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REV: 02-12-26 LF <br />arrange to pick-up Goods from Vendor’s place of business or at a location agreed upon <br />by both Parties. Any failure by Vendor to meet the Required Delivery Date will constitute <br />a material default of this Master Purchase Agreement and City may cancel any Goods <br />not delivered in a timely manner without liability. Vendor must notify City immediately if <br />Vendor reasonably believes Vendor will not be able to meet the Required Delivery Date <br />for any reason and provide City with a schedule that Vendor reasonably believes it will be <br />able to meet. It is within City’s discretion whether it will accept the revised schedule. <br />5. Purchase Price. The aggregate purchase price for the Goods and Services <br />provided under this Master Purchase Agreement will not exceed One Hundred Eight <br />Thousand Dollars ($108,000). The purchase price for the Goods shall be on a cost per <br />unit basis and Services shall be paid on hourly basis, as delineated in Exhibit A, which is <br />attached hereto and incorporated herein by reference. Payment will be due thirty (30) <br />days from City’s receipt of an invoice for the Goods and Services, provided that Vendor <br />will not invoice City until all Goods have been received and accepted on each invoice, in <br />accordance with the terms of this Master Purchase Agreement. <br />6. Cancellation and Termination. City may terminate or cancel this Master Purchase <br />Agreement or Order, or any portion thereof, at any time, with or without cause, by giving <br />Vendor thirty (30) days prior written notice. If Vendor breaches the terms of this Master <br />Purchase Agreement or an Order, City may terminate the Master Purchase Agreement <br />or Order immediately without notice, may reduce payment to Vendor in the amount <br />necessary to offset City’s resulting damages, may procure substitute goods or services <br />at Vendor’s expense, and/or may pursue any other available recourse against Vendor. <br />Upon termination of this Master Purchase Agreement or any Order by City for any reason, <br />City may require Vendor to provide all finished or unfinished goods, documents, data, <br />diagrams, drawings, materials or other matter prepared or built by Vendor in connection <br />with its performance of this Master Purchase Agreement. Upon termination of this Master <br />Purchase Agreement or any Order by City for any reason, City will pay only for Goods or <br />Services ordered and accepted by City. Any payments made in advance will be returned <br />to City on a prorated basis. Vendor may not terminate this Master Purchase Agreement <br />or any Order except for cause or as agreed to by Vendor and City in writing. <br />7. Delivery Risk of Loss. All Orders will be F.O.B. plant if not otherwise specified. <br />Freight terms may be adjusted so that additional fees for standard parcel ground freight <br />may be invoiced to the City. If this occurs, fees will be noted at time of Order. Risk of loss <br />or damage to the Goods will remain with Vendor until the Goods have been delivered to <br />and accepted by City. All Goods and Services will be received by City subject to its right <br />of inspection, rejection, and revocation of acceptance under the Uniform Commercial <br />Code. City will be allowed a reasonable period of time to inspect the Goods and Services <br />and to notify Vendor of any nonconformance with the terms and conditions of the <br />specifications. City may reject any Goods and Services that do not conform to the terms <br />and conditions of the applicable Order. City may return any rejected Goods to Vendor at <br />Vendor’s risk and expense. <br />ATTY/AGR.2026.040/Peterson Trucks, Inc. (Heavy-Duty Vehicle Parts and Repair Services) (Page 2 of 13)