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REV: 04-29-25 LF <br />price, quantities billed, extended totals, and applicable taxes as set forth in Section 9 of <br />this Purchase Agreement. <br />8. Packing and Shipping. Deliveries must be made as specified, without charge for <br />boxing, crating or storage unless otherwise specified. Goods must be suitably packed to <br />secure lowest transportation costs and, in accordance with the requirements of common <br />carriers, in a manner to assure against damage from weather or transportation. Packing <br />lists specifying the quantity and description of the Goods must accompany each box or <br />packing shipment. City’s count or weight will be final and conclusive on shipments not <br />accompanied by packing lists. Shipments for two or more destinations when so directed <br />by City will be shipped in separate boxes or containers for each destination, at no charge. <br />9. Taxes. Vendor must separately state on all invoices any taxes imposed by the <br />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 <br />the total price and identified. Unless otherwise set forth in this Purchase Agreement, the <br />purchase price will be considered to include state and City sales or use tax. <br />10. Warranty. Vendor warrants that all Goods will conform to applicable specifications, <br />drawings, description, and samples, and will be merchantable, of good workmanship in <br />material, free from defect, and having good, marketable title. Unless manufactured <br />pursuant to detailed design furnished by City, Vendor assumes design responsibility and <br />warrants the Goods to be free from design defect and suitable for the purposes intended <br />by City, and that such Goods if installed by Vendor will conform to applicable <br />specifications. Vendor’s warranties, together with its service guarantees, must run to City <br />and its customers or users of the Goods and Services and must not be deemed exclusive. <br />City’s inspection, approval, acceptance, use of, and payment for all or any part of the <br />Goods and Services must in no way affect its warranty rights whether or not a breach of <br />warranty had become evident in time. <br />11. Intellectual Property Warranty. Vendor represents and warrants that the Goods <br />and any other materials or deliverables provided under this Agreement are either original, <br />or not encumbered, and do not infringe upon the copyright, trademark, patent, or other <br />intellectual property rights of any third party, or are in the public domain. <br />12. Changes. City may, by written notice, change specifications of the Goods and <br />Services. Upon receipt of any notice, Vendor will promptly make the changes in <br />accordance with the terms of the notice. If any change causes a change in the cost of <br />performance or in the time required for performance, the Parties must promptly negotiate <br />an equitable adjustment and amend the Purchase Agreement accordingly. Vendor must <br />deliver to City as promptly as possible, and in any event, within thirty (30) days after <br />receipt of change notice, a statement showing the effect of any change in the delivery <br />dates and prices; within an additional thirty (30) days, Vendor must supplement the <br />statement with detailed specifications of the adjustment amount and supporting cost <br />figures. Any cost changes under this section must be approved by the Public Works Fleet <br />Superintendent or their designee. Vendor’s failure to submit a statement or supplement <br />ATTY/AGR.2025.089/Fire Apparatus Solutions (Purchase of Spartan-LTC 105' TDA) (Page 3 of 150)