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<br />Project: City of Lake Elmo (Sourcewell)
<br />Quotation: City of Lake Elmo (Sourcewell) Q-344881
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<br />Quotation: City of Lake Elmo (Sourcewell) Q-344881
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<br />Page 8 of 9
<br />arising in connection with this Agreement or any related matter, and hereby waive any right to claim such forum would be
<br />inappropriate, including concepts of forum non conveniens.
<br />21. INSURANCE. Upon Customer’s request, Cummins will provide to Customer a Certificate of Insurance evidencing Cummins’
<br />relevant insurance coverage.
<br />22. ASSIGNMENT. This Agreement shall be binding on the parties and their successors and assigns. Customer shall not assign this
<br />Agreement without the prior written consent of Cummins.
<br />23. INTELLECTUAL PROPERTY. Any intellectual property rights created by either party, whether independently or jointly, in the
<br />course of the performance of this Agreement or otherwise related to Cummins pre-existing intellectual property or subject matter
<br />related thereto, shall be Cummins’ property. Customer agrees to assign, and does hereby assign, all right, title, and interest to such
<br />intellectual property to Cummins. Any Cummins pre-existing intellectual property shall remain Cummins’ property. Nothing in this
<br />Agreement shall be deemed to have given Customer a license or any other rights to use any of the intellectual property rights of
<br />Cummins.
<br />24. PRICING. To the extent allowed by law, actual prices invoiced to Customer may vary from the price quoted at the time of order
<br />placement, as the same will be adjusted for prices prevailing on the date of shipment due to economic and market conditions at the
<br />time of shipment. Subject to local laws, Cummins reserves the right to adjust pricing on goods and services due to input and labor cost
<br />changes and/or other unforeseen circumstances beyond Cummins’ control.
<br />25. MISCELLANEOUS. Cummins shall be an independent contractor under this Agreement. All notices under this Agreement shall be
<br />in writing and be delivered personally, mailed via first class certified or registered mail, or sent by a nationally recognized express
<br />courier service to the addresses set forth in this Agreement. No amendment of this Agreement shall be valid unless it is writing and
<br />signed by an authorized representative of the parties hereto. Failure of either party to require performance by the other party of any
<br />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
<br />breach of any of the provisions hereof constitute a waiver of any succeeding breach. Any provision of this Agreement that is invalid or
<br />unenforceable shall not affect the validity or enforceability of the remaining terms hereof. These terms are exclusive and constitute the
<br />entire agreement. Customer acknowledges that the provisions were freely negotiated and bargained for, and Customer has agreed to
<br />purchase of the Equipment pursuant to these Terms and Conditions. Acceptance of this Agreement is expressly conditioned on
<br />Customer's assent to all such Terms and Conditions. Neither party has relied on any statement, representation, agreement,
<br />understanding, or promise made by the other except as expressly set out in this Agreement. In the event Cummins incurs additional
<br />charges hereunder due to the acts or omissions of Customer, the additional charges will be passed on to the Customer, as applicable.
<br />Headings or other subdivisions of this Agreement are inserted for convenience of reference and shall not limit or affect the legal
<br />construction of any provision hereof. The Parties’ rights, remedies, and obligations under this Agreement which by their nature are
<br />intended to continue beyond the termination or cancellation of this Agreement, including but not limited to the Section 16. Limitation
<br />of Liability provision contained herein, shall survive the expiration, termination, or cancellation of this Agreement.
<br />26. COMPLIANCE. Customer shall comply with all laws applicable to its activities under this Agreement, including, without
<br />limitation, any and all applicable federal, state, and local anti-bribery, environmental, health, and safety laws and regulations then in
<br />effect. Customer acknowledges that the Equipment, and any related technology that are sold or otherwise provided hereunder may be
<br />subject to export and other trade controls restricting the sale, export, re-export and/or transfer, directly or indirectly, of such
<br />Equipment or technology to certain countries or parties, including, but not limited to, licensing requirements under applicable laws
<br />and regulations of the United States, the United Kingdom and other jurisdictions. It is the intention of Cummins to comply with these
<br />laws, rules, and regulations. Any other provision of this Agreement to the contrary notwithstanding, Customer shall comply with all
<br />such applicable all laws relating to the cross-border movement of goods or technology, and all related orders in effect from time to
<br />time, and equivalent measures. Customer shall act as the importer of record with respect to the Equipment and shall not resell, export,
<br />re-export, distribute, transfer, or dispose of the Equipment or related technology, directly or indirectly, without first obtaining all
<br />necessary written permits, consents, and authorizations and completing such formalities as may be required under such laws, rules,
<br />and regulations. In addition, Cummins has in place policies not to distribute its products for use in certain countries based on
<br />applicable laws and regulations including but not limited to UN, U.S., UK, and European Union regulations. Customer undertakes to
<br />perform its obligations under this Agreement with due regard to these policies. Strict compliance with this provision and all laws of the
<br />territory pertaining to the importation, distribution, sales, promotion and marketing of the Equipment is a material consideration for
<br />Cummins entering into this Agreement with Customer and continuing this Agreement for its term. Customer represents and warrants
<br />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
<br />government official or representative, a political party official, a candidate for political office, an officer or employee of a public
<br />international organization or any other person, individual or entity at the suggestion, request or direction or for the benefit of any of
<br />the above-described persons and entities for the purposes of inducing such person to use his influence to assist Cummins in obtaining
<br />or retaining business or to benefit Cummins or any other person in any way, and will not otherwise breach any applicable laws relating
<br />to anti-bribery. Any failure by Customer to comply with these provisions will constitute a default giving Cummins the right to
<br />immediate termination of this Agreement and/or the right to elect not to recognize the warranties associated with the Equipment.
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