1. Acceptance: This purchase order becomes a binding contract between Buyer and Seller when accepted and acknowledged in writing by Seller or upon Sellers’ delivery of goods or performance of services hereunder. Acceptance of this purchase order is expressly limited to the terms and conditions set forth herein and on the reverse side hereof. Buyer shall have no obligation to pay for any goods or services until a correct invoice for the goods or services item is received at the “Bill To” address shown on the face of this purchase order. Payment terms commence upon receipt of a correct invoice. Invoicing for goods or services received must include reference to the purchase order number.
2. Complete Agreement: This purchase order, including the terms and conditions on the face and reverse side and any attachments hereto, contains the complete, exclusive, and final agreement between Buyer and Seller and supersedes all proposals or prior agreements, oral or written. Reference to Seller’s bid or proposal, if noted on this purchase order, shall not affect terms and conditions hereof, unless specifically provided to the contrary herein. If Seller provides Buyer any document or order form that contains terms contrary or inconsistent with those set forth herein, the provisions of this purchase order shall control and prevail. This purchase order may not be varied, modified, changed or supplemented in any way, unless the change is incorporated into a written change order signed by an authorized representative of Buyer. Execution of change by the Seller will evidence acceptance.
3. Inspection: Notwithstanding payment or prior inspection, all goods shall be subject to inspection and approval upon a reasonable time after delivery. If specifications are not met, the goods may be returned at Seller’s expense and risk for all damages incidental to the rejection.
4. Substitutions: No substitutions shall be allowed unless expressly permitted by Buyer.
5. Warranty: Seller warrants title to all goods sold and services supplied shall be good and marketable and that goods shall be delivered free from any security interests, liens, and encumbrances. Seller expressly warrants that all goods, services, and labor will in all respects conform to applicable specifications, drawings, samples, or other descriptions and be of good quality, material, workmanship and free of defects. Seller warrants that goods shall be merchantable and fit for the particular purpose to which Buyer intends to put them. These warranties shall be in addition to any express warranties made by Seller, any implied warranties made, any warranties deemed made pursuant to any federal or state law, and shall survive any inspection, delivery, and acceptance of payment. Time is of the essence to delivery and other performance required of Seller.
6. Warranty against Infringement: Seller warrants that the sale or use of goods of Seller’s design or patents covered by the purchase order either alone, or in combination with other materials, will not infringe or contribute to the infringement of any patents or trademarks or copyrights.
7. Packing: Each package shall contain an itemized packing slip with purchase order number and be properly prepared for shipment so as to meet carrier’s requirements unless otherwise specified in purchase order. No additional charges will be allowed Seller for packing, breaking, freight, express, cartage or insurance unless stated in the purchase order.
8. Compliance with Law: The performance of this purchase order by Seller shall be subject in all respects to and in compliance with all applicable federal, state and local laws, regulations and orders which now govern or may hereafter govern the manufacture, sale or delivery of the goods covered or services provided pursuant to this purchase order. Seller warrants that they have obtained or will obtain all licenses, permits and similar approvals required to manufacture, sell, deliver and, if applicable, install the goods and perform the services covered under the purchase order. Seller shall furnish a copy of such licenses, permits etc. to Buyer’s Compliance Department. Seller shall also comply with all safety rules and regulations prescribed by Buyer for any of Buyer’s premises at which goods will be delivered or services performed and certifies to Buyer that Seller’s facilities and procedures comply with all applicable occupational, safety and health, and right-to-know rules and regulations, and Seller’s employees are properly trained as required by applicable law. Seller is solely responsible for determining the extent of any hazard involved in delivering the goods or performing the services and for providing its employees and agents with a safe place to work and pertinent safety information and equipment.
9. Indemnity: Seller shall defend, protect, indemnify and hold harmless Buyer, the City of Chicago and its contractors, subcontractors, attorneys, consultants, and members of the City of Chicago Casino Evaluation and selection teams, and their parent, subsidiaries and affiliated entities, and their respective officers, directors, employees, agents, underwriters, insurers, lenders involved with the project, successors and assigns (collectively “Buyer Group”) from and against any and all claims, demands and causes of action of any kind, including damages arising from personal injury or death and damage to real or personal property, and costs and expenses including attorney fees and costs of investigation and suit, arising directly or indirectly from the performance of work or services under this agreement by Seller, its employees, agents, or third parties brought on to the premises by Seller (collectively “Seller Group”), any alleged or actual breach thereof by Seller Group, or from any act or omission of Seller Group. Unless otherwise prohibited by applicable law, Seller shall defend, protect, indemnify, and hold harmless the Buyer Group notwithstanding the simple, gross, sole, joint or concurrent negligence of the Buyer Group and regardless of whether liability is due to strict liability, liability imposed by statute, defects in premises or equipment, or any other event or condition, regardless of whether it preexisted this agreement. In no event whatsoever shall Buyer be liable to Seller for any incidental or consequential damages, lost profits or punitive damages. This section shall survive termination of this purchase order.
10. Insurance: No performance under this purchase order shall begin until all required insurance referred to herein has been obtained by the Seller, and evidence thereof provided to Buyer. Seller shall secure, pay for and maintain the following insurance policies in full force and effect during the term of the agreement:
(a) Property Insurance covering all property used on Buyer’s Premises. Buyer bears no responsibility for any property of Seller, and Seller and its property insurance carrier agree to waive their rights to subrogate against Buyer in event of loss.
(b) Workers’ Compensation insurance coverage at statutory limits and Employers’ Liability Insurance with limits , subject to a limit of no less than $1,000,000 each employee, $1,000,000 each accident and disease and $1,000,000 policy limit.
(c) Commercial General Liability Insurance with limits not less than $1,000,000 per occurrence Bodily Injury and Property Damage combined, $1,000,000 per occurrence Personal and Advertising Injury, $2,000,000 Aggregate Products and Completed Operations Liability, including coverage for premises-operations and contractual liability, and $2,000,000 General Aggregate limit per location.
(d) Business Automobile Liability Insurance for Bodily Injury and Property Damage with combined single limits each accident not less than $1,000,000 combined and covering all owned, non-owned and hired vehicles.
(e) Upon request, Umbrella Coverage, in excess of General Liability and Automobile Liability and Employer’s Liability, of $5,000,000 (or some higher minimum limit based upon the type of Service and at the sole discretion of Buyer).
The liability policies shall be written on an occurrence basis with no deductible. The liability policies shall be endorsed to name Buyer, and its respective successors and assigns as Additional Insured and waiving all rights of subrogation. The definition of “Additional Insured” shall include partners, officers, directors, employees, agents and representatives of the named entities including any managing agent. Further, coverage for the “Additional Insured” shall apply on a primary basis, regardless of any other insurance, whether collectible or not. All policies noted above shall be written with insurance companies licensed to do business in the state where the Buyer’s premises are located and rated no lower than A 10 in the most current edition of A.M. Best’s Property-Casualty Key Rating Guide. All policies shall be endorsed to provide that in the event of cancellation, nonrenewal or material modification, Buyer shall receive thirty (30) days’ written notice. Seller shall furnish Buyer with certificates of insurance evidencing compliance with all insurance provisions noted herein prior to any services being performed and shall provide Buyer with a certified copy of the above policies if so requested. All certificates or policy termination notices shall be delivered to: Craig L. Eaton, Esq., Executive Vice President and General Counsel, Twin River Management Group, Inc., 100 Twin River Road, Lincoln, RI 02865. All such insurance shall insure performance by Seller of the indemnity provisions of this purchase order but does not limit Seller’s obligation to indemnify.