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HomeMy WebLinkAboutUSA Shade & Fabric Structures CSA Purchase & Install Canopy Structures at Canyon Hills, Summerly, & Swick & Matich Parks 12-13-2022DocuSign Envelope ID: D0354EB2-D2C5-4F2F-AOOE-EA6FC633C7D5 DocuSign Envelope ID 6554AC5B-0422-4066-A54E-9CD2E65A21C3 AGREEMENT FOR CONTRACTOR SERVICES USA Shade & Fabric Structures Purchase & Installation of Canopy Shade Structures at Canyon Hills Park, Surnmerly 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. 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. Attachment 1 - Agreement.pdf Page 1 DocuSign Envelope ID: D0354EB2-D2C5-4F2F-AOOE-EA6FC633C7D5 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21C3 C. Term and Compliance with TaskNVork 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 TaskNVork 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 bilis 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 Page 2 DocuSign Envelope ID: D0354EB2-D2C5-4F2F-AOOE-EA6FC633C7D5 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21C3 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. 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. Page 3 DocuSign Envelope ID: D0354EB2-D2C5-4F2F-AOOE-EA6FC633C7D5 DocuSign Envelope ID 6554AC5B-0422-4066-A54E-9CD2E65A21C3 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. 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. 14, 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 Page 4 DocuSign Envelope ID: D0354EB2-D2C5-4F2F-AOOE-EA6FC633C7D5 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-gCD2E65A21C3 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. Page 5 DocuSign Envelope ID: D0354EB2-D2C5-4F2F-AOOE-EA6FC633C7D5 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21C3 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 Employers 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. 11188) or Insurance Services Office form number GL 0002 (ed. 1173) covering comprehensive General Liability and Insurance Services Office form number GL 0404 Page 6 DocuSign Envelope ID: D0354EB2-D2C5-4F2F-AOOE-EA6FC633C7D5 DocuSign Envelope ID- 6554AC5B-0422-4066-A54E-9CD2E65A21C3 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. 12190) 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:VI I 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. Page 7 DocuSign Envelope ID: D0354EB2-D2C5-4F2F-AOOE-EA6FC633C7D5 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A2lC3 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. Page 8 DocuSign Envelope ID: D0354EB2-D2C5-4F2F-AOOE-EA6FC633C7D5 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21C3 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. Prevailinq 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. Page 9 DocuSign Envelope ID: D0354EB2-D2C5-4F2F-AOOE-EA6FC633C7D5 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A2lC3 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 10 DocuSign Envelope ID: D0354EB2-D2C5-4F2F-AOOE-EA6FC633C7D5 DocuS€gn Envelope 10: 6554AC513-0422-4066-A54E-9CD2E65A21C3 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above. ile tra CITY OF LAKE ELSINORE, a municipal Corporation PXDocu3igned by: 00-; SL'Ays ln-. City Onager ATTEST: DocuSigned by: City Clerk APPROVED AS TO FORM: DacuSigned by; City arney FS DocuSlqud by: 6".ew Ass€stan i y Manager Attachments: Exhibit A -- Contractor's Proposal Exhibit B — List of Subcontractors CONTRACTOR" Shade Structures, Inc., a Corporation C By: Vrl` i' e-' L laved SCJAV16ck(- I ts: Its: Assrt-ecre4er Ute Qray,dInk Page 11 DocuSign Envelope ID: D0354EB2-D2C5-4F2F-AOOE-EA6FC633C7D5 DocuSign Envelope ID: 6554AC5B-04224066-A54E-gCD2E65A21C3 EXHIBIT A CONTRACTOR'S PROPOSAL ATTACHED] EXHIBIT A DocuSign Envelope ID: D0354EB2-D2C5-4F2F-AOOE-EA6FC633C7D5 DocuSign Envelope ID: 5554AC56-0422-4066-A54E-gCD2E65A21C3 EXHIBIT B LIST OF SUBCONTRACTORS ATTACHED] EXHIBIT B DocuSign Envelope ID: D0354EB2-D2C5-4F2F-AOOE-EA6FC633C7D5 DocuSign Envelope ID: 6554AC5B-D422-4066-A54E-9CD2E65A21 C3 DSAS HAD E Fabric Structures, Canyon Hills Community Park 1oi7rzasz 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 DocuSign Envelope ID: D0354EB2-D2C5-4F2F-AOOE-EA6FC633C7D5 DocuSign Envelope ID- 6554AC5B-0422-4066-A54E-9CD2E65A21C3 USASHADE Fabric Structuress Date Proposal for USA SHADE & Fabric Structures 1:1171 0 7 Project Information' Purchaser, City of Lake Elsinore Contact: Chris Erickson Sales Rep: Sales Information: Eric iProjectName. Canyon Rills Community Nark Phor-e: 951453-9463 Phone: 909-927-7567 Quote No 01091422ER Emaii enckion lake-eisnum, jig Email. enc-rots[o@usa-5hade.tom PO No, Phone Fax: Phone 951-453-9463 Fax: Email: lie ballosPu5a-shade. ccniEmail: City of Lake Elsinore Accounts Payable SOUTHERN CALIFORNIA Canyon Hills Community Park 521 North Land s:aff St 1085 N. Main it 34360 Canyon Hills Rd Lake Elsinore Orange Lake Elsinore CA CA CA 92530 92867 92532 Contact: Contact: Construction Dept Contact: Chris Erickson Phone Phone 714-656-4564 Phone 951-453-9463 Email: Email: lie ballosPu5a-shade. ccniEmail: e pig Fax: Fax: Fax: CORPORATE ADDRESS: 2580 Esters Blvd., Suite 100 DFW Airport, TX 75261 SOUTHERN CALIFORNIA. 1085 N blain Street, Suite C Orange, CA 92867 MAILING ADDRESS: P.O. Box 3467 Coppel, TX 75019 NORTHERN CALIFORNIA: ARIZONA: 927 Lmterpnse way. Suite A 2452 W. Birchwood Ave, Suite 112 Napa. CA 94558 Mesa, AZ 85202 REMITTANCE ADDRESS: P.O. Box 734158 Dallas, TX 75373-4158 IAS VEGAS: 6225S Valley View Blvd., Suite I as Vegas. IEV 89118 NOTE: This message is intended only for the use of the individual to whom it is addressed, and contains information that is privileged, confidential and exempt from disclosure under applicable law If you are not the intended recipient. or the employee or agent responsible for deiivenng this message to the ntenoed recipient, you are hereby notified that any unauthorized disclosure, distribufion, or copying of this communication is strictly prohitited ,f ynu have received this communication in error, please notify us immediately Dy phone and return the original message to the applicable address above www.usa-shade.corn 800-966-5005 AZ 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DR 1000003533 DocuSign Envelope ID: D0354EB2-D2C5-4F2F-AOOE-EA6FC633C7D5 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-gCD2E65A21C3 USASHADE Vibric Structures. Structure Pricing Unit Quantity I Foundations Ely USA Shade Unit Type: Su per Span Pyrarnid Muiti- gout installation Not Applicable Level Multi -Ra rel Structure Size: 50x50 Footing Type: Drilled Pier USA Shade Model Number 405.3 Base Attachment- PIH - Embed Entry Height 10 Anchor Baits N/A No of Columns: 4 Concrete Cutting- N/A No of Fabric Tops: 8 Dirt Removal: Included Fabric Type Cofourshade FR surface Type: Grass Fabric Color TO Steel Finish Powder Coated Steel Color: TBD Sourcewell Contract 0 010521 List price 569,500 12 - Electrical Provisions- N/A 1076=$62,550.10 Cable/HOW Finish Galvanized Concept No: www.usa-shade.com 800-966-5005 A2: 289389 CA: 989458 LA: 61718 NV: 78724 NV:18724 NM: 383826 TN: 68712 DIR:1000003533 DocuSign Envelope ID: D0354EB2-D2C5-4F2F-AOOE-EA6FC633C7D5 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21C3 USASHADE S Fabric Structure,., USA SHADE reserves the right to Implement a surcharge for significant increases in raw materials, including the following, but not limited to: fuel, steel , fabric, and concrete. Proposal pricing is only valid for 15 days to the fluctuation in pricing. Due to recent significant increases experienced in raw steel and fabric materials, it may be necessary to order, invoice, and receive payments for steel and fabric as soon as Final sizing can be determined. Bu,airili Ii CBC 2019 Wind Load 115 mph EXCLUDED L Snow toad 5 psf prevailing Wage / Certified Payroll Q if Bonds are needed, add 2% to the total price. Drawing Sae Electronic No of Sealed Drawings Electronic Calculations Required Electronic INCLUDED EXCLUDED L INCLU51ONS EXCLUSIONS MISCEIIANFOUS Sealed Drawings & Calculations prevailing Wage / Certified Payroll Q Permit Submittai Union Wages I] Permit Fee 0 Fencing Q DSA Submivai & Fees water and Electrical 91 Design and tngmeenng of Structure Landscape Repair 11I Design and Engineering of Foundation Demolition (Existing Structwesi C Ructions and _Dodi }0, rM&Ment to walk, 11000 s, W Othor Payment and Performance Bonds Fourdation Location and Fievation Surrey Special inspection Fees www.ugg-thade.com 800-966.5005 AZ: 289388 CA: 989456 LA: 61719 NV 78724 NV 78724 NM 363826 TN 68712 D!R 1000003533 DocuSign Envelope ID: D0354EB2-D2C5-4F2F-AOOE-EA6FC633C7D5 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21C3 USASHADE A Fabric Structures. Construction Assumptions 1) The designated area for our structures will be accessible by drive -up for unloading of our trucks and equipment, including personnel man-iifts, 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 bear additional charge. We will require exclusive access to the area for our work during the construction process. 3) Our pricing does not include daily site delays accessing the work areas. USA SHADE will submit a Change Order for any delays caused by other trades which interfere or cause us to stop working. 4) We will require site sanitary facilities and refuse containers by others within 200 feet of our work. S) USA SHADE will leave its work and materials in a clean condition at the conclusion of our work - 6) Barricades and public security requirements are not vncluded T) Unless specifically included in this proposal, this agreement does not include, and Company will not provide, services, labor, or materials for any of the following work(a) removal and disposal of any materials containing asbestos or any hazardous materials as defined by the EPA; (b} moving Owner's property around the installatio^ 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. 81 Pricing for foundation design is based an drilled pier footings. In the event the geotechnical report requires an alternate configuration, any additions costs incurred will be submitted to the client by a Change Order. 9) Digging of our foundations will not be constrained by any existing concrete or utilities. USA SHADE will not be responsible for moving or repairing any underground utility lines such as electrical, telephone, gas, water, or sprinkler lines that may be encountered during installation 101Any additional costs incurred as a result of hard rock conditions requiring extra equipment, utility removal or repot-, resulting in delay, will result in additional charges unless they are detailed on as -built site drawings provided to USA SHADE or marked on the ground and communicated to USA SHADE in writing prior to installation. GENERAL TERMS & CONDITIONS AND WARRANTY 1) Proposal: The above proposal is valid for 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 s,gnificant increases in raw materials, including, but not limited to; fuel, steel, and concrete. Due to the duration of time between proposals, contracts, and final installation, USA SHADE & =abric Structures reserves the right to implement this surcharge, when applicable z) Purchase: By executing this proposal, or submitting a purchase order pursuant to this proposal (which shall incorporate the terms of this agreement specifically by reference] which is accepted by USA SHADE & Fabric Structures (the "Company), the purchaser identified above ("you' or the "Purchaser") agrees to purchase Shade Structures brand shade structures ("Structures") and the services to be provided by the Company, as detailed in the "Structure Pricing" and "General Scope of Work" sections of this agreement, above, or in the relevant purchase order accepted by the Company, for use by Purchaser or for instaliation by Company or Purchaser on behalf of a third -party who will be the ultimate owner of the Structures (the ultimate owner of a Structure, whether Purchaser or a third -party, being the "Owner"). 3) Short Ship Claims: Purchaser has 15 days from receipt of the structures to file a short ship report in writing to its saes representative. Company will not honor claims made after this time. 4, Standard Exclusions: Unless specifically included under the "General Scope of Work" section above, this agreement does not include, and Company will not provide, services, labor, or materials for any of the following work: (a) removal and disposal of any materials containing asbestos or any hazardous materials as defined by the EPA; (b) moving Owner's property around the installation site; (c) repair or replacement of any Purchaser or Owner -supplied materials; (d) repair of concealed underground utilities not located on prints supplied to Company by Owner during the bidding pfocess, or physically staked out by Owner, and which are damaged during construction during normal course of construction, www.usa-shade.com 800-965-5005 AZ: 289388 CA. 989458 LA 61718 NV 78724 NV 78724 NM 383826 TN: 68712 DIR 1000003533 DocuSign Envelope ID: D0354EB2-D2C5-4F2F-AOOE-EA6FC633C7D5 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9GD2E65A2lG3 USASHADE a Febr1C Structures. 5) Bonding Guidel If Purchaser will use or provide the Structures and Services for an Owner other than Purchaser (including, without limitation, as a subcontractor of Purchaser), Purchaser wilt include the following statement in Purchaser's contract with Owner 7" manufacturer's warranty for the Shade Structures brand shade structures is a separate document between USA SHADE & Fabric Structures and the ultimate owner of the Shade Structures brand shade structures, which will be provided to the ultimate owner at the time of completion of the installation and other services to be provided by USA SHADE & Fabric Structures. Due to surety requirements, any performance and/or payment bond will cover only the first year of the USA SHADE & Fabric Structures warranty." frl Insurance Requirements: Company is not required to provide any insurance coverage in excess of Company's standard insurance A copy of the Company's standard insurance is available for your review prior to acceptance of the Company's proposal. 7) Payment: Terms of payment are defined in the "Pricing Details" section and are specific to this contract. For purposes of this agreement, "Completion" is defined as being the point at which the Structure is suitable for its intended use, the issue of occupancy consent, or a final building department approval is issued, whichever occurs first. Progress billing and payment will be required All payments must be made to Shade Structures, Inc., P.O. Box 734158, Dallas, TX 75373-4158. Company may use all remedies available to it under current laws including, but rot iimited to, filing of liens against the property and using a collection agency or the courts to secure the collection of the outstanding debt. 3; t,;; SIgilseg Upon request by Owner, Company will issue appropriate partial lien releases as corresponding payments are received from Purchaser, but prior to receiving final payment from Purchaser or Owner. Company will provide a full release of ;tens upon receipt of final payment. In accordance with state laws. Company reserves the right to place a lien on the property if final payment has not been received 10 days prior to the filing deadline For liens. 4} Site Plan Approval, Perini s Permit Fees Plans EnS1q1_erIng Drawings, and Surveyiri 51te pian approval, permits, permit fees, pians, engineering drawings, and surveying are specifically excluded from this agreement and the Services unless specified under the "General Scope of Work" The Company does not in anyway warrart or represent that a permit or site pian approval for construction will be obtained. Seated engineered drawings that are required but not included in the "General Scope of Work` will result m an additional cost to Purchaser. 10) Manufacturing & Delivery: Manufacturing leadtime from Company's receipt of the "Notice To Proceed" is approximately 6 tc 8 weeks for standard structures, and 8 to 12 weeks for custom structures. Delivery is approximately 1 week thereafter. Delivery of structures maybe prior to or at start of assembly, Please note that these timelines do not include approval or permitting timeframes. 11) Returned Product Deposits, and or cancelled Order: within the first 45 days after shipment from our facility, all returned products) and cancelled orders are subject to a 50% restocking fee. No returns are available following this 45 day period. All deposits are non-refundable. All expenses incurred engineering, site surveys, shipping, handling, etc.) are the responsibility of the Purchaser, up to notice of cancellation. 12) Concealed Conditions: "Concealed conditions" include, without limitation, water, gas, sprinkler, electrical and sewage lines, post tension cables, and stee rebar This agreement is based solely on observations the Company was able to make either by visual inspection or by drawings and/or plans submitted by Owner at the time this agreement was bid. If add'tional Concealed Conditions are discovered once work has commenced, which were not visible at the time this proposal was bid, Company will stop work and indicate these unforeseen Concealed Conditions to Purchaser or Owner so that Purchaser and Company can execute a Change Order for any additional work. In any event, any damage caused by or to unforeseen Concealed Conditions is the sole responsibility of the Purchaser and Company shaft 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.J, rocks larger than 4 inches in d'ameter, or any other condition that will require additional labor, equipment andlor materials not specified by the Purchaser or Owner in the bidding process. Any condition requiring additional labor, equipment, and/or materials to complete the drilling or concrete operations will require a Change Order before Company will complete the process. Price quotes are based on a dulled pier footing. Any variation will incur additional charges (i.e. spread footings, concrete mat, sand, water, landfill, etc.l. Costs for footing and installation do not include any allowance for exte^ding below frost lines (the additional costs for which Crary by geographical region). 131 Chances in the work: During the course of this project, Purchaser may order changes in the work (both additions and deletions). Additionally, an approving agency may require changes In the work from the original design or engineering quoted and provided by the Company (both additions and deletions.) The cost of these changes will be determined by the Company, and a Change Order form must be completed and signed by both the Purchaser and the Company, which will detail the "General Scope of the Change Order'. Should any Change Order be essential to the completion of the project, and the Purchaser refuses to authorize such Change Order, then Company will be deemed to have performed its part of the project, and the project and services will be terminated. Upon such termination, Company wiI submit a final billing to Purchaser for payment, less a labor allowance for work not performed but including additioral charges incurred due to the stoppage. No credit wilt be allowed for materals sold and supplied, which will remain the property of the Purchaser. www.usa•shade.com 600-966.5005 AZ: 289388 CA. 989458 LA: 61718 NV 78724 NV 78724 NM 383826 7N 68712 DIR.1000003533 DocuSign Envelope ID: D0354EB2-D2C5-4F2F-AOOE-EA6FC633C7D5 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21C3 USASHADE A Fabric Structures. 141 indemnification: To the fullest extent permitted by law, Purchaser shall indemnify, defend, and hold harmless the Company and its consultants, agents, and employees or any of them from and against claims, damages, losses and expenses, including, but not limited to, attorneys' lees 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 of destruction of tangible property, but omy to the extent caused by the negligent acts or omissions of the Purchaser or its agents, employees, or subcontractors, or anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a parry indemnified hereunder_ Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in Section 15. 15) Statement of Limited Warranty: The structural integrity of all supplied steel is warranted for ten years. ff assembly is provided by the Company, workmanship of the structure is covered for one year, including labor for the removal of any failed part, disassembly (if necessary), cost of shipping, and reassembly All steel surface finishes are warranted for one year. Shadesure", Colourshade• FR, extreme 32'", Commercial 95'", SaFRshade", and Monter 370'" fabrics all carry a ten year limited manufacturer's warranty against failure from significant fading, deterioration, breakdown, outdoor heat, cold, or discoloration. Should the fabric need to be replaced under the warranty, the Company will manufacture and ship a new replacement fabric at no charge for the first six years, thereafter pro -rated at 20% per year over the remaining four years. The following are exceptions to the preceding warranty terms o Shadesure'" fabrics in Red, Yellow, Atomic Orange, Electric Purple, Zesty LImE, Cinnamon, Otive, and Mulberry carry a five year pro -rated a Fabric tops attached to Coolbrella'" structures Can a three year warranty: o Individual fabric taps measuring greater than 40' in length are covered by a non -prorated Five year warranty, o Precontraint 502'" waterproof membrane is subject to an eight year pro -rated warranty- Sewing thread is warranted for ten years wwwmsa-shadaxom 800-966-5005 AZ: 289388 CA: 989458 LA: 61718 NV 713724 NV.78724 NY 383826 TN 58712 DR. 1000003533 DocuSign Envelope ID: D0354EB2-D2C5-4F2F-AOOE-EA6FC633C7D5 DocuSi9n Envelope ID: 6554AC58-0422-4066-A54E-9CD2E65A21 C3 USASHADE a Fabric Structuraw. General Limited Warranty Terms altd Condgticm 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" Farm. In its sale discretion, the Company will repair and or/replace defective structures, products or workmanship, of refund that portion of the price related to the defective product labor, or service rendered. The Company reserves the right, in cases where certain fabric colors have been discontinued, to offer the Purchaser or Owner a choice of available alternative colors to replace the warranted Fabric. The Company does not guarantee that any particular color wil be available for any period of time, and reserves the right to discontinue any color for any reason, without recourse by tiwe Purchaser or Owner of the discontinued fabric color. Should the Purchaser or Owner sell the structures to another party, the warranty cannot be transferred to the new owner without a complete and thorough on-site inspection performed by a Company representative. Please contact the Company at warranty@usa-shade.com for more details- All warranty Clalms covering Company supplied structures, products, and services must be submitted by Purchaser or Ownef in wnt!ng to the Company within thirty days from the date of discovery of the alleged defect and must Include a detailed description an applicable photographs of the alleged defect or problem Warranty claims should be submitted by email to war ranty@Lisa -shaall P.eoFin Purchaser or Owner agrees that venue for any court action to enforce these limited warranties shall be in the City or County of Dallas in the State of Texas, USA- These limited warranties are void iF o the supplied structures, products, services and/or labor are not paid for in full, the structures are not assembled in strict compliance with USA SHADE specifications; any changes, modifications, additions, or attachments are made to the structures in anyway, without prior written approval from the Camp any Wicificatly, no signs, objects, Fans, light fixtures, etc. may be hung from the structures, unless specifically engineered by the Company These limited warranties da not cover defects and/or damages caused by: a normal wear and tear, o misuse, willful or intentional damage, vandalism, contact with Chemicals, Cuts and Acts of God (i. e. tornado, hurricane, micro/macros burst, earthquake, wildfires, etc.]: a ice, snow or wind loads in excess of the designed load parameters engineered for the supplied structures; o use, maintenance, neglect, repalr, and/or service inc ens+stent with the Company's written care and maintenance nst•uttions, provided with the order. The IImited warranties explicitly excfude- a workmanship related T assembly not provided by the Company or its agents; o fabric curtains, valances, and Flat vertical panels; a fabric tops installed on structures that were not engineered and originally supplied by the Company THE COMPANY SHALL NOT BE LIABLE FDR ANY INCIDENTAL, CONSEQUENTIAL. SPECIAL, UQUIDATE0, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF REVENUE, PROFIT, USE OR GOODWIL-L, WHETHER BASED UPON CONTRACT, TORT (INCL U0ING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, ARISING OUT OF A BREACH OF THIS WARRANTY OR IN CONNECTION WITH THE SALE, INSTALLATION, MAINTENANCE, USE, OPERATION OR REPAI A OF ANY PRODUCT DR SERVICE- IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY AMOUNT GREATER THAN THE PURCHASE PRICE FOR ANY PRODUCT OR SERVICE PROVIDED BY THE COMPANY. THE FOREGOING LIMITED WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY FOR THE COMPANY S PRODUCTS AND SERVICES, AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, IN LAW OR IN FACT. SELLER SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR PURPOSE, AND ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING OR PERFORMANCE OR TRADE USAGE. PURCHASER, BY ACCEPTANCE AND USE OF THIS UM1TE0 WARRANTY, WAIVE ANY RIG HT5 IT WOULD OTHERWISE HAVE TO CLAIM OR ASSERT THAT THIS LIMITED WARRANTY FA1L5 OF ITS E55ENTIAL PURPOSE CcIawshade • and extreme 32"' are regkstered Irademarks of MuRikniI Pty. Ltd. Cam m er[ia195 - and SaFRsh ad e'- are registered trademarks of Gale Paafic USA Inc. Nianotec 370-1 Is a •eg,ctcred trademark df PRO -KNIT Industnes Pty. Ltd Precontr a i tit 50,2" is a registered trademark of Serge Ferrari North America, Inc. www.Lisa-shade.com 800.966.5005 AZ: 289388 CA 989458 LA61716 NV 78724 NV -79724 NRA 383826 TN 68712 OR 1000003533 DocuSign Envelope ID: D0354EB2-D2C5-4F2F-AOOE-EA6FC633C7D5 DocuSign Envelope ID; 6554AC5B-0422-4066-A54E-9CD2E65A29C3 USASHADE A, Fabric Structures. 16) Assembly/Installation: Company will notify Purchaser of the scheduled assembly date- Owner agrees to have an owner representative meet the assembly crew at the job site on the scheduled assembly date to verify the exact location where the structure(sj is to be Placed. Labor for the removal, assembly, and/or freight charges will only be covered by Company in instances where the structures supplied and installed by Company are determined by the Company to be defective. In all cases where structures are not install ed by Company, all labor for the removal, assembly, and/or freight of the structures will be the Purchaser's responsibility installation prices are based on a single mobilization charge If additional mobilizations are required, there will be additional charges. If the requested services require Company access to Owner's premises, Company will be provided access to the Owner's premises free and clear of debris, automobiles, or other interference Monday " Friday during the hours of 8:00am to 6:00pm, and Company will have access to water and electrical facilities during Installation. Additional charges will apply if utilities are not easily accessible- Where applicable, all vehicles will be moved prior to Company's crew beginning any installation. Company will not be responsible for moving or repairing any underground ubll lines such as electrical, telephone, gas, water, or sprinkler tines that may be encountered during installation Any additional costs incurred as a result of hard rock conditions requiring extra equipment, utility removal or repair esulting 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. M Installation/Assemfsly-on-sfte: where installation/assembly is part of the services, Purchaser must provide the Company with a detailed drawing prepared by or for the Owner showing exactly where the structures are to be assembled as well as detailing any obstacles or other impediments that may cause the assembly process to be more difficult. Any fixture(s), e.g., playground, pools, etc., that the structures are to be assembled over must also be detailed, alang with their peak heights (if applicable). I81 Site/Use Review by Purchaser: Company relies on the Purchaser to determine that the structures Ordered are appropr•ate and safe for the Owner's installation site and/or intended use, Company is not responsible for damages or injuries resulting from collisions by moving objects or persons with the structure post(s). Company can recommend, or supply at additional cost, padding for posts from a third party manufacturer 191 Preparatory Work: Where installation/assembly is part of the services ano in the event that the foundation or job site is not suitable or ready for assembly to begin on the scheduled day, a Delay of Order notification must be sent to Company at least 4 working days prior, in order to allow Company to reschedule the project. In the event that Company is not notified and incurs an expense in attempting to execute the assembly, a re -mobilization charge may be charged to Purchaser before Company will reschedule the assembly. 201 Delegation: Subcontractors: The seances and the manufacturing and assembly of the structures may be performed by subcontractors under appropriate aRreemenu with the Company 211 Force Maleure: Impracticability-. The Company shall not be charged with any loss or damage for failure or delay in delivering or assembling of the structures when such failure or delay is due to any cause beyond the control of the Company, due to compliance with governmental regulations or orders, or due to any Acts of God, strikes, lockouts, slowdowns, wars, or shortages in transportation, materials or labor. 221 Dispute Resolution: Any controversy or claim arising out of or related to this agreement must be settled by binding arbitration administered in Dallas, TX by a single arbitrator selected by the parties or by the American Arbitration Association, and conducted in accordance with the construction industry arbitration rules. Judgment upon the award maybe entered in any court having jurisdicLOn thereof 23) Entire reement No Reliance: This agreement represents and contains the entire agreement between the parties. Prior discussion or verbal representations by the parties that are not contained in this agreement are not part of this agreement. Purchaser hereby acknowledges that it has not received or relied upon any statements or representations by Company or its agents which are not expressly stipulated herein, including without limitation any statements as to the structures, warranties, or Services provided hereunder 24) No Third -Party Beneficiaries: This agreement creates no third -party rights or obligations between Company and any other person, including any Owner w'lo Is not also a Purchaser. It is understood and agreed that the parties do not intend that any third party should be a beneficiary of this agreement. 25) Governing Law: The agreement will be construed and enforced in accordance with the laws of the State of Texas. 26) Assignment: Purchaser may not assign this agreement, by operation of law or otherwise, without the prior written consent of Company- The agreement shall be binding upon and insure to the benefit of the Company and the Purchaser, and their successors and permitted assigns. www.usa-shade.com 800.966.5005 AZ 289388 CA 989458 LA 61718 NV 78724 NV 78724 NM. 383826 TN 68712 DIR 1000003533 DocuSign Envelope ID: D0354EB2-D2C5-4F2F-AOOE-EA6FC633C7D5 DocuSig n Envelope ID: 65 54AC56-042 2 -4 066-A54E- SIC D 2 E 65A21 C3 USASHADE Fabric Strucluror. Executed to be effective as at the date executed by the Company: NATE: FOR ANY PURCHASE EQUAL TO OR EXCEEDING $100,000.00 USD, NO WORK, OTHER THAN PRE -WORK, SHALL BE UNDERTAKEN WITHOUT A MUTUALLY ACCEPTABLE AND SIGNED CONSTRUCTION CONTRACT. PURCHASER: City of Lake Elsinore SELLER: Shade Structures, Inc. DBA USA Shade Signature. By (Print) Title: Date NOTE: All purchase orders and contracts should he drafted in the name of Shade Structures, Inc. www.usa•shade.corn 800-966.5005 A2. 2893B8 CA. 989458 LAS 61718 NV 78724 AIV 78724 NM: 383826 TN: 68712 OR 1000403533 DocuSign Envelope ID: D0354EB2-D2C5-4F2F-AOOE-EA6FC633C7D5 DocuSign Envelope ID 6554AC56-0422-4066-A54E-9CD2E65A21C3 USASHADE Fabric Structures, Summerly Park 111312022 Pricing valid for 15 days Proposal Prepared For: City of Lake Elsinore Accounts Payable 521 North Landstaff 5t Lake Elsinore, CA 92530 AZ 289388 CA 989458 LA 61718 NV 78724 NM. 383826 TN68712 DIR: 1000003533 DocuSign Envelope ID: D0354EB2-D2C5-4F2F-AOOE-EA6FC633C7D5 DocuSign Envelope 1D: 6554AC5B-0422-4066-A54F-9CD2F65A21C3 USASHADE A Febrlc Structures„ Date. Proposal for USA SHADE & Fabric Structures I 117/7ni ill Informatiou; Purchaser: City of take Elsinore Contact Chris Erickson Sales Rep: Sales 11111imillation; Eric Rays Project Name Summerly Park Phone 951-453-9463 Phone, 909-927-7567 Quote No. call22ER00617 Email Cer ick soil LulldkY ilylnW p Email. crrc.roys@usa-shade.com PO No Construction Dept Fax. Chris Erickson Fax: City of Lake E#sinare Accoants Payable SOUTHERN CALIFORNIA Surr iy Park 521 North Landstaff St 1085 N Main st 18505 Malaga Rd Lake Elsinore orange Lake Elsinore CA CA CA 92530 92867 92530 Contact: Contact, Construction Dept Contact Chris Erickson Phone Phone 714-6564564 Phone 951-453-9463 Email: Email: ICebailo5 @usa shade. corn Email encksoriC-Idne-te riuie Lr Fax: Fax: Fax: I J CORPORATE ADDRESS: 2580 Esters Blvd., Suite 100 DEW Airport, TX 75261 SOUTHERN CALIFORNIA: 1085 N Main Street, Suite C orange, CA 92867 MAILING ADDRESS: PA. Box 3467 Coppel, TX 75019 NORTHERN CALIFORNIA: ARIZONA: 927 Enterpnse Way, Suite A 2452 W Birchwood Ave. Suite 1.12 Naoa, CA 94558 Mesa, AZ 85202 REMITTANCE ADDRESS: P.O. Box 734158 Dallas, TX 75373-4158 LAS VEGAS: 6225 S. Valley View Blvd., Suite I Las Vegas, NV 89_18 NOTE This message Is intended only for the use of the individual to whom it is addressed, and contains information that Is privileged, confidential, and exempt from disclosure under applicable law If you are not the Intended recipient, or the employee or agent responsible for delivering this message to toe Intended recipient, you are hereby notified that any unauthorized disclosure, distribution. or copying of this communication is strictly prohibited If you have received this communlcaton In error, please notify us Immediately by phone and return the origlnal message :o the applicable address above www.usa-shade.ciom 800-966-5005 AZ:289388 CA:989458 LA:61718 NV:78724 NV -78724 NM 383826 TN:68712 D€R:1000003533 DocuSign Envelope ID: D0354EB2-D2C5-4F2F-AOOE-EA6FC633C7D5 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21 C3 USASHAD E Fabric Structures. Structure Pricing AlnUSA Unit Quantity 2 Foundations By USA Shade Unit Type: elf Hip Carihlever Grout installation Not Applicable Structure Size 19x 8 Projection Footing Type Drilled Pier Shade model Number 202.5 Ba seAttachment PIH - Embed Entry Height: 12 Anchor Bolts: N/A No of Columns: 2 Concrete Cutting Included No of Fabric Tops. 1 Dirt Removal Included Fabric Type Colourshade FR surface Type: Concrete Fabric Color: TBD Steel Finish Powder Coated Sourcewei Pricing Contract 8159.00. x 010521 List price 3% = $7914.23 steel Color. Electrical Provisions: Cable/HDW Finish TBD N/A 15,828.45 Galvanized Concept No ON IT I MAGIF n};-- a9filaw 56,372.52 Structure UNIT DETAILS unit Quantity 2 6 Foundations By USA Shade Unit Type. u l H I p Cant] Ieve, Grout installation Not Applicable Structure Sire 19x 12 Projection Footing rype Drilled Pier USA Stade Model Number 202.5 Base Attachment: PJH - Embed Entry Height 12 Anchor 9olts: N/A No of Columns 2 Concrete Cutting Included No of Fabric Toos 1 Dirt Removal Included Fabric Type Colourshade FR Surface Type Concrete Fabric Color Steel Finish TBD Powder Coated TB NBA Sourcewell Pricing contract 9 010521 List Price 59686.00 - 3% = 59395.42 Galvanized Steel C91flr E eel cal Provisions: Cable/HDW Finish Concept No www-usa-shade.com 800-966-5005 A2: 289388 CA: 989458 1A: 61718 NV: 79724 NV:78724 NIVI:383826 TN: 68712 DIR:1000003S33 DocuSign Envelope ID: D0354EB2-D2C5-4F2F-AOOE-EA6FC633C7D5 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21C3 USASHADE A Farrie Strueturwa, Structure Pricing www.usa-shade.com 800-966-5005 AZ:289388 CA:989458 LA:61718 NV:78724 NV:78724 NM:363826 TN:68712 DIR:1000003533 DocuSign Envelope ID: D0354EB2-D2C5-4F2F-AOOE-EA6FC633C7D5 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21 C3 USASHADE 6 Fabric Structures. PAYMENT TERMS; 1) Upon execution of the Agreement {Deposr; 5696 2) L.•pon ddhrtry of unit(s) 3) Upon cornptetionofassemblvl,nsea nation 100% a) Otherjspgpry)' Prizing Terms above subject to credit approval IDSA SHADE reserves the right to implement a surcharge for significant increases in raw materials, including the following, but not limited to: fuel, steel , fabric, and concrete. Proposal pricing Is only valid for 15 days to the fluctuation In pricing. Due to recent significant increases experienced in raw steel and Fabric materials, it may be necessary to order, invoice, and receive payments for steel and fabric as soon as final sizing can be determined. Budding Code CBC 2419 Wind Load 115 mob Snow toad 5 psf Does not include Performance or Payment bonds. If required add 2.545 to the Drawing Slze Electronic total. No or Sealed orawings Electronic Calculations Required Electrorlie l EXCLUDi., I.' l Ind uded sIncluded Prevailing Wage ICerci fled Payroli Shgea ld 4T.(8 C to man512, 996.91 Union Wages 7 512,935.91 s, 1.131.98 hngmeerng Included Instailation Included DSA Submittal & cues S3od,755.90 PAYMENT TERMS; 1) Upon execution of the Agreement {Deposr; 5696 2) L.•pon ddhrtry of unit(s) 3) Upon cornptetionofassemblvl,nsea nation 100% a) Otherjspgpry)' Prizing Terms above subject to credit approval IDSA SHADE reserves the right to implement a surcharge for significant increases in raw materials, including the following, but not limited to: fuel, steel , fabric, and concrete. Proposal pricing Is only valid for 15 days to the fluctuation In pricing. Due to recent significant increases experienced in raw steel and Fabric materials, it may be necessary to order, invoice, and receive payments for steel and fabric as soon as final sizing can be determined. Budding Code CBC 2419 Wind Load 115 mob Snow toad 5 psf Does not include Performance or Payment bonds. If required add 2.545 to the Drawing Slze Electronic total. No or Sealed orawings Electronic Calculations Required Electrorlie l EXCLUDi., I.' ENGINEERING REQUIREMENTSfMISCELLANEOUS Sealed Drawings 8 CalcWa: ons Prevailing Wage ICerci fled Payroli ld Permit Submitty C G Union Wages 7 p Permit Fee C Fencng Q DSA Submittal & cues G 91 water and Electrical E, Design and Engmeenngof Structure G d Landscape Repan J C Design and fngineeringof Fountlation i p Demolition (Existing Struawes) I I Ai OI ns a+w wads b• attahnefnt w wa1-1 0.00n0pt a ofnrr f-': p Payment and performance Bones L Fou neat ion .acaticn and E evation Sufvey p Speoa; Inlpectlpn Fees www.usa-shade.com H00-966.5005 AI 289388 CA 989458 lA 61718 lav 78724 NV 76724 ^IM 38 38 26 rN 68712 01R. 1OW003533 DocuSign Envelope ID: D0354EB2-D2C5-4F2F-AOOE-EA6FC633C7D5 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21C3 USAft SHADE i rebtlo structures, Construction Assumptions 1) The designated area for our structures will be accessible by drive -up for unloading of our trucks and equipment, including personnel man -lifts, forklifts, etc. Should a crane be required and direct access not availabler additional costs for such will be submitted by a Change Order. 2) Our pricing is based on the ability to perform all of our work with clear, sequential, and continuous access without interruption during normal daytime working hours. We have assumed one mobilization for the installation of Foundations, steel and fabric; if additional mobilizations are required, there will be an additional charge, We will require exclusive access to the area for our work during the construction process. 3) Our pricing does not nclude 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 s to stop working, 4) We will require site sanitary facilities and refuse containers by others within 200 feet of our work_ S) USA SHADE will leave its work and materials in a clean condition at the conclusion of our work_ 5) BdIrildJes dnJ 4JUUlic security Iequireineuts me nut irncluJW 7) Unless specifically included in this proposal, this agreement does not incude, and Company will not provide, services, labor, or materials for any of the following work (a) removal and disposal of any material containing asbestos or any hazardous matertals as defined by the EPA; (b} moving Owner's property around the installation site; (c} repair or replacement of any Purchaser or Owner -supplied materials; or (d) repair of damage to existing surfaces that may occur when construction equipment and vehicles are being used in the normal course of construction. S) Pricing for foundation design is based on drilled pier footings In the event the geotechnical report requires an alternate configuration, any addit+onal costs incurred will be submitted to the client by a Change Order. 9) Digging of our foundatmns will not be constrained by any ex sting concrete or utilities. USA SHADE will not be responsible for moving or repairing any underground unlity lines such as electrical, telephone, gas, water, or sprinkler lines that may be encountered during installation. 101 Any additional costs incurred as a result of hard rock conditions requiring extra equipment, utility removal or repair, resulting in delay, will result in additional charges unless they are detailed on as -built site drawings provided to USA SHADE or marked on the ground and communicated to USA SHADE in writing prior to installation GENERAL TERMS & CONDITIONS AND WARRANTY 1) Proppsal: The above proposal is valid for 15 days from the date fust 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 matenals, including, but not limited to; fuel, steel, and concrete. Due to the duration of time between proposals, contracts, and final installation, USA SHADE & Fabric Structures reserves the right to implement this surcharge, when applicable. 2) Purchase: By executing this proposal, or submitting a purchase order pursuant to this proposal (which shall incorporate the terms of this agreement specifically by reference) which is accepted by USA SHADE & Fabric Structures (the "Company'), the purchaser identified above ("you" or the "Purchaser"} agrees to purchase Shade Structures brand shade structures ("Structures") and the services to be provided by the Company, as detailed in the "Structure Prong" and "Genera+ Scope of Work" sections of this agreement, above, or in the relevant purchase order accepted by the Company, for use by Purchaser or for installation by Company or Purchaser on behalf of a third -party who will be the ultimate owner of the Structures (the ultimate owner of a Structure, whether Purchaser or a third -party, being the "Owner") 31 Short Ship Claims: Purchaser has 15 days from receipt of the structures to file a short ship report in writing to its sales representative- Company will not honor claims made after this time. 41 Standard Exclusion&: 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 contaming 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 ofconcealed 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 800.956.5005 AZ 289388 CA: 989458 LA: 61718 NV 78724 NV 78724 NM: 383826 W68712 DIR 1000003533 DocuSign Envelope ID: D0354EB2-D2C5-4F2F-AOOE-EA6FC633C7D5 DocuSign Envelope ID 6554AC5B-0422-4066-A54E-9CD2E65A21 C3 USASHADE i Fabric Structures. 5) Bondlntt Guldelines: If Purchaser will use or provide the Structures and Services for an Owner other than purchaser (Including, without limitation, as a Subcontractor a' Purchaser), Purchaser will include the following statement in Purchasers contract with Owner: rhe manufacturer's warranty for the Shade Structures brand shade structures is a separate document between USA SHADE & Fabric Structures and the ultimate owner of the Shade Structures brand shade structures, which will be provided to the ultimate owner at the time of completion of the installation and other services to be provided by USA SHADE & Fabric Structures. Due to surety requirements, any performance and/or payment bond will cover only the first year of the USA SHADE & Fabric Structures warranty " 6) Insurance Requirements: Company is not required to provide any insurance coverage in excess of Companys standard insurance. A copy of the Company's standard insurance is available for your rewew prior to acceptance of the Company's proposal. 71 Payment: Terms of payment are defined in the "Pricing Details" section and are specific to this contract For purposes of this agreement. "Completion" is defined as being the point at which the Structure is suitable for its intended use, the issue of occupancy consent, or a final building department approval is issued, whichever occurs first. Progress billing and payment will be required, Ail payments must be made to Shade Structures, Inc., P O. Box 734158, Dallas, TX 75373-4158. Company may use all remedies available to it under current laws including, but not limited to, filing of liens against the property and using a collection agency or the courts to secure the collection of the outstanding debt. 8) tier Releases: Upon request by Owner, Company will issue appropriate partial'ier releases as corresponding payments are received from Purchaser, but prior to receiving final payment from Purchaser or Owner Company will provide a full release of liens upon receipt of final payment. In accordance with state taws, Company reserves the right to place a lien on the property if final payment has not beer, received 10 days prior to the filing deadline for liens_ 9) Site Plan Approval, Permitifs. Permit Fees, Plans; Englneerlgg Orawings, and Surveying: Site plan approval, permits, permit fees, plans, engineering drawings, and surveying are specifically excluded from this agreement and the Services unless specified under the "General Scope of Work" The Company does not in any way warrant or represent that a permit or site plan approval for construction will be obtained. Sealed engineered drawings that are required but not included in the "General Scope of Work" will result in an additional cost to Purchaser. 10) Manufacturing & Delivery: Manufacturing lead-time from Company's receipt of the "Notice To Proceed" is approximately 6 to B weeks for standard structures, and 8 to 12 weeks for custom structures. Delivery is approximately 1 week thereafter. Delivery of structures may be prior to or at start of assembly. Please note that these timelines do not include approval or permitting timeframes. I11 Returned Product- Deposits, and/or Cancelled Order: Within the first 45 days after shipment from our facility, all returned products) and cancelled orders are subject to a 50% restocking fee, No realms are available following this 45 day period All deposits are non-refundable. All expenses rcurred engineering, site surveys, shipping, handling, etc I are the responsibility of the Purchaser, up to notice of cancellation. 12) Concealed Conditions: "Concealed conditions" include, without limitation, water, gas, sprinkler, electrical and sewage lines, post tensian cables, and steel rebar, This agreement is based solely on observations the Company was able to make either by visual inspection or by drawings and/or plans submitted by Owner at the time this agreement was bid If additional Concealed Conditions are discovered once work has commenced, which were not visible at the time this proposal was b -d, 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 worts. In any event, any damage caused by or to unforeseen Concealed Conditions ;s the sole responsibility of the Purchaser and Company shall not be held liable for any such damage Soil conditions are assumed to be soil that does not contain any water, hard rock (such as limestone, caliche, etc.), rocks larger than 4 inches in diameter, or any other condition that will require additional labor, equipment and/or materials not specified by the Purchaser or owner in the adding process, Any condition requiring additional labor, equipment, and/or materials to complete the drilling or concrete operations will require a Change Oder before Company will complete the process. Price quotes are based on a drilled per footing. Any variation will incur additional charges {i.e. spread footings, concrete mat, sand, water, landfill, etc.). Costs for footing and installation do not include any allowance for extending below frost lines (the additional costs for which vary by geographical region) www.usa-shade.com 800.966-5005 AZ 289388 CA: 989458 LA. 61718 NV: 78724 NV 78724 IUM 383826 TV 68712 DIP 1CCODC3533 DocuSign Envelope ID: D0354EB2-D2C5-4F2F-AOOE-EA6FC633C7D5 DocuSign Envelope IQ 6554AC5B-0422-4066-A54E-9CD2F65A21C3 USASHADE Fabric structures, 13) Chanrtes In the Work: Ouring the course of this project, Purchaser may order changes in the work (both additions and deletions. Additionaliy, an approving agency may require changes in the work from the original design or engineering quoted and provided by the Company (both additions and deletions,) The cost of these changes will be determined by the Company, and a Change Order form must be completed and signed by both the Purchaser and the Company, which will detail the "General Scope of the Change Order'. Should any Change Order be essential to the completion of the project, and the Purchaser refuses to authorize such Change Order, then Company will be deemed to have performed its part of the project, and the project and services will be terminated. Upon such termination, Company will submit a final billing to Purchaser for payment, less a labor allowance for work not performed but Including additional charges Incurred due to the stoppage. No credit will be allowed for materials sold and supplied, which will remain the property of the Purchaser. 14) Indemnification: To the fullest extent permitted by law, Purchaser shall indemnify, defend, and hold harmless the Company and its consultants, agents, and employees or any of them from and against claims, damages, losses and expenses, including, but not limited to, attorneys' fees related to the installation of the Structure or performance of the services, provided that such claim, damage, loss, or expense is attributable to bodily injury to, sickness, disease, or death of a person, or to injury to or destruction of tangible property, but oniy to the extent caused by the negligent acts or omissions of the Purchaser or its agents, employees, or subcontractors, or anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or expense -s caused in part by a parry indemn€feed hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in Section 15 151 Statement of Limited Warranty: The structural integrity of all supplied steel is warranted for ten years. If assembly is provided by the Com pan v, workmanship of the structure is covered for one year, including labor for the removal of any failed part, disassembly {if necessary), cost of shipping, and reassembly All steel surface finishes are warranted for one year Shadesure'", Colourshade' FR, eXtreme 32"`, Commercial 95'", SaFRshade", and Monotec 370'" fabrics all carry a ten year limited manufacturer's warranty against failure from significant fading, deterioration, breakdown, outdoor heat, cold, or discoloration. Should the fabric need to be replaced under the warranty, the Company will manufacture and ship a new replacement fabric at no charge for the first six years, thereafter pro -rated at 20% per year over the remaining four years. The following are exceptions to the preceding warranty terms: o Shadesure"' fabrics in Red, Yellow, Atomic Orange, Electric Purple, Zesty Lime, Cinnamon, Olive, and Mulberry carry a five year pro -rated o Fabric tops attached to Coolbrella'" structures carry a three year warranty; o individual fabric tops measuring greater than 40' in length are covered by a non -prorated five year warranty; o Precontraint 502"' waterproof membrane is subject to an eight year pro -rated warranty. Sewing thread is warranted for ten years- www.usa-shade.com 800-966.5005 AZ 289388 CA 989458 LA. 61718 NV 713724 NV.78724 NM 383826 TM: 68712 DIR 1000003533 DocuSign Envelope ID: D0354EB2-D2C5-4F2F-AOOE-EA6FC633C7D5 DocuSign Envelope ID 6554AC5B-0422-4066-A54E-9CO2E65A21 C3 USASHAD E a Fabete Structures. General Limited Warranty Terms and Conditions These limited warranties are eIFFective From the date of sale, or, if assembly ,s provided by the Company, upon receipt by Company from Purchaser of a completed and signed "Customer Checklist and Slgn•off" farm. In its sole discretion, the Company will repair and orfreplaee defective structures, products or workmanship, or refund that portion of the price related to the defective praducL labor, or service rendered. The Company reserves the right, in cases where certain fabric colors have been discontinued, to offer the Purchaser or Owner a Choice of available alternative colors to replace the warranted fabric. The Company does not guarantee that any particular color well be available for any period of time, and reserves the r•ght to discontinue any color for any reason. without recourse by the Purchaser or Owner of the discontinued fabric color Should the Purchaser a Owner sell the structures to another parry, the warranty cannot be transferred to the new owner without a complete and thorough on-site inspection performed by a Company representative. Please contact the Company at warranty@usa- Sha de.Ccm for mare details All warranty claims cover ng Company supplied structures, products, and services must oe submitted by Purchaser or Owner in writing to the Company within thirty days from the date of discovery of the alleged defect and must Include a detailed description and applicable photographs of the alleged defect or problem. Warranty Claims shou,d be submirte d by email to warrantyPusa-shade. com. PurcNser a Owlier agrees that venue for any court action to enforce these limited warranties shall be in the City w County of Dallas in the State of Texas, USA. These limited warranties are void if - 0 the supplied structures, products, services andlor labor are not paid for in fun; o the structures are not assembled in strict compliance with USA SHADE specifications; o any changes, mad ificaIions, additions, or attachments are made to the structures in any way, without prior written approval From the Company. Specifically, no signs, objects, fans, Irght 9xtures, etc. may be hung from the structures, unless specifically engineered by the Company. hese limited warranties do not rover defects andjor damages caused by: b normal wear and tear; o misuse, willful or intentional damage, vandalism, contact with chemicals, cuts and Acts of Cod (i.e. tornado, hurricane, micro/macros burst, earthquake, wildfires, etc ); o ice, snow or wind loads in excess cf the designed load parameters engineered for the supplied structures; o use, maintenance, neglect, repair, andlor service Inconsistent with the Company's written care and maintenance instructions, provided with the order. he limited warranties explicitly exclude: o work^iansh;p related to assembly not provided by the Company or its agents; fabric curtains, valances, and flat vertical panels: o fabric tops installed on structures that were not engineered and originally supplied by the Company. THE COMPANY 5HALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, UQUIOAT ED, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF REVENUE, PROFIT, USE OR GOODWILL, WHETHER BASED UPON CONTRACT, TORT IINCLUDING NEGLIGENCE I, OR ANY OTHER LEGAL THEORY, ARISING OUT OF A BREACH OF THIS WARRANTY 0R IN CONNECTION WITH THE SALE, i NSTA LLATI ON, MAINTENANCE, USE, OPERATION OR REPAIR OF ANY PRODUCT OR SERVICE. IN NO EVENT WILL THE COMPANY BE LIAaLE FOR ANY AMOUNT GREATER THAN THE PURCHASE PRICE FOR ANY PRODUCT OR SERVICE PROVIDED BY THE COMPANY, THE FOREGOING LIMITED WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY FOR THE COMPANY'S PRODUCTS AND SERVICES, AND iS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN LAW OR IN FACT. SELLER SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR PURPOSE, AND ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING OR PERFORMANCE OR TRADE USAGE. PURCHASER, BY ACCEPTANCE ANO USE Of TH15 LIMITED WAR RAN 'V, WAIVES ANY RIGHTS IT WOULD O—HERWISE HAVE TO CLAIM OR ASSERT THAT THIS UMfTE0 WARRA 7V FAILS OF ITS ESSENTIAL PURPOSE COIQU riha de • and eX.refire 32" are reQ, stered tradem aro of Multrknit Pry. Ltd. Commerda1951 arrd SaF Rshade' are re#Istered tra dem afk5 Of Gale Pacific USA Inc. Monorec 370" is a registered trademark of PRI}KNiT Industries Pty. Ltd orecontralnt S02- s a regrsr?rrd trademark or Serge Ferran Non`r America, Inc. www.usa•shade.eom 800-988-5005 AZ 289388 CA: 989458 LA 61716 NV. 78724 NV 78724 N 383826 TN 68712 DI R: 1000003 53 3 DocuSign Envelope ID: D0354EB2-D2C5-4F2F-AOOE-EA6FC633C7D5 DocuSign Envelope ID: 6554AC58-0422-4066-A54E-9CD2E65A21C3 USASHADE a Fabric Structures. 16) Assembly/Installation: Company will notify Purchaser of the scheduled assembly date. Owner agrees to have an owner representative meet the assembly crew at the job site on the scheduled assembly date to verify the exact location where the structurals) is to be placed. Labor for the removal, assembly, and/or freight charges will oniy be covered by Company in instances where the structures supplied and installed by Company are determined by the Company to be defective. in all cases where structures are nut +nstalled by Company, all labor for the removal, assembly, and/or freight of the structures will be the Purchaser's responsibility. installation prices are based on a single mobilization charge. If additional mobilizations are required, there will be additional charges, If the requested services require Company access to Owner's premises, Company wit be orowded access to the Owner's premises free and dear of debris, automobiles, or other interference Monday Friday during the hours of B:DOam to 6:001 and Company will have access to water and electrical facilities during installation. Additional charges will apply if utilities are not easily accessible Where applicable, ail vehicles will be moved prior to Company's crew beginning any installation. Company will not be responsible for moving or repairing any underground utility lines such as electrical, telephone, gas, water, or sprinkler lines that may be encountered during installation, Any additional costs incurred as a result of hard rock conditions requiring extra equipment, utility removal or repair resulting in delay will result in additional charges unless they are detailed on as -built site drawings provided to Company or marked on the ground and communicated to Company In wiitir{g piiui lu fd!Uricdl and installation 171 Installation/Assembly on-site: Where installation/assembly is part of the services, Purchaser must provide the Company with a detailed drawing prepared by or for the owner showing exactly where the structures are to be assembled as well as detailing any obstacles or other impediments that may cause tfse assembly process to be more diff9cuit, Any fixture(s), e.g., playground, pools, etc, that the structures are to be assembled over must also be detailed, along with their peak heights (if applicable). 181 Site/Use Review by Purchaser. Company relies on the Purchaser to determine that the structures ordered are appropriate and safe for the Owners 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 posts} Company can recommend, or supply at additional cost, padding for posts from a third party manufacturer 19) Preparatory Work: Where instal lation/assembly is part of the services and in the event that the foundation or job site is not suitable or ready for assembly to begin on the scheduled day, a Delay of Order notification must be sent to Company at least 4 working days prior, in order to allow Company to reschedule the project. In the event that Company is not notified and incurs an expense in attempting to execute the assembly, a re -mobilization charge may be charged to Purchaser before Company will reschedule the assembly 20) Delegation: Subcontractors: The services and the manufacturing and assembly of the structures may be performed by subcontractors under appropriate agreements with the Company. 21) Force Majeure; ImpracN4abili . The Company shall not be charged with any loss or damage for failure or delay in delivering or assembling of the structures when such failure or delay is due to any cause beyond the control of the Company, due to compliance with governmental regulations or orders, or due to any Acts of God, strikes, lockouts, slowdowns, wars, or shortages in transportation, materials or labor 22) Dispute Resolution: Any controversy or claim arising out of or related to this agreement must be settled by binding arbitration administered in Dallas, TX by a single arbitrator selected by the parties or by the American Arbitration Association, and conducted in accordance with the construction industry arbitration rules. Judgment upon the award may be entered in any court having jurisdiction thereof 231 Entire Agreement: No Reliance: This agreement represents and contains the entire agreement between the parties. Prior discussion or verbal representations by the parties that are not contained in this agreement are not part of this agreement. Purchaser hereby acknowledges that it has not received or relied upon any statements or representations by Company or its agents which are not expressly stipulated herein, including without limitation any statements as to the structures, warranties, or services provided hereunder. 24) No Third -Party Beneficiaries: This agreement creates no third -party rights or obligations between Company and any other person, including any Owner who is not also a Purchaser It is understood and agreed that the parties do not intend that any third party should be a beneficiary of this agreement. 25) Governing law: The agreement will be construed and enforced in accordance with the laws of the State of Texas. 26) Assignment: Purchaser may not assign tnis agreement, by operation of law or otherwise, without the prior written consent of Company. The agreement shall be h riding upor 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 LA: 61718 NV. 78724 NV 78724 NM 383826 TN 6137112 DIR 1000003533 DocuSign Envelope ID: D0354EB2-D2C5-4F2F-AOOE-EA6FC633C7D5 DocuSign Envelope ID: 6554AC5B-0422-1066-A54E-9CD2E65A21C3 USASHADE Febrlc Structures. Executed to be effective as of the date executed lay the Company: NOTE: FOR ANY PURCHASE EQUAL TO OR EXCEEDING $100,D00.00 USD, NO WORK, OTHER THAN PRE -WORK, SHALL BE UNDERTAKEN WITHOUT A MUTUALLY ACCEPTABLE AND SIGNED CONSTRUCTION CONTRACT. PURCHASER- City of Lake Elsinore Signatur . By: {Print Title: A<-rn Date: k I •g - a1 - SELLER: Shade Structures, Inc. DBA USA Shade Signature: By: (Print) Title: Date: NOTE: All purchase orders and contracts should be drafted in the name of Shade Structures, Inc. www.use-shade.com 800-966.5005 A2: 289388 CA 989458 LA 61718 NV -78724 NV:78724 NM 383826 TN: 68712 ©iR 1000DO3533 DocuSign Envelope ID: D0354EB2-D2C5-4F2F-AOOE-EA6FC633C7D5 DocuSign Envelope ID: 6554AC58-0422-4066-A54E-9CD2E65A2tC3 USASHADE Fabric Structures, Swick & Matich Park 911412022 Pricing valid for 15 days Proposal Prepared For: City of Lake Elsinore Accounts Payable 521 North Landstaff 5t Lake Elsinore, CA 92530 AZ 289388 CA: 989458 LA: $1718 NV -78724 NM. 383826 TNS 68712 DIR:100DD03533 DocuSign Envelope ID: D0354EB2-D2C5-4F2F-AOOE-EA6FC633C7D5 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9Cf12E65A21C3 USASHADE A ra brlc Structure. Date: 9/14/2022 Proposal for USA SHADE & Fabric Structures Project Information: Purchaser City of Lake Elsinore Contact Chris Erickson Sales Rep Sales Intormahow Eric Roys Project Name Swick & Matich Park Phone: 951-453-9463 Phone 909-927-7567 Quote No: 01091322ER EmaiL cer,ckson(aHake elsmorc wk: Email Fro[ JOkV .VLIS3-Sltdde C0111 PO No Contact: Fax contact: Chris Erickson Fax - Phone 714-656-4564 Billing hiffirm-ition; Shipping Inforivation: r, City of Lake Elsinore Accounts Payable SOUTHERN CALIFORNIA Sw,ck & Maoch Park 521 North landstaff St 1085 N Main st 402 Limited St. Lake Elsinore Orange Lake Elsinore CA CA CA 92530 92867 92530 Contact: Contact: Construction Dept contact: Chris Erickson Phone Phone 714-656-4564 Phone 951-453-9463 Email: Erma- !CChaIIOs r.' Usa-shade, com Email• ccncksort;r?lak, vlsw.ort.pr Fax: Fate Fax: CORPORATE ADDRESS: 2580 Esters Blvd., Suite 100 DFW Airport, TX 75261 SOUTHERN CALIFORNIA. 1085 N Main Street, Suite C Orange,CA 92867 MAILING ADDRESS: P.O. Box 3467 Coppel, TX 75019 NORTHERN CAUFORNLA: 927 Enterprise way, Suite A Napa,CA 94558 ARIZONA: 2452 W B,rrnwood Ave. Sw!e 112 nnesa,AZ 852C2 REMITTANCE ADDRESS: P.O. Bax 734158 Dallas, TX 75373-4158 LAS VEGAS 6225 5 Valiey V,ew B!vd Suite Las Vegas, NV 89119 NOTE: This message is intended only for the use of the individual to whom it is addressed, and contains information that is privileged, confidenhai, and exempt from disclosure under applicable law If you are not the intended recipient, or the employee or agent responsible for delivering this message to the intended recipient, you are hereby notified that any unauthorized disclosure, distribution, or copying of this communication !s strictly prohibited If yoti have received this communication In error, please notify us immediately by phone and return the original message to the applicable address above www.usa-shade.com 800-966-5005 AZ. 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NW 383826 TN: 68712 OR 1000003533 DocuSign Envelope ID: D0354EB2-D2C5-4F2F-AOOE-EA6FC633C7D5 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21C3 16,905.16 pis 65,425.76 USASHADE purric Structures. Structure Pricing Unit Quantity Unit Type Structure Size USA Shade Model Number Entry Height: No of Columns: No of fabric Tops: Fabric Type: Fabric Color: Steel Finish: 0 Color: triol Provisions: le/HDW Finish teat No: Unit Quantity: Unit Type, Structure Size- USA Shade Model Nu Entry Height. No of Columns No of Fabric Tops Fabric Type: Fabric Color Steel Finish, Steel Calor Electrical Provisions: Cable/HDW Finish Concent No 2 Single Post Pyramid Cant,ievef 20x20 124.1 10 1 1 Colourshade FR TBD Powder Coated Foundations By Grant ;nstaliation Footing Type: Base Attachment. Anchor Bolts Concrete Cutting: Dirt Removal Surface Type, USA Shade Not Applicable Drilled Pier PIH - Embed N/A N/A Included Dirt TBD SOurcewell Contract 4010521 line item 1095 N/A $8714.00 - 3%= $8452.58 Galvanized 3 Fula Hip Cantilever Joined 36x20 302.5 10 3 1 Colourshade—FR TBD Powder Coated TBD N/A Galvanized Foundations By Grout Installation Footing Type: Base Attachment: Anchor Bolts. Concrete Cutting: Dirt Removal: Surface Type USA Shade Not Applicable Drilled Pier PlH - Embed N/A N/A Included Dirt Sourcewell Contract Jt010521 522.483.08- 3%-21,808 58 www.usa-shade.com 800-966-5005 AZ: 289398 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN. 68712 MR: 1000003533 DocuSign Envelope ID: D0354EB2-D2C5-4F2F-AOOE-EA6FC633C7D5 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-gCD2E65A21C3 USASHAD E a 11111'asrlle strueturas. Structure Pricing UNIT IMAGE UNIT DETAILS Unit Quantity: 4 Foundations By USA Shade Unit Type- Full Hip Cannsever Grout Installation Not Applicable Structure Size: 25x12 Footing Type Drilled Pier USA Shade Model Number 202.5 Base Attachment: PIH - Embed Entry Height 12 Anchor Bolts: N/A No of Columns- 2 Concrete Cutting: Included No of Fabric Tops 1 Dirt Removal: Included Fabnc Type Coiourshade fit SurtaceType Fabric Color: TBD Concrete Steel F nisn Steel Color Electrical Provisions: Cable/HDW Frnisn Concept No Powder Coated TBD N/A Galvanized Sourcewell contract #010511 5 3,888.74 - 3%=3,772.07 15,088.28 www.usa-shade.com 800-966-5005 AZ. 289388 CA 989458 LA: 61718 NV: 78724 NV:78724 NM 383826 TN: 68712 DiR:1000003533 DocuSign Envelope ID: D0354EB2-D2C5-4F2F-AOOE-EA6FC633C7D5 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21C3 USASHADE ial•rle Structures. PAYMENT TERMS; III Upon execution of the Agreement (Deposit) 50% 12) Upon delivery of Un t(sS 3) Upon completion of aswrnblvlrtstallatton 100% 4) Other (specify): Pricing Terms above subject to credit approval USA SHADE reserves the right to implement a surcharge for significant increases in raw materials, including the following, but not limited to: fuel, steel, fabric, and concrete. Proposal pricing is only valid for 15 days to the fluctuation in pricing. Due to recent significant increases experienced in raw steel and fabric materials, It may be necessary to order, invoice, and receive payments for steel and fabric as soon as final siting can be determined. Building Code C9C 2019 wend Load 115 mph Snow Load 5 psf Orawmgsile Electronic No. dSealed Drawings Electronic Calculations Required Electronic INCLUDED Q t • EXCLUSIONS Sealed Drawings & Calculations r MISCELLANEOUS Prevailing wage; Certified Payroii L211 Permit Subm ttal 0 union wages Q Permit Fee Q 0 Fencing r-- Q DSA Submittal & Fees E] water and Electrical Design and Engineering of Structure Landscape Repair Design and Engineering of Foundation r Demolition {Existing Structures) Reactions and weds to. %tnchment to Wali%. Rooftops, or other Q Payment and Performance Bonds LxJ Foundatlor Location and Elevation Survey Special Inspection Fees www.usa-thade.com 800-966.5005 AZ 2893BB CA 989458 LA 61718 NV 78724 NV 78724 NM 383B26 7N 513712 DIR 1000063533 DocuSign Envelope ID: D0354EB2-D2C5-4F2F-AOOE-EA6FC633C7D5 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21 C3 USASHADE A Fabric Structures. Construction Assumptions 1) The designated area for our structures will be accessible by drive -up for untoading of our trucks and equipment, including personnel man -lifts, forklifts, etc Should a crane be required and direct access not available, additional costs for such will be submitted by a Change Order. I) 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 installatio i of foundations, steel and fabric, if additional mobilizations are required, there will be an additional charge We will require exclusive access to the area foo our work during the construction process. 3) Our pricing does not include daily site delays accessing the work areas- USA SHADE will submit a Change Order for any delays caused by other trades which interfere or cause us to stop working. 4) We will require site sanitary facilities and fell containers by others within 200 feet of our work. S) USA SHADE will leave its work and materials In a clean condition at the conclusion of our work 6) Barricades and public security requirements are not included. 7) unless specifically included in this proposal, this agreement does not include, and Company wil, not provide, services, labor, or materials for any of the fo{lowng work (a; removal and disposal of any materials containing asbestos or any hazardous —aterials as defined by the EPA, (b) moving Owner's property around the installation site; (c) repair or replacement of any Purchaser a Owner -supplied materials; or (d) repair of damage to existing surfaces that may occur when constnlction equipment and vehicles are being used in the normal course of construction. 8) Pik ng for foundation design is based on drilled pier footings. In the event the geotechnical report requires an alternate configuration, any additional costs incurred will be submitted to the client by a Change Order_ 9) Digging of our foundations will not be constrained by any existing concrete or utilities. USA SHADE will not be responsible for moving or repairing any underground utility lines such as eiectricai, telephone, gas, water, or sprinkler lines that may be encountered during installation. 10) Any additional costs incurred as a result of hard rock conditions requiring extra equipment, utility removal or repair, resu+ting in delay, will result in additional charges unless they are detailed on as -built site drawings provided to USA SHADE or marked on the ground and communicated to USA SHADE in writing prior to installation GENERAL TERMS & CONDITIONS AND WARRANTY 1) Proposal: The above proposal is valid for 15 days from the date first set forth above. After 15 days, we reserve the right to increase prices due to the rise n cost of raw materials, fuel, or other cost Increases. When dppficable, 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 fine installation, USA SHADE & Fabric Structures reserves the right to implement this surcharge, when applicable 2) Purchase: By executing this proposal, or submitting a purchase order pursuant to this proposal (which shall incorporate the terms of this agreement specifically by reference) which is accepted by USA SHADE & Fabric Structures (the "Company'), the purchaser identified above ("you" or the "Purchaser') agrees to purchase Shade Structures brand shade strurtures ("Structures"; and the services to be provided by the Company, as detailed in the "Structure Pricing" and "General Scope of Mork' sections of this agreement, above, or in the relevant purchase order accepted by the Company, for use by Purchaser or for installation by Company or Purchaser on behalf of a third -party who will be the ultimate owner of the Structures (the ultimate owner of a structure, whether Purchaser or a third -party, being the "Owner") 3; Short Ship Claims: Purchaser has 15 days from receipt of the structures to file a short ship report in writing to its sales representative Company will not honor claims made after this time - 4) Standard Exclusions. Unless specifically included under the "General Scope of work" section above. this agreement does not include, and Company will not provide, serwes, labor, or materials for any of the following work: (a) removal and disposal of any materials containing ashestos or any hazardous materials as defined by the EPA; (b) moving Owner's property around the instaliatior 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 wn,cn are damaged during construction During normal course of construction_ www.usa-shade.com 800.9665005 AZ 289388 UA 989458 LA 61718 VV 78724 N.J 78724 NV 383826 'N 68712 UIR 1000003533 DocuSign Envelope ID: D0354EB2-D2C5-4F2F-AOOE-EA6FC633C7D5 DocuSign Envelope ID 6554AC5B-6422-4066-A54E-9CD2E65A21C3 USASHADE Fabric Structures. 5) Bonding Guldeiing3: if Purchaser will use or provide the Structures and Services for an owner other than Purchaser (including without limitation, as a subcontractor of Purchaser), Purchaser will include the following statement in Purchasers contract with Owner: The manufacturer's warranty for the Shade Structures brand shade structures is a separate document between USA SHADE & Fabric Structures and the ultimate owner of the Shade Structures brand shade structures, which will be provided to the ultimate owner at the time of completion of the installation and other services to be provided by USA SHADE & Fabric Structures. Due to surety requirements, any performance and/or payment bond will cover only the first year of the USA 514ADE & Fabric Structures warranty.' 6) Insurance Requirements: Company is not required to provide any Insurance coverage in excess of Companys standard insurance. A ropy of the Company's standard insurance is available for your review prior to acceptance of the Company's proposal 71 Payment: Terms of payment are defined in the "Pricing Details' section and are specific to this contract. For purposes of this agreement, "Completion" is defined as being the point at which the Structure is suitable for its intended use, the issue of occupancy consent, or a final building department approval is issued, whichever occurs first Progress billing and payment will be required, All payments must be made to Shade Structures, Inc., P.O. Box 734158, Dallas, TX 75373-4158. Company may use all remedies available to it under current laws including, but not limited to, filing of liens against the property and using a collection agency or the courts to secure the collection of the outstanding debt, 8) Uen Releases: Upon request by Owner, Company will issue appropriate partial lien releases as corresponding payments are received from Purchaser, but prior to receiving final payment from Purchaser or Owner. Company will provide a full release of ens upon receipt of final payment. In accordance with state laws, Company reserves the right to place a tier on the property if final payment has not been received 10 days prior to the filing deadline for liens. 31 5#v Plan Approval, Permit/s. Permilli Plans_ E_grEeering Drawings, and Survgjd.M: Site plan approval, permits, permit fees, plans, engineering drawings, and surveying are specifically excluded from this agreement and the Services unless specified under the "General Scope of Work" The Company does not in any way warrant or represent that a permit or site plan approval for construction will be obtained. Sealed engineered drawings that are required but not included in the 'General Scope of work" will result in an additional cost to Purchaser 10) Manufacturing & Delivery: Manufacturing lead-time from Company's receipt of the "Notice To Proceed" is approximately 6 to 8 weeks for standard structures, and 8 to 12 weeks for custom structures. Delivery is approximately 1 week thereafter. Delivery of structures may be prior to or at start of assembly. Please note that these timelines do not include approval or permitting timeframes. 11) Returned Product. Deposits, anill Cancelled Order: Within the first 45 days after shipment from our facility, ail returned product(s) and cancelled orders are subject to a SOS restocking fee. No returns are available following this 45 day period. All deposits are nonrefundable. All expenses incurred engineenng, site surveys, shipping handling, etc-) are the responsibility of the Purchaser, up to notice of cancellation. 12) Concealed Conditions: "Concealed conditions" include, without limitation, water, gas, sprinkler, electrical and sewage lines, post tension cab es, and steel rebar This agreement is based solely on observations the Company was able to make either by visual inspection of by drawings and/or plans submitted by Owner at the time this agreement was bid. If additional Concealed Conditions are discovered once work has commenced, which were not visible at the time this proposal was bid, Company will stop work and indicate these unforeseen Concealed Conditions to Purchaser or Owner so that Purchaser and Company can execute a Change order for any additional work. In any event, any damage caused by or to unforeseen Concealed Conditions is the sole responsibility of the Purchaser and Company shall not be held tiable for any such damage. Soil conditions are assumed to be soil that does not contain any water, hard rock (such as limestone, caliche, etc.), rocks larger than 4 inches in diameter, or any other condition that will require additional labor, equipment and/or materials not specified by the Purchaser or Owner in the bidding process. Any condition requiring additional labor, equipment, and/or materials to complete the drilling of concrete operations wail require a Change Order before Company will complete the process. Price quotes are based on a drilled pier foot ng Any variation will incur additional charges li.e. spread footings, concrete mat, sand, water, landfill, etc.). Costs for footing and installation do not include any allowance for extending below frost lines (the additional costs for which vary by geographical region), 13) Changes in the Work: Dunng the course of this project, Purchaser may orde• changes in the work (both additions and deletions). Additionally, an approving agency may require changes in the work from the original design or engineering quoted and provided by the Company (both additions and deletions-) The cost of these changes will be determined by the Company, and a Change Order form must be completed and signed by both the Purchaser and the Company, which will detail the "General Scope of the Change Order". Should any Change Order be essential to the completion of the project, and the Purchaser refuses to authorize such Change Order, then Company will be deemed to have performed its part of the project, and the project and services will be terminated. Upon such termination, Company will submit a final billing to Purchaser for payment, less a labor allowance for work not performed but including additional charges incurred due to the stoppage. No credit will be allowed for materia s sold and supplied, which will remain the property of the Purchaser. www.usa-shade.com 800-966-5005 AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 W 68712 DIR: 1000003533 DocuSign Envelope ID: D0354EB2-D2C5-4F2F-AOOE-EA6FC633C7D5 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21C3 USASHADE R Fabric =truptYTri. 141 1ndemnlflcatfon: To the fullest extent permitted by law. Purcnawr shall-ndemni(y, defend, and hold harmless the Company and its consultants, agents, and employees or any of them from and against claims, damages, losses and expenses, including, but not limited to, attorneys fees related to the nstallation of the Structure or performance of the sernces, provided that such claim, damage. loss, a expense is attributable to bodiN 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 of omissions of the Purchaser or its agents. emp(oyees, or subcontractors, or anyone directly or indirectly employed by them or a9yone Far whose acts they may be liable, regardless of whetner or not such claim, damage, lass, or expense is caused in part by a parry indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or abligahons or ndemnity that would otherwise exist as to a party a person described in Section 15. 15) Statement of limited Warranty: The structural integrity of ali wpp11ed steel is warranted for ten years. if assembly i s provided by the Company, workmanship of the structure 6 covered for one year, intruding labor for the removal of arty Failed part, disassembiy I i f necessary), cost of shipping, and reassembly All steel surface finishes are warranted far ane year Shadesu re", Corourshadel FR, extreme 32". Commercial 9S'", Sal' Rsnade", and Mono rec 37a'" fabrics all tarry a ten year limited manufacturer's warranty against failure from significant fading, de renoratio n, breakdown, outdoor heat, cold, or discolora rron. 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"A per year over the remaining four years. The fallowing are exceptions to the preceding warranty terms? o Shadesure " fabrics In Red, yellow. Atomic orange, Electric Purple, zesty Ume, Cinnamon, Olive, and Mulberry carry a five year pro -rated o Fabric tops attached to Coolbrella- structures carry a three year warranty: a 1nd!vidual fabric tops mea sunng greater than 41Y in length are covered by a non -prorated five year warranty; o Precontraint 5C2" waterproof membrane is wblect to an eight year pfo-ra ted warranty. Sewing thread is Warranted for ten years www.usa-shade.corn 800.966.5005 AZ 289368 CA: 989458 LA 61718 NV. 79724 NV:78724 NM 383626 TN 68712 DIR 1000003533 DocuSign Envelope ID: D0354EB2-D2C5-4F2F-AOOE-EA6FC633C7D5 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21C:3 USASHADE Fabric Structures. General Limited Warranty, Terms and Conditions These limited warranties are effective from the date of sale, or, if assembly is provided by the Company, upon receipt by Company from Purchaser of a completed and signed "Customer Checklist and Sign -off" form In its sole discretion, the Company will repair and or/replace defective structures, products or workmanship, or refund that portion of the price related to the defective product, labor, or service rendered. The Company reserves the right, in cases where certain fabric colors have been discontinued, to offer the Purchaser or Owner a choice of available alternative colors to replace the warranted fabric The Company does not guarantee that any particular color will be available for any period of time, and reserves the right to discontinue any color for any reason, without recourse by the Purchaser or Owner of the discontinued fabric color. Should the Purchaser or Owner sell the structures to another party, the warranty cannot be transferred to the new owner without a complete and thorough on-site inspection performed by a Company representative. Please contact the Company at warranty@usa-shade-tom for more details All warranty claims covering Company supplied structures, products, and services must be submitted by Purchaser or Owner in writing to the Company within thirty days from the date of discovery of the alleged defect and must include a detailed description and applicable photographs of the alleged defect or problem. Warranty claims should be submitted by email to warranty@usa-shade.com. Purchaser or Owner agrees that venue for any court action to enforce these limited warranties shall be in the City or County of Dallas in the State of Texas, USA. These limited warranties are void if: o the supplied structures, products, services and/or labor are not paid for in full; o the structures are not assembled in strict compliance with USA SHADE specifications; n any changes, modifications, additions, or attachments are made to the structures it any way, without poor written approval from the Company Specifically, no signs, objects, fans, light fixtures, etc. may be hung from the structures. unless specifically engineered by the Company. These limited warranties do not cover defects and/or damages caused by: o normal wear and tear; o misuse, Willful or intentional damage, vandalism, contact with chemicals, cuts and Acts of God (i.e. tornado, hurricane, micro/macros burst, earthquake, wildfires, etc.); o ice, snow or wind loads in excess of the designed load parameters engineered for the supplied structures; o use, maintenance, neglect, repair, and/or service inconsistent with the Company's written care and maintenance instructions, provided with the order. The limited warranties explicitly exclude: o workmanship related to assembly not provided by the Company or its agents; o fabric curtains, valances, and Rat vertical panels; o fabric tops installed on structures that were not engineered and originally supplied by the Company. THE COMPANY SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, LIQUIDATED, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF REVENUE, PROFIT, USE OR GOODWILL, WHETHER BASED UPON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, ARISING OUT OF A BREACH OF THIS WARRANTY OR IN CONNECTION WITH THE SALE, INSTALLATION, MAINTENANCE, USE, OPERATION OR REPAIR OF ANY PRODUCT OR SERVICE- IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY AMOUNT GREATER THAN THE PURCHASE PRICE FOR ANY PRODUCT OR SERVICE PROVIDED BY THE COMPANY. THE FOREGOING LIMITED WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY FOR THE COMPANY'S PRODUCTS AND SERVICES, AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, IN LAW OR IN FACT. SELLER SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR PURPOSE, AND ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING OR PERFORMANCE OR TRADE USAGE. PURCHASER, By ACCEPTANCE AND USE OF THIS LIMITED WARRANTY, WAIVES ANY RIGHTS IT WOULD OTHERWISE HAVE TO CLAIM OR ASSERT THAT THIS LIMITED WARRANTY FAILS OF ITS ESSENTIAL PURPOSE, Colnurshade • and extreme 12" are registered trademarks of Mu$iknit Pty Ltd. Commercial 9S` and SaFRshade" are registered vademarks of Gale Pacific USA Inc. Monotec 370'" is a registered trademark of PRO -KNIT InduWles Pry. Ltd. Precontraint 502" :s a registered trademark of Serge Ferrari North America, Inc www.usa-shade.com 800-966.5005 AZ: 289388 CA. 989458 LA: 61718 NV 78724 NV 78724 NM 383826 TN: 68712 DIR 1000003533 DocuSign Envelope ID: D0354EB2-D2C5-4F2F-AOOE-EA6FC633C7D5 DocuSign Envelope ID, 6554AC5B-0422-4066-A54E-9CD2E65A21C3 USASHADE A Fabric Structures. 16) Assembl installation: Company will notify Purchaser of the scheduled assembly date. owner agrees to have an owner representative meet the assembly crew at the job site on the scheduled assembly date to verify the exact location where the structure(s) is to be placed Labor for the removal, assembly, and/or freight charges will only he covered by Company in instances where the structures supplied and installed by Company are determined by the Company to be defective. In all cases where structures are not installed by Company, all labor for the removal, assembly, and/or freight of the structures will be the Purchaser's responsibility- Installation prices are based on a single mobilization charge If additional mobilizations are required, there will be additional charges. If the requested services require Company access to Owner's premises, Company will be provided access to the Owner's premises free and clear of debris, automobiles, or other interference Monday _ rriday during the hours of 8 00a to 6 ODpm, and Company will have access to water and electrical facilities during installation. Additional charges will apply if utilities are not easily accessible, Where applicable, all vehicles will be moved prior to Company's crew beginning any installation. Company will not be responsible for moving or repairing any underground utility lines such as electrical, telephone, gas, water, or sprinkler lines that may be encountered during installation. Any additional costs incurred as a result of hard rock conditions requiring extra equipment, utility removal or repair resulting in delay will result in additional charges unless they are detailed on as -built site drawings provided to Company or marked on the ground and communicated to Company In writing prior to fabrication and installation. 17) Installatton/Assembly on-site: Where installation/assembly is part of the services, Purchaser must provide the Company with a detailed drawing prepared by or for the Owner showing exactly where the structures are to be assembled as well as detailing any obstacles or other impediments that may cause the assembly process to be more difficult. Any fixture(s), e.g., playground, pools, etc., that the structures are to be assembled over must also be detailed, along with their peak heights (if applicable). 18) Site/Use Review by Purchaser: Company relles on the Purchaser to determine that the structures ordered are appropriate and safe for the Owner's installation site and/or Intended use. Company is not responsible for damages or injuries resulting from coNsions by moving objects or persons with :-ie structure oost(s)- Company can recommend, or supply at additional cost, padding for posts from a third party manufacturer, 191 Preparatory Work: Where installation/assembly is part of the services and in the event that the foundation or job site is not suitable or ready for assembly to begin on the scheduled day, a Delay of Order notification must be sent to Company at least 4 working days prior, in order to allow Company to reschedule the pro)ect In the event that Company is not notified and incurs an expense in attempting to execute the assembly, a re -mobilization charge may be charged to Purchaser before Company will reschedule the assembly. 20) Delegation: Subcontractors: The services and the manufacturing and assembly of the structures may be performed by subcontractors under appropriate agreements with the Company. 21) Force Majeure: Im racticabill : The Company shall not be charged with any loss or damage for failure or delay in delivering or assembling of the structures when such failure or delay is due to any Cause beyond the control of the Company, due to compliance with governmental regulations or orders, or due to any Acts of God, strikes, lockouts. slowdowns, wars, or shortages in transportation, materials or labor. 22) Dispute Resolution: Any controversy or claim arising out of or related to this agreement must be settled by binding arb tration administered in Dallas, TX by a single arbitrator selected by the parties or by the American Arbitration Association, and conducted in accordance with the construction industry arbitration rules. Judgment upon the award maybe entered in any court having jurisdiction thereof. 23) Entire reemenr No Reliance: This agreement represents and contains the entire agreement between the parties. Prior discussion or verbal representations by the parties that are not contained in this agreement are not part of this agreement- Purchaser hereby acknowledges that it has not received or relied upon any statements or representations by Company Or its agents which are not expressly stipulated herein, including without limitation any statements as to the structures, warranties, or servlces provided hereunder. 24) No Third -Parti Beneficiaries: This agreement creates no third -party rights or obligations between Company and any other person, including any Owner who is not also a Purchaser. st is understood and agreed that the parties do not intend that any third party should be a beneficiary of this agreement- 251 Governing law: The agreement will be construed and enforced in accordance with the laws of the State of Texas. 26) Assignment. Purchaser may not assign this agreement, by operation of law or otherwise, without the prior written consent of Company, The agreement shall be binding upon and insure to the benefit of the Company and the Purchaser, and their successors and permitted assigns, www.usa-shiide.com 800-966-5005 AZ 289388 CA 989458 LA 61718 NV 78724 NV 78724 NM 383826 TV: 68712 DIR 1000003533 DocuSign Envelope ID: D0354EB2-D2C5-4F2F-AOOE-EA6FC633C7D5 DocuSign Envelope ID: 6554AC58-0422-4066-A54E-9CD2E65A21C3 USASHADE i Fabric Structurms, Executed to be effective as of the date executed by the Company: NOTE: FOR ANY PURCHASE EQUAL TO OR EXCEEDING $100,000.00 USD, NO WORK, OTHER THAN PRE -WORK, SHALL BE UNDERTAKEN WITHOUT A MUTUALLY ACCEPTABLE AND SIGNED CONSTRUCTION CONTRACT. PURCHASER: City of Lake Elsinore i Title: PCXYI Date: + SELLER: Shade Structures, Inc. 08A USA Shade Signature: By: (Print) Title: Date: NOTE: All purchase orders and contracts should be drafted in the name of Shade Structures, Inc. www.usa•shade.com 800.966.5005 AZ 2893BB CA: 909458 LA. 61718 NV: 78724 NV.78724 NM 383825 TN 68712 DIR 1000003533 DocuSign Envelope ID: D0354EB2-D2C5-4F2F-AOOE-EA6FC633C7D5 DocuSign Envelope ID: 6554AC 5B-D4224066-A54E-9C D2 E65A21 C3 O gL CERTIFICATE OF LIABILITY INSURANCE OATEf00VVI O 0 222 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S). AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: IT the certl cats Oder is an ADDITIONAL INSURED, the pollty(ias) must have ADDITIONAL INSURED provisions or be andorsad. I} SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, Certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such andorsement(s). PRODUCER Aon Risk Services Central, Inc. St. Louis NO OffiCE ObWtACT RPHDNEAMS. p r uC-Na.Eri1: CBGG] 263-7122 _ (BDD] 3fi3-U1D5 E-MAILADDRESS- 4220 Duncan Avenue suite 401 INBURE•:RI81 AFFORDING COVERAGE NAIL 4 St Louis MD 63114 USA 1NSLIIIEO INSURERA: Pennsylvania Manufacturers' ASSOC Ins Co 12262 shade Structures, Inc. DBA USA SHADE Sr FABRIC STRUCTURES INSURER James River Insurance company 12263 INSURER C: 2590 Esters Blvd. , suite IN INSURER D- OFIY Airport. TX 15261 USA INSURE R E . INSURER F: I OVERAGES CERTIFICATE NUMBER: 570096025496 REVISION NUMBER - THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTEG BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONOITiON OF ANY CONTRACT OR OTHER DOCUMENT W1TH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REOUCED BY PAID CLAIMS Limits shown we as tad TR TYPE OF NISURANCE I LPUTkXP POLICY NUMBER UMTS X COMMERCIAL GENERAL LIABILITY y 10? EACH OCCURRENCE Sl , 00(), 000 PRELI S 300 , 000CLAIMS -MADE FE OCC JR IIEDEXP /Any oft PMWI S10,000, X XCUruYid I PERSONAL A ACV 111k1RV Sl. D00,ODO GENL A"EGATE L"T APPLIES PER GENERAL AGGREGATE S2.000.00 PRODUCTS, COMPSOPAGO $2. ON. 000POLICY P Z LOCJETCTC OTHER A AUTOMOBILELUBILay v y 152200 06523218 10/01/2D22 10/01/2023 COMBNEDSRiGLELIMIT jI,000,000 BODILY INJURY 1 Pot perwI AINYAUTCK BOOrLY INJURY IP4r aCCO&MI OWNEC SCHEDULED AUTOS ONLY ALTOS PROPERTY DAfaAC,E HIRED AUTOS NON -Ow NEO Por ACC d4rII ONLY AUTOS ONLY CdSSWen Dsduc" B UMBRELLALIAS X OCCUR Y 000960434 1010112023 EACHOCCUPIRENCE S5. Excess Liability AGGREGATE j5,000.000 X EXCESS LIAR CLAIIAS'NMDE SIR applies per policy ter S 8t conditions DED X RETENTION A WORKERS COMPENSATION ANO Y 5TAtL, 0TTIR EMPLOYERS' LIABILITY Y: R ANY PROP9ETO{I PARTNER • EXECunvF LLP E L EACH ACCIDENT S 1, o0D , 000 N Of FIC ER ME MkK4 EXCLUOEDT i DocuSign Envelope ID: D0354EB2-D2C5-4F2F-AOOE-EA6FC633C7D5 Docu Sign Envelope ID: 6554AC5B-0422-4066-A54E-9 CD2 E65A21C3 AGENCY CUSTOMER ID: 570000052633 LDC #: ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY Aon Risk Services Central, Ina. NAME0,NSIRFC Shade structures, Inc, POLICY?WMBER See certificate Number: 570096025496 CARRIER I MAIC CODE See certificate Number: 570096025496 EFFECTIVE DA - I IF ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, 1 FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance I INSURER(S) AFFORDING COVERAGE NAIC # NSLIRER Sl RR µ' Fn INSURER FOLICY 14FE[:T[ 5F. 13, 17}_ 1[11 DEWY S' I INSURFR I11ITS, iNSURER AUTOMOGILE LIABILITY WDITu NAI. P[ll:ACT S 11'a poke) hvlo%ti roe,- not Include limit informal ion. refer to the com'c."pnnding policy 1n1 the ACORD cvnificate form for poliq limo. INSA 1.7R 11 PF. OF INS1 R.1tiI' F ADDL ItiSF1 Sl RR µ'Fn IYn.I['S tl 1115F: R FOLICY 14FE[: T[5F. 13,17}_ 1[11 DEWY S'I POI - I( -v F. XP[ kATIf1N 11ATF I t11rDJ1 VY5I I11ITS, AUTOMOGILE LIABILITY A Y r 152200 06523218 10/01/2022 10/01/ 2023 Comprehensiv e Deduct 11.000 ACORD 101 [200 ,01] 's euua pA VKW Uun "AI IUN. wI rly—* rV—rw. The ACORD name and logo are reg Iswed marka DocuSign Envelope ID: D0354EB2-D2C5-4F2F-AOOE-EA6FC633C7D5 DocuSign Envelope 10: 6554AC5&0422-4066-A54E-9CD2E65A2#C3 AGENCY CUSTOMER ID: 570000052633 LCC A ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY Aon Risk services Central, Inc. NAWTO NSUREC Shade structures, Inc. POLPC NUMBER See Certificate Humber: 570096025496 CAPP-r:a See Certificate Number: 570096025496 VAiC CODE 1 EFFECT YEOATE ADDITIONAL REMARKS ACOR4 101 (200"1) u n s w.w wV— n.... —..Py. a.—.o... The ACORd Hama and logo aK nlyYatar d maks W ACORN DocuSign Envelope ID: D0354EB2-D2C5-4F2F-AOOE-EA6FC633C7D5 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-gCD2E65A21C3 BUSINESS LICENSE This business IEcense is issued for revenue purposes only and does not grant authorization to operate a business. This business license is i ssu ed without verification that the holder is Subject to or exempted from licensing by the state. county, federal govemment. or any other governmental agency. Business Name: SHADE STRUCTURES, INC Business Location: 1085 N MAIN STE C ORANGE, CA 92865 Owner Name{s}: SHADE STRUCTURES, INC USA SHADE & FABRIC STRUCTURES PO BOX 3467 COPPELL, TX 75619-9467 CITY OF LAKE ELSINORE Administrative Services - Licensing 130 South Main Street, lake Elsinore. CA 92530 PH (951) 674-3124 BUSINESS LICENSE NO. 022130 Business Type: GENERAL BUILDING CONTRACTOR Description: INSTALLATION OF FABRIC AND STEEL SHADE STRUCTURES Issue Date: 2/1/2022 Expiration Date: 1/31/2023 Starting January 1, 2021. Assembly Bill 1607 requires the prevention of gender-based discrimination of business establ ish rnents A full notice is available in English or other languages by going to: https:11www.dca.ca.govlpublioabonsl TO BE POSTED IN A CONSPICUOUS PLACE THIS IS YOUR LICENSE • NOT TRANSFERABLE Certificate Of Completion Envelope Id: D0354EB2D2C54F2FA00EEA6FC633C7D5 Status: Completed Subject: Complete with DocuSign: USA Shade & Fabric Structures - Agreement Canyon Hills, Summerly, Swick... Source Envelope: Document Pages: 49 Signatures: 2 Envelope Originator: Certificate Pages: 5 Initials: 0 Carla Khalil AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 130 S. Main Street Lake Elsinore, CA 92530 ckhalil@lake-elsinore.org IP Address: 76.79.110.130 Record Tracking Status: Original 2/8/2023 11:08:35 AM Holder: Carla Khalil ckhalil@lake-elsinore.org Location: DocuSign Signer Events Signature Timestamp Jason Simpson jsimpson@lake-elsinore.org City Manager city of Lake Elsinore Security Level: Email, Account Authentication None) Signature Adoption: Pre-selected Style Using IP Address: 172.58.29.123 Signed using mobile Sent: 2/8/2023 11:11:04 AM Viewed: 2/8/2023 12:11:47 PM Signed: 2/8/2023 12:11:58 PM Electronic Record and Signature Disclosure: Accepted: 2/8/2023 12:11:47 PM ID: 3dc03e77-891b-42fc-a0bd-c271a0e86458 Candice Alvarez calvarez@lake-elsinore.org City Clerk City of Lake Elsiniore Security Level: Email, Account Authentication None) Signature Adoption: Uploaded Signature Image Using IP Address: 47.180.22.242 Sent: 2/8/2023 12:12:02 PM Viewed: 2/8/2023 12:37:17 PM Signed: 2/8/2023 12:37:26 PM Electronic Record and Signature Disclosure: Accepted: 10/24/2019 11:01:03 AM ID: 0018f862-4e7a-4c04-91a9-67d7112db44f In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Luz Reyes lreyes@lake-elsinore.org Deputy City Clerk City of Lake Elsinore Security Level: Email, Account Authentication None) Sent: 2/8/2023 12:37:30 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 2/8/2023 11:11:04 AM Certified Delivered Security Checked 2/8/2023 12:37:17 PM Signing Complete Security Checked 2/8/2023 12:37:26 PM Completed Security Checked 2/8/2023 12:37:30 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure CONSUMER DISCLOSURE From time to time, Carahsoft OBO City of Lake Elsinore (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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By checking the ‘I agree’ box, I confirm that: I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC CONSUMER DISCLOSURES document; and I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and Until or unless I notify Carahsoft OBO City of Lake Elsinore as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by Carahsoft OBO City of Lake Elsinore during the course of my relationship with you. uocu5ign tnvelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21C3 n `AS AGREEMENT FOR CONTRACTOR SERVICES \ W 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 CityManager. Attachment 1 -Agreement.pdf Page 1 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A2lC3 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. z 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 Page 2 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21C3 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. i 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. Page 3 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21C3 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 Page 4 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21C3 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. Page 5 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21C3 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 Page 6 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A2lC3 D 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. Page 7 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A2lC3 o V/' 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. Page 8 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A2lC3 20. Litiqation 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. r24. 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. Page 9 Docusign Envelope ID: 6554AC5B-0422-4066-A54E-gCD2E65A2lC3 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 10 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21C3 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 CONTRACTOR" Shade Structures, Inc., a Corporation City Manager By. Its: ATTEST: City Clerk APPROVED AS TO FORM: ZOC 2Docu n Signed by: 4e/ 4U DocuSigned by: sv. Asslstan Ity Manager Attachments: Exhibit A — Contractor's Proposal Exhibit B — List of Subcontractors Page 11 soli ria -Marquez (Avg a Sc)"-41ch r" Amsmmsmrmta VCU P,.4!;,dw^k DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A2lC3 CONTRACTOR'S PROPOSAL ATTACHED] EXHIBIT A DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21C3 EXHIBIT B LIST OF SUBCONTRACTORS ATTACHED] EXHIBIT B DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21C3 USASHADE Fabric Structures® Canyon Hills Community Park 101712022 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 1A:61718 NV:78724 NM:383826 TN:68712 DIR:1000003533 ' DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21C3 USASHADE Fabric Structures. Date: Proposal for USA SHADE & Fabric Structures 10/7/2022 Project Information: Purchaser: City of Lake Elsinore Contact: Chris Erickson Sales Rep: Sales Information: Eric Roys Project Name: Canyon Hills Community Park Phone: 951-453-9463 Phone: 909-927-7567 Quote No: 01091422ER Email: cerickson Email: eric.roys@usa-s hade,com PO No: Contact: Fax: Phone Fax: Phone Billing Information: City of Lake Elsinore Accounts Payable Shipping Information: SOUTHERN CALIFORNIA Jobsite Intormation; Canyon Hills Community Park 521 North Landstaff St 1085 N. Main st 34360 Canyon Hills Rd Lake Elsinore Orange Lake Elsinore CA CA CA 92530 92867 92532 Contact: Contact: Construction Dept Contact: Chris Erickson Phone Phone 714-656-4564 Phone 951-453-9463 Email: Email: IcebaIlos@usa-shade.com Email•u=ritksanniakrelsinore.org Fax: Fax: Fax: CORPORATE ADDRESS: 2580 Esters Blvd., Suite 100 DFW Airport, TX 75261 SOUTHERN CALIFORNIA: 1085 N. Main Street, Suite C Orange, CA 92867 MAILING ADDRESS: P.O. Box 3467 Coppel, TX 75019 NORTHERN CALIFORNIA: ARIZONA: 927 Enterprise Way, Suite A 2452 W. Birchwood Ave, Suite 112 Napa, CA 94558 Mesa, AZ 85202 REMITTANCE ADDRESS: P.O. Box 734158 Dallas, TX 75373-4158 LASVEGAS: 6225 S. Valley View Blvd., Suite I Las Vegas, NV 69119 NOTE: This message is intended only for the use of the individual to whom it is addressed, and contains information that is privileged, confidential, and exempt from disclosure under applicable law. If you are not the intended recipient, or the employee or agent responsible for delivering this message to the intended recipient, you are hereby notified that any unauthorized disclosure, distribution, or copying of this communication is strictly prohibited. If you have received this communication in error, please notify us immediately by phone and return the original message to the applicable address above. www.usa-shade.com 800-966-5005 AZ: 299388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR:1000003533 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21C3 USASHADE Fabric Structures. Structure Pricing UNIT IMAGE f Structure 1 UNIT DETAILS Unit Quantity: 1 Foundations By USA Shade UnitType: Super Span Pyramid Multi- Level Multi -Panel Grout Installation Not Applicable Structure Size: 50x50 Footing Type: Drilled Pier USA Shade Model Number 405.3 Base Attachment: PIH - Embed Entry Height: 10 Anchor Bolts: N/A No of Columns: 4 Concrete Cutting; N/A No of Fabric Tops: 8 Dirt Removal: Included Fabric Type: Colourshade_FR Surface Type; Grass Fabric Color: NOTES Sourcewell Contract # 010521 List price $69,500.12 - 10%=$62,550.10 Steel Finish: P owde:rCoated Steel Color: TBD Electrical Provisions: N/A 621550.10 Cable/HDW Finish: Galvanized Concept No: www.usa-shade.com 800-966-5005 AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR:1000003533 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21C3 USASHADE Fabric Structures, USA SHADE reserves the right to implement a surcharge for significant increases in raw materials, including the following, but not limited to: fuel, steel , fabric, and concrete. Proposal pricing is only valid for 15 days to the fluctuation in pricing. Due to recent significant increases experienced in raw steel and fabric materials, it may be necessary to order, invoice, and receive payments for steel and fabric as soon as final sizing can be determined. Building Code I CBC 2019 Wind Load 115 mph EXCLUDED Snow Load 5 p5f EXCLUDED INSTALLATION - MISCELLANEOUS Prevailing Wage / Certified Payroll If Bonds are needed, add 2% to the total price. Drawing Size Electronic No. of Sealed Drawings Electronic Calculations Required Electronic INCLUDED EXCLUDED EXCLUSIONS ENGINEERING REQUIREMENTSINCLUDED Sealed Drawings & Calculations EXCLUDED INSTALLATION - MISCELLANEOUS Prevailing Wage / Certified Payroll Permit Submittal union Wages Permit Fee Fencing n DSA Submittal & Fees water and Electrical D I Design and Engineering of Structure F] Q Landscape Repair Design and Engineering of Foundation Q Demolition (Existing Structures) LJ E Reactions and Loads forattachmenttoWalls, Rooftops,orOther Payment and Performance Bonds J Foundation Location and Elevation Survey El Special Inspection Fees www,usa-shade.com 800.966.5005 AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR:1000003533 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21C3 USASHADE All, Fabric Structures.. Construction Assumptions 1) The designated area for our structures will be accessible by drive -up for unloading of our trucks and equipment, including personnel man -lifts, forklifts, etc. Should a crane be required and direct access not available, additional costs for such will be submitted by a Change Order. 2) Our pricing is based on the ability to perform all of our work with clear, sequential, and continuous access without interruption during normal daytime working hours. We have assumed one mobilization for the installation of foundations, steel and fabric; if additional mobilizations are required, there will be an additional charge. We will require exclusive access to the area for our work during the construction process. 3) Our pricing does not include daily site delays accessing the work areas. USA SHADE will submit a Change Order for any delays caused by other trades which interfere or cause us to stop working. 4) We will require site sanitary facilities and refuse containers by others within 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) Barricades 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 materials as defined by the EPA; (b) moving Owner's property around the installation site; (c) repair or replacement of any Purchaser or Owner -supplied materials; or (d) repair of damage to existing surfaces that may occur when construction equipment and vehicles are being used in the normal course of construction. 8) Pricing for foundation design is based on drilled pier footings. In the event the geotechnical report requires an alternate configuration, any additional costs incurred will be submitted to the client by a Change Order. 9) Digging of our foundations will not be constrained by any existing concrete or utilities. USA SHADE will not be responsible for moving or repairing any underground utility lines such as electrical, telephone, gas, water, or sprinkler lines that may be encountered during installation. 10) Any additional costs incurred as a result of hard rack conditions requiring extra equipment, utility removal or repair, resulting in delay, will result in additional charges unless they are detailed on as -built site drawings provided to USA SHADE or marked on the ground and communicated to USA SHADE in writing prior to installation. GENERAL TERMS & CONDITIONS AND WARRANTY 1) Proposal: 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 of time between proposals, contracts, and final installation, USA SHADE & Fabric Structures reserves the right to implement this surcharge, when applicable. 2) Purchase: By executing this proposal, or submitting a purchase order pursuant to this proposal (which shall incorporate the terms of this agreement specifically by reference) which is accepted by USA SHADE & Fabric Structures (the "Company"), the purchaser identified above ("you' or the "Purchaser") agrees to purchase Shade Structures brand shade structures ("Structures") and the services to be provided by the Company, as detailed in the "Structure Pricing" and "General Scope of Work" sections of this agreement, above, or in the relevant purchase order accepted by the Company, for use by Purchaser or for installation by Company or Purchaser on behalf of a third -parry who will be the ultimate owner of the Structures (the ultimate owner of a Structure, whether Purchaser or a third -party, being the "Owner"). 3) Short Ship Claims: Purchaser has 15 days from receipt of the structures to file a short ship report in writing to its sales representative. Company will not honor claims made after this time. 4) Standard Exclusions: Unless specifically included under the "General Scope of Work" section above, this agreement does not include, and Company will not provide, services, labor, or materials for any of the following work: (a) removal and disposal of any materials containing asbestos or any hazardous materials as defined by the EPA; (b) moving Owner's property around the installation site; (c) repair or replacement of any Purchaser or Owner -supplied materials; (d) repair of concealed underground utilities not located on prints supplied to Company by Owner during the bidding process, or physically staked out by Owner, and which are damaged during construction during normal course of construction. www.usa•shade.com 800.9665005 AZ:289388 CA:989458 LA:61718 NV:78724 NV:78724 NM:383826 TN:68712 DIR:1000003533 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21C3 USASHADE Fabric Structures, 5) Bonding Guidelines: If Purchaser will use or provide the Structures and Services for an Owner other than Purchaser (including, without limitation, as a subcontractor of Purchaser), Purchaser will include the following statement in Purchaser's contract with Owner: The manufacturer's warranty for the Shade Structures brand shade structures is a separate document between USA SHADE & Fabric Structures and the ultimate owner of the Shade Structures brand shade structures, which will be provided to the ultimate owner at the time of completion of the installation and other services to be provided by USA SHADE & Fabric Structures. Due to surety requirements, any performance and/or payment bond will cover only the first year of the USA SHADE & Fabric Structures warranty." 6) Insurance Requirements: Company Is not required to provide any insurance coverage in excess of Company's standard insurance. A copy of the Company's standard insurance is available for your review prior to acceptance of the Company's proposal. 7) Payment: Terms of payment are defined in the "Pricing Details" section and are specific to this contract. For purposes of this agreement, "Completion' is defined as being the point at which the Structure is suitable for its Intended use, the issue of occupancy consent, or a final building department approval is issued, whichever occurs first. Progress billing and payment will be required. All payments must be made to Shade Structures, Inc., P.O. Box 734158, Dallas, TX 75373-4158. Company may use all remedies available to it under current laws including, but not limited to, filing of liens against the property and using a collection agency or the courts to secure the collection of the outstanding debt. 8) Lien Releases: Upon request by Owner, Company will issue appropriate partial lien releases as corresponding payments are received from Purchaser, but prior to receiving final payment from Purchaser or Owner. Company will provide a full release of liens upon receipt of final payment. In accordance with state laws, Company reserves the right to place a lien on the property if final payment has not been received 10 days prior to the filing deadline for liens. 9) Site Plan Approval, Permit/s, Permit Fees, Plans, Engineering Drawings, and Surveying: Site plan approval, permits, permit fees, plans, engineering drawings, and surveying are specifically excluded from this agreement and the Services unless specified under the "General Scope of Work". The Company does not in any way warrant or represent that a permit or site plan approval for construction will be obtained. Sealed engineered drawings that are required but not included in the "General Scope of Work" will result in an additional cost to Purchaser. 10) Manufacturing & Delivery: Manufacturing lead-time from Company's receipt of the "Notice To Proceed" is approximately 6 tog weeks for standard structures, and 8 to 12 weeks for custom structures. Delivery is approximately 1 week thereafter. Delivery of structures maybe prior to or at start of assembly. Please note that these timelines do not include approval or permitting timeframes. 11) Returned Product, Deposits, and/or Cancelled Order. Within the first 45 days after shipment from our facility, all returned product(s) and cancelled orders are subject to a 50% restocking fee. No returns are available following this 45 day period. All deposits are non-refundable. All expenses incurred engineering, site surveys, shipping, handling, etc.) are the responsibility of the Purchaser, up to notice of cancellation. 12) Concealed Conditions: "Concealed conditions" include, without limitation, water, gas, sprinkler, electrical and sewage lines, post tension cables, and steel rebar. This agreement is based solely an observations the Company was able to make either by visual inspection or by drawings and/or plans submitted by Owner at the time this agreement was bid. If additional Concealed Conditions are discovered once work has commenced, which were not visible at the time this proposal was bid, Company will stop work and indicate these unforeseen Concealed Conditions to Purchaser or Owner so that Purchaser and Company can execute a Change Order for any additional work. In any event, any damage caused by or to unforeseen Concealed Conditions is the sole responsibility of the Purchaser and Company shall not be held liable for any such damage. Soil conditions are assumed to be soil that does not contain any water, hard rock (such as limestone, caliche, etc.), rocks larger than 4 inches in diameter, or any other condition that will require additional labor, equipment and/or materials not specified by the Purchaser or Owner in the bidding process. Any condition requiring additional labor, equipment, and/or materials to complete the drilling or concrete operations will require a Change Order before Company will complete the process. Price quotes are based on a drilled pier footing. Any variation will incur additional charges (i,e. spread footings, concrete mat, sand, water, landfill, etc.). Costs for Footing and installation do not include any allowance for extending below frost lines (the additional costs for which vary by geographical region). 13) Changes in the Work: During the course of this project, Purchaser may order changes in the work (both additions and deletions). Additionally, an approving agency may require changes in the work from the original design or engineering quoted and provided by the Company (both additions and deletions.) The cost of these changes will be determined by the Company, and a Change Order form must be completed and signed by both the Purchaser and the Company, which will detail the "General Scope of the Change Order". Should any Change Order be essential to the completion of the project, and the Purchaser refuses to authorize such Change Order, then Company will be deemed to have performed its part of the project, and the project and services will be terminated. Upon such termination, Company will submit a final billing to Purchaser for payment, less a labor allowance for work not performed but including additional charges incurred due to the stoppage. No credit will be allowed for materials sold and supplied, which will remain the property of the Purchaser. www.usa-shade.com 800-966.5005 AZ: 289388 CA: 989458 LA: 61718 NV: 76724 NV:78724 NM: 383826 TN: 68712 DIR:1000003533 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21C3 USASHADE Fabric Structures, 14) Indemnification: To the fullest extent permitted by law, Purchaser shall indemnify, defend, and hold harmless the Company and its consultants, agents, and employees or any of them from and against claims, damages, losses and expenses, including, but not limited to, attorneys' fees related to the installation of the Structure or performance of the services, provided that such claim, damage, loss, or expense is attributable to bodily injury to, sickness, disease, or death of a person, or to injury to or destruction of tangible property, but only to the extent caused by the negligent acts or omissions of the Purchaser or its agents, employees, or subcontractors, or anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in Section 15. 15) Statement of Limited Warranty: The structural integrity of all supplied steel is warranted for ten years. if assembly is provided by the Company, workmanship of the structure is covered for one year, including labor for the removal of any failed part, disassembly (if necessary), cost of shipping, and reassembly. All steel surface finishes are warranted for one year. Shadesure'", Colourshades FR, eXtreme 32", Commercial 95", SaFRshade", and Monotec 370'" fabrics all carry a ten year limited manufacturer's warranty against failure from significant fading, deterioration, breakdown, outdoor heat, cold, or discoloration. Should the fabric need to be replaced under the warranty, the Company will manufacture and ship a new replacement fabric at no charge for the first six years, thereafter pro -rated at 20% per year over the remaining four years. The following are exceptions to the preceding warranty terms: o Shadesure'" fabrics in Red, Yellow, Atomic orange, Electric Purple, Zesty Lime, Cinnamon, Olive, and Mulberry carry a five year pro -rated o Fabric tops attached to CoolbrellaTM structures carry a three year warranty; o Individual fabric tops measuring greater than 40' in length are covered by a non -prorated five year warranty; o Precontraint 502'" waterproof membrane is subject to an eight year pro -rated warranty. Sewing thread is warranted for ten years. www.usa-shade.com 800.966.5005 AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR:1000003533 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21C3 USASHADE Fabric Structures. General Limited Warranty Terms and Conditions These limited warranties are effective from the date of sale, or, if assembly is provided by the Company, upon receipt by Company from Purchaser of a completed and signed "Customer Checklist and Sign -off' form. In its sole discretion, the Company will repair and or/replace defective structures, products or workmanship, or refund that portion of the price related to the defective product, labor, or service rendered. The Company reserves the right, in cases where certain fabric colors have been discontinued, to offer the Purchaser or Owner a choice of available alternative colors to replace the warranted fabric. The Company does not guarantee that any particular color will be available for any period of time, and reserves the right to discontinue any color for any reason, without recourse by the Purchaser or Owner of the discontinued fabric color. Should the Purchaser or Owner sell the structures to another party, the warranty cannot be transferred to the new owner without a complete and thorough on-site inspection performed by a Company representative. Please contact the Company at warranty@usa-shade.com for more details. All warranty claims covering Company supplied structures, products, and services must be submitted by Purchaser or Owner in writing to the Company within thirty days from the date of discovery of the alleged defect and must include a detailed description and applicable photographs of the alleged defect or problem. Warranty claims should be submitted by email to warranty@Lisa-shade.com. Purchaser or Owner agrees that venue for any court action to enforce these limited warranties shall be in the City or County of Dallas in the State of Texas, USA. These limited warranties are void if: o the supplied structures, products, services and/or labor are not paid for in full; o the structures are not assembled in strict compliance with USA SHADE specifications; o any changes, modifications, additions, or attachments are made to the structures in anyway, without prior written approval from the Company. Specifically, no signs, objects, fans, light fixtures, etc. may be hung from the structures, unless specifically engineered by the Company. These limited warranties do not cover defects and/or damages caused by: o normal wear and tear; o misuse, willful or intentional damage, vandalism, contact with chemicals, cuts and Acts of God (i.e. tornado, hurricane, micro/macros burst, earthquake, wildfires, etc.); o ice, snow or wind loads in excess of the designed load parameters engineered for the supplied structures; o use, maintenance, neglect, repair, and/or service inconsistent with the Company's written care and maintenance instructions, provided with the order. The limited warranties explicitly exclude: o workmanship related to assembly not provided by the Company or its agents; o fabric curtains, valances, and flat vertical panels; o fabric tops installed on structures that were not engineered and originally supplied by the Company. THE COMPANY SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, LIQUIDATED, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF REVENUE, PROFIT, USE OR GOODWILL, WHETHER BASED UPON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGALTHEORY, ARISING OUT OF A BREACH OF THIS WARRANTY OR IN CONNECTION WITH THE SALE, INSTALLATION, MAINTENANCE, USE, OPERATION OR REPAIR OF ANY PRODUCT OR SERVICE. IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY AMOUNT GREATER THAN THE PURCHASE PRICE FOR ANY PRODUCT OR SERVICE PROVIDED BY THE COMPANY. THE FOREGOING LIMITED WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY FOR THE COMPANY'S PRODUCTS AND SERVICES, AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, IN LAW OR IN FACT. SELLER SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR PURPOSE, AND ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING OR PERFORMANCE OR TRADE USAGE. PURCHASER, BY ACCEPTANCE AND USE OF THIS LIMITED WARRANTY, WAIVES ANY RIGHTS IT WOULD OTHERWISE HAVE TO CLAIM OR ASSERT THAT THIS LIMITED WARRANTY FAILS OF ITS ESSENTIAL PURPOSE. Colourshade • and eXtreme 32" are registered trademarks of Multiknit Pty. Ltd. Commercial 95" and SaFRshade" are registered trademarks of Gale Pacific USA Inc. Monotec 370" Is a registered trademark of PRO -KNIT Industries Pty. Ltd. Precontraint 502" is a registered trademark of Serge Ferrari North America, Inc. www.usa-shade.com 800.966-5005 AZ: 289388 CA: 989458 LA: 61718 NV. 78724 NV:78724 NM: 383826 TN: 68712 DIR:1000003533 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21C3 USASHADE Fabric Structures. 16) Assembly/Installation: Company will notify Purchaser of the scheduled assembly date. Owner agrees to have an owner representative meet the assembly crew at the job site on the scheduled assembly date to verify the exact location where the structure(s) is to be placed. Labor for the removal, assembly, and/or freight charges will only be covered by Company in instances where the structures supplied and installed by Company are determined by the Company to be defective. In all cases where structures are not installed by Company, all labor for the removal, assembly, and/or freight of the structures will be the Purchaser's responsibility. Installation prices are based on a single mobilization charge. If additional mobilizations are required, there will be additional charges. If the requested services require Company access to Owner's premises, Company will be provided access to the Owner's premises free and clear of debris, automobiles, or other interference Monday ` Friday during the hours of 8:00am to 6:00pm, and Company will have access to water and electrical facilities during installation. Additional charges will apply if utilities are not easily accessible. Where applicable, all vehicles will be moved prior to Company's crew beginning any installation. Company will not be responsible for moving or repairing any underground utility lines such as electrical, telephone, gas, water, or sprinkler lines that may be encountered during installation. Any additional costs incurred as a result of hard rock conditions requiring extra equipment, utility removal or repair resulting in delay will result in additional charges unless they are detailed on as -built site drawings provided to Company or marked on the ground and communicated to Company in writing prior to fabrication and installation. 17) Installation/Assembly on-site: Where installation/assembly is part of the services, Purchaser must provide the Company with a detailed drawing prepared by or for the Owner showing exactly where the structures are to be assembled as well as detailing any obstacles or other impediments that may cause the assembly process to be more difficult. Any fixture(s), e.g., playground, pools, etc., that the structures are to be assembled over must also be detailed, along with their peak heights (if applicable). 18) Site/Use Review by Purchaser: Company relies on the Purchaser to determine that the structures ordered are appropriate and safe for the Owner's installation site and/or intended use. Company is not responsible for damages or injuries resulting from collisions by moving objects or persons with the structure post(s). Company can recommend, or supply at additional cost, padding for posts from a third party manufacturer. 19) Preparatory Work: Where installation/assembly is part of the services and in the event that the foundation or job site is not suitable or ready for assembly to begin on the scheduled day, a Delay of Order notification must be sent to Company at least 4 working days prior, in order to allow Company to reschedule the project. In the event that Company is not notified and incurs an expense in attempting to execute the assembly, a re -mobilization charge may be charged to Purchaser before Company will reschedule the assembly. 20) Delegation: Subcontractors: The services and the manufacturing and assembly of the structures may be performed by subcontractors under appropriate agreements with the Company. 21) Force Maleure: Impracticability: The Company shall not be charged with any loss or damage for failure or delay in delivering or assembling of the structures when such failure or delay is due to any cause beyond the control of the Company, due to compliance with governmental regulations or orders, or due to any Acts of God, strikes, lockouts, slowdowns, wars, or shortages in transportation, materials or labor. 22) Dispute Resolution: Any controversy or claim arising out of or related to this agreement must be settled by binding arbitration administered in Dallas, TX by a single arbitrator selected by the parties or by the American Arbitration Association, and conducted in accordance with the construction industry arbitration rules. Judgment upon the award may be entered in any court having jurisdiction thereof. 23) Entire Agreement; No Reliance: This agreement represents and contains the entire agreement between the parties. Prior discussion or verbal representations by the parties that are not contained in this agreement are not part of this agreement. Purchaser hereby acknowledges that it has not received or relied upon any statements or representations by Company or its agents which are not expressly stipulated herein, including without limitation any statements as to the structures, warranties, or services provided hereunder. 24) No Third -Party Beneficiaries: This agreement creates no third -party rights or obligations between Company and any other person, including any Owner who is not also a Purchaser. It is understood and agreed that the parties do not intend that any third party should be a beneficiary of this agreement. 25) Governing Law: The agreement will be construed and enforced in accordance with the laws of the State of Texas. 26) Assignment: Purchaser may not assign this agreement, by operation of law or otherwise, without the prior written consent of Company. The agreement shall be binding upon and insure to the benefit of the Company and the Purchaser, and their successors and permitted assigns, www.usa•shade.com 800.966.5005 AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR:1000003533 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21C3 USASHADE Fabric Structures. Executed to be effective as of the date executed by the Company: NOTE: FOR ANY PURCHASE EQUAL TO OR EXCEEDING $100,000.00 USD, NO WORK, OTHER THAN PRE -WORK, SHALL BE UNDERTAKEN WITHOUT A MUTUALLY ACCEPTABLE AND SIGNED CONSTRUCTION CONTRACT. PURCHASER: City of Lake Elsinore D. • SELLER: Shade Structures, Inc. DBA USA Shade Sienature: By: (Print) Title: Date: NOTE: All purchase orders and contracts should be drafted in the name of Shade Structures, Inc. www.usa-shade.com 800.966.5005 AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR:1000003533 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21C3 USASHADE Fabrlc Structures® Summerly Park 1113/2022 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 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21C3 USASHADE Fabric Structures. Date: 11/3/2022 Proposal for USA SHADE & Fabric Structures Project Information: Purchaser: City of Lake Elsinore Contact: Chris Erickson Sales Rep: Informatinn: Eric Rays Project Name: Summerly Park Phone: 951-453-9463 Phone: 909-927-7567 Quote No: ca1122ER00617 Email: cerickson@lake-el;more crrri Email: eric.rOVs@usa-5 had e, corn PO No: Construction Dept Fax:I Fax: i Billing City of Lake Elsinore Accounts Payable SOUTHERN CALIFORNIA Summerly Park 521 North LandstaffSt 1085 N. Main st 18505 Malaga Rd Lake Elsinore Orange Lake Elsinore CA CA CA 92530 92867 92530 Contact: Contact: Construction Dept Contact: Chris Erickson Phone Phone 714-656-4564 Phone 951-453-9463 Email: Email: ICeballos(@usa-Shade.com Email: cerickson[lake-elsinore.ork Fax: Fax: Fax: CORPORATE ADDRESS: 2580 Esters Blvd., Suite 100 DFW Airport, TX 75261 SOUTHERN CALIFORNIA: 1085 N. Main Street, Suite C Orange, CA 92867 MAILING ADDRESS: P.O. Box 3467 Coppel, TX 75019 NORTHERN CALIFORNIA: ARIZONA: 927 Enterprise Way, Suite A 2452 W. Birchwood Ave, Suite 112 Napa, CA 94558 Mesa, AZ 85202 REMITTANCE ADDRESS: P.O. Box 734158 Dallas, TX 75373-4158 LAS VEGAS: 6225 S. Valley View Blvd., Suite I Las Vegas, NV 89118 NOTE; This message is intended only for the use of the individual to whom it is addressed, and contains information that is privileged, confidential, and exempt from disclosure under applicable law. If you are not the intended recipient, or the employee or agent responsible for delivering this message to the intended recipient, you are hereby notified that any unauthorized disclosure, distribution, or copying of this communication is strictly prohibited. If you have received this communication in error, please notify us immediately by phone and return the original message to the applicable address above. www.usa-shade.com 800-966-5005 AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR:1000003533 DocuSign Envelope ID:6554AC5B-0422-4066-A54E-9CD2E65A2lC3 USASHADE Fabric Structures. Structure Pricing UNIT IMAGE Structure 1 UNIT DETAILS Unit Quantity: 2 Foundations By USA Shade Unit Type: Full Hip Cantilever Grout Installation Not Applicable Structure Size: 19x8 Projection Footing Type: Drilled Pier USA Shade Model Number 202.5 Base Attachment: PIH - Embed Entry Height: 12 Anchor Bolts: N/A No of Columns: 2 Concrete Cutting: Included No of Fabric Tops: 1 Dirt Removal: Included Fabric Type: COlourshade FR Surface Type: Concrete Fabric Color: TBDNOTES Sourcewell Pricing contract # 010521 List Price 8159.00 - 3% = $7914.23 Steel Finish: Powder Coated Steel Color: TBD Electrical Provisions: N/A 15,828.46 Cable/HDW Finish: Galvanized Concept No: UNIT IMAGE Structure UNIT DETAILS 2 pi Unit Quantity: 6 Foundations By USA Shade Unit Type: Full Hip Cantilever Grout Installation Not Applicable Structure Size: 19x 12 Projection Footing Type: Drilled Pier USA Shade Model Number 202.5 Base Attachment: PIH - Embed Entry Height: 12 Anchor Bolts: N/A No of Columns: 2 Concrete Cutting: Included No of Fabric Tops: 1 Dirt Removal: Included Fabric Type: ColourshadeFR Surface Type: Concrete Fabric Color: TBD Steel Finish: Powder Coated Sourcewell Pricing contract 4 010521 List Price 9686.00 - 3% _ $9395.42 Steel Color: TBD Electrical Provisions: N/A 77$56,372.52 Cable/HDW Finish: Galvanized Concept No: www.usa-shade.com 800-966-5005 AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR:1000003533 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21C3 USASHADE Fabric Structures. 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 DocuSign Envelope ID: 6554AC56-0422-4066-A54E-9CD2E65A21C3 USASHADE Fabric Structures. PRICINGTOTALS: CEIC 2019 Unit Total Included Accessories/Miscellaneous Included Shipping/Handling sub'ect to market fluctuation 12,936.91 12,936.91 Sales Tax (8.75%) 1,131.98 Engineering Included Installation TOTAL$304,756.90 Included PAYMENT TERMS: 1) Upon execution of the Agreement (Deposit) 50% 2) Upon delivery of Unit(s) 3) Upon completion of assembly/installation 100% 4) Other (specify): Pricing Terms above subject to credit approval USA SHADE reserves the right to implement a surcharge for significant increases in raw materials, including the following, but not limited to: fuel, steel , fabric, and concrete. Proposal pricing is only valid for 15 days to the fluctuation in pricing. Due to recent significant increases experienced in raw steel and fabric materials, it may be necessary to order, invoice, and receive payments for steel and fabric as soon as final sizing can be determined. Building Code CEIC 2019 Wind Load 115 mph Snow Load 5 psf Drawing Size Electronic No. of Sealed Drawings Electronic Calculations Required Electronic Does not include Performance or Payment bonds. If required add 2.5% to the total. INCLUDED EXCLUDED INCLUSIONSEXCLUSIONS ENGINEERING REQUIREMENTSINCLUDED Sealed Drawings & Calculations E EXCLUDED INSTALLATION - MISCELLANEOUS Prevailing Wage / Certified Payroll El Permit Submittal E Union Wages E Permit Fee E Fencing E DSA Submittal & Fees E water and Electrical E Design and Engineering of 5tructure O Landscape Repair E Design and Engineering of Foundation E Demolition (Existing Structures) E Reactions and Loads for attachrnenttoWalls, Rooftops, orother E Payment and Performance Bonds E Foundation Location and Elevation Survey E Special inspection Fees www.usa-shade.com 800.966.5005 - AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR:1000003533 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A2lC3 USASHADE Fabric Structures. Construction Assumptions 1) The designated area for our structures will be accessible by drive -up for unloading of our trucks and equipment, including personnel man -lifts, forklifts, etc. Should a crane be required and direct access not available, additional costs for such will be submitted by a Change Order. 2) Our pricing is based on the ability to perform all of our work with clear, sequential, and continuous access without interruption during normal daytime working hours. We have assumed one mobilization for the installation of foundations, steel and fabric; if additional mobilizations are required, there will be an additional charge. We will require exclusive access to the area for our work during the construction process. 3) Our pricing does not include daily site delays accessing the work areas. USA SHADE will submit a Change Order for any delays caused by other trades which interfere or cause us to stop working. 4) We will require site sanitary facilities and refuse containers by others within 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) Bdriicddes dnd public seuuiiLy iequiieuienLs die uut 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 materials as defined by the EPA; (b) moving Owner's property around the installation site; (c) repair or replacement of any Purchaser or Owner -supplied materials; or (d) repair of damage to existing surfaces that may occur when construction equipment and vehicles are being used in the normal course of construction. 8) Pricing for foundation design is based on drilled pier footings. In the event the geotechnical report requires an alternate configuration, any additional costs incurred will be submitted to the client by a Change Order. 9) Digging of our foundations will not be constrained by any existing concrete or utilities. USA SHADE will not be responsible for moving or repairing any underground utility lines such as electrical, telephone, gas, water, or sprinkler lines that may be encountered during installation. 10) Any additional costs incurred as a result of hard rack conditions requiring extra equipment, utility removal or repair, resulting in delay, will result in additional charges unless they are detailed on as -built site drawings provided to USA SHADE or marked on the ground and communicated to USA SHADE in writing prior to installation. GENERAL TERMS & CONDITIONS AND WARRANTY 1) Proposal: 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 of time between proposals, contracts, and final installation, USA SHADE & Fabric Structures reserves the right to implement this surcharge, when applicable. 2) Purchase: By executing this proposal, or submitting a purchase order pursuant to this proposal (which shall incorporate the terms ofthis agreement specifically by reference) which is accepted by USA SHADE & Fabric Structures (the "Company"), the purchaser identified above ("you" or the "Purchaser") agrees to purchase Shade Structures brand shade structures ("Structures") and the services to be provided by the Company, as detailed in the "Structure Pricing" and "General Scope of Work" sections of this agreement, above, or in the relevant purchase order accepted by the Company, for use by Purchaser or for installation by Company or Purchaser on behalf of a third -party who will be the ultimate owner of the Structures (the ultimate owner of a Structure, whether Purchaser or a third -party, being the "Owner"). 3) Short Ship Claims: Purchaser has 15 days from receipt of the structures to file a short ship report in writing to its sales representative. Company will not honor claims made after this time. 4) Standard Exclusions: Unless specifically included under the "General Scope of Work" section above, this agreement does not include, and Company will not provide, services, labor, or materials for any of the following work: (a) removal and disposal of any materials containing asbestos or any hazardous materials as defined by the EPA; (b) moving Owner's property around the installation site; (c) repair or replacement of any Purchaser or Owner -supplied materials; (d) repair of concealed underground utilities not located on prints supplied to Company by Owner during the bidding process, or physically 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; 68712 DIR: 1000003533 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21C3 USASHADE Fabric Structures. 5) Bonding Guidelines: If Purchaser will use or provide the Structures and Services for an Owner other than Purchaser (including, without limitation, as a subcontractor of Purchaser), Purchaser will include the following statement in Purchasers contract with Owner: The manufacturer's warranty for the Shade Structures brand shade structures is a separate document between USA SHADE & Fabric Structures and the ultimate owner of the Shade Structures brand shade structures, which will be provided to the ultimate owner at the time of completion of the Installation and other services to be provided by USA SHADE & Fabric Structures. Due to surety requirements, any performance and/or payment bond will cover only the first year of the USA SHADE & Fabric Structures warranty." 6) Insurance Requirements: Company is not required to provide any insurance coverage in excess of Company's standard insurance. A copy of the Company's standard insurance is available for your review prior to acceptance of the Company's proposal. 7) Payment: Terms of payment are defined in the "Pricing Details" section and are specific to this contract. For purposes of this agreement, "Completion" is defined as being the point at which the Structure is suitable for its intended use, the issue of occupancy consent, or a final building department approval is issued, whichever occurs first. Progress billing and payment will be required. All payments must be made to Shade Structures, Inc., P.O. Box 734158, Dallas, TX 75373-4158. Company may use all remedies available to it under current laws including, but not limited to, filing of liens against the property and using a collection agency or the courts to secure the collection of the outstanding debt. 8) Lien Releases: Upon request by Owner, Company will issue appropriate partial lien releases as corresponding payments are received from Purchaser, but prior to receiving final payment from Purchaser or Owner. Company will provide a full release of liens upon receipt of final payment. In accordance with state laws, Company reserves the right to place alien on the property if final payment has not been received 10 days prior to the filing deadline for liens. 9) Site Plan Approval, Permit/s, Permit Fees, Plans, Engineering Drawings, and Surveying: Site plan approval, permits, permit fees, plans, engineering drawings, and surveying are specifically excluded from this agreement and the Services unless specified under the "General Scope of Work". The Company does not in anyway warrantor represent that a permit or site plan approval for construction will be obtained. Sealed engineered drawings that are required but not included in the "General Scope of Work" will result in an additional cost to Purchaser. 10) Manufacturing & Delivery: Manufacturing lead-time from Company's receipt of the "Notice To Proceed" is approximately 6 to 8 weeks for standard structures, and 8 to 12 weeks for custom structures. Delivery is approximately 1 week thereafter. Delivery of structures may be prior to or at start of assembly. Please note that these timelines do not include approval or permitting timeframes. 11) Returned Product, Deposits, and/or Cancelled Order: Within the first 45 days after shipment from our facility, all returned product(s) and cancelled orders are subject to a 50% restocking fee. No returns are available following this 45 day period. All deposits are non-refundable. All expenses incurred engineering, site surveys, shipping, handling, etc.) are the responsibility of the Purchaser, up to notice of cancellation. 12) Concealed Conditions: "Concealed conditions" include, without limitation, water, gas, sprinkler, electrical and sewage lines, post tension cables, and steel rebar. This agreement is based solely on observations the Company was able to make either by visual inspection or by drawings and/or plans submitted by Owner at the time this agreement was bid. If additional Concealed Conditions are discovered once work has commenced, which were not visible at the time this proposal was bid, Company will stop work and indicate these unforeseen Concealed Conditions to Purchaser or Owner so that Purchaser and Company can execute a Change Order for any additional work. In any event, any damage caused by or to unforeseen Concealed Conditions is the sole responsibility of the Purchaser and Company shall not be held liable for any such damage. Soil conditions are assumed to be soil that does not contain any water, hard rock (such as limestone, caliche, etc.), rocks larger than 4 inches in diameter, or any other condition that will require additional labor, equipment and/or materials not specified by the Purchaser or Owner in the bidding process. Any condition requiring additional labor, equipment, and/or materials to complete the drilling or concrete operations will require a Change Order before Company will complete the process. Price quotes are based on a drilled pier footing. Any variation will incur additional charges (i.e. spread footings, concrete mat, sand, water, landfill, etc.). Costs for footing and installation do not include any allowance for extending below frost lines (the additional costs for which vary by geographical region). www.usa•shade.com 800.966.5005 AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR:1000003533 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21C3 USASHADE Fabric Structures. 13) Changes in the Work: During the course of this project, Purchaser may order changes in the work (both additions and deletions). Additionally, an approving agency may require changes in the work from the original design or engineering quoted and provided by the Company (both additions and deletions.) The cost of these changes will be determined by the Company, and a Change Order form must be completed and signed by both the Purchaser and the Company, which will detail the "General Scope of the Change Order". Should any Change Order be essential to the completion of the project, and the Purchaser refuses to authorize such Change Order, then Company will be deemed to have performed its part of the project, and the project and services will be terminated. Upon such termination, Company will submit a final billing to Purchaser for payment, less a labor allowance for work not performed but Including additlonal charges incurred due to the stoppage. No credit will be allowed for materials sold and supplied, which will remain the property of the Purchaser. 14) Indemnification: To the fullest extent permitted by law, Purchaser shall indemnify, defend, and hold harmless the Company and Its consultants, agents, and employees or any of them from and against claims, damages, losses and expenses, including, but not limited to, attorneys' fees related to the installation of the Structure or performance of the services, provided that such claim, damage, loss, or expense is attributable to bodily injury to, sickness, disease, or death of a person, or to injury to or destruction of tangible property, but only to the extent caused by the negligent acts or omissions of the Purchaser or its agents, employees, or subcontractors, or anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in Section 15. 15) Statement of Limited Warranty: The structural integrity of all supplied steel is warranted for ten years. If assembly is provided by the Company, workmanship of the structure is covered for one year, including labor for the removal of any failed part, disassembly (if necessary), cost of shipping, and reassembly. All steel surface finishes are warranted for one year. Shadesure", Colourshade° FR, extreme 32'", Commercial 95'", SaFRshade", and Monotec 370'" fabrics all carry a ten year limited manufacturer's warranty against failure from significant fading, deterioration, breakdown, outdoor heat, cold, or discoloration. Should the fabric need to be replaced under the warranty, the Company will manufacture and ship a new replacement fabric at no charge for the first six years, thereafter pro -rated at 204 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 Individual fabric tops measuring greater than 40' in length are covered by a non -prorated five year warranty; o Precontraint 502'" waterproof membrane is subject to an eight year pro -rated warranty. Sewing thread is warranted for ten years. www.usa-shade.com 800-966.5005 AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR:1000003533 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21C3 USASHADE Fabric Structures. General Limited Warranty Terms and Conditions These limited warranties are effective from the date of sale, or, if assembly is provided by the Company, upon receipt by Company from Purchaser of a completed and signed "Customer Checklist and Sign -off' form. In its sole discretion, the Company will repair and or/replace defective structures, products or workmanship, or refund that portion of the price related to the defective product, labor, or service rendered. The Company reserves the right, in cases where certain fabric colors have been discontinued, to offer the Purchaser or Owner a choice of available alternative colors to replace the warranted fabric. The Company does not guarantee that any particular color will be available for any period of time, and reserves the right to discontinue any color for any reason, without recourse by the Purchaser or Owner of the discontinued fabric color. Should the Purchaser or Owner sell the structures to another party, the warranty cannot be transferred to the new owner without a complete and thorough on-site inspection performed by a Company representative. Please contact the Company at warranty@usa-shade.com for more details. All warranty claims covering Company supplied structures, products, and services must be submitted by Purchaser or Owner in writing to the Company within thirty days from the date of discovery of the alleged defect and must include a detailed description and applicable photographs of the alleged defect or problem. Warranty claims should be submitted by email to warranty@usa-shade.com. Purchaser or Owner agrees that venue for any court action to enforce these limited warranties shall be in the City or County of Dallas in the State of Texas, USA. These limited warranties are void if: o the supplied structures, products, services and/or labor are not paid for in full; o the structures are not assembled In strict compliance with USA SHADE specifications; o any changes, modifications, additions, or attachments are made to the structures in anyway, without prior written approval from the Company. Specifically, no signs, objects, fans, light fixtures, etc. may be hung from the structures, unless specifically engineered by the Company. These limited warranties do not cover defects and/or damages caused by: o normal wear and tear; o misuse, willful or intentional damage, vandalism, contact with chemicals, cuts and Acts of God (i.e. tornado, hurricane, micro/macros burst, earthquake, wildfires, etc.); o ice, snow or wind loads in excess of the designed load parameters engineered for the supplied structures; o use, maintenance, neglect, repair, and/or service inconsistent with the Company's written care and maintenance instructions, provided with the order. The limited warranties explicitly exclude: o workmanship related to assembly not provided by the Company or its agents; o fabric curtains, valances, and flat vertical panels; o fabric tops installed on structures that were not engineered and originally supplied by the Company. THE COMPANY SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, LIQUIDATED, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF REVENUE, PROFIT, USE OR GOODWILL, WHETHER BASED UPON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, ARISING OUT OF A BREACH OF THIS WARRANTY OR IN CONNECTION WITH THE SALE, INSTALLATION, MAINTENANCE, USE, OPERATION OR REPAIR OF ANY PRODUCT OR SERVICE. IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY AMOUNT GREATER THAN THE PURCHASE PRICE FOR ANY PRODUCT OR SERVICE PROVIDED BYTHE COMPANY. THE FOREGOING LIMITED WARRANTY 15 THE SOLE AND EXCLUSIVE WARRANTY FOR THE COMPANY'S PRODUCTS AND SERVICES, AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, IN LAW OR IN FACT. SELLER SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR PURPOSE, AND ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING OR PERFORMANCE OR TRADE USAGE. PURCHASER, BY ACCEPTANCE AND USE OF THIS LIMITED WARRANTY, WAIVES ANY RIGHTS IT WOULD OTHERWISE HAVE TO CLAIM OR ASSERT THAT THIS LIMITED WARRANTY FAILS OF ITS ESSENTIAL PURPOSE. Colourshade I and extreme 32" are registered trademarks of Multlknit Pty. Ltd. Commercial 95'" and SaFRshade" are registered trademarks of Gale Pacific USA Inc. Monatec 3701" is a registered trademark of PRO -KNIT Industries Pty. Ltd. Precontraint 502" is a registered trademark of Serge Ferrari North America, Inc. www.usa•shade.com 800-966.5005 AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR:1000003533 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21C3 USQSHADE Faibrlc Structures. 16) Assembly/Installation: Company will notify Purchaser of the scheduled assembly date. Owner agrees to have an owner representative meet the assembly crew at the job site on the scheduled assembly date to verify the exact location where the structure(s) is to be placed. Labor for the removal, assembly, and/or freight charges will only be covered by Company in instances where the structures supplied and installed by Company are determined by the Company to be defective. In all cases where structures are not installed by Company, all labor for the removal, assembly, and/or freight of the structures will be the Purchaser's responsibility. Installation prices are based on a single mobilization charge. If additional mobilizations are required, there will be additional charges, If the requested services require Company access to Owner's premises, Company will be provided access to the Owner's premises free and clear of debris, automobiles, or other interference Monday' Friday during the hours of 8:00am to 6:00pm, and Company will have access to water and electrical facilities during installation. Additional charges will apply if utilities are not easily accessible. Where applicable, all vehicles will be moved prior to Company's crew beginning any installation. Company will not be responsible for moving or repairing any underground utility lines such as electrical, telephone, gas, water, or sprinkler lines that may be encountered during installation. Any additional costs Incurred as a result of hard rock conditions requiring extra equipment, utility removal or repair resulting in delay will result in additional charges unless they are detailed on as -built site drawings provided to Company or marked on the ground and communicated to Company In willing piiur Lu fabrication and installation. 17) Installation/Assembly on-site: Where installation/assembly is part of the services, Purchaser must provide the Company with a detailed drawing prepared by or for the Owner showing exactly where the structures are to be assembled as well as detailing any obstacles or other impediments that may cause the assembly process to be more difficult. Any fixture(s), e.g., playground, pools, etc., that the structures are to be assembled over must also be detailed, along with their peak heights (if applicable). 18) Site/Use Review by Purchaser: Company relies on the Purchaser to determine that the structures ordered are appropriate and safe for the Owner's installation site and/or intended use. Company is not responsible for damages or injuries resulting from collisions by moving objects or persons with the structure post(s). Company can recommend, or supply at additional cost, padding for posts from a third party manufacturer. 19) Preparatory Work: Where installation/assembly is part of the services and in the event that the foundation or job site is not suitable or ready for assembly to begin on the scheduled day, a Delay of Order notification must be sent to Company at least 4 working days prior, in order to allow Company to reschedule the project. In the event that Company is not notified and incurs an expense in attempting to execute the assembly, a re -mobilization charge may be charged to Purchaser before Company will reschedule the assembly. 20) Delegation: Subcontractors: The services and the manufacturing and assembly of the structures may be performed by subcontractors under appropriate agreements with the Company. 21) Force Majeure: Impraalcablljty: The Company shall not be charged with any loss or damage for failure or delay in delivering or assembling of the structures when such failure or delay is due to any cause beyond the control of the Company, due to compliance with governmental regulations or orders, or due to any Acts of God, strikes, lockouts, slowdowns, wars, or shortages in transportation, materials or labor. 22) Dispute Resolution: Any controversy or claim arising out of or related to this agreement must be settled by binding arbitration administered in Dallas, TX by a single arbitrator selected by the parties or by the American Arbitration Association, and conducted in accordance with the construction industry arbitration rules, Judgment upon the award may be entered in any court having jurisdiction thereof. 23) Entire Agreement: No Reliance: This agreement represents and contains the entire agreement between the parties. Prior discussion or verbal representations by the parties that are not contained in this agreement are not part of this agreement. Purchaser hereby acknowledges that it has not received or relied upon any statements or representations by Company or its agents which are not expressly stipulated herein, including without limitation any statements as to the structures, warranties, or services provided hereunder. 24) No Third -Party Beneficiaries: This agreement creates no third -party rights or obligations between Company and any other person, including any Owner who is not also a Purchaser. It is understood and agreed that the parties do not intend that any third party should be a beneficiary of this agreement. 25) Governing Law: The agreement will be construed and enforced in accordance with the laws of the State of Texas. 26) Assignment: Purchaser may not assign this agreement, by operation of law or otherwise, without the prior written consent of Company. The agreement shall be binding upon and insure to the benefit of the Company and the Purchaser, and their successors and permitted assigns. www.usa•shade.com 800.966-5005 AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR:1000003533 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21C3 USASHADE Fabric Structures. Executed to be effective as of the date executed by the Company: NOTE: FOR ANY PURCHASE EQUAL TO OR EXCEEDING $100,000.00 USD, NO WORK, OTHER THAN PRE -WORK, SHALL BE UNDERTAKEN WITHOUT A MUTUALLY ACCEPTABLE AND SIGNED CONSTRUCTION CONTRACT. PURCHASER: City of Lake Elsinore Signatur s: ' • —. u Date: \ X •q • a,.) - SELLER: Shade Structures, Inc. DBA USA Shade Signature: By: (Pri Title: Date: NOTE: All purchase orders and contracts should be drafted in the name of Shade Structures, Inc. www.usa-shade.com 800-966.5005 AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR:1000003533 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21C3 USASHADE Fabric Structures® Swick & Matich Park 911412022 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 DocuS.ign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A2lC3 USASHADE Fabrle Structures. Date Proposal for USA SHADE & Fabric Structures 9714/702 Project Information: Purchaser: City of Lake Elsinore Contact: Chris Erickson Sales Rep: Sales Intormation: Eric Roys Project Name: Swick & Matich Park Phone: 951-453-9463 Phone: 909-927-7567 Quote No: 01091322ER Email cericksun(a lake elsmore.nir_ Email e,lc ro is C Usa-shade.Coni PO No: Construction Dept Fax: Chris Erickson Fax: Billing Information: City of Lake Elsinore Accounts Payable Shipping Information. SOUTHERN CALIFORNIA JobsIte Information: Swick & Matich Park 521 North Landstaff St 1085 N. Main st 402 Limited St. Lake Elsinore Orange Lake Elsinore CA CA CA 92530 92867 92530 Contact: Contact: Construction Dept Contact: Chris Erickson Phone Phone 714-656-4564 Phone 951-453-9463 Email: Email: IceballosPti5a-shade.Cot11 Email: crrick^onf'CT Lik_vlsinorc_crr; Fax: Fax: Fax: CORPORATE ADDRESS: 2580 Esters Blvd., Suite 100 DFW Airport, TX 75261 SOUTHERN CALIFORNIA: 1085 N. Main Street, Suite C Orange, CA 92867 MAILING ADDRESS: P.O. Box 3467 Coppel, TX 75019 NORTHERN CALIFORNIA: 927 Enterprise Way, Suite A Napa,CA 94558 ARIZONA: 2452 W. Birchwood Ave, Suite 112 Mesa, AZ 85202 REMITTANCE ADDRESS: P.O. Box 734158 Dallas, TX 75373-4158 LAS VEGAS: 6225 S. Valley View Blvd., Suite I Las Vegas, NV 89118 NOTE: This message is intended only for the use of the individual to whom it is addressed, and contains information that is privileged, confidential, and exempt from disclosure under applicable law. If you are not the intended recipient, or the employee or agent responsible for delivering this message to the intended recipient, you are hereby notified that any unauthorized disclosure, distribution, or copying of this communication is strictly prohibited. If -you have received this communication in error, please notify us immediately by phone and return the original message to the applicable address above, www.usa-shade.com 800-966-5005 AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR:1000003533 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A2lC3 16,905.16 USASHADE Fabric Structures. Structure Pricing Unit Quantity: 2 Foundations By USA Shade Unit Type: Single Post Pyramid Cantilever Grout Installation Not Applicable Structure Size: 20X20 Footing Type: Drilled Pier USA Shade Model Number 124.1 Base Attachment: PIH - Embed Entry Height: 10 Anchor Bolts: N/A No of Columns: 1 Concrete Cutting: N/A No of Fabric Tops: 1 Dirt Removal: Included Fabric Type: Colourshade_FR Surface Type: Dirt Fabric Color: TBD Steel Finish: I Powder Coated Steel Color: TBD Sourcewell Contract #010521 Line item 1095 Electrical Provisions: N/A $8714.00 - 3%= $8452.58 cable/How Finish: Galvanized Concept No: liiiiiNElectrical 65,425.76 Unit Quantity: 3 Foundations By USA Shade Unit Type: Full Hip Cantilever Joined Grout Installation Not Applicable Structure Size: 36X20 Footing Type: Drilled Pier USA Shade Model Number 302.5 Base Attachment: PIH - Embed Entry Height: 10 Anchor Bolts: N/A No of Columns: 3 Concrete Cutting: N/A No of Fabric Tops: 1 Dirt Removal: Included Fabric Type: Colourshade FR Surface Type: Dirt Fabric Color: Steel Finish: TBD Powder Coated Sourcewell Contract 0010521 $22,483.08- 3%=21,808.58 Steel Color: TBD Provisions: N/A cable/How Finish: Galvanized Concept No: Over • • bleachers www.usa-shade.com 800-966-5005 AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR:1000003533 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21C3 USASHAQE rabrlc Structures. Structure Pricing Unit Quantity: 4 Foundations By USA Shade Unit Type: Full Hip Cantilever Grout Installation Not Applicable Structure Size: 25X12 Footing Type: Drilled Pier USA Shade Model Number 202.5 Base Attachment: PIH - Embed Entry Height: 12 Anchor Bolts: N/A No of Columns: 2 Concrete Cutting: Included No of Fabric Tops: 1 Dirt Removal: Included Fabric Type: Colourshade_FR SurfaceType: Concrete Fabric Color: TO Sourcevvell contract 4010521 $ 3,888.74 - 3%=3,772.07 Steel Finish: Powder Coated Steel Color: TBD Electrical Provisions: N/A Cable/HDW Finish: Galvanized No: www.usa-shade.com 800-966-5005 AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR:1000003533 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21C3 USASHADE its Fabric Structures_ USA SHADE reserves the right to implement a surcharge for significant increases in raw materials, including the following, but not limited to: fuel, steel , fabric, and concrete. Proposal pricing is only valid for 15 days to the fluctuation in pricing. Due to recent significant increases experienced in raw steel and fabric materials, it may be necessary to order, invoice, and receive payments for steel and fabric as soon as final sizing can be determined. Building Code CBC 2019 Wind Load 115 mph Snow Load 5 psf Drawing Size Electronic No. of Sealed Drawings Electronic Calculations Required Electronic INCLUDED EXCLUDED INCLUSIONS• ENGINEERING REQUIREMENTSINCLUDED Sealed Drawings & Calculations EXCLUDED INSTALLATION - MISCELLANEOUS Prevailing Wage/ Certified Payroll Permit Submittal union Wages Permit Fee U Fencing Q DSA Submittal & Fees Q water and Electrical Design and Engineering of Structure Landscape Repair Design and Engineering of Foundation f Demolition (Existing Structures) 0 Reactions and Loads for attachment to Walls, Rooftops, or other Payment and Performance Bonds 1 U Foundation Location and Elevation Survey J Special Inspection Fees www.usa-shade.com 800-966.5005 AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 01R: 1000003533 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21C3 USASHADE Fabric Structures„ Construction Assumptions 1) The designated area for our structures will be accessible by drive -up for unloading of our trucks and equipment, including personnel man -lifts, forklifts, etc. Should a crane be required and direct access not available, additional costs for such will be submitted by a Change Order. 2) Our pricing is based on the ability to perform all of our work with clear, sequential, and continuous access without interruption during normal daytime working hours. We have assumed one mobilization for the installation of foundations, steel and fabric; if additional mobilizations are required, there will be an additional charge. We will require exclusive access to the area for our work during the construction process. 3) Our pricing does not include daily site delays accessing the work areas. USA SHADE will submit a Change Order for any delays caused by other trades which interfere or cause us to stop working. 4) We will require site sanitary facilities and refuse containers by others within 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) Barricades 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 materials as defined by the EPA; (b) moving Owner's property around the installation site; (c) repair or replacement of any Purchaser or Owner -supplied materials; or (d) repair of damage to existing surfaces that may occur when construction equipment and vehicles are being used in the normal course of construction. 8) Pricing for foundation design is based on drilled pier footings. In the event the geotechnical report requires an alternate configuration, any additional costs incurred will be submitted to the client by a Change Order. 9) Digging of our foundations will not be constrained by any existing concrete or utilities. USA SHADE will not be responsible for moving or repairing any underground utility lines such as electrical, telephone, gas, water, or sprinkler lines that may be encountered during installation. 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 they are detailed on as -built site drawings provided to USA SHADE or marked on the ground and communicated to USA SHADE in writing prior to installation. GENERAL TERMS & CONDITIONS AND WARRANTY 1) Proposal: The above proposal is valid for 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 of time between proposals, contracts, and final installation, USA SHADE & Fabric Structures reserves the right to implement this surcharge, when applicable. 2) Purchase: By executing this proposal, or submitting a purchase order pursuant to this proposal (which shall incorporate the terms of this agreement specifically by reference) which is accepted by USA SHADE & Fabric Structures (the "Company"), the purchaser identified above ("you" or the "Purchaser") agrees to purchase Shade Structures brand shade structures ("Structures") and the services to be provided by the Company, as detailed in the "Structure Pricing" and "General Scope of Work" sections of this agreement, above, or in the relevant purchase order accepted by the Company, for use by Purchaser or for installation by Company or Purchaser on behalf of a third -party who will be the ultimate owner of the Structures (the ultimate owner of a Structure, whether Purchaser or a third -party, being the "Owner"). 3) Short Ship Claims: Purchaser has 15 days from receipt of the structures to file a short ship report in writing to its sales representative. Company will not honor claims made after this time. 4) Standard Exclusions: Unless specifically included under the "General Scope of Work" section above, this agreement does not include, and Company will not provide, services, labor, or materials for any of the following work: (a) removal and disposal of any materials containing asbestos or any hazardous materials as defined by the EPA; (b) moving Owner's property around the installation site; (c) repair or replacement of any Purchaser or Owner -supplied materials; (d) repair of concealed underground utilities not located on prints supplied to Company by Owner during the bidding process, or physically 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 NK 383826 TN: 68712 DIR: 1000003533 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21C3 USASHADE Fabric Structures. 5) Bonding Guidelines: If Purchaser will use or provide the Structures and Services for an Owner other than Purchaser (including, without limitation, as a subcontractor of Purchaser), Purchaser will include the following statement in Purchasers contract with Owner: The manufacturers warranty for the Shade Structures brand shade structures is a separate document between USA SHADE & Fabric Structures and the ultimate owner of the Shade Structures brand shade structures, which will be provided to the ultimate owner at the time of completion of the installation and other services to be provided by USA SHADE & Fabric Structures. Due to surety requirements, any performance and/or payment bond will cover only the first year of the USA SHADE & Fabric Structures warranty." 6) Insurance Requirements: Company is not required to provide any insurance coverage in excess of Company's standard insurance. A copy of the Company's standard insurance is available for your review prior to acceptance of the Company's proposal. 7) Payment: Terms of payment are defined in the "Pricing Details" section and are specific to this contract. For purposes of this agreement, "Completion" is defined as being the point at which the Structure is suitable for its intended use, the issue of occupancy consent, or a final building department approval Is issued, whichever occurs first. Progress billing and payment will be required. All payments must be made to Shade Structures, Inc., P.O. Box 734158, Dallas, TX 75373-4158. Company may use all remedies available to it under current laws including, but not limited to, filing of liens against the property and using a collection agency or the courts to secure the collection of the outstanding debt. 8) Lien Releases: Upon request by Owner, Company will issue appropriate partial lien releases as corresponding payments are received from Purchaser, but prior to receiving final payment from Purchaser or Owner. Company will provide a full release of liens upon receipt of final payment. In accordance with state laws, Company reserves the right to place a lien on the property if final payment has not been received 10 days prior,to the filing deadline for liens. 9) Site Plan Approval, Permit/s, Permit Fees, Plans, Engineering Drawings and Surveying: Site plan approval, permits, permit fees, plans, engineering drawings, and surveying are specifically excluded from this agreement and the Services unless specified under the "General Scope of Work". The Company does not in any way warrant or represent that a permit or site plan approval for construction will be obtained. Sealed engineered drawings that are required but not included in the "General Scope of Work" will result in an additional cost to Purchaser. 10) Manufacturing & Delivery: Manufacturing lead-time from Company's receipt of the "Notice To Proceed" is approximately 6 to 8 weeks for standard structures, and 8 to 12 weeks for custom structures. Delivery is approximately 1 week thereafter. Delivery of structures may be prior to or at start of assembly. Please note that these timelines do not include approval or permitting timeframes. 11) Returned Product, Deposits, and/or Cancelled Order: Within the first 45 days after shipment from our facility, all returned product(s) and cancelled orders are subject to a 50% restocking fee. No returns are available following this 45 day period. All deposits are non-refundable. All expenses incurred engineering, site surveys, shipping, handling, etc.) are the responsibility of the Purchaser, up to notice of cancellation. 12) Concealed Conditions: "Concealed conditions" include, without limitation, water, gas, sprinkler, electrical and sewage lines, post tension cables, and steel rebar. This agreement is based solely on observations the Company was able to make either by visual inspection or by drawings and/or plans submitted by Owner at the time this agreement was bid. If additional Concealed Conditions are discovered once work has commenced, which were not visible at the time this proposal was bid, Company will stop work and indicate these unforeseen Concealed Conditions to Purchaser or Owner so that Purchaser and Company can execute a Change Order for any additional work, In any event, any damage caused by or to unforeseen Concealed Conditions is the sole responsibility of the Purchaser and Company shall not be held liable for any such damage. Sail conditions are assumed to be soil that does not contain any water, hard rock (such as limestone, caliche, etc.), rocks larger than 4 inches in diameter, or any other condition that will require additional labor, equipment and/or materials not specified by the Purchaser or Owner in the bidding process. Any condition requiring additional labor, equipment, and/or materials to complete the drilling or concrete operations will require a Change Order before Company will complete the process. Price quotes are based on a drilled pier footing. Any variation will incur additional charges (i.e. spread footings, concrete mat, sand, water, landfill, etc.). Costs for footing and installation do not include any allowance for extending below frost lines (the additional costs for which vary by geographical region). 13) Changes In the Work: During the course of this project, Purchaser may order changes in the work (both additions and deletions). Additionally, an approving agency may require changes in the work from the original design or engineering quoted and provided by the Company (both additions and deletions.) The cost of these changes will be determined by the Company, and a Change Order form must be completed and signed by both the Purchaser and the Company, which will detail the "General Scope of the Change Order". Should any Change Order be essential to the completion of the project, and the Purchaser refuses to authorize such Change Order, then Company will be deemed to have performed its part of the project, and the project and services will be terminated. Upon such termination, Company will submit a final billing to Purchaser for payment, less a labor allowance for work not performed but including additional charges incurred due to the stoppage. No credit will be allowed for materials sold and supplied, which will remain the property of the Purchaser. www.usa-shade.com 800.966-5005 AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR:1000003533 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21C3 USASHADE Fabric Structures. 14) Indemnification: To the fullest extent permitted by law, Purchaser shall indemnify, defend, and hold harmless the Company and its consultants, agents, and employees or any of them from and against claims, damages, losses and expenses, including, but not limited to, attorneys' fees related to the installation of the Structure or performance of the services, provided that such claim, damage, loss, or expense is attributable to bodily injury to, sickness, disease, or death of a person, or to injury to or destruction of tangible property, but only to the extent caused by the negligent acts or omissions of the Purchaser or its agents, employees, or subcontractors, or anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in Section 15. 15) Statement of Limited Warranty: The structural integrity of all supplied steel is warranted for ten years. If assembly is provided by the Company, workmanship of the structure is covered for one year, including labor for the removal of any failed part, disassembly (if necessary), cost of shipping, and reassembly. All steel surface finishes are warranted for one year. Shadesure'", Colourshade' FR, eXtreme 3211, Commercial 95", SaFRshade", and Monotec 370'" fabrics all carry a ten year limited manufacturer's warranty against failure from significant fading, deterioration, breakdown, outdoor heat, cold, or discoloration. Should the fabric need to be replaced under the warranty, the Company will manufacture and ship a new replacement fabric at no charge for the first six years, thereafter pro -rated at 20% per year over the remaining four years. The following are exceptions to the preceding warranty terms: o Shadesure'" fabrics in Red, Yellow, Atomic Orange, Electric Purple, Zesty Lime, Cinnamon, Olive, and Mulberry carry a five year pro -rated o Fabric tops attached to Coolbrella" structures carry a three year warranty; o Individual fabric tops measuring greater than 40' in length are covered by a non -prorated five year warranty; o Precontraint 502"' waterproof membrane is subject to an eight year pro -rated warranty. Sewing thread is warranted for ten years. www.usa-shade.com 800.966.5005 AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR:1000003533 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21C3 USASHADE Fabric Structures. General Limited Warranty Terms and Conditions These limited warranties are effective from the date of sale, or, if assembly is provided by the Company, upon receipt by Company from Purchaser of a completed and signed "Customer Checklist and Sign -off' form. In its sole discretion, the Company will repair and or/replace defective structures, products or workmanship, or refund that portion of the price related to the defective product, labor, or service rendered. The Company reserves the right, in cases where certain fabric colors have been discontinued, to offer the Purchaser or Owner a choice of available alternative colors to replace the warranted fabric. The Company does not guarantee that any particular color will be available for any period of time, and reserves the right to discontinue any color for any reason, without recourse by the Purchaser or Owner of the discontinued fabric color. Should the Purchaser or Owner sell the structures to another party, the warranty cannot be transferred to the new owner without a complete and thorough on-site inspection performed by a Company representative. Please contact the Company at warranty@usa-shade.com for more details, All warranty claims covering Company supplied structures, products, and services must be submitted by Purchaser or Owner in writing to the Company within thirty days from the date of discovery of the alleged defect and must include a detailed description and applicable photographs of the alleged defect or problem. Warranty claims should be submitted by email to warranty@usa-shade.com. Purchaser or Owner agrees that venue for any court action to enforce these limited warranties shall be in the City or County of Dallas in the State of Texas, USA. These limited warranties are void if: o the supplied structures, products, services and/or labor are not paid for in full; o the structures are not assembled in strict compliance with USA SHADE specifications; o any changes, modifications, additions, or attachments are made to the structures in anyway, without prior written approval from the Company, Specifically, no signs, objects, fans, light fixtures, etc. may be hung from the structures, unless specifically engineered by the Company. These limited warranties do not cover defects and/or damages caused by: o normal wear and tear; o misuse, willful or intentional damage, vandalism, contact with chemicals, cuts and Acts of God (i.e. tornado, hurricane, micro/macros burst, earthquake, wildfires, etc.); o ice, snow or wind loads in excess of the designed load parameters engineered for the supplied structures; o use, maintenance, neglect, repair, and/or service inconsistent with the Company's written care and maintenance instructions, provided with the order. The limited warranties explicitly exclude: o workmanship related to assembly not provided by the Company or its agents; o fabric curtains, valances, and flat vertical panels; o fabric tops installed on structures that were not engineered and originally supplied by the Company. THE COMPANY SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, LIQUIDATED, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF REVENUE, PROFIT, USE OR GOODWILL, WHETHER BASED UPON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, ARISING OUT OF A BREACH OF THIS WARRANTY OR IN CONNECTION WITH THE SALE, INSTALLATION, MAINTENANCE, USE, OPERATION OR REPAIR OF ANY PRODUCT OR SERVICE. IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY AMOUNT GREATER THAN THE PURCHASE PRICE FOR ANY PRODUCT OR SERVICE PROVIDED BY THE COMPANY. THE FOREGOING LIMITED WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY FOR THE COMPANY'S PRODUCTS AND SERVICES, AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, IN LAW OR IN FACT. SELLER SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR PURPOSE, AND ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING OR PERFORMANCE OR TRADE USAGE. PURCHASER, BY ACCEPTANCE AND USE OF THIS LIMITED WARRANTY, WAIVES ANY RIGHTS IT WOULD OTHERWISE HAVE TO CLAIM OR ASSERT THAT THIS LIMITED WARRANTY FAILS OF ITS ESSENTIAL PURPOSE. Colourshade • and eXtreme 32'" are registered trademarks of Multiknit Pty. Ltd. Commercial 9S'" and SaFRshade" are registered trademarks of Gale Pacific USA Inc. Monotec 370" is a registered trademark of PRO -KNIT Industries Pry. Ltd. Precontraint 502•" is a registered trademark of Serge Ferrari North America, Inc. www.usa-shade.com 800.966-5005 AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR:1000003533 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21C3 USASHADE Fabric Structures. 16) Assembly/Installation: Company will notify Purchaser of the scheduled assembly date. Owner agrees to have an owner representative meet the assembly crew at the job site on the scheduled assembly date to verify the exact location where the structure(s) is to be placed. labor for the removal, assembly, and/or freight charges will only be covered by Company in instances where the structures supplied and installed by Company are determined by the Company to be defective. In all cases where structures are not installed by Company, all labor for the removal, assembly, and/or freight of the structures will be the Purchaser's responsibility. Installation prices are based on a single mobilization charge. If additional mobilizations are required, there will be additional charges. If the requested services require Company access to Owner's premises, Company will be provided access to the Owner's premises free and clear of debris, automobiles, or other interference Monday — Friday during the hours of 8:00am to 6:00pm, and Company will have access to water and electrical facilities during installation. Additional charges will apply if utilities are not easily accessible. Where applicable, all vehicles will be moved prior to Company's crew beginning any installation. Company will not be responsible for moving or repairing any underground utility lines such as electrical, telephone, gas, water, or sprinkler lines that may be encountered during installation. Any additional costs incurred as a result of hard rock conditions requiring extra equipment, utility removal or repair resulting in delay will result in additional charges unless they are detailed on as -built site drawings provided to Company or marked on the ground and communicated to Company in writing prior to fabrication and installation. 17) Installation/Assembly on-site: Where installation/assembly is part of the services, Purchaser must provide the Company with a detailed drawing prepared by or for the Owner showing exactly where the structures are to be assembled as well as detailing any obstacles or other impediments that may cause the assembly process to be more difficult. Any fixture(s), e.g., playground, pools, etc., that the structures are to be assembled over must also be detailed, along with their peak heights (if applicable). 18) Site/Use Review by Purchaser; Company relies on the Purchaser to determine that the structures ordered are appropriate and safe for the Owners installation site and/or intended use. Company is not responsible for damages or injuries resulting from collisions by moving objects or persons with the structure post(s). Company can recommend, or supply at additional cost, padding for posts from a third party manufacturer. 19) Preparatory Work: Where installation/assembly is part of the services and in the event that the foundation or job site is not suitable or ready for assembly to begin on the scheduled day, a Delay of Order notification must be sent to Company at least 4 working days prior, in order to allow Company to reschedule the project. In the event that Company is not notified and incurs an expense in attempting to execute the assembly, a re -mobilization charge may be charged to Purchaser before Company will reschedule the assembly. 20) Delegation: Subcontractors: The services and the manufacturing and assembly of the structures may be performed by subcontractors under appropriate agreements with the Company. 21) Force Maleure: Impracticability: The Company shall not be charged with any loss or damage for failure or delay in delivering or assembling of the structures when such failure or delay is due to any cause beyond the control of the Company, due to compliance with governmental regulations or orders, or due to any Acts of God, strikes, lockouts, slowdowns, wars, or shortages in transportation, materials or labor. 22) Dispute Resolution: Any controversy or claim arising out of or related to this agreement must be settled by binding arbitration administered in Dallas, TX by a single arbitrator selected by the parties or by the American Arbitration Association, and conducted in accordance with the construction industry arbitration rules. Judgment upon the award may be entered in any court having jurisdiction thereof. 23) Entire Agreement; No Reliance: This agreement represents and contains the entire agreement between the parties. Prior discussion or verbal representations by the parties that are not contained in this agreement are not part of this agreement. Purchaser hereby acknowledges that it has not received or relied upon any statements or representations by Company or its agents which are not expressly stipulated herein, including without limitation any statements as to the structures, warranties, or services provided hereunder. 24) No Third -Party Beneficiaries: This agreement creates no third -party rights or obligations between Company and any other person, including any Owner who is not also a Purchaser. It is understood and agreed that the parties do not intend that any third party should be a beneficiary of this agreement. 25) Governing law: The agreement will be construed and enforced in accordance with the laws of the State of Texas. 26) Assignment: Purchaser may not assign this agreement, by operation of law or otherwise, without the prior written consent of Company. The agreement shall be binding upon and insure to the benefit of the Company and the Purchaser, and their successors and permitted assigns. www.usa•shade.com 800.966.5005 AZ: 289368 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR:1000003533 Docu,Sign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21C3 USASHADE Fabric Structures. Executed to be effective as of the date executed by the Company: NOTE: FOR ANY PURCHASE EQUAL TO OR EXCEEDING $100,000.00 USD, NO WORK, OTHER THAN PRE -WORK, SHALL BE UNDERTAKEN WITHOUT A MUTUALLY ACCEPTABLE AND SIGNED CONSTRUCTION CONTRACT. PURCHASER: City of Lake Elsinore Signatur G _aj Date: 11. (.'::I . c 4 SELLER: Shade Structures, Inc. DBA USA Shade Signature: By: (Print) Title: Date: NOTE: All purchase orders and contracts should be drafted in the name of Shade Structures Inc. www.usa-shade.com 800.966.5005 AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR:1000003533 DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A2lC3 AC CERTIFICATE OF LIABILITY INSURANCE DATE( 0/ ODD22 YY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Risk Services Central, Inc. St . Louis MO Office CONTACT NAME: ac. No. Ext): (866) 283-7122 FAX No ): ( 800) 363-0105 E-MAILADDRESS: 4220 Duncan Avenue suite 401 St Louis MO 63110 USA 977 INSURER(S) AFFORDING COVERAGE NAIC N INSURED INSURER A: Pennsylvania Manufacturers' ASSOC Ins Co 12262 shade Structures, Inc. DBA USA SHADE & FABRIC STRUCTURES INSURER B: James River Insurance Company 12203 INSURER C: 2580 Esters Blvd., Suite 100 DFW Airport, TX 75261 USA INSURER D: INSURER E: PREMISES Eaoccurrance $ 300,000 INSURER F: COVERAGES CERTIFICATE NUMBER: 570096025496 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSHAUDI. LTR TYPE OF INSURANCE INSD SUBHWVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MWDDIYYYY LIMITS X COMMERCIAL GENERAL LIABILITY 977 EACH OCCURRENCE $1,000,000 CLAIMS-MADEX OCCUR PREMISES Eaoccurrance $ 300,000 MED EXP (Any one person) $10,000XXCUnotexcl PERSONAL &ADV INJURY $1,000,000 GEN'LAGGREEGATE LIMIT APPLIES PER: GENERAL AGGREGATE 52,000,000 POLICY PRO - JECT LOC PRODUCTS - COMPlOPAGG $2,000,000 OTHER: A AUTOMOBILE LIABILITY Y Y 152200 06523218 10/01/202210/01/2023 COMBINED SINGLE LIMIT 51,000,000Eaaccident/ BODILY INJURY ( Per person) X ANYAUTO BODILY INJURY (Per accident) OWNED SCHEDULED AUTOS ONLY AUTOS HIRED AUTOS NON -OWNED ONLY AUTOS ONLY PROPERTY DAMAGE Per accident) Collision Deductible $1,000 B UMBRELLALIAB I X I OCCUR Y 000860434 10/01/2022 10/01/2023 EACH OCCURRENCE $5,007000 X EXCESS LAB CLAIMS -MACE EXCe55 Ll ability SIR applies per policy ter n & conditions AGGREGATE 55,000,000 DED X RETENTION A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR! PARTNER; EXECUTIVE N Y 2022750652321 1070172-022 10/01/2023 X PER STATUTE oTH- ER E.L. EACH ACCIDENT 51, 000, 000 OFFICERWEMBER EXCLUDED, Mandatory in NH) N I A E.L. DISEASE -EA EMPLOYEE $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT S1,000,000 DESCRIPTION OF OPERATIONS ! LOCATIONS ! VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The per location aggregate is subject to a policy cap of $10,000,000. The General Liability (ongoing & Completed Operations) and Automobile Liability policies include a blanket Additional Insured endorsement that provides this feature only when there is a written contract with the named insured that requires such status. Umbrella Liability policy is follow form. The General Liability policy is Primary and Non -Contributory. The General Liability, Automobile Liability and workers' Compensation policies include a blanket waiver Of Subrogation endorsement that provides this feature only when there is a written contract with the named insured that requires such status. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Lake Elsinore AUTHORIZED REPRESENTATIVE Y} 521 N. Langstaff Street SEE Lake Elsinore CA 92530 USA 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD d n Mrnv N m 00LOLO OZ d f9 V d U DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A2lC3 AGENCY CUSTOMER ID: 570000052633 LOC #: p ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY Aon Risk services Central, Inc. NAMED INSURED shade structures, Inc. POLICY NUMBER See Certificate Number: 570096025496 CARRIER See Certificate Number: 570096025496 NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, l FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance INSURER(S) AFFORDING COVERAGE NAIC # INSURER SUBR INIA) INSURER POLICY EFFIXA IVI: U.}9'4; 1\I\111)11/p}'1'1') INSURER ITNII'I:S INSURER AUTONIOBILE LIABILITY ADDITIONAL YOLICIIsS If a policy below docs not include limit inforrnation, rcl'cr to the corresponding policy on the ACORD certificate. Form for policy limits. I\SR LTR r}'1'H OF INSCR,\N(:[i UDI. 1NSD SUBR INIA) POLICY NUMBER POLICY EFFIXA IVI: U.}9'4; 1\I\111)11/p}'1'1') POLICY EXPIRATION U:1'flS 0-I\I/DU/YYYY) ITNII'I:S AUTONIOBILE LIABILITY A Y Y 152200 06523216 10/01/2022 10/01/2023 Comprehensiv e Deduct 51,000 ACORD 101 (2000101) G 2006 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21C3 AGENCY CUSTOMER ID: 570000052633 LOC #: Amo ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY Aon Risk Services Central, Inc. NAMEDINSURED shade structures, Inc. POLICY NUMBER see Certificate Number: 570096025496 CARRIER see Certificate Number: 570096025496 tJAIC CODE EFFECTIVE DATE! ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Companies Affording coverage LINE, LINE 0PIIUSINESS DESCRIVI'10N I'UI.IC}' NUMBER POLICY EFFECI'I\'E DATE POLICY EXPIRATION I)ATE CO>IPAN}" NAR, PRI\LVt} YNI FLAG PERCENTAGE, of RISK Excess Liability Coverage 000860434 10/1/2022 10/1/2023 lames River Insurance Company 12203 v 100 General Liability Coverage 000959653 10/1/2022 10/1/2023 lames River Insurance Company 12203 v 100 Business Auto Coverage 152200 06523218 10/1/2022 10/1/2023 Pennsylvania Manufacturers' Assoc Ins Cc 12262 Y 100 workers Compensation 2022750652321 10/1/2022 10/1/2023 Pennsylvania Manufacturers' Assoc Ins CO 12262 Y 100 Tiie Subscribing insurers' obligations tinder contract:.s of insurance Co which they subscribe are several and not joint. and are limited solely to the extent of their individual subscriptions. The subscribing insurers are not responsible for the subscription of any co -subscribing insurer who for any reason does not satisfy all or pare of its obligations. ACORD 101 (2008101) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 6554AC5B-0422-4066-A54E-9CD2E65A21C3 BUSINESS LICENSE This business license is issued for revenue purposes only and does not grant authorization to operate a business. This business license is issued without verification that the holder is subject to or exempted from licensing by the state, county, federal government, or any other governmental agency. I Business Name: SHADE STRUCTURES, INC Business Location: 1085 N MAIN STE C ORANGE, CA 92865 Owner Name(s): CITY OF LAKE ELSINORE Administrative Services - Licensing 130 South Main Street, Lake Elsinore, CA 92530 PH (951) 674-3124 BUSINESS LICENSE NO. 022130 Business Type: GENERAL BUILDING CONTRACTOR Description: INSTALLATION OF FABRIC AND STEEL SHADE STRUCTURES Issue Date: 2/1/2022 Expiration Date: 1/31/2023 SHADE STRUCTURES, INC USA SHADE & FABRIC STRUCTURES PO BOX 3467 COPPELL, TX 75019-9467 Starting January 1, 2021, Assembly Bill 1607 requires the prevention of gender-based discrimination of business establishments. A full notice is available in English or other languages by going to: https://www.dca.ca.gov/publications/ TO BE POSTED IN A CONSPICUOUS PLACE THIS IS YOUR LICENSE • NOT TRANSFERABLE