TABLE OF CONTENTS TECHNICAL SPECIFICATIONS ATTACHMENTS

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2 TABLE OF CONTENTS REQUEST FOR PROPOSALS PROPOSAL FORM TECHNICAL SPECIFICATIONS SECTION PRE-PACKAGED FIRE PUMP SKID ATTACHMENTS PLANS SAMPLE SALES AGREEMENT

3 REQUEST FOR PROPOSALS CITY OF HINESVILLE PRE-PACKAGED FIRE PUMP SKID The City of Hinesville will accept sealed proposals for the following systems: PRE-PACKAGED FIRE PUMP SKID A model specification for all equipment is attached. Any supplier not specifically meeting the specification must prequalify to submit a proposal. Submittals may be made that vary from the specification; however, all evaluations and comparisons will be made using the model specification as a basis. Each proposal shall include a completed and bound proposal form along with an insurance certificate, system design calculations, life cycle cost estimate, list pumps, motors, electrical schematic plus list of controllers, ATS, all mechanical equipment and proposed schedule of delivery. The schedule shall anticipate one (1) week for review and approval of RFP Responses. The schedule should anticipate notice of award to supplier by December 6, 2018, and provide for delivery, which will allow all systems to be installed and operational as soon as possible. Once the system is selected, the owner and suppliers will cooperatively work to obtain bids from installation contractors. All equipment must be delivered to the City of Hinesville on a flatbed trailer. All prices shall include freight on board to City of Riceboro City Hall. The specifications reference both contractor and supplier. The supplier information is most pertinent to this RFP; however, contractor responsibilities are shown to indicate future coordination. The system design shall meet all requirements of the attached plans and specifications The City of Hinesville will accept proposals for the project until 11:00 a.m. local time, on Monday, November 28, 2018 for all equipment required to fully meet all requirements of this request. All proposals will be delivered to P. C. Simonton & Assoc. Inc., 1050 Parkside Commons, Suite 101 Greensboro, GA or ed to admin@pcsimonton.com before the date and time stated. Any supplier desiring a meeting to discuss the project should contact Paul Simonton at (706) Time is of the essence and every effort will be made to address all questions or concerns as time permits. Any manufacturer desiring to include their equipment as an acceptable alternate will be required to compare their equipment to the specification and outline all differences, no exceptions. Any difference not included in the submittal package will be grounds for elimination without the opportunity to resubmit. Submittals made not using the attached forms will be grounds to eliminate that proposal. All requests for acceptable alternates must be received two weeks prior to November 12, All proposals must include four (4) copies of the full submittal, to include equipment shop drawings, electrical diagram and power requirements, and a list of required materials that are supplied by others. The City reserves the right to reject any and all proposals and may select individual pieces of equipment from any proposal.

4 Revised 1/28/12 PROPOSAL FORM CITY OF HINESVILLE PRE-PACKAGED FIRE PUMP SKID [Must follow order and all sections must be included, but form may be added to Company letterhead] 1) Company Information (Supplier/Proposer): 2 pages max., single sided a. Company name b. Address c. Phone number d. Years in business e. Client reference list f. Sales representative contact and years with company 2) Manufacturer Information (equipment): 2 pages max., single sided a. Name b. Address c. Years in business d. Equipment being provided 3) Equipment Being Supplied (brief summary): 2 pages max., single sided a. Equipment name b. Installations, minimum of two (2), with contact information in southeast c. Brief description of equipment 4) Deviations from Specification: 1 page max., single sided List and summarize deviation from specification and describe benefits of deviation, if any. If no benefit, state as such. If negatively affects, state how. 5) Cost Proposal Form (see next sheet): Tabbed Separately 6) Attachments: Tabbed Separately a. Bid Bond b. Insurance Certificate c. System Design Calculations d. Life Cycle Cost Estimate e. Equipment List (all motors, controllers, and mechanical equipment) f. Electrical Schematics g. Manufacturing and Delivery Schedule h. Installation List with Contact Information in the United States P-1

5 COST PROPOSAL FORM CITY OF HINESVILLE PRE-PACKAGED FIRE PUMP SKID I certify that can meet the requirements of the provided sample sales agreement. The cost provided includes the manufacturing, shipping, and delivery (freight on board) on flatbed trailer to Hinesville Police Station of. The cost includes equipment startup and warranty (Equipment Name) as specified. (Company) Total Cost: PRE-PACKAGED FIRE PUMP SKID (including start up, testing to full & successful operation) Delivery time after shop drawing approval Printed Name and Title of Authorized Officer or Agent Date Signature of Authorized Officer or Agent Subscribed and sworn before me on this day of, Notary Public Commission Expires P-2

6 SECTION PRE-PACKAGED FIRE PUMP SKID PART 1 - GENERAL 1.01 SCOPE A. This specification covers the manufacturing and supplying 1 (qty.) packaged fire pump system including a vertical inline fire pump complete with motor, vertical inline electric fire pump, controller(s), ATS, jockey pump, jockey pump controller, tank recirculation pump and control, and all other accessories as outlined and/or shown on drawing. The equipment supplier shall provide for the contractor to install a pre-packaged fire pump system, designed in accordance with the requirements of N.F.P.A. Pamphlet #20. The fire pump shall be listed by Underwriters Laboratories and/or approved by Factory Mutual for fire pump service at the specified rating. The system manufacturer will assume unit responsibility for the proper operation of the entire packaged system as specified herein. The system packager should be the original equipment manufacturer of the UL listed and FM approved fire pump(s) used on equipment skid. Should potential bidders choose to use a packager that is not the OEM of UL listed and FM approved fires pumps, prior approval is required and must be presented with bid. B. The Fire Pump Skid manufacturer shall have a quality management system in place and shall be ISO 9001 Certified. C. Skid size shall not exceed 11 L x 5 W and shall include all items listed above as part of the system. D. Suction / Discharge connection shall be made through the floor of the proposed bldg. enclosure DESIGN A. Fire Pump shall be designed to deliver 750 GPM when operating against a TDH of 150 psi. The pump shall also deliver not less than 150% of rated capacity at a pressure not less than 65% of rated head. The pump shut off head shall not exceed 140% of the rated head PART 2 - PRODUCTS 2.01 ELECTRIC DRIVEN FIRE PUMP A. The vertical in-line pump shall have a rated capacity of 750 GPM when operating against at 70 psi. The pump shall also deliver not less than 150% of rated capacity at a pressure not less than 65% of rated pressure. Motor and pump speed shall not exceed 3575 RPM. Unit provided under provision NFPA-20, 2007, paragraph #1-5. Unit pressure shut-off head shall not exceed 140% of rated pressure /

7 1. The pump(s) shall be listed by Underwriters Laboratories (UL). The unit shall meet all the requirements outlined in National Fire Protection Association Pamphlet 20 and shall be a Patterson Series VIP or A-C Fire Pump Series 1580 comparable and shall be 6" X 6" skid with system to meet all of the following requirements, or approved equal. 2. The pump(s) shall be constructed so that the rotating elements and motor can be removed without disturbing the piping fittings, and shall be of the back pull-out type and design. The suction and discharge flanges shall be on the same center line plain, 180 degrees apart. 3. Rotation shall be CW (clockwise) when viewed from the driver end. The casing shall be radially split with suitable connections supplied for gauges, priming, venting, and draining. The suction and discharge flanges shall be 125 lbs. ASA standard. 4. The pump shall be hydrostatically tested to 1.5 times the maximum working pressure or 250 psi minimum. The stuffing box shall be designed for long packing life. A water seal (lantern) ring shall be located near the center of the stuffing box. 5. Sealing water injection shall be through a precision drilled passage in the volute cover to the seal ring, eliminating external lines. The stuffing box gland shall exert uniform pressure on the packing. A replaceable shaft sleeve shall be locked into position by the impeller key. The impeller shall be precision cast machined and balanced for optimum pump life. 6. The pump casting shall be smooth, free of scale, lumps, cracks, sand holes and defects of any nature which may make it unfit for the use for which it is intended. The pump shall have an integrally cast easily accessible clean-out port located at the bottom of the casing. 7. The bolting of pressure-holding castings shall be such that the maximum stress on any bolt will not exceed one-fourth the elastic limit of the material as computed by using the stress area and on the basis of the water pressure equivalent to the shutoff pressure effective over the area out of the center line of the bolts. 8. The pump bearings shall have a L-10 rating of not less than 5000 hours based on load ratings and fatigue life ELECTRIC MOTOR A. The shall be 100 HP motor maximum and shall be a 286JPV, open drip-proof, ball bearing, squirrel cage, induction motor. B. The motor shall be designed for 3-phase, 60-cycle, 208 volts operation with a 1.15 service factor. The motor shall be close coupled and is an integral part of the pump ELECTRIC FIRE PUMP CONTROLLER A. The fire pump controller shall be Firetrol Mark IIXG Electric Fire Pump Controller, or equal, designed and built strictly in accordance with the latest requirements of the National Fire Protection Association's Pamphlet No /

8 B. The main fire pump controller with integrated transfer switch shall be factory assembled, wired and tested as a single unit with reduced voltage solid state starter, NEMA contactor bypass. It shall be listed and approved for fire protection service by Underwriters Laboratories and Factory Mutual Research. C. The controller short circuit current rating shall be 100,000 RMS symmetrical amps. D. The enclosure shall be floor mounted and shall not exceed 64 inches in height, 24 inches in width, or 13 inches in depth. All enclosure doors shall be equipped with safety mechanical interlocks to prevent all doors from being opened until the isolating switch is opened. E. The controller shall be provided in a dust-tight, NEMA 12 enclosure with a driphood. The finish shall be a baked on fire engine red paint. F. The Isolating Switch and Circuit Breaker shall be vertically mounted to separate any incoming line terminals from any circuit breaker terminals by at least 12 inches, no exception. The Isolating Switch and Circuit breaker shall each be provided with an operating handle. They shall be interlocked so the Isolating switch cannot be opened until the Circuit Breaker is opened. G. The controller shall utilize a pressure transducer based digital pressure switch. It shall have start and reset settings that can be set to the nearest 1.0 psi. These settings shall be readable through the door. H. All transducers, pressure switches, and all related pressurized wet parts shall all be mounted externally to the side of the controller, no exception. They shall also be mechanically protected from damage, no exception. No water pressure connection of any kind shall be provided inside the controller enclosure. I. The controller shall be rated to operate in a 50C ambient environment. J. All printed circuit boards shall be conformal coated to operate in a high humidity environment where the humidity is 95% and non-condensing. K. The control unit shall be comprised of a control board enclosed in a protective metal chassis, no exceptions. All plug-in cables shall be securely latched or locked in place. Insulation displacement connectors are not acceptable. L. Control power shall be 24 VDC and shall be derived from 3 independent, control power transformers with redundant isolated rectifier circuits. M. The controller shall have a dielectric strength of 5000 Vac for increased immunity to voltage surges. N. Power for the circuit breaker DC shunt trip solenoid shall be derived from any of the three transformers and shall be completely independent of any one single phase A.C. voltage. O. 30 mm mechanical start and stop pushbuttons shall be mounted on the door flange. They shall start and stop the pump independent of the HMI. P. An input shall be provided for a normally closed remote start contact /

9 Q. A separate input shall be provided for a normally closed deluge valve start contact. R. A test valve solenoid shall be provided on the outside of the enclosure to facilitate local pressure drop testing or auto testing. It shall include a y-strainer to protect the valve from debris. S. Anytime the test valve is operated, either through the local pressure drop test button or through the auto testing function, the transducer shall be tested. If the pressure reads greater than 10 psi while the valve is open, a Transducer/DVS failure alarm shall activate. If the transducer is disconnected, the pump shall start. T. A Failure to Start alarm shall provide an alarm when motor current is not measured within 15 seconds of the pump start demand signal. U. Motor Overload logic shall provide an alarm when motor current exceeds 120% of the motor s full load rated current. It shall not shutdown the pump. V. Precise Low Voltage logic shall provide an alarm when any phase to phase voltage is less than 85% of the controller rated voltage. W. PhaseSmart logic shall be provided to assure that the controller will not start the fire pump under single phase conditions when the voltage on any phase is lower than 65% of the rated motor voltage. However, if the motor is already running when a phase loss occurs, the Phase Smart logic shall keep the motor running. X. A Human Machine Interface (HMI) shall be provided to set up the controller and display the status but shall not be relied on for the controller operation. The accuracy of the display shall be 2 percent or 2 digits and shall be traceable to the National Institute of Standards and Technology. Y. The starting and running functions controller shall operate independently of the HMI and shall even operate with the HMI damaged or disconnected. Z. The HMI shall be a 5.7 inch, 64 K color touch screen interface that simultaneous displays all 3 phase voltages and currents, the System Pressure, Start/Reset settings, Manual/Auto Stop setting, and the Weekly/Monthly test setting. It shall also display the starting sequence and pump running status. AA. In addition, the HMI shall be capable of enabling or disabling remote or deluge start, auto testing, minimum run timing, setting sequence timing, and acceleration timing. BB. Further, it shall display the following alarms: AC Volts Low, AC Failure, CB Trip, Fail to Start, Load Shed, Lockout, Low Discharge Pressure, On Demand, Motor Overload, Over Pressure, Phase Reversal, PhaseSmart, 8 Pump House Trouble inputs, Pump Run, Single Phase Running, and Transducer Failure. CC. A password protected Setup Assistant screen is provided to quickly access the pressure start/reset settings, the sequence, accelerate time settings, the remote/deluge start settings, and the weekly/monthly test settings. DD. A Setup summary screen accessible to anyone is available to view all the controller settings /

10 EE. A Remote alarm contact testing screen shall be provided to operate each remote alarm contact individually to facilitate remote alarm testing. FF. The Alarm Silence shall be provided with a 24 hour auto re-sounding function. GG. The internal Data Recorder shall download directly through an external USB waterproof adapter to a USB drive. No codes, settings, or menu operations shall be required. Once the USB is inserted, the data recorder shall recognize the USB drive and indicate USB Active. The file shall then be automatically transferred and indicate USB OK. The USB drive can then be removed. HH. The Data Recorder shall record the system pressure every hour or every time the pressure changes by 5 psi. It shall also record all 3 phase voltages and currents on every alarm event and every 5% change from the previous reading. In addition, all active alarms and the starting sequence shall be recorded. II. Voltage Free Remote Contacts shall be provided for Pump Running (2 sets), AC Failure, Phase Reversal, System Trouble, and On Demand. JJ. Additionally, 8 programmable inputs and 8 programmable relay outputs shall be provided for any of the displayed alarms. The Voltage Free Contacts shall be rated for 6 amps at 30 vdc, 6 amps at 250 vac and have a UL pilot duty ratings of R300 and B300. KK. For building automation systems and site monitoring, an additional waterproof adapter shall be provided for external Ethernet access with the Modbus TCP/IP protocol. LL. It is intended that the manufacturer of the specified equipment shall be a business regularly engaged in the manufacture, assembly, construction, start up, and maintenance of fire pump controllers. The manufacturer shall have at least three (3) years of successful experience in providing this equipment. MM. The manufacturer's published warranty certificate for the entire controller shall be submitted to show that it covers parts and labor for a period of 2 years and parts for a period of 5 years. In addition, a guarantee shall be provided to cover parts damaged by transient voltage surges, including lightning, up to a maximum of $5,000 for a period of 5 years. NN. Certified factory test data shall be provided, if requested, to verify that the following tests have been performed: 1) A complete visual inspection; 2) A complete operational test; 3) A plumbing leakage test done at the maximum system pressure; 4) A pressure transducer accuracy test; 5) A 5000 volt dielectric voltage withstand test; and 6) A power path voltage drop test. OO. The controller shall be manufactured in the United States of America /

11 JOCKEY PUMP A. The jockey pump shall be a GRUNDFOS CR Series or A-C Fire Pump brand, centrifugal close-coupled vertical inline pump with mechanical seal, cast iron suction and discharge flanges, with stainless steel intervals or suitable equivalent. B. Designed for PSI 3450 RPM 1.5 HP, 3 Phase, 60 Cycle, 208 Volt operation JOCKEY CONTROLLER A. The jockey pump controller shall be a UL Approved Jockey Pump Controller complete with fusible disconnect, "HANDOFF-AUTOMATIC" selector switch and a pressure switch. The minimum enclosure rating shall be NEMA Type 2, drip tight. B. Controller shall have the following options, 1. Restart Time Delay 2. Running Period Timer PART 3 - INSTALLATION 3.01 FACTORY PREFABRICATION A. All of the above equipment (except the test header, hose valves, and muffler) shall be mounted on an open structural steel I-beam skid. All piping, pressure sensing lines, bypass with check valve, and shut-off valves, as well as approved suction and discharge valves shall be firmly anchored to the steel base by means of structural steel supports. All electrical wiring between controllers and drivers shall be completed and tested at the factory. The entire package will require one power connection by the electrical contractor. THE FIRE PUMP SYSTEM PACKAGER MUST BE AN ORIGINAL EQUIPMENT MANUFACTURER OF UL LISTED AND FM APPROVED, NFPA 20 FIRE PUMP 3.02 FACTORY TEST A. All equipment will be factory tested in accordance with the requirements of N.F.P.A., U.L., and F.M. Additionally, the entire package system will be hydrostatically tested by the system manufacturer prior to shipment SUBMITTAL DATA A. The submittal data for the pumping system shall include, but not limited to: pump curves, individual computer data sheets, system drawings, and complete description of control panel, with wiring diagram, sequencing data, instrumentation, alarms, and copy of certificate of $1,000, minimum liability insurance /

12 3.04 GUARANTEE A. The Pre-Packaged fire pumping system shall be guaranteed in writing by the manufacturer for a period of one year from date of shipment against defect in design, material, or construction. In addition to paragraph 2.03 Section MM FIELD ACCEPTANCE TEST AND START-UP SERVICE A. The service of a factory trained representative shall be made available on the jobsite to check installation, field acceptance testing, start-up, and instruct operating personnel. B. In order to ensure the fire pump unit is properly coordinated and will function in accordance with the intent of these specifications, all the equipment required to comprise the fire pump unit will be supplied by the fire pump manufacturer in whom shall be vested unit responsibility for the proper function of the complete fire pump unit, including the fire pump, motor or engine, base plate, control equipment and other required accessories(when applicable prepack fire pump package systems including fire pump skid and/or housed units). C. To verify compliance with this requirement of the fire pump manufacturer will be required to submit a notarized Certificate of Compliance certifying that all components of the fire pump unit were in fact supplied by the fire pump manufacturer and acknowledging its responsibility for the proper function of the unit INSTALLATION OF PRE-PACKAGED PUMP SKID A. Place, assemble, install and place into operational readiness complete pumping system and building as specified in this section, in accordance with Pre-Packaged Pump manufacturer recommendations, Drawings, FM and NFPA 20. B. FIELD QUALITY CONTROL 1. Manufacturer s field representative shall supervise installation of all items and equipment as specified in this section 2. Manufacturer s field representative and/or Contractor shall inspect job site conditions 72 hours before shipment of packaged pump module to assure field conditions compatible with system layout. 3. Manufacturer s field representative shall conduct and document acceptance tests and startup of equipment specified in this section and shall ensure conformance to acceptance requirements of NFPA 20 and FM Data Sheet 3-7N/13-4N. 4. Manufacturer s representative shall instruct Owners personnel in proper system operation and maintenance /

13 5. Manufacturer s representative shall commission equipment and certify to Owner in writing that all installation, maintenance instruction, tests, adjustments, repairs and startup are complete and that all components are ready for continuous operation /

14 Site Plan Police Station Fire Pump for City of Hinesville Liberty County, Georgia Consulting Engineers 309 NORTH MAIN STREET P.O. BOX 649 HINESVILLE, GA TEL: (912) PARKSIDE COMMONS SUITE 101 GREENSBORO, GA TEL: (706)

15 STATE OF GEORGIA COUNTY OF LIBERTY EQUIPMENT PURCHASE AND SALE AGREEMENT THIS EQUIPMENT PURCHASE AND SALE AGREEMENT (as amended, supplemented, or modified from time to time, the Agreement ) is made and entered into as of the day of 2018, by and between Corporation (hereinafter referred to as the Seller ), and CITY OF HINESVILLE, GEORGIA, a municipal corporation created and existing under the laws of the State of Georgia (hereinafter referred to as the Purchaser ). W I T N E S S E T H: WHEREAS, Seller is the owner of Generator Equipment (as more particularly described on the attached Exhibit WHEREAS, Seller wishes to sell to Purchaser, and Purchaser wishes to purchase from Seller, said Equipment upon the terms and conditions hereinafter set forth; and NOW, THEREFORE, incorporating the foregoing recitals, and in consideration of the mutual covenants, obligations and agreements hereinbelow set forth, and for other good and valuable consideration, the sufficiency and receipt of which is hereby expressly acknowledged, Seller and Purchaser do hereby agree and bind themselves as follows: ARTICLE I SALE OF EQUIPMENT; PURCHASE PRICE Section Sale of Equipment. On the basis of the representations and warranties and subject to the terms and conditions set forth in this Agreement, Seller agrees to sell, transfer, assign, convey and deliver to Purchaser, and Purchaser agrees to purchase, accept and acquire from Seller, the Equipment as more particularly described on the attached Exhibit _ Section Purchase Price. The purchase price for the Equipment shall be DOLLARS (the Purchase Price ), which shall be payable by Purchaser to Seller in accordance with Section 1.03 in cash or other immediately available funds. Section Payment Terms. 90% payable net 30 days from date of delivery of the entire equipment package. The balance of 10% is due 30 days after successful start-up

16 ARTICLE II DELIVERY OF EQUIPMENT Unless otherwise set forth in this Agreement, the Equipment shall be delivered to Purchaser s facility located at the Hinesville Police Station (115 East M.L. King Jr Drive, Hinesville, Ga 31313), and title and liability for loss or damage shall pass to Purchaser only upon Purchaser s formal written acceptance of said Equipment and commencement of the unloading by the buyer s Contractor. Seller shall be solely liable for any loss or damage prior to commencement of off-loading; it being understood and agreed that acceptance by Purchaser shall not relieve Seller from any of its warranties or other obligations under this Agreement intended to survive such delivery. Buyer shall bear all insurance and transportation expenses, including, but not limited to, any associated taxes, duties and other expenses incurred and documentation, licenses, or clearances required at port of entry and destination, but must be included in the bid price. ARTICLE III REPRESENTATIONS AND WARRANTIES Section Representations and Warranties of Seller. As an inducement to Purchaser to enter into this Agreement and to purchase the Equipment, Seller represents and warrants to Purchaser as follows (all of which shall be deemed independently material notwithstanding any inspection by or knowledge of Purchaser): (a) Title. Seller is the lawful owner of the Equipment and has good and marketable fee simple title to the same, free and clear of all debts, security interests, liens, encumbrances, and rights of others of any nature whatsoever. (b) Additional Warranties. Seller warrants that the Equipment is capable of the specifications set forth in Exhibit _, attached to and made a part of this Agreement. Seller further warrants the Equipment to be free from defective material and workmanship and agrees to furnish free of charge any part or parts necessary to make good any defect arising due to a fault in material or workmanship of seller, provided that the claim for any such defect is made within 12 months after Equipment start-up. The foregoing is made in addition to, and not in lieu of or limitation to, any and all other warranties contained herein or otherwise made by Seller or created or implied in law or in fact, to include, without limitation, any warranties of fitness, warranties for a particular purpose, and warranties of merchantability. (c) Organization. Seller is a limited liability corporation duly created and validly existing, in good standing, under and by virtue of the laws of the State of Georgia

17 (d) Authorization. Seller has the full and complete right, power and authority to enter into this Agreement and to execute documents of conveyance of the Equipment; and the performance by Seller of its obligations hereunder has been duly and validly authorized by all necessary action on the part of the Seller and its constituent members, shareholders, partners, or principals, as the case may be; and no additional authorization, consent or permit is required. (e) No Conflicting Agreements. This Agreement and the consummation of the transactions herein contemplated, and the fulfillment of and compliance with all of the provisions hereof will not conflict with or constitute on the part of Seller a violation of or a breach of or a default under any article, charter, instrument, bylaw, indenture, mortgage, deed to secure debt, pledge, note, lease, loan, installment sale agreement, contract, or other agreement, document, or undertaking to which Seller is a party or by which Seller is otherwise subject or bound which would have an adverse impact on Seller's ability to perform its obligations hereunder. (f) No Pending Litigation. There is no action, suit, arbitration, unsatisfied order or proceeding pending or, to the best of Seller s knowledge, threatened or contemplated against or affecting Seller or the Equipment wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated by this Agreement, or which would adversely and materially affect, in any way, the validity or enforceability of this Agreement or any agreement or instrument to which Seller is a party and which is used or contemplated for use in the consummation of the transactions contemplated hereby. (g) Binding Agreement. This Agreement has been duly executed and delivered by Seller and constitutes legal, valid and binding obligations of Seller enforceable in accordance with their respective terms. (h) Signatories. The individual or individuals signing this Agreement on behalf of Seller has or have the right, legal power and actual authority to bind Seller to the terms and conditions of this Agreement. (i) Damages. Seller understands that the equipment outlined in Exhibit is a necessary and vital component to the Hinesville City Hall Municipal Facility. As such, Seller will be liable for any delays in delivery beyond the agreed contracted delivery date. Damages will be assessed and calculated based on the cost of having to rent equipment to substitute for the system until the delivery of the Equipment beyond the agreed date. All of the foregoing warranties and representations of Seller shall survive consummation of the transaction herein contemplated and shall not be deemed merged in or terminated by any instrument of conveyance, but rather shall be incorporated and made a part or said instrument of conveyance. None of the foregoing warranties and representations shall be affected by any investigation, prior knowledge, or verification by any party hereto or by anyone on behalf of any party hereto

18 In support of the foregoing, Seller shall deliver to Purchaser such evidence or documents as may reasonably be required by legal counsel for Purchaser evidencing the organizational standing and status of Seller, and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with this Agreement, as well as a certification that all of Seller s representations and warranties set forth in this Agreement remain true and correct. Section Representations and Warranties of Purchaser. As an inducement to Seller to enter into this Agreement and to sell the Equipment, Purchaser represents and warrants to Seller as follows (all of which shall be deemed independently material notwithstanding any inspection by or knowledge of Seller): (a) Organization. Purchaser is a municipal corporation duly created and validly existing under and by virtue of the laws of the State of Georgia. (b) Authorization. Purchaser has the full and complete right, power and authority to enter into this Agreement, and the performance by Purchaser of its obligations hereunder has been duly and validly authorized by all necessary action on the part of the Purchaser; and no additional authorization, consent or permit is required. (c) Signatories. The individual or individuals signing this Agreement on behalf of Purchaser has or have the right, legal power and actual authority to bind Purchaser to the terms and conditions of this Agreement. ARTICLE IV INDEMNIFICATION AND LIMITATION OF LIABILITY Section Indemnification. A. To the fullest extent permitted by Laws and Regulations, and to the extent that Seller is responsible, Seller shall indemnify and hold harmless Purchaser, and their officers, directors, shareholders, partners, employees, agents, consultants, contractors and subcontractors from any and all claims, costs, losses, and demands or judgments for damages for claims (including but not limited to fees and charges of engineers, architects, attorneys and other professionals and all court or arbitration or other dispute resolution costs) caused by, arising out of or relating to a negligent act or omission or the breach of any obligation under this Contract by Seller, or its officers, directors, shareholders, partners, employees, agents, consultants, contractors or subcontractors, or anyone for whom Seller is responsible, provided that any such claim, cost, loss, or damage; (a). Is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (other than the Goods or Special Services themselves), including the loss of use resulting therefrom; and - 4 -

19 (b) Is caused in whole or in part by any negligent act or omission of Seller or any individual or entity directly or indirectly employed to furnish any of the Goods or Special Services or anyone for whose acts Seller may be liable, regardless of whether or not caused in part by any negligence or omission of an individual or entity indemnified hereunder or whether liability is imposed upon such indemnified party by Laws and Regulations regardless of the negligence of any such individual or entity. B. The indemnification obligations of Seller under paragraph A shall not extend to the liability of Engineer and Engineer s consultants or to the officers, directors, partners, employees, agents, and other consultants and subcontractors of each and any of them arising out of: (a) The preparation or approval of, or the failure to prepare or approve, maps, Drawings, opinions, reports, surveys, Change Orders, designs, or Specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage. Section 4.02 Limitation of Liability. A. Except as may otherwise be explicitly stated in these terms and conditions, in no event shall either part by liable to the other party for any special, indirect, incidental, consequential or punitive damages arising from their respective obligations under this agreement., whether such damages are based upon breach of contract, breach of warranty, tort, strict liability or otherwise. ARTICLE V MISCELLANEOUS MATTERS Section Attorneys Fees. Should either party hereto employ attorneys, accountants, or other experts or incur other expenses in connection with the enforcement of performance or observance of any obligation or agreement on the part of the other herein contained, Seller and Purchaser (as the case may be) agree that they shall on demand therefor pay to the other party the reasonable fees of such attorneys, accountants, or other experts and such other reasonable expenses so incurred by the party seeking such performance to the extent such party prevails in any action pursued against the other in a court of competent jurisdiction. Section Neutral Construction; Exhibits. The parties hereto acknowledge that this Agreement was jointly negotiated and reviewed by them, and therefore no provision of this Agreement shall be construed against either party by any Court or other judicial or arbitral body by reason of such party's being deemed to have drafted or structured such provision. The exhibits referred to herein and attached hereto, or to be attached hereto, are incorporated herein to the same extent as if set forth in full herein

20 Section Relationship of Parties. Seller and Purchaser are not and shall not be considered as joint venturers, partners, or agents of the other and neither shall have the power to bind or obligate the other except as expressly set forth in this Agreement. Section No Waiver. Any failure of either party to seek redress for the violation of, or to insist upon the strict and prompt performance of, any covenants or conditions of this Agreement shall not operate as a waiver of any such violation or the other party s right to insist on prompt compliance in the future with such covenant or condition, and shall not prevent a subsequent action by such party for any such violation. No provision, covenant or condition of this Agreement may be waived by Seller or Purchaser unless such waiver is in writing and signed by such party. Section Agreement. Time of the Essence. Time is of the essence of all provisions of this Section Counterparts. This Agreement may be executed in multiple counterparts, each of which shall serve as an original for all purposes, but all copies shall constitute but one and the same Agreement, binding on all parties hereto, whether or not each counterpart is executed by all parties hereto, so long as each party hereto has executed one or more counterparts hereof. Section Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matters addressed herein, and supersedes any and all prior or contemporaneous agreements, discussions, representations or understandings between them, whether written or oral, with respect to said subject matters. Each party to this Agreement further acknowledges that no promises, representations, inducements, agreements, or warranties, other than those set forth herein, have been made to induce the execution of this Agreement by said party, and each party acknowledges that it has not executed this Agreement in reliance on any promise, representation, inducement, or warranty not contained herein or therein. Section Modification. Any modification, amendment or other change to this Agreement, or additional obligation assumed, by either party in connection therewith shall be binding only if evidenced in writing signed by each party or an authorized representative of each party. Section Severability of Provisions. If any provision of this Agreement or the application of any such provision to any person or circumstance is held unenforceable or invalid for any reason, then provided that the essential consideration for entering into this Agreement on the part of any party is not unreasonably impaired, such provision or portion thereof shall be modified or deleted in such manner as to render this Agreement legal and enforceable to the fullest extent permitted under applicable law

21 Section Facsimile as Writing. The parties expressly acknowledge and agree that, notwithstanding any statutory or decisional law to the contrary, the printed product of a facsimile transmittal shall be deemed to be written and a writing for all purposes of this Agreement, and shall otherwise constitute an original document. Section Nonassignability; Binding Effect. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but shall not be assignable by either Seller without the prior written consent of Purchaser (which may be withheld, conditioned, delayed by Purchaser in its sole discretion). Section Governing Law and Venue. The transactions contemplated hereunder and the validity and effect of this Agreement are exclusively governed by, and shall be exclusively construed and enforced in accordance with, the laws of the State of Georgia (excluding its conflicts of law rules). THE PARTIES FURTHER AGREE THAT ANY ACTION RELATING TO, OR ARISING OUT OF, THIS AGREEMENT, THE EQUIPMENT, OR ANY ACTIVITY OR UNDERTAKING CONTEMPLATED BY THIS AGREEMENT, SHALL BE INSTITUTED AND PROSECUTED IN THE COURTS OF THE COUNTY OF LIBERTY, STATE OF GEORGIA, OR THE U.S. DISTRICT COURT SITTING IN THE SOUTHERN DISTRICT OF GEORGIA, AND SELLER AGREES TO SUBMIT, AND DOES HEREBY SUBMIT, TO THE PERSONAL JURISDICTION AND VENUE OF THE SAID COURTS OF THE COUNTY OF LIBERTY, STATE OF GEORGIA, OR THE U.S. DISTRICT COURT SITTING IN THE SOUTHERN DISTRICT OF GEORGIA (AS THE CASE MAY BE), AND DOES FURTHERMORE EXPRESSLY AND SPECIFICALLY WAIVE ANY RIGHT SELLER MAY HAVE TO TRANSFER OR CHANGE THE VENUE OF ANY SUCH LITIGATION. THE PARTIES FURTHER ACKNOWLEDGE THAT NEITHER SELLER NOR PURCHASER HAVE ANY EXPECTATION THAT, AND THERE IS NO BASIS FOR, ANY SUCH ACTION BEING INSTITUTED OR MAINTAINED IN ANY COURT OTHER THAN AS SPECIFIED HEREINABOVE, AND SELLER COVENANTS AND AGREES THAT IT SHALL IN NO EVENT INSTITUTE OR PROSECUTE ANY SUCH ACTION IN ANY OTHER COURT EXCEPT AS SPECIFIED HEREINABOVE, AND THAT THIS SECTION SHALL BAR AND SERVE AS A COMPLETE DEFENSE TO ANY ACTION BROUGHT OR PROSECUTED IN ANY OTHER COURT, PROVIDED, HOWEVER, THAT THIS SECTION MAY NOT SERVE TO FRUSTRATE ANY PROCEEDING BROUGHT IN ANY OTHER COURT OR OUTSIDE THE STATE OF GEORGIA TO ENFORCE A JUDGMENT ORIGINATING FROM THE SAID COURTS OF THE COUNTY OF LIBERTY, STATE OF GEORGIA, OR THE U.S. DISTRICT COURT SITTING IN THE SOUTHERN DISTRICT OF GEORGIA. Section No Third-Party Beneficiaries. This Agreement is entered into for the sole benefit of Seller and Purchaser and no other Person is intended to be direct or incidental beneficiaries of this Agreement or otherwise entitled to enforce the terms hereof for any reason whatsoever

22 Section Interpretation. Titles of sections as set forth herein are for convenience only and in no way define, limit, amplify or describe the scope or intent of any provisions hereof. All references to sections, schedules and exhibits are to sections, schedules and exhibits in or to this Agreement unless otherwise specified. Unless otherwise specified, the words hereof, herein and hereunder and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specified, all meanings attributed to defined terms herein shall be equally applicable to both the singular and plural forms of the terms so defined and including means including without limitation. Whenever the context requires, each gender shall include all other genders. As used herein, business day means any day other than a Saturday, Sunday or other day on which commercial banks in Hinesville, Georgia are authorized or required to be closed. In the event that any date or any period provided for in this Agreement shall end on a day that is not a business day, the applicable date or period shall be extended to the first business day following such non-business day. The term Effective Date means the date when this Agreement has been fully executed by Seller and Purchaser, whichever last executed this Agreement, and any reference to the date of this Agreement, the date hereof, or any similar phrase shall refer to and mean the date of such execution. [Equipment Purchase and Sale Agreement Signature Page] IN WITNESS WHEREOF, Seller and Purchaser have executed this Agreement by causing their names to be hereunto subscribed by their duly authorized representatives, under seal, all being done as of the day and year first above written. (OFFICIAL SEAL) PURCHASER: THE CITY OF HINESVILLE, GEORGIA By: Name: Its: Attest: Name: Its: Date: - 8 -

23 [Equipment Purchase and Sale Agreement Signatures Continued] SELLER: (SEAL) By: Attest: Date: - 9 -