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Home My WebLink AboutResolution - 2000-R0149 - PO - APSCO - Submersible Pumps & Pumping Equipment - 05/25/2000Resolution N0. 2000-80149 May 25, 2000 Item No. 33 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 to furnish submersible pumps & pumping equipment, by and between the City of Lubbock and APSCO, 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 25th day of May 2000. rd'' I OWN v 0 Will, Ewe] - ATTEST: Kaytlii arnell, City Secretary APPROVED AS TO CONTENT: V` Victor Kiln*m, Purchasing Manager APPROVED AS TO FORM: r4 William de Haas Competition and Contract Manager/Attorney Ccdocs/Purchase Order-APSCO.res May 16, 2000 t Y O I City of Lubbock PURCHASE ORDER ll 11 TO: APSCO 515 E 50TH LUBBOCK TX 79404 Resolution No. 2000-RO149 Page - 1 Date - 5/26/00 Order No. - 178506-000 OP Brn/Plt - 3511 SHIP TO: CITY OF LUBBOCK WATER TREATMENT PLANT ATTN BOB WINKLEMAN 6001 NORTH GUAVA AVENUE LUBBOCK TX 79403 .....................................------..............------------------. . Ordered - 05/25/00 Freight FOB Destination Frt Prepaid Requested - 06/02/00 Placed By - LAURA RITCHIE (806)775-2163 Special Ins ATTN: JOE RIKER REFERENCE ITB #00.054 .................................... ....................................... Description / Supplier Item Ordered UM Unit Cost UM Extension -.--- Req. Dt PUMPING -UNIT, -WELL #185 -- - --1.000- EA 2,030.6500- EA 2,030.65 06/02/00 INCLUDES PUMP, MOTOR, CABLE CHECK VALVE AND SHROUD PER BID SPECIFICATIONS COLUMN PIPE, 4" CERTA-LOCK 220.000 FT 3.2900 FT 723.80 06/02/00 OR APPROVED EQUAL, INCLUDES ALL MATERIALS TO LOCK JOINTS TOGETHER 24"SQUARE X.75" FABRICATED 1.000 EA 95.0000 EA 95.00 06/02/00 BASE PLATE CERTA-LOCK 4" STAINLESS 2.000 EA 84.0000 EA 168.00 06/02/00 STEEL ADAPTER 4" DIA X 6" LONG SCH 40 4.000 EA 5.3700 EA 21.48 06/02/00 NPT BLACK STEEL NIPPLE 4" DIA X 36" LONG SCH 40 1.000 EA 28.5000 EA 28.50 06/02f00 NPT BLACK STEEL NIPPLE 4" DIA X 48" LONG SCH 40 2.000 EA 40.0000 EA 80.00 06/02/00 NPT BLACK STEEL NIPPLE 4" BRONZE GATE VALVE 1.000 EA 36.0000 EA 36.00 06/02/00 BOTH ENDS FEMALE NPT 4" NPT BLACK STEEL PLUG 1.000 EA 4.2000 EA 4.20 06/02/00 4" X 4" X 4" NPT BLACK 1.000 EA 22.5000 EA 22.50 06/02/00 STEEL TEE PLASTIC CABLE TIES 30.000 EA .4500 EA 13.50 06/02/00 PUMPING UNIT, WELL #225 1.000 EA 2,478.7500 EA 2,478.75 06/02/00 INCLUDES PUMP, MOTOR, CABLE CHECK VALVE AND SHROUD PER BID SPECIFICATIONS COLUMN PIPE, 6" CERTA-LOCK 190.000 EA 6.6400 EA 1,261.60 06/02/00 OR APPROVED EQUAL, INCLUDES ALL MATERIALS TO LOCK JOINTS TOGETHER 24"SQUARE X.75" FABRICATED 1.000 EA 95.0000 EA 95.00 06/02/00 BASE PLATE TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK. TEXAS Setter 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 pcm=ently marked as follows (a) seller's acme and address, (b) Consignee's name, address and purchase order or purchase release number and the supply agreement amber Jfapplicable, (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 shalt 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. Setter Is not authorized to ship the goods under reservation and no tender oto bill of lading will operate as a tender of goods. 3. TITLE AND RISK OF LOSS. The tide and risk of loss of the goods shall not pus to Buyer until Buyer actually receives and takes possession of the goods at the point orpoims of delivery. 4. NO REPLACEMENT OF DEFECTIVE TENDER Every tender of delivery of goods anal fully comply with all provisions of this contract as to time of delivery, quality and the hike. If a tender is made which does not filly conform, this shall constitute a brach and Seger shalt 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. S. INVOICES & PAYMENTS. a. Seller shall submit separate invoices, in duplicate, one each purchase order or purchase release after each delivery. Invoices shall indicate the purchase order or purchase release number and the supply agreement number if applicable. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading, and the freight waybill when applicable, should be attached to the invoice. Mail To: Accounts Payable, City of Lubbock P.O. Box 2000, Lubbock, Texas 79457. Payment shall not be due until the above instruments arc submitted after delivery. L GRATUITIES. The Buyer may, by written notice to the Seller, cancel this contract without liability to Seller if it is determined by Buyer ghat gratuities, in the form ofeneminment, 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 otany 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 withheld the amount of the cost incurred by Seller in providing such gratuities. 7. SPECIAL TOOLS & TEST EQUIPMENT. If the price stated on the face hereof includes the cost of any special tooling or special test equipment fabricated or requited by Seller for the purpose of filling this order, such special tooling equipment and any process sheets related tereo shall become the property of the Buyer and to the extent feasible shalt be identified by de Seller as such. 1L WARRANTY -PRICE. L The price to be paid by the Buyer shalt be that contained in Seller's bid which Seller warns to be no higher than Setter'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. to the evert 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" Seller's actual expense. b. The Seller warrants that no person or selling agency his 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. Setter shall not limit or exclude any implied warranties and any attempt to do so shall tender 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 invitation, and to the samples) furnished by the Seller. if any. In the Mut of s 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-1Fce performarhee and duh-ftee mutt 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, Individhaly or in combination. as the ase may be from time 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 cote 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. is sub -Seller or any third party Involved in the action or development of the products and services to be delivered to the City of Lubbock under this Contract. Failure to comply with any orthe obligations contained herein, may result in the Cry of Lubbock availing itself of any of its rights under the law and under ibis Contract including, but not limited o, its fight pertaining o 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 doemunent incorporated in this Comtratt by reference. 110. SAFETY WARRANTY. Setter warrants that the product sold to the Buyer shill 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:PURCW LERAICOND.DOC any return the product for correction or replacement at the Setter's expense. In the event Seller fails to make the appropriate correction within a reasonable time. eorseaioo made by Buyer will be at the Seller's ecpense. 11. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As part of itis contract for sale Seller agrees to ascertain whether goods manufactured in accordance with the specifications attached to this agreement will give rise to the righdul claim ofany third person by way of inhingement of the like- Buyer makes no warranty that the production ofgoods according to the specification will not give rise to such a claim and in no event shall Buyer be liable to Seller for indemnification to the event that Seller is sued on the grounds of iafringement of the hike. if Seller is of the opinion that an Infringement or. the hike will result. be will notify the Buyer o this effect in writing within two weeks after the signing of tris a2menenL If Buyer does not receive notice and is subsequently held liable for the infringement or the hike. 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 of the Wee, The contract shalt be null and void. 12. RIGHT OF INSPECTION. Buyer shall have the right to hupect the goods at delivery before accepting them, 13. CANCELLATION. Buyer shall have the right to cancel for defauh all or any part of the undelivered portion of this order if Seller breaches any ordie ems hereof including warranties of Seller or if the Seller becomes Insolent or conunits 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 to whole. Ge in part by the Buyer in accordance with this provision.. Termination of work hereunder shalt be effected by die delivery of the Seller of a "Notice of Tenniration" 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 tribe fulfillment of any terns 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 to exercise of reasonable diligence said party Is unable to prevent. I& ASSIGNMENT -DELEGATION. No right or interest in this contract tall 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 indlectivc 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 die waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. IL 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 Setter as pan of his bid, is intended by die parties as a final expression of their agreement and intended also ss a complete and "elusive statement of the ternms oftheir agreement. Whenever a term defined by the Uniform Conmhercial 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 panty's intent to perform he may demand that the other party give written assurance of bis intent to perforL In the event that a demand is nude and no assurance is given within five (S) days, the demanding party may treat this failure as an anticipatory repudiation of the contract 21. INDEMNIFICATION. Seller shall indemnify, keep and save hamhless die Buyer. its agents, officials and employees, against all injuries, deaths, loss, damages, claims, parent claims, suits, liabilities, judgments, costs and expenses, which may in anywise accrue against the Buyer in consequence of the granting of this Concoct or which may anywise result therefrom, whether or not it shall be alleged or determined that the set was caused through negligence or omission of the Seller or its employees, or of the subSeller or assignee or its employees, if any, and de Scher shall, at his own expense, appear, defend and pay all charges of attomeys and an costs and other expenses arising turcfrom of incurred in connection therewith, and, if any judgment shall be tendered against the Buyer in any such action. the Setter shall, at its own expemses, satisfy and discharge the same Seller expressly understands and agrees that any bond requtrcd: 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 aged and understood that time is of the essence fir tie performance of this contract, and failure by contract to acct the time specifications of" 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 wll be afforded equal opportunities to submit bids to 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. t T Y O I City of Lubbock- Page 2 P U R C H A S E 0 R'D E R Date 5/26/00 Order No. 178506-000 OP j Brn/Pit 3511 TO: APSCO 515 E 50TH LUBBOCK TX 79404 SHIP TO: CITY OF LUBBOCK WATER TREATMENT PLANT ATTN BOB WINKLEMAN 6001 NORTH GUAVA AVENUE LUBBOCK TX 79403 ................................................................................... Ordered - 05/25/00 Freight - FOB Destination Frt Prepaid Requested - 06/02/00 Placed By - LAURA RITCHIE (806)775-2163 Special Ins ATTN: JOE RIKER REFERENCE ITB #00.054 ...................................................................................... Description / Supplier Item Ordered UM .. ............... Unit Cost UM ................... Extension Req. Dt ........ . .......................................... CERTA-LOCK 6" STAINLESS 2.000 EA 115.2500 EA 230.50 06/02/00 STEEL ADAPTER 6" DIA X 6" LONG SCH 40 4.000 EA 14.3000 EA 57.20 06/02/00 NPT BLACK STEEL NIPPLE 6" DIA X 36" LONG SCH 40 1.000 EA 76.0000 EA 76.00 06/02/00 NPT BLACK STEEL NIPPLE 6" DIA X 48" LONG SCH 40 2.000 EA 101.0000 EA 202.00 06/02/00 NPT BLACK STEEL NIPPLE 6" CAST IRON GATE VALVE 1.000 EA 210.0000 EA 210.00 06/02/00 BOTH ENDS FEMALE NPT 6" NPT BLACK STEEL PLUG 1.000 EA 11.0000 EA 11.00 06/02/00 6" X 6" NPT BLACK STEEL 1.000 EA 65.0000 EA 65.00 06/02/00 TEE PLASTIC CABLE TIES 20.000 EA .5000 EA 10.00 06/02/00 PUMPING UNIT, WELL #227 1.000 EA 2,277.5500 EA 2,277.55 06/02/00 INCLUDES PUMP, MOTOR, CABLE CHECK VALVE AND SHROUD PER BID SPECIFICATIONS COLUMN PIPE, 4" CERTA•LOCK 250.000 EA 3.3000 EA 825.00 06/02/00 OR APPROVED EQUAL, INCLUDES ALL MATERIALS TO LOCK JOINTS TOGETHER 24"SQUARE X.75" FABRICATED 1.000 EA 95.0000 EA 95.00 06/02/00 BASE PLATE CERTA-LOCK 4" STAINLESS 2.000 EA 84.0000 EA 168.00 06/02/00 ADAPTER 4" DIA X 6" LONG SCH 40 4.000 EA 5.3700 EA 21.48 06/02/00 NPT BLACK STEEL NIPPLE 4" DIA X 36" LONG SCH 40 1.000 EA 28.5000 EA 28.50 06/02/00 NPT BLACK STEEL NIPPLE 4" DIA X 48" LONG SCH 40 2.000 EA 40.0000 EA 80.00 06/02/00 NPT BLACK STEEL NIPPLE 4" BRONZE GATE VALVE 1.000 EA 36.0000 EA 36.00 06/02/00 TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCKi TEXAS Seiler and Buyer agree as follows: 1. SELLER TO PACKAGE GOODS. Seller will package goods In accordance with brood commercial practice. Each shipping container shall be clearly and permanently marked as follows (a) Sellee's name and address, (b) Consignee's name, address and purchase order or purchase release number and the supply agreement number Ifapplicable, (c) Container number and tout number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing slip. Seller shall bar cost of packaging unless otherwise provided. Goods shall be suitably packed to at= lowest transportation costs and to conform with requirements of common carriers and any appliabie specifications. Buyer's count or weight shad W final and conclusive on shipments not accompanied by packing lists. 2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not suthorkcd to ship the goods under reservation and no tender ora bin of lading will operate as a under of goods. 3. TITLE AND RISK OF LOSS. The tide 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 ofdeGvery ofgoods trust tally comply with all provisions of this contract as to time of delivery, quality and the like. if a tender is made which does not tally conform this shall constitute a breach and Seller shall not have the right to substitute a conforming tender, provided, where the time for performance las not yet expired, the Seller may reasonably notify Buyer of his Intention to cure and may then make a conforming under within the contract time but not afterward. S. INVOICES & PAYMENTS. s. 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 appticabte. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of tie bill of lading, and the freight waybill when applicable, should be attached to the invoice. Mail To: Accounts Payable, City of Lubbock P. O. Box 2000, Lubbock, Texas 79457. Payment shall not be due until the above instruments are submitted after delivery. 6. GRATUITIES. The Buyer may, by written notice to the Seller, cancel this contract without liability to Seller if it is determined by Buyer that gratuities, in the form of enterainmcot, gifts or otherwise, were offered or green 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 nuking 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 rights and remedies, to recover or withhold the amount of the cost incurred by Seller in providing such gratuities. 7. SPECIAL TOOLS & TEST EQUIPMENT. If the price stated on the face hereof includes the cost of any special tooting 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. L WARRANTY -PRICE L 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 oriike 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 die alternative. Buyer may cancel this contract without liability to Seller for breach or Sella': actual expense. L 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 emplovees ofbona fide established eomnerciat or selling agencies maintained by the Seller for the purpose of securing business. For breach or viciation 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 wammies and any attempt to do so shall tender this contract voidable at the option of the Buyer. Seller warrants that the goods famished will conform to the specification, drawlngs, and descriptions listed in the bid Invitation, and to the sample(s) famished by the Seller, if any. In the event of s conflict or between the specifications, drawings, and descriptions, the specifications shall govem. Notwithstanding any provisions contained In the contractual agreement, the Seller represents and warns fault -flee performance and bull -Bice result in the processing date and date related dais (Including, but not limited to calculating, comparing and sequencing) of an hardware, software and firmware products delivered and services provided under this Contract. Individually or in combination. as the ase may be from the effective date of this Contract Alto. die Seller warrants the yar2000 calculations will be recognized and accommodated and will not. In any Way. rauh in hardware, software or firmware failure. The City of Lubbock at Its ole option, may require the Seller. at any time, to demonstrate die procedures it Intends to follow In order o comply with all the obligations contained herein. The obligations contained herein apply to products and services provided by the Seller, is sub -Seller or any third party involved In the creation or development of the products and services to be delivered to the City of Lubbock under this Contract. Failure to comply with any of the obligations contained bacio, may result In the City of Lubbock availing hself of any of its rights under die 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 an: not subject to any disctaimer of warranty, implied or expressed, or limitation of the Seller's liability whkb may be specified in this Contract. its appendices, its schedules, its amexes or any document Incorporated in this Contract by reference. 10. SAFETY WARRANTY. Seller warrants that the product old to die Buyer shall conform o the standards promulgated by the U. L Department of Labor under the Occupational Safety anti Health Act of 1970. In the event the product does not conform to OSHA standards, Buyer G PURCWMILMCOND.DOC any return the product for correction or replacement at die seller's expense. In the event Seller fails to nuke 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 this contract for kale Sella agrees to ascertain whether goods nunufactured In accordance with the specifications attached to this agreement will give rise to the rightful claim ofany third person by way of infringement of the like. Buyer makes no warranty that the production ofgoods according to the specification will not give rise to such a cuim, and in so event dull Buyer be liable to Sella for indemnification In the event that Seller is sued on the grounds of infringement of the like. if Seller is of foe opinion that an infringement or the hike win resuti. 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 Sella In good faith ascertains the production of the goods in accordance with the specifications will result in infringement or the like, the contract shah be null and void. IL RIGHT OF INSPECTION. Buyer shall have the right to inspect the goods at delivery before accepting than. 13. CANCELLATION. Buyer shall have the right to cancel for default all or any part of the undelivered portion of tris order if Seller breaches any of the terns hereof inctuding 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 is which performance orwork under the order is terminated and the date upon which such termination becomes effective. Such right or temmination is in addition to and not in lieu of the rights of Buya set forth in Clause 13, herein. 15. FORCE MAJEURE Neither party shall be held responsible for losses, resulting ifshe fulfillment of any tams 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 de exercise of reasonable diligence said party is unable to prevent. i6. ASSIGNMENT -DELEGATION. No right or interest in this contract dull be asstgmed or delegation ofany obligation made by Seller without the written permission of the Buyer. Any attempted assignment or delegation by Seller shall be wholly void and pully ineffective for an purpose unless made in conformity with this paragraph. 17. WAIVER. No el2i m or right arising out of a brach of this contract an 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. Ig. INTERPRETATION -PAROLE EVIDENCE This writing, plus any specifications for bids and performance provided by Buyer in its advertisement for bids. and any other docwrens provided by Seller as part of his bid, is intended by die parties as a final expression oftheir agreement and intended also as a complete and exclusive statement of the terns ortheir agreement. Whenever a tam 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 aver the term "Uniform Commercial Code" is used, it shall be construed as nearing the Uniform Commercial Code as adopted in the State of Texas as effective mid in force on die . 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 bis 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 eontracL 21. INDEMNIFICATION. Seller shall Indemnify, keep and save harmless the Buyer. its agents. officials and employees, against all injuries, deaths, loss, danuges, claims, patent claims, wits. liabilities, judgments, cross 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 Sella or its employees, or of the subSener or assignee or its employees. Worry. and the Seller shall, at his own expense, appear, defend and pay all charges of anomeys and an costs and other expenses "Ing therefrom of incurred in connection therewith, and. if any judgment shall be tendered against the Buyer In any such salon, the Seller shall, at its own expenses. satisfy and discharge the same Seller expressly understands and agrees that any bond requinti by this contract, or otherwise provided by Seller. shall in so 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 Culture by contract to mea 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 pursuam 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 die grounds of race, cot". sex or natural origin In consideration for an award. t i Y O i City of Lubbock,. PURCHASE ORDER rr >> TO: APSCO 515 E 50TH LUBBOCK TX 79404 Page - 3 Date - 5/26/00 Order No. - 178506-000 OP Brn/Plt - 3511 SHIP TO: CITY OF LUBBOCK WATER TREATMENT PLANT ATTN BOB WINKLEMAN 6001 NORTH GUAVA AVENUE LUBBOCK TX 79403 ........................................................................... Ordered - 05/25/00 Freight - FOB Destination Frt Prepaid Requested - 06/02/00 Placed By LAURA RITCHIE (806)775-2163 Special Ins ATTN: JOE RIKER REFERENCE ITB #00-054 Description /SupplierItem ---_ -- - Ordered ---- UM -- Unit - --- UM --- Extension ----- Req. BOTH ENDS FEMALE NPT 4" NPT BLACK STEEL PLUG 1.000 EA 4.2000 EA 4.20 06/02/00 4" X 4" NPT BLACK STEEL 1.000 EA 22.5000 EA 22.50 06/02/00 TEE PLASTIC CABLE TIES 20.000 EA .4500 EA 9.00 06/02/00 PUMPING UNIT, WELL #235 1.000 EA 2,416.3000 EA 2,416.30 06/02/00 INCLUDES PUMP, MOTOR, CABLE CHECK VALVE AND SHROUD PER BID SPECIFICATIONS COLUMN PIPE, 4" CERTA-LOCK 220.000 EA 3.2900 EA 723.80- 06/02/00 OR APPROVED EQUAL, INCLUDES ALL MATERIALS TO LOCK JOINTS TOGETHER 24"SQUARE X.75" FABRICATED 1.000 EA 95.0000 EA 95.00 06/02/00 BASE PLATE CERTA-LOCK 4" STAINLESS 2.000 EA 84.0000 EA 168.00 06/02/00 STEEL ADAPTER 4" DIA X 6" LONG SCH 40 4.000 EA 5.3700 EA 21.48 06/02/00 NPT BLACK STEEL NIPPLE 4" DIA X 36" LONG SCH 40 1.000 EA 28.5000 EA 28.50 06/02/00 NPT BLACK STEEL NIPPLE 4" DIA X 48" LONG SCH 40 2.000 EA 40.0000 EA 80.00 06/02/00 NPT BLACK STEEL NIPPLE 4" BRONZE GATE VALVE 1.000 EA 36.0000 EA 36.00 06/02/00 BOTH ENDS FEMALE NPT 4" NPT BLACK STEEL PLUG 1.000 EA 4.2000 EA 4.20 06/02/00 4" X 4" NPT BLACK STEEL 1.000 EA 22.5000 EA 22.50 06/02/00 TEE PLASTIC CABLE TIES 20.000 EA .4500 EA 9.00 06/02/00 PUMPING UNIT, WELL #253 1.000 EA 1,661.8000 EA 1,661.80 06/02/00 INCLUDES PUMP, MOTOR, CABLE CHECK VALVE AND SHROUD PER BID SPECIFICATIONS 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 tommacial 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 waterer purchase release number and the supply agreement number ff applicable, (e) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number ofthe container bearing the packing slip. Seiler shall bear cost of packaging unless otherwise provided. Goods shalt 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 shall be Gaal and conclusive on shipments not accompanied by packing lists. 2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller Is not authorized to ship die 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 ofdelivery of goods must folly empty with all provisions ofthis comtraa as to time of delivery, quality and the hike. If a tender is nude which does not Rally conform, this shall constitute a breach and Seller shall not have die right to substitute a conforming tender, provided, where the time for performance has riot yet expired, the Seller may reasonably notify Buyer orbit intention to cure and any then make a conforming tender within the contract time but not afterward S. INVOICES & PAYMENTS. a. Sella 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 numbs if spplicable. Invoices shall be itemized and Transportation charges, if any, shall be listed separately. A copy ofthe bill of lading, and the freight waybill when applicable, should be attached to the invoice. Mail To: Accounts Payable, City of Lubbock. P. O. Box 2000, Lubbock, Texas 79457. Payment shall not be due until the above instruments are submitted after delivery. 6. GRATUITIES. The Buyer may. by written notice to the Seller, canal this contract without liability to Seller if it is determined by Buyer That gratuities, in the form of eritertahnmcnt, gifts or otherwise, were offered or given by the Seiler, or any agent or representative ofthe Sella. 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 contras. In the event this coon= 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 Seller in providing such gr3t1dt1CL 7. SPECIAL TOOLS & TEST EQUIPMENT. tribe price stated on the face baccif includes the cost orany special tooling or special test equipment fabricated or required by Seller for time 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 die Seller as such. L WARRANTY -PRICE. a. The price to be paid by the Buyer shall be that contained in Seila's bid which Seiler 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 Sella 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 Sella's actual expense. b. The Seiler 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 eonmxrcial or selling agencies maintained by the Seller for the purpose of securing business. For breach of vitiation ofthis warranty the Buyer shalt 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. Sella shall not limit or exclude any implied warranties and any attempt to do so shall reader 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 Invitation, and to the sample(s) f smished by the Seller. ifany. In the event ofa conflict or between the specifications, drawings, and descriptions, the specifications shall govern. Notwithstanding any provisions contained in the contractual agpecment, the Sella represents and warrants fault -free performance and f halt-fve result it the processing date and date related data (including, but not limited to calculating, comparing and sequencing) ofall hardware, software and firmware products delivered and services provided under this Contract. Individually or In combination, as the ase may be from the effective date of this Contr= Also, the Seiler warrants the ycar2000 calculations will be recognized and accommodated and will not. in my way, tesult In hardware, software at fimmware failure. The City of Lubbock. u its sole option. may require the Sella. at say time, to demonstrate the procedures it intends b follow In order to comply with all the obligations contained berths. The obligations contained herein apply to products and services provided by die Sella. its sub -Seller or any Third party Involved in the creation or development ofthe products mad services to be delivered to The City of Lubbock minder this Contract. Failure to comply with any ofthe obligations contained herein, may result hn the City of Lubbock availing itself of any of its rights under the law and under this Contract including, but not limited to, its tight pertaining to termination or default. The warranties contained herein we separate and discrete from any other warranties specified in this Contra, and are not subject to any disclaimer of warranty. Implied or expressed, or Ymltation ofthe Seller's liability which may be specified in ibis Contract, its appendices, its schedules, its annexes or any document incorporated is this Contras by reference. 1o. 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 Heahh Act of 1970. In the event the product does not conform to OSHA standards. Buyer GYMCHMERAtCOND.DOC may return the product for correction or replacement at the Setter'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 of ibis 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 orany thud person by way of iaflingement ofthe like. Buyer makes no warranty that the production ofgoods according to the specification will not give rise to such a claim. and In no event shall Buyerbe liable to Seller for indemnification In the event that Seller hs sued on the grounds of IhfPioganci t of the hike. ITSelter is ofthe opinion That an infringemeat or the hike will snit: he will notify the Buyer to this effect in writing within two weeks of err the signing ofthis agrcenicuL If Buyer does not receive notice and is subsequently held liable for the Indriagement or the like. Seller will save Buyer hamimless. If Seller in good faith ascertains the production ofthe goods in accordance with The specifications willresuk in in &i ret nt of the lilce, the coolest shall be null and void 12. RIGHT OF INSPECTION. Buyer shall have dee right to inspect the goods at delivery before aeeepting thein. 13. CANCELLATION. Buyer shall have the right to cancel for default all or any part ortbe undelivered portion ofthis order if seller breaches any ofthe terns bereof including warranties of Seller or if the Seller becomes insolvent or commits sets of bankruptcy. Such right of cancellation is in addition to and not in lieu of any other remedies which Buyer may have Its 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 Setter cars "Notice ofTemmination" 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 ser forth in Clause 13, herein. 15. FORCE MAJEURE. Neither party shall be held responsible for losses, resulting ifthe fulfillment of any tent of provisions of this contract is delayed or prevented by any cause rot within the control ofthe party whose performance is interfered with, and which by the exercise of reasonable diligence said party is unable to prevent 16. ASSIGNMENT -DELEGATION. No right or interest in this contract shall be assigned or delegation orany obligation made by Seller without the written permission ofthe Buyer. Any attempted assignment or delegation by Seller shall be wholly void and totally ineffective roe an purpose unless made in conformity with this paragraph. 17. WAIVER No claim or right arising out of a breach ofthis contract can be discharged in whole or in part by a waive 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. IIL 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 panics as a final expression of t eir agreement and intended also as a complete and exclusive statement ofthe terms ciftheir agreenent. Whenever a term defined by the Uniform Conmercul 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 eve 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 die. date ofthis agreement 20. RIGHT TO ASSURANCE. Whenever one party to this contras in good faith has reason to question the other party's intent to perform he may demand that the other party give written assurance of his intent to perform. In the event that a demand is made and no assurance is given within five (S) days, the demanding party may treat this failure as an anticipatory repudiation of the contras. 21. INDEMNIFICATION. Seiler shall indemnify, keep and save harmless the Buyer. its agents, officials and employees, against all injuries, deaths, loss, damages, claims, patent claims, suits. Gabirtics, judbrments, costs and expenses, which may In anywise accrue against the Buyer in consequence of the granting of this Contras or which may anywise result Therefrom. whether or riot it shall be alleged or determined that the act was caused through negligence or ornission ofthe Seller or its employees, or ofthe subSeller or assignee or Its employees. Ifany. and the Seller shall, at his own expense, appear, defend and pay all charges of attorneys and all costs and other expenses arising t atfrom of incurred in connection therewith, and. If any judgment shall be rendered against die Buyer In any such action, the Seller shaiL 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 2Z TIME. It Is hereby expressly agreed and understood that time is ofthe essence fr the performance of this contract, and failure by contract to ries the time specifications ofthis agreement will cause Seller to be In default ofthis agreement. 23. MBE The City of Lubbock hereby notaries alt bidders That In regard to any contract entered into pursuant to this request, minority and women business enterprises will be afforded equal opportunities to submit bids In response to this invitation and will not be discriminated against on The grounds of ram, color. sex or manual w igim in consideration for an award City of Lubbock PURCHASE ORDER rr >> TO: APSCO 515 E 50TH LUBBOCK TX 79404 Page - Date Order No. - Brn/Plt - SHIP TO: CITY OF LUBBOCK WATER TREATMENT PLANT ATTN BOB WINKLEMAN 6001 NORTH GUAVA AVENUE LUBBOCK TX 79403 4 5/26/00 178506-000 OP 3511 ........................................................................... ........ Ordered - 05/25/00 Freight - FOB Destination Frt Prepaid Requested - 06/02/00 Placed By - LAURA RITCHIE (806)775-2163 Special Ins ATTN: JOE RIKER REFERENCE ITB #00.054 .............................................................................. ........ Description / Supplier Item Ordered UM Unit Cost - - -- - UM ----- Extension Req. Dt --- ---- COLUMN PIPE, 4" CERTA-LOCK 180.000 EA 3.2900 EA 592.20 06/02/00 OR APPROVED EQUAL, INCLUDES ALL MATERIALS TO LOCK JOINTS TOGETHER 24"SQUARE X.75" FABRICATED 1.000 EA 95.0000 EA 95.00 06/02/00 BASE PLATE CERTA-LOCK 4" STAINLESS 2.000 EA 84.0000 EA 168.00 06/02/00 STEEL ADAPTER 4" DIA X 6" LONG SCH 40 4.000 EA 5.3700 EA 21.48 06/02/00 NPT BLACK STEEL NIPPLE 4" DIA X 36" LONG SCH 40 1.000 EA 28.5000 EA 28.50 06/02/00 NPT BLACK STEEL NIPPLE 4" DIA X 48" LONG SCH 40 2.000 EA 40.0000 EA 80.00 06/02/00 NPT BLACK STEEL NIPPLE 4" BRONZE GATE VALVE 1.000 EA 36.0000 EA 36.00 06/02/00 BOTH ENDS FEMALE NPT 4" NPT BLACK STEEL PLUG 1.000 EA 4.2000 EA 4.20 06/02/00 4" X 4" NPT BLACK STEEL 1.000 EA 22.5000 EA 22.50 06/02/00 TEE PLASTIC CABLE TIES 20.000 EA .4500 EA 9.00 06/02/00 PUMPING UNIT, WELL #264 1.000 EA 3,462.9000 EA 3,462.90 06/02/00 INCLUDES PUMP, MOTOR, CABLE CHECK VALVE AND SHROUD PER BID SPECIFICATIONS COLUMN PIPE, 6" CERTA-LOCK 190.000 EA 6.6400 EA 1,261.60 06/02/00 OR APPROVED EQUAL, INCLUDES ALL MATERIALS TO LOCK JOINTS TOGETHER 24"SQUARE X.75" FABRICATED 1.000 EA 95.0000 EA 95.00 06/02/00 BASE PLATE CERTA-LOCK 6" STAINLESS 2.000 EA 115.2500 EA 230.50 06/02/00 STEEL ADAPTER 6" DIA X 6" LONG SCH 40 4.000 EA 14.3000 EA 57.20 06/02/00 NPT BLACK STEEL NIPPLE TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBSOCK, 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 peranentiy narked as follows (a) Selier's name and address, (b) Consignee's name, address and purchase order or purchase release number and the supply agreement number If applicable, (e) Container number and total number of containers, e.g. box I of 4 boxes, and (d) the number of the container bearing the packing slip. Seiler shalt bear cost ofpackaging unless otherwise provided. Goods shalt be suitably packed to secure lowest transportation toss 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 are bill of lading will operate as a tender of goods. 3. TITLE AND RISK OF LOSS. The title and risk of less 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 ofdeb'very of foods must filly tompiy with all provisions of this contract as to Iitne of delivery, quality and the like. If a tender It made which does not fully conform, this shall constitute a brach and Seiler shall not have the right to substitute a conforming tender. provided, when the time fa performance Lis am yes 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 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 !night waybill when applicable, should be attached to the invoice. Mail To: Accounts Payable. City of Lubbock, P.O. Box 2000, Lubbock, Texas 79457. Payment shall not be due until the above instruments are submitted after delivery. L GRATUITIES. The Buyer may, by written notice to the Seller, cancel this contrera without liability to Seller if it is determined by Buyer that gratuities, in the toms orenterainment 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 snaking of any determinations with respect to the performing of such a contract. In the event this contract is canceled by Buyer pursuant to this provision. Buyer shah be entitled, in addition to any other tights and remedies, to recover or withhold the amount of the cost incurred by Seller in providing such gratuities. 7. SPECIAL TOOLS & TEST EQUIPMENT. Ifthe price stated on the face bercor includes the cost of any special tooling or special test equipment fabricated or required by Seller for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the Buyer and to the extent feasible shall be identified by the Seller as such. L 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 or purchase. to the event Seller breaches this warranty, the prices or 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 Scller's actual expense. L 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 con mercial or selling agencies maintained by the Seller for the purpose of securing business. Fa 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 so shall tender this contract voidable at the option of the Buyer. Seller warrants that the goods furnished will conform to the speehfiation, drawings, and descriptions listed in the bid invitation, and to the sample(s) furnished by the Seller, Wary. 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 fsult•frce result in the processing date and date related data (including, but not limited to calculating. comparing and sequencing) of ail hardware. software and fumwarc products delivered and services provided tinder this Contract, individually or in combination, as the case may be from due effective date of this C4amtac6 Also, the Seller warns to year2000 calculations will be recognized and accommodated and will not In any way, result in hardware, software or firmware Ah'ture. The City of Lubbock, at its sok option, may require the Seller, at any time, to demonstrate die 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 tub -Seller or any third party involved in the creation or development of the products and services to be delivered to the City of Lubbock ander this Contract. Failure to comply with any of the obligations contained herein, may result in the City of Lubbock availing isclf of any of its tights under the law and under ibis 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 of the Seller's liability which may be specified in this Contras, its appendices, its schedules, its annexes or any document incorporated in this Contras by reference. 10. SAFETY WARRANTY. Seller warrants that the product sold to die Buyer shall conform to tie 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 eonfarm to OSHA standards, Buyer t3:PURCW lE WhtCOND.DOC may serum the product for correction or replacement at the setter's expense. in the event Seller Ails to crake the appropriate correction within a reasonable tins:, correction made by Buyer will be at the Setter's expense. I1. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As part of" contract for tate Seller agrees to ascertain whether goods manufactured in accordance with the specifications attached to this agreement will glue rise to the rightful claim ofany third person by way of icittngement of the like. Buyer nukes no warranty that the production of goods according to the specification will not give rise to such a chin, and in so event shall Buyer be liable to Seiler for indemnification in the event that Seller is wed oo the grounds of inkingement of the kine. If Seger is orthe opinion that an infringement or the like will saint. he will notify the Buyer to this effect in writing within two weeks after rhe signing of this agreement. If Buyer does not receive notice and is subsequently held liable for the lo&iegemeat or the hike. Seller will save Buyer harmless. If Sciia in good faith ascertains the production of the goods in accordance with the specifications will result in infringement or the Eke. We contract shall be null and void. IL RIGHT OF INSPECTION. Buyer shall have the right to kupeet the goods at deliverybefore accepting them. 13. CANCELLATION. Buyer shalt have the right to cancel for default all or any part ofthe andelivered portion of this order N Seller breaches any of rhe tens hereof including warranties of Sella or tribe Seller becomes insolvent or eonnmits acts of bankruptcy. Such right of cancellation is in addition to and not in Neu of any other remedies which Buyer may have In law or equity. M. 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 stall be effected by the delivery of the Seller of a "Notice ofTermination" 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 lice of tine rights or Buyer act forth in Clause 13, herein. 15. FORCE MAIEURE. Neither party shall be held responsible for tosses, resulting irthe fulfillment of any terra 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 die exercise of reasonable diligence said party is unable to prevenL 16. ASSIGNMENT -DELEGATION. No right or interest in this contract shall be =signed or delegation of any obligation nude by Seller without the written permission of the Buyer. Any attempted assignment or delegation by Seller shall be wholly void and totally toefftaive for all purpose unless made to conformity with this paragraph. 17. WAIVER No claim or right arising out ora 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 ply. IL INTERPRETATION -PAROLE EVIDENCE. This writing, plus any specifications for bids and performance provided by Buyer in its advertisement for bids, and any other dotrmienu provided by Seller as part of his bid, is intended by die paries as a final expression oftheir agreement and intended also as a complete and exclusive statement of the terms of their agreement. Whenever a term defined by the Unifomt 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. When ever the term "Uniform Commerehl 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 agreemenL 20. RIGHT TO ASSURANCE. Whenever one pany to this contract in good faith has reason to question the other party's intent to perform he may demand that de other party give written assurance orbit intent to perfomh. In the event that a demand is made and no assurance is given within five (S) 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, damuges, chins, patent chins, 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 as was caused through negligence or omission of the Seller or its employees, or of the subSeller or assignee or its employees, irany, and the Seller shall, at his own expense, appear, defend and pay all charges of attorrmeys 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 Seller expressly understands and agrees that any bond required by this contract, or otherwise provided by Seiler, shall in no way limit the responsibility to hudenmify 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 AiWrc by contract to mea the time specifications of" ag oemcat will cause Seiler to be In default of this agreement 23. MBE The City of Lubbock herby entities all bidders that in regard to any contract entered kito 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 again[ on the grounds of race, color, sex or natural origin in consideration for an award. Z Y O City of Lubbock PURCHASE ORDER r� 11 TO: APSCO 515 E 50TH LUBBOCK TX 79404 Page Date - Order No. - Brn/Plt SHIP TO: CITY OF LUBBOCK WATER TREATMENT PLANT ATTN BOB WINKLEMAN 6001 NORTH GUAVA AVENUE LUBBOCK TX 79403 5 5/26/00 178506-000 OP 3511 --------------------------------------------------------------------------- -------- Ordered - 05/25/00 Freight - FOB Destination Frt Prepaid Requested - 06/02/00 Placed By - LAURA RITCHIE (806)775-2163 Special Ins ATTN: JOE RIKER REFERENCE ITB #00-054 .............................................................................. ........ Description / Supplier Item Ordered UM --- Unit Cost -------------- UM ------------------- Extension Req. Dt ------ ------------------------------------------ 6" DIA X 36" LONG SCH 40 1.000 EA 76.0000 EA 76.00 06/02/00 NPT BLACK STEEL NIPPLE 6" DIA X 48" LONG SCH 40 2.000 EA 101.0000 EA 202.00 .06/02/00 NPT BLACK STEEL NIPPLE 6" CAST IRON GATE VALVE 1.000 EA 210.0000 EA 210.00 06/02/00 BOTH ENDS FEMALE NPT 6" NPT BLACK STEEL PLUG 1.000 EA 11.0000 EA 11.00 06/02/00 6" X 6" NPT BLACK STEEL 1.000 EA 65.0000 EA 65.00 06/02/00 TEE PLASTIC CABLE TIES 20.000 EA .5000 EA 10.00 06/02/00 PUMPING UNIT, WELL #265 1.000 EA 4,526.8000 EA 4,526.80 06/02/00 INCLUDES PUMP, MOTOR, CABLE CHECK VALVE AND SHROUD PER BID SPECIFICATIONS COLUMN PIPE, 8" CERTA-LOCK 220.000 EA 9.8200 EA 2,160.40 06/02/00 OR APPROVED EQUAL, INCLUDES ALL MATERIALS TO LOCK JOINTS TOGETHER 24"SQUARE X.75" FABRICATED 1.000 EA 95.0000 EA 95.00 06/02/00 BASE -PLATE CERTA-LOCK 8" STAINLESS 2.000 EA 160.7400 EA 321.48 06/02/00 STEEL ADAPTER 8" DIA X 6" LONG SCH 40 4.000 EA 65.0000 EA 260.00 06/02/00 NPT BLACK STEEL NIPPLE 8" DIA X 36" LONG SCH 40 1.000 EA 87.0000 EA 87.00 06/02/00 NPT BLACK STEEL NIPPLE 8" DIA X 48" LONG SCH 40 2.000 EA 87.0000 EA 174.00 06/02/00 NPT BLACK STEEL NIPPLE 8" CAST IRON GATE VALVE 1.000 EA 340.0000 EA 340.00 06/02/00 BOTH ENDS FEMALE NPT 8" NPT BLACK STEEL PLUG 1.000 EA 50.0000 EA 50.00 06/02/00 8" X 8" NPT BLACK STEEL 1.000 EA 161.0000 EA 161.00 06/02/00 TEE 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, (e) Container numba and total number of containers, e.g. box I of ♦ boxes, and (d) the number of the eomainer bearing the packing slip. Seller shall bear cost ofpackaging unless otherwise provided. Goods shall be suitably packed to secure lowest transportation costs and to conform with requirements of iximmon camas and any applicable specifications. Buyer's count or weight tall be final and conclusive on shipments not accompanied by packing lists. Z SHIPMENT UNDER RESERVATION PROHIBITED. Sella Is not authorized to ship de goods under reservation and no tender of a bill of lading will operate as a tender ofgoods. 3. TITLE AND RISK OF LOSS. The title and risk of kis 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. <. NO REPLACEMENT OF DEFECTIVE TENDER. Every tender of delivery of goods must fully comply with all provisions of this contract as to time of deliv ery, quality and the Wee. If a tender is made which does not fully conform, this shall constitute a breach and Sella shall not have the right to substitute a conforming tender, provided, when 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. S. INVOICES & PAYMENTS. L 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 waybill when applicable, should be attached to the invoice. Mail To: Accounts Payable, City of Lubbock, P.O. Box 2000, Lubbock, Texas 79457. Payment shall not be due until the above instruments are submitted after delivery. A. GRATUITIES. The Buyer may, by written notice to the Seller, cancel this contract without liability to Sella ifit is determined by Buyer that gratuities, in the fors of enterainment, 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 perforating of such a contract lathe 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 orany special tooting "special est equipment rabricated 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 de Seller as such. 1L WARRANTY -PRICE a. The price to be paid by the Buyer shall be that contained in Seller's bid which Sella 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. L 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 employes ofbona 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, percentage, brokerage or contingent fee. 9. WARRANTY -PRODUCT. Sella shall not limit or exclude any Implied warranties and any attempt to do so shall tender 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 invitation, and to the sample(s) Rmmtsbcd by the Seller, if any. In the event of a conflict or between the specifications, drawings, and descriptions, the specification shall govern. Notwithstanding any provisions contained in the contractual agreement, the Sella 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 Contram individually or In combustion. as the case may be from the effective date of this Contram Also. the Seller warrants the year= 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 o be delivered to the City of Lubbock under this Contract. Failure to comply with any of the obligations contained herein, may result in the City of Lubbock availing itself of any of its rights under the law and under this Contract Including, but not limited to. its right pertaining to termination or default. The warranties contained herein are separate and discrete fironn 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, Is schedules. its annexes or any document incorporated in this Contract by reference. 11L SAFETY WARRANTY. Seller warrants that the product sold to the Buyer shalt 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 eoaform to OSHA standards, Buyer GYMCWTERMCOND.DOC any 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 Sella's expense. IL NO WARRANTY BY BUYER AGAINST INFRINGE.tiIENTS. As part of this contract for sale Seller agrees to ascertain whether goods manufactured in accordance with the specifications attached to this agreement will give rise to the rightful claim ofany third person by way of inhingement of the like. Buyer nukes too warranty that the production ofgoods according to the specification will not give rise to such a claim, and In no event shalt Buyer be Sable to Seller for indemnifation In the event tat Seller is sued on the grounds of kr&iogement of the like. If Seller is of the opinion that an infringement or the h'ke wM result; be will notify the Buyer to this effect in writing within two weeks after the signing of this agreement. If Buys does not receive notice and is subsequently held liable for the infringement of the Wee. Sella will save Buyer harmless. If Seller in good faith ascertains the production of foe goods in accordance with to specifications will result In infringement at the Wee, the contract shall be null and void. 12. RIGHT OF INSPECTION. Buyer shall have the right to inspect the goods at delivery before accepting them. 13. CANCELLATION. Buyer shall have the right to cancel for default all or any part ofthe undelivered portion of this order if Seller bunches any of the tette 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 ren ci ies which Buyer may have in law or equity. 14. TERMINATION. The perfomunce 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 c a "Notice ofTennination" 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 irthe fairaiment 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. Ili. ASSIGNMENT -DELEGATION. No right or Interest in this contract shall be assigned or delegation of any obligation made by Seller without the written permission of the Buyer. Any attempted assignment or delegation by Seller shall be wholly void and totally inellective 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. IL 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 panics as a final expression of their agreement and intended also as s complete and exclusive statement of the tette of their agreement. Whenever a term defined by the Uniform Conunercial 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 die . 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 denund that die other party give written assurance of bis intent to paform. In the event that a denund is nude and no assurance is given within five (5) days, the demanding party may treat ibis failure as an anticipatory repudiation of the contracL 21. INDEMNIFICATION. Seller shall indemnify, keep and save hammless de Buyer. its agents. officials and employees, against all Injuries, deaths. loss, damages, claims, patent claims, wits. liabilities, judgments, costs and expenses, which may in anywise accrue against the Buyer in consequence of the granting of this Contract or which tray 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 subSella or assignee or its employees, ifany, and the Seller shall, at his own expense, appear, defend and pay all charges of attomcys and all costs and other expenses arising therefrom of incurred In connection therewith, and, ifany judgment shall be rendered against the Buyer in any such anion. to Seller shall, at its own expenses. satisfy and discharge the saute Seller expressly understands and agrees that any bond requied 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. 2L TIME It Is hereby expressly agreed and understood that time is of the essence for the performance of this contraM and failure by contract to meet the time specifications of tis agreement will cause Seiler to be In default of this agreement. 23. MBE. The City of Lubbock hereby notifies all bidders that in regard to any contract entered into pursuant to this request, minority and women business enterprises will be afforded equal opportunities to submit bids In response to this invitation and will not be discriminated against on the grounds of race, color, sex or natural origin In consideration for an award. I City of Lubbock PURCHASE ORDER r� 11 TO: APSCO 515 E 50TH LUBBOCK TX 79404 Page Date - Order No. - Brn/Pl t - SHIP TO. CITY OF LUBBOCK WATER TREATMENT PLANT ATTN BOB WINKLEMAN 6001 NORTH GUAVA AVENUE LUBBOCK TX 79403 6 5/26/00 178506-000 OP 3511 ........................................................................... ........ Ordered - 05/25/00 Freight - FOB Destination Frt Prepaid Requested - 06/02/00 Placed By - LAURA RITCHIE (806)775.2163 Special Ins ATTN: JOE RIKER REFERENCE ITB #00-054 .............................................................................. ........ Description / Supplier Item Ordered UM .. ............... Unit Cost UM .. ..•-----......... Extension Req. Dt ....---- ........................... ............... PLASTIC CABLE TIES 30.000 EA .6500 EA 19.50 06/02/00 PUMPING UNIT, WELL #266 1.000 EA 2,823.8500 EA 2,823.85 06/02/00 INCLUDES PUMP, MOTOR, CABLE CHECK VALVE AND SHROUD PER BID SPECIFICATIONS COLUMN PIPE, 6" CERTA-LOCK 190.000 EA 6.6400 EA 1,261.60 06/02/00 OR APPROVED EQUAL, INCLUDES ALL MATERIALS TO LOCK JOINTS TOGETHER 24"SQUARE X.75" FABRICATED 1.000 EA 95.0000 EA 95.00 06/02/00 BASE PLATE CERTA-LOCK 6" STAINLESS 2.000 EA 115.2500 EA 230.50 06/02/00 STEEL ADAPTER 6" DIA X 6" LONG SCH 40 4.000 EA 14.3000 EA 57.20 06/02/00 NPT BLACK STEEL NIPPLE 6" DIA X 36" LONG SCH 40 1.000 EA 76.0000 EA 76.00 06/02/00 NPT BLACK STEEL NIPPLE 6" DIA X 48" LONG SCH 40 2.000 EA 101.0000 EA 202.00 06/02/00 NPT BLACK STEEL NIPPLE 6" CAST IRON GATE VALVE 1.000 EA 210.0000 EA 210.00 06/02/00 BOTH ENDS FEMALE NPT 6" NPT BLACK STEEL PLUG 1.000 EA 11.0000 EA 11.00 06/02/00 6" X 6" NPT BLACK STEEL 1.000 EA 65.0000 EA 65.00 06/02/00 TEE PLASTIC CABLE TIES 20.000 EA .5000 EA 10.00 06/02/00 PUMPING UNIT, WELL #267 1.000 EA 2,977.9500 EA 2,977.95 06/02/00 INCLUDES PUMP, MOTOR, CABLE CHECK VALVE AND SHROUD PER BID SPECIFICATIONS COLUMN PIPE, 6" CERTA-LOCK 170.000 EA 6.6500 EA 1,130.50 06/02/00 OR APPROVED EQUAL, INCLUDES ALL MATERIALS TO LOCK JOINTS TOGETHER 24"SQUARE X.75" FABRICATED 1.000 EA 95.0000 EA 95.00 06/02/00 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 at purchase release number and the supply agreement number If applicable. (c) Container number and total number of containers, e.g. box i of 4 boxes, and (d) the number ofthe 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 eomromt with requirements of common carriers and any applicable specifications. Buyer's count or weight shall be foul and conclusive an shipments riot accompanied by packing lists. 2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller Is not authorized to ship the goods under reservation and no tender ofs bill of lading will operate as a tender of goods. I TITLE AND RISK OF LOSS. The tisk and tide of kers 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 Everyander of deliveryof goods must ftilly comply with all provisions of this contract as to time ofdelivery, quality and the like. If s 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 bis intention to an and may then make a conforming ander 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 die freight waybill when applicable, should be attached to the invoice. Mail To: Accounts Payable. City of Lubbock, P. O. Box 2000, Lubbock, Texas 79457. Payment shall not be due until the above instruments arc submitted after delivery. 6. GRATUITIES. The Buyer tiny, by written notice to the Seller, cancel this contract without liability to Seller if it is determined by Buyer that gratuities, in the fort of entertainment silts or otherwise, were offered or given by the Seller, or any agent or representative ofthe Seller, to any affect 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 making orany determinations with respect to the performing ofsuch a contract In the event this contract is canceled by Buyer pursuant to this provision, Buyer drill be entitled, in addition to any other rights 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 bereof includes tie cost of any special tooling or special test equipment fabricated orrequired 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. E WARRANTY -PRICE. a. The price to be paid by die Buyer shall be that contained in Seller's bid which Seller warrants to be no higher than Scller's current process on orders by others for products of the kind and specification covered by this agreement for similar quantities under similar of hike conditions and methods of purchase. In the event Seller breaches this warranty. the prices of the Gems 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 orbona fide established commercial or selling agencies maintained by the Seller for the purpose of scouring 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 ham the contract price, or otherwise recover The full amount of such commission, percentage, brokerage or contingent fee. 9. WARRANTY -PRODUCT. Seller shall not limit or exclude any implied warranties and any attempt to do so shall render this contract voidable at the option ofthe Buyer. Seller warrants that to goods furnished will conform to the specification, drawings, and descriptions listed in the bid Invitation, and to the sample(s) Ahmished by the Seller, ifany. In the event ofa 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 -Ree performance and fault -free result in the processing date and date related data (including. but not limited to calculating, comparing and sequencing) of all bardware, software and fumwarc products delivered and services provided under this Cour act Individually or in combination. as de use may be from die effective date of this Contract. Also, the Seller warrants the year2000 calculations will be recognized and accommodated and will not, in Anyway. result in hardware, software or fnaware failure. The City of Lubbock, at Its sok 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 lerein apply to products and services provided by the Seller, its sub -Seller or any third party Involved in die creation or development ofthe, products and services to be delivered to the City cf Lubbock under this ContneL Failure to comply with any of the obligations contained herein, may result in the City orLubbock availing itself of any of its rights under the law and under this Contract including. but not limited ro, its right pertaining to termination or default. The warranties contained herein arc separate and discrete from any other warranties speeifhed in this Contract. and arc not subject to any disclaimer of warranty. implied or expressed. or Gmitatlem of the Sellers liability which may be specified in this Contract, its appendices, its scheduler, its annexes or any document Imeorponted Is this Contract by reference. 10. SAFETY WARItANfY. 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 GpURCWTEltMCONB.DOC stray return the product for correction or replacement at the Selices expense. In the event Seller fails to make the appropriate correction within a reasonable time, correction made by Buyer will be at the Seller's expense. 11. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As part ofthis contract for sale Seller agrees to ascertain whether goods manufactured in accordance with the specifications attached to this agreement will give rise to the rightful claim ofany thud person byway of infringement ofthe hike. Buyer makes oro warranty that the production ofgoods according to the specification will not give rise to such a claim, and In no event shall Buyer be liable to Seller for indemnification in the event that Seller is sued on the grounds of Infringement ofthe like. if Selkr is ofthe opinion that an infringement or, the Glee 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 die Infringement or the like. Seller will save Buyer harmless Irselter, in good filth ascertains the production of the goods In accordance with the specifications will result in infringement of the lilre, the contract shall be null and void. 12. RIGHT OF INSPECTION. Buyer" have the right to Inspect the goods at deliverybefore accepting them. 13. CANCELLATION. Buyer shall have the right to cancel for default all or any part ofthe undelivered portion of this order if Seller breaches any ofthe tents 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 Ileu 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 shalt be effected by die 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 die rights of Buyer set forth in Clause 13, herein. 15. FORCE MAIEURE. Neither party shall be held responsible for losses, resulting irthe fulfillment of any terns of provisions of this contract is delayed or prevented by any cause not within the control ofthe party whose performance is interfered with, and which by the exercise of reasonable diligence said party is unable to prevent 16. ASSIGNMENT -DELEGATION. No right or interest is 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 made in conformity with this paragraph. 17. WAIVER No claim or right arising out ors breach of this contract can be discharged in whole or in par by a waiver or renunciation ofthe clahn or right unless die waiver or renunciation is supported by consideration and is in suiting signed by the aggrieved party. 18. INTERPRETATION -PAROLE EVIDENCE. This writing, plus any specifications for bids and perforrmtance provided by Buyer in its advertisement for bids, and any other documents provided by Sellcr as part of bis bid, Is intended by the panics at a final expression of their agreement and intended also as a complete and exclusive statement orthe terms of their agreement Whenever a tern defaced by the Unifomm Conmmercial 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. Whcre 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 oro the . date of this agreement. 20. RIGHT TO ASSURANCE Whenever one party to this contact in good faith has reason to question the other party's intent to perform he may demand that die other party give written assurance orbit intent to perform. In the event that a demand is made and no assurance is given within rive (5) days, the demanding party may treat this failure as an anticipatory repudiation of the contract 21. INDEMNIFICATION. Seller shall indarmify, keep and save h3mikas the Buyer. its agents. officials and employees, against all injuries, deaths. loss, danuges, claims, patent claims, wits. liabilities, judgments, costs and expenses, which may in anywise accrue against the Buyer in consequence ofthe granting of this Contract or which nay anywise result therefrom, whetter or not it shall be allied or determined tat the act was caused through negligence or omission ofthe Seller or its employees. or ofthe subScper or assignee or its employees. If any. and the Seller shag, 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 say 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 requke d by this contract or otherwise provided by Seller, shall in no way limit the responsibility to indemnify, keep and save harmless and defend die Buyer as berein provided. 22. TIME It is hereby expressly agreed and understood that time Is ofthe essence for die performance of this contract, and failure by contract to meet the time specifications of this agreement will cause Seller to be In default orthis agreement. 23. MBE The Coy of Lubbock hereby notifies all bidders that ice regard to any contract entered Into pursuant to this request minority and women business enterprises will be afforded equal opportunities to submit bids In response to this invitation and will not be discriminated against on the grounds of race, color, sex or statural origin In consideration for an award. 1 T Y O / City of Lubbock Page 7 P U R C H A S E 0 R D R Date 5/26/00 Order No. . 178506-000 OP �1 Brn/Plt 3511 TO: APSCO 515 E 50TH LUBBOCK TX 79404 SHIP TO: CITY OF LUBBOCK WATER TREATMENT PLANT ATTN BOB WINKLEMAN 6001 NORTH GUAVA AVENUE LUBBOCK TX 79403 ........................................................................... — . Ordered - 05/25/00 Freight - FOB Destination Frt Prepaid Requested - 06/02/00 Placed By - LAURA RITCHIE (806)775-2163 Special Ins ATTN: JOE RIKER REFERENCE ITB #00-054 ............................................................................ Description / Supplier Item ............... Ordered UM .. ............... Unit Cost UM ................... Extension Req. Dt ........................... BASE PLATE CERTA-LOCK 6" STAINLESS 2.000 EA 115.2500 EA 230.50 06/02/00 STEEL ADAPTER 6" DIA X 6" LONG SCH 40 4.000 EA 14.3000 EA 57.20 06/02/00 NPT BLACK STEEL NIPPLE 6" DIA X 36" LONG SCH 40 1.000 EA 76.0000 EA 76.00 06/02/00 NPT BLACK STEEL NIPPLE 6" DIA X 48" LONG SCH 40 2.000 EA 101.0000 EA 202.00 06/02/00 NPT BLACK STEEL NIPPLE 6" CAST IRON GATE VALVE 1.000 EA 210.0000 EA 210.00 06/02/00 BOTH ENDS FEMALE NPT 6" NPT BLACK STEEL PLUG 1.000 EA 11.0000 EA 11.00 06/02/00 6" X 6" NPT BLACK STEEL 1.000 EA 65.0000 EA 65.00 06/02/00 TEE PLASTIC CABLE TIES 20.000 EA .5000 EA 10.00 06/02/00 PUMPING UNIT, WELL #268 1.000 EA 3,390.9500 EA 3,390.95 06/02/00 INCLUDES PUMP, MOTOR, CABLE CHECK VALVE AND SHROUD PER BID SPECIFICATIONS COLUMN PIPE, 6" CERTA-LOCK 170.000 EA 6.6500 EA 1,130.50 06/02/00 OR APPROVED EQUAL, INCLUDES ALL MATERIALS TO LOCK JOINTS TOGETHER 24"SQUARE X.75" FABRICATED 1.000 EA 95.0000 EA 95.00 06/02/00 BASE PLATE CERTA-LOCK 6" STAINLESS 2.000 EA 115.2500 EA 230.50 06/02/00 STEEL ADAPTER 6" DIA X 6" LONG SCH 40 4.000 EA 14.3000 EA 57.20 06/02/00 NPT BLACK STEEL NIPPLE 6" DIA X 36" LONG SCH 40 1.000 EA 76.0000 EA 76.00 06/02/00 NPT BLACK STEEL NIPPLE 6" DIA X 48" LONG SCH 40 2.000 EA 101.0000 EA 202.00 06/02/00 NPT BLACK STEEL NIPPLE 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 food commercial practice. Each shipping container shall be clearly and permanently marked as follows (a) Sellers name and address, (b) Consignee's name, address and purchase order or purchase release number and the supply agreement Number if apptieable, (c) Container number and total number of containers, e.g. box I of 4 boxes, and (d) the number of she container bearing the packing slip. Seller shall lieu cost ofpackaging 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. Buyers count or weight shall be Anal and conclusive on shipments not accompanied by packing lists. L SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not authorized to ship the goods under reservation and no tender of s brill of lading will operate as a leader of goods. 7. T17LE AND RISK OF LOSS. The We 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 ofdellvery of goods must Anlly comply with all provisions of this contract as to time of delivery, quality and the like. If a tender is made which does not Ailly conform, this shall constitute a brach and Seller shall not have the right to substitute a conforming tender, provided, where the time for perfamnnce has not yet expired, the Seller may reasonably notify Buyer of his intention to cure and any then make a conforming tender within the contract time but not afterward. S- INVOICES & PAYMENT& a. Seller shalt 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, shalt be listed separately. A copy of the bill of lading, and the height waybill when applicable, should be attached to the invoice. Mail To: Accounts Payable, City of Lubbock, P.O. Box 2000. Lubbock, Texas 794S7. Payment shat not be due until the above instruments are submitted after delivery. 4 GRATUITIES. The Buyer may, by written notice to the Seller, cancel this contract without liability to Seller if it is deiennined by Buyer that gratuities, in the forum of entertainment, gifts or otherwise, were offend 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 flaking 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 rights and remedies, to recover or withhold the amount of the cost incurred by Seller in providing such gratuities. 7. SPECIAL TOOLS & TEST EQUIPMENT. Ifthe price stated on the face hereof includes the cost ofany special tooling or special test equipment fabricated or required by Seiler for the purpose of filling this order, such special tooling equipment and any process slices related thereto shall become the property of the Buyer and to the extent feasible shall be identified by de Seller as such. iL WARRANTY -PRICE a. The price to be paid by die 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 simile 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 die alternative. Buyer may cancel this contract without liability to Seller for breach or Seller's actual expense. L 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 eonmussiont percentage. brokerage. or contingent fee excepting bona fide employes of bona fide established commercial or selling agencies maintained by the Seller for the purpose ofsecuring businCss. 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, percentage, brokerage or contingent fee. 9. WARRANTY -PRODUCT. Seller shall not limit or exclude any Implied warranties and any attempt to do so shall render this contract voidable at the option of the Buyer. Seller warrants that the goods Amtished will conform to the specification, drawings, and descriptions listed is the bid Invitation, and to the sample(s) Amaished by the Seller, Irany. In the event of s conflict or between the specifications, drawings, and descriptions, the specifications shag govern. Notwithstanding any provisions contained in the contractual agreement, the Sella represents and warrants Wult-free performance and Wuh-frec mutt to the processing date and date related data (including. but not limited to calculating. comparing and sequencing) of all hardware, software and frmare products delivered and services provided under this Coutram Individually or in combination, as the au may be !from the effective date of" Contract Also, the Seller warrants the year2000 calculations will be recognized and accommodated and wM Bot. inany way. rcult in hudwan, software or furDaram failure. The City of Lubbock, at its sok option. Buy require the Seller. at any time, to demonstrate die procedures it intends to follow In order to comply with ail 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 len the creation or development of the products and services to be delivered to the City of Lubbock under this Contract Failure to comply with any of the obligations contained herein, may result lin the Cay of Lubbock availing itself ofany of its rights under the law and ander ibis Contract including, but not limited to, its right pertaining to emtinatiott or default The warranties contained herein arc separate and discrete from any other warranties specified In this Contras, and arc not subject to any disclaimer of war anry. Implied or expressed, or limitation of the Seller's liability which any be specified lin this Contract, its appendices, its schedulm its annexes or any document incorporated in this Contract by reference. to. SAFETY WARRANTY. Sella 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 4122MC WIEJNICOND.DOC may return the product for correction or replacement at the Seller's expense. to the, event Sella Wits to make the appropriate correction within a reasonable time. correction made by Buyer will be at the Sellers expense, It- NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As part of this contma for sale Sella agrees to ascertain whether goods manufactured in accordance with the specifications attached to this agreement will give rise to the rightful claim ofany third parson by way of infringement of the like. Buyer makes no warranty that the production ofgoods according to the specification will not give rise to such a clahn, and lir no event shall Buyer be liable to to for indcmnificatiou in the event that Seller is sued on the grounds of iafrtogement of the hike. If Seller is of the opinion that an infringement or, the like will result, be 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 w the lice. Seller will sate Buyer harmless. If Seller to good With ascertains the production of the goods in accordance with the specifications will result in infringement of the Glee, 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. 17. 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 orthe terns hereof including watTanries 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 ofany other remedies which Buyer may have In Law or equity. 14. TERMINATION. The performance of work under this order may be terminated in whole, or in pan by the Buyer in accordance with this provision, Tarnination of work hereunder shall be effected by the delivery of the Seller of a "Notice of Termination" specifying the extent to which perfomunee of work under the order is enninated and the date upon which such termination becomes effective. Such right or termination is in addition to and Dot in lieu of tine rights or Buyer sus forth in Clause U, herein. IS. FORCE MAJEURE Neither party shall be held responsible for losses. resulting ifthc fulfillment ofany tem; of provisions of this contract is delayed or prevented by any cause not within the control of the party whose pafomunce is interfered with, and which by tie exercise of reasonable diligence said parry is unable To prevenL 16. ASSIGNMENT -DELEGATION. No right Of Interest in this Contract shall be assigned or delegation ofony 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 claim or right arising out of s breach of this contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless die waiver or renunciation is supported by consideration and is in writing signed by the aggrieved parry. 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, it intended by the panics as a final expression of their agreement and intended also as a complete and exclusive statement of the tem; of their agreement Whenever a term defined by the Uniform Commercial Code is used in this agreement, the definition contained in the Code is to control 19. APPLICABLE LAW. This agreement shall be governed by the Unifonn 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 Cone on the. due of this agreement 20. RIGHT TO ASSURANCE Whenever one party to this contract in good With 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 nude and no assurance is given within five (S) days, the demanding party may treat this failure as an anticipatory repudiation of rhe contras 21. INDEMNIFICATION. Seller shall indemnify, keep and save harmless the Buyer, its agents. officials and employees, against all injuries, deaths, loss, damages, cbim;, patent claims, suits. liabilities, judgments, costs and expenses, which may in anywise acme against the Buyer in consequence of the granting of this Contras or which may anywise result therefrom, whether or not it shall be alleged or determined that the as was caused through negligence or omission of the Seller or its employees, or of the subSeller or assignee or its employees. Irany, and the Seller shall, at his own expense, appear, defend and pay all charges of attorneys and all costs and other expenses "Ing therefrom of incurred in connection therewith, and, if any judgment shall be rendered against the Buyer lir any such action, the Seller shall, at its own expenses, satisfy and discharge the same Seller expressly understands and agrees that any bond requited by this contract or otherwise provided by Seller, shall in no way limit the responsibility to Indemnify, keep aad 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 itis contract, and Wilure by contras to mel the time specifications of" agreement will cause Seller to be to default of this agreement. 23. MBE. The City of Lubbock hereby notifies all bidders that in regard to any contract entered Into pursuant to this request. minority and women business enterprises will be afforded equal opportunities to submit bids in response to this Invitation and will not be discriminated against on the grounds of race, cob, sex or natural origin to consideration for an award. I City of Lubbock, PURCHASE ORDER TO: APSCO 515 E 50TH LUBBOCK TX 79404 Page Date Order No. Brn/Plt SHIP TO: CITY OF LUBBOCK WATER TREATMENT PLANT ATTN'BOB WINKLEMAN 6001 NORTH GUAVA AVENUE LUBBOCK TX 79403 . 8 5/26/00 178506-000 OP 3511 ........................................................................... ........ Ordered - 05/25/00 Freight - FOB Destination Frt Prepaid Requested - 06/02/00 Placed By - LAURA RITCHIE (806)775-2163 Special Ins ATTN: JOE RIKER REFERENCE ITB #00-054 ...................................................................................... Description / Supplier Item Ordered 6" CAST IRON GATE VALVE 1.000 BOTH ENDS FEMALE NPT Extension 6" NPT BLACK STEEL PLUG 1.000 6" X 6" NPT BLACK STEEL 1.000 TEE ........ 06/02/00 PLASTIC CABLE TIES 20.000 PUMPING UNIT, WELL #269 1.000 INCLUDES PUMP, MOTOR, CABLE EA CHECK VALVE AND SHROUD EA PER BID SPECIFICATIONS 06/02/00 COLUMN PIPE, 6" CERTA-LOCK 180.000 OR APPROVED EQUAL, INCLUDES ALL MATERIALS TO LOCK JOINTS TOGETHER 24"SQUARE X.75" FABRICATED 1.000 BASE PLATE CERTA-LOCK 6" STAINLESS 2.000 STEEL ADAPTER 6" DIA X 6" LONG SCH 40 4.000 NPT BLACK STEEL NIPPLE 6" DIA X 36" LONG SCH 40 1.000 NPT BLACK STEEL NIPPLE 6" DIA X 48" LONG SCH 40 2.000 NPT BLACK STEEL NIPPLE 6" CAST IRON GATE VALVE 1.000 BOTH ENDS FEMALE NPT 6" NPT BLACK STEEL PLUG 1.000 6" X 6" NPT BLACK STEEL 1.000 TEE PLASTIC CABLE TIES 20.000 PUMPING UNIT, WELL #271 1.000 INCLUDES PUMP, MOTOR, CABLE CHECK VALVE AND SHROUD UM Unit Cost UM Extension Req. Dt .. ............... EA 210.0000 .. ................. EA 210.00 ........ 06/02/00 EA 11.0000 EA 11.00 06/02/00 EA 65.0000 EA 65.00 06/02/00 EA .5000 EA 10.00 06/02/00 EA 3,403.6500 EA 3,403.65 06/02/00 EA 6.5000 EA 1,170.00 06/02/00 EA 95.0000 EA 95.00 06/02/00 EA 115.2500 EA 230.50 06/02/00 EA 14.3000 EA 57.20 06/02/00 EA 76.0000 EA 76.00 06/02/00 EA 101.0000 EA 202.00 06/02/00 EA 210.0000 EA 210.00 06/02/00 EA 11.0000 EA 11.00 06/02/00 EA 65.0000 EA 65.00 06/02/00 EA .5000 EA 10.00 06/02/00 EA 2,190.7000 EA 2,190.70 06/02/00 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) Settees name and address. (b) Consignee's time. address and purchase order or purchase release number and the supply agreement number Ifappliable, (e) Container number and total number of eonainem tag. box I of 4 boxes, and (d) the number of the container bearing the packing slip. Seller shall bear cost of paekaglo8 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 Ally comply with all provisions of this contract as to time ordelivay, quality and the Ile. If a tender is made which does not Argy conform, this shall constitute a breach and Seller shall not have One right to substitute a conforming tender, provided, when the time for performance has not yet expired, the Seller may reasonably notify Buyer of bis intention to cure and may then make a conforming tender within the contract time but not afterward. S. INVOICES & PAYMENTS. a. Seller shall submit separate invoices, in duplicate. one each purchase order or purchase release after each delivery. Invoices shall indicate the purchase order or purchase release number and the supply agreement number if applicable. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading, and the freight waybill when applicable, should be attached to the invoice. Mail To: Accounts Payable. City of Lubbock, P. O. Box 2000, Lubbock, Texas 79457. Payment shall not be due until the above instruments are submitted after delivery. & GRATUITIES. The Buyer nay, by written notice to the Seller, cancel this contract without liability to Seller if it is determined by Buyer that gratuities, in the fort ofentertainment, gift 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 ofany determinations with respect to the performing of such a oxmtracL 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. Ifthe price sated on the face hereof includes Ore 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 die Seller as such. R WARRANTY•PRICE. L 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 order 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 other, or in the alternative. Buyer may cancel this contract without liability to Seller for breach or Seller's actual expense. Is. The Seller warrants that no person or selling agency has been employed or reamed to solicit or secure this contract upon an agreement or understanding for commission, percentage, brokerage, or contingent fee excepting bona ride 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•PRODi Cr. Seiler shall not limit or exclude any implied warranties and any attempt to do so shall tender this contract voidable at the option of the Buyer. Seller warrants that the goods fumished will conform to the speeifration, drawings, and descriptions listed In the bid invitation, and to the sample(s) famished by the Seller, if any. In die event of s toaftfct or between the specifications, drawings, and descriptions, the specifications shall govern. Notwithstanding any provisions contained in the contractual agtecmes:4 die Seller represents and warrants fault -free performance and fault -free result in the processing date and date related data (including, but not limited to akulating, comparing and sequencing) of ail hardwam software and firmware products delivered and services provided under this Contract. Individually or in combination, as the ase may be from die effective date of this Contract Also, die Seller warrants the year2000 calculations will be recognized and accommodated and will not. in anyway. result len bardware, software orfumware failure. The Cry of Lobbock st Its sole option, tray 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 o be delivered to the City of Lubbock underthis Contract. Failure to comply with any of die obligations contained herein, may result in the City of Lubbock availing itself of any of its rights under the law and ander ibis Cornet including, but not limited o, its right pertaining to termination or defaulL The warranties contained herein are separate and discrete from any other warranties specified len this Contract. and are not subject to any disclaimer of warranty, implied or expressed, or limitation of the Seller's liability which my be specified in this Contract, its appendices, its schedules. Is annexes or any document incorporated in ibis 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 flu Occupational Safety and Health Act of 1970. In the event the product does not conform to OSHA standards, Buyer C:PURCWTERMCOND.DOC spay return the product for correction or replacement at the Seller's expense. to 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 INFRINGL%IENTS. As part of this eomraet 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 by way of infringement of the Gke. Buyer makes so warranty that the production ofgoods 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, be will notify the Buyer to this effect in writing within two weeks alter 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 ascertaims 1114- production heproduction of die goods in accordance with the specifications will result in infringement at 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 than. 13. CANCELLATION. Buyer shad have the right to cancel for default all or any part of the undelivered portion of this order if Sellcr breaches any of the terns 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 ofany other remedies which Buyer may have in law or equity. 14. TERMINATION. The performance or work under this order may be terminated in whole. or In part by the Buyer in accordance with this provision.. Ternrination 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 ternminated and the date upon which such termination becomes effective. Such right or termination is in addition to and not in lieu of die rights of Buyer set forth in Clause 13, herein. 15. FORCE MAIEURE. Neither party shall be held responsible nor losses, resulting ifthe fulfillment ofany tenor of provisions of this contract is delayed or prevented by any cause nor within the control of the party whose performance is interfered with, and which by Ore 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 ofany 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 an purpose unless nude in conformity with this paragraph. 17. WAIVER No elalm or right arising out ora breach of this contract can be discharged in whole or in part by a waiver or renunciation of the elaun or right unless die 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 forbids 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 paries as a final expression of their agreement and intended also as a complete and exclusive statement of the semis of their agreement. Whenever a term defmcd by the Unifomn Commercial Cale 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 sloe Uniform Commercial Code as adopted in the Sate of Texas as effective and in force on die. 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 tnay demand that she other party give written assurance of bis intent to perform. In the event Out a demand is made and no assurance is given within five (S) days, the demanding party may treat this failure as an anticipatory repudiation of the comma. 21. INDEMNIFICATION. Seller shall indemnify, keep and We 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 tris 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, ifany, 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 tendered against the Buyer In any such action, the Seller shall, at its own expenses. satisfy and discharge the same Seller expressly understands and al7ees that any bond requ" 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 b hereby expressly agreed and understood tut time Is of the essence Sir the performance of this contract. and Ahi ure by contract to meet the time specifications of this agreement will cause Sella to be In debutt of this agement 23. MBE The City of Lubbock hereby mitifres all bidder 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 disairnh ated against on the grounds of race, color, sex or natural origin in consideration for am award. t K Y O City of Lubbock P U R C H A S E 0 R D E R Cl 11 TO: APSCO 515 E 50TH LUBBOCK TX 79404 Page - 9 Date - 5/26/00 Order No. - 178506-000 OP Brn/Plt - 3511 SHIP TO: CITY OF LUBBOCK WATER TREATMENT PLANT ATTN BOB WINKLEMAN 6001 NORTH GUAVA AVENUE LUBBOCK TX 79403 . •.05/25/00 ................. - FOB Destination OrderedFrt Prepaid Requested - 06/02/00 Placed By - LAURA RITCHIE (806)775-2163 Special Ins ATTN: JOE RIKER REFERENCE ITB #00-054 -------------------------------------•-.................................. Description / Supplier Item Ordered UM Unit Cost UM Extension Req. Dt - - PER BID SPECIFICATIONS COLUMN PIPE, 4" CERTA-LOCK 170.000 EA 3.3100 EA 562.70 .06/02/00 OR APPROVED EQUAL, INCLUDES ALL MATERIALS TO LOCK JOINTS TOGETHER 24"SQUARE X.75" FABRICATED 1.000 EA 95.0000 EA 95.00 06/02/00 BASE PLATE CERTA-LOCK 4" STAINLESS 2.000 EA 84.0000 EA 168.00 06/02/00 STEEL ADAPTER 4" DIA X 6" LONG SCH 40 4.000 EA 5.3700 EA 21.48 06/02/00 NPT BLACK STEEL NIPPLE 4" DIA X 36" LONG SCH 40 1.000 EA 28.5000 EA 28.50 06/02/00 NPT BLACK STEEL NIPPLE 4" DIA X 48" LONG SCH 40 1.000 EA 40.0000 EA 40.00 06/02/00 NPT BLACK STEEL NIPPLE 4" BRONZE GATE VALVE 1.000 EA 36.0000 EA 36.00 06/02/00 BOTH ENDS FEMALE NPT 4" NPT BLACK STEEL PLUG 1.000 EA 4.2000 EA 4.20 06/02/00 4" X 4" NPT BLACK STEEL 1.000 EA 22.5000 EA 22.50 06/02/00 TEE PLASTIC CABLE TIES 20.000 EA .4500 EA 9.00 06/02/00 PUMPING UNIT, WELL #B-2 1.000 EA 2,785.7500 EA 2,785.75 06/02/00 INCLUDES PUMP, MOTOR, CABLE CHECK VALVE AND SHROUD PER BID SPECIFICATIONS COLUMN PIPE, 6" CERTA-LOCK 160.000 EA 6.5000 EA 1,040.00 06/02/00 OR APPROVED EQUAL, INCLUDES ALL MATERIALS TO LOCK JOINTS TOGETHER 24"SQUARE X.75" FABRICATED 1.000 EA 95.0000 EA 95.00 06/02/00 BASE PLATE CERTA-LOCK 6" STAINLESS 2.000 EA 115.2500 EA 230.50 06/02/00 STEEL ADAPTER 6" DIA X 6" LONG SCH 40 4.000 EA 14.3000 EA 57.20 06/02/00 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 per anently marked as follows (a) Sellers name and address, (b) Consignee's acme, address and purchase order or purchase retease number and the supply agreement number if applicable, (e) Container number and total number of containers, e.g. box I of 4 boxes, and (d) the number ofthe container bearing the packing slip. Seller shall bear cost ofpackaghng 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 shag be Gnat and conclusive on shipments not accompanied by packing lists. 2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller h not authorized to ship die goods under reservation and no tender of s bill of lading will operate as a sender ofgoods. 3. TiTLE AND RISK OF LOSS. The title and risk of loss of die 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 sender of delivery of goods must fully comply with all provisions of this contact as to time ofdelive y. quality and the like- It s tender is made which does not fully conform this shall constitute a brach and Seller shalt 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 orbit intention to cure and nay then make a conforming tender within the contract time but not afterward. S. INVOICES & PAYMENTS. L 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 waybill when applicable, should be attached to the invoice. Mail To: Accounts Payable, City of Lubbock P. O. Box 2000, Lubbock. Texas 79357. 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 h is determined by Buyer that gratuities. In die font 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 die City of Lubbock with a view to securing a contract or securing favorable treatment with respect to the awarding or amending, or The nuking of any determinations with respect to the performing of such a contract In the event this contract is canceled by Buyer pursuant to this provision, Buyer shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by Seller in providing such gratuities. 7. SPECIAL TOOLS & TEST EQUIPMENT. If the price stated on the face hereof includes the cost of any special tooling or special test equipment fabricated or required by Seller for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the Buyer and to the extent feasible dull be identified by die Seller as such. R WARRANTY -PRICE & The price to be paid by the Buyer shall be that contained in Seller's bid which Seller warrants to be no higher than Sellcr'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 Selicrs current prices on orders by others, or in die alternative. Buyer may canal this contract without liability to Seller for breach or Seller's actual expense. L 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 emplovees ofbona fide established eomncerciol 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 to full amount of such commission, percentage, brokerage or contingent lee. 9. WARRANTY -PRODUCT. Seller shall not limit or exclude any implied warranties and any attempt to do so shall render this contract voidable at the option of the Buyer. Seller warrants that the goods furnished will conform to the specification, drawings, and descriptions listed in the bid invitation, and to the sample(s) Amnished by dmc Seller, if any. in die event of s conflict or between the specifications. drawings, and descriptions. the specifications shall govern. Notwithstanding any provisions contained In the contractual agreement, tie Sella represents and warrants fault -free performance and fault -Bee result In the processing date and date related data (including, but not limited to calculating. comparing and sequencing) ofall bardwarq software and fumwarc products delivered and services provided under this Contract, individually or in combination, as the ase 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 anyway. result In hardware, software or furoware failure. The CIy of Lubbock, at its sok option, may require de Seller, at any time, to demonstrate the procedures it limits to follow len order to comply with all the obligations contained herein. The obligations contained levels apply to products and services provided by she Seller, its sub -Seger or any third parry involved in the oration 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 hercia, may result in the City of Lubbock availing itself ofany of its rights under time law and under itis Contract including, but not limited to, its right pcmhaing to termination or default The warranties contained herein we separate and discrete from any other warranties specified is this Contract, and arc not subject to any disclaimer of warranty, implied or expressed, or limitation of the Sellers liability which may be specified len this Contras, its appendices, its Schedules. its annexes or any dacoment incorporated in this Contras 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 As of 1970. In the event the product does not conform to OSHA standards. Buyer G:PURCW IERk1COND.DOC may return the product for correction or replacement at the Sellers expe= in the event Seller fails to nuke the appropriate correction within a reasonable time, correction made by Buyer will be at the Seller's expense. 11. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As part of this contract fur sale Seller agrees to ascertain whether goods manufactured in accordance widt the specifications attached to this agreement will give rise to the rightful claim of any third person by way of inf&pment of the like. Buyer nukes no warranty that the production ofgoods according ro the specification will not give rise to such a claim, and in no event shall Buyerbe liable to Seller for Indemnification in the event that Seller is sued on the grounds of hiftingement of the like. If Seller h of the opinion tut an infringement or the Isle will resuh, he will notify the Buyer to this effect in writing within two weeks after the signing of this agreemenL If Buyer does not receive notice and is subsequently held liable for the 'Infringement or the like. Seiler will save Buyer hamtess. if Setter In good faith ascertains the production of the goods in accordance with die specifications will result in infiiagemeat of the like, the contract shall be nun and void. 12. RIGHT OF INSPECTION. Buyer shall Lave the right to inspect the goods at delivery before accepting diem 13. CANCELLATION. Buyer shall have the right to cancel for default all or any part ofthe undelivered porion of this order if Seller breaches any of the terra hereof including warranties of Seiler or if the Seller becomes insolvent or commits acts of bankmptcy. Such tight of cancellation is in addition to and not in lieu of any other remedies which Buyer they have k law or equity., 14. TERMINATION. The performance of work under this order may be temunated In whole; or: in part by the Buyer in accordance with this provision.. Termination of work hereunder shall be effected by die delivery of the Seller of a "Notice of Termination" specifying the extent W 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 orBuyer set forth in Clause 13, herein. 15. FORCE MAJEURE Neither party shall be held responsible for losses, resulting ifthe Ahlfhllment of any terms of provisions of this contract is delayed or prevented by any cause not within the control of the party whose performance is interfered with, and which by the exercise of reasonable diligence said party Is unable to prevent. 16. ASSIGNMENT -DELEGATION. No right or interest in this contract shall be assigned or delegation of any obligation made by Seller without the written permission of the Buyer. Any attempted assignment or delegation by Seller shall be wboliy void and totally ineffective forall purpose unless made in conformity with this paragraph. 17. WAIVER. No claim or right arising out of a breach of itis contract can be discharged in whole or in part by a waiver or renunciation of the clahn or right unless the waiver or renunciation is supported by consideration and Is in writing signed by the aggric%vd party. 1& INTERPRETATION -PAROLE EVIDENCE This writing, plus any specifications for bids and performance provided by Buyer it Is advertisement for bids, and any other documents provided by Seller as pan of his bid, Is intended by die parties as a final expression of dein agreement and intended also as a complete and exclusive statement of the terms of their agreement. Whenever a term defined by the Uniform Commercial Code is used in this agreement. the definition contained in the Code is to control 19. APPLICABLE LAW. This agreement shall be governed by the L'nifonn Commereiaf Cade When ever the term "Uniform Commercial Code" is used. I shalt 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 agrecmcaL 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 die other party give written assurance of his intent to perform. to 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 contracL 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, liabilitles, 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 rot it shall be alleged or determined that the act was caused through negtigeoce or omission . of the Seller or its employees, or of the subSelter or assignee or its employees, ifany, and the Seller shalL at his own expense, appear, defend and pay all charges oraromeys and all costs and other expenses arising therefrom of Incurred in connection therewith, and, if any judgrtent shall be tendered against the Buyer in any such action, the Seller shad, 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 lodetusW. keep and save harmless and defend the Buyer as herein provided. 22. TiME. it B hereby expressly agreed and understood that time Is of the essence for the performama of this contact, and falure by contract to nicer the time specifications of this agreement will cause Seller to be in default orthis agreement. 23. MBE The City of Lubbock hereby notifies all bidders tut in regard to any contract entered Into pursuant to this request, minority and women business enterprises will be afforded equal opportunities to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color. sex or natural origin In consideration for an award. I I ■ T Y t City of Lubbock Page - 10 P U R C H A S E O R D E R Date - 5/26/00 Order No. - 178506.000 OP II Brn/Plt 3511 TO: APSCO 5151 50TH LUBBOCK TX 79404 SHiP TO: CITY OF LUBBOCK WATER TREATMENT PLANT ATTN BOB WINKLEMAN 6001 NORTH GUAVA AVENUE LUBBOCK TX 79403 ._---------- — Ordered - 05/25/00 Freight - FOB Destination Frt Prepaid Requested - 06/02/00 Placed By - LAURA RITCHIE (806)775-2163 Special_ InsATTN:-_JOE -RIKER_- .............. ........ Description / Supplier Item Ordered UM-._Unit .Cost-. UM -Extension_ --. Req__Dt- . NPT BLACK STEEL NIPPLE 6" DIA X 36" LONG SCH 40 1.000 EA 76.0000 EA 76.00 06/02/00 NPT BLACK STEEL NIPPLE 6" DIA X 48" LONG SCH 40 2.000 EA 101.0000 EA 202.00 06/02/00 NPT BLACK STEEL NIPPLE 6" CAST IRON GATE VALVE 1.000 EA 210.0000 EA 210.00 06/02/00 BOTH ENDS FEMALE NPT 6" NPT BLACK STEEL PLUG 1.000 EA 11.0000 EA 11.00 65.00 06/02/00 06/02/00 6" X 6" NPT BLACK STEEL 1.000 65.0000 EA TEE PLASTIC CABLE TIES 20.000 EA .5000 EA 10.00 06/02/00 This purchase order encumbers funds In the amount of $60,764.08 for a bid awarded to APSCO of Lubbock, Texas on May 25, 2000 (Resolution #2000- RO in accordance with our response to ITS #00-054, Submersible Pumps and Pumping Equipment. The following are Incorporated Into and made P of this p chase orde y reference: bid submitted by your firm Including the Bid Form; Specifications, and General Conditions of ITB #00-054. EST: `yth-Darhell, City Secretary Windy Sit n, Mayor APPRO AS TO FORM: Total Order Wi liam de Haas, Competition and Contracts ManagerlAttome y Terms .NET .30 ....................................... .. _.... .. 60.764.08 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 narked as follows (a) Seller's nano and address, (b) Consignee's name, address and purchase order or Purchase release number and the supply agreement number if applicable, (e) Container number and bel number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the puking 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 counter weight shall be final and conclusive on shipments not accompanied by packing Puts I SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not authorized to ship die goods under reservation and do leader of a big of lading will opave as a leader of goods. 3. TITLE AND RISK OF LOSS. The title and risk of lou ofthe goods shall not pass so Buyer until Buyer actually receives and takes possession ofthe goods at the point orpoints of delivery. 4. NO REPLACEMENT OF DEFECTIVE TENDER Every lender ofdelivery of goods most fully compiy with all provisions ofthis contract as so time of delimroty, quality and the hike. if a tender Is made which does not fully conform, this Shap constitute a breach and Seller shall not have the right to substitute a conforming tender, provided, when the time for performance las not yet expired, the Seller may reasonably notify Buyer of bis intention to cure and may then make a conforming tender within the contract time but not afterward. S- INVOICES & PAYMENTS. a. Seller shall submit separate invoices, in duplicate, one each purchase order or purchase release after each delivery. Invoices shall indicate the purchase order or purchase release number and the supply agreement number ifapplicable. Invoices shall be itemized and transportation charges, ifany, shall be listed separately. A copy ofthe bill of lading, and the freight waybill when applicable, should be attached to the invoice. 1123 To: Accounts Payable, City of Lubbock P. O. Box 2000, Lubbock, Texas 79437. 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 Seiler if it is detemsined by Buyer that gratuities, in the form of entenair mu it, gifts or otherwise, %vert 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 detem butions 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 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 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 ofthe Buyer and to the extent feasible shaft be identified by die Seller as such. L WARRANTY -PRICE. a. The price to be paid by die Buyer shall be that contained in Setter'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 ofpurchase. In the event Seller breaches this warranty, the prices of the hems shall be reduced to the Seller's current prices on orders by others, or in die 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 emplores ofbona fide established commercial or selling agencies maintained by the Seller for the purpose of souring businaL For breach of viciation ofthis 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 shell not limit or exclude any Implied warranties and any attempt to do so shall tender this Contract voidable at the option ofthe Buyer. Seller warrants Out the goods furnished will conform to the specification, drawings, and descriptions listed in the bid invitation, and to the sample(s) furnished by the Seger, Ifarty. in the creat of a conflict or between the specifications, drawings, and descriptions, the specifications Shall govern. Notwithstanding nay provisions contained in the contractual agreement, the Sena represents and warrants fault -flee performance and fault -free result in One processing date and date related data (including, but not limited to calculating, compering and sequencing) of hardware, software and firmware products delivered services provided under this Contract, and servi Individually or in combination, as the ase may be from the effective date of this Contract Also. the Seger waramts the year2000 calculations will be recognized and accommodated and will not, in any way, result io hardware, software or firmware failure. The City of Lubbock, at Us sok option, may require the Seller, at any time, to demonstrate the procedures it intends to follow in order to comply with an the obligations contained herein- Toe obligations contained herein apply to products and services provided by the Seger, its sub -Seller or any third party involved in the creation or development of fate products and services to be delivered to tat: City of Lubbock under thin Contract Fagure ro Comply with any of the obligations contained herein, may result In the City of Lubbock availing Itself of arty of its rights under the law and ander ibis Contract including, but not limited to, its right petuining ro termination or de&ulL The warranties contained herein are 5e11121ate and discrete from any other warranties specified in this Contract, and are not subject to any disclaimer ofwananry. Implied or expressed, or limitation ofthe Seller's liability which may be specified in this Contract, its appendices. Is schedules, its annexes or any document incorporated is this Contract by reference. 10. SAFETY WARRANTY. Seller warrants that the product sold to die 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 creat the product does not conform to OSHA standards, Buyer TERMS AND CONDITIONS IMPORTANT. READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK, TEXAS GpURCI aMlCOND.DOC may return the product for correction or replacement at the Setter's expense. in the event Seller fails to nuke the appropriate correction within a reasonable time. correction made by Buyer will be at the Sellers expense. 11. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As part ofthis contract for $ate Seller agrees to ascertain whether goods manufactured in accordance with the specifications attached to this agreement will give rise to the rightful claim ofamy third person by way of ktfringement of the like. Buyer nukes no warranty that the production of goods according to the specification will not give rise to such a claim, and Its no event shall Buyer be liable to Seller for indemnifestion In the event that Seller Is sued on the grounds of infringement ofthe like. if Seller is ofthe opinion that an infringement or the like will resuk 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 to infringement or the lice. Seller will Lave Buyer harmless. If Selkr in good faith aseercilas the production ofthe goods in accordance with die 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 derivery, before accepting them. 13, CANCELLATION. Buyer shall have the right to cancel for default all or any pat ofthe undelivered portion ofthis order if Seller breaches any ofthe terms hereof including warranties of Seller or if the Seller becomes 11"lVent or eonunits acts of bankruptcy. Such right of cancellation is in addition a and not in lieu ofany other remedies which Buyer tiny have in law or equity. 14. TERMINATiON. The performance of work under this order may be ten imatet In whole. or in part by the Buyer in accordance with this provision., Termination of work hereunder $full be effected by the delivery of the Seller ofit "iv'otice of Tennirmtion" 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 fate 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 tern of provisions 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 ofreasonable diligence said party is unable to prevent. 16. ASSIGNMENT -DELEGATION. No right or interest in this contract shaft 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 infective for as purpose unless made in conformity with Ibis paragraph. 17. WAIVER No claim or right arising out ora breach ofthis contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless de waiver or renunciation Is supported by consideration and is in writing signed by die aggrieved party, Ill INTERPRETATION -PAROLE EVIDENCE This writing, plus any specifications for bids and perforance provided by Buyer In its advertisement for bids, and any other documents provided by Seller as pan of his bid, is Intended by the panics as a final expression of their agreement and intended also as a complete and exclusive st2tenunt ofthe terms of dheir agreement Whenever a term defined by die Uniform Conmmereial 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. %%Iwm ever the term "Uniform Commercial Code" is used, it shaft be construed as meaning die Uniform Commercial Code as adopted in the State of Texas as effective and in force on the. date ofthis agreemenL 20. RIGHT TO ASSURANCE Whenever one parry to this contract in good faith has tenon to question the other patty'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 nude and no assurance is given within five (S) days, the demanding party may treat this failure as an anticipatory repudiation ofthe contract 21. INDEMNIFICATION. Seller shall indemnify, keep and save harness the Buyer, its agents. officials and employees, against ail h4urics, deals, 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 nay anywise result therefrom, w•hedner or out it shall be alleged or determined that the ad was caused through negligence or omission ofthe Seiler or its employees, or ofthe subSeller or assignee or its employees, if a y. and the Sella shall, at his own expense, appear. defend and pay alt charges of anomeys and an costs and other expenses arising therefrom of incurred in connection therewith, and, ifany judgment shall be rendered against the Buyer In any such anion, the Seller shall, a its own expeases, satisfy and discharge the same Seiler expressly understands and agrees that any bond required by this COMM or otherwise provided by Seller, shall in noway limit the responaiiity to indemnify,an keep and save handless and defend the Buyer as herein provided 22. TiME. It Is; hereby expressly agreed and understood th t time b ofthe essence for the performance ofthis contract, and failure by contract to meet tut? time'speclficatious of this agreement will cause Seller to be In f efault ofthis; agreement. 23. MBE The City of Lubbock hereby motes ah bidders that in terard to any iwntracr entered into pursuant to this request, minority and women business enterprises will be afforded equal opportunkies to submit bids in response to this invitation and will not be discriminated agaimnt on the grounds of race, color, sex or natural origin in consideration for an award.