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HomeMy WebLinkAboutResolution - 2007-R0248 - Contract - Dialogic Communication Corporation - Upgrade Software Licenses - 06_14_2007Resolution No. 2007-RO248 June 14, 2007 item No. 6.6 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 a purchase order Contract and any associated documents with Dialogic Communication Corporation of Franklin, Texas, to upgrade software licenses per HGAC Contract #EC07-05, which Contract and any associated documents are attached hereto as Exhibit A and made a part hereof for all intents and purposes. Passed by the City Council this 14th day of June , 2007. OF DAVID A. M LER, MAYOR ATTEST: Garza, City Secretary APPROVED AS TO CONTENT: ;41-et ff. Nk Yearwood Assi nt City Manager/Chief Information Officer APPROVED AS'TO FORM: 1501�-Vandfvcr, ttorney of Counse DDres/DialogicComCorpPOcon07Res June 7, 2007 CITY OF LUBBOCK "EXHIBIT A" P U R C H A S E 0 R D E R TO: DIALOGIC COMMUNICATIONS CORPORATION 730 COOL SPRINGS BLVD SUITE 300 FRANKLIN TN 37067 Resolution No. 2007—RO248 Page - 1 Date - 6/04/07 Order No. - 312311 000 OP Brn/Plt - 3511 SHIP TO. CITY OF LUBBOCK POLICE DEPARTMENT 916 TEXAS AVENUE LUBBOCK TX 79401 INVOICE TO: CITY OF LUBBOCK ACCOUNTS PAYABLE P.O. BOX 2000 T N[<� LUBBOCK, TX 79457 BY. --------------------------------------------------------------------------- Ordered - 06/04/07 Freight - FOB Destination Frt Prepaid Requested - 06/29/07 Taken By - MARTA ALVAREZ Delivery - HGAC CONTRACT # EC07-05 Description / Supplier Ite ---------------------- -- 24 Line Communicator Upgrade Software License Administrative Fee Ordered UM Unit Cost UM Extension 1.000 EA 49,875.0000 EA 49,875.00 Req. Dt 06/29/07 1.000 EA 748.0000 EA 748.00 06/29/07 This purchase order encumbers funds in the amount of $50,623, awarded to Dialogic Communication Corporation of Franklin, TN on June 14, 2007. The following are incorporated into and made part of this purchase order by reference: Price Quotation dated June 4, 2007 and HGAC Contract #EC07-05 CITY OF LUBBOCK ATTEST: �7r ' David A. Miffer, Mayor Reb cca Garza, City Secretary D AS T© O �' ity tto Total Order Terms NET-30 50,623.00 TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK, TEXAS Seller and Buyer agree as follows: i. SELLER TO PACKAGE GOODS. Seller will package goods in accordance with good commercial practice. Each shipping container shawl be clearly and permanently marked as follows (a) Sellers name and address, (b) Consignee's nanhe, eddreess and purchase order or purchase reline number and the supply agreement number if applicable, (c) Container number and mtal number of casuirtms, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing slip. Sager shall bar cost of packaging unless otherwise provided, Goods shall be suitably pecked to secure lowest transportation costs and to conform with requirements of eummon camera and any applicable specifications. Bayer's count or weight shall be final and conclusive on dtipments ask accompanied by packing lisle. 2. SHIPMENT UNDER RESERVATION PROHIBITED. Sella is not authorized to ship the goat under reservation add no under of a bill of lad ing will operate as a tender of gocda. 3. TITLE AND RISK OF LOSS. The tide and risk of loss of the goods shalt not pass to Breyer until Buyer actually nxrives and takes possession of the goat at the point or points of delivery. 4. NO REPLACEMENT OF DEFECTIVE TENDER. Every tender ofdegvay of goods rust fully comply with all provisions of this contract as to time of delivery, quality and the like. If a tender is made which don not rally c®ftwm, This shall constitute a breach and Seller shall not have the right to subset w a conforming tender, provided, wham the time for performance hew not yet expired, the Seller may reasonably notify Buyer of his intention to cure and may that make a conforming lender within the eoo4act time but out afterward. 5. INVOICES & PAYMENTS. e Seller shall I submit separate invoice, in duplicaa% one malt purchase order or purchase tmkase after each delivery. Invoice shall indicate mho purchase order or purchase vdene number and the supply agrmneat numbs if applicable. Invoices shall be itemized and transportation clurgen, if any, shell be listed separately. A c epy 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. O. Bon WK Lubbock Texas 79457. Payment shall not be due well the above instruments are submitted alter delivery. 6. GRATUITIES. The Boyer may, by written notice to the Seller, Cancel this oonaact without liab0ity, to Seller if it is determined by Buyer tart gratuities, in the form of antataimueel, gift or otherwise, were offered or giver by the Seller, or try agent or representative of the Sella, to any officer or employee of the City of Lubbock with a view to securing a contract or securing favorable acrematt with respect to the awarding or amending, or the making of way determinations with moms to the performing of such a contract In the event thin Conan is canceled by Buyer punwttt to this provision, Boyer &ball be entitled, in addition to any other rights and ranodies, to recover or wid&W the tanoust of the cost incurred by Seller in providing such grahridea 7. SPECIAL TOOLS tit TEST EQUIPMENT, if dtc price smtcdon the fame hm"incl des the cost of any special tooling or special beet equipment fabricated a required by Sella for the purpose of filling this order, ouch special reeling equipment and my I- sheers relmed thereto shall become the property of the Buyer and to the extent feasible shall be identified by the Seller as such. 11. WARRANTY -PRICE. a The price to be paid by the Buyer shall be that contained in Seller's bid which Sella warrants to be no higher den Seller's current process on orders by other for products of the kind and specification covered by this agreement for similar quantities under similar of 11ke conditions and methods of purchase. In the event Sella breaches this warranty, the price of the items shall be reduced to the Seller's current prices on orders by otters, or in the alternative. Buyer may horncel this cvrnract without liability to Seller for breach or Seller's saw: tptpmaaa. b. Tie Solier wnranta tat no pursue or selling agenc) hire berm ernptoyed or retained to solicit or secure this contract upon an agreement or understanding far commission, parceoage, brokerage, or contingent fee excepting bum thde vW loyta urbane. fide established commercial or selling agencies maintained by the Seller few the purpose of securing business. For breath of vicietion of this warranty the Buyer shall have the right in addition to any other right of righ is to emcd this entered without liability and to dedoct firm the contract price, or otherwise recover without liability and to deduct from the contract price, or otherwise reeaver der hell amount of arch coom ealssion, percentage, brokerage or cr ndnila t fee. 9. WARRANTY -PRODUCT. Sella shall riot limit or exclude any implied warranties and any attempt to do w shall render this central voidable at the option of the Buyer. Sella warrants tat the goods famished will conform to the specification, drawings, and descriptions listed in the bid imritatiom and to de sarple(s) huniwhed by the Seller, if any. In the eventof s conflict or between the specifications, drawings, and descriptions, the specifications shall govas. Notwithstanding any provisions containod. in the contractual agreement, the Seller represents and warrants fault -firm performance and Bolt -see result in the processing dW and date related data (including, bid not limited to calculating, comparing and sequencing) of all hardwae, software and firmware products delivered and services provided under this Contract, individually or in combination, as the case my be from the cifective date of this Contract. Alm the Seller warrants the year2000 calculations will be recognized and accommodated and will not, in any way, result in hardware, software or fmrmwane failure. The City of Lubbock, at its sole option, may require the Sella, at any time, to demonstrate the ptmcedaes it intends to Pol low in order to comply with all the obligations contained herein. The obligptims contained herein apply to products and services provided by the Seller, is sub -Seller or my third party involved in the creation ordwdopmmt order products and services to be delivered to de 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 lamination or default The warranties contained herein are separate and discrete from any other warranties specified In this Contract, and ere not subject to a" disclaimer of wmm*. implied or expressed, or limitation of the Seller's liability which may be specified in this Cottrac6 its appendices, is schedules, its annexes or my document incorporated in this Comet by reference. 10, SAFETY WARRANTY. Seller warrants that the product add to the Buyer shall conform to the swhdards prm ulgited by the U. S. Department of labor under the Occupations! Safety and Health Act of 1970. in the event do product does not conform to OSHA standards, Bu)cr may return the product for correction or replacement at the Sella's expense. In the event Seller fails to make the appropriate correction within a reasonable time, correction made by Buyer will be 40 the Seller's experac 11. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As part ofthis contract for sale Seller agree to ascertain whether goods manufactured in accordance with the specifications starched to this weanent will give rise to tee rightful ckairn of any third person by way of infringanant of the like. Buyer makes no wwtasny that tee pmduc ion of goods according to the specification will not give rise in such a clahq and in no event shall Buyer be liable to Seller for indenmificaton in the event that Seller is sued on the grain of infringement of the like, If Seller is of the opinion that an infringement or tire like will result, he will naily the Buyer to this effect in writing within two weeks after the signing of this agreement. Tf Buycr4m not receive notice send is subsequently held liable for the infiingancen or the like, Seller will save Buyer harmless, If Seller in good faith ascertains to production of the goods in accordance with the specifications will result in inftngement or the like, die eons act "I be null and void. 12. RIGHT OF INSPECTION. Buyer shall have the tight to inspect the goods at delivery before accepting than. 13. CANCELLATION. Buyer shall have the right to cancel for depshdt all or may part of the wxkliveed pottier of dds ender if Segerbieed anry of the tams hereof includirng warranties of Sdler or if de Selkr bwomm imdver ter cDmmita acts of berknspocy. Such right of cancellation is in edditon to and trnr in lieu of soy other remedies which Buyer may have in law or equity. 14. TERMINATION. The ptsformarrcc of work under this order may be amaireeted in whose, or in part by the Buyer in accordance with this provision. Tormimton of work hereunder ahaid be effected by the delivery of the Seller of a "Notka of Tetmineton" specifying the extent to which performance of work meter the order is terminated and the data upon which such terminationbecomes effective. Such right or Tenninstion is in addition lewd not in lietr of the rights of Buyer act forth in Clause 13, herein IS. FORCE MAJEURE. Neither party shall be held responsible for losses, resulting if the f llfillmad of any lerins of provision of this contract is delayed or prevented by my cat+a not within the c oigmt[ of the party whose performance is interfaed 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 sell be assigned or dekvWm of any oWiptian trade by Seller withmt dw writen p=Ossiw of d o Buyer. Any atszimpled assignment or delegation by Seller shall be wholly void and totally inef actin for all Pmpoaa ioless made in Materially with this pmagmaph. 17. WAIVER. No ciebn or right arising out of a breach of this contract an be discharged in whole or in pat by a waiver or remmclation of the claim or tight uelea the waiver or remntciaton is supported by considtaalios and is in writing signed by the aggrieved party. 18. INTERPRETATION -PAROLE -EVIDENCE. This writini& plus any specificatma for bids and performance provided by Buyer in is advernisoment for bids, and any otter documma provided by Seller as put of his bid, is intended by the parties in a final expression of their agreement and intended also as a complete and exclusive sraamund of the tern of their agreement. Whenever a kem defend by the Uniform Commercial Code is used in this xgreemenit. the definition contained in the Code is to control. 19. APPLICABLE LAW. This agra rrient shall be governed by the Uniform Commercial Code. Where "a the tan "Uniform Commercial Code" is used, it shall be casmed as meaning the Uniform Commercial Code as adopted in the Sarre of Texn as effective red in force on the deft of this agroemea. 20. RIGHT TO ASSURANCE. Whenever one party to this contract in good faith has reason to ipheatipt tie tithe pasty's iatmt m perform Ire tray demand that the other pony give written amiaance of hie ieuent m pafam. In else went that a demand is medm and no anwerme is given within five (5) days, the dommiiing party may treat this failure as an anticipatory reprdintrah of the comma. 21. INDEMNIFICATION. Seller shell indaxmity, keep and save harmless the Buyer, is agents, officials and enployeca, against all inju nim deaths, loss, da maym claims, patent claims, snits, lisbdites, judgments, toss and expresses, which may in anywise accrue aping tin Buyer in consequence of the granting of this Contrast or which any anywise result thacfiom, whether or not it shall be alleged or da inathied that the act was tared through negligence or omission of the Seller or its a ployco, or of the subScl(pr or astignce or its employees, i f any, and the Seller shag, at his own expose, appear, defend ardpay oil Chaps of morays and all toss and other expenses adsinng therefrom ofincurred in cornet ton dater tth4 and, if my judgimien shall be redered against the Buyer in my such action, the Sella shall, at is own expenses, satisfy, and discharge the sox Sella expressly understands and agrees then any bond required by Oda contract, orodierwita provided by Seller, shall in no wry limit the responsibility to indenmify. keep cud save h amens and defend the Buyer u herein povidcd 22. TIME. It is hereby expressly agreed and understood that time is of ere essence for the petformaaca of this contract, and frilure by contract to meet the time specifications of this agreement will cam Seller to be in default of this aweemene. 23, MBE. The City of Lubbock hereby notifies all bidders tat in regard to my contract annexed into puraaat to this request, minority and women business enterprises will be eRoded equal opportunities to submit bids in response to this invitation and will not be discriminated against on the pounds of race, color, sex or raaual origin in consideration for an award Rcv. 08/2005