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<br />modular P.
<br />a Division of McGrath RentCorp
<br />Corporate Headquarters
<br />5700 Las Positas Rd
<br />Livermore, CA 94551
<br />925-606-9000
<br />www.mgrc.com
<br />MOBILE MODULAR SOURCEWELL CONTRACT ID# 120822
<br />8. WAIVER AND INDEMNIFICATION.
<br />Sale Quotation and Agreement
<br />Quote #
<br />Q-467189
<br />Date of Quote
<br />09/06/2024
<br />Quote Expiration Date:
<br />10/06/2024
<br />Estimate Del Date
<br />09/06/2024
<br />Buyer PO#:
<br />TBD
<br />(a) Seller shall not be liable for any consequential, incidental, or special damages of any kind (including, but not limited to damages for loss of
<br />use or of profit by Buyer or any other party; or for any collateral damages), , which may result from or arise in connection with the manufacture, ,
<br />delivery, installation, checkout or use of the Equipment or in connection with the services rendered by Seller hereunder.
<br />(b) To the fullest extent of applicable law, Buyer shall indemnify and hold Seller (and its agents and employees) harmless from and against any
<br />and all claims, actions or proceedings and any and all damages, liabilities, losses, costs and expenses (including reasonable attorney fees)
<br />arising out of or in connection with the Agreement. If the foregoing obligation is not enforceable against Buyer under applicable law, Buyer
<br />agrees to indemnify and hold Seller harmless from damages, liabilities, losses, costs and expenses to the maximum extent permitted by
<br />applicable law, This indemnity obligation shall not extend to damages, liabilities, or losses to the extent said damages, liabilities, or losses are
<br />caused by the negligence or willful misconduct of Seiler, its employees, or subcontractors.
<br />9. TERMINATION FOLLOWING BREACH. In the event (a) of bankruptcy or insolvency of Buyer, or in the event any proceeding is brought by or
<br />against Buyervoluntarity or involuntarily, under the provisions of the Bankruptcy Code of the United Slates, for the appointment of a receiver or
<br />trustee or any assignment for the benefit of creditors of Buyer, or (b) that Buyer fails to make timely payments, or perform any of its other
<br />obligations, under the Agreement, and such failure or default is not cured within ten (10) days after written notice of such failure or default is
<br />provided by Seiler, the Agreement automatically shall be terminated in the case of any event described in clause (a) above and may be
<br />terminated by Seller in the case of any event described in clause (b) above and, upon such termination, full payment pursuant to the terms of
<br />the Agreement shall become immediately due and payable from Buyer. In the event of any such breach or termination. Seller shall have all
<br />rights provided by law and under the terms and conditions of the Agreement including but not limited to: repossession and disposal of the Equipment
<br />(and, if any personal property shall remain located in the Equipment at such time, Buyer consents to Seller's possession and disposal or destruction of
<br />such personal property upon fourteen (14) days prior written notice to Buyer) and recovery of attorney's fees and other reasonable costs and
<br />expenses from the Buyer associated with any breach or termination by the Buyer. .
<br />10. GOVERNING LAW. Buyer and Seller agree that the Agreement shall be governed in all respects by, and interpreted in accordance with the
<br />laws of, the State of Florida, without regard to its conflicts of laws provisions.
<br />11. JURISDICTION.
<br />(a) If the law of the State of Maryland or Virginia shall apply to the Agreement, it is agreed that the venue for a legal action relating to the
<br />Agreement shall be proper if brought in Alameda County, State of California. Subject to Section 9, the prevailing party shall be entitled to recover
<br />reasonable attorneys' fees and court costs, whether or not the action proceeds to judgment.
<br />(b) If the law of any State other than Maryland shall apply to the Agreement, the Federal District Courts located within the State of Florida shall
<br />have non-exclusive jurisdiction over any lawsuit brought by Buyer or Seller as a result of any dispute regarding matters arising in connection with
<br />the Agreement. Further, it is agreed that the venue for a legal action relating to the Agreement shall be proper if brought in Miami -Dade County,
<br />State of Florida. Subject to Section 9, the prevailing party shall be entitled to recover reasonable attorneys' fees and court costs, whether or
<br />not the action proceeds to judgment.
<br />12. RESERVED.
<br />13. LICENSE AND TRANSFER FEE(S). If so listed on the Agreement, the Purchase Price includes license and/or transfer fees. Buyerwill be billed
<br />directly by the State for future annual license fees where applicable.
<br />14. COMPLIANCE WITH LAW. Buyer assumes all responsibility for any and all licenses, clearances, permits and other certificates as may be
<br />required for Buyer's lawful operation, use, possession and occupancy of the Equipment. Buyer agrees to fully comply with all laws, rules,
<br />regulations and orders of all local, state and federal governmental authorities which in any way relate to the Equipment: and to indemnify and
<br />hold Seller harmless from any and all fines, forfeitures, seizures, penalties or other liabilities that may arise from any infringement or violation of
<br />any such law, rule, regulation or order.
<br />15. FEDERAL CONTRACTOR. As a federal contractor, Seller's contracts are subject to the provisions of (i) Executive Order 11246, (41 CFR 60-
<br />1.4); (ii) section 503 of the Rehabilitation Act of 1973, (41 CFR 60-741.5(a); and (iii) section 4212 of the Vietnam Era Veterans Readjustment
<br />Act of 1974, (41 CFR 60-300.5(a). Sellershall abide by the requirements of 41 CFR 60-741.5(a) and 41 CFR 60-300.5(a). These regulations
<br />prohibit discrimination against qualified individuals on the basis of disability, and qualified protected veterans, and require affirmative
<br />action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities,
<br />and qualified protected veterans.
<br />16. MISCELLANEOUS.
<br />(a) MODIFICATIONS AND AMENDMENTS. Representations and warranties made by any person, including agents and representatives of
<br />Seller, which are inconsistent or conflict with the terms of the warranty contained in Section 1 of the Incorporated Provisions on the website
<br />(including but not limited to the liability of Seiler as set forth above) shall not be binding upon Seller unless reduced to writing and approved by
<br />Quote # 0-067189
<br />9/6/2024 1:24:49 PM
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