INVITATION, INSTRUCTION TO BIDDERS, BID & CONTRACT FORMS AND SPECIFICATIONS FOR. Fiber Optic Cable. For

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1 INVITATION, INSTRUCTION TO BIDDERS, BID & CONTRACT FORMS AND SPECIFICATIONS FOR Fiber Optic Cable For Pyramid Lake Paiute Tribe Middle Mile Fiber Project BID DOCUMENT NO. 001 July 2, 2012 Praxis Associates 1101 Nimitz Avenue Vallejo, CA PROPOSAL DUE DATE: July 16, 2012, 4:00 P.M.

2 AWARD/CONTRACT Contract Number Issued By: Praxis Associates Inc Nimitz Avenue Vallejo, CA Name and Address of Contractor: Effective Date: Project: Administered By: Praxis Associates Inc Nimitz Avenue Vallejo, CA Prompt Payment Discount: Submit Invoices to: See Section G, G-4 Invoices. Item No. Supplies or Services Quantity Unit of Issue Unit Price Amount See Continuation Sheet Total Amount of Contact: $ Praxis Associates will complete items below as applicable CONTRACTORS NEGOTIATED AGREEMENT contractor is required to sign this document and return 3 copies to the issuing Office. Contractor agrees to furnish and deliver all items or Perform the services set forth above or otherwise identified on a Continuation sheet for the consideration stated above. The rights and obligations of the parties shall be subject to and governed by the following documents: the solicitation, such provisions, representations, certifications and specifications contained herein and the contractors proposal as attached. AWARD (contractor does not sign this document)your offer on Praxis Associates solicitation number: including the additions or changes made by you, is hereby accepted by Praxis Associates. This award consummates the contract which includes the solicitation, your offer as amended, and this contract. No other contractual document is necessary. Name And Title of Signer (Print or Type) Name and Title of Person signing for Praxis Associates, Inc. Robert Volker Chief Operations Officer Name of Contractor Date Signed Praxis Associates, Inc. Date Signed By Authorized Signature By Authorized Signature

3 TABLE OF CONTENTS 1. Contract Form and Instructions 2. SECTION B Pricing Schedule 3. SECTION C Statement of Work 4. SECTION D Packaging and Marking 5. SECTION E Inspection and Acceptance. 6. SECTION F Performance 7. SECTION G Contract Administration Data 8. SECTION H Special Contract Terms 9. SECTION I Contract Clauses 10. SECTION J Attachments, Drawing, Wage Determinations 11. SECTION K Representations and Certifications 12. SECTION L Instructions to Offerors 13. SECTION M Evaluations Factors

4 SECTION B Pricing Schedule 1. The estimated amounts of each type of fiber optic cable that is required for the entire project is shown in Table 1. The Contractor will propose a price for each fiber count at the quantities indicated below, as well as a total price. The quantities indicated below represent the anticipated quantities for each fiber count. The actual amount required may vary following detailed network design. The estimated total fiber optic cable to be installed is estimate to be as high as 45 miles of fiber optic cable. 2. The unit price will govern if an error occurs in arithmetic extension. The correct result governs in the case of arithmetic errors. Pricing Table 1 Estimated Total Fiber Optic Cable Requirements CLIN Item Description Estimated Total Quantity in Linear Feet 0001 Fiber Optic Cable, 24 fiber 16, Fiber Optic Cable, 48 fiber Fiber Optic Cable, 72 fiber Fiber Optic Cable, 144 fiber 195, Fiber Optic Cable, 216 fiber Fiber Optic Cable, 288 fiber Fiber Optic Drop, 6 Fiber 14,132 Unit Price Per Foot Total Price

5 AMOUNT OF FIBER OPTIC CABLE REQUIRED FOR THE FIRST ORDER The estimated amount of each type of fiber optic cable which is required for the first order of the project is shown in Table 2. The estimated delivery date of the first order is as soon as possible after award. The Contractor shall propose a price for each fiber count at the quantities indicated below, as well as a total price. Pricing Table 2 Estimated Fiber Optic Cable Requirements on first Order CLIN Item Description Estimated Total Quantity in Linear Feet 0001 Fiber Optic Cable, 24 fiber 16, Fiber Optic Cable, 48 fiber Fiber Optic Cable, 72 fiber Fiber Optic Cable, 144 fiber 195, Fiber Optic Cable, 216 fiber Fiber Optic Cable, 288 fiber Fiber Optic Drop, 6 Fiber 14,132 Unit Price Per Foot Extended Price

6 C.1 Fiber Optic Cable Specifications Section C Specifications: 1. Each Vendor in their proposal will recommend the specifications which best meets the requirements for this project. However at a minimum the cable RFP response should meet the following criteria listed below. a. All Dielectric (AD) ribbon and loose-tube fiber optic cable, in 24-, 48-, 72-, 144-, 216-, and 432- count sheaths b. Conforms to international standards ITU-T G652D and Telcordia G-20 unless otherwise noted. c. Composed of all Dielectric (AD) materials d. Made of a dry, gel free cable design e. Incorporates dry, water blocking elements f. The fiber optic cable quantity requirements are in Section B g. Specific Reel Lengths will be provided at contract award, based upon manufacturer s recommendations.

7 Section D Packaging and Marking D-1. No separate freight/delivery/fuel charges will be paid by Praxis Associates unless specifically provided for in the Purchase Order. All pricing will be FOB destination and include all return shipping of cable reels in full truckload quantities. D-2. Praxis Associates will not pay for packaging, boxing or cartage. Damage resulting from improperly packaged material will be charged to the Contractor. D-3. All fiber optic cable will be marked, in permanent white characters, with: a. Manufacturer name b. Month and year of manufacture c. Number of optical fibers D-4. The completed cable shall be packaged for shipment on returnable metal or composite reels only. Required cable lengths shall be stated in the award; however, reel lengths shall not be less than 15,000 feet nor greater than 25,000 feet 10%. a. Top and bottom ends of the cable shall be available for testing. b. Both ends shall be sealed to prevent ingress of moisture. c. Each reel shall have a weather resistant reel tag attached identifying the reel and cable. d. Each reel will be completely covered with a covering as recommended by the manufacture. 1. The reel tag shall include the following information: a. Cable number b. Cable length in meters c. Product number d. Date cable tested e. Cable length markings, inside and outside ends of cable f. Gross weight g. Order number h. Item number e. The reel (one flange) marking shall include: a. Manufacturer b. Country of origin c. An arrow indicating proper direction of roll when handling d. DO NOT SHIP REEL ON SIDE or DO NOT LAY REEL ON ITS SIDE f. Each cable shall be accompanied by a cable data sheet with the following information: cable number, order number, attenuation of each fiber, ordered length, bandwidth specification, and actual shipped length.

8 Section E Inspection and Acceptance E-1 All deliveries and services furnished under this Purchase Order must be of the quality specified or in the event no quality is specified, must be the best of their respective kinds, and will be subject to inspection and approval of Praxis Associates, Inc. within a reasonable time after delivery of goods or completion of services. When manufacturing specifications are referred to in this Purchase Order, such specifications shall be deemed to be an integral part hereof as if duly set out herein. Goods and services shall be replaced at no additional charge to Praxis Associates, Inc. if they prove to be defective and/or not in accordance with specifications. Rejected materials shall be returned at the risk and expense of the manufacture. If Praxis Associates, Inc. does not desire replacement, the manufacture shall issue a full credit. E-2 All fiber optic cable will be 100% inspected and tested at the factory. All testing results will be provided to the Praxis Associates, Inc. Contract Administrator for review and approval prior to shipping. E-3- QUALITY ASSURANCE PROVISION a. All cabled optical fibers 1000 meters in length shall be 100% attenuation tested. The attenuation of each fiber shall be provided with each cable reel. b. The cable manufacturer shall be ISO 9001 registered and compliant

9 SECTION F Performance F-1. Period of Performance Performance shall commence on the date of Notification of Contract Award by Praxis Associates, Inc. unless otherwise specified. It shall continue until the project has been completed and all fiber optic cable has been delivered accepted by Praxis Associates, Inc. unless terminated sooner under the provisions of this contract F-2. Time of Delivery (a) PLPT requires initial delivery on July 31, 2012 with subsequent deliveries to be made as installation progresses REQUIRED DELIVERY SCHEDULE FOR INITIAL ORDER MILESTONE Initial Delivery. July 31, 2012 Est. 2 nd Delivery Est. 3 rd Delivery Est. 4 th Delivery TIME AFTER AWARD IN DAYS As Ordered by PO As Ordered by PO As Ordered by PO Initial Delivery. Est. 2 nd Delivery Est. 3 rd Delivery Est. 4 th Delivery OFFERORS PROPOSED DELIVERY SCHEDULE INITIAL ORDER MILESTONE TIME AFTER AWARD IN DAYS (b) PRAXIS ASSOCIATES will evaluate equally, in regards to time of delivery, offers which propose schedules within the applicable delivery period as specified above. Offers that propose delivery which will not clearly fall within the applicable required delivery period specified above, will be considered, but will not receive the maximum scoring points allowed in Section M. Praxis Associates, Inc. reserves the right to award multiple contracts or a single contract based upon what is most advantageous to Praxis Associates, Inc.

10 F-3 Delivery Locations a. Initial Delivery will by made to the following locations: % of required fiber cable to 104 HWY 447 Nixon, NV

11 SECTION G Contract Administration G-1 Contract Administration a. The contract will be administered by Praxis Associates, Inc. corporate office in 1101 Nimitz Avenue, Vallejo, CA This office is the only office authorized to approve changes or modify any of the requirements contained elsewhere in this contract; this authority remains solely with the Chief Operations Officer of Praxis Associates, Inc. In the event the contractor effects any such change at the direction of any other person other than the Chief Operations Officer of Praxis Associates, Inc., the change will be considered to have been made without authority and no adjustment will be made in the contract costs to cover any increase incurred as a result thereof. b. The Contractor shall submit requests for modifications of this contract to Praxis Associates, Inc Vallejo, CA office. A total of three copies will be provided. c. Contractual problems, of any nature, that may arise during the life of this contract must be handled in conformance with very specific public laws and only the Chief Operations Officer of Praxis Associates. is authorized to formally resolve such problems. Therefore, the Contractor is hereby directed to expeditiously bring all such contractual problems to the immediate attention of Praxis Associates, Inc. d. Requests for information on matters related to this contract, such as explanation of terms and contract interpretation, shall be submitted in writing. G-2 Praxis Associates, Inc. Field Representative a. Definition. "Field representative" means an individual authorized in writing by the General Manager to perform specific technical or administrative functions at the job site, such as inspect and accept shipments. b. If the COO designates a Field representative, the Contractor will receive a copy of the written designation. It will specify the extent of the field representative s authority to act on behalf of Praxis Associates, Inc. The field representative is not authorized to make any commitments or changes that will affect price, quality, quantity, delivery, or any other term or condition of the contract without approval from the COO. The Field representative may re-delegate the authority to accept shipments of material. G-3 Contractors Remittance Address The contractor will provide a remittance address.

12 G-4 Invoicing All Invoicing will be sent to Praxis Associates, Inc., Attention: Accounts Payable, at 1101 Nimitz, Avenue, Vallejo, California a. The Invoices must show Delivery address or location of delivery, person accepting delivery, and indicate if it represents partial or complete billing. Separate invoices must be rendered for each Purchase Order. Invoices shall also include the following information: 1. Contractor s name; 2. Address; 3. Federal tax identification number; 4. Contract number, if applicable; 5. Purchase Order number; 6. Contract line number, if applicable; 7. Unit price and extended price (if applicable, the unit price must match a line on the Contract); and 8. Description of goods provided and/or services performed. b. Invoices will be submitted in an original copy and 2 additional copies and will be mailed to the above address. c. Invoices will be rendered by the Contractor once a month on the 15 th day for each calendar month. Invoice will be paid net 30, unless a discount is offered. Praxis will make every effort to avail itself of any discount offered. Please see Section M for evaluation of discounts in award. d. Praxis Associates, Inc. has the right to refuse to make payment on any invoice unless and until verification of receipt by Praxis Associates, Inc. can be determined. Praxis Associates, Inc. payment for any material shall not constitute acceptance of the material or a waiver of any of Praxis Associates, Inc. rights.

13 Section H Special Terms RESERVED

14 SECTION I Contract Clauses I-1 Type of Contract. Praxis Associates, Inc. contemplates award of a Firm Fixed Price, Indefinite Quantity, and Indefinite Delivery contract resulting from this solicitation. I-2 Federal Uniform Administrative Requirements. a. Contractor agrees to comply with all the requirements set forth in Executive Order of September 24, 1965, entitled Equal Employment Opportunity, as amended by Executive Order of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR Chapter 60). b. Contractor agrees to comply with all the requirements of the Copeland Anti- Kickback Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3). c. Contractor agrees to comply with all the requirements of the Davis-Bacon Act (40 U.S.C. 276a to 276a7) as supplemented by Department of Labor regulations (29 CFR Part 5). d. Contractor agrees to comply with all the requirements set forth in Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C ) as supplemented by Department of Labor regulations (29 CFR Part 5). e. Contractor acknowledges and agrees that this contract is subject to Subpart C of 2 CFR Part 1326, Government wide Debarment and Suspension (Nonprocurement). f. For contracts that exceed $100,000, the Contractor agrees and acknowledges that this contract is also subject to 31 U.S.C 1352, as implemented at 15 CFR Part 28, New Restrictions on Lobbying. The Contractor agrees to submit a completed Disclosure of Lobbying Activities (Form SF-LLL) regarding the use of non-federal funds for lobbying within 15 days following the end of the calendar quarter in which the event occurred that requires disclosure or that materially affects the accuracy of the information contained in any disclosure form previously filed.

15 g. The Contractor acknowledges and agrees that the rights to any invention made by a recipient will be determined by the Bayh-Dole Act, Pub. L , as amended, and codified in 35 U.S.C. 200 et seq., except as otherwise required by law. The specific requirements governing the development, reporting, and disposition of rights to inventions and patents resulting from financial assistance awards are described in more detail in 37 CFR Part 401 and in particular, in the standard patent rights clause in 37 CFR , which is hereby incorporated by reference into this award. h. The Contractor further acknowledges and agrees that it may copyright any work produced subject to the Department of Commerce s (DOC) royalty-free nonexclusive and irrevocable right to reproduce, publish or otherwise use the work or authorize others to do so for Government purposes. Works jointly authored by DOC and the Contractor may be copyrighted but only the part authored by the Contractor is protected. On occasion, DOC may ask the Contractor to transfer to DOC its copyright in a particular work when DOC is undertaking the primary dissemination of the work. i. The Contractor further acknowledges and agrees that rights to any work produced or purchased as a result of this contract are determined by 15 CFR and 15 CFR Such works may include data, databases or software. The Contractor ownership of any work produced or purchased under this contract is subject to DOC s right to obtain, reproduce, publish or otherwise use the work or authorize others to receive, reproduce, publish or otherwise use the data for Government purposes. j. The Contractor agrees to comply with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h)), 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15). k. The Contractor agrees to comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L , 89 Stat. 871). l. Contractor agrees to comply with the Whistleblower Protection requirements of the American Recovery and Reinvestment Act (Recovery Act), Section 553 of Division A, Title XV, Public Law 111-5, and shall post notice of the rights and remedies provided under the Act. The poster can be downloaded from the following web site: I-3 No Waiver

16 No failure or delay by Praxis Associates, Inc. to insist upon the strict performance of any term, condition or covenant of this Agreement, or to exercise any right, power, or remedy consequent upon a breach thereof, shall constitute a waiver of any such term, condition, or covenant or of any such breach, or preclude Praxis Associates, Inc. from exercising any such right, power, or remedy at any later time or times.

17 Section J Attachments RESERVED

18 Section K Representations and Certifications K-1. Requirement as to Materials, Contractor's Responsibilities and Warranties: a. The Contractor warrants and agrees that all materials supplied hereunder shall be manufactured and produced in compliance with the laws, regulations, codes, terms, standards and/or requirements of all Federal, State and local authorities and all other authorities having jurisdiction, and that performance of this Purchase Order shall be in accordance with the above laws, regulations, codes, terms, standards, and/or requirements, and agrees, upon request, to furnish Praxis Associates, Inc. a certificate of compliance in such forms as Praxis Associates, Inc. may require. b. The Contractor warrants that there has been no violation of copyrights or patent rights in manufacturing, producing, or selling the goods shipped or ordered and Contractor agrees to hold Praxis Associates, Inc. harmless from any and all liability, loss or expense occasioned by such a violation.

19 SECTION L Instructions L-1 Preparation of Proposals (a) Proposals must be (1) submitted on the forms furnished by Praxis Associates, Inc. or on copies of those forms; and (2) manually signed. The person signing a proposal must initial each erasure or change appearing on any proposal form. (b) The proposal form may require Offerors to submit proposed prices for one or more items on various bases, including (1) Lump sum price; (2) Alternate prices; (c) If the solicitation requires submission of a proposal on all items, failure to do so may result in the proposal being rejected without further consideration. If a proposal on all items is not required, Offerors should insert the words no proposal in the space provided for any item on which no price is submitted. (d) Alternate proposals will not be considered unless this solicitation authorizes their submission. L-2 Bid Due Date, Time and Location for the Receipt of Bids a. Bids are due on 16 July 2012 at 4:00 PDT b. Bids shall be delivered to: Praxis Associates, Inc. Attn: Robert Glidden 1101 Nimitz Avenue Vallejo, CA L-3 Bid Preparation Costs Praxis Associates, Inc., will not under any circumstances, be responsible for the reimbursement of any costs which the bidder incur in the preparation of its bid. L-4 Modification of Bid Document by Praxis Associates, Inc. Praxis Associates, Inc. expressly reserves the right to modify any part of the Bid Document at any time prior to the date set for receipt of bids. Modifications, if any, will be in the form of written addendum which will be sent to all parties which have received copies of the

20 Bid Document. However, Bidder's failure to receive any addenda shall not relieve it from the obligation of submitting its bid in full compliance with the Bid Document and all addenda to the Bid Document. Thus, prior to submitting its proposal, Bidder shall independently verify that it has received all addenda. L-5 Modification of Bids A Bidder may modify its bid by written request or facsimile communication at any time prior to closing time for receipt of bids, provided that Praxis Associates, Inc. receives the complete request at the place of opening prior to the closing time for receipt of bids, and in the case of facsimile communication, provided that Praxis Associates, Inc. receives by the third day after closing date written confirmation, signed by the Bidder and postmarked before the closing date and time. Despite the provisions of this paragraph, Praxis Associates, Inc. will not accept bids transmitted by facsimile equipment or other forms of electronic communication. Bidder is solely responsible for timely receipt by Praxis Associates, Inc. of any modification of its bid. The unavailability for any reason Praxis Associates, Inc.' facsimile equipment for receipt of Bidder's transmission of its modification shall not relieve Bidder of the responsibility set out in the preceding sentence. L-6 Withdrawal of Bids A Bidder may withdraw its bid either personally, by facsimile equipment communication or by written request, provided that Praxis Associates, Inc. receives Bidder's notice of bid withdrawal at the place of opening prior to the scheduled closing time for receipt of bids and, in the case of facsimile communication, provided that Praxis Associates, Inc. receives by the third day after the closing date written confirmation signed by the Bidder and postmarked before the closing date and time. Bidder is solely responsible for timely receipt by Praxis Associates, Inc of any withdrawal of its bid. The unavailability for any reason of Praxis Associates, Inc. facsimile equipment for receipt of Bidder's transmission of its withdrawal shall not relieve Bidder of the responsibility set out in the preceding sentence. L-7 Rejection of Bids L-8 Award a. Praxis Associates, Inc. reserves the right to reject any bid or all bids, and to waive any informality in bids received. b. Praxis Associates, Inc. may consider irregular and reject bids if any of the unit prices are unbalanced, either above or below the amount of a reasonable bid.

21 Praxis Associates, Inc. will notify the successful Bidder in writing of the award of this Contract within thirty (30) days after opening of bids. L-9 Late Bids Late Bids will not be accepted, unless clear and convincing evidence is submitted which clearly shows the bid was mailed or sent via a private carrier at least 3 business days prior to bid closing. Clear and convincing evidence is a US Post Office hand cancellation stamp clearly showing the mailing date. L-10 PREPARATION AND SUBMISSION OF BIDS a. BIDDER IS SOLELY RESPONSIBLE TO SEE THAT ITS BID IS SUBMITTED IN PROPER FORM. BIDDER'S FAILURE TO FOLLOW THESE INSTRUCTIONS MAY CONSTITUTE CAUSE FOR REJECTION OF THE BID. b. Praxis Associates, Inc. will make available to each Bidder a copy of the Bid Document and the Bid Forms. Bidder shall submit each bid in duplicate on the forms provided. Bidder shall properly execute all copies, fill in all blank spaces and initial and explain in writing any interlineations, alterations or erasures. c. Each bid shall contain the following: 1. The date of the bid. 2. The full business address of the Bidder, including the street address if that differs from the mailing address. 3. Bidder s signature. (a) For bids by partnerships, signature with the partnership name followed by the signature of one or more of the general partners authorized to bind the partnership and a list of the names and addresses of all partners. (b) For bids by corporations/limited liability companies, signature with the legal name of the corporation/limited liability company followed by the signature and designation of the corporate officer(s) authorized to bind the corporation/limited liability company and a designation of the state of incorporation/formation. The corporation/limited liability companies will affix their Corporate Seal when available. If the corporation/limited liability does not have a Corporate Seal the company will denote as such. (c) The name of each person signing shall be typed or clearly printed below the signature. Upon request, Bidder shall furnish to Praxis

22 Associates, Inc. Satisfactory evidence of the authority of any person who signs on behalf of a partnership or corporation. (d) Each Bidder shall quote on all items in the Bid including options and Addenda, if any, unless otherwise expressly stated in the Bid Document. (e) Bidder shall enclose its bid in a sealed envelope distinctly labeled "Bid Proposal." The sealed envelope shall designate: (1) the Bid Document number, (2) the title of the Bid Document, and (3) the name and address of the Bidder. Inside the sealed envelope the bidder shall provide its bid, the completed bid forms, and Bid (f) Bidder is solely responsible for timely delivery of its bid. Bidder shall follow the delivery directions contained herein regarding address, date and hour. Bidder may either mail, , or deliver its bid. Praxis Associates Inc. If mailed, Bidder shall address the bid to: Praxis Associates, Inc. Attention: Mr. Robert Glidden 1101 Nimitz Avenue Vallejo, CA L-11 QUALIFICATIONS OF BIDDER If electronically delivered the bid shall be sent to rglidden@praxisfiber.com. Praxis Associates accepts no responsibility for bids not received via electronic media. If delivered in person, the Bidder shall bring the bid to Praxis Associates, Inc., will mark any bid received after the time set for receipt of bids with the date and time received and return it unopened. See Late Bids. (g) Praxis Associates, Inc. reserves the right to provide addenda or extend the time for receiving and opening bids. Praxis Associates, Inc. will provide any addenda or give notice of the extension prior to the opening of bids via a. Bidders must meet the following responsibility criteria to be considered a responsible bidder and qualified for award of this contract. The bidder must: Not be disqualified from bidding on any public works contract or be debarred by the Federal Government.

23 b. In addition to the bidder responsibility criteria in subsection a., of this section, the Bidder shall submit with its bid, 1. A statement of Bidder's experience with the type and magnitude of work described in this Bid Document, 2. Bidder's technical qualifications to perform the Work, and 3. Bidder's financial and work references. This statement shall be sufficient to enable Praxis Associates, Inc. to determine that Bidder has the necessary experience, organization, technical qualifications, financial resources, ability to comply with time schedules, record of performance, integrity and skill to properly and timely perform the Work described in the Bid Document. L-12 GOVERNING LAW a. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to any choice of law principles that would dictate the laws of any other jurisdiction. The parties agree that the exclusive venue for any and all actions related hereto shall be the appropriate Federal or State court located within the State of California. b. The laws of California and the County of Vallejo shall govern the resolution of any issue arising in connection with the contract, including, but not limited to, all questions on the validity of the contract, the capacity of the parties to enter therein, any modification or amendment thereto, and the rights and obligations of the parties hereunder. L-13 SEVERABILITY If any part of the contract documents is found to be in conflict with the applicable law, that part shall be inoperative and void only to the extent that it conflicts with the law, but the remainder shall have full force and effect. L-14 ARBITRATION a. All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the state of Nevada or another location mutually agreeable to the parties. An award of arbitration may be confirmed in a court of competent jurisdiction. The contractor agrees that all such claims shall be presented to Praxis Associates, Inc. not later than 30 days after completion and acceptance of the project by Praxis Associates, Inc.

24 b. The contractor further agrees that for those claims which may arise prior to May 31, 2013, shall be settled as promptly as possible; however, all claims shall be settled by July 31, c. Notwithstanding L-14 a., above, CONTRACTORS ARE WARNED Praxis Associates, Inc. will not accept any claim after May 31, Praxis Associates, Inc. funding is from the US Department of Commerce, this funding ends on July 31, After that time, Praxis will not have the capability to make any equitable adjustment to the contract or pay any claim arising thereafter. L-15 HOLD HARMLESS/INDEMNIFICATION a. The Contractor shall indemnify and hold Praxis Associates, Inc. harmless from and against all liability and expenses, including reasonable attorney's fees, howsoever arising or incurred, alleging damage to property or injury to, or death of, any person arising out of or attributable to the bidder's performance of the contract awarded, provided that the Contractor shall not be responsible for acts of negligence or willful misconduct committed by Praxis Associates, Inc. its employees, agents and officers. b. Any property or work to be provided by the Contractor under this contract will remain at the Contractor's risk until written acceptance by Praxis Associates, Inc.; and the bidder will replace, at Contractor's expense, all property or work damaged or destroyed by any cause whatsoever. L-16 NON-ASSIGNMENT OF CONTRACT The Contractor shall not assign the contract, or any portion thereof, except upon the written approval of by Praxis Associates, Inc.

25 M-1 Evaluation Criteria. Part M Evaluations Factors for Award a. Praxis intends to make award to the lowest responsive, responsible Offeror, whose proposal best meets, the terms and conditions of this RFP. Offers will be evaluated as follows: 50% of the total score will be based on price, with the lowest price receiving the highest score, 25% of the total score will be based on the proposed delivery schedule, with the most advantageous delivery schedule receiving the highest score, 15% of the total score will be based on Past Performance. Past Performance will be weighted with 15% of the score for 100% on-time delivery with all deliverables accepted, 10% of the score if there have been late deliveries, and all deliverables were accepted within the last 2 years, 0% of the score if there has been late deliveries and any of the deliverables were rejected in the last 2 years, and 10% of the score will be based on such factors as the Bidders experience in the type of work being performed and the quality of the product. b. Praxis will accept discounts such as.5% Net 30, and will evaluate these discounts in the price evaluation. Praxis will not accept nor evaluated discounts offered with less than 30 days but if offered, Praxis will make every effort to obtain the discount.