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Terms and Conditions - 2 <br />B. Within 30 days after Apparatus acceptance and delivery to the City of an invoice for the <br />Apparatus, the City will pay Seller the Apparatus purchase price in full. The City will not make <br />any payments to Seller for an Apparatus pre-acceptance. <br />6. City Termination Rights. In addition to any other remedies the City may have under applicable <br />law, the City may terminate without liability to Seller an already-placed order for an Apparatus in <br />the following circumstances: <br />A. Seller’s material breach of this Agreement with respect to the Apparatus, which breach <br />remains uncured 90 days after written notice thereof to Seller from the City. <br />B. Seller has not delivered the Apparatus ready for acceptance by the City by the Final <br />Acceptance Deadline. <br />C. Prior to the Final Acceptance Deadline, the City has reasonably determined that Seller will <br />be unable to deliver the Apparatus ready for acceptance by the City by the Final Acceptance <br />Deadline. <br />In addition, the City may terminate this Agreement and order(s) hereunder if Seller is voluntarily <br />or involuntarily dissolved, or is adjudged to be bankrupt or is subject to a general assignment for <br />the benefit of its creditors, or if a receiver should be appointed on account of insolvency. For the <br />purpose of this Section, “bankrupt” shall mean the filing of a voluntary or involuntary petition of <br />bankruptcy or similar relief from creditors, insolvency, the appointment of a trustee or receiver, <br />or any similar occurrence reasonably indicating an imminent inability to perform substantially all <br />of Seller’s obligations under this Agreement. <br />7. Title/Risk of Loss. Seller bears all risk of loss or of damage prior to the City’s acceptance. Upon <br />acceptance of an Apparatus by the City and payment in full for the Apparatus to the Seller, the <br />Seller and the City will execute all documents necessary to transfer title of the Apparatus to the <br />City. Seller warrants that each conveyance of an Apparatus to the City will be free and clear of <br />all liens, security interests, and encumbrances. <br />8. Other Services and Deliverables. Seller will provide other services and deliverables as set forth <br />in the RFP. <br />9. Warranties. Seller warrants that the manufacture and completion of each accepted Apparatus is <br />in accordance the Final Approved Plans for that Apparatus. In addition, Seller will provide all <br />warranties stated in the RFP or in the Proposal. <br />10. Order of Precedence. The following is the order of precedence for the Agreement, with higher- <br />listed parts governing lower-listed parts: <br />i. Basic Provisions <br />ii. Terms and Conditions <br />iii. RFP <br />iv. Proposal <br />No terms or conditions generated by Seller, whether contained in the Seller’s purchase order <br />acknowledgement or invoice or otherwise, are part of this Agreement. <br />11. Miscellaneous. <br />A. Subletting/Assignment of Contracts. Seller shall not sublet or assign any of this Agreement <br />without the express, prior written consent of the City Project Manager.