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HomeMy WebLinkAboutResolution - 2022-R0136 - PO 25101432 with Avidbots Corp 3.22.22Resolution No. 2022-RO136 Item No. 7.24 March 22, 2022 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. 25101432 by and between the City of Lubbock and Avidbots Corp. for a Robotic Floor Cleaner, 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 ATTEST: A _4 -L X�� Rebec k Garza, City SecreUry APPROVED AS TO CONTENT: March 22, 2022 DANIEL M. POPE, I AYOR 1.OU7Y1� ' Kelly Camp ell, Executive Director of Aviation APPROVED AS-T-0 FORM: City Attorney ccdocs/RES.Avidbots Corp-PurchaseOrd March 10, 2022 F4000. City of Lubbock TEXAS PURCHASE ORDER AVIDBOTS CORP TO: 975 BLEAMS ROAD, UNIT #5 KITCHENER ON N2E3Z5 Page - Date - 1 3/2/2022 Order Number 25101432 000 OP Branch/Plant CITY OF LUBBOCK SHIP TO: LUBBOCK PRESTON SMITH INTERNATIONAL AIRPORT 5401 N. MARTIN L KING BLVD LUBBOCK TX 79403 INVOICE TO: CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 4BY:y Marta arez, Director of Purchasing & Contract Management Ordered 3/2/2022 Freight Requested 3/2/2022 Taken By YBUSBY Delivery PER L HEIEN REQ 58550 NPP GOV #PS 20005 If you have any questions contact Laura Neien:lneien@mylubbock.us Phone 806-775-3129 Description/Supplier Item Ordered Unit Cost UM Extension Request Date Neo 2.0, 32 Inch Disc CH, 1.000 52,338.0000 EA 52,338.00 4/8/2022 NORAM RADIO 12 Months AT&T Terms NET 30 INSURANCE REQUIRED: 1.000 1,200.0000 EA Commercial General Liability, per occurrence- $1,000,000 General Aggregate. To include products of complete operations endorsement Automotive Liability- Combined Single limit for Any Auto - Total Order 1,200.00 4/8/2022 53,538.00 4615 Worker's Compensation Amounts- $500,000 or Employer's Liability - $1,000,000. Copies of endorsements are required. Technical Errors and Omissions $1,000,000. City of Lubbock is named as an additional insured on a primary and non-contributory basis with a waiver of subrogation in favor of the City of Lubbock on liability coverages. To include products of completed operations endorsements. Waiver of subrogation provided on the workers' compensation. This purchase order encumbers funds in the amount of $53,538.00 awarded to Avidbots Corp Kitchener, ON, on March 22nd 2022. The following is incorporated into and made part of this purchase order by reference contract: NPP GOV #PS 20005 from Avidbots Corp Kitchener, ON. Resolution# 2022-RO136 CITY OF LUBBOCK _��k - Daniel M. Pope, Mayor ATTEST: - Q�� Rebec aria, City Secretary Rev. 9/2021 Seller and Buyer agree as follows: PURCHASE ORDER TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK, TX 1 SELLER TO PACKAGE GOODS Seller will package goods inaccordance with good commercial practice Each shipping container shall be clearly and permanently marked as follows (a) Seller's time 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 containers, e g box 1 of 4 boxes, and (d) the number of the container beanng the packing slip Seller shall bear cost ofpackaging unless otherwise provided Goods shall be suitably packed to secure lowest transportation costs and to conform with requirements of common tamers and any applicable specifications Buyer's count or weight shall be final and conclusive on shipments not accompanted by packing lists 2 SHIPMENT UNDER RESERVATION PROHIBITED Seller is not 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 risk of loss 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 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 expired, the Seller may reasonably notify Buyer of his intention to cure and may then make a conf rmungtender within the contract hme but not afterward 5 INVOICES & PAYMENTS a S e I I e r 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, 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 79457. 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 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 secunng 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 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 & 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 eqwpment and any process sheers 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 bid 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 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 others, or in the alternative Buyer may cancel this contract without Lability to Seller for breach or Seller's actual expense. b. The Seller warrants that no person or selling agency has been employed of retained to solicit 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 fight of rights to cancel this contract without liability and to deduct from die contract price, or otherwise recover without lability 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 not limn or exclude any implied warranties and any attempt to do so shall render this contract voidable at the option of the Buyer Seller warrants that the goods famished will conform to the specification, drawings, and descriptions listed in the bid invitation, and to the sample(s) furnished by the Seller, if any In the event of a conflict or between the specifications, drawings, and descriptions, the specifications shall 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 date related data (including, but not 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 from the effective date 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 Contract 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 and under this Contract including but not limited to, its right pertaining to termination or default The warranties contained herein are separate and discrete from any other warranties specified in this Contract, and are not subject to any disclaimer of warranty, implied of 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 make the appropriate correction within a reasonable time, correction made by Buyer will be at the Seller's expense I 1 NO WARRANTY BY BUYER AGAINST INFRINGEMENTS As pan 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 person by way of infringement of the like Buyer makes no warranty that the production of goods according to die specification will not give 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 If Seller is of the opinion that an infringement or the like will result, he will notify the Buyer to this effect in wasting within two 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, the contract shall be null and void 12 NON APPROPRIATION All funds for payment by the City under this contract are subject to the availability of an annual appropriation for this purpose by the City In the event of nonappropriathon of funds by the City Council of the City of Lubbock for the goods or services provided under the contract, the City will terminate the contract, without termination charge or other liability, on the last day of the then -current fiscal year or when the appropriation made for the then -current year for the goods of services covered by this contract is spent, whichever event occurs first If at any time funds are not appropriated for the continuance of this contract, cancellation shall be accepted by the Seller on thirty (30) days prior written notice, but failure to give such notice shall be of no effect and the City shall not be obligated under this contract beyond the date of termination 13 RIGHT OF INSPECTION Buyer shall have the right to inspect the goods at delivery before accepting them 14 CANCELLATION Buyer shall have the right to cancel for default all or any pan of the undelivered portion of this order if Seller breaches any of the terms hereof including warranties of Seller 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 lawor equity 15 TERMINATION The 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 Seller of a "Nonce 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 14. herein 16 FORCE MAJEURE Neither party shall be held responsible for losses, resulting if the fulfillment of any terms of provisions 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 17 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 die 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. 18 WAIVER. No claim or right arising out of a breach of this contract can be discharged in whole or in pan by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in witting signed by the aggrieved party 19 INTERPRETATION -PAROLE EVIDENCE This writing, plus any specifications for bids and performance provided by Buyer to its advertisement for bids, and any other documents provided by Seller as part of his bid, is intended by the parties as a final expression of their agreement and intended also m a complete and exclusive statement of the terms of their agreement Whenever a term defined by the Uniform Commercial Code is used in this agreement, the definition contained in the Code is to control 20 APPLICABLE LAW This agreement shall be governed by the Uniform Commercial Code Whereever 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 agreement 21 RIGHT TO ASSURANCE Whenever one party to this contract in good faith has reason to question the other parry's intent to perform he may demand that the other party give written assurance of his intent to perform In the event that a demand is made and no assurance is given within five (5) days, the demanding party may treat this failure as an anticipatory repudiation of the contract 22 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 anymse 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 subSeller or assignee or its employees, if any, and the Seller shall, at his own expense, appear, defend and pay all charges of attorneys and all costs and other expenses ansing therefrom of incurred in connection therewith, and, if anyjudgment 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 limn the responsibility to indemnify, keep and save harmless and defend the Buyer as herein provided 23 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 of this agreement 24 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 origin in consideration for an award 25 NON -ARBITRATION The City reserves the right to exercise any right or remedy to it by law, contract, equity, or otherwise, including without limitation, the right to seek any and all forms of relief in a court of competent junsdiction Further, die City shall not be subject to any arbitration process prior to exercising its unrestricted nght to seek judicial remedy The remedies set forth herein are cumulative and not exclusive, and maybe exercised concurrently To the extent of any conflict between this provision and another provision in, or related to, this document, this provision shall control 26 RIGHT TO AUDIT At any time during the term of the contract, or thereafter, the City, or a duly authorized audit representative of the City or the State of Texas, at its expense and at reasonable times, reserves the right to audit Contractor's records and books relevant to all services provided to the City under this Contract In the event such an audit by the City reveals any errors or overpayments by the City. Contractor shall refund the City the full amount of such overpayments within thirty (30) days of such audit findings. or die City, at its option, reserves the right to deduct such amounts owing the City from any payments due Contractor 27 ASSIGNING OR SUBLETTING THE CONTRACT The Contractor shall not assign or sublet the contract, or any portion of die contract, without written consent from the Director of Purchasing and Contract Management Should consent be given, the Contractor shall insure the Subcontractor or shall provide proof on insurance from the Subcontractor that complies with all contract Insurance requirements 29 HOUSE BILL 1295 DISCLOSURE OF INTERESTED PARTIES House Bill 1295. adopted by the 84th Legislature, created §2252 908, Texas Government Code Section 2252 908 requires a business entity entering into certain contracts with a governmental entity or state agency to file with the governmental entity or state agency a disclosure of interested parties at the time the business entity submits the signed contract to the governmental entity or state agency Instructions for completing Form 1295 are available at Flip' w a lubtmcl. tx _a. dcpartncn[.�I�Ke�51[3...�Iy�Ltnreni;�urchaa.:g'y.zndul.-1n14.r�ynli.gn 30 CONTRACTOR ACKNOWLEDGES, by supplying any Goods or Services that the Contractor has read fully understands, and will be in full compliance with all terms and condemns and the descriptive matenal contained herein and any additional associated documents and Amendments The City disclaims any terms and conditions provided by the Contractor unless agreed upon in writing by the pares In the event of conflict between these terms and conditions and any terms and conditions provided by the Contractor, the terms and conditions provided herein shall prevail The terns and conditions provided herein are the final terms agreed upon by the parties, and any prior conflicting terms shall be of no force or effect 31 TEXAS GOVERNMENT CODE, CHAPTER 2252 The undersigned representative of the undersigned company or business, being an adult over the age of eighteen (18) years of age, pursuant to Texas Government Code, Chapter 2252, Section 2252 152. unify, that the company named above is not listed on the websue of the Comptroller of the State of Texas concerning the listing of companies that are identified under Section 806 051, Section 807 051 or Section 2253 153 I further certify that should the above -named company enter into a contract that is on said listing of companies on the websue of the Comptroller of the State of Texas, which do limmess with Iran. Sudan or any Foreign Terronst Organization, I will immediately notify the City of Lubbock Purchasing and Contract Department 32 TEXAS GOVERNMENT CODE, CHAPTER 2270 This section applies only to a contract that (1) is between a governmental entity and a company with 10 or more full-time employees, and (2) has a value of $100,000 or more that is to be paid wholly or partly from public funds of the governmental entity (b) A governmental entity may not enter into a contract with a company for goods or services unless the contract contains a written verification from the company that it (1) does not boycott Israel, and (2) will not boycott Israel during the term of the contract 33 TEXAS PUBLIC INFORMATION ACT The requirements of Subchapter J. Chapter 552, Government Code, may apply to this contract and the contractor or vendor agrees that the contract can be terminated if the contractor or vendor knowingly or intentionally fails to comply with a requirement of that subchapter To the extent Subchapter 1, Chapter 552, Government Code applies to this agreement, Pursuant to Section 552 301(c) of the Texas Government Code, the City of Lubbock has designated the following email address for which public information requests may be made by an entailed request Please send this request to this emml address for a to beprocessed wFfir mwlubb Ck us REV 9.7021 Avidbots 97S Gleams Road, Unit 5, Kitchener, ON CANADA N2E 3Z5 B 011o: Lubbock Preston Smith InternationalAirpoes CBA Kell Cam bell 5401 N Martin L Kina Blvd Bfllin Address Une 2 USA Texos Lubbock 179403 806-317-8287 VATa/Tax ID a 75-600-OS90 Considerations: Already paid $13,750 for 4 months -deducted 90%of the Spec al Instructions/Nines: price o8ofinitial price -Contract Number P520005 Order Form Quantity SKU Description Robot Issue Date: Expiry Date: Type of Purchase Customer POM Payment Terms Shipping Terms Lubbock Preston Smith hrtemalloral AI R Alan Kirkham 5410 N Martin L King Blvd Address Une 2 USA JTexas Lubbock 794,13 806-317-8287 Sh ppl, Dock No Shigong time Immediate Sh1 Dock Number Dock Loadi Engineering Modification No Needs CE No RB Software No 1 SM76-02 NEO 2.0, 321NCH DISC CH, NORAM RADIO Urge Linatex Squeegee Red Disc Pad Blue Light Home Base Hardware 1 700090-01 Includes Accessories Starter Kit 6 x AGM Batteries Lift lack Battery Charger Deployment —Training and Setup Package 1 800092-01 Includes 2.0 - "Neo Support' Software Subscription- First Year 1 998-00-0051 Includes Annual Preventative Maintenance Program - Gold Plan - First Year Cleaning Plan Generation rin Remote Monitog & Assistance Tech Support Service Team Accessories & Add-Ons Robot SKU 80003701 Extended Operation Kit, Neo 2.0 1 999-00-0005 800076-02 „ Months AT&T 998-00-0050 DEPLOYMENT - TRAINING AND SETUP PACKAGE (2SOK SF FACILITY) Support & Maintenance Payment Structure Term Quotation and Pricing strictly confidential whether or not a Non-Disdosu,e Agreement Is signed Above USD Subtotal prices are exclusive of applicable duties, import/export fees and taxes Warranty is one (1) year from manufacturers delivery on parts and one (1) year on labor By signing this Order Farm, you agree to the terms and conditions attached Customer Signature: Customer Name (Primed): 2022-03-01 2022-03-31 Purchase PO Net 30 DAP (Destination Airport) Deal ent Contact Alan Kirkham O s Su etvisor kkk ku 806-317-8287 Sales ,son: Nick Rudovic Unit Rice Discount per Unit Total(USD) $ 66,713.00 -$ 14,375.00 $ S2,339.00 included included included $ 4,542.00 $ - $ 1,200.00 $ 1,200.00 $ 500.00 Subtotal: 53 538.00 Shipping: Taxes: $ �taf D u n st: Signed Date: The Individual(s)signingthisAgreement represent andwarrantthat Ll"Yare empoweredand dulyauth.,i d to bind Lubbock Preston Smith International Airport to thisAgreement accordingto Itsterms. Confidential between Avldbots Corp and Lubbock Reston Smith International Airport. Avidbots InibalHem; 975 Bleams Road, Unit 5, Kitchener, ON CANADA N2E 3Z5 Purchase Terms and Conditions We are excited that you have chosen to purchase the Avidhots robot(s) and ancillary goods (the "Robot(s)") and/or certain subscription and preventative maintenance services relat,ng to the Robot(s) , as further described on the attached Order Form (the "Order Form") When we say "you" or "your', we mean both you and the entity or firm you're authorized to represent, as set out on the Order Form. When we say "we', "our' or "us", we're talking about the Avidbots entity, as set out on the Order Form These terms and conditions and the Order Form (together, th,s "Agreement") is a legal agreement between you and us, and describes the terms governing your purchase of the Robot(s) and/or related services. Purchase. By signing the Order Form or paying any amounts to us, you are agreeing to purchase the Robot(s) and/or related services set out on the Order Form on the 1. following terms and conditions of sale. We reject any terms contained an your purchase order or an any other document provided to us, and any other terms will not form part of this Agreement All sales are final. We do not accept returns or exchanges on the Robots) or any service. Prices and Payment Terms. You agree to pay the purchase price and/or the subscription and ma, ntenance fees set out on the Order Form at the times set out in the Order Form. Payment terms are set out on the Order Farm. Subscription and service fees are payable in advance and are non refundable. All amounts In this Agreement are quoted 2. In the currency Indicated on the Order Farm. YoJre responsible for paying all other external fees, charges and taxes assooated with your purchase of the Robot(s) and/or related services, wherever levied, other than taxes on our net Income. We have the right to charge you late Interest an any overdue payments at the rate of 15%, or the maximum rate permitted by law, whichever Is less. Delivery. We will aim to deliver the Robot(s) to you by the date set out on the Order Form, but you acknowledge that delivery may be delayed. Unless the Order Form has 3. different delivery terms, delivery terms are DAP. Title to the Robot(s) will transfer to you upon delivery of the Robot(s) at the named destination.