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REV: 05-06-26 VR <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 />3. Purchase Price. The purchase price for the Goods and Services will be Fifty Six <br />Thousand, Two Hundred and Forty Two Dollars and Five Cents ($56,242.05) made in <br />one installment pursuant to a City purchase order made out to Vendor. Payment will be <br />due forty-five (45) days from City’s receipt of an invoice for the Goods and Services, <br />provided that Vendor will not invoice City until all Goods have been delivered and <br />accepted in accordance with the terms of the Purchase Agreement. Vendor represents <br />that the prices quoted to or paid by City will not exceed current prices charged to any <br />other customer by Vendor on the Effective Date for items that are the same or <br />substantially similar to the Goods, taking into consideration the quantity under <br />consideration. Vendor will immediately refund any amounts paid by City in excess of such <br />current prices. Unless otherwise noted in this Agreement or the Bid Documents, the <br />purchase price will include all shipping and delivery costs. <br />4. Cancellation and Termination. City may terminate or cancel this Purchase <br />Agreement, or any portion thereof, at any time prior to the City Engineer issuing the order <br />to the Vendor to start production of the signs , with or without cause, by giving Vendor <br />written notice thereof. Cancellation or termination will become effective immediately upon <br />the giving of notice by personal delivery or mail. If Vendor breaches the Purchase <br />Agreement, City may terminate the Purchase Agreement immediately without notice, may <br />reduce payment to Vendor in the amount necessary to offset City’s resulting damages, <br />may procure substitute goods or services at Vendor’s expense, and/or may pursue any <br />other available recourse against Vendor. Upon termination of this Purchase Agreement <br />by City for any reason, City may require Vendor to provide all finished or unfinished goods, <br />documents, data, diagrams, drawings, materials or other matter prepared or built by <br />Vendor in connection with its performance of this Purchase Agreement. Upon termination <br />of this Purchase Agreement 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 Purchase Agreement except <br />for cause. <br />5. Delivery Risk of Loss. All orders will be F.O.B. destination if not otherwise <br />specified. Risk of loss or damage to the Goods will remain with Vendor until the Goods <br />have been delivered to and accepted by City. All Goods will be received by City subject <br />to its right of inspection, rejection, and revocation of acceptance under the Uniform <br />Commercial Code. City will be allowed a reasonable period of time to inspect the Goods <br />and to notify Vendor of any nonconformance with the terms and conditions of the <br />specifications. City may reject any Goods that do not conform to the terms and conditions <br />of the Bid Documents. City may return any rejected Goods to Vendor at Vendor’s risk and <br />expense. <br />6. Force Majeure. City may delay delivery or acceptance of Goods and Services <br />occasioned by causes beyond its control. Vendor will hold such Goods and Services at <br />ATTY/AGR.2026.119/Interstate Traffic Control Products Inc. (school speed limit sign purchase) (Page 2 of 10)