Agmt17 PAX Water Technologies, Inc.

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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 due to an uncured breach by Vendor, Vendor shall only be paid for any products shipped and provided prior to notice of termination. If this Agreement is terminated without cause, City will pay Vendor for all work performed prior to Vendor's receipt of the notice of termination, together with Vendor's documented out-of-pocket expenses payable to third parties, such as restocking charges, arising due to the early termination of the Agreement; however, the total will not exceed the lump sum fee payable under this Agreement. City will make a determination of final payment based on the value of the Goods delivered to City and the percentage of Services performed. 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. 6. Delivery Risk of Loss. All orders will be F.O.B. destination to Redwood City Public Works Services 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 the destination. 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 with respect to any Goods and Services that do not conform to the description in the Bid Documents or this Purchase Agreement, or that the City discovers to be damaged or defective upon the inspection referred to below. The City will be allowed a reasonable period of time to inspect the Goods and Services not to exceed seven (7) working days after delivery and to notify Vendor of any nonconformance with the description of the Goods and Services in the Bid Documents or this Purchase Agreement, or of any damaged, defective or short -supplied Goods. The City may reject any Goods and Services that such inspection reveals do not conform to such description, or are damaged or defective. Thereafter, any Goods and Services that the City alleges do not conform to such description or to be defective shall be governed exclusively by the Vendor's warranties in Section 12 below. Any Goods and Services rightfully rejected may be returned to the Vendor at the Vendor's risk and expense. 7. 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 or Services are performed, notwithstanding any contrary provisions in the City's Bid Documents. 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 11 of this Purchase Agreement. City will pay all undisputed portions of proper invoices within 30 days of receipt thereof. Page 3 of 14 REV: 07-03-17 MI ATTY/AGR.2017.150/PAX Water Technologies - Purchase Agreement