STANDARD PURCHASE AGREEMENT Use for materials only. If there is on-site work use Standard Subcontract Agreement.

Transcription

1 STANDARD PURCHASE AGREEMENT Use for materials only. If there is on-site work use Standard Subcontract Agreement. P.O. # CONTRACTOR VENDOR SHIP TO Attention: Name: Knutson Construction Services Midwest, Inc Address: 2351 Scott Blvd. SE, Iowa City, Iowa Phone: Fax: Attention: Name: Address: Phone: Fax: Attention: Name: Address: Phone: Fax: Knutson Construction Services Midwest, Inc. I. SCOPE OF WORK A. CONTRACTOR has entered into a contract to perform certain labor and furnish certain material for construction of a Project known as (the "Prime Contract"). The Project's plans and specifications were prepared by (the "Architect"). The Prime Contract consists of the contract document, the plans (dated the drawings, the specifications, Alternates the general conditions, the supplementary conditions and addenda nos. CONTRACTOR has made available to the VENDOR all of the above documents, and applicable subcontracts, if any, and the VENDOR has examined the same. VENDOR agrees to provide the following materials for the terms and prices listed below. B. The initial Agreement Sum specifically includes, but is not limited to, the following: C. The initial Agreement Sum specifically excludes the following: SHOP DRAWINGS & SUBMITTALS BY (DATE): MATERIAL DELIVERY DATE: SHIP VIA F.O.B. PAYMENT TERMS ITEM QTY DESCRIPTION & SPECIFICATION REFERENCE PRICE TOTAL All materials identified above (the "Material") shall be furnished in strict accordance with the Prime Contract. SALES TAX

2 AGREEMENT SUM ACKNOWLEDGMENT CONTRACTOR Knutson Construction Services Midwest, Inc. VENDOR By: Date: By: Date: Federal Tax ID Federal Tax ID # Acknowledgement must be signed and returned before commencing work on this Agreement. THIS AGREEMENT IS SUBJECT TO THE TERMS AND CONDITIONS THAT ARE ATTACHED HERETO, MARKED AS EXHIBIT A, AS WELL AS EXHIBITS B AND C, ALL OF WHICH ARE INCORPORATED BY THIS REFERENCE.

3 EXHIBIT A PURCHASE AGREEMENT TERMS AND CONDITIONS 1. ACCEPTANCE. The shipment of goods ordered by CONTRACTOR, or any part of any such order, or the commencement of any other aspect of VENDOR S performance shall be deemed a full acceptance by VENDOR of the unaltered terms and conditions of this Agreement (including the modifications to this Agreement exclusively contained in the Exhibits incorporated by reference in this Agreement) and shall constitute execution of this Agreement, regardless of whether this Agreement or the Exhibits have been signed by either party and regardless of whether VENDOR has objected to any terms of this Agreement or its Exhibits. No waiver or modification of the terms of this Agreement shall be valid unless in writing and signed by the parties. 2. PAYMENT. VENDOR will pay for materials, skill, labor and equipment used in, or in connection with, the performance of this Agreement, when and as bills or claims become due. VENDOR will further defend and indemnify the Project, the Project's OWNER and CONTRACTOR from all claims, including without limitation bond claims and mechanics' liens on account thereof, and will furnish satisfactory evidence to CONTRACTOR when and if requested, that the VENDOR has complied with the above requirements. This provision shall not be construed as a waiver of the right of the VENDOR to file and enforce a lien claim as against the Project in the event of CONTRACTOR'S failure to pay the VENDOR Any and all funds paid by CONTRACTOR to VENDOR pursuant to this Agreement shall be received by VENDOR in trust for the benefit of all persons furnishing materials, skills, labor and equipment to or through VENDOR in connection with the performance of VENDOR'S obligations under this Agreement, and VENDOR shall use such funds to pay all such persons At the sole discretion of CONTRACTOR, CONTRACTOR reserves the right to make payments (directly or by joint check) to persons furnishing materials, skills, labor and equipment to or through VENDOR from funds due and owing to VENDOR If VENDOR fails to satisfy, remove, or discharge the lien or claim of a person furnishing materials, skills, labor and equipment to or through VENDOR at VENDOR S own expense within 10 working days after the date of filing thereof, CONTRACTOR shall have the right (but not the obligation), in addition to all other rights and remedies provided hereunder or by applicable law, to satisfy, remove, or discharge such lien or claim by whatever means CONTRACTOR chooses and to back charge VENDOR for all costs associated therewith, including without limitation attorneys' fees It shall be an absolute condition precedent to CONTRACTOR S obligation to make any payment to VENDOR that CONTRACTOR receive each of the following from VENDOR: 1. A current blanket certificate of insurance that names the CONTRACTOR (including all subsidiaries and affiliates), the OWNER and all other persons required in the contract documents to be added as additional insureds, and copies of all insurance policies (including copies of declaration pages and required endorsements) evidencing VENDOR S compliance with all insurance requirements of this Purchase Agreement. 2. VENDOR S most recent annual and interim financial statements (including balance sheets and income statements) and such other information reasonably required by CONTRACTOR that demonstrates to CONTRACTOR S satisfaction that VENDOR is capable of performing its financial obligation relating to this Purchase Agreement as they come due. The annual financial statement shall be prepared in accordance with generally accepted accounting principles and shall be provided in the form of the highest level of review performed for said financial statements (audited, reviewed, or compiled, in that order). 3. This Standard Purchase Agreement. Unmodified. and signed by VENDOR.

4 4. If required by CONTRACTOR, a completed Initial Certificate of Creditors (attached as Exhibit B) For each progress payment (and for final payment, except that lien waivers shall be full and final for final payment), VENDOR shall submit: 1. Unless otherwise directed or authorized, in writing, by CONTRACTOR, all Applications for Payment and all supporting documents for VENDOR and its sub-subcontractors and suppliers, shall be submitted to CONTRACTOR in electronic format. 2. A Mechanic's Lien Waiver for Lower-Tier Party for each creditor listed on the Schedule of Creditors and signed by the applicable creditor. Payment for subsequently submitted applications for payment will not be made until all Lower- Tier Party Lien Waivers are received. At CONTRACTOR'S option, VENDOR may not be required to submit Lower- Tier Lien Waivers for some or all of VENDOR'S creditors Each of the above requirements shall be a condition precedent to CONTRACTOR'S obligation to make payment to VENDOR on a given application for payment, and failure to comply with any of the above requirements will, at CONTRACTOR'S option, because to withhold payment until VENDOR has complied with each of these requirements CONTRACTOR'S receipt of payment from OWNER shall be an additional condition precedent to VENDOR'S right to receive any related payment from CONTRACTOR. VENDOR expressly agrees that it retains the risk of OWNER S insolvency or inability to pay for VENDOR'S performance of its obligations under this Agreement, and such risk is not transferred to CONTRACTOR under this Agreement CONTRACTOR and VENDOR expressly agree that it shall also be an absolute condition precedent to CONTRACTOR'S obligation to make any payment to VENDOR that VENDOR not be in default in any of its obligations to CONTRACTOR on any other project such that the unpaid balance to VENDOR on such other project is determined by CONTRACTOR to be insufficient to pay for the completion of VENDOR'S obligations on such other project (including without limitation correcting deficiencies and paying for damages). In addition, VENDOR agrees that if such shortfall exists on any other project, CONTRACTOR shall be permitted to set off any amounts necessary to cover such shortfall on such other project against any funds otherwise due or to become due VENDOR on this Project Moreover, it shall be a condition precedent to VENDOR'S right to receive final payment that VENDOR shall furnish, in a form acceptable to CONTRACTOR and OWNER, a general release of all claims and final lien waivers of VENDOR and all persons furnishing materials, skills, labor and equipment to or through VENDOR CONTRACTOR shall withhold 5% retention on VENDOR'S monthly progress payments, unless a different rate of retention is stated CONTRACTOR'S payments to VENDOR may be at periods longer than one month if OWNER S payments to CONTRACTOR are at periods longer than one month Acceptance of final payment by VENDOR shall constitute a waiver of all claims by VENDOR against CONTRACTOR, OWNER or the Architect. 3. QUANTITIES. This Agreement is issued to cover the purchases of the item or items described in this Agreement. CONTRACTOR will have no liability for payment for material or items delivered to CONTRACTOR which are in excess of quantities specified in this Agreement. 4. DELIVERY. Time is of the essence. VENDOR shall make deliveries in strict accordance with the date(s) listed here-on and shall comply with CONTRACTOR S schedule. VENDOR shall be liable for damages incurred by CONTRACTOR due to VENDOR'S delays or default in deliveries. VENDOR shall advise CONTRACTOR promptly of any anticipated delay in delivery. CONTRACTOR may, from time to time, change delivery schedules or direct temporary suspension of scheduled shipments VENDOR shall give CONTRACTOR 48 hours notice prior to making deliveries to the site. VENDOR shall schedule its work in general accordance with the project schedule and as directed by CONTRACTOR'S jobsite superintendent and/or project manager. CONTRACTOR reserves the right to reasonably adjust the commencement, durations, and sequence of work to meet

5 project completion objectives as the job progresses, all without claim by VENDOR for additional compensation, time extension or delay damages. When required by CONTRACTOR, VENDOR will provide data and participate in conferences for development of a construction schedule which meets project requirements and shall assist CONTRACTOR in updating and amending the project schedule as required to maintain proper work progress. 5. CHANGES. VENDOR shall make any and all changes, additions, deletions or substitutions ("Changes") to the Material or the method or schedule of furnishing the Material that CONTRACTOR may require without nullifying this Agreement. A reasonable adjustment shall be made to the Contract Price for such Changes. NO CHANGES SHALL BE MADE AND NO ADJUSTMENTS TO THE AGREEMENT SUM SHALL BE DUE EXCEPT UPON THE WRITTEN ORDER OF CONTRACTOR BEFORE THE CHANGE IS BEGUN VENDOR shall review all changes issued or proposed by CONTRACTOR, OWNER, or the Architects, and shall advise CONTRACTOR in writing within 10 working days of receipt of such changes as to the impact, if any, on VENDOR'S work, including any impact upon cost or schedule VENDOR shall hold harmless CONTRACTOR and all others from any additional costs or delays resulting from changes, substitutions, or deviations from the Prime Contract by VENDOR without a change order therefore. 6. PATENTS. VENDOR will pay all royalties and license fees related to the Material. VENDOR warrants that the Material either alone or in combination with other materials will not infringe any patents or other proprietary rights. VENDOR will defend all claims for infringement of any patents or other proprietary rights. VENDOR will defend all claims for infringement of any patents or other proprietary rights related to the Material, and will indemnify and hold harmless CONTRACTOR and the OWNER from any loss or damages, including attorneys' fees, arising out of or related to any such claims. 7. OPERATING MANUALS. VENDOR will supply proper operating, training, and maintenance manuals and drawings for the Material, and other documentation that is required by the Prime Contract with respect to the Material. 1 % of the Agreement Sum is attributable to the value of these and other contract close-out items and shall not be due or payable under this Agreement until these close-out items are completed. 8. ALTERNATE DISPUTE RESOLUTION. If alternate dispute resolution, including without limitation arbitration or mediation, is provided for in the Prime Contract, any dispute arising between CONTRACTOR and the VENDOR under this Agreement, including breach thereof, shall be resolved by such alternative dispute resolution procedures in the manner provided for in the Prime Contract. The contract resulting from the acceptance of this Agreement shall be governed by the laws of the State of Iowa and any disputes shall be venued in Johnson County, Iowa Should any arbitration, litigation, or alternative dispute resolution procedure with a third party involve allegations regarding VENDOR'S performance under this Agreement, then VENDOR consents to be joined in and participate as a party to such proceedings. An arbitration pursuant to this Agreement may include, by consolidation, joinder or in any other manner, any other entities or persons with whom CONTRACTOR has a dispute involving common issues of law or fact. If rules are not specifically identified in the Prime Contract, any required arbitration proceeding will be conducted in accordance with the then current Construction Industry Arbitration rules of the American Arbitration Association; and, if a location is not designated in the Prime Contract, any required arbitration will be conducted at a mutually acceptable location in either Johnson or Linn Counties in Iowa. The award rendered in such arbitration shall be final and judgment upon the award may be entered by any court having jurisdiction thereof. The provisions of this paragraph shall be specifically enforceable In the absence of joinder in any dispute resolution procedure with respect to any claim by VENDOR for additional compensation, extension of time, or damages, caused in whole or in part by any party other than CONTRACTOR, VENDOR acknowledges and agrees as follows: 1. VENDOR shall give CONTRACTOR written notice of the basis and amount of such claim at least three (3) working days before CONTRACTOR is required to give notice of such claim to any other party, and CONTRACTOR'S only obligation with regard to such claim shall be to forward it to the other party, if necessary, within three (3) working days of its receipt from VENDOR and to make CONTRACTOR'S records and employees reasonably available to VENDOR to the extent reasonably necessary for VENDOR'S prosecution of such claim; however, CONTRACTOR reserves the right to exercise primary decision-making authority with respect to such claim, including controlling the prosecution of such claim and strategic decisions related thereto, if such claim is related to other claims of either CONTRACTOR or other VENDORS.

6 2. VENDOR shall, at its own cost and expense, prepare, assemble, present, and prosecute such claim (in CONTRACTOR'S name, if necessary) and shall be solely responsible for any costs and expenses it incurs in that regard, including expenses for legal representation. 3. VENDOR'S sole and exclusive remedy for such claim shall be limited to the amount of additional compensation, extension of time, and/or damages actually provided by the other party (whether voluntarily or due to an arbitration award, court order, or otherwise) and VENDOR shall have no independent rights or separate claims against CONTRACTOR for further compensation, time extension, or damages for such claim. 4. Any additional compensation or damages provided on account of such claim shall first be offset by CONTRACTOR'S standard markup, if any, as well as any costs incurred by CONTRACTOR in connection with such claim. 5. VENDOR shall hold harmless and indemnify CONTRACTOR for all costs and expenses incurred by CONTRACTOR in connection with such claim, including without limitation, claims by other parties for contribution or indemnity and fines or penalties pertaining to claim certification No dispute whatsoever shall interfere with the progress of construction and, despite disputes it may have against CONTRACTOR, OWNER or other parties, VENDOR shall proceed with its work without suspension or slowdown Back charges between CONTRACTOR and VENDOR, if any, shall be paid at cost; no mark-up for overhead or profit will be allowed In any arbitration or litigation relating in any way to this Agreement, the arbitrator or the court shall award the prevailing party all of its costs of arbitration and litigation that would be taxable as costs in litigation in either the state of federal courts in Iowa. In addition, the arbitrator or the court shall award the prevailing party its reasonable attorney s fees incurred in the arbitration proceeding or litigation. 9. ASSIGNMENT. VENDOR shall not assign or sublet any portion of this Agreement without the prior written consent of CONTRACTOR. 10. WARRANTY. VENDOR warrants and guarantees the Material to the same extent that CONTRACTOR is obligated to warrant and guarantee the Material under the General Contract. This warranty and guarantee is in addition to, and not in limitation of, any other rights, remedies or warranties available to CONTRACTOR under applicable law. The VENDOR warrants to the OWNER, Architect, and CONTRACTOR that the material furnished under this Purchase Agreement will be of good quality and new. The VENDOR further warrants that the materials will conform to the requirements of this Purchase Agreement and the General Contract between CONTRACTOR and OWNER, and will be free from defects. If required by the OWNER, Architect or CONTRACTOR, the VENDOR shall furnish satisfactory evidence as to the kind and quality of materials. To the extent that the warranty obligations the CONTRACTOR owes to the OWNER under the General Contract relating to the materials furnished by the VENDOR are broader than the warranty obligations owed by the VENDOR to the OWNER, Architect, and CONTRACTOR under this paragraph, then those broader obligations shall apply to the VENDOR. VENDOR FURTHER EXPRESSLY WARRANTS THAT ITS MATERIAL WILL BE MERCHANTABLE, OF GOOD QUALITY AND WORKMANSHIP, FREE FROM DEFECT, MADE IN ACCORDANCE WITH ANY REQUIRED SPECIFICATIONS, AND FIT FOR THE PURPOSE INTENDED. 11. POTENTIALLY HARMFUL INGREDIENTS. VENDOR agrees to furnish to CONTRACTOR at the time of delivery of Material or upon written request of CONTRACTOR, a list of all ingredients of said Materials, and, as necessary, the amount of one or more ingredients harmful or potentially harmful and referenced in any applicable governmental law, rule or regulation which describes or characterizes such ingredients as actually or potentially harmful. 12. TERMINATION. In addition to any other rights and remedies provided herein or by applicable law, CONTRACTOR reserves the right to terminate this Agreement in whole or in part if the Material is defective, not in accordance with the Prime Contract, or not delivered on schedule or if VENDOR breaches any term of this Agreement. In addition to any rights or remedies granted to CONTRACTOR by VENDOR or applicable law, CONTRACTOR may terminate this Agreement for the same reasons and circumstances, and in accordance with the same procedures, as OWNER may terminate the Prime Contract. VENDOR S failure to demonstrate to CONTRACTOR S satisfaction, as may be requested by CONTRACTOR from time to time, that VENDOR is in compliance with all insurance requirements in this Purchase Agreement or that it is capable of performing its financial obligations relating to this Purchase Agreement as they come due shall be an event of default. It shall also be an event of default if VENDOR

7 fails to deliver any of the Materials in conformance with the drawings and specifications and in compliance with CONTRACTOR S schedule, or fails to pay any lower-tier suppliers when due, or fails to timely perform any other act under this Agreement, or fails to comply with any other substantial term of this Agreement, or fails to pay any taxes, or fails to pay contributions to unions or their retirement or fringe benefit funds on behalf of employees, or makes an assignment for the benefit of creditors or similar disposition, or becomes insolvent, or if receivership, insolvency, reorganization, bankruptcy or similar proceedings are commenced by or against VENDOR (whether voluntarily or involuntarily), or VENDOR is dissolved or liquidated, or if CONTRACTOR is garnished or levied upon in connection with VENDOR S debts, or a receiver or trustee is appointed for all or part of VENDOR S assets, or if a bankruptcy trustee or other authorized person seeks to take custody of funds paid to or otherwise owed to VENDOR. 13. Prior to commencing any work, the VENDOR shall procure, maintain and pay for such insurance as will protect against claims for bodily injury or death, or for damage to property, which may arise out of operations by the VENDOR or by any subvendor or by anyone employed by any of them, or by anyone for whose acts any of them may be liable. Such insurance shall include, but not be limited to, the minimum coverage and limits of liability specified in the paragraph below, or if greater, any coverage or limits of liability specified in the contract documents for VENDORS or required by law. The VENDOR shall procure the following minimum insurance coverage and limits of liability: Workers Compensation Employer s Liability, including Stop Gap coverage and USL&H, if applicable Commercial General Liability Commercial Automobile Liability Contractors Pollution Liability (including coverage for Mold) Required Professional Liability (If applicable to VENDOR S Work) Required Statutory Limits $500,000 each accident $500,000 disease-policy limit $500,000 disease-each employee $2,000,000 each occurrence $2,000,000 products/completed operations aggregate $2,000,000 general aggregate (per project) $2,000,000 any one accident or loss $1,000,000 each claim or occurrence $1,000,000 annual aggregate $1,000,000 each claim $1,000,000 annual aggregate If VENDOR obtains broader types of coverage or higher limits than specified above, then those coverages or limits shall apply to any claim. Commercial General Liability insurance required under this paragraph shall be on ISO Form CG or its equivalent and include coverage for Products/Completed Operations which shall be maintained for two (2) years after completion of the work or such longer period as the contract documents may require and shall specifically cover as insured contracts the VENDOR S indemnity obligations under this Article and other contractual indemnities assumed by the VENDOR under the contract documents. Commercial Automobile Liability insurance required under this paragraph shall also include coverage for all owned, hired and nonowned automobiles. Professional Liability, if applicable to the VENDOR S work, shall be maintained for a period of two (2) years after completion of the work. Any retroactive date on such Professional Liability policy shall be prior to the commencement of any work under this Subcontract / Purchase Agreement. The CONTRACTORS Pollution Liability policy, if required, shall include coverage for mold contamination. All policies shall be maintained for as long as they remain commercially available to VENDOR. Employer s Liability, Commercial General Liability and Automobile Liability insurance may be arranged under single policies for the full minimum limits required, or by a combination of underlying policies with the balance provided by an Excess or Umbrella liability policy. The VENDOR shall endorse its Commercial General Liability and Umbrella/Excess Liability policies to add the CONTRACTOR (including all subsidiaries and affiliates) and the OWNER if required, in the contract documents as additional insureds with respect to liability arising out of operations performed or completed for the CONTRACTOR or the OWNER by the VENDOR under this Agreement. Such insurance afforded to the CONTRACTOR and the OWNER as additional insureds under the VENDOR S policies shall be primary insurance and not excess over, or contributing with, any insurance purchased or maintained by the CONTRACTOR or the OWNER or other additional insureds. The additional insured endorsement to VENDOR S Commercial General Liability policy shall be documented on certificate as follows:

8 (a) The Certificate Holder (Knutson Construction Services Midwest, Inc.) and OWNER are added as Additional Insured to the above referenced General Liability policy (including coverage for completed operations) and the Excess Liability policy. Such insurance provided to Additional Insured shall by primary insurance and not contributing or excess and covers all projects performed on behalf of Knutson Construction Services Midwest, Inc. under a written contract. Or, if this specific language cannot be provided, then (b) Endorsements on ISO Forms CG and CG or their equivalents shall be required. The VENDOR shall maintain in effect all insurance coverage required under this Article, or by the other contract documents, at the VENDOR S sole expense and with insurance companies acceptable to the CONTRACTOR with a minimum A. M. Best Rating A- or better. If the VENDOR fails to procure and maintain the insurance coverage set forth in this Article, CONTRACTOR may, but shall not be obligated to, obtain such insurance and back charge all costs for such insurance to the VENDOR. No insurance coverage shall be limited by a requirement that injury or damage occurs before the contract or Purchase Agreement is signed. All insurance policies shall contain a provision that coverage afforded thereunder shall not be cancelled, without thirty (30) days prior written notice to the CONTRACTOR. Additionally, all insurance policies shall contain a waiver of subrogation endorsement in favor of CONTRACTOR, OWNER and Architect, their agents and employees. Certificates of Insurance shall be filed with the CONTRACTOR prior to the start of the VENDOR S work. Such Certificates of Insurance shall be in a form acceptable to the CONTRACTOR and shall provide satisfactory evidence that the VENDOR has complied with all insurance requirements, including evidence that the CONTRACTOR and they have been added as additional insureds. To the extent of coverage afforded by builder s risk or any other property or equipment floater insurance applicable to the Work or the Project or equipment used in the performance of the Work or Project, regardless of whether such insurance is owned by or for the benefit of the VENDOR, the CONTRACTOR, the OWNER or their respective subcontractors and agents, the CONTRACTOR and the VENDOR agree to waive all rights against (1) each other and any of their subcontractors / vendors, sub-subcontractors (vendors), agents and employees, each of the other, and (2) the OWNER and any of its contractors, subcontractors / vendors, agents and employees, whether under subrogation or otherwise, for loss or damage to the extent covered by such insurance, except such rights as they may have to the proceeds of such insurance. If policies of insurance referred to in this paragraph require an endorsement to provide for continued coverage where there is a waiver of subrogation, then the owners of such policies will cause them to be so endorsed. A waiver of subrogation shall be effective as to a party even though that party would otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurance premium directly or indirectly, and whether or not the party had an insurable interest in the property damaged. Unless the VENDOR S negligence is a cause of the loss or damage to the Project, any deductible amount applied to any loss payable under any builder s risk or other property insurance applicable to the Work or Project shall be borne by the insured party whose Work is damaged in direct proportion as their individual losses shall bear to the total losses incurred in a single event, regardless of whether such loss is to work installed and completed, to materials stored on or off site, or to materials in transit. Neither the CONTRACTOR nor the OWNER represents that any builder s risk or property insurance applicable to the Work, if any, is adequate to protect the interests of the VENDOR. It shall be the obligation of the VENDOR to determine whether such insurance is in effect and provides adequate protection for its insurable interests, or whether the VENDOR should purchase and maintain supplementary property insurance that it deems necessary to protect its interests in the Work. 14. INDEMNITY. The parties intend that the scope of obligations under this paragraph be as broad as permitted by applicable law. Therefore, each of the following provisions in this Paragraph 14 shall apply to the fullest extent permitted by applicable law. If any provision or portion thereof is determined to be invalid, void, illegal or otherwise unenforceable for any reason, such determination shall not render invalid, void, illegal or otherwise unenforceable any of the other provisions of this Paragraph 14 or this Purchase Agreement as a whole (all of which remain in full force and effect), and that particular provision or portion thereof shall be deemed modified (but only to the extent necessary so that it is no longer invalid, void, illegal or otherwise unenforceable) so that, to the greatest extent possible, the intent of said provision is carried out. To the fullest extent permitted by law, the VENDOR agrees to assume entire responsibility and liability for all damage or injury to all persons (whether employees or otherwise) and to all property (regardless of whether such damage or injury occurs before or after the VENDOR has completed performing its obligations under this Purchase Agreement) arising out of, resulting from, or in any manner connected with the VENDOR S obligations under this Purchase Agreement or any activity of the VENDOR related in any way to the Project or occurring or resulting from the use by the VENDOR, its agents or employees, of materials, equipment, instrumentalities or other property, whether the same be owned by

9 the CONTRACTOR, the OWNER, the VENDOR or third parties, or from any other cause whatsoever including those over which VEDOR may have no control but except to the extent such damage or injury is caused by or results from the negligent act or omission of the Indemnitees (as defined below) or of an Indemnitee s employees, consultants, agents, or others for whom the Indemnitee is responsible. The VENDOR further agrees, to the fullest extent permitted by law, to defend, indemnify and save harmless the CONTRACTOR and the OWNER ( the Indemnitees ), their agents, consultants and employees from all claims for such damage or injury including, without limiting the generality of the foregoing, claims for which the Indemnitees may be partly liable or may be claimed to be partly liable but except to the extent the damage or injury underlying the claims is caused by or results from the negligent act or omission of the Indemnitees or of an Indemnitee s employees, consultants, agents, or others for whom the Indemnitee is responsible. VENDOR further agrees to indemnify and hold harmless the Indemnitees from legal fees and disbursements paid or incurred to enforce the provisions of this Paragraph 14. VENDOR further agrees to obtain, maintain and pay for such Commercial General Liability insurance coverage and endorsements as described in this Article as will insure the provisions of this Paragraph 14, including without limitation Contractual Liability and Products/Completed Operations coverage. VENDOR acknowledges and agrees that such Contractual Liability insurance coverage is provided for the benefit of others, including the indemnitees, as an additional source of funds available to VENDOR to pay its costs in fulfilling its obligations to the Indemnitees under this Paragraphs 14, but that by procuring such Contractual Liability insurance coverage VENDOR is not thereby providing insurance to the Indemnitees because the Indemnitees are not insureds under such coverage. The indemnification under this paragraph and the associated insurance shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for VENDOR under Workers' or Workmen's Compensation acts, disability acts or other employee benefit acts with regard to any claims against the Indemnitees or an Indemnitee s employees, consultants, agents, or others for whom the Indemnitee is responsible by any employee of the VENDOR, anyone directly or indirectly employed by the VENDOR, or anyone for whose acts the VENDOR may be liable. The insurance and indemnity obligations in this Standard Purchase Agreement shall survive the completion or termination of this Agreement and shall apply regardless of whether any such damage, injury, claim, loss or expense occurs before or after VENDOR has completed performing its obligations under this Agreement. VENDOR S obligations to defend CONTRACTOR from claims for damages, losses and expenses are separate and distinct from its obligations to indemnify and hold harmless CONTRACTOR from such claims, damages, losses and expenses. VENDOR shall defend CONTRACTOR from all claims included in any proceeding (whether arbitration, litigation or otherwise) as long as the proceeding includes one or more claims for which CONTRACTOR may be held liable in whole or in part. VENDOR S defense obligation commences with regard to any claim when CONTRACTOR requests that VENDOR defend CONTRACTOR from such claim and continues until the claim is fully resolved. VENDOR S defense obligations include without limitation paying the legal fees, expert consultant fees, filing fees, arbitrator and/or mediator fees, and all other costs and expenses associated with providing CONTRACTOR with a rigorous and zealous defense. VENDOR shall perform its defense obligations with due diligence and in good faith through counsel and consultants acceptable to CONTRACTOR at VENDOR S expense. If CONTRACTOR reasonably concludes that said counsel and/or consultant could have a conflict of interest concerning claims or defenses he/she might pursue on behalf of CONTRACTOR and VENDOR, or that said counsel and/or consultant is failing to fulfill VENDOR S defense obligations to CONTRACTOR, CONTRACTOR may hire separate counsel and/or consultants to fulfill VENDOR S defense obligations, and VENDOR shall promptly reimburse CONTRACTOR for all associated fees, disbursements and other costs within fifteen days of the date when they are incurred by CONTRACTOR. Nothing herein shall be construed to preclude CONTRACTOR, at any time, from hiring additional counsel and/or consultants at its own expense. 15. COMPLIANCE WITH LAWS. VENDOR agrees that with respect to its manufacture and sale of Material to CONTRACTOR, VENDOR shall comply with applicable federal, state, and local laws effective where the Material is delivered VENDOR will not discriminate against any employee or applicant for employment based on race, creed, color, or natural origin. When on the jobsite, VENDOR shall comply with CONTRACTOR'S Equal Employment and Affirmative Action Policy dated October 1, 2011, a copy of is available for review at CONTRACTOR'S office located at 2351 Scott Blvd. SE, Iowa City, Iowa VENDOR shall submit, on a timely basis, all EEO/AA statistical reports requested by CONTRACTOR. 16. REMEDIES. The individual rights and remedies herein are in addition to any other remedies provided in law or equity. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of such provision VENDOR acknowledges that, in the event that it should fail to deliver any materials as or when required under this Agreement, CONTRACTOR may, without prior notice to VENDOR, obtain so much of said materials from another source as CONTRACTOR determines is appropriate, with the cost thereof charged to VENDOR together with any liquidated or actual

10 damages caused by a delay in the performance of this Agreement, all without prejudice to any of CONTRACTOR'S other rights or remedies under this Agreement Failure of CONTRACTOR to enforce any of its rights or remedies or any conditions under this Agreement shall not constitute a waiver of such rights, remedies or conditions. 17. SUBMITTALS: All submittals must be identified by division, section and subsection of the specifications and stamped by VENDOR confirming compliance with the Prime Contract. Shop drawings shall contain correct dimensions, quantities, field dimensions, coordination and layout of work. VENDOR is responsible for obtaining all shop drawings and information necessary where work of other contracts abuts or is performed in conjunction with his installation. Failure to timely submit shop drawings, material lists, or samples in order to allow adequate time for review, or failure to submit shop drawings or samples in detail conforming to project specifications shall be cause for assessment of actual damages. VENDOR shall supply all necessary distribution copies of approved shop drawings to CONTRACTOR, at no cost to CONTRACTOR. 18. NOTICES. All notices and other communications pursuant to this Purchase Agreement shall be in writing and shall be deemed to have been duly given to the other party (a) on the day it is personally delivered or transmitted by facsimile or ; (b) on the day after being sent by Federal Express (or comparable overnight delivery service), all fees prepaid; or (c) on the second day after being mailed by United States certified or registered mail, postage prepaid. Notices shall be sent to the other Party at the address, fax number or address set forth in this Purchase Agreement, or at such other address, fax number or address for receiving notices and other communications as shall be provided by the receiving party to the other party. 19. The provisions of this Purchase Agreement may not be waived, altered, changed or amended except by written instrument signed by both Parties hereto. No waiver of any provision of this Purchase Agreement shall be construed or deemed to be a waiver of any other provision or condition of this Purchase Agreement, nor a waiver of subsequent breach of the same provision or condition. Neither the approval of any request for payment, the making of any partial or final payment, the giving of any approval or consent, the use of the Materials or any part thereof, the failure to enforce any rights or remedies or conditions under this Purchase Agreement, or any other action or inaction on the part of CONTRACTOR or OWNER shall constitute an acceptance of any Materials which is not in accordance with the Contract Documents or acceptance of any other breach of this Purchase Agreement by VENDOR, constitute CONTRACTOR S waiver of any claims, rights (including without limitation backcharge and setoff), remedies or conditions, prejudice CONTRACTOR S right to subsequently protest or question the propriety of such payment or the amount requested by VENDOR, or constitute CONTRACTOR S acceptance of a change to the rates, prices, fees or other amounts set forth in this Purchase Agreement. Moreover, no waiver of any provision or condition of this Purchase Agreement shall be construed or deemed to be a waiver of any other provision or condition of this Purchase Agreement, nor a waiver of subsequent breach of the same provision or condition. VENDOR shall not be relieved from its obligations to perform any of its obligations under this Purchase Agreement in accordance with the Contract Documents either by the activities or duties or representations of CONTRACTOR or OWNER, or by inspections, tests, or approvals required or performed by OWNER or CONTRACTOR or anyone else. 20. VENDOR represents that it is a properly-formed business entity and is in good standing under all applicable laws. VENDOR shall promptly provide CONTRACTOR with a certificate of good standing from the Iowa Secretary of State if and when requested by CONTRACTOR, including as frequently as may be requested by CONTRACTOR. Moreover, VENDOR shall promptly notify CONTRACTOR in writing of any change in VENDOR S status as a business entity in good standing. VENDOR represents that it is an independent contractor, not an employee of CONTRACTOR. VENDOR agrees to defend, indemnify and hold harmless CONTRACTOR from any fines, penalties, costs or damages, including without limitation legal fees and expenses, arising out of VENDOR S breach of any representations or obligations in this paragraph. 21. CONTRACTOR and VENDOR agree that Iowa Law shall govern this Standard Purchase Agreement. 22. All disputes, claims and other matters in question arising out of or relating to this Purchase Agreement are barred if not properly preserved and perfected according to the terms of this Purchase Agreement and are further subject to any statutes of limitations, statutes of repose and other laws, none of which are extended by this Purchase Agreement. 23. Failure of CONTRACTOR to enforce any of its rights or remedies or any conditions under this Standard Purchase Agreement shall not constitute a waiver of such rights, remedies or conditions.

11 24. If any provision, or portion thereof, of this Purchase Agreement is determined to be invalid, void, illegal or otherwise unenforceable for any reason, or to cause this Purchase Agreement as a whole to become invalid, void, illegal or otherwise unenforceable for any reason, such determination shall not render invalid, void, illegal or otherwise unenforceable any other provision in this Purchase Agreement or this Purchase Agreement as a whole (all of which shall remain in full force and effect), and that particular provision or portion thereof shall be deemed modified [but only to the extent necessary (including deletion, if necessary) so that it is no longer invalid, void, illegal or otherwise unenforceable] so that, to the greatest extent possible, the intent of said provision is carried out. 25. This Purchase Agreement including any Change Order thereto, may be executed in several counterparts, each of which shall be deemed to be an original and all of which together shall constitute one Purchase Agreement binding on the CONTRACTOR and VENDOR, notwithstanding that each have not signed the same counterpart. A facsimile, xerographic, electronically transmitted or similar copy of a handwritten signature to this Purchase Agreement or an e-signature to this Purchase Agreement, including any Change Order thereto, shall be deemed an original signature for purposes of enforcing this Purchase Agreement. CONTRACTOR Knutson Construction Services Midwest, Inc. VENDOR {ToCompany.Name} By: By: Title: Title: Federal Tax ID # Federal Tax ID #

12 EXHIBIT B INITIAL CERTIFICATE OF CREDITORS The undersigned VENDOR, having made diligent inquiry, certifies to CONTRACTOR that the following Schedule of Creditors includes all persons expected to furnish materials, skills, labor and equipment to or through VENDOR (collectively, "Creditors") for the Project in connection with VENDOR'S performance under the Purchase Agreement, and that all information in the Schedule of Creditors is accurate to the best of VENDOR'S knowledge and belief: Name of Creditor* SCHEDULE OF CREDITORS Scope of Work Contact Name / Phone Number Approximate Value of Work * "Creditor" includes all persons furnishing materials, skills, labor and equipment to or through VENDOR. The undersigned VENDOR further promises that it will promptly furnish CONTRACTOR with an updated Schedule of Creditors should it determine that any other Creditors may furnish any labor, services, equipment and/or material for the Project. VENDOR'S Name Signature Date Title

13 EXHIBIT C FOR MATERIAL VENDORS HAZARD COMMUNICATION RIGHT TO KNOW RIGHT-TO-KNOW ACT OF 1983 It is the policy of Knutson Construction Services Midwest, Inc. to implement the proposed standards of the Employee Right-To-Know Act which is regulated by the Federal Occupational Safety and Health Administration under Title 29 of the code of Federal Regulations, Part 1910, Subpart Z. All data reporting forms must be executed and updated as required. Effective January 1984, the Iowa Employee Right-To-Know Act went into effect. This standard is to inform employees about the chemical hazards encountered at the workplace. We have certain obligations under the law and we will need your help and cooperation in fulfilling these obligations. Attached is our company's Right-To-Know program. You will notice many specific requirements when you read our program. Mike Nielson, Safety Director, has the authority and responsibility to be sure that our company and our employees are in compliance with Right-To-Know and other regulations effecting your health and well being. Please give Mike your full cooperation. Please take these matters seriously, as they are intended to protect our employees from physical and health hazards. Thank you for your cooperation. If you have any questions, please contact our office or Mike Nielson, at I HAVE RECEIVED THE KNUTSON CONSTRUCTION SERVICES MIDWEST, INC. S RIGHT-TO- KNOW PROGRAM AND UNDERSTAND THAT KNUTSON CONSTRUCTION SERVICES MIDWEST, INC. WILL COMPLY WITH THE IOWA EMPLOYEE RIGHT-TO-KNOW ACT. DATE SIGNATURE FIRM NAME