HomeMy WebLinkAboutResolution - 2016-R0039 - Officewise Furniture And Supply - 01_28_2016No. 2016-R0039
WrOWIVil
28, 2016
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. Contract No. 12563 for office furniture, by and between
the City of Lubbock and OfficeWise Furniture and Supply, of Lubbock, Texas, and related
documents. Said Contract 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 January 28, 2016
GLEi' OBE TSON, MAYOR
ATTEST:
Rebe ca Garza, City Secretat
APPROVED AS TO CONTENT:
X�
uincy White, istant City Manager
R1W;r&9ATj 0 SX.V121 Eli•'
OF
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RES.Contract-12563-OfficeWise Furniture and Supply
1.12.16
Resolution No. 2016-RO039
City of Lubbock, TX
Contract For
Office Furniture
ITB 16-12563-KK
Contract 12563
THIS CONTRACT made and entered into this 28th day of January. 2016, by and between the City of
Lubbock ("City"), and OfficeWise Furniture and Suoaly. ("Contractor").
WHEREAS, the City of Lubbock duly advertised for bids for Office Furniture and bids were received
and duly opened as required by law; and
WHEREAS, after careful consideration of the bid submitted by Contractor, the City authorized the
execution, in the name of the City of Lubbock a contract with said Contractor covering the purchase and
delivery of the said Office Furniture.
NOW, THEREFORE, in consideration of the mutual agreement contained herein, as well as the
financial consideration hereinafter referred to, the parties hereby covenant and agree as follows:
1. In accordance with City's specifications and Contractor's bid, copies of which specifications and bid
are attached hereto and made part hereof, Contractor will deliver to the City the Office Furniture
specifically referred to as "Exhibit A" and more particularly described on the Bid Form submitted by
the Contractor or in the specifications attached herein.
2. The City promises and agrees to employ, and does employ, the Contractor to cause to be done the work
provided for in this Contract and to complete and finish the same according to the attached
specifications, offer, and terms and conditions contained herein.
The Contractor shall perform the work according to the procedures outlined in the Bid Form and
Specifications attached hereto. The contract shall be for a term of one year, with the option of four,
one year extensions, said date of term beginning upon formal approval. All stated annual quantities are
approximations of usage during the time period to be covered by pricing established by this bid. Actual
usage may be more or less. Order quantities will be determined by actual need.
4. This contract shall remain in effect until the expiration date, performance of services ordered, or
termination of by either party with a thirty (30) day written notice. Such written notice must state the
reason for cancellation. The City of Lubbock reserves the right to award the canceled contract to the
next lowest and best bidder as it deems to be in the best interest of the city.
5. Contractor shall at all times be an independent contractor and not an agent or representative of City
with regard to performance of the Services. Contractor shall not represent that it is, or hold itself out
as, an agent or representative of City. In no event shall Contractor be authorized to enter into any
agreement or undertaking for or on behalf of City.
6. The contractor shall obtain and maintain in full force and effect during the term of the contract,
commercial general liability coverage with insurance carriers admitted to do business in the State of
Texas. The insurance companies must carry a Best's Rating of A- VII or better. The policies will be
written on an occurrence basis, subject to the following minimum limits of liability:
TYPE AMOUNT
General Liability $1,000,000
Commercial General Liability
General Aggregate
Automotive Liability $1,000,000
Combined Single Limit
Any Auto
Workers Compensation Statutory Amounts
The City of Lubbock shall be named as additional insured on a primary and Non -Contributory basis
on Auto/General Liability, with a waiver of subrogation in favor of the City of Lubbock on all
coverages. Copies of all endorsements are required.
The contractor will provide a Certificate of Insurance to the City as evidence of coverage. The certificate
will provide 30 days notice of cancellation, and under the cancellation section, the wording "endeavor to"
and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company,
its agents or representatives" will be crossed out. A copy of the additional insured endorsement attached
to the policy will be included with the certificate. To include Products of Completed Operations
endorsement.
The contractor shall also maintain workers compensation insurance in the statutory amount.
If at any time during the life of the contract or any extension, the contractor fails to maintain the required
insurance in full force and effect, all work under the contract shall be discontinued immediately. Any
failure to maintain the required insurance may be sufficient cause for the City to terminate the contract.
Neither the City nor the Contractor shall assign, transfer or encumber any rights, duties or interests
accruing from this Contract without the written consent of the other.
8. 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 court of
competent jurisdiction. Further, the City shall not be subject to any arbitration process prior to
exercising 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.
9. At any time during the term 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 records 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 amounts owing the City from
any payments due Contractor.
10. Non -Appropriation: All funds for payment by the City under this contract are subject to the availability
of an annual appropriation for this purpose by the City. In the event of non -appropriation of funds by
the City Council of the City of Lubbock for the goods or services provided under the contract, the City
will terminate the contract, without termination charge or other liability, on the last day of the then -
current fiscal year or when the appropriation made for the then -current year for the goods or services
covered by this contract is spent, whichever event occurs first. If at any time funds are not appropriated
for the continuance of this contract, cancellation shall be accepted by the Seller on thirty (30) days
prior written notice, but failure to give such notice shall be of no effect and the City shall not be
obligated under this contract beyond the date of termination.
11. 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 court of competent jurisdiction. Further, the City shall not be subject to any arbitration process
prior to exercising 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.
12. Assigning or Subletting the Contract: The Contractor shall not assign or sublet the contract, or any
portion of the contract, without written consent from the Director of Purchasing and Contract
Management. Should consent be given, the Contractor shall insure the Subcontractor or shall provide
proof on insurance from the Subcontractor that complies with all contract Insurance requirements.
13. This Contract consists of the following documents set forth herein; Invitation to Bid No. 16-12563-
KK, Specifications, and the Bid Form.
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed the day and year
first above written. Executed in triplicate.
CITY OF LUB OC,C
oil
GI obertson, Mayor
ATTEST:
Rebe a Garza, City. Secretary
APPROVED AS TO CONTENT:
1-t
WarVa A14jrez, EVrector of Purchasi
and Contract Management
CONTRACTOR
BY
Authorized Representative
ortM 7 Sr95^'so�►
Print Name
(30 /- /3
Address
"690c'S Tx 7'fwl
City, State, Zip Code
City of Lubbock
Purchasing & Contract Management
Office Furniture
ITB 16-12563-KK
1. SCOPE
It is the intent of these specifications to describe the minimum requirements for office furniture in
sufficient detail to secure comparable bids. All products purchased under this contract shall be new and
free of defects. Products that are classified as prototype or discontinued models are not acceptable. All
parts and accessories catalogued as standard shall be included as part of this specification and shall
conform in strength and quality of material and workmanship to what is usually provided to the trade in
general. The furniture shall be under standard production by the manufacturer. Discount shall be stated
off manufacture's retail price (MRP). The Price List and Manufacturer Furniture website must be
attached and submitted with the bid. Orders will be placed on an as -needed basis.
2. DELIVERY AND INSTALLATION
2.1 Cost of inside delivery and installation shall be included with discounts to any City of Lubbock Office
as directed by the City Purchasing Department at time of order.
2.2 Delivery shall be made within six (6) weeks from receipt of order during normal working hours only,
8:00 a.m. to 5:00 p.m., Monday through Friday, excluding City designated holidays. (See Exhibit A —
Ship To Locations and B —City Holidays).
2.3 All items shall be ready for use upon delivery and shall include complete assembly, set-up, and
installation. Vendor shall quote a premium percentage for three (3) day delivery on items available in
the local area if requested on purchase order.
2.4 Successful bidder must notify the Purchasing Department in writing at the time of order if order cannot
be delivered within the six -week time frame. Consistent failure of vendor to meet delivery requirements
without valid reason may cause removal of contract.
2.5 All delivery tickets shall reference the City of Lubbock purchase order number and the department to
which order is charged, as directed by the Purchasing Department. Each delivery ticket shall be
consistent with the purchase order and show all items placed on order, items delivered and items back-
ordered. All back -ordered items shall be considered as "on order" unless deleted by the Purchasing
Department. Successful vendor will keep the Purchasing Department informed in writing of expected
delivery dates of back -ordered items.
3. BIDDERS RESPONSIBILITY
3.1 It shall be the responsibility of the supplier to see that all material delivered meets these requirements.
Material which is found not to meet all of the requirements shall be removed by the supplier and
replaced with acceptable materials, even though the deficient material has been delivered and accepted
by City of Lubbock.
3.2 Each bidder shall be held to have examined the areas and premises under consideration and confirm
he/she fully understands these specifications and the City's needs and satisfies himself/herself that
he/she is cognizant of all factors relating to requirements contained in these specifications.
3.3 References shall be included with the bid. Three current customers with a comparable purchase shall be
listed with complete name, address, telephone number and contact person.
3.4 Bids must be submitted on the Bid Form and the bidder shall return the entire bid/specification package
which will constitute a contract equally binding between the bidder and City of Lubbock if accepted by
the City Council of City of Lubbock, Texas.
3.5 It is the Contractor's responsibility to provide the City with up-to-date price lists and catalogs
(electronic is preferred), and any necessary brochures, finish samples, fabric samples, seating samples or
related materials at no charge during the entire contract period including renewals thereof.
4. CONTRACT TERM
4.1 The contract shall be for a term of one (1) year, with the option of four (4), one (1) year extensions, said
date of term beginning upon formal approval. All stated annual quantities are approximations of usage
during the time period to be covered by pricing established by this bid. Actual usage may be more or
less. Order quantities will be determined by actual need. The City of Lubbock does not guarantee any
specific amount of compensation, volume, minimum, or maximum amount of services under this bid
and resulting contract.
4.2 It shall be the vendors' responsibility to provide updated insurance as contract renews.
4.3 This contract shall remain in effect until the expiration date, performance of services ordered, or
termination by either party with a thirty (30) day written notice. Such written notice must state the
reason for cancellation. The City of Lubbock reserves the right to award the canceled contract to the
next highest percentage and best bidder as it deems to be in the best interest of the city.
4.4 City of Lubbock reserves the right to enforce the performance of this contract in any manner prescribed
by law or deemed to be in the best interest of the City in the event of breach or default of this contract.
City of Lubbock reserves the right to terminate the contract immediately in the event the successful
bidder fails to:
1. Meet schedules;
2. Defaults in the payment of any fees; or
3.Otherwise perform in accordance with these specifications
4.5 Continuing non-performance of the bidder in terms of specifications shall be basis for the termination of
the contract by the City. The City shall not pay for work, equipment or supplies which are
unsatisfactory. Vendors will be given a reasonable opportunity before termination to correct the
deficiencies. This however, shall in no way be construed as negating the basis for termination for non-
performance.
5. DISCOUNTS & INCREASES
5.1 All discounts shall remain firm against any decrease during the entire contract period including renewals
thereof. In the event of any increase in the discount offered by the manufacturer, the City shall be
notified promptly, within 30 days, and receive such increase. In the event of any decrease in list prices
by the manufacturer, the City shall be notified promptly, within 30 days, and receive such decrease.
5.2 Contractor's responsibility to notify the City in advance of any anticipated price changes by the
manufacturer. Requests for list price increases must be accompanied by bona -fide manufacturer's
documentation reflecting the change. Increases shall be limited to the actual cost increase to the
manufacturer. The City reserves the right to accept or reject the request for price increase.
6. BID AWARD
6.1 All bids meeting the intent of this Invitation to Bid will be considered for award. Bidders taking
exception to the specifications, or offering substitutions, shall state these exceptions in the section
provided or by attachment as part of the bid. The absence of such a list shall indicate that the bidder
has not taken exceptions and shall hold the bidder responsible to perform in strict accordance with the
specifications of the invitation. City of Lubbock City Council reserves the right to accept any and all or
none of the exception(s) / substitutions(s) deemed to be in the best interest of the City.
6.2 The bid analysis will include compliance to bid specifications, past performance with vendor,
references, delivery time, representative response time, and the overall cost to City of Lubbock. City of
Lubbock reserves the right to consider deviations from these specifications
6.3 Items supplied under this contract shall be subject to the City's approval. Items found defective or not
meeting specifications shall be picked up and replaced by the successful bidder at the next service date
at no expense to the City. If item is not picked up within one (1) week after notification, the item will
become a donation to the City for disposition.
6.4 It is expressly understood and agreed that in case City of Lubbock should need any item(s) not available
within the time frame needed from the successful vendor during the term of this Contract, City of
Lubbock reserves the right to purchase these items from other than the successful vendor and shall not
be in violation of any terms or conditions of said Contract. Further, City of Lubbock reserves the right
to seek another vendor if, at any time, vendor's prices do not conform to public pricing.
6.5 Orders will be placed on an as -needed basis. Delivery locations and products are subject to change
during the term of the contract. On-line and credit card orders will receive the same discounts as
purchase orders.
6.6 Funds for payment have been provided through the City of Lubbock budget approved by the City
Council for this fiscal year only. State of Texas statutes prohibit the obligation and expenditure of
public funds beyond the fiscal year for which a budget has been approved. Therefore, anticipated orders
or other obligations that may arise past the end of the current City of Lubbock fiscal year shall be
subject to budget approval.
6.7 City of Lubbock reserves the right to return any item. No re -stocking fees will be charged to City of
Lubbock regardless of the circumstances.
EXCEPTIONS TO THE CONTRACT
Not all items cataloged by the successful bidders will be purchased under the ensuing contract. Some
office furniture, modular furniture, and file cabinets purchases will be made from other sources as
allowed by law or regulation, for example, purchases from state contract vendors, Texas Industries for
the Blind and Handicapped (TIBH) or Texas Correctional Industries (TCI). However, this provision
shall not be used to circumvent the intent of the contract.
BID FORM OMCDJNE
Office Furniture
City of Lubbock, Texas
ITB No. 16-12563-KK
In compliance with the Invitation to Bid 16-12563-KK, the undersigned Bidder having examined the Invitation to Bid and
Specifications, and being familiar with the conditions to be met, hereby submits the following Bid for furnishing the
material, equipment, labor and everything necessary for providing the items listed below and agrees to deliver said items at
the locations and for the prices set forth on this form. A bid will be subject to being considered irregular and may be
rejected if it shows omissions, alterations of form, conditional alternate bids, additions or alternates in lieu of the items
specified. The Invitation to Bid 16-I2563-KK is by reference incorporated in this contract. The Bid Fonn must he
completed in blue or black ink or by typewriter.
ITEM
DESCRIPTION
MANUFACTURER
DISCOUNTOFF
PRICE LIST
DELIVERY
DAYS ARO•-
I.
System Furniture
f7 0�
$ -7 -F
1.1
System Furniture
N,Clem4,V (G6£%t'
ii -
o20- sS
1.2
System Furniture
A. C5
SD 7To
aL f-- q5-
1.3
System Furniture
of D
5-6 °70
( o_ -'? etc
2.
Casegoods Furniture
Oil/
51f %
S
2.1
Casegoods Furniture
n//}'i(ONf}L
t? -T- .70
2 2
Casegoods Furniture
Syt/O,Z,QNf}
/ f--7 7&
2.3
Casegoods Furniture
DAgRAW
1IL7 7
3D-
3.
Seating
a�
q-7.
5
3.1
Seating
�E�jy��MIL
�L7o
aD—ss
3.2
Seating
�T(On/fF�
5- I 7o
1-2-1114— 41�5-
3.3
Seating
4.
Files, Filing Systems, Storage Cabinets and
Shelving01V
, /
4.1
Files, Filing Systems, Storage Cabinets and
Shelving
/✓t4VOIVA I-:5-"e
a�-N5-
4.2
Files, Filing Systems, Storage Cabinets and
Shelving
4.3
Files, Filing Systems, Storage Cabinets and
Shelving
5.
Folding Tables, Customer Chairs and other
Misc. Furniture
/� O ` /
1—j 'Y
J �o
5fL 97
c ilr
J_q:
5.1
Folding Tables, Customer Chairs and other
Misc. Furniture
a Le q/'l z
/�
o/
T !0
Sa�
5.2
Folding Tables, Customer Chairs and other
Misc. Furniture
�$C0
/a
2Q-
a
5.3
Folding Tables, Customer Chairs and other
Misc. Furniture
CORK F,(,G
(o
—Zo'h
To list additional manufacturers, please use Attachment A — Bid Form Extension Sheet.
The Price List and Manufacturer Furniture website must be attached and submitted with the bid.
N
DFRCE [ -E
Exceptions/items not covered from Manufacturer's Product Line
Additional Services Pricing
Minimum Percentage Discount for all other Manufacturers not s ecifically bid _L
Fuel Surcharge (attach summary if not Flat charge)$ Nja
Additional Charges and/or Exceptions
(Attach a separate summary sheet it necessary)
7551 ,yoTayaFF( ; 7He ni r q-ZuiyQtcK A ! S oi>77a,� CA AI A`So PU C445-f
TfRT
t �E(LnvL / 2CfF�Sc iVT/Lr4Ci fF /30TFE 4r<77ESOFFteZ- fSE e
Gf7zj oFl�ta400K �¢AffEfZf vG To TFFE TGIufSRNo Con/A(Ter/S OP SSE NTnk
•PRICE: F.O.B. Destination, Freight Pre -Paid and Allowed "Days After Receipt of Order (ARO)
Unless otherwise specified herein, the City may award the bid either item -by —item or on an all -or -none basis for any
Item or group of items shown on the bid.
The City or Lubbock is seeking a contract for Office Furniture with one or more contractors. In order to assure
adequate coverage, the City may make multiple awards, selecting multiple vendors to provide the products desired,
if multiple awards are in the best interest of the City. A decision to make a multiple award of this Bid, however, is an
option reserved by the City, based on the needs of the City.
PAYMENT TERMS AND DISCOUNTS - Bidder offers a prompt payment discount of O %, netP calendar days.
Discounts will not be considered in determining low bid. Unless otherwise indicated on the Bid Form, payment terms will
be NET THIRTY DAYS. The City will pay the successful bidder within thirty days after the receipt of a correct invoice or
after the date of acceptance, whichever event occurs later. Discounts for prompt payment requiring payment by the City
within a stipulated number of days will be interpreted as applying within the stipulated number of calendar days after the
date of receipt by the City of a correct invoice or after the dale of acceptance that meets contract requirements, whichever
event occurs later. Discounts for payment in less than ten days will not be considered.
MOST FAVOURED PRICING: The Bidder certifies that the price quoted is not in excess of the lowest price charged
anyone else, including its most favoured customer, for like quality and quantity of the products/services; does not include
an element of profit on the sale in excess of that normally obtained by the Bidder on the sale of products/services of like
quality and quantity; and does not include any provision for discounts to selling agents. If at any time during the contract
period, the supplier should sell or offer for sale to any other customer, an equal or less quantity of similar contract products
of like or better quality, at a lower net price(s) than provided herein, supplier agrees to notify the City and sell some
product(s) at the lower price(s) on all deliveries made during the period in which such lower price(s) is effective.
INTERLOCAL PURCHASING (optional): The City desires to make available to other local governmental entities of the
State of Texas, by mutual agreement with the successful bidder, and properly authorized interlocal purchasing agreements
as provided for by the Interlocal Cooperation Act (Chapter 791, Government Code), the right to purchase the same services,
at the prices quoted, for the period of this contract. Each bidder shall indicate on the Bid Form in the space provided below
if he/she will honor Political Subdivision orders in addition to orders from the City of Lubbock. Should these other
governmental entities decide to participate in this contract, would you (the bidder) agree that all terms, conditions,
specifications, and pricing would apply?
Other governmental entities that might have interests in this contract are Frenship Independent School District,
Lubbock Housing Authority, Lubbock County, Lubbock County Hospital District, Lubbock Independent School
District, South Plains Association of Governments, City of Texarkana, Texas Tech University, West Texas
Municipal Power Agency, Lynn County, and City of Wolforth.
YES < NO
• If you (the bidder) checked YES, the following will apply:
• Governmental entities utilizing Interlocal Agreements for Cooperative Purchasing with the City of Lubbock will
be eligible, but not obligated, to purchase materials/services under the contract(s) awarded as a result of this
solicitation. All purchases by governmental entities other than the City of Lubbock will be billed directly to that
governmental entity and paid by that governmental entity. City of Lubbock will not be responsible for another
governmental entity's debts. Each governmental entity will order their own materials/service as needed.
THIS BID IS SUBMITTED BY ()FFjCEW /iE a corporation organized under the laws of the State of
Tr—if14I , or a partnership consisting of or individual trading as
SE
of the City of
-rwze AkD 5aFp/ f
- 17 th 5T.
City: L-UO&Ci� State: —rK zip %'%y-al
Bidder acknowledges receipt of the following addenda:
Addenda No. Date
Addenda No. Date
Addenda No. Date
Addenda No. Date
M/WBE Firm:l
By C
who r..I Repre
Officer Name and T
Please Print
Business Telephone
E-mail Address:
taust sign by hand
IAj/tGy SAWJVAn EXEC"TIUF VP:q COB
SoG-766-8��� FAX: 8o6-7a- 88SIV-
eS>04;R'GC cv 1 Seco , co M
FOR CITY USE ONLY
Bid Form Item Numbers) Awarded to Above Named FimJlndividual:
Date of Award by City Council (for bids over S50,000): Date P.O./Contract Issued:
RETURN COMPLETED & SIGNED BID FORM ALONG WITH CITY OF LUBBOCK SPECIFICATIONS.
LABEL THE OUTSIDE OF YOUR SEALED BID WITH THE ITB NUMBER, THE CLOSING DATE AND
TIME, AND YOUR COMPANY NAME AND ADDRESS.
City of Lubbock, TX
o�PccFwls�
Bidders N'ulnc: ptEWlSE
BID FORM EXTENSION
ITB No. 16-12563-KK
ATTACHMENT A
I'PE�1
DESCRIPTION
MANUFACTURER
DISCOUNT OFF
PRICE LIST
DELIVERY
DAYS ARO**
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City of
.
eLubbock PURCHASE ORDER
TEXAS
TO: LANDSCAPE FORMS INC
431 LAWNDALE AVENUE
KALAMAZOO MI 49048 9543
Page - 1
Date - 3/27/2020
Order Number 10022952 000 OP
Branch/Plant 1611
Sl uh TO: CITY OF LUBBOCK
P O BOX 2000
LUBBOCK TX 79457
INVOICE TO: CITY OF LUBBOCK
ACCOUNTSPAYABLE
P.O. BOX 2000
LUBBOCK, TX 79457
Marta AI Director of Purchasing & Contract Management
Ordered 3/13/2020' Freight
Requested 4/13/2020 Taken By J MONTES
Delivery D CASTRO TXMAS-18-7801
Description/Supplier Item Ordered Unit Cost —UM Extension Request Date
Chipman Chair 31.000 431.0500 EA 13,362.55 4/13/2020
No Anns
Chipman Chair 30.000 497.0200 EA 14,910.60 4/13/2020
Stool, Bar Height
Chipman Table 7.000 1,126.0100 EA 7,882.07 4/13/2020
Round - 45 Dining Table
Chipman Table 13.000 932.4700 EA 12,122.11 4/13/2020
Round - 31 Table
Shipping & Handling 1.000 4,830.0000 EA 4,830.00 4/13/2020
Total Order
Terns NET 30 53,107.33
This purchase order encumbers funds for $53,107.33 awarded to Landscape Forms, Inc. of Kalamazoo, MI. The
following is incorporated into and made part of this purchase order by reference: TXMAS-18-7801 dated March
27, 2020 from Landscape Forms, Inc. of Kalamazoo, MI. Resolution # 2016-R0039
CITY OF
Daniel M. Pope,
ATTEST:
Q* &C ""- / G7
Rebecc Garza, City Secretary
Rev. 1/2020
Seller and Buyer agree as
follows:
PURCHASE ORDER
TERMS AND CONDITIONS
IMPORTANT: READ CAREFULLY
STANDARD TERMS AND CONDITIONS
CITY OF LUBBOCK, TX
I. 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 orderor purchase release number and the supply agreement number
ifapplicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number
of the container hearing 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 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 most fully comply
with all provisions of this contract as 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 time for performance has not yet expired, the Seller may reasonably notify Buyer
of his intention to care and may then make a conforming tender within the contract time but not afterward.
5. INVOICES & PAYMENTS. a S e I I e r 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 not be due until the above instruments are submitted after delivery.
6. GRATUITIES. The Buyer may, 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, 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 securing a contract 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.
8. 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 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 by 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 fide established
commercial or selling agencies maintained by the Seller for the purpose of securing business. For breach of
viciation 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 recoverthe 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 famished will
conform to the specification, drawings, and descriptions listed in the bid invitation, and to the sample(s) famished
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 date 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 tertination 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 be 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 good 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. NON APPROPRIATION. All funds for payment by the City under this contract are subject to the
availability of an annual appropriation for this purpose by the City. In the event of nonappropriation of funds
by the City Council of the City of Lubbock for the goods or services provided under the contract, the City will
terminate the contract, without termination charge or other liability, on the last day of the then -current fiscal
year or when the appropriation made for the then -current year for the goods or services covered by this contract
is spent, whichever event occurs first. If at any time funds are not appropriated for the continuance of this
contract, cancellation shall be accepted by the Seller on thirty (30) days prior written notice, but failure to give
such notice shall be of no effect and the City shall not be obligated under this contract beyond the date of
termination.
13. RIGHT OF INSPECTION. Buyer shall have the right to inspect the goods at delivery before accepting
them
14, 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 commis acts of bank- litcy. Such right of cancellation is in addition to and not in
lieu of any other remedies which Buyer may have in law or equity.
15. 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 "Notice 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 14, herein.
16. FORCE MAJEURE. 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
party whose performance is interfered with, and which by the exercise of reasonable diligence said party is
unable to prevent.
17. 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 Seller shall be wholly void and totally ineffective for all purpose unless made in conformity with
this paragraph.
I8. WAIVER. No claim or right arising out of a breach of this contract can be discharged in whole or in pan
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 for bids and
performance provided by Buyer in its advertisement for bids, and any other documents provided by
Seller as partof 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 terns 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.
20. APPLICABLE LAW. This agreement shall be governed by the Uniform Commercial Code. Whereever
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.
21. RIGHT TO ASSURANCE. Whenever one party to this contract in good faith has reason to question
the other patty's intent to perform he may demand that the other party give written assurance 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.
22. INDEMNIFICATION. 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 grouting 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 some Seller expressly understands and agrees that any bond required by this contract, or
otherwise provided by Seller, shall in no way limit the responsibility to indemnify, keep and save harmless
and defend the Buyer as herein provided.
23. 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 meet the time specifications of this agreement will cause Seller to
be in default of this agreement.
24. 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 not be discriminated against on the grounds of race, color,
sex or natural origin in consideration for an award.
25. NON -ARBITRATION. The City reserves the right to exercise any right or remedy to it by law, contract,
equity, or otherwise, including without limitation, the right to seek any and all forms of relief in a court of
competent jurisdiction. Further, the City shall not be subject to any arbitration process prior to exercising
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.
26. RIGHT TO AUDIT. At any time during the term 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 records 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 ofsuch overpayments within thirty (30) days of such
audit findings, or the City, at its option, reserves the right to deduct such amounts owing the City from any
payments due Contractor.
27. HOUSE BILL 2015. House Bill 2015, signed by the Governor on Jane 14, 2013 and effective on January
1, 2014, authorizes a penalty to be imposed on a person who contracts for certain services with a governmental
entity and who fails to properly classify their workers. This applies to subcontractors as wcell. Contractors and
subcontractors who fail to properly classify individuals performing work under a governmental contract will be
penalized $200 for each individual that has been misclassifted. (Texas Government Code Section 2155.001).
28. ASSIGNING OR SUBLETTING THE CONTRACT. The Contractor shall not assign or sublet the contract,
or any portion of the contract, without written consent from the Director of Purchasing and Contract
Management. Should consent be given, the Contractor shall insure the Subcontractor or shall provide proof on
insurance from the Subcontractor that complies with all contract Insurance requirements.
29. HOUSE BILL 1295 DISCLOSURE OF INTERESTED PARTIES. House Bill 1295, adopted by the 84th
Legislature, created §2252.908, Texas Government Code Section 2252.908 requires a business entity entering
into certain contracts with a governmental entity or state agency to file with the governmental entity or state
agency a disclosure of interested parties at the time the business entity submits the signed contract to the
governmental entity or state agency. Instructions for completing Form 1295 are available at:
hitpJ/wwwci.l ubbock.tx. us/departmental-websites/departments/aurchasine/vendor-information
30, CONTRACTOR ACKNOWLEDGES, by supplying any Goods or Services that the Contractor has read,
fully understands, and will be in full compliance with all terms and conditions and the descriptive material
contained herein and any additional associated documents and Amendments. The City disclaims any terms and
conditions provided by the Contractor unless agreed upon in writing by the parties. In the event of conflict
between these terms and conditions and any terms and conditions provided by the Contractor, the terms and
conditions provided herein shall prevail. The terns and conditions provided herein are the final terms agreed
upon by the parties, and any prior conflicting terms shall be of no force or effect.
31. HB 89 The Contractor warrants that it complies with Chapter 2270.001 of the Texas Government Code by
verifying that: (1) The Contractor does not boycott Israel; and(2) The Contractor will not boycott Israel
during the term of the Agreement.
32. The Contractor (i) does not engage in business with Iran, Sudan or any foreign terrorist organization and
(ii) it is not listed by the Texas Comptroller under Section 2252.153, Texas Government Code, as a
company known to have contracts with or provide supplies or services to a foreign terrorist organization.
33. TEXAS PUBLIC INFORMATION ACT. The requirements of Subchapter J, Chapter 552, Government
Code, may apply to this contract and the contractor or vendor agrees that the contract can be terminated if the
contractor or vendor knowingly or intentionally fails to comply with a requirement of that subchapter.
34. Pursuant to Section 552.234(c) of the Texas Government Code, the City of Lubbock has designated the
following email address for which public information requests may be made by an mauled request:
or/dlIlrylubbock. us. Please send this request to this email address for it to be processed.
REV. 12020