HomeMy WebLinkAboutContract #: 1605 - From: 05-08-2023 To: 06-30-2026 - Minuteman Fire and Rescue Apparatus, LLC - Fire A L L E G I A N C E " ` f Road Rescue'
FIRE & RESCUE'— Seamless Peffor nce.Enlightened^esignr
PURCHASE AGREEMENT
This Purchase Agreement (together with all attachments referenced herein, the "Agreement"), made and entered
into by and between Minuteman Fire and Rescue Apparatus, LLC. (DBA Allegiance Fire & Rescue) ("Dealer"),
and Town of North Andover a MA Municipality("Customer") and is effective as of the last date executed by both
parties (the"Effective Date").
1. Product. Customer agrees to purchase the following product,as further described in the Dealer Proposal attached
hereto as Exhibit A and incorporated herein("Product"). The Product comes with all applicable manufacturers'
warranties from Road Rescue Ambulance("Road Rescue")and all makers of component parts or other equipment
that is part of the Product. All such warranties are included in the Dealer Proposal and/or separately attached
hereto as Exhibit B.
2. Purchase and Payment. The Customer agrees to purchase the Product specified on Exhibit A for the total
purchase price of $363,050.00 ("Purchase Price"). Prices are in U.S. funds.
In addition to the Purchase Price, Customer shall be responsible for paying for all added costs and expenses
incurred by Dealer in the event that any state,federal or other regulatory agency(e.g.NFPA,DOT,EPA)requires
any modifications to the Product.Dealer shall make reasonable efforts to advise the Customer of any such changes
within a reasonable time and to provide Customer with documentation to support the required modifications.
Quantity Description Price Per Unit Total Price
One(1) Road Rescue U1traMedic 170 $363,050.00 $363,050.00
Total $363,050.00
Payment is due upon delivery of product.
The above amount reflects HGAC contract pricing.
Training Requirements:_Standard
Other: 100%Performance Bond
3. Optional Product Changes. Customer may request changes to the Product at any time by way of a written
change order. Dealer will review the request and notify Customer of any resulting changes to the Purchase Price,
Delivery dates or other terms of this Agreement that will result from the change order. Dealer may accept or
reject the change order request. All change orders (including new pricing and delivery dates) must be signed by
the parties to be effective.
4. Cancellation. Customer may cancel this Agreement (or individual Units if the Product involves multiple Units
in which event the cancellation fees are based on the portion of the Purchase Price for the subject Unit set forth
in Section 1) prior to Delivery only by a written notice provided in accordance with Section 6. In such event,
Customer shall pay Dealer the following cancellation fee as liquidated damages because actual damages would
be difficult to ascertain and the following agreed upon fees are a reasonable estimate of actual damages: (a) 10%
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of the Purchase Price if cancellation occurs after Road Rescue enters the order for the Product on its computer
system; (b) 20% of the Purchase Price if cancellation occurs after Road Rescue has completed draft Product
drawings; and (c) 40% of the Purchase Price if cancellation occurs after Road Rescue makes any material
requisition (i.e. orders material), plus an additional percentage as reasonably set by Dealer to account for
additional costs and expenses incurred after material requisition,up to no more than 80%of the Purchase Price if
cancellation occurs after substantial completion of the Product. Dealer shall have no obligation to mitigate
damages. Customer hereby authorizes Dealer to deduct the cancellation fee from the Purchase Price being held
by Dealer and return, the remainder to Customer in exchange for a waiver and release of claims.
5. Deliverv, Inspection and Acceptance. Due to global supply chain constraints, any delivery date contained.
herein is a good faith estimate as of the date of this order/contract, and merely an approximation based on current
information. Delivery updates will be made available, and a final firm delivery date will be provided as soon as
possible. Delivery of the Product is scheduled to be within 572-616 working days of the :Effective Date, F.O.B.
North Andover Fire Department, MA North Andover, MA. Risk of loss shall pass to Customer upon Delivery.
Upon Delivery, Customer shall have ten(10)business days within which to inspect the Product and, in the event
of substantial non-conformance, to furnish Dealer with detailed written notice sufficient to permit Dealer to
evaluate any such non-conformance. Absent timely receipt of such notice of non-conformance,the Product shall
be deemed in conformance and accepted by Customer. Time is of the essence with respect to such notice. Any
Product not in substantial conformance shall be remedied by Dealer by putting Road Rescue on written notice of
such non-conformance.
6. Notices. All notices hereunder must be given in writing at the address of each party set forth below, or to such
other address as either party may substitute by written notice to the other in the manner contemplated herein, by
either hand delivery (notice deemed delivered upon receipt) or by registered, overnight mail (notice deemed
delivered one business day after mailing):
Dealer: Customer:
Allegiance Fire&Rescue Town of North Andover,MA
2181 Providence Highway North Andover Fire Department, MA
Walpole,Massachusetts 02081 795 Chickering Rd
Fax: 508-216-6368 North Andover,MA 01845-2420
7. Warranty Disclaimer. The Product comes with the warranties referred to in Section 1. Dealer itself provides
no warranties whatsoever. TO BE CLEAR, NEITHER DEALER NOR, ITS AFFILIATES, AGENTS OR
REPRESENTATIVES, MAKE ANY EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE
PRODUCTS OR OTHERWISE REGARDING THIS AGREEMENT, WHETHER ORAL OR WRITTEN,
EXPRESS, IMPLIED OR STATUTORY. WITHOUT LIMITING THE FOREGOING, ANY IMPLIED
WARRANTY OR CONDITION OF MERCHANTABILITY, THE IMPLIED WARRANTY AGAINST
INFRINGEMENT,AND THE 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.
8. Force Maieure. Dealer shall not be responsible nor deemed to be in default on account of delays in performance
due to causes which are beyond Dealer's control which make Dealer's performance impracticable, including but
not limited to civil wars,insurrections,strikes,riots,fires,storms,floods,pandemics or public health emergencies,
other acts of nature, explosions, earthquakes, accidents, 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.
9. Indemnity. To the extent permitted by law, VENDOR shall protect, defend, indemnify and hold the Town,
its agents, officers, and employees harmless from and against all claims, demands, breach, damages, costs,
actions and causes of actions, liabilities,judgments, reasonable expenses and attorney fees, resulting from
the injury or death of any person or the damage to or destruction of property, or the infringement of any
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3817973.2
patent,copyright, trademark that the Town may sustain which directly arise out of or in connection with the
gross negligence, reckless and/or intentional misconduct of the VENDOR, its agents, officers or employees
in the performance, nonperformance or purported performance of the work or services by Vendor under this
Agreement or breach of the terms hereof by Vendor or the VENDOR's violation of any law, ordinance or
regulation while on Town property, except for damages resulting from the gross negligence or willful
misconduct of the Town. The existence of insurance shall in no way limit the scope of this indemnification.
VENDOR further agrees to reimburse the Town of Marlborough for damage to the Town's property caused
by VENDOR, its employees or agents gross negligence, reckless and/or intentional misconduct. VENDOR
shall at no time be considered an agent or representative of the Town. VENDOR shall have an opportunity
to participate in the defense of such claim and any negotiated settlement agreement or judgment. The Town
shall not be liable for any costs incurred by VENDOR arising under this paragraph.
10. Entire Agreement/Amendments. This Agreement(including Exhibits)contains the entire agreement between
the parties regarding the Product. No representations, promises, agreements, or understandings, written or oral
not contained herein shall be of any force or effect. This Agreement may only be amended or modified by a
written agreement signed by both parties.
11. Assignment. Neither party may assign its rights and obligations under this Agreement unless it has obtained the
prior written approval of the other party; provided, however, that Dealer may assign this Agreement as part of a
public offering or the sale or transfer of all or substantially all of its assets.
12. Severability. The invalidity or un-enforceability of any provision of this Agreement shall not affect the validity
or enforceability of any other provision.
13. No Waiver of Rights. No waiver of any provision of this Agreement shall be enforceable unless in writing and
signed by the waiving party. No waiver of any provision shall affect the validity or enforceability of any other
provision.
14. Governing Law / Jurisdiction. Without regard to any conflict of law provisions, this Agreement is to be
governed by and under the laws of the Commonwealth of Massachusetts. The parties agree that any claim
concerning this Agreement must be filed and adjudicated in state or federal courts located in the Commonwealth
and such courts shall be the sole and exclusive venue for the adjudication of all claims under this Agreement.
The parties hereby consent to personal and subject matter jurisdiction within the Commonwealth.
15. Counterparts / Electronic Signatures. This Agreement may be executed in one or more counterparts. The
exchange of signed copies of this Agreement by facsimile or via.pdf by email will constitute effective execution
and delivery of this Agreement and may be used in the lieu of the original Agreement for all purposes.
Accepted and agreed to:
Dealer: Allegiance Fire&Rescue Customer: Town of North Andover
Name: William O'Connor Name: Melissa MU�hy-Rodrigues, Esq.
TOWN MANA��
Title: Vice President Title:
Date: Apr 6,2023 Date:
Signature: /e oen." Signature:
Customer: Town of worth Andover Customer: Townpf North Andover
Name: Name:- - =�------��„� "
Title: 1��/���' Title: 1! A ac-
Date: Date:
Signature: Signature:
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3917971 7
EXHIBIT A
BID #19008
DEALER PROPOSAL
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"�R1797"�7
EXHIBIT B
BID #19008
WARRANTIES
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191 N7'12
DocuSign Envelope ID:72E2DDF1-56ID-4413-8EF6-9BD79270D9B7
H-GAC
Houston-Galveston Area Council
P.O.Box 22777 • 3555 Timmons • Houston,Texas 77227-2777
C,00perative Agreement-Minuteman Fire & Rescue Apparatus,Inc.-Public Services--ID: 5695
GENERAL PROVISIONS
This Agreement is made and entered into, by and between the Houston-Galveston Area Council
hereinafter referred to as H-GAC having its principal place of business at 3555 Timmons Lane, Suite
120, Houston, Texas 77027 and Minuteman Fire &Rescue Apparatus, Inc., hereinafter referred to as
the Contractor, having its principal place of business at 2181 Providence Highway, Walpole, AM 02081.
WITNESSETH:
WHEREAS, H-GAC hereby engages the Contractor to perform certain services in accordance with the
specifications of the Agreement; and
WHEREAS, the Contractor has agreed to perform such services in accordance with the specifications of
the Agreement;
NOW, THEREFORE, H-GAC and the Contractor do hereby agree as follows:
ARTICLE 1:LEGAII,AUTHORITY
The Contractor warrants and assures H-GAC that it possesses adequate legal authority to enter into
this Agreement. The Contractor's governing body, where applicable, has authorized the signatory
official(s) to enter into this Agreement and bind the Contractor to the terms of this Agreement and any
subsequent amendments hereto.
ARTICLE 2:APPLICABLE LAWS
The Contractor agrees to conduct all activities under this Agreement in accordance with all applicable
rules, regulations, directives, standards, ordinances, and laws, in effect or promulgated during the term
of this Agreement, including without limitation, workers' compensation laws, minimum and maximum
salary and wage statutes and regulations, and licensing laws and regulations. When required, the
Contractor shall furnish H-GAC with satisfactory proof of its compliance therewith.
ARTICLE 3: INDEPENDENT CONTRACTOR
The execution of this Agreement and the rendering of services prescribed by this Agreement do not
change the independent status of H-GAC or the Contractor. No provision of this Agreement or act of H-
GAC in performance of the Agreement shall be construed as making the Contractor the agent, servant
or employee of H-GAC, the State of Texas or the United States Government. Employees of the
Contractor are subject to the exclusive control and supervision of the Contractor. The Contractor is
solely responsible for employee related disputes and discrepancies, including employee payrolls and any
claims arising therefrom.
ARTICLE 4:WHOLE AGREEMENT
The General Provisions, Special Provisions, and Attachments, as provided herein, constitute the
complete Agreement ("Agreement")between the parties hereto, and supersede any and all oral and
written agreements between the parties relating to matters herein. Except as otherwise provided
herein, this Agreement cannot be modified without written consent of the parties.
ARTICLE 5: SCOPE OF SERVICES
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The services to be performed by the Contractor are outlined in an Attachment to this Agreement.
ARTICLE 6: PERFORMANCE PERIOD
This Agreement shall be performed during the period which begins Oct 012020 and ends Sep 30 2022.
All services under this Agreement must be rendered within this performance period, unless directly
specified under a written change or extension provisioned under Article 14, which shall be fully
executed by both parties to this Agreement.
ARTICLE 7: PAYMENT OR FUNDING
Payment provisions under this Agreement are outlined in the Special Provisions.
ARTICLE 8: REPORTING REQUIREMENTS
If the Contractor fails to submit to H-GAC in a timely and satisfactory manner any report required by
this Agreement, or otherwise fails to satisfactorily render performances hereunder, H-GAC may
terminate this agreement with notice as identified in Article 15 of these General Provisions. H-GAC
has final determination of the adequacy of performance and reporting by Contractor. Termination of
this agreement for failure to perform may affect Contractor's ability to participate in future
opportunities with H-GAC. The Contractor's failure to timely submit any report may also be considered
cause for termination of this Agreement.
Any additional reporting requirements shall be set forth in the Special Provisions of this Agreement.
ARTICLE 9: INSURANCE
Contractor shall maintain insurance coverage for work performed or services rendered under this
Agreement as outlined and defined in the attached Special Provisions.
ARTICLE 10: SUBCONTRACTS and ASSIGNMENTS
Except as may be set forth in the Special Provisions, the Contractor agrees not to subcontract, assign,
transfer, convey, sublet or otherwise dispose of this Agreement or any right, title, obligation or interest
it may have therein to any third party without prior written approval of H-GAC. The Contractor
acknowledges that H-GAC is not liable to any subcontractor or assignee of the Contractor. The
Contractor shall ensure that the performance rendered under all subcontracts shall result in
compliance with all the terms and provisions of this Agreement as if the performance rendered was
rendered by the Contractor. Contractor shall give all required notices, and comply with all laws and
regulations applicable to furnishing and performance of the work. Except where otherwise expressly
required by applicable law or regulation, H-GAC shall not be responsible for monitoring Contractor's
compliance, or that of Contractor's subcontractors, with any laws or regulations.
ARTICLE 11:AUDIT
Notwithstanding any other audit requirement, H-GAC reserves the right to conduct or cause to be
conducted an independent audit of any transaction under this Agreement, such audit may be performed
by the H-GAC local government audit staff, a certified public accountant firm, or other auditors
designated by H-GAC and will be conducted in accordance with applicable professional standards and
practices. The Contractor understands and agrees that the Contractor shall be liable to the H-GAC for
any findings that result in monetary obligations to H-GAC.
ARTICLE 12: EXAMINATION OF RECORDS
The Contractor shall maintain during the course of the work complete and accurate records of all of the
Contractor's costs and documentation of items which are chargeable to H-GAC under this Agreement.
H-GAC, through its staff or designated public accounting firm, the State of Texas, and United States
Government, shall have the right at any reasonable time to inspect,copy and audit those records on or
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off the premises by authorized representatives of its own or any public accounting firm selected by H-
GAC. The right of access to records is not limited to the required retention period, but shall last as long
as the records are retained. Failure to provide access to records may be cause for termination of the
Agreement. The records to be thus maintained and retained by the Contractor shall include (without
limitation): (1) personnel and payroll records, including social security numbers and labor
classifications, accounting for total time distribution of the Contractor's employees working full or part
time on the work, as well as cancelled payroll checks, signed receipts for payroll payments in cash, or
other evidence of disbursement of payroll payments; (2) invoices for purchases, receiving and issuing
documents, and all other unit inventory records for the Contractor's stocks or capital items; and (3)
paid invoices and cancelled checks for materials purchased and for subcontractors' and any other third
parties' charges.
The Contractor further agrees that the examination of records outlined in this article shall be included
in all subcontractor or third-party agreements.
ARTICLE 13: RETENTION OF RECORDS
The Contractor and its subcontractors shall maintain all records pertinent to this Agreement, and all
other financial, statistical, property, participant records, and supporting documentation for a period of
no less than seven (7) years from the later of the date of acceptance of the final payment or until all
audit findings have been resolved. If any litigation, claim, negotiation, audit or other action involving
the records has been started before the expiration of the retention period, the records shall be retained
until completion of the action and resolution of all issues which arise from it, or until the end of the
seven (7) years, whichever is later, and until any outstanding litigation, audit, or claim has been fully
resolved.
ARTICLE 14: CHANGES AND AMENDMENTS
A. Any alterations, additions, or deletions to the terms of this Agreement, which are required by
changes in federal or state law or by regulations, are automatically incorporated without
written amendment hereto, and shall become effective on the date designated by such law or by
regulation.
B. To ensure the legal and effective performance of this Agreement, both parties agree that any
amendment that affects the performance under this Agreement must be mutually agreed upon
and that all such amendments must be in writing. After a period of no less than 30 days
subsequent to written notice, unless sooner implementation is required by law, such
amendments shall have the effect of qualifying the terms of this Agreement and shall be
binding upon the parties as if written herein.
ARTICLE 15: TERMINATION PROCEDURES
The Contractor acknowledges that this Agreement may be terminated for Convenience or Default.
A. Convenience
H-GAC may terminate this Agreement at any time, in whole or in part, with or without cause,
whenever H-GAC determines that for any reason such termination is in the best interest of H-
GAC, by providing written notice by certified mail to the Contractor. Upon receipt of notice of
termination, all services hereunder of the Contractor and its employees and subcontractors
shall cease to the extent specified in the notice of termination.
The Contractor may cancel or terminate this Agreement upon submission of thirty (30) days
written notice, presented to H-GAC via certified mail. The Contractor may not give notice of
cancellation after it has received notice of default from H-GAC.
B. Default
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H-GAC may, by written notice of default to the Contractor, terminate the whole or any part of
the Agreement, in any one of the following circumstances:
(1) if the Contractor fails to perform the services herein specified within the time specified
herein or any extension thereof, or
(2) If the Contractor fails to perform any of the other provisions of this Agreement for any
reason whatsoever, or so fails to make progress or otherwise violates the Agreements that
completion of services herein specified within the Agreement term is significantly
endangered, and in either of these two instances does not cure such failure within a period
often (10) days (or such longer period of time as may be authorized by H-GAC in writing)
after receiving written notice by certified mail of default from H-GAC.
ARTICLE 16: SEVERABILITY
H-GAC and Contractor agree that should any provision of this Agreement be determined to be invalid
or unenforceable, such determination shall not affect any other term of this Agreement, which shall
continue in full force and effect.
ARTICLE 17: FORCE 2 AJEURE
To the extent that either party to this Agreement shall be wholly or partially prevented from the
performance of any obligation or duty placed on such party by reason of or through strikes, stoppage of
labor, riot, fire, flood, acts of war, insurrection, accident, order of any court, act of God, or specific cause
reasonably beyond the party's control and not attributable to its neglect or nonfeasance, in such event,
the time for the performance of such obligation or duty shall be suspended until such disability to
perform is removed. Determination of force majeure shall rest solely with H-GAC.
ARTICLE 18: CONFLICT OF INTEREST
No officer, member or employee of the Contractor or subcontractor, no member of the governing body of
the Contractor, and no other public officials of the Contractor who exercise any functions or
responsibilities in the review or Contractor approval of this Agreement, shall participate in any
decision relating to this Agreement which affects his or her personal interest, or shall have any
personal or pecuniary interest, direct or indirect, in this Agreement.
ARTICLE 19: FEDERAL COMPLIANCE
Contractor agrees to comply with all federal statutes relating to nondiscrimination, labor standards,
and environmental compliance. Additionally, for work to be performed under the Agreement or
subcontract thereof, including procurement of materials or leases of equipment, Contractor shall notify
each potential subcontractor or supplier of the Contractor's federal compliance obligations. These may
include, but are not limited to: (a) Title VI of the Civil Rights Act of 1964 (P.L. 88-352) which prohibits
discrimination on the basis of race, color or national origin; (b) Title IX of the Education Amendments
of 1972, as amended (20 U.S.C. §§ 1681-1683, and 1685-1686), which prohibits discrimination on the
basis of sex; (c) the Fair Labor Standards Act of 1938 (29 USC 676 et. seq.), (d) Section 504 of the
Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of
handicaps and the Americans with Disabilities Act of 1990; (e)the Age Discrimination in Employment
Act of 1967 (29 USC 621 et. seq.) and the Age Discrimination Act of 1974, as amended (42 U.S.C. §§
6101-6107), which prohibits discrimination on the basis of age; (f) the Drug Abuse Office and
Treatment Act of 1972 (P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug
abuse; (g) the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation
Act of 1970 (P.L. 91-616), as amended, relating to the nondiscrimination on the basis of alcohol abuse or
alcoholism; (h) §§ 523 and 527 of the Public Health Service Act of 1912 (42 U.S.C. 290 dd-3 and 290 ee-
3), as amended, relating to confidentiality of alcohol and drug abuse patient records; (i) Title VIII of the
Civil Rights Act of 1968 (42 U.S.C. § 3601 et seq.), as amended, relating to nondiscrimination in the
sale, rental or financing of housing; 0) any other nondiscrimination provisions in any specific statute(s)
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applicable to any Federal funding for this Agreement; (k) the requirements of any other
nondiscrimination statute(s) which may apply to this Agreement; (1) applicable provisions of the Clean
Air Act (42 U.S.C. §7401 et seq.), the Federal Water Pollution Control Act, as amended (33 U.S.C.
§1251 et seq.), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the
Environmental Protection Agency regulations at 40 CPR Part 15; (m) applicable provisions of the
Davis- Bacon Act (40 U.S.C. 276a - 276a-7), the Copeland Act (40 U.S.C. 276c), and the Contract Work
Hours and Safety Standards Act (40 U.S.C. 327-332), as set forth in Department of Labor Regulations
at 20 CPR 5.5a; (n) the mandatory standards and policies relating to energy efficiency which are
contained in the state energy conservation plan issued in compliance with the Energy Policy and
Conservation Act (P.L. 94-163).
ARTICLE 20: CRIMINAL PROVISIONS AND SANCTIONS
The Contractor agrees to perform the Agreement in conformance with safeguards against fraud and
abuse as set forth by the H-GAC, the State of Texas, and the acts and regulations of any related state
or federal agency. The Contractor agrees to promptly notify H-GAC of any actual or suspected fraud,
abuse, or other criminal activity through the filing of a written report within twenty-four (24) hours of
knowledge thereof. Contractor shall notify H-GAC of any accident or incident requiring medical
attention arising from its activities under this Agreement within twenty-four(24) hours of such
occurrence. Theft or willful damage to property on loan to the Contractor from H-GAC, if any, shall be
reported to local law enforcement agencies and H-GAC within two (2) hours of discovery of any such
act.
The Contractor further agrees to cooperate fully with H-GAC, local law enforcement agencies, the State
of Texas, the Federal Bureau of Investigation and any other duly authorized investigative unit, in
carrying out a full investigation of all such incidents.
The Contractor shall notify H-GAC of the threat of lawsuit or of any actual suit filed against the
Contractor pertaining to this Agreement or which would adversely affect the Contractor's ability to
perform services under this Agreement.
ARTICLE 21: INDEMNIFICATION AND RECOVERY
H-GAC's liability under this Agreement, whether for breach of contract, warranty, negligence, strict
liability, in tort or otherwise, is limited to its order processing charge. In no event will H-GAC be liable
for any loss of use, loss of time, inconvenience, commercial loss, lost profits or savings or other
incidental, special or consequential damages to the full extent such use may be disclaimed by law.
Contractor agrees, to the extent permitted by law, to defend and hold harmless H-GAC, its board
members, officers, agents, officials, employees and indemnities from any and all claims, costs, expenses
(including reasonable attorney fees), actions, causes of action,judgements, and liens arising as a result
of Contractor's negligent act or omission under this Agreement. Contractor shall notifiy H-GAC of the
threat of lawsuit or of any actual suit filed against Contractor relating to this Agreement.
ARTICLE 22: LIMITATION OF CONTRACTOR'S LIABILITY
Except as specified in any separate writing between the Contractor and an END USER, Contractor's
total liability under this Agreement, whether for breach of contract, warranty, negligence, strict
liability, in tort or otherwise, but excluding its obligation to indemnify H-GAC, is limited to the price of
the particular products/services sold hereunder, and Contractor agrees either to refund the purchase
price or to repair or replace product(s) that are not as warranted. In no event will Contractor be liable
for any loss of use, loss of time, inconvenience, commercial loss, loss of profits or savings or other
incidental, special or consequential damages to the full extent such use may be disclaimed by law.
Contractor understands and agrees that it shall be liable to repay and shall repay upon demand to
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END USER any amounts determined by H-GAC, its independent auditors, or any agency of State or
Federal government to have been paid in violation of the terms of this Agreement.
ARTICLE 23: TITLES NOT RESTRICTIVE
The titles assigned to the various Articles of this Agreement are for convenience only. Titles shall not
be considered restrictive of the subject matter of any Article, or part of this Agreement.
ARTICLE 24: JOINT WORK PRODUCT
This Agreement is the joint work product of H-GAC and the Contractor. This Agreement has been
negotiated by H-GAC and the Contractor and their respective counsel and shall be fairly interpreted in
accordance with its terms and, in the event of any ambiguities, no inferences shall be drawn against
any party.
ARTICLE 25: DISPUTES
All disputes concerning questions of fact or of law arising under this Agreement, which are not
addressed within the Whole Agreement as defined pursuant to Article 4 hereof, shall be decided by the
Executive Director of H-GAC or his designee, who shall reduce his decision to writing and provide
notice thereof to the Contractor. The decision of the Executive Director or his designee shall be final
and conclusive unless, within thirty (30) days from the date of receipt of such notice, the Contractor
requests a rehearing from the Executive Director of H-GAC. In connection with any rehearing under
this Article, the Contractor shall be afforded an opportunity to be heard and offer evidence in support of
its position. The decision of the Executive Director after any such rehearing shall be final and
conclusive. The Contractor may, if it elects to do so, appeal the final and conclusive decision of the
Executive Director to a court of competent jurisdiction. Pending final decision of a dispute hereunder,
the Contractor shall proceed diligently with the performance of the Agreement and in accordance with
H- GAC's final decision.
ARTICLE 26: CHOICE OF LAW:VENUE
This Agreement shall be governed by the laws of the State of Texas. Venue and jurisdiction of any suit
or cause of action arising under or in connection with the Agreement shall lie exclusively in Harris
County, Texas. Disputes between END USER and Contractor are to be resolved in accordance with the
law and venue rules of the state of purchase. Contractor shall immediately notify H-GAC of such
disputes.
ARTICLE 27: ORDER OF PRIORITY
In the case of any conflict between or within this Agreement, the following order of priority shall be
utilized: 1) General Provisions, 2) Special Provisions, 3) Scope of Work, and, 4) Other Attachments.
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SIGNATURES:
H-GAC and the Contractor have read, agreed, and executed the whole Agreement as of the date first
written above, as accepted by:
Minuteman Fire & Rescue Apparatus, Inc.
DocuSigned by: H-GAC Docu�jS,l�g'ned by:
Signature Signatu�r
E8431B66,02"11... 82EG27OD5D61423...
Name William K. O'Connor Name Chuck Wemple
Title VP Sales&Marketing Title Executive Director
Date 11/5/2020 Date 11/6/2020
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DocuSign Envelope ID:72E2DDF1-561D-4413-8EF6-9BD79270D9B7
H-GAC
Houston-Galveston Area Council
P.O.Box 22777 - 3555 Timmons - Houston,Texas 77227-2777
Cooperative Agreernent-Minuteman Fire& Rescue Apparatus,Inc. -Public Services-
SPECIAL PROVISIONS
Incorporated by attachment, as part of the whole agreement, H-GAC and the Contractor do, hereby agree to the
Special Provisions as follows:
ARTICLE 1: BIDS/PROPOSALS INCORPORATED
In addition to the whole Agreement, the following documents listed in order of priority are incorporated
into the Agreement by reference: Bid/Proposal Specifications and Contractor's Response to the Bid/Proposal.
ARTICLE 2: END USER AGREEMENTS ("EUA")
H-GAC acknowledges that the END USER may choose to enter into an End User Agreement ("EUA)with the
Contractor through this Agreement, and that the term of the EUA may exceed the term of the current H-GAC
Agreement. H-GAC's acknowledgement is not an endorsement or approval of the End User Agreement's
terms and conditions. Contractor agrees not to offer, agree to or accept from the END USER, any terms or
conditions that conflict with those in Contractor's Agreement with H-GAC. Contractor affirms that
termination of its Agreement with H-GAC for any reason shall not result in the termination of any underlying
EUA, which shall in each instance, continue pursuant to the EUA's stated terms and duration. Pursuant to the
terms of this Agreement, termination of this Agreement will disallow the Contractor from entering into any
new EUA with END USERS. Applicable H-GAC order processing charges will be due and payable to H-GAC
on any EUAs, surviving termination of this Agreement between H-GAC and Contractor.
ARTICLE 3: MOST FAVORED CUSTOMER CLAUSE
Contractor shall provide its most favorable pricing and terms to H-GAC. If at any time during this Agreement,
Contractor develops a regularly followed standard procedure of entering into agreements with other
governmental customers within the State of Texas, and offers the same or substantially the same
products/services offered to H-GAC on a basis that provides prices, warranties, benefits, and or terms more
favorable than those provided to H-GAC, Contractor shall notify H-GAC within ten (10) business days
thereafter, and this Agreement shall be deemed to be automatically retroactively amended, to the effective date
of Contractor's most favorable past agreement with another entity. Contractor shall provide the same prices,
warranties, benefits, or terms to H-GAC and its END USER as provided in its most favorable past agreement.
H-GAC shall have the right and option at any time to decline to accept any such change, in which case the
amendment shall be deemed null and void. If Contractor claims that a more favorable price, warranty, benefit,
or term that was charged or offered to another entity during the term of this Agreement, does not constitute
more favorable treatment, than Contractor shall, within ten (10) business days, notify H-GAC in writing,
setting forth the detailed reasons Contractor believes the aforesaid offer is not in fact most favored treatment.
H-GAC, after due consideration of Contractor's written explanation, may decline to accept such explanation
and thereupon this Agreement between H-GAC and Contractor shall be automatically amended, effective
retroactively, to the effective date of the most favored agreement, to provide the same prices, warranties,
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benefits, or terms to H-GAC and the END USER.
EXCEPTION. This clause shall not he applicable to prices and price adjustments offered by a bidder,
Proposer or contractor, which are not within bidder's/proposer's control[example; a manufacturer's hid
concession], or to any prices offered to the Federal Government and its agencies.
ARTICLE 4: PARTY LIABILITY
Contractor's total liability under this Agreement, whether for breach of contract, warranty, negligence, strict
liability, in tort or otherwise, is limited to the price of the particular products/services sold hereunder.
Contractor agrees either to refund the purchase price or to repair or replace product(s) that are not as warranted.
Contractor accepts liability to repay, and shall repay upon demand to END USER, any amounts determined by
H-GAC, its independent auditors, or any state or federal agency, to have been paid in violation of the terms of
this Agreement.
ARTICLE 5: GOVERNING LAW & VENUE
Contractor and H-GAC agree that Contractor will make every reasonable effort to resolve disputes with the END
USER in accord with the law and venue rules of the state of purchase. Contractor shall immediately notify H-
GAC of such disputes.
ARTICLE 6: SALES AND ORDER PROCESSING CHARGE
Contractor shall sell its products to END USERS based on the pricing and terms of this Agreement. H-GAC
will invoice Contractor for the applicable order processing charge when H-GAC receives notification of an
END USER order. Contractor shall remit to H-GAC the full amount of the applicable order processing
charge, after delivery of any product or service and subsequent END USER acceptance. Payment of the Order
Processing Charge shall be remitted from Contractor to H-GAC, within thirty (30) calendar days or ten (10)
business days after receipt of an END USER's payment, whichever comes first, notwithstanding Contractor's
receipt of invoice. For sales made by Contractor based on this Agreement, including sales to entities without
Interlocal Agreements, Contractor shall pay the applicable order processing charges to H-GAC. Further,
Contractor agrees to encourage entities who are not members of H-GAC's Cooperative Purchasing Program to
execute an H-GAC Interlocal Agreement. H-GAC reserves the right to take appropriate actions including, but
not limited to, Agreement termination if Contractor fails to promptly remit the appropriate order processing
charge to H-GAC. In no event shall H-GAC have any liability to Contractor for any goods or services an
END USER procures from Contractor. At all times, Contractor shall remain liable to pay to H-GAC any
order processing charges on any portion of the Agreement actually performed, and for which compensation was
received by Contractor.
ARTICLE 7: LIQUIDATED DAMAGES
Contractor and H-GAC agree that Contractor shall cooperate with the END USER at the time an END USER
purchase order is placed, to determine terms for any liquidated damages.
ARTICLE 8: INSURANCE
Unless otherwise stipulated in Section B of the Bid/Proposal Specifications, Contractor must have the
following insurance and coverage minimums:
a. General liability insurance with a Single Occurrence limit of at least $1,000,000.00, and a General
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Aggregate limit of at least two times the Single Occurrence limit.
Product liability insurance with a Single Occurrence limit of at least $1,000,000.00, and a
General Aggregate limit of at least two times the Single Occurrence limit for all Products except
Automotive Fire Apparatus. For Automotive Fire Apparatus, see Section B of the Bid/Proposal
Specifications.
Property Damage or Destruction insurance is required for coverage of End User owned
equipment while in Contractor's possession, custody or control. The minimum Single Occurrence
limit is $500,000.00 and the General Aggregate limit must be at least two times the Single Occurrence
limit. This insurance may be carried in several ways, e.g. under an Inland Marine policy, as art of
Automobile coverage, or under a Garage Keepers policy. In any event, this coverage must be specifically
and clearly listed on insurance certificate(s) submitted to H-GAC.
b. Insurance coverage shall be in effect for the length of any contract made pursuant to the Bid/Proposal,
and for any extensions thereof, plus the number of days/months required to deliver any outstanding
order after the close of the contract period.
c. Original Insurance Certificates must be furnished to H-GAC on request, showing Contractor as the
insured and showing coverage and limits for the insurances listed above.
d. If any Product(s) or Service(s) will be provided by parties other than Contractor, all such parties
are required to carry the minimum insurance coverages specified herein, and if requested by H-GAC,
a separate insurance certificate must be submitted for each such party.
e. H-GAC reserves the right to contact insurance underwriters to confirm policy and certificate issuance
and document accuracy.
ARTICLE 9: PERFORMANCE AND PAYMENT BONDS FOR INDIVIDUAL ORDERS
H-GAC's contractual requirements DO NOT include a Performance &Payment Bond (PPB); therefore,
Contractor shall offer pricing that reflects this cost savings. Contractor shall remain prepared to offer a PPB to
cover any order if so requested by the END USER. Contractor shall quote a price to END USER for
provision of any requested PPB, and agrees to furnish the PPB within ten business (10) days of receipt of END
USER's purchase order.
ARTICLE 10: CHANGE OF STATUS
Contractor shall immediately notify H-GAC, in writing, of ANY change in ownership, control,
dealership/franchisee status, Motor Vehicle license status, or name. Contractor shall offer written guidance to
advise H-GAC if this Agreement shall be affected in any way by such change. H-GAC shall have the right to
determine whether or not such change is acceptable, and to determine what action shall be warranted, up to and
including cancellation of Agreement.
ARTICLE 11: TEXAS MOTOR VEHICLE BOARD LICENSING
All that deal in motor vehicles shall maintain current licenses that are required by the Texas Motor Vehicle
Commission Code. If at any time during this Agreement term, any required Contractor license is denied,
revoked, or not renewed, Contractor shall be in default of this Agreement, unless the Texas Motor Vehicle
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Board issues a stay or waiver. Contractor shall promptly provide copies of all current applicable Texas Motor
Vehicle Board documentation to H-GAC upon request.
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Attachment A
Minuteman Fire&Rescue Apparatus,Inc.
Ambulances,EMS& Other Special Service Vehicles
Contract No.:AM10-20
X.Road Rescue
These units can only be sold outside Texas**
A.Ambulance
AM20XA01 Duramedic 111, 150"X 92",Chevrolet CG33503 $136,973.00
AM20XA02 Duramedic 1, 150"X 92",PT,Ford F450 (4 x 2),w/Air Ride $172,336.00
AM20YA03 Duramedic 1, 150"X 92",PT,RAM 4500 (4 x 2),w/Air Ride $169,243.00
AM20XA04 Promedic 111, 150"X 96",Chevrolet CG33503 $140,934.00
AM20XA05 Promedic 1, 150"X 96",PT,Ford F450(4 x 2),w/Air Ride $177,322.00
AM20XA06 Promedic 1, 150"X 96",PT,RAM 4500(4 x 2),w/Air Ride $172,399.00
AM20Y,A07 Ultramedic 111, 168"X 96",Ford E450(V-8,Gas)Cutaway $153,747.00
AM20Y,A08 Ultramedic 111, 170"X 96",Chevrolet G4500(Gas)Cutaway $149,481.00
AM20XA09 Ultramedic 1, 168"X 96",PT,Ford F450 (4 x 2),w/Air Ride $181,856.00
AM20XAIO Ultramedic 1, 168"X 96",PT,RAM 4500 (4 x 2),w/Air Ride $176,944.00
AM20XAll Ultramedic 1, 168"x 96",PT,Chevrolet 550OHD(4x2) /air ride $190,892.00
AM20XA12 Ultramedic MD, 168"x 96",PT,International MV,w/Air Ride $214,628.00
AM20XA13 Ultramedic MD, 168"x 96",PT,International CV,w/Air Ride, $191,438.00
AM20XA14 Ultramedic MD, 168"x 96",Freightliner M2,w/Air Ride, $217,475.00
AM20Y.A15 MetroMedic 1, 146"X 90",PT,Ford F350(4 X 2) $139,984.00
AM20Y,AI6 MetroMedic 1, 146"X 90",PT,Cheverlot C3500(4 X 2) 133,649.00
AM20Y,A17 MetroMedic 1, 146"X 90",PT,RAM 3500(4 X 2) $134,473.00
AM20XA18 MetroMedic 1, 153"X 95",PT,Ford F350(4 X 2) $147,356.00
AM20Y-Al9 MetroMedic 1, 153"X 95",PT,Ford F450(4 X 2)w/Air Ride $167,583.00
AM20XA20 MetroMedic 1, 153"X 95",PT,RAM 4500(4 X 2)w/Air Ride $165,518.00
AM20XA21 MetroMedic 1, 160"x 95",PT,Chevrolet 550OHD 4x2 w/air ride $166,032.00
AM20XA22 MetroMedic VII, 146 x 90",Ford E350 $124,184.00
AM20Y.A23 MetroMedic VII, 146 x 90",Chevrolet CG33503 $119,351.00
AM20YA24 MetroMedic 111, 153"X 95",Ford E350 $136,075.00
AM20XA25 MetroMedic 111, 153"X 95",Chevrolet CG33503 $127,019.00
AM20YA26 MetroMedic 111, 165"X 95",Ford E450 $142,509.00
AM20XA27 MetroMedic 111, 165"X 95",Chevrolet G4500 Cutaway $133,067.00
AM20XA28 MetroMedic 111, 160"X 95",Chevrolet G4500 Cutaway $163,335.00
AM20XA29 MetroMedic MD, 160"x 95"International w/air ride $192,064.00
AM20XA30 MetroMedic MD, 160"X 95",Freightliner M2 /Air Ride $222,346.00
E.Remounts(See Section B,p.8 Items for specifics regarding "Remount"pricing)
AM20XEOI Remount only-Type 1 $41,036.00
AM20XE02 Remount only-Type 111 $41,036.00
AM20XE03 Remount only-Medium Duty $45,520.00
AM20XE04 Remount on chassis-Ford F-350 Type 1 $101,108.00
AM20XE05 Remount on chassis-Ford F-450 Type 1 $105,594.00
AM20XE06 Remount on chassis-Ford E-350 Type 111 $87,743.00
AM20XE07 Remount on chassis-Ford E-450 Type 111 $90,349.00
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AM20XE08 Remount on chassis-Chevrolet C3500 Type 1 $97,561.00
AM20XE09 Remount on chassis-Chevrolet G3500 Type 111 $95,279.00
AM20XEIO Remount on chassis-Chevrolet G4500 Type 111 $98,834.00
AM20XE]I Remount on chassis-RAM 3500 Type 1 $94,697.00
AM20XE12 Remount on chassis-RAM 4500 Type 1 $100,253.00
AM20XE13 Remount on chassis-Chevrolet 450OHD Type 1 $93,055.00
AM20XE14 Remount on chassis-International MV Type 1 $103,946.00
AM20XE15 Remount on chassis-International CV Type 1 $105,945.00
AM20XE16 —]'Remount on chassis-Frei ghtlinerM2 Type 1 $105,382.00
I.Frontline Communications
C.Other Specialty Vehicle or Equipment
AM201C0l C-17 Chevrolet Suburban-4x4 $154,865.00
AN1201CO2 C-20 Ford Transit Rapid Response van $166,635.00
AM201CO3 C-20 Ford Transit Rapid Response van 4x4 $176,093.00
AN1201C04 CRU-22-3 Transit 350 High Roof van-9,500 GVWR $219,449.00
AM201C05 C-23 Sprinter Mobile Command/Communications van $184,372.00
AM20IC13 C-25 F-650-26,000 GV`WR-25 feet approximate length-Modular $370,884.00
aluminum body.
AM20IC14 C-30 Freightliner M2-106-33,000 GVVVR-30 feet approximate $459,968.00
length-Modular aluminum body.
AM20IC17 C-35 Freightliner M2-106-33,000 GV`WR-35 feet approximate $525,847.00
length-Modular aluminum body.
AM20IC21 C-40 Freightliner M2-106-54,000 GVWR-40 feet 9 inches $581,804.00
approximate length-Modular aluminum body.
AM20IC24 C-40 Arrow XT Command/Communications,40 feet 9 inches approxi $957,860.00
AM20IC25 C-40 Velocity Command/Communications,40 feet 9 inches approxime $956,124.00
AM20IC26 C-44 Freightliner M2-106-54,000 GVWR-44 feet 9 inches approxirr. $619,536.00
AM20IC30 C-20T Custom Trailer-20 foot aluminum body, $154,275.00
AM20IC31 C-29T Custom Trailer-29 foot aluminum body, $210,482.00
AM20IC32 C-35T Custom Trailer-35 foot aluminum body, $305,722.00
AM20IC33 C-42T Custom Trailer -42 foot,Modular aluminum body $820,522.00
AM20IC34 C-53T Custom Trailer, 53 body,Modular aluminum body $1,009,266.00
AM20IC35 �]Command Refurb/Technology Refresh $228,046.00
DocuSign Envelope ID:6770BC6F-6A56-41FC-AF19-EO38E9DClD9D
AMENDMENT No. 1 to CONTRACT No.AMIO-20
For
Ambulances,EMS & Other Special Service Vehicles
Between
HOUSTON-GALVESTON AREA COUNCIL
And
Minuteman Fire& Rescue Apparatus Inc.
THIS AMENDMENT modifies the above referenced Contract as follows:
This contract is extended through September30,2023 Midnight CT.
Unless otherwise noted,this amendment goes into effect on the date signed by H-GAC. All otherterms and
conditions of this Contract shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly
authorized representatives.
9gn•d by:Signed for Houston-Galveston Area Council, ED—
Houston,Texas •Chuck Wemple,Executive Director
10/19/2022
Date:
Docuftned by:
Signed for: Minuteman Fire&Rescue Apparatus Inc. E-1rR411R,38FQ9PA11.
William "Bill" O'Connor vice President Sales
Printed Name& Title:
10/13/2022
Date:
Revised 6.1.18