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EM-111 10/12/2023 <br />1 <br /> <br />PURCHASE AGREEMENT <br />This Purchase Agreement (together with all attachments referenced herein, the “Agreement”), made and entered into by <br />and between MacQueen Equipment, LLC, as Delaware corporation DBA MacQueen Emergency (“MacQueen”), and City of <br />Elk River, (customer) is effective as of the date specified in Section 3 hereof. <br /> <br />1. Definitions <br /> <br />a. “Product” means the fire apparatus and any associated equipment furnished for the Customer by MacQueen, <br />pursuant to the specifications. <br /> <br />b. “Specifications” means the general specifications, technical specifications, orientation, and testing requirements <br />for the Product contained in the MacQueen Proposal for the Product prepared in response to the Customer’s <br />request for proposal. <br /> <br />c. “MacQueen Proposal” means the proposal provided by MacQueen attached as Exhibit C prepared in response <br />to the Customer’s request for proposal. <br /> <br />d. “Delivery” means the date MacQueen is prepared to make physical possession of the Product available to the <br />Customer. <br /> <br />2. Purpose <br />This Agreement sets forth the terms and conditions of MacQueen’s sale of the Product to the Customer. <br /> <br />3. Term of Agreement <br />This Agreement will become effective on the date it is signed and approved by MacQueen’s authorized <br />representative pursuant to Section 22 hereof (“Effective Date”) and, unless earlier terminated pursuant to the terms <br />of this Agreement, it will terminate upon the Customer’s Acceptance and payment in full of the Purchase Price. <br /> <br />4. Purchase and Payment <br />The Customer agrees to purchase the Product specified on Exhibit A for the total purchase price of $1,225,000.00 <br />(“Purchase Price”). Prices are in US Funds. <br />NOTE: Upon final inspection at the factory for pick-up or delivery, the customer will need to supply a <br />“Certificate of Insurance” and “FULL PAYMENT” prior to release of the vehicle, unless prior <br />arrangements for vehicle’s release have been made. <br /> <br />5. Future Changes <br />Various state or federal regulation agencies (e.g., NFPA, DOT, EPA) may require changes to the Specifications and/or <br />the Product and in any such event any resulting cost increases incurred to comply therewith will be added to the <br />Purchase Price to be paid by the Customer. Any future drive train upgrades (engine, transmission, axles, etc.) or any <br />other specification changes have not been calculated into our annual increases and will be provided at additional <br />cost. The Company reserves the right to update pricing in response to manufacturer-imposed increases as a result of <br />PPI inflation. The Company will document and itemize any such price increase for the Customer’s review and <br />approval before proceeding. Should the customer choose not to accept the pricing update, the customer has the <br />ability to cancel without penalty or cancellation fee. <br /> <br />6. Agreement Changes <br />The Customer may request that MacQueen incorporate a change to the Products or the Specifications for the <br />Products by delivering a change order to MacQueen; provided, however, that any such change order must be in <br />writing and include a description of the proposed change sufficient to permit MacQueen to evaluate the feasibility of <br />such change (“Change Order”). Within seven (7) business days of receipt of a Change Order, MacQueen will inform <br />the Customer in writing of the feasibility of the Change Order, the earliest possible implementation date for the <br />Change Order, of any increase or decrease in the Purchase Price resulting from such Change Order, and of any effect <br />on production scheduling or Delivery resulting from such Change Order. MacQueen shall not be liable to the <br />Customer for any delay in performance or Delivery arising from any such Change Order. A Change Order is only <br />Page 189 of 389