AGR-7318 - USA SHADE AND FABRIC STRUCTURES - INSTALLATION OF SHADE STRUCTURES AT FRED BARERRA, SERRANO, AND EL MODENA PARKSR'73$
CONTRACT
Barerra,Serrano and EI Modena Parks' Shade Structures]
THIS CONTRACT (the "Contract") is made and entered into as of c,.e.mvm, " ,
2021 ("Effective Date") by and between tlie CITY OF ORANGE, a municipal corporation
Gity"), and SHADE STRUCTURES, INC., a D.elaware coi-poration, doing business as USA
SHADE AND FABRIC STRUCTURES ("Contractor"),who agree as follow§.
A,RTICLE 1
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 payment bond presented
to City with this Contract and incorporated herein by this reference, Contractor hereby agrees to
and sha[I do aIl the work and furnish all the labor, materials, tools and equipment, except such as
are mentioned in the specifications to be furnished by Cify to Contraetor, necessary to complete in
good workmanship and substantial manner the work(the"Work").described in:
1) Contractor's Proposals dated 9/21/2021which are attached hereto as Exhibit A.
2) The latest edition of the "City of Orange Standard Plans and Specifications" (the
Orange Book") with the term "Engineer," as used in the Orange Book and in this Contract, to
specifically include the City Engineer(or his/her designee);
3) The "Standard Specifications for Public Works Construction" (the "Greenbook"),
and all amendments thereto, except the definition of"Subcontractor" in Section 1.2 (General —
Terms and Definitions)of Part 1 (General Provisions)ofthe Greenbook,which is hereby amended
in its entirety to read as follows: "Subcontractor—An individual, firm, or corporation having a
direct contract with the Contractor for the performance of a part of the Work;"
b. The Qrange Book and Greenbook are on file with City's Community Services
Director and are hereby speeifically referred to and by such reference made a part hereof.
Contractor hereby acknowledges that it has read, reviewed and understands the Orange Book and
the Greenbook, as they relate to the Work, all of which documents shall be referred to herein
collectively as the"Plans and Specifications."
c. 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 recyc.ling
requirecrients for self=hauled construction and demolition waste. The terms and conditions set forth
in this Contract shall coritrol over any terms and conditions in the Plans and Specifications to the
contrary.
d. The Work shall be performed in conformity with the Plans and Specifications and
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 loeal
statutes,regulations and ordinances relating to the protection of human health or the environment.
e. Unless and until otherwise notified in writing by City's Community Services
Director, City's Park Supervisor,. Paul Miller ("Authorized City Representative"), shall be the
person to whom Contractor will report or the performance of the Work hereunder. It is
understood that Contractor's performance hereunder shall be under the direction and supervis'ion
ofthe Authorized Ciry Representative or such other person as Gity'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.
f. It is expressly agreed by and between the parties hereto that should there be any
conflict between the terms of this instrumerit:and Contractor's Bid Proposal, then this instrumenf
shall control and nothing herein sliall be considered as an acceptance of the said terms of said Bid
Proposal conflicting herewith.
ARTICLE 2
Commencement of Work
Contracfor 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 such date, unless legal extension is granted in
accordance with the terrris set forth in the Greenbook. Time is of the essence in this Contract.'
Contractor shall do all things ne.cessary and.incidental to:the prosecution of Contractor's Work.
ARTICLE 3
Compensation
a. Contractor agrees-to receive and accept an amount not to exceed TWO HUNDRED
EIGHTY-ONE THOUSAND ONE HLJNDRED EIGHT DOLLARS and 53/100($281,108.53)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 desc"ription conriected with the Work; (4) all expenses
incurred by or in consequence ofthe 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 tlie Authorized City Represen.tative under them.
Retention amounts shall be withheld from pragress payments as required by law unless Contractor
provides securities in lieu of etention.
b. In addition to the scheduled Work to be performed by the Contractor, the parties
recognize that additional, unforeseen work and ser.vices may be required by the Authorized City
Representative. In anticipation of such contingencies,the sum ofTWENTY-EIGHT THOUSAND
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ONE HLJNDRED TEN DOLLARS and 85/100 ($28,110:85J has beeri added to the total
compensation of this Contract. The Authorized City Represenfative may approve the additional
work and the actual e.osts 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
Authocized 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 THREE HUNDRED NINE THOUSAND TWO HUNDRED NIN.ETEEN DOLLARS
and 38/100($309,219.38).
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 Work contemplated 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 perforcnance of this Coritract.
ARTICLE 5
Guarantees
a. Contractor guaracitees the construction and installation of all Work includecl in the
Plans and S.pecifications for which Contractor has been awarded this Gontract.
b. Should any of the materials or equipment installed pursuarit to this Contract prove
defective or should the Work as a whole prove defective, due to faulty equipment, workmanship,
materials furnished or methods of instailations, or should said Work or any part thereof fail to
function properly,as designed,due to any ofthe 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 riecessary to be furnished and installed within fifteen(15)calenclar
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(I S)calendar days after Contractor's
receipt of a demand from City, City shall have the unqualified option to make any needed repairs
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or replacements itself or by any other co.ntractor. 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, 6e made by City.
Therefore, when defective equipment; materials or workmanship result in emergency repairs by
Gity,Contractor shall re'tmburse City,upon deinand,for all expenses incurced..Erriergency repairs
will be deemed as those repairs determined by City's Director of Public Works to be necessary
due to an immediate detriment to the health, safety, welfare or convenience of the residenfs of
City.
ARTICLE 6
Water Quality
a. The Santa Ana Regional Water Quality Control Board ("RWQCB") has iSsued
National Pollutarit pischarge Elimination System ("NPDES") Permit No..R8=2009=003U (the
Permit"); wHich governs storm water and non-storm water discharges resulting from municipal
activifies performed by City or its contractors. In order to comply wi.th the Permit requirements,
the County of Orange has prepared a Drainage Area Management Pl"an ("DAMP°'),.containing
Model Maintenance Procedures wifh Best Management Practices ("BMPs") thaf City and its
contractors must adhere to. The Model Maintenance Procedures contairi pollution preyention and
source control techniques to minimize the impact of those activities upon dry-weather urban
runoff, storm water runoff, and receiving water quality. Examples incIude: wash water from
cleaning,of sidewalks or parking lots must be collected arid disposed af in the sewer or landscaped
areas.
b. The Permit, the DAMP and tIie Model Maintenance Procedures are on file in the
offce of City's Director of PubIic Works; Contractor hereby acknowledges that it has read,
reviewed and understands the Permit,the DAIVIP and the Model Maintenance Procedures,as they
relate to,the 11Vork and hereby shall perform the Work in conformanee therewith.
ARTICLE 7
Independent Contractor; Contractor not Agent
a. At all times ducing 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 Confractor's services rendered pursuant"to this Contract. City, shall not have the
right to con rol the means by wliich Contractor accomplishes seivices rendered pursuant to this
G.ontract. Contractor shall, at its sole cost and expense, furnish all facilities; materials and
equipment which may be requi"red for furnishing services pursuant.to ttiis C"ontracf. Gontractor
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 oth'er wages,salaries,benefits,ta.xes,exactions,and regulations
of any nature whatsoever. Gontraetor acknowledges that Contractor and any subcontractors,
agents oc employees employed by Contractor shall not, under any circu.mstances; be considered
employees of Gity,. and that they shall not be entitled to any of the benefts or rights afforded
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etriployees of City, inclading, but nof limited to, sick leave, vacation leave, holiday pay, Public
Employees Retirement System benefits, or healtli, life,; dental, long-term disability or workers'
cotnpensation 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 an_y c,apacity whafsoever as an agant. Contractor shall have
no.authority,express or implied,to bind City to any obligatiqn whatsoever.
ARTICLE 8
Public Work,• Prevailing Wage
a. 'fhe Work which is the subject of thisr Gontract is a"public work," as that term is
defned in Section 1720 of the Galiforriia Labor Code, for, which prevailing wages must be paid.
To the extent Contractor's employees will perform any work that falis within any of the
cla"ssifications for which the Departrrierit of Labor.Relations ofthe State of California promulgates
prevailing wage determinations, Gontraetor 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
general ptevailing wage determinafions for crafts can be located on the website of the Department
of Industrial Relations (www.dir.ea.ov/DLSR). Additionally; to perform work under_ this
Contract, Contractor musf ineet all State registration requirements and criteria, including project
compliance monitoring:
b. Attached hereto as Attachment No. 1 and inco"rporated 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 Gode. Contractor here y acknovi!(edges that it has read, reviewed
and understand"s those provisions of the Labor Code and shall prosecute and complete the Work
under this Contract in strick compliance with all of those terms and provisions.
e.. Coritractor shall secure the payment of .compensation to. its employees in
accordance with the provisions of Section 370Q of the California Labor Code. Accordingly, and
as required by Section 1861 of the California Labor Code, Contractor hereby certifes as follows:
I am awace of the provisions of Section 3700 of the Labor Code which require
every employer to be insured against Iiability for workers'compensation or to
undertake self-insurance in accordan.ce with the provisions of that code, and I
will comply with such provisions before comrnencing the performance of the
work of this contract."
d. Contractor shall indemnify,protect, defend and hold harmless City and its officers,
employees, confracfors and agents, with courisel reasonably accepta6le to City, from and against
any and all loss, liability, damage, claim;, cost; expense, and/or "increased costs" (including
i easonable attorney's fees, court and litigat'ton costs, and fees of expert witnesses)which result or
arise iri any way from the noncompliance 6y Contractor o.fany 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 tliat,
in connection with the construc.tion of the Work which is the subject of this Gontract, Contractor
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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 tim.e to time. The foregoing indemnity shall
survive termination of fhis Contract.
ARTICL 9
Equal mployment 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 pliysical disability,or
any other basis prohibited by applicable law. Contractor shall ensure that applicants are employed
and that employees are'treated during employment, without rega"rd to their race, color, xeligion,
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,demoEion
or trarisfer,recruitment or recruitment advertising,layoff or terrnination,rates ofpay or other forms
of compensation and selection for training, including apprenticeship. Contractor shall post in
conspicuous places, availabie to employees and applicants for employment, a notice setting fortti
provisions ofthis non-discrimination clause.
b. Contractor shall,in all solicitations and advertisements for employees placed by,or
on behalf of Gontractor, state that all qual'ified applicants will receive considerafion for
employment without regard to race, color, religion, sex, national origin, mental or physical
disability,or any othec basis prohibited by applicable law.
c. Gontractor shall cause the foregoing paragraphs {a) and (b) to be inserted in all
subcontracts for any Work eovered by this Contract, provided that the foregoing provisions shall
not apply to subcontracts for standard commercial supplies or raw materials.
ARTICLE 10
Gont7icts 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 Coritractor knows or
has reason to know that Contractor, its o cers,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 build"er for any project for which_the design work is part of this Contract.
ARTICLE 11
Indemnity
Contractor shall defend, in.demnify and hold harmless City and its offi,cers; officials,
agents, and employees from and against:
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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 properEy of any person which shall occur on or r
adjacenf 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 Gontractor 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 cesponsible 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 tennination of this Contract.
b. Any and all claims under workers' compensation acts and, other emp(oyee benefit
act"s with respect to Contractor's employees or its subcontractor's employees arising aut af
Contractor's Work'und.er this Contract, including any and all c(aims under any law pertaining to
Contractor's status as an independent contractor.
ARTICLE 12
Insurance
a. Gontractor shalLpiocure arid maintain for the duration of this Contract 'tnsurance
against claims for injuries to persons or damages to pcoperty 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 i"s 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 fol,lowing minimum amount of insurance:the greater
of either the limits set forth in(1)through(4),below;or a(I of the insurance coverage and/or limits
ca ried by or available to Contractor.
1) General Liability 2,000,000 per occurrence for bodily injury, personal
injury and property damage. If
Commeccial General Liabifity insuranee
or other form with a general aggregate
limit is used, either ttie general aggregate
limit shall apply separately Yo this
project/location or the general aggregate
limit shall 6e twice the required
oceurrence limit.
2) Automobile Liability $I,OOO,Q00 per accident for bodily injury and
property,damage.
3) Workers' Compensation as required by the State ofCalifornia.
4) Employer's Liability $1,0OO,OQO per accitlent for bodily injury or disease:
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c. Any insurance proceeds in excess of or broader than the minimum required
coverage and/ar minimum required limits which are applicable to a given loss shall be available
to City.. No representation is iriade 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 gerieral liability and automotive liability insurance.shall contain, or
be endorsed to contain, the.following provisions:
1) City, its officers, offcials, 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 liability
arising out of Work or operations performed by or on behalf of Contractor, including materials,
parts or e.quipment furnished in connection with such Work or operations. A policy endorsement
to that effect shall be provided to City along with the certifcate of insurance. In lieu of an
endorsement, City will accept a copy of the policy(iesj 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
ofContractor'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 originat certificates of insurance and
endorsements effecting coverage required by this Article 12. The endorsements shall be on forms
acceptab(e to City. All certificates and endorsements are to be received and approved by City
before the Work commences. However, fa.ilure 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, inc(uding 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 editian ofBest Key Rating Guide.
h. Contractor shall immed'tately notify City if any reQuired insurance lapses or is
otherwise modified and cease performance of this Con.tract unless otherwise dicected by City. In
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such a case,City may procure insurance or self-insuce 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 Ci.ty
with respect to the services of Contractor herein, a waiver of any right to subrogation which any
such insurer may acguire against City by virtue of fhe 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 einployees, 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 alt subcontractors maintain insurance
meeting all of the.requirements stated herein.
ARTIGLE.13
Termination
City, acting through its City Manager or hislher designee, reserves the right to terminate
this Contract for any reason by giving five (5) day.s' w.ritten notice of intent to terminate to
Contractor. Upon receipt of notice, Contractor shall immediately cease work, unless the notice
provides otherwise. Should City terininate this Contract, City shall pa"y Contractor for services
satisfactorily provided and all allowable reimbursements incurred to the date of termination in
comptiance 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
1VIaintenance and Inspection of Records
In accordance with generally accepted accounting principles, Contractor and its
subcontractors shall maintain reasonably fiill arid coiriplete books, documents, papers, accounting
records and other information (collectively; the "records") pertaining to the costs of and
completion of serviees performed under this Contract. During the term of this Contract and for a
period ofthree(3) years after termination or completiorr ofthis Contract,City shall have the right
to irispect and/or audit Contractor's recor.ds.pertaining to the performance of this Contract at
Contractor's office. Contractor shall make available all such cecords'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 ifrequested.
ARTICLE 15
Compliance vith La vs
a. Contractor shall be knowledgeable of and comply with aIl local, state and federal
laws pertaining to the subject matter hereof or in any way regulating the activities undertaken by
Contractor or any subcontractar hereunder.
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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 Refocm and Control Act of 1986(IRCA);and
2) Has not and will not knowingly emp(oy any individual to perform services under
this Contract who is ineligible to work in the United States or under the te"rms ofthis Contract;and
3) Has properly maintained, and shall at all times daring the term of this Contract
properly maintain, all related emplo}nnent documentation records including, without limitat"ion,
the completion and mainfenance of the Form I-9 for each ofContractor's employees; and
4) Has responded, and shall ak 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 Laboi,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 I S when hired to perform services under
this Contract.
d. Contractor shall,upon request ofCity,provide a list ofall employees working under
this Contract and shall provide, to the reasonable satisfaction of City, ve ification that all such
employees are eligible to work in the United States. All cosfs associated with such verification
shall be borne by Contractor. Once such request has been made, Contractor may not change
emp(oyees working under this Contract .without written notice to City, accompanied y 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 Contraat who is not authorized to work in the United States, and/or
fai(s 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
C ity.
f. Contractor shall 'titdemnify and hold City, its officials and employees harmless for,
of and from any loss, including but not limited to fines, penalties and correcti.v.e measures, Gity
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 eonstrued 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.
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ARTICLE 17
Integration and Amendment
a. This Contract constitutes the entire agreement of the parties. No other agreement,
oraf or written,pertaining to the Work to be performed under this Contract shall be ofany force or
effect unless it'ts in writing and signed by both parties. Any Work performed which is inconsistent
with or in violation of the provisions af 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.
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 pai ty may change the notice address by riotifying the other party
in writing. Notice's shall be deemed received upon receipt of same or within three (3) days of
deposit in the U.S. 1VIail,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: Paul Miller
Telephone: 949-456-4413 Telephone: 714-532-6472
E-Mail: bcover@usa-shade.com E-Mail: pmiller@cityoforange.org
ARTICL 19
Claim Resolution
City and Contractbr agree that the claim resolution process applicable to any claim by
Contractor in connection with the Work provided herein shall be subject to the p.rocedures set forth
in California Public Contract Code Section 9204, attached hereto as Attachment No. 2 and
incorporated herein by this reference.
ARTICLE 20
Cou nterparts
This Contract m.ay be executed in bne or more counterparks;each,ofwliich shall be deemed
an original, but all of which together shalf constitute one and the same instrument. Signatures
fransmitted via facsimile and electronic mail shall have the same effect as original signatures.
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CITY"
CITY OF O E, a municipal corporation
By:
Mark A urphy
Mayor of the City of Orange
CONTRACT,BOND AND INSURANCE
APPROVED BY: ATTEST:
Mary E. B' ning Pamela Coleman, City Clerk
Senior Assistant City Attorn y
CONTRACTOR"
SHADE STRUCTURES, INC., a Delaware
corporation, doing business as USA SHADE
AND FABRIC STRUCTURES
Note: Signature ofChairman ofthe By: 5 ScS-
Board,President or Vice President is Printed Name: Sc.,,..i.d d
requiredJ Title: V ca. O..Sicl.ar.-
Note: Signature ofSecretary,Assistant By:
Secretary, Chief Financial Officer or Printed Na e: 1 / ,
Assistant Treasurer is also requiredJ Title: S, z ,
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ATTACHMENT NO. 1
CALIFORNIA LABOR COD
SEGTIOI iS:1725.5, 1771; 1771.1, 1771.4, 1775, 1776,1777.5, 1813 and 1815
Section 1725.5. Registration of contractors; mandatory registration; qualifcations 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 Gontract 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 lo 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 17713.
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. Gontractors 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' campensation 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-insucance required under Section 7125 of the Business and Professions Code.
B).If applicable,the contractor is licensed in accordance with Chapter 9(commencing with Sect'ion 7000)of
the Business and Professions Code.
C) The contractor does not have any delinguent 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 disyualified 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 ofthis paragraph,the period
of disqualification shall be waived if both of the following are true:
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i)The contractor has not previously been found to be in violation ofthe requirements of this paragraph within
the preceding 12 months.
ii)The contractor pays an additional nonrefundable penalty registration fee oftwo thousand dollars($2,000).
b) Fees received pursuant to this seefion 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 sectiori. Ifthe 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, aftec a body awarding a contracf accepts the contractor's bid or awards the contract, the work covered
by the bid or contract is defermined to be a public rvork to whioh Section 1771 applies, either as the result of
a determination by the director pursuant to Section 1773.5 or a court decisiori,the requirements ofthis sectiori
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 court that the conhact was foc 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 1,20L5, 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 ofwhen the contract for
public work was executed.
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 construcfion, 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. Payment of general prevail'ng rate
Except for public works projects of one thousand do(lars ($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 overtitne 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 to contracfs let for maintenance work.
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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 6id proposal, subject to the
requirements of Section 4104 of the Public Contract Cocle,or engage in the perfotmance 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 subinit a bid
that is authorized by Section Z029.1 of the Business and Professions Code or by Section l0 i 64 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 worlc pur.suant 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 6id 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)ofSection 1725.5.
3)`The subcontractor is replaced by another registered subcontractor pursuant to Section 4107 ofthe 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 fhe awarding
authority, to substitute a subcontractor who is registered to perform public work pursuant to Section 1725.5
in place ofthe 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.
fl A contract enfered info with any contractor or subcontractor in vioiation 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, orany subcontractor to comply with the requirements ofSection
1725.5 or this section.
g) If the Labor Co.mmissioner or his or her designee determines that a contractor or subcontractor engaged
in the performance ofany 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($l0U)for each
day ofwork perfonned in violation ofthe registration renuirement, not to exceed an aggregate penaltyofeight
thousand dollars ($8,000) 'in addition to any penalty registration fee assessed pursuant to clause (ii) of
subparagrapli(E) of paragraph(2)of subdivision(a)of Sectiori 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 vialation of fhe 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
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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 ofthe 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 pena(ties assessed pursuant
to paragraph (1) if the lower tier subcontractor's perfo mance 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 subcontractoc pursuant to paragrapli (1). A higher tie.red 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 assessinent, in
accordance with the provisions of Section 1741,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, wfiich 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.
Q)(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 Sectibn 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 vorks until the unregisteied coritractor 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 ofthe 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 ihereafter mailing copies of the order by first class mail, postage prepaid to the contractor or
subcontractor at one ofthe 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 sha(l be effective immediately upon service and shall be subject to appeal by the party
contracting with the unregistered contractor or subcontractor, by the uneegistered 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.
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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 (j)is guilty
of a misdemeanor punishable by imprisonment in county jail not exceeding 60 days or by a fine not exceeding
ten thousand dollars($10,000), or both.
1) This section shall apply to any bid proposal submitted on or after March 1, 2015, and any contract for
public work entered into on or after April 1, 2015. This section shall also apply to the performance of any
public work, as defined in this chapter,on or after January 1,2018,iegardless of when the coritract for public
work was entered.
m)Penalties received pursuant to this section shall be deposited in the State Public Works Enforceinent Fund
established by Section 1'771.3 and shall be used only for the purposes specified in that section.
n)This section shall not apply to work performed on a public works project of twenty-five thousand dollacs
25,000) or less when the project is for construction, alteration, demolition, installation, or repair work or to
work perfotmed on a public works project of fifteen thousand dollars($I 5,000)or less when the project is for
maintenance work.
Section 1771.4: Additional requirements when bidding and awarding public worlcs 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 "shal(specify that the project is subject to compliance monitoring
and enforcement by the Department of Industrial Re(ations.
2) The awarding body shall post or reyuire the prime contractor to post job site notices, as prescribed by
regulation.
3)Each contractor and subcontractor shall fumish 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 pcoject for which iegistration is not requiced because of subdivision(fl 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 ttie 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 arid enforce compliance
with prevailing wage requirements.
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b) The Labor Commissioner may exempt a public works project from coinpliance 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 ofwages.
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 parab aph (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 subcontraetor 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 calenda"r 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 Gommissioner based on consideration of
both of the fol.lowing:
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 tlie aftention of the
contractor or subcontractor.
ii) Whether the contractoi• or subcontractor has a prior record of failing to meet its prevailing wage
obligations.
B)"(i) The penalty may not lie less than forty dollars($40)for each calendar day, or portion thereof, for each
worker paid less than the prevailing wage rate,unless the fai(ure of the contractor o"r 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 dol(ars($80) for each calendar day, or portion thereof,for each
worker paid less than the preyailing wage rate, ifthe contractor or subcontractor has beeri assessed penalties
wiihin the previous three years for failing to meet its p.revailing wage obligations on a separate contract,unless
those penalties were subsequently withdrawn or overturned.
iii) The penalty may not be less than one hundred twerity dollars ($120) for each caIendar 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
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 an.d 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 coritract 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 thase workers or unless the prime contractor fails to comply with all of
the following requirements:
1)The contract executed between the contractor arid 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 ofthe specified general prevailing.rate of per diem wages by the
subcontractor to the employees, by per'todic review of the certified.payroll records of the subcontractor.
3)Upon becaming aware of.the failure of the subcontractor fo pay his or her workers the specified prevailing
rate ofwages,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 perforined on the public works project.
4) Prior to making final payrnent to the subcontractor for work performed on the public works project,the
contractor shap obtain an affidavit signed under penalty of perjury froin the subcontractor that the
subcontractor has paid the specified general prevailing rate of per diem wages to his or her employees on the
public worlcs project and any amounts due pursuant to Section 1813.
c)The_Division ofLabor Standards Enforcement shall notify the contractor on a pablic works project within
15 days of the receipt by the Division of Labor Standards Enforcement of a complaint of the failure of a
su6contractor on that publie works projeet to pay workers the general prevailing rate of per diem wages.
Section 1776. Payroll records9 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 payro.11 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 payrol.l record is true and correct.
2) The employer has complied with the requirements of Sections 1771, 1811, and 1815 for any work
perfortned by his or her emp(oyees on the public works project.
Attachment No. 1
Page 7 of 13
b)The payroll records enumerated under subdivision(a)shall be oertified and shall be available for inspection
at all reasonable hours at the principa! 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 ofthe 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 reyuest 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 Coinmissioner 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 fonns provided by the division.
The payro[l records may consist of printouts of payroll data that are maintained as computer records, if the
printouts contain the same infonnation 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 (, 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. 'fhe 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 contribution5 to participants shatl 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 airailable 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 obliferated only to prevent disc(osure ofan individual's social security
number.
fl(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
riiarked or redacted to prevent disclosure of an individual's name, address, and social security number.
Attachment No. 1
Page 8 of 13
2)An employer shall not be liable for damages in a civil action for any reasonable act or omission taken in
good faith in complianee with this subdivision.
g)The contractor shall inform.the body awarding the contract of the location ofthe records enumerated under
subdivision(a), including the street address, city, and county, and shall, within five working days, p ovide a
notice ofa 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 e.vent that the contractor or subcontractor fails to
comply witEiin 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 eaeh calendar day,or portion
thereof, for each worker, until strict compl'tance is effectuated. Upon the request of fhe Division of Labor
Standards Enforcement, tliese penalties shall be withheld from progress payments then due. A contractor is
not subject to a penalty assessmerit.pursuant to this section due to the failure of a subcontractor to comply
with this section:
i) The body awardin,g the.contract shall cause to be inserted in the contract stipulations to effectuate this
section.
j)The director shall adopt rules consistent with the Galifornia Public Records Act(Chapter 3:5(commencing
wiili Section 6250) of Division 7 of Title 1 of ttie Government Code) arid the Information Pracfices Act of
1977 (Title 1.8 (commencing with Section 1798) of Fart 4 of Division 3 of the Civil Code) goyerning the
release of these records, including the estab(ishment of reasonable fees to be charged for.reproducing copies
ofrecords required by this section,
Section 1777,5. Employment of registered apprentices; tivages; stanclards; number; apprenticeable
craft or trade; exemptions; contributions; compliance program
a)(1) This chapter daes not prevent the employment upon public works of properly registered
apprentices who are active participants in an appro.ved apprenticeship program.
2) For purposes of this chapter, "apprenticeship program" means a program under the jurisdiction of ttie
California Apprenticeship Gouncil established pursuant to Section 3070.
b)(1} Every apprentice empl.oyed upon publiawbrks 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 fhe work ofthe 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 employinent, 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 contiactor i"s 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 Sectio.n 3077,who are in fraining under apprenticeship standards that have
been approved by the Chief of the Division of Apprenticeship. Standards and who are .parties to wriften
Attachment No. I
Page 9 of 13
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 foI(owing:
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 po(itical subdivision, in performing
any ofthe work under the contcact, 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 affeeted. 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 confract 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 su6mitted shall include an estimate ofjourneyman hours to be perforined under the contract,
the number af apprentices pr.oposed 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. VI/ithin 60 days after concluding work on the contract, each contractor and subcontractor
shall subtnit to the awarding body, if requested, and to the apprenticeship program a verified statement of the
jotirneyman and apprentice hours performed on the contract. The information under this subdivisior shall be
public. The apprenticeship programs shall retain this information for 12 months.
fl The apprenticeship ptogram supplying apprentices to tfie area ofthe site of the public work shall ensure
equal employment ancl affirmative action in apprenticeship for women and minorities.
g) The ratio of work performed by appr,entices 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
otfierwise provided in this section, in no case shall the ratio be less than one hour of appreritice work for every
five hours ofjourneyman 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 subcontracfor, 6efore
the end of the subcontract. However,the contractor shall endeavor,to the greatest extent possible,to employ
apprentices during fhe same time period that the journeymen in the same craft or trade are employed at the
jobsite. When an hourly apprenticeship ratib is not feasible for a par icular craft or trade; fhe Administrator
Attachment No. 1
Page 10 of 13
of A,pprenticeship, 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 pre.viously approved for an apprenticeship
program in the craft or trade,shall employ the number of apprentices or the ratio of apprentices tojourneyinen
stipulated in the applicable apprenticeship standards, but in no event Iess than the. 1-to-5 ratio required by
subdivision (g).
j)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 everyfivehoursoflaborperformedbyjourneymen, the Administrator of Apprenticeship may grant a certificate
exempting the contractor from the 1-to-5 hourly catio,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 nuinber of apprentices in training in the area exeeeds 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.
I) 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 contractvrs shall not be required
to submit individual applications.for approval to loc.al joint apprenticeship committees, if they are aUeady
covered by the local apprenticeship standards.
m)(1) A contraetor to whom a contract is awarded, who, in performing any of the work under the contract,
erriploys journeyrnen or apprentices in any apprenticeable craft or trade shall contribute to the California
Apprenticeship Council the same acriount 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 coritractor may add the amount of the
contributions in computing his or her bid for the contract.
2)(A) At the conclus'ion 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 t"ra,ining apprentices. The grant funds shall be
distributed as foltows:
Attachment No. 1
Page I 1 of 13
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 rnore approved multiemployer apprenticeship programs serving the same craft or trade
and county for which the training contributions were made to the counci(, the grant sfiall be divided among
those programs based on the number ofapprentices 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 Industriat Relations for the administration and enforcement of apprenticeship,
a d preapprenticeship standards and requirements under this code.
B)An apprenticeship program shall only be eligible to receive grant funds pursuant to this subdivis'ion 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 rimake all records available to the Department of-Industrial Rel'ations 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 reqiiire 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 shail verify that gi-ants 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 ifan apprenticeship program is found to 6e using grant funds for purposes ofher 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 af
the apprenticeship program.
3.) Al( tcaining contributions received pursuant to.this subdivision shall be deposited in the Apprenticeship
Training Contribution Fund, which is hereby created in the State Treasury. Upon appropciation by the
Legislature, all moneys in the Apprenticeship Training Contribution Fund shall be used for the purpose of
carrying out this subdivision and fo pay the expenses ofthe 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 tlie 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 oc prime contractor when the contracts of general contractors or those
specialty contractors involve less than thirty thousand dollars($30,000).
p).An awarding bady that implements an approved labor compliance program in accordanc.e 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.
Secfion 1813. Forfeiture for violations; confract stipulation; report of violations
Tlie 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
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 stipuIation to this effect: The awarding body shall take
cognizance of all violations of this article committed in the course ofthe 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
etriployees 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. I
Page 13 of 13
ATTACHMENT NO.2
CALIFOIZNIA PUBLIC CONTRACT CODE SECTION 9204
Section 9204. Legislative findings and declarations regarding timely and com lete payment of
contractors for ublic works projects;.claims process (Eff:January l, 201.7)
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 191 Q0)of Parf 2, and Article 1.5 (commencing
with Section 20104)of Chapter 1 of Part 3,this section shall apply to any claim 6y 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
recei t 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
cor tractor 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 an.y 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 clirect contract with a pub(ic
entity for a pub(ic works project.
3)(A) "Public entity" means, without limitation, except as provided in subparagraph (B), a state agericy,
department,office, division, bureau, board, or commission,the California State University,the University of
Califomia, a city, including a charter city, county; including a charter county, city and county, including a
charter city anii county, district, special district, public authority,political subdivisiori,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 dapartment.
iv) The Department of Corrections and Rehabilitation with respect to any project under its jurisdiction
pursuant to Ghapter 11 (commencing with Section 7000)of Title 7 of Part 3 of the Penal Code.
Attachment No.2
Page 1 of 3
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 improvetnent of any public
structure, building, road;or other public improvement of any kind.
5)"Subcontractor"means any type ofcontractor within the meaning of Chapter 9(commencing with Section
7000)of Division 3 of the Susiness 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 wfiat portidn 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 tlie 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 regisYered mail or certified mail, return receipt requested, the public entity shall have up to three days
fol(owing 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 portiori 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 reyuested, the public entiry 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, fhe public entity shall provide the claimant a written statement
identifying the portion of the claim that remains in dispute and the portion that is uridisputed. 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 after the
disputed portion ofthe claim has been identified in writing. If the parties eannot agree upon a mediat'or, 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 Ehe neutral mediator..If inediation is unsuccessfu(, the parts of
the ciaim remaining in dispute shall be subject to applicable procedures outside this section.
Attachment No. 2
Page 2 of 3
C) For purposes of this section, mediation includes any nonbinding process, including, but not limited to,
neutral evaluation br a dispute review board, in which an independent third party or board assists the parties
in dispute resolution through negotiation or by issuance ofan evaluation.Any mediation utilized shall conform
to the timefrarries 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 prec(ude a public entity from requiring arbitration of disputes under private
arbitration or the Public Works Contract Arbitration Program, ifinediation under this section does not resolve
the parties' dispute.
3) Fai(ure 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 ofthe 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) Ifa 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,eithec 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 subcontractoc
requesting that the claim be presented to the publ'tc 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, ifthe original contracfor 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.
fl 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 arid proceed directly
to the commencement of a civil action or binding arbitration, as applicable; and (2) a public eritity may
prescribe reasonable change order, claim, and dispute reso(ution 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 seation applies to contracts entered into on or after January l,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 meef 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
XHIBIT"A"
CONTRACTOR'S PROPOSAL
Behind this page:]
Exhibit A
Page 1 of 19
0. :
lJSASHADE
Fabric St uctures
F ed Barrera Park and Serrano Park Shade Structu es
9/2112021
Proposal is written in accordance with the Sourcewell Purchasing Agreement(formerly NJPA)
Supplier Name=PlayPower,Inc.,Current Sourcewell Contract Number=010521-LTS
Proposal Prepa ed For:
City of Orange
300 Eo Chapm n Avenue
Orange, CA 92866
AZ:289388 CA:989458 LA:61718 NV:78724
NM:383826 TN:68712 DIR: 1000003533
i ii
Exhibit A
Page 2 of 19
USASHADE
Fab ic Structu es
Date: 9/21/2021
Proposal for USA SHADE & Fabric Structures
Purchaser: City of Orange Contact: Paul Miller Sales Rep: Ben Cover
Project Name: Fred Barrera and Serrano Parks Phone; 714-532-6472 Phone:949)466-4413
Quote No: BC013 Emailr pmiller@citVofo[an e,or Email: ben.eover@usa-5hade.com
PO No: Fax: Fax:
City of Orange SOUTHERN CALIFORNIA Fred Barrera Park and Serrano Park
300 E.Chapman Avenue 1085 N.Main,Street,Suite C E.92689,83805ertano Ave and 2349 Apache Creek Rd
Orange Orange Anaheim and Orange
CA CA CA
93866 92867 92807 and 92867
Contact: Paul Miller Contact: Ben Cover Contact: Paul Miller
Phone 714-532-6472 Phone (949J466-4413 Phone 714-532-6472
emaili pmill'er@ci'tvofo anse:or, Emai:ben:cover@usa-shade.com email: pmiller@citvofaranQe_or;
Fax: Fax: Fax:
CORPORATE ADDRESS: MAILING ADDRESS; REMITTANCE ADDRESS:
Z580 Esters Blvd„ Suite 100 P.O. Box 3467 P.O. Box 734158
DFW Airport,TX 75261 Coppel,TX 75019 Dallas,TX 75373-4158
SOUTHERN CALIFORNIA: NORTHERN CALIFORNIA: ARIZONA: LAS VEGAS:
3085 N.Main StreeF,Suite C 927 Enterprise INay,Suite A 2452 W.fiirchwood Ave,5uite 112 6225 S.Valley Vie v 81 d„Suite I
Orange,CA 92867 Napa,CA 94558 Mesa,AZ 85202 Las Vegas,NV 89118
NOTE:This message is intended only for the use of the indiv,idual to whom it is addressed,and contains_informaUon that is privileged,confidenfial,and
exempt from disclosure under applicable law. If you are not the intended recipient,or the employee or agent responsible far delivering this message to the
intended recipient,you are hereby nolified 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 retum 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
Exhibit A
Page 3 of 19
I.I SHADE
Fabric S3ruetures,
Structure Pricing
Unit Quantity; 1 Foundations ey USA Shade
UnitType: CustamlafnedHyparSail Groutlristallation USAShade
Structu e Size: 35 ft.X 60 ft. Footing Type: DCIII2d PIeY
W USA Shade Model
N/A Base Attachment: PIH-EmbedNumber
Entry Height: 12 ft.a d 1S ft.R18X ,4nchor Bolts: V A
No of Columns: 6 Concrete Cutting: N/A
j F' No of Fabric Tops: 2 Dirt Removal:Intluded
i C. FabricType: Colourshade_FR SurfaceType: RubberSufface
Fabric Color, TBD
steei F n sh: Powder Coated
Steel Color.TBD
Electrical Provisions:N/A
S e e P a g e 4 Conceept N.
Finish: GdIN AZEH
Unit Quantity: 1 Foundations By USA Shade
Unit Type: Custom loined Hypar Sail Grout Installation USA Shade
Structure Size:30 ft.X 80 ft. Footing Type: DI'llled Pier
f `- i USA 5hade Model
rxti_ N/A Base Attachment: PIH.-EmbedNumher
encry Heighc: 12 ft.and 18 ft.max Anchor sotts: N/A
No oF Columns: 6 Concrete Cutting: N/A
No oF Fabric Tops: 2 Dirt Removal:111CIUd2d
Fa6ricType:COIOufShede_FR 5urfaceType: RubberSurFace
Fabric Color: TBD
sceei Finisn: Powder Coated
Steel Color:TBD
Electrical Provisions:N A
See P e 4 Conceep No:
Finish: GaIN Azed
www.usa-shade.com 800-966-5005
AZ:289388 CA:989458 LA:61718 NV:78724 NV:78724 NM:383826 TN:68712 DIR:1000003533
Exhibit A
Page 4 of 19
USASHADE
Fab ic Str notures,
2 Provide and install shade structures Custom loined HyparSail Units 86,405.26
SO%Sourcewell discount 8,640:53
77,764.73
Unit1"otal $77,764.73 1)Upon execution af the Agreement(Deposit) pp
Accessories/Miscellaneous N/A 2) Upon delivery of Unit{s)
Freight $6,297.14 3) Upon completion of assembly%installation In Full
84,061.87 4) Other(specify):
Sales 7ax(7,75%) $6,514.79
Engineering $4,800.00
installat on $93,698.48 Labor is incidental to project and accounts for 9.5%of total price.
189,075.14
USA SHADE reserves the right to implement a surcharge for significant increases in raw mate ials,including the following,but
not limited to:fuel,stee),fabric,and concrete.Propasal pricing is only valid for 30 days due to the fluctuation in pricing.Due
to recent significant increases experienced in raw steel and fabric materials,it may be necessary to order,invoice,and receive
payments for steel and fabric as soon as final sizing can be deterinined.
Building Code CBC 2019
wind Loail 115 mph
snow oad 5 psf If spread footings or remobilizations are required due to unforeseen underground
Drawing Size 24 X 36 obstacles,change orders will be issued.
No,of Sealed Drawings 3
Calculations Required Yes
a a .
Sealed Drawings&Calculations Q -. Preyailing Wage/Certified Payroll
Q Permit5ubmittal Q Q Union Wages.'
Q Permit Fee Q Fencin
Q DSA Submittal&fees Q Curb Repair
Design and Engineering oF Structure Q Landscape Repair
Design and Engineering of Foundation Q Demofition(ExiS[ingStructuresJ
Feactions and LoaJs iorattachment to Walis,Hooftops,or Othar Pdym2 lt BUt1d5
Foundatinn Location and Elevation Survey Q Special Inspection Fees
www.usa•shade.com 800•966-5005
AZ:289388 CA;989458 LA:61718 NV:78724 NV:78724 NM:363B26 TN:68712 DIR:1000003533
Exhibit A
Page 5 of 19
USASHADE
Fa6 lc Struct ras,
Construction Assumptions
1} The designated a ea forour structures wlll be accessible by drive-up for unloading of our trucks and equipmenC,including personnel man-lif[s;
forklifts,etc. Should a crane be required and direct access not available,additional costs for such will be submitted by a Change Order.
2j Our pricing is based on the ability to perform all of qur 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 tie an additional charge. We will require exclusive access to the area for our work during the construction process.
3) Our pricing does not iriclude 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 sto working.
4) Pricing assumes Secure storage and adequa[e lay down area for our tools,equipment,and materials,within close proximity to the installation site
will be provided,fCee of charge:
5) Our price assumes others to provide 200-amp,110-volt electrical service.nd necessary potable water available within 100 feet of our work.
6) We will require site sanitary facilities and refuse containers 6y others withfn 200 feet of our work.
7) USA SHADE will leave its work and materials in a clean condition at the conclusion of our work.
8) Barricades and.'public security requirements are not included.
9) Unless specifically included in this proposal,this agreement does not include,and Company will not provide,services,labor,or materials for any of
the following work:(a)removal and disposal of any mate ials containing asbestos or any hazardous materials as defined by the EPA;(ba moving Owner's
property around the installation site;(c)repair or replacement of any Purchaser or Owne-supplied materials;or(d)repair of damage to existing
surfaces that may occur when construction equipment and vehicies are 6eing used in the normal course of construction.
10) Pricing for foundation design is based on drilled pier footings. In the eveot the geotecfinical eport requires an alternate configuration,an,y
additional costs incurred will be submitted to the client 6y a Chan e Order.
11) Dig ing of our foundations will noh be constrained by any existing concrete or utilities. USA SHA,DE wiil not be esponsible for moving or repairing
any underground utility lines such as electrical,[elephone,gas,water,or sprinkler lines that may be encountered during installation.
12) Any additional costs incurred as a result of hard rock conditions repuiring extra equipment,utility removal or repair,resulting in delay,will result in
addifional charges unless they are de[ailed on as-built site drawings provided to USA SHA.DE or marked on the ground and communicated to USA SHADE
in wfiting prior to installation.
GENERAL TERMS& CONDITIONS AND WARRANTY
1) Proaosal:The above proposal is valid for 30 days from the date firsf set forth a6ove. After 30 days,we reserve the right to increase prices due to the
rise in cost of raw materials,fuel,or other cost increases. When applicable,USA SHADE&Fabric Structures reserves the right to implement a surcharge
for significant increases in rew materials,including,6ut 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 thissurcharge,when applicable.
2) Purchase:ey 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 StrucEures(the"Company"J,the purchaser identified above("you"or the
Purchaser")agrees to purchase Shade Structures brand shade structures("Structures")and the services to be provlded 6y the Company,as detailed in
the"Structure Pricing"and"Generel Scope of Work"sectio s of this agreement,above,or in the relevant purchase order accepted by fhe 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 St uctures(the uftimate
owner of a 5tructure,whether Purchaser or a third-party;being the"Owner").
3) Short Shio Claims:Purchaser has 15 days from recelpt of the structures to file a short ship report in writing to its sales representative. Company will'not
honor cfaims made after this time.
www.usa-shade.com 800•966-5005
AZ:289388 CA:989458 LA:61718. NV:78724 NV:78724 NM;383826 TN:68712 DIR: 1000003533
Exhibit A
Page6of19
U SAS HAD E
Fabric Structuros,
4) Sfandard Exclusions:Unless specifically included under the"General5cope of Wo k"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 bythe EPA;(b}moving Owners 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 supplfed to Company by Owner during the bidding process,or physically
sta&ed out by Owner;and whicti are damaged during construction;or(e)repair of damage to existing surfaces that may occur when construction
ecjuipment and vehicles are being used in the normal course of construction.
5) Bondina Guidel(nes:If Purchaser will use or p[ovide the Structures and 5ervices for an Owner other than Purchaser(including,without limitation,as a
subcontrector of Purchaser),Purchaser will include the following.statement in Purchaser's contract with Owner:
he manufacturers warranty for the Shade Structures.brend shade structures is a 3eparate document between USA SHADE&Fabric Structures
and the ultimate owner of the Shade Structu[es brand shade structures,wfiich will be provided to the ultimafe owner at the time of completion
of the instalfation and other services to be provided by USA SHADE&Fa6ric Structures. ue tosurety requirements,any performance and/or
payment bond will cover only the first year of the USA SHADE&.Fabric Structures warranty."
6) Insurance Reauirements: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 Companys proposal,
7) Pavment:Terms of payment are defined in the"Pricing Details"sectton and are speclfc to this contrect. For pu[poses of this agreement,"Completion"
is defned as being the point at which.the Structure is suitable for its intended use,the issue of occupancy consent,or a final building department
approval is issued,whichever occurs first. In any event where Completion cannot be effected due to iielays or postponements caused by the Purchaser
or Owner,final payment(less 10 o retainage)is due within 30 days ofthe date when Completion was scheduled,had the delay not occurred. All
payments must be made to Shade 5tructures,Inc., P.O.Box 734158,Dallas,TX 75373-4158. If the Purchaser or Owner fails or delays in making any
scheduled miiestone payments,the Company may suspend the fulfillment of its obligations hereunder until such payments are made,or Company may
6e relieved of its obligations hereunder if payment is more than 60 days past due. Company may use all remedies availahle 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 ouutanding
debt.
8) Lien Releases:Upon request by Owner,Company will issue appropriate partial I(en 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 recefpE of final payment. In accordance
with state laws,Company reserves3he right to place a lien on the property if final payment has not been received 10 days prior to the ling deadline for
liens.
9) Site Plan Aaproval,Permit/s.Permit Fees.Plans.En ineerin Urawinas,and SurveVine: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 warrent or represent that a permit or site plan approvaf for construction will be obtained. Sealed engineered drawings
that are required but not included in tHe"General 5cope of Work"will result in an additional cost to Purchaser.
10J Manufacturine&Ueliverv: 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 approJal or permitting tlmeframes.
11) Returned Product.Deposits,and/or Cancelled Order: Within the first 45 days after shipment from our facility,all returned product(s)and can elled
orders are subject to a 50%restbcking fee. No returns are avaifable following this 45.day perlod. All deposits a.re non-refundable. All expenses
incurred(engineering,site surveys;shipping,handling,etc.}are the responsibility ofthe Purchaser,up to notice of cancellation.
www.usa-shade.com 800•966 5005
AZ:269388 CA;989458 LA:61718 NV:78724 NV:78724 NM:383826 TN:68712 DIR: 1000003533
Exhibit A
Page7of19
USASHADE
a[Pic Structu os,
12) Concealed Conditions:"Concealed conditions"include,without limitatfon,water,gas,spr'inkler;electrical and sewage lines,post tension cables,and
steel rebar. This agreement is based solely on observatfons 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 discoyered once work has commenced,which were not
visitile at the time th'is propbsal 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 liinestone,caliche,etc.),rocks larger than 4 inches i diameter,or any other condition tfiat will
require additional IaboP,equipment and/or materials not specified by the Purchaser or Owner in the bidding process. Any condition requiPing
additional labor,equipment,and/or materials to complete the drilling or concrete operations will require a Change Order before Campany 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 lnclude any allowance for extending 6elow frost lines(the additional costs for which
vary by geographical region).
13) Chanses in the Work:During the course of thls project,Purchaser may orcler changes in the work(both additians and deletions).Additionally,an
approving agency may require changes in the wo k from the original design or engineeririg quoted and proVided by the Company(both additions and
deletions.)The cost of these cfianges 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". Sfiould any Change Order be essential to the completion of the
project,and the Purchaser refuses to authorize such hange 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 Purchaserfor payment,less a labo allowance for
work not performed but including additional charges incurred due to the stoppage. No credit will be allowed for materials sold and supplied,which will
remain the property of the Purchaser.
14) Indemniflcation: Tb the fullest exfent 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 se vices,provided that such claim;damage,loss,or expense is attributable to badily injury to,
sickness;disease,or death of a person,or to injury to or destruction of tangfble propeny,6ut only to the extent caused by the negligent acu or
omissfons of the Purchaser or its agenu,employees,or subcontractors,or anyorte directly or indirectly employed by them or anyone for whose acts
they may be liable,regar,dless of whether or not such claim,damage,loss,or expense is caused in part by a party indemnified hereunder. Such
o6ligation shall not be construed to negate,abridge,or redute other rigfits or obligations of indemnity that would otherwise exist as to a party or
pe son described in Section 15.
15) Statement of Limited Warrentvi
The structural integrity of all supplied steel is warrented for ten years.
If assembly is.pro4ided bythe Compariy,workmanshlp of the structure Is covered for one year,including labor forthe removal of any failed part,
disassembly(if necessary),cost of shipping,and reassembly.
All steel surface finishes are warranted for one year.
Shadesure'",Colourshade FR, eXtreme 32'"°,Commercial 95'"",SaFRshadeT"",and Monotec 390'"fabrics atl carry a ten year limited manufacturer's
warranty against failure from significant fading,deterioration,6reakdown,outdoo heat,cold,or discoloretion..Should the fabric need to be replaced
underthe 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 prececling warranty terms:
o Shadesure`"'-fabrics in Red,Yellow,Atomic Orange,Electric Purple,Zesty Lime,Cinnamon,Olive,and Mulberry carry a five year pro-rated
o Fabric taps:attached to Coolbrella'"structures carry a tfi ee year warranty;
o Individual fabric tops measuring greater tfian 40'in length are covered by a non-prorated five year warranty;
o Precontraint 502"'waterproof inembrane is subject to an eight year pro-rated warranty.
Sewing thread is warranted for ten years.
www.usa=shade.com 800•966-5005
AZ:289388 CA:989458 LA:61718 NV:78724 NV:78724 NM:383826 TN;68712 DIR; 1000003533
Exhibit A
Page 8 of 19
IJ ASHADE
Fa rOc Str cturoso
General Limited WarrantvTerms and Conditions
These limited warranties are effective from the date of sale,or,if assembly is proVided by the Company,upon receipt 6y Company from Purchaser of a
completed and signed"Customer Checklist and Sign-ofP'form.
In its sole discreUon,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 choiee of available
al,temativ,e colors to replace the warranted fabric. The Company does not guarantee that any particular coior 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 Campany representative. Please contact the Company at warranty@usa-shade.com for more details.
All war anty claims covering Company supplied structuces,products,and services must be 5u6mitted by Purchaser or Owner in writing to the Company
within thlrty days frqm the date of discovery of the alleged defecC and must include a.detailed description and applicable photographs of the alleged
defect or pro6lem. 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 o County of Dallas in the State of
Texas,USA.
These limited warrenties are void if:
o the supplied structures,produtts,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,rio signs,objects,fans,light flxtures,etc.may be hung from the structures,uriless specifically engineered by the Company.
These limited warranties do not cover defecu 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,mlcro/macros 6urst,
earthquake,wildfires,etc.);
o ice,snow or wind loads in excess of the desi ned load parameters engineered for the supplied structures;
o use,maintenance,neglect,repair,and/or service inconsistent with the Company's wrltten care and maintenance instructians,provided with the
order.
The limited warranNes explicitly exclude:
o workmanship related to assembly not provided by the Campany or its agenEs;
o fabric curtairis,valances,and flat vertical panels;
o fabrit tops installed an structures that were not engineered and originally supplied by the Company.
THE COMPANY SHALL NOT BE LIABLE FOR ANY INCIDENTAL,CONSEQUENTIAL,SPECIAL,LIQUIDATED,EXEMPLARY,OR PUNITIVE DAMAGES,OR ANY
LOSS.OF REVENUE,.PROFIT,USE OR GOODWILL,WHETHER BASED UPON CONTRACT,TORT(INCLUDING NEGLIGENCE},OR ANY OTHER LEGALTHEORY,
ARI511VG OUT OF A BREACH OF THIS WARRANTY OR IN CONNECTION WITH THE SALE,INSTALLA'CION,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 fOREG0ING LIMITED WARRANTY IS THE SOLE AND EXCLUSIVE WARRANN FOR THE COMPANY'S PRODUCTS AND SERVICES,AND IS IN LIEU OF ALL
OTHER WARRANTIES,EXPRE55 OR IMPLIED,IN LAW OR IN FACT. SELLER SFECIFICAILY DISCLAIMS ALL OTHER WARRANTIES,EXPRESS OR IMPLIED,
INCLUDING,WITHOUT LIMITATION;ALL IMPUED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR PURPOSE,ANO ANY
IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING OR PERFORMANCE OR TRADE USAGE. PURCHASER,BY ACCEPTANCE AND USE OF THIS
LINIITED WARRANTY,WAIVES ANY RIGHTS IT WOULD OTHERWISE HAVE TO CL41M OR ASSERT THAT7HI5 LIMITED WARRANTY FAllS OF ITS ESSENTIAL
PURPOSE.
Colourshade°and eXtreme 32'"are registered trademarks of Multiknit Pty.Ltd.
Commerclal 95"'and SaFRshade"°are registered trademarks of Gale Paciflc USA Inc.
Monotec 370'"isa reglstered trademark of PRO-KNIT Industries Pty.Ltd.
Precantraint 502'°is a regi3tered trademark of Serge Ferrari North America,Inc.
www.usa-shade.com 800•966-5005
AZ:289388 CA:989458 LA:61718 NV:78724 NV:78724 NM:383826 TN:68712 DIR:1000003533
Exhibit A
Page 9 of 19
USASHADE
8 Fa6Nc Structuros,
16) Assemblv/Instaliation:
Company will nofify Purchaser of the scheduled assembly daEe. 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 strucfures supplied and installed b"y
Company are determined by the Company to be defective. In ali cases where structures are not installed by Company,all labor fdr the removal,
assembly,a_nd/or frei ht of the structures will be the Purchasers responsibifltV.
Installation prices are based on a single mobilization charge. If additional mobilizations are reqGired,the e will be additional charges:
Iftherequested services require Company access to Owners premises,Company will be provided access to the Owner's premises free and clear of
debris,automobiles,or other Interference Monday~Friday during tlie hours of B:OOam to 6:OOpm,and Company will have access to water and
electricai facilities during installation. Additional chaPges will apply if utilitie5 are not easily accessible. Where applicable,all vehicfes will be moved
orior to Comaanv's crew besinnins anv installation.
Campany 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 cosu incurred as a result of hard rock conditions requiring.extre equipment,utility removal or repair resulting in delay will result in
additional charges unless they are detailed on as-built site d awings provided to Companyor marked on the ground and communicated ta Company in
writing prior to fabrication and installation.
17J Installation/Assembfv on-site: Where installation/assembly is part of the services,Purchaser must provide the Company with a detailetl drawing
prepared by or forthe Owner showing exactly where the structures are to be assembled as well as detailing aqy 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 assem6led over must also
be detailed;alons with their peak heishts(if apqlicablel.
18) Si4elUse Review bv 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 recominend,or supply at additional cost,padding for posts from a third party manufacturer.
19) Preaaretory work: Where installation/assembly is part of the services and in the event that the foundation or job site is not suitabie 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
io reschedule the projech. In the event that Company is not qotified 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} Deleeation:Subcontractors: The services and the manufacturing and assembly of the structures may be performed by subcantractors under
appropriate a reements with the Companv.
21) Force Maieure:Imoracticabilitv: The Company shall not be charged with any loss or damage for failure or delay In delivering or assembling of the
structure;when such failure or delay is due to any cause beyond tfie 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.
Z2) Disaute Resolution: Any controversy or claini 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 A bitration Association,and conducted in accordance with the construction industry
arbitration rules. ludgment upon the award may tie entered in any court having jurisdiction thereof.
23) Enti"re Ae eement;No Reliance: This agreement represents and contains tfie entire agreement between the parties. Prior discussion or verbal
representations by the parties tfiat are not contained in this agreement are not part of this agreement. Purchaser hereby acknowledges that lt has not
received or relied upon any statements or representations by Company or its agents which are not expcessfy stipulated herein,including without
limitation any statemenu as to the structures,warranties,or services provided hereunder.
24) No Third-Partv Benefidaries: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) Governine Law: The agreement will be construed and enforced.in accordance wlth the,laws of the State ofTexas.
26J Asslenment: Purchaser may not assign this agreement,by operation of law or otherwise,without the prior written consent of Company. The
agreement shall be binding upon and insure to the benefit of the Company and the Purchaser,and their successors and permitted assigns.
www.usa•shade.com 800•966•5005
AZ:269388 CA:989458 LA;81718 NV;78724 NV:78724 NM:383826 TN:68712 DIR; 1000003533
Exhibit A
Page 10 of 19
USASHADE
8 Fabric St ucturoso
Executed to be effeitive 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
WITHOU7 A MUTUALLY ACCEPTABLE AND•SIGNED CONSTRUCTION CONTRACT.
PURCHASER:SELLER:
City of Orange USq SHADE&Fabric Structures
Signature: Signature:eK.ot
By:(Print) By:(Print)Ben Cover
Title: Title:Senior Regional Manager
Date:Date:9/21/2021
NOTE: All purchase orders and contracts should be drafted in the name of Shade
Structures, Inc.
www.usa•shade.com 800•966•5005
AZ:289388 CA:989458 LA:61718 NV:78724 NV:78724 NM;383826 TN;68712 DIR:1000003533
Exhibit A
Page 11 of 19
J SAS HAD E
S Fabric Structures
EI N odena Park Shade Structure
9121/2021
Proposal is written in accordance with the Sourcewell Purchasing Agreement(formerly NJPA}
Supplier.Name=PlayPower,Inc.,Current Sourcewell Contract IVumber=010521-LTS
Proposal Pre ared For.:
City of O ange
30 E. C apman Avenue
O a e9 CA 92E66
AZ: 289388 CA:989458 LA:61718 NV:78724
NM:383826 TN: 68712 DIR: 10000U3533
ii . i
Exhibit A
Page 12 of 19
JS/SHAD E
Fals c atraicturesW
DaEe: 9/21/2021
Proposal for USA SHADE Fabric Structures
Purchaser. City of Orange Con[act: Paul Miller Sales Rep: Ben Cover
Project Name: EI Modena Park Pfione: (714j 504-9012 Phone:949)466-4413
Quote No: BC014 Email:p piller(a CitVofo an e.Org Email: ben.co'ver(aUsa-shade.com
PO No: Fax: Fax:
City of Orange SOUTHERN CALIFORNIA EI Modena Park
300 E,Chapman Avenue 1085 N.Main Street,Suite C 555 South Hewes Street
Orange O ange Orange
GA CA CA
93866 92867 92869
Contac[:Paul Millef Contact: Ben COver Contact: Paul Miller
Phone 714)504-9012 Phone (949)466-4413 Phone 714)504-9012
emailc. prriiUeP:cftvofd ati e.6r Email:ti'en:coverf,U'sa-shade.com Email: pmiller@.cifSb foran e.ar
Fax: Fax: Fax:
CORPORATE ADDRESS: MAILING ADDRESS: REMITTANCE ADDRESS:
2580 Esters Blvd.,Suite 100 P.O. Box 3467 P.O. Box 734158
DFW Airport, TX 75261 Coppel,TX 75019 Dallas,TX 75373-4158
SOUTHERN CALIFORNIA: NORTHERN CAIIFORNIA: ARIZONA: LAS VEGAS:
1085 N.Main Street,Suite C 927 Enterprise Way,Suite A 2452 W.Birchwood Ave,Suite 112 6225 S.Valley View Blvd.,Suite I
Orange,CA 92867 Mapa,CA 9h558 Mesa,AZ 8520? Las Vegas,NV 89118
NOTE:This message is intended only for he use of the individual to whom it is addressed,and contains information ihat is privileged,confitlential,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 notitied that any unauthorized disclosure,distribution,or copying of this communication is strictly prohibitetl. If you have
received this coinmunication in error,please notify us immediately by phone and.retum"the original message to he applic2ble address above. .
www.usa-shade.com 800-966-5005
AZ:289388 CA:989458 LA:61718 NV:Z8724 NV:78724 NM:383826 TN: 68712 DIR:1000003533
Exhibit A
Page 13 of 19
US/4,SHADE
Fabr c Structs ro n
Structure Pricing
e
Unit Quantity: 1 Foundations By USA Shade
Unl[TyPO: CustomloinedHyparSall Groutlnstallation USASilade
Structure Size: 35 ft.X 60 ft. Foo ing Type: Drilled Pier
1 USA Shade Model
r "}° Nwnber . N/A Base Attachment: PIH'-Embed
Entry Height 12 ft.211d 18 ft. Anchor Bolts: N A
No of Columns: 6 Concrete Cutting: N/A
I1 .
Y,. No of Fabric Tops: 2 Dirt Removal:IticlUded
FabricType: COIOUCSh2de FR SurfaceType: MU Ch
2£'`
Fabric Color. TBD
scee Finish; Powder Coated
Steel Color.TBD,
Electrfcal Provisions:N A
See Page 4 Conce/pt N
F sh: GaIN Azed
www.usa-shade.com 800-966-5005
AZ:289388 CA:989458 LA:61718 NV:78724 NV:78724 NM:383826 TN:68712 .DIR:1000003533
Exn b t A
Page 14 of 19
USASHADE
Fabric Str act ares
1 Provide and install shade structure Custom Joined HyparSail 39,195.34
69 Souccewell discount 3,351.72
36,843.62
Unit Total $36,843,62 1),Upon execution of the Agreement'(Deposit) pp
Accessories/Miscellaneous N/A fZ) Upon delivery of Unit(s)
hipping/Handling $3,148.57 3), Upon completion of assembly/insFallation In FUII
39,992.19
Sales Tax(T.75i) $3,099.40 0
Engineering $2,400.00
inscallacion $46,541,80 Labor is incidental and accaunts for9.5%oftotal price.
92,033.39
USA SHADE reserves the right to implement a surcharge forsignificant increases in raw materials,,including the following,but
not limited to:fuel,steel,fabric,and concrete.Proposai pcicing is only valid for 30 days due to the fluctuation in pricing.Due
to recent signi cant increases experienced in raw steel and fabric materials,it may be necessary to order,invoice,and receive
payments for steel and fabric as soon as final sizing can be determined.
Building Code CBC 2019
Vuind Load 115 m(ih
Snow Load 5 psf If spread footings or remobillzations are required due to unforeseen underground
Drawing Size 24 X 36 obstacies,change orders will be issued.
No.ofSeale Drawings 3
Calculations,Requi ed Yes
a
a a .
Sealed Drawings&Calculations QQ Prevailing Wa e/Certified Payroll
Q PermitSubmittal Q UnionWages
Permit Fee 0 Fencing
Q DSASu6mittal&Fees CurbRepair
Q Design anii Engineeringof SGucwre Q Landscape Repair
Q . Deiigii and Engineering of Foundation Demolition(Existing Structure;)
Reactlons and loads7er attachment m Walls,Rooftaps,or Other ' Paymen Bonds
Foundation Location and ElevationSurvey Q Special Inspection Fees
www.usa•sBade.com B00-9fi6-5005
AZ:289388 CA:989458 LA:61718 NV;78724 NV:78724 NM:383826 TN:68712 DIR:100U003533
Exhibit A
Page 15 of 19
IJSA SHA E
8s Fabric Structu ms,
Construction Assumptions
1) Thedesignated area for our structures will be accessible by drive-up for unloading of our trucks and equipriment,.including personnel man-lifts,
forklifts,etc. Should a crane.be required and direct access not available,additional costs For such will 6e submi[ted bya Change Order.
2} Our pricing is based on the ability to perform all of our work with clear,sequential,and continuous access withou[interruption during normal
daytime working h.ours. We have assumed one mobilization far the installation of fountlations,steel`and fabric;if additional mobilizations are required,
there will bean additional charge. We.will requi e exclusive access to the area forour work during the construcfion 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 fo stop working.
4) Pricing assumes secuce storage and adequate lay down area For our tools,equipment,arid materials,within clase proxiniity to the installation site
will be provi,ded,free of charge.
5) Our price assumes others to provide 200-amp,110-volt electrical service and necessary potable water available within 100 feet of our uiork.
6} We will require site sanitary facilities and refuse containea3 by others within 200 feet of our work.,
7) USA SHADE:will leave its work and materials in a clean condition at the conclusion of our wo k.
8) Barricades and public security requirements are not included.
9J Unless specifically inclwded in this proposal,this agreenient does not incluile,and Company will not provide,serv"ices,labor,or mate.rials for any of
the following work:(a)removaFand disposal of any materials contairiing 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 tfiat may occur when construction equipment and vehicles are being used in the normal course of construction.
10) Pricing fbr fbundation design is based on drilled pi2r footings. In the event the geotechnical report requires an alternate configuraf,ion,any
addifional costs incurred will be subrriitted to the client by a Change.Order.
11) Digging of our foundations will no[6e constrained by any existing concrete o utilities. U5A SHADE will not be responsible for moving or repairing
any under round utility lines such as electrical,telephone,gas,water,or sprinkle lines thet may be encountered during installation.
12) Any additional costs incurred as a result of hard rock conditions requiring extra equipment,utility removal or repair,resulting,in delay,will result in
additional charge5 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 AIVD WARRANTY
1) Proposal:The above proposa(is valid for 30 days from the date first set forth above. After 30 days,we reserve the right to increase prices due to the
rise in cost of raw materials,fuel,or other cost increases. When applicable,USA SHADE&Fabric Structures reserves the right ta implement a surcharge
for sign'ificant,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 thissurcharge,when applicable.,
2) Purchase:By executing this proposal,or submitting a purchase order pursuant to thi's proposal(whicfi shall inco porete the terms of this agreement
specificaliy by reference)which is accepted by USA SHADE&Fabric Structures(the"Company!'J,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 forinstallation by Company or Purchaser on behalf of a third-party who will be the ukimate owner ofthe Structures(the ultimate
ownerof a Structure,whether Purchaser or a third-party,being the"Owner').
3 Short Shia Clalms:Purchaser has 15 days from receipt of the structures to file a short ship report in writing to its sales representative. Company will not
honor claims made after this time.
wnNw.usa-shade.com 800•966-5005
AZ:289388 CA:989458 LA:61718 NV:78724 NV:78724. NM;383826 TN:68712 DIR:1000003533
Exhibit A
Page 16 of 19
IJS iSHADEa
8 Fa6ric Structu es,
4) Sfandard Exclusions:Untess specifically.included under the"General Scope of Work"section above,this agreement does not include,and Gompany 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;(bJ moving Owner's property around the installation site;(c)repair or replacement of any Burchaser or Owner-supplied
materials;(dJ repair of concealed underground utilities not located on prints supplied to Company by Owner during the bidding process,or physically
staked out by Owne,and which are damaged during construction;or(e)repair of damage to existing surfaces that may occur when construction
equipment and vehicles are being used in the normal course of construction.
5) eondin Guidelines:If Purchaser will use or provide the Structures and Services for an Owner other than Purchaser(including,without limifation,as a
subcontractor of Purchaser),Purchaser will include the following.statement in Purchaser's contrect with Owner:
The manufacturers wartanty for the Shade Stractures brand shaiie structures is a separate document between USA SHADE&Fabric Struc[ures
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&Fab ic Structures. Due to surety requirements,any performance and/or
payment bond will cover only the first year of the USA SHADE&Fabric Structures warrenry."
6) Insurance Reiauirements: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) Pavment:Terms of payment are defined in the"Pricing Details"section and are speciflc to this contract. For purposes of this agreement,"Completion"
is defined as being the point at which the Structure is suitable for its intended use,the issue of occupancy consent,or a final building department
approval is issued,whichever occurs first. In any event where Completion cannot be effected due to delays or postponements caused.by the Purcliaser
or Owner,final payment(less 10 retainage)is due within 30 days of the date when Compietion was scheduled,had the delay not occurred. All
payments must be made to Shade Structures,Inc,, P.O.Box 734158,Dallas,.TX 75373-4158. Ifthe Purchaser ar Owner fails or delays in making any
scheduled milestone,payments,the Company may suspend the fulfillment of its obiigations hereunder until such payments are made,or Company may
be relieved of its obligations hereunder if payment is more than 60 days past due. Company may use all remedies available to it under current laws
including,but not limited to,filing of liens against the property and using a collection agency or the courts to secure the collection of the outstanding
debf.
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 wlll 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 deadllne for
liens.
9 Site Plan Approval;.Permit/s.Permit Fees.Plans.EnQineerin DrawinQs,and Survevine:Site plan approval,permits,permit fees,plans,engineering
drewings,and surveying are speclfically excluded from this agreement:and the Services unlessspecified under the"General Scope of Work". The
Company does not in any way warrant or represent that a pecmit or site plan app oval for construction will be obtained. Sealed engineered drawings
that are required but not included fn the"General 5cope of Vi/ork"will result in an.additional cost to Purchaser.
10) Manufadurin&Deliverv: Manufacturing lead-time from Company's receipt of the"Notice To Proceed"is approximately 6 to S 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.Denosits,and/or Cancelled Order: UVithin[he 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
inwrred(engineering,site surveys,shipping,handling,etc.)are the responsibility of the Purchaser,up to notice of cancellation.
wuvw.usa•shade.com 800•966•5005
AZ:289388 CA:989458 LA:61718 NV:78724 NV:78724 NM:383826 TN:68712 DIR: 1000003533
Exhibit A
Page 17 of 19
lJ;!SHADE
t F bric Steuctur0sn
12) Concealed Conditions:"Concealed conditions"include,without limitafion,water,gas,sprinklec,electrical and sewage lines,posY tension cables,and
steel rebar. This agreement is based solely on observations the[ompany 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+nias bid,Company will stop work and indicate these unforeseen Concealed Conditions to Purchaser or Owner so that
Purchaserand Gompany can execute a Change Order fo any additional work. In any event,any damage caused by orto unforeseen Concealed
Conditions is the sole responsibility of the PurchaseP and Company shall not be held liable for any such damage. Soil conditions are assumed to be soil
that does not contaio any water;Hard rock(such as limestone,calfche,etc.),rocks larger than 4 inches in diameter,or any other condiUon that will
require additional:labor,equipment and/or materials not specified by the Purchasec or Owner in the bidding prdcess. Any condition requiring
additional labor,equipment,and/or materials to complete the drilling or concrete operations will require a Change Order befo e 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 foo4ing and installation do not include any allowance for extending below frost lines(the additional costs for which
vary by geographical regio J.
13) Chanees.in the Work:During the course of this project,Purchaser inay order changes in the work,(both additions and deletions).Additionally,an
approving agency may require changes in the workfr6m 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 Compan.y,which wiii detail the"General Scope of the Change Order". Should any Change Order be essential to the tompletion of the
projett,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 hut including addiEional charges incurred due to the stoppage. No credit will be ailowed for materiais sold and supplied,which will
remain the property of the Purchaser.
14) Indemnification: To the fullest extent permitted by law;Purchaser shall indemnify,defend,and hold harmless the ompany and its consultarits,agents,
and employees or any of them from and againstclaims,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 tiodily 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 agenu,employees,or subcontractors,or anyone directly or indirectly employed by them oranyone 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 indemni ed hereunder. Such
obligation shall not be construed Eo negate,ab idge,or reduce ottier rights or obligaUons of indemnity that would otherwise exist as to a party or
person desccibed in Section 15.
15) Statement of Limited Warrantv:
The structurel integriry of all supplied steel is warranted for ten years.
If assembly is provided by the Company,workmanship of[he structure is covered for one year,including labor for the removal of any failed part,
disassembly(if necessaryJ,cost of shipping,and reassembly.
All steel surface flnishes are warranted fo one year.
ShadesureTM,Colourshade FR, eXtreme 32'",Commercial 95TM,SaPRshade'"",and Monotec 370'"fabrics all carry a ten year limited manufacturer's
warranry against failure from significant fading,deterioration,bceakdown,outdoor heat,cold,or discoloration. 5hould the fabric need to be replaced
under the warranty,the Company will manufacture and ship a nevu replacement fabric_at no charge for the first six years,thereafter pro-rated at 20%
per year over the remaining faur years. The following are exceptions to the preceding warranry terms:
o ShadesureTM fabrics in Red,Yellow,Atomic Orange,Electric Purple,Zesry Lime,Cinnamon,Olive,and IVlulberry carry a flve year pro-rated
o Fabric tops attached to CoolbrellaT";tPuctures carry a three year warranty;
o Indiyidual fabric tops measuring greater than 40'in,length are covered by a non-pcoreted.five year warranty;
o Precontraint 502'"waterproof inem6rane is subject to an eigtit year pro-rated warran_ty;
Sewing thread iswarranted for ten years.
wwwr:usa-shade.com 800-966•5005
AZ;289388 CA:989458 LA:61718 NV:78724 NV:78724 NM:383826 TN:68712 DIR: 1000003533
Exhibit A
Page 18 of 19
u 14 SHADE
Fabr4c Striscturos,
General Limitei!WarrantvTerms arid 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=ofY'form.
In its sole discretion,the Company will repair and ar/replace defective structures,products orworkrrianship,or cefund'that partion 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 cfioice of availeble
alternative colors to replace the warrented fabric. The Companydoes not guarantee that any particular color wilibe 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 discontinaed 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 warrenty@usa-shade.com for more details.
All warranty claims covering Company supplied sfructures,products,and services must be su6mitted by Purchaseror.Ownerin writing to the Company
within thirty days from the date of discovery of the alleged defect and must include a.detailed description and applicable photogrephs.of the alleged
defect or problem: Warranty claims should be su6mitted by email to warranty@usa-shade.com.
Purchaser or Owner agrees that venue for any court action to enforce these limited warrenties shall be in the City or County of Dallas in the State of
Texas,USA.
Tliese limited wa ranties are void if:
o the supplied structures,products,services and/or labor are not paid fo in full;
o thestrucfures are not assembfed,in strictcompliance with USA SHADE specifications;
o any changes,modifications,additions,or attachments are made tothe structures in any way,without prior written approval from the Company.
Specifically,no;igns,objects,fans,light fixtures,etc may be hung from the structures,unless specifically engineeced by the Company.
a These limited warranties do not coyer defects and/or damages caused by:
o normal wear and.tear;
o misuse,willful or intentional damage,vandallsm,.contact with chemicals,cuu and Acts of God(i.e.tomaJo,hu ricane,micro/macros burst,
eartfiquake,wildfires,etc.);
o ice,snow or wind loads in excess of the desi ned load parameters en ineered for the supplied structures;
o use,maintenance,neglecf,repair,and/or senrice i consistent with fhe Campany's written care and maintenance instructions,provided with the
order.
The limifed warranties explicitiy exclude:
o workmanship related to assembly not provided by the Company or its agents;
o fabric curtains,valances,and flat yertical panels;
a fabric tops installed on structures that were not engineered and originally supplied by the Company.
THE COMPANY SHALL NOT BE LIABLE FOR ANY INCIDENTAL,C.ONSEQUENTIAL,SPECIAL,LIQUIDATED,EXEMPLARY,OR PUNITIVE DAMAGES,OR ANY
LOSS OF REVENUE,PROFIT,USE OR GOODWILL,WHETHER BASED UPON CONTRACT,TORT(INCLUDING NEGLIGENCE),OR ANY OTHER LEGALTHEORY,
ARISING OUT OF A BREACH OF THIS WARRANTY OR IN CONNECTION WITH THE SALE;INSTALLATION,,MAINTENANCE;USE,OPERATION OR REPAIR OF
ANY.PRODUCT OR SERVICE. IN NO EVENT WILL THE COMPANY BE UABLE FOR ANY AMOUNT GREATER'THAN THE PURCHASE PRICE FOR ANY PRODUCT
OR$ERVICE PROVIDED BYTHE COMPANY.
THE FOREGOING LIMtTED WARRANN IS THE SOLE AND EXCLUSIVE WARRANTY FOR THE COMPANY'S PRODUCTS AND SERVICES,AND IS IN LIEU OF ALL
OTHER WARRANTIES,EXPRE55 OR IMPLIED,IN LAW OR IN FACT. SELLER SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES,EXPRESS OR,IMPLIED;
INCLUDING,WITHOUT UMITATION,ALL IMPUED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR PURPOSE,AND ANY
1MPUED WARRANTIES ARISING OUT OF COURSE OF DEACING OR PERFORMANCE OR TRADE USAGE. RURCHASER,BY ACCEPTANCE AND.USE OF THIS
LIMITED WARRA'NTY,WAIVES ANY RIGHT5IT WOU,LD OTHERWISE HAVE TO CLAIM OR ASSERT THATTHIS LIMITED WARRANTY FAllS OF ITS ESSENTIAL
PURPOSE.
Colourshade°and eXtreme 32"are registered trademarks ofMultiknit Pry.Ltds
Commercial 95'"and SaFRshade'"are registered tredemarks ofGale Pacific USA Inc:
Monotec 370""Is a registeretl trademark of PRO-KNIT Industrie3 Pty.Ltd.
Precontraint502'"is a registered tirademark of Serge Ferreri North America,Inc.
wuvw.usa-shade.com 800-966-5005
AZ:289388 CA:989458 LA:61718 NV:78724 NV:78724 NM:383826 TN:68712 DIR: 1000003533
Exhibit A
Page 19 of 19
lJS/SHADE
a6rlc Structuros,
16) Assembiv/Installation:
Company will.notify Purchaser of the scheduled assembly dafe. Owner agrees to have an owner representative meet the assembly crew at the job site
on the scheduled assembly date to verify the exactlocation 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 6ompany to be defective. In all cases where structures are not installed by Company,all labor for the removal,
assemblv,and/or frei ht of the structures will be the Purchaser's responsibility.
Installation prices a e based on a single mobilization charge. If additional mobilizations are required,the e 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,automo6iles,or other interference Monday Ftiday during the hours of S:OOam to 6:OOpm,and Company will have access to water and
electrical facilities during installation. Additional chargeswill apply if.utilities are not easily accessible. Where applicabie,all vehicleswili be moved
orior to Comoanv's crew be innin 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 du ing 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
additfonal charges unless they are detailed on as-built site drawings provided to Company ormarked on the ground and communicated to Campany in
writing prior to fabrication and installation.
17) Installation/Assemblv on-site: Where installatibn/assembly is part of the services,Purchase must provide the Cbmpany with a detailed drawing
prepared by or for the Owner showing exactly whe e.the structures are to be asserrihled 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 ta be assembled over must also
be detailed.alon with.their oeak heishts(if apolicable).
18) Site/Use Review bv Purchaser:Conipany relies.on the Purchaser to determine that the structures ordered are app opriate and safe for the Owner's
installation site and/or intended use. Company is not responsible for damages o injuries resulting from collisions by moving objects or persons with
the structure post(s). Company can recommend,or supply at additfonal cost,padding for posts from a third party manufacturer,
19) Preuaratory Work: Where installation/assem6ly is part of the services and in the event that the foundation or jab 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 least4 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) Delezation:Subcontractors: The services and the manufacturing and assembly of the structures may be performed by subcontrectors under
appronriate a reements with the Companv.
21) Force Maieure:Imoracticabilitv: The Company shall not be charged with any loss or damage for failure or delay in delivering or assembiing of the
structures when such failure or delay is due to any cause beyond the control of tfie Company,due to corripliance with governmental regulations or
orders,or due to any Acts of God,strikes,lockouts,slowdowns,wars,or shortages in transportation,materiafs or labor,
22} Disqute Resolution: Any controversy or claim arising out of or related to this agreement must be settled by hinding arbitration administered in Dallas,
n(by a singie arbitrator selected by the parties or by the American Arbitration Association,and conducted in accordance with the construction industry
arbitration rules. ludgment upon the award may be entered in any court having jurisdlction ihereof.
23) Entire AQreement;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-Partv Beneficiarfes: This agreement creates no third-parry rights or obligations between Company and any ather person,including any Owner
who is not also a Purchaser. It is understood and agreed that the parties do not intend that any thirii party should be a beneficiary of this agreement.
25) 6overnine Law:.The agreement will be construed and enforced in accordance with the law"s of the State of Texas.
26) Assi nment: Purchaser may not assign this agreement,by operation of law or otherwise,without the prior written consent of Company. The
agreemenYshall be binding upon and insure to the behefit of the Company and the Pu chaser;and their successors and permitted assigns.
www.usa•shade.com 800•966•5005
AZ:289388 CA:989458 LA;61718 NV;78724 NV;78724 NM:383826 TN:68712 DIR: 1000003533