CM-2019-0222 - 7/19/2019CITY OF ROUND ROCK AGREEMENT FOR
PURCHASE AND INSTALLATION OF
METAL SHADE STRUCTURE AT
RA13B PAVILION IMPROVEMENT PROJECT
WITH
PLAYWORKS, INC.
THE STATE OF TEXAS §
CITY OF ROUND ROCK §
§
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
KNOW ALL BY THESE PRESENTS:
THAT THIS AGREEMENT for the purchase and installation of a metal shade structure
for Rabb Pavilion at 3300 East Palm Valley Boulevard, Round Rock, Texas 78665, and for
related gVIOCIK,
nd services (referred to herein a the "Agreement"), is made and entered into on
this theday of the month of , 2019 by and between the CITY OP
ROUND a Texas home -rule mu pality, lose offices are located at 221 East Main
Street, Round Rock, Texas 78664-5299 (referred to herein as the "City"), and PLAYWORKS,
INC., whose offices are located at 4743 Iberia Avenue, Suite C, Dallas, Texas 75207 (referred to
herein as "Vendor").
RECITALS:
WHEREAS, City desires to purchase certain deliverables and installation services,
specifically, a metal shade structure for the Rabb Pavilion, and City desires to procure same from
Vendor; and
WHEREAS, City is a member of the Buy Board Cooperative Purchasing Program ("Buy
Board") and Vendor is an approved Buy Board vendor; and
WHEREAS, City desires to purchase of certain goods and services from Vendor through
Buy Board Contract No. 512-16 as set forth herein; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties, and obligations;
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is
mutually agreed between the parties as follows:
00426879/ss2
044'1- 20141, 62 2 2.
1.01 DEFINITIONS
A. Agreement means the binding legal contract between City and Vendor whereby
City is obligated to buy specified goods and Vendor is obligated to sell same. The Agreement
includes Vendor's Proposal dated May 28, 2019 (attached as Exhibit "A").
B. City means the City of Round Rock, Williamson and Travis Counties, Texas.
C. Effective Date means the date upon which the binding signatures of both parties
to this Agreement are affixed.
D. Force Majeure means acts of God, strikes, lockouts, or other industrial
disturbances, acts of the public enemy, orders of any kind from the government of the United
States or the State of Texas or any civil or military authority, insurrections, riots, epidemics,
landslides, lightning, earthquakes, fires, hurricanes, storms, floods, restraint of the government
and the people, civil disturbances, explosions, or other causes not reasonably within the control
of the party claiming such inability.
E. Goods mean the specified supplies, materials, commodities, or equipment.
F. Services mean work performed to meet a demand or effort by Vendor to comply
with promised delivery dates, specifications, and technical assistance specified.
2.01 EFFECTNE DATE, TERM, PRICES FIRM
A. This Agreement shall be effective on the date this Agreement has been signed by
each party hereto, and shall remain in full rorce and effect unless and until it expires by operation
of the term indicated herein, or is terminated or extended as provided herein.
B. This Agreement shall terminate upon the purchase and installation of all goods
and services as described in Exhibit "A."
C. Prices shall be firm for the duration of this Agreement. No separate line item
charges shall be permitted for invoicing purposes, including but not limited to equipment rental,
demurrage, costs associated with obtaining permits, or any other extraneous charges.
D. City reserves the right to review the relationship with Vendor at any time, and
may elect to terminate this Agreement with or without cause or may elect to continue.
3.01 CONTRACT DOCUMENTS AND EXHIBITS
The goods and services which are the subject matter of this Agreement are described in
Exhibit "A" and, together with this Agreement, comprise the Contract Documents. Any
inconsistencies or conflicts in the contract documents shall be resolved by giving preference to
the terms and conditions of this Agreement.
4.01 SCOPE OF WORK
Vendor shall satisfactorily provide all goods and complete all services described in
Vendor's Proposal, Exhibit "A," attached hereto and incorporated herein.
This Agreement shall evidence the entire understanding and agreement between the
parties and shall supersede any prior proposals, correspondence or discussions.
Vendor shall satisfactorily provide all deliverables and services described in Exhibit "A"
within the contract term specified. A change in the Scope of Services must be negotiated and
agreed to in all relevant details, and must be embodied in a valid Supplemental Agreement as
described herein.
5.01 CONTRACT AMOUNT
A. In consideration for the deliverables and services related to the deliverables, the
City agrees to pay Vendor Fifteen Thousand Fifty -Three and 76/100 Dollars ($15,053.76) for
the goods and services set forth in Exhibit "A."
6.01 INVOICES
All invoices shall include, at a minimum, the following information:
A. Name and address of Vendor;
B. Purchase Order Number;
C. Description and quantity of items received or services provided; and
D. Delivery or performance dates.
7.01 NON -APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of City's current revenues only. It is understood and
agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year
if the governing body of City does not appropriate funds sufficient to purchase the services as
determined by City's budget for the fiscal year in question. City may effect such termination by
giving Vendor a written notice of termination at the end of its then current fiscal year.
8.01 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to
Vendor will be made within thirty (30) days of the day on which City receives the performance,
supplies, materials, equipment, and/or deliverables, or within thirty (30) days of the day on which
the performance of services was complete, or within thirty (30) days of the day on which City
receives a correct invoice for the performance and/or deliverables or services, whichever is later.
Vendor may charge interest on an overdue payment at the "rate in effect" on September 1 of the
fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas
Government Code, Section 2251.025(b); however, this Policy does not apply to payments made
by City in the event:
A. There is a bona fide dispute between City and Vendor, a contractor, subcontractor
or supplier about the goods delivered or the service performed that cause the
payment to be late; or
B. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
C. There is a bona fide dispute between Vendor and a subcontractor or between a
subcontractor and its supplier about the goods delivered or the service performed
that causes the payment to be late; or
D. Invoices are not mailed to City in strict accordance with instructions, if any, on the
purchase order or the Agreement or other such contractual agreement.
9.01 GRATUITIES AND BRIBES
City may, by written notice to Vendor, cancel this Agreement without liability to Vendor
if it is determined by City that gratuities or bribes in the form of entertainment, gifts, or otherwise
were offered or given by Vendor or its agents or representatives to any City officer, employee or
elected representative with respect to the performance of this Agreement. In addition, Vendor
may be subject to penalties stated in Tide 8 of the Texas Penal Code.
10.01 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in Vendor's charges,
11.01 ORDERS PLACED WITH ALTERNATE SERVICES PROVIDERS
If Vendor cannot provide the goods as specified, City reserves the right and option to
obtain the products from another supplier or suppliers.
12.01 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Katie Baker
Parks Development Manager
City of Round Rock
301 W. Bagdad Avenue, Suite 250
Round Rock, Texas 78664
13.01 INSURANCE
Vendor shall meet all City of Round Rock Insurance Requirements set forth at insurance
requirements as required by the City's Purchasing Department as set forth at:
http://www.roundrocktexrs.gov./wp-content/uploads/2014/12/corr insurance 07.201 l2 ndf
14.01 RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith, has reason to question the other
party's intent to perform hereunder, then demand may be made to the other party for written
assurance of the intent to perform. In the event that no written assurance is given within the
reasonable time specified when demand is made, then and in that event the demanding party may
treat such failure as an anticipatory repudiation of this Agreement.
15.01 DEFAULT
If Vendor abandons or defaults under this Agreement and is a cause of City purchasing
the specified goods elsewhere, Vendor agrees that it may be charged the difference in cost, if any,
and that it will not be considered in the re -advertisement of the service and that it may not be
considered in future bids for the some type of work unless the scope of work is significantly
changed.
Vendor shall be declared in default of this Agreement if it does any of the following:
A. Fails to fully, timely and faithfully perform any of its material obligations
under this Agreement;
B. Fails to provide adequate assurance of performance under the "Right to
Assurance" section herein; or
C. Becomes insolvent or seeks relief under the bankruptcy laws of the United
States.
16.01 TERMNATION AND SUSPENSION
A. City has the right to terminate this Agreement, in whole or in part, for
convenience and without cause, at any time upon thirty (30) days' written notice to Vendor.
B. In the event of any default by Vendor, City has the right to terminate this
Agreement for cause, upon ten (10) days' written notice to Vendor.
C. Vendor has the right to terminate this Agreement only for cause, that being in the
event of a material and substantial breach by City, or by mutual agreement to terminate
evidenced in writing by and between the parties.
D. In the event City terminates under subsections (A) or (B) of this section, the
following shall apply: Upon City's delivery of the referenced notice to Vendor, Vendor shall
discontinue all services in connection with the performance of this Agreement and shall proceed
to cancel promptly all existing orders and contracts insofar as such orders and contracts are
chargeable to this Agreement. Within thirty (30) days after such notice of termination, Vendor
shall submit a statement showing in detail the goods and/or services satisfactorily performed
under this Agreement to the date of termination. City shall then pay Vendor that portion of the
charges, if undisputed. The parties agree that Vendor is not entitled to compensation for services
it would have performed under the remaining term of the Agreement except as provided herein.
17.01 INDEMNIFICATION
Vendor shall defend (at the option of City), indemnify, and hold City, its successors,
assigns, officers, employees and elected officials harmless from and against all suits, actions,
legal proceedings, claims, demands, damages, costs, expenses, attorney's fees, and any and all
other costs or fees arising out of, or incident to, concerning or resulting from the fault of Vendor,
or Vendor's agents, employees or subcontractors, in the performance of Vendor's obligations
under this Agreement. Nothing herein shall be deemed to limit the rights of City or Vendor
(including, but not limited to the right to seek contribution) against any third party who may be
liable for an indemnified claim.
18.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
A. Vendor, its agents, employees and subcontractors shall use best efforts to comply
with all applicable federal and state laws, the Charter and Ordinances of the City of Round Rock,
as amended, and with all applicable rules and regulations promulgated by local, state and national
boards, bureaus and agencies.
B. In accordance with Chapter 2270, Texas Government Code, a governmental entity
may not enter into a contract with a company for goods or services unless the contract contains
written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott
6
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Israel and will not boycott Israel during the term of this contract. The signatory executing this
Agreement on behalf of Vendor verifies Vendor does not boycott Israel and will not boycott
Israel during the term of this Agreement.
19.01 ASSIGNMENT AND DELEGA110N
The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Agreement. Neither party shall
assign, sublet or transfer any interest in this Agreement without prior written authorization of the
other party.
20.01 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
1. When delivered personally to the recipient's address as stated in this Agreement;
or
2. Three (3) days after being deposited in the United States mail, with postage
prepaid to the recipient's address as stated in this Agreement.
Notice to Vendor:
Playworks, Inc.
4743 Iberia Avenue, Suite C
Dallas, Texas 75207
Notice to City:
City Manager Stephan L. Sheets, City Attorney
221 East Main Street AND TO: 309 East Main Street
Round Rock, TX 78664 Round Rock, TX 78664
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Vendor.
21.01 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms or conditions
herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be
governed by and construed in accordance with the laws and court decisions of the State of Texas.
22.01 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Vendor and City. This Agreement may only be amended or supplemented by mutual agreement
of the parties hereto in writing, duly authorized by action of the City Manager or City Council.
23.01 DISPUTE RESOLUTION
City and Vendor hereby expressly agree that no claims or disputes between the parties
arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration
proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9
USC Section l -14) or any applicable state arbitration statute.
24.01 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion or provision of this Agreement void shall in no
way affect the validity or enforceability of any other portion or provision of this Agreement. Any
void provision shall be deemed severed from this Agreement, and the balance of this Agreement
shall be construed and enforced as if this Agreement did not contain the particular portion or
provision held to be void. The parties further agree to amend this Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the
stricken provision. The provisions of this section shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
25.01 MISCELLANEOUS PROVISIONS
Standard of Care. Vendor represents that it employs trained, experienced and
competent persons to perform all of the services, responsibilities and duties specified herein and
that such services, responsibilities and duties shall be performed in a manner according to
generally accepted industry practices.
Force Majeure. Neither City nor Vendor shall be deemed in violation of this Agreement
if it is prevented from performing; any of its obligations hereunder by reasons for which it is not
responsible as defined herein. However, notice of such impediment or delay in performance must
be timely given and all reasonable efforts undertaken to mitigate its effects.
Multiple Counterparts. This Agreement may be executed in multiple counterparts, any
one of which shall be considered an original of this document; and all of which, when taken
together, shall constitute one and the same instrument.
MOM
IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates
indicated.
City of Round Rock, Texas Playwo ks, Inc.
By: �l� By:
Printed a e:"' 1A Printed N
• Title:
Title: S `
_
Date Signed: �— . Date Signed:
Attest:
ByJ-:
.. - Me awe sQwKs
For C4an-St
ved as to orm:
By:
Steets, City Attorney
PlaY,'Wor
kka, Ino
Athletic, Park, and Playground Equipment
Serving Tuna, Naw Motu. . Oklahoma, mC Arkansas shoe 1059
City of Routed Rock
Accounts Payable
221 East Main Street
Round Rock, TX 78564
Phone: (512) 218.5547
NET 30
Exhibit "A"
www.playwellgroup.com
800.726-1816 QUOTE4 6r2612ta1
505.296.8900 (fax)tsa
City of Round Rock -Old Settlers Park RC
Rachel Morris
950 Harrell Parkway
Round Rock, TX 78565
Phone: (512) 341-3375
CES I VALLIAMSON 1 6/2812019
BUY80ARD #1511-16 BUYBOARD CONTRACT 8612-16 EXPIRES 9/3012019 1 ^ _ 0.00 .�. 0.00
OPTION THREE
INSTALL TA MASON... INSTALL (1) AIONOSLOPE 20'X50' SHELTER TO INCLUDE DIGGING 1 15,053.76 '16,053.76
AND CREATION OF (6) CONCRETE PIERS ENGINEERED BY ICON
PERMITS PERMITTING 1 0.00 0.00
No permitting or windstorm enginooring for permitting Is included
unless spocificaliy noted.
ROCK & CONCEALED ROCK AND CONCEALED CONDITIONS CLAUSE 1 0.00 0.00
PlayWorks, Inc. reserves the right to charge for additional manpower
and equipment rental if subcontractors encounter rock or other
concealed conditions that cannot be penetrated to drill Installation
holes with a mechanical auger or concealed conditions that prohibit
drilling. Every effort will be mads prior to installation to determine If
additional rock charges or charges related to concealed conditions
may be required. PlayWole's Sales Associate will notify you and meet
with you at the work site to review tho condltlons requiring additional
charges.
QUOTE VALID FOR 30 DAYS. Install will be ordered upon receipt of written I TOTAL $1S,D53.76
approvals and/or deposit.
PLEASE REMIT PAYMENT TO:
PLAYWORKS, INC.
9430 SAN MATEO BLVD„ NE, UNIT G
ALBUQUERQUE, NM 87113
Date Signature
93
Exhibit "A"
PLAYWORKS INC.
Toll Free: (800)726-1816 Fax: (505) 296.8900
Texas comer—ate Office Arkansas Sales ONlce "I amosaineffice N4 w Mexico Sales O c
4743 Iberia Ave., Suite C 6929 JFK Blvd, Suite 20-16 5030 North May, Suite 129 Processlnp Center -Payments
DoHas T875207 N tittle Rock, AR 76116 Oklahoma City, Orf 73112 9430 Sart Mateo Blvd NF unit a
Albuquerque, NIW87113
TERMS AND CONDITIONS
INVOICE TERMS
Tax funded and bonded projects only Net 30 days. Finance charge of 1.5% per month or maxlmum allowable by law
will be added to past due balance. All other entitles required 50% down and balance due upon completion.
OPEN ACCOUNT
Credit terms aro available to municipalities, government agencies, school systems, bonded contractors, and
businesses (with prior approved credit). To establish credit your organization must have a satisfactory rating with
Dun & Bradstreet and provide three credit references. To establish credit, your initial order must total at least
$10,000.00. 50% deposit Is required on all orders from non -tax funded entities. Prepayment may be required for any
order at PlayWorks, Inc. sole discretion.
METHODS OF PAYMENTS
MasterCard, Visa, American Express, money order, checks. Sorry no C.O.D. orders.
CO-OP CONTRACT'S
Available for Co-Op's and agency accounts on many items.
PLAYGROUND SURFACING WARNING
All play equipment must be Installed over impact absorbing surface. Go to www.cossc..00v for more information.
ROCK AND CONCEALED CONDITIONS CLAUSE
PlayWorks, Inc, reserves the right to charge for additional manpower and equipment rental if subcontractors
encounter rock or other concealed conditions that cannot be penetrated to drill installation holes with a mechanical
auger or concealed oonditlons that prohibit drilling. Every effort will be made prior to installation to determine If
additional =k ch rges or charges related to concealed conditions may be required. PlayWell's Sales Associate will
notify you and meet with you at the work site to review the conditions requiring additional charges.
SITE ACCESS
First off, you'll need a level site to make it free of any obstacles that might encroach upon the required fall zone for
your design. Dig -Tess (11 (800) Dlg-Tess) will call all the possible utility companies that may have underground cables
or piping running beneath the play area to mark where their runs might be. The site for equipment to be Installed
must be accessible by heavy machinery (trucks, trailers, and Bobcats). In the event this equipment Is used at your
site, please note there may be signs of access afterwards. PlayWorks, Inc. subcontractors will try to keep this to a
minimum.
PERMITTING
No permitting or windstorm onginooring for permitting Is Included unless specifically noted.
WEATHER DELAY
Unusual weather patterns, heavy rain, lightning or thunder conditions, and flooding "acts of God" or natural disaster,
wherein the projoct silo is dotermined to be unworkable. The Installation of your equipment will be delayed.
INSTALLATION WILL BE ORDERED IMMEDIATELY UPON RECEIPT OF WRITTEN
APPROVALS. Please email or fax all pages.
Installation Quote #:
Signature:
Purchase Order #:
Date:
City of Round Rock
} ROUND ROCK
0
Agenda Item Summary
Agenda Number:
Title: Consider executing an Agreement with Playworks, Inc. for the purchase and
installation of a metal shade structure at Rabb Pavilion.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 7/19/2049
Dept Director: Rick Atkins, Director
Cost: $15,053.76
Indexes: General Self -Financed Construction
Attachments: Agreement - signed - PlayWorks, LAF - PlayWorks
Department: Parks and Recreation Department
Text of Legislative File CM -2019-0222
This item will authorize the City Manager to execute an Agreement with Playworks, Inc. for the
purchase and installation of a metal shade structure for the Rabb Pavilion Improvements
Project. This 20'x50' shade structure will replace the two aging carport structures currently being
used by RC Field users. finder this new shade structure, new work benches with electrical
outlets and built-in storage will be installed to provide the RC Field users a much more
functional space.
Located in Old Settlers Park, the Rabb Pavilion Improvements Project includes a variety of
improvements aimed at addressing ADA compliance issues and replacing facilities that have
reached the end of their useful life. Replacing the existing RC Field carports with this new
shade structure will bring the area up to park standards.
Cost: $15,053.76
Source of Funds: General Self -Financed Construction
Wy of Round Rock Page 1 Printed on 7/48/2019