SERRATO CORPORATION
STANDARD TERMS AND CONDITIONS FOR PURCHASE ORDERS AND SUBCONTRACTS

1. DEFINITIONS
As used throughout this document, the following terms shall have the meaning indicated below:
A. The terms “Government,” “Federal,” “Federal Government,” and “United States” mean the United States of America.
B. The term “SERRATO” means Serrato Corporation.
C. The term “prime contract” means the contract issued by the Government under which the subcontract is executed by SERRATO.
D. The term “contract” means the purchase order or subcontract to which the terms and conditions are attached.
E. The term “Contractor” and/or “Seller” means the individual, partnership, corporation, or association contracting with SERRATO hereunder to furnish the article(s) and/or service(s) described in the contract.

2. CONTRACT
The provisions of this contract constitute the complete and exclusive agreement between the parties hereto and supersede all previous communications, representations or agreements, whether oral or written, between the parties hereto with respect to the subject matter hereof. No agreement or understanding varying or extending the terms and conditions of this contract will be binding unless in writing and signed by an authorized SERRATO representative. If any term in Seller’s agreements or documents is contrary to the terms of this contract, this contract is controlling. This shall become a binding contract on the terms and conditions set forth herein, when it is accepted by Contractor, either by acknowledgement or commencement of performance. Contractor agrees at all times to comply with all applicable state, federal, and local laws.

3. WAGE COMPARABILITY
As appropriate and required, Contractor shall pay Davis-Bacon and/or Service Contract Act prevailing wages and ensure that their subcontractors follow those provisions. Contractor is liable for costs if wages are paid below the prevailing rates. The prior sentence will survive the expiration or termination or this agreement.

4. HAZARDOUS MATERIALS/SUBSTANCES
Subcontractor shall identify material containing a hazardous substance including, but not limited to, those governed by the Resource Conservation and Recovery Act, Hazardous Materials Transportation Act, and Toxic Substance Control Act and any similar acts and regulations there under. Each self-contained unit and carrier shall be marked identifying the existence of a hazardous material or substance and its name.

5. ADMINISTRATION AND LIAISON
All inquiries, including technical inquiries and correspondence regarding all orders, will be directed to the attention of cognizant buyer. SERRATO will not be bound by any agreements or changes to any part of any contract made as a result of inquiries and liaison between Contractor and SERRATO personnel, other than authorized procurement personnel.

6. INVOICES AND PAYMENT
Contractor shall prepare at the time of shipment full and complete invoices of the goods sold and shall deliver said invoice by mail or otherwise to SERRATO. Contractor shall be paid in accordance with the terms of the contract, upon the submission of said invoices at the prices stipulated in the contract for materials delivered and accepted, or services rendered and accepted. For purposes of discounts, the effective date of the invoice shall be construed to be the date of receipt of the goods and actual acceptance at SERRATO (or such other destination as designated in the contract schedule) or the date of receipt by SERRATO of Contractor’s acceptable invoice, whichever occurs later.

7. QUALITY AND INSPECTION:
The materials supplied hereunder shall be of good quality, free from any faults and defects, in conformance with this order and shall at all times be subject to SERRATO’s inspection before acceptance by SERRATO. Neither, however, SERRATO’s inspection nor failure to inspect shall relieve Subcontractor of any obligations, representations or warranties hereunder. If the Materials fail to conform to SERRATO’s specifications or are otherwise defective, Subcontractor shall promptly replace same at subcontractor’s sole expense. Any service supplied hereunder shall be of good quality, free from any faults or defects and in conformance with this order.

SERRATO or the Government, through any authorized representatives, has the right, at all reasonable times, to inspect or otherwise evaluate the work performed or being performed and/or material delivered hereunder and the premises in which it is being performed, assembled or manufactured. If any inspection or evaluation is made by SERRATO or the Government on the premises of Contractor or its subcontractors, Contractor shall provide and shall require its subcontractors to provide all reasonable facilities and assistance for the safety and convenience of SERRATO or the Government representatives in the performance of their duties. All inspections and evaluations shall be performed in such a manner as to not unduly delay Contractor’s work.

8. DELIVERIES, OVERAGES AND EXTRAS
Deliveries are to be made both in quantities and at the time and method specified in the contract or modification thereof. SERRATO will have no liability for payment for material or items delivered to SERRATO, which are in excess of quantity specified in the delivery schedules, unless such excess is agreed upon by SERRATO in writing by an authorized procurement representative.

9. WARRANTY
Subcontractor warrants that all articles, materials, and equipment supplied under this order conform to the specifications of this order, to be of merchantable quality, and to be free from defect in materials and workmanship. Subcontractor shall honor standard commercial guarantees and warranties offered by the manufacturer, and any other specific warranty or guarantee specified elsewhere in this order.

Construction Orders: Subcontractor warrants that all construction work will be free from defects not inherent in the quality required or permitted; and that the work will conform to the requirements of this Purchase Order. The Subcontractor agrees to repair or replace, at its expense, workmanship, materials, or other portions of the work that do not conform to this warranty, within the first year following completion or work.

10. TAXES
Contractor agrees that, unless otherwise indicated in the contract, (a) the prices therein do not include any state or local sales, use or other tax from which an exemption is available for purposes of the contract under Public Law 99-496, and (b) the prices herein include all other applicable federal, state, and local taxes in effect at the date of this contract. In the event it shall ever be determined that any tax included in the prices therein was not required to be paid by Contractor, Contractor agrees to notify SERRATO and to make prompt application for the refund thereof, to take all proper steps to procure the refund and when received to pay the same to SERRATO. It is agreed that Contractor will be treated as an independent individual contractor and not as an employee of SERRATO for federal tax purposes.

11. INSURANCE
Where applicable, contractor shall maintain and provide proof of (1) worker’s compensation insurance complying with State and Federal requirements with employer’s liability limits of not less than $500,000; (2) general liability insurance with a minimum limit of $l,000,000 for each occurrence and an aggregate limit of $3,000,000; (3) where appropriate, Comprehensive Business Automobile Liability Insurance with a minimum combined single limit of $l, 000,000; (4) where appropriate, Professional Liability Insurance with a minimum limit of $l,000,000 for each occurrence and an aggregate of $3,000,000.

12. INDEMNIFICATION
Contractor shall defend, indemnify and hold harmless SERRATO and its officers, directors, employees, agents, shareholders, partners, joint ventures, affiliates, successors and assigns from and against any and all liabilities, obligations, claims, demands, suits, losses, expenses, damages, fines, judgments, settlements and penalties, including without limitation, costs, expenses and attorneys’ fees incident thereto, arising out of or based upon contract damages, property damage or bodily injury (including death at any time resulting therefrom) to any person including Contractor’s employees, affiliates, or agents, occasioned by or in connection with (1) Contractor’s performance of (or failure to perform) the contract duties hereunder; (2) a violation of any laws or any negligent act or omission by Contractor or its affiliates, subcontractors, agents or employees during the performance of the contract duties hereunder; or (3) a breach of this Agreement by Contractor or any of its affiliates, subcontractors, agents, or employees.

13. TITLE TO DRAWINGS AND SPECIFICATIONS
SERRATO shall at all times have title to all drawings and specifications furnished by SERRATO to Contractor and intended for use in connection with the contract. Contractor shall use such drawings and specifications only in connection with the contract and shall not disclose such drawings and specifications to any person, firm or corporation other than Contractor’s employees, subcontractors or Government inspectors. Contractor shall, upon SERRATO’s request or upon completion of the contract, promptly return all drawings and specifications to SERRATO.

14. ASSIGNMENT
Contractor shall not delegate any duties, nor assign any rights or claims under the contract, or for breach thereof, without prior consent of SERRATO, and any such attempted delegation or assignment shall be voided.

15. NOTICE OF DELAYS AND LABOR DISPUTES
Whenever Contractor encounters any difficulty that is delaying or threatens to delay the timely performance of this contract (including actual or potential labor disputes), Contractor shall immediately give notice thereof in writing to SERRATO stating all relevant information with respect thereto. Such notice shall not in any way constitute a basis for an extension of the delivery schedule or be construed as a waiver by SERRATO of any rights or remedies to which it is entitled by law or pursuant to provisions of this contract. Failure to give such notice, however, may be grounds for denial of any request for an extension of the delivery schedule because of such delay.

16. CHANGES
No modification of any of the terms or conditions of this order, including, but not limited to, delivery, price, quality, quantities, and specifications, will be effective without the prior written consent of SERRATO.

17. DEFAULT
In the event either party shall be in breach or default of any of the terms, conditions, or covenants of this agreement, and such breach or default continue for a period of thirty days after the giving of written notice by the other party hereto, then in addition to all other rights and remedies of law or equity or otherwise, the other party hereto shall have the right to cancel this agreement without any charge or liability whatsoever, except as to payment for material already received and accepted by SERRATO.

18. FORCE MAJEURE
Supplier or SERRATO may delay delivery or acceptance occasioned by causes beyond Supplier’s or SERRATO’s reasonable control. If such delay exists beyond a period of five working days, SERRATO, at its own option, shall have the right to: (a) terminate the Purchase Order, in whole or in part, (b) suspend the Purchase Order for the duration of the delaying cause, (c) resume performance under the Purchase Order once the delaying cause ceases, (d) or extend the effective dates up to the length of time the contingency endured, all without liability to the Supplier.

19. INFORMATION CONCERNING ENROLLEES, PARTICIPANTS, OR ACTIVITIES
Contractor agrees to keep confidential and not to use or disclose to others any information related to SERRATO, its enrollees/participants and/or activities or the terms of the contract, without prior written approval of SERRATO. This paragraph will survive the expiration or termination of this agreement.

20. DUPLICATION OF EFFORT
Contractor hereby certifies that costs for work to be performed under this contract and any subcontract hereunder are not duplicative of any charged against any other Government contract, subcontract, or other SERRATO or Government source. Contractor agrees to advise SERRATO in writing of any other Government contract or subcontract it has performed, or is performing, which involves work directly related to the purpose of this contract.

21. STUDIES/EVALUATIONS
Contractor agrees that all studies, evaluations, proposals and data produced or developed in the performance of this contract for which reimbursement is appropriate hereunder shall become the property of SERRATO. This provision does not preclude Contractor from seeking copyright of materials, other than those described above, such as teaching material and curricula.

22. TERMINATION DUE TO LOSS OF GOVERNMENT FUNDING
SERRATO has the right to cancel this contract, immediately, should the applicable government agency no longer provide funding for this contract.

23. TERMINATION OF CONTRACT
SERRATO may terminate this contract for any reason upon giving of thirty days written notice to the other party of such termination.

24. SEVERABILITY
In the event any term, condition, or provision contained herein shall be held to be invalid, unlawful, or unenforceable to any extent, such term, condition, or provision shall, to that extent, be omitted from the Agreement and not affect the validity, legality, or enforceability of the remaining sections of the Agreement.

25. FEDERAL ACQUISITION REGULATION (FAR) CLAUSES
The contractor shall be required to adhere to the FAR Clause(s) applicable to this project. The section and title of the applicable clause(s) is listed below.

52.252.2 Clauses Incorporated By Reference (Feb 1998)
This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer shall make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(s): https://www.acquisition.gov/far/.

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