Loading...
CONTRACT 4411 CLOSED Agreement No. 4411 MAINTENANCE AGREEMENT BETWEEN THE CITY OF EL SEGUNDO AND AIR CLEANING TECHNOLOGY THIS MAINTENANCE AGREEMENT ("Agreement") is made and entered into this . Ty day of_7470 L , 20 33, by and between the CITY OF EL SEGUNDO, a general law city and municipal corporation ("CITY") and Air Cleaning Technologv, a CA C:6 2P0N; , ("CONTRACTOR"). 4 The Parties agree as follows: 1. CONSIDERATION. A. As partial consideration, CONTRACTOR agrees to perform the work listed in the SCOPE OF SERVICES, below; B. As additional consideration, CONTRACTOR and CITY agree to abide by the terms and conditions contained in this Agreement; C. As additional consideration,CITY agrees to pay CONTRACTOR on a lump sum basis an amount set forth in the attached Exhibit"A,"which is incorporated by reference, for CONTRACTOR's services. CITY will pay such amount promptly, but not later than thirty(30)days after receiving CONTRACTOR's invoice. 2. TERM. The term of this Agreement will be from April 1, 2013 to March 31, 2014. The Agreement may be renewed upon mutual consent of the parties. 3. SCOPE OF SERVICES. A. CONTRACTOR will perform services listed in the attached Exhibit A. B. CONTRACTOR will, in a workmanlike manner,furnish all of the labor, technical, administrative,professional and other personnel, all supplies and materials, equipment,printing, vehicles, transportation, office space and facilities, and all tests, testing and analyses, calculation, and all other means whatsoever, except as herein otherwise expressly specified to be furnished by CITY,necessary or proper to perform and complete the work and provide the professional services required of CONTRACTOR by this Agreement. 4. PREVAILING WAGES. A. Pursuant to Labor Code § 1720, and as specified in 8 California Code of Regulations § 16000, CONTRACTOR must pay its workers prevailing wages. It is CONTRACTOR's responsibility to interpret and implement any prevailing Page 1 of 8 Agreement No. 4411 wage requirements and CONTRACTOR agrees to pay any penalty or civil damages resulting from a violation of the prevailing wage laws. B. In accordance with Labor Code § 1773.2, copies of the prevailing rate of per diem wages are available upon request from CITY's Engineering Division or the website for State of California Prevailing wage determination at httn://www.dir.ca.izov/DLSR/PWD. CONTRACTOR must post a copy of the prevailing rate of per diem wages at the job site. C. CITY directs CONTRACTOR's attention to Labor Code §§ 1777.5, 1777.6 and 3098 concerning the employment of apprentices by CONTRACTOR or any subcontractor. D. Labor Code § 1777.5 requires CONTRACTOR or subcontractor employing tradesmen in any apprenticeship occupation to apply to the joint apprenticeship committee nearest the site of the public works project and which administers the apprenticeship program in that trade for a certificate of approval. The certificate must also fix the ratio of apprentices to journeymen that will be used in the performance of the contract. The ratio of apprentices to journeymen in such cases will not be less than one to five except: i. When employment in the area of coverage by the joint apprenticeship committee has exceeded an average of 15 percent in the 90 days before the request for certificate, or ii. When the number of apprentices in training in the area exceeds a ratio of one to five, or iii. When the trade can show that it is replacing at least 1/30 of its membership through apprenticeship training on an annual basis state-wide or locally, or iv, When CONTRACTOR provides evidence that CONTRACTOR employs registered apprentices on all of his contracts on an annual average of not less than one apprentice to eight journeymen. V. CONTRACTOR is required to make contributions to funds established for the administration of apprenticeship programs if CONTRACTOR employs registered apprentices or journeymen in any apprenticeable trade on such contracts and if other contractors on the public works site are making such contributions. vi. CONTRACTOR and any subcontractor must comply with Labor Code §§ 1777.5 and 1777.6 in the employment of apprentices. Page 2 of 8 Agreement No. 4411 vii. Information relative to apprenticeship standards,wage schedules and other requirements may be obtained from the Director of Industrial Relations, ex-officio the Administrator of Apprenticeship, San Francisco, California, or from the Division of Apprenticeship Standards and its branch offices. E. CONTRACTOR and its subcontractors must keep an accurate certified payroll records showing the name, occupation, and the actual per diem wages paid to each worker employed in connection with this Agreement. The record will be kept open at all reasonable hours to the inspection of the body awarding the contract and to the Division of Labor Law Enforcement. If requested by CITY, CONTRACTOR must provide copies of the records at its cost. 5. FAMILIARITY WITH WORK. A. By executing this Agreement, CONTRACTOR represents that CONTRACTOR has i. Thoroughly investigated and considered the scope of services to be performed; ii. Carefully considered how the services should be performed; and iii. Understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement. B. If services involve work upon any site, CONTRACTOR warrants that CONTRACTOR has or will investigate the site and is or will be fully acquainted with the conditions there existing,before commencing the services hereunder. Should CONTRACTOR discover any latent or unknown conditions that may materially affect the performance of the services, CONTRACTOR will immediately inform CITY of such fact and will not proceed except at CONTRACTOR's own risk until written instructions are received from CITY. 6. INSURANCE,. A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, CONTRACTOR will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: TVDe of Insurance Limits (combined single) Commercial general liability: $1,000,000 Business automobile liability $1,000,000 Workers compensation Statutory requirement. Page 3 of 8 Agreement No. 4411 B. Commercial general liability insurance will meet or exceed the requirements of ISO-CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name City, its officials, and employees as "additional insureds"under said insurance coverage and to state that such insurance will be deemed"primary" such that any other insurance that may be carried by City will be excess thereto. Such insurance will be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to City. C. Automobile coverage will be written on ISO Business Auto Coverage Form CA 00 0106 92, including symbol 1 (Any Auto). D. CONTRACTOR will furnish to City duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement, endorsements as required herein, and such other evidence of insurance or copies of policies as may be reasonably required by City from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "A:VII." Certificate(s) must reflect that the insurer will provide thirty (30) day notice of any cancellation of coverage. CONTRACTOR will require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word "endeavor" with regard to any notice provisions. E. Should CONTRACTOR, for any reason, fail to obtain and maintain the insurance required by this Agreement, City may obtain such coverage at CONTRACTOR's expense and deduct the cost of such insurance from payments due to CONTRACTOR under this Agreement or terminate. 7. TIME FOR PERFORMANCE. CONTRACTOR will not perform any work under this Agreement until: A. CONTRACTOR furnishes proof of insurance as required under Section 6 of this Agreement; and B. CITY gives CONTRACTOR a written Notice to Proceed. C. Should CONTRACTOR begin work in advance of receiving written authorization to proceed, any such professional services are at CONTRACTOR's own risk. 8. TERMINATION. A. Except as otherwise provided, CITY may terminate this Agreement at any time with or without cause. Notice of termination will be in writing. Page 4 of 8 Agreement No. 4411 B. CONTRACTOR may terminate this Agreement upon providing written notice to CITY at least thirty (30) days before the effective termination date. C. Should the Agreement be terminated pursuant to this Section, CITY may procure on its own terms services similar to those terminated. D. By executing this document, CONTRACTOR waives any and all claims for damages that might otherwise arise from CITY's termination under this Section. INDEMNIFICATION. A. CONTRACTOR indemnifies and holds CITY harmless from and against any claim, action,damages,costs(including, without limitation,reasonable attorney's fees and penalties),injuries,or liability,arising out of this Agreement,or its performance including,without limitation,damages or penalties arising from CONTRACTOR's removal,remediation, response or other plan concerning any Hazardous Waste resulting in the release of any hazardous substance into the environment,except for such loss or damage arising from CITY's sole negligence or willful misconduct. Should CITY be named in any suit,or should any claim be brought against it by suit or otherwise,whether the same be groundless or not, arising out of this Agreement, or its performance,CONTRACTOR will defend CITY(at CITY's request and with counsel satisfactory to CITY) and will indemnify CITY for any judgment rendered against it or any sums paid out in settlement or otherwise. B. For purposes of this section"CITY" includes CITY's officers, officials, employees, agents,representatives, and volunteers. C. CONTRACTOR expressly agrees that this release, waiver, and indemnity agreement is intended to be as broad and inclusive as is permitted by the law of the State of California and that if any portion is held invalid,it is agreed that the balance will, notwithstanding, continue in full legal force and effect. D. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement. E. The requirements as to the types and limits of insurance coverage to be maintained by CONTRACTOR as required by this Agreement, and any approval of said insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by CONTRACTOR pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification. Page 5 of 8 Agreement No. 4411 9. INDEPENDENT CONTRACTOR. CITY and CONTRACTOR agree that CONTRACTOR will act as an independent contractor and will have control of all work and the manner in which is it performed. CONTRACTOR will be free to contract for similar service to be performed for other employers while under contract with CITY. CONTRACTOR is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct CONTRACTOR as to the details of doing the work or to exercise a measure of control over the work means that CONTRACTOR will follow the direction of the CITY as to end results of the work only. 10. NOTICES. A. All notices given or required to be given pursuant to this Agreement will be in writing and may be given by personal delivery or by mail. Notice sent by mail will be addressed as follows: To CITY: Attn: City Clerk City of El Segundo 350 Main Street El Segundo, CA 90245 To CONTRACTOR: Attn: Paul Krause 411 Rowland Avenue Santa Ana, CA 92707 B. When addressed in accordance with this paragraph, notices will be deemed given upon deposit in the United States mail, postage prepaid. In all other instances, notices will be deemed given at the time of actual delivery. C. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph. 11. TAXPAYER IDENTIFICATION NUMBER. CONTRACTOR will provide CITY with a Taxpayer Identification Number. 12. WAIVER. A waiver by CITY of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character. 13. CONSTRUCTION. The language of each part of this Agreement will be construed simply and according to its fair meaning, and this Agreement will never be construed either for or against either party. Page 6 of 8 Agreement No. 4411 14. SEVERABLE. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect. 15. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement. 16. WAIVER. Waiver of any provision of this Agreement will not be deemed to constitute a waiver of any other provision, nor will such waiver constitute a continuing waiver. 17. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Los Angeles County. 18. AUTHORITY/MODIFICATION. This Agreement may be subject to and conditioned upon approval and ratification by the El Segundo City Council. This Agreement is not binding upon CITY until executed by the City Manager. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written agreement. CITY's city manager may execute any such amendment on behalf of CITY. 19. ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that this Agreement, agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by facsimile transmission. Such facsimile signature will be treated in all respects as having the same effect as an original signature. 20. EFFECT OF CONFLICT. In the event of any conflict,inconsistency,or incongruity between any provision of this Agreement,its attachments,the purchase order, or notice to proceed, the provisions of this Agreement will govern and control. 21. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement. 22. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood, explosion, war, terrorist act, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties' control, then the Agreement will immediately terminate without obligation of either party to the other. 23. ENTIRE AGREEMENT. This Agreement and its one attachment constitutes the sole agreement between CONTRACTOR and CITY respecting lead based stabilization. To the extent that there are additional terms and conditions contained in Exhibit "A" that are not in conflict with this Agreement, those terms are incorporated as if fully set forth above. There are no other understandings, terms or other agreements expressed or implied, oral or written. Page 7 of 8 Agreement No. 4411 IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written. CITY OF E SEGUNDO a genera city, �...................m ..., Greg Car ter, City hwl a ager President ATTEST: Secretary Taxpayer ID No. Tracy Weaver City Clerk APPROVED AaE , MARK D. HE icy By: Karl 1-1, Berger,Assi , it City Attorney Page 8 of 8 Agreement No. 4411 .,...;a�. AIR CLEANING TECHNOLOGY C I X H1 6 rr '� Air Cleaning and Air Pollution Control Systems March 28, 2013 Chief Kevin Smith El Segundo Fire Department 314 Main Street El Segundo, CA 90245 Via Email: ksmithCcr�.elseaundo.orq Re: Vehicle Exhaust Replacement System for Station 1 Air Cleaning Technology Proposal#103788 Dear Chief Smith, Thank you for your continued time and interest in our air cleaning products and services. As we discussed, below is an updated proposal to replace the existing exhaust system in Station one with a new MagneGrip Vehicle Exhaust System. Proposal: • Three (3) FSTM 301 30' Flex Hose Systems • Two (2) FSTM 501 50' Flex Hose Systems • One (1) 500179-05 Wireless Control Panel 5-3 • One (1) CF-363-5 5 horsepower fan prewired 230-460/3160 • Turn key Installation • Spiral ducting • Electrical connection by a certified electrician • Tailpipe modifications needed from the muffler out(if required) • Removal of existing System • Delivery of equipment and materials to El Segundo, CA • Applicable sales tax • Labor • System start up and operator orientation • Price: $45,384.85 Cost Breakdown: Equipment: $28,460.00 411 Rowland Avenue •Santa Ana, CA 92707-3445 • Phone: (714) 641-5005•Fax: (714)641-8503 Contractor's License#761220 Agreement No. 4411 �.i,•��j d'i� r r .. AIR CLEANING TECHNOLOGY Air Cleaning and Air Pollution Control Systems Chief Kevin Smith Fl Segundo Fire Department March 28, 2013 Page 2 9.75% Sales Tax: $ 2,774.85 Installation: $14,150.00 Total: $45,384.85 Terms: • X30 fter completion of service ACT Terms and Conditions will apply enience, we accept most major credit cards 1 Deliverv: • 4-5 weeks after receipt of order Exclusions: • City, mechanical, electrical, and fire, permit fees (if required) • Structural engineering or modifications if required • Off hour labor Chief Smith, Air Cleaning Technology is a licensed contractor with over 36 years of experience in engineering, selling, installing and maintaining air-cleaning and ventilation systems. With all of our experience, I am confident that our proposed upgrade of the vehicle exhaust system at Station 1 will work to end your vehicle emission concerns. To expedite this project, please sign your approval below and return to our office. Thank you again and I look forward to working with you on this project. Sincerely, Paul Krause cc: Winston Harris -winston(d?weidnerfire.com 411 Rowland Avenue • Santa Ana, CA 92707-3445 • Phone: (714) 641-5005 • Fax: (714) 641-8503 Contractor's License#761220 Agreement No. 4411 AIR CLEANING TECHNOLOGY Air Cleaning and Air Pollution Control Systems Chief Kevin Smith El Segundo Fire Department March 28, 2013 Page 3 Acceptance of proposal—the prices, specifications, and attached conditions are satisfactory and are hereby accepted. Air Cleaning Technology Inc. is authorized to do the work as specified. Payment will be made as outlined herein. Authorized Signature Date of Acceptance PO (if required) Printed Name Proposal expires on April 291h, 2013 411 Rowland Avenue• Santa Ana, CA 92707-3445 •Phone: (714) 641-5005 • Fax: (714)641-8503 Contractor's License#761220 Agreement No. 4411 AIR CLEANING TECJiNOLOGY STANDARD TERMS AND CONDITIONS t. General:The terms and conditions stated herein are applicable to all orders accepted by Air Cleaning Techno gy hereafter referred to as ACT. 2. 'cos: Prices are quoted in U.S. Dollars and are firm. Prices may be accepted only within S0 dys 'rann the date of quo" turn by Air Cleaning Technology. Quotations do not include taxes,unless otherwise noted. Ord fs accepted prior to any p tce increase will be Invoiced as quoted;provided ACT Is allowed to ship under normal delive schedule. ACT may adjust cos on any order changed by the purchaser after acceptance of the order by ACT. 3. Cancellattoor R: Orders canceled by the purchaser are subject to a cancellation charge whi may include engineering services, wo In progress, special purchased' parts charges, and other similar charge , and will be based on the percentage of r'k comploted at the time of cancellation. 4. Shipping Schedul'o • Air Cleaning Technology will not be liable for any loss or dame from delays in shipping that are beyond ACTS reaso ble control. Shipments delayed at purchaser's request' wl be invoiced and dated on the day shipment Is ready,an 1'.5%per month service charge will be added. ACT rose as the right to make partial shipments and to Invoice pro-rata u n such shipments. 6. Electrical Equipment and In Ration: Electrical equipment includes only th so electrical components referred to in the quotation. Changes to the ele rical equipment to comply with any laws o gulations are the purchasers responsibility unless Air Cleaning,Technology pacifically agrees to meet such laws o regulations. Start-up service is available from ACT at per diem rates plus lodgl and travel expenses, but Install'at on or start-up is not Included unless specifically quoted. 6. Acceptance and testing of equipment: . less otherwise provided n Air Cleaning'Technology's quotation,purchaser will upon delivery inspect and test the equip nt and notify,ACT wit in 15 days of shipment of any nonconformity discovered Including any failure of the equipment t meet quoted pemance standards, If any. Failure to give such notice constitutes an irrevocable acceptance of th equipment, an purchaser will be bound to pay for the equipment. Upon notification of nonconformity as above prov d, ACT, at is option, will either repair the equipment and correct the system's performance or will accept the prepaid turn of a equipment and refund all payments,made to ACT,excluding freight and installation. No materials will be acco ted f return without prior written consent and instruction form ACT. SUCH REPAIR, CORRECTIONS OR RETURN STITUTES PURCHASER'S EXCLUSIVE REMEDY PRIOR TO ACCEPTANCE FOR ANY SUCH NONCONFORMITY. 7. Damage from fire or explosion:To minimize the r of fi or explosion,proper installation,operation and maintenance of Air Cleaning Technology equipment is critical. Into Ins Iladon, operation and maintenance are beyond the control of ACT, ACT disclaims any liability or rospon bility for d'a age from fires or explosions regardless of origin. ACT recommends that all air pollution control an dust collection uipment and Installation conform to nil applicable codes, laws and regulations including the additl?p of appropriate fire rotection systems or explosion venting when and where J required. Installation of ACT equlpmenr should be by a licens contractor that is experienced in potential fire and explosion hazards as well as related co s,laws,and regulations. S. Risk of loss: Quotations are F.O.B ce of shipment unless otherwise oted, The risk of loss of the equipment shipped will pass to purchaser upon Air Cle ning,Technology's delivery of the equ ment to a carrier. All claims for damage during shipment must be filed by the pur haser with the carrier. 9. Warranty: Air Cleaning Tech fogy warrants all equ'i'pment manufactured an sold by Air Cleaning Technology against defective parts and workma ship for one year from date of shipment to purch er. Where a performance guarantee Is specified in Alr Cleaning T hnolog',y's quotation under the heading of""Performan o Guarantee"Air Cleaning Technology warrants that for a perlo of 90 days from the date of installation the equipment old by Air Cleaning Technology will perform as specified I such performance guarantee. These warrantles are subjec to any limitations In Air Cleaning Technology's quotati . ,Any unauthorized repairs or modifications or abnormal use o m'isus'e of equipment will void all warranties. In no c e will' Air Cleaning Technology's responsibility or warranty axle to equipment not sold by Air Cleaning T'echnoto y. There are no warranties covering corrosion of materials selected'. Purchaser has approved the materials to be u d In the construction of the equipment supplied by Air Cleaning Techno gy If after the equipment is installed,motal or materials are not suitable for the application.Replacements will only be m eat purchasers cost THE FOREG ING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANT( , WHETHER WRITTEN, ORAL OR PLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURP2aser's OR NONINFRINGEMENT. As exclusive remedy for any defects In the equipment Air Cl'eani'ng Technology will ext \nge or repair any dof live parts during the warranty period, provided such parts are returned, prepaid,.to Air Cleaning hnology. The /ob gation of Air Cleaning Technology 'Is limited to furnishing replacement parts of F.O.S. factory o & or making airs at A'ir Cleaning Technology of,any parts which are determined, upon Inspection by ACT,to bactive. In no nt will Air Cleaning Technology be responsible for labor or transportation charges for the removal, .shipment or nsfalla tion of the parts. 'Where a performance guarantee Is specified. In ACT"s quotation, undo r thheading of "Performance Guarantee", as the purchasers exclusive remedy, for breach of the performance guarantee, ACT, at its option, will either correct the performance of the equipment or accept the prepaid return of'the equipment. In the aforementioned case ACT will refund all payments received by ACT from the Purchaser,excluding freight and Installation, provided that the purchaser notifies ACT In writing of the equipment's fallure to meet the performance guarantee within 16 days after such failure Is known to purchaser. Agreement No. 4411 A'%Ten.s NOLOGY Stnditions(cont.) 10lli'ty:IN NO EVENT WILL ACT,ITS SUB-CONTRACTO ,REPRESENTATIVES,OR SUBSI'OIARIES BE I LE OR LIABLE ON ANY CLAIM WHETHER I ARRANTY, CONTRACT, TORT, OR STRICT LIABILITY, FOR A�SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE PURCHASE OR USE ' f� EQUIPMENT. INCLUDING BUT NC LIMITED TO INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR LABOR,MOST PROFITS, LOST SALES,AN JURY TO PERSON OR PROPERTY,OR ANY OTHER INCIDENTAL LOSS OR DA AGES.PURCHASER AGREES AT IN NO EVENT WILL ACT'S LIABILITY ON ANY CLAIM EXCEED THE PURCHASE PRi E A ACTUALLY RECEIV BY ACT FROM PURCHASER FOR THE EQUIPMENT IN QUESTIONS. 11. Security Interest:Purchaser grants Air 'eaning T ethnology a security interest in the equipment to secure payment of the balance due hereunder. Purchase utho zes ACT to file this agreement as a financing statement or to sign on behalf of purchaser and file any other ncl'ng statements with respect to the equipment in any place ACT deems necessary. 12. Attorneys'Fees:Purchaser will be Ilabi to ACT for a easonable expenses and attorney's fees Incurred by ACT in enforcing Its rights and remedies un r any agreement b een purchaser and ACT. 13. Ordinances: Any and all require �enses,certificates and o ting permits will be the sole responsibility of the purchaser. 14. Miscellaneous: THESVTE S AND CONDITI ONS AND THOSE IN A QUOTATION CONSTITUTE THE ENTIRE AGREEMENT BETWECT AND THE PURCHASER. Such terms an ondltions are applicable to all orders accepted by ACT unlherwise specifically agreed to by ACT In writin Purchaser will be deemed to have assented to all suc and conditions If any part of the equipment is ac pted. Any additional or different terms and conditio s contained In purchasers order or response hereto will be mad objected to by ACT and of no effect. This p posal and its acceptance will be governed in all respects by the Is of the state of California. In the event of a each,both parties agree that any suit will be brought in the courts oft State of California.