Agmt20 Ergo Works, Inc. - Laserfiche WebLink

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ORIGINAL PURCHASE AGREEMENT FOR GOODS, COMMODITIES, AND SERVICES This Purchase Agreement for goods, commodities and services ("Purchase Agreement") is made and entered into on this 2nd day of March 2020 (the "Effective Date") by and between Ergo Works, Inc., a California 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. Fallowing a solicitation process, Vendor submitted the lowest responsive and responsible bid received by City. B. City now desires to purchase goods and services from time to time 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 and Services. City agrees to purchase, and Vendor agrees to sell, the goods ("Goods") and to provide any services related to the installation or delivery of the services ("Services") as set forth from time to time in an order ("Order") placed by City with Vendor. The Goods will be in compliance with all of the standards, specifications, and prices set forth in Exhibit B and the Order, and the Services will be provided in a manner consistent with that level of care and skill ordinarily exercised by members in the same profession, practicing in the same locality under similar conditions. There will be no substitution of Goods or Services without the prior written authorization of the City. In no event shall an order form provided by the Vendor supersede the terms of this Agreement. 2. City Employees Authorized to Submit Orders. The following City employees are authorized to submit an Order pursuant to this Purchase Agreement: Felicia Ruiz, Principal Analyst. 3. Term. Unless terminated earlier pursuant to Section 6, the term of this Purchase Agreement will be for a period of three (3) years from the Effective Date. The foregoing notwithstanding, continuation of the Purchase Agreement beyond the first year of the term is contingent upon the City Council appropriating necessary funds for this Purchase Agreement. 4. Delivefy Date, The Goods must be shipped and must arrive at the destination specified in Section 18 of this Purchase Agreement or as otherwise specified by City. Services must be provided by Vendor by the request date(s) specified by City ("Required Delivery Dates"). Any failure by Vendor to meet the Required Delivery Dates 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 Dates REV: 03-10-2020 EI