Agmt16 Red Cloud Inc. - Laserfiche WebLink

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2. DELIVERY DATE. The Goods must be shipped and must arrive at the destination specified on the Purchase Agreement as "Ship/Bill To" and Services must be provided by the Vendor by the request date specified therein ("Required Delivery Date"). Any failure by the Vendor to meet the Required Delivery Date will constitute a material default of this Purchase Agreement and the City may cancel any Goods not delivered in a timely manner without liability. The Vendor must notify the City immediately if the Vendor reasonably believes the Vendor will not be able to meet the Required Delivery Date for any reason and provide the City with a schedule that the Vendar reasonably believes it will be able to meet.It is within the City's discretion whether it will accept the revised schedule. 3. PURCHASE PRICE. The purchase price for the Goods and Services shall be $344,918.35, made in one installment pursuant to a City purchase order made out to "Motorola, c/o Red Cloud Inc."Vendor represents that the prices quoted to or paid by the City will not exceed current prices charged to any other customer by the Vendor on the Execution Date for items that are the same or substantially similar to the Goods, taking into consideration the quantity under consideration, and the Vendor will forthwith refund any amounts paid by the City in excess of the price. 4. CANCELLATION AND TERMINATION. The City reserves the right to terminate or cancel any portion of this Purchase Agreement at any time prior to the delivery of Goods and Services,with or without cause,by giving Vendor written notice.There shall be no period of grace after giving the notice of cancellation or termination. Cancellation or termination shall become effective immediately upon the giving of notice by personal delivery or maiL In the event of breach of the Purchase Agreement by Vendor, City may terminate the Purchase Agreement immediately without notice,may reduce payment to the Vendor in the amount necessary to offset City's resulting damages, may procure substitute goods or services at Vendor's expense, and/or may pursue any other available recourse against Vendor. Vendor may not terminate this Purchase Agreement except for cause. Upon termination of this Purchase Agreement by City for any reason, City may require Vendor to provide all finished or unfinished goods, documents, data, diagrams, drawings,materials or other matter prepared or built by Vendor in connection with its performance of this Purchase Agreement. 5. DELIVERY RISK OF LOSS. All orders will be F.O.B. destination if not otherwise specified. Risk of loss or damage to the Goods must remain with the Vendor until the Goods have been delivered to and accepted by the City. All Goods and Services will be received by the City subject to its right of inspection, rejection, and revocation of acceptance under the Uniform Commercial Code. The City will be allowed a reasonable period of time to inspect the Goods and Services and to notify Vendor of any nonconformance with the terms and conditions of the specifications. The City may reject any Goods and Services that do not conform to the terms and conditions ofthis Bid Documents.Any Goods and Services rejected may be returned to the Vendor at the Vendor's risk and expense. 6. INVOICES.An invoice must be mailed to the City at the address specified in the Purchase Agreement as"Bill To"no later than the Sth day after shipment is made. Individual invoices must be issued for each shipment against each Purchase Agreement. Invoices must contain the Purchase ATTY/AGR/2016.039/FD RWC PURCHASE ORDER AGR(GOODS&SERVICES) REV:03-04-16 RL Page 2 of 6