Agmt19 Pierce Manufacturing Inc.

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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 Vendor 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 One Million Two Hundred Eighty -Four Thousand Three Hundred Sixty Dollars and Thirty -Nine Cents ($1,284,360.39), made in one installment pursuant to a City purchase order made out to "Pierce Manufacturing 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. 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. Upon delivery, City shall have fifteen (15) days within which to inspect the Goods for substantial conformance to the material specifications, and in the event of substantial non-conformance to the material specifications to furnish Vendor with written notice sufficient to permit Vendor to evaluate such non-conformance ("Notice of Defect"). Any Goods not in substantial conformance to material specifications shall be remedied by Vendor within thirty (30) days from the Notice of Defect. In the event Vendor does not receive a Notice of Defect within fifteen (15) days of delivery, Goods will be deemed to be in conformance with specifications and accepted by City. 6. INVOICES. An invoice must be mailed to the City, Public Works Services Department, 1400 Broadway Street, Redwood City, CA 94063 no later than the fifth (5`h) day after shipment is made. Individual invoices must be issued for each shipment against each Purchase Agreement. Invoices must contain the Purchase Agreement number, description of Goods and Services, unit price, quantities billed, extended totals, and applicable taxes as set forth Section 7 of this Purchase Agreement. Page 2 of 7 REV: 03-28-19 MI ATTY/AGR.2019.073/Pierce Manufacturing, Inc.