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23-R-85 LOI Purchase New AmbulanceRESOLUTION NO.23-R-85 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING THE CITY MANAGER TO S I G N A L E T TER O F I N T E N T (LO I) WITH STERLING MCCALL FORD FOR THE PURCHASE OF ONE (1) NEW AMBULANCE FOR FISCAL YEAR 2024/2025 AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the Schertz EMS Department has chosen Sterling McCall Ford and Frazer, a HGACBuy Purchasing Cooperative vendor, for the purchase of one (1) Ford Ambulance; and WHEREAS, the total cost of one ambulance will be no more than $301,275; and WHEREAS, this purchase will be funded with budgeted operating costs from the FY25 approved budget. WHEREAS, HGACBuy Purchasing Cooperative is a national online purchasing cooperative, developed to comply with state laws which require government entities to make purchases through a competitive procurement process; and WHEREAS, HGACBuy Purchasing Cooperative gives public entities the advantage of leveraging the cooperative's ability to obtain bulk discounts, combined with the ease of online, web -based shopping and ordering; and WHEREAS, purchases under the cooperative programs meet the requirements under the Texas Local Government Purchasing Code rule for cooperative purchases as adopted by the City of Schertz Resolution I 1-R-41 on August 30, 2011 amending the City's purchasing policy; therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS THAT: Section 1. The City Council hereby authorizes the City Manager to sign a Letter of Intent (LOI) with Sterling McCall Ford attached in Exhibit A for one ambulance not to exceed $301,275. Section 2. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the City Council. Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. Section 4. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 5. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Resolution would have been enacted without such invalid provision. Section 6. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551, Texas Government Code, as amended. Section 7. This Resolution shall be in force and effect from and after its final passage, and it is so resolved. PASSED AND ADOPTED, this � day of 2023 CITY OF SCHERT TEXAS Ral eutieeor ATT T: eila Edmon on. Citv Secreta Exhibit A Purchase Agreement This PURCHASE AGREEMENT made this 2nd day of August, 2023 between ("Vendor") Sterling McCall Ford lo- cated at 6445 Southwest Freeway Houston, TX 77074and City of Schertz EMS located at 1400 Schertz EMS Pkwy, Bldg 7 Schertz, TX 78154 ("Customer") WHEREAS, Vendor desires to sell and Customer desires to pur- chase certain products, and/or services more specifically described in Estimate Q3090-1 dated 8/2/2023 for the total amount of $301, 275.00 (hereafter "Products"), Chassis details • Chassis Make: Ford • Chassis Model: F-450 Gas • Qty ordered: 1 • Quoted chassis price (each): $68,500.00 NOW THEREFORE, the parties hereto, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, do hereby agree as follows: 1. Vendor agrees to sell and schedule pickup/delivery as described in Estimate Q3090-1 dated 8/2/2023 and Customer shall purchase from Vendor, the Products for the prices as set forth in detail on Estimate Q3090-1 dated 8/2/2023. 2. The sale of the Products is governed by the terms and conditions set forth on Exhibit A, which is attached hereto and made a part hereof. 3. The Term of this Agreement shall commence on August 2nd, 2023 and expire 1 year from execution date. 4. If the parties have entered into any additional covenants, promises, terms and conditions not otherwise specified herein or in any schedule or Exhibit hereto, said special provisions shall be set forth in Exhibit A. If there shall be any conflict within the provisions of this Agreement, the following order of priority shall ap- ply: this PURCHASE AGREEMENT, ExhibitA, Customer's purchase order, Vendor's invoice. IN WITNESS WHEREOF, the undersigned have executed and delivered this Agreement as of the day and year first above written. Title Information Enter Exactly as it needs to appear Owner Name: Address: Lien Holder (IfApplicable) Name: Address: Purchase Agreement Signature Page Schertz EMS Sign: Print: Title: Date: Frazer, Ltd. Sign: Print: Adam Fischer Title: Vice President. Sales & Marketinq Date: 8/3/2023 LIST OF EXHIBITS: EXHIBIT A: Standard Terms and Conditions EXHIBIT A Standard Terms and Conditions INVOICING AND PAYMENT TERMS: Vendor shall submit one (1) original invoice per payment due. The in- voice(s) shall include the items listed in accordance with the quote mentioned in the Sale Agreement with refer- ence to the Customer's Purchase Order Number. If the Sale Agreement provides for any progress (or advance) payments based on specific milestones or activities, Vendor's invoice shall certify to the accomplishment or performance by Vendor of said milestone or activity, and that Customer has obtained a security interest in such Products to the extent ofsuch payment. Payment shall be due upon receipt of the invoice and delivery of the unit to the Customer unless previously nego- tiated. CANCELLATION POLICY: Cancellation of orders must be received 120 days prior to the agreed upon delivery date. If the order is canceled within the 120 day window, a fee of 25% of the total purchase order price will apply. DELIVERY TERMS: The products listed in the estimate are to be delivered Free On Board (FOB) Destination to Houston,TX. Customer representative(s) will pick up the unit at upfitter location, 7219 Rampart St., Houston, TX 77081 and transport it to their final destination at customer expense unless otherwise specified in the Vendor quote. TERMINATION FOR CAUSE: Customer may terminate this Sale Agreement and any corresponding Purchase Order, or any part thereof, for cause including, but not limited to the following Vendor actions: (1) any default or breach of any of the terms and conditions of the Sale Agreement, (2) failure to provide Customer, upon request, a reasonable assurance of future performance, or (3) bankruptcy, dissolution, or suspension of payments by judicial decree. If Vendor does not cure such failure within a period of five (5) days or such a longer period as Customer may authorize in writing after the date such notice is sent to Vendor, then termination may proceed. Vendor may also terminate this Sale Agreement and any corresponding Purchase Order for cause, and Vendor will not be in breach of same, in the event any supplier to Vendor fails to deliver Products and/or component parts in a timely fashion and Vendor cannot make alternate accommodations in order to comply with the Parties' agreed upon completion and delivery dates. CHANGE ORDERS: Vendor has the right to modify the Purchase Order requirements and conditions as needed and will advise Customer in writing of such requested changes. Vendor shall not proceed with any changes with- out Customer's written authorization. Any request by Customer to change the terms or conditions of the Purchase Order, including product specifications, options, and price, must be made in advance of the production job order release. Any changes made after the release of the production job order will incur a $350 fee per change order made in a 24 hour period and will be included on a secondary invoice. Vendor reserves the right to refuse changes requested by the Customer. PROPRIETARY INFORMATION, CONFIDENTIALITY AND ADVERTISING: All commercial, financial or technical information in any form that Vendor provides to Customer shall be deemed proprietary and confidential and Cus- tomer shall not disclose such information to third parties without Vendor's written consent. Termination of the Sale Agreement shall not relieve Customer of this confidentiality obligation. Upon Vendor's request, Customer shall re- turn all confidential information to Vendor along with any reproductions, in whole or in part. The confidentiality obligation does not apply to information that is in the public domain through no fault of Customer or to information lawfully within Customer's possession prior to the date of the Purchase Order. as evidenced by Customer's writ- ten records. LIMITATIONS ON DAMAGES: In the event of any dispute, disagreement or breach alleged by Customer on the part of Vendor, Customer's exclusive and sole remedy shall be repair or replacement, if practical, of the module, or component part, by Vendor. If Vendor is not able to effectuate a repair, replacement, or cure that brings the module, or component part, into compliance with the Parties' agreement, then Vendor shall refund the sale price to Customer. In no event shall Vendor be liable to Customer, or to any third -party acting through Customer, for any additional, consequential or punitive damages, or damages for lost sales, revenue or profits claimed by Cus- tomer or any third -party acting through Customer. FORCE MAJEURE: A force majeure delay shall mean any delay or other unforeseeable causes beyond the rea- sonable control of the party affected, provided that any such delay is not caused, in whole or in part, by the acts or omissions of the party so delayed and further provided that such party is unable to make up for such delay with reasonable diligence and speed. If any such cause delays Vendor's performance, the delivery date or time for completion may be extended by a period of time reasonably necessary to overcome the effect of such delay; however, Vendor shall take all reasonable measures to mitigate the effects of the force majeure event and to mini- mize such delay. A party affected by a force majeure event shall notify the other party of such force majeure event within forty-eight (48) hours of its knowledge of such event for the event to be considered a bona fide force ma- jeure event. TITLE AND RISK OF LOSS: Title to the Products shall transfer to Customer upon receipt of Products by Cus- tomer or its agent unless otherwise stated in the Sale Agreement. Notwithstanding the above, risk of loss of the Products shall remain with Vendor until delivered to Customer. WAIVER: Vendor's failure to exercise or enforce any right in the Purchase Order, or any other right or privilege under law, or Vendor's waiver of any breach by Customer shall not constitute a waiver or modification of any terms, conditions, privileges or rights whether of the same or similar type, unless Vendor gives such waiver in writing. LIENS: Vendor waives and relinquishes all existing and future liens and claims (statutory or otherwise) for the Products specified in the Purchase Order, and warrants that the Products will be free and clear of all liens, claims or encumbrances of any kind. INSPECTION, REVIEW AND WITNESSING: Customer and/or the ultimate owner of the Products have the right to inspect and attend testing of the Products at Vendor's premises (or its supplier's or subcontractor's premises) with reasonable advance notice. If any inspection is made on the premises of Vendor or its supplier, Vendor, with- out additional charge, shall provide all reasonable facilities and assistance for the safety and convenience of the inspectors in the performance of their duties. APPLICABLE LAW AND VENUE: The Sale Agreement shall be governed and interpreted in accordance with the laws of the State of Texas, without reference to any principle of conflict of laws. Customer and Vendor expressly exclude the application of the Convention on International Sale of Goods to the Sale Agreement. Venue for all ju- dicial, administrative, or regulatory proceedings shall be Guadalupe County OWNERSHIP OF DOCUMENTS: Title to all drawings, specifications, calculations, technical data and other docu- ments that Customer submits in accordance with the Purchase Order shall vest with Vendor. Vendor shall have the right to use such documents for any purpose pertaining to the manufacture, assembly, and delivery of the Products. Title to all drawings, specifications, calculations, technical data, and other documents that Vendor submits to the Customer shall vest with the Customer. Customer shall have the right to use such documents for any purpose pertaining to the installation, operation, and maintenance of the Products. INSURANCE: Vendor shall comply with the project insurance requirements for which the Products are being pro- vided. Customer shall provide specific reasonable levels required as soon as such levels are available, which shall not exceed $1,000,000 for any non -statutory category other than excess liability umbrella, which shall not exceed $4,000,000. When requested by Customer, Vendor shall provide certificates of insurance as proof of same. SURVIVAL: The provisions of the following Paragraphs of these Terms and Conditions shall survive any cancellation or termination of the Purchase Order: (Proprietary Information, Confidentiality and Advertising), (Indemnification), (Liens), and (Applicable Law and Venue).