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PURCHASE ®RDER JLL Bank of America US (JLL) Job No: 02807P190693 Job Name: FL,Zephyrhills, 632 Gall Bou Run Date: PO 03/27/2019 Job Status:Active- Initiate Job Site Address: Bank of America US (JLL) Page 2 of 2 Currency: USD 5632 Gall Boulevard Zephyrhills,FL,33 42-3413 TERMS AND CONDITIONS 1 ACCEPTANCE:None of the terms and conditions contained in this Order may be added to,modified,superseded or otherwise al ered except by a written instrument signed by an authorized agent or representative of OWNER and delivered by OWNER to Seller,and each shipment received by OWNER from Seller shall be deemed to be only upon the terms and conditions contained in this Order except as they may be added to,modified, superseded or otherwise altered in accordance with the terms hereof,notwithstanding any terms and conditions that may be contained in any acknowledgment,invoices or other forth of Seller and notwithstanding OWNER's act of accepting or paying for any shipment or similar act of OWNER. PRICE:OWNER shall not be billed at prices higher than stated on this Order unless authorized in writing by OWNER or its agen,,and in no event shall OWNER be charged higher prices than Seller's other similar customers who take delivery in substantially the same amounts.If this order calls for payment of any transportation costs by OWNER,OWNER shall in no event be liable or accountable for any amount in excess of the actual cost of transportation in the manner specified on the race hereof.OWNER shall receive the benefit of any general reduction in Seller's prices prior to delivery.Seller represents that the prices comply with applicable laws and governmental regulations in effect at the time of quotation,sale or delivery.Except as otherwise provided herein and unless prohibited by statute,Seller agrees to pay any Federal,State or local Sales/Use tax,transportation tax or other excise tax which may be imposed upon the articles ordered hereunder of by reason of their sale,use of delivery.If this order is marked"resale"OWNER certifies that the materials purchased hereunder are purchased for purposes of resale. TERMS OF PAYMENT:Seller shall furnish OWNER such invoices,certificates and other information in such form as OWNER may reasonably request.Seller's invoice must be supported by bill of lading,waybill,or other evidence of shipment showing contents and OWNER's order number.All authorized delivery charges payable by OWNER rrppust be supported by attaching a copy of the paid freight bill to Seller's invoice which,in the case of consolidated carload shipment,must show weight and rate,and resulting charge.By accepting this order in this manner spdcifted above,Seller accepts any and all payment terms specified on the face hereof.All amounts chargeable to Seller herein may be taken as credits on settlement and OWNER shall have the right at any time to set off army amount owing by Seller to OWNER,or any of its affiliated companies,against any amount due or owing to Seller by virtue of this Order. QUALITY:Material is subject to OWNER's or its agent's inspection and approval within a reasonable time after delivery.If spetifications are not met,material may be returned at Seller's expense.No replacement of defective material returned is to be made unless so specified on OWNER's returned material order.OWNER's count is final and conclusive on all shipments not accompanied by a packing list. PACKING AND CARTAGE CHARGES:No charge allowed for boxing,packing,cartage or storage unless designated on this o der. NON-PERFORMANCE:OWNER reserves the right to cancel this order or any unfilled portion thereof,if any delivery is not made in the specified time.Time is of the essence of this order.If the work or delivery of goods is not completed by the date,if any,provided on the face hereof,OWNER may cancel this order and obtain the goods or work elsewhere,or may accept late delivery or late completion of the services.In either case,Seller shall be liable to OWNER for any loss or damage caused by Sellers failure to complete the work on time or make timely delivery including,without limitation,consequential and incidental damages and costs of cover,unless the delay in making delivery or performing the work is due to causes beyond the control and without the fault or negligence of the Seller. In the event of fire,floods,strikes,lockout,accident,war,or other causes,of like or different nature,beyond Seller's control,interfering with the consumption or the transportation of the goods herein described or of the Seller's manufactured products,deliveries under this order may be suspended during the period required to remove the cause. PATENT:Seller warrants that articles specified herein and the sales or use of them will not infringe any United States or foreign p tens and agrees,as Seller's expense,to indemnify and hold harmless OWNER,its employces,successors and assigns,agent,and the user of the articles,against all judgments,suits,decrees,costs and expenses resulting from any actual or alleged infringement by reason of the use or sales of such articles. INDEMNITY:If in the execution of this order it becomes necessary for Seller or its agents,subcontractors or the employees of an of them to enter upon OWNER's or OWNER's agent's premises,Seller shall inform such individuals of and cause them to comply with OWNER's or OWNER's agent's rules and regulations,particularly those relating to traffic,safety and fire precautions on such premises.Seller,prior to the commencement of work,shall review OWNER's(or its agent's)rule and regulations with OWNER's plant safety engineer.Seller agrees to defend,indemnify and hold harmless OWNER,its employees,successors and assigns,agent,and the user of the articles from and against any and all liability,claims,losses or damage due to injury or death to any persons(including employees of OWNER or its agent)or damage to or the destruction of any property(including property of OWNER or its agent)arising or resulting from the performance of this contract Seller agrees to defend,indemnify andl hold harmless OWNER,its employees,successors and assigns,agent,and the user of the articles from and against any claims,losses,or damage due to injury or death to Seller,Seller's employees,agents,or subcontractors or their employees and for damage to the property of any of them from any cause whatsoever arising or resulting from the performance of this contract.Seller and its subcontractors shall furnish to OWNER a certi Late of insurance showing that they carry adequate workmen's compensation,public liability and property damage insurance with insurers and in amounts acceptable to OWNER. ASSIGNMENT AND SUBCONTRACTING:Seller shall not assign this contract or any par thereof without written consent of C WNER.All subcontractors must be approved by OWNER.Seller agrees to secure,and file with OWNER,proper agreements from all subcontractors necessary to protect OWNER in the same manner as Seller has agreed in is own behalf herein.OWNER may assign this contract at any time upon written notice to Seller. CHANGES:OWNER may at any time by notice in writing make changes in any one or more of the following:a)the work to be p rformed or material furnished b)methods of shipment or packing c)place of delivery and d) time of delivery. If any such change shall materially affect the cost or the time required for performance of this contract,an equitable adjustment shal 1 be made in the contract price or delivery schedule,or both.Any claim by Seller for adjustment under this clause shall be deemed waived unless asserted in writing within five(5)days receipt by Seller of notice of th�change.Failure to agree upon an adjustment shall not excuse Seller from performance hereunder,as the same may be modified by the change. s WARRANTIES:Seller represents and warrants:(a)That all materials sold hereunder and every part of them and their packaging all conform with the detailed description which appears on the face hereof and in technical specifications and drawings attached hereto or sent by OWNER to Seller in connection herewith and shall be in all respects suitable for the particular purpose or use r s known to Seller. (b)That all materials furnished and/or installed by Seller hereunder are new and unused and of first quality(unless otherwise speci led in this order),free of defects in design,material,or workmanship,and free and clear of all liens and encumbrances whatsoever,that Seller has good and marketable title to same,that the transfer thereof is rightful,and that t e production thereof violates no law or government regulation. (c)That in addition to the foregoing warranties,all repairs or replacements of or to any of the materials purchased hereunder which`PWNER deems to be necessary within a period of 18 months after receipt at the delivery point specified herein or 12 months after their being placed in service,whichever occurs earlier,shall be made by Seller without cost to OWNER,unless such repairs or replacements are made necessary by OWNER's mishandling or misuse of the said materials,Upon Seller's failure to make such repairs or replacements within a reasonable time on at usual practice or after seven(7)days prior written notice,OWNER may do so at Seller's expense.OWNER reserves the right to retain ten percent(10%)of the price of the materials pending completion of the foregoing period at which time all such retained amounts which have not been expended for repairs or replacements in the foregoing manner shall be paid to Seller. (d)That all amounts charged by Seller and payable pursuant hereto are lawfully chargeable under and shall not violate,directly or ipdirectly,the provisions of any present or future laws,decrees,regulations,rules or orders of any government authority which in any manner fix,limit,regulate or otherwise affect prices at which said articles may be sold. (e)That all applicable statutes,rules or other governmental regulations have been fully complied with including,in the case of U.S.Sellers,executive order No.11246,as amended(equal opportunity),and the Fair Labor Standards Act of 1938,as amended. The foregoing warranties shall run to OWNER,its successors and assigns,agent,and the user of the materials,shall not be deemed o be exclusive and,without limiting the foregoing,are in addition to any warranties of additional scope given by Seller to OWNER.Neither acceptance of the work or goods by OWNER nor payment to Seller shall relieve Seller from liability under the indemnity clause or any of the guarantees or warranties contained or implied herein. ATTORNEY'S FEES:If either parry shall institute any action or proceeding against the other relating to the provisions of this Agmement,the unsuccessful patty in the action or proceeding shall reimburse the prevailing party for all reasonable expenses and attorneys'fees and disbursements. TERMINATION:OWNER shall have the right at any time to cancel this Order in whole or in part for no or any reason whatsoeve by giving die Seller ten(10)days prior written notice and requiring Seller to suspend delivery of goods in which case the liability of OWNER to Seller upon termination pursuant to this paragraph shall be limited to payment by OWNER for goods delivered and accepted prior to the date of termination of this Order.Such payment will fully discharge all of OWNER's obligations to Seller.OWNER shall not be responsible for any consequential or special damages whatsoever,including,without limitation,loss of anticipated income or loss profits for any undelivered goods. WAIVER OF CONSEQUENTIAL DAMAGES:Seller hereby waives any and all claims against OWNER and its agent for consequential or special damages of any nature whatsoever,including,without limitation,loss of anticipated income and lost profits. MISCELLANEOUS:This order comprises the entire agreement between Seller and OWNER and no oral understanding shall vary the terns hereof.The terms"OWNER"and"Seller'refer equally to their respective heirs, executors,successors,and assigns.In the event of an inconsistency between these terms and conditions and the matter contained on the first page of this order,the latter shall control.Failure of OWNER to insist upon strict performance of any of the terns and conditions herein shall not be construed as a waiver thereof and waiver of any terms or conditign herein on one occasion shall not be construed as a waiver of such term or condition on any future occasion,nor shall the shipping or receiving of any materials under this Order be deemed a waiver of any of OWNER's rights mlating to any prior failure by Seller to comply with any of the provisions of this Order. All remedies referred to herein are cumulative and shall be in addition to those provided in the applicable Uniform Commercial Code in effect on the date hereof,which shall otherwise govern all rights and duties of the parties hereunder.If any provision hereof is deemed to be invalid or unenforceable under applicable law.this Order shall be considemel divisible as to such provision and the same shall thereafter be inoperative,provided however,the remaining provisions of this Order shall be valid and binding.This order comprises the entire agreement between Selle and OWNER and no oral understanding shall vary the terms hereof.The terms"OWNER" and"Seller'refer equally to their respective heirs,executors,successors,and assigns. In the event of an inconsistency between then terms and conditions and the matter contained on the first page of this order,the latter shall control.Failure of OWNER to insist upon strict performance of any of the terns and conditions herein shall not be construed as a aiver thereof and waiver of any terns or condition herein on one occasion shall not be consumed as a waiver of such term or condition on any future occasion,nor shall the shipping or receiving of any materials under this Order be deemed a waiver of any of OWNER's rights relating to any prior failure by Seller to comply with any of the provisions of this Order.All remedies referred to herein are cumulative and shall be in addition to those I rovided in the applicable Uniform Commercial Code in effect on the date hereof,which shall otherwise govern all rights and duties of the parties hereunder.If any provision hereof is deemed to be invalid or unenforceabl under applicable law,this Order shall be considered divisible as to such provision and the same shall thereafter be inoperative,provided however,the remaining provisions of this Order shall be valid and binding.