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AGR-7467 - USA SHADE AND FABRIC STRUCTURESDocuSign Envelope ID: 18EA89E8-FABA-4710-9930-914238D5889D AGR- 7467 D3 CONTRACT [Belmont and La Veta Parks Shade Structures]: THIS CONTRACT (the "Contract") is made and entered into as of February 14 2023 ("Effective Date") by and between the CITY OF ORANGE, a municipal corporation ("City"), and SHADE STRUCTURES, INC., a Delaware corporation, doing business as USA SHADE AND FABRIC STRUCTURES ("Contractor"), who agree as follows. ARTICLE. I Work Performed a. For and in consideration of the payments and agreements hereinafter mentioned, to be made and performed by City, and under the conditions expressed in the two (2) bonds presented to City with this Contract and incorporated herein by this reference, Contractor hereby agrees to and shall do all the work and furnish all the labor, materials, tools and equipment, excluding hydrovac and crane, except. such as are mentioned in the specifications to be. furnished by City to Contractor, necessary to complete in good workmanship and substantial manner the work (the "Work") described in: (1) Contractor's Proposal dated 12/9/22, attached hereto as .Exhibit A. b. Contractor acknowledges the provisions of Chapter 8.28 of the Orange Municipal Code which requires, among other things, that Contractor. utilize .City's exclusive. solid waste hauler for the rental of bins for trash and debris removal and imposes mandatory recycling requirements for self -hauled construction and demolition waste. The terms•and conditionsset forth in this Contract shall control over -any terms and conditions in the Plans and Specifications to the contrary. C. The Work shall be. performed in conformity with the Proposal and all applicable laws, including any and all applicable federal and state .labor laws and standards and applicable prevailing wage requirements . and any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment. d. Unless and., until otherwise .notified in writing by City's Community Services Director, City's Sr. Landscape Coordinator, Nathan Bluhm ("Authorized. City Representative"), shall be the person to whom Contractor will report for the performance of the Work hereunder. It is understood that Contractor's . -performance hereunder shall be under. the direction and supervision of the Authorized City Representative or such other person as City's Community Services Director may designate .from time to time, that Contractor shall coordinate the Work hereunder with the Authorized City Representative to the extent required by the Authorized City Representative, and that all performances. required hereunder by Contractor shall be performed to the satisfaction of the Authorized City Representative or City's Community Services Director. . e. . It is expressly. agreed by and between the parties hereto that should there be any conflict between the terms of this instrument and. Contractor's Bid Proposal, then this instrument DocuSign Envelope ID: 18EA89E8-FABA-4710-9930-914238D5889D shall control and nothing herein shall be considered as an acceptance of the said terms of said Bid Proposal conflicting herewith. ARTICLE 2 Commencement of Work Contractor shall commence the Work provided for in this Contract within fifteen (15) days of the date of the issuance by City of a Notice to Proceed and diligently prosecute completion of the Work within ninety (90) calendar days from date of permit issuance, unless legal extension is granted in accordance with the terms set forth in the Greenbook. Time is of the essence in this Contract. Contractor shall do all things necessary and incidental to the prosecution of Contractor's Work. ARTICLE 3 Compensation a. Contractor agrees to receive and accept an amount not to exceed ONE HUNDRED SIXTY-SIX THOUSAND NINE HUNDRED FORTY-SIX DOLLARS and 37/100 ($166,946.37) as compensation for furnishing all materials and doing all the Work contemplated and embraced in this Contract. Said compensation covers (1) all loss or damage arising out of the nature of the Work, from the acts of the elements; (2) any unforeseen difficulties or obstructions which may arise or be encountered in the prosecution of the Work until its acceptance by City, other than as provided below; (3) all risks of every description connected with the Work; (4) all expenses incurred by or in consequence of the suspension or discontinuance of the Work; and (5) well and faithfully completing the Work, and for the whole thereof, in the manner and according to the Plans and Specifications, and requirements of. the Authorized City Representative under them. Retention amounts shall be withheld from progress payments as required by law unless Contractor provides securities in lieu of retention. b. In addition to the scheduled Work to be performed by the Contractor, .the parties recognize that additional, unforeseen work and services may be required by the Authorized City Representative. In anticipation of such contingencies, the sum of SIXTEEN THOUSAND SIX HUNDRED NINETY-FOUR DOLLARS and 63/100 ($16,694.63) has been added to the total compensation of this Contract. The Authorized City Representative may approve the additional .work and the actual costs incurred by the Contractor in performance of additional work or services in accordance with such amount as the Authorized City Representative and the Contractor may agree upon in advance. Said additional work or services and the amount of compensation therefor, up to the amount of the authorized contingency, shall be memorialized in the form of a Contract Amendment approved by. the City Manager on a form acceptable to the City Attorney. The Contractor agrees to perform only that work or those services that are specifically requested by the Authorized City Representative. Any and all additional work and services performed under this Contract shall be completed in such sequence as to assure their completion as .expeditiously as is consistent with professional skill and care in accordance with a cost estimate or proposal submitted to and approved by the Authorized City Representative prior to the commencement of such Work or services. c. The total amount of compensation under this Contract, including contingencies, shall not exceed ONE HUNDRED EIGHTY-THREE THOUSAND SIX HUNDRED FORTY-ONE DOLLARS and 00/100 ($183,641.00). 2 DocuSign Envelope ID: 18EA89E8-FABA-4710-9930-914238D5889D ARTICLE 4 Licenses Contractor represents that it and any subcontractors it may engage, possess any and all licenses which are required under state or federal law to perform the Workcontemplated by this . Contract and that Contractor and subcontractors shall maintain all appropriate licenses, including a City of Orange business license, at its cost, during the performance of this Contract. ARTICLE 5 Guarantees a. Contractor guarantees the construction and installation of all Work included in the Plans and Specifications for which'Contractor has been awarded this Contract. b. • Should any of the materials or equipment. installed pursuant to this Contract prove defective or should the Work as a whole prove defective, due to faulty equipment, workmanship, materials furnished or methods of installations, or should said Work or any part thereof fail to function properly, as designed, due to any of the above causes within twelve (12) months after the date on which said Work is accepted by City, Contractor shall make repairs and furnish such materials and equipment as are necessary to be furnished and installed within fifteen (15) calendar days after the receipt of a demand from City. C. Said Work will be deemed defective within the meaning of this guarantee in the event that it fails to function as.originally intended either by the Plans and Specifications of this Contract or by the manufacturer(s) of the equipment incorporated into the Work. d. In the event repairs are not made within fifteen (15) calendar days after Contractor's receipt of a demand from City,, City shall have the unqualified option to make any needed repairs or replacements itself or by any other contractor. Contractor shall reimburse City, upon demand; for all expenses incurred in restoring said Work to the condition contemplated in this Contract, including the cost of any equipment or materials replaced. e. It is understood that emergency repairs may, by necessity, be made by City. Therefore, when defective equipment, materials or workmanship result in emergency repairs by City, Contractor shall reimburse City, upon demand; for all expenses incurred. Emergency repairs will be deemed as those repairs determined by City's Director of Community Services to be necessary due to an immediate detriment to the health, safety, welfare or convenience of the residents of City. ARTICLE 6 Water Quality a. The Santa Ana Regional Water Quality Control Board ("RWQCB") has issued National Pollutant Discharge Elimination System ("NPDES") Permit No. R8-2009-0030 (the 'Permit"), which governs storm water and non -storm water discharges resulting from municipal DocuSign Envelope ID: 18EA89E8-FABA-4710-9930-914238D5889D activities performed by City or its contractors. In order to comply with the Permit requirements, the County of Orange has prepared a Drainage Area Management Plan ("DAMP"), containing Model Maintenance Procedures with Best Management Practices (`BMPs") that City and its contractors must adhere to. The Model Maintenance Procedures contain pollution prevention and source control techniques to minimize the impact of those activities upon dry -weather urban runoff, storm water runoff, and receiving water quality. Examples include: wash water from cleaning of sidewalks or parking lots must be collected and disposed of in the sewer or landscaped areas. b. The Permit, the DAMP and the Model Maintenance Procedures are on file in the office of City's Director of Community Services. Contractor hereby acknowledges that it has read, reviewed and understands the Permit, the DAMP and the Model Maintenance Procedures, as they relate to the Work and hereby shall perform the Work in conformance therewith. ARTICLE 7 Independent Contractor; Contractor not Agent 1 a. At all times during the term of this Contract, Contractor shall be an independent contractor and not an employee of City. City shall have the right to control Contractor only insofar as the result of Contractor's services rendered pursuant to this Contract. City shall not have the right to control the means by which Contractor accomplishes services rendered pursuant to this Contract. Contractor shall, at its sole cost and expense, furnish all, facilities, materials and equipment which may be required for furnishing services pursuant to this Contract. Contractor shall be solely responsible for, and, shall indemnify, defend and save City harmless from all matters relating to the payment of its subcontractors, agents and employees, including compliance with social security, withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever. Contractor acknowledges that Contractor and any subcontractors, agents or employees employed by Contractor shall not, under any circumstances, be considered employees of City, and that they shall not be entitled to any of the benefits or rights afforded employees of City, including, but not limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term disability ,or workers' compensation insurance benefits. b. Except as City may specify in writing, Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Contractor shall have no authority, express or implied, to bind City to any obligation whatsoever. ARTICLE 8 Public Work; Prevailing Wage a. The Work which is the subject of this Contract is a "public work," as that term is defined in Section 1720 of the California Labor Code, for which prevailing wages must be paid. To the extent Contractor's employees will perform any work that falls within any of the classifications for which the Department of Labor Relations of the State of California promulgates prevailing wage determinations, Contractor hereby agrees that Contractor, and any subcontractor under it, shall pay not less than the specified prevailing rates of wages to all such workers. The 4 DocuSign Envelope ID: 18EA89E8-FABA-4710-9930-914238D5889D general prevailing wage determinations for crafts can be located on the website of the Department of Industrial Relations (www.dir.ca.gov/DLSR). Additionally, to perform work under this Contract, Contractor must meet all State registration requirements and criteria, including project\ compliance monitoring. b. Attached hereto as Attachment No. 1 and incorporated herein by this reference is a copy of the provisions of Sections 1725.5, 1771, 1771.1, 1771.4, .1775, 1776, 1777.5, 1813 and 1815 of the California Labor Code. Contractor hereby acknowledges that it. has read, reviewed and understands those provisions of the Labor Code and shall prosecute and complete the Work under this Contract in strict compliance with all of those terms and provisions., C. Contractor shall secure the payment of compensation to its employees in accordance with the provisions of Section 3700 of the California Labor Code. Accordingly, and as required by Section 1861 of the California Labor Code, Contractor hereby certifies as follows: "I am aware of the provisions .of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract." d.. Contractor shall indemnify, protect, defend and hold harmless City and its officers, employees, contractors and agents, with counsel reasonably acceptable to City, from and against any and all loss, liability, damage, claim, cost, expense, and/or "increased costs" (including reasonable attorney's fees, court.and litigation costs, and fees of expert witnesses) which result or arise in any way from the noncompliance by Contractor of any applicable local, state and/or federal law, including, without limitation, any applicable federal and/or state labor laws (including, without limitation, the requirement to pay state prevailing wages).. It is agreed by the parties that, in connection with the construction of the Work which is the subject of this Contract, Contractor shall bear all risks of payment or non-payment of state prevailing wages. "Increased costs" as used in this paragraph shall have the meaning ascribed to it in Labor Code Section 1781, as the same may be enacted, adopted or amended from time to time. The foregoing indemnity shall survive termination of this Contract. ARTICLE 9 Equal Employment Opportunity. During the performance of this Contract, Contractor agrees as follows: a. . Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. Contractor shall ensure that applicants are employed and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. Such actions shall include, but not be limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms DocuSign Envelope ID: 18EA89E8-FABA-4710-9930-914238D5889D of compensation and selection for training, including apprenticeship. Contractor shall post in conspicuous places, available to employees and applicants for employment, a notice setting forth provisions of this non-discrimination clause. b. Contractor shall, in all solicitations and advertisements for employees placed by,. or on behalf of Contractor, state that all qualified applicants , will receive consideration for employment without regard to race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. _ C. Contractor shall cause the foregoing paragraphs (a) and (b) to be inserted in all subcontracts for any Work covered by this Contract, provided that the foregoing provisions shall not apply to subcontracts for standard commercial supplies or raw materials. ARTICLE 10 Conflicts of Interest Contractor agrees that it shall not make, participate in the making, or in any way attempt to use its position as a contractor to influence any decision of City in which Contractor knows or has reason to know that Contractor, its officers, partners, or employees have a financial interest as defined in Section 87103 of the Government Code. Contractor further agrees that it shall not be eligible to work as the builder for any project for which the design work is part of this Contract. ARTICLE 11 Indemnity Contractor shall defend, indemnify and hold harmless City and its officers, officials, agents, and employees from and against: a. Any and all claims, liabilities, losses, damages, penalties, costs or expenses (including reasonable attorneys' fees and court costs) which City may directly or indirectly sustain or suffer arising from or as a result of the death of any person or .any accident, injury, loss or damage whatsoever caused to any person or the property: of any person which shall occur on or adjacent to the real property which is the subject of this Contract, or in connection with performance, of this Contract which may be directly or indirectly caused by the acts or omissions of Contractor or its officers, employees, contractors or agents,. -or as a consequence of any use, generation, manufacture; storage, disposal, release or threatened release of a hazardous waste or substance. Contractor shall not be responsible for (and such indemnity shall not apply to) any willful misconduct, negligence or breach of this Contract by City or its officers, officials, agents, and employees. The foregoing indemnity shall survive termination of this Contract. b. Any and all claims under workers' compensation acts and other employee benefit acts with respect to Contractor's employees or Contractor's subcontractor's employees arising out of Contractor's Work under this Contract, including any and all claims under any law pertaining to Contractor's status as an independent contractor. 0 DocuSign Envelope ID: 18EA89E8-FABA-4710-9930-914238D5889D ARTICLE 12 Insurance a. Contractor shall procure and maintain for the duration of this Contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work hereunder and the results of that Work by Contractor, its agents, representatives, employees or subcontractors. Any umbrella liability insurance that is provided as part of the general or automobile liability minimums set forth below shall be maintained for the duration of the Contract. b. Contractor shall maintain the following minimum amount of insurance: the greater of either the limits set forth in (1) through (4), below; or all of the insurance coverage and/or limits carried by or available to Contractor. (1) General Liability $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. (2) Automobile Liability $1,000,000 per accident for bodily injury and property damage. (3) Workers' Compensation as required by the State of California. (4) Employer's Liability. $1,000,000 per accident for bodily injury or disease. C. Any insurance proceeds in excess of or broader than the minimum required coverage and/or mimmum required limits which are applicable to a given loss shall be available to City. No representation is made that the minimum insurance requirements of this Contract are sufficient to cover the obligations of Contractor under this Contract. d. Any deductibles or self -insured retentions must be declared to and approved by .City. At the option of City, either: the insurer shall reduce or eliminate such deductibles or self - insured retentions with respect to City, its officers, officials, agents and employees; or Contractor shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claim administration, and defense expenses. e. Each policy of general liability and automotive liability insurance shall contain, or be endorsed to contain, the following provisions: (1) City, its officers, officials, agents, and employees are declared to be additional insureds under the terms of the policy, with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of Contractor (any auto), and with respect to 7 DocuSign Envelope ID: 18EA89E8-FABA-4710-9930-914238D5889D liability arising out of Work or operations performed by or on behalf of Contractor, including materials, parts or equipment furnished in connection with such Work or. operations. A policy endorsement to that effect shall be provided to City along with the certificate of insurance.. In lieu of an endorsement, City will accept a copy of the policy(ies) which evidences that City is an additional insured as a contracting party.' The minimum coverage required by Subsection 12.b,. above, shall apply to City as an additional insured. (2) For any claims related to this Contract, Contractor's insurance coverage shall be primary insurance with respect to City, its officers, officials, agents and employees. Any insurance or self-insurance maintained by City, its officers, officials, agents and employees shall . be excess of Contractor's insurance and shall not contribute with it. (3) Coverage shall not be canceled, except after thirty (30) days' prior written. notice has been provided to City. f. Contractor shall. furnish 'City with original certificates of insurance and endorsements effecting coverage required by this Article 12. The endorsements shall be on forms acceptable to City. All certificates and endorsements are to be received and approved by City before the Work commences. However, failure to do so shall not operate as a waiver of these insurance requirements. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the: coverage required by these specifications at any time. g. All insurance procured and maintained by Contractor shall be issued by insurers admitted to conduct the pertinent line of insurance business in California and having a rating of Grade A. or better and Class VIi or better by the latest edition of Best Key Rating Guide. h. Contractor shall immediately notify City if any required insurance lapses or is otherwise modified and cease performance of this Contract unless otherwise directed by City. In such a case, City may procure insurance or self -insure the risk and charge Contractor for such costs . and any and all damages resulting therefrom by way of set-off from any sums owed Contractor.. . i. Contractor agrees that in the event of loss due to, any of the perils for which it has agreed to provide insurance, Contractor shall look solely to its insurance for recovery. Contractor hereby grants to City, on behalf of any insurer providing insurance to either Contractor or City with respect to the services of Contractor herein, a waiver of any right to.subrogation which any such insurer may acquire against, City by virtue of the payment of any loss under such insurance.. The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor.of City for all Work performed by Contractor, its employees, agents and subcontractors. Contractor shall obtain any other endorsement that may be necessary to effect .this waiver of subrogation. j. Contractor shall require and verify that all subcontractors maintain insurance meeting all of the requirements stated herein. DocuSign Envelope ID: 18EA89E8-FABA-4710-9930-914238D5889D ARTICLE 13 Termination City, acting through its City Manager or designee, reserves the right to terminate this Contract for any reason by giving five (5) days' written notice of intent to terminate to Contractor. Upon receipt of notice, Contractor shall immediately cease work, unless the notice -provides otherwise. Should City terminate this Contract, City shall pay Contractor for services satisfactorily provided and all allowable reimbursements incurred to the date of termination in compliance with this Contract, unless such termination shall be for cause, in which event City may withhold any disputed compensation. City shall not be liable for any claim of lost profits. ARTICLE 14 Maintenance and Inspection of Records In accordance with generally accepted accounting principles, Contractor and its subcontractors shall maintain reasonably full and complete books, documents, papers, accounting records and other information (collectively, .the "records") pertaining to the costs of and completion of services performed under this Contract. During the term of this Contract and for a per of three (3) years after termination or completion of this Contract, City shall have the right to inspect and/or audit Contractor's records pertaining to the performance of this Contract at Contractor's office. Contractor shall make available all such records for inspection or audit at its offices during normal business hours and upon three (3) days' notice from City, and copies thereof shall be furnished if requested. ARTICLE 15 Compliance with Laws a. Contractor shall be knowledgeable of and comply with all local, state and federal laws pertaining to the subject matter hereof or in any way regulating the activities undertaken by Contractor or any subcontractor hereunder. b. Contractor represents and warrants that it: (1) Has complied and shall at all times during the term of this Contract comply, in all respects, with all immigration laws, regulations, statutes, rules, codes, and orders, including, without limitation, the Immigration Reform and Control Act of 1986 (IRCA); and (2) Has not and will not knowingly employ any individual to perform services under this Contract who is ineligible to work in the United States or under the terms of this Contract; and (3) Has properly maintained, and shall at all times during the term of this Contract properly maintain, all related employment documentation records including, without limitation, the completion and maintenance of the Form I-9 for each of Contractor's employees; and a DocuSign Envelope ID: 18EA89E8-FABA-4710-9930-914238D5889D (4) Has responded, and shall at all times during the term of this Contract respond, in a timely fashion to any government inspection requests relating to immigration law compliance and/or. Form I-9 compliance and/or worksite enforcement by the Department • of Homeland Security, the Department of Labor, or the Social Security Administration. C. Contractor shall require all subcontractors and/or,subconsultants to make the same representations and warranties required by this Article 15 when hired to perform services under this Contract. d. Contractor shall, upon request of City, provide a list of all employees working under this Contract and shall provide, to the reasonable satisfaction of City, verification that all such employees are eligible to work in the United States. All .costs associated with such verification shall be borne by Contractor. Once such request has been made, Contractor may not change employees working under this Contract without written notice to City, accompanied by the verification required herein for such employees. Contractor shall require all subcontractors and/or sub -consultants to make the same verification when hired to perform services under this Contract. e. If Contractor, or a subcontractor or subconsultant, knowingly employs an employee providing Work under this Contract who is not authorized to work in the United States, and/or fails to follow federal laws to determine the status of such employee, such shall constitute a material breach of this Contract and may be cause for immediate termination of this Contract by City. f. Contractor shall indemnify and hold City, its officials and employees harmless for, of and from any loss, including but not limited to fines, penalties and corrective measures, City may sustain by reason of Contractor's failure to comply with said laws, rules and regulations in connection with the performance of this Contract. ARTICLE 16 Governing Law and Venue This Contract shall be construed in accordance with and governed by the laws of the State of California and Contractor shall submit to the jurisdiction of California courts. Venue for any dispute arising under this Contract shall be in Orange County, California. ARTICLE 17 Integration and Amendment a. This Contract constitutes the entire agreement of the parties. No other agreement, oral or written, pertaining to 'the Work to be performed under this Contract shall be of any force or effect unless it is in writing and signed by both parties. Any Work performed which is inconsistent with or in violation of the provisions of this Contract shall not be compensated. b. Amendments to this Contract must be in writing and signed by both parties. The City Manager is authorized to execute amendments to this Contract up to the amounts specified in Chapter 3.08 of the Orange Municipal Code.. 10 DocuSign Envelope ID: 18EA89E8-FABA-4710-9930-914238D5889D ARTICLE 18 Notice Except as otherwise provided herein, all notices required under this Contract shall be in writing and delivered personally, by e-mail, or by first class mail, postage prepaid, to each party at the address listed below. Either party may change the notice address by notifying the other party in writing. Notices shall be deemed received upon receipt of same or within three (3) days of deposit in the U.S. Mail, whichever is earlier. Notices sent by e-mail shall be deemed received on the date of the e-mail transmission. "CONTRACTOR" "CITY" Shade Structures, Inc. City of Orange 1085 N. Main Street, Suite C. 300 E. Chapman Avenue Orange, CA 92867 Orange, CA 92866-1591 Attn: Ben Cover Attn: Nathan Bluhm Telephone: 949-466-4413 Telephone: 714-532-6491 E-Mail: bcover@usa-shade.com E-Mail: nbluhm@cityoforange.org ARTICLE 19 Claim Resolution City and Contractor agree that the . claim resolution process applicable to any claim by Contractor in connection with the Work provided herein shall. be subject to the procedures set forth in California Public Contract Code Section 9204, attached hereto as' Attachment No. 2, and incorporated herein by this reference. ARTICLE 20 Counterparts This Contract may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one. and the same instrument. Signatures transmitted via facsimile and electronic mail shall have the same effect as original signatures. [Remainder of page intentionally left blank; signatures on next page] 11 DocuSign Envelope ID: 18EA89E8-FABA-4710-9930-914238D5889D CONTRACT, BONDS AND INSURANCE APPROVED BY: DocuSigned by: Mary E. Binning, City Attorney "CITY" CITY OF ORANGE, a municipal corporation DocuSigned by: VAt4jt t F. By: �la�t,v -- wpup;7N104 Daniel R. Slater Mayor of the City of Orange ATTEST: DocuSignedby: u'" 3MW' (hDeputy for Pamela Coleman, City Clerk . "CONTRACTOR" SHADE STRUCTURE, INC.; a Delaware corporation, doing business as USA SHADE AND FABRIC STRUCTURES DocuSigned by: [Note: Signature of Chairman of the By: �y Board, President or Vice President is Printed Name: required] Title: Sr Vice President F ,,,occu.Signed by: [Note: Signature of Secretary, Assistant By: "" :1 ga Secretary, Chief Financial Officer or Printed Name: Assistant Treasurer is also required] Title: 4 12 DocuSign Envelope ID: 18EA89E8-FABA-4710-9930-914238D5889D ATTACHMENT NO. 1 CALIFORNIA LABOR CODE SECTIONS 1725.5, 1771, 1771.19 1771.4, 1775, 1776, 1777.5, 1813 and 1815 Section 1725.5. Registration of contractors; mandatory registration; qualifications and application; fees; exempt contractors A contractor shall be registered pursuant to this section to be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any public work contract that is subject to the requirements of this chapter. For the purposes of this section, "contractor" includes a subcontractor as defined by Section 1722.1. (a) To qualify for registration under this section, a contractor shall do all of the following: . (1)(A) Register with the Department of Industrial Relations in the manner prescribed by the department and pay an initial nonrefundable application fee of four hundred dollars ($400) to qualify for registration. under this section and an annual renewal fee on or before July 1 of each year thereafter. The annual renewal fee shall be in a uniform amount set by the Director of Industrial Relations, and the initial registration and renewal fees may be adjusted no more than annually by the director to support the costs specified in Section 1771.3. (B) Beginning June 1, 2019, a contractor may register or renew according to this subdivision in annual increments up to three years from the date of registration. Contractors who wish to do so will be required to prepay the applicable nonrefundable application or renewal fees to qualify for the number of years for which they wish to preregister. (2) Provide evidence, disclosures, or releases as are necessary to establish all of the following: (A) Workers' compensation coverage that meets the requirements of Division 4 (commencing with Section 3200) and includes sufficient coverage for any worker whom the contractor employs to perform work that is subject to prevailing wage requirements other than a contractor who is separately registered under this section. Coverage may be evidenced by a current and valid certificate of workers' compensation insurance or certification of self-insurance required under Section 7125 of the Business and Professions Code. (B) If applicable, the contractor is licensed in accordance with Chapter 9 (commencing with Section 7000) of the Business and Professions Code. (C) The contractor does not have any delinquent liability to an employee or the state for any assessment of back wages or related damages, interest, fines, or penalties pursuant to any final judgment, order, or determination by a court or any federal, state, or local administrative agency, including a confirmed arbitration award. However, for purposes of this paragraph, the contractor shall not be disqualified for any judgment, order, or determination that is under appeal, provided that the contractor has secured the payment of any amount eventually found due through a bond or other appropriate means. (D) The contractor is not currently debarred under Section 1777.1 or under any other federal or state law providing for the debarment of contractors from public works. (E.) The contractor has not bid on a public works contract, been listed in a bid proposal, or engaged in the performance of a contract for public works without being lawfully registered in accordance with this section, within the preceding 12 months or since the effective date of the requirements set forth in subdivision (e), whichever is earlier. If a contractor is found to be in violation of the requirements of this paragraph, the period of disqualification shall be waived if both of the following are true: Attachment No. 1 Page 1 of 13 DocuSign Envelope ID: 18EA89E8-FABA-4710-9930-914238D5889D (i) The contractor has not previously been found to be in violation of the requirements of this paragraph within the preceding 12 months. (ii) The contractor pays an additional nonrefundable penalty registration! fee of two thousand dollars ($2,000). (b) Fees received pursuant to this section shall be deposited in the State Public Works Enforcement Fund established by Section 1771.3 and shall be used only for the purposes specified in that section. (c) A contractor who fails to pay the renewal fee required under paragraph (1) of subdivision (a) on or before the expiration of any prior period of registration shall be prohibited from bidding on or engaging in the performance of any contract for public work until once again registered pursuant to this section. If the failure to pay the renewal fee was inadvertent, the contractor may renew its registration retroactively by paying an additional nonrefundable penalty renewal fee equal to the amount of the renewal fee within 90 days of the due date of the renewal fee. (d) If, after a body awarding a contract accepts the contractor's bid or awards the contract, the work covered by the bid or contract is determined to be a public work to which Section 1771 applies, either as the result of a determination by the director pursuant to Section 1773.5 or a court decision, the requirements of this section shall not apply, subject to the following requirements: (1) The body that awarded the contract failed, in the bid specification or in the contract documents, to identify as a public work that portion of the work that the determination or decision subsequently classifies as a public work. (2) Within 20 days following service of notice on the awarding body of a determination by the Director of Industrial Relations pursuant to Section 1773.5 or a decision by a cournhat the contract was for public work as defined in this chapter, the contractor and any subcontractors are registered under this section or are replaced by a contractor or subcontractors who are registered under this section. (3) The requirements of this section shall apply prospectively only to any subsequent bid, bid proposal, contract, or work performed after the awarding body is served with notice of the determination or decision referred to in paragraph (2). (e) The requirements of this section shall apply to any bid proposal submitted on or after March 1, 2015, to any contract for public work, as defined in this chapter, executed on or after April 1, 2015, and to any work performed under a contract for public work on or after January 1, 2018, regardless of when the contract for public work was executed. (f) This section does not apply to work performed on a public works project of twenty-five thousand dollars ($25,000) or less when the project is for construction; alteration, demolition, installation, or repair work or to work performed on a public works project of fifteen thousand dollars ($15,000) or less when the project is for maintenance work. Section.17-71. Payment of general'prevailing rate Except for public works projects of one thousand dollars ($1,000) or less, not less than the general prevailing rate of per diem wages for work of a similar character in the locality, in which the public work is performed, and not less than the general prevailing rate of per diem wages for holiday and overtime work fixed as provided in this chapter, shall be paid to all workers employed on public works. This section is applicable only to work performed under contract, and is not applicable to work carried out by a public agency with its own forces. This section is applicable tocontracts let for maintenance work. Attachment No. 1 Page 2 of 13 DocuSign Envelope ID: 18EA89E8-FABA-4710-9930-914238D5889D Section 1771.1. Registration as a contractor or subcontractor required prior to bid submission; exceptions; violations; penalties (a) A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless. currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a_violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164.or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded. (b) Notice of the requirement described in subdivision (a) shall be included in all bid invitations and public works contracts, and a bid shall not be accepted nor any contract or subcontract entered into without proof of the contractor or subcontractor's current registration to perform public work pursuant to Section 1725.5. (c) An inadvertent error in listing a subcontractor who is.not'registered pursuant to Section 1725.5 in a bid proposal shall not be grounds for filing a bid protest or grounds for considering the bid nonresponsive, provided that any of the following apply: (1) The subcontractor is registered prior to the bid opening. (2) Within 24 hours after the bid opening, the subcontractor is registered and has paid the penalty registration fee specified in subparagraph .(E) of paragraph (2) of subdivision (a) of Section 1725.5. (3) The subcontractor is replaced by another registered subcontractor pursuant to Section 4107 of the Public Contract Code. (d) Failure by a subcontractor to be registered to perform public work as required by subdivision (a) shall be grounds under Section 4107 of the Public Contract Code for the contractor, with the consent of the awarding authority, to substitute a subcontractor who is registered to perform public work pursuant to Section 1725.5 in place of the unregistered subcontractor. (e) The department shall maintain on its Internet Web site a list of contractors who are currently registered to perform public work pursuant to Section 1725.5. (f) A contract entered into with any contractor or subcontractor in violation of subdivision (a) shall be subject to cancellation, provided that a contract for public work shall not be unlawful, void, or voidable solely due to the .failure of the awarding body, contractor, or any subcontractor to comply with the requirements of Section 1725.5 or this section. (g) If the Labor Commissioner or his or her designee determines that a contractor or subcontractor engaged in the performance of any public work contract without having been registered in accordance with this section, the contractor or subcontractor shall forfeit, as a civil penalty to the state, one hundred dollars ($100) for each day of work performed in violation of the registration requirement, not to exceed an aggregate penalty of eight thousand dollars ($8,000) in addition to any penalty registration fee assessed pursuant to clause (ii) of subparagraph (E) of paragraph (2) of subdivision (a) of Section 1725.5. (h)(1) In addition to, or in lieu of, any other penalty or sanction authorized pursuant to this chapter, a higher tiered public works contractor or subcontractor who is found. to have entered into, a subcontract with an unregistered lower tier subcontractor to perform any public work in violation of the requirements of Section 1725.5 or this section shall be subject to forfeiture, as a civil penalty to the state, of one hundred dollars ($100) Attachment No.. 1 Page 3 of 13 DocuSlgn Envelope ID: 18EA89E8-FABA-4710-9930-914238D5889D for each day the unregistered lower tier subcontractor performs work in violation of the registration requirement, not to exceed an aggregate penalty of ten thousand dollars ($10,000). (2) The Labor Commissioner shall use the same standards specified in subparagraph (A) of paragraph (2) of subdivision. (a) of Section 1775 when determining the severity of the violation and what penalty to assess, and may waive the penalty for a first time violation that was unintentional and did not hinder the Labor Commissioner's ability to monitor and enforce compliance with the requirements of this chapter. (3) A higher tiered public works contractor or subcontractor shall not be liable for penalties assessed pursuant to paragraph (1) if the lower tier subcontractor's performance is in violation of the requirements of Section 1725.5 due to the revocation of a previously approved registration.. (4) A subcontractor shall not be liable for any penalties assessed against a higher tiered public works contractor or subcontractor pursuant to paragraph (1). A . higher tiered public works contractor or subcontractor.. may not require a lower tiered subcontractor to indemnify or otherwise be liable for any penalties pursuant to paragraph (1). (i) The Labor Commissioner or his or her designee shall issue a civil wage and penalty assessment, in accordance with the provisions of Section 17411 upon determination of penalties pursuant to subdivision (g) and subparagraph (B) of paragraph (1) of subdivision (h). Review of a civil wage and penalty assessment issued under this subdivision may be requested in accordance with the provisions of Section 1742. The regulations of the Director of Industrial Relations, which govern proceedings for review of civil wage and penalty assessments and the withholding of contract payments under Article 1 ' (commencing with Section 1720) and Article 2 (commencing with Section 1770), shall apply. 0)(1) Where a contractor or subcontractor engages in the performance of any public work contract without having been registered in. violation of the requirements of Section 1725.5 or this section, the Labor Commissioner shall issue and serve a stop order prohibiting the use of the unregistered contractor or the unregistered subcontractor on all public works until the unregistered contractor or unregistered subcontractor is registered. The stop order shall not apply to work by registered contractors or subcontractors on the public work. (2) A stop order may be personally served upon the contractor or subcontractor by either of the following methods: (A) Manual delivery of the order to the contractor or subcontractor personally. (B) 'Leaving signed copies of the order with the person who is apparently in charge at the site of the public work and by thereafter mailing copies of the order by first class mail, postage prepaid to the contractor or subcontractor at one of the following: (i) The address of the contractor or subcontractor on file with either the Secretary of State or the Contractors' State License Board. (ii) If the contractor or subcontractor has no address on file with the Secretary of State or the Contractors' State License Board; the address of the site of the public work. (3) The stop order shall be effective immediately upon service and shall be subject to appeal by the party contracting with the unregistered contractor or subcontractor, by the unregistered contractor or subcontractor, or both. The appeal, hearing,, and any further review of the hearing decision shall be governed by the procedures, time limits, and other requirements specified in subdivision (a) of Section 238.1. Attachment No. 1 Page 4 of 13 DocuSign Envelope ID: 18EA89E8-FABA-4710-9930-914238D5889D (4) Any employee of an unregistered contractor or subcontractor who is affected by a work stoppage ordered by the commissioner pursuant to this subdivision shall be paid at his or her regular hourly prevailing wage rate by that employer for any hours the employee would have worked but for the work stoppage, not to exceed 10 days. (k) Failure of a contractor or subcontractor, owner, director, officer, or managing agent of the contractor or subcontractor to observe a stop order, issued and served upon him. or her pursuant to subdivision 0) is guilty of a misdemeanor punishable by imprisonment in county jail not exceeding 60 days or by a fine not exceeding ten thousand dollars ($10,000), or both. (1) This section shall apply to any bid proposal submitted on or after March 1, 2015, and any contract for public work entered into on or after April 1, 2015. This section shall also apply to the performance of any public work, as defined in this chapter, on or after January 1, 2018, regardless of when the contract for public work was entered. (m) Penalties received pursuant to this section shall be deposited in the State Public Works Enforcement Fund established,by Section 1771.3 and shall be used only for the purposes specified in that section. (n) This section shall not apply to work performed on a public works project of twenty-five thousand dollars ($25,000) or less when the project is for construction, alteration, demolition, installation, or repair work or to . work performed on a public works project of fifteen thousand dollars ($15,000) or less when the project is for . maintenance work. Section 1771.4. Additional requirements when bidding and awarding public works contracts (a) All of the following are applicable to all public works projects. that are otherwise subject to the requirements of this chapter: (1) The call for bids and contract documents shall specify that the project is subject to -compliance monitoring and enforcement by the Department of Industrial Relations. (2) The awarding body shall post or require the prime contractor to post job site notices, as prescribed by regulation. (3) Each contractor and subcontractor shall furnish the records specified in Section 1776 directly to the Labor Commissioner, in the following manner: (A) At least monthly or more frequently if specified in the contract with the awarding body. (B) In a format prescribed by the Labor Commissioner. (4) If the contractor or subcontractor is not registered pursuant to Section 1725.5 and is performing work on a project for which registration is not required because of subdivision (f) of Section 1725.5, the unregistered contractor or subcontractor is not required to furnish the records specified in Section 1776 directly to the Labor Commissioner but shall retain the records specified in Section 1776for at least three years after completion of the work. (5) The department shall undertake those activities it deems necessary to monitor and enforce compliance with prevailing wage requirements. Attachment No. 1 Page 5 of 13 DocuSign Envelope ID: 18EA89E8-FABA-4710-9930-914238D5889D (b) The Labor Commissioner may exempt a public works project from compliance with all or part of the requirements of subdivision (a) if either of the following occurs: (1) The awarding body has enforced an approved labor compliance program, as defined in Section 1771.5, on all public works projects under its authority, except those deemed exempt pursuant to subdivision (a) of Section 1771.5, continuously since December 31, 2011. (2) The awarding body has entered into a collective bargaining agreement that binds all contractors performing work on the project and that includes a mechanism for resolving disputes about the payment of wages. (c) The requirements of paragraph (1) of subdivision (a) shall only apply to contracts for public works projects awarded on or after January 1, 2015. (d) The requirements of paragraph (3) of subdivision (a) shall apply to all contracts for public work, whether new or ongoing, on or after January 1, 2016. Section 1775. Penalties for violations (a)(1) The contractor and any subcontractor under the contractor shall, as a penalty to the state or political subdivision on whose behalf the contract is made or awarded, forfeit not more than two hundred dollars ($200) for each calendar day, 'or portion thereof, for each worker paid less than the prevailing wage rates as determined by the director for the work or craft in which the worker is employed for any public work done under the contract by the contractor or, except as provided in subdivision (b), by any subcontractor under the contractor. (2)(A) The amount of the penalty shall be determined by the Labor Commissioner based on consideration of both of the following: (i), Whether the failure of the contractor or subcontractor to pay the correct rate of per diem wages was a good faith mistake and, if so, the error was promptly and voluntarily corrected when brought to the attentionof the contractor or subcontractor. (ii) Whether the contractor or subcontractor has a prior record of failing to meet its prevailing wage obligations. (B)(i) The penalty may not be less than forty dollars ($40) for each calendar day, or portion thereof; for each worker paid less than the prevailing wage rate, unless the failure of the contractor or subcontractor to pay_ the correct rate of per diem wages was a good faith mistake and, if so, the error was promptly and voluntarily corrected when brought to the attention of the contractor or subcontractor. (ii) The penalty may not be less than eighty dollars ($80) for each calendar day, or portion thereof, for each worker paid less than the prevailing wage rate, if the contractor or subcontractor has been assessed penalties within the previous three years for failing to meet its prevailing wage obligations on a separate contract, unless those penalties were subsequently withdrawn or overturned. (iii) The penalty may not be less than one hundred twenty dollars ($120) for each calendar day, or portion thereof, for each worker paid less than the prevailing wage rate, if the Labor Commissioner determines that the violation was willful, as defined in subdivision (c) of Section 1777.1. (C) If the amount due under this section is collected from the contractor or subcontractor, any outstanding wage claim under Chapter 1 (commencing with Section 1720) of Part 7 of Division 2 against that contractor Attachment No. 1 Page 6 of 13 DocuSign Envelope ID: 18EA89E8-FABA-4710-9930-914238D5889D or subcontractor shall be satisfied before applying that amount to the penalty imposed on that contractor or subcontractor pursuant to this section. (D)' The determination of the Labor Commissioner as to the amount of the penalty shall be reviewable only for abuse of discretion. (E) The difference between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by the -contractor or subcontractor, and the body awarding the contract shall cause to be inserted in the contract a stipulation that this section will be complied with. (b) If a worker employed by a subcontractor on a public works project is not paid the general prevailing rate of per diem wages by the subcontractor, the prime contractor of the project is not liable for any penalties under. subdivision (a) unless the prime contractor had knowledge of that failure of the.' subcontractor to pay the specified prevailing rate of wages to those workers or unless the prime contractor fails to comply with all of the following requirements: (1) The contract executed between the contractor and the subcontractor for the performance of work on the public works project shall include a copy of the provisions of this section and Sections 1771, 1776, 1777.5, 1813, and 1815. (2) The contractor shall monitor the payment of the specified general prevailing rate of per diem wages by the subcontractor to the employees, by periodic review of the certified payroll records of the subcontractor. (3) Upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages, the contractor shall diligently take corrective action to halt or rectify the failure, including, but not limited to, retaining sufficient funds due the subcontractor for work performed on the public works project. (4) Prior to making final payment to the subcontractor for work performed on the public works project, the contractor shall obtain an affidavit signed under penalty of perjury from the subcontractor that the subcontractor has paid the specified general prevailing rate of per diem wages to his or her employees on the public works project and any amounts due pursuant to Section 1813. (c) The Division of Labor Standards Enforcement shall notify the contractor on a public works project within 15 days of the receipt by the Division of Labor Standards Enforcement of a complaint of the failure of a subcontractor on that public works project to pay workers the general prevailing rate of per diem wages. Section 1776. Payroll records; retention; inspection; redacted information; agencies entitled to receive nonredacted copies of certified. records; noncompliance penalties; rules (a) Each contractor and subcontractor shall keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by him or her in connection with the public work. Each payroll record shall contain or be verified by a written declaration that it is made under penalty -of perjury, stating both of the following: (1) The information contained in the payroll record is true and correct. (2) The employer has complied with the requirements of Sections 1771, 1811, and 1815 for any work performed by his or her employees on the public works project. Attachment No. 1 Page 7 of 13 DocuSign Envelope ID: 18EA89E8-FABA-4710-9930-914238D5889D (b) The payrollrecords enumerated under subdivision (a) shall be certified and shall be available for inspection at all reasonable hours at the principal`office of the contractor on the following basis: (1) A certified copy of an employee's payroll record shall be made available for inspection or furnished to the employee or his or her authorized representative on request. (2) A certified copy of all payroll records enumerated in subdivision.(a) shall be made available for inspection or furnished upon request to a representative of the body awarding the contract and the Division of Labor Standards Enforcement of the Department of Industrial Relations. (3) A certified copy of all payroll records enumerated in subdivision (a) shall be made available upon request by the public for inspection or for copies thereof. However, a request by the public shall be made through either the body awarding the contract or the Division of Labor Standards Enforcement. If the requested payroll records have not been provided pursuant to paragraph (2), the requesting party shall, prior to being provided the records, reimburse the costs of preparation by the contractor, subcontractors, and the entity through which the request was made. The public may not be given access - to the records at the principal office of the contractor. (c) Unless required to be furnished directly to the Labor Commissioner in accordance with paragraph (3) of subdivision (a) of Section 1771.4, the certified payroll records shall be on forms provided by the Division of Labor Standards Enforcement or shall contain the same information as the forms provided by the division. The payroll records may consist of printouts of payroll data that are maintained as computer records, if the printouts contain the same information as the forms provided by the division and the printouts are verified in the manner specified in subdivision (a). (d) A contractor or subcontractor shall file a certified copy of the records enumerated in subdivision (a) with the entity that requested the records within 10 days after receipt of a written request. (e) Except as provided in subdivision (f), any copy of records made available for inspection as copies and furnished upon request to the public or any public agency by the awarding body or the Division of Labor Standards Enforcement shall be marked or obliterated to prevent disclosure of an individual's name, address, and social security number. The name and address of the contractor awarded the contract or the subcontractor performing the contract shall not be marked or obliterated. Any copy of records made available for inspection by, or furnished to, a multiemployer Taft -Hartley trust fund (29 U.S.C. Sec. 186(c)(5)) that requests the records for the purposes of allocating contributions to participants shall be marked or obliterated only to prevent disclosure of an individual's full social security number, but shall provide the .last four digits of the social. security number. Any copy of records ,made available for inspection by, or furnished to,, a joint labor- management committee established pursuant to the federal Labor Management Cooperation Act of 1978 (29 U.S.C. Sec. 175a) shall be marked or obliterated only to prevent disclosure of an individual's social security number. (f)(1) Notwithstanding any other provision of law, agencies that are included in the Joint Enforcement Strike Force on the Underground Economy established pursuant to Section, 329 of the Unemployment Insurance Code and other law enforcement agencies investigating violations of law shall, upon request, be provided nonredacted copies of certified payroll records. Any copies of records or certified payroll made available for inspection and furnished upon request to the public by an agency included in the Joint Enforcement Strike Force on the Underground Economy or to a law enforcement agency investigating a violation of law shall be marked or redacted to prevent disclosure of an individual's name, address, and social security number. Attachment No. 1 Page 8 of 13 DocuSign Envelope ID: 18EA89E8-FABA-4710-9930-914238D5889D (2) An employer shall not be liable for damages in a civil action for any reasonable act or omission taken in good faith in compliance with this subdivision. (g) The contractor shall inform the body awarding the contract of the location of the records enumerated under subdivision (a), including the street address, city, and county, and shall, within five working days, provide a notice of a change of location and address. (h) The contractor or subcontractor has 10 days in which to comply subsequent to receipt of a written notice requesting the records enumerated in subdivision (a). In the event that the contractor or subcontractor fails to comply within the 10-day period, he or she shall, as a penalty to the state or political subdivision on whose behalf the contract is made or awarded, forfeit one hundred dollars ($100) for each calendar day, or portion thereof, for each worker,, until strict compliance is effectuated. Upon the request of the Division of Labor Standards Enforcement, these penalties shall be withheld from progress payments then due. A contractor is not subject to a penalty assessment pursuant to this section due to. the failure of a subcontractor to comply with this section. (i) The body awarding the contract shall cause to be inserted in the contract stipulations to effectuate this section. 0) The director shall adopt rules consistent with the California Public Records Act (Chapter 3.5 (commencing with Section 6250) of Division 7 of Title 1 of the Government Code) and the Information Practices Act of 1977 (Title 1.8 (commencing with Section 1798) of Part 4 of Division 3 of the Civil Code) governing the release of these records, including the establishment of reasonable .fees to be charged for reproducing copies of records required by this section. Section 1.777.5.., Employment of registered apprentices; wages; standards; number; apprenticeable craft or trade; exemptions; contributions; compliance program (a)(1) This chapter does not prevent the employment upon public works of properly registered apprentices who are active participants in an approved apprenticeship program. (2) For purposes of this chapter, "apprenticeship program" means a program under the jurisdiction of the California Apprenticeship Council established pursuant to Section 3070. (b)(1) Every apprentice employed upon public works .shall be paid the prevailing rate of per diem wages for apprentices in the trade to which he or she is registered and shall be employed only at the work of the craft or trade to which he or she is registered. . (2) Unless otherwise provided by a collective bargaining agreement, when a contractor requests the dispatch of an apprentice pursuant to this section to perform work on a public works project and requires the apprentice to fill out an application or undergo testing, training, an examination, or other preemployment process as a condition of employment, the apprentice shall be paid for the time spent on the required preemployment activity, including travel time to and from the required activity, if any, at the prevailing rate of per diem wages for apprentices in the trade to which he or she is registered. Unless otherwise provided by a collective bargaining agreement, a contractor is not required to compensate an apprentice for the time spent on preemployment activities if the apprentice is required to take a preemployment drug or alcohol test and he or she fails to pass that test. (c) Only apprentices, as defined in Section 3077, who are in training under apprenticeship standards that have been approved by the Chief of the Division of Apprenticeship Standards and who are parties to written Attachment No. 1 Page 9 of 13 DocuSign Envelope ID: 18EA89E8-FABA-4710-9930-914238D5889D apprentice agreements under Chapter 4 (commencing with Section 3070) of Division 3 are eligible to be employed at the apprentice wage rate on public works. The employment and training of each apprentice shall be in accordance with either of the following: (1) The apprenticeship standards and apprentice agreements under which he or she is training. (2) The rules and regulations of the California Apprenticeship Council. (d) If the contractor to whom the contract is awarded by the state or any political subdivision, in performing any of the work under the contract, employs.workers in any apprenticeable craft, or trade, the, contractor shall employ apprentices in at least the ratio set forth in this section and may apply to any apprenticeship program in the craft or trade that can provide apprentices to the site of the public work for a certificate approving the contractor under the apprenticeship standards for the employment and training of apprentices in the area or industry affected. However, the decision of the apprenticeship program to approve or deny a certificate shall be subject to review by the Administrator of Apprenticeship. The apprenticeship program or programs, upon approving the contractor, shall, arrange for the dispatch of apprentices to the contractor. A contractor covered by an apprenticeship program's standards shall not be required to submit any additional application in order to include additional public works contracts under that program. "Apprenticeable craft or trade," as used in this section, means a craft or trade determined as an apprenticeable occupation in accordance with rules and regulations prescribed by the California Apprenticeship Council. As used in this section, "contractor" includes any subcontractor under a contractor who performs any public works not excluded by subdivision (o)• (e) Before commencing work on a contract for public. works, every contractor shall submit contract award information to an applicable apprenticeship program that can supply apprentices to the site of the public work. The information submitted shall include an estimate of journeyman hours to be performed under the contract, the number of apprentices proposed to be employed, and the approximate dates the apprentices would be employed. A copy of this information shall also be submitted to the awarding body, if -requested by the awarding body. Within 60 days after concluding work on the contract, each contractor and subcontractor shall submit to the awarding body, if requested, and to the apprenticeship program a verified statement of the journeyman and apprentice hours performed on the contract. The information under this subdivision shall be public. The apprenticeship programs shall retain this information for 12 months. (f) The apprenticeship program supplying apprentices to the area of the site of the public work shall ensure equal employment and affirmative action in apprenticeship for women and minorities. (g) The ratio of work performed by apprentices to journeymen employed in a particular craft or trade on the public work may be no higher than the ratio stipulated in the apprenticeship standards under which the apprenticeship program operates if the contractor agrees to be bound by. those standards. However, except as otherwise provided in this section, in no case shall the ratio be less than one hour of apprentice work -for every five hours of journeyman work. (h) This ratio of apprentice work to journeyman work shall apply during any day or portion of a day when any journeyman is employed at the jobsite and shall be computed on the basis of the hours worked during the day by journeymen so employed. Any work performed by a, journeyman in excess of eight hours per day or 40 hours per week shall not be used to calculate the ratio. The contractor shall employ apprentices for the number of hours computed as above before the end of the contract or, in the case of a subcontractor, before the end of the subcontract. However, the contractor shall endeavor, to the greatest extent possible, to employ apprentices during the same time period that the journeymen in the same craft or trade are employed at the jobsite. When an Hourly apprenticeship ratio is not feasible for a particular craft or trade, the Administrator Attachment No. 1 Page 10 of 13 DocuSign Envelope ID: 18EA89E8-FABA-4710-9930-914238D5889D of Apprenticeship, upon application of an apprenticeship program, may order a minimum ratio of not less than one apprentice for each five journeymen in a craft or trade classification. (i) A contractor covered by this section who has agreed to be covered by an apprenticeship program's standards upon the issuance of the approval certificate,. or who has been previously approved for an apprenticeship program in the craft or trade, shall employ the number of apprentices or the ratio of apprentices to journeymen stipulated in the applicable apprenticeship standards, but in no event less than the 1-to-5 ratio required by subdivision (g). 0) Upon proper showing by a contractor that he or she employs apprentices in a particular craft or trade in the state on all of his or her contracts on an annual average of not less than one hour of apprentice work for every five hours of labor performed by journeymen, the Administrator of Apprenticeship may grant a certificate exempting the contractor from,the 1-to-5 hourly ratio, as set forth in this section for that craft or trade. (k) An apprenticeship program has the discretion to grant to a participating contractor or contractor association a certificate, which shall be subject to the approval of the Administrator of Apprenticeship, exempting the contractor from the 1-to-5 ratio set forth in this section when it finds that any one of the following conditions is met: (1) Unemployment for the previous three-month period in the area exceeds an average of 15 percent. (2) The number of apprentices in training in the area exceeds a ratio of 1 to 5. (3) There is a showing that the apprenticeable craft or trade is replacing at least one -thirtieth of its journeymen annually through apprenticeship training, either on a statewide basis or on a local basis. (4) Assignment of an apprentice to any work performed under a public works contract would create a condition that would jeopardize his or her life or the life, safety, or property of fellow employees or the public at large, or the specific task to which the apprentice is to be assigned is of a nature that training cannot be provided by a journeyman. (1) If an exemption is granted pursuant to subdivision (k) to an organization that represents contractors in a specific trade from the 1-to-5 ratio on a local or statewide basis, the member contractors shall not be required to submit individual applications for approval to local joint apprenticeship committees, if they are already covered by the local apprenticeship standards. (m)(1) A contractor to whom a contract is awarded, who, in performing any of the work under the contract, employs journeymen or apprentices in any apprenticeable craft or trade shall contribute to the California Apprenticeship Council the same amount that the director determines, is the prevailing amount of apprenticeship training contributions in the area of the public works site. A contractor may take as a credit for payments to the council any amounts paid by the contractor to an approved apprenticeship program that can supply apprentices to the site of the public works project. The contractor may add the amount of the contributions in computing his or her bid for the contract. (2)(A) At the conclusion of the 2002-03 fiscal year and each fiscal year thereafter, the California Apprenticeship Council shall distribute training contributions received by the council under this subdivision, less the expenses of the Department of Industrial Relations for administering this subdivision, by making grants to approved apprenticeship programs for the purpose of training apprentices. The grant funds shall be distributed as follows: Attachment No, Page 11 of 13 DocuSign Envelope ID: 18EA89E8-FABA-4710-9930-914238D5889D (i) If there is an approved multiemployer apprenticeship program serving the same craft or trade and geographic area for which the training contributions were made to the council, a grant to that program shall be made. (ii) If there are two or more approved multiemployer apprenticeship programs serving the same craft or trade and county for which the training contributions were made to the council, the grant shall be divided among those programs based on the number of apprentices from that county registered in. each program. (iii) All training contributions not distributed under clauses (i) and (ii) shall be used to defray. the future expenses of the Department of Industrial Relations for the administration and enforcement of apprenticeship and preapprenticeship standards and requirements under this code. (B) An apprenticeship program. shall only be eligible to receive grant funds pursuant to this subdivision if the apprenticeship program agrees, prior to the receipt of any grant funds, to keep adequate records that document the expenditure of grant funds and to make all records available to the Department of Industrial Relations so that, the Department of Industrial Relations. is able to verify that grant funds were used solely for training apprentices. For purposes of this subparagraph, adequate records include, but are not limited to, invoices, receipts, and canceled checks that account for the expenditure of grant funds. This subparagraph shall not be deemed to require an apprenticeship program to provide the Department of Industrial Relations with more documentation than is necessary to verify the appropriate expenditure of grant funds made pursuant to this subdivision. (C) The Department of Industrial Relations shall verify that grants made pursuant to this subdivision are used solely to fund training apprentices. If an apprenticeship program is unable to demonstrate how grant funds are expended or if an apprenticeship program is found to be using grant funds for purposes other than training apprentices, then the apprenticeship program shall not be eligible to receive any future grant pursuant to this subdivision and the Department of Industrial Relations may initiate the process to rescind the registration of the apprenticeship program. (3) All training contributions received pursuant to this subdivision shall be deposited in the Apprenticeship Training Contribution Fund, which is hereby created in the State Treasury. Upon appropriation by the Legislature, all moneys in the Apprenticeship Training Contribution Fund shall be used for the purpose of carrying out this subdivision and to pay the expenses of the Department of Industrial Relations. (n) The body awarding the contract shall cause to be inserted in the contract stipulations to effectuate this section. The stipulations shall fix the responsibility of compliance with this section for all apprenticeable occupations with the prime contractor. (o) This section does not_ apply to contracts of general contractors or -to contracts of specialty contractors not bidding for work through a general or prime contractor when the contracts of general contractors or those specialty contractors involve less than thirty thousand dollars ($30,000). (p) An awarding body that implements an approved labor compliance program in accordance with subdivision (b) of Section 1771.5 may, with the approval of the director, assist in the enforcement of this section under the terms and conditions prescribed by the director. Section 1813. Forfeiture for violations; contract stipulation; report of violations The contractor or subcontractor shall, as a penalty to the state or political subdivision on whose behalf the contract is made or awarded, forfeit twenty- five dollars ($25) for each worker employed in the execution of Attachment No. 1 Page 12 of 13 DocuSign Envelope ID: 18EA89E8-FABA-4710-9930-914238D5889D the contract by the respective contractor or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours .in any one calendar day and 40 hours in any one calendar week in violation of the provisions of this article. In awarding any contract for public - work, the awarding body shall cause to be inserted in the contract a stipulation to this effect. The awarding body shall, take cognizance of all violations of this article committed in the course of the execution of the contract, and shall report them to the Division of Labor Standards Enforcement. Section 1815. Overtime Notwithstanding the provisions of Sections 1810 to 1814, inclusive, of this code, and notwithstanding any stipulation inserted in any contract pursuant to the requirements of said sections, work performed by employees of contractors in excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon public work upon compensation for all. hours worked in excess of 8 hours per day at not less than 1 %Z times the basic rate of pay. Attachment No. 1 Page 13 of 13 DocuSign Envelope ID: 18EA89E8-FABA-4710-9930-914238D5889D ATTACHMENT NO.2 CALIFORNIA PUBLIC CONTRACT CODE SECTION 9204 Section 9204. Legislative findings and declarations regarding timely and complete payment of contractors for public works projects; claims process (Eff: January 1, 2017) (a) The Legislature finds and declares that it is in the best interests of the state and its citizens to ensure that all construction business performed on a public works project in the state that is complete and not in dispute is paid in full and in a timely manner. (b) Notwithstanding any other law, including, but not limited to, Article 7.1(commencing with Section 10240) of Chapter'1 of Part 2, Chapter 10 (commencing with Section 19100) of Part 2, and Article 1.5 (commencing with Section 20104) of Chapter 1 of Part 3, this section shall apply to any claim by a contractor in connection with a public works project. (c) For purposes of this section: (1) "Claim" means a separate demand by a contractor sent by registered mail or certified mail with return receipt requested, for one or more of the following: (A) A time extension, including; without limitation, for relief from damages or penalties for delay assessed by a public entity under a contract for a public works project. (B) Payment by the public entity of money or damages arising from work done by, or on behalf of, the contractor pursuant to the contract for a public works project and payment for which is not otherwise expressly provided or to which the claimant is not otherwise entitled. (C) Payment of an amount that is disputed by the public entity. (2) "Contractor" means any type of contractor within the meaning of Chapter 9 (commencing with Section 7000) of Division 3 of the Business and Professions Code who has entered into a direct contract with- a public entity for a public works project. (3)(A) "Public entity" means, without limitation, except as provided in subparagraph (B), a state agency, department, office, division, bureau, board, or commission, the California State University, the University of California, a city, including a charter city, county, including a charter county, city and county, including a charter city and county, district, special district, public authority, political subdivision, public corporation, or nonprofit transit corporation wholly owned by a public agency and formed to carry out the purposes of the public agency. (B) "Public entity" shall not include the following: (i) The Department of Water Resources as to any project under the jurisdiction of that department. (ii) The Department of Transportation as to any project under the jurisdiction of that department. (iii) The Department of Parks and Recreation as to any project under the jurisdiction of that department. (iv) The Department of Corrections and Rehabilitation with respect to any project under its jurisdiction. pursuant to Chapter 11 (commencing with Section 7000) of Title 7 of Part 3 of the Penal Code. Attachment No. 2 Page 1 of 3 DocuSign Envelope ID: 18EA89E8-FABA-4710-9930-914238D5889D (v) The Military Department as to any project under the jurisdiction of that department. (vi) The Department of General Services as to all other projects, (vii) The High -Speed Rail Authority. (4) "Public works project" means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. (5) "Subcontractor" means any type of contractor, within the meaning of Chapter 9 (commencing with Section 7000) of Division 3 of the Business and Professions Code who either is in' direct contract with a contractor or is a lower tier subcontractor. (d)(1)(A) Upon receipt of,a claim pursuant to this section, the public entity to which the claim applies shall conduct a reasonable review of the claim and, within a period not to exceed 45 days, shall provide the claimant a written statement identifying what portion of the claim is disputed and what portion is undisputed. Upon receipt of a claim, a public entity and a contractor may, by mutual agreement, extend the time period provided in this subdivision. (B) The claimant shall furnish reasonable documentation to support the claim. (C) If the public entity needs approval from its governing body to provide the claimant a written statement identifying the disputed portion and the undisputed portion of the claim, and the governing body does not meet within the 45 days or within the mutually agreed to extension of time following receipt of a claim sent by registered mail or certified mail, return receipt requested, the public entity shall. have up to three .days following the next duly publicly noticed meeting: of the governing body after the 45-day period, or extension, expires to provide the claimant a written statement. identifying the disputed portion and the undisputed portion. (D) Any payment due'on an undisputed portion of the claim shall be processed and made within 60 days after the public entity issues its. written,statement. If the public entity fails to issue a written statement, paragraph (3) shall apply. (2)(A) If the claimant disputes the public entity's written response, or if the public entity fails to respond to a claim issued pursuant to this section ;within the time prescribed, the claimant may demand in writing an informal conference to meet and confer for settlement of the issues in dispute. Upon receipt, of a demand in writing sent by registered mail or certified mail, return receipt requested, the public entity shall schedule a meet and confer conference within 30 days for settlement of the dispute. (B) Within-10 business days following the conclusion of the meet and confer conference, if the claim or any portion of the claim remains in dispute, the public entity. shall provide the claimant a written statement identifying the portion of the claim that remains in dispute, and the portion that is undisputed. Any payment due on an undisputed portion of the claim shall be processed and made within 60 days after the public entity issues its written statement. Any disputed portion of the claim, as identified by the contractor in writing, shall be submitted to nonbinding mediation,_ with the public entity and the claimant sharing the associated costs equally. The public entity and claimant shall mutually agree to a mediator within 10 business days afterlhhe disputed portion of the claim has been identified in writing.. If the parties cannot agree upon a mediator, each party shall select a mediator and those mediators shall select a qualified neutral third party to mediate with regard to the disputed portion of the claim. Each party shall bear the fees and costs charged by its respective mediator in connection with the selection of the, neutral mediator. If mediation is unsuccessful, the parts of the claim remaining in dispute shall be subject to applicable procedures outside this section. Attachment No. 2 Page 2 of 3 DocuSign Envelope ID: 18EA89E8-FABA-4710-9930-914238D5889D (C) For purposes of this section, mediation includes any nonbinding process, including, but not limited to, neutral evaluation or a dispute review board, in which an independent third party or board assists the parties in dispute resolution through negotiation or by issuance of an evaluation. Any mediation utilized shall conform to the timeframes in this section. (D) Unless otherwise agreed to by the public entity and the contractor in writing, the mediation conducted pursuant to this section shall excuse any further obligation under Section 20104.4 to mediate after litigation has been commenced. (E) This . section does not preclude a public entity from requiring arbitration of disputes under private arbitration or the Public Works Contract Arbitration Program, if mediation under this section does not resolve the parties' dispute. (3) Failure by the public entity to respond to a claim from a contractor within the time periods described in this subdivision or to otherwise meet the time requirements of this section shall result in the claim being deemed rejected in its entirety. A claim that is denied by reason of the public entity's failure to have responded to a claim, or its failure to otherwise meet the time requirements of this section, shall not constitute an adverse finding with regard to the merits of the claim or the responsibility or qualifications of the claimant. (4) Amounts not paid in a timely manner as required by this section shall bear interest at 7 percent per annum. (5) If a subcontractor or a lower tier subcontractor lacks legal standing to assert a claim against a public entity because privity of contract does not exist, the contractor may present to the public entity a claim on behalf of a subcontractor or lower tier subcontractor. A subcontractor may request in writing, either on their own behalf or on behalf of a lower tier subcontractor, that the contractor present a claim for work which was performed by the subcontractor or by a lower tier subcontractor on behalf of the subcontractor. The subcontractor requesting that the claim be presented to the public entity shall furnish reasonable documentation to support the claim. Within 45 days of receipt of this written request, the contractor shall notify the subcontractor. in writing as to whether .the contractor presented the claim to the public entity and, if the original contractor did not present the claim, provide the subcontractor with a statement of the -reasons for not having done so. (e) The text of this section or a summary of it shall be set forth in the plans or specifications for any public works project that may give rise to a claim under this section. (f) A waiver of the rights granted by this section is void and contrary to public policy, provided, however, that (1) upon receipt of a claim, the parties may mutually agree to waive, in writing, mediation and proceed directly to the commencement of a civil action or binding arbitration, as applicable; and (2) a public entity may prescribe reasonable change order, claim, and dispute resolution procedures and requirements in addition to the provisions of this section, so long as the contractual provisions do not conflict with or otherwise impair the timeframes and procedures set forth in this section. (g) This section applies to contracts entered into on or after January 1, 2017. (h) Nothing in this section shall impose liability upon a public entity that makes loans or grants available through a competitive application process, for the failure of an awardee to meet its contractual obligations. (i) This section shall remain in effect only until January 1, 2027, and as of that date is repealed, unless a later enacted statute, that is enacted before January 1, 2027, deletes or extends that date. Attachment No. 2 Page 3 of 3 DocuSign Envelope ID: 18EA89E8-FABA-4710-9930-914238D5889D Exhibit A: 1 o USASHADE & Fabric St ructur®sue Belmont Park 121912022 Pricing valid for 15 days This Proposal is written in accordance with the Sourcewell Purchasing Agreement Supplier Name= PlayPower, Inc. Contract Number 010521-LTS Proposal Prepared For: City of Orange 300..E Chapman Ave Orange, CA 92866 AZ:289388 CA:9894.58 LA:61718 NV:78724 NM:383826 TN:68712 DIR:1000003533 DocuSign Envelope ID: 18EA89E8-FABA-4710-9930-914238D5889D USASHADE & Fabric Structuress Exhibit A: 2 of 20 Proposal for USA SHADE & Fabric Structures Date: 12/9/2022 Project Purchaser: City of Orange Contact: Nathan Bluhm Sales Rep: Ben Cover Project Name: Belmont Park Phone: 714-532-6491 Phone: 949-466-4413 Quote No: BC120922B Email: nbluhm@cityoforange.orl; Email: ben.cover@usa-shade.com PO No: Fax: Fax: Billing Information: City of Orange .. . .n: SOUTHERN CALIFORNIA Jobsite Information: Belmont Park 300 E Chapman Ave 1085 N Main St Suite C 4536 E Via Escola Ave Orange Orange Orange CA CA CA 92866 92867 92867 Contact: Nathan Bluhm Contact: Ben Cover Contact: Nathan Bluhm Phone 714-532-6491 Phone 949-466-4413 Phone 714-532-6491 Email: nbluhm@cityoforange.org Email: ben.cover@usa-shade.com Email: nbluhm@cityoforan -or 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: 1BEA89E8-FABA-4710-9930-914238D5889D Exhibit A: 3 of 20 C If �AV HAD E \ FabiI(G :structures, 'fr Structure Pricing UNIT IMAGE Structure UNIT DETAILS Unit Quantity: 1 1 Foundations By USA Shade Unit Type: Mariner Peak Grout Installation Not Applicable Structure Size: 35 x 40 Footing Type: Drilled Pier USA Shade Model Number 407. 2 Base Attachment: PIH - Embed Entry Height: 13 Anchor Bolts: N/A No of Columns: 4 Concrete Cutting: Not Included No.of Fabric Tops: 4 Dirt Removal: Included Fabric Type: COlourshade FR Surface Type: Dirt Fabric Color: TBD 0181 Steel Finish: Powder Coated Custom Size Mariner Peak Steel Color: TBD Electrical Provisions: cable/HDw Finish: N/A Galvanized See Page 4 Concept No: I Unit Quantity: 1 Foundations By USA Shade Unit Type: Single Post Pyramid Cantilever Grout Installation Other Structure Size: 20 x 20 Footing Type: Drilled Pier USA Shade Model Number 124.1 Base Attachment: PIH - Embed Entry Height: 12 Anchor Bolts: N/A No of Columns: 1 Concrete Cutting: Not Included No of Fabric Tops: 1 Dirt Removal: Included Fabric Type: COlourshade FR Surface Type: Dirt Fabric Color: TBD $8,787.00 + $103.00= $8,890.00 Steel Finish: Powder Coated Steel Color: TBD Electrical Provisions: N/A See Page 4 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: 18EA89E8-FABA-4710-9930-914238D5889D SAS HAD E & Fabric Structures Exhibit A 1 1 Mariner Peak- Custom Size 35 x 40 x 13 $35,164. 1 Single Post Pyramid Cantilever 20 x 20 x 12 $8,890.( Sourcewell Discount 10%-$4,405., $39,648. PAYMENT TERMS: (1) Upon execution of the Agreement (Deposit) PO (2) Upon delivery of Unit(s) (3) Upon completion of assembly/installation 100% (4) Other (specify): NOTES: Pricing Terms above subject to cre approval USA SHADE reserves the right to implement a surcharge for significant increases in raw materials, including the folio not limited to: fuel; steel , fabric, and concrete. Proposal pricing is only valid for 15 days to the fluctuation in pricing recent significant increases experienced in raw steel and fabric materials, it may be necessary to order, invoice, and payments for steel and fabric as soon as final sizing can be determined. ❑� EXCLUDED INCLUSIONS• ENGINEERING .. REQUIREMENTSINCLUDED Isealed Drawings & Calculations Q EXCLUDED ❑ INSTALLATION, Prevailing Wage / Certified Payroll ❑ Q Permit Submittal ❑ Q. Union Wages ❑ 7 _ Permit.Fee ❑✓ ❑ Fencing ❑ Q DSA.Submittal & Fees ❑ Q water and Electrical Q ❑ Design and Engineering of Structure ❑ Q Landscape Repair ❑✓ ❑ Design and Engineering of Foundation ❑ ❑✓ Demolition (Existing Structures) ❑ ❑� Reactions and Loads for attachment to Walls, Rooftops, or Other ❑ FYI Payment and Performance Bonds DocuSign Envelope ID: 18EA89E8-FABA-4710-9930-914238D5889D - Exhibit A: 5 of 20 USASHADE & Fabric : ,tguctares. 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 willleave 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. wrww.usa-shade.com 800.966.5005 A7• 000100 PA - OQQAGQ . I A - R1710 nni• 7077n KIV-7077n KIRA- 4QQQ%Z TAI• G0717 rMD• 1n1)nnn1GZ 1 DocuSign Envelope ID: 18EA89E8-FABA-4710-9930-914238D5889D i} Exhibit A: 6 of 20 UASHADE A & Fabric. tvuctulreis, 5) Bonding Guidelines: If Purchaser will use or provide the Structures and Services for an Owner other than Purchaser (including, without JImitation, 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 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). 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 A7. 70o200 rrA•.os?onra I A• p1710 nni• 7077n nn/•7077n KIRA•'20100r TAI• R0717 nID• 1N1M11Zr24 DocuSign Envelope ID: 18EA89E8-FABA-4710-9930-914238D5889D Exhibit A: 7 of 20 UASADE & Falblric S:tructulres• 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 321"°, Commercial 95T"; SaFRshadeTM 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 Shadesurd— 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 502TM 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 A7•')00'4QQ rA• oaoarQ I A - R1710 Kill• 7077n AIv7077A Ai11A- 40407R Tnl- IZO717 KID- 4nnnnn,=z,2"a DocuSign Envelope ID: 1BEA89EB-FABA-4710-9930-914238D5889D Exhibit A: 8 of 20 U SAS HAD E 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,waeranty@usa-shade.com for more details. • All warranty claims covering Company gupplied 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 951" and SaFRshade'"' are registered trademarks of Gale Pacific USA Inc. Monotec 370'" is a registered trademark of PRO -KNIT Industries Pty. Ltd. Precontraint 502TM is a registered trademark of Serge Ferrari North America, Inc. www.usa-shade.com 800.966.5005 A7•')0o1aa rrA• oannra I A• G174Q Kilb.7077n nni.7070n KIRA-'2RQR7L2 Tnr• a0747 rAID. 'Innnnn4G44 DocuSign Envelope ID: 18EA89E8-FABA-4710-9930-914238D5889D i•. . - 1 16) Assembly/Installation: U ASHADE & Fabric StructurosE, Exhibit A: 9 of 20 • 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 Companv's crew beginning anv 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 Companv. 21) Force Maieure: 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 A7• 000100 !'A• QQQAFQ I A - r1740 niv 7077A nn/•7077A nlen-'1Q1Q'Up TAI- R0717 nID• 1M0N14G44 DocuSign Envelope ID: 18EA89E8-FABA4710-9930-914238D5889D Exhibit A: 10 of 20 & Falb4ic SAruc'ture,s, 27) Electronic Signatures. Each party agrees that the electronic signatures of the parties to this Agreement, whether digital or,encrypted, including but not limited to the use of a typed name, are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including but not limited to typed or email electronic signatures. i Executed to be effective as of the date executed by the Company: f NOTE: FOR ANY PURCHASE EQUAL TO OR EXCEEDING $100,000.00 USD, NO WORK, OTHER THAN PRE -WORK, SHALL BE UNDERTAKEN WITHOUT A MUTUALLY ACCEPTABLE AND SIGNED CONSTRUCTION CONTRACT. PURCHASER: SELLER: City of Orange Shade Structures, Inc. DBA USA Shade Signature: Signature: By: (Print) By: (brint) Title: Title: Date:. Date: NOTE: All purchase orders and contracts should be drafted in the name. of Shade. Structures, Inc. DocuSign Envelope ID: 18EA89E8-FABA4710-9930-914238D5889D Exhibit A: 10 of 20 & Falb4ic Struoture,s, 27) Electronic Signatures. Each party agrees that the electronic signatures of the parties to this Agreement, whether digital or,encrypted, including but not limited to the use of a typed name, are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including but not limited to typed or email electronic signatures. i Executed to be effective as of the date executed by the Company: f NOTE: FOR ANY PURCHASE EQUAL TO OR EXCEEDING $100,000.00 USD, NO WORK, OTHER THAN PRE -WORK, SHALL BE UNDERTAKEN 1AII71.In11T A MI ITI IA11 V APPCDTADI C AAI11 CIGNCII f ANCTDI IPTIAIU rnBITDArT - www.usa-shade.com 800.966.5005 A7- 000100 rA• oQonra I A- a4710 K11h 7077n nn1-7a77n KIRA-'201009 TAI• r0717 n1D• innnnn4G124 DocuSign Envelope ID: 18EA89E8-FABA-4710-9930-914238D5889D .. Exhibit A: 1 USASHADE & Fabric Structures, La Veta Park 12/9/2022 Pricing valid for 15 days This Proposal.is written in accordance with the Sourcewell Purchasing Agreement Supplier Name= PlayPower, Inc. Contract Number 010S21-LTS Proposal Prepared For: City of Orange 300 E Chapman Ave Orange, CA 92866 AZ:289388 CA:989458 LA:61718 NV:78724 NM:383826 TN:68712 DIR:1000003533 DocuSign Envelope ID: 18EA89E8-FABA-4710-9930-914238D5889D IJSASHADE & Fabric Structures, Exhibit A: 12 of 20 Proposal for USA SHADE_& Fabric Structures Date: 12/9/2022 Project Information: Purchaser: City of Orange Contact: Nathan Bluhm Sales Rep: Sales Information: Ben Cover Project Name: La Veta Park Phone: 714-532-6491 Phone: 949-466-4413 . Quote No: BC1209I22A Email: nbluhm@ cityoforange.org Email: ben.cover@usa-shade.com PO No: Fax: Fax: Billing Information: City of Orange .. . .n: SOUTHERN CALIFORNIA Jobsite Information: La Veta Park 300 E Chapman Ave 1085 N Main St Suite C 3705 E La Veta Ave Orange Orange Orange CA CA CA 92866 92867 92867 Contact: Nathan Bluhm Contact: Ben Cover Contact:. Nathan Bluhm Phone 714-532-6491 Phone 949-466-4413 Phone 714-532-6491 Email: nbluhm@cityoforange.org Email: ben.cover@usa-shade.com Email: nbluhm@cityoforan -Om Fax: Fax: Fax: CORPORATE ADDRESS: MAILING ADDRESS: 2580 Esters Blvd., Suite 100 P.O. Box 3467 DFW Airport, TX 75261 Coppel, TX 75019 SOUTHERN CALIFORNIA: NORTHERN CALIFORNIA: ARIZONA: 1085 N. Main Street, Suite C 927 Enterprise Way, Suite A 2452 W. Birchwood Ave, Suite 112 Orange, CA 92867 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 IA:61718 NV:78724 NV:78724 NM:383826 TIN: 68712 DIR 1000003533 DocuSign Envelope ID: 1BEA89E8-FABA-4710-9930-914238D5889D P,,. Exhibit A: 13 of 20 is UAE Allk Fabric Structullr®s, Structure Pricing UNIT IMAGE t I UNIT DETAILSStructure Unit Quantity: I 1 Foundations By USA Shade Unit Type: Custom Size Hip Grout Installation Not Applicable Structure Size: 37 x 37 Footing Type: Drilled Pier USA Shade Model Number Base Attachment: PIH - Embed Entry Height: 12 Anchor Bolts: N/A No of Columns: 4 Concrete Cutting: Not Included No of Fabric Tops: 1 Dirt Removal: Included Fabric Type: Colourshade FR Surface Type: Dirt Fabric Color: TBD • Steel Finish: Powder Coated SteeLColor: TBD &I IN Lei Electrical Provisions: NSA See page 4 Cable/HDW Finish: Galvanized. , Concept No: www.usa-shade.com 800-966-5005 AZ:289388 CA:989458 LA:61718 NV:78124 NV:78724 NM:383826 TN:68712 DIR:1000003533 DocuSign Envelope ID: 18EA89E8-FABA-4710-9930-914238D5889D SAS HAD E & Fabrlc Structures. Exhib PAYMENT TERMS: (1) Upon execution of the Agreement (Deposit) K (2) Upon delivery of Unit(s) (3). Upon completion of assembly/installation In F (4) Other (specify): Pricing Terms above Ion fio c approval USA SHADE reserves the right to implement a surcharge for significant increases in raw materials, including the follow limited to: fuel, steel, fabric, and concrete. Proposal pricing is only valid for 15 days due to the fluctuation in pricing. DI significant increases experienced in raw steel and fabric materials, it may be necessary to order, invoice, and receive pi steel and fabric as soon as final sizing can be determined. INCLUDED V EXCLUDED ❑ INCLUSIONS• ENGINEERING REQUIREMENTS Sealed Drawings & Calculations INCLUDED ❑ EXCLUDED Q INSTALLATION MISCELI-j Prevailing Wage /.Certified Payroll ❑ ❑� Permit Submittal Union Wages ❑ ❑✓ Permit Fee ❑ Fencing ❑ V DSA Submittal & Fees ❑ Q water and Electrical ❑✓ ❑ Design and Engineering of Structure ❑ Q Landscape Repair. Q ❑ Design and Engineering of Foundation ❑ . Q Demolition (Existing Structures) ❑ El Reactions and Loads for attachment to Walls, Rooftops, or other ❑ 121 Payment and Performance Bonds DocuSign Envelope ID: 18EA89EB-FABA-4710-9930-914238D5889D USASHADE Exhibit A: 15 of 20 & 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 A7. 000100 IA- oanAIZO I A• 1i171A nni• 7R77n nni•707')n KIRA• 10100E TAI• CZ0717 r-,ID• InAn n2922 DocuSign Envelope ID: 18EA89EB-FABA11710-9930-91423BD5889D Exhibit A: 16 of 20 U�"HAD E 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 undercurrent 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 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. 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 Purchaserrefuses 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 A7- 00MOO rrA• oQaARQ i A- r4710 K11h 7077n' nni-7077A nine- 40407GZ TAI- A0717 rA[D- 1Mnnnirii DocuSign Envelope ID: 18EA89E8-FABA-4710-9930-914238D5889D Exhibit A: 17 of 20 ! i V SAS HAD E Fabrilc <s.1tructuros• 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. • ShadesureTMI Colourshade® FR, eXtreme 32TMJ Commercial 95TM, SaFRshade7m, and Monotec 370W 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 ShadesureTM 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 502TM 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 A7•')Qo'4QQ r A• 000ACQ I A• 91740 niv 7077A n1\/•7077A nine• Q020712 Tni• r0717 MID- lnnnoo=2,2 DocuSign Envelope ID: 18EA89E8-FAi3A-4710-9930-914238D5889D Exhibit A: 18 of 20 �..f UDE. I 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 any way, without prior written approval from the Company. Specifically, no signs, objects; fans, light fixtures, etc. may be hung from the structures, unless specifically engineered by the Company. • These limited warranties do not cover defects and/or damages caused by: o normal wear and tear; o misuse, willful or intentional damage, vandalism, contact with chemicals, cuts and Acts of God (i.e. tornado, hurricane, micro/macros burst, DocuSign Envelope ID: 18EA89E8-FAi3A-4710-9930-914238D5889D Exhibit A: 18 of 20 �..f UDE. I 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. LIMI I tU WAKKAN I Y, WAIVtS ANY KIQH IS I I WUULU U I HtKWIJt HAVL I U LLAIM UK ASJtK I I HAI I HIS LIMI I tU WAKKAN I Y FAILJ OF I IJ t»tIV I IAL PURPOSE. Colourshade ® and eXtreme 32- are registered trademarks of Multiknit Pty. Ltd. Commercial 95- and SaFRshadeT4 are registered trademarks of Gale Pacific USA Inc. Monotec 370- is a registered trademark of PRO -KNIT. Industries Pty. Ltd. Precontmint 502`. is a registered trademark of Serge Ferrari North America, Inc. www.usa-shade.com 800-966-5005 A7• 1)Qo'2QQ rA- oQonrQ I A• F1710 K11h 7Q7on nn/•7Q77n klyd-'2010W TKI. 620711) MID- 4AnMnQIz94 DocuSign Envelope ID: 18EA89E8-FABA-4710-9930-914238D5889D Exhibit A: 19 of 20 � ► HAD E. 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 Ma)eure: Imaracticability: 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. 1. 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 A7. 000100 rA- 0QnAAQ I A. 91710 AI\/. 7077A An/•7077A AIRA. 101019 TAI- A071'} MD 4nMM4r44 DocuSign Envelope ID: 18EA89E8-FABA-4710-9930-914238D5889D Exhibit A: 20 of 20 'USASHADE. Vabroct�atorc� 27) Electronic Signatures. Each party agrees that the electronic signatures of the parties to this Agreement, whether digital or encrypted, including but not limited to the use of a typed name, are intended -to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including but not limited to typed or email electronic signatures.. 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 Orange Signature: By: (Print) Title: Date: 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-shadexom 800-966-5005 A7• 0001QQ rrA•. oQanaQ I A- a171Q nni- 7Q77A KI11-7077n nlnn- 10100a TAI• a0717 rNID• 1nnnnn4G4Q