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HomeMy WebLinkAboutResolution - 2007-R0548 - PO - Key Enterprises - 32 Bleachers - 12/06/2007Resolution No. 2007—RO548 December 6, 2007 Item No. 5.2 RESOLUTION IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK THAT the Mayor of the City of Lubbock BE and is hereby authorized and ected to execute for and on behalf of the City of Lubbock, a Purchase Order for the -chase of 32 bleachers per ITB #203-02/RS, by and between the City of Lubbock and y Enterprises of Round Rock, Texas, and related documents. Said Purchase Order is iched hereto and incorporated in this resolution as if fully set forth herein and shall be luded in the minutes of the City Council. assed by the City Council this 6th day of December , 2007. DAVID A. MILLER, MAYOR TTEST: beeca Garza, City Secretary VED AS TO Snider, Assistant City Manager/Community Services ROVED AS TO FORM: Attorney gs/ccdocs/PurchOW-Key Enterprises.res 11/24/2007 � A rrU R C H A S E TO: KEY ENTERPRISES 3000 JOE DIMAGGLO BLVD STE 95 ROUND ROCK TX 78664 INVOICE TO: CITY OF LUBBOCK ACCOUNTS PAYABLE P.Q. BOX 20W LUBBOCK, TX 79457 GI7 T VF L.UmmuGR Page ORDER Date Order No. Brn/Pl t SHIP TO: - 1 11/28/07 321714 000 OP 3511 CITY OF LUBBOCK PARKS & RECREATION 1212 ERSKINE LUBBOCK TX 79457 BY: ------------------------------ Ordered - 11/27/07 Freight - FOB Destination Frt Prepaid Requested - 01/31/08 Taken By - MARTA ALVAREZ Delivery Buyboard Contract # 262-07 Description / Supplier Ite Ordered UM Unit Cost UM Extension ---------------------------- ----------- ------------- -- 21ft x 5 Row Bleachers 32.000 EA 5,347.3200 EA 171,114.24 Req. Dt 01/31/08 This purchase order encumbers funds in the amount of $171,114.24, for the purchase of 32 Bleachers awarded to Key Enterprises of Round Rock, Texas, on December 6, 2007. The following are incorporated into and made part of this purchase order by reference quote submitted by Key Enterprises of Round Rock and Texas Buyboard Contract # 262- 07. Resolution No. 2007-80548 CITY OF LUBBOC ATTEST: David A. Mill , Mayor Rebecc Garza, City Secretary Total Order ------------------------------------------------- Terms NET 30 171,114.24 TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK, TEXAS Seller and Buyer agree as follows: i. SELLER TO PACKAGE GOODS. Seiler will package goods us accordance w ith good cotnmaciai practice. Each shipping container shall be clearly and perinmently 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 cornamers, e.g. box I of4 boxes, and (d) the number of the containa bearing the packing slip. Sella shall bear cost of packaging unless otherwise provided Goads 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 ant 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 resit of toss of the goods shall riot pass to Buyer until Buyer actually receives and lakes 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. Ifa tender is made which does net fully conform. this shall constitute a breach mid 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 snake 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 tramgpomption 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 74457. Payment shall not be due until the above instruments are submitted after delivery. 6. GRATUITIES. The Buyer may, by written notice to the Seiler, cancel this contract without liability to Seller if it is determined by Buyer that gratuities, in the farm of entCrtaimme t, 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 trestment with respect to the awarding or maending. or the making of any determinatiow with respect to the performing of such it 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 remedim to recover or withhold the amount of the cost incurred by Seller in providing such gratudies. 7. SPECIAL TOOLS A TEST EQUIPMENT. If the price stated on the face hereof includes the cost of any special tooling or special teat 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. g. WARRANTY -PRICE. a. The price to be paid by the Buyer stall be that contemned in Seller's bid which Seller warrants to be me 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 other, or in the alternative. Buyer may cancel this comract w idww 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 beau fide employees of bona fide established commercial or selling agencies maintained by die Seller for the purpose of securing business. For breach of vitiation of" warranty the Buyer shall have the right in addition to any other right of righti to cancel this contract without liability and to deduct from the contract prim or otherwise recover without liability and to deduct from the contract price„ or otherwise rmavcr the full amount of such commission, percentage, brokerage or coutingeot 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 than the goals furnished will conform to the specification. drawings, and descriptions listed in the bid invitation, and to the munple(s) famished by the Seller, if any. to the event of s conflict or between the specifications, drawings, and descriptions, the specifications shall govern, Nihtwithstanding any provisions contained in the contracmai agreement, the Seller represents and warrants fault -five performance and fault -hire result in the processing dale and date related data (including but net limited to calculating, comparing and sequencing) ofall hardwares, witware and firmware products delivered and services provided under this Contract, individually or in combination. as the case may be from the effmrive date of this Contract. Also, the Sella warrants tate year?1100 calculations will be recognized and accommodated and will not, is any way, result in hardware, software or fmmware failure. The City of Lubbock, at its sole option, may require the Seller, at any time, to demonstrate the procedures it intends to failow in order to comply with all the obligations contained herein. Ube obligations contained herein apply to products and services provided by the Seller, its sub -Seller or any third parry involved to the creation or development of the products and services to be delivered to the City of Lubbock under this Contract.. Failure to comply with my 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 we 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 snake the appropriate correction within a reasomble time, correction made by Buyer will be at etre Seller's expense. It. 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 agseematt 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 nor give rise to such a claim, and in no event snail Buyer be liable to Seller for indemnification in the event that Seller is sued on the grounds of infiingem nr of the like. If Seller is of the opinion tint an infringement or the like will result. he will notify the Buyer to this effect in writing within two weeks ager dee signing of this agreement. If Buyer does not receive notice and is subsequently held liable for the infringement or the Ince, Seller will save Buyer harmkas. IFSeller 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 Seiler breaches soy of the terms hereof including warranties of Sella 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 die Buyer in accortkusce with this provision. Termination of work hereunder shall be effected by the delivery of the Seller of ■ "Notice of Terniation" specifying the extent to which perfarmasce of work ureter the order is terminated and the date upon which such temisation becomes effective. Such right or termination is in addition to and" in lieu of the Fights of Buyer set forth in Clause 13, herein, 15. FORCE MAJEURE. Neither peaty shall be held responsibe for losses resulting if the fulfill rnrat of any terms of provisions of this contract is delayed or Prevented by any cause not w ithin the control of the party Whom performance is interfered with, and which by the exercise of reasonable diligetice 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 asaigr anent 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 at right arising out ofs. breach of this contract can be discharged in whole or in pan by a waiver or renunciation of dee claim or right unless die waiver or renunciation is supported by considration and is in writing signed by the aggrieved party. IS. INTERPRETATiON•PAROLE EVIDENCE. ITnu writing, plus any specifications for bids and performance provided by Buyer in its advatiwFineat for bids, and any other dmcummts provided by Seller as part of his bid. is intended by the parva as a final expression of their agreement and intended also sea a complete and exclusive statement of the terraof then agyeemc m. Whenever a tend defined by the Uniform Commercial Code is used is this agreement, the definition contained as the Code is to control. 14. APPLICABLE LAW. This agieeerat shall be governed by the Uniform Commercimi Code. Where ever the tens "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 farce on the date of this agreement. 20. RIGHT TO ASSURANCE. Whenever one party to [his contract in good faith has reason to question the other party's intent to perform he may demand aha the other party give written assurance of his intent to perform. in die event that ■ demand is mode and no assurance is given within five (5) days, the demanding party may treat this failure as an anticipatory repudiation of the cDn&wL 21. INDEMNIFICATION. Seller shall indemnify, keep and save harmless the Buyer, its agents, officials and employees„ against all injuries, deaths, toss, damages, claims, patent claims, suits, liabilities, judgments, costs and expenses, which may in anywise sccnte ageing the Buyer in consequence of the granting of this Contract as which may anywise result therefrom, whether or not it shall be alleged or determined that die act was caused through negligence or omission of die 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 a storeys and all costa and other expenses wising thmfom of incurred in connection thervwidt. and, if any judgment shall be tendered against the Buyer in say such action, the Seller shall, or its own experim.. satisfy and discharge the saw Sella expressly understads and agrees that say bond mquued 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 eswace for the performance of this contract, and failure by contract to meet the time specifications of this agreement w ill rause Seller to be in default of this agrerme it. 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 ongin in consideration for an award Rev. 0612005