Contract - Shade Structure, Inc. - 11/12/2020CITY OF ROUND ROCK AGREEMENT FOR
PURCHASE AND INSTALLATION OF
FABRIC SHADE STRUCTURE AT
OLD SETTLERS PARK ADULT RECREATION COMPLEX
BASKETBALL COURT PROJECT 2020
WITH
SHADE STRUCTURES. 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 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 the month of
2020 by and between the CITY OF ROUND ROCK, a Texas home -
rule municipality, whose offices are located at 221 East Main Street, Round Rock, Texas 78664=
5299 (referred to herein as the "City"), and SHADE STRUCTURES, INC., whose offices are
0
located at 2580 Esters Boulevard, Suite 100 DFW Airport, Texas 75261 (referred to herein as
"Vendor").
RECITALS0
:
WHEREAS, City desires to purchase certain deliverables and installation service,
specifically, a shade structure for the Old Settlers Park Adult Recreation Center Basketball Court
's
Project 2020 at 3300 East Palm Valley Boulevard, Round Rock Texas, 78665 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 i*s an approved Buy Board vendor; and
WHEREAS, City desires to purchase of certain goods and services from Vendor through
Buy Board Contract No. 5 92- 19 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 1'es
mutually agreed between the parties as follows:
00452013/ss2
fSaw &ZO ae 051+
1.01 DEFINITIONS
A. Agreement means the binding legal contract between City and Vendor whereby
CCityis obligated to buy specified goods and services and Vendor is obligated to sell same. The
0
Agreement includes Vendor's Proposal dated July 30, 2020 (attached as Exhibit "A").
Be 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 Maj*eure 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
It
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 EFFECTIVE 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 force 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 completion of purchase and installation
of the shade structure 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 serv40
ices 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.
a
4.01 SCOPE OF WORK
Vendor shall satisfactorily provide all goods and complete all services described i*n
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 1"n the Scope of Services must be negotiated and
agreed to i"n all relevant details, and must be embodied in a valid Supplemental Agreement as
described herein.
5.01 CONTRACT AMOUNT
In consideration for the deliverables and services related to the deliverables, the City
agrees to pay Vendor One Hundred Forty -Five Thousand Three Hundred Seventy -One and
No/100 Dollars ($145,371.00) for the goods and services set forth I*n Exhibit "A."
6.01 INVOICES
All invoices shall include, ata minimum, the following information:
A. Name and address of Vendon
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
g10 iving Vendor a written notice of termination at the end of its then current fiscal year.
8.01 PROMPT PAYMENT POLICY
In accordance with Chapter 225 1, 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
3
City receives a correct invoice for the performance and/or deliverables or services, whichever i*s
later. Vendor may charge interest on an overdue payment at the "rate in effect" on September 1
of the fiscal year i*n which the payment becomes overdue, in accordance with V.T.C.A., Texas
Government Code, Section 2251.025(b)ls however, this Policy does not apply to payments made
by City i*n 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 froIt
making a timely payment with federal funds; or
C. There i*s 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
t is determined by Ci'ofty 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 Title 8 of the Texas Penal Code.
10.01 TAXES
Ciitys exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in Vendor's charges.
11.01 ORDERS PLACED WITH ALTERNATE VENDORS
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,*
4
Katie Baker
Park 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•1lwwtiv.round►•ockteRMRim �as.�t>v!c�°�contcnt/uploacis/2Q14/12/corc insurance 07."?0112.ndf--
14.01 RIGHT TO ASSURANCE
Whenever either party to this Agreement, i"'n good faith, has reason to question the other
party9 is ntent 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 antI"Cl*patory 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 1"t may be charged the difference i*n cost, I*f
any, and that it will not be considered in the re -advertisement of the service and that 1"t may not
be considered in future bids for the same type of work unless the scope of work is significantly
changed.
Vendor shall be declared It 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 TERMINATION AND SUSPENSION
A. City has the right to terminate this Agreement, in whole or i*n 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.
5
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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:UP on City9s 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, i*f undisputed. The parties agree that Vendori"s 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, attorneys 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, i"n the performance of Vendor's obligations
underthi*sAgree ent, no matter how, orto whom, such loss mayoccur. Nothi'ngherei*n 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 I*ndemnified 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. Vendor acknowledges and understands that City has adopted a Storm Water
Management Program (-SWMP) and an Illicit Discharge Ordinance, Sections 14-139 through 14=
152 of the Cty'siCode of Ordinances, to manage the quality of the discharges from its Municipal
Separate Storm Sewer System (MS4) and to be in compliance with the requirements of the Texas
Commission on Environmental Quality (TCEQ) and the Texas Pollutant Discharge Elimination
System (TPDES). The Vendor agrees to perform all operations on City -owned facilities in
compliance with the Cl*ty's Illicit Discharge Ordinance to minimize the release of pollutants into
the MS4. The Vendor agrees to comply with of the CI*ty's sto water control measures, good
housekeeping practices and any facility specific stormwater management operating procedures
specific to a certain City facility. In addition, the Vendor agrees to comply with any applicable
TCEQ Total Maximum Daily Load (TMDL) Req
uirements and/or I -Plan requirements.
6
ce In accordance with Chapter 2270, Texas Government Code, a governmental entity
may not enter into a contract with a company for goods and services unless the contract contains
written verification from the company that it: (1) does not boycott Israel; and (2) and will not
boycott Israel during the term 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 term
of this Agreement.
19.01 ASSIGNMENT AND DELEGATION
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 I*n this Agreement.
Notice to Vendor:
Shade Structures, Inc.
P.O. Box 3467
Connel, 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, 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
40 proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9
USC Section 1=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 I*f 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 i*n a manner according to
generally accepted industry practices.
Time is of the Essence. Vendor understands and agrees that time is of the essence and
that any failure of Vendor to fulfill obligations for each portion of this Agreement within the
agreed timeframes will constitute a material breach of this Agreement. Vendor shall be fully
responsible for its delays or for failures to use best efforts in accordance with the terms of this
Agreement. Where damage is caused to City due to Vendor's failure to perform in these
circumstances, Cityay pursue any remedy available without waiver of any of City's additional
I
ega1 rights or remedies.
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 i*s 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,.
8
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.
IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates
indicated.
City of Round Rock, Texas
By: � A
Printed OOAA
me:
Title:
Date Signed:
Attest:
By:
Sara L. White, City Clerk
For City, roved as to F rm:
Stephan Sheets, City ttorney
Shade Structures, Inc.
Printed Name: e,JIf
Title: 'Vitt
Date Signed:
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USASHAD
E
& Fabric Structurese
Old Settlers Basketball Court
7/3012020
Proposal Prepared Fors.
City of Round Rock
301 West Bagdad Ave
Round Rock, Texas 78664
AZ:289388 CA:989458 LA:61718 NV:78724
N M : 383826 TN: 68712 D I R: 1000003533
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.... .. . .
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& Febrile Structurasl,,
Date:
,roposal for USA Z'NADE & Fabric Structurec-:
7/qn/?n?n
Project Information:
Purchaser:
City of Round Rock
Contact:
Katie Baker
Sales Rep:
Sales Information:
Dion Botha
Pro'ect Name:
Old Settlers Basketball Court
Phone:
(512) 341-3355
Phone:
512-608-8364
Quote No:
DWB07072020
Email:
rot) r)d rocktexas.Rov
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t) t h a a e. c o rT1
d' o isa
PO No:
Fax:
Fax:
Billing Information:
City of Round Rock
Shipping Information:
JOB SITE
Jobsite Information:
Old Settlers Park
301 West Bagdad Ave
3300 E. Palm Valley Blvd
3300 E. Palm Valley Blvd
Round Rock
Round Rock
Round Rock
Texas
178665
Texas
Texas
78664
178665
Contact:
Katie Baker
Contact:
Katie Baker
Contact:
Katie Baker
Phone
(512) 341-3355
Phone
(512) 341-3355
Phone
(512) 341-3355
Fax:
Fax:
Fax:
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CORPORATE ADDRESS:
2580 Esters Blvd., Suite 100
DFW Airport, TX 75261
SOUTHERN CALIFORNIA:
1085 N, Main Street, Suite C
Grange, CA 92867
MAILING ADDRESS:
P.O. Box 3467
Coppel, TX 75019
NORTHERN CALIFORNIA: ARIZONA:
927 Enterprise Way, Suite A 2452 W. Birchwood Ave, Suite 112
Napa, CA 94558 Mesa, AZ 85202
REMITTANCE ADDRESS:
P.O. Box 734158
Dallas, TX 75373-4158
LAS VEGAS,
6225 S. Valley View Blvd., Suite I
Las Vegas, NV 891.1.8
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
Usift.0HADE
8E Far1a Structures:...
Structure Pricing
UNIT IMAGE
Structure
UNIT DETAILS
1
Unit Quantity,
1
Foundations By
USA Shade
Unit Type:
402_SS_Hip
Grout Installation
USA Shade
"
structure size:
63'x 114'
'Base Attachment:
Recessed Base Plate
Entry Freight:
16'
Footing'*r'ype:
Drilled Pier
Na o Columns:
8
Anchor Bolts:
Included
No of Fabric Tops:
1
Concrete Cutting:
Not Included
Fabric Type:
Extreme 32
flirt Removal:
Included
Fabric Color:
TBD
surface Type:
Dirt
Steel Finish:
Powder Coated
10
Steel Color:
TBD
As per Buyboard Contract # 592-19.
Electrical Provisions,
N/A
Cable/HDW Finish:
Galvanized
Concept No:
www.usa-shade.com 800-966-5005
AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 N M : 383826 TN: 68712 DI R: 1000003533
USj4z�lir-iADE
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 due 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 IBC 2015
Wind Load
95 mph
Snow Load
5 psf
Drawing Size
11 X 17
No. of Sealed Drawings
2
Calculations Required I No
INCLUDED
INCLUSIONS•
EXCLUDED •UIREMENTS INCLUDED EXCLUDED
❑ Sealed Drawings & Calculations CJ ❑
INSTALLATIONMISCELLANEOUS
Prevailing Wage / Certified Payroll
F111
[]
❑
Permit Submittal
❑
(]
Union Wages
CJ
❑
Permit fee
❑
Cl
fencing
q
DSA Submittal & fees
0
Curb Repair
[�
❑
Design and Engineering of StrL)Cture
❑
I..andscape Repair
[�
7
Design and Engineering of FOUndation
❑
CI
Demolition (Existing Structures)
❑
0
Reactions and Loads for attachment to Walls, Rooftops, or other
❑
0
Payment and Performance Bonds
0
0
Foundation Location and Elevation Survey
❑
0
Special Inspection Fees
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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The designated area for our structures will be accessible by drive -up for unloading of our trucks and equipment, including personnel man -lifts, forklifts,
If
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.
5} Our price assumes ethers to provide 200-amp, 110-volt electrical service and necessary potable water available within 100 feet of our work.
6) We will require site sanitary facilities and refuse containers by others within 200 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 this proposal, 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; (b) moving owner's
property around the installation site; (c) repair or replacement of any Purchaser or Owner -supplied materials; or (d) repair of damage to existing surfaces
that may occur when construction equipment and vehicles are being used in the normal course of construction.
10) 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.
11) Digging of our foundations will not be constrained by any existing concrete or utilities. USA SHADE 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,
14
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 prier to installation.
GENERAL TERMS CONDITIONS AND WARRANTY
1) Proposal: 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. Due to the duration of time between proposals, contracts,
and final installation, USA SHADE & Fabric Structures reserves the right to implement this surcharge, when applicable.
2) 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 ("Structures") and 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 athird-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.
www,usawshade.com
800=9664005
AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR: 1000003533
4) Standard Exclusions*, Unless specifically included under the "General Scope of Work" section above, this agreement does not include, and Companywill
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; (b) 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.
5) Bondinx Guideflnes:p 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."
6) Insurance Requirements: Company is not required to provide any insurance coverage in excess of Company's standard insurance. A copy of the
W�
Company's standard insurance is available for your review prior to acceptance of the Company's proposal.
7) Payment: 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 itsintencled 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.O. Box 734158, Dallas, TX 75373-4158o If the Purchaser or Owner fails or delays in 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 laws including, but not
limited to, 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
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 to place a lien on the property if final payment has not been received 10 days prior to the filing deadline for liens.
9) Site Plan Approvak, Permit/s, Permit Fees, Plans,, Engineering Drawings, and Surveying,.* Site plan approval, permits, permit fees, plans, 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 warrantor 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.
10) Manufacturing& Dellve!y,., Manufacturing lead-time from Company's receipt of the "Notice To Proceed" is approximately 6 to 8 weeks for standard
structures, and 8 to 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 do not include approval or permitting timeframes.
11) Returned Product, Deposits, 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. No returns are available following this 45 day period. All deposits are non-refundable. All expenses incurred
(engineering, site surveys, shipping, handling, etc.) are the responsibility of the Purchaser, up to notice of cancellation,
ww,usawshadexom
800466=5005
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12) Concealed Conditions: "Concealed conditions" 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
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
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 performed its part of the project, and the project and
services will be terminated. Upon such termination, Company will submit a final billing to Purchaser for payment, less a labor allowance for work not
performed but including additional charges incurred due to the stoppage. No 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 in part by a party indemnified 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.
15) Statement of limited Warranty:
• The structural integrity of all supplied steel is 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.
• Shadesurelm, Colourshade19 FR, eXtreme 32T"", Commercial 95T"", SaFRshade TI , and Monotec 370TM 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:
o Shadesure TIO 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 Coolbrel JaTM structures carry a three year warranty;
o Individual fabric tops measuring greater than 40' in length are covered by anon-prorated five year warranty;
o Precontraint 502 TM waterproof membrane is subject to an eight year pro -rated warranty.
• Sewing thread is warranted for ten years.
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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 a
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 of Texas,
USA.
• These limited warranties are void if:
o the supplied structures, products, services and/or labor are not paid for 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.
• 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 agents;
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 19 and eXtreme 32TM' are registered trademarks of Multiknit Pty. Ltd.
Commercial 95T"" and SaFRshade Tm are registered trademarks of Gale Pacific USA Inc.
Monotec 370Tm is a registered trademark of PRO -KNIT Industries Pty. Ltd.
Precontraint 502 TM is a registered trademark of Serge Ferrari North America, Inc.
www.usanshade.com 8004664005
AZ:8 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR: 1000003533
74,
16) Assembly/Installation:
• 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.
Installation prices are based on a single mobilization charge. If additional mobilizations are required, there will be additional charges.
• 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 8:00am to 6:00pm, and Company will have access to 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) Installation/Assembly on -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(s), 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 bv Purchasers, 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 from a third party manufacturer.
19) PreparatoEy Work: Where installation/assembly is 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.
21) Force MaJeure: Imaracticabi,litv_: 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) Dispute 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 Agreement. No 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 it has not
received or relied upon any statements or representations by Company or its agents which are not expressly stipulated herein, including without limitation
any statements as to the structures, warranties, or services provided hereunder.
24) No Third -Party Beneficiaries: 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: The agreement will be construed and enforced in 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.
vmw.usawshade.com 800w9664005
AZ: 289388 CA: 989458 LA: 61718 NVes 78724 NV:78724 NMv. 383826 TN: 68712 DIR19, 1000003533
Executed to be effective as of the date executed by the Company0
:
NOTE: FOR ANY PURCHASE EQUAL TO OR EXCEEDING $100,000900 USD, NO WORK, OTHER THAN PRE -WORK, SHALL BE UNDERTAKEN
WITHOUT A MUTUALLY ACCEPTABLE AND SIGNED CONSTRUCTION CONTRACT.
PURCHASER0
:
City of Round Rock
Signature:_
By: (Print)
Title:
Date:
SELLER0
:
USA SHADE & Fabric Structures
Signature: DL`c) o. Botha
By: (Print) Dion Botha
Title: Snr, Regional Manager
Date: 07-3Ow2O2O
NOTE: All purchase orders and contracts should be drafted in the name of Shade
Structures, Inc.
www,usaushade.com
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CER IFICATE OF IN ERE ED PAR I FORM 1295
10fi
Complete Nos. 1 -a 4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos,, 1, 2, 31 5, and 6 if there are no interested parties,, CERTIFICATION OF FILING
1
Name of business entity filing form, and the city, state and country of the business entity's place Certificate Number.
of business. 202Ow657063
USA Shade
DFW Airport, TX United States Date Filed:
Na- me of gover - nm - ental - entity or state- agency that is a party to the -contract for Whi-ch--the form is 08/13/2020
being filed,
City of Round Rock Date Acknowledged.
3
Provide theidentification number used by the governmental entity or state agency to track oridentify the contract, and provide a
description of the services, goods, or other property to be provided under the contract,
000000 OLD SETTLERS PARK ADULT
Shade Structure
- - --------- - Nature of interest
4
0
Name of Interested Party cityl St e, Coun ry (pl e of business) (check applicable)
Controlling Intermediary
Botha, Dion
Dallas, TX United States
X
X
Portillo, Karen
DALLAS, TX United States
X
X
5
Check only if there is NO Interested Party.
6
--- --- ---- --
UNSWORN DECLARATION
110 and my date of birth is
My name is
Imp
ivA *A 00 1 1 G7ooU vs-t
nwlw� - I - - -_ tt
My address is VVb - - - I F_ - -
I
(street) (city) (state) (zip code) (country)
I declare under penalty of perjury that the foregoing is true and correct.
nJ14 AM-0- 20
Executed in County, State of on the -M.-Mday of
(month) (year)
Signatur4 of 4uthorized agent of contracting business entity mum
(Declarant)
Forms provided by Texas Ethics Commission ',',"`,`.^"','`
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
10fl
Complete Nos, 1 4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos, 1, 21 31 5, and 6 if there are no interested parties. CERTIFICATION OF FILING
1
Name of business entity filing form, and the city, state and country of the business entity's place Certificate Number:
of business. 2020-657063
USA Shade
DFW Airport, TX United States Date Filed:
2
Name of governmental entity or state agency that is a party to the contract for which the form is 08/13/2020
being filed.
City of Round Rock Date Acknowledged:
08/26/2020
g
Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a
description of the services, goods, or other property to be provided under the contract.
000000 OLD SETTLERS PARK ADULT
Shade Structure
4
Name of Interested Party
City, State, Country (place of business)
Nature of interest
(check applicable)
Controlling
Intermediary
Botha, Dion
Dallas, TX United States
X
X
Portillo, Karen
DALLAS, TX United States
X
X
5
Check only if there is NO Interested Party.
6
UNSWORN DECLARATION
My name is ,and my date of birth is
My address is �1 - - �1
(street) (city) (state) (zip code) (country)
declare under penalty of perjury that the foregoing is true and correct.
Executed in County, State of , on the day of , 20
(month) (year)
Signature of authorized agent of contracting business entity
(Declarant)
Forms provided by Texas Ethics Commission www,ethics.state,tx,us Version VI.1.3a6aat7d