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HomeMy WebLinkAboutResolution - 2011-R0555 - Contract - Lubbock Truck Sales Inc.- Dump Truck Repair - 12_14_2011Resolution No. 2011-R0555 December 14, 2011 Item No. 5.9 RESOLUTION IT RESOLVED BY THE CITY COUNCIL OFT I IE CITY OF LUB13OCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to -cute for and on behalf of the City of Lubbock, Contract No. 10296 for repair of a 2007 ernational 7700 dump truck, by and between the City of Lubbock and Lubbock Truck les, Inc., and related documents. Said Contract is attached hereto and incorporated in s resolution as if fully set forth herein and shall be included in the minutes of the City uncil. sed by the City Council on December 14, 2011 TOM MARTIN, MAYOR TTEST: Garza, City Secretary PROVED AS TO CONTENT: Xearwoo@, Assistant City Manager Information Officer kPPROV D A TO FORM: Weaver, Assistant City Attorney :ccdocs/RES.Contract- Lubbock Truck Sales, Inc-10286 vember 2, 2011 Resolution No. 2011-RO555 CONTRACT NO. 10286 CITY OF LUBBOCK, TX CONTRACT FOR SERVICES FOR THE REPAIR OF A 2007 INTERNATIONAL 7700 DUMP TRUCK FOR THE CITY OF LUBBOCK THIS CONTRACT, made and entered into this 10 day of December, 2011, pursuant to a resolution heretofore adopted by the City of Lubbock, Texas, by and between the City of Lubbock ("City"), and Lubbock Truck Sales, Incorporated ("Contractor"). WITNESSETH: WHEREAS, the City of Lubbock duly advertised for bids for the Repair of a 2007 International 7700 Dump Truck for City of Lubbock Fleet and bids were received and duly opened as required by law; and WHEREAS, after careful consideration of the bid submitted by Contractor, the City authorized the execution, in the name of the City of Lubbock a contract with said Contractor covering the purchase and delivery of the said Repair of a 2007 International 7700 Dump Truck for the City of Lubbock. NOW, THEREFORE, in consideration of the mutual agreement contained herein, as well as the financial consideration hereinafter referred to, the parties hereby covenant and agree as follows: 1. In accordance with City's specifications and Contractor's bid, copies of which specifications and bid are attached hereto and made part hereof, Contractor will provide to the City, the Repair of a 2007 International 7700 Dump Truck, and more specifically referred to as item(s) 1 and OPT] on the bid submitted by the Contractor or in the specifications attached hereto. 2. The Contractor shall perform the work according to the procedure outlined in the Bid Form Or- in the specifications attached hereto. The City promises and agrees to employ, and does employ, the Contractor to cause to be done the work provided for in this Contract and to complete and finish the same according to the attached specifications, offer, and terms and conditions contained herein. The City agrees to pay the Contractor according to the payment schedule attached; said payment schedule does not include any applicable sales or use tax. The Contractor further understands that the City may require services in an amount less than or in excess of the estimated contract amount and that the services rendered, whether in excess of the estimate or less than the estimate, shall not give rise to compensation other than the total of the unit prices in the contract for the services actually used. 4. The contract shall be for a period for one (1) year, said date of term beginning upon City Council date of formal approval. This contract shall remain in effect until the expiration date, perfornmance of services ordered, or termination of by either party with a thirty (30) day written notice. Such written notice must state the reason for cancellation. The City of Lubbock reserves the right to award the canceled contract to the next lowest and best bidder as it deems to be in the best interest of the city. 6. Contractor shall at all times be an independent contractor and not an agent or representative of the City with regard to performance of the Services. Contractor shall not represent that it is, or hold itself out as, an agent or representative of the City. In no event shall Contractor be authorized to enter into any agreement or undertaking for or on behalf of City. 7. At any time during the term of the contract, or thereafter, the City, or a duly authorized audit representative of the City, at its expense and at reasonable times, reserves the right to audit Contractor's records and books relevant to all services provided to the City under the Contract. In the event such an audit by the City reveals any errors or overpayments by the City, Contractor shall refund the City the full amount of such overpayments within thirty (30) days of such audit findings, or the City, at its option, reserves the right to deduct such amounts owing the City from any payments due Contractor. S, The contractor shall obtain and maintain in full force and effect during the term of the contract, commercial general liability coverage with insurance carriers admitted to do business in the State of Texas. The insurance companies must carry a Best's Rating of A- VII or better. The policies will be written on an occurrence basis, subject to the following minimum limits of liability: TYPE AMOUNT Garage Keepers Liability Any Auto $300,000 The City of Lubbock shall be named as primary additional insured, with a waiver of subrogation in favor of the City of Lubbock on all coverages. All copies of the Certificates of Insurance shall reference the project name or bid number for which the insurance is being supplied. The contractor will provide a Certificate of Insurance to the City as evidence of coverage. The certificate will provide 30 days notice of cancellation, and under the cancellation section, the wording "endeavor to" and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives" will be crossed out. A copy of the additional insured endorsement attached to the policy will be included with the certificate. The contractor shall also maintain workers compensation insurance in the statutory amount. If at any time during the life of the contract or any extension, the contractor fails to maintain the required insurance in full force and effect, all work under the contract shall be discontinued immediately. Any failure to maintain the required insurance may be sufficient cause for the City to terminate the contract. 8. Neither the City nor the Contractor shall assign, transfer or encumber any rights, duties or interests accruing from this Contract without the written consent orthe other. 9. This Contract consists of the following documents set forth herein: Invitation to Bid No. 12- 10286-C1, General Conditions, Specifications, and the Bid Form. IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed the day and year first above written. Executed in triplicate. CITY OF LUBBOCK: Tom Martin, Mayor ATTEST: Rebe ca Garza, City Secretary APPROVED AS TO CONTENT: Mark Year d. Assis ant City Manager Chief Information Officer APPROVED AS TO FORM: Assistant City Attorney CONTRACTOR: BY ea, ./,/ Authorized Representative's gnature Print Name h &Qd9e— k 1;�me_ C SK �CS �A1C, Address /9a( 1C. 5/atoh 1wK. I-yAkoI-,f ?aC41 City, State, and Zip Code on Resolution No. 2011—RO555 1T13 12-102116-C1, Repair of a 20071ntemational 7700 Dump Truck far the Ciry or Lublmk City of Lubbock, Texas Purchasing and Contract Management BID FORM In compliance with the Invitation to Bid 12-10286-C1, the undersigned Bidder having examined the Invitation to Bid and Specifications, and being familiar with the conditions to be met, hereby submits the following Bid for furnishing the material, equipment, labor and everything necessary for providing the items listed below and agrees to provide Authorized repairs to City of Lubbock for, the Repair of a 2007 International 7700 Dump Truck at the labor rate and parts markup as listed below and/or attached. The invitation to Bid 12-10286-Cl is by reference incorporated in this contract. A bid will be subject to being considered irregular and may be rejected if it shows omissions, alterations of form, conditional alternate bids, additions or alternates in lieu of the items specified, if the unit prices are obviously unbalanced (either in excess of or below reasonably expected values), or irregularities of any kind. The Bid Form must be completed in blue or black ink or by typewriter. ITEM QTY (+l-} UNIT OF MEASURE DESCRIPTION LUMP SUM TOTAL CALENDAR DAYS TO COMPLETE Repair of vehicle to include, but not limited to replacing or repairing the following items: LH and RH Frame Rails, Wheels I. i LS (I I R24-5 ), Front Bumper, Batteries, Box Hoist, Hoist Plate, Rear Bed Door, Wheel �r r S �� 7074!S 60 Alignment, Paint and Paint Materials, to include labor and materials necessary to complete the repairs, and further described in the specifications. OPTION QTY UNIT OF LUMP SUM TOTAL ITEM (+/-) MEASURE DESCRIPTION Transportation of vehicle from Fleet OPTI I LS Services, 206 Municipal Drive, Lubbock, TX to Vendor's Repair Facility and then s 150, 0c) back to Fleet Services upon completion of repairs. i Bidder's Signature: 1 r 'I? PA MENT TERMS AND DISCOUNTS - Bidder offers a prompt payment discount of _Q, itet calendar days. Di ounts will not be considered in determining low bid. Unless otherwise indicated on the Bid Form: os.y cent terms will be NET THIRTY DAYS. The City will pay the successful bidder within thirty days after the receipt of a correct invoice or after the date of acceptance, whichever event occurs later. Discounts for prompt payment requiring payment by the City within a stipulated number of days will be interpreted as applying within the stipulated number of calendar days after the date of receipt by the City of a correct invoice or after the date of acceptance that meets contract requirements, whichever event occurs later. Discounts for payment in less than ten days will not be considered. MOST FAVOURED PRICING: The Bidder certifies that the price quoted is not in excess of the lowest price charged anyone else, including its most favoured customer, for like quality and quantity of the products/services;, does not include an element of profit on the sale in excess of that normally obtained by the Bidder on the sale of products/services of like quality and quantity; and does not include any provision for discounts to selling agents. If at any time during the contract period, the supplier should sell or offer for sale to any other customer, an equal or less quantity of similar contract products of like or better qualitp, at a lower net price(s) than provided herein, supplier agrees to notify the City and sell same product(s) at the lower price(s) on all deliveries made during the period in which such lower price(s) is effective. 1NTERLOCAL PURCHASING (optional): The City desires to make available to other local governmental entities of the State of Texas, by mutual agreement with the successful bidder, and properly authorized interlocal purchasing agreements as provided for by the Interlocal Cooperation Act (Chapter 791, Government Code), the right to purchase the same services, at the prices quoted, for the period of this contract. Fach bidder shall indicate on the Bid Form in the space provided below if he/she will honor Political Subdivision orders in addition to orders from the City of Lubbock, Should these other governmental entities decide to participate in this contract, would you (the bidder) agree that all terms, conditions, specifications, and pricing would apply? Other governmental entities that might have Interests in this contract are Frenship Independent School District, Lubbock Housing Authority, Lubbock County, Lubbock County Hospital District, Lubbock Independent School District, South Plains Association of Governments, City of Texarkana, Texas Tech University, West Texas Municipal Power Agency, Lynn County, and City of Wolfforth. YES_ N0 • If you (the bidder) checked YES, the following will apply: • Governmental entities utilizing Interlocal Agreements for Cooperative Purchasing with the City of Lubbock will be eligible, but not obligated, to purchase materials/services under the contract(s) awarded as a result of this solicitation. All purchases by governmental entities other than the City of Lubbock will be billed directly to that governmental entity and paid by that governmental entity. City of Lubbock will not be responsible for another governmental entity's debts. Each governmental entity will order their own materials/service as needed. Oil, THIS BID IS SUBMITTED BY l+yg 6oG�CTr t'e 51�1res -; i4� a corporation organized under the laws of the State of TG X a 5 or a partnership consisting of J/ or an individual trading as _ 4yb bo G k TryE sq /BS ref the City of 100� _. Address:_16D1 East 51afdN 1!l�h"Y City: hor-K State: T�iias Zip 7� �- Bidder acknowledges receipt of the following addenda: Addenda No. Addenda No. Addenda No. Addenda No. M/WB E Firm: By Date Date Date Date Woman Black American Native American Hispanic American Asian Pacific American Other (Specify) ,4ulhorized Representative trust sign by hand /a - 3/—// Officer Name and Title: lqe x D eAI►edQln Jf. 5e j-vice 6e ale m P1,a)44 f e`r— Please Print Business Telephone Number O dK 711f 9 -/5_�2q FAX: 0 04 7'(�'D - 12,23 E-Mail Address: Rez ge Gv 6 6oe, K ri-yc k 5R lee. C 0 pq-i FOR CITY USE ONLY Bid Form Item Number(s) Awarded to Above Named FirmAndividual: Date of Award by City Council ({or bids over $2J,000): Date P.O./Contract Issued: LABEL THE OUTSIDE OF YOUR SEALED BID WITH THE ITB NUMBER, THE CLOSING DATE AND TIME, AND YOUR COMPANY NAME AND ADDRESS. Repair of a 2007 Intemational 7700 Dump Truck ror the City of Lubbock. Bid No, 12-1028G-CI City of Lubbock, Texas Purchasing and Contract Management GENERAL SPECIFICATIONS FOR THE REPAIR OF A 2007 INTERNATIONAL 7700 DUMP TRUCK FOR THE CITY OF LUBBOCK Sco e The City of Lubbock (City) is seeking a contract for Repair of an International 7700 Dump Truck, Unit No. 82007115, VIN 1HSTYAHT575488464, including hydraulics, welding, fabricating, body work, and painting. The successful bidder will provide the repairs to the vehicle and equipment. Repairs include, but are not limited to, the following: • Axles • Brakes, Hubs & Bearings • Steering • Suspension • Drive Shafts • Automatic Transmissions • Charging Systems • Cranking Systems • Ignition Systems • Lighting Systems, Electrical Accessories • Engines • Exhaust Systems • Fuel Systems • Power Take -Off (PTO) • Frame Rails If the City so chooses OPT1 on the Bid Form for ITB 12-10286-CI, Repair of a 2007 International 7700 Dump Truck, the vendor shall be responsible for the transportation of the vehicle from Fleet Services to the vendor's repair facility and transportation to Fleet Services once repairs are complete. Repair Location Repairs will need to be performed at the vendor's repair facility. Work Orders All invoices for work performed will be required to have a City of Lubbock Contract Number, a Vehicle number and a detailed description of work performed. Failure to provide any of this information on invoices will result in delay of payment or non-payment. Parts, Supplies and Services The vendor must use their own parts and/or supplies in completing all repairs. The vendor's invoice must include charges for all parts, supplies, and services used in making repairs. The vendor must return all parts that were removed and replaced during the repair of the vehicle or equipment upon completion of the repair(s) and the parts must accompany the vehicle or equipment. The vendor is responsible for all core returns and credits. Repair of a 2007 International 7700 Dump Tntck for the City of Lubbock, Sid No. 12-10286-CI Labor Guide The vendor is required to provide the name of the current Labor Guide software and version used to provide repair costs. The City of Lubbock reserves the right to audit the labor hours charged out for this repair. All overcharges will be brought to the attention of the vendor. The vendor shall issue a check for the overcharge amount. The check shall reference the City of Lubbock's work order number. If the program is proprietary, the vendor shall grant access to the City of Lubbock's Fleet Services Department for audit purposes, as needed. Program Name 1 Version Repeat Repairs The vendor will be responsible for correcting all previous repairs performed by the vendor that were incorrectly repaired or the repair failed to correct the reported deficiency. The vendor will be responsible for the total cost of the repair including any replacement parts. In the event of a Repeat Repair, the vendor shall open a new vendor work order. The new vendor work order must indicate on the work order "repeat" or "return" work. Copies of the original City and vendor work orders and any applicable invoices shall be attached to the new work order. Invoices Invoices will show only the cost rates indicated on the Bid Form. Any additional charges or fees not listed will be disallowed from any invoice. Vehicle shop repairs will be billed per the approved estimate. No delivery or repair shall be performed without proper authorization. Invoices for parts purchased by the vendor for all repairs will be made available for inspection by a City representative upon request. Invoices must display the company name imprinted on the face, the parts purchased and the date of the purchase. Repair invoices should match the parts invoice when there were replacement parts required for the repair. If a request is submitted by the City to review a particular invoice, that request will be met within 24 hours from the time of the request. Vehicle Pickup The vendor is responsible for any damage to the vehicle or equipment while in the vendor's control. The City shall be responsible for damages after the vehicle or equipment has been delivered to an Authorized City representative and said representative has inspected the vehicle or equipment and has verified that no damage occurred during the repair process. Repair of 2007 International 7700 Dump Truck for the City of Lubbock, Bid No. 12-10286-CI Requirements Prior to the commencement of repair, the vendor shall have the following approved documentation: 1. Repair methodology details of repair methods shall be submitted for review and approval. 2. Qualified weld procedures which shall comply with the requirements of ANSI/AWS D 14.3-94 and ANSI/AWS D 14.4-97. 3. The vendor shall ensure that the OEM model, serial and part numbers, and identification numbers are not removed, defaced, nor altered during repair processes. Where necessary, these numbers shall be copied onto new components. Should identifications plates, etc., be damaged or removed during repair processes, they shall be replaced with all details clearly and permanently visible and accurate. 4. New, repaired, and reconditioned components shall comply with the requirements of the relevant OEM part. 5. Identification of all new and re -used components shall be maintained during all repair processes. b. Workmanship of the repairs shall comply with the OEM's requirements and standards. 7. Workshop facilities shall have the necessary equipment, i.e., crane(s), welding equipment, storage, etc., necessary to carry out the required scope of work. Repair facilities shall comply with required national safety standards. Special Requirements 1. Vendor is to provide secure shelter for the vehicle for the duration of the repairs. 2. All furnished parts must be OEM or OEM re -cycled parts. 3. All suspension or steering components must be OEM only. 4. All repairs shall be warranted based on the OEM recommended warranty. 5. After repair work is performed on the equipment, testing of the equipment must be completed with City of Lubbock staff present before the vendor leaves the site. PURCHASE ORDER TO: LUBBOCK TRUCK SALES INC 1801 E SLATON HWY LUBBOCK Texas 79404 Page - 1 Date - 03/28/2012 Order Number 31009817 000 OP Branch/Plant 3526 SHIP TO: CITY OF LUBBOCK FLEET SERVICES 204 MUNICIPAL DRIVE LUBBOCK Texas 79404 INVOICE TO: CITY OF LUBBOCK ! ACCOUNTS PAYABLE P.O. BOX 20" LU BBOCK, TX 79457 BY:, Marta v two Purchasinst A Contract Manatement Ordered 03/27/2012 Freight Requested 03/27/2012 Taken By Delivery PER TREVINO M REQ 38429 CONTRACT NO. 10286 Description/Supplier Item Ordered Unit Cost _UM Repair of 2007 Dump Truck 1.000 25,907.6500 EA tnternationa17700 Transportation of Vehicle 1.000 Terms NET 30 C ISAACS Extension Request Date 25,907.65 03/27/2012 150.0000 EA 150.00 03/27/2012 Total Order 26,057.65 This purchase order encumbers funds in the amount of $26,907.65 for a bid awarded to Lubbock Truck Sales, Incorporated of Lubbock, Texas, on December 14, 2011, in accordance with Resolution No. 2011-110555. The following are incorporated into and made part of this purchase order by letter of ratification or Resolution No. 2011-R0555. CITY OF LUBBOCK LUBBOCK ATTEST: Tom 1 artin, Mayor Rebecc Garza, City Secretary TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCIC, TEXAS Seller and Buyer agree so follows: 1. SELLER TO PACKAUE GOODS. Seller will package goods in accordance with good commercui practice. Each shipping container shall be clearly and permanently marked as follows dal Setter's name and address. (b) Consignee's name, address and purchase under or purchase release number and the supply agreement number if applicable, (c ), Container number and total number of contsinere, e.g. boa I of 4 boxes, and Id) the number of the container hearing the packing slip. Seller shall bear cost of packaging unless otherwise provided Goads shall he suitably packed to %vura lowest transportation costs and to conform with requirements of common carom and any applicable specifications. Buyer's count or weight shall be Final and conclusive an shipments not accompanied by packing lists. 2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not authorised to ship the goods under reservation and na Lender of a bill of lading will operate as a tender of goods. 3. TITLE AND RISK OF LOSS, Fite tide and risk of loss of she goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods as the point or points of delivery. 4. NO REPLACEMENT OF DEFECTIVE TENDER. Every tender of delivery of goods must fully comply with all provisions of this contract as to time of delivery, quality and the like. If a tender is made which does not fully conform, this shall constitute a breach and Seller shall not have the right to subnitue a conforming tender, provided, where the time for performance has not yet expired, the Seller may reasonably notify Buyer of his intention to cure and may then make a conforming tender within the contract time but not afterward. 3. INVOICES & PAYMENTS. n Seller shall submit eperate invoice, in duplicate, one each purchase order or purchase rehesse after each delivery. Invoices shall indicate the purchase order or purchase mks= number and the supply agmertent number if applicable. Invoices shall be itemized and lransponsLion Chagas, if any, shill be listed separately. A copy of the bill of lading, and the freight waybill when applicable, should be attached to the invoice. Mail To: Accounts Payable, City of Lubbock, P. O. Box 2000, Lubbock, Texas 79437. Payment shall not be due until the above instruments ate submitted after delivery. 6. GRATUITIES. The Buyer may, by written notice to the Seller, cancel this contract withow liabilityto Seller if it is determined by Buyer that Fiduititss, in the form of entertainment gifts or otherwise, were offered or given by the Seller, orarmy sgera orrepremmuntive of the Seller, to any officer or employee of the City of Lubbock with a view to securing a contract or securing favorable trcatmem with rnpeet in tie awarding or amending, or the making of any determination with respect to the petiorming of such a contract. In the event this contract is cancer by Buyer pursuant to this prwittion. Buyer shell be entitled. in addition to any other rights and remedies, to recover or withhold the amount of the coat incurred by Seller in providing such gratuities. 7. SPECIAL TOOLS A TEST EQUIPMENT. If the price sand an the face hereof includes the cost of any special tooling or special test equipment fabricated or required by Seller for the purpose of filling this order. such special tooling equipment and any process sheets related thereto shall become the pnvpaty of the Buyer and to the extent feasible shall be identified by the Seller an itch. S. WARRANTY -PRICE. a. Tice price to be paid by the Buyer shall be that contained is Seder's bid which Sella warrants to ise no higher than Seller's current praxis on orders by others for products of the kind tad specification covered by this agreement for similar gtrsntide under similar of like conditions and methods of purchase. In the event Seller breach this warranty. the prices of the items shall be reduced to the Seller's current prices on orders by alms, or in the alternative. Buyer may cancel this contract without liability to Seller for breach or Seller's actual expense. b. The Sella warrants that no permit or telling agency hat been employed or retained to solicit or secure this contract upon an agreement or undernandiag for commiwior4 percentage, brokerage, or contingent for excepting bons fide astployee of btu fide established commaecid or selling agencies manitsined by the Seller for Lie purpose of securing business. For breach of viciatimn of Lhls warvhty to Buyer dell have the right in addition to any other right of rights to cancel this contract without liability tad to deduct from the contract price, or otherwise recover without liability cud to deduct from the contract price. or otherwise recover the fill amass of such commission, percentage, brokerage or contingent fee. 9. WARRANTY -PRODUCT. Seller shill nee limit or exclude any implied wertamia and any attempt to do so shall render this contract voidabs at the option of tle Buyer. Seller warrants that the goal furnished will conform to the spechlkatiam- drawings, and descripsiau listed in the bid inviation, and to the sampbls) furnished by the Seller, if any. In the event of a conflict or between this specifications, drawings, anddescmpuans, to specdicatiom shall govem. Notwithstanding any previsions contained in the contractual agreement the Sella repieeenis and warrants fault -five performace ad fault -fine result is the processing due and due related data (including, but not limited to calculating, comparing and sequencing) of all hardware, software and flawara products delivered and services provided under this Contract individually or in canbirWiot w the caw nay be from the effective dare of this Contract. The obligations contained hneiit apply to products end services provided by the Seller, its sub Seller orany Lhird party invohved is Lha creation ordeveloprimra of the ptodoes arilservices to be delivered to the City of Lubbock under this Contract. Failure to comply wish any of tha Obligations conuaed leresn nay result in the City of Lubbock availing itself of any of its rights under the law tad under this Contract including, but not limited to, its right pertaining to termination or default. The warranties contained herein ate separate and discrete from my other warrsndin specified in this Contract, and ale not subject to any disclaimer of warranty, implied or expmwd or limitation of the Seller's liability which may be specified in this Contract- its appedkes, its schedule, its annexes or any document incorporated in this Contract by reference. 10. SAFETY WARRANTY. Seller warren that the product sold to the Buyer shell Conform to the standards pnaswlgased by she U. S. Department of Labor under the Occupational Safety and I lalth Act of 1970. In the event the product does not conform to OSHA stardards. Buyer nay return the product t for carecrim or replincement at the Seller's expense. in the event Seller fails Ito make the apprOPriau crnncLson within a reasonable time, correction nude by Buyer will be at the Seller's expense. 11, NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As put of ibis contact for sale Seller agree to ascertain whether goods manufactured in accordance with the specificalsos attached to this agreenteaa will give rise to the rightful chum of any third permit by way of infringement of the like. Buyer makes no warranty that the production of goods according to the specification will not give rise to such a claim, And in no event %hall Buyer be liable to Seiler for indcmnifrcation in the event that Seller is sued on the grounds of infringement of the like. If Seiler is of the opinion that an infringement or the like will result, he will notify the Buyer to this effect in writing within two weeks after the signing of this agmtritcat. If Buyer don not receive notice and is subsequently held liable for the infringement or the like, Seller will save Buyer harmless. If Seller in good faith ascata tns the production of the goods in accordance wirh the specifications will mutt in infringement or the like, the contract shall be null and void. 12. RIGHT OF INSPECTION. Buyer shall have the right to inspect the goods at dclmvery before accepting them. 13. CANCELLATION. Buyer shall have the right to cancel for default all or any pan of the undelivered portion of this order if Seller breaches any of the terms hereof including warranties of Seller or if the Seller becomes insolvent or commits will of bankruptcy. Such right of cancellation is in addition to and not in lieu of any other remedies which Buyer may have in law or equity. 14. TERMINATION. The perfornmsce of work under this order may be uninitiated in whole, or in pert by the Buyer in accordance with this provision. Termination of work hereunder shall be effected by the delivery of the Seller of a "Notice of Termination" specifying the extent to which performance of work under the order is terminated and the date upon which stch termination becomes effective. Such right or Lamination is in addition to and not in lieu of the rights of Buyer sail forth in Clause 13, hatim 15. FORCE MAJEURE. Neither party dull be held responsible for tontine, resulting if tie fulfillment of any terns of provisions of this contract is delayed or prevented by any cause not within the control of the parry whose perfommance is interfered with, aid which by the exercise of reasonable diligence said party is unable in prevent. 16. ASSIGNMENT -DELEGATION. No right or interest in this contract shell be assigned or delegation orally obligation nude by Seller without the written permission of the Buyer. Any attempted assignment or delegation by Seiler shall be wholly void and Loudly ineffective for all purpose unless made in conformity with thin paragraph. 17. WAIVER. No claim or right arising out of a breach of this contract can be discharged in whole Or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. Ile. INTERPRETATION -PAROLE EVIDENCE. This writing, plus any specifications for bids and performance provided by Buyer in its dvenisement for bids, and any other documents provided by Seller an pat of his bid, is in,eridd by the parties u a final expression of their agreement and intended also ad a conQlsus and exclusive statement of the terror of their agseens:a. Whenever a term defend by the Uniform Commemind Code is used in this agseemea, the definition contained in she Code is to control. 19, APPLICABLE LAW. This agreement shell be governed by to Uniform Commercial Code. Where ever the term "Uniform Commecial Cods" is used, it shall be construed as meaning the Uniform Commercial Code as adopted in dace Sure of Texas u effective and in force on the date of this agreement. 20. RIGHT TO ASSURANCE. Whenever one pony to this contract in good faith ban reasam to question the other party's intent to perform he may demand that the over party give written assurance of his intent to perform. In the event that a demand is made mrW no assurance is given within five (7) days, the demanding party may peat this failure an an anticipatory repudiation of the contact 21. INDEMNIFICATION. Seller shall irWe unify, keep and save hamdeu to Buys, its agents. officials and employees, against all injuries, deauu, loss. damages, claims, paten claims, suits, liabilities, judgm aw, come and expanded, whheb may in anywise acumen against that Buyer sn consequence of the granting of this Contract or which may anywriss re a dt terefiamt whether or not it shall be alleged or determined that the act was caused through negligence or omiui in of to Seller or its a playeea, or of the subSelier or assignee or its emplayesa, if my, and the Seiler shall, at his own expense, appear, defied and pry all cherges of morneys and all costs and other expemet wing therefrom of incurred in connection therewith, rod, if my judgment shall be tendered sgalnu die Buyer in my such action, the Balker shall, st its oven expenses, satisfy and discharge the see Seller expressly understands and agrees else awry bond requited by this cons act, or otherwise provided by Seller, shall is has way limit the responsibility to imdennifjt, keep and save harmless and defend the Buyer n herein provided 22. TIME. It is hereby expressly agreed and understood that time it of the essence for the performance of this contract, and failure by contract to tried the time npeeifieatsaes of this agreement will cause Sella to be in default of this agteenent. 23. MBE. Thee City of Lubbock hereby notified all bidden that in rapid to my contract entered into pursume to this request, minority and women business a eriose will be afforded equal Opportunities to submit bids in response to this invitation and will nil be discriminated againis on the grounds of race. color. tea or natural origin in consideration for as award. 24. NON -ARBITRATION. The City reserves doe right to exercise any right a remedy available to it by law, contract equity, or otherwise. including without limitation, the righa to seek any and all forts of Mid( in a cart of competent jurisdiction. Further, the City shall no be subject to my arbitration proem prior to exercising its unrestricted right to stack judicial rrrnaedy. The M. ies set forth herein are cumulative and rum exclusive, and may be exercised axcurready. To tie extend of any conflict between this provision and another provision sin, or related to, this document this provision shall control. 23. RIGHT TO AUDIT. At my time doing the term of de contract or did Ra, the Chy, or ■ duly auterirsd audit represeutive of the City of the State of Team, at its expense arh4 at reasonable times, reserved the right to sudit Contactors records and books relevam to all services provided in the City utda this Contact. In the event such an audit by the City m%als any arm or overpayments by the City. Contractor shell refund the City the full amount of such ovapsynsnts within dirty (30) days of such audit findings, or die Lity, at its dtptwm. reserves the right to deduct such amouras owing the City from any paynnenn due C0411WOr, Rev. 02 2012