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9. Cancellation and Termination. The City reserves the right to terminate or cancel any portion of this Purchase Agreement at any time, 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 giving the 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. If this Agreement is terminated, Vendor shall only be paid for any products shipped and provided prior to notice of termination. Vendor shall not incur any expenses under this Agreement after notice of termination and shall cancel any outstanding expenses obligations to a third party that Vendor can legally cancel. 10. Delivery Risk of Loss. All orders will be F.O.B. destination to Redwood City Public Works Department, 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 of the Bid Documents. Any Goods and Services rejected may be returned to the Vendor at the Vendor's risk and expense. 11. Invoices. Invoices must be mailed to the Public Works Services Department at the address specified in the Purchase Agreement as "Bill To" no later than 30 days after shipment is made. Invoices must contain the name of the division, purchase order number, description of Goods and Services, unit price, quantities billed, extended totals, and applicable taxes as set forth in Section 15 of this Purchase Agreement. 12. Packing and Shiooinq. Deliveries must be made as specified, without charge, for boxing, crating, or storage unless otherwise specified. Goods must be suitably packed to secure lowest transportation costs and, in accordance with the requirements of common carriers, in a manner to assure against damage from weather or transportation. The City's order numbers and symbols must be plainly marked on all invoices, packages and shipping orders. Packing lists specifying the quantity, description, and purchase agreement number must accompany each box or packing shipment. The City's count or weight will be final and conclusive on shipments not accompanied by packing lists. Shipments for two or more destinations when so directed REV: 01-25-17 RL Page 3 of 21 ATTY/AGR.2017.015/R&B Company - Utility System Supplies Purchasing