HomeMy WebLinkAboutResolution 1997-056
RESOLUTION NO. 97-56
WHEREAS, the City Council has approved the addition of a new feature at the
City's Water Park NRH 20 which is called the "Master Blaster", and
WHEREAS, the City Council has determined and finds that the product known as
"Master Blaster" is unique and that there is a single source for procurement of such park
feature which source is New Braunfels General Store International, Inc.; and
WHEREAS, the City Council finds that there is no comparable product on the
market with the capabilities of the "Master Blaster: and that New Braunfels General Store
International, Inc. holds all patents connected with the product in question; and
WHEREAS, the City staff has negotiated a contract for the purchase of the "Master
Blaster" from New Braunfels General Store, International, Inc. for the sum of
$1,561,471.00, which the Council finds to be fair and reasonable.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
NORTH RICHLAND HILLS, TEXAS, that:
1.
The Mayor be, and is hereby, authorized to execute the attached agreement with
New Braunfels General Store International, Inc. as the act and deed of the City.
PASSED AND APPROVED this 24th day of November, 1997.
APPROVED:
ATTEST:
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('··/:tdztclri í0túu::xJYL-
'--Patricia Hutson, City Secretary
APPROVED AS TO FORM AND LEGALITY:
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Rex McEntire, City Attorney
AGREEMENT
1. Date, The effective date of this Agreement is November 24, 1997.
2. Parties. The parties to this Agreement are NEW BRAUNFELS GENERAL STORE
INTERNATIONAL, INC., 3150 IH 35 South, New Braunfels, Texas 78130 ("NBGS" or
"SELLER") and The City of North Richland Hills, 7301 N.E. Loop 820, North Richland Hills,
Texas 76180, ("NRff' or "BUYER").
3. Recitals. NBGS desires to sell and BUYER desires to purchase a Master Blaster® fiberglass
slide, complete with starting tower, support columns, design and installation, (herein collectively
referred to as the "SYSTEM") as detailed in Exhibit "A" and "B" attached. The SYSTEM
will be installed by NBGS at 9001 Grapevine Highway, North Richland Hills, Texas 76118. In
consideration of the mutual covenants and consideration herein set forth, the parties agree as set
forth in the following paragraphs.
4. Contract Documents. The contract documents consist of this Agreement, including Exhibits
"A", "B", "C", "D", "E" and "F", attached hereto, the drawings, specifications and addenda
issued prior to execution of this Agreement, other documents listed in this Agreement, and
modifications issued after execution of this Agreement. All the foregoing form the contract and
agreement between the parties, and are as fully a part of the Agreement as if attached to this
Agreement or repeated herein. This Agreement represents the entire and integrated agreement
between the parties hereto and supersedes prior negotiations, representations or agreements,
either written or oral.
5. Relationship of the Parties, NBGS and BUYER accept the relationship of trust and
confidence established by this Agreement, and covenant with each other to fully cooperate with
each other and utilize their best skill, efforts and judgment in the completion of the project.
6. Scope of Work. The SELLER's duties and responsibilities with respect to the work and
products to be provided under this Agreement are set forth in the following subparagraphs,
subject to a timely performa,nce of BUYER's obligations as hereinafter provided in this
Agreement. ~
6.1 NBGS agrees to provide to the BUYER design documents for the Master Blaster slide
path, engineered documents for the structural support system, structural foundation engineering,
the ride piping and pump requirement designs, and schematic pump room and pool layout.
6.2 NBGS will design and complete thi~nufacture of the tangible components of the
SYSTEM on or before March 3, 19~~ arrange for the shipment of the SYSTEM as
provided in Section 9. The color of the water slides will be NBGS standard tan - gel coat #
10071 on the inside and green - gel coat # 10057 on the outside.
6.3 Should the BUYER desire the NBGS advisors to perform additional work beyond the
scope as detailed in Exhibit" A" and "B", then BUYER agrees to pay additional amounts in
accordance with the labor and per diem charges as set forth in Exhibit "E".
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6.4 NBGS, may at the request of BUYER, provide consultants and/or assistants whose
duties are in addition to those required to be undertaken and provided by NBGS under this
Agreement. If any such consultants are provided by NBGS, they shall be the subject of a
separate written agreement between NBGS and BUYER and said agreement shall outline the
duties of the consultant and the cost of the consultant. BUYER will be responsible for the cost
of the consultant unless otherwise agreed to in writing.
6.5 NBGS will only be responsible for equipment damages and losses due to the NBGS
employee's negligent acts or omissions. In no event is NBGS responsible for consequential
damages or losses.
6.6 NBGS agrees to perform its obligations in a timely and professional manner, NBGS
agrees to reasonably cooperate with the BUYER to make up construction delay time whether
caused by NBGS or others, It is acknowledged that NBGS personnel have no control of or
authority over the BUYER's or owner's supplied and controlled construction crews, materials
procurement and suitability, site conditions, worker qualification and diligence, weather,
vacations, strikes, timely site access and other conditions that can delay the work.
6,7 NBGS will provide, in advance to the BUYER, the necessary anchor bolts, templates,
and embeds in anticipation of the arrival of the balance of the tangible components of the
SYSTEM.
6.8 In addition to the foregoing, NBGS is responsible for the items listed and allocated to
NBGS in Exhibit" A", "B", and "D" of this Agreement.
7. Contract Price: Terms of Pavrnent. BUYER will pay NBGS the contract price of US. One
million five hundred sixty six thousand four hundred seventy one dollars and nollOO, (U.S. $
1,566,471.00) in accordance with the terms hereof, subject to adjustments as elsewhere
provided in this Agreement. Payment of the contract price will be in progress payments as set
forth below:
BUYER will pay a deposit of $ 525,000.00 on or before November 25, 1997.
BUYER will pay the sum of $ 200,000.00 on or before January 10, 1998.
BUYER will pay the sum of $ 200,000.00 on or before February 10, 1998
BUYER wiH pay the sum of $ 200,000.00 on or before March 10, 1998.
BUYER will pay the sum of $ 100,000.00 on or before April 10, 1998.
BUYER will pay the sum of $ 141,471.00 upon commissioning of the SYSTEM.
The balance of the contract price, being $200,000.00, will be paid by May 31, 1998 or at the
time of commissioning, whichever comes first. The parties acknowledge that commercial use
of the SYSTEM is equivalent to acceptance of commissioning. NBGS acknowledges that full
payment of the contract price does not release NBGS from responsibility for the specified
services it agrees to provide as set out in this Agreement, but no refund is due if performance
of such services is not due to NBGS' s neglience, act, or omission.
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Included in the contract price specified above is an allowance of$ 105,000.00 to be used for
fees for equipment rental and temporary utilities and a separate allowance of$ 100,000.00 to
be used for the manufacture and installation of a conveyor, It is understood by both parties
that if the allowance figures above exceed the amount listed, a change order will be written to
cover the excess in NBGS' s costs.
8 BUYER's OblÌ1~ations, BUYER agrees to perform the following obligations, the timely
performance of which the parties agree is required for the performance ofNBGS obligations,
8.1 BUYER must provide the deposit prior to November 25, 1997. Failure to provide the
required deposit br November 25, 1997 and other scheduled payments will excuse delays by
NBGS in manufacturing components of the SYSTEM and consequently late delivery of the
SYSTEM to the job site,
8.2 BUYER must provide NBGS with a detailed schedule of construction, which specifically
addresses the scheduling of involvement of NBGS in the completion of the facility. BUYER
must provide to NBGS with the name of the job foreman in advance of NBGS's arrival. Upon
arrival, the NBGS job superintendent and the BUYER's job foreman will plan the project as per
the scope as listed in Exhibit liD" of this Agreement.
8.3 BUYER is responsible, at its sole cost, for the construction, design, supply, and
installation of all site work, buildings, pools, decks, foundations, footings, filtration equipment,
chlorination equipment, pump rooms, plumbing services and/or piping of any kind, electrical
services and/or materials of any kind, painting services of any kind, and any other items not
specifically listed in this Agreement and delegated to NBGS. In connection with that obligation,
BUYER agrees to provide at BUYER's sole cost and expense the appropriate number of
qualified workmen and supervisors necessary for the timely installation and erection of the
Buyer's scope of work for the SYSTEM as described in 8.5 of this Agreement.
8.4 BUYER must obtain and pay for, at the sole cost of the BUYER, all building permits,
licenses, duties, tariffs, taxes, and submissions as required by authorities having jurisdiction over
the work.
8.5 BUYER must, prior to the NBGS arrival, prepare and complete the foundations and/or
foundation footings, sonotube concrete columns, special platforms, pump rooms, 'plumbing,
pools, electrical, and other necessary fabrications and services necessary for the installation of
the SYSTEM. BUYER must also, prior to NBGS's arrival, supply NBGS with an as-built
survey of the center point and elevations of the ride supports. If it is found that the as-built
conditions do not match the design, the BUYER shall correct the support locations prior to
arrival of NBGS's installation crew.
8.6 BUYER must provide upon arrival, at its sole cost, adequate numbers of qualified
manpower and equipment to unload the SYSTEM as defined by NBGS, BUYER must also
provide, at its sole cost, for the safety and storage of the SYSTEM at all times after it has been
delivered.
8 7 BUYER agrees to exercise best efforts to enable NBGS to perform the work required of
it under this Agreement in the best way and most expeditious manner by furnishing and
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approvmg m a timely way information required by NBGS in accordance with the contract
documents.
8.8 BUYER must provide to the NBGS advisors at BUYER's sole cost and expense (i) a
safe and adequate construction site environment and conditions and (ii) offices, supplies and
equipment reasonably necessary for performance of their duties.
8.9 In addition to the foregoing, BUYER is responsible for the items listed and allocated to
BUYER in Exhibit "A", "B", and "D" of this Agreement.
9. Shippin2 and Commissionin2.
9.1 On or before March 9, 1998, NBGS will deliver the SYSTKM to the job site.
9.2 On or before May 1, 1998, NBGS will commission the SYSTEM, subject to the
Owner's completion of their scope of work and the completion of the necessary intfastructure.
10. Chan2e Orders. Changes in this Agreement may be accomplished by change order without
invalidating this Agreement. A change order will be based upon agreement between the parties
and any changes in the Agreement or scope of work or other obligation of either party must be
performed under applicable provisions of the contract documents, unless otherwise provided in
the change order. A change order is a written instrument signed by the parties stating their
agreement upon (i) a change in the scope of work or any parties obligations under this
Agreement, (ii) the amount of the adjustment in the contract price, if any; and (iii) the extent of
the adjustment in the time of performance of obligations, if any.
11. Patent or Copyri2ht Infrin2ement Claims. NBGS will defend suits or claims for infringement
of it's patent rights and copyrights and will hold BUYER harmless from loss on account thereof,
but NBGS will not be responsible for such defense or loss when a particular design, process or
product of a particular manufacturer, other than NBGS, is required by the contract documents
or the BUYER or with respect to claims of violation of intellectual property rights under the
laws or rules of countries other than the United States. The provisions of this Section apply
only with respect to the SYSTEl\-'1 components designed by NBGS and installed at ''North
Richland Hills Waterpark".
12. Indemnification.
12.1 NBGS will indemnify and hold harmless the BUYER from and against claims, damages,
losses and expenses, including attorney's fees, arising out of or resulting from the design or
manufacture of the SYSTEM. This indemnity of NBGS does not extend to any liability, loss,
damage, penalty, cost, or expense or for claims for personal injury, death or property damage
caused by, due to or relating in any way to the BUYER's obligations under this Agreement or
the negligent acts or omissions of parties other than NBGS.
12.2 BUYER will indemnify and hold harmless NBGS from and against claims, damages,
losses and expenses, including attorney's fees, arising out of or resulting from the use or
operation of the SYSTEl\-'1 or BUYER's or the owner's negligent acts or omissions in
connection with the installation or construction of the SYSTEM or because of the failure by
BUYER to perform any of its other obligations under this Agreement.
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13, Warrantv, NBGS provides a limited warranty of the SYSTEM on the terms and conditions set
forth in Exhibit "C" attached.
14. Force Maieure. If performance by either party of any term, condition or covenant in this
Agreement is delayed or prevented by any Act of God, strike, lock-out, shortage of labor or
material, restriction by any governmental authority, civil riot, flood, or any cause not within the
control of such party, the period for performance of the term, condition or covenant will be
extended for a period equal to the period the party is so delayed or prevented.
15. Arbitration, Any controversy or claim arising out of or relating to NBGS advice/supervision or
commissioning of the SYSTEl\'l under this Agreement must be determined by arbitration
administered by the American Arbitration Association under its International Arbitration Rules.
The arbitration proceedings must be conducted in San Antonio, Texas USA in the English
language. The arbitrator appointed to hear and decide disputes under this provision must be a
citizen of the United States of America.
16. General Provisions.
16.1 All payment(s) under this Agreement are due in New Braunfels, Comal County, Texas,
at the address of NBGS set forth on page 1 of this Agreement or as subsequently directed by
NBGS in writing. All payments outlined herein are payable in United States of America current
legal tender.
16.2 Attorney's Fees. Any party to this Agreement who is the prevailing party in any legal
proceeding against any other party brought under or in connection with this Agreement or the
subject matter hereof, shall be additionally entitled to recover court costs and reasonable
attorney fees, and all other litigation expenses, including deposition costs, travel and expert
witness fees from the non-prevailing party.
16.3 Binding Effect. This Agreement is binding upon and inures to the benefit of the parties
hereto and their respective successors and assigns.
16.4 Choice of Law. This Agreement is subject to and governed by the laws of the State of
Texas. Each party hereby submits to the jurisdiction of the state and federal courts in the State
of Texas anQ to venue in Comal County, Texas.
16.5 Counterparts. This Agreement may be executed in any' number of counterparts with
the same effect as if all signatory parties had signed the same document. All counterparts will be
construed together and constitute one and the same instrument.
16,6 Further Assurances. In connection with this Agreement as well as all transactions
contemplated by this Agreement, each signatory party hereto agrees to execute and deliver such
additional documents and instruments and to perform such additional acts as may be necessary
or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of
this Agreement and all such transactions.
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16.7 Indemnity for Breach. Each party hereby agrees to protect, indemnify and hold
harmless the other party fÌ"om and against any and all losses, costs (including, without limitation,
the costs of litigation and attorney's fees), claims, causes of action, damages and liabilities that
are attributable to the breach by the indemnifying party of any of the provisions of this
Agreement.
16.8 Legal Construction. In case anyone or more of the prOVISIons contained in this
Agreement is for any reason invalid, illegal or unenforceable in any respect, to the extent such
invalidity or unenforceability does not destroy the basis of the bargain among the parties, such
invalidity, illegality or unenforceability will not affect any other provision hereof and this
Agreement will be construed as if such invalid, illegal or unenforceable provision had never been
contained herein. Whenever required by the context, as used in this Agreement, the singular
number includes the plural and the neuter includes the masculine or feminine gender, and vice
versa, The Section headings appearing in this Agreement are for convenience of reference only
and are not intended, to any extent or for any purpose, to limit or define the text of any Section.
This Agreement may not be construed more or less favorably between the parties by reason of
authority or origin of language.
16.9 Notices. Any notice or communication required or permitted hereunder will be deemed
to be delivered, whether actually received or not, when deposited in the United States mail,
postage fully prepaid, registered or certified mail, and addressed to the intended recipient at the
address shown on the first page of this Agreement, and if not so shown, then at the last known
address according to the records of the party delivering the notice. Notice given in any other
manner is effective only if and when received by the addressee, Any address for notice may be
changed by written notice delivered as provided herein.
NEW BRAUNFELS GENERAL
STORE INTERNATIONAL, INe.
By:ft:LI~~~'
Name: H1frtffleZ-. ,JnfèlJRt::7...i-'S¡é..
,
Title: 9i2K/Df3'I T
NORTH RICHLAND HILLS
B~7.!-Y>£~~<--<.,,^.
Name: --ro ((J rn:: /?Jr 0 UJ (!
,
Title: ft1tf' "-lOr
I
"SELLER"
"BUYER"
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EXHmIT "A"
SYSTEM
Master Blaster ® Singleffandem Ride: (Straight Sections)
Master Blaster ® Singleffandem: (Radius sections)
Total ride length
792 Feet 241
374 Feet 114
1,166 Feet 355
Meters
Meters
Meters
I. DESIGN SERVICES TO INCLUDE:
Two (2) sets of drawings for the:
1) Slide path design.
2) Engineered structural support system.
3) Engineered foundations
4) Ride piping and pump requirement designs, and schematic
pump room and pool layout.
5) All other design will be the responsibility of Brinkley Sargent Architects.
Two (2) copies of Operation and Maintenance manuals.
Complete (1) year limited warranty of defects in workmanship and materials.
II. EQUIP~IENT MANUFACTURE AND SUPPLY
Waterslide: $539,388
Based on a preliminary design of 100% de-watered & contained, the Master
Blaster will include the following:
* Start tub, straight, convex, concave, radius, & nozzle sections.
* Stainless steel bolts, washers, nuts, & urethane caulking.
* Safety nets and frames for open flume sections..
Structure: $436,620
Based on a preliminary design with the finish being hot dipped galvanized
and a minimum fabrication time of eight weeks, the structure will include:
* Start tower with stairs and guardrails.
* Support columns, arms, & attachment brackets.
* Broom finished concrete stair treads.
* Anchor bolts & embeds.
* Note: Should Buyer require a shorter delivery time, add 20% to 40%.
Mechanical:
* Pump & motor only.
* Strainer Baskets.
* Start tub pump/motor only - no strainer basket supplied
* Stainless steel nozzle & spooler.
* Modicon PLC functioning as a pump sequencer.
* Zebec Rafts
Qty: 11 $60,375
Qty: 11 $23,659
Qty: 1 $3,750
Qty: 10 $ 28,000
Qty: 1 $875
Qty: 20 $ 14,000
NBGS\NRH Rev. 1.1
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{)
Controls: Qty: 13
* Motor controls will be a solid state reduced voltage
starter using motor circuit protector type circuit breaker,
control power transformer, bypass contactor, phase
loss/unbalance protector, door mounted reset button,
hand-off-auto selector switch, green and red start/stop
lights, ammeter, and a 21 position terminal block; housed
in a NEMA 4 enclosure.
* Motor control for the start tub pump will be hard start
across-the-line starters using 120V coil, heaters, start/stop
w/red- run and green-off pilot lights, voltmeter, non-fusible
disconnect; housed in a NEMA 4 enclosure.
* Note: Incoming power is to be 480 volt, 3-phase, 60 hertz.
All power distribution, equipment panel boards, switchgear, wiring,
emergency stops, and anything not specifically stated above will be
provided by others. The above motor controls are for budgetary
purposes only, motor control starter packages will be determined by
your local utility company.
ID. INST ALLA nON SERVICES
* Installation services consist of the erection of the slide support system,
start tower, and assembly of the fiberglass slide sections.
* Fine tuning, testing and safety certification will be provided at no charge
only if the slide is ready for operation during this period.
* Foundations, footings, and sonotube concrete columns.
IV. MISCELLANEOUS ITEMS
* Conveyor for the Zebec boats/rafts
* Equipment rental and temporary utilities,
* These miscellaneous items are allowances and will be billed to the BUYER
at manufactures invoice cost.
SUB TOTAL
FREIGHT
TOTAL BUDGETARY PRICE
NBGS\NRH.Rev 1.1
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$ 103,435
$134,900
Owner Provided
$100,000
$105.000
$1,550,002
$16.469
$1,566,471
!ò
OWNER'S RESPONSIBILITIES INCLUDE, BUT ARE NOT LIMITED, TO THE FOLLOWING:
· Any items not specifically stated above,
· Any & all building pennits, licenses, applicable taxes, duties, tariffs, & submissions as
required by authorities having jurisdiction over the work.
· Certified soils analysis and topographic survey.
· Temporary power, water and sanitary facilities.
· Temporary equipment storage and security.
· Sanitary sewer and/or storm sewer connections.
* Potential excavation interferences with existing plumbing, power, sewer, phone or other
utilities
* Provide unimpeded access to the site, from sun-up to sun-down, seven days per week.
* Footings, foundations, and sonotube columns.
* Electrical services and/or connections and/or materials of any kind.
* Plumbing services and/or piping of any kind.
· Painting services and/or materials of any kind.
· Site services, buildings, pump rooms, and filtration.
~
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EXHffilT "B"
SCOPE OF WORK
escnptlOn eSlgn anu acture nst atlon
Master Blaster® fiberglass, de-watering bags, NBGS NBGS NBGS
bolts, caulk, and safety netting.
Start tower, support columns, attachment NBGS NBGS NBGS
brackets, anchor bolts, and embeds, (BUYER to
install embeds in BUYER supplied foundations).
Master Blaster pumps and motors NBGS NBGS NBGS
Master Blaster start tub pump and motor NBGS NBGS NBGS
Master Blaster strainer baskets, no strainer basket NBGS NBGS NBGS
supplied with start tub pump.
Stainless steel nozzles and spoolers NBGS NBGS NBGS
Modicon PLC controller NBGS NBGS NBGS
Zebec boats/rafts NBGS NBGS NBGS
Master Blaster soft starters for Master Blaster NBGS NBGS BUYER
pumps.
Master Blaster start tub pump hard starter. NBGS NBGS BUYER
All other electrical to include, but not limited to BUYER BUYER BUYER
power distribution, distribution panels,
switchgear, wiring, emergency stops, etc...
Permits, ta.xes, and submissions as required by BUYER BUYER BUYER
authorities.
Certified soils analysis. BUYER BUYER BUYER
Temporary power, water, and sanitary facilities. BUYER BUYER BUYER
Temporary equipment storage. BUYER BUYER BUYER
Sanitary sewer and/or storm sewer connections. BUYER BUYER BUYER
Potential excavation interferences with existing BUYER BUYER BUYER
plumbing, power, sewer, phone, and other
utilities,
Footings, foundations, and sonotube columns as NBGS BUYER BUYER
design dictates. .
Electrical services and/or connections of any kind BUYER BUYER BUYER
with the exception of the pump motor starters.
Plumbing services and/or piping of any kind. BUYER BUYER BUYER
Painting services and/or materials of any kind. BUYER BUYER BUYER
Site services, buildings, pools, channels, pump BUYER BUYER BUYER
rooms, and filtration.
Any and all necessary equipment needed for the NBGS NBGS NBGS
installation including but not limited to cranes,
forklifls, handlifts, manlifts, compressors,
welders, etc... (Allowance Item)
Conveyor (Allowance Item). NBGS NBGS NBGS
Lighting, service drive, fencing, drainage, BUYER BUYER BUYER
sidewalks, planting, landscaping, and general
conditions.
D
D .
Supply &
M f
I all·
NBGS\NRHRev 1.1
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EXHmIT "C"
LIMITED WARRANTY
l\'lARCH 1, 1997
New Braunfels General Store Inc. (NBGS) offers the following limited warranty on products sold under this
agreement.
Concrete Modular Elements and Fiberglass products carry a one year limited warranty.
Foam elements, Foam Pads, and Pre-coated Foam carry a ninety day limited warranty.
NBGS expressly warrants (not otherwise) that should the product malfunction, cease to operate properly, or
break as a result of a defect in material or workmanship during the time specified from the date of this
sale, it will at its option:
1. Repair the product at the SELLER's regular place of business and restore it to good working
condition:
2. Repair the product at the installed location.
3. Or replace it entirely, solely at SELLER's cost.
All warranty items should be sent to SELLER freight prepaid. Warranty repairs will be returned
prepaid.
EXCLUSIONS FROM TillS WARRANTY. This warranty does not cover:
1. Problems caused from misuse or abuse of any kind by any party's wear and tear; resulting in
discoloration, peeling, cracking, or de-lamination, including damage due to shoes or pointed hard
objects.
2. Problems resulting in whole or part from alteration or modification of the product by any party,
IN NO CASE Wll..L THE COMPANY BE LIABLE FOR DAMAGE OR LOSS INCURRED
BECAUSE OF INTERRUPTION OF SERVICE OR FOR CONSEQUENTIAL DAMAGES that
may be claimed by BUYER except for those authorized by the Texas Business and Commerce Code.
No other express warranty is given 'by SELLER and no act, by words or action of any party of the
SELLER, shall constitute a warranty.
SELLER disclaims any warranty of fitness for any particular purpose whatsoever with respect to the
goods or products being sold under this agreement.
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vV
EXHmIT "D"
SCOPE OF WORK FOR NBGS's JOB SUPERINTENDANT
1. NBGS's Job Superintendent will schedule a meeting with the BUYER's job foreman,
who shall be fully authorized to act for the BUYER, immediately upon arrival at site to
insure the following conditions are met:
1. Scheduling of complete scope of NBGS's involvement as set forth in this Agreement.
2. Scheduling of manpower requirements needed by NBGS to perform the scope of work
required.
3. Scheduling of work days per week as set forth by BUYER, so both BUYER and NBGS
fully understand what a non-work day consist of.
4. Scheduling of tool and equipment requirements needed for the erection, assembly,
correction and installation of the SYSTEM.
5. Discussion of the daily job reports, change orders, and necessary reporting procedures.
2. NBGS's Job Superintendent will on a daily basis perfonn the following activities:
1. Complete the daily job report in regards to the hours worked by all NBGS employees
and submit to BUYER for BUYER's approval and signature. (This will insure the
BUYER will be abreast of all time spent).
2. Discuss any equipment, manpower, or other changes needed for the next work day.
3. Discuss and sign any necessary Change Orders.
4. Determine status and report progress upon previously determined Schedule of
Installation.
3. NBGS's Job Superintendent will perform the ¡mal close out as follows:
1. Upon notice of completion by the NBGS job superintendent, the BUYER's job
foreman will prepare a punch list of corrective items for NBGS to complete.
2. BUYER will sign off on the punch list and the final completion of the job.
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EXHmIT ItEIt
MANPOWER AND TIME CHARGES
Technical Advisors per day labor rate.
Technical Advisors hourly rate in excess often hours.
Supervisor per day per diem rate includes incidentals.
NBGS\NRHRev, 1,1
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$ 425.00
$ 42.50
$ 25.00
!ò
EXHffirr "F"
CONFIDENTIALITY Agreement
PARTIES
THIS Agreement is made on this -L day of ß (!t!i~ bt/ý , 19 Vbetween NEW BRAUNFELS
GENERAL STORE INTERNATIONAL, INC., (hereinafter referred to as "NBGS") whose
head office is located at 3150 IH 35 West, New Braunfels, Texas, USA, and The City of North
RicWand Hills, 7301 N.E. Loop 820, North Richland Hills, Texas 76180, (hereinafter referred to
as "BUYER"), and establishes the terms and conditions of a planned disclosure to BUYER of
confidential information ofNBGS.
TERMS AND CONDITIONS
1. The confidential information ofNBGS which is subject to this Agreement includes, but is not
limited to, any information relating to ideas, concepts, manufacturing or marketing techniques, know-
how, processes, formulas, costs, developments, experimental works, works in progress, trade secrets,
scripts, plots, characters or any other matters relating to the creations, technical information or business
ofNBGS, information acquired by you from NBGS employees or from inspection ofNBGS's property,
confidential information disclosed to NBGS by third parties; and all documents, things and record
bearing media disclosing or containing any of the foregoing information, including any materials
prepared by BUYER which contain or otherwise relate to such information, concerning NBGS's
intellectual, technical and commercial information.
2. BUYER agrees that all confidential information obtained from NBGS will be accepted in
confidence and maintained strictly confidential and shall not, without the prior written consent of
NBGS, be disclosed to others, copied, photographed, reproduced or transcribed in any manner
whatsoever, in whole or in part.
3. BUYER agrees that it will not reveal the confidential information obtained from NBGS to
others, except to the extent that it is necessary to disclose such information to its representatives and
employees having a need to know such information for the sole purpose of evaluating a possible
transaction, or carrying out an agreed upon activity, between BUYER and NBGS. BUYER further
agrees that all such representatives,and employees shall be informed by BUYER of the confidential
nature of such infoI11J.ation and shall agree to be bound by the terms and conditions of this Agr.eement
prior to receiving such information. No other use or disclosure ofNBGS's confidential information
shall be made by BUYER without the prior written consent ofNBGS.
4, Upon NBGS's request, BUYER agrees to return all confidential information and all documents
and things connected with or related to such information, without retaining any copies. In addition,
BUYER agrees that all plans, drawings, specifications, ideas, concepts, models, studies, documents,
things or other tangible work product produced by BUYER in connection with its use ofNBGS's
confidential information pursuant to this Agreement, whether created by BUYER, its representatives or
employees, shall be and remain the property ofNBGS and shall be kept confidential by BUYER subject
to the terms of this Agreement. NBGS shall retain all manufacturing rights to all designs and inventions
developed by either party under the terms of this Agreement.
NBGS\NRH.Rev.1.1
Page 14
5. BUYER agrees that any suggestions, ideas, information, documents or things which it discloses
to NBGS shall not be subject to an obligation of confidentiality by NBGS, and NBGS shall not be liable
for any use or disclosure thereof, unless there is a prior written Agreement to the contrary between the
parties.
6, It is understood by the parties that the confidential information disclosed by NBGS to BUYER
shall not subject to this Agreement if such information is:
a. In the public domain; or
b. Known to BUYER prior to disclosure by NBGS, and BUYER can establish such prior
knowledge by competent documentation; or
c. Disclosed to BUYER by a third party subsequent to disclosure by NBGS, and
such disclosure by the third party is not in violation of any confidentiality
Agreement or obligation to NBGS.
7. It is agreed that all reasonable precautions shall be taken by BUYER to insure compliance with
the terms and conditions of this Agreement.
8. It is expressly understood and agreed to by BUYER that the disclosure by NBGS is not a public
use or disclosure, or sale or offer for sale, of any NBGS product, equipment, process or service.
9. This Agreement sets forth the entire understanding of all parties and cannot be changed or
modified, except in writing, and with the written approval and acceptance of all parties hereto.
10. Any signatory to tlÜs Agreement who is the prevailing party in any legal proceeding against any
other signatory brought under or with relation to this Agreement or transaction shall be additionally
entitled to recover court costs and reasonable attorney's fees rrom the non-prevailing party.
11. Payment on this contract is due in New Braunfels, Comal County, Texas. In the event of a
dispute, this contract shall be adjudicated under Texas law. All payments outlined herein are payable in
United States of America current legal tender.
The parties accept this Agr~ement and sign in duplicate on this the /
1 g:;¡ 1
day of /Jf(-'¿7 (J1 hf r ,
APPRO~D AND AG~RE, D T~O: .
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B . -~?~.~ '
Printed Name: . /Yl '-l /3 row i7
1
NBGS\NRHRev 1,1
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