HomeMy WebLinkAboutResolution - 2003-R0198 - Contract For The Purchase Of An Ion Chromatograph - Dionex Corp. - 05_22_2003Resolution No. 2003-RO198
May 22, 2003
Item No. 32
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 Contract for the purchase
of an ion chromatograph, by and between the City of Lubbock and Dionex Corporation of
Houston, Texas, and related documents. Said 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 this 22nd day of
ATTEST:
CQ "'A
- j
Rebecca Garza, City Secretary
APPROVED AS TO CONTENT:
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Victor Kilrnan, Purchasing Manager
APPROVED AS TO FORM:
William de Haas
Contract Manager/Attorney
gs:ccdocs/Dionex Corp.res
May 9, 2003
City of Lubbock
P U R C H A S E O R D E R
TO:
DIONEX CORPORATION
340 NORTH SAM HOUSTON PARKWAY
SUITE 199
HOUSTON TX 77060
Resolution No. 2003—RO198
Page - 1
Date - 5/08/03
Order No. - 242753-000 OP
Brn/Plt - 3511
SHIP TO:
CITY OF LUBBOCK
WATER RECLAMATION PLANT
3603 GUAVA AVENUE
LUBBOCK TX 79403
-----------------------------------------------------------------------------------
Ordered - 05/08/03 Freight - FOB Destination Frt Prepaid
Requested - 06/08/03 Placed By - RANDY WOOD
Special Ins PER CANDE HURN RFP#222-02/RW
-------------------------------------------------------------------------------------.
Description / Supplier Item Ordered UM Unit Cost UM Extension Req. Dt
DX-600 SYSTEM DIONEX 1.000 EA 59,851.0000 EA 59,851.00 06/08/03
ION CHROMATOGRAPH/NITRATES
PER DIONEX CORPORATION QUOTATION NO.: 40333306R3
This purchase order encumbers funds in the amount of $59,851.00, for the purchase of an Ion Chromatograph,
awarded to Dionex Corporation, o ay 22, 2003, in accordance with your response to RFP #222-02/RW, Ion
Chromatograph. The followi ar ncorporated into and made part of this purchase order by reference: Bid
submitted by your firm i udi the Bid Form, Specifications, and General Conditions of RFP #222-02/RW.
X;LIBBO��
ATTEST:
:
Ma c Mc ugal or Rebecca Garza, City Secretary
APPROVED AS TO FORM:
William de Haas, Contract Manager/Attorney Total Order
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Terms NET 30 59,851.00
100=o
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, (c) Container number
and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the 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 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. Seiler 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. I = 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
fully comply with all provisions of this contract as to time of delivery, quality and; the like. If a
tender is made which does not fully conform, this shall constitute a breach and Seller sh311 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.
5. 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.
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 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 shall be identified by
the Seller as such.
8. 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 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.
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 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. 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 wan -ants
that the goods famished will conform to the specification, drawings, and descriptions listed in
the bid invitation, and to the sample(s) famished by the Seller, if any. In the event of,a conflict
or between the specifications, drawings, and descriptions, the specifications shall gov.`m:
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 hardware; _
software and firmware products delivered and services provided under this Contract,
individually or in combination, as the case may from the 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 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 ierviegs 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
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 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 annexes or any document incorporated in this 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 the Occupational 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 Seller agrees to ascertain whether goods manufactured in accordance with the
specifications attached to this agreement will give rise 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 like 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 the
infringement or the like, Seller will save Buyer harmless. If Seiler in good faith ascertains the
production of the goods in accordance with the 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 delivery before
accepting them
13. 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 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 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 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
ofreasonable diligence said patty 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 final expression of their
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 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 party's intent to perform he may demand that the other patty 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 parry 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 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 Seller or its employees, or of the subSeller or assignee or its employees, if any, and the
Seiler 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 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 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.
22. TIME. It is hereby expressly agreed and understood 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 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.
1000250
DIONEX
May 6, 2003
Cande Hurn
City of Lubbock, Water Reclamation
P.O. Box 2000
Lubbock, TX 79453
Resolution No. 2003—RO198
Dionex Corporation
340 North Sam Houston Parkway
Suite 199
Houston, TX 77060
281 8475652
Fax 281 847 2203
Dionex shall provide services as indicated on attached Schedule of Services and Terms of Agreement
which is incorporated herein by this reference. All services provided shall be under the DIONEX
PERFORMANCE CARE AGREEMENT at the pricing stated below:
One three-year term of System Performance Coverage comprised of one (1) year system warranty plus
two (2) years Performance Service Agreement Coverage for the amount of $8000.00. The buyer has the
option to renew the above coverage for an additional 2 years with the normal 10% per year escalation.
THE ABOVE IS HEREBY AGREED TO AND ACCEPTD BY:
DIONEX CORPORATION
BY:� e U Ce�vJ
CITY OF LUBBOCK
DATE: o_5 Ae /Q,5
BY: 9DATE: / ! /0,3
Cande Hurn, Lab Servi es Coordinator J
B Y: r DATE: S—/ 1/y 3
Willem D. de aas Contract Manager/Attorney
BY: / DATE: Hay 22, 2003
Marc Mc ga , MAYOR
ENCLOSURE: 1. Dionex Performance Coverage Schedule of Services
2. Dionex Service Agreement Terms of Agreement
BY : K; y�Secr6
DATE-. May 22, 2003
Rebecca Garza, City
�a
Resolution No. 2003—RO198
DIONEX
Performance Coverage
SCHEDULE OF SERVICES
The Performance coverage service plan ensures that the hardware on your system will be covered in the event of a
component failure. Labor and travel charges are included for covered services as listed in the Terms of Agreement.
Performance coverage includes the following services:
Repair Services
On -site field service calls to repair defects in materials and workmanship are included.
Emergency Service
Emergency service may include on -site service and/or emergency part replacement. Spare parts and consumables are not
covered. Selected emergency service is provided at the discretion of Dionex.
Technical Support
The Dionex Technical Support Hotline is included as part of the Performance Coverage service plan. The hotline provides
hardware, software and application support. Hours of operation are 6:00 am to 5:00 pm Pacific Time.
Parts
Dionex provides at no charge all parts that are required to repair defects in materials and workmanship. Dionex recommends
that the customers acquire and maintain a set of consumable spare parts for non -covered repairs. Dionex will invoice the
customer for all consumables and consumable spare parts used during a service call that are not customer supplied. This
inventory should also be used by the customer to ensure maximum system uptime.
Service Agreement
Terms of Agreement
Equipment Availability: Customer agrees to make the instrument(s) covered under this agreement available
for servicing at the time of each scheduled or emergency service call. Dionex will contact customer and arrange in
advance a mutually agreeable time for scheduled service calls.
Excluded Services: Dionex shall not be obligated to provide services under this agreement for (a) damage to or
destruction of instrument(s) covered where such damage or destruction is (i) a result of or caused by fire or explosion
of any origin, riot, civil commotion, aircraft, war, or any Act of God including but not limited to lightning, windstorm,
hail, flood, earthquake, or (ii) caused by Customer's misuse or abuse of such instrument(s); (b) moving or reinstalla-
tion of such instrument(s); (c) decontamination due to spillage; (d) interpretation of data; (e) installation of unautho-
rized Dionex field modifications.
Charges for Excluded Services: Dionex shall charge for and customer agrees to pay (at the then current and
applicable rates) for all non -covered services furnished hereunder provided that customer is made aware of such
services before they are performed.
Warranty and Waiver: Dionex warrants that the services to be performed hereunder will be done in a work-
manship like manner. Defects in materials and services provided by Dionex and covered under this agreement shall
be repaired or replaced at the sole discretion of Dionex, at no charge to the customer.
Worker's Compensation: Dionex agrees to maintain Worker's Compensation insurance as may be required by
law covering its employees who perform the services.
Excusable Delays: If the performance of this agreement or any obligation in it, except the making of payments,
is prevented, restricted, or interfered with by reason of fire or other casualty or accident; strikes or labor disputes;
inability to procure parts, supplies, or power; war or other violence; any law, order, proclamation, regulation, ordi-
nance, demand, or requirement of any governmental agency; or any other act or condition beyond the reasonable
control of the parties, the party so effected, upon giving prompt notice to the other party, shall be excluded from such
performance to the extent of such prevention, restriction, or interference, provided, however, that the party so effected
shall take all reasonable steps to avoid or remove such causes of nonperformance and shall continue performance
with dispatch whenever such causes are removed.
Governing Law: This agreement is entered into and shall be governed and construed by the domestic laws of the
State of California.
Cancellation: Either party (Customer or Dionex) may cancel this agreement upon written notification. The
cancellation will take effect 30 days after receipt of such written notification.
Complete Agreement: Customer agrees that there are no taking, agreements, or representations, expressed or
implied, not specified in this agreement and this document contains the entire agreement between the parties.
DIONEX Committed to Customer Satisfaction
For more information, contact your nearest Dionex office
or call 1-800 Dionex-0 (1-800-346-6390).
Dionex Corporation
Dionex Corporation
Dionex U.S. Regional Offices
Dionex International Subsidiaries
1228Titan Way
Salt Lake City Technical Center
Sunnyvale, CA
(408)737-8522
Austria (01) 616 5125 Belgium (32)3.3535294 Canada (905) 844-9650 China (852) 2426 3282 Denmark (45) 36 36 90 90 France 0139300110
P.O. Box 36M
1515 West 2200 South, Suite A
Westmont, IL
(630) 7893660
fxamanyO6126-991-0 Iply(06) 66 5150 52 Japan (06) 6885-1213 Nhather/ands (0161) 43 43 03 Swilzertand (062) 205 99 66
Sunnyvale, CA
Salt Lake City, UT
Houston, TX
(281) 847-5652
United Kingdom (01276) 691722
940883603
84119-1484
Atlanta, GA
(770) 432-8100
" Designed, developed, and manufactured under an NSAI registered ISO 9001 Quality System, LPN 1123-02 1M 10/00
(408) 737-0700
(801) 972-9292
Marlton, NJ
(856) 596-0600