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HomeMy WebLinkAboutResolution - 2012-R0213 - PO - Office Wise Furniture And Supply - Airport Terminal Seating - 05_30_2012Resolution No. 2012—RO213 May 30, 2012 Item No. 5.33 RESOLUTION 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. 25100294 for the purchase of airport terminal seating, by and between the City of Lubbock and Office Wise Furniture and Supply, 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. assed by the City Council on May 30, 2012 GL O ON,MAYOR ATTEST: Garza, City VED AS TO Executive Director of Aviati AS TO FORM: Weaver, Assistant City Attorney docs/RES.Office Wise-PurchaseOrd 27, 2012 Uniform Facaimne Slgnature of Public Officials Act, Ch. 618, Tx Govl Code city of V Lubbock TEXAS TO: PURCHASE ORDER OFFICE WISE FURNITURE AND SUPPL P.O. BOX 3098 LUBBOCK Texas 79452 INVOICE TO: CPIY OF LUBBOCK ACCOUNTS PAYABLE P.O. BOX 2000 LLBBOCK, TX 79457 SHIP TO: Page - 1 Date - 04/27/2012 Order Number 25100294 000 OP Branch/Plant 4615 CITY OF LUBBOCK LUBBOCK INTERNATIONAL AIRPORT 5401 N. MLK BLVD. LUBBOCK Texas 79401 Ordered 04/27/2012 Freight Requested 07/20/2012 Taken By R HOLDER Delivery REQ 39549 E QUINTANILLA US COMMUNITIES CONTRACT AGO607 Description/5upplier Item _ Ordered Unit Cost UM Extension Request Date Airport Tcminal seating 1.000 494,553.0000 EA 494,553.00 07/20/2012 Herman Miller Tandem Sling Terms NET DUE ON RECEIPT Total Order 494,553.00 This purchase order encumbers funds in the amount of $494,553.00, awarded to Office Wise Furniture and Supply, of Lubbock, Texas, on May 30, 2012. The following is incorporated into and made part of this purchase order by reference: Price quotation dated April 25, 2012 from Office Wise Furniture and Supply, of Lubbock, Texas, and U S Communities Contract No. AG0607f Resolution]_, 2012—R0213. CITY Oi i.0 Glen Unifom Feinlhe Wgnature of Public OfAcials Act, Ch. 618, Tx Gm*t Code .ATTEST: 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: t. SELLER TO PACKAGE GOODS. Sella will package goods in accordance with good commercial practice. Each shipping con shall be clearly and permanently sharked as follows (a) Scuff's name and address, (b) Consignee's name. address and purchase order or purchase reline number and the supply agreement number if applicable, (c) Container number and total number of containers, e.g. boa 1 of 4 boxes, and (d) the number of the container bearing the packing slip, Seller shall bear cop of packaging unless otherwise provided. Goods shall be suitobty packed to secure lowest transportation costs and to conform with requirements of common carries and any applicable specifications. Buyei ■ count or weight shall be final and conclusive m shipments not accompanied by packing lists. 2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not authorized to ship the goods under reservation and no tender of a bill of lading will operate s a lead, of goods 3. TITLE AND RISK OF LOSS. The title and risk of Ioss of the goads 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 provtsims of this contract a 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 shall not have the right to substitute a conforming tender. provided, where the tine the performance has net yet expired the Seiler may reasonably no* Buyer of his intention to arc and may then make a conforming tender within the contract time but not afterward. i, INVOICES A PAYMENTS. s. Seller shall submit separate invoices, in duplicate, one each purchase order or purchase release after each delivery. Invoices, shill ladicate the purchase order or purchase release member and the supply agreement number if applicable. Invoices shall be iunrized and transportation chages, if my, shall be listed separately. A copy of the bill of fading, and the 4eight waybill when applfable. should he attached to the invoice. Mail To: Accounts Payable, City of Lubbock. P. 0. Box 2000. Lubbock. Teaser 79457. Payment shall not be due until the above instruments are submitted aft, delivery. 6. GRATUITIES. The Buyer may, by written name to tbs Seller, cancel this connsct without liability to Seller if it a determined by Buyer that gratnties, in the farm of enterpunment, aft a otherwise, war offered or given by the Seller, orany agent orreprove of the Sell,, Ip any of m or employee of the City of Lubbock with a view to securing a contract or w,aumg favorable treatment with rexpect to the awarding or amending, or the making of any daerminaions with respect to the performing of such a contract. in the event this contract is canceled by Buyer pursuant to this provision, Buyer shill be catitled, in addition to any other rights ad rani ice, to recover or withhold the amount of the cop incurred by Sella in providing -eb gratuities. 7. SPECIAL TOOLS A TEST EQUIPMENT. If the pries stated on rise face haaof includes the cop of any special tooling or special teat equipment fabricated or required by Seller far the purport of filling this tads such special roofing equipment and any process them related thereto shall became the property of the Buyer and to the extern feasible shall be identified by the Seller s such. R. WARRANTY -PRICE, a. The price to be pdd by the Buyer shall be that contained in Seller's bid which Seller warrants to be no higher than 3cila'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 methads of purchase. In the rvcot Seller breaches this warranty, the prices of the items shall be reduced to than Seller's current prices on orders by others, or in tie alternative. Buyer may cancel this contract without liability to Seller for breach or Setter's actual expense. Is. The Sella warrants tea no person or soiling agency has been employed a muined to action or save this contract upon an agreiment or understanding for cumminim pvcm4ge, brokerage, or comb goat fee excepting bona fide employees of boon fide established commercial or toiling agencies maintained by the Seiler for the purpose of securing business. For breach of vlciation of this warraory the Buyer stun have the right it addition to any otherright of rights to cmrxl this contract without liability and to deduct from the umtract price, orotherwise recover withoest liability and to deduct lion the emtract prim orotherwise recover the full amount of such commiuion, percentage, brokerage or ccnfinpot fee. 9. WARRANTY -PRODUCT. Seller shall not limit or exclude any implied warranties and any attempt to do so shall cenda this contract voidable at the option of the Buys. Seller wahines. that the goods furnished will conform to the rpeciftcatloo, drawings, and descriptions !fired to the bid inviMiotn, and to the sample(s) hirnished by the Seller. if try. in the event of a conflict or between the specifications, dmwirgs, and dcocriptiens, the slimificatioa shall goveam. Notwithstanding soy provisions contained in tia contractual agreement, the Sella represents and warmda fait -@era performance and fault-$ee remit in the processing dots end date related data (Including, but not limited to calculating, compriag and sequencing) of all hardware, software and fanware products delivered and services provided under this Ccntrad, Individually or is combination, as the cane may be from the effective date of this Contract The ebBgatioos contained herein apply to praluca and service provided by the Seller, its sub - Sella or soy third party involved in the avatar or development of die products and services to be delivered to the City of Lubbock under this Contract. Failure to comply with ,try of the obligations contained heroin, my result in the City of Lubbock availing itself of try of its rights under the law and ands this Contract tnchhding, but not limited to, its right pertaieiea to termination or default The warmtia contained herein are separate and discrete from any other warranties specified in this Contract, and are nor subied to any disclaimer of warrmty, implied or expressed. or limitation of the Sell,'t liability which may be specified in this CaedaG, b appendices, its schedules. its armexes or my document incorporated in this Contract by reference. 10. SAFETY WARRANTY. Sella warrants dud the product sold to the Buyer shall conform to the standards promulgated by die U. S. Depttment of Labor uisda 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 mplacemeni 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 Settees expert". 11. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As pat of this contract for sale Sella agrees to ascertain whether goods manufactured in ahecordemce with the specifications attached to this agreement will give rise to the rightflil claim of any ddrd perm by way of infringement of the like. Buyer makes no warranty that the production of goods according to the Wccification will not give rise to such a ctsim, and in no event shall Buyer be liable to Seller for indemnification is the event thin Seller is suet! on the pounds of infringementof the Bike. IF Sella is of the opinion that an infringement or the like will result. he will notify the Buys 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 infiingetneat err the lilt. Seller will save Buyer harmless. If Scller in good faith ascertains the production of the goods in accordance with the specifications will result in infringement or the Irks, the contract shall be null and void. 12. RIGHT OF INSPECTION. Buyer shall have the right to inspect the goods at delivery before weeptuts iiem. 13. CANCELLATION. Buys shall have the right to cancel for default all or any pan of the undelivered portico of this order if Sella breaches any of the torn 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 my other remedies which Buyer may have in law or equity. 14. TERMINATION. The pafommeoe of work under this order tray be to hinted in whole, orin pat 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 perfmrance 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 noun firm of the rights of Buyer ad forth in Clause 13, herein. IS. FORCE MAJEURE. Neither party shall be held responsible for kaws, resulting if the fulfillment of any terms of provisions of this contract is delayed or prevented by any cause not within the cannot of the party whose performance is interfered with, and which by the exercise of teascabk ddigeaoe said party is miable to prevent. 16. ASSIGNMENT -DELEGATION. No right or interest in this caetraa shall be assigned or delegsam of nary obligation made by Sella without the wntun pemisa m of the Buys. Any attempted assignment or delegation by Seiler dull be wholly void and totally ineffective far all purpose unless made in conformity with this paragraph, 17. WAIVER. No claim or right arbing out of a ltharI of the contract can be discharged in whole or in pat by a waiver or renunciation of the claim or right tmlew the waiver or renunciation is supported by corsidtnniar and is in writing signed by the aggrieved party. 19. INTERPRETATION -PAROLE EVIDENCE. This writing, plus may specifications for bids and performance provided by Buyer in its advertisement for bids, and any other documents provided by Seller as pat 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. Wkeoever a term defined by the Uniform Commercial Cede is used in this agreement, the defmitim contained in the code is to control. 19. APPLICABLE TAW. This agreement shall be governed by the Uniform Commercial Code. Where ever the term "Uniform Commercial Cade" is used, it shall be conskwed u meaning the Uniform Commercial Code as adopted in the State of Texas as effective and in force or the due of this agreement. 20, RIGHT TO ASSURANCE. Whenever one party to this contract it good faith has reason to question the other party's intent to perform be may demand the the offer party give written assurance of his inter[ to perform , In the rent that a demand is made and no asauraace is given within five (3) dr^ the demanding ley may trot this failure as m anticipatory repudiation of the contract. 21, INDEMNIFICATION. Seller dull mdeariry, keep and save harmless the Buyer, its ageam officials and employees, againu all mjurika� deaths lox d®sges. claims, peters claim snits, lisWidia. Pdgmems, casts and expenses, which may in anywise acmes against the Buya in consequence of the granting of this Contract or which may mywin result therefrom, whether or not it shall W alleged or eIned that the act was caused durargh aegllgenee or omission of the Seller or its employees, or of the subSeller or assignee or its employees, if soy, and the Seller shall, at his own expense, appear, defend and pay all chagea of attatteys said all costs and other exprroma aisiug therefrom of incurred in connection therewith, and, if may judgment "be tendered against the Buyer is any such action, the Seller shall, m its own expensm sates and discharge the samt Seller expressly understands and agrees that any band required by this conawl. or otherwise provided by Stella, shall in no way limit the respunwbiliry it, indannily, keep and save iharmless and defend the Buyer as bereir provided. 22. TMM It is hereby expressly agreed and understood that time is of the eawrice for the peiformmon of this contract, and failure by cattrgct to miter the time specifications of this agttermeot will cam Seller to be In default of this agreement. 23. MBE. The City of Lubbock hereby notifies all bidders tat in regard to my contract entered into puasumt to this request, minor" and woman huaines enterprises will be afforded equal opportunities to submit bids in response to this invitatim and will not be discriminated against on the grounds of race, cola an or natural origin in consideration form award 24. NON -ARBITRATION. The City reserves the right to examine my right or roux* available to it by law, contract, asp*, aaterwise, ischhrNng without limitadoD, the right ro Soak any and ail forte of relief in a court of coagv F , juabdicxion. Furtba, the City shall not be sudo" to any arbitration process, prior to exercising its murstricted right to seek Judicial remedy. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. To the exam of my-cenllicl between this provision and another prov isim is. my related to. this document, this provision shall control. 23. RIGHT TO AUDIT. At any time during the term of the contract or thereafter, die City. or ■ duly authorized audit representative of the City or the State of Texas. at its expense and at reasonable time. rcmva the right to audit Contractor's records and books relevant to all savior provided to the City under this Contract In the event such an audit by the City reveals any enas or overpsymatz by the City, Contractor shall refund the City the Full amount of such overpayments within thirty (30) days of such akin findings, or tie City, at qs option, reserves the eight to deduct such amounts owing the City fivm any liaymcau die Contractor. Rev, 02/2012