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HomeMy WebLinkAboutResolution - 2012-R0040 - PO - Eaton Corporation - Voltage Motor Controller - 01_26_2012Resolution No. 2012-R0040 January 26, 2012 Item No. 5.13 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 No. 22101283 for the purchase of a medium voltage motor controller as per ITB 12-10399-DG, by and between the City of Lubbock and Eaton Corporation of Moon Township, PA, 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 on January 26, 2012 TOM MARTIN, MAYOR ATTEST: Rebecc Garza, City Secretary APPROVED AS TO CONTENT: L) I-? ��' 4z- Marsha Reed, P.E., Chief Operating Officer APPROVED AS TO FORM: r � Chad Weaver, Assistant City Attorney vw:ccdocs/RES,Eaton Corporation-Purchase0rd January 10, 2012 dty of '1*0 flub�ob k PURCHASE ORDER TUAS TO: EATON CORPORATION 1000 CHERRINGTON PARKWAY MOON TOWNSHIP Pennsylvania1-5108 Page - 1 Date - 01/10/2012 Order Number 22101283 000 OP Branch/Plant 6343 SHIP TO: CITY OF LUBBOCK WATER UTILITIES DEPARTMENT - BOX 2000 LUBBOCK Texas 79457 INVOICE TO: CITY OF LUBBOCK ACCOUNTS PAYABLE OX 2000 LUBBBOCK, TX 79457 BY: Marta Alvazez Director of Purchasing & Contract Management _ Ordered 01/10/2012 Freight Requested 03/01/2012 Taken By Delivery PER MCDOLE C REQ 38175 ITB #12-10399-DG D GAMBOA Description/Suppher Item Ordered Unit Cost UM Extension Request Date Med. Voltage Motor Controller 1.000 45,499.0000 EA 45,499.00 03/01/2012 Total Order Terms NFT 30 45,499.00 INSURANCE CERTIFICATE REQUIRED PRIOR TO PROVIDING SERVICE: General Liability -Commercial General Liability, - Workers Compensation and/or Occupational Medical and Disability - $2,000,000 *General Aggregate"Products-Completed $500,000 Operations' Contractual Liability Automotive Liability-$500,000 'Anv Auto City of Lubbock is named as primary additional insured on Auto/General Liability with a Waiver of subrogation in favor of the City of Lubbock on all coverage. This purchase order encumbers funds in the amount of $45,499.00, for a bid awarded to the Eaton Corporation, of Moon Township, PA on January 26, 2012 in accordance with ITB # 12-10399-DG. The following are incorporated into and made part of this purchase order by Resolution No 2012-RD040 CITY OF LUBBOCK AT EST: Tom Martin, Mayor Reb ca Garza, City Secretary 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 markedas 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 I of 4 boxes, and (d) the number of the container hearing the packing slip. Sella shall bear cost of packaging unless otherwise provided Goods shall be suitably packed to socurc lowest transportation costs and to conform with requirements of common carriers and any applicable apeaficarions. Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 2. SHIPMENT UNDER RESERVATION PROHIBITED. Sella 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 pass to Buyer until Buyer actually receives and takes possession of the goods at the point or points of delivery, 4. NO REPLACEMENT OF DEFECTiV E TENDER. Every tender of delivery of goody 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 nut fully conform, this shall constitute 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 nee and may then make a cooforming tender within the contract time but not afterward 5. INVOICES & PAYMENTS. a. Sella 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. 0. Box 2(W. Lubbock- Texas 79457. Payment shall not be dare 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 Sella, or soy 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 emending, or the making of any determination, 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 Sella 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. S. WARRANTY -PRICE. a. The price to be paid by the Buyer shall be that contained is Seller's bid which Sella 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 Sella for breach or Seller's actual expense. b. she ScEa warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement err understanding For commission, percentage - brokerage, or contirigmt fee excepting bona fide employees of bona fide established commercial or selling agencies maintained by the SclIa 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 warrants that the goods furnished will conform to the specification, drawings, and descriptions listed in the bid invitation, and to the sample(s) furnished by the Sella, 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 contr'sctua) agreement, the Seller represents and warrants fault -free performance and fault -free insult in the processing date and date related data (including, but not limited to calculating, comparing and sa(uencing) of all hardware, software and firmware products delivered and services provided under this Contract, individually or in combination, as the case may be Irma the effective date of this Contract. Also, the Seller warrants the yesr20W calculations will be recognized and accommodated and :will not, in any way, result in hsrdwart; 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 Sella, its sub -Seller or any third party 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, 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 wananti® 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 schetdu!m 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 Sella`s expense — It. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS, As part of this contract for sale Seller agrees to ascertain whether goads manufactured in accordance with the specifications attached to this agreement will give rise to the rightful claim of any third person by way of infringement of the like.. Buy= makes no warranty that the production of goes according to the specificatiom will not give rise to such a claim, and in no event shall Buyer be liable to Sella for indemnification in the event that Seller is sued on the grounds of infringement of the like. U Seller is of the opinion that an infringement or the like will remit, he will notify the Buyer to this effect in writing within two weeks after the signing of this ngnxment If Buyer does not receive notice and is siAx equendy held Gable for the infringement or the like, Seller will save Buyer harmless. If Seller in good faith ascatims the production of the goods in accordance with the specifications will result in infringement or the iike, the contract shall be null and void. 12. RIGHT OF INSPECTION. Buys shalt have the right to inspect the goods at delivery before accepting than. 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 nay other remedies which Buy= may have in law or equity. 14. TERMINATION. The performance of work under this order may be terminated ins 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 Buy" set forth in Clause 13, herein. 15. FORCE MAJFUtE. 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 of reasonable 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. WArYEIL No claim or right arising out of a breach of this contract can be discharged in whole or in part by a waiver or mnunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved parry. I g. INTERPRETATION -PAROLE EVIDENCE, This writing, plus any specifications for bids and performance provided by Buyer in its advertisement for bids, and any other docuune:nts provided by Sella 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 uwcd. it shell be construed as meaning the Uniform Commercial Code as adopted in the State of Texas as effective and in force an the 'late 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 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. Sella shall indemnify, keep and save harmless the Buyer, its agents, officials and employees, against all injuries, deaths, loss, damages, claims. patent claims, snits, liabilities, judgments, costs add expenses, which may in anywise accrue against the Buyer in consequence of the granting of this Contract err 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 employee, or of the subSellm or assignee or its employes, if any, and the Seller 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 tendered against the Buyer in any such action, the Seiler shall, at its own expenses, satisfy and discharge the same Sella expressly understands and agrees that any bond required by this cormact, or otherwise provided by Seller, shall in no way :imit the responsibility to indemnify, keen 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 Stile to be in default of this agrxmemt, 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 imitation and will not be dm-riminaud against ao the grounds of race, color, sex or natural origin in consideration for an award. Rev. 08/2005