Agmt25 Waterplay Solutions Corp.

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REV: 04-30-25 JB 3. Purchase Price. The purchase price for the Goods and Services will be Three Hundred Twenty Two Thousand Five Hundred Eighty Six Dollars and Twenty Cents ($322,586.20) subject to an additional not-to-exceed amount of Four Thousand Nine Hundred Ninety-Nine Dollars and Eighty Cents ($4,999.80) for shipping if approved in writing by the City Manager made in two installments pursuant to a City purchase order made out to Vendor. Payment will be due thirty (30) days from City’s receipt of an invoice for the Goods and Services, including a deposit invoice for 50% of materials. The Vendor will not provide a final invoice to City until all Goods have been delivered and accepted in accordance with the terms of the Purchase 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. Unless otherwise noted in this Agreement, 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. ATTY/AGR.2025.080/Makr Group (Waterplay by Makr Hoover Park Sprayground) (Page 2 of 14)