7-04. Sample of Purchase Agreement (Attachment A).pdf

PURCHASE AGREEMENT

BVB 410-26 Safety Footwear Program Annual Contract

This Purchase Agreement dated ___________ , 2026 is by and between the City of Amarillo, Texas ("City”) and _______________ ("Supplier") who's retail business address is _________________, Amarillo Texas.

RECITALS

WHEREAS the Supplier is in the business of selling safety footwear products and related fitting and selection services ("Products") at the locations listed below; and, WHEREAS the Supplier desires to sell and the City desires to purchase for its employees Supplier's Products upon and subject to the terms and conditions set forth herein;

NOW, THEREFORE, Supplier and City, intending to be legally bound, hereby agree as follows:

ARTICLE I Definitions

1.1 "Agreement" shall mean this Purchase Agreement and include City's Best Value Bid No. BVB 410-26, the Supplier's proposal, all of which is incorporated herein by this reference.

1.2 "Products" shall mean safety (footwear products and related fitting and selection services as specified in the Best Value Bid. Fitting and selection services to be provided hereunder shall be provided by fully trained and qualified personnel. Supplier should provide Safety Footwear in accordance with the specifications contained in the BVB 410-26 .

1.3 "Purchase Voucher" shall mean an authorized written, electronic, telephone or fax voucher sent or made by City including, but not limited to, written purchase vouchers, vouchers sent by fax machine, and vouchers in such other form and/or mode of transmission as City and Supplier may agree from time to time. Each Purchase Voucher issued under this Agreement shall be in specific dollar amounts and shall be accepted by Supplier in full or partial payment for Products purchased by authorized employees of City.

ARTICLE 2 AGREEMENT TO SELL

2.1 Supplier hereby agrees to sell to authorized City employees such Products specified in the BVB as employees may order from Supplier, and to accept in full or partial payment therefore the City's Purchase Voucher. Supplier will accept payment from employees purchasing Products costing more than the amount of the voucher. If appropriate size or style is not available Supplier agrees to obtain the appropriate Product from the manufacturer or inform employee of its unavailability within 14 days.

2.2 All Purchase Vouchers issued by City to Supplier during the Term of this Agreement are subject to the provisions of this Agreement and BVB as though fully set forth in such Purchase Voucher. In the event that the provisions of this Agreement conflict with any Purchase Voucher issued by City to Supplier, the provisions of this Agreement shall govern. Vouchers may not be used for any product or service that is not described in the BVB.

ARTICLE 3 TERM AND TERMINATION

3.1 The term of this Agreement shall commence on the date stated above and shall continue for three years, (the "Original Term"), subject to earlier termination as provided herein. City may extend the term of this Agreement for 2 additional periods of I year each (each, a "Renewal Term") by giving Supplier written notice no less than 30 days prior to the expiration of the Original Term or a Renewal Term. (The Original Term together with all Renewal Terms is hereafter referred to as the "Term.")

3.2 Either party may terminate this Agreement by written notice to the other party if the other party breaches any of its obligations hereunder and fails to remedy the breach within sixty 60 days after receiving written notice of such breach from the non- breaching party. Alternatively, either party may terminate this Agreement without cause upon 30 days prior written notice to the other Party.

ARTICLE 4 PRICING. INVOICES & PAYMENT

4.1 Supplier shall offer City employees all Products and services at the price specified in Supplier's Offer.

Unless agreed otherwise in writing, the prices set forth in Supplier's Offer shall remain fixed during the entire Term of this Agreement.

4.2 Supplier shall submit original invoices for payment of vouchers to City in a format reasonably acceptable to City. All invoices must reference the City's Purchase Voucher number, employee identification number or name, date, itemization of the Product(s) purchased, price and any other information reasonably requested by City. Invoices shall be addressed as directed by City and will be paid within 30 days of receipt.

4.3 Supplier represents, warrants and covenants that the prices for Products set forth in this Agreement (on the whole) are at least as favorable as the prices Supplier charges (on the whole) to other of its customers or clients for the same or substantially similar products provided under the same or substantially similar circumstances, terms, and conditions. If Supplier agrees or contracts with other clients or customers similarly situated to City during the Term of this Agreement and offers or agrees to financial terms more favorable than those in Supplier's Offer to City, then Supplier hereby agrees that it will reduce the prices charged to City to the most favorable rates received by those other clients or customers.

ARTICLE 5 WARRANTIES, REPLACEMENT, SUBSTITUTION

5.1 Supplier covenants, guaranties and warrants that all Products (including all replacement Products which Supplier furnishes) (i) shall be new, free from defects in material and workmanship (ii) shall be in accordance with manufacturer's specifications, (iii) shall be merchantable, and (v) shall be suitable for the use intended by City employees. Any of the Services or Products found to be defective or nonconforming to this Agreement warranty will be replaced by Supplier at no cost to City or its employees. Except as otherwise permitted hereunder, Supplier may not make any substitutions of Products without the prior written consent of City.

ARTICLE 6 RIGHT TO AUDIT

6.1 City or any agent of City may at any time upon prior reasonable notice to Supplier, during normal business hours, audit the books, records and accounts of Supplier that pertain to sale of a Services and Products hereunder or otherwise relate to Supplier's performance of this Agreement. Supplier shall maintain all such books, records and accounts for a period of not less than 4 years after the date of expiration or termination of this Agreement. This Article and City's rights hereunder shall survive the expiration or termination of this Agreement for a period of 4 years after the date of such expiration or termination and City shall continue to have the right to audit during such period. This clause survives expiration or termination of this Agreement.

ARTICLE 7 GENERAL TERMS

7.1 Compliance with Law. Supplier agrees to comply with all Applicable Laws, ordinances and regulations.

7.2 Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the state of Texas.

7.3 Remedies. Except as otherwise provided herein, any right or remedy of Supplier or City set forth in this Agreement shall not be exclusive, and each shall have all rights and remedies under applicable law, including equitable relief. The provisions of this Article shall survive the expiration or termination of this Agreement.

7.4 Relationship. Supplier is an independent contractor and is not an agent, servant, employee, legal representative, partner or joint venturer of City. Nothing herein shall be deemed or construed as creating a joint venture or partnership between Supplier and City. Neither party as the power or authority to bind or commit the other.

7.5 Assignment. This Agreement shall inure to the benefit of and shall be binding upon the respective successors and assigns of the parties hereto. It may not be assigned in whole or in part by Supplier without the prior written consent of City which shall not be unreasonably withheld

7.6 Severability. To the extent possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement is declared invalid or unenforceable, by judicial determination, such provision shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions and the rights and obligations of the parties shalI be construed and enforced accordingly.

7.7 Entire Agreement. Amendments. This Agreement constitutes the entire agreement of the parties relating to the subject matter hereof and supersedes all prior written and oral agreements or understandings relating to such subject matter. This Agreement may be modified or amended only by a writing executed by both parties hereto.

7.8 Governmental Authorization. City has taken all required governmental action to authorize its execution of this Agreement and there is no governmental or legal impediment against City's execution of this Agreement or performance of its obligations hereunder.

7.9 Notices. All notices required or permitted to be given in this Agreement shall be in writing. Notice shall be deemed to be duly given or made if delivered by hand, by certified or registered mail or by nationally recognized overnight courier to the address specified below for each party:

If to City:

Purchasing Agent City of Amarillo 623 S Johnson, Room 1300 Amarillo, Texas 79105

If to Supplier:

Attn:______________________

Either party may change its address for notice by giving the other party written notice of such change in the manner specified above.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above.

CITY OF AMARILLO

Title: Grayson Path, City Manager

ATTEST:

Stephanie Coggins, City Secretary

VENDOR

By:_______________________ Title______________________

APPROVED AS TO FORM:

Amarillo City Attorney's Office