Item 4F Sterling McCall FordCITY OF
SOUTHLAKE
M 1:8M1101:7_1ZI1lII>►VAI
October 19, 2021
To: Shana Yelverton, City Manager
From: Sharen Jackson, Chief Financial Officer
Timothy Slifka, Purchasing Manager
Subject: Item 4F Approve purchase of replacement ambulance from Sterling
McCall Ford in an amount not to exceed $325,000
Action
Requested
Background
Information:
Financial
Considerations:
Approve purchase of replacement ambulance from Sterling McCall
Ford in an amount not to exceed $325,000
Per the Southlake Vehicle Replacement Policy this unit is scheduled
for replacement. State of Texas and City of Southlake bidding
requirements have been met by utilizing a BuyBoard cooperative
purchasing contract.
Department
Vehicle Type
Cost
Fire
Ford Ambulance
$325,000
TOTAL
$325,000
The City's Vehicle Replacement Committee in May 2021 reviewed
and discussed vehicles scheduled for replacement per the Policy and
to review available options. The committee evaluated individual
vehicle condition, repair history, age, mileage and usage before
recommending replacement.
The request will be funded through the FY 2022 Vehicle Replacement
Fund.
Strategic Link: C1 — Achieve the highest standards of safety and security.
B2 — Collaborate with select partners to implement service
solutions.
F2 — Invest to provide and maintain high quality public assets.
Citizen Input/
Board Review: None
Legal Review: None
Alternatives: Deny and retain the old ambulance. This will lead to increased
maintenance costs.
Supporting
Documents: BuyBoard Pricing Worksheets.
Staff
Recommendation: Approve the purchase of the replacement ambulance from Sterling
McCall Ford.
Customer Quote
Frazer,
9/22/2021 7:56:38 PM
Estimate No:
Q2329-0001
Quote Date:
9/22/2021
Expiration Date:
12/15/2021
Invoice To:
10827
Deliver To:
Salesperson:
EF
Clif Atom
Clif Atom
Southlake Fire Department
Southlake Fire Department
City of Southlake
City of Southlake
1400 Main Street
1400 Main Street
Southlake TX 76092
Southlake TX 76092
US
US
No.
Item
Description Quantity
U/M
Unit Price
Net Amount
1
1.00000000
EA
214,521.00000
214,521.00
USD
MODULE
Type 114' Module
2
1.00000000
EA
54,500.00000
54,500.00
USD
CHASSIS
2022 Ford F-450 Diesel
3
275.00000000
M
2.75000
756.25
USD
DELIVERY
Customer Pick Up - FOB Frazer
4
1.00000000
EA
1,262.00000
1,262.00
USD
7100
Intercom -Voice, 6 Position, Single
5
3.00000000
EA
462.00000
1,386.00
USD
6901
Headset -Soft Strap, Black/Blue
6
1.00000000
EA
1,000.00000
1,000.00
USD
HGAC-NEW
Contract AM10-20 for a New Unit
7
1.00000000
EA
24,000.00000
24,000.00
USD
STRYKER
POWER -PRO
XT
Cot -Stryker Power -PRO XT 6506
8
1.00000000
EA
0.00000
0.00
USD
SpecDoc
Configurable item to create the SpecDoc
Prod Frazer, Ltd. Page 1 of 2
efullick
Customer Quote Fr6wer,
9/22/2021 7:56:38 PM
Estimate No: Q2329-0001
Quote Date: 9/22/2021
Expiration Date: 12/15/2021
No. Item Description Quantity U/M Unit Price Net Amount
Sale Amount: 297,425.25
Order Disc( 0.0000%): 0.00
Surcharge: N/A
Sales Tax: 0.00
Misc Charges: 0.00
Total Amount: 297,425.25
Net 30
Prod Frazer, Ltd. Page 2 of 2
efullick
TM
EA a��r rater
ApZ i iz
Defining the future of Mobile Healthcare:"
For your convenience, all pricing has been itemized below per quote Q2329-0001 for Southlake Fire
Department
Base Module
$
114,621.00
Chassis Exterior
$
21,475.00
Module Exterior
$
33,175.00
Chassis Interior
$
3,525.00
Module Interior
$
41,725.00
Total $ 214,521.00
Items included in above totals:
1. Type I 14' Module
$
incl
2. This is a CAAS Unit
$
incl
Chassis Exterior:
3. Heat Shielding for Diesel Chassis
$
1,575.00
4. Chassis Options: Aluminum wheels
$
incl
5. Chassis Paint Layout: Paint Half - Red
$
4,425.00
6. Chassis: 2022 Ford F-450, Diesel, 4x2, Regular Cab, 108"
Cab to Axle, Ford White $
incl
(FA90:YO)
7. Suspension: LiquidSpring
$
11,550.00
8. Wheel type: Factory Aluminum
$
incl
9. Road Force Elite tire and wheel balancing
$
incl
10. Chassis Steps: Nerf Bars - Black
$
475.00
11. Grille Guard: Grille Guard with Wraparounds
$
incl
12. 10" and 12" Air Horns
$
1,125.00
13. Compressor Type: Standard
$
650.00
14. Switching Options: Momentary
$
75.00
15. Siren Amplifier: Howler
$
1,325.00
16. Window Tint (35% VLT) on Chassis Doors
$
275.00
17. Passenger's side Grille Light: Whelen M4 Red Light
$
incl
18. Driver's side Grille Light: Whelen M4 Red Light
$
incl
19. Passenger's side Intersect Light: Whelen M4 Red Light
$
incl
20. Driver's side Intersect Light: Whelen M4 Red Light
$
incl
Chassis Exterior Subtotal $
21,475.00
Module Exterior:
21. Power Source: Onan 5.5kW Generator
$
10,000.00
Page 1 of 12
TM
EA a��r rater
ApZ i iz
Defining the future of Mobile Healthcare:"
22. Non -Locking Gas Cap
$
incl
23. Module Paint Layout: Two Tone - Frazer White (Frazer White) and Red - Pierce 90
$
3,675.00
(FLNA 3042)
24. Rear Wall 3M Conspicuity Layout - Chevron : White Base Color and Red -
$
1,575.00
Translucent Overlay
25. Conspicuity Squares on Entry Doors Matching the Rear Wall
$
475.00
26. Frazer Provided Graphics
$
3,500.00
27. Body Drop on the Passenger's Side Forward of Rear Wheels
$
incl
28. GTT Opticom (Infrared)
$
1,950.00
29. Opticom Switching: On/Off Switch and Cut-off with park
$
incl
30. Shore Power: Single 30 Amp on Driver's Side Wall
$
incl
31. Pigtail/Plug Option: Pigtail
$
incl
32. Install Ignition Kill Switch
$
275.00
33. Coax 1: Run coax from location 1 to Chassis
$
incl
34. Coax 2: Run coax from location 2 to Chassis
$
incl
35. Coax 3: Run coax from location 3 to Electrical Compartment
$
incl
36. Coax 4: Run coax from location 4 to Electrical Compartment
$
incl
37. UNOC #1080 - Conspicuity in chevron pattern matching the rear wall installed
$
600.00
covering the lower half of all compartment doors.
38. Front Scene: Whelen Pioneer Plus Dual Panel LED (Surface)
$
2,000.00
39. Front Wall Light Layout: Lower 5 Lights
$
incl
40. Front Wall Light #1: Whelen M6 Red Light
$
incl
41. Front Wall Light #2: Whelen M6 Red Light
$
incl
42. Front Wall Light #3: Whelen M6 Clear Light
$
incl
43. Front Wall Light #4: Whelen M6 Red Light
$
incl
44. Front Wall Light #5: Whelen M6 Red Light
$
incl
45. Front Wall Driver Side Box Light: Whelen M6 Red Light
$
incl
46. Front Wall Passenger Box Light: Whelen M6 Red Light
$
incl
47. Driver Wall Front Box Light: Whelen M6 Red Light
$
incl
48. Driver Wall Rear Box Light: Whelen M6 Red Light
$
incl
49. Driver Wheel Well Light: Whelen M6 Clear/Red Light
$
75.00
50. Scene Light Option: Whelen Pioneer Plus Dual Panel LED (Surface)
$
2,950.00
51. 02 Compartment Style: Laydown 02 with Adjustable Shelf
$
incl
Page 2 of 12
TM
EA a��r rater
ApZ i iz
Defining the future of Mobile Healthcare:"
52. 02 Rollers for an H Cylinder $ incl
53.2 high D Cylinder Holder in the 02 Compartment Next to Laydown $ 175.00
54. Intermediate Compartment Style: Horizontal Adjustable Shelf $ incl
55. Electrical Compartment Style: Taller Electrical Compartment $ incl
56. Dometic Self -Contained A/C with Exhaust Fan $ incl
57. Rear Storage Compartment Style: Rear Storage with Adjustable Shelf $ incl
58. UNOC #1081 -Full height (76"") 02 compartment (from same level as the bottom of $ 1,750.00
the long lower storage compartment to just below the front corner light) for a laydown
02.
Divider + (2) shelves in 02 compartment:
- 40-13/32"" divider from lower shelf to ceiling, 12-1/2"" from rear
- Lower shelf is 20"" ID from the laydown shelf
- Upper shelf evenly divides teh area to the rear of teh divider, above the lower shelf
- Shorter front corner area with door
59. UNOC #1082 - Furnish and install (2) Streamlight Survivor flashlight with chargers
$
650.00
on ceiling and towards front wall in rear storage compartment; slides out towards
opening; wired battery hot.
60. UNOC #1083 - Welded shelf in the rear storage compartment; 25" ID from the floor
$
200.00
of the compartment to the bottom of the shelf.
61. UNOC #1084 - Add stainless steel threshold to the rear and bottom of the 3" taller
$
200.00
rear storage compartment.
62. UNOC #1085 - Furnish and install (2) KD-LP-6-SF SCBA brackets with flat bars
$
500.00
behind each bracket:
- (1) centered on the rear wall
- (1) centered on the forward wall
63. Module Window Option: Sliding Window
$
incl
64. Window Tint (5% VLT) on Entry Doors
$
275.00
65. Upper Rear Wall Light Layout: 3 Across
$
incl
66. Upper Light #1: Whelen M6 Load Light
$
incl
67. Upper Light #2: Whelen M6 Amber Light
$
incl
68. Upper Light #3: Whelen M6 Load Light
$
incl
69. Lower Light # 1: Whelen M6 Brake/Tail/Turn Red Light
$
incl
70. Lower Light #2: Whelen M6 Brake/Tail/Turn Red Light
$
incl
71. Lower Light #3: Whelen M6 Red/Amber Light
$
75.00
72. Lower Light #4: Whelen M6 Red/Amber Light
$
75.00
73. Rear Wall Driver Box Light: Whelen M6 Red Light
$
incl
74. Rear Wall Passenger Box Light: Whelen M6 Red Light
$
incl
Page 3 of 12
TM
EA a��r rater
ApZ i iz
Defining the future of Mobile Healthcare-
75. Lower BTTs: 2 Grote Lights on each side
$
incl
76. Treadbrite Add on: Warning Lights Below Rear Entry Doors
$
600.00
77. Driver Side Treadbrite Light: Whelen M4 Amber Light and Passenger Side Treadbrite $
incl
Light: Whelen M4 Amber Light
78. Rear Bumper
$
incl
79. Door Grabbers
$
incl
80. License Plate Light
$
incl
81. LTNOC #69 - Angled flange (15 degrees) on rear wall load lights in lieu of standard
$
150.00
bezels
82. UNOC #1086 - Custom rear wall light layout:
$
1,300.00
- Emergency lights in locations 1 and 2
- BTT's down low on top of stack
- (2) additional Whelen M6 BTT's in middle of stack
- (2) Whelen M6 back-up lights down low in stack
- Lower license plate light for stack
83. Passenger Wall Front Box Light: Whelen M6 Red Light
$
incl
84. Passenger Wall Rear Box Light: Whelen M6 Red Light
$
incl
85. Passenger Wheel Well Light: Whelen M6 Red/Clear Light
$
75.00
86. Front Backboard Style: Top/Bottom Divider
$
75.00
87. Interior Step Option: Double Step Well
$
incl
88. Passenger Rear Compartment Style: Onan Genset Compartment
$
incl
89. UNOC #1087 - Delete 6" dividers from front backboard compartment
$
incl
Module Exterior Subtotal $ 33,175.00
Chassis Interior:
90. Siren Speakers: Whelen SA 315 Speakers
$
incl
91. Tap-2 on Primary Siren
$
incl
92. Siren Option: Whelen C9 Siren in Console
$
incl
93. Mic 1 shipped loose
$
incl
94. HAAS Alert System: HAAS Alert Responder to Vehicle - 3 Year Sub
$
incl
95. Slot 1: Extended MDT plate - swivel, no fuel gauge (swivel on passenger side)
$
475.00
96. Slot 2: Double Slot Switch Panel
$
incl
97. Slot 3: Joined with 2
$
incl
98. Slot 4: Siren 1
$
incl
99. Slot 5: Single Blank
$
incl
Page 4 of 12
TM
EA a��r rater
ApZ i iz
Defining the future of Mobile Healthcare:"
100. Slot 6: Single Blank
$
incl
101. Kussmaul USB at Console
$
225.00
102. Console Switch Layout: Primary - Secondary - Howler - Opticom - Front Scene - Air
$
incl
Horn - Kussmaul USB - Rear Load - Interior Lights - Side Scene (Driver's Side) -
Side Scene (Passenger's Side) - Start/Stop Genset -
103. New Armrest
$
225.00
104. Console Layout: 6-Slot Console
$
incl
105. Rear of Console: Double Mapholder
$
375.00
106. Chassis Rear Wall: 3 High Glove Box Holder
$
225.00
107. Camera System: Voyager 7" Monitor with Back -Up Camera
$
1,700.00
108. White Back-up Camera
$
incl
109. UNOC #1088 - PRIMARY switch to control all front and side LED's; SECONDARY
$
300.00
switch to control rear LED's only
Chassis Interior Subtotal
$
3,525.00
Module Interior:
110. Protek Cushions
$
incl
111. Grey Interior
$
incl
112. Stainless Steel Countertops
$
incl
113. Front I/O with Lexan Doors
$
incl
114. Duplex Outlet in the Cabinet Above the Front I/O
$
incl
115. 15 Qt. Engel Fridge
$
950.00
116. Duplex Outlet on the Front Wall
$
incl
117. Aluminum Door in the Front Corner Area
$
incl
118. UNOC #1089 - Short front I/O with taller cabinet above
$
1,000.00
119. UNOC #496 - 3 receptacle 12VDC outlet with medical diode isolator on the front
$
250.00
wall next to the standard 120VAC duplex outlet (towards the driver's side); wired
battery hot
120. Location 1: 8 Switch panel
$
incl
121. Location 2: Double 02 Outlet
$
incl
122. Location 3: Electric 02 panel with monitor
$
1,800.00
123. Location 4: Volume Control Knob
$
incl
124. Location 6: Thermostat
$
incl
125. Location 7: Blank
$
incl
126. Location 8: Quad 120 VAC
$
incl
127. Location 9: Suction
$
incl
Page 5 of 12
TM
EA a��r rater
ApZ i iz
Defining the future of Mobile Healthcare:"
128. Kussmaul USB at Action Wall
$
225.00
129. Action Wall Switch Layout : Interior Lights; Dimmer; Ventilation Fan; Electric 02;
$
incl
Kussmaul USB; Blank; Blank; Blank;
130. IV Pump Bar at the End of the Action Wall
$
125.00
131. Sharps Container at Action Wall
$
incl
132. Acrylic Holder at the Action Wall Cabinet
$
incl
133. New 6pt Harness at the CPR Seat
$
525.00
134. Rear Door Switch Layout: Acknowledge; Blank; Dump/Bypass (Suspension); Rear
$
incl
Load;
135. UNOC #1090 - Wider stainless steel countertop to the rear of the CPR seat (14' unit)
$
650.00
without lip
136. UNOC #1091 - 12" deep cabinet to the rear of CPR seat with lexan doors and shelves
$
1,500.00
137. Head knocker options: With Speakers and Clock
$
1,000.00
138. Latching Double Interior Squad Bench Storage
$
1,050.00
139. Two Seating Positions at the Squad Bench - 2 and 3
$
incl
140. Harness Type for Seat Position 2: New 6pt Harness
$
525.00
141. Harness Type for Seat Position 3: No Harness
$
incl
142. Acrylic Holder and Sharps at Squad Bench
$
825.00
143. Double Squad Bench Cabinet
$
650.00
144. New Glove Box & Handrail at the Head of the Squad Bench
$
275.00
145. Trashcan With Lid at the Head of the Squad Bench
$
incl
146. 02 Outlet at the Squad Bench Wall
$
incl
147. 02 Outlet in Ceiling Raceway
$
325.00
148. IV Hanger on Ceiling Raceway
$
incl
149. Overhead Grabrails on Both Sides
$
225.00
150. IV Hanger on Squad Bench Ceiling
$
incl
151. UNOC #433 - Only install 72" overhead Grab Rails (14' Unit)
$
incl
152. Stryker cot tower only ( no antler and bar )
$
incl
153. Floor Options: New Stryker Power -LOAD System
$
28,000.00
154. Loncoin II Onyx Floor
$
incl
155. Captain's Chair Type: Valor's Captain's Chair with 4pt. Harness
$
1,575.00
156. Customer Provided Items Processing Fee
$
250.00
Module Interior Subtotal
$
41,725.00
157. Temporary Supply Chain Surcharge
$
4,721.00
Page 6 of 12
TM
EA a��r rater
ApZ i iz
Defining the future of Mobile Healthcare:"
All new Frazer EMS Vehicles come standard with the following features:
120V generator -powered electrical system independent of the chassis electrical
120V self-contained module heater & proprietary best -in -class air conditioner
Easily accessible electrical compartment located on exterior of vehicle
All aluminum module construction - No wood products!
Shear -plate method of attachment securing the module to the chassis
All aluminum powder -coated 12" deep interior cabinetry
Seamless cushions
All LED emergency warning and scene lighting
All LED interior ceiling lights
120VAC outlets conveniently located throughout unit
Three oxygen outlets
Action area with hinged service access panel to back of oxygen outlets and switches
Page 7 of 12
TM
EA a��r rater
ApZ i iz
Defining the future of Mobile Healthcare:"
Remit To:
Per TMVCC, we are quoting this through our
licensed franchise dealer, Sterling McCall Ford.
Sterling McCall Ford
6445 Southwest Freeway
Houston TX 77074
Email this quote along with your PO
to Erika Fullick at Efullick@frazerbilt.com
Standard Terms and Conditions
INVOICING AND PAYMENT TERMS: Vendor shall submit one (1) original invoice per payment due. The
invoice(s) shall include the items listed in accordance with the quote mentioned in the Sale Agreement with
reference to the Customer's Purchase Order Number.
If the Sale Agreement provides for any progress (or advance) payments based on specific milestones or
activities, Vendor's invoice shall certify to the accomplishment or performance by Vendor of said milestone or
activity, and that Customer has obtained a security interest in such Products to the extent of such payment.
Payment shall be due upon receipt of the invoice and delivery of the unit to the Customer unless previously
negotiated.
CANCELLATION POLICY: Cancellation of orders must be received 120 days prior to the agreed upon
delivery date. If the order is cancelled within the 120 day window, a fee of 25% of the total purchase order price
will apply.
DELIVERY TERMS: The products listed in the estimate are to be delivered Free On Board (FOB)
Destination to Houston,TX. Customer representative(s) will pick up the unit at upfitter location, 7219 Rampart
St., Houston, TX 77081 and transport it to their final destination at customer expense unless otherwise specified
in the Vendor quote.
Page 8 of 12
TM
EA a��r rater
ApZ i iz
Defining the future of Mobile Healthcare -
TERMINATION FOR CAUSE: Customer may terminate this Sale Agreement and any corresponding
Purchase Order, or any part thereof, for cause including, but not limited to the following Vendor actions: (1)
any default or breach of any of the terms and conditions of the Sale Agreement, (2) failure to provide Customer,
upon request, a reasonable assurance of future performance, or (3) bankruptcy, dissolution, or suspension of
payments by judicial decree. If Vendor does not cure such failure within a period of five (5) days or such a
longer period as Customer may authorize in writing after the date such notice is sent to Vendor, then
termination may proceed.
Vendor may also terminate this Sale Agreement and any corresponding Purchase Order for cause, and Vendor
will not be in breach of same, in the event any supplier to Vendor fails to deliver Products and/or component
parts in a timely fashion and Vendor cannot make alternate accommodations in order to comply with the
Parties' agreed upon completion and delivery dates.
CHANGE ORDERS: Vendor has the right to modify the Purchase Order requirements and conditions as
needed and will advise Customer in writing of such requested changes. Vendor shall not proceed with any
changes without Customer's written authorization. Any request by Customer to change the terms or conditions
of the Purchase Order, including product specifications, options, and price, must be made in advance of the
production job order release. Any changes made after the release of the production job order will incur a $350
fee per change order made in a 24 hour period and will be included on a secondary invoice. Vendor reserves the
right to refuse changes requested by the Customer.
PROPRIETARY INFORMATION, CONFIDENTIALITY AND ADVERTISING: All commercial,
financial or technical information in any form that Vendor provides to Customer shall be deemed proprietary
and confidential and Customer shall not disclose such information to third parties without Vendor's written
consent. Termination of the Sale Agreement shall not relieve Customer of this confidentiality obligation. Upon
Vendor's request, Customer shall return all confidential information to Vendor along with any reproductions, in
whole or in part. The confidentiality obligation does not apply to information that is in the public domain
through no fault of Customer or to information lawfully within Customer's possession prior to the date of the
Purchase Order, as evidenced by Customer's written records.
INDEMNIFICATION: Customer shall fully release, indemnify, defend and hold harmless Vendor, its co -
venturers, its contractors, and their respective affiliates, and Vendor's and their respective directors, officers and
employees (including agency personnel) ("Vendor Group") from and against any and all claims arising out of
the Customer's purchase, use, sale or incorporation of any Products purchased from Vendor into Customer's
products or equipment wherein it is claimed or alleged that Vendor's Products are defective or violate any
warranty, standard of care, industry standard or governmental regulation or term or condition of any Purchase
Page 9 of 12
TM
EA a��r rater
ApZ i iz
Defining the future of Mobile Healthcare -
Order without regard to any allegation of negligence on the part of the Vendor Group as it pertains to Vendor's
Products.
Vendor shall fully release, indemnify, defend and hold harmless Customer, its co -venturers, its contractors, and
their respective affiliates, and the Customer's and their respective directors, officers and employees (including
agency personnel) ("Customer Group") from and against any and all claims arising out of the Customer's
purchase, use, sale or incorporation of any Products purchased from Vendor into Customer's products or
equipment wherein it is claimed or alleged that Vendor's Products are defective or violate any warranty,
standard of care, industry standard or governmental regulation or term or condition of any Purchase Order
without regard to any allegation of negligence on the part of the Customer Group as it pertains to Vendor's
Products.
Customer Initials:
LIMITATIONS ON DAMAGES: In the event of any dispute, disagreement or breach alleged by Customer
on the part of Vendor, Customer's exclusive and sole remedy shall be repair or replacement, if practical, of the
module, or component part, by Vendor. If Vendor is not able to effectuate a repair, replacement, or cure that
brings the module, or component part, into compliance with the Parties' agreement, then Vendor shall refund
the sale price to Customer. In no event shall Vendor be liable to Customer, or to any third -party acting through
Customer, for any additional, consequential or punitive damages, or damages for lost sales, revenue or profits
claimed by Customer or any third -party acting through Customer.
FORCE MAJEURE: A force majeure delay shall mean any delay or other unforeseeable causes beyond the
reasonable control of the parry affected, provided that any such delay is not caused, in whole or in part, by the
acts or omissions of the parry so delayed and further provided that such parry is unable to make up for such
delay with reasonable diligence and speed. If any such cause delays Vendor's performance, the delivery date or
time for completion may be extended by a period of time reasonably necessary to overcome the effect of such
delay; however, Vendor shall take all reasonable measures to mitigate the effects of the force majeure event and
to minimize such delay. A party affected by a force majeure event shall notify the other party of such force
majeure event within forty-eight (48) hours of its knowledge of such event for the event to be considered a bona
fide force majeure event.
TITLE AND RISK OF LOSS: Title to the Products shall transfer to Customer upon receipt of Products by
Customer or its agent unless otherwise stated in the Sale Agreement. Notwithstanding the above, risk of loss of
the Products shall remain with Vendor until delivered to Customer.
Page 10 of 12
TM
EA a��r rater
ApZ i iz
Defining the future of Mobile Healthcare -
WAIVER: Vendor's failure to exercise or enforce any right in the Purchase Order, or any other right or
privilege under law, or Vendor's waiver of any breach by Customer shall not constitute a waiver or
modification of any terms, conditions, privileges or rights whether of the same or similar type, unless Vendor
gives such waiver in writing.
LIENS: Vendor waives and relinquishes all existing and future liens and claims (statutory or otherwise) for the
Products specified in the Purchase Order, and warrants that the Products will be free and clear of all liens,
claims or encumbrances of any kind.
INSPECTION, REVIEW AND WITNESSING: Customer and/or the ultimate owner of the Products have the
right to inspect and attend testing of the Products at Vendor's premises (or its supplier's or subcontractor's
premises) with reasonable advance notice. If any inspection is made on the premises of Vendor or its supplier,
Vendor, without additional charge, shall provide all reasonable facilities and assistance for the safety and
convenience of the inspectors in the performance of their duties.
APPLICABLE LAW AND VENUE: The Sale Agreement shall be governed and interpreted in accordance
with the laws of the State of Texas, without reference to any principle of conflict of laws. Customer and Vendor
expressly exclude the application of the Convention on International Sale of Goods to the Sale Agreement.
Venue for all judicial, administrative, or regulatory proceedings shall be Houston, Harris County, Texas.
OWNERSHIP OF DOCUMENTS: Title to all drawings, specifications, calculations, technical data and other
documents that Customer submits in accordance with the Purchase Order shall vest with Vendor. Vendor shall
have the right to use such documents for any purpose pertaining to the manufacture, assembly, and delivery of
the Products.
Title to all drawings, specifications, calculations, technical data, and other documents that Vendor submits to
the Customer shall vest with the Customer. Customer shall have the right to use such documents for any
purpose pertaining to the installation, operation, and maintenance of the Products.
INSURANCE: Vendor shall comply with the project insurance requirements for which the Products are being
provided. Customer shall provide specific reasonable levels required as soon as such levels are available, which
shall not exceed $1,000,000 for any non -statutory category other than excess liability umbrella, which shall not
exceed $4,000,000. When requested by Customer, Vendor shall provide certificates of insurance as proof of
same.
Page l l of 12
TM
EA a��r rater
ApZ i iz
Defining the future of Mobile Healthcare -
SURVIVAL: The provisions of the following Paragraphs of these Terms and Conditions shall survive any
cancellation or termination of the Purchase Order: (Proprietary Information, Confidentiality and Advertising),
(Indemnification), (Liens), and (Applicable Law and Venue).
Page 12 of 12