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04
City of Pleasanton
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CITY CLERK
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AGENDA PACKETS
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2023
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090523 SPECIAL
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04
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8/30/2023 4:25:08 PM
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8/30/2023 4:02:42 PM
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CITY CLERK
CITY CLERK - TYPE
AGENDA REPORT
DOCUMENT DATE
9/5/2023
DESTRUCT DATE
15Y
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3 <br /> <br />7. Delivery; Inspection and Acceptance. <br /> <br />a. Delivery. Subject to Section 5 hereof, the Product is scheduled to be delivered to the location and within <br />the time period specified in the Product Proposal. Such delivery date is an estimate, and GSFA is, notwithstanding <br />this Section 7.a, not bound to such date unless it otherwise agrees in a separate writing to complete delivery by a <br />date certain. For the avoidance of doubt, GSFA is not responsible for delivery delays caused by or because of actions, <br />omissions or conduct of Customer, the Manufacturer, or their respective employees, affiliates, suppliers, <br />contractors, and carriers. Risk of loss for the Product shall pass to Customer at the point and time of delivery (which <br />shall include an attempted delivery by GSFA which cannot be completed due to any act of Customer). However, title <br />to the Product shall only pass to Customer upon delivery if Customer has then fully paid GSFA all amounts due <br />hereunder (including additional amounts due under any valid Change Order). Absent GSFA’s separate written <br />agreement, which it may or may not provide in its sole and absolute discretion, delivery of the Product will not occur <br />before Customer has fully paid all amounts due under the Agreement and provided proof of insurance reasonably <br />satisfactory to GSFA. If GSFA permits Customer to take possession of the Product, Customer may not mount <br />equipment, conduct training, or place the Product into service until all amounts due under the Agreement have been <br />paid. If Customer has ordered multiple Products, GSFA reserves the right to deliver such Products in installments <br />and to separately invoice Customer for such Products. <br /> <br />b. Inspection and Acceptance. Upon delivery, Customer shall have ten (10) calendar days within which to <br />inspect the Product for substantial conformance to the Specifications, and in the event of substantial non- <br />conformance to the Specifications to furnish GSFA with written notice sufficient to permit GSFA to evaluate such <br />non-conformance (“Notice of Nonconformance to Specifications”). Contingent upon part availability and <br />Customer’s cooperation, any Product not in substantial conformance to material Specifications shall be remedied by <br />GSFA (by repair or replacement, at GSFA’s election) within thirty (30) calendar days from GSFA’s receipt of the Notice <br />of Nonconformance to Specifications. In the event GSFA does not receive a Notice of Nonconformance to <br />Specifications within ten (10) calendar days of delivery, the Product will be deemed to be in conformance with <br />Specifications and accepted by Customer. <br /> <br />8. Changes to Agreement Terms. <br /> <br />a. Change Orders. The Customer may request that GSFA incorporate a change to the Product or the <br />Specifications for the Product, or GSFA may submit changes to the Agreement required or permitted to be made by <br />GSFA (pursuant to Section 8.b or otherwise) by delivering a written Change Order to the other party hereto, which <br />shall include a description of the proposed change sufficient to permit the receiving party to evaluate the feasibility <br />of such change (either, a “Change Order”). For any Change Order submitted by Customer, GSFA will provide <br />Customer a written response (a “Response”) stating (i) whether GSFA will accommodate such Change Order (which <br />GSFA may decide in its sole and absolute discretion); and (ii) the terms of the modification to the order, including <br />any increase or decrease in the Grand Total Purchase Price resulting from such Change Order, a date on which any <br />increase in the Grand Total Purchase Price must be paid, and an estimate of any effect on production scheduling or <br />delivery resulting from such Change Order. Customer shall have seven (7) calendar days after receipt of the Response <br />to notify GSFA as to whether Customer desires to make the changes GSFA has approved in the Response. In the <br />event Customer countersigns GSFA’s Response, Customer shall pay the increase (or be refunded the decrease) in <br />the Grand Total Purchase Price by the date specified in the Response. GSFA may also send Customer a Change Order <br />to account for any changes to the Agreement required or permitted to be made by GSFA (including those changes <br />required pursuant to Section 8.b hereof), and such Change Order shall be effective upon delivery to Customer unless <br />Customer elects to terminate the applicable Product order under the Agreement in accordance with Section 9. <br /> <br /> b. Additional Changes. <br /> <br /> i. Component Price Volatility. GSFA shall not be responsible for any unforeseen price increase or <br />surcharge enacted by suppliers of major components of the Product (including but not limited to commercial chassis, <br />engine, transmission, and fire pump) after Customer becomes bound by the Agreement. Customer shall be <br />responsible for all amounts arising from any price increases for major components of the Product (including all
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