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section shall only apply to MRO supplies that have been issued by City and then <br />returned. SPA shall be responsible for adjustments for products they still own, <br />g. SPA shall supply special order MRO Products at pricing levels of similar products in the <br />same product category, at the request of City. Special order MRO Products are not <br />eligible for return. <br />h. "MRO Products", shall principally be, though not limited to, expendable and <br />consumable products that are specific for maintenance, repair and operations of facilities <br />and equipment (e.g., tools, safety/PPE, fasteners, janitorial supplies, etc.). Materials may <br />include products from original equipment manufacturers (OEM), other manufacturers, <br />distributors, master distributors, suppliers, contractors, subcontractors, or other resources, <br />all of whom have a commercial relationship with SPA and may have formerly had a <br />commercial relationship with City. <br />4. CITY RESPONSIBILITIES <br />a. Provided that SPA is in full compliance with this Agreement, City will use <br />commercially reasonable efforts to purchase MRO Products primarily from SPA during the term <br />of this Agreement. City is under no obligation to obtain MRO Products from SPA if City <br />determines in its sole discretion that: (a) the applicable MRO Products are required on an <br />emergency basis and contacting SPA may or would cause a detriment to City; (b) SPA cannot <br />supply the applicable MRO Products in a timely manner, and/or; (c) SPA cannot supply the <br />applicable MRO Products at a competitive market price. <br />b. City agrees to designate, identify and/or store MRO Products separately from other <br />inventory owned and/or used by City. <br />5. COMPENSATION AND PAYMENT TERMS <br />Payment for MRO Products and all other purchases will be consolidated on a monthly <br />invoice presented for payment within 5 business days after the close of the month and will be <br />paid in full thirty (30) days after receipt of such monthly invoice, subject to City accounting <br />procedures. The total compensation to be provided pursuant to this Agreement shall not exceed <br />$667,500, annually, during the term of this Agreement. <br />6. WARRANTIES <br />SPA is not a manufacturer of MRO Products and shall have no liability to City with <br />respect to any MRO Product claims. <br />SPA shall use its best efforts to obtain from all manufacturers and suppliers from which <br />SPA procures MRO Products, best-in-class warranties and purchase terms with respect to such <br />MRO Products, which shall be made available to City to the full extent of the terms thereof. <br />SPA's obligation and liability with respect to such MRO Products shall be limited to using good <br />faith efforts to procure such warranties and rendering all reasonable assistance to City for the <br />purpose of enforcing such warranties. CITY EXPRESSLY ACKNOWLEDGES, <br />UNDERSTANDS AND AGREES THAT SPA IS NOT A MANUFACTURER OF MRO <br />PRODUCTS. <br />SPA represents, warrants and covenants that it has the requisite power and authority to <br />carry out all activities and transactions contemplated hereunder, and that SPA has and shall <br />continue to have all rights, titles, licenses, permissions and approvals required to provide the <br />MRO Products to City. THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT <br />WITH RESPECT TO MRO PRODUCTS ARE THE ONLY WARRANTIES MADE THERETO, <br />AND THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND