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CM-11-06-123ROUND ROCK, TEXAS PURPOSE. PASSION. PROSPERITY Item Caption: Approval Date: City Manager Approval Summary Sheet Consider issuing a purchase order to USA Shade & Fabric Structures, Inc. for shade structures at the Play for All Abilities Park. June 24, 2011 Department: Parks and Recreation Department Project Manager: David Buzzell, Park Development Manager Item Summary: This item will allow the City to issue a purchase order to USA Shade & Fabric Structures, Inc. for two (2) shade structures to be installed at the Play for All Abilities Park. The shade structures will be installed at the Rock Band Pod and Sensory Pod. Throughout the public input and design process, shade was consistently brought up as a requirement for the children that will be using this park. These two shade structures, combined with the integrated shade on the Large Playscape Pod and the Targe trees on-site, will provide a good level of shade throughout the park. The City has purchased numerous shade structures from USA Shade over the past five to seven years and we have been satisfied with the quality and durability of their structures. The purchase will be made using the BuyBoard Purchasing Cooperative. Strategic Plan Relevance: Goal 34.0 — Implement the Parks Plan once adopted. Goal 36.0 — Develop recreation and library options that respond to growing diversity of residents and visitor interests. Cost: $32,000.00 Source of Funds: General Self -Financed Construction USASHADE & Fabric Structures, Inc. CORPORATE OFFICE Dallas 8505-A Chancellor Row Dallas, TX 75247 800-966-5005 Phone 214-905-9514 Fax REGIONAL OFFICES Arizona 2628-B W. Birchwood Cir. Mesa, AZ 85202 480-446-0066 Phone 480-446-8679 Fax Austin 1508-A Ferguson Lane Austin, TX 78754 512-836-5500 Phone 512-836-5600 Fax California 350 Kalmus Drive Costa Mesa, CA 92626 714-427-6981 Phone 714-427-6982 Fax 927 Enterprise Way Suite A Napa, CA 94558 707-257-7296 Phone 707-257-7297 Fax Las Vegas 6225 S. Valley View Blvd. Suite I Las Vegas, NV 89118 702-227-5273 Phone 702-227-5132 Fax n Ports A Brand of USA Shade & Fabric Structures, Inc. COVER SHEET PROPOSAL FOR SHADE STRUCTURES Date: 05-27-2011 To: David Buzzell Fax: Phone: (512) 341-3345 Pages including this cover page: 7 Project Name: Play for All Abilities Quote Number: 1000178RDE-B COMMENTS: Attached is budget quotation for shade structures as we discussed. Refer to the above quote number with any questions or comments. BuyBoard #346-10 Do not hesitate to call me for further assistance. Sincerely, Rob Edgar Vice President of Sales Phone: (512) 836-5500 OM- I I-00-125 Note: This message is intended only for the use of the individual to whom it is addressed, and contains information that is privileged, confidential and exempt from disclosure under applicable law. If you are not the intended recipient, or the employee or agent responsible for delivering this message to the intended recipient, you are hereby notified that any unauthorized disclosure, distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please notify us immediately by phone and retum the original message to the above address. PROPOSAL Corporate Mailing Address: P.O. Box 560168 Dallas, TX 75356-0168 (800) 966-5005 USASHADE & Fabric Structures, Inc. dLin Ports A Brand of USA Shade & Fabric Structures, Inc. Remittance address: USA Shade & Fabric Structures, Inc. P.O. Box 678420 Dallas, TX 75267-8420 This is a legal agreement - Please read carefully. Complete and initial all pages Purchaser: City of Round Rock Contact: David Buzzell Phone: Billing information: Date: PO Number: Quote No.: 05-27-2011 1000178RDE-B Sales Rep: Phone: Email: Shipping Informal Iobsit In1 Rob Edgar (512) 836-5500 redgar@usa-shade.com natiion(incl`udin site name, City of Round Rock 221 E. Main street Round Rock, TX City of Round Rock Rabb Park Contact: David Buzzell Contact: Contact: Phone: (512) 341-3345 Phone: Phone: Fax: Fax: Fax: David Buzzell (512) 341-3345 Email: dbuzzell@round-rock.tx.us Email: Email: QTY DESCRIPTION 1 STRUCTURE PRICING Rolling Hill Stage Option 1 Slanted Hip Structure DETAILS Structure Size Number of Posts Number of Fabric Tops Fabric Type Fabric Color Steel Color Post Attachment Method Entry Height Wind Toad Snow load 40ft X 27ft 4 1 ShadesureM TBD TBD Recessed Plates 8-12ft 90MPH 5Lbs/Sft Notes: Drawing #con -mar -009-11 Page 2001 dbuzzell@round- rock.tx.us PRICE $9,650.00 Proposal -SP Page 2 Initials PRICING DETAILS PROPOSAL Corporate Mailing Address: P.O. Box 560168 Dallas, TX 75356-0168 (800) 966-5005 QTY r)l:s( RIPTION 1 Sensory Pod Option 1 Hip Structure USASHADE & Fabric Structures, Inc. SW" Ports A Brand of USA Shade & Fabric Structures, Inc. I)LTAILS Remittance address: USA Shade & Fabric Structures, Inc. P.O. Box 678420 Dallas, TX 75267-8420 Structure Size 30ft X 30ft Number of Posts 4 Number of Fabric Tops Fabric Type Fabric Color Steel Color Post Attachment Method Entry Height Wind Toad Snow Toad Notes: 1 ShadesureTM TBD TBD Recessed Plates 10ft 90MPH 5Lbs/Sft Drawing #con -mar -009-11 Page 3001 PRI( I�: $6,600.00 pini prig;disposal: TOTAL PRICE $16,250.00 $750.00 $17,000.00 Exempt $13,100.00 $1,900.00 $32,000.00 Total for Access/Misc Items: PAYMENT TERMS: 1) ,Upon execution of (2) Upon delivery of Sun Port(s) ent (1 $ (3) Other (s NOTES: Assumes hard rock digging conditions BuyBoard #346-10 Proposal —SP Page 3 Initials PROPOSAL Corporate Mailing Address: P.O. Box 560168 Dallas, TX 75356-0168 (800) 966-5005 USASHADE & Fabric Structures, Inc. Sun Ports A Brand of USA Shade & Fabric Structures, Inc. Remittance address: USA Shade & Fabric Structures, Inc. P.O. Box 678420 Dallas, TX 75267-8420 GENERAL SCOPE OF WORK YES PERMIT NO REQUIREMENTS • Purchaser is responsible for Permit Submittal ENGINEERING REQUIREMENTS Building Code Type of drawings # of sealed drawings Calculations Required Notes: YES NO PRICING INCLUDES 4 • Shipping and Handling ►� ■ Engineered Drawings • i1 Sales Tax ■ Permit Submittal/Permit Fees • i4 Coastal Primer • Accessories ►� • Anchor Bolts ►� ■ Installation/Assembly GENERAL TERMS AND CONDITIONS AND WARRANTY 1) Proposal: The above proposal is valid for 30 days from the date first set forth above. After 30 days we reserve the right to increase prices due to the rise in costs of raw material, fuel or other cost increases. When applicable, USA Shade & Fabric Structures, Inc. reserves the right to implement a surcharge for significant increases in raw materials, including the following, but not limited to; fuel, steel and concrete. Due to the duration of time between proposals, contracts and final installation, USA Shade & Fabric Structures, Inc. reserves the right to implement this surcharge when applicable. 2) Purchase: By executing this proposal, or submitting a purchase order pursuant to this proposal (which shall incorporate the terms of this agreement specifically by reference) which is accepted by the SA Shade & Fabric Structures, Inc. (the "Company"), the purchaser identified above ("you" or the "Purchaser") agrees to purchase the Sun Ports brand shade structures ("Structures") and the services to be provided by the Company, as detailed in the "Structure Pricing" and "General Scope of the Work" sections of this agreement, above, or in the relevant purchase order accepted by the Company, for use by Purchaser or for installation by Company or Purchaser on behalf of a third -party who will be the ultimate owner of the Structures (the ultimate owner of a Structure, whether Purchaser or a third -party, being the "Owner"). 3) Short Ship Claims: Purchaser has 15 days from receipt of the Structures to file a short ship report in writing to its sales representative. Company will not honor claims made after this time. 4) Standard Exclusions: Unless specifically included under "General Scope of the Work" section above, this agreement does not include, and Company will not provide Services, labor or materials for any of the following work: (a) removal and disposal of any materials containing asbestos or any hazardous materials as defined by the EPA; (b) moving Owner's property around the installation site; (c) repair or replacement of any Purchaser or Owner -supplied materials; (d) repair of concealed underground utilities not located on prints, supplied to Company by Owner during the bidding process, or physically staked out by Owner, and which are damaged during construction; or (e) repair of damage to existing surfaces that could occur when construction equipment and vehicles are being used in the normal course of construction. Proposal -SP Page 4 Initials PROPOSAL Corporate Mailing Address: P.O. Box 560168 Dallas, TX 75356-0168 (800) 966-5005 USASHADE & Fabric Structures, Inc. smn Ports A Brand of USA Shade & Fabric Structures, Inc. Remittance address: USA Shade & Fabric Structures, Inc. P.O. Box 678420 Dallas, TX 75267-8420 5) Bonding Guidelines: If Purchaser will use or provide the Structures and Services for an Owner other than Purchaser (including, without limitation, as a subcontractor of Purchaser), Purchaser will indude the following statement in Purchaser's contract with Owner: "The manufacturer's warranty for the Sun Ports brand shade structures is a separate document between USA Shade & Fabric Structures, Inc. and the ultimate owner of the Sun Ports brand shade structures, which will be provided to the ultimate owner at the time of completion of the installation and other services to be provided by USA Shade & Fabric Structures, Inc. Due to surety requirements, any performance and/or payment bond will cover only the first year of USA Shade & Fabric Structures, Inc. warranty." 6) Insurance Requirements: Company is not required to provide any insurance coverage in excess of Company's standard insurance. A copy of the Company's standard insurance is available for your review prior to acceptance of the Company's quote. 7) Payment: Terms of payment are defined in the "Pricing Details" section and are specific to this contract. For purposes of this agreement, "Completion" is defined as being the point at which the Structure is suitable for its intended use, the issue of an occupancy consent, or a final building department approval is issued, whichever occurs first. In any event where Completion cannot be effected due to delays or postponements caused by the Purchaser or Owner, final payment (less 10% retainage) is due within 30 days of the date when Completion was scheduled, had the delay not occurred. All payments must be made to USA Shade & Fabric Structures, Inc., PO Box 678420, Dallas TX 75267-8420. If the Purchaser or Owner fails or delays in making any scheduled milestone payments, the Company may suspend the fulfillment of its obligations hereunder until such payments are made, or Company may be relieved of its obligations hereunder if payment is more than 60 days past due. Company may use all remedies available to it under current laws, including but not limited to filing of liens against the property and using a collection agency or the courts to secure the collection of the outstanding debt. 8) Lien Releases: Upon request by Owner, Company will issue appropriate partial lien releases as corresponding payments are received from Purchaser, but prior to receiving final payment from Purchaser or Owner. Company will provide a full release of liens upon receipt of final payment. In accordance with state laws, Company reserves the right to place a lien on the property if final payment has not been received 10 days prior to the filing deadline for liens. 9) Site -plan Approval, Permits, Permit Fees, Plans, Engineering Drawings and Surveying: Site -plan approval, permits, permit fees, plans, engineering drawings and surveying are specifically excluded from this agreement and the Services unless specified under the "General Scope of Work". The Company does not in any way warrant or represent that a permit or site plan approval for construction will be obtained. Sealed engineered drawings that are required but not included in the "General Scope of Work" will result in an additional cost to Purchaser. 10) Manufacturing & Delivery: Manufacturing lead-time from Company's receipt of the "Notice To Proceed" is approximately 6 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. 11) Returned Product, Deposits and/or Cancelled Order: Within the first 45 days after shipment from our facility, all returned product(s) and cancelled orders are subject to a 50% restocking fee. No returns are available following this 45 day period. All deposits are nonrefundable. All expenses incurred (engineering, site surveys, shipping and handling, etc) are the responsibility of the purchaser, up to notice of cancellation. 12) Concealed Conditions: "Concealed conditions" include, without limitation, water, gas, sprinkler, electrical and sewage lines, post tension cables, and steel rebar. This agreement is based solely on observations Company was able to make either by visual inspection or by drawings and / or plans submitted by Owner at the time this agreement was bid. If additional Concealed Conditions are discovered once work has commenced which were not visible at the time this proposal was bid, Company will stop work and point out these unforeseen Concealed Conditions to Purchaser or Owner so that Purchaser and Company can execute a change order for any additional work. In any event, any damage caused by or to unforeseen Concealed Conditions is the sole responsibility of the Purchaser and Company shall not be held liable for any such damage. Soil conditions are assumed to be soil that does not contain any water, hard rock (such as limestone, caliche, etc.), rocks bigger than 4 inches in diameter or any other condition that will require additional labor, equipment and / or materials not specified by the Purchaser or Owner in the bidding process. Any condition requiring additional labor, equipment and / or materials to complete the drilling or concrete operations will require a change order before Company will complete the process. Price quotes are based on a drill pier footing. Any variation will incur additional charges (i.e. spread footings, concrete mat, sand, water, landfill, etc.). Costs for footing and installation do not include any allowance for extending below frost lines (the additional costs for which vary by geographical region). 13) Changes in the Work: During the course of this project, Purchaser may order changes in the work (both additions and deletions). The cost of these changes will be determined by the Company, and a change order form must be completed and signed by both the Purchaser and the Company, which will detail the "General Scope of the Change Order". Should any change order be essential to the completion of the project, and the Purchaser refuses to authorize such change order, then Company will be deemed to have performed its part of the project, and the project and Services will be terminated. Upon such termination, Company will submit a final billing to Purchaser for payment, less a Proposal -SP Page 5 Initials PROPOSAL Corporate Mailing Address: P.O. Box 560168 Dallas, TX 75356-0168 (800) 966-5005 USASHADE & Fabric Structures, Inc. Zii/hain Ports A Brand of USA Shade & Fabric Structures, Inc. Remittance address: USA Shade & Fabric Structures, Inc. P.O. Box 678420 Dallas, TX 75267-8420 labor allowance for work not performed but including additional charges incurred due to the stoppage. No credit will be allowed for materials sold and supplied, which will remain the property of the Purchaser. 14) Warranty; Limitations of Liability: • Company warrants that all Company -supplied labor and Services will be performed in a good and workmanlike manner. • The warranty set forth in this Section 14 will be the Purchaser's sole and exclusive warranty. • The warranty set forth in this Section 14 will run from the date of performance of the service by the Company, and any warranty claims brought by Purchaser must be brought within 30 days of the date of performance of the Service giving rise to the claim. • Purchaser's sole remedy for a breach of the warranty set forth in this Section 14 will be the re -performance of the Services, or if that is not possible or practical, the refund of the price of the Services that breached the warranty. • Purchaser shall notify Company in writing detailing any defects in Service for which a warranty claim is being made. • COMPANY SHALL NOT IN ANY EVENT BE LIABLE FOR INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL PUNITIVE OR LIQUIDATED DAMAGES IN ANY ACTION ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), INTENDED CONDUCT OR OTHERWISE, INCLUDING WITHOUT LIMITATION DAMAGES RELATING TO THE LOSS OF PROFITS, INCOME OR GOODWILL, REGARDLESS OF WHETHER COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. • IN NO EVENT WILL COMPANY'S LIABILITY FOR MONETARY DAMAGES UNDER THIS AGREEMENT EXCEED THE FEES PAID OR DUE AND PAYABLE FOR THE SERVICES UNDER THIS AGREEMENT (OR THE RELEVANT PURCHASE ORDER). • EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, COMPANY MAKES, AND PURCHASER RECEIVES, NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, ARISING OUT OF, RELATED TO, OR UNDER THIS AGREEMENT, AND SPECIFICALLY DENIES THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY. FURTHER, EXCEPT AS EXPRESSLY SET FORTH HEREIN, COMPANY ACKNOWLEDGES THAT THE SERVICES AND STRUCTURES PROVIDED HEREIN ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. COMPANY DOES NOT WARRANT THAT THE SERVICES OR STRUCTURES WILL MEET YOUR REQUIREMENTS OR THOSE OF THE OWNER. • The warranties for the Structures are contained in a separate document between Company and the ultimate Owner of the Structures, which will be provided to Owner at the time of completion of the work. 15) Indemnification: To the fullest extent permitted by law, Purchaser shall indemnify, defend and hold harmless the Company and its consultants, agents and employees or any of them from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, related to the installation of the Structure or performance of the Services, provided that such claim, damage, loss or expense is attributable to bodily injury to, sickness, disease or death of a person or to injury to or destruction of tangible property, but only to the extent caused by the negligent acts or omissions of the Purchaser or its agents, employees, or subcontractors or anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in this Section 15. 16) Warranty:, • USA SHADE provides a limited warranty on all USA SHADE -supplied labor and materials. No other warranty is implied. • The warranty set forth shall be the purchaser's sole and exclusive warranty, and is void if structures are not paid for in full. • The warranty is void if any changes, modifications, additions or attachments are made to the structures without the prior written consent of USA SHADE. • The warranty is void if the structures are not assembled in strict compliance with USA SHADE specifications. • The warranty will be void if regular maintenance is not performed. This is particularly critical in regions where dirt/sand may cause abrasion of fabric. • The warranties below are effective from the date of sale, or, if assembled by USA SHADE, the date of construction completion. • USA SHADE reserves the right to repair or replace any item covered by this warranty. • Purchaser shall notify USA SHADE in writing, detailing any defects for which a warranty claim is being made. • USA SHADE shall not in any event be liable for indirect, special, consequential, or liquidated damages. • USA SHADE specifically denies the implied warranties of fitness for a particular purpose and merchantability. • No signs, objects, fans, light fixtures, etc., may be hung from the structures, unless specifically engineered by USA SHADE. These items may interfere with the fabric, voiding the warranty. • The warranty shall be void if damage to the steel frame or fabric top is caused by misuse, willful or intentional damage, vandalism, any Act of God (i.e. hurricane, tomado, micro/macroburst), including, but not limited to, ice, snow, or wind in excess of applicable building code parameters. • For all units assembled by USA SHADE the "Customer Checklist and Sign -off" form must be signed and retumed to USA SHADE within 10 business days from the date of construction completion, or USA SHADE will not be held responsible for any damage to the structures. The warranty will also be considered null and void until this checklist is received by USA SHADE. Proposal -SP Page 6 Initials PROPOSAL Corporate Mailing Address: P.O. Box 560168 Dallas, TX 75356-0168 (800) 966-5005 USASHADE & Fabric Structures, Inc. Sun Ports A Brand of USA Shade & Fabric Structures, Inc. Remittance address: USA Shade & Fabric Structures, Inc. P.O. Box 678420 Dallas, TX 75267-8420 Shadesure TM Fabric: • Shadesure TM fabrics carry a 10 -year limited manufacturer's warranty from the date of assembly, against failure from significant fading, deterioration, breakdown, mildew, outdoor heat, cold, or discoloration, with the exception of Red and CoolbrellaT"" fabrics, which carry a 3 - year limited warranty. Should the fabric need to be replaced under the warranty, USA SHADE will manufacture and ship a new fabric at no charge for the first 6 years, thereafter pro -rated at 18% per annum over the last 4 years. • This warranty shall be void if damage to the fabric is caused by contact with chemicals, misuse, vandalism, any Act of God (i.e. hurricane, tomado, micro/macroburst), including, but not limited to, ice, snow, or wind in excess of the applicable building code parameters. • All fabric tops are warranted for winds/gusts up to 90mph and prior to snow or ice accumulation. • All fabric curtains, valances and flat vertical panels are not covered under the warranty. • Fabric is not warranted where it is assembled on a structure that is not engineered and built by USA SHADE. • USA SHADE structures are designed to eliminate friction between the rafters and fabric. The warranty will be voided if any modification or attachment is made to the rafter(s). The fabric will wear/tear should any object be placed between the rafter and the fabric, voiding the warranty. • Labor for the removal, assembly, and/or freight will be covered for a period of 1 year, where the structures supplied and assembled by USA SHADE are defective. In all cases where the structures are not assembled by USA SHADE, or its agents, all labor for the removal, assembly, and/or freight will be at the customers' expense, and the warranty will only be applicable to the repair or replacement of the defective materials. • USA SHADE reserves the right, in cases where certain fabric colors have been discontinued, to offer the customer a choice of available colors to replace the warranted fabric of the discontinued color. USA SHADE does not warrant that any particular color will be available for any period of time, and reserves the right to discontinue any color for any reason, without recourse by the owner of the discontinued fabric color. Colourshade® FR Fabric: • Colourshade® FR fabrics carry a 5 -year limited manufacturer's warranty from the date of assembly, against failure from significant fading, deterioration, breakdown, mildew, outdoor heat, cold, or discoloration, with the exception of FR Red and Coolbrellam fabrics, which carry a 3 -year limited warranty. Should the fabric need to be replaced under the warranty, USA SHADE will manufacture and ship a new fabric at no charge for 5 years. • This warranty shall be void if damage to the fabric is caused by contact with chemicals, misuse, vandalism, any Act of God (i.e. hurricane, tomado, micro/macroburst), including, but not limited to, ice, snow, or wind in excess of the applicable building code parameters. • All fabric tops are warranted for winds/gusts up to 90mph and prior to snow or ice accumulation. • All fabric curtains, valances and flat vertical panels are not covered under the warranty. • Fabric is not warranted where it is assembled on a structure that is not engineered and built by USA SHADE. • USA SHADE structures are designed to eliminate friction between the rafters and fabric. The warranty will be voided if any modification or attachment is made to the rafter(s). The fabric will wear/tear should any object be placed between the rafter and the fabric, voiding the warranty. • Labor for the removal, assembly, and/or freight will be covered for a period of 1 year, where the structures supplied and assembled by USA SHADE are defective. In all cases where the structures are not assembled by USA SHADE or its agents, all labor for the removal, assembly and/or freight will be at the customers' expense, and the warranty will only be applicable to the repair or replacement of the defective materials. • USA SHADE reserves the right, in cases where certain fabric colors have been discontinued, to offer the customer a choice of available colors to replace the warranted fabric of the discontinued color. USA SHADE does not warrant that any particular color will be available for any period of time and reserves the right to discontinue any color for any reason, without recourse by the owner of the discontinued fabric color. NOTE: Shadesuren" and Colourshade® FR fabric warranties cover fabric tops up to 40' in length. Fabric tops over 40' in length are covered by a non - prorated 5 -year warranty. Additionally, fabric tops made from other fabric types (Le. Sunbrella®) will include their respective manufacturer's warranty. Shadesure and Coolbrella are trademarks of USA SHADE & Fabric Structures, Inc. Colourshade is a registered trademark of Multiknit Pty. Ltd. Sunbrella is a registered trademark of Glen Raven Custom Fabrics, LLC. Steel: • The structural integrity of the steel is warranted for 10 years. • Workmanship and powder coated surfaces are warranted for 1 year. • This warranty shall be void if damage to the steel frame is caused by misuse, vandalism, any Act of God (i.e. hurricane, tomado, micro/macroburst), including, but not limited to, ice, snow, or wind in excess of applicable building code parameters. Thread: • USA SHADE warranties its sewing thread for a period of 8 years. • The thread will be free from defects in material/workmanship and will not be damaged by exposure to sunlight, weather, or water. Proposal -SP Page 7 Initials PROPOSAL Corporate Mailing Address: P.O. Box 560168 Dallas, TX 75356-0168 (800) 966-5005 USASHADE & Fabric Structures, Inc. t/un Ports A Brand of USA Shade & Fabric Structures, Inc. Remittance address: USA Shade & Fabric Structures, Inc. P.O. Box 678420 Dallas, TX 75267-8420 • This warranty does not cover damage from fire, cuts, vandalism, misuse, or any Act of God (Le. hurricane, tornado, micro/macroburst), including, but not limited to, ice, snow, or wind in excess of the applicable building code. • Labor for the removal, assembly and/or freight of tops with damage caused by thread will only be covered in instances where USA SHADE has assembled the unit. In all cases where units where not assembled by USA SHADE, all labor for the removal, assembly and/or freight will be for the customers account and the warranty will only be applicable to the repair or replacement of defective materials. 17) Site/Use Review by Purchaser: Company relies on the Purchaser to determine that the Structure(s) 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. Company can recommend or supply at additional cost, padding for posts from a third party manufacturer. 18) Delegation: Subcontractors: The Services and the manufacturing and assembly of the Structures may be performed by subcontractors under appropriate agreements with the Company. 19) Force Majeure: Impracticability: The Company shall not be charged with any loss or damage for failure or delay in delivering or assembling of the shade Structures when such failure or delay is due to any cause beyond the control of the Company, due to compliance with govemmental regulations or orders, or due to any acts of God, strikes, lockouts, slowdowns, wars or shortages in transportation, materials or labor. 20) Dispute Resolution: Any controversy or claim arising out of or related to this agreement must be settled by binding arbitration administered in Dallas, Texas by a single arbitrator selected by the parties or by the American Arbitration Association, and conducted in accordance with the construction industry arbitration rules. Judgment upon the award may be entered in any court having jurisdiction thereof. 21) Entire Agreement; No Reliance: This agreement represents and contains the entire agreement between the parties. Prior discussion or verbal representations by the parties that are not contained in this agreement are not part of this agreement. Purchaser hereby acknowledges that it has not received or relied upon any statements or representations by Company or its agents which are not expressly stipulated herein, including. Without limitation any statements as to the Structures, warranties or Services provided hereunder. 22) No Third -Party Beneficiaries: This agreement creates no third party rights or obligations between Company and any other person, including any Owner who is not also a purchaser. It is understood and agreed that the parties do not intend that any third party should be a beneficiary of this Agreement. 23) Goveminq Law: The agreement will be construed and enforced in accordance with the laws of the State of Texas. 24) Assignment: Purchaser may not assign this agreement, by operation of law or otherwise, without the prior written consent of Company. The agreement shall be binding upon and insure to the benefit of the Company and the Purchaser, and their successors and permitted assigns. 25) Materially Increased Costs: Company reserves the right to implement a surcharge for material increases in raw materials, induding but not limited to fuel, steel and concrete. Due to the duration of proposals and contracts, Company reserves the right to implement this surcharge when it determines that raw material cost increases warrant it. Executed to be effective as of the date executed by the Company: PURCHASER: COMPANY: Ci of Rou Signature: By: (Print) STEVE NIE RW00 I' Title: CAV Wrt•1 CHER-- Date: ,pa' 7 Proposal -SP USA SHADE & FABRIC STRUCTURES, INC. Signature: By: (Print) Title: Date: Rob Edgar Vice President of Sales Page 8 Initials • PROPOSAL Corporate Mailing Address: P.O. Box 560168 Dallas, TX 75356-0168 (800) 966-5005 USASHADE & Fabric Structures, Inc. Stan Ports A Brand of USA Shade & Fabric Structures, Inc. Remittance address: USA Shade & Fabric Structures, Inc. P.O. Box 678420 Dallas, TX 75267-8420 NOTE: All purchase orders and contracts should be drafted in the name of USA Shade & Fabric Structures, Inc. Proposal -SP Page 9 Initials