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Home My WebLink AboutResolution - 2015-R0067 - GT Distributors - 02/26/2015Resolution No. 2015-R0067 February 26, 2015 Item No. 6.18 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, Contract No. 12089 for Emergency Vehicle Lighting, by and between the City of Lubbock and GT Distributors, Inc., of Austin, Texas, and related documents. Said Contract 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 Febmary 26, 2015 TTEST: Garza, City APPROVED AS TO CONTENT: Mark Y6rwood" 11 Chief Information Officer, Assistant City Manager APPROVED AS TO FORM: L. RES.Contract-GT Distributors, Inc 1.30.15 RFP 154VMMA. Emergence Vehicle Lighting Resolution No. 2015-R0067 CITY OF LUBBOCK, TX Emergency Vehicle Lighting CONTRACT 12089 This Service Agreement (this "Agreement') is entered into as of the 26 day of February 26, 2015, ("Effective Date") by and between GT Distributors. Inc. (the Contractor),and the City of Lubbock (the "City"). RECITALS WHEREAS, the City has issued a Request for Proposals RFP 15-12089-MA for Emergency Vehicle Lighting which becomes part of this contract, WHEREAS, the proposal submitted by the Contractor has been selected as the proposal which best meets the needs of the City for this service; and WHEREAS, Contractor desires to perform as an independent contractor to provide Emergency Vehicle Lighting upon terms and conditions maintained in this Agreement; and NOW THEREFORE, for and in consideration of the mutual promises contained herein, the City and Contractor agree as follows: City and Contractor acknowledge the Agreement consists of the following exhibits which are attached hereto and incorporated herein by reference, listed in their order of priority in the event of inconsistent or contradictory provisions: 1. This Agreement 2. Exhibit A — General Requirements 3. Exhibit B —Best and Final Price Proposal 4. Exhibit C - Addendums Scope of Work Contractor shall provide the services that are specified in Exhibit A. The Contractor shall comply with all the applicable requirements set forth in Exhibit B, and hereto. Article 1 Services 1.1 Contractor agrees to perform services for the City that are specified under the General Requirements set forth in Exhibit A. The City agrees to pay the amounts stated in Exhibit B, to Contractor for performing services. 1.2 Contractor shall use its commercially reasonable efforts to render Services under this Agreement in a professional and business -like manner and in accordance with the standards and practices recognized in the industry. Article 2 Miscellaneous. 2.1 This Agreement is made in the State of Texas and shall for all purposes be construed in accordance with the laws of said State, without reference to choice of law provisions. RFP IS-12089-NA Emergemry Vehicle Lighring M 15-12089-MA. Emergency Vehicle Lighting 2.2 This Agreement is performable in, and venue of any action related or pertaining to this Agreement shall lie in, Lubbock, Texas. 2.3 This Agreement and its Exhibits contains the entire agreement between the City and Contractor and supersedes any and all previous agreements, written or oral, between the parties relating to the subject matter hereof. No amendment or modification of the terms of this Agreement shall be binding upon the parties unless reduced to writing and signed by both parties. The Agreement establishes a contract for a period of three years with the option of two one year renewals under the same terms and conditions of the original contract. Contract extension will occur upon mutual agreement of the City of Lubbock and the Contractor. The City reserves the right to award multiple vendors. 2.4 This Agreement may be executed in counterparts, each of which shall be deemed an original. 2.5 In the event any provision of this Agreement is held illegal or invalid, the remaining provisions of this Agreement shall not be affected thereby. 2.6 The waiver of a breach of any provision of this Agreement by any parties or the failure of any parties otherwise to insist upon strict performance of any provision hereof shall not constitute a waiver of any subsequent breach or of any subsequent failure to perform. 2.7 This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, representatives and successors and may be assigned by Contractor or the City to any successor only on the written approval of the other party. 2.8 All claims, disputes, and other matters in question between the Parties arising out of or relating to this Agreement or the breach thereof, shall be formally discussed and negotiated between the Parties for resolution. In the event that the Parties are unable to resolve the claims, disputes, or other matters in question within thirty (30) days of written notification from the aggrieved Party to the other Party, the aggrieved Party shall be free to pursue all remedies available at law or in equity. 2.9 At any time during the term of the contract, or thereafter, the City, or a duly authorized audit representative of the City or the State of Texas, 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 this 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. 2.10 All funds for payment by the City under this Agreement are subject to the availability of an annual appropriation for this purpose by the City. In the event of nonappropriation of funds by the City Council of the City of Lubbock for the goods or services provided under the Agreement, the City will terminate the Agreement, without termination charge or other liability, on the last day of the then -current fiscal year or when the appropriation made for the then -current year for the goods or services covered by this Agreement is spent, whichever event occurs first. If at any time funds are not appropriated for the continuance of this Agreement, cancellation shall be accepted by the contractor 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 Agreement beyond the date of termination. 2.11 The City reserves the right to exercise any 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 be subject to any arbitration process prior to exercising its unrestricted right to seek judicial remedy. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. To the extent of any conflict RFP 15.120894MA Emergency Vehicle Lighting RFP 15 121169 MA. Emergency Vehicle Lighting between this provision and another provision in, or related to, this document, this provision shall control. IN WITNESS WHEREOF, this Agreement is executed as of the Effective Date. CITY OF LUB OC C Glen ertson, Mayor E ST: eb Gana, City Secretary APPROVERAS TO CONTENT: CliffoCommunications Manager U, Deputy City Attorney RFP 15-12089-MA EnnMency Vehicle Lighting L-M Peter Hernandez Print Name 2545 Brockton Drive, Suite 100 Address Austin,TX 78758 City, State, Zip Code RFP 15-12089-MA. Ern gmcy Vehicle Lighting Exhibit A Emergency Vehicle Lighting City of Lubbock, Texas H. GENERAL REQUIREMENTS 1 Intent a) The City of Lubbock (hereinafter called "City") is seeking proposals from interested firms and individuals, (hereinafter called 'Proposer") to provide Emergency Vehicle Lighting. b) Offerors are invited to submit demonstrated competence and qualifications of their firm for providing these products. c) The information contained within this document is intended to provide interested firms with the requirements and criteria that will be used to make the selection. 2 Scope of Work The City is looking for the best price for the Items. The City reserves the right to order quantities that are necessary to outfit the fleet when needed. The vendor must be a Authorized Whelen Master Distributor in the State of Texas. 3. Contract Term The purpose of this RFP is to establish a contract for a period of three years with the option of two one year renewals under the same terms and conditions of the original contract. Contract extension will occur upon mutual agreement of the City of Lubbock and the Contractor. The City reserves the right to set up multiple vendors to fill the needs of lighting. 4 Evaluation Criteria All proposals will be evaluated by a team to include but not be limited to City of Lubbock members, legal counsel, and independent consultant(s). The following criteria will be used to judge and rank submittals: a) Cost of Goods (50%) b) Availability/Delivery Time (20%) c) Warranty Replacement Time (20%) d) References (10%) 5. Proposal Format a) The City of Lubbock requires comprehensive responses to every section within this RFP. To facilitate the review of the responses, Firms shall follow the described proposal format. The intent of the proposal format requirements is to expedite review and evaluation. It is not the intent to constrain Firms with regard to content, but to assure that the specific requirements set forth in this RFP are addressed in a uniform manner amenable to review and evaluation. RFP 15-12089-MA En mcy Vehicle Lighting RR 15-12089-MA. Emergency Vehicle Lighting b) Cover letter addressed to the Honorable Mayor and City Council that states the Offeror's understanding of the services to be provided. Include any additional information believed necessary that is not requested elsewhere in the RFP. c) The proposal should be bound in a single volume where practical. All documentation submitted with the proposal should be bound in that single volume. d) The proposal must be organized into the following response item sections and submitted in an indexed binder. TAB A Qualifications and experience 1. Briefly introduce your firm and provide a summary of the organization. The vendor must be a Authorized Whelen Master Distributor in the State of Texas. TAB B Price Sheet 1. Price sheet should have the retail price, discount to the City and extend cost. Current pricing list or catalog from manufacture. Additional discounts to the City for large volume orders. TAB C Parts/Labor Warranty 1. Parts and Labor warranty information. RR 15-12089-.. A Finag Vehicle Lighting Exhibit B City of Lubbock, TX Purchasing & Contract Management RFP 15-12089-MA Emergency Vehicle Lighting Best and Final Offer Proposer's Name: , (5 (IZ O1 S I� n1 G Line Item QTY +/- PART NUMBER DESCRIPTION Retail Price Discount Extend Price 1 200 M4AC M4AMBERWITHCLEARLENSE u 1,0 �S,L 00A 2 100 M4J M4 LED SPLIT RED BLUE 17- j O 1(li , 2 Lei ,'5 0 3 200 M4M M4 LED SPLIT AMBER BLUE L7 -00 y-1i 2 rj. i0 4 200 M61A M6 LED SPLIT AMBER BLUE 2y5.00 1 LK 1�jt'.210 5 100 M7M M7LED SPLIT 2_L�5.oO L�i.I- t3`1 6 100 M713C M7 SERIES LED LINEAR BLUE 2-gA•00 7 100 LINZ6M LED SPLIT AMBER BLUE 8 100 LINZ6J LED SPLIT RED BLUE 7, 9 50 UHF2150A HEADLIGHT FLASHER -POS. OR NEG. SWITCH ,Koo 1 41.2, 3-7, g2 10 50 UBF5150 WHELEN BRAKELIGHT FLASHER `Y .o 0 4, 2- 4 3 11 50 IONJ ION SERIES LED SPLIT RED BLUE Lje7i, 2- 12 100 IONM ION SERIES LED SPLIT AMBER BLUE 00 Lt 13 100 IONSMM ION SURFACE MOUNT SPLIT BLUE AMBER ('.00 q5.2.-°• �S 14 50 IONSMJ ION SURFACE MOUNT SPLIT RED BLUE ��6,0J LK 2- G. S 15 100 IONBKTI LICENSE PLATE BRACKET HORIZONTAL ION �� • �i) �(S, Z Z 16 100 RBKT7 LICENSE PLATE BRACKET VERTICAL 17 100 RBKT6 LICENSE PLATE BRACKET HORIZONTAL 18 50 PT360PW PERMANENT MOUNT WIRELESS CONTROLLER lQ�{0-1J �45,'7- 19 100 VTX609M VERTEX SPLIT BLUE AMBER k 5 ,00 5 •'L Proposal Price Sheet Line Item QTY +/_ PART NUMBER DESCRIPTION Retail Price Discount Extend Price 21 25 3SRCCDCR 3" ROUND COMPARTMENT LIGHT 0u US, Z 9. a � 22 25 SA 315 P 100 WATT COMPOSITE SPEAKER 32 ,oJ 23 100 SAK I UNIVERSAL MOUNTING BRACKET , 0 is• 2 20. 2 Y 24 50 SAK•" SIREN BRACKET VEHICLE SPECIFIC Ze.2� 25 50 HHS2200 HANDHELD SIREN AND ARM 26 25 TADP8 DOMINATOR PLUS TA LINZ6 (2,2 •0 0 5. 2 b % Q 7 6 27 10 PTPI SINGLE SPOTLIGHT PANEL PIONEER PLUS �(I I O v N5. L q W 7 28 10 PBA106 PIONEER BAIL MOUNT BRACKET ,00 �{5.7- `74.26 29 10 P36SLCHG PAR 36 LED RUBBER HOUSING Z 3 , 00 30 50 DP633000 DOMINATOR PLUS LINZ6 RED BLUE 1(6.00 2 r7o1-�7 31 50 SFPIJ SPITFIRE LINZ6 SPLIT RED BLUE '� 3.00 i t gl 6 2 32 50 SFIONJ SPITFIRE ION SPLIT RED BLUE M.0) Li .2 (g. 0 33 100 STRAPKIT VEHICLE SPECIFIC STRAPKITS 52 0b Total $ 56�{.�0 $ 51q 6. % Discount on Items not Listed % I q 5. Z Proposer's Name: 0 c \fit 6;ji 5 Revised Specification and Price Sheet PD CanOaarayyan q10 R LED R LED RED LED LED FOO RLED RLED RLED R LED B LED LED RLED BED BED WLED B LED BED @ ADO LED BLED BLED B LED gC e ses Clnar i Cloar Line /lams GBAWD Add One Super-LEDO Warning/Alley Lights GBDLD Add DUC- Series Linear-LEDO Flasher. 1 Long Whlle/Red GBDLE Add DUO. Series Linear-LEDO Flasher, l Long White/Blue GBAWE Add One Super-LEDO Warring/Alley Lights GBDLK Add DUO+Series Linear-LEDO Flasher, l Long Amber/Red GBDLM Add DWr Series Llnear-LED® Flasher, l Lona Amber/Bin Discount 45.2-% # 1549.5o Revised Specification and Price Sheet Fleet Conou �lon B�fcD ALD A LED A LED LED E P!s i A LED e`FD ALED ALED ALED ALED ALED ALED ALED e(Fo Y ALED ALED ALED 0VE0 HTO FTIIR HTO ALD ALED Lenses Clear Clear tntema/Hamm Connectors and Colors P Whylk , 0 ftm- a vmeae, a p Bm.e B.a.e ae•a WhaBm,B WnNfa6B YIBW B iMn Oryi WhL F G F BIk,F BIk,F WhaBW. DIWhWIO, D WBYtyy O BW,D vW.D cyo re F°!F IM1TVBIu,D WTUVIo,D Y �W� DIU,D I W.D YiTWeI,C VN�LGn,.0 Ye1,C Gm.0 Pap,I DEREK Eerek Fleet a el8 Descfl son List Rica 3Matla 54" Legacy Solo Bar 1 GSA Add Two Super-LEDO Alley Lights 1 GBTL Add Two Long Super -LED® Takedown Lights 14 GSDLA Add DUO+Sades Linear -LED® Flasher, 1 Long Amber/Amber 1 MKEZ71 Moungrin bracket for 2007. 2014 CHEV...URBAN far bar le s:"52""54""55"" Total: Discount 'q5,z 1; 150.80 Page:2 Exhibit C ADDENDUMS City of Lubbock TEXAS ADDENDUM I Emergency Vehicle Lighting 15-12089-MA DATE ISSUED: November 10, , 2014 DEADLINE FOR SUBMISSION OF PROPOSALS November 25, 2014 at 2:00 P.M., CST The following items take precedence over specifications for the above named Request for Proposals. Where any item called for in the RFP documents is supplemented here, the original requirements, not affected by this addendum, shall remain in effect. Please be advised of the following revision to the General Requirement, Section 3. Contract Term 3. Contract Term The purpose of this RFP is to establish a contract for a period of three years with the option of two one year renewals under the same terms and conditions of the original contract. Contract extension will occur upon mutual agreement of the City of Lubbock and the Contractor. The City reserves the right to set up multiple vendors to fill the needs of lighting. The rates may be adjusted upward or downward at this time at a percentage not to exceed the effective change in the Consumer Price Index (CPI) for the contract for the previous 12- months. The City does not guarantee any specific amount of compensation, volume, minimum or maximum amount of services under this contract. All requests for additional information or clarification must be submitted in writing and directed to: City of Lubbock Marta Alvarez, Director of Purchasing & Contract Management P.O. Box 2000 Lubbock, Texas79457 Questions may be faxed to (806)775-2164 or Emailed to malvarezna mylubbock.us THANK YOU, %w4 ,?� Director of Purchasing & Contract Management It is the intent and purpose of the City of Lubbock that this request permits competitive bids. It shall be the Offeror's responsibility to advise the City of Lubbock Director of Purchasing & Contract Management if any language, requirements, etc., or any combinations thereof, inadvertently restricts or limits the requirements stated in this RFP to a single source. Such notification must be submitted in writing and must be received by the Director of Purchasing & Contract Management no later than five (5) business days prior to the bid close date. A review of such notifications will be made. \, City of Lubbock TEXAS ADDENDUM 2 Emergency Vehicle Lighting 15-12089-MA DATE ISSUED: November 10, , 2014 DEADLINE FOR SUBMISSION OF PROPOSALS November 25, 2014 at 2:00 P.M., CST The following items take precedence over specifications for the above named Request for Proposals. Where any item called for in the RFP documents is supplemented here, the original requirements, not affected by this addendum, shall remain in effect. Please be advised of the following revisions to the specification and price sheets. 1. The attached must be submitted with proposal. All requests for additional information or clarification must be submitted in writing and directed to: City of Lubbock Marta Alvarez, Director of Purchasing & Contract Management P.O. Box 2000 Lubbock, Texas 79457 Questions may be faxed to (806)775-2164 or Emailed to malvarez@,mvlubbock.us THANK `�YOU, m Director of Purchasing & Contract Management It is the intent and purpose of the City or Lubbock that this request permits competitive bids. thereof inadvertently restricts or limits the mouirements stated in this RFP tom single urce. Such notification must be submitted in writing and must be received by the Director of Purchasing & Contract hlanogement no later than five (5) business days prior to the bid close date. A review of such notifications will be made Addendum 2 Revised Specification and Price Sheet PD Confiourelion WLED .r1a`Ep R D R LD R L D R LED B L D B LED B LED BED @@ �oFp LD LED ELLFJ A LED R FOO ED FA LED R LED RED R LEO R LLD B LED I B LED 1 B LED B ED 0�E Le Se5 Clear �0�0 0 000� N ❑ ❑ I 0 � V t FOCI 0 000 Clear Line llems GBAWD Add One Super-LEDO WarninglAlley Lights GBDLD Add DUO- Series Linear-EDO Flasher, 1 Long White/Red GBDLE Add DUO+Series Llnear.LEDO Flasher, 1 Long White/Blue GBAWE Add One Super-LED®Waming/Mley Lights GSDLK Add DUO+Series Linear-LEDO Flasher, 1 Long Amber/Red GBDLM Add DUO+ Sedes Linear-LEDO Flasher, 1 Long Amber/Blue Discount %- Addendum 2 Revised Specification and Price Sheet Fleet Con�rouration E 6V O 6�FD A LED A LED A LED A LED A LED A LED ALED ALED AED AED A LED A LED A LED A LED A LED A LED LED AED AED AED 9 6D 6��D HITIR HITIR TD TD AILED AILED Lenses Clear 00 U /\/^\\jam jv�\ ❑ m lntemal hamess Connectors and Colors Clear p• � p a >> vvin W, B wnww, a "VO,p a Bm, B Rb. a ape WIpIBm.B WnuRee.9 wnuapa em, 9 nea, a Oq a Nmvew, D wkww, D vmpc r D Bw, D Vb. D Cry v WhDB1u,D IiTV D WIW('yy.D Bw, D Vw, D Cry D yV/ wE tl€E .15�'�wE gW Who F Dry-F- BIk. F I BIk, F Whwel.0 VeI, C W;u;;.0 Om, C Page 1 DEREK Derek Fleet Line Items CITY I Model # Description I List Pdce 1 G52BBB5 54" Legacy Solo Bar 1 GBA Add Two Super-LEDO Alley Lights 1 GBTL Add Two Lang Super-LEDO Takedom Lights 14 GSDLA Add DUO- Series Unear-LED0 Flasher, 1 Long Amber/Amber i MKEZ71 Mounting bracket for: 2007 - 2014 CHEV._URBAN for bar I ths : "52— 54" 55— To Discount Page 2 DEREK derek Lubb o of TEXAS PURCHASE ORDER TO: GT DISTRIBUTORS 2545 BROCKTON DR STE 100 AUSTIN TX 78758 I.91611003 Page - 1 Date - 9/26/2019 Order Number 31048090 000 OP 526 CITY OF LUBBOCK FLEET SERVICES 206 MUNICIPAL DRIVE LUBBOCK TX 79404 INVOICE TO: CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 B Marta �Ivt ez, Director of Purchasing & Contract Management Ordered 9/26/2019 Freight Requested 10/10/2019 Taken By F MONCADA Delivery J LOERWALD REQ 54592 CONTRACT # 12089 Description/Supplier Item Ordered Unit Cost UM Extension Request Date WHELEN LEGACY 54" 24.000 2,624.1800 EA 62,980.32 10/10/2019 CC 5735, 5731,5711,5713 WHELEN ION REAR PILLER 24.000 892.7000 EA 21,424.80 10/10/2019 CC 5735, 5731,5711,5713 WHELEN COMBO DRIVING WARNING 48.000 128.2400 EA 6,155.52 10/10/2019 CC 5735, 5731,5711,5713 WHELEN 2013-19 FPI SEDAN/ UTIL 24.000 73.9800 EA 1,775.52 10/10/2019 CC 5735, 5731,5711,5713 WHELEN 3' ROUND LED COMPARTMEN 48.000 44.9500 EA 2,157.60 10/10/2019 CC 5735, 5731.5711,5713 Total Order Terms NET 30 94,493.76 This pur hase order encumbers funds in the amount of $94,493.76 awarded to GT Distributors of Austin, TX on q / 24 , 2019. The following is incorporated into and made part of this purchase order by reference: RFP 15- 12089-FM dated February 26, 2015 from GT Distributors of Austin, TX. Resolution # 2015-R0067. CITY OF LUBBOCK—\ ATTEST: Daniel M. Pope, Mayor Rebe tGarza, City Secretary Seller and Buyer agree as follows: PURCHASE ORDER TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK, TX 1. 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 agreement number if applicable, (c) Container number and total number of containers, e.g. box I of 4 boxes, and (d) the number of the container bearing 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 specifications. Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not authorized to ship the goods under reservation and no tender of a bill of lading will operate as a tender of goods. 3. TITLE AND RISK OF LOSS. The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods at the point or points of delivery. 4. NO REPLACEMENT OF DEFECTIVE TENDER. Every tender of delivery of goods most fully comply with all provisions of this contract as to time ofdelivery, 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 substitute 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. 5. INVOICES & PAYMENTS. a. S e 11 e r shall submit separate invoices, in duplicate, one each purchase order or purchase release after each delivery. Invoices shall indicate the purchase order or purchase release number and the supply agreement number if applicable. Invoices shall be itemized and transportation charges, if any, shall 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 79457. Payment shall not be due until the above instruments are submitted after delivery. 6. GRATUITIES. The Buyer may, by written notice to the Seller, cancel this contract without liability to Seller if it is determined by Buyer that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the 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 a contract. In the event this contract is canceled by Buyer pursuant to this provision, Buyer shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by Seller in providing such gratuities. 7. SPECIAL TOOLS & TEST EQUIPMENT. If the price stated on 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 property of the Buyer and to the extent feasible shall be identified by the Seller as such. S. WARRANTY -PRICE. a The price to be paid by the Buyer shall be that contained in Seller's bid which Seller warrants to be no higher than Seller's current process on orders by others for products of the kind and specification covered by this agreement for similar quantities under similar of like conditions and methods of purchase. In the event Seller breaches this warranty, the prices of the items shall be reduced to the Seller's current prices on orders by others, or in the alternative. Buyer may cancel this contract without 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 agreement or understanding for commission, percentage, brokerage, or contingent fee excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Seller for the purpose of securing business. For breach of vitiation 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 from the contract price, or otherwise recover without liability and to deduct from the contract price, or otherwise recover the full amount of such commission, percentage, brokerage or contingent fee. 9. WARRANTY -PRODUCT. Seller shall not limit or exclude any implied warranties and any attempt to do so shall render this contract voidable at the option of the Buyer. Seller warrants that the goods famished will conform to the specification, drawings, and descriptions listed in the bid invitation, and to the sample(s) furnished by the Seller, if any. In the event of a conflict or between the specifications, drawings, and descriptions, the specifications shall govern. Notwithstanding any provisions contained in the contractual agreement, the Seller represents and wan ants fault -free performance and fault -free result in the processing date and date related data (including, but not limited to calculating, comparing and sequencing) of all hardware, software and firmware products delivered and services 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 and services provided by the Seller, its sub- Seller or any third party involved in the creation or development of the products and services to be delivered to the City of Lubbock under this Contract. Failure to comply with any of the obligations contained herein, may result in the City of Lubbock availing itself of any of its rights under the law and under this Contract including, but not limited to, its right pertaining to termination or default. The warranties contained herein are separate and discrete from any other warranties specified in this Contract, and are not subject to any disclaimer of warranty, implied or expressed, or limitation of the Seller's liability which may be specified in this Contract, its appendices, its schedules, its annexes or any document incorporated in this Contract by reference. 10. SAFETY 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 the product for correction or replacement at 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. 11. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As par of this contract for sale Seller agrees to ascertain whether goods manufactured in accordance with the specifications attached to this agreement will give rise to the rightful claim of any third person 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 shall Buyer be liable to Seller for indemnification in the event that Seller is sued on the grounds of infringement of the like. If Seller 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 agreement. If Buyer does not receive notice and is subsequently held liable for the infringement or the like, Seller will save Buyer harmless. If Seller in good faith ascertains the production of the goods in accordance with the specifications will result in infringement or the like, the contract shall be null and void. 12. NON APPROPRIATION. All funds for payment by the City under this contract are subject to the availability of an annual appropriation for this purpose by the City. In the event of nonappropriation of funds by the City Council of the City of Lubbock for the goods or services provided under the contract, the City will terminate the contract, without termination charge or other liability, on the last day of the then -current fiscal year or when the appropriation made for the then -current year for the goods or services covered by this contract is spent, whichever event occurs first. If at any time funds are not appropriated for the continuance of this contract, cancellation shall be 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 the date of termination. 13. RIGHT OF INSPECTION. Buyer shall have the right to inspect the goods at delivery before accepting them 14. CANCELLATION. Buyer shall have the right to cancel for default all or any par 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 acts 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. 15. TERMINATION. The performance of work under this order may be terminated in whole, or in part 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 such termination becomes effective. Such right or termination is in addition to and not in lieu of the rights of Buyer set forth in Clause 14, herein. 16. FORCE MAJEURE. Neither party shall be held responsible for losses, resulting ifthe fulfillment of any terms of provisions of this contract is delayed or prevented by any cause not within the control of the party whose performance is interfered with, and which by the exercise of reasonable diligence said party is unable to prevent. 17. ASSIGNMENT -DELEGATION. No right or interest in this contract shall be assigned or delegation of any obligation made by Seller without the written permission of the Buyer. Any attempted assignment or delegation by Seller shall be wholly void and totally ineffective for all purpose unless made in conformitywith this paragraph. 18. 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. 19. INTERPRETATION -PAROLE EVIDENCE. This writing, plus any specifications for bids and performance provided by Buyer in its advertisement for bids, and any other documents provided by Seller as par of his bid, is intended by the parties as a final expression of their agreement and intended also as a complete and exclusive statement of the terms of thew agreement. Whenever a term defined by the Uniform Commercial Code is used in this agreement, the definition contained in the Code is to control. 20. APPLICABLE LAW. This agreement shall be governed by the Uniform Commercial Code. Whereever the term "Uniform Commercial Code" is used, it shall be construed as meaning the Uniform Commercial Code as adopted in the State of Texas as effective and in force on the date of this agreement. 21. RIGHT TO ASSURANCE. Whenever one party to this contract in good faith has reason to question the other party's intent to perform he may demand that the other party give written assurance of his intent to perform. In the event that a demand is made and no assurance is given within five (5) days, the demanding party may treat this failure as an anticipatory repudiation of the contract. 22. INDEMNIFICATION. Seller shall indemnify, keep and save harmless the Buyer, its agents, officials and employees, against all injuries, deaths, loss, damages, claims, patent claims, suits, liabilities, judgments, costs and expenses, which may in anywise accrue against the Buyer in consequence&the granting of this Contract or which may anywise result therefrom, whether or not it shall be alleged or determined that the act was caused through negligence or omission of the 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 of attorneys and all costs and other expenses arising therefrom of incurred in connection therewith, and, if any judgment shall be rendered against the Buyer in any such action, the Seller shall, at its own 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 indemnify, 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, and failure by contract to meet the time specifications of this agreement will cause 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 pursuant 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 natural origin in consideration for an award. 25. NON -ARBITRATION. The City reserves the right to exercise any 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 be subject to any arbitration process prior to exercising its unrestricted tight to seek judicial remedy. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. To the extent of any conflict between this provision and anotherprovision in, or related to, this document, this provision shall control. 26. RIGHT TO AUDIT. Al any time during the term of the contract, or thereafter, the City, or a duly authorized audit representative of the City or the State of Texas, 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 this 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 tight to deduct such amounts owing the City from any payments due Contractor. 27. HOUSE BILL 2015. House Bill 2015, signed by the Governor on June 14, 2013 and effective on January 1, 2014, authorizes a penalty to be imposed on a person who contracts for certain services with a governmental entity and who fails to properly classify their workers. This applies to subcontractors as well. Contractors and subcontractors who fail to properly classify individuals performing work under a governmental contract will be penalized $200 for each individual that has been misclassifred. (Texas Government Code Section 2155.001). 28. ASSIGNING OR SUBLETTING THE CONTRACT. The Contractor shall not assign or sublet the contract, or any portion of the contract, without written consent from the Director of Purchasing and Contract Management. Should consent be given, the Contractor shall insure the Subcontractor or shall provide proof on insurance from the Subcontractor that complies with all contract Insurance requirements. 29. HOUSE BILL 1295 DISCLOSURE OF INTERESTED PARTIES. House Bill 1295, adopted by the 84th Legislature, created §2252.908, Texas Government Code. Section 2252.908 requires a business entity entering into certain contracts with a governmental entity or state agency to file with the governmental entity or state agency a disclosure of interested parties at the time the business entity submits the signed contract to the governmental entity or state agency. Instructions for completing Form 1295 are available at: http:'/w%m.ci.lubbock.tx.us/del2artmental-mcl)sitco clap:irntents/purchasinNvendor-infotmation 30. CONTRACTOR ACKNOWLEDGES, by supplying any Goods or Services that the Contractor has read, fully understands, and will be in full compliance with all terms and conditions and the descriptive material contained herein and any additional associated documents and Amendments. The City disclaims any terms and conditions provided by the Contractor unless agreed upon in writing by the parties. In the event of conflict between these terms and conditions and any terms and conditions provided by the Contractor, the terms and conditions provided herein shall prevail. The terms and conditions provided herein are the final terns agreed upon by the parties, and any prior conflicting terms shall be of no force or effect. 31. By accepting this PO, contractor acknowledges that pursuant to Section 2270.002, Government Code, (a) This section applies only to a contract that: (1) is between a governmental entity and a company with 10 or more full-time employees; and (2) has a value of $100,000 or more that is to be paid wholly or partly from public funds of the governmental entity. (b) A governmental entity may not enter into a contract with a company for goods or services unless the contract contains a written verification from the company that it:(I) does not boycott Israel; and (2) will not boycott Israel during the temr of the contract.. Rev. 07/19