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12. REJECTION- All goods or materials purchased herein are subject to approval by the Purchaser. Any rejection of goods
<br />or material resulting because of nonconformity to the terms and specifications of this order, whether held by the
<br />Purchaser or returned, will be at Supplier's risk and expense.
<br />13. IDENTIFICATION- All invoices, packing lists, packages, shipping notices, instruction manuals, and other written
<br />documents affecting this order shall contain the applicable purchase order number.
<br />14. INFRINGEMENTS- Supplier agrees to protect and save harmless the Purchaser against all claims, suits or proceedings
<br />for patent, trademark, copyright or franchise infringement arising from the purchase, installation, or use of goods and
<br />materials ordered, and to assume all expenses and damages arising from such claims, suits or proceedings.
<br />15. WARRANTIES- Supplier warrants that articles supplied under this order conform to specifications herein and are fit for
<br />the purpose for which such goods are ordinarily employed, except that if a particular purpose is stated, the material
<br />must then be fit for that particular purpose.
<br />16. ASSIGNMENTS- The provisions or moneys due under this contract shall only be assignable with prior written consent
<br />of the Procurement Manager or appropriate Buyer.
<br />17. TAXES- Unless otherwise indicated the Purchaser agrees to pay all State of Washington sales or use tax. No charge
<br />by Supplier shall be made for federal excise taxes, and the Purchaser agrees to furnish Supplier, upon acceptance of
<br />articles supplied under this order with an exemption certificate.
<br />18. LIENS, CLAIMS AND ENCUMBRANCES- Supplier warrants and represents that all the goods and materials ordered
<br />herein are free and clear of all liens, claims, or encumbrances of any kind.
<br />19. RISK OF LOSS- Regardless of FOB point, Supplier agrees to bear all risks of loss, injury or destruction of goods and
<br />materials ordered herein which occur prior to delivery. Such loss, injury or destruction shall not release Supplier from
<br />any obligation hereunder.
<br />20. SAVE HARMLESS- Supplier shall protect, indemnify, and save the Purchaser harmless from and against any damage,
<br />cost or liability for any injuries to persons or property arising from acts or omissions of Supplier, his employees, agents
<br />or subcontractors howsoever caused.
<br />21. PRICES- If price is not stated on this order, it is agreed that the goods shall be billed at the price last quoted or paid,
<br />or prevailing market price whichever is lower.
<br />22. TERMINATION- In the event of a breach by Supplier of any of the provisions of this contract, the Purchaser reserves
<br />the right to cancel and terminate this contract forthwith upon giving oral or written notice to Supplier. Supplier shall be
<br />liable for damages suffered by the Purchaser resulting from Supplier's breach of contract.
<br />The City, at its sole discretion, may terminate this Contract for convenience at any time for any reason. Termination is
<br />effective immediately upon notice of termination given by the City. In the event this Contract is terminated prior to the
<br />full delivery of goods and/or services. Supplier will only be paid for the work or goods accepted, at the City's sole
<br />discretion, at the time of termination of the Contract.
<br />23. INDEPENDENT CONTRACTOR - Supplier, its subcontractors, agents and employees are independent Suppliers
<br />performing services for the City and are not employees of City. The Supplier, its subcontractors, agents and employees,
<br />shall not, as a result of this Contract, accrue leave, retirement, pension, insurance, bonding or any other benefits
<br />afforded to City employees. The Supplier, its subcontractors, agents and employees, shall not bind the City in any way
<br />except as may be specifically provided herein. The Supplier shall have the authority to control and direct the
<br />performance and details of the work described herein.
<br />24. INSURANCE - The Supplier must obtain and keep in force during the entire term of this Contract, liability insurance
<br />against any and all claims for damages to person or property which may arise out of the performance of this Contract
<br />whether such work must be by the Supplier, subcontractor or anyone directly or indirectly employed by either the
<br />Supplier or a subcontractor. The amount of coverage provided by such insurance must be not less than one million
<br />($1,000,000) combined single limit for bodily injury and property damage not less than five hundred thousand
<br />($500,000) combined single limit for automobile liability. The Supplier agrees to the following requirements relating to
<br />insurance coverage:
<br />a. LIABILITY INSURANCE - All liability insurance required herein must be under a comprehensive or
<br />commercial general liability and business, automobile policy or policies. The City must be named as a
<br />Certificate Holder and an additional insured with respect to all such policies. Copies of all such policies
<br />must be furnished to the City upon request.
<br />b. WORKER'S COMPENSATION - Supplier must take out and maintain during the life of the Contract,
<br />Worker's Compensation, including Washington State Stop Gap, insurance for all its employees engaged in
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