HomeMy WebLinkAboutC2019-089 - Robertson Recreational Surfaces Contract No. 2019-089
COOPERATIVE PURCHASING AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
ROBERTSON INDUSTRIES, INC.
D/B/A ROBERTSON RECREATIONAL SURFACES
THIS COOPERATIVE PURCHASING AGREEMENT(this"Agreement")is entered into
as of May 23, 2019, between the Town of Fountain Hills, an Arizona municipal corporation(the
"Town"), and Robertson Industries, Inc. (the"Contractor").
RECITALS
A. After a competitive procurement process, Region 4 Education Service Center
("Region 4 ESC") entered into Contract No. R162204, dated June 1, 2017 (the "Region 4 ESC
Contract"), with Sport Surface Specialties, LLC, for which the Contractor is an authorized dealer
and distributor,to provide sports surfaces, installation, and related material. A copy of the Region
4 ESC Contract is attached hereto as Exhibit A and incorporated herein by reference,to the extent
not inconsistent with this Agreement.
B. The Town is permitted, pursuant to Section 3-3-27 of the Town Code, to make
purchases under the Region 4 ESC Contract,at its discretion and with the agreement of the awarded
Contractor, and the Region 4 ESC Contract permits its cooperative use by other public entities,
including the Town.
C. The Town and the Contractor desire to enter into this Agreement for the purpose of
(i)acknowledging their cooperative contractual relationship under the Region 4 ESC Contract and
this Agreement,and(ii)establishing the terms and conditions by which the Contractor may provide
the Town with removal and installation of new Totturf rubber surfacing, as more particularly set
forth in Section 2 below on an "as-required" basis (the "Materials and Services").
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing introduction and recitals, which
are incorporated herein by reference, the following mutual covenants and conditions, and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Town and the Contractor hereby agree as follows:
1. Term of Agreement. This Agreement shall be effective as of the date first set forth
above and shall remain in full force and effect until May 22, 2020 (the "Initial Term"), unless
terminated as otherwise provided in this Agreement or the Region 4 ESC Contract. After the
expiration of the Initial Term, this Agreement may be renewed for up to two successive one-year
terms (each, a "Renewal Term") if: (i) it is deemed in the best interests of the Town, subject to
availability and appropriation of funds for renewal in each subsequent year, (ii) the term of the
Region 4 ESC Contract has not expired or has been extended, (iii) at least 30 days prior to the end
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of the then-current term of this Agreement, the Contractor requests, in writing, to extend this
Agreement for an additional one-year term and (iv) the Town approves the additional one-year
term in writing(including any price adjustments approved as part of the Region 4 ESC Contract),
as evidenced by the Town Manager's signature thereon, which approval may be withheld by the
Town for any reason.The Contractor's failure to seek a renewal of this Agreement shall cause this
Agreement to terminate at the end of the then-current term of this Agreement;provided,however,
that the Town may, at its discretion and with the agreement of the Contractor, elect to waive this
requirement and renew this Agreement.The Initial Term and any Renewal Term(s)are collectively
referred to herein as the "Term." Upon renewal, the terms and conditions of this Agreement shall
remain in full force and effect.
2. Scope of Work. Contractor shall provide to the Town the Materials and Services
under the terms and conditions of the Region 4 ESC Contract and as more particularly set forth in
the Proposal attached hereto as Exhibit B and incorporated herein by reference.
2.1 Inspection; Acceptance. All Materials and Services are subject to final
inspection and acceptance by the Town. Materials failing to conform to the requirements of this
Agreement and/or the Region 4 ESC Contract will be held at Contractor's risk and may be returned
to the Consultant. If so returned, all costs are the responsibility of the Contractor. Upon discovery
of non-conforming Materials or Services, the Town may elect to do any or all of the following by
written notice to the Contractor: (i)waive the non-conformance; (ii) stop the work immediately; or
(iii) bring the Materials or Services into compliance and withhold the cost of same from any
payments due to the Contractor.
2.2 Cancellation. The Town reserves the right to cancel any Materials or
Services within a reasonable period of time. Should Materials or Services be canceled, the Town
agrees to reimburse the Contractor, but only for actual and documentable costs incurred by the
Contractor due to and after approval of the Materials or Services or for anything not expressly
permitted pursuant to this Agreement.
3. Compensation. The Town shall pay Contractor an aggregate amount not to exceed
$7,000.00 for the Materials and Services at the rates set forth in the Region 4 ESC Contract and as
more particularly set forth in Exhibit B.
4. Payments. The Town shall pay the Contractor upon completion of the work, based
upon acceptance and delivery of Materials and Services performed and completed to date, and
upon submission and approval of one or more invoices. Each invoice shall (i) contain a reference
to this Agreement and the Region 4 ESC Contract and (ii) document and itemize all work
completed to date. The invoice statement shall include a record of materials delivered, time
expended, and work performed in sufficient detail to justify payment. Additionally, invoices
submitted without referencing this Agreement and the Region 4 ESC Contract will be subject to
rejection and may be returned.
5. Records and Audit Rights.To ensure that the Contractor and its subcontractors are
complying with the warranty under Section 6 below, Contractor's and its subcontractors' books,
records, correspondence, accounting procedures and practices, and any other supporting evidence
relating to this Agreement, including the papers of any Contractor and its subcontractors'
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employees who perform any work or services pursuant to this Agreement (all of the foregoing
hereinafter referred to as "Records"), shall be open to inspection and subject to audit and/or
reproduction during normal working hours by the Town, to the extent necessary to adequately
permit evaluation of the Contractor's and its subcontractors' compliance with the Arizona
employer sanctions laws referenced in Section 6 below. To the extent necessary for the Town to
audit Records as set forth in this Section,Contractor and its subcontractors hereby waive any rights
to keep such Records confidential. For the purpose of evaluating or verifying such actual or
claimed costs or units expended,the Town shall have access to said Records, even if located at its
subcontractors' facilities, from the effective date of this Agreement for the duration of the work
and until three years after the date of final payment by the Town to Contractor pursuant to this
Agreement. Contractor and its subcontractors shall provide the Town with adequate and
appropriate workspace so that the Town can conduct audits in compliance with the provisions of
this Section. The Town shall give Contractor or its subcontractors reasonable advance notice of
intended audits. Contractor shall require its subcontractors to comply with the provisions of this
Section by insertion of the requirements hereof in any subcontract pursuant to this Agreement.
6. E-verify Requirements. To the extent applicable under ARIz. REV. STAT. § 41-
4401,the Contractor and its subcontractors warrant compliance with all federal immigration laws
and regulations that relate to their employees and their compliance with the E-verify requirements
under ARIz. REV. STAT. § 23-214(A). Contractor's or its subcontractors' failure to comply with
such warranty shall be deemed a material breach of this Agreement and may result in the
termination of this Agreement by the Town.
7. Israel. Contractor certifies that it is not currently engaged in and agrees for the
duration of this Agreement that it will not engage in a "boycott," as that term is defined in ARIz.
REV. STAT. § 35-393, of Israel.
8. Conflict of Interest. This Agreement may be canceled by the Town pursuant to
ARIZ.REV.STAT. § 38-511.
9. Applicable Law;Venue. This Agreement shall be governed by the laws of the State
of Arizona and a suit pertaining to this Agreement may be brought only in courts in Maricopa
County,Arizona.
10. Agreement Subject to Appropriation. The Town is obligated only to pay its
obligations set forth in this Agreement as may lawfully be made from funds appropriated and
budgeted for that purpose during the Town's then current fiscal year. The Town's obligations
under this Agreement are current expenses subject to the "budget law" and the unfettered
legislative discretion of the Town concerning budgeted purposes and appropriation of funds.
Should the Town elect not to appropriate and budget funds to pay its Agreement obligations, this
Agreement shall be deemed terminated at the end of the then-current fiscal year term for which
such funds were appropriated and budgeted for such purpose and the Town shall be relieved of
any subsequent obligation under this Agreement.The parties agree that the Town has no obligation
or duty of good faith to budget or appropriate the payment of the Town's obligations set forth in
this Agreement in any budget in any fiscal year other than the fiscal year in which this Agreement
is executed and delivered. The Town shall be the sole judge and authority in determining the
availability of funds for its obligations under this Agreement. The Town shall keep Contractor
informed as to the availability of funds for this Agreement. The obligation of the Town to make
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any payment pursuant to this Agreement is not a general obligation or indebtedness of the Town.
Contractor hereby waives any and all rights to bring any claim against the Town from or relating
in any way to the Town's termination of this Agreement pursuant to this section.
11. Conflicting Terms. In the event of any inconsistency, conflict or ambiguity among
the terms of this Agreement,the Region 4 ESC Contract, and invoices,the documents shall govern
in the order listed herein.Notwithstanding the foregoing, and in conformity with Section 2 above,
unauthorized exceptions, conditions, limitations or provisions in conflict with the terms of this
Agreement or the Region 4 ESC Contract(collectively,the"Unauthorized Conditions"),other than
the Town's project-specific requirements, are expressly declared void and shall be of no force and
effect. Acceptance by the Town of any work order or invoice containing any such Unauthorized
Conditions or failure to demand full compliance with the terms and conditions set forth in this
Agreement or under the Region 4 ESC Contract shall not alter such terms and conditions or relieve
Contractor from, nor be construed or deemed a waiver of, its requirements and obligations in the
performance of this Agreement.
12. Rights and Privileges.To the extent provided under the Region 4 ESC Contract,the
Town shall be afforded all of the rights and privileges afforded to Region 4 ESC and shall be
"Region 4 ESC" (as defined in the Region 4 ESC Contract) for the purposes of the portions of the
Region 4 ESC Contract that are incorporated herein by reference.
13. Indemnification; Insurance. In addition to and in no way limiting the provisions set
forth in Section 12 above, the Town shall be afforded all of the insurance coverage and
indemnifications afforded to Region 4 ESC to the extent provided under the Region 4 ESC
Contract,and such insurance coverage and indemnifications shall inure and apply with equal effect
to the Town under this Agreement including, but not limited to, the Contractor's obligation to
provide the indemnification and insurance. In any event, the Contractor shall indemnify, defend
and hold harmless the Town and each council member, officer, employee or agent thereof(the
Town and any such person being herein called an "Indemnified Party"), for, from and against any
and all losses, claims, damages, liabilities, costs and expenses (including, but not limited to,
reasonable attorneys' fees, court costs and the costs of appellate proceedings) to which any such
Indemnified Party may become subject, under any theory of liability whatsoever ("Claims"),
insofar as such Claims (or actions in respect thereof) relate to, arise out of, or are caused by or
based upon the negligent acts,intentional misconduct, errors,mistakes or omissions,in connection
with the work or services of the Contractor, its officers, employees, agents, or any tier of
subcontractor in the performance of this Agreement.
14. Notices and Requests.Any notice or other communication required or permitted to
be given under this Agreement shall be in writing and shall be deemed to have been duly given if
(i) delivered to the party at the address set forth below, (ii) deposited in the U.S. Mail,registered
or certified, return receipt requested, to the address set forth below or (iii) given to a recognized
and reputable overnight delivery service, to the address set forth below:
If to the Town: Town of Fountain Hills
16705 E. Avenue of the Fountains
Fountain Hills, Arizona 85268
Attn: Grady E. Miller, Town Manager
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With copy to: Pierce Coleman PLLC
4711 E. Falcon Dr., Ste. 111
Mesa, Arizona 85215
Attn: Aaron D. Arnson, Town Attorney
If to Contractor: Robertson Industries, Inc.
d/b/a Robertson Recreational Surfaces
2414 West 12th Street, Suite 5
Tempe, Arizona 85281
Attn: Bob Veals
or at such other address, and to the attention of such other person or officer, as any party may
designate in writing by notice duly given pursuant to this subsection. Notices shall be deemed
received: (i) when delivered to the party, (ii) three business days after being placed in the U.S.
Mail, properly addressed, with sufficient postage or (iii) the following business day after being
given to a recognized overnight delivery service, with the person giving the notice paying all
required charges and instructing the delivery service to deliver on the following business day. If
a copy of a notice is also given to a party's counsel or other recipient, the provisions above
governing the date on which a notice is deemed to have been received by a party shall mean and
refer to the date on which the party, and not its counsel or other recipient to which a copy of the
notice may be sent, is deemed to have received the notice.
[SIGNATURES APPEAR ON FOLLOWING PAGES]
5
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
and year first set forth above.
"Town"
TOWN OF FOUNTAIN HILLS,
an Arizona Municipal Corporation
ti
t� 19 �L�. � 4i. • `��_
�I'
Grady E. Miller, . Manager
ATTEST:
Elizabethlizabetlpr. urke, Town Cl k
APPROVED AS TO FORM:
aron . son, Town Att ey
(ACKNOWLEDGEMENT)
STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )
On c2(P , 2019, before me personally appeared Grady E. Miller, the
Town Manag of the TOWN OF FOUNTAIN HILLS, an Arizona municipal corporation, whose
identity was proven to me on the basis of satisfactory evidence to be the person who he claims to be,
and acknowledged that he signed the above document, on behalf of the Town of Fountain Hills.
.;;;��, JAMIE SALENTINE
�, Nor Publio.s ofA�lion♦ N ary Public
MARICOPA COUNTY
Commission N 55010$
r4,�rD Expires July 11,2022
(Affix notary seal here)
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
6
"Contractor"
ROBERTSON INDUSTRIES, INC.
a(n)Arizona corpo ation, d/b/a "1,Bert .n Recreational Surfaces
By: LLAAgifigsgetadak,A4
P
Name: ► i A _ �iA A
Its: bf &Ltc
(ACKNOWLEDGEMENT)
STATE OF )
ss.
COUNTY OF .4
O (O , 2019, before me personally appeared ? (ChC,iaI
the W G ' S of ROBERTSON INDUSTRIES, INC., a(n) Arizona corporation, d/b/a
Robertson Recreational Surfaces, whose identity was proven to me on the basis of satisfactory
evidence to be the person who he or she claims to be, and acknowledged that he or she signed the
above document, on behalf of the corporation.
L v"oFFtC1AL SEA _
•
• .. Lizette Figueroa 11!r p, e lic
•. Notary Pubic-Arizona
9 Mancopa Counttyy
'M Gommisaion Ex ices 101112020
(Affix notary seal here)
4832-3592-1047,v. 1
7
EXHIBIT A
TO
COOPERATIVE PURCHASING AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
ROBERTSON INDUSTRIES, INC.
D/B/A ROBERTSON RECREATIONAL SURFACES
[Region 4 ESC Contract]
On file with Town Clerk.
EXHIBIT B
TO
COOPERATIVE PURCHASING AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
ROBERTSON INDUSTRIES, INC.
D/B/A ROBERTSON RECREATIONAL SURFACES
[Contractor's Proposal]
See following pages.
4832-3592-1047,v. 1
PROPOSAL# 19-26947
NNE Robertson Industries, Inc.
Robertson 2414 West 12th Street, Suite 5
Tempe, AZ 85281
Recreational Surfaces (800)858-0519
-4:., CORE Company FAX: (602)340-0402
www.totturf.com
Date Issued:April 3, 2019
Project Name: Fountain Hills, Golden Eagle Park-Maint_Omnia Partners Contract#R162204
Address: 15900 E Golden Eagle Blvd, Fountain Hills, AZ 8526 Sales Representative
Name: Bob Veals
Contact: Kevin Snipes Phone: (602)721-3908 Phone: (801)884-3030 Fax: (888)722-1366
Email: Email: bveals@playcore.com
PRICE EXPIRES:07/02/2019
PRODUCT NAME DESCRIPTION QTY UNIT PRICE TOTAL
TotTurf Poured in Place Demo/Dispose 375sf/Furnish/Install new Totturf poured in 1 $6,140.21 $6,140.21
Safety Surfacing place rubber surfacing SEE PAGE 1 FOR SCOPE DETAILS
GRAND TOTAL $6,140.21
CONTRACT TYPE: Regular WAGE TYPE: Non-Prevailing UNION: ❑ CA GRANT: ❑
DETAILED SCOPE:
Fountain Hills,AZ--DIRECT
• 375 sf, Remove/Dispose existing poured in place
• 375 sf, 8'CFH, new poured in place
• Includes 75/25 std EPDM—Colors--blue and black
• Aromatic Binder, Regular Wages
• Based on good job access, no design
Scheduling/Site Contact: Kevin Snipes ESTIMATED INSTALL DATE:
Phone: (602)721-3908 Email: ksnipes@fh.az.gov 06/2019
INITIALS
ri g IPEMA TOTTURF
secure
CERTIFIED '' '
ASTM e
CIIMISIMERED'Y SYNTHETIC GRASS
Y
Page 1 of 2
PROPOSAL# 19-26947
TERMS&CONDITIONS:
1. Quote is based on the information provided here within and is subject to change based on final installation unless otherwise
indicated in writing. Any changes or additions to this proposal will affect pricing.
2. Changes to the proposed scope not agreed to here within or separately in writing may result in additional charges(change
order). Work cannot commence until Change Order(s) are fully executed.
3. ANY additional site work not included here within, including sub base, is the responsibility of the owner.
4. Job site access must be at a maximum of 25'for trucks and mixer, with no stairs. Irrigation, sprinkler, and/or water systems
must be shut off 24 hours before install and remain off until 24 hours after the installation has completed.
5. Charges for downtime/stand-by may be assessed in the event that installation is delayed due to the site not being ready as
scheduled or if installation is interrupted for reasons other than those related to weather or general public emergencies.
6. Security during install and upon completion is the responsibility of the owner, unless specified otherwise in Project Scope.
7. Excess material at the job site upon completion is property of Robertson Industries, Inc., unless otherwise noted here within.
8. Installations scheduled after 90 days of proposal acceptance may be subject to price adjustments.
9. Scheduling and crew deployment is subject to local weather conditions.
10. Warranty will NOT be issued unless "Completion Sheet" is signed.
11. All projects over$2,500.00 will be issued a preliminary lien.
PROPOSAL ACCEPTANCE:
I agree to the scope and details as provided for the abovementioned proposal as well as the terms outlined in this agreement. I
am duly authorized approve and accept this proposal as stated.
❑ CONTRACT to follow ❑ PURCHASE ORDER to follow
PAYMENT TERMS:
Payment may be made via Check, Cash, or Credit Card. Customers requesting a line of credit must submit a credit
application and/or a 50% deposit. Credit applications can be obtained from your sales representative.
Please attach a copy of your TAX EXEMPT CERTIFICATE if you or your company is claiming tax exemption.
TOTAL PURCHASE AMOUNT: $6,140.21
SIGNATURE: DATE:
Printed Name: Title:
Company Name:
Address:
BILLING Contact Name:
BILLING Email: Phone: Fax:
Issue all POs, Contracts, and payments to ROBERTSON INDUSTRIES, INC.
Send ALL completed forms back to your Sales Representative:
Bob Veals: bveals@playcore.com or Fax: (888) 722-1366
CLICK HERE TO PAY WITH A CREDIT CARD: PAY NOW!
Robertson Industries, Inc: 2414 West 12th Street, Suite 5, Tempe, AZ 85281 - (800)858-0519, FX: (602) 340-0402
AZ: R00091920, CLASS L-05-CA: 667261, CLASS C/61 D/12 FL: CGC 038554-NV: 42331, CLASS C25 C40
CALIFORNIA PWC REGISTRATION NUMBER: 1000002700(DIR#)
The PlayCore Surfacing Division Includes:Robertson Recreational Surfacing(Robertson Industries, Inc.),
Sports Surface Specialties, Rubber Designs and American Recycling Center
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