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5. MATERIALS. All materials shall be new, in compliance with all applicable laws and codes, and shall be covered.
<br />by a manufacturer's warranty, if appropriate. If the materials or equipment included in this agreement become
<br />temporarily or permanently unavailable, the time for performance of the work shall be extended to the extent
<br />thereof, and in case of permanent unavailability, Climatec LLC shall (a) be excused from furnishing said materials
<br />or equipment, and (b) be reimbursed for the difference between the cost of the materials or equipment
<br />permanently unavailable and the cost of a reasonable substitute therefore.
<br />6. COMPLETION. The work specified in Section 1 shall be considered completed upon approval by the
<br />Purchaser, provided that the Purchaser's approval shall not be unreasonably withheld.
<br />7. WARRANTY. Climatec LLC warrants that the equipment and systems provided under this contract shall be
<br />free from defects in material and workmanship arising from normal usage for a period of one year from the date
<br />of beneficial use or eighteen months from delivery of said equipment or systems. Within the warranty period, if
<br />Purchaser provides written notice to Climatec LLC of any such defects within thirty (30) days after the appearance
<br />or discovery of such defect, Climatec LLC shall, at its option, repair or replace the defective equipment and return
<br />said equipment to Purchaser within 10 working days. Should Climatec LLC not correct such defects within 10
<br />working days, Purchaser may undertake repairs and back charge Climatec LLC for reasonable repair costs. All
<br />transportation charges incurred in connection with the warranty for equipment shall be borne by Climatec LLC,
<br />unless otherwise provided for in manufacturer warranties. These warranties do not extend to any equipment
<br />which has been repaired by others, abused, altered or misused, or which has not been properly and reasonably
<br />maintained. All transferrable manufacturer warranties associated with the equipment will be transferred to the
<br />Purchaser. These warranties are in lieu of all other warranties, expressed or implied, including but not limited to
<br />those of merchantability and fitness for a specific purpose.
<br />S. LIABILITY. Climatec LLC shall not be liable for any special, indirect, or consequential damages arising in any
<br />manner from the equipment, material, or systems furnished or the work performed pursuant to this agreement.
<br />9. 'TAXES. The price of this agreement $5,270,455.00 includes duties, sale, use, excise or other similar taxes
<br />required by federal, state or local laws in effect at the time of agreement execution.
<br />10. DELAYS. Climatec LLC shall not be liable for any delay in the performance of the work resulting from or
<br />attributed to acts or circumstance beyond Climatec LLC's control, including but not limited to acts of God, riots,
<br />labor disputes, conditions of the premises, acts or omissions of the Purchaser, or other Contractors or delays
<br />caused by suppliers or subcontractors of Climatec LLC, etc. if Purchaser delays project for greater than 60 days,
<br />Climatec LLC can recover any cost inflation on un -billed materials that were either stored or yet to be purchased.
<br />11. REBATES, UTILITY INCENTIVES, AND GRANTS. Unless otherwise stated in the project scope-of-
<br />work,
<br />cope-ofwork, or cash flow analysis, any and all rebates, incentives, grants that are earned through the course of this
<br />project from public or private utilities, municipalities, development districts or state funding are 100% the
<br />property of Climatec LLC or their designee. The paperwork, inspections and verification required to collect
<br />these monies are the sole responsibility of Climatec LLC. The customer agrees to assist Climatec LLC where
<br />required by the jurisdiction in the form of data required for the application and authorizing signatures. In the
<br />event the Customer incurs expenses related to the processing of the applications, Climatec LLC shall reimburse
<br />these direct costs.
<br />12. COMPLIANCE WITH LAWS. Cd=tec LLC shall comply with all applicable federal, state, and local laws and
<br />regulations. The laws of the State of California shall govern this Agreement. All licenses and permits required
<br />for the prosecution of the work shall be obtained and paid for by Climatec I.I.C. Purchaser agrees to provide
<br />Climatec LLC with the DIR prgeet registration number within 5 days of execution of this agreement as required
<br />per statute. Climatec LLC's failure to comply with any law(s) or regulation(s) applicable to the performance of
<br />the work hereunder shall constitute a breach of contract. Climatec LLC, once notified of the breach shall have
<br />a reasonable opportunity to cure the breach.
<br />13. DIR REGISTRATION OF CONTRACTOR AND SUBCONTRACTORS.A contractor or subcontractor
<br />shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the
<br />Public Contract Code, or engage in the performance of any contract for public work, as defined in the Labor
<br />* CL1•-■ATECy InstallationCity of San Leandro
<br />Agreement
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