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HomeMy WebLinkAboutMOBILE EMERGENCY OPERATIONS CENTER TO TEN-8 FIR AND SAFETY EQUIPMENT OF GEORGIA, LLC. • EN' Equipment Proposal IN SERVICE TO SERVE YOU This Equipment Proposal(the"Proposal")has been prepared by Ten-8 Fire&Safety Equipment of Georgia,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,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:February 23,2018("Proposal Date") Customer:Augusta,Georgia.("Customer") Customer Address: 535 Telfair st,Augusta GA 30901 Quantity Product Description&Options Price 1 Pierce Frontline command vehicle,Freightliner chassis $1,070,000.00 Purchase Price: $1,070,000.00 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 15 (months) after Company receives Customer's acceptance of this Proposal as defined below. Other: Unless accepted within 90 days from date of proposal,the right is reserved to withdraw this proposal. ACCEPTANCE OF THIS PROPOSAL CREATES AN ENFORCEABLE BINDING AGREEMENT BETWEEN COMPANY AND CUSTOMER. "ACCEPTANCE" MEANS THAT CUSTOMER DELIVERS TO COMPANY: (A) A PROPOSAL SIGNED BY AN AUTHORIZED REPRESENTATIVE, OR (B) 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 REJEC I ED. INTENDING TO E A BINDING AGREEMENT, Customer and Company have each caused this Proposal to be executed by their lily authorized representaT vesoa the last signature below. Customer:Auglrata,Georgi +!'' cH "% Ten-8 Fire&Safety Equipment of Georgia,LLC ;� � Mca^toFora e'� tie® *. illTitle: I/ 1 r�€ i o" o j Title: Authorized Sales Representative ,cA t ; Print: !,► ► "�� � li i i Print: 12,444-‘ Che-el"" Ike: `///// fU//, 3✓i!%/-%. Date: veto') 14° 1117,74,11. EXHIBIT A PROPOSAL OPTION LIST EXHIBIT B WARRANTY } FRONTLINE COMM UNICATtONS A Division of Pierce Manufacturing Pierce Manufacturing Frontline Communications Pierce Manufacturing,Florida Division 2600 American Drive 12770 44th Street North 1512 38th Avenue East Appleton,Wi 54912 Clearwater,FL 33762 Bradenton,FL 34208 One (1) Year Material and Workmanship Basic Communication Vehicle Limited W rr my 1,LIMITED WARRANTY Notwithstandrg anything to the contrary herein,Frontline makes no warranty Subject tolimitations and exclusions set forth below,Frontline provides the following whatsoever as to: the warranty to the Buyer. (a)any integral parts,components,attachments or trade accessories of or to the product that are not manufactured by Frontline,including but not limited to commercial chassis, medical equipment,and generators;with respect to all such parts,components, attachments and accessories,Frontline shall assign to Buyer the applicable warranties if any,made by the respective manufacturers thereof; Portions of the communication vehicle manufactured by Coverage: Frontline shall be free from defects in material and (b)any vehicle,chassis or component,part,attachment or accessory damaged by workmanship misuse,neglect,fire,exposure to severe environmental or chemical conditions,acidic environment,Improper maintenance,accident,crash,or force majeure such as natural disaster,lghtnirg,earthquake,windstorm,hail,flood,war or riot (e)any vehicle,chassis or component,part,attachment or accessory that has been repaired,altered or assembled in any way by any person or entity other then Frontline Warranty Begins: The date the vehicle is placed In service,or 60 days from the which,in the sole judgment of Frontline,adversely affects the performance,stabifdy or original buyer Invoice date,whichever comes first. purpose for which it was manufactured;or (d)products or pans which may in the ordinary course wearout and have to be replaced Warranty Period during the warranty period,including,but not limited to,;vee,fluids,gaskets and light Ends After: Twelve(iZ)months, bulbs.Fronttne assumes no re aponsliilityfcr the assembly of Its pans or subassemblies into finishing products or vehicles unless the assembly Is performed by Frontline. The original purchaser may void this warranty in pert or in its entirety if the product is repaired or replaced(a)without prior written approval of the Frontline Customer Service Department;or(b)ata faclity which has not been approved by Frontline as to technical usability.Any repairs,modifications,alterations or aftermarket parts added after manufacture without the authorization of Frontline may void this warranty. 2.DISCLAIMERS OF WARRANTIES THE WARRANTY SET FORTH IN PARAGRAPH 1 IS THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY Frontline.Frontline HEREBY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES,WHETHER EXPRESS,IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABiLITY,ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE,AND ANY WARRANTIES Items Excluded: ARISING FROM COURSE'OF DEALING OR USAGE OF TRADE. •Chassis or items supplied by chassis manufacturer. 3.BUYER'S EXLUSNE REMEDY, Conditions and •Tires,tire balancing,or wheel alignments. •General tightening,light bulbs or headlamp adjustments. If the product fails to conform to the warranty set forth in paragraph 1 during the warranty Exclusions: •Separately manufactured items installed by Frontline period,and such nonconformity is not due to misuse,neglect,accident or Improper Including,but not limited to:batteries,sirens,battery maintenance,Buyer must notify Frontline withiniod the time perspecified in paragraph 1, 1 See Also chargers,electrical gear and components,inverters, and shall mance the product available for inspection by Frontline or its designated agent Paragraphs Iightdare and similar y At the request of Frontline,any 2 titre 4 equipment.These are covered b allegedly defective product Shag be returned to Frontline warranties supplied by the manufacturer of the components. by Buyer for examination endtor repair.Buyer shed be responsible for gra cost of such •Normal west,abuse,accident,negligence or unapproved transportation,and for r sic of loss of or damage to the product vexing transportation. alteration of original parts. Within a reasonable time,Frontline shall repair or replace(at Frontke's option and expense)any nonconforming or defective parts.Repay or replacement shall be made only by a facility approved in advance in writing by Frontline.THIS REMEDY SHALL BE THE EXCLUSIVE AND SOLE REMEDY FOR ANY BREACH OF WARRANTY, 4.EXCLUSION OF CONSEQUENTIAL AND INCIDENTAL DAMAGES, Notwithstanding anything to the contrary herein or in any agreement between Frontline and Buyer,IN NO EVENT SHALL Frontline BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL,SPECIAL,INDIRECT,OR PUNITIVE DAMAGES WHATSOEVER, WHETHER ARISING OUT OF BREACH OF CONTRACT,WARRANTY,TORT (INCLUDING NEGLIGENCE AND STRICT UABIUTY)OR OTHER THEORY OF LAW OR EQUITY,WITH RESPECT TO VEHICLES OR OTHER PRODUCTS SOLD BY Frontline,OR THEIR OPERATION OR FAILURE TO OPERATE,OR ANY DEFECTS THEREIN,OR ANY UNDERTAKINGS,ACTS OR OMISSIONS RELATED THERETO, REGARDLESS OF WHETHER Frontline HAS BEEN INFORMED OF THE POSSIBIUTY OF ANY SUCH DAMAGES.Without limiting the generality of the This limited warranty shall apply only if the product is properly maintained In accordance foregoing,Frontline specifically disclaims any liability for property or personal Y fu ry with Fronti ne's maintenance Instructions and manuals and is used in service which is damages,penalties,damages for lost profits or revenues,loss of vehicles or products or normal to the particular model.Normal service means service which does not subject the any associated equipment,cost of substitute vehicles or products,down-time,delay product to stresses or Impacts greater than normally result from careful use.If the Buyer damages,any other types of economic loss,or for any claims by any third party for any discovers a defect or nonconformity,it must notify Frontline In writing within thirty(30) such damages. days after the dateof discovery,but I In any event prior to the expiration of the warranty period.THIS LIMITED WARRANTY MAY NOT BE ASSIGNED OR OTHERWISE Note:Any Surety Bond,ire part of the sale of the vehicle as to which this limited TRANSFERRED BY THE BUYER TO ANY SUBSEQUENT USER OR PURCHASER warranty is provided,applies only to the Frontline Basic One Year Limited Warranty for OR TO ANY OTHER PERSON OR ENTITY. such vehicle,and not to other warranties made by Frontline In a separate document(if any)or to the warranties(if an made by any manufacturer(offer than Frontline)of airy pert,component,attachment or accessory that is incorporated into orattached to the 5/22/2012 WF0001 vehicle. LINE COMMUNICATIONS A Division of Pierce Manufacturing Pierce Manufacturing Frontline Communications Pierce Manufacturing,Florida Division 2600 American Drive 12770 44th Street North 1512 38th Avenue East Appleton,WI 54912 Clearwater,FL 33762 Bradenton,FL 34208 Five (5) Year Pro-Rated Paint and Corrosion i Communication Vehicle Limited Warranty 1.LIMITED WARRANTY Notwithstanding anything to the contrary herein,Frontline makes no warranty Subject to the limitations and exclusions set forth below,Frontline whatsoever as to: provides the Minting warranty to the Buyer (a)any integral parts,components,attachments or trade accessories of or to the product that are not manufactured by Frontline,including but not Unified to commercial chassis, medical equipment,and generators;with respect to all such parts,components, attachments and accessories,Frontline shall assign to Buyer the-applicable warranties,if any,made by the respective manufacturers there Exterior surfaces of the body shall be free from blistering, .. Coverage: peeling,corrosion or any other adhesion defect caused by (b)any vehicle,chassis,or component,part,attachment or accessory damaged by defective manufacturing methods or paint material selection. misuse,neglect,fire,exposure to severe environmental or chemical conditions,acidic environment,Improper maintenance,accident,crash,or force majeure such as natural disaster,lightning,earthquake,windstorm,hail,flood,war or riot; (c)any vehicle,chassis or component,part,attachment or accessory that has been The date of the original t thectinvoice issued when the repaired,altered or assembled in any way by any person.or entity other than Frontline Warranty Begins: purchase ( which,in the sole judgment of Frontline,adversely affects the performance,stability or product ships from factory), purpose for winch it was manufactured;or (d)products or parts which may in the ordinary course wear out and have to be replaced . Warranty Period Five 5 Years the warranty period,including,but not limited to,tires,fluids,gaskets and fight Ends After: () bulbs.Frontline assumes no responsfiity for the assembly of its parts or subassemblies into finishing products orvehicles unless the assembly is performed by Frontline, The original purchaser may void this warranty in part or in its entirety lithe product is repaired or replaced(a)without prior written approval of the Frontline Customer Service This limited warranty is app0eabte to the vehiclein the Department;or(b)at a facility which has not been approved by Frontline as to technical following percentage costs of warranty repair,if any: capability.Any repairs,modifications,alterations or aftermarket parts added after manufacture without the authorization of Frontline may void this warranty. Topcoat Durability&Appearance:Gloss,Color Retention& Z DISCLAIMERS OF WARRANTIES I Cracking 0.36 months 100% THE WARRANTY SET FORTH IN PARAGRAPH lift'rIB SOLE AND E) LUSiVE 37.48 months 50% WARRANTY GIVEN BY Frontline,Frontline HEREBY DISCLAIMS AND EXCLUDES 49-60 months 26% ALL OTHER WARRANTIES,WHETHER EXPRESS,IMPUED OR STATUTORY, INCLUDING WITHOUT UMITATION ANY WARRANTY OF MERCHANTABILITY,ANY a Integrity of Coating System:Adhesion,Blistering/Bubbling WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE,AND ANY WARRANTIES 1 0-36 months 100% ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. 37-48 months 50% 49-60 months 26% 3,BUYER'S EXCLUSIVE REMEDY, Conditions and If the product fails to conform to the warranty set forth in paragraph 1 during the warranty Exclusions: Corrosion:Dissimilar Metal and Crevice period,and such nonconformity is not due to misuse,neglect,accident or Improper 0.36 months 100% maintenance,Buyer must notify Fronfvie won the time period specified lin paragraph f, See Also 37-48 months 50% and shall make the product available for inspection by Frontline or its designated agent. Paragraphs 49.60 menthe 25% At the request of Frornti te,any allegedly defective product shall be returned to Frontline 2 thru 4 Corrosion Perforation by Buyer iso'exehination and/Orrepalc Buyer be responsible for the coat of such o months 1 W% transportation,and for risk of loss of or damage to the product dung transportation.0-6 Within a reasonable time,Fro ntine shall repair or replace(at Frondine's option and This limited warranty applies only to exterior paint.Paint on expense)any nonconforming or defective parts.Repair or replacement shall be made only by a facility approved in advance in writing by FrontiMe,THIS REMEDY SHALL BE the vehicle's interior is warranted only under the Basic One THE EXCLUSIVE AND SOLE REMEDY FOR ANY BREACH OF WARRANTY. Year Limited Warranty. Items not covered by this warranty include: 4,EXCLUSION OF CONSEQUENTIAL AND INCIDENTAL DAMAGES, (a)Damage from lack of maintenance and cleaning(proper Notwithstanding anything to the contrary herein or in any agreement between Frontline cleaning and maintenance procedures are detailed In the and Buyer,IN NO EVENT SHALL Frontline BE UABLE FOR ANY CONSEQUENTIAL Pierce operation and maintenance manual). INCIDENTAL SPECIAL,INDIRECT,OR PUNITIVE DAMAGES WHATSOEVER, (b)UV paint fade. WHETHER ARISING OUT OF BREACH OF CONTRACT,WARRANTY,TORT (c)Any cab not refinished by Frontline, (INCLUDING NEGLIGENCE AND STRICT LIABILITY)OR OTHER THEORY OF LAW OR EQUITY,WITH RESPECT TO VEHICLES OR OTHER PRODUCTS SOLD SY Frontline,OR THEIR OPERATION OR FAILURE TO OPERATE,OR ANY DEFECTS THEREIN,OR ANY UNDERTAKINGS,ACTS OR OMISSIONS RELATED THERETO, REGARDLESS OF WHETHER Frontline HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES.Without limiting the generality of the This limited warranty shall apply only if the product is properly maintained in accordance foregoing,Frontline specifically disclaims any liabiiy for property or personal injury with FrontMe's maintenance instructions and manuals and is used in service witch is damages,penalties,damages for lost profits or revenues,loss of vehicles or products or normal to the particular model.Normal service means service which does not subject the any associated equipment,cost of substitute vehicles or products,down-time,delay product to stresses or impacts greater than normally result from careful use.If the Buyer damages,any other types of economic loss,or for any claims by any third party for any discovers a defect or nonconformity,it must notify Frontline in writing within thirty(30) such damages. days after the date of discovery,but in any event prior to the expiration of the warranty period.THIS LIMITED WARRANTY MAY NOT BE ASSIGNED OR OTHERWISE Nora Any Surety Bond i!a part ofthe sate of the vehicle as to which this limited TRANSFERRED BY THE BUYER TO ANY SUBSEQUENT USER OR PURCHASER warranty is provkleo applies only to the Frontline Basic One Year Urnhted Warranty OR TO ANY OTHER PERSON OR ENTITY. such vehicle,and not to care iwarranties mauls.by Frontline M a sapavete document(d any)or to the wananties(f any)made by any nnartufaddrar(otherthan Frontline)of any pad,component,attachment or accessory that is incorporated into or attached to the 5/22/2012 WF0003 • FRONTLINE c ✓QM MUNI CAT i ONS A Division of Pierce Manufacturing Pierce Manufacturing Frontline Communications Pierce Manufacturing,Florida Division 2600 American Drive 12770 44th Street North 1512 38th Avenue East Appleton,Wi 54912 Clearwater,FL 33762 Bradenton,FL 34208 Ten (10) Year Communication Vehicle Modular Body Structural Integrity Limited Warranty 1,LIMITED WARRANTY Notwithstanding anything to the contrary herein,Frontline makes no warranty Subject to the limitations and exchisions set forth below,Frontlineprovides the following whatsoever as to: warranty to the Buyer. (a)any integral parts,components,attachments or trade accesserlea of or to the product that are not manufactured by Frontine,including but not limited to commercial chassis, medical equipment,and generators;with respect to all such parts,components, Each new modular communication vehicle body shall be attachments and accessories,Frontline shell assign to Buyer the epptcable warranties,if structurally sound and free of all structural defects of both any,made by the respective manufacturers thereof; material and workmanship. Coverage: The modular body shall maintain such structural integrity for (b)any vehicle;chassis,or component,part,attachment or accessory damaged by a period equal to the term of service of the vehicle to the misuse,neglect,fire, exposure to severe environmental or chemical conditions,acidic original purchaser. environment,improper maintenance,accident,crash,or force majeure such as natural cfsaster,lightning,earthquake,windstorm,hat,flood,war or riot (c)any vehicle,chassis or component,part,attachment or accessory that has been The date of the original purchase invoice(issued when the repaired,altered or assembledin any way.by any person or entity other than Frontline Wa ty Begins: ( witch,in the sole judgment of Franifine,adversely affects the performance,stability or product ships from the factory). purpose for which it was manufactured;or (d)products or pens which may in the ordinary course wear out and have to be replaced Warranty Period Ten(10)Years or during the warranty period,including,but not limited to,tees,fluids,gaskets and fight Ends After. 120,000 miles bulbs.Frontline assumes no responsibility for the asset',,yof its parts or subassembtes into finishing products or vehicies unless the assembly is performed by Frontline. e. The original purchaser may void this warranty in pet or in its entirety lithe product Is repaired or replaced(a)without prior written approval at the Frontline Customer Service Department;or(b)at facility which has not been approved by frontline as to technical capability.Any repairs,modifications,alterations or aftermarket parts added after manufacture without the authorization of Frontline may void this warranty. 2,DISCLAIMERS OF WARRANTIES THE WARRANTY SET FORTH IN PARAGRAPH 1 IS THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY Frontline.Frontline HERESY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES,WHETHER EXPRESS,IMPLIED OR STATUTORY, INCLUDING WITHOUT UMITATION ANY WARRANTY OF MERCHANTABILITY,ANY WARRANTY OF FITNESS FOR PARTICULAR PURPOSE,AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. 3,BUYER'S EXCLUSIVE REMEDY, Conditions and If the product fails to conform to the warranty set forth hi paragraph 1 during the warranty Exclusions: Paint finish,hardware,fiberglass components,moldings, period,and such nonconformity is not due to misuse,neglect,accident o improper See Also windows and other appointments and accessories are maintenance,Buyer must rotryFrontline within the time period specified in paragraph i, Paragraphs excluded. and shah make the product available for inspection by Frontline or its agent designated g At the request of Frontline,any allegedly defective product shall be returned to Frontline 2 thru 4 by Buyer for examination and/or repair,Buyer shall be responsible for the cost of such transportation,and for risk of loss of or damage to the product during transportation, Within a reasonable time,Frontline Shia repair or replace(at Fro/line's option and expense)any nonconforming or defective parts.Repair or replacement shall be made only by a factily approved in advance in writing by Frontline.THIS REMEDY SHALL BE THE EXCLUSIVE AND SOLE REMEDY FOR ANY BREACH OF WARRANTY. 4,EXCLUSION OF CONSEQUENTIAL AND INCIDENTAL DAMAGES 1 Notwithstanding anything to the contrary herein or in any agreement.between Frontine and Buyer,IN NO EVENT SHALL Frontine RELIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL,SPECIAL INDIRECT,OR PUNITIVE DAMAGES WHATSOEVER. WHETHER ARISING OUT OF BREACH OF CONTRACT,WARRANTY,TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY)OR OTHER THEORY OF LAW OR EQUITY,WITH RESPECT TO VEHICLES OR Mit ft PRODUCTS SOLD BY Frontline,OR THEIR OPERATION OR FAILURE TO OPERATE,OR ANY DEFECTS THEREIN,OR ANY UNDERTAKINGS,ACTS OR OMISSIONS RELATED THERETO, REGARDLESS OF WHETHER Frontline HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES.Without limiting the generally of the This limited warranty shall apply onyif the product is properly maintained in accordance foregoing,Frontline specifically disclaims any liability for property or personal injury with Frontli ne's maintenance instructions and manuals and is used in service which is damages,penalties,damages for lost profits or revenues,loss of vehicles or products or normal to the particular model.Normal service means service which does not subject the any associated moment cost of substitute vehicles or products,dam-Rime,e,delay product to stresses or impacts greater than normally result from careful use.If the Buyer damages,any other types of economic loss,or for any claims by any third party for any discovers a defect or nonconformity,it must notify Frontline in writing w(dnrrihirty(30) such damages. days after the date of discovery,but in any event prior to the expiration of the warranty period.THIS LIMITED WARRANTY MAY NOT BE ASSIGNED OR OTHERWISE Note.Any Surety Bond,lie part of Me sale of the vehicle as to which this limited TRANSFERRED BY THE BUYER TO ANY SUBSEQUENT USER OR PURCHASER warranty Is provided,applies only to the Frontline Bask One Year Limited Warranty for OR TO ANY OTHER PERSON OR ENTITY, such vehicle,and not to other warranties made by Frontline in a separate document(if any)orto the wantMfies(If any)made by any manufacturer(other than Frontline)of any pad,camporwnt,attachment oraccessory Maths incorporated Into or attached to the vehicle' 5/22/2012 WF0004 FRONTLINE COMMUNICATIONS A Division of Pierce Manufacturing Pierce Manufacturing Frontline Communications Pierre Manufacturing,Florida Division 2600 American Drive 12770 44th Street North 1512 38th Avenue East Appleton,Wi 54912 Clearwater,FL 33762 Bradenton,FL 34208 Two (2) Year Electrical Communication Vehicle Limited rr n 1.UMITED WARRANTY I. Notwithstanding anything to the contrary herein,Frontline makes no warranty whaterSubject to the limitations and exclusions set forth below,Frontline provides the following �� as to. warranty to the Buyer: (a)any integral pans,components,attachments or trade accessories of or to the product that are not manufactured by FroMSne,including but not limited to commercial chassis, medical equipment,and generators;with respect to all such parts,components, attachments and accessories,Frontline shall rusks"to Buyer the applicable warranties,if any,made by the respective manufacturers thereof; Coverage: The electrical system on each new communication vehicle (b)any vehicle,chassis,or component,part,attachment or accessory damaged by shall be free from defects in materials and workmanship. misuse,neglect fie,exposure to severe environmental or chemical conditions,acidic environment,improper maintenance,accident,crash.or force majeure such as natural disaster,lightning,earthquake,windstorm,hail,flood,war or riot; . (c)any vehicle,chassis or component part,attachment or accessory that has been The date of the original purchase invoice issued when the repaired,altered or assembled in any way by any person or entity other than Frontline Warranty Begins: ( which,in the s lejudgment of Frordpne,adversely strode the performance,stability or 11 product ships from the factory), purpose for which it was manufactured;or WarrantyPeriod Two(2)Years or (d)products or rts which may in the ordinary course wear out and have to be replaced gwarranty period,including,but not limited to,tires,fluids,gaskets and light Ends After: 24,000 miles bulbs.Frontline assumes no responability for the assembly of its parts or subasaemblee Into finishing products or vehicles unless the assembly is performed by Fro ntine. The original purchaser may void this warranty In pal or in itsentirety if the product is repaired or replaced(a)without prior written approval of the Frontline Customer Service Department;or(b)'ata facility which has not been approved by Frontline as to technical capability.Any repairs,modifications,alterations or afteMisket parts added after manufacture without the authorization of Frontline may void this warranty. The obligation of Fronthlna under this warranty is limited to 2.DISCLAIMERS OF WARRANTIES repairing or replacing,at its option,any part or parts thereof THE WARRANTY SET FORTH IN PARAGRAPH 1 IS THE SOLE AND EXCLUSIVE which shall,after delivery of such communication vehicle to WARRANTY GIVEN BY Frontline..Frontline HEREBY DISCLAIMS AND EXCLUDES the original retail purchaser,be returned with transportation ALL OTHER WARRANTIES,WHETHER EXPRESS,IMPLIED OR STATUTORY, charges prepaid to an autiroHzed Frontline distributor,and INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY,ANY which examination shall disclose to have been defective. WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE,AND.ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. Items included: •Electrical harnesses and harness Installation ,,BUYER'S EXCLUSIVE RENEW, Conations and •input/Output Modules Exclusions: •Connections and Terminations Ii the product fats to conform to tlhe wearer tyset forth in paragraph 1 during the warranty period,and such nonconformity Is not due to misuse,neglect accident or improper items excluded: maintenance,Buyer must notify Frontline within the time period specified in paragraph 1, See Also •Chassis electrical systems and components Installed by and shaft make the product available for inspection by Frontline or its designated agent. Paragraphs chassis manufacturer. At the request of Frontline,any allegedly defective product shall be returned to Frontline 2 turn 4 •Separately manufactured items installed by Frontline 4y Buyer feu examination and/or repair.Buyer shaft be responsibie for the coat of such including,but not limited to;batteries,sirens,battery transportation,and for risk of toss of or damage to the product duing transportation. chargers,electrical gear and components,displays, Within a reasonable time,Frontline chap repair or replace(at Frondina's option mut Inverters,light bars and similar equipment These are expense)any nonconforming or defective palls.Repot or replacement shed be made covered by warranties supplied by the manufacturer of the only by a facility approved in advance inwriting by Frond re.THIS REMEDY SHALL BE components. THE EXCLUSIVE AND SOLE REMEDY FOR ANY BREACH OF WARRANTY. •Periodic tightening and cleaning of connection terminals as this is considered routine maintenance. 4,EXCLUSION OF CONSEQUENTIAL AND INCIDENTAL DAMAGES. •Normal wear,abuse,accident,negligence or unapproved ; alteration of original parts. Notwithstanding anything to the contrary herein or in any agreement between Frontline and Buyer,IN NO EVENT SHALL Frontline BE LIABLE.FOR ANY CONSEQUENTIAL, INCIDENTAL,SPECIAL,INDIRECT,OR PUNITIVE DAMAGES WHATSOEVER, WHETHER ARISING OUT OF BREACH OF CONTRACT,WARRANTY,TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY)OR OTHER THEORY OF LAW OR EQUITY,WITH RESPECT TO VEHICLES OR OTHER PRODUCTS SOLO'BY Frontline,OR THEIR OPERATION OR FAILURE TO OPERATE,OR ANY DEFECTS THEREIN,OR ANY UNDERTAKINGS,ACTS OR OMISSIONS RELATED THERETO, REGARDLESS OF WHETHER Frontline HAS BEEN INFORMED OF THE united warranty shall POSSIBILITY OF ANY SUCH DAMAGES,Without limiting the generailty of the This apply only if the product is properly maintained In accordance foregoing,Frontline specifically disclaims any liability for property or personal injury with Fron tiine'a maintenance instructions and manuals and is used in service which Is damages,penalties,damages for lost profits or revenues,loss of vehicles or products or normal to the particular model Normal service means service witch does not subject the any associated equipment,cost of aubetitute vehicles or products,dcwn•tine,delay product to stesses or impacts greater than normally result from careful use.If the Buyer damages,any other types of economic loss,or for any claims by any third party for any discovers a defect or nonconformity,it must notify Frontline in writing within thirty(30) such damages. days after the date of discovery,but In any event prior to the expiration of the warranty period.THIS LIMITED WARRANTY MAY NOT BE ASSIGNED OR OTHERWISE Note:Any Surety Bond,Na part of the sale of the vehicle as to which this limited TRANSFERRED BY THE BUYER TO ANY SUBSEQUENT USER OR PURCHASER weevilly is provided,:applies only to the Frontline Basic One Year Limited Warranty for OR TO ANY OTHER PERSON OR ENTITY. such vehicle,and not to other warranties made by Frontline in a separate document(N any)tufo Me warranties(if any)mad by any manufacturer(otherthanFronHtne)of any part,component,attachment or accessory that is incorporated into or attached to the , 5/22/2012 WF0002 vehicle. FRONTLINE CooriwUNICATI0NS A.Division of Pierce Manufacturing Pierce Manufacturing Frontline Communications Pierce Manufacturing,Florida Division 2600 American Drive 12770 44th Street North 1512 38th Avenue East Appleton,Wi 54912 Clearwater,FL 33762 Bradenton,FL 34208 Five (5) Year Fabricated Parts Communication Vehicle Limited 1.LIMITED WARRANTY Notwithstanding anything to the contrary herein,Frontikw males no warranty Subject to the limitations and ewdusbns set forth below,Frontltuprovides the following whatsoever as to: warranty to the Buyer. (a)any integral parts,components,attachments or trade accessories of or to the product that are not manufactured by Fronting,Inducing but not lusted to commercial chassis, medical equipment,and generators;with respect to all WWI parts,component*, attachments and accessories,Frontline stud assign to Buyer the applicable warranties,it any,made by the respecttw manufacturers thereof; Compartments,compartment doors,and I/O panel doors Coverage: fabricated by Frontline shall be fres from detects in material (b)any vehicle,chasale,or component.Part,attachment or accessory damaged by and workmanship misuse,mutest,fire,exposure to severe environments'or chemical candidate,aerie environment,Improper mantenace,accident,crash,or force majeure such as natural disaster,Ightntng,earthquake,windstorm,hal,flood,war or riot (c)any vehicle,chassis or component,part,attachment or accessory that has been repaked,abated or assembled in any way by any person or entity other than Frontline Warranty Begins: The date the vehicle is placed in service,or 80 days from the which,in the sole jxigment of Frontline,adversely affects the performance,stabtity or original buyer invoice date,whichever comes first. purpose forwhich it was manufachaad;or (d)products or parts whbit may in ordinary course wearout and have to be replaced Warranty Period (5)Flus Years or80,000 miles during the warranty period,Inducing,but not limited to,they,fl ,gaskets and light Ends After: buts.Frontline asatyrea no respwrslbliky for the assembly of its parts or subassemblies Into finishing products or vehicles unless the assembly is performed by Frontline. The original purchaser may void this warranty lin pert or ii its entirety if the product is repaired or replaced(a)without prior written approval of the Frontline Customer Service iDepartment or(b)at a'entity which hes not bean approved by Frenula as to technical capabrity.Any repairs,modtltcationa,aterations or aftermarket parts added aftr manufacture witoutthe-authorization of gratin may void this warranty. 2.DISCLAINERS OF WARRANTIES THE WARRANTY SET FORTH IN PARAGRAPH 1 IS THE BOLE AND EXCLUSIVE WARRANTY GIVEN BY Frontlne.Frontline HEREBY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES,WHETHER EXPRESS,IMPLIED OR STATUTORY, INCWDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABIUTY,ANY WARRANTY OF FITNESS FOR PARTICULAR PURPOSE,AND ANY WARRANTIES Items Excluded: ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. •Chassis or items supplied by chassis manufacturer. 3.BUYER'S EXCLUSIVE REMEDY, Conditions and •Tires,tire balancing,or wheel alignments. Exclusions: •General tightening,light bulbs or headlamp adjustments. If the product fops to conform to the warranty set forth n paragraph 1 during the warranty •Separably manufactured Items installed by Frontline gated,and such nonconformity is not due to misuse,neglect,accident or improper See Also including,but not limited to:batteries,sirens,battery maintenance,Buyer must notify Frontline within the time period spectied n paragraph 1, the Paragraphs chargers,electrical gear end components,inverters, and shall makeproduct available for Inspection by Frontline or its designated agent 2 thou 4 iightbsre and similar equipment.These are covered by Al the request of Frertline,any allegedly defective product shall be returned to Frontline warranties supplied by the manufacturer of the components. by Buyer for examination ancuor repsi.Buyer diel be responsible for cost of such •Normal wear,abuse,accident,negligence or unapproved transporbafiar,end for risk of loss of or damage to the product during transportation, alteration of original partsWithin a reasonable time.Montilla shall repair or replace(at Frrzllne's option and expense)any nonconforming or detective parts.Repair or replacement shall be mars only by a faciltyapproved in advance in writing by Frtnttne.THIS REMEDY SHALL BE THE EXCLUSIVE AND SOLE REMEDY FOR ANY BREACH OF WARRANTY, 4.EXCLUSION OF CONSEQUENTIAL AND INCIDENTAL DAMAGES, Notwlthetanditg anything to the contrary herein or In anyagreernent between Frontine and Buyer,iN NO EVENT SHALL Frontline BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL,SPECIAL,INDIRECT,OR PUNITIVE DAMAGES WHATSOEVER, WHETHER ARISING OUT OF BREACH OF CONTRACT,WARRANTY,TORT (INCLUDING NEGLIGENCE AND STRICT L ABIUTY)OR OTHER THEORY OF LAW OR EQUITY,WITH RESPECT TO VEHICLES OR OTHER PRODUCTS SOLD BY Frontline,OR THEiR OPERATION OR FAILURE TO OPERATE,OR ANY DEFECTS THEREIN,OR ANY UNDERTAKINGS,ACTS OR OMISSIONS RELATED THERETO, REGARDLESS OF WHETHER Frontline HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES,Without Ombra)the generality of the This limited warranty shal apply only if the product is property maintained lin accordance foregoing,Frontline specifically disclaims any liability for property or personal k¢ury with Frontne's maintenance Instructions and manuals and is used In service which is damages,pendia*,demos"for bat profits or revenues,bas of vehicles or products or a normal to the particular model.Normal service means service which does not abject the any associated equipment,cost of subsittute vehicles or products,down-time,delay product to stresses or impacts greater than normally riot from careful use,lithe Buyer damages,any other types of economic loss,or for any claims by any tlnid party for any discovers a defect or nonconformity,It must notify Frontline in writing within thirty(30) such damages. days after the date of discovery,but in any event prior to the expiration of the warranty period.THIS LIMITED WARRANTY MAY NOT BE ASSIGNED OR OTHERWISE Note:Any Surety Bond,If a part of the sale of the vehicle as to which this limited TRANSFERRED BY THE BUYER TO ANY SUBSEQUENT USER OR PURCHASER warranty is provider(applies only to the Frontline Basic One Year Limited Warranty for OR TO ANY OTHER PERSON OR ENTITY. such vehicle,and not to other warranties made by Frontline in a separate document(if any)or to the warranties Of any)made by arty manufacturer(other than Frontine)ofany pad,component,attachment or accessory that is Incorporated into or attached to the 9/3(2014 WF0020 vehicle. Q _ , EXHIBIT C PURCHASING TERMS AND CONDITIONS PURCHASING TERMS AND CONDITIONS (Georgia) 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 Equipment of Georgia,LLC,a Georgia corporation ("Company")and Customer(as defined in Ten-8 Fire& Safety Equipment of Georgia,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 "party" or collectively as the "parties." 1. Definitions. a. "Acceptance"has the same meaning set forth in Company's Equipment Proposal. b. "Company's Equipment Proposal"means the Equipment Proposal provided by Company and prepared in response to Augusta,Georgia's request for RFP 18-147 Mobile Emergency Operations Center. 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 non- party customer(including,but not limited to such non-party customer's equipment proposal, its applicable exhibits,attachments and purchasing 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 physical possession of the Product to Customer. e. "Manufacturer"means the Manufacturer of any Product. f. "Prepayment Discount" means the prepayment discounts, if any, specified in Company's Equipment Proposal. g. "Product"means the fire apparatus and any associated equipment,or ambulance manufactured or furnished 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 and shall include Customer's request for proposal. 2. Purpose. 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 terminate upon Delivery and payment in full of the Purchase Price. 4. Purchase and Payment. Customer agrees to pay Company the Purchase Price for the Product(s) as set forth in Company's Equipment Proposal("Purchase Price"). The Purchase Price is in U.S.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 time frame 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. 6. Cancellation/Termination. a. Fire Equipment and Apparatus Sales. In the event this 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) 12% 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 the manufacturing 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 Customer's Acceptance of Company's Equipment Proposal. 7. Delivery. The Product is scheduled to be delivered as specified in the Delivery Timing 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, 8. 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, WHETHER ORAL OR WRITTEN,EXPRESS,IMPLIED OR STATUTORY. WITHOUT LIMITING 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 OR IN 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 `FHE CLAIM OR THE UNDERLYING THEORY OR CAUSE OF ACTION(WHETHER IN 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 nor deemed to be in default on account of delays in performance due to causes which are beyond Company's control which make Company's performance impracticable, including but not limited to civil wars,insurrections,strikes,riots,fires, storms,floods,other acts of nature, explosions, earthquakes, accidents, including transportation or delivery losses outside of Company's control, any act 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 certificates,acts of God or the public enemy or terrorism,failure of transportation,epidemics,quarantine restrictions, failure of vendors(due to causes similar to those within the scope of this clause)to perform their contracts or labor troubles causing cessation,slowdown,or interruption of work. 11. 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 becoming insolvent or becoming subject to bankruptcy or insolvency proceedings; (d) any representation made by either party to induce the other 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 contract or agreement with Company. 13. Manufacturer's Statement of Origin. Company shall retain possession of the manufacturer's statement of origin ("MSO") for the Product until the entire Purchase Price has been paid. If 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 full. 14. Arbitration. Any controversy or claim arising out of or relating to this Agreement,or the(.,reach thereof,shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s)may be entered in any court having jurisdiction thereof. The Arbitration shall take place in Augusta,Georgia. 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 prior written approval of the other party. This Agreement and all transactions between Ten-8 Fire&Safety Equipment of Georgia LLC will be governed by and construed in accordance with the laws of the State of Georgia. The delivery of 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 duly authorized representatives of both parties with authority to sign such amendments to this Agreement. In 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 term of this Agreement is determined to be invalid 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. 16. Assignment. Neither this Agreement nor any rights or obligations hereunder shall be assigned by either party without prior written consent of the other party, except that this Agreement may be assigned without consent to the survivor in any merger or other business combination including either party, or to the purchaser of all or substantially all of the assets of either party. 17. Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors,assigns(where permitted),and transferees. 18. Notices. All notices required or permitted by this Agreement shall be in writing and shall be deemed to have been given: (i) on the day received, if personally delivered; (ii) on the day received if sent by a recognized overnight delivery service,according to the courier's record of delivery;and(iii)on the 5th(fifth)calendar day after the date mailed by certified or registered mail. Such notices shall be addressed as follows: Customer: Augusta,Georgia Fire Department Fire Chief 3117 Deans Bridge Road Augusta,GA 30906 With copy to: Augusta,Georgia Law Department General Counsel 535 Telfair Street,Building 3000 Augusta,Georgia 30901 Company: Ten-8 Fire&Safety Equipment of Georgia LLC. Vice President of Apparatus Sales 2904 59th Ave.Dr.E. Bradenton,FL 34203 Either party may change its address for notices under this Agreement by giving written notice of such change to the other party in accordance with the terms of this section. 19. Governing Law and Venue. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of the State of Georgia,notwithstanding any conflicts of law rules to the contrary. All claims, disputes, and other matters in question between Customer and Company arising out of or relating to the Agreement, or the breach thereof,that are not otherwise decided by the dispute resolution methods contained herein,shall be decided in the Superior Court of Richmond County,Georgia or the United States District Court for the Southern District of Georgia,Augusta Division. Company,by executing this Agreement, specifically consents to jurisdiction and venue in Richmond County and waives any right to contest the jurisdiction and venue in Richmond County,Georgia. 20. Integration of Terms.This instrument together with all attachments,exhibits and schedules constitutes the entire agreement between the parties, and supersedes all prior negotiations, commitments, representations and undertakings of the parties with respect to its subject matter. RFP#18-147 and Company's response thereto are hereby incorporated as though fully stated herein and are part of this instrument. Priority of documents shall be: (1)this Agreement,(2)RFP#18-147,and(3)Company's response to RFP#18-147. 21. Amendment and Waiver. This Agreement may be amended or modified only by an instrument signed by all of the parties. A waiver of any provision of this Agreement must be in writing, designated as such,and signed by the party against whom enforcement of the waiver is sought. The waiver of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent or other breach thereof. 22. Severability.If any provision of this Agreement shall not be valid for any reason,such provision shall be entirely severable from,and shall have no effect upon,the remainder of this Agreement. Any such invalid provision shall be subject to partial enforcement to the extent necessary to protect the interest of the parties hereto. 23. Third Party Beneficiaries. There are no third-party beneficiaries to this Agreement. 24. Counterparts. This Agreement may be executed in multiple counterparts by a duly authorized representative of each party. 25. Survival. All terms which by their nature survive termination shall survive termination or expiration of the Agreement. 26. Prohibition Against Contingent Fees. Company warrants that no person or selling agency has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by Company for the purpose of securing business and that Company has not received any non-Customer fee related to this Agreement without prior written consent of Customer. For breach or violation of this warranty,Customer shall have the right to annul this Agreement without liability or at its discretion deduct from the Compensation the full amount of such commission,percentage,brokerage,or contingent fee. 27. Temporary Suspension or Delay of Performance of Contract. To the extent that it does not alter the scope of this Agreement, Customer may unilaterally order a temporary stopping of the work or delay of the work to be performed by Company under this Agreement. 28. Company Insurance. Company shall at all times that this Agreement is in effect,caused to be maintained in force and effect an insurance policy(s)that will ensure and indemnify Augusta against liability or financial loss resulting from injuries occurring to persons or property or occurring as a result of any negligent error,act,or omission of Company in performance of the work during the term of this Agreement. Company shall provide, at all times that this Agreement is in effect,insurance with limits of not less than: i. Workmen's Compensation Insurance:in accordance with the State of Georgia; ii. Liability Insurance: in an amount of not less than One Million($1,000,000)Dollars or an amount that correlates to the aggregate fee on the project should it exceed$1,000,000. All policies of insurance required under this Paragraph will provide that they may not be canceled nor the coverage materially changed without thirty(30)days prior written notice to Customer. 29. Modification or amendment. Company acknowledges that this contract and any changes to it by amendment, modification, change order or other similar document may have required or may require the legislative authorization of the Board of Commissioners and approval of the Mayor.Under Georgia law,Company is deemed to possess knowledge concerning Augusta, Georgia's ability to assume contractual obligations and the consequences of Company s provision of goods or services to Augusta, Georgia under an unauthorized contract, amendment, modification, change order or other similar document, including the possibility that the Company may be precluded from recovering payment for such unauthorized goods or services. Accordingly, Company agrees that if it provides goods or services to Augusta, Georgia under a contract that has not received proper legislative authorization or if the Company provides goods or services to Augusta,Georgia in excess of the any contractually authorized goods or services,as required by Augusta,Georgia's Charter and Code,Augusta,Georgia may withhold payment for any unauthorized goods or services provided by Company.Company assumes all risk of non-payment for the provision of any unauthorized goods or services to Augusta, Georgia, and it waives all claims to payment or to other remedies for the provision of any =authorized goods or services to Augusta, Georgia,however characterized, including,without limitation,all remedies at law or equity, 30. Local Small Business Program. In accordance with Chapter 10B of the Augusta,GA. Code,Company agree to collect and maintain all records necessary to for Augusta,Georgia to evaluate the effectiveness of its Local Small Business Opportunity Program and to make such records available to Augusta, Georgia upon request The requirements of the Local Small Business Opportunity Program can be found at www.augustaga.gov. In accordance with AUGUSTA, GA. CODE, Company shall report to Augusta, Georgia the total dollars paid to each subcontractor, vendor, or other business on each contract, and shall provide such payment affidavits, regarding payment to subcontractors,if any,as required by Augusta,Georgia. Such utilization reports shall be in the format specified by the Director of Minority and Small Business Opportunities,and shall be submitted at such times as required by Augusta, Georgia. Required forms can be found at www.augustaga.gov. If you need assistance completing a form or filing information,please contact the Local Small Business Opportunity Program Office at(706)821-2406. Failure to provide such reports within the time period specified by Augusta, Georgia shall entitle Augusta,Georgia to exercise any of the remedies set forth,including but not limited to,withholding payment from the contractor and/or collecting liquidated damages.