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HomeMy WebLinkAboutResolution - 2012-R0155 - PO - Scoggin-Dickey Chevrolet-Buick - Suvs - 04_10_2012 (2)Resolution No. 2012-RO155 April 10, 2012 Item No. 5.17 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock, Purchase Order No. 31009809 for the purchase of light duty vehicles and SUVs as per ITB 12-10601-CI, by and between the City of Lubbock and Scoggin-Dickey Chevrolet -Buick, and related documents. Said Purchase Order is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. Passed by the City Council on April 10, 2012 TOM MARTIN, MAYOR TTEST: Garza, City Secretary VED AS TO CONTENT: Mark arwo , Assistant City Attorney Chief Information Officer L't� 4.1 ~ ity of PURCHASE ORDER lubbock TO: SCOGGIN-DICKEY CHEVY-BUICK 5901 SPUR 327 LUBBOCK Texas 79464 4910 INVOICE TO: CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 200 LUBBOCK. TX 79457 Ordered 03/27/2012 Freight Requested 08/08/2012 Taken By Delivery PER PORRAS_J REQ 38753 Resolution No. 2012—RO155 Page - I Date - 0130/2012 Order Number 31009809 000 OP Branch Plant 3520 SHIP TO: CITY OF LUBBOCK FLEET SERVICES 206 MUNICIPAL DRIVE LUBBOCK Texas 79403 BY: PER 1TB 12-10601-Cl C ISAACS Description/Supplier Item Ordered Unit Cost UM Extension Request Date 2013 Full Size, 4x4, SUV 1.000 32.350.0000 EA 32,350.00 08/08i2012 Spec 1624 2013 Full Size, 4x4, SUV 1.000 33,065.0000 EA 33,065.00 08/08/2012 Spec M24 2013 1/2 Ton Pickup 1,000 22,161.0000 EA 22,16l.00 08/08/2012 Spec i 523-P 2013 1/2'ron Pickup 1.000 25,024.0000 EA 25,024.00 08/08/2012 Spec 1525 2013 lit Ton Pickup 1.000 27,879.0000 EA 27,879.00 08/08/2012 Spec 1525-PD 2013 1,2 Tun Pickup 1.000 26,444.0000 EA 26,444.00 08/08/2012 Spec 1525-PTR 2013 112 Tim Pickup 1.000 21,400.0000 EA 21.400.00 08/08/2012 Spec 1526 2013 314 Tom Pickup I.000 23,040.0000 EA 23,040.00 08,08/2012 Spec 1532 TERMS AND CONDITIONS iNIFORTAN'i: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK, TEXAS Seller and Bud er agree mi follows: 1 SF.LLF.R TO PACKAGE ROODS. Seller will prkage goods in Accordance wish good commercial pracice. Facts rhippmg ctmwncr .hall be ckmty Anil pirmoriently muted As lullows m Seller's name and atldrese, ibl Coontignev's name. address and purchaa ,seder or purchase release number and the supply agreement number if Applicable. (c) Container numb" and toted number of ctawinem a 1. but I of 1 hoses, And (il) the number of the a retainer hearing the packing dip. Seller .hall hear coca of packaging unities otherwiu provided (lords ohali be witably piked in "awe lowest transpatatioe costs and to crmfarm with reyurrrfnertu of common camera and any Appdesbe optciflcatiots. Buyer's count or weighi .hall be final And cancluave on ohipirienta non accompanied by packing lima. 2. SFIIPMhNT UNDER RESERVAfiON PROHIBITED. Seller is not authanted to +hip the goods under resonance lad ran tender of s bill of Wing; will open" its a tender of goods. d. TITLE AND RISK OF LOSS. The tilts and nak of kiss of the goods shall not pus to Buyer umd Buyer seutaRy reserves and takes possession of the goon a the point or points of delivery. a. NO REPLACEMENT OF DETECTIVE TENDER. Every trader of delivery of goods mum fully comply with all provision of the contrast no to isms oofdelevery, quality ad the like. If a tender is mode which does one filly conform, this shall come me a breech and Sailor shall not lave the right to substitute ■ cunforsaing tender, proadrd, where rho line for performs= has not yd expited, the Seller may reasonably nsrnfy Buyer of his mention 10 cure and may then make a cotnforming tender within the sontractt lime boo oat ahertaerd S. INVOICES A PAYME.IST3. a Seller dull submit separate invoices, in duplicaw, one retch purchi m orator or purchase Mrsss eller each delivery. lnymoce dmil indicate ills, purchase ordw or purchase reeaaa number and the supply alreeawnt number if applicable. levoica , +lull be itemised and transponxian chwpL if ally, shall be tlmsd wperately. A copy of the bill of lading, end this fmahn vaybil l when applicable. should be antwhed to the invoca. Mail To: Arco eta Payable. City of Lubbock, P. O. Box 20W. Lubbock, Texas 79437, Psysrsent shall not be Low unul the above nauunmmts ale submitted after delivery. e GRATUITIES. The Buyer dry, by written entice to the Seller. cereal this contrast without lisbiBry to Seller if r a oeserme" by Buyer deed ratumms. in the form of erm"mmont. gifts or otherwise, were offered or given by this Seller, o m y saint err mpreatwtive of the Seller, to any afllew or maitloyes, of the City of Lubbock with a view to securing a contract air wcuring favorable treatment with respect to the swardang or amending, err the making of sty deeermitutwm with respevt to (he im Ran. ing of such a uenrat. in the was this contract is cancai l by Buyer pestimt to this provision, Buyer shall be anitled, in addmlom to any other nahu ad —mad to recover or withhold the ancowt of the coot incurred by Seiler in pro v iding such grob iliea 7. SPECIAL TOOLS A TEST EQUIPMENT. if the pine stated on the hog hereof inched" the cost of arty specol tooling or eptnctal rea equip etas hkricated or required by Soler its an purpose of filling this order, such special tooling equip m: Arid dory process sham related thereto shalt become the property of the Buyer ad to the esters feambir shell he identified by the Seller se, tuck. B. WARRANTY -PRIG& a. Me price to be paid by the Buyer shell he this ccnuwW at Seller's bid which Seller *anodise W be no higher them Serlae'a cum" p ucese on oda by others for prodots of ibe kind nod speciflntim coveasd by, thin agreement fee smmilsr qurmidm Under smiler of like condlt im aid rre4tat1 of pwcha i. In the everm Selig breached alder warnarmy, the prices of the item shall be reduced to the Sellom's current prices an aides by othem or its the altematiw. Buyer nay cmcel this contract without liability a Sella for breach or Seller's actual expanse. It. The Stile wartams that no person or idling agency hm been emptoyed sex retained to solid or iecus thin carman upon on ■gamart or tudermard ng for cor minion, percentap, brokerage, or contaisem fin excepting bons tide employem of boom fide "mbleshed commercial or selling agaefm maimed by the Seller fur the purpose of securinig buslmesa Far bresi of vic tine of Ike am mity the Bvyw shell Iry the riglf in alditiat to eddy other right of rights to anal this comments without liability and a deduct hoed the contran prier+, or otherwise recovw wiho i liability coil to deduct from ohs comp pr" or othe wim racove the hill lewur of inch omrreiwien, pmantip, bronlerw or comnpar fat. 9. WARRANTY -PRODUCT. Seller A" not limit or exclude my implied warranties and any Lite mnpt to do ro tha rawer this contract voidable As the Vim of tat Boyer. Sella waresraa that Lite goods flanisbad will conream oo the .pectf cadcm drinamae, and descriptions listed in Lhe bid invitselom and to the aamplats) furnished by the Seller, if any. In the evert oils conflict or berw"m the rpecihcssirm, drawings, and d"cnpioa, the epo illoatimme stall govern Notwithstanding my pmvislman conned in the conaaci led sgterotent the Seller n:preserra and wwrmta fouh•fim pa its. ere ad hull -hem result in the processing roes end date relseed dots tincheding, but oat limhad to cakulatlmg, coarpring and sequencing) of All hardware, softwasr ad fbmwere prodocta delivered and to vlas provided under this Cmtrst. individually or in cormbimtioi. As do tam may, be from the effective clone of this Contract - apply to produce and servica provided by the Sella. its sum. Seller sex any third parry involved in the creation or drveloprtem of the pmdtrta and servica to he dtkvermd to the City of Lubbock cede No Contract. Failure to comply with my of the ,tbligiriom comand he, may rnult in the City of Lubbock availmg itself of any of 'as nSW under the hew sod under the Conui inchpding, but not limited WN its riglr pruning e termnaim or defkds. The wsmmim CarnWred heron me eprre and diseete frog may other warmtim specified in this Contract and an nor mbjeco in any disclaimer of warranty. implied or eapressad or lintomi u of the Seller's fisbiloy which may be spectfkd in "a Cantmmct, its apperdkw, 4 rchedsles, its Annex" Or easy document inrorpoatad in No Contract by n ifenmo s. 10. SAFETY WARRANTY. Seller warrants that dr product told to the Buyer shall conform to Lhe sundarda peomigaad by the U. S. Deportment of Labe under that Occupational Safety and I leahli Act of 1970. In the event the produce does not conform to OSHA standards, Buyer may, rNtsm the product for coxrrcuim or reple:mma at the Seller's separating. In the avers Seller Fails to make the approprise connection within a reasonable tiros. vorrecike made by Bw)w wilt he a the Selkr'sexpense. I I. NO WARRANTY BY BUT'FR AGAINST INFRINGEMENTS As par of (his contract fa us Seller ,rota to ocermw whethw anode ntamnfacrumed in oxcedmn with the ,pecificataxm muchsd An than arver else wdl ghvs rise to that tilknfW claim of my third person by way of mfnngement of the like. Buyer malts W iananty that the peoductim of gtai js x—ding to the spectt4angm will not give nee in mch a churn. and a no evert shall Buyer Ise Iuble to StIla fox ,ndrmnificatwn in the exfm Nor Seller is coed tin the grounds of inftingement of the like. If Seller is of the opirteom that an infringement ca the like will rxauh. he will notify the Buyer to ihs effnt in wrong within two weirls after this signing of this Agrtertssm. If Buyer does rWA receive nu4ice And is subtegtendy held liable fix the infringement or the like, Seller will uve Buyer hamlen. If Seller in goad faith ascenatns the prodwnit of the goods in accordance with the specrfocaliors will fnuln in infringement or the like. the contract shmfi be null and void 12, RIGHT OF NSPECTION. Buyer shall hove the right to toil ect the goods a delivery before accepting them. 11 CANCELLA PION. Boyar +hall hsve the right in cancel for dafauh all or any pan a the urnokiivered punirre of Chia order of Sailer breachss any of the terror hereof iKlidling w+rranton of Seller or if the Sailer beeom" insolvent or co mmilr acts of bankruptcy. Such right of camellwicm is in addition to and not in two of any other remedies which Buyer may have in taw W equity. 14. f kR MINATION. The performance of work under this order rnsy be terminated in whole or in pan by the Buyer in acctxdwe wish this provision. Te mrristion of world hereunder shall be effected by the dethery of the Seller of a "Notion of Termination" specifyhng tier exam to which performance of work under the ordar is terminated and the due upon which ouch ierminuionn hocurnas effective. Such right or imninalion is in addition to aid riot in lieu of the n ghte of Buyer to forth in Clartas I J. herein. ly. FORCE MAJEURE Neither party shill be held responsible for know resul ing if the fulfillment of ary tarmac of pmvisxm o,<this contract is delayed or prevented by any cause not within thr control of the party whom performance is interfered with, and which by the exercise of reasonable diligence said party is unable n prevent 16. ASSIGNMENT -DELEGATION. No right or interest in this contract shall be assigned or deepl on of may obligim on rnade by Soler without the wriuen patmdssiae of the Buyer. Any anempted assignment or delegation by Seller shall be wholly void And toally inefybctive for ail purpose omteem tads in conformity with this paragraph. 17. W AIV EIL No claim err right arising owl of a breech of this contract can be diacharyad in whale or m par by a waiver a rmLLrKw n of the clash on.- nghL "mods the waiver a renunciation o tupportd by consideration dud is in writlty signed by the agwined perry. 11. INTERPRETATION -PAROLE EVIDENCE. This writing, phis any specilkaalars ftr bids ad prifmnrece provided by Buyer in hie aivarriseme t fa bits, and any other documents provided by Seller as pen of his bid, Is intended by the portion m a final expression of their agneemmt and intended Am as a arrM and exclusive statanrsr of the terns of their agesematt. Whoever a term defined by an Uniform Coxreuercial Code is used in this agreement the definition contained in the Code is to control. 19. APPLICABLE TAW. This agreement dell he gtovenrd by the Uniform Commercial Cods - Where ever tat teen `Uni form Cosa - we Code" is toed, is "I he construed se meaning the Uniform ConreeeW Code m sdopwd it the State of Texw m effactdve tad in force on Use data of the agreement. 20. RIGHT TO ASSURANCE. Wherever cast puny to No tontrea he good pith him reason to gontion div charpary's riumi to psrfin, hemay danaad that the abw party give wrnL m assurance of hie intent to perfbi, In the event aped a demmred Is made ad no aastrrtcw is given within five (S) days, the demanding party may me this fultre a m amiclpmory, repudiation of the carman. 21. INDEMNIFICATION. Sellar shall imilanmify, keep and sere harmder the Buyw, its agenaa, of vials and lei ptoyam, aplaan All inotariet, tlndia. lot, dmegam. clairm. paawa ciahm, sans. habilitim, judgrmattt cam and eapttram which nay a mrywim acrned aping to Buyer in consequence of oe granting of this Contract act or which my amywfm rase, thmehom, whashw or not , shall be ellepd or da terndised that the so win caused through nor ghgaace cr txnbuan of this Soler or its mrployete, or of lbe vub3afer or amgseer or its mRdvym,% if any, ad the Seller AM. In hie own exported, appose, defend said pry all chsspa of anerneya and all coats and oxher expo awns thereftow of incurred to comncuao thecattle.and, if arty yudip An hhall be andmsd against she Buyer in arty such action, the idler +hell, an is ornt expenses, smhify and discharge the env Sella expressly nmderxandi and agrion dha guy bond required by this cnnhart. or onihnwia prided by Seller, shall in m way law the reaptrusibtliiy to i ndemmify. keep and save harmer" and defend the Buyer to herein prmvodsd 22. TIME. It is hereby erpamvdy agreed rid understood that time is of the emonce for the pin r4mi Lomas of this cosrau, and fuhsa by contract to mne the ties npetifital/ure of this lip— anent will cat: Seller to be in defatnh of this agreemmy. 23M8E, The City of Lubbock hereby ncaiBm all bidder this in regard to my contract entered into punumm to thin requnl misoeity, ad women business enterprise will be afforded equal oppcammitive to wbsnh bids in response to this nvitenion and wtR not bat discrinnated spumes on the groudt of race, color. sex tat naval origin in cane iilarwon Ibr an swat 21 SON -ARBITRATION. The City reserves the right to axmim any right or it wily Available to it by low. contract equity, Or Wlarwiok including without likialso e, the right a watt any ad d foemw of relief in it cart of compaaer iurisdiction. Further, the City distill not be %Ay*l to any o bilnaticm process prier in imertmoll: its u nestrictad right to role Judicial ...Lady. The remedim sot forth herein we curwdwive ad not exchaive. sand trey be exerciud concurrently. To too exism of my conflict between this povismn and mother provisions im, or Mewl t0. than docwhrnt this pro. intent doll control 23. RIGHT TO AUDIT At any time dying the term of the contract. or tlrapller. the City. or a duly authorised audit reprelmNAU a of tM City or the Stan. of Term. at its espenm Arid a reasonable [tort, reamwe the right to audit Cterttractof t records and hooka rekt am to all services p+ovided se the City odder ohim Commas In the eau Such m Audit by the ( r, r, colt my arms or overpaynmma by the Cry. Contractor shell refund the Try the full io—unl of wsch o»erpayvnmms *ohm thirty 110) days of halo sttdm Winds, or the city, an , , sown, Munn the right to deduct such moors owing der City [root any pmymm t, due Cann ,, tsar Rcv. 02 -1012 .t',r� /'> 4 ity Of PURCHASE ORDER city TO: SCOGGIN-DICKEY CHEVY-BUICK 5901 SPUR 327 LUBBOCK Texas 79464 4910 INVOICE ro. CITY OF LUBBOCK ACCOUNTSPAVABLE P.O. BOX 2000 LUBBOCK. TX 79437 Ordered 03/27/2012 Freight Requested 08/08/2012 Taken By Delivery PER PORRAS_J REQ 38753 Page - 2 Date _ 0130/2012 Order Number 31009809 000 OP Branch/Plant 3526 SHIP TO: CITY OF LUBBOCK FLEET SERVICES 206 MUNICIPAL DRIVE LUBBOCK Texas 79403 By PER 1TB 12-10601-CI C ISAACS Description/Supplier Item Ordered Unit Cost UM Extension Request Date 2013 3/4'ron Pickup 1.000 23,040.0000 EA 23,040.00 08/08/2012 Spec 1532 2013 3/4 Ton Pickup 2.000 22,880.0000 EA 45,760.00 08/08/2012 Spec 1532-WTR 2013 3./4 Ton Pickup 6.000 22,300.0000 EA 133,800.00 08/08/2012 Spec 1534 2013 3/4 Ton Pickup 1.000 23,969.0000 EA 23,969.00 08/08/2012 Spec 1535 2013 3/4 Ton Cab and Chassis 1,000 23,767.0000 EA 23,767.00 08/08/2012 Spec 15%-VC 2013 3/4 Ton Cab and Chassis 1,000 23,300.0000 EA 23,300.00 08/08/2012 Spec 1536-AP 2013 3:4 Ton Cab and Chassis 1.000 23,300.0000 EA 23,300.00 08/0812012 Spec 1536-W-FR 2013 3 4 Ton Cab and Chassis 1,000 20,190.0000 EA 20,190.00 08'08, 2012 Spec I i 37 IFERMS AND CONDITIONS IMPORTANT: READ CAREFUI.LY STANDARD TERNIS AND CONII[TIONS CITY OF LUBBOCK" TEXAS Seiler and Buffer agree at follows: i SELLER 1­0 PiLCKAGE GOODS, Seller will packape gotsds in accordance wish good :,tmmtrcud practice. Each shipping cumaineir ,hail be dearly And peennrveuty narked as f.tllowa is) Seller's name and address, (b) Connigna's niter address and purchase coder or purchase release number and the supply agreement number if Applicable. (c) Container number And total number of containers, a p. bon I of 4 hoses, And id) the number of the ctmtaene hewing the packing .lip. Seller shill hem cuss of pxkaging unless otherwise provvided. Gotido %hall be suitably packed to ucvue lowest wansposiLmon cote and to conform with rryutrernertls ,if common camera and any applicable specifications. BuyeCt coum or wrspM .hall be find And conclusive on ahipmcme not accompanist by pecking lists_ 2. .SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not authorized to %hip the gores under reservation and no tender of a bill of lading will operate m s trim of goods. ]. TITLE AND RISK OF LOSS. Tine hik and reek of km of the goods shall not pus to Buyer until Boyer acLudly recaivn and aka posteuion of ilr pool at the point or points of delivery. 4. NO REPLACEMENT OF DEFECTIVE TENDER. Every taider of lelivery of goons mus filly comply w ith dh pnovsiuns of this contract as to timed delivery, qudity and the I i ke. 1 f @ sendr is made which doing ref 11ally comforR this shall constitute a brerh and Seller .hall era have the right to eubxkuw it conforming tender, provided, where ties time for performance has not yet etpired the Seger tiny reasonably notify Buyer of his intention to cure and may then make a conforming tender within the contract lime hot not aHerwnd S. INVOICES A PAYMENTS. a Seller shell submit epmsia invoices, is dull icue, wive tech pnuchssa order or purchases reins ails even delivery. invoices shall indicas the purchase order at pui chase tdaar number and de supply agresneers n enber if applicvkks. luvo as shall be itemized and transportation charges, if any. shall be livad separately. A copy of the bill of lading and Ihr fmot waybill when applicable, should be attachod to the invoice. Mail To: Aecounte Payable, City of Lubbock P.O. Box 2000, Lubbock, Texas 79477, Payment shag no he die umil the above inkruir ants ere submttatd after delivery. 6. GRATUITIES. The Buyer may, by wrinum notice to Lite Seller, conned this contract wilhow lability to Seller if t is tkurriva sed by Buyer thin gravities, in to form of enwAtostesnl gala or otherwise, win offered or given by the Seller, or aery egea or revevicntetive of the Seller, to tiny oflka or empbya of tie City of Lubbock with a view to micttring a contrw or wCuring favoxsbk iresuneint wkh respect to the awardntg or amending, at the making; of any dcarminwiom with respav so the ptafammi; of such a eanuw. la the evast this contract is canceled by Buyer purnAgt to this provision, Buyer shell be entitled in addition to any other riout and rernediee, us recover or withheld the &noun of the cost incunad by Seller in providing such gratuities, 7. SPECIAL TOOLS R TEST EQUIPMENT. If the price naiad an the filoe hawf includes ties cost of any special fooling or spaiel tea egmipnaam fabricated or required by Saflw for the purpone of filling this order, such spscW toolfng equipment and my Process ,hats resod thereto shell * ' r tot property of tot Buyer and to the extent feesibls shell be idmufled by the Sella as such. 9. WARRANTY -PRICE. a. The prioo r be paid by the Bayer slsall be Lira contented an Seller's bid which Sella weirrmu a he no higher thanSellw's eunem procxss m lodes by When for produce of the kind rid sjimifkrics covered by this agreenen for s mul r quraitfss under similar of lib conditions aid eroded of prchmr. In lies event Seller brencitss No warranty. the prim of the items shell be redeed to Lha SelloI cwast prica on txsMs by others, or in the alternaivet. Buyer troy cancal this contract wishon lubilty to Seller for breed or Seller's actud expense. b. The Seller wwnm thin m person or aging agency has been empicyed or muired to solicit or seers this mom upon an aVver wnt or rtdmsundny fa commhssim percmago. Mokaye, or contingent five excryeing bar Hde employees of bur Hale ntablisMd comtsrrcial or selling apmm mmite ed by the Seller for the Propose of sawing isuamse. For breech of viclrioo of this wanrany tss Ruyan dull low the right in esiddition to MY other rigdm o(n#ls 1a caned this contract with" liability and o deduct Tress tine cmtnet price, or ohvwss recover wetheaut IanbBky and to dal— nos ehr cmmm pace, or otherwise MCOVOr the IWI arena Of rack amrndoeilion. ptrcesugr, brokerage or coming" fora 9. WARRANTY -PRODUCT. Seliw sot not limbo or taduds way booked wanaoria and any utemgt to do n sling rtmsdr iris Contract riideble in tlr opsiim d tan Buyer. Seller. thin the goob f smedsed will combine to she specification, ekewnge. and descriptions lard in the bid invntetiorx And so tr sartplolsy firsdndesd Ty tot Sena, if any. In the eves of ■ connies or between obit grcifeatiora, drwings, and dwnptime, the spectficahorse shall gasser. Notwithnsediry any peovlrione contained in the contractual agn sensix thin Sella represerw avid wareua fault -five pesfon ereco and hula -Rote reach an the processing slew and date related dais limludis, but not linseed to calculating cmvperhy aid sequencing) of all hadwwe. suflware and flrmwsaa lemila cea dallveord new WVica provided undir this Contract, indlvithnally or in cmebint tiro, a the taw may be from de effactse dew of than Connor[ The obligations contained halm apply to produs.o and sevica provided by the Seller, his sub Sel ler orany nhlyd potty invoiced m th cteriwn ordevelopo r o of the pnsdtcu and Dery ca so be delivered to de City of I IubboeIt under lhis Cataract. Failure to comply with say of the tNigaioa conuied hooka, may rauh in the City of Lubbock aysiing imelf of any of iu rights under the lan, and ands this Ctnuaes inchding but not listed Its, is riots prrueng to teiminslinn or drhuk. The wmmzdm coma ed hexer sit wpsrae and dhM;30@ from my Were wammAlie specified in this Cwwacti and am net object Its my diicWnw of varway. implied or osprena4 or lumislion of tot SeBan'i lsbdiry whicb any be specified in this Conant_ is appendices, w whedulaa, its rrhaxa or sty docuserss incorporated in this Confirm by reheesae. 10, SAFETY WARRANTY, Sella waste that to p nducl told to the Buys shah conform to Lhe %tandards pron igaed by the U.S. Depwtmwd of Labor under therOccupaiael Safety and i lealth Act of 1970. In the nest the product does not conform so OSHA shtrdards, Buyer reey rdrns tot product for correction or repiaemat at than ScHw't espo nor. In the even Seller fats to mde the appropriate oaarectita within a reasonable rime, comechoa need@ by Buys will he an the Sslhr's esperis. NU WARRANTY BY BUYER AGAINST INFaimai ENrs, As pain oftha contrsio for tale Seller area in utantas whrthe goods manufactured In aaexdrsca with dot speed"- Km couched to than ag a smai t will give rise to tw rightful claim dry third person by way of onfringemrnt of the like. Buyer mein no warrahry than IN production of goods Accwdng to the4pectfkaLX1M wdI not give nu to %each a claim, and in no e.em .hall Buyer be liable to Seller for m4emntlkanon in the event that Seller is sued on, the gmunda of in fringerneM of the like. K Seller its of the opinion thAc An infringement or the iAt will result he will notify the Buyer to this eRta in writing within two atAt sflw the agnitsg of this Agmmernt. if Buyer doer nil receive notice And is wbxquently held liable Ice the tnfnngemtent tar the like, Seiler will .avc Buyer harrnicss If Seller in good faith ascertains the production of the goods in accordance wish the Ipectfkauur will neaull in infnngemesu or the I An. the :ontnct shop be null aid void 12 R IGI IT OF INSPECTION. Buyer shell have the not to Inapecl the goods W delivery before 3LCgxing 16M 13 C'ANCELLA rION. Buyer shdl have the not to cancel for defo uh all or any pas of the undtltrerad ponim of Lhia trda if Seller brewhet any of the tetstp hereof including wwrantia of Seller or if the Seller betcoraa insolvent or comerou sea of bankruptcy. Such rights of cancellation is in addillm to and not in lieu of any other remedies which Bays away have in Iaw or equity. 14. TERMINATION. rho performisms of work under this order may he terminated in whole, er in pan by she Buyer in accordance wiab this provision. Termination of work hereurvda dell be cfhctad by Ile delivery, of ter Seller of a "Notice of Tmninaliorn" -pacifying the extert to which perforsswrce of work under the orJw is terminated and the dean upon which such termination becomes elfeeuve. Such right or termination is in addition to and not in lieu of the H gha of Bayer sal forth in Clause 13, herrin, 15. FORCE MAJEURE. Neahs party shell be held resporwble for Iona, resulting if the Fulfill ent of eny tent of irotisimA of this commit is delayed or prtveniad by arty causer tax within the control of the perry whom paforeence in interfwcd wile, and which by the exercise of rcuonabk diligence said party is unable to prevent- 16, ASSIGNMENT -DELEGATION. No right or inierea iw this contract ihsB be assigned or delegation of any obligation media by Seller without the wrinen permisaim of" Buyer. Any attempted asiymuest or desptiam by Softer shall be wholly void said redly ineffective for ill purpose; inter mode in conformity wile dds pengropk 17. WAIVER No clam or right aisng out of a breech of thin contract can be discharged in whole or in pat bye waive or ren%aicis ion ardent claim or right unless the .viva or rmtaciat}us is wpported by comudnrion 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 a to advertiaemait, for bids. rind any Who documents provided by Seller is pat of hs bid, is intended by the perva as a Rnal eaprar sion of thirr ■mamma and imuded Akio es a complw and exclusive sufewain of the terns of trios s;rosnto — Whenever a term dnlmd by she Uniform Commercisl Code is used in this oVvemm4 that def atelon ccintdoad in the code is to control. 19. APPLICABLE LAW. This agreaaeaaa shall be governed by the Uniform CoamwecW Code. Where ever the tam "Uniform Cuntmcial Cods" is used it shall be contented in meaning tie Ualfor m Commercial Code an adopyd n the Stau of Tease m effective owl in force on the data of this agreeirm 20. RtGM TO ASSURANCH. Whenever one piny to this coneacs in pmd raith hem reason to question the other pwWs imam o palke he eery dosed thin this oiler party give written assurance of his inlet to perform. In the evad then a demand is made and no saseuance is given within five (S) day& Ilia demanding party may trio this rdlure an inn mticipeury repudiriom of the conaaat 21. INDEMNIFICATION. Seller dell Indememify, keep and teve harmless the Buyer, its srnss, orRcias and employes. against st all mit isa, deaths. low domaps. Chinese, power cskne. suits. liabilities, judgmerts, coati wad expenses, which tiny in arywiar gorse spina tie Buyer in consequence of the aamusg of that Contim or which many mywla teak t ereAvee. -lienhor or not if shelf be alkgad at dei rriumd that the act wait rained through regilgmcm ter omission of to Wh r or he employesa, or of mot subSeller or ampoo or is empby"v, if any, and thin Sege shall. a his oar expert, op I drfwW and pry all charges of moneys and all inns and other eapaemse wising tharefiatt of interred in connection do- ilk arid, if Wry jesdrwe s shill be it Idea ed Agonies Use Buyer in any Jack adders, tie Sells shelf, s@ be oven axpenNI6 tstisfy and dlschWp dw same Seller apnssly tmderrianda and area them any bond required by this contrses, or trheawias provided by Seller. doll in no wry firms the ." othsibility r indeueily, keep and era harmken and defend the Buyer u limier provided. 22. TIME. It Is hereby expressly agreed and understood Llr tine is of the roomer for the perfwmwxs of this contact and fdhre by contract o mesa the tier tpeclflcaUOmp of this agreemern will causes Sdhw to be k defeYt of thin agreement_ 2]. M BR The City of Lubbock hereby redflss ill bidden then in mgwd a wry co trace enwied into Potentiates to than request, minority wad women business emesprfw will be afforded egad npgartunitka to submk bids in ne pmen to this invitation, aid will rat he dysceimtnred agaiot an the rand of ern. color, we or rimseW origin in consideration her an aural 24. SON -ARBITRATION. rho City renavm she right to exercise any rights at ncsready Avail" to It Ivy sot, Ceram. equby. Or tatherwfse, including without limitation, the rill so We& any and all ions d rchaf im a corm of comp Laael jurisditnions Funhw, the City dWl not be subject to MY abkmmO process prior la ""doing its irurnonciad right Ie seek pidiNd teemtly. The remedial IN fords hasin as cum u6u" And not exchsive, tad may be exercised conerrenty. To the exiwr of ay conflicl between this provision ad another provisim m, unrelated to. this docrrmlk skis provision shall coetraf, 25. RIGIIT f0 AUDIT At Any time tltrny die term of this co ntroet, or tesreeflw. the Cky, of ■ duly suthurind audit repreenative of the City or the Sure of Tema. in .1, etprts-an rid as reasonable Lime- resevel the right to audio Contrwitoe, recosdo wad books teietmt to all tery ices provided to the City wWw thin Conaa In ohs nee teach a scales h% the Ch) reveals My envo or o,"ymenA by the C'ily. C niAWor %ball reRud Ilia City the toll .umentlM of , ch-"ynseestu wnhin ill" 08) Jar of worn audit fbdingL or Lhe t tcv. As i- eePruth, restates Lie right o deduct such reurtg owing the City from any payments Jut It ,nano im. Rev- 02 2012 �r city of 4'city TEXAS PURCHASE ORDER TO: SCOGGIN-DICKEY CHEVY-BUICK 5901 SPUR 327 LUBBOCK Texas 79404 4910 INVOICE TO: CITY OR LU8BOCK ACCOUNTSPAVABLE P.O. BOX 2001 LU B BOCK, TX 79457 Page - 3 Date - 03 W2012 Order Number 31009809 000 t)P Branch.'Plant 3526 SHIP TO: CITY OF LUBBOCK FLEET SERVICES 206 MUNICIPAL DRIVE LUBBOCK Texas 79403 Ordered 03/27/2012 Freight Requested 08/08/2012 Taken By Delivery PER PORRAS_J REQ 38753 PER ITB 12-I0601-CI Description/Supplier Item Ordered Unit Cost UM 2013 1 Ton Cab and Chassis 2.000 27,967.0000 EA Spec 1537-WTR Terms NET 30 C ISAACS Extension Request Date 55,934.00 08/08/2012 Total Order 584,423, 00 This purchase order encumbers funds in the amount of $584,423.00, for the purchase of vehicles awarded on April 10, 2012 to Scoggin-Dickey Chevrolet -Buick, of Lubbock, Texas in accordance with Scoggin-Dickey Chevrolet-Buick's response to ITB# 12-MOI-CI- The following is incorporated into and made part of this purchase order by reference: Bid Submitted by your firm in response to City of Lubbock ITB# 12-10601-C1. Resolution# 2012—R0155 CITY OF LUBBOCK ATTEST: A.), 1xi Tom Martin, Mayor Rebec �a Garza, City Secretary rERNIS AND CONDITIONS IMPORT.Coorr: READ CAREFULLY STANDARD TERMS AND CONDITIONS CiTY OF LUBBOCK, Tlrs! AS Seller and Buyer agree 49 follows: i SI-LLER TO PACKAGE GOODS. Seller will package goods in accordance with good commercial practice. Fuh thmppmg conlahtar dull be clearly and pmnravely marked is ftllowo (a) Seller -%name aed acidness. (b)Conougnee's nerve. address and parchment order or purchase release number and the supply ogrceuraid number if applicable. CO Cotntamor number and total nurrrhet of coraminerm, eg. hoer I of 4 hoses, acid (d) the number of the container hearing the packing dip. idler shall how cwtagpackagir g unksa aherwite prnvidied Goods %hall he suitably packed to tecurr lowest Irampaatatloe cnele and o cmfoms with fryuircmrttu tvf common carritn and any spphtsholo speriflcatkML Buyer's caum or weight Thad be final and curclunve an %hiprmm, nor mccompened by pecking lists. 2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is era authorized o ship the goods under rrsarvatan and no *aware bill of lading will uperase m a tender of goode. 3. TITLE AND RISK OF LOSS, fhe title end risk of Ins% of the elm loll rid pus to Buyer until Buyer actually rweasa and Ldm possession of IN SOWA AS the point or points of delivery. 4_ NO REPLACEMENT OF DEFECTIVE TENDER. Every emder of delivery of Soot muss runy comply with all provisions of this contract as a tine of drhivery, quality, and the like. hf a tender is mods which don no (Wly conform, this shall comotiaJe a bremb and Striker shall nil have the right to abssku" a tonfia ming tender, provided, when the time for perrarmamre has not ye e%pired, the Seller may reasonably notify Buyer of him intention to cute and may than make a cunforming tender within de contract time but riot afterward i. INVOICES A PAYMENTS. a. Seller than smibMIL separau Invoices, in duplicate, ota each pumbase order at pircMass relesse after each delivery. Imalon sheer tribe" IN purchaas order or purchase release soother and this supply agreement number if applicable. Inwoicam +hall be itimiuvd and itimpartmtian charges, if any. thrall be limed separately. A copy of the hill of lading. and the frnght waybill when gtplkable, should be attached to the Invoice. Mail To: Accounts Payable. City of Lubbock. P. O. Box 2000, Lubbock, Texms 79437. Poymens ihmil nor be due until the above iulrumrots arm submitted after delivery. S. GRATUtTIES. The Bays may, by writes notice to the Sella. carrcel this conaau without liability to Seller if it is datermisved by Buyer that grnutws, him the form of eruartairmerat, gilt or umh,rwtse, wen offeed or given by IN Whom, of My ■per err aTrOWNtati%V of the What: to any officer or employes of IN City of Lubbock with a view to tearing a contract or securing favorable treatment with rs- to the awarding or emending, Of the nukhig of arty dettiniatim with respect to do perfmrong of inch a comroom In d" event this cantset is canceled by Buyer puvmet to this provision, Suyera shag M enticed, in addition to arty other rights aed remedies, to rtcovar or withhold IN arrotm[ of the cat incurred by Seller in providing Such gratuities. 7. SPECIAL TOOLS A TEST EQUIPMENT. if the price seemed an the fats hereof includes the cast of any special tooling or special tea equip kar fabricated or requind by Sauter for IN purpose of filling Thu order, much tpecol tooling equiptsent and airy in sheota related thereto shall becars ill pn ipetty of the Buyer and to the extent feutbla shall be idedifled by the Salter as muck g. WARRANTY -PRICE. a 11e prim to be paid by the Buyer shill be that cant -wed in Selkr't bid which Seler wanmat o be eu higher than Sefler's current ptocrss on aide, by others for pradecto of the kind and spwifiulim covered by this gwmnom for tiedlir quauidu under Jmdtr of like cundllioea end mwhom3 or pmadtses. In the even Seller beachar this warranty, the prim or the iternr than be redtm ed to eta Shcar's cutest prim ca or I by %hers, at hit IN aliarmouve. Buyer may scrod title comtr.n without liability to Wier for bench or Seller't actual expense. b. not Seiler warrants that no person or telling agency iees base employed or retatosd to soli:h or uses this room upon se agive ent or an4erswWpK for ramimiar, pecok imas, brokerag., or co miynt fee excetreing boa fldo conpioy iss of bona fide es"Midwd corormr mW orulllog agaoieo rruitaiad by de Soler for der purpose of securing bu4knoma For brxokeh of vldation of this warranty the Buyw Drell hart the right in addition to any other right of rights "coeoaf this contra0 without liebitky and is dedmd lease the cadract price, or otherwise rued er without Nobility and to dadmca flan On contract pricer or otherwise recover the iWI aeioua of match cdwmiamion, percentage, brokerye or mo ingaal Iles. 9. WARRANTY. PRO DUCT. Sollmr shell riot kntk or exclude try implied trowels and any %tunes to do to shod rI WE this contract voidable a the option of the Buyer. Sense wawanr Thu mho goads MniAW wiB conform o d" specifkatim drawings, and dmmtwipN mm lWW in the hid invitaibr4 ad to IN satplels) ftrnishod by tht Sellr, if sey. In mho event a! a conflct or herwomm the spokaf mien, drewinip, and dew. pminna, the sposctrksuar dull govern, NeswiihsLandng any provisions; contained in the ca naactiod soserious d" Seller reprew and warrens fait -hero performance and holm -from muk in der p ace=%due and the reimted data (including, bee no limited to calculating, comparing aid sequemeing) of Al hardware, toRwre aril ilermot I,wte delivered ed services provided under Ihim Contramx individually or Is combinadon. r the cram may be Aram Thu eRecthe data of this Contract. rim tiMptiwns contained hewim mppy to products and services provided by IN Wier, its sub Seiko a sny third pang involved In ttw crewim w drvelopetet of th o pmdLkM rid unica to be dallveed to do City of Lubbock udfr this Co rerun Failure to tamely with any or IN, LJbiptlda contain henis. treaty reauY in the City of Lubbock availing itself of cry of ks righu under the law tad rods this Contract innclidlialI, Its not I'wsited No. its right pauohrg" Lerrninnsion or dehmok The warranties comments! Aerie ere tapseme end dbcrwe hwem sty Other warrmiks iprciAW is this Cormnxt red n not ntibjeel to try disc Weser of warranty, irnpnfid or eapreesed, or limitation of the Stfler'm liability which nary be pecifld is this Contam its appediva, its schedules, its wneaes or say document roscaritaround in Thu Contrmct by referee. ID SAFETY WARRANTY. 9ellor warremo that the product sold o IN Buyer shall canforen o the iLu+dards proendpmd by it* U. S. Oepenaums of Labor minder der Occupational Safety, and leaftb Act of 1970, In IN evwt the prodmr. don not confute to OSHA-Lwdwdk Buyer may return the praduci fa correction orrephimm it M the Seiler'% rmpema. In the event Serkr Path to moles the appropraso aurniction within a rrmeameik time, ae,erticm made by Buyer w411 he r the Salkf's tipew. I I NO WARRANTY BY BUYER AGAINST INrRINGEMLNrS. As pat of ihia contract for wile Sena ,yw, to satxnaii whether gender i sratfaenird in axwu4saor wits the specifkrim munchd to dmost moveromelt will give oaf to der rigblllll claws of grey rimed pawn by way of ntfkMpromerl of the like. Buyer makes no wareaary AM IN pttduetk rm of goods xcoiding to the gpecification will net give rise a who m cbim aid in me evem shall Buyer be liable in Striker for inderrrwflcalwt in the evert than 'What is woad tea the pwnda of mfnngenrsm ardor like. If Seller is of the ipinion that on mfnngerrent or the like will resWl, he will ratify IN Buyer to this effect in writng within two weeks art the Signing of this ryreertetr. If BuyQ does not receive notice and is subtequertly held liable far the infringement or the like, `;ells will save Buyer harmless. If Seller in Sand faith swerune the production of ihs goods in accordance with the %peciflcaduw will rmlit in nifrinlic tom airline like. the earteact droll be null and void, 12 RIGIOT OF INSPECTION. Buyer shall have IN right in aspect the goods at delivery before accepting theta 13. CANCELLATION. Buyer +hall hers the right to cancel for defsuh all w any pot of the undelivered panics of this order if Seller breaches any of IN terms hereof including warnmies of Sella or if the Sella become insolvent or commits seta of hanknaptcy. Such nSM of crncellesion is in addition to sad nil in lieu of any other rom okdin which Buyer may have in kw or equity. 14. f kRMINA ITON. Ile perktt mK4 sea wart undw this order may be lwtliatad n whole, w in pan by this Buyer in accordance with this pmvisi in. Temunaeon of work herauder dill be effected by the delivery of this Selig of a "Neater of Termination' specifying the esters to which performance of wort urda the order is terminated and the data upon whkh %uch termination brcomn efTseuw. Such right or IemiMlidm a in addition to And not in lieu of the rights of Buyer not forth in Clam 13. herein. If. FORCE MAJEURE. Ntridma perry Jell be held responsible for 6tam, remelting if the Willow of my teens of provisioru of this contract is delayed or prevented by any gum not within the control of the party whose prrtornunn is inoerfered with, and which by this exasise of reaaona64m, diligence said party it wombfa to prevent. 16. ASSIGNMENT -DELEGATION. No right or in"reer in this contract shad be assigned or deliclu ott of any obligation made by Sense without the wrinen permssion of [be Buyers. Any auempaid wignames or deheption by Smeller "I be wholly void and woolly ineffectNr for oil purpose unitar made in confarmley with this prrrgraph. 17. WAIV El. No claim or right arming eat of a breeb of this contract can bo dittrhargad Ie whole or in pan by a waiver or renmcwtion of" claim or right unless the waiver or rienuricuiian is +upported by consideration and is in writing signed by the sgrmvrd parry. 19, INTERPRETATION -PAROLE EVIDENCE. The writing, plus any specifications for bids and peefaimwnv provided by Buyer In its dvwtiaemerit for bids, ed sty eahw tfoeumea provided by Smeller as pee of his b4 is intended by the pasties as a Anal expsseion o( their sip, - - sea in, I an as a as plena end mxclselve statement of that terms of deir ngreerm101 Whenever a teem defied by the Uniform Corlsnecul Cade is used in this 50eeerrt4 IN dafinition contained a the Cods is to control. 19. APPLICABLE LAW. This agnemws dull be governed by the Uniform Caswwrcial Code. Whems aver tie teas -uniform Commercial Code" it used. it mhall be tonatriiad me srrearting Le Uniform Co rommcid Code r adopmed in that Suer of Taxes r effective and b fan an the due of this agyemera 20. RIGHT TO ASSURANCE. Wher"ver are parry to this cmtnct in good !biro has raraw to queuion the atlmw perty'e item o perdorte Imo may dcm mid there the odw party give wnt"e seeurma of his intent to pecforre. In that even that It denrad is me& and no assurance Is give m widtim flier (3) days, the demanding pory may tens this faihn as set antkipetory, rep thiti an of the comrnt. 21. INDEMNIFICATION. Se1Yr dtall i Win . ify, keep rot move Imasedne the Buyer, is ag n", ofllcWs and empbyee6 spmet all injuni , deaths, looks. Qre"gse, claim patent chtim so it., liaoilitlfn, judgmeeHs, toes rid npwmn, which may in nywhs mccrue against Ike Buyer in corsequeeca of bit painting of then Conarea or which may auywiw result tltenedeer4 whether or not it dolt be alleged or domomi brad that the ao was caused throught negligence air aniiseiorn of the St§w or its ernpioyeu,of of the subSitlkr or sarirms err its empioyen,if any, and the Seller shall. a hit own asparats, appea, do fend tend pay all charges of scum - ,s rot an vuara rot other exp.,,-- Wising thwmflase of inrtered a t.onmewdae theewih, and, if day judipmet shill be rrndeeod agaimR d" Buyer in cry such stdore, Ill Seiler dok rib own expmenaaa, atirfy and discharge the rams Saltar expresmly undentede and mgtws that cry bond required by thin contract, or otherwise pewided by Seiler, shall In no wry limit the reapmaibilby to iodeneri(y, keep and move hasmkees and defend die Buyer u hwrmis provided. 22, TIME. It is hereby expensly agreed and understood that time is of tin meaenn For the perfonmeom of tMs cortnct, and father by ceatrma to eat the rime ryoicifleatiom of this so it will canes Seiler o be in drlwh of this agreement. 23. MB& Do City of Lubbock hereby nothfkm all brddws die in reprd to my contract entered Into puraiart to this requites, nnewry rd wanes business enterprises will be sdrorded equal opportunities to submk bids in resporise to this imitemiaa and -oil not be diocrirrrnrd agninet an the gourds of rear. color. arm or natural origin in consideration for ere ewrsL 24. NON.ARBITRA TION, Thor City nesarrm the right o exercise any right or randy svahbk to it by law, cos mom equity, or tatkerwie t. arcludin/ visit" limmumia, the right me %.ak any and all liners cif~ in a cows of a wWOM juiaidktioa Further, da City dell times be nibjecti to oy arbwssiin process prior to rosmiang its irrrstricred right to wA judicial to imdy. The eeatrllea era Forth here are cnradrhvr tad rip nchwve, and rmy be emem6W conturmAly. To tla extent or airy conflict berwaan this provision and another provision an, or related i0. the docunem, this provision shall control. 21 RIGIIT TO AUDIT At any time Soft% I* germ of the cotrnK, or tker"Aar, the Cey, or a duly athwiced audit tepreset tativm of the City or the Sou of fevers, at its e%rvrnve wad at rsesonobk times, reswvea the right to euddt Canumctds morda and boots Icle,erne to all service provided to the City unease thisCoetram In the eat s"an auks, in 'he I m re, rals any errwf or ovepsymenell by IN City. Contractor thall reftamd the ( sy the rug imitnt of with overpsy"womm wehm thirty 136) days of will mudis AiWntgs, or tie t iiv, u it% ipiiorm, rese es the right to dedrtd such sentinels owing ibe City from .try paymome .tLw C,sttavkaa. Rev-02 2012