HomeMy WebLinkAboutItem No. 23 - Agreement with USA Shade & Fabric Structures for Canopy Shades at Various Parks
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REPORT TO CITY COUNCIL
To:Honorable Mayor or Members of the City Council
From:Jason Simpson, City Manager
Prepared by:Rick De Santiago, Public Works Manager
Date:December 13, 2022
Subject: Pre-designed and Engineered Canopy Shade Structures and Installation
from USA Shade & Fabric Structures for Canyon Hills Community Park,
Summerly Park and Swick & Matich Park
Recommendation
1. Approve and authorize the City Manager to execute the agreement with USA Shade & Fabric
Structures for the purchase and installation of the canopy shade structures in an amount not
to exceed $824,721.90 in such final form as approved by the City Attorney; and
2. Authorize the City Manager to execute change orders not to exceed a 10% contingency
amount of $82,472.10 for unanticipated costs.
Background
Staff has performed research on various shade structure configurations and opportunities to
conclude the shade structures available on the National Buy Board (Sourcewell) through USA
Shade & Fabric Structures meet and exceed the requirements of the City for all 3 City Locations
(Canyon Hills, Summerly Park and Swick & Matich Park.) This purchase will provide for all 3
locations a turn-key shade structure product which includes, design, engineering, fabrication,
supply, and installation. Using the buy board (Sourcewell) considerably reduces construction
engineering, on-site construction timelines and is more economical than architecturally designed
shade structures that are built on-site. Purchasing the shade structures directly from the
manufacturer, on a pre-determined competitive price schedule will avoid any additional mark-
ups.
Canopy Shade Structures
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Discussion
USA Shade & Fabric Structures will design, engineer, fabricate, supply and install including
certified structural footings for the following shade structures. The major shade structure elements
are listed below:
Canyon Hills Park
· One (1) Super span Pyramid multi-level multi-panel 50’ long and 50’ high
· Four (4) columns, Eight (8) fabric tops
· Steel finish powder coated (white)
· Cable/HDW galvanized finish
· Footing engineered, concrete steel reinforce driller pier on grass
· Price $149,965.00
Summerly Park
· Two (2) Full hip cantilever 19’ long and 8’ high
· Two (2) columns, one (1) fabric top
· Six (6) Full hip cantilever 19’ long and 12’ high
· Two (2) columns, one (1) fabric top
· Cable/HDW galvanized finish
· Footing engineered, concrete steel reinforce driller pier on concrete
· Price $304,756.90
Swick & Matich Park
· Two (2) Single Post Pyramid Cantilever 20’ long and 20’ high
· One (1) column, one (1) fabric top
· Three (3) Full Hip Cantilever Joined 36’ long and 20’ high
· Three (3) columns, one (1) fabric top
· Cable/HDW galvanized finish
· Footing engineered, concrete steel reinforce driller pier on dirt
· Price $370,000.00
USA Shade & Fabric Structures has been competitively bid and priced on Sourcewell, Contract
Number #010521-LTS, with an expiration date of 2/17/2025. Sourcewell, formerly National Joint
Powers Alliance, was created by state law as a service cooperative to provide programs and
services to members in education and government. Sourcewell was established with the statutory
purpose to assist members in meeting specific needs which are more efficiently delivered
cooperatively than by an entity individually. Sourcewell is authorized to establish competitively
awarded cooperative purchasing contracts on behalf of itself and its member agencies.
Sourcewell follows the competitive contracting law process to solicit, evaluate, and award
cooperative purchasing contracts for goods and services. Sourcewell cooperative purchasing
contracts are made available through the joint exercise of powers law to member agencies.
Member agencies include all eligible government, education, and non-profit agencies nationwide
and in Canada.
Canopy Shade Structures
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The attached proposal from USA Shade & Fabric Structures proposes a turn-key shade canopy
system purchase and installation for all 3 locations. Following the approval of this agenda item,
staff will execute a City purchase and installation agreement for the shade structures and place
the material on order for an immediate installation.
Fiscal Impact
The funding is available in the FY 22/23 Capital Improvement Plan (CIP) budget.
Attachments
Attachment 1 - Agreement
Exhibit A - Quotes
Attachment 1 - Agreement.pdf Page 1
AGREEMENT FOR CONTRACTOR SERVICES
USA Shade & Fabric Structures
Purchase & Installation of Canopy Shade Structures at Canyon Hills Park, Summerly
Park and Swick & Matich Park
This Agreement for Contractor Services (the “Agreement”) is made and entered into as of
December 13, 2022, by and between the City of Lake Elsinore, a municipal corporation (‘‘City")
and USA Shade & Fabric Structures, a Corporation ("Contractor").
RECITALS
A. The City has determined that it requires the following Contractor services:
Purchase and installation of canopy shade structures at Canyon Hills Park, Summerly Park and Swick and
Swick & Matich Park.
B. Contractor has submitted to City a proposal, dated October 7, 2022, attached
hereto as Exhibit A (“Contractor’s Proposal”) and incorporated herein, to provide contractor
services to City pursuant to the terms of this Agreement.
C. Contractor possesses the skill, experience, ability, background, certification and
knowledge to perform the services described in this Agreement on the terms and conditions
described herein.
D. City desires to retain Contractor to perform the services as provided herein and
Contractor desires to provide such contractor services as set forth in this Agreement.
AGREEMENT
1. Scope of Services. Contractor shall perform the services described in Contractor’s
Proposal (Exhibit A). Contractor shall provide such services at the time, place, and in the manner
specified in Contractor’s Proposal, subject to the direction of the City through its staff that it may
provide from time to time.
2. Time of Performance.
a. Time of Essence. Time is of the essence in the performance of this
Agreement. The time for completion of the contractor services to be performed by Contractor is
an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the
contractor services contemplated pursuant to this Agreement according to the agreed upon
performance schedule in Contractor’s Proposal (Exhibit A).
b. Performance Schedule. Contractor shall commence the services pursuant
to this Agreement upon receipt of a written notice to proceed and shall perform all services within
the time period(s) established in the Contractor’s Proposal (Exhibit A). When requested by
Contractor, extensions to the time period(s) specified may be approved in writing by the City
Manager.
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c. Term and Compliance with Task/Work Order System. Unless earlier
terminated as provided elsewhere in this Agreement, this Agreement shall continue in full force
and effect for a period commencing on December 13, 2022 and ending June 30, 2023. The City
may, at its sole discretion, extend the term of this Agreement on a 12-month basis not to exceed
2 additional twelve (12) month renewal terms by giving written notice thereof to Contractor not
less than thirty (30) days before the end of the contract term, such notice to be exercised by the
City Manager.
Contractor hereby agrees and acknowledges that any and all work or services
performed pursuant to this Agreement shall be based upon the issuance of a Task/Work Order
by the City. Contractor acknowledges that it is not guaranteed any minimum or specific amount
of work or services as all work or services shall be authorized through a Task/Work Order issued
by the City.
3.Compensation. Compensation to be paid to Contractor shall be in accordance
with the fees set forth in Contractor's Proposal (Exhibit A), which is attached hereto and
incorporated herein by reference. In no event shall Contractor's annual compensation exceed
Eight Hundred Twenty-Four Thousand Seven Hundred Twenty-One and Ninety Cents ($824,721.90)
without additional written authorization from the City. Notwithstanding any provision of
Contractor's Proposal to the contrary, out of pocket expenses set forth in Exhibit A shall be
reimbursed at cost without an inflator or administrative charge. Payment by City under this
Agreement shall not be deemed a waiver of defects, even if such defects were known to the City
at the time of payment.
4. Method of Payment. Contractor shall promptly submit billings to the City describing
the services and related work performed during the preceding month to the extent that such
services and related work were performed. Contractor’s bills shall be segregated by project task,
if applicable, such that the City receives a separate accounting for work done on each individual
task for which Contractor provides services. Contractor’s bills shall include a brief description of
the services performed, the date the services were performed, the number of hours spent and by
whom, and a description of any reimbursable expenditures. City shall pay Contractor no later
than forty-five (45) days after receipt of the monthly invoice by City staff.
5. Background Checks. At any time during the term of this Agreement, the City
reserves the right to make an independent investigation into the background of Contractor’s
personnel who perform work required by this Agreement, including but not limited to their
references, character, address history, past employment, education, social security number
validation, and criminal or police records, for the purpose of confirming that such personnel are
lawfully employed, qualified to provide the subject service or pose a risk to the safety of persons
or property in and around the vicinity of where the services will be rendered or City Hall. If the City
makes a reasonable determination that any of Contractor’s prospective or then current personnel
is deemed objectionable, then the City may notify Contractor of the same. Contractor shall not
use that personnel to perform work required by this Agreement, and if necessary, shall replace
him or her with a suitable worker.
6. Suspension or Termination.
a. The City may at any time, for any reason, with or without cause, suspend
or terminate this Agreement, or any portion hereof, by serving upon the Contractor at least ten
(10) days prior written notice. Upon receipt of such notice, the Contractor shall immediately cease
all work under this Agreement, unless the notice provides otherwise. If the City suspends or
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terminates a portion of this Agreement such suspension or termination shall not make void or
invalidate the remainder of this Agreement.
b. In the event this Agreement is terminated pursuant to this Section, the City
shall pay to Contractor the actual value of the work performed up to the time of termination,
provided that the work performed is of value to the City. Upon termination of the Agreement
pursuant to this Section, the Contractor will submit an invoice to the City, pursuant to Section
entitled “Method of Payment” herein.
7. Plans, Studies, Documents.
a. Ownership of Documents. All plans, studies, documents and other writings
prepared by and for Contractor, its officers, employees and agents and subcontractors in the
course of implementing this Agreement, except working notepad internal documents, shall
become the property of the City upon payment to Contractor for such work, and the City shall
have the sole right to use such materials in its discretion without further compensation to
Contractor or to any other party. Contractor shall, at Contractor’s expense, provide such reports,
plans, studies, documents and other writings to City upon written request. City shall have sole
determination of the public’s rights to documents under the Public Records Act, and any third-
party requests of Contractor shall be immediately referred to City, without any other actions by
Contractor.
b. Licensing of Intellectual Property. This Agreement creates a nonexclusive
and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights,
designs, and other intellectual property embodied in plans, specifications, studies, drawings,
estimates, and other documents or works of authorship fixed in any tangible medium of
expression, including but not limited to, physical drawings or data magnetically or otherwise
recorded on computer diskettes, which are prepared or caused to be prepared by Contractor
under this Agreement ("Documents & Data"). Contractor shall require that all subcontractors
agree in writing that City is granted a nonexclusive and perpetual license for any Documents &
Data the subcontractor prepares under this Agreement. Contractor represents and warrants that
Contractor has the legal right to license any and all Documents & Data. Contractor makes no
such representation and warranty in regard to Documents & Data which were prepared by design
professionals other than Contractor or provided to Contractor by the City. City shall not be limited
in any way in its use of the Documents & Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City’s sole risk.
c. Confidentiality. All ideas, memoranda, specifications, plans, procedures,
drawings, descriptions, computer program data, input record data, written information, and other
Documents & Data either created by or provided to Contractor in connection with the performance
of this Agreement shall be held confidential by Contractor. Such materials shall not, without the
prior written consent of City, be used by Contractor for any purposes other than the performance
of the services under this Agreement. Nor shall such materials be disclosed to any person or
entity not connected with the performance of the services under this Agreement. Nothing
furnished to Contractor which is otherwise known to Contractor or is generally known, or has
become known, to the related industry shall be deemed confidential. Contractor shall not use
City’s name or insignia, photographs relating to project for which Contractor’s services are
rendered, or any publicity pertaining to the Contractor’s services under this Agreement in any
magazine, trade paper, newspaper, television or radio production or other similar medium without
the prior written consent of City.
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8. Contractor’s Books and Records.
a. Contractor shall maintain any and all ledgers, books of account, invoices,
vouchers, canceled checks, and other records or documents evidencing or relating to charges for
services, or expenditures and disbursements charged to City for a minimum period of three (3)
years, or for any longer period required by law, from the date of final payment to Contractor to
this Agreement.
b. Contractor shall maintain all documents and records which demonstrate
performance under this Agreement for a minimum period of three (3) years, or for any longer
period required by law, from the date of termination or completion of this Agreement.
c. Any records or documents required to be maintained pursuant to this
Agreement shall be made available for inspection or audit, at any time during regular business
hours, upon written request by the City Manager, City Attorney, City Auditor or a designated
representative of these officers. Copies of such documents shall be provided to the City for
inspection at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually
agreed upon, the records shall be available at Contractor’s address indicated for receipt of notices
in this Agreement.
d. Where City has reason to believe that such records or documents may be
lost or discarded due to dissolution, disbandment or termination of Contractor’s business, City
may, by written request by any of the above-named officers, require that custody of the records
be given to the City and that the records and documents be maintained in City Hall. Access to
such records and documents shall be granted to any party authorized by Contractor, Contractor’s
representatives, or Contractor’s successor-in-interest.
9. Independent Contractor.
a. Contractor is and shall at all times remain as to the City a wholly
independent contractor pursuant to California Labor Code Section 3353. The personnel
performing the services under this Agreement on behalf of Contractor shall at all times be under
Contractor’s exclusive direction and control. Neither City nor any of its officers, employees, or
agents shall have control over the conduct of Contractor or any of Contractor’s officers,
employees, or agents, except as set forth in this Agreement. Contractor shall not at any time or
in any manner represent that it or any of its officers, employees, or agents are in any manner
officers, employees, or agents of the City. Contractor shall not incur or have the power to incur
any debt, obligation, or liability whatsoever against City, or bind City in any manner.
b. Notwithstanding any other federal, state and local laws, codes, ordinances
and regulations to the contrary and except for the fees paid to Contractor as provided in the
Agreement, Contractor and any of its employees, agents, and subcontractors providing service
under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any
claims to, any compensation, benefit, or any incident of employment by City, including but not
limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution
to be paid by City for employer contribution and/or employee contributions for PERS benefits.
10. PERS Eligibility Indemnification. In the event that Contractor or any employee,
agent, or subcontractor of Contractor providing services under this Agreement claims or is
determined by a court of competent jurisdiction or the California Public Employees Retirement
System (PERS) to be eligible for enrollment in PERS as an employee of the City, Contractor shall
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indemnify, defend, and hold harmless City for the payment of any employee and/or employer
contributions for PERS benefits on behalf of Contractor or its employees, agents, or
subcontractors, as well as for the payment of any penalties and interest on such contributions,
which would otherwise be the responsibility of City.
11. Interests of Contractor. Contractor (including principals, associates and
professional employees) covenants and represents that it does not now have any investment or
interest in real property and shall not acquire any interest, direct or indirect, in the area covered
by this Agreement or any other source of income, interest in real property or investment which
would be affected in any manner or degree by the performance of Contractor’s services
hereunder. Contractor further covenants and represents that in the performance of its duties
hereunder no person having any such interest shall perform any services under this Agreement.
Contractor is not a designated employee within the meaning of the Political Reform Act
because Contractor:
a. will conduct research and arrive at conclusions with respect to his/her
rendition of information, advice, recommendation or counsel independent of the control and
direction of the City or of any City official, other than normal agreement monitoring; and
b. possesses no authority with respect to any City decision beyond rendition
of information, advice, recommendation or counsel. (FPPC Reg. 18700(a)(2).)
12. Professional Ability of Contractor. City has relied upon the professional training
and ability of Contractor to perform the services hereunder as a material inducement to enter into
this Agreement. Contractor shall therefore provide properly skilled professional and technical
personnel to perform all services under this Agreement. All work performed by Contractor under
this Agreement shall be in accordance with applicable legal requirements and shall meet the
standard of quality ordinarily to be expected of competent professionals in Contractor’s field of
expertise.
13. Compliance with Laws.
a. Contractor shall comply with all local, state and federal laws and
regulations applicable to the services required hereunder, including any rule, regulation or bylaw
governing the conduct or performance of Contractor and/or its employees, officers, or board
members.
b. Contractor represents that it has obtained and will maintain at all times
during the term of this Agreement all professional and/or business licenses, certifications and/or
permits necessary for performing the services described in this Agreement, including a City
business license.
14. Licenses. Contractor represents and warrants to City that it has the licenses,
permits, qualifications, insurance and approvals of whatsoever nature which are legally required
of Contractor to practice its profession. 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.
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15. 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.
16. Insurance Requirements.
a. Insurance. Contractor, at Contractor’s own cost and expense, shall
procure and maintain, for the duration of the contract, 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
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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 Contractors. The
amount of this insurance shall not be less than one million dollars ($1,000,000) on a
claims-made annual aggregate basis, or a combined single limit per occurrence basis.
b. Endorsements. Each general liability and automobile liability insurance
policy shall be with insurers possessing a Best’s rating of no less than A:VII and shall be endorsed
with the following specific language:
i. Notwithstanding any inconsistent statement in any required
insurance policies or any subsequent endorsements attached thereto, the protection
offered by all policies, except for Workers’ Compensation, shall bear an endorsement
whereby it is provided that, the City and its officers, employees, servants, volunteers and
agents and independent contractors, including without limitation, the City Manager and
City Attorney, are named as additional insureds. Additional insureds shall be entitled to
the full benefit of all insurance policies in the same manner and to the same extent as any
other insureds and there shall be no limitation to the benefits conferred upon them other
than policy limits to coverages.
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.
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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.
17. Notices. Any notice required to be given under this Agreement shall be in writing
and either served personally or sent prepaid, first class mail. Any such notice shall be addressed
to the other party at the address set forth below. Notice shall be deemed communicated within
48 hours from the time of mailing if mailed as provided in this section.
If to City: City of Lake Elsinore
Attn: City Manager
130 South Main Street
Lake Elsinore, CA 92530
With a copy to: City of Lake Elsinore
Attn: City Clerk
130 South Main Street
Lake Elsinore, CA 92530
If to Contractor:USA Shade & Fabric Structures
Attn: Virginia Marquez, Contract's Manager
1085 N. Main St, Suite C
Orange, CA 92867
18. Assignment and Subcontracting. The parties recognize that a substantial
inducement to City for entering into this Agreement is the professional reputation, experience and
competence of Contractor and the subcontractors listed in Exhibit B. 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. Contractor shall not subcontract any portion of the work to be
performed under this Agreement except as provided in Exhibit B without the written authorization
of the City. If City consents to such subcontract, Contractor shall be fully responsible to City for
all acts or omissions of those subcontractors. 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.
19. 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.
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20. 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.
21. 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.
22. Prohibited Interests. Contractor maintains and warrants that it has not employed
nor retained any company or person, other than a bona fide employee working solely for
Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid
nor has it agreed to pay any company or person, other than a bona fide employee working solely
for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration
contingent upon or resulting from the award or making of this Agreement. For breach or violation
of this warranty, City shall have the right to rescind this Agreement without liability. For the term
of this Agreement, no member, officer or employee of City, during the term of his or her service
with City, shall have any direct interest in this Agreement, or obtain any present or anticipated
material benefit arising therefrom.
23. 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.
24. Prevailing Wages. Contractor is aware of the requirements of California Labor
Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8,
Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage
rates and the performance of other requirements on "public works" and "maintenance" projects.
Contractor agrees to fully comply with all applicable federal and state labor laws (including,
without limitation, if applicable, the Prevailing Wage Laws). It is agreed by the parties that, in
connection with the Work or Services provided pursuant to this Agreement, Contractor shall bear
all risks of payment or non-payment of prevailing wages under California law, and Contractor
hereby agrees to defend, indemnify, and hold the City, and its officials, officers, employees,
agents, and volunteers, free and harmless from any claim or liability arising out of any failure or
alleged failure to comply with the Prevailing Wage Laws. The foregoing indemnity shall survive
termination of this Agreement.
25. 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.
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26. 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.
27. Authority to Enter Agreement. 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.
28. Counterparts. 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.
29. Entire Agreement; Incorporation; Conflict. This Agreement contains the entire
understanding between the parties relating to the obligations described herein. All prior or
contemporaneous understandings, agreements, representations and statements, oral or written,
are superseded in total by this Agreement and shall be of no further force or effect. Contractor’s
Proposal is incorporated only for the description of the scope of services and/or the schedule of
performance and no other terms and conditions from such proposal shall apply to this Agreement
unless specifically agreed to in writing. In the event of conflict, this Agreement shall take
precedence over those contained in the Contractor’s Proposal.
30. 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.
[Signatures on next page]
Page 11
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
City Manager
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
Assistant City Manager
“CONTRACTOR”
Shade Structures, Inc., a Corporation
By:Virginia Marquez
Its:Assistant Secretary
Attachments: Exhibit A – Contractor’s Proposal
Exhibit B – List of Subcontractors
EXHIBIT A
EXHIBIT A
CONTRACTOR’S PROPOSAL
[ATTACHED]
EXHIBIT B
EXHIBIT B
LIST OF SUBCONTRACTORS
[ATTACHED]
USASHADE& Fabrlc Structute$@
Canyon Hills Community Park
finn022
Pricing valid for 15 days
Proposal Prepared For:
City of Lake Elsinore Accounts Payable
521 North Landstaff St
Lake Elsinore, CA 92530
AZ: 289388 CA: 989458 LA: 61718 NV:78724
NM:383826 TN:68712 DIR: 1000003533
www.usa-shade.com | 800-966-5005
USASHADE
& Fabrlc Strrrctuiato
Proposal for USA SHADE & Fabric Structures
UAILING ADDRESS:
P.O. Box 3457
Coppel, TX 75019
Datel 701712022
REilIITTANCE ADDRESS:
P.O. Box 734758
Dallas, TX 75373-4158
CORPORATE ADDRESS:
2580 Esters Blvd., Suite 100
DFW Airport, TX75261
SOUTHERN CALIFORilIA:
1085 N. Main Sreet, Suite C
Orange, CA 92867
NORTHERIII CALIFORilIA:
927 Enterprise Way, Suite A
Napa, CA 94558
ARIZONA:
2452 W. Birchwood Ave, Suite 112
Mesa, AZ 85202
LASVEGAS:
5225 S. valley view Blvd., Suite I
Lae Ve8as, Nv 8t1118
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" lf you are not the intended recipient, or the employee or agent responsible for delivering this message to the
intendedrecipient,youareherebynotifiedthatanyunauthorizeddisclosure,distribution,orcopyingofthiscommunicationisstrictlypmhibited. lfyouhave
received this communication in error, please notify us immediately by phone and retum the original message to the applicable address above.
www.usa-shade.com 800-966-5005
AZ:289388 CA:989458 LA:61718 NY:78724 NV:78724 NM:383826 TN:68712 DIR:1000003533
City of lake Elsinore Accounts Payable SOUTHERN CATIFORNIA Canyon Hills Community Park
521 North Landstaff St 1085 N. Main st 34360 Canyon Hills Rd
Lake Elsinore Clrange Lake Eisinore
CA CA CA
92530 9286?92532
Contact::ontact::onstruction Dept Contact:3hris Erickson
Phone Phone t14-656-4564 Phone ,51-453-9463
Email:Email:lceballos @ usa-shade.qe nl :mail:
'ax:Fa(:-ax:
ProJeat lnformatlun:Sales lnformotion:
,urchaser:)ity of lake Elsinore :ontact::hris Erickson ;ales Rep:iric Roys
)roiect Name:ianyon Hills Community Park rhone:)s1-453-9463 Phone:tw-927-7567
fuote Nol )1091422ER :mail::erickson@lake"clrinorc. 0rg.imail:rric. rovs@ usa-shade.com
r0 No::ax::ax:
Billing lnfornlrtioni 5hipping lnformotion:Job:ite lntormationr
USASHADEI tab"lc 3tructsror.
Structurre Pricing
www.usa-shade.com 800-966-5005
AZ:289388 CA:989458 LA:61718 NV:78724 NV:78724 NM:383826 TN:68712 DIR:1000003533
Jnit Quantity:1 :oundations By USA Shade
Jnit Type:Super Sprn Pyramid Multi-
Lml Multl-Prn.l Srout installation Not Applicable
;tructure Size:50x50 :ooting Type:Drilled Pier
JSA Shade Model Numbet 405.3 lase Attachment:PIH - Embed
:ntry Height:10 \nchor Bolts:N/A
!o of Columns:4 :oncrete Cutting:N/A
\lo of Fabric Tops:8 )irt Removal:lncluded
:abric Type:Colourshade_FR iurface Type:Grass
:abric Color:TBD
iteel Finish:Powder Coated
Sourcewell Contract s 010521 tist price S69,5m.12-
10%=S02,550.10
iteel Color:TBD
:lectrical Provisions:N/A
s62,550.10
lable/HDW Finish:Galvanized
:oncept No:
Structure 1
UNIT IMAGT UNIT DTTAITS
NOTES
PRICE
USASHADE& Feb?lc Sttuct.rTc!.
USA SI{ADE nes€nrer the rlglrt to lmplement a surcharge for signifkant increascs in raw materids, indudiltg the followin6 but
not limited to: fuel, rteel , fabric, and concrete. Proposal pricing is only valid for 15 days to thc flu(ill.tion in pricllg. Due to
recent slgnfficant incneaJcs erperienced ln raw steel and fabric materials, it may be nccessety to order, imroke, and recelve
for steel and fabric as roon as final sizing can be determined.
www.ura-rhada.com 800-966-51105
AZ:289388 CA:989458 LA:61718 NV:78724 NV:78724 NM:383826 TN:68712 DIR:1000003533
) Upon exeoJtion of the Agreement (Deposit)
l upon delivery of Unlt(s)
Pricing Terms above subject to credit
approval
lf Bonds are needed, add 2% to the tota! prlce.
a n iealed DrawlnSs & Calculations E tr rrevailing Wage,/ Certifi ed Payroll
E tr ,ermit Submittal n Jnion Wages
E D Permit Fee E D renclnE
n E DSA Submittal & Fees n E [ater and Electrical
a tr Design and EngineerinB of Structure t:]-andscape Reoair
7 n Design and EnBineering of Foundatlon E E )emolition {ExlstinB Structures}
ll u lerctioB rnd L6dsfor.tt cimentto Wallt R@ftops, or oth€r u E )aymeot and Perforrnance Bonds
n ul Foundation Location and Elevetion 5urvey I E ipecial lnspection Fees
ACCTSS/MrS(.
QIY ITEM DETAILS cosT
IOTAT FOR ACCESS/MISC ITEMS:
PRICINGTOIALS:
Unit Tota lncluded
Accessories/Miscellaneour lncluded
5npplnvHandInl
.Eubidrt to marlat fluctuatiol $7"5o3.52
SUBIOTAt $r,sot.sz
Sale: Tax (8.75i6 lnclud.d
EnBineerinl lncluded
lnstallatior lncluded
TOTAT PRICE s149,!65.00
PAYMENT TERMS:
so%
3! Upon comgletion of assembly/installation l0AYo
4l Other (specin:
NU I 15:
ENGINEERING REQUIREMENTS NOTES
Building Code cBc 2019
wind Load 115 mph
Snow Load 5 psf
DrawinB Sire Electronic
No. of S€aled Drawings Electronic
Calculations Required Electronic
rNcl-ustoNs / ExcLUsroNs
rNcruDrD rxcruoro ENGINEERING REQUIREMENTS TNCIUDED ExcruDED INSTAI"LATION MISCELTANEOUS
E
USASHADEI Frlr:lc ltructur.r.
Construqtion Assu mptions
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 requlred and direct access not available, additional costsfor such will be submitted by a Change Order.
2) Our pricing is based on the ability to perform all of our work with clear, iequential, and continuous access without interruption during normal daytime
working hours. We have assumed one mobilization for the installation of foundations, steel and fabric; lf 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) OurpricingdoesnotincludedailysitedelaysaccessinStheworkareas. USASHADEwillsubmitaChangeOrderforanydelayscausedbyothertrades
which interfere or cause us to stop working.
4) We will require site sanitary facilities and refuse containers by others lvithin 200 feet of our work.
5) USA SHADE will leave its work and materials in a clean condition at the conclusion of our work.
6) Barricadeg and public security requirements are not included.
7) 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 materia,s as defined by the EPA; (b} moving owne/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.
8l Pricing for foundation design is based on drilled pier footings. ln the event the geotechnical report requires an alternate configuration, any additional
costs incuned will be submitted to the client by a Change Order.
9) Diggingofourfoundationswillnotbeconstrainedbyanyexistingconcreteorutilities. USASHADEwillnotberesponsibleformovingorrepairingany
underground utility lines such as electrical, telephone, gas, water, or sprinkler lines that may be encountered durinS installation.
101 Any additional costs incurred as a result of hard rock conditions requiring extra eguipment, 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 insiallation.
u
2't
GENERAL TERMS & CONDITIONS AND WARRANW
Prooosal: The above proposal is valid for 15 days from the date first set forth above. After 15 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 oftime between proposals, contracts, and
{inal installation, USA SHADE & Fabric Structures reseryes the right to implement this surcharge, when applicable.
Rtrchase: By executing this proposal, or submitting a purchase order pursuant to this proposal {which shall incorporate the terms of this a8reement
specifically by reference) which is accepted by UsA SHADE & Fabric Structures (the "Compant''), the purchaser identified above ("you" or the "Purchaser"!
agrees to purchase Shade Structures brand shade structures ('5tructures") and the services to be provided by the Company, as detailed in the "Structure
Pricing" and "General Scope of Work" sections of this agreemen! above, or in the relevant purchase order accepted by the Company, for use by Purchaser
or for installation by Comparry or Purchaser on b€half 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 thlo Clalms: 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.
Standard f,rcluslons: Unless specifically included under the "General Scope of WorlC' 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 Owne/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 during normal course of construction.
www.usa-shade.com 800-966,5005
AZ:289388 CA:989458 LA:61718 NV:78724 NV:78724 NM:383826 TN:687'12 DIR: 1000003533
3)
4)
USASHADEllrbttc Sttu|'tu?.1.
5) Bgndllr Guldelines: lf purchaser will use or provide the Structures and Services for an Owner other than Purchaser {including urithout limitation, as a
subcontractor of Purchaser), Purchaser will include the following statement in Purchase/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 Iequir€ments, any performance and/or payment
bond will cover only the first year of the USA SHADE & Fabric Structures warranty."
Gt lnsursnce Ratr$lre$Etts: Company is not required to provide any insurance coverage in excess of Company's standard insurance. A copy of the
€ompany's standard insurance is available for your review prior to acceptance of the Company's proposal.
7l pavment: Terms of payment are defined in the "Pricing Details" section and are specific to this contract. tor 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 consen! or a final building department approval is
issued, whichever occurs first. Progress billing and payment will be required. All payments must be made to Shade Structures, lnc., P.O. Box 73415&
Dallas, TX 753734158. 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.
8l Uen Rol€at6: Upon request by Owner, Company will issue appropriate paftial 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. ln accordance with
sx1te lavvt 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.
9l Slte plan Agoroval. Permlt/s. Permlt Fees. Pl?rlsr gnrlneerl,rr Dlawi*r3. and SuJrr€ylnr: Site plan approval, permits, Frmit 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
doesnotinanywaywarrantorrepresentthatapermitorsiteplanapprovalforconstructionwillbeobtained. Sealedengineereddrawingsthatare
required but not included in the "General Scope of Work" will result in an additional cost to Purchaser.
10! Maoufictllrlnr & Dellverv: 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 tim€lines do not include approval or permitting timeframes.
11) Rdurnd Prod$ct Deporltr. andlor Cancelled Orden 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, rhipping, handling, etc.) are the responsibility of the Purchaser, up to notice of cancellation.
12) Cgaseakd"Condltloar: "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. lf 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. ln 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 dlameter, 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, equipmenL 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
onadrilledpierfooting. Anyvariationwillincuradditionalcharges(i.e.spreadfootings,concretemat,sand,water,landfill,etc,). Costsforfootingand
installation do not ioclude any allowance for extending below frost lines (the additional costs for which vary by geographical region).
13) Chrnr€s in the Work: During the course of this proiect, 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
andtheCompany,whichwilldetailthe"GeneralscopeoftheChangeOrder". ShouldanyChangeOrderbeessentialtothecompletionoftheproject,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 billinS to Purchaser for payment, less a labor allowance for work not
performed but including additional charges incurred due to the stoppaSe. No credit will be allowed for materials sold and supplied, which will remain the
property of the Purchaser.
wwwusa-shade.com 800-966-5005
AZ:289388 CA:989458 LA:61718 NV:78724 NV:78724 NM:383826 TN:68712 DIR: 1000003533
USASHADEI Frbrlc ttruetrrr...
14) lndemnllkadon: 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 daims, damages, losses and expens€s, including but not limited to, attorneys' fees related to the
installation of the Structure or performance of the seMces, provided that such claim, damage. loss, or expense is attributable to bodity 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 omigsions 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,
regardlessofwhetherornotsuchclaim,damage,loss,orexpenseiscausedinpartbyapartyindemnifiedhereunder. SuchobliSationshallnotbe
construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person dexribed in Section 15.
15) statefi ellt of UmlM warrrntv:
r The structural integrity ofalt supplied steel is warranted for ten years.
r lf assembly is provided by the Company, workmanship of the structure is covered for one year, including labor for the rcmoval of any failed part,
disassembly (if necessaryl, cost of shippinS, and reassembly.
. All steel surface finishes are wananted for one year.
o Shadesure'", Colourshade. FR, eXtreme 32'", Commercial 95*, SaFRshade'", and Monotec 370'" fabrics all carrY a ten year limited manufacturer's
warranty aBainst 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 2096 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 Mulbeny carry a five year pro-rated
o Fabric tops attached to Coolbrella* structures carry a three year warranty;
o lndividual fabric tops measuring greater than 4d in length are covered by a non-prorated five year warranty;
o Precontraint 502- waterproof membrane is subject to an eight year pre'rated warranty.
r Sewing thread is warranted for ten years.
wwuusa-shade.com E00.966-5005
AZ:289388 CA:989458 LA:617'18 NV:78724 NV:78724 NM:383826 TN:68712 DIR: 1000003533
USASHADEtl trDrlc ltructur...
General Limited Warranw Terme and Conditions
r These limited warranties are effectiye 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.
. ln its sole discretion, the Company will repair and or/replace defective structures, produrts or workmanship, or refund that portion of the price related to
the defeaive product, labor, or service rendered.
r The Company reserves the right, in cases where certain fabric colors have been discontinued, to offer the Purchaser or Owner a choice of available
altemative 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.
r 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 oft.site inspection performed by a Company representative. Please contact the Company at warranty@usa-shade.com for more details.
r All wananty 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 o, the alleged defect and must include a detailed description and applicabh photogfaphs of the alleged defect
or problem. Warranty claims should be submitted by email to warranty(Pusa-shade.com.
r Purchaser or Owner agrees that venue for any court action to enforce these limited wananties shall be in the City or County of Oallas in the Sbte of Texa'
USA.
o 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 astembled in strict compliance with USA SHADE specifications;
o anychanges,modifications,additions,orattachmentsaremadetothestructuresinanyway,withoutpriorwrittenapprovalfromtheCompany.
Specifically, no siBns, objects, fans, light fixtures, etc. may be hung from the structures, unless specifically engineered by the Company.
. These limited rvarranties do not cover defects and/or damages caused by:
o normal urear and tear;
o misuse, willful or intentional dama8e, vandalism, contact with chemicals, cuts and Acts of God (i.e. tomado, hurricane, micro/macros burst,
earthquake, wildfires, etc.);
o ice, snow or wind loads in excess of the designed load parameters enpineered 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.e Th€ limited warranties exdicitly exclude:
o workmanship related to assembly not provided by the Company or its agents;
o fabric curtains, valances, and flatvertical panels;
o fabric tops installed on suuctur€s that were not engineered and originally supplied by the Company.. THE COMPANY SHALL NOT BE LIABLE FOR ANY INCIDENTAI, CONSEQUENTIAI. SPECIAL IIQUIDATEO, EXEMPI RY' OR PUNIIIVE DAMAGES, OR ANY IOSS
OF REVENUE, PROFIT, USE OR G@DWILL, WHETHER BASED UPON CONTRACT, TORT (INCLUDIilG NEGLIGENCEI, OR ANY OTHER LEGAL THEORY, ARISING
OUT OF A BREACH OF THIS WARRANTY OR IN CONNECTION WITH THE SALE, INSTAI.LATION, MAINTENANCE, USE, OPERATION OR REPAIR OF ANY
PROOUCTORSERVICE. INNOEVENTWILLTHECOMPANYBETIABLEFORANYAMOUIITGREATERTHANTHEPURCHASEPRICEFORANYPRODUCTOR
SERVICE PROVIDED 8Y THE COMPANY.
o THE FOREGOING LIMITED WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY FOR THE COMPANY,S PRODUCTS AilO SERVICES, AND IS IN LIEU OF AI.T
OTHER WARRANTIE' EXPRESS OR IMPLIED, IN I.AW OR IN FACT. SELLER SPECIFICAILY DISCI.AIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, ALT 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
TIMITED WARRANTY, WAIVES ANY RIGHTS IT WOULD OTHERWISE HAVE TO CIAIM OR ASSERT THAT THIS LIMITED WARRANTY FAII.s OF ITS ESSENTIAL
PURPOSE.
Colourshade ' and extreme 32r are registered trademarks of Multiknit Pty. Ltd.
Commer€ial 95'" and SaFRshade'" are retistered tfademarks of Gale Pacific USA lnc.
Monotec 370" is a registered trademark of PRO-kN|T lndustries Pty. Ltd.
Precontraint 502" is a registered trademark of Serge Ferrari North America, lnc.
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USASHADEI Frb;lo tlruetu?..-
16) Assemblv/lnstallatlon:
' company will notify Purchaser of the scheduled assembly date. Owner agrees to have an owner representative meet the assembly crew at the job site on
the scheduled assembly date to verify the exact location where the structure(s) is to be placed.
. Labor for the removal, assembly, and/orfreightcharges will only be covered by Company in instances where the structures supplied and installed by
Company are determined by the Company to be defective, ln 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.. lnstallation prices are based on a single mobilizatlon charge. lf additional mobilizations are required, there will be additional charges.
r lf 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
beginninB any installation.. company will not be responsible for moving or repairing any underground utility lines such as electrical, telephone, gBs, 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 ot 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) lnrtallatlon/Assen&lv on-slte: Where installation/assembly is pan of the seMces, 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.9., playground, pools, etc., that the structures are to be asembled over must also be
detailed, alonE with their peak heights (if applicable).
18) Slte/Use Revlew bv Pwchas€r: Company relies on tie 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 obiects or persons with the
structure post(s). Company can recommend, or supply at additional cost, padding for posts from a third party manufacturer.
19) Preoaratorv Work Where installation/assembly is part of the services and in th€ 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. ln the event that Company is not notified and incurs an expense in attemptin8 to execute the assembly, a re-mobilization charge
may be charged to Purchaser before Company will reschedule the assembly.
20) Deleeatlon: Subcontraciors: The services and the manufacturing and assembly of the structures may be performed by subcontractors under appropriate
axreements with the Comgany.
21) Forcc Malcure: lmorecdcabllltv: The Company shall not be charged with any loss or damage for failure or delay in delivering or assembling of the
structures when such hilure or delay is due to any cause beyond the control of the Company, due to compliance with gonernmental regulations or orders,
or due to any Acts of God, strikes, lockouts, slowdowns, wars, or shortages in transportation, materials or labor.
22) Dlsoute Resoludon: Any controversy or claim arising out of or related to this agre€ment must be settled by binding arbitration administered in Dallas, TX
by a single arbirator 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.
231 EntlreArreementl{oRltlance: Thisagreementrepresentsandcontainstheentireagreementbetweenthepafties. Priordiscussionorverbal
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 representadons 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 Thlrd-Partv BeneffcLrl€s: This agreement creates no third-party rights or obli8ations between Company and any other person, including any Owner
who is not also a Purchaser. lt is undeEtood and agreed that the parties do not intend that any third party should be a beneficiary of thas agreement.
25) Governinr[aw: Theagreementwill beconstruedandenforcedinaccordancewiththelawsoftheStateofTexas'
26) AsslEnment 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.
www.usa-shade.com 800-966-5005
AZ:289388 CA:989458 l-A:61718 NV:78724 NV:78724 NM:383826 TN:68712 DIR: 1000003533
USASHADEI 7rb;la ttruclut...
Erecuted to be elftstive as of the date erecuted by the Company:
I{OTE: FOR ANy PURO{A5E EQUAT TO OR EXCEEDIilG S1OO,OOo.0O USD, NO WORK, OTHER THAtt PRE-WORK, SHATL BE UNDERTAIGN
WITHOUT A MUTUALLY ACCEPTABII AND SIGNED CONSTRUCTIOIT CONTRACT.
PURCHASER:
City of Lake Elsinore
SElI,ER:
ShadeSUuctures, Inc. DBAUSA Shade
Date: lt.q.$.Date:
NOTE: All purchase orders and contracts should be drafted in the name of
Shade Struetures, lnc.
wvw.usa-shade.com 800-966-5005
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3
I USASHADE
& Fabrlc St?uctures"
Summerly Park
fi8n022
Pricing valid for 15 days
ProposalPrepared For:
City of Lake Elsinore Accounts Payable
521 North Landstaff St
Lake Elsinore, CA 92530
AZ: 289388 CA: 989458 LA: 61718 NV:78724
NM: 383826 TN: 687'12 DIR: 1000003533
www.usa-shade.com | 800-966.5005
T'SASHADE& F.brlc 3t"uctrrtaa.
CORPORATE ADDRESS:
2580 Esters Blvd., Suite 100
DFW Airport,TX7526t
SOUTHERN CALIFORNIA:
1085 N. Main Street, Suite C
orange, CA 92857
iIORTHERIII CALIFORNIA:
927 Enterprise Way, Suite A
Napa, CA 94558
ARIZONA:
2452 w. Birchwood Ave, Suite 112
Mesa, AZ 85202
REiTITTANCE ADDRESS:
P.O. Box 734158
Dallas,IX 75373-4158
TASVEGAS:
6225 5. Valley View Blvd.,suite I
Las Vegas, NV 89118
Proposal for USA SHADE & Fabric Structures
IEAILING ADDRESS:
P.O, Box 3457
Coppel, D( 75019
NOTE; This message is intended only for the use of the indivldual to whom it is addressed, and contains inhrmation that is privileged, confidential, and
exempt lrom disclosure under applicable law. lf you are not the intended recipient, or the employee or agent responsible fordelirrering this message to the
intended recipient, you are hereby notified that any unauthorized disclosure, diskibution, or copying of this communication is strictly prohibited. lf you have
received this communication in enor, please notify us immediately by phone and retum the original message to the applicable address above.
www.usa-shade.com 800-966-5005
Rz: 289388 CA:989458 LA: 51718 NV: 78724 NV:78724 NM: 383826 TN: 58712 DIR: 1000003533
City of Lake Elsinore Accounts Payable ;OUTHERN CAUFORT{IA Summerly Park
521 North LandstaffSt 1085 N. Main st 18505 Malaga Rd
Lake Elsinore Crange Lake Elsinore
3 CA CA
,2530 92867 92530
:ontact:Contact::onstruction Dept :ontact::hris Erickson
Phone rfione 714-656-0564 Phone 951-453-9453
Email:imail:lceballos@ usa-shade.com Email:ceri cl5qn (aLaLqqlli ngrc, otg
Fax:Fax:Fax:
ProJcct lnformf,tion:SdlEs lrlt.lrluationl
)urchaser:lity of take Elsinore :ontact::hris Erlckson iales Rep::ric Roys
)roject Name:;ummerly Park ,hone:)51-453-9463 )hone:to9-927-7567
luote No::a1122ER00517 imail::erickrcn @ | ake -elsl oole. o rg imail:o ric.rovs @usa-shade.com
,o No:-ax:;aX:
Dilling lnlormation:5hrpprng lnrormJtron:Jobslte lnformatlon:
USASHADEI fetrlo Strr.clrraa.
Structure Pricing
Unit Quantity:2 Foundations By USA Shade
Unit Type:Full Hip Cantile\rer Srout Installation Not Applicable
Structure Size:19x 8 Projectaon Footing Type:Drilled Pier
USA Shade Model Number 202.s Base Attachment:PIH - Embed
Entry Height:t2 Anchor Bolts:N/A
No of Columns:2 :oncrete Cutting:lncluded
No of Fabric Tops:1 )irt Removal:lncluded
Fabric Type:Colourshade_FR iurface Type:Concrete
Fabric Color:TBD
Steel Finish:Powder Coated
Sourcewell Pricing contract # 010521 List Price
s8159.00 - 3yo = s7 974.23
Steel Color:TBD
ilectrical Provisions:N/A
St5,828.+o
Sable/HOW Finish:Galvanized
:oncept No:
Unit quantity:5 Foundations By USA Shade
Unit Type:Full Hip Cantilever Grout lnstallation Not Applicable
itructure Size:19x 12 Projection FootinB Type:Drilled Pier
JSA Shade Model Number 202.s Base Attachment:PIH - Embed
Entry Height:L2 Anchor Bolts:N/A
No of Columns:2 Soncrete Cutting:lncluded
\o of Fabric Tops:1 Dirt Removal:lncluded
:abric Type:Colourshade_FR Surface Type:Concrete
;abric Color:TBD
iteel Finish:Powder Coated
Sourcewell Pricing contract # 010521 List Price
59685.00-3%=59395.42
iteel Color:TBD
!lectrical Provisions:N/A
iso,3lz.sz 3able/HDW Finish:Galvanized
:oncept No:
www.usa-shade.com 800-966-5005
AZ:289388 CA:989458 LA:51718 NY:78724 NY:78724 NM;383825 TN:68712 DIR:1000003533
Structure 1
UNIT IMAGE UNIT DETAILS
NOTES
PRICE
Structure 2
UNIT IMAGE UNIT DETAILS
NOTES
PRICE
USASHADEI ?.lraa !t?uclu?. r.
Structure Pricing
www.usa-shade.com 800-966-5005
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USASHADE& Fabflc tt;ucturaa"
USA SHADE rres€rver th€ right to implement a surcharye for significant increases in raw mate?ials, including the following, but
not limhed to: fuel, 3teel , fabrk, and concrete. Proposa! prlclng ls only valld for 15 days to the flucuatlon ln pricing. Due to
recent slgnifrcant increases experienced in raw steel and fabric materials, it may be nec$sary to onder, inyoice, and receive
for steel and fabric as soon as final sizing can be determined.
www.usa-siade.com E00-966-5005
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{1} Upon execution of the Agre€ment (Deposit)
(2) Upon delivery of Unit(sl
3) upon comple,tlon of asrembly/!nstallation
Pricing Terms above subject to credit
Does not include Performancie ot Payment bonds. lf required add 2.5% to the
total.
o D ;ealed Drawings & Calculatlons E D ,revailing Wate / Certified Payroll
tr E ,ermit Submittal tr tr Jnion WaBes
o a )ermit Fee tr u -encrnt
n E )SA Submlttal & Fees tr E rater and Electtical
s D )esign and EnSineering of Structure D s -andscape Repair
g tr )esign and Engineering of Foundation D E )emolition (EristinB Structures)
tr E and Lo.ds for.ttachmentto W.ll!, R@ftop3, or Other n tr ,ayment and Performance Bonds
o tr :oundation Location and Elevation Survey tr tr ipecial lnspection Fees
ACCESS/MrSC.
QTY ITEM DETAILS COST
TOTAL rOR ACCESS/MrSC TTEMS:
ENGINEERiNG REQUIREMENTS NOTES
Building Code cBc 2019
wind Load 115 mph
Snow Load 5 psf
Drawing Size Electronic
No. of Seeled DrawinSs Electronic
Calcrlations Required Electronic
PRICINGTOTALS:
Unit Tota lncluded
Accessories/Miscellaneou:lncludrd
5nrppngrHanoilnI
+subiect to market fluctuatio,$12,935.9r
SUElOTAL S12,936.9r
Sales Tax (8.75%s1.131.98
En8ineerint lmluded
lnstallatior lncluded
TOTAL PRICE 3304,r55.90
PAYMENT TERMS:
50%
LOO%
4l Other (specify):
NOTES:
rNcrusroNs / ExcrusroNs
rNcruDED rxcr-uorD ENGINEERING REQUIREMENTS rNcr.uDED ExcLUDtD INSTALLATION - MISCETLANEOUS
USASHADEI ?rDrlo tt?uctu?...
Construction Assu mptions
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 awilable, 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 interruptlon 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 char6e. We will require exclusive access to the area for our work durinS 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 M)rkin8.
4) We will require site sanitary facilities and refuse containers by others within 2ff1 feet of our work.
5) USA SHADE will leave iB work and materials in a clean condition at the conclusion of our work.
6) Bar r icades and publir. seuut ity r equir et rtcttt5 dt c r rut ittuluded,
7) Unlessspecificallyincludedinthisproposal,thisagre€mentdoesnotinclude,andCompanywillnotprovide,services,labor.ormaterialsforanyofthe
following work: (a) rcmovol and dispolcl of rnv motcrials contrinin8 asbastos or any hrzcrdous matoritls as dcfinod by the EPA; (b) moving Owne/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,
E) Pricing for foundation design is based on drilled pier footings. ln the event the Seotechnical report requires an alternate configuration, any additional
costs incurred urill be submitted to the client by a Change Order.
9) Digiry 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, 8as, water, or sprinkler lines that may be encountered during installation.
1Ol Any additional costs incurred as a result of hard rock conditions requiring extra equipmenl utility removal or repair, resulting in delay, will result in
additional char8es 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.
4)
GENERAL TERMS & CONDITIONS AND WARRANW
prooorl: The above proposal is valid for 15 days from the date first s€t forth above. After 15 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 installauon, USA SHADI & Fabric Structures reserves the right to implement this surcharge, when applicable.
pgg,@, By executing this proposal, or submitting a purchase order pursuant to this proposal (which shall incorporate the terms of this a8reeme.t
specifically by reference! which is accepted by USA SHADE & Fabric Structures (the "Company'l, the purchaser identified above ("you" or the "Purchaser")
agrees to purchase Shade Structures brand shade structures ("5tructures") 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 "Owne/).
Short thlo Oalms 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.
Standsrd Erduslon!: 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 during normal course of construction.
www.usa-shade,com 80G966-5005
AZ:289388 CA:989458 LA:61718 NV:78724 NV:78724 NM:383826 TN:68712 DIR: 1000003533
s)
USASHADEI t.trlo 3t"uclur...
EggllgtlEgld3lllli: lf Purchaser willuse or provide the Stsucturer and Servi.es for an Ownerother than Purchaser (includin& without limitation, as a
subconthcto. ofPurchase4, Purchase. will inalude the tollowint statement in Purchase/s contraat with Owner:
*The manufaature/s waraantv fortheShade Struatures b.and shade st.ucturea is a separate document benf,een t SA SHAIX & Fab c Structures and
the ultimate owner of the Shade Struatu.es b.and shade structures. whidl will b€ proeided to the ultimate owner at the time of completioi of the
lnrtallatlonandothers€rvlcestobeprovidedbyUsAsHAoE&fabrlcStructures.ouetosuretyrequlremenB,arryperformanceand/orpayment
bond will cover only the firstyear of the USA SHADE & teb c Stauctutes werranty."
ln{l.ncc RGoolnsnenB: cohpany is not requircd to provide any ansurahce coveEge in excess ofcompanys standard insuGnce. A copyofthe
Company's standard insuBnce is available for your review prior to acaeptance ofthe Company'5 propo$|.
EIEIE! Terms ofpaym€ntare defin€d in the "Paiaint oetails" section and are specific to this contlact. For purpoges of thi! agreement, "Completion" is
dellned as being the polnt at which the Struciure is suiteble for its intended use, the issue ofoccupancy aonseoi, ora fiftrl buildinS departrnent app.oval is
ilsued, whichever occu6 flr't. Pro8ress billinSand paymentwlllbe required. All payments must be made to Shade Stsuctures, ln ., P.O. Box 734158,
Dallas, TX 75373-415t. Com pany may us€ a ll renedies eveilable to it under curent laws includin& but .ot limited to, filing ot lieni against th€ property
and usin8 a collection a8ency or the courts to secure the collecton of the outstandin8 debt.
!!g!llgE!!CS Upon request by Owner, Company willissue appropriate partial lien releases as corresponding payments are received trom Purchaser, but
prior to reaelving fr nal payment ftom Purchaser or Oryner, Company will p rovide a full release of liens upon recelpt of f nal payment. ln accordance with
state laws. Company reierv€s th€ riSht to place a lien on the property iffinal payment has not been received 10 days pfior to the flin8 deadlinefor liens.
Slle Plar ApoaoYd- p€rmlt/s. P€rrnlt f€€s, Plsnr Enrln€€rlor Oaawirlrs, and suw€dnr: Site plan approval, lleamits, pennit fe6, plans, en8ineerins
drawings, and sutueying are specifiaallv excluded from this aSreementand the Serviaes unlegs specified !nde. the 'General Scope oIWork". The Company
does notin anyway srarraot or represent that a permit or site phn a pproval for construdion will be obtained. Sealed engineercd dowings thatare
required but not in.luded in the "6eneral Saope of Wo.k' will result in an additionalcoit to Purchaser.
Menutaatrrlnr & t cllvcrv: ManufacturinS lead-time ftom Companys reaeipt of the "Notice To Proceed" is approximately 6 to 8 weeks foastandard
structures, and 8 to 12 week5 for custom rtruciures. Oelivery is approximately 1 r\,eek th€reafter. Delivery of structures may b€ prior to or at start of
assembly. Please note that these tlnrelines do not include approval or permlttlng timefram€s.
RetunEd P.oduct Deootlls- andlo, Crn..ll.d (}der: Within the llrst 45 days after shipment f.om our facility, all returned product(sl a.d cancrlled
ordeG are subiect to a 50% restocking fee. No retums are available lollowingthis 45 dav period. All depotits are non-rctundable. Allerpenaes incuared
(engineerin& site surveyt shippin& handlin& etc.) are the responsibility of the Pwchaser, up to notice of cancellation.
Conaealed CondtdoB: 'Concealed conditions" lnalude, eithout limitation, water, Sas, sprinkler, electaiaal and sewage lines, post tension cable5, and 5teel
rebar. This agreement is based solely on obscrvationi the Companywas able to make either by visua I inspectio. o. by drawinSsand/or plans submitted by
Owner at the tlme this atree[Ent was bid. lf additional Concealed Conditiong are discovercd once worl has commenaed, which w€re not visible at the
time this paoposalwas bid, Companywil! 5top wo* and indicate these unforeseen Conaealad Conditions to Purchaserff Owne. ro that Purcha5er and
Company can execute a change orderforany additionalwork. ln any event, anydamagecauied byorto unforese€n Concealed Cofidltlons is the sole
respon5ibility of the Purchaser and Company shallnot be held liable forany such damage. Soilconditioni a,e assumed to be toiltMtdoes notcontain any
u/ater, hard roct (such a5limestone, caliche, etc.), aocki larger than 4 inchet in diameter, oa arry other condidon thatwillrequire additionallabor,
equipment and/or materials not specified by the Purchaser or Owner in the bidding proae$. Any condition req uiring additional labor, equipment. and/or
haterials to complete the drilling or conc,ete operations will requiae a Chan8e Order before Company will complete the proaess. Pdce quotes aae based
on a drilled pier footin8. Any variation will incur additional char8es (i.e. spread footingi, concrete mat, sand, water,landfill, etc.]. Costs for footlnS and
installation do not include anyallowance for extending below ftort lines {the additiorlal cosB fo.which vary by geographic.l region).
wlyrrr,usa.rhade.com 8m.966.5005
AZ 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR: 1000003533
8)
10)
11)
12)
USASHADE
I trbrlo ttruclurol.
13) Ch.nre! ln the work: During the course of this proiec! Purchaser may order chan8es in the work (both additions and deletions). Addi6onally, 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 sitned 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 proiect and
services will be terminated. Upon such termination, Company will submit a final billing to Purchaser for paymen! less a labor allowance for work not
performed but lncludlng additlonal charges incured due to the stoppage. No credit will be allowed for materials sold and supplied, which will remain lhe
property of the Purchaser.
14) lndemnmcadon: To the fullest extent permitted by law, Purchaser shall indemnify, defend, and hold harmless the Company and its consultanq ae,ents,
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 destrucuon of tangible property, but only to the extent caused by the negliSent acts or omissions of the
Purchaser or its agents, employees, or subcontractors, or anyone directly or irdirectly employed by them or anyone for whose acts theY may be liable,
regardlessofwhetherornotsuchclaim,damage,loss,orexpenseiscausedinpartbyapartyindemnifiedhereunder, Suchobligationshallnotbe
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,
151 Statement o, Umhed llrarraotv:
r The structural integrity of all supplied steel is warranted for ten years.
r lf 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 shippin& and reassembly.
r All steel surface finishes are wananted for one year.
r Shadesure'", Colourshadeo FR, extreme 32*, Commercial 95-, SaFRshade'", and Monotec 370* fabrics all carry a ten year limited manufacture/s
warranty against failure from signaficant fading, deterioration, breakdown, outdoor heat, cold, or dlscoloration. 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 bllowing 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;
o lndividual fabric tops measuring great€r than 40' in length are covered by a norprorated five year warnnty;
o PrecontrdintS02-waterproofmembraneissubjecttoaneiShtyearpro-ratedwarlanty.
. Sewing thread is warranted for ten years.
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USASHADE
I tabtlc tlructurol.
General limited Warrantv Terms and Conditions
r 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.
r ln its sole discretion, the Company will repair and or/replace defective suucturet products or workmanship, or refund that portion of the price related to
the defective product, labor, or seMce rendered.
o The Company reserves the right, in cases where certain fabric colors have been discontinued, to offer the Purchaser or Owner a choice of avallable
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 recouGe by the Purchaser or Owner of the discontinued fabric color.
r 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 waranty@usa-shade.com for more details.
r 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 defuct
or problem. Warranty claims should be submitted by email to warranty@usa-shade.com.
e Purchaser or Owner agrees that venue for any court action to enforce these limited warrdnties shall be in the City or County of Dallas in the State ofTexas,
U5A.
r 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 chanSes, modifications, additions, or attachments are made to the structures in any way, without prior wrin€n 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 dehcts and/or damages caused by:
o normalwearandtear;
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 strucures;
o use, maintenance, neglect repair, and/or service inconsistent with the Comparry's written care and maintenance instructions, provided with the
order.o Th€ limited waranties 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 enBineered and originally supplied by the Company.r THE COMPANY SHALL NOT BE tlABtE FOR ANY INCIOENTAI" COI{SEQUENTTAI- SPECIAL. LIQUIDATED, EXEMPLARY, OR PUNITIVE OAMAGEt OR ANY LOSS
OF REVENUE, PROFIT, USE OR GOODWII-I, WHETHER BASED UPON COI,ITRACT, TORT (INCLUDING NEGLIGENCEI, OR ANY OTHER LEGAT THEORY, ARISING
OUT OF A BREACH OF THIS WARRANTY OR IN COI{IIECNON WIIH THE SALE, INSTALUTION, MAINTENANCE, USE, OPERATION OR REPAIR OF ANY
PRODUCI OR SERVICE. IN NO EVEI.IT WILL THE COMPANY BE LIABLE FOR ANY AMOUNT GREATER T}IAN THE PURCHASE PRICE FOR ANY PRODUCT OR
SERVICE PROVIDED BY THE COMPANY.
. THE FOREGOING TIMITED WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY FOR THE COMPANY,S PRODUCTS AND SERVICES, ANO IS IN UEU OF AI.L
OTHER WARRANTIES, EXPRESS OR IMPLIEO, IN I.AW OR ItI FA T. SELLER SPECIFICATLY DISCI.AIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIEO,
INCLUDIilG, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHAI{TABILITY AND FITNESS FOR A PARTICUI.AR USE OR PURPOSE, AND ANY
IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEATING OR PERFORMANCE OR TRADE USAGE. PURCHASER, BY ACCEPTANCE AND USE OF THIS
LIMITED WARRANTY, WAIVES ANY RIGHTS IT WOULD OTHERWISE HAVE TO CISIM OR ASSERT THAT THIS LIMITEO WARRANTY FAIIS OF ITS ESSENTIAL
PURPOSE.
Colourshade ' and extreme 32* are reSistered trademark of Multlknit Pty. Ltd.
Commercial 95'" and SaFRshade* are registered trademarks of Gale Pacific USA lnc.
Monotec 370'" is a registered trademark of PRO-KNIT lndustries Pty. Ltd.
Precontraint 502'r is a re8istered trademark ofSerBe Ferrari No(h Ame.ica, hc.
www.usa.shade.com E00.966.5005
AZ:289388 CA:989458 LA:61718 NV:78724 NV:78724 NM:383826 TN:68712 DIR: 1000003533
USASHADE
I tab?lc ltructu;rr.
16) Assemblv/lnstalladon:
. Companywillnotifypurchaserofthescheduledassemblydate. Owneragreestohaveanownerrepresentativemeettheassemblycrewatthejobsiteon
the scheduled assembly date to veriry the exact location where the structure(s) is to be placed.
. Labor for the removal, assembly, and/or freight charges will only be covered by Comparry in instances where the structures supplied and installed by
Company are determined by the Company to be defective. In all cases where sructures are not installed by Company, all labor for the removal, assembly,
and/or freight of the structures will be the Purchase/s responsibility.
' lnstallation prices are based on a single mobilization charge. lf additional mobilizations are required, there will be additional charges.
. lf the requested services require Company access to Owne/s premises, Company $rill be provided access to the owner's premtses free and clear of debris,
automobiles, or other interference Monday - Friday during the hours of 8:tDam to 5:O0pm, 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
beginni ng any installation.
. Company will not be responsible for moving or repairing any underground utility lines such as electrical, telephone, Sas, water, or sprinkler lines that may
be encountered during installation.
o Any additional costs incurred as a result of hard rock conditions requiring extra equipment, utility removal or repair resultin8 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 ln
writint plio[ to fabricatiofl and iustallation.
17! lnstllledon/Assembh on-dte: 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 welt 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 structutes are to be assembled over must also be
detailed, along with their peak heighB (if applicable).
181 Slt€/UsG Rcvhw by Purchsger: Company relies on the Purchaser to determine that the structures ordered are appropriate and safe for the Owne/s
installation site and/or intended use. Company is not responsible for damages or injuries resulting from collisions by moving obiects or persons with the
structure post(s). Company can recommend, or supply at additional cost, paddlng for posts from a thlad party manufacturer.
191 p?eoerabil Wort: Where installation/assembly is part of the services and in the event that the toundation 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. tn the event that Company is not notified and incurs an expense in attempting to execute the assembl% a re-mobilization charge
may be charged to Purchaser before Company will reschedule the assembly-
20) Deleratlon: Subcontractors: The services and the manufacturing and assembly of the structures may be performed by subcontractors under appropriate
agreements with the ComPanY.
21) t9(Se,-Urlgu-A.il0lIadkuIM 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, lockouB, slowdowns. wars, or shorbges in transportation, materials or labor.
22) Dl$pule Reiolutlon; Any controversy or claim arising out of or related to this agreement must be settled by bindin8 arbitration administered in Dallas, TX
by a siryle arbitrator selected by the parties or by the Amerlcan Arbiration Association, and conducted in accordance with the construction industry
arbitration rules. Judgment upon the award may be entered in any coun having jurisdiction thereof.
23) Endre Arrcement l{o Rellanca: This agreement represents and contains the entire agreement between the parties. Prior discussion or verbal
repfesenbtions by the pafties that are not contained in this agreement are not part of this agreement. Purchaser her€by acknowledges that it has not
received or relied upon any statements or representations by Company or ats agents which are not expressly stipulated herein, including without limitation
any statements as to the structures, warranties, or services provided hereunder.
24) f{o Thlrd-parw B€neflclarlet: This agreement creates no third-party rights or obligations between Company and any other person, including any Owner
who is not also a Purchaser. lt is understood and agreed that the parties do not intend that any third partY should be a beneficiary of this agreement.
25) Govefninr taw: The agreement will be construed and enforced in accordance with the laws of the State of Texas.
2E) AsslEnment: purchaser may not assign this agreemen! by operation of hw or otherwis€, without the prior written consent of Company. The agreement
shall be binding upon and insure to the b€nefit of the Company and the Purchaser, and their successors and permitted assigns.
rrww.Ga-shade.com 800-966-5005
AZ: 289388 CA: 989458 t-A: 6'!71B NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR: 1000003533
USASHADEI aal?lc I Iructur...
Executed to be €ftectlve as of the date executed by the Company:
NOTE: FOR A Y PURCHASE EqUAt TO OR EXCEEDING 5100,000.00 USD, I{O WORI( OTHER IIIAN PRE-WORK, SHAII 8E UI{DERTAI(EI{
wlTI{(xJT A MUTUALLY ACCEPTAELE ANO SIGNEO CONSTRUCIION COI\.TRACT.
PURCHASER:
City of Lake Elsinore
SELI.ER:
Shade Structures, lnc. DBA USA Shade
Signature:
Rv lPiinll
Title:
oate: \\'9.30-
NOTE: All purchase orders and contracts should be drafted in the name of
Shade Structures, lnc.
www.usa€hado.com 800.966.5005
LA: 61718 NV: 78724 NV:78724 NM: 383826AZ: 289388 CA: 989458 TN: 68712 DIR: 1000003533
Title: AC-fn
d
I USASHADE& Fabrlc Structures.
Swick & Matich Park
9114t2022
Pricing valid for 15 days
Proposal Prepared For:
City of Lake Elsinore Accounts Payable
521 North Landstaff St
Lake Elsinore, CA 92530
AZ:289388 CA:989458 t {:61718 NV:78724
NM:383826 TN:68712 DIR: 1000003533
www.usa-shade.com I 800-966-5005
USASHADE& Frrbrlc Structureto
Proposalfor USA SHADE & Fabric Structures
MAILING ADDRESS:
P.O. Box 3457
Coppel, Tx 75019
Date:9lt4l2o22
REMITTANCE ADDRESS:
P.O. Box 734158
Dallas, TX75373-4158
CORPORATE ADDRESS:
2580 Esters Blvd., Suite 100
DFW Airport, TX 75261
SOUTHERI{ CALIFORilli{:
L085 N. Main Street, Suite C
Orange, CA 92867
}IORTHERI{ CALIFORilh:
927 Enterprise Way, Suite A
Napa, CA 94558
ARIZOIA:
2452 W. Birchwood Ave, Suite 112
Mesa, AZ 85202
LASVEGAS:
6225 5. Valley View Blvd., Suite I
Las vetas, Nv 89118
NOTE: This message is intended only lor the use of the individual to whom it is addressed, and contains information that is privileged, confidential, and
exempt from discloiure under applicable law. lf you are not the intended recipient, or tre 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. lf you have
received this communication in enor, please notify us immediately by phone and retum the original message to the applicable address above,
www.usa-shade.com 800-956-5005
nz: 289388 CA: 989458 LA: 61718 NY:78724 NV:78724 NM:383825 TN: 58712 DIR: 1000003533
City of Lake Elsinore Accounts Payable SOUTHERN CALIFORNIA Swick & Matich Park
521 North LandstaffSt 1085 N. Main st t02 Limited St.
Lake Elsinore JranBe -ake Elsinore
CA :A :A
92530 ,2867 ,2530
bntact:hntact:Construction Dept Contact:Chris Erickson
Phone Phone 7t4-65fi4s64 Phone 951-453-9453
Email:Emall:lceballos(ousa-shade.com Email:':ii1.,jjl:ilrr:!.: r', r " .'
Fax:Fax:Fax:
nl
Project lnformation:Sales lntormatront
)urchaser::ity of take Elsinore :ontact::hris Erickon iales Rep::ric Roys
)roject Name;,sri€k & Matich Park )hone:t51-453-9463 >hone:n9-927-7567
luote No:)10913228R :mail::errckson@lake- el!tnorc.org imail::ric.rovs@usa-shade.com
,o No::aX::ax:
Billing lnformatlon:ShlpplnB lnforrtatlon:Jobslte Information:
USASHADEI trl?lc atructrrrat.
Structure Pricing
www.usa-shade.com 800-966-5005
AZ:289388 CA:989458 LA: 61718 NV:78724 NV:78724 NM: 383826 TN:68712 DIR: 10O0003533
Sourcewell Contract 11010521 Line item 1095
S8714.00 - 3%= 58452.s8
s16,905.16
Sourcewell Contrad 1010521 522,483,08-
3%=21,808.58
565,425.76
Near the Snack Bar
UNIT IMAGE UNIT OETAII.S
Jnit Quantity:2 :oundations By USA Shade
Jnit Typ€:Srout lnstallation Not Applicable
itructure Size 2W20 ;ootin8 Type:Drilled Pier
USA Shade Model Number t24.1 lase Attachment:PIH - Embed
Entry HeiSht:10 qnchor Bolt5:N/A
llo ofColumns:1 :onarete Cuttint:N/A
{o of Fabric Tops:1 )irt Removali lncluded
rabric Type:Colourshade_FR ;urface Type:Dirt
:abric Color:T8D NOTES
SteelFinish:Powder Coated
SteelColor:TBD
PRICE Electrical Provislons:N/A
Cable/HDw Finishl Galvanized
Concepi No;
UNIT IMAGE
Over large bleacher area
UNIT DETAITS
Unit quantitv:3 roundations By USA Shade
UnitTyp€i full Hip Cantilever loined Srout lnstallation Not Applicable
;tructure Si2e:35x20 :ootinBType:Drilled Pier
USA Shade Model Numb€r 302.5 3ase Attachment PIH - Embed
Entry Hei8ht:10 Anchor Boltsl N/A
{o of Column!:3 :oncrete cuttingi N/A
\o oI F.bricTop5:1 lirt Removal:lncluded
:abricType:Colourshade FR iurfaceType:Dirt
rabric color:TBD NOTES
iteel Finish:Powder Coated
iteelColor:TBD
PRICT EledricalProvisionsl N/A
:able/HDw Finish.Galvanized
:oncept No:
Over smaller movable bleachers
USASHADEI talrlc t tr.rc t u. a..
Structure Pricing
www.usa-shade.com 800-966-5005
AZ:289388 CA:989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN:68712 DIR:1000003533
Unit quantity:4 Foundation! BV l..lSA Shade
Unit Iype:full Hip Cantilever Grout lnstallation Not Applicable
Structure Size:25xLz FootinsType:Drilled PiergUSA Shade Model Number 202.s Base Attachment:PIH - Embed
Entry HeiSht:t2 Anchor Eolts:N/A
No ofColumns:2 Concrete Cuttint:lncluded
No of Fabric Topsi 1 Dkt Removal:lncluded
Fabria Typ€l Colourshade_tR SurfaceType:Concrete
Fabric Color:
Steel Fini5h:Powder Coated
Sourcewell contrad11010521 S 3,888.74 -
3ri=3;tj2.07
SteelColor:TBD
Electrical Provisionsi N/A
S1s,088.28
Cable/HDw Finish:Galvanized
Concept No:
UNIT IMAGE UNIT DETAII.S
TBD NOTES
PRICE
USASHADEi Frbrlc ltrrctu?...
USA SHADE tererves the ridtt to implement a surcharte for iitnificant increaJes in raw materials, induding the following, but
not limlted to: fuel, rteel , fabrk, and concrete. Proposal pricing is only yalil for 15 days to the fluctuation In prlcing. Due to
tecent satnifkant increases erp€rlenced in raw steel and fabrlc materials, lt may be necessary to order, lnvoice, tnd receiye
for steel and fabric as soon as final slzlnn can be determined.
nww.u:r.rh&.com E0G965.5lXl5
AZ:289388 CA969458 l-A:6'1718 NV:78724 NV:78724 NM:383826 TN:68712 DIR:1000003533
1l Upon erecltion of the A8reement (Deposit)
Upon completion of a5sembly/installation
Pricing Terms above subject to credit
a fl ;ealed Drawings & Calculations E tr Prevailing Wage / Certified Payroll
E tl )ermit Submittal n E Union WaSes
.E )ermit Fee E u Fencing
I E )5A submittal & Fees n E evater and Electrical
E D )esign and EnBineering of Structure n u Landscape Repair
a n )esign and Engineering of Foundation tr E]Demolition (Existing Structures)
l E s.nd Lo.d3 tor lttachmenl to Wrll., R@ftopr, a Oth.r n tr Payment and Performance Bonds
l E :oundation Location and Elevation Survey n a Special lnspection Fees
ACCESS/MrSC.
QTY ITEM DETAIIS coST
TOTAL FOR ACCESS/MIS€ ITEMS:
PRICINGTOTALS:
Unit Tota lncludcd
Accessories/Miscellaneour lmlu&d
snrppinS/HandInl
t(rrhiad 16 m.rk.t ffirdr':tinr 922,165.tU
SUETOTAT $22,166,.4
Sales Tax (8.75%lncludcd
Engineerinl lncludad
lnstallatior ,ncluded
TOTAL PRICE 3370,ooo,oo
PAYMENT TERMS:
so%
2) Upon delivery of Unit{s)
100%
4, Other (sp€ciM:
NOTES:
ENGINEERING R€QUIREMENTS NOTES
Building Code cBc 2019
Wind Load 115 mph
Snow Load 5 osf
Drawing Sire Electronic
No. of Sealed Drawings Electronic
Calculations Required Electronic
tNcLUSTONS / EXCtUStONS
lNcr.uoED rxcruDrD ENGINEERING RTQUIREMENTS rNcr.uDED rxcruDro INSTALIATION - MISCETIANEOUS
USASHADEI ?alrlc 3t?uctu?aa.
Construction Assu mptions
1) Thedesignatedareaforourstructureswillbeaccessiblebydrive-upforunloadingofourtrucksandequipment,includingpersonnelman-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 durinS 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) We will require site sanitary facilities and refuse containers by others within 200 feet of our work.
5) USA SHAOE will leave its work and materials in a clean condition at the conclusion of our work.
5) Barricades and public security reguirements are not included.
7) Unless specifically included in this proposal, this agreernent does not include, and Company will not provide, seNicet labor, or materaals for any of the
following work: (a) removal and disposal of any materials containinS asbestos or a ny hazardous materials as defined by the EPA; (b| moving Owne/s
property around the installation site; (c) repair or replacement of any Purchaser or Owner-supplied materials; or (d) repair of damage to eristing surfaces
that may occur when construction equipment and vehicles are being used in the normal course of construction.
g) pricing for foundation design is based on drilled pier footings. ln the event the Beotechnical report requires an alternate confiSuration, any additional
costs incurred will be submitted to the clhnt by a Chan8e Order'
9) Digging of our foundations will not be constrained by any existing concrete o, utilities. USA SHADE will not be responsible for mwirg or repairin8 anY
underground utility lines such as electrical, telephone, Bas, water, or sprinkler lines that may be encouiltered during installation.
10) 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 thev are detailed on as+uilt site drawings provided to USA SHADE or ma*ed on the ground and communicated to USA SHADE in
writing prior to installation.
2l
GENERAL TERMS & CONDITIONS AND WARRANTY
prooosal: The above proposal is valid for 15 days trom the date first set forth above. After 15 days, we reserve the right to increase prices due to the rise
incostofrawmaterials,fuel,orothercostincreases. Whenapplicable,USASHADE&Fabricstructuresreservestherishttoimplementasurchargefor
significant increases in raw materials, including, but not limited to; fuel, steel, and concrete. Due to the duration oftime b€tween proposals, contract' and
final installation, usA SHADE & Fabric structures reserves the right to implement this surchar8e, when applicable.
purchase: By executing this proposal, or submitting a purchase order pursuant to this ploposal (whictr shall incorporate the tetms ofthis agreement
specifically by reference) which is accepted by USA SHADE & Fabric Structures {the "Compant''), the purchaser identified above ("you" or the "Purchase/'}
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-garty who will be th€ ultimate owner of the Structures (the ultimate owner of a Structure,
whether Purchaser or a third-party, being the "Owner").
ShortshloClelms:Purchaserhas15daysftomreceiptofthestructurestofileashortshipreportinwritingtoitssalesrepresentative. Companywillnot
honor claims made after this time.
Stand.rd Ercludons: 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; (bl moving Owner's property around the installation slte; (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 proce5s, or physically
staked out by Owner, and which are damaged during construction during normal course of construction.
rrww.usa-shade.com E00-966-5005
AZ:289388 CA:989458 LA:61718 NV:78724 NV:78724 NM:383826 TN:68712 DIR: 1000003533
3)
4)
u
5)
7)
USASHADE
I tab"lc 3t".actura..
!S!4!tSgj!E!Egt: fPurcharer willlse or provide the Structure5 and Servic€s for an Ownerotherthan Purchaser (includin& without limitation, as a
subao.tractor ofpurchaser), Purchaserwillinalude the following statement in Purchase/s contract with Owner:
"The manufactuae/s wananty for the Shade Struatures brand shade st,uatures is a separate document between USA SttAOE & Fabric Structures and
d'le ultimat€ owne. ol the Shade Sttudures brand ihade stroctu.er, which will be prorlded to the uftlmate owner at the tlme of completlon of the
in$alletion and other serviaes to be provided by USASHADE & Fabrir Structures. Due to surety requirements, any performance and/or payment
bond will aover only the flrst year of the USA SHADE & Fabria Structures ura.ranty."
lngrrance Reoulrcmenttl Company is not required to provide any insu.ance aovera8e in er(ess ofCompanys standad insulance. Acopyofthe
Cohpanys *andard insurance is available foryour review priorto acceptan(e oftheCompany'i proposal.
EI!!IqE Terms of payment are defined in the'Pricing oetails'section and are speciffc to thi5 contract. for purposes of this agreemen! 'Completion' is
defined as b€in8 the pointat whi.h the Structure is suitable for its intended ure, the issue ofoc.upancy consen! or a finalbuilding department approval is
bsued, whiahever oaclrrs tirst. Progress billinSand payrnentwillbe required. AllpaymenB mustbemade to Shade Stauctures. lnc., P-O.8ox 7:14158,
Dallat IX 75373-415E. Company may use allremedleg avallable to lt under current laws in.ludin& butnotlimited to, filint of liens agaiost the p@perty
and usinS a coll€ation atency or the courts to s€cu.e the collection of the outstanding debt.
!EqEd!!!!E Upon request by Owner, Company will issue appropriate partial llen rele.ses as corresponding payments are rc.eiv€d trom Purchaser, bur
p.ior to reaeiving final payment from Purchaier or Owner. Company will provide a full rclease of liens upon reaeipt of final pryment. ln accordanae with
State laws, Company res€rves th€ righi to place a lien on the paoperviffinal paVment has not been receivad 10 days pdor to the fllingdeadline for liens.
Slta Plan Antrorral. P!.tt t/5. Permlt feea. Plam. Enrlttlrlni l}arlntt and SrwGrl : Slte plan appro\ral, p€rmits, perhit fues, plant engineering
drawin85, and surveyint are speaillcally excluded from this agteement and the S€rvices lnless specified under the "General Scope ot Work". TheCompany
does notin any way warmnt or represent that a permit or sita plan approvalfo. corEtruction will be obtained. Sealed engineered d.awings thatare
required but not in.luded in the "General S.ope ofWork' will .esult in an additional cost to Pur.haser
lianuttcturlrl. & Dalluery: Manufacturing lead-time from Comparvs receiptofth€ "NoliceTo Proreed" is a pproximately 5 to 8 wee*s for standa rd
structures, end 8to 12 wsels forcustom struatuaes. Delivery is approximately l week thereafter. Oelivery otitructures may be prioa to o, at start of
assembly. Please note thatthese tjmelines do not include approvalor p€rmitting timeframes.
Rclt tn d Ptoducl, OcE ll5, .nd/or clicelled Orde.: within th€ first 45 days after shipment from ou. facility, .ll returned product(s) and can.elled
orde.s are subject to a 50% .estocklng fee. No retums a.e available following this 45 day period. All deposits are non-refundable, All expenses incurred
(ea8ineednS, site surveys, shippi & handlin& etc.l are the responsibility ofthe Purchaser, upto notjce ot cancellation.
Conccilcd Cdldhlonr: 'Conaealed conditions" inciude, wllhout limitation, water, gas, spinller, eleatrlcaland sewate lines, posttension cables, and steel
reba r. This aS,eement is based solely on observations ttie Company was a ble to make eithea bV visual inspection or by d rawinSs and/o. pla ns submitied by
Owner at the time this a8reement was bid. lfadditional Concealed Conditions are discovered once wo* has commenced, whi(h were not visible at the
time this proposalwas bid, company willstop wort and indicate these unforeseen Conaealed Conditions to Purcha$r orowner 5o lhat PuEhaser and
Company can exeaute a Chan8e Order for a ny addltlonal work, ln any evcnt, any damaSe caused by oa to unforeseen Concealed Conditions is the $le
responsibllity ofthe Purahas€a and Company shall not be held liable forany such damagE. Soilcoilditions are assumed to be soilthatdoes not contain any
{,ater, hard rock (su(h as limestone. caliche, eta.), aocks large,than 4 indles in diameter, o, anyother condition that willrequire additional labor,
eq uipment and/or mate ria ls not specified by the Pu..h.ser or Owner in the biddinS p.gces5. Any condition requiring additional labor, eq uipmen! and/or
mateaials to complete the driliingoa concrete operations willrequire a Ch.ngeOrd€r before Company willcomplet€ the proarsr. Prlce quote3 arc based
on a dtilled pler tootinS. Any vadation will incur additional charSes (i.e. spread footingi, concrete mal sand, water,landfill, etc.). Costs tor footing and
installation do not include any allowance for extending below lrost lines (the additionalcosts forwhi€h vary by teographjaal region).
Olanlcs ln the worl:0ufingthe course ofthis project, Purchaser may orderchanges in the work (both additions and deletioas). Additionally, an
approving agency may require chanSes in the work from the oriSinaldesign or engineering quoted and provided by the Company (both additions and
deletiont.)The.ost ofthese chan8es will be deterhined by the Company, and a Change Order form must be completed and signed by both the Pu.chaser
3nd the CompanV, whiah willdetailthe "General Scope ofthe Change Orde.". Should anyChanse Orderbe essential to the cohpletion ofthe p.ojeat, and
the Purchaser refuses to authorize such ChanSe Order, then Company will be deemed to have pe.formed its part ofthe project, and the proiect and
servi(es willbe terminated. Upon such termination, Company will submit a fi na I billinS to P urchaser for payment less a labor a llowance for work not
perforrned but includinS additional char8es inaufied due to the stoppage. No credit will be allowed for materials rold and supplied, which will .emain the
prop€rty of the Purchaiea.
u$y.!8r.shade.com 800-S66.5005
AZ: 289388 CA:989458 LA: 617'18 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR: 1000003533
8)
10)
11)
t2)
13)
t4l
USASHADEI tal"lo :ituotut...
lrdemnlfiratlou To the fullest extent permitted by law, Purchaser shall indemnifi, defend, and hold harmless the Company and its consultants, agen6
and employees or any of them from and against claims, dama8es, losses and expenset 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 iniury 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 negliSent acts or omissions of the
purchaser or its agents, employees. or subcontractors, or anyone directly or irdirectly 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 pe6on described in Section 15-
Stetement of Llmhed WrrrantY:
The structural integrity of all supplied steel is warranted for ten years.
lf assembly is provided by the Company, workmanship of ttre strudure is covered for one year, including labor for the removal of arry failed PaG
disassembly (if necessary), cost of shippin& and reassembly.
All steel surface finishes are waranted for one Year'
Shadesure,*, Colourshadeo FR, extreme 32'", Commercial 95*, SaFRshade'", and Monotec 370'" fabrics all carry a ten year limited manufacture/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 manufecture and ship a new replacefi'lent fabric at no char8e for the first six yeart thereafter pro'rated at 2016 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;
o lndividualfabrictopsmeasufinggreaterthan4dinlengtharecoveredbyanon-proratedfiveyearwarranty;
o precontraint 502- waterproof membrane is subiect to an eight year pretated warnnty.
Serving thread is warranted tor ten Years.
rrww.$a€hade.com E00.966.5005
M: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR: 1000003533
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General [imited Warrantv Terms and Conditions
o These limited warranties are effective from the date of sale, or, if assembly is provided by tlre Compann upon receipt by Company from Purchaser of a
completed and signed "Customer Checklist and Sign-off form.
r ln its sole discretion, the Company will repair and or/replace defective structures, products or workmansHp, or refund that portion ofthe price related to
the defecdve producL labor, or service rendered,o The Comgany reserves the right, in cases where certain fabric colors have been discontinued, to offer the Purchas€r or Owner a choice of available
alternatlve colors to replace the warranted fabric. The Company does not guarantee that any particular color will be availabh 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.
r Should the Purchaser or Owner sell the structjres to anoilrer party, the warranty cannot be transferred to the new owner without a complete and
thorouSh on-site inspection performed by a Company representative. Please contact the Company at warranty@usa-shade.com for more details.
o All wananty claims covering Company supplied structures, products, and services must b€ submitEd 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. Wananty claims should be submitted by email to warranty@usa-shade.com.
o Purchaser or Owner agrees that venue for any court actlon to enforce these limited warnnties shall be in the City or County of Dallas in the State of Texas,
USA.
r These limited warrdnties are void if:
o the supplied structures, products, services and/or labor are not paid for in full;
o the structures are not assembled in strict compliance with USA SHADE specifications;o any changes, modifications, additions, or attachments are made to the structures in any way, without prior written approval from the Company.
Specifically, no signs, objects, fans, light fixtures, etc. may be hung from the structuret 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 burs!
earthqua ke, wildfi res, etc. );o ice, snow or lvind loads in excess of the designed load parameters en*ineered 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 explicidy exclude:
o workmanship related to assembly not provided by the Company or its agents;
o fabric curtains, valances, and flat vertical panels;
o fabtic tops installed on structures that were not engineered and originally supplied by the Company.o THE COMPANY SHALL NOT BE LIiABLE FOR ANY INCIOENTAL, CONSEqUENTIAI. SPECIAL, LIqUIDATED, EXEMPIARY, OR PUNITIVE DAMAGES, OR ANY LOSS
OF REVENUE, PROFIT, USE OR GOODWITL WHETHER BASED UPON CONTRACT, TORT (II{CLUDING NEGLIGENCE}, OR ANY OTHER TEGAL THEORY, ARISING
OUT OF A BREACH OF THIS WARRANTY OR IN CONiIECTION WITH THE SALE, INSTALLATION, MAII{TENANCE, USE, OPEMTION OR REPAIR OF ANY
PRODUCT OR SERVICE. IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY AMOUI.IT GREATER THAN THE PURCHASE PRICE FOR ANY PRODUCT OR
SERVICE PROVIDED 8Y THE COMPANY.
. THE FOREGOING TIMITED WARRANTY 15 THE SOLE AND EXCLUSIVE WARRANW FOR THE COMPANY,S PRODUCTS AND SERVICES, AND IS IN LIEU OF AtL
OTHER WARRANTIES, EXPRESS OR IMPUED, IN I.AW OR IN FACT. SELLER SPECIFICALLY DISCIAIMS ALI- OTHER WARMNTIES, EXPRESS OR IMPLIED,
INCLUDING, WTHOUT LIM]TATION, ALL IMPTIED WARMNTIES OF MERCHAMTABITITY AND FITNESS FOR A PARTICUI..AR USE OR PURPOSE, AND ANY
IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING OR P€RFORMANCE OR TRADE USAGE, PURCHASER, BY ACCEPTANCE AND USE OF THIS
LIMITTD WARRANTY, WAIVES ANY RIGHTS IT WOULD OTHERWISE HAVE TO CLAIM OR NSERT THAT THIS LIM]TED WARRANTY FAI6 OF ITS ESSENTIAT
PURPOSE,
Colourshade 'and extreme 32ft are registered trademarks of Multiknit Pty. Ltd.
Commercial gsil and SaFRshade'" ate registered trademarks of Gale Pacific USA lnc-
Monotec 370" is a reSistered trademark of PRO-XNIT lndustries Pty. Ltd.
Precontraint 502'" is a tegistered trademark of Serge Ferrari North America, lnc.
rvww.usa-shade,com 800.966.5005
AZ:289388 CA:989458 1-A:61718 NV:78724 NV:78724 NM:383826 TN:68712 DIR: 1000003533
USASHADEI Fabrlc 3t?uclu?.a.
1s) AserntrM!$E!!9!s
. Company will notifu purchaser of the scheduled assembly date. Owner agrees to have an owner representative meet the assembly crew at the iob site on
the scheduled assembly date to verify the eract location where the structure(s) is to be placed.
. Labor lor 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. ln all cases where structures are not installed by Company, all labor for the removal, assembly,
and/or freiSht of the structures will be the Purchase/s responsibility.. Installation prices are based on a single mobilization char8e. lf additional mobilizations are required, there will be additional charges.
. lf the requested services require Company access to owne/s premises, Company will be provided access to the Owne/s premises free and clear of debris,
automobiles, or other interference Monday - Friday during the hours oI8:(X)am to 6:00pm, and Company will have access to water and elecUical 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
beginninB anv installation.. Companiwill 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 incured a5 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 a+built site drawings provided to Company or marked on the ground and cotnmunicated to Company in
writing prior to fabrication and installation.
17) lnstalladon/Assembh on ghe: 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
cauie the assembly process to be more diff;cult. Any fixture(s), e.g., playground, pools, etc., that the structures are to be assembled ov€r must also be
detailed, alon8 with their peak heights (if applicable).
1g) Slte/Urc Bevlis bv purcheser: Company relies on the Purchaser to determine that the structures ordered are appropriate and safe for the Owne/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). Comparry can recommend, or supply at additional cost, padding for posts from a third party manufacturer'
191 preqratory Wortr Where installation/assembly is part of the services and in the event that the foundation or job site is not suitable or ready for
assemuy 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 proiect. |n 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.
20) D€l€flatlon: Subcontractors: The services and the manufacturing and assembly of the structures may be performed by subcontractors under appropriate
a8reements with the ComPany.
Zf ) force mahure: tmonctlcablllfu: 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 Sovernmental regulations or orders,
or due to any Acts of God, strikes, lockouts, slowdowns, wars. or shortaSes in transportation, materials or labor'
22) Olsoute R6otudon: Any controversy or claim arising out of or related to this agreernent must be setded by binding arbitration administered in Dallas, TX
by a single arbitrator selected by the parties or by the American Arbitration Association, and condrcted in accordance with the construction industry
arbitrstion rules. Judgment upon the award may be entered in any court having jurisdiction thereof'
23) Entire Arregrnenr I{o ftelLnce: Thls agreement represents and conurlns the enure agreenEnt between the partles. Prlor dlscusslon 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
receined or relied upon any statemen6 or representations by Company or its agents urhich are not expressly stipulated herein, including without limitation
any statements as to the structurcs, warranties, or services provided hereunder.
24) No Thlrd-partv gmeflclaries: This agreement creates no third-party rights or obligations between company and any other person, includinS any owner
who is not also a purchaser. lt is understood and agreed that the parties do not intend that any thid party should be a beneficiary of this agreement.
25) Gorernlnetaw: TheagreementwillbeconstruedandenforcedinaccordancewiththelawsoftheStateofTeras.
26) Atshnment purchaser may not assign this agreement, by operataon of law or otherwise, without the prior written consent of company. The agreement
shall be binding upon and insu.e to the benefit of the Company and the Purchaser, and their successors and permitted assiSns.
wYnv.usa{hade.com 800.966.5005
AZ:289388 CA:989458 LA:61718 NV:78724 NV:78724 NM:383826 TN:68712 DIR: 1000003533
USASHADEI Fabrlc lt"uctur...
Executed to be efrective as of the date executed by the Company:
NOTE: FOR ANY PURCHASE EQUAL TO OR EXCEEDING 5100,000.00 USD, NO WORK, OTHER THAN PRE-WORK, SHALt BE UNDERTAKEN
W|THOUT A MUTUATLY ACCEPTABLE AND SIGNED CONSTRUCTION CONTRACT.
PURCHASER:
City of Lake Elsinore
SEIICR:
Shade Struaures, lnc. DBA USA Shade
Signature:
By: (Print)
Date: tt.ct .A+
NOTE: All purchase orders and contracts should be drafted in the name of
Shade Structures, lnc,
wurw.usa'shade.com 800.966.5005
LA:61718 NV:78724 NV:78724 NM:383826AZ: 289388 CA:989458 TN: 68712 DIR: 1000003533
Title: Fyn