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HomeMy WebLinkAboutResolution - 2007-R0422 - Contract - Dailey & Wells Communications Inc.- Radio Shop Parts And Equipment - 09/13/2007Resolution No. 2007-80422 September 13, 2007 Item No. 5.26 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the City Council of the City of Lubbock hereby authorizes and directs the Mayor of the City of Lubbock to execute a Contract by and between the City of Lubbock and Dailey & Wells Communications, Inc., of San Antonio, Texas, for radio shop parts and equipment per bid 07 -070 -MA, which Contract and any associated documents, are attached hereto and made a part of this Resolution for all intents and purposes. Passed by the City Council this 13th day of September , 2007. DAVID A. MILLER, MAYOR ATTEST: Reb cca Garza, Ci Secret APPROVED AS TO CONTENT: Mark earw d Assis ant City Manager/Chief Information Officer I Vandiw,dr, Attorne f ounsel DDres/Dai ley& Wells-RadioParts07ConRes September 6, 2007 Resolution No. 2007-RO422 STATE OF TEXAS COUNTY OF LUBBOCK RADIO SHOP PARTS AND EQUIPMENT CONTRACT This contract for radio shop parts and equipment, effective as of September 13, 2007, is by and between the City of Lubbock, a municipal corporation, Dailey and Wells Communication, Inc. WITNESSETH WHEREAS, the City requires a contractor to provide radio shop parts and equipment for the City of Lubbock on an "as needed" basis; and WHEREAS, the Contractor is an authorized MIA -COM dealer and WHEREAS, the City desires to contract with Contractor provide to radio shop parts and equipment and; and NOW THEREFORE, for and in consideration of the terms, covenants and conditions set forth in this contract, the city and the Contract hereby agree as follows: ARTICLE TERM The contract shall be for a term of two (2) years firm pricing, said date of term beginning upon City Council date of formal approval. Upon mutual agreement between the City and the Contractor, the Contract may be extended annually for up to three additional one year terms under the same terms and conditions otherwise herein stated. ARTICLE II COMPENSATION Contractor shall be paid in accordance with Exhibit A, attached hereto. ARTICLE III TERMINATION A. General. City may terminate this contract, for any reason, upon Thirty (30) days notice to Contractor in accordance with Article XII of this Contract. B. Termination and remedies. In the event the Contract breaches any term and/or provision of this Contract the City shall be entitled to exercise any right or remedy available to it at Radio Shop Parts and Equipment law or equity, including without limitation, immediate termination of this Contract and assertion of action for damages and/or injunctive relief. The exercise of any right or remedy shall not preclude the concurrent or subsequent exercise of any other right or remedy and all other rights and remedies shall be cumulative. ARTICLE IV REPRESENTATIONS AND WARRANTIES A Existence. Contractor is a corporation duly organized, validly existing, and in good standing with the State of Texas. B. Corporate Power. Contractor has the corporate power to enter into and perform this Contract and all other activities contemplated hereby. C. Authorization. Execution, delivery, and performance of this Contract and the activities contemplated hereby have been duly and validly authorized by all the requisite corporate action on the part of the Contractor. This Contract constitutes legal, valid, and binding obligations of the Contractor and is enforceable in accordance with the terms thereof. ARTICLE V SCOPE OF WORK A. General. Contract shall provide radio shop parts and equipment services for the City of Lubbock on and "as needed basis". B. Equipment must work with the City's EDACS 800 MHz Trunked Radio System. C. The equipment shall have a minimum of one year warranty for parts and labor. D. Contractor shall guarantee the availability of all parts and equipment required maintaining operations of the system for at least five (5) years. ARTICLE VI INDEMNITY Contractor shall indemnify, defend, keep and save harmless the City, its agents, officials and employees, against all injuries, deaths, loss, damages, claims, patent claims, suits, liabilities, judgments, costs and expenses, which may in anywise arise or accrue against the City 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 Contractor or its employees, or of the subcontractor or assignee or its employees, if any, and the Contractor shall, at his own expense, appear, defend and pay all charges of attorneys and all cost and other Radio Shop Parts and Equipment 2 expenses arising therefrom or incurred in connection therewith, and, if any judgment shall be rendered against the City in any such action, the Contractor shall, at its own expenses, satisfy discharge the same. Contractor expressly understands and agrees that any bond required by this Contract, or otherwise provided by Contractor, shall in no way limit the responsibility to indemnify keep and save harmless and defend the City as herein provided. ARTICLE VIII INDEPENDENT CONTRACTOR STATUS Contractor and City agree that Contractor shall perform the duties under this Contract as an independent contractor. The Contractor has the sole discretion to determine the manner in which the services are to be performed. ARTICLE IX EMPLOYMENT OF AGENTS Contractor may employ or retain agents, consultants, contractors, or third parties, to perform certain duties of Contractor under this Contract provided that Contractor is in no event relieved of any obligation under this Contract. Any such agent, contractors, or third parties retained and/or employed by and Contractor and naming said third parties as additional insured, insurance as described in Article VI Insurance of this Contract. ARTICLE X COMPLIANCE WITH APPLICABLE LAWS Contractor shall comply with all applicable federal, state and local laws, statues, ordinances, rules and regulations relating, in any way, manner or form, to the activities under this Contract, and any amendments thereto. ARTICLE XI CONFIDENTIALITY Contractor shall retain all information received from or concerning the City and the City's business in strictest confidence and shall not reveal such information to third parties without prior written consent of the City, unless otherwise required by law. ARTICLE XII NOTICE A. General. Whenever notice from Contractor to City or City to Contractor is required or permitted by this Contract and no other method of notice is provided, such notice shall Radio Shop Parts and Equipment given by (1) actual delivery of the written notice to the other party by hand, (2) facsimile, or other reasonable means (in which case such notice shall be effective upon delivery), or (3) by depositing the written notice in the United States mail, properly addressed to the other party at the address provided in this article, registered or certified mail, return receipt requested, in which case such notice shall be effective in the third business day after such notice is so deposited. B. Contractor's Address. Contractor's address and numbers for the purpose placing an order: Attn: Richard Kirian Director, New Mexico and West Texas Region Dailey -Wells Communication, Inc. 801 Piedra Vista NE or Attn: Jim Sawyer Director of Corporate Sales Dailey -Wells Communication, Inc. 3440 E. Houston St. San Antonio, TX 78219 Telephone: (210) 893-6701 Facsimile: (210) 893-6702 E-mail: jsawyeraDWComm.com All Purchase Orders Should be addressed to: Order Department Dailey -Wells Communications, Inc. 3440 E. Houston St. San Antonio, Texas 78219 All Receivables Accounts Receivables Dailey -Wells Communications, Inc. 3440 E. Houston St. San Antonio, Texas 78219 Radio Shop Parts and Equipment 4 Albuquerque, New Mexico 86123 Telephone: (505) 453-2029 Facsimile: (505) 292-1943 Toll Free: (888),311-9832 E-mail: rkirian@DWComm.com or Attn: Jim Sawyer Director of Corporate Sales Dailey -Wells Communication, Inc. 3440 E. Houston St. San Antonio, TX 78219 Telephone: (210) 893-6701 Facsimile: (210) 893-6702 E-mail: jsawyeraDWComm.com All Purchase Orders Should be addressed to: Order Department Dailey -Wells Communications, Inc. 3440 E. Houston St. San Antonio, Texas 78219 All Receivables Accounts Receivables Dailey -Wells Communications, Inc. 3440 E. Houston St. San Antonio, Texas 78219 Radio Shop Parts and Equipment 4 ARTICLE XIII MISCELLANEOUS A. Captions. The captions for the articles and sections in this Contract are inserted in this Contract strictly for the parties' convenience in identifying the provisions to this Contract and shall not be given any effect in construing this Contract. B. Audit. Contractor shall provide access to its corporate books and records to the City. The City may audit, at its expense and during normal business hours, Contractor's books and records with respect to this Contract between the Contractor and City. C. Records. Contractor shall maintain records that are necessary to Substantiate and services provided by the Contractor. D. Assignability. This Agreement may not be assigned by either party without the written consent of the other parry. E. Successor and Assigns. This Contract binds and inures to the benefit of the City, Contractor, and their respective successors, legal representatives, and assigns. B. Construction and Venue. THIS CONTRACT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. THE PARITES HERETO HEREBY IRREVOCABLY CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE COURTS OF THE STATE OF TEXAS, COUNTY OF LUBBOCK, FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS CONTRACT OR THE ACTIONS THAT ARE CONTEMPLATED HEREBY. C. Severability. If any provision of this Contract is ever held to be invalid or ineffective by any court of competent jurisdiction with respect to any person or circumstances, the remainder of this Contract and the application of such provision to persons and/or circumstances other than those with respect to which it Is held invalid or ineffective shall not be effected thereby. D. Amendment. No amendment, modification, or alteration of the terms of this Contract shall be binding unless such amendment modification or alteration is in writing, dated subsequent to this Contract, and duly executed by the Contractor and City. I. Entire Agreement. This Contract, including Exhibit A hereto, contains the Entire Contract between the City and Contractor, and there are no other written or oral promises, conditions, warranties, or representations relating to or affecting the matters contemplated herein. Radio Shop Parts and Equipment 5 EXECUTED as of the Effective Date Hereof. CITY OF LUBBOCK ONTRACTOR David A. Miller ,Mayor prized Representative ATTEST: ,,>A 1 Q=L\i f' N i) �,�. Gd w, V -v N I J N f Address 7 4%► o 1t, gco rr%o S T r ebecca Garza, Cit ecretary APPROVED AS TO CONTENT: MarIFYea,m6ld, Assistant City Manager/Chief Information Officer APPROVETO FORM: Assistant it nAttorne Y Radio Shop Parts and Equipment 6 Resolution No. 2007-84422 EXHIBIT A PRICING The City of Lubbock will received the Manufacturer Standard Retail Price (MSRP) less a fixed discount for System/Network equipment, Repeater, Console Equipment and user/terminal equipment as outlined below. The discount is based on the Equipment Class Code listed below and can be found left of the part number listed. System/Network Equipment: Category includes IMC, System Management, and Networking Systems. Equipment Class Code Discount C 25% N 25% P 25% `l 25% REPEATERS & C3 Maestro Dispatch Console: Equipment Class Code Discount C 25% N 25% P 25% V 25% User/Terminal Equipment: Equipment Class Code Discount C 25% N 25% P 25% V 10% Radio Shop Parts and Equipment 7 TO: U1 r T OF LUBBOCK R C H A S E ORDER DAILEY WELLS COMMUNICATIONS INC 3440 E HOUSTON ST SAN ANTONIO TX 78219 INVOICE TO. CITY OF LUBB= ACCOUNTS PAYABLE P.O. BOX 2000 LUBBOCV- TX 79457 Resolution No. 2007-RO422 Page - 1 Date 10/08/07 Order No. 318477 000 OP Brn/Plt 2241 SHIP TO: CITY OF LUBBOCK RADIO REPAIR SHOP 1915 TEXAS AVENUE ATTN: JACK MORRISON LUBBOCK TX 79411 BY: ------------------------------------- Ordered 09/27/07 Freight FOB Destination Frt Prepaid Requested 09/27/07 Taken By FELIX ORTA Delivery PER J. MORRISON REQ# 29256 RFP# 07 -070 -MA Description / Supplier Ite SX8JTX STATION,MASTR-E NET SXAP3K INSTRUCT, RACKUP SXMD5G MODEM/FTMIC MO/E SIM SXMRID 86 IN RACK SXCN5U SITEPRO/W SIM SYSPNL MASX-NDF2Q 24PORT ETHERNET HUB SXPS9R 120V TO 12/24V DC PS SXMN2D HRDWR MTG KIT SXCNIZ 120V AC OUTLET STRIP SXCL3N SITEPRO CNTR SHELF CA. SXCLIA SITEPRO STA.#1 CA KT SXTS5B SITEPRO INSRT/EXTTL SXMSIA POWER SENSOR SXCP5A GETC DOWNLINK KIT SXCD7S INTCON CA.5FT 25PAIR SX8JTX MASTR E -NET STAT100W SXAP3K INSTRUCT SXMD5G MODEM/FTMIC MODULE SXPS9R 120V TO 12/24V DC PS SXMN2D MTG HDWARE SXCL3N SITEPRO CNTR SHLF CA SXCLIB SITEPRO STAT#2 CA.KT SXMSIA POWER SENS SX8JTX MASTR E -NET STAT SXAP3K SITEPRO INSTRUCTION SXMD5G MODEM/FTMIC MODULE Ordered UM Unit Cost UM Extension Req. Dt - -- - 1.000 -- EA ----------- 11,898.7500 -- EA 11,898.75 11/05/07 1.000 EA .0400 EA .04 11/05/07 1.000 EA 907.5000 EA 907.50 11/05/07 1.000 EA 787.5000 EA 787.50 11/05/07 1.000 EA 528.7500 EA 528.75 11/05/07 1.000 EA 360.0000 EA 360.00 11/05/07 1.000 EA 637.5000 EA 637.50 11/05/07 1.000 EA 26.2500 EA 26.25 11/05/07 1.000 EA 108.7500 EA 108.75 11/05/07 1.000 EA 64.5000 EA 64.50 11/05/07 1.000 EA 78.7500 EA 78.75 11/05/07 1.000 EA 45.0000 EA 45.00 11/05/07 1.000 EA 247.5000 EA 247.50 11/05/07 1.000 EA 1,713.7500 EA 1,713.75 11/05/07 2.000 EA 64.5000 EA 129.00 11/05/07 1.000 EA 11,898.7500 EA 11,898.75 11/05/07 1.000 EA .0400 EA .04 11/05/07 1.000 EA 907.5000 EA 907.50 11/05/07 1.000 EA 637.5000 EA 637.50 11/05/07 1.000 EA 26.2500 EA 26.25 11/05/07 1.000 EA 64.5000 EA 64.50 11/05/07 1.000 EA 78.7500 EA 78.75 11/05/07 1.000 EA 247.5000 EA 247.50 11/05/07 1.000 EA 11,898.7500 EA 11,898.75 11/05/07 1.000 EA .0400 EA .04 11/05/07 1.000 EA 907.5000 EA 907.50 11/05/07 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 a"ordarice with good commercial practice. Each shipping container shall be clearly and permanently marked as follows (a) Seller's name and address, (b) Consignee's name, address and purchase order or purchase release number and the supply agreement number if applicable, (c) Container number and total number of containers, e.g. box I of 4 boxes, and Id) the number of the container bearing. the packing slip. Seller shall beer cost of packaging unless otherwise provided Goads shall he suitably packed to secure lowest transportation costs and to conform with requirements of common carriers andany applicable specifications. Buyer's count or weight shall be final and conclusive on shipments not accompanied by pecking lists. 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 loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods at the point or points of delivery. 4, NO REPLACEMENT OF DEFECTIVE TENDER, Every tender of delivery of goods most fully comply with all provisions of this contract as to time of delivery, quality and the like. If* tender 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 non yet expired, the Seller may reasonably notify Buyer of his intention to core and may then make a conforming tender within the contract time but not afterward. 5. INVOICES h 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 i f applicable. invoices shall he itemized and rmmportuion charges, if any, shall be listed sepamWy. 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 notbe due until the above instruments are submitted after delivery. 6. GRATUITIES. The Buyer may, by written notice to the Seller, cancel this contract without liabil ity to Seller if it is determined by Buyer that gratuities, in the form of entertainment, gifts tar otherwise, were offered or given by the Seller, or any agent or representative of the Seller, to any officer or employee of the City of Lubbock with a view to securing a contract or securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performing of such a contract. In the event this contract is canceled by Buyer pursuant to this provision, Buyer shall be entitled in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by Seller in providing stash gratuities 7. SPECIAL TOOLS h TEST EQUIPMENT. If the price stated on the face hereof includes the cost of any special tooling or special test equipment fabricated or required by Seller for the purpose of filling this order, suchspecial 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. g. WARRANTY -PRICE. a. The price to be paid by the Buyer shall be that crontained in Seller's bid which Seller warrants to be no higher than Seller's current process on orders by others for products of the kind and specification covered by this agreement for similar quantities under similar of like conditions and methods of purchase. In the event Seller breaches this warranty, the prices of the items shall be reduced to the Seller's current prices an orders by mhers, or in the alternative. Buyer may cancel this contract without liability to Seller for breach or Sella'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 forcommission, percentage, brokerage, or contingent fee excepting bona fide employees of boron fide established commercial or sealing agencies maintained by the Seller far the purpose of securing business. For breach of viciation 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 wi [hour liability andto deduct fiom the contract price, or otherwise recover the full amount of such commisaim, pencentage, brokerage or contingent fee. 9. WARRANTY- PRODUCT. Seller shall we limit or exclude any implied warranties and any ancmptt to do so shall render this contract voidable at the option of rhe Buyer. Seller warrants that the goods rbmished 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 ofit conflict Or between the specifications, drawings, and descriptions, the speciftcutaa shall govern, Notwithstanding any provisions contained in the contractual agrmnmM the Seller represents and warrants fault -free performance and fault -free result in the processing elate and date nelated data { including, but not limited to calculating, compering and sequencing) of all hardware, software and Firmware products delivered and services prov ided under this Contract, individually or in combination, As the case may be from the effective daft of this Contract, Alert, the Seller warrants the year21100 catculahons will be recognized.md Accommodated and will not, rn any way, result in hardware, surtwore or firmware failure. The City of Lubbock, az its ,tale option, may require the Sel la, n any gime, to demonstrate the procedures it intends to follow in order to comply with all the ublegations contained herein. The obligations contained herein apply to products std 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 tare obligatioms contained herein, may result in the City of Lubbock availing itself of any of its rights under the Paw and under this Contract including, but not limited to, its right pertaining to termination or default. The warannes contained herein are separate and discrete from any other warranties specified in this Contract, and act riot 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. M. SAFETY WARRANTY. Seller warrants that the product sold to rhe Buyer shall conform to the smndw& 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 Sella agrees to ascertain whether goods manufactured in accordance with the Specifications attached to this agreement will give rise to the rightful claim of any third person by way of infringementof the like. Buyer makes no warranty that the production of goods according to the specification will riot give rise to such a claim, and in no event shall Buyer be liable to Seller for indemnification in die evert that Sella is sued on the grounds of infringement of the like. If Seller is of the opinion that an infringement or the like will result he will notify the Buyer to this effect in writing within two weeks after the signing of this agreement. If Buyer does out receive notice andis subsequtndy held liable for the infringement or the like, Seller will save Buyer harmless. If Seiler 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 shalt have the right to inspect the goods at delivery before accepting than. 13. CANCELLATION. Buyer shalt have the right to cancel for default ail or any pat of the undelivered portion of this order if Seller breaches any of the terms hereof including warranties of Seller or if the Seller becomes insolvent or commits acts of banlrruptcy. Such ri ght 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 perimmancc of work under this order may be terminated in whole, or in part by the Buyer in accordance with this provision. Termination of work hereunder Shall be effected by the delivery of Hee Seiler of a "Notice of Tanniturion" specifying the extent to which performance of work under Hee 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. 15. FORCE MA7EURE. Neither party shall be held responsible for losses, resulting if the fuiriument orany 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 patty is unable to prevent. 16. ASSIGNMENT -DELEGATION. No right or interest in this contract shall be assigned or dcicgsdon of any obligation nude by Seller withoutthe written permission of the Buyer, Any amcmped 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 input 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 Hee aggrieved party. 18. INTERPRETATION -PAROLE EVIDENCE. This writing, plus any specifications for bids and performance provided by Buyer in its advertisement for bids, and any other ofocumairs provided by Seller as. part of his bio 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 ten defined by the Uniform Commercial Code is used in this agreement, the definition, contained in the Code is to control. 19. APPLICABLE LAW. This agreantent shall be governed by the Uniform Commercial Code. Where ever the lam "Uniform Commercial Code" is used, it shall be construed as meaning the Uniform Commercial Code as adopted in the State of Texas as effective and in force on rhe date of this agneemeeat. 20. RIGHT TO ASSURANCE. Whenever one party to this contract in good faith has reason to question the other parry's intent to perform he may demand that the other parry give written assurance of his intent to perform. In the event that a demand is made and no assurance is given within rive (5) days, the demanding party may treat this failure As an anticipatory repudiation of the contact 21. INDEMNIFICATION. Sella shall indemnify, keep and save harmless the Buyer, its agents, officials and employees, against sit injuries, deaths, loss, damages, clams, patent claims, suits, liabilities, judgments, costs and expenses, which may in anywise accrue against rhe Buyer in consequence of the granting of this Contract or which may anywise result therefrom, whether of not it shall be alleged or determined that the act was caused tltmugh negligence or omission of the Seller or its employees, or of the subSeller or assignee or its employees, if any, And the Seller shalt, Y his own expense, appear, defend and pay all charges of attorneys and all costs and other expenses arising therefrom of uncurted 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 bund required by this contrn:t or otherwise provided by Seller, shall in no way limit the responsibility to indemnify, keep and save harmless and defend rhe 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 meel 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 thisinvitation and will not be discriminated against on the grounds of race, color, sex or natural origin in consideration for an award Rev, 08/2005 ♦ � Y O 1 � ■ U R C H A S E T0: DAILEY WELLS COMMUNICATIONS INC 3440 E HOUSTON ST SAN ANTONIO TX 78219 INVOICE TO: CITY OF LUBBOCK ACCOUNTS PAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 cr f T OF LUBBOCK ORDER Page - 2 Date 10/08/07 Order No. - 318477 000 OP Brn/Plt 2241 SNIP T0: CITY OF LUBBOCK RADIO REPAIR SHOP 1915 TEXAS AVENUE ATTN: JACK MORRISON LUBBOCK TX 79411 BY: Ordered 09/27/07 Freight - FOB Destination Frt Prepaid Requested - 09/27/07 Taken By FELIX ORTA Delivery PER J. MORRISON REQ# 29256 RFP## 07 -070 -MA Description / Supplier Ite SXPS9R 120V TO 12/24V DC PS SXMN2D MTG HDWR KIT SXCNIZ 120V POWER STRIP SXCL3N SITEPRO CNTR SHLF CA SXCLIC SITEP'RO STAT3&4CA.KT SXMSIA POWER SENS SASIMI CNT UNIT SIM FORMASIII SASP9J M7100 RADIO HANDLING MASA-NPS9V 120V - 12V DC PS SAMF5W SURECALL SHELF KIT SACJ7A 120V POWER CA SAMN7W MODEM/UAS PS SHELF KIT SADE9J SITE SENTRY ALM & CONT SACN5K SITE SENTRY INTERF PNL SAPS98 120V SITE SENTRY PS SACJ7F CA. 25PR RIBBON SACD5T DATA CA. SACJIB M7100 TU CA. MAHG-S8MXX M7100IP MAHG-EC1F PRGM SET TX PWR MAHG-SP9H SEND RADIO - STAT MAHG-TU FEATURE SET TEST UNIT MAHG-CP7V CNTR UNT FRNT MT Ordered UM Unit Cost UM Extension Req. Dt 1.000 EA 637.5000 EA 637.50 11/05/07 1.000 EA 26.2500 EA 26.25 11/05/07 1.000 EA 108.7500 EA 108.75 11/05/07 1.000 EA 64.5000 EA 64.50 11/05/07 1.000 EA 78.7500 EA 78.75 11/05/07 1.000 EA 247.5000 EA 247.50 11/05/07 1.000 EA 10,991.2500 EA 10,991.25 11/05/07 1.000 EA .0400 EA .04 11/05/07 1.000 EA 637.5000 EA 637.50 11/05/07 1.000 EA 753.7500 EA 753.75 11/05/07 1.000 EA 34.5000 EA 34.50 11/05/07 1.000 EA 183.7500 EA 183.75 11/05/07 1.000 EA 6,026.2500 EA 6,026.25 11/05/07 1.000 EA 453.7500 EA 453.75 11/05/07 1.000 EA 303.7500 EA 303.75 11/05/07 4.000 EA 60.7500 EA 243.00 11/05/07 1.000 EA 116.2500 EA 116.25 11/05/07 1.000 EA 172.5000 EA 172.50 11/05/07 1.000 EA 1,218.7500 EA 1,218.75 11/05/07 1.000 EA .0100 EA .01 11/05/07 1.000 EA .0400 EA .04 11/05/07 1.000 EA 1,383.7500 EA 1,383.75 11/05/07 1.000 EA 487.5000 EA 487.50 11/05/07 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 goads in accordance with goad commenial 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 euntainen. e.g. box I of -I boxes, and (d) the number of the container hearing the packing slip. Sell" shall bear cost of packaging unless otherwise provided. Goads shall be suitably packed to secure lowest transportation costs and to conform with requitements of common carriers and any applicable specifications. Buyer's count or weightshall be final and conclusive on shipments not accompanied by packing lists. 2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not authorized to ship the goods under reservation and no tender of ■ hill of lading will operate as a tender of goods. 3. TiTLE AND RISK OF LOSS. The title and risk of loss of the goods shall rte pus to Buyer until Buyer actually receives and takes possession of the gods 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 e 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 expire!, the Seller may reasonably notify Buyer of his intention to core and may then make a conforming tender within the contract time but not afterward. S- INVOICES Ott 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 invotce. Mail To: Accounts Payable, City of Lubbock. P. O. Box 2000, Lubbock Texas 79457. Payment shall not be due until the above instruments are submitted after delivery. 6. GRATUITIES. The Buyer may, by written notice to the Seller, cancel this contract without liability to Seller if it is determined by Buyer that gratuities, in the form of entertainment, gifts or Otherwise, were offered or given by the Seller, or arty agent or representative of the Seiler, 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, ar 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 [he amount of the cost incurred by Seller in providing such gratuities. 7, SPECIAL TOOLS & TEST EQUIPMENT. If the ptice smell m the face hereof includes the coat of any specid tooling or special test equipment fabricated or required by Seller for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the Buyer and to the extent feasible shall be identified by the Seller u such. S. WARRANTY -PRICE.. a. The price to be paid by the Buyer shall be that contained in Seller's bid which Seller warrants to be no higher than Seller's current process un 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 careens prices on orders by others, or in the alternative. Buyer may cancel this centrad without liability to Seller for breach or Seller's actual expense. b. The Seller warrants that no parson or selling agency has been employed or retained to solicit OF secure this contract upon an agreement or understanding rot commissims. percentage, brokerage, or contingent fee excepting bona ride employees of bona fide established commercialor selling agmcin maintained by the Seller for the paapase of saving business. For breach of vitiation of this warranty the Buyer shill have the right in addition to any other right of rights to cancel this eusursa without liability and to deduct Prom the contract price, or otherwise recover without liability and to deduct from the contract price, or otherwise recover the full amomnt 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 listedin the bid invitation, and to the sample(s) furnished by the Seller, if any. In rhe event ofa conflict our between the specificatiaro, drawings, and descriptions, the specifications shall govern. Notwithstanding any provisions contained in the contractual agreement, the Seller represents and warrants faun -free performance and fault -free result in the processing date and date related dabs {including, but not limited to calculating, comparing and sequencing) of all hardware, suftware and Firmware products delivered and smites provided under this Contract, individually or in combinslion, as the case may be from the effective data of this Contract. Also, the Seller warrants the year2000 calculations will be recognized and Accommodated and well not. in any way, result in hardware, software or fimnware fadure. The City of Lubbock, at its sale option, may require the Seller, at any rime, 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 Lubber k under this Contract Failure toeomply 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 ate not subject to any disclaimer of warranty, implied or expressed,. or dimilation of the Seller's liability which may be specified in this Contract, its appendices, its >chedules, its annexes or any document incorporated in this Contract by reference. 10. SAFETY WARRANTY. Seller warrants that the product sold to the Buyer shall conform to the standards promulgated by the U. S. Department of Labor under the Occupational Safety and Health Act of 1970. In the event the product does not conform to OSHA standards, Buy" 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 far sale Seller agrees to ascertain whether goods manufactured in accordance with the specifications attached to this agreement will give rix to the rightful claim of any third person byway of infringement of the like. Buyer makes no watramy that the production of gouts according to the specification will not give rise to such a claim, and in on event shall Buyer be liable to Seller for indemnification in the event that Seller issued on the grounds of infringement of the like.. if Salim is of the opinion that an infringement or the like will result, he will notify the Buyer to this effect in writing within two weeks after the signing of this agreement. If Buyer does not receive notice and is subsequently held liable for the infringement or the like. Seller will save Buyer harmless.. If Seller in good faith ascertains the Production of the goods in accordance with the specifications will result in infringement or the like, the contract shall be null and void. 12. 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 tris order if Seller breaches any of the terns hermf including warranties of Seller or if the Seller becomes insolvent or commits acts of bankruptcy. Such right of cancellation is in addition to and not in lieu of any otter remedies which Buyer may have in law or equity. 14. TERMINATION. The performance of work under this order maybe terminated, in whole, min pan by the Buyer in accordance with this provision. Termination of work hereunder shall be off"ted by the delivery of the Seller of a "Notice of Temminatiod'speci lying 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 I ieu of the rights of Buyer set forth in Clause 13, herein 15. FORCE MAJEURE. Neither parry stall be held tespornible for losses, resulting ifthe f6iri llment of any team 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 patty is sable to prevent 16. ASSIGNMENT -DELEGATION. No right or interest in this contract shall be assigned m delegation of any obligation nude by Seller withoutthe 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 ow ofa 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 sty specifications for bids and performance provided by Buyer in its advertisemem for bids, and arty other documents provided by Seller as part of his bid is intended by the parties as a find expression of Heir 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 dee term `Uniform Commercial Code" is used it shall be construed as meaning the Uniform Commercial Code as adopted in the State of Texas as effective and in force on the date of this agrcernicret. 20. RIGHT TO ASSURANCE. Whenever one patty 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 pterform. In the event dot ■ demand is made and no assurance is given within five (5) days, the demanding party, may treat this failure as an .anticipatory repudiation ofthe 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,jtdgments, 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 nor 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 OF assignee cc its employees,. if any, and the Seller shall, as his own expense, appear, defend and pay all charges of attorneys and all costs and other expenses arising therefrom of inured in connevzon therewith, and, if any judgment shall be rendered against the Buyer in any such action, the Seller shall, at its own expenses, satisfy acrd discharge the same Seller expressly understands and agrees that any bond required by this contract, or utherwise provided by Seller, shall in no way limn the resptonsibdity to indemnify, keep and save harmless and defend the Buyer as herein provided Z2.. TIME. It is hereby expressly agreed orad understood that time is of tate essence far the performance of this contract, and failure by contracr 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 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 be discriminated against on the grounds of race, cola, sex or natural origin in consideration rot an award. Rev. 08/2005 K Y 0 U R C H A S TO: US 1 T OF LUBBOCK E 0 R D E R UAILEY WELLS COMMUNICATIONS INC 3440 E HOUSTON ST SAN ANTONIO TX 78219 Page Date Order No. Brn/Plt - SHIP TO: CITY OF LUBBOCK RADIO REPAIR SHOP 1915 TEXAS AVENUE ATTN: JACK MORRISON LUBBOCK TX 79411 INVOICE TO: CITY OF LUBBOQ( ACCOUNTS PAYABLE P.O. BOX 2000 LUBBOCV, TX 79457 BY: Ordered - 09/27/07 Freight FOB Destination Frt Prepaid Requested - 09/27/07 Taken By - FELIX ORTA Delivery PER J. MORRISON REQ# 29256 RFP# 07 -070 -MA 3 10/08/07 318477 000 OP 2241 Description / Supplier Ite Ordered UM Unit Cost ----------- UM -- ----- Extension Req. Dt MAHG-MC7T ------------- MICROPHONE --- 1.000 -- EA 57.0000 1.2452 EA EA 57.00 31.13 11/05/07 11/05/07 AWFSJI-50 1/4 50 OHM COAX F1PNM-H NMALE CONN 25.000 2.000 EA EA 16.1250 EA 32.25 11/05/07 SX8JTX MASTR E -NET STAT 1.000 EA 11,898.7500 EA 11,898.75 11/05/07 SXAP3K SXMD5G SITE PRO INST. MODEM/FTMIC MODULE 1.000 1.000 EA EA .0400 907.5000 EA EA .04 907.50 11/05/07 11/05/07 SXMRID 86IN RACK 1.000 EA 787.5000 EA 787.50 11/05/07 SXCN5V SITEPRO W/O SIM SYS 1.000 EA 528.7500 EA 528.75 637.50 11/05/07 11/05/07 SXPS9R 120V TO 12/24V DC PS 1.000 1.000 EA EA 637.5000 26.2500 EA EA 26.25 11/05/07 SXMN2D SXCNIZ MTG HDWR KIT 120V AC OUTLET STRIP 1.000 EA 108.7500 EA 108.75 11/05/07 SXCL3N SITEPRO CNTRL SHF CA 1.000 EA 64.5000 EA 64.50 11/05/07 SXCLIA STAT#1 SITEPRO CA.KT 1.000 EA 78.7500 EA 78.75 105.00 11/05/07 11/05/07 SXCLID ETHERNET HUB CA. 4.000 1.000 EA EA 26.2500 45.0000 EA EA 45.00 11/05/07 SXTS5B SXMSIA INS/EXT TOOL POWER SENSOR 1.000 EA 247.5000 EA 247.50 11/05/07 SXCD7S INTCONN CA. 2.000 EA 64.5000 EA 129.00 11/05/07 SXCD7U SERIAL BUSS INTCONN 1.000 EA 57.0000 EA 57.00 11/05/07 CA SXCD7U SERIAL BUSS INTCONN 1.000 EA 57.0000 EA 57.00 11/05/07 CA SX8JTX MASTR E -NET STATION 1.000 EA 11,898.7500 EA 1.1,898.75 11/05/07 SXAP3K SITEPRO INSTRUCTION 1.000 1.000 EA EA .0400 907.5000 EA EA .04 907.50 11/05/07 11/05/07 SXMD5G SXPS9R MODEM/FTMIC MODULE 120V TO 12/24V DC PS 1.000 EA 637.5000 EA 637.50 11/05/07 SXMN2D MTG HDWR 1.000 EA 26.2500 EA 26.25 11/05/07 SXCL3N SITEPRO CNTLR SH CA 1.000 EA 64.5000 EA 64.50 11/05/07 SXCLIB SITEPRO STAT#2 CA KT 1.000 EA 78.7500 EA 78.75 11/05/07 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 foilows (a) Seller's name and address. (b) Consignee's name, address and purchase order or purchase release number and the supply agreement number if applicable, (c) Container number and total number of containers, e.g. box I o(4 boxes, and Jill) the number of the container hearing the packing slip. Seller shall bear cost of packaging unless otherwise provided. Goods shall be suitably packed to secure lowest transportation casts and to conform with requirements of common carriers and any applicable specifications. Buyer's cuum or weight shall be f ral imd conclusive on shipments not accompanied by packing lists. 2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller isnot authorized toship the goods under reservation and no tender of ■ bill of lading will operate as a tender of goods 3. TITLE AND RISK OF LOSS. The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods at the point or points of delivery. 4. NO REPLACEMENT OF DEFECTIVE TENDER. Every tender of delivery of goods must f1s11y comply with all provisions of this contract m to time of delivery, quality and the like. [is tender is made which does not fully conform, this shall constitute a breach and Seller shall not have the right to substitute s conforming tender, provided, where the time for performance has not yet expired, the Seller may reasonably notify Buyer of his intention to cure and may then matte a conforming tender within the contract time hut nat 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 2000, Lubbock, Texas 79457. Payment shall not be due until the above instruments are submitted after delivery. 6. GRATUITIES. The Buyer may, by written notice to the Seller. cancel this contract without liability to Seller if it is determined by Buyer that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Seller, or any agent car repnesentabve of the Seller, to any officer or employee of the City of Lubbock with a view to securing a contract or securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performing of such a Contract In the event this contract is canceled by Buyer pursuant to this provision, Buyer shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by Seller in providing such gratuities. 7. SPECIAL TOOLS dk TEST EQUIPMENT. If the price stated on the face hereof includes the cost of any special tooling or special test equipment fabricated or required by Seller for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall became 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 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 nxthuds of purchase. In the event Seller breeches this warranty, the prices of the items shall be reduced to the Seller's current prices on orders by others, or in the alternative. Buyernay cancel this contract without liability to Seller for breach or Seller's actual expense. Is. 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 bon fide employees of bona fide established commercial car selling agencies maintained by the Seller far the purpose of seetming business. For breach of viciation of this warranty the Buyer shall have the right in addition to any other right of rights to cancel this contact without liability and to deduct from the cornsct price, or uthcrwise recover without liability and to deduct tom the contract price, or otherwise recover the full amount of such commission, percentage, brokerage or contingent fee. 9. WARRANTY -PRODUCT. Seller shall riot limit or exclude any implied warranties grid any attempt to do so shall tender this contract voidable at the option of the Buyer. Seller warrants that the goods famished will conform to the specification, drawings, and descriptions listed in the bid invitation, and to the samples) furnished by the Seiler, if any. In the event of a conflict or between the specifications, drawings, and descriptions, the specification shall govern. Notwithstanding any provisions contained in the contextual 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 and firnwae products delivered and services provided under this Contrack individually or in combination. as the case may be from the clTec uve due of this Conract. Aiw. the Seller warrants the year2000 calculations will be recognized and accommodated dated and will not, in any way, result in hardware, suttware of Yrmwarc failure. The City of Lubbock, at its sole option, may require the Seller, at any tine, to demonstrtete the procedures it intends ro follow in order to comply with all the obligations contained heroin. The obligations contained herein Apply to products and services provided by the Seiler, its sub -Seller or any third parry involved in the creation ordevelopment of the products and services to be delivered to the City of Lubbock under this Contract, Failure to comply with any of the ubligatidms contained hacin, may result in the City of Lubbock availing itself of my of its rights under the Taw and under this Contract including, but not limited to, its right pertaining to lamination or default. The warranties ccmtairsed herein are separate and discrete from any other waranries specified in this Contract, and are not subject to any disclaimer of warranty, implied or expensed, or limitation of the Seller's liability which may be specified in this Contract, its appendices., its schedules, its annexes or any document incorporated in this Contract by reference. 10. SAFETY WARRANTY. Seller warrants that the product sold to the Buyer shall conform to the standards promulgated by the U. S. Department of Labor under the Occupational Safety and licalth Act of 1970. In doe 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 Sel ler 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 pan of this cuntract for sale Seller agrees to ascertain whether goods manufactured in wconlance with the specifications attached to this agreement will give rise to the rightful claim of any third person by way of infringeancra of the like. Buyer makes no warranty fluidic production of goods according to the specification will not give rise to such a claim, ant in no event shall Buyer be liable to Seller for indemnification in the event that Seller is sired on the grounds of infringement of the like. If Seller is of the opinion that an infringement "the like will result, he will notify the Buyer to this effect in writing within two weeks after the signing of this agreement. If Buya does not receive notice and is subsequently held liable for the infringement or the like, Seller will save Buyer harmless. If Sell ler in good faith ascertains the production of the goods in accordance with the specifications will result in infringementt or the like, the contract shall be null and void 12. R)GHT OF INSPECTION. Buyer shall have the right to inspect the goods at delivery before accepting them. 13. CANCELLATION. Buyer shall have the right to camel for default all or any pan of the undelivered portion of this order if Seller breaches any of the terms hereof including warranties of Seller or if the Seller becomes insolvent or commits sets 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 peri'omwrce of work undiar this order may be terminated in whole, win part by the Buyer in accordance with this provision. Termination of wink hereunder shall be effected by the delivery of the Seller of a "Notice of Termination" sped lying the extent to which performance of work under the order is terminated and the date upon which such termination bexvmes effective. Such right or lamination is in addition to and not in lieu of the rights of Buyer set forth in Clause 13, herein. 15. FORCE MA]EURE. Neither party shall be held responsible for losses, resulting if the fulfillment of any terms of provisions of this contract is delayed or prevented by any cause not within the control of the perry whose performance is interfered with, and which by the exercise of reasonable diligence said parry is unable to prevent. 16. ASSIGNMENT -DELEGATION. No right or interest in this contract shall be assigned or delegation army obligation nude by Seiler 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 contact can be discharged in whole or in pan by* waiver er renunciation of the claim or right unless the waiver or renunciation is supported byconsi.deration and is in writing signed by the aggrieved parry. 18. INTERPRETATION -PAROLE EVIDENCE.. This writing, plug any specifications for bids and performance provided by Buyer in its advertisement for bids, and any other documents provided by Seiler 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 rhe terms of their agreement. Whenever a term defined by the Uniform Commercial Code is used in ibis 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 Commercial Code as adopted in the State of Texn As effective and in force on the date of this Agreement- 20. greement20. RIGHT TO ASSURANCE. Whenever one perry to this contract in good faith has reason to question the other patty's intern to perform he may demand that the other parry, give written assurance of his intent to perform. 1n the event that ■ demand is made and no assurance is given within five 15) 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 ctmsequcnce 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, ant the Seller shall, at his own expense, appear, defend and pay all charges of attorneys and all cosi and other expensn 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 um)entands and agrees that any bdxd required by this cunmact, or otherwise provided by Seller, ,hall in no way limit the resptmstbdiry to indemnify, keep and save harmless and defend the Buyer as herein provided 22. TIME. It is hereby expressly agreed and understood rhat name is of the essence for the performance of this contract, and failum by contract no 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 uppertrnides to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, sex or neural origin in consideration for an award Rev. 08//2005 Y ID]; CITY OF LUBBOCK U R C H A S E 0 R D E R DAILEY WELLS COMMUNICATIONS INC 3440 E HOUSTON ST SAN ANTONIO TX 78219 Page - 4 Date 10/08/07 Order No. 318477 000 OP Brn/Plt 2241 SHIP TO: CITY OF LUBBOCK RADIO REPAIR SHOP 1915 TEXAS AVENUE ATTN: JACK MORRISON LUBBOCK TX 79411 INVOICE TO: CITY OF LUBBOCK ACCOUNTS PAYABLE P.D. BOX 2000 LUBBOCK, TX 79457 BY: Ordered - 09/27/07 Freight - FOB Destination Frt Prepaid Requested - 09/27/07 Taken By - FELIX ORTA Delivery - PER J. MORRISON REQ# 29256 RFP# 07 -070 -MA Description / Supplier Ite SXMSIA POWER SENSOR SX8JTX MASTR E -NET STAT SXAP3K SITEPRO INSTRUCT SXMD5G MODEM/FTMIC MODULE SXPS9P 120V TO 12/24V DC PS SXMN2D MTG HDWR SXCL3N SITEPRO CNTLR SH CA SXCLIC SITEPRO STAT 3&4CA KIT SXMSIA POWER SENSOR SX8JTX MASTR E -NET STAT SXAP3K SITEPRO INSTRUC SXMD5G MODEM/FTMIC MODULE SXPS9P 120V TO 12/24V DC PS SXMN2D MTG 'HDWR KIT SXCNIZ 120V OUTLET STRIP SXCL3N SITEPRO CNTLR CA SXCLIC STA #3&4 CA KIT SXMSIA POWER SENSOR SX8JTX MASTER E -NET STAT SXAP3K SITE PRO INSTRUCT SXMD5G MODEM/FTMIC MODULE SXPS9R 120V T012/24V DC PS SXMN2D MTG HDWR KIT SXCL3N SITEPRO CNTLR CA SXCLIC SIPEPRO STA 3&4 CA SXMSIA POWER SENSOR SX8JTX MASTER E -NET STAT Ordered UM Unit Cost UM Extension Req. Dt ----------- 1.000 -- EA ----------- 247.5000 -- ----- EA 247.50 11/05/07 1.000 EA 11,898.7500 EA 11,898.75 11/05/07 1.000 EA .0400 EA .04 11/05/07 1.000 EA 907.5000 EA 907.50 11/05/07 1.000 EA 637.5000 EA 637.50 11/05/07 1.000 EA 26.2500 EA 26.25 11/05/07 1.000 EA 64.5000 EA 64.50 11/05/07 1.000 EA 78.7500 EA 78.75 11/05/07 1.000 EA 247.5000 EA 247.50 11/05/07 1.000 EA 11,898.7500 EA 11,898.75 11/05/07 1.000 EA .0400 EA .04 11/05/07 1.000 EA 907.5000 EA 907.50 11/05/07 1.000 EA 637.5000 EA 637.50 11/05/07 1.000 EA 26.2500 EA 26.25 11/05/07 1.000 EA 108.7500 EA 108.75 11/05/07 1.000 EA 64.5000 EA 64.50 11/05/07 1.000 EA 78.7500 EA 78.75 11/05/07 1.000 EA 247.5000 EA 247.50 11/05/07 1.000 EA 11,898.7500 EA 11,898.75 11/05/07 1.000 EA .0400 EA .04 11/05/07 1.000 EA 907.5000 EA 907.50 11/05/07 1.000 EA 637.5000 EA 637.50 11/05/07 1.000 EA 26.2500 EA 26.25 11/05/07 1.000 EA 64.5000 EA 64.50 11/05/07 1.000 EA 78.7500 EA 78.75 11/05/07 1.000 EA 247.5000 EA 247.50 11/05/07 1.000 EA 11,898.7500 EA 11,898.75 11/05/07 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 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, ib) 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 hearing the packing slip. Seller shall bear cost of packaging unless otherwise provided. Goods shall be suitably packed to secure lowest transportation costs and to conform with requirements of common carriers and any applicable specifications. Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not authorized to ship the goods under reservation and no tender of a bill of lading will operate as a tender of goods. 3. TiTLE AND RISK OF LOSS. The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods at the point or points of delivery, 4, NO REPLACEMENT OF DEFECTIVE TENDER. Every tender of delivery of goods 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 fully conform, this shall constitute a breach and Seller shall not have the right to substitute a conforming tender, provided where the time for performance has not yet expired,. the Seller may reasonably notify Buyer of his intention to cure and may then make a conforming tender within the contract time but not afterward 5. INVOICES dk 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 appticab[e. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading, and the freight waybill when applicable, should be attached to the invoice. Mail To: Accounts Payable, City of Lubbock, P. O. Box 2000, Lubbock, Texas 79457. Payment shall not he due until the above instruments ane submitted after delivery. 6. GRA'rurrIES. The Buyer may, by written notice m the Seller, cancel this contract without liability to Seller if it is determined by Buyer that gratuities, in the form of emertainment, 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 snaking 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 Seiler in providing such gratuities. 7. SPECIAL TOOLS & TEST EQUIPMENT. If the price stated on the face hereof includes the cost of any special tooling or special test equipment fabricated or required by Seller for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the Buyer and to the extent feasible shall be identified by the Seller as such. 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 Seller's current process an 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 he reduced to the Seller's current prices cm orders by iothem w 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 conlingent fee excepting bale fide employees of bona fide established commercial or selling agencies maintained by the Seller for the purpose of securing business. For breach of vtciation 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. 1. 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) rumished 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 ;std warrants fault -free performance and fault -fire result in the processung date and date related data ( including, but not limited to calculating, comparing and sequencing) of all hardware, software and firmware products delivered and services provided under this Contract. individually or an combination, as The case inay be from the effective date of this Contract, also, the Seller warrants the ye111`2000 calculations will be recogatzed and accommodated and will nor. many way, result in hardware, software sr firmware failure, lite City of Lubhoc.k, at its sole option, may require the Seller, at any time, to demonstrate the procedures it intends to follow in order to comply with ail the obligations contained herein. The obligations contained herein apply to products and services provided by the Seiler, 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 Lubhock under this Contract. Failure to comply with any of the obligations contained herein, may result in the City of Luhbock availing itself ofany 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 arc out subject to any disclaimer of warranty, implied or expressed or limitation of the Seller's liability which may be specified in rhis Contract, its appendices, its schedules, its annexes or any document incorporated in this Contract by reference. 10, SAFETY WARRANTY. Seller warrants that the product sold to the Buyer shall conform to the standards promulgated by the U. S. Department of Labor under the Occupational Safety and Health Act of 1970. In the event the product does not conform to OSHA standards, Buyer may return the product for correction or replacement at the Seller's expense. In the event Seller fails to make rhe appropriate correction within a reasonable lime. correction made by Buyer will be at the Seller's expense. IT. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. tis part of this contract fur sale Seller agrees to ascertain whetter goods manufactured in accordance with the specifications attached to this agreement will give rix 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 issued on the grounds of infringement of the like. 1( Seller is of the opinion that an infringement or the like will result. he will notify the Buyer to this effect in writing within two weeks after the signing of this ,agreement. If Buyer does not receive notice and is subsequently held liable for the infringement or the like, Seller will save Buyer harmless. If Seller in boxed faith ascertains the Production of tae goods to 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 theta 13. CANCELLATION. Buyer shall have the right to cancel for default all or any part of the undelivered portion of this order if Setter breaches any of the terms hereof including warranties of Seller or if the Seller becomes insolvent or commits acts of bankruptcy. Such right of cancellation is in addition to and not in lieu of any other remedies which Buyer may have in law or equity. 14. TERMINATION. The performance of work under this order may be terminated in whole, or in Pa" 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 Trnninalion" specifying the extent to w hich 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. 15. FORCE MAJEURE. Neither parry shall be held responsible for losses. resulting if the fulftllment of any terms 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 reasonable diligence said party is unable to prevent. 16. 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 arising out of a breach of this contract can be discharged in whole or in pat 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. IN, INTERPRETATION -PAROLE EVIDENCE. Ilia 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 agreeunent. Whenever a term defined by the uniform Commercial Code is used in this agreement, the definition contained in the Cade isto control. 19. APPLICABLE LAW. This agreement shall be governed by the Uniform Commercial Code. Where ever the tern "Uniform Commercial Co&, is used, it .shall be construed as meaning the Uniform Commercial Cody as adopted in the Stare of Texas as effective and in force on the dale of this agreement. 20. RIGHT TO ASSURANCE. Wheneverone party to this contract in goad faith has reason to question the other party's intent to perform he inay demand that the other party give written assurance of his intent to perform In the event that a demand is matte and no assurance is given within five (5) days, the demanding party may Treat this failure as an anticipatory repudiation of the contract. 21. INDEMNIFICATION. Seller shall mderrmify, 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 ibis 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 sub -Seller or assignee or its employees, if any, and the Seller shall, at his own expense, appear, defend and pay ail Charges of attorneys and all costs and other expenses arising therefrom of incurred in connection therewith. m& if any judgment ,hall 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 resposmbdily to indemnify, keep and save harmless and defend the Buyer as herein prov bled. 22. TIME. It is hereby expressly agreed and understood that time is of the Ltiscrtre 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 ibis agreement. 23. MBE. The City of Lubbock hereby notifies all bidders that in regard to any contract entered into pursuant to this request, ininunty 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 mce. color, sex or natural origin in consideration W an award Rev. 08/2005 CITY OF LUBBOCK U R C H A S E ORDER TO: DAILEY WELLS COMMUNICATIONS INC 3440 E HOUSTON ST SAN ANTONIO TX 78219 ACCOUNTSPAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 Page 5 Date 10/08/07 Order No. 318477 000 OP Brn/Plt - 2241 SHIP TO: CITY OF LUBBOCK RADIO REPAIR SHOP 1915 TEXAS AVENUE ATTN: .TACK MORRISON LUBBOCK TX 79411 BY: -----------------------------------------------------------------IF -------- -------- Ordered - 09/27/07 Freight - FOB Destination Frt Prepaid Requested - 09/27/07 Taken By - FELIX ORTA Delivery PER J. MORRISON REQ# 29256 RFP# 07 -070 -MA Description / Supplier Ite SXAP3K SITEPRO INSTRUCT SXMD5G MODEM/FTMIC MODULE SXMRID 86IN RACK SXCN5V SITEPRO W/O SIM SXPS9R 120V TO 12/24V PS SXMN2D MTG HDWR KIT SXCNIZ 120 V OUTLET STRIP SXCL3N CNTRL CA SXCLIA STAT #1 CA SXCLIE ETHERNET HUB CA.10' CARD INSERT/EXTRACT TOOL SXMSIA POWER SENSOR SXCD7S INTCONN CA SXCD7U INTCONN SERIAL BUSS CA SX8JTX MASTR E -NET STAT SXMD5G MODEM/FTMIC MODULE SXPS9R 120V T012/24V PS SXMN2D MG HDWR KIT SXCL3N CNTRL CA SXCLIB STAT #2 CA KIT SXMSIA POWER SENSOR SXMRID 86IN RACK SCANIW POWER SENSOR SCCF7X RF SENSOR CA. 30' DB11316 VAPOR WRAP 3" 50'RL ATS8TMA18 TOWER TOP AMP 77361/2H,F4NMNM-6/FFS34-50B Ordered UM Unit Cost UM Extension Req. Ot ----- 1.000 EA ---.0400 EA - .04 11/05/07 1.000 EA 907.5000 EA 907.50 11/05/07 1.000 EA 787.5000 EA 787.50 11/05/07 1.000 EA 528.7500 EA 528.75 11/05/07 1.000 EA 637.5000 EA 637.50 11/05/07 1.000 EA 26.2500 EA 26.25 11/05/07 1.000 EA 108.7500 EA 108.75 11/05/07 1.000 EA 64.5000 EA 64.50 11/05/07 1.000 EA 78.7500 EA 78.75 11/05/07 4.000 EA 135.0000 EA 540.00 11/05/07 1.000 EA 45.0000 EA 45.00 11/05/07 1.000 EA 247.5000 EA 247.50 11/05/07 2.000 EA 64.5000 EA 129.00 11/05/07 2.000 EA 57.0000 EA 114.00 11/05/07 1.000 EA 11,898.7500 EA 11,898.75 11/05/07 1.000 EA 907.5000 EA 907.50 11/05/07 1.000 EA 637.5000 EA 637.50 11/05/07 1.000 EA 2.6.2500 EA 26.25 11/05/07 1.000 EA 64.5000 EA 64.50 11/05/07 1.000 EA 78.7500 EA 78.75 11/05/07 1.000 EA 247.5000 EA 247.50 11/05/07 1.000 EA 787.5000 EA 787.50 11/05/07 2.000 EA 360.0000 EA 720.00 11/45/07 2.000 EA 78.7500 EA 157.50 11/05/07 1.000 EA 82.5000 EA 82.50 11/05/07 1.000 EA 2,182.5000 EA 2,182.50 11/05/07 4.000 EA 87.7500 EA 351.00 11/05/07 TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK, TEXAS Boller and Buyer agree as follows!: I. SELLER TO PACKAGE GOODS. Sellerwdl 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 atpeemcnl number if applicable, (c) Container number and total number of containers, e.g. box I o1`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 carvers and any applicable specifications. Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 2. SHIP41ENT UNDER RESERVATION PROHIBITED. Seller is not authorized to ship the goods under reservation andno tender of a bill of lading will operate as a tender of goods. 3. TITLE AND RISK OF LOSS. The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receive and takes possession of the goods at the point or points of delivery. 4. NO REPLACEMENT OF DEFECTIVE TENDER. Every tenter of delivery of goods must fully comply with all previsions of this contract as to time of rlelivery. quality and the like. if a tender is made which does not fully conform, this shall constitute a breach and Seller shall not have the right to substitute a conforming tender, provided where the time for performance has not yet expired, the Seller nnay reasonably notify Buyer of his intention to cure and may then make a conforming tender within the contract time but ria 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 agreertrent 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 allnched to the invoice. Mail To: Accounts Payable, City of Lubbock, P. O. Box 2000, Lubbock, Texas 79457. Payment shall not be due until the above instruments are submitted after delivery. 6. GRATUITIES. The Buyer may, by written notice to the Seller, cancel this contract without liability to 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 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 he entitled in addition to any other rights and remedies. to recover or withhold the amount of the cost incurred by Seller in providing such gratuities. 7. SPECIAL TOOLS & TEST EQUIPMENT. if the price stated on the face hereof includes the cost of any special tooling or special test equipment fabricated or required by Seller for the purpose of filling this order, such special tooiing equipment and any process sheets related thereto shall become the property of the Buyer and to the extent feasible shall be identified by the Seiler as .such. g. WARRANTY -PRICE. a line 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 procesa on orders 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 Seller breaches this warranty, the prices of the items shall he reduced to the Seller's current prices on orders by others, im in the alternative. Buyer may cancel this contract without liability to Seller for breach or Seller's actual expense. b. The Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission, percentage, brokerage, or contingent fee excepting bona fide employees of boo fide established cor mtercial or selling agencies maintained by the Seller for the purpose of securing business.. For breach of viciation of this warranty the Buyer shall have the right in addition to any other Tight of rights to cancel this contract widnout liability and to deduct from the contract price, or otherwise recover without liability and to deduct from the contract price, or otherwise recover [be full amount of such commission, percentage, brokerage or contingent fee. 4, WARRANTY -PRODUCT. Seller shall not limit or exclude any implied warranties and any ancing to do so shall render this contract voidable at the option of the Buyer. Seller warrants that the goads furnished will conform to the specification, drawings, and descriprioms listed in the bid invitation. and to the sampWs) 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 fauh-free performance and fault -flee result in the processing date and date related data I including, but not limited to cakulaling. comparing and sequencing) of all hardware, , oftware ai nd firmware products delivered and services provided under this Contract. indivrdually or in combination, as the case may be from the effective date of this Cdnract. k1so, the Seller warrants the year2000 calculations will be mcogmrzed and accummaiated and w ill not. in .my way, result in hardware, software or firmware failure. Ilene ('Ary of Lubbock, at its sok option, may requtte the Seller, at any time, to demonstrate the procedures it intends to Follow in order to comply with all the obligations contained herein. rhe 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 itselfof any of its rights under the law and under this Contract including. but not limited to, its nght 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, iia appendices, its schedules, its annexes or any document incorporated in this Contract by reference. 10. SAFETY WARRANTY. Seller warrants that the product sold to the Buyer shall conform to the standards promulgated by the U. & Department of labor under the Occupational Safety and Heahh Ad of 1970. In the event the product does not conform to OSHA standards, Buyer may return the product for correction or replacement at the Sellers 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 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 rightful claim of any third person byway of infringetruenl of the like. Buyer makes no warranty [hal the production of goods according to the specification will not give rise to such a claim, and in no went shall Buyer be liable to Seller for indetrmification in the event that Seiler is sued on the grounds of infringement of the like. If Seller is of the opinion that an infringement or the like will result. he will notify the Buyer to this effect in writing within two weeks after the signing of this agreement. If Buyer does not receive notice and is subsequently held liable for the infringement or the like, Seiler will save Buyer harntless. If Seller in gaud 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 %hal I have the right to inspect the goods at delivery hefore accepting Iherrd 13. CANCELLATION. Buyer shalt have the right to cancel for defouh all or any pan ofthe undelivered portion of this order if Seller breaches any of the teems hereof including warranties of Seller or if the Seller becomes insolvent or commits acts of bankruptcy. Such right of cancellation is in addition to and nut 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 port by the Buyer in accordance with this provision. Termination of work hereunder shall be effected by the delivery of rhe Seller of a "Notice of Termination" specifying the extent to which performance of wok 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 ofrhe rights of Buyer set forth in Clause 13, herein. 15. FORCE MAJEURE. Neither party shall be held responsible for losses, resulting if the f'ulfillmilait ofany terms of provisions of this contract is delayed or prevented by any cause not within Hie control of the party whose performance is interfered with, and which by the exercise 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 any obligation trade by Seller without the written permission of the Buyer. Any attetmpled 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 parry. Ig. 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 panics 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 tiniforn 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 Commercial Curie as 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 parry give written assurance of his intent to perform. In the event that a demand is made and no assurance is given within rive 45) mays, 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 he alleged or determined that the act was caused through negligence or omission of the Seller or its employees, or of the subSeller or assigned or its employees, if any, and the Seller shall, At his own expense, appear, defend and pay all charges of attorreys and all costs and other expenses arising therefrom of incurred in connection therewith, and if any judgment ihall be rrnilered against the Buyer in any such action, the Seller shalt, at its own expenses, .altsfy and discharge the same Seller expressly understands and agrees that any bend 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 limit specifications oflhis agreement will cause Seller to he 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 w ill be afTorded equal oppotnmilies to submit bide in response to this invitation and will not be discriminated against on the grounds of race, color, sex or natural origin in consideration for an award Rev. 08/2005 CITY OF LUBBOCK -1 Y o Page PURCHASE ORDER Date Order No Brn/P1t TO: DAILEY WELLS COMMUNICATIONS INC 3440 E HOUSTON ST SAN ANTONIO TX 78219 SHIP TO: CITY OF LUBBOCK RADIO REPAIR SHOP 1915 TEXAS AVENUE ATTN: JACK MORRISON LUBBOCK TX 79411 INVOICE TO: CITY OF LUBBOCK ACCOUNTSPAVABLE P.O. BOX 2000 LUBBOCK. TX 74457 BY: Ordered 09/27/07 Freight FOB Destination Frt Prepaid Requested 09/27/07 Taken By FELIX ORTA Delivery PER J. MORRISON REQ# 29256 RFP# 07 -070 -MA 6 10/08/07 318477 000 OP 2241 Description / Supplier Ite Ordered UM -- Unit Cost -- UM Extension Req. Dt ---------------------------- AWFSJ4-50B 1/2"50OHM SUPERF ----------- 280.000 EA 2.7150 EA 760.20 11/05/07 AWF4NM N MALE FSJJ4-50B CA 9.000 EA 44.2500 EA 398.25 11/05/07 AWF4NF CONN NFMLE FSJ4-50B 3.000 EA 44.2500 EA 132.75 11/05/07 PCIS-CT50HN-MA FILTER 2.000 EA 83.2300 EA 166.46 11/05/07 PCIS-DC50LNZ-15-MA FLTR 1.000 EA 71.0100 EA 71.01 11/05/07 15VDC DB8062F5-B COMBINER 2.000 EA 5,598.7500 EA 11,197.50 11/05/07 DBCNRX-16AC MULTICOUPLER 1.000 EA 3,900.0000 EA 3,900.00 11/05/07 DB -8922 50 OHM 1W BNC 6.000 EA 6.7500 EA 40.50 11/05/07 AWFIPBM FSJ1-50A BNC MALE 10.000 EA 9.7500 EA 97.50 11/05/07 F1PNM-H CONN COAX N -MALE 10.000 EA 16.1250 EA 161.25 11/05/07 AWF4PNR CONN N -MALE BANGLE 10.000 EA 60.0000 EA 600.00 11/05/07 AWF4NM N -MALE FSJ4-50B 10.000 EA 44.2500 EA 442.50 11/05/07 AWFSJI-50A 1/4" 50 OHM 150.000 EA 1.2450 EA 186.75 11/05/07 PEFOAM SSSG5J EDACS SITE 1-5 1.000 EA 2,713.5000 EA 2,713.50 11/05/07 UPGRADE SSSGIR CEC/IMC MAX CH LIC. 10.000 EA 904.5000 EA 9,045.00 11/05/07 MSCP3W UPLINK GETC KIT 1.000 EA 2,250.0000 EA 2,250.00 11/05/07 MSCE7R BACKPLANE CA. SHORT 3.000 EA 18.7500 EA 56.25 11/05/07 MSCDIX AUDIO CA, 3.000 EA 48.0000 EA 144.00 11/05/07 MSCDIY DATA CA. 1.000 EA 60.7500 EA 60.75 11/05/07 MSAAIX SOFTWARE,ADIO MOD 3.000 EA 27.0000 EA 81.00 11/05/07 PROV MSAAlY AIC W/8 TDM BUS MOD 3.000 EA 3,000.0000 EA 9,000.00 11/05/07 MSMIMI MIM INFACE TKD SYS 1.000 EA 8,628.7500 EA 8,628.75 11/05/07 KIT TQS3386 PROD SFTWR 1.000 EA 319.5000 EA 319.50 11/05/07 TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF Seller and Buyer agree as follows: L SELLER TO PACKAGE GOODS. Seller will package goods in accordance with good commercial practice. Each shipping container shall be clearly and permanently marked as follows (a) Seller's name and address, (b) Consignee's name, address and purchase order or purchase release number and the supply agreement number if applicable, (c) Container number and total number of containers, e.g. box I of 4 boxes, and (d) the number of the container hearing the packing slip. Seller shall hear cost of packaging units" otherwise provided Gads shall be suitably packed to secure lowest transportation costs and to conform with requirements of common carriers and any applicable specifications. Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not authorized to ship the goods under reservation and no tender of a bill of lading will operate as a tender of goods. 3. TITLE AND RISK OF LOSS. 'Me title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods at the point or points of delivery. 4, NO REPLACEMENT OF DEFECTIVE TENDER. Every tender of delivery of goods must fully comply with all provisions ofthis contract as to time of delivery, quality and the like. If a tender is made which does not fully conform, this shall constitute a breach and Seller shall not have the right to substitute a conforming tender, provided, whom the time for performance has not yet expired, the Seller may reasonably notify Buyer of his intention to cure and may then make a conforming tender within the contract time but not afterward 5. INVOICES h PAYMENTS. it. 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 2000, Lubbock. Texas 79437. Payment shall not be due untilthe 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 ofentertairement. 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 w ith 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 ezrtitled, in addition to any other rights and remedies, to recover or withhold the amount ofthe cost incurred by Seller in providing such gratuities. 7. SPECIAL TOOLS d TEST EQLIIPMENT. If the price stated on the face hereof includes the cost of any special tooling or special test equipment fabricated or requited by Seller for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the Buyer and to the extent feasible shall be identified by the Seller as such. B. WARRANTY -PRICE. a. The price to be paid by the Buyer shall be that contained in Seller's bid which Seller warrants to he no higher than Seller's current process on ardent by others for products of the kind and specification covered by this agreement for similar quantities under similar of tike conditions and methods of purchase. In the event Seller breaches this warranty, the prices of the items shall he reduced to the Seller's current prices m orders by others. ar' in the alternative. Buyer unity 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 commasaion, percentage, brokerage, or contingent fee excepting boas fide anployees 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. Sellershall 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 samplels) fumished 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 Seiler represents and warrants fault -free performance and fault -free result in the processing date and date related data f 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 cennhmatton, as lie case may be tram the effective date of this Contract. Also, the Seller warrants the year -2000 calculations w ill he recognized and accommodated and will mrd, in any way. result as hardware, suftwae or firmware failure, rhe City of Lubbock, at its sok option, may require the Seller. at my time, to demonstrate the procedures it intends to Ibflow in order to comply with all the obligations contained herein. rhe obligations untamed herein apply to products and services provided by the Seller, its sub -Seller or say third party involved in the creation or development of the products and services to he 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 ofany of its rights under the law and under this Contract including, but not limited to, its right pertaining to termination or defauh. Ilse warranties contained herein ate separate and discrete from any other warranties specified in this Contract, and arc nM 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 imcdxparated in this Contract isy reference. LUBBOCK, TEXAS 10. SAFETY W ARRANTY. 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, Buy r 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 Sellers expense. 11. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As part of this contract for salt Seller agrees to ascertain whether goods manufactured in accordance with the specifications attached to this agreement will give rix to the rightful claim of any third person by way of infringement of the like. Buyer makes no warranty that the prductio a of goals 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 iufringement of the like. If Seller is of the opinion that an infringement or the like will result. he will notify the Buyer to this effect in writing within two weeks after the signing of this agreement. If Buyer does not receive notice and is subsequently held liable for the infr ngcment or the like. Sefler wilt 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 hefore 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 Seller or if the Seller becomes insolvent or commits acts of bankruptcy. Such right of cancellation is in addition to and not in lieu of any other remedies which Buyer may have in taw or equity. 14. TERMINATION. The performance of work under this order maybe terminated in whole, or in part by the Buyer in accordance with this provision. Termination of work hereunder shall he 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. 15. FORCE MAJEURE. Neither party shall be held responsible for losses, resulting if the fulfillment of any terms of provisions of this contract is delayed or prevented by any cause not within the control of the party whose performance is interfered with, and which by the exercise of reasonable diligence said patty is unable to prevent. 16. 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 confonmiry 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. 18. 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 tied is intended by the parties as a Final expression of their agreement and intended also n a complete and exclusive statement of the terms of their ag"eemcnt. Whenever a term defined by the Uniform Commercial Code is used in this. agreetnem, the definition contained in the Code is to control. 19. APPLICABLE LAW. This agreement shall be governed by the Uniform Commrtcrcial Coot. Where ever the terns "Uniform Commaciei Code" is used, it shall be construed as meaning the Uniform Commercial Code as adopted in the State of Texas as effective and in force on the date of this agremnent. 26. RIGHT TO ASSURANCE. Whenever one party to this contract in good faith has reason to question the other party's intent to perform he may demand that the other party give written assurance of his intent to perform. In the event that a demand is made and no assurance is given within five 15) 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, lass, damages, claims, patent claims, suits, liabilities, judgments, costs and expenses, which may in anywise accrue against the Buyer an consequence ofthe 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 ail charges of attorneys and all costs and ~ether expenses arising therefrom of incurred in connection therewith. and if any Judgment ,,hall be rendered against the Buyer in any such action, the Seller shall, at its own expenses. satisfy and discharge the same Seiler expressly understands and agrees that any bond required by tines contract, or otherwise provided by Setter, shall in no way limit the responsibility to indinnody, keep and save harmless and defend the Buyer as herein provided 22. TIME. It is hereby expressly agreed yid understood that time is of the essence for the Performance of this contract, and failure by contract to meet the none specifications of this agreement will cause Seller m 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 �ipportunities io submit bids in response to ibis invitation and will not be discriminated against on the grounds of race. color, sex or natural origin in consideration for an award, Rev. 08/2005 CITY OF LUBBOCK U R C H A S E ORDER TO: DAILEY WELLS COMMUNICATIONS INC 3440 E HOUSTON ST SAN ANTONIO TX 78219 Page 7 Date 10/08/07 Order No. - 318477 000 OP Brn/Plt - 2241 SHIP TO: CITY OF LUBBOCK RADIO REPAIR SHOP 1915 TEXAS AVENUE ATTN: JACK MORRISON LUBBOCK TX 79411 INVOICE TO: MY OF LUBBOCK ACCOUNTSPAVABLE P.O. BOX 2000 LUBBOCK. TX 79457 BY: ------------------------------------------------------------------------- Ordered 09/27/07 Freight FOB Destination Frt Prepaid Requested 09/27/07 Taken By FELIX ORTA Delivery PER J. MORRISON REQ# 29256 RFP# 07-070-14A --------------------------------------- --------------------------------------- Description / Supplier Ite RPM1132514 CA ASS. FTD W/CONN TQS3408 PRG SFTWR TQ3411 PRG PROG CA ENG SERVICE (32HRSHELP) Ordered UM Unit Cost UM Extension Req. Dt -------- - ----------- 1.000 -- EA ----------- 40.5000 -- EA ------------ 40.50 11/05/07 1.000 EA 238.5000 EA 238.50 11/05/07 1.000 EA 22.5000 EA 22.50 11/05/07 4.000 EA 1,200.0000 EA 4,800.00 11/05/07 This purchase order encumbers funds in the amount of $229,531.75 for a bid awarded to Dailey Wells Communications Inc., of Lubbock, Texas on September 13, 2007 in accordance with Resolution No.2007-R0422. The following are incorporated into and made part of this purchase order by letter of ratification of Resolution No. 2007-R0422. CITY OF LUBBOQJ ATTEST: David A. Miller', Mayor Me—beca Garza, City Secretary Total Order ------------------------------------------------------------------------------------- Terms 1%10, NET 30 229,531.75 Seller and Buyer agree as follows: TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDMONS CITY OF LUBBOCK, TEXAS I. SELLER TO PACKAGE GOODS. Seller will package goods in accordance with good commercial practice. Each shipping container shall be clearly and permanently marked as follows is) Seller's name and address, ib) Consignee's name, address and purchase order or purchase release number and the Supply agreement number if applicable, (c) Container number and total number of containers, e.g. box I of 4 boxes, and (d) the number of the container hearing the packing slip. Seller shall bear cost of packaging unless otherwise provided. Goods shall be suitably packed to secure lowest transportation costs and to conform with requirements of common carriers and any applicable specifications. Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 2. SHIPMENT UNDER RESERVATION PROHIBITED, Seller is not authorized to ship the goods under reservalion and no tender of a bill of lading will operate as a tender of goods, 3. TITLE AND RISK OF LOSS, The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods at the point or points of delivery. 4. NO REPLACEMENT OF DEFECTIVE TENDER, Every tender of delivery of goods inust fully comply with all provisions of this contract as to time of delivery, quality and the like. If a tender is nude which does not fully confordr, this shun constitute a breach and Seller shall not have the right to substitute a conforming tender, provided where the time for performance has nor yet expired, the Seller may reasonably notify Buyer of his. intention to cure and may then make a conforming tender within the contract time but not aflerward. 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 2000, Lubbock, Texas 79457. Payment shall not be due until the above instruments are submitted ager 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 ofthe 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 he entitled in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by Seller in providing such gratuities, 7. SPECIAL TOOLS d TEST EQUIPMENT. if the price stated on the Face hereof includes the cost of any special tooting or spec is[ test equipment fabricated or required by Seller For the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the Buyer and to the extent feasible shall be identified by the Sel ler 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 he no higher than Seller's current process an dxders by others for products of the kind and specificativis covered by this agreement far sirdar 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 io rhe Seller's current prices an orders by other, or in the alternative. Buyer may cancel this contract without liability to Seller for breach or Seller's actual expense. b. The Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission, percentage, brokerage, or contingent fee excepting bona fide employe" of bona ride 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, ox otherwise recover the full amount of such commission. percentage, brokerage or contingent fee. i. WARRANTY -PRODUCT. Seller shall not limit or exclude any implied warranties and any attempt to do so shall resider 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 ore 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 -flee result in the processing date and date related data 4including, but not limited to calculaltng, comparing and sequencing) of all hardware, software arae finnvrare products delivered and services provided under this Connect, indiv wfually or in combination, as the case may he from the effective date of this Contract. Also, the Seiler warrants the year2000 calculations will be recognized and accommodated and will rid, in any way, result in hardware, software or firmware failure, The City of Luhhock, at its sole option, may require the Seller. at any rime, to demonstrate the procedures it intends to follow in order to comply wish all the obligations contained herein. The obligations contained herein apply to products and services provided by the Selhtr, its sub -Seiler or any third party involved in the creation or develupinent 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 hereat, may result in the City Of Lubbock availing itsclfofany of its rights under the law and under this Contract including, but not limited to, its right pertaining to terminaikm 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, ; mpbied or expressed or limitation of the Seller's liability which may be specified in this Conufti. 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 shell ctwofo rut to the standards promulgated by the U. S. Department of Labor under the Occupational Safely and Heatth .pct of 1970. In the event the product does nor conform to OSHA standards. Buyer may return the product For correctionor replacement at the Seller's expense. In the event Seiler 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 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 rightful claim of any third person by way of infringement of the like. Buyer makes no warranty that the production of goods according to the specification will not give rise to such a claim, and in no event shall Buyer he liable to Seller for indemnification in the event that Seller is sued on the grounds of infringement of the like. If Seller is of the opinion that an infringement or the like will result. he will notify the Buyer to this effect in writing within two weeks after the signing cif this agreement. If Buyer docs 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 goody 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 he fore accepting them 13. CANCELLATION. Buyer shall have the right to cancel for default all of any part of the undelivered portion of this order if Seller breaches any of the terns hereof including warranties of Seller or if the Seller becomes insolvent or commits acts of bankruptcy. Such right of cancellation is in addition to and not in lieu of any other remedies which Buyer may have in law or equity.. t4. TERMINATION. The performance of work under this order may be terminated in whole, ox in part by the Buyer in accordance with this provision. Termination of work hereunder shall be effected by the delivery of the Seller are "Notice of Termination" specifying the extent to which performance ofwork 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. 15. FORCE MAJEURE. Neither party shall be held responsible for losses, resulting if the fulfillment of any terms of provisions of this contract is delayed or prevented by any cause not within the control of the party whose performance is interfered with, and which by the exercise of reasonable diligence said party is unable to prevent. 16. ASSIGNMENT -DELEGATION. No right or intent in this contract shall be assigned or delegation of:my 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 tight anstng out ore breach of this contract em 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 fix bids, and any other documents provided by Seller as part of his hid is intended by the parties as a final expression of their agreement and intended also as a complete and exclusive statement of the turns 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. 11). APPLICABLE LAW, This agreement shall be governed by the Uniform Commercial Code. Whom ever the tern "Uniform Commercial Code" is used, it shall be construed as meaning the Uniform Commercial Code as adopted in the Stale 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 assurance is given within five (5) days, the demanding party may treat this failure as an anticipatory repudiation of rhe contract. 21. INDEMNIFICATION. Seller shall indemnify, keep and save harmless the Buyer, its agents, officials and employees, against all injuries, deaths, los& damages, claims, patent claire, suits, liabilities, judgments, costs and expenses, which may in amywise accrue against the Buyer in consequence of rhe granting of this Contract or which iray anywise result rhemirom. 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 ;hall, at his own expense, appear, defend and pay all charges of moneys and all costs ,mot other expenses arising therefrom of incurred in connection therewith, and if any judgment ,hall be rendered against the Buyer in any such action. rhe Seller shall, at its own expenses, 'alisfy 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 respotsibifiry, to indcmnify, 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 rhe performame of this contract, and failure by contract to meet the nine specifications of this agrccrment will cause Seller to be in default of this agreement. 23. %IBE. The Pity of Lubbock hereby notifies all bidders that in regard to any contract entered into pursuant to this request, minunty and women busuem enterprises will he afforded equal opportunities to suhmil bids in response to this invitation and will not be discriminated against cm the grounds of race, color, :sex or natural origin it consideration for an. award Rev. 08/2005 DAILEY-WELLS COMMUNICATIONS, INC. 3440 E. Houston St., San Antonio, TX 78219 To: City of Lubbock From: Richard Kirian, 505-453-2029, rkirian@dwcomm.com Date: 6127107 PRODUCT - 10 -CHANNEL SITEPRO SITE Resolution No. 2007-RO422 • 4f+ ti� Electronics { N � I if✓1.4+1fJ. !✓r. f!i >.. l.. !. ... ✓file : :4- i f : i . �i L'N � % iS' L i � %� 4 %Jf, 4 ll lflN� 4 r Item park Number lJescription Qnty. Unit List "Disc. °IQ Unit Sale: Ext Sale; Equipment for 10 -Channel SitePro Site 1 SX8JTX STATION,MASTR E-Net,806-870MHZ,100W 1 $ 15,865.00 25% $ 1.1,898.75 $ 11,898.75 2 SXAP3K Instruction, Rack -up, Site Pro 1 $ 0.05 25% $ 0.04 $ 0.04 3 SXMD5G Kit,9600 Baud ModemIFTMIC Module 1 $ 1,210.00 25% $ 907.50 $ 907.50 4 SXMR1D RACK,OPEN,86IN 1 $ 1,050.00 25% $ 787.50 $ 787.50 5 SXCN5U PANEL,SYSTEM,SikePro W SIM 1 $ 705.00 25% $ 528.75 $ 528.75 6 MASX-NDF2Q Kit,Ethernet Hub,24 Port 1 $ 480.00 25% $ 360.00 $ 360.00 7 SXPS9R Power Supply, 1 20VAC,6OHz, I 2/24VDC 1 $ 850.00 25% $ 637.50 $ 637.50 8 SXMN2D Kik,Mountin Hrdwr,69183I86in Cab/Rack 1 $ 35.00 25% $ 26.25 $ 26.25 9 SXCNIZ OUTLET STRIP,120VAC 1 $ 145.00 25% $ 108.75 $ 108.75 10 SXCL3N Cable,SitePro Controller Shelf 1 $ 86.00 25% $ 64.50 $ 64.50 11 SXCL1A KIT,CABLE,SitePro STATION #1 1 $ 105.00 25% $ 78.75 $ 78.75 12 SXTS5B TOOL,SkePro CARD INSERTION/EXTRACTION 1 $ 60.00 25% $ 45.00 $ 45.00 13 ISXMS1A POWER SENSOR,403-1000MHZ 1 $ 330.00 25% $ 247.50 $ 247.50 14 SXCP5A KIT,GETC,DOWNLINK 1 $ 2,285.00 25% $ 1,713.75 $ 1,713.75 15 SXCD7S CABLE, INTERCO NNECT,5FT,25 PAIR 2 $ 86.00 25% $ 64.50 $ 129.00 16 SX8JTX STATION,MASTR E-Net,806-870MHZ,100W 1 $ 15,865.00 25% $ 11,898.75 $ 11,898.75 17 SXAP3K Instruction, Rack -up, Ske Pro 1 $ 0.05 25% $ 0.04 $ 0.04 18 SXMD5G Kit,9600 Baud ModemIFTMIC Module 1 $ 1,210.00 25% $ 907.50 $ 907.50 19 SXPS9R Power Supply, 1 20VAC,6OHz,l 2/24VDC 1 $ 850.00 25% $ 637.50 $ 637,50 20 SXMN2D Kit,Mountin Hrdwr,69183I86in Cab/Rack 1 $ 35.00 25% $ 26.25 $ 26.25 21 SXCL3N Cable,SitePro Controller Shelf 1 $ 86.00 25% $ 64.50 $ 64.50 22 SXCL1 B KIT,CABLE,SkePro STATION #2 1 $ 105.00 25% $ 78.75 $ 78.75 23 SXMSIA POWER SENSOR,403-1000MHZ 1 $ 330.00 25% $ 247.50 $ 247.50 24 SX8JTX STATION,MASTR E-Net,806-870MHZ,100W 1 $ 15,865.00 25% $ 11,898.75 $ 11,898.75 25 SXAP3K Instruction,Rack-u ,SitePro 1 $ 0.05 25% $ 0.04 $ 0.04 26 SXMD5G Kit,9600 Baud ModemIFTMIC Module 1 $ 1,210.00 25% $ 907.50 $ 907.50 27 SXPS9R Power Supply, 1 20VAC,60Hz,1 2/24VDC 1 $ 850.00 25% $ 637,50 $ 637.50 28 SXMN2D Kit,Mounting Hrdwr,69/83/86in Cab/Rack 1 $ 35.00 25% $ 26.25 $ 26.25 29 SXCN1Z OUTLET STRIP,120VAC 1 S 145,00 25% $ 108.75 $ 108.75 30 SXCL3N Cable,SitePro Controller Shelf 1 $ 86.00 25% $ 64.50 $ 64.50 31 SXCLIC KIT,CABLE,SitePro STATION #3 & #4 1 $ 105.00 25% $ 78,75 $ 78.75 32 SXMSIA POWER SENSOR,403-1000MHZ 1 $ 330.00 25% $ 247.50 $ 247.50 33 SASIM1 CONTROL UNIT,SIM,FOR USE WITH MASTR 111 1 $ 14,655.00 25% $ 10,991.25 $ 10,991.25 34 SASP9J HANDLING,M7100 RADIO 1 $ 0.05 25% $ 0.04 $ 0.04 35 MASA-NPS9V Power Supply, 1 20VAC,60R-z-, 1 2VDC 1 $ 850.00 25% $ 637.50 $ 637.50 36 SAMF5W KkSureCall,Shelf Assembly 1 $ 1,005.00 25% $ 753.75 $ 753.75 37 SACJ7A CABLE,POWER,120VAC 1 $ 46.00 25% $ 34.50 $ 34.50 38 SAMN7W KIT,SHELF,MObEM/UAS POWER SUPPLY 1 $ 245.00 25% $ 183.75 $ 183.75 39 SADEW KIT,SiteSentry ALARM & CONTROL SYSTEM 1 $ 8,035.00 25% $ 61026.25 $ 6,026.25 40 SACN5K PANEL, INTERFACE,SITE SENTRY 1 $ 605.00 25% $ 453.75 $ 453.75 41 SAPS913 POWER SUPPLY, 120/230V,50160HZ,SiteSentr 1 $ 405.00 25% $ 303.75 $ 303.75 42 SACJ7F CABLE,25 PAIR RIBBON,20 IN 4 $ 81.00 250% $ 60.75 $ 243.00 43 SACD5T CABLE,DATA,54IN 1 $ 155.00 25% $ 116.25 $ 116.25 44 SACJ1 B Cable,M7100 TU 1 $ 230.00 25% $ 172.50 $ 172.50 45 MAHG-S8MXX Mobile,M7100-IP,806-870MHz,35W 1 $ 1,625.00 25% $ 1,218.75 $ 1,218.75 46 MAHG-EC1 F Programmin ,Set TX Power,Rated(TU Appl) 1 $ 0.01 25% $ 0.01 $ 0.01 47 MAHG-SP9H Handling,Send Radio to Station Area(TU) 1 $ 0.05 25%o $ 0.04 $ 0.04 48 MAHG-TU Feature Set,Test Unit 1 $ 1,845.00 25% $ 1,383.75 $ 1,383.75 49 MAHG-CP7V Control Unit,S stem,Front Mount 1 $ 650.00 25% $ 487.50 $ 487.50 50 MAHG-MC7T Microphone,Standard 1 $ 76.00 25% $ 57.00 $ 57.00 51 AWFSJI-50A CABLE,COAX,1/4 IN,50 OHM,PE FOAM 25 $ 1.66 25% $ 1.25 $ 31.13 52 F1PNM-H CONNECTOR,COAX,N-MALE,HEX HEAD 2 $ 21.50 25%© $ 16.13 $ 32.25 53 SX8JTX STATION,MASTR E-Net,806-870MHZ,100W 1 $ 15,865.00 25% $ 11,898.75 $ 11,8.98.75 54 SXAP3K Instruction,Rack-u ,SitePro 1 $ 0.05 25% $ 0.04 $ 0.04 55 SXMD5G Kit,9600 Baud Modem/FTMIC Module 1 $ 1,210.00 25% $ 907.50 $ 907.50 56 SXMR1 D RACK,OPEN,86 IN 1 $ 1,050,00 25% $ 787.50 $ 787.50 57 SXCN5V PANEL,SYSTEM,SitePro W/O SIM 1 $ 705.00 25% $ 528.75 $ 528.75 58 SXPS9R Power Supply, 1 20VAC,6OHz, 1 2124VDC 1 $ 850.00 25% $ 637.50 $ 637.50 59 SXMN2D Kit,Mounting Hrdwr,69183/86in Cab/Rack 1 $ 35.00 25% $ 26.25 $ 26.25 60 SXCN1Z OUTLET STRIP,120VAC 1 $ 145,00 25% $ 108.75 $ 108.75 61 SXCL3N Cable,SrtePro Controller Shelf 1 $ 86.00 25% $ 64.50 $ 64.50 62 SXCLIA KIT,CABLE,SitePro STATION #1 1 $ 105.00 25% $ 78.75 $ 78.75 63 SXCL1D CABLE,ETHERNET HUB,51FT 4 $ 35,00 25% $ 26.25 $ 105.00 64 SXTS5B TOOL,SitePro CARD INSERTION/EXTRACTION 1 $ 60.00 25% $ 45.00 $ 45.00 65 SXMS1A POWER SENSOR,403-1000MHZ1 $ 330.00 25% $ 247.50 $ 247.50 66 SXCD7S CABLE,INTERCONNECT,5FT,25 PAIR 2 $ 86.00 25% $ 64.50 $ 129.00 67 SXCD7U CABLE, INTERCONNECT,SERIAL BUSS,5FT 1 S 76.00 25% $ 57.00 $ 57.00 68 SXCD7U CABLE, INTERCONNECT,SERIAL BUSS,5FT 1 $ 76.00 25% $ 57.00 $ 57.00 69 SX8JTX STATION,MASTR E-Net,806-87OMHZ,IOOW 1 $ 15,865.00 25% $ 11,898.75 $ 11,898,75 70 SXAP3K Instruction,Rack-up,SitePro 1 $ 0.05 25% $ 0.04 $ 0.04 71 SXMD5G Kit,9600 Baud Modem/FTMIC Module 1 S 1,210.00 25% $ 907.50 $ 907.50 72 SXPS9R Power Supply, I 20VAC,6OHz, 1 2/24VDC 1 $ 850.00 25% $ 637.50 $ 637.50 73 SXMN2D Kf ,Mounting Hrdwr,69/83/86in Cab/Rack 1 $ 35.00 25% $ 26.25 $ 26.25 74 SXCL3N Cable,SitePro Controller Shelf 1 $ 86.00 250/c $ 64.50 $ 64.50 75 SXCLIB KIT,CABLE,SitePro STATION #2 1 $ 105.00 25% $ 78.75 $ 78.75 76 SXMSIA POWER SENSOR,403-100OMHZ 1 $ 330.00 25% $ 247.50 $ 247.50 77 SX8JTX STATION,MASTR E-Net,806-87OMHZ,100W 1 $ 15,865.00 25%p $ 11,898.75 $ 11,898.75 78 SXAP3K Instruction, Rack-up,Site Pro 1 $ 0.05 25% $ 0.04 $ 0.04 79 SXMD5G Kit,9600 Baud Modem/FTMIC Module 1 $ 1,210.00 25% $ 907.50 $ 907.50 80 SXPS9R Power Supply, 1 20VAC,6OHz, 1 2/24VDC 1 $ 850.00 25%, $ 637.50 $ 637.50 81 SXMN2D Kit,Mounting Hrdwr,69/83/86in Cab/Rack 1 $ 35.00 25% $ 26,25 $ 26.25 82 SXCL3N Cable,Sf ePro Controller Shelf 1 $ 86,00 25Q/a $ 64.50 $ 64.50 83 SXCLIC KIT,CABLE,SitePro STATION #3 & #4 1 $ 105.00 25% $ 78.75 $ 78.75 84 SXMSIA POWER SENSOR,403-100OMHZ 1 $ 330.00 25% $ 247.50 $ 247.50 85 SX8JTX STATION,MASTR E-Net,806-87OMHZ,100W 1 $ 15,865.00 25% $ 11,898.75 $ 11,898.75 86 SXAP3K Instruction,Rack-up,Site Pro 1 $ 0.05 25% $ 0.04 $ 0.04 87 SXMD5G Kit,9600 Baud Modem/FTMIC Module 1 $ 1,210.00 25% $ 907.50 $ 907.50 88 SXPS9R Power Supply, I 20VAC,6OHz, 1 2/24VDC 1 $ 850.00 25% $ 637.50 $ 637.50 89 SXMN2D Kit,Mounting Hrdwr,69/83/86in Cab/Rack 1 $ 35.00 25% $ 26.25 $ 26.25 90 SXCNIZ OUTLET STRIP,120VAC 1 $ 145.00 25% $ 108.75 $ 108.75 91 SXCL3N Cable,SitePro Controller Shelf 1 $ 86.00 25% $ 64.50 $ 64.50 92 SXCLIC KIT,CABLE,SitePro STATION #3 & #4 1 $ 105.00 25% $ 78.75 $ 78.75 93 SXMS1A POWER SENSOR,403-100OMHZ 1 $ 330.00 25% $ 247.50 $ 247.50 94 SX8JTX STATION,MASTR E-Net,806-87OMHZ,100W 1 $ 15,865.00 25% $ 117898.75 $ 11,898.75 95 SXAP3K Instruction, Rack-up,SitePro 1 $ 0.05 25% $ 0.04 $ 0.04 96 SXMD5G Kit,9600 Baud Modem/FTMIC Module 1 $ 1,210.00 25% $ 907.50 $ 907.50 97 SXPS9R Power Supply, 1 20VAC,6OHz,12/24VDC 1 $ 850.00 25% $ 637.50 $ 637.50 98 SXMN2D Kit,Mountin Hrdwr,69/83/86in Cab/Rack 1 $ 35.00 25% $ 26.25 $ 26.25 99 SXCL3N Cable,SitePro Controller Sheff 1 $ 86.00 25% $ 64.50 $ 64.50 100 SXCL1 C KIT,CABLE,SitePro STATION #3 & #4 1 $ 105,00 25% $ 78.75 $ 78.75 101 SXMSIA POWER SENSOR,403-10OOMHZ 1 $ 330.00 25%0 $ 247.50 $ 247.50 102 SX8JTX STATION,MASTR E-Net,806-87OMHZ,100W 1 $ 15,865.00 25% $ 11,898.75 $ 11,898.75 103 SXAP3K Instruction,Rack-u ,SitePro 1 $ 0.05 25%4 $ 0.04 $ 0.04 104 SXMD5G Kit,9600 Baud Modem/FTMIC Module 1 $ 1,210.00 25% $ 907.50 $ 907.50 105 SXMR1 D RACK,OPEN,86 IN 1 $ 1,050.00 25% $ 787.50 $ 787.50 106 SXCN5V PANEL,SYSTEM,SitePro W/O SIM 1 $ 705.00 25% $ 528.75 $ 528.75 107 SXPS9R Power Supply, 1 20VAC,6OHz,l 2/24VDC 1 $ 850.00 25% $ 637,50 $ 637.50 108 SXMN2D Kit,Mounting Hrdwr,69/83/86in Cab/Rack 1 $ 35.00 25% $ 26.25 $ 26.25 109 SXCNIZ OUTLET STRIP,120VAC 1 $ 145.00 25%© $ 108.75 $ 108.75 110 SXCL3N Cable.SitePro Controller Shelf 1 $ 86.00 25% $ 64.50 $ 64.50 111 SXCL1A KIT,CABLE,SitePro STATION #1 1 $ 105.00 25% $ 78.75 $ 78.75 112 SXCLIE CABLE,ETHERNET HUB,10FT 4 $ 180.00 25% $ 135,00 $ 540.00 113 SXTS5B TOOL,SitePro CARD INSERTION/EXTRACTION 1 $ 60.00 25% S 45.00 $ 45.00 114 SXMSIA POWER SENSOR,403-1000MHZ 1 $ 330.00 25% $ 247.50 $ 247.50 115 SXCD7S CABLE, INTERCOMECT,5FT,25 PAIR 2 $ 86.00 25% $ 64.50 $ 129.00 116 SXCD7U CABLE, INTERCONNECT,SERIAL BUSS,5FT 1 $ 76.00 25% $ 57.00 $ 57.00 117 SXCD7U CABLE,INTERCONNECT,SERIAL BUSS,5FT 1 $ 76.00 25% $ 57.00 $ 57.00 118 SX8JTX STATION,MASTR E-Net.806-870MHZ,100W 1 $ 15,865.00 25% $ 11,898.75 $ 11,898.75 120 SXMD5G Kit,9600 Baud Modem/FTMIC Module 1 $ 1,210.00 25% $ 907.50 $ 907.50 121 SXPS9R Power Supply, 1 20VAC,6OHz,l 2/24VDC 1 $ 850.00 25% $ 637.50 $ 637.50 122 SXMN2D Kit,Mounting Hrdwr,69/83/86in Cab/Rack 1 $ 35.00 25% $ 26.25 $ 26.25 123 SXCL3N Cable,SitePro Controller Shelf 1 $ 86.00 25%Q $ 64.50 $ 64.50 124 SXCL1 B KIT,CABLE,SitePro STATION #2 1 $ 105.00 25% $ 78.75 $ 78,75 125 SXMSIA POWER SENSOR,403-1000MHZ 1 $ 330.00 25% $ 247.50 $ 247.50 $ 169,695.80 Equipment for Antenna System 1 SXMR1D RACK,OPEN,86IN 1 S 1,050.00 25% $ 787.50 $ 787.50 2 SCAN1W POWER SENSOR,403-1000MHZ 2 S 480.00 25% $ 360.00 $ 720.00 3 SCCF7X CABLE,RF SENSOR,30FT 2 $ 105.00 25% $ 78.75 $ 157.50 4 DB11316 TAPE,VAPOR-WRAP,3 IN,50 FT ROLL 1 $ 110.00 25% $ 82.50 $ 82.50 8 ATS8TMA18 Am lifier,Towertop,806-824 MHz 1 $ 2,910.00 25% $ 2,182.50 $ 2,182.50 9 7736 CABLE,6FT,NMINM,1/2H,F4-NMNM-6/FSJ4-50B 4 $ 117.00 25% $ 87.75 $ 351.00 24 AWFSJ4-50B CABLE,COAX,1I2 IN,50 OHM,SUPERFLEX 280 $ 3.62 25%0 $ 2.72 $ 760.20 25 AW F4NM CONNECTOR,N MALE,FOR FSJ4-50B 9 $ 59,00 25% $ 44.25 $ 398.25 26 AWF4NF CONNECTOR,N FEMALE,FOR FSJ4-50B 3 $ 59.00 25% $ 44.25 $ 132.75 27 PCIS-CT50HN-MA FILTER,800-900MHZ,N MALE,FLANGE MT (OBS) 2 $ 110.97 25% $ 83.23 $ 166.46 28 PCIS-DC50LNZ-15-MA FILTER,PICKOR,15VDC,N MALE 1 $ 94.68 25%a $ 71.01 $ 71.01 29 DB8062F5-B COMBINER 1 $ 7,465.00 25% $ 5,598.75 $ 5,598.75 30 DB8062F5-B COMBINER 1 $ 7,465.00 25% $ 5,598,75 $ 5,598,75 31 DBCNRX-16AC MULTICOUPLER,806-824MHZ,16CH,AC 1 $ 51200.00 25%® $ 3,900.00 $ 3,900.00 32 DB -8922 LOAD,50 OHM,IWATT,BNC 6 $ 9.00 25% $ 6.75 $ 40.50 33 AWFIPBM CONNECTOR,BNC MALE,FOR FSJ1-50A 10 $ 13,00 25% $ 9.75 $ 97.50 34 F1PNM-H CONNECTOR,COAX,N-MALE,HEX HEAD 10 $ 21.50 25% $ 16.13 $ 161.25 35 AWF4PNR CONNECTQR,NMALE,RIGHTANGLE 10 $ 80.00 25% $ 60.00 $ 600.00 36 AWF4NM CQNNECTOR,N MALE,FOR FSJ4-50B 10 $ 59.00 25% $ 44.25 $ 442.50 37 AWFSJ1-50A CABLE,COAX,1/4 IN,50 OHM,PE FOAM 150 $ 1.66 25% $ 1.25 $ 186.75 9 MSMIMI KIT„TRUNKED SYSTEM INTERFACE(MIM) 1 $ $ 22,435.67 Price valid for 60 days from the date above. Terms: Net 30 Days Shipping: F.O.B. Destination 1 Equipment for IMC Site Addition 1 SSSG5J LICENSE,UPGD,MAX EDACS SITES 1-5 2 SSSGIR LICE NSE,UPGD,CEC/IMC MAX SITE CHANNELS 3 MSCP3W KIT,GETC,UPLINK 4 MSCE7R CABLE, BACKPLANE SHORT_ 5 MSCD1X CABLE,AUDIO 6 MSCD1Y CABLE,DATA 7 MSAAIX SOFTWARE ,AUDIO MODULE,ProVoice 8 MSAA1Y MODULE,AIC W 8 TDM BUSES 9 MSMIMI KIT„TRUNKED SYSTEM INTERFACE(MIM) Price valid for 60 days from the date above. Terms: Net 30 Days Shipping: F.O.B. Destination 1 $ Equipment for SIM and SitePro Services 172 TOS3386 Software,Prism Mastr/SIM Programming 173 RPM1132514 CABLE ASSEMBLY,FTD W CONN,AWG,10FT* 174 TOS3408 Software,ProGrammer,SitePro 175 TQ3411 Cable,Prog ram min ,SitePro Programmer 25% 3 $ 64.00 25% 1 $ 81.00 Services 1 ENGSERV Engineering Services (Up to 32 Hours) Price valid for 60 days from the date above. Terms: Net 30 Days Shipping: F.O.B. Destination 1 $ 3,015.00 10% 10 $ 1,005.00 10% 1 $ 3,000.00 25% 3 $ 25.00 25% 3 $ 64.00 25% 1 $ 81.00 25% 3 $ 30.00 107/7 3 $ 4,000.00 25% 1 $ 11,505.00 257/0 1 $ 355.00 10% 1 $ 54.00 25% 1 $ 265.00 10% 1 $ 30.00 25% 4 1 $ 1,200.00 1 0% EXTE 2,713.501 $ 2,713.50 904.50 $ 9,045.00 2,250.00 $ 2,250.00 18.75 $ 56.25 48.00 $ 144.00 60.75 $ 60.75 27.00 $ 81.00 3,000.00 $ 9,000.00 8,628.75 $ 8,628.75 S 31.979.25 319.50 $ 319.50 40.50 $ 40.50 238.50 $ 238.50 22.50 $ 22.50 $ 621.00 1,200.00 $ 4,800.00 $ 4,800.00 D TOTAL $ 229,531.75 T0: PURCHASE ORDER DAILEY WELLS COMMUNICATIONS INC 3440 E HOUSTON ST SAN ANTONIO TX 78219 Page 1 Date 9/12/08 Order No. 335972 000 OP Brn/Plt 2241 SHIP T0: CITY OF LUBBOCK RADIO REPAIR SHOP 1915 TEXAS AVENUE ATTN: JACK MORRISON LUBBOCK TX 79411 INVOICE TO: CITY OF LUBBOCK ACCOUNTS PAYABLE P.O. BOX 2000 LUBBOCK. TX 79457 BY: --------------------- Ordered 09/12/08 Freight FOB Destination Frt Prepaid Requested 09/25/08 Taken By FELIX ORTA Delivery PER J MORRISON REQ# 31504 ITB# 07 -070 -MA Description / Supplier Ite MAHM-S8DXX P5150 PORTABLE LUBBOCK COUNTY S.O HTPA9P NIMH BATTERY HTCH9E CHARGER HTNCIK ANTENNA HTAE7A COLLAR MIC HTHC7T BELT LOOP Ordered UM Unit Cost UM Extension Req. Dt 15.000 EA 1,518.7500 EA 22,781.25 09/25/08 15.000 EA 75.0000 EA 1,125.00 09/25/08 15.000 EA 97.5000 EA 1,462.50 09/25/08 15.000 EA 15.7500 EA 236.25 09/25/08 15.000 EA 101.2500 EA 1,518.75 09/25/08 15.000 EA 35.0000 EA 525.00 09/25/08 This purchase order encumbers funds in the amount of $27,648.75, for a bid awarded to Dailey & Wells Communications Incorporated of San Antonio, Texas, on September 13, 2007, in accordance with Resolution No. 2007-R0422. The following are incorporated into and made part of this purchase order by letter of ratification or Resolution No. 2007-80422. CITY OF LUBBOCK ATTEST: Torn Martin, Mayor Rebe ca Garza, City Secretary Total Order ------------------------- ---------------------- Terms 1%10, NET 30 27,648.75 TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK, TEXAS Seller and Buyer agree as follows: I . Sf LLt=R TO PACKAGE GOODS. Seller will package goods in atccardance with good commercial practice. Each shipping container shall be clearly and permanently tacked as follow.. (a) Seller's name and address, (b) Coosignee's name. address and purchase order or purchase release number and the supply agreement number if applicable, (c) Container number and total number ofcontainas, e.g. box. 1 of4 boxes, and (d) the number ofthe container hearing, the packing slip. Seller shall brat cast of packaging rimless otilawuc provided. Goods shall he suitably packed to secure lowest transportation costs and to conform with requirement of common carriers and any apphcablc specifications. Buyer's cotmt or weigh! shall be final and conclusive on shipments not accompanied by packing Leis 2. SHIPMENT UNDER RESERVATION PROHIBfT ED. Seller is not authorized to ship the goods under reservation and no tender ofa bill of lading will operate as a tender of goods. 3. TITLE AND RISK OF LOSS. The title and risk of lou ofthe goods stall am pass to Buyer until Buyer aerially gives and takes possession mf the goods at the point or points of delivery. 4. NO REPLACEMENT OF DEFECTIVE TENDER. Every lender of delivery of goods must fully comply with all provisions of this contract as to time ofdelivery, quality and the Ince. No tender is m.hde which does am fully conform, this shall constitute a breach and Seller shall not have the ng)ir to substitute a conforming tender, provided where the time for performance has not yet expired the Seller may reasonably amify Buyer ofhis intention to cure and may them make a wnformutg leader within the contract time but not afterward. S. INVOICES h PAYMENTS. a. Seller dull submit separate invoices, in duplicate, one odh purchase order or purchase release atb r each delivery. Invoices lull indicate the purrhatw order err purchase release number and the supply agreement number if applicable. Invoices tall be ifemirud and transportation charges, irony, shall be listed separately. A copy ofthe bili of lading, mad the freight waybill when apphemble, 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 enstrumars arc submitted after delivery. 6. GRATUITIES. The Buyer may, by written nonce to the Seller, cancel this contract without Liability to Seller if if is determined by Buyer that gratuities, m the form of entertainment, gifts or otherwise. were offered or given by the Sella, at any agent or representative of the Seller, to arty 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 ameadng. or the making army determinations with fesped to the performing of such a coubact. In the event this calmer is canceled by Buyer pursuant to this provision. Buyer shall be entttkd in additionto any other rights and remedies. to recover or withhold the amamt of the cast incurred by Seller on providing such gratuities. 7. SPECIAL. TOOLS d TEST EQUIPMENT. ifthe price sated on the face hereof includes the cost of any special tooling or special lest equiprnent fabricated or required by Seller for the purpose of filling this order. such special tooling equipment and any process diets related thereto shall becotne the property ofthe Buyer and to the extant feasible shall he identified by the Seller as such. 11. WARRANTY -PRICE. a. The price to be paid by the Buyer shall be that contained in Seller's bid which Seller warrants to be no higher than Seller's current process on orders by others for products ofthe kind and specification covered by this agreement for similar quantities under similar of like conditions and methods of purchase. In die event Seller br eachss this warranty, the price.; of the items shall be reduced to the Seller's cuareal prices m orders by others, or in the alternative. Buyer may cancel this rampart without liability to Seller for breach OF Seller's actual expense. b. Tbc Seller warrants that no person or selling agency has been employed or retained to solicit or same this coumact upon on agreement or understanding for ranmussiot, percentage, brokerage, or contingent fee excepting bona fide employes of baa fide established commercial or selling agencies maintained by the Seller for the purpose of securing business. For breach of Ykintim of this warranty the Buyer shall have the right in addition to any otha right of rights to cancel this contract without liability and to dedsd from the contract price. or otherwise recover without liability and to deduct from the rxmtract price. err otherwise recover the full amount of such commission, percentage, brokerage or contingent fee. 9. WARRANTY -PRODUCT. Seller shall not [unit or exclude any implied warranties and any attempt to do so shall tender this contract voidable at :her option of the Buyer. Sella warrants that the goods furnidted will omform to the specification- drawings, and descriptions listed in the bid invitation, and Ion the sample(O furnished by the Sella, if any, In the event ofa conflict or between the specifications, drawings, and descriptions, the specifications shall govern. Notwithstanding my provisions contained to the contractual agreement, the Sella represents and warants fault -free performance and fault -free result in the processing date and date related data (including. but no limited to alcutaling, comparing and sequencing) of dl hardware, software sad firmware products delivered and services provided under this Contract. individually or in combination. as the case may be from the effrctive date of this Contract. Also, the Seller warrens the year -2000 calculations will lin recognized and accommodated and will not, in any way, result in hardware. soRwarr orfirmware failure, The City of t.ubbock. at its sole option, may require the Seller, at any time, to demonstrate the procedures t intends to follow to order to comply with all the obligations contained heron. The obligations contained herein apply to products and services provided by the Seller, its sub -Sella or any thud part) mvotved in the treason or development ofthe 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 ofany of its rights funder the law and under this Contract including. but nor limited to, is right pertaining to lamination at default, The warranties contained herein are separate and discrete from any other warranties specified in this Contract, and at not subject to any disclaimer of warranty• implied or expressed, or limitation ofthe Seller's liability which may be specified in this Contract, its appendices, its schedules, its amtexes or any docutneut ncorpormed 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. Departmatl of Labor under the Occupational Safety and Health Act of 1970. in the event the product does not conform to OSHA standards, Buyer tray 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 tittle. correction made by Buyer will be it rte Seller's expense. IL NO WARRANTY BY BUYER AGAINST INF1i1NGEMENTS. As past of this contract for sale Seller specs to ay.,e twin whether goods manufw1ur t in accordance with the specifications aaached to this agreement will give rise to the rilll tfal claim of any third person by way of infringement of the like Buyer makes no warranty that die production of goods according to the specification will not give rise to nuc$ a claim, ad in no event shall Buyer be liable to Seller for indemnification in the event that Seller is sued on the grounds of infringement of the like. If Seller is of the opinion that an infringement or the like wil I 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 Lable for the infringement or the like, Seller will save Buyer harmless. If Seller in gond faith saceRains the production of the goods in accordance with the specifications will result in infringement or the like, the conhaot shall be null and void. 12. RIGHT OF INSPECTION, Buyer shall have the right to inspect the goods at delivery before accepting diem. 13. CANCELLATION. Buyer shall have die right to cancel for default all of any part of the undelivered portion of this order if Seller breaches any of the terms hereof including warranties of Seller or [(the Seller becomes insolvent or commits ups of bankruptcy. Such ri& of raneelli iea is in addition to and not in lieu orally other remedies which Buyer may have in law or equity. 14. TERMINATION. The petfanimisre of work under this order may be terminated in whole, or in part by the Buyer in accordance with this provision. Termination of work hereunder shall be effected by the delivery of the Seller ofa'Notice of Termination" specifying; the extent to which performance of workunder the order is terminated tad the date upon which such termination becomes effeaivc. Such right or termination is in addition to and std in lieu of the rights of Buys as forth in Clause 13, berrin 15_ FORCE MAIEURE. Neither party shall be held responsible for tropes, resulting if the fulfillment army corms of provisions of thin contract is delayed or prevented by any cause ant within the control ofthe party whose performance is interfered with. and which by the exercise of reasonable diligence said party is unable to prevent 16. ASSIGNMENT -DELEGATION. No tight or interest m this contract shall be assigned or delegation of any obligation trade by Seiler without the written permission ofthe 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 ofa breach of this cataract can be discharged in whole or in pat by a wsiva orronuncution of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. Ie. INTERPRETATION-PAROLF 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 pat of his bid, is intended by the patties as a final expression of their agtcemml and intended also as a complete and exclusive statement of the terms of thew agreement. Whatever a term defined by the Uniform Commercial Code is used in this agreement, the defmitim cantamod m the Coder a to control, 19. APPLICABLE LAW. This agreement shall be governed by the Uniform Commercial Code. Where ever the tam "Uniform Commercial Code" is used, it dell be construed as meaning the Uniform Commercial Cock as adopted in the State of Texas as effective and in force on the dm1e of this agreement. 20. RIGHT TO ASSURANCE. Whenever erre pasty to this cant in good faith has reason to question the other pany's intent to perform he may demand dna the other party give written l uurance of his iateat to perform. In the event duns demand is made and no a^ mace is given within five (5) dayx,. the demanding party may heat this Gilhue as m anticipatory tepudiuion of the casntract. 21. INDEMNIFICATION- Seller shall indemnify, keep and save barites the Buyer, its agents, officials and employes, against all injuries, deaths, loss, damages, claims. patent claims, suits, liabilities, judlpactits, costs and expenses. which may to anywise accrue against the Buyer in consequence of the granting of this Contract or which may myw ise result therefrom, whether or not it shall be alleged or determined that the pct was caused through negligence of omission of the Seller or its employees, or of the subSelicr or assignee err its employers, if my, and the Seller dull, 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 my judgment shall be rendered against the Buyer in my such action, the Seller shall, at its own expenses, sat isfy and discharl;e the sane Seller expressly utndenunds 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 heron provided.. 22. TIML: It is hereby expressly agreed and understood that time is ofthe essence for the performance of this contract, and failure by contract to meet the tune specifications of this agreement will clause Seller to be in default of this agreement. 23. MBE, The City of Lubbock hereby notifies all bidders that m regard to any contract entered into pursuant to this request, minority and women business enterprises will be afforded equal opportunities to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, sex or natural origin in consideration for an award Rev. 08.12005 T0: PURCHASE ORDER DAILEY WELLS COMMUNICATIONS INC 3440 E HOUSTON ST SAN ANTONIO TX 78219 SHIP T0: INVOICE TO: CITY OF LtiBBOCK ACCOUNT5PARABLE P.O. BOX 2000 Lt BBOCK, TX 79457 BY: Page 1 Date - 11/06/08 Order No. 338864 000 OP Brn/Plt - 2241 CITY OF LUBBOCK RADIO REPAIR SHOP 1915 TEXAS AVENUE ATTN: JACK MORRISON LUBBOCK TX 79411 Ordered - 11/06/08 Freight - FOB Destination Frt Prepaid Requested 12/05/08 Taken By FELIX ORTA Delivery - PER J. MORRISON REQ# 31848 RFP# 07 -070 -MA Description / Supplier Ite MAHG-S8MXX MOBILE RADIO MAHG-PL3R 800 SYSTEM GROUP MAHG-ED EDACS RADIO MAHG-CP7W CONTROL UNIT MAHG-MC7T MIC MAHG-ZN5X ACCESSORY KIT Ordered UM Unit Cost UM Extension 51.000 EA 1,342.5000 EA 68,467.50 51.000 EA 161.2500 EA 8,223.75 51.000 EA 888.7500 EA 45,326.25 51.000 EA 382.5000 EA 19,507.50 51.000 EA 60.0000 EA 3,060.00 51.000 EA 270.0000 EA 13,770.00 Req. Dt 12/05/08 12/05/08 12/05/08 12/05/08 12/05/08 12/05/08 This purchase order encumbers funds in the amount of $158,355, for a bid awarded to Dailey S Wells Communications Incorporated of San Antonio, Texas, on September 13, 2007, in accordance with Resolution No. 2007-R0422. The following are incorporated into and made part of this purchase order by letter of ratification or Resolution No. 2007-R0422. CITY OF LUBBOCK <z��! te� Tom Martin, Mayor ATTEST: Rebec Garza, City Secre Total Order ---------------------------------------------------- Terms 1%10, NET 30 158,355.00 TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY Of LUBBOCK, TEXAS Salter and Buyer agree as follows: i. SELLER I'O P' \C'IC\GE GOOD$ Seller will rackaage yords m accordance w,th good cmmnrrcial prtchce. Each .bippang eviN.aner shall by efrarly :and perms++ently marked as folloux lal Seller's name aid address, (hi Consignee's rime. address.md puraNue order or punhase rtlease number and I he suppfy ;sgreen*ant number it' applicable, lc) Cuntmner number and t+9tal number of conlaners, a g. box I .d'4 Mixes, and td) the number of the container hearmey the packing slip, Seller shall bear cost of packaging unless nthenvisc provided, Goods ,;hall lie sur laisly I:,cked to secure raged traunsporialuon crusts and to confrm with requirements of common carriers andam• applicable.,pecifications Buy=er's count or weighl shall he final and enrciasne on shipments nut accumnpantel by. packing lists. 2 S"IPNIENTLNDFRAUSERVATIO'%PROHIBl'l'ED, Seiler is nor aurhanzedtoship the ;:gr ids under ;:csen atom and lie ten=der ofs. hill of lading s+ i II operate as a tender of goods. J TITLE AND RISK OF LOSS. The title and risk of loss ol•the goods shall otl pass to Buy until Buyer actually receives and takes pix, vision oFlhe goods al the prior or points of deli very. a NO REPLACEMENT OFDEFECTIVE TE\DER. Every tender ofdel,stryergotdsmust nilly comply wdh all pnmr000s nfnns ctmlrio as future 0f LIdIavev. qu,dary and ilia like. ir,a tender is trade whtch does nut rally conform, this shall constilute a hietch and Seller ;hall not line the npht to subshntre a conforming order, pros ided, chert the time for performance his nal yef expired, the Seller may re:usunahly nalrBuyer of his mleghon to cure and may then maker confirming lender within the comract lime hot not afersv,rd. 5. INVOWLSid PANNIENI'S. a Seller ;h„dl suhmit separate awnices, in duplicate, one each purchase nyder or purchase release after cash deh%ery. Invoices shall indicate the purchase order or purchase release number and the supply agreement number d'applicable Invoices shall be itemized and rr.mspunat on charges. rf any. ,hall he Imed.aeparately. A copy of the hili of lading, and the P'rcaglit t+.ryhdl +vhen .npplsc.able, should be allached to the invoice. Marl Tu: Accounts Payable, City or 1.rbhock, P D. Box 1x1!1, Lubbock, Texas T1457. Payment shall not be due amid the above anslruments art %ubmittod after delivery. a_ GRATL ITIES. -rhe Buyer may, by wrvlten nolce to the Seller, cancel this conirct walsitut liability to Seller if n w defermmrd by Buyer that grarnntes, in the Form of entertamment, gills or ofhen.aa,e, wire offered or gr+en Uy the Seller, or any .agent or represenlat9ve of rhe Seller, to any officer air employri of rhe City of Lubbock with a view to securing a contract or securing F,onrable treatment with respect to rhe a+vardiog or aincrubi or the making ofany determinations with respect to the Ierf rming of such a Lunlr.ict. In the event This contract is canceled by Buyer pursuant io rhis provision, Buyer hall he entitled, m,dditron to ,any other rights and remedies, to recover or withhold the amount of the cost incurred by Seller in providuog such gratuities. 7. SPECIAL rOGLS & TEST EQUIPMENT If The price stated on the face hereof rachides the cost of any special tooli ng or special tett vlu tenni Kibncated or required by Seller for this purpose of if Hing Ibis order, such special tooling equipment and any process sheets related thereto shall become the property of the Breyer and to the exlent feasible shall be idents fed by The Seller as such. I WARRANTY -PRICE. a, tie price to be paid by the Buyer Shill he ]hal corm atr ed in Seller's bid which Seller w,urants to he ao higher than Seller's current process on orders by others rer products of the k int and ipecific.nnn covered by This agreement fur sum lar quailtlies under similar of like cnoditarns and meth,ds of purchut. In the event Seller breaches this warranty, the prices of the nems shell he reduced Cr the Stllrr's uimenl pnces.m orders by �rlhers. ar m the allernallYe. Bllytl' 19Y1y Gnl't111tIS eonrfael V411hnar lab+Joy ro Sadler fur hreatch rr Seller's .Moral expense. b rhe Seller warrants that ria person orr,elh oit agency hat been employed or retained to sohcul er:cecure, this ronlract upon an agreement ur understanding for comnusswn, percentage, hwkemgt, or connn;rnt fee excepting bona tide 011pinyere orrP a fide e,lablished commercial or wrling agencies maintained by the Seller for the purpose orsecunng business. I or ireach of vuaarion orthis warranty the Buyer ,hall have the right +n addlon lu any ether n•,ht cif rights to cancel this contract wrrhaxn habahty .Ind to,kiducl frim the centrad price, -r otherwise recover without liability and to deduct from the a:ontrct price, or otherwise recover rite f di amount of ouch com rnioavo, percentage, brok+vage or contingent Ice. `j. W +,RRANTY-PRODUCT. Seller shall not limit or exclude ,any implied warranhcs and any attempt is de so shall render [his conlrad rurdable at the option of the Buyer Sege; tvamanls haat ti -e gZoods fami.,lted till i:oatlorrn it the ,pecs6vation. drawmys, aid descriptions listed in the bid um ration, and to the ,auipr Ys) frrotshed by the .Seller, f arty, In the e%ont 43 conflict or'enceen the spec,rcahons, drawings, and de,cnpi. the specrl'rcunons shall go+em N n+s lh=dand:ng any pun isanns conlannd in the eorrracl of agreement, the Seller represents . oil tt afare, guilt -tree pertonnance rid f,tull4ree result in the prv;cssiog date and Talc related lea i owl-uding, but not landed to calculating, comparing and uxiuterscirgl of ill hardware, ,aalw.ue .wd lirm,%are products deli%cved and services provided under this Ct,niracr, ndn:duwlly or in cconlur min, as the case may, he from the eBectrsc date ofthas Contract \,o, the Seller warrants the y ear2ts)(1 c.liculatinns tuft he rcengnrzed and wcommudalei and -:1 int, ill anv way. result act hardware. soft are or firmware failure The ('try of Luhhock, at , "!-pi uo. n+,IY aequne lire Seiici..n .acus i i•e, wdrnnins,i,ue Jar t;riwrdi,; cs,c inicri - toltuw ,n order to comply. unh Al tire ohit{.anori contained herein Tl+e uhtigamuns contaoed I ereon ,ippiv to prndiwis ,and sen ices procidd hr the Seller, its sut>-Seller or any third parry rnrnleed in the creation or ,ke elof ri of the products and secs ices to be dolt serd lac the ('try ,J` Lubbock ander this ('eelrxl. Fidure ro e,mrply ,vtth any rf the nhli_,ations conrained l'oeu% may ,-it in the C'iry or L,ihbock .narlmg nselfri cif ors rights •oWer be U,v,md wider Ihu; ConVao mchirdutg, but root Iumted to, :Is right pertaining to tennlnahon or default ll,r ++,uramres curttaut<J hca'ein are ;cparate and +hscrcte from any sober warr.ua:es ;jxcdled on this C,F.Irlel. .olid •II'e n,+l suhrecf tinny disc launer nF wartanh. +ngtlard ur ewprrutd,. nr I r+rlairua ti rhe Seller's r:ahihty ewh+ch naay he ,pei:+l itxd in [hs C=amracL n5 apperdices, its citedulr,, d, annr.es nr any ducanerent rcorpiovatrd .n this Cantr.icr by rclyrenu 10 S \FETY WARRANTY Seller warrants Thar the product sold to the Buyer shall ennftm+ to the.maridavds promulgated by the L S Deparrmcint of Labor under the Occup.worial Sai and Health ,1ct of 1170. In the event the product does not confuam to OSH.k standanix, Bayer n*ay return the product for correction of replacement al the Seller's expense In the esoar[ S.Iler Citls m make the appropnale correction walhm a reasonable time, correction made by Buyer ,,,It beat the Seller's cxperi I I. NO WARRANTY BY BIATR AGAINSTiNFRiNGE\ff\TS As part of lb,i omtracr for sale Seller agrees to ascertam uhclher goods manufactured in accordance +, a:9 the specrfcanons attached to thus tgreemil will gyre rise to the rightful cl ir+ of,viv lh,rd per%o t by way of allongement ofthe like. Buyer makes no warranty that the pred.,cino of _cods .,ccurding to the spectfcatuun gill net gee rise to such a claim. .trd :n oi• c"irtl shill Buyer lie habfe to Seller for indi mmAcatrun in the event that Seiler is suedn the grounds of illlnngement of the like. if Seller is of the apinion that an infringement or the like call result. he will notify the Buyer to Ibis effect in writing within two ueeks,ttler lite sigmn;q of this awtxcr t IrBuyer does nut recctvc notice and is subsequently field Kahle lir the oofruagentenl or the like, Seller will :cave Buyer harmless. If Sel)er m yuxad Cuth a.,certams Ihae production of Ike goods in accordnce wnh the specifications will result in :n1i nFement or the hkc, the contract :hail be oult and void I? RIGFrT OF INSPECTION Buyershall have the richt to inspect the gnu+ds it delivery 1+eforo accepting them. 13 C \VCELLATIIIN Buyer shall have the ragh9 to cancud For defealt all or.imp.M of the undebccred pnntoo of thus under of Seller breuhts any of the terms hereof occluding w.i.rarities of Seller or, rthe Seller becomes msol'verit or commits acts of bankruptcy. Such right of cancellation is in addition to and not in Leu of any other remedies wh+ch Buyer may have in law or equity. 14 TERMINATION. The performance orwork under thus order may toe terminated in whole, or m part by the Buyer in accordance wdh this provision. Termmudon of work hereurtder shall he Olected by the dehvery of the Seller ora "Voice aFTemunalwo” specnFyrng the "join to Witch performance orwurk under the order is term crated and the date upon w Incl such termination becomes effective Such right it ternrmation is in addition 1a and not in lieu of the njdats of Buyer set forth in ('latae 13, herein. 15. FORCE NIMEURE. Neither party shall be held responubbe 1°or losses, resuhmg tf the; fulfillment of any terms of provisions of this contract is delayed or preecnted by ane cauwe not within the control of Ilse party whose performance is interfered with. and which by the exercise of reasonable diligence said party is unable to prevent 15, ASSIGNMENT -DELEGATION No right or interest in this contract shall be assigned or delegaalinn of,my obligation made by Seiler wnh out the written permi4;mn of doe Driver .\nv altempted ,a<sngnntent or delegation by Seller shall be wholly surd and Intalty ineffective for all pa,cp ose unless made in conformity with this paragraph_ 17 WAIV LR. No claim tar right arising out of a breach of this contract can he discharged in vsh ole or in part by a waiver or renunciation orthe claim it right unless the wits or or renunciation is :,atppunted by consideaation and is in writing mgned by the aggrieved party, 18. INTFRPRETA'rION-P.\ROLE EVIDENCE. this wribri plusany specifwarions for bids and performance provided by Buyer in its advertisement for bids, and any other documents provided by Sailor as part of his hid, is intended by the parties as a fmal evpressunt of fluor a *regiment =41 attended also aq it complete and exchusn'e.latement or the terms of d•.cir agreenem. W'lx:aever:a form ukFined by the Uniform Commercial Cade is used in TI'r agreement, the dttindnon contained in the Coale is to contml. I1. .%PPLIC'41BLF LAW' flus agreement shill be govemed by the L'nufotn Commercial tide. Where over the form "Uniforrn Commercial Code" is used, ,t shall be cunnti as meamaj, the L'mfernt Commercial Code as adopted in the Stale uf" resas,ts eMetive and in force nn tha date of This agreement 20 RIGHT 'I'O ASSURANCE. Whenever one party to this corract in good faith has reason to question the other party's ileal to perform he may demand that the other parry nova wntten .assurance of Itis antero to perform. In the event that a demand is anode and no asssrance is inert within rive 151 drys, the demanding party may treat this fag lure jam anticipatory repudiahan of the contract. 71 I.NDEIINIFICATION. Seller ,,Fall oderini keep and save hamdess the Barger, its agents, officials and employees. agaltsa all anirnes..lealhs, lows. damages, claims. patrol cl.ums. ,airs, liabilities. judgments, maws and a+penses, oluch may in anywise accrue al,unst the Buyer to consequence of the granting uFthis Cortrct or +vhi.h may any+visc rer,ult therefrom, sshether of not it shall he allviged or dttermmed that the act gas caused through neghgonce is iimi, .eon rf the Seller or its emphu+ea, or of the NullSeiler or r-signce ;it as cmplryees, i F.Iny, u:d the .Seller hall. ,r his own expense. appear, delend and pay�ill charges of,utor s..arid old Lusts and other expenses arising, therefrom of incurred m connection herewith. aid. if my jodailent ,hall be rendered agatnt the Suver in any cath .Mon, the Seiler shall, at its u,•,a :,pervws, +,llisfy and discharge the sane Seller expressly understands and agree.., that arty hand roquirrd by this contract, orotherwase provded his Seller, shill in ria •s,ty limit the rn+p,in..aha hfy to ;rdemnify, keep and save harmless and defacil the Buyer ,w herein prow ided. ._ TIME it is hereby c+pressiy.agreed and wder.hstd tial tnmt is ol` the es:.enee fr 1 h performance of this contract, and failure by conlraet it, neer the time speedicatnons ol'lhis agreement -.sort cause Seiler to be an default of this agreement 17 11RE The Can• of I-ul,hock hereby motiles all haddtrs that in regard to any corlrael entered into ponuatir to this request, mmnrity and women Nisntess ersnprrses will be �llar,kvl cgo.fl ,,pporfunines to subnnt bads in rrsportse In [his invdalann ,and ,:sill not ht discnmoratd against tun the grounds of race, color..,ex or natural ongin act consideration for an award, Rim 0812+)(15 TO: PURCHASE ORDER DAILEY DELLS COMMUNICATIONS INC 3440 E HOUSTON ST SAN ANTONIO TX 78219 Page Date Order No. Brn/Pit - SHIP TO: CITY OF LUBBOCK RADIO REPAIR SHOP 1915 TEXAS AVENUE ATTN: JACK MORRISON LUBBOCK TX 79411 INVOICE TO: CITY OF LUBBOCK ACCOUNTSPAYABLE LUBBOC& TX 79457 BY: 1 11/19/08 339575 000 OP 2241 --------------------------------------------------------�------------------------- Ordered - 11/19/08 Freight - FOB Destination Frt Prepaid Requested - 12/15/08 Taken By - FELIX ORTA Delivery - PER J. MORRISON REQ# 31855 RFP# 07 -070 -MA Description l Supplier Ite Ordered UM Unit Cost UM Extension Req. Dt HT717OT81X P7100 7.000 EA 1,515.0000 EA 10,605.00 12/15/08 HTED FEATURE 7.000 EA 821.2500 EA 5,748.75 12/15/08 HTNCIK ANTENNA 7.000 EA 15.7500 EA 110.25 12/15/08 HTPL3R 800 SYSGRP 7.000 EA 153.7500 EA 1,076.25 12/15/08 HTAE7A MIC 7.000 EA 101.2500 EA 708.75 12/15/08 HTHC7T BELT LOOP & SWIVEL 7.000 EA 26.2500 EA 183.75 12/15/08 HTCH9E CHARGER 7.000 EA 97.5000 EA 682.50 12/15/08 HTPA9P BATTERY 7.000 EA 75.0000 EA 525.00 12/15/08 HT715OS81X P7100 28.000 EA 1,365.0000 EA 38,220.00 12/15/08 HTPL3R 800 SYSGRP 28.000 EA 153.7500 EA 4,305.00 12/15/08 HTED FEATURE 28.000 EA 821.2500 EA 22,995.00 12/15/08 HTPA9P BATTERY 28.000 EA 75.0000 EA 2,100.00 12/15/08 HTCH9E CHARGER 28.000 EA 90.0000 EA 2,520.00 12/15/08 HTNCIK ANTENNA 28.000 EA 15.7500 EA 441.00 12/15/08 HTAE7A MIC 28.000 EA 101.2500 EA 2,835.00 12/15/08 HTHC7T BELT LOOP & SWIVEL 28.000 EA 26.2500 EA 735.00 12/15/08 HTHC7N CASE 35.000 EA 97.5000 EA 3,412.50 12/15/08 This purchase order encumbers funds in the amount of $97,203.75, for a bid awarded to Dailey & Wells Communications Incorporated of San Antonio, Texas, on September 13, 2007, in accordance with Resolution No. 2007-R0422. The following are incorporated into and made part of this purchase order by letter of ratification or Resolution No. 2007-R0422. CITY OF LUBBOCK ATTEST: Tom Martin, Mayor Rebecca Garza, City Secretary Tota der ------------------------------------------------------------------------------------- Terms 1%10, NET 30 97,203.75 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 package goods in accordance with good commercial practice. Each shipping container shall be clearly and permanently narked as. follows (a) Seller's name and address, (b) Consigrhee's name, address and purchase order or purchase release number and the supply agreement number if applicable, (c) Container number and total number of containers, e.g. box I of 4 boxes, and (d) the number of the container bearing the packing slip. Seller shall bear cost of packaging unless otherwise provided. Goods shall be suitably packed to secure lowest transportation costs and to conform with requirements of common carriers and any applicable specifications. Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not authorized to ship the goods under reservation and no tender of a bill of lading w.;l operate as a tender of goods. 3. TITLE AND RISK OF LOSS. The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods at the point or points of delivery. 4. NO REPLACEMENT OF DEFECTIVE TENDER. Every tender of delivery of goods must fully comply withal] provisions of this contract as to time of delivery, quality and the like, if a tender is made which does not fully conform, this shall constitute a breach and Seller shall not have the right to substitute a conforming tender, provided, where the time for performance has not yet expired, the 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 snhmit 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. 0. Box 2000, Lubbock, Texas 79457. Payment shall not be due until the above instruments are submitted after delivery. 6. GRATU[TIES. The Buyer may, by written notice to the Seller, cancel this contract without liability to Seiler if it is determined by Buyer that gratuities, in the farm of entertainment, gifts or otherwise, were offered or given by the Seller, or any agent or representative of the Seller, to any officer or employee of the City of Lubbock with a view to securing a contract or securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performing of such a contract. In the event this contract is canceled by Buyer pursuant to this provision, Buyer shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by Seller in providing such gratuities. 7. SPECIAL TOOLS & TEST EQUIPMENT. If the price stated on the face hereof includes the cost of any special tooling or special test equipment fabricated or required by Seller for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the Buyer and to the extent feasible shall be identified by the Seller as such, B. WARRANTY -PRICE. a. The price to be paid by the Buyer shall be that contained in Seller's bid which Seller warrants to be no higher than Seller's current process an orders by others for products of the kind and specification covered by this agreement for Similar quantities under similar of like conditions and methods of purchase. In the event Seller breaches this warranty, the prices of the items shall be reduced to the Seller's current prices on orders by others, or in the alternative. Buyer may cancel this contract without liability to Seller for breach or Seller's actual expense. b. The Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission, percentage, brokerage, or contingent fee excepting bona tide employees of bona fade established commercial or selling agencies maintained by the Seller for the purpose of securing business. For breach of viciaiton 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 deduce 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 tender 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 comt7ict 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, saRware 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 yci rV= 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 aro 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 Ccniract, its appendices, its schedules, its annexes or any document incorporated in this Contract by reference. LO. 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 [a 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 rightful claim of any third person by way of infringement of the like. Buyer makes no warranty that the production of goods according to the specification will not give rise to such a claim, and in no event shall Buyer be liable to Seller for indemnification in the event that Seller is sued on the grounds of infringement of the like. If Seller is of the opinion that an infringement or the like will result, he will notify the Buyer to this effect in writing within two weeks after the signing of this agreement. If Buyer does not receive notice and is subsequently held liable for the infringement or the like, Seller will save Buyer harmless. If Seller in goodfaith 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 lire right to inspect the goods at delivery before accepting them. l3. 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 Se ter or if the Seller becomes insolvent or commits acts of bankrupicy. 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 shall be etTected 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. 15. FORCE MA]EURE. Neither party shall be held responsible for losses, resulting if the fulfillment of any terns 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. 16. 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 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. [a. 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. 14. APPLICABLE LAW. This agreement shall be govemed by the Uniform Commercial Code. Where ever the term "Uniform Commercial Code" is used, it shall be construed as meaning the Uniform Commercial Code as adopted in the Stale of Texas as effective and in force on rhe 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 demandthat 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) stays, the demanding party may treat this failure as an anticipatory repudiation of the contract. 2I. 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 attorneys and all costs and other expenses arising therefrom of incurred in connection therewith, and, if any judgment shall be rendered against the Buyer in any such action, the Seller shall, at its own expenses, satisfy and discharge the same Seller expressly understands and agrees that any bond required by this contract, or otherwise provided by Seller, shall in no way limit the responsibility to indemnify, keep and save harmless and defend the Buyer as herein provided. 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 OF natural origin in consideration for an award. Rev. 08/2095 CITY OF LUBBOCK Y o Page - 1 U R C H A S E ORDER Date 3/13/09 MOrder No. _ 344690 000 OP 8rn/Plt 2241 TO: DAILEY WELLS COMMUNICATIONS INC 3440 E HOUSTON ST SAN ANTONIO TX 78219 SHIP TO: CITY OF LUBBOCK RADIO REPAIR SHOP 1915 TEXAS AVENUE ATTN: JACK MORRISON LUBBOCK TX 79411 TO: CITY OF LU3BMK ACCOUNTS PAYABLE I P.O. BOX 2000 LL'BBOCK, TX 79437 BY. ------------------------------------------------------------------V-11 Ordered ---Ordered 03/12/09 Freight - FOB Destination Frt Prepaid Requested - 03/12/09 Taken By - FELIX ORTA Delivery - PER M. LONG REQ# 32456 CONTRACT # 07-070MA Description / Supplier Ite Ordered UM -- Unit Cost ----------- UM - Extension KE8MTD ---------------- 500M RADIO ----------- 15.000 EA 888.0000 EA 13,320.00 KEPLIZ EDACS EMERGENCY 15.000 15.000 EA EA 165.0000 86.2500 EA EA 2,475.00 1,293.75 KEPL3A KEMK3Y DYNAMIC REGROUP TRUNK MOUNT KIT 15.000 EA 285.0000 EA 4,275.00 KEMC7T MIC 15.000 EA 60.0000 EA 900.00 KE8MTD 500M RADIO 4.000 EA 888.0000 EA 3,552.00 660.00 KEPLIZ EDACS FEATURE 4.000 4.000 EA EA 165.0000 86.2500 EA EA 345.00 KEPL3A KEMK3Y DYNAMIC FEATURE TRUNCK MOUNT KIT 404 EA 285.0000 EA 1 KEMC7T MIG . EA 60.0040 EA 240.00 Req. Dt 03/20/09 03/20/09 03/20/09 03/20/09 03/20/09 03/20/09 03/20/09 03/20/09 03/20/09 . 03/20/09:_ This purchase order encumbers funds in the amount of $28,200.75, for a bid awarded to Dailey & Wells Communications Incorporated of San Antonio, Texas, on September 13, 2007, in accordance with Resolution No. 2007-R0422. The following are incorporated into and made part of this purchase order by letter of ratification or Resolution No. 2007-R0422. CITY OF LUBBOCK �fA$'W Tom Martin, Mayor ATTEST: Rebe a Garza, City Secretary Total Order ---------------------------------------- Terms 1%10, NET 30 28,200.75 TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS Sellar and Buyer agree as follows: CITY OF 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 fa) Seller's name and address, Ib) Consignee's mune. address and purchase order or purchase release number and the supply agreement number if applicable. (c) Container number and total number of evntamers, e.g, box I of 4 holes, and (d) the number of the container bearing the packmgslip, Seller shall hear cost of packaging unless otherwise provided Goods ,tall be suitably packed to secure lowest transportannis 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 L.NDE R RESERW'ATION PROHIBITED. Seiler is not authorized to ship the goods under reaervatim and no lender ofa bill of lading will operate as a tender of goods. 3. TI rLE AND D RISK OF LOSS. The tine and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods All the point or points of delivery. 4. NO REPLACEMENT OF DEFECTIVF TENDER. Every lender ofdelivcryofgoods must fully comply with all provisions of this contract as to lime of delivery, quality and the like. If a tender is made which does not fully conftran. this shall constitute a breach and Seller shall not have the right to substitute a conforming lender, provided where the time for performance has not yet expired, the Seller may reasonably notify Buyer of his intention to cure and may then make a conforming tender within the contract time but not afterward S. INVOICFSA PAYMENTS. a. -Seller shall submit separate invoices, in duplicate, one each purchase order or purchase release ager each delivery. Invoices shall indicate the purchase order or purchase release number and the supply agreement number if applicable. Invoices shall be itemized and rransporation changes, if any, shall be listed separately, A copy of the bill of lading, and the fieighl 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 art 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 my 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 tin 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 Seiler to providing such gratuities, T SPECIAL TOOLS & TEST EQUIPMENT. if the price stated on the face hereof includes the coat ofany special tooling or special test equipment fabricated or required by Seller for the Purpose of filling this order, such special tooling equiprrwnt and any process sheep related therein shall become the property of the Buyer and to the extent feasible shall he identified by the Seller as such. g. WARRANTY -PRICE. a. The price to he paid by the Buyer shall be that contained in Sella's bid which Seller warrants to be no higher than Seller's current process tin orders by others for products of the kind and spec ifncati n covered by this agreement for.cmnilm quantities under sinilm of like conditions and utehods of purchase. In the event Seller breaches this waranty, the prices of the items shall be reduced 10 the Seller's current pnces on orders by other, or in the alte'nutive. Buyer may cancel this contract without liability, to Sella far breach orSeller's actual expeax. b. The Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon ao agreement or understanding for commiasiun, centa perge, brokerboom age, or contingent fee excepting bm fide employees ofbon t tide established commercial of selling agencies maintained by the Sella for the purpose ofsecuring buaiarsa. For ht asci o(viciatiaa of thia waaraml] urn Buyer shall have the tight in addition to my other right of fights to cancel this contract without liability and to deduct from the contract price, or otherwise recover without liability and to deduct ftm the contract pore, or otherwise recover the fullamount of su h commissicin, percentage, brokerage or comtirrbnmt fee. WARRANTY -PROD( CT. 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. Seiler warrants that the goods furnished will conform to the specification, drawings, and descriptions listed in the bid invitation, and per the samplels) fittrtiahad by the Seiler, if any. In the everstof a conflict' or between the specifications, drawings, and descriptions. the specifications shall govern. Notwithstanding any provisions contained in the contractual agreement. the Seiler represents and waruits fault -free performance and fault -free result rn the proemmg date and date related data linclyding. but not limited to calculatung, compering and sequeocmg) of all hardware. wftware .tad firmware Products ddelivettd aril services provided under this Coa nscL urdividrully of m ct)mbmmin. as the cane miry be from the effective dare of this Contract. i1so, the Seller warrants they earY)OO calculanoxrs will he recognized and accommodated and will not, many way, recur in hardware, wttwafe or firmware failure. The ('try of Lubbock. at Its sok option, ray require the Seller. at miry rime, to drntonspate the procedures it intends to follow to order to Comply with all the obligations contained hereun. rhe obligation contained herein apply to products and services provided by the Seller, its sub -Sella or any third party involved it the creation or development of the products and services to be delivered to the City of Lubbock under this Contract. Failure to connply with any of the obligations contained herein, may result on the City of Lubbock availing itself of any of its rights under the law and under this Contract including, but not hmited to, its right pertaining to lermusi tion or default. The warranties contained herein are separate and discrete from ;sty ,filter warmaties specified in this Contract. and ate not subject to any disclaimer of warrmty. implied or expressed or lirmtation of the Seller's liability which may be specified in this Contract, its appendices, its schedules, its annexes or any document incorporated its this Contract by referenxr. LUBBOCK, TEXAS 10. SAFETY WARRANTY, Seller warrrnis 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 :%d of two. In the event the product does not conform to OSHA standards, nuyer may return the Product for cornectiop of repiacement at the Seller's expense, la the event Seiler fails to snake 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. .0 pan of this contract for sale Seller agrees to ascertain whedrta goods mmufactured in accordance with the specifications attached to this agreement will give rix to the rightful cfadin of any third person icy way of infringement of the like. Buyer makes no warranty tha the production of gmb accotrlgtg to she 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 tie opinion that an infringement or the like will result. he will notify the Buyer to this effect in writing withal two weeks alter 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 hnmlicits, If Seller in good faith ascertains the production of the goats in acurdanee with the specifications will result in mfringon cot or ilte like, the contract shall be null and void 12. RIGHT OF INSPECTION. Buyer shall have the right to inspect the goads at delivery before accepting them 13. CANCELLITION. 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 Seller or if the Seller becomes insolvent or commits acts of bankruptcy. Such right of cancellation is in addition to and not in lien of any other remedies which Buyer may have in law or equity. 14. TERM IN,ITION, The performance of work under this order cosy be terminated in whole, or in par by the Buyer in accordance with this provision. Termination of work hereunder shall be effected by the delivery of the Seller of s "Notice of Termination" specifying the extent to which performance Of work under the order is terminated art, the date upon which such termination becomes effective. Such right of termustton. is in addition to and not it lieu of the rights of Buyer son forth in Clause 13, herein. 15. FORCE MAJEL RE. Neither party shall be held responsible for losses, resulting if the fulfillment of any terms of provisions of this contract is delayed or prevented by any cause not within the control of the patty 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 of any obligation made by Seller without the written permission of the Buyer. Any attempted assignment of delegation by Seller shall be wholly void and totally ineffective for all purpose unless made in conformity with this paragraph. 17. W:krVER, No claim or right arising out ofa 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 Munciatior is supported by Consideration and is in writing signed by the aggrieved party, J& 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 Sella as part of hie bid, is intended by the patties as a final expression of their abreennent and intended also as a complete and exclusive statement of the terms of their agreement. Whenever a tern defrntd by the Uniform Commercial Code is used in this agreement. the defmitim contained in the Curie is to conmot. 19. APPLi(7.1BLE LAW_ This agreement shall be govemed by the Uniform Commercial Code. Where ever the term "Uniform Commercial Code" is used, it shall be construed as meaning the Uniform Comttenial Code as adopted in the Slate of Texan as effective and in farce on the date of this agreement. ?o. WIGHT TO ASSURANCE, W'btne"T ono party to ft roe VM in good faith has reason to question the other party's intent to perform he may demand that the other party give written assurance of his intent to perform. In the event that a demand is made and no assurance is given within five f5) days, the demanding party may treat this failure as an anticipatory repudiation ufthe contract. 21. INDEMNIFICATION. Seller shall indenmify. keep and save harmless the Buyer, its agents. officials and employees, against a0 injuries deaths lose, damages, claims, patent claims. ,oats, liabilities, judgments rase costs and exp, which nosy it mtywiae accrue against the Buyer it consequence of the granting ofthis Contract or which may anywise result therefiwx whether of ria it shall be alleged or dnermined that the act was caused through negligence or omission of the Seller or is employees, or of the SubSellar or assignee or its employees, if any, and the Seller shall, at hu own expense. apps, defend and pay all charges of journeys and all costa and tither expenses arising therefrom of incurred in connection thaew ith. arn& If any ;udgincra shall be rendered against the Buyer in arty such action, the Seller shall. tr its own expenses, ,ani f and discharge the game Seiler expressly understands and agrcn that my bond required by this "mtract, or otherwise provided by Seller, hall in no way limit the responsibility to mdemn if, keep and ave harmless and defend the Buyer as herein pmv riled. 2. TIME. It is hereby expressly agreed and understood (rat time is of the essence for the performance of this contract, and failure by compact to meet the time specifications of Ibis agreement will cause Seiler to be in default of this agreement. 23. MBF. The City ,5f Lubbock hereby notifies all bidders that in regard to any contract entered :oto punnumt to [his request, mmo my and women business enterprises will be jffunled qual opportunities to submit bids it response to this invitation and will not be discriminated against -m the 6Tounds of race, color, sex or natural ongm in consideration for an award. Rev. 0812005 1 Y O 4 , a` � � I If U To R C H A S E 0 R D E R DAILEY WELLS COMMUNICATIONS INC 3440 E HOUSTON ST SAN ANTONIO TX 78219 If\ R L I O: C'111 OF LI BBOCK ACCOI NTS PA ABLE P.O. BOX 2000 I .l i BB()4 `K. 'i'X '79457 BY: Page 2 Date - 5/13/09 Order No. 347518 000 OP Brn/Plt 2241 SHIP TO: CITY OF LUBBOCK RADIO REPAIR SHOP 1915 TEXAS AVENUE ATTN: JACK MORRISON LUBBOCK TX 79411 Ordered 05/13/09 Freight FOB Destination Frt Prepaid Requested - 06/24/09 Taken By FELIX ORTA Delivery PER M. LONG REQ# 32550 RFP# 07 -070 -MA Description / Supplier Ite SXCL3N SITEPRO CONTROLLER C SXMD5G MODULE KIT SXCLIA STATION #1 CABLE KIT SXCLIB STATION #2 CABLE KIT SXCLIC STATION #3 & #4 KIT SXCLIF ETHERNET HUB CABLE TQS3408 PROGRAMMER SOFTWARE TQ3411 PROGRAMMING CABLE TQS3386 PRISM SOFTWARE RPM1132514 CABLE ASSEMBLY Ordered UM Unit Cost UM Extension 24.000 EA 71.2500 EA 1,710.00 24.000 EA 997.5000 EA 23,940.00 7.000 EA 86.2500 EA 603.75 7.000 EA 86.2500 EA 603.75 14.000 EA 86.2500 EA 1,207.50 24.000 EA 26.2500 EA 630.00 1.000 EA 198.7500 EA 198.75 1.000 EA 22.5000 EA 22.50 1.000 EA 266.2500 EA 266.25 1.000 EA 41.2500 EA 41.25 Req. Dt 06/24/09 06/24/09 06/24/09 06/24/09 06/24/09 06/24/09 06/24/09 06/24/09 06/24/09 06/24/09 This purchase order encumbers funds in the amount of $149,608.51, for a bid awarded to Dailey & Wells Communications Incorporated of San Antonio, Texas, on September 13, 2007, in accordance with Resolution No. 2007-110422. The following are incorporated into and made part of this purchase order by letter of ratification or Resolution No. 2007-R0422. CITY OF LUBBOCK Tom Martin, Mayor ATTEST: Rebecca Garza, City Secr ary Total Order ---------------------------------------------------- Terms 1%10, NET 30 1499608.51 TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK, TEXAS Seller and Buyer agree as follows: } SL.I.LE.R ItIP1€hALii GIRIDS ';cilerwill Parka}r co%d, m accard.at—-ilo yzAAvJ oammercial practice l a% -h shipping comtanier shall he clearly ;mJ pem+mient1% marked as li.11ow. A al Seller' . name and address, Of L I Consigni name, adJrs, and punohasc order or purchase release numher and The urpply tiumment number rf apphcahie. lel Container number and inial nurnher of ctniarner,, c y. ho% 1 uf» buses. and IJI the mmrher ofthe container heannit the packing slip Seller shall bear coat of p icka,on}: unles, otherwise pro%tded Goods ,hall he unably packed In n• lowe,a Arm"lxniauaie cost' and m cirli+rnr with regmrernents of cnnnnon carriers and any ippl i,abie spcCif icadoris Buyer's coma .r weight _,hall be final and cos,eIusi%c on shipment, not occompmaied by packing lusts d SHIPN1l Vl I NDI.R RL.SI..R%- 111UV PRttHIBITED Seller is not auihurized to ship The got ds under reser, At and nu tender 14'.1 1,111 of lading or If operate is a tender of yixods 3 TITLE AND RISK OF LOSS The title and risk of Foss of the goods shall not pass to Buyer unlit Never equally recene, and lake, pe„scwum ofthe goods .0 The piml or p%nms of dehwrry 3 NO RFPLAC'I-\I[SNTOF DFFFCTiVF UNDER Every tender if del, m. ofgods must fully rumpK will, all pro, Islam of thus ototrors as to rime of del., cry, quality and Ihiii like If a lender is made which does run fully conform. this shall constitute a breach and Seller shall not ha%e the right it, substitute cunf%mnmg Tcnder. pinyin where the time fur lierlivrnance bas not Net esprred. lIw Stller may reasomubly ntndv Buyer of hu intention to cure and may then male a conforming tender within The contract lime but not afterward 5 INVOICES & P4YMF:NTS a Seller shall .ubmil separate invoices. in duplicate. one each purchase order or Irrrchase release alder each. delivery Invoices shall indocate the purchase aider air purehasc release number and the supply agreement number if applicable Invoires shall he itemiLed acid fntnsporiabmm charges. Jany, shall be listed separately A copy oFthe bill of lading, and the freight waybill when applicable. should be attached to the m%nice Mail To. Accounts Pin able. City of Lithixick, P. O Box 2(11 Lublock,'Fc%as 711437 Payment shall oat he due until the above instruments are submitted afler delivery 6. GRATUITIES. The Buyer may. by written notice In the Seller_ cancel thi, contract w thn t liability to Seiler d d is determined by Buyer that gratuities, in the fon' of enteriaumtem, gulls or otherwise, were offered or gn en by the Seller, or ani. agent or representative of the Seller, to any nicer or employee of the City of Lubbock with :t view to securinga contract or securing lavorahle Treatment with respect to the awarding or amending, or the making of any detarnmanone loth respect it, The perfurmmg ul'such a cmilract In the event this contract is canceled by Buyer pursuant To this pro%isiou. Buyer shall he entitled, in addition to any other rights and remi to recover or withhold the amount of the cost incurred by Sel ler in providing such gratuities. 7 SI'FCI AL TOO[ S & T17ST E¢L'IP\1ENT If the price staled on the face hereof includes the Cost of any speec81 luoimg or special test equipment fabricated or required by Seller for the purpose of filling this order, such special tooling equipment and any proocnii sheets related lherehs shall become the property ofthe Buyer and to tine extent Feasible shall be ttk.ntirred by The Seller as such. 8 WARRANTY -PRICE a The price u+ he pard by the Buyer shall he Thal contained ria Seller's bid which Seller warrants lit be it,, higher than Seller's current prices, on orders by others liar products of the kind and specification covered by this agreement for ,imilar quamncs under similar of like conditions and mcdnds orpureliase. In the rs crit Set kr breaches this war iamy. the prices of the mems droll be reduced In the Seller's current tin cc, on orders by others, twin the alternative Buyer may cancel this contract %uthuul liability to Seller for breach or Seller's actual expense b The Seller warrants that no person or selling agency has been employed or returned to solicit or secure tins contract upon an agreement or understanding fur commission, percentage, brokerage. or contingent fee exceplrng bona Fide employees of bona fide established comnrerccal oe selling ayencres maintained by the Seller for the purpose orsecuring business For hreach of %'iciahort of this warranty the Buyer shall ha%e the right in addition to any other right a!'rights to cancel this contract without liability and lit deduct from the c,ruract price. or whenvase recover withtwl liability and Its deduct from the contract price. or otherwise recover The full amount of such commission, penaltage. brokerage or contingent fee of WARRANTY -PRODUCT Seller shall not limit lir exciude airy implied warranties and any auempl to do sit shall render this contract %,, dable .n The option of dee Buyer Seller warrant, that The goods fin shed will confirm To she specrticalwn, drawings, and descriptions listed m the hid in%nation, and to the ;,int sl fnmshed by the Scller. Jany In the e%cm ora conflict or between the specifications, drawings, and descriptions. the ipecdicahons ,hull govem Not—thslanJmu am prooismns contained in the contractual agreenxut. the Seller repre: iris and %%,crams Paull -free performance and fault -free result on the processing dale• and date related :Iat.t I including. but not tanned In calculating, romparme and soy ucaringl of all hardware. s,fiii%.ve and firmware products Jch%ered and ,cr%tec, pro%ided under this Contract. n+Ji%+dually sir in combination. as the case ma% he from the efTectt%e date ofth> Contract Alsu, 11%e Seller warrants the %reCUCK1 calculations w All be recognized and accommodated and will not. in any way, result in hardware, arRware or fimtwarc failure The Cil% of Lubbock, at cls side ople%rn. may tequitc the Selher. at enc time, to denamsuate the procedures it intends Its Hollow in under to compl%y vvith all the obligations crtatanred herein The 0i Contained herein sppl%' to Iroilucts and sen ices p ro%iJed by die Sutler, its sub-Setler or any third party .smut, ed in the creahun or de%elopmenl ofthe prodrn1s arid ,en ices it, be dcli%aed to the 01, of Lubbock under this C'vmtract Failure to comply, with any of the obltgatians wntamed heiean, mac result in the ('sty of Lubbock a% ailing tself of an) of its rights under the lift, and under this Contract including, but not limited to. its right pertaining to terninnalaun or default The %%arrarmhes contained herein are separate and discrete from any other warrant.es specified in this Contract, and are not ,uhlect to any di,clamer of warranty. implied air eapres,col, or limitation ul'dte Seller's liability which nae% he specified in tins Contni it, appendl it, schedules, its anneccs or any document incorporated An this C ontract b% reference 10 SAFFT\11 ARR ANTI' Seller warrants that the product .old to the Buver .hall e.mtorm to the standards pi(smuleated by the L S Department of Labor under The Occupanooal Salet% and I lealth Act of 197U to file c% col lite product does not conform to t3SH.% standards, Buser may return the product far correct -or or replacement at the Seller's c%peuse In the event Seller toric ti make the apprnlriate:nrreruon within a reasonable tone. correction made b+Bu%ei will be at the Seller's expense �+ V€i 1i' iRRA'dfS` B -i Bi.'ii:R %Cr11N5"I iAl RI>trt.%1f N IS A, part stab' cuntraci fin sale Seller agrees to ascenam whether goods manufactured in accordance with the specifications attached to this agreement sill ui%e n,e tit the rightful claim of am thud per+nn by %%a% of mfnngemem ofthe like Buyer make, no warranty that the production ill good, according its the specification will not gc ve nsc to >rich a claim, and m no c%enl ,hall Buyer he liable to Seiler for mdemmfication in the twent that Seller is sued on the grounds of mfrrngenrent ofthe like If Seller is of the opinion that an uiihvtgemmrt or the like wilt rnalt. he null nobfy the Buyer to this eflect in wrilmg within two week, after the srgnmg of ilu, agreement If Buyer does not recer%e notice and is stibsequcnlly held liable for lite infringement car the like. Nei ler will sa% a Buyer harmless I!"Seller m gFxtol fculh a,cenams the production of the ;,wdi in accordari %uth the ape%&i diio+r, will Fesult in infringement or the like, the contrast shall be null and void. I _' RIGHT' OF INSPEC"PION. Buyer shall have the nli to inspect The goilds at dellen before accepting lhomt. 13 CANCI'LLATION Buyer shall have the right to cancel rue default all or any pail ofthe undelivered pomon of thus order sr Seller breaches any ofthe turns hereof including wurranhc'; of Sel ier ur if the Seller becui a insolvent %r commits acts of hankrupacy Such right of cancellation is in a ldwort to and not in lieu of any other remedies which Buyer may have in law or equity. . J4 TIR%IINATION Tire performance of work under this trder may he Terminated in whole, or in part by the Buyer in accordance with this provision. Termination of work hereunder shall he effected be the dehvery of the Seller of a `Notice of Temmnation - specifying The erten to which perfomoance of "rk under the order is terminated and the date upon which such lennmalton become% elTecbve Such right or!emanation r, to addition to and not in lieu ofthe rights of Buyer set Fonh in Clause 13, herein. 15. FORCI' M AN I RT. Neither party shall be held Tesporn ible For hisses. resullml; if the full llrnent of any terms of pro%isions of this contract is delayed or prevented by any cause not within the control ofthe party whose perromtance is interfered with. and which by the exercise of i casomehle ddryience said party IN unable to iuevent In ASSIGNMLNT-DULGATION. No right or interest in this contract shall Fre assigned or delegation of any obligation inside by Seller without the wraren permission of the Buyer Any attempted assognm rl or deltivanon by Sul ler shall be wholly void and totally oteffeco%'e For all purpose unless made in conformity Wath this pamgmph. 17. WAIVER No claim or right arising out offs breach of this cuntract can be discharged in whole or in part by a wmver or reports: Patton of the claim or right unless the waiver Air renunciation is supponed tin consideration and As in wrung signed by the aggrieved party. I8. INTI RPRLTATION-PAROLE EVIDENCE This wrding, plusany specifications for bids and perfommance provided In' Buyer m its advertiseaneut for hes. and any offer documents provided by Seiler a pan of hr., bid, As intended by the parties as a final a%pression of lhear aVA-eement and untended also as a complete and exclusive statement ofthe terms of their agreement. Whenever a term defined by the Clniform Commercial Code is used an Ibis agreement, the definition contained in the Code As In control. 10 APPLICABLE. LAW This agreement shall be governed by the Unil ern Commercial Code Where ever lite Irmo " Unifimn Cummerccal Cede" is used, it shall be consnt+rd as meann+c flee Uniform Co mrierccal Code as adopted in the State of Texas as effecli%e and in force on the date of this agreement. It, RIGID` TO ASSURANCE W'hencver one pane to this contract .n good faith has renin to question the other pony's mlenC to pea•liortn he may demand that the other pony goo wrdten assurance of iris intent to perform In the event that a demand is made and no assurance is gryen %Vilna rive Of days, the demanding party may Areaa this failure as an anucipmary repudiation ofthe contract.. 71 INDEMNIFICATION Seller shall indemnify, keep and save harmless the Buyer, its a_ents, ullicmis and cnrploy ces, against all injuries. deaths, loss, damages. claims. patent claims. ,outs.. liabilities. Jtdgmenls, conic and e%penses. which may in arrvuise accrue against the Buyer it consequence ofthe Lranung orthts Contract or which may anywise result therefrom, whether or not if shall be alleged or determined that the act was caused through negligence or omission of the Seller or its employees, at of ilio ,u[,Srller or ci,ignee or ns employees. deny and Tile Seller shall. at his awn expense. appear. defend and pay al I chir_uesof attorneys and all cn,ls and other e%prnscs ansang therefrom of mi in connecuan therewith. and. d' any Jud -mens shall he rendered auamsl the Buver to wn mo such action, lite Seller shall, at its oexpense,; sabsf% and discharge the same Seller espriti understands and agrees. that any bond required h% this contract, or olherwrse pru%.Jed by Seller. shall in no lav Imnt the respmsdnbty to mderri keep and save harmless and defenl the Buver as; herein pro—led __ 1`1111' It is hereh% expressly agreed and undersiorod that unto is ofthe essence fir the performance of this contract, and fulurc h% %xmtraa to meet the time speclfcatioets of 1hrs agrt.•enieni will cause Seller to be in defauh ill" flus agreement _1 ",IBE The Cit} of Lubbock hereby nohfies all bidders That in regard In any, contract entered into pursuant to this request, mining and women husmes, enterprises will he afforded equal npportuuihes to submit bids in response its Thu iris itahon and %% ill not be discrunawted against on Ahe erounds of race. color. sex or natural origin in consideration for an award Rev 018/24115 T 0 G I , I U R C H A S E 0 R D E R rr � TO: DAILEY WELLS COMMUNICATIONS INC 3440 E HOUSTON ST SAN ANTONIO TX 78219 Page 1 Date - 8/18/09 Order No. 352416 000 OP Brn/Plt 2241 SHIP TO: CITY OF LUBBOCK RADIO REPAIR SHOP 1915 TEXAS AVENUE ATTN: JACK MORRISON LUBBOCK TX 79411 INVOICETO; C'ITA' OF LUBBOCK ACCOUNTS PAI %BLL P.O. BOX 2000 LUBBOCK, T\ 74457 BY: �/ l Ordered - 08/17/09 Freight - FOB Destination Frt Prepaid Requested 08/17/09 Taken By - ROBIN HOLDER Delivery - PER M LONG REQ# 33275 RFP # 07-070MA Description / Supplier Ite D28MTX MOBILE ORION RADIO D2CP5S CONTROL UNIT SYSTEM REMOTE MOUNT D2ZN1F OPT CABLE KIT D2MC3Z MICROPHONE, MOBILE Ordered UM Unit Cost UM Extension Req. Dt ----- '--25.000 -- EA ------- 1,441.0000 EA 36,025.00 08/24/09 25.000 EA 357.5000 EA 8,937.50 08/24/09 25.000 EA 160.2500 EA 4,006.25 08/24/09 25.000 EA 41.2500 EA 1,031.25 08/24/09 This purchase order encumbers funds in the amount of $50,000.00, for a bid awarded to Dailey & Wells Communications Incorporated of San Antonio, Texas, on September 93, 2007, in accordance with Resolution No. 2007-110422. The following are incorporated into and made part of this purchase order by letter of ratification or Resolution No. 2007-110422. CITY OF LUBBOCK �-011 Tom Martin, Mayor ATTEST: '904.,6, 1 .. 3t Reber a Garza, City Secretary Total Order - -- --- Terms 1%10, NET 30 50,000.00 TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK. TEXAR 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 d'applicable, (c) Container number and total number of containers, e.g. box I of 4 boxes, and 1 d) the number of the camtamer hearing the packing slip. Seller shall bear cost of packaging unless otherwise provided. Goods shall he sualabiv packed to secure k—ciiltransportation costs and to conform with requirements of common carriers and any applicable specifications. Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 2 SHIPMENT UNDER RESERVATION PROHIBITED Seller is not authimzed to ship the goods under reservation and no tender ofa hill of lading will operate as a tender of goods. 3 TITLE AND RISK OF LOSS The title and risk of loss of the goods shall not pass to Buyer until Buyer actually recerves and takes possession (if the goods at the point or points of deliyvey. 4. NO REPLACEMENT OF DEFECTIVE TENDER. Every tender of delivery of goods most fully comply with atl provisions or this contract as to time of delivery, quality and the like. If a tender is made which does not fully canfom, this shall constitute a breach and Seller shall not have the right to substitute a confoiming tender, provided, where the lime for performance has not yet expired, the Seller may reasonably notify Buyer of his intention to cure and may then make a conforming tender within the contract time but riot 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 he itemized and transportation charges, nfary, shall be listed separately. A copy ofthe bill of lading, 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 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 formof 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 contractor secun ng 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 ofthe cost incurred by Seller in providing such gratuities. 7. SPECIAL TOOLS & TEST EQUIPMENT tribe price slated on the face hereof includes the cost of any special tooling or special lest equipment fabricated or required by Seller for the purpose of fi Iling this order, such special tooting equipment and any process sheets related thereto shall become the property ofthe 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 Seiler'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 mahods 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 alterative. Buyer may cancel this contract without liability to Seller for breach or Seller's actual expense. h The Seller warrants that no person Or selling agency has been employed or retained to sohn or secure this contract upon an agreement or understanding for commission, percentage, brokerage, or contingent fee excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Seller for the purpose of securing business. For breach of vicsauon 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 pence. or Otherwise recover without liability and to deduct from the contraet 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 ofthe Buyer. Sel ler warrants that the goods furnished will conform to the specification, drawings, and descriptions listed in the bid imitation, and to the samplelsI famished by the Seller, if any In the event ofa conflict or between the specifications, drawings, and descnptioms, the specifications shall govern. Notwithstanding any provisions contained in the contractual agreement. the Seiler 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 and firmware products deli%ered and services provided under this Contract, individually or in combination, as the case Wray be frons the effective date ofthis Contract. Also, the Seller warrants the year2000 calculations willrbe recognized and accommodated and Will riot, in any way, result in hardware, software or firmware failure The Ciy of Lubbock, at its sole option, may require the Seller- at any time. to demonstrate the procedures it intends to fallaw in order to comply with all the obligations contained herein. The obligationscontained herein apply to products and services provided by the Seller. its sub -Seller or any third party Involved in the creation at develupnlent ofthe products and services to be deliveredto the Cuy of Lubbock under this Contract Failure to comply with any of the obligations contained herein. may result in the City of Lubbock availing mtselfaf any of us rights under the law and under this Contract including, but not limited la its right pertaining to temmnation 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 ofthe Seller's liability which may be specified in this Contract- its appendices, its schedules, its annexes or any document incorporated in this Contract by reference. 10. SAFETY WARRANTY Seller warrants that the product sold to the Buyer shall conform to the standards promulgated by the U. S. Department of Labor under the Occupational Safety and Health Act of 1970 In the event the product does not conform to OSHA standards, Buyer may return the product for correction or replacement at the Seller's expense. In the event Seller fads to make the appropriate correction within a reasonable time, cortuction made Icy Buyer will be at the Seller's expense. I I NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As part of this contract for We Seller agrees to ascertain whether goods manufactured In accordance with the specifications attached to this agreement will give rise to the rightful claim of any third person by way of irifringemesm ofthe 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 ofthe like If Seiler is of the opinion that an infringement or the like will result. he will notify the Buyer to this effect in writing within two weeks after the signing of thus 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 atdelivery before accepting them. 13 CANCELLATION Buyer shall have the right to cancel for default all or any part ofthe undelivered portion ofthis order if Seller brenhes any ofthe tarts hereof including warranties oFSel ler or if the Seller becomes insolvent o commits acts of bankruptcy. Such nght 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 voork hereunder shall be effected by the delivery of the Seller ofa "Notice ofTemmriation" 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 ofthe rights of Buyer set forth in Clause 13, herein. 15. FORCE MAJEURE. Neither party shall be field responsible for losses, resulting iFthe fulfillment of any terms of provisions of this contract is delayed or prevented by any rause not within the control ofthe party whose performance is interfered with, and which by the exercise of reasonable diligence said party is unable to prevent. I6_ 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 arising out ofa breach of this contract can be discharged in whole win pad by a waiver ar 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 far bids, and any other documents provided by Seller as part of his bid, is intended by the parties w 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" Lnifnnn Crnnmercial Code' is used it shall be mrntroed m meaning the Uniform Commercial Code as 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 gond faith has reason to question the other party's intent to perform he may demand that the other party give written assurance of his imam to perfi nn. In the event that a demand is made and no assurance is given within five (5) days. the demanding party may treat this failure asan 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, Costsand expenses. which may in arnwise accrue against the Buyer in consequence ofthe granting. ufthis 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 ofthe Seller or its employees. or of the subSefler or assignee or its employees, if any, and the Seller shall, at his own expense, appear, defend and pay al I charges of attorneys and all costs and other expenses ansing therefrom of incurred inconnection therewith, and. ifany judgment shall be rendered auamsr the Buyer many 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 othervise provided by Sel ler, shalt in no way limit the responsibility to indemnify, keep and save harmless and defend the Buyer as herein provided. ':. TIME. h 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 2-3. .MBE The City of Lubbock hereby notifies all bidders that in regard to any contract entered imo pursuant to this request, minority and women business enterprises will be afforded equal opportunities to submit bids in response to this inns nation and will not be discriminated against on the grounds of race, color, sex or natural origin in consideration for an award Rev. 08/2005 TO: R C H A S E 0 R 0 E R DAILEY WELLS COMMUNICATIONS INC 3440 E HOUSTON ST SAN ANTONIO TX 78219 INVOICE TO: CITY OF LUBBOCK ACCOUNTS PAYABLE P.O. BOX 2@00 LUBBOCK, TX 79457 SHIP TO: BY: Page - 1 Date 8/25/09 Order No. 352797 000 OP Brn/Plt - 2241 CITY OF LUBBOCK RADIO REPAIR SHOP 1915 TEXAS AVENUE ATTN: JACK MORRISON LUBBOCK TX 79411 ----------------------------------------------------- V --------- ----------- Ordered 08/25/09 Freight - FOB Destination Frt Prepaid. Requested 08/25/09 Taken By - ROBIN HOLDER Delivery PER M LONG REQ# 33332 RFP #07-070MA Description / Supplier Ite Ordered UM Unit Cost UM -- Extension ------------ Req Dt ------- ---------------------------- HT7150S81X SCAN RADIO ----------- 14.000 -- EA ----------- 1,530.0000 EA 21,420.00 09/18/09 HTPL3R 800 SYS/GRP FEATURE 14.000 14.000 EA EA 161.2500 630.0000 EA EA 2,257.50 8,820.00 09/18/09 09/18/09 HTVE AEGIS ENCRYPTION HTED EDACS FEATURE 14.000 EA 888.7500 EA 12,442.50 09/18/09 HTNCIK ANTENNA 14.000 14.000 EA EA 18.7500 26.2500 EA EA 262.50 367.50 09/18/09 09/18/09 HTHC7T BELT LOOP & SWIVEL HTPA9P BATTERY 14.000 EA 75.0000 EA 1,050.00 09/18/09 HTCH9E CHARGER 14.000 EA 97.5000 EA 1,365.00 09/18/09 This purchase order encumbers funds in the amount of $47,985.00, for a bid awarded to Dailey & Wells Communications Incorporated of San Antonio, Texas, on September 13, 2007, in accordance with Resolution No. 2007-R0422. The following are incorporated into and made part of this purchase order by letter of ratification or Resolution No. 2007-R0422. CITY OF LUBBOCK -e-� Tom Martin, Mayor ATTEST: Rebe Garza, City Secre ary Total Order - - - _ -_ ------ Terms 1%10, NET 30 47,985.00 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 falluws (a) Seller's name and address, tb) 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 contamers, e.g. box I of 4 boxes, and (d) the number of the container hearing the packing slip. Seller shall bear cost of packaging unless otherwise provided. Goods shall he suitably packed to secure lowest transportation costs and to conform with requirements of common carvers and any applicable specifications. Buyer's count or weight shall be final and conclusive on shipments not accompanied by ,tracking lists. 2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not authorized to ship the goods under reservation and no lender of a bill of lading wit I operate as a tender of goods. 3 TITLE AND RISK OF LOSS. The title and risk *floss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods at the point or pours of delivery. 4. NO REPLACEMENT OF DEFECTIVE TENDER.. Every tender of delivery orgoods must fully comply with all provisions of this contract as to time pf delivery, quality and the like. [fa tender is made which does not fully contemn, this shall constitute a breach and Seller shall not have the right to substitute a conforming tender, provided, where the time for performance has not yet expired, the Seller may reasonably notify Buyer of his intention to cure and may then make a conforming tender within the contract time but not afterward. 5 INVOICES & PAYMENTS. a. 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 beattached to the invoice. Mail To Accounts Payable. City of Lubbock, P. O Box ^_000, Lubbock, Texas 79457. Payment shall not be due until the above instruments are submitted ager delivery. 6 GRATUITIES. The Buyer may, by written notice to the Seller, came] this contract without liability to Seller if it is determined by Buyer that gratuities, in the form of entertainment, gifts or otherwise, were offered of given by the Seller, or any agent or representative of the Seller, to any officer or employ" of the Ciry of Lubhock with a view to securing a contract or securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performing of such a contract. In the event this contract is canceled by Buyer pursuant to this provision, Buyer shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by Seller in providing such gratuities. 7 SPECIAL TOOLS & TEST EQUIPMENT. If the pace stated on the face hereof includes the cost of arty special tooling or special test equipment fabricated or required by Seller for the purpose of tilling 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 he identified by the Seller as such 9. WARRANTY -PRICE. a. The price to be paid by the Buyer shall be that contained in Seller's bid which Seller warrants to be no higher than Seller's current process on orders by others for products of the kind and specification covered by this agreement For similar quantities under similar of like crJudilpons and methods of purchase. In the event Seller breaches this warranty, the prices of the items shall be reduced to the Seller's current prices on orders by others, or in the alternative- Buyer may cancel this contract without liability to Seller for breach or Seller's actual expense. b. The Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission, percentage, brokerage, or contingent fee excepting bona fide employees of bona fade establ ished commercial or selling agencies maintained by the Seller for the purpose of securing business. For breach of vitiation of this warranty the Buyer shal I 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, peroanage, brokerage or contingent t'ee. 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 samplers) Famished by the Seller, if any. In the event of a. conflict or between the specifications, drawings, and descnpnons, the specifications shall govern. Notwithstanding any provisions contained in the contractual agreement, the Seller represents and warrants fault -free performance and faun -free result in the processing date and date related data (including, but not limited to calculating. comparing and sequencing) of all hardware, software and firmware products delivered and sentces provided under this Contract, individually or to 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 Future. The City of Lubbock, at its sole option. may require the Seller. at am' 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 disdapmer of warranty_, implied or expressed, or limitation of the Seller's liability which may he specified in this Contract, its appendices. is schedules, its annexes or any document incorporated in this Contract by reference. 10. SAFETY WARRANTY. Seller warrants that the product sold to the Buyer shat I con form 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 Seiler fads to make the appropriate correction within a reasonable time, correction made by Buyer will be at the Seller's expense. I i NO WARRANTY BY BUYER AGAINST INrRINGEMENTS. 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 rightful claim of any third person by way of infringement of the like. Buyer makes no warranty that the production oryoods 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 issued an the grounds of infrmngeman of the tike IF Seller is of the opinion that an infringement or the like will result. he will notify the Buyer to this effect in wasting 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 Irseller in good filth 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 ofthis order if Seller breaches any of the terms hereof including warranties of Seller or if the Seller becomes insolvent or commits acts of bankruptcy Such right of cancellation is in addmon to and not in lieu of any other remedies which Buyer may have to law or equity. 14. TERMINATION. The performance or work under this order maybe 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 are "Notice ofTemninalon" 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. 15. FORCE MAJEURE. Neither party shall be held responsible for losses, resulting ifthe fulfillment ofany 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. 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 the Buyer. Arty attempted assignment or delegation by Seller shall be wholly void and totally ineffective for all purpose unless made to 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 rtggraeved party I& 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 ortheir agreement. Whenever a term defined by the Urn form 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 Um form Commercial Code as adopted in the State of Texas as effective and in force on the dale of this agreement. 20. RIGHT TO ASSURANCE, Whenever one party to this contract in gond faith has reason to question the other party's intent to perform he may demand that the other patty give written assiavnce of his intent to perform. In the event that a demand is made and no assurance is given within five r 5) days, the demanding party may treat this failure as an anticipatory repudiation ofthe contract. 21. INDEMNIFICATION. Seller shall indemnify, keep and save harmless the Bayer, 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 Contractor which may anywise result therefrom, whether or not it shall be al leged or determined that the act was caused through negligence or omission of the Seller or its employees, or of the subSeller or assignee or its employees., if any, and the Seller shall, at his own expense, appear, defend and pay all charges of attorneys and all costs and other expenses arising therefrom of incurred in connection therewith, and, if anyjudgment shall be rendered against the Buyer in any suchaction, the Seiler shall, at its own expenses, satisfy and discharge the same Salter 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 ms of the essence for the performance of this contract, and failure by contract to meet the time specifications of this agreement mll cause Seller to be in default of this agreement. 23 VIBE. 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 an the grounds ofrace, calor, sex or natural origin in consideration for an award. Rev. 08/2005 lub clcity Of ckPURCHASE ORDER TO DAILEY WELLS COMMUNICATIONS INC 3440 E HOUSTON ST SAN ANTONIO TX 78219 Page 1 Date - 12/28/09 Order No. 358701 000 OP Brn/Plt 2241 SHIP TO: CITY OF LUBBOCK RADIO REPAIR SHOP 1915 TEXAS AVENUE ATTN: MACK MORRISON LUBBOCK TX 79411 INVOICE TO: CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 i� LUBBOCK,TX 79457 BY: VI� 141 ,�,- - - - - - - -------- Ordered ------- Ordered 12/28/09 Freight FOB Destination Frt PrepailY Requested 01/15/10 Taken By ROBIN HOLDER Delivery PER M LONG REQ 34018 ITB 07 -70 -MA Description / Supplier Ite Ordered UM Unit Cost UM -------------- Extension Req. Dt -------- - ---------------------------- HT7150S81X P7150 RADIO ----------- 12.000 -- EA ----------- 1,530.0000 EA 18,360.00 01/15/10 HTPL3R 800 SYS/GRP FEATURE 12.000 EA 161.2500 EA 1,935.00 01/15/10 HTVE AEGIS FEATURE SET 12.000 EA 630.0000 EA 7,560.00 01/15/10 HTED EDACS RADIO FEATURE 12.000 EA 888.7500 EA 10,665.00 01/15/10 HTNCIK ANTENNA 12.000 EA 18.7500 EA 225.00 01/15/10 HTHC7T BELT LOOP & SWIVEL 12.000 EA 26.2500 EA 315.00 01/15/10 HTPA9P BATTERY 12.000 EA 75.0000 EA 900.00 01/15/10 HTCH9E CHARGER 12.000 EA 97.5000 EA 1,170.00 01/15/10 This purchase order encumbers funds in the amount of $41,130.00, for a bid awarded to Dailey Wells Communications Incorporated of San Antonio, Texas, on September 13, 2007, in accordance with Resolution No. 2007-80422. The following are incorporated into and made part of this purchase order by letter of ratification or Resolution No. 2007-R0422. CITY OF LUBBOCK ATTEST: Tom Martin, Mayor Rebecc Garza, City Secreta-ry Total Order ----------------------------------------- Terms 1%10, NET 30 41,130.00 S TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK, TEXAS eller and Buyer agree as fellows: 1. SELLER TO PACKAGE GOODS. Seller will package goods in accordance with good commercial practice. Each shipping container shall be clearly and permanently marked as follows (a) Seller's name and address, (b) Consignee's name, address and purchase order or purchase release number and the supply agreement number if applicable, (c) Container number and total number of containers, e.g. box i of 4 boxes, and (d) the number of the container bearing the packing slip. Set ler shall bear cost of packaging unless otherwise provided. Goods shall be suitably packed to secure lowest transportation costs and to conform with requirements of common carriers and any applicable specifications. Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not authorized to ship the goods under reservation and no tender of a bill of lading will operate as a tender of goods. 3. TiTLE AND RISK OF LOSS. The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods at the point or points of delivery. 4. NO REPLACEMENT OF DEFECTIVE TENDER. Every tender of delivery of goods 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 fully conform, this shall constitute a breach and Seller shall not have the right to substitute a conforming tender, provided, where the time for performance has not yet expired, the Seller may reasonably notify Buyer of his intention to cure and may then make a conforming tender within the contract time but not afterward. 5. INVOICES & PAYMENTS. a. 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. 0. Box 2000, Lubbock, Texas 79457. Payment shall not be due until the above instruments are submitted after delivery. 6. GRATUITIES. The Buyer may, by written notice to the Seller, cancel this contract without liability to Seller if it is determined by Buyer that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Seller, or any agent or representative of the Seller, to any officer or employee mf the City of Lubbock with a view to securing a contract or securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performing of such a contract, in the event this contract is canceled by Buyer pursuant to this provision, Buyer shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by Seller in providing such gratuities. 7. SPECIAL TOOLS & TEST EQUIPMENT. If the price stated on the face hereof includes the cost of any special tooling or special test equipment fabricated or required by Seller for the purpose of tilling 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. B. WARRANTY -PRICE. a, The price to be paid by the Buyer shall be that contained in Seller's bid which Seller warrants to be no higher than Seller's current process on orders by others for products of the kind and specification covered by this agreement for similar quantities under similar of like conditions and methods of purchase. In the event Seller breaches this warranty, the prices of the items shall be reduced to the Seller's current prices on orders by others, or in the alternative. Buyer may cancel this contract without liability to Seller for breach or Seller's actual expense. b. The Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission, percentage, brokerage, or contingent fee excepting Was fide employees of bona fide established commercial or selling agencies maintained by the Seller for the purpose of securing business. For breach of viciation 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. l 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 OF 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 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 year2000 calculations will be recognized and accommodated and Will not, in any way, result in hardware, software or firmware failure. The Lily 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,. 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 Occupations; 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 V✓ARRANTY 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 rightful claim of any third person by way of infringement of the like. Buyer makes no warranty that the production of goods according to the specification will not give rise to such a claim, and in no event shall Buyer be liable to Seller for indemnification in the event that Seller is sued on the grounds of infringement of the like. If Seller is of the opinion that an infringement or the like will result. he will notify the Buyer to this effect in writing within two weeks after the signing of this agreement. If Buyer does not receive notice and is subsequently held liable for the infringement or the like. Seller will save Buyer harmless. If Seller in good faith ascertains the production of the goods in accordance with the specifications will result in infringement or the like, the contract shall be null and void. 12. RIGHT OF INSPECTION. Buyer shall have the right to inspectthe 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 Seiler 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 shall be effected by the delivery of the Seller of a "Notice of Termination" specifying the extent to which performance of work under the order is terminated and the date upon which such termination becomes effective. Such right or termination is in addition to and not in lieu of the rights of Buyer set forth in Clause 13, herein. 15. FORCE MAIEURE. Neither party shall be held responsibtc for losses, resulting if the fulfillment of any terms of provisions of this contract is delayed or prevented by any cause not within the control of the party whose performance is interfered with, and which by the exercise of reasonable diligence said party is unable to prevent. 16, 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 he 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. 18. 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 he governed by the Uniform Commercial Code. Where ever the term "Uniform Commercial Code" is used, it shall be construed as meaning the Uniform Commercial Code as adopted in the State of Tcxas 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 perforin he may demand that the other party give written assurance of his intent to perform. In the event that a demand is made and no assurance is. given within five (5) days, the demanding party may treat this failure as an anticipatory repudiation of the contract. 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 Wanting 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 ur omission of the Sailer or its employees, or of the subSeller or assignee or its employees, crony, 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 anyjudbmrent 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 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 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 he afforded equal opportunities to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, sex or natural origin in consideration for an award. Rev. 0812005 city of Page _ 1 lubb o ck P U R C H A S E 0 RDE R ODate 10 r4der No. 363404000/OP Brn/Plt - 2241 TO: DAILEY WELLS COMMUNICATIONS INC 3440 E HOUSTON ST SAN ANTONIO TX 78219 SHIP TO: CITY OF LUBBOCK RADIO REPAIR SHOP 1915 TEXAS AVENUE ATTN: JACK MORRISON LUBBOCK TX 79411 INVOICE TO: CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 ---------LUBBOCK,.T,X79453 - - - --- --BY: .-- - --------------- ------- Ordered - 04/07/10 Freight - FOB Destination Frt Prepaid Requested - 04/29/10 Taken By ROBIN HOLDER Delivery PER J MORRISON REQ 34321 CONTRACT # 07-070MA -------------------------------------------------------------------------------------- Description / Supplier Ite MAHG-S8MXX M7100 MOBILE MAHG-PL3R 1024 SYS/GRP MAHG-PT P25 TRUNKING FEATUR MAHG-ED EDACS FEATURE MAHG-CP7W REMOTE MOUNT MAHG-MC7T MIC MAHG-ZN5X REMOTE MOUNT KIT MAMW-SDMXX M7300 MOBILE MAMW-NPL3R 1024 SYS/GRP MAMW-PKGPT P25 TRUNKING FEA MAMW-PKGED EDACS FEATURE MAMW-NCP9E REMOTE MOUNT MAMW-NZN7R REMOTE MOUNT KIT MAMW-NMC7Z MIC Ordered UM Unit Cost UM Extension 3.000 EA 1,342.5000 EA 4,027.50 3.000 EA 161.2500 EA 483.75 3.000 EA 1,413.7500 EA 4,241.25 3.000 EA 888.7500 EA 2,666.25 3.000 EA 382.5000 EA 1,147.50 3.000 EA 60.0000 EA 180.00 3.000 EA 270.0000 EA 810.00 3,000 EA 1,398.7500 EA 4,196.25 3.000 EA .0100 EA .03 3.000 EA 1,372.5000 EA 4,117.50 3.000 EA 888.7500 EA 2,666.25 3.000 EA 540.0000 EA 1,620.00 3.000 EA 270.0000 EA 810.00 3.000 EA 60.0000 EA 180.00 Req. Dt 04/29/10 04/29/10 04/29/10 04/29/10 04/29/10 04/29/10 04/29/10 04/29/10 04/29/10 04/29/10 04/29/10 04/29/10 04/29/10 04/29/10 This purchase order encumbers funds in the amount of $27,146.28, for a bid awarded to Dailey Wells Communications Incorporated of San Antonio, Texas, on September 13, 2007, in accordance with Resolution No. 2007-R0422. The following are incorporated into and made part of this purchase order by letter of ratification or Resolution No. 2007-R0422. CITY OF LUBBOCK Tom Martin, Mayor ATTEST: Rebe ca Garza, City Secretary Tota Order ------------------------------------------------------------------------------------- Terms 1%10, NET 30 27,146.28 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 I of boxes, and (d) the number of the container bearing the packing slip. Seiler shall bear cost of packaging unless otherwise provided. Goods shalt be suitably packed to secure lowest transportation costs and to confornt with requirements of common carriers and any applicable specifications. Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is notauthorized to ship the goods under reservation and no tender of a bill of lading will operate as a tender of goods. 3. TITLE AND RISK OF LOSS. The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods at the point or points of delivery. 4. NO REPLACEMENT OF DEFECTIVE TENDER. Every tender of delivery of goods must fully comply with all provisions of this contract as to time of delivery, quality and the like. if a lender is made which does not fully conform, this shall constitute a breach and Seller shall not have the right to substitute a conforming tender, provided, where the time for performance has not yet expired, the Seller may reasonably notify Buyer of his intention to cure and may then make a conforming tender within the contract time but not afterward. S. 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 2000, Lubbock, Texas 79457. Payment shall not be due until the above instruments are submitted after delivery. C 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 ufficer 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 determinationswith respect to the performing of such a contract. In the event this contract is canceled by Buyer pursuant to this provision, Buyer shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by Seller in providing such gratuities. 7. SPECIAL TOOLS & TEST EQUIPMENT. If the price stated on the face hereof includes the cost of any special tooling or special test equipment fabricated or required by Seller for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shalt become the property ofthe 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 he 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 rontli6ons and methods of purchase. to the event Seller breaches this warranty, the prices of the items shall be reduced to the Seller's current prices on orders by others, or in the alternative. Buyer may cancel this contract without liability to Seller for breach or Seller's actual expense. b. The Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission, percentage, brokerage, or contingent fee excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Seller for the purpose of securing business. For breach of viciation 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. J. 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 ofa 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 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 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 rightsunder the law and under this Contract including, but not limited to, its right pertaining to termination or default. The warranties contained herein are separate and discrete from any other warranties specified in this Contract, and are not subject to any disclaimer of warranty, implied or expressed, or limitation of the Seller's liability which may be specified in this Contract, its appendices, its schedules, its annexes or any document incorporated in this Contract by reference. 10, SAFETY WARRANTY. Seller warrants that the product sold to the Buyer shall conform to the standards promulgated by the U. S. Department of Labor under the Occupational Safety and Health Act of 1970. In the event the product does not conform to OSHA standards, Buyer may return the product for correction or replacement at the Seller's expense, in the event Seller fails to make the appropriate correction within a reasonable time, correction made by Buyer will be at the Seller's expense. 11. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As pan of this contract for sale Seller agrees to ascertain whether goods manufactured in accordance with the specifications attached to this agreement will give rise to the rightful claim of any third person 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 Sri ler is of the opinion that an infringement or the like will result. he will notify the Buyer to this effect in writing within two weeks after the signing of this agreement. If Buyer does not receive notice and is subsequently held liable for the infringement or the like, Seller will save Buyer harmless, if Seller in good faith ascertains the production of the goods in accordance with the specifications will result in infringement or the like, the contract shallbe 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 Seller or if the Seller becomes insolvent or commits acts of bankruptcy. Such right of cancellation is in addition to and not in lieu of any other remedies which Buyer may have in law or equity. 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 shall be effected by the delivery of the Seller of a "Notice of Temunation" specifying the extent to which performonce 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. 15. FORCE MAIEURE. Neither party shall be held responsible for losses, resulting if the fulfillment of any terms of provisions of this contract is delayed or prevented by any cause not within the control of the party whose performance is interfered with,. and which by the exercise of reasonable diligence said party is unable to prevent, 16. 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 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 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 he governed by the Uniform Commercial Code. Where ever the term "Uniform Commercial Code" is used, it shall be construed as meaning the Uniform Commercial Cale as 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 assurance 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 attorneys and all costs and other expenses arising therefrom of incurred in connection therewith, and, if any judgment shall be rendered against the Buyer in any such action, the Seller shall, at its own expenses, satisfy and discharge the same Seller expressly understands and agrees that any bond required by this contract, or otherwise provided by Seller, shall in no way limit the responsibility to indemnify, keep and save harmless and defend the Buyer as herein provided. 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 womenbusiness enterprises will be afforded equal opportunities to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, sex or natural origin in consideration for an award. Rev. 0812005 City 0 1u'bbo&k PURCHASE ORDER TO: DAILEY WELLS COMMUNICATIONS 3440 E HOUSTON ST SAN ANTONIO Texas 78219 INVOICE TO: CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2004 LUBBOCK, TX 79457 Ordered 06/28/2010 Freight Requested 07/12/2010 Taken By Delivery PER M LONG REQ 35144 Description/Supplier Item PROROAM,PROSCAN FEATURE YRPL 1X Terms 1%10, NET 30 Page - 1 Date - 07/13/2010 Order Number 32500045 000 OP Branch/Plant 2242 SHIT' TO: CITY OF LUBBOCK RADIO REPAIR SHOP 530 36TH STREET SUITE 200 ATTN: JACK MORRISON LUBBOCK Texas 79404 BY: ITB 07 -070 -MA Ordered UM 1,363.000 EA Unit_ Cost um 176.2500 EA R HOLDER Extension _ Request Date -- 240,228.75 07/12/2010 Total Order 240,228.75 This purchase order encumbers funds in the amount of $240,228.75, for a bid awarded to Dailey Wells Communications Incorporated of San Antonio, Texas, on September 13, 2007, in accordance with Resolution No. 2007-R0422. The following are incorporated into and made part of this purchase order by letter of ratification or Resolution No. 2007-R0422. CITY OF LUBBOCK ATTEST: Tom Martin, Mayor Rebec a Garza, City Secretary 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 I of 4 boxes, and (d) the number of the container bearing the packing slip. Seller shall bear cost of packaging unless otherwise provided. Goods shall be suitably packed to secure lowest transportation costs and to conform with requirements of common carriers and any applicable specifications. Buyers count or weight shall be final and conclusive on shipments not accompanied by packing lists. 2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not authorized to ship the goads under reservation and no tender of a bill of lading will operate as a tender of goods. 3. TITLE AND RISK OF LOSS. The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods at the point or points of delivery. 4. NO REPLACEMENT OF DEFECTIVE TENDER. Every tender of delivery of goads must fully comply with all provisions of this contract as to time of delivery, quality and the like. If a tender is made which dues not fully conform, this shall constitute a breach and Seller shall not have the right to substitute a conforming tender, provided, where the time for performance has not yet expired, the Seller may reasonably notify Buyer of his intention to cure and may then make a conforming tender within the contract time but not afterward. 5. INVOICES & PAYMENTS. a. 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, R O. Box 2000, Lubbock, Texas 79457. Payment shall not be due until the above instruments are submitted afterdelivery, 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, 10 any officer or employee of the City of Lubbock with a view to securing a contract or securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performing of such a contract. In the event this contract is canceled by Buyer pursuant to this provision, Buyer shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by Seller in providing such gratuities. 7. SPECIAL TOOLS & TEST EQUIPMENT. If the price stated on the face hereof includes the cost of any special tooling or special test equipment fabricated or required by Seller for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the Buyer and to the extent feasible shall be identified by the Seller as such. 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 Seller's current process on orders by others for products of the kind and specification covered by this agreement for similar quantities under similar of like conditions and methods of purchase. In the event Seller breaches this warranty, the prices of the items shall he 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 a6�reement or understanding for commission, percentage, brokerage, or contingent fee excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Seller for the purpose of securing business. For breach of vieiation 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) famished 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 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 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 Seiler, 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. 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. lit 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 trade by Buyer will be at the Seller's expense. IL 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 rightful claim of any third person by way of infringement of the like. Buyer snakes no warranty that the production of goods according to the specification will not give rise to such a claim, and in no event shall Buyer be liable to Seller for indemnification in the event that Seller is sued on the grounds of infringement of the like. If Seller is of the opinion that an infringement or the like will result, he will notify the Buyer to this effect in writing within two weeks after the signing of this. agreement. If Buyer does not receive notice and is subsequently held liable for the infringement or the like, Seller will save Buyer harmless. If Seller in good faith ascertains the production of the goods in accordance with the specifications will result in infringement or the hike, 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 Seller or ifthe 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 shall be effected by the delivery of the Seller of a "Notice of Tennination" 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. 15. FORCE MAJEURE. Neither party shall be held responsible for losses, resulting if the fulfillment of any terns 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. 16. ASSIGNMENT -DELEGATION. No right or interest in this contract shalt 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 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 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 as meaning the Uniform Commercial Code as 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 assurance is given within five (5) days., the demanding party may treat this failure as an anticipatory repudiation of the contract. 2l. 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 Ute Seller or its employees, or of the subSeller or assignee or its employees, if any, and the Seller shall, at his own expense, appear, defend and pay all charges of attorneys and all costs and other expenses arising therefrom of incurred in connection therewith, and if any judgment shall be rendered against the Buyer in any such action, the Seller shall, at its own expenses, satisfy and discharge the same Seller expressly understands and agrees that any bond required by this contract, or otherwise provided by Seller, shall in no way limit the responsibility to indemnify, keep and save harmless and defend the Buyer as herein provided. 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 he afforded equal opportunities to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, sex or natural origin in consideration for an award. Rev. 08/2005 b ity of lubbocl� PURCHASE ORDER TO: DAILEY WELLS COMMUNICATIONS 3440 E HOUSTON ST SAN ANTONIO Texas 78219 INVOICE TO: CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 Ordered 08/10/2010 Freight Requested 08/23/2010 Taken By Delivery PERM LONG REQ 35515 Page - 1 Date - 08/10/2010 Order Number 32500072 000 OP Branch/Plant 2242 SHIP TO: CITY OF LUBBOCK RADIO REPAIR SHOP 530 36TH STREET SUITE 200 ATTN: JACK MORRISON LUBBOCK Texas 79404 BY: ITB 07 -070 -MA R HOLDER Description/Supplier Item Ordered UM Unit Cost UM Extension Request Date M7300 MOBILE RADIO 8.000 EA 1,398.7500 EA 11,190.00 08/23/2010 MAMW-SDMXX SYS/GRP FEATURE 8.000 EA .0100 EA .08 08/23/2010 MAMW-NPL3R EDACS FEATURE 8.000 EA 888.7500 EA 7,110.00 08123/2010 MAMW-PKGED REMOTE MOUNT CONTROL UNIT 8.000 EA 540.0000 EA 4,320.00 08/23/2010 MAMW-NCP9E REMOTE MOUNT ACCESSORIES 8.000 EA 270.0000 EA 2,160.00 08123/2010 MAMW-NZN7R MIC-MAMW-NMC7Z 8.000 EA 60.0000 EA 480.00 08/23/2010 P7350 PORTABLE RADIO 2.000 EA 1,740.0000 EA 3,480.00 08/23/2010 MAEV-S7HXX SYS/GRP FEATURE 2.000 EA .0100 EA .02 08/23/2010 MAEV-NPL3R EDACS FEATURE 2.000 EA 888.7500 EA 1,777.50 08/23/2010 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 I of4 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 PROHIHiTED. Seller is not authorized to ship the goods under reservation and no tender ofa bill of lading will operate as a tender of goods. 3. TITLE AND RISK OF LOSS. The title and risk of loss ofthe goods shall not pass to Buyer until Buyer actually reccives 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 made which does not fully conform, this shall constitute a breach and Seller shall not have the right to substitute a. conforming tender, provided, where the time for performance has not yet expired, the Seller may reasonably notify Buyer of his intention to cure and may then make a conforming tender within the contract time but not afterward. 5. INVOICES & PAYMENTS. a. 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 2000, Lubbock, Texas 79457. Payment shall not be due until the above instruments are submitted after delivery. b, GRATUITIES. The Buyer may, by written notice to the Seiler, cancel this contract without liability to Seller if it is determined by Buyer that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Seller, or any agent or representative of the Seller. to any officer or employee of the City of Lubbock with a view to securing. a contract or securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performing of such a contract. In the event this contract is canceled by Buyer pursuant to this provision, Buyer shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by Seller in providing such gratuities. 7. SPECIAL TOOLS & TEST EQUIPMENT. If the price stated on the face hereof includes the cost of any special tooling or special test equipment fabricated or required by Seller for the purpose offilling 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 Seller's current process on orders by others for products of the kind and specification covered by this agreement for Similar quantities under similar of like conditions and methods of purchase. in the event Seller breaches this warranty, the prices of the items shall be reduced to the Seller's current prices on orders by others, or in the alternative. Buyer may cancel this contract without liability to Seller for breach or Seller's actual expense. b. The Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission, percentage, brokerage, or contingent fee excepting bona fide employees of bona tide established commercial or selling agencies maintained by the Seller for the purpose of securing business. For breach of viciation 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 ofa 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 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 year2p00 calculations will be recognized and accommodated and will not, in anyway, result in hardware, software or firmware failure. The City of Lubbock, at its sole option, may require the Seller, a1 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 ofwarranty, implied or expressed, or limitation of the Seller's liability which may be specified in this Contract, its appendices, its schedules, its annexes or any document incorporated in this Contract by reference. 10. SAFETY WARRANTY. Seller warrants that the product sold to the Buyer shall conform to the standards promulgated by the U. S. Department of Labor under the Occupational Safety and Health Act of 1970. In the event the product does not conform to OSHA standards, Buyer may return the product for correction or replacement at the Seller's expense. In the event Seller fails to make the appropriate correction within a reasonable time, correction made by Buyer will be at the Seller's expense. 11, NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As 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 rightful claim of any third person by way of infringement of the like, Buyer makes no warranty that the production of goods according to the specification will not give rise to such a claim, and in no event shall Buyer be liable to Seller for indemnification in the event that Seiler is sued on the grounds of infringement of the like. if Seiler is of the opinion that an infringement or the like will result, he will notify the Buyer to this effect in writing within two weeks after the signing of this agreement. If Buyer does not receive notice and is subsequently held liable for the infringement or the like, Seller will save Buyer harmless. If Seller in good faith ascertains the production of the goods in accordance with the specifications will result in infringement or the like, the contract shall be null and void. 12. 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 Seller or if the Seller becomes insolvent or commits acts of bankruptcy. Such right of cancellation is in addition to and not in lieu of any other remedies which Buyer may have in law or equity. 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 shall be effected by the delivery of the Seller ofa "Notice of Termination" specifying the extent to which performance of work under the order is terminated and the dale 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 of this contract is delayed or prevented by any cause nut 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 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 arising out ofa 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 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 abrecmcnt. Whenever a term defined by the Uniform Conunetciai 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 Ugiftirm Commercial Code as adopted in the Slate 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 assurance is given within rive (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 attorneys and all costs and other expenses arising therefrom of incurred in connection therewith, and, if any judgment shall he rendered against the Buyer in any such action, the Seller shall, at its own expenses, satisfy and discharge the sante Seller expressly understands and agrees that any bond required by [his 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 timers 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 consideration for an award. Rcv. 06/2005 Page - 2 city PURCHASE ORDER Date - 08110,2010 lubbock Order Number 32500072 000 OP Branch/Plant 2242 TO: DAILEY WELLS COMMUNICATIONS 3440 E HOUSTON ST SAN ANTONIO Texas 78219 SHIP TO: CITY OF LUBBOCK RADIO REPAIR SHOP 530 36TH STREET SUITE 200 ATTN: JACK MORRISON LUBBOCK Texas 79404 INVOICE TO: CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 ` LUBBOCK, TX 79457 BY: Ordered 08/10/2010 Freight Requested 08/23/2010 Taken By Delivery PER M LONG REQ 35515 Description/Supplier Item MAEV-PKGED BATTERY MAEV-NPA9Y ANTENNA MAEV-NNC5X MIC-MAMW-NMC7Z CHARGER MAEV-NCH9T Terms NET 30 DAYS R HOLDER ITB 07 -070 -MA Ordered UM Unit Cost UM Extension Request Date 2.000 EA 75.0000 EA 150.00 08/23/2010 2.000 EA 30.0000 EA 60.00 08/23/2010 2.000 EA 101.2500 EA 202.50 08/23/2010 2.000 EA 90.0000 EA 180.00 08/23/2010 Total Order 31,110.10 This purchase order encumbers funds in the amount of $31,110.10, for a bid awarded to Dailey Wells Communications Incorporated of San Antonio, Texas, on September 13, 2007, in accordance with Resolution No. 2007-R0422. The following are incorporated into and made part of this purchase order by letter of ratification or Resolution No. 2007-R0422. CITY OF LUBBOCK ATTEST: Tom Martin, Mayor Rebe ca Garza, City Secretary TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK, TEXAS Seller and Buyer agree as fol lows: 1, SELLER TO PACKAGE GOODS. Seller will package goods in accordance with good commercial practice. Each shipping container shall be clearly and permanently marked as follows (a) Seller's name and address, (b) Consignee's name, address and purchase order or purchase release number and the supply agreement number if applicable, (c) Container number and total number of containers, e.g. box I of 4 boxes, and (d) the number of the container bearing the packing slip. Seller shall bear cost of packaging unless otherwise provided. Goods shall he suitably packed to secure lowest transportation costs and to conform with requirements of common carriers and any applicable specifications. Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not authorized to ship the goods under reservation and no tender of a bill of lading will operate as a tender of goods. 3. TITLE AND RiSK OF LOSS. The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods at the point or points of delivery. 4. NO REPLACEMENT OF DEFECTIVE TENDER. Every tender of delivery of goods 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 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 2000, Lubbock, Texas 79457. Payment shall not be due until the above instruments are submitted after delivery. 6. GRATUITIES. The Buyer may, by wnuen notice to the Seller, cancel this contract without liability to Seller if it is determined by Buyer that gratuities, in the form of emertain=m, gifts or otherwise, were offered or given by the Seller, or any agent or representative of the Seller, to any officer or employee of the City of Lubbock with a view to securing a contract or securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performing of such a contract. In the event this contract is canceled by Buyer pursuant to this provision, Buyer shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by Seller in providing such gratuities. 7. SPECIAL TOOLS & TEST EQUIPMENT. If the price stated on the face hereof includes the cost orally special tooling or special test equipment fabricated ar required by Seller for the purpose of filling this order, quell special tooling equipment and any process sheets related thereto shall become the property of the Buyer and to the extent feasible shall be identified by the Seller as such, S. WARRANTY -PRICE. a. The price to be paid by the Buyer shall be that contained in Seller's bid which Seller warrants to be no higher than Seller's current process on orders by others for products of the kind and specification covered by this agreement for similar quantities under similar of like conditions and methods of purchase. In the event Seller breaches this warranty, the prices of the items shall be reduced to the Seller's current prices on ordersby others, or in the alternative. Buyer may cancel this contract without liability to Seller for breach or Seller's actual expense. b. The Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission, percentage, brokerage, or contingent fee excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Seller for the purpose of securing business. For breach of viciation 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 Sellar, if any, in the event of a conflict or between the specifications, drawings, and descriptions, the specifications shall govem. 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 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 year2000 calculations will be recognized and accommodated and wiil 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 lite 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. 10SAFETY 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 attached to this agreement will give rise to the rightful claim of any third person by way of infringement of the like. Buyer makes no warranty that the production of goods according to the specification will not give rise to such a claim., and in no event shall Buyer be liable to Seller for indemnification in the event that Seller is sued on the grounds of infringement of the like. If Seller is of the opinion that an infringement or the like will result, he will notify the Buyer to this effect in writing within two weeks after the signing of this agreement. If Buyer does not receive notice and is subsequently held liable for the infringement or the like, Seller will save Buyer harmless. If Seller in good faith ascertains the production of the goods in accordance with the specifications will result in infringement or the tike, 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 Seller or if the Seller becomes insolvent or commits acts of bankruptcy. Such right of cancellation is in addition to and not in lieu of any other remedies which Buyer may have in law or equity. 14. TERMINATION. The performance ofwork under this order may be terminated in whole, or in part by the Buyer in accordance with this provision. Termination of work hereunder shall be effected by the delivery of the Seller of a "Notice of Termination" specifying the extent to which performance of work under the order is terminated and the date upon which such termination becomes effective. Such right or termination is in addition to and not in lieu of the rights of Buyer set forth in Clause 13, herein, 15. FORCE MAJEURE. Neither party shall be held responsible for iosses, resulting if the fulfillment of any terms of provisions of this contract is delayed or prevented by any cause not within the control of the party whose performance is interfered with, and which by the exercise of reasonable diligence said party is unable to prevent. 16. 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 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 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 ill 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 shalt be construed as meaning the Uniform Commercial Code as adopted in the State of Texas as effective and in force on the date of this agreement. 20. RIGHT TO ASSURANCE. Whenever one party to this contract in brood faith has reason to question the other party's intent to perform he may demand that the other parry give written assurance of Nis 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. 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 attorneys and all costs and other expenses arising therefrom of incurred in connection therewith, and, if any judgment shall be rendered against the Buyer in any such action, the Seller shall, at its own expenses, satisfy and discharge the same Seller expressly understands and agrees that any bond required by this contract, or otherwise provided by Seller, shall in no way limit the responsibility to indemnify, keep and save harmless and defend the Buyer as herein provided. 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 riot be discriminated against on the grounds of race, color, sex or natural origin inconsideration for an award. Rev, 0812005 AubV60'k TO PURCHASE ORDER DAILEY WELLS COMMUNICATIONS 3440 E HOUSTON ST SAN ANTONIO Texas 78219 Page - I Date - 03/07/2011 Order Number 32500147 000 OP SHIP TO: Branch/Plant 325 CITY OF LUBBOCK RADIO REPAIR SHOP 530 36TH STREET, SUITE 200 ATTN: JACK MORRISON LUBBOCK Texas 79404 INVOICE TO: CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 BY: t op Ordered 03/07/2011 Freight Requested 03/11/2011 Taken By Delivery PER M LONG REQ 37003 Description/Supplier Item P7150 PORTABLES-HT715OS81X 800 SYS/GRP FEATURE-HTPL3R ENCRYPTION FEATURE-HTVE EDACS FEATURE-HTED ANTENNA-HTNCIK BELT LOOP & SWIVEL-HTHC7T BATTERY-HTPA91? CHARGER-HTCH9E Terms NET 30 DAYS R HOLDER ITB 07 -070 -MA Ordered Unit Cost UM Extension Request Date 10.000 1,530.0000 EA 15,300.00 03/11/2011 10.000 161.2500 EA 1,612.50 03/11/2011 10.000 630.0000 EA 6,300.00 03/11/2011 10.000 888.7500 EA 8,887.50 03/11/2011 10.000 18.7500 EA 187.50 03/11/2011 10.000 26.2500 EA 262.50 03/11/2011 10.000 75.0000 EA 750.00 03/11/2011 10.000 97.5000 EA 975.00 03/11/2011 Total Order 34,275.00 This purchase order encumbers funds in the amount of $34,275.00 for a bid awarded to Dailey Wells Communications Incorporated of San Antonio, Texas, on September 13, 2007, in accordance with Resolution No. 2007-110422. The following are incorporated into and made part of this purchase order by letter of ratification or Resolution No. 2007-R0422. CITY OF LUBBOCK Z,–,— Tom Martin, Mayor 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 package goods in accordance with good commercial practice. Each shipping container shall be clearly and permanently marked as follows (a) Seller's name and address, (b) Consignee's name, address and purchase order or purchase release number and the supply agreement number if applicable, (c) Container number and total number of containers, e.g, box i of 4 boxes, and (d) the number of the container bearing the packing slip. Seller shall bear cost of packaging unless otherwise provided. Goods shall be suitably packed to secure lowest transportation costs and to conform with requirements of conunon carriers and any appticable specifications. Buyer's count or weight shall he final and conclusive on shipments not accompanied by packing lists, 2. SHIPMENT UNDER RESERVATION PROHIBITED, Seller is not aurhonzed to ship the goods under reservation and qo tender rf a bill of lading will operate as a tender of goods.- 3, oods.3. TITLE AND RISK OF LOSS. The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods at the point or points of detivery. 4. NO REPLACEMENT OF DEFECTIVE TENDER. Every tenderof deliveryof goods must fully comply with all provisions of this contract as to time of delivery, quality and the like. Ira 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 2000, Lubbock, Texas 79457, Payment shall not be due until the above instruments are submitted after delivery. 6. GRATUITIES. The Buyer may, by written notice to the Seller, cancel this contract without liability to Seller if it is determined by Buyer that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Seiler, 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 or the cost incurred by Seller in providing such gratuities. 7. SPECIAL TOOLS & TEST EQUIPMENT. if the price stated on the face hereof includes the cost of any special tooling or special test equipment fabricated ar required by Seller far the purpose of filling this order, such special tooting equipment and any process sheets related thereto shall become the property of the Buyer and to the extent feasible shall be identified by the Seller as such. S. WARRANTY -PRICE. a. The price to be paid by the Buyer shall be that contained in Seller's bid which Seller warrants to be no higher than Seller's current process on orders by others fur 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 Seiler for breach or Seller's actual expense. It. The Seller warrants that no person or selling agency has been employed or retained so solicit or secure this contract upon an agreement or understanding for commission, percentage, brokerage, or contingent fee excepting bane fide employees of bons 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, ifany. 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) ofall hardware, sonware 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 ycAr2000 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 sale 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 arty third party involved in the creation or development of the products and services to be delivered to the City of Lubbock under this Contract. Failure to comply with any of the obligations contained herein, may result in the City of Lubbock availing itself of any of its rights under the law and under this Contract including, but not limited to, its right pertaining to termination or default. The warranties contained herein are separate and discrete from any other warranties specified in this Contract, and are not subject to any disclaimer of warranty, implied or expressed, or limitation of the Seller's liability which may be specified in this Contract, its appendices, its schedules, its annexes or any document incorporated in this Contract by reference, 10. SAFETY WARRANTY. Seller warrants that the product sold to the Buyer shall conform to the standards promulgated by the U. S. Department of Labor under the Occupational Safety and Health Act of 1970. In the event the product does not conform to OSHA standards, Buyer may return the product for correction or replacement at the Seller's expense. In the event Seller fails to make the appropriate correction within a reasonable time, correction made by Buyer will be at the Seller's expense. 1 I . NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As parlor this contract for sale Seller agrees to ascertain whether goods manufactured in accordance with the specifications attached to this agreement will give rise to the rightful claim of any third persat byway of infringement of the like. Buyer makes no warranty that the production of goods according to the specification will not give nse to such a claim, and in no event shall Buyer be liable to Seller for indemnification in the event that Seller is sued on the grounds of infringement of the like, if Seller is of the opinion that an infringement or the like will result. he will notify the Buyer to this effect in writing within two weeks after the signing of this agreement. If Buyer does not receive notice and is subsequently held liable for the infringement or the like, Seller will save Buyer harmless. if Seller in good faith ascertains the production of the goods in accordance with the specifications will result in infringement or the like, the contract shall be null and void. 12. 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 terns hereof including warranties of Seiler 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 maybe terminated in whole, or in par by the Buyer in accordance with this provision. Termination of work hereunder shall be effected by the delivery of the Seller of a "Notice of Termination' specifying the extent to which performance of work under the order is terminated and the date upon which such termination becomes effective. Such right or termination is in addition to and nut in lieu of the rights of Buyer set forth in Clause 13, herein. 15. FORCE MA3EURE. Neither party shall be held responsible for losses, resulting if the fulfillment of any terms of provisions of this contract is delayed or prevented by any cause not within the control of the party whose performance is interfered with, and which by the exercise of reasonable diligence said party is unable to prevent. 16. 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 al l purpose unless prude in conformity with this paragraph. IT WAIVER. No claim or right arising out of a breach of this contract can be discharged it% whute 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. 38. 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 temps 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 as meaning the Uniform Commercial Code as 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 assurance 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 Iherefromt, 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 Seiler shall, at his own expense, appear, defend and pay all charges of attorneys and all costs and other expenses arising therefrom of incurred in connection therewith, and, if any judgment shall be rendered against the Buyer in any such action, the Seller shall, at its own expenses, satisfy and discharge the same Seller expressly understands and agrees that any bond required by this contract, or otherwise provided by Seller, shall in no way limit the responsibility to indemnify, keep and save harmless and defend the Buyer as herein provided. 22. TiME. Et 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 agreeimene 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 consideration for an award. Rev. 08/2005 DAILEY-WELLS COMMUNICATIONS, INC. 3440 E. Houston St. San Antonio, TX 78219 To: City of Lubbock From: Richard Kirian, 505-453-2029, richardkirian@juno.com Date: 2/23/2011 PRODUCT - P7100 PORTABLE RADIOS G 3 �2_�5( A/` jr0A1LEY-W!EL7LS ITEM PART NUMBER DESCRIPTION Qnty. UNIT LIST DISC. % UNIT SALE EXT. SALE P7100 EDACS SCAN RADIO 1 HT715OS81X Portable,P7150,806-87010Hz,Scan 10 $ 2,040.00 25% $ 1,530.00 $ 15,300.00 2 HTPL3R Feature,800 System/Groups 10 $ 215.00 25% $ 161.25 $ 1,612.50 3 HTVE Feature Set,Ae is w/ 64B VGE Encryption 10 $ 840.00 25% $ 630.00 $ 6,300.00 4 HTED Feature Set,EDACS Radio 10 $ 1,185.00 25% $ 888.75 $ 8,887.50 5 HTNCIK Antenna,800MHz,Whi <IS> 10 $ 25.00 25% $ 18.75 $ 187.50 6 HTHC7T Belt Loop, Leather,with Swivel<IS> 10 $ 35.00 25% $ 26.25 $ 262.50 7 HTPA9P Battery, Nirnh, Extra Hi Ca acit ,DR 10 $ 100.00 25% $ 75.00 $ 750.00 HTCH9E Charger,Single,Tri-Chemistry 10 $ 130.00 25% $ 97.50 $ 975.00 L TOTAL $ 34,275.00 Price valid until 3-31-11 Terms: Net 30 Days Shipping: Pre -Pay and add to the invoice. } city of / IUbbock TO: PURCHASE ORDER DAILEY WELLS COMMUNICATIONS 3440 E HOUSTON ST SAN ANTONIO Texas 78219 Page - 1 Date - 03/07/2011 Order Number 32500146 000 OP SHIP TO: Branch/Plant 325 CITY OF LUBBOCK RADIO REPAIR SHOP 530 36TH STREET, SUITE 20__0_ ATTN: JACK MORRIS0 LUBBOCK Texas 79404 INVOICE TO: CITY OF LUBBOCK ACCOUNTS PAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 BY: Ordered 03/04/2011 Freight Requested 03/11/2011 Taken By Delivery PER M LONG REQ 36775 ITB 07 -070 -MA R HOLDER Description/Supplier Item Ordered Unit Cost UM Extension Request Date M7300 MOBILE-MAMW-SDMXX 20.000 1,398.7500 EA 27,975.00 03/11/2011 PROSCAN FEATURE-MAMW-NPL1X 20.000 176.2500 EA 3,525.00 03/11/2011 1024 SYS/GRP FEATURE-N/CHG 20.000 EA 03/11/2011 MAMW-NPL3R EDACS FEATURE-MAMW-PKGED 20.000 888.7500 EA 17,775.00 03/11/2011 SCAN REMOTE MOUNT-MAMW-MCP9E 20.000 540.0000 EA 10,800.00 03/11/2011 REMOTE MOUNT ACCESSORIES 20.000 270.0000 EA 5,400.00 03/11/2011 MAMW-NZN7R MIC-MAMW-NMC7Z 20.000 60.0000 EA 1,200.00 03/11/2011 FREIGHT 1.000 500.0000 EA 500.00 03/11/2011 P7350 SCAN PORTABLE-MAEV-S7HXX 28.000 1,740.0000 EA 48,720.00 03/11/2011 1024 SYS/GRP FEATURE-N/CHG 28.000 EA 03/11/2011 MAEV-NPL3R PROSCAN FEATURE-MAEV-NPL IX 28.000 176.2500 EA 4,935.00 03/11/2011 EDACS FEATURE-MAEV-PKGED 28.000 888.7500 EA 24,885.00 03/11/2011 BATTERY-MAEV-NPA9Y 28.000 75.0000 EA 2,100.00 03/11/2011 ANTENNA-MAEV-NNC5X 28.000 30.0000 EA 840.00 03/11/2011 MIC-MAEV-NAE9D 28.000 101.2500 EA 2,835.00 03/11/2011 FREIGHT 1.000 600.0000 EA 600.00 03/11/2011 P7350 SYSTEM PORTABLE 15.000 1,890.0000 EA 28,350.00 03/1112011. 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 I of 4 boxes, and (d) the number critic container hearing the packing slip. Seller shall bear cost of packaging unless utherwise provided. Goods shall be suitably packed to secure lowest transportationcosts and to conform with requirements of common earners and any applicable specifications. Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not authorized to ship the goods under reservation and no tender of a bill of lading wil I operatir 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. df a lender is made which does not fully conform, this shall constitute a breach and Seller shall not have the not to substitute a conforming tender, provided, where the time for performance has not yet expired, the Seller may reasonably notify Buyer of his intention to cure and may then make a conforming tender within the contract time but not afterward. i. 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 2000, Lubbock, Texas 79457. Payment shall not be due until the above instruments are submitted after delivery, 6. GRATUITIES. The Buyer may, by written notice to the Seller, cancel this contract without liability to Seller if it is determined by Buyer that gratuities, in the form of entertainment, gins or otherwise, were ofTered or given by the Seller, or any agent or representative of the Seller, to any officer or employee of the City of Lubbock with a view to securing a contract or securing favorable treatment with respect to the awarding or amending, or the making of any .determinations with respect to the performing of such a contract. In the event this contract is canceled by Buyer pursuant to this provision, Buyer shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by Seller in providing such gratuities. 7. SPECIAL TOOLS & TEST EQUIPMENT. If the price stated on the face herenf 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 !hereto shall become the property of the Buyer and to the extent feasible shall be identified by the Seller as such. N. WARRANTY -PRICE. a. The price to be paid by the Buyer shall be that contained in Seller's bid which Seller warrants to he no higher than Seller's current process on orders by others for products of the kind and specification covered by this agreement for similar quantities under similar of like conditions and methods of purchase. In the event Seller breaches This warranty, the prices of The items shall be reduced to she Seller's current prices on orders by others, or in the alternative. Buyer may cancel chis contract withour iiabtiity to Seiler for breach or Seiier's actual expense. b. The Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement. or understanding for commission, percentage, brokerage, or contingent fee excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Seller for the purpose of securing business. For breach of vitiation of this warranty the Buyer shall have the right in addition to any other right of rights to cancel this contract without liability and to deduct from the contract price, or otherwise recover without liability and to deduct from the contract price, or otherwise recover the full amount of such commission, percentage, brokerage or contingent fee. d, WARRANTY -PRODUCT. Seller shalt not limit or exclude any implied warranties and any attempt to do so shall render this contract voidable at the option of rhe 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 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 ycar2000 calculations will be recognized and accommodated and will not, in any way, result in hardware, software or ftrrrsware failure. The City of Lubbock, at its sole option, may require the Seiler. 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 rhe 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 m this Contract, and are not subject to any disclaimer of warranty, implied or expressed, or him talion of the Seller's liability which may be specified in this Contract, its appendices, its schedules, its annexes or any document incorporated in this Contract by reference. 10. SAFETY WARRANTY. Seller warrants that the product sold to the Buyer shall conform to the standards promulgated by the U. S. Department of Labor under the Occupational Safety and Health Act of 1970. In the event the product does not conform to OSHA standards. Bu>cr may return the product for correction or replacement at the Seller's expense. in the event Seiler fella to make the appropriate correction within a reasonable time, correction made by Buyer will be at. the Seller's expense. L I. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As part of this contract fur sale Seller agrees to ascertain whether goods manufactured in accordance with the specifications attached to this agreement will give rise to the rightful claim of any third person by way of infringement of the like. Buyer makes no warranty that the production of goods �ilrespeetfreatiertwiit not-giveriselo sueiraclaim; and in naevent shall Buyer W liable to Seller for indemnification in the event that Seiler is sued on the grounds of infringement of the like. If Seller is of the opinion That an infringement or the like will result, he will notify the Buyer to this effect in writing within two weeks after the signing of this agreement. If Buyer does not receive notice and is subsequently held liable for the infringement or the like, Seller will save Buyer hamtless. 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 shalt be null and void. 12. RIGHT OF INSPECTION. Buyer shall have the right to inspect the goods al delivery before accepting them. U. CANCELLATION. Buyer shall have the fight 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 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. TERMINATION. The performance of work under this order may be ternimated in svhole, or in part by the Buyer in accordance with this provision. Termination of work hereunder shall be effected by the delivery of the Seller of a "Notice of Termination" specifying the extent to which performance of work under the order is terminated and the date upon which such termination becomes effective. Such right or termination is in addition to and not in lieu of the rights of Buyer set forth in Clause 13, herein. 15. FORCE MAJEURE. Neither party shall be held responsible for losses, resulting if the fulfillment of any terms of provisions of this contract is delayed or prevented by any cause not within the control of the party whose performance is interfered with, and which by the exercise of reasonable diligence said party is unable to prevent. 16. 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 Fakir in conformity with this paragraph. 17. WAIVER. No claim or right arising out of a breach of this contract can he discharged in whnte or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation ii 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 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 tenni 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 ]AW. This agreement shall be governed by the Uniform Canmterciaf Code. Where ever the term "Uniform Conmtercial Code" is used, it shall be construed as meaning the Uniform Commercial Code as adopted in The Slate 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 piny 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. 21. INDEMNIFICATION. Seller shall indemnify, keep and save harmless the Buyer, its agents, officials and employeea, 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 Seiler or its employees, or of the subScller or assignee or its employees, if any, and the Seiler shall, at his own expense, appear, defend and pay all charges of attorneys and all costs and other expenses arising therefrom of incurred in connection therewith, and, if any judgment shall be rendered against the Buyer in any such action, the Seller shall, at its own expenses, satisfy, and discharge the same Seller expressly understands and agrees that any bond required by this contract, or otherwise provided by Seller, shall in no way limit the responsibility to indemnify, keep and save harmless and defend the Buyer as herein provided. 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 derhull of this agreement. 23. MBE. The City of Lubbock hereby nalines 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 bits in response to this invitation and will not be discriminated against on the grounds of race, calor, sex or natural origin in consideration for an award. Rcv. 08/2005 city Of �l�b�ack TO: PURCHASE ORDER DAILEY WELLS COMMUNICATIONS IN 3440 E HOUSTON ST SAN ANTONIO Texas 78219- - - Page - 2 Date 03/07/2011 Order Number 32500146 000 OP SHIP TO: Branch/Plant 325 CITY OF LUBBOCK RADIO REPAIR SHOP 530 36TH STREET, SUITE 200 ATTN: JACK MORRISON LUBBOCK Texas 79404 INVOICE TO: CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2004 LUBBOCK, TX 79457 BY: Ordered 03/04/2011 Freight Requested 03/11/2011 Taken By Delivery PER M LONG REQ 36775 ITB 07 -070 -MA _ Description/Supplier Item Ordered _ Unit Cost MAEV-T7HXX 1024 SYS/GRP FEATURE-N/CHG 15.000 MAEV-NPL3R EA PROSCAN FEATURE-MAEV-NPL1X 15.000 EDACS FEATURE-MAEV-PKGED 15.000 BATTERY-MAEV-NPA9Y 15.000 ANTENNA-MAEV-NNC5X 15.000 MIC-MAEV-NAE9D 15.000 FREIGHT 1.000 Terms NET 30 DAYS UM Extension EA 176.2500 EA 888.7500 EA 75.0000 EA 30.0000 EA 101.2500 EA 300.0000 EA Total Order R HOLDER Request Date 03/11/2011 2,643.75 03/11/2011 13,331.25 03/11/2011 1,125.00 03/11/2011 450.00 03/11/2011 1,518.75 03/11/2011 300.00 03/11/2011 199,808.75 This purchase order encumbers funds in the amount of $199,808.75 for a bid awarded to Dailey Wells Communications Incorporated of San Antonio, Texas, on September 13, 2007, in accordance with Resolution No. 2007-R0422. The following are incorporated into and made part of this purchase order by letter of ratification or Resolution No. 2007-R0422. CITY OF LUBBOCK Tom Martin, Mayor 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 package goods in accordance with good commercial practice. Each shipping container shall he 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, lc) Container number and total number of containers, e.g. box I of 4 boxes, and (d) the number of the container hearing the packing slip. Seller shall bear cost of packaging unless otherwise provided. Goods shall be suitably packed to secure lowest transportation costs and to conform with requirements of common carriers and any applicable specifications. Buyer's count or weight shall be final and conclusive an shipments not accompanied by packing lists. 2. SHIPMENT CINDER RESERVATION PROHIBITED. Seller is not authorized to ship the goods under reservation and Ila 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 or 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. Ifa lender is made which does not fully conform, this shall constitute a breach and Seller shall not have the right to substitute it conforming tender, provided, where the time for performance has not yet expired, the Seller may reasonably notify Buyer of his intention to cure and may then make a conforming tender within the contract time but not afterward. S. 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 Poyable, City of Lubbock, P. O. Box 2000, Lubbock, Texas 79457. Payment shall not be due until the above instruments are submitted after delivery. 6. GRATUITIES. The Buyer may, by written notice to the Seller, cancel this contract without liability to Seller if it is determined by Buyer that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Seller, or any agent or representative of the Seller, to any officer or employee of the City of Lubbock with a view to securing a contract or securing favorable treatment with respect to the awarding or amending, or the retaking of any detemtinafions 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 ami rentictlies, to recover or withhold the amount of the cost incurred by Seller in providing such gratuities. 7. SPECIAL TOOLS dt TEST EQUIPMENT. if the price stated on the face hereof includes the cost of any special tooling or special lest equipment fabricated or required by Seiler 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 shad be identified by the Seller as such. tl, WARRANTY -PRICE. a. The price to be paid by the Buyer shall be that contained in Seller's hid which Seller warrants to be no higher than Seller's current process an orders by others for products of the kind and specification covered by this agreement for Simi [or quantities under similar of like conditions and methods of purchase. In the event Seller breaches this warrarsty, 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 habdity 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, OF contingent fee excepting bona fide employees of bona fide established cummercial 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 Ibis 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 Seiler represents and warrants fault -free performance and fault-frce result in the processing date and date related data (including, but not limited to calculating, comparing and sequencing) of all hardware, software and firmware products delivered and services provided under this Contract, individually or in combination, as the case may be from the effective date of this Contract. Also, the Seller warrants the ycar2lJW calculations will be recognized and accommodated and will not, in any way, result in hardware, software or firmware failure. The City of Lubbock, or 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 i(seif of any of its rights under the law and under ibis Contract including, but not limited to, its right pertaining to termination or default. The warranties contained herein are separate and discrete from any other warranties specified in this Contract, and are not subject to any disclaimer of warranty, implied or expressed, or limitation of the Seller's liability which may be specified in this Contract, its appendices, its schedules, its annexes or any document incorporated in this Contract by reference. 10. SAFETY WARRANTY. Seller warrants that the product sold to rhe Buyer shall conform to the standards promutgated by the U. S. Department of Labor under the Occupational Safely 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. IL 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 rightful claim of any third persout 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 evert sltallBayer be liable to Sellar for indemnification in the event that Seller is sued on the grounds of infringement of the like. if Seller is of rhe opinion that an infringement or the like will result, he will notify the Buyer to this effect in writing within two weeks ,flier the signing of this agreement. if Buyer doer 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 iPc 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 Seller or if the Seller becames 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 shall be effected by the delivery of the Seller of a "Notice of Termination" specifying the extent to which performance or 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. 15. FORCE MAJEURE. Neither party shall be held responsible for losses, resulting if the fulfillment of any terror 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. 16. ASSIGNMENT -DELEGATION. No right or interest in (his contract shall be assigned or delegation of any obligation made by Seller without the written permission of the Buyer. Any attempted assignment or delcgution by Seller shall be wholly void and totally ineffective for al I purpose unless Horde in conformity with this paragraph. 17. WAIVER. No claim or right arising out afar breach of this contract can be discharged in while 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 sp"itications 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 Cade 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 consulted as meaning the Uniform Commercial Code as adopted in the State of Texas as effective and in force on rhe 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 assurance 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, claiurs, patent claims, suit, 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 Ilicrerrotn, whether or not it shall be alleged or determined that the act was Caused through negligence or umissioq of the Seller or its employees, or of the subSeller or assignee or its employees, if any, and the Seller shall, at his own expense, appear, defend and pay all charges of attorneys and all costs and other expenses arising therefrom of incurred in connection therewith, and, Jany 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 Aro 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 derault of this agreement. 23. VIBE. The City of Lubbock hereby notifies all bidders that in regard to any contract entered into pursuant to this request, minority and women business enterprises will be afforded equal opportunities to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, sex or natural origin in consideration for an award. Rev. 08/2005 'LLJ 000000 0 000a� oa o �C�C?q� oA � ..J ti Oi N 9 4 n O I+ W d ©O N ti N 9 0 0 d O M o v Ln �� f� � N o V m O V O Q fn r9 O e 47 r 0 r n m� r� N 2 [v IM M P .- 0 +C? t� ecO N r r V N 00 N O C U C o F 69 69 69 69 6, 6% 69 49 t» 69 Hi fA to En 69 to a 69 w 69 69 W w 69 W 47 nN W) U �noo S O P O oF,� 4 u Cn CNf�QON u] 4] p O lf7 H� P U O GNnOON 4'i I[7 4 4. 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N N x 49X69 69 69 69 I,9 Vi b9 69 t4.4.9 69 69 fA in 69 tlt to P4 N 4 N N 4 0 N N 0 0 N N m m N N m W N N W W N N W N 47 47 45 47 47 N N C wts 'c C C � CLO to 9 C a tt Na o o G �� r�C C7 W U) O c > U E 2 U1 W 7 Fa 7i V} p E u �n E S� IX EUxr on Qgv)a'v a'fO� 00 Ei'� a°F�<o E �- e} W.N O V O V a'..W 4.m O W o 2 D Z . .�, n C N l0 O Uo a7 n 2 M C '� 1lt. t' N I c al O O N� L C Ln � r: N ti Cl C al 0 0 N = p g ' U tna PE a 1L n U m O `u ° U U m O FrL a�'a�' o n a o da o n ti a o a,a o n u ( W N N ybj L 0 N N a1 J M. m w al a) a1 J ps n7 UJ p N N 0 C u C.2 (4 R a �?' U YJ Q C5 �WLLILU i a.WJ.LLL ava a am rn X O W N m Jm UJ 0. Z U X X x rn xn o� X X w x W o} rna oa4YUN2 S2.5(D<U W T��CSgU Wu UJZZ�ZZZ naaYa- ZQ nab-Yaz¢ z OZZILZzz >10111>111 zz N L r m V I[?W n rNMof..n rN. V..n -ity of lu mck PURCHASE ORDER TEXAS TO: DAILEY WELLS COMMUNICATIONS D C 3440 E HOUSTON ST SAN ANTONIO Texas 78219 INVOICE TO: CITY OF LUBBOCK ACCOUNTS PAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 Ordered 07/14/2011 Freight Requested 08/2512011 Taken By Delivery PER LONG M REQ 37699 SKIP TO: BY: CONTRACT # 8088 Resolution No. 2007—RO422 Page - 1 Date - 07/14/2011 OrderNumber 32500183 000 OP CITY OF LUBBOCK RADIO REPAIR SHOP 530 36TH STREET, SUITE 200 ATTN: JACK MORRISON LUBBOCK Texas 79404 D GAMBOA DescriptioNSuplier Item Ordered Unit Cost Um__ Extension Request Date P7350 PORTABLE 14.000 1,087.5000 EA 15,225.00 08/25/2011 MAEV-S7HXX SYS/GRP FEATURE 14.000 EA 08/25/2011 MAEV-NPL3R PROSCAN FEATURE 14.000 176.2500 EA 2,467.50 08/25/2011 MAEV-NPL1X EDACS FEATURE 14.000 888.7500 EA 12,442.50 08/25/2011 MAEV-PKGED LI -ION BATTERY 14.000 75.0000 EA 1,050.00 08/25/2011. MAEV-NPA9Y ANTENNA 14.000 30.0000 EA 420.00 08/25/2011 MAEV-NNC5X CHARGER 14.000 90.0000 EA 1,260.00 08/25/2011 MAEV-NCH9T MTC 14.000 101.2500 EA 1,417.50 08/25/2011 MAEV-NAE9D 1�bwcxl' TO: PURCHASE ORDER DAILEY WELLS COMMUNICATIONS I 3440 E HOUSTON ST SAN ANTONIO Texas 78219 C SHIP TO: INVOICE TO: CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 BY: Page - 2 Date - 07/14/2011 Order Number 32500183 000 OP Branch/Plant 325 CITY OF LUBBOCK RADIO REPAIR SHOP 530 36TH STREET, SUITE 200 ATTN: JACK MORRISON LUBBOCK Texas 79404 Ordered 07/14/2011 Freight Requested 08/25/2011 Taken By D GAMBOA Delivery PER LONG_M REQ 37699 CONTRACT # 8088 Description/Supplier_Ite_m Ordered Unit Cost UM Extension Request Date BELT LOOP & SWIVEL 14.000 26.2500 EA 367.50 08/2512011 FREIGHT MAEV-NHC7T FRT Terms NET 30 DAYS 1.000 250.0000 EA 250.00 08/25/2011 Total Order 34,900.00 This purchase order encumbers funds in the amount of $34,900.00 to Dailey Wells Communications, Inc., of San Antonio, Texas on August 11, 2011, in accordance with Resolution No. 2007-R0422. The following is incorporated into and made part of this purchase order by letter of ratification of Resolution No. 2007-R0422. CITY OF LUBBOCK ATTEST: Tom Nfartin, Mayor Rebecca Garza, City Secretary 40011,0. l�bbe'ty�� PURCHASE ORDER TEXAS TO: DAILEY WELLS COMMUNICATIONS INC 3440 E HOUSTON ST SAN ANTONIO Texas 78219 Resolution No. 2007—RO422 Page - 1 Date - 01/04/2012 Order Number 32500229 000 OP Branch/Plant 325 SHIP TO: CITY OF LUBBOCK RADIO REPAIR SHOP 530 36TH STREET, SUITE 200 ATTN: JACK MORRISON LUBBOCK Texas 79404 INVOICE TO: CITY OF LUBBOCK ACCOUNTS PAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 BY: M Alvarez Director OPurchasing & Contract Managemcnt Ordered 01/04/2012 Freight Requested 01/13/2012 Taken By Delivery PER LONG—M REQ 38885 Description/Supplier Item 1024 SYS/GRP FEATURE MAMW-NPL3R EDACS FEATURE MAMW-PKGED REMOTE MOUNT MAMW-NCP9E REMOTE MOUNT ACCESSORIES MAMW-NZN7R MIC MAM W-NMC7Z FREIGHT FRT M7300 MOBILE MAMW-SDMXX Terms NET 30 DAYS D GAMBOA CONTRACT # 8088 Ordered Unit Cost UM Extension Request Date 10.000 EA 01/13/2012 10.000 888.7500 EA 8,887.50 01/13/2012 10.000 540.0000 EA 5,400.00 01/13/2012 10.000 270.0000 EA 2,700.04 01/13/2012 10.000 60.0000 EA 600.00 01/13/2012 1,000 200.0000 EA 200,00 01/13/2012 10.000 1,398.7500 EA 13,987.50 01/13/2012 Total Order 31, 775.00 TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK, TEXAS Seller and Buyer agree as follows: t. SELLER TO PACKAGE GOODS. Sella will package goods in accordance with good commercial practice. Each shipping container shall be clearly NO permanently marked ss follows (a) Seller's name and address, (b) Consignee's name, address and purchase order or purchase release number and the supply agreement number if applicable, (c) Container number and total number of containers, e.g. box I of 4 boxes, and (d) the number of the container hearing the pecking slip. Seller shall brat cost of packaging unless otherwise provided. Goods shall be suitably packed to secure lowest transportation costs and to conform with requirement, of common carriers and any applicable specifications. Buya's count or weight sham be final and conclusive on shipments not accompanied by packing lists. 2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not authorized to ship the goods underreservation and no tenderof a bill of lacing will operate as a tench of goads. 3. TrITE AND RISK OF LOSS. The title and risk of loss of the goods shall not pass to Buyer unfit Buyer actually receives and taken possession of the goods at the point or points of delivery. 4. NO REPLACEMENT OF DEFECTTVE TENDER. Every tender of delivery of goods must fully comply with all provisions of this contract an to time of delivery, quality and the like. If s tender is made which does not fully conform, this shall constitute s breach and Sella shall not have the right to substitute a conforming tender, provided, where the time for performance bas not yen expired, the Sella 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. Sella shall submit separate invoices, in duplicate, one each purchase order or purchase Maw after each delivery. invoices shall indicate the purchase order or purchase release number and the supply agreement number if applicable. Invoices sham be itemized and transportation chagea. if my, shall he listed separately. A copy of the bill of lading, and the freight waybill when applicable, should be machesd to the invoice. Mail To: Accounts Payable, City of Lubbock, P. O. Box 2000, Lubbock, Tcxan 79457. Payment shah Dot be due until the above instruments are submitted after delivery. b. GRATUITIES. The Buyer may, by written notice to the Sella, cancel this contract without liability to Seiler if it is determined by Buyer that grafuities, in the form of entereinment,gifts a otherwise, were offered or given by the Sella, or my agent or representative of the Sella, to my officer or employee of the City of 'Lubbock with a view to saucing a contract or securing favorable uea meat with respect to the awarding or amending, or the making of my determinations with respect to the parorming 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 Sema in providing such gratuities. 7.. SPECIAL TOOLS & TEST EQUIPMENT. If the price stated on the face hereof includes the cost of say special tooling or special test 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 extent feasible shall be identified by the Seller as such. a. WARRANTY -PRICE. a The price to be paid by the Buyer shall be that contained in Seller's bid which Seiler warrants to be no higher there Sellei s current process on orders by others for products of the kind and specification covered by this agreement for similar quantities under similar of like conditions and methods of purchase. In the event Seller breaches this warranty, the prices of the items sham be reduced to the Seller's current prices on orders by others, or in the alhaoative. Buyer may cancel this contract without liability to Seller for breach Or Seller's actual expense. b. The Sella warrants that no prism or selling agency has been employed or retained to solicit or secure rthis contract upon an agreement or understanding for commission. percentage, brokerage, or contingents fee excepting boos ride employees of bow, tide established commercial or selling agencies maintained by the Seller for the purpose of securing business. For breach of viciation of this warranty the Buyer shad have the right in addition to my other right of rights to ranee[ this contract without liability and to deduct from the contract price, or otherwise recover without liability and to deduct from the contract pride, or otherwise recover the full amount of such commission, percemmgc, brokerage or contingent fee. 9. WARRANTY -PRODUCT. Seller shall not limit or exclude any implied warrsnties 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 my. In the event of s conflict or between the specifications, drawings, and descriptions, the specifications sham Severe. Notwithstanding any provisions contained in the contractual agreement, the Seller represents and warrants fault -Bee performance and fauh-free result in the processing date and date related data (including, but not limited to calculating, comparing and sequencing) of all hardware, software ad finmwwe products delivered and services pm"ded under thin Contract, individually or in combination, an the case may be from the effective date of this Canusct. Also, the Sella warants the yean2000 calculations will be recognized Lad accommodated and will not, in my way, rsuh in hardwire, sortwere tx firmware failare. The City of Lubbock. It its sole option, may require the Sella, at any time, to demonstrate the procedures it imcnds 10 follow in order to comply with all the obligations contained herein. The obligadow contained herein apply to products and services provided by the Seller, its sub -Seller or my third potty involved is the creation or development of the products and service to be delivered to the City of Lubbock under this Cantram Failure to comply with my of the Obligations contained hercia., may result is the City of Lubbock wailing itself of my 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 arc separate and discrete from my other warranties specified in this Contract, and we not subject to any disclaimer of warranty, implied or expresser(, or limitation of the Seller's liability which may be specified in this Contract, its appendices, its schednlea, its annexes or say document incorporated in this Contract by reference. 10. SAFETY WARRANTY, Sella warrents that the product sold to the Buyer shall conform to the standards promulgated by the U. S. Deportment of Labor under the Occupational Safely and Health Aa of 1970. In the event the product does not conform to OSHA standert4, Buyer may return the product for correction or replacement at the Seiler's expense. In the event Seller fails to make the appropriate correction within a reasoaabk time, correction made by Buyer will be at the Seller's expense. It. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As part of this contract for sale Seiler agrees to ascertain whether goods manufactured in accordance with the specifications attached to this agreement will give rise to the rightful claim of any third prion 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 an event shall Buyer be liable to Sella for indemaification in the event that Sella is sued on the grounds of infringement of the like. If Seller is of the opinion that an iafringeman 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 subsequrady held liable for the infringement or the like, Sella will save Buyer harmless. If Seller in good faith ascertains the production of the goods in accordance with the specificaions will result in infringement or the like, the contract shall be null and void. L2. RIGHT OF INSPECTION. Buyer shall have the right 10 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 breaches any of the terms hereof including warranties of Seller or if the Sella becomes insolvent err commits acts of bankruptcy. Such right of cancellation is in addition to and not in lieu of any other rcmedics 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. Tcrnination of work hereunder shall be effected by the delivery of the Seller of a "Notice of Termination" specifying the extent to which performance of work uuda 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 Ixth in Clause 13,. herein. 13. FORCE MAJEURE. Neither party shall be held responsible for losses, resulting if the fulfillment of my teras 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 flue exercise of reasonable diligatx said party is unable to prevent. 16. ASS[ONMENT-DELEGATION. No rigbt or interest in this contract shall be assigned or delegation of may obligation made by Seller without the written permission of the Buyer. Any incepted assignment err delegation by Sella shall be wholly void and totally ineffective for all purpose unless merle inconformity with this paragraph. 17. WAIVER No claim or right arising out of a breads of this contract can be discharged in whole or in pert by a waiver or renunciation of the claim of right unless, the waiver or renunciation is supported by conaldentlion and is in writing signed by the aggrieved party. 18. INTERPRETATION -PAROLE EVIDENCE. This writing, plus any rpmificatioms for bids and performance provided by Bayer in its advertisement for bids, and my other documents provided by Sella as pan of his bid is Intended by the parties as s Final expression of their agreement and intended also as a complete and exclusive statement of the term of their agreement. Whenever a term defined by the Uniform Commercial Code is used in this agreement, the definition contained in the Cods is to central. 19. APPLICABLE LAW. Thin agreement shall be governed by the Uniform Commercial Code. Where ever the term -Uniform Commercial Code' * is used, it shall be construed an meaning rhe Uniform Commercial Code an adopted in the State of Tens as effective and in force on the date of this agreanacat, 20. RIGHT TO ASSURANCE. Whenever one parry, to this contract in good faith hr reason to question the claw party's intent to perform he may demand thatthe other parry give written assurance of his interns to perform. [a the event that a demand is made and no assurance is given within five (5) days, the demanding party may trey this failure as an anticipatory repudiation of the contract. 21. INDEMNIMCATION. Seller shall indamify, keep and save harmless the Buyer, its agents, Officials and employees, against aft injuries, deatfhs, loss, damage, claims, patent claims, suits, liabilities, judgments, costs sad 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 err determined that the act was caused through negligence of omission of the Seller or its employees, or of the subSeller or assign« or its employes, if say, and the Sella shell, 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 my judgment shat be rendered against the Buyer in my such action, the Seller shall, at its own expenses. satisfy and discharge the same Seller expressly understates and agrees that any bond required by this contract, or otherwise provided by Sella, shall in no way limit the responsibility to indemnify, keep and save heurn[ees and defend the Buyer as herein provided. 22. TIME. It is thereby expressly agreed and understood that time is of the essence for the performma of this eormact, and failure by contract to meet the time specifications of thin agreement will cause Sella to be in default of this agreement. 23. MBE. The City of Lubbock hereby notifies all bidders that in regard to any contract catered into pursuant to this roquers, minority and women business enterprises will be afforded equal opportunities to submit bids in response to this invitation and wit] not be discriminated against on the grounds of rice, color, sex or net" origin in consideration for an award. Rev. 08/2005 A0114001.1 16le'tyof'lOCKb�PURCHASE ORDER TEXAS TO: DAILEY WELLS COMMUNICATIONS INC 3440 E HOUSTON ST SAN ANTONIO Texas 78219 SHIP TO: Page - Gate - Order Number Branch/Plant 1 01/04/2012 32500229 000 OP 325 CITY OF LUBBOCK RADIO REPAIR SHOP 530 36TH STREET, SUITE 200 ATTN: JACK MORRISON LUBBOCK Texas 79404 INVOICE TO: CITY OF LUBBOCK ACCOUNTSFAYABLE F.O. BOX 2000 LUBBOCK, TX 79457 BY: M Aiwarez Director of Purchasing & Contract Management Ordered 01/04/2012 Requested 01/1312012 Delivery PER LONG_M REQ 38885 Terms NET 30 DAYS Freight Taken By CONTRACT # 8088 Total Order D GAMBOA This purchase order encumbers funds in the amount of $31,775.00, for a bid awarded to Dailey Wells Communications of San Antonio, Texas, on September 12, 2007, in accordance with ITB # 07 -070 -MA. The following are incorporated into and made part of this purchase order by letter of ratification or Resolution No. 2007-R0422. CITY OF LUBBOCK ATTEST: Tom Martin, Mayor Reb ca Garza, City Secre ry TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK, TEXAS Seller and Buyer agree as f010M: 1. SELLER TO PACKAGE GOODS. Sella will package goods in accordance with good commensal practice. Each shipping Container shall be clearly slid permanently marked as follows (a) Seller's name and address, (b) Consignee's name, address and purchase order or purchase release number and the supply agreement number if applicable, (c) Container number and total number of containers, e.g. box I of 4 boxes, and (d) the number of the container bearing the packing slip. Seiler shall bear cost of packaging unless otherwise provided Goods shall be suitably packed to secure lows tsaaspottaiioa costa and to conform with requirements of commas carrien 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 authorized to ship the goods under reservation and no tender of a bill of lading will operate as a tender of goods. 3. TITLE AND RISK OF LOSS. The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes poa+euioes of the goods at the point or points of delivery. 4. NO REPLACEMENT OF DEFECTIVE TENDER Every tarda of delivery of goods must fully comply with all provisions of this contract as to lime of delivery, quality and the like. If a tender is made 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 Sella may reasonably notify Buyer of his intention to cure and may that make a conforming tender within the contract time but not afterward 5. INVOICES & PAYMENTS. a. Seller shall subunit separate invoices, in duplicate, one each purchase order or purchase release after cub delivery. Invoices shall indicate the purchase order or purchase release number and the supply agreement number if applicable. Invoices shall be itemized and transportation charge, 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, Tcxs 79457. Payment shall not be due until the above instruments are submitted after delivery. d. GRATUITIES. The Buyer may, by written notice to the Seiler, cancel this contract without liability to Sella if it is detarnm d by Buyer that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Sella, or any agent or n srrmestative of the Sega, 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. [a 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 mover or withhold the amount of the cost incurred by Seller in providing such gratuities. 7. SPECIAL TOOLS & TEST EQUIPMENT. If the price stated on the face hereof includes the cost of any special tooling or special test equipment fabricated or required by Seiler 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 Sella's bid which Sella warmers to be no higher than Seller's current process an orders by olhen for products of the kind and specification covered by this agreement. for similar quantities under similar of like conditions and methods of purchase. 1a the event Seller breaches the warranty, the prices of the items shall be reduced to the Seller's current prices on orders by others, err in the alternative. Buyer may caned this contract without liability to Sella for breach or Seller's actual eat' b. The Sega warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agrxemmt or understanding for commission, percentage, brokeragi, or contingent fee excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Sella for the purpose of securing business. For breech of viciation of this warranty the Buyer shall have the right in addition to any other right of rights to cmcet this contract without liability and to deduct from the contract price, or otherwise recover without liability and o deduct from the contract price, or otherwise mover the full amount of such commission, paccentage. brokerage or contingent fee. 9. WARRANTY -PRODUCT. Sella shall not limit or exclude any impliedwarmdcs and any attempt to do so shall tender this contract voidable at the option of the Buyer. Sella wanes that the goads furnished will conform to the specification, drawings, and descriptions listed in the bid invitation, and to the samples) furnished by the Seller, if any. In the event of a conflict of between the specifications,drawings, and descriptions, the specifications shall govern. Notwithstanding any provisions contained in the contractual agreement, the Sella represents and warrants fault -free perfomnance and fault -free result in the processing date and dem related data (including, but not Limited to calculating, comparing and sequencing) of all hardware, software and firmware products ddivaed and services provided under that Contract, individually or in combination, as the case may be from the effective date of this Contract Also, the Sella warrants the year2000 calculations will be recognized and accommodated and will not in my way, "suit in hardware, s ftwwe or Rrmware failure. The City of Lubbock, at is sola 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 Seller, its sub -Seller rax say 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 my of the obligations contained herein, may result in the City of Lubbock availing itself of my of is rights under the law and under this Contract including. but not limited to, its right pertaining to [amination or defmR. The werrattiCa Contained herein are separate and discrete from my other waramies specified in this Contract, and ere not subject to any disclaimer of warranty, implied or expressed, or limitation of the Sella's liability which may be specified in this Contract, is appendices, is schedules, is annexes or my document incorporwed in this Contract by refraencc. l0. SAFETY WARRANTY. Seller warrants that the product sold to the Buyer shall Conform to the standards promulgated by the U. & Department of Labor under the Occupational Safety and Health Act of 1970. In the event the product deet not coofonn to OSHA standards, Buyer may return the product for correction or replacement at the Seller's expense. In the event Sella W13 to make the appropriate correction within. a reasonable time, correction made by Buyer will be at the Seller's expecte. 11. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As pan of this contract for sale Sella agrees to ascatain whether goads manufactured in accordance with the specifications attached to this agreement will give rise to the rightful claim of any third pawn by way of infringement of the like. Buyer makes no warranty tbat the production of goads according to the specification will not give rise to such a clams, and in no event shall Buyer be liable to Sella rot indemnification in the event that Sella is sued ce the grounds of infringement of the like. If Sella is of the opinion that an infringement or the like will anuli, 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, Sella will save Buyer harmless. If Sella in good faith ascertains the production of the goods in sccordeece with the specifications will result in infringement or the Like, the contract shall be aull 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 far default all or any pan of the undelivered portion of this order if Seller breaches any of the terms hereof including warranties of Sella a if the Sella becomes insolvent or commits acts of bankruptcy. Such right of cancellation is in addition to and not in lieu of any other remedis which Buyer may have in law or equity. 14. TERMINATION. The performance of work under this order may be terminated in whole, or in pact by the Buyer in accordance with this provision. Termination of work hereunder shall he efiected by the delivery of the Seiler of a "Notice of Termination- specifying the cxtat to which performance of work under the order is terminated and the date upon which such temaination becomes effective. Such fight or termination is in sedition to and riot in lieu of the rights of Buyer see forth in Clause 13, herein. 15. FORCE MAJEURE. Neither party shall be held responsible for losses, resulting if the fulfillment of any terms of provisions of this contract is delayed or prevented by airy cause not within the control of the party whose performance its interfered with, and which by the exacise of reasonable diligence said party is unable to prevent. Id. ASSIGNMENT -DELEGATION. No right or intanar. in this contract shall be assigned or delegation of any obligation made by Sella 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 tight arising out of a breach of this contract can be discharged in whole or in pan by a waiver or rennmciaton of the claim or right unless the waiver or renunciation is supported by consderatian and is in writing signed by the aggrieved party. 18. INTERPRETATION -PAROLE EVIDENCE. Thin writing, plus my specifications for bids and performance provided by Buyer in its advertisement for bids, and any other documents provided by Sella as pan 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 terns of their agreement Whenever a term defined by the Uniform Commensal Code m used in this agreement, the definition contained in the Code is to control. l9. APPLICABLE LAW. This agreement shall be governed by the Uniform Commercial Code. Where ever the term "ueiform Cotnma6al Code" is used, it shall be consmied as meaning the Uniform Commercial Code as adopted in the State of Texas as effective nod in force on the date of this agreement. 20. RIGHT TO ASSURANCE. Whcaever one party to this contract in good faith has reason to question the other party's intent to perform he rely demand thm the other party give written ansa oanee of his intent to perform. to the event that a demand is made and on assurance is given within five (5) days, the demanding party may treat this failure as an anticipatory repudiation of the contract. 21. INDEMNIFICATION. Sella shall Indemnify, keep and save harmless the Buyer, its agents, officials and employer, against all injures, death,, lass, damages, claims, patent claims, suits. liabilities, judgments, costs and expeua, which may in mywin eceut 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 employeet, or of the subSella or assignee or its employees, if any, and the Seller shall, at his own expense, appear. defend and pay all charges of attorneys and all costs and other expenses arising therefrom of incurred in connection therewith. and. if any judgment shall he rendered against the Buyer in any such action, the Sella &hail, M its own expenses, satisfy and discharge the some Sella expressly undastands and agrees that any bond required by this contract, or otherwise provided by Sella, shall in no way limit the responsibility to indemnify. keep and save harmlessend defend the Buyer as hertw 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 sp cificstiats of this agreement will cause Seiler to be in default of this agreement. 23- MBE. The City of Lubbock hereby notifies all bidden that in regard to any Contract emtacd into punu an to this requcst, minority and women business enterprises will be afforded equal Opportunities to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, sex or natural origin in consideration for an award. Rev. 0812005 city of lubbkk TEXAS TO: PURCHASE ORDER DAILEY WELLS COMMUNICATIONS 3440 E HOUSTON ST SAN ANTONIO Texas 78219 INVOICE TO: CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 LUBBOCK, TX 74457 Ordered 03/0112012 Freight Requested 03/30/2012 Taken By Delivery PER LONG_M REQ 39094 SHIP TO: CONTRACT # 8088 Description/Supplier Item Ordered M5300 MOBILE RADIO 55.000 EDACS TO P25 UPGRADE FEATURE 55.000 REMOTE MOUNT CONTROL UNIT 55.000 REMOTE MOUNT ACCESSORIES 55.000 MIC 55.000 FREIGHT 55.000 FRT 512 SYS/GRP FEATURE 55.000 Terms NET 30 DAYS Page - 1 Date - 03/01/2012 Order Number 10005022 000 OP Branch/Plant 100 CITY OF LUBBOCK RADIO REPAIR SHOP 530 36TH STREET, SUITE 200 ATTN: JACK MORRISON LUBBOCK Texas 79404 Unit Cost UM 1,781.2500 EA 551.2500 EA 540.0000 EA 270.0000 EA 60.0000 EA 20.0000 EA D GAMBOA Extension Request Date 97,968.75 03/30/2012 30,318.75 03/30/2012 29,700.00 03/30/2012 14,850.00 03/30/2012 3,300.00 03/30/2012 1,100.00 03/30/2012 EA Total Order 177,237.50 03/30/2012 This purchase order encumbers funds in the amount of $177,237.50, for a bid awarded to Dailey Wells Communications of San Antonio, Texas, on September 12, 2007, in accordance with ITB # 07 -070 -MA. The following are incorporated into and made part of this purchase order by letter of ratification or Resolution No. 2007-R0422. CITY OF LUBBOCK Torfi Martin, Mayor ATTEST: Reber a Garza, City Secretary 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 I of 4 boxes, and (d) the number of the container bearing the packing slip. Seller shall bear cost of packaging unless otherwise provided. Goods shall be suitably packed to secure lowest transportation costs and to conform with requirements of common carriers and any applicable specifications. Buyer's count or weight shall be rural and conclusive on shipments not accompanied by packing lists. 2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not authorized to ship the goods under reservation and no tender of a bill of lading will operate as a tender of goods. 3. TITLE AND RISK OF LOSS. The tide and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods at the point or points of delivery. 4, NO REPLACEMENT OF DEFECTIVE TENDER. Every tender of delivery of goods must fully comply with all provisions of this contract as to time of delivery, quality and the like. If a tender is trade which does not fully conform, this shall constitute a breach and Seller shall not have the right to substitute a conforming tender, provided, where the time for performance has not yet expired, the Seller may reasonably notify Buyer of his intention to cure and may then make a conforming bender within the contract time but not afterward. 5. INVOICES & PAYMENTS. a. Seller shall submit separate invokes, in duplicate, one each purchase order or purchase release after each delivery. invoices shall indicate the purchase order or purchase release number and the supply agreement number if applicable. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading, and the freight waybill when applicable, should be attached to the invoice. Mail To: Accounts Payable. City of Lubbock. P. O. Box 2000, Lubbock, Texas 79457. Payment shall not be due until the above instruments are submitted after delivery. b. GRATUITIES. The Buyer may, by written notice to the Seller, cancel this contract without liability to Seller if it is determined by Buyer that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Seller. or any agent or representative of the Seller, to any officer or employee of the City of Lubbock with a view to securing a contract or securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performing of such a contract. In the event this contract is canceled by Buyer pursuant to this provision, Buyer shall be entitled in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by Seller in providing such gratuities. 7. SPECIAL TOOLS & TEST EQUIPMENT. If the price stated on the face hereof includes the cost of any special tooling or special test equipment fabricated or required by Seller for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the Buyer and to the extent feasible shall be identified by the Seller as such. B. WARRANTY -PRICE. a. The price to be paid by the Buyer shall be that contained in Seller's bid which Seller warrants to be no higher than Seller's current process on orders by others for products of the kind and specification covered by this agreement for similar quantities under similar of like conditions and methods of purchase. in the event Seller breaches this warranty, the prices of the items shall be reduced to the Seller's current prices on orders by others, or in the alternative. Buyer may cancel this contract without liability to Seller for breach or Seller's actual expense. b. The Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission, percentage, brokerage, or contingent fee excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Seller for the purpose of securing business. For breach of viciation 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 bird invitation, and to the samples) 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 and firmware products delivered and services provided under this Contract, individually or in combination, as the case may be from the effective date of this Contract. The obligations contained herein apply to products and services provided by the Seller, its sub - Seller or any third parry involved in the creation or development of the products and services to be delivered to the City of Lubbock under this Contract. Failure to comply with any of the obligations contained herein, may result in the City of Lubbock availing itself of any of its rights under the law and under this Contract including, but not limited to. its right pertaining to termination or default. The warranties contained herein are separate and discrete from any other warranties specified in this Contract, and are not subject to any disclaimer of warranty, implied or expressed or limitation of the Seller's liability which may be specified in this Contract, its appendices, its schedules, its annexes or any document incorporated in this Contract by reference. 10. SAFETY WARRANTY. Seller warrants that the product sold to the Buyer shall conform to the standards promulgated by the U. S. Department of Labor under the Occupational Safety and Health Act of 1970. in the event the product does not conform to OSHA standards, Buyer may retain 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. H. NO WARRAN'T'Y 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 rightful claim of any third person by way of infringement of the like. Buyer makes no warranty that the production of goods according to the specification will not give rise to such a claim, and in no event shall Buyer be liable to Seller for indemnification in the event that Seller is sued on the grounds of infringement of the like. If Seller is of the opinion that an infringement or the like will result. he will notify the Buyer to this effect in writing within two weeks after the signing of this agreement. If Buyer does not receive notice and is subsequently held liable for the infringement or the like. Seller will save Buyer harmless. If Seller in good faith ascertains the production of the goods in accordance with the :specifications will result in infringement or the like, the contract shall be null and void. 12. 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 Seller or if the Seller becomes insolvent or commits acts of bankruptcy. Such right of cancellation is in addition to and not in lieu of any other remedies which Buyer may have in law or equity. 14. TERMINATION. The performance of work tinder this order may be terminated in whole, or in part by the Buyer in accordance with this provision. Termination of work hereunder shall be effected by the delivery of the Seller of a "Notice of Termination" specifying the extent to which performance of work tinder 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. 15. FORCE MAJEURE. Neither party shall be held responsible for losses, resulting if the fulfillment of any terms of provisions of this contract is delayed or prevented by any cause not within the control of the party whose performance is interfered with, and which by the exercise of reasonable diligence said party is unable to prevent lb. 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 trade 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. 18. 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 fittal 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 Cc&" is used, it shall be construed xs meaning the Uniform Commercial Code as 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 tie other parry'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 [Wade 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. 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 anorneys 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 awn 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 consideration for an award 24. NON-ARBITRA110N. 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. 25. 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. Rev. 02/2012