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HomeMy WebLinkAboutResolution - 6215 - Agreement - PSG Enterprises Inc. & Sout Plains Electric Cooperative - 02_25_1999Resolution No. 6215 Item No. 33 February 25, 1999 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LU13BOCK: 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 an Agreement, attached herewith, by and between the City of Lubbock, PSG Enterprises, Inc., Spring Hill, Florida, and South Plains Electric Cooperative, Lubbock, Texas, hereinafter called SPEC, and any associated documents, which shall be spread upon the minutes of the Council and as spread upon the minutes of this Council shall constitute and be a part of this Resolution as if fully copied herein in detail. Passed by the City Council this 25th A �EST: kavtld barnell, City Secretary APR O D/// AS /TO CONTENT: Paul Thompson Director of Electric Utilities APPROVED AS TO FORM: Amy L,..$ims, sgistant City Att rney gs/ccdocs/PSG & SoUth Plains Elect C'oopses February 1I,1999 day of February , 1999. Resolution No. 6215 Item No. 33 February 25. 1999 AGREEMENT BY AND BETWEEN THE CITY OF LUBBOCK, PSG ENTERPRISES AND SOUTH PLAINS ELECTRIC COOPERATIVE THIS AGREEMENT entered into this 25t-h day of FehruarT! , 1999 by and between the CITY OF LUBBOCK, TEXAS (hereinafter called the "City"), PSG ENTERPRISES, INC., Spring Hill, Florida, (hereinafter called "PSG"), and SOUTH PLAINS ELECTRIC COOPERATIVE, Lubbock, Texas, (hereinafter called "SPEC"). WHEREAS, the City owns an electric utility called Lubbock Power and Light (hereinafter called "LP&L"); and WHEREAS, PSG desires to sell to the City a surge suppression system for use in LP&L; and WHEREAS, SPEC has the ability to train on the installation and service of a surge protection system as well as other services to the City in return for the consideration stated herein; and WHEREAS, the parties desire to create a surge suppression program: NOW THEREFORE, the parties agree as follows: I. Term and Termination 1.1 The term of this Agreement shall commence on the date of execution of this Agreement and shall remain in effect for a period of twelve (12) months, or upon termination, as set forth in this Agreement, whichever is the earlier date. 1.2 After the initial twelve (12) months, this Agreement may be terminated by any party by giving all parties thirty (30) day notice of intent to terminate. It. PSG Responsibilities 2.1 PSG hereby grants City of Lubbock the nonexclusive right to purchase and resell those standard surge suppression products contained in the current HomeGuard Defender offering. 2.2 The pricing quantities of said standard surge suppression products will be determined on the basis of the yearly sum of packages ordered from both the City, by and through LP&L, and SPEC. The prices shall be set in according with Exhibit "A" which is attached hereto and incorporated as if fully set forth herein. 2.3 PSG will provide, at no additional cost, material as needed to assist LP&L in its advertising and marketing of the surge suppression packages. III. SPEC Responsibilities 3.1 In consideration for reduced costs by buying larger quantities, SPEC agrees to provide the following services to LP&L: (1) To provide training in the installation and service of the surge suppression equipment as needed at SPEC's actual cost. (2) To store and inventory the surge suppression packages for LP&L including insurance, bookkeeping and inventory control for a fee not to exceed one percent (1 %) of the price of LP&L's purchased packages. (3) LP&L and SPEC each may draw packages from the pooled sum of each group's purchases. Packages used in excess of the amount actually stored for each entity will be replaced within thirty (30) days of removal from the common stock. (4) SPEC agrees to maintain the surge suppression package combined totals at a level not less than fifty (50) packages. (5) SPEC will order units required by LP&L directly from PSG and bill LP&L directly within ten (10) days of the order being placed. IV. City's Responsibilities 4.1 The City, by and through LP&L, agrees to pay for any surge suppression packages needed by LP&L within 30 days of the date of the order to SPEC pursuant to the provision of Section 2.2 of this Agreement. 4.2 LP&L will keep SPEC informed of anticipated needs. 4.3 LP&L agrees to pay for any services provided by SPEC as described in Subsections 3.1(1) and (2) within thirty (30) days of invoice from SPEC. 4.4 LP&L agrees to share, if requested by SPEC, any advertising or marketing materials received from PSG. V. General Provisions 5.1 PSG acknowledges and represents that it has not entered into any agreements or commitments, which are inconsistent with, or conflict in any manner, with the rights granted herein to the City. 5.2 The parties agree and understand that this contract may not be assigned. AGREEMENT BETWEEN CITY, PSG, AND SPEC PAGE--2 5.3. This agreement shall be governed by and construed in accordance with the laws of the state of Texas. Venue shall be Lubbock County, Texas. 5.4 Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. PSG and SPEC shall at all times remain an "independent contractor" with respect to the services to be performed under this Agreement. The City shall be exempt from payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers' Compensation insurance as the parties are independent contractors. 5.5 Whenever one party is required or permitted to give notice to the other pursuant to this Agreement, such notice shall be deemed given when delivered in hand, by telex or cable, or when mailed by registered or certified United States mail, return receipt requested, postage prepaid, and addressed as follows: CITY: LP&L Administration P.O. Box 2000 Lubbock, Texas 79457 Fax: (806) 775-3112 PSG: PSG Enterprises, Inc. 5186 Commercial Way Spring Hill, Florida 34606 FAX: (352) 597-0167 SPEC: South Plains Elce, Cooperative P.O. Box 1830 Lubbock, TX 79408 FAX: (806) 775-7851 The parties may from time to time change their address for notification purposes by giving the other parties written notice of the new address and the date upon which it will become effective. 5.6 PSG and SPEC shall indemnify, hold harmless, release and defend, to the fullest extent permitted by law, the City, and City's respective officers, employees, elected officials and agents, from and against any and all losses, damages, claims or liabilities, of any kind or nature, which arise directly or indirectly, or are related to, in any way, manner or form, the activities contemplated hereunder, including, but limited to, losses, damages, claims or liabilities arising from or related to, in any way, manner or form, the act or omission of third parties. The indemnity and release provided herein shall survive the termination or voidance of this agreement. 5.7 No failure on the part of parties at any time to require the performance by any other party of any term of this Agreement shall be taken or held to be a waiver of such term or in any way affect the parties' rights to enforce such terns, and no waiver on the part of parties of any term of this Agreement shall be taken or held to be a waiver of any other term hereof or the breach thereof. All remedies provided for in this Agreement shall be cumulative and in addition to, and not in lieu of, any other remedies available to either party at law, in equity or otherwise, and may be enforced concurrently therewith or from time to time. 5.8 The illegality, invalidity or unenforceability of any particular provision of this Agreement shall not affect any other provisions, and this Agreement shall be construed in all respects as if such illegal, invalid or unenforceable provision had not been contained herein. 5.9 This Agreement, including any exhibits, schedules and documents referred to in this Agreement or attached hereto constitute the entire and exclusive agreement between the parties hereto with respect to the subject matter hereof, and there are no oral or written representations, AGREEMENT BETWEEN CITY, PSG, AND SPEC PAGE--3 understandings or agreements relating to this Agreement that are not fully expressed herein. The parties agree that any of the terms and conditions included in any bid tender documents, quotes, acknowledgments, proposals, bills of lading, or other forms utilized or exchanged by the parties shall not be incorporated herein or be binding, unless expressly agreed upon in writing by authorized representatives of the parties. This Agreement shall not be amended, modified or supplemented without the written agreement of all parties at the time of such amendment, modification or supplement. 5.10 The captions in this Agreement are for convenience in identification purposes only, are not an integral part of this Agreement and are not to be considered in the interpretation of any part hereof. 5.11 This Agreement may be executed in separate counterparts, each of which when so executed shall be an original, and all of such counterparts should together constitute but one and the same instrument. IN WITNESS WHEREOF, the parties have each caused this agreement to be signed and delivered as of the effective date. Ci of bb. By: ind At t: Kayth 91arnell, City Secretary Appr e s to content: Paul Thompson, Director Of Electric Utilities Approved as to Form: Amy L. S ci Assistfit ty Attorney PSG Ent ses, In By: Pine Br-urdett, fresident, PSGi Attest: South am E3ectrjr Cooperative By:J /`C/ Roberts, General Manager AGREEMENT BETWEEN CITY, PSG, AND SPEC PAGE-4 EXHIBIT "A" PRICE QUOTE FOB SHIP VIA Terms Lubbock Truck Net 30 DAYS Qty Description Unit Price 1-500 HGD-113M HomeGuard Defender Package $149.95 501-1000 HGD-113M HomeGuard Defender Package $144.95 1001-5000 HGD-113M HomeGuard Defender Package $139.95 Price is guaranteed for 12 months upon acceptance AGREEMENT BETWEEN CITY, PSG, AND SPEC PAGE--5