HomeMy WebLinkAboutResolution - 2007-R0164 - PO - I-27 Marine And RV LTD - Pontoon Boat - 04_26_2007Resolution No. 2007-RO164
April 26, 2007
Item No. 6.10
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock is hereby authorized and directed to
execute a Purchase Order Contract and any associated documents with I-27 Marine &
RV, LTD, of Lubbock, Texas, for purchase of a pontoon boat per ITB #07-028-
FO, which Purchase Order Contract and any associated documents are attached hereto as
Exhibit A and made a part hereof for all intents and purposes.
Passed by the City Council this 26th day of April '2007.
1 •'
ATTEST:
Rebe ca Garza, City Secretary
APP ED TO CONTENT:
Rhea Cooper, uty Fire Chief
APPROVED AS4-0,FORM:
'1
Don Vandiver, A torney of ounsel
DDres/127MarinePOcon07 Res
April 18, 2007
Y o CITY OF LUBBOCK
i u i U R C H A S E O R D E R
TO:
1 -27 MARINE & RV LTD
604 TEXAS AVENUE
UBBOCK TX 79411
Page
Date -
Order No.
Brn/Plt -
SHIP TO:
1
4/17/07
309851 000 OP
3511
CITY OF LUBBOCK
CENTRAL FIRE STATION COMPLEX
RAUL SALAZAR
LUBBOCK TX 79401
INVOICE TO: CITY OF LUBBOCK
ACCOUNTS PAYABLE
P.O. BOX 2000
LUBBOCK TX. 79457 BY: [�f
Ordered ----04117107 Freight - FOB Destination Frt Prepaid U------------- -- -- ---
Re nested - 05/17/07 Taken By - RANDY WOOD
De ivery - PER RSALAZAR REQ# 28729 ITB#07-028-FO
--------
Description / Supplier Ite
------------------
Dive Search and Rescue Boat
6X 9 PONTOON BOAT
Ordered UM Unit Cost UM Extension
1.000 EA 30,925.0000 EA 30,925.00
Req. Dt
05/17/0
purchase order encumbers funds in the amount of $30,925.00, for the purchase of a Dive, Search and Rescue Boat awarded to
Marine and RV LTD., of Lubbock, TX, on April 26, 2007. The following are incorporated into and made part of this purchase
r by reference quote submitted by I-27 Marine and RV LTD, of Lubbock, TX.
lution No. 2007—RO 164
OF LUBBOCK ATTEST:
CQ
A. Miller ayor Rebecla Garza, City Secretary
DVED AS TO-FC?RM: _
Total Order
Te ms NET 30 30,925.00
TERMS AND CONDITIONS
IMPORTANT: MEAD CAREFULLY
STANDARD TERMS AND CONDITIONS
CITY OF LUBBOCK, TEXAS
Seller and Buyer agree as follows:
1. SELLER TO PACKAGE GOODS. Seller will package goods in accordance with goad
commercial practice, Each shipping container shall be clearly and permanently marked as
follows (a) Seller's name and address, (b) Consignee's name, address and purchase order or
purchase release number and the supply agreement number if applicable, (c) Container number
and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container
beating the packing slip. Seller shall bear cost of packaging unless otherwise provided. Goods
shall be suitably packed to secure lowest transportation costs and to conform with requirements
of common carriers and any applicable specifications. Buyer's cuunt or weight shall be final
and conclusive on shipments not accompanied by packing lists.
2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not authorized to ship the
goods under reservation and no tender of a bit I of lading will operate as a tender of goods.
3. TITLE AND RISK OF LOSS. The title and risk of lass of the goods shall not pads to Buyer
until Buyer actually receives and takes possession of the gutxis at the point or points of
delivery.
4. NO REPLACEMENT OF DEFECTIVE TENDER. Every tender of delivery of goods must
fully comply with all provisions of this contract as to time of delivery, quality and the like. if a
render is made which does not fully conform, this shall Constitute a breach and Seller shall not
have the right to substitute a conforming tender, provided, where the time for performance has
nut yet expired, the Seller may reasonably notify Buyer of his intention to cure and may then
make a conforming tender within the contract time but not afterward.
S. INVOICES & PAYMENTS.
a. Seller shall submit separate invoices, in duplicate, one each purchase order urpurchase
release after each delivery. Invoices shall indicate the purchase order or purchase release
number and the supply agreement number if applicable. Invoices shall be itemized and
transportation charges, if any, shall be listed separately. A copy of the bill of lading, and the
freight waybill when applicable, should be attached to the invoice. Mail To: Accounts
Payable, City of Lubbock, P. O. Box 2000, Lubbock, Texas 79457. Payment shall not be due
until the above instruments are submitted after delivery.
6. GRATUITIES. The Buyer may, by written notice to the Seller, cancel this contract without
liability to Seller if it is determined by Buyer that gratuities, in the form of entertainment, gifts
or otherwise, were offered or given by the Seller, or any agent or representative of the Seller, to
any officer or employee of the City of Lubbock with a view to securing a contract or securing
favorable treatment with respect to the awarding or amending, or the making of any
determinations with respect to the performing of such a contract. In the event this contract is
canceled by Buyer pursuant 10 this provision, Buyer shall be entitled, in addition to any other
rights and remedies, to recover or withhold the amount of the cost incurred by Seiler in
providing such gratuities.
7. SPECIAL TOOLS & TEST EQUIPMENT. If the price stated on the face hereof includes the
cost of any special tooling or special test equipment fabricated or required by Seller for the
purpose of filling this order, such special tooling equipment and any process sheets related
thereto shall become the property of the Buyer and to the extent feasible shall be identified by
the Seller as such.
g. WARRANTY -PRICE.
a. The price to be paid by the Buyer shall be that contained in Seller's bid which Seller
warrants to be mr higher than Sellers current process on orders by others for products of the
kind and specification covered by this agreement for similar quantities under similar of like
conditions and methods ufpurchase. In the event Seller breaches this warranty, the prices of
the items shall be reduced to the Seller's current prices on orders by others, or in the
alternative. Buyer may cancel this contract without liability to Seller for breach or Seller's
actual expense.
It. The Seller warrants that no person or selling agency has been employed or retained to solicit
or secure this contract upon an agreement or understanding for commission, percentage,
brokerage, or contingent fee excepting bona fide employees of bona tide established
commercial or selling agencies maintained by the Seller for the purpose of securing business.
For breach of vitiation of this warranty the Buyer shall have the right in addition to any other
right of rights to cancel this contract without liability and to deduct from the contract price, or
otherwise recover without liability and to deduct from the contract price, or otherwise recover
the full amount of such commission. percentage, brokerage or contingent fee.
9. WARRANTY -PRODUCT. Seller shall not limit or exclude any implied warranties and any
attempt to do so shall render this contract voidable at the option of the Buyer. Seller wr rants
that the goods fumished will conform to the specification, drawings, and descriptions listed in
the bid invitation, and to the samples) famished by the Seller, if any. In the even of a conflict
or between the specifications, drawings, and descriptions, the specifications shall govern.
Notwithstanding any provisions contained in the contractual agreement, the Seller represents
and warrants fault -free performance and fault -free result in the processing date and date related
data (including, but not limited to calculating, comparing and sequencing) of all hardware,
software and firmware products delivered and services provided under this Contract,
individually or in combination, as the case may be from the effective date of this Contract.
Also, the Seller warrants the year2(1W calculations will be recognized and accommodated and
will not, in any way, result in hardware- software ar firmware failure. The City of Lubbock, at
its sole option, may require the Seller, at any time, to demonstrate the procedures it intends to
follow in order to comply with all the obligations contained herein. The obligations contained
herein apply to products and services provided by the Seller, its sub -Seller or any third parry
involved in the creation or development of the pruducts and services to be delivered to the City
of Lubbock under this Contact. Tailure to comply with any of the obligations contained
herein, may result in the City of Lubbock stalling itself of any of its rights under the law and
under this Contract including, but nut limited to, its right pertaining to termination or default.
The warranties contained herein are separate and discrete from any other warranties specified
in this Contract, and are rat subject to any disclaimer of warranty, implied or expressed, or
limitation of the Seller's liability which may be specified in this Contract„ its appendices, its
schedules, its annexes or any document incorporated in this Contract by reference.
IB. SAFETY WARRANTY. Seller warrants that the product sold to the Buyer shall conform to
the standards promulgated by the U. S. Department of Labor under the Occupational Safety and
Health Act of 1970. In the event the product does not conform to OSHA standards, Buyer may
return the product for correction or replacement at the Seller's expense. In the event Seller
fails to make the appropriate correction within a reasonable time, correction made by Buyer
will be at the Seller's expense.
11. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As pan of this contract for
sale Seller agrees to ascertain whether goods manufactured in accordance with the
specifications attached to this agreement will give rise to the rightful claim of any third person
by way of infringement of the like, Buyer makes no warranty that the production of goods
according to the specification will not give rise to such a claim, and in no event shall Buyer be
liable to Seller for indemnification in the event that Seller is sued on the grounds of
infringement of the like. IT Seller is of the opinion that an infringement or the like will result,
he will notify the Buyer to this effect in writing within two weeks after the signing of this
agreement. If Buyer does nut receive notice and is subsequently held liable for the
infringement or the like, Seller will save Buyer harmless, If Seller in good faith ascertains the
production of the goods in accordance with the specifications will result in infringement or the
like, the contract shall be null and void.
12. RIGHT OF INSPECTION. Buyer shall have the right to inspect the goals at delivery before
accepting them.
13. CANCELLATION. Buyer shall have the right to cancel for default all marry pan of the
undelivered portion of this order if Seller breaches any or the terms hereof including warranties
of Seller or if the Seller becomes insolvent or commits acts of bankruptcy. Such right of
cancellation Is in addition to and not in lieu of any other remedies which Buyer may have in
law or equity,
14. TERMINATION. The performance of work under this order may be terminated in whole, or in
part by the Buyer in accordance with this provision. Termination of work hereunder shall be
effected by the delivery of the Seller of a "Notice of Termination" specifying the extent to
which performance of work under the order is terminated and the date upon which such
termination becomes effective. Such right or termination is in addition to and not in lieu of the
rights of Buyer set forth in Clause 13, herein.
15. FORCE MA)EURE. Neither party shall be held responsible for losses, resulting if the
fulfillment of any terms of provisions of this contract is delayed or prevented by any cause not
within the control of the party whose performance is interfered with, and which by the exercise
of reasonable diligence said party is unable to prevent.
16. ASSIGNMENT -DELEGATION. No right or interest in this contract shall be assigned or
delegation of arty obligation made by Seller without the written pernissim of the Buyer. Any
attempted assignment or delegation by Seller shal I be wholly void and totally ineffective for all
purpose unless made in confrnmity with this paragraph.
17. WAIVER. No claim or right arising out of a breach of this contract can be discharged in whole
or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is
supported by consideration and is in writing signed by the aggrieved party.
I & INTERPRETATION -PAROLE EVIDENCE. This writing, plus any specifications for bids and
performance provided by Buyer in its advertisement for bids, and any other documents
provided by Seller as part of his bid, is intended by the parties as a final expression of their
agreement and intended also as a complete and exclusive statement of the terms of their
agreement. Whenever a term defined by the Uniform Commercial Code is used in this
agreement, the definition contained in the Code is to control.
19. APPLICABLE LAW. This agreement shall be governed by the Uniform Commercial Code.
Where ever the tens "Uniform Commercial Cade" is used, it shall be cunsoued as meaning the
Uniform Commercial Code as adopted in the State of Texas as effective and in force on the
date of this agreement.
20. RIGHT TO ASSURANCE. Whenever one party to this contract in good faith has reason to
question the other party's intent to perform he may demand that the other parry give written
assurance of his intent to perform. In the event that a demand is made and no assurance is
given within live (5) days, the demanding party may treat this failure wan anticipatory
repudiation of the contract.
21. INDEMNIFICATION. Seller shall indemnify, keep and save harmless the Buyer, its agents,
officials and employees, against all injuries, deaths, loss, damages, claims, patent claims, suits,
liabilities, judgments, costs and expenses, which may in anywise accrue against the Buyer in
consequence of the granting of this Contract or which may anywise result therefrom, whether
or not it shall be alleged or determined that the act was caused through negligence or omission
of the Seller or its employees, or of the subSeller or assignee or its employees, if any, and the
Seller shall, at his own expense, appear, defend and pay all charges of attomeys and all costs
and uthv expenses arising Therefrom of incurred in connection therewith, and, if any judgment
shall be rendered against the Buyer in any such action, the Seller shall, at its own expenses,
satisfy and discharge the same Seller expressly understands and agrees that any homd required
by this contract, or otherwise provided by Seller, shall in no way limit the responsibility to
indemnify, keep and save harmless and defend the Buyer as herein provided.
22. TIME. It is hereby expressly agreed and understood that time is of the essence for the
performance of this contract, and failure by contract to meet the time specifications of this
agreement will cause Seller to be in default of this agreement.
23. MBE. The City of Lubbock hereby notifies all bidders that in regard to any contract entered
into pursuant 10 this request, minority and women business enterprises will be afforded equal
opportunities to submit bids in response to this invitation and will not be discriminated against
on the grounds of race, color, sex or natural origin in consideration for an award.
Rev, 08/2005
C•3� �L•1��LLI•Z•�:1
'[ Y
043
PURCHASE ORDER
I-27 MARINE & RV LTD
2604 TEXAS AVENUE
LUBBOCK TX 79411
Page - 1
Date - 5/07/07
Order No. - 309851 000 OP
Brn/Plt - 3511
SHIP TO:
CITY OF LUBBOCK
CENTRAL FIRE STATION COMPLEX
RAUL SALAZAR
LUBBOCK TX 79401
INVOICE TO: CITY OF LUBBOCK
ACCOUNTS PAYABLE At
P.O. BOX 2000 �1�f
LUBBOCK. TX 79457 BY:
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Y - - - - - . - - - - - . -
Ordered - 04/17/07 Freight - FOB Destination Frt Prepaid
Requested - 05/17/07 Taken By - RANDY WOOD
Delivery - PER RSALAZAR REQ# 28729 ITB#07-028-FO
---------------------------------------.......................................
REVISED/CORRECTED PURCHASE ORDER
Description / Supplier Ite
DIVE SEARCH AND RESCUE BOAT
6X29 PONTOON BOAT
GARMIN GPSMAP3210
CHART CARD FOR GARMINGPSMAP
3210
GARMIN FISHFINDER 400C
Ordered UM Unit Cost UM Extension
----------- --........... --
1.000 EA 30,925.0000 EA 30,925.00
Req. Dt
05/17/07
1.000 EA 994.6700 EA 994.67 05/17/07
1.000 EA 994.6700 EA 994.67 05/17/07
1.000 EA 994.6700 EA 994.67 05/17/07
This purchase order encumbers funds in the amount of $33.909.01, for the purchase of a Dive, Search and
Rescue Boat awarded to 1-27 Marine and RV LTD., of Lubbock, TX, on April 26, 2007. The following are
incorporated into and made part of this purchase order by reference quote submitted by 1-27 Marine and RV LTD,
of Lubbock, TX. Resolution No. 2007-R0164.
CITY OF LUBBOC �
David A. Mille , Mayor
APPJROVf D AS TO R
Ke
ATTEST:
Rebetca Garza, City Secretary
Total order
-------------------------------------------------------------------------------------
Terms NET 30 33,909.01
TERMS AND CONDITIONS
IMPORTANT: READ CAREFULLY
STANDARD TERMS AND CONDITIONS
CITY OF LUBBOCK, TEXAS
Seller and Buyer agree as follows:
1. SELLER TO PACKAGE GOODS. Seller will package goods in accordance with good
commercial practice. Each shipping container shall be clearly and permanently marked as
follows (a) Seller's name and address, (b) Consignee's name, address and purchase order or
purchase release number and the supply agreement number if applicable, (c) Container number
and total number of cenesiners e.g. box I of 4 boxes, and (d) the number of the container
bearing the packing slip. Seller shad bear cost of packaging unless otherwise provided. Goods
shall be suitably packed to secure lowest transportation costs and to Conform with
requhernents of c ommou tamers and any applicable specifications. Buyer's count or weight
shall be final and conclusive on shipments not accompanied by packing lists.
2. SHIPMENT UNDER RESERVATION PROHIBITED. Sella is not authorized to ship the
goods under reservation and no tender of a bill ofladling will operate as a tender of goads.
3. TrILE AND RISK OF LOSS. The title and risk of loss of the goods shall not pass to Buyer
until Buyer actually receives and takes possession of the Roods at the point or points of
delivery.
C NO REPLACEMENT OF DEFECTIVE TENDER. Every tender of ddiveryof goods must
fully comply with all provisions of this commed as to time of delivery, quality and the lice. If a
tender is made which doesvat fully conform. this shag constitute it breach and Sella shall not
have the right to substitute a conforming us eta. lxovided, where the time for performance has
not yet expoed, the Seller may reasonably notify Buys of his intention to tune and may then
make a c onf xtemag tender within the contact time but not afterward.
5. INVOICES & PAYMENTS.
a. Seller shall submit separate invoices, in duplicate, one each purchase order or purchase
release after each delivery. Invoices shall indicate the purchase order or purebase release
number and the supply agreement number if applicable. Invoices shall be itemized and
transportation charges, if say, shall be lined soperawly. A copy of the bill of lsdirtp and the
freight waybill when applicable, should be attached to the invoice. Mail To: Accounts
Payable, City of Lubbock P. O. Box 2000, Lubbock, Texas 79457. Payment shall not be due
until the above instruments am submitted after delivery.
6. GRATUITIES. The Buyer may, by written nodes to the Seller, cancel this contract without
liability to Seller if it is determined by Buyer that gratuities, in the form of enr..r inmcm gifts
or otherwise, were offered of given by the Seller, or say agent or representative of the Seder,
to any officer or employee of the City of Lubbock with a view to securing a contract or
securing favorable treatment whb respect to the awarding or amending or the making of any
determinations with respect to the performing of slab a contractt m due event this contract is
canceled by Buyer pursuant to this provision, Buyer shall be entitled, in addition to say other
rights and remedies, to recover or withhold the amount of the cost incurred by Seller in
Providing such gratuities.
7. SPECIAL TOOLS & TEST EQUIPMENT. if the price stated on the face hereof inchides the
cost of my special tooling or special test equtipinent fabricated or required by Setter for de
purpme of Rlling this order, such special rooling equipment and any process sheets related
thereto shall became the property of the Buyer and to the extent feasibe shall be identified by
the Sella as suck
8. WARRANTY -PRICE.
s. The price to be paid by the Buyer shall be that contained in Seller's bid which Seller
warrior is to be no higher them Seller's current proem on orders by otiers for products of the
kind and specification covered by this agreement for similar quantities under similar of lira
conditions and methods of purchase. to the event Seller breaches this warranty, the prices of
the items shall be reduced to the Seller's turret prim on orders by ohm or in the
alternative. Buyer may cancel this contract without liability to Seller for breach or Seller's
actual expense.
b. The Seller warrants that no person or selling agency has been employed or retained to
&Wit or secure this contract upon an agreement or understanding for c omemsaiom. percentage,
brokerage, or contingent fee excepting bona fide employees of bona fide established
commercial or selling agencies msiutmined by this Seller for the purpose of se uring business.
For breach of vitiation of" warranty the Buyer shall have the right in addition to any other
right of tights to cancel this rxrhtract without liability led to deduct ftom the c ontraart prim or
otherwise recover without liability and to deduct from the contract price, or otherwise recover
the full amount of such commission, percemtage, brokerage or contingent fee.
9. WARRANTY -PRODUCT. Seller shall not limit or exclude any implied warranties and any
attempt to do so shall render this contract voidable at the option of the Buyer. Seller warrants
that the goods Banished will conform to the specification, ci swumm and descriptions listed in
the bid nvifatioo, mud to the sample(s) furnished by the Seller, if any. in the event of a conflict
or between the specifications, drawings, and descriptions. the specifications shall govern.
Notwithstanding any provisions contained in the contractual agreement, the Seller represents
and warrants fault -free performance and fault -free result in the processing date and date related
data (including, tag not limited to calculating, comparing and sequencing) of all hardware,
software and firmware products delivered and services provided under this Contract,
individually or in combination, as the case may be from the effective date of this Contract.
Also. the Seller warrant& the year2000 calcuiadmis will be recognized and accommodated and
will ant, in any way, result in hardware, software or firmware failure. The City of Lubbock. at
its sole option, may require the Seller, at any time, to derrnoihstrate the proceduea it intends to
follow in order to comply with all the obhgouinus amtsined herein. The obligations contained
herein apply to products and services provided by the Seller, its sub-Se11er or any third party
involved in the creation or development of the products and services to be delivered to the City
of Lubbock under this Contract. Failure to comply with say of the obligations contained
herein, may ee&uh in the City of Lubbock availing itself of my of its rights under the law and
ender this Contract including lad not limited to, its right pertaining to termination or default.
The warranties Contained herein are separate wad discrete from any other warranties specified
in this Contract, and we mat subject to any dbcbkw of warranty, implied or expressed, or
limitation ofthe Sellars liability which may be specified in this Connect, its appendices, its
schortitks, its annexes or any document mcorpotated in tbia Cortrad by reference.
10. SAFETY W ARRANTY. Sella warrants that the product sold to the Buyer shall conform to
the standards promulgated by die U. S. Department of Labor under the Occupational Safety
and Health Act of 1970. in the event die product does not conform to OSHA standards. Buyer
may return the product for correction or replacement at the Seller's expense. In the event
Seller fails to nuke the appropriate correction within a reasonable time, correction made by
Buyer will be at the Sellers expense.
It. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As pat of" contract for
sale Seller agrees to ascertain whether goods mmufsctured in accordance with the
specifications attached to this agreement will give rise to the rightful claim of any third person
by way of infringement of the lice. Buyer makes no warranty that the production of goods
according to the specification will not give rise to saheb a claim, and in no event shag Buyer be
liable to Seller for indemnification in the event drat Seller is sued an the grounds of
infringement of the like. If Salter is of the opinion that an irdingeme nt or the like will resift
lit will notify the Buyer to this effect in writing within two weds slier the signing of this
agreement if Buyer does not receive notice and is subsequently held liable for the
infringement or the like, Seller will save Buyer harmless. If Seller in good faith ascertains the
production of the goods in amordmice with the specifications will result in infringement or the
like, the contract shall be null and void
12. RIGHT OF INSPECnON. Buyer shall have the [tight to inspect the goods at delivery before
accepting them.
13. CANCELLATION. Buyer shall bave the right to cancel for def tuh all or any put of the
undelivered portion of dds order if Seller breaches any of the nano hereof including warranties
of Sella or if the Seller becomes insolvent or commits acts of batdunpicy. Such right of
caumilation is in addition to and not in lieu of any other remedies which Buyer may haw in
law OF equity.
14. TERMINATION. The perfortaattice of watt under this order may be terminated in whole, or in
part by the Buys in accordance with this provision. Teembut ion of work hereunder shall be
effected by the delivery of the Seller of a "Notice of Termination" specifying the extent to
which peeformmtce of work under the order is terminated and the date upon w hich such
termination limomes effective. Such right or termination is in addition to and not in lien of deer
rights of Buyer set forth in Clause 13. herein.
15. FORCE MMEURE. Neither party shall be held responsible for lasses, resulting if the
fulfillment of any terms of provistems of this contract is delayed or prevented by my cause am
within the control of the party whose performance is interfered with, and which by the exercise
of reasonable diligence said party is unable to prevent
16, ASSIGNMENT -DELEGATION. No right or interest in this contract shall be assigned or
delegation of sty obligation made by Seller without the weinen permission of the Buyer. Any
attempted assignment or delegation by Seller shag he wholly void and totally ineffective for all
purpose uokss made in conformity with this paragraph.
17. WAIVER No claim or right wising out of a breach of this contract can be discberged in whole
or in pat by a waiver or renunciation of the claim or right unless the waiver of [enunciation is
supped by consideration and is in waiting siped by the aggrieved try.
18. WTERPREi'ATION-PAROLE EVIDENCE. This writing plus any spocifcadexis for bids and
performance provided by Buyer in its advertisement for but, and any other documents
provided by Sella as pact of his bid, is intended by the parties as a final exprresimn of their
agreement and intended also as a complete and exclusiw statement of the tetras of their
agreement. Whenever a term defeed by the Uniform Commercial Code is used in this
agreement. the definition contained in the Code is to control.
19, APPLICABLE LAW. This agreement shall be governed by the Uniform Commercial Code.
Where ever the term "Uniform Commercial Code" is used, it shall be construed as meaning the
Uniform Commercial Code n adopted m the State of Torras as effective and m face on the
date of this agrMm^e
20. RIGHT TO ASSURANCE. Whenever one party to this contact in good faith has reason to
question the other patty's intent to perform he may demand that the other piety give writes
assurance of his imteat to petam In the event than a demand is made and no assurance is
given within five (5) days, the demanding party may deco this f rilime as an anticipatory
repudiation of the comtrad.
21. INDEMNIFICATION. Sella shall indemnify. keep and save harmless the Buyer, its agents,
officials and employees, against all injuries, deataa, loss, damages, claims, patent claims, suits.
lmbildx& judgmcaK coots aad expenses, which may in a rywise accrue against the Buyer in
consequence of the granting of this Contract or which may anywitr• result thercfimm, whetba
or not it "I be alleged or determined that the act was caused through negligence or omission
of the Selma at its employees, or of the subScller at assignee or its employes, if any, and the
Seller shall, at his own expense, appear, defied and pay all charges of attorneys and all costs
and other expenses ailing therefrom of incurred in connection thesewitlL and if any judgment
shall be rendered agamat the Buyer in any siteb action, the Seller shall. at as own experism
satisfy and discharge the same Seller expressly understands and agrees that any band required
by this conitniM or otherwise provided by Seller, shall in no way limit the rcsponsibiity to
indemaify, keep and save harmless and defend the Buyer as herein provided.
22, TIME. It is hereby expressly agreed and understood that time is of the essence for the
perfnver anee of this com rsc% and failure by contract to meet the time specifications of this
agreement will cause Seller to be in default of this agreement.
23. MBE The City of Lubbock hereby notices all hirlders that in regard to any contact entered
into pursuant to this request, minority and women business eirumptiaes will be afforded equal
opportmutin to submit bids in response to this invitation and will not be diacrimint ted against
on the grown& of rare, color, am or natural origin in cousideri ton for an award
Rev. 08/2005