HomeMy WebLinkAboutItem No. 19 - Purchase USA Shade & Fabric Structures for Launch Pointe Picnic AreaCity Council Agenda Report
City of Lake Elsinore 130 South Main Street
Lake Elsinore, CA 92530
www.lake-elsinore.org
File Number: ID# 22-019
Agenda Date: 1/11/2022 Status: Approval FinalVersion: 1
File Type: Council Consent
Calendar
In Control: City Council / Successor Agency
Agenda Number: 19)
Purchase of Pre-Designed and Engineered Canopy Shade Structures from USA Shade &
Fabric Structures for Launch Pointe Picnic Area and Tuscany Hills Pee Wee Baseball Field
Approve and authorize the City Manager to purchase Pre -Designed and Engineered Canopy Shade
Structures from USA Shade & Fabric Structures in the amount of $84,029.36 for the Launch Pointe
Picnic Area and Tuscany Hills Pee Wee Baseball Field.
Page 1 City of Lake Elsinore Printed on 1/6/2022
REPORT TO CITY COUNCIL
To: Honorable Mayor and Members of the City Council
From: Jason Simpson, City Manager
Prepared by: Rick De Santiago, Public Works Manager
Date: January 11, 2022
Subject: Purchase of Pre-Designed and Engineered Canopy Shade Structures from
USA Shade & Fabric Structures for Launch Pointe Picnic Area and Tuscany
Hills Pee Wee Baseball Field
Recommendation
Approve and authorize the City Manager to purchase Pre-Designed and Engineered Canopy
Shade Structures from USA Shade & Fabric Structures in the amount of $84,029.36 for the Launch
Pointe Picnic Area and Tuscany Hills Pee Wee Baseball Field.
Background
Staff has performed research on various shade structure configurations and opportunities and
concluded the shade structures available on the National Buy Board (Sourcewell) through USA
Shade & Fabric Structures meet and exceed the requirements of the City for both locations
(Launch Pointe Picnic Area and Tuscany Hills Pee Wee Baseball Field).
This purchase will provide for both locations a turn-key shade structure product that includes
design, engineering, fabrication, supply, and installation. Using the buy board (Sourcewell)
considerably reduces construction engineering, on-site construction timelines and is more
economical than architecturally designed shade structures that are built on-site. Purchasing the
shade structures directly from the manufacturer, on a pre-determined competitive price schedule,
will avoid any additional mark-ups.
Discussion
USA Shade & Fabric Structures will design, engineer, fabricate, supply, and install including
certified structural footings for the following shade structures. The major shade structure elements
are listed below:
Tuscany Hills Pee Wee Baseball Field
One (1) full hip Canti structure 15’ wide by 18’ long and 10’ high
Two (2) columns one (1) fabric top
Steel powder-coated (white)
Canopy Shade Structures for Launch Pointe Picnic Area & Tuscany Hills
January 11, 2022
Page 2 of 2
Cable/HDW galvanized finish
Footing engineered, concrete steel reinforce driller pier on grade.
Price $32,701.49
Launch Pointe Picnic Area
One (1) hip structure 36’ wide by 40’ long and 10’ high
Four (4) columns one (1) fabric top
Steel powder-coated (white)
Cable/HDW galvanized finish
Footing engineered, concrete steel reinforce driller pier on grade
Base attachment embed
Price $51,327.87
USA Shade & Fabric Structures has been competitively bid and priced on Sourcewell, Master
Project Contract Number #010521-SFS. Sourcewell, formerly National Joint Powers Alliance, was
created as a service cooperative to provide programs and services to members in education and
government to meet specific needs which are more efficiently delivered cooperatively. Sourcewell
is authorized to establish competitively awarded cooperative purchasing contracts on behalf of
itself and its member agencies. Sourcewell follows a competitive contracting process to solicit,
evaluate, and award cooperative purchasing contracts for goods and services.
The attached proposal from USA Shade & Fabric Structures proposes a turn-key shade canopy
system purchase and installation for both locations. Following the approval of this agenda item,
staff will execute a purchase and installation agreement for the shade structures and place the
material on order for an immediate installation.
Fiscal Impact
Shade Structure Projects are included in the Fiscal Year 21/22 Capital Improvement Plan (CIP)
budget.
Exhibits
A – Agreement
B - Launch Pointe Proposal
C - Pee Wee Field Proposal
Exhibit 3.1 - Annual Contractor Services Agreement (1) Page 1
AGREEMENT FOR CONTRACTOR SERVICES
USA SHADE & FABRIC STRUCTURES
PURCHASE & INSTALLATION OF CANOPY SHADE STRUCTURES AT LAUNCH
POINTE AND TUSCANY HILLS
This Agreement for Contractor Services (the “Agreement”) is made and entered into as of
January 11, 2022, by and between the City of Lake Elsinore, a municipal corporation (‘‘City") and
Shade Structures, Inc., a Deleare Corporation ("Contractor").
RECITALS
A. The City has determined that it requires the following Contractor services:
Purchase and installation of canopy shade structures at Launch Pointe picnic area and Tuscany Hills Pee
Wee Baseball Field.
B. Contractor has submitted to City a proposal, dated December 9, 2021, attached
hereto as Exhibit A (“Contractor’s Proposal”) and incorporated herein, to provide contractor
services to City pursuant to the terms of this Agreement.
C. Contractor possesses the skill, experience, ability, background, certification and
knowledge to perform the services described in this Agreement on the terms and conditions
described herein.
D. City desires to retain Contractor to perform the services as provided herein and
Contractor desires to provide such contractor services as set forth in this Agreement.
AGREEMENT
1. Scope of Services. Contractor shall perform the services described in Contractor’s
Proposal (Exhibit A). Contractor shall provide such services at the time, place, and in the manner
specified in Contractor’s Proposal, subject to the direction of the City through its staff that it may
provide from time to time.
2. Time of Performance.
a. Time of Essence. Time is of the essence in the performance of this
Agreement. The time for completion of the contractor services to be performed by Contractor is
an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the
contractor services contemplated pursuant to this Agreement according to the agreed upon
performance schedule in Contractor’s Proposal (Exhibit A).
b. Performance Schedule. Contractor shall commence the services pursuant
to this Agreement upon receipt of a written notice to proceed and shall perform all services within
the time period(s) established in the Contractor’s Proposal (Exhibit A). When requested by
Contractor, extensions to the time period(s) specified may be approved in writing by the City
Manager.
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c. Term and Compliance with Task/Work Order System. Unless earlier
terminated as provided elsewhere in this Agreement, this Agreement shall continue in full force
and effect for a period commencing on January 11, 2022 and ending September 30, 2022. The
City may, at its sole discretion, extend the term of this Agreement on a 12-month basis not to
exceed 2 additional twelve (12) month renewal terms by giving written notice thereof to Contractor
not less than thirty (30) days before the end of the contract term, such notice to be exercised by
the City Manager.
Contractor hereby agrees and acknowledges that any and all work or services
performed pursuant to this Agreement shall be based upon the issuance of a Task/Work Order
by the City. Contractor acknowledges that it is not guaranteed any minimum or specific amount
of work or services as all work or services shall be authorized through a Task/Work Order issued
by the City.
3. Compensation. Compensation to be paid to Contractor shall be in accordance
with the fees set forth in Contractor's Proposal (Exhibit A), which is attached hereto and
incorporated herein by reference. In no event shall Contractor's annual compensation exceed
Eighty-Four Thousand Twenty-Nine Dollars and Thirty-Six Cents ($84,029.36) without additional written
authorization from the City. Notwithstanding any provision of Contractor's Proposal to the
contrary, out of pocket expenses set forth in Exhibit A shall be reimbursed at cost without an
inflator or administrative charge. Payment by City under this Agreement shall not be deemed a
waiver of defects, even if such defects were known to the City at the time of payment.
4. Method of Payment. Contractor shall promptly submit billings to the City describing
the services and related work performed during the preceding month to the extent that such
services and related work were performed. Contractor’s bills shall be segregated by project task,
if applicable, such that the City receives a separate accounting for work done on each individual
task for which Contractor provides services. Contractor’s bills shall include a brief description of
the services performed, the date the services were performed, the number of hours spent and by
whom, and a description of any reimbursable expenditures. City shall pay Contractor no later
than forty-five (45) days after receipt of the monthly invoice by City staff.
5. Background Checks. At any time during the term of this Agreement, the City
reserves the right to make an independent investigation into the background of Contractor’s
personnel who perform work required by this Agreement, including but not limited to their
references, character, address history, past employment, education, social security number
validation, and criminal or police records, for the purpose of confirming that such personnel are
lawfully employed, qualified to provide the subject service or pose a risk to the safety of persons
or property in and around the vicinity of where the services will be rendered or City Hall. If the City
makes a reasonable determination that any of Contractor’s prospective or then current personnel
is deemed objectionable, then the City may notify Contractor of the same. Contractor shall not
use that personnel to perform work required by this Agreement, and if necessary, shall replace
him or her with a suitable worker.
6. Suspension or Termination.
a. The City may at any time, for any reason, with or without cause, suspend
or terminate this Agreement, or any portion hereof, by serving upon the Contractor at least ten
(10) days prior written notice. Upon receipt of such notice, the Contractor shall immediately cease
all work under this Agreement, unless the notice provides otherwise. If the City suspends or
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terminates a portion of this Agreement such suspension or termination shall not m ake void or
invalidate the remainder of this Agreement.
b. In the event this Agreement is terminated pursuant to this Section, the City
shall pay to Contractor the actual value of the work performed up to the time of termination,
provided that the work performed is of value to the City. Upon termination of the Agreement
pursuant to this Section, the Contractor will submit an invoice to the City, pursuant to Section
entitled “Method of Payment” herein.
7. Plans, Studies, Documents.
a. Ownership of Documents. All plans, studies, documents and other writings
prepared by and for Contractor, its officers, employees and agents and subcontractors in the
course of implementing this Agreement, except working notepad internal documents, shall
become the property of the City upon payment to Contractor for such work, and the City shall
have the sole right to use such materials in its discretion without further compensation to
Contractor or to any other party. Contractor shall, at Contractor’s expense, provide such reports,
plans, studies, documents and other writings to City upon written request. City shall have sole
determination of the public’s rights to documents under the Public Records Act, and any third-
party requests of Contractor shall be immediately referred to City, without any other actions by
Contractor.
b. Licensing of Intellectual Property. This Agreement creates a nonexclusive
and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights,
designs, and other intellectual property embodied in plans, specifications, studies, drawings,
estimates, and other documents or works of authorship fixed in any tangible medium of
expression, including but not limited to, physical drawings or data magnetically or otherwise
recorded on computer diskettes, which are prepared or caused to be prepared by Contractor
under this Agreement ("Documents & Data"). Contractor shall require that all subcontractors
agree in writing that City is granted a nonexclusive and perpetual license for any Documents &
Data the subcontractor prepares under this Agreement. Contractor represents and warrants that
Contractor has the legal right to license any and all Documents & Data. Contractor makes no
such representation and warranty in regard to Documents & Data which were prepared by design
professionals other than Contractor or provided to Contractor by the City. City shall not be limited
in any way in its use of the Documents & Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City’s sole risk.
c. Confidentiality. All ideas, memoranda, specifications, plans, procedures,
drawings, descriptions, computer program data, input record data, written information, and other
Documents & Data either created by or provided to Contractor in connection with the performance
of this Agreement shall be held confidential by Contractor. Such materials shall not, without the
prior written consent of City, be used by Contractor for any purposes other than the performance
of the services under this Agreement. Nor shall such materials be disclosed to any person or
entity not connected with the performance of the services under this Agreement. Nothing
furnished to Contractor which is otherwise known to Contractor or is generally known, or has
become known, to the related industry shall be deemed confidential. Contractor shall not use
City’s name or insignia, photographs relating to project for which Contractor’s services are
rendered, or any publicity pertaining to the Contractor’s services under this Agreement in any
magazine, trade paper, newspaper, television or radio production or other similar medium without
the prior written consent of City.
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8. Contractor’s Books and Records.
a. Contractor shall maintain any and all ledgers, books of account, invoices,
vouchers, canceled checks, and other records or documents evidencing or relating to charges for
services, or expenditures and disbursements charged to City for a minimum period of three (3)
years, or for any longer period required by law, from the date of final payment to Contractor to
this Agreement.
b. Contractor shall maintain all documents and records which demonstrate
performance under this Agreement for a minimum period of t hree (3) years, or for any longer
period required by law, from the date of termination or completion of this Agreement.
c. Any records or documents required to be maintained pursuant to this
Agreement shall be made available for inspection or audit, at any time during regular business
hours, upon written request by the City Manager, City Attorney, City Auditor or a designated
representative of these officers. Copies of such documents shall be provided to the City for
inspection at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually
agreed upon, the records shall be available at Contractor’s address indicated for receipt of notices
in this Agreement.
d. Where City has reason to believe that such records or documents may be
lost or discarded due to dissolution, disbandment or termination of Contractor’s business, City
may, by written request by any of the above-named officers, require that custody of the records
be given to the City and that the records and documents be maintained in City Hall. Access to
such records and documents shall be granted to any party authorized by Contractor, Contractor’s
representatives, or Contractor’s successor-in-interest.
9. Independent Contractor.
a. Contractor is and shall at all times remain as to the City a wholly
independent contractor pursuant to California Labor Code Section 3353. The personnel
performing the services under this Agreement on behalf of Contractor shall at all times be under
Contractor’s exclusive direction and control. Neither City nor any of its officers, employees, or
agents shall have control over the conduct of Contractor or any of Contractor’s officers,
employees, or agents, except as set forth in this Agreement. Contractor shall not at any time or
in any manner represent that it or any of its officers, employees, or agents are in any manner
officers, employees, or agents of the City. Contractor shall not incur or have the power to incur
any debt, obligation, or liability whatsoever against City, or bind City in any manner.
b. Notwithstanding any other federal, state and local laws, codes, ordinances
and regulations to the contrary and except for the fees paid to Contractor as provided in the
Agreement, Contractor and any of its employees, agents, and subcontractors providing service
under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any
claims to, any compensation, benefit, or any incident of employment by City, including but not
limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution
to be paid by City for employer contribution and/or employee contributions for PERS benefits.
10. PERS Eligibility Indemnification. In the event that Contractor or any employee,
agent, or subcontractor of Contractor providing services under this Agreement claims or is
determined by a court of competent jurisdiction or the California Public Employees Retirement
System (PERS) to be eligible for enrollment in PERS as an employee of the City, Contractor shall
Page 5
indemnify, defend, and hold harmless City for the payment of any employee and/or employer
contributions for PERS benefits on behalf of Contractor or its employees, agents, or
subcontractors, as well as for the payment of any penalties and interest on such contributions,
which would otherwise be the responsibility of City.
11. Interests of Contractor. Contractor (including principals, associates and
professional employees) covenants and represents that it does not now have any investment or
interest in real property and shall not acquire any interest, direct or indirect, in the area covered
by this Agreement or any other source of income, interest in real property or investment which
would be affected in any manner or degree by the performance of Contractor’s services
hereunder. Contractor further covenants and represents that in the performance of its duties
hereunder no person having any such interest shall perform any services under this Agreement.
Contractor is not a designated employee within the meaning of the Political Reform Act
because Contractor:
a. will conduct research and arrive at conclusions with respect to his/her
rendition of information, advice, recommendation or counsel independent of the control and
direction of the City or of any City official, other than normal agreement monitoring; and
b. possesses no authority with respect to any City decision beyond rendition
of information, advice, recommendation or counsel. (FPPC Reg. 18700(a)(2).)
12. Professional Ability of Contractor. City has relied upon the professional training
and ability of Contractor to perform the services hereunder as a material inducement to enter into
this Agreement. Contractor shall therefore provide properly skilled professional and technical
personnel to perform all services under this Agreement. All work performed by Contractor under
this Agreement shall be in accordance with applicable legal requirements and shall meet the
standard of quality ordinarily to be expected of competent professionals in Contractor’s field of
expertise.
13. Compliance with Laws.
a. Contractor shall comply with all local, state and federal laws and
regulations applicable to the services required hereunder, including any rule, regulation or bylaw
governing the conduct or performance of Contractor and/or its employees, officers, or board
members.
b. Contractor represents that it has obtained and will maintain at all times
during the term of this Agreement all professional and/or business licenses, certifications and/or
permits necessary for performing the services described in this Agreement, including a City
business license.
14. Licenses. Contractor represents and warrants to City that it has the licenses,
permits, qualifications, insurance and approvals of whatsoever nature which are legally required
of Contractor to practice its profession. Contractor represents and warrants to City that Contractor
shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this
Agreement, any licenses, permits, insurance and approvals which are legally required of
Contractor to practice its profession. Contractor shall maintain a City of Lake Elsinore business
license.
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15. Indemnity. Contractor shall indemnify, defend, and hold harmless the City and its
officials, officers, employees, agents, and volunteers from and against any and all losses, liability,
claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily
injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law
or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts
or omissions of Contractor or its employees, subcontractors, or agents, by acts for which they
could be held strictly liable, or by the quality or character of their work. The foregoing obligation
of Contractor shall not apply when (1) the injury, loss of life, damage to property, or violation of
law arises from the sole negligence or willful misconduct of the City or its officers, employees,
agents, or volunteers and (2) the actions of Contractor or its employees, subcontractor, or agents
have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is
understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend
as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance
certificates and endorsements required under this Agreement does not relieve Contractor from
liability under this indemnification and hold harmless clause. This indemnification and hold
harmless clause shall apply to any damages or claims for damages whether or not such insurance
policies shall have been determined to apply. By execution of this Agreement, Contractor
acknowledges and agrees to the provisions of this Section and that it is a material element of
consideration.
16. Insurance Requirements.
a. Insurance. Contractor, at Contractor’s own cost and expense, shall
procure and maintain, for the duration of the contract, unless modified by the City’s Risk Manager,
the following insurance policies.
i. Workers’ Compensation Coverage. Contractor shall maintain
Workers’ Compensation Insurance and Employer’s Liability Insurance for his/her
employees in accordance with the laws of the State of California. In addition, Contractor
shall require each subcontractor to similarly maintain Workers’ Compensation Insurance
and Employer’s Liability Insurance in accordance with the laws of the State of California
for all of the subcontractor’s employees. Any notice of cancellation or non-renewal of all
Workers’ Compensation policies must be received by the City at least thirty (30) days prior
to such change. The insurer shall agree to waive all rights of subrogation against City, its
officers, agents, employees and volunteers for losses arising from work performed by
Contractor for City. In the event that Contractor is exempt from Worker’s Compensation
Insurance and Employer’s Liability Insurance for his/her employees in accordance with
the laws of the State of California, Contractor shall submit to the City a Certificate of
Exemption from Workers Compensation Insurance in a form approved by the City
Attorney.
ii. General Liability Coverage. Contractor shall maintain commercial
general liability insurance in an amount not less than one million dollars ($1,000,000) per
occurrence for bodily injury, personal injury and property damage. If a commercial general
liability insurance form or other form with a general aggregate limit is used, either the
general aggregate limit shall apply separately to the work to be performed under this
Agreement or the general aggregate limit shall be at least twice the required occurrence
limit. Required commercial general liability coverage shall be at least as broad as
Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed.
11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering
comprehensive General Liability and Insurance Services Office form number GL 0404
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covering Broad Form Comprehensive General Liability. No endorsement may be attached
limiting the coverage.
iii. Automobile Liability Coverage. Contractor shall maintain
automobile liability insurance covering bodily injury and property damage for all activities
of the Contractor arising out of or in connection with the work to be performed under this
Agreement, including coverage for owned, hired and non-owned vehicles, in an amount
of not less than one million dollars ($1,000,000) combined single limit for each occurrence.
Automobile liability coverage must be at least as broad as Insurance Services Office
Automobile Liability form CA 0001 (ed. 12/90) Code 1 (“any auto”). No endorsement may
be attached limiting the coverage.
iv. Professional Liability Coverage. Contractor shall maintain
professional errors and omissions liability insurance appropriate for Contractor’s
profession for protection against claims alleging negligent acts, errors or omissions which
may arise from Contractor’s services under this Agreement, whether such services are
provided by the Contractor or by its employees, subcontractors, or sub Contractors. The
amount of this insurance shall not be less than one million dollars ($1,000,000) on a
claims-made annual aggregate basis, or a combined single limit per occurrence basis.
b. Endorsements. Each general liability and automobile liability insurance
policy shall be with insurers possessing a Best’s rating of no less than A:VII and shall be endorsed
with the following specific language:
i. Notwithstanding any inconsistent statement in any required
insurance policies or any subsequent endorsements attached thereto, the protection
offered by all policies, except for Workers’ Compensation, shall bear an endorsement
whereby it is provided that, the City and its officers, employees, servants, volunteers and
agents and independent contractors, including without limitation, the City Manager and
City Attorney, are named as additional insureds. Additional insureds shall be entitled to
the full benefit of all insurance policies in the same manner and to the same extent as any
other insureds and there shall be no limitation to the benefits conferred upon them other
than policy limits to coverages.
ii. This policy shall be considered primary insurance as respects the
City, its elected or appointed officers, officials, employees, agents and volunteers. Any
insurance maintained by the City, including any self-insured retention the City may have,
shall be considered excess insurance only and shall not contribute with it.
iii. This insurance shall act for each insured and additional insured as
though a separate policy had been written for each, except with respect to the limits of
liability of the insuring company.
iv. The insurer waives all rights of subrogation against the City, its
elected or appointed officers, officials, employees or agents.
v. Any failure to comply with reporting provisions of the policies shall
not affect coverage provided to the City, its elected or appointed officers, officials,
employees, agents or volunteers.
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vi. The insurance provided by this Policy shall not be suspended,
voided, canceled, or reduced in coverage or in limits except after thirty (30) days written
notice has been received by the City.
c. Deductibles and Self-Insured Retentions. Any deductibles or self-insured
retentions must be declared to and approved by the City. At the City’s option, Contractor shall
demonstrate financial capability for payment of such deductibles or self-insured retentions.
d. Certificates of Insurance. Contractor shall provide certificates of insurance
with original endorsements to City as evidence of the insurance coverage required herein.
Certificates of such insurance shall be filed with the City on or before commencement of
performance of this Agreement. Current certification of insurance shall be kept on file with the
City at all times during the term of this Agreement.
17. Notices. Any notice required to be given under this Agreement shall be in writing
and either served personally or sent prepaid, first class mail. Any such notice shall be addressed
to the other party at the address set forth below. Notice shall be deemed communicated within
48 hours from the time of mailing if mailed as provided in this section.
If to City: City of Lake Elsinore
Attn: City Manager
130 South Main Street
Lake Elsinore, CA 92530
With a copy to: City of Lake Elsinore
Attn: City Clerk
130 South Main Street
Lake Elsinore, CA 92530
If to Contractor: USA Shade & Fabric Structures
Attn: Virginia Marquez, Contract's Manager
1085 N. Main St, Suite C
Orange, CA 92867
18. Assignment and Subcontracting. The parties recognize that a substantial
inducement to City for entering into this Agreement is the professional reputation, experience and
competence of Contractor and the subcontractors listed in Exhibit B. Contractor shall be fully
responsible to City for all acts or omissions of any subcontractors. Assignments of any or all
rights, duties or obligations of the Contractor under this Agreement will be permitted only with the
express consent of the City. Contractor shall not subcontract any portion of the work to be
performed under this Agreement except as provided in Exhibit B without the written authorization
of the City. If City consents to such subcontract, Contractor shall be fully responsible to City for
all acts or omissions of those subcontractors. Nothing in this Agreement shall create any
contractual relationship between City and any subcontractor nor shall it create any obligation on
the part of the City to pay or to see to the payment of any monies due to any such subcontractor
other than as otherwise is required by law.
19. Waiver. Waiver of a breach or default under this Agreement shall not constitute a
continuing waiver of a subsequent breach of the same or any other provision under this
Agreement.
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20. Litigation Expenses and Attorneys’ Fees. If either party to this Agreement
commences any legal action against the other party arising out of this Agreement, the prevailing
party shall be entitled to recover its reasonable litigation expenses, including court costs, expert
witness fees, discovery expenses, and attorneys’ fees.
21. Mediation. The parties agree to make a good faith attempt to resolve any disputes
arising out of this Agreement through mediation prior to commencing litigation. The parties shall
mutually agree upon the mediator and share the costs of mediation equally. If the parties are
unable to agree upon a mediator, the dispute shall be submitted to JAMS or its successor in
interest. JAMS shall provide the parties with the names of five qualified mediators. Each party
shall have the option to strike two of the five mediators selected by JAMS and thereafter the
mediator remaining shall hear the dispute. If the dispute remains unresolved after mediation,
either party may commence litigation.
22. Prohibited Interests. Contractor maintains and warrants that it has not employed
nor retained any company or person, other than a bona fide employee working solely for
Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid
nor has it agreed to pay any company or person, other than a bona fide employee working solely
for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration
contingent upon or resulting from the award or making of this Agreement. For breach or violation
of this warranty, City shall have the right to rescind this Agreement without liability . For the term
of this Agreement, no member, officer or employee of City, during the term of his or her service
with City, shall have any direct interest in this Agreement, or obtain any present or anticipated
material benefit arising therefrom.
23. Equal Opportunity Employment. Contractor represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee or
applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex
or age. Such non-discrimination shall include, but not be limited to, all activities related to initial
employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or
termination.
24. Prevailing Wages. Contractor is aware of the requirements of California Labor
Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8,
Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage
rates and the performance of other requirements on "public works" and "maintenance" projects.
Contractor agrees to fully comply with all applicable federal and state labor laws (including,
without limitation, if applicable, the Prevailing Wage Laws). It is agreed by the parties that, in
connection with the Work or Services provided pursuant to this Agreement, Contractor shall bear
all risks of payment or non-payment of prevailing wages under California law, and Contractor
hereby agrees to defend, indemnify, and hold the City, and its officials, officers, employees,
agents, and volunteers, free and harmless from any claim or liability arising out of any failure or
alleged failure to comply with the Prevailing Wage Laws. The foregoing indemnity shall survive
termination of this Agreement.
25. Severability. If any term or portion of this Agreement is held to be invalid, illegal,
or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this
Agreement shall continue in full force and effect.
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26. Controlling Law Venue. This Agreement and all matters relating to it shall be
governed by the laws of the State of California and any action brought relating to this Agreement
shall be held exclusively in a state court in the County of Riverside.
27. Authority to Enter Agreement. Contractor has all requisite power and authority to
conduct its business and to execute, deliver, and perform the Agreement. Each party warrants
that the individuals who have signed this Agreement have the legal power, right, and authority to
make this Agreement and to bind each respective party. The City Manager is authorized to enter
into an amendment or otherwise take action on behalf of the City to make the following
modifications to the Agreement: (a) a name change; (b) grant extensions of time; (c) non-
monetary changes in the scope of services; and/or (d) suspend or terminate the Agreement.
28. Counterparts. This Agreement may be executed in several counterparts, each of
which shall constitute one and the same instrument and shall become binding upon the parties
when at least one copy hereof shall have been signed by both parties hereto. In approving this
Agreement, it shall not be necessary to produce or account for more than one such counterpart.
29. Entire Agreement; Incorporation; Conflict. This Agreement contains the entire
understanding between the parties relating to the obligations described herein. All prior or
contemporaneous understandings, agreements, representations and statements, oral or written,
are superseded in total by this Agreement and shall be of no further force or effect. Contractor’s
Proposal is incorporated only for the description of the scope of services and/or the schedule of
performance and no other terms and conditions from such proposal shall apply to this Agreement
unless specifically agreed to in writing. In the event of conflict, this Agreement shall take
precedence over those contained in the Contractor’s Proposal.
30. Amendments. This Agreement may be modified or amended only by a written
document executed by both Contractor and City and approved as to form by the City Attorney.
[Signatures on next page]
Page 11
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the
date first written above.
“CITY”
CITY OF LAKE ELSINORE, a municipal
corporation
City Manager
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
Director of Administrative Services
“CONTRACTOR”
Shade Structures, Inc., a Delaware Corporation
By: Virginia Marquez
Its: Assistant Secretary
Attachments: Exhibit A – Contractor’s Proposal
Exhibit B – List of Subcontractors
EXHIBIT A
EXHIBIT A
CONTRACTOR’S PROPOSAL
[ATTACHED]
EXHIBIT B
EXHIBIT B
LIST OF SUBCONTRACTORS
[ATTACHED]
www.usa-shade.com | 800-966-5005
521 North Langstaff St. Lake Elsinore, CA 92530
AZ: 289388 CA: 989458 LA: 61718 NV:78724
NM: 383826 TN: 68712 DIR: 1000003533
Proposal Prepared For:
Lake Elsinore Launch Point Lake Doc Area Updated 12-16-21
Proposal Prepared For:
Matthew Reed Public Works
Corporate Yard
Structure Pricing
UNIT IMAGE
Unit Quantity:1 Foundations By USA Shade
Unit Type:Hip Grout Installation USA Shade
Structure Size:36x40 Footing Type:Drilled Pier
USA Shade Model
Number 1401 Base Attachment:PIH - Embed
Entry Height:10'Anchor Bolts:N/A
No of Columns:4 Concrete Cutting:hlf in slab hlf in drt
No of Fabric Tops:1 Dirt Removal:Spread on site
Fabric Type:Colourshade_FR Surface Type:concrete/dirt
Fabric Color:Blue NOTES
Steel Finish:Powder Coated
Steel Color:White
TOTAL PRICE Electrical Provisions:n/a
Cable/HDW Finish:Galvanized
Concept No:
UNIT IMAGE
Unit Quantity:Foundations By
Unit Type:Grout Installation
Structure Size:Footing Type:
USA Shade Model
Number Base Attachment:
Entry Height:Anchor Bolts:
No of Columns:Concrete Cutting:
No of Fabric Tops:Dirt Removal:
Fabric Type:Surface Type:
Fabric Color:NOTES
Steel Finish:
Steel Color:
PRICE Electrical Provisions:
Cable/HDW Finish:
Concept No:
UNIT DETAILS
Shade Structure Details
UNIT DETAILS
Line item #360 $17,211. Less
10%discount $15,489.90
Price includes a 10% unit discount with
Sourcewell Contract
$15,489.90
Structure 2
www.usa-shade.com 800-966-5005
AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR: 1000003533
Date: 12/16/2021
Purchaser:Contact:Sales Rep:
Project Name:Phone:Phone:
Quote No:Email:Email:
PO No:Fax:Fax:
Contact:Contact:Contact:
Phone Phone Phone
Email:Email:Email:
Fax:Fax:Fax:
CORPORATE ADDRESS:REMITTANCE ADDRESS:
2580 Esters Blvd., Suite 100 P.O. Box 734158
DFW Airport, TX 75261 Dallas, TX 75373-4158
SOUTHERN CALIFORNIA:NORTHERN CALIFORNIA:ARIZONA:LAS VEGAS:
1085 N. Main Street, Suite C 927 Enterprise Way, Suite A 2452 W. Birchwood Ave, Suite 112 6225 S. Valley View Blvd., Suite I
Orange, CA 92867 Napa, CA 94558 Mesa, AZ 85202 Las Vegas, NV 89118
NOTE: This message is intended only for the use of the individual to whom it is addressed, and contains information that is privileged, confidential, and
exempt from disclosure under applicable law. If you are not the intended recipient, or the employee or agent responsible for delivering this message to the
intended recipient, you are hereby notified that any unauthorized disclosure, distribution, or copying of this communication is strictly prohibited. If you have
received this communication in error, please notify us immediately by phone and return the original message to the applicable address above.
org
MAILING ADDRESS:
P.O. Box 3467
Coppel, TX 75019
951-674-3124 x241 O-714-427-6981 951-674-5170
ceakins@lake-elsinore.mreed@lake-elsinore.org
92530 92867 92530
Catherine Eakins Construction Dept Matthew Reed
Lake Elsinore Orange Lake Elsinore
CA CA CA
City of Lake Elsinore Accounts Payable USA Shade & Fabric Structures Launch Point
521 North Langstaff St.1085 N. Main St, Suite C 32040 Riverside Dr.
com
Billing Information:Shipping Information:Jobsite Information:
Launch Point c951-805-8632 c760-835-0703
BGD101021 mreed@lake-elsinore.org brian.donohue@usa-shade.
Proposal for USA SHADE & Fabric Structures
Project Information:Sales Information:
City of lake Elsinore Matthew Reed Brian Donohue
www.usa-shade.com 800-966-5005
AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR: 1000003533
QTY COST
100%
CBC2019
115mph
5 psf
Electronic
Electronic
Electronic
INCLUDED EXCLUDED INCLUDED EXCLUDED
www.usa-shade.com 800-966-5005
AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR: 1000003533
Design and Engineering of Foundation Demolition (Existing Structures)
Reactions and Loads for attachment to Walls, Rooftops, or Other Payment and Performance Bonds
Foundation Location and Elevation Survey Special Inspection Fees
Permit Fee Fencing
DSA Submittal & Fees Curb Repair
Design and Engineering of Structure Landscape Repair
INCLUSIONS / EXCLUSIONS
ENGINEERING REQUIREMENTS INSTALLATION - MISCELLANEOUS
Sealed Drawings & Calculations Prevailing Wage / Certified Payroll
Permit Submittal Union Wages
USA SHADE reserves the right to implement a surcharge for significant increases in raw materials, including the following, but
not limited to: fuel, steel , fabric, and concrete. Proposal pricing is only valid for 15 days due to the fluctuation in pricing. Due
to recent significant increases experienced in raw steel and fabric materials, it may be necessary to order, invoice, and receive
payments for steel and fabric as soon as final sizing can be determined.
ENGINEERING REQUIREMENTS NOTES
Building Code
Proposal pricing is only valid for 15 days due to the fluctuation in steel pricing
Wind Load
Snow Load
Drawing Size
No. of Sealed Drawings
Calculations Required
Engineering $1,500.00 Unit pricing is based on Sourcewell Contract. Payment and performance
bonds are not included. If they are, then add 2% to the total price, or
$1,026.00
Installation $29,905.00
TOTAL PRICE $51,327.87
SUBTOTAL $18,489.90 (4) Other (specify):
Sales Tax (7.75%)$1,432.97 NOTES:
Accessories/Miscellaneous (2) Upon delivery of Unit(s)
Domestic Shipping/Handling 3,000.00 (3) Upon completion of assembly/installation
TOTAL FOR ACCESS/MISC ITEMS:
PRICINGTOTALS:PAYMENT TERMS:
Unit Total 15,489.90 (1) Upon execution of the Agreement (Deposit)
ACCESS/MISC.
ITEM DETAILS
PURCHASER: SELLER:
City of Lake Elsinore USA SHADE & Fabric Structures
Signature: Signature: Brian Donohue
By: (Print)By: (Print) Brian Donohue
Title:Title: Senior Regional Manager
Date:Date: 12-16-21
Executed to be effective as of the date executed by the Company:
NOTE: FOR ANY PURCHASE EQUAL TO OR EXCEEDING $100,000.00 USD, NO WORK, OTHER THAN PRE-WORK, SHALL BE UNDERTAKEN
WITHOUT A MUTUALLY ACCEPTABLE AND SIGNED CONSTRUCTION CONTRACT.
NOTE: All purchase orders and contracts should be drafted in the name of Shade
Structures, Inc.
www.usa-shade.com 800-966-5005
AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR: 1000003533
USASHADE
& Fabric Structures®
Proposal Prepared For:
City of Lake Elsinore Tuscany Hills Pee Wee Baseball
Updated proposal 12-9-21
Proposal Prepared For:
Chris Erickson Supervisor Public Works
Corporate Yard
521 North Langstaff St. Lake Elsinore, CA 92530
AZ: 289388 CA: 989458 LA: 61718 NV:78724
NM: 383826 TN: 68712 DIR: 1000003533
:00 00
U SAS HAD E
& Fabric Structures®
Date: 12/9/2021
Proposal for USA SHADE & Fabric Structures
Project Information: Sales Information:
Purchaser: City of Lake Elsinore Contact: Chris Erickson Sales Rep: Brian Donohue
Project Name: Tuscany Hills pee wee basb Phone: c951-453-9463 Phone: c760-835-0703
Quote No: BGD111 Email: cerickson@lake-elsinore. Email: brian.donohue@usa-shade.
PO No: Fax: org Fax: com
Billing Informatinn: Shipping Information: Jobsite Information:
City of Lake Elsinore Accounts Payable USA Shade&Fabric Structures Tuscany Hills Pee Wee Baseball home plte
521 North Landstaff St. 1085 N.Main St,Suite C
Lake Elsinore Orange Lake Elsinore
CA CA CA
92530 92867 92530
Contact: Catherine Eakins Contact: Construction Dept Contact: Chris Erickson
Phone 951-674-3124 x241 Phone 0-714-427-6981 Phone 951-674-5170
Email: ceaklns@lake-elsinore- Email: Email: cerickson@lake-erick5on.
Fax: org Fax: Fax: org
CORPORATE ADDRESS: MAILING ADDRESS: REMITTANCE ADDRESS:
2580 Esters Blvd., Suite 100 P.O. Box 3467 P.O. Box 734158
DFW Airport, TX 75261 Coppel,TX 75019 Dallas,TX 75373-4158
SOUTHERN CALIFORNIA: NORTHERN CALIFORNIA: ARIZONA: LAS VEGAS:
1085 N.Main Street,Suite C 927 Enterprise Way,Suite A 2452 W.Birchwood Ave,Suite 112 6225 S.Valley View Blvd.,Suite I
Orange,CA 92867 Napa,CA 94558 Mesa,AZ 85202 Las Vegas,NV 89118
NOTE:This message is intended only for the use of the individual to whom it is addressed,and contains information that is privileged,confidential,and
exempt from disclosure under applicable law. If you are not the intended recipient,or the employee or agent responsible for delivering this message to the
intended recipient,you are hereby notified that any unauthorized disclosure,distribution,or copying of this communication is strictly prohibited. If you have
received this communication in error,please notify us immediately by phone and return the original message to the applicable address above.
www.usa-shade.com 800-966-5005
AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM:383826 TIN: 68712 DIR: 1000003533
USASHADE
& Fabric Structures.
Structure Pricing
Shade Structure Details
UNIT IMAGE UNIT DETAILS
Unit Quantity: 1 Foundations By USA Shade
i
Unit Type: full hip canti Grout Installation USA Shade
Structure Size: 15x18 Footing Type: Drilled Pier
USA Shade Model
202.5 Base Attachment; PIH-Embed
Number
Entry Height: 10, Anchor Bolts: N/A
Sourcewell list pricing$9,384 line
No of Columns: 2 Concrete Cutting: N/A
item#1119 less 10%=$8,445.00
No of Fabric Tops: 1 Dirt Removal: Included
Fabric Type: Colourshade FR Surface Type: Dirt
Fabric Color TBC •
Steel Finish Powder Coated
Steel Color: White
Price includes a 10%unit discount with
• Electrical Provisions: N/A Sourcewell conctract
$S 445.00 'Cable/HDW Finish: Galvanized
Concept No:
www.usa-shade.com 800-966-5005
AZ:289388 CA:989458 LA:61718 NV: 78724 NV:78724 NM:383826 TN:68712 DIR: 1000003533
USASHADE
& Fabric Structures.
CITYITEM DETAILS COST
TOTAL •• ACCESS/MISC ITEMS:
PRICINGTOTALS:
Unit Total $8,445.00 (1)Upon execution of the Agreement(Deposit)
Accessories/Miscellaneous 1(2) Upon delivery of Unit(s)
Domestic Shipping/Handling 2,000.00 (3) Upon completion of assembly/installation 100%
SUBTOTAL $10,445.0f (A) Other(specify):
Sales Tax(7.75%) $809.49 •
Engineering $1200.00
Installation $20,247.00 Unit pricing is based on Sourcewell Contract
TOTAL $32,701.49
USA SHADE reserves the right to implement a surcharge for significant increases in raw materials,including the following,but
not limited to:fuel,steel,fabric,and concrete.Proposal pricing is only valid for 15 days due to the fluctuation in pricing.Due
to recent significant increases experienced in raw steel and fabric materials,it may be necessary to order,invoice,and receive
payments for steel and fabric as soon as final sizing can be determined.
REQUIREMENTSENGINEERING •
Building Code CBC2019
Wind Load 115mph
Snow Load 5 psf
Proposal pricing is only valid for 15 days due to the fluctuation in steel pricing
Drawing Size Electronic
No.of Sealed Drawings Electronic
Calculations Required Electronic
INCLUSIONS •
REQUIREMENTSINCLUDED EXCLUDED ENGINEERING • MISCELLANEOUS
❑� ❑ Sealed Drawings&Calculations ❑✓ ❑ Prevailing Wage/Certified Payroll
❑ 0 Permit Submittal ❑ P Union wages
❑ Q Permit Fee Q ❑ Fencing
❑ Q DSA Submittal&Fees ❑ Q Curb Repair
❑� ❑ Design and Engineering of Structure ❑ ❑� Landscape Repair
❑� ❑ Design and Engineering of Foundation ❑ ❑� Demolition(Existing Structures)
❑ ❑� Reactions and Loads For attachment to Walls,Rooftops,or Other Payment and Performance Bonds
❑ 0 Foundation Location and Elevation Survey ❑ 0 Special Inspection Fees
www.usa-shade.com 800-966-5005
AZ:289388 CA:989458 LA:61718 NV:78724 NV:78724 NM:383826 TN:68712 DIR:1000003533
USASHADE
A Fabric Structures.
Executed to be effective as of the date executed by the Company:
NOTE: FOR ANY PURCHASE EQUAL TO OR EXCEEDING$100,000.00 USD,NO WORK,OTHER THAN PRE-WORK,SHALL BE UNDERTAKEN
WITHOUT A MUTUALLY ACCEPTABLE AND SIGNED CONSTRUCTION CONTRACT.
PURCHASER: SELLER:
City of Lake Elsinore USA SHADE& Fabric Structures
Signature: Signature: Z,4.n An.,Cup
By: (Prin By: (Print) Brian Donohue
Title: Title: Senior Regional Manager
Date: Date: 12/9/2021
NOTE: All purchase orders and contracts should be drafted in the name of Shade
Structures, Inc.
www.usa-shade.com 800-966-5005
AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 Nk 383826 TN: 68712 DIR: 1000003533
DocuSign Envelope ID: F416D837-E545-4A9D-8F62-28D5E4268B24
010521-LTS
Sourcewell 1
Solicitation Number: RFP #010521
CONTRACT
This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN
56479 (Sourcewell) and PlayPower, Inc., 11515 Vanstory Drive#100, Huntersville, NC 28078
(Vendor).
Sourcewell is a State of Minnesota local government agency and service cooperative created
under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers
cooperative procurement solutions to government entities. Participation is open to federal,
state/province, and municipal governmental entities, higher education, K-12 education,
nonprofit, tribal government, and other public entities located in the United States and Canada.
Sourcewell issued a public solicitation for Playground and Water Play Equipment with Related
Accessories and Services from which Vendor was awarded a contract.
Vendor desires to contract with Sourcewell to provide equipment, products, or services to
Sourcewell and the entities that access Sourcewell's cooperative purchasing contracts
(Participating Entities).
1. TERM OF CONTRACT
A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below.
B. EXPIRATION DATE AND EXTENSION. This Contract expires February 17, 2025, unless it is
cancelled sooner pursuant to Article 22. This Contract may be extended up to one additional
one-year period upon request of Sourcewell and with written agreement by Vendor.
C. SURVIVAL OF TERMS. Articles 11 through 14 survive the expiration or cancellation of this
Contract.
2. EQUIPMENT, PRODUCTS, OR SERVICES
A. EQUIPMENT, PRODUCTS, OR SERVICES. Vendor will provide the Equipment, Products, or
Services as stated in its Proposal submitted under the Solicitation Number listed above.
Vendor's Equipment, Products, or Services Proposal (Proposal) is attached and incorporated
into this Contract.
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All Equipment and Products provided under this Contract must be new/current model. Vendor
may offer close-out or refurbished Equipment or Products if they are clearly indicated in
Vendor's product and pricing list. Unless agreed to by the Participating Entities in advance,
Equipment or Products must be delivered as operational to the Participating Entity's site.
This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated,
sales and sales volume are not guaranteed.
B. WARRANTY. Vendor warrants that all Equipment, Products, and Services furnished are free
from liens and encumbrances, and are free from defects in design, materials, and workmanship.
In addition, Vendor warrants the Equipment, Products, and Services are suitable for and will
perform in accordance with the ordinary use for which they are intended. Vendor's dealers and
distributors must agree to assist the Participating Entity in reaching a resolution in any dispute
over warranty terms with the manufacturer. Any manufacturer's warranty that is effective past
the expiration of the Vendor's warranty will be passed on to the Participating Entity.
C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution, Vendor will
make available to Sourcewell a means to validate or authenticate Vendor's authorized dealers,
distributors, and/or resellers relative to the Equipment, Products, and Services related to this
Contract. This list may be updated from time-to-time and is incorporated into this Contract by
reference. It is the Vendor's responsibility to ensure Sourcewell receives the most current
version of this list.
3. PRICING
All Equipment, Products, or Services under this Contract will be priced as stated in Vendor's
Proposal.
When providing pricing quotes to Participating Entities, all pricing quoted must reflect a
Participating Entity's total cost of acquisition. This means that the quoted cost is for delivered
Equipment, Products, and Services that are operational for their intended purpose, and
includes all costs to the Participating Entity's requested delivery location.
Regardless of the payment method chosen by the Participating Entity, the total cost associated
with any purchase option of the Equipment, Products, or Services must always be disclosed in
the pricing quote to the applicable Participating Entity at the time of purchase.
A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly
packaged. Damaged Equipment and Products may be rejected. If the damage is not readily
apparent at the time of delivery, Vendor must permit the Equipment and Products to be
returned within a reasonable time at no cost to Sourcewell or its Participating Entities.
Participating Entities reserve the right to inspect the Equipment and Products at a reasonable
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010521-LTS
time after delivery where circumstances or conditions prevent effective inspection of the
Equipment and Products at the time of delivery.
Vendor must arrange for and pay for the return shipment on Equipment and Products that arrive
in a defective or inoperable condition.
Sourcewell may declare the Vendor in breach of this Contract if the Vendor intentionally
delivers substandard or inferior Equipment or Products. In the event of the delivery of
nonconforming Equipment and Products, the Participating Entity will notify the Vendor as soon
as possible and the Vendor will replace nonconforming Equipment and Products with
conforming Equipment and Products that are acceptable to the Participating Entity.
B. SALES TAX. Each Participating Entity is responsible for supplying the Vendor with valid tax-
exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax-
exempt entity.
C. HOT LIST PRICING. At anytime during this Contract, Vendor may offer a specific selection
of Equipment, Products, or Services at discounts greater than those listed in the Contract.
When Vendor determines it will offer Hot List Pricing, it must be submitted electronically to
Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed
from the Hot List at anytime through a Sourcewell Price and Product Change Form as defined
in Article 4 below.
Hot List program and pricing may also be used to discount and liquidate close-out and
discontinued Equipment and Products as long as those close-out and discontinued items are
clearly identified as such. Current ordering process and administrative fees apply. Hot List
Pricing must be published and made available to all Participating Entities.
4. PRODUCT AND PRICING CHANGE REQUESTS
Vendor may request Equipment, Product, or Service changes, additions, or deletions at any
time. All requests must be made in writing by submitting a signed Sourcewell Price and Product
Change Request Form to the assigned Sourcewell Contract Administrator.This form is available
from the assigned Sourcewell Contract Administrator. At a minimum, the request must:
• Identify the applicable Sourcewell contract number;
• Clearly specify the requested change;
• Provide sufficient detail to justify the requested change;
• Individually list all Equipment, Products, or Services affected by the requested change,
along with the requested change (e.g., addition, deletion, price change); and
• Include a complete restatement of pricing documentation in Microsoft Excel with the
effective date of the modified pricing, or product addition or deletion. The new pricing
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restatement must include all Equipment, Products, and Services offered, even for those
items where pricing remains unchanged.
A fully executed Sourcewell Price and Product Request Form will become an amendment
to this Contract and be incorporated by reference.
S. PARTICIPATION, CONTRACT ACCESS,AND PARTICIPATING ENTITY REQUIREMENTS
A. PARTICIPATION. Sourcewell's cooperative contracts are available and open to public and
nonprofit entities across the United States and Canada; such as federal, state/province,
municipal, K-12 and higher education, tribal government, and other public entities.
The benefits of this Contract should be available to all Participating Entities that can legally
access the Equipment, Products, or Services under this Contract. A Participating Entity's
authority to access this Contract is determined through its cooperative purchasing, interlocal,
or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service
Member of Sourcewell during such time of access. Vendor understands that a Participating
Entity's use of this Contract is at the Participating Entity's sole convenience and Participating
Entities reserve the right to obtain like Equipment, Products, or Services from any other source.
Vendor is responsible for familiarizing its sales and service forces with Sourcewell contract use
eligibility requirements and documentation and will encourage potential participating entities
to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its
roster during the term of this Contract.
B. PUBLIC FACILITIES. Vendor's employees maybe required to perform work at government-
owned facilities, including schools. Vendor's employees and agents must conduct themselves in
a professional manner while on the premises, and in accordance with Participating Entity
policies and procedures, and all applicable laws.
6. PARTICIPATING ENTITY USE AND PURCHASING
A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under
this Contract, a Participating Entity must clearly indicate to Vendor that it intends to access this
Contract; however, order flow and procedure will be developed jointly between Sourcewell and
Vendor. Typically, a Participating Entity will issue an order directly to Vendor. If a Participating
Entity issues a purchase order, it may use its own forms, but the purchase order should clearly
note the applicable Sourcewell contract number. All Participating Entity orders under this
Contract must be issued prior to expiration of this Contract; however, Vendor performance,
Participating Entity payment, and any applicable warranty periods or other Vendor or
Participating Entity obligations may extend beyond the term of this Contract.
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Vendor's acceptable forms of payment are included in Attachment A. Participating Entities will
be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of
any Participating Entity.
B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and
conditions to a purchase order, or other required transaction documentation, may be
negotiated between a Participating Entity and Vendor, such as job or industry-specific
requirements, legal requirements (e.g., affirmative action or immigration status requirements),
or specific local policy requirements. Some Participating Entitles may require the use of a
Participating Addendum; the terms of which will be worked out directly between the
Participating Entity and the Vendor. Any negotiated additional terms and conditions must
never be less favorable to the Participating Entity than what is contained in this Contract.
C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires
service or specialized performance requirements (such as e-commerce specifications,
specialized delivery requirements, or other specifications and requirements) not addressed in
this Contract, the Participating Entity and the Vendor may enter into a separate, standalone
agreement, apart from this Contract. Sourcewell, including its agents and employees, will not
be made a party to a claim for breach of such agreement.
D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or
in part, immediately upon notice to Vendor in the event of any of the following events:
1. The Participating Entity fails to receive funding or appropriation from its governing body
at levels sufficient to pay for the goods to be purchased;
2. Federal, state, or provincial laws or regulations prohibit the purchase or change the
Participating Entity's requirements; or
3. Vendor commits any material breach of this Contract or the additional terms agreed to
between the Vendor and a Participating Entity.
E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a
Participating Entity's order will be determined by the Participating Entity making the purchase.
7. CUSTOMER SERVICE
A. PRIMARY ACCOUNT REPRESENTATIVE. Vendor will assign an Account Representative to
Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is
changed. The Account Representative will be responsible for:
• Maintenance and management of this Contract;
• Timely response to all Sourcewell and Participating Entity inquiries; and
• Business reviews to Sourcewell and Participating Entities, if applicable.
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B. BUSINESS REVIEWS. Vendor must perform a minimum of one business review with
Sourcewell per contract year. The business review will cover sales to Participating Entities,
pricing and contract terms, administrative fees, supply issues, customer issues, and any other
necessary information.
8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT
A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Vendor must provide a contract
sales activity report (Report) to the Sourcewell Contract Administrator assigned to this
Contract. A Report must be provided regardless of the number or amount of sales during that
quarter (i.e., if there are no sales, Vendor must submit a report indicating no sales were made).
The Report must contain the following fields:
• Customer Name (e.g., City of Staples Highway Department);
• Customer Physical Street Address;
• Customer City;
• Customer State/Province;
• Customer Zip Code;
• Customer Contact Name;
• Customer Contact Email Address;
• Customer Contact Telephone Number;
• Sourcewell Assigned Entity/Participating Entity Number;
• Item Purchased Description;
• Item Purchased Price;
• Sourcewell Administrative Fee Applied; and
• Date Purchase was invoiced/sale was recognized as revenue by Vendor.
B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell,
the Vendor will pay an administrative fee to Sourcewell on all Equipment, Products, and
Services provided to Participating Entities. The Administrative Fee must be included in, and not
added to, the pricing. Vendor may not charge Participating Entities more than the contracted
price to offset the Administrative Fee.
The Vendor will submit payment to Sourcewell for the percentage of administrative fee stated
in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased
by Participating Entities under this Contract during each calendar quarter. Payments should
note the Vendor's name and Sourcewell-assigned contract number in the memo; and must be
mailed to the address above "Attn: Accounts Receivable" or remitted electronically to
Sourcewell's banking institution per Sourcewell's Finance department instructions. Payments
must be received no later than 45 calendar days after the end of each calendar quarter.
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Vendor agrees to cooperate with Sourcewell in auditing transactions under this Contract to
ensure that the administrative fee is paid on all items purchased under this Contract.
In the event the Vendor is delinquent in any undisputed administrative fees, Sourcewell
reserves the right to cancel this Contract and reject any proposal submitted by the Vendor in
any subsequent solicitation. In the event this Contract is cancelled by either party prior to the
Contract's expiration date, the administrative fee payment will be due no more than 30 days
from the cancellation date.
9. AUTHORIZED REPRESENTATIVE
Sourcewell's Authorized Representative is its Chief Procurement Officer.
Vendor's Authorized Representative is the person named in the Vendor's Proposal. If Vendor's
Authorized Representative changes at any time during this Contract, Vendor must promptly
notify Sourcewell in writing.
10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER,AND CONTRACT COMPLETE
A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records,
documents, and accounting procedures and practices relevant this Agreement are subject to
examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the
end of this Contract. This clause extends to Participating Entities as it relates to business
conducted by that Participating Entity under this Contract.
B. ASSIGNMENT. Neither the Vendor nor Sourcewell may assign or transfer any rights or
obligations under this Contract without the prior consent of the parties and a fully executed
assignment agreement. Such consent will not be unreasonably withheld.
C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective
until it has been fully executed by the parties.
D. WAIVER. If either party fails to enforce any provision of this Contract, that failure does not
waive the provision or the right to enforce it.
E. CONTRACT COMPLETE. This Contract contains all negotiations and agreements between
Sourcewell and Vendor. No other understanding regarding this Contract, whether written or
oral, may be used to bind either party. For any conflict between the attached Proposal and the
terms set out in Articles 1-22, the terms of Articles 1-22 will govern.
F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent
contractors, each free to exercise judgment and discretion with regard to the conduct of their
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respective businesses. This Contract does not create a partnership,joint venture, or any other
relationship such as master-servant, or principal-agent.
11. LIABILITY
Vendor must indemnify, save, and hold Sourcewell and its Participating Entities, including their
agents and employees, harmless from any claims or causes of action, including attorneys' fees,
arising out of the performance of this Contract by the Vendor or its agents or employees; this
indemnification includes injury or death to person(s) or property alleged to have been caused
by some defect in the Equipment, Products, or Services under this Contract to the extent the
Equipment, Product, or Service has been used according to its specifications.
12. GOVERNMENT DATA PRACTICES
Vendor and Sourcewell must comply with the Minnesota Government Data Practices Act,
Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell
under this Contract and as it applies to all data created, collected, received, stored, used,
maintained, or disseminated by the Vendor under this Contract.
If the Vendor receives a request to release the data referred to in this article, the Vendor must
immediately notify Sourcewell and Sourcewell will assist with how the Vendor should respond
to the request.
13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT
A. INTELLECTUAL PROPERTY
1. Grant of License. During the term of this Contract:
a. Sourcewell grants to Vendor a royalty-free, worldwide, non-exclusive right and
license to use theTrademark(s) provided to Vendor by Sourcewell in advertising and
promotional materials for the purpose of marketing Sourcewell's relationship with
Vendor.
b. Vendor grants to Sourcewell a royalty-free, worldwide, non-exclusive right and
license to use Vendor's Trademarks in advertising and promotional materials for the
purpose of marketing Vendor's relationship with Sourcewell.
2. Limited Right of Sublicense. The right and license granted herein includes a limited right
of each party to grant sublicenses to its and their respective distributors, marketing
representatives, and agents (collectively "Permitted Sublicensees") in advertising and
promotional materials for the purpose of marketing the Parties' relationship to Participating
Entities. Any sublicense granted will be subject to the terms and conditions of this Article.
Each party will be responsible for any breach of this Article by any of their respective
sublicensees.
3. Use, Quality Control.
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a. Sourcewell must not alter Vendor's Trademarks from the form provided by
Vendor and must comply with Vendor's removal requests as to specific uses of its
trademarks or logos.
b. Vendor must not alter Sourcewell's Trademarks from the form provided by
Sourcewell and must comply with Sourcewell's removal requests as to specific uses
of its trademarks or logos.
c. Each party agrees to use, and to cause its Permitted Sublicensees to use, the
other party's Trademarks only in good faith and in a dignified manner consistent
with such party's use of the Trademarks. Upon written notice to the breaching party,
the breaching party has 30 days of the date of the written notice to cure the breach
or the license will be terminated.
4. As applicable, Vendor agrees to indemnify and hold harmless Sourcewell and its
Participating Entities against any and all suits, claims,judgments, and costs instituted or
recovered against Sourcewell or Participating Entities by any person on account of the use
of any Equipment or Products by Sourcewell or its Participating Entities supplied by Vendor
in violation of applicable patent or copyright laws.
5. Termination. Upon the termination of this Contract for any reason, each party, including
Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites,
and the like bearing the other party's name or logo (excepting Sourcewell's pre-printed
catalog of vendors which may be used until the next printing). Vendor must return all
marketing and promotional materials, including signage, provided by Sourcewell, or dispose
of it according to Sourcewell's written directions.
B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released
without prior written approval from the Authorized Representatives. Publicity includes notices,
informational pamphlets, press releases, research, reports, signs, and similar public notices
prepared by or for the Vendor individually or jointly with others, or any subcontractors, with
respect to the program, publications, or services provided resulting from this Contract.
C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be
approved by Sourcewell. Materials should be sent to the Sourcewell Contract Administrator
assigned to this Contract.
D. ENDORSEMENT. The Vendor must not claim that Sourcewell endorses its Equipment,
Products, or Services.
14. GOVERNING LAW,JURISDICTION,AND VENUE
Minnesota law governs this Contract. Venue for all legal proceedings out of this Contract, or its
breach, must be in the appropriate state court in Todd County or federal court in Fergus Falls,
Minnesota.
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15. FORCE MAJEURE
Neither party to this Contract will be held responsible for delay or default caused by acts of God
or other conditions that are beyond that party's reasonable control. A party defaulting under
this provision must provide the other party prompt written notice of the default.
16. SEVERABILITY
If any provision of this Contract is found to be illegal, unenforceable, or void then both
Sourcewell and Vendor will be relieved of all obligations arising under such provisions. If the
remainder of this Contract is capable of performance, it will not be affected by such declaration
or finding and must be fully performed.
17. PERFORMANCE, DEFAULT, AND REMEDIES
A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and
address unresolved contract issues as follows:
1. Notification. The parties must promptly notify each other of any known dispute and
work in good faith to resolve such dispute within a reasonable period of time. If necessary,
Sourcewell and the Vendor will jointly develop a short briefing document that describes the
issue(s), relevant impact, and positions of both parties.
2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified
above, either Sourcewell or Vendor may escalate the resolution of the issue to a higher
level of management. The Vendor will have 30 calendar days to cure an outstanding issue.
3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the
Vendor must continue without delay to carry out all of its responsibilities under the
Contract that are not affected by the dispute. If the Vendor fails to continue without delay
to perform its responsibilities under the Contract, in the accomplishment of all undisputed
work, any additional costs incurred by Sourcewell and/or its Participating Entities as a result
of such failure to proceed will be borne by the Vendor.
B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract,
or any Participating Entity order under this Contract, in default:
1. Nonperformance of contractual requirements, or
2. A material breach of any term or condition of this Contract.
Written notice of default and a reasonable opportunity to cure must be issued by the party
claiming default. Time allowed for cure will not diminish or eliminate any liability for liquidated
or other damages. If the default remains after the opportunity for cure, the non-defaulting
party may:
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• Exercise any remedy provided by law or equity, or
• Terminate the Contract or any portion thereof, including any orders issued against the
Contract.
18. INSURANCE
A. REQUIREMENTS. At its own expense, Vendor must maintain insurance policy(ies) in effect at
all times during the performance of this Contract with insurance company(ies) licensed or
authorized to do business in the State of Minnesota having an "AM BEST" rating of A- or better,
with coverage and limits of insurance not less than the following:
1. Workers'Compensation and Employer's Liability.
Workers' Compensation: As required by any applicable law or regulation.
Employer's Liability Insurance: must be provided in amounts not less than listed below:
Minimum limits:
$500,000 each accident for bodily injury by accident
$500,000 policy limit for bodily injury by disease
$500,000 each employee for bodily injury by disease
2. Commercial General Liability Insurance. Vendor will maintain insurance covering its
operations, with coverage on an occurrence basis, and must be subject to terms no less
broad than the Insurance Services Office ("ISO") Commercial General Liability Form
CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include
liability arising from premises, operations, bodily injury and property damage,
independent contractors, products-completed operations including construction defect,
contractual liability, blanket contractual liability, and personal injury and advertising
injury. All required limits, terms and conditions of coverage must be maintained during
the term of this Contract.
Minimum Limits:
$1,000,000 each occurrence Bodily Injury and Property Damage
$1,000,000 Personal and Advertising Injury
$2,000,000 aggregate for Products-Completed operations
$2,000,000 general aggregate
3. Commercial Automobile Liability Insurance. During the term of this Contract, Vendor
will maintain insurance covering all owned, hired, and non-owned automobiles in limits
of liability not less than indicated below. The coverage must be subject to terms no less
broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or
equivalent.
Minimum Limits:
$1,000,000 each accident, combined single limit
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4. Umbrella Insurance. During the term of this Contract, Vendor will maintain umbrella
coverage over Workers' Compensation, Commercial General Liability, and Commercial
Automobile.
Minimum Limits:
$2,000,000
5. Professional/Technical, Errors and Omissions, and/or Miscellaneous Professional
Liability. During the term of this Contract, Vendor will maintain coverage for all claims
the Vendor may become legally obligated to pay resulting from any actual or alleged
negligent act, error, or omission related to Vendor's professional services required
under this Contract.
Minimum Limits:
$2,000,000 per claim or event
$2,000,000—annual aggregate
Failure of Vendor to maintain the required insurance will constitute a material breach entitling
Sourcewell to immediately terminate this Contract for default.
B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Vendor must furnish
to Sourcewell a certificate of insurance, as evidence of the insurance required under this
Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to
Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the
Sourcewell Contract Administrator assigned to this Contract. The certificates must be signed by
a person authorized by the insurer(s) to bind coverage on their behalf.
Failure to request certificates of insurance by Sourcewell, or failure of Vendor to provide
certificates of insurance, in no way limits or relieves Vendor of its duties and responsibilities in
this Contract.
C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY
INSURANCE CLAUSE. Vendor agrees to list Sourcewell and its Participating Entities, including
their officers, agents, and employees, as an additional insured under the Vendor's commercial
general liability insurance policy with respect to liability arising out of activities, "operations," or
"work" performed by or on behalf of Vendor, and products and completed operations of
Vendor. The policy provision(s) or endorsements) must further provide that coverage is
primary and not excess over or contributory with any other valid, applicable, and collectible
insurance or self-insurance in force for the additional insureds.
D. WAIVER OF SUBROGATION. Vendor waives and must require (by endorsement or
otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional
insureds for losses paid under the insurance policies required by this Contract or other
insurance applicable to the Vendor or its subcontractors. The waiver must apply to all
deductibles and/or self-insured retentions applicable to the required or any other insurance
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maintained by the Vendor or its subcontractors. Where permitted by law, Vendor must require
similar written express waivers of subrogation and insurance clauses from each of its
subcontractors.
E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this
Contract can be met by either providing a primary policy or in combination with
umbrella/excess liability policy(ies), or self-insured retention.
19. COMPLIANCE
A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this
Contract must comply fully with applicable federal laws and regulations, and with the laws in
the states and provinces in which the Equipment, Products, or Services are sold.
B. LICENSES. Vendor must maintain a valid and current status on all required federal,
state/provincial, and local licenses, bonds, and permits required for the operation of the
business that the Vendor conducts with Sourcewell and Participating Entities.
20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION
Vendor certifies and warrants that it is not in bankruptcy or that it has previously disclosed in
writing certain information to Sourcewell related to bankruptcy actions. If at any time during
this Contract Vendor declares bankruptcy, Vendor must immediately notify Sourcewell in
writing.
Vendor certifies and warrants that neither it nor its principals are presently debarred,
suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs
operated by the State of Minnesota; the United States federal government or the Canadian
government, as applicable; or any Participating Entity. Vendor certifies and warrants that
neither it nor its principals have been convicted of a criminal offense related to the subject
matter of this Contract. Vendor further warrants that it will provide immediate written notice
to Sourcewell if this certification changes at any time.
21. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER
UNITED STATES FEDERAL AWARDS OR OTHER AWARDS
Participating Entities that use United States federal grant or FEMA funds to purchase goods or
services from this Contract may be subject to additional requirements including the
procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit
Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may also require
additional requirements based on specific funding specifications. Within this Article, all
references to "federal" should be interpreted to mean the United States federal government.
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The following list only applies when a Participating Entity accesses Vendor's Equipment,
Products, or Services with United States federal funds.
A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all
contracts that meet the definition of"federally assisted construction contract" in 41 C.F.R. § 60-
1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in
accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319,
12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending
Executive Order 11246 Relating to Equal Employment Opportunity," and implementing
regulations at 41 C.F.R. § 60, "Office of Federal Contract Compliance Programs, Equal
Employment Opportunity, Department of Labor."The equal opportunity clause is incorporated
herein by reference.
B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal
program legislation, all prime construction contracts in excess of$2,000 awarded by non-
federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. §
3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5,
"Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted
Construction"). In accordance with the statute, contractors must be required to pay wages to
laborers and mechanics at a rate not less than the prevailing wages specified in a wage
determination made by the Secretary of Labor. In addition, contractors must be required to pay
wages not less than once a week. The non-federal entity must place a copy of the current
prevailing wage determination issued by the Department of Labor in each solicitation. The
decision to award a contract or subcontract must be conditioned upon the acceptance of the
wage determination. The non-federal entity must report all suspected or reported violations to
the federal awarding agency. The contracts must also include a provision for compliance with
the Copeland "Anti-Kickback" Act (40 U.S.C. § 3145), as supplemented by Department of Labor
regulations (29 C.F.R. § 3, "Contractors and Subcontractors on Public Building or Public Work
Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that
each contractor or subrecipient must be prohibited from inducing, by any means, any person
employed in the construction, completion, or repair of public work, to give up any part of the
compensation to which he or she is otherwise entitled. The non-federal entity must report
all suspected or reported violations to the federal awarding agency. Vendor must be in
compliance with all applicable Davis-Bacon Act provisions.
C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where
applicable, all contracts awarded by the non-federal entity in excess of$100,000 that involve
the employment of mechanics or laborers must include a provision for compliance with 40
U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5).
Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of
every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess
of the standard work week is permissible provided that the worker is compensated at a rate of
not less than one and a half times the basic rate of pay for all hours worked in excess of 40
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hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction
work and provide that no laborer or mechanic must be required to work in surroundings or
under working conditions which are unsanitary, hazardous or dangerous. These requirements
do not apply to the purchases of supplies or materials or articles ordinarily available on the
open market, or contracts for transportation or transmission of intelligence. This provision is
hereby incorporated by reference into this Contract. Vendor certifies that during the term of an
award for all contracts by Sourcewell resulting from this procurement process, Vendor must
comply with applicable requirements as referenced above.
D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACTOR AGREEMENT. If the federal award
meets the definition of"funding agreement" under 37 C.F.R. § 401.2(a) and the recipient or
subrecipient wishes to enter into a contract with a small business firm or nonprofit organization
regarding the substitution of parties, assignment or performance of experimental,
developmental, or research work under that "funding agreement," the recipient or subrecipient
must comply with the requirements of 37 C.F.R. § 401, "Rights to Inventions Made by Nonprofit
Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative
Agreements," and any implementing regulations issued by the awarding agency. Vendor
certifies that during the term of an award for all contracts by Sourcewell resulting from this
procurement process, Vendor must comply with applicable requirements as referenced above.
E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL
ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of$150,000 require
the non-federal award to agree to comply with all applicable standards, orders or regulations
issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution
Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal
awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Vendor
certifies that during the term of this Contract will comply with applicable requirements as
referenced above.
F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award
(see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions
in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R.
§180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3
C.F.R. § 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names
of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared
ineligible under statutory or regulatory authority other than Executive Order 12549. Vendor
certifies that neither it nor its principals are presently debarred, suspended, proposed for
debarment, declared ineligible, or voluntarily excluded from participation by any federal
department or agency.
G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Vendors must file
any required certifications. Vendors must not have used federal appropriated funds to pay any
person or organization for influencing or attempting to influence an officer or employee of any
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agency, a member of Congress, officer or employee of Congress, or an employee of a member
of Congress in connection with obtaining any federal contract, grant, or any other award
covered by 31 U.S.C. § 1352. Vendors must disclose any lobbying with non-federal funds that
takes place in connection with obtaining any federal award. Such disclosures are forwarded
from tier to tier up to the non-federal award. Vendors must file all certifications and disclosures
required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. §
1352).
H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Vendor must comply with
the record retention requirements detailed in 2 C.F.R. § 200.333. The Vendor further certifies
that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after
grantees or subgrantees submit final expenditure reports or quarterly or annual financial
reports, as applicable, and all other pending matters are closed.
I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Vendor
must comply with the mandatory standards and policies relating to energy efficiency which are
contained in the state energy conservation plan issued in compliance with the Energy Policy
and Conservation Act.
J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Vendor must comply
with all applicable provisions of the Buy American Act. Purchases made in accordance with the
Buy American Act must follow the applicable procurement rules calling for free and open
competition.
K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Vendor agrees that duly authorized
representatives of a federal agency must have access to any books, documents, papers and
records of Vendor that are directly pertinent to Vendor's discharge of its obligations under this
Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right
also includes timely and reasonable access to Vendor's personnel for the purpose of interview
and discussion relating to such documents.
L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is
a state agency or agency of a political subdivision of a state and its contractors must comply
with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation
and Recovery Act. The requirements of Section 6002 include procuring only items designated in
guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the
highest percentage of recovered materials practicable, consistent with maintaining a
satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the
value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring
solid waste management services in a manner that maximizes energy and resource recovery;
and establishing an affirmative procurement program for procurement of recovered materials
identified in the EPA guidelines.
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22. CANCELLATION
Sourcewell or Vendor may cancel this Contract at any time, with or without cause, upon 60
days' written notice to the other party. However, Sourcewell may cancel this Contract
immediately upon discovery of a material defect in any certification made in Vendor's Proposal.
Cancellation of this Contract does not relieve either party of financial, product, or service
obligations incurred or accrued prior to cancellation.
Sourcewell PlayPower, Inc.
DocuSigned by:
cuSigned by:
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By: COFD2A139DO6489._ By: [�-86C633F68749C...
Jeremy Schwartz W. Todd Brinker
Title: Director of Operations & Title: Senior Vice President Global Sales &
Procurement/CPO Marketing Outdoor Play
Date:
2/15/2021 1 10:36 PM CST Date: 2/15/2021 1 2:23 PM CST
Approved:
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By: 7E4268F817A64CC...
Chad Coauette
Title: Executive Director/CEO
2/15/2021 1 10:46 PM CST
Date:
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RFP 010521 - Playground and Water Play Equipment with Related
Accessories and Services
Vendor Details
Company Name: PlayPower
11515 Vanstory Drive
Address: Suite 100
Huntersville, NC 28078
Contact: Christine Stepp
Email: christine.stepp@playpower.com
Phone: 570-259-5466
HST#: 431681424
Submission Details
Created On: Tuesday November 17,2020 12:27:42
Submitted On: Tuesday January 05,2021 16:13:14
Submitted By: Christine Stepp
Email: christine.stepp@playpower.com
Transaction#: 21 ef8062-9c3f-45fb-8ccb-e6l 5e3baf910
Submitter's IP Address: 149.20.204.131
Bid Number: RFP 010521 Vendor Name: PlayPower