2025/12/03 Council Agenda Packet

Terms and Conditions - 2 A. Within 30 days after Apparatus acceptance and delivery to the City of an invoice for the Apparatus, the City will pay Seller the Apparatus Purchase Price in full. Interest of 1.5% per month (or such lower rate as permitted by law) shall accrue on overdue amounts. 6. City Termination Rights. In addition to any other remedies the City may have under applicable law, the City may terminate without liability to Seller an already-placed order for the Apparatus in the following circumstances: A. Seller’s material breach of this Agreement with respect to the Apparatus, which breach remains uncured 90 days after written notice thereof to Seller from the City. B. Seller has not delivered the Apparatus ready for acceptance by the City by the Final Acceptance Deadline. C. Prior to the Final Acceptance Deadline, the City has reasonably determined that Seller will be unable to deliver the Apparatus ready for acceptance by the City by the Final Acceptance Deadline. In addition, the City may terminate this Agreement and order(s) hereunder if Seller is voluntarily or involuntarily dissolved, or is adjudged to be bankrupt or is subject to a general assignment for the benefit of its creditors, or if a receiver should be appointed on account of insolvency. For the purpose of this Section, “bankrupt” shall mean the filing of a voluntary or involuntary petition of bankruptcy or similar relief from creditors, insolvency, the appointment of a trustee or receiver, or any similar occurrence reasonably indicating an imminent inability to perform substantially all of Seller’s obligations under this Agreement. Buyer may also terminate this Agreement (cancel the order) for convenience (i.e., for reasons other A, B, or C above) with Seller’s written consent and upon payment of cancellation charges equal to the greater of (i) twenty-five percent (25%) of the purchase price, or (ii) Seller’s actual costs incurred, including engineering, labor, materials, and overhead. 7. Title/Risk of Loss. Risk and title to the Apparatus shall pass to the Buyer on acceptance and delivery. Delivery shall be DAP destination. 8. Other Services and Deliverables. Seller will provide other services and deliverables as set forth in the RFP. 9. Warranties. The Seller’s warranty obligations shall be as set out in the Seller’s RFP Response, including any warranty policy or statement contained therein, which is hereby incorporated by reference into this Agreement. In the event of any inconsistency between the Seller’s RFP Response and this Agreement, the terms of the Seller’s RFP Response shall prevail. 10. Order of Precedence. The following is the order of precedence for the Agreement, with higher- listed parts governing lower-listed parts: i. Purchase Order(s) (but only as to description of Apparatus ordered and its Final Acceptance Deadline; the purchase order’s boilerplate terms and conditions are not part of this Agreement) ii. Basic Provisions iii. Terms and Conditions iv. RFP v. Proposal