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04
City of Pleasanton
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CITY CLERK
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AGENDA PACKETS
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2023
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090523 SPECIAL
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04
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8/30/2023 4:25:08 PM
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8/30/2023 4:02:42 PM
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CITY CLERK
CITY CLERK - TYPE
AGENDA REPORT
DOCUMENT DATE
9/5/2023
DESTRUCT DATE
15Y
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4 <br /> <br />associated taxes and fees thereon) occurring after the execution of the Agreement which increases the cost of the <br />Product to GSFA, and such amounts will be documented on a Change Order adjusting the Grand Total Purchase Price <br />accordingly. Customer shall pay any such price increase prior to Product delivery. <br /> <br />ii. New Legal Standards. In the event the Product design, materials or specifications require an <br />alteration arising from new regulations issued by any governmental entity or trade association, including, but not <br />limited to, the NFPA, DOT, and EPA, and such alteration increases the cost of the Product to GSFA, Customer shall <br />be responsible for changes to the Grand Total Purchase Price arising from such alteration. GSFA shall promptly notify <br />Customer when it becomes aware of any potential or required change in regulations occurring prior to delivery that <br />would impact the Product purchased. <br /> <br /> iii. Change Orders. Customer shall execute any Change Order submitted by GSFA documenting any <br />of the changes required or permitted by Sections 8.b.i and 8.b.ii above (which shall, to the extent practicable, itemize <br />any increases in the Grant Total Purchase Price and specify a commercially reasonable date by which Customer must <br />pay such increase), unless Customer instead elects to terminate the applicable Product order under the Agreement <br />within fifteen (15) calendar days of Customer’s receipt of such Change Order and in accordance with Section 9. <br />Absent such a termination, failure to execute a Change Order does not alter Customer’s obligations under this <br />Section 8.b. <br /> <br /> c. Changes in Commercial Specifications. Specifications for all components of the Product manufactured <br />by companies other than the Manufacturer are subject to change without notice. Specifications for such components <br />will be as available at the time of manufacture of the Product. GSFA shall not be liable for any deviations in such <br />specifications arising from a substitution of components or changes in the design of any component by their original <br />manufacturer. <br /> <br />9. Termination. <br /> <br />a. By Customer. Customer may terminate a Product order identified in the Product Proposal or a Change <br />Order by providing written notice to GSFA in accordance with Section 16 hereof. If Customer elects to terminate a <br />Product order, Customer shall pay GSFA a cancellation fee as follows: (a) after the Product order is accepted and <br />entered by GSFA, 10% of the portion of the Grand Total Purchase Price applicable to such Product (including all <br />associated taxes, fees and costs) (such amount, the “Product Purchase Price”); (b) after completion of the pre- <br />construction phase of the order process, 20% of the Product Purchase Price; and (c) after the requisition of any <br />materials or commencement of any manufacturing or assembly of the Product by either GSFA or Manufacturer but <br />before substantial completion of such Product, 50% of the Product Purchase Price. Customer shall not be permitted <br />to terminate a Product order after substantial completion of manufacturing and assembly of such Product (excluding <br />any Dealer Preparation or other pre-delivery services or untypical Product customization, if applicable). <br />Notwithstanding the foregoing, if the applicable tier of cancellation fee is not sufficient to cover all actual costs and <br />fees incurred by GSFA with Manufacturer in connection with Customer’s termination of the Product order <br />(“Manufacturer Termination Fees”), then in addition to such cancellation fee Customer shall pay the balance of all <br />Manufacturer Termination Fees. If Customer received a Prepayment Discount, such discount shall not be considered <br />for the purpose of calculating the above cancellation fee. The tier of cancellation fee applicable to any cancellation, <br />as well as the determination of whether a Product has reached substantial completion, shall be in the sole and <br />absolute discretion of GSFA. Customer may request a fee waiver, and GSFA, in its sole discretion, may agree to waive <br />and/or adjust such fee. GSFA will return the balance of the Grand Total Purchase Price or Product Purchase Price, <br />as applicable, within thirty (30) calendar days of the effective date of the cancellation of the Product order or <br />termination of the Agreement. <br /> <br />Customer may terminate the Agreement for an Event of Default by GSFA after providing GSFA with written notice in <br />accordance with Section 16 (which notice shall describe with reasonably particularity the Event of Default justifying <br />such termination) if such Event of Default remains uncured (if capable of cure) thirty (30) days following GSFA’s <br />receipt of such notice; provided, however, that the foregoing cure period shall continue if and for so long as GSFA
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