Agmt20 Thirkellte Corp dba Aqua-Metric Sales Golden State Flow Measurement, Inc. AKA

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3. Purchase Price. The aggregate amount of purchases under this Purchase Agreement shall not exceed Five Hundred Thousand Dollars ($500,000). The purchase price for the Goods and Services shall be on a per unit basis per the price list delineated in Exhibit B. Payment will be due forty-five (45) days from City's receipt of an invoice for the Goods and Services, provided that Vendor will not invoice City until all ordered Goods have been delivered and accepted in accordance with the terms of the Purchase Agreement. 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 Effective Date 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 Agreement or the Bid Documents, the purchase price will include all shipping and delivery costs. 4. Estimated Quantity. The City does not guarantee, nor agrees to purchase a minimum quantity of Goods or Services. 5. Term. The term of this Purchase Agreement will be for a two (2) year period from the Effective Date. The foregoing notwithstanding, continuation of the Purchase Agreement beyond the first year of the term is contingent upon the City Council appropriating necessary funds for this Purchase Agreement The City Manager may amend the Purchase Agreement to extend it for two (2) additional consecutive two-year periods in amounts not -to -exceed Five Hundred Fifteen Thousand Dollars ($515,000) for the first extension term and Five Hundred Thirty Thousand Four Hundred Fifty Dollars ($530,450) for the second extension term. Any extension will require a written amendment executed by both parties indicating the effective date and length of the extended Agreement. 6. Cancellation and Termination. City may terminate or cancel this Purchase Agreement, 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 Purchase Agreement, City may terminate the Purchase Agreement 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 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. Upon termination of this Purchase Agreement 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 Purchase Agreement except for cause. 7. Delivery Risk of Loss. All orders will be F.O.B. destination if not otherwise specified. Risk of loss or damage to the Goods will remain with Vendor until the Goods have been delivered to and accepted by City. All Goods will be received by City subject to its right of inspection, rejection, and revocation of acceptance under the Uniform Commercial Code. City will be allowed a reasonable period of time to inspect the Goods REV: 01-03-20 EI ATTY/AGR.2020.001/Golden State Flow Measurement, Inc. (Page 2 of 11)