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HomeMy WebLinkAboutResolution - 2006-R0606 - Agreement - AT&T Datacomm - Processor Upgrade To Telephone Switch - 12_19_2006Resolution No. 2006-RO606 December 19, 2006 Item No. 5.21 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 Agreement for a processor upgrade to the City's telephone switch, by and between the City of Lubbock and AT&T DataComm, and related documents.. Said Purchase Agreement 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 19th day of December , 2006. DAVID A. MfLLFR, MAYOR ATTEST: Re ca Garza, City Secretary APPROVED AS TO CONTENT: Mar '/earACod Assistant City Manager/Chief Information Officer APPROVED AS TO FORM: City Attorney gs/ccdocs/Purch Agrmnt-AT&T processor upgrade.res 12/13/06 CITY OF LUBBOCK Page - 1 PURCHAS E ORDER Date - 12/12/06 Order No. - 304359 000 OP kill THE NEW AT&T (GOVERNMENT/EDUCATION/MEDICAL) PO BOX 2878 LUBBOCK TX 79408 CITY OF LUBBOCK MUNICIPAL BUILDING TELECOMMUNICATIONS 916 TEXAS AVENUE ATTN: LESLIE COX INVOICE TO: CITY OF LUBBOCK ACCOUNTS PAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 BY: ------ Ordered ----------- 12/12/06 ----------- Freight ----------------------------------------------- - FOB Destination Frt Prepaid Requested - 01/11/07 Taken By - RANDY WOOD Delivery --------------------------------------- - PER LCOX REQ#28434 DIR CONTRACT#DIR-SDD-232 ................... ------------------- Description / Supplier Ite 1000M Multi -Group w/FNF & I Phone Switch Upgrade Ordered UM Unit Cost UM Extension 1.000 EA 123,232.9000 EA 123,232.90 Req. Dt 01/11/07 This purchase order encumbers funds in the amount of $123,232.90, for the purchase of a phone switch upgrade, awarded to AT&T, of Lubbock, TX, on December 19, 2006. The following are incorporated into and made part of this purchase order by reference quote submitted by to AT&T, of Lubbock, TX. Resolution No. 2006—RO606 CITY OF LUB ATTEST: David A. M' ler, Mayor Reb cca Garza, City Secretary APPROV D AS T F 4 Att rney Total Order Terms NET 30 123,232.90 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 prucuce. Each .chipping container stall be clearly and permanently marked as follows tat Seller's name and address, tbl Consignee's name• address and purchase order or purchase release number and the supply agreement number if applicable, (c) Container number and total number of corntairsers, e.g. box I of 4 boxes, and !dI the number of the container bearing the pecking slip. Seller shall bear cost of packaging unless otherwise Provided. Goods shall be suitably packed to secure lowest transportation costs and to oonfunn with requirements of common carriers add any applicable specifications. Buyer's count or weight shall be final and conclusive on shipments net accompanied by pecking lists. 2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is rxr audiariaed to ship the goods under esen rtmm and no lender u1 a bill of lading will operate as a render of goals. 3. TITLE AND RISK OF LOSS. The title and risk of loess of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the gouda at the point or points of delivery. 4. NO REPLACEMENT OF DEFECTIVE TENDER. Every tender ofdelivery ofgoods must fully comply with all provisions of this contract as to time of delivery, quality and the like. Ifa terrier is made which does not fully conform, this stall svnstivaie a breach and Seller shall not have the right to substitute a conforming tender, provided, where the time for performance has not yet expired, the Seller may reasonably notify Buyer of his intention to care and may then make a conforming tender within the contract time but not afterward. 5. INVOICES & PAYMENTS. a Seiler shall submit separate invoices, in duplicate, one each purchase order or purchase release ■Her each delivery. Invoices shall indicate the ptrchax 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, shndd be attached to the invoice. Mail To: Accounts Payable. City of Lubbock, P. O. Box 20114t, Lubbock. Texas 79457. Payment shalt Fiat be due until the above instruments are submitted after delivery, 6. GRATUITIES, The Buyer may, by written notice to the Seller, cancel this contract without liability to Seller if it is determined by Buyer that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Seller, or any agent or representative of the Seller, to any officer or employee of the City of Lubbock with a view to securing a contract or securing Favorable treatment with respect to the awarding or amending, or the making ofany determinations with respect to the performing of such a connect In the event this contract is canceled by Buyer pursuant to this provision. Buyer shall he enlitledL in addition to any other rights and remedies, to recoveror withhold tie 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 sheds related thoreto shall became the property of the Buyer and to the extent feasible steal I be identified by the Seller as such. 8. WARRANTY -PRICE. a. The pride to lie paid by the Buyer shall he that contained in Seller's bid which Seller warrants to be no higher than Seiler-s current process on orders by others for products of the kind and specification covered by this agreement for similar quantities under similar oflike conditions and mabota 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 When, at in the alternative. Buyer nay cancel this contract without liability to Seller for breech or Seller's actr.al expense. h. The Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon m agreement or umierslarding for commission, percentage, brokerage, or contingent fee excepting burn fide employees orbosna fide established curesmercia[ or seeing agencies maintained by rho Seller fur the purpose of securing business. For breach of viciaton of this warranty the Buyer shall have the right in addition to any other right of rights to caluel this contract without liability and to deduct from the contract price, or otherwise recover without liability and to deduct from the contract price, or uthmvise 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 ancrnpt to do w shalt Fonder this contract voidable at the option of the Buyer. Seller warrants than the ganda furnished will conform to the specification, drawings, end descriptions listed in the bid invitation, and to the samplefsl furnished by the Seller, if any. In the event of a conflict or between the specifications, drawings, add descriptions, the specifications shall govern. Notwithstanding any provisions contained in the contractual agreement, the Sclicr.represents and warrants fault -free performance and fault -fen result in the processing dive and date related data (including. but nor limited to calculating, comparing and sequencing) of all hardware, software and firmware products delivered and services provided under this Contract, individually Or in combination, as rho case may be from the effective date of this Contract. Also. the Seller warrants the year2f)I11f calculations will he recognized and accummadi tod and will not, in any way, result in hardware, sofiwee or firmware faduc. The City of Lubbock. at its vide option, may «quirt the Seller, at any tine. to demonstruc 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 parry involved in the creation or dad elopnent of the products and services to be delivered to the City Of Lubbock under this Contract. Failure to comply with any of the ubGgations contained herein, may mutt in the City of Lubbock availing itself ofany, w' an of its rights under the tad under this Contract including, but not limited to, its right pertaining to lerminatiduu ur default. The warranties contained herein are sepursic and discrete from any other warranties specified in this Contract, and are not subject to any disclaimer of warranty, implied or expressed, or limitation of the Seller's liability which may be specified in this Contract, its appendices, its schedules, its annexe's or any document incorporated in this C'untract by reference. 10. SAFETY WARRANTY. Seller warrants that the product sold to the Buyer shall conform to the standards pndnulgared by the U. S. Department ofLabur under the Occupation[ Safety and Health Act of 1970. In the event the product does nix conform to OSHA standari6, Buyer may return the product for correction or replacement at the Seller's expense. In the event Sol Ice fails to make the appropriate correction within a reasonable time, correction nude by Buyer will he at the Selicr's expense_ 1 I. nv0 WARRANTY BY BUYER AGAINST INFRINGEMENTS. As part ofthis contract for sale Seller agrees to ascertain whether goods manufactured in accordance with else specifications attached to this agreement will give rise to the rightful claim army third person by way of infringement of the like. Buyer nukes no warranty that the pr dwtion of gaols 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 surd on rho grounds of infringement urthc Bike. IF Seller is of the opinion that m infringement or the like will result, he will notify rho Buyer to this effect in writing within two weeks after the signing of this agreement. If Buyer dries not receive notice and is subsequently held liable for the infringement or the dike. Seller will save Buyer harmless. IrSeller in good faith ascertains the production of the goods in accordance with the specifications will result in infringement or the like. the contract shall he null and void 12. RIGHT OF INSPECTION. Buyer shall have the right to inspect the goods at delivery before acrepling them. 13. CANCELLATION. Buyer shall have [he right to cancel for default all or any part of the undelivered portion of this order if Seller breaches any of the reams hereof met udi rig warranties of Seller or if the Seller becomes inwlva t or commits acts of bankruptcy. Such right of vancellarion 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 maybe terminated in whole, Or in part by the Buyer in accordance with this provision. Termination of work hereunder shall he effected by [he delivery of the Seller are "Notice of Termination" specifying [be 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 MAIEURE. Neither party shall be held responsible for losses, resulting' if the fulfillment of any terms of previsions of this contract is delayed or prevented by any cause not within the control of the party whose perfomance is interfered with, and which by the exercise of reasonable diligence said parry is suable to prevent. 16. ASSIGNMENT -DELEGATION. No right or interest in this contract shalt 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 wits this paragraph. 17. WAIVER. No claim or right arising out of a breach of this contract can be discharged in whole or input 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 parry. 18. IN'TERPRETATION•PAROLF EVIDENCE. This wtihng, plus any specifications for bids and performance provided by Buyer in its advertisement for bids, and any other docurttmta provided by Seller as part of his bid, is intended by the parties as a final expression ol'their agreement and intended also as a complete and exclusive statement of the terms of their agreement. Vi haevcr a term defined by the Uniform Corrramaria) Code is used in this agreement, the definition contained in the Cade is to control. 19. APPLICABLE LAW. This agreement shall be governed by the UN form Commercial Code. Whole ever the term "Uniform Commercial Code" is usetL it shalt be construed as meaning the Unifomn Com racial Cafe m 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 parry's intent to perform he may demand that the other parry give written assurance of his intent to perform. In the event that a demand is nude and no assurance is given within five (5) days, the demanding party may meat this failure as an anticipatory repudiation of the cunft tl. 21. INDEMNIFICATION. Seller shall indemnify, keep and save harmless the Buyer, its agents, officials and employees, against all injuries, deaths, loss, damages. claims, patent clatms, suits, liabilities, judgments, coats and expenses, which may in mhywiw amnse against the Buyer in consequence of the granting of this Contract or which may anywise result therefrom whether or nor it shall be alleged m determined that the act was caused through rtegligenec or omission of rho Seller or its employees, or of the subSeller or assignee or its employees, if any, and the Seller shall, ad his own expense, appear, defend and pay all charges of attorneys and all costs and other expenses arising therefrom of incurred in connection therewittL and if any judgment shall be mrndered against the Buyer in any such action, the Seller shall, at its Own expenses, satisfy ail discharge the sane Seller expressly understands and agrees that any bond required by this contract, or aherwise provided by Seller, shall in no way limit the responsibility to indemnify, keep and save hammlem and liefend the Buyer as herein provided. 22. TIME. It is hereby expressly agreed and uderstond that time is of the essence for the performance of this contract, and failure by contract to meet the time specifications of this agreement will cause Seller to be in default of this agreement. 23, MBE. The City of Lubbock hereby notifies all bidders that in regard to any contract entered into pursuant to this request, minority anal women business enterprises will be afforded equal opportunities to submit bids in response to this invitation and will not be discrimituwed against on the grounds of race, color, sex or natural origin in consideration for an award. Rev.0812005