HomeMy WebLinkAboutContract 63699CSC No. 63699
FORT WORTH,
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, acting by
and through its duly authorized Assistant City Manager, and Happy Playgrounds, LLC ("Vendor"), a
Oklahoma and Limited Liability Corporation and acting by and through its duly authorized
representative, each individually referred to as a "party" and collectively referred to as the "parties."
1. Scope of Services. Installation of a Shade Structure in Fire Station Skate Plaza
("Services"), which are set forth in more detail in Exhibit A, attached hereto and incorporated herein for all
purposes.
2. Term. The initial term of this Agreement is for 1 year(s), beginning on the date that this
Agreement is executed by the City's Assistant City Manager ("Effective Date"), unless terminated earlier
in accordance with this Agreement ("Initial Term"). City will have the option, in its sole discretion, to
renew this Agreement under the same terms and conditions, for up to 0 one-year renewal option(s) (each a
"Renewal Term").
3. Compensation.
3.1 Total compensation under this Agreement will not exceed Thirty -Four Thousand
One Hundred Twenty -Six Dollars and Zero Cents. ($34,126.00).
3.2 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251
of the Texas Government Code) and provisions of this Agreement, including Exhibit B,
which is attached hereto and incorporated herein for all purposes.
3.3 Vendor will not perform any additional services or bill for expenses incurred for
City not specified by this Agreement unless City requests and approves in writing the
additional costs for such services. City will not be liable for any additional expenses of
Vendor not specified by this Agreement unless City first approves such expenses in
writing.
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement will terminate on the last day of the fiscal period for which
OFFICIAL RECORD
Vendor Services Agreement CITY SECRETARY page 1 of 12
FT. WORTH, TX
appropriations were received without penalty or expense to City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to
the effective date of termination and Vendor will continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor will provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
Vendor will return all City provided data to City in a machine readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and employees,
agrees that it will treat all information provided to it by City ("City Information") as confidential
and will not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Confidential or Proprietary,
City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure
manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor must notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised, in which event,
Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Right to Audit. Vendor agrees that City will, until the expiration of three (3) years after
final payment under this Agreement, or the final conclusion of any audit commenced during the said three
years, have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records, including, but not limited to, all electronic records, of Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during
normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City will give Vendor
reasonable advance notice of intended audits.
Independent Contractor. It is expressly understood and agreed that Vendor will operate
Vendor Services Agreement Page 2 of 12
as an independent contractor as to all rights, privileges, and work performed under this Agreement, and not
as agent, representative or employee of the City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations
and activities and shall be solely responsible for the acts and omissions of its officers, agents, servants,
employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
will not apply as between the City, its officers, agents, servants and employees, and Vendor, its officers,
agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will
be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City will in no way be considered a Co -employer or a Joint employer of Vendor or any
officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers,
agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment
benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on
behalf of itself, and any of its officers, agents, servants, employees, or contractors.
Liabilitv and Indemnification.
8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY,
INCL UDING, B UT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, OF ANY
KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED
BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL
MISCONDUCT OF VENDOR, ITS OFFICERS, REPRESENTATIVES, AGENTS,
SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS,
AGENTS, REPRESENTATIVES, SERVANTS, AND EMPLOYEES, FROM AND AGAINST
ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER
REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING
ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST
PROFITS) AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO
ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS
OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, REPRESNTATIVES,
SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of the software or documentation in accordance with this Agreement,
it being understood that this agreement to defend, settle or pay will not apply if City modifies
or misuses the software and/or documentation. So long as Vendor bears the cost and expense
of payment for claims or actions against City pursuant to this section, Vendor will have the
right to conduct the defense of any such claim or action and all negotiations for its settlement
or compromise and to settle or compromise any such claim; however, City will have the right
to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to
protect City's interest, and City agrees to cooperate with Vendor in doing so. In the event
City, for whatever reason, assumes the responsibility for payment of costs and expenses for
any claim or action brought against City for infringement arising under this Agreement, City
will have the sole right to conduct the defense of any such claim or action and all negotiations
for its settlement or compromise and to settle or compromise any such claim; however,
Vendor Services Agreement Page 3 of 12
Vendor will fully participate and cooperate with City in defense of such claim or action.
City agrees to give Vendor timely written notice of any such claim or action, with copies of
all papers City may receive relating thereto. Notwithstanding the foregoing, City's
assumption of payment of costs or expenses will not eliminate Vendor's duty to indemnify
City under this Agreement. If the software and/or documentation or any part thereof is held
to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or
compromise, such use is materially adversely restricted, Vendor will, at its own expense and
as City's sole remedy, either: (a) procure for City the right to continue to use the software
and/or documentation; or (b) modify the software and/or documentation to make it non -
infringing, provided that such modification does not materially adversely affect
City's authorized use of the software and/or documentation; or (c) replace the software and
documentation with equally suitable, compatible, and functionally equivalent non -infringing
software and documentation at no additional charge to City; or (d) if none of the foregoing
alternatives is reasonably available to Vendor terminate this Agreement, and refund all
amounts paid to Vendor by City, subsequent to which termination City may seek any and all
remedies available to City under law.
Assignment and Subcontracting.
9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee will execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date
of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any Services pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle" will be any vehicle owned, hired and non -owned.
Vendor Services Agreement Page 4 of 12
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are being performed
Employers' liability
$100,000 -
Bodily Injury by accident; each accident/occurrence
$100,000 -
Bodily Injury by disease; each employee
$500,000 -
Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions): ❑ Applicable ❑ N/A
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage must be claims -made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance must be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees, officers, officials, agents, and volunteers in respect to
the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City. Ten (10) days' notice will be
acceptable in the event of non-payment of premium. Notice must be sent to the
City in accordance with the notice provision of this Agreement.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII
in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required, written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
Vendor Services Agreement Page 5 of 12
11. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state and local laws,
ordinances, rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist
from and correct the violation.
12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the
performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or
employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM
ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT
BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement will be
conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or (3) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
To CITY:
City of Fort Worth
Attn: Assistant City Manager
100 Fort Worth Trail
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office at
same address
To VENDOR:
Happy Playgrounds
Kelli Collins Managing Member
8601 S Oxford Avenue
Tulsa, OK 74137
Facsimile: 918-691-8245
14. Solicitation of Emplovees. Neither City nor Vendor will, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
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17. Governing Law / Venue. This Agreement will be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired.
19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public
enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems; restraints or prohibitions by any court, board, department, commission, or agency
of the United States or of any States; civil disturbances; other national or regional emergencies; or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Parry's performance, as soon as reasonably possible after the occurrence of the Force Majeure
Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope
of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this
Agreement or Exhibits A and B.
22. Amendments / Modifications / Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute
one and the same instrument.
24. Warranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
option, Vendor will either (a) use commercially reasonable efforts to re -perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
25. Immigration and Nationalitv Act. Vendor must verify the identity and employment
eligibility of its employees who perform work under this Agreement, including completing the Employment
Vendor Services Agreement Page 7 of 12
Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must adhere to all federal and state laws and establish appropriate procedures and
controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement
for violations of this provision by Vendor.
26. Ownership of Work Product. City will be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation that are created, published, displayed, or produced in
conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City
will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work -made -
for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright
Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in
and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim, lien for balance due, or rights of retention thereto on the part of City.
27. Signature Authoritv. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective parry, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
28. Change in Companv Name or Ownership. Vendor must notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
29. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1) does
not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel"
and "company" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code.
To the extent that Chapter 2271 of the Government Code is applicable to this Agreement, by signing
this Agreement, Vendor certifies that Vendor's signature provides written verification to the City
that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
Agreement.
Vendor Services Agreement Page 8 of 12
30. Prohibition on Bovcotting Energv Companies. If Vendor has fewer than 10 employees
or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that, in
accordance with Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a
contract for goods or services unless the contract contains a written verification from the company that it:
(1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the
contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms
by Chapter 2274 of the Texas Government Code. To the extent that Chapter 2274 of the Government
Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's
signature provides written verification to the City that Vendor: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of this Agreement.
31. Prohibition on Discrimination Against Firearm and Ammunition Industries. If
Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not
apply. Vendor acknowledges in accordance with Chapter 2274 of the Texas Government Code, the City is
prohibited from entering into a contract for goods or services unless the contract contains a written
verification from the company that it: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the
term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm
entity" and "firearm trade association" have the meaning ascribed to those terms in Chapter 2274 of the
Texas Government Code. To the extent that Chapter 2274 of the Government Code is applicable to
this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written
verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
against a firearm entity or firearm trade association during the term of this Agreement.
32. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions
(e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via
software such as Adobe Sign.
33. Entirety of Agreement. This Agreement contains the entire understanding and agreement
between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
(signature page follows)
Vendor Services Agreement Page 9 of 12
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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EXHIBIT A
SCOPE OF SERVICES
PROJECT DESCRIPTION
Fire Station Park— is a skate plaza uniquely designed to capture the essence of bustling
city plaza. It serves the ultimate destination for urban recreation and community
connection in the Near Southside Community of Fort Worth.
The Park & Recreation Department is asking a qualified firm to install a shade structure on
the existing skateboard ramp to provide much needed shade on site.
SERVICES OVERVIEW
The professional services provided by the CONSULTANT shall include the following items:
1. Coordination/Management/Communication
2. Installation of Shade Structure as per Specifications
Vendor Services Agreement Page 11 of 12
EXHIBIT B
PAYMENT SCHEDULE
The City will pay the Vendor a total amount of up to Thirty -Four Thousand a Hundred and
Twenty -Six Dollars and Zero Cents ($34,126.00) for goods and services received.
The vendor may bill by component as services are received and/or goods are delivered. The
Vendor must provide the City with an invoice summarizing (i) the good(s) delivered, (ii) the
service(s) received, (iii) the amount being requested for payment, and (iv) listing the purchase
order number on the invoice. If the City requires additional reasonable information, it will
request the same promptly after receiving the above information, and the Vendor must provide
such additional reasonable information to the extent the same is available. Invoices must be
submitted to the City of Fort Worth by email at Supplierinvoices(a)fortworthtexas.aov or by mail
to Attn: Accounts Payable, 200 Texas Street, Fort Worth, Texas 76102.
Vendor Services Agreement Page 12 of 12
Happy Playgrounds
Play, World, Play!
City of Fort Worth
Fire Station Skate Park
Shade Project 2025
In This Document:
- Requested Alternate Quote
6-Post HIP -Joined
- Shade Structure Top View
- Shade Structure Technicals
- Color Options
- Warranty
- About Us
Happy Playgrounds, LLC
8601 South Oxford Avenue
Tulsa, OK 74137
(918)851-9518
justin.mcelhany@happyplaygrounds.com
City of Fort Worth
Attention: Bethany Grissom
100 Fort Worth Trail
Forth Worth, TX 76102
E%MW
Happy Playgrounds
Play, World, Play!
Certified Woman Owned Small Business
Native American Owned:
TERO and CESO certified
Quote #
Quote Date
Quote Amount
Item
Quantity
UOM
Description Color
SHADE
1.0
EA
6 POST HIP JOINED LENGTH 34 FT 0 IN x
STRUCTURE 1
WIDTH 63 FT 0 IN BY 12 FT 0 IN ENTRY
ENGINEERING
1.0
EA
ENGINEERED DRAWINGS REQUIRED FOR
CUSTOM STRUCTURE
FREIGHT
1.0
EA
DELIVERY OF SHADE STRUCTURE
LABOR
1.0
EA
INSTALLATION OF SHADE STRUCTURES
1.0
EA
PAYMENT & PERFORMANCE BOND
Sub Total
Tax
Quote Amount
7/15/2025
Signature/Date
Thank you for doing business with
Happy Playgrounds, LLC
Notes:
HIP -JOINED OPTION
5886-2
06-23-2025
$34,126.00
Unit Price Total
$22,600.00 $22,600.00
$675.00 $675.00
$950.00
$950.00
$9,400.00
$9,400.00
$501.00
$501.00
$34,126.00
$0.00
$34,126.00
Receipt & Storage of Product: Unless agreed upon ahead of time, the customer is responsible for unloading product from the
truck and checking the bill of lading for missing equipment and/or damages. Please check
deliveries carefully. Anything missing or damaged should be noted on the bill of lading when
signing for the shipment. Photographs of damaged equipment should be taken and forwarded to
us.
Installation: Our installation prices are based upon the site being graded and ready for the equipment, with no
large rocks that may interfere with drilling the foundation. If large rocks or other obstacles are
found which were unanticipated, there may be additional costs involved. We will notify the owner
before proceeding.
Happy Playgrounds, LLC
www.happyplaygrounds.com
page 1 of 1
ygrounds
Play, World, Flay!
Top View
CD
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I
34'-Ovv
34'-pll
I* USASHADE"
Shade Structure Proposal
611912025
Pricing Valid for 15 Days
Project Information:
Purchaser:
Sales I
HAPPY PLAYGROUNDS, Contact: Collins, Kelli Sales
LLC Rep:
Project
Fire Station Skate Park Phone: (918) 851-9518 Phone:
Name:
Quote No:
TX0525SA22133-RO Email: Kelli.Collins@HappyPI Email:
avarounds.com
Name:
HAPPY PLAYGROUNDS,
Name:
Name:
LLC
Address:
8601 S Oxford Avenue
Address:
Address:
City:
Tulsa
City: Fort Worth
City:
State:
OK
State: TX
State:
Zip Code:
74137
Zip
Zip
Code:
Code:
Contact:
Collins, Kelli
Contact:
Contact:
Email:
Kelli.Collins@HappyPlayg
Email:
Email:
rounds.com
Phone:
(918) 851-9518
Phone:
Phone:
CORPORATE ADDRESS:
2580 Esters Blvd., Suite 100 DFW
Airport, TX 75261
SOUTHERN CALIFORNIA:
1085 N. Main Street, Suite C
Orange, CA 92867
MAILING ADDRESS:
P.O. Box 3467 Coppel, TX 75019
ARIZONA:
2415 S. 18th Place
Phoenix, AZ 85024
Arce, Selina
Selina.Arce@PlayPower.
com
Fort Worth
TX
REMITTANCE ADDRESS:
P.O. Box 734158 Dallas, TX 75373-
4158
LAS VEGAS:
3111 So. Valley View Blvd. Suite B-117
Las Vegas, NV 89102
NOTE: This message is intended only for the use of the individual to whom it is addressed, and contains
information that is privileged, confidential, and exempt from disclosure under applicable law. If you are not the
intended recipient, or the employee or agent responsible for delivering this message to the intended recipient, you
are hereby notified that any unauthorized disclosure, distribution, or copying of this communication is strictly
prohibited. If you have received this communication in error, please notify us immediately by phone and return the
original message to the applicable address above.
www.usa-shade.com 800-966-5005
AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR: 1000003533
34'x63' Custom Joined HIP
Custom 1
USASHADE
34'x63' 1 12'
TBD
TBD
Excluded
1
-Color.•-
TBD
TBD
Galvanized
Footing Type
Mounting.
Bolts
Drilled Pier
Recessed Base
Included
Plate
Payment terms subject to credit evaluation and approval
ENGINEERING REQUIREMENTS
Building Code
Wind Loads Snow Loads
Verify
115 5
ENGINEERING NOTES
•
Estimated Footing Size: 2' - 8'
SCOPEOF
•- •
INCLUSIONSEXCLUSIONS
INCLUDED/
. ..
. - -
REQUIREMENTSEXCLUDED
Included
Sealed Drawings &
Excluded
Prevailing Wage / Certified Payroll
Calculations
Excluded
Permit Submittal
Excluded
Union Wages
Excluded
Permit Fee
Excluded
Fencing
Excluded
DSA Submittal & Fees
Excluded
Water and Electrical
Included
Design and Engineering of
Excluded
Landscape Repair
Structure
Included
Design and Engineering of
Excluded
Demolition (Existing Structures)
Foundation
Reactions and Loads for
Excluded
attachment to Walls, Rooftops,
Excluded
Payment and Performance Bonds
or Other
Excluded
Foundation Location and
Excluded
Special Inspection Fees
Elevation Survey
www.usa-shade.com 800-966-5005
AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR: 1000003533
ygrounds
Play, World, Flay!
Color Options
11111. -_
WHITE SILVER
SHADE 57% SHADE 88%
UV 86 % UV 93 %
NAVY BLUE TURQUOISE RAINFOREST DESERT SAND BLACK
SHADE 90% SHADE 83% SHADE 89% SHADE 80% SHADE 95%
UV 94 % UV 92 % UV 96 % UV 92 % UV 96 %
Lead & Phthalate Free*
SUNFLOWER TERRACOTTA ARIZONA
YELLOW SHADE 84% SHADE 86%
SHADE 70% UV 90% UV 91 %
U V 94 %
ATOMIC RED MULBERRY ELECTRIC ZESTY LIME CINNAMON OLIVE CHOCOLATE
ORANGE SHADE 91 % SHADE 90% PURPLE SHADE 83% SHADE 88% SHADE 93% SHADE 92%
SHADE 82 % UV 92 % UV 91 % SHADE 84 % UV 92 % UV 93 % UV 97 % UV 93
UV 94% UV 90%
Our fabrics carry a 10-year limited manufacturer's warranty from the date of installation against failure from significant fading, deterioration,
breakdown, mildew, outdoor heat, cold, or discoloration, with the exceptions of Sunflower Yellow, Atomic Orange, Red, Mulberry, Electric
Purple, Zesty Lime, Cinnamon, Olive, and Chocolate which carry a 5-year pro -rated warranty. Coolbrella shade structure fabrics carry a
3-year warranty. Should the fabric need to be replaced under the warranty, USA SHADE will manufacture and ship a new replacement
fabric at no charge for the first six years, thereafter pro -rated at 20% per year over the last four years.
ShadesureT" Red does not pass CPSC-CH-E1002-08.1. Contact your rep for more details. 1
AW
n
INTERNATIONAL NFPA
INTERNATIONAL
USASHADE
Standards World -de
Test Method 1
ASTM E84 Test
Test Metheth od 2
w4k4 & Fabric Structures,
Corporate Headquarters
West Coast Office Southeast Office
DFW International Commerce Park
PH: 714.4276981 PH: 214.905.9500
2580 Esters Blvd, Suite 100
DFW Airport, Texas 75261
www.usa-shade.com
PH:214.905.9500
TF: 800.966.5005
Copyright K 2019 by Shade Structures, Inc. All rights reserved
PYTAhDA DA 161AVI P
FADE SCRATCH AXIMU
RESISTANT RESISTANT ADHESION
BLACK
115618BLK
COBALT
115618CBB
BLUE
115618BLU
RED YELLOW DARK BROWN LIGHT IVORY WHITE
115618RED 115618YLW 115618DBW 115893 115618WHT
FOREST GREEN
115618FRG
TELE-GRAY
115892
Powder coating provides maximum adhesion, UV protection and fade resistance. Available in a wide range of colors, this coating
has higher surface hardness/scratch resistance than common liquid paints.
Powder coat colors may vary slightly based on the media of which flyer is printed out on or distributed as PDF.
USASHADE
W444 & Fabric Structures, Corporate Headquarters West Coast Office Southeast Office
DFW International Commerce Park PH: 714.4276981 PH: 214.905.9500
2580 Esters Blvd, Suite 100
DFW Airport, Texas 75261
www.usa-shade.com PH:214.905.9500
TF: 800.966.5005 Copyright K 2019 by Shade Structures, Inc. All rights reserved
ygrounds
Play, World, Flay!
Warranty
USASHADE
Return Policv for USA Shade: At USA Shade, we strive to provide high -quality shade structures that are built to order
and tailored to meet the unique needs of our customers. Due to the nature of our business and the customization
involved, we have implemented the following return policy:
1.No Cancellations or Changes: Once an order has been released for production, we cannot accept any cancellations
or changes to the order. It is crucial for customers to review their order details carefully before finalizing the purchase.
2.No Returns: Due to the customized nature of our shade structures, we do not accept returns. Once the order has been
delivered and installed, it is considered a final sale. We encourage customers to thoroughly assess their requirements
and specifications before ordering.
3.Product Quality Assurance: We take pride in delivering high -quality shade structures that meet industry standards.
Our products undergo rigorous quality control measures to ensure they meet or exceed customer expectations. In the
unlikely event that there is a manufacturing defect or an issue with the product, please get in touch with our customer
service department immediately for assistance.
4. Warranty Coverage: Our shade structures are backed by a warranty against manufacturing defects or material faults.
If you encounter any issues the warranty covers, please take a look at our warranty policy for more instructions on how to
proceed.
5. Customer Support: We are committed to providing excellent customer service throughout your purchasing journey. If
you have any questions or concerns or need help with your order, our dedicated customer support team is here to help.
Don't hesitate to contact us via phone, email, or our website's contact form, and we will gladly assist you.
It is essential for customers to understand and acknowledge these terms and conditions before placing an order with USA
Shade. Customers agree to abide by this return policy by proceeding with a purchase.
Indemnification: To the fullest extent permitted by law, Purchaser shall indemnify, defend, and hold harmless the
Company and its consultants, agents, and employees or any of them from and against claims, damages, losses and
expenses, including, but not limited to, attorneys' fees related to the installation of the Structure or performance of the
services, provided that such claim, damage, loss, or expense is attributable to bodily injury to, sickness, disease, or death
of a person, or to injury to or destruction of tangible property, but only to the extent caused by the negligent acts or
omissions of the Purchaser or its agents, employees, or subcontractors, or anyone directly or indirectly employed by them
or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused
in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights
or obligations of indemnity that would otherwise exist as to a party or person described in Section 15.
Statement of Limited Warrantv:
The structural integrity of all supplied steel is warranted for ten years.
If assembly is provided by the Company, workmanship of the structure is covered for one year, including labor for the
removal of any failed part, disassembly (if necessary), cost of shipping, and reassembly.
All steel surface finishes are warranted for one year.
Shadesure TM, Colourshade® FR, eXtreme 32TM, Commercial 95TM, SaFRshadeTM, and Monotec 370TM fabrics all carry a
ten year limited manufacturer's warranty against failure from significant fading, deterioration, breakdown, outdoor heat,
cold, or discoloration. Should the fabric need to be replaced under the warranty, the Company will manufacture and ship a
new replacement fabric at no charge for the first six years, thereafter pro -rated at 20% per year over the remaining four
years. The following are exceptions to the preceding warranty terms:
ShadesureTM fabrics in Red, Yellow, Atomic Orange, Electric Purple, Zesty Lime, Cinnamon, Olive, and Mulberry carry a
five-year pro -rated warranty;
Individual fabric tops measuring greater than 40' in length are covered by a non -prorated five-year warranty.
General Limited Warrantv Terms and Conditions
These limited warranties are effective from the date of sale, or, if assembly is provided by the Company, upon receipt by
Company from Purchaser of a completed and signed "Customer Checklist and Sign -off" form.
www.usa-shade.com 1 800-966-5005
Page 6 of 8
Statement of Limited Warranty
• The structural integrity of all supplied steel is warrantied for ten years.
• If assembly is provided by the Company, workmanship covering the labor for the removal, assembly and cost of
shipping will be covered for one year.
• All steel surface finishes are warrantied for one year.
• Serge Ferrari Precontraint PVC fabric materials carry a manufacturer's 10-year pass through limited warranty. Please
refer to the attached document for warranty details.
General Limited Warranty Terms and Conditions
• These limited warranties are effective from the date of sale, or, if installation is provided by the
Company, upon date of completed installation.
• At its sole discretion, the Company will repair and or/replace defective structures, products or
workmanship, or refund that portion of the price related to the defective product, labor or service
rendered.
• The Company reserves the right, in cases where certain fabric colors have been discontinued, to
offer the Purchaser or Owner a choice of available alternative colors to replace the warranted
fabric. The Company does not warranty that any particular color will be available for any period of
time, and reserves the right to discontinue any color for any reason, without recourse by the
Purchaser or Owner of the continued fabric color.
• Should the Purchaser or Owner sell the structures to another party, the warranty cannot be
transferred to the new owner without a complete and thorough on -site inspection performed by a
Company representative. Please contact the company at warranty@usa-shade.com for more
details.
• All warranty claims covering Company supplied structures, products and services must be
submitted by Purchaser or Owner in writing to the Company within ten days from the date of
discovery of the alleged defect and must include a detailed description and photographs of the
alleged defect or problem. Warranty claims should be submitted by email to: warranty@usa-
shade.com.
• Purchaser or Owner agrees that venue for any court action to enforce these limited warranties shall
be in the City or County of Dallas in the State of Texas, USA.
• These limited warranties are void if:
o the supplied structures, products, services and/or labor are not paid for in full;
the structures are not assembled in strict compliance with USA SHADE specifications when installation is
not performed by USA SHADE;
o any changes, modifications, additions or attachments are made to the structures in any way, without prior
written approval from the Company and unless specifically engineered by the Company.
• These limited warranties do not cover defects and/or damages caused by: o normal wear and tear;
o misuse, willful or intentional damage, vandalism, contact with chemicals, cuts and Acts of God (i.e.
tornado, hurricane, micro/macros burst, earthquake, wildfires, etc.);
o ice, snow or wind loads in excess of the designed load parameters engineered for the supplied structures;
o use, maintenance, neglect, repair and/or service inconsistent with the Operation and Maintenance
Manual.
• The limited warranties explicitly exclude:
o workmanship related to assembly not provided by the Company or its agents;
o fabric curtains, valances and flat vertical panels;
o fabric canopies installed on structures that were not engineered and originally supplied by the Company;
o Normal variations in the appearance of galvanized steel.
THE COMPANY SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, LIQUIDATED, EXEMPLARY, OR PUNITIVE
DAMAGES, OR ANY LOSS OF REVENUE, PROFIT, USE OR GOODWILL, WHETHER BASED UPON CONTRACT, TORT (INCLUDING
NEGLIGENCE), OR ANY OTHER LEGAL THEORY, ARISING OUT OF A BREACH OF THIS WARRANTY OR IN CONNECTION WITH THE
SALE, INSTALLATION, MAINTENANCE, USE, OPERATION OR REPAIR OF ANY PRODUCT OR SERVICE. IN NO EVENT WILL THE
COMPANY BE LIABLE FOR ANY AMOUNT GREATER THAN THE PURCHASE PRICE FOR ANY PRODUCT OR SERVICE PROVIDED BY THE
COMPANY.
THE FOREGOING LIMITED WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY FOR THE COMPANY'S PRODUCTS AND SERVICES,
AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, IN LAW OR IN FACT. SELLER SPECIFICALLY DISCLAIMS ALL
OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR PURPOSE, AND ANY IMPLIED WARRANTIES ARISING OUT OF COURSE
OF DEALING OR PERFORMANCE OR TRADE USAGE. PURCHASER, BY ACCEPTANCE AND USE OF THIS LIMITED WARRANTY, WAIVES
ANY RIGHTS IT WOULD OTHERWISE HAVE TO CLAIM OR ASSERT THAT THIS LIMITED WARRANTY FAILS OF ITS ESSENTIAL
PURPOSE.
ygrounds
Play, World, Flay!
About Us
About Happy Playgrounds, LLC.
Kelli Collins has been in the playground business for over 10 years. As a CPA, Kelli spent 15 years in public accounting as a Tax and Estate Planning Managerfor a Big 4
Accounting firm until she "retired" to raise two sons. After sending her youngest son off to college, she entered the world of playgrounds and recreational products. She worked
at another playground company until May of 2018, when she was approached by Playworld Systems and offered exclusive rights to their line of playground equipment. She
accepted the offer and formed her company, Happy Playgrounds.
Kelli and her team have had the opportunity to design and be involved with hundreds of parks, athletic, and community projects throughout the mid -west. Her company
continues to grow and prosper due to the service, products, and installation techniques she provides all her customers.
Happy Playgrounds is a Certified Woman Owned Business through the Women's Enterprise National Council and a TERO certified American Indian owned business.
We at Happy Playgrounds believe that the key to a successful business is a happy and satisfied customer; and a happy customer is created with the delivery of a quality product
and warranty, exceptional installation, and prompt follow up service whenever needed. You can count on us to receive just that. Many of our customers return to us for
additional work or refer us to other organizations who are needing commercial playground and/or recreational work.
Service: Our commitment to the customer does not stop after the sale is made. Many of our warranties are Lifetime Guaranteed and we are always available for further support.
Quality: Product quality is incredibly important to us, which is why we carry only the top manufacturers in each product line. Our manufacturers use durable materials that will
stand up to the most aggressive elements and the most energetic children. We work with progressive companies that are always updating and improving their products. Our
manufacturer's commitment to the future guarantees that our own customers will always receive top of the line, cutting -edge systems.
Safety: Our playgrounds are built around safety. All our playgrounds are IPEMA-certified and meet all current guidelines-CPSC, EN, ASTM, and CSA. Our playground
manufacturer is proud to have received ISO 9001 certification. Playworld SystemsTm also maintains a direct involvement with the Federal Access Board on the assessment of
ADA guidelines.
Our goal is to bring safe, educational, and fun products to our customers. At Happy Playgrounds we are happy to answer any questions you might have, and please don't
hesitate to call or email us.
The main responsibility for this project will be with the Senior Project Manager, Justin McElhany and President, Kelli Collins.
We know play.
Happy Playgrounds
Play, World, Play!
• Family -owned company since 2018
• Main office in Tulsa, Oklahoma with full time staff;
experienced area managers cover all areas of Oklahoma and
Arkansas
• Certified, full-time, in-house installation crew
• Training in the Americans with Disabilities Act and ADA
guidelines pertaining to Accessibility of Public Playgrounds
• NPSI Certification as a Certified Playground Safety Inspector
• Carry appropriate insurance and full bonding capabilities
• Employees are National Playground Safety Institute (NPSI)
certified playground inspectors and inclusive playground
designers
• Municipal purchasing contracts are available through us. We
also have multiple city, state and national contracts available
to piggy -back off
• Playground customization, quick 3D renderings and site
plans
• Comprehensive 1-year workmanship warranty
Represented Product Lines
We have partnered with a variety of companies to provide
our customers with a comprehensive list product offerings.
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justin.mcelhany@happyplaygrounds.com
wt 918.934.9575