TERMS OF PURCHASE ORDER
1. GENERAL CONTRACT PRINCIPLES. The term "Purchase Order" means the pre-printed Purchase Order form with
the blanks completed by Brookdale Senior Living Inc. ("Brookdale" or "Owner") in its own capacity, or on behalf of an
entity controlled by, under common control with, or controlling Brookdale or one of its affiliates if that entity owns or
manages the Project (as defined below), or on behalf of the entity that owns the Property if the Project is managed by any
of the foregoing entities, together with this preprinted Terms of Purchase Order. The term "Attachments" means any other
proposal, term sheet, agreement, plans or specifications or similar documents approved by Brookdale and attached by
Brookdale to the Purchase Order. Upon Vendor's acceptance of the Purchase Order and any Attachments, the Purchase
Order and Attachments will become a binding contract between Vendor and Brookdale. In the event of a conflict between
the terms of the Purchase Order and the terms of any of the Attachments, the terms of the Purchase Order will control
and the conflicting terms of the Attachments will be deemed amended to conform to the Purchase Order unless the
Attachment provides otherwise and specifically states that the Attachment controls with respect to the conflicting term. Al
indemnification provisions and loss limitation provisions contained in the Attachments are deemed void and only the
indemnification provisions contained in the Purchase Order Terms and Conditions will be effective. Acceptance of the
Purchase Order will be evidenced by the first of any of the following to occur: (i) Vendor's ordering of the goods identified
on the first page of the Purchase Order (the "Goods"); (ii) Vendor's delivery of the Goods; (iii) Vendor's commencement of
the services identified in the Purchase Order (the "Services"); or (iv) Vendor's written or electronic acknowledgement of
acceptance of the Purchase Order. Any modification of the Purchase Order must be by written amendment or change
order and accepted in writing by both parties; provided, however, that the price in the Purchase Order shall not increase
under an amendment or change order after issuance of the Purchase Order for any additional charges, including, but not
limited to, convenience fees, fuel surcharges or tariffs. Vendor may not assign the Purchase Order without the prior
written consent of Brookdale, which may be withheld at Brookdale's sole discretion. Vendor is responsible for ensuring
that all subcontractors abide by the terms of the Purchase Order and that all subcontractors obtain and maintain the
insurance coverage of the type and in the amount that Vendor is required to maintain under the Purchase Order. Vendor
shall comply with all applicable federal, state and local laws, rules, regulation and ordinances.
2. PURCHASE OF GOODS. Vendor agrees to deliver the Goods to the "ship to" address listed on the Purchase Order
(the "Property" or "Project") by the date specified. The risk of loss shall remain with Vendor, until delivery of the Goods to
Brookdale. Vendor also agrees to provide, with the Goods, all material safety data sheets and all other warning and
training materials as necessary to enable the Property to safely use, handle, and dispose of the Goods. All Goods
delivered under the Purchase Order are subject to Brookdale's right of inspection. Defective Goods or Goods not in
accordance with Brookdale's specifications may be held at the Property for Vendor's instruction and at Vendor's risk, and
if Vendor so directs, will be returned to Vendor at Vendor's expense. If Vendor fails to direct disposition within 60 days of
receipt of rejected Goods, Brookdale may dispose of those Goods in any reasonable manner at Vendor's expense.
Brookdale's payment for Goods will be made after Brookdale has inspected and accepted the Goods.
3. PURCHASE OF SERVICES. Vendor agrees to provide to the Property all of the Services described in the Purchase
Order by the date specified on the Purchase Order or, if none, in accordance with the service schedule otherwise
specified in the Purchase Order. The Services will be performed in strict accordance with a schedule agreed to by
Brookdale and to the satisfaction of Brookdale in a good and workmanlike manner using new materials of a good quality,
all in accordance with the plans and specifications contained in the Purchase Order and in compliance with current
industry standards and practices and all applicable legal requirements. Vendor, at its expense, shall promptly correct any
work that does not satisfy the performance standards set forth in this Section, and shall promptly repair any damage
caused by the performance of the Services. Unless otherwise agreed in the Purchase Order, all tools, equipment, plans,
blueprints or material of every description furnished to Vendor by Brookdale, or specifically paid for by Brookdale shall be
and remain the personal property of Brookdale. Vendor, at its own expense, shall maintain and redeliver to Brookdale
when required the personal property described in the foregoing sentence in the same condition as original received by
Vendor, reasonable wear and tear excepted. Vendor shall leave the work area broom clean or its equivalent at the end of
each work day.
4. TIME. Time is of the essence.
5. TERMS OF PAYMENT. Brookdale shall pay Vendor for the Goods and Services in accordance with the payment
schedule contained in the Purchase Order. If more than one (1) payment is required, Brookdale may, in its sole discretion,
retain up to 10% of the invoice amount until completion of performance. Brookdale will not be obligated to make any
payment until Vendor furnishes to Brookdale, or causes to be furnished by Brookdale, a waiver or waivers of liens as
applicable in a form acceptable to Brookdale for the portion of the Goods and Services to which Brookdale's payment
relates. Supplier shall reference the Purchase Order number and submit invoice to the Supplier Portal or other electronic
enablement means such as XML or CSV upload.
6. SALES/USE TAX. To the extent Goods or Services delivered to or provided in a particular state or locality (state,
county, city or district) are subject to the sales tax of that locality, the following provisions apply: (i) Vendor will charge
Brookdale the sales tax of that locality, but only if Vendor is registered with that state. If Vendor is not registered with that
state, Brookdale will be responsible for remitting use tax to the state.
7. INSURANCE. If Vendor is required to come onto Brookdale's property in order to supply the Goods or perform the
Services, Vendor shall first provide Brookdale with a Certificate of Insurance evidencing that Vendor has the following
insurance coverage in place: (i) general liability insurance with limits of at least $1,000,000 per occurrence, and
$1,000,000 in the aggregate per Project for projects less than $50,000; and $2,000,000 in the aggregate per Project for
projects greater than $50,000; (ii) automobile liability insurance with a combined single limit of at least $1,000,000; (iii)
workers compensation insurance with limits that satisfy the state law requirements; and (iv) excess/umbrella coverage
with limits of at least $1,000,000 for a Project of $1,000,000 or less; and $3,000,000 for a Project greater than $1,000,000,
or such higher limits as are reasonably required by Brookdale. The Certificate of Insurance must identify the Project and
must identify the following as certificate holders and as additional insureds: "Brookdale Senior Living Inc. and the entity
controlled by, under common control with or controlling Brookdale or one of its affiliates if that entity owns or manages the
Project and the entity that owns the Project if the Project is managed by any of the foregoing entities and each of their
successors and assigns." The Certificate of Insurance must state that the insurance may not be reduced or cancelled
without giving Brookdale at least 30 days prior written notice.
8. COMPLIANCE. Vendor agrees to comply with Brookdale's policies and procedures relating to Vendor's access to
Brookdale communities, including but not limited to Brookdale's COVID-19 protocols for vendors.
9. WARRANTIES. Vendor warrants that (i) Vendor has the right and authority to enter into the Purchase Order and
provide the Goods and Services; ii) upon Brookdale's payment for the Goods and Services, Brookdale will have title to
the Goods and Services free and clear of all liens and encumbrances of any nature; (iii) the Goods and Services will
conform to the requirements, plan and specifications set forth in the Purchase Order; (iv) the Goods and Services will be
fit for the purposes for which they were intended as reflected in the Purchase Order; (v) the Goods and Services will be
free from defect and faulty workmanship, material or design; and (vi) the sale or use of al Goods, alone or in combination
with other items, do not infringe any patents, copyrights or trademarks. Vendor assigns all applicable manufacturer
warranties for the Good or Services to Brookdale or its affiliate, provided, however, that Vendor shall use its best efforts to
assist Brookdale in identifying and enforcing the assigned warranties as requested by Brookdale.
10. INDEMNIFICATION. Vendor shall indemnify and hold harmless Brookdale and its subsidiaries and affiliates and their
respective officers, directors, partners, employees, agents, successors and assigns from and against all liabilities, claims,
damages, losses, causes of actions, judgments, mechanics' liens, costs and expenses, including reasonable attorneys'
fees, arising out of or resulting from any breach by Vendor of any covenant or warranty in the Purchase Order, or any
fraud or negligent or willful act or omission by Vendor, its employees, agents or permitted subcontractors.
11. CANCELLATION. Brookdale may cancel the Purchase Order: (i) if Vendor is in breach of any covenant or warranty
contained in the Purchase Order and Vendor does not cure the breach within 20 days after written notice thereof from
Brookdale; (i) if Vendor is prevented or unreasonably delayed from performing under the Purchase Order due to casualty
or natural disaster, strikes, labor disputes, acts or war or terrorism, civil commotion, acts or delays of governmental
authorities or any similar cause beyond Vendor's control; or (iii) for convenience and without cause. Upon cancellation,
Vendor shall immediately discontinue production and shipment of undelivered Goods and shall immediately cease all
Services. In the event of cancellation under this Section, Vendor shall be entitled to receive payment of the Purchase
Order price for those conforming Goods and Services furnished through the date of cancellation.
12. WAIVER OF LIEN RIGHTS. Vendor, on its behalf, and on behalf of its materialmen and subcontractors, waives any
and all lien rights for the Goods or Services to be furnished, performed or procured.
13. MISCELLANEOUS. If any court of competent jurisdiction determines that any portion of one or more of the provisions
contained in the Purchase Order is invalid, illegal or unenforceable in any respect, the holding shall not affect the validity
or enforceability of any other provisions of the Purchase Order. The failure of either party to enforce any provision of the
Purchase Order shall not be a waiver of the provision or the right of the party thereafter to enforce such provision. Vendor
shall pay costs, expenses and reasonable attorneys' fees that may be incurred or paid by Brookdale in enforcing the
Purchase Order. Time limits stated in the Purchase Order are of the essence. The Purchase Order inures to the benefit of
and is binding upon the parties to the Purchase Order and their successors and assigns. The Purchase Order shall be
construed in accordance with the laws of the state in which the Goods or Services are provided. The Purchase Order
constitutes the sole and entire agreement between the parties regarding the subject of the Purchase Order. No other
representations, understandings, or agreements have been made or relied upon in the making of the Purchase Order.
any valid and unexpired strategic alliance or similar form of master agreement ("MSA") between the parties, the terms and
conditions of the MSA shall control. All remedies provided in the Purchase Order are cumulative and not exclusive and
are in addition to any other remedies that may be provided in law or equity. If Vendor will have access to any "protected
health information" of Brookdale's residents or employees, as that term is defined in the Health Insurance Portability Act of
1996 ("HIPAA"), Vendor shall comply with the HIPAA law and regulations, which will include signing Brookdale's form of
Business Associate Agreement.
14. FACSIMILE AND ELECTRONIC SIGNATURES. The Purchase Order may be executed in several counterparts, and
each executed counterpart, when taken together, shall be considered an original of the Purchase Order. Any party may
execute any such counterpart by facsimile or electronic signature which shall be binding on the parties so executing the
Purchase Order.
15. CERTIFICATION. If insurance is required under Section 7 above, then this Section applies. Vendor agrees to submit
to Brookdale or its designee, such documentation as it may reasonably require to assure Vendor's compliance with the
insurance requirements of the Purchase Order and compliance with Brookdale's due diligence review of Vendor
("Certification"). Certification is required prior to supplying the Goods or the commencement of Services under this
Purchase Order and annually thereafter. The cost of the Certification shall be paid for by Vendor.