Loading...
R-2016-153 2016-08-22RESOLUTION NO. R2016-153 A Resolution of The City Council of the City of Pearland, Texas, authorizing the City Manager or his designee to participate in an interlocal cooperative pricing arrangement through the Texas Association of School Boards (TASB) Buy Board for the purchase of a shade structure for the Southdown Park playground in the amount of $68,209.00. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That contract pricing has been obtained through interlocal cooperative partner Texas Association of School Boards (TASB) Buy Board for the purchase of a shade structure for the Southdown Park playground in the amount of S68,209.00. Section 2. That the City Manager or his designee is hereby authorized to participate in an interlocal cooperative pricing arrangement with the Texas Association of School Boards (TASB) Buy Board for the purchase of a shade structure for the Southdown Park playground in the amount of $67,573.00. PASSED, APPROVED and ADOPTED this the 22nd day of August, A.D., 2016. ATTEST: Y NG L�' ING, T Y SE TARY APPROVED AS TO FORM: 4 1 (is 14 DARRIN M. COKER CITY ATTORNEY 7. U • TOM REID MAYOR City of Pearland 3519 Liberty Drive Pearland, TX 77581 Resolution No. R2016-153 Exhibit "A" General Services Contract 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. . � cl -i L-�1 E th, 3\N,.c ,, a Contractor: U Sae & Fabric Structures 8505-A Chancellor Row Dallas, TX 75247 Description of Services: Purchase and installation of Super Span Multi Panel Hip Shade Structure as shown on Quote #JFA111989 and as approved per 'Resolution #82016-153. ' Not to exceed $68,209.00 without prior approval from Parks staff. August 23, 2016 February 28, 2017 N/A Contract Amount: Effective Date: Termination Date: Renewal: II. Signatures. By signing below, the parties agree to the terms of this Contract: CONTA , CITY OF F?E 1RLAND* Purc (31k, ate ned b, : Date: Cit Manager Assistant City Manager Director Program Manager *Contract Signature Authority: Title: �l'r2S1 QA," Date: - 1 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. Liability and Indemnity. 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 Governing 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. 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. 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: 1. The contractor's response to Bid#0416-30i shall be construed as additional contract documents. 2. Contractor's Certificate of Insurance listing City of Pearland as additional insured (required insurance certificate[s] shall be in possession of City at actual commencement of work). B. City's Additional Contract Documents: 1. Scope of Services. EXHIBIT A CONTRACTOR'S SCOPE OF SERVICES Scope of services provided shall consist of purchase and installation of Super Span Multi Panel Hip Shade Structure as shown on Quote #JFA111989 and as approved per City Council Resolution #R2016-153. USASHADE & Fabric Structures CORPORATE OFFICE Dallas 8505-A Chancellor Row Dallas, TX 75247 800-966-5005 Phone 214-905-9514 Fax REGIONAL OFFICES Arizona 2628-B W. Birchwood Cir. Mesa, AZ 85202 480-446-0066 Phone 480-446-8679 Fax Austin 1508-A Ferguson Lane Austin, TX 78754 512-836-5500 Phone 512-836-5600 Fax California 1085 N. Main Street, Suite C Orange, CA 92867 714-427-6981 Phone 714-538-2440 Fax 927 Enterprise Way Suite A Napa, CA 94558 707-257-7296 Phone 707-257-7297 Fax Las Vegas 6225 S. Valley View Blvd. Suite I Las Vegas, NV 89118 702-227-5273 Phone 702-227-5132 Fax Note: This message is intended only under applicable law. If you are not th that any unauthorized disclosure, A ./ 1n Ports A Brand of Shade Structures, Inc. COVER SHEET BUYBOARD PROPOSAL FOR SHADE STRUCTURES BUYBOARD # 423-13 Date: August 16, 2016 To: Glenn Gross Fax: (281) 652-1709 Phone: (281) 652-1681 Pages including this cover page: 9 Project Name: Southdown Playground Shade Option 2 Quote Number: JFM11989 COMMENTS: Glenn, Attached is a quotation for the shade structure to cover the playground as we discussed. Refer to the above quote number with any questions or comments. When you are ready to place your order, please initial all pages of the proposal and sign the last page. Do not hesitate to call me for further assistance. Sincerely Jared Angelica Regional Sales Manager Phone: 713-254-8861 the use of the individual to whom it is addressed, and contains inlomiation that is privileged, confidential and exempt from disclosure intended recipient, or the employee or agent responsible for delivering this message to the intender recipient, you are hereby notified stribution or copying of this communication is strictly prohibited. If you have received this communication in error. please notify us immediately by phone and retum the original message to the above address. PROPOSAL Corporate Mailing Address: P.O. Box 560168 Dallas, TX 75356-0168 (800) 966-5005 USASHADE & Fabric Structures Scan Ports A Band o: Shade Stnxtves. Inc. Remittance address: Shade Structures, Inc P.O. Box 204691 Dallas, TX 75320-4691 This is a legal agreement — Please read carefully. Complete and initial all pages Purchaser: City of Pearland Date: August 16, 2016 Sales Rep: Jared Angelica Contact: Glenn Gross PO Number: Phone: 713-254-8861 Phone: Quote No.: JFA111989 Email: janoelica@usa-shade.com Billing Information: Shipping Information: Jobsite Information (including site name): 3519 Liberty Drive Pearland, TX 77581 ITEM 2150 Country Place Pkwy Pearland, TX 77584 Contact: Contact: Contact: Phone: (281) 652-1681 Phone: Phone: Fax: (281) 652-1709 Fax: Fax: Email. ggross@pearlandtx.gov Email: Email: STR UCTURE PRICING QTY DESCRIPTION DETAILS PRICE 1 Super Span Multi Panel Hip Shade Structure Structure Size Number of Posts Number of Fabric Tops Fabric Type Fabric Color Steel Color Post Attachment Method Entry Height Wind load Snow load Notes: 65 X 90 6 6 Shadesure T'^ TBD TBD Recessed baseplate 12 90MPH 5Lbs/Sft $42.548.00 Unit S636.00 Anchor bolts SI,500.00 S&H S23,525.00 Install 568,209.00 Total Proposal —SP 1 Initials PRICING Accessories / Miscellaneous DETAILS QTY ITEM DETAILS COST Total for Access/Mist Items: $ PAYMENT TERMS: (1) Upon execution of the Agreement (Deposit) Units Total SEE ABOVE Accessories/Miscellaneous N/A Shipping/Handling SEE ABOVE (2) Upon delivery of Sun Ports) SUBTOTAL 5 0.0 0 (3) Upon completion of assembly/installation Net 30 Sales Tax I 8.25 % Tax Exempt (4) Other (specify): Assembly/Installation SEE ABOVE NOTES: TOTAL PRICE $68,209.00 Proposal —SP 1 Initials PROPOSAL Corporate Mailing Address: P.O. Box 560168 Dallas, TX 75356-0168 (800) 966-5005 USASHAD_ & Fabric Structures' Sun Ports A Brand of Shade Strictures. Inc. GENERAL SCOPE OF WORK Remittance address: Shade Structures, Inc P.O. Box 204691 Dallas, TX 75320-4691 YES PERMIT REQUIREMENTS NO ASSEMBLY YES NO REQUIREMENTS ® ■ Purchaser is responsible for Permit Submittal ❑ ® Underground obstacles ❑ ❑ ® ❑ Dirt Removal •ENGINEERING REQUIREMENTS Building Code • 0 Soil Tests ❑ ID Concrete Cutting Type of drawings l] ■ Concrete Truck Access # of sealed drawings ■ ® Fencing Calculations Required ❑ r Special Inspection Notes: YES NO PRICING INCLUDES ■ • © ® Permits (see Permit Requirements) Prevailing Wages& Certified Payroll ❑ 0 Union Wages E0 ■ Assembly/Installation (based on a single mobilization) ■ © Removal of existing structure or poles • ❑ Shipping and Handling ■ Et Curb Repair ❑ ® Engineered Drawings O El Landscaping Repair • 3 Sales Tax ❑ ® Electrical hook-up or trenching ❑ 0 Permit Submittal ❑ E1 Site Plan Approval • 0 Permit fees • Z Site Survey © ■ Bobcat Access ■ 0 Accessories ■ 0 Coastal Primer ❑ 0 Liquidated Damages • 0 Other special conditions (noted below): IN 0 Payment and Performance Bonds 0 Q ® ■ Anchor Bolts Included GENERAL TERMS AND CONDITIONS AND WARRANTY 1) Proposal: The above proposal is valid for 30 days from the date first set forth above. After 30 days we reserve the right to increase prices due to the rise in costs of raw matenal, fuel or other cost increases. When applicable, Shade Structures, Inc. reserves the right to implement a surcharge for significant increases in raw materials. including the following, but not limited to: fuel, steel and concrete. Due to the duration of time between proposals, contracts and final installation, Shade Structures, Inc. reserves the right 10 implement this surcharge when applicable. 2) Purchase: By executing this proposal, or submitting a purchase order pursuant to this proposal (which shall incorporate the terms of this agreement specifically by reference) which is accepted by the SA Shade & Fabric Structures (the "Company"), the purchaser identified above ("you' or the "Purchaser") agrees to purchase the Sun Ports brand shade structures ("Structures') and the services to be provided by the Company, as detailed in the "Structure Pricing" and 'General Scope of the Work' sections of this agreement, above, or in the relevant purchase order accepted by the Company, for use by Purchaser or for installation by Company or Purchaser on behalf of a third -party who will be the ultimate owner of the Structures (the ultimate owner of a Structure, whether Purchaser or a third -party, being the 'Owner"). Proposal —SP1 Page 3 Initals PROPOS Corporate Mailing Address: P.O. Box 560168 Dallas, TX 75356-0168 (800) 966-5005 USASHADE & Fabric Structures' Sur, Ports A Brand of Shade Structures. Inc. Remittance address: Shade Structures, Inc P.O. Box 204691 Dallas, TX 75320-4691 3) Short Ship Claims: Purchaser has 15 days from receipt of the Structures to file a short ship report in writing to its sales representative. Company will not honor claims made after this time. 4) Standard Exclusions: Unless specifically included under "General Scope of the Work" section above, this agreement does not include, and Company will not provide Services, labor or materials for any of the following work: (a) removal and disposal of any materials containing asbestos or any hazardous materials as defined by the EPA; (b) moving Owner's property around the installation site; (c) repair or replacement of any Purchaser or Owner -supplied materials; (d) repair of concealed underground utilities not located on prints, supplied to Company by Owner during the bidding process, or physically staked out by Owner, and which are damaged during construction; or (e) repair of damage to existing surfaces that could occur when construction equipment and vehicles are being used in the normal course of construction. 5) Bonding Guidelines: If Purchaser will use or provide the Structures and Services for an Owner other than Purchaser (including, without limitation, as a subcontractor of Purchaser), Purchaser will include the following statement in Purchaser's contract with Owner: "The manufacturer's warranty for the Sun Ports brand shade structures is a separate document between Shade Structures, Inc. and the ultimate owner of the Sun Ports brand shade structures, which will be provided to the ultimate owner at the time of completion of the installation and other services to be provided by Shade Structures, Inc.. Due to surety requirements, any performance and/or payment bond will cover only the first year of Shade Structures, Inc. warranty." 6) Insurance Requirements: Company is not required to provide any insurance coverage in excess of Company's standard insurance. A copy of the Company's standard insurance is available for your review prior to acceptance of the Company's quote. 7) Payment: Terms of payment are defined in the "Pricing Details" section and are specific to this contract. For purposes of this agreement, "Completion" is defined as being the point at which the Structure is suitable for its intended use, the issue of an occupancy consent, or a final building department approval is issued, whichever occurs first. In any event where Completion cannot be effected due to delays or postponements caused by the Purchaser or Owner. final payment (less 10% retainage) is due within 30 days of the date when Completion was scheduled, had the delay not occurred. All payments must be made to USA Shade & Fabric Structure, Department 41349, P.O. Box 650823. Dallas TX 75265. If the Purchaser or Owner fails or delays in making any scheduled milestone payments, the Company may suspend the fulfillment of its obligations hereunder until such payments are made, or Company may be relieved of its obligations hereunder if payment is more than 60 days past due. Company may use all remedies available to it under current laws. including but not limited to filing of liens against the property and using a collection agency or the courts to secure the collection of the outstanding debt. 8) Lien Releases: Upon request by Owner, Company will issue appropriate partial lien releases as corresponding payments are received from Purchaser, but prior to receiving final payment from Purchaser or Owner. Company will provide a full release of liens upon receipt of final payment. In accordance with state Taws, Company reserves the right to place a lien on the property if final payment has not been received 10 days prior to the filing deadline for liens. 9) Site -plan Approval, Permit/s, Permit Fees, Plans, Engineering Drawings and Surveying: Site -plan approval, permits, permit fees, plans, engineering drawings and surveying are specifically excluded from this agreement and the Services unless specified under the "General Scope of Work". The Company does not in any way warrant or represent that a permit or site plan approval for construction will be obtained. Sealed engineered drawings that are required but not included in the "General Scope of Work" will result in an additional cost to Purchaser. 10) Manufacturing & Delivery: Manufacturing lead-time from Company's receipt of the "Notice To Proceed" is approximately 6 to 8 weeks for standard Structures, and 8 to 12 weeks for custom Structures. Delivery is approximately 1 week thereafter. Delivery of Structures may be prior to or at start of assembly. 11) Returned Product, Deposits and/or Cancelled Order: Within the first 45 days after shipment from our facility. all returned product(s) and cancelled orders are subject to a 50% restocking fee. No returns are available following this 45 day period. All deposits are nonrefundable. All expenses incurred (engineering, site surveys, shipping and handling, etc) are the responsibility of the purchaser, up to notice of cancellation. 12) Concealed Conditions: "Concealed conditions" include, without limitation, water, gas, sprinkler, electrical and sewage lines, post tension cables, and steel rebar. This agreement is based solely on observations Company was able to make either by visual inspection or by drawings and / or plans submitted by Owner at the time this agreement was bid. if additional Concealed Conditions are discovered once work has commenced which were not visible at the time this proposal was bid, Company will stop work and point out these unforeseen Concealed Conditions to Purchaser or Owner so that Purchaser and Company can execute a change order for any additional work. In any event, any damage caused by or to unforeseen Concealed Conditions is the sole responsibility of the Purchaser and Company shall not be held liable for any such damage. Soil conditions are assumed to be soil that does not contain any water, hard rock (such as limestone, caliche, etc.), rocks bigger than 4 inches in diameter or any other condition that will require additional labor, equipment and / or materials not Proposal -SP1 Page 4 Initials PROPOSAL Corporate Mailing Address: P.O. Box 560168 Dallas, TX 75356-0168 (800)966-5005 USASHADE & Fabric Structures" Sun Ports A Brand of Shade Structures. Inc. Remittance address: Shade Structures, Inc P.O. Box 204691 Dallas, TX 75320-4691 specified by the Purchaser or Owner in the bidding process. Any condition requiring additional labor, equipment and / or materials to complete the drilling or concrete operations will require a change order before Company will complete the process. Price quotes are based on a drill pier fooling. Any variation will incur additional charges (i.e. spread footings, concrete mat, sand, water, landfill, etc.). Costs for footing and installation do not include any allowance for extending below frost lines (the additional costs for which vary by geographical region). 13) Changes in the Work: During the course of this project, Purchaser may order changes in the work (both additions and deletions). The cost of these changes will be determined by the Company, and a change order form must be completed and signed by both the Purchaser and the Company, which will detail the "General Scope of the Change Order". Should any change order be essential to the completion of the project, and the Purchaser refuses to authorize such change order, then Company will be deemed to have performed its part of the project, and the project and Services will be terminated. Upon such termination, Company will submit a final billing to Purchaser for payment, less a labor allowance for work not performed but including additional charges incurred due to the stoppage. No credit will be allowed for materials sold and supplied, which will remain the property of the Purchaser. 14) Warranty: Limitations of Liability: • Company warrants that all Company -supplied labor and Services will be performed in a good and workmanlike manner. • The warranty set forth in this Section 14 Will be the Purchaser's sole and exclusive warranty. • The warranty set forth in this Section 14 will run from the date of performance of the service by the Company, and any warranty daims brought by Purchaser must be brought within 30 days of the date of performance of the Service giving rise to the claim. • Purchaser's sole remedy for a breach of the warranty set forth in this Section 14 will be the re -performance of the Services, or if that is not possible or practical, the refund of the price of the Services that breached the warranty. • Purchaser shall notify Company in writing detailing any defects in Service for which a warranty claim is being made. • COMPANY SHALL NOT IN ANY EVENT BE LIABLE FOR INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL PUNITIVE OR LIQUIDATED DAMAGES IN ANY ACTION ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), INTENDED CONDUCT OR OTHERWISE, INCLUDING WITHOUT LIMITATION, DAMAGES RELATING TO THE LOSS OF PROFITS, INCOME OR GOODWILL, REGARDLESS OF WHETHER COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. • IN NO EVENT WILL COMPANY'S LIABILITY FOR MONETARY DAMAGES UNDER THIS AGREEMENT EXCEED THE FEES PAID OR DUE AND PAYABLE FOR THE SERVICES UNDER THIS AGREEMENT (OR THE RELEVANT PURCHASE ORDER). • EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, COMPANY MAKES, AND PURCHASER RECEIVES, NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, ARISING OUT OF, RELATED TO, OR UNDER THIS AGREEMENT, AND SPECIFICALLY DENIES THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY. FURTHER, EXCEPT AS EXPRESSLY SET FORTH HEREIN, COMPANY ACKNOWLEDGES THAT THE SERVICES AND STRUCTURES PROVIDED HEREIN ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. COMPANY DOES NOT WARRANT THAT THE SERVICES OR STRUCTURES WILL MEET YOUR REQUIREMENTS OR THOSE OF THE OWNER. • For all Structures installed by the Company, Purchaser must sign and return the "Customer Checklist and Sign -off form to the Company within 10 business days from the construction completion date, or Company will not be held responsible for any warranties under this Section 14 or any damage to the Structure. • The warranties for the Structures are contained in a separate document between Company and the ultimate Owner of the Structures, which will be provided to Owner at the time of completion of the work. 15) Indemnification: To the fullest extent permitted by law, Purchaser shall indemnify, defend and hold harmless the Company and its consultants, agents and employees or any of them from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, related to the installation of the Structure or performance of the Services, provided that such claim, damage, loss or expense is attributable to bodily injury to, sickness, disease or death of a person or to injury to or destruction of tangible property, but only to the extent caused by the negligent acts or omissions of the Purchaser or its agents. employees, or subcontractors or anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in this Section 15. 16) Warranty: • USA SHADE provides a limited warranty on all USA SHADE -supplied labor and materials. No other warranty is implied. Proposal -SP1 Page 5 Initials PROPOSAL Corporate Mailing Address: P.O. Box 560168 Dallas, TX 75356-0168 (800) 966-5005 U SIBS H A3 E & Fabric Structures' Sun Ports A Brand of Shade Strictures. Inc. Remittance address: Shade Structures, Inc P.O. Box 204691 Dallas, TX 75320-4691 • The warranty set forth shall be the purchaser's sole and exclusive warranty, and is void if structures are not paid for in full. • The warranty is void if any changes, modifications, additions or attachments are made to the structures without the prior written consent of USA SHADE. • The warranty is void if the structures are not assembled in strict compliance with USA SHADE specifications. • The warranty will be void if regular maintenance is not performed. This is particularly critical in regions where dirt/sand may cause abrasion of fabric. • The warranties below are effective from the dale of sale, or, if assembled by USA SHADE, the date of construction completion. • USA SHADE reserves the right to repair or replace any item covered by this warranty. • Purchaser shall notify USA SHADE in writing, detailing any defects for which a warranty claim is being made. • USA SHADE shall not in any event be liable for indirect, special, consequential, or liquidated damages. • USA SHADE specifically denies the implied warranties of fitness for a particular purpose and merchantability. • No signs, objects, fans, light fixtures, etc., may be hung from the structures, unless specifically engineered by USA SHADE. These items may interfere with the fabric, voiding the warranty. • The warranty shall be void if damage to the steel frame or fabric top is caused by misuse, willful or intentional damage, vandalism, any Act of God (i.e. hurricane, tornado, microimacroburst), including, but not limited to, ice, snow, or wind in excess of applicable building code parameters. • For all units assembled by USA SHADE the "Customer Checklist and Sign -off' form must be signed and returned to USA SHADE within 10 business days from the date of construction completion, or USA SHADE will not be held responsible for any damage to the structures. The warranty will also be considered null and void until this checklist is received by USA SHADE. ShadesureT"il Fabric: ShadesureT"' fabrics carry a 10 -year limited manufacturer's warranty from the date of assembly, against failure from significant fading, deterioration, breakdown, mildew, outdoor heat, cold, or discoloration, with the exception of Red and CoolbrellaT" fabrics, which carry a 3 - year limited warranty. Should the fabric need to be replaced under the warranty, USA SHADE will manufacture and ship a new fabric at no charge for the first 6 years, thereafter pro -rated at 18% per annum over the last 4 years. This warranty shall be void if damage to the fabric is caused by contact with chemicals, misuse, vandalism. any Act of God (i.e. hurricane, tornado, micro/macroburst), including, but not limited to, ice, snow, or wind in excess of the applicable building code parameters. • All fabric tops are warranted for winds/gusts up to 90mph and prior to snow or ice accumulation. • All fabric curtains, valances and flat vertical panels are not covered under the warranty. • Fabric is not warranted where it is assembled on a structure that is not engineered and built by USA SHADE. • USA SHADE structures are designed to eliminate friction between the rafters and fabric. The warranty will be voided if any modification or attachment is made to the ratter(s). The fabric will wear/tear should any object be placed between the rafter and the fabric, voiding the warranty. Labor for the removal, assembly, and/or freight will be covered for a period of 1 year, where the structures supplied and assembled by USA SHADE are defective. In at cases where he structures are not assembled by USA SHADE, or its agents, all labor for the removal, assembly, and/or freight will be at the customers' expense, and the warranty will only be applicable to the repair or replacement of the defective materials. • USA SHADE reserves the right, in cases where certain fabric colors have been discontinued, to offer the customer a choice of available colors to replace the warranted fabric of the discontinued color. USA SHADE does not warrant that any particular color will be available for any period of time, and reserves the right to discontinue any color for any reason, without recourse by the owner of the discontinued fabric color. Colourshade® FR Fabric: • Colourshade® FR fabrics carry a 5 -year limited manufacturers warranty from the date of assembly, against failure from significant fading. deterioration, breakdown, mildew, outdoor heal, cold, or discoloration, with the exception of FR Red and CoolbrellaT'" fabrics. which carry a 3 -year limited warranty. Should the fabric need to be replaced under the warranty, USA SHADE will manufacture and ship a new fabric at no charge for 5 years. • This warranty shall be void if damage to the fabric :s caused by contact with chemicals, misuse, vandalism, any Act of God (i.e. hurricane, tornado, microimacroburst), including, but not limited to, ice, snow, or wind in excess of the applicable building code parameters. • All fabric tops are warranted for winds/gusts up to 90mph and prior to snow or ice accumulation. • All fabric curtains, valances and flat vertical panels are not covered under the warranty. • Fabric is not warranted where it is assembled on a structure that is not engineered and built by USA SHADE. • USA SHADE structures are designed to eliminate friction between the rafters and fabric. The warranty will be voided if any modification or attachment is made to the rafter(s). The fabric will wear/tear should any object be placed between the rafter and the fabric, voiding the warranty. • Labor for the removal, assembly, and/or freight will be covered for a period of 1 year, where the structures supplied and assembled by USA SHADE are defective. In all cases where the structures are not assembled by USA SHADE or its agents, all labor for the removal, Proposal -SP 1 Page 6 Initials PROPOSAL Corporate Mailing Address: P.O. Box 560168 Dallas. TX 75356-0168 (800)966-5005 USASHAIDE & Fabric Structures Surf Ports A Brand of Shade Structures. Inc. Remittance address: Shade Structures, Inc P.O. Box 204691 Dallas, TX 75320-4691 assembly and/or freight will be at the customers' expense, and the warranty will only be applicable to the repair or replacement of the defective materials. • USA SHADE reserves the right, in cases where certain fabric colors have been discontinued, to offer the customer a choice of available colors to replace the warranted fabric of the discontinued color. USA SHADE does not warrant that any particular color will be available for any period of time and reserves the right to discontinue any color for any reason, without recourse by the owner of the discontinued fabric color. NOTE: ShadesureT" and Colourshade® FR fabric warranties cover fabric lops up to 40' in length. Fabric lops over 40' in length are covered by a non - prorated 5 -year warranty. Additionally, fabric tops made from oche, fabric types (i.e. Sunbrella'r)) will include theirrespective manufacturer's warranty. Shadesure and Coo!brella are trademarks of Shade Structures, Inc.. Colourshade is a registered trademark of Muliknit Pty. Ltd. Sunbrelta is a registered trademark of Glen Raven Custom Fabrics, LLC. Steel: • The structural integrity of the steel is warranted for 10 years. • Workmanship and powder coated surfaces are warranted for 1 year. • This warranty shall be void if damage to the steel frame is caused by misuse, vandalism, any Act of God (i.e. hurricane, tomado, micro/macroburst), including. but not limited to, ice. snow, or wind in excess of applicable building code parameters. Thread: • USA SHADE warranties its sewing thread for a period of 8 years. • The thread will be free from defects in material/workmanship and will not be damaged by exposure to sunlight, weather, or water. • This warranty does not cover damage from fire, cuts, vandalism, misuse, or any Act of God (i.e. hurricane, tomado, micro!macroburst), including, but not limited to, ice, snow, or wind in excess of the applicable building code. • Labor for the removal, assembly and/or freight of tops with damage caused by thread will only be covered in instances where USA SHADE has assembled the unit. In all cases where units where not assembled by USA SHADE, a!I labor for the removal, assembly and/or freight will be for the customers account and the warranty will only be applicable to the repair or replacement of defective materials. 17) Assemblyllnstallation: • Company will notify Purchaser of the scheduled assembly date. Owner agrees to have an owner representative meet the assembly crew at the job site on the scheduled assembly dale to verify the exact location where the Structure(s) is to be placed • Labor for the removal, assembly and/or freight charges will only be covered by Company in instances where the Structures supplied and installed by Company are determined by the Company to be defective. In all cases where Structures are not installed by Company, all labor for the removal, assembly and/or freight of the Structures will be Purchaser' responsibility. • Installation prices are based on a single mobilization charge. If additional mobilization is needed, there will be additional charges. lithe requested Services require Company access to Owner's premises Company wili be provided access to the Owner's premises free and clear of debris. automobiles or other interference Monday thru Friday during the hours of 8am to 6pm. and Company will have access to water and electrical facilities during installation. Additional charges will apply if utilities are not easily accessible. All automobiles will be moved prior to Company's crew beginning any installation. Company will not be responsible for moving or repairing any underground utility lines such as electrical, telephone, gas, water, or sprinkler lines that may be encountered during installation. Any additional costs incurred as a result of hard rock conditions requiring extra equipment, utility removal or repair resulting in delay will result in additional charges unless they are detailed on as -built site drawings provided to Company or marked on the ground and communicated to Company in writing prior to fabrication and installation. 18) Installation/Assembly on-site: Where installation/assembly is part of the Services, Purchaser must provide the Company with a detailed drawing prepared by or for the Owner showing exactly where the Structure(s) are to be assembled as well as detailing any obstacles or other impediments that may cause the assembly process to be more difficult. Any fixture(s), e.g., playground, pools etc., that the Structure(s) is/are to be assembled over must also be detailed, along with their peak heights (if applicable). 19) Site/Use Review by Purchaser: Company relies on the Purchaser to determine that the Structure(s) ordered are appropriate and safe for the Owner's installation site and/or intended use. Company is not responsible for damages or injuries resulting from collisions by moving objects or persons with the structure post. Company can recommend or supply at additional cost, padding for posts from a third party manufacturer. 20) Preparatory Work: Where installation/assembly is part of the Services and in the event that the foundation or job site is not suitable or ready for assembly to begin on the scheduled day, a delay of order notification must be sent to Company at least 4 working days before in Proposal -SP 1 Page 7 Initials PROPOSAL Corporate Mailing Address: P.O. Box 560168 Dallas, TX 75356-0168 (800) 966-5005 USASHAIDE & Fabric Structures' Sun Ports r" A Brand of Shade Structures, Inc. Remittance address: Shade Structures, Inc P.O. Box 204691 Dallas, TX 75320-4691 order to allow Company to reschedule the project. In the event that Company is not notified and incurs an expense in attempting to execute the assembly, a re -mobilization charge may be charged to Purchaser before Company will reschedule the assembly. 21) Delegation: Subcontractors: The Services and the manufacturing and assembly of the Structures may be performed by subcontractors under appropriate agreements with the Company. 22) Force Maieure: Impracticability: The Company shall not be charged with any loss or damage for failure or delay in delivering or assembling of the shade Structures when such failure or delay is due to any cause beyond the control of the Company, due to compliance with governmental regulations or orders, or due to any acts of God, strikes, lockouts, slowdowns, wars or shortages in transportation, materials or labor. 23) Dispute Resolution: Any controversy or claim arising out of or related to this agreement must be settled by binding arbitration administered in Dallas, Texas by a single arbitrator selected by the parties or by the American Arbitration Association, and conducted in accordance with the construction industry arbitration rules. Judgment upon the award may be entered in any court having jurisdiction thereof. 24) Entire Agreement: No Reliance: This agreement represents and contains the entire agreement between the parties. Prior discussion or verbal representations by the parties that are not contained in this agreement are not part of this agreement. Purchaser hereby acknowledges that it has not received or relied upon any statements or representations by Company or its agents which are not expressly stipulated herein, including. Without limitation any statements as to the Structures, warranties or Services provided hereunder. 25) No Third -Party Beneficiaries: This agreement creates no third party rights or obligations between Company and any other person, including any Owner who is not also a purchaser. It is understood and agreed that the parties do not intend that any third party should be a beneficiary of this Agreement. 26) Governing Law: The agreement will be construed and enforced in accordance with the laws of the State of Texas. 27) Assignment: Purchaser may not assign this agreement, by operation of law or otherwise, without the prior written consent of Company. The agreement snail be binding upon and insure to the benefit of the Company and the Purchaser, and their successors and permitted assigns. 28) Materially Increased Costs: Company reserves the right to implement a surcharge for material increases in raw materials, including but not limited to fuel, steel and concrete. Due to the duration of proposals and contracts, Company reserves the right to implement this surcharge when it determines that raw material cost increases warrant it. Executed to be effective as of the date executed by the Company: PURCHASER: COMPANY: City of Pearland SHADE STRUCTURES, INC. Signature: Signature: By: (Print) By: (Print) Title: Title: Date: Date: Jared Angelica Regional Sales Manager NOTE: All purchase orders and contracts should 1'ro:)or,I - Sf' 1 P: Mgr, 8 Init.a'> PROPOSAL Corporate Mailing Address: P.O. Box. 560168 Dallas, TX 75356-0168 (800) 966-5005 USASHADE & Fabric Structures' SunPOrts A Brand of Stade Structures, Inc. Remittance address: Shade Structures, Inc P.O. Box 204691 Dallas. TX 75320-4691 be drafted in the name of Shade Structures, Inc. 1. Please remit PAYMENTS only to : Shade Structures, Inc. P.O. Box 204691 Dallas, TX 75320-4691 2. Corporate Mailing Address is : Shade Structures, Inc. dba USA Shade & Fabric Structures 8505-A Chancellor Row Dallas. TX 75247 Proposal —SP 1 Page 9 Initials CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos. 1- 4 and 6 if there are interested parties. Complete Nos. 1, 2. 3, 5, and 6 if there are no interested parties. OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2016-109538 Date Filed: 09/08/2016 Date Acknowledged: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Shade Structures, Inc. Dallas, TX United States 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Pearland 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. R2016-153 Installation of shade structures 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary PlayPower, Inc. Huntersville, NC United States X • 5 Check only if there is NO Interested Party. o 6 t J!' AFFIDAVIT 1 swear, or affirm, under pe ally f , that t ove disclosure is true and correct. 1 ��wro �� VIRGINIA MAROUEZ ,I/ My Commission E,;pires t��\ June 22, 2018 a, , --.— 'i1' Signature of authorized agent of contracting �� _I p ,, t j U U g , this the of business entity C day of Vet k , M -,,- -,,. AFFIX NOTARY Sworrt1t and subscribed 20 C , to ... -f. -M . -,- y STAMP / SEAL ABOVE before me, by the said certify which, witness my hand G-Iti\.� V 4 1 !1� ti V ti tJ VI en and seal of office. r t,, � 4i k; M officer administerii l/___ � oath Title Dw N n officer adminis(erilig oath Signatur: of o f,T. \inistering oath Printed name of 1 Forms provided by Texas EJI'lics Commission www.ethics.state.tx.us Version V1.0.277 M LIS - AGO/?'® CERTIFICATE OF LIABILITY INSURANCE 01,0E 2316 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Risk Services Central, Inc. st . Louis Mo office 8182 Maryland Avenue St LOUIS MO 63105 USA CONTACT PHONE (866) 283-7122 FAX (800) 363-0105 (NC. No. Ext): (AFC. No.): ENNL ADDRESS: INSURERS) AFFORDING COVERAGE NAIC 8 INSURED Shade Structures. Inc. d/b/a USA SHADE & FABRIC STRUCTURES 8505 Chancellor Row Dallas Tx 75247 USA INSURERA: Lloyd's Syndicate No. 2623 AA1128623 INsuRERB: Everest National Insurance Co 10120 INSURER C: Liberty Insurance Corporation 42404 INSURER D: Pennsylvania Manufacturers' Assoc Ins Co 12262 INSURER E: INSURER F: OCCUR COVERAGES CERTIFICATE NUMBER: 570063571400 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are 88 requested INSR LTR TYPE OF INSURANCE ADDL AVSD SUBR WVO POLICY NUMBER POLICY EFF Mpjoc POLICY EXP Muk LIMITS B X COMMERCIAL GENERAL UNNLITY CF8GL00037161 t 9/01/201 10/01/2017 EACH OCCURRENCE $1,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) 5300,000 X XCU not exd MED EXP (Any one person) EXCl uded PERSONAL 6 ADV INJURY 51,000,000 GENL AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE 52,000,000 POLICY X JECT X LOC PRODUCTS- COMP/OP AGG 52,000,000 OTHER: SIR/Deductible S25,000 D AUTOMOBILE LIABILITY 151600-0652321 09/01/2016 10/01/2017 COMBINED SINGLE LIMIT (Ea accident) 51,000,000 X ANY AUTO BODILY INJURY ( Per person) OWNED --. SCHEDULED BODILY INJURY (Per 'cadent) _ X AUTOS ONLY HIRED AUTOS x AUTOS NON -OWNED AUTOS ONLY PRY (Per ac nDAMAGE ) — ONLY — Collision Deductible 51.000 C x UMBRELLA LIAR X OCCUR TH7691464580016 09/01/2016 10/01/2017 EACH OCCURRENCE 510,000,000 ExCESSLIAB CLAIMS -MACE AGGREGATE 510,000,000 DED X RETENTION 110 000 D WORKERSCOMPENSATIONAND EMPLOYERS' UABIUTY 2016750652321 09/01/2016 09/01/2017 XS STATUTE ER ANY PROPRIETOR I PARTNER r EXECUTIVE Y / N N NI A E.L. EACH ACCIDENT S1,000,000 OFFICEREMBER EXCLUDED? /M (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE S1,000,000 A yes. describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT 51,000,000 A Archit&Eng Prof B0621PPLAY000416 A&E - Claims Made Cvg. SIR applies per policy terns 01/30/2016 & conditions 01/30/2017 Per claim/Agg Limit S3,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 01. Additional Remarks Schedule. may be attached if more space is required) The per location aggregate is subject to a policy cap of 510,000,000. The General Liability (ongoing and Completed Operations) and Automobile Liability Policies include a Blanket Additional Insured endorsement that provides this feature only when there is a written contract with the Named Insured that requires such status. The General Liability, Automobile Liability and workers' Compensation policies include a Blanket waiver of Subrogation endorsement that provides this feature only when there is a written contract with the Named Insured that requires such status. RE: City of Pearland-Contract lob No. 57914. CERTIFICATE HOLDER CANCELLATION Holder Identifier : 570063571400 Certificate No City of Pearland 3519 Liberty Drive Pearland Tx 77581 USA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATNE ,s4 c� � LflaCLi C/OfK.LLi4 �l fZLL ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000052633 LOC #: ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY Aon Risk Services Central, Inc. NAMEDINSURED Shade Structures, Inc. POLICY NUMBER See Certificate Number: 570063571400 CARRIER See Certificate Number: 570063571400 NAIC CODE EFFECTIVE DATE ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance INSURER(S) AFFORDING COVERAGE NAIC # INSURER INSURER INSURER INSI IRER ADDITIONAL POLICIES If a policy below does not include limit information. refer to the corresponding polio on the ACORD ccrtilicak form for police limits. l\SR I.TR TYPE. OF INSURANCE ADDL. INSD St Int \1'\'D POLICY NUMBER POLI( Y CFI'F:CI'1\'E DATE t 11\VDD/l'1'11'1 1'(11.1(1 I:SI'IRA'lll)\ DATE. IMM/DD/Y V\'1 LIMITS AUTOMOBILE LIABILITY 151600-0652321 09/01/2016 10/01/2017 comprehensiv e Deduct 51,000 ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD C 2008 ACORD CORPORATION. All rights reserved.