R2023-201 2023-09-11RESOLUTION NO. R2023-201
A Resolution of the City Council of the City of Pearland, Texas, awarding a
sole purchase of service filters and assemblies to support the JHEC Water
Reclamation Facility to Aqua-Aerobic Systems, Inc., in the estimated
amount of $150,000.00.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. Pursuant to Section 252.022 (a) (7) of the Texas Local Government
Code, the City may procure products that are available from only one source.
Section 2. That the City Council hereby awards a contract to Aqua-Aerobic Systems,
Inc., in the unit price amounts reflected in Exhibit “A” attached hereto.
Section 3. The City Manager or his designee is hereby authorized to execute a
supply contract for filters and assemblies.
PASSED, APPROVED and ADOPTED this the 11th day of September, A.D., 2023.
________________________________
J. KEVIN COLE
MAYOR
ATTEST:
________________________________
FRANCES AGUILAR, TRMC, MMC
CITY SECRETARY
APPROVED AS TO FORM:
________________________________
DARRIN M. COKER
CITY ATTORNEY
DocuSign Envelope ID: 47BE9D2E-7CBC-481E-9688-CF9D54C2096D
Service Contract Standard Form
Approved as to Legal Form 6.28.2021 Page 1 of 7
City of Pearland
3519 Liberty Drive
Pearland, TX 77581
SERVICE CONTRACT NO. S0823-13
Disc Filters and Components for Required Effluent Filtration
THIS CONTRACT ("Contract") is entered into by and between the City of Pearland, a Texas
home-rule municipal corporation (“City”) and Aqua-Aerobics Systems, Inc. (“Supplier"), and
consisting 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.
Supplier: Aqua-Aerobics Systems, Inc.
6306 N. Alpine Rd.
Loves Park, IL 61111
Description of Services: Supplier will provide components per request of City and will offer
installation assistance and supervision of such components
within the filtration system to meet original engineering standards
for full capacity for the City of Pearland’s Wastewater Facilities,
as needed, per the specifications of Proposal No. 69806.
Contract Amount: $150,000.00
Effective Date: September 12, 2023
End Date: September 11, 2024
Renewals: 0
Resolution No/Bid No: R2023-201; Proposal No. 69806
II. Signatures
CITY OF PEARLAND SUPPLIER
Purchasing Officer Date Title:
Date:
*Signed by: Date
Superintendent/Manager
Director
Deputy/Assistant City Manager
City Manager
*City Contract Signature Authority: Superintendent/Manager – up to $10,000
Director - $10,001 - $30,000
City Manager/Deputy/Assistant City Manager - $30,001 +
City Council Resolution over $50,000
10/17/2023
Contract Administrator
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10/18/2023 | 8:47 AM CDT
10/19/2023 | 8:43 AM CDT
Service Contract Standard Form
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III. Standard Contract Provisions
WHEREAS, Supplier has bid to provide Services (“Services”) in response to Request for
Bid/Proposal No. 69806. (“Solicitation”), which Solicitation includes the required scope of work and
all specifications and which Solicitation and the Supplier’s bid or proposal response, as applicable,
are incorporated by reference in this Contract as Exhibits 1 and 2, respectively, as if each were
fully set out here in its entirety.
NOW, THEREFORE, City and Supplier agree as follows:
1. Scope. Supplier will provide Services in accordance with the attached Scope of Work, as
detailed in Attachment A, the content of which is incorporated by reference into this Contract
as if fully set out here in its entirety, and in accordance with Exhibit 2.
2. Term. This Contract is for one (1) year, with performance commencing upon the effective
date or the date of issuance of the notice to proceed issued by the Contract Administrator or
the Purchasing Division, or upon the performance date listed in the notice to proceed,
whichever is later. The parties may mutually extend the Term of this Contract for up to 0 (zero)
additional one-year periods (“Option Period(s)”), provided, the parties do so by written
amendment prior to the expiration of the original term or the then-current Option Period. The
City’s extension authorization must be executed by the City Manager or designee.
3. Compensation and Payment. This Contract is for an estimated amount of $150,000.00,
subject to approved extensions and changes. Payment will be made for Services completed
and accepted by the City within thirty (30) days of acceptance, subject to receipt of an
acceptable invoice. Supplier shall invoice no more frequently than once per month. All pricing
must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B,
the content of which is incorporated, in its entirety, by reference into this Contract. Any amount
not expended during the initial term or any option period may, at the City’s discretion, be
allocated for use in the next option period.
Invoices will be emailed to the following email address with a copy provided to the Contract
Administrator:
City of Pearland
Attn: Accounts Payable
Email: accountspayable@pearlandtx.gov
4. Contract Administrator. The Contract Administrator designated by the City is responsible
for approval of all phases of performance and operations under this Contract, including
deductions for non-performance and authorizations for payment. The City’s Contract
Administrator for this Contract is as follows:
Name: Tammy Sue Akif
Department: Engineering & Public Works
Phone: 281.652.1826
Email: takif@pearlandtx.gov
5. Insurance; Bonds.
(A) Before performance can begin under this Contract, the Supplier must deliver a
Certificate of Insurance (“COI”), as proof of the required insurance coverages, to the
City’s Contract Administrator. Additionally, the COI must state that the City shall be
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provided no less than thirty (30) days’ advance written notice of cancellation, material
change in coverage, or intent not to renew any of the policies. The City must be named
as an additional insured. The City Attorney must be given copies of all insurance
policies within ten (10) days of the City Manager or his designee’s written request.
Insurance requirements are as stated in Attachment C, the entirety of which is
incorporated by reference into this Contract.
(B) Supplier shall provide any required payment bond, performance bond, or both, prior to
commencement of performance under this Contract. The terms, conditions, and
amounts of the bonds and appropriate surety information shall be included in the
RFB/RFP or as may be added to Attachment C, and such content, the entirety of
which, shall be incorporated into this Contract.
6. Purchase Release Order. For multiple-release purchases of Services provided by the
Supplier over a period of time, the City will exercise its right to specify time, place and quantity
of Services to be delivered in the following manner: the authorized City department or division
shall send to Supplier a purchase release order signed by an authorized agent of the
department or division. The purchase release order shall refer to this Contract, and Services
shall not be rendered until the Supplier receives the signed purchase release order.
7. Inspection and Acceptance. City may inspect all products supplied before acceptance. Any
Services or products that are provided but not accepted by the City must be corrected or re-
worked immediately at no charge to the City. If immediate correction at no charge cannot be
made by the Supplier, a replacement product may be procured by the City on the open market
and any costs incurred, including additional costs over the item’s bid/proposal price, shall be
paid by the Supplier within thirty (30) days of receipt of City’s invoice.
8. Warranty.
(A) The Supplier warrants that all products supplied under this Contract are new, quality
items that are free from defects, fit for their intended purpose, and of good material and
workmanship. The Supplier warrants that it has clear title to the products and that the
products are free of liens or encumbrances.
(B) In addition, the products purchased under this Contract shall be warranted by the
Supplier or, if indicated in Attachment D by the manufacturer, for the period stated
therein. Attachment D, the entirety of which, is attached to this is incorporated into this
Contract.
(C) Supplier warrants that all Services will be performed in accordance with the standard
of care used by similarly situated contractors performing similar services.
9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing Schedule
are estimates only and do not obligate the City to order or accept more than the City’s actual
requirements nor do the estimates restrict the City from ordering less than its actual needs
during the term of the Contract including any Option Period. Substitutions and deviations from
the City’s product requirements or specifications are prohibited without the prior written
approval of the Contract Administrator.
10. Non-Appropriation. The continuation of this Contract after the close of any fiscal year of the
City, which fiscal year ends on September 30th annually, is subject to appropriations and
budget approval specifically covering this Contract as an expenditure in said budget, and it is
within the sole discretion of the City’s City Council to determine whether or not to fund this
Contract. The City does not represent that this budget item will be adopted, as said
N/A
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determination is within the City Council's sole discretion when adopting each budget.
11. Independent Contractor. Supplier shall perform all work required by this Contract as an
independent contractor and will furnish such Services in its own manner and method, and
under no circumstances or conditions will any agent, servant or employee of the Supplier be
considered an employee of the City.
12. Subcontractors. In performing the Services, the Supplier will not enter into subcontracts or
utilize the services of subcontractors unless the subcontractors were identified in the
bid/quote/proposal or approved by the Contract Administrator.
13. Amendments. This Contract may be amended or modified only in writing and executed by
authorized representatives of both parties.
14. Waiver. No waiver by either party of any breach of any term or condition of this Contract
waives any subsequent breach of the same.
15. Taxes. The Supplier covenants to pay payroll taxes, Medicare taxes, FICA taxes,
unemployment taxes and all other applicable taxes. Upon request, the City Manager shall be
provided proof of payment of these taxes within 15 days of such request.
16. Notice. Any notice required under this Contract must be given by hand delivery, or certified
mail, postage prepaid, and is deemed received on the day hand-delivered or on the third day
after postmark if sent by certified mail. Notice must be sent as follows:
IF TO CITY:
City of Pearland
Attn: Roel Garcia
Title: Superintendent
Address: 2016 Old Alvin Rd, Pearland, TX 77581
Phone: 281.652.1933
IF TO SUPPLIER:
Aqua-Aerobics Systems, Inc.
Attn: Denise Uchacz
Title: Aftermarket Sales Representative
Address: 6306 N. Alpine Rd., Loves Park, IL 61111
Phone: 815.654.2501
17. Liability and Indemnity. ANY PROVISION OF ANY ATTACHED CONTRACT
DOCUMENT THAT LIMITS THE SUPPLIER’S LIABILITY TO THE CITY OR
RELEASES THE SUPPLIER 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
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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.
18. Dispute Resolution Procedures. The Supplier 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.
19. Attorney’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.
20. Termination.
(A) 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 Supplier
is not in default by giving written notice to Supplier. If the City terminates this Contract
under this paragraph, the City will pay the Supplier for all services rendered in
accordance with this Contract to the date of termination.
(B) 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 shall provide 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
pursuant 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.
21. Owner’s Manual and Preventative Maintenance. Supplier agrees to provide a copy of the
owner’s manual and/or preventative maintenance guidelines or instructions if available for any
equipment purchased by the City pursuant to this Contract. Supplier must provide such
documentation upon delivery of such equipment and prior to receipt of the final payment by
the City.
22. Limitation of Liability. The City’s maximum liability under this Contract is limited to the total
amount of compensation listed in this Contract. In no event shall the City be liable for
incidental, consequential or special damages.
23. Assignment. No assignment of this Contract by the Supplier, or of any right or interest
contained herein, is effective unless the City Manager first gives written consent to such
assignment. The performance of this Contract by the Supplier is of the utmost importance of
this Contract, and the City Manager's right to withhold consent to such assignment is within
the sole discretion of the City Manager on any ground whatsoever.
24. Severability. Each provision of this Contract is considered to be severable and, if, for any
reason, any provision or part of this Contract is determined to be invalid and contrary to
applicable law, such invalidity shall not impair the operation of nor affect those portions of this
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Contract that are valid, but this Contract shall be construed and enforced in all respects as if
the invalid or unenforceable provision or part had been omitted.
25. Order of Precedence. In the event of any conflicts or inconsistencies between this Contract,
its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference
to the documents in the following order of priority:
A. this Contract (excluding attachments and exhibits);
B. its attachments;
C. the bid solicitation document including any addenda (Exhibit 1); then,
D. the Supplier’s bid response (Exhibit 2).
26. Certificate of Interested Parties. Supplier agrees to comply with Texas Government Code
Section 2252.908, as it may be amended, and to complete Form 1295 “Certificate of
Interested Parties” as part of this Contract if required by said statute for items approved by
the City Council.
27. Governing Law. Supplier agrees to comply with all federal, Texas, and City laws in the
performance of this Contract. The applicable law for any legal disputes arising out of this
Contract is the law of the State of Texas, and such form and venue for such disputes is the
appropriate district, county, or justice court in and for Brazoria County, Texas.
28. H.B. 89. In accordance with Chapter 2270 of the Texas Government Code, the signatory
executing this contract on behalf of company verifies that the company does not boycott Israel
and will not boycott Israel during the term of this contract. This clause is subject to companies
with ten or more full time employees and the contract value is $100,000 or more that is to be
paid wholly or partially with public funds of the governmental entity.
29. Public Information Act Requirements. This paragraph applies only to Contracts that have
a stated expenditure of at least $1,000,000 or that result in the expenditure of at least
$1,000,000 by the City. The requirements of Subchapter J, Chapter 552, Government Code,
regarding certain entities requirement to provide contracting information to governmental
bodies in connection with a public information request, may apply to this contract and the
Supplier agrees that the contract can be terminated if the Supplier knowingly or intentionally
fails to comply with a requirement of that subchapter.
30. Entire Agreement. This Contract constitutes the entire agreement between the parties
concerning the subject matter of this Contract and supersedes all prior negotiations,
arrangements, agreements, and understandings, either oral or written, between the parties.
IV. Special Terms and Conditions. None.
V. Additional Contract Documents
Attached and Incorporated by Reference:
Attachment A: Scope of Work
Attachment B: Bid/Pricing Schedule
Attachment C: Insurance and Bond Requirements
Attachment D: Warranty Requirements
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Incorporated by Reference Only:
Exhibit 1: RFB/RFP/ Bid No. 69806
Exhibit 2: Supplier’s Bid/Proposal Response
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ATTACHMENT A – SCOPE OF WORK
The scope of the contract renewal covers the replacement and installation assistance and
supervision of all non-functioning components within the filtration system to meet original
engineering standards to reach its full capacity for the City of Pearland’s Wastewater Division for
the period of one (1) year per the specifications of Proposal No. 69806.
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ATTACHMENT B – BID/PRICING SCHEDULE
DocuSign Envelope ID: 8E738EA3-6152-4077-B359-60EEC284C331
Proposal Date: August 28, 2023 Proposal # 69806
$25.20Flat washer 5/16, 316 stainless
(9) needed per frame
Part number 2600951
180 $0.14
$3,571.701$3,571.70
$1,922.648$240.33
$44.4816$2.78
$412.808$51.60
$12,541.302$6,270.65
$1,049.928$131.24
$217.848$27.23
$12,000.001$12,000.00
Backwash support system assembly, RH, part # 911636860012
*For filter # 2
***Lead Time: 10-12 Business Weeks***
Backwash shoe assembly, 8mm, part # 2967179
*For filter # 2
***Lead Time: 10-12 Business Weeks***
Hose Clamp, 1.312-2.250" 316SS, part # 2611332
*For filter # 2
1.5" diameter BW Hose, 78", part # 2612035-78
*For filter # 2
***Lead Time: 7-8 Business Weeks***
Pump and motor assembly, part # 911636860104
Includes coupling assemblies
*For filter # 2 & 4
***Lead Time: 14 Business Weeks***
Vacuum Gauge, 2.5" 30"/0HG, part # 2610557
*For all 4 filters
Pressure Gauge, 2.5 0-15 PSI, part # 2607690
*For all 4 filters
(1) AASI Field service technician on site for (6) days, (2) trips total,
to train on cloth installation, offer installation assistance and
supervision of the components listed in this proposal.
* Note that our technician will be on site, each week, Tuesday
through Thursday, with Monday and Friday reserved for travel.
PROPOSAL NOTES:
1. Freight charges are NOT included in this proposal. Freight charges will be prepaid with actual charges to
be added to invoice.
2. Installation of the equipment listed in this proposal shall be by others.
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Proposal Date: August 28, 2023 Proposal # 69806
3. Payable net 30 days from date of shipment subject to credit review, no retainage allowed.
4.State and/or local taxes will be charged unless we receive a valid tax exemption certificate, direct pay
permit, or other documentation required specifically by the taxing entity prior to shipment. Please note
Aqua-Aerobic Systems is not registered to collect Washington, DC, sales taxes; therefore, if order is
taxable, Buyer is to accrue sales tax and pay the tax directly. States without Tax Exempt Flow Down:
Municipal entity purchasers can obtain a tax exempt certificate for pollution control equipment that is
permanently installed. The State does not allow for flow down of tax exempt status to non-municipal
purchasers (i.e., General Contractors, Repair Shops, etc.). Non-municipal purchasers are required to pay
sales taxes.
5.Aqua-Aerobic Systems' offer is based upon the supply of Aqua-Aerobic Systems' standard equipment as
described within this proposal, including the warranty as included within Terms and Conditions of
Aqua-Aerobic Systems, Inc., and Aqua-Aerobic Systems' standard factory test(s) prior to shipment.
Aqua-Aerobic Systems' scope of supply does not include any process or performance guarantees or
warranties or process or performance testing unless specifically detailed within this proposal.
6.TRADEMARKS: Aqua-Aerobic, Aqua-Jet, Aqua-Jet II, AquaDDM, ThermoFlo, Endura Series, OxyMix,
Fold-a-Float, Aqua MixAir, AquaCAM-D, AquaSBR, Aqua MSBR, AquaPASS, Aqua BioMax, AquaEnsure,
Aqua EnduraTube, Aqua EnduraDisc, Aqua CB-24, AquaDisk, AquaDiamond, AquaDrum, Aqua MiniDisk,
Aqua MegaDisk, AquaPrime, OptiFiber, OptiFiber PES-13, OptiFiber PA2-13, OptiFiber ACR-13, OptiFiber
PES-14, OptiFiber PF-14, Trust the Tag, AquaABF, Turbilite, AquaMB Process, Aqua-Aerobic MBR, Aqua
UltraFiltration, Aqua MultiBore, Aqua MultiBore Series C, Aqua ElectrOzone, SpareCare, IntelliPro, Aqua
Financing Solutions, and the Aqua-Aerobic logo are registered trademarks or pending trademarks of
Aqua-Aerobic Systems, Inc. All other products and services mentioned are trademarks of their respective
owners. Nereda® is a registered U.S. trademark of Royal HaskoningDHV.
7.Schedule changes due to supply chain disruption may impact the above quoted shipment time(s).
Aqua-Aerobic Systems will advise if/when any such disruption applies.
8.Services to be scheduled during regular business hours.
Pricing Summary
Equipment and/or Accessories:$131,618.36
Total Job Price:$131,618.36
Material and/or services not specifically listed in this proposal are not included in the quoted TOTAL JOB PRICE and are
to be supplied by others.
Goods quoted above will be sold subject to the terms and conditions of sale set forth on the face hereof and the following
pages entitled "Terms and Conditions of Aqua-Aerobic Systems, Inc. (A MetaWater Company)": Any different or additional
terms are hereby objected to.
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Proposal Date: August 28, 2023 Proposal # 69806
TERMS AND CONDITIONS OF AQU A-AEROBIC SYSTEMS, INC. (A Metawater Company)
Page 1 of 2
This offer and all of the goods and sales of Aqua-Aerobic Systems, Inc. are subject only to the following terms and conditions. The acceptance of any
order resulting from this proposal is based on the express condition that the Buyer agrees to all the terms and conditions herein contained. Any terms
and conditions in any order, which are in addition to or inconsistent with the following, shall not be binding upon Aqua-Aerobic Systems, Inc. This
proposal and any contract resulting therefrom, shall be governed by and construed in accordance with the laws of the State of Illinois, without regard
to conflicts of laws principles.
PAYMENT
Unless specifically stated otherwise, quoted terms are Net 30 D ays from shipping date. Past-due charges are 1.5% per month and will apply only on
any past-due balance. Aqua-Aerobic Systems, Inc. does not allow retainage of any invoice amount, unless authorized in writing by an authorized
representative of our Loves Park, Illinois office.
DURATION OF QUOTATION
This proposal of Aqua-Aerobic Systems, Inc. shall in no event be effective more than 30 days from date thereof, unless specifically stated otherwise,
and is subject to change at any time prior to acceptance.
SHIPMENT
Shipping dates are not a guarantee of a particular day of shipment and are approximate, being based upon present production in formation, and are
subject to change per the production schedules existing at time of receipt of purchase order. Aqua-Aerobic Systems, Inc. shal l not be responsible for
any delay in shipment for causes beyond its control including, but not limited to, war, riots, strikes, labor trouble causing interruption of work, fires,
other casualties, transportation delays, modification of order, any act of governmental authorities or acts of God. Quoted shipment dates in this
proposal are approximate dates goods will be shipped and, unless agreed to in writing by Aqua-Aerobic Systems, Inc., Buyer may not postpone or
delay the dates of shipment of goods from our plant or from our supplier's plants beyond the dates set forth in this proposal.
TITLE AND RISK OF LOSS
All prices and all shipments of goods are F.O.B. Aqua-Aerobic Systems, Inc.'s plant at Loves Park, Illinois unless specificall y stated otherwise.
Delivery of the goods sold hereunder to the carrier shall be deemed delivery to the Buyer, and upon such delivery, title to such goods and risk of loss
or damage shall be upon Buyer.
TAXES
Prices quoted do not include any taxes, customs duties, or import fees. Buyer shall pay any and all use, sales, privilege or other tax or customs duties
or import fees levied by any governmental authority with respect to the sale or transportation of any goods covered hereby. If Aqua-Aerobic Systems,
Inc. is required by any taxing authority to collect or to pay any such tax, duty or fee, the Buyer shall be separately billed at such time for the amounts
Aqua-Aerobic Systems, Inc. is required to pay.
INSURANCE
Unless the goods are sold on a CIF basis, the Buyer shall provide marine insurance for all risks, including war and general co verage.
SECURITY
If at any time the financial responsibility of the Buyer becomes unsatisfactory to Aqua-Aerobic Systems, Inc., or Aqua-Aerobic Systems, Inc.
otherwise deems itself insecure as to receipt of full payment of the purchase price from Buyer hereunder, Aqua-Aerobic Systems, Inc. reserves the
right to require payment in advance or security or guarantee satisfactory to Aqua-Aerobic Systems, Inc. of payment in full of the purchase price.
LIMITATION OF ACTION
No action shall be brought against Aqua-Aerobic Systems, Inc. for any breach of its contract of sale more than two years after the accrual of the cause
of action thereof, and, in no event, unless the Buyer shall first have given written notice to Aqua-Aerobic Systems, Inc., of any claim of breach of
contract within 30 days after the discovery thereof.
CANCELLATION CLAUSE
No acceptance of this proposal, by purchase order or otherwise, may be modified except by written consent of Aqua-Aerobic Syste ms, Inc. nor may it
be cancelled except by prior payment to Aqua-Aerobic Systems, Inc. the following sums as liquidated damages therefore: 1) If cancellation is prior to
commencement of production and prior to the assumption of any o bligations by Aqua-Aerobic Systems, Inc. for any materials or c omponent parts, a
sum equal to 15% of the total purchase price; 2) If cancellatio n is after the commencement of production or after the assumpti on of any obligations by
Aqua-Aerobic Systems, Inc. for any materials or component parts, a sum equal to the total of the direct, out-of-p ocket expenses incurred to the date of
cancellation for labor, machine time, materials and any charges made to us by suppliers for cancellation, plus 30% of the total purchase price. All
charges and expenses shall be as determined by Aqua-Aerobic Systems, Inc. In the event any items are used by Aqua-Aerobic Syst ems, Inc. to fill a
subsequent order, then upon receipt of payment for such order, Aqua-Aerobic Systems, Inc. shall pay the Buyer a sum equal to t he direct out-of-
pocket expenses previously charged and received from Buyer.
PROPRIETARY INFORMATION
This proposal, including all descriptive data, drawings, material, information and know-how disclosed by Aqua-Aerobic Systems, Inc. to Buyer in
relation hereto is confidential information intended solely for the confidential use of Buyer, shall remain the property of Aqua-Aerobic Systems, Inc.
and shall not be disclosed or otherwise used to the disadvantage or detriment of Aqua-Aerobic Systems, Inc. in any manner.
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Proposal Date: August 28, 2023 Proposal # 69806
TERMS AND CONDITIONS OF AQUA-AEROBIC SYSTEMS, INC. (A Metawater Company)
Page 2 of 2
QUALIFIED ACCEPTANCE AND INDEMNITY
In the event the acceptance of this proposal by Buyer either is contingent upon or subject to the approval by any third party such as, but not limited to,
a consulting engineer, with respect to goods, parts, materials, descriptive data, drawings, calculations, or any other matter, then upon such approval by
any third party, Aqua-Aerobic Systems, Inc. shall have no liabi lity to Buyer or to any third party so long as the goods sold a nd delivered by Aqua-
Aerobic Systems, Inc. conform to this proposal. In the event any such third party requires modifications in the proposal prior to the approval thereof,
Aqua-Aerobic Systems, Inc. may at its sole option and without liability to any party elect to cancel this proposal or return the purchase order to Buyer.
In the event Aqua-Aerobic Systems, Inc. elects to modify this proposal to conform to the requirements for approval by any third party, Aqua-Aerobic
Systems, Inc. in such event shall have no liability to Buyer or to any third party so long as the goods sold and delivered by Aqua-Aerobic Systems,
Inc. conform to this proposal as modified.
Buyer agrees to indemnify and save harmless Aqua-Aerobic Systems, Inc. from and against all costs and expenses and liability o f any kind
whatsoever arising out of or in connection with claims by third parties so long as the goods sold hereunder conform to the requirements of this
p roposal as approved by any third party.
WARRANTY; LIMITATION OF LIABILITY; AND DISCLAIMER
In return for purchase and full payment for Aqua-Aerobic Systems, Inc. goods, we warrant new goods provided by us to be free from defects in
materials and workmanship under normal conditions and use for a period of one year from the date the goods are put into service, or eighteen months
from date of shipment (whichever first occurs). If the goods i nclude an “Endura Series” motor, the complete Endura Series unit shall be warranted by
Aqua-Aerobic to be free from defects in materials and workmansh ip under normal conditions and use for three years from the date the product is put
into service or 42 months from the date of shipment (whichever occurs first).
OUR OBLIGATION UNDER THIS WARRANTY IS EXPRESSLY AND EXCLUSIVELY LIMITED to replacing or repairing (at our factory
at Loves Park, Illinois) any part or parts returned to our factory with transportation charges prepaid, and which our examination shall show to have
been defective. Prior to return of any goods or its parts to ou r factory, Buyer shall notify Aqua-Aerobic Systems, Inc. of cla imed defect, and Aqua-
Aerobic Systems, Inc. shall have the privilege of examining the goods at Buyer's place of business at or where the goods have otherwise been placed
in service. In the event this examination discloses no defect, Buyer shall have no authority to return the goods or parts to our factory for the further
examination or repair. All goods or parts shall be returned to Buyer, F.O.B. Loves Park, Illinois. This warranty shall not apply to any goods or part
which has been repaired or altered outside our factory, or applied, operated or installed contrary to our instruction, or subjected to misuse, chemical
attack/degradation, negligence or accident. This warranty and any warranty and guaranty of process or performance shall no lon ger be applicable or
valid if any product, including any software program, supplied by Aqua-Aerobic Systems, Inc., is modified or altered without the written approval of
Aqua-Aerobic Systems, Inc. Our warranty on accessories and com ponent parts not manufactured by us is expressly limited to tha t of the manufacturer
thereof.
THE FOREGOING WARRANTY IS MADE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND OF
ALL OTHER LIABILITIES AND OBLIGATIONS ON OUR PART, INCLUDING AN Y LIABILITY FOR NEGLIGENCE,
STRICT LIABILITY, OR OTHERWISE; AND ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE IS EXPRESSLY DISCLAIMED; AND WE EXPRES SLY DENY THE RIGHT OF ANY
OTHER PERSON TO INCUR OR ASSUME FOR US ANY OTHER LIABILITY IN CONNECTION WITH THE SALE OF
ANY GOODS PROVIDED BY US. THERE ARE NO WARRANTIES OR GUARANTEES OF PERFORMANCE UNLESS
SPECIFICALLY STATED OTHERWISE.
UNDER NO CIRCUMSTANCES, INCLUDING ANY CLAIM OF NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE,
SHALL AQUA-AEROBIC SYSTEMS, INC. BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES,
COSTS OF CONNECTING, DISCONNECTING, OR ANY LOSS OR DAMAGE RESUL TING FROM A DEFECT IN THE
GOODS. LIMIT OF LIABILITY: AQUA-AEROBIC SYSTEMS, INC.’S TOTAL LIABILITY UNDER THE ABOVE
WARRANTY IS LIMITED TO THE REPAIR OR REPLACEMENT OF ANY DEFECTIVE PART. THE REMEDIES SET
FORTH HEREIN ARE EXCLUSIVE, AND OUR LIABILITY WITH RESPECT TO ANY CONTRACT OR SALE, OR
ANYTHING DONE IN CONNECTION THEREWITH, WHETHER IN CONTRACT, IN TORT, UNDER ANY
WARRANTY, OR OTHERWISE, SHALL NOT, IN ANY CASE, EXCEED THE PRIC E OF THE GOODS UPON WHICH
SUCH LIABILITY IS BASED.
Final acceptance of this proposal must be given to Aqua-Aerobic Systems, Inc. at their office in Loves Park, Illinois. Please
acknowledge acce ptance by signing the proposal and returning it to A qua-Aerobic S ystems, Inc.
Accepted by:Offer Respectfully Submitted,
By:Aqua-Aerobic Systems, Inc.Date:Denise Uchacz, Aftermarket Sales Representative
Page 5 of 5Copyright 2023, Aqua-Aerobic Systems, Inc Printed: August 28, 2023
DocuSign Envelope ID: 8E738EA3-6152-4077-B359-60EEC284C331
City of Pearland
3519 Liberty Drive
Pearland, TX 77581
Purchasing Department
281.652.1775
ebids@pearlandtx.gov
Supplier Insurance Requirements & Agreement
Suppliers 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. Suppliers 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 AMOUNT OF INSURANCE PROVISIONS
1. Workers’ Compensation
Employers’ Liability (WC)
Statutory Limits
$1,000,000 per occurrence
For WC, CGL, and BAL, the City is
to be provided a WAIVER OF
SUBROGATION.
CGL and BAL, City to be listed as
additional insured and provided 30-
day notice of cancellation or material
change in coverage.
WC, CGL and BAL, City shall be
provided 30-day notice of
cancellation or material change in
coverage.
2. Commercial General (Public)
Liability (CGL) to include coverage
for:
a) Premises/Operations
b) Products/Completed
Operations
c) Independent Contractors
d) Personal Injury
e) Contractual Liability
Personal Injury - $1,000,000 per
person; Property Damage -
$1,000,000 per occurrence;
General Aggregate - $2,000,000
3. Business Auto Liability (BAL) to
include coverage for:
a) Owned/Leased vehicles
b) Non-owned vehicles
c) Hired vehicles
Combined Single Limit -
$1,000,000
CGL will include a non-contributory
addendum.
If the contract involves a professional service, the supplier will also be required to provide the City with professional
liability insurance in an amount of at least $1,000,000.
Certificate of Insurance forms may be emailed to: Purchasing Department at ebids@pearlandtx.gov. Questions
regarding required insurance should be directed to City of Pearland Purchasing Department, at
ebids@pearlandtx.gov.
This form must be signed and returned with your bid/quotation. You are stating that you do have the required
insurance and if selected to perform work for the City, will provide a certificate of insurance, and a copy of
insurance policy with the above requirements to the City. A purchase order will not be issued without
evidence of required insurance.
Agreement
I agree to provide the above described insurance coverages within 10 working days if selected to perform work for
the City of Pearland. I also agree to provide the City evidence of insurance coverage on any and all subcontractors
performing work on the project.
Project/Bid #
Company:
Signature and Printed Name:
Cathy Johnson
Aqua-Aerobic Systems Inc
116368
DocuSign Envelope ID: 8E738EA3-6152-4077-B359-60EEC284C331
ATTACHMENT D – WARRANTY
Items or services shall conform to the proposed specifications and all warranties
as stated in the Uniform Commercial Code and be free from all defects in
material, workmanship and title. Warranty contained within proposal #69806.
DocuSign Envelope ID: 8E738EA3-6152-4077-B359-60EEC284C331