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Section 394. Furthermore,the parties specifically agree to waive any and all rights to request that
<br /> an action be transferred for adjudication to another city.
<br /> B. ENTIRE CONTRACT: This Contract contains the entire Contract between the parties with respect to
<br /> the matters herein, and there are no restrictions, promises, warranties or undertakings other than
<br /> those set forth herein or referred to herein.No exceptions,alternatives,substitutes,or revisions are
<br /> valid or binding on City unless authorized by both Parties in writing. Electronic acceptance of
<br /> any additional terms, conditions or supplemental Contracts by any City employee or agent,
<br /> including but not limited to installers of software, shall not be valid or binding on City unless
<br /> accepted in writing by the City's Purchasing Agent or designee.
<br /> C. AMENDMENTS:No alteration or variation of the terms of this Contract shall be valid unless made
<br /> in writing and signed by the parties; no oral understanding or agreement not incorporated herein
<br /> shall be binding on either of the parties; and no exceptions, alternatives, substitutes, or revisions
<br /> are valid or binding on City unless authorized by both Parties in writing.
<br /> D. TAXES: Unless otherwise provided herein or by law,price quoted does not include California state
<br /> sales or use tax. Out-of-state Contractors shall indicate California Board of Equalization permit
<br /> number and sales permit number on invoices, if California sales tax is added and collectable. If no
<br /> permit numbers are shown, sales tax will be deducted from payment. The Auditor-Controller will
<br /> then pay use tax directly to the State of California in lieu of payment of sales tax to the Contractor.
<br /> E. DELIVERY: Time of delivery of goods or services is of the essence in this Contract. City reserves
<br /> the right to refuse any goods or services and to cancel all or any part of the goods not conforming
<br /> to applicable specifications, drawings, samples or descriptions or services that do not conform to
<br /> the prescribed statement of work.Acceptance of any part of the order for goods shall not bind City
<br /> to accept future shipments nor deprive it of the right to return goods already accepted at Contractor's
<br /> expense. Over shipments and under shipments of goods shall be only as agreed to in writing by
<br /> City.
<br /> F. ACCEPTANCE/PAYMENT: Unless otherwise agreed to in writing by City, 1) acceptance shall not
<br /> be deemed complete unless in writing and until all the services have actually been rendered,
<br /> inspected, and tested to the satisfaction of City, and 2) payment shall be made after satisfactory
<br /> acceptance.
<br /> G. WARRANTY: Contractor expressly warrants that the goods covered by this Contract are 1) free of
<br /> liens or encumbrances,2)merchantable and good for the ordinary purposes for which they are used,
<br /> and 3) fit for the particular purpose for which they are intended. Acceptance of this order shall
<br /> constitute an agreement upon Contractor's part to indemnify, defend and hold City and its
<br /> indemnities as identified in Article"Z"below,and as more fully described in Article"Z,"harmless
<br /> from liability, loss, damage and expense, including reasonable counsel fees, incurred or sustained
<br /> by City by reason of the failure of the goods/services to conform to such warranties, faulty work
<br /> performance, negligent or unlawful acts, and non-compliance with any applicable state or federal
<br /> codes, ordinances, orders, or statutes, including the Occupational Safety and Health Act (OSHA)
<br /> and the California Industrial Safety Act. Such remedies shall be in addition to any other remedies
<br /> provided by law.
<br /> H. PATENT/COPYRIGHT MATERIALS/PROPRIETARY INFRINGEMENT: Unless otherwise expressly
<br /> provided in this Contract, Contractor shall be solely responsible for clearing the right to use any
<br /> patented or copyrighted materials in the performance of this Contract. Contractor warrants that any
<br /> software as modified through services provided hereunder will not infringe upon or violate any
<br /> patent, proprietary right, or trade secret right of any third party. Contractor agrees that, in
<br /> accordance with the more specific requirement contained in Article"Z" below, it shall indemnify,
<br /> defend and hold City and City Indemnitees harmless from any and all such claims and be
<br /> responsible for payment of all costs, damages, penalties and expenses related to or arising from
<br /> such claim(s), including,costs and expenses but not including attorney's fees.
<br /> I. ASSIGNMENT: The terms, covenants, and conditions contained herein shall apply to and bind the
<br /> heirs, successors, executors, administrators and assigns of the parties. Furthermore, neither the
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