R-2020-0314 - 11/12/2020RESOLUTION NO. R=2020=0314
WHEREAS, the City of Round Rock ("City") desires to purchase and install a fabric shade
structure for Old Settlers Park Adult Recreation Complex Basketball Court Project 2020 at 3300 East
Palm Valley Boulevard; and
WHEREAS, Chapter 271, Subchapter F of the Texas Local Government Code allows for local
governments to participate in cooperative purchasing programs with other local governments; and
WHEREAS, the Buy Board Cooperative Purchasing Program ("Buy Board") i*s a cooperative
purchasing program administered by the Texas Association of School Boards for the purpose of
procuring goods and services for its members; and
WHEREAS, the City is a member of Buy Board; and
WHEREAS, Shade Structures, Inc. is an approved vendor of Buy Board'I
; and
WHEREAS, the City desires to purchase said goods and services from Shade Structures, Inc.
through Buy Board, Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on behalf of the City an
Agreement for Purchase and Installation of Fabric Shade Structure at Old Settlers Park Adult
Recreation Complex Basketball Court Project 2020 with Shade Structures, Inc., a copy of said
Agreement being attached hereto as Exhibit "A" and incorporated herein.
The City Council hereby finds and declares that written notice of the date, hour, place and
subject of the meeting at which this Resolution was adopted was posted and that such meeting was
open to the public as required by law at all times during which this Resolution and the subject matter
hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended.
0112.20202; 00458554
RESOLVED this 12th day of November, 2020.
CRAIG 4OR,Mayor
City of RoundXock, Texas
ATTE S
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9pU4---
SARA L. WHITE, City Clerk
EXHIBIT
"A"
CITY OF ROUND ROCK AGREEMENT FUR
PURCHASE AND 1NSTA:LLA'I'IUN OF
FABRIC SHADE STRUCTURE AT
OLD SETTLERS PARK ADADULT RECREATION COMPLEX
BASKETBALL COURT PROJECT 2020
WITH
SHADE STRUCTURES,INC.
NOWPRESENTS:.K-,- A1.jL BY THESE
THAT THIS AGR.EE:MEN"C for the purchase and install.atioii o:f a fabric shade structure
for Old Settlers Park Adult Recreation Complex Basketball Court Project 2020 at 3300 East
Palm Valley Boulevard, Round Rock, Texas 78665, and for related goods and services (referred
to herein as the "Agreement"), is made and entered into on this the day of tlie month of
2020 by and between. the CITY OF ROUND ROCK, a Texas home-
ruleI municipality, whose offices are located at 221 East Ma*n Streetl Round Rock9 Texas 78664~
�299 to herein as -the "Ci`ty" and SHADE STRUCTURES,ING., -whose offices are
located at 2580 Esters Boulevard.. Suite 100,DFW Airport, Texas 7526i {referred to herein. as
"Vendor").
d"Y 0
RECITALS:
0
'WHEREAS, City desires -to purchase certain deliverables and installation service,
specifically, a shade structure for the Old Settlers Park. Adult Recreation Center Basketball Court
Project 2020 at 3300 East Palm Valley Boulevard, Round Rock Texas, 78655 and City desires to
procure same fromVendoa; and
WHEREAS,
91110011111111 11111111 111111111111 !111 ij�1-3 d � 111"11''oar 1 -e asing Program k is a lCooperahv urc....
of t.h. e .1 uy P h BuyBoard") and Vendor is an arove
d.Buy Board vendor; and
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WHEREAS, City desires to purchase of certain goods and services from Vendor through
Buy Board Contract No. 59?-19 as set forth herein; and
�'JHEREAS, the parties desire to enter into this Agreement to set forth in. writing their
respective rights. duties, and obligations;
W
NOW, THEREFORE.., -W-ITN-ESSETH.
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the sufficiency and receipt of whiclx are hereby acknowledged, it is
mutually agreed between the parties as follows.
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1.01 DEFINITIONS
A. Agreement means the binding legal contract between City and Vendor whereby
city is obligated to P
s buy ecifiedgoods and. services and Vendor is obligated to sell same. The
Agreement includes Vendor's Proposal dated JulY 30 2020 'attached as Exhibit "A").
It
B. City means the City of Round Rock, Williamson and Travis Counties, Texas.
C. Effective Date means the date upon which the bizlding signatures of both parties
to this Agreement are affixed.
D. Force Majeure means acts of God, strik-es9 lock-outs9 or other industrialal
disturbances, acts of the public encguy, orders of any kind from the government of the United
States or the State of Texas or any civil or m-i*litary authority, i'*nsu ec tj*.ons, riots, epidem-i*cs,
hrestraint thelandslides, lightning, eart. quakes, t'ires. 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 a. Services mean. work peri'ormed to meet a demand or effart by Vendor to comply
with promised delivery dates, specifications, and technical assistance specified.
2.01 EFFECTIVE DATE, TERM, PRICES FIRM
A. This Agreement shall be effective on. the date this Agreement leas been signed by
each. party hereto, and shall remain in. f-ul1 -f-.orce and e-f-fe- ct unless and unti*1. jt expires'by operation.
19is
of the term indicated here -in, or terminated. or extended as provided herein.
te uponcom��letion of purchase and 'nstallatl*on
B. Th1s Agreement shal.1 ternii"na tIle
of the shade structure-. as described in Exhibit "A."
C. Prices shall be firm for the duration o-f this A.Rreement. No se.Parate line item.es s
char9%.-W Purhall be pen-nitted for invoicin�qy,oseincludingbut not limited to equipment rental,
Ps,
demurrage, costs associated wit11 obtaining permits, or any other extraneous charges*
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D. Cityreserves the ri'ght to revi*ew the relationship with Vendor at anytune, 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, cennprise 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.
460.
2
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 understandina and agreement between. the
parties and shall Posanerse
suP a/de anv rior P _,Uordiscussions.rais
Vendor shall. satisfactorily provide all deliverables and services described in Exhibit "A"
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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.
SA1 CONTRACT AMOUNT
In consideration for the deliverables and services related to the deliverables, the City
agrees to pay Vendor One Hundred Fort-y4nFl*ve Thousand Three Hundred Seventy -One and
No/100 Dollars ($145,371..00) for the goods and services set forth in Exhibit "A. 95
6.01 INVOICES
All in -voices shall include, at a minimum, the following information.:
A. Name and address of Vendor;
B a, Purchase Order Number;
C. Description and. quantity of items received or services provided; and
D. Delivery ar performance dates,,
7.O1. NON-APPROPRiATIUN AND FISCAL FUNDING
This Agreement is a commitment of City's current revenues only. It i's understood and
agreed that City shall have the rig.ht to terminatee-this Agreement at the end of any City fiscal year
if the. governing body of City does not appropriate fund.s suffici*ent to purchase the servi*ces as
determined by Cl*ty's budget for the fiscal yearin 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, equipmf;nt, 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
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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 I
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
preventB. The terms of a Federal contract, arant, regulation., or statute 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 i.n strict accordance with instructions, if any, on
the purchase order or the Agreement or other such contractual agreemciit.
9.O1. GRATUITIES AND BRIBES
City may, by written notice to Vendor, cancel this Agreement without liability to Vendor
# E'ts,I*f it is determined by City that gratilitioes or bribes in the form of entertainment, gr.or
otherwise were offered or given by Vendor or its agents or representatives to any Ciry Officer,
employee or el.ected representatl*ve with resPect to the performance o-f this Agreement., in
addition,Vendor maysubjectbe to penalties stated in Title 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.
ALTENATE11*01 ORDERS PLACED WITH 'RVENDORS
If Vendor cannot provide the goods as speci#ied, City reserves the right and option to
obtain the products from another supplier orsuppliers.
12.01 CITY'S REPRESENTATIVE
City hereby designates the following representative authorised to act in its behalf with
regard to this Agreement:
4
Katie Baker
Park Development Manager
City of Round Rock
301 W. Bagdad Avenue, Suite 250
Round Rock,, Texas 786b4
13.01 INSURANCE
Vendor shall meet all City O.-f Round Rock -.Insurance R.equl*rements set forth at j*nsurance
40requireMents as required bY'the De-Partment as set forth atM
I..it-t]D,,,../w-ww.roui.i.(Irock-texW9as (YOV/'Mcon-ten-u'loa`lsi?014/'1.2/corr i*.nsurance 07.201.'1.2.vdf
V_ 4MARMAMPOR MWAMIMM
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14901 RIGHT
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 ntent to perform.. In the event that no written assurance is given with -in the
in tb.e demandingrreasonable ti*me speci:f`ied wben demand is made, then and that event party m-ay
treat such failure as all anticipatory repudiation of this Agreement.
15.O1. DEFAULT
If Vendor abandons or defaults Linder this Agreement
and is a cause of City purchasing
the sP. eci*fied aoods elsewhere, Vendor aarees thatati"tmay be charged the difference in cost, if
any. and that it will not be considered *ill the; re%madvertisenient of the service and that it may not
be considered in future bids fir the same -type of work. unless the scope of work is significantly
changed.
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Vendor shall declared in default o:f this Agreement 1*.-f 1*-t does anyo-f th.e -f.o.11.owi"ng,
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 TERIVIINATIUN 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 (3U) days' written notice to Vendor.
B. In tl1e event of any d.e- fault by Vend.or,
Agreement for cause, upon ten (10)days' written notice to
5
City has the right to terminate this
Vendor,
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co In accordance with Chapter 2?70, Texas Government Code, a governmental entity
may not enter into a contract with a company for goods and services -unless the contract contains
4
-written. verification from -the company that it: (1) does not boycott Israel., and (2) and will not
Is termboycott Israel during the of the contract. The signatory executing this Agreement on behalf
of Vendor verifies that Vendor does not boycott Israel and will not boycott Israel during the terns
ofthis Agreement.
19.01 ASSIGNMENT AND DELEGATION
The each herebybindthemselves, t.her successors assns and 1egal
parties ii9
representatives to each other -with respect to the terms ofthlos Agreement. Neither party shall
assign, sublet or transfer any interestin this A2reement w-ithout prior wri*tten. aauthorization of the
other party.,
20.O1. NOTICES
All notices and other communications in. comlection with this Agreement shall be in
writing and shall. be considered given as -f.oll.ow-s
1. W11en 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:
Shade Structures, Inc.
P.O. Box 3467
Coppel,Texas 75019
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., TY 78664
Nothing contained 1lerein shall. be construed to restrict the transmission of routine
communications between representatives of City and Vendor,
21.01 APPLICABLE LAW; ENFORCEMENT AND VENUE
Tlais Agreement shall be enforceable in Round.Rock, Texas, and if legal action is
necessary by eiiher party with respect to the enforcement of any or all of the terms or conditions
herein, exclusive venue fir 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.
7
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Multiple Counterparts. This Abreement may be executed in multiple counterparts, any
one of which shall be considered an original of thl*s document; an.d all. of whI*ch, whentaken-tog--ether, shall constitute one and the sarneinstrument.
IN WITNESS WHEREOF., City and Vendor have executed this Agreement on the dates
indicated.
City of Round Rock., Texas
By:
40
Printed Name.
Title:
Date Signc,d:
is
A.ttest.,
By:
Sara L. White, City Clerk
.For City, Approved as to Form,:
----------------------------------------------------------------------------------------------------------------- ------ ----- --------------------------- -
Stephan L. Sheets, City Attorney
Shade Struc
By: ��-
Printed Name*
i e In
oiin Saunders
Title* President
Date Signed: 8/28J2020
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U SHADE
Fabric Structures,
713012020
AZ- 289388 CA: 989458 LA: 61718 NV:78724
NM: 383826 TN: 68712 DIR: 1000003533
I 1 101,
;�)HlAuE
& Fabric Structuras,,
Date: 7/30/2020
Proposal for USA SHADE &Fabric Structures
CORPORATE ADDRESS: MAILING ADDRESS: REMITTANCE ADDRESS:
2580 Esters Blvd., Suite 100 P.O. Box 3467 P.O. Box'734158
DFW Airport, TX 75261 Coppel, TX 75019 Dallas, TX 75373,-4158
SOUTHERN CALIFORNIA: NORTHERN CALIFORNIA: ARIZONA: LAS VEGAS:
1085 N. Main Street, Suite C 927 Enterprise Way, Suite A 2452 W. Birchwood Ave, Suite 11/2 6225 S. Valley View Blvd., Suite I
Orange, CA 92867 Napa, CA 94558 Mesa, AZ 85202 Las Vegas., NV 89118
NOTE: This message is intended only for the use of the individual to whom it is addressed, and contains information that is privileged, confidential, and
exempt from disclosure under applicable law. If you are not the intended recipient, or the employee or agent responsible for delivering this message to the
intended recipient, you are hereby notified that any unauthorized disclosure, distribution, or copying of this communication is strictly prohibited. If you have
received this communication in error, please notify us immediately by phone and return the original message to the applicable address above.
www,usa-shade.com 800-966-5005
AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM- 383826 TN: 68712 DIR- 1000003533
...............
. . .......... ....
...SAS:HADE
Fabric
Structure Pricing
----------- ------
----
-----------------
Unit Quantity:
FOUndations By
U S A Shade
Unit Type:
402 SS Hip
Grout Installation
USA Shade.
.... ......
...........
ra Structure Size-
63'x 114'
Base
e Attachment:
Recessed Base Plate
i. "MM
---------------
....•.......
.......... ...
.. ........ .............. Entry
. .......... . . ...... ... .. ... ... . ... .. ........
16
Footing Type:
Drilled Pier
............
No of Colui -fins:
8
Anchor Bolts:
Included
No of f abt c Tops -
Concrete Cutting:
Not InClUded
Fabric Type.
Extreme 32
Dirt Removal.
Included
Fabric Color:
TBD
Surface Type:
Dirt
Steel Finish.
Powder Coated
M TES
Ste el Color:
MD
As per Board Contract 92-199
MENElectrical Provisions:
N/A
Cable/HDW Finish,
Galvanized
WWW.Usa-shade-com 800-966-5005
AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR: 1000003533
A 0*0 A6"AL)
Fabric Structures,,,
USA SHADE reserves the right to implement a surcharge for significant increases in raw materials, including the following, but
not limited to: fuel, steel , fabric, and concrete. Proposal pricing is only valid for 30 days clue to the fluctuation in pricing. Due
to recent significant increases experienced in raw steel and fabric materials, it may be necessary to order, invoice, and receive
payments for steel and fabric as soon as final sizing can be determined.
Building Code I B C 201.
Wind Load 95 mph
Snow Load 5 psf
Drawing Size I II X 17
No. of Seaied Drawings 1 2
CaICUlations ReqUired I No
www.usa-shade,com 800-966-5005
AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 38382^0 TN: ^08712 DR 1000003533
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Construction Assumptions
1) The designated area for our structures will be accessible by drive -up for unloading of our trucks and equipment, including personnel man -lifts, forklifts,
etc. Should a crane be required and direct access not available, additional costs for such will be submitted by a Change Order.
2) Our pricing is based on the ability to perform all of our work with clear, sequential, and continuous access without interruption during normal daytime
working hours. We have assumed one mobilization for the installation of foundations, steel and fabric; if additional mobilizations are required, there will
be an additional charge. We will require exclusive access to the area for our work during the construction process,
3) Our pricing does not include daily site delays accessing the work areas. USA SHADE will submit a Change Order for any delays caused by other trades
which interfere or cause us to stop working,
4) Pricing assumes secure storage and adequate lay down area for our tools, equipment, and materials, within close proximity to the installation site will
be provided, free of charge.
S) tour price assumes others to provide 2aa-amp, 110-volt electrical service and necessary potable water available within 10o feet of our work.
6) ONe will require site sanitary facilities and refuse containers by others within Zoo feet of our work,,
7) USA SHADE will leave its work and materials in a clean condition at the conclusion of our work.
8) Barricades and public security requirements are not included.
9) Unless specifically included in phis proposal, this agreement does not 'Include, and Company will not provide, services, labor, or materials far any ofthe
following work: (a) removal and disposal of any materials containing asbestos or any hazardous materials as defined by the EPA; {b) moving Owner's
property around the installation site; {c) repair or replacement of any Purchaser or Owner -supplied materials; or (dj repair of damage to existing surfaces
that may occur when construction equipment and vehicles are being used in the normal course of construction.
iQ) Pricing for foundation design is based on drilled pier footings. In the event the geotechnical report requires an alternate configuration., any additional
costs incurred will be submitted to the client by a Change Order,
11y Digging of our foundations will not be constrained by any existing concrete or utilities. U5A5HAOE will not be responsible for moving or repairing any
underground utility lines such as electrical, telephone, gas, water, or sprinkler lines that may be encountered during installation.
12} Any additional costs incurred as a result of hard rock conditions requiring extra equipment, utility removal or repair., resulting in delay, will result in
additional charges unless they are detailed on as -built site drawings provided to USA SHADE or marked on the ground and communicated to USA SHADE in
writing prior -to installation.
---------- - --- --- ---------------- -------------------- - ------ -- ----------- ----
------------ - -
------------
-------------
- -- ------------- GENERAL TERMS &CONDITIONS AND WARRANTY
----- --------- -- ---------------- ---- - ------------ ------- - - ---------- - -----
1} Pr�vsal: The above proposal is valid for 30 days from the date first set forth above. After 30 days, we reserve the right to increase prices due to the rise
in cost of raw materials, fuel, or other cost increases. When applicable, USA SHADE & Fabric Structures reserves the right to implement a surcharge for
significant increases in raw materials,, including, but not limited to; fuel, steel, and concrete. true -to the duration of time between proposals,, contracts,,
and final installation, USA SHADE &fabric Structures reserves the right to implement this surcharge, when applicable,.
Zj Purchase: By executing this proposal, or submitting a purchase order pursuant to this proposal (which shall incorporate the terms of this agreement
specifically by reference) which is accepted by USA SHADE & Fabric Structures (the "Company"), the purchaser identified above ("you" or the "Purchaser")
agrees to purchase Shade Structures brand shade structures ("Struetures")aid the services to be provided by the Company, as detailed in the "Structure
Pricing" and "General Scope of Work" sections of this agreement, above, or in the relevant purchase order accepted by the Company, for use by Purchaser
or for installation by Company or Purchaser on behalf of a third -party who will be the ultimate owner of the Structures (the ultimate owner of a Structure,
whether Purchaser or a -third-party, being the "Owner").
3) Short Ship Claims: Purchaser has 15 days from receipt of the structures to file a short ship report in writing to its sales representative. Company will not
honor claims made after this time.
wwwmsatashadexom 800-966-5005
AZ:289388 CA:989458 LA:61718 NV:78724 NV:78724 NM:383$26 TN:68712 DIR:1000003533
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4) Standard Exclusions: Unless specifically included under the "General Scope of Work" section above, this agreement does not 'Include, and Company will
not provide, services, labor, or materials for any of the following work: (a) removal and disposal of any materials containing asbestos or any hazardous
materials as defined by the EPA; (bj moving Owner's property around the installation site; (c} repair or replacement of any Purchaser or Owner -supplied
materials; {d) repair of concealed underground utilities not located on prints supplied to Company by Owner during the bidding process, or physically
staked out by Owner, and which are damaged during construction; or (e} repair of damage to existing surfaces that may occur when construction
equipment and vehicles are being used in the normal course of construction.
-s 5) Bonding Guidelines. If Purchaser will use or provide the Structures and Services for an Owner other than Purchaser (Including, without limitation, as a
subcontractor of Purchaser), Purchaser will include the following statement in Purchaser's contract with Owner:
"The manufacturer's warranty for the Shade Structures brand shade structures is a separate document between USA SHADE & Fabric Structures and
the ultimate owner of the Shade Structures brand shade structures,, which will be provided to the ultimate owner at the time of completion of the
installation and other services to be provided by USA SHADE & Fabric Structures, Due to surety requirements, any performance and/or payment
bond will cover only the first year of the USA SHADE & Fabric Structures warranty."
80
6} Insurance Requirements: Company is not required to provide any insurance coverage in excess of Company's standard insurance,, A copy of the
it
Company's standard 'insurance is available for your review prior to acceptance of the Company's proposal.
7) Pavrment: Terms of payment are defined in the'°Pricing Details" section and are specific to this contract. For purposes of this agreement, "Completion" is
defined as being the point at which the Structure is suitable for its intended use, the issue of occupancy consent, or a final building department approval is
issued, whichever occurs first. In any event where Completion cannot be effected due to delays or postponements caused by the Purchaser or Owner,
final payment (less 10% retainage) is due within 30 days of the date when Completion was scheduled, had the delay not occurred. All payments must be
made to Shade Structures, Inc., P.ae Box 7343.58, Dallas, TIC i5373-4158. If the Purchaser or Owner fails or delays ire making any scheduled milestone
payments, the Company may suspend the fulfillment of its obligations hereunder until such payments are made, or Company may be relieved of its
obligations hereunder if payment is more than 60 days past due. Company may use all remedies available to it under current laves 'including, but not
Is
limitedto, filing of liens against the property and using a collection agency or the courts to secure the collection of the outstanding debt.
8) Lien Releases: Upon request by Owner,, Company will issue appropriate partial lien releases as corresponding payments are received from Purchaser, but
NWA%%M
prior to receiving final payment from Purchaser or Owner. Company will provide a full release of liens upon receipt of final payment. In accordance with
state laws, Company reserves the right tv place a lien on the properiy if final payment has not been received 10 days prior to the filing deadline for liens.
to
9) Site PlanPerr�sit/s, Perm�t Fees, Plans,Drawings, d Sur°�r��in�: Site plan approval, permits, permit fees, plans, engineering
Engineering
drawings, and surveying are specifically excluded from this agreement and the Services unless specified under the "General Scope of Work". The Company
does not in any way warrant or represent that a permit or site plan approval for construction will be obtained. Sealed engineered drawings that are
required but not included in the "General Scope of Work" will result in an additional cost to Purchaser.
10j Manufacturin& Delive Manufacturing lead-time from Company's receipt of the "Notice To Proceed" is approximately 6 to S weeks for standard
structures, and 8 fio 12 weeks for custom structures. Delivery is approximately 1 week -thereafter. Delivery of structures may be prior to or at start of
assembly. Please note that these timelines dry not include approval or Permitting timeframes.
11) Returned Product Oeposits. and/or Cancelled Order: Within the first 45 days after shipment from our -facility, all returned product(s) and cancelled
orders are subject to a 50% restocking fee. tVo returns are available following this 45 day period. ail! deposits are non-refundable. All expenses 'incurred
(engineering, site surveys, shipping,, handling., etc.) are the responsibility of the Purchaser, up to notice of cancellation,
www.usa-shade.com 800-966-5005
AZ:289388 CA:989458 LA:61718 NV:78724 NV:78724 NM:383826 TN:68712 DIR:1000003533
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1.2) Concealed Conditions: "Concealed conaitions11 include, without limitation.,water, gas., sprinkler, electrical and sewage lines,, post tension cables, and steel
rebar. This agreement is based solely on observations the Company was able to make either by visual inspection or by drawings and/or plans submitted by
Owner at the time this agreement was bid. If additional Concealed Conditions are discovered once work has commenced, which were not visible at the
time this proposal was bid, Company will stop work and 'Indicate these unforeseen Concealed Conditions to Purchaser or Owner so that Purchaser and
Company can execute a Change Order for any additional work. In any event, any damage caused by or to unforeseen Concealed Conditions is the sole
responsibility of the Purchaser and Company shall not be held liable for any such damage. Soil conditions are assumed to be soil that does not contain any
2%.,%
water, hard rock (such as limestone, caliche, etc.), rocks larger than 4 inches in diameter, or any other condition that will require additional labor,
equipment and/or materials not specified by the Purchaser or Owner in the bidding process. Any condition requiring additional labor, equipment, and/or
materials to complete the drilling or concrete operations will require a Change Order before Company will complete the process. Price quotes are based
on a drilled pier footing. Any variation will incur additional charges (i.e. spread footings, concrete mat,, sand,, water., landfill, etc.). Costs for footing and
installation do not include any allowance for extending below frost lines the additional costs for which vary by geographical region).
13) Changes in the Work: During the course of this project, Purchaser may order changes in -the work (both additions and deletions). Additionally, an
19
approving agency may require changes in the work from the original design or engineering quoted and provided by the Company (both additions and
deletions.) The cost of these changes will be determined by the Company, and a Change Order form must be completed and signed by both the Purchaser
and the Company, which will detail the `°General Scope of -the Change Order". Should any Change Order be essential to the completion of the project, and
the Purchaser refuses to authorize such Change Order, then Company will be deemed to have per -formed its part of the project, and the project and
services will be terminated., Upon such termination, Company will submit a final billing Asa Purchaser for payment, less a labor allowance for work not
performed but including additional charges incurred due -to the stoppage. IVo credit will be allowed For materials sold and supplied, which will remain -the
property of the Purchaser.
14} Indemnification: To the fullest extent permitted by law, Purchaser shall indemnify, defend, and hold harmless the Company and its consultants, agents,,
and employees or any of them from and against claims, damages, losses and expenses, including, but not limited to,, attorneys' fees related to the
installation of the Structure or performance of the services, provided that such claim, damage, loss, or expense is attributable to bodily injury to, sickness,
disease, or death of a person, or to injury to or destruction of tangible property, but only to the extent caused by the negligent acts or omissions of the
Purchaser or its agents, employees, or subcontractors, or anyone directly or indirectly employed by -them or anyone for whose acts they may be liable,
regardless of whether or not such claim, damage, loss, or expense is caused ira part by a party indernnsfied hereunder. Such obligation shall not be
construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in Section 15.
15j Statement of Limited VU'arrantY:
The structural integrity of all supplied steel rs warranted for -ten years.
• If assembly is provided by the Company, workmanship of the structure is covered for one year, including labor for the removal of any failed part,
disassembly (if necessary), cost of shipping, and reassembly.
• All steel surface finishes are warranted for one year.
TAW Shadesure , ColourshadeO FR, eXtreme 32T'", Commercial 95T�°, Sa�RshadeF"", and Monotec 37QTIl fabrics all carry a ten year limited manufacturer's
warranty against failure from significant fading, deterioration, breakdown, outdoor heat,, cold, or discoloration. Should the fabric need to be replaced
under the warranty, the Company will manufacture and ship a new replacement fabric at no charge for the first six years, thereafter pro -rated at 20% per
year over the remaining four years, The following are exceptions to the preceding warranty terms:
J*
o ShadesureTI fabrics in Red, Yellow, Atomic Orange, Electric Purple, Zesty Lime, Cinnamon, Olive, and Mulberry carry a five year pro -rated
o Fabric tops attached -to Coofbrella"`" structures carry a three year warranty;
o Individual fabric tops measuring greater than 4a' in length are covered by a non -prorated -five year warranty,
o Precontraint 502"m waterproof membrane is subject to an eight year pro -rated warranty,
0 Sewing thread is warranted for ten years.
www.usa-shade.cam 800-966-5005
AZ:289388 CA:989458 LA:61718 NV:78724 NV:78724 NM:383826 TN:68712 DIR:10000Q3533
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General Limited Warranty Terms and Conditions
These limited warranties are effective from the date of sale, or, if assembly is provided by the Company,, upon receipt by Company from Purchaser of
completed and signed "Customer Checklist and Sign -off" form.
In its sole discretion., the Company will repair and or/replace defective structures, products or workmanship, or refund that portion of the price related to
the defective product, labor, or service rendered.
The Company reserves the right, in cases where certain fabric colors have been discontinued, to offer the Purchaser or Owner a choice of available
alternative colors to replace the warranted fabric, The Company does not guarantee that any particular color will be available for any period of time, and
reserves the right to discontinue any color for any reason, without recourse by the Purchaser or Owner of the discontinued fabric color.
Should the Purchaser or Owner sell the structures to another party, the warranty cannot be transferred to the new owner without a complete and
thorough on -site inspection performed by a Company representative. Please contact the Company at warranty@usa-shade.com for more details.
• All warranty claims covering Company supplied structures, products, and services must be submitted by Purchaser or Owner in writing to the Company
within thirty days from the date of discovery of the alleged defect and must include a detailed description and applicable photographs of the alleged defect
or problem. Warranty claims should be submitted by email to warranty@usa-shade.com.
• Purchaser or Owner agrees that venue for any court action to enforce these limited warranties shall be in the City or County of Dallas in the State cif Texas,
USA.
• These limited warranties are void if:
o the supplied structures, products, services and/or labor are not paid fear in full;
o the structures are not assembled in strict compliance with USA SHADE specifications,
o any changes, modifications, additions, or attachments are made to the structures in any way, without prior written approval from the Company.
Specifically, no signs, objects, fans, light fixtures, etc. may be hung from the structures, unless specifically engineered by the Company.
0 These limited warranties do not cover defects and/or damages caused by:
o normal wear and tear;
o misuse, willful or intentional damage, vandalism, contact with chemicals, cuts and Acts of God (i.e. tornado, hurricane, micro/macros burst,
earthquake, wildfires, etc.);
o ice, snow or wind loads in excess of the designed load parameters engineered for the supplied structures;
o use, maintenance, neglect, repair, and/or service inconsistent with the Company's written care and maintenance instructions, provided with the
order.
The limited warranties explicitly exclude:
o workmanship related to assembly not provided by the Company or its agentsJ#-,
o fabric curtains, valances, and flat vertical panels;
o fabric tops installed on structures that were not engineered and originally supplied by the Company.
• THE COMPANY SHALL NOT BE LIABLE FOR ANY INCIDENTAL,, CONSEQUENTIAL,, SPECIAL., LIQUIDATED, EXEMPLARY,, OR PUNITIVE DAMAGES, OR ANY LOSS
OF REVENUE., PROFIT., USE OR GOODWILL, WHETHER BASED UPON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY,, ARISING
OUT OF A BREACH OF THIS WARRANTY OR IN CONNECTION WITH THE SALE, INSTALLATION., MAINTENANCE, USE, OPERATION OR REPAIR OF ANY
PRODUCT OR SERVICE. IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY AMOUNT GREATER THAN THE PURCHASE PRICE FOR ANY PRODUCT OR
SERVICE PROVIDED BY THE COMPANY.
THE FOREGOING LIMITED WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY FOR THE COMPANY'S PRODUCTS AND SERVICES., AND IS IN LIEU OF ALL
OTHER WARRANTIES, EXPRESS OR IMPLIED, IN LAW OR IN FACT., SELLER SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,,
INCLUDING., WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR PURPOSE,, AND ANY
IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING OR PERFORMANCE OR TRADE USAGE. PURCHASER, BY ACCEPTANCE AND USE OF THIS
LIMITED WARRANTY, WAIVES ANY RIGHTS IT WOULD OTHERWISE HAVE TO CLAIM OR ASSERT THAT THIS LIMITED WARRANTY FAILS OF ITS ESSENTIAL
PURPOSE,
Colourshade 0 and eXtreme 32T"` are registered trademarks of Multiknit Pty. Ltd.
Commercial 95Y"° and SaFRshade`"' are registered trademarks of Gale Pacific USA Inc.
Monotec 37f}TM' is a registered trademark of PRO -KNIT Industries Pty. Ltd.
Precontrain# 502TIA is a registered trademark of Serge Ferrari North America, Inc.
www.usa-shade.com 800-966-5005
AZ:289388 CA:989458 LA:61718 NV:78724 NV:78724 NM:383826 TN:68712 DIR:1000003533
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16) Assembly/Installation:
IN-0-4-ft
Company will notify Purchaser of the scheduled assembly date. Owner agrees to have an owner representative meet the assembly crew at the job site on
the scheduled assembly date to verify the exact location where the structure(s) is to be placed.
Labor for the removal, assembly, and/or freight charges will only be covered by Company in 'Instances where the structures supplied and installed by
Company are determined by the Company to be defective. In all cases where structures are not installed by Company, all labor for the removal, assembly,
and/or freight of the structures will be the Purchaser's responsibility.
0 Installation prices are based on a single mobilization charge. If additional mobilizations are required, -there will be additional charges,
V8
• If the requested services require Company access to Owner's premises, Company will be provided access to the Owner's premises free and clear of debris,,
automobiles, or other interference Monday " Friday during the hours of 8:O0am to 6:OOpm, and Company will have access io water and electrical -facilities
during installation. Additional charges will apply if utilities are not easily accessible. Where applicable, all vehicles will be moved prior to Company's crew
beginning any installation.
• Company will not be responsible for moving or repairing any underground utility lines such as electrical, telephone, gas, water, or sprinkler lines that may
be encountered during installation.
Any additional costs incurred as a result of hard rock conditions requiring extra equipment, utility removal or repair resulting in delay will result in
additional charges unless they are detailed on as -built site drawings provided to Company or marked on the ground and communicated to Company in
writing prior to fabrication and installation.,
17) 1nstailatianLAssembty an -site: Where installation/assembly is part of the services, Purchaser must provide the Company with a detailed drawing
prepared by or for the {owner showing exactly where the structures are to be assembled as well as detailing any obstacles or other impediments that may
cause the assembly process to be more difficult,, Any fixture(sj, e.g., playground, pools, etc., -that the structures are to be assembled over must also be
detailed, along with their peak heights (If applicable).
18) Site/Use Review by Purchaser: Company relies on the Purchaser to determine that the structures ordered are appropriate and safe for the Owner's
installation site and/or intended use.. Company is not responsible for damages or injuries resulting from collisions by moving objects or persons with the
structure post(s). Company can recommend, or supply at additional cost, padding for posts 'ram a third party manufacturer,
19) Preparatory -_ Work: Where is
installation/assembly part of the services and in the event that the foundation or job site is not suitable or ready for
assembly to begin on the scheduled day, a Delay of Order notification must be sent to Company at least 4 working days prior, in order to allow Company to
reschedule the project. In the event that Company is not notified and incurs an expense in attempting to execute the assembly, a re -mobilization charge
may be charged to Purchaser before Company will reschedule the assembly.
20) Delegation: Subcontractors: The services and the manufacturing and assembly of the structures may be performed by subcontractors under appropriate
agreements with the Company.
9
21) ForceMaieure: Impracticability: - The Company shall not be charged with any loss or damage for failure or delay in delivering or assembling of the
structures when such failure or delay is due to any cause beyond the control of the Company, due to compliance with governmental regulations or orders,
or due to any Acts of God, strikes, lockouts, slowdowns, wars, or shortages in -transportation, materials or labor,
22) i?ss ute Resolution: Any controversy or claim arising out of or related to this agreement must be settled by binding arbitration administered in Dallas, TX
by a single arbitrator selected by the parties or by the American Arbitration Association, and conducted in accordance with the construction industry
arbitration rules. Judgment upon the award may be entered in any court having jurisdiction thereof.
23} Entire Agreements -_ Na Reliance: This agreement represents and contains the entire agreement between the parties., Prior discussion or verbal
representations by the parties that are not contained in this agreement are not part of this agreement. Purchaser hereby acknowledges that ifi has not
received or relied upon any statements or representations by Company or its agents which are not expressly stipulated herein, including without limitation
is
any statements as to the structures, warranties,, or services provided hereunder.
24j 1Va Third -Party 8
eneficiaries: This agreement creates no third -party rights or obligations between Company and any other person, including any Owner
-
who is not also a Purchaser. It is understood and agreed that the parties do not intend that any third party should be a beneficiary of this agreement.
25) Governing Law,40
The agreement will be construed and enforced sn accordance with the laws of the State of Texas.
26) Assignment: Purchaser may not assign this agreement, by operation of law or otherwise, without the prior written consent of Company. The agreement
shall be binding upon and insure to the benefit of the Company and the Purchaser, and their successors and permitted assigns,
www.usa-shade.cam 800-966-5005
AZ:289388 CA:989458 LA:61718 NV:78724 NV:7$724 NM:383826 TN:68712 DIR:1000Q03533
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Executed to be effective as of the date executed by the Company:
(VOTE: FOR ANY PURCHASE EQUAL TO OR EXCEEDING $100,000.00 USD, NO WORK, OTHER THAN PRE -WORK, SHALL BE UNDERTAKEN
WITHOUT A MUTUALLY ACCEPTABLE AND SIGNED CONSTRUCTION CONTRACT.
PURCHASER,
City of Round Rock
0
Signature.
By: (Print)
Title:
Date:
SELLER:
USA SHADE &Fabric Structures
Signature: r��ti�otV�.
By: (Print) Dion Botha
Title. Snr. Regional Manager
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Date,: 07-30-2020
NOTE.* All purchase orders and contracts should be drafted in the name of Shade
Structures,, Inc.,
mm.,usamshadexom
800-966-5005
AZ:289388 CA:989458 LA:61718 NV:78724 NV:78724 NM:383826 TN:68712 DIR:1000003533