Agmt23 Telecommunications Engineering Associates (TEA)

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REV: 05-04-23 RL 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. 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. 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 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 and to notify Vendor of any nonconformance with the terms and conditions of the specifications. City may reject any Goods that do not conform to the terms and conditions of the Bid Documents. City may return any rejected Goods to Vendor at Vendor’s risk and expense. 6. Force Majeure. City may delay delivery or acceptance of Goods and Services occasioned by causes beyond its control. Vendor will hold such Goods and Services at the direction of City and will deliver/perform them when the cause affecting the delay has been removed. 7. Invoices. Vendor must mail an invoice to City at the address specified in Section 17 of this Purchase Agreement no later than the 5th day after delivery. Vendor must issue separate invoices for each shipment made pursuant to this Purchase Agreement. Invoices must contain a description of Goods and Services, unit price, quantities billed, extended totals, and applicable taxes as set forth in Section 10 of this Purchase Agreement. ATTY/AGR.2023.101/Telecommunications Engineering Associates (TEA_) (Radio base replacement/upgrade) (Page 2 of 12)