ITB NO_ 1001_2025 _ POWER DISTRIBUTION MATERI.pdf

INVITATION TO BID (ITB) – 1001-2025

POWER DISTRIBUTION MATERIAL SUPPLIES

BIDS Due by 3:00 P.M. FRIDAY, JANUARY 17TH, 2025

Lindell Y. Miller, CPPO, MBA, Purchasing Department 3667 Main Street College Park, Georgia 30337

Dear Vendor:

I thank you for your interest in doing business with the City of College Park. We look forward to a very successful procurement process. Please take notice of the response submittal requirements and the l certification checklist outlined in this solicitation. Please be sure to read and follow the instructions very carefully, as any misinterpretation or failure to comply with instructions may result in dismissal of your submittal. Any changes(s) to this solicitation will be conveyed through the written addenda process. In addition, notification of addenda is posted on the City's website, which is located at Bid Posting(s) - City of College Park (collegeparkga.com) and the Georgia

Procurement Registry website https://ssl.doas.state.ga.us/PRSapp/PR index.jsp.

Please read carefully and follow all instructions provided in the addendum, as well as the instructions provided in the original solicitation. It is solely the vendor's responsibility to routinely check the City's website at Bid Posting(s) - City of College Park (collegeparkga.com) and

The Georgia Procurement Registry website https://ssl.doas.state.ga.us/PRSapp/PR_index.jsp for any changing information prior to their reply.

One of the objectives of the Procurement Division is to provide quality and efficient service. If you have any questions, please visit our website or contact the agent of concern. The staff of the

City of College Park strives to provide excellent service "while purchasing best for less with the highest level of transparency, efficiency and integrity".

Again, thank you in advance for your continued interest in doing business with the City of College Park.

Lindell Y. Miller, CPPO, MBA

Purchasing Department https://www.collegeparkga.com/departments/purchasing_department/bid_posting_s_ https://www.collegeparkga.com/departments/purchasing_department/bid_posting_s_ https://ssl.doas.state.ga.us/PRSapp/PR_index.jsp

City of College Park Department City of College Park 3667 Main Street

College Park, Georgia 30337

INVITATION TO BID (ITB) NO.1001-2025

POWER DISTRIBUTION MATERIALS SUPPLIES

Table of Contents

PURPOSE

PROPOSAL DUE DATE

CONTACT PERSON AND INQUIRIES

ITB SCHEDULE OF EVENTS

CLARIFICATION & ADDENDA

SUBMISSION REQUIREMENTS

OVERVIEW PROPOSAL REQUIREMENTS 40

PROPOSAL EVALUATION

BID FORM …………………………………….

EXHIBIT I (DETAILED SCOPE OF SERVICES)

EXHIBIT II (REFERENCE VERIFICATION FORM

EXHIBIT III – REQUIRED CERTIFICATIONS/ATTACHMENTS FORM

FORM 1 NON-COLLUSION BIDDING CERTIFICATE

FORM 2 NON-COLLUSION SUB-CONTRACTOR

FORM 3 CERTIFICATION REGARDING DEBARMENT

FORM 4 INELIGIBILITY CERTIFICATE

FORM 5 CERTIFICATION OF DRUG-FREE WORKPLACE

FORM 6 CONFLICT OF INTEREST

FORM 7 AFFIDAVIT VERIFYING STATUS

FORM 8 CERTIFICATION REGARDING LOBBYING

FORM 9 PROPOSAL SUBMITTAL LETTER

FORM 10 GEORGIA SECURITY AND IMMIGRATION CONTRACTOR AFFIDAVIT

FORM 11 GEORGIA SECURITY SUB-CONTRACTOR AFFIDAVIT

FORM 12 CERTIFICATE OF ACCEPTANCE

3667 Main Street

College Park, Georgia 30337

POWER DISTRIBUTION MATERIAL SUPPLIES

INVITATION TO BID (ITB) NUMBER 1001-2025

PURPOSE

The City of College Park Power Department is soliciting requests for bid for (electrical) distribution material. Specifications are included and items that do not meet the included specifications may be considered only if deviations are noted and manufacturer’s specification accompanies the bid response.

The City of College Park Power Department is requesting the following items listed on the Quote Sheet to purchase, with specifications included. Items that do not meet the included specifications may be considered ONLY if deviations are noted and manufacturer’s specification accompanies the bid response.

All qualification submittals will be evaluated in accordance with the applicable City of College Park rules, regulations, and laws.

Solicitation Method: This solicitation is being conducted in accordance with all applicable provisions of the City of College Park Purchasing Policy. By submitting a Proposal in reference to this solicitation, a Proponent acknowledges that it is familiar with all laws applicable to this solicitation, including, but not limited to, the City’s Purchasing Manual Guidelines.

2. COMMUNITY BACKGROUND

City od College Park City Council (City) is the governing authority of the City of College Park. The affairs of the City are conducted by a mayor and four (4) member City Council. This elected body is responsible for the active coordination of community resources, to meet community needs.

The City Manager, who is appointed by the Mayor and City Council, oversees the day-to-day operations of the city, and ensures the efficient delivery of City Services. All activities and functions of the city are administered by the City Manager under the jurisdiction of the Mayor and City Council as set forth in State and Local Laws.

3667 Main Street

College Park, Georgia 30337

SECTION 2.0

OBTAINING THE ITB

All potential Bidders can obtain a copy of the Bid and Specifications located on the City’s website at Bid Posting(s) - City of College Park (collegeparkga.com) and Georgia Procurement Registry website https://ssl.doas.state.ga.us/PRSapp/PR_index.jsp. The bid is administered by the City of

College Park, Purchasing Department.

2.1 PRE-BID MEETING

All Pre-Bid meeting, or any other information session (if indicated in the schedule of events) will be held via Zoom. Information regarding the meeting will be listed in the “Schedule of Events” of this ITB. Unless indicated otherwise, attendance is not mandatory, although suppliers are strongly encouraged to attend. However, in the event the conference has been identified as mandatory, then a representative of the supplier must attend the conference in its entirety to be eligible for a contract award.

2.2 BID OPENING DATE

All bids are due in the Purchasing Department of City of College Park located in the City of

College Park, City Hall, 3667 Main Street College Park, GA 30337 on or before Friday, January 17, 2025, at 3:00 PM, EDT via Zoom, legal prevailing time. All submitted proposals shall be time and date stamped according to the clock at the front desk of the City of College Park

Purchasing Department. Any proposals received after this appointed schedule will be considered late and will be returned unopened to the Proposer. The proposal due date can be changed only by addendum.

Each envelope or package on the outside shall be clearly marked as follows:

INVITATION TO BID (ITB) NO. 1001-2025

Power Distribution Materials, Supplies City of College Park, Jack P. Longino - City Hall Attn: Purchasing Department 3667 Main Street College Park, GA 30337 ITB DUE DATE: Friday, January 17 th

, 2025 (3: 00P.M) EST

Bid responses will be received no later than Friday, January 17th, 2025 (3: 00P.M) (EST) at the, 3667 Main Street, College Park Georgia, 30337.

https://ssl.doas.state.ga.us/PRSapp/PR_index.jsp

3667 Main Street

College Park, Georgia 30337

2.3 SUBMITTAL INSTRUCTIONS

It shall be the sole responsibility of the Proposer to have his/her proposal/bid submittal delivered to the

City of College Park Purchasing Department for receipt on or before the above stipulated due date and time. If a proposal is sent by U.S. Mail, FedEx, the proposer shall be responsible for its timely delivery to the Purchasing Department.

2.3.1 BID OPENING

The City of College Park Purchasing Department bid openings is online. For your convenience, bids will be opened and live streamed Wednesday at 3:00 p.m. via Teams. Joining the Teams meeting will allow you to view the vendors responding to each bid and when applicable, the bid amount submitted from each vendor. This will replace in-person bid openings.

To view the bid opening, please join the Teams meeting below: City of College Park is inviting you to a scheduled Teams meeting.

Topic: Invitation To Bids (ITB) No. 1001-2025, Power Distribution Materials supplies

Time: Friday, January 17th, 2025 03:00 PM Eastern Time (US and Canada)

Join Teams Meeting

Join the meeting now

Meeting ID: 245 905 868 025

Passcode: 4k5yz2Gn

2.4 CONTACT PERSON AND INQUIRIES

Any questions or suggestions regarding this ITB shall be submitted in writing to the Procurement

Division contact person, Lindell Y. Miller, Purchasing Director at

PurchasngDepartment@CollegeParkga.com, 3667 Main Street College Park, Ga 30337. Any response made by the City shall be provided in writing to all Proposers by addendum. No verbal responses shall be authoritative.

https://teams.microsoft.com/l/meetup-join/19%3ameeting_MjY5NGM1OTgtMDI5YS00MzdjLTlhM2QtNzNiNDRiMDZhZTUz%40thread.v2/0?context=%7b%22Tid%22%3a%226c75f594-8155-4405-8165-6f347374e39e%22%2c%22Oid%22%3a%222603c762-4cea-46cc-81f9-916eb39366fa%22%7d mailto:PurchasngDepartment@CollegeParkga.com

3667 Main Street

College Park, Georgia 30337

2.5 INVITATION TO BID “SCHEDULE OF EVENTS”

Below is the current Schedule of Events, local time (EDT), that will take place in the procurement process. The

City reserves the right to make changes to the schedule as the City determines is in its best interest. Unless otherwise notified in writing by the City, the dates indicated below for submission of items or for other actions on the part of a Provider shall constitute absolute deadlines for those activities and failure to fully comply by the time stated shall cause a provider to be disqualified.

EVENT

DATE

Request For Proposals Issued to Public Friday, December 13th, 2024

Non-Mandatory Pre-Bid (No Pre-bid Assigned)

No Pre-bid Assigned

Last Day for Questions to be Submitted Friday, January 3rd, 2025, 12 Noon, EDT

ITB Submittal Due Date Friday, January 17th, 2025 3 PM, EDT

Presentations TBA

Project Manager – Samuel Martin

3667 Main Street

College Park, Georgia 30337

2.6 NO CONTACT DURING THE PROCUREMENT PROCESS

Persons seeking an award of a City contract may not initiate or continue any verbal or written communications regarding a solicitation with any City Official, City Employee or other City representative other than the purchasing agent named in the solicitation between the date of the issuance of the solicitation and the date of the final contract award. The city manager or designee will review violations. If determined that such communication has compromised the competitive process, the offer submitted by the individual, firm or business may be disqualified from consideration for award.

2.7 CLARIFICATION & ADDENDA

Proposers may submit requests for clarifications or interpretations regarding this ITB and the

Contract. Proposers must prepare such requests in writing for the City’s consideration as set forth in this section of this ITB. While the City has not placed an initial limitation on the number of requests which can be submitted, Proposers are cautioned that if Proposers do not request meaningful clarifications or interpretations in an organized manner (e.g., limited frequency of requests), the City will set restrictions on the frequency and number of requests permitted. The city will not respond to requests, oral or written, received after Friday, January 3 rd

, 2025, 12 Noon, EDT., local prevailing time. The City reserves the right to post an addendum at any time prior to the bid opening date and it is the responsibility of the proposer to view the City’s website for any all-addendum post for specified solicitation. Proposers are advised that this section places no obligation on the part of the City to respond to any or all requests for clarification nor interpretation, and that the City’s failure to respond to any such request will not relieve the

Proposer of any obligations or conditions required by this ITB.

Requests for clarification or interpretation regarding this ITB shall only be Submitted in writing via letter or email to the designated Purchasing Representative:

Purchasing Manager: Lindell Y. Miller

Email: PurchasingDepartment@CollegeParkga.com

Telephone inquiries will not be accepted.

All responses to written requests for clarification, interpretation, or additional information will be distributed as addenda to this ITB and posted on the City website Bid Posting(s) - City of College

Park (collegeparkga.com) and Dashboard | GEORGIA PROCUREMENT REGISTRY

(state.ga.us) mailto:PurchasingDepartment@CollegeParkga.com https://www.collegeparkga.com/departments/purchasing_department/bid_posting_s_ https://www.collegeparkga.com/departments/purchasing_department/bid_posting_s_ https://ssl.doas.state.ga.us/GPRBuyerPortal/home

3667 Main Street

College Park, Georgia 30337

No oral interpretation, instruction, or information concerning this ITB given by any employee or agent of the City shall be binding on the City. Proposers who submit a Proposal in reliance on any such oral information risk having their response to this ITB deemed non-responsive by the City.

Only written responses issued by addendum to this ITB should be considered by the Proposers.

During the period provided for the preparation of bid response, the City may issue addenda to this

ITB. These addenda will be numbered consecutively and will be posted on the City website, Bid

Posting(s) - City of College Park (collegeparkga.com) and Dashboard | GEORGIA

PROCUREMENT REGISTRY (state.ga.us). These addenda will be issued by, or on behalf of, the

City and will constitute a part of this ITB.

Each Proposer is required to acknowledge receipt of each addendum by submitting an executed acknowledgment form. This acknowledgment shall include all addenda distributed prior to the

Proposal Submission Date. All responses to this ITB shall be prepared with full consideration of the addenda issued prior to the Proposal Submission Date.

http://www.cityofstockbridge.com/bids.aspx?id=4375&catid=26 http://www.cityofstockbridge.com/bids.aspx?id=4375&catid=26

3667 Main Street

College Park, Georgia 30337

INVITATION TO BID PROCEDURES

BIDDER INFORMATION:

1. Failure to return all pages of this Invitation to Bid may result in bid being deemed non-responsive.

2. Minimum specifications are intended to be open and non-restrictive. Contractors are invited to inform the City of College Park Purchasing Department whenever specifications or procedures appear not to be fair and open. Such information should be supplied as early in the procurement process as possible. Information received in less than five (5) days prior to the scheduled bid opening will not be acted upon unless the City of College Park Purchasing

Department rules that it is in the best interest of the City to consider.

3. Brand names and numbers when provided in solicitations are for reference and to establish a quality standard. Any reference to a brand name shall not be construed as restricting Bidders to that manufacturer (unless “no substitutes” is stated). Bids on equal items will be considered, provided the bid clearly describes the article offered and it is equal or better in quality and function and fully compatible with this requirement.

4. By submitting a bid, Bidder warrants that any goods or services supplied to City of College

Park Government meet or exceed the specifications set forth in this solicitation.

5. If any supplies, materials, and equipment are provided to the City under this solicitation, then such items shall be new and in first-class condition unless the solicitation specifically allows offers of used, reconditioned, or remanufactured items. If newly manufactured products are specified, such products shall be of recent origin and not previously used. No equipment of any type is acceptable if serial numbers or any other manufacturer’s identification labels or marks have been removed, obliterated, or changed in any way. A

Contractor delivering any such equipment to the City will be deemed to have breached the contract and appropriate action will be taken by the City of College Park Purchasing

Department.

6. Time of delivery is a part of the solicitation and an element of the contract that is to be awarded. If the Bidder cannot meet the required service delivery dates, a bid should not be submitted. Failure to deliver in accordance with the contract could result in the Contractor being declared in default.

7. Bid Withdrawal bids may be withdrawn at any time prior to the bid opening. After bids have been publicly opened, withdrawal of bids shall be based upon the City of College Park

Purchasing Policy.

3667 Main Street

College Park, Georgia 30337

Modifications or withdrawal of bids already received will be considered only if the requested modification or withdrawal is made prior to the scheduled closing time for the receipt of the bids. All modifications or withdrawals must be made in writing, over the signature of the

Bidder

8. Expenses of Preparing Responses to this ITB - The City accepts no responsibility for any expenses incurred by Bidders who submit bids in response to this ITB. Such expenses are to be borne exclusively by the Bidders.

9. It is the responsibility of each Bidder to ensure that its submission is received by 3:00 p.m. on the bid due date. The time/date stamp clock located in the City Hall building at the receptionist desk shall serve as the official authority to determine lateness of any bid. The bid opening time shall be strictly observed. Be aware that visitors to our offices will go through a security screening process upon entering the building. Bidders should plan enough time to ensure that they will be able to deliver their submission prior to our deadline. Late submissions, for whatever reason, will not be evaluated. Bidders should plan their deliveries accordingly.

Telephone or fax bids will not be accepted.

10. Business License. Bidders shall submit a copy of its current, valid business license with its

Bid or upon award. Georgia companies are to submit a valid county or city business license.

Contractors that are not Georgia companies are to provide a certificate of authority to transact business in the State of Georgia and a copy of a valid business license issued by its home jurisdiction. If Bidder holds a professional certification which is licensed by the state of

Georgia, then Bidder may submit a copy of its valid professional license with Bidder’s bid or upon award unless the Minimum Specifications require submittal with the bid. Any license submitted in response to this ITB shall be maintained by the Contractor for the duration of the contract.

SUBMISSION REQUIREMENTS

1. All bids should be completed in ink or typewritten. Errors should be crossed out and corrections entered in ink or typewritten adjacent to the error. The person signing the bid should initial corrections in ink.

2. If applicable, provide evidence that the Bidder is a City of College Park Firm.

3667 Main Street

College Park, Georgia 30337

3. Bids must be submitted in a sealed envelope(s) or box(es) with the Bidder’s name and “ITB No. 1001-2025 Power Distribution Materials and Supplies (Annual Contract with 2 Options to Renew”) on the outside of each envelope or box. All Bidders delivering submittals via delivery services, please place the sealed bid envelope(s) or box(es) inside the delivery service envelope(s) or box(es). Bidders are responsible for informing any delivery service of all delivery requirements. No responsibility shall attach to the City for the premature opening of a submission not properly addressed and/or identified.

Bids, including all attachments, must be received by the City in a sealed package no later than Friday, January 17th, 2025 at 3:00 PM, EDT and must be addressed to:

INVITATION TO BID (ITB) NO. 1001-2025

POWER DISTRIBUTION MATERIALS AND SUPPLIES

CITY OF COLLEGE PARK, CITY HALL

Proposer's Name and Address

CONTRACT AWARD:

1. Bids submitted will be evaluated and recommended for award to the lowest, responsive, and responsible Bidder(s).

2. The intent of this bid is to make an all-award; however, the City reserves the right to award by line item or multiple awards. The City may accept any item or group of items on any bid, whichever is in the best interest to the City of College Park

3. The intent of this bid is to make an all-award; however, the City reserves the right to award by line item or multiple awards. The City may accept any item or group of items on any bid, whichever is in the best interest of City of College Park.

4. The City reserves the right to reject any and all bids, to waive informalities, and to re-advertise.

5. The judgment of the City of College Park on matters, as stated above, shall be final. The City reserves the right to decide which Bid will be deemed lowest, responsive and responsible.

6. All bids shall be awarded to the lowest most responsive and responsible bidder, unless additional criteria and qualifications are established by the solicitation. If no criteria are specified in the solicitation, the award will be based upon the lowest most responsive and responsible bidder lump sum price alone.

7. Discrepancy in unit price. In case of discrepancy between a unit price and an extended price and total amount, the unit price will be presumed to be correct, subject, however, to correction to the same extent and in the same manner as any other mistake.

3667 Main Street

College Park, Georgia 30337

GENERAL TERMS AND CONDITIONS

CONTRACT:

The documents ("Contract Documents") that form the contract (the "Contract") between Buyer and

Seller are the Buyer's purchase order (the "PO") issued to Seller, all documents referenced in the PO

(including without limitation drawings, specifications, instructions, quality assurance requirements and any other referenced documents), all drawings, specifications and other documents referenced in the

Buyer's request for quotation issued to Seller for the Contract (unless and to the extent such documents are excluded from the Contract by express provisions in, and not by mere omission from, the PO), supplements to the PO issued to Seller by Buyer, these Terms and Conditions, and all documents referenced in any Contract Documents. What is required in any one Contract Document shall be deemed required by all Contract Documents and the Contract. Where there is any conflict or inconsistency between the provisions in one or more of the Contract Documents, the provision entitled

ORDER OF PRECEDENCE shall be controlling, unless otherwise agreed in a writing signed by the representative (or his/her successor) of Buyer who signed the PO.

ACCEPTANCE:

The acceptance by Seller that forms the Contract shall be deemed conclusively to have occurred upon

Sellers’s acknowledgment of the PO, shipment of any goods, performance of any services, or commencement of any work on supplies or goods covered by the Contract. Any acceptance by Seller on purported terms and conditions that differ in any way from the provisions of the Contract shall be effective to form and bind Seller to the Contract, but such terms and conditions shall not become part of, or in any way alter, amend or otherwise modify any of the provisions of, the Contract. Any shipment of goods, performance of services, or commencement of work on supplies by Seller shall be deemed to be only upon the terms and conditions contained in the Contract, except to the extent that Buyer may otherwise expressly consent in a writing signed by the representative (or his/her successor) of Buyer who signed the PO. Seller agrees that Buyer's acceptance or payment for any shipment of goods or similar act of Buyer shall not be claimed or construed to constitute such consent.

DELIVERY:

(a) Delivery must be in strict compliance with the schedule contained in the Contract and shall be made by Seller at such times and places and of such items and quantities as may from time to time be specified by Buyer. If Seller fails to meet its scheduled delivery dates and Buyer elects to call for expedited shipments, Seller will pay the difference between the method of shipping specified and the actual expedited rate incurred. Seller shall be responsible for any additional charges resulting from deviation from Buyer's routing instructions. If Seller fails to make delivery promptly and regularly, as

3667 Main Street

College Park, Georgia 30337 required under the Contract, Buyer may, in addition to other remedies available at law, terminate the

Contract by giving notice to Seller. Title and risk of loss shall remain in Seller until goods are delivered to the F.O.B. point specified in the Contract. Notwithstanding such delivery, Seller shall bear risk of loss or damage to goods purchased hereunder from the time that Buyer gives notice of rejection of goods pursuant to the inspection provisions of this Contract. If Seller encounters or anticipates difficulty in meeting the delivery schedule, Seller shall immediately notify Buyer in writing, giving pertinent details; provided, however, that such data shall be informational only in character and shall not be construed as a waiver by Buyer of any delivery schedule or date or of any rights or remedies of

Buyer provided by law or the Contract. Parts fabricated in excess or in advance of Buyer's release are at Seller's risk. Buyer reserves the right, without loss of discount privileges, to pay invoices covering items shipped in advance of the schedule on the normal maturity after the date specified for delivery.

(b) Packaging and packing of items to be delivered by Seller under the Contract shall insure safe arrival at their destination, secure lowest transportation cost, conform to requirements of common carriers and, in any event, comply with Buyer's minimum specifications.

INSPECTION:

Buyer shall have the right to inspect the goods and/or services supplied hereunder at any time during the manufacture or fabrication thereof at Seller's facilities or elsewhere. Such inspection may include, without limitation, raw materials, components, work in process, and completed products as well as drawings, specifications, and released data. Final inspection and acceptance shall be after delivery to the delivery point designated by Buyer. If any inspection or test is made by Buyer at Seller's facility or elsewhere, Seller shall provide reasonable facilities and assistance for the inspection personnel.

Buyer may reject all goods supplied hereunder which are found to be defective. Goods so rejected may be returned to Seller at Seller's expense. No inspection, examination or test, regardless of extensiveness or type, and no approval given in connection with any such inspection, examination or test, whether under the Contract or another contract for the same or similar goods and/or services, shall relieve Seller, or be claimed by Seller to relieve it, of any obligation to comply fully with all requirements of the

Contract, including the obligation to produce goods and/or services that conform to all requirements of the drawings, specifications and other Contract Documents. At Buyer's request, Seller shall repair or replace defective goods and/or services at Seller's expense. Failure to inspect goods and/or services, failure to discover defects in goods and/or services or payment for goods and/or services shall not constitute acceptance or limit any of Buyer's rights, including without limitation those under the

WARRANTY provisions of the Contract. In the event inspection reveals a defect or defects and schedule urgency requires that the defect or defects be corrected by Buyer to support production, all cost of such correction, including without limitation installation and removal, will be charged to Seller;

such charges will also include time and material and appropriate indirect and overhead expenses. Seller shall maintain an inspection system acceptable to Buyer covering the goods and/or services furnished hereunder.

3667 Main Street

College Park, Georgia 30337

OVER SHIPMENT:

Goods shall not be supplied in excess of quantities and shipping tolerances, if any, specified in the

Contract. Seller shall be liable for handling charges and return shipment costs for any excess quantities, and unless Seller agrees to pay for such costs, the over shipped material will be retained by Buyer at no cost.

PRICES:

Unless otherwise specified, prices are F.O.B. the place shown on the face of the PO and are exclusive of state sales and use taxes. No charge will be allowed for packing, crating, drayage, or storage. Seller warrants those prices charged for the goods and/or services are not higher than those charged to any other customer for goods and/or services of like grade and quality in similar or lesser quantities.

PAYMENT:

Seller shall be paid upon submission of properly prepared invoices in accordance with Buyer's invoicing instructions for materials and supplies delivered to and accepted by Buyer. Any adjustments in Seller's invoice due to shortages, rejection or other failure to comply with the provisions of this

Contract, or under any other order or contract between Buyer and Seller, may be made by Buyer before payment. Discount periods shall commence ten (10) days after the latest of scheduled delivery, actual delivery, or receipt of invoice. No charges will be honored unless specified on the face of the PO.

Invoices must be accompanied by transportation receipt, if transportation is payable as a separate item.

WARRANTY:

Seller warrants those goods ordered to specifications will conform thereto and to any drawings, samples, or other description furnished or adopted by Buyer, and will be fit and sufficient for the purpose intended; and that all goods are merchantable, of good material and workmanship, and free from defect. Regarding any services provided under this Contract, Seller warrants: 1) that Seller is qualified to perform all services required of the Seller by this Contract; 2) that Seller possesses all licenses required of all public entities having jurisdiction over the Seller and the Buyer to perform such services; and 3) that Seller’s workmanship will conform to all specifications and will perform as specified. Such warranties, together with Seller's other service warranties and guarantees, if any, shall survive inspection, test, acceptance of, and payment for the goods and/or services and shall run to

Buyer, its successors, assigns, customers at any tier, and ultimate user and joint users. Notices of any defects or nonconformity shall be given by the Buyer to the Seller within fifteen (15) months after acceptance by ultimate user; provided however that in the event the goods are designed by Seller, notice must be given within three (3) years after acceptance by ultimate user. The rights and remedies of the Buyer concerning latent defects shall exist indefinitely, and shall not be affected in anyway by any terms and conditions of this Contract, including this clause. Buyer may, at its option, and in

3667 Main Street

College Park, Georgia 30337 addition to other remedies available at law, either (i) return for credit, (ii) require prompt correction or replacement of the defective or nonconforming goods and/or services, or (iii) have the defective items corrected or replaced at Seller's expense and deduct the cost thereof from any monies due Seller. The return to Seller of any defective or nonconforming goods and delivery to Buyer of any corrected or replaced goods and/or services shall be at Seller's expense. Goods and/or services required to be corrected or replaced shall be subject to the provision of this paragraph and the paragraph of this

Contract Document entitled "inspection" in the same manner and to the same extent as goods and/or services originally delivered under this Contract. In addition to correcting or replacing any defective or nonconforming goods and/or services, Seller shall also reimburse Buyer for all costs and expenses incurred by Buyer in connection with inspection and discovery of the defects, identifying and correcting the cause of such defects and all other activities reasonably undertaken by Buyer to obtain conforming goods and/or services or attempting to obtain from the ultimate user a waiver to permit the defective goods and/or services to be used with all or part of the defective conditions.

BUYER'S ASSISTANCE AND COOPERATION:

During Seller's performance of this Contract, Buyer may, but has no obligation to, provide assistance to, or cooperate with, Seller in activities that facilitate the proper performance and completion of this

Contract by Seller. Such assistance and cooperation may include without limitation: (i) providing engineering or other analysis or advice on correcting manufacturing deficiencies or other problems; (ii) acquiescing in a change of manufacturing facilities or location; (iii) refraining from strict enforcement of time schedule requirements under the Contract; (iv) permitting use of test materials or documentation not performed or produced under this Contract. Such assistance or cooperation by

Buyer shall not be construed, and Seller agrees that it will not claim that any such assistance or cooperation operates, to relieve Seller from complete, proper and punctual performance of all of

Seller's obligations under this Contract.

COMPLIANCE WITH LAWS AND REGULATIONS:

Seller warrants that in the performance of this order Seller will comply with all applicable statutes, rules, regulations and orders of the United States, and of any State or political subdivision thereof, and agrees to indemnify Buyer against any loss, cost, damage or liability, by reason of Seller's violation of this warranty.

CHANGES:

Buyer may at any time, by a written notice, and without notice to sureties or assignees, make changes within the general scope of this Contract. If any such change causes an increase or decrease in the cost of, or the time required for, the performance of any part of the work under this Contract, whether changed or not changed by any such order, or affects any such order, or affects any other provisions of this Contract, an equitable adjustment shall be made in the price or delivery schedule, or both, and in such other provisions of this Contract as may be affected, and this Contract shall be modified in writing

3667 Main Street

College Park, Georgia 30337 accordingly. Any claim by Seller for adjustment under this paragraph shall be asserted in writing within twenty (20) days from the date of receipt of the written notice directing the change. Where the cost of property made obsolete or excess as a result of a change is included in the equitable adjustment, Buyer shall have the right to prescribe the manner of disposition of such property. The amount of any price increase from a change shall be based on the actual reasonable cost to perform the change. The amount of any price decrease from a change shall be based on the reduction in the Seller's cost that reasonably should have occurred as a result of the change. Seller shall maintain complete and accurate accounting records properly documenting the foregoing cost, and such records shall be produced for examination and copying by Buyer within ten (10) days of a request by Buyer. Failure to agree to any adjustment shall be a dispute within the meaning of the "Disputes" paragraph of this Contract

Document. However, nothing in this paragraph shall excuse the Seller from proceeding with the

Contract as changed. Any action taken by Seller which affects any provision of this Contract, including delivery and price, whether or not accomplished with the concurrence of Buyer's employees, shall not entitle Seller to an equitable adjustment in accordance with this paragraph, unless such action has been specifically directed by written notice issued by Buyer.

STOP WORK ORDER:

Buyer may at any time, by written notice to Seller, require Seller to stop all or any part of the work called for by this Contract for a period of up to ninety (90) days after the notice is delivered to Seller

("Stop Work Order"). Upon receipt of the Stop Work Order, Seller shall forthwith comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of ninety (90) days after a Stop Work

Order is delivered to Seller, or within any extension of that period to which the parties shall have agreed, Buyer shall either cancel the Stop Work Order, or terminate the work covered by this Contract as provided in the "Termination for Default" or the "Termination for Convenience" paragraphs of this

Contract Document, whichever may be appropriate. Seller shall resume work upon cancellation or expiration of any Stop Work Order. An equitable adjustment shall be made in the delivery schedule or price hereunder, or both, and this Contract shall be modified in writing accordingly, if the Stop Work

Order results in an increase in the time required for the performance of this order or in Seller's costs properly allocable thereto. The amount of any adjustment in the Contract price shall be determined as provided in the "Changes" paragraph of this Contract Document.

TERMINATION FOR DEFAULT:

(a) Buyer may, subject to the provisions of subparagraph (c) below, by written notice of default to

Seller, terminate the whole or any part of this Contract in any one of the following circumstances: (i) if Seller fails to make delivery of the goods and/or services or to perform this Contract within the time specified herein or any extension thereof; or (ii) if Seller 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 does not cure such failure within a period of ten (10) days or longer period (as Buyer may authorize in writing) after receipt of notice from Buyer specifying such failure.

(b) In the event Buyer terminates this Contract in whole or in part as provided in subparagraph (a)

3667 Main Street

College Park, Georgia 30337 above, Buyer may procure, upon such terms and in such manner as Buyer may deem appropriate, supplies or services similar to those so terminated, and Seller shall be liable to Buyer for any excess costs for the same, including without limitation all costs and expenses of the type specified in the

"WARRANTY" paragraph of this Contract Document; provided, that Seller shall continue the performance of this Contract to the extent not terminated hereunder.

(c) Except with respect to defaults of subcontractors, Seller shall not be liable for any excess costs if the failure to perform this Contract arises out of causes beyond the control and without the fault or negligence of Seller. Such causes may include, but are not limited to, acts of God, or of the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, flood, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather, but in every case the failure to perform must be beyond the control and without the fault or negligence of Seller.

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 Seller and the subcontractor, and without the fault or negligence of either of them, Seller 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 Seller to meet the required delivery schedule. The term(s) "subcontractor(s)" shall mean subcontractor(s) at any tier.

(d) If this Contract is terminated as provided in subparagraph (a) above, Buyer, in addition to any other rights provided in this Contract, may require Seller to transfer title and deliver to Buyer in the manner and to the extent directed by Buyer, (i) any completed goods, and (ii) such partially completed goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights

(hereinafter called "manufacturing materials") as Seller has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and Seller shall, upon direction of Buyer, protect and preserve property in the possession of Seller in which Buyer has an interest. Payment for completed goods and/or services delivered to and accepted by Buyer shall be at the Contract price. Payment for manufacturing materials delivered to and accepted by Buyer and for the protection and preservation of property shall be in an amount agreed upon by Buyer and Seller;

failure to agree to such amount shall be a dispute concerning a question of fact within the meaning of the paragraph of this order entitled "Disputes." Buyer may withhold from amounts otherwise due Seller for such completed supplies or manufacturing materials such sum as Buyer determines to be necessary to protect Buyer or the Government against loss because of outstanding liens or claims of former lien holders or for damages otherwise caused by Seller's failure to perform its obligations under the

Contract.

(e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined for any reason that Seller was not in default under the provisions above, or that the default was excusable under the provisions of this paragraph, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to the "Termination for Convenience" paragraph of this Contract Document.

3667 Main Street

College Park, Georgia 30337

(f) The rights and remedies of Buyer provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

TERMINATION FOR CONVENIENCE:

Buyer may at any time by written notice terminate all or any part of this Contract for Buyer's convenience. If this Contract is terminated, in whole or in part, for Buyer's convenience, Seller shall be paid an amount, to be mutually agreed upon, which shall be adequate to cover the actual reasonable cost paid by Seller for the actual labor and material reasonably used by Seller to perform the work under this Contract to the effective date of termination, plus a reasonable profit thereon; provided that no amount shall be paid to Seller for (i) any anticipatory profits related to work under this Contract not yet performed, or (ii) costs incurred due to Seller's failure to terminate work as ordered on the effective date of termination. In no event shall the total amount paid under the provisions of this paragraph exceed the prices set forth in this Contract for the work terminated. If a Government contract number is cited on the face of the PO, a termination for Buyer's convenience shall be accomplished in accordance with FAR 52.249, as in effect on the date of this

Contract, which shall be controlling over any conflicting provisions hereof.

INDEMNIFICATION:

If this Contract is issued under a Government prime contract or subcontract, Seller shall indemnify

Buyer against and hold Buyer harmless from all claims, expenses, and losses, arising out of performance of this Contract by Seller (i) when such claims, expenses, and losses result from the failure of Seller to furnish to Buyer, in accordance with the provisions of the relevant regulations, cost or pricing data, which is accurate, complete and current at the time of Seller's and Buyer's agreement to the negotiated price or at the time when Buyer requests a reaffirmation of the same, and (ii) when such claims, expenses and losses result from Seller's failure to comply with the rules and regulations, connection with covered contracts.

DATA:

All drawings and specifications, furnished or paid for by Buyer shall be the property of Buyer, shall be subject to removal at any time without additional cost upon demand by Buyer, shall be used only in filling orders from Buyer, and shall be kept separate from other drawings and specifications, and identified as the property of Buyer. The information contained in reports, drawings, documents or other records which are furnished to Seller by Buyer relative to this Contract, to the extent that such information is not in the public domain, shall not be disclosed to others, except to subcontractors as necessary for completion of this Contract, in which event the subcontractor shall have the same obligation of nondisclosure. Upon completion, termination, or cancellation of this Contract, Seller shall return all drawings and specifications to Buyer, in the event Buyer requests return of any such items, 3667 Main Street

College Park, Georgia 30337 within thirty (30) days after the effective date of completion, termination, or cancellation. Any such data of Buyer retained by Seller shall remain subject to the foregoing restrictions on use, reproduction and disclosure. Upon termination of this Contract, either for default or convenience, Buyer may, at

Buyer's option, use, on a non-exclusive basis, all drawings, documents or other records related to this

Contract whether created by Buyer or Seller without further compensation to Seller. Seller may not disclose the existence of this Contract or the items to be supplied hereunder without Buyer's written consent, except to subcontractors who shall have the same responsibility.

WORK ON BUYER'S DESIGNATED PREMISES:

In the event that Seller, Seller's employees or agents or Seller's subcontractors enter Buyer's designated premises for any reason in connection with this Contract, Seller and such other parties shall observe all security requirements and all plant safety, plant protection, and traffic regulations. Seller shall defend, indemnify, and hold Buyer harmless from all claims, actions, demands, loss, and causes of action, arising from injury, including death, to any person, or damage to any property, when such injury or damage results in whole or in part from the acts or omissions of Seller, Seller's employees or agents, save and except damage caused by the sole negligence of Buyer. Seller, and any subcontractor used by

Seller in connection with this Contract, shall carry Workmen's Compensation and Employees' Liability

Insurance to cover Seller's and subcontractor's legal liability on account of accidents to their employees. Seller and the subcontractor shall carry adequate Comprehensive General Liability and adequate Comprehensive Automobile Liability Insurance covering accidents to their employees. Seller and the subcontractor shall carry adequate Comprehensive General Liability and adequate

Comprehensive Automobile Liability Insurance covering legal liability of Seller and the subcontractor on account of accidents arising out of the operations of Seller or the subcontractor and resulting in bodily injury, including death, being sustained by any person or persons, or in any damage to property.

At Buyer's request, Seller shall furnish to Buyer certificates from Seller's insurers showing such coverage in effect and agreeing to give Buyer ten (10) days' prior written notice of cancellation of the coverage.

ASSIGNMENT AND SUBCONTRACTING:

Seller shall not assign this Contract or any portion of this Contract, nor shall Seller subcontract for completed or substantially completed goods or services purchased hereunder without the prior express written consent of Buyer. No assignment or subcontract by Seller, including any assignment or subcontract to which Buyer consents, shall in any way relieve Seller from complete and punctual performance of this Contract, including without limitation all of Seller's obligations under the

WARRANTY provisions of this Contract.

NOTICES:

All notices required or permitted to be given hereunder shall be deemed to be properly given if delivered in writing personally or sent by United States certified or registered mail addressed to Seller or Buyer, as the case may be, at the addresses set forth on the face of the PO, with postage thereon

3667 Main Street

College Park, Georgia 30337 fully prepaid. The effective time of notice shall be at the time of mailing.

WAIVER:

No waiver by Buyer of any breach of this Contract or the granting of an extension for performance hereunder shall be deemed to be a waiver of any other or subsequent breach. Seller agrees that it will not claim that Buyer has waived any of Seller's performance requirements under this Contract, and no such waiver shall be effective to relieve Seller from complete and punctual performance of such requirements, unless such waiver is expressly stated in writing and signed by Buyer's representative

(or his/her successor) who signed the PO.

DISPUTES:

Pending resolution of any dispute hereunder, Seller shall proceed diligently with the performance of work, including the delivery of goods and/or services in accordance with Buyer's direction.

ORDER OF PRECEDENCE:

This Contract constitutes the entire, fully integrated agreement of the parties as to the subject matter hereof. In the event of any inconsistency among the foregoing, the inconsistency shall be resolved by giving precedence in the following order: (i) the purchase order to which these terms and conditions are attached; (ii) these terms and conditions; (iii) the drawings; (iv) the specifications; and (v) the other documents incorporated by reference.

APPLICABLE LAW:

The validity, performance and construction of this Contract shall be governed by and construed in accordance with the laws of the state of Georgia, excluding its choice of law rules. Jurisdiction and venue for any suit between the parties hereto arising out of or connected with this Contract, or the goods furnished hereunder shall lie only in the City of College Park (Fulton County, Georgia).

CONFIGURATION CONTROL:

Seller shall make no change in design, manufacturing, or assembly processes or source of supply, after approval of the first production test item or after acceptance of the first completed end item, without the written approval of the Buyer.