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HomeMy WebLinkAboutResolution - 2009-R0100 - Contract - Baker Office Products - Office Furniture - 03_23_2009Resolution No. 2009—RO100 March 23, 2009 Item No. 5.1 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock, a Contract for Office Furniture as per Bid 409-019-MA, by and between the City of Lubbock and Baker Office Products of Lubbock, 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 this 23rd day of March , 2009. ez"� TO MARTIN, MAYOR ATTEST: (�Q - 0 �014 le - Reber .a Garza, City Secretary APPROVED AS TO CONTENT: Andy burcham, Chief Financial Officer APPROVED AS TO FORM: C ad Weaver, Assistant City Attorney vw/ccdocs/ChadlResolutions/RES.Contract-Baker Office Products March 10, 2009 Resolution No. 2009-RO100 CITY OF LUBBOCK CONTRACT FOR OFFICE FURNITURE Contract # 8921 Bid No. 09-019-MA THIS CONTRACT, made and entered into this 23rd day of March 2009 pursuant to a resolution heretofore adopted by the City of Lubbock, Texas, by and between the City of Lubbock ("City"), and Baker Office Products, ("Contractor"). WITNESSETH: WHEREAS, the City of Lubbock duly advertised for bids for Office Furniture Annual Pricing and bids were received and duly opened as required by law; and WHEREAS, after careful consideration of the bid submitted by Contractor, the City of Lubbock has heretofore adopted a resolution authorizing the acceptance of such bid, and the execution, in the name of the City of Lubbock a contract with said Contractor covering the purchase and delivery of the said Office Furniture. 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 deliver to the City the office furniture specifically referred to as Exhibit "A" and more particularly described on the Bid Form submitted by the Contractor or in the specifications attached hereto. 2. 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. 3. The Contractor shall perform the work according to the procedure outlined in the specifications and Invitation to Bid attached hereto and incorporated herein. 4. Contractor shall at all times be an independent contractor and not an agent or representative of 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 City. In no event shall Contractor be authorized to enter into any agreement or undertaking for or on behalf of City. 5. 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 or better. The policies will be written on an occurrence basis, subject to the following minimum limits of liability: Worker's Compensation - The Contractor shall elect to obtain worker's compensation coverage pursuant to Section 406.002 of the Texas Labor Code. Further, Contractor shall maintain said coverage throughout the term of this Contract and shall comply with all provisions of Title 5 of the Texas Labor Code to ensure that the Contractor maintains said coverage. Any termination of worker's compensation insurance coverage by contractor or any cancellation or non -renewal of worker's compensation insurance coverage for the Contractor shall be a material breach of this Contract. The contractor may maintain Occupational Accident and Disability Insurance in lieu of Workers' Compensation. In either event, the policy must be endorsed to include a wavier of subrogation in favor of the CITY OF LUBBOCK. 09-019-MA.doc The Contractor shall also provide to the CITY OF LUBBOCK proof of Employers' Liability in an amount no less than $500,000. Commercial General (public) Liability insurance, per occurrence, in an amount not less than $300,000 including coverage for the following: Products /completed operations Personal & Advertising injury Contractual Liability Automotive Liability insurance, per occurrence, in an amount not Iess than $ 300,000 combined single limit including coverage for the following: Any Auto The City of Lubbock, its agents, elected and appointed officials, and employees are to be listed as a primary additional insured under the policies. 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. Contractor's insurance policies through policy endorsement must include wording, which states that the policy shall be primary and non-contributing with respect to any insurance carried by the City of Lubbock. The certificate of insurance described below must reflect that the above wording is included in evidenced policies. 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. 6. Neither the City nor the Contractor shall assign, transfer or encumber any rights, duties or interests accruing from this Contract without the written consent of the other. This Contract consists of the following documents set forth herein; Invitation to Bid #09-019-MA, General Conditions, Insurance Requirements, 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: CR Reb-Aoa Garza, City Secretary APPROVED AS TO FORM: ity Attomey CONTRACTO BY Authorized Representative 1301 13th Street Lubbock, TX 79401 Address APPROVED AS TO CONTENT: 141 V %OW I Victor KiIman, D t ctor of Purchasing and Contract Management 09-019-MA.doc City of Lubbock, TX Purchasing and Contract Management Baker O[Tice Products Lubbock, 'texas March 23. 2009 BID 09-019-MA Office Furniture Annual Pricing Resolution No. 2009-RO100 Exhibit A Item Description Manufacturer Percent Discount ] System Furniture Hon 53.8% Steelcase 43.8% 2 Casegoods Furniture ABCO 47.8% BALT 44.8% BerCo 47.8°% Bretford 37.8% Btodart 15.8% Dar/Ran 47.8% Datum Office Furniture 27.8% ERG International 40.8% Global 30.8% Hale 15.81% Hickory Chair 47.8% 11ighpoint 47.8°% Hon 53.8% Indiana Desk 47.8% Inwood 47.8% Jasper 25.8% Jotco 47.8% Krueger International 25.8% Lacasse 47.8°% Mayline 47.8°% Nucraft 47.8% OFS 47.8°% Sacco 25.8°.5 Steelcase 43.8% Studio Q 47.8% Tennsco 40.8% Tiffany 47.8% United Chair 47.8°% Virco 25.8°% 3 Seating All Seating 47.8% Global 25.9 % Hickory Chair 25.8"% Hickory Leather 47.8°% Highpoint 47.8% Ilon 53.8% IS Office Funiture 47.8% JSl 40.8°% Jasper 40.8% Jofco 47.8% Krueger International 25.8% Sit -On -It 47.8% Studio Q 45.8% Steelcase 43.8% United Chair 47.8% Zoom 47.8% Page 1 012 City of Lubbock. TX Purchasing and Contract Management Baker Office Products Lubbock, Texas March 23, 2009 BID 09-019-MA Office Furniture Annual Pricing Exhibit A Item Description Manufacturer Percent Discount 4 Files, Filing Systems, Storage Cabinets and Shelving 5 Folding Tables, Customer Chairs and other Misc. Furniture Brodart 15.9% Datum Filing System 27.8% Fireking 47.8% Mayline 47.8% Richards-Wilcox/Times Two 27.6% Schwab Insulated Files 47.8% Steelcase 43.8% Tennsco 40.8% IS Office Funiture 47.8% ABCO 50.8% Claridge 27.81% Correl 40.8% Ghent 27.8% IS Office Funiture 47.9% Krueger International 25.8% Quartet 27.8% Rubbermaid 27.8% Samsonite 27.9% Tennsco 40.8 % Virco 27.8% Vogel Peterson 27.8% Page' of 2 I le ty of Wbbo&mo PURCHASE ORDER TEXAS TO: BAKER OFFICE PRODUCTS PO BOX 1920 LUBBOCK Texas 79408 INVOICE TO: CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 Ordered 07/29/2011 Freight Requested 08/25/2011 Taken By Delivery PER BEACH_S REQ 37961 Resolution No. 2009—RO100 Page - 1 Date - 07/29/2011 Order Number 10003411 000 OP Branch/Plant 1611 SHIP TO: CITY OF LUBBOCK MUNICIPAL BUILDING -REAR DOCK 1619 13TH STREET _ ROOM L06 LUBBOCK Texas 79401 BY: CONTRACT # 8921 D GAMBOA Description/Supplier Item Ordered Unit Cost UM Extension Request Date TSAPF5442 5.000 476.0000 EA 2,380.00 08/25/2011 STEELCASE TSAPF5424 6.000 354.0000 EA 2,124.00 08/25/2011 STEELCASE54X24 TSAPF5424 2.000 474.0000 EA 948.00 08/25/2011 STEELCASE 54X24 TSAPTE54 3.000 46.0000 EA 138.00 08/25/2011 STEELCASE TRIM 54" TSAPTC54 3.000 67.0000 EA 201.00 08/25/2011 STEELCASE TRIM 54" TSAWLR2442 2.000 166.0000 EA 332.00 08/25/2011 STEELCASE WORKSURFACE TSAPF6648 2.000 661.0000 EA 1,322.00 08/25/2011 STEELCASE 66X48 TSAPF6624 5.000 362.0000 EA 1,810.00 08/25/2011 STEELCASE 66X24 TERMS AND CONDITIONS IMPORTANT. READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK, TEXAS Seller and Buyer agree as follows: I. SELLER TO PACKAGE GOODS. Seller will pmckage goods in accordance with good commercial practice. Each shipping container shall be clearly and permanently marked as follows (a) Seike's name and addrew (b) Catsigne e's name, address and purchase order or purchase relesse number and the supply agreement member if applicable, (c) Conuiner number and total number of containers, e.g. box l of 4 boxes, and (d) the number of the container hewing the packing slits. Seller shall bear cast of pxkagins unkm otherwise provided Goods shall be suitably, packed to smuue lowest trunsportgdon coats and to conform with rrquuesnents of common carriers anday applicable specifications. Buyer's count or weight shall be rued and conclusive an 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 s. bill of lading will operate as a tender of goods. 3. TITLE AND RISK OF LOSS. The title and risk of Ion of the goods shall not pans to Buyer until Buyer actually receives and takes possmioa of don goods at the point or points of delivery. 4. NO REPLACEMENT OF DEFECTIVE TENDER Every tenderof 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 filly conform this shall constitute a6resch and Sella shall not have the right to substitute a conforming tender, prmvided, where the time for agmance hm not yet expired. the Sella tify may reasonably noBuyer of his intention tipIur nay then make a conf coming tender within the contract time bul Tiot ailitrwardt l y�, 1 5. INVOICES ,ik PAYMENT& r a. Sella shall submit separate invoices, in duiplk*a. one each purchase order or purchase release after escb delivery. Invoices duds indicate the purchase order or purchase relemae number and the supply agreement number if appikable. Invoices shall be Itevtimel ad mmmsportatm charger, if any, shall be listed separately. A copy of One bill of lading, and the freight waybill when appikable, 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 aflerdelivery. 6. GRATUITIES. The Buyer may, by written mice to the Sella, cancel this cmuset without liability to Sella if it is determined by Buyer that gratuities, in the form of entateinment gifts or otherwise, were offered or given by The Sella, or any agent or rgxrocritative of the Sella, to army ounce or employee of tte City of Lubbock with a view to secarting a contract or securing favonb;e tneataieat with'. to the awadiag or amend n& or the making of any determinations with respect io the performing ofsuch a contract to the even ibis contract is canceled by Buyer pwsww to this provision. Buyer shall be entitled, in addition to any other rights and remedies. to recover or withhold the amount of the cast incirned by Seller In proridinf such gratuities. 7. SPECIAL TOOLS & TEST EQUIPMENT. Iftbe price stated on the Inca hereof includes the cost of any special tooling or special test ewipmw 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 Buycr and to the extent feasible shalt be Identified by the Sella as such 8. WARRANTY -PRICE. a. The price to be paid by the Buyer shall be that contained In Seiler's bid which Sella warrants to be no higher than Seller's current process on orders by other for prodoms of the kind and specification covered by this agreement for similar quantities under similar of like cveditians and metes of purcbau. In the event Seiler breeches this warranty, the prices of the items shall be reduced to the Seller's current prices an orders by others, or in the alumattve. Buyer may cancel this contract without liability to Seller for breach or Seller's octual expense b. The Seller warrants that no person or selling agency itas been employed or retained to solicit or secure thin concoct upon an agreement or understanding for commission, percentage, brokerage, or contingent fee excepting boas Ode employee of bm fide established commercial orselling agencies maintained by the Sella for the purpose of securing; business. For breach of vicietion of dais warranty the Buyer shall have the right in addition to any other right of rights to cancel this contract without liability and to deduct liom the contract price, or otherwise recover without liability and to deduct from tha contract pricy or otherwise recover the Hell amount of such commission, percentage, brokerage or contingent fee. 9. WARRANTY -PRODUCT. Seller skull not limit or exclude any implied warranties and any attempt to do so shall mods this contract voidable at the option of the Buyer. Seller warrants that the goods famished will wriform to the specification, drawings, and descriptions listed in the bid invitation, and to the sample(s) famished by the Seiler. if any. hi lase event of a conflict or between the specifications, drawmgL and ddatptionk the specitialiooa alai govern. Notwithstanding my provisions contained in the contractual agreement, ton Sells' represents and warrants fault -free performance and (huh -free result in the processing dam and data related data (inchdinl4 but riot limited to calculating, compering and sequencing) of all hardware, software ad f imware products delivered and services provided under this CommiM individually or in comibinatioo, as the case my be Cram the eflectin dam of this Caetrad Also, the Sella warrants the yew2000 calculation will be recognized and accommodated and will not, in any way, result in hardware, software or firmware fisifure. The City of Lubbock, at its sole option, may require the Sella, at any time, to demonstrate the procedures it intends to follow in order to comply with all the obligations contained herein. Thu obligations contained herein apply to products and services provided by tie Sella, its sub,%Ikr or my third party involved in the ereadam or development of the products and servtees to be delivered to the City Of Lubbock wader thisContract. Failure to consply 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 terminative or defaul. The warranties contained herein we separate and diraem floor any other warranties specified in this Contras, azd arc act subject to any disclaimer of warranty, implied or eapessed or limitation of the Seller's liability which may be specified in ibis Contraadd, its appendices, its schedules, its annexes or any dmumew incorporated in this Contract by reference. 10. SAFETY WARRANTY. Sella warrants that the produd sold to the Buyer shall conform to the standvds promulgated by the U. S. Department of Labor under the Occupational Safety and Health Ad of 1970. In the event the product does not conform to OSHA mandonk Buyer may return the product for correction or repW=mc t at the Sella's expense. In the event Seller fails to make the appropriate correction within a reasonable lime, correction made by Buyer will be at the Seller's expense. 11. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As pat of this contract far sale Sella agrees to ascertain whether goods moimufactueedin accordance with the speuitication attsclicd to this agree a mt will give rue to the rightful clams of any third person by way of in6itgemernt of des lice. Buyer makes no warranty teat the production of goods according to die speciftcatian will not give rise to such a claim, and in no evert shall Buyer be liable to Seller for indermification in the event that Seller is sued on the h7ouda of infringRrnant of the like. hf Sella is of the opinion lhet an infiingeuaat or the like will resulL he will notify the Buyer to this ef%ct in writing within two weeks after the signing of thia agreement If Buyer does ant receive notice and issubsequently held liable for the fnflingemerat or the Ile. Seller will save Buyer harmless. If Seller in good failb ascertains slim production of the goods in accord== with the specifications will reauk in Inhingenata or the like, the contract shall to null and void 12. RIGHT OF INSPECTION. Buyer shall have the right to inspect the goods at delivery before accepting die'm 13. CANCELLATION. Buyer shall have the tight to cancel for dmfaal all or any part of the undelivered portion of this order if SeBer breaches nay of the terms hereof including wsrrtmties of Sella or if the Sella becomes insolvent or commits acts of bankruptcy, Such right of cancellahm is in addition to and not in lieu of any otter remedies which Buyer may have in law or equity. 14. TERMINATION. The performs ere of work under this order may be terminated in whole, or in part by the Buyer in aocotde n e wife this provision. Termhsation of work hereunder shall be effected by the delivery of the Sella of s "Notice of Termiiatiou" spccitying dw extent to which performance of work under the order is taminaed and the dame upon which rich terminative becomes efkedvrt. Such right or Lamination is Ion addition to and not in lieu of the rights of Buyer set forth in Clause 13. herein, 15. FORCE MAIEURE. Neither party shall be held responsible fa braces, resulting if the fulfillment of any terms of provisions of this contraq is delayed or prevented by any cause not within the control of the party whose perfom ocs is Interfered with, and which by the exercise of reasonable diligence said party is unable to prevent. 16. ASSIGNMENT-DELEOATION. No right or interest In this contract shall be assigned or delegation of any obligation made, by Seller widrmm the wrines permission of the Buyer. Any attempted tnsigmmneat or delegation by Selkr shall be wholly void and totally imefrectivo for all prrpoae =lm made in conformity with this psagrapiL L 7. WAIVER. No claim a rightarising out of a brcaeb of this contact can bar discharged in w ho le or to part by a waiver or renunciation of the claim or right walla the waiver or resunnclauion is supported by consideration and is in writing; signed by the aggrieved party. 18. INTERPRETATION -PAROLE EVIDENCE. This writing, plus any specifications for bids and performance provided by Buyer in its advertisement far bids, and any other documents provided by Seiler as part of his bid, is intended by the parties as a fmal expression of then agreement and intended also as a complete and exclusive statement of the terms of their agreement. Whenever a term defined by dw Uniform Commercial Coda is used in this agreement, the definition contained in the Cade is to rnnrol. 19. APPLICABLE LAW. This apeement shall be governed by the Uniform Commercial Code. Whore am the tent"Uniform Commar-W Code" is usaL it shall be construed as meming the Uniform Co®mcisl Code as adopted in the State of Texas as effective and in farce on the data of this agreemaA. 20, R10HT TO ASSURANCE, Wheneverone party to this contract in good faith his team to question the other party's inrou to perform he may demand that the other party e" written assurance of his intent to perform, In the event that a demand is etude and no assurance is given within five (3) days. the demanding party may treat this Matte as an anticipatory repudiation of the Bonham 21. INDEMNIFICATION. Sella shall indemmifY. keep and save harmless the Buyer its agents. oft" and employees, against all iNutries, deaths, loss, damages claims, patens claims, suits, liabilities, jiAmeua costs and expenses, which may in mywiw accrue against the Buyer in consequence of tea granting of this Counted or which may anywise moll 6=6om6 whether or not it shall be alleged or detamined that the an was caused trough negligRnee or omission of the Sella or its empoyees, or of the nubSelter or assig rim or its employees, if my, and the Sella shelf, aT his own expense, appear, defend and pay all charges of attorneys and all costs and other expenses arising therel}rnn of mcumed in connection therewith, and, if my 3udgmemt sling be ordered agates the Buyer in any such action, she Sella shall, at its m m expaaes, sotisljf and discharge the Sams Sella expressly understands and agrees dust my bond required by this contras, or otherwise provided by Seller, shall in no way limit the responsibility to indesnffy, keep and save hwmkn and defend the Buyer as herein provided 22. TIME. It is hereby expressly agreed and understood that time is of the cosence for the performance of this contract, and failure by contract to meat the time specifications of th is agreement will cause Seller to be in default of this agreement. 23. MBE. fhe City of Lubbock bereby notifies all bidders that in regard to army contract entered into pursuant to this request, minority and women business enterprises will be of code d equal opportunities to submit bids in response to thin invitation and will not be dismitinrated against on the woods of rase, color, sex or natural origin in consideration for an award. Rev. 08/2005 o& PURCHASE ORDERf16bR TEXAS TO: BAKER OFFICE PRODUCTS PO BOX 1920 LUBBOCK Texas 79408 INVOICE TO: CITY OR LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 L U BBOCK, TX 79457 Ordered 07/29/2011 Freight Requested 08/25/2011 Taken By Delivery PER BEACH S REQ 37961 Page - 2 Date - 07/29/2011 Order Number 10003411 000 OP Branch/Plant 1611 SHIP TO: CITY OF LUBBOCK MUNICIPAL BUILDING -REAR DOCK 1625 13TH STREET ROOM L06 LUBBOCK Texas 79401 BY: CONTRACT # 8921 Description/Supplier Item Ordered TSAPF6624 3.000 STEELCASE 66X24 TSAWLR2466 6.000 STEELCASE WS STRAIGHT TSAWLR2448 6.000 STEELCASE WS STRAIGHT TSAPS 1224G 5.000 STEELCASE STACKER12X24 TSAPS1242G 3.000 STEELCASE STACKER 12X42 TSASUB48L 4.000 STEELCASE BIN KICK 48" TSASUB24L 4.000 STEELCASE BIN KICK 24" TS2PBBF22U 3,000 STEELCASE PEDESTAL D GAMBOA Unit Cost UM_ _ Extension Request Date 482,0000 EA 1,446.00 08/25/2011 257.0000 EA 1,542.00 08/25/2011 189,0000 EA 1,134.00 08/25/2011 421.0000 EA 2,105.00 08/25/2011 538.0000 EA 1,614.00 08/25/2011 476.0000 EA 1,904.00 08/25/2011 399.0000 EA 1,596,00 08/25/2011 414.0000 EA 1,242.00 08/25/2011 TERMS AND COND111ONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDMONS CITY OF LUBBOCK TEXAS Seller and Buyer agree as follows: I. SELLER TO PACKAGE GOODS. Sella w ill package goods in accord ace wild good commercial practice. Each shipping container shall be clearly and permanently masted at follows (a) Seller's name and address, (b) Comtkgnee's name, addreu and purchae order or purchase rekse number and the supply apeeaeat number if applhoable, (c) Container number and total number of containers, e.g. box I mf 4 boxes, and (d) the number of the container bearing the packing slip. Sella shell bear cod of packaging unless otherwise provided Goode dull be suitably packed to save lowest transportation costs and to conform with requirements of commmn carriers and any applicablic specifications. Buyer's taunt or weight shail be Mal and conclusive on shipments no accompanied by packing lien 1. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not authorto ship the goods under reservation and no tender of 4 bill of lading will opera" as a Tender of geode. 3. TITLE AND RISK OF LOSS. The title and risk of loss of the goods shall not pas to Buyer until Buyer actnsBy receives and takes possession of de goods M the point or points of delivery. 4. NO REPLACEMENT OF DEFECTIVE TENDER Every tender of delivery of gomda must fully comply with all provisions or this contract as to !lens of dclly �quuslity and the like, if■ tender is made which doge not folly conficim this shall emeatiwue and Sektrsr shallnothave the right to substitute a conforming tender, provided, wherefor gresaace has not yet gape d the Seller may reasonably notify, Buyer of bur inbenHp�a cal fatln� may than make a conforming tender within the comract time but h *tpll wsr�%'y c•'lp 5. INVOICES d PAYMENTS. a. Sella shall submit separate invokes. In "kale. one each purchase older r Purchax release after each delivery. Invoices shall indicate the purchase order or purchase release number and the supply a;rarmm number if applicable. Invokes shall be itemized and ftwuportatim chm>am if amy, sbtll be listed wperMely. A copy of the bill of lading, and the freight waybill when appllrsbk, should be attached to the invoice. Mall To: Accotnts Payable, City of Lubbock, P. O. Boa 2000, Lubbock, Texm 79457. Payment shall nor be due until the above instrummis 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 grsmiticit, in the form of entetainnelnt, gifts or otbarwisa were offiered or given by the Seller. or any agent or representative of the Seller, to any offk= or employee of the City of Lubbock with a view to securing a contract or securing favorable neahmem with respect to the awarding or amending, or the making of tiny deterniados w ith reaQed to the perfowrowg of such it contract in the event this contract is canceled by Buyer pursuant to this provision, Buyer shall be entitled, In addition to say other rights and remedies, to rawer or withhold the amount of the user interred by Seller In providing mirh Tlralu 7. SPECIAL TOOLS d TEST EQUIPMENT. If the price stated on the face hereof includes. the tors of any special Tooling or special teat equipment Gbricarsd or required by Seller for the purpose of filling this order, such special tooling equipment and any process sleets related thereto shell become the property of the Buyer and M the extcm feasible shalt be Identified by tle Sella as owJL 8. WARRANTY -PRICE. a. The price to be paid by the Buyer shall be dust contained In Seller's bid which Sether warrants to be no higher than Sella"s current pe o orders by alters for products of the kind and specification covered by This agreement far similar quantities under similar of like conditions and methods of purchase. In the event Seller breaches this warranty, the primes of the item shall be reduced to the Seller's cwmu prices an orders by others, or in the alternative. Buyer may cancel this contract without liability to Sella for branch or Seller's actual expense. b. The Sella warrants that no pnrsm or selling agKmty has been employed or remmed to solicit or secure this contact upon an agreement or understanding for commission, pm=tage, brokemgm or con tmgrnt fee excepting bona fide empbyen of bona fide established comm=W or salting agencies maintained by the Sella for the purpose of seeming business. For breach of vidatimn of this warranty the Buys shall have the right In addition to any other right orrightm to cancel this caodwct without liability and to deduct Bom the contract price, or otherwise recover withtrwt liability and to dedud from the contact pricy, orotherwlie recover the fail amount of such canmission . pscentsge, brokerages err cant egemt fee. 9. WARRANTY -PRODUCT. Sella shall not limit or exclude any implied warrsnkis and any attempt to do so abets render ibis contract vodsble me the option of the Buyer. Sella wrtmto the the goods flurntiuied will c oofam to the spa iEctlfmts, drawings, and descriptions listed in the bid invitstioo, and to the sample(s) furnished by The Seller, if any. is the event of a conflict or between the speiifeatios, drawings, and descriptions, the specifications dull govern. Notwithstanding any provision contaiaed in the connsawil egricemn4 the Sella re presrats and warrants fault -lift performance and felt -file resu]t in the processing date and deer related data k including, bra rat limited to calculating, commipin g and segnemcmg) of all hsrdwav, software and fvmwre products delivered and saviors provided under" Couract, individually or in combkoa i as the cam may be fiom The effective doe of iris Contract Also, the Setkr wanrants die yarI000 cakaletlama will be recognised and accommodated and will mot, in any wry, rank he hardwarm solkwae or fhmwwe failure. The City of Lubbock, set its sole option, may require the Sella. M my tires, to demonstrate the procedures it intends to follow in order to comply with all the ubliptioss contained haaia. The obligations contained herein apply to products and service provided by the Sella, its orb -Seller or array third party Involved in the creation or development of the products and services to be delivered to The City of Lubbock under this Contact Failure to comply wits Pay of the obligations contained herein, may result in the City of Lubbock availing itself of any of its rights wider 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 discrew from any other warranties specified in this Contract, and are net subject to any disclaimer of warranty, implied or expressed, or limitation of the Seller's liability which may be specified in chit Contract, its appendices, its schedules. its annexes or any document incorporated in this Contract by reference. 10. SAFETY WARRANTY. Sella warrants that the product sold to the Buyer shall confarm to the standards Promulgated by the U. s_ Department of Labor under the Occupational Safety and Health Act of 1970. its the eves the product does not conform to OSHA stardieds. Buyer may return the product for correction or replacement at the Sella's expense. is the event Sella fails to make the appeoprim correction within a reasonable lima easrrtakon made by Buyer will be a1 the Seller's expense. I J. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As part of this contract for sale Seller apm to ascertain whether goods manufactured in accordance with The specifications enacted to this agreement will give rise to the tig6t4t) claim army third person by way of inflingcmmt of the like. Buyer makes no wanrmty that the production of goods according to the specification will and give rise to such a claim, and in no event shall Buyer be liable to Seller for iademniflcatiom in the event TI M Sella is sued on the pounds of infrialit . of the like. If Sella is of the opinion that an infringement or the ike will mutt. he will edify the Buyer to this effect in writing within two weeks after the signing of this agreement. If Guyer doesnet receive notion and Is subsequently held Gable for the bnf bgemrnt or the Ilke, Seller will acre Buyer harmless. If Sena fa good fisilh 4acatains the production of die goods in a000rdenaa with the specifications will residt in Inbbvmemt or the like, the contract shall be null and vokL 12. RIGHT OF INSPECTION. Buyer shall have the right to inspect the goods M delivery before accepting them. 13. CANCELLATION. Buyer shill have the right to cancel fa default all or any part oftbe undelivered part of this order if Seller brand= any of the [errs hereof including wrnrsnties of Seller orif the Sella becamet insoN-cm orcom miM act of ba mkn4 tcy. Sueb right of cancellation is in addition to and mkt in lieu of any other rotadleo which Buyerairy here to law or equity. 14. TERMINATION. The performance Df work under this order may be terminated in whole, or in partby The Buyer in socorharwe with thin provision. Termiatiea of welt havimda shall be effected by The delivery of the Seller of a"Notice of Termhust om" specifying the extent to which performance of work under the order is terminated and the data 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 Clare 13. herein. 15. FORCE MAWURE. Neither party stall be held test o ble forkxises, vaulting if the Fulfillment of say terms of provisions of this contras is delayed or prevented by any cause not within the comI of the party whose performance is interfered with. and which by the exercise of reasonable dlllgenoe said patty is unable to prevcnL 16. ASSIGNMENT-DELEOATK)N. No right or interamt In this contract shall be assigned or dclertpton or any obligation mails by Seiler without The wrist m pamissicn of tba Buyer. Any attempted assignment or delegation by Sella shall he wholly void send Totally ineffective for all purpose unk= made in conformity with this paragraph. 17. WAIVER, No claim or right arising out of* breach of this contract can be discharged in whole or In part by a waiver or renunciation of tine claim or right ualw the waiver or renunciation is supported by consldaatien and is in writing signed by the aggrieved party. I8. INTERPRETATION -PAROLE EVIDENCE. This wriling, plum any speclficaliass for bid@ and performance provided by Buyer in its advertkmnea t for bids, and any other documents provided by Seller as part of his bid, is mended by the parties s a foal expression of their agreement and intended also as a complete ad exclusive statement of the tenor of then agreement Whenever a term defined by the Uniform Commercial Code is used in this agreement. the definition contained in the Code Is to control, 19. APPLICABLE LAW. This agreement shall be gmvewnd by the Uniform Commercial Code. Where ever die tam "Uniform Cormnercid Code" is used, it shall be construed as, trestaing the Uniform Commercial Code as adopted 1n the Stara of Texas as effective and in Ibrce on tha date of this ageemest. 20. RIGHT TO ASSURANCE. Whenever one party to this contract in good Wth has reason to question the other pa ty's intent to perform he may demand Thu The other pony give wr;reeo assurance of his intro to perfcr>m in the event that a demand is made and no assurance Is given wain five (5) days, the demanding party may treat this failure as an anticipatory reprdiadion of the coated 21. INDEMNIFICATION. Seller shall indemnify. keep and we harmless. The Buyer, its agents. officials and employee, against all injurles, death lea damages, claims, patent claims, suits, liabilities, judgments, cosy and expenses, which may in anywim accrue against den Buyer in consequence of the Visiting of this Contact or which may anywlme rcawk theeeflom. whetter or net it shall be alleged or determined that the act was caused through w0ge sm or omission of the Seller or its em ployem or of the subSelier or askgee or its employees, if any, and the Sella shall. at hp own expense, appear, deferrd and pay ad chmrgea of attorneys and all costa and other expanses arising theefraa of imcutrod as co mecods. dwrmwidL sad, kf any judgment shall be, rendered spin* the Buyer as any such acti0m, The Seiere AA a its own axpwm* satisfy and discharge ba same Seller expressly understands and agrees that my bond required by this contract, or otherwise provided by Sella, shall in sus way limit the responsibility to mdcum dy, keep and save hanks and defend she Buyer as harm provided. 22. TIME. It is hereby expressly agreed and understood that time is of the esserim for the performance of this contract, sad failure by contract to mod the time specifications of this agreement will carat Seller to be in default of this agreement. 23. MBE. The City of Lubbock hereby notifies all bidders Thu u regmd to any contract entered into pursuant to this request, minority and women business enterprises will be aRcrded equal opportunities to submit (rids in response to this invitation and will not be discximiriated against on the ponds of race, color, sex or natural origin in consideration for in award Rev. 08/2005 16bc'&k PURCHASE ORDER f' 1 TEXAS TO: BAKER OFFICE PRODUCTS PO BOX 1920 LUBBOCK Texas 79408 INVOICE TO., CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 Ordered 07/29/2011 Freight Requested 08/25/2011 Taken By Delivery PER BEACH S REQ 37961 Page - 3 Date - 07/29/2011 Order Number 10003411 000 OP Branch/Plant 1611 SHIP TO: CITY OF LUBBOCK MUNICIPAL BUILDING -REAR DOCK _ 1625 13TH STREET ROOM L06 LUBBOCK Texas 79401 BY: CONTRACT # 8921 Description/Supplier Item Ordered TS2PFF22U 3.000 STEELCASE PEDESTAL FILE/FILE TSATCANT 7.000 STEELCASE CANTILEVER TSATH2711 3.000 STEELCASE LEG 11X27 TSATSIDE 12.000 STEELCASE WORKSURFACE SIDE TSATPLI4 6.000 STEELCASE SUPPORT INLINE 14 TSAPF5448 2.000 STEELCASE PANEL 54X48 TSAPF5448 ' 1.000 STEELCASE PANEL 54X48 TSAPS1248G 3.000 ' STEELCASE STACKER 12X48 D GAMBOA Unit Cost UM Extension Request Date 393,0000 EA 1,179.00 08/25/2011 84.0000 EA 588.00 08/25/2011 155.0000 EA 465.00 08/25/2011 33.0000 EA 396.00 08125/2011 61.0000 EA 366.00 08/25/2011 509.0000 EA 1,018.00 08/25/2011 629,0000 EA 629.00 08/25/2011 569.0000 EA 1,707.00 08/25/2011 TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK, TEXAS Seller and Buyer agree as follows: 1. SELLER TO PACKAGE GOODS. Seller wit[ package goods in accordace with good commercial practice. Each shipping container shall be clearly and permanently marked as follows (a) Sells name and address, (b) Coulgnee's name, address and purchase order or purchase release number and the supply averment 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 boring 1he packing slip. Seller shall bear curt of packaging woken otherwise provided. Goods shall be suitably packed to secure lowest transportation costa end to conform with requuicmmm ks of common carriers and any applicable specifications. Buyer's cant or weight shall be final and conclusive on shipments not accompanied by packing Iiss. 2. SHIPMENT UNDER RESERVATION PROHIBITED. Sella 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 ksso of the goods shall not pass to Buyer until Buyer actually receives and takes possession of eke goods at the point or points of delivery. 4. NO REPLACEMENT OF DEFECTIVE TENDER Every under of delivery of goods must fully comply with all provisions of this contract as to time of delivery, quality and The like. Ifs tender is meals which does not rally conform~ this skull constitute a breach and Seller shall not have the right to substifto a canfotming tender, provided, where thi time for pgrT mane has not yet expired, the Seller may reasonably notify Buyer df yia hitpgtaosr 1 aT and may then matte a conforming lender within The contract time tArttat�Rr lard' ' `t1 1 3, INVOICES 3 PAYMENTS. s. Seller shall submit wp rwis invoices, in duplicate, one each purchase order or purchase release after each delivery. invoices shall indicrte the purchase order or purchase role= number and the supply agreement number If aipplicabim Invoices shall use itevdaed ash 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 Ike invoice. Mail To: Accounts Payable. City of Lubbock. P. O. Box 2000. Lubbock, Texas 79437. 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 thin contract without liability to Seiler If it is determined by Buyer that gi sawities, in the form of entataimnent, gifts or olherw ise. were otfaed or givea by the Sella, army agent err represernutiw of ibe Seller, to any offIc+s or employee of rue City of Lubbock with a view to securing a contract or securing fivorable, treatment with respect to The awarding or amending, or the making of any determinations, with. to the performing of such a contract in the event this contract is canceled by Buyer purnsaot to this previsia. buyer shall be entitled, in addition to any other rights and remedies, to recover or withhold tie amount of the coat Incurred by Seller in proriddng such gratuities. 7. SPECIAL TOOLS ilk TEST EQUIPMENT. If the price stated on the fees hereof includes the cant of arty special tooling or special test equipment fabricated or required by Seller for the purpose of filling this order, such special tooling equipment and my process sheets related thereto &hall become the property of the Buyer and to the extent feasible shall be [dentifled by the Sella as such I. 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 Sella's turret process m orders by others for products of the kind and specification covered by this ag memeas for similar quantitin smiler similar of like conditions and masbods of purclsam [athe event Seller breaches this warranty, the pricer of the items shall be reduced to the Seller's carers prim an orders by Mhen, or in rho alternative, Buyer may cancel this contract without liability to Sella for breach or Sella's actual expense. b. The Seller warrants that no person or selling a@atcy has beat employed or reuinsd to solicitor secure this contact upon an sgroemnrnt or understanding for commission, pereauegpe, brokerage, or cwdaV t fee excepting boas rib employees of bore fide established commercial of selling agencies maintained by the Sella for the purpsa of securing business. For breach of vitiation of this w—unity the Buyer shall have the HOW In addition to any other right of rights w twice] this contract without liability and to deduct from the contract price, or olhaswise recover without liability and to deduct from the contract price, of otherwise recover the full amoeme of such commission, percentsge, brokerage or contingent fro. 9. WARRANTY -PRODUCT. Seller shaft not limit or exchde any implied warranties and any altempt to do so shall mnda this contract voidabk at the option of the Buyer. Seller warrants that the goods famished will caofotm to the specifieatioa, drawings, and descriptions lined in the bid invitation, and to the sm=grde(s) furnished by the Sella, if may, In the ewer of s conflict or between the specifications, drawings, and dnaiptioms the spa ifkcatfons shag govern. Notwithstanding my provisions contained it the contractual agreement, the Sella represionts and warrants fautf-free pefformance and fauk-Gee result in the processing date and date related data (incleding, but not limited to calculating, comparing and sequencing) of all hardware, soflwo a and tinware products dellwer and services provided under"Contact, individually or in combination, u the case nay be from the effective date of this Contract Also, the Seller warrants the yesr2000 calculations will be mcograind and accommodated end will not in any way, result is hardware, software or firrawae faihae. The City cf Lubbock, at its sole option, may require the Sella, at my time, to demonstrate the procedures it intends to follow in order to comply with all The obligations contained herein. The obligations contained harm apply to products and service provided by the Seiler, its sub-Sdkaaf say third party involved in the creation or development of the products and savim to be delivered to the City of Lubbock under this Contract Failure to coca* 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 warn ms contained herein we stye 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 he specified in this Contract, its appendices, its scheduled, its a,mtuexes or any document incorporated in this Contract by reference. 10. SAFETY WARRANTY. Seller wanama that the product sold to the Buyer shall conform to the standards promulgated by the U. S. Department of Labor under the Occnr+mnal Safety and Heahb Act of 1970. In tba event the product don not conform to OSHA standards. Buyer imay return the product fa correction or replacement at the Seller's ctpetim in the event Seller fails to make the appropriate correction within a reasonable time, correctiat made by Buyer will be at the Seller's expense. It. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As pet of this contract for sale Seller agrees to aeartain whether goods martufkctrued in socordance with the specifications attached No this agreement will give rise to the rightful claim crony third person by way of inflingnememt of the like. Buyer nukes no warranty that the production of goads according to rho specification will not give rise to such a claim, and in no o set shall Buyer be liable to Seller for indemnification in the eveal that Seller is sued on rue grounds of infringement of the like If Seller isof tho opinion that an itfrbigemcst or the iuce will rc=IL he will rectify the Buyer to this effect in writing within two weeks after the siiptmg of this agreement. If Buyer does not receive notice and is subsequently held liable fox the m11112 rmt or the Irks, Sailor will saw Buyer harmlus. If Seller in good faith ucataira the production of the goods in ancordanica with the stecifk atkom will result In in&ingenient or the I" the contract shalt be null and void. 12. RIGHT OF INSPECTION. Buyer shad have the right to inspect tie goods at delivery before accepting thens. 11. CANCELLATION. Buyer shall have the right to cancel for defmk all or any part of the undelivered portion of this order if Seller breaches my of Use lerma hereof but haling warranties of Seller or if floe Seik bmmm irLwlveot or commits acu of bamrupcy, 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 performance of work under this order maybe teretinaled in whole, or in part by the Buyer in accordance with this provision. Termination of wait haeta do r shall be effected by the delivery of the Seller of s "Notice ofTermiatkon" Vwilykng the extent to which performance of work under the order is terminated and the date upon which such temiutton becomes effective. Such right or termination is to addition to and not in lieu of the rights of Buyer set faith in Clause 13. herein. 15. FORCE MAJEURE. Neither parry shall be held responsible for losses, resulting if the filfitlment of any rerun of provisias of this contract is delayed or Prevented by any cause not withio the control of tun party whose perfornsnon is mterfaed with, and which by the exercise of reasonable diligpeace said party is unable toprev 16. ASSIGNMENT -DELEGATION. No right or interest In this contract shall be assigned or delegation army obligation made by Seller without the written permission of tin Buyer. Any attempted assiptmens or delegation by Seiler slug be wholly void and totally ineFTcctive for all purpose union made in coukrtmity with this paragraph. l7. WAIVER. No claim sac right arising out of a l I of this ccub t can be discharged in whole or to part by a waiver or reoumeiatlam of the claim or right union the waiva or rmrmciatiaa is supported by comalderstion and is in writing signed by the aggrieved party. 18. INTERPRETATION -PAROLE EVIDENCE. This writing, plus any spoxificstiws for bids and performance provided by Buyer in its advertisement for bids, and any other documents provided by Sella a part of his bed is intended by the parties as a final expression of their agreement and intended elan u a complete and excluave statement of the tenor of their agreement. Whenever a tam ddfhud by die Uniform Commercial Cade is used in this apeemenl, the definition contained in the Code is to corbo! 19. APPLICABLE LAW. This agreement shall be governed by the Uniform Commamial Code. Where ever the tam "Uniform Com racial Coda" is used, it shall be contain id as meaning she Uniform Commercial Code as adopted in the State of Texas as efrective and in face on the dale of this agreement. 20. RIGHT TO ASSURANCE. Whenever one party to thisennead is win faith hu rema 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 so assurance Is even within five (3) days, the demanding patty may brat this failure as an antieipokwy repudiation of the contra... 21. INDEMNIFICATION. Seller shall indemmiiy, keep and save harmless the Buyer. its agent; offk Ws and ernployen, against all iinjutics, deadis, loss, damages, claims, patent claims, suits. liabilities, judgments, costs and expenses, which may in anywise accrue against the Buyer in consequence of the grunting of this Contact or which may anywise result therafiam4 whether or nil it shalt be alleged or detarmtaed that the so waa caused through neglkgmce or omission of the Seller or its employees, or of the subSeller or assignee or its employee; if any, aid the Seller shat4 at his own expense, appear, dokud and pay all charges of attorneys and all costs and other expemsq arising tuaef)mm of incurred in connection dice with, and. if my judgmakt &balk be rendered &game the Buyer in my such scion, the Sella su1L at iu own expenses, satisfy, and dtachorga the same Sella expressly understands and apeon that say bond required by this contact, or otherwise provided by Sella, shag in no way limit the responsibility to mdebmify, keep and saw hermiew and defend the Buyer as therein provided 22, TiME, it is haeby expressly agreed and understood that time is of the essence for the performance of this contract, and failure by contract to into the flow specifications of this agreement will cause Seller to be in default or this agreement 23. MBE, The City of Lubbock hereby notfics all bidders that in m rd to any contract entered into pursuant to this request, minority and woman business entetprisn will be afforded equal opportunities to submit bids in response to this invitation and will no(ber discriminated against on the grounds of nice, cola, sex or natural origin in consideration for an award Rev. 08/2005 1ubWoc PURCHASE ORDER TEXAS TO: BAKER OFFICE PRODUCTS PO BOX 1920 LUBBOCK Texas 79408 INVOICE TO: CITY OF LUBBOCK ACCOUNTS PAYABLE P.O. SOX 2000 LUBBOCK, TX 79457 Ordered 07/29/2011 Freight Requested 08/25/2011 Taken By Delivery PER BEACH S REQ 37961 Page - 4 Date - 07/29/2011 Order Number 10003411 000 OP Branch/Plant 1611 SHIP TO: CITY OF LUBBOCK MUNICIPAL BUILDING -REAR DOCK 1625 13TH STREET ROOM L06 LUBBOCK Texas 79401 BY: CONTRACT # 8921 Description/Supplier Item Ordered TS218425 17.000 STEELCASE LATERAL FILE TSAPTC66 8.000 STEELCASE TRIM VERTICAL 66" TSAPTE66 6.000 STEELCASE TRIM VERTICAL 66" TSAE98669 1.000 STEELCASE BASE POWER TSAE31DA15S 1.000 STEELCASE RECEPTACLE TSAE32DA15S 1.000 STEELCASE RECEPTACLE TSAE33DA15S 1.000 STEELCASE RECEPTACLE 46616OMP 4.000 STEELCASE CHAIR D GAMBOA Unit Cost UM Extension Request Date 1,790.0000 EA 30,430.00 08/25/2011 67.0000 EA 536.00 08/25/2011 46.0000 EA 276.00 08/25/2011 236.0000 EA 236.00 08/25/2011 193.0000 EA 193.00 08/25/2011 193.0000 EA 193.00 08/25/2011 193.0000 EA 193.00 08/25/2011 759.0000 EA 3,036.00 08/25/2011 TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK TEXAS Seller and Buyer agree as follows: 1, SELLER TO PACKAGE GOODS. Sella will package goods in accordance with good wmmcmial practice. Each shipping contain& shall be clearly and permrsently marked as follows (a) Seller's name and address, (b) Consignee's name, address and purchav order or purchase release number and the supply apeement number if applicable, (c) Cowtainer number and tail number of containers, e.g, box I of 4 boxes, and (d) the number of the container hearing the packing slip. Seller shell bearcaat of pwkagutg unless otherwise provided. Goods shrill be aWlably peeked to secure lowest ounsQtMation coats and to confirm with mquitemenu of common carriers and any applicable specifications. Buyer's count or weight shell be final and conclusive on shipments not accompanied by flee lists 2. SHIPMENT UNDER RESERVATION PROHIBITED. Seiler is not authorized to ship the goads under teservatim 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 ion of the goods shall not peas 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 deltvay of goods mot fully comply with all provisions of this contract as to time of delivery. quality and the like, if a tender L made which does not fully conform, this shall cormdwt¢ a breach and Seller shell net have the right to substitute a conforming tender, provided, where the time for pa�rmaace hss not yet cxplred, the Seller my reasonably no* Byya of yp X2, may, then make a conforming tender within the conroca throe b6tyw} - •3 5. INVOICES & PAYMENT& l a. Seller "I submit separate Invoices, in duplicate, one each purchase order or purchase release after each delivery. Invokes shall indicate the purchase order or purchase release number mad the supply agreement number if applicable. invoices shall be itemised 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. Mad To: Accoun a Payable. City of Lubbock. P. 0. Bole 20W, Lubbock. Texas 79457, Payment shall not be due until the above instruments are submitted after delivery. 6. GRATUrfTES. The Buya tnay, by written notice to the Seller, cancel this contract without liability to Seller if it is detamiaW by Buyer that Fatuities. in the form of entertainment, gift or odLe w ice, were offered or gives by the Seller, or any agent or nepresenotfve of the Seller, to any otika or employee of the City of Lubbock with a view to securing a connect or securing favorable ncamaent with respect to the awarding or amending, or the making of any dacrminatfons with ncVm to the perfuming of such a cootrect in the awaitthis contract is canceled by Buyer pursuant to this provision, Buyer shall be ent" 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 h TEST EQUIPMENT. If the price stated on the fare hereof includes the cost of any special tooling or special test equipment fabricated or required by Sella far the purpose of filling this order, such special tooling equipment and any process sheets related thereto shell became the property of the Buyer and to the extent few" shall be identified by the Seller as such. S. WARRANTY -PRICE. s. The price to be paid by the Buya shall be that contained in Seller's hid which Seller warrants to be no higher than Seflees current process on orders by others for products of the kind and specification covered by this ag"*mmt for similar quantities under similar of like conditions and methods of purchaw. In the event Seller breaches this warranty, the prim of the items shall be reduced to the Seller's current prices on orders by when, or in the altertutive. Buyer may cancel this contract without liability to Sella for breech or Seller's a mud expanse. b. The Seller warrants that no person or seeing agency has bees employed or retaLned to solicitor swum this coaftu t upon an agreement or understanding for commwioa, parentage, brokernge, or condagens fee excepting boa fide employees of boa fide established commercial or selling apacies maintained by the Sella for the purpose of securms business. For breach of vitiation of this waraNy the Boer shalt have tie right in addition to any other right of rights to canerl this contract without liability and to deduct from the contract price. or otherwise recover without liability and to deduct (teem the contract price or odierwLs recover the fba amount of such commiaion, percehhtegc, brokerage or contingent fee. 9. WARRANTY -PRODUCT, Sella shall not limit or exclude any implied warranties and any attempt to do so shall reader this contract voidablest the option of the Buyer. Seller werranb that the goods furnished will conform to the specification, drowinga, and descriptions lWW in the bid iovido m, and to the sanvie(s) furnished by the Seller, if any. In the evau of a co nflict or between the specifications, drawings, and deaaiptiaea, the Wecifkation shall govern. Notwithstanding my provisions contained m the contractual agewtent the Seller repreacmts and warrants fault -fire performance and ftuh•f re result in the processing date and date related data (including, but not limited to cskvh"% competing and sequencing) of all hardware, softnvam and fbmware probrps delivered and services provided wader this Comn im individually or in combinatfmn, as the cane may be them tin drmflve doe of this Convect. Also, the Sella woramts the yea2000 calculations will be rwopLmd and accommodated and will nab in any way, result is hardware. software or tamwnse failure. The City of Lubbock, at in sole oteion, may require the Seller. at any time, to demonstrate the procedures it intends to follow in order to comply with all the obligstlona cawiwW herein. The obligations contained hersm apply to products and services provided by the Seller. its sub -Seller or any third party involved in N 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 obligatlam contained herein, may result is the City of Lubbock avadhag itself of any of its rights under the law and under this Contract including, but not limited to, its right pertaining to termittetion or defiuft. The warranties contained haeia we separate and disarse &ern any other warranties specified in this Contract, and are not subject to any disclaimer of warranty, implied orexpressed or limitation of the Seller's fiability which may be specilled in this Contract, its appehu A , iu schedules, its nncxm or my document incorporated in this Contract by reference. 10. SAFETY WARRANTY. Scller warrants that the product sold to the Buyer shell conform to the sundards promulgated by the U. S. Department of Labor under the Occupatkinal Safety and Health Act of 1970. in the event the product does act conform to OSHA standards. Buyer may return the pnodud far correction or mplanvtenl 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. IL NO WAR R 114 TY BY BUYER AGAINST INFRINGEMENTS. As pet of this contract for sale Seller agrees to ascertain whether goods manufactured in sccordswe with the specification attached to this agreement will give rim to the rightlial claim of any third person by way of imf ilmned of the Iite. Buyer makes no warranty that the production of goads according On the specification will not give rise to such a claim, and in to event shall Buyer be liable to Seller for indamtill-11, in the even that Seiko is sued on the groun* of infiingeman of the like. f f Seiler is of the opinion that an fn&ingemad or the like will result. he will notify the Buyer to this effect irk writing within two weeks after the signing of this agreement. I f Baya doea not receive notice and is subsequently held liable for the inftbnpractit or the hire, Seller will an Buyer harmless. If Seller in good Wth ssemtains the production of the goods in aecatdowe whit the specificatims will result in Inhingan am or the like, the contract shall be null and void 12. RIGHT OF INSPECTION. Buyer shell have the right to inspect the goods at delivery before accepting them 13. CANCELLATION. Buyer shall have the right to canal for default all or any part of the undelivered potion of this order if Sella breaches coy of the tams hereof including warranties ofSeller or if the Sella becomes insolvent or consmb acts of bankruptcy. Such right of cancellation is in addition to and eat in lieu of any other remedies whkb Buyer may have in law or equity. 14. TERMINATION. The performance of work under Ibis order may be terminated in whole, or in part by the Buyer in accordance with this provision. Taminatka of work hereunder shall be effected by fie delivery of the Seller of a "Notice of Termination" specifying the extent to which performance of work under the order is termhussed crud the dais upon which such termination becomes ei wflva Such right or termination is in addition to and ant In lieu of the rights of Buyer act forth in Clone 13, heroin. 15, FORCE MAJEURE. Neither party shall be held respoesible for losses, resulting if the fulfillment of any in of prvviskm of this contract is delayed or prevented by any cause not within the control of the party whose performance is Interfered with, ad which by the exercise of reasonable diligence said party is unable to peveaL 16. ASSIGNMENT -DELEGATION. No right or interest in this Contract shall be sniped or delegation of my obligation mete by Seller without the written pen nissim of the Buyer. Any attempted assignment or delegation by Seller shall be wholly void and toWly ineffective for all purpose unless made in conformity with this prapaph. 17. WAIVER. No claim or right doing out of s breach of this contract can be discharged in whole or ins part by a waiver or renunciation of the claim or right unless the weiver or renunciation is supported by consideration and L in writing signed by the aggrieved Petry. 18, INTERPRETATION -PAROLE EVIDENCE. This writing, plus any specitkatiaas for bids and performance provided by Buyer in its advertisement for bids, and any other documents provided by Sella as parr of his bid, is intended by the patties as a fhtal expremime of their agreement and intended also as a complete and exclusive statement of the terms of their agscemen►. Whenever a terra defined by the Uniform Commercial Code is used in this apeem ertL the definition. contz mad in the Code is to control. 19. APPLICABLE LAW. Thin a6rea rcut shall be govenad by the Uniform Commercial Code. Where ever the term "Uniform Commercial Coda" is moat it shall be construed as meaning the Uniform Commercial Cade as adopted in the State of Texas as effective and in farce our the doteofthisage, , ' 20. RIGHT TO ASSURANCE. Whenever am parry to this contract in good faith has reason to queeton the other party's Lalntt to perform he may demand that the oiler party give written assurance of hie imem to perform In the event that a demand is made and no assurance is given within Ave (3) days. the demanding parry may teat this failure as an anticipatory repudiation of the cooped. 21. INDEMNIFICATION. Seller shall indemnify, keep cud cove harmless the Buyer, Its agents, officials and e"kuyea, ny ioet all injuries, deaths, lass. damages, claims. patent claim wits. liabilities, judgments, Costs and expenses, which may In anywise accrue aping the Buyer in consequence of the pantimgof this Contract or which may anywise n mh thae6ocs. whether or net it shall be alleged or determined 169 the act was caused through acgtfgenoe or omission of the Seller or its employees, or of the sub3eller or assipee or its employers, if any, and the Sella shalt at his own expense, appear, defend and pay all charges of amorneys emd all costa and other expenses arising the e&om of incurred in comsection therewith, and, if my judgment sha be reundaed agarst fie Buyer in any such action, the Seller shall, u its own expenses satisfy and discharge the same Seiler expressly understands and agrees that any bead required by this contract, or otherwise provided by Seller, shall in to way limit the responsibility to irder®ity. keep and save harmless and defend the Buyer as haain provided 22, TiME. It Is hereby expressly agreed and understood that time L of the essence for the performance of thiscontract, and fliluro by cotursa m mad the time specifications of this agreement will cane Seller to be in def ndt of this sgeement. 23, MBE. The City of Lubbock hereby notifies 4 bidders that in regard to any contract entered into pursuant to this requM, minority and women business enterprises will be afforded equal opporn mities to submit bids in respease to this invitation and will not be disaintinsued against on the grounds of race. color, sex or mural origin in consideration for in award Rev. 08/2005 bkcity PURCHASE ORDER lubk TEXAS TO: BAKER OFFICE PRODUCTS PO BOX 1920 LUBBOCK Texas 79408 INVOICE TO: CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 Ordered 07/29/2011 Freight Requested 08/25/2011 Taken By Delivery PER BEACH S REQ 37961 • Page - 5 Date - 07/29/2011 Order Number 10003411 000 OP Branch/Plant 1611 SHIP TO: CITY OF LUBBOCK MUNICIPAL BUILDING -REAR DOCK 162513TH STREET ROOM L06 LUBBOCK Texas 79401 BY: CONTRACT # 8921 Description/Supplier Item Ordered TSAPF4248 1.000 STEELCASE PANEL 42X48 TSAWLT1648 1.000 STEELCASE WORKSURFACE TRANS TSAPF6642 1.000 STEELCASE PANEL 66X42 TSAPF6642 1.000 STEELCASE PANEL 66X42 TSASUB42L 2.000 STEELCASE BIN KICK 42" TSAEP366 1.000 STEELCASE POLE POWER 66" TSAEPC66 Y 1.000 STEELCASE CABLE POLE 66" TSAW V WMZ20 6.000 STEELCASE WIRE MANAGER 20" D GAMBOA Unit Cost Um_ Extension Request Date 569.0000 EA 569.00 08/25/2011 228.0000 EA 228.00 08/25/2011 492.0000 EA 492.00 08/25/2011 612.0000 EA 612.00 08/25/2011 452.0000 EA 904.00 08/25/2011 408.0000 EA 408.00 08/25/2011 371.0000 EA 371.00 08/25/2011 14.0000 EA 84.00 08/25/2011 TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDMONS CITY OF LUBBOCK, TEXAS Seller and Buyer agree as follows: 1. SELLER TO PACKAGE GOODS. Seller will package goods id accordance with good commercial practice. Each shipping cartaina shall be clearly and pemamenthy marked as follows (a) Seller's tame =W address, (b) Consignee's name, actress and purchase order or purchase release number and the supply agreement number if applicable, (c) Container dumber aril total nmmber of containers, e.g. box l of 4 boxes, and (d) the number of the container hearing the packing slip. Seller shall bear east 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 shipnents not accompanied by packing list:. 2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not authorized to ship the goods under reservation and no tender of a bill of lading will opeats as a tender of goods. 3. TITLE AND RISK OF LOSS. The title and risk of toss of On pods shall not pass to Buyer until Buyer actually receives mid takes possession of the goods at the point or points of delivery. k NO REPLACEMENT OF DEFECTNE TENDER. Every tender ofdetivery of goods must fully comply with all provisions of this contract as to time of delivery, quality and the like. If e tender is umade which does not fully conform. this shall constitute a preach and Seppir shall not have the ri8M to substitute a conforming tender, provided, where the time kpatolnuance has not yet expired, Ilse Seller may reasonably notify Buyer o(s cuff may then make a conforming tender within the contract time br# ow -If k� i S. INVOICES A PAYMENTS. a. Seller shall summit separste invoices, in duplicate, one each purchase order or purchase release stla each delivery. Invoices shall indicate the purchase order or purchase release number and the supply agreement number if applicable. Invoices shall be itemized annf aansportation charges, if any, shall be limed separately. A copy of the bill of lading, and the freight waybill what applicable. should be atacheel to the invoice. Mad To: Accounts Payable, City of Lubbock, P. O. Box 2000, Lubbock, Texas 79457. Payment shall not be due until the above instruments am submitted after delivery. 6. GPATU ITIFS. The Buyer may, by written notice to tine Sella, cancel this contract without liability to Seiler 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 Seiler, to arty oHka or employer of the City of Lubbock with a view to securing a co third or securing favorable treatment with respect to the awarding or auendiing, or the making of any determinations with respect to the performing of each a contract. Ia the event this contract it canceled by Buyer pursuant to this provision. Buyer shall be entitled, in addkka to any odter rights and retraedies, to recover or withhold the amount of the cast iruaored by Sella in providing such t[Mtitia. 7. SPECIAL TOOLS d TEST EQUIPMENT. If the price stated an the face hereof includes rho cost of any special tooling or speciil test equipment fihrkded or required by Seller for the purpose of filling this order, such special tooling equipment and any process sheers mimed thereto shall beennua the property orthe Buyer and to the extent feasible shall be identified by the Seiler as attch 8. WARRANTY -PRICE. a. The price to be paid by the Buyer shall be that contained in Seller's bid which Sella 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 quantifies under similar of like conditions and methods of ptmebme. in the event Seller breaches this warranty, the prices of the items shall be rohaced to the 5alkr'3 curremr prices on orders by alma. or in the alternative. Buyer may cancel this eoatract without liability to Seller for breach or Sella's acrid expense. b. The Seller warrants that no person or selling agency hat beam employed or retained to solicit or secure [his contreet upon an agreement or understanding for conemi oidn, pecceualA brokerage, or contingpm feee excepting bore tide employees of boa fide established commercial at selling agencies mmasm l by the Sella for the purpose of securing berms. For breach of vitiation of this warranty the Buyer shall have the right In sddW m to any other right of riglus to cancel this conwactwithoul liability "to ded ucitem the contract prima or otherwise recover without liability and to deduct from the contract price, or otherwise recover the fbB amount of such commission, percentage, brokerage or contingent fee. 9. WARRANTY -PRODUCT. Sella shall kmt limit or exclude any implied wrrandes and any attempt to do so shall render this contract voidable a the option of the Buyer. Sella warrants that the goods furnished will cooforar to &a specification, drawings, and descriptions Need ins the bid iavitstion, and to the sample(s) fumiabed by the Sella, if any. in the evca of a conflict or between the specii carhm, drawings, and descriptions, the speciiicstbae shall gores. Notwidwinisding any provisions contained in the contractual agreement, the Seller represents and warrants fault -free peribrownce and fauh-fife result be the processing date and date related dais (including, but not linseed to calculating, compering sad sequencing) of ail Hardware, software and fbmwere products delivered and servitor provided under this Contract, individually or in combination, as the cane may be from the effective data of thin Contract, Also, the Sella warrants the ye u2000 caltuiatiou will be recognized and accommodated and will not, in any way, mask In hardware, software or firmware failum. The City of Lubbock. at its sole option, may require the Sella, at any time, to demonstrate the procedures it inieudt to follow in order to comply with all the obligations cmuinat! herein. llw obligations contained herein apply to products and services pmvWW by the Sella, its sub -Seller or my third party involved is the creation or development of the products and services to be delivered to the City of Lubbock under this Cmwaa. Failure to comply with any of the obligafi ms eemmbtcd herein, may, result is the City of Lubbock availint itself of any of its rights udder the law and under this Contract including, but not limited t% its right peermining to tennmatfon or default. The warrantes contained henem am separate rod disco" from any other warranties Specified in this Covv4ct, 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 appmdie s, its schedules, its amtexes or any document incorporated in this Contract by reftrence. 10, SAFETY WARRANTY. Seller warrants that the product sold to the Buyer stall conform to the standards promulgated by the U. S. Department of Labor under the Occuputiotri Safety and Hteshb Act of 1970. in the event the product does nut 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. If. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As pat ofthic contract for sale Seller agrees to ascertain whether goods manulhclured in accordance with the specifications attached to this agreement will give rise to the rightful claim of any third person by way of in0iolcment of the Ilea Buyer nukes no waramy drat the production of goods according to the specification will net give rise to such a claim and in no even shall Buyer be liable to Seller for Indemnification to the event that Seller is sued on the grounds of infiingement of tte like. If Sella is of the opinion that an Infringement of the like will resub. he will notify the Buyer to this of led In writing w ithm two weeks afla the signing of this avvemrau. If Buyer does not receive ranee and is subsequently held liable her the in&htgemau orthe IBte, Sellerwill save Buyerharmkas, i[Selier inn goad feft ascertains the production of dte goods in accordance with the specifications will result h in$htgestsem or the hike, the contract mall be null and void. 12. RIOHT OF INSPECTION. Buyer shall have the right to inspect the toads at delivery before accepting them 0. CANCELLATION. Buyer shall have the right to cancel for default all at any pan of to undelivered portion of this order if Sella bmaehca nay of rho tetras bercof including warranties of Sella or if the Seller becomes insolvent or commits eras of bankruptcy. Such rigt 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 paioretmtce of work under this order may be item net ins whole, or in part by the Buyer in accordance with this p vision. Tamins4ion of work hereunder shell be effected by the delivery of t d Sella of a "Notice of Tenamedaa" specifying the extent to which performance of work mauler the order is terminated and the dace upon which such termination becomes effaYlve. Such risk or termination Is in addition to and not in lieu of the rights of Buyer sec forth in Clause 13, herein. 13, FORCE MAIEURIr Neither party shalt be held responsible for braes, fesuhing if the fulfill of my term of provisions of this contact is delayed or pevented by any cause eat within the control of the party whose pa ferrhaDCO is interfered wits►, and which by the exaeim of ream" said party is unable to prevemt. 16. ASSIGNMENT -DELEGATION. No right or ins CRal in this contract shell be assigned or dehwtiom of my obligation made by Sella without the written permission of the Buyer. Any attempted assi®adeat or delegation by Sella shell be wholly void and totally ineffective for all purpose unity made in conformity with this paragraph. 17.1 WAIVER. No claim or riot arising out of s breach of this contract can be discharged is whole or in pan by a waiver or reouncletioe of the claim or right unless the waiver or renunciation is suppxtod by consideration and is in writing signed by die aggrieved party. 19. INTERPRETATION -PAROLE EVIDENCE. This writing, phi may specifications for bids and perfortnmce provided by Buyer in its adverthement for bids, and my other documents provided by Sella as pan of his bid, is intended by the patio$ as a Neal expression of their agreeman and intended also as it complete snd exclusive statement of the terns of their ag=ment Whenever a tam deNaed by the Uniform Commercial Code is used in this agreement. the definition contained in the Code is to control. 19. APPLICABLE LAZY. This agreement shall be oomned by the Uniform Commercial Code, Where ova the tam "Uniform Commercial Coda" at used, it shell be construed as meaning the Uniform Commercial Code as adopted in the Stem of Texan as of bdive and in force on the date of ibis sygeemml. 20. RIGK17 TO ASSURANCE. Whenever oma party to this contract is good fiteh has reason to gttesdom the other party's Interest to perform he my demand that the other party give written assurance of his imaert to perfom. in the event that a demand is made and no umrmce is given w ithin five (S) days, the demanding party may oaq this failure as an eaticipuory repudiation of the conksa 21. INDEMNIFICATION. Seller shall indemnify, keep and save harmless the Buyer, its agents, oNicialm and employers, against set injurim delta, loss, damages, claims, paten claim& suits, liabilities, Judgments cap and expenses, which may in a"Ise accrue against the Buyer in consequence of the granting of thin Contract or which may argrwise result dhcreliom, whether or nee it shall be alleged or determined that the act was an through negligence or omission of the Seller a its employees, or of the sub3eller or astignett or its cmplo a if my, and the Seller shag, at his own cxpensa appear, defend and pry all charges ofattorneys and all costa and other expanses arising &mfiom of Incurred in mrmatian dhamwith, and, ifmayJudgment shall be tendered allowd dw Buyer in my such slot, des Selma dWL u its owe expenses, satisfy and discharge the same Seller expressly uadentards arts arfor that my bond required by this con"M or otherwise provided by Sella, shall in no way limit the responsibility to indemnity, keep and save harmless and defied the Buyer as hemit pmvtded. 22. TIME. 1t is hereby expressly agreed and understood that time is of the essence for to performance of this contract, and failure by contraa to it the titne specifications of this agreement will emu Seller to be in default of this agreement. 23. MBE. The City of Lubbock hereby notifies all bidders that in regard many contract entered into pursumt to this request, minority and women business enterprises will be aRarded equal opportunities to subma bids in response to this invitation and will ism be discriminated against on the gads of race. color, sex or natural oti& in consideration for an award Rev. 08/2005 14 u city PURCHASE ORDER TEXAS TO: BAKER OFFICE PRODUCTS PO BOX 1920 LUBBOCK Texas 79408 INVOICE TO: ACCOUNTSPAYABLE P.O. BOX 20" LUBBOCK, TX 79457 Page - 6 Date - 07/29/2011 Order Number 10003411 000 OP Branch/Plant 1611 SHIP TO: CITY OF LUBBOCK MUNICIPAL BUILDING -REAR DOCK 1625 13TH STREET ROOM L06 LUBBOCK Texas 79401 BY: Ordered 07/29/2011 Freight Requested 08/25/2011 Taken By Delivery PER BEACH_S REQ 37961 CONTRACT # 8921 Description/Supplier Item Ordered Unit Cost UM LOCK9201FR 16.000 EA STEELCASE LOCK GROMMETS 12.000 BAKER PARTS / LABOR GFS-36-DI-S 6.000 BAKER TASK LIGHT GFS-24-D 1-S 4.000 BAKER TASK LIGHT CRP96U3 1.000 DAR RAN RECEPTION 43.95% DISCOUNT 1.000 D GAMBOA Extension Request Date 08/25/2011 EA 08/25/2011 114.0000 EA 684.00 08/25/2011 110.0000 EA 440.00 08/25/2011 16,570.0000 EA 16,570.00 08/25/2011 (37,202.6300)•EA (37,202.63) 08/25/2011 Total Order Terms NET 1ST OF MONTH, PASTDUE 11TH 47,438.37 Commercial General Liability, per occurrence- $300,000 Employer's Liability and/or Occupational Medical and Disability Automotive Liability -$ 300,000 Any Auto I and Worker's Compensation, Statutory Amounts-$500,000 City of Lubbock is named as primary additional insured on Auto/General Liability, to include products of completed operations endorsement, and with a Waiver of subrogation in favor of the City of Lubbock on all coverage. This purchase order encumbers funds in the amount at $4 /,432S.3 / to t3aKer VIIlce rroaucts oI L.UDDUUiK, t exas- 1 Tic W! VWutg 10 incorporated into and made part of this purchase order by reference: ITB 09-019-MA Resolution# 2009-RO100. CITY OF LUBBOCK: ATTEST: Torn Martin, Mayor Rebe �Ciarza, cretary TERMS AND CONDITIONS IMPORTANT: REM CAREFULLY STANDARD TERMS AND CONDITION$ CITY OF LUBBOCK, TEXAS Sailer and Buyer agree as follows: t. SELLER TO PACKAGE GOODS. Seller will package hoods in accordance with gam commercial practim Each shipping container shell be clearly and permanently marked as follows (a) Seller's ease end address, (b) Conaignee's names address and puchan order of purchase release number and the supply agroemeal number if applicable, (c) Container number and total number of containers, e.g, box I of 4 boxes, and (d) die numbs of the com aimer bearing the packing slip. Seller shall beer col of psckagiog unkas otherwise provided Goods shelf be suitably pecked 10 secure lowest transportation costs and to conform with requirements of common carriers and any applicable specifications, Buyer's count or weight shall be flmad and comiusive on shipments nor accompanied by packing It" 2. SHIPMENT UNDER RESERVATION PROHIBITED. Sella is net authorized to ship the goods under reservaliar and no tender of s big of lading will oposte as a tender of goods. 3. TITLE AND RISK OF LOSS. The title and risk of toss of the goods shalt na pass to Buyer until Buyer actually receives and takes possession of the goods at the point or points of delivery. 4. NO REPLACEMENT OF DEFEC`T(VE TENDER. Every tender of delivery of goods must filly comply with all provisions of this contract as to time of delivery, quality and the like. Its tender is made which don not fluffy conform, this shell constitute a breach aril Seller shell not have the right to substitute a conforming tender. provided, where the time for perforinmor has not yet expired. the Seller nary reasonably notify Buyer of his intention to cue and may them make a conforming tardy within the contract time but not afterward. S. INVOICES 3 PAYMENTS. s. Seller shaft submit separate invokes, in duplicate, one each purchase order or purchase release after each delivery. invokes shell indicate the purchase order or purchase release number and the supply agreement number if applicable. Invokes shell be Itemized and trmspormtioa charges, if emy, shall be listed uparately. A copy afthe bill of lading, and the fieighr waybill when applicable, shodd be attached to the invoice. Mail To: Accounts Payable, City of Lubbock, P. 0. Boa 2000. Lubbock, Texas 79457, Payment dull not be duo untii the above instruments are submitted after delivery. 6. GRATUITIES, The Buyer may. by written notice to the Seller, cancel this contact without liability to Seller if it is determined by Buyer trust gratuities. is the form of ea0ertahhaneat gifts at otherwise, waa offered or given by the Seller, or any agog or representative of tie Seller, to any officer or employee of the City of Lubbock widt a view to securing a contact or securing favorable treatment with respect to the awarding or amending, or the making of any determination with respesx to the performing of ouch ■ contact la she event this contactis canceled by Buyer punsaw to this provision, Buyer shall be entitled, in addition to any other rights and remedies to recover or withhold the amiount of the car incurred by Set let in providing such Snalusitio 7. SPECIAL TOOLS d TEST EQUIPMENT. if the price stated on the face hereof include the cost of any special tooling or specW test equipment fabricated or required by Seller for the purpan of filling this order, such special tooling equipment and may process sheets retated thereto shill become the property of the Buys and to the extent feasible shall be identified by due Seller a such, S. WARRANTY -PRICE. a_ The price to be paid by the Buyer snail be dew contained In Sellers bid which Seller warms to be no higba than Seller's cuneAt process on order by others for prod cts of the kind and specification covered by this agreement for similar quantities under simile of like conditions and methods of pumbase. Indic evens Seiler breach= "warranty, the prices of the items shall be reduced to the Sclbx's current prices an orders by other, or in the alternative. Buyer may costal this cohtrad without liability to Seller for Irnacu or Sends actual expenses s Its. The Seller warrants then no person or selling agency bass been employed or detained to solicit or secure thlscont act upon an agreement or understanding ror car®issiva, perr:eu ilic. brokerage, or comingent fee excr*ing bona Bete employees of boon Bete established commacial or selling ageacke me fined by the Seller for the purpose of securing busmess. For brnch of viciation of this warranty die Buyer shah Ism the right in addition to my other rights of rights to cancel this contact withow liability and to deduct flom the contract price, or otherwise recover without liability and to dedacr from the castrate price. or otherwise recover the fisll amount of such commission, percentage, brokerage or coatirs ent fee. 9. WARRANTY -PRODUCT. Seller sbatl mat limit or exclude any implied warranties and any attempt to do so shell trader this contract voidable at the option of she Buyer. Seller wartents that the goods flenisbmd will conform to the specifkatima, drawings, and descriptions listed in the hid invitwion, and to dm sample(s) furnished by die Sella, if any. Lathe erent of s conflict or between the spmcificatkxns, drawings, and descriptions, the specifications shall govern. Notwithstanding any pxoviskm contained in the contractual agreement, the Sella represents atld warrants fault -bee palbam mar and fiell fire result is the pmeessing demand deft related data (including, but nil limited to calculating comparing and se uenicimgJ of all hardware, sotlwre and ikmwre products delivered said services provided under this Callao individually a in combinwian, as the enemy y be [roan the effective dire of this Contract. Also, the Sella warrants the y=2000 calculialoas will be recognized and accommodated and will tot, in anyway, rdui in hardware. software or firmware failure. The City of Lubbock, al its sok option, may require the Seller, at any time, to damaastram the procedures it intends to follow in order to comply with all the obligaticas contained herein. The obligstioaa contained herein apply to prod" and services provided by the Seller, its sub -Seller or any third parry involved in the creation or developments of the products and services to be delivered to the City of Lubbock under this CoNram Failure to canpty with any of the obiigwions contained herein, may result in the City of IA&bock 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 we tegarete and discrete flum any other warranties specified in this Contract, and are not subject to any disclaimer of warranty, implied or expressed or limiudioa of the Seller's liability which may be specified in this Contact, 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 pmmulptod by the U, S. Department of Labor under the Occupational Safety and Halth Ad of 1970. In the event the prodat does not conform to OSHA standards. Buyer may mrrfa the product for eamection a replaermem 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 part 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 rightfttl claim of any third person byway of infliagemmt of tie lice. Buyer makes no warranty that the production of goods according to the specification will net give rise to such a claim, said in no event shall Buyer be It" to Seller for indemnification in the event that Sella is sued on the gruasub of ins lissement of the Bice. if Seller is of die opinion that an infi-ingement or the like will result. he will notify the Buyer to this efred in writing within two weeks after the signing of this agreement. If Buyer does not restive notice and Is subsequently held liable fbr the inhingemm m the 1>u Selfee will faun Buyerhermlm If Seller ha good tilt sacertains the production of the goads in aecordama with the speci8cadana will result in infringe 'or the like, the contract shall be mill and void 12. RIGHT OF INSPECTION. Buyer shall lava the right to inspect the goods at delivery before accepting them 13. CANCELLATION. Buyer shall have the right to canal for default allot may put of the undelivered potion of this order if Sella breaches any of the fauna beteaf including warranties of Seiler or if the Seller becomes insolvent or commits acts of bankruptcy. Such right of cancellation is it addition to and not in lieu of any other remedies which Buyer my have in law or equity. 14, TERMINATION. The performance of work under this order may be unninwed In whole, of in pat by the Buyer in a cc rdmoc with this provision. Termination of waft hereunder shall be ef1bled by the delivery of the Sella of a "Notice of Term inatiaa1. specifying the extent to which performance of work under die order is terminated and the dale upon which such terminative becomes ef"ve. Such right or termination Is in addition to and not in lieu of the rigid of Buyer set forth in Classm 13. herein. 15, FORCE MAJEURE. Neither party shall be heW rcV maible far bats nmithng if the fatfillmem of ray terse of pmiskm of this contract is delayed or prevented by any cause not w idm the central of the party whose pMotnnmce is interfered with, arc which by the exercise ofnamis" diNppema said parry is unable to prevent. 16. ASSIGNMENT -DELEGATION. No right or interest in this contract altall be assigned or delegstive of any obligsliam made by Seller without die written permission of the Buyer. Any attempted assisrhment or delegation by Sella shall be wholly void and totally inef%cdva for all prposm u Am made it cvef simity with this Paragraph, 17. WAIVER. No claim or right wising out of s breach of this contract can be diwhwged in whole or in part by a waiver or mmmciaiwn of the claim or right unless the waiver or trnuaiatloo is supported by consideration and is in writing signed by the aggrieved party. It. INTERPRETATION -PAROLE EVIDENCE. This writing, plus any specifications for bids and performance provided by Buyer in its advertammaxt fa bide, and may other documents provided by Sella as pat of his bid is Intended by the panes of a final asp ressiam of their agreements and im -rulki also as compka and exclusive statement of the mam of their agreement. Whenever a term defined by the Uniform Coumtacial Code is used in this agreement, the deffeltion comakaed in the Code is to uNitM, 19. APPLICABLE LAW, This agreement shall be governed by the Uniform Commercial Code. Where ever the tam "Uniform Commercial Code' is used it shell be construed ass meaning the Uniform Commercial Cork as adopted is the State of Texas as effective and in fbme an the date of this elpsettent. 20. IUGHT TO ASSURANCE. Whatever ate party to this contract in hood faith has mason to question tin other party's intent to perform he nary demand that the other party give written assurance of its insent to pmform. in the event these demand is media and no assurance is given within five (3) days, the demanding party may trey this failure as an anticipatory repudiation of the contract 21. INDEMNIFICATION. Seiler shell indemnify, keep tad save harmkn the Buyer, its agents, officials and employees, against all mpria, deaths loss, dmages, claims, pales claim, suits, liabilities, judgi tints, wets and expanses, which may in anywise accrue against the Buyer in consequence of the Venting of this Contract or whkh troy anywise result therefrom, whether or not It shall be alleged or determined that the set was caused through acgligence a omission of tie Seller or its employees, or of the shbSella or wignsce or in empbyccl6 if say, and the Seller shall, at his own expense, appear, defend and pry all charges oralurtaeys and all coed and other expenses wising therefrom of me rred in connection tiesew id, said. if any judgment shall be rendered againd the Buyer in any such action, the Sella shell, at its awe expanses, utlsiy and diadwv the same Seller expressly enders and agrees die any bond required by this canter M or otherwise provided by Seller, shall in no wry limit the nspoosibility to imde®ify. keep seat save hrmien and defend the Bayer an herem provided 27. TIME. his hemby expressly agreed and understood gat time is of the reaction for de performsmoc of this oomnack and Whim by contract to meet the time specifications of this agreement will cause Seiler to be in defsuls of this agpexarnt. 23. GIBE. The City of Lubbock itereby notifies all bidders that in regard to any contract entered into purst+sH to this request, mimonty and woman business enterprisewill be afforded equal oppomtnitiea to submit bida in response to this invitation and will runt be dsrximexred against on the grounds of race, color. sex or natural sight in consideration for an award Rev. 0812005 of lubbeiock PURCHASE ORDER TEXAS TO: BAKER OFFICE PRODUCTS PO BOX 1920 LUBBOCK Texas 79408 INVOICETO: CITY OF LUBBOCK ACCOUNTS PAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 Ordered 07/29/2011 Freight Requested 08/25/2011 Taken By Delivery PER BEACH—S REQ 37961 Description/Supplier Item TSAPF5442 STEELCASE TSAPF5424 STEELCASE 54X24 TSAPF5424 STEELCASE 54X24 TSAPTE54 STEELCASE TRIM 54" TSAPTC54 STEELCASE TRIM 54" TSAWLR2442 STEELCASE WORKSURFACE TSAPF6648 STEELCASE 66X48 TSAPF6624 STEELCASE 66X24 Resolution No. 2009—RO100 Page - 1 Date - 08/17/2011 Order Number 10003411 000 OP Branch/Plant 1611 SHIP TO: CITY OF LUBBOCK MUNICIPAL BUILDING -REAR DOCK 1625 13TH STREET ROOM L06 LUBBOCK Texas 79401 BY: D GAMBOA CONTRACT # 8921 Ordered Unit Cost _U_M Extension Request Date_ 5.000 476.0000 EA 2,380.00 08/25/2011 6.000 354.0000 EA 2,124.00 08/25/2011 2.000 474.0000 EA 948.00 08/25/2011 3.000 46.0000 EA 138.00 08/25/2011 3.000 67.0000 EA 201.00 08/25/2011 2.000 166.0000 EA 332.00 08/25/2011 2.000 661.0000 EA 1,322.00 08/25/2011 5.000 362.0000 EA 1,810.00 08/25/2011 TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK TEXAS Sailor and Buyer agree as follows: I. SELLER TO PACKAGE GOODS, Seller wilt package goads is accordance with good commercial practice. Each shipping container dull be clearly and permanently marked as follows (a) Seller's name and address (b) Consignee's name, address and purchase orkr or purchase release number and the supply agreement number if applicable. (c) Container number and total number of contra mere. e.g. box I of 4 boxes, and (d) the number of the container hexing the packing slip. Seller shall bear cost of packaging unless otherwise provided Goods shall be suitably packed to secure lowed transportation costs and to conform with requirements of commoo carriers god my applicable speeiftc a Buyer's count or weight shall be final and conclusive on shipments nor accompanied by packing lids. 2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not authoriwd to ship the goods under reservation and no tender of a bill oflading. will operate am icader of goods. 3. TITLE AND RISK OF LOSS. The title and risk of lossof the goods steal not pas to Buyer until Buyer actually receives and lakes poesca xm 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 as to time of delivery, quality and the li1n. If m tender is made which does not Billy conform, this dual constitute a breach and Seller slurp not have the right to substitute a conforming tender, provided, where the time for performance has not yet explred. the Seller may rtxmrnably notify Buyer of his intention to cure and may then make a confnmLing tender within the contract rime Na not afterward 5. INVOICES & PAYMENT'S. a. Seller shall submit separate iovokm In duplicate, one each purchase order or purchase reline after each delivery. Invoices shall indicate the purchm order or purchase release number and the supply agreement number if applicable. hrvo[eaes elull be itemized and transportation chwgp if my, slap be listed ere patntely. A copy of the bill of fading, and the WSW waybill when applkable shoald be attached to the invoice. Mail To: Accmmn Payable, City of Lubbock. P. O. Box 2000. Lubbock Texas 79457. Payment shall not be due until the above insuaumdes ate submitted after delivery. 6. GRATUITIES. The Buyer nay, by written notice to the Seller, cancel this contract without liability to Sella if it is determined by Buyer that graaitilm in the form of entertainment, gifts or etherwise, were affered or given by the Sella. or toy agent or reliresentativc of tie Sella. to any oBicer or employee of the City of Lubbock whh a view to securing a contract or securing favorable treatment with respect to the awarding or amending, or die making ofany determinations with. to the performing of rah m contract In the eveat this contract im canceled by Buyer pursuant to this provisam Buyer shall be entitled, in addition to any other rights and remedies, to nee" or withhold the amount of tin cad incurred by Sella in providing such gfamubjes 7. SPECIAL TOOLS & TEST EQUIPMENT. If the pries acted on the faea hen:of includes tho cad of any special tooling or special test equipment fabricated or required by Seller for the purpose of filling this order, such special tooting equipment and any process sheets related thereto shall became the property of die Buyer and to dw extent feasible shall be Identified by the Seller as arch. B. WARRANTY -PRICE. a The price to be paid by the Buyer shall be that contairurd In Seller's bid which Seller warrants to be no higba the Seller's curran process on codes by other far productsof the kind and specification covered by this agreement for simfLr quantities under similar of like conditions and methods of purchase. ht the event Seller breaches this warranty, due pricea of the items alsll be reehuoed to the Seller's current prices on orders by others, or in the alternative. Buyer nay cancel this contract without liability to Seller for breach or Seller's actual expense In. The Sella warrsau that no person or selling agcacy, has been employed or rescued to solicit or secure dtia contract upon m agreemew or understanding for commission, po rcesumilm brukaaaa, or contingent he excepting boom fide employees of bout fide established commercial or selling agencies asaiodined by rim Sella for the pmpa , of securing business. For beach of vicialam of this warranty the Buyer dual have the right in addition to may other right of righs to cancel this contract without liability and to deduct Guam the comescl price, or othowfae recover without liability and to deduct &am the contact price. or otherwise recover the full amount of such commummu. percentmva. brokerage or camtinprit fee. 9. WARRANTY -PRODUCT. Sella shall not limit or exclude any implied warranties and any attempt to do me shallunder this contract voidable at rue option of tho Buyer. Seller warrants that due pods Furnished will conform to the specification, drawings, add description Iisfod in the bid invitation, and tag toe sample(s) flumfshed by the Sella, if any. 10 the cvmt of a comnkt or between the speei icadona, ofrawm yL and deetriptioms. the specifications "I govern. Notwithstanding any provisions contained in the contractual agreement, the Seller represents and warrants fault -Bee per arntsmce and felt -fine result in the processing dote and date related daft (imhding, but riot limited to calculating. comparing and sequencing) of al hardware, software and Brmwate prodaasa delivered and a=vices provided under Iris Contras, a dividuaNy or In combination, as the cents may be Proem the edfective date of this Contract. Also, the Seller warrants the ycw2000 calculations will be recognized and accommodated and will nor, in any way, result in hardware, software or firmware fuhue. The City of Lubbock. at its sole option. Dray requite the Sella, at any rime, to demonstrate the procedures a uturds to Follow in order to comply with all the obligation contained baem. The obligations contained herein apply to products and services provided by the Seller, its sub-Seier or my third party involved in the creation or dewelepment of the pofiaxa 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 rim City of Lubbock availing itself of any of its rights under the law and under this Contract including, but not limited to, its right puttminfng to termination a defauh. The warranties contained herrct ate separape and dlserete from my other warranties specffsed in this Contract, and are not subject to any disclaimer of warranty, implied or expresn4 or limitation of the Seller's liability whah may be specilied in this Contract, its aPPaddces, is schedules, its annexes or any document incorporated in this Contract by reterr,ce. 10. SAFETY WARRANTY. Seller warrants that the product sold to the Buyer shall conform to the standards prommilgrod by the U. S. Dap wtmmmt of tabor under the Occupational Safety and Health Ad of 1970. In the event the product does not conform to OSHA standards, Buyer may return the product for cor'eetioe or rsplaceme, at the Seller's, expose. in the event Sella fails to muds the appropriate earm ion within a reasonable time, correction made by Buyer will be at the Seller's expense. 11. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS, At part of this contract for sale Seller agrees to ascertain whether goads manufactured in accordsoca with the specification attached to this agrament will give rise to the rightful claim of my third person by way of imfiiagemeat of the like. Buyer makes no warranty that the production of goods according to the specification will am 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 inftingcmeru of the hkro_ If Seller is of the opinion that as infringement or the hike will result he will notify the Buyer to this effect in writing within two weeks after the signing of this agteemeriL if Buyer does not roeeive notice armd u wbaequcotly heW li" forthe inhinganart or rho like. Seiler will ague Buyer hnnolesL If Seller ten good drab asccvtafoa the production of the goods in aocadsnoe with the specifications will result In. mfteaement or the Ike. rho contract distill be mu and void 12, RIGHT OF INSPECTION. Buyer shalt have the right to inspect the goods at delivery before accepting them, 13. CANCELLATION. Buyer shall have the right to cancel for default all or may part of the u dethwed portion of this order if Seiler' I any of tha terms bawl'including warranties of Seller or if the Seller becomes inolvem or commas acs of baaimgkcy. Such r9ght of caaallarieo Is In addition to and not in lieu of my other memcdies which Buyer may have in law or equity. 14. TERMINATION. The performance of work under this oaeler maybe terminated in whole, or in part by da Buyer in nocardswe with this provision. Termination of work hereunder shall be effected by the delivery of are Seller of a "Notice of aintktafioa" spccifying the extent to which performance of work under rue order is terminated and the dress upon which such termination becomes effective Such right or termination is in addition to and not m lieu of the rights of Buyer sal fads in Class 13. herein. 15. FORCE MAJEURE. Neither party shall be held responsible far losses, resulting if the fulfillmat army terms of provisions of this contract is delayed or prevented by my cause not within the control of the party whom performance Is interfered with, and which by the exercise of reasonable diligmce said party is unable to prevent. 16. ASSIGNMENT -DELEGATION. No right or Interest in this contract steal be assigned or delegtalan of my obligarfao made by Sella widnma the wrim m pmiWiWonof ds Buyer. Any attempted assignment or delegaddon by Seiler shall be wholly void and totally inrefinxtive for all purpose unless mode In confermilyy with this paragraph. 17, WAIVER. No claim orright arising out of a breach of this contract can be discharged in whole or In part by a waiver or renunciation of trio claim or right micas the waver or renunciation is supported by consideration and is in writing signed by the aggrieved party. 19. INTERPRETATION -PAROLE EVIDENCE. This writing. phis my spniflentima for bids and performance provided by Buyer in its advertisement for bids, and any other documents provided by Seller as part of his bid, in intended by the parties a a final "Ism- saes of nheir agreement and intended also as a compkae and exclusive sateenent of rho teen of then agreement. Whareva a terns defined by am Uniform Commercial Code is used in this agreement, die definidom contained in the Code Is to eornoL 19, APPLICABLE LAW. This agreement shag be governed by the Uniform Commercial Code. Where ever the tam "Uniform Commercial Code" is used. a shall be caetnnued as meaning the Uniform Commercial Code as adopted in the Stateof Tess n etrective aad in farm on the date of doh agnorsommi . 20. RIGHT TO ASSURANCE Wbcncva one party to data contract in good Tft4r has remson to question the other party's intent to perform he way demand that the other party give written asrtrance of his intern to perform in done event that a demand is made and no a•suranco is given within five (5) days, the demanding laary may hied this fsfhure as an anticipatory repudiation of 0s contract 21. INDEMNIFICATION. Seller shalt imkmaify, keep and save harmless rho Buyer. Its agcosa, officials and employees, against all Injuries, deaths. lum damages claims, patent clohrs, suits, liabilities, judgments, costs and expenses, whiff may in anywise accrue against the Buyer in consequence of the gnmHng of this Contact or which may anywise result dwmftmm* whether or not It shah be alleged or determined that the act was caused through negidgmter or omission of the Seiler or its employees, or of the sub9eller or assignee or its mmployea, if goy, and the Seller shall, at his own expau s, appear, defend and pay ad charges of attorneys and all costa and other expenses wising therefrom of tocurvd. in connection therewith, and, if my judgment .shall be rendered aping ds Buyer im my such action, the Seller steal, at its own expeosa, satisfy and discharge the same Sella exprssly umdersia ds and agrees dot any bond mquircd by this contract, or otherwise provided by Sella. Audi in no way limit the respoesikrility to imemnify. keep and save harmless and defend the Buyer as btrefm provided 22. TIME. It is hereby expressly agreed and understood that time is of the esseuee for the performance of this enact. and failure by contract to mod the time spocifieatims of this agreement will cause Soler to be le default of this agratnam 23. MBE. The City of Lubbock hereby notifies all bidders that in regard to any comhacf entered into pursuant to this requeaf, minority and women busineea aitaptixa will be sfTorde d equal oppor wing to submit bide in response to this invitation and will not be discrnnhuded against on the grounds of race, color, sex or natural origin in consideration form award Rev. 08/20p5 !AF-A.MA 14ci f Lubbock PURCHASE ORDER TEXAS TO: BAKER OFFICE PRODUCTS PO BOX 1920 LUBBOCK Texas 79408 INVOICE TO: CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 Ordered 07/29/2011 Freight Requested 08/25/2011 Taken By Delivery PER BEACH_S REQ 37961 _ Description/Supplier Item TSAPF6624 STEELCASE 66X24 TSA WLR2466 STEELCASE WSSTRAIGHT TSAWLR2448 STEELCASE WS STRAIGHT TSAPS1224G STEELCASE STACKER 12X24 TSAPS1242G STEELCASE STACKER 12X42 TSASUB48L STEELCASE BIN KICK 48" TSASUB24L STEELCASE BIN KICK 24" TS2PBBF22U STEELCASE PEDESTAL Page - 2 Date - 08/17/2011 Order Number 10003411 000 OP Branch/Plant 1611 SHIP TO: CITY OF LUBBOCK MUNICIPAL BUILDING -REAR DOCK 1625 13TH STREET ROOM L06 LUBBOCK Texas 79401 BY: D GAMBOA CONTRACT # 8921 Ordered Unit Cost UM Extension Request Date 3.000 482.0000 EA 1,446.00 08/25/2011 6.000 257.0000 EA 1,542.00 08/25/2011 6.000 189.0000 EA 1,134.00 08/25/2011 5.000 421.0000 EA 2,105.00 08/25/2011 3.000 538.0000 EA 1,614.00 08/25/2011 4.000 476.0000 EA 1,904.00 08/25/2011 4.000 399.0000 EA 1,596,00 08/25/2011 3.000 414,0000 EA 1,242.00 08/25/2011 TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK TEXAS Seller and Buyer agree as follows: 1. SELLER TO PACKAGE GOOM Sella will package goods in accordance with good commercial practice. Each shipping contains shall be clearly and permameutly marked as follow+ (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 cornamem e.g. box I of 4 boxes, and (di the number of the container bearing the packing slip. Seiler shall hear cost of pwko&g milss otherwise provided Goods shall be suitaWY packed to secure lowest transportation coats said to conform with requirements of conmhoa carriers and any applicable specifications. Buyer's countor weight shall be final arsd conclusive an shipotemn not seoernepankti 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 opeeate as a taller of goods. J. TITLE AND RISK OF LOSS. The title and risk of lens of the goods shall not pass to Buyer until Buyer actually receives and taken possession of the goods at the point or points of delivery. 4. NO REPLACEMENT OF DEFECTIVE TENDER. Every imder of delivery of goods mum Fuly comply with all provisions of this contract as to time of delivery, quality and the like. If tender is made which does riot fully conform this shidl constitute a breach and Seller shall not have the right to substitute a conforming ender, provided, where the time for performance hag not yet expired, rite Seller may reasonably aotiiy Buyer of his intention to cure and may then snake a conforming tender within the contract time but not aflrward. S. INVOICES 3 PAYMENTS. s Seller shall submit scpsnx invoices, in duplicate, one care 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 iternized and transportation charges, if airy, shall be listed separately. A copy of the bill of lading, and the freight waybill when applicable, slaadd be adwhed to the invoice. Mad To. Accou in 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 firm of ente tainmeet, gifts or otherwise, were offered or given by [be Seller, or any agent or representative of the Seller. to any oincer or employee of the City of Lubbock with a view to securing a contact or securing thvorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performing of such a contract. Indic event this contact is canceled by Buyer pureuast to this provision. Buyer shall be enNlled in addition to any other righ4 and retoodies, to recover or withhold the amount of the cot incurred by Seiler in providing such ttratuiti- 7. SPECIAL TOOLS d' TEST EQUIPMENT, if the price stated an the face heeof includes the cost of any special tooling or special test equipmKnt 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 area, to the extent tkasdrle shag be identified by the Seller as such. g. 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 proem on orders by osiers for products of the kind and specification covered by this agreemest for similar quantities under similar of like conditions and methods of purchase. in the event Seller breaches this warranty, the pricer of the items shall be reduced to the Sella's current prices on orders by other, or in the alternative_ Buyer rosy cancel this c minset without liability to Sella far breach or Settees actual expense. b. The Seller warrants that no peaces or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding ng for cawnLsk m, percentage, brokerage, or contutp t fee excepting boos fide employees of bons fide established commercial or selling agencies maintained by the Sella 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 caned this contract witbmd liability and to deduct hum the contract pries, or otherwise rveoverwithout liability and todeduct ffnm the contract price, orotherwise recover tho fig amount of such comminkm percentage. brokerage ortxmtingent fee. 9. WARRANTY -PRODUCT. Seiler shill 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 wsrrmto that the goods Banished will conform to the specification, drawings, and descriptions listed in the bid imvintioo, and to the maple(*) f tridshed by the Seller, if any. To the event ofs conflict or between the speaficaticns, dmwmgb and descriptions, the specifsatiow slut) govern, Notwithstanding soy provisions contained in the contractual sgraoseat, the Seller represents and warrants fault -flee performance and tkuh-five result in the peocessmg date and data related dam (including, but oot limited to cakulatmg, comparing and sequescimg) of all hardware, software aid firmware products delivered and services provided under this Contract, individually or in combination, as the case may be Rom this ei scitve date of this Conrad Also, the Seller warrants the year2000 calculations will be recognized and accommodated and will not, in any way, remit in hardware, software or Minwom fhihae. The City of Lubbock at its sole option, may require the Seiler, at any time, to demonstrate the procedures, is intends to follow in order to comply with all the obligations contained limits. The obligations contained herein apply to products and services provided by the Seller. its sub -Sella or say third party involved in the creation or development of the products said services to be delivered to the City of Lubbock under thisContract Faihae to copy 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 riot limited to, its right pertaining to termination or default The warranties contained herein are separate and discrete from any ether warranties specified Lit this Contract, and are riot subject to may disclaims of warranty, implied or expressed, or limitation of the Seller's liability which may be specified in this Corset its appendfas, its schedule, 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 promidgated by the U. S. Department of Labor uotl r the Occupational Safety and Health Act of 1970. la be event the product does not conform to OSHA standards, Buyer may return the ptodoct for correction or repiscement at the Sell a'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. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As part of this contract for sale Seller agrees to ascertain whether goods manufacttned in accordance with the specifications anti died to this agreement will give rise to the rightful claim of any third person by way of irifteemrnt of the like. Buyer makes no warranty list the production of goodii 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 Sella is sued on the grounds of infringement of to like. if Seiler u of the opinion that an infringement a the lire will result. he will aotity the Buyer to this effect in writing within two weeks after the Agesins of this agreement. If Buyer toes not arrive notice and is subsequently held liable for the intingement or the like, Seller will save Buyer h wmksL If Sella In goad IYith a certuns tic production of the pods In accordance with the specifications will reach in bnft scriserit or the like, the ci mmed shall be null and void 12, RIGHT OF INSPECTION, Buyer shall have the right to inspect the goods at delivery before wing due. 13. CANCELLATION. Buyer shall have the right to cancel for default all or any pay of the undelivered portion of thin order if Sella breaches nay of the terns hereof including warranties of Sella or if the Seller becomes insolvent or commits aefa of bankruptcy. Such right of cancellation is in addition to and not in lieu of any otter remedies which Buyer may have in taw or equity. 14. TERMINATION. The perfmnmce of word[ 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 perfamwhce of work under the order is terminated and the date upon which such termination bexxpma effective. Such right or terinizedon is in addition to and not in lieu of the rights of Buyer set forth in Clause 13, herein. 15, FORCE MAJEURE Neitha peaty shall be held rc* maiblefor losses, resulting if the fulfrllmeat of aqy tarns of provisions of this contract is delayed or prevented by any cause not within the control of the party whose performance i+intetfered with, and which by the exercise of rtascriable dill gma said party is unable to Prevent. 16. ASSIGNMENT -DELEGATION. No right or interest in this contract shall be assigned or drkgadm of say obligation mode by Sella without the writea permiarlm of flea Buyer. Any attemglaed assignment or delegatim by Seller shall be wholly void and totally inflective for all Purpose ualtis made In conformity with this pmsgrapb. 17. WAIVER. No claim or right wising out of s breach of this contract can be discharged in whole or in part by a waiver or feemmciatkon of the claim orright unless dte waiver or renunciation is supported by consideration and is in writing signed by the aggrieved peaty, 18. INTERPRETATION -PAROLE EVIDENCE This writing, plus any specificariwns for bids and performance provided by Buyer is its advertisement for bids, and any other documents provided by Seger to part of its bid, is Intended by the parties as a final expression of their agreeepherrt and intended aloe as a r-ompkte and exchraive statmnmt oFthe trains of th cir agree rrtanl Whenever a terra defined by the Uniform Commercial Coda is used in this agreemenL die definition contained in die Code Is to control. 19. APPLICABLE LAW. This agreement shall be governed by the Uniform Commercial Code. Where everthha tam "Uniform Commercial Code" is used, it shall be construed ae meaning the Uniform Commercial Code as adopted in the Scam of Texas as effective aed in faze an the dons of this agreement. 20. 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 dmmd that the other party give written assurance of his intent to peaf x in the event that a demand is made and no assurance is given within five (5) days. the demanding party may treat this (clime as an anticipatory repudiation of the contract 21. INDEMNIFICATION. Seller shall indemnify. keep and sure harmless the Buyer, its agents, officials and employees, against aft injuries, deaths, tow demasm, claimr, patent claims, suits, liahilitin, judismeneM costs send experuaes, which may in anywise actress against tie Buyer in consequence of the sraating of this Conrxt or which mry anywise result dwcftooL whether ormot it shall be alleged ordeter inod that the act was caused through ncihpe oe oromission of the Sella or its employees, or of the mb$elkr or misuse or its empbyces, if my, and the Seller shall, at his owls expense, appear, defined and pay all charges of attorneys and all costs end other expenses arising therefrom of incurred in connection therewids,"if my judgment shag be rendered against the Buyer in any etch maim the Seiler shag, art its own expenses, satisfy and discharge the same Seller expreasly, understands and agrees that say band required by this context', or otherwise provided by Sella, shall in no wry limit the responsibility to indemnify, keep and save harmless and defend the Buya as herein provided 22. TiME. It is hereby expressly agreed and understood that time is of the cuesm far the ptrfmrmanoc of this conbad, and failure by contract to meet the time spaiflrffions of this agueentml will caws Seller to be in default of this agreement. 23. M BE. The City of Lubbock hereby notifies all bidders that in regard to say contact 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 he discriminated against on the grapmh of race, color, sex or natural origin in wnsideralim for an award Rev. 09/2005 city Of hibmfi�ck PURCHASE ORDER TIXAI Page - 3 Date - 08/17/2011 Order Number 10003411 000 OP Branch/Plant 1611 TO: BAKER OFFICE PRODUCTS SHIP TO: CITY OF LUBBOCK PO BOX 1920 MUNICIPAL BUILDING -REAR DOCK LUBBOCK Texas 79408 1625 13TH STREET ROOM L06 LUBBOCK Texas 79401 INVOICE TO: CITY OP LUBBOCK ACCOUNTS PAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 BY: Ordered 07/29/2011 Freight Requested 08/25/2011 Taken By D GAMBOA Delivery PER BEACH_S REQ 37961 CONTRACT # 8921 Description/Supplier Item TS2PFF22U STEELCASE PEDESTAL FILE/FILE TSATCANT STEELCASE CANTILEVER TSATH2711 STEELCASE LEG 1IX27 TSATSIDE STEELCASE WORKSURFACE SIDE TSATPL14 STEELCASE SUPPORT INLINE 14 TSAPF5448 STEELCASE PANEL 54X48 TSAPF5448 STEELCASE PANEL 54X48 TSAPS 1248G STEELCASE STACKER 12X48 Ordered Unit Cost U_M Extension Request Date 3.000 393.0000 EA 1,179.00 08/25/2011 7.000 84.0000 EA 588.00 08/25/2011 3.000 155.0000 EA 465.00 08/25/2011 12.000 33.0000 EA 396.00 08/25/2011 6.000 61.0000 EA 366.00 08/25/2011 2.000 509,0000 EA 1,018.00 08/25/2011 1.000 629.0000 EA 629.00 08/25/2011 3.000 569.0000 EA 1,707.00 08/25/2011 TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK. TEXAS Seller and Buyer agree as follows: 1. SELLER TO PACKAGE GOODS. Seller will package Foots in axordmw with good commercial practice. Each shipping container shall be clearly and permanently matted as follows (a) Seder's name and address, (b) Consigme's name. mddfreaa and purchase order or purchase release number and the supply agreement number if applicable. (c) Container number and total number of costar e.g, box l of d boxes, and (d) the number of the cootainn bearing the packing slip. Sella shall bear cast of packegvta an less otherwise provided. Ganda shag be suitably packed to secure lowest rm+rywtaslon costa and to conform with requirements of comhow carriers mod any applicable specifications. Buyer's contact or weight shall be finial and conclusive on shipments not amoaparded by packing lams, 2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not authorized to ship the goods under reservation atd no tender of a bill of lading will operate a a tender of Foods. 3, TM.E AND RISK OF LOSS. The title and risk of Iceir of the goods shall not pan to Buyer until Buyer actually receives and takes possession of the goods a the point or points of delivery. s. NO REPLACEMENT OF DEFECTIVE TENDER, Every lender of delivery of goods mast Rally comply with all provisions of this contact as to doom of delivery, quality— de hilts. If ■ tender ismade which does riot tally con fban, this shall constitute a breach and Seller shell trot have the right to substitute a conforming tender, provided, where the time for performance has not yet expired, the Seller may reasonably nobly Buyer of his intention to curt and may that make a conforming lender within the wntrn A time but not afterward 5. INVOICES h PAYMENTS. a. Seiler shalt submlt separate invoices, in duplicate. one each purchase orderer purchase reins after each delivery, invoiaa shall indicate the purchase order or paeham telaue number and the supply agreement number if appikw6M. htvW= shall be itemised and transportation charges, if any, shall be listed separately. A copy of the bid of lading, and the freight wayWil when applicable, should be attached to tla itvoioc. Mail To; Amount, Payable, City of Lubbock, P. O. Box 2M, Lubbock, Texts 79457. Payment "I not be due maul the above instruments ate submited aft r delivery. 6. GRATUITIES. The Buyer may, by written notice to the Seller, cancel this contract without liability to Salina if it is determined by Buyer that gntwtiea, in rho form of entaumnrent, gifts or otherwise, were offered or given by the Seller, err any agent or mTrachhtattve of the Sella. to my effect or employee of the City of Lubbock with a view to maturing a contract or securing favorable fteru neat with m pea to the awarding or ameedin& or the making of my deteamioatioem with respect to the performing of such a contract In the evert this Contract is canceled by Buyer pursuant to his prcwisien, Buyer "I be emitted. in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by Seller In providing sick ipaluities. 7. SPECIAL TOOLS d TEST EQUIPMENT. If the prko armed on the face hereof includes the coat of any special moiling or special test equipment fabricated or required by Sella for the purpose of filling this order, such special tooling equipment and my process sheet related thereto shall become the property of the Buyer acid to the extant feasible shall be identified by the Sella as sorb S. WARRANTY -PRICE. a The price to be pail by the Buyer dull be that contained in Seilcr's bid which Sella warrants to be no higher than Seller's currant proem on orders by others for pmdtnct 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 he Seller's nrrtmt Prices on orders by others, or in the alternative. Buyer may cancel ibis contract without lunbility to Seller for breach to Seller's actual expense b. The Seller warrant ilia no person or wiling agency has been employed or retained to solicit or secure this contract upon as agreement or tmdeamoding forco maiuiea, percentage, brokerage. orcominp a fee excgOng bans fide cmployees of born tide eatabltdW commeciat or selling agenelea maintained by rite Sailer for tro parwhe of securing businms. For breach of vicimtim of this warranty the Buyer shill have the right in addition to rimy otter right of right to caad this contract without liability earl to deduct from the canoed price, or otherwise recover without liability and to deck from the contract price, orotherwise recover the full amount of such oor mssioe, percentage, brolterage or comtmlpmt tea 9. WARRANTY -PRODUCT. Sella shah ant limit orexclude any implied warrmtks and any attEmp to do so shall tender this contract voidableal the optirnr of the Buya. Solt r warrants that the goods fumished will conform to the specification, drawings, and deruiplima Weed in the bid invitation, and to the runpk(s) ftmaishol by the Seder. if any. In the event of a conflict or between the specifications, drawings, and descriptions, the grcciflcatioae shad guvat. Notwithstanding any provisions contained in the contractual sgeemcet, the Seller represent and who. fault -eke performetx and fine -see result in the processing data and dace related data (includlns, but not limited to cakwlating, comparing and sequencing) of all ha'dwero, software and firmwam produash delivered and services provided under this Coutau, individually or in comiNamian, as the case may be her the effective date of this Contact. Also. the Seller warame the yer:2000 call +seines will be recognized and accommodated and will mot. in anyway, result in hardwmne. software or lhmwae failum The City of Lubbock st it sok option, may require the Seller, at any time to demonsarme the goes&= it intends to fallow in order to comply with ad the obligation contained herein. The obligations contained herein apply to products and s n*m provided by the Seller, its sub -Seller or stay third party involved in the can or development of the products and schvims to be delivered to the City of Lubbock under this Contact. Faihue to comply with any of the obligalkm contained herein, may result in the City of Lubbock availing itself of sty of it right under the taw and under this Coc Lace including, but teal limited to, its right pertaining to termination or default - The warranties contained harem as separate mad discrete from my other warranties specified in hs Canted, and am not subject to rimy disclaimer, or warranty, implied or expressed, or limitation of the Sellers liability which may be specilled in this Contract, its appendices, its schedules, its annexes or any document incorporated in this Contact by refeeoce. 10. SAFETY WARRANTY. Seiler warrants that the product sold to the Buyer shall conform to the standards promulgated by doe U. S. Dcptutment of Labor under the Occupstieaal Safety and Health Act of I M. la the event the pendud does not conform to OSHA standards Buyer may return the product for cot tam or replacement at the Seth's expense la the event Seller fail to make the appropriate cotte-tion within a reasonable rime, oorrectinn oteda by Buyer will be at the Seller's exporter I I. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As part of this caturact for sale Seller agrees to aeoertain whether soots mmufxtured in arxordatsee with the specification uucbed to this apt, will give riles to the rightful claim of any third person by wsy of ineiagemet of the lit Buyer makes no warranty that the production of floods according to the specification will not give rise to such a claim, mod in no event shall Buyer be liable to Seller for radttnaifimtimm in the event that Seller is sued on the pounds of in&irgetotnt of the likes If Selier is of the opinion thm an infritganiemt or the ISa will result. he will notify the Buyer to this effect in writing within two weeks after the signing of this agreemt st. If Buyer does not receive notice mid is subsequently held liable for the infiingement a the like6Sdkr will save Buys betakes. If Seller in good &silk aacaruius the production of tee goods In amardmac t with the spicificaliatn will result in tall ingirm m or the I" the contract shall be null and void. 12. RIGHT OF INSPECTION, Buyer shall have the right to inspect the goods at delivery before accepting them. 13- CANCELLATION. Buyer shall have the right to carte( far default all or any pan of the undelivered portion of this order if Seller broaches my of the berme hereof including warranties of Sel la or if the Seiler becornes insolvent or commits acts of bankrupacy. Such right of cascelstioa is in addition to and not in lieu of any other remedies which Buyer may have in Inv or equity. 14. TERMINATION. The performance of work under this order may be tatmiaated in whole, or in part by the Buyer in accordance with this provision. Termination of work hereunder dull be effected by the delivery of the Seller ore "Notice of Tetmiration" Vecilying rho extent to which performance of work under the order is terminated and the date upon which such lamination becomaa cfrective. Such risk or termination is in addition to and not in lieu of the riglw of Buyer set forth in Clause 13. herr:m 15. FORCE MAJEURP. Neither party shall be held responsible for losses, resulting if the fumikoert of my rate orprovsiom of this contrecl is delayed or prevented by any cause riot within the control of the party whose performance is interfered with, and which by the exercise of reasonable dill Fmce said party is unable to praveat. 16. ASSIiNMENT-DELEGATION. No right or interest in this canlract shall be assigned or delegation of any obligation made by Seller witbmd the written personation of the Buyer. Any attempited assignment or delegation by Seller shall be wholly void and toWy iefTcetive for all purpose =ban made Inconfrrmiy with this paragraph, 17. WAIVER. No claim or right slain$ out of s brwA of this contract can be discharged in whole or in part by a waive or mouncitticin of the calm a right unleaa rim waiver or ranroeiaaion is supported by consideration and is in writing signed by tie agtai rmd party. IS. INTERPRETATION -PAROLE EVIDENCE. This writing, plus any specifdcatiow for bids and peforttwce provided by Buyer in its advertisement for hide, and any other documents provided by Sella as part of bit bit$ is intended by the parties as a final expression of their slpeemeht and intended also m a complete and exclusive sbMememt of the to oftheir apearient. Whenever a lam defined by the Uniform Commercial Cork is used in this agpeement, the definition contained in the Cods Is to control. 19. APPLICABLE LAW. This speathent shag be gm'amd by the Uniform Commercial Code. Where ever the tam "Uniform Commercial Code" is used it shall be construed as meaning the Uniform Cotmha rc W Code n adopted in the Sere of Texas as effective and in force m the doe of this agreement. 20. RI40Kr TO ASSURANCE. Wbaaever am pay to his contract in good dials has reason to questm the other party'a intent to perform he may demand that the other parry ghro written assurance of hs intact to pafom to the evert dun a demand is muds and no asaaaace is given within fen (5) drys, the demanding party may teat this Nilae as an anticipatory relvAutoe of the coataG. 21. INDEMNIFICATION. Sella shall mclearnity. keep mod save harmless this Buyer its agent4 officials and employees, against all Wurim deedw loos, done ^ claitm, perm claims, suits, liabithiss, judgment, costa and expenses, which may in anywtse am me against the Buyer in com segnemca of the pricy mg of this Coated at which nary anywsa remh dmveom, whether or not it shad be alleged or determined that the no was caused hroegh negligemee or omission of the Seller or its arv*as, or of the subSella or suipea or its empimyom if any, and the Seller shall, at his own expense, appear, defend and pay all charges of attnmeys and all coma and other expenses arming thaeftom of incurred in catna^timm therimW and. if any judgment shag be tendered against the Buyer in may such acxim, the Seiler shall, at its own exporms smsfy and discharge the same Sellar expressly u ddmatvs and arms that rimy bond required by this contract, or otherwise provided by Seller, shall in no way limit the responsibility to indermily, keep and save harmieaa and defend the Buyer the heron provided 22. TIME. h is hereby expressly agrees and understood that time is of the essenro for the pert'ormsace of this dwmtraat and Failure by contract to next the time specifkJtiou of this agreement wi6 cause Seller to be in defanit of this agrce1110t . 23. MBE. The City of Lubbock hereby notifies ail bidders that is regard to any contract etercd into pursasmt to this request, minority and women bruseea en t rprims will be afforded equal opportumitiea to submit bids in response to this invilatlom and will not be discriminated against on the grtanda of nee, color, sex or neural origin in consideration for an award Rev. 08/2005 city of ubbock PURCHASE ORDER flR rUAS TO: BAKER OFFICE PRODUCTS PO BOX 1920 LUBBOCK Texas 79408 INVOICE TO: CITY OP LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 Ordered 07/29/2011 Freight Requested 08/25/2011 Taken By Delivery PER BEACH_S REQ 37961 Page - 4 Date - 08/17/2011 Order Number 10003411 000 OP Branch/Plant 1611 SHIP TO: CITY OF LUBBOCK MUNICIPAL BUILDING -REAR DOCK 1625 13TH STREET ROOM L06 LUBBOCK Texas 79401 BY: CONTRACT # 8921 De_ scription/Supplier Item _ _ Ordered TS219425 17.000 STEELCASE LATERAL FILE TSAPTC66 8.000 STEELCASE TRIM VERTICAL 66" TSAPTE66 6.000 STEELCASE TRIM VERTICAL 66" TSAE98669 1.000 STEELCASE BASE POWER TSAE31DA15S 1.000 STEELCASE RECEPTACLE TSAE32DA15S 1.00C STEELCASE RECEPTACLE TSAE33DA15S 1.000 STEELCASE RECEPTACLE TSAPF4248 1.00C STEELCASE PANEL 42X48 D GAMBOA Unit Cost Um Extension Request Date 1,790.0000 EA 30,430.00 08/25/2011 67.0000 EA 536.00 08/25/2011 46.0000 EA 276.00 08/25/2011 236.0000 EA 236.00 08/25/2011 193.0000 EA 193.00 08/25/2011 193.0000 EA 193.00 08/25/2011 193.0000 EA 193.00 08/25/2011 569,0000 EA 569.00 08/25/2011 TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK TEXAS Seller and Buyer agree as follows: 1. SELLER TO PACKAGE GOODS. Seller will package goods in accordance with good commercial pactice. Each shipping contains %half be clearly and permanently marked as follows (it) Salmi's name and address (b) Comsipmee's name, address and purchase order or purchase release numbs and the supply arent err t number if applicable, (c) Coatainer number and total number of costaine s. e.g. box 1 of 4 boxes, and (d) die number of the container hewing die packing slip. Seller shall bcacost of packaging wdea otherwise prmvided Gooch abet be suitably packed to secure lowest tmurrpomtatioma costs and to conform with requires. tsof common crrien and any applicable specifications. Buyer's came or weight shall be find ad conclusive on shipanmte not accompanied by poking lists 2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is riot authorized to ship the goods wader reservation and era tender of a bill of lading will operate as a tender of goods 3. TITLE AND RISK OF LOSS. The title and risk of lone of the goods shall riot 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. Everyherder of delivery of gouda mmit fully comply with all provisions of this contract as to time of delivery, quality and the mete. If a tender is made which does not fidly conform, this shall constitute a breach and Seiler shall Pot have the riellis 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 these make a conforming lender within the contract time but not aflerwar& S. INVOICES R PAYMENTS. a. Sella shall submit separate invoices, in duplicate. one each purchase order or purchase releseo after eaudr delivery. Invoices shall indicate the purchase order or purchese rekaua number and the supply agneemwf number if oppliable. invoices shall be ltemiled and transportation charge, if any, shall be listed sepmaely. A copy of the billof ailing, and the freight waybill when applicable, should be attached to the Invoice. Mail To. Accounts Payable, City of Lubbock. P. 0. Box 2000. Lubbock Texas 7%57. Payment shall not be due until that above instruments are submitted afler delivery. 6„ GRATUITIES. The Buyer may, by written notice to the Seller, cancel this contract without liability to Seller if it is dcwmmed by Buyer that gratuities, tu die farm of entertainment, gifts or otherwise, were offered or giver by the Seller. or any agent or representative of the Seiler. to any officer or employee often City of Lubbock with a vier, to securing a contract or securing favorable trane'with respect to the awarding or amending. or the making of any determinations with. to the performing of such ■ cantrace la the event thin 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 eirebutim 7, SPECIAL TOOLS d TEST EQUIPMENT, if the plea sated on dw faro hemaf includes the cost of any special tooling or special tend equipment f thrkaied or required by Seller far the purpose of fining this order. such special tooling equipment and any process slices related thereto shall Icome the property otth Buyerand to the extent feasible dull be Identifleti by the Seller a sweh. 11. WARRANTY -PRICE. a The price to be paid by the Buyer shall be that contained In Wier's bid which Seller warrens to be mo higher them Seller's cmrewproem on onies by othersforproductsof the kind and specification covered by this agreement for similar quantities under similar of like conditions and methods of purchase. In the event Seller breathes this warranty, the prices of the items shall be reduced to the Server's currem pica on orders by others, or in the alternative. Buyer may cancel this contact without liability to Seller for breech or Seller's actual expense. b. Thar Seller warrants that no person or .selling agency has freer employed or retained to solicit or secure this contract upon an agreement or uaderatatdieg for commission, per=tage, brokerage, or cmtiaylmt fee an bows fide empleym of bans fide established commercial or selling agencies maintained by the Sella for the purpose of securing buain— For broach of vitiation of this warranty the Buyer shall have the right in addition to say odor right of right, to cancel this contract without liability and to deduct Bon the contract price, or otherwise recover without liability and to deduct bom ton con&m prke, or ethawise recover the Aid amount of such commission. percentage, brokerage or contingent fins. 9, WARRANTY -PRODUCT. Sella shall one limit or exclude any implied warranties and any attempt to do so shall reader this contract voidable at the option of the Buyer. Seller warranIn then the goods furnished will wofbrm to de specified m, drawings, and descriptions listed in the bid invitation, and to the sample(s) furnished by die Seale if my. In the event of a conflict or between due speciftcatlams drarrisgs and descriptions, the specifications shall govern. Notwithstanding any provisions contained in the contractual specment, the Seller represents and warrnts faun -One pafermmee and fink -free msuk in the processing dam amd diet related data (including, but net limited to alcuhilint6 comparing and sequencing) of all hrdwre, software and flemwre produces delivered and services provided under this contract, individually or ion combination. as the rase troy be from the etlkcdve dam of tbfa Comrad. Also, the Seiler worm. the year2000 calculations will be recognized nd accommodated and will not, in any way, result in hardware, software or firmware Whim Tfe City of Lubbock at is sole option, may require the Seller, at my time, to demonstrate tie procedures it intends to follow in order to comply with all the obligations contained herein. The obliptiats crosoed herein apply to products and services provided by die Sella, is su&&Ikr or any third party involved in the creation or development of the produces and services to be delivered to the City of Lubbock under this Connect Failure tocomply ply with sty of the obligadom contained herein. may result in the City of Lubbock availing itself of any of its righea under the law and under this Contract Including, but mot limited to, is right pertaining to termination or default. The warranties conmmed herein re separate and discrete from any other warranties specified in this Contract, and a e am subject to any disclaimer of wartety, implied or expensed or limitation of hue 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 the the product sold to the Buyer shall conform to the standards promulgated by the U. S, Deparonem oftabor abrr under the Occupational Safdy and Health Ad of 1970. In die event the psodtwt 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 die 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 part of this contract for sale Seller agrees to ascertain whether goads mamufacnaed in accordance with the specifications attached to this agreemant will give rise to the righttid claim of any third pnrsi i byway of itifteemmt of the like. Buyer makes no warranty that the production of goods according to the specification will one give rise to such a claim and In no evwt shall Buyer be liable to Seller for ledmmifka lm in the event that Seller is sued on due pounds of inttingtrmem of the like. If Selma is of the opinion duo an in0ingnnaent or the Mae will result. he will notify the Buyer to this effect in writing within two weds after the signing of this agreement. If Buyer don not twelve notice and is subsequently held liable for the infra tpmm or tho beta Selkr will care Buyer harmless. If Seller its good frith ascatakis the prod uctim of the goods in accordance with the specifications will result it bdhimgeme 'or the like, the contract shall be null and void 12. RIGHT OF INSPECTION. Buyer shah have the right to inspect the goods at delivery before accepting them. 13. CANCELLATION. Buyer shall have the right to cancel for default all or any part of the undelivered portion of this order if Seller breaches any of the tenor hereof irickding warrantk of Selha orif the Seller becomes iosolvmt or commha ace of bnk>uptcy. Such right of cancellation is In addition to and not in lieu of any other remedies which Buyer may have to law or equity. 14. TERMINATION. The performance of work under this order may be terminated In whole, or in part by to Buyer in accordance with this provision. Ternriaatim of work hereunder shall be effected by the delivery of the Seller ore "Notice of?dminstira" speeifyhrg the extent to which performs ce of work under the order is terminated tad the dam upon which such termination becomes effective. Such right or termination is in addition to and not in lieu of the rights of Buyer act firth in Clause 13, herein. 15. FORCE MAJEURE. Neither party And be held iesponaible for lessee, resulting if the fulfil leaemt of any t , of provisions of this contract is delayed or prevented by any cause not within the control of the parry whose performance is interfered with, and which by the exercise of renonahle diligence stud party is unable to prevcat. 16. ASSIGNMENT -DELEGATION. No right or interest in this contract shall be assigned or d ekgenicn of any obligation made by Sally without rho writes pamiaaict of the Buyer. Any attempted assigmmrse or delegation by Seller shall be wholly void and totally ineffective for all purpose rakes made to conformity with this paragraph. 17. WAIVER. No claim or right arising out ore breach of" contract can be disci aRad in whole or In part by a waiver or renunciation of the claim or risk unless do waiver or renunciation is supported by consideration and is In writing stpod by its aggrieved pate'. 18. INTERPRETATION -PAROLE EVIDENCE. This writing. plus any specifications for bids and perAxweasce provided by Buyer in is advertisement for bids, and any other documents provided by Seller an part of his bid is intended by the parties as it final expression of their agreement and intended also es a complete and exclusive statement of the to of their agreement. Whamav r a term defined by the Uniform Coeur ercial Cade is used in this agletnmerme. die definition, contained in the Code is to control. L9, APPLICABLE LAW, This agreement shall. be goverrhed by the Uniform Commercial Code. Whore aver the ham "Uniform Commercial Code" is used, it shall be construed a meaning the Uniform Commsciht Code as adopted in the State of Texas as effective and in forte of the dam of this agrect caL 20. RIGHT TO ASSURANCE. Whenever one party to this contract in good rath has reason to question the other prty's intent to perform he moray demand that the other perry give wrium assuranca of his intent to perform. In the event dhat a demand is made and no assursoce is given within five (5) days, the demanding party may treat this fsdure as an anticipatory repudiation of the contract. 21. INDEMNIFICATION. Seller shall indemnity, keep and save harmlw the Buys is agents. off dais and empioym, against all injuries, d caths, loss, don m claims patent claims, suits. liabilities. Jidgpaeaq, coats and expemes which may be anywise accrue against the Buyer in consequence of the granting of this Contract or which may anywise m4sk tuerd rom, whether or not it shall be alleged or determined that tls act wen caused duo* negligence or omission of the Seller or its employees, or of the subSeller or asiginne or Is employees, if any. and the Seller shall, at his own expense, app st defend and pay all charges of attorteyte and all cosh and other expenses arising therefrom of incurred in connection ttidmwith, end, if my imdgent And he readwed. apaisl tide Buyer in my such adios, to Seller shaft. at its own expenses. satisfy and dWJuw p the same Seller expressly underetasds and agrees that any bud required by this ccntreet, or otherwise provided by Sella, shall it no way limit the .eappnaibility to undemnihy, keep and save harmless and d of aid the Buyer as herein provided. 22. TIME. his hereby expressly agreed and understood diet time is of the essence for the performmce of this contract, ad failure by contract to meet the time specifications of this agreement will cause Seller to be In default of this ag^eemment, 23. MBE The City of Lubbock hereby notifies all bidders dot in regard to any contract entered into pursuant to this request, mipserity and women business cakrprists will W afforded equal opportunities to submit bids in response to this invitation and will not be discriminated against on the gmmda of race. color, sex or natural origin on consideration for in award Rev. 08/2005 140- ity of 1ubBkaPURCHASE ORDER TE TO: BAKER OFFICE PRODUCTS PO BOX 1920 LUBBOCK Texas 79408 INVOICE TO: CITY OF LUBBOCK ACCOUNTSPAYABLL P.O. BOX 2000 LUBBOCK, TX 79457 Ordered 07/29/2011 Freight Requested 08/25/2011 Taken By Delivery PER BEACH_S REQ 37961 Page - 5 Date - 08/17/2011 Order Number 10003411 000 OP Branch/Plant 1611 SHIP TO: CITY OF LUBBOCK MUNICIPAL BUILDING -REAR DOCK 162513TH STREET ROOM L06 LUBBOCK Texas 79401 BY: CONTRACT # 8921 Description/Supplier Ordered TSAWLT1648 1,000 STEELCASE WORKSURFACE TRANS TSAPF6642 1.000 STEELCASE PANEL 66X42 TSAPF6642 1.000 STEELCASE PANEL 66X42 TSASUB42L 2.000 STEELCASE BIN KICK 42" TSAEP366 1.000 STEELCASE POLE POWER 66" TSAEPC66 1.000 STEELCASE CABLE POLE 66" TSAWVWMZ20 6.000 STEELCASE WIRE MANAGER 20" LOCK9201 FR 16.000 STEELCASE LOCK D GAMBOA Unit Cost Um Extension Request Date �228.0000 EA 228.00 08/25/2011 492.0000 EA 492.00 08/25/2011 612.0000 EA 612.00 08/25/2011 452.0000 EA 904.00 08/25/2011 408.0000 EA 408.00 08/25/2011 371.0000 EA 371.00 08/25/2011 14.0000 EA 84.00 08/25/2011 EA 08/25/2011 TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDMONS CITY OF LUBBOCK. TEXAS Seller and Buyer agree as follows: 1. SELLER TO PACKAGE GOODS. Seller will peckage (goods in accordance with SuM conmter W 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. eci box I of 4 boxes, sad (d) the number of the container hearing the packing slip. Setter shalt bear oast of packaging urik n otherwise provided. Goods shall be suitably packed to secure lowest transportation dap and to conform with requirements of common carriers and any applicablespeci8eotions. Buyer's court orweight shall be fins] and conclusive on shipments rut mcompenied by packing lists 2, SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not audwrixd to ship the goods under reservation and no tender of a bill of lading will operate as a tender of gouda. 3, TITLE AND RiSK OF LOSS. The title and risk of loss of the goods shall not pass to Buyer until Buyer actually mceiva and takes possession of the goods at the point or points of delivery. 4. NO REPLACEMENT OF DEFECTIVE TENDER. Every tender of deltvayr of goods must fully comply with all provisions of this contract ss to time of delivery, quality and the like. if a tender is dodo which daps not fully conform this shall constitute a breach and Seller shall not have the right to substitute a conforming reader, provided, where the time for perfon moot has not yes expired, the Sella may reasonably notify Buyer of his intention to cure and may then snake a conforming tender within the contract time but not aflerward !. INVOICES & PAYMENTS. a Seller shall submit separate invoices, in duplicate, one each purchase order or purchase release after each delivery. invoices shall indurate 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 all ched to the invoice. Mail To; Accounts Psyabk, City of Lubbock P. O. Box 2000. Lubbock, Texas 79457. Payment shell not be due until the abora instruments are submitted after delivery. 6. GRATUITIFS, The Buyer may, by written notice to the Sella, c2mal this cartrxrt without liability to Seller if It in detandnad by Buyer that gratuitkr, in the farm of eneriumment. gigs or othawiae, were offetcd or given by the Seller, or any agent or representative of the Sella, to my officer or employee of the City of Lubbock with a view to securing a contract or securing tivoreble treamiern with rnpect to the awarding or mmdimg, or the making of any determinations with respect to On performing of such a cam+ la the evens thiscontract is canceled by Buyer pursuant to this provision, 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 Ipenitles. 7. SPECIAL TOOLS d TEST EQUIPMENT. If the price staled on the face hereof iecludics the cost of any special tooling or special tat equipment fabricated or requited by Sella for the purpose of filling this order, such special coolie$ equipment and any process sheets related thereto shall become the property of the Buyer and to the extent feasible shall be identified by the Sella u such. B. WARRANTY -PRICE. a The price to be paid by the Buyer shall be that d - fined in Seller's bd which Seller warranp to be no higher than Sehler'i current process on orrden by others for products of the kind and specification covered by this agreement for similar quantities under simihrof 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 withoen liability to Seiler for breech or Setices saw expense. b. The Sella warrants that no pe. or selling agency has been employed or reamed to solicit or a =" this contract upon an agreement or understanding for commission. percentage, brokerage, or cwntiugeat fee excepting boos fide employees of bons tide eaubllsired commercial or selling ageocia maintained by do Sella for the purpose of securing business. For breach of vichanon of this warranty the Buyer shall have the right In addition to my other right of rights to cancel this contract without liability and to deduct f as the coetrsct price, or otherwise recover without liability and to deduct slum the contract price, or otherwise recover the fLtl amount of such commission, percentage, brokerage orccotingent Fee. 9. WARRANTY -PRODUCT, Seiler shall not limit or exclude any implied warranties and any attempt to do so shall vendor this contract voidable sit the option of the Buyer_ Sella warrants that the goods tarnished will cadores to the specification. &swings, and detaipfirms listed in thus bid invitation. and to the sample(s) farndshad by the Sella if any, In the event of a convict or between the spenficadons, erawings, and daaaiptions, the speciflcatiam shall govern. Notwithstanding say provisions contained in the cominect ul agreement, the Seller reprcreah and war mts fault -bee performance and fink -free resuh to the processing date and date related data (including, but not limited to calculatiriL competing and segnsrmcing) of all hardware, software and firmware products delivered wad services provided under this Contract, individually or ce combination. as the case may ben 11om der effective date of this Contract. Also, tie Sella warrants the yew2OW calculatbra will be recognized and accommodated and will not, in any way, resuh in hardware. software or firmware fails. The City of Lubbock at its sole option, may require the Seller, at my time, to demonstrate the procedures it intent to follow in order to comply with all the obligations contained herein. The obligations contained herein apply to produce and services provided * she Seller. its aub-Selta or soy thud party involved in the creation or devetopm art of the products and services to be delivered to the City of Lubbock uoder this Congraa Failure to comply with any of the ohligatiens contained herein, may result in the City of Lubbock availing itself of any of its rights under tine law and under this Contract including, but not limited to, its right pertaining to termination or default. The warranties contained herein we separate and diedcece from any other wo mtia specified in this Contract, and one not subod to any disclaimer of warranty, implied or expressed, or limitation of the Seller's liability which may be specified is this Contract, its appendices, its schedules, its atmexes or any document incorporated in this Contract by reference. 10. SAFETY WARRANTY. Seller wartants that the product sold to die Buyer shall conform ter the sta derds promulgated by the U. S. Department of labor under the Ooeupstional Safety and Health Act of 1970. to the event the product does not conform to OSHA standards Buyer may return the product for correction or mpla Cement at due Seller's expense. in the event Seller ftib to sake the appropriate coeroctian within a meeonebk time, c mmdion made by Buyer will be al the Selia's expense 11. NO WARRANTY BY BUYER AGAINST iNFRNGEMENTS. As part ofthla contract for sale Seller agrees to acertaia whether goods manufactured M accordame with the specith adore attached to this agreement will give rise to the rightful claim of my third person byway of iafiingemem of the lire. Buyer makes no warranty that tie production of goods according to the .specification will not give rise to such s claim, and in m event shall Buyer be liable to Sella ror indtmniflcation in the event drat Sella is sued on the grounds of infsingem nt of the like, If Seller is of the opinion that an in"9cment er the li3u will mull. he will notify the Buya to this etTed in writing within two weeks afla the signing of this agreement. if Buyer don not receive notice and is subsequently held liable for the infFkngemant or date lire, filer wiu am Bayer homeless. If Seller in good faith amertalns die production of the goods to accordnoce with the specifications will result its khfttagamem or die like, the contract shall be null and void 12. RIGHT OF INSPECTION. Buyer shall have the right to inspect the goods at delivery before scoepting therm 13. CANCELLATION. Buyer shall have de right to cancel for de4ult all or any part of the undelivered portion of this order if Seller breaches any of the terra hereof including warranties of Seller or if the Sella becomes insolvent or comaits acts of bmkrupi y. Such right of cauccUstiau ism addition to and not in lieu of any other remedies which Buyer may have in law or equity. 14. TERMINATION. The performance of work under this order may be terminated In whole, or in part by the Buyer in accordance with thin provWm Terminstiat of work hereunder shall be effected by the deiivay of the Seller ore "Notice of Termiesdoe specifying the extent to which pa5mmance of worts under the cedar is to ahmed and the date upon which such termination becomes efrecttvic. Such right or termination Is it addition to and not in lieu of the rights of Buyer act forth in Clause 13, herein. 15. FORCE MAJEURE Neither party shalt be held responsible far losses, resulting if th e fulfillment of any tams of provisiots of thin mntract is delayed or prevented by any cause not within the comvI of the Parry whose pexforntma is interfered with, ad which by the exercise of seasonable di lipme said party is cable to prevent 16. ASSIONMENT-DELEGATION. No right or interest In this contract "I be euigaed or dekyatton of a y obligation dada by Seller withotn the written Permission of the Buyer. Any attempted asaigment at delegation by Seller shall be wholly void and totally ineffective for all Purpose unless muds in conformity with this Paragraph. 17. WAIVER. No claim orrightsrisiag out of a broach of this contract car be dlxhrged is whole or is part by a waiver or renunciation of the claim orright unless the waiver or renunciation is supported by consideration and is in writing sigrsed by the aggrieved party. 18. NTERPRETATION-PAROLE EVIDENCE. This writing, Plus any spedf%adou for bids and perforvtmce provided by Buyer is its advertisement for bids, and any other documara provided by Sella sa pert of his bid, is intended by the pries a a Final expression of their agreement and intended also as a complete and exclusive statement of the tovtas of their alircentef Wbawvw a tam defame by the Uniform Commercial Cede is used in this agreement, the defnitiae contained in die Code is to control. 19. APPLICABLE LAW. This alFeemem shell be governed by the Uniform Commercial Code. Where ever the' "Uniform Commercial Code" is used, it shall be oorranued as mans ing the Uniform Commercial Code as. adopted in the Sala of Texas as effective and in farce on tho dam of this agreement 20. RIGHT TO ASSURANCE. Whenever one parry to this cmtrsct in yood fahh here teasm to question the other party's loam t to pe form he say demad that the other party give written assurance of this Eateat to im foe>Q In the event that a demerll is made and no assurance is given within five (S) days. the Amending party may tat this failure as an mticipstuy repudiation of the contract. 2 L INDEMNIFICATION. Seiler shall indents ly, keep read save harmless the Buyer, its ayenm officials and emphoyam against all injuries, deaths, lose, dann gm claims, patent claims, suits, liabilities, judgments, coats and expenses, which may in anywise accrue against the Buyer in conacgteme of the wanting of this Contract or which may anywise resale therefmtn. whether or not It shall be alleged or determined that the spa was caused through neogmca or omission of the Seiler or its emptoyeac or of the sub8ehler or arsipa or its empkiyea, if any. and the Sella shall, at his own expense appear, defend and pay all charges of attorneys and all costa and other expenses wising therefrom of incurred in coemokin therewith, end, if any judgment stall be rersdaed a gam l the Buyer le asy such maim, the Sellar sheds, d its owl expetsm satisfy, arc discharge the same Seiler expressly understands and agrees that my bond requited by thts contract, or otherwise provided by Seiler, shall in no wry limit the responsibility to mdaemily. keep and seem harmless and defend the Buyer as herein provided. 22. TiME. It is hereby expressly weed and understood that time is of the essence for the performance of this contract, and failure by contract to meet the time specifirationa of this agreement will cause Seller to be in defsuk of this agreement. 23. MBE, The City of Lubbock hereby notifies all bidden that to regard to my coetraet entered into punauarn 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 dtscrimimted against on the wounds of rice, color, sea or natural oig® in consideration for an award. Rev. 08/2005 10 l 16bockPURCHASE ORDER TO: BAKER OFFICE PRODUCTS PO BOX 1920 LUBBOCK Texas 79408 INVOICETO: CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 Ordered 07/29/2011 Freight Requested 08/25/2011 Taken By Delivery PER BEACH_S REQ 37961 Description/Supplier Item GROMMETS BAKER PARTS / LABOR GFS-36-D1-S BAKER TASK LIGHT GFS-24-DI-S BAKER TASK LIGHT CRP96U3 + DAR RAN RECEPTION 43.95% DISCOUNT 4821410 Page - 6 Date - 08/17/2011 Order Number 10003411 000 OP Branch/Plant 1611 SHIP TO: CITY OF LUBBOCK MUNICIPAL BUILDING -REAR DOCK 1625 13TH STREET ROOM L06 LUBBOCK Texas 79401 BY: D GAMBOA CONTRACT # 8921 Ordered _ Unit Cast UM—_ Extension Request Date 12.000 EA 08/25/2011 6.000 114.0000 EA 4.000 110.0000 EA 1.000 16,570,0000 EA 1.000 (37,532.0300) EA 4.000 947.0000 EA 684.00 08/25/2011 440.00 08/25/2011 16,570,00 08/25/2011 (37,532.03) 08/25/2011 3,788.00 08/25/2011 STEELCASE CHAIR Total Order Terms NET 1ST OF MONTH, PASTDUE 11TH 47,860.97 TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK. TEXAS Seller and Buyer agree as follows: 1. SELLER TO PACKAGE GOODS. Seller will package pods is accordance with good commercial practice. Each shipping container shell be clearly and patnaoemly marked as follows (a) Sella's name and address (b) Cousigoee'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 1 of 4 boxes, and (d) the number of the container hearing to packing slip. Sella sWl bear code of peckagiag ankss omerwim pavi&d. Goods shall be suitably packed to secure lowest transportation cuss and to conform w its reupuhancs Is of common carriers and my applicable specif cations. Buyer's count or weight shall be tidal and conclusive on shipments not accompanied by pecking lists 1 SHIPMENT CINDER 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 LASS. The title and risk of Ion of the goods shall not peas 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 must filly comply with all provisions of this contract min time of delivery. quality and the hie. Ifa tender is made which does tot fully conform, this shall constitute a breach and Seiler shall not have the right to substitute a conforming tender, provided, where the time for performance has not yet expired. the Seller may reeaocably notify Buyer of his intention to cure and moray than make a conforming tender within the contract time but not afterward 9. INVOICES A. PAYMENTS. e. Setter 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 applirable. invoices shall Lae 0emirad and transportation charges, if my, shall be lisW separately. A copy of the bill of lading, and the fitight waybill when applicable. should he ertacled to the invoice. Mail To; Accounts Payable, City of Lubbock. P. 0. Box 2000, Lubbock Texas 79457. Payment shall not be due until the above instruments are submitted after delivery. 6, GRATUfrIM The Buyer may, by written notice to the Seller, cancel this =bad without liability to Seller if it is determined by Buyer that gratuities, in the farm of entertainment. gifts or otherwise, were offered or given by the Sella, or any agent or e1mcwtativeofthaSeller. a to any otika or employee of the City of Lubbock with a view to securing a contract or securing frvorabk beamtem with respect to the awarding or emending, or the making of any detsrminatiaoe wits respect o the performing of such s cootrect. In the evert this contrract is canceled by Buyer pursuant to thin provision, Buyershall be emitted. In addition to any other rights and remedim to recover or withhold the amount of the coat incurred by Seller in providing such 7. SPECiAL TOOLS & TEST EQUIPMENT. If the prise sated on the fare hereof includes the cost of any special tooling or special test cquipmrat fabricated or required by Seller for the purpose of filling this Grier, such special tooling equipment and any proem sbad2 related thereto shall become the popaty of the Buyer and to the extent feasible shall be identified by the Seller as such & WARRANTY -PRICE. a. The price to be paid by the Buyer shall be that contained in Seller's bid which Sella warrants to be no higher than Sella's current prowled on orders by otters for podttcts of the kind and specification covered by this agreement for similar quantities under similar of like conditions and methods of purcbm. In the event Sella breaches this warranty, the prices of the item shall be red; to the Sellr's current prices on orders by others, or is the alternative. Buyer may cancel this contract without liability to Sella for breach or Seila's actual expense b. The Seller warrants that no parson 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 far the purpose of securing business, For breach of viclatiam of this warmaty the Buyer shall hart the right in addition to any other right of rights to cancel this contract without liability and to deduct from die contract price, or otherwise recover without liability and to deduct from the contract price, or otherwise recover the lull amount of such commission, percentage, brokerage or contingent fee. 9. WARRANTY -PRODUCT. Seller shall not limit or exclude any implied warranties and any a.. ; to do so shall railer this contract voidable at the option of the Buyer. Seller warrmto that the goads furnished will cauform to the sMcifkati v% drawings, and descriptions listed in the bid invitation, and to the minple(s) fiumisbed by the Seller, if any. in the event of a conflict or between the spetificatimm, ci swings, amd deKnpdw* the ipecifkcadom dell govern. Notwithisanding any provisions contained in the contractual agreement, the Sella represents and warrants rkuk-ltr a performer= and fault -free result in the processing date and daft related data (inchaEng, but not limited to calculating, comparing and sequencing) of all hardware, software and frmwam products delivered and servvioes provided under thn Contract, imdividwly at in combination. a the case may be lieu the effective data of this Contact. Alm, the Sella warrants the yesr2000 calculation will be recognized and accommodated Mid will led. in my way, result In hardwamv software or firmware fallwe. The City of Lubbock. at its sole optiom, may require the Seller. at my time, to dawasarate the prtcadtata it ineende to follow in order to comply with all the oblipatos contained heele. The obligations contained herein apply to products and services provided by the Sella, its sub-Saliar or my third party involved in the creation or devekpmem of the products and services to be delivered to the C ity of Lubbock uuda this Contract. Failure to comply with any of the obligation contained herein, may result in the City of Lubbock availing itself of my of its rights under the law and under this Contract including, but not limited to, its right pertaining to lamination or default The warranties corestmed herein ale separate and diary from any other warrmties specified in this Contract, and are not subject to my disclaimer of warranty, implied or expressed,. ur [imitation of the Seller's liability which may be specified is this Contract, its appendices, its schedules, its annexes or any doc mmi incorporated in this Contract by reference. 10. SAFETY WARRANTY. Seller warrants that the product soli 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 ibe 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 expends. 11. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As pat of thia contract for sale Seller agrees to ascertain whetter goods manufactured In accordsece with de specifications coached to this agreemeat will give rise to the rightfirl claim of arty third person by way of iti ingemem of the like, Buyer makes on warranty dot the production of Moods according to the specification will not give rise to such a claims. and in no event shall Buyer be liable to Seller for indemnification in the event that Seller is sued on the grounds of in@hngemmt ofhh Idle. If Seller is of the opiaiaa that an Inbingemem or the hike will resutL he will notify the Buyer to dais efflia in writing within two weeks after die signing of this apmnen. If Buyer does not receive notice and in subseclumily held liable for the [aft err cot or the like, Sailer will am Buyer lnsmlas If Soler lot goad fail aaxrtains the production of due goads he accordance with the specifications will remit in ing licusent or the like, the contract shall be mull and void 12. RIGHT OF MSPECTiON. Buyer shall have the right to inspect the goods at delivery before accepting them. 13. CANCELLATION. Buyer shall have the right to cancel for default all or my part of the undelivered portion of this order if Sella breaches any of the terms hereof including warranties of Setkr orif the Sclkr beoomn insolvent or commis acts of boaknq y. Such right of caeellation is in addition to and not in lieu of my oxha remedies which Buyer may have in law or equity. 14. TERMINATION. The performance of work under this order may be terminated In whole, of in part by the Buyer in accordance with this provision. Termination of work hereunder shall be effected by the delivery of to Seller of s "Notice of Termination" specilyieg rho extent to which performance of work under the order is terminated and die date upon which such termination becomes effective. Such right or term6sdon is in addition to and not in lieu of the rights of Buyer so forth in Ctarm 13, herein. Is. FORCE MAJEURE. Neither party shall be held responsible for losses, resulting if the fulfillme s of any tens 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 to me.eise of reraomable diligence said party is unable to prevent. 16. ASSIGNMENT -DELEGATION. No right or interest to this contract skull be assigned or delegation of any obligation made by Seller without the written pennissim of the Buyer. Any atteonpted assignment or delegation by Sella shall be wholly void and totally moiiCctive for all purpose unless made is conformity with this pantpaph. 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 waives or renunciation is supported by consideration zed is in writing signed by the aggrieved party. Ill. INTERPRETATION -PAROLE EVIDENCE. 'Ibis writing, pis my specifications for bids and performance provided by Buyer in its advertisement for bids, and any other documents provided by Seller a pan of bier bid, Is Intended by fke parties ere a final expression of their agtamat and intended also a a complete and exclusive statement of the tertrs of their agreement Whenever a term defined by the Uniform Commercial Cade is used in this agreement- the definition contained in the Code is to control. 19. APPLICABLE LAW. This agreement shall be governed by the Uniform Commercial Code. Where am the tam "Unffarm Commercial Coda" is used, it shall be construed as mewing the Uniform Commercial Code as adopted to the State of Texm as effective and in force on the dale of this aptereem.. 20. RIGHT TO ASSURANCE. Whenever as party to this contract In good (kith hea reaatn to question the other party's intent to pwfom he may demand this the other party give writers assmaace of his Intent to perform in the event that a dettamd is mark and no atahrmce is given within five (3) drys, the ceding party may new this failure w an mticipstory repudiation of the contract. 21. INDEMNIFICATION. Sella shall indemmify, keep ud save harmless the Buyer, its agenta. officials and employees, against all injuries. deaths, lees, damages, claims, patent claims, suim liabilhim, Jtrdgmem, costs and expeasm which may in mywiw accrue ageing the Buyer in comoqumca of the gtaming of this Contract or which my anywise remit tbetefiom, whether or not it shall he alleged or determined that to set was caused througis negligence or omission of to Sella or its cmpkryem or of the subSella or assignee or its employees, if any, and the Seller shall. at his own expense, appear, defend and pay &H charges of attorneys end all costs and other expanses arising thae6om of mcurred in connection dmmwitb, and, if my judgment shallbe rendered against due Buyer in my such wOm, the Seller shall, at its own expenses. satisfy and discharge the same Sella expressly understand and agam that any bond required by this contract. or otherwise provided by Seller, shall in no way fimit the responsibility to mdemmily. keep and me harmless and defend the Buyer an harem provided. 22. TIME. It fa hereby expressly agreed and understood lust time is of the essence for the performance of this contract, and flidum by contract to mid the time specifications of this agret:mhem will cam Sella to be in default of this a lee nem. 23. MBE. The City of Lubbock hereby notifies all bidders duet in regard to any contract entered into pueaumt to this rcqueet, minority and women business entapriaes wilt be afforded equal opporhmitin to submit bids in response to this invitation and will not be diserimirated against on the grounds of race, color, sex or natural origin in consideration for an award. Rev. 08/2005 PURCHASE ORDER 1ubbc'o"'0c'k TEXAS TO: BAKER OFFICE PRODUCTS PO BOX 1920 LUBBOCK Texas 79408 INVOICE TO: CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 LUBBOCK, TX 79451 Ordered 07/29/20I1 Freight Page - 6 Date - 08/17/2011 Order Number 10003411 000 OP Branch/Plant 1611 SHIP TO: CITY OF LUBBOCK MUNICIPAL BUILDING -REAR DOCK 1625 13TH STREET ROOM L06 LUBBOCK Texas 79401 BY: Requested 08/25/2011 Taken By Delivery PER BEACH S REQ 37961 CONTRACT # 8921 D GAMBOA Commercial General Liability, per occurrence- $300,000 Employer's Liability and/or Occupational Medical and Disability and Worker's Compensation, Statutory Amounts- $500,000 Automotive Liability- Any Auto — $300,000 City of Lubbock is named as primary additional insured on Auto/General Liability with a Waiver of subrogation in favor of the City of Lubbock on all coverage. This purchase order encumbers funds in the amount of $47,860.97 to Baker office Product of Lubbock, Texas. The following Is incorporated into and made part of this purchase order by reference: ITB 09-019-MA Resolution# 2009-R0100 CITY OF LUBBOCK ATTEST: Tom Martin, Mayor Reb6pca Garza, City Secreta TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK, TEXAS Seller and Buyer agree as follows: 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 1 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. Seiler 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 goads 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 must fully comply with all provisions of this contract as to time of delivery, quality and the like. Ifis 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 Seiler 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. Seller 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 200, 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 Sel let 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 Setter 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. 8. 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 Sellers 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 bone 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 furnished 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 warrants 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 andfirmware products delivered and services provided under this Contract, individually or in combination, as the case may be from the effective date of this Contract. Also, the Seller warrants the year2000 calculations will be recognized and accommodated and will not, in any way, result in hardware, software or firmware failure. The City of Lubbock, at its sole option, may require the Seller, at any time, to demonstrate the procedures it intends to follow in order to comply with all the obligations contained herein. 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. to. 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 part of this contract for sale Seller agrees to ascertain whether goods manufactured in accordance with the specifications nuacbed to this agreement will give rise to the rightful claim of any third person byway 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 hike 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. RIGHT OF INSPECTION. Buyer shall have the right to inspect the goods at delivery before accepting them. 13. CANCELLATION. Buyer shall have the right to cancel for default all or any part of the undelivered portion of this order if Seller breaches any of the terms hereof including warranties of Sellet 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. 14. 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 shalt 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 13, herein. I5. FORCE MAJEURE. Neither party shall be held responsible for losses, resulting if the fulfillment of any terms of provisions cf 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, 16. ASSIGNMENT -DELEGATION. No right or interest in this contract shall be assigned or delegation ofany 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 conformity with this 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. 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 part 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 their agreement. Whenever a term defined by the Uniform Commercial Code is used in this agreement, the definition contained in the Code is to control. 19. APPLICABLE LAW. This agreement shall be governed by the Uniform Commercial Code. Where ever the term "Uniform Commercial Code" is used, it shall be construed m meaning the Uniform Commercial Code sa adopted in the State of Texas as effective and in force on the date of this agreement. 20. 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 assurancu is given within five (5) days, the demanding party may treat this failure as an anticipatory repudiation of the contract. 21. 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 of 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 atlomeys 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. 22. 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. 23. 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 oonsidemtion for an award. Rev. 08/2005 city of 16b&k PURCHASE ORDER TEIA3 TO: BAKER OFFICE PRODUCTS PO BOX 1920 LUBBOCK Texas 79408 INVOICE TO: CITY OF LUBBOCK ACCOUNTS PAYABLE P.O. BOX 2000 LUBBOCK, TX 794S7 Ordered 09/13/2011 Freight Requested 10/25/2011 Taken By Delivery PER ABBE_S Page - I Date - 09/13/2011 Order Number 10003769 000 OP Branch/Plant 4111 SHIP TO: CITY OF LUBBOCK MUNICIPAL BUILDING 1625 13TH STREET LUBBOCK Texas 79401 BY:_j CONTRACT NO.8921 C ISAACS D crlption/Supplier Item Ordered Unit Cost UMi Extension Request Date CHAIR-AMIA, ARMS, UPHOLDTERED 12.000 925.0000 EA 11,100.00 10/25/2011 BLACK STEELCASE 2.000 193.0000 EA 386.00 10/25/2011 TSAE31DA15S STEELCASE 1.000 193.0000 EA 193.00 10/25/2011 TSAE32DA15S STEELCASE 1.000 193.0000 EA 193.00 10/25/2011 TSAE33DA15S STEELCASE 18.000 320.0000 EA 5,760.00 10/25/2011 CHAIR MOVE, CASTERS TOP -REUNION, RECT, 60X36 4.000 934.0000 EA 3,736.00 10/25/2011 40630000 STEELCASE 1.000 236.0000 EA 236.00 10/25/2011 TSAE98669 BASE LINK LEG, 27 1/4H, GLIDE 16.000 326.0000 EA 5,216.00 10/25/2011 B000635 TERMS AND COND17IONS IMPORTANT; READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK TEXAS Seiler and Buyer agree as follows: 1, SELLER TO PACKAGE GOODS. Seller will package goods in uctotdorhoo with good commercial practice. Each shipping container shall be clearly and permanently narked as follows is) Seller's name and address (b) Consignee's rtame, address and purchase order or pwchase release number and the supply agruwent number if applicable, (c) Contains number and total number of contsiners, e.g. box 1 of 4 boats. and (d) the number of the container hearing the packing slip. Seller shall how cod of packaging unless otherwin provided. Goods shall be suitably pecked to secure lowest transportation costs and to conform with requitemenIs of codmnm carriers and any applicable specl9cat"u. Buyer's count or weight shall be Seal and conclusive as shipments not accompanied by parting lift 2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not authorized to ship the goods under reservation and no tender of s bill of lading will opc. as a tender of goods, 3. TITLE AND RiSK OF LOSS. The title and risk of leas of the goods sball not pus to Buyer until Buyer actually receives sad takes possession of the goods at the point or points of delivery. 4. NO REPLACEMENT OF DEFECTIVE TENDER. Every lmnderof ildiveryof goods must fully comply with all provisions of this contrart as to lime of delivery, quality end the like. Ifs tender is made which does not fully conform, this snail constitute a breach and Seiler shall not have the right to substitute a conforming tender, provided, where the time for performance has not yes expired. die Sella may reasonably notify Buyer of his intention to Due and may then make a conforming tender within the contract time but not aft rwani 5. INVOICES & PAYMENTS. s. Seller shall submit separate invoices. in duplicate, me each purchasa order or pwchrs r release after each delivery. invofs shall indtcme the ptmchaee order or purchase release number and the supply egreemmM number if applicable, invokes shall be itemized amd trnasportatica charges, if any, shall be listed separately. A copy of use bill of lading, and the Freight waybill when applicable, should be attached to the invoice. Mail To: Accosmto Payable, City of Lubbock P. O. Box 2000. Lubbock Texas 79457. Payment shall not be due until use above Instruments am submitted afterdeliray. 6. GRATUITIES. The Buya nay, by written notice to the Seller, cancel this contract without liability to Seiler ifit is determined by Buyer the peuities, in the form of ante. inment gigs or othawim, were otTercd or given by the Seder. or any agent or repteem led va 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 nuking of any determinations with, 10the Performing of such a eontett In the eves this dbntrad is canceled by Buyer punutal to this provision. Buyer shall be entitled In addition to Day other rights and remedies. to recover or withhold thin amount of the cast incurred by Seiler in providing such greuiks, 7. SPECIAL TOOLS dx TEST EQUIPMENT. If the price stated on the face hereof includes the cost of sty special tooling or special tat equipment fabricated or required by Sella 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 extant feasible shall be identified by the Seller as such. 3. WARRANTY -PRICE. a The price to be paid by the Buyer shall be that contained in Seller's bid which Sella warrants to be no highs than Seller's current process on orders by others for products of thin kind and specification covered by this apeerneN for similar quantities under similar of like condition and methods of purchase. in the event Seller bracha this warranty, the prices of the item shall be reduced to the Seller's —row prices on orders by others. or in the alternative. Buyer may cancel this contract widicut liability to Sella for breach or Sella's actual expaim b. The Sella warrants that no person or selling agency has dada employed or retained to solicit or secure this contract upon an agreement or undaatMsdutg for commissioa, pemental m. Mokmge, or contingent fee excepting boas tide employees of boas Ede established commercial or selling specks maintained by the Sella for the purpose of securing business. For bench of viclation of this warranty run Buyer shall have the right in addition to any other right of rights to cancel this aontraht without liability and to deduct from the contract price. or otherwise recover without liability and to deduct from the contract price, or otherwise drover the fltll amount of such commissimn, percentage. brokerage or contingent fee 9. WARRANTY -PRODUCT. Seiler shall not limil or exclude soy 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 die specification, drawings, and descriptions listed in the bid invilatiaa and to the sampkils) famished by the Sella, if any. in the evert of it conflict or between the specificatiaua, drawings, and dmumiptiom, the specilications shag govern Notwithstanding any provisions contained ter the contractual allreemeu, the Sella represents mid warrants fauh-free performance and fault -free rmh ism the processing date and din related dots (itclu"L but not limited to ale uli ting, comparing and sequencing) of all hardware. tof we and Srtmwarm products delivered and services provided under this Contract, individually or in combination, a the case may be Prom the effective date of this Contract_ Also, the Sella warrants the year2000 calculations will be recognized and aoc»mmadtted and will not, in any way, result in hardware, software or fkmwore failum The Chy of Lubbock, at its sole oplim may require the Seller, at any time, to demonstrate die pmceddiats h irk to Follow in order to comply with all the obligations cmntfdaed hemmt The obligations contained herem apply to prndocts and services provided by the Soda, its sub -Sella 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 combed 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 pawning to termination or default. Tha warranties contaied herein are srprase and discrete from any other warranties specifrerl Lit this Contract, and are ad subject to any disclaimer of warranty, implied or expressed, or limitation of the Seller's liability which may be specified in this Conohsct, its appendices, its schedules, its annexes or any document incorporated in this Contract by reference. 10, SAFETY WARRANTY, Scllerwarrants that the product sold to the Buya dmil confirm to the standards promulgated by the U. S. Department of Labor under the Occitpotionsl Safety and Hehh Act of 1970, ]n the event the product does not conform to OSHA standards. Buyer may return the product forconectim or replacement at the Seller's expense In the event Seiier fails to mace the apprnpriaro correction within a reasonable time, correction made by Buyer will be at the Seller's expense. 11. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As part of this contract for sale Sella agree to ascertain whether goods manufactured in accwdsoca with the specifiatfom attached to this agreement will giro rum to the rightful claim of say third person by way of infding tmeat of the like. Buyer make no warmly that the production of goods according to the specification will that give rim to such a claim, and in no event shall Buyer be liable to Seller for indemnification in the event that Seiler is sued on the grounds of infringement of roe like. if Seller is of thin opinion that uar int}iegemeut orthe like will iesult. he will notify the Buyer to thi effect in writing within two weeks after the signing of this agreement. If Buyer does not receive nonce and is subsequauly held liable fbr the infifrtgeme - or tie like, Seller will save Buyer homeless, if Sella in good &A astxstaims the production of the goods in accordance with sae specifications will result in onftcngemeat or the like, the contract shall be null and void 12. RIGHT OF INSPECTION. Buyer shall have the right to inspect the gaud, at delivery before accepting them.. 13. CANCELLATION. Buyer dull have the right to caocet for default all or any part of the undelivesd portico of" "der if Seller breaches say of the terms hereof incl ding warranties of Sellerorif the Seller becmmes insolvent or commits ads of bsniwuptcy. Such right of canocllalke is in addition to and not in lieu of any Who remedies which Buyer may have in law or equity, le. TERMINATION. The performance of work under thin order maybe terminated in whole, or in part by the Buyer in accordance with this provision. Tamination of work berwmder shall be efkcted by the delivery of the Sella of s "Notice of Termination" spmifyfng the extent to which perf"marce of w"k under the order is terminated and the daft upon which such (ermiutlan becomes cfYectva Such right or termination fa ht addition to and am in lieu of the rights of Buyer set forth in Chum 13. herein 1 J. FORCE MMEURE. Neither party shall be held responsible for losses, resulting if the fulfillment of Day to of pmvixkw s of this contract in delayed at prevented by any cause not within the control ofthe a party whose perforrnaee is interfered with, and which by the exercise of renoaabde dull- said party is unable to payees. 16. ASSIGNMENT -DELEGATION. No right or interest In this contract shall be assigned or delegatlom of any obligirdoe taste by Sella witbont tlm wdttm permission of ten Buyer. Any attempted assignment or delegation by Sella shall be wholly void and totally ineffective for all purpose union made in cothPramity with this psagraph. 17. WAIVER. No claim or right arising out of s breach of this contract can be discharged in whole or in part by a waiver or renunciation of the claim or riglt union the waiver or renunciation is supported by comidastian and is in writing signed by die aggrieved party, 18. INTERPRETATION -PAROLE EVIDENCE- This writing, pun any specifications for bids and paformmce provided by Buyer in its advertisement for bide, ad army other documents provided by Sella as part of his bid, is Intended by the parties m a foul expression of their agreement and intended aLw n a Complete and eatelusive state,,,,.,,. of the tatas of their agrecine t. Whenever a term deayed by the Uniform CoW Code is used in this agreement. die definition contained in the Code is to control. 19. APPLICABLE LAW. This agreement stall be governed by the Uniform Commereud Coda. Where over the tam" Uniform Commercial Code' is used it shall be construed as meaning the Uniform Commercial Code as adapted is the State ofTecan as effective and in farce on die data of this agreement. 20. RIGHT TO ASSURANCE. Whenever one party to this contract in good Iliith has mason to question the other prty's lnteeit to perform he may demand the the other party give written usuraece of his intent to perform. In the event that a demand is made and no at atrance Is given within five (5) days, the demanding party may treat this failure as as anticipatory repudiation of than omotratt 21. INDEMNIFICATION. Seihe shall indemnify, keep and am hmmlcu the Buya, is agrnrs, officials and employees, against all injuries, deaths, lm damages, claims, patent claim, suits. lubilite. judgrneits, costs and expenses, which may in anywise accruo ageing me Buyer in caaequaaoe of use ranting of this Conoco or whitest may anywise result there5mm, whether or not it shall be alleged or determined that the act was caused through wallieee or omission of the Sella or its employees, or of the subSeller or assignee or its employee, if aay. and (he Seller shod. at his own expense, apper, defend and pay all charges of attorneys and all costs and other expemes arising therefrom of mcmfed in formation therewith, Dad, if anyiudgmeat shall be tendered arsons the Buyer he any such action, the Seller shall, at its we e:xpatacs. satisfy and discharge the same Sella expressly makrstsnds sad agrees that Day bond required by this contract, or otherwise provided by Seller, shell in no way limit the responsibility to indemnify, keep and ,awe ho rmkm and defend the Buyer as herein provided 22. TIME. [lit hereby expressly agreed and understood dual time is of the enemca for the performance of this conttam and failure by contract to mums the time specifications of this arrcemet will cause Seller to be in default of this agrmemrnt. 23, MBE. The City of Lubbock hereby notifies all bidders the in regard to any contract entered into pursuant to this request. minority and women business enterprises will be afforded equal opportmnitia to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, sex or natural origim in consideration for an awed Rev. 08/2005 p1 WbBoEk PURCHASE ORDER TO: BAKER OFFICE PRODUCTS PO BOX 1920 LUBBOCK Texas 79408 INVOICETO: CITYOFLUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 Ordered 09/13/2011 Freight Requested 10/25/2011 Taken By Delivery PER ARI19 S Page - 2 Date - 09/13/2011 Order Number 10003769 000 OP Branch/Plant 4111 SHIP TO: CITY OF LUBBOCK MUNICIPAL BUILDING 1625 13TH STREET LUBBOCK Texas 79401 BY: CONTRACT NO.8921 DescriptioWSuppliM Item Ordered TABLE-RECT, 36X66 6.000 BFRR3666 CABBY LEGS -GLIDE, 28 1/2H 6.000 BCAB4 PEDESTAL -MOBILE, BOX FILE 4.000 TS2PBF22M CABINET -STORAGE, 24X36X28 2.000 RSC24362AF WORKSURFACE-STRAIGHT, 24X72 1.000 W S2472 PANEL -TRACKABLE, 42X48 1.000 TSAPF4248 PANEL -TRACKABLE, 42X48 3.000 TSAPF4248 PANEL -TRACKABLE, 42X36 10.000 TSAPF4236 C ISAACS Unit Cost UM Extension Request Date 602.0000 EA 3,612.00 10/25/2011 616.0000 EA 3,696.00 10/25/2011 462.0000 EA 1,848.00 10/25/2011 964.0000 EA 1,928.00 10/25/2011 348.0000 EA 348.00 10/25/2011 569.0000 EA 569.00 10/25/2011 449.0000 EA 1,347.00 10/25/2011 503.0000 EA 5,030.00 10/25/2011 TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK, TEXAS Seller and Buyer agree as follows: 1. SELLER TO PACKAGE GOODS. Seller will package goods in accordance with good conimucial practice. Each shipping contsioa shall be clearly and psrn meetly marked as follows _ (a) Seller's name and address, (b) Censipee s name, address rod purchase order or purchase release number and the supply agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the pecking slip. Seller shall bear coal of pckagtsg unless otherwise provided Goods shalt be suitably packed to secure lowest danspormhort casts and to conform with requirements ofcommon carriers 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 authorial to ship the goods uraler resavatan and not tender of a big of lading will operate as a tender of goods. 3. TITLE AND RISK OF LOSS. The title rid risk of [on 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 Nader of delivery of goods must Rutty comply with all provisiau of this contract as to time of delivery, quality and the lute. If e tends is made which does riot tidy conform, this shall castitute a breach and Seller shall not have the right to substitute a confoimchg tender, provided, where the time for performance has not yes expired, the Sella may reasonably notify Buyer of bia intention to cure and way then make a conforming leader within the contract time bat not afterward. S. INVOICES dt PAYMENTS. a Seller shall submit separate invoices. in duplicate, one each purchase order or purchase retease after each deliray. Invoices shall indicate the purchase order orpurchase release number and the supply agreement mamba if applicable. invokesshall be hemfzed and transportation charm if any, shall be listed separately. A copy of the bill of lading, and the fieight waybill when applicable, should be sued" to the invoice. Mail To: Accounts Payable, City of Lubbock. P. 0, Bat 2000. Lubbock. Texas 79457. Payment shall not be due until the above instrmments we submitted aRerdeiivay. 6. GRATU (TIES. The Buya may. by written notice to the Seller. cancel this contract without liability to Sella if it is determined by Buyer that grmitia, in the form of enertainmam, gifts or otherwise. were offaed 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 fovorablebesmhumt with —pal to the awarding or amending, or de making of any debesnrriartdons with roped to the performing of much ■ catdract lu tba evens tbis contract is canceled by Buyer purinuat 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 Sella in providing such gratuities, 7. SPECIAL TOOLS h TEST EQUIPMENT. lfthe price stated on the face hereof includes the cost of any special malinger special eat equipment fabricated or required by Seller for the puupmu of filling this order, such special fooling 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. 8. WARRANTY -PRICE. a The price to be paid by the Buyer shall be dut contained in Seller's hid which Seller warrants to be no higher due Seller's currotm process onorders by othas forproducts of the kind and specification covered by this agreement for similar quantities under similar of like conditions and methods of purchase. In the even Sella bmwhes this warranty, the pries of the items shall be reduced to the Seller's currant pied on orders by others, or in the alternative. Buyer may cancel this contract without liability to Seller for breach or Seller's actual expense. It. The Seller warrants. that no person or selling agency has been employed or retained to solicit or serum this contract upon an agreement or understanding for cammdasim percentage. brokeroM or contingent Fee excepting bogie fide employees of bare fide established commercial or selling agencies matatmined by tie Se11a for the purpose of securing business. For breach of viclasbm of this warranty the Buyer shall have the right in addition to soy other Highs of rights to cancel this contract without liability and to deduct five the contract price. or Otherwise recover without liability and to deduct firm the ommraa pica, or otherwise recover the Rug amount of such commission, parentage. brokerage or contingent fee. 9. WARRANTY -PRODUCT. Sella shill not limit or exclude my implied warranties and any attempt to do so shag render this contract voidable at the option of the Buyer. Seller warrants that the goods furnished will conform to the spscifk:ation, dawings, and descriptions pined in the bid invitatiom, and to the samples) famished M the Sella, if any. In the event of a conflict or between the specifications, dmwmgs, and descriptions. the specifications shag gcvaa. Notwithstandlog any provisions contained in the contractual agteematt, the Seller represents and warrants fault -see performance and fhnh-flee result in the processing date and time related data (imclediag, but not limited to calculating, competing and sequencing) of all hadwra, software and fmrmwore products delivered and services provided under this Contract, individually or in combination. as the can may be fiom the effective dater of this Contract Also, the Sella wmrrmts the year2000 cakvdrtlo s will be recopied and accommodated and will not, in my way, resub in hardware, soltwrm or firmware failure. The City of Lubbock, at its sale option, may require the Sella, at my times to demonstrate, the procedures it intends to follow in order to comply with all to obligations contained hacks. Tie obligations contained herein apply to produce and services provided by the Sella. its sub -Seller or my third party involved in the cmation or development of the products and services to be delivered to the City of Lubbock tusder this Coomsa Failure to comply with my 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 melding, but not limited to, its right pertaining to termination or default. The warranties contained herein star separate and discrete Rom army other warranties specified ire this Contract, and we not subject to any disctaiaer of wrruity, implied or expressed. or limitation of the Seller's liability which may be specified in this Conrad, its appe dieea. its schedules, its annexes or my document incorporated in this Contract by reference. 10. SAFETY WARRANTY. Seller warrants Ikat the product sold to the Buyer shall conform to the standards pro aulgated by the U. S. Department of Labor under the Occupational Safety and Heskh Act of 1970. In the event the product does riot conform to OSHA moeiorcb. Buyer may return the product far correction or replacement at die Seller's expense 1n the event Sella fails to make the apptoprisee correction within a reasonable lime, correction made by Buyer will be at the Seller's expense. if. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As part of this contract for saleSeiler agrees to sscertaia whether goods manufactured in accordance with die specifications attached to this egreemmt will give rise to the rigbdW claim of my third person byway of infimpmod of the like. Buyer makes no warranty that the production of goods according to the specification will not give rise to such a clalni, and is no event shall Buyer be liable to Seller for indermificatien In the event do Seller is sued on the grounds of inftiegarsent of the like. if Seller is of the opinion that an inRringemert or the firm will result. he will notify the Buyer to this effba in writing within two weeks after the signing of this sparment. If Buyerdoes net roeeive static- and is subsequently held liable for the in&hngemen'or the late, Sella will am Buyer harmless. If Seller m good fkah ascertains the production of the goods in accordance with the specifications will mob in meingement or the like, die contract shall be null and void 12. RIGHT OF INSPECTION. Buyer shall have the right to inspect the goods at delivery before accepting them. 13. CANCELLATION. Buyer shall have the right to cancel for default all or my part of the undelivered portion of this order if Seller breaches any of the [arms heeof including warranties of Seller orif the Seller bocamcs ioao&mt orcommixacts of basknquy. Such right of cancellstim is in addition to and not in lieu of my other remedies which Buyer may have in law or equity. 14. TERMINATION. The performance of work under this order may be terminated in whole, or in part by the Buyer in accordance with this provision. Tanis atian of work hereunder shall be effected by the delivery of the Seller of a "Notice of Termination" speci6rmg the emtent to which perf xtusicer of work under the order is terminated and the date upon which arch tenninsm ca becomes effective. Such right or termination is in addition to and not in lieu of the rights of Buyer ad forth in Clause 13, herein. 15. FORCE MAJEURE. Neither party shall be held responsible for losses, resulting if die fulailmemt of any tams of provisions of this contract is delayed or prevented by my cause not within the control of doe party whose performance is interfered with, and whim by die exercise of ressomabb diligence said party is unable to pmvem. 16. ASSIGNMENT -DELEGATION. No right or Interest in this contract shall be assigned or delegation of any obligetiom made by Seller without die written permission of" Buyer. Any attempted assignment or delegation by Seller shall be wholly void and totally ineffective for all purpose micas nadir in conformity with this paragraph. 17, WAIVER. No claim or right arising out of a breach of this contract can be discharged is whole or input by a waiver or rmumeiatlma of the claim orright unless the waives or rmrmelation is supported by consideration and is in writing signed by the aggrieved party. Ill. INTERPRETATION -PAROLE EVIDENCE. This writing, plus any specifications for bids and performance provided by Buyer in its advatisemaa for bids, and soy other docwuants provided by Seller as part of his bid, is intended by the parties as a find expression of their opeemeirt and int®drd also as a complete and a x,clusive statement of the terms of their agreement. Whenever a lam defined by the Uniform Commercial Code is used in this agreement. the definition contained in the Code is to camtsvl. 19, APPLICABLE LAW. This agreement skeli be governed by the Uniform Commaeial Cade. Where ever the tam "Unlfarm Cm®ereial Coda" is used, it shall be committed as meaning the Uniform Commercial Code as adopted in the Stse of Texas as effective and in force ore the date of this agteeoeat 20. RIGHT TO ASSURANCE. Whenever can party to this commoct in good hits uas reason to question die Aber parry's intent to perform he may demand dust the other party give written assurance of his intern to perfim [a the event that a demand is made mad no assurance is given within five (5) days. the demanding party may mat this failure sa an anticipatory repudiation of the eontraeL 21. INDEMNIFICATION. Seim shall indemnify. keep and am hemden the Buys, its agents, officials and employees, spinst all isdufm deaths, loss, damages, claims patent claim suits. liabilales. judgments, wets tied expenses, which may in anywise accrue agebut the Buyer in consequence of the graotinng of this Contract or which may anywiis result theref)om, whiedw or not it shall be alleged or dekrmimed that the set was reused through negligence or omission of the Seller or its eopkoye es, or of the subSell r or assignee or its employed, if any, cad the Sella shall, at his am expense, appear, defend and pry all charges of altmeys sand slh casts and otter expenses rising dherefiam of mcnured on connection therewith, md, ff my judgmemt shag be rendered slldat the Buyer in army sucb action, the Seller shag. at its own expenses, srtlsly and discharge the same Sella expressly understands and agrees the any band required by this contract. or otherwise provided by Sella. Shell in so way lima to responsibility to indeomify, keep and save harmless and defend the Buyer as herein provided. 22. TiME. It is hereby expressly agreed and understood that time is of the essence for the performance of this contract. and figure by contract to med the time specification of this agreement will cause Seller to be in default of ibis agreement 23. MBE. The City of Lubbock hereby notifies all bidders dirt in regard to my contract entered into pursuant to this request, minority and women business entaprises will be afforded equal opportunities to submit bids in response to this invitatpeo and will not be disco imLaed against on the grounds of two. color, sex or natural origin in consideration for an awed Rev. 08/2005 16bkklPURCHASE ORDER TEXAS TO: BAKER OFFICE PRODUCTS PO BOX 1920 LUBBOCK Texas 79408 INVOICE TO: CITY OF LUBBOCK ACCOUNTS PAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 Ordered 09/13/2011 Freight Requested 10/25/2011 Taken By Delivery PER ABBE S Page - 3 Date - 09/13/2011 Order Number 10003769 000 OP Branch/Plant 4111 SHIP TO: CITY OF LUBBOCK MUNICIPAL BUILDING 1625 13TH STREET LUBBOCK Texas 79401 BY: CONTRACT NO.8921 C ISAACS Description/Supplier Item Ordered Unit Cost UM Extension Request Date END OF RUN, 42" 8.000 46.0000 EA 368.00 10/25/2011 TSAPTE42 TRIM -VERTICAL CORNER, 42" 4.000 67.0000 EA 268.00 10/25/2011 TSA[TC42 PANEL -TRACKABLE, 42X60 4.000 636.0000 EA 2,544.00 10/25/2011 TSAPF4260 BRIDGE 24X42 5.000 265.0000 EA 1,325.00 10/25/2011 TS5TLB2442 CREDENZA, RH, 24X72 2.000 926.0000 EA 1,852.00 10/25/2011 TS5TLCR2472 CREDENZA, LH, 24X72 3.000 926.0000 EA 2,778.00 10/25/2011 TS5TLCL2472 DESK -SINGLE PEDESTAL, LH, 30X7 1.000 998.0000 EA 998.00 10/25/2011 TS5TLDL3072 DESK -SINGLE PEDESTAL, RH, 30X7 3.000 998.0000 EA 2,994.00 10/25/2011 TS5TLDL3072 TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK, TEXAS Seller and Buyer agree as follows: 1, SELLER TO PACKAGE GOODS. Sella will package goods in accordance with good commercial practice. Each shipping container shall be clearly and permanently marked as follows (a) Seder's name and address, (b) Consignee's name, address and purchase order or Purchase rel sse number and the supply agreement number if applicable, (c) Container number and total rumba of containers, e.g. box I c f 4 boxes, and (d) the number of the container beating the packing slip. Seller Anil bear cat of packaging unless otherwise provided Goods dull be suitably pecked to sccuvi bwcst mmsportadm t --I and to conform with requirements of com mon carriers mid sty applicable specifications, Buyer's count or weight shall be final and conclusive an shipments not accompanied by packing list& 2, SHIPMENT UNDER RESERVATION PROHIBITED. Sella is not authorized to ship the goods under reservation and no tender ores bill of lading will operate as a tender of good& 3, TITLE AND RISK OF LOSS. The We mad risk of loss of the goods shall net pass to Buyer until Buyer actually receives and taken poaaeuion of the goods at die point or points of delivery. 4. NO REPLACEMENT OF DEFECTIVE TENDER Every tender of delivery of gooda soup fully comply with all provisions of this contract as to time of delivery, quality and the like. If a tender is iamb which does not fully conform this shall constitute a breach and Sella shall not have the right to substitute ■ conforrabng tender, provided, where the time for performance hen not yet expbv4 the Sella may reasonably notify Buyer of his intention to cure and may then nuke a conforming tender within the contract time but not afterward. S. INVOICES d PAYMENTS. a. Seller shall submit separate invoices, in duplicate. erne each purchase order or purchase release afro each delivery. Invoices shall Indicate tine purchase order or purchase mlense number and the supply agreement number if applicabliL invoices shag 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. Boot 2000, Lubbock, Texas 79457. Payment shall not be due until the above inaovmeass hue submitted afladeiivery. 6, GRATUrTIES. The Buyer may, by written notks to the Seiler, cancel this contract without liability to Seller if it is determined by Buyer that gratuities, in the form of entertain F gifts or otherwise, were offered or given by !fee Seller, a any agent or representative of the Seikr, to any of lea or employee of the City of Lubbock with a view to sensing a contract or sectuvng flsvomble treemnem with respnR to the awarding or amending, or the making of any determinations with trap-,, to the performing of ouch ■ contract in the evens thiscontract is canceled by Buyer puraumt to thin provision, Buyer shag be entitled, in addition to any of err rights and remedies. to recover of withhold the amount of the cop incurred by Seller in providing such 1patudics. 7. SPECIAL TOOLS d I ES I EQUIPMENT. If the price stated on the raw baeaf includes the cap of any special tooling or special let equipment fabricated or mquied by Seller for the purpose of filling this order. such special tooting equipment and any process sheets relatvid thereto shall become the property of the Buyer and to the extent fetuble shad be idcoefied by the Seller as sucR S. WARRANTY -PRICE. a. The price to be paid by the Buyer shall be that contained in Seller's and which Sella 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 purchas-. In the event Seller breeches this warranty, the prices of the items shall be reduced to the Sellei'm current prices on orders by others, or in the alternative. Buyer may cancel this contract without liability to Sella for breach or Selle's actual expene b. Tea Seller wainsims the no person or selling agency has been employed or retained to solicit or mein this contend upon an agreement or understanding for comeei ion, percentage. brvkaag& orcontbngent fee excepting bona fide employees ofb to fide established commercial or selling agencies rnsi nshad by the Seller for the purpose of securing business. For In of viclation of this warranty tea Buyer shall have the right in addition to any otter right of rights to cancel this contract without liability and to deduct from the contract prim, at otherwise recover without liability and to deduct from dw contract prim, or otherwise recover the fLll amount of such commission, percentage, brokerage or contingent fee. 9. WARRANTY -PRODUCT. Seller shall not limit orexclude any implied warranties and any attempt to do so shall Tender this castria voidable at the option of the Buyer. Sella warrants that the goods furnished will conform to the spcciScatioa, drawings, and descriptions listed in the bid inviatioo, and ro the asrnpie(s) fbmished by the Sella, if arty. In the a wee! of a conflict or between the speeilkatiens, drawings, and descriptions, the speeificadoes shall sovero. Ndwithi mm"S any provisions contained in the coohtctuai agreement. the Seller represents and warraols fault -flee performance and fault -five remit in the processing date and date related data (inelthdiag, but not limited to calculating, computing and sequencing) of stl badiveim software and firmware products delivered and savica provided noder tea Contract, individually or in combination, as the came may be flute the effective data of this Contract Also, the Sella warrants the yesr2000 calculations will be recognized and accommodated and will not, in any way, result in hardware, sollwaris or firmwete faihum. The City of Lubbock. at its sod option, may require the Seller, as any tons. to dre noosirpe the procedures it intends to follow in order to comply with all the obligsliasa contained harm Tea obligations contained herein apply to products and services provided by the Sella, its su6&ikr or any third pasty involved in the creation or dcvelopmmt of the products and services to be delivered to the City of Lubbock under this Comlract Failure to comply with any of the oblipaicw 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 hereof am se{uraoe sad diuYe a Pram 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 ion this Connect, its appendices, its schedule& its annexes or any document incorporated in this Contract by reference. 10. SAFETY WARRANTY. Seller warrants that the prrxhnct sold to the Buyer shall conform to the standards promulgated by the U. S. Department of Labor under the Occupational Safety and Health Ad of 1970. la rho event the product does not conform m OSHA standards. Buyer may return the product for conviction or replacement a the Seller's expemss. In the event Seller fails to make the appropriate correction within a reasonable lime, correction made by Buyer will be at the Seller's expense. 11, NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As pat of this comact for sale Seller agrees to ascertain whether goods memfactumd in accordance with the specifications attached to this alitwoo m will give rise to the riglidW clam of any third paean by way of infringement of the talcs, Buyer makes no warranty that the productiaa 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 Sella Is sued on the grounds of infringement of the hike. If Sella is of the opinion that an infrmgeuaent or the like will res ilL he will notify the Buyer to this effect In writing within two weeks after do signing of this agreement, If Buyer does not receive notice and Is subsequently bold liable fordo uiftmgem xd orthe iU Sella wit save Buyer hwmka, If Sella is gnix1 faith uctetains the production of the pods in accordance with the specifications will result on infringt tram or the like, the coahact shall be cull and void 12. RIGHT OF INSPECTION. Buyer shall hove the right to inspect the goods at delivery before accepting them 13. CANCELLATION. Buyer chart have the right to cancel for definrk all or any part of doe undelivered portion of this order if Sella breaches any of the terms hereof including warranties of Seller or if the Seller becomes insolvent or commits sets of bamimupscy. Such right of canccllntion is in addWou to and not in lieu of any other remedies which Buyer may have in law or equity, 14. TERMINATION. The perforteuace of work under this order may be terminated in whole. or in part by the Buyer in aexordonee with this prortmion. Termination of work hereunder shall be effected by ate delivery of the Sella of s "Notice of Termination" specifying dace extent to which paformanm of work under the order is terminated and fee deft upon which such lamination becomes effective. Such right or termination is in addition to and not in lieu of the rights of Buyer set forth In Clause 13, herein. f!. FORCE MAIEUR£. Neitherpedy shall be held responsible for losees, resulting if the fulfillment of any tams of provisions of" coomact is delayed or ptviveated by any cause not within the control of the party whose perfontaooc is Interfered with. ad which by the exercise of reasonable diligence said party is unable to prevent 16. ASSIGNMENT -DELEGATION. No right or interest in this contract [hall be xulgrhed or delegation of cry obligation made by Seller withend the written perunissim of tea Buyer. Any attempted assitpunci t or deleptica by Seller shall be wholly void aid totally ineffective for all purpose unless nude in eonfomity with this paragraph. 17. WAIVER. No claim or rigid arising out of a breach of this contract can be discharged in whole or in pet by a waiver or mouncbtio n of the c Wm or right unless the waiver or rmumclatim is supported by caasideratian aid is In writing signed by the agpieved party. 18. INTERPRETATION -PAROLE EVIDENCE. This writing, plus army specifications for bids and mrformamcs provided by Buyer in its advertisement for bid& and any otba dmr.rnerus provided by Sella as part of his bid, is intended by the panties as a Mal expression of their agreement and intat also as a complete and exclusive statement of the terms of their agreement Whenever a term defined by the Uniform Commercial Code is used in this agreement, the definition contained in the Code is to cantroL 19. APPLICABLE LAW. This agreement shall be governed by rho Uniform Commercial Code. Where ever the term "Uniform Commtaclal Code" is used, it shall be construed as meaning the Uniform CommercW Coda a adapted in the Stage of Texas as effictive and in force on the data of this agmemak 20. RIGHT TO ASSURANCE. Whenevereae party to this contend in good With has reason to question the other patty's Intern to perform he may demand that Ise other party give written assurance of his intend to perform, in the event that a demand is made and so assurance is given within five (3) days, the demanding patty may tent this fidluric as an anticipatory repudiation of the confreres 21. rNDEMNIFICATION. Seller shall indemnify, keep and rive herralcu the Buyer, its agents, officials and employers, apkrat all injurbn, dradu, loss, damages, claims, paten ctahm, SuiM liabilities, judgments, costs and experows, which may in anywise arum spirits the Buyer in consequence of die gramtfng of this Contract or which may anywise result therefxtm, whether or Ira it shall be alleged or determined that the so was catsed through segligemce or omission of the Seller or its employees, or of the subSeler or assignee or its employees, if army, and the Sella shall. at his owes expense, appear, defend and pay all charges of atMmeys and all costs and otter expenses arising therefrom of incurred in connection therewith, and, if army judgment shall be rendered agaimss do Buyer in any such action, rho Seller shag, at its owns expenses, satisfy and discharge the same Seller expressly understands and agrees that say bond requited by this contract, or otherwise provided by Seller, shall in no ways limp the nspomubility to indemnify, keep and save harmless and defend the Buyer as hereto provided. 22. TIME. It is hereby expressly agreed and understood that time is of the essence for the performance of this eoatrarx, and feihae by contract to meet the time sp-educations of this apzement will cause Sella to be in default of this agreemrrtt, 23. MBE. "lice City of Lubbock hereby notifies all bidden that in regard to my contract entered into pu su mt to this request. minority and woman business enterprises will be afkwded 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 amuidcration for an award Rev. 08/2005 40, f1ub1bock PURCHASE ORDER TEXAS TO: BAKER OFFICE PRODUCTS PO BOX 1920 LUBBOCK Texas 79408 Page - 4 Date - 09/13/2011 Order Number 10003769 000 OP Branch/Plant 4111 SHIP TO: CITY OF LUBBOCK MUNICIPAL BUILDING 1625 13TH STREET LUBBOCK Texas 79401 INVOICE TO: CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 BY: Ordered 09/13/2011 Freight Requested 10/25/2011 Taken By DefiVery PF4 AE&J S CONTRACT NO.8921 Des iption/Su . ' Item Ordered CREDENZA, LAT FILE, 24X72 1.000 TS5TLL22472 OVERHEAD STORAGE DOORS 1.000 TS5TLOD72 DESK -SINGLE PEDESTAL, LH,30X66 2.000 TS5TLDL3066 RETURN, RH, 24X42 1.000 TS5TLRR2442 BOOKCASE, 36X72 1.000 TS5TLBK3672 BOOKCASE, 14DX36WX72H 1.000 TS5AB723614 CABINET -STORAGE, 3 SHELVES 1.000 RSC24364FF TABLE-RECT, 36X60 1.000 BFRR3660 C ISAACS Unit Cost UM Extension Request Date 1,687.0000 EA 1,687.00 10/25/2011 851.0000 EA 851.00 10/25/2011 945.0000 EA 1,890.00 10/25/2011 682.0000 EA 682.00 10/25/2011 580.0000 EA 580.00 10/25/2011 670.0000 EA 670.00 10/25/2011 1,420.0000 EA 1,420.00 10/25/2011 567.0000 EA 567.00 10/25/2011 TERMS AND CONDITIONS IMPORTANT. READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK, TEXAS Seller and Buyer agues as follows: 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) Seiler'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 told number of contains, e.g. box I of 4 boxes, and (d) the number of the container bdving the packing slip. Seller shall how cost of pocks g ales orherwmae provided Goods shall be suiteWy pwJmd to secure lowest transportation costs and to conform with requbeatrnla of common carriers and my applicable specifications. Buyer's count or weight shall be final and conclusive on shipments ad accompanied by packing lid 2. SHIPMENT UNDER RESERVATION PROHIBITED. Sella is nd authorized to ship the goods under reservation and no tender of a bill of lading will opanle as a reader of goods. 3. TITLE AND RISK OF LASS. The title and risk of less 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. must fully comply with all provisions of this contract as to time of delivery, quality and the like. If a tender is tnads which does not fully conform, this shall constitute a breach and Sella shall not have the right to substitute a conforming lender, provided, where the time for performance has not yet expired. the Seller may reasonably no* Buyer of his intention to cure and may then make it conforming tender within the conttsct time but not afterward 5. INVOICES & PAYMENTS. a. Sella shall submit separate invoices, in duplicate. we each puecham a order or purchase release after each delivery. Invokes shall Indicate the pinclase artier or purchase release number and die supply mgreement number if applicable Invalces shall be itemlaed wad 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, Bin 2000, Lubbock Texas 79457. Payment shall ant be due until the above instruments are submitted aft delivery. 6. GRATUITIES, The Buyer may, by wrinem notice to the Seller, cancel this contract without liability to Sella if it is determined by Buyer that gatuities, in the form of eatenainumooK gifts or otherwise, were offered or given by On Seller, or pay agent or mpreamodiva of the Seller, to any officer or employee of is City of Lubbock with a view to securing a contract or securing favorable eseaiseetnt with respect to die awarding or aumemdin16 or the making of any determinations with respect to the performing of sucks a contract. Inthe event this contred is canceled by Buyer putnam to this pnovisim Buyer shall be entitled, In addition to any other rights and remedies, to taborer or withkold the mamma of the case incurred by Seller in providing cosh gsatu+lies. 7. SPECIAL TOOLS d TEST EQUIPMENT. If the price stated an the face hereof includes the coat of pay special tooling or specW test equipment fabricated or rexpnied by Seller for the purpose of filling this ardor, such special loafing equipment +and awry process sheets related thereto shall beer the property of The Buyer and to the extent fwible shall be identified by the Seller as each. g. WARRANTY -PRICE. u The price to be paid by the Buyer shall be that contained in Sellea's bid which Sella wan mo to he tho highs thin Seller's current process onorderer by titers forproductsof the kind and specification covered by this agreement for similar quantiias under similar of like conditions sod methods of purchaar. In the event Selig immochea this warranty. the prices of the items shall be seduced to the Seller's current prices an orders lay others orin rise alternative. Buyer may cancel this contract without liability to Sella for breach or Seller's actual expense. b. The Seller warrants that no person or selling agency has been employed or retsmvd to solicit or secure this contract upon an agrommmt or uedetstmdinS for commission, percentage, brokerage, or contingent fee excepting ban& fide employees of boar lids established commercial or selling agencls maintained by the Seller for the purpose of securing business. For breach of vitiation of this warmly the Buya shad) have on rigid in addition to my other right of rights to cancel this contract without liability and to dock from The contract price, or atherwisc recover without liability and to deduct fimm the contract price, or otbawise recover the fall amoumat of such crnmnisalm percentsge, brokerage or contingent fast. 9. WARRANTY -PRODUCT. Seller shall not limit orexclude my implied wrrmties and any attempt to do so shall rest I this contract voile at the option of the Buyer. Sella wrrmta that the goods rumithed will conform to the specification, drawhige, and descriptions (fated in the bid invitati m, and to the sampiels) fiunished by the Sella, if any. Inthe event of s conflict or between its specifications, drawings, and descriptions, the specifications shaft govern. Notwithstanding any provisions contained in the contractual sureemest, the Seller represents and warrants fault -five perfxmmeb god liuh-five result in the processing dots and rote related date (including but moo limited to caleuaini computing and sequencing) of all hardware, software and fh am products delivered and services provided under this ConvaM individually or in combination, ere the case may be from the effective data of this Contrail Also, the Sella warrants the yar2000 calculations will be recognized and accommodated and will M. in any way, result in hardware, aflwae or firmware failum The City of Lubbock at its sole option, may require the Sella, at my time, to demonstrate the procedures it intends to follow in order to comply with all the obligations contained herein The obligations contained herein apply to products and services provided by the Seller. its sub-Selkr or my third party involved in the creation or development of the prodrocts and services to be delivered to rue City of Lubbock tutelar this Coomam Failure to comply with any of the obligations contained herein, may result in the Ciry of Lubbock availing itself of any of its rights under the law and under this Contract including, but oat limited to, its right pertaining to lamination or default. The warranties contained herein we separate and discrete from any other warranties specified in this Contract, and are not subject to any discbimer 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 documma incorporated in this Contract by referrow. 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. la the event the product does not conream to OSHA standards, Buyer may return the product rat correction or replacement at the Salla'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 part of this contract for sok Seller sum to ascertain whether goods manufaclWtd in accordance with the specifications attached to this agreement will give riser to the rigktfitl claim of my third person by way of infiOtgemeat of the like. Buyer makes no warranty that the production of goods acrnrtgng to the specification will not give rise to such a claln4 and in no event shall Buyer ire liable to Sella for mdermffilatim in the event that Sella is sued an the grounds of inftissgemeat of the tihe if Seller is of the opinion that tin infiIngemen' or the lily will result. he will notify the Buyer to this effect is writing within two weeks afkr the signing of thin agreement. If Buyer does not receive rnolice and Is subsequently held liable for the infringement err titer 11ke Seller wilt rave Buyer haemleas If Seller im good 6ith aaabtains the production of the goods in accordance with the specifications will result in in]}ingement or the like, the contract And. be null ad void. 12, RIGHT OF INSPECTION. Buyer shag have the right to aspect the goods at delivery before wing them. 13. CANCELLATION. Buya shall have the right to cancel for default all or my part of the undelivered portion of this order if Seller bteschea any of the terms hemof including wrn o ics of Seita orif doe Seller becuuna inwlvem orcmamia acts of bmkcuplcy. Such right of cancellation L in addition to and not in lien of my other remedka which Buyer may have in law or equiy. 14. TERMINATION. The perfarmmu a of work under this order may be temtisatod 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 Saller of a "Notice of Termination" specifying the extent to which paiermanco of work under the order is terminated and the date upon which such termination becomes effective. Such right or termination fa in addition to and ad in lieu of the rights of Buyer set forth in Clause 13. herein. 15, FORCE MAIEURE. Neither party shall be held responsible for loses, resulting if the fulfillment army Its of provisions of this contract is delayed or prevented by my cause not within the control of The prty whose performance is mum it with, and which by this exercise of reasonable diligence said party is unable to prevent. 16. ASSIGNMENT -DELEGATION. No rigid or ineered In this contract shall be assigned or dekpd m of my oWigatim made by Sella wi&wA the wnnm pomusom of die Buyer. Any attempted assignment or dekgotlon by Seller shall be wholly void and totally ineffective For all purpose unless made in conformity with Thu paragraph. 17. WAIVER. No claim or right rising out are breach of this contract can be dWAw pid in whole or !sport by a waiver or renunciation of the cam or right unlen The walver or renunciation is supported by crosldarrtim and im in writing signed by the agape ply. 19. INTERPRETATION -PAROLE EVIDENCE. This writing, pity any specifications for bids and performance provided by Buyer in its edvethement for bids, and any other documents provided by Seller a part of his bid is onterhded by the parties me a final expression of their agreement and Intended also as a complete mud exclusiva atatememt of the team of their agreement Whenevera term dented by the Uniform Commercial Code is used in this agreement the definition consineA im the Cade is to control. 19. APPLICABLE LAW. This agreement shall be governed by the Uniform CommwcW Code. Where dyer the term "Uniform Commercial Code" is used it shall be construed as meaning the Uniform Commercial Code as adopted In the Sate of Texas w effective and in farce an the date of this agreement. 20. RIGHT TO ASSURANCE. Whenever one party to this contract in goad faith has reason to question the other parry's intent top. harm be any denumd that this other pity give written assurawOe of his Intent to pot IN In the went that a demand is made and no assurance is given within five (3) days. The demanding party may neat this failure as an anticipatory repudiation of the contract. 21. INDEMNIFICATION. Seller shall imdemady, keep and am harmless the Buyer. its agents, otikialm and etn;iioyeos, against all injuries, deadp, loW damages, claims, patent claims, suits, liabilities, judgments, costs and expenses, which may, in anywise accrue against the Buyer in consequence of the granting of this Contract or which may anywise mat thee8mm, whether or end it shall be alleged or detmninmd that the act was caused through megligeece or omission of the Seller or its employcea, or of the subSeller or assignee or its employees, if my, and the Sella suit of his own expenam, appear, defend and pry all charges of altormeys and all costs and other expenses rising Thereftom of incurred in cmmectim therewith, and, ff aay judgment shah be tendered against the Buyer in any such aetiom. the Seller shall. at its own expenses, satisfy and discharge the tmme Seller expressly hmderstmlgt red agrees dal may bend required by this coubmiM or otherwise provided by Seller, shell in np way limit The respommily to imdem*. keep and nave harmks and defend the Buyer as heroin provided 22. TIME. It is hereby expressly agreed and undassood that time is of the essence for the perform = of this contract, and failure by contract to meet the time specifications of this agaeem east will carats Seller to be in dermlt of this agreement. 23. MBE. The City of Lubbock hereby notifies all bkddm that in regard to may contract entered into pursuwu to this request, minority and women business enterprises will be afforded equal opportunities to =limit bids in response to this invitation and will not he dlimaiminsted against our the grounds ofrace, color, sex or natural origin in caneidmoion for as award. Rev. 08/2005 WHRk PURCHASE ORDER TEXAS TO: BAKER OFFICE PRODUCTS PO BOX 1920 LUBBOCK Texas 79408 INVOICE TO: CITY OF LUBBOCK ACCOUNTS PAYABLE P.O. BOX 2000 LUBBOCK, TX 7%57 Ordered 09/13/2011 Requested 10/25/2011 DeliYety PER ABBE S IDesx1pd9n/Supp1hj er Item LESS 43.80% Page - 5 Date - 09/13/2011 Order Number 10003769 000 OP Branch/Plant 4111 SHIP TO: CITY OF LUBBOCK MUNICIPAL BUILDING 1625 13TH STREET LUBBOCK Texas 79401 BY: Freight Taken By CONTRACT NO.8921 Terms NET 1ST OF MONTH, PASTDIIE 11TH Ordered_ 1.000 C ISAACS Unit Cost UM Extension _Request Date (29,202.3900) EA (29,202.39) 10/25/2011 Total Order 37,469.61 This purchase order encumbers funds in the amount of $37,469.61 for a bid awarded to Baker Office Products of Lubbock, Texas, on March 23, 2009, in accordance with Resolution No. 2009-R0100. The following are incorporated into and made part of this purchase order by letter of ratification or Resolution No. 2009-110100. CITYY OF LUBBOCK ,ATTEST: Tom Martin, Mayor Rebec6!i��ecreta, TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK, TEXAS Seller and Buyer agree as follows: 1. SELLER TO PACKAGE GOODS. Seller will pKiiage goods in accordance with good commercial practice. Each shipping container shall be clearly and permanently ranked as follows (a) Seller's norm and address (b) Conslpee's name, addrea and pu chaw order or purchase release number and the supply agreement number if applicable, (c) Container number and total number of conuineM e.g, box 1 or4 bones, and (d) the number of the container bearing the pecking slip. Sella shall bcwcost of peekagiag unkm otherwise provided Good shall be suitably packed to secure lowest transportation coats and to coofare with requiremenu of common carrier and any applicable specilicatiau. Buyer's caaru orweight shall be final and conclusive on shipments not accompanied by peeking lists. 2, SHIPMENT UNDER RESERVATION PROHIBrrED. Seller is not authorized to ship the goods under reservation and no tender of a bill of hairs will operate as a tender of goods. 3. TITLE AND RISK OF LOSS. The title and risk of bar of the pods shall nos pass to Buyer until Buyer actually receives and takes possession of the pods at the point or points of delivery. 4. NO REPLACEMENT OF DEFECTIVE TENDER, Every soda of delivery of pods must belly comply with all provisions of this contract an to time of delivery, quality and the Igra. Ifs tender is made which does not rally conform this shaft conatitote a breach and Seller shall not have time right to substitute a conforming tender, provided, where the time for performance has not yet expired. the Seller may reasonably notify Buyer of hu intention to cure and may then make a conforming tender w ithin the contract time but not afterward. S. INVOICES & PAYMENTS. a. Seller shall submit aepn-1, invoices, in duplicate, am each purchase ardor or purchase release after each delivery. Invoices shall indicate the purchase order or porch= miaw number and the supply agpoement number Itapplieable. Invokes shall be itemimd sad transportation china if any. shall be listed separately. A copy of the bill of lading, and the freight waybill when applicable. zbould be attached to the Invoice. Mail To: Accounts Payable, City of Lubbock. P. O. Box 20W, Lubbock. Texas 79457. Payment shall not be due until the above instruments ane submitted after delivery. 6. GRATUrr1ES, The Buyer may, by written elite to the Segue, cancel this connect without liability to Seller if it is determined by Buyer that gratuities, in the form of cote taumment, gifts or otherwise, wen offered or given by the Seger. or any scant or representative of the Seiler, to any officer or employes of the City of Lubbock with a view to securing a contract or securing ravorable trannesit widr respect to the awarding ori meodiosa, orrho making of any determinations with rcsQect to the performing of such a con&wL In the event this connect Is canceled by Buyer Pursuant to this provision, Buyer shall be entitled. in addition to my other rights and remedies, to recover or withhold the amount of the coat Incurred by Seller in providing such gratuities. 7. SPECIAL TOOLS & TEST EQUIPMENT. Ifdw price stated on the face hereof includes the tort of any special tooling or special tat equipment fabriested or required by Seiler far the purpose of figmg this order. such special tooling equipment and my procaa sheets related thereto shall become the property of the Buyer and to the extant feuible shag be ide ntilkd by the Seller a such. g. WARRANTY -PRICE. a. The price to be paid by the Buyer shall be that contaimA to Setters bid which Seiler warimas to be no higher than Seller's corrsnt process on orders by others for products of the kind and speciflemim covered by this agreement for similar quantities under similar of like conditions and anthoda of purchase. In the emit Seller breaches this warranty, the prices of the item :lull be reduced to the Seller's outem prices on orders by others, or in the alternative, Buyer may cancel this contract without liability to Seller for ixtich or Sellers actual expaman. b. The Sella warrants that no permit or selling agency ha boost employed or retained to solicit or secure thiscontract upon an so - or understanding for commissim, pin tai p. brokerage, or contingent The excepting how fid employea of bona lids established commercial or selling agencies maintained by the Selma for the purpose of seaming busmess. For breach of viciation of dhis warrsmty the Buyer shell have the risk in addition to any other right of rights to cooed ibis contract without liability and to deduct 6om the contract price, or otherwise recover without liability and to deduct five the contract price, or otherwise recover the tag amount of such commissiaa pereemsss, brokerage or contingent fee. 9. WARRANTY -PRODUCT. Seller shall not limit or exchada my implied warranties and arty attempt to do so shall reads Luis cost - voidable at the option of the Buyer. Seller warrants that the goods fwuished will conform to the specification, drowmgs, and descriptions listed in the bid invitation, and to the sample(a) famished by the Seller, if any. In the event ore conflict or between die specifications, drawmgps, wail descriptions, the specifications shall govern Notwithstanding any provisions coomined ire die cantrattwi sg . the Selkx sepre, , is and warrants fault -flee perfatmnnce and Wit -five resuk In the processing due and dam related data (including, but not limited to calcuWing. comparing and saeptmeins) of all hardware, software and Brmwam products delivered and services provided under this Contract, individually or in combination, as dos eau may be from der effacdvo data of this Contrsc6 Also, the Seller warrants the yew2Oo0 calculations will be recognized and accommodated and will not, in any way, result in hardware, software or throw= faihme. The City of Lubbock, at its sole option, may require the Sella at any time, to dimim dram die procedures it intends to follow in order to comply with all the obligations contained herele. The obligations contained herein apply to products and services provided by the Seller. Its sub -Seller or any third parry involved in the creation or ilmelopmerd of the pro&tda 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 ire the City of Labbock availing ilself of any of its rights under the law and under this Contract including" big not limited to, its right pertaining to termination or default. The warranties contained herein are separate and discrete ffmm any other warranties specified in this Contract, and we rat subject to any disclaimer of warranty. implied or expreaaed, 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 refaeate. 10. SAFETY WARRANTY. Seller warrants that the product sold to the Buyer shag confwm to the standards promulgated by the U.S. Departmaat of labor under the Oceuprtianal Safety and Hesitb Act of 1970. in the event the product does not c oaform to OSHA standards" Buyer may retwn the product for correction or replatxmemt at the Seller's expeme; In the event Seller fails to make the appropriate correction within a rcm*aabk tune, correction made by Buyer will be at the Seller's expeuse 11. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As part of this contract ror sale Seller agrees to aeeeAain whether goods manufactured in accordance with die specifications attached to this agreement will give rise to the rightful claim of my third paw by way of inffimgemanR of the hie. Buyer makes no warranty drat the production of pods according to the specification will not give rise to such a claim. and in no event shall Buyer be liable to Seller for indermrific nkit in the event that Sella is surd an the Pounds of inffingemaN of the lira. IPSeller is of the opinion that sat InBvagemaat orthe lice will result. he wilt notify the Buyer to this.effect in writatg within two weeks after the signing of this .vivememt. If Buyer does net receive notice and Is subsequently bald liable for the inftiogfemmt err the lilra. Sailor will am Buyer harmka. if Sally In load faith eteertaium the production of the goods in accord ew with the specifications will result In hof emnent or the I" the contract shall be mull and void 12. RIGHT OF INSPECTION. Buyer shall have the right to inspect the goods at delivery before accepthngthem 13. CANCELLATION. Buyer shall have the right to coral for default all or any part of the undelivered portion or this order if Seiler breaches any of the terms hereof including warranties of Seller orif the Sega becomes bnoh,ent orcommga ado of bamknq tcy. Such right of cancellation is in addition to mod not in lieu of any other n medico which Buyer may have in law at equity. 14, TERMINATION. Thc performance of work under this order tray be terminated in whole, or in pat by the Buyer in aecordanee with this provision Termination of wart hereunder shall be effected by the delivery of the Seller of e"Notice of Termmatiod' specilymg die extent to which perforomoon of work under the order is terminated and the data upon which such termination becomes effective. Such right or termination is in addition to and not in lieu of the rights of Buyer ad fonts to Clause 13. herein 15. FORCE MAJEURE. Neither pony stall be held responsible for losses, resulting if the fulfillment of any term of provisionsof this contract is delayed err provented by my cause not within the control of due party whore pafemm ice is interfered wkh, and which by the exercise of rasonsblediliganee said party is unable to provers. 16. ASSIGNMENT -DELEGATION. No right or Interest In this contract shall be assigned or delegation of my obligation me& by Sella without the wrinmm pernsismic s of the Buyer. Any atfemripfed son stmmat or dekgmtfam by Sella shall be wholly vod and totally imltestive for all purpose union made In conformity with this paragraph. 17. WAIVER. No claim or right arises out ore breach of this contract can be discharged in whole or in part by a walver or memun hitime of the claim or right union 16e walver or remmclatim is supported by wnouleration and is in writing signed by the asgrbvod pity. 18. INTERPRETATION -PAROLE EVIDENCE. This writing, plta my specifications for bids and performance provided by Buyer in its advertisement for bide, and my other documents provided by Sella an part orbit bid, is Intended by the pantie as a final expression of their agreement and intended also as a complete and exclusive statement of the tesian of their agseemea Whenever a term defined by the Uniform Commercial! Code is used in this agreement. the definition conained in the Code is to control. 19. APPLICABLE LAW. This agreement shag be gummed by the Uniform Commercial Code. Wbero ever the taw "Uniform Commercial Code" is used, it shall be ronRrned as messing die Uniform Commercial Coda a adopted in the State ofTcxu a effective and is force on the daft of this agroenteoL 20. RIGHT TO ASSURANCE. Whenever am parry to this contract in good &A ban rearm to question the other party's intent to perform he any demand the the other party give written assurance of his intent to Pat lot In the event that a demand is merle mod no asaruance Is given within free (5) days, the demanding Party may new this fiilure as an anticipatory repudiation of the contsw 21. INDEMNIFICATION. Seiler shall indemnify, keep and save heelers the Buyer. Ile agents. officials and employees. allemu all injuries. dcadis, loss. dumps, claim patent claims, suits. liabilitles,lidg meats, costs and expenses which may in anywise axnw agahot the Buyer in consequence of die greeting of this Contract or which may anywise result Ihero6nm, whether or not it shall be alleged or determined that the act was caused through negligence or omission of the Sella or Its eotployees, or of the subSeller or assigne s or its employeas, if shy. and the Seller shelf, at his own expense, appear, defend and pay all charges of attoonsteys and all costs and other expnuq atisims therefrom of incurred In connectiaa therewith, and. if anyiudsaent shag be roedarW arADO the Buyer ire any such achcs4 the Seller shall, at ire owe expe nsim satisfy and discharge the team Sdkr expressly understands aid atpees that any bond required by this contract, or otherwise provided by Seller. shell in no wry limit the respaanbiliry to mdeoniJy, keep and save harmlm and delbnd the Buyer as heroin provided. 22. TiME. It is hereby expressly agreed sod understood that time is of the essence for the performance of this contract, and failure by contract to meet the time sp iciflriniona of this agreement will cause Seller to be in default of this agreement. 23. MBE, The City of Lubbock hereby oaifies all bidders that in regard to any contract entered into pursuant to this requean, minority and women business enterprises will be afforded equal opportunity to submit bids in response to this invitation and will not be aisvimmaded against on the grounds of rocs, color, sex or natural origin in consideration for an award. Rev. 08/2005 city of ubbkk lk i11AS TO: Pi_"R('HASE ORDER BAKER OFFICE PRODUCTS PO BOX 1920 LUBBOCK Texas 79408 SHIP TO: Resolution No. 2009-ROIOO Page - I Date - 1113 2011 Order Number 10004248 000 OP BruDch Plant CITY OF LLTBBOCK INFORM ATIO_V TECHNOLOGY CC-) MARK YEARN`'c7(-)D 1611 10TH STREET LIJBBOC'K Texas 79401 INVOICE TO: CITY OP LUBBOCIC ACCOUMS PAYABLE P.O. BOX 2000 LUBBOM TX 79457 BY: Made Nvmvz, Director of Pare ng & Contract Managen=t )rclered 1115 2011 Freight Requested 12 28 2011 Taken By C ISAACS Delivery PER LEVELS-L REQ 38442 CONTRACT NO. 8921 Description Supplier kern Ordered Unit Cost L'Nl Extension Request Date Steelcase Chair 10.000 661.4700 EA 6.614.70 12 282011 V Bridge Corner Counter 8.000 407.1600 EA 3,257.28 12 28 2011 Curved Reception Desk 2.000 1,719.9900 EA 1.439.98 12 28 2011 File Storage Credenza 1.000 1.349.3700 EA 1349.37 12 28 2011 Curved Reception Desk 1.000 1,821.7800 EA 1,821.78 12 28 2011 Curved Reception Desk 1.000 1.915.7400 EA 1,913.74 12 28 2011 Right Hookup Return 1.000 1,318,0500 EA 1, 318.05 12 28 2011 Lett Hookup Return 1.000 1.318.0500 EA 1,31&05 12 282011 L Return 8" Counter 2.000 1.067.4900 E.-� 2.134.98 12 28 2011 4 Wood Door Ganging 01'all Alt. 2.000 1.190.1600 EA 2,380.32 12 28 2011 d Wood Door Cianging NVAI Nit. 1.000 845.6400 EA 843.64 12 28 2011 4 Wood Door Ganging Wall ML 1.000 1.333.7100 EA 1,333.71 12 282011 C" %Vork tatio�n Bridge 1.000 438,4800 FA 438.48 12 28 2011 L-' Workstation Credenza 1.000 1.427.6700 EA 1.427.67 12 28 2011 L Return 8" COLinter 1.000 1.067.4900 EA 1,067,49 12 28 2011 Open Bookca..se 3.000 806.4900 EA 2.419.47 12282011 Steelcase Chair 53.000 148.9300 EA 7,893.29 12 28 2011 Right Hookup Return 1.000 1.281.5100 EA 1.281.51 12 282011 L Return 8" Counter 1.000 968.3100 EA 908.31 12 28 2011 Total Order Tenor NET 1ST s)F MONTH, PASTWE 11 TH 43,22382 This purchase order encumbers funds in the amount of $43,225.82 for a bid awarded to Baker Office Products of Lubbock, 'Texas, on March 23, 2009, in accordance with Resolution No. 2009-R0100. The following are incorporated into and made part of this purchase order by letter of ratification or Resolution No. 2009-R0100. CITY OF LUBBOCK ATTEST: Tom Martin, Mayor Webcca Garza, City Secret ry TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CiTY OF LUB13OCK, TEXAS Seller and Buyer agree as folows: 1. SELLER TO PACKAGE GOODS. Sella wIII package gooda In accordance with good commercial practice. Each shipping container 9W be dearly and permanently marked s follows (a) Sella's same and addimaf, (b) Consignee's name, add= and purthse order or purchase micom number and the supply agreements number if applicable, (e) Container number and coal number of containers, e.g. box I of 4 bases, and (d) the number of the container having this pecking slip. Sella shell bow cost of packaging unk a otherwise provided Goods shall be suitably packed to secure lowed transportation con and to conform with requirements of common carriers and any applicable specifieatiom. Buyer's count or weight ,hail be final and conclusive on shipments not accompanied by packing lists. 2. SHIPMENT UNDER RESERVATION PROtUBITED. Sella is ant 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 goads shall not pan 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 coanact as to time of ddivory, quality and the likes Ifs. tender is made which does not fully conform, this shad constitute a beach and Sella shall ad have the right to substitute a conforming tender, provided, what the time for performance has not yet expired, the Sella may reasonably notify Buya of him I,-- anto cam add may then make a conforming tender within the coattime but mot afterward, S. INVOICES Ar PAYMENTS. a. Seller shall submit aeperam invoices, in duplicate, one each purchase order or purchase release after each delivery. Invoices shall indleste the purchase order or purchase release number and the supply agreerphCot 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 Payahte, City of Lubbock, P_ O. Box 2000, Lubbock I== 79437. Payment shall not be due until the above instruments ace submitted after delivery. & GRATUITIES. The Buyer may, by written notice to the Steer, coact! title contrent without liability to Sella if It is determined by Btrya that patmides4 in the farm of entertainment, gift or oherwiae. were offered or given by the Sella, or any agent or repmxcaadve of the Sella, to any officer or employee of the City of Lubbock with a vier to amusing a contract or seeming favorable eta with respect to the awarding or amendfisg, or the making of any dot rmioadons with respect to the Performing of such a court. In the event this contract is canceled by Buyer purmad to this provision, Buyer shad be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cent Incurred by Seller in providing such prudes. 7. SPECIAL TOOLS d TEST EQUIPMENT. If the price stated our the face bacof includes the coat of any special tooling or apeoal tan egttipmau fabrieatad or m7dred by Sella for the purpose of filffttg this order, such special Woling a`tupmst and any td'ocw shmb related thereto shall barque the property of the Buyer and to the extent f®ble shall bee identified by the Seller as a us S. WARRANTY-PRICB a. The price to be paid by nbe Buyer shad be the contained In Seller's bid which Sella warrants to be no higher tban Seller's current process cam orders by others for Products of the kind surd specification covered by this speanseat far ndmAw quantities under similar of like conditions and methods of purchase. In the event Sella brescbea this wamaty, the prices of the itema shall be colored W the Seller's current prices on orders by others, or in the alternadve. Buyer may can thin contract w thout liability W Seller for breach or Scitei s actual expense. b. The Seiler waamts that no paaoa or selling agency has been employed or rasiaed W solicit or secure this contract upon m agreement or under atandiag for commission, percentage, brokerageor contingent fen excepting W" fide employees of bona fide estabtisbW commacid or seeing ageochs maintained by the Sella for the purpose of scuaing business, For breach of vidadon of this warranty the Buyer shell have the right in addition to my other right of rights to cancel this contract without liability and to dedud 6om the monsurl price, or otherwise recover without Debility and W deduct from the contract prior, or otherwise recover the full aamw t of each comedssim pmcam{e. broioaage or contingent fen 9. WARRANTY -PRODUCT. Sella &all not limit or exclude any mplikd warranties and any attempt to doze shall reader this contract voidable as the option of the Buyer Sella warram that the goods fiunisbed will conform to the specsffcstiod, dswdnis, and descriptions listed to the bid 'invitation, and W thhe sampla(s) fwaitincd by the SeDrr, if any. luthe ant of a conflict or between the specifications, drawings, ad descriptions, the specifications shall govern. Notwithstanding my proviuom contained m the crmtrnctxul rgrammt, the Seller mprmc a and warrants feult-firm performance and fanh-free mmit in the - , , , hug time and date mledad deft (including, but not limited to calculating, comparing and sequencing) of all hardware, softwas and firwwsc products delivered Rnd services provided under Chia Contact, individually or in combination, no the cam may be from the effoetive time of this Contract. Also, the Seller warrants the yer2ON calculations will to recopied and accommodated and will not, in any wry, result in hardware. software or firmware lidlue, The City of Lubbock, as is sole option, may require the Sellm at any than, to demonstrate the procedures it intends to follow, in order to comply with all the obligations contained herein. The obligations oomained heman apply W products and services provided by the Seller, its sub -Seder or any thud party involved in the creation or davckp wu of the product and services to be delivered to the City of Lubbock under die Coahrect Failure W comply with any of the obligations cedtdoed herera, may result In the City of Labbadx availing itself of may of its rights soda she law and under this Contract includ w but no ]united to, its right patsinmg to termination or deimlt. The warranties contained herein ere sepmma and discrete from any other warranties specified in this Co Ux% and are not subject W any disclaimer of warranty, implied or expressed. at limitation of the SCUM', liability which may be specified in this C.oatsct, its appendices, its schedules, is drones or any document iororposaWd in this Contract by refarnce. M SAFETY WARRANTY. Seiler wartmts dery the product sold to the Buys shag conform to the standards promulgated by elm U. S. Deputneet of Labor under the Occupational Safety and Heshh Act of 1970. to the event the product dam not comfdrm to OSHA standards. Buyer may return the produd for correction or replacement at the Sella's etpeme. In the event Seller faits to me►a the apprvprieto correction within a reasonable time, conactiam made by Buyer will be at the Seller's expense, I1. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As part of title controd for axle Sella agrees to ascertain wheha goods mseufaetured in accordance with the specifications attached to this west will give rise to the rightful claim of may third paean by wry of infrmilemerr of the like. Buyer makes no warranty that the prodsaon of goads according so the specification will not give rise to such ■ claim, and in no avow shad Buyer be liable to Seiler The indcomilicatiam In the event that Seller is sued on the pounds of infringement of the like. If Seller is of the opinion that rat infringement or the like will result be will notify the Buyer to this effect in writing within Iwo weeks after the signing of this agreammt If Buys does rut mccive notice and Is aubsequmty held Habig for the inhingemaw as the like Sella will we Bayer harmlm. If Sella in good Fell► sacestalro the production of the goodtr in accordmoo wld site specifications will math in mBrsgemesU or the like, the coahaat shall to null and Vat& 12. RIGHT OF INSPECTION. Buyer shall have the right to impact the goads al d lllvay betam socapemg than. 11 CANCELLATION. Buyer shall have the right W caned for default all or my pit of the undelivered portion of this artier if Sena broacher any of ale lama heraaf indutdmg warrantless of Seiler or if the Seller bexomea insolvent or commit$ sea of butkruptcy. Sod right of cancellation is in addition to and not in lieu of any other remedies which Buyer may have in low or equity. 14. TERMINATION. The performance of work under this order may be terminated Ins whole,or in part by the Buyer is accordance with this provision. Tamivatioo of work haretmdee shall be effected by the delivery of site Seger of a "Notice of Termmnabon^ specifying the extent to which performance of work ender the order is terminated and the dam upon which such termination becomes effective. Such right or terminatim is in addition to add not in than of the rights of Buyer see forth in Clause 13, herein. IS. FORCE MAJEURE. Neither pity " be held reapomsible for ,uses, resulting If the fulfillment of any tams of pmvWom of fhis contract ha ddayed at prevented by any wan net within the control of the party verbose performmce is interfe ed with. sod which by the exe iss of reasonable diligence said party is unable to prevent. 16. ASSIONMENT-DELEOATION, No right or into e.0 in this contract shag be assigned or delegahoo of any oblige mm made by Seiler without the wtittes permission of the Buyer. Any stimulated asigmmwt or delegation by Seller shad be wholly void and toasty ineffective for an purpose Was made in conformity with this paragraph, 11. WAIVER No claim or right armdg out are' I of this co atrect can be discharged in whole or in part by a waiver or monecissim of the claim or rigs# toles the waiver or m mescistiod is supported by consideradom and in In writing signed by the sggriaved Party- 18. INTERPRETATION-PAROLB EVIDENCE. This writing, plea my speoficatione far bide and performance provided by Buyer in its edvatisemeat for bids, and any other documents provided by Sella as pad of his bid, in mtanded by the parties as a final expression of their eV , - ad and lotendad also as a complete and exclusive ststan ee of the tams of their agreeemea Whenevcr a term deuced by the Uniform Commercial Coda is used in this all cut. the definition contained its the Core is to control. 19. APPLICABLE LAW. This agreement shall be governed by the Uniform Commercial Code. Where ever the tam "Unifom Commercial Code is used, it shell be consumed as meaning the Uniform Commercial Cade as adopted in the State of Texas a effective mad in farce on the dam of this agreenne t, 20. RIGHT TO ASSURANCE Whenever one party W this coerced In good faith has reason W question the other party's intend to perform be may demand that the other pity give written assurance of his intent to perform. to the event that a demand is made and coo sumamce is gives, within five (S) days, the demfine6os party may trail this fadue as an anticipatory repudiation or die contact 21, INDEMNIFICATION. Sena shell indemnify, keep and eve harmless the slayer, its agents, officials and employees. against all injuries, desths, low dmuV* claims claims, suits, liabilities, judgments, costs and expenses, which may in anywise rune agmnst the Buyerin consequ am: of the granting of this Contract or which may anywise result thaef cs, whether or not it %hail be alleged or determined that the sot was caused through aegligc= or omission of the Sella or its employes, err of the subSelia or ads or its employes, if my, and the Sella shall, at his own expeaeq app, defend and try md1 charges of attorneys and all case and other expemra wising therali of incurred in cemxcdan therewith, and, if any judgment shad be rendered against the Bnya in any such action, the Sella shad, at d s own expemma, satisfy and discharge the came Sella expressly understands and agrees that my bond required by this contract, or otherwise provided by Sella, shall in me way limit the responsibility to indemnify, keep sad save harmless and defend the Buys as here ptm ilk& 22. TIM It is hereby expressly agreed and understood ibst time is of the emeaae for the perfmmroce of this contract. and failure by eadtrsd to men the lime specifications of this agsoeme is will cam Sella b be to defense of this egttsm<caL 23. MB8 The City of Lubbock hereby notifies All bidders that in regard to my contract eater halo pars m t to this re quaak minority and women businerm enterprises will be afforefed ogwl oppottuaides to submit bids In response to this invited= and wig not be discriminated against on the grounds of race, cola, set or natural origin ins consideration, for an swerti. Rev. 08/2005 4� city of lu,B&k t><xAs PURCHASE ORDER Resolution No. 2009-ROIOO Page - 1 Date - 11/15/2011 Order Number 10004249 000 OP 1b11 TO: BAKER OFFICE PRODUCTS PO BOX 1920 LUBBOCK Texas 79408 SHIP TO: CITY OF LUBBOCK MUNICIPAL BUILDING C/O CITY ATTN: REBECCA GARZA 1625 13TH STREET ROOM 206 LUBBOCK Texas 79401 INVOICE TO: CITY OF LUBBOCK ACCOUNTS PAYABLE P.O. BOX 20M LUBBOCK, TX 79457 BY • M Alvarez, Director of Pu hasing & Contract Management Ordered 11/15/2011 Freight Requested 12/28/2011 Taken By Delivery PER LEVELS L REQ 38530 CONTRACT NO.8921 C ISAACS Deseript[on/Supplier Item Ordered _ Unit Cost UM Extension Request Date Frame Monolithic Enhanced 3.000 253.4600 EA 760.38 12/28/2011 Worksurface Angled Pennsula 3.000 311,9100 EA 935.73 12/28/2011 Frame Door Butt Hinges 3.000 204.0100 EA 612.03 12/28/2011 Frame Monolitchic 4.000 2753800 EA 1,101.52 12/28/2011 Door -Left Hand 3.000 748.0200 EA 2,244.06 12/28/2011 Frame Monolitchic 2.000 319,7800 EA 639.56 12/28/2011 Worksurface Straight 1.000 195.5800 EA 195.58 12/28/2011 Junction-T 1.000 69.1300 EA 69.13 12/28/2011 Junction-L Square 1.000 69.1300 EA 69.13 12/28/2011 Bracket Wall Attachment 3.000 103.9700 EA 311.91 12/28/2011 Pole/Power Cable 2.000 52.8300 EA 105.66 12/28/2011 Top Power 2.000 176.4700 EA 352.94 12/28/2011 Power kit Pass Through 2.000 88.8000 EA 177.60 12/28/2011 Power kit-4 Circuit 3.000 121.9500 EA 365.85 12/28/2011 Power kit-4 2.000 121.9500 EA 243.90 12/28/2011 Frame Monolitchic 2.000 187.1500 EA 374.30 12/28/2011 Door Lever Set Lock 3.000 393.4000 EA 1,180.20 12/28/2011 Base Cavity Frame 1.000 296.7400 EA 296.74 12/28/2011 Tile Enhanced Laminate 16.000 84.3000 EA 1,348.80 12/28/2011 Tile Enhanced Laminate 8.000 73.0600 EA 584.48 12/28/2011 Tile Enhanced Laminate 40.000 62.9400 EA 2,517.60 12/28/2011 Tile Enhanced Laminate 24.000 56.7600 EA 1,362.24 12/28/2011 Filler Strip Horizontal 12.000 6.7400 EA 80.88 12/28/2011 Filler Strip 6.000 6.1800 EA 37.08 12/28/2011 Filler Strip 28.000 5.6200 EA 157.36 12/28/2011 AR' TERMS AND CONDITIONS IMPORTANT; READ CAREFULLY STANDARD TERMS AND CONDITIONS Ci7Y OF LUBBOCK, TEXAS Seller and Buyer agree as follows: 1. SELLER TO PACKAGE GOODS. Seller will package goods in accordance with good commercial practice. Each shipping comtainer shall be clearly and permanmdy marked as follows (a) Seller's name and address, (b) Consigaee's name, address and purchase order or purchase release number and the supply agreement number if applicable, (c) Container number and total amber of containers, e.g, box I of 4 boxes, and (d) the number of the container boring the packing slip. Seller shall bear cost of packaging unless otherwise provided Goods shall be suitably packed to secure lowest transportation mats and to conform with requiremcats of common carriers and any applicable specifications. Buyer's mum at weight shall be final and conclusive on shipments not accompanied by packing lists. 2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not sulhorirsd to ship the goods under mservatfon and no tender of a bill of lading will operate as a tender of goods. 3. TITLE AND RUSK OF LOSS. The tide and risk of loss of the goods shall not pan 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 (add of delivery of goods must fully comply with all provisions of this contract a to time of delivery, quality and the like. Ita. tender is made which does dot fully conform, this shall constitute a branch and Seller shall not have the right to substitute a conforming tender, provided, where the time for performance has not yet expired, the Sella may reasonably notify Buyer of his intention to cure and may then make a conforming to dirr within the contract time but not afterward 5. INVOICES $. PAYMENTS. a. Seller shall submit separate invoices, in duplicate, one each purchase order or purchaw release after each delivery. Invoices shall indicate the purchase order or purchase rehme 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 invaice. 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 eatertaiament, 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 determination with spat to the performing of such a contract. In the wait this contract is canceled by Buyer pursuant to this provision, Buyer shall be entitled, in addition to my 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 bcmf includes the cost of my spatial tooling or special teat equipmett fatcicated or required by Sella for the purpose of filling this order, such special tooling equipment and any process sheets related thereo shall become the property of the Buyer sad 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 Sella warrants to be no higher thin Seller's current process on ordets 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 went Seller breaches this warranty, the prices of the itema shall be reduced to the Seller's current price on orders by others, or in the alternative. Buyer may cancel this contract without liability to Seller for breath 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 coated upon an agreement or undetstmding far 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 Fight 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 counted price, or otherwise recover the full mount of such commission, percentage, brokerage or contingent fee 9. WARRANTY -PRODUCT. Seller shall act limit or exclude any implied warranties and my attempt to do ad shall render thin 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 bid invitation, and to the sample(s) furnished by the Seller, if any, to the wet of a conflict or between the specifications, drawing% and descriptions, the specifications shall govern, Notwithstanding my provisions contained in the contractual agremackk the Seller rcprvrats and warrants fault -free performance and fault -flee mutt in the processing date and date related data (including, but not limited to calculating, compering and soquemeing) of all hardware, software and firmware products delivered and services provided under this Compact, indiviebaally or in combination, as the case may be from the effective date of this Contract, Alan, the Seller warrants the yer2000 calculations will be recapized and accommodated and will not, in cry wry, result to hardware, software or firmware failure. The City of Lubbock, at its sale option, may require the Seller, at any time, to demonstrate the procedures it imtends to follow in order to comply with all the obligations contained hpain. The obligations contained herein apply to products and services provided by (be Seller, its sub -Seller or any third party involved in the creation or development of the produce and services to Ire delivered to the City of Lubbock under this Contma Failure to comply with my of the obligations contained herein, may result in the City of Lubbock availing itself of any of its rights coda the law and under tills Contract including, but not funded to, its right pertaining to termination or default. The warranties contained herein are separate and discrete from any other warrantie specified in this Contract, and are not subject to my disclaimer of warranty, implied or expressed, or limitation of the Seller's liability which may be specified in this Contact, its appendices, its schedule, its annexes or any do umem incorporated in this Contract by refeence. 10. SA141fl Y 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 Art of 1970. In the went the product does not conform to OSHA standards, Buyer may return the product for correction or replacement at the Seller's exptnsa in the went Seller fails to make the appropriate correction within a reasonable time, correction me& by Buyer will be at the Seller's eepcnm it- NO WARRANTY BY BUYER AGAINST iNFRiNGEMENTS. As part of this contract for sale Seller agrees to ascertain whether goods manufactured in accordance with the specifications attached to this agreement will give time to the rightful clever of my 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 went that Seller is sued an 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 is 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 mult in infringement or the like, the contract shag be null and void 12. RIGHT OF INSPECTION. Buyer shall have the right to impact the goods at delivery before accepting them, t3. CANCELLATION. Buyer shall have the right to cancel for default all or any part of the undelivered portion of this order if Seller breaches any of the terms hereof iacluding warranties of Seller or if the Seller become 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. 14. TERMMATION. The performance of work under this order maybe terminates in whole, min pact by the Buyer in accordance with this provision. Termination of work hrxnmder shall be effected by the delivery of the Seller of a "Notice of Termination" specifying the extent to which performance of work under the ardor is terminated and the data 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 13, herein. 15. FORCE MA]EURE. Neither parry shall be held responsible for lomea, resulting if the fulfillment of my 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 t6. 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 conformity with this paragraph, 17. WAIVER- No claim or right wising 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 uniem the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. IS. INTERPRETATION -PAROLE EVIDENCE. This writing, plus any specifications for Inds and performance provided by Buyer in its advertisement for bids, and my other documents provided by Seller a part of his bid, is intended by the parties as a final expression of their agreement and intended akso as a complete and exclusive statement of the terms of their agreement Whenever a term defined by the Uniform Commercial Code is used in this agreement, the definition contained in the Code is to control. 19. APPLICABLE LAW, This agreement shall be gavarted by the Uniform Commercial Code. Where ever the term "Uniform Commercial Code" is used, it shall be construed as meaning the Uniform Commercial Code me adopted in the State of Texas am effective and in force on the date of this agreement. 20. RIGHT TO ASSURANCE. Whenever one perry to this contract is good faith has reason to question the other party's intern to perform he may demand that the other party give written assurance of his intent to perform- to the went that a demand is made and no mnuranoe is given within five (5) days, the demanding party may [rear this failure as an anticipatory repudiation of the contract. 21. INDEMNIFICATION, Seller shall indemnify, keep and save harmless the Buyer, its agents, officials and employes, against all injuries, deaths, lose, damages, claims, patent claims, suits, liabilities, Judgments, costs and expenses, which may in anywise me== ageing the Buyer in consequence of the granting of this Contract or which may anywise result therefrom whether or not it shall be alleged or determined that the ad was caused through negligence or omission of the Seller or its employers, 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 expense arising therefrorn of incurred in en^eection 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 agrm that arty hoed required by this contract, or otherwise provided by Seller, shall in no way limit the responsibility to indemnify, keep and save hatmlen and defend the Bayer as herein provided 22. TLME. It is hereby expressly agreed and understood that time is of the essence for the performmce of this contract, and failure by contract to meet the time specifications of this agreement will cause Seller to be in default of this agreemerrt 23, MBE. The City of Lubbock hereby notifies ell bidders that in regard many contract entered into pursuant to this toques% minority and women business enterprises will be afforded equal opportunities to submit bids in response to this invitation and will mot be discriminated against on the grounds of race, color, am or natural origin in consideration for an award. Rev. 0M005 a of i1flunnock TUAS TO: PURCHASE ORDER BAKER OFFICE PRODUCTS PO BOX 1920 LUBBOCK Texas 79408 SHIP TO: Page - 2 Date - 11/15/2011 Order Number 10004249 000 OP Branch/Plant 1611 CITY OF LUBBOCK MUNICIPAL BUILDING CIO CITY SECRE ATTN: REBECCA GARZA 1625 13TH STREET ROOM 206 LUBBOCK Texas 79401 INVOICE TO: CITY OF LUBBOCK ' ACCOUNTS PAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 BY: Alvarez, D for of Pruchasing & Contract Managemml Ordered 11;15/2011 Freight Requested 12/28/2011 Taken By C ISAACS Delivery PER LEVELS_L REQ 38530 CONTRACT NO.8921 Dest;ription/Supplier Item Ordered Unit Cost UM Extension Request Date Filler Strip 18.000 45000 EA 81.00 12/28/2011 Receptacle Isolated Ground 4.000 26.9800 EA 107.92 12/28/2011 Receptacle Isolated Ground 4.000 26.9800 EA 107.92 12/28,12011 Receptacle Isolated Ground 4.000 26.9800 EA 107.92 12/28/2011 Receptacle Isolated Ground 4.000 26.9800 EA 10792 12/28/2011 Base Cover Power 24w 6.000 20.2300 EA 121.38 12/28/2011 Base Cover Power 36w 2.000 20.2300 EA 40.46 12/28/2011 Base Cover Power 30w 1.000 20.2300 EA 20.23 12/28/2011 Base Cover Power -Plain 18w 6.000 21.3600 EA 128.16 12/28/2011 Base Cover Power-PIain 24w 7.000 21.3600 EA 149.52 12/28/2011 Base Cover Power -Plain 30w 2.000 21.3600 EA 42.72 12/28/2011 Base Cover Power -Plain 36w 2.000 21.3600 EA 42.72 12/28/2011 Cantilever on Module 4.000 59.5700 EA 238.28 12/28/2011 Bracket -End Support 3.000 18.5500 EA 55.65 12/28/2011 Reinforcing Channel 1.000 24.7300 EA 24.73 12/28/2011 Post Leg Glide 3.000 71.3700 EA 214,11 12/28/2011 Table Straight 1.000 234.3500 EA 234.35 12/28/2011 Legs -Adjustable Height Casters 1.000 508.0500 EA 508.05 12/28/2011 Lateral File 2.000 1,079,0400 EA 2,158.08 12/28!2011 Bookcase Stacking 2.000 1,289.7900 EA 2,579.58 12/28/2011 L Shelf -Montage Bracket 2.000 219.7400 EA 439.48 12/28/2011 Junction -I 4.000 69.1300 EA 276.52 12/28/2011 Worksurface Straight 1.000 94.4200 EA 94.42 12/28/2011 Bin -In the Case Wood Door 2.000 560.3100 EA 1,120.62 12/28/2011 Mesh Desk 6.000 588.8200 EA 3,532.92 12/28/2011 AR' TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK, TEXAS Seller and Buyer agree as folms: 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 time. address and purchase order or purchase release ourober and the supply agreement number if applicable, (c) Container number and total number of contauhers, e.g. box 1 of 4 boxes, and (d) the number of the contains hearing the packing slip. Sella shall bear cost of packaging unless otherwise provided Goods shall be suitably packed to secure lowest transportation coats 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. Sella is act 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 LASS. The title and risk of loco of the goods shall not peas to Buyer until Soya actually receive and takes possession of the goods at the point or points of delivery. 4. NO REPLACEMENT OF DEFECTIVE TENDER Every tends of delivery of goods must fully comply with all provisions of this contract as to time of delivery, quality and the like. If a tends is made which does not fully conform, this shall constitute a breach and Sella shall not have the right to substitute a conforming tender, provided, where the time for performance has not yet expired, the Sella may reasonably notify Buyer of his intention to sue and may then make a conforming tends within the contract time but not afterward 5. INVOICES & PAYMENTS. a_ Sella 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 aumber if applicable. Invoices shall be itemized and transportation charges, if any, shall be fisted 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 Sella, cancel this contract without liability to Seller if it is determined by Buyer that gratuities, in the form of entertainment. gifts or otheawim were offered or given by the Seller, or any agent or representative of the Seller, to any offices 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 perfarmmg 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 of withhold the amount of the cost incurred by Sells in providing such gratuities. 7, SPECIAL TOOLS & TEST EQUIPMENT. If the price stated on the fax 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 extern feasible shall be identified by the Seller as such. 8. WARRANTY -PRICE. a. The price to be paid by the Buyer shall be that contained in Seller's bid which Seas warrants to be no higher then Seller's current process on ardas by other 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 Sella breaches this warranty, the prices of the items shall be reduced to the Seller's current prices an orders by others, or in the alternative. Buys may cancel this contract without liability to Sella for breach or Seller's actual expense. b. The Seller warrants that no person or selling agency ban been employed or retained to solicit or secure this contract upon an ago —ant or understanding for mo m saion, 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 busuacm. For breach of vitiation of this warranty to Buyer shall have the right in addition to any other right of rights to cancel thin 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 commiasim percentage, brokerage or contingent fee. 9. WARRANTY -PRODUCT. Seiler shall am limit or exclude any implied warranties and nay attempt to do sec shall tender thin contract voidable at the option of the Buyer. Seller warrants that the goods furnished will conform to the specification, drawings, and descriptions Bated in the bid invitation, and to the sar*e (s) furnished by the Seller, if any. In the event of s conflict or between the specifications, drawings, and descriptions, the specifications shall govern. Notwithstanding any provisions contained in the contractual agreement, the Seller represents and warrants fault -free performance and f ni t-five result in the processing date and date related data (including, but not limited to calculating, competing end saluencing) of all hardware, software and fumware products delivered and services provided under this Contract, individually or in combination, as the sax may be from the effective date of this Contract. Also, the Seca wetremta the yesr2000 calculations will be recognized and accommodated sad will not, in any way, result in hardware, software or fumwam failure. The City of Lubbock, at its sole option, may require the Seller, at any time, to demonstrate the procedures it intends to follow in order to comply with all the obligations contained herein. The obligations contained herein apply to products and services provided by the Seller, its subSeller or any third parry involved in the creation or development of the producii and services to be delivered to the City of Lubbock under this CantracL 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 pataining to termination or default. The warranties contained hernia are separate and discrete from any other warranties specified in this Contract, sad 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 schedudea, its anmexes 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 part of this emntrrtct for sale Sella agrees to ascertain whether goods mamtfacturod 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. Buya 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 Sager for indemnification is 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 is writing within two weeks after the signing of this agreement If Buyer does not receive notice and is subsequently held liable for the inGingemed or the like, Sella will save Buyer harmless. If Seller in good faith ascertains the production of the goods in accordance with the specifications will Frank in infringement or the like, the contract shall be cull and void 12. RIGHT OF INSPECTION. Buyer shall have the right to inspect the goods at delivery before accepting them. 13. CANCELLATION. Buyer shall have the right to cancel for default all or any part of the undelivered portion of this order if Sella brcxhes any of the tams hereof including warranties of Seller or if the Seller becomes insolvent or commits acts of bankruptcy. Such right of cancellation is is addition b and not in lieu of any other remedies which Buyer may have in law or equity. 14, TERMINATION. The performance of work under this order may be terminated in whole, or in pan by the Buyer in accordance with this provision. Termination of work heretmder shall be effected by the delivery of the Sella of a "Notice of Tantiestion" specifying the extent to which performance of work under the order is terminated and the date upon which inch termination becomes effective. Such right or termination is in addition to and not in lieu of the rights of Buyer set forth in Clause 13, herein. I5_ FORCE MA3EURE. Neither party shall be held responsible for fosses, resulting if the fulfillment of any tams 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 exereise of reasonable diligence said parry is unable to prevent 16. ASSIGNMENT -DELEGATION. No right or interest in this contract shall be assigned or delegation of say obligation made by Seller without the written permission of the Buyer. Any attempted assignment or delegation by Sella shall be wholly void and totally ineffective for all purpose unless mede in conformity with this paragraph. 17, WAIVER. No claim or Fight 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. 18, INTERPRETATION -PAROLE EVIDENCE. This writing, plus any specifications for bids and performance provided by Buyer in its advertisement for bide, and any other documents provided by Sella as part of his bid, is intended by the parties as a final expression of their ugreemem and intended also as a complete and exclusive statement of the terms of their agreement Whenever a term defined by the Uniform Cummercial Code is used in this agreement the definition contained in the Code is to control. 19. APPLICABLE LAW. This agreement shall be governed by the Uniform Commercial Code. Where ever the term "Uniform Commercial Code" is used, it shall be construed as messing the Uniform Commercial Code us edaprcd in the State of Texas as effective and in force on the date of this agreement. 20. RIGHT TO ASSURANCE. Whenever one party to this contract in good faith has reason to question the other parry's imeat to perform has 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 parry may treat this failure as an anticipatory repudiation of the contract 21. INDEMNIFICATION. Sella shalt indemnify, keep and save harmless the Buyer, its agents, officials and employees, against a6 injuries, derths, loss, damages, claims, patent claims. suits, liabilities, judgmects, costs and expenses, which may in anywise accrue against the Buyer in consequence of 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 subSella or assignee or its employees, if any, and the Sella shall, at his own expense, appear, defend and pay all charges of attorneys and a6 costs sad other expenses arising therefrom of incurred in connection therewith, and, if any judgment shall be rcedaed against the Buyer in any such action, the Sella shah, at its own expanses, satisfy and discharge the same Seller expressly uoderstands and agrees that any bond required by this coatrsct, or otherwise provided by Sella, shall in no way limit the responsibility to indemnify, keep and save harmless and defend the Buyer as herein provided. 22. TIME. It is hereby expressly agreed and understood that lime 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 23. MBE. The Ciry of Lubbock hereby notifies all bidden 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 is response to this invitation and will not be discriminated against on the grounds of race, color, sex or natural origin in couaidaation for an award. Rev. 0817005 cityof lubck TUAS TO: PURCHASE ORDER BAKER OFFICE PRODUCTS PO BOX 1920 LUBBOCK Texas 79408 SHIP TO: Page - 3 Date - 11/15/2011 Order Number 10004249 000 OP Branch/Plant 1611 CITY OF LUBBOCK MUNICIPAL BUILDING CIO CITY ATTN: REBECCA GARZA 1625 13TH STREET ROOM 206 LUBBOCK Texas 79401 INVOICE TO. CITY OF LUBBOCK ACCOUNTS PAYABLE I ! f� P.O. BOX 2004 J LUBBOCK, TX 79457 BY: Marta Nate D for of4chasing & Contract Management Ordered 11/15/2011 Requested 12/28/2011 Delivery PER LEVELS L REQ 38530 Descriptlon/Su lapp 'er Item Chair Sawyer Adjustable Printer Stand Base Cover -Plain 48w Base Cover -Plain 48w End Trim -Vertical 40h Freight Taken By Terms NET 1ST OF MONTH, PASTDUE 11TH C ISAACS CONTRACT NO.8921 Ordered Unit Cost UM Extension Request Date 4.000 313.0300 EA 1,252.12 12/28/2011 1.000 192.1800 EA 192.18 12/28/2011 2.000 72.5000 EA 145.00 12/28/2011 1.000 72.5000 EA 72.50 12/28/2011 4,000 23.6000 EA 94.40 12/28/2011 Total Order 30,415.52 AR' This purchase order encumbers funds in the amount of $30,415.52 for a bid awarded to Baker Office Products of Lubbock, Texas, on March 23, 2009, in accordance with Resolution No. 2009-110100. The following are incorporated into and made part of this purchase order by letter of ratification or Resolution No. 2009-110100. CITY OF LUBBOCK AT EST: Tom Mat in, Mayor Reb ca Garza, City Secr ary TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK, TEXAS Sailer and Buyer agree as follows: 1. SELLER TO PACKAGE GOODS. Seiler will package goods in accordance with good commercial practice. Each shipping contains shag be dearly and permanently marked as follows (a) Seller's name and address, (b) Consignee's name, address god purchase order or purchase rdcme numbs 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 numbs of the container bearing the packing slip. Sella shall bear cost of packaging unless otherwise provided. Bloods shall be suitably packed to secure lowest transportation costs and to conform with requirements of common carriers and any applicable specifications, Buyers count or weight shall be fusel and conclusive on shipments not accompanied by packing lists. 2. SHIPMENT TINDER RFSERVATION PROHIBITED. Sella is not authorized to ship the goods under reservation and no tender of a bill of lading will operate as a tends of goods_ 3. TITLE AND RISK OF LOSS. The title and risk of loss of the goods shall not pan to Buyer until Buyer actually receives and taken possession of the goods at the point or points of delivery. 4. NO REPLACEMENT OF DEFECTIVE TENDER. Every tend of delivery of gooda must fully comply with all provisions of this contract as to time of delivery, quality and the like. If a tender is trade which doe not fully conform, this shall constitute a breach and Sella shall not have the right to substitute a conforming tender, provided, where the time for performance has oat yet expired, the Sella may reasonably notify Buyer of his intention to cum and may then make a conforming tender within the contract time but not afterward S. INVOICES all PAYMENTS. a. Seller shall submit separate invoices, in duplicate, one each purchase order or purchase release after each delivery. Invoices shall indicate the purchase order of purchase release number and the supply agreement number if applicable. Invoices shall be itemized and transportation charges, if any, shall be hated 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 mot be due until the above instruments are submitted after delivery. 6. CKATUTTIES. The Buyer may, by written notice to the Seller, caned this contract without liability to Seller if it is determined by Buyer that gratuities, in the form of entatainmcut, gifts or otherwise, were offered or given by the Sella, or any agent or representative of the Seller, to any officer or employee of the City of Lubbock with a view to seeming a omdrad or securing favorable treatment with respect to the awarding or amending, or the making of my determination with respect to the performing of such a contract. In the event thin 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 Elie cost incurred by Sella in providing such gmtuitiw. 7. SPECIAL TOOLS & TEST EQUIPMENT. If the price stated on the face hereof includes the cast of any special tooling or special test equipment fabricated or required by Seiler for the purpose of filling this order, such special tooling equipment and any process sheets related thereto altall become the property of the Buyer and to the extent feasible shall be identified by the Sella as such. 8. WARRANTY -PRICE. a_ The price to be paid by the Buyer shall be that contained in Sellers bid which Seller warrants to be no higher than Seller's currant process on orders by others for products of the kind and specification covered by this agreement fur similar quantities under similar of like conditions and methods of purchase. In the evert Sella branches this warranty, the prices of the items shall be reduced to the Seller's cwroot prices on orders by others, or in the alternative. Buyer may cancel this cantmo without liability to Seiler for breseh or Seller's actual expense. b. The Sella warrants that no person cr selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission, percentage, brokerage, or contingenr fee eze wing bona fide employees of bona fide established commercial or selling agencies maintained by the Seiler for the purpose of securing business. For breach of viciadon 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 deduce from the contract prier; or otherwise recover without liability and to durbts from the contract price, or otherwise recover the full amount of such commission, pecemage, brokerage or contingent fen 9, WARRANTY -PRODUCT. Sella shall net limit or exclude any implied warranties and any attempt to do so shall raider this contract voidable at the option of the Buyer. Sella warrants that the goo& furnished will conform to the specification, drawings, and descriptions lintel in the bid invitation, and to the sample(,) furnished by the Seller, if soy, In the event of a conflict or between the specifications, drawings, and descriptions, the specification shall govern. Notwithstanding any provisions contained in the contractual agreement, the Seller represeata and warrants fault -free performance and fault -lie result in the processing dam 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. Also, the Seller warrants the yea2000 calculations will be recognized and accommodated and will not, in any way, result in hardwae, software or f nowaro failure. The City of Lubbock, at its sole option, may require the Sella, at any time, to demonstrate the procedures it intends to follow in order to comply with all the obligations contained herein. The obligations contained herein apply to products and services provided by the Sella, its sub -Sella 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 Contact, its appendices, its schubtles, its annexes or any document incorporated in this Contract by refaemce. 10. SAFETY WARRANTY. Seller warrants that the product sold to the Buyer slid] 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 cot conform to OSHA standards, Buyer may ram the product for correction or replacement at the Seller's expense. In the event Sella fails to make the appropriate correction within a reasonable time, correction made by Buyer will be at the Seller's expense. l L NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As part of this contract for sale Sella agroum to ascertain whether goods manufactured in accordance with the specifecatiom attached to this agreement will give rise to the rightful, claim of any third pason 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 Sella for indemnification in the event that Seiler is sued on the grounds of infringement of she like. If Sella is of the opinion that so 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 nave 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 cull and void. 12. RIGHT OF INSPECTION. Buyer shall have the right to inspect the goods at delivery before accepting them. 13. CANCELLATION. Buyer shall have the right to cattail for default all or any pant of the undelivered portion of this order if Seller branches any of the terms hereof including warranties of Sella 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. 14. TERMINATION. The performance of work under this orate 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 Sella of a "Notice of Termination" specifying the extent to which performance of work under the order is terminated and the dam 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 13, herein. 15. FORCE MAJEURE. Neither petty &hail be held responsible for losses, resulting if the fulfiUmmt of Fay tams of provisions of this contract is delayed or prevented by any cause trot within the control of the patty whose performance is interfered with, and which by the exercise of reasonnhie diligence said party is unable to pmrent. 16. ASSIGNMENT -DELEGATION. No right or interest in this contract shall be assigned or delegation of may obligation made by Seller without the written permission of the Buyer. Any attempted assignmeat or delegation by Seller shall be wholly void and totally ineffective for all purpose unless matte in conformity with this paragraph. 17. WAIVER No claim err right arising out of ■ breach of this contract can be discharged in whole or in part by a waiver or renunciation of the claim of right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. 18. INTERPRETATION -PAROLE EVIDENCE. This writing, plus anyspecifications for bids and performance provided by Buyer in its advertisement for bids, and any other documents provided by Seller as part of his bid, is intended by the parties as a fund expression of their agreement and intended also as a complete and exclusive statement of the terns of their agmemeaL Whenever a term defined by the Uniform Commercial Code is used in this agreement, the definition contained in the Code is to control. 19. APPLICABLE LAW. This agreement shall be governed by the Uniform Commercial Code. Where ever the term "Uniform Commercial Code" is used, it shall be construed as meaning the Uniform Commeaeial Code as adopted in the State of Texas as effective and in force un the date of this agreement. 20. RIGHT TO ASSURANCE Whenever one party to this contract in good faith bees reason to question the other party's intent to perform be may demand that the other perry 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. 2 L INDEMNIFICATION. Sella shall indemnify, keep and save harmless the Buyer, its agents, officials end employees, against all injuries, deaths, Ion, damages, claims, patent claims, suits, liabilities, judgmcots, toss and expanses, which may in anywise accrue against the Buyer in consequence of 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 Sella or its employer or of the subShca or anignee 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 anyjudgmest shall be medaed agaimat the Buyer in any such action, the Seller shall, at its own expenses, satisfy ad discharge the waste Sella expressly understands and agreed that any bond required by this contract, or otherwise provided by Sella, shall in no way limit the responsibility to indemnify, keep and save harmless and defend the Buyer as herein provided. 22, TIW. It is hereby expressly agmed. and understood that time is of the essence for the performance of this contract, and failure by contras to meet the time specifications of this agreement will cause Sella to be in default of Ibis agreement. 23, MBE, The City of Lubbock hereby notifies all bidders that in regard to any contras entered into pursuant to this request, minority and women business enterprise will be afforded equal opportimities to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, aes or natural origin in consideration for an award Rev. 08/2005 ity of 1ubBo&PURCHASE ORDER 111AS TO: BAKER OFFICE PRODUCTS PO BOX 1920 LUBBOCK Texas 79408 SHIP TO: Page - 1 Date - 12/07f2011 Order Number 24300001 000 OP Branch/Plant 92132 CITY OF LUBBOCK FLEET SERVICES 204 MUNICIPAL DRIVE LUBBOCK Texas 79404 INVOICE TO: Crff OF LUBBOCK ACCOUNTS PAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 BY: var®M iNrcco of Purchasing do Coma" M t Ordered 12/07/2011 Freight Requested 02/01/2012 Taken By Delivery PER MOBBS_L REQ 38694 CONTRACT NO. 8921 Description/Supplier Item Ordered Unit Cost UM OFFICE FURNITURE 1.000 40,288.1100 EA INV. Terms NET ISTOF MONTH, PASTDUE IITH Extension Request Date 40,288.11 02/01/2012 Total Order 40,288.11 This purchase order encumbers funds in the amount of $40,288.11 for a bid awarded to Baker Office Products of Lubbock, Texas, on March 23, 2009, in accordance with Resolution No. 2009-110100. The following are incorporated into and made part of this purchase order by letter of ratification or Resolution No. 2009-110100. CITY OF LUBBOCK T m Martin, Mayor ATTEST: Re ec a Garza, City Secretary ;o a ow .w jrA ' A [' y u F w O fn fir lit !�Ra !d Ir � �� 33.� l��.i•�' �� �f�� a �g �A � �� �A � � � � !. ■ � � �� � •� �o� 7 E �gBig e s l�- > 8 s•�. 8'��' a SitILA �� � � � �! e [ ��g � a� R ar cl 1 t-� q �1� �. q -� y �!� t� m UT s� rIr,, QA �•![9i t H) m millil Y 1;9 s §A C ,'�i & .e V. J az a N d � ■ $ 1i r. Q Ir A �!q ,lei �■� ! t� R� Rjo �r � � � �'� i•!�6 � 3��� ��� sal ���� �� ` F � �A� � ��• a�`�'� •��� or 4��: � ��•� gib g � gµ .g�,A�,s � �€ ��! ga �3g.g.� �• `�� !! a� itit! R. I 'a i I H I a' 1, 1 Ir s R. F ee a6 F g a €�! A i �I gilt, A i