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REV: 10-14-24 MI arrange to pick-up Goods from Vendor’s place of business or at a location agreed upon by both Parties. 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 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. 5. Purchase Price. The aggregate purchase price for the Goods and Services provided under this Master Purchase Agreement will not exceed One Hundred Five Thousand Dollars ($105,000). The purchase price for the Goods and Services shall be on a cost per unit 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 in accordance with the terms of this Master Purchase Agreement. Invoices must contain the purchase order number, description of Goods, unit measurement and price, quantities billed, extended totals, and applicable taxes. 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 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 or as agreed to by Vendor and City in writing. 7. Delivery Risk of Loss. All Orders will be F.O.B. plant if not otherwise specified. Freight terms may be adjusted so that additional fees for standard parcel ground freight may be invoiced to the City. If this occurs, fees will be noted at time of Order. 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 conditions of the specifications. City may reject any Goods and Services that do not conform to the terms ATTY/AGR.2024.190/Elliott Auto Supply Co., Inc. dba Factory Motor Parts (Supply of OEM Automotive Parts) (Page 2 of 10)