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PURCHASE AGREEMENT FOR GOODS WinCan, LLC This Purchase Agreement for goods ("Purchase Agreement') is made and entered into on this 11 day of IVaV&0 &.- 2020 (the "Effective Date") by and between WinCan, LLC, a New Jersey corporation ("Vendor"), and the City of Redwood City, a California charter city and municipal corporation ("City"). City and Vendor are sometimes referred to hereinafter individually as "Party" and collectively as "Parties." RECITALS A. City desires to purchase the agreed upon goods from Vendor pursuant to the terms and conditions of this Purchase Agreement. NOW THEREFORE, in consideration of the faithful performance of the terms and conditions set forth in this Purchase Agreement, the Parties hereto agree as follows: 1. Purchase of Goods. City agrees to purchase, and Vendor agrees to sell, the goods ("Goods") set forth in Exhibit "A", Scope of Purchase & Fee. The Goods will be in compliance with all of the standards and specifications set forth in Exhibit "A". In the event of any conflict, the order of precedent will be as follows: (i) specifications set forth in this Purchase Agreement; and (ii) Vendor's Quote. There will be no substitution of Goods without the prior written authorization of City. 2. Delivery Date. Goods 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 will be Twenty Five Thousand Dollars ($25,000) 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, 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 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 REV: 11-16-2020 EI ATTY/AGR2020.265/WinCan, LLC (Page 1 of 6)