0. RUS FORM 395 EQUIPMENT CONTRACT
Presented by Patrick Hemen
RUS FORM 395
EQUIPMENT CONTRACT

1. EQUIPMENT CONTRACT RUS FORM 395
Streamlining the contractual process for equipment procurement
RUS Form 395 replaces RUS Forms 397, 398, 525, and 545
Combines CO and Special Equipment
Combines with and without installation
Closeout / certification /acceptance forms 395a, 395b, 395c, and 395d
Replace RUS Forms 396,396a,517,744,752a,and 754
Eliminates RUS construction standards Forms 397b, 397c, 397d, 397f, 397g, and 397h
Includes associated addenda
Software Licensing Agreement
Contract Rider

2. EQUIPMENT CONTRACT RUS FORM 395
Streamlining the contractual process for equipment procurement
Standardized terminology: Buyer and Seller
Eliminated references to the List of Approved Materials
Payment provisions for Partial Delivery and Buyer requested early delivery
Partial closeouts of multi-project contracts
Estimated taxes, and the responsible party has been added to the acceptance schedule.
Does not change policy or procedures:
Subcontract approval
Bonding requirements
Time or dollar limits for major/minor projects

3. CONTRACT STRUCTURE Seller’s Proposal Article I Article II
Schedule 1 – Similar to that in RUS Form 397
Article I
Definitions
Article II
Price
Contract Price -
Taxes – To be estimated in Schedule 2, Buyer’s Acceptance
Changes in Project – Similar to RUS 397

4. SELLER’S PROPOSAL – SCHEDULE 1

5. CONTRACT STRUCTURE Article III - Equipment
New Equipment – New only, of most recent issue and manufacturing
Materials and Supplies – Buy American
Relationship between Equipment List(s) and Specification – Warrants that the Proposal fully satisfies the Buyer’s Performance Requirements
Article IV – Delivery and Completion
Delivery and Completion Times – Location and delivery time as specified in Schedule 1, Seller’s responsibility for selection of carrier, costs of packaging, transportation, insurance, and handling
Delivery of Possession and Control to Buyer – Buyer and Seller may agree to early delivery
Termination of Seller’s Risks and Obligations – On delivery except for general warranty

6. CONTRACT STRUCTURE Article V - Installation
Applicability – Check box indication the inclusion , or not, of installation
Installation – If applicable must be in accordance with Performance Requirements
Protection to Persons and Property – Obligations and responsibilities of Seller for safety, orderliness, damage
Supervision – Seller responsible for supervision
Inspection and Tests – Buyer has right to witness tests and be provided written results. Buyer must determine compliance of results with requirements
Employees – Buyer can require removal of specified employees of the Seller
Licenses – Check box of State requirement for contractor’s license, and information
Insurance – Seller’s responsibility per 7 CFR 1788 Part C

7. INSTALLATION – ARTICLE V

8. CONTRACT STRUCTURE Article VI – Payments and Release of Liens
Partial Payment – Schedule of Buyer’s payment obligations for projects with and without installation
Payment of Balance – Final payment after final inspection and acceptance of Project must be made within 60 days of completion of certificate of closeout (RUS Form 395a or b)
Partial Closeout of Contracts with Multiple Projects – Check box of applicability, and Buyer’s responsibility to fully pay for completed projects
Release of Lien – Seller to deliver Certificate of Seller and Indemnity Agreement (RUS Form 395c) to Buyer, and Buyer must execute Certificate of Completion (RUS Form 395a or b)
Interest on Unpaid Amounts – Interest at monthly rate of Prime + 1.5% due on undisputed invoices unpaid by Buyer after 30 days from receipt.

9. PARTIAL CLOSEOUT OF MULTIPLE PROJECTS – ARTICLE 6

10. CONTRACT STRUCTURE Article VII – Particular Undertakings of the Seller
Possession and Control – Under responsibility of the Seller until the Buyer takes possession and control
General Warranty – Defines Warranty Period (fill-in) effective starting completion of the Project
Service and Support of Equipment – Seller waives confidentiality requirements if the Seller refuses to service the Equipment after the Seller ceases manufacture and sale of the Equipment
Compliance With Federal Statues and Regulations – Debarment and Suspension, EEO, and Lobbying
Patent, Copyright, Trademark, and Trade Secret Infringement – Same as RUS Form 397, 525, and 545

11. GENERAL WARRANTY – ARTICLE VII
Schedule 2

12. CONTRACT STRUCTURE Article VIII – Software License
Check box for applicability
Rights and obligations of the Buyer and the Seller
Article IX – Remedies
Completion on Seller’s Default
Damages for Untimely Completion – Check boxes for Liquidated or Consequential Damages
Cumulative Remedies

13. DAMAGES FOR UNTIMELY COMPLETION – ARTICLE IX

14. CONTRACT STRUCTURE Article X – Miscellaneous
Choice of State of governing law
Provision for subcontracting
No Third Party Beneficiary – Contract Rider

15. CONTRACT STRUCTURE Schedule 2 – Buyer’s Acceptance
Base Cost
Alternates (add/deduct)
Estimated Taxes (paid by Seller/Buyer)
Schedule 3 – Liquidated Damages
If Liquidated Damages was selected in Article X this is filled out with daily amounts per Project
Schedule 4 – Consequential Damages
If Consequential Damages was selected in Article X this is filled out
Schedule 5 – Performance Requirements
Listing of the specifications which are to be part of the contract

16. BUYER’S ACCEPTANCE – SCHEDULE 2

17. LIQUIDATED DAMAGES – SCHEDULE 3

18. CONSEQUENTIAL DAMAGES – SCHEDULE 4

19. PERFORMANCE REQUIREMENTS – SCHEDULE 5

20. CONTRACT STRUCTURE
Schedule 6 – Insert Suspension and Debarment Certification (Lower Tier)
Schedule 7 – Insert Lobbying Certification
Schedule 8 – Notice and Instructions to Sellers – Used for sealed bidding
Bidding instructions and schedule
Bond requirements

21. FREQUENTLY ASKED QUESTIONS
Where can I find copies of the new forms?
Addresses for the RUS Forms & Publications website the 395 forms are provided on the next slide
Can I still use the old contract forms?
RUS Form 395 has been officially released. We will accept the old forms for purchases which were already under negotiation/bidding at the time RUS Form 395 was released. It is expected that by the end of December 2016 only contracts using RUS Form 395 will be submitted for approval.

22. RUS FORM 395
Available at:

23. Aylene Mafnas Contact: Patrick Hemen General Field Representative
Rural Utilities Service
410 Dakota Ave S, # 1323
Huron, SD
Office:
Cell:
Aylene Mafnas
Chief, Engineering Branch
RUS Telecommunications Program
Policy and Outreach Division 
Office: