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HomeMy WebLinkAboutItem No. 04 Purchase of Shade Stucture from USA Shade for the RV Resort Rehab PrjctText File City of Lake Elsinore 130 South Main Street Lake Elsinore, CA 92530 www.lake-elsinore.org File Number: ID# 17-161 Agenda Date: 4/25/2017 Status: Consent AgendaVersion: 1 File Type: AgreementIn Control: City Council Agenda Number: 4) Page 1 City of Lake Elsinore Printed on 4/20/2017 REPORT TO CITY COUNCIL To:Honorable Mayor and Members of the City Council From:Grant Yates, City Manager Prepared by: Jason Simpson, Assistant City Manager Date:April 25, 2016 Subject:Purchase of Per-Designed and Engineering Canopy Shade Structures from USA Shade & Fabric Structures for RV Resort Rehabilitation Project Recommendation Approve and Authorize purchase of $53,228.00 for the purchase of per-designed and engineered canopy shade structures from USA Shade & Fabric Structures for RV Resort Rehabilitation Project in accordance with the Resolution No. 2015-084. Background Staff has performed research on various shade structure configurations and opportunities to conclude the shade structures available on the National Buy Board through USA Shade & Fabric Structures meet and exceed the requirements of the City for RV Resort Rehabilitation Project. This purchase will provide a turn-key shade structure product which includes, design, engineering, fabrication, supply and installation. Using the buy board considerably reduces construction engineering, on-site construction time-lines and is more economical than architecturally designed shade structures that are built on-site. By purchasing the shade structures directly from the manufacturer, on a pre-determined competitive price schedule it will avoid any additional mark-ups. USA Shade & Fabric Structures was awarded a contract with the National School Board’s BuyBoard® Purchasing Cooperative (Cooperative) in 2013. The Cooperative was developed to comply with laws that require government entities to purchase from a list of vendors who have completed a competitive bid process and are pre-selected by the Purchasing Cooperative. Discussion USA Shade & Fabric Structures will design, engineer, fabricate, supply, and install including certified structural footings the following shade structures. The major shade structure elements are listed below: Purchase of Shade Structures Page 2 This shade canopy will be located next to the Marina Restrooms on the lake side covering the existing concrete patio and picnic tables. Two (2) fabric top structures joined together for a total shade area of 40’X70’ (2800 sq ft of shade) Six (6) powder coated structural steel columns with an entry height of 10’ Each section will have an interconnected tension structure rated for 115mph wind Fiscal Impact RV Resort Rehabilitation Project is included in the Fiscal Year 16/17 – 20/21 Capital Improvement Plan (CIP) budget Exhibits A:Agreement B:Proposal - USA Shade & Fabric Structures dated April 4, 2017 @BCL@00062F20 Page 1 AGREEMENT FOR DESIGN-BUILD SERVICES CONSTRUCTION USA SHADE & FABRIC STRUCTURES FOR THE SHADE STRUCTURE DESIGN, ENGINEER, FABRICATE, SUPPLY, AND INSTALL INCLUDING STRUCTURAL FOOTINGS AT LA LAGUNA RV RESORT AND CAMPGROUND PROJECT CIP PROJECT NO. Z40007 - SHADE This Agreement for Design-Build Services (“Agreement”) is made and entered into as of April 25, 2017, by and between the City of Lake Elsinore, a municipal corporation (‘‘City") and USA Shade & Fabric Structures, a ("Contractor"). The City and Contractor, in consideration of the mutual promises and covenants set forth herein, agree as follows: 1.The Project and Project Documents. Contractor agrees to construct the following public improvements (“work”) identified as: SHADE STRUCTURE DESIGN, ENGINEER, FABRICATE, SUPPLY, AND INSTALL INCLUDING STRUCTURAL FOOTINGS AT LA LAGUNA RV RESORT AND CAMPGROUND PROJECT -CIP PROJECT NO. Z40007 - SHADE (the “Project”) The City-approved plans for the construction of the Project, which are incorporated herein by reference, as set forth in Contractor’s April 11, 2017 Proposal and identified as: SHADE STRUCTURE DESIGN, ENGINEER, FABRICATE, SUPPLY, AND INSTALL INCLUDING STRUCTURAL FOOTINGS AT LA LAGUNA RV RESORT AND CAMPGROUND PROJECT -CIP PROJECT NO. Z40007 - SHADE (the “Project”) The Project Documents include this Agreement and all of the following: (1) Proposal as submitted by the Contractor, Contruction Documents, General Specifications, Special Provisions, and all attachments and appendices; (2) everything referenced in such documents, such as specifications, details, standard plans or drawings and appendices, including all applicable State and Federal requirements; (3) all required bonds, insurance certificates, permits, notices, and affidavits; and (4) any and all addenda or supplemental agreements clarifying, amending or extending the work contemplated as may be required to insure completion in an acceptable manner. All of the provisions of the above-listed documents are made a part of this Agreement as though fully set forth herein. 2.Compensation. a.For and in consideration of the payments and agreements to be made and performed by City, Contractor agrees to construct the Project, including furnishing all materials and performing all work required for the Project, and to fulfill all other obligations as set forth in the Bidder’s Proposal, such contract price being Fifty-three Thousand Two hundred twenty-eight dollars ($53,228.00). The compensation set forth in this Agreement shall be the maximum compensation Contractor may receive under this Agreement. A ten percent (10%) retention shall Page 2 be withheld from payments to Contractor for the construction phase of the Project which retention shall be released after the appropriate statutes have expired and all liens and stop payment notices have been released other otherwise cleared to the satisfaction of the City. b.City hereby promises and agrees to employ, and does hereby employ, Contractor to provide the materials, do the work, and fulfill the obligations according to the terms and conditions herein contained and referred to, for the prices set forth, and hereby contracts to pay the same at the time, in the manner, and upon the conditions set forth in the Project Documents. c.Contractor agrees to receive and accept the prices set forth in the Bidder’s Proposal as full compensation for furnishing all materials, performing all work, and fulfilling all obligations hereunder. Such compensation shall cover all expenses, losses, damages, and consequences arising out of the nature of work during its progress or prior to its acceptance including those for well and faithfully completing the work and the whole thereof in the manner and time specified in the Project Documents; and also including those arising from actions of the elements, unforeseen difficulties or obstructions encountered in the prosecution of the work, suspension or discontinuance of the work, and all other unknowns or risks of any description connected with the work. 3.Completion of Work. a.Contractor shall perform all work within One Hundred Twenty (120) working days from the date of commencement specified in the Notice to Proceed and shall complete all work within One Hundred Fifty (150) working days, and shall provide, furnish and pay for all the labor, materials, necessary tools, expendable equipment, and all taxes, utility and transportation services required for construction of the Project. b.All work shall be performed and completed in a good workmanlike manner in strict accordance with the drawings, specifications and all provisions of this Agreement as hereinabove defined and in accordance with applicable laws, codes, regulations, ordinances and any other legal requirements governing the Project. c.Contractor shall not be excused with respect to the failure to so comply by any act or omission of the City, the Director of Public Works, the City Engineer, a City inspector, or a representative of any of them, unless such act or omission actually prevents the Contractor from fully complying with the requirements of the Project Documents, and unless the Contractor protests at the time of such alleged prevention that the act or omission is preventing the Contractor from fully complying with the Project Documents. Such protest shall not be effective unless reduced to writing and filed with the City within three (3) working days of the date of occurrence of the act or omission preventing the Contractor from fully complying with the Project Documents. d.City and Contractor recognize that time is of the essence in the performance of this Agreement and further agree that if the work called for under the Agreement is not completed within the time hereinabove specified, damages will be sustained by the City and that, it is and will be impracticable or extremely difficult to ascertain and determine the actual amount of damages the City will sustain in the event of, and by reason of, such delay. It is, therefore, agreed that such damages shall be presumed to be in the amount of One Hundred dollars ($100) per calendar day, and that the Contractor will pay to the City, or City may retain from amounts otherwise payable to Contractor, such amount for each calendar day by which the Page 3 Contractor fails to complete the work, including corrective items of work, under this Agreement within the time hereinabove specified and as adjusted by any changes to the work. 4.Changes to Work. City and Contractor agree that the City may make changes to the work, or suspend the work, and no matter how many changes, such changes or suspensions are within the contemplation of the Contractor and City and will not be a basis for a compensable delay claim against the City nor be the basis for a liquidated damages claims against the Contractor. Any change to the work shall be by way of a written instrument (“change order”) signed by the City and the Contractor, stating their agreement to the following: a. The scope of the change in the work; b. The amount of the adjustment to the contract price; and c. The extent of the adjustment to the Schedule of Performance. The Director of Public Works is authorized to sign any change order provided that sufficient contingency funds are available in the City’s approved budget for the Project. All change in the work authorized by the change order shall be performed under the applicable conditions of the Project Documents. City and Contractor shall negotiate in good faith and as expeditiously as possible the appropriate adjustments for such changes. 5.Bonds. Contractor shall provide, before commencing work, a Faithful Performance Bond and a Labor and Material Bond, each for one-hundred percent (100%) of the contract price in the form that complies with the Project Documents and is satisfactory to the City Attorney. 6.Non-Assignability. Neither this Agreement nor any rights, title, interest, duties or obligations under this Agreement may be assigned, transferred, conveyed or otherwise disposed of by Contractor without the prior written consent of City. 7.Licenses. Contractor represents and warrants to City that it holds the contractor’s license or licenses set forth in the Project Documents, is registered with the Department of Industrial Relations pursuant to Labor Code Section 1725.5 as of March 1, 2015, and holds such other licenses, permits, qualifications, insurance and approvals of whatsoever nature which are legally required of Contractor. Contractor represents and warrants to City that Contractor shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses, permits, insurance and approvals which are legally required of Contractor to practice its profession. Contractor shall maintain a City of Lake Elsinore business license. 8.Indemnity. Contractor shall indemnify, defend, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Contractor or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Contractor shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises from the sole negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Contractor or its employees, subcontractor, or agents Page 4 have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Contractor from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Contractor acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. 9.Insurance Requirements. a.Insurance. Contractor, at Contractor’s own cost and expense, shall procure and maintain, for the duration of the Agreement, unless modified by the City’s Risk Manager, the following insurance policies. i.Workers’ Compensation Coverage. Contractor shall maintain Workers’ Compensation Insurance and Employer’s Liability Insurance for his/her employees in accordance with the laws of the State of California. In addition, Contractor shall require each subcontractor to similarly maintain Workers’ Compensation Insurance and Employer’s Liability Insurance in accordance with the laws of the State of California for all of the subcontractor’s employees. Any notice of cancellation or non-renewal of all Workers’ Compensation policies must be received by the City at least thirty (30) days prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Contractor for City. In the event that Contractor is exempt from Worker’s Compensation Insurance and Employer’s Liability Insurance for his/her employees in accordance with the laws of the State of California, Contractor shall submit to the City a Certificate of Exemption from Workers Compensation Insurance in a form approved by the City Attorney. ii.General Liability Coverage. Contractor shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury and property damage. If a commercial general liability insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Required commercial general liability coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. No endorsement may be attached limiting the coverage. iii.Automobile Liability Coverage. Contractor shall maintain automobile liability insurance covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with the work to be performed under this Agreement, including coverage for owned, hired and non-owned vehicles, in an amount of not less than one million dollars ($1,000,000) combined single limit for each occurrence. Automobile liability coverage must be at least as broad as Insurance Services Office Page 5 Automobile Liability form CA 0001 (ed. 12/90) Code 1 (“any auto”). No endorsement may be attached limiting the coverage. iv.Professional Liability Coverage. Contractor shall maintain professional errors and omissions liability insurance appropriate for Contractor’s profession for protection against claims alleging negligent acts, errors or omissions which may arise from Contractor’s services under this Agreement, whether such services are provided by the Contractor or by its employees, subcontractors, or sub consultants. The amount of this insurance shall not be less than one million dollars ($1,000,000) on a claims-made annual aggregate basis, or a combined single limit per occurrence basis. b.Endorsements. Each general liability and automobile liability insurance policy shall be with insurers possessing a Best’s rating of no less than A:VII and shall be endorsed with the following specific language: i.The City, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional insured with respect to liability arising out of work performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work or operations. ii.This policy shall be considered primary insurance as respects the City, its elected or appointed officers, officials, employees, agents and volunteers. Any insurance maintained by the City, including any self-insured retention the City may have, shall be considered excess insurance only and shall not contribute with it. iii.This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. iv.The insurer waives all rights of subrogation against the City, its elected or appointed officers, officials, employees or agents. v.Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents or volunteers. vi.The insurance provided by this Policy shall not be suspended, voided, canceled, or reduced in coverage or in limits except after thirty (30) days written notice has been received by the City. c.Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the City’s option, Contractor shall demonstrate financial capability for payment of such deductibles or self-insured retentions. d.Certificates of Insurance. Contractor shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Certificates of such insurance shall be filed with the City on or before commencement of performance of this Agreement. Current certification of insurance shall be kept on file with the City at all times during the term of this Agreement. Page 6 10.Notices. Any notice required to be given under this Agreement shall be in writing and either served personally or sent prepaid, first class mail. Any such notice shall be addressed to the other party at the address set forth below. Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section. If to City:City of Lake Elsinore Attn: City Manager 130 South Main Street Lake Elsinore, CA 92530 With a copy to:City of Lake Elsinore Attn: City Clerk 130 South Main Street Lake Elsinore, CA 92530 If to Contractor:USA Shade & Fabric Structures Attn: Patti Abrecht 1085 N. Main St, Suite C Orange, CA 92867 11.Entire Agreement. This Agreement constitutes the complete and exclusive statement of agreement between the City and Contractor. All prior written and oral communications, including correspondence, drafts, memoranda, and representations, are superseded in total by this Agreement. 12.Amendments. This Agreement may be modified or amended only by a written document executed by both Contractor and City and approved as to form by the City Attorney. 13.Assignment and Subcontracting. Contractor shall be fully responsible to City for all acts or omissions of any subcontractors. Assignments of any or all rights, duties or obligations of the Contractor under this Agreement will be permitted only with the express consent of the City. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of the City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise is required by law. 14.Waiver. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach of the same or any other provision under this Agreement. 15.Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 16.Controlling Law Venue. This Agreement and all matters relating to it shall be governed by the laws of the State of California and any action brought relating to this Agreement shall be held exclusively in a state court in the County of Riverside. 17.Litigation Expenses and Attorneys’ Fees. If either party to this Agreement commences any legal action against the other party arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys’ fees. Page 7 18.Mediation. The parties agree to make a good faith attempt to resolve any disputes arising out of this Agreement through mediation prior to commencing litigation. The parties shall mutually agree upon the mediator and share the costs of mediation equally. If the parties are unable to agree upon a mediator, the dispute shall be submitted to JAMS or its successor in interest. JAMS shall provide the parties with the names of five qualified mediators. Each party shall have the option to strike two of the five mediators selected by JAMS and thereafter the mediator remaining shall hear the dispute. If the dispute remains unresolved after mediation, either party may commence litigation. 19.Authority to Enter Agreement and Administration. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and to bind each respective party. The City Manager is authorized to enter into an amendment or otherwise take action on behalf of the City to make the following modifications to the Agreement: (a) a name change; (b) grant extensions of time; (c) non-monetary changes in the scope of services; and/or (d) suspend or terminate the Agreement. The Director of Public Works shall act as the Project administrator on behalf of the City. 20.Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 21.Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 22.Prevailing Wages. a.Contractor and all subcontractors shall adhere to the general prevailing rate of per diem wages as determined and as published by the State Director of the Department of Industrial Relations pursuant to Labor Code Sections 1770, 1773, and 1773.2. Copies of these rates and the latest revisions thereto are on file in the office of the City Clerk of the City of Lake Elsinore and are available for review upon request. b.Contractor's attention is directed to the provisions of Labor Code Sections 1774, 1775, 1776, 1777.5 and 1777.6. Contractor shall comply with the provisions of these Sections. The statutory provisions for penalties for failure to comply with the State's wage and the hours laws will be enforced. Page 8 c.Labor Code Sections 1774 and 1775 require the Contractor and all subcontractors to pay not less than the prevailing wage rates to all workmen employed in the execution of the contract and specify forfeitures and penalties for failure to do so. The minimum wages to be paid are those determined by the State Director of the Department of Industrial Relations. Labor Code Section 1776 requires the Contractor and all subcontractors to keep accurate payroll records, specifies the contents thereof, their inspection and duplication procedures and certain notices required of the Contractor pertaining to their location. The statutory penalties for failure to pay prevailing wages will be enforced. If the Project has been awarded to Contractor on or after April 1, 2015, Contractor and its subcontractors must furnish electronic certified payroll records to the Labor Commissioner. Beginning January 1, 2016, Contractor and its subcontractors must furnish electronic certified payroll records to the Labor Commissioner without regard to when the Project was awarded to Contractor. d.Labor Code Section 1777.5 requires Contractor or subcontractor employing tradesmen in any apprenticeable occupation to apply to the Joint Apprenticeship Committee nearest the site of the public works project, which administers the apprenticeship program in that trade for a certificate of approval. The certificate will also fix the ratio of apprentices to journeymen to be used in the performance of the Agreement. The Contractor is required to make contributions to funds established for the administration of apprenticeship programs if the Contractor employs registered apprentices or journeymen in any apprenticeable trade and if other contractors on the public works site are making such contributions. Information relative to apprenticeship standards, contributions, wage schedules and other requirements may be obtained from the State Director of Industrial Relations or from the Division of Apprenticeship Standards. Labor Code Section 1777.6 provides that it shall be unlawful to refuse to accept otherwise qualified employees as registered apprentices solely on the grounds of race, religious creed, color, national origin, ancestry, sex, or age. e.Eight hours labor constitutes a legal day's work, as set forth in Labor Code Section 1810. 23.Execution. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart. [Signatures on next page] Page 9 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above. “CITY” CITY OF LAKE ELSINORE, a municipal corporation Grant Yates, City Manager ATTEST: City Clerk APPROVED AS TO FORM: City Attorney “CONTRACTOR” USA Shade & Fabric Structures Shade Structures, Inc (dba) By:John Saunders Its:President | www.usa -shade.com 800-966 -500 5 Lake Doc Area Shade Structure Proposal 4/11/2017 Proposal Prepared for: Jason Simpson 130 South Main Street Lake Elsinore, CA 92530 AZ: 289388 CA: 989458 LA: 61718 NV:78724 NM: 383826 TN: 68712 DIR: 1000003533 www.usa -shade.com 800-966 -500 5 AZ:289388 CA: 989458 LA: 61718 NV:78724 NV: 78724 NM: 383826 TN: 68712 DIR: 1000003533 Date: 4-11-17 Proposal for USA SHADE & Fabric Structures Project Information: Sales Information: Purchaser: Jason Simpson Contact: Gus Papagolos Sales Rep: Brian Donohue Project Name: Lake Doc Area Phone: (909) 674-3124 Phone: C760-835-0703 Quote No: BGD41117C Email: gpapagolos@verizon.net Email: briand@usa-shade.com PO No: Fax: Fax: 949-470-0152 Billing Information: Shipping Information: Jobsite Information: City of Lake Elsinore USA Shade & Fabric Structures Lake Doc Area 130 South Main Street 1085 Main St, Suite C 32040 Riverside Dr. Lake Elsinore Orange Lake Elsinore CA CA CA 92530 92867 92530 Contact: Jason Simpson Contact: Construction Department Contact: Gus Papagolos Phone (951) 674-3124 x364 Phone 714-427-6981 Phone 909-674-3124 Fax: Fax: Fax: Email: jsimpson@lake-elsinore.org Email: Email: gpapagolos@verizon.net CORPORATE ADDRESS: 8505 Chancellor Row Dallas, TX 75247-5519 REMITTANCE ADDRESS: P.O. Box 204691 Dallas, TX 75230-4691 SOUTHERN CALIFORNIA: 1085 N. Main Street, Suite C Orange, CA 92867 NORTHERN CALIFORNIA: 927 Enterprise Way, Suite A Napa, CA 94558 ARIZONA: 2452 W. Birchwood Ave, Suite 112 Mesa, AZ 85202 LAS VEGAS: 6225 S. Valley View Blvd., Suite I Las Vegas, NV 89118 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 the 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 above address. www.usa -shade.com 800-966 -500 5 AZ:289388 CA: 989458 LA: 61718 NV:78724 NV: 78724 NM: 383826 TN: 68712 DIR: 1000003533 Structure Pricing UNIT IMAGE UNIT DETAILS Joined hip with 2 tops and 6 posts.pdf Unit Quantity: 1 Base Attachment: Embed Unit Type: Joined Hip Footing Type: Drilled Pier Structure Size: 40x75 Anchor Bolts: N/A Entry Height: 10’ Concrete Cutting: Yes No of Posts: 6 Dirt Removal: On site No of Fabric Tops: 2 NOTES Fabric Type: ColorshadeFR Original layout was for a 43x75. I brought that down to 40x75. There is great savings on steel, design, and foundations for 3’. So a saw cut will be required. Fabric Color: TBD Steel Finish: Powdercoat Steel Color: White PRICE Electrical Provisions: N/A Option 1 $53,228.00 Cable/HDW Finish: Concept No: UNIT IMAGE UNIT DETAILS Exstended roof line 6 posts and 1 cover.pdf Unit Quantity: 1 Base Attachment: Embed Unit Type: Extended Hip Footing Type: Drilled Pier Structure Size: 40x75 Anchor Bolts: N/A Entry Height: 10’ Concrete Cutting: Yes No of Posts: 6 Dirt Removal: No No of Fabric Tops: 1 NOTES Fabric Type: ColorshadeFR This 2nd option leaves no gap in the roof line. Fabric Color: TBD Steel Finish: Powdercoat Steel Color: White PRICE Electrical Provisions: N/A Option 2 $58,550.00 Cable/HDW Finish: Concept No: 800-96 6 -500 5 AZ:289388 CA: 989458 LA: 61718 NV:78724 NV: 78724 NM: 383826 TN: 68712 DIR: 1000003533 ADDITIONAL COSTS QTY ITEM DETAILS COST $0.00 TOTAL FOR ACCESS/MISC ITEMS: $0.00 ENGINEERING REQUIREMENTS NOTES Building Code CBC2016 Once fabrication is complete, allow time for shipment from Dallas to our Orange Office, or this might ship directly to the site. Once ready for install, I would allow for 5 working days for completion. Please note that a spread footing option will be noted on the plans, due to concern of conduit in the area. Spread footings are more costly to produce for both labor and materials. If we go to a spread on any or all foundations a change will be issued . Costs to confirm. Wind Load 115mph Snow Load 5 pounds Drawing Size 2’x3’ No of Sealed Drawings 6 Calculations Required YES INCLUSIONS / EXCLUSIONS INCLUDED EXCLUDED ENGINEERING REQUIREMENTS INCLUDED EXCLUDED INSTALLATION - MISCELLANEOUS x Sealed Drawings & Calculations x Prevailing Wage / Certified Payroll x Permit Submittal x Union Wages x Permit Fee x Fencing DSA Submittal x Curb Repair DSA Fee x Landscape Repair x Foundation Design & Engineering x Demolition (Existing Structures) x Special Inspection Fees x Payment and Performance Bonds PRICINGTOTALS: Unit Total Included Accessories/Miscellaneous Shipping/Handling Included SUBTOTAL Included Sales Tax ( 7.75%) Included Installation Included TOTAL PRICE See Options 1&2 PAYMENT TERMS: (1) Upon execution of the Agreement (Deposit) (2) Upon delivery of Unit(s) (3) Upon completion of assembly/installation 100% (4) Other (specify): NOTES: Allow 3 weeks or so for engineering and calcs. Once submittal has been approved allow 5-6 weeks in fabrication. AZ:289388 CA: 989458 LA: 61718 NV:78724 NV: 78724 NM: 383826 TN: 68712 DIR: 1000003533 www . u s a -s h a d e . c o m 800-96 6 -500 5 Construction Assumptions 1) The designated area for our structures will be accessible by drive-up for unloading of our trucks and equipment, including personnel man- lifts, forklifts, etc. Should a crane be required and direct access not available, additional costs for such will be submitted by a Change Order. 2) Our pricing is based on the ability to perform all of our work with clear, sequential, and continuous access without interruption during normal daytime working hours. We have assumed one mobilization for the installation of foundations, steel and fabric; if additional mobilizations are required, there will be an additional charge. We will require exclusive access to the area for our work during the construction process. 3) Our pricing does not include daily site delays accessing the work areas. USA SHADE will submit a Change Order for any delays caused by other trades which interfere or cause us to stop working. 4) Pricing assumes secure storage and adequate lay down area for our tools, equipment, and materials, within close proximity to the installation site will be provided, free of charge. 5) Our price assumes others to provide 200-amp, 110-volt electrical service and necessary potable water available within 100 feet of our work. 6) We will require site sanitary facilities and refuse containers by others within 200 feet of our work. 7) USA SHADE will leave its work and materials in a clean condition at the conclusion of our work. 8) Barricades and public security requirements are not included. 9) Unless specifically included in this proposal, this agreement does not include, and Company will not provide, services, labor, or materials for any of the following work: (a) removal and disposal of any materials containing asbestos or any hazardous materials as defined by the EPA; (b) moving Owner’s property around the installation site; (c) repair or replacement of any Purchaser or Owner-supplied materials; or (d) repair of damage to existing surfaces that may occur when construction equipment and vehicles are being used in the normal course of construction. 10) Pricing for foundation design is based on drilled pier footings. In the event the geotechnical report requires an alternate configuration, any additional costs incurred will be submitted to the client by a Change Order. 11) Digging of our foundations will not be constrained by any existing concrete or utilities. USA SHADE will not be responsible for moving or repairing any underground utility lines such as electrical, telephone, gas, water, or sprinkler lines that may be encountered during installation. 12) Any additional costs incurred as a result of hard rock conditions requiring extra equipment, utility removal or repair, resulting in delay, will result in additional charges unless they are detailed on as-built site drawings provided to USA SHADE or marked on the ground and communicated to USA SHADE in writing prior to installation. GENERAL TERMS & CONDITIONS AND WARRANTY 1) Proposal: The above proposal is valid for 30 days from the date first set forth above. After 30 days, we reserve the right to increase prices due to the rise in cost of raw materials, fuel, or other cost increases. When applicable, USA SHADE & Fabric Structures reserves the right to implement a surcharge for significant increases in raw materials, including, but not limited to; fuel, steel, and concrete. Due to the duration of time between proposals, contracts, and final installation, USA SHADE & Fabric Structures reserves the right to implement this surcharge, when applicable. 2) Purchase: By executing this proposal, or submitting a purchase order pursuant to this proposal (which shall incorporate the terms of this agreement specifically by reference) which is accepted by USA SHADE & Fabric Structures (the “Company”), the purchaser identified above (“you” or the “Purchaser”) agrees to purchase Shade Structures brand shade structures (“Structures”) and the services to be provided by the Company, as detailed in the “Structure Pricing” and “General Scope of Work” sections of this agreement, above, or in the relevant purchase order acce pted by the Company, for use by Purchaser or for installation by Company or Purchaser on behalf of a third-party who will be the ultimate owner of the Structures (the ultimate owner of a Structure, whether Purchaser or a third-party, being the “Owner”). 3) Short Ship Claims: Purchaser has 15 days from receipt of the structures to file a short ship report in writing to its sales representative. Company will not honor claims made after this time. 4) Standard Exclusions: Unless specifically included under the “General Scope of Work” section above, this agreement does not include, and Company will not provide, services, labor, or materials for any of the following work: (a) removal and disposal of any materials containing asbestos or any hazardous materials as defined by the EPA; (b) moving Owner’s property around the installation site; (c) repair or replacement of any Purchaser or Owner-supplied materials; (d) repair of concealed underground utilities not located on prints supplied to Company by Owner during the bidding process, or physically AZ:289388 CA: 989458 LA: 61718 NV:78724 NV: 78724 NM: 383826 TN: 68712 DIR: 1000003533 www . u s a -s h a d e . c o m 800-96 6 -500 5 staked out by Owner, and which are damaged during construction; or (e) repair of damage to existing surfaces that may occur when construction equipment and vehicles are being used in the normal course of construction. 5) Bonding Guidelines: If Purchaser will use or provide the Structures and Services for an Owner other than Purchaser (including, without limitation, as a subcontractor of Purchaser), Purchaser will include the following statement in Purchaser’s contract with Owner: “The manufacturer’s warranty for the Shade Structures brand shade structures is a separate document between USA SHADE & Fabric Structures and the ultimate owner of the Shade Structures brand shade structures, which will be provided to the ultima te owner at the time of completion of the installation and other services to be provided by USA SHADE & Fabric Structures. Due to surety requirements, any performance and/or payment bond will cover only the first year of the USA SHADE & Fabric Structures warranty.” 6) Insurance Requirements: Company is not required to provide any insurance coverage in excess of Company’s standard insurance. A copy of the Company’s standard insurance is available for your review prior to acceptance of the Company’s proposal. 7) Payment: Terms of payment are defined in the “Pricing Details” section and are specific to this contract. For purposes of this agreement, “Completion” is defined as being the point at which the Structure is suitable for its intended use, the issue of occupancy consent, or a final building department approval is issued, whichever occurs first. In any event where Completion cannot be effected due to delays or postponements caused by the Purchaser or Owner, final payment (less 10% retainage) is due within 30 days of the date when Completion was scheduled, had the delay not occurred. All payments must be made to Shade Structures, Inc., P.O. Box 204691, Dallas, TX 75320-4691. If the Purchaser or Owner fails or delays in making any scheduled milestone payments, the Company may suspend the fulfillment of its obligations hereunder until such payments are ma de, or Company may be relieved of its obligations hereunder if payment is more than 60 days past due. Company may use all remedies available to it under current laws including, but not limited to, filing of liens against the property and using a collection agency or the courts to secure the collection of the outstanding debt. 8) Lien Releases: Upon request by Owner, Company will issue appropriate partial lien releases as corresponding payments are received from Purchaser, but prior to receiving final payment from Purchaser or Owner. Company will provide a full release of liens upon receipt of final payment. In accordance with state laws, Company reserves the right to place a lien on the property if final payment has not been received 10 days prior to the filing deadline for liens. 9) Site Plan Approval, Permit/s, Permit Fees, Plans, Engineering Drawings, and Surveying: Site plan approval, permits, permit fees, plans, engineering drawings, and surveying are specifically excluded from this agreement and the Services unless specified under the “General Scope of Work”. The Company does not in any way warrant or represent that a permit or site plan approval for construction will be obtained. Sealed engineered drawings that are required but not included in the “General Scope of Work” will result in an additional cost to Purchaser. 10) Manufacturing & Delivery: Manufacturing lead-time from Company’s receipt of the “Notice To Proceed” is approximately 6 to 8 weeks for standard structures, and 8 to 12 weeks for custom structures. Delivery is approximately 1 week thereafter. Delivery of structures may be prior to or at start of assembly. Please note that these timelines do not include approval or permitting timeframes. 11) Returned Product, Deposits, and/or Cancelled Order: Within the first 45 days after shipment from our facility, all returned product(s) and cancelled orders are subject to a 50% restocking fee. No returns are available following this 45 day period. All deposits are non-refundable. All expenses incurred (engineering, site surveys, shipping, handling, etc.) are the responsibility of the Purchaser, up to notice of cancellation. 12) Concealed Conditions: ”Concealed conditions” include, without limitation, water, gas, sprinkler, electrical and sewage lines, post tension cables, a nd steel rebar. This agreement is based solely on observations the Company was able to make either by visual inspection or by drawings and/or plans submitted by Owner at the time this agreement was bid. If additional Concealed Conditions are discovered once work has commenced, which were not visible at the time this proposal was bid, Company will stop work and indicate these unforeseen Concealed Conditions to Purchaser or Owner so that Purchaser and Company can execute a Change Order for any additional work. In any event, any damage caused by or to unforeseen Concealed Conditions is the sole responsibility of the Purchaser and Company shall not be held liable for any such damage. Soil conditions are assumed to be soil that does not contain any water, hard rock (such as limestone, caliche, etc.), rocks larger than 4 inches in diameter, or any other condition that will require additional labor, equipment and/or materials not specified by the Purchaser or Owner in the bidding process. Any condition requiring additional labor, equipment, and/or materials to complete the drilling or concrete operations will require a Change Order before Company will complete the process. Price quotes are based on a drilled pier footing. Any variation will incur additional charges (i.e. spread footings, concrete mat, sand, water, landfill, etc.). Costs for footing and installation do not include any allowance for extending below frost lines (the additional costs for which vary by geographical region). AZ:289388 CA: 989458 LA: 61718 NV:78724 NV: 78724 NM: 383826 TN: 68712 DIR: 1000003533 www . u s a -s h a d e . c o m 800-96 6 -500 5 13) Changes in the Work: During the course of this project, Purchaser may order changes in the work (both additions and deletions). The cost of these changes will be determined by the Company, and a Change Order form must be completed and signed by both the Purchaser and the Company, which will detail the “General Scope of the Change Order”. Should any Change Order be essential to the completion of the project, and the Purchaser refuses to authorize such Change Order, then Company will be deemed to have performed its part of the project, and the project and services will be terminated. Upon such termination, Company will submit a final billing to Purchaser for payment, less a labor allowance for work not performed but including additional charges incurred due to the stoppage. No credit will be allowed for materials sold and supplied, which will remain the property of the Purchaser. 14) 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. 15) Statement of Limited Warranty:  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™, Colourshade® FR, eXtreme 32™, Commercial 95™, SaFRshade™, and Monotec 370™ 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: o Shadesure™ fabrics in Red, Yellow, Atomic Orange, Electric Purple, Zesty Lime, Cinnamon, Olive, and Mulberry carry a five year pro-rated warranty; o Fabric tops attached to Coolbrella™ structures carry a three year warranty; o Individual fabric tops measuring greater than 40’ in length are covered by a non-prorated five year warranty; o Precontraint 502™ waterproof membrane is subject to an eight year pro-rated warranty.  Sewing thread is warranted for ten years. General Limited Warranty 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.  In 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 guarantee 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 discontinued fabric color.  Should the Purchaser or Owner sell the structures to another party, the warranty cannot be transferred to the new owner witho ut 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 thirty days from the date of discovery of the alleged defect and must include a detailed description and applicable 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; o the structures are not assembled in strict compliance with USA SHADE specifications; o any changes, modifications, additions, or attachments are made to the structures in any way, without prior written approval from the Company. Specifically, no signs, objects, fans, light fixtures, etc. may be hung from the structures, unless specifically engineered by the Company.  These limited warranties do not cover defects and/or damages caused by: o normal wear and tear; AZ:289388 CA: 989458 LA: 61718 NV:78724 NV: 78724 NM: 383826 TN: 68712 DIR: 1000003533 www . u s a -s h a d e . c o m 800-96 6 -500 5 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 Company’s written care and maintenance instructions, provided with the order.  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 tops installed on structures that were not engineered and originally supplied by the Company.  THE COMPANY SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPE CIAL, 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 IMPLIE D, 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 PURP OSE. Colourshade ® and eXtreme 32™ are registered trademarks of Multiknit Pty. Ltd. Commercial 95™ and SaFRshade™ are registered trademarks of Gale Pacific USA Inc. Monotec 370™ is a registered trademark of PRO-KNIT Industries Pty. Ltd. Precontraint 502™ is a registered trademark of Serge Ferrari North America, Inc. 16) Assembly/Installation:  Company will notify Purchaser of the scheduled assembly date. Owner agrees to have an owner representative meet the assembly crew at the job site on the scheduled assembly date to verify the exact location where the structure(s) is to be placed.  Labor for the removal, assembly, and/or freight charges will only be covered by Company in instances where the structures supplied and installed by Company are determined by the Company to be defective. In all cases where structures are not installed by Company, all labor for the removal, assembly, and/or freight of the structures will be the Purchaser’s responsibility.  Installation prices are based on a single mobilization charge. If additional mobilizations are required, there will be additional charges.  If the requested services require Company access to Owner’s premises, Company will be provided access to the Owner’s premises free and clear of debris, automobiles, or other interference Monday ~ Friday during the hours of 8:00am to 6:00pm, and Company will have access to water and electrical facilities during installation. Additional charges will apply if utilities are not easily accessible. Where applicable, all vehicles will be moved prior to Company’s crew beginning any installation.  Company will not be responsible for moving or repairing any underground utility lines such as electrical, telephone, gas, water, or sprinkler lines that may be encountered during installation.  Any additional costs incurred as a result of hard rock conditions requiring extra equipment, utility removal or repair resulting in delay will result in additional charges unless they are detailed on as-built site drawings provided to Company or marked on the ground and communicated to Company in writing prior to fabrication and installation. 17) Installation/Assembly on-site: Where installation/assembly is part of the services, Purchaser must provide the Company with a detailed drawing prepared by or for the Owner showing exactly where the structures are to be assembled as well as detailing any obstacles or other impediments that may cause the assembly process to be more difficult. Any fixture(s), e.g., playground, pools, etc., that the structures are to be assembled over must also be detailed, along with their peak heights (if applicable). 18) Site/Use Review by Purchaser: Company relies on the Purchaser to determine that the structures ordered are appropriate and safe for the Owner’s installation site and/or intended use. Company is not responsible for damages or injuries resulting from collisions by moving objects or persons with the structure post(s). Company can recommend, or supply at additional cost, padding for posts from a third party manufacturer. 19) Preparatory Work: Where installation/assembly is part of the services and in the event that the foundation or job site is not suitable or ready for assembly to begin on the scheduled day, a Delay of Order notification must be sent to Company at least 4 working days prior, in order to allow Company to reschedule the project. In the event that Company is not notified and incurs an expense in attempting to execute the assembly, a re-mobilization charge may be charged to Purchaser before Company will reschedule the assembly. AZ:289388 CA: 989458 LA: 61718 NV:78724 NV: 78724 NM: 383826 TN: 68712 DIR: 1000003533 www . u s a -s h a d e . c o m 800-96 6 -500 5 20) Delegation: Subcontractors: The services and the manufacturing and assembly of the structures may be performed by subcontractors under appropriate agreements with the Company. 21) Force Majeure: Impracticability: The Company shall not be charged with any loss or damage for failure or delay in delivering or assembling of the structures when such failure or delay is due to any cause beyond the control of the Company, due to compliance with governmental regulations or orders, or due to any Acts of God, strikes, lockouts, slowdowns, wars, or shortages in transportation, materials or labor. 22) Dispute Resolution: Any controversy or claim arising out of or related to this agreement must be settled by binding arbitration administered in Dallas, TX by a single arbitrator selected by the parties or by the American Arbitration Association, and conducted in accordance with the construction industry arbitration rules. Judgment upon the award may be entered in any court having jurisdiction thereof. 23) Entire Agreement; No Reliance: This agreement represents and contains the entire agreement between the parties. Prior discussion or verbal representations by the parties that are not contained in this agreement are not part of this agreement. Purchaser hereby acknowledges that it has not received or relied upon any statements or representations by Company or its agents which are not expressly stipulated herein, including without limitation any statements as to the structures, warranties, or services provided hereunder. 24) No Third-Party Beneficiaries: This agreement creates no third-party rights or obligations between Company and any other person, including any Owner who is not also a Purchaser. It is understood and agreed that the parties do not intend that any third party should be a beneficiary of this agreement. 25) Governing Law: The agreement will be construed and enforced in accordance with the laws of the State of Texas. 26) Assignment: Purchaser may not assign this agreement, by operation of law or otherwise, without the prior written consent of Company. The agreement shall be binding upon and insure to the benefit of the Company and the Purchaser, and their successors and permitted assigns. Executed to be effective as of the date executed by the Company: NOTE: FOR ANY PURCHASE EQUAL TO OR EXCEEDING $100,000.00 USD, NO WORK, OTHER THAN PRE-WORK, SHALL BE UNDERTAKEN WITHOUT A MUTUALLY ACCEPTABLE AND SIGNED CONSTRUCTION CONTRACT. PURCHASER: City of Lake Elsinore SELLER: USA SHADE & Fabric Structures Signature: Signature: By: (Print) By: (Print) Brian Donohue Title: Title: Senior Regional Sales Manager Date: Date: 4-11-17 NOTE: All purchase orders and contracts should be drafted in the name of Shade Structures, Inc.