Agmt22 Interstate Traffic Control Products, Inc.

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REV: 04-14-2022 RL 3. Term. Unless terminated earlier pursuant to Section 6, the term of this Agreement will be for a period of one (1) year from the Effective Date. 4. Delivery Date. Vendor shall provide an estimated date of arrival for Goods at the destination specified in section 18 and will make every effort possible to have the Goods ordered by the City made available quickly. Vendor shall immediately notify the City of any delays to the original estimated date of arrival, manufacturing delays and/or problems with unavailable materials. 5. Purchase Price. The aggregate purchase price for the Goods and Services provided under this Master Purchase Agreement will not exceed Ninety-Five Thousand Dollars ($95,000). The purchase price for the Goods and Services shall be on a cost per material basis, as delineated in Exhibit A, which is attached hereto and incorporated herein by reference. 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 received and accepted in accordance with the terms of this 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. The prices in Exhibit A will remain firm for one year following the Effective Date of this Agreement. 6. Cancellation and Termination. City may terminate or cancel this Master Purchase Agreement or Order, or any portion thereof, at any time, 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. 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 and Services 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 and Services and to notify Vendor of any nonconformance with the terms and ATTY/AGR.2022.089/Interstate Traffic Control Products, Inc. (Page 2 of 17)