HomeMy WebLinkAboutItem No. 14 Purchase Canopy Shade Structures USA Shade & FabricCity Council Agenda Report
City of Lake Elsinore 130 South Main Street
Lake Elsinore, CA 92530
www.lake-elsinore.org
File Number: ID# 19-793
Agenda Date: 12/8/2020 Status: Approval FinalVersion: 1
File Type: Council Consent
Calendar
In Control: City Council / Successor Agency
Agenda Number: 14)
Purchase and Installation of Per-Designed and Engineered Canopy Shade Structures from
USA Shade & Fabric Structures for Canyon Hills Park and Tuscany Hills Park
Authorize the City Manager to execute an Agreement with USA Shade & Fabric Structures in the
amount of $387,091 plus a 10% contingency adjustment for miscellaneous expenses, in the form
attached and in such final form as approved by the City Attorney.
Page 1 City of Lake Elsinore Printed on 12/3/2020
REPORT TO CITY COUNCIL
To: Honorable Mayor and Members of the City Council
From: Grant Yates, City Manager
Prepared by: Rick De Santiago, Public Works Manager
Date: December 8, 2020
Subject: Purchase and Installation of Per-Designed and Engineered Canopy Shade
Structures from USA Shade & Fabric Structures for Canyon Hills Park and
Tuscany Hills Park
Recommendation
Authorize the City Manager to execute an Agreement with USA Shade & Fabric Structures in the
amount of $387,091 plus a 10% contingency adjustment for miscellaneous expenses, in the form
attached and in such final form as approved by the City Attorney.
Background
With the increased outdoor activities throughout city parks, park improvements are one of the
main focuses of the City. Staff is in the process of replacing bleachers at both parks as part of
the park upgrade projects, and is requesting approval for the purchase and installation of shade
structures for the areas listed below:
Park Description Price
Canyon Hills Park Shade Structure covering
five (5) row bleachers
$71,156.25
Canyon Hills Park Shade Structure covering
Splash Pad sitting area
$94,358.00
Tuscany Hills Park Shade Structure covering
five (5) row bleachers
$107,142.37
Tuscany Hills Park Dugout Shade Structure $84,211.85
Tuscany Hills Park Shade over Picnic Area in
front of Snack Bar
$22,631.29
Purchase and Install of Per-Designed and Engineered Canopy Shade Structures
Page 2
12/8/2020
Discussion
Staff has researched the purchase of the equipment from local distributors as well as cooperative
government equipment purchase contracts, including the National Joint Purchase Alliance
(NJPA) website, now called Sourcewell, which offers a wide variety of commodity products and
services at prices, which have been assessed to be fair, reasonable, and competitive.
The result that yielded the most favorable pricing is from USA Shade & Fabric Structure through
Sourcewell, Sourcewell Contract Number 030117-LTS. These contracts are nationally solicited,
competitively bid, and awarded on behalf of National Joint Powers Authorities (NJPA) current
and potential government and education member agencies.
The Lake Elsinore Municipal Code, section 3.08.070(c), provides that purchases of equipment
can forego the typical bid procedures if the “commodity or service can be obtained through a
cooperative purchasing program devoted to local government procurement ….”
NJPA issues an annual Request for Proposal (RFP) from manufacturers of equipment utilized
by the membership. All NJPA contracts have been competitively solicited nationally, reviewed,
evaluated by the NJPA. Each RFP requests that bids are provided by a manufacturer or vendor
who can sell and service participating member agencies in all 50 states with the full
understanding that these contracts will be under consideration for use by government,
education, and non-profit member agencies throughout the United States.
The Shade structures are made of high quality, pre-engineered outdoor fabrics. Moreover, USA
Shade & Fabric Structures will design, engineer, fabricate, supply, and install including certified
structural footings for the following shade structures.
Fiscal Impact
Funding was allocated to the Canyon Hills Park Improvement CIP #Z40024 in CIP Budget and
the Tuscany Hills Park Renovation CIP #Z40021 budgets.
Exhibits
A: USA Shade & Fabric Structures - Agreement
B: USA Shade & Fabric Structures - Proposals Canyon Hills Park & Splash Pad
C: USA Shade & Fabric Structures – Proposals Tuscany Hills Park
@BCL@B40EE51D Page 1
AGREEMENT FOR DESIGN-BUILD SERVICES CONSTRUCTION
USA SHADE & FABRIC STRUCTURES
PURCHASE AND INSTALL OF PRE-DESIGNED AND ENGINEERED CANOPY SHADE
STRUCTURES FOR CANYON HILLS PARK AND TUSCANY HILLS PARK
CIP PROJECT NO. Z40024 & Z40021
This Agreement for Design-Build Services (“Agreement”) is made and entered into as of
December 8, 2020, by and between the City of Lake Elsinore, a municipal corporation (‘‘City")
and Shade Structures, Inc., a Delaware corporation, doing business as USA Shade & Fabric
Structures ("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 CANYON HILLS PARK CIP PROJECT NO.
Z40024 AND TUSCANY HILLS PARK - CIP PROJECT NO. Z40021 (the “Project”)
The Project Documents include this Agreement and all of the following: (1) Proposal as
submitted by the Contractor, Construction 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 Three Hundred Eight Seven Thousand Ninety
One dollars ($387,091). The compensation set forth in this Agreement shall be the maximum
compensation Contractor may receive under this Agreement. A ten percent (10%) retention shall
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.
Page 2
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 Contract or
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
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:
Page 3
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
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.
Page 4
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
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.
Page 5
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.
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
Page 6
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: Brian Donohue – Sales Rep.
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.
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.
Page 7
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 servic e
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.
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,
Page 8
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”
SHADE STRUCTURES, INC., a Delaware
corporation, DBA USA Shade & Fabric
Structures
By: John Saunders
Its: President
www.usa-shade.com | 800-966-5005
AZ: 289388 CA: 989458 LA: 61718 NV:78724
NM: 383826 TN: 68712 DIR: 1000003533
Proposal Prepared For:
Canyon Hills Sports Park with Splash Pad Updated 11/18/20
Proposal Prepared For:
City of Lake Elsinore
Chris Erickson Supervisor Public Works
Date: 11/18/20
Purchaser:Contact:Sales Rep:
Project Name:Phone:Phone:
Quote No:Email:Email:
PO No:Fax:Fax:
Contact:Contact:Contact:
Phone Phone Phone
Email:Email:Email:
Fax:Fax:Fax:
CORPORATE ADDRESS:REMITTANCE ADDRESS:
2580 Esters Blvd., Suite 100 P.O. Box 734158
DFW Airport, TX 75261 Dallas, TX 75373-4158
SOUTHERN CALIFORNIA:NORTHERN CALIFORNIA:ARIZONA:LAS VEGAS:
1085 N. Main Street, Suite C 927 Enterprise Way, Suite A 2452 W. Birchwood Ave, Suite 112 6225 S. Valley View Blvd., Suite I
Orange, CA 92867 Napa, CA 94558 Mesa, AZ 85202 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 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.
MAILING ADDRESS:
P.O. Box 3467
Coppel, TX 75019
714-427-6981 951-674-5170
92530 92867 92530
TBD Chris Erickson
Lake Elsinore Orange Lake Elsinore
CA CA CA
City of Lake Elsinore SOUTHERN CALIFORNIA Canyon Hills Sports Park
521 North Langstaff Street 1085 N. Main Street, Suite C
org
Billing Information:Shipping Information:Jobsite Information:
Canyon Hills Sports Park 951-674-5170 760-835-0703
BGD22019 cerickson@lake-elsinore.briand@usa-shade.com
Proposal for USA SHADE & Fabric Structures
Project Information:Sales Information:
City of Lake Elsinore Chris Erikson Brian Donohue
www.usa-shade.com 800-966-5005
AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR: 1000003533
Structure Pricing
UNIT IMAGE
Unit Quantity:4 Foundations By USA Shade
Unit Type:Full Hip Canti Grout Installation USA Shade
Structure Size:15x20 Footing Type:Drilled Pier
USA Shade Model
Number 202.5 Base Attachment:PIH - Embed
Entry Height:12'Anchor Bolts:N/A
No of Columns:2 Concrete Cutting:Included
No of Fabric Tops:1 Dirt Removal:Included
Fabric Type:Colourshade_FR Surface Type:Concrete
Fabric Color:TBD NOTES
Steel Finish:Powder Coated
Steel Color:TBD
Electrical Provisions:N/A
Cable/HDW Finish:Galvanized
Concept No:
UNIT IMAGE
Unit Quantity:9 Foundations By USA Shade
Unit Type:Sngl Post Pyramd Grout Installation USA Shade
Structure Size:10x10 Footing Type:Drilled Pier
USA Shade Model
Number 124.1 Base Attachment:PIH - Embed
Entry Height:10'Anchor Bolts:N/A
No of Columns:1 Concrete Cutting:Included
No of Fabric Tops:1 Dirt Removal:Included
Fabric Type:Colourshade_FR Surface Type:Concrete
Fabric Color:TBD NOTES
Steel Finish:Powder Coated
Steel Color:TBD
PRICE Electrical Provisions:N/A
Cable/HDW Finish:Galvanized
Concept No:
UNIT DETAILS
Splash pad with install see orange
cones for layout of foundations
covering concrete berm towards
splash pad. Unit line price $3,921 x
9=$35,289 x 90%= $31,760.10
$94,358.00
Structure 1
UNIT DETAILS
Fields North & West covering 5 row
bleachers behind 1st and 3rd base.
Unit line price $7,750x4= $31,000 x
90%= $27,900 see orange cones for
layout
Pricing based on Sourcewell co-op
$71,156.25
Structure 2
www.usa-shade.com 800-966-5005
AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR: 1000003533
QTY COST
$3,310.30
$3,310.30
CBC 2016
115 mph
5 psf
Electronic
TBD
Yes
INCLUDED EXCLUDED INCLUDED EXCLUDED
www.usa-shade.com 800-966-5005
AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR: 1000003533
Design and Engineering of Foundation Demolition (Existing Structures)
Reactions and Loads for attachment to Walls, Rooftops, or Other Payment and Performance Bonds
Foundation Location and Elevation Survey Special Inspection Fees
Permit Fee Fencing
DSA Submittal & Fees Curb Repair
Design and Engineering of Structure Landscape Repair
INCLUSIONS / EXCLUSIONS
ENGINEERING REQUIREMENTS INSTALLATION - MISCELLANEOUS
Sealed Drawings & Calculations Prevailing Wage / Certified Payroll
Permit Submittal Union Wages
USA SHADE reserves the right to implement a surcharge for significant increases in raw materials, including the following, but
not limited to: fuel, steel , fabric, and concrete. Proposal pricing is only valid for 30 days due to the fluctuation in pricing. Due
to recent significant increases experienced in raw steel and fabric materials, it may be necessary to order, invoice, and receive
payments for steel and fabric as soon as final sizing can be determined.
ENGINEERING REQUIREMENTS NOTES
Building Code
Contract pricing co-op from Sourcewell. Upon receipt of PO, we can release for
wetstamp engineering and calcs, 2-4 weeks. Reviewed and approved 1-2 weeks.
We then release for shop drawings 1-2 weeks, on to fabrication 5-7 weeks to
complete. Plus ship from Dallas, 3-4 days and install, 7-10 working days for
completion. City to confirm all utility concerns before start of installation.
Customer category A
Wind Load
Snow Load
Drawing Size
No. of Sealed Drawings
Calculations Required
Engineering $2,200.00
Customer Category AInstallation$89,333.00
TOTAL PRICE $168,825.55
SUBTOTAL $71,970.40 (4) Other (specify): Existing Customer
Sales Tax ( 7.75%)$5,321.15 NOTES:
Accessories/Miscellaneous $3,310.30 (2) Upon delivery of Unit(s)
Shipping/Handling $9,000.00 (3) Upon completion of assembly/installation
TOTAL FOR ACCESS/MISC ITEMS:
PRICINGTOTALS:PAYMENT TERMS:
Unit Total $59,660.10 (1) Upon execution of the Agreement (Deposit)
ACCESS/MISC.
ITEM DETAILS
Payment and Performance Bonds Add 2% to $165,515.20 or $3,310.30=
1)
2)
3)
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
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.
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 accepted 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”).
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.
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.
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 110-volt electrical service and necessary potable water available within 100 feet of our work.
www.usa-shade.com 800-966-5005
AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR: 1000003533
4)
5)
6)
7)
8)
9)
10)
11)
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.
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.
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 ultimate 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.”
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.
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 734158, Dallas, TX 75373-4158. 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 made, 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.
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.
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.
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
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.
www.usa-shade.com 800-966-5005
AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR: 1000003533
12)
13)
14)
15)
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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.
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
o Fabric tops attached to Coolbrella™ structures carry a three year warranty;
Concealed Conditions: ”Concealed conditions” include, without limitation, water, gas, sprinkler, electrical and sewage lines, post tension cables, and 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).
Changes in the Work: During the course of this project, Purchaser may order changes in the work (both additions and deletions). Additionally, an
approving agency may require changes in the work from the original design or engineering quoted and provided by the Company (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.
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 Warranty:
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AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR: 1000003533
•
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• 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.
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.
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, 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.
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;
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;
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 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 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;
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.
www.usa-shade.com 800-966-5005
AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR: 1000003533
16) Assembly/Installation:
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17)
18)
19)
20)
21)
22)
23)
24)
25)
26)
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.
Governing Law: The agreement will be construed and enforced in accordance with the laws of the State of Texas.
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.
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.
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.
Delegation: Subcontractors: The services and the manufacturing and assembly of the structures may be performed by subcontractors under appropriate
agreements with the Company.
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.
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.
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.
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.
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).
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.
www.usa-shade.com 800-966-5005
AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR: 1000003533
PURCHASER: SELLER:
City of Lake Elsinore USA SHADE & Fabric Structures
Signature: Signature:
By: (Print)By: (Print) Brian Donohue
Title:Title: Senior Regional Sales Manager
Date:Date: 11-18-2020
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.
NOTE: All purchase orders and contracts should be drafted in the name of Shade
Structures, Inc.
www.usa-shade.com 800-966-5005
AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR: 1000003533
USASHADE
Fabric Structures,
=0 � 0! 1' 19 R-11 i- I. 117T-f I=
Tuscany Hills Sports Park Ball Fields 1&2 Updated 11/1812020
,'■soposalPrepared.
City of
Chris Erickson Supervisor Public Works
AZ: 289388 CA, 989458 LA: 6i1718 W78724
NM; 383826 TN: 68712 DIR: 10060Q3633
USASHADE
Fabrle Structures.
Date: 11/18/2020
Proposal for USA SHADE & Fabric Structures
s s a r • s • e
7C'i-t,'o'ra!ke Elsinore
SOUTHERN CALIFORNIA Tuscany Halls Sports Park
th Langstaff Street
1085 N. Main Street, Suite C
Lake Elsinore
Orange
Lake Elsinore
CA
CA
CA
92530
92867
92530
Contact:
TBD
Contact:.
Contact:
Chris Erickson
Phone
Phone
714-427-6981
Phone
c951-453-9463
£mail
Email:
Email:
Fax:
Fax,:
Fax:
CORPORATE ADDRESS:
2580 Esters Blvd., Suite 100
DFW Airport, TX 75261
SOUTHERN CALIFORNIA
108S N. Main Street, Suite c
Orange, CA 92867
FAILING ADDRESS:
P.O. Box 3467
Coppel, TX 75019
NORTHERN CALIFORNIA!
927 Enterprise Way, Suite A
Napa, CA 94558
ARIZONA:
2452 W. BlrchW000 Ave, Suite 112
Mesa, AZ 85202
REMITTANCE ADDRESS:
P.O. Box 734158
Dallas, TX 75373-4158
LAS VEGAS:
622S S. Vallee 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 disclosura 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
Fields 1&2 bleacher shade over Srow
bleachers covering 1st base, home
base and 3rd base. Unit line price
$7,750 x6=$46,500 x 90%= $41,850
see orange cones for layout.
$107,142.37
Fields 1&2 with dugout coverage
both First and Third Base. Unit F
$9,333 x 4=$37,332 x
90%=$33,598.80
$84, 211.85
USASHE
l�a�ti `bt�tr�€�tur�es4
Structure Pricing
Unit Quantity: 6
Foundations By
USA Shade
Unit Type:
Full Hip Canti
Grout installation
USA Shade
Structure size:
5-15x20 & 1-17X20
Footing Type:
Drilled Pier
USA Shade Mode! Nurnher
202.5
Base Attachment:
PIH - Embed
Entry Height:
12l
Anchor Bolts:
n/a
No of Columns:
2
Concrete Cutting:
No of Fabric Tops:
Fabric Type:
Fabric Color:
1
Colourshade_FR
TBD
Dirt Removal: As needed
SuffaceType Grass or Concrete
,
Utilities to be confirmed
Steel Finish:
Powder Coated
Steel Color:
TBD
Electrical Provisions:
n/a
Cable/HDW Finish:
Galvanized
Concept No:
Structure 2
UNIt DETAU
Unit Quantity: 4
Foundations By
USA Shade
Unit Type:
Full Hip Cantl
Grout tnstaliation
USA Shade
Structure Size:
14x30
Footing Type:
Drilled Pier
for
USA Shade Model Number
202.5
Base Attachment:
PIH - Embed
rice
Entry Height:
10,
Anchor Bolts:
NIA
No of Columns:
2
Concrete Cutting:
Included
No of Fabric Tops:
1
Dirt Removal:
Included
Fabric Type:
Fabric Color:
Colourshade FR
TBD
SurfaceType: grass
e
Utilities to be confirmed by owner
Steel Finish:
Powder Coated
Steel Color:
TBD
Electrical Provisions:
n/a
[cCable/HDW Finish:
Galvanized
Concept No:
www,usa-shade.com 800-966-5005
AZ:289388 CA:989458 LA:61718 NV:78724 NV:78724 NM:383826 TN:68712 DIR:1000003533
USSHE
Structure Pricing
UNIT WAGE;
Snack Shack Shade Behind Bleachers
UNIT DETAILS:
Unit Quantity:
1
Foundations By
USA Shade
Unit Type:
Flip
Grout Installation
USA Shade
Structure Size:
20x40
Footing Type:
Drillers Pier
USA Shade Model Number
401.5
Base Attachment:
PIH - Embed
Entry Height:
12'
Anchor Bolts:
N/A
No of Columns:
4
Concrete Cutting:
Included
No of Fabric Tops:
1
Dirt Removal:
included
Fabric Type:
ColorshadeFR
Surface fype:
Concrete/grass
Fabric Color:
Tad]
Utilities confirmed by
Steel Finish:
Powder Coated
Steel Color:
TBD
Flectrical Provisions:
N/A
7owner
�2}6�.�
Cable/HDWFinish:
Galvanized
Concept No:
www.usa-shade.com 800-966-5005
AZ:289388 CA:989458 LA:61718 NV:78724 NV:78724 NM:383826 TN:68712 DIR:1000003533
USASHADE
& Fabri4C Structure®
Building Code
7 a
CBC2016
Wind Load
115mph
Snow Load
5 psi
Drawing Size
Electronic
No. of Sealed Drawings
TBC
Calculations Required
yes
Pricing based on Sourcewell contract and 10% qualifying unit discount. Upon
receipt of P0, we can release for wetstamp engineering and talcs, 2-4 weeks.
Reviewed and approved by City Engineering or Building Department 1-3 weeks.
Upon approval we then can release for shop drawings 1-2 weeks, them we can
release for fabrication, 5-7 weeks to complete. Plus ship from Gallas 3-4 days and
install 10-14 working days for completion. Category A client.
•EXCLUSIONS.
INCLUDED
EXCLUDED
ENCaINEERING RE UIREMENTS
• •
Li
❑
Sealed Drawings & Calculations
❑
Prevailing Wage / Certified Payroll
❑
Permit Submittal
❑
Union wages
❑
Q
Permit Fee
❑
❑
Fencing
❑
DSA Submittal & Fees
❑
❑✓
Curb Repair
❑
❑
Design and Engineering Of Structure
❑
Q
Landscape Repair
❑✓
❑
Design and Engineering of Foundation
❑
❑✓
Demolition (Existing Structures)
❑
Reactions and Leads for attachment to wails, Rooftops. ar Other
Q
❑
Payment and PerFormance Bonds
❑
E]
Foundation Location and Elevation Survey
LJ
Special Inspection Fees
www.usa-shade.com 800-966-5005
AZ: 289388 CA: 989458 LA: 61718 NV: 78124 NV:78724 NIVI: 393826 TN: 68712 DR 1000003533
USSHDE
A Fabric Structures,
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 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 he 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 rack 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,
rrr�� nn.ri�ironM�
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 "mplement 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 accepted 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 Shie 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.
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U SASH E
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
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 Purchasers 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 ultimate 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 109A 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 734158, Dallas, TX 75373-4158. 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 made, 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, Permits 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 tog 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 4S 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.
www.usa-shade.com 800-966-5005
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5 USASH E
1Fwwiiai , stra4mRUroxftA.
12) Concealed Conditions: "Concealed conditions" include, without limitation, water, gas, sprinkler, electrical and sewage lines, post tension cables, and steel
rebar. This agreement is based soMy 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 rased
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).
3.3) Changes in the Work: During the course of this project, Purchaser may order changes in the work (both additions and deletions). Additionally, an
approving agency may require changes in the work from the original design or engineering quoted and provided by the Company (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 wile 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 flailed 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
o Fabric tops attached to Cooibrelia'" structures carry a three year warranty;
o Individua€ fabric tops measuring greater than 40' to 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
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USASHADE
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/replacc 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 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 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 anyway, without prior written approval from the Company_
Specifically, no signs, objects, flans, 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;
o misuse, wil€ful 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 HE 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 MFRCHANTABILITY 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.
Calourshade W and extreme 3211 are registered trademarks of Muitiknit 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.
www.usa-shade.com 800-966-5005
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USASHADE
Fa h alp i�= s t r iiix a 'll: our r ae s �.
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 structures) 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 he 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 Owners premises free and clear of debris,
automobiles, or other interference Monday - Friday during the hours of &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-mobili7ation charge
may be charged to Purchaser before Company will reschedule the assembly.
20) Relegation: Subcontractors: The services and the manufacturing and assembly of the structures may he performed by subcontractors under appropriate
agreements with the Company,
21) Force Maleure: 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.
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U SASH D E
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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: SELLER:
City of Lake Elsinore USA SHADE & Fabric Structures
Signature:
By: (Print)
Title:
Date.
Signature:
By: (Print) Brian Donohue
Title: Senior Regional Sales Manager
Date: 11-18-2020
NOTE: All purchase orders and contracts should be drafted in the name of Shade
Structures, Inc.
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