THE MORTENSON STANDARD PURCHASE ORDER SUPPLIER TERMS AND CONDITIONS (THE "TERMS AND CONDITIONS")

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1 THE MORTENSON STANDARD PURCHASE ORDER SUPPLIER TERMS AND CONDITIONS (THE "TERMS AND CONDITIONS") 1. GOODS. The goods, supplies or materials referenced in the Standard Purchase Order are collectively referred to as the "Goods". 2. PRICE / PAYMENTS - Invoices for the Goods referenced in the Standard Purchase Order shall be sent to the address listed on the front of the Standard Purchase Order or electronically to The entity to whom the Standard Purchase order is issued is hereinafter referred to as the "Supplier". Supplier s invoices must be accompanied by all documentation necessary to support the amount requested, as reasonably determined by M. A. Mortenson Company ("Mortenson"). Invoices not including the following information will be rejected and not paid by Mortenson: (i) Standard Purchase Order Number; (ii) Project Name; (iii) Delivery Address; (iv) Item Description; (v) the Price per Unit of Measure; (vi) Extended Price; (vii) Allowable Quantities for the Goods; (viii) Unit of Measure; (ix) Any additional charges such as shipping, delivery, duties, customs, tariffs, imposts and government-imposed surcharges; and (x) Amount of Payment Requested. Supplier will, at Mortenson's request, break-out from the price all individual charges, in its invoices. Payment will be in U.S. Dollars. Mortenson may, at any time, set-off any amounts Mortenson asserts Supplier owes Mortenson against any amounts Mortenson owes to Supplier or any of its affiliated companies. Payments shall not be acceptance of improper, faulty, defective or non-conforming Goods, shall not release Supplier of any of its obligations under the Standard Purchase Order or these Terms and Conditions and shall not constitute a waiver of any rights or provisions hereof by Mortenson. 3. TERMINATION - Mortenson reserves the right to terminate the Standard Purchase Order, in whole or in part, at any time by written notice to Supplier which may be delivered by , U.S. Mail or fax. Upon receipt of such notice, Supplier will immediately stop work related to the Goods (and cause its contractors and suppliers to stop such work) and all shall preserve and protect any manufactured Goods, and conclude performance in accordance with Mortenson's reasonable instructions. Upon termination, Supplier will be entitled to equitable compensation for Goods delivered or manufactured, up to the date of such termination notice. Supplier agrees that it will not be entitled to any damages for lost profits or lost opportunity related to the portion of the Standard Purchase Order terminated by Mortenson. These Terms and Conditions shall survive such termination. 4. CHANGES - Mortenson reserves the right at any time to make changes in requirements, specifications, materials, packaging, time and place of delivery, or delivery method related to the Goods. If such a change causes an increase or decrease in the cost or time required for performance of the requirements of the Standard Purchase Order, an equitable negotiated adjustment may be made to the price, quantity or delivery terms as agreed upon by the Supplier and Mortenson. The Standard Purchase Order will be revised in writing accordingly and executed by both parties. 5. DELIVERY TIME IS OF THE ESSENCE - Supplier agrees to make deliveries as specified and instructed on the face of the Standard Purchase Order and agrees that time is of the essence. All Goods will be shipped to meet the required Delivery Date as detailed in the Standard Purchase Order and via FOB: Destination (Seller owns Goods in transit. Title passes to Mortenson at Mortenson's delivery location). Supplier will give Mortenson advance delivery notification via or phone within 24 hours prior to delivery of all deliveries requiring special handling (such as the use of a forklift). If, in order to comply with Mortenson's required Delivery Date, it becomes necessary for the Supplier to ship by a more expensive means than specified on the Standard Purchase Order, any resulting increased transportation costs will be paid for by Supplier unless caused by Mortenson. Supplier will notify Mortenson promptly of any delays or threatened delays in delivery. Supplier retains all risk of loss with respect to the Goods until they are properly delivered to and accepted by 1

2 Mortenson. If the Supplier fails to deliver the Goods by the time set forth in the Standard Purchase Order, Mortenson reserves the right to cancel, in whole or in part, the Standard Purchase Order without any liability to the Supplier and Supplier waives any right to seek cancellation charges, penalties, return shipping charges, storage expenses or any other charges related to the late delivery of the Goods. Supplier shall be liable to and reimburse Mortenson for damages resulting from such delay of delivery of the Goods. Supplier shall send no deliveries COD or by Shipper s Order. 6. IDENTIFICATION OF SHIPMENTS - Supplier will provide to Mortenson all shipping papers, including, without limitation, the original bill of lading and packing slip. Such documents shall not amend in any manner the terms of the Standard Purchase Order or these Terms and Conditions. Mortenson may reject, and withhold payment for, any Goods delivered if the packaging of such Goods is not clearly identified on its outer covering listing the Supplier, Standard Purchase Order Number, and the individual Requestor listed on the Standard Purchase Order. 7. INSPECTION - By acceptance of the Standard Purchase Order, Supplier will be deemed to have inspected and approved all specifications applicable to the Goods ordered as detailed on the Standard Purchase Order. All Goods are subject to inspection and testing by Mortenson. If any Goods are defective or do not meet the specifications set forth in the Standard Purchase Order, Mortenson may withhold all amounts owed to Supplier, accept the Goods, at Mortenson's sole discretion, at a price reduction, or reject the Goods and return at Supplier's cost. Supplier agrees to pay the costs and to assume all risk and liability associated with rejected Goods, including but not limited to, costs of storage, transportation charges for return, and delivery of replacements. 8. WARRANTY - Supplier provides a 12 month warranty on the quality and suitability of the Goods unless a longer period is referenced in the applicable Purchase Order from Mortenson. In addition, Supplier warrants that all Goods furnished are new, conform to the terms of the Standard Purchase Order and any specifications provided by Mortenson, are free from defects in materials and workmanship, are free from liens and encumbrances, are suited for their intended use and are merchantable. The establishment of the one year period herein relates only to Supplier's obligation to replace Goods and does not limit any rights or remedies provided to Mortenson by law related to the quality or suitability of the Goods. Supplier warrants that its performance under the Standard Purchase Order will not violate or infringe upon the rights of any third party, including, but not limited to, rights related to property, contract, employment, trademark, trade secret, copyright, patent, proprietary information and non-disclosure obligations. Mortenson retains all rights and remedies available at law and in equity. Such remedies are cumulative and may be exercised concurrently or separately by Mortenson. The exercise of one remedy will not be an election to exclusion of other remedies. 9. CONSEQUENTIAL DAMAGES - In no event will Mortenson be held liable to Supplier for any incidental, indirect, special, consequential damages or loss of profits arising out of, or in connection with, the Standard Purchase Order, whether or not Mortenson was advised of the possibility of such damages. 10. LAWS AND DISPUTE RESOLUTION - In furnishing Goods, Supplier represents, warrants, and agrees that it shall comply with the provisions of all applicable federal, state, and local laws, regulations, and orders. The Standard Purchase Order and Terms and Conditions shall be governed by, and construed and enforced in accordance with the laws of the State of Minnesota, without regard to its conflicts of law principles. Any disputes between Supplier and Mortenson shall, at Mortenson's sole discretion, be resolved by arbitration in accordance with the then current Construction Industry Arbitration Rules of the American Arbitration Association. The arbitration hearing shall be conducted in Minneapolis, Minnesota. The arbitrator shall allow only limited discovery and the award rendered by the arbitrator shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereon. Supplier and Mortenson consent and submit to the 2

3 jurisdiction of the state and federal courts located in the State of Minnesota for purposes of action, suit or proceeding to enforce the arbitration provision or any judgment therefrom. 11. ASSIGNMENT - Supplier may not assign this Standard Purchase Order, in whole or in part, or delegate any of its obligations under this Standard Purchase Order to any other party or entity without the prior written consent of Mortenson. Any assignment or attempted assignment made without such approval shall be void as to Mortenson and the Standard Purchase Order and Terms and Conditions still enforceable against Supplier. 12. COMPLIANCE - Supplier warrants that the items delivered in accordance with by the Standard Purchase Order have been produced in compliance with the current requirements of local, state and federal law. Supplier agrees to execute any equal opportunity documents or other federal documents required of suppliers of federal or state funded projects. Mortenson shall provide such forms with the Standard Purchase Order. 13. INSURANCE - Prior to execution of this agreement, Supplier shall procure, maintain and pay for such insurance as will protect against claims for bodily injury or death, or for damage to property, including loss of use, which may arise out of Supplier s operations or by anyone employed by any of them, or by anyone for whose acts any of them may be liable. Such insurance shall not be less than the greater of coverages and limits of liability specified in the Agreement or coverages and limits required by law Supplier shall procure and maintain the following minimum insurance coverages and limits of liability: Workers' Compensation Employer's Liability Commercial General Liability Automobile Liability Statutory Limits $1,000,000 each accident $1,000,000 disease policy limit $1,000,000 disease each employee $2,000,000 each occurrence $2,000,000 general aggregate $2,000,000 products/completed operations aggregate $2,000,000 each accident a. Commercial General Liability insurance required under this Paragraph shall be written on an occurrence form (ISO Form CG or CG or equivalent) and shall include coverage for Products/Completed Operations extending until final acceptance of the Project by Owner.. Commercial General Liability insurance shall include stop gap coverage for work in those states where Workers Compensation insurance is provided through a state fund if Employer s Liability coverage is not available. b. Automobile Liability insurance required under this Paragraph shall include coverage for all owned, hired and non-owned automobiles. c. Workers Compensation coverage shall include a waiver of subrogation in favor of Mortenson and Owner, where allowed by law Employer's Liability, Commercial General Liability and Automobile Liability insurance may be arranged under single policies for full minimum limits required, or by a combination of underlying policies with the balance provided by an Excess or Umbrella Liability policy Supplier shall endorse its Commercial General Liability (utilizing ISO endorsements CG 20 3

4 and CG or equivalent), Automobile Liability and Umbrella/Excess Liability policies to add Mortenson and Owner as additional insureds with respect to liability arising out of (a) operations performed for Mortenson by or for Supplier, (b) Supplier s product/completed work, (c) acts or omissions of Mortenson in connection with their general supervision of operations by or for Supplier, (d) Supplier s use of Mortenson's tools and equipment, and (e) claims for bodily injury or death brought against the additional insured by Supplier's employees, or the employees of its Suppliers of any tier, however caused, related to the performance of operations under the Contract Documents. Such insurance afforded to Mortenson as additional insured under Supplier's policies shall be primary insurance and not excess over, or contributing with, any insurance purchased or maintained by Mortenson If Supplier delivers hazardous materials to or handles hazardous materials while at the Project, Supplier shall procure, maintain and pay for Pollution Liability insurance. Such insurance shall have limits of not less than $2,000,000 per claim and $2,000,000 annual aggregate. The definition of Property Damage shall include clean-up costs. If such insurance is written on a claims-made basis, the policy retroactive date shall be prior to the effective date of this Agreement. Renewal policies during this period shall maintain the same retroactive date Supplier shall maintain in effect all insurance coverage's required under this Article at Supplier's sole expense and with insurance carriers licensed to do business in the state in which the Project is located and having a current A.M. Best rating of no less than A minus (A-), unless a different A.M. Best rating is accepted by Mortenson in writing Certificates of Insurance shall be filed with Mortenson prior to commencing any work hereunder. Renewal certificates shall be provided to Mortenson prior to the expiration date of any of the required policies. To the fullest extent permitted by law, all insurance policies shall contain a provision that coverage and limits afforded thereunder shall not be canceled or non-renewed without thirty (30) days prior written notice to Mortenson or ten (10) days prior written notice for non-payment of premium. Mortenson shall not be obligated to review certificates or other evidence of insurance, or to advise Supplier of any deficiencies in such documents, and receipt thereof shall not relieve Supplier from, nor be deemed a waiver of Mortenson's right to enforce, the terms of Supplier s obligations hereunder. Mortenson shall have the right to examine any policy required under the Agreement 13.7 Mortenson and Supplier agree to waive all rights of recovery against each other and Owner for loss or damage to Mortenson s or Supplier s personal property including automobiles, other vehicles, equipment, tools and all other personal property that was not intended to become a permanent part of the Work, whether or not such loss or damage is insured. If such property is insured, the policies will be endorsed to include a waiver of subrogation against the parties referenced above. 14. INDEMNIFICATION - To the fullest extent permitted by law, Supplier shall indemnify, hold harmless and defend Mortenson and the owner of the project where the Goods are used and their affiliates and their respective officers, directors, employees, representatives and agents (and the owner of the project at which any Goods are used or employed) (collectively the "indemnified parties") from and against any and all suits or claims alleging damages, losses and expenses, including attorneys fees, attributable to injuries to persons or damage to property (including loss of use), arising out of or resulting from the Goods, including all suits and claims for which any or all of the indemnified parties may be or may be claimed to be liable, but only to the extent that such suits and claims also arise out of Supplier's negligence, fault or other wrongful conduct. Supplier understands and agrees that this paragraph obligates Supplier to defend the indemnified parties from all suits and claims that allege negligence or other wrongful conduct on the part of the indemnified parties, and to pay all costs of defense of the indemnified parties, including attorneys' fees and ancillary costs and expenses incurred by the indemnified parties. Supplier understands and agrees that this paragraph also 4

5 obligates Supplier to pay any and all attorneys' fees and expenses incurred by any of the indemnified parties in connection with enforcing the obligations of this paragraph. 15. TOOLS AND EQUIPMENT - Supplier shall provide all tools and equipment necessary to execute the Standard Purchase Order. Mortenson's tools and equipment shall be available to Supplier only at Mortenson's discretion and on terms satisfactory to Mortenson. Supplier agrees to assume sole responsibility for all claims for loss or damage to all property, including its property, and Mortenson's property, arising out of Supplier's use of Mortenson's tooling and equipment, including without limitation hoisting of material. Mortenson's tools and equipment shall remain the sole property of Mortenson while in Supplier's custody. Supplier assumes all risk and expenses to keep tooling and equipment in good condition. All tools and equipment shall be fully covered by Supplier with all the necessary insurance for the protection of Mortenson. 16. CONFIDENTIALITY/PROPRIETARY RIGHTS - Supplier will not release any advertising or any other form of publicity mentioning Mortenson or its employees or the project owner where the Goods are delivered unless Mortenson approves such advertising or other form of publicity in writing. Supplier acknowledges that it may have access to confidential and proprietary information and trade secrets such as, but not limited to, designs, drawings, specifications, and data of Mortenson and agrees not to disclose any information to any person or entity except as necessary in connection to its performance of the Standard Purchase Order (and in such instance shall require that such person comply with the obligations of this paragraph), and Supplier shall not use such information for any purpose other than to perform the execution of the Standard Purchase Order. If Supplier has executed a separate Confidentiality Agreement with Mortenson, Supplier agrees that its use and disclosure of Mortenson s confidential and proprietary information and trade secrets shall be governed by the terms and conditions of such Confidentiality Agreement. All information, equipment, materials and data of every kind and description that Supplier receives, directly or indirectly, from Mortenson or from a third party on behalf of Mortenson is and shall remain the property of Mortenson. 17. OWNERSHIP OF DELIVERABLE WORK - Any deliverables or other creative work provided by Supplier under this Standard Purchase Order or referenced herein, including but not limited to, all written, graphic, audio, visual or other written or electronic materials is provided to Mortenson as "work made for hire" in accordance with applicable laws. Unless otherwise specified in this Standard Purchase Order, Mortenson will be the sole owner of all such items from the time of its creation or invention. Mortenson will own all right, title and interest in such items including any intellectual property rights. Supplier retains any rights it may have to pre-existing materials or work used in the creation of the Goods. 18. PATENTS - Supplier warrants that Goods specified herein will not infringe on any existing patents, copyrights or trademark rights, and agrees to indemnify, hold harmless, and pay Mortenson all judgments, decrees, costs, and expenses, including attorneys' fees, resulting from any such infringements. If any Goods furnished under this Standard Purchase Order are held to so infringe, Supplier shall, at its expense: (i) procure for Mortenson the right to continue using the item; (ii) replace the items with substantially equivalent non-infringing product; or (iii) modify such items to become non-infringing with substantially similar performance. 19. INSPECTION - Supplier shall permit Mortenson the right to monitor, verify, and inspect that all Goods conform to the specifications set forth on this Standard Purchase Order. Such inspection of any part of the Goods shall in no way relieve Supplier of its obligations. 20. INDEPENDENT CONTRACTOR - Supplier is an independent contractor of Mortenson and not an employee, joint venture partner or other legal representative of Mortenson. Mortenson will not provide Supplier or its employees, directors, suppliers or agents with worker s compensation 5

6 benefits, unemployment or disability insurance, liability insurance or any other benefits or insurance that may be available to Mortenson's employees. Supplier will not represent that it is an agent or legal representative of Mortenson or incur any liabilities or obligations on behalf of Mortenson. 21. MISCELLANEOUS - A. Supplier will defend, indemnify and hold Mortenson harmless for all damages and costs of any kind, without limitation, incurred by Mortenson and caused by Supplier s failure to pay a supplier, employee or subcontractor. B. While on Mortenson s premises or project sites, Supplier and its employees, agents and representatives shall comply with all safety and security regulations of Mortenson and take all necessary precautions to prevent injury or damage to persons or property. C. Supplier shall comply with all applicable laws, rules and regulations, including without limitation, those concerning employment discrimination and safety, in its performance of the Standard Purchase Order and these Terms and Conditions. D. If Mortenson requires the Goods ordered pursuant to this Standard Purchase Order in order to perform under a contract or subcontract with the federal government, Supplier will be subject to certain federal acquisition regulations, and Mortenson will provide Supplier with notice thereof. In that event, Supplier agrees to comply with, and to perform this Standard Purchase Order in accordance with, such regulations. E. Supplier will be responsible for all costs and expenses in connection with any product recalls. F. Supplier will furnish Mortenson with all Material Safety Data Sheets for qualifying material upon the delivery of such material to Mortenson. 6

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