HomeMy WebLinkAboutResolution - 2012-R0257 - PO - Phillips Healthcare - Patient Monitors - 06_21_2012Resolution No. 2012—RO257
June 21, 2012
Item No. 5.16
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. 10005808 for the
purchase of Phillips M8102 Patient Monitors as per ITB 12-10639-DG, by and between
the City of Lubbock and Phillips Healthcare of Andover, MA, 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 June 21, 2012
ATTEST:
Garza, City Secretary
APPROVED AS TO CONTENT:
AS TO FORM:
Weaver, Assistant City Attorney
,w;ccdocs/RES.Phillips Healthcare-PurchaseOrd
une 14, 2012
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city of
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PURCHASE ORDER
TO: PHILIPS HEALTHCARE
3000 MINUTEMAN RD
ANDOVER Massachusetts 01810
Page -
Date -
1
06/14/2012
Order Number 10005808 000 OP
Branch/Plant
5619
SHIP TO: CITY OF LUBBOCK
CENTRAL FIRE STATION COMPLEX
RAUL SALAZAR
1515 EAST URSULINE
LUBBOCK Texas 79401
INVOICE TO: CITY OF LUBBOCK
ACCOUNTS PAYABLE
P.O. BOX 2000
LUBBOCK, TX 79457 BY:
Ordered 06/14/2012 Freight
Requested 07/12/2012 Taken By
Deliuq PFR SALA7,AR R REQ 39768 ITB # 12-10639-DG
_ Description/Supplier Item Ordered Unit Cost UM
Phillips M8102 Patient Monitor 10.000 5,743.4000 EA
lntelliVue W2
M8102A/865040 FAC
M8102A/865040 12 Lead
M8102A/865040 Protective Cover
M8102AJ865040 Lithium Ion Batt
M8102A/865040 Ice Aamis Lead
M8102A/865040 Mainstream Senso
M8102A/865040 Adult Airway
M8102A/865040 Infant Airway
865432 Batt Conditioner
M4607 Batt Charger Adapter
989803163361 Carry Case
Terms NET DUE ON RECEIPT
D GAMBOA
Extension Request Date
57,434.00 07/12/2012
10.000
135.2000
EA
10.000
566.1500
EA
10.000
63.0500
EA
10.000
117.0000
EA
10.000
487.5000
EA
10,000
1,253.2000
EA
10.000
126.1000
EA
10.000
126.1000
EA
1.000
1,4605500
EA
10.000
66.3000
EA
10.000
132.6000
EA
Total Order
1,352.00
07/12/2012
5,661,50
07/12/2012
630.50
07/12/2012
1,170.00
07/12/2012
4,875.00
07/12/2012
12,53100
07/12/2012
1,261.00
07/12/2012
1,261.00
07/12/2012
1,460.55
07/12/2012
663.00
07/12/2012
1,326.00
07/12/2012
89,626.55
This purchase order ratifies a purchase in the amount of $89,626.55 is awarded to Phillips Healthcare, Andover, MA. The following is
incorporated into and made part of this purchase order on June 21, 2012 by reference: ITB # 12-10639-DG, bid submittal dated June 14,
2012 from Phillips Healthcare, Andover, MA . Resolution # 2012—R0257
CITY OF LUBBOCK:
- e,,OWI
Glen C. Ro rt on, or
ATTEST:
Reb cca 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 marked as
follows ter) Seller's name and address, (b) Consignee's name, address and purchase order or
purchase release number and the supply agreement number if applicable, (e) Container number
and total number of containers, e.g. box I 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. Seller is not authorized to ship the
goods under reservation and no tender of a bill of lading will operate as a lender 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 DEFECTIVE TENDER. Every tender of delivery of goods must
fully comply withal] provisions of this contract as to time of delivery, quality and the like. If a
tender is made which does not fully conforin, 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 cure and may then
make a conforming tender within the contrail 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. 0. Box 2000, Lubbock, Texas 79457. Payment
shall no be due until the above instruments are submitted after delivery.
6. GRATUITIES. The Buyer rimy, 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, gips
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 perfomdng 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. SPECL4L 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 Seiler 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 Sellers 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 blt 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 ride
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
my 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 nmt 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 samples) Furnished by the Seller, 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 contractual agreement, the Seller represents
and warrants fault -Free performance and fault -free result in the processing dale 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 be from the effective date of this Contract.
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 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 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
by way 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 he
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 Seller in goad 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 terns 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 "NOhee 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 B, 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 patty 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 assisted or
delegation of any obligation made by Seller without the written permission of the Buyer. Any
attempted assigranent 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 par 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.
19. INTERPRETATION -PAROLE EVIDENCE. This writing, plus any specifications fur bids and
performance provided by Buyer in its advertisement for bids, and soy 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 corgrlete 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 TAW. 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 party give written
assurance of his intent to perform. In the Bent 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. INDEMNIFTCATION. 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
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 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 lirnit 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 racer 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 imitation and will not be discriminated against
on the grounds of race, color, sex or natural origin in consideration for an award.
24. NON -ARBITRATION. The City reserves the right to exercise any right or remedy available to
it by law, contract, equity, or otherwise, including without Iimitation, the right to seek any and
all fortes of relief in a court of competent jurisdiction. Further, the City shall not be subject to
any arbitration process prior to exacising its unrestricted right to seek judicial remedy. The
remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently.
To the extent of any conflict between this provision and another provision in, or related to, this
document, this provision shall control.
15. RIGHT TO AUDIT. At any time during the term of the contract, or thereafter, the City, or a
drily authorized audit representative of the City or the State of Texas, at its expense and at
reasonable times, reserves the right to audit Contractor's records and hooks relevant to all
services provided to the City under this Contract. In the event such an audit by the City reveals
any errors or overpayments by the City, Contractor shall refund the City the full amount of
such overpayrnerds within thirty (30) days of such audit fmftgs, or the City, at its option,
reserves the right to deduct such amounts owing the City tram any payments due Contractor.
Rev. 02/2012