This Purchase Order constitutes the entire agreement between the vendor and the City of Santa Clarita (City) covering the goods described herein (the “goods”) except as otherwise noted on the front. Failure to decline to perform in writing constitutes agreement to the terms of the Purchase Order. Time is of the essence.

TERMS AND CONDITIONS

1. PRICE: This Purchase Order shall not be filled at prices higher than specified herein. Municipalities are exempt from Federal Excise and Transportation taxes. Prices shall exclude these taxes. No charges for transportation containers, packing etc. will be allowed vendor unless so specified in this Order. Transportation charges must be prepaid by vendor on all purchases where the F.O.B. point is other than Santa Clarita , California . All shipments shall be F.O.B. Santa Clarita unless otherwise specified on this Purchase Order. These charges shall be shown as a separate item on the invoice.

2. SHIPMENT AND INSPECTION: The terms and routing of shipment shall be as provided on the face hereof, or as otherwise directed by the City. City may revise shipping instructions as to any goods not then shipped. City shall have the right to inspect any or all of the goods at vendor’s place of business or upon receipt by City at City’s election, which right shall be exercisable notwithstanding Buyer’s having paid for the goods prior to inspection. City, by reason of its failure to inspect the goods, shall not be deemed to have accepted any defective goods or goods which do not conform to the specifications therefor, or to have waived any of City’s rights or remedies arising by virtue of such defects or non-conformance. Cost of inspection on deliveries or offers for delivery, which do not meet specifications, will be for the account of the vendor. Shipping documents MUST cite this Purchase Order.

3. PAYMENT: The time period allowed for payment, as indicated on the face hereof or offered by quote or bid, shall commence upon receipt of vendor’s invoice or upon receipt of the goods, whichever is later. Invoices MUST cite the purchase order number to prevent return of the invoice to the vendor.

Payments will be forwarded to: City of Santa Clarita , Accounts Payable, 23920 Valencia Blvd. , Santa Clarita , CA 91355-2196 .

4. RISK OF LOSS: Not withstanding any provision hereof to the contrary, title to, and risk of loss of, the goods shall remain with the vendor until the goods are delivered at the F.O.B. point specified in this Purchase Order, or if no such point is specified, then, when the goods are delivered to the City. However, if the goods are of an inflammable, toxic or otherwise dangerous nature, vendor shall hold City harmless from and against any and all claims asserted against City on account of any personal injuries and/or property damages caused by the goods, or by transportation thereof, prior to the completion of unloading at City’s receiving yard.

5. WARRANTIES: Vendor warrants to and covenants with the City as follows: vendor will deliver to City title to the goods free and clear of all security interest, liens, obligations, restrictions or encumbrances of any kind, nature or description, the goods shall be free from defects in material and/or workmanship; unless otherwise specified in this Purchase Order, the goods shall be new and not used or reconditioned; the goods and their packaging shall conform to the description thereof and/or specifications therefor contained in this Purchase Order. In placing this Purchase Order, City is relying on vendor’s skill and judgement in selecting and providing the proper goods for City’s particular use. The goods shall be in all respects suitable for the particular purpose for which they are purchased and the goods shall be merchantable.

6. REMEDIES: In the event of vendor’s breach of this contract, City may take any or all of the following actions, without prejudice to any other rights or remedies available to City by law: (a) require vendor to repair or replace such goods, and upon vendor’s failure or refusal to do so, repair or replace the same at vendor’s expense: (b) reject any shipment or delivery containing defective or nonconforming goods and return for credit or replacement at vendor’s option; said return to be made at vendor’s cost and risk: (c) cancel any outstanding deliveries and treat such breach by vendor as vendor’s repudiation of this contract. In the event of City’s breach hereunder, vendor’s exclusive remedy shall be vendor’s recovery of the goods or the purchase price payable for goods shipped prior to such breach.

7. LABOR. If this Purchase Order covers the performance of labor by vendor on City’s premises, vendor shall indemnify and save and hold City harmless from and against any and all claims and liabilities for injury or death to any person or damage to property arising out of vendor’s performance under this Purchase Order. Vendor shall obtain and pay for public liability for injury or death to any person or damage to property arising out of vendor’s performance under this Purchase Order. Vendor shall obtain and pay for public liability and property damage insurance in an amount not less than one million dollars, and naming the City as additional insured, insuring against said injuries, deaths and damages, and shall furnish City with insurers’ certificates evidencing such insurance, which certificates shall provide that the coverage evidenced thereby shall not be canceled except upon 30 days prior notice to City.

8. COMPLIANCE WITH LAW. Vendor warrants that it will comply with all federal, state, and local laws, ordinances, rules and regulations applicable to its performance under this Purchase Order, including, without limitation, the Fair Labor Standards Act of 1938, as amended, the Williams-Steiger Occupational Safety and Health Act of 1970, the Equal Employment Opportunity Clause prescribed by Executive Order 11246 dated September 24, 1965 as amended, and any rules, regulations or orders issued or promulgated under such Act and Order. Vendor shall indemnify and save and hold City from and against any and all claims, damages, demands, costs and losses which the City may suffer in the event that vendor fails to comply with said Act, Order, rules, regulations or orders. Any clause required by any law, ordinance, rule or regulation to be included in a contract of the type evidenced by this document shall be deemed to be incorporated herein.

9. ARTWORK, DESIGNS ETC.:

(a) If the goods are to be produced by vendor in accordance with designs, drawings or blueprints furnished by City, vendor shall return same to City upon completion or cancellation of this Purchase Order. Such designs and the like shall not be used by vendor in the production of materials for any third party without City’s written consent. Such designs and the like involve valuable property rights of City and shall be held confidential by vendor.

(b) Unless otherwise agreed herein, vendor at its cost shall supply all materials, equipment, tools and facilities required to perform this Purchase Order. Any materials, equipment, tools, artwork, designs or other properties furnished by City or specifically paid for by City shall be City’s property. Any such property shall be used only in filling orders from City and may on demand be removed by City without charge. Vendor shall use such property at its own risk, and shall be responsible for all loss of or damage to the same while in vendor’s custody. Vendor shall at its cost store and maintain all such property in good condition and repair. City makes no warranties of any nature with respect to any property it may furnish to vendor hereunder.

10. GOVERNING LAW. This Purchase Order and the contract between the parties evidenced hereby shall be deemed to be made in the State of California and shall in all respects be construed and governed by the laws of that state.

11. MISCELLANEOUS.

(a) The waiver of any term, condition or provision hereof shall not be construed to be a waiver of any other such term, condition or provision, nor shall such waiver be deemed a waiver of a subsequent breach of the same term, condition or provision.

(b) Vendor shall not assign its rights or obligations under this Purchase Order without the prior written consent of City.

(c) Stenographic and clerical errors, whether in mathematical computations or otherwise, made by City on this Purchase Order or any other forms delivered to vendor shall be subject to correction.

(d) City may, upon notice of vendor and without liability to City, cancel this contract and any outstanding deliveries hereunder, (1) as to products of vendor not then shipped, at any time prior to shipment, or (2) if (A) a receiver or trustee is appointed to take possession of all or substantially all of vendor’s assets, (B) vendor makes a general assignment for the benefit of creditors, or (C) any action or proceeding is commenced by or against vendor under any insolvency or bankruptcy act, or under any other statute or regulation having as its purpose the protection of creditors, or (D) vendor becomes insolvent or commits an act of bankruptcy. If an event described in (2) of this section occurs. City may at City’s sole election pay vendor its actual out-of-pocket costs to date of cancellation, as approved by City, in which event the goods shall be the property of City and vendor shall safely hold the same subject to receipt of City’s shipping instructions.