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Sales and
<br />Service
<br />Project: City of Everett Public Works, 1000kW
<br />Quotation: 0-154012-20230131-0959
<br />MISCELLANEOUS
<br />Cummins shall be an independent contractor under this Agreement.All notices under This Agreement shall be in writing and be delivered personally, mailed via first class certified or registered mail, or sent
<br />by a nationally recognized express courier service to the addresses set forth in this Agreement. No amendment of this Agreement shall be valid unless it is writing and signed by the parties hereto. Failure
<br />of either party to require performance by the other party of any provision hereof shall In no way affect the right to require such performance at any time thereafter, nor shall the waiver by a party of a breach
<br />of any of the provisions hereof constitute a waiver of any succeeding breach.Any provision of this Agreement that is Invalid or unenforceable shall not affect the validity or enforceability of the remaining
<br />terms hereof.These terms are exclusive and constitute entire agreement. Customer acknowledges that the provisions were freely negotiated and bargained for and Customer has agreed to purchase of the
<br />Equipment pursuant to these terms and conditions. Acceptance of This Agreement is expressly conditioned on Customer's assent to all such terms and conditions. Neither party has relied on any statement,
<br />representation, agreement, understanding, or promise made by the other except as expressly set out in this Agreement. In the event of a conflict in the terms of this Agreement with any Customer terms or
<br />conditions or agreement (whether referenced in an order submitted by Customer as the terms that govern the purchase of the Equipment or otherwise) or any terms set forth In any other documentation of
<br />Customer with respect to the Equipment, the terms of this Agreement shall govern.Cummins may incur additional charges which will be passed on to the Customer, as applicable.
<br />COMPLIANCE
<br />Customer shall comply with all laws applicable to its activities under this Agreement, including, without limitation, any and all applicable federal, state, and local anti -bribery, environmental, health, and safety
<br />laws and regulations then in effect. Customer acknowledges that the Equipment, and any related technology that are sold or otherwise provided hereunder may be subject to export and other trade controls
<br />restricting the sale, export, re-export and/or transfer, directly or indirectly, of such Equipment or technology to certain countries or parties, including, but not limited to, licensing requirements under applicable
<br />laws and regulations of the United Slates, the United Kingdom and other jurisdictions. It is the Intention of Cummins to comply with these laws, rules, and regulations. Any other provision of this Agreement
<br />to the contrary notwithstanding, Customer shall comply with all such applicable all laws relating to the cross -border movement of goods or technology, and all related orders in effect from time to lime, and
<br />equivalent measures. Customer shall act as the importer of record with respect to the Equipment and shall not resell, export, re-export, distribute, transfer, or dispose of the Equipment or related technology,
<br />directly or indirectly, without first obtaining all necessary written permits, consents, and authorizations and completing such formalities as may be required under such laws, rules, and regulations. In addition,
<br />Cummins has in place policies not to distribute its products for use in certain countries based on applicable laws and regulations including but not limited to UN, U.S., UK, and European Union regulations.
<br />Customer undertakes to perform its obligations under this Agreement with due regard to these policies. Strict compliance with this provision and all laws of the territory pertaining to the importation,
<br />distribution, sales, promotion and marketing of the Equipment is a material consideration for Cummins entering into this Agreement with Customer and continuing this Agreement for its term. Customer
<br />represents and warrants that it has not and shall not, directly or through any intermediary, pay, give, promise to give or offer to give anything of value to a government official or representative, a political
<br />party official, a candidate for political office, an officer or employee o(a public international organization or any other person, individual or entity at the suggestion, request or direction or for the benefit of
<br />any of the above -described persons and entities for the purposes of inducing such person to use his influence to assist Cummins in obtaining or retaining business or to benefit Cummins or any other person
<br />in any way, and will not otherwise breach any applicable laws relating to anti -bribery. Any failure by Customer to comply with these provisions will constitute a default giving Cummins the right to immediate
<br />termination of this Agreement and/or the right to elect not to recognize the warranties associated with the Equipment. Customer shall accept full responsibility for any and all civil or criminal liabilities and
<br />costs arising from any breaches of those laws and regulations and will defend, indemnify, and hold Cummins harmless from and against any and all fines, penalties, claim, damages, liabilities, judgments,
<br />costs, fees, and expenses Incurred by Cummins or Rs affiliates as a result of Customer's breach.
<br />To the extent applicable, this contractor and subcontractor shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a)
<br />and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected
<br />veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion,
<br />sex, sexual orientation, gender identity or national origin. Moreover, these regulations require that covered prime contr actors
<br />and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color,
<br />religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability. The employee notice
<br />requirements set forth in 29 CFR Part 471, Appendix A to Subpart A, are hereby incorporated by reference into this contract.
<br />o Check if this Agreement pertains to government work or facilities
<br />Quotation: 0-154012-20230131-0959
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