Agmt17 PAX Water Technologies, Inc.

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use of two (2) three hundred twenty (320) gallon drums to store the sodium hypochlorite, and the Vendor's clarification that the performance of the RSC design is dependent on the tank operations provided in the design criteria and may vary significantly under different operating conditions and/or scenarios. Since the system is designed for installation by the City's water utility staff, references to "installation" in the City's Bid Documents shall mean providing a qualified technician to oversee installation of the system by such staff. 2. Delivery Dates. The Goods must be shipped and must arrive at the destination specified on the Purchase Agreement as "Ship/Bill To" within 90 days after approval of submittals and Services must be provided by the Vendor on an agreed date, subject to the requirement that Vendor be notified at least two weeks prior to the date on which City desires Vendor to perform installation supervision, system startup and training ("Required Delivery Dates"). Any failure by the Vendor to meet the Required Delivery Dates will constitute a material default of this Purchase Agreement and the City may cancel any Goods not delivered in a timely manner without liability if such failure is not cured within ten working days. The Vendor must notify the City immediately if the Vendor reasonably believes the Vendor will not be able to meet the Required Delivery Dates for any reason and provide the City with a schedule that the Vendor reasonably believes it will be able to meet. The City in its discretion may accept the revised schedule where the delay is occasioned by unavoidable delays occasioned by circumstances beyond Vendor's reasonable control. Vendor acknowledges the importance to City of City's project schedule and agrees to use its commercially reasonable efforts to meet the schedule. City understands that Vendor's performance must be governed by sound practices. 3. Purchase Price. The purchase price for the Goods and Services shall be on a cost per material or service basis, as delineated in Exhibit A. The prices in Exhibit A are to remain firm for one year after Effective Date. 4. Estimated Quantitv- The quantity shown on Exhibit A is merely an estimate of items to be purchased. The City does not guarantee nor agree to purchase a minimum quantity. 5. Cancellation and Termination. The City reserves the right to terminate or cancel any portion of this Purchase Agreement at any time without cause, by giving Vendor written notice. There shall be no period of grace after giving the notice of cancellation or termination without cause. Cancellation or termination without cause 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 for nonperformance by notifying Vendor in writing if Vendor does not commence to cure such breach within five working days after receipt of notice of default from City and does not diligently pursue such cure to completion. In case of such an uncured breach, City, in addition to or instead of terminating the Purchase Agreement, may reduce payment to the Vendor in the amount necessary to offset City's Page 2 of 14 REV: 07-03-17 MI ATTY/AGR.2017.150/PAX Water Technologies - Purchase Agreement