AgdaPkt 2020-02-24 Joint SA PFA - Laserfiche WebLink

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6.C. - Page 6 of 13 3. Term. Unless terminated earlier pursuant to Section 6, the term of this Agreement will be for a period of five (5) years from the Effective Date. The foregoing notwithstanding, continuation of the Agreement beyond the first year of the term is contingent upon the City Council appropriating necessary funds for this Agreement. 4. Delivery Date. The Goods must be shipped and must arrive at the destination specified in Section 18 of this Master Purchase Agreement or as otherwise specified by City. Services must be provided by Vendor by the request date specified by City ("Required Delivery Date"). Any failure by Vendor to meet the Required Delivery Date will constitute a material default of this Master Purchase Agreement and City may cancel any Goods not delivered in a timely manner without liability. Vendor must notify City immediately if Vendor reasonably believes Vendor will not be able to meet the Required Delivery Date for any reason and provide City with a schedule that Vendor reasonably believes it will be able to meet. It is within City's discretion whether it will accept the revised schedule. 5. Purchase Price. The aggregate purchase price for the Goods and Services provided under this Master Purchase Agreement will not exceed One Million Dollars ($1,000,000). The prices for individual Goods and Services will be set forth in the applicable Order and will be paid in one installment to Vendor unless otherwise stated in the Order. Payment will be due thirty (30) days from City's receipt of an invoice for the Goods and Services, provided that Vendor will not invoice City until all Goods have been delivered and accepted in accordance with the terms of the Order. Vendor represents that the prices quoted to or paid by City will not exceed current prices charged to any other customer by Vendor on the date of the Order for items that are the same or substantially similar to the Goods, taking into consideration the quantity under consideration. Vendor will immediately refund any amounts paid by City in excess of such current prices. Unless otherwise noted in this Master Purchase Agreement or an Order, the purchase price will include all shipping and delivery costs. 6. Cancellation and Termination. City may terminate or cancel this Master Purchase Agreement or Order, or any portion thereof, at any time prior to delivery, with or without cause, by giving Vendor written notice. Cancellation or termination will become effective immediately upon the giving of notice by personal delivery or mail. If Vendor breaches the terms of this Master Service Purchase Agreement or an Order, City may terminate the Master Purchase Agreement or Order immediately without notice, may reduce payment to 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. Upon termination of this Master Purchase Agreement or any Order 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 Master Purchase Agreement. Upon termination of this Master Purchase Agreement or any Order by City for any reason, City will pay only for Goods or Services ordered and accepted by City. Any payments made in advance will be returned to City on a prorated basis. Vendor may not terminate this Master Purchase Agreement or any Order except for cause. REV: 11-27-19 RL ATTY/AGR.2019.297/L.N. Curtis and Sons (Page 2 of 9) 34