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HomeMy WebLinkAboutResolution - 2013-R0158 - Contract - Hill's Pet Nutrition Inc.- Pet Food For Animal Shelter - 05/23/2013Resolution No. 2013-RO158 May 23, 2013 Item No. 5.9 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock, Contract No. 11232 for pet food for animal shelter, by and between the City of Lubbock and Hill's Pet Nutrition, Inc.. of Topeka, Kansas, and related documents. Said Contract is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. Passed by the City Council on May 23 2013 twl,xzk� — G C. BERTSON, MAYOR ATTEST: Reber a Garza, City Secrew�') APPROVED AS TO CONTENT: uincy Whi ssistant City Manager APPROVED AS TO FORM: Chad Weaver, Assistant City Attorney vwxcdocs RES.Contract-Hill's Pet Nutrition May 8, 2013 Resolution No. 2013—RO158 Contract 11232 CONFIDENTIAL SHELTER AGREEMENT THIS AGREEMENT is made and entered into the 23rd day of May (month), 2013 (year) (the "Effective Date"), by and between HILL'S PET NUTRITION, INC., a Delaware corporation with its principal place of business located at 400 SW 8`h Avenue, Topeka, Kansas 66603 ("Hill's"), and CITY OF LUBBOCK, a corporation with its principal place of business located at 401 N Ash Ave, Lubbock, TX 79403-2701 ("Shelter"). WHEREAS, Hill's and the Shelter desire to enter into an arrangement whereby Hill's provides and/or makes available Hill's® Science Diet® pet food, under specified terms, for the express and limited purpose of feeding cats and dogs being cared for by Shelter ("In -Shelter Food"), in exchange for the Shelter: (i) exclusively feeding In -Shelter Food to cats and dogs being cared for by the Shelter ("Pets"); and (ii) actively displaying and communicating Hill's Food, Shelter & Love ""' partnership, as specified herein, in the course of Shelter's public communications and Pet adoption activities. NOW, THEREFORE, in consideration of the mutual agreements, covenants, and provisions contained herein, the parties agree as follows: 1. Hill's Obligations. Hill's covenants and agrees that, in addition to any other obligation it has under this Agreement, it will, throughout the term of this Agreement: (a) Provide and/or make available In -Shelter Food to the Shelter under terms as specified in Section 4 and Appendices A and B, subject to the following: (i) The type and quantity of In -Shelter Food provided and/or made available by Hill's to Shelter, shall be agreed to in writing. Hill's reserves the right to substitute or designate the type of In -Shelter Food. (ii) Hill's shall provide and/or make available In -Shelter Food at the list price minus any discount as specified in Appendix B. All pricing is subject to change with 30 days written notice. (iii) The parties acknowledge that unforeseen business conditions may require the Shelter to request an increase in the free food allotment. Any such increases shall be considered on a case-by-case basis, and if mutually agreed to, shall be memorialized in writing. (iv) Hill's may take any action that, in Hill's discretion, is necessary to prevent or stop the unauthorized resale or distribution of Hill's product provided to the Shelter exclusively for the feeding of Pets in the Shelter. (b) Give Shelter access to Hill's Shelter Web Portal (the "Portal"), which enables Shelter to retrieve a library of relevant information, such as articles, links to important organizations and other shelter resources. Additionally, it allows the Shelter to manage and monitor all food and promotional material orders, track Shelter monthly progress as well as conveniently submit adopter names and information and renew Shelter contracts; and (c) For the duration of the Agreement, grant Shelter a non-exclusive, limited, non-transferrable, revocable, non -royalty bearing license to use Hill's trademarks, logos, and other intellectual Page 1 of 13 CONFIDENTIAL property as may be required by Shelter to fulfill its promotional activities pursuant to Section 2, below. 2. Shelter's Obligations. Shelter hereby covenants and agrees that, in addition to any other obligation it has under this Agreement, it will, throughout the term of this Agreement: (a) Maintain its credentials and standards of care for Pets at all times during this Agreement, including without limitation to the following: (i) Maintaining in good standing, its status as a 501(c)(3) not-for-profit organization or as a governmental entity, and notify Hill's immediately of any actual or threatened revocation of that status; (ii) Housing all Pets in a safe, caring, clean and socially -enriched environment; (iii) Refraining from subjecting or exposing Pets to abusive or inhumane treatment; (iv) Educating Pet adopters about caring for Pets; and (v) Employing, or affiliating with, one or more veterinarians who can and do provide on- going healthcare for Pets. (b) Purchase In -Shelter Food for the purpose of exclusively feeding In -Shelter Food to Pets, as set forth in Section 4 and Appendix A of this Agreement; (c) Make good faith efforts to ensure that Shelter's employees and volunteers involved with the Pet adoption process, are trained to educate Pet adopters about Hill's' brands and products (including through the use of adopter script in Appendix D, and other instruction materials provided by Hill's from time to time). (d) Actively and exclusively displays and communicates Hill's Food, Shelter & LoveTm partnership, including without limit by the following: (i) Prominently displaying Hill's products and/or point-of-purchase materials; (ii) At time of adoption, promote the Shelter's exclusive feeding of In -Shelter Food to Pets, providing adopters with an Adopter Kit as specified in Appendix C, and any other communication assets as may be designated by Hill's from time to time. Shelter shall order and maintain, at no cost to Shelter, a sufficient inventory of Adopter Kits needed to fulfill its obligations hereunder. For the avoidance of doubt, Adopter Kits are to be used by Shelter for adoptions only, and any other use (including without limitation, resale or unauthorized diversion) is strictly prohibited and will constitute a material breach of this Agreement; (iii) Providing other communication assets to the public, as specified in Appendix D or, as may be designated by Hill's in writing from time to time; and (iv) On any website operated by or on behalf of Shelter, maintaining a landing page containing a display of the Science Diet logo with an active link to Hillspet.com; and Page 2 of 13 CONFIDEN PIAL (v) Not promoting, displaying, distributing, endorsing, or feeding any competitive brands and/or products of pet food; with the exception that Shelter may redistribute other brands of donated pet food products so long as such redistribution does not constitute direct or implied endorsement of such donated product. (e) Subject to compliance with the Data Privacy Policy contained in Appendix E, collect and provide Hill's with Pet adopter contact information (including name, address, phone and 75% of adopters' e-mail address), the adoption date, and the adopted Pet breed, date of birth, and name, in electronic format or such other format acceptable to Hill's; (� Provide Hill's with a right of first refusal for all pet food company sponsorship opportunities; (g) Provide Hill's with a delivery address of either a physical shelter with a business sign and posted operating hours, a veterinary clinic, or a pet -related business; and (h) Order and replenish In -Shelter Feeding and Adopter Kit materials through the Hill's Shelter portal. 3. Term and Termination. (a) This Agreement shall become effective upon the Effective Date, and shall remain in effect for one (1) year, at which time the Agreement shall automatically renew for a period of two (2) additional years unless performance criteria have not been met, or unless earlier terminated as provided herein. (b) This Agreement may be terminated at any time during the initial one-year trial period or two- year renewal period: (i) by either party, for any reason or no reason whatsoever, upon the delivery of thirty (30) calendar days' written notice to the other party; (ii) by either party, immediately upon written notice to the other party, if a party ceases doing business, becomes insolvent, makes a general assignment for the benefit of creditors, has a receiver appointed for its assets, or an order has been made for its "winding -up;" if the Shelter loses its status as a 501(c)(3) not-for-profit organization or governmental entity; or (iii) by Hill's, immediately upon written notice to Shelter, if (A) Shelter loses and/or fails to maintain its status as a 501(c)(3) not-for-profit organization or governmental entity; (B) Shelter breaches its material obligations (including, but not limited to, nonpayment or any obligations under Section 2); or (C) Shelter's account remains inactive for a minimum of three (3) months. (c) Upon the expiration or termination of this Agreement, Hill's shall cease providing the pet food products under Section 1, and the Shelter shall within thirty (30) days thereof pay any outstanding amounts owed to Hill's. Additionally, the Shelter shall return to Hill's or, at Hill's discretion, make available for pick up by Hill's or its designated agents, any Hill's promotional materials which Hill's had provided to the Shelter (including without limitation, any coupons, pet food trial bags, point-of-purchase materials and display racks). Page 3 of 13 CONFIDENTIAL 4. Sales and Payment Terms. (a) Hill's will invoice Shelter for In -Shelter Food at list prices that will be provided to Shelter from time to time. Upon receipt of invoice, Shelter shall remit payments to Hill's. (b) All list prices, and/or discount amounts listed in Appendix B are subject to change upon thirty (30) days written notice. (c) Nothing in this Agreement shall prohibit Shelter from purchasing Hill's products through Hill's normal sales channels. Shelter agrees such products are not purchased for resale and that such products will not be re -sold unless Shelter is an approved Hill's retailer. 5. Confidentiality. The Shelter agrees that, to the extent permitted by Texas law, it shall maintain in confidence and shall not disclose to any third party the terms of this Agreement without the prior written consent of Hill's. 6. Audit. Upon reasonable notice, to the extent and within the Shelter's normal business hours, Hill's shall have the right to audit and inspect the Shelter's facilities, books, documents, papers and records directly relating to Shelter's performance obligations under Sections 2 and 4, above. 7. Indemnification. Each party (as indemnitor) agrees to indemnify and hold the other party (as indemnitee) harmless against and from any and all losses, claims, damages or liabilities, joint or several, to which the indemnitee may become subject as the result of acts or omissions, by the indemnitor in connection with the performance of the indemnitor's duties under this Agreement or as the result of its material breach of any representation, warranty, covenant or agreement pertinent to this Agreement. This indemnity provision shall survive the termination of this Agreement. 8. Assi nom. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto, provided, however, neither party to this Agreement shall assign its interest or obligations herein, including, but not limited to, the assignment of any monies due and payable, without the prior written consent of the other party, which consent shall not be unreasonably withheld. 9. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Texas without regard to its principles governing conflicts of law. 10. Waiver. No failure by either party hereto at any time to require performance by the other party of any of the conditions, terms, or provisions of this Agreement shall in any way affect such party's right thereafter to enforce the same or any other condition, term or provision of this Agreement; nor shall any waiver by either party of any breach of this Agreement, or of any term, condition, or provision hereof, be taken as or held to be a waiver of any subsequent breach, or of the right to terminate this Agreement for any subsequent breach of the same or any other condition, term, or provision of this Agreement. 11. Entire Aareement. This Agreement embodies the entire agreement of the parties in relation to the subject matter hereof and supersedes all previous agreements, arrangements and understandings, verbal or otherwise, in relation thereto. There are no representations, either oral or written, upon which either party relies as an inducement to enter into this Agreement other than those set forth herein. Except as expressly provided herein, no change in, addition to, or deletion from any portion of this Agreement shall be valid or binding upon the parties unless it is declared expressly to be a modification of this Agreement and is approved as such in writing by each party. Page 4 of 13 CONFIDENTIAL 12. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and together shall constitute one and the same Agreement. 13. The parties agree to the terms of Exhibit A attached hereto and incorporated herein by reference. IN WITNESS WHEREOF, the duly -authorized representatives of the parties hereto- have executed this Agreement the day and year first above written. CITY OF LUBBO r1V By: Print Name: Xen C. Robertson Titlf [grill Un Print Name: ja • __T. ACKC /--- Title: C��& T��DyG7 / �AJN X -e - List of Appendices A - Hill's Terms and Conditions of Sale B - Applicable Discount for In -Shelter Food C - Adopter Kit Materials D - Materials Pursuant to Sections 2(c) and 2(d) E - Data Privacy Policy AT i ST: Rebe ca Garza, City Secretary APP )VED AS TO CONTENT: uincy White, s stant City Manager Page 5 of 13 APP D A U FORM: Chad Weaver, Assistant City Attorney CONFIDENTIAL APPENDIX A Hill's Terms and Conditions of Sale Orders. All orders for HILL'S SCIENCE DIET products accepted by HILL'S shall be subject to HILL'S terms and conditions as set forth in this Agreement. It is expressly understood and agreed by the Shelter that HILL'S shall have the right at its sole option to amend these terms and conditions from time to time, including without limitation, payment terms, shipping terms, pricing and discounts. HILL'S shall not be obligated to accept any order. In the event of partial shipment of an order, the order shall be accepted only to the extent of such shipment. Shipping Terms. The shipping terms for all SCIENCE DIET products ordered under this Agreement will be prepaid FOB origin of shipment which, for purposes of this Agreement, means that HILL'S shall prepay freight costs but that title and risk of loss shall pass from HILL'S to Shelter at the point the SCIENCE DIET products are loaded onto the common carrier at HILL'S plant or warehouse facility. Unless otherwise specified in this Agreement, shipping terns used in this Agreement shall have the meanings adopted by the International Chamber of Commerce in "INCOTERMS - 2010". Payment of Shipping and Handling. (a) Unless Shelter shall have secured prior written approval from HILL'S in Topeka, Kansas, of other terms of payment, payment shall be made by Shelter in U.S. dollars. (b) Terms of payment shall be determined at the sole discretion of HILL'S and will be communicated to the Shelter in writing. Shelter shall be eligible for payment terms of Net 30 Days from date of invoice, provided HILL'S receives and approves the following Shelter documents: (i) annual audited financial statements (within 90 days of fiscal year end); and (ii) quarterly internal financial statements (true and accurate profit and loss statement, balance sheet and cash flow statement) if available. Shelter must provide true and accurate annual financial information in order to remain on 30 -day terms. (c) Shelter's account with HILL'S must remain current at all times. Failure by Shelter to make payments when due may result in HILL'S denial of further shipments until Shelter's account is brought current. (d) A monthly charge of 1.5% or the highest allowable interest will be applied to any past due balance. A charge of $15.00 will be added to any dishonored check/instrument, in addition to any other charge permitted under the laws of the State of Kansas. Past due accounts are subject to HILL'S credit limits/restrictions. In the event litigation or collection action is commenced by HILL'S to enforce payment of any overdue balance on Shelter's account, Shelter shall be responsible for payment of all HILL'S legal fees, court costs, and other expenses incurred by HILL'S or their authorized agent in relation thereto. Damaged/Outdated Product. Shelter shall not, under any circumstances and regardless of whether or not Shelter is entitled to remedy from Hill's in accordance with Hill's limited warranty as set forth below, sell or transfer any damaged or out-of-date product without prior inspection and written consent of HILL'S. Product shall be considered to be damaged in any of the following circumstances: (i) for spoilage by fire, water or other such occurrence; (ii) if Shelter claims it is damaged and HILL'S approves such claim, or (iii) if it is considered by HILL'S to be in a condition which is inappropriate for sale. SCIENCE DIET products shall be considered out of date after the "Best Before" date stated on the packaging. In the event product becomes damaged or out-of-date, HILL'S reserves the right at its sole option to require Shelter either to dispose of such product in accordance with HILL'S instructions and to provide HILL'S with proof of such disposition or to return such product to a place to be designated by HILL'S at HILL'S expense. Limited Warranty of HILL'S (a) HILL'S warrants that all SCIENCE DIET products packaged in cans will remain merchantable for twenty-four (24) months from the date of manufacture as provided on such packaging. HILL'S warrants Page 6 of 13 CONFIDEN TIAL that all dry SCIENCE DIET products will remain merchantable for eighteen (18) months from the date of manufacture as provided on such packaging. The foregoing limited warranties do not extend to products which are not stored: (i) between 50-120 degrees Fahrenheit at all times after shipment by HILL'S; (ii) in a commercially reasonable manner; (iii) in an appropriate insect and rodent controlled environment, or (iv) in damage -free packaging, except to extent the packaging was damaged before shipment by HILL'S, or in the event packaging is otherwise damaged by tire, flood, storm, earthquake or other such occurrence following shipment of the product by Hill's to Shelter. (b) HILL'S liability for any loss or damage arising out of or in connection with the sale or use of SCIENCE DIET products shall be limited to replacement of any defective products and in no event shall HILL'S be liable for consequential, special, indirect or other damages resulting from commercial loss. (c) Claims for loss or damage arising out of or connected with the sale or use of SCIENCE DIET products must be submitted in accordance with HILL'S published bulletins regarding such claims. These bulletins, as amended from time to time, will be furnished to Shelter by HILL'S. LIMITATION OF LIABILITY THE FOREGOING LIMITED WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE FOREGOING LIMITED WARRANTIES ARE LIMITED TO DEFECTS SOLELY ATTRIBUTABLE TO HILL'S. AND IN NO EVENT WILL HILL'S BE LIABLE FOR CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES IN ANY ACTION, EVEN IF HILL'S HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Page 7 of 13 CONFIDENTIAL APPENDIX B Applicable Discount for In -Shelter Food SKU SKU Description Lbs Discount ofLatest List Price 2092 SD Kitten Healthy Growth 35.00 33.00% 6801 SD Feline Adult OC Professional Pack 20.00 33.00% 2091 SD Puppy Healthy Growth 40.00 23.00% 6735 SD Canine Adult AF Professional Pack 1 40.00 1 23.00 Page 8 of 13 CONFIDENTIAL APPENDIX C Adopter Kit Materials Adopter kit will consist of.- - f:- I Hill's Pet Nutrition adopter coupon - New Pet Parent website content o A digital Best Friend Guide available o Additional Hill's Pet Nutrition digital coupons Page 9 of 13 CONFIDENTIAL APPENDIX D Materials Pursuant to Sections 2(c) and 2(d) HILL'S RESERVES THE RIGHT TO AMEND OR SUBSTITUTE THESE MATERIALS DURING THE TERM OF THE AGREEMENT. A. ADOPTION SCRIPT During the adoption process, shelter staff will communicate and provide the following Hill's Food, Shelter & LovJm program components to the new pet parent: 1 — All pets in the shelter are fed Hill's Science Diet 2 — Benefits of choosing Science Diet for their newly adopted pet 3 — Science Diet coupon 4 — Hill's Pet Parent portal and its benefits Here is a tentative adoption script: • "At 'shelter name', we're proud to be part of the Hill's Food, Shelter & Lovei"1 program and we feed all our pets Hill's Science Diet We suggest that you continue feeding "Pet's name " Hill's Science Diet: — Continuity and consistency offood helps avoid the stress of switching — While feeding Science Diet, you are offering "Pet's name": • vets' #1 Choice to feed their own pets • Clinically Proven Benefits • Superior Nutrition with visible Results • Precisely Balanced Nutrition for every Lifestage and special need • Natural ingredients, No artificial colors, flavors or preservatives • Made in Hill's USA facilities (dryfoods) — Here is a transition coupon for "Pet's Name ". We also suggest that you visit Hill's New Pet Parent website. You can get: — your Best Friend Guide — idents the best product for "Pet's Name " — and benefitfrom additional coupons worth more than $20 When you choose Hill's Science Diet, you help our shelter and the Hill's Food Shelter & LoveTm program! Thank you. " Page 10 of 13 CONFIDENTIAL B. QUARTERLY COMMUNICATIONS Period Facebook Picture Facebook Post Twitter Feed Quarter 1 • Title: Hill's Food, Shelter & Love TM program Hill's A We're proud to feed Hill's® Science DietTM donates food for our homeless pets 365 Food, Content: days a year. We're proud to feed Hill's® Shelter & FOODI SHELTER Hill's Food Shelter &LoveTM program Science DietTMl Love LOVE' donates food for our homeless pets 365 days a year. This provides precisely balanced nutrition that helps these pets find their way to happier, healthier lives. We're proud to feed Hill's® Science DietTMl Quarter 2 =- r •Title: Do you believe in love at first sight? Ninja Follow Ninja's story Watch Ninja's story at Story • Content: www.YouTube.com/HiIlsFoodShelterLove. Do you believe in love at first sight? We are proud to feed Hill's Science DietTMl A homeless dog made a believer out of Annika. Watch their story at www.YouTube.com/HiIlsFoodShelterLove. Discover why the sky's the limit when you start with Food, Shelter & LoveTM. We are proud to feed Hill's Science Dietl Quarter 3 •Title: Discover what makes Sara an older cat's Pewter Discover Pewter's story best friend. Watch Sara's story at Story • Content: www'YouTube.com/HiIlsFoodShelterLove. _ What does beauty look like? Sara sees it in tTM! We are proud to feed Hill's Science Die the wisdom and grace of older cats. That's what makes her love of "Pewter" and "Socks" so special. Watch Sara's story at R11W www.YouTube.com/HillsFoodSheiterLove and discover what makes her an older cat's best friend. We are proud to feed Hill's Science Dietl Quarter 4 • Title: See how the Hill's Food, Shelter & Love" Woofie Watch Woofie's story program helped Woofie, a dog at a pet Story • Content: shelter, find a new home. Watch her story In this dog adoption story, Woofie finds a at new family where she can run, jump and www.YouTube.com/HiIlsFoodShelterLove. play every day. Watch her story at We are proud to feed Hill's Science Dietl U a www.YouTube.com/HiiIsFoodSheIterLove. We are proud to feed Hill's Science Dietl Following communications will be posted in the Shelter Digital Toolkit section of the Hill's Food, Shelter & LoveTM portal. Page 1 I of 13 CONFIDENTIAL APPENDIX E Data Privacy Policy • Data Submission Frequency — Files with pet adopter contact information will be submitted on a quarterly basis, 1" Friday of each quarter. • Privacy policy related to emails submitted by shelters: — Adopter opted out — No communication will be sent to him/her in any circumstance — Adopter opted in — A "Welcome to Hill's!" email & regular Hill's Pet Nutrition newsletters will be sent to him/her — Adopter neither opted in nor opted out - One "Thank you for adopting!" communication will be sent to him/her. The adopter can decide to opt -in and receive further communications from Hill's. • Privacy Policy listed in Hill's consumer emails footer: — "Privacy Notice: Hill's Pet Nutrition values you and your pet's privacy. We do not rent, sell or give away your e-mail address and will only contact you if you give us permission to do so." — The latest version of this Privacy Notice can be checked at • http://www.hiIlsl2et.com/legal-statement-and-privacy_policy html • "Welcome to Hill's!" email example LielllaCltem stn ..s IUD Ar �� wr.. rO�rlMrwrr TI Hoo DOM. .. . Y/NC0111• tOlil'�I OIc•.r t+rdr mO Wre ..wleu►� rse +. r eAA N tn.11t W"—we— ­p •Fr.'r.•N..Mv p fM.1'.C.ts.ffiAGt3`.'7 W .w...rtlwMY b IV f� Nl W M Mr r ypr..al "Le"ion CMDF Chat aMew ar« .O.w..v:r�.«�r www.•w.a �0� r.•„-..rta–wr..aew r.w.nw vtao a..oar A`�r W^I•wa .~ir .a.F�.rr r.«.«t•. Wurr. .•rww I.•bY M 1«.1 Nn SFA .tL!t..Lf51�it � aJ' m.rw. awawlb rr« VETS "CHOICE FOR THEIR CMN PETS w.a«,w rH Thi �w✓M r . rp Page 12 of 13 CONFIDENTIAL • "Thank you for adopting!" email example aans� - F.arl1 a,� •... a� INb6MlY. Thank you fw adopdV Coaaraloaaonr M )wr naw pot Updab Your WdISPfteern Profit* uHw•rwMYrra r. e.eaw.raae..s leLl(ttpa[^'"�^....;.�aanc...awe .. •t a9enr .»+rw .an aar b.b.p cw N. uem rr..w.aesrrew. bbrW w.n.+b r..me•rer Taa "fthe. arf fY b i.MVN Wrb M.Y.aW VETS'01 CHOICE FOR THEIR OWN PETS' IM�w YI P.Jw .J wrP..M/��.� 1►r•W.. �V N�� rM Pv A..•�ra. Y Y.1 {::'7rVr1.^Nafa .l•s• N'na.-wN.Mhl Msee- aNati r•'a^acv.+,-.r1. Ry ref. Mtisa. we 7� •o w ua • The latest versions of the "Welcome to Hill's!" & "Thank you for adopting!" emails are available on the shelter portal Page 13 of 13 Exhibit A A. Non -Arbitration The City reserves the right to exercise any right or remedy available to it by law, contract, equity, or otherwise, including without limitation, the right to seek any and all forms of relief in a court of competent jurisdiction. Further, the City shall not be subject to any arbitration process prior to exercising its unrestricted right to seek judicial remedy. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. To the extent of any conflict between this provision and another provision in, or related to, this document, this provision shall control. B. The City Right to Audit At any time during the term of the contract, or thereafter, the City, or a duly authorized audit representative of the City or the State of Texas, at its expense and at reasonable times, reserves the right to audit Contractor's records and books relevant to all services provided to the City under this Contract. In the event such an audit by the City reveals any errors or overpayments by the City, Contractor shall refund the City the full amount of such overpayments within thirty (30) days of such audit findings, or the City, at its option, reserves the right to deduct such amounts owing the City from any payments due Contractor.