Agmt25 Ross McDonald Co., Inc. - Laserfiche WebLink

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REV: 06-27-25 VR 2. Delivery Date. The Goods must be shipped and must arrive at the destination specified in Section 16 of this 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 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. 3. Purchase Price. The purchase price for the Goods and Services outlined in Exhibit “A” will be Nine Thousand Nine Hundred Ninety Four Dollars and 88 Cents ($9,994.88) made in one installment pursuant to a City purchase order made out to Vendor. Payment will be due forty-five (45) 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 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 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 ATTY/AGR.2025.159/Ross McDonald Co. Inc. (2025) (Page 2 of 10)