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04-10-2023 Truck Component Equipment Purchase AgreementCITY OF SALINA. KANSAS AGREEMENT FOR SALE AND PURCHASE OF EQUIPMENT This Agreement for Sale and Purchase of Equipment ("Agreement") is entered into this 10~ day of April, 2023, by and between the City of Salina, Kansas (the "City") and Truck Component Services (the "Contractor"'). Recitals A. The City issued a Request for Bids requesting sealed Bids for the sale and delivery of one (I) 25 Yard Rear Load Packer Truck and related equipment, accessories. and services ("'Deliverables'"). B. The Contractor was the lowest and best responsive and responsible Bidder whose Bid conformed to the City's Specifications. C. The City desires to contract for the purchase of the Deliverables described in the attached and incorporated Exhibit A. in compliance with federal, state, and local regulations. D. The Contractor has the requisite qualifications and experience to furnish the Deliverables needed by the City and desires to furnish the Deliverables pursuant to the terms of this Agreement. The parties, in consideration of the mutual promises set forth in this Agreement, agree and covenant: 1. Definitions. Except as otherwise provided herein, capitalized words used m this Agreement shall have the meanings indicated in the Request for Bids. 2. Contract Documents. This Agreement, together with the Request for Bids and the Contractor's Bid, including accompanying warranties, shall comprise the "Contract Documents:' 3. Sale of Deliverables. The Contractor agrees to sel I, and the City agrees to buy, the Deliverables specified in the attached and incorporated Exhibit A, all in accordance with the Contract Documents. 4. Term; Schedule. The Seller agrees to deliver the Deliverables to 418 E. Ash St., Salina, Kansas 67401, within 240 days of receipt of order. 5. Payment; Trade-In. In consideration for the Seller's delivery of the Deliverables in accordance with the Contract Documents, the City shall pay to the Contractor the sum of $107,612.00 and convey and transfer to the Contractor, after the City has received and accepted the Deliverables. all of the City's trade-in equipment described in the Request for Bids. 6. Standard Purchase Terms and Conditions. This Agreement shall be deemed to include, and shall be subject to, the City's Standard Purchase Terms and Conditions. which are set fotth in the attached and incorporated Exhibit B. AG-I IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their authorized representatives. TRUCK COMPONENT SERVICES By:---&.h~~_,___- -~.S:=a..='t~S~ _____ (title) AG-2 Exhibit A Description of Deliverables The Deliverables purchased under this Agreement shall consist of the following items, all of which shall conform to the Contract Documents, including the detailed Specifications contained in the City's Request for Bids: CITY OF SALINA, KANSAS SPECIFICATIONS IUD SPECIFICATIONS FOR ONE (1) 25 YARD REAR LOAD PACKER TRUCK INTENDED APPLICATION: cg] Sanitation Packer TYPE: New cg] Used D Demo Unit D Used or demo models are preferred to be low mileage, good 1vorkin 7 condition, and carry a minimum twelve (12) 1nonth id/ warrantv. GENERAL TRUCK SPEClFICATlONS A. Model ear shall be [2023] or newer. C. Chassis configuration shall be: Sin le drive D Tandem drive['.8J . D. Maximum allowed vehicle hioh of 11' X 9". E. Front axle shall be a set-back configuration to maximize maneuverabilit . F. Vehicle a lication: Refuse Hauler D D D D D D D D G. Additional Information: Bidders must make any/all reasonable ejj(;rts to reduce operating weight without com'Jromisin the structural inte ritv o 'thee ui ment. H. Bidder's Comments: ENGINE SPECIFICATIONS A. B. C. Engine shall be federal emission compliant (not California). D. S stem shall utilize a dual 12 volt battel\/ s stem. 0 D E. Engine protection to include emergency shut-down [2J D D device for low oil and low coolant levels. F. Exhaust system shall be configured with a horizontal 0 D D D 0 muffler/tail I e. G. Coolant should be anti-freeze rated to -34° F. [2J D D D H. Engine shall have coolant block heater, minimum 110 0 D D D 0 volt/I 000 watt. I. Air intake system shall be equipped with a single l:8J D D D 0 element air cleaner. J. Packer trucks shall be equipped with remote throttle for l:8J D D D 0 refuse a lication and electronic fast idle control. K. Electronic encrine re uires full variables eed ovemor. D D D L. Additional comments: M. Bidder's comments: A-1 TRANSMISSION A. Transmission shall be an Allison RDS 3500P, 6 speed automatic, or cc uivalcnt. B. Automatic transmission shift mechanism shall be push button, mounted in the dashboard, or steering column mounted shift lever easily accessible to the driver while in seatbelt. C. Shall be equipped with automatic neutral activated by the ark brake. D. E. Transmission mounted PTO of cast iron construction. F. Radio to mute when transmission is laced in reverse. G. Additiona I information: H. Bidder's comments: FRONT AXLE AND SUSPENSION A. Front axle rate shall be a minimum of 16,000 lbs. B. Front spring suspension. taper-leaf, or multi-leaf design. minimum ratina of 16.000 lbs. with shock absorbers. C. Manufacturers standard ower steerin D. Additional information: E. Bidder's comments: REAR AXLE AND SUSPENSION A. Rear axle(s) ca aci shall be a min. of 40,000 lbs. B. Driver controlled differential locking with indicator light. C. Minimum re uired ear ratio 5 :29 D. Rear sus ension -sin le drive [ E. Rear sus ens ion -tandem axle 40,000 lbs. F. Tandem rear suspension to be Hendrickson HMX-400-54 with bronze bushin s or c uivalent. G. Additional infonnation: I-I. Bidder's comments: BRAKE SYSTEM A. Manufacturers' standard ABS air brakes 1stem. B . Front and rear automatic slack ad·usters rovided. E. Dust shield re uired for rear brakes. F. Aluminum air brake reservoirs. G. Front brake drums to be Motor Wheel Centrifuse, or c uivalcnt. H. Rear brake drums to be Conmet Castlite cast iron or 2 D D D D D D D D ~ D D D D ~ D D D D D D D D D D D D ~ D D D D D D D D D D D 0 D D e uivalent. l. Additional information: J. Bidder's comments: FRAME AND CHASSIS EQUIPMENT A. Frames shall have single rails with minimum 2,000,000 lbs. RMB er rail re uired. B. Front tow hooks are re uired. C. Front bumper to be three-piece; center section to be steel with flexible lastic end 1eces. D. Additional information: K. Bidder·s comments: FUEL TANKS A. Left hand (drivers side) fuel tank, packer truck to have ca acit no less than 50 al Ions. B. Fuel tank aluminum construction to minimize corrosion. C. Additional Infonnation: D. Bidder's comments: WHEELS AND TIRES A. Front wheels shall be sized at 22.5" hub B. Rear wheels shall be sized at 22.5'" hub C. Wheels to be aluminum. D. Hubs to be Conmet Preset Plus aluminum, front and rear. E. Tire brand -Yokohama F. Tire model -Yokohama MY627W G. Tire size must be 3 l 5/80R22.5, front/rear H. Front tires shall be all-weather tread design (knob tread not allowed on front). I. Rear tires shall be all weather tread. J. Mud flaps mounted front and rear of rear wheel assemblies. D D D D D K. One spare aluminum wheels mounted with same tires as ~ D is on truck. L. Additional information: Tires to be load ands eed rated. ors 1ecified GVWR. M. Bidder's comments: CAB EXTERIOR A. B. C. Cab sound insulation includes firewall and engine cover. D. Cab shall be painted manufacturers' standard white color. F. Riaht and left West Coasts 3 D D D D D D D 0 D D D D D 0 D D D D 0 D D 0 D D 0 D D D D D D D G. West Coast mirrors shall have 8'' convex auxiliary mirrors mounted below. H. Additional information: I. Bidder's comments: CAB INTERIOR A. Shall be equipped with electric window controls and electric door locks. B. All \Vindow 1lass shall be tinted. C. Insulated firewall and floor an els. D. "A" pillar grab handles mounted interior, passenger side of the cab for safe en tr and e ress. E. Manufacturers' hcavv du 'air conditionin installed. F. Heater and defroster installed. G. Manufacturers' standard AM/FM, clock radio, with one auxiliat JOii and blue tooth. H. I. J. Seat cover material shall be heav vinvl. K. Scat options: D full bench [8J driver's side air/ Jassen er bench L. Driver's seat to have foldin arm rests both sides M. Gauges provided in gauge cluster shall include: speedometer, odometer, engine oil pressure, fuel level, tachometer, voltmeter, transmission temperature, and hour meter. N . Automatic canceling directional signals and hazard blinkers. P. Q. Three point driver and passenger and two point center front seat belt retractors. V. Additional information: W. Bidder's comments: ELECTRICAL SYSTEM A. Minimum 130 am , 12 volt heavy dut alternator. B. Heavy duty service batteries to provide a minimum of 1100 cold crank in am s (CCA). c. D. Starter motor to be 12 volt with thermal over-crank rotection. 4 D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D E. Factory installed in-cab switches for body integration shall be provided as follows: Safety lighting D 0 D D Extra D 0 D D F. Windshield wiper system shall provide variable speed ~ D D D 0 settin 1s with wash and intermittent features. G. D D H. D I. D D D J. Back up alarm with minimum 100 dba installed and shall ~ D D D D be activated when vehicle is laced in reverse oear. K. Wiring for body builder installation of PTO controls ~ D D D D rovided. L. Backu Ii Jhts shall be LED. D D M. Batte ~ D D D N. D D 0. Additional information: P. Bidder·s comments: PAINT A. Truck cab and bed shall be painted manufacturers' standard white. B. Chassis to be ainted black. c. Bum er color to be ra . D. Additional information: E. Bidder's comments: GENERAL BODY SPECIFICATIONS A. Model ear shall be [2023] or newer. B. Minimum 25-ard ca acit '. C. Access door to be 30 inches by 30 inches with latch. D. Ho er ca acit to be a minimum of three cubic ards. E. Body interior shall have smooth sides and floor with D D D D absolutelv no obstrnctions. F. Additional information: G. Bidder's comments: HYDRAULICS A. Tailgate shall have automatic, hydraulic type, tailgate locks. B. 0 D D D C. D D D. All cylinders, hinges, and moving joints are to be equipped with accessible grease fittings for ease of D D D lubrication. E. Operating ressure shall be a minimum of2,2 00 SI. D D D F. Rate of com action shall be a minimum of 1,000 lbs. D D D 5 er cubic ard. G. Unloading mechanism shall be a telescopic cylinder, rear ~ D D D D end ejection; ejects and loads without rai sin<> bod 1• H. Hydraulic oil reservoir shall be equipped with ball valve on suction I ine, external filter on suction 1 ine, and D ~ D D D additional external filter on return line to reservoir. I. Additional information: J. Bidder's comments: PACKER BODY A. The bed is to be mounted on conventional cab and chassis. There shall be a maximum clearance of six D D D inches between cab and refuse bod B. Rear ste s arc to be removed b 'sell in vendor. ~ D D c. Mud flaps are to be mounted in front and rear of tandem ~ D D D D rear wheels. D. Packer body is to be painted manufacturers' standard ~ D D D 0 white. E. Additional information: F. Bidder's comments: POWER EQUIPMENT A. Engine driven, heavy duty clutch drive hot shift power ~ D D D 0 take-off with cast iron housin >. B. Electronic over-speed control with warning light to ~ D D D 0 indicate unit is enoa red . C. Additional PTO emergency shut-down switch to be located at rear of packer body near the control levers. Switch is to be guarded in such a way as to protect it D D D 0 from impact damage, yet be easily accessible to the blade o erators. D. Additional information: E. Bidder's comments: ONBOARD WEIGHING SYSTEM A. Onboard weighing shall be a fixed body scale system with load cells between body and chassis, factory D D D D calibrated and minimal maintenance. B. Cells. hardware. and con11ections shall be plated for long- term protection from corrosive elements. Cells built to D D D D withstand wei >ht in the event of vehicle over load. c. Weigh system shall have a digital monitor for cab. Readout to include gross and net weights. All channels ~ D D D 0 lus total to be viewed at an time. D. Set points, calibration adjustments, etc., to be non-~ D D D 0 tam erable in eneral use. E. Warning signal(s) for excess of set points. Wiring to ~ D D D 0 extend for allowance of mountin monitor anywhere in 6 the cab. Mountin to be done b buver. F. Additional information: G. Bidder's comments: SAFETY EQUIPMENT A. Body shall have safety props attached to hold tail crate/ho er o en. B. An electTic buzzer shall be provided near the packer controls to signal driver when it is safe to move the unit. C. All switches and wiring shall be enclosed/covered to revent dama e from outside sources. D. Additional information: E. Bidder's comments: ELECTRICAL LIGHTS A. Wiring on outside top of packer body to be run through metal conduit to rotect wirino from low-hanoina limbs. B. All packer clearance lights, brake lights. turn signals, and warning lights shall come from a separate circuit breaker assembly in addition to the chassis circuit breaker assembly. The packer box circuit breaker assembly shall have its own connection to the vehicle batte1 C. All stop lights, tum signal lights, tail lights, back-up lights shall be LED. D. Stop/turn/tail/back-up lights shall be mounted above and below ho er o enin 'with absolute( no obstructions. E. All lights and reflectors shall meet or exceed Federal Motor Vehicle Safe Standards. F. Additional information: G. Bidder's comments: CART DUMPER SPECIFICATIONS A. Two DiamondBack Model I 00 catt lifters with break- away feature designed to prevent damage to the lifter or equivalent capable of dumping all carts and semi- automated carts. Cart lifters to be painted same as cab and bod . B. Dumpers to have grease zerks at all moving joints to provide ease of lubrication. Dumpers to be bolted -not welded to unit. C. Hydraulics shall be part of the main hydraulic system, dum er valves mounted with tailaate function valves. D. One dumper control lever mounted on either side of tail ate for dum er o eration. E. Metal tubing carrying hydraulic fluid to be run down both sides of the tailgate and clamped securely to tail ate assembl . F. Hoses to be used at dum er and valve location. 7 Preferred D D D D D D D D D D D D D D D D D D D D D D D 0 D D D D D D D D D D D 0 D D D D D D D D D D D D D D D G. Dumpers to operate with a four second cycle time in the upward operation by pushing the dumper control handle ~ D D D D and a four second cycle time in a downward operation b ullin the dum er control handle. H. Dumpers must be capable of operating independently or ~ D D D D in tandem as the acker unit is c clino. I. Dumpers must be capable of dumping type BIG 96-~ D D D D oallon carts fullv into ho er area with no obstructions. J. Dum ers are to be full o erational at time of deliver 1• ~ D D D K. Bidding vendor shall provide two additional Diamond Back Model 100 cart lifter (not mounted) as separate back-up replacement units. Additional cart lifts to be D D D painted white same as packer body. This is in addition to the units mounted on the acker body. L. Additional information: M. Bidder's comments: WARRANTY A. ~ D D D 0 B. The bidder is responsible for the manufacturers' ~ D D D 0 warrantv work and service. c. Chassis/packer body assembly shall meet current DOT ~ D D D D and KDOT axle wei ht/bridoe reoulations. D. Manufacturer must provide a letter certifying the compactor is capable of packing a minimum of 1,000 lbs. per yard, on a continuous basis. without damage to D D D the packer unit. The rate of compaction is based on an average day of household refuse. Th is letter must accom an the vendor's bid . E. Additional infomrntion: F. Bidder's comments: VEIDCLE TAG AND INFORMATION A. A 60-day temporary tag and transfer agreement papers must accompany delivery of vehicle. Delivery will not D D D D be considered complete without either of these documents. B. Window stickers, line build sheets, manufacturers' specifications and data must accompany agreement D D D 0 a ers. c. Additional information: D. Bidder's comments: 8 LITERATURE, KEYS AND TRAINING A. Successful bidder shall furnish one (1) set of manuals for truck covering operator, shop service, electrical, and vacuum trouble shooting, power train, drive train, D D D body and chassis. Electrical wiring diagrams must be hard co I B. Successful bidder shall furnish one set of manuals for refuse body and cart lifts covering operator, shop D D D service, repair and patts catalog. Electrical wiring diaarams must be hard co C. Provide 6 i nition/door ke 'S D D D D. Successful bidder shall provide, as soon as possible after delivery, training on new electrical and emissions D D D technoloav used on the delivered vehicle. E. Additional information: r Bidder's comments: INSPECTION AND DELIVERY A. Inspection of new equipment will be made as soon as r8J D D D ossible u on deliverv. B. Vehicle with missing equipment or otherwise failing to meet the specifications will not be accepted and will r8J D D D become the vendor's res onsibilit c. Delivery of vehicle is: F.O.B. City of Salina Central Garage D D D 418 E. Ash Street Salina, KS 67401 D. Additional information: E. Bidder's comments: A complete set of specifications of the units bid, descriptive literature, date of delivery, and warranty infonnation (including copies of the actual wan-anties and disclaimers to be issued) shall be included with the bid submittal. The window sticker shall be left on the vehicle. All deviations or variances from the above specifications shall be expressly identified and explained. The above specifications must be completed yes or no. Failure to provide this information may result in a bid not being considered. 9 D D 0 0 0 TRADE-IN EQUIPMENT UN IT: 514 -2015 Ken worth T3 70 with 25 yard Loadmaster Excel-S refuse packer body (Serial LMI 4-2463) VlN: 2NKHLJ9Xl FM444045 ASSET: 17973 MILES: 30,620 as of l / 12/23 10 CITY OF SALINA, KANSAS ST AND ARD PURCHASE TERMS AND CONDITIONS I. Contractor's Obligations. The Contractor shall fully and timely provide all Deliverables described in the Contractor's Bid in strict accordance with the terms, covenants, and conditions of this Contract, the Specifications, and all applicable federal. state, and local laws. 2. Effective Date: Term. This Contract shall be effective as of the date of the City's purchase order, and shall continue in effect until all obligations are perfonned in accordance with this Contract. The Contractor shall furnish the Deliverables, and provide all related services, on or before the date(s) or within the tirne(s) specified in the Contractor's Bid. 3. Title & Risk of Loss. Title to and risk of loss of the Deliverables shall pass to the City only when clear and unencumbered title to the Deliverables has been fw·nished to the City and Notification of Acceptance has been issued by the City. 4. Delivery Terms and Transportation Charges. All deliveries shall be F.O.B. destination with all transportation and handling charges paid by the Contractor. The place of delivery shall be that location set forth in the purchase order. 5. Inspections: Rejection; Withholding Acceptance Pending Cure. The City expressly reserves all rights to inspect the Deliverables within a reasonable time after delivery. and to reject defective or non-conforming goods. Notwithstanding anything to the contrary contained in applicable Jaw or in any laws of sales or standards and practices in the industry, any acknowledgement of receipt or delivery of the Deliverables by the City shall not constitute acceptance by the City or waiver of any defects or nonconfonnance. Acceptance of the Deliverables shall not be deemed to occur until the City's issuance of the written Notification of Acceptance to the Contractor. The City reserves the right to reject the Deliverables, in whole or in patt, if the Deliverables fail in any respect to conform to the Specifications and requirements contained in or made a part of the Bid; if they are defective in any respect; or if they have not been properly or satisfactorily installed or equipped. If the Deliverables are substantially in compliance with the Specifications, but are defective or nonconforming to some degree. the City may, in its sole discretion. withhold acceptance until the Deliverables are rendered non-defective and conform in every respect to the Contract. B-1 6. Invoices. Invoices shall be prepared and submitted in duplicate to the "ship-to'· address specified on the purchase order. Separate invoices are required for each purchase order. Invoices shall contain the following information: purchase order number, item number, description of goods or services, sizes, units of measure. quantity. unit price, and extended totals. 7. Pavment. The City shall pay the Contractor for goods and services rendered, in one lump sum, which shall be due and payable to Contractor within thirty (30) calendar days after the City's receipt of the invoice. Provided, however. that no payment shall be due until after: (a) the City has issued a Notification of Acceptance with respect to all Deliverables covered by the invoice; and (b) the Contractor has provided clear and unencumbered title to the Deliverables. No. C.O.D.s will be accepted. 8. Warranties. The Contractor warrants and represents that all Deliverables sold to the City under this Contract shall be free from defects in design, workmanship or manufacture, and further represents and warrants that aJI Deliverables shall conform in all material respects to: (i) the Specifications. drawings. and descriptions: (ii) any samples furnished by the Contractor; (iii) the terms, covenants and conditions of this Contract; and (iv) all applicable state, federal or local laws, rules. and regulations, and industry codes and standards. These wa1Tanties shall be in addition to any other warranty or guarantee provided by the Contractor. Unless otherwise stated m the Specifications, the Deliverables shall be new merchandise, and not used or reconditioned. The Contractor may not limit. exclude or disclaim the forgoing warranties or any warranty implied by law, and any attempt to do so shall be without force or effect. The warranty period shall be at least one year from the date of acceptance of the Deliverables or from the date of acceptai1ce of any replacement Deliverables. or such longer period as may be required by the Specifications. If the Contractor is not the manufacturer and the Deliverables are covered by a separate manufacturer's warranty. the Contractor shall transfer and assign such manufacturer's warranty to the City. If for any reason the manufacturer's waiTanty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer's warranty for the benefit of the City. 9. Indemnification. To the fullest extent permitted by law, the Contractor shall defend, indemnify and hold harmless the City, its agents, representatives, officers, officials and employees from and against all claims, damages, losses and expenses (including but not limited to attorney fees and cou11 costs) attributable to bodily injury, sickness, disease, death, or injury to, impairment, or destruction of property, including loss of use resulting therefrom, to the extent that such claims, damages, losses, and expenses relate to, arise out ot: or are alleged to have resulted from the wrongful acts, errors, mistakes, omissions, or defective work or services of the Contractor, its employees, agents, or any tier of subcontractors in the performance of this Contract. 10. Default. The Contractor shall be in default under this Contract if the Contractor fai ls to perform any of its obligations under this Contract within ten (I 0) days after written notice to comply has been mailed by the City to the Contractor ("Event of Default'} 11. Remedies. Upon the occurrence of an Event of Default, the City may exercise any or all of the following remedies, which are in addition to, and not in lieu of, any other remedies available to the City under law or equity: (a) terminate this Contract and the Contractor's rights under the Contract; (b) procure the Deliverables from another source, and hold the Contractor liable for the difference in cost together with incidental and consequential damages, including costs and reasonable attorney foes; or ( c) hold the Contractor liable for the difference between market price of the Deliverables and the agreed price herein, together with incidental and consequential damages, including costs and reasonable attorney fees. Jn addition, the City may pursue any available remedy at law or in equity (including specific performance) by suit, action, mandamus or other proceeding to enforce and compel the performance of the Contractor's duties and obligations set fo11h in this Contract, to enforce or preserve any other rights or interests of the City under this Contract or otherwise existing at law or in equity and to recover any damages incurred by the City resulting from such Event of Default. 12. Termination without Cause. The City shall have the right to terminate this Contract, in whole or in part, without cause, at any time upon thirty (30) calendar days' prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor. to the extent of funds appropriated or otherwise legally B-2 available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the tenns hereof 13. Special Tools and Test Equipment. If the price stated in the Contractor's Bid includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of fulfilling this Contract such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 14. Equal Oppottunity. (a) In conformity with the Kansas act against discrimination and Chapter 13 of the Salina Code, the Contractor and its subcontractors, if any, agree that: ( 1) The Contractor shall observe the provisions of the Kansas act against discrimination and Chapter 13 of the Salina Code and in doing so shall not discriminate against any person in the perfonnance of work under this Contract because of race, sex, religion, age, color, national origin, ancestry or disability; (2) The Contractor shall include m all solicitations, or advertisements for employees, the phrase "equal opportunity employer,'' or a similar phrase to be approved by the city's human relations director; (3) lf the Contractor fails to comply with the manner in which the Contractor repo11s to the Kansas human rights commission in accordance with the provisions of K.S.A. 44- 1031 and amendments thereto, the Contractor shall be deemed to have breached this Contract and it may be canceled, terminated or suspended, in whole or in part, by the City; (4) Tf the Contractor is found guilty of a violation of Chapter 13 of the Salina Code or the Kansas act against discrimination under a decision or order of the Salina human relations commission or the Kansas human rights commission which has become final, the Contractor shall be deemed to have breached this Contract and it may be canceled, terminated or suspended, in whole or in pa11, by the City; (5) The Contractor shall not discriminate against any employee or applicant for employment in the performance of this Contract because of race, sex, religion, age, color, national origin, ancestry or disability; and (6) The Contractor shall include similar provisions in any subcontract under this Contract. (b) The provisions of this section shall not apply to this Contract ifthe Contractor: (1) Employs fewer than four employees during the te1111 of this Contract; or (2) Contracts with the City for cumulatively $5,000 or less during the City's calendar fiscal year. 15. Taxes. The equipment purchased hereunder is purchased by the City, a tax exempt entity, for public and municipal purposes and the parties understand that this sale shall be exempt from taxation. 16. Patent and Copyright Infringement. The Contractor shall be required to pay all royalties and license fees and shall defend, indemnify, and hold harmless the City. its agents, representatives, officers. officials and employees from liability of any natme or kind, including costs and expenses, for or on account of any patented or unpatented invention, process, article, or appliance manufactured or used in the performance of this Contract, including its use by the City. 17. Non-appropriation. The City is subject to Kansas budget and cash basis laws, and operates on a calendar fiscal year. In the event that this Contract involves financial obligations spanning multiple fiscal years for the City, it is subject to annual appropriation by the City's governing body for future fiscal years. If the City's governing body does not appropriate the funds necessary to fulfill the City's financial obligations pursuant to this Contract, the City shall so notify the other parties to this Contract and this Contract shall be null and void for purposes of the fiscal year(s) affected by the decision of the governing body not to appropriate. 18. Relationship. It is expressly understood that the Contractor, in performing services under this Contract, does so as an independent contractor. The City shall neither have nor exercise any control or direction over the methods by which Contractor B-3 performs its services hereunder. The sole interest and responsibility of the City is to see that the services covered by this Contract are perfonned and rendered in a competent, efficient, and satisfactory manner. The Contractor shall be exclusively responsible for all taxes, withholding payments, employment-based benefits, deferred compensation plans, including but not limited to its workers compensation and social security obligations, and the filing of all necessary documents, forms, or returns pe1tinent to the foregoing.\ 19. Notices. All notices required or permitted to be given pursuant to this Contract shall be in writing and delivered personally or sent by registered or certified mail, return receipt requested, or by generally recognized, prepaid. commercial courier or overnight air courier service. Notice shall be considered given when received on the date appearing on the return receipt, but if the receipt is not returned within five (5) days. then three (3) days after mailed, if sent by registered or certified mail or commercial courier service; or the next business day, if sent by overnight air courier service. Notices to the Contractor shall be to the address specified in the Contractor's Bid, or at such other address as the Contractor may designate via a written notice to the City. Notices to the City shall be addressed to the City of Salina, Attn: City Clerk, P.O. Box 736, Salina Kansas 67402-0736. 20. Compliance with Applicable Law. The Contractor shall comply with all applicable federal, state, and local law in the performance of this Contract. 21. Administration of Agreement. All references in this Contract to City's participation or approval shall mean the participation or approval of the City Manager, or his or her designee. unless otherwise provided herein. 22. Attorney Fees. If any suit or action is instituted by either patty hereunder, including all appeals, the prevailing paity in such suit or action shall be entitled to recover rea<>onable attorney fees and expenses from the non-prevailing party, in addition to any other amounts to which it may be entitled. 23. Right to independent Legal Advice. The Contractor understands and acknowledges the right to have this Contract reviewed by legal counsel of the Contractor's choice. 24. Applicable Law; Venue. This Contract and its validity, construction and performance shall be governed by the laws of Kansas. In the event of any legal action to enforce or interpret this Contract, the sole and exclusive venue shall be m the Safo1e County, Kansas District Court. 25. Interpretation. This Contract shall be interpreted according to its fair meaning, and not in favor of or against any party. 26. Time. Time is of the essence of this Contract. No extension will be granted unless in writing and signed by the pa1iies. Should the end of a time period fall on a legal holiday that tem1ination time shall extend to 5:00 p.m. of the next full business day. 27. Severability. The unenforceability, invalidity, or illegality of any provision of this Contract shall not render the other provisions unenforceable, invalid, or illegal. 28. Amendments. Neither this Contract nor any of its terms may be changed or modified, waived, or terminated except by an instrument in writing signed by an authorized representative of the party against w'hom the enforcement of the change, waiver, or termination is sought. Without limiting the foregoing, no pre-printed or similar terms on any invoice, order, or other document shall have any force or effect to change the terms, covenants, and conditions of this Contract. 29. Waiver. No failure or delay by a party hereto to ms1st on the strict performance of any term of this Contract, or to exercise any right or remedy consequent to a breach thereof, shall constitute a waiver of any breach or any subsequent breach of such term. No waiver of any breach hereunder shall affect or alter the remaining terms of this Contract, but each and every term of this Contract shall continue in full force and effect with respect to any other then existing or subsequent breach thereof. 30. Conflict Resolution. No interpretation of this Contract shall be allowed to find the City has agreed to binding arbitration. 31. No Third Party Beneficiaries. Solely the parties to this Contract shall have rights and may make claims under this Contract. There are no intended third party beneficiaries under this Contract, and no third patties shall have any rights or make any claims hereunder. 32. Feminine-Masculine, Singular-Plural. Wherever used, singular shall include the plural, plural the singular, and use of any gender shall include all genders . .).). Headings. The headings of the sections of this Contract are included for the purposes of convenience B-4 only and shall not affect the interpretation of any provision hereof. 34. Binding Effect This Contract shall extend to and bind the heirs, executors, administrators. trustees, successors and authorized assigns of the parties hereto. 35. Non-Assignable. Due to the unique qualifications and capabilities of the Contractor, neither the rights nor responsibilities provided for under this Contract shall be assignable by either patty, either in whole or in part. 36. Entire Agreement. This Contract constitutes the entire agreement between parties and supersedes all prior oral written understandings. This Contract shall not be altered, modified, amended or changed except by written amendment signed by the patties.