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<br />7400 Reese Road, Sacramento, CA 95828 | Office 916.330.1638 | Fax 916.330.1649
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<br />Page 3 of 3
<br />ACCEPTING THIS PROPOSAL
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<br />In the event Customer wishes to purchase the Product described in this Proposal and the attached specifications, then, prior to the expiration
<br />date listed on page 2 of this Proposal, Customer shall sign and return this Proposal. Thereafter, GSFA and Customer will endeavor to enter into
<br />a purchase agreement incorporating this Proposal and including additional terms (a “Purchase Agreement”). If Customer returns a signed copy
<br />of this Proposal alone, GSFA will send Customer its form of Purchase Agreement for Customer’s review and signature. If Customer desires to
<br />use its standard form of purchase order as the Purchase Agreement, then Customer should return a signed copy of this Proposal along with a
<br />copy of such purchase order. All purchase orders shall be made out to GSFA. GSFA will review such purchase order and contact the Customer
<br />regarding any required revisions. Only upon a full execution of a Purchase Agreement shall GSFA and Customer be obligated to purchase and
<br />sell the Product set forth in this Proposal.
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<br />TERMS AND CONDITIONS
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<br />The following Terms and Conditions are hereby made part of this Proposal:
<br />1. Payment Terms, 100% Pre-Payment at Time of Order –
<br />Customer shall pay the amount listed on page 2 of this Proposal,
<br />which includes: (i) the total price for the Product (the “Purchase
<br />Price”) less the Pre-Payment discount, (ii) the estimated state
<br />sales tax on the Product, and (iii) the California tire fee (together
<br />with the Purchase Price and estimated state sales tax, the “Grand
<br />Total”) within fifteen (15) calendar days from the date on which
<br />the Purchase Agreement is fully executed. In the event Customer
<br />does not pay GSFA the Grand Total in the timeframe set forth in
<br />this Section 1, Customer shall not receive the Pre-Payment
<br />discount shown on page 2 of this Proposal and GSFA may, in its
<br />sole discretion cancel the Purchase Agreement entered into
<br />between the parties.
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<br />2. Multiple Unit Purchase – If the Purchase Price includes pricing
<br />for multiple units, the price stated on this Proposal shall only be
<br />valid if the quantity of Products being proposed are purchased at
<br />the same time, pursuant to the same Purchase Agreement.
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<br />3. Stock / Demo Units – If applicable, any stock/demo units,
<br />including those identified by this Proposal, are available for sale
<br />on an as-is, first-come and first served-basis. Regardless of this
<br />Proposal, the first Customer to enter into a Purchase Agreement
<br />identifying any such stock/demo unites shall obtain said units.
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<br />4. Order Changes – The Customer may request that GSFA
<br />incorporate a change to the Product or the Specifications for the
<br />Product by delivering a written change order to GSFA, which shall
<br />include a description of the proposed change sufficient to permit
<br />GSFA to evaluate the feasibility of such change (a “Change
<br />Order”). GSFA will provide Customer a written response (a
<br />“Response”) stating (i) whether GSFA will accommodate such
<br />Change Order (which GSFA may decide in its sole and absolute
<br />discretion) and (ii) the terms of the modification to the order,
<br />including any increase or decrease in the Purchase Price resulting
<br />from such Change Order, and any effect on production scheduling
<br />or Delivery resulting from such Change Order. Customer shall
<br />have seven (7) days after receipt of the Response to notify GSFA
<br />as to whether Customer desires to make the changes GSFA has
<br />approved in the Response. In the event Customer counter-signs
<br />GSFA’s Response, Customer shall pay the increase (or be
<br />refunded the decrease) in the Purchase Price prior to final
<br />delivery to Customer location.
<br />5. Force Majeure – GSFA shall not be responsible nor deemed to
<br />be in default on account of delays in performance due to causes
<br />which are beyond GSFA’s and manufacturer’s control and which
<br />make GSFA’s performance impracticable, including but not limited
<br />to wars, insurrections, strikes, riots, fires, storms, floods, other
<br />acts of nature, explosions, earthquakes, accidents, any act of
<br />government, delays in transportation, inability to obtain
<br />necessary labor supplies or manufacturing facilities, allocation
<br />regulations or orders affecting materials, equipment, facilities or
<br />completed products, failure to obtain any required license or
<br />certificates, acts of God or the public enemy or terrorism, failure
<br />of transportation, epidemics, quarantine restrictions, failure of
<br />vendors (due to causes similar to those within the scope of this
<br />clause) to perform their contracts or labor troubles causing
<br />cessation, slowdown, or interruption of work.
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<br />6. Cancellation/Termination – In the event Customer and GSFA
<br />enter into a Purchase Agreement and Customer thereafter
<br />cancels or terminates the Purchase Agreement, GSFA will charge
<br />a cancellation fee as follows: (a) 10% of the Purchase Price after
<br />order is accepted and entered by GSFA; (b) 20% of the Purchase
<br />Price after completion of the pre-construction phase of the order
<br />process; and (c) 50% of the Purchase Price after the requisition of
<br />any materials or commencement of any manufacturing or
<br />assembly of the Product by either GSFA or the manufacturer of
<br />the Product. The tier of cancellation fee applicable to any
<br />cancellation shall be in the sole and absolute discretion of GSFA.
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<br />7. State Sales Tax – Customer shall be responsible for the cost of
<br />state sales tax associated with, or attributable to the Product. The
<br />taxes owed by Customer for the Product is subject to adjustment
<br />for the applicable state sales tax rate in effect when the Product is
<br />delivered to the Customer. Therefore, the sales tax will be
<br />increased or decreased at the time of delivery if a change in the
<br />sales tax rate has occurred, in which case Customer shall pay
<br />GSFA (or be refunded by GSFA) the applicable change in sales tax.
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<br />8. Proposal Expiration – After the Expiration Date shown on page
<br />one of this Proposal, Customer shall require GSFA’s written
<br />consent to accept this Proposal.
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<br />9. Governing Law – This Proposal is to be governed by and under
<br />the laws of the state of California.
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<br />Thank you for providing Golden State Fire Apparatus, Inc. with the opportunity to provide this proposal. If you have any questions regarding
<br />the options presented or need additional options, please contact me.
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<br />Sincerely, I, _______________________________________________________________authorized representative of
<br />CITY OF SAN LEANDRO agrees to purchase the proposed Product(s) and agree to the terms
<br />and conditions of this proposal and the specifications hereto attached.
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<br />Daron Wright SIGNATURE: _________________________________________________________________________________
<br />Golden State Fire Apparatus, Inc.
<br /> TITLE: _________________________________________________ DATE: ______________________________
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