HomeMy WebLinkAboutCONTRACT BETWEEN AUGUSTA, GEORGIA AND JBT AERO TECH CORPORATION FOR TOW (2) PASSENGER BOARDING BRIDGES I •
! '
DATE: July 31,2018
QUOTE NO: 3376-C
JB7: PA E NO.:DATE: September 9,2018
Proprietary and Confidential
QUOTATION --¶� 1e05 West 2550 South -_
Ogden,Utah 84401-3249
Phone: 801-827-8800
Telefax;801-829-3474
To: City of Augusta Georgia
Attention: Paul B. Strycharz
Email: pstrycharzgaulpustaaa.9ov
1.4JRj`F Y S.
1. PASSENGER BQARDING BRIDGE EQUIPMENT:
Provide a
V/Cor gated Apron Drive Passenger Boarding Bridge with the following features:
•• 10'Drive Column(Low Rider Option)
• Solid Tires(low rider small wheels)
• PLC Controls(programmable logic control)
• CE Floor with aluminum floor
• Cab Hood
• Console HMI/Override
• Cab Curtains w/Double Vision Panels
• Aluminum Bubble Flooring
•
Quad Joystick
• Dual Sing Doors in Cab
• Telephone Jadc in Cab
• Ribbed Rubber in cab/bubble
• Proximity Sensors
• Maintenance Ladder
• Interior"A"Tunnel Aluminum Handrails—both sides
• Carpet—Norament Flooring—Arago 5178-3x6 Calm
• Simplex Unican 1000 Service Door Ladcset
• Hurricane lie-down straps
• Emergency Lighting w/battery back-up
• SST Kickplate inside service door
• Standard Wallboard
• Fiberglass Coated Marine Plywood flooring first 4 ft of the B and C Tunnels
• Standard White Ceiling Tiles
• Standard Paint System
• 1500 CFM Ventilator
• Surveillance Camera(CCTV)-Rotunda Mounted
• Input Power Cable Provisions&Circuit Breaker—90KVA
• Input Power Cable Provisions&Circuit Breaker—30Ton PCA
• Bride Pre-cool/Pre-Heat Provisions
• 1 Year Warranty
THIS QU4 'Att+i7�Fi 1S MADE SUBJECT TO THE ATTACHED COit. if 1 SOf
Rev.5/11/9e
DATE: July 31,2018
QUOTE NO: 3376-C
VALIDITY DATE: September 9,2018
4, 1)137: PAGE NO.: 2 of 4
Proprietary and Confidential
DESCI I I ON UNIT Poke TOTAL
Gate 1
Provide an A3 68/141 Passenger Boarding Bridge with options as listed above:
Total for one(1): $415,858.00
Gate 5
Provide an A3 53/104 Passenger Boarding Bridge with options as listed above:
Total for one(1): $383,215.00
2. )ETPOWER EQUIPMENT;
Gate',4%5
Provide a 90kVA/28VDC Combo Jetpower3 400 Hz Unit with the following features:
• 480V/60Hz
• Mounting Brackets under PBB type
• Cable Hoist-2ea
• Dual Output Control Station
• 60ft 400Hz Output Cable with replaceable head
• SOft 28VDC Output Cable
046R/each
Total for two(2): $101,324.00
3. PRECONDITIONED AIR(PCAIR)EQUIPMENT:
Gael b5
Provide a 3OTon PC Air unit with the following features:
• 480V/60Hz
• Dual Outlet
• 36W Heat
• Push-button Control Station
• Roof Mounting Brackets
• Rigid Duct for Aircraft Cool
• Rigid Duct for Bridge Cool
• Hose Reels w/Extension Reel for MD80 Adapter
• Output Hose 60ft w/A roBft Coupling-2ea
• Aircraft Temperature Probe
$100,479/eac i
Total for two(2): $200,958.00
THIS QUOTATION 18 BADE SUBJECT TO THE ATTACHED CONDITIONS OF sAts
Rev.5/11/98
DATE: July 31,2018
QUOTE NO: 3376-C
VALIDITY DATE: September 9,2018
4Jfi ® PAGE NO.: 3 of 4
Proprietary and Confidential
OESCRXPUOIML UNIT PRICE 104
4. MISCELLANEOUS EQUIPMENT:
Provide an A-frame and Tow Bar
Total for one(1): $12,615.00
5. INSTALLATION:
$186,681.00
• Install New Passenger Boarding Bridges
• Install New Jetpower Units
• Install New Pre-conditioned Air Units
• Assemble A-frame
• Training-12 Hours
• Testing and Commissioning of new equipment
NOM
1. Testing and Commissioning/Training includes a JET AeroTech,Jetway Sysfield technidan
on site for three(3)days to commission new equipment and provide 12 hours on-site P80
Operator and Maintenance Training.Any additional days required will be tharyed at the rate of
$1,120/day plus airfare and per diem.
2. Testing and commissioning is required to validate warranty.
6. FREIGHT:
FREIGHT Ogden/Augusta Regional Airport: $46,722.00
7. BONDS(If Reauired): $ 9,096.00
8. MUNI EXEMPT
(BUYER)is responsible for payment to JBT AeroTech,Jetway Systemse
(SELLER)of any sales,use or other similar taxes imposed on this sale.
SELLER will accept a valid exemption certificate from the BUYER if applicable;
however, if an exemption certificate previously accepted Is not recognized by
the governmental taxing authority involved, or the certificate doesn't cover all
assessed taxes(e.g. use tax), and SELLER is required to pay such taxes, BUYER
agrees to promptly reimburse SELLER for the taxes paid.
THIS QUOTATION IS MADE SUBJECT TO THE ATTACHED CONDITION Of SALE
Rev.5/11/98
DATE: July 31, 2018
QUOTE NO: 3376-C
111T.4-1
VALIDITY DATE:
PAGE NO.: September 9, 2018
4 of 5
Proprietary and Confidential
Because of possible changes and variations in the completion of the contract, the
actual tax will be calculated pursuant to applicable state law and assessed upon
completion of this project unless state law requires the tax to be collected on a
periodic basis.
PROJECT TOTAL BASE BID: $1,356,469.00
JBT AeroTech,Jetway Systems® makes no representation nor provides any guarantee as to the adequacy or condition of any
existing foundation that is intended to be used to support the passenger boarding bridge(s) quoted in this proposal.
It is the responsibility of the customer to verify the availability of adequate power for the equipment to be provided. If the
required power supply is not available for each affected gate at the face of the terminal building, it is the responsibility of the
customer to upgrade their resources in order to provide the necessary power.
BEST DELIVERY AND OPERATIONAL DATES BASED ON TODAY'S
MANUFACTURING SCHEDULE:
DELIVERY DATE: To be determined upon receipt of
OPERATIONAL DATE: fully executed contract
Jetway's®current manufacturing schedule changes daily depending on orders received. We will make every effort to
deliver the required equipment within your projected time frame. However, in fairness to all of our customers,
we cannot guarantee delivery and operational dates without a firm commitment represented by a fully executed contract
and a corresponding down payment. Upon receipt of these documents, firm schedules will be established.
JOHN BEAN TECHNOLOGIES CORPORATION CITY OF AUGUSTA GEORGIA
through i - b si ess unit JBTAer0 Tech,
JETWAY 'Y / 56'
Offer-;% Jeff Wheeler dbeAc�; ed By ac
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Title: Site Controller ` - itle:
9acv
Date: July 31, 2018 Date:
.,...,. 1, 01* . ::";1 ..m.. :0410,,: ,: ?f!.!., !MR ,tT,w l 0:40N011 ,,* 44'E ..,
Rev. 5/11/98
4"1117:
Signature Page Continued
Augusta j •n Commission I, AT T E s,' 4.ve dm-®"•�s«� Q-+ 0
+rg Sasser,Chairman py, - of ,c issio
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Crystal,l,, son, Secretary
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47711.1 T DATE July 31 2018
QUOTE NO. : 3376-C
PAGE NO. 1
CONDITIONS OF SALE-DOMESTIC T _
ALL QUOTATIONS ARE MADE SUBJECT TO THE FOLLOWING TERMS
The following terms and conditions shall apply to contracts entered into by JOHN BEAN TECHNOLOGIES CORPORATION
(JBT CORPORATION),operating through the Jetwey Systems business unit of its JBT AeroTech Division,
These conditions of sale quoted herein shall remain in effect and supersede all other conditions of sale expressed or implied
by Buyer,unless Buyer and Seller otherwise agree in writing. As used throughout this Contract,the term"Product"or"Products"
is defined to include all equipment,materials,supplies,components,and any services,engineering,design,and data or other work
supplied by Seller under this Contract. Any modifications to the terms herein shall be deemed rejected unless expressly approved
by Seller in writing
1. QUOTATION VALIDITY: This Quotation expires and becomes void on the stated validity date,unless on,or prior thereto,
Seller has received (i) Buyers order evidenced by its return of this Quotation signed In the space provided for Buyer's
acceptance, or(ii) Buyers Notice To Proceed,(referencing this quotation) to commence design or fabrication of the project
herein specified. All orders are subject to acceptance at Sellers offices in Ogden.Utah,and any sale to Buyer hereunder shall
be governed solely by the terms and conditions contained herein which shall supersede any conflicting terms and conditions of
Buyer,any statement in Buyers terms notwithstanding.
2. PAYMENT TERMS: Unless otherwise indicated in the Quotations, Product(s) sold under this contract require an advance
payment of 30%of the total contract value. The remaining 10% shall be invoiced per the Quotation payment schedule. If
there is no payment schedule in the Quotation, then payment will be by monthly progress payments based on an approved
schedule of values Spare Part sales shall be 100%payable upon shipment of goods by Seller.
a. Terms are net 30 days subject to credit approval.
b. If Buyer fails to perform any condition of the terms of payment of this Contract, Seller may(1)withhold deliveries and
suspend performance, (2) continue performance if Seller deems it reasonable to do so, or (3) place the Products in
storage pursuant to the provisions of Article 8 and Buyer shall be liable for all applicable costs resulting therefrom. In
addition, Seller shall be entitled to an extension of time for performance of its obligations equaling the period of non-
performance and if Buyer fails to rectify the non-performance promptly upon notice thereof. Seller may cancel this
Contract,and Buyer shall pay Seller its charges for cancellation upon submission of Sellers invoices therefor.
3. PRICe: This is a firm fixed price contract. No changes in the price will be allowed unless mutually agreed to in writing by both
parties. Prices are FOB Sellers facility unless noted otherwise on the Sellers proposal. All freight
amounts endwill P prices are estimated
be invoiced oiced at actual costs upon receipt of shippers invoice.
4. TAXES: State sales and/or use taxes are not included. In areas where Seller is not authorized to collect such taxes,the
remittance of any sales/use tax shall be the responsibility of the Buyer, Seller will accept a valid exemption certificate from the
Buyer if applicable; however, if an exemption certificate previously accepted Is not recognized by the governmental taxing
authority involved,or the certificate doesn't cover all assessed taxes and the Seller is required to pay such taxes,Buyer
agrees to promptly reimburse Seller for the taxes paid.Seller acknowledges that Buyer is lax-exempt and it has received a
copy of such exemption.
5. pELIVERY: The shipment of all Products shall be scheduled as mutually agreed and in accordance with Article 3 above.
Partial deliveries shall be permitted. Delivery times are approximate and are dependent upon timely receipt by Seller of all
necessary equipment definition(paint color,desired carpet,column heights,etc.)and information from the Buyer necessary to
proceed with the manufacturing work. In the event Buyer does not timely provide the requested definition and information,the
delivery time will be delayed accordingly and Seller will notify Buyer of the next available delivery time for the Equipment which
is compatible with Sellers factory production schedule.
6. DELAYS: In the event Seller should be requested by, or caused by, Buyer to delay its delivery and/or installation of any
Product(s)purchased under this Contract,Seller shall be entitled to the following:
a. A storage fee will be assessed for all delayed Products pending final delivery and installation at Buyers site(s).
b. Any additional costs incurred by Seller In repairing and refurbishing the Product(s)to original condition following such
storage period and preliminary to delivery to Buyer.
c. Any extra handling costs Incurred in extra or double handling of the Product(s)to accommodate Buyer caused or
requested delays.
d. Payment in full for the Product(s)completed in accordance with the Buyers contract schedule but placed Into storage
to accommodate the Buyer.
Items A, B &C may be waived for Product(s)stored less than one month or as mutually agreed upon between Buyer and
Conditions of Sale-Domestic Page 1 of 4 Rev.28 Jan 2014
�T DATE : July 31, 2018
QUOTE NO. : 3376-C
PAGE NO. : 2
Seller. -----__
7. FORCE MAJUERE:
a. Seller shall not be liable for delays in delivery or failure to perform due directly or Indirectly to(i)causes beyond Seller's
reasonable control;(ii)acts of god,act(including failure to act)of any governmental authority(de lure or de facto),wars
(declared or undeclared), governmental priorities, port congestion, riots, revolutions, strikes, fires, floods, sabotage,
nuclear incidents, earthquakes. storms,epidemics; or (iii) inability due to causes beyond Seller's reasonable control to
timely obtain either necessary and proper materials,components,energy,fuel,transportation, or Buyer authorizations or
instructions,definition or information required for Seller to complete the manufacture of the equipment.
b. In the event of any delay or failure excused by this Article,Seller shall as soon as practical notify Buyer and shall at the
same time,or at the earliest practical date after such no
the time of der .lice,specify the revised delivery date. In the event of such delay,
very or of performance shall be extended for a period equal to the time lost by Seller by reason of the delay.
If delay excused by this Article extends for more than sixty(60) days and the parties have not agreed upon a revised
schedule for continuing the work at the end of the 60 day period,including adjustment of the price if applicable,then either
party upon thirty(30)days written notice,may terminate this Contract with respect to the unexecuted portion of the work,
whereupon Buyer shall pay Seller for all the work completed to the date of termination including profit for that work and
Seller shall turn over all materials and Products completed at the termination date.
8. SHIPMENT&STORAGE: If any part of the Product(s)cannot be shipped when ready due to any cause referred to in Articles
6 or 7, Seller may place such Products in storage at the place of manufacture or Buyer designated site. In such event; (I)
Seller shall notify Buyer of the placement of any Product in storage; (ii)Seller's delivery obligations shall be deemed fulfilled
and title and all risk of loss or damage shall thereupon pass to Buyer; (ill) any amounts otherwise payable to Seller upon
delivery shall be payable upon presentation of Seller's Invoice; (iv)implementation of conditions of Article 6 above; and(v)
when conditions permit and upon payment of all amounts due hereunder,Seller shall assist and cooperate with Buyer in any
reasonable manner for the removal and delivery of any Products)which has been placed in storage.
9. RiSK OF LOSS&TITLE: Full risk of loss shall pass to the Buyer upon delivery of products. However,Seller retains title,for
security purposes only,to all products until paid for in full, Seller may at Seller's option repossess the same upon buyers
default in payment hereunder and charge Buyer with any deficiency.
10. INSTALLATION: In the event Seller is responsible for installation of the Products,Buyer agrees to provide Seller and/or its
subcontractors full and timely access to the installation site, available power for testing, and an uninterrupted Installation
schedule. In the event that Seller shall suffer any costs or expense due to delays at the site that are beyond Seller's control,
Buyer shall be charged with Seller's increased costs so incurred. Seller shall ensure its employees and subcontractors are
properly badged in accordance with Transportation Security Administration(TSA)rules regarding working In the secured areas
of the Airport. Seller shall be responsible for any fines assessed by the TSA for any violations by its employees or
subcontractors.
11. PRODUCT ACCEPTANCE: The Buyer shall inspect all Product(s) and associated work within ten (10) business days of
notice from the Seller to the Buyer that the applicable work is substantially complete. Buyer shall identify in writing all punch
list items during the inspection and Seller shall immediately correct such items. Buyer shall inspect and provide a final
acceptance certificate within five(5)business days of notice from the Seller to the Buyer that all punch list items have been
corrected.
12. NEW PRODVCT WARRANTY
a. Seller warrants that Products manufactured by Seller shall be free from defects in material,workmanship,and title and
shall be of the kind and quality specified or designated by Seller in this Contract for period of
final acceptance or beneficial occupancy or 18 months from shipment of the product, er o cu from date of
and nonconforming items must be held for Seller's kn whichever occurs first. Defective
ion
and i
facility. THERE f requested returned to the Seller's manufacturing
ARE NO OTHER WARRANTIES. STATUTORY. AT LAW. EXPRESS OR IMPLIED. INCLUDING
THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.WHICH
EXTEND BEYOND THE FACE OF THIS AGREEMENT.
b. Upon Buyers submission of a daim as provided above end following its substantiation,Seller shall provide a replacement
part for the defective or faulty part.
c. The foregoing is Seller's only obligation and Buyer's exclusive remedy for breach of warranty against Seller for all claims
arising hereunder or relating hereto. In no event shall Buyer be entitled to incidental or consequential damages. Any
action by Buyer arising hereunder,or relating hereto whether based on breach of contract,tort(including negligence and
strict liability)or other theories must be discovered within two(2)year after the cause of action occurs or it shall be barred.
Conditions of Sale-Domestic Page 2 of 4
Rev.28 Jan 2014
4:isr DATE : July 31, 2018
QUOTE NO. : 3376-C
PAGE NO. : 3
d. Seller disclaims any warranty responsibility as to its products in the event of any modification of such product without prior
written consent of Seller. With respect to any Products not manufactured by Seller(except for integral parts of Seller's
Products, to which the warranties set forth above shall apply). Seller gives no warranty, and only the warranty, if any,
given by the manufacturer of the other product shall apply.
e. The foregoing warranty provisions are applicable only if the Buyer has performed preventative maintenance in accordance
with Seller's maintenance manual. The required maintenance must be performed and records maintained for Seller's
review and inspection if requested.
f. Due to the inherent design and operational use of the canopy closure curtains, tires, aircraft supply hose and hose
storage basket,input and aircraft cables,fight bulbs,light lenses,and fuses(when required),these items are considered
expendable parts and are not covered by any warranty other than that of workmanship and quality. In addition. the
following after-installation-adjustments are considered a part of standard boarding bridge maintenance and therefore are
not covered by any warranty: (i)Vertical travel limits, (ii) Horizontal travel limits, (Ili)Swing tunnel warning and limit, (iv)
Adjustment of motor brakes and timer,(v)Steer and over-steer limits,(vi)Tire pressure,(vii)Cable adjustment,electrical
and mechanical and(viii)Tunnel roller adjustments.
g. Should Buyer elect to have the installation of the Product(s)performed by someone other than Seller,the warranty shall
not commence until the Product(s)has been inspected and approved for fitness of operation by the Seller. Costs for this
inspection shall be borne by the Buyer.
13. REFURBISHED PRODUCT WARRANTY: Seller warrants that any rehab work performed will meet all applicable
specifications and other specific product and work requirements of this agreement and will be free from defects in material and
workmanship for a period of one year from final acceptance of the work or beneficial occupancy,whichever occurs first. All
parts not manufactured by Seller that are purchased from other vendors shall be warranted for t3 months or the vendor's stated
warranty for the part whichever is less.The sole remedy for breach of this warranty is the repair or replacement(at Seller's
option) of the defective good, and Seller will not be liable under this warranty for labor to remove or reinstall the good, for
transportation or freight on the good or any replacement good,for down time or for any other costs. All other terms stated In
Article 12 above shall apply.
14. PATENT INFRINGEMENT:
a. If notified promptly in writing by Buyer and given complete authority,information and assistance, Seller shall defend,
or may settle,at its option,any suit or proceeding brought against Buyer based upon a claim that the use or sale of
any equipment in accordance with this Agreement constitutes literal infringement of any apparatus claim of a United
States patent. Seller shall pay all damages and costs awarded in such suit or proceeding provided Buyer does not,
by any act,except as may be required by law,or compelled during or as a result of legal proceedings(Including any
admission or acknowledgment),materially impair or compromise the defense of such suit or proceeding. If in such
suit or proceeding, the equipment or any portion thereof is held to constitute infringement and its use is enjoined,
Seller shall,at its own expense and option,either procure the right for Buyer's continued use or sale thereof,replace
or modify the affected portion so that It becomes non-infringing,or accept return of such portion and refund a prorate
portion of any amount paid by Buyer for such portion. This states the entire liability of Seller with respect to any
infringement by the equipment.
b. The foregoing paragraph shall not apply to any claim of infringement arising from any Item of equipment or portion
thereof specified by Buyer, or Buyer's modification of the equipment, or Buyer's use thereof with other software or
equipment not supplied by Seller. As to any such use,Seller assumes no liability whatsoever for patent infringement
and Buyer will hold Seller harmless against any infringement claims arising therefrom.
15. INDEMNIFICATION AND CONSEQUENTIAL DAMAGES:
a. Seller will indemnify, defend and hold harmless the Buyer from and against the loss, liability, claim, or action, to
persons, property or third parties ("Loss") to the extent that such Loss was caused by the Seller or its agents,
subcontractors or affiliates.
b. Notwithstanding the foregoing, Seller will not be liable, in contract or tort, for any indirect, special, or consequential
damages, including, but not limited to, lost profits, loss of use, environmental or pollution damage, regardless of
cause.
16. TERMINATION: In the event Buyer shall terminate the order for the Product(s) referenced herein for reasons other than a
default by the Seller,Buyer agrees to pay Seller for any costs incurred and all work that Seller has performed up to the date of
termination plus a reasonable rate of profit for the work performed. Except as specifically agreed in writing,termination shall
not relieve either party of any obligation arising out of work performed prior to the date of termination.
17. STANDARDS:Unless otherwise specified,units are designed to meet all applicable U.S.national equipment codes,including
Conditions of Sale-Domestic Page 3 of 4 Rev.28 Jan 2014
DATE : July 31, 2018
J41I QUOTE NO. : 3376-C
PAGE NO. : 4
NEC,AISC and AWS. Costs of meeting any local codes not specifically mentioned shall be an addition to the contract unless
noted in Schedule A of this quotation.
18. LICENSES AND PERMITS: Building permits by any airport or regulatory authority,and applicable fees for said permits are
the responsibility of the Buyer.
19. MANUALS: The prices herein cover the cost of providing our Standard Operation&Maintenance manual for each Product
sold. One(1)copy per model will be provided per location. The charge for any additional manuals will be given upon request.
Unless otherwise specified,all manuals provided will be in the English language.
20. VERIFICATION OF ROTUNDA HEIGHT: Seller does not assume responsibility for verification of rotunda column heights
(distance from the top of foundation to second level terminal floor),anchor bolt placements,or foundation design or installation.
However, Seler will furnish anchor bolt templates for specific installations upon written request and at an extra cost to Buyer.
Rotunda column heights must be given to Jetway in writing at least 45 calendar days prior to the estimated shipment date
specified in this Agreement.In the event Rotunda column heights am delayed,Seller will be entitled to an extension of time for
performance of Its obligations equaling the period of delay and will be entitled to collect all costs associated with the delay.
21. TRAINING: If purchased by the Buyer,Seller will provide operator and maintenance training at a time or times convenient to
the Buyer at the time of Installation,but no later than the operational date of the Equipment. Unless specified otherwise in the
Contract,training sessions will utilize prepared text, slides,and other instructional aids as required In the English language.
Buyer to provide language interpreters as required for training sessions.
22. DISPUTES AND GOVERNING LAW: This contract shall be governed under the laws of the State of Georgia. In the event of
any dispute,or difference arising out of, or relating to this contract,or the breach thereof,the parties shall use their best
endeavors to settle such dispute, or difference by consulting and negotiating with each other, In good faith, and
understanding of their mutual interests,to reach a just and equitable resolution which is satisfactory to the parties. In the
event the parties cannot resolve such dispute up to the level of each party's Senior Management within ninety(90)days
after a party's initial notice of the dispute, the parties shall be free to litigate their differences in local, state, or federal
courts in Augusta,Georgia.
23. SUCCESSORS AND ASSIGNS:This contract shall inure to the benefit of and bind any successor in interest to a party to
this contract. Neither party will assign this contract or delegate its performance thereunder without the prior written
consent of the other Party.
24. CONFIDENTIALITY: Buyer acknowledges that during the execution of this Agreement that Seller will provide confidential
information to Buyer regarding the Equipment design. Buyer agrees that such information is and will remain the property of
Seler and that Buyer will use the information only for the operation and maintenance of the Equipment and protect the
confidential information from disclosure to other person, and entities. Seller adcnowiedges that the Buyer Is subject to the
Georgia Open Records Act and that the approval of this Agreement shall be obtained in a meeting open to the public in
accordance with Georgia law. Buyer and Seller agree not to disclose the existence or terms of this Agreement to any third
person or entity without first obtaining the written permission of the other party.
25. UMITATION OF LIABILITY:Under no circumstances shall the total aggregate liability under any contract for all Sellers'
exposures(e.g.warranty,indemnification for breach of contract, liquidated damages)exceed the value of the contract or
US$1,000,000 whichever is lesser.
28. SOFTWARE: Seller hereby grants to Buyer a non-exclusive, non-transferable and non sublicensible license to use the
PLC control Software solely in conjunction with the operation of the Equipment provided under the contract and otherwise
in accordance with any other applicable agreements in existence between the parties. Buyer agrees that the Software
and any other related information or data supplied by Seller constitutes a valuable trade secret and is proprietary
information of Seller and/or Seller's licensors. Unless expressly authorized by Seller in writing,the Software may not be
copied, modified, translated, reverse engineered, complied or decompiled, transferred, or disclosed to another party.
Notwithstanding the foregoing, the Software may be copied for backup or archival purposes reasonably necessary to
support the license granted herein.
27. MISCELLANEOUS: The invalidity,in whole or in part,of any Article or Paragraph thereof shall not affect the validity of the
remainder of such Article or Paragraph of this Contract.
28. ENTIRE AGREEMENT: This Agreement,when accepted,shall constitute the entire Agreement between Seller and Buyer,
superseding any oral or written negotiations or promises,and this Agreement may be changed,discharged or terminated only
by an instrument In writing executed by a duly authorized representative of the parties.
Conditions of Sala-Domestic Page 4 of 4 Rev.28 Jen 2014