6.
10.
ii, That it further agrees to perform services, including manufacturing, in a professional
manner adhering to a reasonable standard of care and in accordance with aif
applicable State or Federal laws, rules and regulations.
ii, That it will obtain any and all permits, bonds, insurances and other iterns required for
the proper and legal performance of the work.
iv. Thatitis nota party to any AGREEMENT, contract or understanding, which wauld in
any way restrict or prohibit it from undertaking or performing its obligations
hereunder in accordance with the terms and conditions of this AGREEMENT.
Article lil
Performance of the Vendor
in the perfarmance of service under this AGREEMENT, the Vendor acts at ail times as an
independent contractor. There is no relationship of employment or agency between MAPC, on
the one hand, and the Vendor on the other, and neither party shall have nor exercise any
control or direction aver the method by which the other performs its work or functions aside
from such control or directions as provided in this AGREEMENT which the parties view as
consistent with their independent Vendor relationship.
The Vendor agrees to be responsible for and warrantee the work of its subcontractors listed in
Exhibit D and to ensure their compliance with ail legal, quality and performance requirements
of the Request for Proposals (“RFP"] - RFP No. attached in Exhibit 8B; and the Vendor's Price
Proposal and Technical Proposal attached in Exhibit F. The Vendor may not use subcantractars
not named in Exhibit D without the prior written consent of MAPC, which will not unreasonably
be withheld.
Articte iV
Time of Performance
Time shall be of the essence in relation to Vendor's performance under this AGREEMENT.
Vendor shall complete performance as promised in its quote that accompanies the Buyer's
purchase order or other document confirming its authorization to the Vendor to proceed.
Reasonable extensions shall be granted by the Buyer at the written request of the Vendor,
provided the justifying circumstances are documented by and are beyond the reasonable
control of Vendor and without fautt of Vendor. In the event of such an extensian, all other
terms and conditions of this AGREEMENT, except the dates of commencement and completion
of performance, shalt remain in full force and effect between the parties untess modified in
writing.
In the absence of such an extension, liquidated damages shall be due the Buyer in the amount
of 0.1% (one-tenth of one percent) of the face value of the Vendor's quoted or modified
purchase price for each day performance exceeds the promised date(s). Such liquidated
damages may be acknowledged in Vendor's final invoice or taken by Buyer as a deduction to
such final invoice.
Any dispute in the amount of liquidated damages shall be submitted to arbitration by either
Buyer or Vendor through the American Arbitration Association within 10 (ten) business days of
written notice given by the party declaring impasse. Vendor and Buyer agree to fully comply
with the arbitrator's decision within a reasonable time.
