Loading...
HomeMy WebLinkAboutResolution - 2001-R0190 - Purchase Order For Pipe, Valves, And Fittings - Hanson Pipe & Products, Inc. - 05/10/2001Resolution No. 2001-RO190 May 10, 2001 Item No. 52 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 Bid #101-01/LR for pipe, valves and fittings, by and between the City of Lubbock and Hanson Pipe & Products, Inc. of Grand Prairie, 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 10th day of May , 2001. WINDY SI ON, MAYOR ATTEST: Rebecca Garza, City Secretary APPROVED AS TO CONTENT: yl:i�' Victor Kilman, Vurchasing Manager APPROVED AS TO FORM: &' "L William de Haas Contract Manager/Attorney gs/ccdocs/PurchOrd-Hanson Pipe & Products,Inc.res May 01, 2001 TO: City of Lubbock PURCHASE ORDER HANSON PIPE & PRODUCTS INC 1003 N MACARTHUR GRAND PRARIE TX 75050 Resolution Page - Date - Order No. - Brn/Plt - SHIP TO: No. 2001-RO190 1 5/30/01 202417-000 OP 3511 CITY OF LUBBOCK MUNICIPAL BUILDING -REAR DOCK 1625 13TH STREET ROOM L06 LUBBOCK TX 79401 Ordered - 05/11/01 Freight - FOB Destination Frt Prepaid Requested - 07/06/01 Placed By - LAURA RITCHIE (806)775-2163 Special Ins ATTN: JAMES DEEN REFERENCE ITB #101-01/LR Description / Supplier Item Ordered UM Unit Cost UM --------------------------- --------------- ------------- --- - 36" PIPE WITH ALL 13000.000 FT 41.6300 FT APPURTENANCES FOR WATERTIGHT CONNECTIONS AT EACH JOINT, PER BID SPECIFICATIONS. 36" FLANGED DI OR PRE -TEN- 4.000 EA 5,140.0000 EA SIGNED CONCRETE CYLINDER PIPE, 17.5 FEET LONG WITH GASKETS AND APPURTENANCES FOR WATERTIGHT CONNECTIONS AT EACH JOINT. 36" FLANGED ONE END DI OR 1.000 EA 2,570.0000 EA PRE -TENSIONED CONCRETE CYLINDER PIPE, 2 FEET LONG WITH ALL GASKETS AND APPURTENANCES FOR WATER -TIGHT CONNECTIONS AT EACH JOINT. TRANSITION FITTING FOR 1.000 EA 1,490.0000 EA EXISTING GIFFORD HILL AMERICAN P-303 PIPE TO 36" CAST IRON SIZE PIPE WITH ALL GASKETS AND APPURTENANCE FOR WATER -TIGHT CONNECTIONS AT EACH JOINT. DUCTILE IRON 45 DEGREE 4.000 EA 1,260.0000 EA MJ X MJ BENDS OR FABICATED PRE -TENSIONED CONCRETE CYLINDER FITTING WITH ALL GASKETS AND APPURTENANCES FOR WATER -TIGHT CONNECTIONS AT EACH JOINT. 22.5 DEG FL BEND 2.000 EA 3,150.0000 EA DUCTILE IRON 22.5 DEGREE FL X FL BLEND, OR FABRICATED PRE -TENSIONED CONCRETE CYLINDER FITTING, COMPLETE WITH ALL GASKETS AND APPURTENANCES FOR WATERTIGHT CONNECTIONS AT EACH JOINT, PER ATTACHED SPECIFICATIONS, SECTION 02515. 36" 90 DEG WITH BASE BEND 1.000 EA 4,090.0000 EA DUCTILE IRON 90 DEGREE FL X FL BASE MOUNTED BEND, OR FABRICATED PRE -TENSIONED CONCRETE CYLINDER FITTING, COMPLETE WITH ALL GASKETS & APPURTENANCES FOR WATERTIGHT CONNECTIONS AT EACH JOINT, PER ATTACHED SPECIFICATIONS, SECTION 02515. 22.5 DEG BEND MJ 1.000 EA 930.0000 EA DUCTILE IRON 22.5 DEGREE MJ X MJ BEND, OR FABRICATED PRE -TENSIONED CONCRETE CYLINDER FITTING, COMPLETE WITH ALL GASKETS AND APPURTENANCES FOR WATERTIGHT CONNECTIONS AT EACH Extension Req. Dt ----------------- -------- 541,190.00 07/06/01 20,560.00 07/06/01 2,570.00 07/06/01 1,490.00 07/06/01 5,040.00 07/06/01 6,300.00 07/06/01 4,090.00 07/06/01 930.00 07/06/01 TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK, TEXAS Seller and Buyer agree as follows: t. SELLER TO PACKAGE GOODS. Seller will package goods in accordance with good may return the product for correction or replacement at the Seller's expense. In the event commercial practice. Each shipping container shall be clearly and permanently marked as Seller fails to make the appropriate correction within a reasonable time, correction made by follows (a) Seller's name and address, (b) Consignee's name, address and purchase order or Buyer will be at the Seller's expense. purchase release number and the supply agreement number if applicable, (c) Container number it. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As part of this contract for and total number of containers, e.g. box I of boxes, and (d) the number of the container sale Seller agrees to ascertain whether goods manufactured in accordance with the bearing the packing slip. Seller shall bear cost of packaging unless otherwise provided. specifications attached to this agreement will give rise to the rightful claim of any third person Goods shall be suitably packed to secure lowest transportation costs and to conform with by way of infringement of the like. Buyer makes no warranty that the production of goods requirements of common carriers and any applicable specifications. Buyer's count or weight according to the specification will not give rise to such a claim, and in no event shall Buyer be shall be final and conclusive on shipments not accompanied by packing lists. liable to Seller for indemnification in the event that Seller is sued on the grounds of 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. infringement of the like. If Seller is of the opinion that an infringement or the like will result, he will notify the Buyer to this effect in writing within two weeks after the signing of this 3. TITLE AND RISK OF LOSS. The title and risk of loss of the goods shall not pass to Buyer 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 goad faith ascertains the until Buyer actually receives and takes possession of the goods at the point or points of eult in infringement or the production of the goods in accordance with the specifications will result delivery. like, the contract shall be null and void. 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 12. RIGHT OF INSPECTION. Buyer shall have the right to inspect the goods at delivery before 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 accepting them. 13. CANCELLATION. Buyer shall have the right to cancel for default all or any part of the has not yet expired, the Seller may reasonably notify Buyer of his intention to cure and may undelivered portion of this order if Seller breaches any of the terms hereof including warranties Seller if the Seller becomes insolvent or commits acts of bankruptcy. Such right of then make a conforming tender within the contract time but not afterward. of or cancellation is in addition to and not in lieu of any other remedies which Buyer may have in 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 law or equity. 14. TERMINATION. The performance of work under this order maybe terminated in whole, or 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 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 frciNa 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 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 until the above instruments are submitted after delivery. rights of Buyer set forth in Clause 13, herein. 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 15. FORCE MAJEURE. Neither party shall be held responsible for losses, resulting if the fulfillment of any terms of provisions of this contract is delayed or prevented by any cause not or otherwise, were offered or given by the Seller, or any agent or representative of the Seller, within the control of the party whose performance is interfered with, and which by the exercise to any officer or employee of the City of Lubbock with a view to securing a contract or of reasonable diligence said party is unable to prevent. securing favorable treatment with respect to the awarding or amending, or the making of any 16. ASSIGNMENT -DELEGATION. No right or interest in this contract shall be assigned or determinations with respect to the performing of such a contract. In the event this contract is delegation of any obligation made by Seller without the written permission of the Buyer. Any canceled by Buyer pursuant to this provision, Buyer shall be entitled, in addition to any other attempted assignment or delegation by Seller shall be wholly void and totally ineffective for all rights and remedies, to recover or withhold the amount of the cost incurred by Seller in purpose unless made in conformity with this paragraph. providing such gratuities. . 17. WAIVER. No claim or right arising out of a breach of this contract can be discharged in 7. SPECIAL TOOLS & TEST EQUIPMENT. if the price stated on the face hereof includes the whole or in part by a waiver or renunciation of the claim or right unless the waiver or cost of any special tooling or special test equipment fabricated or required by Seller for the renunciation is supported by consideration and is in writing signed by the aggrieved party. 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 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 the Seller as such. provided by Seller as part of his bid, is intended by the parties as a final expression of their S. WARRANTY -PRICE. agreement and intended also as a complete and exclusive statement of the terms of their a. The price to be paid by the Buyer shall be that contained in Seller's bid which Seller agreement. Whenever a term defined by the Uniform Commercial Code is used in this warrants to be no higher than Sellers current process on orders by others for products of the agreement, the definition contained in the Code is to control. 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 19. APPLICABLE LAW. This agreement shall be governed , it shall the Uniform Commercial Code. is used, Where ever the term "Uniform Commercial Code" construed as meaning the the items shall be reduced to the Seller's current prices on orders by others, or in the Buyer may cancel this contract without liability to Seller for breach or Seller's Uniform Commercial Code as adopted in the State of Texas as effective and in force on the alternative. actual expense. date of this agreement. b. The Seller warrants that no person or selling agency has been employed or retained to 20. RIGHT TO ASSURANCE. Whenever one party to this contract in good faith has reason to solicit or secure this contract upon an agreement or understanding for commission, percentage, question the other party's intent to perform he may demand that the other party give written brokerage, or contingent fee excepting bona fide employees of bona fide established assurance of his intent to perform. In the event that a demand is made and no assurance is commercial or selling agencies maintained by the Seller for the purpose of securing business. given within five (5) days, the demanding party may treat this failure as an anticipatory For breach of vitiation of this warranty the Buyer shall have the right in addition to any other repudiation of the contract. right of rights to cancel this contract without liability and to deduct from the contract price, ar 21. INDEMNIFICATION. Seller shall indemnify, keep and save harmless the Buyer, its agents, otherwise recover without liability and to deduct from the contract price, or otherwise recover officials and employees, against all injuries, deaths, loss, damages, claims, patent claims, suits, the full amount of such commission, percentage, brokerage or contingent fee. liabilities, judgments, costs and expenses, which may in anywise accrue against the Buyer in 9. WARRANTY -PRODUCT. Seller shall not limit or exclude any implied warranties and any consequence of the granting of this Contract or which may anywise result therefrom, whether attempt to do ra shall render this contract voidable at the option of the Buyer. Seller warrants or not it shall be alleged or determined that the act was caused through negligence or omission that the goods furnished will conform to the specification, drawings, and descriptions listed in of the Seller or its employees, or of the subSeller or assignee or its employees, if any, and the the bid imitation, and to the sample(s) furnished by the Seller, if any. In the event of a Seller shall, at his own expense, appear, defend and pay all charges of attorneys and all costs conflict or between the specifications, drawings, and descriptions, the specifications shall and other expenses arising therefrom of incurred in connection therewith, and, if any judgment govern. Notwithstanding any provisions contained in the contractual agreement, the Seller shall be rendered against the Buyer in any such action, the Seller shall, at its own expenses, represents and warrants fault -free performance and fault -free result in the processing date and satisfy and discharge the same Seller expressly understands and agrees that any bond required date related data (including, but not limited to calculating, comparing and sequencing) of all by this contract, or otherwise provided by Seller, shall in no way limit the responsibility to hardware, software and firmware products delivered and services provided under this Contract, indemnify, keep and save ham less and defend the Buyer as herein provided. 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 22, TIME. U 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 will not, in any way, result in hardware, software or firmware failure. The City of Lubbock, at agreement will cause Seller to be in default of this agreement. 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 23. MBE. The City of Lubbock hereby notifies all bidders that in regard to any contract entered 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 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 of Lubbock under this Contract. Failure to comply with any of the obligations contained on the grounds of race, color, sex or natural origin in consideration for an award. 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 Iimitation 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. Seiler 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 G:PURCHNERMCOND.DOC G Z T Y U ® i City of Lubbock Page - 2 PURCHASE ORDER Date - 5/30/01 (r Order No. - 202417-000 OP Brn/Plt - 3511 TO: HANSON PIPE & PRODUCTS INC 1003 N MACARTHUR GRAND PRARIE TX 75050 SHIP TO: CITY OF LUBBOCK MUNICIPAL BUILDING -REAR DOCK 1625 13TH STREET ROOM L06 LUBBOCK TX 79401 ------------------------------ -------- Ordered - 05/11/01 Freight - FOB Destination Frt Prepaid Requested - 07/06/01 Placed By - LAURA RITCHIE (806)775-2163 Special Ins ATTN: JAMES DEEN REFERENCE ITB #101-01/LR Description / Supplier Item Ordered UM Unit Cost UM Extension Req. Dt ------------------------- JOINT, PER ATTACHED SPECIFICATIONS, SECTION 02515. 36 INCH PIPE COUPLER 1.000 EA 3,330.0000 EA 3,330.00 07/06/01 36" PIPE COUPLER, MJ X MJ, COMPLETE WITH ALL'GASKETS AND APPURTENANCES FOR WATERTIGHT CONNECTIONS AT EACH JOINT, PER ATTACHED SPECIFICATIONS, SECTION 02515. This purchase order encumbers funds in the amount of $58,500.00 for a bid awarded to Hanson Pipe & Products of Grand Prarie, Texas on April 24, 2001. In accordance with your response to IT #101-01/LR, Pipes, Valves &Fittings. The following are incorporated into and made part of this purchase or r b r ference: bid submitted b//Jour firm including the Bid Form; Specifications, and General Conditions of ITB #101-011LR. CITY OF ATT T: Windy Sitton, Mayor Rebec Garza, City Secretary APPROVE AS TO FORM: William de Haas, Contract Manager/Attorney Total Order Terms 2%/10, NET 30 585,500.00 TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK, TEXAS Seller and Buyer agree as follows: 1. SELLER TO PACKAGE GOODS. Seller will package goods in accordance with good commercial practice. Each shipping container shall be clearly and permanently marked as follows (a) Seller's name and address, (b) Consignee's name, address and purchase order or purchase release number and the supply agreement number if applicable, (c) Container number and total number of containers, e.g. box I of 4 boxes, and (d) the number of the container bearing the packing slip. Seller shall bear cost of packaging unless otherwise provided. Goods shall be suitably packed to secure lowest transportation costs and to conform with requirements of common carriers and any applicable specifications. Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not authorized to ship the goods under reservation and no 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 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 transportation charges, if any, shall be listed separately. A copy of the bill of lading, and the freight a ,:,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. 6. GRATUITIES. The Buyer may, by written notice to the Seller, cancel this contract without liability to Seller if it is determined by Buyer that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Seller, or any agent or representative of the Seller, to any officer or employee of the City of Lubbock with a view to securing a contract or securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performing of such a contract. In the event this contract is canceled by Buyer pursuant to this provision, Buyer shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by Seller in providing such gratuities. 7. 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 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 ro shall render this contract voidable at the option of the Buyer. Seller warrants that the goods famished 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 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 Ci 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. 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 &PURCHITERMCOND.DOC 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. it. 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 third person byway of infringement of the like. Buyer makes no warranty that the production of goods according to the specification will not give rise to such a claim, and in no event shall Buyer be liable to Seller for indemnification in the event that Seller is sued on the grounds of infringement of the like. If Seller is of the opinion that an infringement or the like will result, he will notify the Buyer to this effect in writing within two weeks after the signing of this agreement. If Buyer does not receive notice and is subsequently held liable for the infringement or the like, Seller will save Buyer harmless. If Seller in good faith ascertains the production of the goads in accordance with the specifications will result in infringement or the like, the contract shall be null and void. 12. RIGHT OF INSPECTION. Buyer shall have the right to inspect the goods at delivery before accepting them. 13. CANCELLATION. Buyer shall have the right to cancel for default all or any part of the undelivered portion of this order if Seller breaches any of the terms hereof including warranties of Seller or if the Seller becomes insolvent or commits acts of bankruptcy. Such right of cancellation is in addition to and not in lieu of any other remedies which Buyer may have in law or equity. 14. TERMINATION. The performance of work under this order may be terminated in whole, or in part by the Buyer in accordance with this provision. Termination of work hereunder shall be effected by the delivery of the Seller of a "Notice of Termination" specifying the extent to which performance of work under the order is terminated and the date upon which such termination becomes effective. Such right or termination is in addition to and not in lieu of the rights of Buyer set forth in Clause 13, herein. 15. FORCE MAJEURE. Neither party shall be held responsible for losses, resulting if the fulfillment of any terms of provisions of this contract is delayed or prevented by any cause not within the control of the party whose performance is interfered with, and which by the exercise of reasonable diligence said parry is unable to prevent. 16. ASSIGNMENT -DELEGATION. No right or interest in this contract shall be assigned or delegation of any obligation made by Seller without the written permission of the Buyer. Any attempted assignment or delegation by Seller shall be wholly void and totally ineffective for all purpose unless 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 of their agreement. Whenever a term defied 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 perform. In the event that a demand is made and no assurance is given within five (5) days, the demanding party may treat this failure as an anticipatory repudiation of the contract. 21. INDEMNIFICATION. Seller shall indemnify, keep and save harmless the Buyer, its agents, officials and employees, against all injuries, deaths, loss, damages, claims, patent claims, suits, liabilities, judgments, costs and expenses, which may in anywise accrue against the Buyer in consequence of the granting of this Contract or which may anywise result therefrom, whether or not it shall be alleged or determined that the act was caused through negligence or omission of the Seller or its employees, or of the subSeller or assignee or its employees, if any, and the Seller shall, at his own expense, appear, defend and pay all charges of attorneys and all costs and other expenses arising therefrom of incurred in connection therewith, and, if anyjudgment 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 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 ry 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.