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HomeMy WebLinkAboutResolution - 2013-R0107 - PO - Grande Ford Truck Sales Inc.- Telescopic Aerial Truck - 03_28_2013Resolution No. 2013-RO107 March 28, 2013 Item No. 5.14 RESOLUTION BE IT RI`SO LVI'D i3Y THE CITY COUNC'lI. ()1: 'H ll: CITY 0 1 ` I.U13BOCK: TI1AT the Mayor of the City of Lubbock is hereby authorized and directed to eXecute for and oil behalf ol' the City of Lubbock, Purchase Ordcr No. 31014235 for the purchase of Telescopic Aerial Truck with Material l land ler as per 13uv Board 358-10. by and bemeen the City of Lubbock and Grande Ford Truck Sales. Inc. of San Antonio. Texas, and related documents. Said Purchase Order is attached hereto and incorporated in this resolution 11s It, hilly set forth herein and Shall be included in the tnisuAcs of the City Council. Passed by the City Council or) March 28. 2013 N4CBFRTSCON, MAYOR A'I'TL ST: Rebe ca Gai La. C'itNr Secretary APPROVED AS TO CON '111 N' ^ 01L �Pvi j 1 Scott Snider, Assistant City Manager CammttnitV Services APPROVI p AS '1,0 FORM: Chad Weaver, Assistant City Attorney vu•:ced0cS/R1:S.GRLndc Ford-PmchawOrd March 8, 2013 ' 1ubbock iExAs m PURCHASE URDLR GRANDEE' FORD TRUCK SALES INC 4562 11-1 10 1,AS"T SAN ANTUNIO Texas 7821c} INVOICETO; CITY Or LUBBOCK ACCOUNTS PAYABLE 11.0. BOX 2000 LUBBOCt . TX 79457 SHIP TO: Page - Date - Order Number 1 03/07/2013 31014235 000 OP CITY OF LU1313OCK SERVICES 200 MUNICIPAL ❑RIVE LUBBOCK 'Texas 79103 of 01-d red 03/07/2013 Freight Requested 03/07/2013 Taken By Deliven, PER M.TRk;V1r\10.!REQ 41173 13UY BOARD 358-10 Description/supplier Ilct►t th•ilercci Unit Cost UM I'eiescohic Acrial TrUck with 1.000 I 1 1.033,0000 GA 11a1erkd 1isncl1cr I).`IORRE'S Extentiicm Retlucst Ihtc 111,633.00 08/30!2013 Total UrdLer Terms NET 30 1 1 1,033.00 "Phis lxn-chase order 011cu111IM-1, funds in the anuntnt of S111,633 awarded to Grande Ford Truck Sales, I11c. of Sat1 Antonio, 'Texas on March 28, 2013. The followlqu, is ilick) rporated into and rack Dart of this purdwse order by reference: Price Quotation dated March 6, 2013 from (;rankle Ford Truck Sales, [lie, of San Antonio, Texas and Buy Board Contract 358-10. Resnitttiolu 7n 1 A—ur11 n7 CITY OF LU13BO ATTEST: Glen C. Ro r son, yor Reb cca Garza, City :Secretary U) TERINS 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 (a) Seller's name and address, (b) Consignee's name, address and purchase order or purchase release number and the supply agseariesu number if applicable. (c) Container number and load 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 packagirag tmtm otherwise provided. Goods shad be suitably packed 10 secure lowest tsamrporevion casts and to conform with requirements of common amen 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. Sella is not authorized to ship the goods under reservation and no tenderof 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 DEFECTIVE TENDER. Every tender of delivery of goods must fully comply with all provisions of this contras as to lime of delivery, quality and the like. Ifs tender is nude which does not fully conform, this shall - i y itute a' each and Sella shall not have the right to substitute a conforming under, provided, where the time for performance has not )er expired, the Seller rnay reasonably notify Buyer of his intention to cue and may then make a conforming tender within to contract time but not afterward - S. INVOICES & PAYMENTS. a. Sella shall submit separate invoices, in duplicate- one each purchase order or purchase release after each delivery. Invoices shall Me= 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 tie freight waybill when applicable, should be attached to the invoice. Mail To: Accounts Payable, City of Lubbock. P, O. Box 2000, Lubbock, Texas 79457. Payment shall not be due until the above instruments are submitted after delivery. 6. GRATUITIES. The Buyer may, by written notice to the Seiler, cancel this contract without liability to Setter if it is determined by Buyer that gratuities, in the form of entenainnunt, 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 view to scoring a contras or securing favorable treatment with respect to the awarding or amending, 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 remedies, to recover or withhold the amount of the cost incurred by Seller 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 dial contained in Seller's bid which Seller warrants to be no higher tun 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 wuranty, the prices of the items shall be reduced to the Seller's current prices on orders by others, or in the alternative. Buyer may cartcel this contract without liability to Seller for breach or Settees actual expense. b. The Seller warrants that no pawn or selling agency has beat employed or retained to solicit or secure this contract upon an agreement or understanding for commission, percentage, brokerage, or contingent fee excepting bona fide employe" of bona fide 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 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 samplc(s) furnished by the Sella. if any. In the event of a conflict or between die speciftasians, drawings, and descriptions. the specifications shall govern. Notwithstanding any provisions contained in the contractual agreement, the Seller represents and warrants fault -free perfonmvtce and fault -free result in the processing date and date related data (including, but riot 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 Contras, 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 tarninstion or defaule The warranties contained herein are sepanu and discrete from any oiler waranics spiZ`fied {n thia.fanhac . and arc not subject to any disclaimer of warranty. implied or expressed.-6r limitation riT-ibe Seller's liability which may be specified in this Contract, its appendices, its schedules, its wneaes or any document incorporated in this Contract by refgrence. 10. SAFETY WARRANTY. Seller warrants that the product sold to the Buyer shall conform to she standards promulgated by the U. S. Department of Labor under the Occupational Safety and health Act of I970. in she event the product does riot conform to OSIIA standards, Buyer may return the product for correction or replacement at the Sellers 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 FLY BUYER AGAINST' INFRINGEMENTS. As par of this contract for Late Seller _ agrees to' ascataiin .wheiher 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 be liable to Seller for indemnification in the event that Seller is sued on the grounds of infringement of the like. If Sella 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 good faith ascertains the production of the goods in accordance with the specifications will result in infringement or the like, the contract chill be melt and void. 12, RIOI IT OF INSPECTION. Buyer shall have the tight to inspect the goods at delivery before accepting them. 13. CANCELLATION. Buyer shall have the right to cancel for default all or any pan 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 any other remedies which Buyer may have in law or equity. 14. TERMINATION. The performance of work undo this order may be terminated in whole, or in part by the Buyer in accordance with this provisim Termination of work hereunder shall be effected by the delivery of the Sella of a "Notice of Termination- specifying Lite extent to which perfmnanee of work tmda the order is terminated and the date upon which catch Lamination becomes effective. Such right or termination is in addition to and not in lieu of the rights of Buyer set forth in Clause 13, herein. 15. FORCE MAJEURE. Neither party shall be held responsible for lasses, resulting if the fairiument of any lams 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 Sella 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 m breach of this contras can be discharged in whole or in pan by a waiver or renunciation of the claim or right unless the waives or renunciation is supported by consideration amid is in writing signed by the aggrieved parry. 18. INTERPRETATION -PAROLE EVIDENCE. This writing. plus any specifications fat bids and performance provided by Buyer in its adveniseunent for bids, and any other documents provided by Seller as pan 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 to 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. %Vhcm 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 fora on the date of this agreement. 20. RIGIIT TO ASSURANCE. Whenever one party to this cents= in good faith has reason to question the other parry's intent to perfarrn he may demand that die other parry give wriucit atavrsna 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. Seller shall indemnify, keep and save harmless the Buyer, its agent$. officials and employees, against all injuries, deatu, loss, damages, claims, patent claims, suits, liabilities, judgments, toss 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 Sella 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 anomeys and all taus and other expenses arising therefrom of incurred in connection therewith, and, if arty judgment shall be rendered against the Buyer in any such action, the Sella shall, as its own expenses, satisfy and discharge the same Seller expressly understands and agrees that any bond required by this contract. or otherwise provided by Sella, shall in no way limit the tetpuatsibilhy to indemnify. kip and sin harmless and defend the Buys as herein provided. 22. TIME. it is hereby expressly agreed and understood that lime is of the essence for the perforance of this contract, and failure by contras to meet the lime 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 invitation and will nol be discriminated against an 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 limitation, the right to seek any and all forms of relief in a corm of competent jurisdiction. Further, the City shall not be subject to any arbitration process prior to exatising its unresriscd right to smack judicial remedy. The remedies sot forth herein are ornulative and not exclusive, and may be exercised concurrently. To the extent of any conflict between this provision wad another provision in, or related to, this document, this provision shall control. 25. RIGHT TO AUDIT. At any time during the tam of the contract, or thereafter, the City, or a duly 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 retards and books 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 overpayments within thirty (30) days of such audit findings, or the City, at its option, reserves the right to deduct such amournts owing the City from any payments due Contractor. Rev. 02/2012