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Unless otherwise set forth in the Purchase Agreement, the purchase price will be considered to
<br />include state and city sales or use tax.
<br />9. 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 must not be deemed exclusive. The City's inspection, approval, acceptance, use of, and
<br />payment for all or any part of the Goods must in no way affect its warranty rights whether or not
<br />a breach of warranty had become evident in time.
<br />10. CHANGES. The City has the right, by written notice, to change the quantity or
<br />specifications of the Goods ordered and the terms of shipment or packaging of Goods. Upon
<br />receipt of any notice, the Vendor will proceed promptly to make the changes in accordance with
<br />the terms of the notice. If any change causes an increase or decrease in the cost or performance
<br />or in the time required for performance, an equitable adjustment must be negotiated promptly
<br />and the contract modified in writing accordingly. The Vendor must deliver to the City as
<br />promptly as possible, and in any event within 30 days after receipt of change notice, a statement
<br />showing the effect of any change in the delivery dates and prices; the statement must be
<br />supplemented within 30 days by detailed specification of the amount of the price adjustment and
<br />supporting cost figures. The Vendor's failure to submit the statements within the time limits
<br />stated will constitute its consent to perform the change without increase in price, without claim
<br />for material rendered obsolete and without change in delivery schedules.
<br />11. BUSINESS LICENSE. The Vendor must obtain a City business license, unless the
<br />Vendor qualifies for an exemption.
<br />12. NONDISCRIMINATION CLAUSE: Except as provided in Section 12940 et seq. of the
<br />Government Code, Vendor shall not discriminate against any person because of his/her race,
<br />religious creed, color, national origin, ancestry, physical disability, mental disability, marital
<br />status, mental condition, or gender, nor refuse to hire or employ a person or to refuse to select the
<br />person for a training program leading to employment or to bar or discharge the person from
<br />employment, or from a training program leading to employment, or to discriminate against the
<br />person in compensation or in terms, conditions or privileges of employment. Vendor shall insert
<br />in all subcontracts for any work covered by this Purchase Agreement this nondiscrimination
<br />provision.
<br />13. INDEMNITY. Except as to the sole negligence, active negligence or willful misconduct
<br />of the City, Vendor shall indemnify and hold the City, and its employees, officers, managers,
<br />agents and council members, harmless from any and all loss, damage, claim for damage,
<br />liability, expense or cost, including attorneys' fees, which arises out of, or is related to, or is in
<br />any manner connected with the Goods provided pursuant this Purchase Agreement and/or the
<br />performance of work, activities, operations or duties of Vendor, or anyone employed by or
<br />REV: 09-25-17 MI
<br />Page 3 of 5
<br />ATTY/AGR.2017.223/Battalion Defense
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