Agmt17 PAX Water Technologies, Inc.

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ORIGINAL PURCHASE AGREEMENT FOR GOODS, COMMODITIES, AND SERVICES (PAX Water Technologies, Inc.) This Purchase Agreement for goods, co�nry�dities and ervl es ("Purchase Agreement") is made and entered into on thisbt`t" day of 11 2017 (the "Effective Date') by and between the CITY OF REDWD CI Y, a charter city and municipal corporation of the State of California ("City"), and PAX Water Technologies, Inc., a Delaware Corporation and a UGSI Solutions Company ("Vendor"). City and Vendor are sometimes referred to hereinafter individually as "Party" and collectively as "Parties". RECITALS WHEREAS, on February 24, 2017, City published a Notice Inviting Bids for Recycled Water Tank Water Quality Control System in The Daily News; and WHEREAS, the City Clerk opened the received bids at 3:30 p.m. on March 15, 2017; and WHEREAS, Vendor submitted the lowest responsive and responsible bid received by the City; and WHEREAS, City now desires to purchase the agreed upon goods and services from Vendor pursuant to the terms and conditions of this Purchase Agreement. NOW THEREFORE, in consideration of the faithful performance of the terms and conditions set forth in this Purchase Agreement, the Parties hereto agree as follows: 1. Purchase of Goods and Services. The City agrees to purchase, and Vendor agrees to sell, the goods ("Goods") and to provide the services related to the installation or delivery of such goods ("Services") set forth in (i) the City's Notice Inviting Bids and Addendum 1 ("City's Bid Documents") and (ii) Vendor's Bid in response thereto ("Vendor's Bid"), all as more particularly described in the Scope of Services attached as Exhibit B hereto. The City's Bid Documents and the Vendor's Bid shall be referred to collectively as the "Bid Documents". The Goods shall be in compliance with all of the standards and specifications set forth in the Bid Documents except as otherwise provided herein, including without limitation in Exhibit B hereto. In the event of any conflict, the order of precedence shall be as follows: (i) City's Bid Documents, except that (a) Vendor will provide a submersible pump instead of a peristaltic pump; (b) Vendor will oversee installation of the system and City will install all equipment; (c) Vendor will provide secondary containment for the skid but is not providing an enclosure for the whole Chemical Feed system ; (ii) specifications set forth in this Purchase Agreement; and (iii) Vendor's Bid. There shall be no substitution of Goods or Services, without the prior written authorization of the City. The parties stipulate that there is no conflict between (i) the City's Bid Documents and (ii) Section 26 of this Agreement, the Page 1 of 14 REV: 07-03-17 Ml ATTY/AGR.2017.150/PAX Water Technologies - Purchase Agreement