R-2021-297 - 11/4/2021 RESOLUTION NO. R-2021-297
WHEREAS, the City of Round Rock ("City") desires to purchase repair services for Raw
Water Intake#6; and
WHEREAS, the desired repairs are the result of unforeseen damage to Raw Water Intake #6;
and
WHEREAS, purchases necessary due to unforeseen damage to public machinery, equipment
and property are exempt from competitive bidding requirements under Chapter 252 of the Texas Local
Government Code pursuant to Section 252.022(a)(3); and
WHEREAS, this procurement is made in accordance with Section 252.022(a)(3) of the Texas
Local Government as an Unforeseen Damage to Public Machinery exemption; and
WHEREAS, the City Council wishes to purchase repair services from Smith Pump Company,
Inc. for the Raw Water Intake#6,Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,TEXAS,
That the City Council finds that the purchase of repair services for the Raw Water Intake #6 is
the result of unforeseen damage to public machinery, equipment, or other property, and such purchase
falls under the general exemptions to competitive bidding requirements in Section 252.022(a)(3).
That the Mayor is hereby authorized and directed to execute on behalf of the City an
Agreement for the Purchase of Repair Services for Raw Water Intake #6 with Smith Pump Company,
Inc., a copy of said Agreement being attached hereto as Exhibit"A"and incorporated herein.
The City Council hereby finds and declares that written notice of the date, hour, place and
subject of the meeting at which this Resolution was adopted was posted and that such meeting was
open to the public as required by law at all times during which this Resolution and the subject matter
hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended.
0112.2021;4889-6231-2448
RESOLVED this 4th day of November, 2021.
/"'7 Al
CRAIG M R AN, Yelas
or
City of Roun Rock,
ATTEST:
MEAGAN SONKS, Ci Clerk
2
EXHIBIT
.,A»
CITY OF ROUND ROCK
AGREEMENT FOR THE PURCHASE OF
REPAIR SERVICES FOR RAW WATER INTAKE #6
WITH
SMITH PUMP COMPANY, INC.
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
This Agreement is for the purchase of repair services for Raw Water Intake #6, and for
related goods and services, and is referred to herein as the "Agreement." This Agreement is
made and entered into on this the _ day of the month of _, 2021, by and
between the CITY OF ROUND ROCK, TEXAS, a home-rule municipality whose offices arc
located at 221 East Main Street, Round Rock, Texas 78664, referred to herein as the "City," and
SMITH PUMP COMPANY, whose offices are located at 301 MB Industrial, Waco, Texas
76712, referred to herein as the "Vendor." This Agreement supersedes and replaces any
previous agreement between the named parties, whether oral or written, and whether or not
established by custom and practice.
RECITALS:
WHEREAS, City desires to purchase repair services for Raw Water Intake #6; and
WHEREAS, the desired repairs are the result of unforeseen damage to Raw Water Intake
#b; and
WHEREAS, purchases necessary due to unforeseen damage to public machinery,
equipment and property are exempt from competitive bidding requirements under Chapter 252 of
the Texas Local Government Code pursuant to Section 252.022(a)(3); and
WHEREAS, City desires to purchase repair services from Vendor and Vendor desires to
provide said repair services; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties, and obligations;
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
mutually agree as follows:
00482016 ss2
1.01 DEFINITIONS
A. Agreement means the binding legal contract between City and Vendor whereby
City is obligated to buy specified goods and services and Vendor is obligated to sell specified
goods and services. The Agreement includes Vendor's Proposal, attached as Exhibit "A," and
incorporated herein by reference for all purposes, and any other exhibits, addenda, and or
amendments thereto.
B. City ineans the City of Round Rock, Williamson and Travis Counties, Texas.
C. Effective Date means the date upon which the binding signatures of both parties
to this Agreement are affixed.
D. Force Majeure means acts of God, strikes, lockouts, or other industrial
disturbances, acts of the public enemy, orders of any kind from the government of the United
States or the State of Texas or any civil or military authority, insurrections, riots, epidemics,
landslides, lightning, earthquakes, fires, hurricanes, storms, floods, restraint of the government
and the people, civil disturbances, explosions, or other causes not reasonably within the control
of the party claiming such inability.
E. Goods and Services mean the specified services, supplies, materials,
commodities,or equipment.
F. Vendor means Smith Pump Company, Inc. or any successors or assigns.
2.01 EFFECTIVE DATE AND TERM
A. This Agreement shall be effective on the date it has been signed by both parties
hereto, and shall remain in full force and effect until successful completion of services as set
forth herein.
B. City reserves the right to review the relationship at any time, and may elect to
terminate this Agreement with or without cause or may elect to continue.
3.01 CONTRACT DOCUMENTS AND EXHIBITS
Vendor's Proposal is set forth in Exhibit "A," which together with this Agreement
comprise the total Agreement as if repeated herein in full.
4.01 ITEMS AWARDED
Vendor shall satisfactorily provide all the items set forth in Exhibit "A" as set forth
herein. Vendor's undertakings shall be limited to providing goods and services for the City for
which Vendor has been specifically engaged.
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5.01 CONTRACT AMOUNT
In consideration for the goods set forth in Exhibit "A," the City agrees to pay Vendor an
amount not-to-exceed Seventy-Seven Thousand Eighty Hundred Thirty-Seven and 15/100
Dollars ($77,837.15).
6.01 INVOICES
All invoices shall include,at a minimum, the following information:
A. Name and address of Vendor;
B. Purchase Order Number;
C. Description and quantity of items received; and
D. Delivery dates.
7.01 NON-APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of City's current revenues only. It is understood and
agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year
if the governing body of City does not appropriate funds sufficient to purchase the services as
determined by City's budget for the fiscal year in question. City may affect such termination by
giving Vendor a written notice of termination at the end of its then-current fiscal year.
8.01 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be
made by City to Vendor will be made within thirty (30) days of the date City receives goods
under this Agreement, the date the performance of the services under this Agreement are
completed, or the date City receives a correct invoice for the goods or ser%ices, whichever is
later. Vendor may charge interest on an overdue payment at the "rate in effect" on September I
of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas
Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to
payments made by City in the event:
A. There is a bona fide dispute between City and Vendor, a contractor,
subcontractor, or supplier about the goods delivered or the service performed
that cause the payment to be late; or
B. There is a bona fide dispute between Vendor and a subcontractor or between a
subcontractor and its supplier about the goods delivered or the service
performed that causes the payment to be late; or
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C. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
D. The invoice is not mailed to City in strict accordance with any instruction on
the purchase order relating to the payment.
9.01 GRATUITIES AND BRIBES
City may, by written notice to Vendor, cancel this Agreement without incurring liability
to Vendor if it is determined by City that gratuities or bribes in the form of entertainment, gifts,
or otherwise were offered or given by Vendor or its agents or representatives to any City officer,
employee or elected representative with respect to the performance of this Agreement. In
addition, Vendor may be subject to penalties stated in Title 8 of the Texas Penal Code.
10.01 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in Vendor's charges.
11.01 ORDERS PLACED WITH ALTERNATE VENDORS
If Vendor cannot provide the goods as specified, City reserves the right and option to
obtain the products from another supplier or suppliers.
12.01 INSURANCE
Vendor shall meet all of City's insurance requirements as set forth at the City's website:
http: www.roundrocktexas.gov wp-contClIt uploads:Z014 12:corr insurance 07 201 12 pdf:
13.01 CITV'S REPRESENTATIVE
City hereby designates the following representatives authorized to act in its behalf with
regard to this Agreement:
Mark Fiurd
Utilities and Environmental Services Department
System Mechanic Supervisor
3400 Sunrise Road
Round Rock, Texas 78665
(512) 801-3788
14.01 RIGHT TO ASSURANCE
Whenever either party to this Agrcencnt, in good faith, has reason to question the other
party's intent to perfonii hereunder, then demand may be made to the other party for written
assurance of the intent to perform. In the event that no written assurance is given within the
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reasonable time specified when demand is made, then and in that event the demanding party may
treat such failure as an anticipatory repudiation of this Agreement.
15.01 DEFAULT
If Vendor abandons or defaults under this Agreement and is a cause of City purchasing
the specified goods elsewhere, Vendor agrees that it may be charged the difference in cost, if
any, and that it will not be considered in the rc-advertisement of the service and that it may not
be considered in future bids for the same type of work unless the scope of work is significantly
changed.
Vendor shall be declared in default of this Agreement if it does any of the following:
A. Fails to make any payment in full when due;
B. Fails to fully, timely and faithfully perform any of its material obligations under
this Agreement;
C. Fails to provide adequate assurance of performance under the "Right to
Assurance"section herein; or
D. Becomes insolvent or seeks relief under the bankruptcy laws of the United States.
16.01 TERMINATION AND SUSPENSION
A. City has the right to terminate this Agreement, in whole or in part, for
convenience and without cause, at any time upon thirty(30) days' written notice to Vendor.
B. In the event of any default by Vendor, City has the right to terminate this
Agreement for cause, upon ten (10) days' written notice to Vendor.
C. Vendor has the right to terminate this Agreement only for cause, that being in the
event of a material and substantial breach by City, or by mutual agreement to terminate
evidenced in writing by and between the parties.
D. In the event City terminates under subsections (A) or (B) of this section, the
following shall apply: Upon City's delivery of the referenced notice to Vendor, Vendor shall
discontinue all services in connection with the perfornance of this Agreement and shall proceed
to cancel promptly all existing orders and contracts insofar as such orders and contracts are
chargeable to this Agreement. Within thirty (30) days after such notice of termination, Vendor
shall submit a statement showing in detail the goods andlor services satisfactorily performed
under this Agreement to the date of termination. City shall then pay Vendor that portion of the
charges, if undisputed. The parties agree that Vendor is not entitled to compensation for services
it would have performed under the remaining term of the Agreement except as provided herein.
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17.01 INDEMNIFICATION
Vendor shall defend (at the option of City), indemnify, and hold City, its successors,
assigns, officers, employees and elected officials harmless from and against all suits, actions,
legal proceedings, claims, demands, damages, costs, expenses, attorney's fees, and any and all
other costs or fees arising out of, or incident to, concerning or resulting from the fault of Vendor,
or Vendor's agents, employees or subcontractors, in the performance of Vendor's obligations
under this Agreement, no matter how, or to whom, such loss may occur. Nothing herein shall be
deemed to limit the rights of City or Vendor (including, but not limited to the right to seek
contribution)against any third party who may be liable for an indemnified claim.
18.01 COMPLIANCE WITH LAWS, CHARTER, ORDINANCES AND PROGRAMS
A. Vendor, its agents, employees and subcontractors shall use best efforts to comply
with all applicable federal and state laws, the Charter and Ordinances of the City of Round Rock,
as amended, and with all applicable rules and regulations promulgated by local, state and
national boards, bureaus and agencies.
B. In accordance with Chapter 2271, Texas Government Code, a governmental entity
may not enter into a contract with a company for goods or services unless the contract contains
written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott
Israel and will not boycott Israel during the term of this contract. The signatory executing this
Agreement on behalf of Vendor verifies Vendor does not boycott Israel and will not boycott
Israel during the term of this Agreement.
19.01 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Agreement. Neither party shall
assign, sublet or transfer any interest in this Agreement without prior written authorization of the
other party.
20.01 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
I. When delivered personally to the recipient's address as stated herein; or
2. Three (3) days after being deposited in the United States mail, with postage
prepaid to the recipient's address as stated in this Agreement.
Notice to Vendor:
Smith Pump Company, Inc.
301 MB Industrial
Waco, TX 76712
6
Notice to City:
City Manager Stephen L. Sheets, City Attorney
221 East Main Street AND TO: 309 East Main Street
Round Rock,TX 78664 Round Rock, TX 78664
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Vendor.
21.01 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is
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necessary by either party with respect to the enforcement of any or all of the terns or conditions
herein, exclusive venue for same shall lic in Williamson County, Texas. This Agreement shall be
governed by and construed in accordance with the laws and court decisions of the State of Texas.
22.01 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Vendor and City. This Agreement may only be amended or supplemented by mutual agreement
of the parties hereto in writing.
23.01 DISPUTE RESOLUTION
City and Vendor hereby expressly agree that no claims or disputes between the parties
arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration
proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9
USC Section 1-14)or any applicable state arbitration statute.
24.01 SEVERABILITY
The invalidity. illegality, or unenforceability of any provision of this Agreement or the
occurrence of'any event rendering any portion or provision of this Agreement void shall in no
way affect the validity or enforceability of any other portion or provision of this Agreement. Any
void provision shall be deemed severed from this Agreement, and the balance of this Agreement
shall be construed and enforced as if this Agreement did not contain the particular portion or
provision held to be void. The parties further agree to amend this Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the
stricken provision. The provisions of this section shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
25.01 MISCELLANEOUS PROVISIONS
Standard of Care. Vendor represents that it employs trained, experienced and
competent persons to perform all of the services, responsibilities and duties specified herein and
that such services, responsibilities and duties shall be performed in a manner according to
generally accepted industry practices.
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Time is of the Essence. Vendor understands and agrees that time is of the essence and
that any failure of Vendor to fulfill obligations for each portion of this Agreement within the
agreed timeframes will constitute a material breach of this Agreement. Vendor shall be fully
responsible for its delays or for failures to use best efforts in accordance with the terms of this
Agreement. Where damage is caused to City due to Vendor's failure to perform in these
circumstances, City may pursue any remedy available without waiver of any of City's additional
legal rights or remedies.
Force Majeure. Neither City nor Vendor shall be deemed in violation of this Agreement
if it is prevented from performing any of its obligations hereunder by reasons for which it is not
responsible as defined herein. However, notice of such impediment or delay in performance must
be timely given,and all reasonable efforts undertaken to mitigate its effects.
Multiple Counterparts. This Agreement may be executed in multiple counterparts, any
one of which shall be considered an original of this document; and all of which, when taken
together, shall constitute one and the same instrument.
[Signatures on the following page.]
8
i
IN WITNESS WHEREOF,City and Vendor have executed this Agreement on the dates
indicated.
City of Round Rock, Texas Smith Pump Company, Inc.
BY: .— � _ BY:
Printed Name: _ Printed Name: Trent Brown
Title: Title: President
Date Signed: Date Signed: 9/28121
Attest:
By: --- __
Sara L. White City Clerk
For City, Approved as to Form:
By:
Stephan L. Sheets, City Attorney
9
Fxhibit "A"
p Smith Pump Company, Inc.
301 MB Industrial Blvd
Waco, TX 76712 US
O E: Phone: 800-299-8909 Quote NO: 31839
Fax: 254-776-0023
www.smithpump.com Tuesday,July 27, 2021
Page: 1
OreparedFov Mark Hurd shipping'.
City of Round Rock City of Round Rock
Raw Water Intake Station 221 East Main
2050 Cedar Breaks Rd, Round Rock, TX 78664
Georgetown, TX 78628
Shipping Method Freight Terms Payment Terms
SPCO Truck FOB Deshnation Net 30 Days
Thank you for the opportunity to present our quotation for your upcoming projiect Please give us a call if you
require additional information.
Sincerely,
Jason Popko
jasonp@smithpump.com
Lice: I Pair1D: 4611 Rev: 1
Pump Repair- Vertical Turbine Pump
Pump Data
Manufacturer: Flowserve
Model: 18KXH - 2 Stage
Serial #: 1404MVS00056-1
Discharge Flange Size: 12"
Motor Data
Manufacturer: Pleuger
Model: MI16-13004
Serial #: 1310101760-1
HP: 400 RPM: 1800
Voltage: 2300 Phase: 3
Pump Repair Scope
Replace bronze bowl bearings
Replace bowl shaft
Replace pump/motor coupling
Clean up and balance impellers
Clean up impeller collets
Assemble pump bowl assembly
Brush blast and topcoat bowl assembly with Tnemec N 140
Brush blast and topcoat split can with Tnemec N 140
Install pump and motor into split can
Quantity U/M Unit Price Discount DISCOWIed Line Price
Unit Price
1.00 EA 13,513.62124 $13,513.62
Exhibit "A"
p Smith Pump Company, Inc.
301 MB Industrial Blvd
7 Waco,TX 76712 US
Phone: 800-299-8909 Quote No: 31839
Fax: 254-776-0023
www.smithpump.com Tuesday,July 27, 2021 0t7Page: 2
Line: 2 Part lD: 7004-003 Rev.- 0
Motor Inspection, Report,and Repair
Recommended scope of work:
Inspect, reassemble, test & paint:
Includes:
1. Initial inspection, disassembly, cleaning, testing, and measurement of all component
parts. Mount stator on mandrel and check TIR and concentricity.
2. Repair of all components as required including, but not limited to:
a. Straightening and balancing of rotor, reconditioning of bearings and painting
of internal components with suitable water-resistant coating
3. Reassembly of motor using all new gaskets, new Bergman seal, filters, nuts, lock
washers, fluids, lead assembly and diaphragm.
4. All tolerances shall be per specification.
5. Test run motor per specification.
6. Warranty for one year against defects in workmanship and materials.
Replacement of guide bearings(2 sets req)
Includes:
1, Replacement of guide bearings(2 sets)
2. Warranty for one year against defects in workmanship and materials.
Replacement of thrust bearing assembly
Includes:
1. Replace thrust driver and bearing pad
2. Replace pivot shoe assembly
3. Replace upthrust bearing
4. Warranty for one year against defects in workmanship and materials.
Additional required material and labor:
(1) lead cable (125 feet)
(1) diaphragm
(1) thrust housing (end cover)
(1) mount bracket
(1) restub
(2) journal sleeve(includes 2 journals)
(1) sand guard
(1) impeller
(1) thrust housing
Parts lead time: 8-13 weeks
Repair lead time: 4-6 weeks after parts are received
Quantity U/M unit Price Discount Discounted Line Price
Unit Price
1.00 EA 64,323.52941 $64,323.53
Fxhihit "A"
p Smith Pump Company, Inc.
301 MB Industrial Blvd
Waco, TX 76712 US
Phone: 800-299-8909 Quote No: 31839
Fax: 254-776-0023
p www.smithpump.com Tuesday, July 27, 2021
Page: 3
Quantity U/M Unit Price Discount Discounted Line Price
Unit Price
Salesperson: TXCEN-Jeff McHattie
Prices are Valid Until Tuesday, November 30, 2021
ACCEPTED BY:
PRINTED NAME:
PURCHASE ORDER(IF APPLICABLE):
SIGNED ON DATE:
Fxhihit "A"
p Smith Pump Company, Inc.
301 MB Industrial Blvd
Waco, TX 76712 US
Phone: 800-299-8909 Quote NO: 31839
Fax: 254-776-0023
wLww,smithpump.com Tuesday,July 27, 2021
Le
Page: 4
Terms and Conditions
I APPI-OYMY These Terms and Cordibons of Sale(-Terms)shay govern all sales of equipment or services to Customer These Terms supersede any prior written or Oral agreement,understanding,
representation or promise and any pre-prinled or standard terms and conditions contained In Customer's request for quote,purchase order,invoke,order acknowledgement or similar document.
These Terms may not be amended,supplemented,changed or modified except by concurrent Orsubsequent written agreemeh signed by an authorized rQpresenlatrveof both Smith Pump Company
,'SPCO')and Customer.SPCO's acknowiedgenlill Customer's purchase order shall rot constitute acceptance or any terms or conditions contained therein which are in any way inconsistent with
the Terns any additional Or different terms or conditions included in any acceptance of this quotation are expressly disclaimed and rejected in advance,and unless there is prior mutual agreement
gthenwiSe
.shall mal become a part of any Contract resulting from this quotation
Pope_Unless otherwise stated in this quotation,all prices are FOB shipping point.N1 transportation,insurance and firm mar Charges incident to delivery shi be borne by the Customer. This
Quotation is valid for thirty(30)days only Shipping If
are approximate and are based on prompt receipt Of at necessary information In the case of delay in furnishing complete Information to
SPCO,dates of shipment may be extended for a reasonable time.In the event SPCO provides transport Services,these will be quoted as a lump sum price based on destination and shipping mode.
In the event Customer requests a delay or suspension In the completion andlo shipment of equipment or services covered by this quotation,or any part(hereof,nor any reason,the parties shall
agree upon any cost and/or Scheduhnq impact of such delay and all sixth costs to Customer's account Any delay period beyond thirty(30)days after orginaf scheduled shipment date shall require
Customer to(i)lake title and risk of loss of any equipment covered try this pu0tatul and(ii)make arrangements for the Storage of Such equipment with SPCO or other party.SPCO's invoice,
which is contractually based on Shipment,"I be issued upon SPCO's readiness to ship the equipment covered by this quotation
SPCO shall not be table for delay and delivery due to causes beyond its reasonable control inducing,but not amited to,acts of God,acts of government,acts of Customer,fires,Labor disputes,
boycotts,floods,epidemics,quarantine restrictions,war,insurrection,terrorism,riot,civil or military authority,freight embargos,transportation shortages or delays,unusually severe weather or
inabdity,to Obtain feCeSsaryhabon,malerials or manufacturing facilities due to Such Causes.In the event of any such delay,the date of delivery Shall be extended for a length of time equal to the
Period of the delay.
I War•arYy SPCO warrants new equpment or parts to be free from defects In materials and workmanship for a period of eighteen(IS)months from the date of shipment or twelve(12)months
from the date of slartupor initial use whichever comes first.SPCO SHALL NOT BE RESPONSIBLE FOR ANY CONSEQUENTIAL,INCIDENTAL,SPECIAL OR LIQUIDATED DAMAGES.NO EXPRESSED OR
IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE SHALL APPLY,Repairs performed by SPCO are warranted against defects in,workmanship and/or materials
for a period of twelve(12)months from the date of Shipment SPCO wit riot be responsible for any removal or reinstallation charges or lransporialioncharges in cases where equipment has faded
under these warranty conditions.SPCO's sole obligation and Customer's sole remedy under this warranty is repair or replacement at SPCO's election.Customer agrees to Provide SPCO reasonable
and clear access to any equipment Covered by this warranty which may incude removal Of materials or structures as well as supPhyulg any equipment,materials or structures which are necessary
to provide r_asonabe access to the equipment being repaired or replaced Costs to remove and/or reista I eguipmerm for warranty purposes shall be the resporxib lay,of Customer.
Replacement parts Or repairs furnished under this warranty shall be Subject to warranty Provisions herein for the remaining warranty period.All equipment repaired or replaced will be re-warranted
ohy,for the remainder of the Original warranty period.SPCO does not warrant the equipment Covered by this quotation or any reWi/replacement part against the effects of erosion,corrosion,or
normal wear and tear due to operation or the environment.The warranty and remedies set forth herein are conditioned upon proper storage,installation,use and maintenance of the equipment
covered by this quotation In at material respects,and In accordance with SPCO's written(ecommendatons.Customer must notify SPCO in writing of any warranty claim during the warranty period
or within thrty-30)dayslhereaher
SPCO w11 not be iable under this warranty if warranted goods have beenexposed or subjected to any(1)mamil ance,repair,nslanalion,handling,packaging,transportation,Slorage,operation,or
use whxcn s improper or otherwise not in compliance with SPCO's instructions,(2)alteration,modification or repair by anyone other than SPCO a Bose specifically authorized bry SPCO,(3)
accident,COntammation,foreign object damage abuse,neglect,or negligence after shipment to Customer,(4)damage caused by failure of a SPCO suppled product not under warranty OF by any
hardware o software not supplied by SPED,(5)use of counterfeit or replacement parts that are not manufactured by the manufacturer of goods provided by SPCO or approved by SPCO for use in
9OWS provided by SPCO,or(6)goods which are normally consumed in operation or which have normal tire inherenlly shorter than the warranty period including,but not limited to,consumabhes(e.g,
lamps,batteries,storage capacitors).
z Paym)gpt All prices are net cash to be paid thirty(30)days after date of invoice Customer agrees to make payment will that period.Discounts will apply only as stated on the Invoice.Invoices
unpaid for thirty(30)days after Issuance shall bear interest at the highest lawful rate due and payable on any Invoked account,which is delinquent and not pad within the staled terns.Should
Customer for any reason fall to pay in accordance with these terms,Customer agrees 10 pay all Collection Costs,attorneys fees and expenses incurred in collecting payment,
If Customer's financial condition is or becomes unsahsfaclory to SPCO,SPCO reserves the right 10(a)require payment from Customer on a cash n advance basis,(b)require a letter of Crew or
other acceptable securly before shipment,(c)cancel shipment at any lime prior to delivery without further obligation or kabnlity on SPCO's pan,(d)terminate any contract or obligation on the part
Of SPCO,or(e)require other special payment terms acceptable to SPCO to assure payment.All extensions of(tech(are subject to the approval of SPCOs credl department and management
3 Joint Cheri Agreement•It Customer falls to pay laborers and matenalmen will thirty(30)days after payment by SPCO,SPCO will have the right to make future payments by check payable pnlN
to Customer and laborers Or materialmen to the extern or unpaid indebtedness arrsing out of the job.SPCO way credit)ant checks against the contract sum on the next payment application
A. TAx9s The amount of all federal stale or local taxes aPpicable to the sale,use,dekvery or transportation of the equipment or services Sold hereunder and all dutes,imports,tariffs,and other
similar levees shelf be added to the contract price and pad by the Customer except where the Customer shall furnish an appropriate certificate of exemption
T Properly.Damage-SPCO shall riot be responsible for damage to lopsor or urouiri n connection wnln the work Or service Performed urden this COnlrarl.SPCO shall nit(be responsible fun
clams arising from the pumping of wafer onto the ground which is necessary in connection with the service or work provided by SPCO.The customer agrees to hold SPCO harmless from claims
arising out of damage caused by the pumping of water onto the ground
x Startup If the equipment supplied pursuant to tNS quotation has a warranty requirement,qualified SPCO personnel must be present dung the initial equipment startup and commissioning.
Failure to request and assure the Presence of qualified SPCO personnel wd1 void any warranty herein Requests for Startup must Occur at least seven(7)days prior 10 the scheduled date of the
startup
Limitation of Liablhty-the remedies set forth herein are exclusive and the total Gaality of SPCO with respect t0 this quotation,and any contract for goods or services arising from this quotation,
or to any breach thereof,whether based on contract,warranty,torts(including negligence),indemnity,strict kabihty,or Otherwise,shall rot exceed the quotation or Sales price of ire specific
equipnenl or service which gives rise(o the claim
10. Setoff All amounts that Customer owes SPCO under this quotation shot be due and payable in accordance with the terms of the quotation.Customer Shall not setoff such amounts Or any
portion thereol,whether or not liquidated,agamSl sums which Customer asserts are due to tit,its parent,affiliates,subsidiaries Or Other division under Other transactions with SPCO.
I I Customer Cancellathon-Customer may cancel this order onry upon written notice and Payment to SPCO of reasonable and proper ameRation charges In the event of cancellation.Customer must
pay for all material,expense and labor costs incurred by SPCO in connection with the materials and services to be provided pursuant to this quotation,as well as all expenses relating to any
sPecaa ly fabricated materials and restocking charges.
1` Assignment. Nether party may assign this order Or any portion thereof without to advance,written consent of the other party,which consent shall not be unreasonably withheld
I I Wawer(Severaakty-Failure by SPCO to assert at or any of Its rights upon any breach by Customer small not be deemed a waiver of such rightS eAher with respect to such breach or any
subsequent beach,nor shall any waiver be implied from the acceptance of any payment.No waiver of any right shag extend to or affect any other right Customer may possess nor Shall such
warier extend to any subsequent similar a dsslmllar beach
If any portion of these Terms are determined to be illegal, invalid or umenforceable for any reason,such provision sha I be deemed stricken for the purposes of the dispute in question and all other
provisions shall remain n full force and effect.
IJ Appkable Law-The contract involving the sale of the equipment and Services covered by this quotation shaft be interpreted in accordance with the laws of the Slate of Texas This contract is
Performable in McLeonan County,Texas and venue for any court action in any way relating to or arising out of this contract shall be Mclennan County,Texas