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HomeMy WebLinkAboutResolution - 2007-R0473 - PO - Bailey's House Of Guns - Duty And Training Ammunititon - 10_11_2007Resolution No. 2007-RO473 October 11, 2007 Item No. 5.25 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the City Council of the City of Lubbock hereby authorizes and directs the Mayor of the City of Lubbock to execute a Purchase Order Contract by and between the City of Lubbock and Bailey's House of Guns, of Houston, Texas, for purchase of duty and training ammunition for the Lubbock Police Department per Bid 07-074-MA, which Contract and any associated documents, are attached hereto and made a part of this Resolution for all intents and purposes. Passed by the City Council this 11th day of October , 2007. DAVID A. ILLER, MAYOR ATTEST: Garza, City Secretary APPRO ItD _ J' TENT: Cl a Jones"Po-lijeL.Wef APPROVED AS - FORM: n andiver, Attorney of Counsel ' ' DI)res/Bailey'sAmmunition07POcon Res October 3, 2007 CITY OF LUBBOCK Y Page A&N PURCHASE ORDER Date Order No �X Brn/Plt TO: BAILEYS HOUSE OF GUNS 3626 BLUEBONNET DRIVE HOUSTON TX 77053 SHIP TO: - 1 10/02/07 318722 000 OP 3511 CITY OF LUBBOCK POLICE ACADEMY REESE CENTER 508 DAVIS DRIVE LUBBOCK TX 79416 INVOICE TO: CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 LUBBOCK. TX 79457 BY: jvt� Ordered 10/02/07 Freight FOB Destination Frt Prepaid Requested - 12/28/07 Taken By - MARTA ALVAREZ Delivery - BID 07-74-MA DUTY & TRAINING AMMUNITION -------------------------------------------------------------------------------------- Description / Supplier Ite Remington .40 Caliber Traing Ammunition Remington .40 Caliber Duty Ammunition Ordered UM 110000.000 EA 24000.000 EA Unit Cost UM Extension Req. Dt .2089 EA 22,979.00 12/28/07 .2556 EA 6,134.40 12/28/07 This purchase order encumbers funds in the amount of $29,113.40 or the purchase of Duty and Training Ammunition, awarded to Bailey House of Guns of Houston, Texas on October 11, 2007, in accordance with your response to BID 7-074-MA. The following is incorporated into and made part of this purchase order by reference: Bid submitted by your firm including the Bid Form, Specifications, and General Conditions of BID 07-074- MA. Resolution# 2007—RO525 CITY OF LUBBO 7K�. David A. Millet, Mayor ATTEST: Reh ca Garza, City Secretary Total Order ------------------------------------------------------------------------------------- Terms NET 30 29,113.40 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 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 an 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 bill of lading will operate as a tender of goods. 3_ TiTLE 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 of delivery 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 no fully conform, (his shall constitute a breach and Seller shall not have the right to substitute a conforming 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 within the contract time but not afterward 5. INVOICES R 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 agreement number if applicablc. Invoices shall be itemized and transportation charges, if any, shall be listed separately, A copy ofthe bill of luding, 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 delivcry. 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 to 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 Seller in providing such gratuities. 7, SPECi.AL TOOLS & TEST EQUIPMENT. I£the price stated on the face hereof includes the cost of any special tooling or special test equipment fabricated or required by Seller fix 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. 8. WARRANTY -PRICE. a. The prke to be pain by the Buyer shall be (hat contained in Seller's bid which Seller warrants to he no higher than Seller's current process on orders by others for products ofthe 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 items shall be reduced to the Seller's current prices m orders by others, 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 wiling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission, percentage, brokerage, or contingent lee excepting boas fide employees of bona fide established commercial or selling agencies maintained by the Seller for the purpose of securing business, For breach of viciation of" warranty the Buyershall 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 (he full amount of such commission, percentage, brokerage or contingent fee. 9, WARRANTY -PRODUCT. Seller shall not limit cr exclude any implied warranties and any attempt to do so shall render this contact voidable at the option ofthe Buyer. Seller warrants that the goods furnished will conform to the specification, drawings, and descriptions listed in the bid invitation, and to the sainplels) famished by the Seiler, 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 -fire result m the processing date and date related data f 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 year2000 calculations will be mcognurd and accornmodated and will not, many way, result in hardware, software or firmware failure. the City of Lublxnck, 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 -Setter or any third party involved in the creation or development ofthe products and services to be delivered to the City of Lubbock under this Contract. Failure to comply with any of the obligations contained herein, may result in the City of Lubbm k availing itself of any of its rights under the law and under this Contract including. but not limited to. its right pertaining to termination or default. The warranties contained herein are separate and discrete from any tither warranties specified in this Contract, and arc not subject to any disclaimer of warranty, implied cc expressed or limuation ofthe 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. 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 not conform to OSHA standards, Buyer may return the product for correction or rcphicement at the Seller's expense. In the event Seller fails to make the appropria(e 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 far 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 byway of infringement of the like. Buyer nukes no warranty that the production of goods according to the specification will not give rise to such a clam 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. If Seller is ofthe 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. [f Scller in good faith ascertains the production ofthe goods in accordance with the specifications will resuh in infringement or the like, the contract shall be null and void. 12. RIGHT OF INSPECTION. Buyer shall have the right to inspect the goods at delivery before accepting them. 13. CANCELLATION. Buyer shall have the right to cancel for default all many 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 itsserlvent 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 wolfs 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 ofthe Seller of a "Notice of Termination" specifying the extent to which performance of work under the order is ferminated and the date upon which such termination becomes effective. Such right or termination is in addition to and not in lieu ofthe rights of Buyer set firth in Clause 13. herem. 15_ FORCE MAJEURE. 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 ofthe party whcerse performance is interfered with, and which by the exercise of reasonable diligence said party is unable to prevent. Ili_ ASSKiNMENT-DELEGATION. No right or interest in this contract shall be assigned or delegation of any obligation made by Setter without the written permission of the Buyer. Any attempted assignment or dclegaton by Seller shall be 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 cam be discharged in whole or in pert 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. 18. 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 pert of his bid, is intended by the parties as a final expression of their agreement and intended also as a complete and exclusive statement ofthe terms of then agreement, Whenever a term defined by the Uniform Commercial Code is used in this agreement, the definition contained in the Code is to contral. t9. APPLICABLE LAW. This agreeromt shall be governed by the Uniform C'ommer:ial 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 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 parry'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 (5) days, the 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 claimers, suit&, liabilities, judgements, 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 ofthe Seller or its employces, or ofthe subScller 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 ,hall be rendered against the Buyer in any such action, the Seller shall, at its own expense& satisfy and discharge the same Seller expressly understands and agrees that any bond required by this contract, or Mherwise provided by Sellcr, ,hall in noway limit the responsibility for indemnify, keep and save harmless and defend the Buyer as herein provided. 22. TIME. It is hereby expressly agreed and understood that tune 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 conttwo entered into pursuant to this request, minority and women business enterprises will be afforded equal opportunities to xuhmit bids in response to this invitation and will not be discriminated against an the grounds of race, color, sex or natural origin in consideration for an award Rev. 08/2005 t Y O G � A Page U R C H A S E ORDER Date Order No. Brn/Plt TO: GT DISTRIBUTORS BOX 16080 AUSTIN TX 78761 SHIP TO: - 1 6/23/08 331758 000 OP 3511 CITY OF LUBBOCK POLICE ACADEMY REESE CENTER 508 DAVIS DRIVE LUBBOCK TX 79416 INVOICE TO: CITY OF LUBBOCK ACCOUNTS PAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 BY: l ----- ------ --- -- --- --- -- Ordered 06/23/08 Freight - FOB Destination Frt Prepaid Requested - 10/06/08 Taken By - FELIX ORTA Delivery - PER L. MOORE RE4# 31107 BID# 07-074-MA Description / Supplier Ite FEDERAL .223 CALIBER TRNG AMMUNITION TYPE AE223 FEDERAL PREMIUM .223 CALIBE DUTY AMMUNITION TYPE T223E Ordered UM 50000.000 EA 35000.000 EA Unit Cost UM Extension Req. Dt .3390 EA 16,950.00 10/06/08 .5260 EA 18,410.00 10/06/08 This purchase order encumbers funds in the amount of $35,360.00, for a bid awarded to G T Distributors, of Austin, Texas on October 11, 2007, in accordance with Resolution No. 2007-R0472. The following is incorporated into and made part of this purchase order by letter of ratification of Resolution No. 2007-R0472. CITY OF LUBBOCK ATT - fjA►9 ct g: Tom 'lartin, Mayor Rebecca Garz , City Secrets Total Order ---------------------------------------------- - Terms NET 15 DAYS 35,360.00 TERMS AND CONDMONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK, TEXAS Seller and Buyer agree es follows: I. SELLER TO PACKAGi" GOODS. Seller will package goods in w4ordmce with good eammerelal P Mcd0e. Each shipping container shall be clearly and permanently marked as follows (a) Seller's am and address, (b) Consignee's time, address and purchase order or purchase trie+se numbr and The supply agreement number if applicable, (c) Container number and total number of eoutamrs, e.g. box I of I boxes, and idl the number of the container brannp the packing slip. Seller shall her cat of patiaginp unless odwmnr prnvided Hoods shall be tunably pitied to am= lowest aanspstation casts and to conform with rhegmii—m s of coumm carriers and toy sppiiubk spwificutiuns. Buyei s count or weighs shall be fs al and camcluswe m shipments ants not accompmied by packmp Itas 2. SHIPMLNT UNI&R RLSLRI'A'l ION PROH101ILD. Seller is sot authunad to ship the goods under reservation and no wader of s bill of lading will Operate in a tender of goods 3. TITLE AND RISK OF LOSS. The tile and risk of low of the goods thail not paw to Buyer until Buyer ac"Fi receives and tarn possession of die riods r the point or points of delivery. 4, NO REPLACEMENT OF DEFECTIVE TENDER. Every Tinder of delivay of goods must 1611y comply with oil provisions of this eomsact in to time of delivery. graairy and the like. If a wader is nude which does net fully conform this shall constitute a breach and Seller shall not have the righht to substitute a coafdrming tander, providrQ who tie limo for paforornce his no yet raping lake Seller any reasonaliII, y Buyer orbit miattion to core and my lien make a =tForming wodor within the contract time big not seaward S. INVOICES& PAYMENTS. a. Seger And F~ erinwor invoice. in dsplkolz, we each purchase order or purchase rehash seer each delivery. levoks shall indicate lie purchase order or purchase mksw suuiher and the supply ag eemwt nusnther if Wplicahk. hivoiaes shalt he +mound tad transportation chars, if my, Hull be hated separately. A copy of toe brill of (ding, ad The Bright waybill when applicable, sioald be munclied to die invoice. Mail To: Accounts Payable. Cay of L abbod, P. 0, Box 2000, Lab limL Team 7M7. Payment shall no be rise until the above instruments are suburTdcd after delivery. 6. GRATUITIES. The Buyer may, by wrttcw notice to the Seller, earned tiffs cassava without liability w Seller if it in determined by Soya that grotrities, in Tie firm of eawta unga, stfts or otoesw be. were ollesed or given by The Seger, a any agnt or n quese"we of Tie Seiler, to my offlcer or employee of sus City of L ubbock with a view to stoning a Contract or soaring ifavorable eedroam with rasped to the awarding ar assatdkrg. or Ibe making assay desaminatims with attarpeer to the performing of with a coin IN duo event this onrtraet is ca n akd by Buyer Panamint: to this provision. Buyer dull be whined, in addition m any otter rights and remedies, to recover or withhold the mmwrt of lie cod kn greed by Seller in Providing arch gr-k-. 7. SPECIAL TOOLS d TEST EQUIPMENT. tithe price staled on the lice barof iiclodes die cod of any special owing or special sat egwpowt fi arksood or required by Seller for die purpose of tilting ibis order, such special riding a piliment and any process sheen relded dwafo @hag hecomhc the popery of the Buyer ad to die extort feasible stall be i endfrd by Ibr Seger as such. 1. WARRANTY-PRfCE. a Thu price to be paid by die Bayer shall he tip contained is Seder'@ bid which Sella warrants 10 be ono higher pion Seller's current process on Orders by atherm for products of tie Lind and specification coveted by this agnmo m for —ii— quaromes under a®tr of Woe condition and methods of prrcham. In the event Seller breaches this warranty, die prices of the items Wall he reduced to the Seller'n crawl prices an orders by others, or is the ahermoivt. Buyer my cancel this comtraa widows iiabilry to Seller far breach or Seger's actual aaI . b. Tin Sailer was. that so prtan or acting agency has been employed or retained to solicit or seine tuffs contact upon in ageerneai or understanding for Continuum percentage, brokers&. or contmgerd lee excepting bona fide employees of bom fide rslbluhed commercial or selling agencies maintained by the Seller for the purpose of searing bsiueat. Fa breseh of veiaioo of this warranty the Buyer shall bwc the redo in addtteo in any Odra right of righta to canal this hontrmet wihmd liability and to A" 8vm the con aat pica, or otierwm recover wk%ma liability and w deduct cam the cwAw pica orvdmwisc mmvor the full amount of ouch eommissiem, prcemor, 6rulsrage w apannral ks. WARRANTY —PRODUCT, Seller shall not limn or excl a r, any implied warranties and any muctmpt to do so shall resider this contract voidable at the option ref the Buyer. Seller waeranu that the poda ftnrninbed will conform to the specilicuiae. *swings, and dma*ims lined in Tic bid invitation, and to the sompie(al furnished by the Sella, dray. ion the evraT of a conflict or between die specifications, drawings, and desatptions, the specifications shall govern. NotwAtstaodmg my provisions contained in die contractual agreement, die Seiler represents and warrants fauti-fin performance and fauh•fisr result in the p-cro - ins date and doe related data (including. but no limited to cakulmw%. comparing ad sa imacing) oral hardware, software and firmware produce delivered and services provided under this Camo ict. individually or m combination, as die case may be Aom the effective date of this Cmtrse. Alan. the Seller warms the yasr20W ukulaike; will be r- to Ind and atxommodded and will not, in any way, result in hrdware, software or fhmware failure. The City of Lubbock, at its sole optim, moy rah uie the Sella, at any throe. w dnoeottretc the procedures it hoards to follow in order to comply with all the obligations contained herein. The obliptions contained baem apply to products and services provided by the Seller, ids sub -Sella a my third party involved in the aerioc or dewlapmmt of die products ad smices to be delivered to the City of Lubbock uderthis Comfrmct. Failure to comply wide any of the obligations comtained bcsem. tray result is the City of Lubbock availing kwlf of my of is rights under fie law and under this Conaso including, but not limited to, bright palainmg to lamination ordefauil. The waaannn contained herein are separate and discrete Timm my other warranties specified in this CONDOM and are eon subjat to any disclaimer of warranty. implied or expressed, or limitation of the Sella's liability which ray be spaified in this Contract, its appendices, ru schedules, a rmeies or any docume i mcorperred in this Contract by reference. 10. S krETY WARRANTY. Seller warrants that the pnxbd sold to the Buyer "I conform to the standards promulgated by the U. S. Department of Labor under the Occupational Safety. and Health Act of 19i0. In the event the product does not conform to OSH.k standards, Buyer many telran die product for corroclioo a replacemmT at the Sella'a expense. ion the event Seller falls to make fir appropriate corrrectisn within a ream ably time, correction sotadr by Buyer will br st die Svlkr's exismic IL NO WARRANTY BY BL YER AGAINST 1%FRiNGL'MENTS. Aspect ofthis ehmlract for ule Seller spores to ascertain whether Ynd` manufactured in accoadonce with rho apecnficahots n tachal to this agreement will give rue to the rightful claim of any third perwo by way of m8rglcmml of lie Wee Buyer makes no warranty that the pnoduLtion of goods according to the specification will not give vine to such a claim, and in no event shall Buyer be liable to Seller for indemnifiratios in die event tat Seller is awed on die grounds of inn - 5eanwt of the life. If Seller is of the opinion that as infringement or the like will result. ha will notify die BUM to this effect is writing within two wetln afler the Signing of ens apeemmt. If Buyer dots no receive rsotice and is sabooquc* held hmbk for the infringamant or the like, Sella will save Biqa hamkss. If Seikr it good faith ascertains s the producume of the goods in accordance with the specifications will result in infiisgehneot or die like. the contract shall be null sad void 12. RIGHT OF INSPECTION. Boyer sled! lave the right to inspect the goods it delivery before g them. 13. CANCEI I ATION. Buyer idl have the tigho ur ewrcel fa dcbalt sit army part of the asdaliwyed patio of this order ifSdkr bricsc6a ray of the Iron hereof incldmi; wartatics of Seller or if the Seiler becomes insolvent OF commits sets of brrkstpicy. Suds rlthi of concel4tion Is is whining to and not in lieu of any other remedies which Buyer rosy have in Inn or equity. 14. TERMINATION_ The performance of wale under Ibis order try be terminated In wink, or in pre by the Buyer in accordance with this provision. Termination ofwork hereunder shall be efferaed by the delivery of the Seller Of a "Notice of Terminudko" mpecif*r. the eastern 10 which pwfom om of work under die order is terminated and the doe upon which nit termination I ," t effwbri c' Such tight or tamioatiaa is in addition to and Oat in lieu of the eights of Buyer us forth in Clause 13. harem 13. FORCE MAJEURE. Ne6e party dog be held responsible fa mom, sewdiing if use fin bmw of my lams of provialoel of this eon knit is datsysd or parented by say cam not within the onamnl of Ibe Arty whose pai6rmroe in iuxfaod wick lad which by lbe eaacim of romoo" diligence said poly is unable to prevent. 16, ASSIGNMENT -DELEGATION. No rift or merest in this contract &all be wiped or delegation army obligation rude by Seller without the writan pattninim oaf tlrc Buyer. Any ogetpted amipmmt or delegation by Seller "I be wholly void and totally ineffective for all purpose unless anode in conformity with ti1i1 pragropk 17. WAIVER. No c Wm ar rlghe ruing all of m bleach of this eoanaa tan be diaehmpd io wb ak or is pat by a waiver a iuv=imm of the claim orright =it= the waiver or nismciatinm is supported by oonudmatias and is in uniting speed by the gpievmd parrty. 18. INTERPRETATION -PAROLE EVIDENCE. This wiitog. pis say specifiledu ors for bids and parfarosom provided by Buyer in its advertiheosit for bide, mod my other documents provided by SeBc as part of his bid, is ihhakdod by the partite in a final expresswe of their agreement and intended also No a compkll and exclusive winmemc of the terms of their agreement. Whmcvr a Dorm defined by the Uniform Commercial Code is mod is Ibis agreement. the definmen contained in die Code is to control. 19. APPLICABLE LAW. This agrsemeae dial be liovamed by the Uniform Ca emereia Code. Where ever the tam "Uniform Conan racial Code" is used, it shall be oanstro od as moaning the LWform Commercial Cods a adopted is to State of Trans s effective and in Fare an the date of this arswai ot. 20. RIGHT TO ASSLFRANlCE. Whenever me parry to this roaLaa in good (aids box sconce b question the other patty's me ast tO perform be my demand that the other party giro women assurance adhis meat to perform in the event that a demand Is made and no owrance is given within five (3) days, the demanding peaty may Lea this Where so an anticipatory repudiation of the coosats. 21. INDEMNIFICATION. Seller shall odcmmify, keep and save hrmien the Buyer. its agaals officials and wnployea, against all injuries, deaths. Ions, damages, claihm, pornl clowns. wits, "lilies, judgments, own and expanse, wbkb ray in mywiw accrue apiue the Buyer in cmaequence of the paining of this Contract or which nay anywise result dieretrom, whetbor or not it shall be alleged or danmmal dud the act was raised through nc#IWOCC err omission of the Seller or its employees, or of the subSellcr or assipce or its employees. if any. and tie Seller shall. or his own expense. apprror, defend and pay all gullies of sawroeys and ill crisis and other exposes riming therefrom of mcuered in coammim therewith. an4 ifarry judgment shall be comic. agamp the Boyer in my mach action, the Seller doll, at is own cspernses, sinsfy, and discharge die same Seller expressly understands And agrees that my bad regh4W by this conbmd, or otherwi* provided by Seier. shall mono way limit the urspoosibdity to indemnify, keep and save hrmleas and defend the Buyer m leerein prrwided 22. TIMI", 11 is hereby exp ally speed and understood that nose is of the eswncr far the perirnmance of dhim contract, and failure by contract to men the time specificariuts of the agreement will cause Seller to be in default of this dgrecomi. 23. MBE. The City of Luhback hereby notifies @ll bidders this in rrgrd to my contract entered into pursuant to this request, minority and women bwmm eterlirism will be afforded egtut opportunities to submit bids in retperose to this inviudion and will the be durrimmatrA ayamst On the grounds of race, color, sex or rtanral origin in eonsideuliOn for m award. Rev. 08,7005 TO: • Y O U R C H A S E ORDER BAILEYS HOUSE OF GUNS 3626 BLUEBONNET DRIVE HOUSTON TX 77053 Page 1 Date - 7/24/09 Order No. - 350968 000 OP Brn/Plt 3511 SHIP TO: CITY OF LUBBOCK POLICE ACADEMY REESE CENTER 508 DAVIS DRIVE LUBBOCK TX 79416 [N%'010E TO: CITI' OF LUBBOCK ACCOUNTSPAlABLE P.O. BOX 2000 1/12 LUBBOCK. TX 79457 BY: Ordered - 07/24/09 Freight FOB Destination Frt Prep 'd Requested 07/24/09 Taken By FELIX ORTA Delivery PER S. MENDOZA REQ# 33162 BID# 07-074-MA -------------------------------------------------------------------------------------- Description / Supplier Ite TRNG 40 CAL REMINGTON L40SW AMMUNITION DUTY 40 CAL REMINGTON GS40S AMMUNITION Ordered UM 110000.000 EA 20000.000 EA Unit Cost UM Extension .2089 EA 22,979.00 2556 EA 5,112.00 Req. Dt 01/22/10 01/22/10 This purchase order encumbers funds in the amount of $28,091 for a bid awarded to Bailey's House of Guns of Houston, Texas, on October 11, 2007, in accordance with Resolution No. 2007-110473. The following are incorporated into and made part of this purchase order by letter of ratification or Resolution No. 2007-R0473. CITY OF LUBBOCK Tom Martin, Mayor ATTEST Rebecch Garza, City Secretary Total Order ------------------------------------------------------------------------------------- Terms NET 30 28,091.00 TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK, TEXAS Seller and Buyer agree as follows: 1 SELLER 1 O PACKAGF GOODS Seller w ill package goods in acaxJance with g,x�d commercial practice Each shipping container shall be clearlyand 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) Con [amet number and total number of containers, c g. box I of 4 boxes, and id) the number of the container bearing the packing slip Seller shall hear cast of packaging unless otherwise provided Cards shall he smtai packed to secure lowest lransporlatlon costs and to conform with requirements of common tamers and any applicable specifications Bu)er's court or weight steal) be final and conclusive on shipments not accompanied by packing lists _ SHIPMLNI' UNDER RF.SLRC.ATION PROHIBITED Seller is not authori7td io ship the goods under reserwallon and no tender of a hill of lading will operate as a tender of gcxrsls 3 TITLE AND RISK OF LOSS The title and risk of loss ofthe goods shall not pass to Buyer until Rover usually receives and takes possession ofthe good, at the point or points of dch,en 4. NO REPLACEMENT OF DEFECTIVE TENDER Every tender of deliver of goods must full) comply with all provisions of this contract as to Nine ofdelrvery, qualitv and the hkc Ira tender is made which does not fully conform, this shall constitute a breach and Seller shall nut have the right to substitute a confirining tender, provided. where the lime for performance has not yet expired, the Seller may reasonably nob Fv Buyer arias intention to cure and may then make a conforming tender within the contract time but not afterward. 5 1NVOICES & 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 agreement number if applicable. Invoices shall be itemized and transportation charges. il'anv. shall be listed separately. A copy ofthe bill of lading, and the freight waybill when applicable, should be atached to the invoice Mail To. Accounts Payable. Cary orLubbuck. P 0 Bor2U04 Lubbock, Texas 7v457 Payment shall mot he due unhl 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 ifn is determined by Buyer that gratuities, in the form of cmterlamment, gifts or otherwise, were offered at 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 treatnxml will; respect to the awarding or amend; ng, 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 provision. Buyer shall be entitled, in addition to any olher rights and remedies, to recover or withhold the amount ofthe cost incurred by Seller in providing such gratuities. 7 SPECI AL TOOLS & TEST VOL;IPMENT If the price stated on the face hereof includes the coil of any special tooling or special lest equipment fabricated or required by Seller far the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property ofthe Buyer and to the extent feasible shall he identified by the Seller as such 8 WARR.ANTY-PRICE a The price to be paid by the Buyer shall he that contained in Seller's bad which Seller warrants to he 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 lake conditions and methods of purchase 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 Buver 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 empluveJ or relamed in solicit or secure this contract uywn an agreement or understanding for commission, percentage, brokerage. or contingent fee excepting bona tide emplovees of bona fide estahlished commercial or sell sou agencies maintained by the Seller for the purpose of secuung business For breach of vicration of ihs 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 utherwse recover without habi lity and to deduct from the contract price- or otherwise recover the full amount of such commission, percentage, brokerage or contingent fee. n WARRANTY -PRODUCT Seller shall nut limit or exclude any Implied wiirranhes and any attempt to do so shall render this contract voidable at the uptwn of the Buyer Seller warrants that the goods furnished will conform to the specification, drawings, and descripnons listed in the bid in, itatmn, and to the sample(s) furnished by the Seller, if any In the event ofa conflict or between the specificahons, 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 -flee result in the processing date and date related data {including. but not limited it) calculating. comparing and sequencing) of all hardware. software and firmware products delivered and serices provided under this Contract, inch vidualk or in combination, as the case may be from the effective date of this Contract Also. the Seller warrants the year2000 calcu9ationn will be recognized and accommodated and „ill out. in any way, result in hardware, snftwvare car firmware failure. The Cary of Lubbock. at its sale 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 party my oNed in the creation or development ofihe products and services to be delivered to the Cup of Lubbock under this Contract Failure to comply with any of the obligations contained herein, may result in the City of Lubbock availing itself of anv of its rights under the law and under this C'onuracl including. but not limited to. its right penammg to termmahon or default The warranties contained herein are separate and discrete from anv other warranties specified in this Contract, and are not subject to anv disclaimer of warranty. Implied or expressed, or limitation ofthe Seller's habilny which may be specified in this Contract, its appendices. its schedules, its annexes or any document Incorporated in this Contract b) reference. Ili SAFLTY N'.ARR ANTS Seller ,aoanlc that [he product sold to the Buyer shall contorm to the standards promulgated by the L' S Department of Lahrir under the Occupational Safety and Health Act of 1470 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 Ilse event Seller fads to make the appropriate correction within a reasonable time, correcti in made by Bu)er will be at the Seller's expense I I NO WARRANTY BY BUYER AGAINST INFRINGEMENTS As pan of this contract fin 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 an} third person In wa) of Infringement ofthe like Buyer makes no warranty that the production of guwds 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 nfthe hkc If gel ler is ofthe opinion that an infringement or the like coil I result. he will notify the Buyer to this effect in urrting within two weeks after the signing of ihts agreement IrBuvei dues not receive mxice and is subsequently held Irablc for the infringement or the lake, Seller will save Buyer harmless If Seller in good faith auertams the production of the goods in accordance with the Wofications 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 goods at deli, en before accepting them 13 CANCELLATION Buyer shall have the right to cancel for default all or any part of the undelivered portion of this order d-Seller breaches any of the terms hereof including warranties of Seiler or tithe Seller becomes insolvent or commits acts of bankruptcy Such nghl of cancellation is in addition to and not in lieu army uther remedies which Buyer may have in law or equity 14 TERMINATION The perforirtance of work under this order may he terminated in whole, or m part by the Buyer in accordance with this provision Termination of work hereunder shall be effected by the del nary 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 et%chve. Such right or termination Is In addition to and nut in lieu of tine rights of Buyer set forth in Clause 14, herein. 15 FORCE MAJEURE Neither party shall he held responsible for lasses. resulting if the fulfillment of anv terms of provisions ofthis 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 parry is unable to prevent Ili ASSIGNMENT -DELEGATION No right or interest in this contract shall be assigned or delegation of any obligation made by Seller without the written permission ofthe Buyer. Any attempted assignment or delegation by Seller shall be wholly void and totally ineffective fa 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 renunciation ofthe claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party 18 INTERPRETATION -PAROLE EVIDENCE. This writing. plus any specifications for bads and performance provided by Buyer in its advertisement for bads, 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 lams of [hen agreement Whenever a term defined by the Umfonn Commercial Code is used in this agreement, the definition contained in the Code is to control. 19 APPL ICABLL LAW "This agreement shrill be governed by the Uniform Cnmanercial 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 force on the date of this agreement. 20 RIGHT TO ASSURANCE Whenever one pain to this contract in good faith has reason to question the other partr'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 (5) days, the 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 clamu. suns. Iiabhnes. Judgments. costs and expenses, which may in anywise accrue against the Buyer in consequence of the granting of this Contract or which may aityvvise result therefrom, whether or not it shall be alleged or determined that the act was caused through negligence or omission ofthe Seller or its employees. m of the subSeller or assignee or its employees. if anv. and the Seller %hal I, at hisown expense, appear, defend and pay all charges of avornevs 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 shalt, at its own expenses. satisfy and discharge the same Seller expressly understands and agrees that any bond required by this contract, or otherwise provided by Seller. shall on 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 time is ofthe essence for the perl'omiance 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 to this request, minority and women business enterprises will be afforded equal opportunities to submit bids in response to this tnritanon and will not be discriminated against on the grounds of race. color, 'sex or natural origin in consideration for an award Rey. 08/2005 AIMENIP. 46 lubcockf XAS TO: PURCHASE ORDER BAILEYS HOUSE OF GUNS 3626 BLUEBONNET DRIVE HOUSTON Texas 77fl53 Page - 1 Date - 07/09/2010 Order Number 10000390 000 OP Branch/Plant 5713 SHIP TO: CITY OF LUBBOCK POLICE ACADEMY REESE CENTER 508 DAVIS DRIVE LUBBOCK Texas 79416 INVOICE TO: CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 ` LUBBOCK, TX 79457 BY: Ordered 07/09/2010 Freight Requested 07/09/2010 Taken By Delivery PER L +APA R.EQ 35179 ITB 07-074-MA Description/Supplier Itern Ordered _ UM _ Unit Cast UM TRNG 40 CAL REMINGTON L40SW 1 200,000.000 EA .2089 EA AMMUNITION DUTY 40 CAL REMINGTON GS40S 40,000.000 EA .2556 EA AMMUNITION Total Order R HOLDER Extension Request Date 41,780.00 07/09/2010 10,224.00 07/09/2010 Terms NET 30 52,004.00 This purchase order encumbers funds in the amount of $52,004, for a bid awarded to Bailey's House of Guns of Houston, Texas, on October 11, 2007, in accordance with Resolution No. 2007-R0473. The following are incorporated into and made part of this purchase order by letter of ratification or Resolution No. 2007-110473. CM:7�� Floyd Pr' e, Mayor Pro Tem 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 he clearly and permanently marked as follows (a) Seller's name and address, (b) Consignee's name, address and purchase order at 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 bearing 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 goods under reservation and no lender of a bill of lading will operate as a tender of goods. 3. TITLE 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 of delivery 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 not have the right to substitute a conforming 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 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. htvoices 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, gilts 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 snaking of any determinations with respect to the performing of such a contract. In the event this contract is canceled by Buyer pursuant to 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 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 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. S. 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 than Seller's current process an 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 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. b. 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 fide established commercial or selling agencies maintained by the Seller for the purpose of securing business. For breach of viciation of this warranty the Buyer shall have the right in addition to any other right of nghts 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 warrants that the goods fumished will conform to the specification, drawings, and descriptions listed in the bid invitation, and 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, 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 year2000 calculations will be recognized and accommodated and will not, 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 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 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 any of the obligations contained herein, may result in the City of Lubbock availing itself of any of its rights under the law and under this Contract including, but not limited to, its right pertaining to termination or default. The warranties contained herein are separate and discrete from any other warranties specified m 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 Contract, 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 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 part 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 byway 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. 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 Sealer 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 goods at delivery before accepting them. 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 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 MAJEURE. 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 any obligation [Wade 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 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 renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. 18. INTERPRETATION -PAROLE EVIDENCE. This writing, plus any specifications for bids and performance provided by Buyer its 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 terns 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 he 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 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 party love written assurance of his intent to perform In the event that a demand is made and no assurance is given within five (3) days, the demanding party may treat this failure as an anticipatory repudiation ofthe 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 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 expenses, satisfy and discharge the sane 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. 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 to 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