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This purchase agreement (together with all attachments referenced herein, collectively, the "Agreement"), made and entered into
<br />by and between Atlantic Emergency Solutions, Inc,, a Virginia corporation ("Atlantic"), and North Olmsted Fire Department/
<br />City of North Olmsted, ("Customer") is effective on the last signature date set forth on the signature line,,, below (the "Effective
<br />Date"),
<br />1, Purchase and Payment. Customer agrees to purchase and Atlantic agrees to sell to Customer the ambulance (and any associated
<br />equipment) furnished by Atlantic to Customer (hereinafter referred to, collectively, to as the "Ambulance") as more fully
<br />described in the specifications attached hereto as Exhibit A (the "Specifications") and incorporated herein for the total purchase
<br />price of $495,000 USD (the "Purchase Price"). Payment shall be made as set forth on Exhibit A. In the event of a conflict
<br />between the Specifications and any request for proposal, request for bid, or other Customer provided or drafted documents, the
<br />Specifications shall control. The Purchase Price does not include any applicable state, local, and/or transit rates of sales and use
<br />tax.
<br />2. Cbanees to Purchase Price, If, subsequent to the Effective Date of this Agreement, there should be any price increase(s) to
<br />Atlantic from a manufacturer of the Ambulance (or any other party providing parts or materials for the Ambulance, or components
<br />therein), then the Purchase Price shall be automatically adjusted to reimburse Atlantic for said price increase(s). Atlantic may
<br />unilaterally execute Change Orders reflecting any such increase(s) to the Purchase Price without obtaining a signature from
<br />Customer, and any such Change Orders shall be binding on Customer. Atlantic shall make reasonable efforts to advise Customer
<br />of such price increase(s) within a reasonable time and provide documentation to support any changes in the Purchase Price to
<br />Customer upon request. In such event, Customer agrees to treat any pricing information provided by Atlantic as confidential and
<br />not share this information with any third party.
<br />3. Chanaes in Specifications, If, subsequent to the Effective Date of this Agreement the manufacturer of the Ambulance (or a
<br />manufacturer of any component therein) either 1) makes design and/or production changes, including, but not limited to future
<br />drivetrain upgrades (such as engine, transmission or axle upgrades) ("Manufacturer Modifications"); or 2) makes design or
<br />production changes to the Ambulance in order to comply with any applicable government regulation (such as the Federal Motor
<br />Vehicle Safety Standards or the I nviron mental Protection Agency Emissions Standards) or industry standards (such as those
<br />adopted by the National Fire Protection Association) (collectively, "Compliance Modifications"), then Atlantic shall be permitted
<br />to make delivery of the Ambulance with said Manufacturer Modifications and"or Compliance Modifications. Atlantic shall make
<br />reasonable efforts to advise the Customer or any such changes within a reasonable time. In addition, Customer and Atlantic may
<br />agree to make changes to the Specifications, but any such changes must be by written change order signed by Customer and
<br />Atlantic ("Change Order"), However, if there is an increase in cost to Atlantic; resulting from Manufacturer Modifications and!Qr
<br />Compliance Modifications, then the provisions of Paragraph Two (2) above shall apply and Atlantic may execute Change Orders
<br />without obtaining a signature from Customer, and any such Change Orders shall be binding on Customer. Atlantic shall not be
<br />liable to Customer for any delay in performance or delivery arising from any Manufacturer Modification,, Compliance
<br />Modifications or Change Orders resulting therefrom,
<br />4. Cancellation or Default by Customer. In the event that Customer cancels its order or otherwise breaches this Agreement by
<br />reason of non-payment or otherwise prior to delivery, Atlantic shall be permitted to retain possession and ownership of the
<br />Ambulance and shall not he obligated to deliver same to Customer. In addition, Atlantic and Customer agree that if' such
<br />Customer breach should occur, it would be difflicult to determine actual damages to Atlantic.. Customer acknowledges and agrees
<br />that: 1) the Ambulance is a unique and highly customized vehicle, made specifically for Customer; 2) Atlantic has invested
<br />significant effort and incurred significant expense in the design and engineering of the Ambulance for Customer; and 3) due to
<br />its unique and customised nature, resale of the Ambulance will be difficult to a third -party without a significant loss to Atlantic.
<br />As a result, AtIcantic and Customer agree that Thirty Percent (30')/0) of the Purchase Price is a reasonable estimate of the damages
<br />that would be incurred by Atlantic if a breach should occur in the future, and shall be due and payable, to Atlantic by Customer
<br />in the event of such a breach. CLiStOmer and Atlantic agree that this amount of liquidated damages is fair and reasonable and
<br />would not constitute a penalty to Custorner. In the event or non-payment by Customer subsequent to delivery, Atlantic may
<br />recover full possession of the Ambulance by any lawful means, and shall be entitled to any additional damages sustained by
<br />Atlantic as a result of any dirn inution of value of the Ambulance resulting from use or damage therdo.� to the extent that the
<br />amount of such diminution of'value exceeds the liquidated damages above. Atlantic shall have and retain a purchase money
<br />security interest in the :lrnbulancc to secure payment of the Purchase Price and all other sums owed by (. ustomerto "Wantic, In
<br />the event ol'noripayment by Customer of any debt, obligation or liability now or hereafter incurred or owing by Customer to
<br />Atlantic, Atlantic shall have and may exercise all rights and remedies of secured party under the Unifbrrn Commercial Code.
<br />ArnbWanc�, Coatnact v3 3-14-22
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