The City shall accept the item(s) on the twentieth (20th) business day after the date of receipt of the item(s) by the "City" unless prior to the twentieth (20th) day, the Chief Procurement Officer (CPO) or his/her designee delivers a notice to the Vendor stating the reason(s) why the item(s) have not been accepted.

Except as otherwise provided in this Contract, this Contract shall be subject to change, amendment, or modification only by the mutual written consent of the parties hereto.

This Contract shall be construed and interpreted in accordance with the applicable laws of the State of Texas and City of Houston. Venue for any disputes relating in any way to this Contract shall lie exclusively in Harris County, Texas.

The captions at the beginning of the Articles of this Contract are guides and labels to assist in locating and reading such Articles, and shall not be restrictive of the subject matter of any article, section, or part of this Contract.

At any time the Agreement Term, the CPO may issue a Change Order to increase or decrease the scope of services or change plans and specifications as he or she may find necessary to accomplish the general purposes of this Agreement. Vendor shall furnish the services or deliverables in the Change Order in accordance with the requirements of this Agreement plus any special provisions, specifications, or special instructions issued to execute the extra work.

The CPO will issue the Change Order in substantially the following form:

CHANGE ORDER TO: (Name of Vendor)
FROM: City of Houston, Texas (the "City")
DATE: (Date of Notice)
SUBJECT: Change Order under the Agreement between the City and (Name of Vendor) countersigned by the City Controller on (Date of Countersigned of the Agreement)

Subject to all terms and conditions of the Agreement, the City requests that Vendor provide the following: (Here described the additions to or changes to the equipment or services and the Change Order Charges applicable to each.)

Signed:(Signature of CPO)

The CPO may issue more than one Change Order, subject to the following limitations:

• The City Council espressely authorizes the CPO to approve one or more Change Orders, provided each Change Order cannot exceed $50,000. A Change Order of more than $50,000 must be approved by the City Council.
• If a Change Order describes items that Vendor is otherwise required to provide under this Agreement, the City is not obligated to pay any additional money to Vendor.
• The total of all Change Orders issued under this section may not increase the original award amount by more than 25%.

Whenever the Vendor receives a Change Order, Vendor shall furnish all material, equipment, and personnel necessary to perform the work described in the Change Order. Vendor shall complete the work within the time prescribed. If no time for completion is prescribed, Vendor shall complete the work within a reasonable time. If the work described in any Change Order causes an unavoidable delay in any other work Vendor is required to perform under this award, Vendor may request a time extension for the completion of the work. The CPO’s decision regarding a time extension is final.

A product or service provided under a Change Order is subject to inspection, acceptance, or rejection in the same manner as the work described in the original award and is subject to the terms and conditions of the original award as if it had originally been a part of the award.

Anti-Boycott of Israel. Vendor certifies that Vendor is not currently engaged in and agrees for the duration of this Agreement not to engage in, the boycott of Israel as defined by Section 808.001 of the Texas Government Code.

Anti-Boycott of Energy Companies. Vendor certifies that Vendor is not currently engaged in and agrees for the duration of this Agreement not to engage in, the boycott of energy companies as defined by Section 809.001 of the Texas Government Code.

Anti-Boycott of Firearm Entities or Firearm Trade Associations. Vendor certifies that Vendor does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association or will not discriminate against a firearm entity or firearm trade association for the duration of this Agreement, as defined by Section 2274.001 of the Texas Government Code.

Certification of No Business with Foreign Terrorist Organizations. For purposes of Section 2252.152 of the Texas Government Code, Vendor certifies that, at the time of this Purchase Order neither Vendor nor any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of Vendor, is a company listed by the Texas Comptroller of Public Accounts under Sections 2252.153 or 2270.0201 of the Texas Government Code as a company known to have contracts with or provide supplies to a foreign terrorist organization.

If the Vendor fails to provide the Official Performance Bond (if required by the purchase order and/or change order), or the item(s) listed on the purchase order and/or change order at the unit prices quoted, the City, at its option, may terminate this Contract for default by delivering a written notice to the Vendor, and the City shall have no further obligation under this Contract. At the City's option, through a notice to the Vendor in writing from the CPO, the Vendor may be allowed to cure such default within the time specified in said notice. In the event there is a failure to deliver any item(s), the City may cover its loss by reasonably procuring from another source the item(s) not delivered. The Vendor shall be responsible for and shall pay to the City immediately upon demand; the difference in price between that offered by the Vendor and that which the City was forced to pay for covering the Vendor's failure to deliver. Default by the City shall occur if the City fails to perform, or observe the terms and conditions of this Contract, and the “Vendor" gives notice in writing to the City within thirty (30) days of the act or omission claimed by the Vendor. Upon receipt of such notice in writing from the Vendor, the City shall have thirty (30) days to cure such default.

The Vendor shall:

• Deliver the item(s) specified on the purchase order and/or change order to the designated "FOB Point", within the time specified by the "City". Timely delivery is of the essence to this Contract.
• Ensure all deliveries are made on a business day, during business hours (Monday through Friday, except City Council designated holidays, from 8:00am to 4:00pm).
• Provide, at no additional charge, any equipment, labor, packaging, crating, or padding necessary to load, tie down and unload the item(s) to be delivered, so that they may be transported in a normal, safe manner without damage.
• Be liable for all risks for the item(s) until accepted by the "City". The "Vendor" is responsible for any freight charges incurred in delivering the item(s) to the "FOB Point." A representative of the "City" will sign the "Vendor's" delivery ticket to acknowledge receipt of the item(s) by the "City". Unless the "contractor" receives such signature, the "City" shall not be responsible for the receipt of the item(s). The "City" retains the right to inspect the delivered item(s) prior to acceptance, and shall not accept item(s) that do not conform to the requirements of this Contract.

In the event the item(s) on the face of the purchase order and/or the change order are services rather than goods, such services shall be performed in accordance with the specifications, or scope of work, and the "City" reserves the right to require the "Vendor" to provide service(s) in conformance with such description prior to accrual of the City's obligation for payment.

The Vendor is and represents to be an equal opportunity employer and agrees to abide by the terms of the City of Houston Equal Opportunity Ordinance as follows:

The Vendor shall:

• The Vendor, sub-Vendor, supplier, or lessee will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, or age. The Vendor, sub-Vendor, supplier, or lessee will take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, religion, color, sex, national origin, or age. Such action will include, but not limited to: employment; upgrading; demotion or transfer; recruitment advertising; layoff or termination; rates of pay or other forms of compensation and selection for training, including apprenticeship. The Vendor, sub-Vendor, vendor, supplier, or lessee agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the City setting forth the provisions of this Equal Employment Opportunity Clause.
• The Vendor, sub-Vendor, supplier, or lessee states that all qualified applicants will receive consideration for employment without regard to race, religion, color, sex, national origin or age.
• The Vendor, sub-Vendor, supplier, or lessee will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer advising the said labor union or workers representative of the Vendor's and sub-Vendor's commitments under Section 202 of Executive Order No. 11246, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
• The Vendor, sub-Vendor, supplier, or lessee will comply with all provisions of Executive Order No. 11246 and the rules, regulations, and applicable orders of the Department of Labor or other Federal Agency responsible for enforcement of applicable equal opportunity and affirmative action provisions and will likewise furnish all information and reports required by the Mayor and/or Vendor’s Compliance Officer(s) for purposes of investigation to ascertain and effect compliance with this program.
• The Vendor shall file and shall cause each of his sub-Vendors, if any, to file compliance reports with the City in the form and to the extent as may be prescribed by the Mayor. Compliance reports filed at such times as directed shall contain information as to the practices, policies, programs, and employment policies and employment statistics of the Vendor and each sub-Vendor.
• The Vendor, sub-Vendor, supplier, or lessee will furnish all information and reports required by Executive Order No. 11246, and by the rules, regulations, and orders of the Department of Labor, or pursuant thereto, and will permit access to all books, records, and accounts by the appropriate City and Federal Officials for purposes of investigations to ascertain compliance with such rules, regulations, and orders. Compliance reports filed at such times as directed shall contain information as to the employment practice policies, program, and workforce statistics of the Vendor, sub-Vendor, vendor, supplier, or lessee.
• In the event of the Vendor's, sub-Vendor's, supplier's, or lessee's noncompliance with the non-discrimination clause of this contract or with any of such rules, regulations, or orders, this contract may be cancelled, terminated, or suspended in whole or in part, and the Vendor, sub-Vendor,  supplier, or lessee may be declared ineligible for further City contracts in accordance with procedures provided in Executive Order No. 11246, and such other sanctions may be imposed and remedies invoked as provided in the said Executive Order, or by rule, regulation, or order of the Secretary of Labor, or as may otherwise be provided by law.
• The Vendor shall include the provisions of paragraphs 1-6 of this Equal Employment Opportunity Clause in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of September 24, 1965, so that such provisions will be binding upon each sub-Vendor. The Vendor will take such action with respect to any sub-Vendor or purchase order as the contacting agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: provided, however, that in the event the Vendor becomes involved in, or is threatened with, litigation with a sub-Vendor as a result of such direction by the contracting agency, the Vendor may request the United States to enter into such litigation to protect the interests of the United States.

The price(s) specified on the face of the purchase order and/or the change order is firm, and may not be increased or supplemented on the Vendor's invoice.

Timely performance by the Vendor is essential to this Contract. However, the Vendor will not be liable for delays in performing its obligations to the extent such delays are caused by unforeseeable conditions that are beyond the Vendor's reasonable control, and that are without Vendor's fault or negligence, subject to the following provisions: Acts of God such as storms or floods, as well as judicial restraints, acts of law-enforcement or military authorities, fires, epidemics, war or riot are examples of events that might be excusable as being beyond the Vendor's reasonable control: however, no time extension because of an excusable shall ever be allowed unless: (a) within seven (7) calendar days of the commencement of any excusable delay, Vendor shall provide City with written notice of the cause and extent thereof as well as a request for a time extension equal to the estimated duration thereof; and (b) within seven (7) calendar days of the cessation of the event causing delay, Vendor shall provide City  with written notice of the actual delay incurred, upon receipt of which, the time for Vendor's performance shall be extended for the time actually lost by reason of an excusable delay.

Vendor covenants and warrants that it will protect , defend, and hold harmless the City, its employees, officers, and legal representatives (collectively the City) from any and all third party claims, demands, and liability, including defense costs, relating in any way to damages, claims, or fines arising by reason of or in connection with "Vendor's" actual or alleged negligence or other actionable performance or omission of the Vendor in connection with or during the performance of the duties under this agreement. Vendor further covenants and agrees to protect, defend, indemnify and hold harmless the City from all claims, allegations, fines, and damages relating in any way to the actual or alleged joint and/or concurrent negligence of the City and Vendor, whether the Vendor is immune from liability or not.
It is the expressed intention of the parties hereto, that the indemnity provided herein is an agreement by the Vendor to indemnify and protect the City from the City's own negligence where said negligence is an alleged or actual cause of any alleged third-party harm.
This indemnity provision shall have no application to any claim or demand where bodily injury, death, or damage results from the sole negligence of the City, unmixed with any fault of another party pr entity, including the Vendor.
Notwithstanding anything herein to the contrary, the liability of the Vendor under this indemnity provision shall not exceed $600,000 per occurrence.

In performing its obligations under this Contract, the Vendor shall act as an independent Contractor solely for its own account and not as an agent, representative or employee of the City. No employee, agent, or representative of the Vendor shall be considered an employee of the City nor be eligible for any benefits, rights or privileges afforded to City employees.

Risks and Limits of Liability.  Vendor shall maintain the following insurance coverages in the following amounts:

Insurance Coverage.  At all times during the term of this Agreement and any extensions or renewals, Vendor shall provide and maintain insurance coverage that meets the Agreement requirements.  Prior to beginning performance under the Agreement, at any time upon the City’s request, or each time coverage is renewed or updated, Vendor shall furnish to the City current certificates of insurance, endorsements, all policies, or other policy documents evidencing adequate coverage, as necessary.  Vendor shall be responsible for and pay: (i) all premiums; and (ii) any claims or losses to the extent of any deductible amounts.  Vendor waives any claim it may have for premiums or deductibles against the City, its officers, agents, or employees.  Vendor shall also require all subcontractors or consultants whose subcontracts exceed $100,000 to provide proof of insurance coverage meeting all requirements stated above except amount.  The amount must be commensurate with the amount of the subcontract, but no less than $500,000 per claim.
Form of insurance.  The form of the insurance shall be approved by the Director and the City Attorney; such approval (or lack thereof) shall never: (i) excuse non-compliance with the terms of this Section; or (ii) waive or estop the City from asserting its rights to terminate this Agreement.  The policy issuer shall: (i) have a Certificate of Authority to transact insurance business in Texas; or (ii) be an eligible non-admitted insurer in the State of Texas and have a Best’s rating of at least B+, and a Best’s Financial Size Category of Class VI or better, according to the most current Best’s Key Rating Guide.
Required Coverage.  The City shall be an Additional Insured under this Agreement, and all policies, except Professional Liability and Worker’s Compensation, shall explicitly name the City as an Additional Insured.  The City shall enjoy the same coverage as the Named Insured without regard to other Agreement provisions.  Vendor waives any claim or right of subrogation to recover against the City, its officers, agents, or employees, and each of Vendor’s insurance policies except professional liability must contain coverage waiving such claim.  Each policy, except Workers’ Compensation and Professional Liability, must also contain an endorsement that the policy is primary to any other insurance available to the Additional Insured with respect to claims arising under this Agreement.  If professional liability coverage is written on a “claims made” basis, Vendor shall also provide proof of renewal each year for two years after substantial completion of the Project, or in the alternative: evidence of extended reporting period coverage for a period of two years after substantial completion, or a project liability policy for the Project covered by this Agreement with a duration of two years after substantial completion.  All certificates of insurance submitted by Contractor shall be accompanied by endorsements for: (i) Additional Insured coverage in favor of the City for Commercial General Liability and Automobile Liability policies; and (ii) Waivers of Subrogation in favor of the City for Commercial General Liability, Automobile Liability and Workers’ Compensation/Employers’ Liability policies.  The Director will consider all other forms on a case-by-case basis.

Notice.  VENDOR SHALL GIVE 30 DAYS’ ADVANCE WRITTEN NOTICE TO THE DIRECTOR IF ANY OF ITS INSURANCE POLICIES ARE CANCELED OR NON-RENEWED.  Within the 30-day period, Vendor shall provide other suitable policies in order to maintain the required coverage.  If Vendor does not comply with this requirement, the City, at its sole discretion, may immediately suspend Vendor from any further performance under this Agreement and begin procedures to terminate for default.

Other Insurance.  If requested by the Director, Vendor shall furnish adequate evidence of Social Security and Unemployment Compensation Insurance, to the extent applicable to Vendor’s operations under this Agreement.

The price(s) specified on the face of the purchase order and/or the change order is firm, and may not be increased or supplemented on the Vendor's invoice. The City of Houston’s standard payment term is to pay 30 days after receipt of invoice or receipt of goods or services, whichever is later, according to the requirements of the Texas Prompt Payment Act (Tx. Gov’t Code, Ch. 2251). However, the City will pay in less than 30 days in return for an early payment discount from vendor as follows:

• Payment Time - 10 Days: 2% Discount
• Payment Time - 20 Days: 1% Discount

If the City fails to make a payment according to the early payment schedule above, but does make the payment within the time specified by the Prompt Payment Act, the City shall not receive the discount, but shall pay no other penalty. When the payment date falls on Saturday, Sunday or official holiday when City offices are closed and City business is not expected to be conducted, payment may be made on the following business day.

All invoices shall be submitted through the City’s SAP Business Network (“Ariba”).  

• Purchase order number;
• Vendor's name and address;
• Description of the item(s) delivered;
• Exact quantity of each item delivered;
• Date of delivery to the City;
• Unit price for each item, if a unit price was offered by the Vendor;
• Total amount of the charge(s) for the item(s) delivered, which amount shall not exceed the amount of the purchase order; and the
• Name of the City Department that requested the item(s) or service(s).

The City shall pay the Vendor either the lump sum for the item(s) or, if unit prices are specified, the unit price per item for each item multiplied by the number of units actually delivered and received and accepted by the City. The City shall never be obligated to pay a sum greater than the segregate price offered for the item(s). The unit price shall control in the event of a conflict. Payment is due thirty (30) days after the City has approved the invoice or after the City has accepted the goods, whichever occurs later.

In the event the City rejects any item(s), the Vendor shall have ten (10) days after receipt of notice of such rejection to replace any item(s) with replacements which conform to this Contract, at no additional cost to the City.

• All prices quoted shall be made on the form(s) provided by the City of Houston. The use of other forms will not be considered unless Vendor specifically indicate otherwise.
• By submitting a response to the City of Houston, Vendor certifies that all items to be furnished to the City of Houston, will not infringe any valid patent or trademark, and if a Vendor receives a Contract/Purchase Order from the City of Houston, Vendor will (at its own expense) defend any and all actions of suits charging such infringement and save the City of Houston harmless in case of any such infringement.
• When a brand or trade name appears in any specification(s) provided by the City of Houston, it is understood that the brand or trade name referred to, or its approved equal shall be furnished. If, however, Vendor proposes similar but not identical items, Vendor must furnish full particulars. If no mention is made of any exception(s), it is assumed that Vendor is offering the item(s) specified and not an approved equal, and will be required to furnish and deliver the exact item(s) specified.
• Vendors are required to submit with their response descriptive literature of the equipment or supplies, if the equipment or supplies are from a different manufacturer than those specified by the City of Houston. Should the description(s) furnished in the literature differ from the specification(s) specified by the City of Houston, and no mention is made to the contrary, it shall be construed to mean that Vendor proposes to furnish equipment or supplies in accordance with such description(s) and not in accordance with the City’s specification(s).
• If requested by the City of Houston, samples of items shall be furnished without charge, and if not destroyed, returned upon request at your expense.
• Time of proposed delivery should be stated in number of calendar days. General terms such as “stock”, “immediately”, and “as soon as possible” may be cause for rejection.
• Prices should be itemized. The City of Houston reserves the right to award by item or by total bid. In case there is a discrepancy between the unit price(s) and the extension(s), the unit price(s) shall govern.
• The City of Houston reserves the right to reject any or all quotes, or any part(s) thereof.
• The City of Houston is exempt from all Federal Excise Taxes. Consequently, DO NOT include these taxes in your price(s) or invoice(s). Taxable items must be so designated, and the City will supply you with a Tax Exemption Certificate. If you believe that certain taxes are payable by the City of Houston, you should list the taxes directly below each item.
• All prices quotes shall be F.O.B. Destination unless otherwise stated by the City of Houston and will be irrevocable for ninety (90) days.
• All invoices shall be submitted through the City’s SAP Business Network (“Ariba”).
• If Vendors elect not to respond to the solicitation, please sign and indicate that on the solicitation, and return it to return the Buyer along with the reason(s).
• Submission or attachment of quotation forms containing Vendor’s terms and/or conditions is not acceptable, and may result in the response being considered nonresponsive.
• The City of Houston’s standard payment term is to pay 30 days after receipt of invoice or receipt of goods or services, whichever is later, according to the requirements of the Texas Prompt Payment Act (Tx. Gov’t Code, Ch. 2251). However, the City will pay in less than 30 days in return for an early payment discount from vendor as follows:
• Payment Time - 10 Days: 2% Discount
• Payment Time - 20 Days: 1% Discount
• A Vendor may elect not to offer a discount for early payment and the City will make payment net 30 days. Discounts will not be considered in the award evaluation.
• If the City fails to make a payment according to the early payment schedule above,  but does make the payment within the time specified by the Prompt Payment Act, the City shall not receive the discount, but shall pay no other penalty. When the payment date falls on a Saturday, Sunday, or official holiday when City offices are closed and City business is not expected to be conducted, payment may be made on the following business day.

If the Vendor receives payment from the City for work performed by any sub-vendor(s), or for materials provided by any supplier(s), and the Vendor withholds or has withheld payment to the sub-vendor(s) or supplier(s) on account of a deficiency in the quality or quantity of that sub-vendor's or supplier's work or materials, the City may withhold the amount associated with such work or materials from any pending or future payments to the Vendor until the next regular payment to the Vendor occurring after the City receives reasonable documentation that the deficiency has been remedied.

This Contract shall bind and benefit the respective parties and their legal successors, and shall not be assignable, in whole or in part, by any party hereto without first obtaining the written consent of the other party. This provision is not intended to limit the Vendor's ability to assign receivables under this Contract, but only applies to performance of the Contract. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of the City.

The City is exempt from the Federal Excise and Transportation Tax and the limited Sales and Use Tax. Unless the City of Houston Bid Form or specifications specifically indicates otherwise the price bid must be net exclusive of above mentioned taxes. A vendor desiring refunds of, or exemptions from taxes paid on the item(s) accepted by the City, must submit the proper forms, and the City of Houston Chief Procurement Officer, if satisfied as to the facts, and will issue the necessary certificate.

By the City for Convinience:

• The Chief Procurement Officer may terminate this Contract /Purchase Order at any time upon 30-calendar days notice in writing to the Vendor. Upon receipt of such notice, the Vendor shall, unless the notice directs otherwise, all services in connection with the performance of the Contract/Purchase Order and shall proceed to cancel promptly all existing orders and Contract/Purchase Orders insofar as such orders and Contract/Purchase Orders are chargeable to this Contract /Purchase Order. As soon as practicable after the receipt of notice of termination, the Vendor shall submit a statement to the appropriate department(s) showing in detail the services performed or items delivered under this Contract/Purchase Order to date of termination. The City agrees to compensate the Vendor for that portion of the prescribed charges for which the services were actually performed or items delivered under this Contract/Purchase Order and not previously paid.

The Vendor warrants that each item delivered will (1) be new (unless otherwise specified on the face of the purchase order, change order or specifications), free from liens and defects in design, materials, workmanship and defects in title (including any defect in the Vendor's right to sell a patented or copyrighted product or to use a patented process), (2) conform in all respects to the terms of the purchase order, change order or specifications, and (3) be of the best quality, if no specific quality is established in the specification(s). If within one (1) year from the date of acceptance by the City, it appears that an item, or any commercial unit thereof, does not conform to these warranties, and the Chief Procurement Officer notifies the Vendor within a reasonable amount of time after discovery, the Vendor shall correct such nonconformity to the satisfaction of the Chief Procurement Officer at the Vendor's expense.

Should this occur, the City may revoke acceptance, and purchase substitute item's correcting the nonconformity. The cost of the substitute item(s) correcting any nonconforming item(s) shall be borne by the Vendor.
Additionally, the Vendor shall transfer to the City any manufacturer's warranty that it has for the item(s).

By the City for Default by the Vendor

In the event that the materials and/or services furnished by the Vendor do not conform to the standard set forth herein, or if the deliveries and servicing of this Agreement/Purchase Order do not conform to the requirements detailed herein, the City through a written notice from the City Purchasing Agent to the Vendor describing such default may as its options:

• Terminate the Agreement/Purchase Order for default and the City shall have no further obligation under the Agreement/Purchase Order.
• Allow the contractor to cure default within a reasonable time as specified in the notice. The City, at its sole option, may extend the proposed date of termination to a later date. If prior to the proposed date of termination, the Contractor cures such default to the City’s satisfaction, then the proposed termination shall be ineffective. If the Contractor fails to cure such default prior to the propose date of termination, then the City may terminate its performance under this Agreement/Purchase Order as of such date and have no further obligation under the Agreement/Purchase Order.
• In the event of failure to deliver any or all of the items or to perform required services, the City may cover its loss by reasonably procuring from another source the items not delivered or the services not performed. The Vendor shall be responsible for and shall pay to the City immediately upon demand the difference in price between that offered by the Vendor and that which the City was forced to pay for covering the Vendor’s failure to deliver or perform services.

By the Vendor for Default by the City

• Default by the City shall occur if the City fails to perform or observe the terms and conditions of this Contract/Purchase Order required to be performed or observed by the City, and the Vendor gives notice in writing to the City within 30 calendar days of the act or omission claimed by the Vendor to constitute default on the part of the City.
• Upon receipt of such notice in writing from the Vendor, however, the City shall have 30 calendar days to cure such default. The Vendor, at its sole option, may extend the proposed date of termination to a later date.
• If City cures such default prior to the proposed date of termination, the proposed termination shall be ineffective. If the City fails to cure such default prior to the proposed date of termination, then the Vendor may terminate its performance under this Contract/Purchase Order.

The terms and conditions specified in the bid will apply to the outline agreement. The quantities specified on the outline agreements are an estimate; consequently, the City of Houston makes no representation either orally or in writing as to the quantity of items that may be purchased from the Vendor.