Agmt23 Opti-fit International Inc. Purchase Agreement

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REV: 04-18-23 RL MASTER PURCHASE AGREEMENT FOR GOODS, COMMODITIES, AND SERVICES This Master Purchase Agreement for goods, commodities and services (“Master Purchase Agreement”) is made and entered into on this ______ day of __________ ___________ 2023 (the “Effective Date”) by and between Opti-fit International, Inc. a Nevada 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 for the purchase of treadmills and climbmills. B. City now desires to purchase the agreed upon goods from Vendor from time to time pursuant to the terms and conditions of this Master Purchase Agreement. NOW THEREFORE, in consideration of the faithful performance of the terms and conditions set forth in this Master 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 delivery of the Goods (“Services”) set forth in Exhibit “B”. There will be no substitution of Goods or Services without the prior written authorization of City. City will place an order (“Order”) on an as- needed basis with the Vendor through their sales representative. In no event shall any order form provided by the Vendor supersede the terms of this Agreement. 2. City Employees Authorized to Submit Orders. The following City employees are authorized to submit an Order pursuant to this Master Purchase Agreement: Redwood City Fire Department Personnel holding the positions of Fire Chief, Deputy Fire Chief, Battalion Chief, Fire Captain, Firefighter, Fire Marshal, Deputy Fire Marshal, Fire Prevention Officer or Management Analyst. 3. Term. Unless terminated earlier pursuant to Section 6, the term of this Agreement will be for a period of three (3) 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 ATTY/AGR.2023.082/Opti-Fit (Exercise Equipment) (Page 1 of 10) 27th April