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City's discretion whether it will accept the revised schedule. 3. PURCHASE PRICE. The purchase price for the Goods and Services shall be One Hundred Ninety Seven Thousand One Hundred Fifty Two Dollars and Thirty Seven Cents ($197,152.37) made in one installment pursuant to a City purchase order made out to CDW Government. 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 the 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. The City shall pay for all costs incurred by the Vendor at the time of cancellation or termination. In the event of breach of the Purchase Agreement by Vendor, City may terminate the Purchase Agreement with thirty (30) days written notice to allow Vendor an opportunity to remedy the breach, 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 with thirty (30) days written notice. 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 and City will pay for all associated costs. 5. DELIVERY RISK OF LOSS. All orders will be F.O.B. destination if not otherwise specified. 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. 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. The City will be allowed a reasonable period of time to inspect the Goods and Services and to notify Vendor of any nonconformance with the terms and conditions of the specifications. The City may reject any Goods and Services that do not conform to the terms and conditions of the Bid Documents. Any Goods and Services rejected may be returned to the Vendor at the Vendor's risk and expense. City will endeavor to comply with Vendor's return policy, which can be found at https;//www.cdwg`conilcontent/terms-conditioiis/product-sales.aVx, to the degree that it is consistent with the Bid Documents and this Purchase Agreement. 6. INVOICES. An invoice must be mailed to the City at the address specified in the Purchase Agreement as "Bill To". Individual invoices must be issued for each shipment against each Purchase Agreement. Invoices must contain a description of Goods and Services, unit price, quantities billed, extended totals, and applicable taxes as set forth Section 9 of this Purchase Agreement. 7. PACKING AND SHIPPING. Deliveries must be made as specified, without charge, for boxing, crating or storage unless otherwise specified. Goods must be suitably packed to secure reasonable transportation costs and, in accordance with the requirements of common carriers, in a manner to protect against damage from weather or transportation. The City's order numbers must be plainly marked on all invoices, packages and shipping orders. Packing lists specifying the quantity, description, and Purchase Agreement Number must accompany each box or packing shipment. The City's count or weight will be final and conclusive on shipments not accompanied REV: 10-22-2020 PR