Loading...
HomeMy WebLinkAbout18- Purchase Agreement - FieldTurf USA, Inc. - Bozeman Sports Park ATTACHMENT A BID PURCHASE AGREEMENT THIS AGREEMENT is made this_�day of %,am, , 201_Jby and between the CITY OF BOZEMAN, a municipal corporation organized and existing under the laws of the State of Montana, 121 North Rouse Ave., Montana 59715, hereinafter referred to as "City," and FIELDTURF USA,Inc., whose mailing address is 7445 Cote-de-Liesse Road, Suite 200,Montreal, Quebec, Canada H4T 1G2 hereinafter referred to as ("Seller"). In consideration of the mutual promises and agreements hereinafter contained, the parties agree as follows: 1. PROPERTY PURCHASED: Seller agrees to sell and City agrees to purchase the property requested and described in EXHIBIT A — FIELDTURF BID PRICING PROPOSAL, from the Seller all of which is incorporated into this Purchase Agreement by this reference. By accepting this Purchase Agreement, Seller hereby agrees that the sale, use, or incorporation into manufactured products of all machines, software,hardware,materials and other devices furnished under this Purchase Agreement which are not of the Seller's design, composition, or manufacture shall be free and clear of infringement of any valid patent, copyright, or trademark. Seller shall hold the City harmless from any and all costs and expenses, including attorney fees, liability, and loss of any kind growing out of claims, suits, or actions alleging such infringement, and Seller agrees to defend such claims, suits, or actions. The property being purchased ("Property") consists of: FieldTurf® artificial turf system per Exhibit A. TOTAL PRICE (including shipping and installation): $779,323.66 2. SPECIFICATIONS: The Seller agrees that all material and workmanship in and upon this Property complies with the specifications on file as accepted by the City under the Cooperative Services Contract Bid#016 - G"AEPA IFA#016-G" (Exhibit B). Unless otherwise agreed to by the City, specifications govern in the event of inconsistencies with the Seller's response to the same. 3. PRICE: The City agrees to pay seven hundred seventy-nine thousand three hundred twenty-three and 66/100 dollars$779,323.66)as the purchase price. All prices include any applicable local, state or federal taxes that may be applied to the Property to be purchased. This price is firm and not subject to escalation under agreed to in writing by the City. 4. DELIVERY AND PAYMENT: Time is of the essence in the performance of this Purchase Agreement. Seller assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other served associated with delivery of the Property. Fielffurf®Purchase Agreement for Bozeman Sports Park Page 1 of 13 Seller agrees to delivery to the City in a fully operational status and all accessories properly installed within seventy (70) days (10 weeks) of the starting date stated in the Notice to Proceed Delivery will occur at the Bozeman Sports Park, 4600 Baxter Lane, Bozeman, MT 59718. If delivery of the Property and/or performance of services required under this Purchase Agreement cannot be made Seller shall promptly notify the City of the earliest possible date for delivery or performance. Notwithstanding such notice, if Seller for any reason fails to deliver the Property or perform required services within the time specific or to the City's satisfaction the City may terminate this Purchase Agreement or any part therefore without liability except for good or services previously provided and accepted. The City's receipt or acceptance of any part of a non- conforming delivery or service shall not constitute a waiver of any claim,right or remedy the City has under this Purchase Agreement or applicable law. Upon delivery and for a reasonable period thereafter, City has the right to inspect the Property to ensure that it meets Specifications as modified by Seller's responses which have been accepted by City. If the Property meets the Specifications, City shall tender the purchase price stated above to Seller through the City's normal claim process. Unless otherwise agreed to in writing, payment terms shall be net thirty (30) days from the date of receipt of invoice or acceptance and delivery of goods and services by the City, whichever occurs last.Payment will be made to Seller at the address previously stated unless Seller provides a different address in writing. Invoices must be mailed to: Carolyn Poissant, Manager of Trails, Open Space and Parks Design&Development,PO Box 1230, Bozeman, MT 59771-1230. 5. NONDISCRIMINATION: Seller will not discriminate in the performance of this Agreement on the basis of race, color, religion, creed, sex, age, marital status, national origin, or because of actual or perceived sexual orientation,gender identity or disability and shall ensure this provision applies to all subcontracts let by the Seller in fulfillment of this Purchase Agreement. 6. DEFAULT/ TERMINATION/ REMEDIES: In the event of Seller's breach of this Purchase Agreement, including if Seller fails to deliver the Property as set forth herein or fails to meet City's Specifications, City may, at its option, take any or all of the following actions without prejudice to any other rights or remedies available to the City by law: (i)declare the Seller in default and immediately cancel and rescind this Purchase Agreement; (ii)require Seller to repair or replace any equipment or materials used in the Property, and upon Seller's failure or refusal to do so,repair or replace the same at Seller's expense; (iii)reject any material or equipment included in the Property containing defective or nonconforming equipment or material and return for credit or replacement at Seller's option; or (iv) cancel any outstanding deliveries and treat such breach by Seller as Seller's repudiation of this Purchase Agreement. Thereafter, City may procure substitute property to replace the Property described herein. In such event, Seller is liable to City for the difference between the price set forth herein and the price paid by City for the replacement property. Additionally, the City may pursue any other remedy it has at law or in equity. In the event of the City's breach hereunder, Seller's exclusive remedy shall be Seller's recovery of the material or equipment or of the Purchase Price or portion of the Purchase Price payable for equipment and material delivered to the City prior to such breach. 7. CHANGE ORDERS: The City shall have the right to revoke, amend, or modify FieldTurf®Purchase Agreement for Bozeman Sports Park Page 2 of 13 this Purchase Agreement or the equipment or material included in the Quotation at any time. Seller's receipt of City's written change order without response received by the City within 10 (ten) business days or Seller's shipment or other performance reflecting the change, whichever occurs first, shall be Seller's acceptance of the change without any price or other adjustment. 8. WARRANTY: THE SELLER SHALL WARRANTY THE PROPERTY INCLUDING ALL COMPONENT PARTS IN ACCORDANCE WITH WARRANTY SPECIFICS LISTED IN EXHIBIT B AND SHALL ASSIGN TO THE CITY ALL WARRANTIES FOR ALL COMPONENT PARTS OF THE PROPERTY NOT WARRANTIED BY SELLER. IN ADDITION,THE SELLER AGREES THE PROPERTY IS COVERED BY IMPLIED WARRANTIES FOR MERCHANTABILITY AND FITNESS FOR THE PARTICULAR PURPOSE FOR WHICH IT HAS BEEN PURCHASED. IN ADDITION TO ANY OTHER EXPRESSED OR IMPLIED WARRANTIES AND UNLESS OTHERWISE AGREED IN WRITING, SELLER ALSO WARRANTS THAT ALL EQUIPMENT DELIVERED HEREUNDER WILL BE NEW, SUITABLE FOR USE AS DESCRIBED, OF THE GRADE AND QUALITY SPECIFIED, FREE FROM ALL DEFECTS IN DESIGN, MATERIAL AND WORKMANSHIP; IN CONFORMITY WITH ALL SPECIFICATIONS FURNISHED; IN COMPLIANCE WITH ALL APPLICABLE FEDERAL, STATE AND LOCAL LAWS AND REGULATIONS AND FREE FROM ANY LIENS AND ENCUMBRANCES. THESE WARRANTIES SHALL NOT BE DEEMED TO EXCLUDE SELLER'S STANDARD WARRANTIES OR OTHER RIGHTS OR WARRANTIES WHICH THE CITY MAY HAVE OR OBTAIN. 9. INSURANCE/INDEMNIFICATION: The Seller shall insure the Property for a minimum of the purchase price against all damages during the delivery period per the Specifications. In addition to and independent from the above, during the delivery period Seller shall defend, indemnify, and hold the City, its officers, employees, and agents harmless against claims, demands, suits, damages, losses, and expenses connected therewith that may be asserted or claimed against,recovered from or suffered by the City by reason of any injury or loss,including but not limited to, personal injury, including bodily injury or death, property damage, occasioned by, growing out of, or in any way arising or resulting from any intentional or negligent act on the part of Seller, it's agents or employees. This provision shall survive delivery and acceptance by the city of the Property. 10. ASSIGNMENT: Seller may not delegate, subcontract, or assign any duties and services or assign any rights or claims under this Purchase Agreement without the express written consent of City. 11. ENTIRE AGREEMENT: This Agreement, including its appendices, if any, embodies the entire understanding between the parties relating to the subject matter contained herein. No agent or representative of either party has authority to make any representations, statements, warranties or agreements not herein expressed and all modifications or amendments of this Agreement, including the appendices, must be in writing and signed by an authorized representative of each of the parties hereto. FieldTurf®Purchase Agreement for Bozeman Sports Park Page 3 of 13 12. APPLICABILITY: This Agreement and any extensions hereof shall be governed and construed in accordance with the laws of the State of Montana,venue shall be in the Eighteen Judicial District, Gallatin County Montana, and the same is binding upon the parties, their heirs, successors, and assigns. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives the day and year first above written. CITY OF OZE SEL R l By Date: 4 < < By ate: Andrea Surratt,tity Manager Print Name• Print Title: APPROVED AS TO FORM: By Greg S Ih an,City Attorney EXHIBIT A PRICING PROPOSAL FieldTurf®Purchase Agreement for Bozeman Sports Park Page 5of13 May 11,2018 OF"Ield""'ll"urf " A Tarkett Sports Company BOZEMAN SPORTS PARKS FOUNDATION PRICING PROPOSAL FieldTurf is pleased to offer to supply and install the following high performance infilled grass surface. Field Name: Bozeman Sports Parks Turf System: FieldTurf Vertex Prime FMP-50 Square Footage: 1.98,000 sq Field Markings: Soccer and Lacrosse Price: $3.85/sf Field Groomer $5,100.00 Bonds $11,923.66 Total Price $779,323.66 Alternate#1: Construct dynamic base under FieldTurf system(see below scope of work) Square Footage: 198,000 sqft Price: $3.60/sf Bonds $11,084.21 Total Price $724,457.93 Fielffurf7445 Cote-de-Liesse Road Suite 200,Montreal,QC,Canada H4T 1G2•Toll Free:1-800-724-2969 A UAW Sports CompAoy FieldTurf©Purchase Agreement for Bozeman Sports Park Page 6 of 13 Alternate#2: Complete"Mass Grading"for FieldTurf Limits(see below scope of work) Square Footage: 198,000 sgft Price: $0.36/sf Bonds $1,100.67 Total Price $71,938.65 PRODUCT DETAILS FieldTurf,the worldwide leader in artificial turf,is pleased to offer the FieldTurf Vertex Prime 2",with the following product characteristics: Pile Height: 2" Infill Weight: 6.25 Ibs Pile Weight: 39 oz Total System Weight: 60 oz The FieldTurf Quality Guarantee To achieve unmatched quality and level of performance,we have invested heavily in modernizing our plants with the latest fiber manufacturing,coating and tufting technologies along with top manufacturing talent,and specialized installation equipment.Our dedicated CAD-based design department supports customization for each client,and our experts ensure timely delivery and installation on every project. The world leader in artificial turf innovation is ISO 9001,ISO 14001 and OHSAS 18001 certified for its leadership in quality,environment and safety management systems.FielclTurf's Calhoun facility represents the only artificial turf manufacturing operation in North America to have received these ISO certifications. FieldTurf has taken the necessary steps to ensure that your project will run smoothly and that the quality promised will be the quality delivered. FieldTurf Price Includes: a) Infill recipe for 2"is 3.65 Ibs silica sand/2.6 Ibs coated cryogenic rubber b) Installation of the artificial in-filled grass surface upon a suitable base; c) An 8 year 3rd party pre-paid insured warranty on the FieldTurf artificial grass surface d) Inlaid markings and logos as indicated above e) 1 field Groomer Fielffurf 7445 Cate-de-Liesse Road Suite 200,Montreal,QC,Canada H4T 1G2•Toll Free:1-800-724-2969 A TjlM,n Spoor Companq FieldTurf®Purchase Agreement for Bozeman Sports Park Page 7 of 13 • . • A Alternate#1 Price Includes: a) Mobilization b) Management of our work c) Proof-roll subgrade with loaded end dump trailer;soft,rutting or pumping areas to be rejected d) Accept non-yielding,stabilized and compacted subgrade at+/-.1'from required elevation e) Consultation with Project Engineer to assist with design f) Furnish and install 10"-12"perforated HDPE pipe along perimeter of field g) Connect to existing storm structure within 50 LF of field h) Furnish and install 1"x12"flat the at 30'O.C. a. Gravity feed into 12"collector i) Furnish and install 4 oz.geotextile fabric on subgrade j) Grade for new concrete curb installation k) Furnish&install 6"x12"concrete curb around perimeter of field 1) Backfill curb m) Furnish&install 2"x4"treated wood nailer board onto concrete curb n) Furnish&install 4"crushed permeable base rock o) Furnish&install 2"crushed permeable finish rock p) Fine grade field to Fieldturf tolerances q) Demobilization Alternate#2 Price Includes: a) Mobilization b) Survey and Layout of our work c) Furnish soil erosion measures/rock entrance d) Cut 12"of existing topsoil and stockpile onsite a. No haul off of material included e) Lasergrade and compact subgrade Price does not Include: a) Montana sales tax b) Design services and construction documentation,including,but not limited to:conceptual drawings/preliminary design;construction drawings;storm water management;submittal. reviews and processing;architectural/engineering inspections;soil borings;professional survey;and as-built drawings. c) Permits/fees d) Testing e) Removal or relocation of existing utilities f) Soil corrections or soil stabilization 7445 Cote-de-Liesse Road Suite 200,Montreal,QC,Canada H4T 1G2•Toll Free:1-800-724-2969 A rarieit Sotto tdmµany FieldTurf®Purchase Agreement for Bozeman Sports Park Page 8 of 13 g) Import of granular fill other than permeable rock section for FieldTurf system h) Hauling offsite of material/topsoil i) Irrigation,Seeding/sod,Site restoration or any improvements or restoration not listed, j) Athletic equipment or events k) Surveying 1) Asphalt paving m) Any costs associated with necessary changes relating to delineation of the field. n) The supply of manholes or clean-outs or grates,or supply of the manhole covers. o) Any alteration or deviation from specifications involving extra costs,which alteration or deviation will be provided only upon executed change orders,and will become an extra charge over and above the offered price. p) Site security. q) Small vehicle to tow FieldTurf maintenance equipment. r) All applicable taxes The price is valid for a period of 90 days.The price is subject to increase if affected by an increase in raw materials,freight or other manufacturing costs,a tax increase,new taxes,levies or any new legally binding imposition affecting the transaction. Please feel free to reach out to any member of our project team with questions about our offer: Sacha De Rubeis Jed Easterbrook Project Manager Director of Sales—Rocky Mountain Region 514-375-3579 303-775-6773 Sacha.DeRubeis(@fieldturf.com Jed.Easterbrook@fieIdturf.com Thank you again for your interest in FieldTurf,we look forward to working with you. Per Marie-Christine Raymond,Director of Operations FieldTurf USA,Inc. Filelffurf 744S Cote-de-Liesse Road Suite 200,Montreal,QC,Canada H4T 1G2•Toll Free:1-300-724-2969 Atarkatr Sports Ctienpony FieldTurf®Purchase Agreement for Bozeman Sports Park Page 9 of 13 . • Conditions Notwithstanding any other document or agreement entered into by FieldTurf in connection with the supply and installation only of its product pursuant to the present bid proposal,the following shall apply: a) This bid proposal and its acceptance is subject to strikes,accidents,delays beyond our control and force majeure; b) Final payment shall be upon the substantial completion of FielclTurf's obligations; c) Accounts overdue beyond 30 days of invoice date will be charged at an interest rate of 10% per annum. d) FieldTurf requires a minimum of 21 days after receiving final approvals on shop drawings to manufacture,coordinate delivery and schedule arrival of installation crew.Under typical field size and scenario,FieldTurf further requires 28 days per field to install the Product subject to weather and forte majeure. e) FieldTurf requires a suitable staging area. Staging area must be square footage of field x 0.12, have a minimum access of 15 feet wide by 15 feet high,and,no more than 100ft from the site. A 25 foot wide by 25 foot long hard or paved clean surface area located within 50 feet of the playing surface shall be provided for purposes of proper mixing of infill material.Access to any field will include suitable bridging over curbs from the staging area to permit suitable access to the field by low clearance vehicles. f) This proposal is based on a single mobilization. If the site is not ready and additional mobilizations are necessary,additional charges will apply. g) FieldTurf shall be accountable for its negligence but shall not be bound by any penalty clauses. h) FieldTurf shall be entitled to recover all costs and expenses,including attorney fees, associated with collection procedures in the event that FieldTurf pursues collection of payment of any past due invoice. (a Fielffurf 7445 Cote-de-Liesse Road Suite 200,Montreal,QC,Canada 1-14T SG2•Toll Free:1-800-724-2969 A rahatt Sµaris(op any FieldTurf®Purchase Agreement for Bozeman Sports Park Page 10 of 13 EXHIBIT B Cooperative Services Contract Bid #016 - G "AEPA IFA#016-G" Fielffurf©Purchase Agreement for Bozeman Sports Park Page 11 of 13 AEPA FORM B: ACCEPTANCE OF BID AND CONTRACT AWARD AEPA IFB#016-G Athletic Surfaces--Synthetic Turf NA,*vIEOFBIDDER Fie4dTurl`USA,Inc. INSTRUCTIONS. PART I or this forth is to be completed by the Bidder and signed by its Autlwrizcd Rtprcscatative, PART If will be completed by the AEPA Monbet Agency only upon the occasion of the bid Award The completed document inusi b:!so.tumed to a PDJ°format and saved to Folder A,And ft comptetcAl and s1gatil paper version must be included lit the package, ll'upproved by AEPA,the bidder is mquir-c—d to produce a copy of the docunneot for t-zch or the AEPA Member Agency with which it contract. PART I:BIDDER In compliance with the Invitation For Bid (IFB), the undersigned warrants that Uwe have examined the instructions to Bidders,associated documents, and being familiar with all Of the COMfitiOnS surrounding the proposed projects, hereby offer and agw to fitynish all labor,materials, supplies and ecinipment incurred in compliance with all terms,conditions,specifications and amendments associated with this lFB and any written exceptions to the hid. Signature also certifies understanding and complianoc with the certification tequirorricni-s of the AEPA Member Agency's Terms and Conditions anWor Special Terms and Conditions. The undersigned understands that their competence,ability,capacity and obligations to offer and provide the proposed tangible personal property,professional services.construction services And other services on behalf of the Vendor Partner as well as other factors of interest to the AEPA Member Agency as stated in the evaluation section,will be a consideration in making the award. Company Name rhyinTuif USA,Inc. Date Jj Company Address 7445 Cote-de-U"Isa,suite 200 CityMontreal State QC Zip _�4T 1G2 Contact Person Eric Dallera Title CEO only) Title CEO Authorized Signature(ink Email Address, Eric.DalloreD taikettsports.coM µ n Phone (514)375-2576 PART 11: AWARDING MEMBER AGENCY Your bid response for the above identified bid is hereby accepted. As a Vendor Partner you are now bourd to offer and provide the products and services identified within this IF13,your response and approved by AEPA, including all terms,condlitions,spceificatiows,exceptions and amendments.As Vendor Partner,yoti are hereby not to commence any billable work or provide any products or services under this contract until an executed purchase order is received from the AEPA Member Agency of Participating Entities. The intent of this contract is to constitute the final and complete agreement between the AEPA Member Agency and Vendor Partner, and no other Wccmcnt.% oral or otherwise,regarding the subject matter of this contract,shall bind any or the parties hereto. No change or modification of this contract shall be valid unless in writing and signed by budi parties to this contract. If any provision of this contract is deemed invalid or ilkgal by any appropriate court of law,the remainder of this contract shall not be affected thereby, The initial term of this contract shall t be for up to fifieca(15)months and will commence on the date indicated below and continue until February 28, 2017 unless terminated,canceled or extended. By mutual written agreement as warranted, the contract may be extended month by month up to six(6)months or for three(3)additional 12-mouth periods. A Awarding Agency Agency J xccutivc '-t: Awarded this day offf—\1�11 Contract Numberl)—o"L-fia Contract to conouence(Member Agency to select):C3 tr c rot or 0 M ARPA 1FB#016-0 Synthttle Turf Page 4 o(38 Due Dote: OCTODPR 7, Part C:Did Forins Page 12 of 13 DATE EXTENSION FOR EXHIBIT B EXTENSION OF AGREEMENT AEPA BID#016 Contract EXTENSION AGREEMENT made by and between FieldTurf USA,Inc.(Vendor) Synthetic Turf and Montana Cooperative Services,NIT(Member) The existing Agreement was initially awarded through February 28, 2017 for a 12-month term. The Terin of Contract and Extension in the AEPA Bid provides the Agreement may be extended for three(3)additional 12-month periods by mutual written agreement through lebruary 28,2020. AEPA has approved this extension and now the Member and the Vendor desire to extend the Agreement for an additional term to commence February 28,2018. Upon the signatures of an authorized officer of the Member and the Vendor,the Agreement is hereby extended. This extension shall be subject to the same Terms and Conditions as contained in the original AEPA Bid,and subject to the Bylaws, Policies and Procedures of AEPA in addition to the Member Terms and Conditions. Member -Q. l Authorized Signature Title Director Typed Name David L.Puyear Date 12-15-17 Vendor Authorized Signature _ Title Typed Name Date { t`L The Vendor agrees to provide complete information of any deleted and new products or prices as allowed under headings (Discontinued Products)and(New Technology and Price Reduction)of the AEPA Bid. If you as the Vendor do not want to extend contract,please sign below. Discontinue: We desire to discontinue the contract,effective February 28. Authorized Signature Title Typed Name Date MAILING ADDRESS: Montana Cooperative Services P.O.Box 1611* *Preferred Mailing Address,Please use this address if possible Helena MT 59624 2047 Last Chance Gulch 4312 *Secondary/Physical Address Helena MT 59601 NOTE:This agreement must be received by the Member on or before January 30,2018 FieldTurf®Purchase Agreement for Bozeman Sports Park Page 13 of 13