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REV: 09-19-2022 MI <br />PURCHASE AGREEMENT <br />FOR GOODS, COMMODITIES, AND SERVICES <br />TOWNE MOTOR COMPANY dba TOWNE FORD SALES <br />This Purchase Agreement for goods, commodities and services (“Purchase <br />Agreement”) is made and entered into on this ______ day of ______________ 2022 (the <br />“Effective Date”) by and between Towne Motor Company dba Towne Ford Sales, a <br />California corporation (“Vendor”), and the City of Redwood City, a California charter city <br />and municipal corporation (“City”). City and Vendor are sometimes referred to hereinafter <br />individually as “Party” and collectively as “Parties.” <br />RECITALS <br />A. Following a solicitation process, Vendor submitted the lowest responsive <br />and responsible bid received by City. <br />B. The City Council of Redwood City approved City’s purchase of five 2023 <br />Ford Explorer Hybrid Police Interceptors from Vendor on October 3, 2022. <br />C. City now desires to purchase the agreed upon goods and services from <br />Vendor pursuant to the terms and conditions of this Purchase Agreement. <br />NOW THEREFORE, in consideration of the faithful performance of the terms and <br />conditions set forth in this Purchase Agreement, the Parties hereto agree as follows: <br />1. Purchase of Goods and Services. City agrees to purchase, and Vendor agrees to <br />sell, the goods (“Goods”) and to provide any services related to the installation or delivery <br />of the Goods (“Services”) set forth in (i) Exhibit “A”, (ii) City’s Notice Inviting Sealed Bids <br />(“City’s Bid Documents”) and (iii) Vendor’s Bid in response thereto (“Vendor’s Bid”). City’s <br />Bid Documents and Vendor’s Bid will be referred to collectively as the “Bid Documents.” <br />The Goods will be in compliance with all of the standards and specifications set forth in <br />Exhibit “A” and the Bid Documents, and the Services will be provided in a manner <br />consistent with that level of care and skill ordinarily exercised by members in the same <br />profession, practicing in the same locality under similar conditions. In the event of any <br />conflict, the order of precedent will be as follows: (i) Exhibit “A”, (ii) City’s Bid Documents; <br />and (iii) Vendor’s Bid. There will be no substitution of Goods or Services without the prior <br />written authorization of City. <br />2. Delivery Date. The Goods must be shipped and must arrive at the destination <br />specified in Section 17 of this Purchase Agreement or as otherwise specified by City. <br />Services must be provided by Vendor by the request date specified by City (“Required <br />Delivery Date”). Any failure by Vendor to meet the Required Delivery Date will constitute <br />a material default of this Purchase Agreement and City may cancel any Goods not <br />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 />ATTY/AGR.2022.347/TOWNE MOTOR COMPANY DBA TOWNE FORD SALES (Page 1 of 11) <br />14 October