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HomeMy WebLinkAboutResolution - 2012-R0180 - PO - Texas Highway Products Ltd.- Traffic Controllers - 05_03_2012Resolution No. 2012-RO180 May 3, 2012 Item No. 5.13 RESOLUTION IBE 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. 93000022 for the purchase of advanced traffic controllers as per ITB 12-10507-RH, by and between the City of Lubbock and Texas Highway Products, Ltd. of Round Rock, Texas, 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 May 3, 2012 TOM MARTIN, MAYOR r:"MI-6 Rebe s Garza, City Secretary APPROVED AS TO CONTENT: 1010 t4 � 6t- 1/00 Y Marsha Reed, P.E., Chief Operating ffieer APPROVED AS TO FORM: Chad Weaver, Assistant City Attorney vwxcdocs/RES.Texas Highway Products, Ltd.-PurchaseOrd April 17, 2012 lubbocx� TO: PURCHASE ORDER TEXAS HIGHWAY PRODUCTS LTD PO BOX 928 ROUND ROCK Texas 78680 INVOICE TO: CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 Ordered 05/03/2012 Freight Requested 07/09/2012 Taken By Delivery FF.R R COOK REQ 38881 Description/Supplier Item Advanced Traffic Controller 2070-1C Linux based CPU 2070-2A Field 1/0 2070-4A Power Supply 2070-3B 8x40 display Terms NET 30 SHIP TO: ITB 12-10507-RH Page - 1 Date - 04/17/2012 Order Number 93000022 000 OP Branch/Plant 92216 CITY OF LUBBOCK TRAFFIC CONTROLS BUILDING 202 MUNICIPAL DR LUBBOCK Texas 79403 Director Ordered Unit Cost UM 200.000 1,474.0000 EA 45.000 589.0000 EA 15.000 482.0000 EA 10.000 250.0000 EA 15.000 339.0000 EA &C R HOLDER Extension Re uest Date 294,800.00 07/09/2012 26,505.00 07/09/2012 7,230.00 07/09/2012 2,500.00 07/09/2012 5,085.00 07/09/2012 Total Order 336,120.00 This purchase order encumbers funds in the amount of $336,120.00, for the purchase of ACKanced Traffic Controllers, awarded on May 3, 2012, to Texas Highway Products, LTD., of Round Rock, Texas in accordance with Texas Highway Products, LTD's response to ITB# 12-10507-RH. The following is incorporated into and made part of this purchase order by reference: bid submitted by your firm in response to City of Lubbock ITB# 12- 10507-RH. Resolution# 2012-RO180 CITY Or LU6^o0"CK ATTEST: Tom Martin, Mayor Rebec&a 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 ccmtamer shall be clearly and permanently marked as follows (a) Scllcs's name and address. (b) Consigrice's name, address and purchase order or purchase release number and the apply agreement number if applicable, (c) Container number and total number of containers, e.g. boa I of 4 boxes, and (d) the number of the cmmmc bearing the packing slip. Sella shall bar cat of peckagiog unless otherwise provided Goods shall be suitably packed to man lowest transportation com and to conform with requirements of common carriers and any applicable specificetiaru. Buyer's count or weight shall he foul and conclusive on shipments ant accompanied by packing lieu. 2. SHIPMENT UNDER RESERVATION PROHIBITED. Seiler is not authorized to ship the goods under reservation and no trader of* bill of lading will operate as s toadcr of goods. 3. TITLE AND R[SK OF LOSS. The title and risk of lea of the goods shall not pass to Boyer 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 goodis must tally comply with all provisions of this oontrnx as to than of delivery, quality and die ulcer, Ifs tender is made which does act fully conform. this shall constitute a ineach and Seller snail not have the right to substitute a conforming tender, provided, where din 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 w ithin the contract time but not afterward 5. INVOICES & PAYMENTS. a, Seller shall submit wpauaft invoicm in duplicate, one each purchase order or purchase release atlas each delivery. Invoices shall indicate the purchase order or purchase rokaee number and the supply agramcat number if applicable. Invoices shall be itemized and transportation chaaga, if army, shall be limed separately. A copy of the bill of lading, and the freight waybill when applicable, should be attachesi In the invoice. Mall To: Accounts Payable, City of Lubbock, P. 0. Boa 2000, Lubbock, Texas 79457. Payment shall not be due until the above instrumemu arc s ibutimcd after delivery. 6. GRATUITIES. The Buyer may, by written notice to the Seller, cancel this conarad without liability to Seller if i u drtammed by Buyer that gratuities, in the form of mart, gifts or otherwise, were offered at gives by the Seller, or m' agart or reprasartlive of the Seller, to my ofter or crop" of the Choy of Lubbock wkb a view to securing a contract or securing frvonbe treatment with respect to the awarding or amending, at 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 than be entitled, to addition to my ether rights and remedies. to recover or withhold than amount of the cast purred by Seller in pro khag such 17-- 7. SPECIAL TOOLS & TEST EQUIPMENT. If the price stated on the face hereof includes the cost of nay special tooling at special teat equipment fabricated or required by Seller for the purpose of filling this order. such special tooling cquipairm and any process sheds related therein shall Become the property of the Buyer and to the extant 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 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 agrrmiatt for similar quat"M under sunder of like cent ibom; and methods of purchase. in the event Seller breaches this warranty, the priers of the items shall be teduced to afore Seller's current prices on orders by other, or in do alternative. Buyer may catered this contract without liability to Sella for breach or Seller's actual expense. la The Seller warrants that no person or selling agency his been employed or reamed to solicit or secure this eoativa upon an agreement or understanding for commission. pa=tW, brokerage, or contingent in excepting boos fide employees of bona fide ertabllshe . mmmacid or selling agencies maintained by the Sella for the purpose of socuriag business. For breach of viation of this warranty the Buyer alall have the right in addition to my other right of rights to cancel this ounteat without liability and to deduct firm the contract price, or otherwise recover without liability and to deduct goat the contract price, or otherwise recover the ftin amount of such awmmtasiom, paoeuragra, brokerage or eoatnget fee. 9. WARRANTY -PRODUCT. Sella shall not limit or eachade my implied wormier, and army attempt to do so shall reader thin contract voidable at die option of the Buyer. Seller warmts that tte goods finished will conform to the specificatimn, drawings, and descriptions lined in die bid imitation, and to the sample(s) famished by the Seller, if hey. In the even of a audit or between the specifications, drawings, and descriptions, the specifications shall govern Notwithstanding any provisions contained in the contractual agreement, the Seller represents and wartaom faun -five pert'axmance and flash-ffa result in the proccumg due and date related dais (®cl dfix& huh ant limited to osfcueting, cartspaing and uqueaciag) of all hudwam software and firma im products delivered and services provided under this Contract, individually or in combination, as the case may be from the eRoctive date of this Cwdtiact. The obligations contained herein apply to products and savx= provided by the Seller, iu sub - Sella or say third party involved in the creation or development of to products and savices to be delivered to the City of Lubbock under this Contract. Failure to comply with army of dot obligations contained herein, may result in de City of Lubbock availing itself of my of ha righu under die law gad under this Canbact including, but no limited to. to right pertaining to termination or defrult. The warranties c ontsmod herein are separate and discrea from any other warranties specified in this Con"M and are not ab4ed to any disclaimer of warranty, implied or expressed, or limitation of the Seller's lisbility which may be specified in this Conb*:L its appendices, iu schedues. as annexes or any document incorporated in this Contract by reference. 10. SAFETY WARRANTY. Seller warrants due the product sold to the Buyer shall conform to use standards ptoaulgmted by the U. S. Department of labor under the Occupational Safety and Health Apr of 1970, In the evert the product does mat conform to OSHA stag mooed,, Buyer may return the product for correction or replacement at die Sella i expmac. In the event Seller fails to make the appropriate correction within a reasonable time, correction made by Buys will Were the Seller's expense. 11. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As part of this contract fur sale Seller agree to ascertain whether goods manufactured is accordance with the specifications attached to this agreeramt will give rise to the rightfid claim of any thud prison by way of infringement of the lice. Buyer makes no warranty that the production of goods according to the spoarkatiaa will not give rise to such a claim, and in no event shall Buyer be liable to Seller for indemnification [a the event (has Seller is sued on the grounds of milrugea ma of the like. If Seller is of the opinion that an infringancnt or die like will result, he will notify the Baja 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 infringemel or the hire, Sella will save Buyer harmless, If Seller in good faith ascertains the prvdutiist of tide 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 'fig then 13. CANCELLATION. Buyer shall have the right to cancel for default all or any pot of the undelivered portion of this order if Sella breeches any of the teats hereof including warranties of Seller or if the Sella becomes insolvent or commits acts of bankruptcy. Such right of cancellation is us addition to and not in lieu of any other remedies which Buyer may have it law orequily. 14. TERMINATION. The perfoteisnae of wok under this ender may be terminated in whole, or in part by the Buyer in accordance with this provision. Tomination of wok hereunder shall be effected by the delivery of die Seller of a "Notice of Termination" specdOng the extent to which performance of work under the order is terminated and the date upon which such termination becomes effective. Such right ar termination is in addition to and not in lieu of tine rights of Buyer set forth in Claim 13, berem. 15. FORCE MAIEURE. Neither party shall be held responsible for losim malting if the fulfill of any terms of provisions of this contract is delayed or pnweata! by any cruse not within the control of the party whore perforooca is interfered wi h, mid width by the exercise of reasonable diligence said party is unable to prevemt 16. ASSIGNMENT -DELEGATION. No right or interest in this contract shall be assigned or delegation of my obligation made by Seller wirhaut the written permission of the Buyer. Any attempted assigoineat or delegation by Seller shell be wholly void ad totally ineffective far all purpose unless made in omfamity with this paragraph. 17. WAIVER. No claim or right arising out of a breach of this contract can be discharged i7 whole or in part by a waiver or toumcisdon of the claim or right armless the waiver or renunciation is supported by consideration and Is in writing signed by the aggrieved party. 18, tNTERPRETATiON-PAROLE EVIDENCE. This writing, Pro my spacifsratio s for bids and Performance Provided by Buyer in as adveaiaement for bids, and my other documents provided by Seller n pael of his bid, is intended by the parties an a final expression of their ateement and intended also as a aimpece and exclusive statement of the terms of their agreement Whenever a term defined by the Uniform Commercial Code u used in this agreement, the definition costumed in dap Code is to control 19. APPLICABLE LAW. This agmemerd shall be governed by the Uniform Commercial Code. Where aver the to.. "Uniform Commercial Code" is used, it shall be construed as meaning the Uniform Commercial Code n adopted in the State of Torun as effective and at face on the date of this agreement. 20. RIGHT TO ASSURANCE. Whenever one party to this contract in good faith his reason to question the other pnrtyr's intent to perform he may demand rhea the other Party give written assurance of his intent to perform in the event that a demand is made and no assurance is glum within tiro (5) days, the demanding party may treat din failure as an anticipatory repudintlon of this contrset 21. INDEMNIFICATION. Sella shall mdomtify, keep and save harmers the Buyer, its agents, of3lc" and employees, aping all injuries. deaths, lose, dsmagca claims. pa cut claims, suits, liabilities, Judgments costs and expe ues, which may in anywise mccrue against the Buyer in consequence of the granting of this Contract or which may anywise reek therefrom, whether or not it shmU be alleged or determined that the act was coubed through ueglipaim or omission of she Seller or its employees, or of the sub.Seker or assipae or its employees, if my. and die Seller shall, at his own expense, appear. defend and pay all charges of aucirm" and all costs and other expenses wising therefrom of m c—W in connection therewith, and, if any judgment shall be ordered sgainat the Buyer a any such action, die Sella shall, at its own expenses, satisfy and diiclurge the same Seller expressly understands and agrees that my bond required, by this contract, or otherwise provided by Seller. shall in no way limn the responsibility to mdemalfy, keep and save harmtleu and defend the Buyer as he rmn pew Wed. 22. TIME. It is hereby expressly agreed and understood drat time is of the essenea for the perfmnanw of this contract, and failure by contract to reset the time specifications of this agrament will cane Sailer to be in def vuk of des agreement 23. MBE. The City of Lubbock hereby no hies all bidders tat in regard to any contract entered into pursuant to this request, minority and women business eaterprisa will be afforded equal opport nitla to submit bits in respotue to this invitation and will ad he dittrimmMed against on the grounds of race, color, sex or asoRal arigio in consideration for an award 24. NUN -ARBITRATION. Tha Chy reserves the right to exercise any right or remedy evad" to it by law, contract, equity, or aaduerwisa, including witharm limituseek iam, the right to seany and an forms of mWf in a court of competent juri idictiam. Further, the City shall not be subject to my arbitration process prior to exercising its unrestricted right to seek judicial remedy. The remedies so forth harem ere cumulawn and not exchubm and may be ererctsed concurrently. To the extant of army conflict between this provision and another provision his, or related to this document, this provision shall combul. 25. RIGHT TO AUDIT. At any time during the tam of de caatnct, or thereafter, the Cky, or ■ duly authorized audit m7resmrotive of the City or the State of Texas. at its expense and st ewsmable time% reserves the right to audit Caruacrtr's records and books relevant to all services provided to the City under this Connect In the went such an adk by the City reveals any errors or overpayments by the City, Contractor shall refund the City the fall amount of such overpayments within thirty (30) days of such audit findings, or the City, at in option, reserves the right to dedad such amounts owoA the City from any Mvum due Conttnrsor. Rev. 0212012