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HomeMy WebLinkAboutResolution - 2002-R0031 - Interlocal Purchase Agreement For Electoronic Equipment - HCOG - 01_23_2002Resolution No. 2002-R0031 January 23, 2002 Item No. 37 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the City Council of the City of Lubbock hereby ratifies the letter of December 19, 2001, directed to Motorola, Inc., expressing an intent to contract to purchase various electronic and high technology upgrade items for the Lubbock Police Department pursuant to the interlocal purchasing agreement between the City of Lubbock and the Houston -Galveston Area Council of Governments, a copy of which order and cover letter are attached hereto and made a part hereof as if fully copied herein in detail. Passed by the City Council this 23rd day of January , 2002. WiNDf S TON, MAYOR ATTEST: 4QQ-to '�C_n=r C, ��. b.— e A Rebecca Garza, City Secretary APPROVED AS TO CONTENT: Tom Mann, Assistant Police Chief APPROVED AS TO FORM: Vandiver, First Assistant City Attorney DDres/JointPurch.res January 9, 2002 December 19, 2001 Ms. Cindy Dunwoody-York Territory Manager Wireless Data Solutions Motorola, Inc. Resolution No. 2002-R0031 P.O. Box 2000 • 1625 13th Street • Lubbock, TX 79457 (806) 775-3002 * Fax: (806) 775-2051 Fax: 972-277-4681 The city of Lubbock has grant funds available for upgrades to the police system. We expect the city council to ratify our decision to proceed with an order for the attached list of equipment as needed from HGAC. Equipment and services will be clarified with a contract not to exceed the attached. The best way to handle this matter is for the council to ratify our action at the city council meeting on January 24, 2002 after which we will contact you for contract finalization and subsequent shipment of required equipment. If you have further questions please advise. Sincerely, Qebra Forte' Deputy City Manager Attachment: Motorola Proposal cc: Claude Jones Tom Mann DBF/erm Sheet4 Resolution No. 2002—R0031 MOTOROLA Date: Nov.18, 2001 Customer Connection Proposal 1307 E Algonquin Rd Schaumburg, IL 60196 Quote #: 083101CSCg1 Prepared By: Date Chapman Phone. 972-277-4616 Fax: CUSTOMER #: PREPARED FOR: Randy Wood Bill To COMPANY: Lubbock, City of Address: PHONE: 806-775-2992 FAX: W&775-33326 Equipment Details and Pricing AY, Model Description Unit Price Total Price MW620 20 F5205 MW520, PENTIUM 3, 50OMHZ W/6.0 GB HD $3,150.00 20 V140 ADD: 35W 80OMHZ POWER AMPLIFIER, MW $715.50 20 V311 ADD: COLOR DISPLAY, 10.4", VGA, 350 NIT $1,201.50 20 V558 ADD: 64 MB SDRAM, MW520 $0.00 20 V591 ADD: 4.5 FT (1.5M) DISPLAY- CPU CBI, M $58.50 20 V598 ENH: WIN98 OS, MW520, US W/IMAGE CD $175.50 20 V685 ADD: PRIVATE DATA TAC RADIO 80OMHZ $715.50 20 TDF6620 MOBILE ANTENNA 800 MHZ ROOF MT $45.90 20 DQSDIMW520KI SHORT TRANS HUMP PLATE $68.00 20 RLN4929 MW520 MOUNTING ASSEMBLY $312.80 20 HLN6015A TRUNINION/ HARDWARE $58.01 1 RVN4133 RSS VEHICL RADIO MODEM 500/600/ 650 $265.00 1 DSC4504AABA HP CDRW EXT.USB ONLY $285.00 TOTAL $130,574.20 6CA SCA4100 SIGNED ORD/ SERV CD SHIPPED SCA4105 PMDC SERVER INSTALLED SCA4115 FINAL ACCEPTANCE TOTAL $102,010.00 SERVICES Project management Technical Services Physical Installation Page 1 Sheet4 Training/ Documentation Freight TOTAL $223,933.80 HGAC 3% FEE QUOTE PAGE TOTAL $456,518.00 QUOTE TERMS AND CONDITIONS: 1. Quotes are exclusive of all installation and programming charges(unless expressly stated) and all applicable taxes. 2. Purchaser will be responsible for shipping costs, which will be added to the invoice. 3. Title will pass upon shipment, risk of loss will pass upon delivery to purchasers facility. 4. Ordered equipment may be returned for a full refund, less a 20% restocking fee, if the equipment is returned unused and undamaged in Its original packaging with in six months after shipment. 5. Prices quoted are valid for thlrty(30) days from the date of this quote. 6. Unless otherwise stated, payment will be due within ten days after invoice. 7. Motorola's standard equipment warranty( which will be furnished upon request) applies to all ordered equipment MOTOROLA DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE ORDERED PRODUCTS, EXPRESS OR IMPLIED INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 8. MOTOROLA'S TOTAL LIABILITY ARISING FROM THE ORDERED PRODUCTS WILL BE LIMITTED TO THE PURCHASE PRICE OF THE PRODUCTS WITH RESPECT TO WHICH LOSSES OR DAMAGES ARE CLAIMED. IN NO EVENT WILL MOTOROLA BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. 9. These terms will prevail over any inconsistent or additional terms on any purchase order submitted by the purchaser. Page 2 City of Lubbock PURCHASE ORDER TO: HOUSTON GALVESTON AREA COUNCIL 3555 TIMMONS SUITE 500 HOUSTON TX 77027 Resolution No. Page Date Order No. Brn/Plt SHIP TO: CITY OF LUBBOCK RADIO REPAIR SHOP 302/304 MUNICIPAL DR LUBBOCK TX 79403 ------------------------------------------------------------------ Ordered - 07/23/02 Freight - FOB Destination Frt Prepaid Requested - 09/20/02 Placed By - RANDY WOOD Special Ins PER CHRIS POWE RES#2002 R0031 Description / Supplier Item Ordered F205 MW520Pentium3,W/20.Ogb 20.000 ALL ITEM ARE ON QUOTE jf071202g5 dated Account Mannager Dale Chapman V691 Win2000 OS W/Image CD 20.000 V662 128 MB SDRAM 20.000 V577 1200NIT Std. Touch Scr 20.000 V591 4.5 ft Display-Cpu Cbl 20.000 V687 Keyboard Backlight 20.000 VA00022 70OMHz Processor 20.000 V683 Data Tac 35W 800 MHz 20.000 DSDPNUSB001 USB Floppy Driv 20.000 DSC4504AABA HP CDRW Ext dri 2.000 1 HLN6015A Trunnion/Hardware 20.000 RLN4929 Mounting Hardware 20.000 SCA 4020 TX MESSENGER 20.000 ZA00108AA FLASH CARD OPT 2.000 HGAC 1.55% FEE 1.000 2002-R0031 - 1 7/23/02 227681-000 OP 3511 UM Unit Cost UM Extension Req. Dt EA 2,970.0000 EA 59,400.00 09/20/02 7/12/02 by Motorola EA 175.5000 EA 3,510.00 09/20/02 EA .0000 EA 09/20/02 EA 1,795.5000 EA 35,910.00 09/20/02 EA 58.5000 EA 1,170.00 09/20/02 EA 310.5000 EA 6,210.00 09/20/02 EA .0000 EA 09/20/02 EA 1,341.0000 EA 26,820.00 09/20/02 EA 81.6000 EA 1,632.00 09/20/02 EA 285.0000 EA 570.00 09/20/02 EA 58.0100 EA 1,160.20 09/20/02 EA 312.8000 EA 6,256.00 09/20/02 EA 400.0000 EA 8,000.00 09/20/02 EA .0000 EA 09/20/02 EA 2,334.8900 EA 2,334.89 09/20/02 This purchase order encumbers funds in the amount of $152,973.09 for a bid awarded to Houston -Galveston Area Council of Houston, Texas on January 9, 2002 accordance wit esolution No. 2002-R0031. The following are incorporated into and made part of this purchase order by letter of ratification of Resolution NoJ1002-R0031. CITY OF LUB K ATTES 6) r�l Marc cDougal, Mayor Rebecca Garza, City Secretary AaW ODD AS TOM: (,—) 1 Total Order ------------------------------------------------------------------------------------- Terms NET 30 152,973.09 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. Sella will package goods in accordance with good commercial practice. Each shipping container shall be clearly and pern=enty marked as follows (a) Seller's nano and address, (b) Consignee's cum, address and purchase order or purchase release number and the supply agreement number Vapplicable, (e) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing slip. Seller shall bear cost orpackagiag unless otherwise provided. Goods &lull be suitably picked to serve lowest transportation costs and to conform with requ'metneau of common carriers and any applicable specifications. Buyer's count or weight shall be final and conclusive on shipmtnts 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 pus 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 ofthis contract its to time of delivery, quality and the ile. If a tender is trade whirls does not fully conform, this shall constitute a breach and Sella 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 contract 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 rrciVlht w,,:,iii 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 ofentertainmcnt 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 nuking ofany 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. Z SPECIAL TOOLS & TEST EQUIPMENT. If the price stated on the face hereof includes the cost ofany special tooling or special test equipment fabricated or required by Sellcr 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 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 tic 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 orselling agencies maintained by the Seller for the purpose of securing business. For breach of vitiation ofthis warranty the Buyer shall have the right in addition to any other sight ofrights 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 etch commission, percentage, brokerage or contingent fee. 9. WARRANTY -PRODUCT. Seller shall not limit or exclude any implied warranties and any attempt to do ro shall render this contra voidable at the option ofthe Buyer. Seller warrants that the goods furnished wilt contort to the specification, drawings, and descriptions listed in the bid imitation, and to the sample(s) furnished by the Seller, if any. In the event ofa conflict or between the specifications. drawings, and descriptions, the specifications shall govtm. Notwithstanding any provisions contained in the contractual agreemtert, the Seller represents and warns 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 ttatdware, software and firmware products delivered and services provided under this Contract, individually or in combination. as the case may be from the effective date ofthis Contras. Also, the Seller warrants the ycu2000 calculations we'll be recognized and accommodated and will not, in any way. result in hardware, softwsm or firmware failure. The City of Lubbock, at its sole option, may require the Seller, at any time, to demonstrate the procedures it intends to follow in order to comply with all the obligations contained herein. 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, army result in the City of Lubbock availing itself of any of its rights under the law and seder this Contract including, but not limited to, its tight 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 diselaimdx of warranty, implied or expressed, or Iimftaron 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. J0. SAFETY WARRANTY. Seller warrants that the product sold to the Buyer shall conform to the standards promulgated by the U. S. Deparuneat of Labor under the Occupational Safety and Halts Act of 1970. In the event the product does not conform to OSHA standards, Buyer may return the product for correction or replacement &I 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" 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 ofany third person byway 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 hue will result he will notify the Buyer to this effect in writing within two weeks after the signing ofthis 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. RIGHT 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 part oftbe undelivered portion of this order if Seller breaches any of the terms bereof including warranties of Seller or if the Seller becomes insolvent or commits acts ofbankruptcy. Such right of cancellation is in addition to and not in lieu ofany other remedies which Buyer may have in law or equity. 14. TERMINATION. The performance ofwork under this order tray 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" speeifying 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 Buycr set forth in Clause 13. herein. 15. FORCE MAIEURE. Neither party shall be held responsible for losses, resulting tribe fulfillment ofany terms of provisions ofthis 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 parry is unable to prevent 16. ASSIGNMENT -DELEGATION. No right or interest in this contract shall be assigned or delegation ofany 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 nude in conformity with this paragraph. 17. WAIVER. No claim or right arising out of a breach ofthis contract can be dudurged in whole or in part 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. 18. INTERPRETATION -PAROLE EVIDENCE. This writing, plus any specifications forbids and perfotmtance provided by Buyer in its advertisement for bids, and any other documents provided by Seller as part of his bid, is intended by the panics as a final expression of their agreement and intended also as a complete and exclusive statement of the terms oftheir 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. 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 parry'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 parry may treat this failure as an anticipatory repudiation of the contract 21. 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 granting ofthis Contract or which may anywise sesult therefrom, whether or not it shall be alleged or determined that the ad was caused through negligenceor 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 ofamomeys and all costs and other expenses arising therefrom of incurred in connection therewith, and, if any judgment shall be tendered against the Buyer in any such action. the Seller shall, at its own expenses, satisfy and d'uchuge the saute 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 22. TiME. It is hereby expressly agreed and mmdestood that time is of the essence for the performance of this contract, and failuro by contract to meet the time specifications ofthis agreement will cause Seller to be in default ofthis 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 not be discriminated against on the grounds of race, color, sex or natural origin in consideration for an award. G.PURCN/TERMCOND.DOC CITY OF LUBBOCK MEMO TO: Bob Cass, City Manager FROM: Claude Jones, Interim Chief of Police SUBJECT: Agenda Comments - January 24, 2001 Council Meeting DATE: January 15, 2002 ITEM # / SUMMARY # Consider a resolution authorizing the Mayor to ratify a letter directed to Motorola, INC., demonstrating intent to pursue a contract to purchase Mobile Data Computer equipment for the Police Mobile Data system pursuant to the interlocal purchasing agreement between the City of Lubbock and the Houston - Galveston Council of Governments (HGAC). BACKGROUND / DISCUSSION The current Police Mobile Data system is limited to text -based mobile terminals for inquiry, dispatch, and messaging. This upgrade will provide rugged laptop computers capable of mugshot imaging and graphics as well as all the current applications. Also, this upgrade is the first phase in the process to apply field laptop reporting procedures and is necessary to accomplish that goal. Ratifying this letter does not require the City of Lubbock to purchase anything. The letter simply commits Motorola to pricing. In addition, Motorola will provide three more laptop computers in this upgrade package, at no cost. The City of Lubbock has grant funds available to purchase this equipment. The computer equipment is available trough the HGAC purchase process. Ratifying this letter will allow the City to proceed with any subsequent contract finalization. The letter and pricing acquired form Motorola accompanies this memorandum. RECOMMENDATION The Lubbock Police Department recommends ratifying this letter. Y ° City of Lubbock PURCHASE ORDER Cr 1� TO: HOUSTON GALVESTON AREA COUNCIL 3555 TIMMONS LN STE 120 HOUSTON TX 77027 6478 Resolution No. 2002-R0031 Page - 1 Date - 11/14/02 Order No. - 234023-000 OP Brn/Plt - 3511 SHIP TO: CITY OF LUBBOCK RADIO REPAIR SHOP 302/304 MUNICIPAL DR LUBBOCK TX 79403 ------------------------------------------------- --- ---- Ordered - 11/14/02 Freight - FOB Destination Frt Prepaid Requested - 11/29/02 Placed By - RANDY WOOD Special Ins PER CPOWE & jMORRISON REQ#22774 Description / Supplier Item Ordered UM Unit Cost UM Extension Req. Dt F5205 MW520 PEN3 W20.GB HD 38.000 EA 2,640.0000 EA 100,320.00 11/29/02 V691 Win2000 OS W/Image CD 38.000 EA 156.0000 EA 5,928.00 11/29/02 V577 SVGA 1200NIT Std Touch 38.000 EA 1,596.0000 EA 60,648.00 11/29/02 V662 128 MB SDRAM 38.000 EA .0000 EA 11/29/02 V591 4.5'disply-cpu cbl 38.000 EA 52.0000 EA 1,976.00 11/29/02 V687 Keyboard,Backlit 38.000 EA 276.0000 EA 10,488.00 11/29/02 VA00022 700MHz Processor 38.000 EA .0000 EA 11/29/02 V683 Pvt DATATAC 35W 800MHz 40.000 EA 1,132.4000 EA 45,296.00 11/29/02 DSDPNUSB001 USB FLOPPY DR. 38.000 EA 81.6000 EA 3,100.80 11/29/02 RLN4929 MOUNTING ASSM. 38.000 EA 312.8000 EA 11,886.40 11/29/02 HLN6015A TRUNION/HARDWARE 38.000 EA 58.0100 EA 2,204.38 11/29/02 SCA4020 TX MESSENGER 38.000 EA 400.0000 EA 15,200.00 11/29/02 ZA00108AA CD ROM MEDIA 38.000 EA .0000 EA 11/29/02 HGAC fee 1.000 EA 4,070.1400 EA 4,070.14 11/14/02 This purchase order encumbers funds in the amount of $261,117.72 for a bid awarded to Houston -Galveston Area Council of Houston, Texas. These items are included with the intent to contract ^v�ari s electronic and high technology upgrades for the Lubbock Police Department through HGAC. See Resolution No. 2002-R0031 on Japugry 33!2. CITY OF LUBBOCK / ATTEST: szu_v_� � ��� , Marc McDouq , M yor ✓ TRebecca Garza, City Secretary APPROV D AS TO FORM: William de Haas, Contract Manager/Attorney Total Order Terms NET 30 261,117.72 1000250 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 10. SAFETY WARRANTY. Seiler warrants that the product sold to the Buyer shall conform to commercial practice. Each shipping container shall be clearly and permanently marked as the standards promulgated by the U. S. Department of Labor under the Occupational Safety follows (a) Seller's name and address, (b) Consignee's name, address and purchase order or and Health Act of 1970. In the event the product does not conform to OSHA standards, Buyer purchase release number and the supply agreement number if applicable, (c) Container number may return the product for correction or replacement at the Seller's expense. In the event and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container Seller fails to make the appropriate correction within a reasonable time, correction made by bearing the packing slip. Seller shall bear cost of packaging unless otherwise provided. Goods Buyer will be at the Seller's expense. shall be suitably packed to secure lowest transportation costs and to conform with 11. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As part of this contract for requirements of common carriers and any applicable specifications. Buyer's count or weight sale Seller agrees to ascertain whether goods manufactured in accordance with the shall be final and conclusive on shipments not accompanied by packing lists. specifications attached to this agreement will give rise to the rightful claim of any third person 2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not authorized to ship the byway of infringement of the like. Buyer makes no warranty that the production of goods goods under reservation and no tender of a bill of lading will operate as a tender of goods. according to the specification will not give rise to such a claim, and in no event shall Buyer be 3. TITLE AND RISK OF LOSS. The title and risk of loss of the goods shall not pass to Buyer liable to Seller for indemnification in the event that Seller is sued on the grounds of until Buyer actually receives and takes possession of the goods at the point or points of infringement of the like, If Seller is of the opinion that aninfringement or the like will result, delivery. 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 4. NO REPLACEMENT OF DEFECTIVE TENDER. Every tender of delivery of goods must infringement or the like, Seller will save Buyer harmless. If Seller in good faith ascertains the fully comply with all provisions of this contracras to time of delivery, quality and the like. If a production of the goods in accordance with file specifications will result in infringement or the tender is trade which does not fully conform,. this shall constitute a breach and Seller shall not like, the contract shall be null and void. 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 12. RIGHT OF INSPECTION. Buyer shall have the right to inspect the goods at delivery before make a conforming tender within the contract time but not afterward. accepting them. 5. INVOICES & PAYMENTS. 13. CANCELLATION. Buyer shall have the right to cancel for default all or any part of the a Seller shall submit separate invoices, in duplicate, one each purchase order or purchase undelivered portion of this order if Seller breaches any of the terms hereof including warranties release after each delivery. Invoices shall indicate the purchase order or purchase release of Seller or if the Seller becomes insolvent or commits acts of bankruptcy. Such right of number and the supply agreement number if applicable. Invoices shall be itemized and cancellation is in addition to and not in lieu of any other remedies which Buyer may have in transportation charges, if any, shall be listed separately. A copy of the bill of lading, and the lam' or equity. freight waybill when applicable, should be attached to the invoice. Mail To: Accounts 14. TERMINATION. The performance of work under this order may be terminated in whole, or in Payable, City of Lubbock, P. O. Box 2000, Lubbock, Texas 79457. Payment shall not be due part by the Buyer in accordance with this provision. Termination of work hereunder shall be until the above instruments are submitted after delivery. effected by the delivery of the Seller of a "Notice of Termination" specifying the extent to 6. GRATUITIES. The Buyer may, by written notice to the Seller, cancel this contract without which performance of work under the order is terminated and the date upon which such liability to Seller if it is determined by Buyer that gratuities, in the form of entertainment, gifts termination becomes effective. Such right or termination is in addition to and not in lieu of the or otherwise, were offered or given by the Seller, or any agent or representative of the Seller, rights of Buyer set forth in Clause 13, herein. to any officer or employee of the City of Lubbock with a view to securing a contract or 15. FORCE MAIEURE. Neither party shall be held responsible for losses, resulting if the securing favorable treatment with respect to the awarding or amending, or the making of any fulfillment of any terms of provisions of this contract is delayed or prevented by any cause not determinations with respect to the performing of such a contract. In the event this contract is within the control of the party whose performance is interfered with, and which by the exercise canceled by Buyer pursuant to this provision, Buyer shall be entitled, in addition to any other of reasonable diligence said party is unable to prevent. rights and remedies, to recover or withhold the amount of the cost incurred by Seller in 16. ASSIGNMENT -DELEGATION. No right or interest in this contract shall be assigned or providing such gratuities. delegation of any obligation made by Seller without the written permission of the Buyer. Any 7. SPECIAL TOOLS & TEST EQUIPMENT. If the price stated on the face hereof includes the attempted assignment or delegation by Seller shall be wholly void and totally ineffective for all cost of any special tooling or special test equipment fabricated or required by Seller for the purpose unless made in conformity with this paragraph. purpose of filling this order, such special tooling equipment and any process sheets related 17. WAIVER. No claim or right arising out of a breach of this contract can be discharged in whole thereto shall become the property of the Buyer and to the extent feasible shall be identified by or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is the Seller as such, supported by consideration and is in writing signed by the aggrieved party. 8. WARRANTY -PRICE, 18. INTERPRETATION -PAROLE EVIDENCE. This writing, plus any specifications for bids and a The price to be paid by the Buyer shall be that contained in Seller's bid which Seller performance provided by Buyer in its advertisement for bids, and any other documents warrants to be no higher than Seller's current process on orders by others for products of the provided by Seller as part of bis bid, is intended by the parties as a final expression of their kind and specification covered by this agreement for similar quantities under similar of like agreement and intended also as a complete and exclusive statement of the terms of their conditions and methods of purchase. In the event Seller breaches this warranty, the prices of agreement. Whenever a terns defined by the Uniform Commercial Code is used in this the items shall be reduced to the Seller's current prices on orders by others, or in the agreement, the definition contained in the Code is to control, alternative. Buyer may cancel this contract without liability to Seller for breach or Seller's actual expense- 19. APPLICABLE LAW. This agreement shall be governed by the Uniform Commercial Code. b. The Seller warrants that no person or selling agency has been employed or retained to Where ever the term "Uniform Commercial Code" is used, it shall be construed as meaning the solicit or secure this contract upon an agreement or understanding for commission, percentage, Uniform Commercial Code as adopted in the State of Texas as effective and in force on the brokerage, or contingent fee excepting bona fide employees of bona fide established date of this agreement. commercial or selling agencies maintained by the Seller for the purpose of securing business. 20. RIGHT TO ASSURANCE. Whenever one party to this contract in good faith has reason to For breach of vitiation of this warranty the Buyer shall have the right in addition to any other question the other party's intent to perform he may demand that the other party give written right of rights to cancel this contract without liability and to deduct from the contract price, or assurance of his intent to perform. In the event that a demand is made and no assurance is otherwise recover without liability and to deduct from the contract price, or otherwise recover given within five (5) days, the demanding party may treat this failure as an anticipatory the full amount of such commission, percentage, brokerage or contingent fee. repudiation of the contract. 9. WARRANTY -PRODUCT. Seller shall not limit or exclude any implied warranties and any 21. INDEMNIFICATION. Seller shall indemnify, keep and save harmless the Buyer, its agents, attempt to do so shall render this contract voidable at the option of the Buyer. Seller warrants officials and employees, against all injuries, deaths, loss, damages, claims, patent claims, suits, that the goods furnished will conform to the specification, drawings, and descriptions listed in liabilities, judgments, costs and expenses, which may in anywise accrue against the Buyer in the bid invitation, and to the sample(s) furnished by the Seller, if any. In the event of a conflict consequence of the granting of this Contract or which may anywise result therefrom, whether or between the specifications, drawings, and descriptions, the specifications shall govern. or not it shall be alleged or determined that the act was caused through negligence or omission Notwithstanding any provisions contained in the contractual agreement, the Seller represents of the Seller or its employees, or of the subSeller or assignee or its employees, if any, and the and wan -ants fault -free performance and fault -free result in the processing date and date related Seller shall, at his own expense, appear, defend and pay all charges of attorneys and all costs data (including, but not limited to calculating, comparing and sequencing) of all hardware, and other expenses arising therefrom of incurred in connection therewith, and, if any judgment software and firmware products delivered and services provided under this Contract, shall be rendered against the Buyer in any such action, the Seller shall, at its own expenses, individually or in combination, as the case may be from the effective date of this Contract. satisfy and discharge the same Seller expressly understands and agrees that any bond required Also, the Seller warrants the year2000 calculations will be recognized and accommodated and by this contract, or otherwise provided by Seller, shall in no way limit the responsibility to will not, in any way, result in hardware, software or firmware failure. The City of Lubbock, at indemnify, keep and save harmless and defend the Buyer as herein provided. its sole option, may require the Seller, at any time, to demonstrate the procedures it intends to follow in order to comply with all the obligations contained herein The obligations contained 22. TIME. It is hereby expressly agreed and understood that time is of the essence for the herein apply to products and services provided by the Seller, its sub -Seller or any third parry performance of this contract, and failure by contract to meet the time specifications of this involved in the creation or development of the products and services to be delivered to the City agreement will cause Seller to be in default of this agreement. of Lubbock under this Contract. Failure to comply with any of the obligations contained 23. MBE. The City of Lubbock hereby notifies all bidders that in regard to any contract entered herein, may result in the City of Lubbock availing itself of any of its rights under the law and into pursuant to this request, minority and women business enterprises will be afforded equal under this Contract including, but not limited to, its right pertaining to termination or default. opportunities to submit bids in response to this invitation and will not be discng # i d against The warranties contained herein are separate and discrete from any other warranties specified on the grounds of race, color, sex or natural origin in consideration for an award. '' 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. 1000250 T Y City of Lubbock PURCHASE ORDER T0: r HOUSTON GALVESTON AREA COUNCIL 3555 TIMMONS LN STE 120 HOUSTON TX 77027 6478 Resolution No. 2002-R0031 Page - 1 Date - 8/27/03 Order No. - 247933-000 OP Brn/P1t - 3511 SHIP TO: CITY OF LUBBOCK RADIO REPAIR SHOP 302/304 MUNICIPAL DR LUBBOCK TX 79403 Ordered - 08/27/03 Freight FOB Destination Frt Prepaid Requested - 09/12/03 Placed By - RANDY WOOD Special Ins PER CPOWE & JMORRISON REQ#23901 Description / Supplier Item Ordered UM Unit Cost UM Extension Req. Dt MW800 PEN4 W/20GB HD 37.000 EA 2,430.0000 EA 89,910.00 09/12/03 V691 ENH WIN2000 OS 37.000 EA 225.0000 EA 8,325.00 09/12/03 VA00041AA 256MB SDRAM _ 37.000 EA .0000 EA 09/12/03 VA00044AA 12. XGA 1200 DSPL 37.000 EA 2,515.5000 EA 93,073.50 09/12/03 V591 4.5FT DSPLY-CPU CBL 37.000 EA 58.5000 EA 2,164.50 09/12/03 VA00057 PVT DATATAC 35W MOD 37.000 EA 1,341.0000 EA 49,617.00 09/12/03 VA00045AA BACKLIT KBD USB 37.000 EA 220.5000 EA 8,158.50 09/12/03 DSS18400 TELESCOPIC MTG 37.000 EA 405.0000 EA 14,985.00 09/12/03 DSSD1720421 TUNNEL PLATE 37.000 EA 86.4000 EA 3,196.80 09/12/03 SCA0020 TX MESSENGER 37.000 EA 610.0000 EA 22,570.00 09/12/03 ZA00108AA CD ROM MEDIA 37.000 EA .0000 EA 09/12/03 HGAC FEES 1.5% OF TOTAL 1.000 EA 4,380.0000 EA 4,380.00 09/12/03 This purchase order encumbers funds in the amount of $296,380.30 for a bid awarded to Houston -Galveston Area Council of Houston, Texas. These items are included with the intent to contract various electronic and high technology upgrades for the Lubbock Police Department through HGAC. See Resolution No.. 2002-R0031 on January 23, 2002. - - -- CITY OF LUBB AT TE T: Marc Mc ougal, Rebecca Garza, City Secretary APPROVED AS TO FORM: Attomey� . /1-1, /1-11 - Total Order ------------------------------------------------------------------------*--------- Terms NET 30 296,380.30 1000250 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 (a) Seller's name and address, (b) Consignee's name, address and purchase order or purchase release number and the supply agreement number if applicable, (c) 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 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 contract as to time of delivery, quality and the like. If a tender is trade which does not fully conform, this shall constitute a breach and Seller shall not have the right to substitute a conforming tender, provided, when 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 contract 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. 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 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 [Waking 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 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 sarnple(s) 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 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. Also, the Seller warrants the year2000 calculations will be recognized and accommodated and will not, in any way, result in hardware, software or firmware failure. The City of Lubbock, at its sole option, may require the Seller, at any time, to demonstrate the procedures it intends to follow in order to comply with all the obligations contained herein. 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 bdelivered 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 tennination 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. 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 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 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 tennination 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 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. 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 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 ran be discharged in whole or in part 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. 18. 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 part of his bid, is intended by the parties as a final expression of their agreement and intended also as a complete and exclusive statement of the terms of their agreement. 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. Where ever the tern "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 event that a demand is trade 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 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 limit 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 meet 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 invitation and will not be discriminated against on the grounds of race, color, sex or natural origin in consideration for an award. 1000250 "Hood - Re: Fwd: Req approval Page 1 From: Victor Kilman To: Randy Wood Date: 11/13/02 5:10PM Subject: Re: Fwd: Req approval The purchase of this equipment was approved by Council in January. Don was saying we didn't need to take it back to Council. We need to send the PO up to the Mayor for signature as before. >>> Randy Wood 11/13/02 4:18:52 PM >>> Victor, The last time we purchased the Motorola MW520's it was covered under resolution no. 2002-R0031 and didn't have to go to council. Don Vandiver made that decision last time because Bill deHaas was out of town. Will the purchase of 38 more have to be approved by council or can we send a PO up to the Mayor for a signature like we did last time? Thanks Randy CC: Ron Shuffield f Y t o City of Lubbock PURCHASE ORDER �� 11 TO: HOUSTON GALVESTON AREA COUNCIL 3555 TIMMONS LN STE 120 HOUSTON TX 77027 6478 Resolution. No. 2002—R0031 Page - 1 Date - 2/05/04 Order No. - 255270-000 OP Brn/Plt 3511 SHIP TO: CITY OF LUBBOCK RADIO REPAIR SHOP 302/304 MUNICIPAL DR LUBBOCK TX 79403 ----------------------------------------------------------------- ------ -------- Ordered - 02/05/04 Freight - FOB Destination Frt Prepaid Requested - 02/26/04 Placed By - RANDY WOOD Special Ins PER CPOWE & JMORRISON REQ#24418 Description / Supplier Item Ordered UM Unit Cost UM Extension Req. Dt F5206 MW800 PENT4 W/20GB HD 71.000 EA 2,430.0000 EA 172,530.00 02/26/04 V691 WIN2000 W/IMAGE CD 71.000 EA 225.0000 EA 15,975.00 02/26/04 VA00041AA ADD 256MB SDRAM 71.000 EA .0000 EA 02/26/04 VA00044AA 12.1XGA 1200 NITW 71.000 EA 2,515.5000 EA 178,600.50 02/26/04 V591 4.5 FT. CPU DSPLY CA. 71.000 EA 58.5000 EA 4,153.50 02/26/04 VA00057 PVT DATATAC 35W 800 71.000 EA 1,341.0000 EA 95,211.00 02/26/04 VA00045AA BKLGHT KYBD USB 71.000 EA 220.5000 EA 15,655.50 02/26/04 DSS18400 TELESCOPIC MT 71.000 EA 405.0000 EA 28,755.00 02/26/04 DSSD1720421 TUNNEL PLATE 71.000 EA 86.4000 EA 6,134.40 02/26/04 1.5% HGAC FEES 1.000 EA 7,755.2200 EA 7,755.22 02/26/04 This purchase order encumbers funds in the amount of $524,770.12 for a bid awarded to Houston -Galveston Area Council of Houston, Texas, These items are included with intent to contract various electronic and high technology upgrades for the Lubbock Police Department through HGAC. See Resolution No. 20 -110031 on Janua 2002. CITY OF L ATTEST: Marc KVD,6ugal,M ebe a Garza, ity Secretary APPROVED AS R��'�� Attom` P e�� Jr, Total Order ------------------------------------------------------------------------------------- Terms NET 30 524,770.12 100a25D 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 (a) Seller's name and address, (b) Consignee's name, address and purchase order or purchase release number and the supply agreement number if applicable, (c) 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 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 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 cure and may then make a conforming tender within the contract 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. 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 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 violation 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 famished will conform to the specification, drawings, and descriptions listed in the bid invitation, and to the sample(s) 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 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. Also, the Seller warrants the year2000 calculations will be recognized and accommodated and will not, in any way, result in hardware; software or firmware failure. The City of Lubbock, at its sole option, may require the Seller, at any time, to demonstrate the procedures it intends to follow in order to comply with all the'obligations contained herein. '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 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. 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 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 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 tennination 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 losses, resulting if the fulfillment of any terns 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 pemdssiori 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. 17. WAIVER. No claim or right arising out of a breach of this contract can be discharged in whole or in part 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. 18. 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 part of his bid, is intended by the parties as a final expression of their agreement and intended also as a complete and exclusive statement of the terms of their agreement. Whenever a tern 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. Where ever the tern "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 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 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 limit 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 meet 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 invitation and will not be discriminated against on the grounds of race, color, sex or natural origin in consideration for an award. 1000250