Loading...
HomeMy WebLinkAboutResolution - 2011-R0392 - PO - Trapeze Software Group - EDI Module For Citibus Software - 09_08_2011Resolution No. 2011—RO392 September 8, 2011 Item No. 5.16 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock, Purchase Order 27102413 for the purchase of EDI Module for Citibus Software by and between the City of Lubbock and Trapeze Software Group, Inc. of Scottsdale, Arizona, and related documents. Said Purchase Order Contract 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 on September 8, 2011 TOM MARTIN, MAYOR ATTEST: Garza, City Secretary AS TO CONTENT: City Manager APPROVED AS TO FORM: Chad Weaver, Assistant City Attorney : cedocs/RES. Trapeze Software Group, Inc-Purchase0rd ugust 26, 2011 city of lubbock FIXAS PURCHASE ORDER TO: TRAPEZE SOFTWARE GROUP INC 8360 E VIA DE VENTURA SUITE L-200 SCOTTSDALE Arizona 85258 INVOICE TO: CITY OF LUBBOCK ACCOUNTS PAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 Ordered 08/26/2011 Freight Requested 10/07/2011 Taken By Delivery PER ROSENCRANSE B REQ 38165 Description/Supplier Item DEP ASST-MACH & EQUIP EDI MODULE & LICENSE DEP ASST-MACH & EQUIP EDI WARRANTY Terns NET 30 DAYS SHIP TO: BY: SOLE SOURCE Page - 1 Date - 08/26/2011 Order Number 27102413 000 OP Branch/Plant 271 CITIBUS PO BOX 2000 LUBBOCK Texas 79457 Ordered Unit Cost UM 1.000 27,425.0000 EA 1.000 4,000.0000 EA IW0"4ZOW Extension Request Date 27,425.00 10/07/2011 Total Ordsr 4,000.00 10/07/2011 31,425.00 This purchase order encumbers funds in the amount of $31,425 awarded to Trapeze Software Group Inc.. of Scottsdale, Arizona, on September S, 2011. The following is incorporated into and made part of this purchase order by reference: Price quotation dated August 24, 2011 from Trapeze Software Group Inc. of Scottsdale, AZ Resolution# 2011-RO392 CITY OF LUBBOCK Tom Martin, Mayor AT' ST: DX- Ra Garza, City Secreta TERMS AND COND17IONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK, TEXAS Seller and Buyer agree as follows: 1. SELLER TO PACKAGE GOODS, Sella will package goods in acconimce with good commercini practice. Each shipping container shall be clearly and perromently marked as follows (a) Seller's tame mad address, (b) Comignee's name, address and purchase ceder or purchase release number and the supply agreement number if applicable. (c) Container number and total number of contaioas, e.g, box 1 of 4 boxes, and (d) the number of the container bearing the packing slip. Sells shall bear con of packaging ales otherwise provided. Goods shall be suitably packed to secure lowest tra porration costs and to conform with requirements of commoe carriers and any applicable specifications. Buyer's count or weight shall be final and conclusive as shipmaru net accompanied by packing Betz 2, SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not audwrizef to ship the goods under enervation 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 loan of the goods shall not Pon to Buyer until Buyer actually receives and uk= possession of don goods at the point or points of delivery. 4. NO REPLACEMENT OF DEFECTIVE TENDER. Every tenderof delivery of goods moat fully comply with all prwtslons of this convict as to Hme of delivery, quality and the lilte. If a tender is made which does not folly conform, this shall constitute a breach and Seller shall not have the right to substitute a conforming tender, provided where &a time for performance has not yet expired, the Seller may resso ably notify Buyer of hie intention to cum and may then make a conforming tender within the contract time but not aRmrard 5. IN VOICES A PAYMENTS, a. Seller shall submit separate invoices, to duplicate, are each purchase order or purchase release after each delivery. level= shall indicate the purchase order or purchase release number and the supply agreement m anber Vapplicable. invoices shall be lkmbed and transportation charges, if any, shall be [Wed separately. A oopy of the bill of lading, and the freight waybill when applicable, should be wacliad to the Invoice. Mail To: Accounts Payable, City ofLubbock. P. O. Box 2000, Lubbock, Texas 79457, Payment shall not be due until the above indrumentr am submitted aftadelivery. 6. GRATUITIES, The Buyer may. by written notice to rho Seller, cancel this contract without liability to Seller ifit is desemined by Buyer dial gratuities, in the form of entertainment, gifts or otherwise. were offered or given by the Seller. or any agent orrepreseitrain of the Seller. to any oflleer or employee of the City of Lubbock with a view to securing a contract or securing fevarable treatment with reslica to the awarding or amendinf, or the making army delerminetiom with respect to the performing of such a comma in the evert this contract is canceled by Buyer pursuant to this provision, Buyer shall be entitled, in addition to any odsa rights and remedies, to recover or withhold tw amount of the ear incurred by Seller in Providing such Brawities 7. SPECIAL TOOLS & TEST EQUIPMENT. Ifthe price stated on die face hereof includes the coat of any special tooling or special test equipment fabricated or required by Seller for the purpose of filling this ardor, such speclid tooling equipment and any p vocn; shear related therebo shall become the property of the Buyer and to the cxteat feasible shag be idertif ed by the Seller as wok 8. WARRANTY -PRICE. a. The price to be paid by the Buyer shall be that contained in Seller's bid which Scaler warrants to be no higher than Seller's curies protean on orders by others for psodum of the kind and specification covered by this agreement for similar quantities under similar of like conditions and methods of purchase. In the event Setter breeckes this warranty, the prices of the items shall be reduced to the Seller's cum* pica on orders by alas, or in the alternative. Buyer may cancel this contract widnam liability to Seiler for breach or Seller's actual expense. b. The Seller warrants that no person or selling agency has beer employed or retained to solicit or secue this contract upon an agreement or understanding forcormsission, Percentage. brokeraprr. or cortingmt lee excepting boom flde employees of bona fide c"ished caawmrcW or selling ageoeies maintained by the Seller for the purpose of souring business. For breach of vlciatkon of this warranty the Buyer shall have the right to addition to any other right of rights to cancel this convict without liability and to deduct from the contract price, or otherwise recoverwidmA liability amd to dedthct from the emoted price, orotherwise recover the %U amount of such commission, percentage. brokerage or contingent fee. 9. WARRANTY -PRODUCT. Seller shall no limit orexcl de any implied ware tka and my attempt to do so shall tender this contract voidable at the option of the Buyer. Seller warrants that the goods finished will confirm to the spocitkaboa, drawltilla, and description IWW in the bid invirsiar, and to the sample(s) furnished by cite Sella, if any. Inthe event of a conflict or between die specifications, drawings, mad desaiPtioci the gsocificatlarn shati govern. Notwiti Ameling any provislons coulabied in the coatracti al agroemmt, the Sella represents and warrants fauh-bee performance and fault -fiat nesuk in the processing date and date related data (Including, but ad limited to calculating, compering and sequencing) of all hodwars, software and firmware products delivered and servicesprovided under thisCooraes, iadividually or in combination, as the case many be Ran the effective data of this Contract. Also, the Sella warrants the year ZODO calculations will be recophoed and accommodated and will not, in any way, result in hrdwere, software or firmware faihua. The City of Lubbock, at its sole optics may require the Seiler, at my tim to demonstrate fie procedures it mteads to follow in order to comfy with all the obligations contained berets. The obligations contained herein apply to products and services provided by the Seller. its sub-Setkr or any third parry involved in the c ration, or developmemt of the products and services to be delivered to the City of Lubbock under this Contract. Failure to comply with any of the obligations contained herein, may result in the City of Lubbock availing itself of any of its rights under the law and wader this Contract including, but not limited to, its right pate fining to termination or default The warranties comet ed hared we feparm and discrete from my other warrmtien specified m this Contract, and are oat subject to any disclaimer of warrmuy, implied or expressed, or limitation of the Seller's liability which may be specified in this Connism its appendices, its schedules, its annexes or any document incorporated in this Convect by reference. 10. SAFETY WARRANTY. Sella warrants cal rite product sold to the Buyer dull conform m the standards promulgated by the U. S. Department of Labor under the Occupational Safety and He" Act of 1970. in the event the product does nor conform to OSHA standards, Buyer may return the product for correction or replacement at the Seller's expensela the event Sella fails to make the appropriate correction within a reasonable rim correction made by Buyer will be at the SeHer's expense. 11, NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As part of this contract for sale Sella agrees to ascertain whether goods manufactured in accordance with der specifications attached to this agreement will give rise to the niplidtl claim army third person by way of infihhgemeat of the lice. Buyer makes no warranty that the production of goods according to the specification wig no give rise to such a cIsfi116 and to so evert shall Buyer be liable to Seller for indemnification in the event that Seller is sued on the grounds of inflingsnemnt of the lake. If Seller is of the opinion that m isi ingemetl a the lira will result, he will notify the Buyer to this effect in writing within two weeks after the signing of this ageernert. If Buyer does rot receive notice and Is subsequently held liable fior the inf}bngemeaf or the Ill% Sella will am Buyer lurrrlm if Seiler in good ffilh aacaAairs the production of the goods is accordance with die specifications will result in lr5iageme 'or the like. the contract skull be null sad void 12. RIGRrr OF INSPECTION. Buyer shall have the right to imspom the goods at delivery before accepting thee. 11. CANCELLATION. Buyer sball have the right to cancel for defauh all or any put of the undelivered portion of this order if Sella htraclux cry of tie terns late[ Including warranties of Salkr or if the Seller becomes isokeet or canucks acts of bankruptcy, Starch right of cancellation is it addition to and not in lleu of any other remedies which Buyer may have in law or equity. 14. TERMINATION. The performance of work under this order maybe terminated in whole, or in pus by the Buyer ire accordance with this provision. Tamin tion of work hereunder "I be eRected by the delivery of din Sella of s "Notice of Termination" specifying the extent to which performance of wart under the order is terminated and die data ugmn which such termination becomes effective. Such tight or termination Is in addition to and not in lice of the rights of Buyer act forth in Claw 13, herein. 15. FORCE MAJEURE. Neither party shall be held responsible for losses, reacting If the fulfillment of cry terms of provisions of this contract is delayed or priamted by my cause not within the cormal of the pony whose perf irnuoct is interfered with. and which by the exercise of moom" diligence said party is unable to prevent. I& ASSIGNMENT -DELEGATION. No right or interest in this contract shall be assigned or delegating of any obligation made by Sella without the written permit" of the Buyer. Any attempted asigruneot or delegation by Sella shall be wholly said and totally inetTiectfve for all purpose rmleas made in comltbtmty with this paragraph. 17. WAIVER. No claim or right rising out of a breach of this contract can be discharged In whole or In pot by a waiver or maunciatlm of tsc claim or right unless die waiver or renunciation is supported by consideration and is in writing signed by die aggrieved party. IS. INTERPRETATION -PAROLE EVIDENCE. This writing, plus my specifications for bids and Oerformaince provided by Buyer in its advertisement for bids. and any other documents provided by Sella as put of his bid, is Intended by the parties as a I-mal expression of their agreement and intended also as a complete and exclusive staterrmt of the term. of their agteetnet. Whenever a ram 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 shad be governed by the Uniform Commercial Cole. Where ever the lcnm "Uniform Commercial Code" is used, it shall be coruuued as meaning the Uniform Commercial Code as adopted in the State of Texts as effctive and In force on der date ofthis agreement 20. RIGHT TO ASSURANCE. Whenever one party to this contract is good ihitk his reason to question the other party's intent to perform he may d m=W that the other party give wrirtm asurance of hie intent to perform In tine evens that a dermarsd is made and no assurance Is given within five (5) days, the demanding bah' may crest this failure a an anticipatory repudiation of the contract. 21. INDEMNIFICATION. Sella shill indemnify, keep and sour harmless the Buyer, is agents, officials and employeas, against all iejuim deaths, lop, damages, chnjin , patent claims, suit% liabilities, judgment; cents and expenses which may in anywise aerns against the Buyer In consequence of the granting of this Contract or which may anywise result tteref errs. whether or not it shall be allegred a determined that the ad was caused through negligence or omission of the Sella or its employers, or of tba subSelter or assignee or its employees. if any, and the Seller shall, a his errs expense, appear, defend and pay all charges of attorneys and all costs ad other expenm arising tharefrom of incurred it connection therewith. a4 if my judgment shall be reader ed spatial the Buyer lea any such maim the Seller shall. at is owe expenses, satisfy send discharge the same Sella expressly mrder>nnds and agrees that my bond required by this catrect, or otherwise provided by Sella. shall in no way limp do responsibility 10 indcam*. keep and we harmless and defend the Buyer me ham provided 22. TIME. It is hereby expeessly @greed and understood that time hi of the essence for the performance of this contractand failure by contract to wed the rime specifications of this agrt . . will cause Seller to be in defmk of this agreement. 23, MBE. The City of Lubbock hereby nolifia all bidders that in regard to any contract entered into pursuant to this request, minority and women business enterprises will be afTrrded equal oppor uoi6as to submit bids in response to this invitation and will not be disaiminated against on the grounds of race. cola, sex or natural origin in considauice for an award. Rev. 09/2005