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CITY OF SCOTTSDALE
City of Scottsdale Formal Solicitation General Terms & Conditions
(Attachment B)
1. Additional Service Requested
Any service requested which is not specifically authorized by the Contract or written adjustments thereto,
requires the issuance of a separate purchase order by the City for authorization to perform, and separate
billing by the Contractor for payment.
2. Advertising
No advertising or publicity concerning the City using the Contractor’s services shall be undertaken without
prior written approval of such advertising or publicity by the City of Scottsdale Contract Administrator and
by the City Attorney.
3. Arizona Law
The Contract and all Contract documents are considered to be made under and will be construed in
accordance with and governed by the laws of the State of Arizona without regard to the conflicts or choice
of law provisions. Any action to enforce any provision of this Contract or to obtain any remedy under this
Contract shall be brought in the Superior Court, Maricopa County, Arizona, and for this purpose, each
party expressly and irrevocably consents to the jurisdiction and venue of this Court.
4. Assignment
Services covered by this Contract may not be assigned or sublet in whole or in part without first obtaining
the written consent of the Purchasing Director and Contract Administrator.
5. Attorney’s Fees
In the event either party brings any action for any relief, declaratory or otherwise, arising out of this
Contract, or on account of any breach or default hereof, the prevailing party shall be entitled to receive
from the other party an award of reasonable attorneys’ fees and reasonable costs and expenses, which
shall be deemed to have accrued on the commencement of such action.
6. Authority
Each party hereby warrants and represents that it has full power and authority to enter into and perform
this Contract, and that the person signing on behalf of each has been properly authorized and empowered
to enter this Contract. Each party further acknowledges that it has read this Contract, understands it, and
agrees to be bound by it.
7. Cancellation of City Contracts – Conflict of Interest
The City may cancel any Contract or Agreement, without penalty or obligation, if any person significantly
involved in initiating, negotiating, securing, drafting or creating the Contract on behalf of the City's
departments or agencies is, at any time while the contract or any extension of the Contract is in effect, an
employee of any other party of the Contract in any capacity or a consultant to any other party of the
Contract with respect to the subject matter of the Contract. The cancellation shall be effective when written
notice from the City is received by all other parties to the Contract, unless the notice specifies a later time
(A.R.S. 38-511).
8. Captions/Headings
The headings used in the Contract documents are for ease of reference only and will not in any way be
construed to limit or alter the meaning of any provision.
Direct all invoices to:
City of Scottsdale
Attn: Accounts Payable
7447 E. Indian School Rd.
Ste 210
Scottsdale, AZ 8251
Phone (480) 312-2432
PURCHASING OFFICE
9191 E. SAN SALVADOR DR.
SCOTTSDALE, AZ 85258
Phone (480) 312-5700
Fax (480) 312-5701
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The captions used in this Contract are solely for the convenience of the parties, do not constitute a part of
this Contract, and are not to be used to construe or interpret this Contract.
9. Certificate of Insurance
The successful vendor(s) will be required to furnish the City of Scottsdale a Certificate of Insurance on a
standard insurance industry ACORD™ form or its equivalent when separate insurance requirements are
listed under clause #28-Insurance Requirements. The ACORD™ form must be issued by an insurance
company authorized to transact business in the State of Arizona. A sample of a standard insurance
industry ACORD™ form with the required additional insured language can be found on the Purchasing
web site under forms at: http://www.scottsdaleaz.gov/Purchasing. Failure to provide a Certificate of
Insurance with the appropriate verbiage will result in rejection of your certificate and/or may be cause for
Contract default. Additionally, Certificates of Insurance submitted without referencing the solicitation
number may be subject to rejection and discarded.
10. Changes in The Work
The City may at any time order changes within the scope of the work without invalidating the Contract. If
such changes increase or decrease the amount due under the Contract documents, or in the time required
for performance of the work, an equitable adjustment shall be authorized by written Change Order.
The City shall execute a formal Change Order based on detailed written quotations from the Contractor
for work related changes and/or a time of completion variance. All Change Orders are subject to approval
by the City.
Contract Change Orders are subject to the Rules and Procedures within the City’s Procurement Code.
Change Orders to Contracts may be executed, according to established rules, when provided for in the
original Contract.
The Contractor will not perform any additional services without a written Change Order approved by the
City. If the Contractor performs additional services without a Change Order, the Contractor will not receive
any additional compensation.
11. Chemicals
Contractors shall provide Safety Data Sheets (SDS) for all substances that are delivered to the City of
Scottsdale, that come under the Federal requirements of 29CFR 1910 Subpart Z - Toxic and Hazardous
Substances, which includes 29CFR 1910.1200 - Hazard Communication
All Contractors using chemicals on City of Scottsdale property shall use only the safest chemicals, with
the least harmful ingredients. These chemicals shall be approved for use by a City of Scottsdale
representative prior to bringing them on City property.
Contractors shall make every attempt to apply approved chemicals with highly volatile organic compounds,
outside of working hours. Adequate ventilation shall be used at all times during the application of these
approved chemicals.
In conjunction with the Occupational Safety and Health Standards, Subpart-Z Toxic and Hazardous
Substances, and Section 1910.1200 Hazard Communication, Contractors are hereby informed of the
presence (or possible presence) of chemicals in the area where the work requested will be performed. All
selected Contractors shall contact the City of Scottsdale for specific information relative to the type of
chemicals present and location of appropriate safety data sheets.
12. Compliance with Federal and Arizona State Immigration Laws
Under the provisions of A.R.S. §41-4401, the Bidder warrants to the City that the Bidder and all its
Subcontractors will comply with all Federal Immigration Laws and Regulations that relate to their
employees and that the Bidder and all its Subcontractors now comply with the E-Verify Program under
A.R.S. §23-214(A).
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A breach of this warranty by the Bidder or any of its Subcontractors will be considered a material breach
of this Contract and may subject the Bidder or Subcontractor to penalties up to and including termination
of this Contract or any subcontract.
The City retains the legal right to inspect the papers of any employee of the Bidder or any Subcontractor
who works on this Contract to ensure that the Bidder or any Subcontractor is complying with the warranty
given above.
The City may conduct random verification of the employment records of the Bidder and any of its
Subcontractors to ensure compliance with this warranty. The Bidder agrees to indemnify, defend and hold
the City harmless for, from and against all losses and liabilities arising from any and all violations of these
statutes.
The City will not consider the Bidder or any of its Subcontractors in material breach of this Contract if the
Bidder and its Subcontractors establish that they have complied with the employment verification
provisions prescribed by 8 USCA §1324(a) and (b) of the Federal Immigration and Nationality Act and the
E-Verify requirements prescribed by A.R.S. §23-214(A). The “E-Verify Program” means the employment
verification pilot program as jointly administered by the United States Department of Homeland Security
and the Social Security Administration or any of its successor programs.
The provisions of this Article must be included in any Contract the Bidder enters into with any and all of its
Subcontractors who provide services under this Contract or any Subcontract. “Services” are defined as
furnishing labor, time or effort in the State of Arizona by a Contractor or Subcontractor. Services include
construction or maintenance of any structure, building or transportation facility or improvement to real
property. The Contractor will take appropriate steps to assure that all subcontractors comply with the
requirements of the E-Verify Program. The Contractor’s failure to assure compliance by all its’
Subcontractors with the E-Verify Program may be considered a material breach of this Contract by the
City.
13. Compliance with Federal and State Laws
The City has entered into this Contract with the Bidder relying on his knowledge and expertise to provide
the services contracted for. As a part of that reliance, the Bidder represents that it knows and understands
the relevant and applicable federal and state laws that apply to the services provided through this Contract
and agrees to comply with these relevant and applicable federal and state laws.
The Bidder understands and acknowledges the applicability to it of the American with Disabilities Act, the
Immigration Reform and Control Act of 1986, the Drug Free Workplace Act of 1989, and for construction
Contracts: A.R.S. § 34-301, “Employment of Aliens on Public Works Prohibited”, and A.R.S. § 34-302, as
amended, “Residence Requirements for Employees”.
14. Contract Administrator Duties
The Contract Administrator shall be responsible to audit the billings, approve payments, establish delivery
schedules, approve addenda, and assure Certificates of Insurance are in City’s possession and are current
and conform to the Contract requirements.
15. Contractor on Site Safety Reporting Requirements
For any non-construction City supplier whose service Contract(s) (either singular or in aggregate) results
in the Contractor working 500 or more hours on site at a City of Scottsdale location(s) in any one calendar
quarter, the following documentation must be provided by the Contractor to the Contract Administrator
(CA):
•
the Contractor’s most recent OSHA 300A (if applicable);
•
all accident reports for injuries that occurred in the City under the Contract during the most
recent review period;
•
the Contractor’s current worker’s compensation experience modifier;
•
the above information is to be provided to the CA initially and every February thereafter as
long as the Contract is in force;
the CA will provide this information to Risk Management when requested.
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16. Co-Op Use of Contract
In addition to the City of Scottsdale, this Agreement may be extended for use by other municipalities,
government agencies and governing bodies, including the Arizona Board of Regents, and political
subdivisions of the State. Any such usage by other entities must be in accord with the ordinances, charter
and/or rules and regulations of the respective entity and the approval of the Contractor.
17. Counterparts
This Contract may be executed in one or more counterparts, and each originally executed duplicate
counterpart of this Contract shall be deemed to possess the full force and effect of the original.
18. Endangered Hardwoods
The project shall not utilize any endangered wood species prohibited by A.R.S. § 34-201(J).
19. Entire Agreement
This Contract constitutes the entire understanding of the parties and supersedes all previous
representations, written or oral, with respect to the services specified herein.
20. Equal Employment Opportunity
During the performance of this Contract, the Bidder will follow the Federal government's guidelines to
ensure that employees or applicants applying for employment will not be discriminated against because
of race, color, religion, sex or national origin. The City of Scottsdale Diversity Office can be reached at
480-312-2727.
21. Estimated Quantities
All quantities referenced in this solicitation document are subject to adjustment dictated by City
requirements. Quantities at variance with stated bid quantities may be purchased as required.
22. Execution of Contract
The Contractor shall provide all the required documentation, including, but not limited to, applicable bonds,
insurance certificates, IRS W-9 Form and other documentation required to issue the Purchase Order or
Notice to Proceed within ten (10) calendar days after the date of the Acceptance of Offer or Notice of
Contract Award by the City. If a separate City Contract is required, the Contractor must execute it within
ten (10) calendar days and return it to the City. Failure to complete these requirements within ten (10)
calendar days may place the Contractor in default.
Upon request, the Contractor shall provide the required I.R.S. W-9 Form which is available from the IRS
website at www.IRS.gov under their forms section.
23. Force Majeure
The City shall not be held responsible for acceptance of all or any part of the materials tendered for delivery
under this Agreement due to federal, state or municipal action, statute, ordinance or regulation, strike or
other labor trouble, fire, windstorm or other incidents outside of the City’s control which shall make such
acceptance impossible or impractical.
Neither party shall be responsible for delays or failures in performance resulting from acts beyond their
control. Such acts shall include, but not be limited to, acts of God, riots, acts of war, epidemics,
governmental regulations imposed after the fact, fire, communication line failures, or power failures.
24. Funds Appropriation
If the City Council does not appropriate funds to continue this Contract and pay for required charges, the
City may terminate this Contract at the end of the current fiscal period. The City agrees to give written
notice to the Contractor at least 30 days before the end of its current fiscal period and will pay the
Contractor for all approved charges incurred through the end of this period.
25. Indemnification
To the fullest extent permitted by law, Contractor, its successors, assigns and guarantors, must defend,
indemnify and hold harmless City of Scottsdale, U.S. Bureau of Reclamation (if applicable per solicitation
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insurance requirements stated in the Special Terms & Conditions section of the each solicitation), its
agents, representatives, officers, directors, officials and employees from and against all allegations,
demands, proceedings, suits, actions, claims, damages, losses, expenses, including but not limited to,
attorney fees, court costs, and the cost of appellate proceedings, and all claim adjusting and handling
expense, related to, arising from or out of, or resulting from any act or omission, negligence, recklessness,
or intentional wrongful conduct by Contractor in the performance of this Contract, including but not limited
to, any Subcontractor or anyone directly or indirectly employed by any of them or anyone for whose acts
any of them may be liable and any injury or damages claimed by any of Contractor’s and Subcontractor’s
employees.
Insurance provisions in this Contract are separate and independent from the indemnity provisions of this
section and shall not be construed in any way to limit the scope and magnitude of the indemnity provisions.
The indemnity provisions of this section shall not be construed in any way to limit the scope and magnitude
and applicability of the insurance provisions.
26. Independent Contractor
The services Contractor provides under the terms of this Contract to the City are that of an Independent
Contractor, not an employee, or agent of the City. The City may report the value paid for these services
each year to the Internal Revenue Service (I.R.S.) using Form 1099.
City shall not withhold income tax as a deduction from contractual payments unless required under federal
or state law. As a result of this, Contractor may be subject to I.R.S. provisions for payment of estimated
income tax. Contractor is responsible for consulting the local I.R.S. office for current information on
estimated tax requirements.
27. Israel Boycott Prohibition
By executing this contract, [Contractor] certifies that it is not currently engaged in and will not for the
duration of this contract engage in boycott activity proscribed by A.R.S. § 35-393 et seq.
28. Litigation
The Bidder will disclose any issue or potential issue that may have a material bearing on the financial
condition, solvency or credit worthiness of the organization. Disclosure includes any material contingent
liabilities or uninsured potential losses, involuntary Contract terminations in other jurisdictions and any
voluntary or involuntary bankruptcy filings over the past 7 years. The Bidder will also disclose any litigation
in which the Bidder has been involved in, either as a plaintiff or defendant, within the past 3 years, and the
Bidder shall agree to notify the City within 7 days of any litigation or significant potential for litigation of
which the Bidder becomes aware during the course of any contract with the City. Further, the Bidder shall
disclose in writing to the City all litigation involving the Bidder, the Bidder's related organization, owners
and key personnel.
29. Local Conditions, Rules and Regulations
The Bidder shall familiarize itself with the nature and extent of the Contract documents, work to be
performed, all local conditions, and federal, state and local laws, ordinances, rules and regulations that in
any manner may affect cost, progress or performance of the work.
30. Modifications
Any adjustments, alterations, additions, deletions, or modifications in the terms and/or conditions of this
Contract must be made by written Change Authorization approved by the Contract Administrator,
Purchasing Director and the Contractor.
If Contractor performs any modification without such written Change Authorization, the City shall not be
obligated to accept said modification.
31. No Preferential Treatment or Discrimination
In accordance with the provisions of Article II, Section 36 of the Arizona Constitution, the City will not grant
preferential treatment to or discriminate against any individual or group on the basis of race, sex, color,
ethnicity or national origin. The City of Scottsdale Diversity Office can be reached at 480-312-2727.
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32. No Waiver
The failure of either party to enforce any of the provisions of the Contract documents or to require
performance of the other party of any of the provisions of this Contract will not be construed to be a waiver
of those provisions, nor will it affect the validity of the Contract documents, or the right of either party to
enforce each and every provision.
No delay or failure of either party in exercising any right hereunder, and no partial or single exercise
thereof, shall be deemed to constitute a waiver of such right or any other rights hereunder. All waivers
must be in writing and signed by the party to be charged. Any waiver by either party of any requirement
hereunder shall be deemed to be a specific limited waiver and shall not be deemed to be a continuing
waiver nor a waiver of any other requirement hereof.
33. Order of Precedence
In the event of a conflict in the provisions of this solicitation or resulting Contract, as accepted by the City
and as they may be amended, the following shall prevail in the order set forth below:
1.
Signed and fully executed separate Contract or Offer and Acceptance Sheet
2.
Special Terms & Conditions of the Solicitation
3.
General Terms & Conditions of the Solicitation
4.
Statement or Scope of Work (SOW)
5.
Specifications
6.
Attachments
7.
Exhibits
8.
Instructions to Bidders
9.
Other documents referenced or included in the Solicitation or Contract
34. Patents / Intellectual Property
The Contractor agrees upon receipt of notification to promptly assume full responsibility for the defense of
any suit or proceeding which is, has been, or may be brought against the City of Scottsdale and its agents
or bidders for alleged patent and/or copyright infringement, as well as for the alleged unfair competition
resulting from similarity in design, trademark or appearance of goods by reason of the use or sale of any
goods furnished under this Contract and the Contractor further agrees to indemnify the City against any
and all expenses, losses, royalties, profits and damages including court costs and attorney’s fees resulting
from the bringing of such suit or proceedings including any settlement or decree of judgment entered
therein.
The City may be represented by and actively participate through its own counsel in any such suit or
proceedings if it so desires.
35. Payment Terms
The City of Scottsdale’s payment terms are payment within thirty (30) days except in Title 34
circumstances where payment is required within fourteen (14) days. Payment may be sooner where cash
discounts are offered for early payment; however, cash discounts offered will not be considered in
determining lowest Bidder. In no event will payment be made prior to receipt of an original invoice
containing invoice and Purchase Order numbers and receipt of purchased items. The City is not liable for
delays in payment caused by failure of the Contractor to send an invoice to the address specified below:
CITY OF SCOTTSDALE
ACCOUNTS PAYABLE
7447 E. INDIAN SCHOOL ROAD, #210
SCOTTSDALE, ARIZONA 85251-4468
36. Price Reduction
If Contractor’s, manufacturer, or supplier at any time during the course of this Contract, makes a general
price decrease, to the Contractor, the Contractor shall promptly notify the City in writing and extend such
decrease to the City effective on the date of such general price decrease.
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37. Records and Audit Rights
Contractor’s and Subcontractor's books, records, correspondence, accounting procedures and practices,
and any other supporting evidence relating to this Contract (all the foregoing hereinafter referred to as
"Records") shall be open to inspection and subject to audit and/or reproduction during normal working
hours by the City of Scottsdale, or its authorized representative, to the extent necessary to adequately
permit evaluation and verification of any invoices, payments or claims based on Contractor’s or
Subcontractor's actual costs (including direct and indirect costs and overhead allocations) incurred, or
units expended directly in the performance of work under this Contract. For the purpose of evaluating or
verifying such actual or claimed costs or units expended, the City of Scottsdale or its authorized
representative shall have access to said Records from the effective date of this Contract for the duration
of the work and until three (3) years after the date of final payment by the City of Scottsdale to Contractor
pursuant to this Contract.
The City of Scottsdale or its authorized representative shall have access, during normal working hours, to
all necessary Contractor and Subcontractor facilities, and shall be provided adequate and appropriate
work space, in order to conduct audits in compliance with the provisions of this Article. The City of
Scottsdale shall give Contractor or Subcontractor reasonable advance notice of intended audits.
Contractor shall require Subcontractors to comply with the provisions of this Article by insertion of the
requirements hereof in any Subcontract pursuant to this Contract.
If an audit in accordance with this article, discloses overcharges, of any nature, by the Contractor to the
City in excess of one percent (1%) of the total Contract billings, the actual cost of the City's audit shall be
reimbursed to the City by the Contractor. Any adjustments and/or payments which must be made as a
result of any such audit or inspection of the Contractor's invoices and/or records shall be made within a
reasonable amount of time (not to exceed 90 days) from presentation of City's findings to Contractor.
38. Registered/Licenses
To be considered responsive, Contractors must be registered/licensed in the State of Arizona, if such
registration/license is normally a requirement for the nature of the work contemplated by this Contract.
39. Request for Taxpayer I.D. Number & Certification Irs W-9 Form
Upon request, the Contractor shall provide the required I.R.S. W-9 FORM which is available from the
IRS website at www.IRS.gov under their forms section.
40. Risk of Loss
Contractor agrees to bear all risks of loss, injury or destruction of goods and materials ordered as a result
of this Contract which occur prior to delivery to the City; and such loss, injury, or destruction shall not
release Contractor from any obligation hereunder.
41. Scottsdale City Seal and City Symbol
The Scottsdale City seal (as defined in S.R.C. § 2-1) and the City symbol are registered marks and are
reserved solely for the City’s use. Any other use or reproduction of the City’s registered marks in
any print, digital, or other media without the City’s express, written consent is prohibited. As a
breach of this prohibition may impair the City’s reputation, dilute its mark(s), or otherwise cause the City
irreparable harm, the City shall be entitled to an immediate injunction enjoining such use in addition to any
other legal or equitable remedies.
42. Severability
If any provision of the Contract documents or the application of them to any person or circumstance is
invalid, illegal or unenforceable to any extent, the remainder of the Contract documents and their
application will not be affected and are enforceable to the fullest extent permitted by law.
43. Successors and Assigns
No right or interest covered by this Contract shall be assigned in whole or in part without the prior written
consent of the City. Any assignment made in contravention of this section shall be considered void.
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The Contractor and the City agree that the provisions of the Contract documents are binding upon the
parties, their employees, agents, heirs and assigns. This Contract extends to and is binding upon the
Contractor, its successors and assigns, including any individual, company, partnership or other entity with
or into which the Contractor merges, consolidates or is liquidated, or any person, corporation, partnership
or other entity to which the Contractor sells its assets.
44. Termination
Termination for Convenience: City reserves the right to terminate this Contract or any part hereof for its
sole convenience with thirty (30) days written notice. In the event of such termination, Contractor shall
immediately stop all work hereunder, and shall immediately cause any of its suppliers and Subcontractors
to cease such work. Contractor shall be paid a reasonable termination charge consisting of a percentage
of the order price reflecting the percentage of the work performed prior to the notice of termination, plus
actual direct costs resulting from termination.
Contractor shall not be paid for any work done after receipt of the notice of termination, nor for any costs
incurred by Contractor’s suppliers or Subcontractors which Contractor could reasonably have avoided.
Contractor shall not unreasonably anticipate the requirements of this Contract.
Cancellation for Cause: City may also terminate this Contract or any part hereof with seven (7) days’
notice for cause in the event of default if the Contractor fails to comply with any of the terms and conditions
of this Contract. Late deliveries, deliveries of products which are defective or do not conform to this
Contract, unsatisfactory performance as judged by the Contract Administrator, or failure to provide City,
upon request, with adequate assurances of future performance shall all be causes allowing City to
terminate this Contract for cause.
In the event of termination for cause, City shall not be liable to Contractor for any amount, and Contractor
shall be liable to City for any and all damages sustained by reason of the default which gave rise to the
termination. If it should be determined that City has improperly terminated this Contract for default, such
termination shall be deemed a termination for convenience.
In the event Contractor is in violation of any Federal, State, County or City law, regulation or ordinance,
the City may terminate this Contract immediately upon giving notice to the Contractor.
45. Testing of Materials
When required in the course of any service or Contract, the procedures and methods used to sample and
test material, will be determined by the City. Unless otherwise specified, samples and tests will be made
in compliance with the following: The City of Scottsdale Minimum Sampling Frequency Guide, The City
of Scottsdale Material Testing Manual and/or the standard methods of AASHTO or ASTM, DSPM and
MAG supplements.
The City will provide a pre-qualified City or Independent Testing Laboratory and will pay directly for initial
City Acceptance Testing. If the first and subsequent tests indicate noncompliance with the specifications,
the cost associated with that noncompliance shall be paid for by the Contractor. When the first and
subsequent tests indicate noncompliance with the specifications, all retesting will be performed by the
same testing agency.
Rejected materials shall be immediately removed and shall not be used in any form for any other part of
the work.
46. Time is of the Essence
Time is of the essence with respect to the dates and times contained in the Contract documents.
47. Warranty
Contractor expressly warrants that all goods or services furnished under this agreement shall conform to
all specifications and appropriate standards, will be new, and will be free from defects in material or
workmanship. Contractor warrants that all such goods or services will conform to any statements made
on the containers or labels or advertisements for such goods, or services, and that any goods will be
adequately contained, packaged, marked and labeled. Contractor warrants that all goods or services
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furnished hereunder will be merchantable and will be safe and appropriate for the purpose for which goods
or services of that kind are normally used. If Contractor knows or has reason to know, the particular
purpose for which City intends to use the goods or services, Contractor warrants that such goods or
services will be fit for such particular purpose. Contractor warrants that goods or services furnished will
conform in all respect to samples. Inspection, test, acceptance of use of the goods or services furnished
hereunder shall not affect the Contractor's obligation under this warranty, and such warranties shall survive
inspection, test, acceptance and use.
Contractor's warranty shall run to City, its successors, and assigns. Contractor agrees to replace or correct
defects of any goods or services not conforming to the foregoing warranty promptly, without expense to
City, when notified of such nonconformity by City, provided City elects to provide Contractor with the
opportunity to do so. In the event of failure of Contractor to correct defects in or replace nonconforming
goods or services promptly, City, after reasonable notice to Contractor, may make such corrections or
replace such goods and services and charge Contractor for the cost incurred by City in doing so.
Contractor recognizes that City's requirements may require immediate repairs or reworking of defective
goods, without notice to the Contractor. In such event, Contractor shall reimburse City for the costs,
delays, or other damages which City has incurred.