UNITED TECHNOLOGIES RESEARCH CENTER
PURCHASE ORDER TERMS AND CONDITIONS FOR
ON-SITE CONSTRUCTION WORK, EQUIPMENT INSTALLATION, AND SERVICES ON PREMISES
Rev. 7/1/08

INDEX

Definitions

1.  Acceptance
2.  Workmanship
3.  Warranties
4.  Inspection
5.  Rejection
6.  Infringement Indemnity
7.  Excusable Delays and Relevant Work Conditions
8.  Excusable Delays and Relevant Work Conditions
9.  Compliance With Laws
10. Gifts/Kickbacks
11. Contractor's Status
12. Termination for Default
13. Termination for Convenience
14. Contractor's Financial Status
15. Liens
16. Indemnification
17. Insurance
18. Title
19. State and Federal Laws and Regulations
20. Return of Blueprints, Drawings, Tracings and Photographs
21. Clean-Up
22. Coordination - Method of Carrying on the Work
23. Confidential Disclosure
24. Equipment, Tools, Materials and Labor
25. Industrial Security, Environment, Health and Safety
26. Contractor Environmental, Health and Safety Appraisal
27. Interpretation
28. Partial Invalidity
29. Waiver
30. Dispute Resolution
31. Assignment of Performance
32. Assignment of Payment & Setoff
33. Captions
34. Cumulative Remedies
35. News Releases
36. Order of Precedence


Definitions

As used throughout this document, the following definitions apply unless otherwise specifically stated:

  1. " Buyer" means United Technologies Research Center, an unincorporated operating unit of United Technologies Corporation.

  2. "Order" means this contractual instrument including change notices, supplements, amendments, or modifications thereto.

  3. "Contract" means the purchase order executed by United Technologies Research Center and the Contractor.

  4. "Work" means all labor, materials, equipment and/or services to be furnished under this Order including, but not limited to, installation, repair and maintenance services. The term "Work" shall also include, without limitation, any effort specifically required by an Order such as design, engineering, maintenance, technical, construction, consulting or professional services.

  5. "Contractor" means the person, firm or corporation entering into the contract with United Technologies Research Center to perform and complete the work involved in this order.

  6. "Contract Coordinator" means the representative designated by Buyer as the primary contact for the Contractor.

  7. "Subcontractor" means a person, firm or corporation supplying labor and/or materials for work at the site of the project for, and under separate contract or agreement with the Contractor.

  8. "Government" means the Government of the United States unless otherwise specified.

  1. Acceptance

    The provision by Contractor of any Work, the furnishing of any Work, the acceptance of any payment by Contractor, or any other conduct by Contractor which recognizes the existence of a contract shall constitute an unqualified acceptance by Contractor of these terms and conditions. Any terms and conditions proposed in Contractor's acceptance of Buyer's offer or in any acknowledgment, invoice, or other form of Contractor that add to, vary from, or conflict with these terms are hereby objected to. Any such proposed terms shall be void and these terms and conditions (l) shall constitute the complete and exclusive statement of the terms and conditions of the contract between the parties and apply to each shipment received by Buyer from Contractor and (2) may be modified only by written instrument executed by the authorized representatives of both parties.

  2. Workmanship

    The Contractor agrees to perform the Work in accordance with directions, drawings and specifications pertaining to the Work in the best and most workmanlike manner employing qualified, careful and efficient workers. Contractor shall not employ on the Work any unfit person or anyone not skilled in the work assigned to him/her. Unless otherwise specified, all materials and equipment furnished hereunder shall be new.

  3. Warranties

    1. In addition to any other express or implied warranties, Contractor warrants to Buyer, its successors, assigns, customers, and users of Work sold by Buyer that all Work shall be (i) of the grade and quality specified, (ii) free from defects in material and workmanship; (iii) with regard to Work designed by Contractor, free from defects in design; (vi) suitable for the purposes intended whether expressed or reasonably implied; (vii) in compliance with all applicable specifications, drawings, and performance requirements; and (viii) with regard to Work free from liens or encumbrances on title. Delivery, inspection, test, acceptance or use of or payment for the Work shall not affect Contractor's obligation under this warranty. Contractor agrees to correct defects in the Work performed or replace any Work not conforming to the foregoing warranty promptly, without expense to Buyer, when notified of such nonconformity by Buyer, provided Buyer elects to provide Contractor with the opportunity to do so. All deliveries of corrected or replaced Work made pursuant to Buyer's election shall be accompanied by a written notice specifying that such Work are corrections or replacements. In the event that Contractor is directed to correct defects in the Work performed or replace non-conforming Work and fails to do so promptly, Buyer, after reasonable notice to Contractor, shall have the right to correct or replace such Work and charge Contractor for the cost incurred by Buyer in doing so.

    2. Contractor warrants that the prices for the Work sold to Buyer are not less favorable than those currently extended to any other customer for the same or similar Work in similar quantities. In the event Contractor reduces its price for such Work during the term of an Order, Contractor agrees to reduce the prices hereof correspondingly. Contractor warrants that prices shown on an Order shall be complete, and no additional charges of any type shall be added without Buyer's express written consent.

  4. Inspection

    All Work shall be subject to inspection, examination, and test by personnel employed at or designated by Buyer at any and all times during the performance of this Order and at any and all places where such Work is performed.

  5. Rejection

    Notwithstanding prior inspection, payment for, or use of Work furnished under this Order, Buyer shall have the right, exercisable within six (6) months after first use of the Work by Buyer, to reject any of such Work which does not conform to the requirements of the Order. Upon notice of such rejection, Contractor shall promptly repair or replace the defective Work at its expense, and shall be liable to Buyer for any consequential or incidental damage resulting from said defective work or the repairing thereof. Should Buyer and Contractor agree in writing that defective work shall be repaired by Buyer at Contractor's expense, all purchase order terms and conditions herein shall remain in full force and effect as to that Work furnished by Contractor. Buyer’s rights under this Paragraph 5 shall be in addition to, and shall not be deemed to diminish, its rights under Paragraph 3 "Warranties" of the Order.

  6. Infringement Indemnity

    1. As to the Work provided hereunder, Contractor shall be liable for and shall indemnify and save Buyer and each subsequent purchaser or user thereof harmless from any infringement claim, suit or action, including proceedings under 28 U.S.C. Section 1498, alleging that the manufacture, use or sale of such Work infringes any patent, trademark, copyright, or other proprietary right; except, however, that when such alleged infringement arises as a necessary consequence of Contractor’s compliance with specifications or designs furnished by Buyer which describe that aspect of the Work on which such alleged infringement is based, then Buyer shall be liable and shall save Contractor harmless therefrom, but this exception shall not apply if the subject matter giving rise to the claim for infringement either (i) was derived from, or selected by Contractor, or (ii) relates to materials of compositions, or processes relating to materials or compositions.

    2. The party against whom such infringement claim is made, or such suit or action is commenced, shall promptly notify the other party in writing. The party required to indemnify under the provisions of Paragraph (a) hereof shall promptly assume and diligently conduct the entire defense of such alleged infringement at its own expense, provided that such party receives prompt written notice of such claim, suit, or action if such is commenced against the other party. Insofar as its interests are affected, the other party shall have the right, at its own expense and without releasing any obligation, liability, or undertaking of the party required to indemnify, to: (i) cooperate in the defense of such claim, and (ii) with permission of the court, to intervene in any such suit or action.

    3. Notwithstanding any of the above provisions, Buyer shall have the further right, at its own election, to supersede Contractor in the defense of any such alleged infringement and thereafter to assume and conduct the same according to Buyer’s sole discretion, in which event Contractor shall be released from any obligation arising from such infringement claim, suit or action under this infringement indemnity clause. Further, Contractor, if requested in writing by Buyer, shall cooperate with Buyer in Buyer’s defense of any alleged infringement claim.

  7. Excusable Delays and Relevant Work Conditions

    1. Both Buyer and the Contractor shall be excused for any failure or delay in the performance of its obligations hereunder due to acts of God or of the public enemy, compliance in good faith with any applicable Government regulation or order whether or not proven to be invalid, fires, riots, labor disputes, unusually severe weather or any other cause beyond the reasonable control of the party affected. Should the progress or completion of the several portions or whole of the Work be delayed as a result of one or more of the excusable delays set forth herein for which the Contractor is not responsible, and Buyer does not elect to terminate the Order as otherwise provided for herein, or should the Contractor be delayed in the prosecution of the Work through the fault of any other Contractor employed by Buyer, or because of Buyer, the time of completion of such portion or portions of the Work directly affected by such delay shall be extended for a period equivalent to the time lost, which period shall be determined by Buyer. Contractor shall give Buyer prompt notice in writing whenever it appears that any such cause is delaying or is likely to delay the completion of the Work and no such extension shall be given unless the Contractor, within forty-eight (48) hours of the occurrence of the cause of any such delay, notifies Buyer in writing that such cause has occurred and makes a written application for the specific extension of time claimed to be due to such cause. The Contractor shall have no claim against Buyer for damage, loss, expense, or other compensation on account of any such delays nor shall Buyer be held responsible for any damage, loss or expense incurred by the Contractor through the fault of any other Contractor employed by Buyer .

    2. The Contractor represents hereby that it has had an opportunity to examine, has examined, and has received copies of all of the attachments referred to herein and has fully acquainted itself with obstructions, actual levels, excavating, filling in, and all other conditions relevant to the Work, the site of the Work, and its surroundings, and assumes the risk of any variances in said attachments; that it has made all investigations essential to full understanding of the difficulties which may be encountered in performing the Work; and that anything in any of the said Attachments or in any representations, statements or information made or furnished by Buyer notwithstanding, the Contractor will, regardless of any such conditions relevant to the Work, satisfactorily complete the Work in accordance with the provisions of this Order.

  8. Changes

    1. Buyer may, at any time and without notice to sureties (if any), unilaterally make changes within the general scope of an Order, including, but not limited to, changes to any one or more of the following: (i) place of Work performance, (ii) any drawings, designs, or specifications, (iv) the statement of Work, (v) the method or manner of performance of the Work, (vi) Buyer-furnished property, facilities, equipment, materials, or Work, or (vii) the schedule of performance of the Work. Contractor shall perform any changes ordered by Buyer.

    2. Subject to Paragraph (c) hereof, if any change under this clause causes an increase or decrease in the cost of or the time required for performance, an equitable adjustment shall be made in the cost/price or delivery schedule or both, and the order shall be modified in writing accordingly. Any claim by Contractor for adjustment under this clause, however, must be submitted in writing in the form of a complete change proposal, fully supported by factual information, to Buyer's Purchasing Department not later than fifteen (15) business days after the date of receipt by Contractor of the change order, or within such extension of the fifteen day period as Buyer, in its sole discretion, may grant in writing at Contractor's request, except that no claim for equitable adjustment hereunder shall be allowed if it is asserted after final payment of the order.

    3. Notwithstanding the pendency of any claim for an adjustment submitted by Contractor, Contractor shall diligently proceed with the performance of the Order, as directed by Buyer, and nothing herein shall be construed as relieving Contractor of its obligations to so perform, including, but not limited to, the failure of the parties to agree upon Contractor's entitlement to, or the amount or nature of, any such adjustment.

    4. No change will be binding on Buyer unless issued in writing by an authorized representative of Buyer. Any other written or oral order will be treated as a change if and only if, prior to performance of such order, Contractor gives Buyer written notice stating the date, circumstances, and source of the order and stating that Contractor regards such order as a change.

    5. Where the cost of property made obsolete or excess as a result of a change is included in Contractor's claim for adjustment, Buyer shall have the right to prescribe the manner of disposition of such property.

  9. Compliance With Laws

    In the performance of this Order, Contractor shall comply with all applicable federal, state and local laws, ordinances, rules, and regulations, including but not limited to those relating to pollution control, waste disposal, hazardous substances, and protection of the environment and workers and Contractor shall hold Buyer harmless from and against any and all liability due to the Contractor’s failure to so comply. Contractor hereby certifies that the Work called for by this Order has been or will be performed in compliance with the Fair Labor Standards Act of 1938 (29 U.S. Code 201-219) and, insofar as applicable to this Order, the Walsh-Healey Public Contracts Act (41 U.S. Code 35-45) and the Work Hours Act of 1962 (40 U.S. Code 327-332), and any amendments thereto, as well as with the provisions of any other federal or state law with respect to labor relations, minimum wages and hours of employment, now in effect or hereafter enacted, and with any and all rules and regulations issued under each and every such act. Contractor agrees that this certification may be considered as the certificate contemplated by the amendment dated October 26, 1949 to the Fair Labor Standards Act of 1938.

  10. Gifts/Kickbacks

    Buyer’s policy is that its employees may not accept gifts, entertainment, or other gratuities (collectively called "kickbacks") from anyone seeking a contract with or purchase from Buyer (in whatever form including purchase orders), other than customary business courtesies that are reasonable in frequency and value. Contractor represents and warrants to Buyer that neither Contractor (including any of its officers, partners, employees, or agents) nor any subcontractor below Contractor or subcontractor employee has or will:

    1. provide(d) or attempt(ed) to provide or offer(ed) to provide any kickback; or

    2. solicit(ed), accept(ed), or attempt(ed) to accept any kickback; or

    3. include(d), directly or indirectly, the amount of any kickback in the price applicable to a Order or in the subcontract price charged by any subcontractor to a higher tier subcontractor.

  11. Contractor's Status

    The relationship of the Contractor to Buyer shall be that of independent contractor and nothing herein contained shall be construed as creating any other relationship. Contractor acknowledges and agrees that Contractor’s employees assigned to perform the Work are solely and exclusively employees of the Contractor and that Buyer has awarded this Order to Contractor based upon this representation and agreement.

  12. TERMINATION FOR DEFAULT

    1. Buyer may, by written notice, terminate the whole or any part of an Order for default in either of the following circumstances:

      1. if Contractor fails to perform the Work by the specified delivery or completion date or any extension thereof granted by Buyer in writing; or

      2. if Contractor fails to perform any of the other provisions of an Order or so fails to make progress as to endanger performance of the order in accordance with its terms and Contractor does not cure such failure to Buyer's reasonable satisfaction within a period of ten (10) business days after receipt of notice from Buyer specifying such failure.

    2. In the event Buyer terminates an Order in whole or in part as provided in this provision, Buyer may procure, upon such terms and in such manner as Buyer may deem appropriate, Work similar to that so terminated, and Contractor shall be liable to Buyer for any excess costs for such similar Work, provided, however, that Contractor shall continue the performance of the order to the extent not terminated under the provisions of this clause.

      1. If the failure to perform is caused by the default of a vendor or subcontractor to Contractor, and if such default arises out of causes beyond the control of both the Contractor and the vendor or subcontractor, and without the fault or negligence of either of them, Contractor shall not be liable for any excess costs for failure to perform, unless the Work to be furnished by the vendor or subcontractor were obtainable from other sources in sufficient time to permit Contractor to meet the required delivery schedule. No cause shall constitute a basis for excusable delay unless Contractor has notified Buyer in writing of the existence of such cause within ten (10) business days from the beginning thereof.

      2. If an Order is terminated under this clause, Buyer, in addition to any other rights provided in this Section, may require Contractor to transfer title and deliver any completed or partially completed materials, parts, components, tools, dies, jigs, fixtures, plans, specifications, drawings, information, and contract rights (hereinafter called "contract materials") as the Contractor has specifically produced or specifically acquired for the performance of such part of the Order as has been terminated; and the Contractor shall upon direction of Buyer, protect and preserve property in the possession of Contractor in which Buyer has an interest. Payment for completed Work delivered or rendered to and accepted by Buyer shall be at the Order price. Payment for contract materials incident to the Work delivered to and accepted by Buyer shall be equal to the materials reasonable value.

      3. If, after notice of termination of this contract under this provision, it is determined for any reason that Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to Paragraph 13 entitled "Termination for Convenience."

    3. As used in Paragraph (b) of this clause, the terms "subcontractor" and "sub-contractors" mean subcontractor(s) at any tier and the terms "vendor" and "vendors" mean vendor(s) at any tier.

  13. TERMINATION FOR CONVENIENCE

    1. Buyer may, by written notice, terminate performance or work under an order in whole or from time to time in part by written notice of termination, whereupon the Contractor will stop work on the date and to the extent specified in the notice and terminate all orders and subcontracts to the extent they relate to the terminated work.

    2. Upon receipt of a notice of termination and except as otherwise directed by Buyer, Contractor will:

      1. promptly advise the Buyer of the quantities of applicable work and material on hand or purchased prior to termination and the most favorable disposition that the Contractor can make thereof;.

      2. comply with the Buyer’s instruction regarding transfer and disposition of title to the possession of such work and material; and

      3. submit all claims resulting from such termination within sixty (60) calendar days after receipt of such notice of termination the Contractor will submit all its claims resulting from such termination.

    3. Buyer will have the right to check such claims at any reasonable time or times by inspecting and auditing records, work, or material of the Contractor relating to the order. Contractor shall keep these records for one year after final settlement without cost to Buyer.

    4. Buyer will pay the Contractor, without duplication, the order price for finished work previously delivered and accepted by the Buyer, the reasonable value or cost (whichever is higher) of work in process and raw material allocable to the terminated work based on any audit the Buyer may conduct and on generally accepted accounting principles less the reasonable value or cost (whichever is higher) of any items used or sold by the Contractor or Contractor’s subcontractor.

    5. Buyer will not make payments for finished work, work in process, or raw material fabricated or procured by the Contractor in excess of any order. Notwithstanding the above, payments made under this clause shall not exceed the aggregate price specified in the order plus payments otherwise made or to be made.

    6. Upon failure of Contractor to submit the Contractor’s termination claim within the time allowed, Buyer may determine, on the basis of information available to Buyer, the amount, if any due to Contractor in respect to the termination.

    7. Payment made under this clause will constitute the Buyer’s only liability in the event this order is terminated hereunder.

  14. Contractor’s Financial Status

    Buyer may terminate an Order for default in the event of:

    1. the appointment, with or without Contractor’s consent, of any trustee, liquidator, assignee, custodian, sequestrator or receiver for any substantial portion of Contractor’s assets;

    2. proceedings, voluntary or involuntary, in bankruptcy or insolvency, by or against Contractor;

    3. contractor’s admission of inability to pay its debts generally as they come due.

  15. Liens

    Contractor agrees to keep Buyer’s property free and clear of all liens, claims, and encumbrances arising from the performance of this Order by the Contractor or its subcontractors. Upon completion and final acceptance by Buyer of the Work, or upon termination of this order, the amount due Contractor will be paid after Contractor shall have furnished Buyer with a complete release, if required, of all claims against Buyer arising under and by virtue of this Order, and a complete release, if required, of all liens of the Contractor, its subcontractors, and materialmen.

    The Contractor shall include a provision satisfying the requirements of this Paragraph as a part of any and all subcontracts entered into for the Work or any portion thereof.

  16. Indemnification

    1. To the fullest extent permitted by law, Contractor covenants and agrees at all times to protect, defend, hold harmless and indemnify Buyer and its affiliated companies and subsidiaries and their respective directors, officers, employees, successors and assigns from and against any and all claims for loss, costs (including reasonable attorney’s fees), damage or injury and from and against any suits, actions, or legal proceedings of any kind brought against or sustained by Buyer, or such other parties by or on account of any person, persons, or entities, or on account of any personal injuries or property damage received or sustained by any person, persons, or entities including Buyer in any manner (howsoever arising, including but not limited to, by reason of negligence, breach of warranty, defect in design, material, workmanship, services, or otherwise, and even though strict liability be claimed), directly or indirectly caused by, incident to, or growing out of defects in the design, manufacture or materials used in the goods, or negligence in the manufacture or installation of the goods or any other Work or the breach of any warranties contained in this agreement.

    2. Notwithstanding the above provision, Buyer shall have the right, at its own election, and without releasing any obligation, liability, or undertaking of Contractor to indemnify Buyer hereunder, to:

      1. cooperate in the defense of such claim,

      2. with permission of the court, to intervene in any such suit or action and

      3. supersede Contractor in the defense of any such claims, suits actions, or legal proceedings.

    3. Contractor further agrees to:

      1. promptly pay the settlement or judgment pertaining to all such claims, suits, actions or legal proceedings; to hold harmless and indemnify Buyer therefrom; and

      2. promptly pay the costs of attorneys' fees or other expenses incurred in any such defense either by Contractor and/or Buyer, and to hold harmless and indemnify Buyer therefrom.

    4. Contractor agrees that in any instance where such claims in any way affect Buyer's interests under an Order or otherwise, Contractor shall not consummate any settlement without Buyer's prior written consent.

    5. Contractor's covenant of indemnity herein shall continue in full force and effect notwithstanding the termination of an Order.

  17. Insurance

    1. Contractor agrees to secure and carry as a minimum the following insurance with respect to all work to be performed under this Order:

      1. Workers' Compensation Insurance, inclusive of an alternate employer endorsement, in an amount sufficient by virtue of the laws of the U.S., foreign country, state, or other governmental subdivision in which the work or any portion of the work is performed and Employer's Liability Insurance in the minimum amount of $1,000,000 for any one occurrence;

      2. Commercial General Liability Insurance including Premises Liability and Contractual Liability, in which the limit of liability for bodily injuries, including accidental death, and property damage shall be at a minimum, a Combined Single Limit of $5,000,000 for any one occurrence.

      3. Automobile Liability Insurance in which the limit of liability for bodily injuries, including accidental death, and property damage shall be a combined single limit of $1,000,000 for any one occurrence.

      4. If Contractor or its subcontractors have Buyer's materials or equipment in its care, custody or control, Contractor shall have and maintain All-Risk Property Insurance in an amount sufficient to meet or exceed the value of such material and equipment;

      5. If Contractor is performing Professional Services on behalf of Buyer, Contractor shall maintain Professional Liability Insurance with a limit of no less than $5,000,000;

    2. The Contractor and any Subcontractor hereunder agrees in the performance of the Work (i) to comply with all applicable fire safety requirements of the National Fire Protective Association, (ii) that it will adhere to all federal, state and local laws pertaining to fire protection, and (iii) that it will abide and be governed by the rules and regulations pertaining to fire and plant protection prescribed by Buyer.

    3. The insurance policies described above shall issued by companies authorized to do business under the laws of the State of Connecticut, shall be in a form satisfactory to Buyer, have an AM Best financial rating of A- or better or an equivalent rating as produced by another rating agency acceptable to Buyer and shall contain a provision prohibiting cancellation or material change except upon at least ten (10) days prior notice to Buyer. All such insurance policies will be primary in the event of a loss arising out of the Contractor's performance and shall provide that where there is more than one insured, the policy will operate, except for the limits of liability, as if there was a separate policy covering each insured and shall operate without right of contribution from any other insurance carried by Buyer. Contractor agrees that it will name Buyer as an additional insured on Contractor's Liability Insurance policies. Certified copies of said policies or certificates evidencing such insurance and endorsements naming UTC and the Buyer as an additional insureds or, in the case of All Risk Property Insurance, naming UTC and the Buyer as loss payees, shall be filed with Buyer upon execution of the Agreement and before commencement of any work hereunder, and within thirty (30) days after any renewals or changes to such policies are issued. To the extent permitted by law, Contractor and its insurer(s) agree that subrogation rights against UTC and the Buyer are hereby waived. Contractor shall reflect such waiver in any policy(ies) required under this agreement, shall advise the amount of available policy limits as of the execution of this contract and shall identify the amounts of any self-insured retention.

    4. The certificate of insurance shall identify the contract number or work to be performed and shall acknowledge that such coverage applies to liabilities incurred by Contractor, its employees, invitees or agents under the Order and that such insurance shall not be invalidated by any act or neglect of the Contractor whether or not such act or neglect is a breach or violation of any warranty, declarations or conditions of the policies.

    5. Contractor agrees to insert the applicable substance of this provision in all subcontracts entered into by Contractor to support work performed under this Order.

  18. Title

    The title to all Work completed and in the course of construction or installation at the site and of all materials and equipment which are delivered and stored at the site and which will necessarily be incorporated in the Work, as between Buyer and the Contractor or its subcontractors, shall be in Buyer; provided, however, nothing in this Paragraph shall be construed as affecting Buyer’s right to accept or reject the Work in accordance with the Paragraph hereof entitled "Rejection". Title to any materials, tooling, and equipment furnished by Buyer to Contractor shall remain in Buyer and shall be used by Contractor only in connection with Work connected with an Order. Title to and risk of loss of all other materials, equipment and tools delivered to the site shall be and remain in the Contractor or its subcontractors.

  19. State and Federal Laws and Regulations

    In the execution of this Order, the Contractor agrees to comply with and give all stipulations and representations required by applicable state and Federal laws, and further agrees to include a similar statement to the foregoing effect as a part of all subcontracts entered into by the Contractor in connection with this Order. Without limiting the generality of the foregoing, if the Contractor is a non-resident contractor, Contractor shall comply with the bond or deposit requirements of the Commissioner of Revenue Services, Conn. General Statutes Section 12-230, and, if Contractor is a non-resident engaging in construction activity in Connecticut, Contractor shall comply with the bonding requirements of the Administrator of Unemployment Compensation, Conn. General Statutes Section 31-225 (i). In addition, Contractor agrees to comply with all applicable rules and regulations of Buyer and shall similarly require compliance with said rules and regulations by any of its subcontractors. This order and the performance hereof, are expressly subject to all the rules, regulations and requirements of the United States Government and of Buyer, and the Contractor recognizes that Buyer is engaged in the performance of contracts with the United States Government by which contracts Buyer is required to meet various requirements as to the exclusion of unauthorized persons from the proximity of operations carried on pursuant to such contracts and as to the maintenance of the secrecy and confidential character of such operations in accordance with the security classification indicated by the United States Government. The Contractor, therefore, agrees that all Work performed hereunder shall be performed by the Contractor, its employees, vendors and subcontractors expressly in accordance with all applicable rules, regulations and requirements of such Government, and of Buyer with regard to such matters and specifically subject to the requirements heretofore or hereafter established pursuant to the Security Agreement between the Department of Defense and United Technologies Corporation.

  20. Return of Blueprints, Drawings, Tracings and Photographs

    Upon completion or termination of this Order, the Contractor as directed by Buyer shall deliver or make other disposition of all blueprints, drawings and photographs, together with all original tracings and negatives of photographs furnished to, or produced by, the Contractor in connection with the Work to be performed hereunder.

  21. Clean-Up

    Upon completion of Work, Contractor shall remove all tools, scaffolding, equipment and materials not the property of Buyer. Upon completion of Work, the Contractor shall leave the Work and premises in a clean, neat and workmanlike condition satisfactory to the Contract Coordinator. If, upon completion of the project, the Contract Coordinator determines that Contractor has not left the premises in a clean, neat and workmanlike condition, then Contractor will have seven days by which it must complete clean-up satisfactory to the Contract Coordinator. If Contractor does not clean accordingly, then it agrees to reimburse Buyer for any costs associated with clean-up that Buyer incurs.

  22. Coordination - Method of Carrying on the Work

    1. Noninterference: The Contractor shall consult with the Contract Coordinator as to the methods of carrying on the Work so as not to interfere unduly with Buyer’s operations, as well as to space available for storage of materials and location of the facilities, places of access to the work and other similar needs, all to provide the best possible reasonable arrangement to meet the requirements of Buyer.

    2. Notice of Impairment: When it becomes necessary to temporarily interrupt or shut down any utilities or other Work, the Contract Coordinator approval shall be requested at least 72 hours prior to such action. The Contractor will notify all affected subcontractors sufficiently in advance to permit schedule adjustments for minimum inconvenience. No interruption or impairment of Work is to occur without prior written approval granted by Buyer.

  23. Confidential Disclosure

    1. Technical or business information and ideas disclosed to Contractor in connection with an Order at any time in any form (including, but not limited to, orally, visually by examination of the features of parts, equipment, tools, gauges, patterns, or other items furnished or disclosed to Contractor by Buyer, or in designs, processes, drawings, specifications, reports, data, tools, gauges or goods provided hereunder) which Buyer considers Proprietary and so indicates to Contractor at the time of disclosure or within a reasonable time thereafter ("Proprietary Information") are entrusted to Contractor solely for use on behalf of Buyer in the performance of Buyer’s Order. Contractor shall keep Proprietary Information in confidence and shall neither use (other than in performance of Buyer’s orders) nor disclose such Proprietary Information except as authorized in writing by Buyer. On completion of an order, Contractor shall deliver to Buyer or destroy to Buyer's satisfaction all material (including but not limited to, documents, software, scrap, tools and goods which may be defective, partially completed, or completed) embodying Proprietary Information, unless otherwise instructed by Buyer. Any such material disposed of by Contractor at any time other than by delivery to Buyer shall be altered to such an extent that prevents discovery of any Proprietary Information embodied therein. However, Contractor shall not be liable for use or disclosure of any Proprietary Information which is shown by clear and convincing proof to either have been known to the Contractor at the time of receipt from Buyer, or to be in the public domain or to subsequently come into the public domain through no fault of the Contractor.

    2. Information Developed by Contractor - Information and ideas developed by Contractor under or in the course of performing a Order for Buyer shall be owned by and disclosed to Buyer and, if Buyer so indicates to Contractor, such information and ideas shall be treated as Proprietary Information in accordance with the provisions of Paragraph (a) hereof.

    3. Buyer shall have the right to audit all pertinent books and records of Contractor in order to verify compliance with this Section.

  24. Equipment, Tools, Materials and Labor

    Unless otherwise stipulated, the Contractor shall provide all equipment, tools, materials, labor, transportation, and other facilities necessary for the execution and completion of the work.

  25. Industrial Security, Environment, Health and Safety

    1. All Contractors, Subcontractors, and their employees shall be subject to and shall at all times conform to Industrial Security, Environment, Health and Safety rules and requirements for the protection of the plant, materials, equipment and personnel. Any violations or disregard of these rules may be cause for removal from or denial of access to Buyer property.

      A Work Rules for on-site Contractors "Contractor Acknowledgement form" must be filled out for each of the Contractor’s and Subcontractor’s employees, submitted to Industrial Security, and carried with the employees at all times while on-site.

      Employees of Contractors and Subcontractors requesting admission must be U.S. citizens or resident aliens, and be identified by either the Contractor's or Subcontractor's superintendent, foreman, timekeeper, or other supervisory personnel. Contractor’s employees must present acceptable proof of birth and U.S. Citizenship. (In the case of resident aliens, an Alien Registration Card must be presented and a Contractor Registration Form must be filled out). This can be accomplished at the "2R" lobby weekdays between the hours of 8:00 AM and 3:00 PM. Acceptable documents include: a birth certificate (photocopies not acceptable), US Passport, Military Separation Paper (DD214), Certificate of Naturalization, Certificate of Citizenship, or Alien Registration Card or a Driver’s License with a social security card.

      Badges are issued daily at the "2R" lobby, and must be returned the same day. Badges are not transferable. Badges that are lost must be immediately reported to Guard Headquarters at ext. 7061. The responsible contractor will be assessed five dollars ($5.00) for each lost badge.

    2. The Contractor's and Subcontractor's employees must remain in the immediate work area. Buyer cafeteria facilities are not available to Contractor's or Subcontractor's employees without a proper Buyer escort.

    3. The Contractor agrees not to reveal, and to instruct his employees not to reveal, the specific nature or any details of any of the work being performed at this facility.

    4. All property brought onto Buyer’s premises will be subject to Guard inspection upon entering and leaving Buyer’s premises. Firearms may not be brought onto Buyer’s property.

    5. Contractor employees admitted to Buyer’s property must conduct themselves in a safe and orderly manner. Fighting or engaging in horseplay, being under the influence of liquor or drugs, or bringing liquor or drugs onto Buyer’s property, gambling, soliciting, stealing, taking pictures or bringing cameras anywhere on Buyer’s property, the use or possession of AM/FM or two-way radios, or tape recorders or tape players, and any immoral or otherwise undesirable conduct will not be permitted.

    6. The operation of Contractor vehicles or private vehicles by Contractor's employees on Buyer’s property shall conform to posted regulations and safe driving practices. All vehicles brought onto Buyer’s property must be registered and road worthy. Vehicular accidents shall be reported promptly to the Industrial Security at ext. 7777. Operators must have a valid driver’s license appropriate for the type of vehicle being operated. Gasoline-powered equipment of any kind is not permitted in any building on Buyer’s property without approval of Buyer.

    7. All applicable Federal Regulations and Codes, National Fire Codes, and OSHA Regulations, State of Connecticut and local laws, ordinances and codes, as well as Buyer’s rules, must be strictly adhered to, and adequate safety precautions taken to protect persons, property, and the environment. Aisles, passageways, alleyways, driveways, entrances or exits and access to fire protection equipment must be kept unobstructed at all times.

    8. Buyer’s approval must be obtained for the storage and handling of all flammable liquids and gases, which must be kept to a minimum at all times. Flammable liquids having a flash point below 100 degrees Fahrenheit (gasoline, alcohol, lacquer thinner, etc.) must be dispensed from U.L. listed/FM approved safety cans at all times and must not be used or stored near heat or open flame. Flammable liquids stored in drums or tanks must be arranged and protected in accordance with the National Fire Codes.

      All containers of any liquid or hazardous material must be provided with appropriate warning labels and description of the contents.

      Prior to the commencement of Work, the Contractor shall submit a list of hazardous (flammable, corrosive, reactive, toxic, or radioactive) materials and their intended uses to Buyer for their approval. Materials shall be identified by their Chemical Abstract Services (CAS) number.

      No hazardous materials or chemicals are to be delivered or brought to Buyer’s property until the Material Safety Data Sheets (MSDS's) are furnished to the Contract Coordinator and reviewed by the Environmental Services and Industrial Hygiene and Safety Departments. Contractor is to maintain on file at the job site, all MSDS’s involved in his work. All hazardous materials are to be delivered in unopened original containers with all required labeling intact and meeting OSHA standards. No hazardous materials are to be transferred to other containers, unless use of the materials makes it necessary to change containers. If required to change containers, a label is to be applied beforehand listing all hazardous data contained on the original label, i.e., the hazards associated with the material plus the name of the Contractor.

      When use of hazardous materials is no longer required for work or project, Contractor is to promptly remove any unused material from Buyer’s property for legal disposal or storage. Contractor is to designate an employee responsible for hazardous material who is to insure that all Contractor and subcontractor employees on the job site have received training in the proper handling of hazardous material prior to the start of work.

      Flammable gas and cylinders of oxidizers (oxygen) must be separated by 20 feet or a five feet high, 1/8 inch steel fire wall when not in use. All compressed gas cylinders must be properly secured against falling.

    9. Buyer’s approval must be obtained for the location and construction of all Contractor's sheds or buildings.

    10. The construction site must be kept clean and orderly, and combustibles kept to a minimum at all times. All rubbish and combustible debris must be removed daily from the building to a safe yard location or else removed from the property. Burning of rubbish or other combustible, flammable, or explosive materials on Buyer’s property is prohibited. Flammable liquids must not be placed in trash containers.

    11. Facilities for adequate fire protection must be provided to keep pace with the progress of work requiring the use of combustible materials. The use of any hydrant or other fire service water supply connection is not permitted without authorization and supervision by Buyer. Buyer’s approval is required at least 24 hours before closing any fire system valve for repairs or alterations.

    12. Smoking on Buyer’s property is permitted only in designated locations. Buyer’s restrictions and regulations with respect to smoking must be strictly obeyed.

    13. Approved type heating units, safely arranged and equipped with approved safety devices, must be used whenever heating facilities are required. In each case, permission must be obtained in advance from Buyer.

    14. A clearance of at least 18 inches must be maintained below all automatic sprinklers.

    15. All liquid waste, except clean water, must be disposed of in proper containers and removed from Buyer’s property by Contractor unless otherwise prearranged with the Contract Coordinator. Contractor shall not discard any liquids into dumpsters, toilets, sinks, stormwater drains, ground or surface waters. Such liquids include but are not limited to fuels, oils, solvents, paints, thinners, etc. Should polychlorinated biphenyl (PCB) labeled materials or devices be encountered during activities on site, Contractor shall notify the Contract Coordinator who will determine disposition.

    16. Spills of any liquid, except clean water, any broken utility lines, fire, explosion, leakage or spillage of any flammable liquids, regardless of quantity, must be reported by Contractor to Buyer’s Emergency Response Center. at ext. 7777 or, in the case of fire, by pulling a fire pull box. Spill cleanup and disposal costs incurred by Buyer will be charged back to the Contractor.

    17. A hot work permit must be obtained from Buyer prior to beginning any work with flame, spark or heat producing equipment in or near existing buildings. Advance notice must be given when work of this nature is to be performed at night or on weekends or holidays. The use of powder actuated tools such as, but not limited to, "Ramset" or "Hilti" is prohibited unless authorized and supervised by Buyer.

    18. The Contractor shall not use or store explosives and radioactive materials, for any purpose whatsoever, without prior written authorization of Buyer and governing authorities. The Contractor shall not consider any initial authorization given as a general license but shall seek Buyer ’s permission in each and every instance.

    19. In the event that asbestos is encountered during construction, the contractor shall promptly notify the Contract Coordinator and the Environment Health and Safety Dept. at ext. 7628 for assistance to insure necessary precautions are taken.

    20. All equipment used by the Contractor, their employees or Subcontractors in the performance of this Order shall be maintained in very good to excellent condition; any such equipment leaking any fluids shall be removed promptly from Buyer property by the Contractor.

    21. Forklift trucks, cranes: Certification is required to establish that the Contractor or Subcontractor who has need to employ or operate a crane is operating said equipment in full compliance with OSHA Regulation 1910.180. This certification shall be provided to Buyer prior to use of the crane on the job site. Contractor must also ensure that the operator has been properly trained to safely operate the equipment.

    22. Substitutions of Plastic Materials: If substitution involves the use of plastic construction materials, they must be referred to the Factory Mutual Insurers by United for review and approval before their use can be allowed.

    23. In the event that a medical emergency occurs, the following procedure should be followed by the Contractor:

      1. Call Medical Emergency at internal ext. 7777 and await instructions,

      2. Send the injured person to Buyer’s medical facility. Contractor shall verify facility location upon initial visit to the site and post its location in conspicuous locations at the construction site) or wait for ambulance depending upon person's condition, and

      3. Call and inform the responsible Contract Coordinator of the emergency. Occupational accidents where blood contaminates equipment or property, or those requiring treatment by a physician and/or fatalities must also be promptly reported to the Emergency Response Center at ext.7777.

  26. Contractor Environmental, Health and Safety Appraisal

    1. All Contractors and Subcontractor’s shall be subject to a periodic review by Buyer’s Environmental, Health and Safety groups to evaluate the Contractor's past performance with regard to safe and environmentally responsible work practices. The extent of this review shall be made at the discretion of Buyer, based on the potential safety and/or environmental impact of the work performed. Information which Contractors may be requested to provide shall include:

      1. Operating Procedures - Pertinent procedures that require special care to protect Buyer, Contractor personnel or the environment (i.e., encapsulating areas, wearing respirators and monitoring the air during asbestos remediation projects, etc.)

      2. Environmental, Health and Safety Program - The Contractor's policy and commitment to protect it's employees and the environment.

      3. (iii) Workers’ Compensation carrier and Workers’ Compensation Experience Modification Rating.

      4. Training Records - Environmental, Health and Safety training and work-scope related employee training, certifications, qualifications or work experience to perform the contracted task.

      5. Historical Records of incidents - OSHA 200 logs, and documentation regarding unsafe work practices, improper disposal of wastes, environmental spills, OSHA citations, EPA or DEP violations, etc.

      6. Recommendations - Recommendations from UTC entities (including contact name) or other companies where similar work was performed.

    2. Contractors that do not provide information upon request, falsify information or are significantly deficient in Environmental, Health and Safety performance and/or capabilities, shall be in default and Buyer may terminate this Agreement as otherwise provided herein.

    3. Buyer disclaims any and all liability arising from acts or omissions of Buyer pursuant to this Paragraph, including but not limited to the assessment of the Contractor.

    4. Contractor shall indemnify, defend and hold harmless Buyer from any liability associated with Seller’s non-compliance with the provisions of this Paragraph and/or Buyer’s Industrial Security, Environment, Health and Safety rules and requirements.

  27. Interpretation

    Contractor shall bring to the attention of Buyer at the earliest possible time any ambiguities, discrepancies, inconsistencies, or conflicts herein or in or between any specifications, drawings, or other documents incorporated by reference herein. Ambiguities, inconsistencies, or conflicts in an Order will not be strictly construed against the drafter of the contract language; rather, they shall be resolved by applying the most reasonable interpretation under the circumstances, giving full consideration to the intentions of the parties at the time of contracting.

  28. Partial Invalidity

    If in any instance any provision of these terms and conditions shall be determined to be invalid or unenforceable under any applicable law, such provision shall not apply in such instance, but the remaining provisions shall be given effect in accordance with their terms.

  29. Waiver

    Either party's failure to insist on performance of any of the terms or conditions herein or to exercise any right or privilege or waiver of any breach hereunder shall not thereafter waive any such terms, conditions, or privileges.

  30. Dispute Resolution

    1. The Parties shall attempt in good faith to resolve any dispute of whatever nature arising out of the performance of, or otherwise relating to an Order or the breach, termination, enforceability, or validity thereof (hereinafter, "Dispute"), promptly by negotiations between the Parties in the normal course of business. If such good faith attempts do not resolve the Dispute, either Party may give the other party written notice of any such Dispute and request formal negotiations between the Parties. Within twenty (20) calendar days from the date of mailing of such written notice, representatives of both Parties, having the authority to settle the Dispute, shall meet at a mutually acceptable time in East Hartford, Connecticut, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. If the Dispute has not been resolved within sixty (60) calendar days from the date of mailing of such written notice or a mutually agreed upon extension thereof, or if the Parties fail to meet within such twenty (20) calendar days or a mutually agreed upon extension thereof, either Party may initiate arbitration of the Dispute, by giving notice to the other party, pursuant to Paragraph (B) herein. All negotiations pursuant to this Paragraph 30 are deemed confidential and shall be treated as compromise and settlement negotiations for the purposes of Rule 408 of the Federal Rules of Evidence and any comparable law provision.

    2. If the Parties are unable to resolve such Dispute by negotiation within the time limits set forth in (A) above, the Parties shall, within thirty (30) calendar days thereafter, select an arbitrator and begin mandatory arbitration proceedings to be conducted by a single arbitrator in East Hartford, Connecticut. The cost of the arbitration will be shared jointly; however, each Party shall bear its own costs related to travel, food and lodging. Unless the parties agree otherwise, the arbitration shall be conducted in accordance with the applicable Arbitration Rules of the American Arbitration Association (AAA) then in effect, by an arbitrator selected by mutual agreement of the Parties. If the Parties are unable to agree on an arbitrator within such thirty (30) calendar days, or a mutually agreed extension thereof, the arbitrator will be selected by the AAA. The arbitrator shall be an attorney-at-law, shall complete arbitration proceedings within ninety (90) calendar days after his/her appointment, and shall base the award on the terms and conditions of the Order and on Connecticut law (without regard to such state’s conflict of laws principles) and judicial precedent. The findings of the arbitrator shall be final, binding, and enforceable as between the Parties and judgment on any award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

  31. Assignment of Performance

    Performance of an Order shall not be assigned by the Contractor, in whole or in part, without the prior written consent of Buyer. Any prohibited assignment by Contractor shall be null and void, shall be deemed a material breach of the Order, and Contractor shall remain liable to Buyer for full performance of its covenants, duties, liabilities and obligations

  32. Assignment of Payment & Setoff

    1. Claims for money due or to become due to Contractor from Buyer arising out of an Order may not be assigned, unless such assignment is made to one assignee only and covers all amounts payable under an Order and not already paid. Any such assignment shall be subject to Buyer's rights under Paragraph (B) hereof. Buyer shall be under no obligation to pay such assignee unless and until Buyer shall have received written notice of the assignment from Contractor, a certified copy of the instrument of assignment, and suitable documentary evidence of Contractor’s authority to so assign. However, any payments made to a third party subsequent to Buyer's receipt of notice that any claims for money due or to become due have been assigned or should be paid thereto shall fulfill Buyer's requirements to make any such payments.

    2. All claims for money due or to become due from Buyer shall be subject to deduction or setoff by Buyer by reason of any counterclaim arising out of any transaction with Contractor.

  33. Captions

    Captions, as used herein, are for convenience of reference only and shall not be construed to limit or extend the language of the provisions to which such captions may refer.

  34. Cumulative Remedies

    The rights and remedies herein shall be cumulative and additional to any other or further rights and remedies provided in law or equity.

  35. News Releases

    Contractor shall not make any news release of information pertaining to an Order without prior approval of Buyer.

  36. Order of Precedence

    Any inconsistency or ambiguity in this order shall be resolved by giving precedence in the following order: (a) typewritten changes on the face of the Order or Supplement; (b) these Order Terms and Conditions; and (c) other documents incorporated by reference into this order, unless a contrary intention is expressly indicated on the face of the Order.