Agmt22 PAX Water Technologies, Inc.

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REV: 04-25-2022 RL PURCHASE AGREEMENT FOR GOODS, COMMODITIES, AND SERVICES This Purchase Agreement for goods, commodities and services (“Purchase Agreement”) is made and entered into on this ______ day of ______________ 2022 (the “Effective Date”) by and between PAX Water Technologies, Inc., a Delaware corporation (“Vendor”), and the City of Redwood City, a California charter city and municipal corporation (“City”). City and Vendor are sometimes referred to hereinafter individually as “Party” and collectively as “Parties.” RECITALS A. Following a solicitation process, Vendor submitted the lowest responsive and responsible bid received by City. B. City now desires to purchase the agreed upon goods and services from Vendor pursuant to the terms and conditions of this Purchase Agreement. NOW THEREFORE, in consideration of the faithful performance of the terms and conditions set forth in this Purchase Agreement, the Parties hereto agree as follows: 1. Purchase of Goods and Services. City agrees to purchase, and Vendor agrees to sell, the goods (“Goods”) and to provide any services related to the installation or delivery of the Goods (“Services”) set forth in (i) Exhibit “A”, Scope of Purchase and Fee, (ii) City’s Notice Inviting Sealed Bids (“City’s Bid Documents”) and (iii) Vendor’s Bid in response thereto (“Vendor’s Bid”). City’s Bid Documents and Vendor’s Bid will be referred to collectively as the “Bid Documents.” The Goods will be in compliance with all of the standards and specifications set forth in (i) Exhibit “A” and (ii) the Bid Documents, and the Services will be provided in a manner consistent with that level of care and skill ordinarily exercised by members in the same profession, practicing in the same locality under similar conditions. In the event of any conflict, the order of precedent will be as follows: (i) specifications set forth in this Purchase Agreement; (ii) City’s Bid Documents; and (iii) Vendor’s Bid. There will be no substitution of Goods or Services without the prior written authorization of City. 2. Delivery Date. The Goods must be shipped and must arrive at the destination specified in Section 17 of this 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 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. ATTY/AGR.2022.097/PAX Water Technologies, Inc. (Page 1 of 10) 12th May