1-BDPS-FRM-113GeneralConditionsforInformalSolicitations(IFS)-0127121.docx

GENERAL CONDITIONS FOR INFORMAL SOLICITATION (IFS)

CITY OF DALLAS GENERAL WARRANTY REQUIREMENTS

(A) FOR PURPOSES OF THIS WARRANTY REQUIREMENT, THE TERM “GOODS” MEANS ANY EQUIPMENT, MACHINES, TOOLS, VEHICLES, HARDWARE, SUPPLIES, COMPONENT PARTS OR OTHER TANGIBLE PERSONAL PROPERTY PROCURED BY THE CITY, TO WHICH PROCUREMENT THIS WARRANTY REQUIREMENT IS MADE APPLICABLE THROUGH THE SPECIFICATIONS. THE TERM “CITY” MEANS THE CITY OF DALLAS, ACTING THROUGH ITS OFFICERS, EMPLOYEES, DEPARTMENTS, AGENCIES, BOARDS, COMMISSIONS, COMMITTEES AND INSTRUMENTALITIES.

(B) THE SUCCESSFUL BIDDER (ALSO REFERRED TO HEREIN AS “VENDOR”), BY SUBMITTING THE BID, FURNISHES THE FOLLOWING WARRANTY AS PROVIDED BELOW:

(1) VENDOR WARRANTS THAT THE GOODS DELIVERED ARE NEWLY MANUFACTURED, FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP AND CONFORM IN EVERY RESPECT TO CITY’S SPECIFICATIONS. VENDOR ALSO WARRANTS THAT IF, DURING THE WARRANTY PERIOD, ALL OR ANY PORTION OF THE GOODS: (A) FAIL FOR ANY REASON, (B) ARE DISCOVERED TO BE NONCONFORMING, OR ARE DEFECTIVE IN MATERIALS OR WORKMANSHIP, VENDOR WILL REPLACE SUCH FAILED, NONCONFORMING OR DEFECTIVE GOODS AT NO COST TO CITY WITHIN THE SAME TIME LIMIT AS THE DELIVERY PERIOD SHALL BEGIN ON THE DATE OF OFFICIAL ACCEPTANCE OF THE GOODS BY CITY, WHICH DATE IS EITHER THE INSTALLATION DATE OR IN-SERVICE DATE AS SHOWN ON CITY RECORDS OR THE DATE OF FORMAL ACCEPTANCE OF THE GOODS IN WRITING BY AN AUTHORIZED CITY OFFICIAL, WHICHEVER OCCURS FIRST, ADDENDS ONE (1) YEAR AFTER THE DATE OF THE OFFICIAL ACCEPTANCE. THIS WARRANTY SHALL BE UNCONDITIONAL, EXCEPT THAT IT SHALL NOT APPLY TO OBVIOUS ABUSE, MISUSE OR DAMAGE CAUSED BY CITY.

(2) AS BETWEEN VENDOR AND CITY, THE EXPRESS WARRANTY GIVEN IN SUBPARAGRAPH (B) (1) IS IN LIEU OF ANY OTHER EXPRESS WARRANTIES. SHOULD THIS WARRANTY FAIL OF ITS ESSENTIAL PURPOSE, CITY WILL CONTINUE TO HAVE RECOURSE UNDER APPLICABLE TEXAS LAW. THIS WARRANTY IS INTENDED FOR THE EXCLUSIVE BENEFIT OF CITY, ITS OFFICERS AND EMPLOYEES, AND DOES NOT CREATE ANY WARRANTIES EXPRESS OR IMPLIED) OR CAUSES OF ACTION IN FAVOR OR ANY THIRD PARTIES.

(3) IF A MANUFACTURER OF THE GOODS OR OF COMPONENT PARTS OF THE GOODS PROVIDES A SPECIAL OR INDEPENDENT WARRANTY WHICH IS LONGER THAN THE PERIOD PROVIDED FOR THIS WARRANTY, OR WHICH PROVIDES TERMS MORE FAVORABLE TO CITY THAN THOSE CONTAINED IN THIS WARRANTIES TO ANY OTHER PROVISION, THE PROVISIONS OF THIS WARRANTY SHALL NOT BE CONSTRUED TO DIMINISH OR CONFLICT WITH THE SPECIAL OR INDEPENDENT WARRANTY GIVEN BY SUCH MANUFACTURER.

(C) THE SUCCESSFUL BIDDER, BY SUBMITTING THE BID, AGREES TO GIVE THE FOLLOWING INDEMNITY WITH RESPECT TO THE GOODS:

VENDOR SHALL DEFEND, INDEMNIFY, AND SAVE HARMLESS CITY, ITS OFFICERS, AGENTS AND EMPLOYEES, FROM ALL SUITS, ACTIONS OR CLAIMS OF ANY CHARACTER, TYPE OR DESCRIPTION BROUGHT OR MADE ON ACCOUNT OF ANY PERSONAL INJURY (INCLUDING DEATH), PROPERTY DAMAGE OR OTHER HARM FOR WHICH RECOVERY OF DAMAGES IS SOUGHT, SUFFERED BY ANY PERSON OR PERSONS, ARISING OUT OF OR OCCASIONED BY ANY BREACH OF ANY WARRANTY, EXPRESS OR IMPLIED, AS TO THE GOODS OR THE FAULT SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACT, PURCHASE ORDER OR PRICE AGREEMENT; PROVIDED, HOWEVER, THAT THIS INDEMNITY SHALL NOT APPLY TO ANY PERSONAL INJURY INCLUDING (INCLUDING DEATH), PROPERTY DAMAGE OR OTHER HARM CAUSED SOLELY BY THE NEGLIGENT USE, MISUSE OR ABUSE OF THE GOODS BY CITY, OR CAUSED SOLELY BY ANY NEGLIGENT ACT OR OMISSION OF CITY UNRELATED TO THE USE OF THE GOODS. IN THE EVENT OF JOINT OR CONCURRING RESPONSIBILITY OF VENDOR AND CITY, RESPONSIBILITY AND INDEMNITY, IF ANY SHALL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT, HOWEVER, WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO THE CITY UNDER TEXAS LAW. THIS PROVISION SHALL NOT BE CONSTRUED FOR THE BENEFIT OF ANY THIRD PARTY, NOR DOES IT CREATE OR GRANT ANY RIGHT OR CAUSE OF ACTION IN FAVOR OF ANY THIRD PARTY AGAINST CITY OR VENDOR, THIS PROVISION BEING SOLELY INTENDED TO PROVIDE FOR INDEMNIFICATION OF CITY FROM LIABILITY FOR DAMAGE TO THIRD PERSONS OR PROPERTY AS SET FORTH IN THIS PARAGRAPH.

1. REQUIREMENTS. VENDOR AGREES TO SUPPLY TO THE CITY OF DALLAS THE GOODS OR SERVICES DESCRIBED IN THE IFS IN ACCORDANCE WITH THE CITY’S SPECIFICATIONS, IF APPLICABLE, ATTACHED TO AND MADE A PART OF THE IFS.

2. ALL QUOTES MUST BE RECEIVED BY THE CITY OF DALLAS PROCUREMENT SERVICES BY THE TIME AND DATE SPECIFIED IN THE IFS.

3. AWARD WILL BE MADE TO THE LOWEST RESPONSIVE AND RESPONSIBLE VENDOR(S). THE CITY OF DALLAS RESERVES THE RIGHT TO REJECT ANY OR ALL QUOTES AND TO WAIVE MINOR IRREGULARITIES OR DISCREPANCIES IN ANY QUOTE AS MAY BE IN THE BEST INTEREST OF THE CITY.

4. IN ACCORDANCE WITH CHAPTER XXII SECTION 11 OF THE CHARTER OF THE CITY OF DALLAS, NO OFFICER OR EMPLOYEE OF THE CITY SHALL HAVE A FINANCIAL INTEREST, DIRECT OR INDIRECT, IN ANY CONTRACT WITH THE CITY OR BE FINANCIALLY INTERESTED, DIRECTLY OR INDIRECTLY, IN THE SALE TO THE CITY OF ANY LAND, MATERIALS, SUPPLIES OR SERVICES.

5. UNLESS OTHERWISE STATED IN THE CITY’S SPECIFICATION, ALL PRICES WILL BE CONSIDERED FIRM FOR ACCEPTANCE WITHIN THIRTY (30) DAYS AFTER RECEIVING QUOTE AND MAY BE EXTENDED BY WRITTEN AGREEMENT OF THE VENDOR.

6. ANY CATALOG OR MANUFACTURER’S REFERENCE IN THIS IFS IS DESCRIPTIVE, BUT NOT RESTRICTIVE, AND IS USED ONLY TO INDICATE TYPE AND GRADE, UNLESS THE SPECIFICATIONS STATE “NO SUBSTITUTIONS”. IF THE SPECIFICATIONS DO NOT STATE “NO SUBSTITUTIONS”, OTHER ITEMS OF SIMILAR AND EQUAL QUALITY WILL BE CONSIDERED PROVIDED THE RESPONDENT STATES ON THE IFS EXACTLY WHAT HE INTENDS TO FURNISH; OTHERWISE THE VENDOR SHALL BE REQUIRED TO FURNISH THE ITEMS AS SPECIFIED IN THE IFS.

7. PRICES SHOULD BE ITEMIZED AS REQUESTED IN THE IFS. THE CITY OF DALLAS RESERVES THE RIGHT TO AWARD BY LINE ITEM OR BY LOT, UNLESS OTHERWISE SPECIFICALLY STATED IN THE SPECIFICATIONS.

8. UNLESS OTHERWISE STATED IN THE IFS, ALL ITEMS SHALL BE CONSIDERED AS FOB DELIVERY SITE.

9. THE CITY OF DALLAS IS THE FINAL JUDGE OF PRODUCT ACCEPTABILITY FOR ITEMS QUOTED ON THIS IFS.

10. THE CITY OF DALLAS RESERVES THE RIGHT TO REMOVE A COMPANY FROM ANY COMMODITY INDEX FOR (1) FAILURE TO DELIVER MERCHANDISE OR SERVICES WITHIN THE PROMISED TIME, (2) DELIVERY OF SUBSTANDARD MERCHANDISE OR SERVICES.

11. VENUE. THE OBLIGATIONS OF THE PARTIES HERETO ARE PERFORMED IN DALLAS COUNTY, TEXAS, AND IF LEGAL ACTION IS NECESSARY TO ENFORCE SAME, EXCLUSIVE VENUE SHALL BE WITHIN DALLAS COUNTY, TEXAS.

12. GOVERNING LAW. THIS CONTRACT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE CHARTER AND ORDINANCES OF THE CITY OF DALLAS AND THE LAWS AND CASE DECISIONS OF THE STATE OF TEXAS.

13. DELIVERIES. DELIVERIES WILL BE MADE ONLY BY AUTHORIZATION OF THE CITY’S PURCHASING AGENT OR AUTHORIZED DESIGNEE, AS REQUIRED AND ORDERED BY THE CITY. SUPPLIER MUST RECORD FOR EACH ORDER RECEIVED THE FOLLOWING INFORMATION: CITY’S DEPARTMENT OR DIVISION, EMPLOYEE’S NAME, PHONE NUMBER, DELIVERY/BILLING ADDRESS, AGENCY NUMBER, AND REQUISITION NUMBER INFORMATION IN ORDER TO BILL THE PROPER CITY DEPARTMENT AT THAT DESIGNATED ADDRESS. VENDOR MUST OBTAIN THE CITY EMPLOYEE’S SIGNATURE AND CITY EMPLOYEE NUMBER ON DELIVERY/SALES TICKETS WHEN MERCHANDISE IS PICKED UP OR DELIVERED AND MAY REQUIRE EMPLOYEE IDENTIFICATION CARD OR DRIVER’S LICENSE. VENDORS SHALL STATE DELIVERY DATE ON ALL ORDERS.

14. INSPECTION. VENDOR WARRANTS THAT ALL DELIVERIES UNDER THIS IFS WILL BE OF THE TYPE AND QUALITY HEREIN SPECIFIED. THE CITY MAY REJECT OR REFUSE ANY DELIVERY, WHICH FALLS BELOW THE QUALITY REQUIRED IN THE SPECIFICATIONS AND THE CITY SHALL NOT BE HELD TO HAVE ACCEPTED ANY DELIVERY UNTIL AFTER IT HAS MADE AN INSPECTION OF SAME AND HAS HAD AN OPPORTUNITY TO EXERCISE THIS RIGHT

OF REJECTION.

15. TRANSPORTATION CHARGES. VENDOR SHALL BE RESPONSIBLE FOR ALL CHARGES WHICH RELATE TO THE DELIVERY OF THE GOODS TO THE CITY’S PLACE OF BUSINESS AND FOR THE RETURN TO VENDOR OF ANY GOODS REJECTED AS BEING NONCONFORMING UNDER THE SPECIFICATIONS. CITY OF DALLAS DOES NOT PAY RESTOCKING CHARGES.

16. ESTIMATED QUANTITY. THE QUANTITIES DESCRIBED IN EACH LINE ITEM ARE BASED UPON THE BEST AVAILABLE INFORMATION, THE CITY’S BEST ESTIMATE OF ANTICIPATED NEEDS AND ORDERS. THE ACTUAL QUANTITY ORDERED MAY BE LESS THAN OR GREATER THAN THE ESTIMATED QUANTITY. IF THE VENDOR’S QUOTE IS ACCEPTED AND A CONTRACT AWARDED, PAYMENT WILL BE BASED UPON THE UNIT PRICES QUOTED FOR THE ACTUAL QUANTITY ORDERED, REGARDLESS OF WHETHER THE ACTUAL QUANTITY IS LESS THAN OR GREATER THAN THE ESTIMATED QUANTITY.

17. FAILURE TO DELIVER. VENDOR AGREES THAT IF HE SHALL BE UNABLE TO MAKE A DELIVERY OF THE QUANTITIES OR QUALITY ORDERED BY THE CITY UNDER THE SPECIFICATIONS OR FAILS TO DO SO WITHIN A REASONABLE LENGTH OF TIME AFTER NOTIFICATION, THEN THE CITY SHALL BE AUTHORIZED TO PURCHASE QUANTITIES WHEREVER AVAILABLE AND VENDOR MAY BE BARRED AND REMOVED FROM THE CITY’S VENDOR LIST.

18. ASSIGNMENT. VENDOR SHALL NOT ASSIGN, TRANSFER, PLEDGE OR HYPOTHECATE A CONTRACT AWARDED UNDER THE IFS IN WHOLE OR IN PART WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF THE CITY. ASSIGNMENT OF THE CONTRACT, IF APPROVED BY THE CITY, SHALL NOT RELIEVE VENDOR FROM HIS/HER OBLIGATIONS UNDER THE CONTRACT. APPROVAL BY THE CITY OF ONE SUCH ASSIGNMENT SHALL NOT CONSTITUTE APPROVAL TO ANY OTHER OR FURTHER ASSIGNMENT OF THE CONTRACT.

19. TERMINATION. THE CITY MAY TERMINATE A CONTRACT AWARDED UNDER THE IFS IN WHOLE OR IN PART. THE CITY WILL COMPENSATE VENDOR IN ACCORDANCE WITH THE TERMS OF THE CONTRACT FOR ALL GOODS OR SERVICES DELIVERED AND ACCEPTED PRIOR TO THE EFFECTIVE DATE OF SUCH NOTICE.

20. THE CITY OF DALLAS IS EXEMPT FROM ALL FEDERAL EXCISE TAXES AND ALSO FROM STATE AND LOCAL SALES AND USE TAXES. THEREFORE, VENDORS SHOULD NOT INCLUDE THESE TAXES IN THEIR QUOTES. VENDORS CONTRACTING WITH THE CITY CANNOT USE THE CITY OF DALLAS TAX EXEMPTION STATUS AND NUMBER TO PURCHASE SUPPLIES OR MATERIALS RELATED TO THE CONTRACT. IF THIS IFS IS FOR CONSTRUCTION, REPAIR OR RENOVATION WORK, DISREGARD THIS CONDITION AND REFER TO THE APPLICABLE CONSTRUCTION SPECIFICATIONS.

21. PAYMENT. INVOICES MUST BE SUBMITTED TO THE APPROPRIATE BILLING ADDRESS WITH OR AFTER DELIVERY OF GOODS. ALL CONDITIONS PREVIOUSLY STATED REGARDING INSPECTION AND DELIVERY MUST BE MET IN ORDER FOR PAYMENT TO BE MADE. NO CONTRACTOR OF THE CITY SHALL BE ENTITLED TO INTEREST ON ANY LATE PAYMENT CAUSED BY ANY CLAIM OR DISPUTE, OR AS A RESULT OF THE WITHHOLDING OF MONEY THE CITY HAS A LEGAL RIGHT OR OBLIGATION TO WITHHOLD UNDER THE CONTRACT OR STATE LAW.

22. WARRANTIES. BY SUBMITTING A QUOTE, THE VENDOR AGREES TO COMPLY WITH THE APPLICABLE CITY WARRANTY REQUIREMENTS AS DESIGNATED IN THE IFS, PURCHASE ORDERS, FORMAL CONTRACT, OR THE CITY’S STANDARD WARRANTY REQUIREMENTS FOR THE GOODS.

23. DISQUALIFICATION OF VENDOR. VENDORS MAY BE DISQUALIFIED AND THEIR QUOTES NOT CONSIDERED FOR ANY OF THE FOLLOWING REASONS:

· ANY FACTORS CONCERNING THE BIDDER’S QUANTITY OR QUALITY OF THE WORK TO BE PERFORMED OR OTHER FACTORS AS DEEMED APPROPRIATE BY THE IFS.

24. OFFSET. THE CITY MAY, AT ITS OPTION, OFFSET ANY AMOUNTS DUE AND PAYABLE UNDER A CONTRACT AWARDED UNDER THE IFS AGAINST ANY DEBT (INCLUDING TAXES) LAWFULLY DUE TO THE CITY FROM CONTRACTOR, REGARDLESS OF WHETHER THE AMOUNT DUE ARISES PURSUANT TO THE TERMS OF THE CONTRACT OR OTHERWISE AND REGARDLESS OF WHETHER OR NOT THE DEBT DUE TO THE CITY HAS BEEN REDUCED TO JUDGMENT BY A COURT.

25. THE CITY WILL NOT BE LIABLE FOR ANY COSTS INCURRED BY A VENDOR IN RESPONDING TO THE IFS.

26. VENDORS SHALL NOT HAVE OUTSTANDING, UNPAID LIABILITIES WITH THE CITY OF DALLAS. SUCH LAIBILITIES MAY INCLUDE, BUT NOT LIMITED TO, PROPERTY TAXES, LOCAL AND/OR ARENA HOTEL/MOTEL OCCUPANCY TAXES, LICENSE/PERMITS AND UTILITIES. ANY PROPOSER THAT HAD SUCH LIABILITIES MAY BE DEEMED NON-RESPONSIBLE AND THE SUBMITTED BID/PROPOSAL WILL NOT BE GIVEN FURTHER CONSIDERATION.

27. IF THIS QUOTE INCLUDES WORK TO BE PERFORMED ON CITY PROPERTY, VENDOR MUST PROVIDE A COPY OF CURRENT INSURANCE CERTIFICATE, SHOWING COVERAGE LIMITS FOR GENERAL LIABILITY AND WORKERS COMPENSATION PRIOR TO THE PURCHASE ORDER BEING RELEASED.

28. NON-DISCRIMINATION: IF THE PROVISIONS OF CHAPTER 15B OF THE DALLAS CITY CODE ARE APPLICABLE TO THIS IFS, ANY COMPANY WITH A CITY CONSTRUCTION CONTRACT OF MORE THAN $15,000, OR A CITY CONTRACT FOR THE PROCUREMENT OF GOODS AND COMPETITIVELY BID SERVICES OF MORE THAN $50,000, IS PROHIBITED FROM DISCRIMINATING AGAINST ANY EMPLOYEE OR APPLICANT FOR EMPLOYMENT BECAUSE OF RACE, AGE, COLOR, RELIGION, SEX, NATIONAL ORIGIN, OR HANDICAP STATUS. THE BIDDER SHALL TAKE AFFIRMATIVE ACTION TO INSURE THAT APPLICANTS ARE EMPLOYED, AND THAT EMPLOYEES ARE TREATED EQUALLY DURING EMPLOYMENT WITHOUT REGARD TO RACE, AGE, COLOR, RELIGION, SEX, NATIONAL ORIGIN, SEXUAL ORIENTATION, OR HANDICAP STATUS. THIS ACTION SHALL INCLUDE, BUT NOT BE LIMITED TO THE FOLLOWING: EMPLOYMENT, UPGRADING, DEMOTION, OR TRANSFER; RECRUITMENT OR RECRUITMENT ADVERTISING; LAYOFF OR TERMINATION; RATES OF PAY OR OTHER FORMS OF COMPENSATION; AND SELECTION FOR TRAINING, INCLUDING APPRENTICESHIP. ANY PERSON WHO BELIEVES A CONTRACTOR HAS VIOLATED ITS OBLIGATIONS UNDER CHAPTER 15B SHOULD CONTACT THE CITY MANAGER, CITY OF DALLAS, 1500 MARILLA STREET, ROOM 4/E/NORTH, DALLAS, TEXAS 75201.

Rev. 2- 01/26/12 Page 1 of 4 Doc#BDPS-FRM-113