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HomeMy WebLinkAboutResolution - 2012-R0209 - PO - Sam Pack's Five Star Ford - Suvs - 05/30/2012Resolution No. 2012-RO209 May 30, 2012 Item No. 5.27 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock, Purchase Order No. 31010219 for the purchase of sport utility vehicles as per TPASS Contract No. 072-A1, by and between the City of Lubbock and Sam Pack's Five Star Ford of Carrollton, Texas, and related documents. Said Purchase Order is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council.. Passed by the City Council on May 30, 2012 TTEST: IRebedca Garza, City 'ED AS TO C Snider, Assistant City Manager nunity Services AS TO FORM: Weaver, Assistant City Attorney ccdocslRES.Sam Pack's-PurchascOrd y 2, 2012 TSON, MAYOR Uniform Fac"Ie Signature of Public officials Act, Ch. 618, Tx Govt Code city of I u b�©+C� T E X A 5 FO: PURCHASE ORDER SAM PACK'S FIVE STAR FORD P O BOX 110098 CARROLLTON Texas 75011-0098 SHIP TO: f,,NVOICE TO: CITY OF LUBBOCK ACCOUNTS PAYABLE P.O. BOX 2006 LL BBOCK. TX 79457 BY: Page - I Date - 05/14/2012 Order Number 31010219 000 OP Branch/Plant 3526 CITY OF LUBBOCK FLEET SERVICES 206 MUNICIPAL DRIVE LUBBOCK Texas 79403 Ordered 04/27/2012 Freight Requested 07/17/2012 Taken By C ISAACS Delivery PER PORRAS J REQ 38753 TPASS CONTRACT NO. 072-A1 Description/Supplier Item Ordered Unit Cost UM Extension Request Date 2013 Ford Explorer 2.000 21,893.4400 EA 43,786.88 07/17/2012 Spec No. 1610 Total Order Teens NET 25 EOM 43,786.88 This purchase order encumbers funds in the amount of $43,786.88 awarded to Sam Pack's Five Star Ford of Carrollton, TX, on May 30, 2012. The following is incorporated into and made part of this purchase order by reference: Price quotation dated April 14, 2012 fSam Pack's Five Star Ford of Carrollton, TX and TPASS Contract No. 072-A1. Resolution# A 7 _ ..../,l /2012—RO209 CITY OF Glen Rd6erlSon, Mayor Utriform Facsimile Signature of Public Officials Act, Ch. 618, Tx Gov't Code ATTEST: Rebecca arza, City Secretary TERNIS 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 goads in accordance with good commercial practice. Fach shipptng conuiner .hall he clearly std permanently marked as follows (a) Seller's name and address. Ib) 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. boa I of 4 boxes, and id) the number of the container bearing the packing slip. Seller shall bear cost of packaging unless other* ise provided. Goode shall be suitably pecked to secure lowest transportation costs and to conform with requirements of common carriers and any applicable specitrcaiion. Buyer's count or weight shall he final and conclusive on shipments not accompanied by packing lista. 2. SHIPMENT UNDER RESERVATION PROIIIBITED. Selkr is not authorimd in ship the goods under resmsuon and no tender of a bili of lading will operate as a tender of goods. 3. TITLE AND RISK OF LOSS. The title and risk of foss 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 ail provisions of this contract as to time of delivery, quality and the like. I f ■ tender is mule which does not fully conform this shall constitute a breach and Seller shall not have rhe 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 little but Oat afterward. S. 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 itemioed 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 .1000. Lubbock, Texas 79437. 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 err given by the Seller, at 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 shsll be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cast 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 hid 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 quamiues under similar of like conditions and methods of purchase. In the event Seller breaches this warranty, the prices of the iters shall be reduced to the Seller's current prices on Orden 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 m understanding for commission, percentage, brokerage, or contingent fee excepting bents ride employees of bona fide established commercial ser soiling agencies maintained by the Seller for dee 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 con[nct price, or otherwise recover the Rol amount of such commission, percentage. brokerage or contingent fee. 9. WARRANTY -PRODUCT, Seller shall not limit of exclude any implied warranties and any attempt to do so shall render this contrail 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 ssmplefs) furnished by the Seller, if any. In the event of a conflict or between the vpeciftcatiwts, drawings, and descriptions, the speetrications shall govem. 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 no limited to calculating, competing 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 taste 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 Co ntrecL 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 add under this Contract including, but not limited to, its right pertaining to termination or defoult. The warranties contained herem are separate and discrete from any Other warranties specified in this Canonici. and art 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 schedulea, its annexes or any document incorporated in this Contract by reference. 10. SAFETY WARRANTY, Seller warrants that die product sold to the Buyer shall conform to the sundatds pronulgaied by the U. S. Department of Labor under the Occupational Safety and I leafth Act of 1970. In the event the product don not conform to OSIIA standards, Buyer may return the product for correction or replacement at the Seller's expense. In the event Seller falls to snake the appropriate connection within a reasonable tame, correction me& by Buyer will be at the Selkr't expense. i I 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 pervert by way of infringement of the like. Buyer makes no warranty that the production of goods according to the spectFicadon will not give rise to such a claim, and in no event shall Buyer be liable to Seiler for indemnification in the event that Seller is sired on the grounds of infringement of the like. If Seiler is of the opinion that an inftingement or the like will result, he will notify the Buyer to this effect in writing within LwO 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, tate 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 pan of the undelivered portion of this order if Seiler breaches any of the terms hereof including warranties Of Seller ser if the Seller becomes insolvent oc commits acts of bankruptcy. Such right of cancellation is in addition to and nix in lieu of any other remedies which Buyer may have in law or equity. 14. TERMINATION. Me 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 Seiler 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 13, herein. 13. FORCE MAIEURE. Neither parry shall be held responsible for losses, resulting if the fulfillment of any terms of provision of thiscontract is delayed or prevented by any cause not within the control of the petty 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 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 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 specifrcationa forbids and performance provided by Buyer in its advertisement for bids, and any other documerna provided by Seiler 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 tennis of their agreement. whenever a tent defined by the Uniform Commercial Code is used in this agreement, the definition contained in the Code is o 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 sgreemeet. 20. RIGHT TO ASSURANCE. Whenever one party to this contract in goad faith has reason to question the other party's intent to perform he may demand that the other patty give written assurance of his intent to perform. In the event that a demand is made and no assurance is given within five (4) 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 injuria, deaths, loss, damages, claims, patent claims, suits, liabilities, judgments, coats 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 err deienniroed that the act was caused throughnegligence err omission of the Seller or its employees, or of the subSeller or assignee or its employees, if any, and the Seller shall, at bis own expense, appear, defend and pay all charges of ntameys and all coats 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 n herein provided, 22. TIME. It is hereby expressly agreed and undentuod that time is of the essence for the performance of this contract, and failure by contract to meet.. the time spmificaticna of this agreement will cause Seller to be in default of this agreement - 23 greement23, MBE. The City of Lubbock hereby notifies all bidders that in regard in 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 rise be discriminated against on the grounds of race, color, sex or natural origin in consideration for an award. 24. !SON-ARBi (RATION. 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 forma of relief in a court of competent jurisdiction. Further, dee City shall not be subject to any arbitration process prior to exercising its unrestricted right to seek judicial remedy- The rrmedies set forth herein arc cumulative and not exclusive, and nay be exercised concurrently. To the extent of any conflict between this pmvision and another provision in, or related to- this document, this provision shall control. 25. RIGHT TO AUDIT. At any time during the term of the contract, or thereafter, the City. or a duly authorized audit reprnenuuve of the City or the State of Texas, at its expense and at reasonable Limes, resines the right to sud t Controctals records. and books relevant uo all services provided to the City under this Contract In the event Bitch an audit by the 01t ic+eals any crrmrs or oserpayrramts by the City. Contracts shall refund the Coy the full am.nmt of such overpayments within thirty 13411) days of such audit findings, or the t'try, AN sea .IHurt, resents the right to deduct such amounts awing dee City from any payments due Coniractor Rev. 42'2412