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Terms and Conditions - 1 <br />ATTACHMENT TO <br />PURCHASE AGREEMENT <br />(TERMS AND CONDITIONS) <br /> <br />1. Agreement to Purchase and Sell. Subject to the terms, conditions, and provisions of this <br />Agreement, Seller agrees to manufacture and sell to the City, and City agrees to purchase from <br />Seller, three Apparatuses. <br />2. Purchase Order. The City will issue purchase order(s) to Seller for the Apparatuses. The purchase <br />order(s) will be notice(s) to proceed. The pre-printed terms and conditions on the purchase order <br />are not part of this Agreement. <br />3. Final Approved Plans. <br />A. After purchase order issuance, Seller shall produce complete plans, drawings, and <br />specifications for each ordered Apparatus in accordance with the requirements of this <br />Agreement (including without limitation the requirements in the RFP scope of work) and <br />submit them for the City Project Manager’s written approval. This submission will also <br />contain a proposed deadline for final acceptance of the Apparatus. <br />B. The complete final set of plans, drawings, and specifications for an Apparatus as approved in <br />writing by the City Project Manager are collectively referred to in this Agreement as its <br />“Final Approved Plans.” The final acceptance deadline for an Apparatus approved by the <br />City Project Manager is referred to in this Agreement as the “Final Acceptance Deadline.” <br />4. Manufacture and Acceptance. <br />A. Seller will manufacture and complete each ordered Apparatus in accordance with its Final <br />Approved Plans so that the Apparatus may be accepted by the City no later than its Final <br />Acceptance Deadline. <br />B. The City will accept a completed Apparatus after the Apparatus has passed all testing and <br />inspections required in the RFP and is delivered to the City at the City’s chosen location in <br />Everett, Washington. The City and Seller will fully cooperate with each other to schedule and <br />complete all required testing and inspections. The City has no obligation to accept an <br />Apparatus not manufactured and completed in accordance with its Final Approved Plans or <br />that has not passed all required testing and inspections. The City’s acceptance of an <br />Apparatus will be in writing and signed by the City’s Project Manager. <br />C. Acceptance of an Apparatus by the City does not in any way release Seller from Seller’s <br />warranty that the Apparatus is manufactured and completed in accordance with its Final <br />Approved Plans. <br />D. The Seller and City Project Managers may approve in writing extension(s) of the Final <br />Acceptance Deadline(s) up to a maximum total extension of one year per Apparatus, with <br />such approvals not unreasonably withheld. Additional extension(s) will require amendment <br />to this Agreement as set forth in Section 11.K below, which is at each party’s sole discretion. <br />5. Payment. <br />A. Unless amended in accordance with Section 11.K below, the City will pay Seller <br />$1,174,755.00 plus tax as purchase price for each accepted Apparatus.