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HomeMy WebLinkAboutResolution - 2002-R0332 - Purchase Order For Flow Meters - 08/29/2002Resolution No. 2002-RO332 August 29, 2002 Item No. 65 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock, a Purchase Order for flow meters, by and between the City of Lubbock and Macaulay Controls Company of Houston, Texas, and related documents. Said Purchase Order is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. Passed by the City Council this 29th ATTEST: Rebecca Garza, City Secretary APPROVED AS TO CONTENT: qtt� A� Victor Kilman, rchasing Manager APPROVED AS TO FORM: —r William de Haas Contract Manager/Attorney gs/ccdocs/Purchase Order -Macaulay Controls Co.res August 15, 2002 day of August , 2002. City of Lubbock PURCHASE ORDER T0: MACAULAY CONTROLS COMPANY PO BOX 890321 HOUSTON TX 77289 0321 Resolution No. 2002—RO332 Page - 1 Date - 8/09/02 Order No. - 228685-000 OP Brn/Plt - 3511 SHIP TO: CITY OF LUBBOCK WATER RECLAMATION PLANT 3603 GUAVA AVENUE LUBBOCK TX 79403 Ordered - 08/09/02 Freight - FOB Destination Frt Prepaid Requested - 10/09/02 Placed By - RANDY WOOD Special Ins PER GERRY AVERETT RFP#16902/RW REQ#21942 Description / Supplier Item Ordered UM Unit Cost UM Extension Req. Dt --------------------------- - Marsh-McBirney Mod 450 - 5.000 EA 9,995.0000 EA 49,975.00 10/09/02 Alignment Tool P/N 80001240 1.000 EA 110.0000 EA 110.00 10/09/02 Temporary Mount(34-52") 1.000 EA 495.0000 EA 495.00 10/09/02 Retrieval Pole & Hook 1.000 EA 138.0000 EA 138.00 10/09/02 Freight 1.000 EA 150.0000 EA 150.00 10/09/02 This purchase order encumbers funds in the amount of $50,868.00 for a bid awarded to Macaulay Controls Company of Houston, Texas on August 29, 2002 accordance with your response to RFP #169-02, Flow Meters. The following are incorporated into and made part of this purchase order by referenceiid submitted by your firm including the Bid Form; Specifications, and General Conditions of RFP #169-02. LUBBOCK Marc McDou6al, Mayor /// APPROVE AS TO FORM William de Haas, Contract Manager/Attorney ATTEST• �Qjo4o—�� Rebecca Garza, City Secretary Total Order �-e-r-m-s -------------- ---- -TNET 30 50,868.00 TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK, TEXAS Seller and Buyer agree as follows: i. CELLER 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 i f applicable, (c) Container number and total number orcoutainers, e.g. box 1 of 4 boxes, and (d) the number of the conniver bearing the packing slip. Seller shall bear cost of packaging unless otherwise provided. Goods shall be suitably picked to seem lowest transportation costs and to conform with requirements of common. carriers and any applicable specifications. Buyer's count or weight shall be foal and conclusive on shipments not accompanied by packing lists. 1 SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not authorized to ship the goods under reservation and no tender of a bill of lading will operate as a tender of goods. 3. TITLE AND RISK OF LOSS. The title and risk of loss of the goods shall not pus to Buyer until Buyer actually receives and takes possession of the goods at the point or points of delivery. a. NO REPLACEMENT OF DEFECTIVE TENDER. Every tender of delivery of goods must fully comply with all provisions of this contract ai to time of delivery, quality and the Bice. If it tender is made which does not fully conform, this shalt constitute a breach and Seller shall cot have the right to substitute a conforming tender, provided, where the time for performance has not yet expired, the Seller may reasonably notify Buyer of his intention to cure and may then make a conforming tender within the contract time but not afterward. 5. INVOICES & PAYMENTS. a. Seller shall submit separate invoices, in duplicate, one each purchase order or purchase release after each delivery. Invoices shall fodiatc the purchase order or purchase release number and the supply agreement number if applicable. Invoices shall be itemized and transportation charges, ifany, shall be listed separately. A copy of the bill of lading, and the ficfght w:,:.iii when applicable, should be attached to the invoice. Mail To: Accounts Payable. City of Lubbock, P. O. Box 2000, Lubbock. Texas 79457. Payment shall not be due until the above instruments arc submitted after delivery. b. GRATUITIES. The Buyer may, by written notice to the Seller, cancel this contract without liability to Seller if it is determined by Buyer that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Seller, or any agent or representative of the Seller, to any officer or employee of the City of Lubbock with a view to securing a contract or securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performing of such a contract. In the event this concoct is canceled by Buyer pursuant to this provision, Buyer shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by Seller in providing such gratuities. 7 SPECIAL TOOLS & TEST EQUIPMENT. if the price stated on the face hereof includes the cost ofany special tooling or special test equipment fabricated or required by Seller for the purpose of filing this order, such special tooling equipment and any process sheets related thereto shall become the property of the Buyer and to the extent feasible shall be identified by the Seller as such. S. WARRANTY -PRICE. a. The price to be paid by the Buyer shall be that contained in Seller's bid which Seller warrants to be no higher than Seller's current process on orders by others for products of the kind and specifreation 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 canal this contract without liability to Seller for breach or Seller's actual expense. b. The Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon in agreement or understanding for commission, percentage, brokerage, or contingent fee excepting bona fide employees of bona ride 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 tights 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.-* shall render this contract voidable at the option of the Buyer. Seller warrants that the goods famished will conform to the specification, drawings, and descriptions listed in the bid imitation, and to the sample(s) furnished by the Seller, if any. In the event of a conflict or between the specifications, drawings, and descriptions, the specifications shall govern. Notwithstanding any provisions contained in the contractual agreement, the Seller represents and warrants fault -free performance and fault -free result in the processing date and date related data (including, but not limited to calculating, comparing and sequencing) of all bardwwr, software and firmware products delivered and services provided under this Contract, individually or in combination. as the case may be from the effective date oftbis 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 Lubbo k, at its sole option, rosy 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 perry involved in the creation or development of the products and services to be delivered to the City of Lubbock under this Contract Failure to comply with any of the obligations contained herein, my result in the City of Lubbock availing itself of any of its rights under the law and under this Contact including, but not limited to, its right pertaining to termination or defauiL The warranties contained herein are separate and discrete from any other warranties specified in this Contract and are not sublets to any dL<claimer of wamnty, implied or exptesud, or limitation of the Seller's liability which may be specified in this Contract, its appendices, its schedules, its annexes or any document Incorporated in this Contract by reference. 70. 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 Oceupattonal Safety and Health Act of 1970. In the event the product does not conform to OSHA standards, Buyer may return the product for correction or replacement at the Seller's expense. In the event Seller fails to make the appropriate correction within a reasonable time, correction made by Buyer will be at the Seller's expense. 11. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As part of this contract for sale Seiler agrees to ascertain whether goods manufactured in accordance with the specifications attached to this agre merit will give tine to the rightful claim of any third person byway of infringement of the like. Buyer makes no warranty that the production of goods according to the specification will not give rise to such a claim, and in no event shall Buyer be liable to Seller for indemnification in the event that Seller is sued on the grounds of infringement of the like. If Seller is of the opinion that an infringement or the hike 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 naive notice and its subsequently held liable for the Infringement or the ICBM. Seller will save Buyer harmless. If Seller in good faith ascertains the production of the goods in accordance with the specification will result in infringement or the like, the contract shall be cull 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 par ofthe undelivered portion of this order if Seller breaches any of the terms hereof including warranties of Seller or if the Seller becomes insolvent or commits acts of bankruptcy. Such right of cancellation is in addition to and not in`lieu of any other remedies which Buyer may have in law or equity. 14. TERMINATION. The performance of work under this order may be terminated in whole, or in part by the Buyer in accordance with this provision Termination of work hereunder shall be effected by the delivery of the Seller of a "Notice of Termination" specifying the extent to which performance of work under the order is terminated and the date upon which such termination becomes effective. Such right or termination is in addition to and not in lieu of the rights of Buycr set forth in Clause 13. herein. 15. FORCE MAJEURE. Neither party shall be held responsible for losses, resulting if the fulfillment of any terms of provisions of this contract is delayed or prevented by any cause not within the control of the parry whose performance is interfered with, and which by the exercise ofteasonable diligence said party is unable to prevent 16. ASSIGNMENT -DELEGATION. No right or interest in this contract shall be assigned or delegation of any obligation made by Seller without the written permission of the Buyer. Any attempted assignment or delegation by Seller shall be wholly void and totally ineffective for all purpose unless made in conformity with this paragraph. 17. WAIVER No claim or right arising out of a breach of this contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. 18. INTERPRETATION -PAROLE EVIDENCE. This writing, plus any specifications for bids and performance provided by Buyer in its advertisement for bids, and any other documents provided by Seller as part of his bid, is intended by the parties as a fatal expression of their agreement and intended also as a complete and exclusive statement of the terms oftheir agreement Whenever a term defined by the Uniform Commercial Code is used in this agreement the definition contained in the Code is to control. 19. APPLICABLE LAW. This agreement shall be governed by the Uniform Commercial Code. Where ever the term "Uniform Commercial Code" is used, it shall be construed as meaning the Uniform Commercial Code as adopted in the State of Texas as effective and in force on the date of this agreement 20. RIGHT TO ASSURANCE. Whenever one party to this contract in good faith her reason to question the other party's intent to perform he may demand that the other party give written assurance of his intent to perform. In the event that a demand is made and no assurance is given within five (5) days, the demanding party may treat this failure as an anticipatory repudiation of the contract 21. INDEMNIFICATION. Seller shall indemnify, keep and save harmless the Buyer, its agents, officials and employees, against all injuries, deaths, loss, damages, claims, patent claims, suits, liabilities, judgments, costs and expenses, which may in anywise acane 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 subSelter or assignee or its employees, if any, and the Seiler shall, at his own expense, appear, defend and pay all charges of attomeys and all costs and other expenses arising therefrom of incurred in connection therewith, and, if any judgment shall be rendered against the Buyer in any such action, the Seller sbatl, 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 houllm 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 coetraet and failure by contract to meet the time specifications of this agreement will cause Seller to be in default of this agreement 23. MB& The City of Lubbock hereby notifies all bidders that in r: gard to any contract entered into pursuant to this request minority and women business enterprises will be afforded equal opportunities to subunit bids in response to this invitatiou and will not be discriminated against on the grounds of race, color, sex or natural origin in consideration for an award. G:PURCHITERMCOND.DOC