HomeMy WebLinkAboutOrdinance 6307OF FAYETTF
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113 West Mountain Street
Fayetteville, AR 72701
(479) 575-8323
Ordinance: 6307
File Number: 2020-0286
OZONE EQUIPMENT SERVICE NOLAND WATER RESOURCE RECOVERY
FACILITY:
AN ORDINANCE TO WAIVE COMPETITIVE BIDDING AND APPROVE A CONTRACT WITH
PINNACLE OZONE SOLUTIONS, LLC FOR AN INITIAL TERM OF ONE YEAR WITH AUTOMATIC
RENEWALS TO PROVIDE REGULAR SERVICING OF THE OZONE DISINFECTION SYSTEM AT
THE NOLAND WATER RESOURCE RECOVERY FACILITY IN THE AMOUNT OF $24,920.00 PER
YEAR
WHEREAS, in 2014 the Noland Water Resource Recovery Facility upgraded to ozone disinfection
systems which includes specialized equipment that the manufacturer must provide and service: and
WHEREAS, Pinnacle Ozone Solutions, LLC is the sole manufacturer and service provider for the brand
QuaBlock, the ozone generators that are installed at the Noland Water Resource Recovery Facility.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
FAYETTEVILLE, ARKANSAS:
Section 1: That the City Council of the City of Fayetteville, Arkansas hereby finds the above
circumstances make competitive bidding not feasible or practical and therefore waives the requirements
of formal competitive bidding and authorizes the Mayor to sign a contract with Pinnacle Ozone
Solutions, LLC for an initial term of one year with automatic renewals to provide regular servicing of the
ozone disinfection system and the Noland Water Resource Recovery Facility in the amount of $24,920.00
per year.
Page J Printed on 516120
Ordinance: 6307
File Number: 2020-0286
PASSED and APPROVED on 5/5/2020
Attest:
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Kara Paxton, City Clerk Treasu=r AYETTEViLLE
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Page 2 Primed on 516120
113WestMountainStreet
City of Fayetteville, Arkansas
Fayetteville, AR 72701
(479) 575-8323
Text File
File Number: 2020-0286
Agenda Date: 5/5/2020 Version: 1 Status: Passed
In Control: City Council Meeting File Type: Ordinance
Agenda Number: C. 3
OZONE EQUIPMENT SERVICE NOLAND WATER RESOURCE RECOVERY FACILITY:
AN ORDINANCE TO WAIVE COMPETITIVE BIDDING AND APPROVE A CONTRACT WITH
PINNACLE OZONE SOLUTIONS, LLC FOR AN INITIAL TERM OF ONE YEAR WITH
AUTOMATIC RENEWALS TO PROVIDE REGULAR SERVICING OF THE OZONE DISINFECTION
SYSTEM AT THE NOLAND WATER RESOURCE RECOVERY FACILITY IN THE AMOUNT OF
$24,920.00 PER YEAR
WHEREAS, in 2014 the Noland Water Resource Recovery Facility upgraded to ozone disinfection systems
which includes specialized equipment that the manufacturer must provide and service; and
WHEREAS, Pinnacle Ozone Solutions, LLC is the sole manufacturer and service provider for the brand
QuaBlock, the ozone generators that are installed at the Noland Water Resource Recovery Facility.
NOW, THEREFORE,. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
FAYETTEVILLE, ARKANSAS:
Section l: That the City Council of the City of Fayetteville, Arkansas hereby finds the above circumstances
make competitive bidding not feasible or practical and therefore waives the requirements of formal competitive
bidding and authorizes the Mayor to sign a contract with Pinnacle Ozone Solutions, LLC for an initial term of
one year with automatic renewals to provide regular servicing of the ozone disinfection system and the Noland
Water Resource Recovery Facility in the amount of $24,920.00 per year.
City of Fayetteville, Arkansas Page 1 Printed on 51612020
Tim Nyander
Submitted By
City of Fayetteville Staff Review Form
2020-0286
Legistar File ID
5/5/2020
City Council Meeting Date - Agenda Item Only
N/A for Non -Agenda Item
4/13/2020 WASTEWATER TREATMENT (730)
Submitted Date Division / Department
Action Recommendation:
Staff recommends approval of a one-year Ozone Equipment Service Contract with Pinnacle Ozone Solutions, LLC in
an amount not to exceed $24,920.00 for the ozone disinfection system at the Noland Water Resource Recovery
Facility.
Budget Impact:
5400.730.5800-5314.00 Water and Sewer
Account Number
02069.1
Project Number
Budgeted Item? Yes
Fund
Plant Pumps and Equipment - WWTP
Current Budget
Funds Obligated
Current Balance
Does item have a cost? Yes Item Cost
Budget Adjustment Attached? No Budget Adjustment
Remaining Budget
Project Title
$ 1,477,313.00
$ 262,582.21
$ 1,214,730.79
$ 24,920.00
$ 1,189,810.79
V20180321
Purchase Order Number: Previous Ordinance or Resolution #
Change Order Number:
Original Contract Number:
Comments:
Approval Date:
CITY OF
FAYETTEVILLE
ARKANSAS
MEETING OF MAY 5, 2020
TO: Mayor and City Council
THRU: Susan Norton, Chief of Staff
FROM: Tim Nyander, Utilities Director
DATE: April 13, 2020
CITY COUNCIL MEMO
SUBJECT: Pinnacle Ozone Solutions, LLC - Ozone Equipment Service Contract
RECOMMENDATION:
Staff recommends approval of a one-year Ozone Equipment Service Contract with Pinnacle
Ozone Solutions, LLC in an amount not to exceed $24,920.00 for the ozone disinfection system
at the Noland Water Resource Recovery Facility.
BACKGROUND:
The ozone disinfection system at the Noland WRRF includes specialized equipment that the
manufacturer must provide. Pinnacle Ozone Solutions, LLC is the sole manufacturer and
service provider of this specialized ozone generating equipment used at the treatment facility.
DISCUSSION:
Pinnacle will perform quarterly service visits, perform annual service items to the equipment,
and perform bi-weekly remote monitoring of the system (26 total). With the regular testing and
inspections that are included in a preventative maintenance agreement, potential problems can
be identified in advance. These issues can then be resolved based on a schedule that makes
sense for the city rather than dealing with costly downtime if an emergency occurs. Routine
maintenance on the ozone equipment will also increase the longevity of the ozone system. A
technician can identify simple repair issues before they become more serious or cause system
failures. With a preventative maintenance agreement in place, the City can be confident that the
system will continue to perform as designed.
BUDGET/STAFF IMPACT:
Funds are available in the Plant Pumps and Equipment account within the Water & Sewer fund.
Attachments:
Ozone Equipment Service Contract
Mailing Address:
113 W. Mountain Street www.fayetteville-ar.gov
Fayetteville, AR 72701
000*000o0
PINNACLE
OZONE SOLUTIONS, LLC
April 131", 2020
City of Fayetteville
Atten: Mayor Lioneld Jordan
1400 N. Foxhunter Rd.
Fayetteville, AR 72756
RE: Ozone Equipment Service Contact Proposal v2.0-2020
Fayetteville Waste Treatment Facility
Dear Mayor Jordan,
Pinnacle Ozone Solutions, LLC (Pinnacle) is pleased to offer this proposal for an Ozone Equipment
Service Contract for the above referenced project.
1.0 System Specific Information
The following is background information regarding this project:
SITE INFORMATION
FACILITY NAME: Fayetteville Waste Treatment Plant
ADDRESS: Fayetteville, AR
COVERED EQUIPMENT: Ozone Generators, Qty. 2
MTA Chillers, City. 2
2.0 Scope of Services
Pinnacle will provide the listed services and consumables during the contract period as
follows:
2.1. Quarterly Service Visits
a) Four (4) services visits of up to eight (8) hours each by one (1) factory trained
technician including onsite labor and travel to/from the site. Schedule of
Quarterly Service visits to be coordinated with the City a minimum of one (1)
week prior to performance of work.
b) Inspection of all 'covered equipment'.
c) Oxygen/Ozone System Leak Check
d) Ozone Generator Output/Performance Verification
e) Chiller Inspection (Physical Inspection, pH, coolant level, differential
temperature verification, and coolant flow rate / pressure).
f) Zero Check Ambient Ozone Analyzers. Re -Zero if required
g) Service report including details of equipment condition, work performed,
calibration certificates, and any recommendations for additional service and/or
changes to system operation.
Pinnacle Ozone Solutions, 2971A Oxbow Circle, Cocoa, FL 32926
..111111...
PINNACLE
OZONE SOLUTIONS, LLC
2.2 Annual Service Items
a) The following service items will be performed one (1) time per service contract year
during one (1) of the regularly scheduled service visits.
b) Validation of readings one (1) High -Range Ozone Concentration Analyzer (1) and
up to three (3) Oxygen Mass Flow Meter(s) inside the ozone generator enclosure.
Pinnacle will provide a quote for instrument recalibration services if required.
2.3 Online Remote Monitoring:
Pinnacle recommends bi-weekly remote monitoring for the 2020 contract year.
a) Bi-weekly (26 annual) check of system operation via remote interface via existing
remote access capability.
3.0 On -Call Repair Services (Standard & Emergency)
Pinnacle will provide on -call services for troubleshooting and/or repair of the covered
equipment as follows:
3.1 Service Request:
Provide a qualified engineer or technician (as required) on -site within 24 hours of a
service request.
3.2 Labor Rates:
Engineer: $170/hr.
Technician: $115/hr.
*Note: Labor Charges apply for both travel and time onsite.
3.2 Travel Expenses:
• Mileage =$0.54/mile to and from Pinnacle office to the project site (or current
year rate)
• Travel, Meals, Lodging Expenses: Cost +15% as required for sites
3.3 Parts & Materials:
A written estimate will be provided for any parts, materials, and/or consumables
required to complete repairs to the system. Pricing will include any shipping
charges incurred for delivery / return of parts and/or materials that are not
covered under warranty.
4.0 Client Responsibilities
The Client agrees to provide the following:
4.1 Parts & Materials:
Client agrees to provide access to the site and equipment at the agreed time of service,
and for the required duration of service conducted under this Agreement.
Pinnacle Ozone Solutions, 2971A Oxbow Circle, Cocoa, FL 32926
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OZONE SOLUTIONS, LLC
4.1 Waste Materials:
Client agrees to ownership, handling, and disposal of any waste materials generated as
the result of equipment service completed under this Agreement.
5.0 Effective Date, Term, Renewal, and Schedule
The service contract term shall commence on 5 1 2020 and extend for a period of one
(1) calendar year.
a) Unless otherwise cancelled in writing prior to the date of renewal, this service
contract shall automatically renew upon expiration of the contract period.
b) All scheduled service visits to be coordinated with the City a minimum of one (1) week
prior to visiting the site and approved in writing or by email.
6.0 Pricing, Terms & Conditions
The price for the Service Agreement as described herein is:
Twenty -four -thousand -nine -hundred -twenty -US -dollars per year (US$ 24,920.00/yr).
Service Agreement fee will be invoiced at the beginning of each service contract renewal.
On -Call Services will be invoiced at the time of service. All invoicing is Net 30 days. All
pricing and work performed under this Agreement shall be subject to Pinnacle's Standard
Terms & Conditions of Sale, which are included with this proposal and incorporated by
reference.
7.0 Closing
Pinnacle Ozone sincerely appreciates this opportunity to provide technical service for
your existing ozone system. We trust this proposal is responsive to your needs. Please
feel free to contact us if we can be of any further assistance.
Best Regards
PINNACLE OZONE SOLUTIONS, LLC
IMMMAN MI.FFIrg...A
Chuck Smith
CEO
Pinnacle Ozone Solutions, 2971A Oxbow Circle, Cocoa, FL 32926
..111111...
PINNACLE
OZONE SOLUTION
Project Authorization
Upon both Parties endorsement below, the Client and Pinnacle J PRDL agree that the scope
of work, price, and terms & conditions of this Agreement are acceptable to both Parties, and
work is Authorized to Proceed.
SIGNATU
SIGNATURE:
1
G
or
PRI TED NAM
PRINTED NAME:
Lioneld lord
Chuck Smith
TITLE:
TITLE:
Mayor of Fayetteville
CEO
COMPANY:
COMPANY:
City of Fayetteville, Arkansas
Pinnacle Ozone Solutions, LLC
DATE:
DATE:
2ozo
April 13, 2020
Pinnacle Ozone Solutions, 2971A Oxbow Circle, Cocoa. FL 32926
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PINNACLE
OZONE SOLUTIONS, LLC
Purchase Order Terms and Conditions
1. ACCEPTANCE. The purchase order of Pinnacle ozone Solutions LLC ("POS " or "Seller")
attached hereto or which otherwise references these terms and conditions, or any Buyer
purchase order which POS is accepting, is expressly subject to the herein terms and conditions
and no others unless the same have been consented to in writing by POS . The placing of this
order by Buyer and its acceptance of the articles being sold hereunder shall be conclusive
evidence of Buyer's approval of and consent to the terms and conditions herein contained.
2. PRICES AND PAYMENT. All prices set forth in the purchase order are FOB Origin, POS's
facilities, Cocoa Florida, USA, and, unless otherwise stated do not include cartage insurance,
taxes, imposts, or other similar charges. All payments shall be made in accordance with the
terms set forth in the purchase order. The maximum allowable service charge, under the laws
of the State in which POS is located shall be applied to all past due accounts commencing from
the due date of the invoice until paid.
3. PERFORMANCE/DELIVERIES. POS shall not be liable for delays in delivery, performance, or
failure to perform, manufacture or deliver due to causes beyond its reasonable control; or acts
of God, acts of the Buyer, acts of civil or military authority, Governmental priorities, fires,
strikes, floods, epidemics, war, not delays in transportation or shortages; or inability due to
causes beyond its reasonable control to obtain necessary labor, materials, utilities, components
or manufacturing facilities. In the event of any such delay, the date of performance/delivery
shall be extended for a period of time as may be necessary to compensate for any such delay.
4. WARRANTY.
(a) POS warrants that the articles delivered hereunder conform to final specifications, drawings,
and other description agreed in writing to be applicable and are free from defects in materials
and workmanship. These warranties shall run to the Buyer, its successors, assigns and
customers.
(b) The responsibility of POS hereunder, and the sole and exclusive remedy of Buyer, its
successors assigns or customers for a breach of any warranty hereunder, is limited to correction
or replacement by POS at its plant without charge of any article or part which has been
returned to POS and which is not in accordance with this warranty provided, however; (1) POS
must be notified in writing of the defect or non -conformity within the warranty period, Buyer
must obtain a Return Material Authorization (RMA) number from seller and the affected article
or part returned to POS within thirty (30) days after discovery of such defect or conformity (2)
if POS is unable to repair or replace defective or non -conforming articles or parts within a
Pinnacle Ozone Solutions, 2971A Oxbow Circle, Cocoa, FL 32926
PINNACLE
reasonable time after receipt thereof, Buyer shall be credited for their value at the original
purchase price.
Pinnacle Ozone Solutions LLC 2971-A Oxbow Circle Cocoa, FL 32926 12201 1 Phone: (321) 631-
4580 Fax: (321) 631-4517Toll Free: (800) 632-3071 is responsible for costs of removal and
reinstallation. POS will not be held responsible for items returned without a RMA.
Transportation is at the risk of POS.
(c) POS shall have the sole right to determine whether returned articles or parts shall be
repaired or replaced.
(d) POS's responsibility under these warranties shall expire 12 (twelve) months after delivery of
the article, including any spares, to the Buyer or in the case of any part or component repaired
or replaced by POS the warranty shall remain in effect for the remainder of the 12 (twenty four)
month period from the date of shipment of the repaired or replaced part or component,
whichever is longer.
(e) Unless otherwise agreed, and except as may be necessary to comply with these warranties,
POS reserves the right to make changes in its products without any obligation to incorporate
such changes in any product manufactured, overhauled or repaired theretofore.
(f) POS assumes round-trip transportation costs (shipping and handling) for defective or non-
conforming articles to and from POS's facility.
(g) These warranties will not apply if the articles or any parts thereof have been subjected to (1)
any maintenance, overhaul, installation, storage, operation, or use handling or environment
which is improper or not in accordance with POS's instructions, (2) any alteration, modification,
or repair by anyone other than POS or its authorized representative, or (3) any accident,
misuse, neglect, or negligence after delivery by POS. The warranty shall not apply to any article
to the extent that the defect or non -conformity is attributable to any part not supplied by or
approved by POS.
(h) POS's obligations under these warranties are conditioned on Buyer's obligation to maintain
records which will accurately reflect maintenance performed on POS's equipment and establish
the nature of any unsatisfactory condition of POS's equipment. POS, at its request, shall be
given access to such records for substantiating warranty claims.
(i) Except as set forth in paragraph (b), parts or components not manufactured by POS shall be
in accordance with the standard warranty provisions of the manufacturer or supplier thereof,
which warranty constitutes the sole obligation of POS and the sole remedy of Buyer.
(j) No warranty is given with respect to articles or parts not overhauled or replaced by POS.
Pinnacle Ozone Solutions, 2971A Oxbow Circle, Cocoa, FL 32926
0000ftoo.00
PINNACLE
OZONE SOLUTIONS. LLC
(k) ALL OTHER WARRANTIES WHETHER EXPRESS, IMPLIED, OR STATUTORY, SUCH AS
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY
EXCLUDED AND DISCLAIMED TO THE EXTENT THEY EXCEED THE WARRANTIES GRANTED
HEREIN. THIS WARRANTY COMPRISES POS'S ENTIRE LIABILITY IN RELATION TO ANY FAILURE OR
DEFECT TO THE EXCLUSION OF ALL OTHER LIABILITY IN TORT (WHETHER FOR NEGLIGENCE OR
OTHERWISE) OR IN CONTRACT. IN NO EVENT SHALL POS BE LIABLE FOR CONSEQUENTIAL OR
INCIDENTAL DAMAGES.
(1) No agreement extending this warranty shall be binding upon POS, unless in writing and
signed by POS's duly authorized officer or representative.
(m) The above warranty is the only warranty given unless other warranties are attached and
thereby made a part hereof.
5. LIMITATION OF LIABILITY. POS's, liability on any claim of any kind, including negligence, for
any loss or damage arising out of, connected with, or resulting from this order, or from the
performance or breach thereof, or from the manufacture, sale, delivery, resale, repair or use of
any article covered by or furnished under this order shall in no case exceed the price applicable
to the article or part thereof which gives rise to the claim. In no event shall POS be liable for
special or consequential damages.
Except as herein expressly provided to the contrary, the provisions of this order are for the
benefit of the parties in the order and not for the benefit of any other person.
6. Limitation of liability. Notwithstanding anything else to the contrary, seller shall
not be liable for any consequential, incidental, special, punitive or other indirect
damages, and seller's total liability arising at any time from the sale or use of the
equipment shall not exceed the purchase price paid for the equipment. These
limitations apply whether the liability is based on contract, tort, strict liability or any
other theory.
7. Cancellation. If you cancel or suspend your Order for any reason other than POS's
breach, you shall immediately pay POS for work performed prior to cancellation or
suspension and any other direct costs incurred by POS as a result of such cancellation or
suspension.
8. Changes. POS shall not implement any changes in the scope of work described in
POS's Documentation unless you and POS agree in writing to the details of the change
and any resulting price, schedule or other contractual modifications. This includes any
changes necessitated by a change in applicable law occurring after the effective date of
any contract including these terms.
Pinnacle Ozone Solutions, 2971A Oxbow Circle, Cocoa, FL 32926
PINNACLE
9. Liens & Insurance. Title to the Equipment and risk of loss shall pass to you at the
time the Equipment is delivered to the carrier for shipment, or when delivered to the
location specified by you, whichever comes first. Prior to full payment of the purchase
price, you shall not permit any lien, encumbrance or security interest to attach to the
Equipment or be levied upon the Equipment under legal process or dispose of the
Equipment or permit anything to be done that may impair the value of the Equipment.
You shall insure the Equipment against risk of loss or damage by fire, including extended
coverage, theft and such other casualties, in an amount equal to full replacement value.
10. Default & Remedies. Any of the following events will constitute an event of
default under this Order: (a) your failure to pay any amount when due; (b) your failure to
perform any covenant or obligation in this Order; (c) your giving any untrue or misleading
representation or warranty or furnishing any untrue or misleading financial information;
(d) your refusal to accept delivery of all or a portion of non -defective, conforming
Equipment upon delivery; (e) your business failure, or failure or inability to pay debts in
the ordinary course or as they become due, or insolvency within the meaning of the
federal bankruptcy laws or state insolvency laws or otherwise; (f) the commission of any
act of bankruptcy, assignment for the benefit of creditors, composition of creditors or
commencement of any proceedings, whether voluntary or involuntary, under any federal
or state bankruptcy, reorganization or insolvency laws; or (g) the attachment or
garnishment of, or levy or execution upon, your assets, property, business or income, or
the appointment of a receiver or trustee of or for any part of your assets, property or
business. Upon the occurrence of any event of default, POS shall have all the rights and
remedies available under the Arkansas Uniform Commercial Code or other applicable law
and all rights provided in this agreement, all of which shall be cumulative. Without limiting
the generality of the foregoing, upon the occurrence of any such event of default, POS
shall have the right not to continue to perform service activities as described in this Order.
11. Force Majeure. Under no circumstances shall either party be liable for any
breach (except for breach of payment obligations) caused by extreme weather or other
act of God, strike or other labor shortage or disturbance, fire, accident, war or civil
disturbance, delay of carriers, failure of normal sources of supply, act of government or
any other cause beyond such party's reasonable control.
12. General Provisions. All notices, requests, demands and other communications
under this Order shall be in writing and shall be deemed duly given (a) if transmitted by
facsimile, upon telephone confirmation of receipt of the transmission, (b) if sent by
overnight courier, one business day after delivery to said courier, or (c) if mailed by first-
class mail, postage prepaid, three business days after mailing, to you at the address on
this Order and to POS , Attn.: General Counsel, 2971-A Oxbow Circle
Pinnacle Ozone Solutions, 2971A Oxbow Circle, Cocoa, FL 32926
aoUUUUlJ�4oa
PINNACLE
OZONE SOLUTIONS. LLC
Cocoa, FL 32926 or such other address designated in writing from time to time. No
course of dealing or performance, usage of trade or failure to enforce any term shall be
used to modify the Agreement. If any of these terms is unenforceable, such term shall
be limited only to the extent necessary to make it enforceable, and all other terms shall
remain in full force and effect. You may not assign or permit any other transfer of the
Agreement without POS's prior written consent. This Order shall be governed by and
construed in accordance with the laws of Arkansas.
13. Taxes. _The amount of Federal, State or local taxes applicable to the sale, use or
transportation of the articles sold or the work performed hereunder and all duties, imposts,
tariffs, or other similar levies shall be added to the prices and paid by the Buyer, except where
the Buyer shall furnish an appropriate certificate of exemption there from.
14. Export. If any article sold hereunder is for export, Buyer shall be responsible for arranging
for transportation, insurance and compliance with local country export/import or re-export
laws and clearances.
15. Severability. Any provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such
provisions in any other jurisdiction. To the extent permitted by applicable law each party
hereby waives any provision of law which renders any provisions hereof prohibited or
unenforceable in any respect.
16. Applicable Law. This Agreement shall be interpreted in accordance with the laws of the
State of Arkansas. The parties hereto agree that any litigation arising out of this Agreement
shall be in the State of Arkansas. Any legal action by Buyer for breach must be commenced
within one (1) year from the date of the breach. Buyer agrees to pay all costs and expenses,
including reasonable attorney's fees incurred by POS in any action to enforce its rights
hereunder. The United Nations Convention on the Contracts for International Sale of Goods,
1980, and any amendment or successor thereto is expressly excluded from this Agreement.
17. Waiver. Failure by POS to assert all or any part of its rights upon any breach of this
agreement shall not be deemed a waiver of such rights either with respect to such breach or
any subsequent breach nor shall any waiver be implied from the acceptance of any payment or
service. No written waiver of any right shall extend to or affect any other right POS may possess
nor shall such written waiver extend to any subsequent similar or dissimilar breach.
18. Estimated Pricing. Estimated pricing is defined to mean an approximate calculation only.
The final price may exceed the estimate price.
Pinnacle Ozone Solutions, 2971A Oxbow Circle, Cocoa, FL 32926
PINNACLE
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19. Intellectual Property Rights. POS retains all intellectual property rights in the articles
including but not limited to any and all patent, trade secret, trademark or copyright rights.
Buyer shall have no such rights by virtue of entering into this Agreement. Specifically, and
without limiting the generality of the foregoing, Buyer agrees that it shall not, following its
purchase of the articles hereunder, build, manufacture, fabricate or reverse engineer the
articles, or sell any item so built, manufactured, fabricated or reverse engineered.
20. U.S. Export Control and Embargo Laws. Buyer shall bear all responsibility for complying
with any and all export control and embargo laws and regulations of the United States and shall
promptly provide POS with any requested export control documentation, including but not
limited to any requested end user information. Buyer hereby certifies that any products,
technology, or software disclosed or provided by POS will not be exported, reexported, sold,
leased, or transferred in violation of: (a) the U.S. Export Administration Regulations; and (b)
applicable U.S. trade and economic sanctions administered by the U.S. Department of
Treasury's Office of Foreign Assets Control. Buyer shall defend, indemnify and hold harmless
POS for any Buyer failure to comply with such laws or regulations.
21. Shipment, Title, Risk of Loss. _The articles being sold hereunder shall be delivered to Buyer
FOB origin and shall be deemed accepted by Buyer at POS's facility. Buyer shall take title at
POS's facility upon acceptance and shall bear all risk of loss from and after that time.
22. Entire Agreement._Upon acceptance of this Agreement by Buyer, the provisions hereof
(including the pertinent documents, drawings and specifications applicable hereto) shall
constitute the entire Agreement between the parties and supersedes all prior prices, offers,
negotiations and agreements relating to the subject matter hereof.
Pinnacle Ozone Solutions, 2971A Oxbow Circle, Cocoa, FL 32926
