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7. TAXES. The Vendor must separately state on all invoices any taxes imposed by
<br />the local, state or federal state government applicable to furnishing of Goods and Services;
<br />provided, however, where a tax exemption is available, the tax must be subtracted from the total
<br />price and identified. Unless otherwise set forth in the Purchase Agreement, the purchase price
<br />will be considered to include state and city sales or use tax.
<br />8. WARRANTY. The Vendor warrants that all Goods will conform to applicable
<br />specifications, drawings, description, and samples, and will be merchantable, of good
<br />workmanship in material, and free from defect. Unless manufactured pursuant to detailed design
<br />furnished by the City, the Vendor assumes design responsibility and warrants the Goods to be
<br />free from design defect and suitable for the purposes intended by the City, and that such Goods if
<br />installed by the Vendor shall conform to applicable specifications. The Vendor's warranties,
<br />together with its service guarantees, must run to the City and its customers or users of the Goods
<br />and Services and must not be deemed exclusive. The City's inspection, approval, acceptance,
<br />use of, and payment for all or any part of the Goods and Services must in no way affect its
<br />warranty rights whether or not a breach of warranty had become evident in time.
<br />9. CHANGES. The City has the right, by written notice, to change the quantity or
<br />specifications of the Goods and Services ordered and the terms of shipment or packaging of
<br />Goods. Upon receipt of any notice, the Vendor will proceed promptly to make the changes in
<br />accordance with the terms of the notice. If any change causes an increase or decrease in the cost
<br />or performance or in the time required for performance, an equitable adjustment must be
<br />negotiated promptly and the contract modified in writing accordingly. The Vendor must deliver
<br />to the City as promptly as possible, and in any event within 30 days after receipt of change
<br />notice, a statement showing the effect of any change in the delivery dates and prices; the
<br />statement must be supplemented within 30 days by detailed specification of the amount of the
<br />price adjustment and supporting cost figures. The Vendor's failure to submit the statements
<br />within the time limits stated will constitute its consent to perform the change without increase in
<br />price, without claim for material rendered obsolete and without change in delivery schedules.
<br />10. BUSINESS LICENSE. The Vendor must obtain a City business license, unless
<br />the Vendor qualifies for an exemption.
<br />11. NONDISCRIMINATION CLAUSE: Except as provided in Section 12940 et
<br />seq. of the Government Code, Vendor shall not discriminate against any person because of
<br />his/her race, religious creed, color, national origin, ancestry, physical disability, mental
<br />disability, marital status, mental condition, or gender, nor refuse to hire or employ a person or to
<br />refuse to select the person for a training program leading to employment or to bar or discharge
<br />the person from employment, or from a training program leading to employment, or to
<br />discriminate against the person in compensation or in terms, conditions or privileges of
<br />employment. Vendor shall insert in all subcontracts for any work covered by this Purchase
<br />Agreement this nondiscrimination provision.
<br />12. INDEMNITY. Except as to the sole negligence, active negligence or willful
<br />misconduct of the City, Vendor shall indemnify and hold the City, and its employees, officers,
<br />managers, agents and council members, harmless from any and all loss, damage, claim for
<br />REV: 07-12-17 MI
<br />Page 3 of 7
<br />ATTY/AGR.2017.162/Hi-Tech Emergency Vehicle Service, Inc.
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