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EQUIPMENT PROPOSAL T MMnw EMA ' Equipment Prol2osal lf:lt l lt 'I. t,t This Equipment Proposal (the"Proposal")has been prepared by Ten-8 Fire& Safety,LLC ("Company") in response to the undersigned{Customer's request for a proposal. This Proposal is comprised of the special terms set forth below,the Proposal Option List(or for ambulance sales,the Quotation,or Order Form,as applicable),Warranty,and.Company's.Purchasing Terms and Conditions. Through its signature below or other Acceptance(as defined below),Customer acknowledges having received, read and being bound by this Proposal,all attachments and Company's Purchasing Terms and Conditions. Date:May 12,2021("Proposal Bate") Customer.Clearwater Fire Rescue("Customer") Customer Address: 1.140 Court Streeet Clearwater,FL 33756 uanti Product Description&Options Price 1 2022 Osage Warrior on F450 4x2 ext cab. $21.9,850.00 Based on FSA20-VEF 14.1 Includes install of graphics locally Purchase Pricer $21%850.00 Delivery Timing The Product described above in the Product Description and Options Section of this document will be built by and shipped from the manufacturer approximately 13 (months) after Company receives Customer's acceptance of this Proposal as defined below. Other: Contingent upon receipt of chassis Unless accepted within 60 days from date of proposal,the right is reserved to withdraw this proposal- ACCEPTANCE roposalACCEPTANCE OF THIS PROPOSAL CREATES AN ENFORCEABLE BINDING AGREEMENT BE'T'WEEN COMPANY AND CUSTO R. "ACCEPTANCE" NffiANS THAT CUSTOMER DELIVERS TO COMPANY: (A) A PROPOSAL SIGNED BY AN AUTHORIZED REPRESENTATIVE, OR ( ) A PURCHASE ORDER INCORPORATING THIS PROPOSAL, WHICH IS DULY APPROVED, TO THE EXTENT APPLICABLE, BY CUSTOMER'S GOVERNING BOARD. ACCEPTANCE OF THIS PROPOSAL IS EXPRESSLY LIMITED TO THE TERMS CONTAINED IN THIS PROPOSAL AND COMPANY'S PURCHASING TERMS AND CONDITIONS. ANY ADDITIONAL OR DIFFERENT TERMS, WHETHER CONTAINED IN CUSTOMER'S FORMS OR OTHERWISE. PRESENTED BY CUSTOMER AT ANY TIME,ARE HEREBY REJECTED, INTENDING TO CREATE A BINDING AGREEMENT,ENT,Customer and Company have each caused this Proposal to be executed by their duly authorized representatives as of date of the last signature below.. Customer:Clearwater Fire Rescue Ten-8 Fire&Safety,LLC By: By. Title. rlIZZ,, Cray v Title: Authorized Sales Representative Print: rr Gill G&Zf Print: Jason Adair Date: (r 01r t Date. 5/1112021 EXR-MIT A PROPOSAL OPTION LIST (OR FOR AMBULANCE SALES,THE QUOTATION,,OR ORDER FORM,AS APPLICABLE) EXHIBIT B WARRANTY E)&HBIT C PURCHASING TERMS AND CONDITIONS PURCHASING TERMS AND CONDITIONS (Florida) These.Purchasing Terms and Conditions,together with the.Equipment Proposal and all attachments(collectively,the "Agreement") are.entered into by and between Ten-8. Fire &. Safety, LLC,:a Florida company ('Company' and Customer(as defined in Ten-8 Fire&Safety;LLC's Equipment Proposal document)and is effective as of the date specified in.Section 3 of these Purchasing Terms and Conditions. Both Company and Customer:may be referred throughout this.document individually as a`°parry"or collectively as the"Parties:" 1. Definitions. a. "Acceptance'has the same meaning scvfarth in Company's Equipment Proposal. b.. "Company's Equipment Proposal"-means the.Equipment Proposal provided by Company and prepared in response to Customer's request for proposal fora fire apparatus,associated.equipment oran ambulance. c. "Cooperative Purchasing.Contract" means an Agreement between Company and a. public authority, including without limitation,'a department; division, agency of a municipal; county or state government ("Public Authority"),that adopts or participates:in an existing.agreement between Company and another nori- party customer(including;but not limited to.8 u c h:n on-party customer's equiptnent proposal, .its applicable exhibits,.attachments and.purehming terms:and conditions),often referred to as a:"piggyback arrangement," which is expressly agreed to,in writing,by Company. Company.has sole.discretion to determine whether it. Will agree to such.a.Cooperative Purchasing Contract.. d.. "Delivery"means:when Company delivers physic.al:possession of the.Product to Customer. e. 111Vlanufacturee means the Manufacturer-of any Product. f. "Prepayment Discount" .means:the prepaynrent.discounts, if any, specified in Company's Equipment Proposal. g.. "Product"means the fire apparatus and.any associafed.equipment,or ambulance manufactured of.fumished for.Customer by Company pursuant to the Specifications. h, "Purchasing Terms and Conditions".'means%these Purchasing Terms and Conditions; however, if the Company's Equipment Proposal or the Customer's related Purchase order states that it is governed.by a Cooperative Purchasing Agreement,."Purchasing Terms. and Conditions" shall mean those terms and conditions set forth in the applicable Cooperative Purchasing Agreement. i. "Specifications" means the general specifications; technical specifications,. training,: and testing requirements for the Product contained in Company's Equipment Proposal and its Exhibit A(Proposal Option List or for ambulance sales;the Quotation,or Order.Form,as applicable),prepared in response to Customer's request for such a proposal. 2. PuMose. This Agreement sets forth the terms and conditions of Company's sale:of the Product to Customer. 3. Term of Agreement. This Agreement will become effective on the date of:Acceptance as.defined in.Company's Equipment Proposal("Effective.Date")and,unless earlier terminated pursuant to the terms of this.Agreement,.it will`terniinate upon Delivery and payment in full of the Purchase Price. 4. Purchase and Payment. C.ustorner agrees.to pay Company the.Purchase Pricefor the Product(s) as set faith in Company's Equipment.Proposal("Purchase.Price''). ThePurcMse Price is in US.dollars. Where Customer opts: for a Prepayment Discount that.specifies that Customer will.tender one.or more prepayments..to.Company, Customer must provide each prepayment within the timeframe specified in the.Equipment Proposal in order to receive the Prepayment Discount for that prepayment installment. 5. Representations and Warranties, Customer.hereby represents and warrants to Company that the purchase of the Product(s) has been approved by Customer in accordance with applicable general laws and, as applicable, Customer's charter,ordinances and other governing documents, and funding for the purchase.has been duly budgeted and appropriated. &. Cancellation/Termination. a. Fire Equipment and Apparatus Sales.In the.eventthis.Agreement.is cancelled or terminated by Customer before completion,Company may charge Customer a cancellation fee. The following charge schedule is:based on costs incurred by Manufacturer and Company for the Product, which may be applied and charged to Customer: (a) 1.2%.of the Purchase Price.after the order for the Product(s)is.accepted and entered into Manufacturer's system by Company;(b)22%of the Purchase.Price after completion.of approval drawings by Customer, and.; (c)32%}of the Purchase Price upon any material.requisition.made by the:Manufacturer.for the Product,The cancellation fee will increase in.excess.of(c)in this Section 6,accordingly;as additional costs are incurred by Manufacturer:and Company as the order progresses through.engineering and into themanufacturing process. b. Ambulance Sales. This Section 6 for Cancellation/Termination does not apply to Ambulance Sales. An order for an ambulance.cannot be cancelled or:terminated once Company receives and processes Custamer's.Acceptance of Company's Equipment-Proposal.. 7. Delivery. The Product is.scheduled to be delivered as specified in.the Delivery Tirning.section of the Equipment Proposal("Delivery Timing"),which.will be F.O.B. Company's facility. The Delivery Timing'is.an estimate, and Company is not bound to such date unless it otherwise agrees in writing. Company is not responsible for Delivery delays caused by or as the result of actions,omissions or conduct of the:Manufacturer; its employees, affiliates,suppliers,contractors,and carriers. All right,title and interest in and"to the Product,and risk of loss, shall.pass to Customer upon Delivery of the.Product.(s):to Customer, .S. Standard Warranty.The manufacturer warranties applicable to this Agreement,if any,are_attached to Company's Equipment Proposal as Exhibit A and are incorporated herein as part-of the Agreement. a. Disclaimer: EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, COMPANY, INCLUDING ITS PARENT COMPANY, .AFFILIATES, SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES,.EXPRESS OR IMPLIED,WITH.RESPECT TO THE PRODUCTS PROVIDED UNDER THIS AGREEMENT, WHE.THERORAL OR WRITTEN,EXPRESS,IMPL..]ED OR STATUTORY. WITHOUT LTNUTING THE FOREGOING DISCLAIMER, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY,.: IMPLIED WARRANTY AGAINST INFRINGEMENT, AND IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED AND DISCLAIMED.STATEMENTS MADE BY SALES REPRESENTATIVES GRIN PROMOTIONAL MATERIALS DO NOT CONSTITUTE'WARRANTIES. 9.. Limitation of Liability. COMPANY WILL NOT BE LIABLE.FOR ANY INCIDENTAL,CONSEQUENTIAL, INDIRECT,.:ECONOMIC, PUNITIVE,SPECIAL..OR EXEMPLARY.DAMAGES ARISING FROM OR IN ANY WAY.CONNECTED WITH THIS AGREEMENT WITHOUT REGARD TO THE NATURE OF THE CLAIM OR THE UNDERLYING THEORY OR CAUSE OF ACTION(WHETHER Illi CONTRACT,TORT, STRICT LIABILITY,EQUITY OR ANY OTHER THEORY OF LAW)ON WHICH SUCH DAMAGES ARE BASED. COMPANY'S LIMIT OF LIABILITY UNDER THIS AGREEMENT SHALL BE CAPPED AT THE TOTAL.AMOUNT:OF.THE MONIES PAID BY CUSTOMER TO COMPANY UNDER THIS AGREEMENT: 10. Force Majeure: Company shall not be. responsible.not deemed to be. in default on account of delays in. performance dile to causes w1lichare beyond Company's control which make Company's performance impracticable,including but not limited to c..i�il wars ,.insurrections,strikes,riots,fires,storms,floods,other acts of nature., explosions, earthquakes, accidents,including transportation or delivery losses outside of Company's control, anyact of government, delays in transportation, inability to obtain necessary labor supplies or manufacturing facilities,allocation regulations or orders:affecting materials,equipment, facilities or completed products,failure to obtain any required license or certi fi cates,.acts of God or the public enemy or terrorism,failure of transportation,epidemics,quarantine restrictions,.failure of vendors(due to causes sirnilarto those within the scope of this clause)to perform their contracts or labor troubles causing cessation,.slowdown,or interruption of Work. 1I. Customer's Obligations. Customer shall provide its timely and best efforts to cooperate with Company and Manufacturer during.the manufacturing process to:create. the Product. Reasonable and timely cooperation. includes,without limitation,Customer's providing timely information in response to:.a request-from.Manufacturer or Company and Customer's participation.in.traveling to Manufacturer's facility for inspections and approval of the.Product. 12. Default. The occurrence of one or more of the following.shall constitute a default under this.Agreement; (a) Customer's failure to pay any amounts due under this Agreement or Customer's failure to perform any of its obligations under this.Agreement;(.b)Company's failure to perform any of its obligations under this Agreement;. (c) either party becominginsolventor becoming subject to bankruptcy or insolvencyproceedings; (d) any representation`.made by either party to induce the.0 ther to enter into.this Agreement;which is false in any material respect;(e)an action by Customer to dissolve,merge,consolidate or transfer a substantial portion of its property to another entity;or(f)a default or breach by.Customer under any other contractor agreement with Company. 11 Manufacturer's Statement of Origin, Company shall.retain possession of the manufacturer's statementorigin. ("MSO")for the Product.until the entire Purchase Price has been paid.I.f more than one..Product is covered by this Agreement, Company shall retain the MSO for each individual Product until the Purchase Price for that Product has been paid in fill. 14, Arbitration. Any cointroversy.or claim arising out:of or relating to this Agreement,or the breach thereof,shall be. settled by arbitration administered by the Arnerican Arbitration.Association in accordance with its Commercial Arbitration.Rules,.and:judgment on the award rendered bythe'arbitrator(s).may be entered in.:any courthaving jurisdiction thereof. The Arbitration shall.take.place.in Bradenton,.Florida. 15. Miscellaneous. The relationship of the parties established under this.Agreement is that of independent.contractors and neither party is'a partner,employee,agent;or joint venture of or with the other. Neither.party may assign its rights and obligations under this Agreement:without the.priorwritten approval.ofthe other.party. This Agreement and all transactions between Ten-8 Fire.&Safety,LLC willbe.governed by and construed in accordance with the laws of the State of Florida. The delivery:.af signatures to this Agreement.may be via.facsimile transmission or .other-electronic means.and shall..be binding as original-signatures, This Agreement shall constitute the entire. agreement and. supersede any prior agreement between the:parties concerning the subject.matter of this. Agreement. This..Agreement may.only be modified by an amendment, in:writing, signed by.duty.authorized representatives of both.parties with.authority to.sign such amendments to this.Agreement.. 1n the event of.a conflict between the Ten-8 Proposal and these Terms and Conditions;the Ten-8 Proposal shall control except in. the case of a Cooperative Purchasing Contract as set forth in Section 1(c)and(h)of these Purchasing Terms and Conditions. If any terns of this Agreement is determined to be invalia.or unenforceable by a competent legal authority,such:term will be.either reformed or deleted,as the case may be, but only to the extent.necessary to comply With the. applicable law, regulation,.order.or rule,and.the.remaining provisions of the.Agreement will remain in full force and effect.