HomeMy WebLinkAbout10-06-20 City Commission Packet Materials - C10. Annual Services Plan w Pall Water for Aria Filtration Sys
Commission Memorandum
REPORT TO: Honorable Mayor and City Commission
FROM: Jill Miller, WTP Superintendent
Mitch Reister, Director of Public Works
SUBJECT: Authorize the City Manager to sign the Aftermarket Comprehensive Services Plan with Pall Water for annual inspection of the City of Bozeman Pall Water Aria Filtration System
MEETING DATE: October 6, 2020
AGENDA ITEM TYPE: Consent
RECOMMENDATION: Authorize the City Manager to sign the Aftermarket Comprehensive Services Plan with Pall Water for annual inspection of the City of Bozeman Pall Water Aria Filtration System
BACKGROUND: In March 2014 the City of Bozeman began treating water with the 22 MGD membrane filtration plant with a membrane system provided by Pall Water. The WTP has had an annual inspection and refresher training for 3 days each spring until the previous contract expired in late 2019. The annual inspection by a Pall Water Field Services Engineer (FSE) determines the system functional status, offers preventative maintenance recommendations, and
ensures the plant is operating within the membrane warranty parameters. This time is also used to provide new operators training and complete the required exam with a Pall Water FSE. The more experienced operators have the opportunity to discuss system changes with a Pall Water FSE and receive any refresher training needed. In the past, the same FSEs that performed the initial commissioning of the membrane filtration system have performed the annual inspection
and refresher training, which is anticipated to continue. Having this contract in place gives the WTP 24/7 phone support from Pall Water at no additional cost.
UNRESOLVED ISSUES: None
ALTERNATIVES: Forgo annual inspection and pay for phone support at a cost of $250 per
initial incident call and $375/hr for each follow up call per incident.
FISCAL EFFECTS: The inspection is budgeted for in the WTP Operating budget. The cost of the annual inspection is $12,320. This amount will be recurring annually for the 3-Year Term of the Plan.
Attachments: Aftermarket Comprehensive Services Plan
Report compiled on: September 14, 2020
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Pall Water Proposal No.: OPP1478425
Date: June 30, 2020
Pall Water Systems 839 NYS Route 13 Cortland, NY 13045 CSC: #866-475-0115
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Aftermarket Comprehensive Services Plan
for
City of Bozeman
Pall Water Aria Filtration System
Equipment Type Large Water 6
Racks
PALL SAP#: 566060
WBS No. ..................................... 01.000163
Start Up Date:
Module Warranty Expires: 9/30/24
Equipment Warranty Expired: 9/30/16
Company Contact: Jill Miller
E-Mail: jmiller@bozeman.net
Phone:
Site Location: 7022 Sourdough Canyon Rd.
Bozeman, MT 59715
Table of contents
Page
1 Cover Page; Ordering Instructions and table of contents
2 Proposal Summary, Description of Services and pricing detail
3 Customer Authorization for Service Form; Site & Billing addresses
4 Definition of Contract Terms
6 Essential Service Event Details
8 Terms and Conditions
Ordering Instructions
Complete the “Customer Authorization for Service” form on page 3 and remit to:
Pall Water Customer Service
Email: Pall_Technology_csc@pall.com
OR
P.O. Box 5630, 839 State Route 13
Cortland, New York 13045-5630
Fax: 607-758-4526
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Pall Water Systems 839 NYS Route 13 Cortland, NY 13045 CSC: #866-475-0115
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PROPOSAL SUMMARY
Pall Water provides a post-warranty support service plan to ensure continued aftermarket operation of
your System. Over time, machinery ages and may malfunction. Components and technology also get
upgraded - or become obsolete - as new innovations develop and get implemented. Our Technical Team
is also commissioned to 24/7 on-call availability.
The frequency of the proposed service is an Annual visit. If you require service frequency of Semi-Annual or
Quarterly, the contract can be revised to accommodate your service needs. If additional service support is
required beyond the contract frequency and scope, it can also be provided at the Pall standard service rates
above. Advance authorization is required for any time that exceeds the scope of service and the amount of
the issued PO. Additional T&E will apply.
DESCRIPTION OF SERVICE Pricing Per
visit
Annual
Service Plan
Fee per 12-Mo. visit
SYSTEM INSPECTION SERVICE* (MM #38588)
Overall System Review
•Review system and process operation
•Make system adjustments and improvements as time allows
•Identify future needs for operation staff to maintain plant
performance
•All travel and expenses included in pricing
$6,720.00 $6,720.00
REFRESHER TRAINING* (MM #16115)
(performed in conjunction with the above-scheduled System
Inspection Service visit during the contracted Services Plan visit) •Hands on refresher training
$5,600.00 $5,600.00
ANNUAL RATES $12,320.00 $12,320.00
**Note: Without an Aftermarket agreement, non-contracted customers will be subject to a Fee-per-
Incident for phone support service (credit card required at time of call).
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Customer Authorization for Service Form
Effective Date and Duration: This Agreement will be effective as of the date signed below, and will remain
in effect:
• for 12 consecutive months (or as indicated in the annual or multi-year contract)
• or until 30 days after receipt of written notice of termination by either party.
Customer Billing Address: Customer Shipping Address (Spare Parts):
Customer Comments:
Requested Date(s) to Schedule Service Visit(s):
(unless deemed emergency service, please allow a 4-week window to accommodate scheduling by Pall
Water Systems.)
Remit this form & PO# to our Pall Water Customer Service email: pall_technology_csc@pall.com
Annual 3-Year Term Circle Plan Term:
Purchase Order No. or Reference for Billing:
DateSignature
Title/PositionPrint Name
Company:
I am an authorized representative of the Customer, and I accept the Terms and Conditions of this Service
Agreement on behalf of the Customer. I authorize Pall Water Systems to perform the work defined in this
agreement, and accept the costs and charges defined in this agreement.
WTPJMM10062020
City of Bozeman
January
City of Bozeman WTP
7024 Sourdough Canyon Road
Bozeman, MT 59715
City of Bozeman WTP
7024 Sourdough Canyon Road
Bozeman, MT 59715
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Definition of Plan Terms
Pall - Pall Water or its assigned Representative
Customer - Company or Organization purchasing services as defined by this contract The Customer’s
maintenance staff will be responsible for supplying tools, ladders, lifts, or other equipment required to
execute the maintenance function. Site personnel will be solely responsible for ensuring that all maintenance
procedures are performed in accordance with all applicable safety regulations.
FSE - The role of the Pall Water Field Service Engineer (FSE) is to complement the sites existing technical
/ maintenance staff by providing expertise specific to Pall Water supplied technology. The Pall Water FSE
will direct site maintenance staff in the proper execution of maintenance procedures.
Description of the Plan Services
1.System Inspection Service
2.Refresher Training
1.System Inspection Service
Upon arrival, the Pall Water FSE will meet with designated plant personnel to review the planned scope
of work for the Inspection, and obtain confirmation prior to proceeding. Should the Customers
expectations be outside of the scope of work, the inspection will not proceed until Pall Water and the
Customer agree to the Scope of Service. If necessary, Scope changes can be quoted and accepted
onsite, prior to performing the planned service.
The FSE will perform a comprehensive inspection of the Pall Water Aria Filtration System, which
includes all hardware and operating parameters to determine System functional status, and make
preventive maintenance recommendations. Should an issue be identified that can be resolved by the
FSE during this visit, a price for the immediate service can be provided, and the work completed with
your approval by means of a verbal change order to Pall Water Systems Customer Service. Advance
authorization is required for any time that exceeds the Scope of Service and the amount of the issued
PO.
Upon completion of the service, the FSE will meet with designated Plant personnel to review the findings
of the Inspection, and discuss any problems, corrective actions or recommendations.
2.Operator Training
To support proper operation of your system, Pall recommends that you take advantage of a training
session with actual hands-on time to achieve a significant level of competence and confidence with
the equipment. Sessions should be repeated annually as refresher training, or when you have new
system operators.
Classroom instruction will ONLY be provided if it is specifically indicated as part of the proposal
summary. The content would include information on the Principles of Filtration, and Cross-flow
Technology, as well as general procedures will be presented in a combination of PowerPoint slides and
hands-on activities. A training binder would be provided for each participant.
Hands-on CIP training / refresher CIP refresher training is ONLY provided when Pall performs the CIP
service, and if it is specifically indicated as part of the proposal summary. The CIP service visit should
be scheduled preferably when reduced system flux suggests the modules could benefit from cleaning.
As Pall Systems require periodic cleaning; the cleaning frequency will vary. CIP neglect will cause
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long-term flux deterioration, which can be difficult to restore. If not performed on a regular basis, CIP
Protocols may become unfamiliar, ominous and critical.
3. 24/7 Aftermarket Phone Support Service
Pall Water Engineers provide live, around-the-clock technical support. They account for their Phone
Service time (consults, troubleshooting, parts recommendations, remote access, etc.), both, during
regular business hours, as well as after hours (on-call). Their services are allocated to each customer’s
account at no charge.
For technical support, Warranty assistance, or Services & Spares orders, Customers can contact Pall
Water toll free at #866-475-0115.
If the problem cannot be resolved over the telephone, the Customer can request a Pall Water System
Service Representative to visit the site location. You will be quoted an Emergency Service Rate,
including last-minute travel expenses. Where possible, the FSE will use remote modem access to
troubleshoot and resolve problems.
Important Note: Non-contracted customers are charged at a Fee-per-Incident rate, applicable to
assigned engineering time.
4. Fee-per-Incident Technical Phone Support (non-contracted Customers)
Pall Water Engineers are on full-time rotation to provide live, around-the-clock technical support.
Prior to the phone consult, customers will need to provide a credit card number or PO# that will be billed
at Pall Water’s standard service rates, with a minimum charge of $250.00. Telephone support will be
billed per call, logged at a rate of $250.00 for the first 30 minutes, then, at $375.00/hour. The Customer
will only be billed the half hour rate once per Call Log Number. Subsequent calls for the same call log
will be billed at $375.00/hr.
If the problem cannot be resolved over the telephone, the Customer can request a Pall Water System
Service Representative to visit the site location. You will be quoted an Emergency Service Rate and
billed for last-minute travel expenses.
Essential Service Event Details
Materials: This proposal covers the scope of work described above. All additional materials purchased
by Pall Water for use on your System that have been verbally authorized by you to complete this work
will be invoiced as part of this contract.
Scheduling: When possible, Pall Water will make every effort to accommodate a Customer’s schedule
for services, once they have been defined and communicated. Field Service requires a minimum 4-
week advance notification. Upon receipt of your purchase order, we can confirm the schedule, and
allocate the appropriate Pall Water Service resources.
Validity: This proposal is valid for 90 days.
Terms of Sale: Pall Water Standard Terms and Conditions of Sale of Services apply.
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Terms of Service:
▪ Regular minimum service charge is for a 10-hour day. Maximum workday is 12 hours,
including travel time.
▪ Travel time and expenses are included in the Service.
Service Order acceptance and payment terms: Pall Water requires all accounts outstanding beyond 30
days to be paid in full prior to order acceptance. Your account status will be verified at the time of order
placement, and you will be notified if you have a balance due. To avoid order processing, goods
shipment, or service scheduling delays, please insure your account is up to date in advance of placing
your order. Charges per the proposal will be invoiced automatically, and become payable within 30
business days of receipt.
Changes: If additional service is required beyond the Plan frequency and scope, Pall Water will work
with you to make those changes. Advance authorization is required for any activity that exceeds the
scope of service and the amount of the issued PO. Additional T&E may apply.
Pall Water shall not implement any changes in the Scope of Services described in its proposal unless
Customer and Pall Water agree to the details of the change, and any resulting price, schedule or other
contractual modifications. This includes any changes necessitated by a change in applicable law.
A Purchase Order or acceptable letter of authorization, including Travel & Expense per diem
reimbursements, and a signed copy of the attached Customer Authorization of Service Form is required
prior to Pall Water providing the services defined in this proposal.
Maintaining an Aftermarket Service Plan, or an Aftermarket Phone Support Service, provides the best
possible return on your Pall Water System investment. The Plan also provides pre-emptive measures that
help to identify potential anomalies or malfunctions which may create untimely disruptions, costly down-
times, or otherwise, could contribute to disaster response issues encountered by Municipal Plants and a
community’s water system. Implementing the Service Plan ensures priority response and avoids the Fee-
per-Incident charges.
Sincerely,
Alexander Braman
Inside Sales Representative
Phone: 720-202-6536
E-mail: alexander_braman@pall.com
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Terms and Conditions of Sale of Services
1. Acceptance: Acceptance by Pall Corporation (“Seller”) of Buyer's order is limited to Seller's express terms and conditions of sale
contained herein and on the face of any order acknowledgment form, Seller’s quotation, proposal or similar document
delivered by Seller to Buyer (the “Seller's Acknowledgment Form”) and any terms incorporated herein or therein by reference
("Seller's Terms and Conditions of Sale"). .
2. Services:
2.1 Seller will provide such services (“Services”) as are expressly described in its quotation, proposal, statement of
work or other document executed by Seller (the “Quote”) during normal business hours and will charge Buyer in
accordance with Seller’s then current schedule of rates, unless otherwise specified in the Quote. Services
requested or required by Buyer to be performed outside of normal business hours or in an expedited manner or
in addition to the Services included in the Quote will be charged at Seller’s then current schedule of rates,
including any applicable overtime or expediting charges, and will be in addition to the charges outlined in the
Quote.
2.2 The schedule for the provision of Services is the best estimate possible based on conditions existing at the time
of Seller's acceptance of the order or Seller's Quote and receipt of all specifications, as applicable, and in the
case of non-standard Services, any such date is subject to Seller's receipt of complete information necessary
for completion of Services. Seller assumes no liability whatsoever, including loss of use or for any other direct,
indirect, or consequential damages, due to delays.
2.3 It is understood that the Services provided by Seller are not to be considered Professional Engineering Services
or Works-for-Hire. In the event design documentation requires a Professional Engineering Stamp, a written
scope and definition of responsibility must be executed by Buyer and Seller.
3. Prices: Except as may be specifically provided in Seller's quotation, all prices are subject to change without notice.
4. Taxes: All prices are exclusive of any applicable U.S.A. federal, state or local sales, use, excise or other similar taxes. All such taxes
will be for Buyer's account and will be paid by Buyer to Seller upon submission of Seller's invoices. Buyer agrees to
make tax accruals and payments to the tax authorities as appropriate. If Buyer is exempt from any applicable sales tax or
equivalent but fails to notify Seller of such exemption or fails to furnish its Sales Tax Exemption Number to Seller in a timely
manner and Seller is required to pay such tax, the amount of any such payment made by Seller will be reimbursed by Buyer
to Seller upon submission of Seller's invoices.
5. Payment:
5.1 Payment for U.S. and Puerto Rico billing shall be made by Buyer in U.S. Dollars net thirty (30) days after the
of date of invoice. Payment for non-U.S. billing shall be in accordance with Seller's written instructions.
5.2 A monthly interest charge at the rate of 1.5% or the maximum legal rate allowed by applicable law, whichever
is lower, will be assessed on all past due payments calculated from the date of invoice.
5.3 Seller may, at any time or times, suspend performance of any order or require payment in cash, security or other
adequate assurance satisfactory to Seller when, in Seller's opinion, the financial condition of Buyer or other
grounds for insecurity warrant such action.
5.4 All sales are subject to the approval of Seller's credit department.
5.5 Buyer may not setoff any amounts that may be claimed by Buyer against any amounts that are owed to
Seller.
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6. Warranty, Limitation of Liability and Remedies:
6.1. SELLER MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH
RESPECT TO ANY OF THE SERVICES, NOR IS THERE ANY OTHER WARRANTY, EXPRESS OR IMPLIED,
EXCEPT AS PROVIDED FOR HEREIN.
6.2 Seller further warrants that all Services will be performed in a workmanlike manner and that Seller will use suitably qualified personnel (this warranty shall survive for 90 days following Seller’s completion of the Services).
Seller’s liability under any service warranty is limited (in Seller’s discretion) to repeating the Service that during
the foregoing 90-day period does not meet this warranty or issuing credit for the nonconforming portion of the
Service.
6.3 If Seller determines that any warranty claim is not, in fact, covered by the foregoing warranties, Buyer shall pay Seller
Seller’s then customary charges for any additionally required Services. Buyer shall notify Seller promptly in
writing of any claims and provide Seller with an opportunity to inspect and test the Service claimed to fail to
meet the above warranty. Buyer shall provide Seller with a copy of the original invoice for the Service. All claims
must be accompanied by full particulars, including system operating conditions, if applicable.
6.4 In no event will Seller be liable for any damages, incidental, special, consequential, indirect, punitive or otherwise,
including loss of profit, remanufacturing costs and rework costs, and lost Buyer product costs (other than price
of Seller service) whatever the claim (tort, breach of contract or warranty or otherwise) and whatever the forum,
whether arising out of or in connection with the manufacture, packaging, delivery, storage, use, misuse or non-
use or resale of any of its Services or any other cause whatsoever. Without limiting the generality of the
foregoing, in no event will Seller be liable for any losses or damages in excess of the three times the order value
with respect to the Services sold to Buyer hereunder which are claimed to fail to meet above warranties.
6.5 In no event shall Buyer be entitled to claim under the above warranty if Buyer is in breach of its obligations, including
but not limited to payment, hereunder.
7. Indemnity/Waiver of Claims/Insurance: For other than Services rendered, to the fullest extent permitted by law, Seller agrees to
release, defend, indemnify, and hold harmless Buyer, its agents, representatives, employees, and officers (collectively
referred to for purposes of this Section as Buyer) from and against any and all claims, demands, actions, fees and costs
(including attorney’s fees and the costs and fees of expert witness and consultants), losses, expenses, liabilities (including
liability where activity is inherently or intrinsically dangerous) or damages connected therewith recovered from or suffered
by Buyer to the extent caused by (i) the negligent, reckless, or intentional misconduct of Seller; (ii) any negligent, reckless,
or intentional misconduct of any of Seller’s agents; or (iii) any breach of contract by Seller.
For Services rendered, to the fullest extent permitted by law, Seller agrees to indemnify and hold Buyer harmless against
claims, demands, suits, damages, losses, and expenses, including reasonable defense attorney fees, to the extent caused
by the negligence or intentional misconduct of Seller or Seller’s agents or employees.
Such obligations shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would
otherwise exist. The indemnification obligations of this Section must not be construed to negate, abridge, or reduce any
common-law or statutory rights of Buyer as indemnitee(s) which would otherwise exist as to such indemnitee(s).
Seller’s indemnity under this Section shall be without regard to and without any right to contribution from any insurance
maintained by Buyer.
Should Buyer be required to bring an action against Seller to assert its right to defense or indemnification under this
Agreement or under the Seller’s applicable insurance policies required below, Buyer shall be entitled to recover reasonable
costs and attorney fees incurred in asserting its right to indemnification or defense but only if a court of competent jurisdiction
determines Seller was obligated to defend the claim(s) or was obligated to indemnify Buyer for a claim(s) or any portion(s)
thereof.
In the event of an action filed against Buyer resulting from Buyer’s performance under this Agreement, Buyer may elect to
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represent itself and incur all costs and expenses of suit.
These obligations shall survive termination of this Agreement and the services performed hereunder.
In addition to and independent from the above, Seller shall at Seller’s expense secure insurance coverage through an
insurance company or companies duly licensed and authorized to conduct insurance business in Montana which insures the
liabilities and obligations specifically assumed by the Seller in this Section. The insurance coverage shall not contain any
exclusion for liabilities specifically assumed by the Seller in this Section.
The insurance shall cover and apply to all claims, demands, suits, damages, losses, and expenses that may be asserted or
claimed against, recovered from, or suffered by Buyer. Seller shall furnish to Buyer an accompanying certificate of insurance
and accompanying endorsements in amounts not less than as follows:
• Workers’ Compensation – statutory;
• Employers’ Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate;
• Commercial General Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate;
• Automobile Liability - $1,000,000 property damage/bodily injury per accident; and
• Professional Liability - $1,000,000 per claim; $2,000,000 annual aggregate.
The above amounts shall be exclusive of defense costs. Buyer shall be endorsed as an additional or named insured on a
primary non-contributory basis on both the Commercial General and Automobile Liability policies. The insurance and
required endorsements must be in a form suitable to Buyer Seller shall notify Buyer with no less than thirty (30) days’ notice
of Seller’s receipt of notice that any required insurance coverage will be terminated or Seller’s decision to terminate any required
insurance coverage for any reason.
8. Cancellation: Buyer may not cancel its order after Seller's acceptance unless all the details are approved in writing by the parties,
including Buyer's agreement to pay a stated amount of termination charges.
9. Ownership of Materials: All devices, equipment, designs (including drawings, plans and specifications), estimates, prices, notes,
electronic data and other documents or information prepared or disclosed by Seller in connection with Services provided,
and all related intellectual property rights, shall remain Seller’s property. Buyer is not authorized to use information supplied
by Seller for other purposes unless agreed to in writing by Seller, or unless otherwise required by Federal or State public
notice laws .
10. Entire Agreement: Seller's Terms and Conditions of Sale constitute the entire agreement between the parties hereto and
supersede all prior agreements and understandings, oral and written, between the parties relating to the subject matter
hereof. Seller’s Terms and Conditions of Sale shall be binding on the parties and their successors and permitted assigns.
No change, addition to or waiver of any of the terms of Seller’s Terms and Conditions of Sale shall be binding as to the parties
hereto unless approved in writing by the parties hereto or their authorized representatives.
11. Quotation: All quotations by Seller are subject to change or withdrawal without prior notice to Buyer, unless otherwise specifically
stated in the quotation. Quotations are made subject to approval by Seller of Buyer's credit. All sales, contracts and orders
become effective only if and when approved and accepted in writing by Seller by the issuance of the Seller Acknowledgment
Form and shall be subject to these terms and conditions.
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12. Confidentiality: If Seller discloses or grants Buyer access to any research, development, technical, economic, or other business
information or "know-how" of a confidential nature, whether reduced to writing or not, Buyer will not use or disclose any such
information to any other person or company at any time, without Seller's prior written consent.
13. Force Majeure: Whenever performance by either party of any of its obligations hereunder, is substantially prevented by reason
of any act of God, strike, lock-out, or other industrial or transportation disturbance, fire, lack of materials, law, regulation
or ordinance, war or war conditions, or by reason of any other matter beyond its reasonable control, then such performance
shall be excused, and deemed suspended during the continuation of such event and for a reasonable time thereafter,
delayed, or adjusted accordingly.
14. Validity: If any provision of Seller’s Terms and Conditions of Sale is held invalid by any competent authority to be illegal or
unenforceable in whole or any part, such provision shall be ineffective, but only to the extent of such invalidity or
unenforceability, without invalidating the remainder of such provision, nor the other provisions, which shall not be affected.
15. Governing Law, Service of Process: Seller’s Terms and Conditions of Sale and the parties’ agreement for the sale of Services shall be governed by the laws of the State ofMontana.
16. Jurisdiction. Each party hereby waives all objections to the jurisdiction specified herein on the grounds of inconvenient forum or
otherwise. A judgment, order or decision of those Montana courts in respect of any such claim or dispute shall be
conclusive and may be recognized and enforced by any courts of any state, country or other jurisdiction.
17. Nondiscrimination and Equal Pay: Seller agrees that all hiring by Seller of persons performing this Agreement shall be on the basis
of merit and qualifications. Seller will have a policy to provide equal employment opportunity in accordance with all applicable
state and federal anti-discrimination laws, regulations, and contracts. Seller will not refuse employment to a person, bar a
person from employment, or discriminate against a person in compensation or in a term, condition, or privilege of employment
because of race, color, religion, creed, political ideas, sex, age, marital status, national origin, actual or perceived sexual
orientation, gender identity, physical or mental disability, marital status or sex distinction. The Contractor shall be subject to
and comply with Title VI of the Civil Rights Acts of 1964; Section 140, Title 2, United States Code, and all regulations
promulgated thereunder.
Seller represents it is, and for the term of this Agreement will be, in compliance with the requirements of the Equal Pay Act
of 1963 and Section 39-3-104, MCA (the Montana Equal Pay Act). Seller must report to Buyer any violations of the Montana
Equal Pay Act that Seller has been found guilty of within 60 days of such finding for violations occurring during the term of
this Agreement.
Seller shall require these nondiscrimination terms of its subcontractors providing services under this Agreement.
18. Survival: All payment, confidentiality and indemnity obligations, warranties, limitations of liability, product return, and ownership
of materials provisions together with those Sections the survival of which is necessary for the interpretation or enforcement
of these terms and conditions, shall continue in full force and effect for the duration stated in such provisions or the applicable
statute of limitations.
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