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EXHIBIT A
<br />Purchase Order # OOOXXXXX-XX
<br />BY ACCEPTING THIS ORDER
<br />SELLER AGREES TO THE FOLLOWING TERMS AND CONDITIONS
<br />1 ACCEPTANCE OF PURCHASE ORDER. A Purchase Order is given for immediate acceptance by the Seller. Unless
<br />promptly notified to the contrary, the County will assume the Seller accepts the order as written and will make delivery
<br />as specified on the document.
<br />2 ENTIRE AGREEMENT. All specifications, drawings, and data submitted to the Seller with this order or the solicitation for
<br />this order are hereby incorporated herein and made a pa=t hereof. This contract contains the entire agreement of the
<br />parties. No change in quantities, prices, specifications, terms, or shipping instructions will be allowed except on written
<br />authority of the Indian River County Purchasing Department. Any additional or different terms and conditions proposed
<br />by Seller are objected to and hereby rejected unless specifically agreed to by the County.
<br />3 INDEMNIFICATION. The Seller hereby agrees to indemnity, save, and hold harmless the County from all claims,
<br />demands, liabilities and suits of any nature whatsoever arising out of, because of or due to the breach of the Agreement
<br />by the Seller, its agents or employees, or due to the extent of any negligent, reckless or intentionally wrongful act or
<br />occurrence of omission or commission of the Seller, its agents or employees. It is specifically understood and agreed
<br />that this indemnification agreement does not cover or indemnify the County for its own negligence or breach of contract.
<br />The County's liability is restricted to the limits set forth in section 767.28, Florida Statutes.
<br />4 MODIFICATION. The County may, by written Order, make changes in the specifications if such changes are within the
<br />general scope of the Contract. If such changes cause an increase or decrease in the Seller's cost or in the time required
<br />for performance of the Contract (a) the seller shall promply notify the County and assert its claim for adjustment within
<br />fifteen (15) calendar days and (b) an equitable adjustment shall be made by the County and the Contract modified
<br />accordingly. Nothing in this clause shall excuse the Seller from performing. Seller does not assume responsibility for
<br />differing, changed, latent, or concealed conditions, or the fault of others, and not caused by Seller's own fault or
<br />negligence.
<br />5 DEFAULT. Time is of the essence of this contract and if delivery of acceptable items or rendering of services is not
<br />completed by the time promised, the County reserves the right without liability in addition to its other rights and remedies,
<br />to terminate this contract by notice effective when received by Seller, as to stated items not yet shipped or services not
<br />yet rendered, and to purchase substitute items or services elsewhere and charge the Seller with any and all losses
<br />incurred.
<br />6 TRANSPORTATION CHARGES. Transportation expenses for all shipments shall be prepaid to destination.
<br />Shipments sent C.O.D. or freight collect without the County's written consent will not be accepted and will at Seller's
<br />risk and expense be returned to Seller. No charges will be allowed by the County for transportation, packing, cartage,
<br />or containers unless otherwise authorized in the Purchase Order.
<br />7 UNAVOIDABLE DELAY. If the Seller is delayed in the delivery of goods purchased under the Purchase Order by a
<br />cause beyond its control, Seller must immediately upon receiving knowledge of such delay give written notice to the
<br />County and request an extension of time. The County shall examine the request and determine if the Seller is entitled to
<br />an extension.
<br />8 QUANTITY. Quantities furnished in excess of those specified in the Purchase Order will not be accepted and will be
<br />held at Seller's risk and expense.
<br />9 INSPECTION. Materials or equipment purchased are subject to inspection and approval at the County's destination.
<br />The County reserves the right to reject and refuse acceptance of items which are not in accordance with the instructions,
<br />specifications, drawings, or data of Seller's warrarty (express or implied). Rejected materials or equipment shall be
<br />removed by, or at the expense of the Seller promptly after rejection.
<br />10 WARRANTY. Seller will guarantee its workmanship and materials of its Work covered in this revised proposal for a
<br />period of one (1) year after completion of its Work. The Seller warrants that all goods and services furnished hereunder
<br />will conform in all respects to the terms of this order, including any drawings, specifications, or standards incorporated
<br />herein, and that they will be free from latent and patent defects in materials, workmanship, and title, and will be free from
<br />such defects in design in addition. Seller warrants that said goods and services are suitable for, and will perform in
<br />accordance with, the purpose for which they are purchased, fabricated, manufactured and designed or for other
<br />purposes as are expressly specified in this order. The Conty may return any nonconforming or defective items to the
<br />Seller or require corrections or replacement of the item at 7he time the defect is discovered, all at the Seller's risk and
<br />expense. Acceptance shall not relieve the Seller of its responsibility. Seller's warranty is limited to defects in Seller's
<br />workmanship and materials, excluding inspections, cleanings and disinfection services.
<br />11 REGULATORY COMPLIANCE. Seller represents and warrants that the goods or services furnished hereunder
<br />(including all labels, packages and container for said goods) comply with all applicable standards, rules, and regulations
<br />in effect under the requirements of all Federal, State, and local laws, rules, and regulations as applicable, including the
<br />Occupational Safety and Health Act as amended with respect to design, construction, manufacture or use for their
<br />intended purpose of said goods or services. Seller shall furnish "Material Safety Data Sheets" in compliance with Florida
<br />Right To Know Law, Florida Statues. Chapter 442.
<br />12 ROYALTIES AND PATENTS. Seller shall pay all royalties and license fees. Seller shall defend all suits or claims
<br />for infringement of said patent, copyright or trademark rights and shall save the County harmless from loss on
<br />account thereof.
<br />13 INSURANCE. The Seller shall maintain insurance as specified in Administrative Policy Manual Section 1000.6 or as
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