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4 <br /> <br /> b. Additional Changes. <br /> <br /> i. Component Price Volatility; Increases Imposed by Manufacturer. GSFA shall not be responsible <br />for (i) any unforeseen price increase or surcharge enacted by suppliers of major components of the Product <br />(including but not limited to commercial chassis, engine, transmission, and fire pump); or (ii) price increases imposed <br />on GSFA by Manufacturer pursuant to Manufacturer’s terms and conditions for sale of the Product (a “Manufacturer <br />Price Increase”), after Customer becomes bound by the Agreement. Customer shall be responsible for all amounts <br />arising from any price increases for major components of the Product (including all associated taxes and fees <br />thereon) for the Product or any Manufacturer Price Increases occurring after the execution of the Agreement which <br />increases the cost of the Product to GSFA, and such amounts will be documented on a Change Order adjusting the <br />Grand Total Purchase Price accordingly. Customer shall pay any such price increase prior to Product delivery. A <br />Manufacturer Price Increase may include, but shall not be limited to, an increase in Product price resulting from an <br />increase in the Producer Price Index of Components for Manufacturing (see www.bls.gov Series ID: WPUID6112) in <br />excess of a compounded annual growth rate of five percent (5%), as measured between the month Manufacturer <br />accepts the applicable Product order and the month that is fourteen (14) months prior to the then-current estimated <br />Product completion date (the foregoing, a “PPI-Based Price Increase”). If, upon Customer’s receipt of a Change <br />Order reflecting a PPI-Based Price Increase, Customer elects to terminate the applicable Product Order in accordance <br />with Section 8.b.iii rather than pay such increase, then in lieu of the cancellation fees described in Section 9.a hereof <br />GSFA shall be entitled to recover and Customer shall pay GSFA’s actual non-reimbursable costs incurred in <br />connection with the Product order through the date of Customer’s termination of such Product order. <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 by <br />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 />Page 329 of 782