HomeMy WebLinkAboutResolution - 2007-R0467 - PO - Musco Sports Lighting LLC - Lighting System Equipment - 10_11_2007Resolution No. 2007-RO467
October 11, 2007
Item No. 5.18
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 Musco Sports
Lighting, LLC, of Round Rock, Texas, for a lighting system equipment for the Northwest
and Southwest Little League per Texas Buy Board, the 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 11thday of October , 2007.
�DAVVID A. M LLER, MAYOR\/
ATTEST:
Rdbecca Garza, City
APPROVED<AS TO CONT4NT:
.. � t•°v�/ r �� �1 C�lv �.��
Scott Snider
Assistant City Manager/Community Services
APPROVED A TO FORM:
�4A
65'n�—Va'nd\ver, Attorney of
DDresN uscoSportsLightMcon07-2 Res
October 1, 2007
CITY OF LUBBOCK
Y
PURCHASE ORDER
TO:
MUSCO SPORTS LIGHTING LLC
PO BOX 808
OSKALOSSA IA 52577-0808
Page 1
Date - 10/01/07
Order No. 318651 000 OP
Brn/Plt - 3511
SHIP TO:
CITY OF LUBBOCK
PARKS AND RECREATION
1010 9TH STREET
LUBBOCK TX 79401
INVOICE TO: CITY OF LUBBOCK
ACCOUNTSPAYABLE
P.O. BOX 2000
LUBBOCK, TX 79457 BY: yu-�
Ordered - 10/01/07 Freight - FOB Destination Frt Prepaid
Requested - 12/11/07 Taken By BRUCE MACNAIR 775-2163
Delivery - Ref: Quote by Tod Spears of Musco, Dtd: 9/26/07 (revised)
Description / Supplier Ite
Ordered
UM
Unit Cost
UM
Extension
Req. Dt
Materials
1.000
EA
154,486.1500
EA
154,486.15
12/11/07
Installation
1.000
EA
68,110.2500
EA
68,110.25
12/11/07
Retainage
1.000
EA
11,715.6000
EA
11,715.60
12/11/07
Materials
1.000
EA
108,454.8500
EA
108,454.85
12/11/07
Installation
1.000
EA
60,144.5000
EA
60,144.50
12/11/07
Retainage
1.000
EA
8,873.6500
EA
8,873.65
12/11/07
Total Order
-------------------------------------------------------------------------------------
Terms NET 30 411,785.00
TERMS AND CONDITIONS
IMPORTANT: READ CAREFULLY
STANDARD TERMS AND CONDITIONS
CITY OF LUBBOCK, TEXAS
Seller and Buyer agree as follows:
L SELLER TO PACKAGE GOODS. Seller will package goods in accordance with good
commercial practice. Each shipping container shall be clearly and permanently marked n
follows (a) Seila'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 I of 4 boxes, and td) the number of the container
hearing the packing slip. Seller shall bear cost of packaging unless otherwise provided. Goods
shall be suitably packed to secure lowest transportation costa and to conform with
requirements of common carriers and any applicable specifications. Buyer's count or weight
shalt be foul and conclusive on shipments not xcompanied by packing lists.
I. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not authorized to ship the
good+ under reservation and no tender of a bill of lading will operate as a wader of goods,
3. TrrLE AND RISK OF LOSS. The title and risk of loan of the goods shall not Rana to Buyer
until Buyer actually receives and takes possession of the goods at the point or points of
delivery.
4. NO REPLACEMENT OF DEFECTIVE TENDER. Every tender of delivery of goods tnnnt
fully comply with all provisions of this contract as to time of d efivery, quality and the like. If a
tender is made which does nor fully conform, this shall constitute a breach and Seller shall not
have the right to substitute a conforming tender, provided, where the time for peformance has
not yet expired, the Seller may reasonably notif} Buyer of his intention to cure and may then
make a conforming tender within the contract 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 purchase release
number and the supply alpeetecnl number if applicable. Invoices shall be itemized and
transportation charges, if any, shall be lived 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 7 M57. Payment shall not be due
until the above instruments am submitted after delivery.
6. GRATUrrIES, The Buyer may, by written notice to the Seller, camel this contract without
liability to Seller if it is determined by Buyer that gratuities, in the form of ewatahnmictt, gifts
or otherwise, were offered or gives by the Seller, or nary agent or representative of the Seller,
to any officer or employs 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 to this provisarw, Buyer shall be emitted, in addition to any other
rights and remedies, to recover or withhold the amount of the cost incurred by Sella in
providing such gratuities,
7. SPECIAL TOOLS d TEST EQUIPMENT. If the price stated on the face hereof inchrdea the
cost of any special tooling or special test equipment fabricated or required by Seller four the
purpose of filling this order, such special tooling equipment and any process sheer related
thereto shall become the property of the Buyer and to the extent feasible shall be kemifted 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 no higher that Seller's 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 rart ods of purchase. in the event Seller breaches this warranty. the prices of
the items shall be reduced to the Seller's current prates on orders by others, or in the
alternative. Buyer may cancel this contract without liability to Sella for breach or Sella's
actual expense. -
b. The Seller warrants that no person or selling agency has been employed or retained to
solicit or secure this contract upon an agrermaw or understanding for commission, percentage,
brokerage, or contingent fee excepting boom Ifde employed of bona Fide established
commercial or selling agencies maimmined by the Seller for die purpose of securing business.
For breach of viciation of this warranty the Buyer shall have the tight in addition to any other
right of rights to ca scet this contract without liability and to deduct From tie 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 warrants
that the goads famished will conform to the specification, drawings, and descriptions listed to
the bid invitation, and to the sampkys) furnished by the Seller, if any. In the event of a conflict
or between the specifications, drawings, and descriptions, the specifications shall gavem.
Notwithstanding any provisions contained in the contactual agreement the Seller represents
and warrants fauh-free performance and fault -free result in the processing date and date retailed
dam (including, but not limited to calculating, comparing and sequencing) of all hardware,
software and firmware products delivered and services provided under this Contract.
indivdually -w in combination. as the case may be from the effective date of this Contract.
k1so, the Seller warrants the yew2000 calculatiom will be recognized and accommodated and
will not, in .my way. result in hardware, oflwArr or fhrmwmo failure. 1- a Cityof Lubbock, at
its sole option, may require the Sella, at any time, to demonstrate the procedures 0 intends to
follow in order to comply with all the obligations contained here®. ilue obligations contained
herein apply to products and services provided by the Sella, its sub -Seller or any third party
involved in the creation or development of the products and services to be delivered to the City
of Labbock Linda this Contract. Failure to comply with any of the obligations contained
herein, may result m the City of Lubbock availing itselfofany of its rights under the law and
under this Contract including, but not limited to. its fight pertaining to termination or default
fhe warranties contained herein are separate and discrete from any other warranties specified
in this Contract. mid arc nor .ubiect to any disclaimer of warranty, implied of expressed, or
limitation of the Seller's liability which they be specified in this Contract, its appemlicea, its
,chedulm, its annexes or any document incorporated in this Contract by reference.
10. 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 rot conform to OSHA standards. Buyer
may return the product for correction or replacement at die 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 part of this contract for
sale Seller agrees to ascertain whether goods manufactured in accordance with the
specifications attached to this agreement will give rive to the rightful claim of any third person
byway of mfiingement of the like. Buyer snakes no warranty thin the production of good;
according to the specification will not give rise to such a chtu0. and in no event shall Buyer be
liable to Seller for indemnification in the event that Seiler is sued on the grounds of
infriagen cru of the like, If Seiler is of the opinion that an intiringemmt or the like will result.
he wilt notify the Buyer to this effect in writing within two weeks after the signing of this
agteemem. If Buyer does mot receive notice mid is subsequemly held liable for the
infringement or the like, Seller will save Buyer hunks. IfSeikr in good faith ascertains the
production of the gouda in accordance with the specifications will result in infringement or the
like, the contract shall be null and void
12. RiGHT OF INSPECTION. Buyershall have the right to inspect Me goods at delivery behove
accepting there.
13. CANCELLATION. Buyer shall have the right to cancel for default all or any part of the
uadclivered portion of this order if Seller breach" any of the lertm hereof including warantin
of Seller or if the Seller becomes insolvent or commits acts of banknnpicy. 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 perforrawice of work under this order may be terminated in whole, rtr 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 upart which such
termination becomes effective. Such right or eerminationn is in addition to and not in lieu of the
rights of Buyer set forth in Clause 13, herein.
15. FORCE MAJEURE. Neither party shalt be held responsible for losses, resulting if"
fulfillment of any terms of provisions of this contract is delayed or prevented by any cause not
within tine 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 conaacl shall be assigned or
deegatioe of any obligation made by Seller without the written permission of die Buyer. Any
attempted assignment or delegation by Seller shall W wholly void and totally ineffective for all
purpose unless made in conformity 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 rentaxiation of the claim or right unkss the waiver or renunciation is
supported by consideration and is in writing signed by the aggrieved puny.
Ill. 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 turns of their
agreement, Whenever a tern defined by the Uniform Commercial Cade is used in this
agreement. the defmitiort contained in the Code is to control.
19. APPLICABLE LAW. This agreement shell be governed by the Uniform Commercial Code.
Where ever the term "Uniform Commercial Coda" is used, it shall be cosistnued as meaning the
Uniform Commercial Code as adopted in the State of Texas as effective and in farce on the
dam ofthis agreement.
20. RIGHT TO ASSURANCE. Whemva one party to this contract in good faith has reason to
question the other patty's intent to perform he may demand that that orher party give written
assurance of his intent to perform in to event that a demand is made and no aysurarcc is
given within five (5) days, the demanding party tiny treat Ibis failure as an 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, lose, damages, claitm, patent claims, suits,
liabilitim judgments, cow and expenses, which may in anywise accrue against the Buyer in
consequence of the granting of Ibis Contract or which army 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 sub,Seller or assignee or its cmp;oycm if any, cud the
Seller shall, at his own expense, appear, defend and pay all charges of attorneys and all costs
and.xha expenses arising therefrom of incurred in connection therewith, and if arty judgincnt
.hall be rendered against the Buyer in any such action. the Seller shall, at its own expensm
wtisfy and discharge the same Seller expressly understands and agrees that airy bond required
by this cmtract, or bxhawise provided by Seller, .shall in no way limit the responsibility to
indemnify, keep and save harmless and defend the Buyer as herein provided
.I, T1ViE. Ir is hereby expressly agreed and understood Char tune is of the essence far the
performance of this contract, and failure by contract to ueeel the rime specifcations of this
agreetncal will cause Seller to be in default of this agreement,
23. %IBE. The City of Lubbock hereby notifies all bidders that in regard to any contact entered
into pursuant io this request, minority and women btuimess enterprises will be afforded equal
opportunities to submit bids in response to this invilanan and will not be discriminated against
on the grounds of race, cola, sex or natural origin in consideration for an award.
Rev. 08/2005
CITY OF LUBBOCK
PURCHASE ORDER
TO:
MUSCO SPORTS LIGHTING LLC
PO BOX 808
OSKALOSSA IA 52577-0808
SHIP TO:
Page - 2
Date - 10/01/07
Order No. - 318651-000 OP
Brn/Plt - 3511
CITY OF LUBBOCK PARKS & RECREATION
1010 9TI STREET
LUBBOCK TX 79401
INVOICE TO: CITY OF LUBBOCK
ACCOUNTSPAYABLE `
P.O. BOX 2000
LUBBOCIO, TX 79457 Bl':
Ordered - 10/01/07 Freight - FOB Destination Frt Prepaid
Requested - 12/11/26/07 Placed By - BRUCE MACNAIR 775-2163
Special Ins Ref: QUOTE BY TOD SPEARS OF MUSCO, Dtd: 9/26/07 (revised)
Desorption_ / Supplier Item Ordered UM Unit Cost UM Extension Req. Dt
------ -------------------------------------------------------------------
Installation and Insurance requirements are as follows:
Commercial General Liability ($1,000,000) General Aggregate,
with Heavy Equipment endorsement.
Automotive Liability ($300,000) Any Auto; Combined Single Limit.
Workers Comp & Employers Liability ($500,000-MINIMUM)
Name City of Lubbock as a primary additional insured on General Liability and provide waiver of
subrogation in favor of the City of Lubbock on all coverages.
This purchase order encumbers funds in the amount of $411,785.00, for the purchase and installation of
field lighting equipment, awarded to Musco Lighting LLC., of Oskalossa Iowa, on October 11, 2007, in
accordance with your contract with BuyBoard. The following are incorporated into and made part of this
purchase order by reference: Price Quotation from Musco Lighting LLC., of Oskalossa Iowa, and BuyBoard
Contract Number #204-04. Resolution Number 2007—RO467
CITY OF LUBB
David A. Miller, Mayor
ATTEST:
jRa__Ie�� ,
ebecca Garza, City e retary
Total Order
Terrns NET 30 411,785.00
TERMS AND CONDITIONS
IMPORTANT: READ CAREFULLY
STANDARD TERMS AND CONDITIONS
CITY OF LUBBOCK, TEXAS
Seller and Buyer agree as follows:
I, SELLER TO PACKAGE GOODS. Seiler 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 addmss. (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 I of 4 boxes, and (d) the number of the container
hearing 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 count 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
gads under reservation and no tender corn bill of lading will operate as a tender of goods,
3. TifLE 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 goods at the point or points of
delivery,
4. NO REPLACEMENT OF DEFECTIVE TENDER. Every tender ofdelivery of goods must
fully comply with all provisions of this contract as to time of delivery, quality and the like. If a
tender is made which does not fully conform, this shall constitute a breach and Seller shall riot
have the right to substitute a confirming tender, provided. where the time for performance has
not yet expired, the Seller may reasonably notify Buyer of his intention to cure and may then
make a conforming tender w ithin the contract time but not afterward
S. INVOICES R PAYMENTS.
a. Seller shall submit separate invoices, in duplicate, one each purchase order or purchase
release after each delivery. Invoices shell indicate the purchase order or purchase release
number and the strpply agreement number if applicable. Invoices shall he itcmiaed and
transportation charges. if any, shall be listed separately. A copy ofthe 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 itutrumenls 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, is the form nfentertainment, 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 ur amending, or the snaking of any
determinations with respect to the performing of such a contract. N the event this contract is
canceled by Buyer pursuant to this provision. Buyer shall be entitled, in addition to any ether
rights and remedies, to recover or withhold the amount of the cant incurred by Seller 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 Schiff 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 idemi fled by
the Seller as such.
S. WARRANTY -PRICE.
a. The price lobe paid by the Buyer shall be that contained in Seller's bid which Seller
warrants to be no higher than Seller's 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 of purchase. In the event Seller breaches this warranty, the prices of
the itenru shall be reduced to the Seller's current prices on orders by other_ or in the
alternative. Buyer may cancel this contract without liability to Seiler for breach or Seller's
actual expense.
Is. The Seater warrants that no person or selling agency has been employed or retained to
solicit or secure this carrtract upon an agreement or understanding for commission, percentage.
brokerage, or contingent fee excepting bonus fide employees of bona fide 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 ofrights to cancel this contract without liability and to deduct from the contract price, or
otherwise recover without liability and to deduct from the connect price, ace 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 rendtr this contract voidable at the option of the Buyer. Sella warrants
that the goods furnished will conform to the specification, drawings, and descriptions listed in
the bid invitation, and to the samplels) 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 -fire 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 elate of this Contract.
Also, the Seller warrants the year20W calculations will be recognized and accommodated and
will not, in anyway. result in hardware, software or firmware failure. l he Cityof Lubbock, at
its sole (goon, may require the Seller, at any tune, to demonstrate the procedures it intends to
follow in order to comply with all the obligations contained herein. lire obligations contained
herein apply to products and services provided by the Seller, its sub -Setter 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 Cnntract. Failure to comply with any of the obligations contained
herein, may result in the City of Lubbock availing itself or arty of its rights under the law and
under this Contract including, but not limited to. its right pertaining to tammaticm or default.
The warranties contained herein are separate and discrete from any other warranties .specified
in this Contract, and are not .subject to any disclaimer of warranty, implied or expressed, or
limitation of the Seller's liability which may be specified in this Conarad. its appendices, its
schedules, its annexes or any document incorporated in this Contract by reference.
10. 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 Occuparional Safety
and Health Act of 1970, is the event the product does not conform to OSHA standards. Buyer
inay 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 she Seller's expense.
11. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As part ofthis contract for
sale Seller agrees to ascertain whether goads manufactured in accordance w ith the
specifications attached to this apreernenl will give rise to the rightful claim of any third person
byway of infringement of the like. Buyer snakes no warranty that the production of gooxis
according to the specification will not give rise to such a claim, and in no event shall Buyer be
liable to Seiler for indemnification in the event that Seller is sued on the &rounds of
infringement of the like. If 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 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 accordance with the specifications will result in infringement or the
like, the contract shall be nukl and void
12. RIGHT OF INSPECTION. Buyer shall have the right to inspect the goods at delivery before
accepting theta
13. CANCELLATION. Buyer shall have the right to cancel for default all or any part of the
undelivered portion of this order if Seller breaches any of the terms hereof including warranties
of Seller or if the Seller becomes insolvent or commits acts of bmtlwptcy. 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' spec ifying 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
IS. FORCE MAIEURE. Neither parry shall be held responsible for losses. rewiring 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 any obligation made by Seller without the written permission of the Buyer. Any
attempted assignment or delegation by Seller shall be wholly void and totally ineffective for all
purpose unless tirade in conformity with this paragraph.
17, WAIVER. No claim or right arising out of a breach of this contract can be discharged in whole
or in pat by a waiver or renunciation of the claim or right unless the waiver or renunciation is
supported by consideration and is in writing sighted by the aggrieved party.
I g. 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 hid, 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 term "Uniform Commercial Code" is used it shall be construed as meaning the
Uniform Commercial Code as adopted in the State of Texas as effective and in farce on the
date of this agreetneat.
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 party give written
assurance of his intent to perform. In the event that a demand is made and no assurance is
given within five (S) days. tlnc demanding party may treat this failure as an 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 expense& 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 Seiler or its employees, or of the sub5ella or assignee or its employees, if any, and the
Seller shall, at his own expense, appear, defend and pay all charges of attorneys and all costs
and other 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 expensm
satisfy and discharge the same Seller expressly understands and agrees that any bond 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
?. TIME. It is hereby expressly agreed and understood that Bute 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 bidden that in regard to any contract entered
into pursuant to this request, mmonty 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 dpoundis of race, color, sex or natural origin in consideration for an award
Rev. 08/2005