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REV: 08-14-23 MI conclusive on shipments not accompanied by packing lists. Shipments for two or more destinations when so directed by City will be shipped in separate boxes or containers for each destination, at no charge. 9. 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. 10. Warranty. Vendor warrants that all Goods will conform to applicable specifications, drawings, description, and samples, as per the equipment manufacturers’ specification, 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. Equipment manufactures 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. For a period of five years after acceptance of the Goods and Services by City, Vendor will facilitate the replace or repair any defective Goods and perform any related Services at City’s location, at no expense to City under the equipment manufacturers’ warranty. If Equipment manufacturer elects to repair defective goods, but cannot repair them at City’s location, Vendor will facilitate the transport/ship the defective goods to the manufacturer’s repair facility. Vendor must make all reasonable efforts on behalf of the City to expedite the repair and return the repaired goods from the manufacturer to City within 10 business days of a call for service. If Vendor fails to comply within 10 business days, Vendor will either provide substitute goods of equal type and quality until City’s Goods are returned in satisfactory operating condition to City’s satisfaction or reimburse the City for the City’s cost to buy the substitute goods. 11. 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. 12. 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; ATTY/AGR.2023.206/LEHR (MDC replacement) (Page 3 of 9)