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R2017-078 2017-04-24RESOLUTION NO. R2017-78 A Resolution of the City Council of the City of Pearland, Texas, awarding a contract for furnishings associated with the Orange Street Service Center Renovation Project to the Luck Company, in the amount of $100,040.96. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That the City has obtained contract pricing for furniture through the National Cooperative Purchasing Alliance (NCPA). Section 2. That the City hereby awards the bid to The Luck Company, in the amount $100,040.96. Section 3. The City Manager or his designee is hereby authorized to execute a contract for furnishings associated with the Orange Street Service Center Renovation Project. PASSED, APPROVED and ADOPTED this the 24t" day of April, A.D., 2017. ATTEST: APPROVED AS TO FORM: DA RIN M. COKER CITY ATTORNEY TOM RE MAYOR )1 6-4 City of Pearland 3519 Liberty Drive Pearland, TX 77581 General Services Contract Resolution No. R2017-78 This Contract (Contract) is made between the City of Pearland, Texas (City), and Contractor. The City and Contractor agree to the terms and conditions of this Contract, which consists of the following parts: I. Summary of Contract Terms II. Signatures III. Standard Contractual Provisions IV. Special Terms and Conditions V. Additional Contract Attachments I. Summary of Contract Terms. Contractor: The Luck Company P.O. Box 7768 Houston, TX 77270 Description of Services: The Luck Company will provide delivery and set-up of the furniture for the Orange Street Service Center Renovation Project. This order includes: the total proposal for furnishings and furnishings freight. delivery. installation and set up complete in place. Contract Amount: $100,040.96 Effective Date: April 25, 2017 Termination Date: April 24, 2018 Renewal: None Available II. Signatures. By signing below, the parties agree to the terms of this Contract: CITY OF PEARLAND* PurchOfficer ed :Date: k"2 7-1 yCi Manager Assistant City Manager Director Program Manager *Contract Signature Authority: Date CONTRACTOR e: PEs jN .477_17 Date: Program Manager -$5,999 or less Director - $6,000 to $30,000 City Manager/Assistant City Managers - $30,001 to $50,000 City Council Resolution - $50,000+ III. Standard Contractual Provisions. A. Definitions. Contract means this Standard Services Contract. Services means the services for which the City solicited bids or received proposals as described in Exhibit A, attached hereto. B. Services and Payment. Contractor will furnish Services to the City in accordance with the terms and conditions specified in this Contract. Contractor will bill the City for the Services provided at intervals of at least 30 days. except for the final billing. The City shall pay Contractor for the Services in accordance with the terms of this Contract, but all payments to be made by the City to Contractor, including the time of payment and the payment of interest on overdue amounts. are subject to the applicable provisions of Chapter 2251 of the Government Code. C. Termination Provisions. (1) City Termination for Convenience. Under this paragraph. the City may terminate this Contract during its term at any time for the City's own convenience where the Contractor is not in default by giving written notice to Contractor. If the City terminates this Contract under this paragraph, the City will pay the Contractor for all services rendered in accordance with this Contract to the date of termination. (2) Termination for Default. Either party to this Contract may terminate this Contract as provided in this paragraph if the other party fails to comply with its terms. The party alleging the default will give the other party notice of the default in writing citing the terms of the Contract that have been breached and what action the defaulting party must take to cure the default. If the party in default fails to cure the default as specified in the notice. the party giving the notice of default may terminate this Contract by written notice to the other party. specifying the date of termination. Termination of this Contract under this paragraph does not affect the right of either party to seek remedies for breach of the Contract as allowed by law, including any damages or costs suffered by either party. (3) Multi -Year Contracts and Funding. if this Contract extends beyond the City's fiscal year in which it becomes effective or provides for the City to make any payment during any of the City's fiscal years following the City's fiscal year in which this Contract becomes effective and the City fails to appropriate funds to make any required Contract payment for that successive fiscal year and there are no funds from the City's sale of debt instruments to make the required payment, then this Contract automatically terminates at the beginning of the first day of the City's successive fiscal year of the Contract for which the City has not appropriated funds or otherwise provided for funds to make a required payment under the Contract. D. LiabilitN and Indemn tv. Any provision of any attached contract document that limits the Contractor s liability to the City or releases the Contractor from liability to the City for actual or compensatory damages. loss, or costs ,arising from the performance of this Contract or that provides for contractual indemnity by one party to the other party to this Contract is not applicable or effective under this Contract. Except where an Additional Contract Document provided by the City provides otherwise. each party to this Contract is responsible for defending against and liable for paying any claim, suit, or judgment for damages, loss, or costs arising from that party's negligent acts or omissions in the performance of this Contract in accordance with applicable law. This provision does not affect the right of either party to this Contract who is sued by a third party for acts or omissions arising from this Contract to bring in the other party to this Contract as a third -party defendant as allowed by law. E. Assignment. The Contractor shall not assign this Contract without the prior written consent of the City. F. Law Governina and Venue. This Contract is governed by the law of the State of Texas and a lawsuit may only be prosecuted on This Contract in a court of competent jurisdiction located in or having jurisdiction in Brazoria County, Texas. G. Entire Contract. This Contract represents the entire Contract between the City and the Contractor and supersedes all prior negotiations. representations. or contracts, either written or oral. This Contract may be amended only by written instrument signed by both parties. H. Independent Contractor. Contractor shall perform the work under this Contract as an independent contractor and not as an employee of the City. The City has no right to supervise. direct, or control the Contractor or Contractor's officers or employees in the means, methods, or details of the work to be performed by Contractor under this Contract. The City and Contractor agree that the work performed under this Contract is not inherently dangerous, that Contractor will perform the work in a workmanlike manner, and that Contractor will take proper care and precautions to insure the safety of Contractor's officers and employees. I. Dispute Resolution Procedures. The Contractor and City desire an expeditious means to resolve any disputes that may arise between them regarding this Contract. If either party disputes any matter relating to this Contract. the parties agree to try in good faith, before bringing any legal action. to settle the dispute by submitting the matter to mediation before a third party who will be selected by agreement of the parties. The parties will each pay one- half of the mediator's fees. J. Attnrn .v's Fees. Should either party to this Contract bring suit against the other party for breach of contract or for any other cause relating to this Contract. neither party will seek or be entitled to an award of attorney's fees or other costs relating to the suit. K. Severability. If a court finds or rules that any part of this Contract is invalid or unlawful. the remainder of the Contract continues to be binding on the parties. IV Special Terms or Conditions. None. V. Additional Contract Documents. The following specified documents attached to this Contract are part of this Contract. except as follows: any provision contained in any of the Contractor's Additional Contract Documents specified below that conflicts with a Contract provision not included in the Contractor's Additional Contract Documents. does not apply to this Contract. A. Contractor's Additional Contract Documents: B. City's Additional Contract Documents: 1. Scope of Services. EXHIBIT A CONTRACTOR'S SCOPE OF SERVICES The Luck Company will provide delivery and set - up of the furniture , complete and in place. This order includes all the items listed in the attached proposal. CONTRACTOR INSURANCE REOI:IREMENTS & AGREEMENT REOIJIREMENTS Contractors performing work on City property or public right-of-way for the City of Pearland shall provide the City a certificate of insurance or a copy of their insurance policy(s) evidencing the coverages and coverage provisions identified herein. Contractors shall provide the City evidence that all subcontractors performing work on the project have the same types and amounts of coverages as required herein or that the subcontractors are included under the contractor's policy. All insurance companies and coverages must be authorized by the Texas Department of Insurance to transact business in the State of Texas and must be acceptable to the City of Pearland. Listed below are the types and amounts of insurances required. The City reserves the right to amend or require additional types and amounts of coverages or provisions depending on the nature of the work. TYPE OF INSURANCE 1. Workers' Compensation Employers' Liability 2. Commercial General (Public) Liability to include coverage for: a) Premises/Operations b) Products/Completed Operations c) Independent Contractors d) Personal lnjury e) Contractual Liability 3. Business Auto Liability to include coverage for: a) Owned/Leased vehicles b) Non -owned vehicles c) Hired vehicles AMOUNT OF INSI RAN('E Statutory Limits $100,000 per occurrence Personal Injury - $1,000,000 per person; Property Damage - $1,000,000 per occurrence ; General Aggregate - $1,000,000 Combined Single Limit - $1,000,000 PROVISIONS City to be provided a WAIVER OF SUBROGATION and 30 day notice of cancellation or material change in coverage. City to be listed as additional insured and provided 30 day notice of cancellation or material change in coverage. City shall be provided 30 day notice of cancellation or material change in coverage. Certificate of Insurance forms may be faxed to Purchasing Department, attn: Trish Emdt, @ 281-652-1738, phone 281- 652-1790. Questions regarding required insurance should be directed to Bob Pearce, City of Pearland Purchasing Officer, (281) 652-1668. This form must be signed and returned with your quotation. You are stating that you do have the required insurance and if selected to perform work for the City, will provide the certificates of insurance with the above requirements to the City. A PURCHASE ORDER WILL NOT BE ISSUED WITHOUT EVIDENCE OF INSURANCE, AGREEMENT 1 agree to provide the above described insurance coverages within 10 working days if selected to perform work for the City of Pearland. 1 also agree to provide the City evidence of insurance coverage on any and all subcontractors performing work on the project. Project/Bid# Company: Prinied Name: Signat Vendor#(if applicable" Date: CONTRACT/Page 4 QUOTE Number Date AAAQ21 14 Apr 5, 2017 THE 1OCKCOMPANY Name/Address City of Pearland 3519 Liberty Dr. Pearland, TX 77581 Your Single Source for Commercial Furniture P. 0. Box 7768 HOUSTON. TX 77270. T. (7 1 3) 527-0708 F. (71 3) 634-2664 Terms 50% deposit, balance upon substantial completion AtDescription Qty Cost Total AIS NCPA Contract #NCPA07-16 14 - 10'x11' workstations with 82" high segmented panels with quarter glass. 1 S67,335.80 $67,335.80 Each station consists of a 7' single ped credenza, 1 - 42" bridge, 1 - 7' single ped desk. 2 overhead bins. 2 tasklights and 1 - 5 drawer lateral file cabinet. 5 bookcases - 1 - 7'x2' table 1 - 42"x24" table Panels around coffee bar and IT area 3 - 5 drawer lateral cabinets in offices All standard finishes TBD Inspectors area: 66" high segmented panels. For every 2 inspectors, there will be a 96" work surface and each will have a 4' overhead bin. The chief inspector will have a 66" work surface and 66" of overhead bin space. Standard finishes TBD AIS Highback Bolton mesh back task chairs with lumbar support. Grade A fabric for seat TBD 1 $6.493.84 $6,493.84 24 $218.13 $5,235.12 MOP 111111111111r41 Continued On Next Page ... Page 1 of 3 vescrtptton Qty Cost Total AIS Paxton web back guest chair in grade B fabric on seat TBD 20 S100.80 $2.016.00 ----- OFS TCPN (National IPA) Contract #R142213 U shaped laminate offices consisting of 1 - 72" single pedestal credenza, 1 - 48" bridge. 1 30x72" single ped desk. All standard laminate finishes TBD 3 $1,278.40 $3,835.20 Design fees 1 $1,175.00 $1,175.00 Receive, deliver and install during regular business hours, Mon -Fri, 8-5 1 S13,950.00 $13,950.00 NON -RETURNABLE / NON REFUNDABLE SPECIAL ORDER PRODUCT SubTotal S100.040.96 LEAD TIME AFTER ORDER IS RECEIVED BY TLC QUOTATION EXPIRES: DATE: APPROVAL SIGNATURE: 5/5%2017 4-6 weeks Tax Shipping $0.00 S0.00 Total $100,040.96 Page 2 of 3 TERMS AND CONDITIONS OF SALE 1. These Terms and Conditions of Sale become a part of any sale to buyer, is intended to set forth the scope of seller's responsibilities, and together with seller's Project Form and Installation Disclaimer, constitute the entire agreement between the parties once accepted by The Luck Company, L.L.C. ("TLC"). The foregoing quote is an invitation for a offer from buyer and is not a contract until a) a signed quote is received by TLC in its offices no later than noon of the date the quote expires, b) any required deposit has been received by TLC and c) buyer's offer is accepted in writing by an authorized officer of TLC. 2. Buyer acknowledges that the goods are special order products which are custom made upon order and are generally not manufactured until receipt of the order, and once ordered cannot be canceled. 3. Title and risk of loss or damage to the goods shall pass to buyer upon tender of delivery at buyer's address shown, regardless of when partial or final payment is to be made by buyer, except that a security interest in the goods shall remain in TLC, regardless of mode of attachment to realty or other property, until full payment in cash has been made. Buyer shall execute the necessary documents to perfect TLC's security interest, failing which TLC may perfect such interest on behalf of buyer. 4. Buyer shall have the right to reasonable inspection for completeness and/or shortages of goods after delivery, which inspection must be completed within three (3) calendar days after the date of delivery. Any rejection by buyer as to part or all of the goods supplied by TLC shall be in writing specifically stating the non -conformities thereof, and delivered to TLC within three days after delivery. In such event. TLC shall have a reasonable period of time to correct the non -conformities or to replace the goods. Buyer's failure to make rejection within the time period stated or failure to allow TLC to cure buyer's objections shall be deemed to conclusively establish acceptance by buyer. 5. TLC's quoted delivery dates are estimates only; TLC is relying upon estimates from the manufacturer. In the event of delay in performance due to any cause beyond TLC's reasonable control, the date of delivery or time for completion shall be adjusted to properly reflect the delay. 6. Unless specifically itemized, the price quoted in TLC's quote does not include any federal. state or other taxes that may be applicable to this transaction, the goods, its sale, or any services performed in connection therewith. Such taxes shall be paid by buyer to TLC, unless buyer's tax exemption number is provided. 7. Any warranties on the products sold hereby are those made by the manufacturer of such products. The Luck Company. L.L.C. hereby expressly disclaims all warranties, either express or implied. Accessories or goods furnished by TLC, but manufactured by others, shall carry whatever warranty, if any, the manufacturers have conveyed to TLC and which can be passed on to buyer. TLC shall not be liable for any repairs, replacements, or adjustments to the goods or for any costs of labor performed by buyer without TLC's prior written approval. 8. TLC makes no performance warranty of any kind. 9. TLC MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, EXCEPT THAT OF GOOD TITLE TO THE GOODS, AND ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ARE HEREBY DISCLAIMED. BUYER ACKNOWLEDGES IT IS NOT RELYING UPON ANY REPRESENTATION FROM TLC. 10. Buyer shall not have the right to retain, back -charge, or set off against any amounts which may become payable to TLC under this agreement or otherwise. I I . The remedies of buyer set forth herein are exclusive, and the total liability of TLC with respect to this agreement or the goods and services furnished hereunder, in connection with the performance or breach thereof, or from the manufacturer, sale, delivery, installation, repair or technical direction covered by or furnished under this agreement, whether based on contract, warranty, negligence, indemnity, strict liability, statute, or otherwise, shall not exceed the purchase price of the goods. 12. No waiver by TLC of any breach of any part of the agreement with buyer shall be construed as a waiver of any succeeding breach of the same or of any other covenant or condition, and in no event shall this provision itself be waived. 13. This contract is not cancelable by either party hereto except (a) upon previously agreed terms reduced to writing or (b) upon occurrence of an event that by law allows cancellation by a party hereto. 14. Buyer agrees to pay eighteen percent (18%) interest on all past due sums. commencing thirty days after delivery of invoice.