4•
To:
From:
Date:
SUBJECT:
BACKGROUND:
EXPENSE
CITY OF SOUTH MIAMI
OFFICE OF THE CITY MANAGER
INTER-OFFICE MEMORANDUM
The Honorable Mayor & Members of the City Commission
Steven J. Alexander, City Manager
June 7, 2013
•
South Miami
bOd
'nTP
2001
A Resolution authorizing the City Manager to expense an amount not to
exceed $80,000 for playground equipment and related demolition services
at Marshall Williamson Park to Union Land, Inc., dba Meglio-Unionland,
through a HGAC/Buy Cooperative Purchasing contract no PR I 12-12.
Marshall Williamson Park's playground equipment has exceeded its useful life. While the
current playground equipment does not present any safety issues or concerns, the
equipment is in need of replacement. The City has secured a CDBG grant in the amount
of $1 15,000 that is specifically targeted for playground and equipment enhancements. The
entire cost of the equipment, installation and demolition of existing playground equipment
will be covered by the CDBG grant.
The playground equipment and demolition services will be purchased from Union Land,
Inc., through a HGAClBuy Cooperative Purchasing Program contract; (Houston Galveston
Area Council). HGAC/Buy is a nationwide, government procurement service and is a
political subdivision of the State of Texas, a regional planning commission, with local
government "members" buying, at will, off of pre-bid, pre-awarded blanket contracts.
Included with this package are drawings and schematics of the playground equipment to be
purchased, a Piggyback Agreement between the City and Union Land, Inc., the HGAC/Buy
Interlocal Contract that allows the City to access the Co-op program and the HGAC/Buy
and Union Land, Inc. Contract and Award Letter.
Account No 120-3304-572-6550 with a balance of $1 15,000
ATTACHMENTS: Resolution
Quotation from Union Land, Inc.
Playground Equipment Drawings and Schematics
Piggyback Agreement; Union Land, Inc., and the City
HGAC/Buy Interlocal Contract
HGAC/Buy and Union Land, Inc. Contract & Award Letter
• • • •
RESOLUTION NO.: _________ _
2
3 A Resolution authorizing the City Manager to expend an amount not to exceed
4 $80,000 for playground equipment and related demolition services at Marshall
5 Williamson Park to Union Land, Inc., dba Meglio-Unionland through a HGAC/Buy
6 Cooperative Purchasing contract no PR1l2-12.
7
8 WHEREAS, the City's Parks and Recreation Department wishes to renovate Marshall
9 Williamson Park; and
10
11 WHEREAS, the playground replacement project is funded in full by CDBG grants; and
12
13 WHEREAS, the City will purchase the playground equipment and related demolition
14 services through a HGAC/Buy Cooperative Purchasing contract no PR112-12. HGAC/Buy is a
15 nationwide, government procurement service and is a political subdivision of the State of Texas,
16 a regional planning commission, with local government "members" buying, at will, off of pre-
17 bid, pre-awarded blanket contracts.
18
19 NOW, THEREFORE, BE IT RESOLVED THE MAYOR AND CITY COMMISSION OF THE CITY
20 OF SOUTH MIAMI, FLORIDA:
21
22 Section 1. The City Manager is authorized to expense an amount not to exceed $80,000
23 for playground equipment and related demolition services at Marshall Williamson Park to Union
24 Land, Inc., dba Meglio-Unionland through a HGAC/Buy Cooperative Purchasing Contract No
25 PR112-12, at the same negotiated prices, to be paid from Account No 120-3304-572-6550, with
26 a current balance of $115,000. A copy of the contract is attached.
27
28 Section 2. Severability. If any section, clause, sentence, or phrase of this resolution is
29 for any reason held invalid or unconstitutional by a court of competent jurisdiction, this holding
30 shall not affect the validity of the remaining portions of this resolution.
31
32 Section 3. Effective Date: This resolution shall take effect immediately upon
33 enactment.
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PASSED AND ENACTED this __ day of ____ -', 2013.
ATIEST:
CITY CLERK
READ AND APPROVED AS TO FORM,
LANGUAGE, LEGALITY AND
EXECUTION THEREOF
CITY ATIORNEY
APPROVED:
MAYOR
COMMISSION VOTE:
Mayor Stoddard:
Vice Mayor Liebman:
Commissioner Harris :
Commissioner Newman :
Commissioner Welsh :
Union Land, Inc
DATE: June 6, 2013 12292 SW 122 Ct
Miami, FI 33186
Phone 305.986.4728
PROPOSAL # 13-75
FOR: Marshall Williamson
Playgrounds
jose@play-techconstruction.com
Proposed To:
City of South Miami
Attn: Doug Baker
5800 SW66 St
South Miami, FI 33143
dbaker@southmiamifl.gov
DESCRIPTION
Supply playground equipment from Unionland for 5-12 area as per attached drawings.
Equipment includes model # UL-K7094-REV and model # UL-MW1 01.
Supply playground equipment from Union land for 2-5 area as per attached drawings.
Equipment includes model #MB-4005-REV (3.5" post) and model # MOV1 04.
Discount as per H-GAC contract. (5%)
Shipping of playground equipment to the park including offloading.
Installation of playground equipment to manufacturers specifications.
Demolition of 3 existing playgrounds and 2 concrete pads.
New section of concrete curb @ 5-12 area.
TOTAL
Playground equipment supplied will be as shown in attached drawing. Color to be selected by
city at time of order.
Mulch safety surfacing will be supplied and installed by the City of South Miami.
Accepted by and date :
THANK YOU FOR THE OPPORTUNITY TO QUOTE!
AM O UNT
$ 53,267.00
$ 9,378.00
$ (3,132.25)
4,900.00
12,529.00
2,500.00
400.00
$ 79,841 .75
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• • • •
CONTRACT
THIS AGREEMENT made and entered int() this 6 day of June, 2013, by and bet\veen the City of South
Miami, a Florida municipal Corporation (hereinafter referred to as "City") and Union Land, tnc., dba Meglio-
Unionland, (hereinafter referred to as "Contractor").
WITNESSETH:
WHEREAS, the HGAC/Buy Cooperative Purchasing Program solicited bids, pursuanlto Contract no
PR-I 12-12, for Parks & Recreation Equipment; and
WHEREAS, the HGAC/Buy Cooperative Purchasing Program, after completing a competitive bidding
process, awarded a contract to Union Land, [nc., dba Mcglio-Unionland; and
WHER EAS, the City of South Miami desires to utilize the HOAc/Buy Parks & Recreation
Equipment contract pursuant to Contract #PR-] 12-12, and pursuant to authority of the City of South Miami's
own city charter.
NOW, THEREFORE, the City and the Contractor, each through their authorized representative/official,
agree as follows:
..
I. The City desires to enter into a Contract for Parks & Recreation Equipment, under the same
tenns and conditions as the agreement between Contractor and the HOAC/Buy Cooperative Purchasing
Program which contract is found in HOACfBuy contract listings, Contract #PR-112-12.
2. The City has reviewed the contract and agrees to the terms and conditions and further abrrees
to the fair and reasonableness ofthe pricing. Contractor hereby agrees to provide such services under the same
price(s), teons and conditions as the contract found in BOAC/Buy contract listings Contract #PR-I ] 2-12, a copy
of which including any amendments thereto, is !J.ttached hereto and made a part hereofby reference.
3. AIL references in the contract between Contractor and the HGACfBuy Cooperative
Purchasing Program shall be as$umed to pertain to, and are binding upon Contractor and the City of South
Miami.
IN WITNESS WHEREOF, and as the duly authorized act ofthe parties, the undersigned represent;.ltives
of the parties hereto have caused this instrument to be signed in their respective names by their proper officials and
to be attested by their respective Clerks the day ann year first above written.
ATTEST: CITY OF SOUTH MIAMI
By: __ ~~~~~~~~~ _________ By: ________________________ _
Marla M. Men~l1dez; CMC
City Clerk
Read and Approved as to Form, Language,
Legality and Execution Thereof
By:~ .. ~---:_~. ___________ _
Thomas F. Pepe
City Attorney
VENDOR B . -&.IiO Union land Y .-~~~
, .. -1-.c...:=-'=--...... ~--=..:..:-...,..-'--
Patrici'a Ross -M~nager
(Iype 1IlllnC Rod title of signatory above)
City Manager
.. .. ..
INTERLOCAL CONTRACT
FOR COOPERATIVE PURCHASING
ILC
No.:
..
Permanent Number ossignet! by H-GAC
THIS INTERLOCAL CONTRACT ("Contract"), made and entered into pursuant to the Texas Interiocal Cooperation Act,Chapter
791, Texas Government Code (the "Act"), by and between the Houston-Galveston Area Council, hereinafter referred to as "H-GAC,"
having its principal place of business at 3555 Timmons Lane, Suite 120, Houston, Texas 77027, and * City of South Miami
_______________________ -', a local government, a state agency, or a non-profit corporation
created and operated to provide one or more governmental functions and services, hereinafter referred to as "End User," having its
principal place of business at * 6130 Sunset Drive. South Miami. FI 33143
WITNESSETH
WHEREAS, H-GAC is a regional planning commission and political subdivision of the State of Texas operating under Chapter 391,
Texas Local Government Code; and
WHEREAS, pursuant to the Act, H-GAC is authorized to contract with eligible entities to perform governmental functions and
services, including the purchase of goods and services; and
WHEREAS, in reliance on such authority, H -GAC has instituted a cooperative purchasing program under which it contracts with
eligible entities under the Act; and
WHEREAS, End User has represented that it is an eligible entity under the Act, that its governing body has authorized this Contract on
* (Date), and that it desires to contract with H-GAC on the terms set forth below;
NOW, THEREFORE, H-GAC and the End User do hereby agree as follows:
ARTICLE 1: LEGAL AUTHORITY
The End User represents and warrants to H-GAC that (1) it is eligible to contract with Jl.GAC under the Act because it is one of the
following: a local government, as defined in the Act (a county, a municipality, a special district, or other political subdivision of the
State of Texas or any other state), or a combination of two or more of those entities, a state agency (an agency of the State of Texas as
defined in Section 771.002 of the Texas Government Code, or a similar agency of another state), or a non-profit corporation created
and operated to provide one or more governmental functions and services, and (2) it possesses adequate legal authority to enter into this
Contract.
ARTICLE 2: APPLICABLE LAWS
H-GAC and the End User agree to conduct all activities under this Contract in accordance with all applicable rules, regulations, and
ordinances and laws in effect or promulgated during the term of this Contract.
ARTICLE 3: WHOLE AGREEMENT
This Contract and any attachments, as provided herein, constitute the complete contract between the parties hereto, and supersede any
and all oral and written agreements between the parties relating to matters herein.
The period of this Contract shall be for the balance of the fiscal year of the End User, which began * Oct 01 , 2012 and t ARTICLE 4: PERFORMANCE PERIOD
ends * Sep 30, 2013 . Thia COql+a(;l sh~1l tb\lrG~llGr ·I.y.I~alk~lI y 0'1 rlilR@Wfold <lRRLlally (:9r Ga"R SYG61l tu]iRg lissa ] yeelr,
fo. / provided 'hOiI ~'1Ch re.I'G!I!al $J'a·'I RQI ball!> (be ellcc( of exteqdillS th e pe+igg iR whi"b LRG l.iRd I !~I;lr Rn~' RlakG any pa~rqll;lRI gYQ .l,\:j j;j y fi" C CQAtractor beyond the fiscal year jn H/hjch SJJch obligatjon was jncurred under this Contract
ARTICLE 5: SCOPE OF SERVICES
The End User appoints H-GAC its true and lawful purchasing agent for the purchase of certain products and services through the H-
GAC Cooperative Purchasing Program. End User will access the Program through HGACBuy.com and by submission of any duly
executed purchase order, in the form prescribed by H-GAC to a contractor having a valid contract with H-GAC. All purchases
hereunder shall be in accordance with specifications and contract terms and pricing established by H-GAC. Ownership (title) to
products purchased through H-GAC shall transfer directly from the contractor to the End User.
(over)
.. .. ..
ARTICLE 6: PAYMENTS
H-GAC will confirm each order and issue notice to contractor to proceed. Upon delivery of goods or services purchased, and
presentation of a properly documented invoice, the End User shall promptly, and in any case within thirty (30) days, pay H-GAC's
contractor the full amount of the invoice. All payments for goods or services will be made from current revenues available to the paying
party. In no event shall H-GAC have any financial liability to the End User for any goods or services End User procures from an H-
GAC contractor.
ARTICLE 7: CHANGES AND AMENDMENTS
This Contract may be amended only by a written amendment executed by both parties, except that any alterations, additions, or
deletions to the terms of this Contract which are required by changes in Federal and State law or regulations are automatically
incorporated into this Contract without written amendment hereto and shall become effective on the date designated by such la.v or
regulation.
H-GAC reserves the right to make changes in the scope of products and services offered through the H-GAC Cooperative Purchasing
Program to be performed hereunder.
ARTICLE 8: TERMINATION PROCEDURES
H-GAC or the End User may cancel this Contract at any time upon thirty (30) days written notice by certified mail to the other party to
this Contract. The obligations of the End User, including its obligation to pay H-GACs contractor for all costs incurred under this
Contract prior to such notice shall survive such cancellation, as well as any other obligation incurred under this Contract, until
performed or discharged by the End User.
ARTICLE 9: SEVERABILITY
All parties agree that should any provision of this Contract be determined to be invalid or unenforceable, such determination shall not
affect any other term of this Contract, which shall continue in full force and effect.
ARTICLE 10: FORCE MAJEURE
To the extent that either party to this Contract shall be wholly or partially prevented from the performance within the term specified of
any obligation or duty placed on such party by reason of or through strikes, stoppage oflabor, riot, fire, flood, acts of war, insurrection,
accident, order of any court, act of God, or specific cause reasonably beyond the party's control and not attributable to its neglect or
nonfeasance, in such event, the time for the performance of such obligation or duty shall be suspended until such disability to perform is
removed; provided, however, force majeure shall not excuse an obligaion solely to pay funds. Determination of force majeure shall
rest solely with H-GAC.
ARTICLE 11: VENUE
Disputes between procuring party and Vendor are to be resolved in accord with the law and venue rules of the State of purchase.
THIS INSTRUMENT HAS BEEN EXECUTED IN TWO ORIGINALS BY THE PARTIES HERETO AS FOLLOWS:
* City of South Miami
Name of End User (local government, agency, or non-profit corporation)
Houston-Galveston Area Council
3555 Timmons Lane, Suite 120, Houston, TX 77027
* 6130 Sunset Drive "8y : ___________________ _
Mailing Address Executive Director
* South Miami FL 33143
City State ZIP Code Attcst ___________________ _
Manager
*By:
Signature of chief elccted or appointed official
Datc: ___________________ _
* Steven Alexander, City Manager
Typcd Namc & Title of Signatory Date
*Denotes required fields
rev. 03/1 I
.. .. ..
*Request for Information
To expedite service, please complete the following blanks relevant to your agency's administra tive/elective
personnel and return the completed form to H-GAC , Cooperative Purchasin g Program, P.O.Box 22777,
Houston, TX 77227 -2777.
Name of End User Agency: City of South Miami County Name: Miami-Dade County
(Municipality / County / District / etc.)
Mailing Address: 6130 Sunset Drive South Miami FL 33143
(Street Address/P.O. Box) (City) (State) (ZIP Code)
Main Telephone Number : 305 668 2510 FAX Number: 305 663 6345
Physical Address :'~:=:====:=;;=;=:=;~===;:===::::::=:=::=====::=:====::=====;~:::::::===~:::====7===::===:=::==:::=:==:==
(Street Address, ifdifferent from mailing address) (City) (State) (ZIP Code)
Web Site Address: http://www.southmiamifl.gov/
Authorized Official: Steven Alexander Title : _C_it~y:-:M:-a-n-a-g_er_~~ _____ _
(City manager / Executive Director / etc.) Ph No.: ~ 668 _2_5_10_---'-__
Mailing Address: ....:6:....:1....:.3..:..0-=S....:.u~n,;;;.;se;;.;;t-=D;.;.ri;.;.v ..:..e ________ _
(Street Address/P.O. Box) E-Mail Address: SAlexander@southmiamifl·ga
South Miami FL 33143
(City) (State) (ZIP Code)
Official Contact: Steven Kulick Purchasing Manager Title: _____________ _
(Purchasing Agent/Auditor etc.) Ph No.: ~ 663 63;39
Mailing Address: _6_13_0_S_un_s_e_t _D_riv_e _________ _ Fx No .: ~ 6636 _3_4...::...6 ___ _
(Street Address/P.O. Box) Email Addre : sklllick@solithmiamifl gOY
South Miami C FL 33143
(City) (State) (ZIP Code)
Official Contact:
(Public Works Director/Police Chief etc.)
Mailing Address:
(Street Address/P.O. Box)
(City) (State)
Official Contact:
(EMS Director/Fire Chief etc.)
Mailing Address:
(Street Address/P.O. Box)
(City) (State)
(ZIP Code)
(ZIP Code)
Title: _____________ _
Ph No.:
FxNo .:
Email Address : _________ _
Title: _____________ _
PhNo.:
FxNo.:
Email Address: _________ _
.. .. ..
AND
UNION LAND, INC. DBA MEGLIO-UNIONLAND
Atlanta, Georgia
..
This Contract is made and entered into by the Houston-Galveston Area Council of Governments, hereinafter referred to as H-GAC,
having its principal place of business at 3555 Timmons Lane, Suite 120, Houston, Texas 77027, AND, Union Land, Inc. dba Megllo-
Unionlllnd hereinafter referred to as the CONTRACTOR, having its principal place of business at 1755 The Exchlltlge, Suite 258, Atlanta,
Georgia 30339.
ARTICLE 1: SCOPE OF SERViCES
The parties have entered into a Parks & Reereation Equipment Contract to become effective as of November 1,2012, and to continue
through October 31,2014 (the "Contract"), subject to extension upon mutual agreement ofthe CONTRACTOR and H-GAC. H-GAC
enters into the Contract as Agent for participating governmental agencies, each hereinafter referred to as EN D USER, for the purchase of
Parks & Recreation Equipment offered by the CONTRACTOR. The CONTRACTOR agrees to sell Parks & Recreation EqUipment
through the H-GAC Contract to END USERS.
ARTICLE li THE COMPLETE AGREEMENT
The Contract shall consist orthe documents identified below in order of precedence:
I. The text ofthis Contract form, including but not limited to, Attachment A
2. General Terms and Conditions
3. Bid Specifications No: PRI1-12, including any relevant suffixes
4. CONTRACTOR's Response to Bid No: PRll-12, including but not limited to, prices and options offered
All of which are either attached hereto or incorporated by reference and hereby made a part of Ihis Contract, and shall constitute the
complete agreement between the parties hereto. This Contract supersedes any and all oral or written agreements between the parties relating
to matters herein. Except as otherwise provided herein, this Contract cannot be modified without the written consent ofbolh parties.
ARTICLE 3; LEGAL AUTHORITY
CONTRACTOR and H-GAC warrant and represent to each other that they have adequate legal counsel and authoritY to enter into this
Contract. The governing bodies, where applicable, have authori7..ed the signatory officials to enter into this Contract and bind the parties to
the terms of this Contract and any subsequent amendments thereto.
ARTICLE 4: APPLICABLE LAWS
The part:iesagree to conduct all activities under this Contract In acoordance With all applicable rules, regulations, directives, issuances,
ordinances, and lam in effect or promUlgated during the term of this Contract.
ARTICLE 5: INDEPENDENT CONTRA~I2R
The execution of this Contract and the rendering of services prescribed by this Contract do not change the independent status ofH-GAC or
CONTRACTOR. No provision of this Contract or act of H-GAC in performance of this Contract shall be construed as making
CONTRACTOR the agent, servant or employee of H-GAC. the Slate of Texas or the United Slates Government. Employees of
CONTRACTOR are subject to the exclusive control and supervision of CONTRACTOR. CONTRACTOR is solely responsible for
employee payrolls and claims arising therefrom.
ARTICLE 6: END USER AGREEMENTS
H-GAC acknowledges that the END USER may choose to enter into an End User Agreement with the CONTRACTOR through this
Contract and that the term of said Agreement may exceed the term of the H-GAC Contract. However this acknowledgement is not to be
construed as H-GAC's endorsement or approval oflhe End User Agreement terms and conditions. CONTRACTOR agrees not to otTer to,
agree to or accept from END USER any terms or conditions that conflict with or contravene those in CONTRACTOR's H-GAC contract.
Further, termination of this Contract for any reason shall not result in the termination of the underlying End User Agreements entered into
between CONTRACTOR and any END USER which shall. in each instance, oontinue pursuilnt to their .stated terms amI duration. The only
effect oftermination of this Contract is that CONTRACTOR will no longer be able to enter into any new End User Agreemenl~ with END
USERS pursuant to this Contract. Applicable H-GAC order processing charges will be due and payable to H-GAC on Ilny End User
Agreements surviving tennination ofthis Contract between H-GAC and CONTRACTOR.
H:ICONTRACTS\Parks & recreation Equipment IUnion Land. inc, dba Mcglio-lJniDnlamllPR 11-12.28
..
.. .. .. ..
. ~.... "" . ..:.,." -·-~·cr·-·'" ----r ........ -J-_ . ...w.J ............
change. CONTRACTOR shall continue to remain responsible lor all perlormance under this Contract regardless of any subcontract or
assignment. H-CAC shall be liable solely to CONTRACTOR and not to any ofits Subcontractors or Assignees.
ARTICLE 8: EXAM INAT ION AND RETF.NTION OF CONl'RACfOR. S RECORDS
CONTRACTOR shall maintain during the course of its work, complete and accurate recordsofitems that are chargeable to END USER under
this Contract. H-GAC, through its staffor its designated public accounting firm, the State of Texas, or the United States Government shall have
the right at any reasonable time to inspect copy and audit those records on or off the premises of CONTRACTOR. Failure to provide access to
records may be cause fortermination of this Contract. CONTRACTOR shall maintain all records pertinent to this ConlrdCt for a period of not
less than five (5) calendar years from the date of acceptance of the final contract closeout and until any outstanding litigation, audit orc1aim has
been resolved . The right of access to records is not limited to the required retention period, but shall last as long as the records are retained.
CONTRACTOR further agrees to include in all subcontrncts under this Contract, a provision to the effect that the subcontractor agrees that
H-GAC'S duly authorized representatives, shall, until the expirntion of five (5) cu.lendar years after final payment under the subcontract or until
all audit findings have been resolved, have access to, and the right to examine and copy any directly pertinent hooks, documents, papers,
invoices and records of such subcontractor involving any transaction relating to the subcontract.
ARTICLE 9: REPORTING REOUlREMENTS
CONTRACTOR agrees to submit reports or other documentation in accordance with the General Tenns and Conditions of the Bid
Specifications. If CONTRACTOR fails to submit to H-GAC in a timely and satisfactory manner any such report or documentation, or
otherwise fails to satisfactorily render perfonnance hereunder, such failure may be considered cause for termination of this Contract.
ARTICLE IOj MOST FAVORED CUSTOMER CLAUSE
If CONTRACTOR, at any \imc during this Contract, routinely enters into agreements with other governmental customers within the State
of Texas, and offers the same or substantially the same productslservices offered to H-GAC on a basis that provides prices, warranties,
benefits, and or terms more favorable than those provided to H-GAC, CONTRACTOR shall notifY H-GAC within ten (10) business days
thereafter of that offering and this Contract shall be deemed to be automatically amended effective retroactively to the effective date ofthe
most favorable contract, wherein CONTRACTOR shalf provide the same prices, warranties, benefits, or terms to H-GAC and its END
USER . H-GAC shall have the right and option at any time to decline to accept any such change, in which case the amendment shall be
deemed null and void. If CONTRACTOR is of the opinion that any apparently more favorable price, warranty, benefit, or term charged
and/or offered a customer during the term of this Contract is not in fact most favored treatment, CONTRACTOR shall within ten (10)
business days notify H-GAC in writing , setting forth the detailed reasons CONTRACTOR believes aforesaid offer which has been deemed
to be a most favored treatment, is not in fact most favored treatment . H-GAC, after due consideration of such written explanation, may
decline to accept such explanation and thereupon this Contract between H-GAC and CONTRACTOR shall be automatically amended ,
effective retroactively, to the etTective date ofthe most favored agreement, to provide the same prices, warranties, benefits, or Icons to H-
GAC.
The Parties accept the following definition ofrouline: A prescribed, detailed course of act ion to be followed regularly; a standard procedure.
EXCEPTION: This clause shall not be applicable to prices and price adjustments offered by a bidder, proposer or contractor, which
are not within bidder's! proposer's control/example; a manufacturer's bid concession/, or 10 any prices offered to the Federal
Government and its agencies.
ARTICLE 11: SEVERABILITY
All parties agree that should any provision ofthis Contract be determined to be invalid or unenforceable, such determination shall not affect any
other term of this Contract, which shall continue in full force and effect.
ARTICLE 12: DlSPUTES
Any and all disputes concerning questions offact or of law arising under this Contract, whi ch arc not di spo sed of by agreement, shall be dec ided
by the Executive Director ofH-GAC or his designee, who shall reduce his deci si on to writin g and pro vid e noti ce th ereo fto CONTRACTOR.
The decision of the Executive Director or his designee shall be fmnl an d conclu sive unl es. ........ ithin thirty (30) days from the date of rece ipt of
such notice, CONTRACTOR requests a rehearing from thc Executive Director of H-CAC. In connection with any rehearing under this
Article, CONTRACTOR shall be afforded an opportwlity to be heard and offer evidence in support of its position. The decision of the
Executive DIret,1Or aller any such rehearing shall be fmal iUld conclusive. CONTRACTOR may, ifit elects to do so, nppeal the finnl and
conclusive deci sion of the EKccutive Director to a court of competent jurisdiction. Pending final decision of a dispute hereunder,
CONTRACTOR shall proceed diligently with the performance of this Contract and in accordance with H-GAC'S final decision.
H:ICONTRACTS\Parks & recreat ion Equipment IUnion land. Inc . db. Meglio-UniOllland\PRII·12.28
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H-GAC described in Article 14, is limited to the price ;ftlte particular prod~ctslservicessold her~nder, and CONTRAcToR agrees either to
refund the purchase price or to repair or replace product(s) that are not as warranted. In no event will CONTRACTOR be liable for WlY loss of
use, loss oftime, inconvenience, commercial loss, lost profits or savings or other incidental, special or consequential damages to the full extent
such use may be disclaimed by law. CONTRACTOR understands and agrees that it shall be liable to repay and shall repay upon demand to
END USER any amounts detennined by H-GAC , its independent auditors, orany agency of State or Federal government to have been paid in
violation of the tenns of this Contract.
ARTICLE 14: LIMIT OF H.QAC'S LIABILITY AND. INDEMNIFICA TlON OFH-GAC
H-GAC's liability under this Contract, whether for breach of contract, warranty, negligence, strict liability; in tort or otherwise, is limited to its
order processing charge. In no event will H-GAC be liable for any loss of use, loss of time, inconvenience, commercial loss, lost profits or
savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law. Contractor agrees, to the
extent pennitted by law, to defend WId hold hannless H-GAC, its board members, officers, agents, officials, employees, and indemnities from
any and all claims, costs, expenses (including reasonable attorney fees), actions. causes of action, judgments, and liens arising as a result of
CONTRACTOR's negligent act or omission under this Contract. CONTRACTOR shall noliJY H-GAC of the threat of lawsuit or of Wly
actual suit filed against CONTRACTOR relating to this Contract.
ARTICLE 15: TERMINATION FOR CAUSE
H-GAC may terminate this Contract for cause based upon the failure of CONTRACT OR to comply with the terms WId/or conditions of the
Contract; provided that H-GAC shall give CONTRACTOR written notice speciJYing CONTRACTOR'S failure. Tfwithin thirty (30)
days after receipt of such notice, CONTRACTOR shall not have either corrected such failure. or thereafter proceeded diligently to
complete such colTection, then H-GAC may, at its option, place CONTRACTOR in default and the Contract shall terminate on the date
specified in such notice. CONTRACTOR shall pay to H-GAC any order processing charges due from CONTRACTOR on that portion of
the Contract actually performed by CONTRACTOR and for which compensation was received by CONTRACTOR.
ARTICLE 16: TERMINATION FOR CONVENIENCE
Either H-GAC or CONTRACTOR may cancel or tenninate this Contract at any time by giving thirty (30) days written notice to the other.
CONTRACTOR may be entitled to payment from END USER tor services actually performed; to the extent said scrvices are satisfactory
to END USER. CONTRACTOR shall pay to H-GAC any order processing charges due from CONTRACTOR on that portion ofthe
Contract actually perfonned by CONTRACTOR and for which compensation is received by CONTRACTOR.
ARTICLE 17: CIVIL A D CRIMINAL PROYIS10NS AND SANCTIONS
CONTRACTOR agrees that it will perform under this Contruct.in c:onform!lllcc with safeguards against fraud and a~use as set forth by
H-GAC, the State of Texas. and the acts and regulations of any funding entity. CONTRACTOR agrees to nOlilY H-GAC ot'aoy suspected
fraud, abuse or other criminal activity related to this Contract through flling ofa written report promptly after it becomes aware of such activity.
ARTICLE 18: GOVERNING LAW & VENUE
This Contract shall be governed by the laws of the State of Texas. Venue and jurisdiction of any suit or Cl!use of action arising under or in
connection with this Contract shall lie exclusively in Harris County, Texas. Disputes between END USER and CONTRACTOR are to be
resolved in accord with the law and venue rules of the state of purchase. CONTRACI'OR shall immediately nolilY H-GAC of such disputes.
ARTICLE 19: ,Ph YMENT OF H-GAC ORDER PROCESSING CHARGE
CONTRACTOR agrees to sell its products to END USERS based on the pricing and other b:nns of this Comract, including, but not
limit~ to. the payment oflhe applicable H-GAC order processing charge. On notification fTOm an END USER thaI an order has bc~n
placed with CONTRACTOR, H-GAC will invoice CONTRACTOR for the applicable order processIng charge. Upon delivery or any
product/service by CONTRACTOR and acceptance by EN 0 USER, CONTRACTOR shal l, within thirty (30) calendar days or ten (t 0)
business days [Ifter receipt of payment, whichever is less, pay "-CAC the full amount of the IIppUcnb leorderproccsslngchurge, whether or
not CONTRACTOR has received un invoice from H-GAe. For sales made by CONTRACT~R bnsed on this contract, including sales to
entities without !nterlocul Contracts, CONTRACTOR shull puy UIC npplkablll order processing .:horses to H-GAC. Further
CONTRACTOR agrees to encourage entities who are nOlm embcrs .of' a-CAC's eooperativ • Purcliasing ~ grIl mlo execute an H-GAe
Interlocal Contract. H-GAC reserves the right to take bJlp.ropr!u tc ~ti o ns tncll/dlng, bul no l Ilmitet.l to, c<mlf(lcl termJ.l)\l tl on It'
CONTRACTOR fails tu promptly remit H-GAC's order proccssing chargc. 1n no event sholl H-CAC havo nny liability to
CONTRACTOR for any goods or services an END USER procures from CONTRACTOR.
H:\CONTRACTS\Parks & recreation Equipment \Union Land. Inc:. dba Megll~Unionland\l'RI 1-12.28
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ART IC LE 2 1: 'PERFORMANCE BONDS FOR IN I)IVlDUlt.t. ORDERS
8xce pl as desc ri bed be low for lircapporalus, CONTRACTOR agrcc,'1 10 pro vi de (\ Per[oml QIl OO BO lld at the request of EN I> USER within
ton (10) days of receip t of EN D USER', purc:h QS~ oruer.
It shall beslll ndnrd proced ure for every order received for fire apparolUs tJlntaPerform ance Bo nd in !he amoUIlt oflh e order be provi ded to
the END USE R. pa il ur'e of CO!,!TMCTOR to provide such ptl rfonuance bond wi thin ten (10) days or receip t of END USER's order
may co rn;lil ute n tOlll I bren ch ofconl'rQc t nnd shall be cause fu r cnntcll at ion oftheorder li t END USER', sole di scre ti on. END USER may
choose to delete the requirement for II Performance Bond at END USER '8 sole disc ret ion. If the bond re qui reme nt is waived, END USER
shall be entitled to a price reduction commensurate with the cost that would have been inclUTed by CONTRACTOR for the bond .
ARTICLE 12: CHANGE OF CONTRACTOR STATUS
CONTRACTOR ha ll immediately notify fj·GAC, in writing, of ANY chlUlge In O\~nersh ip, control, dealershiplfrailch iseC status, Motor
Vehiele I fcoMe. s \01u' or name, and shall al so advise whetb!fr or nOI this Conl11lctshoJI be affected in any way by such change. "-GAC
shall have the right to determine whether or not such change is acceptable, and 10 determine what action shall be warranted, up to and
including cancellation of Contract.
ARTICLE 13: LlCENSlNG REQlI1RED BY T-EXAS MOTOR VEHICLE BOARD /IF A PPLICABUI
CONTRACTOR will for the durutlon ofthl s ConLroct IJl.Oi J;tlllll curren tlicenses thut are required by the Texas Motor Vehicle Commission
Code.lfat any time during this Contract period, any CONTRACfOR'S license is no t renewed, or is denied or revoked, CONTRACTOR
shaU be deemed to be in default ofWs Contract unless the Motor V chicle Board issues II stay or waiVer". Contractor shall promptly provide
copies of all current applicable Texas Motor Vehicle Board documentation to H-GAC upon request.
IN WITNESS WHEREOF, the parties have caused this Contract to be executed by their duly authorized representatives .
Signed forBouato~atvestoll ~c;J .
Are!! Co~iI. Houstoll, Texas: ~
a . I:clo, Executive DIrector
Attest for Housto~.tvestOD ~/ .1 .1 J
Area CouDell, Houston, Texas: ---~r'~":"dre"';¥l ~i ~--!/"-::" :-. --=--:-:7-::---;~~-
Date: 201} .. /
Signed for Vnioll Laad, Inc. d b. MegUo-VD I On~1 d.. ~
Atlanta, Georgia: ~-!.;.(! L-I---~ t
Printed Name &: Tit.le: ~S-< A }?.o :;o? I t1vu.a.".c
4 ste:jt-4
Attest for Union Land, Ine. dba Mq;HO-U D~ Atlanta, GeoTgl 8 :_.!. ____ ..J.i.. _____ -I-_________ _
Printed Name &. Title: jOt! J 9 t K r2.otf ~
Dattl:--,9:..:/~;::::...,---_-" 2o_I/-
H:\CONTRACTSIParks & recreation Equipment \Union land, Inc. dbA Megl i~U nionIBlld\PRJ 1-12.28
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Applicable items are the catalogs and associated price books described in the table below, as well any options priced
In Offeror's response.
IIGA r\ I·GR TALOG 'D I SCOUNT
COOE OFJi'LIST
PR33 Meg ll o-Union iand , [nco 2012 Meglio-Unionlond Playground &. ParkCalalog 5.00%
PR34 Mcgllo·Unionland, 'Ino. 2012 Meglio-UnionI8Ild· UKI PIIlY Cata log j.OO%
PR3S Meglio-Union land .lnc . 2012 Meglio-Unionland -Maxbello Playgruund Equip Camlog 5,0 0%
Page 1 of 1
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HOUSTON-GALVESTON AREA COUNCIL
September 19,2012
Todd Krohn, President
Union Land, Inc. dba Meglio-Unionland
1755 The Exchange, Suite 258
Atlanta, GA 30339
Dear Mr. Krohn:
RE: Contract No. PRll-12 for Supply of Parks & Recreation Equipment
The Houston Galveston Area Council Board of Directors approved the award of the above referenced contract to
your company for use by members of HGACBuy. This award must be accepted within 45 days of the date of this
letter. To complete the process, please execute the following steps:
1) Sign and return the two (2) original contract documents to my attention at the address above. After
H-GAC management has signed the documents, one signed original will be returned to you.
2) Complete and return the enclosed Information Request Form.
It is HGACBuy's intent that members throughout the United States be able to place orders through this contract. If
you would like to assign a dealer, please contact us.
NOTE: Any assignments done on a previous contract will not carry forward to this new contract and you must
execute a new assignment to any company you wish to process orders under this contract.
Should you have any questions concerning these requirements or the contract, please call 713-499-6663 .
Sincerely,
1 tlHtHty MDlly
Tammy Metty
Contract Specialist
Cooperative Purchasing Program
H-GAC
Enclosures
Mailing Address
PO Box 22777
Houston, Texas 77227-2777
Phone 713-627-3200
Physical Address
3555 Timmons Lane, Suite 120
Houston, Texas 77027
Phone 713-627-3200