Loading...
HomeMy WebLinkAboutResolution - 2024-R0113 - PO 10027217, Road Runner Bridge, Pedestrian Utility Bridge, Mackenzie Park Lake - 03/05/2024Resolution No. 2024-RO113 Item No. 5.13 March 5, 2024 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock, Purchase Order 10027217, in accordance with Contract PCA OD-393-23 for the purchase and installation of a Utility Bridge for Mackenzie Park Lake, by and between the City of Lubbock and Road Runner Bridge, of Greenville, 'Texas, and all related documents. Said Purchase Order is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. Passed by the City Council on March 5, 2024 C!! SHELIA PATTERSON HARRIS, MAYOR PRO TEM AT EST: Courtney Paz, City Sccreta APPROVED AS TO CONTENT: Brooke Witcher, Assistant City Manager APPROVED AS TO FORM: Rachael Foste , Assistant City Attorney cedocs11/RES.P0 10027217 PCA OD-393-23 Road Runner Bridge 2.16.24 Page - - LubbCity of Date - 2/15/2024 ock PURCHASE ORDER TEXAS Order Number 10027217 000 OP Branch/Plant 5223 TO: ROAD RUNNER BRIDGE PO BOX 8246 GREENVILLE TX 75404-8246 SHIP TO: CITY OF LUBBOCK - CENTRAL SHOP 308 MUNICIPAL DRIVE LUBBOCK TX 79403 INVOICETO: CITY OF LUBBOCK ACCOUNTS PAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 BY: Marta Alvarcz, Direct of Purchasing & Contract Management Ordered 2/27/2024 Freight Requested 3/29/2024 Taken By K MORGAN Delivery PER K ROBINSON REQ 61388 PCA OD-393-23/ PURI7922 If you have any questions, please contact Kalee Robinson at 806-775-2672 or via etnail at KRobinsonomylubbock.us Description/Supplier Item Ordered Unit Cost UM Extension Request Date Purchase and Installation of Utility Bridge 1.000 144,626.0000 EA 144,626.00 3/29/2024 Total Order Terms NET 10 DAYS 144,626.00 INSURANCE REQUIRED: Commercial General Liabilitv: Workers Compensation and Emolover Liability: $ I M occurrence 1 VNI aggregate (can be combined with an Statutory. Ifthe vendor is an independent contractor with no Excess Liability to meet requirement). CGL is required in ALL employees and are exempt from providing Workers' contracts. It is perhaps the most important of all Compensation coverage, they must sign a waiver (obtained from COI.. Purchasing) and include a copy ol'their drivees insurance policies in a contractual relationship. It insures the license.EmploverLiability($IM) is requiredwith Contractor has broad liability coverage for contractual activities Workers Compensation. and for completed operations. Commercial General Liability to include Products — CompletionlOP, Personal and Advertising Injury, Contractual Liability, Fire Damage (any one fire), and Medical Expenses (an% one person). Automotive Liability: $1M occurrence is needed. Addifinnal Pnliria Commercial General Liability Heavy Equipment Endorsement: Heavy equipment endorsement is required *The City of Lubbock (including its officials, employees and volunteers) shall be altorded additional insured status on a primary and non-contributory basis on all liability policies except professional IiabiI itirs and .corkers comp. *Waivers ol'Subrogalion are required for CGL, AL, and WC. *To Include Products of Completed Operations endorsement. *Carrier will provide a 30-day written notice of cancellation, 10-day written notice for non-payment. 'Carrier; must meet an A.M. Best rating of A- or better. *Subcontractors must carEy same limits as listed above. This purchase order encumbers funds in the amount of $144,626.00 awarded to Road Runner Bridge of Greenville. TX, on March 5 , 2024. The following is incorporated into and made part of this purchase order by re:cr r c Q)­,)rc dated February 15, 2024, from Road Runner Bridge of Greenville, TX, and PCA OD-393-23. Resolution # 2024-RO113 CIT LUB O AT EST: Co ney Paz, City S cr taly SHELIA PA ERSON HARRIS, MAYOR PRO TEM Rev. 3/2022 Seller and Buyer agree as follows: PURCHASE ORDER TERi'1S AND CONDITIONS STANDARD TERINiSAND CONDITIONS ACCEI'TANC'E OFTHIS PURCHASE ORDER - CONTRACTOR ACKN MT171)GES. by supplvinc any _(01 I1111 thntro e Coaor as hread, fully ndersrand, and will he in fill compliance wlh all term-lind c n i t o •y1lLl life descrimiye -aerial contained herein andall, additional isutciateel documents and Amendmenro I Te (-it,- I sclaime anytermn ylld condition; provided by the Contractor unless agreed anon in writing by the parties In the event of conflict lic•rwee a llic C_uy-s lerntc and Conditions :ind JIIV mans and conditians provided be the Contractor the ter nc rand gpnditrpn niix ided herein shall prevail. -file terns and conditions provided herein ire the lnal le' ., eel up can Ins fife par[ias. and any prior confl f tuny terns shall be of no fora car effect I. SELLER TO PACKAGE GOODS. Seller will package goods in accordance with good commercial practice. Each shipping container shall be clearly and permanently marked as follows (a) Seller's name and address. (b) Consignee's name, address and purchase order or purchase release number and the supply agrcentent number if applicable, (c) Conlainrrnumbcr and total number of containers, c.g. box I or 4 boss, and (d) life number of Like conniver hearing the packing slip. Seller shall bear cost of packaging unless otherwise provided. Goods shall be suitably packed to secure lowest transportation costs and to conform with requirements of common carriers and any applicable spcci firm ions. Burr s count or weight shall be fall and com:lusivr on shipments not accompanied by packing lists. 2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is nor authorized to ship the goods under reservation and no tender of a bill of lading will operate is n tender of goods 3. TITLE AND RISK OF LOSS. The title and risk of loss of the goods shall not pus to Buyer mail Buyer actually receives and lakes possession of the goods at 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 who time of delivery, quality and the like. If a tender is made which does not filly conform. this shall constit Lite a breach and Solder shall not I,!%e the right to substil use a conforming tender, provided, where the time for performance has not yet expired, life Seller may reasonably notify Buyer of his intention to core aid may then make a conforming tender within the comroc, unto but not afterward. S. INVOICES It, PAYMENTS. a. S e I I a r sh:dl subnhit separate invoices, in duplicate, one each purchase order or purchase rrlcase after each delivery. Invoices >h:dl indicate [life purchase order or larch;se nrlcise number and Ilia Supply agreement number if applicable. lac-r..s shall he itemised and transportation charges, if any, shall be listed srparoioi . A copy of the bill of lading, mid the height wnvhill when applicable. should be attached to the invoice. Mail'fo: Accounts Payable, City of Lubbock. 1' Ct llo� 'uu!n. Lubbock. Texas 79457payment shall not be due until the above instruments are submitted alier deft yery 6. GRATUITIES. The Buyer may, by written notice to the Sellar, a ncel Ihic cnnlrtcf without liability to Seller if it is determined by Buyer that gratuities, in the form orenlortafnnhonl. gifts ormlierwise, were ofcrrdor given by ilia Seller, or any agent or representative of the Seller. to any officer or employee of the City of Lubbock with a view to securing a contract or securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performing of such n contract. In the event this contract is canceled by Buyer pursuant to this provision. Buyer shall be entitled, in addition to any other tights :red remedies, to recover or withhold the anou lL of the cost incurred by Seller in providing such gratuities. 7. SPECIAL TOOLS S TEST EQUIPMENT. If the price stated on Lite Mice hcrcof includes the cost of any special tooling or special test equipment filbricntcd or required by Seller for the pugwse of filling this order, such special tooling egnpmeni and oily process sheets related thereto shall become the property of the Buyer and to the extent feasible shall be identified by the Seller:u such. 8. WARRANfY-PRICE. a. The price to be paid by the Buyer shall be that contained in Seller's bid which Seller wammis to be no higher than Seller's current process on orders by others for products or the kind and specification rewind 1w Ibis a-�reement for similar quantities under similar of like conditions and methods of purdiase. In [he event Seller brunches This warnmly, the prices ofthe items shall he ieducod to the Seller's current prices on orders by edICIS, or in Lite altemntive. Buyer may cancel this contract willioul liability to Seller for breach or Seller's actual expense. b. The Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreentent or understanding for commission, percentage, brokerage, or contingent Pee excepting bona fide employees of bona ride established conmiercial or selling agencies nutintained by the Seller for the purpose ofsecuring business. For breach of viciaLion of this warranty the Buyer shall have the right in addition to any other right of rights to cancel this contract without liability and to deduct frum the contract price. or otherwise recover without liability and to deduct Prom the contract price, or otherwise recover the fill nmotmt of such commission, percentage, brokerage or comingem reo. 9. WARRANTY -PRODUCT. Seller shall not limit or exclude any implied warranties and any attempt to do m shall render this contract voidable at the option of the Buyer Seller warrants that the goods furnished will conform to the specification, drawings, and descriptions listed in the hid invitation, and to [he sample(s) furnished by the Seller, if any. In the event of a connici or between the specifications, drawings, and descriptions, the specifications shall govern. Notwithstanding any provisions contained in the contractual agreement, the Seller represents sold w;trrants fault -free performance and fault -free result in the processing dale and date related dnla (including, bill not limited to calculating, comparing and sequencing) of all hardware, software and firmware products delivered and Sendces provided under this Contract, individually or in combination, as the case may be from the effective date of this Contract. The obligations contained herein apply to products Laid services provided by the Seller, its sub- Seller or any third party invnlyed in flit creatirnor development of[]fe products and services to be delivered to the City of Lubbock under this Contract. Failure to comply with any of thin obligations contained herein, stay resull in the City of Lubbock availing itself of any of its rights troche the lawand unrinr this Cnntroar innlurlinL. but not limiuvl to. ill right penninina to termination or default. The wan;reties contained herein are separate and discrete lino any other warranties Specified in this Contract. and are not subject to any disclaimer of wamnty, implied or expressed, or linniii for of the Seller's liability which may he specified in dhii Contract, its appendices, its schedules, its annexes or oily document incorporated in this Contract by reference. 10. SA17ETY WARRANTY. Seller warrants that the product sold to the Buyer shall conform to the standards promulgated by the U. S. Department of Labor under the Occupational Safety and Health Act Of 1970, In the event the product does not conform to OSHA standards, Buyer may return life product for correction or rephueemcm m the Seller s expense. In the event Seller fails to make the appropriate correction within a reasonable time, correction made by Buyer will be at the Seller's expense. I f NO WARRANTY WE 11C1ER AGAINST INFRINGEMENTS. As pan of this contract for sale Seller agrees to ascertain whether gums a,.ir I'ma ed in accordance wifh the specifications attached to this agreement will give rise to file rightful claim of -;rev thud parson by u w of infringement orthe like. Buyer makes na warranty that tho production of goods according it, the save ul"icztion wdh not give rise to such a claim, and in no event shall Buyer be liable to Seller for indemnifcaowm in the event cat tt Scllcr is sued on the grounds of infringement of the like. If Seller is of life opinion that an inli ur_anent or the like "Ill result, he will notify file Buyer io this efroci in writing within two works after thesigning ofihisagreenicnt. If Bever does not receive notice and is subsequently held liable for fife inliingemenl or the like. Seller wdlh save Buyer Iwrliless. If Scllcr in good faith ascertains like production of the goods cat accordance with die specifications will result in infringement or the like, the contract shall be null and void. 12, NON : PPROPRIA LION. All funds for payment by the City under this contract tiro subject to the availability of an ruv,ual ippropnaiinn ni,r this purpose by the City. In the event of nonapproprintion of funds by the City Council of the City ot'Lubbock lot the goods or services provided under the contract, [he City will terminate the contract, without termination chm L% or other liability, on due last day of the then -current fiscal year or when the appropriation made for the fher,currunm year for the goods or services covered by this contract is spent, whichever event occurs first. If ai aiy [into funds are not appropriated for the continuance of [his contract, cafcellmion shall lie accepted by the Seller on thirty (30) days prior written notice, but failure to give such notice shall be of no effect and the City shall not be obligated under this contract beyond die date of termination. 13. RKMI- OF INSPECTION. Buyor shall have the right to inspect the goods at delivery be li)r .coo:piing them. 14. CANCELLATION. Buyer shall have the right to cancel for default all or any part of the un&11%el ad portion of this order if Seller breaches :sty Of the toms hereof including warranties of Seller or if the Seller been pus resolvent or commits acts of bankruptcy. Such right ofamcellation is in addition to mid not in lieu of any other remedies which Buyer may have in lawor equity in accordance ,with this provision. Termination of work hereundor shall I>= effected by the delivery of the Seller of a "Notice or Termination" specifying the extent to vdi ch performance of work under the order is terminated and the date upon which such termination becomeseffective. Such right or Ie;mmaLion is in addition to and not in lieu ofthe rights of Buyerset forth in Clause W. herein. I& FORCE A4:V17IIRE. Neither parry shall be held responsible ],it losses, resulting if the fulfillment of any terms of pai imms of this contract I..:Ielaved or prevented by any cause not within the control of the party whose performance is Ina•rle-I will. and wkwli by Lite exercise of reasonable diligence said party is unableto prevent. 17. ASSI6\\[LN-1-[)Lt.[ i UA I10N No right or interest in this oomract shall be assigned or delegation of any obligation made by Seller ,illhout the wrilten permission of the Buyer. Any attempted assignment or delegation by Seller shall be wholly void and Totally ineffective for all purpose unless made in conformity with this paragraph. 18. WAIVER. No claim or right arising out of a breach of this contract can be discharged in whole or in pan by a waiver or renunciation of the cloint or right unless the waiver or renunciation is Supported by consideration and is in writing signed by the aggrieverh party. 19. INTERPRETATION -PAROLE EVIDENCE. 'Phis writing, plus any specifications for bids and performance provided by Buyer in its advertisement for bids, and miy other doco moms provided by Seller asi pan of his bid, is intended by [he parties as a Final expression or their agreement and intended LEIS- as a complete and exclusive statement of the tarns of their agreement. Whenever a term defined by the Uniform Commercial Code is used in this agreement• the delinilimt Cmmanrd in the Code is to control. 20. APPLICABLE LAW. -this agreement shall he governed by the Uniform Commercitl Code. Wherever the terns "Uniform Commercial Code" is used, it shall be construed as moaning the Uni Form Commercial Code as adopted in the State of Texas as effective and in force on the due ofthis agreement. 21. RIGHT TO ASSURANCE. N9hrnever one party to This contract in goad faith Ito reason to question the other parry's inter to perf)nn he may IcnN,nd that the other paregive written assurance of his intent to perronn. In Lite event tot it denhand is naade ;red no asaurancc is given within five (5) days. the demanding party may meat INS failure as an anlicipolory repudiuionoftho contract. 22. INDC\•1.MMCATION. Seller shall indemnify, keep and save harmless the Buyer• its agents, cifPcials and emplov<•es, against all injuries, deaths. loss, damages, claims, patent claims, suits, liabilities. judgments, costs and expenses, which may in anywise:mcrue 1::Linc1 the Buyer in consequence of the granting of this Contract or which may anywyi5e result therefrom, whether or not it shall be alleged or determined that the act was caused through negligence c r onussion of f he Seller or its employees, or of the subSeller or assignee or its employees, if any, and the Seller shall, at his own expense, appear, defend and pay all charges or attorneys and all costs .red other expenses :rising therefioni of incurred in connection therewith. and, if anyjudgment shall be rendered against the Buyer in any such action, the Seller shall, at its owvn expenses• satisfy and discharge the same Seller expressly understands and agrees that any bond required by this contract, or otherwise provided by Seller, shall in no way limit the responsibility to indenrnil , keep and save harmless and defend the Buyer as herein provided. 23. TIME. It is hereby expressly agreed and understood that time is of the essence for the performance of this contract, :red failure by contract to meal the tittle specifications or this agreement will causa Seller to be in default of this agreement. 24. MBE. The City of Lubbock hereby notifies all bidders that in regard to any contract entered into pumunnl to this request, minority and women business enterprises will be afforded equal opportunities to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color• sex or mmcrel Origin in consideration foram i-rd. 25. NUN -ARBITRATION. The City reserves the right to exercise ;my right or remedy to it by law, contract, equity, or otherwise, including without limitation, the right to seek any and all forms of relief in a court of competent jurisdiction. Further. the City shall not le subject to any arbitration process prior to exercising its unrestricted Tight to seek judicial remody. The remedies set forth herein are cumulative and not exclusive• !red may, be exercised concurrently. To file extent of any conflict between this provision and anotherprovision in, or related to, this document, this provision shall control. 26. RIGI IT TO AUDIT. At any time during the term of the conirno, or thereafim. the City, or a duly authorized audit representative of the City or the State of Tess, at its expenee and at reasonable Limes, reserves the right to audit Contractor's records and books relevant to all services provided to Lite City under Ihis Contraci. In the event such an audit by the City reveals:my errors or overpaymers by the City, Contractor shall refund like City the full amount ofsuch overpayments within thirty (30) days of such audit findings, or the City, at its option. reSor the right to deduct such amorous owing the City from airy payments due COmranlor. 27. The Contractor shall not assign or sublet the contract, or any portion of the contract, without wrinen consent from the Director of Purchasing and Contract Management. 29. Contracts with Companies Engaged in Business with Iran. Sudan, or Foreign Terrorist Organization Prohibited. Pursuant to Section 2252.152 or the Texas Government Code, Prohibits the City from entering into a contract with a vendor that is identified by 'file Comptroller as a company known to have contracts with or provide supplies or service with Iran. Sudan or a foreign terrorist organization 29. Texas Government Code, Section 2252.908 requires a business entity entering into certain caramels with a governmental entity or state agency to file with the governmental entity or state agency it disclosure of interested parties at the time the business entity submits the signed contract to the governmental entity or slate a gency. Insiruoions for completing Form 1295 are available m: hhawWwww ci luhbock tx.usldenanntental- ,yeh<;Ligront,,rltt,em rom,etian 30. No Boycott of Israel. Pursuant to Section 2271.002 of the Texas Government Code, Respondent cenif es lhat either (I) it ruecls an exemplion criteria under Section 2271.002: or Oil it does not boycott Israel and will not boycott Israel during the term of the contract resuhmg from This snlicitoomn. Respondent shall stale any facts that make it exempt from the boycott cartilication m it> Rr.p,nse 31. No Boycott of Energy Companies. PUrSLIM11 v• "7_1 Id -the Texas Govemment Code, Respondent certifies that either(i) it meets an exemption entire tmdet S,aion'__'71 002:or (ii) it does not boycott Energy Companies and will not loycott Eniergv Compame: Turin_ file Icini ollhe contract resulting from this snhicilation. Respondent shall state air: Iactn thin II rzrinpt Goat the 1-am certification in its Response. 2. No Boycott ofa Fircaim Entity of Prcnin IL,cle :lssasiOtiun. Pursuant to Section 2274 oflhe Texas Government Code. Respondent certifies that tidier (i) it meets an exemption CI i[eno under Section 2274,002; or (ii) it does not boycott a Firearm Entity or Firearm Made Association and will not Ioycou a Firearm Entity or Firearm Trade Association during the form ofthe contract rsulling front this solicitation. Respondent shall slat. any liters that nhake it excnipt Rom the lioycon certification in its Reslonse. 33. Contracts With Companies Engaged in Business with Iran, Sudan, or Foreign Terrorist Organization Prohibited. Pursuant to Section 2252, 152 of the Texas Government Code. prohibits the City from entering into a contract with a wend-, Ihat is identified by'rhr Comptroller as a company known to have contracts with or provide supplies or service with Imo. Sudan or a I(., terrorist organization 34. 'I'ESAS PUBLIC 1 NFORMA I i m, ACT. The requirensents of Sulic iapter 1, Ch;apacr 552, Government Code, may a1)1)[y'to this contract and the eonractor or vendor agrees that [Ile contract can be terminated irthe cmaraclnr or vendor knowingly or intentionally fails to comply with a requirement of that subchapinr. 35, Pursuant to Section 552.301(c) of the Texas Government Code, the City of Lubbock has designated the following email address ror which public infornnnion requests stay In made by an cmailcd request- orr na mvhubbock.a5. Please send this request to this email address for it to be processed 15. TEILMINATION. The performance of work under this order maybe terminated in whole, or in pan by the Buyer REV. 3/2022 ROADRUNNER BRIDGE Krishna Fahrlender (806-775-2677 office) 311 Floor, Citizen's Tower 1314 Avenue K Lubbock, TX 79401 kfahrlender()_mylubbock.us Project Name: Mackenzie Park Bridge Replacement Project Location: 601 E. Municipal Drive Lubbock, TX 79403 Roadrunner Bridge 3734 State Hwy S • Greenville, TX 75402 903-224-9262 www.roadi-unnerbridge.com Proposal # 1261 v4 February 15, 2024 Quoted By: Dan Thompson Cell: 972-342-4478 Road Runner Bridge 8' W — 56' L — U with Installation Item. DESCRtPTI�N PRICE 1 Utility Bridge, fully welded steel tube frame with black powder coated finish with 42" railing and 3" x 12" x 8' Douglas Fir timber decking with long life copper naphthenate treatment. 8-ton (16,000 lb.) load ca acit . $72,313 2 Freight to Lubbock, TX $5,777 3 Installation by Roadrunner Bridge $66,536 4 Demolition and disposal of existing bridge By Customer 5 Geotechnical Study by 3rd Party Civil Engineering Firm, if needed By Customer 6 Locate all Utilities in Construction Site By Customer 7 Dewatering and Rerouting any Existing Creek Flows NA 8 Tree Removal, Backfill, Drainage, Site Cleanup Included 9 Concrete Road Surface on Bridge NA 10 Concrete Approach Pad with anti -automobile bollards Included 11 Finish Bridge Approach Road Surfacing NA 12 Hydrology Study NA PCA 0D-393-23 Bridge Contract TOTAL COST $144,626: • 50% downpayment ($72,313) required after issue of purchase order for bridge shipment. The remaining 50% ($72,313) balance is due upon installation completion. • Sales Tax exemption certificate required • See General Terms and Conditions Acceptance of .order and Terms ar:c Printed Name Signature Date Installation location ROADRUNNER BRIDGE General Terms and Conditions DELIVERY: Delivery of goods shall be F.O.B. Greenville, Texas, unless otherwise specified. SHIPPING: The buyer is responsible for the transport cost and liability during transportation. Prepay and add Shipping will be billed at cost plus 20%. WARRANTY: Roadrunner Bridge offers a Five (6) yearwarranty formanufactured defects only after the delivery date to the customer. PAYMENT: Payment must be made in full at the time of order via Check, Cashier's Check, crACK All checks must be made payable to Roadrunner Bridge. Third party financing is available. Fees will apply if using a credit card form of payment. CANCELLATION: Cancellation without liability of this proposal after acceptance by the Buyer can be made only with the Seller agreeing in writing. The charge for cancellation shall be 10% of the total order. INDEMNITY: Buyer ati - t.. 1,a n< innrm extent permitted by law, to indemnify, defend ui Fc d -,arn ers Roadrunner Bridge and its employees, ag r; 12sentativrs. _,hareholders, directors, officers, members, managers end insurers ;collectively "Indemnitee"), against and from all allege: c actual liability, claims, demands, liens, and damages of any nature whatsoever (collectively "Claim"). for the death of or injury to any employee or agent of Roadrunner Bridge to the extent caused by or resulting from the negligence of Buyer or any employee, agent or subcontractor of Buyer. GOVERNING LAW ! ARBRITRATION: This contract shall be governed by and construed in accordance with the laws of that state of Texas, USA. Any dispute, controversy, or claim arising out of or relating to this contract of sale shall be resolved exclusively by binding arbitration conducted in Hunt County, Texas, and administered by the American Arbitration Association pursuant to its Commercial Arbitration Rules. TAXES, DUTY, AND PERMITS: Items are subject to sales tax. Sales, Use, Excise, Occupational tax or any other Federal. State or Municipal tax, Duty or Permit Fees are not (unless otherwise stated) included in this proposal price. The Buyer hereby assumes and agrees to pay and/or reimburse the Seller for any of the above taxes, assessments or fees arising out of this transaction.