Contract - Restroom Facilities Limited - 11/24/2015 CITY OF ROUND ROCK AGREEMENT FOR
PURCHASE AND INSTALLATION OF A RESTROOM
AT ROUND ROCK WEST PARK WITH
RESTROOM FACILITIES LIMITED
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
THAT THIS AGREEMENT for the purchase and installation of a restroom at Round
Rock West Park, and for related goods and services (referred to herein as the "Agreement"), is
made and entered into on this the 7^day of the month of Iii d1(PQM 1,_,-- , 2015 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 RESTROOMS FACILITIES LIMITED, whose offices are located at 1707 Colt
Circle Marble Falls,Texas 78654 (referred to herein as "Vendor").
RECITALS:
WHEREAS, City desires to purchase certain deliverables and installation services,
specifically, a restroom for Round Rock West Park, and City desires to procure same from
Vendor; and
WHEREAS, City is a member of the Buy Board Cooperative Purchasing Program ("Buy
Board") and Vendor is an approved Buy Board vendor; and
WHEREAS, City desires to purchase of certain goods and services from Vendor through
Buy Board 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 Vendor is obligated to sell same. The Agreement
includes Vendor's Proposal dated October 7, 2015 (attached as Exhibit"A").
B. City means the City of Round Rock, Williamson and Travis Counties, Texas.
C. Effective Date means the date upon which the binding signatures of both parties
to this Agreement are affixed.
D. Force Majeure means acts of God, strikes, lockouts, or other industrial
disturbances, acts of the public enemy, orders of any kind from the government of the United
States or the State of Texas or any civil or military authority, insurrections, riots, epidemics,
landslides, lightning, earthquakes, fires, hurricanes, storms, floods, restraint of the government
and the people, civil disturbances, explosions, or other causes not reasonably within the control
of the party claiming such inability.
E. Goods mean the specified supplies, materials, commodities, or equipment.
F. Services mean work performed to meet a demand or effort by Vendor to comply
with promised delivery dates, specifications, and technical assistance specified.
2.01 EFFECTIVE DATE, TERM,ALLOWABLE RENEWALS,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 purchase and installation of all goods
and services as described in Exhibit"A."
C. Prices shall be firm for the duration of this Agreement. No separate line item
charges shall be permitted for invoicing purposes, including but not limited to equipment rental,
demurrage, costs associated with obtaining permits, or any other extraneous charges.
D. City reserves the right to review the relationship with Vendor at any time, and
may elect to terminate this Agreement with or without cause or may elect to continue.
3.01 CONTRACT DOCUMENTS AND EXHIBITS
The goods and services which are the subject matter of this Agreement are described in
Exhibit "A" and, together with this Agreement, comprise the Contract Documents. Any
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inconsistencies or conflicts in the contract documents shall be resolved by giving preference to
the terms and conditions of this Agreement.
4.01 SCOPE OF WORK
Vendor shall satisfactorily provide all goods and complete all services described in
Vendor's Proposal, Exhibit"A," attached hereto and incorporated herein.
This Agreement shall evidence the entire understanding and agreement between the
parties and shall supersede any prior proposals, correspondence or discussions.
Vendor shall satisfactorily provide all deliverables and services described in Exhibit "A"
within the contract term specified. A change in the Scope of Services must be negotiated and
agreed to in all relevant details, and must be embodied in a valid Supplemental Agreement as
described herein.
5.01 CONTRACT AMOUNT
In consideration for the deliverables and services related to the deliverables, the City
agrees to pay Vendor Eighty-Four Thousand Four Hundred Twenty-Four Dollars and
no/100 ($84,424.00) 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 SERVICES PROVIDERS
If Vendor cannot provide the goods as specified, City reserves the right and option to
obtain the products from another supplier or suppliers.
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12.01 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Michael Chau
Park Development Specialist
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.goy/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
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C. Becomes insolvent or seeks relief under the bankruptcy laws of the United-
States.
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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(3 0) 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.
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B. Services Provider 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 Services Provider agrees to perform all
operations on City-owned facilities in compliance with the City's Illicit Discharge Ordinance to
minimize the release of pollutants into the MS4. The Services Provider 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
Services Provider agrees to comply with any applicable TCEQ Total Maximum Daily Load
(TMDL) Requirements and/or I-Plan requirements.
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 in this Agreement.
Notice to Vendor:
Restroom Facilities Limited
1707 Colt Circle
Marble Falls, Texas 78654
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
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Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Vendor.
21.01 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms or conditions
herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be
governed by and construed in accordance with the laws and court decisions of the State of Texas.
22.01 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Vendor and City. This Agreement may only be amended or supplemented by mutual agreement
of the parties hereto in writing, duly authorized by action of the City Manager or City Council.
23.01 DISPUTE RESOLUTION
City and Vendor hereby expressly agree that no claims or disputes between the parties
arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration
proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9
USC Section 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 perfonned in a manner according to
generally accepted industry practices.
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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.
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 of Ro#pd Rock, Texas Restroom Facilities Limited
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By: ' r r By:PrintedName: VN Printed Na 1?
Title: G1NQ1r Title: 0,�-de.+
Date Signed: Date Signed: 111/t0 ( 1S—
Attest: S✓Attest: n,,
By: C4 �V�- - RGA
Sara L. White, City Clerk
For City, roved as to F rm:
By:
Stephan beets, City Attorney
9
EXHIBIT "A"
PROPOSAL
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A tRr_%T rih Company
TURNKEY QUOTATION
PROJECT NAME: ROUND ROCK WEST PARK - ROUND ROCK, TEXAS
OWNER: ROUND ROCK, TEXAS
DATE: 10/07/2015
Restroom Facilities Limited (RFL), the Nation's leading specialized restroom design/build firm
since 1988, offers to furnish and install, per plans and specifications, subject to our attached
Scope of Work, and the Standard Terms and Conditions of Sale, which become part of our offer
to sell.
BUYBOARD CONTRACT 423-13
RFL BASE MODEL# B202 @ 1 $ 75,500.00
6" EXTENDED SLAB EACH SIDE ADD $ 1,260.00
225 AMP ELECTRICAL PANEL ADD $ 164.00
INSTALL @ $ 4,500.00
TOTAL WITH BUYBOARD DISCOUNT @ $ 81,424.00
FREIGHT AND CRANE @ $ 3,000.00
TOTAL BUYBOARD W/ FREIGHT AND CRANE @ $ 84,424.00
Note: You must itemize your purchasing document as shown in this quote.
Payment terms: 50% installment with order; 40% in progress billings during construction; and
balance of 10% upon completion of delivery and installation, no retention. Payment of 90%
must be received by RFL prior to scheduling of delivery and installation. Thank you for
considering RFL as your restroom specialist for this project.
HOW WE WORK
Once plans have been approved and engineer stamped, the manufacturing process begins.
Typically, the construction time frame is approximately 90-120 days and begins with execution
of sales order and receipt of approved submittals, color selections and progress payments.
In-plant inspection reports and certifications will be provided by an independent inspection
agency. The client must prepare the site in accordance with the "Scope of Work by Client"
attached and coordinate any required on site inspections. After the site prep has been
completed, our crew arrives to perform the installation. They will verify elevation, offsets,
location, and access.
Exclusions:
nitial Initial Page 1 of 8
1707 Colt Circle, Marble Falls,Texas 78654 0 Phone: 512.222.5454 o,,wv%,.restroomfacilities.com
EXHIBIT "A"
PROPOSAL
A. Sidewalks beyond building slab.
B. Site issues beyond the control of RFL.
C. Damage to existing improvements.
D. Protection of existing utilities, landscaping, and improvements.
E. If required per geotech report, footing, piers, and/or select fill labor and materials to be
provided by others.
F. Excavation and backfill.
CLIENT'S SCOPE OF WORK
TURNKEY INSTALLATION OF RESTROOM BUILDING WITH ATTACHED SLAB
1. SURVEY STAKES:
Provide ten foot offset stakes and locate front corners of building, existing utilities, and
inverts within the area of construction. Locate and mark final slab elevation.
2. SUBGRADE PAD:
Preparing the site is fairly simple. Detailed instructions to prepare the building site are
as follows:
2.1. Excavate down ten inches below the finish floor elevation (the slab is eight inches
thick on top of a two inch sand bed).
2.2. If soils are poor, it may be necessary to import six inches of Class II base rock,
and pour for a footing and/or piers. (This is not necessary if native soils will
compact)
2.3. Compact to 95%, or to local code requirement.
2.4. Compact one foot over in all directions (over build).
2.5. Supply approximately five cubic yards of clean sand, on side of site, for fine
grading.
2.6. Excavate and backfill trenches up to and within building pad for RFL supplied
underground utility service kits.
2.7. Provide water and inspection for RFL supplied underground sewer kit.
2.8. Depending on weather, all irrigation should be turned off prior to delivery to allow
the surrounding soils to dry and bear the weight of the truck and crane.
2.9. Check corner locations against plans for proper sizing.
2.10. Verify finish floor elevation for concrete slab (shipped fully attached to the
building.)
2.11. Excavate one foot perimeter footing if required by local code to specified depth.
3. SITE ACCESS AND STORAGE:
Provide suitable safe clear access to allow a crane (up to 110 tons), and the building on
a semi-trailer(up to 40 tons)to reach site (14'width, 70' length, and 14' in height). If
path to site is over existing utilities, sidewalks, or other damageable areas, proper
marking, plating or other appropriate protection must be provided by CLIENT. CLIENT is
responsible for removing any overhead obstructions (i.e. power lines, trees). This
nitial Initial Page 2 of 8
1.707 Colt Circle, Marble Falls, Texas 78654 0 Phone: 512.222.5454 a ,A,,ww.restroornfadlitJes.com
EXHIBIT "A"
PROPOSAL
proposal provides for a 110 ton crane with access to within 25' of the building pad. The
proposal is based on four (4) hours of crane time. If access is limited a larger crane may
be required. All additional crane costs shall be borne by the CLIENT. A direct route to
the project site is assumed. Should routes be altered due to road closures or
restrictions, additional fees may apply.
4. UTILITIES:
Bring water, sewer, and power (if applicable) utilities into point of connection Christy
boxes (supplied by RFL), within six feet of the building line at the location shown on our
plan.
4.1. Water: RFL will furnish and install a water point of connection (isolation valve),
from mechanical chase to a Christy box six feet from the building line. CLIENT
must connect service to valve.
4.2. Sewer: RFL will furnish and install a sewer point of connection from mechanical
chase to a Christy box six feet from the building line. CLIENT must connect
service.
4.3. Electrical: (when this option is chosen) RFL will furnish and install a PVC conduit
and a Christy box to the point of connection six feet from the building line.
CLIENT to pull the electrical service line through the conduit and connect to the
main panel lugs inside the building. All electrical inside the building will be
furnished and installed by RFL, except as noted above in exclusions.
4.4. If the utilities are not available when we depart the site, testing and minor leaks
will be the responsibility of the CLIENT.
4.5. A minimum 1'/2" line with 25 gpm at 60 psi pressure minimum is required to
ensure that water closets will operate as designed. If this is not available an
auxiliary holding tank may be required.
5. SPECIAL CONDITIONS AND COSTS:
If specifications by owner require any testing or special inspections, costs, if any, shall
be borne by CLIENT.
6. PERMITS AND FEES:
All building permits and fees shall be borne by CLIENT.
7. INSPECTIONS:
It is very important that the CLIENT understand that our costs are based upon fast track
construction and that delays for inspection are an impediment to the timely completion of
the project. We seek the full cooperation of the CLIENT and local building officials or
project inspectors in accomplishing this end. We require that all inspections be
scheduled with adequate notice to ensure that the underground plumbing and electrical
work is approved prior to placement of building. We require that final inspection and
acceptance by owner and building officials be performed immediately following RFL's
Phi Initial Initial Page 3 of 8
11707 Colt Circle, Marble Falls,Texas 78654 0 Phone: 512.222.5454 0 v.vvt�l.restroornfacilities.com
EXHIBIT "A"
PROPOSAL
completion of installation. We also require final inspection and acceptance immediately
following RFL's conclusion of any correction items.
8. SITE CLEANUP AND DEBRIS REMOVAL:
CLIENT shall provide an on-site trash bin for disposal of one pick up load of debris. All
excess spoils shall be responsibility of CLIENT. All rough and final grading shall be by
CLIENT.
9. SOILS INFORMATION:
Even though the building department may not require an official soils report, it is always
a good idea to obtain one. Our slab requires a minimum allowable soil bearing pressure
of 1,000 psf. This value needs to be confirmed, on site, by the owner, or through the
owner's contractor, and not by RFL. The need to obtain a soils report is only a
recommendation by RFL. Ultimately, it is up to the owner and the local jurisdiction to
decide whether or not to pursue evaluating the soils beyond the generally conservative
assumptions given in current applicable codes.
STANDARD TERMS AND CONDITIONS OF SALE
1. LINKAGE:
These Terms and Conditions of Sale shall apply and form a part of the Company's Offer
to Sell and supersede all other expressed or implied terms and be linked to our
Agreement for work whether or not signed by the Purchaser.
2. ACCEPTANCE:
Unless otherwise expressly stated herein, the Company's Offer supersedes all previous
quotations and expires, unless accepted by purchaser, within sixty (60) days from date
of Offer. None of the Terms and Conditions contained in this quotation may be added
to, modified, superseded or otherwise altered except by a written instrument signed by
the President of the Company. Each shipment to buyer from the Company shall be
deemed to be only under these Terms and Conditions of Sale, which shall become part
of our Offer to Sell, notwithstanding any Terms and Conditions that may be contained in
any purchase order or other form of the buyer, notwithstanding the shipment,
acceptance of payment or similar act of the Company. All Purchase Orders when
accepted by the Company at 1707 Colt Circle, Marble Falls, Texas 78654, will be in
accordance with the Laws of the State of Texas. All orders are subject to review by the
Company in accordance with the Company's Offer to Sell before final acceptance is
authorized. All disputes shall be governed by applicable Texas Law and all claims shall
be filed and litigated in Burnet County, Texas, with the prevailing party recovering
attorney's fees.
ZIVInitial Initial Page 4 of 8
1707 Colt Circle, Marble Falls, Texas 78654 0 Phone: 512.222.5454 0 v•.,,rvw.restroomfaCllities.com
EXHIBIT "A"
PROPOSAL
3. PRICES:
Sales tax is not required provided the structure is installed by RFL. All Use taxes, and
applicable in plant taxes, permits and fees are paid for by RFL. If payment is not made
by client in accordance with the Contract Terms, interest will be charged at the rate of
1-1/2% (one and one/half percent) per month until paid. If an order is accepted by the
Company, and a delivery date is accepted by the Client, and delivery is delayed by the
Client, payment of all but 10% is due upon completion at the Point of Manufacture. A
1-1/2% (one and one/half percent) per month added fee shall be due for each month the
shipment is delayed.
4. TERMINATION:
Purchaser shall be responsible for costs of work performed which will include overhead
and profit. Contract may not be cancelled once production has commenced.
5. TITLE AND LIEN RIGHTS:
All Products remain the personal property of the Company, whether or not affixed to any
other real property or structure, until the price (including any notes given therefore)of the
equipment has been fully paid in cash. The Company shall, in the event of the
purchaser's default, have the right to enter upon any premises and repossess such
structures and equipment wherever it may be located.
6. LACHES:
Failure of the Company to exercise any right or remedy under this contract shall not be
deemed a waiver of such right, nor shall any lien or other right of the Company be lost or
impaired by laches or in any manner or by any act or failure to act.
7. LIMITATION OF LIABILITY:
Under no circumstances, unless stated in our Offer to Sell or bid, shall the Company
have any liability for liquidated damages, for collateral, consequential special damages,
loss of profits, loss of production, delay in the progress of construction, whether resulting
from delays in delivery, performance, breach of warranty, due to lack of timely
performance in reviewing and approving shop drawings, completing site preparation or
lack of payment in accordance with the terms set forth herein. The aggregate total
liability of the Company under the contract, whether for breach of warranty or otherwise
shall in no event exceed the contract price. Buyer agrees to indemnity and holds
harmless the Company from all claims by third parties which extend beyond the
foregoing limitations on the Company's liability.
8. DELIVERY:
Except as may be otherwise specified in the attached Offer, delivery will be F.O.B. point
of manufacture. Time of delivery is an estimate only. The Company shall in no event be
liable for delays caused by fires, acts of God, strikes, labor difficulties, acts of
Government or military, delays in transportation or procurement of materials or causes of
PPnitial
Initial Page 5 of 8
07 Colt Circle, Marble c=alls, Texas 78654 0 Phone: 512.222.5454 0 U�,,v%,w,restroomfa cilities.com
EXHIBIT "A"
PROPOSAL
any kind beyond the Company's immediate control. If building is ready for shipment and
Customer delays said shipment, Company shall store the facility at the point of
manufacturing and charge 1-1/2% (one and one/half percent) per month as a storage
charge. If shipment arrives and site is not ready, Owner shall pay any off-site storage
fees as applicable.
9. WARRANTY:
All Products produced by the company are warranted to the purchaser to be free from
defects in material, workmanship and title. The Company will replace or repair, at its
option, defects in workmanship or any part which is proven defective within one year
from delivery. This warranty applies only where the Company has been notified in
writing of the defect within the warranty period and where any equipment has been
properly operated and maintained in accordance with the Company's instructions: the
Company having no responsibility for abuse, neglect or improper storage. Should any
issues arise where additional work must be performed RFL retains the right to perform
this work at the earliest opportunity. Should it be necessary to have this work performed
by others due to the nature of the work or a conflict in scheduling, RFL must be notified
48 hours in advance in writing and given the opportunity to perform said work. Should it
be necessary to have this work performed by others a written estimate must be
approved by RFL in advance of any work being undertaken. The Company assigns any
and all warranties for fixtures, appliances, and other equipment manufactured by others
to said other manufacturer. Due to its nature, concrete is prone to settling and cracking.
Minor cracking in the concrete is normal and is not the responsibility of RFL. We use
high quality 304 stainless steel in our products and under certain conditions and/or
improper maintenance stainless steel may rust. Minor rust spots or discoloration are not
the responsibility of RFL. The foregoing shall constitute the said liability of the Company
and the sole remedy to the purchaser. Company's warranties as set forth in this
paragraph are exclusive and are in lieu of, and purchaser hereby waives all other
warranties, expressed or implied, including without limitation, any implied warranties or
merchantability and fitness. This warranty shall be void if payment in full for the project
is not received by the Company in accordance with these Terms and Conditions of Sale.
10. CREDIT:
(Deposit and Progress Payments)
11. MUNICIPAL AND FEDERAL GOVERNMENT AGENCIES:
Orders may require deposits or progress payments. If buyer's financial situation justifies
such action, the Company may at its election require payment in advance or cancel the
order as to any unshipped item and require payment of its reasonable cancellation
charges. If the buyer delays completion of manufacture or a delay in shipment, the
Company shall require payment according to the percentage of completion. In the event
of the default of the buyer, the Company is entitled to the full amount due including
#� Initial Initial Page 6 of 8
707 Colt Circle, Marble Falls, Texas 78654 0 Phone: 512.222.5454 r^;vvw.restroomf icilities.com
EXHIBIT "A"
PROPOSAL
reasonable attorneys fees, costs, storage, expenses of physical recovery, and interest at
1-1/2% (one and one/half percent) per month.
12. CLIENTS AND NON-GOVERNMENT AGENCIES:
Orders may require deposits or advance payment as well as progress payments subject
to the buyer's credit worthiness in accordance with the Company's applicable credit
policies. Breach of any payment terms shall accelerate full payment which shall be due
the balance of the contract amount including change orders.
IIAP Initial Initial Page 7 of 8
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1707 Colt Circle, Marble Falls,Texas 78654 0 Prone: 512.222.5454 v:�vsti1.rest-oomFacilities.com
EXHIBIT "A"
PROPOSAL
Restroom Facilities Limited
John P an, President Date
Client Name
Name and Title Date
Z'R,nitial Initial Page 8 of 8
1707 Colt Circle, Marble Falls, Texas 78654 0 Phone: 512.222.5454 0 kr<v,-vw.restroomfaciiities.com