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0 GENERAL TERMS AND CONDITIONS until all goods or services have actually been received and accepted in writing by City. No minimum delivery amount shall be accepted by City. All goods shall be shipped F.O.B. destination designated by the City. Vendor assumes full responsibility for packing, crating, marking, transportation and liability for loss and/or damage. All transportation charges to be prepaid by Vendor. G. FORCE MAJEURE: If execution of this contract shall be delayed or suspended, and if such failure arises out of causes beyond the control of and without fault or negligence of the bidder, the bidder shall notify the City in writing within twenty-four (24) hours of such delay. H. GENERAL GUARANTEE: The Vendor guarantees that a) Vendor owns all rights, title and interest in the products and services and has the legal authority to sell, license or otherwise transfer the right to use to the City; b) the products and services are free from defects in material and workmanship for a minimum period of one (1) year from the date of acceptance by the City, unless otherwise stated as part of the bid; and c) Vendor shall repair or replace all such defective goods F.O.B. destination. I. INDEMNIFICATION: The Vendor guarantees and agrees to indemnify, defend and hold harmless the City against any or all loss, liability damages, demands, claims or costs alleged by third parties arising out of Vendor's performance. This includes defective material and products, faulty work performance, negligent or unlawful acts, and noncompliance with any applicable local, state or federal codes, ordinances, orders or statutes including, but not limited to, the Occupational Safety and Health Act (OSHA) and the California Industrial Safety Act. This guarantee is in addition to and not intended as a limitation on any other warranty, expressed or implied. J. INDEPENDENT CONTRACTOR: The Contract between the City and Vendor is not intended and shall not be construed to create the relationship of principal agent, servant, employee, partnership, joint venture, or other association, as between the City and Vendor. The Vendor understands and agrees that all persons furnishing services to the City pursuant to the Contract are, for purposes of worker's compensation, employees solely of Vendor and not of the City. The Vendor shall bear the sole liability for furnishing worker's compensation benefits to any person for injuries arising from or connected with services provided to the City hereunder. K. INSPECTION: City shall be under no obligation to unpack or inspect the products and/or service. The Vendor shall be responsible for the consequences of negligent manufacture and packing, and for the consequences of negligent handling prior to point where City assumes ownership. The expense of subsequent tests due to failure of goods first offered will be charged against the Vendor. L. INSURANCE: Prior to undertaking performance of work under this Contract, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: City of Santa Ana IFB No. 23-117A Page 14 of 21