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City of Santa Ana Server Upgrade Proposal May 8, 2013 Page 4 TERMS AND CONDITIONS a) ACCEPTANCE The price quoted is valid for Sixty (60) days from the date of Bid Opening and is subject to either your firn's credit approval by our Credit Committee or your firm's providing an irrevocable letter of credit with terms and provider satisfactory to our firm. b) AGREEMENT Our proposal is based upon Transdyn and the Contractor entering into the AIA A401 Standard Form of Agreement (2007 Edition), or other mutually acceptable form of agreement, which shall incorporate this scope letter and such other acceptable terms and conditions no less favorable than those between Contractor and the Owner. c) PAYMENT This scope and pricing is based upon mutually agreeable payment terns resulting in neutral cash flow for the project. Contractor and Transdyn's cut-off dates shall match so as to insure payments cover the same performance period. The Contractor shall withhold no retention from Transdyn payments. a) SCHEDULE. This proposal is predicated upon Transdyn being afforded a reasonable amount of time to perform its scope of work, including engineering, integration, testing and commissioning. The performance of Transdyn's work shall be based upon a mutually acceptable project schedule. b) LIMITATION OF LIABILITY. IN NO EVENT SHALL TRANSDYN BE LIABLE FOR SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING IN ANY WAY WHATSOEVER. Transdyn, its contractors and suppliers of any tier, shall not be liable in contract, tort or otherwise for damage to or loss of other property or equipment or systems, cost of capital, cost of replacement power or equipment, increased operating expenses, delay damages, or claims of Contractor's customers no matter how caused, including if caused by: abuse; accident; alteration or repair by anyone other than Transdyn's authorized representatives; improper storage; misuse; improper maintenance; failure to observe instructions; improper or unauthorized access or use; hacker or cracker intrusion or disruption; distributed denial of service attacks; computer viruses or worms; loss, theft, misuse, alteration or corruption of data, programs or information; failure of network security; or other acts, omissions, torts or crimes. Contractor's remedies stated herein are exclusive and Transdyn's liability with respect to any contract, or the performance or breach thereof, relating in any way to any work or equipment covered by this contract, whether in contract, tort, or otherwise shall not exceed the price of the particular equipment or part or service for which such liability is claimed. This provision shall survive termination of the contract. c) LIQUIDATED DAMAGES. This proposal does not include any provision for liquidated damages. d) WARRANTIES. Transdyn warrants the equipment and services of its own manufacture against defects in material and work nanship for one year* from delivery or, if installed by Transdyn, for one year* from installation of equipment/performance of services or portions thereof but not to exceed eighteen months from shipment (or such period as required by specifications), provided Contractor must give Transdyn immediate written notice upon discovery of the defect and immediately ceases use of equipment to prevent further damage. Transdyn's obligation is limited TRANSDYN, INC. • 4256 Hacienda Drive, S,dte 100 • Pleasanton, CA 94588 Tel: (925) 225-1600 • Fax: (925) 225-1610 • cow .bansdyn.eom