HomeMy WebLinkAboutResolution - 2012-R0115 - PO - IDEXX Distribution Corporation - Colilert 18 Reagent - 03_29_2012Resolution No. 2012-RO115
March 29, 2012
Item No. 5.12
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. 22101378 for
Colilert — 18 reagent, by and between the City of Lubbock and IDEXX Distribution
Corporation of Atlanta, Georgia, 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
March 29, 2012
TOM ARTIN, MAYOR
ATTEST:
QO-� C I -
Rebe a Garza, City Secretary
APPROVED AS TO CONTENT:
Marsha eed, P.E., Chief Operating Officer
APPROVE AS TO FORM:
Chad Weaver, Assistant City Attorney
vw:ccdocs/RES.IDEXX Distribution Corp-PurchaseOrd
February 22, 2012
4 lubbock
PURCHASE ORDER
TO: IDEXX DISTRIBUTION CORPORATION
P O BOX 101327
ATLANTA Georgia 30392-1327
INVOICE TO: CITY OF LUBBOCK
ACCOUNTSPAYABLE
P.O. BOX 2000
LU BBOC K, TX 14457
Page - I
Date - 03/06/2012
Order Number 22101378 000 OP
Branch/Plant 6351
SHIP TO: CITY OF LUBBOCK
WATER TREATMENT PLANT
6001 N GUAVA AVE
LUBBOCK Texas 79403
Ordered 02/22/2012 Freight
Requested 04/24/2012 Taken By
Delivery PER MCDANIEL J REQ 39076 SOLE SOURCE
Description/Supplier Item _ Ordered Unit Cost UM
WP200I - 18 Gamma Irad Coli 40.000 694.0000 EA
98-0887-00 3822005090/US
Shipping
Terms NET 30
C ISAACS
Extension Request Date
27,760.00 04/24/2012
1.000 103.4100 EA 103.41 04/24/2012
Total Order
27,863.41
This purchase order encumbers funds in the amount of $27,863.41, awarded to IDEXX Distribution Corporation of Atlanta,
Georgia on March 29, 2012. The following is incorporated into and made part of this purchase order by reference: Price
quotation number 20093605, dated February 22, 2012 from IDEXX Distribution Corporation of Atlanta, Georgia.
Resolution# 2012—RO115 ,
CITY OF LUBBOCK ATTEST:
Tom`Martin, Mayor RebecA Garza, City Secretary
TFRNIS AND CONDITIONS
IMPORTANT: READ CAREFULLY
STANDARD TERMS AND CONDITIONS
CiTY OF LL BBOCK, TEXAS
Seller and Buyer agree as follows:
1 SELLER TO PAC-KACiE 601DDS. Seller will package goods in accordance with good
commerial practice. Fach shipping container shall be clearly and pernnnenily marked as
follows (a) Seller's name and addrov (h) Consignee's name, address and purchase order or
purchase release number and the supply agreement number if applicable, (cl 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. Seller shall hear cost or packaging unless otherwise provided. Girds
shall be suitably packed to secure lowest transpona(aon costs and to conform with requirements
of common carriers and any applicable- spectftcations. Buyer's count or weight shall be final
and conclusive on shipments not accompanied by packing lists
2. SIIIPMENT UNDER RESERVATION PROHIBITED, Seller is not authmzed to ;hip the
goods under reservation and no tender of* hill of lading will operate as a tender of goods.
3. TITLE AND RISK OF LOSS. the tide and nsk of Ines of the goods shall not pans to Buyer
until Buyer actually receives and Lakes possession of the goods at the point tar poninta 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 lime of delivery. quality and the like. If &
lender is made which does nos fully conform, this shaft constitute a breach and Seller shall not
have the right to subsiAute a conforming tenter, provide$ where the lime for performance has
not yet expired, the Seller may reasonably notify Buyer of his intention la cure and may then
make a conforming tender within the contract tame but not afterward.
5, INVOICES R PAYMENTS. s. Seller shall submit separate invoices, in duplicate, one each
purchase artier or purchase release after each delivery. Invoices shall indicate the purchase
order or purchase release number and the supply agreement numbs if applicable. Invoices
shall he 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 NW, Lubbock, Texas 79457. Payment
shall not be due until the above instruments are submitted utter delivery.
6. GRATUITIES. The Buyer may, by written nuaia'c W the Sella, cancel this contract without
liability to Sdkr if it is determined by Buyer thw 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 slew to securing a contract or securing
Favorable treatment with respect to the awarding or amnding, 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 L... tes, to recover or withhold the amount of the coal incurred by Seller in
providing rich gratuities.
T. SPECIAL TOOLS 3 TEST EQUIPMENT. If de price crated 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 specie! 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.
B. WARRANTY -PRICE..
a. The price to be pead by the Buyer shall be this contained in Seller's bid which Seller
warrsnis to be no higher titan Seller's current process on orders by others for products of the
kind and specification covered by this agreement for simile quantities under similar of like
conditiran and methods of purchase. In the event Seller breaches this warranty, the prices of
the items shag be reduced to the Seller's current prices on orders by other, or in the
allemative. 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 hall been employed or
retained to solicit or secure this wntraai upon an aprarient or undemanding for commission,
percentage, brokerage, or contingent fee excepting bane ride emtployesis of boots. ride
established conmsacial or rolling yascin mamuined by the Seller far the purpose of wcuring
business. For breacb of vicisdon of this warranty she Buyer shall have the right in addition to
any other right of rights to caocal this contract without liar lily and to deduct from the connsci
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 "I not limit or exclude any Invited warranties arod any
attempt to do so shall railer the contract voidable at the option of the Buyer. Seller warrants
that the goods Cmiaslatd will conform to the specification, drawings. mid description& listed in
the bid inviLataan, and to the sample(s) furnished by the Sella, if any. In the event of a conflict
or between the specilkations, drawings, tend dese-nptions, the specifst:ation& shall govern.
Notwithstanding any provisions contained in the contractual agreanciati the Seller represents
and warrants fault -fro performance odd Nuh-fin result in the processing date and date related
data (including, but not limited to calculating, comparing aril sequencing) of all hardware,
software and firmware products delivered and services provided under this Contract,
individually or in combination, as the cue rosy be fran the effective date of this Contract.
The Obligations contained herein apply to products and services provided by the Sella, ill sub -
Seiler or any third parry involved in the enWion or development of the products said services to
be delivered Io the City of Lubbock under this Connect Faihre to comply with any of the
obligations contained henna may result in the City of Lubbock wailing itself of any of its
rights under the law and under this Contract including, but not limited so, its right pertaining to
lamination or defeolt. The warranties contained herein are separsse and discrete from any
other warranties specified in this Contract, end at not tubjml to any disclaimer of warrenry,
implied or expressed, or limitation of the Seller's liability which may be spacif ad in this
Contract. its appendices, its schedules, its annexes or any document incorporated in this
Contract by reference,
10. SAFETY WARRANTY. Sella warrants that the product sold to she Buyer thall conform to
the stsralards promulgated by the U. S. Department of Labor under the Occupational Safety acid
I lealth Act of 1970. In the event the prodw does not conform to 091A standards, Buyer may
return the product for correction or replacement at the Sella's expense. In the even Soler
fads to make the appropriate correction within a reasonable time, correction made by Buyer
will he a the 50kr's expense
11. NO WARRANTY BY BUYER AGAINST I;YFRINGEMENTS As pat aftlin contract for
sale Seller agrees to ascent® whether goods manufactured in accordance with the
sptcificatlnns attached to this agreement will give rise to the rightful clam of any third person
by way of infringement of the like. Buyer makes no warranty that the production of goals
according to the rpeciicalaasa Will not give rise to such a claam. and in on event +hall Buyer he
liable to Seller for indemnification in the event that Seller is sued on the grounds of
infnngcnicrit of the like. If Seiler is of the opinion that an infringement or the like will result_
he will notify the Buyer In this effect in writing within two weeks after the signing of this
agreement. If Buyer diva not receive notice and is subwqueady held liable fair the
infringement or the like. Seller will save Buyer harmless, I Seller in good faith awmams the
production of the goods in accordance with the spectficaiOM 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 this goods at delivery before
accepting them,
13 CANCELLATION. Buys iha11 have the not to cancel for default all or, any part of the
undelivered Portion of this order if Seller breaches any of the terms hereof including warnmues
of Seller or if the Seller becomes insolvent OF commis acts of bankruptcy. Such right of
cancellation is in addition to and not in lieu of any other remedial which Buyer may have in
Ia. a equity.
1,4. TERMINATION. The performance of work under this order may he terminated in whole, twin
pan by (he Buyer in accordance with this provision. Termination of work haeunder shall be
effected by the delivery of the Seiler of a "Notice or rerininatiof' specifying the extent to
which performance of walk under the order is terminated and the date upon which such
terms uiun becomes effective. Such night or termination is in addition to and not in lieu of the
rights of Buyer set forth in Clause 13, herein,
15. FORCE MAJELRE. Neither pity shall be held responsible for losses, resulting if the
fulfillment of any terms of provisions of this contract is delayed tar 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 err interest in this contract shall be assigned or
delega(ion of any obligation rnadt by Seller without the written permission of the Buyer. .Any
attempted assignment or delegation by Sella shall be wholly void and totally ineffective for all
purpose unless made in conformity with this paragraph.
17, WA IV ER. No claim or right arising out of a breach of this contract can be discharged in whole
or in pan by a waiver or renunciation of the claim or right unless the waiver or renunciation in
supported by consideration and is in writing signed by the aggrieved perry.
18. INTERPRETATION -PAROLE EVIDENCE. This writing. plus any specificatioru forbids aril
paforance provided by Buyer in its advertisement for bids, and any other docurnents
provided by Seller u par of his bid. is intended by the ponies as a Coal expreasion of their
agreement and intended also as it complete and exclusive sLauniverit of the terma of their
agreement. Whenever a tens defined by the Uniform Commercial Code is used in this
agnoenent, the definition contained in the Code is to control.
19. APPLICABLE LAW. This agreement shall be governed by the Uniform Corranercial Code.
Where ever the cam "Uniform Commercial Code" is used, it shall be construed as meaning the
Uniform Commercial Code as adopted in the State of Texas all effective and in force on the
date of this agrearient.
20. RIGHT TO ASSURANCE. Whenever one party to this contract in good faith has reason to
question the other pany's intent to perform he may demand that the tither peaty give written
assurance of his intent to perform In the event that a demand is Wade and no assurance is
given within five (5) days, the demanding party may neat 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 injuuies, deaths. loss, damages, claims, patent claims, suit;
liabilities, judgments, costs tad expenses, which may in anywise source 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 employed, or of the subSeller or assignor or its employees, if any, and the
Seller shall, at his own expense, appear, defend and pay all charges of anorneys and all costs
and other expense arising therefrom of incurred in cwnsscutsrr (her"it14 and, if any judgment
+lull be rendered against the Buyer in any such sctiort the Seller shall, as its own expenses,
satisfy and dischmat the same Seller expressly undanlads and agrees dot any bond required
by this contract or otherwise provided by Seller, shall in no way limit the responsibility to
indemnify, keep ad save harmkas and defend the Buyer as herein provided.
22, TIME. It is hereby expressly agreed and undo s ood that time is of the essence for the
perfcmrimce of this contract, arod failure by contract to nest the time gsecifications of this
agreement will cause Seller to he in default of this agreements.
23. ACHE. 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
opponunuad to submit bids in respmse to this invitation and will not be discriminated sgairat
on the grounds of rats, color, sex ornatual origin ie consideration for an award
21_ NON•ARBITRATION. The City reserves the right to exercise any right or remedy available to
it by law, contract, equity, or otherwise, including without limitation, the right to seek any and
all Cams of relief in a coati of competan jurisdiction. Further, the City shall no be subject to
any arbitration process prior to exercising its unrestricted right to seek judicial remedy. The
remedies set forth herein ere cumuWive and tot exclusive, and may be exercised concurrently.
TO this extent army conflict between this provision and another provision in, or related to, this
document this provision shall conlyd,
25. RIGIIT TO AUDIT. At any lime during the term of the contract or tharafla. the City, or a
duly authoriied audit representative of the City or the State of iexai. at its expense and a
reasonable times, reserves the fight Io audit Contractor's records and. books reksam to 411
services provided to the City under this Contract. In the event such an audit by the Pity rry eals
any anon or ovaliayrnents by the City, Convscuir shall refund the Cary tie lull tmnunl of
such overpaymenu within thirty 430) days of such audit findings, tar the C sly. at tt, option,
reserves the right Io deduct such amounts owing the City Fran any payments due Contractor
Rev. 02 2012