HomeMy WebLinkAboutResolution - 2002-R0018 - Purchase Order For Mechanical Tracl Boring Unit -- Ditch Witch Southwest - 01_10_2002Resolution No. 2002-R0018
January 10, 2002
Item No. 32
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK
THAT the Mayor of the City of Lubbock BE and is hereby authorized and
directed to execute for and on behalf of the City of Lubbock, a Purchase Order per ITB
#302-01/RS for a mechanical track boring unit, by and between the City of Lubbock
and Ditch Witch Southwest of Lubbock, Texas, and related documents. Said Purchase
Order is attached hereto and incorporated in this resolution as if fully set forth herein
and shall be included in the minutes of the City Council.
Passed by the City Council this loth day of January , 2002.
_FEN 0110.�IA
i
Rebecca Garza, City Secretar
APPROVED AS TO CONTENT:
Victor Kilman. Purchasing Manager
APPROVED AS TO FORM:
M 0
William de Haas
Contract Manager/Attorney
gs/ccdocs/PurchOrd-Ditch Witch Southwest res
Dec, 31, 2001
(Av lt&l--
WINDY • • •
0
City of Lubbock
PURCHASE0RDER
�� 11
Resolution No. 2002—R0018
Page 1
Date - 1/08/02
Order No. - 216669-000 OP
Brn/Plt - 3511
TO: SNIP TO:
DITCH WITCH SOUTHWEST CITY OF LUBBOCK
3123 SLATON HWY,. TRANSFORMER REPAIR CENTER
LUBBOCK TX 79404 600 MUNICIPAL,DRIVE REAR
LUBBOCK TX 79401
This purchase order encumbers funds in the amount,of $135,209.75 fora bid awarded Ditch Witch. Southwest of Lubbock, Texas on.January 10, 2002
In accordance with your response to ITB #302=01/RS, Mechanical Track Boring Unit. The following are incorporated . and made part of this
.purchase order by reference: bid submitted by your firm including the Bid Form; Specifications, and. General Conditions of ftl #202-0VRS
CIOYFK ATTEST'
Windy it n, May r Rebecca Garza, City Secretary
APPROVED AS TO FORM:
William d& Haas, Contracts Manager/Attorney
Total Order
--------------------------.------....-----
Terms NET 30 135,205.75
s Y o CP Resolution No. 2002—R0018
City of Lubbock. Page - 1
/� t PURCHASE 0R40'ER Date - 1/16/02
r Order No. - 216669-000 OP
Brn/Plt - 3511
Ordered - 01/10/02 Freight - FOB Destination Frt Prepaid
Requested - 01/31/02 Placed By - RON SHUFFIELD 775-2170
Special Ins Per ITB # 302-01/RS ATTN: William Burton
CORRECTED PURCHASE ORDER
Description / Supplier Item Ordered UM Unit Cost _UM Extension _ Req. Dt
...........................
Mechanical Boring System 1.000 EA 131,209.7500 EA 131,209.75 01/31/02
Ditch Witch Model JT 1720 Mach 1, Horizontal Directional
Drilling System. Total Price includes transport trailer.
This purchase order encumbers funds in the amount of $131,209.75 for a bid awarded Ditch Witch Southwest of Lubbock, Texas on January 10, 2002
in accordance with your response to ITB #302-01/RS, Mechanical Track Boring Unit. The following are incorporated into and made part of this
-purchase order by reference: bid ubmitted by your firm including the Bid Form: Sneciflcations, and General Conditions of ITB #302-011RS.
C L-BBOC ATTEST:
Windy Sitton, Mayor Rebecca Garza, ity Secretary
APPROVED TO FORM:
1
Wilflam de Haas, Contracts Manager/Attorney
Total Order
Terms NET 30 131,209.75
City of Lubbock
PURCHASE ORDER
Resolution No. 2002—R0018
Page - 1
Date - 1/08/02
Order No. - 216669-000 OR
Brn/Plt - 3511
SHIP TO:
CITY OF LUBBOCK
TRANSFORMER REPAIR CENTER
600_MUNICIPAL DRIVE REAR
LUBBO"t TX'
-79401 _
This purchase order encumbers funds -In the amount of $135,209 75 for a bid awarded Dltch Witch Southwest of Lubbock, Texas on January 10, 2002
in accordance with your response to ITB #302-01/RS, Mechanical Track Boring Unif. 1Ffie following are incorporated into and made part of tins
purchase order by reference: bid submitted by your firm including the Bid Form; Specifications, and General'Conditions of ITB #302.01l11S..
CITY F OCK ATTEST:
Windy gitffinlvMayffr R6becca Garza, City Secretary
APPROVED AS TO FORM:
William dgHHaas, Contracts Manager/Attorney ^-
Total Order
Terms NET 30
TERMS AND CONDITIONS
IMPORTANT: READ CAREFULLY
STANDARD TERMS AND CONDITIONS
CITY OF LUBBOCK, TEXAS
Seller and Buyer agree as follows:
3. 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, (e) Container number
and total number of containers, e.g. box I of 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.
Z. 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 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 nuke 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 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
fic:ght w ,:.iii 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 arc submitted after delivery.
b. 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 torn 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- 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 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 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 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 : o shall render this contract voidable at the option of the Buyer. Seller warrants
thit the goofs furnished will conform to the specification, drawings, and descriptions listed in
the bid imitation, and to the sample(s) furnished by the Seller, if any. In the event ofs
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
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 Contract, its appendices, its
schedules, its annexes or any document incorporated in this Contract by reference.
110. 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 ofthis contract for
sale Sella agrees to ascertain whether goods manufactured in accordance with the
specifications attached to this agreement will give rise to the rightful claim of any thud person
byway of infringement ofthe 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 ofthe 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. If Scller in good faith ascertains the
production ofthe 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 ofthe
undelivered portion of this order if Seller breaches any ofthe terms hereof including warranties
of Seller or if the Seller becomes insolvent or commits acts of b=kmptcy. 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 pan 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 terminated 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 forth in Clause 13, herein.
15. FORCE MAIEURE. Neither party shall be held responsible for losses, resulting ifthe
fulfillment of any terms of provisions of this contract is delayed or prevented by any cause not
within the control ofthe 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 ofthe Buyer. Any
attempted assignment or delegation by Seller shall be wholly void and totally inet ective 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 pan 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 pan of his bid, is intended by the parties as a foul expression of thew
agreement and intended also as a complete and exclusive statement ofthe terns oftheir
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 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 party give written
assurance of his intent to perforrrL 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 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 ofthe 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 employees, or ofthe 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 other expenses arising therefrom of incurred in connection therewith, and, if any judgmnent
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 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 ofthe 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
a 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.
G:PURCHJTERM t'OND.DOC
A City of Lubbock,
11PURCHASE ORDER
TO:
DITCH WITCH SOUTHWEST
3123 SLATON HWY
LUBBOCK TX 79404
Resolution No. 2002-ROO18
Page - 1
Date 1/16/02
Order No. - 216669-000 OP
Brn/Plt - 3511
SHIP TO:
CITY OF LUBBOCK
TRANSFORMER REPAIR CENTER
600 MUNICIPAL DRIVE REAR
LUBBOCK TX 79401
.......... I .............................. - -
-----------------------------------------------------------------------------------
Ordered - 01/10/02 Freight - FOB Destination Frt,Prepaid
Requested - 01/31/02 Placed By - RON SHUFFIELD 775-2170
Special Ins Per ITB # 302-01/RS ATTN: William Burton
CORRECTED PURCHASE ORDER
Description / Supplier Item Ordered UM Unit Cost UM Extension Req. Dt
Mechanical Boring System 1.000 EA 131,209.7500 EA 131,209.75 01/31/02
Ditch Witch Model JT 1720 Mach 1, Horizontal Directional
Drilling System. Total Price includes transport trailer.
This purchase order encumbers funds in the amount of $131,209.75 for a bid awarded Ditch Witch Southwest of Lubbock, Texas on January 10, 2002
in accordance with your response to ITB #302-01/RS, Mechanical Track Boring Unit. The following are incorporated"into and made part of this
-purchase order by reference: bid ubmitted by your firm including the Bid Form:_ Suecifications, and General C;Bnditions of ITB #302-01/RS.
C L-BBOC ATTEST:
t.
CIA
P
Windy Sitton, Mayor Rebecca Garza, eity Secretary
APPROVED TO FORM:
,
Wi iam de Haas, Contracts Manager/Attorney
Total Order
Terms NET 30 131,209.75
TERMS AND CONDITIONS
IMPORTANT: READ CAREFULLY
STANDARD TERMS AND CONDITIONS
CITY OF LUBBOCK, TEXAS
Seller and Buyer agree as follows:
f. 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 trams 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
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.
3. 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.
A. 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 abreach and Seller shall
not have the right to substitute a conforming tender, provided, where the time for perfommance
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.
S. 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 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
ficii�ht w,,l,iii 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 Sellcr if it is determined by Buyer that gratuities, in the form of enterainmcnt, 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
delerntinations.with respect to the perforating 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 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 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 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 -a shall render this contract voidable at the option of the Buyer. Seller warrants
that the goods furnished will conform to the specification, drawings, and descriptions listed in
the bid imitation, and to the sample(s) furnished by the Seller, irany. In the event of
conflict or between the specifications, drawings, and descriptions, the specifications shall
govem. 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 firmwarc products delivered and services provided under this Contract,
individually or in combination, as the case may be from the effective date ofthis Contnet
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 iuclfof any of its rights under the law and
under this Contract including, but not limited to, its right pertaining to termination or defaule
The warranties contained herein are separate and discrete from any other warranties specified
in this Contract, and are not subject to any di!claimer 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. To 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 ofthis 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 ofany third person
byway of infringement of the like. Buyer makes no warranty that the production of goods
according to the specification wilt 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 ofthe like. ICSeller 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 ofthis
agreement. ICBuyer 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 ofthe 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 ofthe
undelivered portion ofthis order if Scllcr breaches any ofthe terms hercofincluding 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 cffcctive. Such right or termination is in addition to and not in lieu ofthe
rights of Buyer set forth in Clause 13, herein.
15. FORCE MAIEURE. 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
ofreasonable 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 ofthe Buyer. Any
attempted assignment or delegation by Seller shall be wholly void and toully ineffective for all
purpose unless made in conformity with this paragraph.
17. WAIVER No claim or right arising out of a breach ofthis 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 bids
and performance provided by Buyer in its advertisement for bids, and any other documents
provided by Seller as pan 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 ofthcir
agreement. Whenever a tens 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 ofTcxas as effective and in force on the
date ofthis agreement.
20. RIGHT TO ASSURANCE. Whenever one party to this contract in good faith her 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 nudc and no assurance is
given within five (5) 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 ofthe granting ofthis 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 employees, or ofthe subSeller or assignee or its employees, if any, and the
Seller shall, at his own expense, appear, defend and pay all charges of anomeys and all costs
and other expenses arising therefrom of incurred in connection therewith, and, if anyjudgment
shall be tendered 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 bond required
by this contract, or otherwise provided by Seller, shall in no way limit the responsibility to
indemnify, keep and save hamiless 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 ofthis contract, and failure by contract to meet the time specifications ofthis
agreement will cause Seller to be in default ofthis agreement
73. 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 she grounds of race, color, sex or natural origin in consideration for an award.
CTI-MCWTERMCOND.DOC