CM-2023-274 - 11/17/2023CITY OF ROUND ROCK AGREEMENT FOR
PURCHASE AND INSTALLATION OF
FABRIC SHADE STRUCTURE
AT FREEMAN PARK
WITH
USA SHADE & FABRIC STRUCTURES
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 the Freeman Park Playground Shade 2023 Project at Freeman Park and for related goods Aud
services (referred t h em as th "Agreement"), is made and entered into on this the _ _
of the month of , 2023 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 USA SHADE & FABRIC
STRUCTURES, whose offices are located at 2580 Esters Boulevard, Suite 100 DFW Airport,
Texas 75621 (referred to herein as "Vendor").
RECITALS:
WHEREAS, City desires to purchase certain deliverables and installation services,
specifically, a shade structure for Freeman Park, and City desires to procure same from Vendor;
and
WHEREAS, City is a member of the Sourcewell Cooperative Purchasing Program
("Sourcewell") and Vendor is an approved Sourcewell vendor; and
WHEREAS, City desires to purchase of certain goods and services from Vendor through
Sourcewell Contract No. RFP#010521 as set forth herein; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties, and obligations;
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is
mutually agreed between the parties as follows:
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1.01 DEFINITIONS
A. Agreement means the binding legal contract between City and Vendor whereby
City is obligated to buy specified goods and services and Vendor is obligated to sell same. The
Agreement includes Vendor's Proposal dated September 10, 2023, attached as Exhibit "A," and
incorporated herein by reference for all purposes.
B. City means the City of Round Rock, Williamson and Travis Counties, Texas.
C. Effective Date means the date upon which the binding signatures of both parties
to this Agreement are affixed.
D. Force Majeure means acts of God, strikes, lockouts, or other industrial
disturbances, acts of the public enemy, orders of any kind from the government of the United
States or the State of Texas or any civil or military authority, insurrections, riots, epidemics,
landslides, lightning, earthquakes, fires, hurricanes, storms, floods, restraint of the government
and the people, civil disturbances, explosions, or other causes not reasonably within the control
of the party claiming such inability.
E. Goods mean the specified supplies, materials, commodities, or equipment.
F. Services mean work performed to meet a demand or effort by Vendor to comply
with promised delivery dates, specifications, and technical assistance specified.
2.01 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 services which are the subject matter of this Agreement are described in
Exhibit "A" and, together with this Agreement, comprise the Contract Documents. Any
inconsistencies or conflicts in the contract documents shall be resolved by giving preference to
the terms and conditions of this Agreement.
4.01 SCOPE OF WORK
Vendor shall satisfactorily provide all goods and complete all services described in
Vendor's Proposal, Exhibit "A."
This Agreement shall evidence the entire understanding and agreement between the
parties and shall supersede any prior proposals, correspondence or discussions.
Vendor shall satisfactorily provide all deliverables and services described in Exhibit "A"
within the contract term specified. A change in the Scope of Services must be negotiated and
agreed to in all relevant details, and must be embodied in a valid Supplemental Agreement as
described herein.
5.01 CONTRACT AMOUNT
In consideration for the deliverables and services related to the deliverables, the City
agrees to pay Vendor Sixty -One Thousand, Six Hundred Eleven and 431100 Dollars
($61,611.43) for the goods and services set forth in Exhibit "A."
6.01 INVOICES
All invoices shall include, at a minimum, the following information:
A. Name and address of Vendor;
B. Purchase Order Number;
C. Description and quantity of items received or services provided; and
D. Delivery or performance dates.
7.01 NON -APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of City's current revenues only. It is understood and
agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year
if the governing body of City does not appropriate funds sufficient to purchase the services as
determined by City's budget for the fiscal year in question. City may effect such termination by
giving Vendor a written notice of termination at the end of its then current fiscal year.
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8.01 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to
Vendor will be made within thirty (30) days of the day on which City receives the performance,
supplies, materials, equipment, and/or deliverables, or within thirty (30) days of the day on
which the performance of services was complete, or within thirty (30) days of the day on which
City receives a correct invoice for the performance and/or deliverables or services, whichever is
later. Vendor may charge interest on an overdue payment at the "rate in effect" on September 1
of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas
Government Code, Section 2251.025(b); however, this Policy does not apply to payments made
by City in the event:
A. There is a bona fide dispute between City and Vendor, a contractor, subcontractor
or supplier about the goods delivered or the service performed that cause the
payment to be late; or
B. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
C. There is a bona fide dispute between Vendor and a subcontractor or between a
subcontractor and its supplier about the goods delivered or the service performed
that causes the payment to be late; or
D. Invoices are not mailed to City in strict accordance with instructions, if any, on
the purchase order or the Agreement or other such contractual agreement.
9.01 GRATUITIES AND BRIBES
City may, by written notice to Vendor, cancel this Agreement without liability to Vendor
if it is determined by City that gratuities or bribes in the form of entertainment, gifts, or
otherwise were offered or given by Vendor or its agents or representatives to any City officer,
employee or elected representative with respect to the performance of this Agreement. In
addition, Vendor may be subject to penalties stated in Title S of the Texas Penal Code.
10.01 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in Vendor's charges.
11.01 ORDERS PLACED WITH ALTERNATE VENDORS
If Vendor cannot provide the goods as specified, City reserves the right and option to
obtain the products from another supplier or suppliers.
4
12.01 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
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://www.roundrocktexas. og v/wp-content/uploads/2014 `12/corr insurance 07.20112.pdf
14.01 RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith, has reason to question the other
party's intent to perform hereunder, then demand may be made to the other party for written
assurance of the intent to perform. In the event that no written assurance is given within the
reasonable time specified when demand is made, then and in that event the demanding party may
treat such failure as an anticipatory repudiation of this Agreement.
15.01 DEFAULT
If Vendor abandons or defaults under this Agreement and is a cause of City purchasing
the specified goods elsewhere, Vendor agrees that it may be charged the difference in cost, if
any, and that it will not be considered in the re -advertisement of the service and that it may not
be considered in future bids for the same type of work unless the scope of work is significantly
changed.
Vendor shall be declared in default of this Agreement if it does any of the following:
A. Fails to fully, timely and faithfully perform any of its material obligations
under this Agreement;
B. Fails to provide adequate assurance of performance under the "Right to
Assurance" section herein; or
C. Becomes insolvent or seeks relief under the bankruptcy laws of the United
States.
16.01 TERMINATION AND SUSPENSION
A. City has the right to terminate this Agreement, in whole or in part, for
convenience and without cause, at any time upon thirty (30) days' written notice to Vendor.
B. In the event of any default by Vendor, City has the right to terminate this
Agreement for cause, upon ten (10) days' written notice to Vendor.
C. Vendor has the right to terminate this Agreement only for cause, that being in the
event of a material and substantial breach by City, or by mutual agreement to terminate
evidenced in writing by and between the parties.
D. In the event City terminates under subsections (A) or (B) of this section, the
following shall apply: Upon City's delivery of the referenced notice to Vendor, Vendor shall
discontinue all services in connection with the performance of this Agreement and shall proceed
to cancel promptly all existing orders and contracts insofar as such orders and contracts are
chargeable to this Agreement. Within thirty (30) days after such notice of termination, Vendor
shall submit a statement showing in detail the goods and/or services satisfactorily performed
under this Agreement to the date of termination. City shall then pay Vendor that portion of the
charges, if undisputed. The parties agree that Vendor is not entitled to compensation for services
it would have performed under the remaining term of the Agreement except as provided herein.
17.01 INDEMNIFICATION
Vendor shall defend (at the option of City), indemnify, and hold City, its successors,
assigns, officers, employees and elected officials harmless from and against all suits, actions,
legal proceedings, claims, demands, damages, costs, expenses, attorney's fees, and any and all
other costs or fees arising out of, or incident to, concerning or resulting from the fault of Vendor,
or Vendor's agents, employees or subcontractors, in the performance of Vendor's obligations
under this Agreement, no matter how, or to whom, such loss may occur. Nothing herein shall be
deemed to limit the rights of City or Vendor (including, but not limited to the right to seek
contribution) against any third party who may be liable for an indemnified claim.
18.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
A. Vendor, its agents, employees and subcontractors shall use best efforts to comply
with all applicable federal and state laws, the Charter and Ordinances of the City of Round Rock,
as amended, and with all applicable rules and regulations promulgated by local, state and
national boards, bureaus and agencies.
B. 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 City's Code 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
6
compliance with the City's Illicit Discharge Ordinance to minimize the release of pollutants into
the MS4. The Vendor agrees to comply with of the City's stormwater 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) Requirements and'or I -Plan requirements.
C. In accordance with Chapter 2271, 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:
When delivered personally to the recipient's address as stated in this Agreement;
or
2. Three (3) days after being deposited in the United States mail, with postage
prepaid to the recipient's address as stated in this Agreement.
Notice to Vendor:
USA Shade & Fabric Structures
P.O. Box 3467
Coppel, TX 75019
Notice to City:
City Manager Stephanie L. Sandre, City Attorney
221 East Main Street AND TO: 309 East Main Street
Round Rock, TX 78664 Round Rock, TX 78664
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Vendor.
21.01 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms or conditions
herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be
governed by and construed in accordance with the laws and court decisions of the State of Texas.
22.01 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Vendor and City. This Agreement may only be amended or supplemented by mutual agreement
of the parties hereto in writing, duly authorized by action of the City Manager or City Council.
23.01 DISPUTE RESOLUTION
City and Vendor hereby expressly agree that no claims or disputes between the parties
arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration
proceeding, including without limitation, any proceeding under the Federal Arbitration Act (4
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 if this Agreement did not contain the particular portion or
provision held to be void. The parties further agree to amend this Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the
stricken provision. The provisions of this section shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
25.01 MISCELLANEOUS PROVISIONS
Standard of Care. Vendor represents that it employs trained, experienced and
competent persons to perform all of the services, responsibilities and duties specified herein and
that such services, responsibilities and duties shall be performed in a manner according to
generally accepted industry practices.
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, City may pursue any remedy available without waiver of any of City's additional
legal rights or remedies.
8
Force Majeure. Neither City nor Vendor shall be deemed in violation of this Agreement
if it is prevented from performing any of its obligations hereunder by reasons for which it is not
responsible as defined herein. However, notice of such impediment or delay in performance must
be timely given and all reasonable efforts undertaken to mitigate its effects.
Multiple Counterparts. This Agreement may be executed in multiple counterparts, any
one of which shall be considered an original of this document; and all of which. when taken
together, shall constitute one and the same instrument.
IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates
indicated.
City o ound Rock, Texas USA Shade & Fabric Structures
By: rl..^ W Z41� By:
Printed a e: 111 !y4pK Printed. me: Rob Blakle
Title: f, Title: Senior Vice President
Date Signed: /J-- - V,�v 233 Date Signed: 9/29/23
For City, App
By:
ephanie . Sandre, City Attorney
Exhibit "A"
Vendor's Proposal
USASHADE
& Fabrlc Structures,
Freeman Park
9/10/2023
Proposal Prepared For:
City of Round Rock
301 West Bagdad
Round Rock, Texas 78664
AZ:289388 CA:989458 LA:61718 NV:78724
NM:383826 TN:68712 DIR:1000003533
USASHADE
A Fabric Structures.
Date: 9/10/2023
Proposal for USA SHADE & Fabric Structures
Project
Purchaser:
City of Round Rock
Contact:
Katie Baker
Sales Rep:
Dion Botha
Project Name:
Freeman Park
Phone:
(512) 341- 3355
Phone:
512-608-9364
Quote No:
TX08230B07818
Email:
kbaker@roundrocktexas,l?ov
Email:
dion.botha@use-shade.com
PO No:
Fax:
Fax:
City of Round Rock
JOB SITE
City of Round Rock
301 West Bagdad
Freeman Park
Freeman Park
Round Rock
215 Forest Ridge Blvd
215 Forest Ridge Blvd
Texas
Round Rock
Round Rock
78664
Texas78665
Texas78665
Contact:
Katie Baker
Contact:
Katie Baker
Contact:
Katie Baker
Phone
(512)341- 3355
Phone
(512) 341- 3355
Phone
(512) 341- 3355
Email:
kbaker roundrocktexas. o
Email:
kbaker@roundrocktexas.Rov
Email:
kbaker@roundrocktexas.Qov
Fax:
Fax:
Fax:
CORPORATE ADDRESS:
2580 Esters Blvd., Suite 100
DFW Airport, TX 75261
SOUTHERN CALIFORNIA:
1085 N. Main Street, Suite C
Orange, 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
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 INK 383826 TN: 68712 DIR: 1000003533
USASHADE
If s i Fabrle struaturas.
Structure Pricing
IMAGEM
Unit Quantity:
1
Foundations By
USA Shade
Unit Type:
Hip
Grout Installation
USA Shade
Structure Size:
50'x50'
Footing Type:
Drilled Pier
USA Shade Model Number
505OHL17
Base Attachment:
Recessed Base Plate
Entry Height:
17'
Anchor Bolts:
Included
No of Columns:
4
Concrete Cutting:
Not Included
No of Fabric Tops:
1
Dirt Removal:
Included
Fabric Type:
Shadesure
Surface Type:
Fabric Color:
TBD
Steel Finish:
Powder Coated
SOURCEWELL # RFP # 010521
Steel Color:
TBD
Electrical Provisions:
Cable/HDW Finish:
Galvanized
Concept No:
CON-AUG-035-23
www.usa-shade.com 800-966-5005
AZ:289388 CA:989458 LA:61718 NV:78724 NV:78724 NM:383826 TN:68712 DIR:1000003533
V USASHADE
A, & Febrile 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 orderr invoice, and receive
payments for steel and fabric as soon as final sizing can be determined.
Building Code
IBC 2021
SOURCEWELL # RFP # 010521
Wind Load
115 mph
Snow Load
5 psf
Drawing Size
11 X 17
No. of Sealed Drawings
3
Calculations Required
1 1
INCLUDED
. r
❑
INCLUSIONS•
ENGINEERING REQUIREMENTSINCLUDED
Sealed Drawings & Calculations
❑
EXCLUDED
ID
INSTALLATION - MISCELLANEOUS
Prevailing Wage / Certified Payroll
El
❑
Permit Submittal
❑
Q
Union Wages
0
❑
Permit Fee
❑
13
Fencing
❑
O
DSA Submittal & Fees
❑
q
Curb Repair
E]
❑
Design and Engineering of Structure
❑
p
Landscape Repair
Ei
❑
Design and Engineering of Foundation
❑
171
Demolition (Existing Structures)
❑
121
Reactions and Loads for attachment to Walls, Rooftops, or Other
❑
O
Payment and Performance Bonds
❑
p
Foundation Location and Elevation Survey
p
p
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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