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HomeMy WebLinkAboutResolution - 2007-R0309 - PO - Associated Supply Company Inc.- Bomag Landfill Compactor - 07/12/2007Resolution No. 2007-RO309 July 12, 2007 Item No. 5.31 RESOLUTION WHEREAS, an emergency procurement was necessary to protect the public health f the citizens of the City of Lubbock because of unforeseen damage to public equipment; [OW THEREFORE: E IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the City Council of the City of Lubbock hereby ratifies for and on behalf of the City of Lubbock a Purchase Order Contract and any associated documents with Associated Supply Company, Inc., of Lubbock, Texas, for repairs to a Bomag landfill compactor, and authorizes and directs the Mayor to execute said Purchase Order Contract, which Purchase Order Contract and any associated documents are attached hereto as Exhibit A and made a part hereof for all intents and purposes. Passed by the City Council this qday of 7u1Y , 2007. .i. lea DAVIDkILLER, O. ATTEST: Reb cca Garza, City Secretary APPROVED AS TO CONTENT: Mar Ye od Assi taut City Manager/Chief Information Officer ROVED AS 7'Q FORM: andiver, A DDres/Assoc fated Supply-ErnergRepairf,Ocon RatioficationW Res June 27, 2007 1 I !f 1 U R C H A S f TO: ASSOCIATED SUPPLY COMPANY INC PO BOX 3888 LUBBOCK TX 79452. INVOICE TO; CITY OF LUBBOCK ACCOUNTS PAYABLE P.O. BOX 2000 LUBBOCK. TX 79457 CITY OF LUBBOCK Page - 1 Date 6/25/07 Order No. - 313365 000 OP Brn/Pit - 3511 SHIP TO: CITY OF LUBBOCK AUTO PARTS WAREHOUSE 204 MUNICIPAL DRIVE LUBBOCK TX 79404 BY: --------------------------------------------------------- V - 06/22/07 Freight - FOB Destination Frt Prepaid Requested - 06/22/07 Taken By - GUZMAN, THERESA L. Delivery - V030187 - WO -89123 Emergency Purchase Description / Supplier Ite ---------------------------- Bomag Landfill Compactor V030187 Engine Replacement Ordered UM Unit Cost 1.000 EA 57,395.0000 UM Extension Req. Dt EA 57,395.00 06/22/07 This purchase order ratifies the emergency purchase to repair a Bomag landfill compactor. Resolution 2007-80309 CITYOF LUBBOCYx I David A. Her, Mayor wIwilm�lr��� r ATTEST: Reb cca Garza, City Secretary Total Order ------------------------------------------------------------------------------------- Terms NET DUE ON RECEIPT 57,395.00 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. Sellcr —11 package goods en accordance with good commercial practice. Each shipping container shall be clearly and permanently marked as follows Tal Seller's rurmt and address, (b) Consignee's name, address and purchase order o purchase release number and the supply agreement number if applicable, Ick Container number and total number of conramers, e.g. box I of 4 boxes, and ld) 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 OF 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 resonation and no lender of a bill of lading will operate as a tender of goods. 3, TME 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 o 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 expin:4 the SeI ler 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, IFany, shall be listed separately, A copy of the bili of lading, acrd 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. 5. 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 entertamment, gifts or otherwise, were offered m given by the Seller, many agent or represeniati ve of the Seller, to any officer or employee of the City of Lubbock with a view to securing a contract or securing favorable trcetmtnl cvilh 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 A TEST EQUIPMENT If the price slatedon the face hereof includes the cost of arty special tooling or special test equipment fabricated or required by Seller For the purpose of filling this order, such special looling equipment and any process sheets related thereto shall become the property of the Buyer and to the extent feasible shall be identified by the gel la as such, g. WARRANTY -PRICE. a Thr price to be paid by the Buyer shall be that contained in Sellers bid which Seller warrants to be no higher than Seller's current process an 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 Sella breaches this warranty, the prices of the items shall he reduced to the Sellers 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 peon or selling agency has been employed or retained to sol icit 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 (Aherwise 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 nes limit or exclude any implied warranties and arry attempt to do so shall render this contract voidable at the option of the Buyer. Sel ler warrents that the goods Famished will conform to the specification, drawings, and descriptions luted in the bid invitation, and to the samplos) furnished by the Seller, if". In the event ofa conflict or between the specifications, drawings, and descriptions, the specifications shail 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 dale related data (including, but no 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 fron the effective date of this Contract. Also, the Seller warrants the year2000 calculations will be recognised and accommodated and will rot, in airy 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 at Order to comply with all the obligations contained herein The obligations contained herein apply to products and services provided by the Sella, its sub -Seller or any third party involved in the creation or development of the products and services no 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 aveili ne; Amlf of arty of its rights under the law and under this Contract including, but not limned to, its right pertaining to termination or default. The warranties contained herein are sepanut 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 spew fined on this Contract, its appendices, its schedules, its annexes or any document incorporated in this Contract by reference. 10 SAFFTY WARRANTY Seiler 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 1Q70 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. I I NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As part of thus contract for sale Seller agrees to ascertain whether goods manufactured in accordance with the specifications attached to this agreement will give rise 10 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 gi ve 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. iFSella isoftlne opinion that an infringement Dir the like will result. he will notify the Buyer to this effect in writing within two weeks after the signing orchis 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 than. 13. CANCELLATION. Buyer shall have the right to cancel for default all or any part of the undelivered potion of this order if Seller breaches any of the terms hereof including warranties of Seller or if the Seller becomes insolvem or commits acts of bankruptcy Such righl 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 maybe 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 ofa "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 o 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 fulfillmenl ofany terms of pmvisions 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 fro all purpose unless made in conformity with this paragraph. 17 WAIVER. No claim or right arising out ofa 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 slid is in writing signed by the aggrieved party. 18. INTERPRETATION -PAROLE EVIDENCE. This writing, plus any specifiicatiom for bids and performance provided by Buyer in its advertisement for bids, and any outer documents provided by Seller as past of his bid., is intended by the parties as a fireal expression of their agreement and intended also as a complete and exclusive statement of the terms of their agreement, Whenever a lean 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 Cole" is used, it shall be construed m meaning the Uniform Commercial Code as adopted in the State of Texas as effecti ve and in force on tete 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 itrteM to perfiom. In the event that a demand is made and no assurance is given within five l5) 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 sub5eller or assignee or its employees, if any, and the Seller shall, at his own expense, appear, defend and pay al l charges oranomeys and all costs and outer expenses arising therefrom of incurred in connection therewith, and, ifarry'ludgment 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 arty bond requited 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 ofthos agreement 23. MBE. The City of Lubbock hereby amifnes all bidden that on regard to any contract entered into pursuant to this request, mirwityy, and women business enterprises will be afforded equal opportunities to submit bids on response to this invitation and will not be discriminated against an the grounds of race, colo, sex or natural origin in consideration for an award. Rev. 0812005