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a7.

20.

21,

and faithfully perform In accordance with the provisions hereof.

Orders, fees, Invoices, and payment shall be processed and pald as specified in Section 10-
Terms & Conditions of the RFP.

Article Vill

Assignment

Neither party shall assign, transfer or otherwise dispose of this AGREEMENT or any of Its rights
hereunder or otherwise delegate any of ite duties hereunder without the prior written consent
of the other party, Any such attempted assignment or other disposition without such consent
shall be null and vald and of no force and effect.

Articla IX

Indemnification

The Vendor agrees to indemnify and save MAPC, GBPC, and the Buyers harmless from any and
all manner of suits, claims, or demands arising aut of any errors, omissions of negligence by
the Vendor (including all its employees or agents) In performing undar this AGREEMENT, or any
breach of the terms of this AGREEMENT, which constitute an obligation of the Vendor. The
Vendor shall relmbursa MAPC, GBPC, and the Buyers for any and all costs, damages, and
expenses including reasonable attorney's fees which MAPC, GBPC, and the Buyers pays, or
becomes obligated to pay, by reason of such activities or breach. The provisions of this Section
shall de in addition to and shall not ba construed es a limitation on any other legal rights of
MAPO, GPC, and the Buyers expressed or not expressed In the RFP and with respect to this

AGREEMENT,
Article Xi
Insurance

Before performing under this AGREEMENT, the Vendor shall ebtein, and shall maintain
throughout the term of this AGREEMENT, Insurance at limits specified in the RFP and provide
written documentation of such in the form specified In the RFP.

The Vendor shall give MAPC 20 days (twenty) written notice and copies of documantation In the
event of any change or cancellation of coverage.

24,

26,

27.

28,

Artiole Xil
Termination of Agreement

Either MAPC or the Vendor may terminate this AGREEMENT for cause upon written notice given
by the non-defaulting party. For the purposes of this provision, *cause® shail Inciude the failure
of 6 party to fulfil tts material duties hareunder In a timely and satisfactory manner.

MAPC shall have the right to terminate this AGREEMENT for its convenience upon fourteen (1.4)
calendar days of written notice.

Following termination of this AGREEMENT, the parties shail be selleved of all further obligations
hereunder except that

MAPC shall not be flable for payments for the services and/or expanses or lost profits of the
Vendor in the event of termination.

The Vendor shat remain lleble for any damages, expanses or flabilities artsing under this
AGREEMENT (Including Its Indemnity obligations) with respect to work performed pursuant io

the AGREEMENT,
Article Xill

Entimty of Agreement

This AGREEMENT, together with its Exhibits, the RFP referenced above and its Addenda, the
required supplemental documents and any additional exhibits, constitute the entire
AGREEMENT between MAPC end the Vendor with respect to the matters set forth therein and
may not be changed (amended, medified or terms waived) exvept by a writing signed by both
parties, Any notices required or allowed shall be sant by recelpt-verifled mall, amail, fax or

courier to the persons designated In Exhibit A.

The provisions of tha RFP and the Vendor's Proposal are incorporated heraln by reference. In
the event of any conflict among the Contract Documents, the documents shel! be construed

aocording to the folowing priorities:
Highest Priority: Amendments to Contract (if any)
Second Priority: Contract
Third Priority: Addenda to the RFP (if any)

Fourth Priority: RFP
Fifth Priority: Vendor's Proposal

Article XIV
Sevembility

29, In the event any provision of this AGREEMENT Is found by a court of appropriate jurisdiction to

30,

31

be unlawful or invalid, the rameinder of the AGREEMENT shall remain and continue in full force
and effect.

Articia XV
4 tos | i duriadie

This AGREEMENT shall ba governed by, construed and enforced in accordance with laws of the
Commonwealth of Massachusetts. MAPC, Vendors, and Buyers agree to submit their
respective jurisdiction and venue to the state and federal courts In the Commonwealth of
Massachusetts to resolve any disputes or disagreements that may arise undar any provision of
this AGREEMENT.

Article XVI
Notice

Exvept as otherwise expressly provided in this AGREEMENT, any decision or action by MAPC
relating to this AGREEMENT, Its operation, ar termination, shall be made onty by MAPC ar its
designated representative Idantified in Exhibit A.

IN WITNESS WHEREOF, the parties have caused this AGREEMENT to be executed by their duly

authorized officers on the date written below.

For MAPC by or on behalf of the Greater Boston Police Council and its Members:

For the i ,

* Signature
ee

* Tile

* Name

os

Date

‘ 4

“See
* Affix Corporate Seal

(or mark “n/e*)

Ear A

Notice Addressees

For MAPC:

Name

Titis

Organization

Street Address

Clty, State, ZIP

Phone

Fax

email

For the VENDOR:
_DaAvID Eyciésty wet
* Name
GENERAL MAvaGet.
* The
Ava inc
Organization
Gor GM Srgser
* Street Address

Maes Gofoven, uA . O152.

* Street Address
Bop- 6 72-Zbiy
* Phone
“573-2

* Fax
_beyersi sy mee. SMe , CoM

* emall

ExHierT B
Request for Proposal #

Exniair C
Special Terms & Conditions

4. Vendor attests to and werrents any end all representations made in Vendor's Complete Price
and Complete Technical Proposals including, but not limited to, any and all representations
and warranties made by It that exceed those of the manufacturers of products and
assemblies used In its manufacture of subject apparatus and fitmants.

2. Vendor shall indemnify Guyer for any and all loss of value of manufacturers’ warranties

Incurred prior to Vendor's complets performance with regard to each Individual Buyer.
7s weeee &

Subcontractors
4. See Attached List

The Harr-Motor Company d/b/a Harr Chrysler Jeep Dodge Ram
100 Gold Star Boulevard

Worcester, MA 01606

508-595-3220

Wayside Ford, Inc.
428 Maple Street
Marlboro, MA 01752
508-460-8400

Exuarr &
Other Documents:

1. Insurance Guarantee(s)__(to be provided for Contract execution)