Agmt20 Golden State Flow Measurement, Inc.

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PURCHASE AGREEMENT FOR GOODS, COMMODITIES, AND SERVICES This Purchase Agreement for goods, ommodities services ("Purchase Agreement") is made and entered into on this '�' day of� f1Z b 2020 (the "Effective Date") by and between Golden State Flow Measurement, 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. Following a solicitation process, Vendor submitted the lowest responsive and responsible proposal received by City. B. The City Council of Redwood City approved City's purchase of residential and commercial cold water meters from Vendor on February 24. 2020. C. City now desires to purchase the agreed upon goods and services 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, on an as -needed basis the goods ("Goods") and to provide any services related to the installation or delivery of the Goods ("Services") set forth in (i) City's Request for Proposal ("City's Bid Documents") and (ii) Vendor's Proposal in response thereto ("Vendor's Bid"). City's Bid Documents and Vendor's Bid will be referred to collectively as the "Bid Documents." The Goods will be in compliance with all of the standards and specifications set forth in the Bid Documents, 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. In the event of any conflict, the order of precedent will be as follows: (i) City's Bid Documents; (ii) specifications set forth in this Purchase Agreement; and (iii) Vendor's Bid. There will be no substitution of Goods or Services without the prior written authorization of City. 2. Delivery Dates. 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. Goods and Services must be provided by Vendor after placement of an order by a City representative and 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 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. REV: 01-03-20 EI ATTY/AGR.2020 001/Golden State Flow Measurement, Inc. (Page 1 of 11)