2-07 - Exhibit F - 33-301.pdf

B-2093845

Form 33.301 (01/25) Page 1 of 10 Exhibit F

DALLAS AREA RAPID TRANSIT

EXHIBIT F

GENERAL PROVISIONS

(SUPPLY CONTRACT)

TABLE OF CONTENTS

1. Definitions (6-202.01, OCT 24)

2. Additional Bond Security (6-202.08, OCT 24)

3. Assignment (6-202.14, OCT 24)

4. Authority Designated Holidays (D-200.11E, NOV 05)

5. Changes (6-202.02, OCT 24)

6. Disputes (6-202.11, OCT 24)

7. Equal Opportunity (6-202.15, OCT 24)

8. Examination and Retention of Records (6-203.19, OCT 24)

9. Extras (6-202.03, OCT 24)

10. Federal, State, and Local Taxes (6-202.13, OCT 24)

11. Governing Law (6-202.18, OCT 24)

12. Indemnification (6-203.22. OCT 24)

13. Inspection (6-202.05, OCT 24)

14. Interest of Public Officials (6-202.16, OCT 24)

15. Permits and Responsibilities (6-402.04, OCT 24)

16. Manufacturer’s Warranty (D-200.12A, JAN 02)

17. New Material (6-203.03, OCT 24)

18. Notice of Labor Disputes (6-203.06, OCT 24)

19. Order of Precedence (6-202-17, OCT 24)

20. Payments (6-202.07, OCT 24)

21. Payment of Interest on Contractor's Claims (6-202.12, OCT 24)

22. Pricing of Adjustments (6-203.01, OCT 24)

23. Prompt Payment (F-129, NOV 99)

24. Publicity Releases (6-203.16, OCT 24)

25. Retainage (6-303.16, OCT 24)

26. Substantial Completion (6-303.17, OCT 24)

27. Risk of Loss or Damage (6-202.06, OCT 24)

28. Royalties and Patents (6-203.17, OCT 24)

29. Termination for Default (6-202.09, OCT 24)

30. Termination for Convenience (6-202.10, OCT 24)

31. Variation in Quantity (6-202.04, OCT 24)

1. Definitions (6-202.01, OCT 24) As used throughout this contract, the following terms shall have the meaning set forth below:

(a) The term "the Authority" means the Dallas Area Rapid Transit Authority; and the term "duly authorized representative" means any person or persons, or board (other than the Contracting Officer) authorized in writing to act for the Authority.

(b) The term "Contracting Officer" means the person executing this contract on behalf of the Authority or his duly appointed successor; and the term includes, except as otherwise provided in this contract, the authorized representative of the Contracting Officer acting within the limits of his authority.

(c) Except as otherwise provided in this contract, the term "subcontracts" includes purchase orders under this contract.

(d) In computing any period of time established under this contract, "days" means calendar days, and the day of the event from which the designated period of time begins to run shall not be included, but the last day shall be included unless it is a Saturday, Sunday, or Federal or State of Texas holiday, in which event the period shall run to the end of the next business day.

Form 33.301 (01/25) Page 2 of 10 Exhibit F

2. Additional Bond Security (6-202.08, OCT 24) The Contractor shall promptly furnish additional security required to protect the Authority and persons supplying labor or materials under this contract if --

(a) any surety upon any bond, or issuing financial institution for other security, furnished with this contract becomes unacceptable to the Authority;

(b) any surety fails to furnish reports on its financial condition as required by the Authority;

(c) the contract price is increased so that the penal sum of any bond becomes inadequate in the opinion of the Contracting Officer.; or

(d) an irrevocable letter of credit (ILC) used as security will expire before the end of the period of required security. If the Contractor does not furnish an acceptable extension or replacement ILC, or other acceptable substitute, at least 30 days before an ILC’s scheduled expiration, the Contracting Officer has the right to immediately draw on the ILC

3. Assignment (6-202.14, OCT 24) The Contractor shall not assign the whole or any part of this contract or any monies due or to become due hereunder without the prior written consent of the Contracting Officer.

4. Authority Designated Holidays (D-200.11E, NOV 05)

The Authority designated holidays are: New Year’s Day (January 1); Martin Luther King, Jr., Day (third Monday in January); Presidents' Day (third Monday in February); Memorial Day (last Monday in May); Juneteenth (June 19) Independence Day (July 4); Labor Day (first Monday in September); Thanksgiving Day (fourth Thursday in November);

the day after Thanksgiving (fourth Friday in November); and Christmas Day (December 25). Holidays that fall on a Saturday are observed on the Friday before the holiday. Holidays that fall on a Sunday are observed the following Monday.

5. Changes (6-202.02, OCT 24)

(a) The Contracting Officer may at any time, and without notice to the sureties, if any, by a written order, make changes within the general scope of this contract in any one or more of the following: (i) drawings, designs, or specifications, where the supplies to be furnished are to be specially manufactured for the Authority in accordance with the drawings , designs or specifications; (ii) method of shipment or packing; and (iii) place of delivery.

(b) If any such change described in subsection (a) causes an increase or decrease in the Contractor's cost of, or the time required for, the performance of any part of the work under this contract, whether changed or not changed by the order, the Contracting Officer shall make an equitable adjustment in the contract price delivery schedule, or both, and shall modify the contract in writing .

(c) to Contractor must assert its right to an adjustment under this clause within 30 days from the date of receipt of the Contracting Officer's written order; However, if the Contracting Officer decides that the facts justify it, the Contracting Officer may receive and act upon a proposal submitted before final payment of the contract; provided, however, that later notice shall not bar the Contractor's claim if the Contractor can demonstrate that the Authority was not prejudiced by the delay in notification. In no event shall any claim be asserted after final payment.

(d) If the Contractor’s proposal includes the cost of property made obsolete or excess by the change, the contracting officer shall have the right to prescribe the manner of the disposition of the property.

(e) Failure to agree to any adjustment under this clause shall be a dispute concerning a question of fact within the meaning of the Disputes Clause of this contract. However, nothing in this clause shall excuse the Contractor from proceeding with the contract as changed pending resolution of the dispute.

6. Disputes (6-202.11, OCT 24)

(a) Except as otherwise provided in this contract, any dispute concerning a question of fact or law arising under or related to this contract which is not disposed of by agreement shall be decided by the Contracting Officer, who shall reduce the decision to writing and mail or otherwise furnish a copy thereof to the Contractor. The decision of the Contracting Officer shall be final and conclusive unless, on or before the 90th day from the date of receipt of such copy, the Contractor mails or otherwise furnishes a written appeal addressed to the Authority.

Form 33.301 (01/25) Page 3 of 10 Exhibit F

The decision of the Authority or its duly authorized representative on such appeal shall be final and conclusive as to questions of fact unless determined by a court of competent jurisdiction to have been fraudulent, capricious, arbitrary, so grossly erroneous as necessarily to imply bad faith, or not supported by substantial evidence. The decision of the Authority or its duly authorized representative shall not be final and conclusive as to questions of law. No action challenging such decision shall be brought more than two years from the date of the Contractor's receipt of such decision. In connection with any appeal of the Contracting Officer's decision, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its appeal. Pending the final resolution of a dispute hereunder, the Contractor shall proceed diligently with the performance of the contract and in accordance with the Contracting Officer's decision.

(b) If it is determined, on appeal, that the Contracting Officer's interpretation of the contract, direction to the Contractor, or any other action required by the Contracting Officer's decision was an erroneous determination of the rights and obligations of the parties under the contract, the Contractor's remedy shall be the same as if such action were a change order under the Changes Clause of this contract.

7. Equal Opportunity (6-202.15, OCT 24) During the performance of this contract, the Contractor agrees that it will, in good faith and in every work relationship, afford equal opportunity required by applicable federal, state, or local law to all employees and applicants for employment, without regard to their race, color, religion, sex, disability, national origin, age, veteran status, sexual orientation, political opinion/affiliation, or any other characteristic protected by law and to fully comply with all applicable laws for establishing ad implementing anti-discrimination policies. The Contractor further agrees to afford equal opportunity required by applicable federal, state, or local law to subcontractors and vendors which are "disadvantaged business enterprises" or "women owned enterprises" (both as defined by federal law or regulation in effect on the date of this contract). The Contractor agrees to insert the substance of this clause in all subcontracts and purchase orders.

8. Examination and Retention of Records (6-203.19, OCT 24)

(a) The Contracting Officer and his representatives shall have the audit and inspection rights described in the applicable paragraphs (b) and (c), below.

(b) Examination of Costs. If this is a cost-reimbursement type, incentive, time and materials, labor hour, or price re-determinable contract, or any combination thereof, the Contractor shall maintain, and the Contracting Officer and his representatives shall have the right to examine, all books, records, documents, and other evidence and accounting procedures and practices sufficient to reflect properly all direct and indirect costs of whatever nature claimed to have been incurred and anticipated to be incurred for the performance of this contract. Such right of examination shall include inspection at all reasonable times at the Contractor's plants, or such parts thereof, as may be engaged in or maintain records in connection with the performance of this contract.

(c) Certified cost or pricing data. If the Contractor submitted certified cost or pricing data in connection with the pricing of this contract or if the Contractor's cost of performance is relevant to any change or modification to this contract, the Contracting Officer and his representatives shall have the right to examine all books, records, documents, and other data of the Contractor related to the negotiation, pricing, or performance of such contract, change, or modification for the purpose of evaluating the costs incurred and the accuracy, completeness, and currency of the cost or pricing data submitted. The right of examination shall extend to all documents necessary to permit adequate evaluation of the costs incurred and the cost or pricing data submitted, along with the computations and projections used therein.

(d) The materials described in (b) and (c), above, shall be made available at the office of the Contractor at all reasonable times for inspection, audit, or reproduction until the expiration of three (3) years from the date of final payment under this contract, except that:

(1) if this contract is completely or partially terminated, the records relating to the work terminated shall be made available for a period of three (3) years from the date of any final settlement; and

(2) records which relate to appeals under the Disputes Clause of this contract or litigation, or the settlement of claims arising out of the performance of this contract, shall be made available until such appeals, litigation, or claims have been resolved.

(e) The Contractor shall insert a clause containing all the provisions of this clause, including this paragraph (e), in all subcontracts exceeding $10,000 hereunder, altered to reflect the proper identification of the contracting parties and the Contracting Officer under the prime contract.

Form 33.301 (01/25) Page 4 of 10 Exhibit F

9. Extras (6-202.03, OCT 24) Except as otherwise provided in this contract, no payment for extras shall be made unless such extras and the prices therefore have been authorized in writing by the Contracting Officer.

10. Federal, State, and Local Taxes (6-202.13, OCT 24) The contract price includes all applicable federal, state, and local taxes and duties. The Authority is exempt from Texas state and local sales and use taxes, and any such taxes included on any invoice or voucher received by the Authority shall be deducted from the amount of the invoice or voucher for purposes of payment.

11. Governing Law and Required Clauses in Federally-Funded Third Party Contracts In addition to other applicable provisions of federal law, regulations, requirements, and guidance, all third party federally-funded contracts made by the Authority must contain provisions covering the following, as applicable:

(a) Governing Law. The rights, obligations, and remedies of the parties shall be governed by the laws of the State of Texas. Whenever there is no applicable state statute or decisional precedent governing the interpretation of, or disputes arising under or related to, this contract, then federal common law, including the law developed by federal boards of contract appeals, the United States Claims Court (formerly the Court of Claims), and the Comptroller General of the United States, shall govern. Venue for any action shall lie exclusively in Dallas County, Texas.

This is the complete agreement between the parties. If any provision of the contract is found to be invalid or unenforceable, the remaining provisions shall not be impaired.

(b) Davis-Bacon Act, as amended (40 U.S.C.§§3141 – 3148).

(c) Contract Work Hours and Safety Standards (40 U.S.C. §§3701 – 3708).

(d) Rights to Inventions Made Under a Contract or Agreement pursuant to 37 CFR Part 401.

(e) Clean Air Act (42 U.S.C. §§74010-07671q.) and Federal Water Pollution Control Act (33 U.S.C. §§12510-01388), as amended.

(f) Debarment and Suspension (Executive Orders 12549 and 12689).

(g) Restrictions on Lobbying) 31 U.S.C. §1352).

(h) Solid Wastes pursuant to §6002 at 40 CFR Part 247.

12. Indemnification (6-203.22. OCT 24) THE CONTRACTOR SHALL DEFEND FULLY INDEMNIFY AND HOLD HARMLESS THE AUTHORITY AND ALL OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, DAMAGES, LOSSES, AND EXPENSES (INCLUDING ATTORNEY'S FEES) OF WHATSOEVER NATURE, CHARACTER, OR DESCRIPTION THAT ANY PERSON OR ENTITY HAS OR MAY HAVE ARISING OUT OF OR

RELATED TO THE BREACH OF OR FAILURE TO PERFORM THE CONTRACT OR ANY SUBAGREEMENTS

THEREUNDER OR RESULTING FROM ANY NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE

CONTRACTOR OR SUBCONTRACTORS AND THEIR EMPLOYEES AND AGENTS.

13. Inspection (6-202.05, OCT 24)

(a) The Contractor shall provide and maintain an inspection system acceptable to the Authority covering supplies under this contract and shall tender to the Authority for acceptance only supplies that have been inspected in accordance with the inspection system and have been found by the Contractor to be in conformity with contract requirements. As part of the system, the Contractor shall prepare records evidencing all inspections made under the system and the outcome. These records shall be kept complete and made available to the Authority during contract performance and for as long afterwards as the contract requires. The Authority may perform reviews and evaluations as reasonably necessary to ascertain compliance with this paragraph. These reviews and evaluations shall be conducted in a manner that will not unduly delay the contract work. The right of review, whether exercised or not, does not relieve the Contractor of the obligations under the contract.

Form 33.301 (01/25) Page 5 of 10 Exhibit F

(b) The Authority has the right to inspect and test all supplies called for by the contract, (including without limitation raw materials, components, intermediate assemblies, and end products) at all times (including the period of manufacture) and places and, in any event, prior to acceptance. The Authority shall perform inspections and tests in a manner that will not unduly delay the work. The Authority assumes no contractual obligation to perform any inspection and test for the benefit of the Contractor unless specifically set forth elsewhere in this contract.

(c) In the event any supplies or lots of supplies are defective in material or workmanship or otherwise not in conformity with the requirements of this contract, the Authority shall have the right either to reject those supplies (with or without instructions as to their disposition) or to require their correction. Supplies or lots of supplies which have been rejected or required to be corrected shall be removed or, if permitted or required by the Contracting Officer, corrected in place by and at the expense of the Contractor promptly after notice and shall not thereafter be tendered for acceptance unless the former rejection or requirement of correction is disclosed. If the Contractor fails promptly to remove such supplies or lots of supplies which are required to be removed, or promptly to replace or correct such supplies or lots of supplies, the Authority either (i) may by contract or otherwise replace or correct such supplies and charge to the Contractor the cost occasioned the Authority thereby, or (ii) may terminate this contract for default as provided in the Termination for Default Clause of this contract. Unless the Contractor corrects or replaces such supplies within the delivery schedule, the Contracting Officer may require the delivery of such supplies at a reduction in price which is equitable under the circumstances. Failure to agree to such reduction of price shall be a dispute concerning a question of fact within the meaning of the Disputes Clause of this contract.

(d) If any inspection or test is made by the Authority or its authorized representative on the premises of the Contractor or a subcontractor, the Contractor without additional charge shall provide all reasonable facilities and assistance for the safety and convenience of the Authority's inspectors in the performance of their duties. If the Authority's inspection or test is made at a point other than the premises of the Contractor or a subcontractor, it shall be at the expense of the Authority, except as otherwise provided in this contract; provided, that in case of rejection, the Authority shall not be liable for any reduction in value of samples used in connection with such inspection or test.

All inspections and tests by the Authority shall be performed in such a manner as not to unduly delay the work.

The Authority reserves the right to charge to the Contractor any additional cost of the Authority's inspection and test when supplies are not ready at the time such inspection and test is required by the contract or when reinspection or retest is necessitated by prior rejection. Acceptance or rejection of the supplies shall be made as promptly as practicable after delivery, except as otherwise provided in this contract; but failure to inspect and accept or reject supplies shall neither relieve the Contractor from responsibility for such supplies as are not in accordance with the contract requirements nor impose liability on the Authority therefor.

(e) The inspection and test by the Authority of any supplies or lots thereof does not relieve the Contractor from any responsibility regarding defects or other failures to meet the contract requirements which may be discovered prior to acceptance. Except as otherwise provided in this contract, acceptance shall be conclusive except for latent defects, fraud, or such gross mistakes as amount to fraud.

14. Interest of Public Officials (6-202.16, OCT 24) The Contractor represents and warrants that no employee, official, or member of the Board (Executive Committee) of the Authority is or will be pecuniarily interested or benefited directly or indirectly in this contract. The Contractor further represents and warrants that it has not offered or given gratuities (in the form of entertainment, gifts, or otherwise) to any employee, official, or member of the Board (Executive Committee) of the Authority with a view toward securing favorable treatment in the awarding, amending, or evaluating the performance of this contract. For breach of any representation or warranty in this clause, the Authority shall have the right to annul this contract without liability and/or have recourse to any other remedy it may have at law.

15. Permits and Responsibilities (6-402.04, OCT 24) The Contractor shall, without additional expense to the Authority, be responsible for obtaining any necessary licenses, and permits and for complying with any federal, state, county, and municipal, laws, codes, and regulations applicable to the performance of the work, including, but not limited to, any laws or regulations requiring the use of licensed contractors to perform parts of the work. The Contractor also shall be responsible for all damages to persons or property that occur as a result of the Contractor's fault or negligence and shall take proper safety and health precautions to protect the work, the workers, the public, and the property of others. The Contractor also shall be responsible for all materials delivered and work performed until completion and acceptance of the entire work, except for any completed unit of work which may have been accepted under the contract.

Form 33.301 (01/25) Page 6 of 10 Exhibit F

16. Manufacturer’s Warranty (D-200.12A, JAN 02) Any and all standard manufacturer’s warranties shall accrue to the benefit of the Authority. The manufacturer’s warranties referenced herein shall be in addition to any contractual remedies set forth in this contract, and in addition to any and all other statutory remedies or warranties imposed on the Contractor for the benefit of the Authority.

17. New Material (6-203.03, OCT 24) Unless this contract specifies otherwise, the Contractor represents that the supplies and components (including any former property of the Authority identified in this contract) are new, including recycled (not used or reconditioned) and are not of such age or so deteriorated as to impair their usefulness or safety. If the Contractor believes that furnishing used or reconditioned supplies or components will be in the Authority's interest, the Contractor shall so notify the Contracting Officer in writing. The Contractor's notice shall include the reasons for the request along with a proposal for any consideration to the Authority if the Contracting Officer authorizes the use of used or reconditioned supplies or components.

18. Notice of Labor Disputes (6-203.06, OCT 24)

(a) If the Contractor has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this contract, the Contractor immediately shall give notice, including all relevant information, to the Contracting Officer.

(b) The Contractor agrees to insert the substance of this clause, including this paragraph (b), in any subcontract under which a labor dispute may delay the timely performance of this contract; except that each subcontract shall provide that in the event its timely performance is delayed or threatened by delay by any actual or potential labor dispute, the subcontractor shall immediately notify the next higher tier subcontractor or the Contractor, as the case may be, of all relevant information concerning the dispute.

19. Order of Precedence (6-202-17, OCT 24) In the event of any inconsistency between the provisions of the solicitation (including any resulting contract), the inconsistency shall be resolved by giving precedence in the following order: (a) the Schedule; (b) Special Solicitation Instructions and Conditions; (c) Solicitation Instructions and Conditions; (d) Special Provisions; (e) General Provisions; (f) other provisions of the contract whether incorporated by reference or otherwise; and (g) the specifications or statement of work.

Note: The clause above may exist in Exhibits C and F if both are included in the solicitation.

20. Payments (6-202.07, OCT 24) The Contractor shall be paid, upon the submission of proper invoices or vouchers, the prices stipulated herein for supplies delivered and accepted or services rendered and accepted, less deductions, if any, as herein provided. Unless otherwise specified, payment will be made on partial deliveries accepted by the Authority when the amount due on such deliveries so warrants; or, when requested by the Contractor, payment for accepted partial deliveries shall be made whenever such payment would equal or exceed either $1,000 or 50% of the total amount of this contract.

21. Payment of Interest on Contractor's Claims (6-202.12, OCT 24)

(a) If an appeal is filed by the Contractor from a final decision of the Contracting Officer under the Disputes Clause of this contract, denying a claim arising under the contract, simple interest on the amount of the claim finally determined to be owed by the Authority shall be payable to the Contractor. Such interest shall be at the rates determined by the United States Secretary of the Treasury from time to time pursuant to Public Law 92-41, 85 Stat. 97, from the date the Contractor furnishes to the Contracting Officer his written appeal under the Disputes Clause of this contract, to the date of (1) a final judgment by a court of competent jurisdiction, or (2) mailing to the Contractor of a supplemental agreement for execution either confirming completed negotiations between the parties or carrying out a decision of the Authority or its duly authorized representative. In no event shall the interest charged or payable hereunder exceed that allowable under Texas law.

(b) Notwithstanding (a), above, (1) interest shall be applied only from the date payment was due, if such date is later than the filing of appeal, and (2) interest shall not be paid for any period of time that the Contracting Officer determines the Contractor has unduly delayed in pursuing his remedies under this contract or before a court of competent jurisdiction.

Form 33.301 (01/25) Page 7 of 10 Exhibit F

22. Pricing of Adjustments (6-203.01, OCT 24) When costs are a factor in any determination of a contract price adjustment pursuant to the Changes Clause or any other provision of this contract, such costs shall be in accordance with Chapter 7 (Cost Principles) of the Authority's Procurement Regulations in effect on the date of this contract.

23. Prompt Payment (F-129, NOV 99) The Contractor agrees to pay each subcontractor under this Contract for satisfactory performance of its contract no later than 10 (ten) calendar days from receipt of each payment the prime receives from the Authority. The Contractor agrees further to release retainage payments (if applicable) to each subcontractor within ten (10) calendar days after the subcontractor's work is satisfactorily completed and final payment has been made to the subcontractor. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval from the Contracting Officer.

24. Publicity Releases (6-203.16, OCT 24) All publicity releases or releases of reports, papers, articles, maps, or other documents in any way concerning this contract or the work hereunder which the Contractor or any of its subcontractors desires to make for purposes of publication in whole or in part, shall be subject to approval by the Contracting Officer prior to release.

25. Retainage (6-303.16, OCT 24)

The Authority shall retain 5% of the contract price from each payment due the contractor until the work is substantially complete. The Authority shall not withhold more than five percent for any item in a bid schedule or schedule of values for the project, including materials and equipment delivered on site to be installed.

26. Substantial Completion (6-303.17, OCT 24)

(a) General.

(1) For the purposes of Retainage, Commencement, Prosecution and Completion of Work, and Liquidated Damages-Construction, the work shall be deemed complete when it is “substantially complete.”

(2) There may be different completion dates required for different phases or portions of the work, as established in the contract. However, the work shall be deemed “substantially complete” if and only if the Contractor has completed the work and related contract obligations in accordance with the contract documents, such that the Authority may enjoy the intended access, occupancy, possession, and use of the entire work without impairment due to incomplete or deficient work, and without interference from the Contractor's completion of remaining work or correction of deficiencies in completed work.

(3) In no event shall the work be deemed “substantially complete” if all fire and life safety systems are not tested and accepted by the authority having jurisdiction, where such acceptance is required under the contract.

(4) Unless otherwise specifically noted, or otherwise clear from context, all references in the contract to “acceptance” shall refer to issuance of a written determination of substantial completion by the Contracting Officer.

(b) Notice of Substantial Completion.

(1) With reasonable advance notice, the Contractor shall submit to the Contracting Officer a written proposal recommending a substantial completion date.

(2) If the Contracting Officer takes exception to the notice of substantial completion, the Contractor shall be entitled to a written notice of conditions precluding determination of substantial completion. The Contractor shall only be entitled to an extension of time to address such conditions if, and to the extent that, the Contracting Officer provides notice of such conditions more than 30 calendar days after receipt of the notice of substantial completion.

(c) Acceptance of Substantial Completion.

Form 33.301 (01/25) Page 8 of 10 Exhibit F

(1) The Contracting Officer shall conduct inspections and make a determination of substantial completion within a reasonable time.

(2) Substantial Completion shall be established by the Contracting Officer's issuance of a written determination specifying the date upon which the work is substantially complete.

(d) Contract Completion.

(1) The Contract is complete if and only if the Contractor has completed all work and related contract obligations, corrected all deficiencies and all punch list items, and complied with all conditions for final payment.

(2) The Contractor shall not be entitled to final payment or release of any retainage held by the Authority until after contract completion. If the Contractor does not achieve contract completion within the time required by this contract, the Authority shall be entitled, after providing notice to the Contractor, to complete any work remaining unfinished.

The Contractor shall be liable to the Authority for all costs incurred by the Authority to complete such work.

27. Risk of Loss or Damage (6-202.06, OCT 24) Except as otherwise provided in this contract, the Contractor shall be responsible for the supplies covered by this contract until they are delivered at the designated delivery point, regardless of the point of inspection. After delivery to the Authority at the designated point and prior to acceptance by the Authority or rejection and giving notice thereof by the Authority, the Authority shall be responsible for the loss, destruction of, or damage to the supplies only if such loss, destruction, or damage results from the negligence of officers, agents, or employees of the Authority acting within the scope of their employment. The Contractor shall bear all risks as to rejected supplies after notice of rejection, except that the Authority shall be responsible for the loss, destruction of, or damage to the supplies only if such loss, destruction, or damage results from the gross negligence of officers, agents, or employees of the Authority acting within the scope of their employment.

28. Royalties and Patents (6-203.17, OCT 24) The Contractor shall pay all royalties and license fees. The Contractor shall defend all suits or claims for infringement of any patent rights and shall save the Authority harmless from loss on account thereof, except when a particular design, process, or product of a particular manufacturer is specified by the Authority; provided, that, if the Contractor has reason to believe that the design, process, or product specified infringes a patent, the Contractor shall be responsible for such loss unless it promptly gives such information to the Contracting Officer.

29. Termination for Default (6-202.09, OCT 24)

(a) The Authority may, subject to the provisions of paragraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this contract in either one of the following circumstances:

(1) if the Contractor fails to make delivery of the supplies or to perform the service within the time specified herein or any extension thereof; or

(2) if the Contractor fails to perform any of the other provisions of this contract, or so fails to make progress as to endanger performance of this contract in accordance with its terms, and in either of these two circumstances does not cure such failure within a period of 10 days (or such longer period as the Contracting Officer may authorize in writing) after receipt of notice from the Contracting Officer specifying such failure.

(b) In the event the Authority terminates this contract in whole or in part as provided in paragraph (a) of this clause, the Authority may procure, upon such terms and in such manner as the Contracting Officer may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this contract to the extent, if any, it has not been terminated under the provisions of this clause.

Form 33.301 (01/25) Page 9 of 10 Exhibit F

(c) Except with respect to defaults of subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to, the following: acts of God or of the public enemy, acts of the Authority, fires, floods, epidemics, quarantine restrictions, mandated by an authority having jurisdiction strikes, freight embargoes, and unusually severe weather; provided, however, in every case the failure to perform must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a subcontractor and if such default arises out of causes beyond the control of both the Contractor and subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or services to be furnished by the subcontractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.

(d) If this contract is terminated as provided in paragraph (a) of this clause, the Authority, in addition to any other rights provided in this clause, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Contracting Officer (i) any completed supplies and (ii) such partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (hereinafter called “manufacturing materials”) as the Contractor has specifically produced or specifically acquired for the performance of such part of this contract as has been terminated; and the Contractor shall, upon direction of the Contracting Officer, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed supplies delivered to and accepted by the Authority shall be at the contract price. Payment for manufacturing materials delivered to and accepted by the Authority and for the protection and preservation of property shall be in an amount agreed upon by the Contractor and Contracting Officer. Failure to agree to such amount shall be a dispute concerning a question of fact within the meaning of the Disputes Clause of this contract. The Authority may withhold from amounts otherwise due the Contractor for such completed supplies or manufacturing materials such sum as the Contracting Officer determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.

(e) If, after notice of termination of this contract under the provisions of this clause, it is determined for any reason that the Contractor was not in default or that the default was excusable under the provisions of this clause, the rights and obligations of the parties shall be those provided in the Termination for the Convenience of the Authority Clause hereof. Failure to agree to any such adjustment shall be a dispute concerning a question of fact within the meaning of the Disputes Clause of this contract.

(f) The rights and remedies of the Authority provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract. Time is of the essence for all delivery, performance, submittal, and completion dates in this contract.

(g) As used in paragraph (c) of this clause, the terms “subcontractor” and “subcontractors” mean subcontractor(s) at any tier.

30. Termination for Convenience (6-202.10, OCT 24) The Contracting Officer may, whenever the interests of the Authority so require, terminate this contract, in whole or in part, for the convenience of the Authority. The Contracting Officer shall give written notice of the termination to the Contractor specifying the part of the contract terminated and when termination becomes effective.

(a) The Contractor shall incur no further obligations in connection with the terminated work, and, on the date set forth in the notice of termination, the Contractor will stop work to the extent specified. The Contractor also shall terminate outstanding orders and subcontracts as they relate to the terminated work. With approval or ratification to the extent required by the Contracting Officer, the Contractor shall settle the liabilities and claims arising out of the termination of subcontracts and orders connected with the terminated work. The Contracting Officer may direct the Contractor to assign the Contractor's right, title, and interest under terminated orders or subcontracts to the Authority. The Contractor must still complete the work not terminated by the notice of termination and may incur such obligations as are necessary to do so.

(b) The Contracting Officer may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Contracting Officer: (i) any completed supplies; and (ii) such partially completed supplies and materials, parts(both fabricated and unfabricated), tools, dies, jigs, fixtures, plans, drawings, information and contract rights (hereinafter called "manufacturing materials") as the Contractor has specifically produced or specially acquired for the performance of the terminated part of this contract. The Contractor shall, upon direction of the Contracting Officer, protect and preserve property in the possession of the Contractor in which the Authority has an interest. If the Contracting Officer does not exercise this right, the Contractor shall use its best efforts to sell such supplies and manufacturing materials, from which the proceeds of any transfer or disposition will be applied to reduce any payments to be made by the Authority under this contract, credited to the price or cost of the work, or paid in any other manner directed by the Contracting Officer.

Form 33.301 (01/25) Page 10 of 10 Exhibit F

(c) The Authority shall pay the Contractor the following amounts:

(1) contract prices for supplies or services accepted under the contract;

(2) costs incurred in preparing to perform and performing the terminated portion of the work plus a fair and reasonable profit on such portion of the work (such profit shall not include anticipatory profit on work not performed or consequential damages), less amounts paid or to be paid for accepted supplies or services;

provided, however, that if it appears that the Contractor would have sustained a loss if the entire contract would have been completed, no profit shall be allowed or included, and the amount of compensation shall be reduced to reflect the anticipated rate of loss;

(3) costs of settling and paying claims arising out of the termination of subcontracts (these costs must not include costs paid in accordance with subparagraph (2) of this paragraph); and

(4) the reasonable settlement costs of the Contractor including accounting, legal, clerical, and other expenses reasonably necessary for the preparation of settlement claims and supporting data with respect to the terminated portion of the contract and for the termination and settlement of subcontracts thereunder, together with reasonable storage, transportation, and other costs incurred in connection with the protection or disposition of property allocable to the terminated portion of this contract.

The total sum to be paid the Contractor under this section shall not exceed the total contract price plus the reasonable settlement costs of the Contractor reduced by the amount of payments otherwise made, the proceeds of any sales of supplies and manufacturing materials under this paragraph, and the contract price of work not terminated.

31. Variation in Quantity (6-202.04, JUN 86)

a) A variation in the quantity of any item called for by this contract will not be accepted unless such variation has been caused by conditions of loading, shipping, or packing, or allowances in manufacturing processes, and then only to the extent, if any, specified in paragraph (b) of this clause.

b) The permissible variation shall be limited to:

_0___ Percent increase _0___ Percent decrease

This increase or decrease shall apply to _the price schedule.

(e) The Contractor shall insert a clause containing all the provisions of this clause, including this paragraph (e), in all subcontracts exceeding $10,000 hereunder, altered to reflect the proper identification of the contracting parties and the Contr...