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HomeMy WebLinkAboutResolution - 2002-R0331 - Purchase Order For Turf Irrigation Parts And Supplies - Watermaster Irrigation - 08_29_2002Resolution No. 2002-RO331 August 29, 2002 Item No. 64 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 for turf irrigation parts & supplies, by and between the City of Lubbock and Watermaster Irrigation Supply, Inc. 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 29th ATTEST: Garza, City Secretary APPROVED AS TO CONTENT: Victor Kilma , Purchasing Manager APPROVED AS TO FORM: William de Haas Contract Manager/Attorney gs/ccdocs/Purchase Order-Watermaster Irrigation Supply.res August 15, 2002 day of August , 2002. o t Y Resolution No. 2002-RO331 City of Lubbock Page - 1 PURCHASE ORDER Date - 8/13/02 t� 11 Order No. - 228821-000 OP Brn/Plt - 3511 TO: SHIP TO: WATERMASTER IRRIGATION CITY OF LUBBOCK BOX 64208 MACKENZIE PARK SHOP LUBBOCK TX 79464 302 I-27 LUBBOCK TX 79401 . :...nv ..: ... vr.:.:.•>.• •:.:r••f».v.v ... x...•.. ... v. f.,..v. .• •ff..:: :}h:• :}}::.:tiy.{::hvr lti•nF i;G... 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'..:• :-}}:' :::.,..,..:: }} v . ;•}. .:.v.::»..v:.,.r. }::::.:v.:,.1 v::.:: :: w:}..: t::.:: .: {• }:y...f..i...}...•...:......... n:l.............................. ...v.... nt r:.... yr. :i:..y .:,,.. ...... t,...:....iitir.'v. n.....i.:.::t4:G...ti }i�::0.: r.. r.. i' xy::.::::.v::::, } }.. ..... ..,....:......:.. ::•.::::.::C•:v: r;: ;: •, }.Y•}>}..::G}}>: .!: G: }'rv:.. ti rl'-.: Ordered - 08/13/02 Freight - FOB.Destination Frt Prepaid Requested - 10/13/02 Placed By - RON SHUFFIELD 775-2170 Special Ins Per ITB 149-02/RS ATTN: Mike Buxkemper Description / Supplier Item Ordered UM Unit Cost UM Extension Req. Dt 0 Toro EZ 5P 90 33 33.000 EA 10.7170 EA 353.66 10/13/02 Toro EZ 5P 60 33 33.000 EA 10.7170 EA 353.66 10/13/02 Toro EZ 5P 45 68 68.000 EA 10.7170 EA 728.76 10/13/02 Toro EZ 5P 30 10 10.000 EA 10.7170 EA 107.17 10/13/02 Toro EZ 5P 20 13 13.000 EA 10.7170 EA 139.32 10/13/02 Toro S 700C FC 90 FA 49 49.000 EA 13.6470 EA 668.70 10/13/02 Toro S 700C PC 60 FA 18 18.000 EA 13.6470 EA 245.65 10/13/02 Toro S 700C PC 45 FA 74 74.000 EA 13.6624 EA 1,011.02 10/13/02 Toro S 700C PC 30 FA 6 6.000 EA 13.6470 EA 81.88 10/13/02 Toro S 700C PC 20 FA 12 12.000 EA 13.6470 EA 163.76 10/13/02 Toro S 2001 F 57 57.000 EA 22.2150 EA 1,266.26 10/13/02 Toro S 2001 267.000 EA 22.2150 EA 5,931.41 10/13/02 Rainbird 1804 PRS 179.000 EA 2.5390 EA 454.48 09/13/02 Rainbird 1804 PRS 15' H noz 72.000 EA .6100 EA 43.92 09/13/02 Rainbird 1804 PRS 15' Q noz 11.000 EA .6100 EA 6.71 09/13/02 Rainbird 1804 PRS 15' 120 n 1.000 EA .6100 EA .61 09/13/02 Rainbird 1804 PRS 12' H noz 95.000 EA .6100 EA 57.95 09/13/02 Weathermatic 8200CR-30 31.000 EA 240.5550 EA 7,457.21 09/20/02 Weathermatic 8200CR-25 30.000 EA 201.8450 EA 6,055.35 09/20/02 Weathermatic 8200CR-20 3.000 EA 112.2520 EA 336.76 09/20/02 Weathermatic 8200CR-15 6.000 EA 82.5550 EA 495.33 09/20/02 Weathermatic11024FCR-10 17.000 EA 32.9830 EA 560.71 09/20/02 2" Ballvalves Spears Singl 4.000 EA 17.2920 EA 69.17 09/13/02 1.5" Ballvalves Spears Sin 9.000 EA 11.8670 EA 106.80 09/13/02 1" Ballvalves Spears Singl 19.000 EA 8.5270 EA 162.01 09/18/02 4" Gatevalves with Flange 10.000 EA 141.6570 EA 1,416.57 09/13/02 4" Flange Sets (Plastic) 2 20.000 EA 8.3150 EA 166.30 09/13/02 4" Flange Gaskets 20 20.000 EA 1.0810 EA 21.62 09/13/02 4" Flange Bolt Sets 20 20.000 EA 3.1280 EA 62.56 09/13/02 3" Double Check Valves (Wa 3.000 EA 544.8500 EA 1,634.55 09/13/02 3" Flange Sets (Plastic) 6 6.000 EA 6.5670 EA 39.40 09/13/02 3" Flange Gaskets 6.000 EA .8280 EA 4.97 09/13/02 TERMS AND CONDITIONS IMPORTANT. READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK, TEXAS Seller and Buyer agree as follows: 3. SM t ER 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 cane and address, (b) Consignee's mum, address and purchase order or purchase release number and the supply agreement number if applicable, (c) Container number and total number of coetainers, e.g. box I of 4 boxes, and (d) the number ofthe container bearing the packing slip, Seller shall bear cost of packaging unless otherwise provided. Goods shall be suitably picked to seem lowest transportation costs and to conform with requirements of common carriers and any applicable specifications. Buyer's count or weight shall be foul and conclusive on shipments not accompanied by packing lists 1 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 ofthe goods shall not pass to Buyer until Buyer actually receives and takes possession ofthe 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 contact as to tutu of delivery, quality and the lice. If a tender is made which does not fully conform, this shall constitute a breach and Seller shall cot 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 Lad transportation charges, ifany, shall be listed separately. A copy ofthe bill of lading, and the fci�lht %;,:.M when applicable, should be attached to the invoice. Mail To: Accounts Payable, City of Lubbock, P. O. Box 2000, Lubbock, Texas 79457. Payment shall not be due until the above instruments are submitted after delivery. 6. GRATUITIES. The Buyer may. by written notice to the Seller, cancel this contract without liability to Seller if it is determined by Buyer that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Seller, or any agent or representative ofthe 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 ofsuch a contract. In the event this contract is canceled by Buyer pursuant to this provision, Buyer shall be entitled, in addition to any other Tights and remedies, to recover or withhold the amount ofthe cost incurred by Seiler in providing such gratuities. 7. SPECIAL TOOLS & TEST EQUIPMENT. If the price stated on the face hereof includes the cost orany special tooling or special test equipment fabricated or required by Seller for the pmirpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the 2roperty ofthe 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 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 on order by others, or in the alterative. 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 segue this contract upon an agreement or understanding for commission, percentage, brokerage, car 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 ofthis 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 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 say implied warranties and any attempt to do . o shall Tender this contract voidable at the option ofthe Buyer. Seller warrants that the goods furnished will conform to the specification, drawings, and descriptions listed in the bid Jim itation, and to the samples) furnished by the Seller, if any, In the event oft 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 perfomunce 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 ease may be from the effective date of this ContraeL Also, the Seller warrants the year2OM 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 is 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 ofthe obligations contained herein, may result in the City of Lubbock availing itself of any of its tights under the raw and antler 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 0-la'uner of warranty, implied or expressed, or limitation ofthe Seller's liability which may be specified in this Contract, its appendieea, its schedules, its annexes or any document incorporated in this Contract by reference. 3Q 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 anal 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 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 thud 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 hike will result, he will notify the Buyer to this effect in writing within two weeks after the signing of this agrcemezrL If Buyer does not receive notice and is subsequently held liable for the infringement or the file. 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 Lod 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 of the terns hereof including warranties of Seller or if the Seller becomes insolvent or commits acts ofba tlauptcy. Such right of cancellation is in addition to and not in lieu of aay 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 ofthe Seller of & "Notice of Termioation" 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 MAJEURE. Neither party shall be held responsible for losses, resulting if the fulfillnunt 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 pasty is arable 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 ineffective for all purpose unless trade 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 pasty. 18. INTERPRETATION-PAROLEEViDENCE. This writing, plus any specifications for bids and performarhce provided by Buyer in its advertisement for bids, and any other documents provided by Seller as part of bis bid, is intended by the parties as a final expression of their agreement and intended also as a complete and exclusive statement ofthe terms oftheir agreement. Whenever it 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 fora on the date of this agreement. 20. RIGHT TO ASSURANCE. Whenever one party to this contract in good faith has reason to question the otherparty's intent to perform be may demand that the other patty 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 indcmmify, keep and save harmless the Buyer, its agents, officials and employees, against all injuries, deaths, loss, damages, claims, patent claims, suits, liabilities, judgments, casts and expenses, which may in anywise accrue agafast 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 eegligenee or omission of the Seller or its employees, or ofthe subSelicr or assignee or its employees, if any, and the Seller shall, at his own expense, appear, defend and pay all charges ofattomeys and all costs and other expenses arising therefrom of incurred in connection therewith, and, if any judgment shall be tendered against the Buyer in any such action, the Seller shall, at its own expenses, satisfy and discharge the same Seiler expressly understands and agrees that any bond required by this contract, or otherwise provided by Seller. "I in no way 1'unit 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 fa$nre by contract to meet the time specifications of this agreement will cause Seller to be in default of this agreement 23. MBE The City of Lubbock hereby notifies all bidders that in rgard to any contract entered into pursuant to this request minority and women business enterprises will be afforded equal opportunities to submit bids in response to this invitation and will not be discriminated against on the grounds of nee, color, sex or natural origin in consideration for an award. G:?URCWrERMCOND.DOC City of Lubbock Page - 2 P U R C H A S E O R D E R Date - 8/13/02 �� 11 Order No. _ 228821-000 OP Brn/Plt 3511 TO: SHIP TO: WATERMASTER IRRIGATION CITY OF LUBBOCK BOX 64208 MACKENZIE PARK SHOP LUBBOCK TX 79464 302 I-27 LUBBOCK TX 79401 .. .. ... ..... ..... ... ... ... .. .... ... ..... n.. :.. ,,. :....:!. :•.v,'.>:ryy.•Fiwtt,: ••}r:<?: L!}:{Y;r,:rm:::!•n:}'•r:•::}}::?.,}y».,v,•iy}>r'Y•r.}:::.v..:•Y.^:'v'•.•w•n .•:{vp{r v.:•rs. n, i.: ........:::.•. .:::.v.:•... rr............ J........... v•t.:]!},......,:,..; �.;vx'!•l.•'!h'lr:rY.{-ri:{....,:{.:. y,}:•KY.v r .?\ r.... . v,. r,:. w.{. •:..... r ..:.. n. •r, :..:b, w; 1^ M:3!-.S: SO'}.. vq •/•:: oC;•:., ::.i .r..... )..:.: -; .r•, .. J:..... :ri... ..'.'^•..... ..17! . , }Y.:{: �i y... h$.. . .,...,,.: •.-•::,: .:: .:..: ......,•:: ... ... .,x..{.......... ... ::. ..... .. ...:. r.... n. ,. .:.. .. :.... ..... .. .:. •}•}. .t :h:•: •..rr.. s{a•.>„• <+:f., •:2'tif'�'Y :.f::..-. ....., r......::..:,t:::... .. 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Ordered - 08/13/02 Freight - FOB.Destination Frt Prepaid Requested - 10/13/02 Placed By - RON SHUFFIELD 775-2170 Special Ins Per ITB 149-02/RS ATTN: Mike Buxkemper Description / Supplier Item Ordered UM Unit Cost UM Extension Req. Dt 0 3" Flange Bolt Sets 6.000 EA 1.8750 EA 11.25 09/13/02 3" X 4" nipples sch. 80 33.000 EA 1.7570 EA 57.98 09/13/02 2.5" X 4" nipples sch. 80 30.000 EA 1.5000 EA 45.00 09/13/02 2" X 4" nipples sch. 80 3.000 EA .5230 EA 1.57 09/13/02 1.5" X 2" nipples sch. 80 6.000 EA .2950 EA 1.77 09/13/02 1" X 2" nipples sch. 80 17.000 EA .1990 EA 3.38 09/13/02 1" X close nipples sch. 80 648.000 EA .1830 EA 118.58 09/13/02 1" X 12" nipples sch. 80 324.000 EA .5640 EA 182.74 09/13/02 1" X 4" nipples sch. 80 324.000 EA .2630 EA 85.21--09/13/02 " X close nipples sch. 80 658.000 EA .1240 EA 81.59 09/13/02 " X 12" nipples sch. 80 329.000 EA .3830 EA 126.01 09/13/02 " X 2" nipples sch. 80 38.000 EA .1300 EA 4.94 09/13/02 " X 4" nipples sch: 80 329.000 EA .1760 EA 57.90 09/13/02 1" 90's txt sch. 80 972 972.000 EA 1.5300 EA 1,487.16 09/13/02 " 90's txt sch. 80 987 987.000 EA 1.2160 EA 1,200.19 09/13/02 4" Class 200 PVC pipe gask 5800.000 EA 1.0795 EA 6,261.10 09/13/02 6" Class 200 PVC pipe (ft) 140.000 EA 2.7925 EA 390.95 09/13/02 3" Class 200 PVC pipe (ft) 1200.000 EA .7359 EA 883.08 09/13/02 2.5" Class 200 PVC pipe (f 1740.000 EA .5069 EA 882.01 09/13/02 2" Class 200 PVC pipe (ft) 2800.000 EA .3245 EA 908.60 09/13/02 1.5" Class 200 PVC pipe (f 3600.000 EA .2115 EA 761.40 09/13/02 1.25" Class 200 PVC pipe ( 3400.000 EA .1685 EA 572.90 09/13/02 1" Class 200 PVC pipe (ft) 6220.000 EA .1055 EA 656.21 09/13/02 " Class 200 PVC pipe (ft) 5800.000 EA .0824 EA 477.92 09/13/02 i" Class 315 PVC pipe (ft) 900.000 EA .0664 EA 59.76 09/13/02 3" Male Adapter sch. 40 69.000 EA 1.3610 EA 93.91 09/13/02 2.5" Male Adapter sch. 40 61.000 EA .9310 EA 56.79 09/13/02 2" Male Adapter sch. 40 9.000 EA .3160 EA 2.84 09/13/02 1.5" Male Adapter sch. 40 14.000 EA .2410 EA 3.37 09/13/02 1" Male Adapter sch. 40 37.000 EA .1470 EA 5.44 09/13/02 " Male Adapter sch. 40 2.000 EA .0830 EA .17 09/13/02 4" Tees sxs sch. 40 71.000 EA 4.7520 EA 337.39 09/13/02 TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CiTY OF LUBBOCK, TEXAS Seller and Buyer agree as follows: 1. FELLPR TO PACKAGE GOODS. Sella 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 1 of 4 boxes, and (d) the number ofthe container bearing the packing slip. Seller shall bear cost of packaging unless otherwise provided. Goods shall be suitably picked 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 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 ofthe goods shall not pass to Buyer until Buyer actually receives and takes possession ofthe goods at the point or points of delivery. .4. NO REPLACEMENT OF DEFECTIVE TENDER. Every carder of delivery of goods must fully comply with all provisions of this contract as to time of delivery, quality and the bike. 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 Tray reasonably notify Buyer of his intention to cure and may then nuke 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 ofthe bill of lading, and the frc:�h1 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 are submitted after delivery. 6. GRATUITIES. The Buyer may, by written notice to the Seller, eanceI this contract without liability to Seller iris 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 ofthe Seller, to any officer or employee ofthe City of Lubbock with a view to securing a contract or securing favorable treatment with respect to the awarding or amending, or the nuking ofany 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 Tights and remedies, to recover or withhold the amount ofthe cost incurred by Seller in providing such gratuities. 7. SPECIAL TOOLS & TEST EQUIPMENT. if the price stated on the face hereof includes the cost ofany special tooting or special test equipment fabricated or required by Sellcr for 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 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 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 on orders by others, or in the alternative. Buyer may anal this contract without liability to Seller for breach or Seller's actual experim 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 ofrighu 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 fa. 9. WARRANTY -PRODUCT. Seller shall not limit or exclude any implied warranties and any attempt to do r o shall render this contract voidable at the option ofthe Buyer. Seller warrants dint the goods furnished will conform to the specification, drawings, and descriptions listed in the bid in%station, and to the samples) finished by the Seller, if any. In the evcmt 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 firmwarc products delivered and services provided under this Contract, individually or in combination, its the cue may be from the effective date of this Conn'm Also, the Seller warrants the yw2000 calculations will be recognized and aceonumodated 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 patty 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 ofthe 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 arc separate and discrete from any other warranties specified in this Contract, and arc not subject to any disclaimer of wammty, implied or expressed, or limitation 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. le. SAFETY WARRANTY. Seller warrants that the product sold to the Buyer shall conform to the standards promulgated by the V. 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 expemsc. 11. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. TS. As part of this contract for sale Seller agrees to ascertain whether goods manufactured is accordance with the specifications attached to this agreement will give rise to the rightful claim of any third person byway of infringement ofthe like. Buyer makes no warranty that sbe 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 indemaiftation in the event that Seller is sued on the grounds of Infringement ofthe like. If Seller is ofthe opinion that an infringement or the hike 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. IfSeller in good faith ascertains the production of the goods in accordance with the specifications will result in tafr(ogcmcat or the like, the contract shall be mull 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 an or any part of the undelivered portion of this order if Seller breaches any of the terra berrof including warranties of Seller or if the Seller becomes insolvent or commits acts of bankruptcy. Such right of cancellation is is addition to and not in Neu of any other remedies which Buyer may have is 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 of the rights of Buyer set forth in Clause 13, herein. 15. FORCE MAJEURE. 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 perfomtanct is interfered with, and which bythe 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 inefrectivc for an, purpose unless made in conformity with this paragraph. 17. WAIVER. No claim or right wising 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 bids and performance provided by Buyer in its advertisement for bids, and any other documents provided by Seller as pan of bis bid, is intended by the parties as a foal expression of their agreement and intended also as a complete and exclusive statement ofthe terms 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 efrectivc and in fora on the date of this agreement 20. RIGHT TO ASSURANCE. Whenever one parry to this contract in good faith has reason to question the other patty's intent to perform be 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 parry 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 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 of the Seller or its employees, or of the subScller or auigmee or its employees, Vany, and the Seller shall, at his own expense, appear, defend and pay all charges ofanomeys and all costs and other expenses arising therefrom of incurred in connection therewith, and, if any judgment shall be tendered 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, thall in no way limit the responsibility to indemnify, keep and save harmless and defend the Buyer as herein provided. 22. TiME. It B 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 23, MBE. The City of Lubbock hereby notes 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 ofrace. color, sex or natural origin in consideration for an award. C:PURCILTERMCOND.DOC City of Lubbock P U R C H A S E 0 R D E R TO: WATERMASTER IRRIGATION BOX 64208 LUBBOCK TX 79464 Page - Date - Order No. - Brn/Plt - SHIP TO: CITY OF LUBBOCK MACKENZIE PARK SHOP 302 I-27 LUBBOCK TX 79401 3 8/13/02 228821-000 OP 3511 Ordered - 08/13/02 Freight - FOB.Destination Frt Prepaid Requested - 10/13/02 Placed By - RON SHUFFIELD 775-2170 Special Ins Per ITB 149-02/RS ATTN: Mike Buxkemper Description / Supplier Item Ordered UM Unit Cost UM Extension 3" Tees sxs sch. 40 33.000 EA 2.6270 EA 86.69 2.5" Tees sxs sch. 40 40.000 EA 2.0020 EA 80.08 2" Tees sxs sch. 40 31.000 EA .6060 EA 18.79 1.5" Tees sxs sch. 40 23.000 EA .4170 EA 9.59 1.25" Tees sxs sch. 40 32.000 EA .3450 EA 11.04 1" Tees sxs sch. 40 18.000 EA .2200 EA 3.96 " Tees sxs sch. 40 92.000 EA .1160 EA 10.67 1.5" x 1.5" x .5" Tees sxs 6.000 EA .8030 EA 4.82 1.25" x 1.25" x .5" Tees s 14.000 EA .6500 EA 9.10 1" x 1" x .5" Tees sxsxt s 41.000 EA .2720' EA 11.15 .75" x .75" x.5" Tees sxsx 30.000 EA .1780 EA 5.34 .5" x .5" x .5" Tees sxsxt 56.000 EA .1340 EA 7.50 2.5" x 2.5" x .75" Tees sx 1.000 EA 2.1930 EA 2.19 2" x 2" x .75" Tees sxsxt 10.000 EA 1.0120 EA 10.12 1.5" x 1.5" x .75" Tees sx 24.000 EA .8030 EA 19.27 1.25" x 1.25" x .75" Tees 43.000 EA .6500 EA 27.95 1" x 1" x .75" Tees sxsxt 72.000 EA .3890 EA 28.01 .75" x .75" x 75" Tees sxs 68.000 EA .2090 EA 14.21 3" x 3" x 1" Tees sxsxt sc 2.000 EA 3.1320 EA 6.26 2.5" x 2.5" x 1" Tees sxsx 9.000 EA 2.1930 EA 19.74 2" x 2" x 1" Tees sxsxt sc 84.000 EA 1.0120 EA 85.01 1.5" x 1.5" x 1" Tees sxsx 67.000 EA .8030 EA 53.80 1.25" x 1.25" x 1" Tees sx 49.000 EA .6500 EA 31.85 1" x 1" x 1" Tees sxsxt sc 11.000 EA .3890 EA 4.28 91 1" 90's sxt sch 40 102.000 EA .2200 EA 22.44 92 " 90's sxt sch. 40 111.000 EA .1160 EA 12.88 93 i" 90's sxt sch 40 33.000 EA .1010-- EA 3.33 94 4" x 3" Reducer Bushing 40.000 EA 1.9430 EA 77.72 95 4" x 2.5" Reducer Bushin 42.000 EA 1.9430 EA 81.61 96 3" x 2.5" Reducer Bushin 16.000 EA .8690 EA 13.90 97 3" x 2" Reducer Bushing 46.000 EA .8690 EA 39.97 98 2.5" x 2" Reducer Bushin 84.000 EA .5880 EA 49.39 Req. Dt 09/13/02 09/13/02 09/13/02 09/13/02 09/13/02 09/13/02 09/13/02 09/13/02 09/13/02 09/13/02 09/13/02 09/13/02 09/13/02 09/13/02 09/13/02 09/13/02 09/13/02 09/13/02 09/13/02 09/13/02 09/13/02 09/13/02 09/13/02 09/13/02 09/13/02 09/13/02 09/13/02 09/13/02 09/13/02 09/13/02 09/13/02 09/13/02 TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK, TEXAS Seller and Buyer agree as follows: J. 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) Coos Epee'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 4 boxes, tad (it) the number of the container bearing the packing slip. Seller shall bear cost of packsging unless otherwise provided Goods shall be suitably packed to secure lowest transportation costs and to conform with requirements of oommon carriers and any applicable specifications. Buyer's count or weight shalt be final and conclusive on shipments not accompanied by packing lists. 2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not authorized to ship the goods under reservation and no tender of a 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. 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 mad the supply agreement number if applicable, Invoices shall be itemized and transportation charges, ifany, shall be listed separately. A copy of the bill of lading, and the freight a.,t.iii when applicable, should be atuched 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. 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, so 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. Z SPECIAL TOOLS & TEST EQUIPMENT. if the price stated on the face bereof 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 Setier u 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 alterative. 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 ofrights 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, pereentage, brokerage or contingent fee. 9. WARRANTY -PRODUCT. Seller shall not limit or exclude any implied warranties and any attempt to do.-* 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, 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 fttmaare products delivered and services provided tinder 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 fumware failure. The City of Lubbock, at its sote 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 -Seiler or any third parry 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, nuy result in the City of Lubbock availing itself of any of iu rights under the law and under ibis Contract including, but not limited to, its tight pertaining to termination or default. The warranties contained herein are separate and discrete from any other warranties specified in this Contract, and in not subject to any ditslaimer ofwarranty, implied or expressed, or 14rdtation 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. So. 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 tiny return the product for correction or replacement at she Sellers 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. It. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As part of d& contract for sale Seller agrees to ascertain whether goods manufactured in accordance with the specifications attached to this agreement will give rise to the rightful claim of any third person by way of infringement of the like. Buyer makes no warranty that the production of goods according to the specification will not give rise to such a claim, and in no event shall Buyer be liable to Seller for indemnification in the event that Seller is sued on the grounds of Infringement of the like. If Scller 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 is accordance with the specifications will result in infringement cr the Ice, the contract shall be mull and void. 12. RIGHT OF INSPECTION. Buyer shall have the right to inspect the goods at delivery before "tins 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 afthe 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 ofwork under this order may be terminated in whole, or in part by the Buyer in accordance with ibis provision. Termination of work here under 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 tosses, resulting ifthe 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 unabk to preveaL 16. ASSIGNMENT -DELEGATION. No right or interest in this contract shall be assigned or delegation of any obligation made by Seller without the wrincn permission ofthe 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 in its advertisement for bids, and any other documents provided by Seller as part of his bid, is intended by the parties as a final expression of their agreement and intended also as a complete and exclusive statement of the terms oftheir agreement Whenever a trnn 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 tems "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 be may demand that the other party give written assurance of his intent to perform. In the event that a demand is nude 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, lass, 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 lay 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 subSelter 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 judgment shall be rendered against the Buyer in any such action, the Seller shall, at its own expenses, satisfy and discharge the same Seller expressly understands and agrees that any bond required by this contract, or otherwise provided by Seller, %ball in no way limit the responsibility to indernify, keep and save harmless Lad 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 subunit bids in response to this invitation and will not be discriminated agaian on the grounds ofracc, color, sex or natural origin in consideration for an award. CJPURCWTERMCOND.DDC City of Lubbock PURCHASE ORDER TO: WATERMASTER IRRIGATION BOX 64208 LUBBOCK TX 79464 Page - Date - Order No. - Brn/Plt - SHIP TO: CITY OF LUBBOCK MACKENZIE PARK SHOP 302 I-27 LUBBOCK TX 79401 Ordered - 08/13/02 Freight - FOB Destination Frt Prepaid Requested - 10/13/02 Placed By - RON SHUFFIELD 775-2170 Special Ins Per ITB 149-02/RS ATTN: Mike Buxkemper Description / Supplier Item 99 2" x 1.5" Reducer Bushin 100 2" x 1.25" Reducer Bush 2" x 1" Reducer Bushing sxs 1.5" x 1.25" Reducer Bush 1.25" x 1" Reducer Bushin 1" x .75" Reducer Bushing 1" x .75" Reducer Bushing .75" x .5" Reducer Bushin .75" x .5" Reducer Bushin 4" x 4" x 2" Tees sxsxs s 4" 90's sxs sch. 40 2" 90's sxs sch. 40 1.5" 90's sxs sch. 40 1.25" 90's sxs sch. 40 113 1" 90's sxs sch. 40 114 " 90's sxs sch. 40 115 i" 90's sxs sch. 40 116 i" 90's txt sch. 40 117 4" coupling sxs sch. 40 118 2" caps sxs sch. 40 119 i" cut off nipples PE This purchase order encumbers funds in N accordance with your response to IT.W49- purchasW, er by retpetnce: bid s itted 4 8/13/02 228821-000 OP 3511 Ordered UM Unit Cost UM Extension Req. Dt 148.000 EA .3670 EA 54.32 09/13/02 10.000 EA .3670 EA 3.67 09/13/02 32.000 EA .3670 EA 11.74 09/13/02 171.000 EA .2220 EA 37.06 09/13/02 214.000 EA .2090 EA 44.73 09/13/02 130.000 EA .1560 EA 20.28 09/13/02 17.000 EA .3380 EA 5.75 09/13/02 26.000 EA .0860 EA 2.24 09/13/02 100.000 EA .2410 EA 24.10 09/13/02 33.000 EA 4.7520 EA 156.82 09/13/02 2.000 EA 3.2030 EA 6.41 09/13/02 8.000 EA .4920 EA 3.94 09/13/02 5.000 EA .3140 EA 1.57 09/13/02 9.000 EA .2920 EA 2.63 09/13/02 11.000 EA .1670 EA 1.84 09/13/02 65.000 EA .0920 EA 5.98 09/13/02 4.000 EA .0830 EA .33 09/13/02 96.000 EA .1960 EA 18.82 09/13/02 4.000 EA 1.4680 EA 5.87 09/13/02 1.000 EA .2500 EA .25 09/13/02 279.000 EA .1030 EA 28.74 09/13/02 amount of $47,323.99 for a bid awarded Watermaster Irrigation of Lubbock, Texas on August 29, 2002 in 02/11S, Turf Irrigation Parts and Supplies. The following are incorporated into and made part of this by your firm including the Bid Form; Specifications, and General Conditions of ITB #149-02/RS. A ST: 'Mar¢ McDougal, Mayo;Rebecca �` Rebecca Garza, City Secretary APPROVED AS TO F M.1 lv-r� - Total Order William de Haas, Contracts Manager/Attorney Terms NET 10 EOM 47,323.99 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 same and address, (b) Consignee's nine, address and purchase order of purchase release number and the supply agreement number if applicable, (e) Container number sad total number of containers, e.g. box 1 cf 4 boxes, Lad (d) the number ofthe container bearing the packing slip. Seller shall bear cost of packaging unless otherwise provided. Goods shall be suitably picked to seem lowest transportation costs and to conform with requirements of common carriers and any applicable specifications. Buyer's count or weight shall be foul and conclusive on shipments not accompanied by packing lists. 2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not authorized to ship the goods under reservation and no tender of a bill of lading will operate as a tender orgoods. 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 DEFECII VE 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 ofhis 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 agreement number if applicable. Invoices shall be itemized and eanportation charges, if any, shall be listed separately. A copy ofthe 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. 0. Box 2000, Lubbock. Texas 79457. Payment shall not be due until the above instruments are submitted after delivery. b. GRATUITIES. The Buyer may, by written notice to the Seller, cancel this contract without liability to Sella if it is determined by Buyer that gratuities, in the forth of entertainment, gifts or otherwise, were offered or given by the Seller, or any agent or representative ofthe Seller, to any officer or employee ofthe City of Lubbock with a view to securing a contract or securing favorable treatmont with respect to the awarding or amending, or the making ofany determinations with respect to the performing of such a contact. 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 ofthe cost incurred by Seiler in providing such gratuities. 7 SPECIAL TOOLS & TEST EQUIPMENT. If the price stated on the face hereof includes the cost ofany 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 ofthe 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 shalt be reduced to the Seller's current prices on orders by others, or in the alternative. Buyer may canal 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 ofthis warranty the Buyer shall have the right in addition to any other right of rights to canal 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 ra shall render this Contract voidable at the option ofthe Buyer. Seller warrants that the goods furnished will conform to the specification, drawings, and descriptions listed in the bid imitation, and to the samples) 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 Sella 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 C"nr L Also, the Sella warrants the year2000 calculations will be recognized and accommodated and will not, In any way. tsult in hardware, software or fumware failure. The City of Lubbock st its sole option, may require the Seller, at any time, to demonstrate the procedures it intends to follow in eider 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 ofthe products and services to be delivered to the City of Lubbock under this Contract. Failure to comply with any ofthe obligations contmed. herein, any result in the City of Lubbock availing itself ofany 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 ofwarranty, implied or expressed, or limitation ofthe Sellers liability which may be specked in this Contract. its appendices, its schedules, its annexes or any document incorporated in this Contact 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 retum the product for correction or replacement at the Seller's expense. In the event Seiler fails to make the appropriate correction within a reasonable time. Correction made by Buyer will be at the Seller's expenses 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 will not give rise to such a claim, and in no event shall Buyer be liable to Seller for indemnifiation in the event that Seller issued on the grounds of infringement ofthe like. if Seller is of the opinion that an infringement or the lice will result, be will notify the Buyer to this effect in writing within two weeks after the signing ofthis 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 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 ofthe terms hereof including warranties of Seiler 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 input by the Buyer in accordance with this provision. Termination ofwork hereunder shall be effected by the delivery ofthe Seller of a "Notice ofTamination" 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 temniaation is in addition to and not in lieu ofthe rights of Buyer set forth in Clause 13, hereia. 15. FORCE MAJEURE. Neither party shall be held responsible for losses, resulting if the futrUntcnt ofany tern ofprovisions ofthis 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 prtvenL 16. ASSiGNMENT•DELEGATION. No right or interest in this contract shall be assigned or delegation ofany obligation made by Seller without the written permission ofthe 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 daim or right arising out of a breach ofthis 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 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 of thew agreement. Whenever a term defuued 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 ofthis agrctment. 20. RIGHT TO ASSURANCE. Whenever one party to this contract in good faith has reason to question the other party's intent to perform be may demand that the other parry give written assurance of his intent to perform. In the event that a demand is rude 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 some against the Buyer in consequence ofthe granting ofthis Contractor which may anywise result therefrom, whether or scot it shall be alleged or determined that the act was caused through negligence or omission of the Seller or its employees, or of the subSellcr 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 same Seller expressly understands and agrees that any bond required by this coatrat:4 or otherwise provided by Seller, shalt 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 ofthis contract, sad failure by contract to meet the time specifications of this agrctment will cause Seller to be in default ofthis agreemeaL 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 is 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:PURCii,TERMCOND.DOC.