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REV: 08-09-2021 RL 7. Invoices. Vendor must mail an invoice to City at the address specified in Section 17 of this Purchase Agreement no later than the 5th day after delivery. Vendor must issue separate invoices for each shipment made pursuant to this Purchase Agreement. Invoices must contain a description of Goods and Services, unit price, quantities billed, extended totals, and applicable taxes as set forth in Section 10 of this Purchase Agreement. 8. Taxes. Vendor must separately state on all invoices any taxes imposed by the local, state or federal state government applicable to furnishing of Goods and Services; provided, however, where a tax exemption is available, the tax must be subtracted from the total price and identified. Unless otherwise set forth in this Purchase Agreement, the purchase price will be considered to include state and City sales or use tax. 9. Warranty. Vendor warrants that all Goods will conform to applicable specifications, drawings, description, and samples, and will be merchantable, of good workmanship in material, free from defect, and having good, marketable title. Unless manufactured pursuant to detailed design furnished by City, Vendor assumes design responsibility and warrants the Goods to be free from design defect and suitable for the purposes intended by City, and that such Goods if installed by Vendor will conform to applicable specifications. Vendor’s warranties, together with its service guarantees, must run to City and its customers or users of the Goods and Services and must not be deemed exclusive. City’s inspection, approval, acceptance, use of, and payment for all or any part of the Goods and Services must in no way affect its warranty rights whether or not a breach of warranty had become evident in time. 10. Intellectual Property Warranty. Vendor represents and warrants that the Goods and any other materials or deliverables provided under this Agreement are either original, or not encumbered, and do not infringe upon the copyright, trademark, patent, or other intellectual property rights of any third party, or are in the public domain. 11. Changes. City may, by written notice, change the quantity or specifications of the Goods and Services ordered and the terms of shipment or packaging of Goods. Upon receipt of any notice, Vendor will promptly make the changes in accordance with the terms of the notice. If any change causes a change in the cost of performance or in the time required for performance, the Parties must promptly negotiate an equitable adjustment and amend the Purchase Agreement accordingly. Vendor must deliver to City as promptly as possible, and in any event, within thirty (30) days after receipt of change notice, a statement showing the effect of any change in the delivery dates and prices; within an additional thirty (30) days, Vendor must supplement the statement with detailed specifications of the adjustment amount and supporting cost figures. Vendor’s failure to submit a statement or supplement within these time limits will constitute its consent to perform the change without increase in price, without claim for material rendered obsolete, and without change in delivery schedules. 12. Business License. Vendor must obtain a City business license, unless Vendor qualifies for an exemption. ATTY/AGR.2021.210/Hi-Tech Emergency Vehicle Service, Inc. (Page 3 of 9)