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1 STANDARD TERMS AND CONDITIONS 1. Definitions. a. “Agreement” has the meaning given in the Product Proposal. b. “Customer” means the customer identified in the Product Proposal. c. “Dealer Preparation,” if applicable, means additional product(s) and/or services added by GSFA after Manufacturer’s completion of the Product and prior to delivery, in accordance with the Dealer Supplied Products/Services List. d. “Dealer Supplied Products/Services List” means the Dealer Supplied Products and/or Services List attached to the Product Proposal as Exhibit D, which reflects all Dealer Preparation under the Agreement absent a valid Change Order(s). e. “Grand Total Purchase Price” means the total purchase price for the Product identified in the Product Proposal (subject to any adjustments required or permitted by these Terms and Conditions, including by the execution of a valid Change Order(s). f. “GSFA” means Golden State Fire Apparatus, Inc., a California corporation. g. “Manufacturer” means the person or persons, company, firm, corporation, partnership, or other organization identified in the Product Proposal as responsible for manufacturing the Product. h. “Party” or “Parties” means GSFA and/or Customer, as applicable. i. “Prepayment Discount” means a discount to the purchase price for the Product granted to Customer in connection with Customer’s advance payment of the Grand Total Purchase Price (or portion thereof, as specified in the Product Proposal). j. “Product” means the fire apparatus(es) and any associated equipment listed in the Product Proposal and further described in the Specifications. k. “Product Proposal” means the GSFA proposal executed by Customer to which these Terms and Conditions are attached. l. “Product Warranties” means the Manufacturer warranties for the Product attached to the Product Proposal as Exhibit C. m. “Specifications” means the specifications for the Product attached to the Product Proposal as Exhibit B. n. “Terms and Conditions” means these Standard Terms and Conditions, which are attached to the Product Proposal as Exhibit A. 2. Purchase and Payment. a. Purchase. Customer agrees to purchase the Product at the Grand Total Purchase Price (as such amount may be adjusted in accordance with these Terms and Conditions), pursuant to the payment terms set forth in the Product Proposal. The Grand Total Purchase Price is payable in U.S. dollars. b. Contingency Reserve Fund. The Grand Total Purchase Price may include an amount to be set aside for the purpose of funding any future costs or financial obligations incurred by Customer under the Product Proposal or any valid Change Order(s) (the “Contingency Reserve Fund”). If applicable, the amount of any required Contingency Reserve Fund will be set forth in either the Product Proposal or Exhibit D. The Contingency Reserve Fund may be withdrawn against by Customer or GSFA for the purpose of satisfying Customer’s payment obligations under the initial Product Proposal or any valid Change Order(s) (including, without limitation, a Change Order submitted by GSFA pursuant to Section 8.b). If a Contingency Reserve Fund is required under the Agreement, the amount of such fund is not intended as an estimate of the actual additional costs of contingencies, Change Orders, unforeseen items or other required work that may be incurred under the Agreement after submission of the Product Proposal to Customer, which amounts Customer acknowledges may exceed the Contingency Reserve Fund amount. The balance of any Contingency Reserve Fund will be credited against Customer’s payment obligations, or otherwise returned to Customer within thirty (30) calendar days of delivery of all Products under the Agreement (provided that Customer has paid all amounts owed under the Agreement as of such date).