HomeMy WebLinkAbout11 C42010 USA Shade & Fabric Structures - PDACCONTRACT NO. C40210
STAFF REPORT
CITY OF PALM DESERT
COMMUNITY DEVELOPMENT DEPARTMENT
MEETING DATE: August 26, 2021
PREPARED BY: Jennifer Nelson, Management Analyst
REQUEST: Request for Authorization to contract with USA Shade & Fabric
Structures to design and install a shade structure at the Palm Desert
Aquatic Center in the amount of $143,267.45
Recommendation
By Minute Motion:
1. Award contract to USA Shade & Fabric Structures to design and install a
shade structure at the Palm Desert Aquatic Center (PDAC) in the amount
of $143,267.45; and
2. Authorize the City Manager or designee to review and approve change
orders for the use of additional funds for unanticipated costs up to a
specified amount not to exceed $10,000.00, per Palm Desert Municipal
Code Section 3.30.170(A); and
3. Authorize the Mayor to execute the Agreement.
If the above actions are approved, funds are available in the following account:
Aquatic Center Capital Project Account No. 2424549-4400100
Committee/Commission Recommendation
For many years staff has indicated to the Parks and Recreation Commission that shade
is the number one sought after amenity at PDAC. The most recent structure was approved
and installed in 2013. This amenity continues to be requested from visitors, so as part of
the Fiscal Year 2021/2022 budget process, adding shade structures in various areas
throughout the pool deck was discussed and the install of an additional structure was
approved at the March 2, 2021 Commission meeting as well as adding a new structure
each fiscal year for the next four years.
August 26, 2021 - Staff Report
Contract with USA Shade & Fabric Structures at PDAC
Page 2 of 3
Strategic Plan
High quality facility management and ongoing amenity additions at PDAC sustains one
of the City's premier recreational facilities. By preserving and enhancing this facility, the
City furthers its goals of continuing the high quality of life that our residents and visitors
expect. The proposed action will further the goals of the Strategic Plan by providing
pervasive recreation opportunities for residents and visitors.
Background Analysis
When PDAC opened its doors on June 25, 2011, there were no shade structures
anywhere on site and staff quickly became aware that shade was going to be needed,
particularly during the summer months. In Spring of 2013 the current three (3) structures
were installed (Attachment No. 1). Since that time, no additional structures have been
added.
It is apparent that shade is greatly needed and the attached proposed five (5) area site
plan from USA Shade & Fabric Structures (Attachment No. 1) was requested and
reviewed. This vendor was responsible for installing the current shade structures at the
facility. Area 3 (Attachment No. 1 and No. 2) was chosen for the current fiscal year as the
lap pool is the most utilized pool at this time and has the greatest need for additional
shade. The purchase of this 18ft x 120ft shade unit will include labor, materials, permitting,
manufactured drawings, construction, site specific footings, supervision, and clean-up.
The structure will help reduce temperatures on the deck surfacing allowing patrons to
enjoy their experience more comfortably.
Ideally staff would have taken the selected Area 3 back to the Parks and Recreation
Commission for final approval but time is of the essence to purchase the unit as the price
of steel, like many things post Covid-19, is increasing daily. The vendor has supplied the
attached letter (Attachment No. 3) explaining the situation in detail. If materials continue
to increase like they are today, the structures are predicted to rise 100% in price by
December 2021. In addition, due to current conditions, vendors are only guaranteeing
quotes for 15 days. The attached Letter of Intent, with City Council approval, was provided
to hold the vendor to the quoted price until the City Council could meet again and approve
the contract (Attachment No. 4).
To expedite the agreement and guarantee the best possible price, staff believed foregoing
the bidding process and utilizing the City of Palm Desert Municipal Code Section 3.30.160
(E) that allows the City to participate as a government entity through a cooperative
purchasing organization was the best option. The contract with USA Shade & Fabric
Structures will be entered through Sourcewell, Contract No. 010521-LTS-6 (Attachment
No. 5) Sourcewell is a cooperative purchasing organization, established through a
collaborative effort to assist public agencies and non -profits across the United States with
the specific purpose of reducing procurement costs by leveraging group volume.
Sourcewell accomplishes this by soliciting proposals and awarding contracts that are held
August 26, 2021 - Staff Report
Contract with USA Shade & Fabric Structures at PDAC
Page 3 of 3
by a principal procurement agency for commonly purchased products and services at
prices that have been assessed to be fair, reasonable, and competitive.
This project represents a continuing effort by the Parks and Recreation Commission and
the City to provide shade for PDAC patrons and to protect facility amenities. the best price available andtavoid
aff is
recommending approval of this agreement to guarantee
paying higher costs in the near future.
Fiscal Analysis
The funds to support this have been included in the Fiscal Year 20t d fo1-2r 2 b fdgt. .el yeah
s
is a one-time purchase and no additional financial impact is anticip
LEGAL REVIEW DEPT. REVIEW FINANCIAL REVIEW ASSISTANT
ITY MANAGER
N/A
Robert W. Hargreaves
City Attorney
514.4 e1Q
Eric Ceja
Interim Director of
Development Services
Joy L W4- Esp%r O '
For Janet M. Moore
Director of Finance
City Manager, L. Todd Hileman: L_. TDOIO1 I-F�Lew�aw
VENDOR: USA Shade & Fabric Structures
2580 Esters Blvd., Suite 100
DFW Airport, TX 75261
Andy Jirestine
Andy Firestine
Assistant City Manager
ATTACHMENTS: 1. Ariel View
2. Proposal for Area 3
3. Letter from Vendor regarding rising steel prices
4. Letter of Intent
5. Sourcewell Contract Information
6. Draft Maintenance Agreement
CITY COUNCILATION
APPROVED \ DENIED
RECEIVED OTHER
MEETING DATg ' ' ii,C 2 1
AYES:11(4'nNIEs-a clEi«limn!11U�-K('
NOES: IV0d
ABSENT: NV
ABSTAIN: NIM -
VERIFIED BY• N LF\ I S rS
Original on File with City Clerk's Office
[This page has intentionally been left blank.]
Attachment No. 1
2011 Arial (No Shade Structure) Current Arial (Shade 3 Structures)
Proposed Site Plan (5 Areas)
Area 3 (Deck View)
[This page has intentionally been left blank.]
Attachment No. 2
USASHADE
& Fabric Structures,
Sourcewell Proposal
PD Aquatics Center
8110/2021
Proposal Valid for 15 Days from above date
Proposal Prepared For:
City of Palm Desert
73510 Fred Waring Drive
Palm Desert, CA 92260
AZ: 289388 CA: 989458 LA: 61718 NV:78724
NM: 383826 TN: 68712 DIR: 1000003533
www.usa-shade.com
800-966-5005
USASHADE
& Fabric Structures®
Date: 8/10/2021
Proposal for USA SHADE & Fabric Structures
Project Information:
Sales Information:
Purchaser:
Project Name:
Quote No:
PO No:
City of Palm Desert
PD Aquatics Center
01061521AAD
Contact: Jennifer Nelson
Phone: (760) 776-6481
Email: inelsonPcitvofoalmdesert.ore
Fax:
Sales Rep: Ashley Donde
Phone:
Email:
Fax:
(760) 250-7824
ashlev.dondePusa-shade.com
Billing Information:
Shipping Information: Jobsite Information:
City of Palm Desert
73510 Fred Waring Drive
Palm Desert
CA
92260
Contact: Jennifer Nelson
Phone (760) 776-6481
Email: inelsonOcitvofoalmdesert.ore
Fax:
CORPORATE ADDRESS:
2580 Esters Blvd., Suite 100
DFW Airport, TX 75261
SOUTHERN CALIFORNIA
1085 N. Main Street, Suite C
Orange
CA
92867
Contact:
Phone
Email:
Fax:
Palm Desert Aquatic Center
73751 Magnesia Falls Drive
Palm Desert
CA
92260
Construction Dept Contact: David Keyes
(714) 427-6981 Phone (760) 565-7467
Iuis.ceballosCa usa-shade.com Email: dkevesc desertvmca.ore
Fax:
MAILING ADDRESS: REMITTANCE ADDRESS:
P.O. Box 3467 P.O. Box 734158
Coppel, TX 75019 Dallas, TX 75373-4158
SOUTHERN CALIFORNIA: NORTHERN CALIFORNIA: 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 Napa, CA 94558 Mesa, AZ 85202 Las Vegas, NV 89118
NOTE: This message is intended only for the use of the individual to whom it is addressed, and contains information that is privileged, confidential, and exempt
from disclosure under applicable law. If you are not the intended recipient, or the employee or agent responsible for delivering this message to the intended
recipient, you are hereby notified that any unauthorized disclosure, distribution, or copying of this communication is strictly prohibited. If you have received this
communication in error, please notify us immediately by phone and return the original message to the applicable address above.
www.usa-shade.com 800-966-5005
AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DI R: 1000003533
& Fabric Structures.
0
USASHADE
Structure Pricing
Area 3
UNIT IMAGE UNIT DETAILS
Unit Quantity:
Unit Type:
Structure Size:
USA Shade Model
NumhPr
Entry Height:
No of Columns:
No of Fabric Tops:
Fabric Type:
Fabric Color:
(Steel Finish:
'Steel Color:
Electrical Provisions:
'Cable/HDW Finish:
'Concept No:
PRICE
143,267.45
1
Full Hip Cantilever Joined
18ft x 120ft
302.5
8ft
5
4
Colourshade_FR
Blue
Coastal Primer w/
Powder Coating
White
0
Galvanized
Foundations By
Grout Installation
Footing Type:
Base Attachment:
Anchor Bolts:
Concrete Cutting:
Dirt Removal:
Surface Type:
USA Shade
Not Applicable
Drilled Pier
PIH - Embed
Not Applicable
Not Applicable
Included
Grass
NOTES
Price includes Engineering drawings, Structures,
Foundations, Installation at Prevailing Wage Rates,
Sales Tax, payment and performance bond.
www.usa-shade.com 800-966-5005
AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR: 1000003533
USASHADE
8� Fabric Structures,
ACCESS/MISC.
QTY ITEM
DETAILS
COST
TOTAL FOR ACCESS/MISC ITEMS:
PRICINGTOTALS:
Unit Total
Less Sourcewell Discount
Shipping/Handling
SUBTOTAL
Sales Tax (7.75%)
Engineering & Bond Costs
Installation (Prevailing Wage Rates)
82,967.36
(8,296.73)I
5,644.46
$ 80,315.09
$ 6,224.42
$ 8,024.24
$ 48,703.70
$ 143,267.45
(1) Upon execution of the Agreement (Deposit) PO
1(2) Upon delivery of Unit(s)
I(3) Upon completion of assembly/installation
(4) Other (specify):
100%
NOTES:
Sourcewell Contract # 030117-LTS
USA SHADE reserves the right to implement a surcharge for significant increases in raw materials, including the following, but
not limited to: fuel, steel , fabric, and concrete. Proposal pricing is only valid for 15 days 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 determined.
ENGINEERING REQUIREMENTS
NOTES
Building Code
Wind Load
Snow Load
Drawing Size
No. of Sealed Drawings
Calculations Required
CBC 2019
115 mph
5 psf
Electronic
1
Yes
INCLUDED EXCLUDED
INCLUSIONS / EXCLUSIONS
ENGINEERING REQUIREMENTS
INCLUDED EXCLUDED
INSTALLATION - MISCELLANEOUS
O ❑ Sealed Drawings & Calculations
O ❑ Permit Submittal
❑ 0 Permit Fee
❑ O DSA Submittal & Fees
O ❑ Design and Engineering of Structure
O ❑ Design and Engineering of Foundation
❑ 0 Reactions and Loads for attachment to Walls, Rooftops, or Other
O O Foundation Location and Elevation Survey
O
0
El
❑ Prevailing Wage / Certified Payroll
O Union Wages
• Fencing
O water and Electrical
p Landscape Repair
O Demolition (Existing Structures)
❑ Payment and Performance Bonds
❑ p Special Inspection Fees
www.usa-shade.com 800-966-5005
AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR: 1000003533
USASHADE
& Fabric Structures.
Construction Assumptions
1) The designated area for our structures will be accessible by drive -up for unloading of our trucks and equipment, including personnel man -lifts, forklifts,
etc. Should a crane be required and direct access not available, additional costs for such will be submitted by a Change Order.
2) Our pricing is based on the ability to perform all of our work with clear, sequential, and continuous access without interruption during normal daytime
working hours. We have assumed one mobilization for the installation of foundations, steel and fabric; if additional mobilizations are required, there will
be an additional charge. We will require exclusive access to the area for our work during the construction process.
3) Our pricing does not include daily site delays accessing the work areas. USA SHADE will submit a Change Order for any delays caused by other trades
which interfere or cause us to stop working.
4) We will require site sanitary facilities and refuse containers by others within 200 feet of our work.
5) USA SHADE will leave its work and materials in a clean condition at the conclusion of our work.
6) Barricades and public security requirements are not included.
7) Unless specifically included in this proposal, this agreement does not include, and Company will not provide, services, labor, or materials for any of the
following work: (a) removal and disposal of any materials containing asbestos or any hazardous materials as defined by the EPA; (b) moving Owner's
property around the installation site; (c) repair or replacement of any Purchaser or Owner -supplied materials; or (d) repair of damage to existing surfaces
that may occur when construction equipment and vehicles are being used in the normal course of construction.
8) Pricing for foundation design is based on drilled pier footings. In the event the geotechnical report requires an alternate configuration, any additional
costs incurred will be submitted to the client by a Change Order.
9) Digging of our foundations will not be constrained by any existing concrete or utilities. USA SHADE will not be responsible for moving or repairing any
underground utility lines such as electrical, telephone, gas, water, or sprinkler lines that may be encountered during installation.
10) Any additional costs incurred as a result of hard rock conditions requiring extra equipment, utility removal or repair, resulting in delay, will result in
additional charges unless they are detailed on as -built site drawings provided to USA SHADE or marked on the ground and communicated to USA SHADE in
writing prior to installation.
GENERAL TERMS & CONDITIONS AND WARRANTY
1) Proposal: The above proposal is valid for 1 Year 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 to implement a surcharge for
significant increases in raw materials, including, but not limited to; fuel, steel, and concrete. Due to the duration of time between proposals, contracts, and
final installation, USA SHADE & Fabric Structures reserves the right to implement this surcharge, when applicable.
2) Purchase: By executing this proposal, or submitting a purchase order pursuant to this proposal (which shall incorporate the terms of this agreement
specifically by reference) which is accepted by USA SHADE & Fabric Structures (the "Company"), the purchaser identified above ("you" or the "Purchaser")
agrees to purchase Shade Structures brand shade structures ("Structures") and the services to be provided by the Company, as detailed in the "Structure
Pricing" and "General Scope of Work" sections of this agreement, above, or in the relevant purchase order accepted by the Company, for use by Purchaser
or for installation by Company or Purchaser on behalf of a third -party who will be the ultimate owner of the Structures (the ultimate owner of a Structure,
whether Purchaser or a third -party, being the "Owner").
3) Short Ship Claims: Purchaser has 15 days from receipt of the structures to file a short ship report in writing to its sales representative. Company will not
honor claims made after this time.
4) Standard Exclusions: Unless specifically included under the "General Scope of Work" section above, this agreement does not include, and Company will
not provide, services, labor, or materials for any of the following work: (a) removal and disposal of any materials containing asbestos or any hazardous
materials as defined by the EPA; (b) moving Owner's property around the installation site; (c) repair or replacement of any Purchaser or Owner -supplied
materials; (d) repair of concealed underground utilities not located on prints supplied to Company by Owner during the bidding process, or physically
staked out by Owner, and which are damaged during construction during normal course of construction.
www.usa-shade.com 800-966-5005
AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR: 1000003533
USASHADE
& Fabric Structures.
5) Bonding Guidelines: If Purchaser will use or provide the Structures and Services for an Owner other than Purchaser (including, without limitation, as a
subcontractor of Purchaser), Purchaser will include the following statement in Purchaser's contract with Owner:
"The manufacturer's warranty for the Shade Structures brand shade structures is a separate document between USA SHADE & Fabric Structures and
the ultimate owner of the Shade Structures brand shade structures, which will be provided to the ultimate owner at the time of completion of the
installation and other services to be provided by USA SHADE & Fabric Structures. Due to surety requirements, any performance and/or payment
bond will cover only the first year of the USA SHADE & Fabric Structures warranty."
6) Insurance Requirements: Company is not required to provide any insurance coverage in excess of Company's standard insurance. A copy of the
Company's standard insurance is available for your review prior to acceptance of the Company's proposal.
7) Payment: Terms of payment are defined in the "Pricing Details" section and are specific to this contract. For purposes of this agreement, "Completion" is
defined as being the point at which the Structure is suitable for its intended use, the issue of occupancy consent, or a final building department approval is
issued, whichever occurs first. Progress billing and payment will be required. All payments must be made to Shade Structures, Inc., P.O. Box 734158,
Dallas, TX 75373-4158. Company may use all remedies available to it under current laws including, but not limited to, filing of liens against the property
and using a collection agency or the courts to secure the collection of the outstanding debt.
8) Lien Releases: Upon request by Owner, Company will issue appropriate partial lien releases as corresponding payments are received from Purchaser, but
prior to receiving final payment from Purchaser or Owner. Company will provide a full release of liens upon receipt of final payment. In accordance with
state laws, Company reserves the right to place a lien on the property if final payment has not been received 10 days prior to the filing deadline for liens.
9) Site Plan Approval. Permit/s. Permit Fees. Plans. Engineering Drawings. and Surveying: Site plan approval, permits, permit fees, plans, engineering
drawings, and surveying are specifically excluded from this agreement and the Services unless specified under the "General Scope of Work". The Company
does not in any way warrant or represent that a permit or site plan approval for construction will be obtained. Sealed engineered drawings that are
required but not included in the "General Scope of Work" will result in an additional cost to Purchaser.
10) Manufacturing & Delivery: Manufacturing lead-time from Company's receipt of the "Notice To Proceed" is approximately 6 to 8 weeks for standard
structures, and 8 to 12 weeks for custom structures. Delivery is approximately 1 week thereafter. Delivery of structures may be prior to or at start of
assembly. Please note that these timelines do not include approval or permitting timeframes.
11) Returned Product. Deposits. and/or Cancelled Order: Within the first 45 days after shipment from our facility, all returned product(s) and cancelled
orders are subject to a 50% restocking fee. No returns are available following this 45 day period. All deposits are non-refundable. All expenses incurred
(engineering, site surveys, shipping, handling, etc.) are the responsibility of the Purchaser, up to notice of cancellation.
12) Concealed Conditions: "Concealed conditions" include, without limitation, water, gas, sprinkler, electrical and sewage lines, post tension cables, and steel
rebar. This agreement is based solely on observations the Company was able to make either by visual inspection or by drawings and/or plans submitted by
Owner at the time this agreement was bid. If additional Concealed Conditions are discovered once work has commenced, which were not visible at the
time this proposal was bid, Company will stop work and indicate these unforeseen Concealed Conditions to Purchaser or Owner so that Purchaser and
Company can execute a Change Order for any additional work. In any event, any damage caused by or to unforeseen Concealed Conditions is the sole
responsibility of the Purchaser and Company shall not be held liable for any such damage. Soil conditions are assumed to be soil that does not contain any
water, hard rock (such as limestone, caliche, etc.), rocks larger than 4 inches in diameter, or any other condition that will require additional labor,
equipment and/or materials not specified by the Purchaser or Owner in the bidding process. Any condition requiring additional labor, equipment, and/or
materials to complete the drilling or concrete operations will require a Change Order before Company will complete the process. Price quotes are based
on a drilled pier footing. Any variation will incur additional charges (i.e. spread footings, concrete mat, sand, water, landfill, etc.). Costs for footing and
installation do not include any allowance for extending below frost lines (the additional costs for which vary by geographical region).
www.usa-shade.com 800-966-5005
AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR: 1000003533
USASHADE
& Fabric Structures.
13) Changes in the Work: During the course of this project, Purchaser may order changes in the work (both additions and deletions). Additionally, an
approving agency may require changes in the work from the original design or engineering quoted and provided by the Company (both additions and
deletions.) The cost of these changes will be determined by the Company, and a Change Order form must be completed and signed by both the Purchaser
and the Company, which will detail the "General Scope of the Change Order". Should any Change Order be essential to the completion of the project, and
the Purchaser refuses to authorize such Change Order, then Company will be deemed to have performed its part of the project, and the project and
services will be terminated. Upon such termination, Company will submit a final billing to Purchaser for payment, less a labor allowance for work not
performed but including additional charges incurred due to the stoppage. No credit will be allowed for materials sold and supplied, which will remain the
property of the Purchaser.
14) Indemnification: To the fullest extent permitted by law, Purchaser shall indemnify, defend, and hold harmless the Company and its consultants, agents,
and employees or any of them from and against claims, damages, losses and expenses, including, but not limited to, attorneys' fees related to the
installation of the Structure or performance of the services, provided that such claim, damage, loss, or expense is attributable to bodily injury to, sickness,
disease, or death of a person, or to injury to or destruction of tangible property, but only to the extent caused by the negligent acts or omissions of the
Purchaser or its agents, employees, or subcontractors, or anyone directly or indirectly employed by them or anyone for whose acts they may be liable,
regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder. Such obligation shall not be
construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in Section 15.
15) Statement of Limited Warranty:
• The structural integrity of all supplied steel is warranted for ten years.
• If assembly is provided by the Company, workmanship of the structure is covered for one year, including labor for the removal of any failed part,
disassembly (if necessary), cost of shipping, and reassembly.
• All steel surface finishes are warranted for one year.
• Shadesure'"", Colourshade® FR, eXtreme 32"', Commercial 95"", SaFRshade'"", and Monotec 370'"" fabrics all carry a ten year limited manufacturer's
warranty against failure from significant fading, deterioration, breakdown, outdoor heat, cold, or discoloration. Should the fabric need to be replaced
under the warranty, the Company will manufacture and ship a new replacement fabric at no charge for the first six years, thereafter pro -rated at 20% per
year over the remaining four years. The following are exceptions to the preceding warranty terms:
o Shadesure'" fabrics in Red, Yellow, Atomic Orange, Electric Purple, Zesty Lime, Cinnamon, Olive, and Mulberry carry a five year pro -rated
o Fabric tops attached to Coolbrella'" structures carry a three year warranty;
o Individual fabric tops measuring greater than 40' in length are covered by a non -prorated five year warranty;
o Precontraint 502'"" waterproof membrane is subject to an eight year pro -rated warranty.
• Sewing thread is warranted for ten years.
www.usa-shade.com 800-966-5005
AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR: 1000003533
USASHADE
& Fabric Structures.
General Limited Warranty Terms and Conditions
• These limited warranties are effective from the date of sale, or, if assembly is provided by the Company, upon receipt by Company from Purchaser of a
completed and signed "Customer Checklist and Sign -off" form.
• In its sole discretion, the Company will repair and or/replace defective structures, products or workmanship, or refund that portion of the price related to
the defective product, labor, or service rendered.
• The Company reserves the right, in cases where certain fabric colors have been discontinued, to offer the Purchaser or Owner a choice of available
alternative colors to replace the warranted fabric. The Company does not guarantee that any particular color will be available for any period of time, and
reserves the right to discontinue any color for any reason, without recourse by the Purchaser or Owner of the discontinued fabric color.
• Should the Purchaser or Owner sell the structures to another party, the warranty cannot be transferred to the new owner without a complete and
thorough on -site inspection performed by a Company representative. Please contact the Company at warranty@usa-shade.com for more details.
• All warranty claims covering Company supplied structures, products, and services must be submitted by Purchaser or Owner in writing to the Company
within thirty days from the date of discovery of the alleged defect and must include a detailed description and applicable photographs of the alleged defect
or problem. Warranty claims should be submitted by email to warranty@usa-shade.com.
• Purchaser or Owner agrees that venue for any court action to enforce these limited warranties shall be in the City or County of Dallas in the State of Texas,
USA.
• These limited warranties are void if:
o the supplied structures, products, services and/or labor are not paid for in full;
o the structures are not assembled in strict compliance with USA SHADE specifications;
o any changes, modifications, additions, or attachments are made to the structures in any way, without prior written approval from the Company.
Specifically, no signs, objects, fans, light fixtures, etc. may be hung from the structures, unless specifically engineered by the Company.
• These limited warranties do not cover defects and/or damages caused by:
o normal wear and tear;
o misuse, willful or intentional damage, vandalism, contact with chemicals, cuts and Acts of God (i.e. tornado, hurricane, micro/macros burst,
earthquake, wildfires, etc.);
o ice, snow or wind loads in excess of the designed load parameters engineered for the supplied structures;
o use, maintenance, neglect, repair, and/or service inconsistent with the Company's written care and maintenance instructions, provided with the
order.
• The limited warranties explicitly exclude:
o workmanship related to assembly not provided by the Company or its agents;
o fabric curtains, valances, and flat vertical panels;
o fabric tops installed on structures that were not engineered and originally supplied by the Company.
• THE COMPANY SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, LIQUIDATED, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS
OF REVENUE, PROFIT, USE OR GOODWILL, WHETHER BASED UPON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, ARISING
OUT OF A BREACH OF THIS WARRANTY OR IN CONNECTION WITH THE SALE, INSTALLATION, MAINTENANCE, USE, OPERATION OR REPAIR OF ANY
PRODUCT OR SERVICE. IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY AMOUNT GREATER THAN THE PURCHASE PRICE FOR ANY PRODUCT OR
SERVICE PROVIDED BY THE COMPANY.
• THE FOREGOING LIMITED WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY FOR THE COMPANY'S PRODUCTS AND SERVICES, AND IS IN LIEU OF ALL
OTHER WARRANTIES, EXPRESS OR IMPLIED, IN LAW OR IN FACT. SELLER SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR PURPOSE, AND ANY
IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING OR PERFORMANCE OR TRADE USAGE. PURCHASER, BY ACCEPTANCE AND USE OF THIS
LIMITED WARRANTY, WAIVES ANY RIGHTS IT WOULD OTHERWISE HAVE TO CLAIM OR ASSERT THAT THIS LIMITED WARRANTY FAILS OF ITS ESSENTIAL
PURPOSE.
Colourshade ® and eXtreme 32'" are registered trademarks of Multiknit Pty. Ltd.
Commercial 95'. and SaFRshade'' are registered trademarks of Gale Pacific USA Inc.
Monotec 370'" is a registered trademark of PRO -KNIT Industries Pty. Ltd.
Precontraint 502'" is a registered trademark of Serge Ferrari North America, Inc.
www.usa-shade.com 800-966-5005
AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR: 1000003533
USASHADE
& Fabric Structures.
16) Assembly/Installation:
• Company will notify Purchaser of the scheduled assembly date. Owner agrees to have an owner representative meet the assembly crew at the job site on
the scheduled assembly date to verify the exact location where the structure(s) is to be placed.
• Labor for the removal, assembly, and/or freight charges will only be covered by Company in instances where the structures supplied and installed by
Company are determined by the Company to be defective. In all cases where structures are not installed by Company, all labor for the removal, assembly,
and/or freight of the structures will be the Purchaser's responsibility.
• Installation prices are based on a single mobilization charge. If additional mobilizations are required, there will be additional charges.
• If the requested services require Company access to Owner's premises, Company will be provided access to the Owner's premises free and clear of debris,
automobiles, or other interference Monday — Friday during the hours of 8:OOam to 6:OOpm, and Company will have access to water and electrical facilities
during installation. Additional charges will apply if utilities are not easily accessible. Where applicable, all vehicles will be moved prior to Company's crew
beginning any installation.
• Company will not be responsible for moving or repairing any underground utility lines such as electrical, telephone, gas, water, or sprinkler lines that may
be encountered during installation.
• Any additional costs incurred as a result of hard rock conditions requiring extra equipment, utility removal or repair resulting in delay will result in
additional charges unless they are detailed on as -built site drawings provided to Company or marked on the ground and communicated to Company in
writing prior to fabrication and installation.
17) Installation/Assembly on -site: Where installation/assembly is part of the services, Purchaser must provide the Company with a detailed drawing
prepared by or for the Owner showing exactly where the structures are to be assembled as well as detailing any obstacles or other impediments that may
cause the assembly process to be more difficult. Any fixture(s), e.g., playground, pools, etc., that the structures are to be assembled over must also be
detailed, along with their peak heights (if applicable).
18) Site/Use Review by Purchaser: Company relies on the Purchaser to determine that the structures ordered are appropriate and safe for the Owner's
installation site and/or intended use. Company is not responsible for damages or injuries resulting from collisions by moving objects or persons with the
structure post(s). Company can recommend, or supply at additional cost, padding for posts from a third party manufacturer.
19) Preparatory Work: Where installation/assembly is part of the services and in the event that the foundation or job site is not suitable or ready for
assembly to begin on the scheduled day, a Delay of Order notification must be sent to Company at least 4 working days prior, in order to allow Company to
reschedule the project. In the event that Company is not notified and incurs an expense in attempting to execute the assembly, a re -mobilization charge
may be charged to Purchaser before Company will reschedule the assembly.
20) Delegation: Subcontractors: The services and the manufacturing and assembly of the structures may be performed by subcontractors under appropriate
agreements with the Company.
21) Force Maieure: Impracticability: The Company shall not be charged with any loss or damage for failure or delay in delivering or assembling of the
structures when such failure or delay is due to any cause beyond the control of the Company, due to compliance with governmental regulations or orders,
or due to any Acts of God, strikes, lockouts, slowdowns, wars, or shortages in transportation, materials or labor.
22) Dispute Resolution: Any controversy or claim arising out of or related to this agreement must be settled by binding arbitration administered in Dallas, TX
by a single arbitrator selected by the parties or by the American Arbitration Association, and conducted in accordance with the construction industry
arbitration rules. Judgment upon the award may be entered in any court having jurisdiction thereof.
23) Entire Agreement; No Reliance: This agreement represents and contains the entire agreement between the parties. Prior discussion or verbal
representations by the parties that are not contained in this agreement are not part of this agreement. Purchaser hereby acknowledges that it has not
received or relied upon any statements or representations by Company or its agents which are not expressly stipulated herein, including without limitation
any statements as to the structures, warranties, or services provided hereunder.
24) No Third -Party Beneficiaries: This agreement creates no third -party rights or obligations between Company and any other person, including any Owner
who is not also a Purchaser. It is understood and agreed that the parties do not intend that any third party should be a beneficiary of this agreement.
25) Governing Law: The agreement will be construed and enforced in accordance with the laws of the State of Texas.
26) Assignment: Purchaser may not assign this agreement, by operation of law or otherwise, without the prior written consent of Company. The agreement
shall be binding upon and insure to the benefit of the Company and the Purchaser, and their successors and permitted assigns.
www.usa-shade.com 800-966-5005
AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR: 1000003533
USASHADE
& Fabric Structures.
Executed to be effective as of the date executed by the Company:
NOTE: FOR ANY PURCHASE EQUAL TO OR EXCEEDING $100,000.00 USD, NO WORK, OTHER THAN PRE -WORK, SHALL BE UNDERTAKEN
WITHOUT A MUTUALLY ACCEPTABLE AND SIGNED CONSTRUCTION CONTRACT.
PURCHASER: SELLER:
City of Palm Desert Shade Structures, Inc. DBA USA Shade
Signature: Signature:
By: (Print) By: (Print)
Title: Title:
Date: Date:
NOTE: All purchase orders and contracts should be drafted in the name of
Shade Structures, Inc.
www.usa-shade.com 800-966-5005
AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR: 1000003533
Attachment No. 3
0 & Fabric Structures
USASHADE
USA Headquarters
DFW International Commerce Pork
2580 Esters Blvd., Suite 100
DFW Airport, TX 75261
FedEx and UPS Shipments
Mailing Address
P.O. Box 3467
Coppell, TX 75019
US Postal Service
July 16, 2021
Dear Valued Customer,
The aftereffects of the pandemic continue.
The steel industry, which had slowed down during the last year, is ramping back up but supply
is not able to keep pace with demand. It is difficult to turn on the news without hearing about
raw material and or labor shortages. Unfortunately, the steel industry has been impacted as
much or more than others. As a result, we are forced to add 8 weeks to our quoted ship dates.
This is driven by:
• Heightened demand across the steel sector
• Domestic/global shortage of steel slab
• Reduction in steel processing from domestic mill consolidation
• Raw material allocations for processing plants
We want to assure you that we are taking steps to minimize the impact on your business but
want to be upfront about the challenges we are facing. Relative to our competition, USA Shade
is uniquely positioned to work through these shortages. Our team is working across multiple
units to ensure any impact is short-lived.
If you have further questions, please contact your USA Shade account manager. We value you
as our customer and will keep you apprised of any developments as soon as possible.
Thank you for your patience,
Rob Blakley
Sr Vice President
USA Shade
USA-SHADE.COM I TF: 800.966.5005 I PH: 214.905.9500 I FX: 972.453.0010
[This page has intentionally been left blank.]
Attachment No. 4
CITY Of PflIM IIES[RT
73-510 FRED WARING DRIVE
PALM DESERT, CALIFORNIA 92260-2578
TEL:760 346-06II
info • cityofpalmdesert.org
Date: July 22, 2021
USA SHADE & Fabric Structures
Attn: Ashley Donde
DFW International Commerce Park
2580 Esters Blvd., Suite 100
DFW Airport, TX 75019
Non Binding Letter of Intent
Palm Desert Aquatic Center Shade Structure
Dear Ashley:
This document constitutes our Letter of Intent (LOI), for the shade structure project at the Palm
Desert Aquatic Center for (1)x 18ft x 120ft Full Cantilever Hip Structure. This LOI is in support of
your proposal #01061521AAD in the amount of $139,867.45.
We understand this to include:
• Design & Engineering as per plans
• Fabrication
• Installation (Including Foundations)
Please accept this LOI to serve notice of our intention to enter into contract for the above mentioned
project in accordance with your latest proposal dated July 21, 2021, pending City Council approval.
This letter is only a non -binding expression of intent. Entering into a contract requires approval of
the City Council, which retains complete discretion to approve or deny.
We will be going to City Council on August 26, 2021 and the shade structures will be on the agenda
for approval. The contract will follow shortly thereafter as long as it is approved. Please do not start
production until we have a fully executed agreement in place.
We look forward to working with you on this project and thank you for cooperation.
Sincerely,
Jennifer(POelson
Management Analyst
cc: Eric Ceja, Interim Director of Development Services
Robert Hargreaves, City Attorney
[This page has intentionally been left blank.]
Sourcewell �.
Attachment No. 5
Cooperative Purchasing Services & Programs Q
Sourcewell ,:
Products & Services
Contract Documents
Pricing
Contact Information
Become a Member
USA Shade - PlayPower, Inc.
Design/Build Fabric Shade Structure Manufacturer
#010521-LTS-6
Maturity Date: 02/17/2025
Contact Information
Vendor Contact Information
To purchase off this contract or for questions regarding products and pricing, please contact:
Caroline Hancock, Marketing Coodinator
Phone: 678-628-2274
Email: caroline.hancock@usa-shade.com
Whitney Klen, Director of Sales - Distribution
Phone: 800-966-5005
Mobile: 214-883-8823
Email: whitney.klen@usa-shade.com
Sourcewell Contact Information
For questions regarding contract documentation or the solicitation process, please contact:
Jill Beaupre, Supplier Development Administrator
Phone: 218-894-5487
Email: jill.beaupre@sourcewell-mn.gov
Heidi Murray, Supplier Development Specialist
Phone: 218-895-4119
Email: heidi.murray@sourcewell-mn.gov
Search Vendors & Contracts
Simply complete the online application or contact the Membership General Contracts
Team at membership@sou rcewelt-mn.gov or 877-585-9706.
ezIQC Contracts
Sourcewell's website may contain links to nongovernment websites being provided as a convenience and for informational purposes only. Sourcewell neither endorses nor guarantees, in any way, the external
organization's services, advice, or products included in these website links. Sourcewell bears no responsibility for the accuracy, legality, or timeliness of any content on the external site or for that of subsequent
links. All questions related to content on external sites should be addressed directly to the host of that particular website.
Sourcewell 170
About Compliance & Legal Solicitations Careers Contact
f tr in 0
Sourcewell for Vendors 3
Terms&Conditions Privacy Polity Sitemap Accessibility
9 2021 Sourcewell. All rights reserved.
DocuSign Envelope ID: F416D837-E545-4A9D-8F62-28D5E4268B24
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Sourcewell
Solicitation Number: RFP #010521
CONTRACT
This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN
56479 (Sourcewell) and PlayPower, Inc., 11515 Vanstory Drive #100, Huntersville, NC 28078
(Vendor).
Sourcewell is a State of Minnesota local government agency and service cooperative created
under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers
cooperative procurement solutions to government entities. Participation is open to federal,
state/province, and municipal governmental entities, higher education, K-12 education,
nonprofit, tribal government, and other public entities located in the United States and Canada.
Sourcewell issued a public solicitation for Playground and Water Play Equipment with Related
Accessories and Services from which Vendor was awarded a contract.
Vendor desires to contract with Sourcewell to provide equipment, products, or services to
Sourcewell and the entities that access Sourcewell's cooperative purchasing contracts
(Participating Entities).
1. TERM OF CONTRACT
A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below.
B. EXPIRATION DATE AND EXTENSION. This Contract expires February 17, 2025, unless it is
cancelled sooner pursuant to Article 22. This Contract may be extended up to one additional
one-year period upon request of Sourcewell and with written agreement by Vendor.
C. SURVIVAL OF TERMS. Articles 11 through 14 survive the expiration or cancellation of this
Contract.
2. EQUIPMENT, PRODUCTS, OR SERVICES
A. EQUIPMENT, PRODUCTS, OR SERVICES. Vendor will provide the Equipment, Products, or
Services as stated in its Proposal submitted under the Solicitation Number listed above.
Vendor's Equipment, Products, or Services Proposal (Proposal) is attached and incorporated
into this Contract.
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All Equipment and Products provided under this Contract must be new/current model. Vendor
may offer close-out or refurbished Equipment or Products if they are clearly indicated in
Vendor's product and pricing list. Unless agreed to by the Participating Entities in advance,
Equipment or Products must be delivered as operational to the Participating Entity's site.
This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated,
sales and sales volume are not guaranteed.
B. WARRANTY. Vendor warrants that all Equipment, Products, and Services furnished are free
from liens and encumbrances, and are free from defects in design, materials, and workmanship.
In addition, Vendor warrants the Equipment, Products, and Services are suitable for and will
perform in accordance with the ordinary use for which they are intended. Vendor's dealers and
distributors must agree to assist the Participating Entity in reaching a resolution in any dispute
over warranty terms with the manufacturer. Any manufacturer's warranty that is effective past
the expiration of the Vendor's warranty will be passed on to the Participating Entity.
C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution, Vendor will
make available to Sourcewell a means to validate or authenticate Vendor's authorized dealers,
distributors, and/or resellers relative to the Equipment, Products, and Services related to this
Contract. This list may be updated from time -to -time and is incorporated into this Contract by
reference. It is the Vendor's responsibility to ensure Sourcewell receives the most current
version of this list.
3. PRICING
All Equipment, Products, or Services under this Contract will be priced as stated in Vendor's
Proposal.
When providing pricing quotes to Participating Entities, all pricing quoted must reflect a
Participating Entity's total cost of acquisition. This means that the quoted cost is for delivered
Equipment, Products, and Services that are operational for their intended purpose, and
includes all costs to the Participating Entity's requested delivery location.
Regardless of the payment method chosen by the Participating Entity, the total cost associated
with any purchase option of the Equipment, Products, or Services must always be disclosed in
the pricing quote to the applicable Participating Entity at the time of purchase.
A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly
packaged. Damaged Equipment and Products may be rejected. If the damage is not readily
apparent at the time of delivery, Vendor must permit the Equipment and Products to be
returned within a reasonable time at no cost to Sourcewell or its Participating Entities.
Participating Entities reserve the right to inspect the Equipment and Products at a reasonable
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time after delivery where circumstances or conditions prevent effective inspection of the
Equipment and Products at the time of delivery.
Vendor must arrange for and pay for the return shipment on Equipment and Products that arrive
in a defective or inoperable condition.
Sourcewell may declare the Vendor in breach of this Contract if the Vendor intentionally
delivers substandard or inferior Equipment or Products. In the event of the delivery of
nonconforming Equipment and Products, the Participating Entity will notify the Vendor as soon
as possible and the Vendor will replace nonconforming Equipment and Products with
conforming Equipment and Products that are acceptable to the Participating Entity.
B. SALES TAX. Each Participating Entity is responsible for supplying the Vendor with valid tax -
exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax-
exempt entity.
C. HOT LIST PRICING. At any time during this Contract, Vendor may offer a specific selection
of Equipment, Products, or Services at discounts greater than those listed in the Contract.
When Vendor determines it will offer Hot List Pricing, it must be submitted electronically to
Sourcewell in a line -item format. Equipment, Products, or Services may be added or removed
from the Hot List at any time through a Sourcewell Price and Product Change Form as defined
in Article 4 below.
Hot List program and pricing may also be used to discount and liquidate close-out and
discontinued Equipment and Products as long as those close-out and discontinued items are
clearly identified as such. Current ordering process and administrative fees apply. Hot List
Pricing must be published and made available to all Participating Entities.
4. PRODUCT AND PRICING CHANGE REQUESTS
Vendor may request Equipment, Product, or Service changes, additions, or deletions at any
time. All requests must be made in writing by submitting a signed Sourcewell Price and Product
Change Request Form to the assigned Sourcewell Contract Administrator. This form is available
from the assigned Sourcewell Contract Administrator. At a minimum, the request must:
• Identify the applicable Sourcewell contract number;
• Clearly specify the requested change;
• Provide sufficient detail to justify the requested change;
• Individually list all Equipment, Products, or Services affected by the requested change,
along with the requested change (e.g., addition, deletion, price change); and
• Include a complete restatement of pricing documentation in Microsoft Excel with the
effective date of the modified pricing, or product addition or deletion. The new pricing
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restatement must include all Equipment, Products, and Services offered, even for those
items where pricing remains unchanged.
A fully executed Sourcewell Price and Product Request Form will become an amendment
to this Contract and be incorporated by reference.
5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS
A. PARTICIPATION. Sourcewell's cooperative contracts are available and open to public and
nonprofit entities across the United States and Canada; such as federal, state/province,
municipal, K-12 and higher education, tribal government, and other public entities.
The benefits of this Contract should be available to all Participating Entities that can legally
access the Equipment, Products, or Services under this Contract. A Participating Entity's
authority to access this Contract is determined through its cooperative purchasing, interlocal,
or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service
Member of Sourcewell during such time of access. Vendor understands that a Participating
Entity's use of this Contract is at the Participating Entity's sole convenience and Participating
Entities reserve the right to obtain like Equipment, Products, or Services from any other source.
Vendor is responsible for familiarizing its sales and service forces with Sourcewell contract use
eligibility requirements and documentation and will encourage potential participating entities
to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its
roster during the term of this Contract.
B. PUBLIC FACILITIES. Vendor's employees may be required to perform work at government -
owned facilities, including schools. Vendor's employees and agents must conduct themselves in
a professional manner while on the premises, and in accordance with Participating Entity
policies and procedures, and all applicable laws.
6. PARTICIPATING ENTITY USE AND PURCHASING
A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under
this Contract, a Participating Entity must clearly indicate to Vendor that it intends to access this
Contract; however, order flow and procedure will be developed jointly between Sourcewell and
Vendor. Typically, a Participating Entity will issue an order directly to Vendor. If a Participating
Entity issues a purchase order, it may use its own forms, but the purchase order should clearly
note the applicable Sourcewell contract number. All Participating Entity orders under this
Contract must be issued prior to expiration of this Contract; however, Vendor performance,
Participating Entity payment, and any applicable warranty periods or other Vendor or
Participating Entity obligations may extend beyond the term of this Contract.
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Vendor's acceptable forms of payment are included in Attachment A. Participating Entities will
be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of
any Participating Entity.
B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and
conditions to a purchase order, or other required transaction documentation, may be
negotiated between a Participating Entity and Vendor, such as job or industry -specific
requirements, legal requirements (e.g., affirmative action or immigration status requirements),
or specific local policy requirements. Some Participating Entitles may require the use of a
Participating Addendum; the terms of which will be worked out directly between the
Participating Entity and the Vendor. Any negotiated additional terms and conditions must
never be less favorable to the Participating Entity than what is contained in this Contract.
C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires
service or specialized performance requirements (such as e-commerce specifications,
specialized delivery requirements, or other specifications and requirements) not addressed in
this Contract, the Participating Entity and the Vendor may enter into a separate, standalone
agreement, apart from this Contract. Sourcewell, including its agents and employees, will not
be made a party to a claim for breach of such agreement.
D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or
in part, immediately upon notice to Vendor in the event of any of the following events:
1. The Participating Entity fails to receive funding or appropriation from its governing body
at levels sufficient to pay for the goods to be purchased;
2. Federal, state, or provincial laws or regulations prohibit the purchase or change the
Participating Entity's requirements; or
3. Vendor commits any material breach of this Contract or the additional terms agreed to
between the Vendor and a Participating Entity.
E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a
Participating Entity's order will be determined by the Participating Entity making the purchase.
7. CUSTOMER SERVICE
A. PRIMARY ACCOUNT REPRESENTATIVE. Vendor will assign an Account Representative to
Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is
changed. The Account Representative will be responsible for:
• Maintenance and management of this Contract;
• Timely response to all Sourcewell and Participating Entity inquiries; and
• Business reviews to Sourcewell and Participating Entities, if applicable.
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B. BUSINESS REVIEWS. Vendor must perform a minimum of one business review with
Sourcewell per contract year. The business review will cover sales to Participating Entities,
pricing and contract terms, administrative fees, supply issues, customer issues, and any other
necessary information.
8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT
A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Vendor must provide a contract
sales activity report (Report) to the Sourcewell Contract Administrator assigned to this
Contract. A Report must be provided regardless of the number or amount of sales during that
quarter (i.e., if there are no sales, Vendor must submit a report indicating no sales were made).
The Report must contain the following fields:
• Customer Name (e.g., City of Staples Highway Department);
• Customer Physical Street Address;
• Customer City;
• Customer State/Province;
• Customer Zip Code;
• Customer Contact Name;
• Customer Contact Email Address;
• Customer Contact Telephone Number;
• Sourcewell Assigned Entity/Participating Entity Number;
• Item Purchased Description;
• Item Purchased Price;
• Sourcewell Administrative Fee Applied; and
• Date Purchase was invoiced/sale was recognized as revenue by Vendor.
B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell,
the Vendor will pay an administrative fee to Sourcewell on all Equipment, Products, and
Services provided to Participating Entities. The Administrative Fee must be included in, and not
added to, the pricing. Vendor may not charge Participating Entities more than the contracted
price to offset the Administrative Fee.
The Vendor will submit payment to Sourcewell for the percentage of administrative fee stated
in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased
by Participating Entities under this Contract during each calendar quarter. Payments should
note the Vendor's name and Sourcewell-assigned contract number in the memo; and must be
mailed to the address above "Attn: Accounts Receivable" or remitted electronically to
Sourcewell's banking institution per Sourcewell's Finance department instructions. Payments
must be received no later than 45 calendar days after the end of each calendar quarter.
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Vendor agrees to cooperate with Sourcewell in auditing transactions under this Contract to
ensure that the administrative fee is paid on all items purchased under this Contract.
In the event the Vendor is delinquent in any undisputed administrative fees, Sourcewell
reserves the right to cancel this Contract and reject any proposal submitted by the Vendor in
any subsequent solicitation. In the event this Contract is cancelled by either party prior to the
Contract's expiration date, the administrative fee payment will be due no more than 30 days
from the cancellation date.
9. AUTHORIZED REPRESENTATIVE
Sourcewell's Authorized Representative is its Chief Procurement Officer.
Vendor's Authorized Representative is the person named in the Vendor's Proposal. If Vendor's
Authorized Representative changes at any time during this Contract, Vendor must promptly
notify Sourcewell in writing.
10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE
A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records,
documents, and accounting procedures and practices relevant this Agreement are subject to
examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the
end of this Contract. This clause extends to Participating Entities as it relates to business
conducted by that Participating Entity under this Contract.
B. ASSIGNMENT. Neither the Vendor nor Sourcewell may assign or transfer any rights or
obligations under this Contract without the prior consent of the parties and a fully executed
assignment agreement. Such consent will not be unreasonably withheld.
C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective
until it has been fully executed by the parties.
D. WAIVER. If either party fails to enforce any provision of this Contract, that failure does not
waive the provision or the right to enforce it.
E. CONTRACT COMPLETE. This Contract contains all negotiations and agreements between
Sourcewell and Vendor. No other understanding regarding this Contract, whether written or
oral, may be used to bind either party. For any conflict between the attached Proposal and the
terms set out in Articles 1-22, the terms of Articles 1-22 will govern.
F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent
contractors, each free to exercise judgment and discretion with regard to the conduct of their
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respective businesses. This Contract does not create a partnership, joint venture, or any other
relationship such as master -servant, or principal -agent.
11. LIABILITY
Vendor must indemnify, save, and hold Sourcewell and its Participating Entities, including their
agents and employees, harmless from any claims or causes of action, including attorneys' fees,
arising out of the performance of this Contract by the Vendor or its agents or employees; this
indemnification includes injury or death to person(s) or property alleged to have been caused
by some defect in the Equipment, Products, or Services under this Contract to the extent the
Equipment, Product, or Service has been used according to its specifications.
12. GOVERNMENT DATA PRACTICES
Vendor and Sourcewell must comply with the Minnesota Government Data Practices Act,
Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell
under this Contract and as it applies to all data created, collected, received, stored, used,
maintained, or disseminated by the Vendor under this Contract.
If the Vendor receives a request to release the data referred to in this article, the Vendor must
immediately notify Sourcewell and Sourcewell will assist with how the Vendor should respond
to the request.
13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT
A. INTELLECTUAL PROPERTY
1. Grant of License. During the term of this Contract:
a. Sourcewell grants to Vendor a royalty -free, worldwide, non-exclusive right and
license to use theTrademark(s) provided to Vendor by Sourcewell in advertising and
promotional materials for the purpose of marketing Sourcewell's relationship with
Vendor.
b. Vendor grants to Sourcewell a royalty -free, worldwide, non-exclusive right and
license to use Vendor's Trademarks in advertising and promotional materials for the
purpose of marketing Vendor's relationship with Sourcewell.
2. Limited Right of Sublicense. The right and license granted herein includes a limited right
of each party to grant sublicenses to its and their respective distributors, marketing
representatives, and agents (collectively "Permitted Sublicensees") in advertising and
promotional materials for the purpose of marketing the Parties' relationship to Participating
Entities. Any sublicense granted will be subject to the terms and conditions of this Article.
Each party will be responsible for any breach of this Article by any of their respective
sublicensees.
3. Use; Quality Control.
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a. Sourcewell must not alter Vendor's Trademarks from the form provided by
Vendor and must comply with Vendor's removal requests as to specific uses of its
trademarks or logos.
b. Vendor must not alter Sourcewell's Trademarks from the form provided by
Sourcewell and must comply with Sourcewell's removal requests as to specific uses
of its trademarks or logos.
c. Each party agrees to use, and to cause its Permitted Sublicensees to use, the
other party's Trademarks only in good faith and in a dignified manner consistent
with such party's use of the Trademarks. Upon written notice to the breaching party,
the breaching party has 30 days of the date of the written notice to cure the breach
or the license will be terminated.
4. As applicable, Vendor agrees to indemnify and hold harmless Sourcewell and its
Participating Entities against any and all suits, claims, judgments, and costs instituted or
recovered against Sourcewell or Participating Entities by any person on account of the use
of any Equipment or Products by Sourcewell or its Participating Entities supplied by Vendor
in violation of applicable patent or copyright laws.
5. Termination. Upon the termination of this Contract for any reason, each party, including
Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites,
and the like bearing the other party's name or logo (excepting Sourcewell's pre-printed
catalog of vendors which may be used until the next printing). Vendor must return all
marketing and promotional materials, including signage, provided by Sourcewell, or dispose
of it according to Sourcewell's written directions.
B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released
without prior written approval from the Authorized Representatives. Publicity includes notices,
informational pamphlets, press releases, research, reports, signs, and similar public notices
prepared by or for the Vendor individually or jointly with others, or any subcontractors, with
respect to the program, publications, or services provided resulting from this Contract.
C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be
approved by Sourcewell. Materials should be sent to the Sourcewell Contract Administrator
assigned to this Contract.
D. ENDORSEMENT. The Vendor must not claim that Sourcewell endorses its Equipment,
Products, or Services.
14. GOVERNING LAW, JURISDICTION, AND VENUE
Minnesota law governs this Contract. Venue for all legal proceedings out of this Contract, or its
breach, must be in the appropriate state court in Todd County or federal court in Fergus Falls,
Minnesota.
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15. FORCE MAJEURE
Neither party to this Contract will be held responsible for delay or default caused by acts of God
or other conditions that are beyond that party's reasonable control. A party defaulting under
this provision must provide the other party prompt written notice of the default.
16. SEVERABILITY
If any provision of this Contract is found to be illegal, unenforceable, or void then both
Sourcewell and Vendor will be relieved of all obligations arising under such provisions. If the
remainder of this Contract is capable of performance, it will not be affected by such declaration
or finding and must be fully performed.
17. PERFORMANCE, DEFAULT, AND REMEDIES
A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and
address unresolved contract issues as follows:
1. Notification. The parties must promptly notify each other of any known dispute and
work in good faith to resolve such dispute within a reasonable period of time. If necessary,
Sourcewell and the Vendor will jointly develop a short briefing document that describes the
issue(s), relevant impact, and positions of both parties.
2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified
above, either Sourcewell or Vendor may escalate the resolution of the issue to a higher
level of management. The Vendor will have 30 calendar days to cure an outstanding issue.
3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the
Vendor must continue without delay to carry out all of its responsibilities under the
Contract that are not affected by the dispute. If the Vendor fails to continue without delay
to perform its responsibilities under the Contract, in the accomplishment of all undisputed
work, any additional costs incurred by Sourcewell and/or its Participating Entities as a result
of such failure to proceed will be borne by the Vendor.
B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract,
or any Participating Entity order under this Contract, in default:
1. Nonperformance of contractual requirements, or
2. A material breach of any term or condition of this Contract.
Written notice of default and a reasonable opportunity to cure must be issued by the party
claiming default. Time allowed for cure will not diminish or eliminate any liability for liquidated
or other damages. If the default remains after the opportunity for cure, the non -defaulting
party may:
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• Exercise any remedy provided by law or equity, or
• Terminate the Contract or any portion thereof, including any orders issued against the
Contract.
18. INSURANCE
A. REQUIREMENTS. At its own expense, Vendor must maintain insurance policy(ies) in effect at
all times during the performance of this Contract with insurance company(ies) licensed or
authorized to do business in the State of Minnesota having an "AM BEST" rating of A- or better,
with coverage and limits of insurance not less than the following:
1. Workers' Compensation and Employer's Liability.
Workers' Compensation: As required by any applicable law or regulation.
Employer's Liability Insurance: must be provided in amounts not less than listed below:
Minimum limits:
$500,000 each accident for bodily injury by accident
$500,000 policy limit for bodily injury by disease
$500,000 each employee for bodily injury by disease
2. Commercial General Liability Insurance. Vendor will maintain insurance covering its
operations, with coverage on an occurrence basis, and must be subject to terms no less
broad than the Insurance Services Office ("ISO") Commercial General Liability Form
CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include
liability arising from premises, operations, bodily injury and property damage,
independent contractors, products -completed operations including construction defect,
contractual liability, blanket contractual liability, and personal injury and advertising
injury. All required limits, terms and conditions of coverage must be maintained during
the term of this Contract.
Minimum Limits:
$1,000,000 each occurrence Bodily Injury and Property Damage
$1,000,000 Personal and Advertising Injury
$2,000,000 aggregate for Products -Completed operations
$2,000,000 general aggregate
3. Commercial Automobile Liability Insurance. During the term of this Contract, Vendor
will maintain insurance covering all owned, hired, and non -owned automobiles in limits
of liability not less than indicated below. The coverage must be subject to terms no less
broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or
equivalent.
Minimum Limits:
$1,000,000 each accident, combined single limit
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4. Umbrella Insurance. During the term of this Contract, Vendor will maintain umbrella
coverage over Workers' Compensation, Commercial General Liability, and Commercial
Automobile.
Minimum Limits:
$2,000,000
5. Professional/Technical, Errors and Omissions, and/or Miscellaneous Professional
Liability. During the term of this Contract, Vendor will maintain coverage for all claims
the Vendor may become legally obligated to pay resulting from any actual or alleged
negligent act, error, or omission related to Vendor's professional services required
under this Contract.
Minimum Limits:
$2,000,000 per claim or event
$2,000,000 — annual aggregate
Failure of Vendor to maintain the required insurance will constitute a material breach entitling
Sourcewell to immediately terminate this Contract for default.
B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Vendor must furnish
to Sourcewell a certificate of insurance, as evidence of the insurance required under this
Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to
Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the
Sourcewell Contract Administrator assigned to this Contract. The certificates must be signed by
a person authorized by the insurer(s) to bind coverage on their behalf.
Failure to request certificates of insurance by Sourcewell, or failure of Vendor to provide
certificates of insurance, in no way limits or relieves Vendor of its duties and responsibilities in
this Contract.
C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY
INSURANCE CLAUSE. Vendor agrees to list Sourcewell and its Participating Entities, including
their officers, agents, and employees, as an additional insured under the Vendor's commercial
general liability insurance policy with respect to liability arising out of activities, "operations," or
"work" performed by or on behalf of Vendor, and products and completed operations of
Vendor. The policy provision(s) or endorsement(s) must further provide that coverage is
primary and not excess over or contributory with any other valid, applicable, and collectible
insurance or self-insurance in force for the additional insureds.
D. WAIVER OF SUBROGATION. Vendor waives and must require (by endorsement or
otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional
insureds for losses paid under the insurance policies required by this Contract or other
insurance applicable to the Vendor or its subcontractors. The waiver must apply to all
deductibles and/or self -insured retentions applicable to the required or any other insurance
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maintained by the Vendor or its subcontractors. Where permitted by law, Vendor must require
similar written express waivers of subrogation and insurance clauses from each of its
subcontractors.
E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this
Contract can be met by either providing a primary policy or in combination with
umbrella/excess liability policy(ies), or self -insured retention.
19. COMPLIANCE
A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this
Contract must comply fully with applicable federal laws and regulations, and with the laws in
the states and provinces in which the Equipment, Products, or Services are sold.
B. LICENSES. Vendor must maintain a valid and current status on all required federal,
state/provincial, and local licenses, bonds, and permits required for the operation of the
business that the Vendor conducts with Sourcewell and Participating Entities.
20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION
Vendor certifies and warrants that it is not in bankruptcy or that it has previously disclosed in
writing certain information to Sourcewell related to bankruptcy actions. If at any time during
this Contract Vendor declares bankruptcy, Vendor must immediately notify Sourcewell in
writing.
Vendor certifies and warrants that neither it nor its principals are presently debarred,
suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs
operated by the State of Minnesota; the United States federal government or the Canadian
government, as applicable; or any Participating Entity. Vendor certifies and warrants that
neither it nor its principals have been convicted of a criminal offense related to the subject
matter of this Contract. Vendor further warrants that it will provide immediate written notice
to Sourcewell if this certification changes at any time.
21. PROVISIONS FOR NON -UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER
UNITED STATES FEDERAL AWARDS OR OTHER AWARDS
Participating Entities that use United States federal grant or FEMA funds to purchase goods or
services from this Contract may be subject to additional requirements including the
procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit
Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may also require
additional requirements based on specific funding specifications. Within this Article, all
references to "federal" should be interpreted to mean the United States federal government.
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The following list only applies when a Participating Entity accesses Vendor's Equipment,
Products, or Services with United States federal funds.
A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all
contracts that meet the definition of "federally assisted construction contract" in 41 C.F.R. § 60-
1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in
accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319,
12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending
Executive Order 11246 Relating to Equal Employment Opportunity," and implementing
regulations at 41 C.F.R. § 60, "Office of Federal Contract Compliance Programs, Equal
Employment Opportunity, Department of Labor." The equal opportunity clause is incorporated
herein by reference.
B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal
program legislation, all prime construction contracts in excess of $2,000 awarded by non-
federal entities must include a provision for compliance with the Davis -Bacon Act (40 U.S.C. §
3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5,
"Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted
Construction"). In accordance with the statute, contractors must be required to pay wages to
laborers and mechanics at a rate not less than the prevailing wages specified in a wage
determination made by the Secretary of Labor. In addition, contractors must be required to pay
wages not less than once a week. The non-federal entity must place a copy of the current
prevailing wage determination issued by the Department of Labor in each solicitation. The
decision to award a contract or subcontract must be conditioned upon the acceptance of the
wage determination. The non-federal entity must report all suspected or reported violations to
the federal awarding agency. The contracts must also include a provision for compliance with
the Copeland "Anti -Kickback" Act (40 U.S.C. § 3145), as supplemented by Department of Labor
regulations (29 C.F.R. § 3, "Contractors and Subcontractors on Public Building or Public Work
Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that
each contractor or subrecipient must be prohibited from inducing, by any means, any person
employed in the construction, completion, or repair of public work, to give up any part of the
compensation to which he or she is otherwise entitled. The non-federal entity must report
all suspected or reported violations to the federal awarding agency. Vendor must be in
compliance with all applicable Davis -Bacon Act provisions.
C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where
applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve
the employment of mechanics or laborers must include a provision for compliance with 40
U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5).
Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of
every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess
of the standard work week is permissible provided that the worker is compensated at a rate of
not less than one and a half times the basic rate of pay for all hours worked in excess of 40
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hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction
work and provide that no laborer or mechanic must be required to work in surroundings or
under working conditions which are unsanitary, hazardous or dangerous. These requirements
do not apply to the purchases of supplies or materials or articles ordinarily available on the
open market, or contracts for transportation or transmission of intelligence. This provision is
hereby incorporated by reference into this Contract. Vendor certifies that during the term of an
award for all contracts by Sourcewell resulting from this procurement process, Vendor must
comply with applicable requirements as referenced above.
D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. lithe federal award
meets the definition of "funding agreement" under 37 C.F.R. § 401.2(a) and the recipient or
subrecipient wishes to enter into a contract with a small business firm or nonprofit organization
regarding the substitution of parties, assignment or performance of experimental,
developmental, or research work under that "funding agreement," the recipient or subrecipient
must comply with the requirements of 37 C.F.R. § 401, "Rights to Inventions Made by Nonprofit
Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative
Agreements," and any implementing regulations issued by the awarding agency. Vendor
certifies that during the term of an award for all contracts by Sourcewell resulting from this
procurement process, Vendor must comply with applicable requirements as referenced above.
E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL
ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require
the non-federal award to agree to comply with all applicable standards, orders or regulations
issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution
Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal
awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Vendor
certifies that during the term of this Contract will comply with applicable requirements as
referenced above.
F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award
(see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions
in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R.
§180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3
C.F.R. § 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names
of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared
ineligible under statutory or regulatory authority other than Executive Order 12549. Vendor
certifies that neither it nor its principals are presently debarred, suspended, proposed for
debarment, declared ineligible, or voluntarily excluded from participation by any federal
department or agency.
G. BYRD ANTI -LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Vendors must file
any required certifications. Vendors must not have used federal appropriated funds to pay any
person or organization for influencing or attempting to influence an officer or employee of any
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agency, a member of Congress, officer or employee of Congress, or an employee of a member
of Congress in connection with obtaining any federal contract, grant, or any other award
covered by 31 U.S.C. § 1352. Vendors must disclose any lobbying with non-federal funds that
takes place in connection with obtaining any federal award. Such disclosures are forwarded
from tier to tier up to the non-federal award. Vendors must file all certifications and disclosures
required by, and otherwise comply with, the Byrd Anti -Lobbying Amendment (31 U.S.C. §
1352).
H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Vendor must comply with
the record retention requirements detailed in 2 C.F.R. § 200.333. The Vendor further certifies
that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after
grantees or subgrantees submit final expenditure reports or quarterly or annual financial
reports, as applicable, and all other pending matters are closed.
I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Vendor
must comply with the mandatory standards and policies relating to energy efficiency which are
contained in the state energy conservation plan issued in compliance with the Energy Policy
and Conservation Act.
J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Vendor must comply
with all applicable provisions of the Buy American Act. Purchases made in accordance with the
Buy American Act must follow the applicable procurement rules calling for free and open
competition.
K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Vendor agrees that duly authorized
representatives of a federal agency must have access to any books, documents, papers and
records of Vendor that are directly pertinent to Vendor's discharge of its obligations under this
Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right
also includes timely and reasonable access to Vendor's personnel for the purpose of interview
and discussion relating to such documents.
L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is
a state agency or agency of a political subdivision of a state and its contractors must comply
with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation
and Recovery Act. The requirements of Section 6002 include procuring only items designated in
guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the
highest percentage of recovered materials practicable, consistent with maintaining a
satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the
value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring
solid waste management services in a manner that maximizes energy and resource recovery;
and establishing an affirmative procurement program for procurement of recovered materials
identified in the EPA guidelines.
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22. CANCELLATION
Sourcewell or Vendor may cancel this Contract at any time, with or without cause, upon 60
days' written notice to the other party. However, Sourcewell may cancel this Contract
immediately upon discovery of a material defect in any certification made in Vendor's Proposal.
Cancellation of this Contract does not relieve either party of financial, product, or service
obligations incurred or accrued prior to cancellation.
Sourcewell PlayPower, Inc.
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Title: Director of Operations &
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2/15/2021 1 10:36 PM CST
Date:
Approved:
DocuSigned by:
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Chad Coauette
Title: Executive Director/CEO
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Date:
Docu Signed by:
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By: B286C633F68749C...
W. Todd Brinker
Title: Senior Vice President Global Sales &
Marketing Outdoor Play
Date:
2/15/2021 1 2:23 PM CST
Rev. 10/2020 17
DocuSign Envelope ID: F416D837-E545-4A9D-8F62-28D5E4268B24
RFP 010521 - Playground and Water Play Equipment with Related
Accessories and Services
Vendor Details
Company Name: PlayPower
11515 Vanstory Drive
Address: Suite 100
Huntersville, NC 28078
Contact: Christine Stepp
Email: christine.stepp@playpower.com
Phone: 570-259-5466
HST#: 431681424
Submission Details
Created On: Tuesday November 17, 2020 12:27:42
Submitted On: Tuesday January 05, 2021 16:13:14
Submitted By: Christine Stepp
Email: christine.stepp@playpower.com
Transaction #: 21 ef8062-9c3f-45fb-8ccb-e615e3baf910
Submitter's IP Address: 149.20.204.131
Bid Number: RFP 010521 Vendor Name: PlayPower
DocuSign Envelope ID: F416D837-E545-4A9D-8F62-28D5E4268B24
Specifications
Table 1: Proposer Identity & Authorized Representatives
General Instructions (applies to all Tables) Sourcewell prefers a brief but thorough response to each question. Please do not merely
attach additional documents to your response without also providing a substantive response. Do not leave answers blank; mark "NA" if
the question does not apply to you (preferably with an explanation).
Line Question
Item
Response*
1 Proposer Legal Name (and
applicable d/b/a, if any):
2 Proposer Address:
3 Proposer website address:
4 Proposers Authorized
Representative (name, title,
address, email address & phone)
(The representative must have
authority to sign the "Proposer's
Assurance of Compliance" on
behalf of the Proposer and, in the
event of award, will be expected
to execute the resulting contract):
5 Proposers primary contact for this
proposal (name, title, address,
email address & phone):
6 Proposers other contacts for this
proposal, if any (name, title,
address, email address & phone):
PlayPower, Inc.
11515 Vanstory Drive #100, Huntersville, NC 28078
www.PlayPower.com
W. Todd Brinker
Senior Vice President, Global Sales & Marketing Outdoor Play
11515 Vanstory Drive, Suite 100
Huntersville, NC 28078
704-576-7928
Christine Stepp
Sales, Marketing and Contract Administrator
1000 Buffalo Road, Lewisburg, PA 17837
570-522-5441
Bill Wilhite — EZ Dock
Phone: 417 -737-2110
Email: Bill.Wilhite@playpower.com
Brett Kidd - Little Tikes Commercial
Phone: 678-432-0077
Cell: 573-701-2236
Email: Brett.Kidd@playpower.com
Mike Sutton — Miracle Recreation
Phone: 724-458-4986
Cell: 715-922-8707
Email: Mike.Sutton@playpower.com
Jennifer Smith
Phone: 225-907-4749
Cell: 225-424-8843
Email: Jennifer@nofault.com
David Sheedy — Playworld
Phone: 573-366-6337
Email: David.Sheedy@playpower.com
Christine Stepp — PlayPower
Phone: 527-259-5466
Email: Christine.Stepp@playpower.com
Brock Hodge - Soft Play
Phone: 704-948-3430
Mobile:704-904-4067
Email: Brock.Hodge@playpower.com
Kevin Spence — USA Shade
Phone: 214-269-4112
Mobile: 214-587-9397
Email: kevin.spence@USA-Shade.com
Dan Sullivan — Wabash Valley
Phone: 813-760-0382
Email: daniel.sullivan@playpower.com
Bid Number: RFP 010521 Vendor Name: PlayPower
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Table 2: Company Information and Financial Strength
Line
Item
Question
Response`
7 Provide a brief history of your company,
including your company's core values,
business philosophy, and industry longevity
related to the requested equipment, products
or services.
PlayPower, Inc. is the WORLD'S LARGEST, fully integrated manufacturer of
commercial playground equipment, park & site amenities, fabric shade structures,
floating dock systems, lifts for boats and personal water craft, innovative surfacing
products and indoor contained play structures. PlayPower is headquartered in
Huntersville NC, with marketing, sales and manufacturing facilities in Baton Rouge,
LA, Englewood, CO, Monett MO, Dallas TX, Lewisburg PA, Huntersville NC, United
Kingdom, Poland and Scotland. PlayPower's VISION is to be the leader in creating
legendary play and recreation experiences around the world. PlayPower's MISSION is
to design and manufacture fun and safe play and recreation equipment for all ages
and abilities. We will be recognized as the leader for inspiring and creating
innovative products and providing superior customer service. We will leverage our
brands globally to the benefit of those who use our products and to our customers,
employees, and shareholders. PlayPower VALUES honesty and integrity, respect and
caring for others, openness and collaboration, individual and team accountability,
passion and purpose. PlayPower began in 1927 with Miracle Recreation and is now
comprised of multiple companies (brands) focused on playgrounds, commercial
recreation and leisure. PlayPower's impressive portfolio of companies include:
o Miracle Recreation Equipment Company
o Little Tikes Commercial
o Playworld
o Wabash Valley
o EZ Dock
o USA Shade & Fabric Structures
o Soft Play
o Playtime
o No Fault
o Tayplay
o HAGS (international only)
PlayPower's companies are leaders in the markets in which they serve and in
combination, have HUNDREDS of years of experience bringing play and recreation to
life.
8
What are your company's expectations in the
event of an award?
• We will launch our contract heavily by targeting Sourcewell members with all of our
North American brands: Little Tikes Commercial, Miracle Recreation, Playworld, EZ
Dock, Soft Play, USA Shade, Wabash Valley and No Fault
• We will continue to lead Sourcewell as our North American and Canadian
cooperative contract solution, marketing through our corporate websites, dealer/rep
websites, catalogs, brochures, mailings, social media, and trade shows
• Our expectation, with having multiple brands in our portfolio, and as a turnkey
solution, PlayPower's Sourcewell contract sales would exceed $100M over the term
of the contract.
9 Demonstrate your financial strength and
stability with meaningful data. This could
include such items as financial statements,
SEC filings, credit and bond ratings, letters
of credit, and detailed reference letters.
Upload supporting documents (as applicable)
in the document upload section of your
response.
Please refer to the PlayPower Holdings Inc. and Subsidiaries 2019 Final pdf
attached to this response.
What is your US market share for the
solutions that you are proposing?
According to the Q2 2020 IPEMA Report (latest report), PlayPower's Outdoor
Playground equipment market share is approximately 33.0% in the United States.
What is your Canadian market share for the
solutions that you are proposing?
According to the Q2 2020 IPEMA Report (latest report), PlayPower's market share
is 26.0% in Canada.
Has your business ever petitioned for
bankruptcy protection? If so, explain in detail.
No
Bid Number: RFP 010521
Vendor Name: PlayPower
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13 How is your organization best described: is it
a manufacturer, a distributor/dealer/reseller, or
a service provider? Answer whichever
question (either a) or b) just below) best
applies to your organization.
a) If your company is best described as a
distributor/dealer/reseller (or similar entity),
provide your written authorization to act as a
distributor/dealer/reseller for the manufacturer
of the products proposed in this RFP. If
applicable, is your dealer network
independent or company owned?
b) If your company is best described as a
manufacturer or service provider, describe
your relationship with your sales and service
force and with your dealer network in
delivering the products and services proposed
in this RFP. Are these individuals your
employees, or the employees of a third party?
14 If applicable, provide a detailed explanation
outlining the licenses and certifications that
are both required to be held, and actually
held, by your organization (including third
parties and subcontractors that you use) in
pursuit of the business contemplated by this
RFP.
15 Provide all "Suspension or Debarment"
information that has applied to your
organization during the past ten years.
PlayPower, Inc. Is a manufacturer of Recreation and Playground Equipment,
Accessories and Supplies. PlayPower Inc., with a few exceptions of direct sales
representatives, operates with independent representatives/dealers that cover all areas
of North America and Internationally. All representatives, as contractually responsible,
sell, deliver and coordinate installation of all products proposed within this RFP. In
addition, PlayPower's installers are factory certified to repair and service
PlayPower's recreation and playground equipment, accessories, and supplies.
PlayPower is licensed to sell in all 50 states, 10 provinces and globally. We are
committed to provide Sourcewell and their members a safe, enjoyable, positive
environment to play and grow. Our commitment to provide such an environment
begins with meeting and/or exceeding safety performance specifications established
by organizations and regulatory bodies such as ASTM International, CPSC, CSA and
EN. We not only comply with these standards and guidelines, we also actively
participate in ASTM and CPSC development, and are active members of IPEMA.
Our employees, sales representatives, distributors, dealers and trained installers take
great pride in the commitment of safety in every aspect of designing, manufacturing
and installing recreation and playground equipment, accessories and supplies. They
have the knowledge and experience to provide positive recreation and play
environments that offer challenge and maximum play value for children of all ages
and abilities.
In the interest of safety, IPEMA provides a third -party Certification Service whereby a
designated independent laboratory validates a participant's certification of
conformance to ASTM F1487 & ASTM F2373, Standard Consumer Safety
Performance Specification for Playground Equipment for Public Use. The use of the
corresponding logos in all of PlayPower's outdoor brand catalogs signifies PlayPower
has received written validation from the independent laboratory that the product(s)
associated with the use of the logo conforms with the requirements of the indicated
standard. Please refer to IPEMA's web site to confirm product certification.
None
Bid Number: RFP 010521 Vendor Name: PlayPower
DocuSign Envelope ID: F416D837-E545-4A9D-8F62-28D5E4268B24
Table 3: Industry Recognition & Marketplace Success
Line Question
Item
Response*
16 Describe any relevant industry awards or
recognition that your company has received
in the past five years
17 What percentage of your sales are to the
governmental sector in the past three years
18 What percentage of your sales are to the
education sector in the past three years
19 List any state, provincial, or cooperative
purchasing contracts that you hold. What is
the annual sales volume for each of these
contracts over the past three years?
20 List any GSA contracts or Standing Offers
and Supply Arrangements (SOSA) that you
hold. What is the annual sales volume for
each of these contracts over the past three
years?
Table 4: References/Testimonials
• PlayForm 7 — Playworld — 2016 IDEA Silver Award. Recognized by Architect's
newspaper best products of 2016 award
• PlayCubes — Playworld — Winner of Architectrual Records 2016 Product of the Year
• The Chicago Athenaeum: Museum of Architecture and Design awarded Playworld
with The Good Design Award for PlayCubes, published in the Good Design
Yearbook for 2019-2020.
• NRPA Best Booth — Miracle - 2018
PlayPower percentage of sales to the government sector as as follows:
2020 - 62%
2019 - 66%
2018 - 71%
PlayPower percentage of sales to the education sector are as follows:
2020 - 29%
2019 - 25%
2018 - 22%
2018
CMAS
COA
COSTARS
DE USAGE
NJ STATE
PREP
SOURCEWEL
HGAC
NASPO
$288,288
KPN
$2,703
$429,901.58
$102,812.68
$5,690.00
$295,687.34
2019 2020
$205,565.74 $55,895.35
$376,404.54 $351,116.88
$17,322.82 $10,690.00
$442,753.06 $239,850.35
$237,565.00 $561,812.00
$38,840,671.82 $29,092,389.51 $26,043,818.71
$1,192,953 $236,858 $87,436
$2,256,692 $946,192
$212,068 $15,496
2019 2018 2017
GS-03F-072GA Miracle Recreation $14,061 $94,426 $157,563
GS-03F-055AA Little Tikes Commercial $41,812 $12,788 $74,698
GS-03F-0071T Playworld $8,680 $78,008 $84,356
GS-03F-0001U USA Shade $75,248 $183,919
$246,227
Line Item 21. Supply reference information from three customers who are eligible to be Sourcewell participating entities.
Entity Name *
ISaugus Union School District
I Houston County BOE
Northside ISD
Contact Name *
Lori Rubenstein — Director of Project Maintenance
Bill Dollar — Director of Maintenance
Linda Seewald — Coordinator Physical Education and
Health
Phone Number*
661-294-5300 (ext. 5154)
478-447-9301
210-397-8630
Bid Number: RFP 010521 Vendor Name: PlayPower
DocuSign Envelope ID: F416D837-E545-4A9D-8F62-28D5E4268B24
Table 5: Top Five Government or Education Customers
Line Item 22. Provide a list of your top five government, education, or non-profit customers (entity name is optional),
including entity type, the state or province the entity is located in, scope of the project(s), size of transaction(s), and dollar
volumes from the past three years.
Entity Name
Entity Type *
State /
Province *
Scope of Work *
Size of Transactions *
Dollar Volume Past Three
Years *
ABC Unified
School District
School
Education
California - CA
Surfacing
$580,000
$580,000
*
Northside ISD
Education
Texas -TX
Playground Equipment
$25,000
$1,200,000
Fulton County
School District
Education
Georgia - GA
Playground Equipment
$16,666
$1,200,000 *
MS/FEMA
CDC Grant
Government
Mississippi - MS
Playground Equipment
$15,833
$3,800,000 *
NASA
Government
Florida - FL
Indoor Play Equipment
$2,200,000
#2,300,000
Bid Number: RFP 010521 Vendor Name: PlayPower
DocuSign Envelope ID: F416D837-E545-4A9D-8F62-28D5E4268B24
Table 6: Ability to Sell and Deliver Service
Describe your company's capability to meet the needs of Sourcewell participating entities across the US and Canada, as applicable. Your
response should address in detail at least the following areas: locations of your network of sales and service providers, the number of
workers (full-time equivalents) involved in each sector, whether these workers are your direct employees (or employees of a third party),
and any overlap between the sales and service functions.
Line Question
Item
Response*
23 Sales force.
24 Dealer network or other distribution methods.
25 Service force.
26 Describe in detail the process and
procedure of your customer service
program, if applicable. Include your
response -time capabilities and
commitments, as well as any incentives that
help your providers meet your stated
service goals or promises.
27 Describe your ability and willingness to
provide your products and services to
Sourcewell participating entities in the
United States.
28 Describe your ability and willingness to
provide your products and services to
Sourcewell participating entities in Canada.
29 Identify any geographic areas of the United
States or Canada that you will NOT be fully
serving through the proposed contract.
30 Identify any Sourcewell participating entity
sectors (i.e., government, education, not -for -
profit) that you will NOT be fully serving
through the proposed contract. Explain in
detail. For example, does your company
have only a regional presence, or do other
cooperative purchasing contracts limit your
ability to promote another contract?
31 Define any specific contract requirements or
restrictions that would apply to our
participating entities in Hawaii and Alaska
and in US Territories.
Table 7: Marketing Plan
PlayPower's 700+ professional sales representatives/distributors/dealers are eager to
provide service to Sourcewell members. Our large portfolio and sales network provides *
a significant advantage for Sourcewell members in being able to find almost all of
their recreation and playground needs with PlayPower.
The majority of PlayPower's representatives, dealers and distributors are independent *
agencies, with a few exceptions where territories are covered with direct employees.
All representatives, distributors, dealers and installers are factory trained and certified
to either sell and/or service our products. Included is a listing of our comprehensive *
global list of representatives for each brand.
All inquiries regarding Customer service, warranty and repair of PlayPower recreation
and playground equipment and accessories should be coordinated with our
independent representative network. In addition, Sourcewell members can contact each
PlayPower division directly.
• Little Tikes - Claims can be submitted via email to
Itc_customer_care@playpower.com where they are reviewed by our Technical Support
Team. Customers can also call 800- 497-5246 and our Customer Service team will
be happy to assist during normal business hours (7:00 to 5:00 CST). After hours or
on weekends our 24-hour Customer Service Hotline is available by calling 866-LTC-
4FUN (866-582-4386)
• Miracle - Technical support line (888) 458-2752 seven days a week, 24 hours a day
• Playworld —Technical support line (800) 233-8404 is available 24/7 but all calls will
be handled during normal business hours 8:00am to 4:30pm EST. We have *
info@playworld.com for requests and we also have online chat available 8:00am-
4:30pm EST on our website.
• Wabash Valley — Technical support line (800) 253-8619 during the business hours of
8:00 to 5:00 EST M-F
• USA Shade — Technical support line (800) 966-5005 during the business hours of
8:00 to 5:00 CST M-F
• EZ Dock -(800) 654-8168, our Technical Support and Sales Administration Team will
assist during normal business hours 7:00 to 5:00 CST M-F.
• Soft Play- (800) 782-7529 Ext. 3429, any of our Technical Support or Sales
Administration Team will assist during normal business hours 7:00 to 5:00 CST M-F.
• No Fault - Main Office 1-800-232-7766 M-F during normal business hours of 8:00am-
5:00pm
All products and services proposed by PlayPower in this RFP are available to
Sourcewell members in all 50 US states. *
All products and services proposed by PlayPower in this RFP are available to
Sourcewell members in the 10 provinces of Canada.
PlayPower covers ALL geographic areas of the United States and Canada.
PlayPower serves all participating entity sectors and does not have any limitations to
do so.
There are not any contract restrictions that would apply to members in Hawaii, Alaska
and in the US territories.
Bid Number: RFP 010521 Vendor Name: PlayPower
DocuSign Envelope ID: F416D837-E545-4A9D-8F62-28D5E4268B24
Line
Item
Question
(Response*
32 Describe your marketing strategy for
promoting this contract opportunity.
Upload representative samples of your
marketing materials (if applicable) in
the document upload section of your
response.
33
Describe your use of technology and
digital data (e.g., social media,
metadata usage) to enhance
marketing effectiveness.
34 In your view, what is Sourcewell's role
in promoting contracts arising out of
this RFP? How will you integrate a
Sourcewell-awarded contract into your
sales process?
General Marketing Program Strategy:
The marketing plan objective is to increase the sales closure rate of SOURCEWELL
projects by providing high -quality leads and effective sales tools to our sales
representatives. We will promote the program nationally, including a multi -program
approach that overlays with our current marketing strategy and plans. Details of those
programs are as follows:
Catalogs/Brochures
• SOURCEWELL Brochures
• We have created brochures (one per brand) detailing the benefits of our
SOURCEWELL contract that is utilized during sales presentations and trade shows.
• Full Line Catalogs
• Our full line product catalog is produced and distributed annually and is available in
January.
• We include information regarding the SOURCEWELL program within the catalogs.
Websites:
• Features SOURCEWELL in our partner and funding pages on each of our brand websites
• https://www.miracle-recreation.com/planning/our-partners/sourcewell/
• https://littletikescommercial.com/sourcewell/
• https://playworld.com/sourcewell
• https://www.softplay.com/capabilities/njpa/
• https://www.ez-dock.com/resources/njpa/
Email/PR:
• Email Campaigns
• SOURCEWELL will be featured in email campaigns to those individuals that have
opted -in to that brand e-communications.
Social:
• Social Media Campaigns
•Posts on various social platforms, including Facebook and Linkedln, per brand
Trade Shows
• We have a trade show plan in place and shall include representation of the program at
each trade show including product brochures.
• The 3 outdoor play brands have large booths at the annual NRPA & ASLA tradeshows.
Sales Tools/Training
• PowerPoint sales presentation was created to discuss selling features and benefits of our
Sourcewell contract for PlayPower's representatives.
• Regular email newsletter to PlayPower sales representatives from sales VPs, promoting
the Sourcewell contract and our sales tools for promoting our Sourcewell contract.
• Sales representative communication portal provides training/sales tools/resources for our
sales representatives to help promote our Sourcewell contract, programs and services.
Examples of our marketing materials as they relate to SOURCEWELL are included
separately in the PowerPoint which has been included with this RFP submittal.
Our current marketing strategy includes programs to promote our Sourcewell contract,
products and services through multiple digital media channels including:
• Brand websites, on partner and funding pages
• Email marketing campaigns
• Social media, including Facebook and Linkedln
We would expect Sourcewell to market this partnership on Sourcewell's website, at trade
shows, in publications and directly to its members. We would expect on rare occasions, a
representative of Sourcewell to potentially help with customer calls & visits when needed,
and also to attend our annual sales meetings for our outdoor equipment brands. In
understanding of this, PlayPower Inc. understands that the success of this program is most
contingent upon our marketing of this partnership in the marketplace through publication,
trade shows, our websites and direct -to -customer marketing through our vast network of
representatives.
PlayPower takes great pride in its brands and looks forward to continuing to work with
Sourcewell and marketing a partnership that includes sales training for all of our rep
partners/distributors/dealers, catalogs and digital marketing. Our commitment and message
to Sourcewell and its members will always remain clear and constant: we are 100%
committed to Sourcewell from our executive level through our rep network.
35
Are your products or services
available through an e-procurement
ordering process? If so, describe your
e-procurement system and how
governmental and educational
customers have used it.
Products and services are not available through an e-procurement ordering process.
Playgrounds and recreation related products are often very custom driven project by
project. Because of this, an e-procurement solution is not feasible with PlayPower's
offering of products and services.
Bid Number: RFP 010521
Vendor Name: PlayPower
DocuSign Envelope ID: F416D837-E545-4A9D-8F62-28D5E4268B24
Table 8: Value -Added Attributes
Line
Item
Question
Response *
36 Describe any product, equipment,
maintenance, or operator training
programs that you offer to
Sourcewell participating entities.
Include details, such as whether
training is standard or optional,
who provides training, and any
costs that apply.
37 Describe any technological
advances that your proposed
products or services offer.
PlayPower is committed to providing safe, reliable products. There is not a need to train
Sourcewell members since all of our representatives, dealers, distributors and installers go
through extensive product training. Sourcewell members have been invited to visit our
factories, however formal training is not required.
Pride in Engineering and Design:
Whatever Sourcewell members' level of recreation and/or playground expertise is, PlayPower
will provide as much help as needed. Members can virtually design their own playground
equipment, or our network of design consultants will assist every step of the way. Our
advanced computer -assisted design (CAD) capabilities provide customers with the most
versatile, accurate commercial playground equipment design service available. Our designers
use advanced solid modeling (3D) design software to develop new and exciting products.
Direct electronic access to accurate, up-to-date product information is available to all
PlayPower personnel, which includes PlayPower sales representatives, who can do on -the -
spot CAD designs for customers. The design(s) then transmits to our internal system for
production. Our consultants have access to all product documentation at all times and can
produce instant two-dimensional top views or hidden -line three-dimensional proposal drawings
of any custom design. They can also send information to PlayPower for rapid production of
high -resolution color views of the design in a variety of sizes.
Quality Products, Manufacturing, and Installation:
PlayPower's commercial playground equipment, play structures, dock systems etc. are
manufactured utilizing proven processes that have been honed over our over combined 200+
years in business. Our state-of-the-art manufacturing processes include, but are not limited to:
• Powder -coating paint system
• Computer Numeric Controlled pipe/tube bending and plasma cutting for precise and fun
designs
• Rotational molding machines, including the largest in the industry-- which provide the
capacity for more innovative and fun products
• Compounded Resin — First in the industry to make/mix our own compounded resins. This
is virtually a 99.9999% recycled process with minimal waste.
• Laser Tube Cutting — The first manufacturer in the industry to offer this precision method of
cutting and creating intricate designs
• MIG/TIG weld stations
• Robotic welding
• Fiberglass fabrication
• Custom manufacturing — one of only a few playground manufacturers in the world to offer
this
• In-house CAD design team to help create your dream playground
• All PlayPower representatives and installers are factory trained and certified
• PlayPower has a custom design group and custom design facility enabling us to meet
every need of Sourcewell members
• PlayPower has the engineering, design and manufacturing capability to custom build a
greater breadth of equipment than any other source, i.e. outdoor (steel & wood), contained
play, early childhood themed, etc.
Materials and Innovation:
PlayPower creates state-of-the-art recreation, playground equipment, outdoor fitness, dock
systems, contained play systems, shade, benches, tables, etc. utilizing the best in materials
and processes. Just a few of our state-of-the-art innovations and features are:
• Versalok® II clamping system makes installation of components a snap. The clamp is
made from up to 100% recycled aluminum alloy, and all fastening hardware is stainless steel
and tamper -resistant.
• GatorGrip® - Miracles handrails and rungs feature GatorGrip, with a texture that is friendly
and reassuring to small hands.
• Flo -Coat® - Our state-of-the-art Flo -Coat® steel tubing was developed specifically for
children's playground equipment, and is zinc galvanized coated inside and out for superior
resistance to abrasions, scratches, salt, and the elements.
• Mira -Cote® - All metal components are finished with Mira -Cote- a durable, electrostatically
applied, non -toxic, lead-free, polyester powder coating that's available in almost 30 colors.
• Mira -Therm® - All decks, steps, ramps, and bridges, as well as a variety of
complementary items, are coated with Mira -Therm®, our proprietary brand of polyvinyl
chloride (PVC) containing UV stabilizers, color pigments, and flame retardants. Mira -Therm®
coated punched steel with folded edges provides quick drainage, with holes too small for
fingers.
• Naturtek - Our exclusive material is the most realistic natural imitation in the marketplace. It
not only looks real, but feels real. That's because we've been able to replicate the actual
Bid Number: RFP 010521 Vendor Name: PlayPower
DocuSign Envelope ID: F416D837-E545-4A9D-8F62-28D5E4268B24
look and feel of real rocks, trees and stumps. This product is unlike any other.
• Gelefish - We've transformed the playground by fusing trend -setting designs with traditional
play events that kids love. Gelefish offers a customizable design with countless possibilities
of play component configurations delivering more fun -per -foot.
• EZ Dock Flotation Chambers - Simply put, our patented flotation design creates stability.
When you walk on an EZ Dock, you will immediately notice the difference when compared to
other floating docks. Our docks don't just float, they actually enhance steadiness thanks to
the compression and suction of the hollow chambers on the underside.
• EZ Dock Connection Couplers - EZ Dock's patented connection couplers allow sections to
move independently under high -stress conditions, while still providing unified firmness. Plus,
our polyethylene construction provides outstanding modularity, buoyancy, functionality and safety.
• NEOS outdoor electronic playgrounds were the first of its kind introduced in the
marketplace. Our fun electronic games inspire kids of all ages to go out and play.
• PlayArmorTM is the first antimicrobial coating specifically introduced in the recreation
industry that protects playground equipment and site amenities. It was created by biochemists
and has been registered for use by the US Environmental Protection Agency (EPA). We are
currently working and expect to have EPA approval on having PlayArmor approved in each
of the 50 US states and similar approvals in all provinces in Canada.
Product Testing & Conformance:
PlayPower has developed and maintained one the most strenuous product testing programs
in the industry. Product safety starts before the concept phase of the development process.
Our staff plays a very active role in the development and maintenance of safety and
performance guidelines and standards, not only here in the U.S., but also internationally.
Injury trends and market changes are tracked and we proactively implement this knowledge
to our current and future products. During the design phase of development, we use
sophisticated software to check and validate designs prior to prototyping. We test for safety
conditions, such as entrapment or protrusions, as well as structural performance using finite
element analysis. Once a concept is approved, a prototype product is developed and all
testing is repeated using the physical model. The most severe testing requirements gleaned
from standards worldwide are applied to prototypes. Components are subjected to loading
requirement of various standards and the product is re -analyzed after the test to make sure
any permanent deformation does not affect product safety. These loading requirements have
large factors of safety built in, which cover situations of misuse and abuse. In addition to the
normal static loading requirements that define structural performance in playground standards
like ASTM FI487, PlayPower takes testing to a higher level. All moving and selected
stationary products are subjected to dynamic testing which simulates usage over the life of
the product. Components are loaded with the weight of the maximum user and cycled
through their normal motion range for at least one million cycles. This process identifies
material stresses or component wear that are missed in static load testing. We do not stop
testing when a product is introduced to the market. We maintain a company policy that no
test may exceed a 5-year span, which equates to retesting more than 20% of our released
product annually. We also participate in the IPEMA (International Play Equipment
Manufacturers Association) Equipment Certification Program which is a 3rd party validation
process of our ASTM required testing. All playground products can be found on the IPEMA
certification program website and a certificate of compliance can be generated and printed.
PlayPower also conducts ongoing testing of our materials via UV and salt spray testing.
Daily tests are conducted of production systems including paint/coatings cure and adhesion
testing, impact testing, and color verification and cure testing on plastic components.
• PlayPower has the most diversified line of products & services in the industry with well
over 300 combined years of business experience.
• PlayPower is the world's largest fully integrated manufacturer of commercial playground
equipment and recreation equipment accessories and supplies.
Bid Number: RFP 010521 Vendor Name: PlayPower
DocuSign Envelope ID: F416D837-E545-4A9D-8F62-28D5E4268B24
38 Describe any "green" initiatives
that relate to your company or to
your products or services, and
include a list of the certifying
agency for each.
39
Identify any third -party issued eco-
labels, ratings or certifications that
your company has received for the
equipment or products included in
your Proposal related to energy
efficiency or conservation, life -cycle
design (cradle -to -cradle), or other
green/sustainability factors.
40 Describe any Women or Minority
Business Entity (WMBE), Small
Business Entity (SBE), or veteran
owned business certifications that
your company or hub partners
have obtained. Upload
documentation of certification (as
applicable) in the document upload
section of your response.
Environmentally friendly playgrounds aren't a passing fad, they're here for good. Playing is
serious business, especially when you consider that playtime helps promote creativity, problem -
solving, ability and intellectual development. That's precisely why we pay extra -special
attention to our playgrounds and site furnishings. Simple design changes go a long way
towards improving how children play, learn and interact with nature. PlayPower creates
playgrounds that are fantastic for your budget, Mother Nature, and most importantly, the kids.
We recycle unused powder coat paint in certain colors, after it is properly reclaimed during
the painting process. Imagine piles of crumpled steel and truckloads of aluminum cans
transformed into state-of-the-art playground equipment. That's essentially what happens when
PlayPower puts recycling to work. We produce our playground equipment using as much
recycled and recyclable material as we can use, while still maintaining the safety, durability
and structural integrity you have come to expect from PlayPower. PlayPower's steel posts,
handrails, and guardrails are sturdy, durable, and economical, and are made from at least
50% recycled steel. Post clamps and caps are made from as much as 100% post -consumer "
aluminum. And our roto-molded plastic slides are made from 100% recyclable resins. Simply
put, nearly all of PlayPower's playground equipment is produced from at least 50%
recyclable materials.
• PlayPower meets ISO 9001, ISO 14001Standards
• Other environmental initiatives:
• All packing and shipping materials are 100% recyclable.
• Recycling 95%+ of our waste.
• Many of our raw materials contain 25% to 100% recycled
content.
• Reduced energy usage through conservation and lean
manufacturing implementation.
• Audits material content and operations for safety and
environmental concerns
PlayPower meets ISO 9001, ISO 14001 Standards
While the majority of our representative agencies are classified as Small Businesses, we
have created a list, below, to showcase our WMBE and VOSB agencies:
Happy Playgrounds
Imagine Nation
Jefcoat Recreation
Metro Recreation
Miracle of KY & TN
Playworx
Recreation Plus
Site Specifics
Hahn Enterprises
MTS Recreation
Pelican Playground
Hasley Recreation
Miller Recreation
WBE AR, OK
WBE IL
WBE MS
VOSB MD, WV
WBE KY, TN
VOSB FL, GA
DBE, SBE, WMBE CO, WY
WBE MA
WMBE LA, AR
WBE VA
WMBE LA, MS
WBE Al, GA
VOSB C. FL
Bid Number: RFP 010521 Vendor Name: PlayPower
DocuSign Envelope ID: F416D837-E545-4A9D-8F62-28D5E4268B24
41 What unique attributes does your
company, your products, or your
services offer to Sourcewell
participating entities? What makes
your proposed solutions unique in
your industry as it applies to
Sourcewell participating entities?
• PlayPower has a large, 700+ group of professional sales representatives/distributors/dealers
to provide service to Sourcewell members. No one else in the industry even comes close
to this! This provides a significant advantage for Sourcewell members in being able to find
all of their recreation and playground equipment needs in one place with PlayPower.
• PlayCreator - Proprietary Software with Safety & ADA
Accessibility in mind
• PlayCreator, our proprietary playground design, rules -based software systems only allow
ADA compliancy design. Our commitment is to provide accessible playground equipment in
order to promote a positive play environment for children of all abilities. We believe play
must be inclusive, and by removing barriers for all children, we provide play and learning
opportunities which we are excited and proud of. Providing accessibility to the play space
entails more than just complying with minimum accessibility requirements, standards and laws.
It means providing a place where children of all abilities can experience play together.
PlayPower's play equipment allows customers to configure play areas that are compliant with
the Americans with Disabilities Act (ADA) Accessibility Guidelines for Play Areas.
• Design for Safety
• Nothing is more important than providing a safe, positive
environment for children to play. Our commitment to providing such an environment begins
with meeting and/or exceeding safety performance specifications established by organizations
and regulatory bodies such as ASTM International, CPSC, CSA and EN. We not only comply
with these standards and guidelines we also actively participate with ASTM and CPSC in
their development, and we are active members of IPEMA. Our employees, sales
representatives, and trained installers take great pride in this commitment to safety in every
aspect of designing, manufacturing and installing playground equipment, and they have the
knowledge and experience to provide positive play environments that offer challenge and
maximum play value for children of all ages and abilities. In the interest of playground safety,
IPEMA provides a third -party Certification Service whereby a designated independent
laboratory validates a participant's certification of conformance to ASTM FI487, Standard
Consumer Safety Performance Specification for Playground Equipment for Public Use. The
use of the corresponding logo in our catalogs signifies that we have received written
validation from the independent laboratory that product(s) conform to the requirements of the
indicated standard. SOURCEWELL members can also check the IPEMA web site to confirm
product certification.
• Financing
• Financing - PlayPower has a business relationship and partnership with NCL
Government Capital as our financing option for our public & non-profit markets
• World's Largest, Fully Integrated Manufacturer
• Rotational Molding — not all manufacturers do this in-house
• Soft Goods Assembly
• PlayPower is 100% committed to Sourcewell and its members as we have already proven
during our previous contract periods
• David Sheedy has had proven success in launching, promoting, selling and scaling our
Sourcewell contract to its current level of success. David is anxious and excited to do this
again with all of our new brands and our entire sales network.
• PlayPower is already familiar inside and out with Sourcewell and the needs of Sourcewell
members.
• We have a proven track record from selling our previous Sourcewell contracts. More
importantly, we help sell the benefits of Sourcewell and ALL of its contracts — we have
proven that we make Sourcewell stronger and this is to the benefit of Sourcewell, its
members and other Sourcewell vendors.
Bid Number: RFP 010521 Vendor Name: PlayPower
DocuSign Envelope ID: F416D837-E545-4A9D-8F62-28D5E4268B24
Table 9: Warranty
Describe in detail your manufacturer warranty program, including conditions and requirements to qualify, claims procedure,
and overall structure. You may upload representative samples of your warranty materials (if applicable) in the document
upload section of your response in addition to responding to the questions below.
Line
Item
Question
Response*
42 Do your warranties cover all products, parts, and
labor?
As a manufacturer of recreation and playground equipment, accessories and
supplies, we warranty our materials and workmanship only. All labor,
including installation and repairs can be coordinated and quoted on a case
by case basis with our Representative/Distributor/ Dealer Network. A
complete listing of our Representative/Distributor/ Dealer Network has been
provided.
43
Do your warranties impose usage restrictions or
other limitations that adversely affect coverage?
There are no usage limit restrictions with our warranty. Warranty statements
for all of our brands have been supplied with this RFP submittal.
44
Do your warranties cover the expense of
technicians' travel time and mileage to perform
warranty repairs?
Industry standards dictate that travel time is not covered under warranty. While
there are some exceptions, PlayPower typically adheres to this standard.
45
Are there any geographic regions of the United
States or Canada (as applicable) for which you
cannot provide a certified technician to perform
warranty repairs? How will Sourcewell participating
entities in these regions be provided service for
warranty repair?
All PlayPower brands can provide warranty repairs in all regions of the
United States and Canada.
46 Will you cover warranty service for items made by
other manufacturers that are part of your proposal,
or are these warranties issues typically passed on
to the original equipment manufacturer?
PlayPower does not warranty products and services from other
manufacturers. Any products sold from other manufacturers as a turn -key
solution carry a warranty provided by the original manufacturer.
47
What are your proposed exchange and return
programs and policies?
While the product is standard, the design of Recreation and Playground
Equipment accessories and supplies is very customized. Due to this,
PlayPower requires a 30% restocking fee for returns and exchanges.
48 Describe any service contract options for the items
included in your proposal.
Table 10: Payment Terms and Financing Options
All of PlayPower's Representatives, Distributors, Dealers and Installers are
factory trained and certified to sell and/or service and repair our products.
All warranty and service work will be coordinated between the
SOURCEWELL member and our representatives.
Line
Item
Question
Response *
*
,
*
*
49
What are your payment terms (e.g., net 10, net 30)?
Net 30 days upon invoicing
50
Describe any leasing or financing options available for use
by educational or governmental entities.
PlayPower has partnered with NCL Government Capital to offer
Sourcewell members a complete suite of finance solutions. NCL is
a current Sourcewell financing contract holder and is an industry
expert in municipal financing solutions. NCL will offer leasing terms
from 12-120 months on transactions from $5,000.00 and up.
Traditional leasing and financing programs will be offered along with
programs specifically designed for schools and governmental entities
including Tax -Exempt Municipal Leases and a Purchase Order Only
program. There is no ownership, common ownership, or control
between PlayPower and NCL.
51 Briefly describe your proposed order process. Include PlayPower often will invoice Sourcewell members directly which
enough detail to support your ability to report quarterly makes gathering of sales data very straightforward. Reps/dealers
sales to Sourcewell as described in the Contract template. when billing directly are required to provide copies of purchase
For example, indicate whether your dealer network is orders from members which will include PlayPower's Sourcewell
included in your response and whether each dealer (or contract number and the Sourcewell Member number. The proposed
some other entity) will process the Sourcewell participating process will follow our current Sourcewell process that requires
entities' purchase orders. orders to be coded as an Sourcewell order at the time of
submission.
52
Do you accept the P-card procurement and payment
process? If so, is there any additional cost to Sourcewell
participating entities for using this process?
No. The benefits of P-card procurement is most beneficial for
smaller transactions. PlayPower's average playground sold exceeds
$35,000 so the real benefits of P-card would not be recognized.
Bid Number: RFP 010521
Vendor Name: PlayPower
DocuSign Envelope ID: F416D837-E545-4A9D-8F62-28D5E4268B24
Table 11: Pricing and Delivery
Provide detailed pricing information in the questions that follow below. Keep in mind that reasonable price and product adjustments can
be made during the term of an awarded Contract as desribed in the RFP, the template Contract, and the Sourcewell Price and Product
Change Request Form.
Line
Item
Question
Response*
53 Describe your pricing model (e.g., line -item discounts or
product -category discounts). Provide detailed pricing data
(including standard or list pricing and the Sourcewell
discounted price) on all of the items that you want
Sourcewell to consider as part of your RFP response. If
applicable, provide a SKU for each item in your proposal.
Upload your pricing materials (if applicable) in the document
upload section of your response.
Due to the size and scope of our product offering along with eight
separate brands (companies) offered in this proposal and the
discount structures varying by brand, a separate pricing discount file
has been provided with this RFP submittal. Please refer to the
uploaded Sourcewell RFP 010521 Pricing -Discount File.
54
Quantify the pricing discount represented by the pricing
proposal in this response. For example, if the pricing in
your response represents a percentage discount from MSRP
or list, state the percentage or percentage range.
As stated previously, due to the size and scope of our product
offering along with eight separate brands (companies) offered in this
proposal and the discount structures varying by brand, a separate
pricing discount file has been provided with this RFP submittal.
Please refer to (list document name)
55 Describe any quantity or volume discounts or rebate
programs that you offer.
Volume Rebates (per calendar year):
1. $500,000 - $999,999 1% rebate
2. $1,000,000 - $1,499,99 2% rebate
3. $1,500,000+ 3% rebate
56
Propose a method of facilitating "sourced" products or
related services, which may be referred to as "open market"
items or "nonstandard options". For example, you may
supply such items "at cost" or "at cost plus a percentage,"
or you may supply a quote for each such request.
This service is coordinated by our independent
representative/distributor/dealer networks. In the event PlayPower is
doing the billing, we simply do a pass through with no markup on
these services. Each service can vary due to location, size and
scope of work.
57 Identify any element of the total cost of acquisition that is
NOT included in the pricing submitted with your response.
This includes all additional charges associated with a
purchase that are not directly identified as freight or
shipping charges. For example, list costs for items like pre -
delivery inspection, installation, set up, mandatory training, or
initial inspection. Identify any parties that impose such costs
and their relationship to the Proposer.
Some projects related to our recreation and playground equipment
products, accessories and supplies can be material -only procured or
more often, a turn -key solution. In the event of a turnkey solution
project, sourced work such as installation, curbing, sidewalks,
landscaping, and any other types of non -equipment related work
could be involved. This service can be coordinated by our
independent representative/distributor/dealer networks. In the event
PlayPower is doing the billing, we simply do a pass -through with no
markup on these services. Each service can vary due to location,
size and scope of work. Installation is specifically addressed in the
pricing discount schedule which is provided with this RFP submittal.
58
If freight, delivery, or shipping is an additional cost to the
Sourcewell participating entity, describe in detail the
complete freight, shipping, and delivery program.
Any additional freight cost will be evaluated by PlayPower's shipping
department. The best available rate and service will be passed on
to Sourcewell members during the quote process.
59 Specifically describe freight, shipping, and delivery terms
programs available for Alaska, Hawaii, Canada, or any
offshore delivery.
or As is the case in the 48 contiguous United States, freight is the
responsibility of the SOURCEWELL member. Additional freight
charges will be evaluated by PlayPower's shipping department and
the best available rate and service will be passed on to the
Sourcewell member during the quote process.
60
Describe any unique distribution and/or delivery methods or
options offered in your proposal.
Where it makes sense, we use Intermodal freight transport which
involves the transportation of freight in an intermodal container or
vehicle, using multiple modes of transportation (rail, truck, ship),
without any handling of the freight itself when changing modes. The
method reduces cargo handling, and so improves security, reduces
damage and loss, and allows freight to be transported faster.
Reduced costs over road trucking is the key benefit.
Table 12: Pricing Offered
Line
Item
The Pricing Offered in this Proposal is: *
Comments
61 c. better than the Proposer typically offers to GPOs, cooperative procurement organizations, or state purchasing
departments.
Bid Number: RFP 010521
Vendor Name: PlayPower
DocuSign Envelope ID: F416D837-E545-4A9D-8F62-28D5E4268B24
Table 13: Audit and Administrative Fee
Line
Item
Question
Response*
62 Specifically describe any self -audit process or program that you
plan to employ to verify compliance with your proposed Contract
with Sourcewell. This process includes ensuring that Sourcewell
participating entities obtain the proper pricing, that the Vendor
reports all sales under the Contract each quarter, and that the
Vendor remits the proper administrative fee to Sourcewell.
• PlayPower's order entry system has required point and click
requirements as it relates to contracts. When an order is
entered, the system literally prompts the user with the
question "Is this a Sourcewell project?" and the user is
required to answer YES or NO to proceed. The order entry
system also checks for minimum discount compliance.
• All Sourcewell orders are also reviewed manually for
compliance to ensure minimum Sourcewell pricing discounts
and are entered with a Sourcewell code to ensure proper
reporting and administrative fee.
• In addition, management reviews total amount of Sourcewell
sales for accuracy and evaluates representatives' performance
selling the Sourcewell contract on an annual basis.
• Sourcewell sales tracking is included in PlayPower's
corporate budgeting process.
63
Identify a proposed administrative fee that you will pay to
Sourcewell for facilitating, managing, and promoting the Sourcewell
Contract in the event that you are awarded a Contract. This fee is
typically calculated as a percentage of Vendor's sales under the
Contract or as a per -unit fee; it is not a line -item addition to the
Member's cost of goods. (See the RFP and template Contract for
additional details.)
We propose a 1% administrative fee for all PlayPower
Equipment sold. This is calculated at LIST PRICES and not
discounted net sales. In addition, we propose a 1%
administrative fee for all open market/turnkey solution
products, work and services billed and provided to
SOURCEWELL members directly from PlayPower or through
our independent representative/distributor/dealer network.
Bid Number: RFP 010521 Vendor Name: PlayPower
DocuSign Envelope ID: F416D837-E545-4A9D-8F62-28D5E4268B24
Table 14A: Depth and Breadth of Offered Equipment Products and Services
Line
Item
Question
Response
64 Provide a detailed description of the • Playground Equipment
equipment, products, and services that you • Shade — freestanding and playground equipment integrated
are offering in your proposal. • Surfacing — unitary, loose fill, tile *
• Docking Systems — boat & PWC lifts, swim platforms
• Indoor contained play systems
65
Within this RFP category there may be
subcategories of solutions. List subcategory
titles that best describe your products and
services.
• Custom Play Equipment
• ADA/Inclusive Playground Equipment
• Rope Play
• Nature Play
• Play Sculptures
• Musical Play
• Early Childhood Play Equipment
• Park Benches
• Tables
• Litter Receptacles
• Bollards
• Planters
• Grills
• Adult & Youth Outdoor Fitness Equipment
• Sports Equipment
• Surfacing — unitary, loose fill, tile
• Slides
• Sports Courts *
• Modular Docking Systems
• Boat Lifts
• PWC Lifts
• Kayak & Canoe ADA Accessible Launches
• Access Walkways & Floats
• Habitat Observation Platforms
• Waterway Work Platforms
• Mining Platforms
• Wetlands Walking Trails
• Fishing Piers
• Swimming Platforms
• Campsite Platforms
• Specialty Equipment
• ADA Accessible Ramps
• Concrete Curbing
• Sidewalks
• Site Inspections
• Equipment Installation & All Corresponding Site Work
Bid Number: RFP 010521 Vendor Name: PlayPower
DocuSign Envelope ID: F416D837-E545-4A9D-8F62-28D5E4268B24
Table 14B: Depth and Breadth of Offered Equipment Products and Services
Indicate below if the listed types or classes of equipment, products, and services are offered within your proposal. Provide additional
comments in the text box provided, as necessary.
Line Item Category or Type Offered
66 Playground equipment, site furnishings, site C: Yes
amenities, and accessories. c No
Comments
Little Tikes, Miracle Recreation and
Playworld deliver innovative outdoor
playground solutions for all ages and
abilities. Wabash Valley offers site
amenities that add functional and
beautiful accessories to any outdoor
space, while USA Shade provides
fabric shade structures which is used
over playground equipment or
independently. Wabash Valley provides
solutions for outdoor furniture.
67
Water play and aquatic recreational structures and
equipment.
a: Yes
✓ No
EZ Dock is a premium waterfront life
solutions provider with easy to
configure floating docks, ports,
launches walkways and accessories
68 Playground surfacing and fall protection, and water r' Yes
play and aquatic recreational surfacing. r No
No Fault is the premiere supplier of
poured -in -place, rubber safety
surfaces for playgrounds, splash pads,
pool decks, sports fields,
walking/jogging tracks and much more.
69
Services related to the solutions above.
r. Yes
✓ No
Our independent rep agencies offer a
wide variety of services which include,
installation, site prep, removal of old
equipment, planning and design
services, plus much more. These
related services offer a turn -key
solution to all Sourcewell customers
Table 15: Industry Specific Questions
Line
Item
Question
Response*
70 If you are awarded a contract, provide a
few examples of internal metrics that will
be tracked to measure whether you are
having success with the contract.
Quarterly reporting will offer a precise measure of our success with the Sourcewell
contract
71
Describe how your offering addresses the
needs of user's safety, well-being, and
range or level of accessibility?
Our employees, sales representatives, and trained installers take great pride in our
commitment to safety in every aspect of designing, manufacturing and installing
playground equipment. In the interest of playground safety, IPEMA provides a third -
party Certification Service whereby a designated independent laboratory validates a
participant's certification of conformance to ASTM FI487, Standard Consumer Safety
Performance Specification for Playground Equipment for Public Use.
72
Describe how your offering addresses the
user's desire to customize the offering
(e.g. themes, etc.).
All of PlayPower's brands have the option for customization. Our playground
engineers are able to design and customize to just about any imagination.
73
Identify any certification(s) that your
business or the products included in your
proposal have attained or received.
PlayPower meets ISO 9001, ISO 14001 standards. In addition, we are committed to
provide products that meet or exceed safety performance specifications established
by ASTM International, CPSC, CSA and EN standards.
Bid Number: RFP 010521 Vendor Name: PlayPower
DocuSign Envelope ID: F416D837-E545-4A9D-8F62-28D5E4268B24
Table 16: Exceptions to Terms, Conditions, or Specifications Form
Line Item 74. NOTICE: To identify any exception, or to request any modification, to the Sourcewell template Contract terms, conditions, or specifications, a
Proposer must submit the exception or requested modification on the Exceptions to Terms, Conditions, or Specifications Form immediately below. The
contract section, the specific text addressed by the exception or requested modification, and the proposed modification must be identified in detail.
Proposer's exceptions and proposed modifications are subject to review and approval of Sourcewell and will not automatically be included in the contract.
Contract Section
Term, Condition, or Specification
Exception or Proposed Modification
Bid Number: RFP 010521 Vendor Name: PlayPower
DocuSign Envelope ID: F416D837-E545-4A9D-8F62-28D5E4268B24
Proposer's Affidavit
PROPOSER AFFIDAVIT AND ASSURANCE OF COMPLIANCE
I certify that I am the authorized representative of the Proposer submitting the foregoing Proposal with the legal authority to bind the
Proposer to this Affidavit and Assurance of Compliance:
1. The Proposer is submitting this Proposal under its full and complete legal name, and the Proposer legally exists in good standing in
the jurisdiction of its residence.
2. The Proposer warrants that the information provided in this Proposal is true, correct, and reliable for purposes of evaluation for
contract award.
3. The Proposer, including any person assisting with the creation of this Proposal, has arrived at this Proposal independently and the
Proposal has been created without colluding with any other person, company, or parties that have or will submit a proposal under
this solicitation; and the Proposal has in all respects been created fairly without any fraud or dishonesty. The Proposer has not
directly or indirectly entered into any agreement or arrangement with any person or business in an effort to influence any part of this
solicitation or operations of a resulting contract; and the Proposer has not taken any action in restraint of free trade or
competitiveness in connection with this solicitation. Additionally, if Proposer has worked with a consultant on the Proposal, the
consultant (an individual or a company) has not assisted any other entity that has submitted or will submit a proposal for this
solicitation.
4. To the best of its knowledge and belief, and except as otherwise disclosed in the Proposal, there are no relevant facts or
circumstances which could give rise to an organizational conflict of interest. An organizational conflict of interest exists when a
vendor has an unfair competitive advantage or the vendor's objectivity in performing the contract is, or might be, impaired.
5. The contents of the Proposal have not been communicated by the Proposer or its employees or agents to any person not an
employee or legally authorized agent of the Proposer and will not be communicated to any such persons prior to Due Date of this
solicitation.
6. If awarded a contract, the Proposer will provide to Sourcewell Participating Entities the equipment, products, and services in
accordance with the terms, conditions, and scope of a resulting contract.
7. The Proposer possesses, or will possess before delivering any equipment, products, or services, all applicable licenses or
certifications necessary to deliver such equipment, products, or services under any resulting contract.
8. The Proposer agrees to deliver equipment, products, and services through valid contracts, purchase orders, or means that are
acceptable to Sourcewell Members. Unless otherwise agreed to, the Proposer must provide only new and first -quality products and
related services to Sourcewell Members under an awarded Contract.
9. The Proposer will comply with all applicable provisions of federal, state, and local laws, regulations, rules, and orders.
10. The Proposer understands that Sourcewell will reject RFP proposals that are marked "confidential" (or "nonpublic," etc.), either
substantially or in their entirety. Under Minnesota Statutes Section 13.591, subdivision 4, all proposals are considered nonpublic
data until the evaluation is complete and a Contract is awarded. At that point, proposals become public data. Minnesota Statutes
Section 13.37 permits only certain narrowly defined data to be considered a "trade secret," and thus nonpublic data under
Minnesota's Data Practices Act.
11. Proposer its employees, agents, and subcontractors are not:
a. Included on the "Specially Designated Nationals and Blocked Persons" list maintained by the Office of Foreign Assets Control
of the United States Department of the Treasury found at: httos://www.treasurv.aov/ofac/downloads/sdnlist.odf;
b. Included on the government -wide exclusions lists in the United States System for Award Management found at:
httos://sam.aov/SAM/; or
c. Presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated
Bid Number: RFP 010521 Vendor Name: PlayPower
DocuSign Envelope ID: F416D837-E545-4A9D-8F62-28D5E4268B24
by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any
Participating Entity. Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense
related to the subject matter of this solicitation.
r By checking this box I acknowledge that I am bound by the terms of the Proposer's Affidavit, have the legal authority to submit this
Proposal on behalf of the Proposer, and that this electronic acknowledgment has the same legal effect, validity, and enforceability as if I
had hand signed the Proposal. This signature will not be denied such legal effect, validity, or enforceability solely because an electronic
signature or electronic record was used in its formation. - Christine Stepp, Sales, Marketing and Contract Administrator, PlayPower, Inc.
The Proposer declares that there is an actual or potential Conflict of Interest relating to the preparation of its submission, and/or the
Proposer foresees an actual or potential Conflict of Interest in performing the contractual obligations contemplated in the bid.
c Yes c No
The Bidder acknowledges and agrees that the addendum/addenda below form part of the Bid Document.
Check the box in the column "I have reviewed this addendum" below to acknowledge each of the addenda.
File Name
Addendum 6_Playground_Water_Play_Equipment_RFP_010521
Tue December 22 2020 03:29 PM
Addendum 5_Playground_Water_Play_Equipment_RFP_010521
Fri December 18 2020 04:15 PM
Addendum 4_Playground_Water_Play_Equipment_RFP_010521
Mon December 7 2020 07:55 AM
Addendum 3_Playground_Water_Play_Equipment_RFP_010521
Thu November 19 2020 08:52 AM
Addendum 2_Playground_Water_Play_Equipment_RFP_010521
Fri November 13 2020 09:09 AM
Addendum 1_Playground_Water_Play_Equipment_RFP_010521
Thu November 12 2020 10:53 AM
I have reviewed the
below addendum and
attachments (if
applicable)
Pages
1
1
1
1
2
2
Bid Number: RFP 010521 Vendor Name: PlayPower
Attachment No. 6
CONTRACT NO. C40210
CITY OF PALM DESERT MAINTENANCE
SERVICES AGREEMENT
CONTRACT NO. C40210
1. PARTIES AND DATE.
This Agreement is made and entered into this 26th day of August, 2021 by and between
the City of Palm Desert, a municipal corporation organized under the laws of the State of California
with its principal place of business at 73-510 Fred Waring Drive, Palm Desert, California 92260-
2578, County of Riverside, State of California ("City") and Shade Structures, Inc. dba USA SHADE
& Fabric Structures a CORPORATION with its principal place of business at 2580 Esters Blvd.
Suite 100, DFW Airport, TX 75261 ("Contractor"). City and Contractor are sometimes individually
referred to as "Party" and collectively as "Parties" in this Agreement.
2. RECITALS.
2.1 Contractor.
Contractor desires to perform and assume responsibility for the provision of certain
maintenance services required by the City on the terms and conditions set forth in this Agreement.
Contractor represents that it is experienced in providing maintenance services to public clients,
that it and its subcontractors have all necessary licenses and permits to perform the services in
the State of California, and that it is familiar with the plans of City. Contractor shall not subcontract
any portion of the work required by this Agreement, except as expressly stated herein, without
prior written approval of City. Subcontracts, if any, shall contain a provision making them subject
to all provisions stipulated in this Agreement.
2.2 Project.
City desires to engage Contractor to render such services for the Design and Installation
of a Shade Structure at Palm Desert Aquatic Center project ("Project") as set forth in this
Agreement.
2.3 Cooperative Procurement.
This Agreement is entered into pursuant to City of Palm Desert Municipal Code section
3.30.160 (E), which authorizes participation with other governmental agencies who have, through
a bidding process, determined to award or purchase goods and/or services from Contractor.
2.3.1 Program. The purchase has been made through Sourcewell a program
for the procurement of goods and services for governmental agencies. Documents related
to the procurement of this Agreement shall be made available to City upon request.
2.3.3 Terms and Conditions. The terms and conditions set forth herein in
this Agreement shall supersede and take precedence over any terms and conditions
contained in the Piggyback Contract. Contractor shall not be entitled to any notice or any
limitation of damages set forth in the Piggyback Contract except as expressly set forth
herein or required by law.
Revised 11-2-20
BBK 72500.00001 \32374943.1
-1-
Contract No.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Contractor promises and agrees to furnish to
the City all labor, materials, tools, equipment, services, and incidental and customary work
necessary to fully and adequately supply the maintenance services necessary for the Project
("Services"). The Services are more particularly described in Exhibit "A" attached hereto and
incorporated herein by reference. All Services shall be subject to, and performed in accordance
with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all
applicable local, state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be from August 26, 2021 to
February 28, 2022 unless earlier terminated as provided herein. Contractor shall complete the
Services within the term of this Agreement, and shall meet any other established schedules and
deadlines. The Parties may, by mutual, written consent, extend the term of this Agreement if
necessary to complete the Services.
3.2 Responsibilities of Contractor.
3.2.1 Control and Payment of Subordinates: Independent Contractor. The
Services shall be performed by Contractor or under its supervision. Contractor will determine the
means, methods and details of performing the Services subject to the requirements of this
Agreement. City retains Contractor on an independent contractor basis and not as an employee.
Any personnel performing the Services under this Agreement on behalf of Contractor shall not be
employees of City and shall at all times be under Contractor's exclusive direction and control.
Contractor shall pay all wages, salaries, and other amounts due such personnel in connection
with their performance of Services under this Agreement and as required by law. Contractor shall
be responsible for all reports and obligations respecting such additional personnel, including, but
not limited to: social security taxes, income tax withholding, unemployment insurance, disability
insurance, and workers' compensation insurance.
3.2.2 Schedule of Services. Contractor shall perform the Services in a prompt
and timely manner in accordance with the Schedule of Services set forth in Exhibit "A" attached
hereto and incorporated herein by reference. Contractor represents that it has the professional
and technical personnel required to perform the Services in conformance with such conditions.
Upon request of City, Contractor shall provide a more detailed schedule of anticipated
performance to meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by
Contractor shall be subject to the approval of City.
3.2.4 Citv's Representative. The City hereby designates Jennifer Nelson,
Management Analyst, or her designee, to act as its representative for the performance of this
Agreement ("City's Representative"). City's Representative shall have the power to act on behalf
of the City for all purposes under this Agreement except for increasing compensation. Contractor
shall not accept direction or orders from any person other than the City's Representative or his or
her designee.
3.2.5 Contractor's Representative. Contractor hereby designates Ashley Donde,
Senior Regional Manager, or his designee, to act as its representative for the performance of this
Agreement ("Contractor's Representative"). Contractor's Representative shall have full authority
Revised 11-2-20
BBK 72500.00001 \32374943.1
-2-
Contract No.
to represent and act on behalf of the Contractor for all purposes under this Agreement. The
Contractor's Representative shall supervise and direct the Services, using his best skill and
attention, and shall be responsible for all means, methods, techniques, sequences and
procedures and for the satisfactory coordination of all portions of the Services under this
Agreement.
3.2.6 Coordination of Services. Contractor agrees to work closely with City staff
in the performance of Services and shall be available to City's staff, consultants and other staff at
all reasonable times.
3.2.7 Standard of Care; Performance of Employees. Contractor shall perform all
Services under this Agreement in a skillful and competent manner, consistent with the standards
generally recognized as being employed by professionals in the same discipline in the State of
California. Contractor represents and maintains that it is skilled in the professional calling
necessary to perform the Services. Contractor warrants that all employees and subcontractors
shall have sufficient skill and experience to perform the Services assigned to them. Finally,
Contractor represents that it, its employees and subcontractors have all licenses, permits,
qualifications and approvals of whatever nature that are legally required to perform the Services,
including a City Business License, and that such licenses and approvals shall be maintained
throughout the term of this Agreement. Contractor shall perform, at its own cost and expense
and without reimbursement from the City, any services necessary to correct errors or omissions
which are caused by the Contractor's failure to comply with the standard of care provided for
herein. Any employee of the Contractor or its sub -contractors who is determined by the City to
be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a
threat to the safety of persons or property, or any employee who fails or refuses to perform the
Services in a manner acceptable to the City, shall be promptly removed from the Project by the
Contractor and shall not be re-employed to perform any of the Services or to work on the Project.
3.2.8 Period of Performance. Contractor shall perform and complete all Services
under this Agreement within the term set forth in Section 3.1.2 above ("Performance Time").
Contractor shall perform the Services in strict accordance with any completion schedule or Project
milestones described in Exhibit A attached hereto, or which may be provided separately in writing
to the Contractor. Contractor agrees that if the Services are not completed within the
aforementioned Performance Time and/or pursuant to any such completion schedule or Project
milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged
and agreed that the City will suffer damage.
3.2.9 Disputes. Should any dispute arise respecting the true value of any work
done, of any work omitted, or of any extra work which Contractor may be required to do, or
respecting the size of any payment to Contractor during the performance of this Contract,
Contractor shall continue to perform the Work while said dispute is decided by the City. If
Contractor disputes the City's decision, Contractor shall have such remedies as may be provided
by law.
3.2.10 Laws and Regulations; Employee/Labor Certifications. Contractor shall
keep itself fully informed of and in compliance with all local, state and federal laws, rules and
regulations in any manner affecting the performance of the Project or the Services, including all
Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for
all violations of such laws and regulations in connection with the Services and this Agreement.
All violations of such laws and regulations shall be grounds for the City to terminate the Agreement
for cause. City is a public entity of the State of California subject to certain provisions of the Health
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& Safety Code, Government Code, Public Contract Code, and Labor Code of the State. It is
stipulated and agreed that all provisions of the law applicable to the public contracts of a
municipality are a part of this Agreement to the same extent as though set forth herein and will be
complied with.
3.2.10.1 Employment Eligibility; Contractor. Contractor certifies that
it fully complies with all requirements and restrictions of state and federal law respecting the
employment of undocumented aliens, including, but not limited to, the Immigration Reform and
Control Act of 1986, as may be amended from time to time and shall require all subconsultants
and sub-subconsultants to comply with the same. Contractor certifies that it has not committed a
violation of any such law within the five (5) years immediately preceding the date of execution of
this Agreement, and shall not violate any such law at any time during the term of the Agreement.
3.2.10.2 Labor Certification. By its signature hereunder, Contractor
certifies that it is aware of the provisions of Section 3700 of the California Labor Code which
require every employer to be insured against liability for Workers' Compensation or to undertake
self-insurance in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
3.2.10.3 Equal Opportunity Employment. Contractor represents that
it is an equal opportunity employer and it shall not discriminate against any subcontractor,
employee or applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities
related to initial employment, upgrading, demotion, transfer, recruitment or recruitment
advertising, layoff or termination. Contractor shall comply with all relevant provisions of City's
Minority Business Enterprise program, Affirmative Action Plan or other related programs or
guidelines currently in effect or hereinafter enacted.
3.2.10.4 Air Quality. Contractor must fully comply with all applicable
laws, rules and regulations in furnishing or using equipment and/or providing services, including,
but not limited to, emissions limits and permitting requirements imposed by the California Air
Resources Board (CARB). Contractor shall specifically be aware of the CARB limits and
requirements' application to "portable equipment", which definition is considered by CARB to
include any item of equipment with a fuel -powered engine. Contractor shall indemnify City against
any fines or penalties imposed by CARB or any other governmental or regulatory agency for
violations of applicable laws, rules and/or regulations by Contractor, its subcontractors, or others
for whom Contractor is responsible under its indemnity obligations provided for in this Agreement.
3.2.10.5 Water Quality Manaaement and Compliance. To the extent
applicable, Contractor's Services must account for, and fully comply with, all local, state and
federal laws, rules and regulations that may impact water quality compliance, including, without
limitation, all applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300);
the California Porter -Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); laws,
rules and regulations of the Environmental Protection Agency and the State Water Resources
Control Board; the City's ordinances regulating discharges of storm water; and any and all
regulations, policies, or permits issued pursuant to any such authority regulating the discharge of
pollutants, as that term is used in the Porter -Cologne Water Quality Control Act, to any ground or
surface water in the State. Failure to comply with the laws, regulations and policies described in
this Section is a violation of law that may subject Contractor to penalties, fines, or additional
regulatory requirements.
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3.2.11 Insurance.
3.2.11.1 Minimum Requirements. Without limiting Contractor's
indemnification of City, and prior to commencement of the Services, Contractor shall obtain,
provide and maintain at its own expense during the term of this Agreement, policies of insurance
of the type and amounts described below and in a form that is satisfactory to City.
(A) General Liability Insurance. Contractor shall maintain
commercial general liability insurance with coverage at least as broad as Insurance Services
Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general
aggregate, for bodily injury, personal injury, and property damage. The policy must include
contractual liability that has not been amended. Any endorsement restricting standard ISO
"insured contract" language will not be accepted.
(B) Automobile Liability Insurance. Contractor shall maintain
automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering
bodily injury and property damage for all activities of the Contractor arising out of or in connection
with Work to be performed under this Agreement, including coverage for any owned, hired, non -
owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each
accident. The City's Risk Manager may modify this requirement if it is determined that Consultant
will not be utilizing a vehicle in the performance of his/her duties under this Agreement.
(C) Umbrella or Excess Liability Insurance. Contractor may opt
to utilize umbrella or excess liability insurance in meeting insurance requirements. In such
circumstances, Contractor may obtain and maintain an umbrella or excess liability insurance
policy with limits that will provide bodily injury, personal injury and property damage liability
coverage at least as broad as the primary coverages set forth above, including commercial
general liability and employer's liability. Such policy or policies shall include the following terms
and conditions:
(a) A drop down feature requiring the policy to
respond if any primary insurance that would otherwise have applied proves to be uncollectible in
whole or in part for any reason;
reimbursement;
policies; and
primary policies.
(b) Pay on behalf of wording as opposed to
(c) Concurrency of effective dates with primary
(d) Policies shall "follow form" to the underlying
(e) Insureds under primary policies shall also be
insureds under the umbrella or excess policies.
(D) Workers' Compensation Insurance. Contractor shall
maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance
(with limits of at least $1,000,000). Contractor shall submit to City, along with the certificate of
insurance, a Waiver of Subrogation endorsement in favor of the City, its elected or appointed
officers, and their respective agents, officials, employees, volunteers and representatives.
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3.2.11.2 Other Provisions and Requirements.
(A) Proof of Insurance. Contractor shall provide certificates of
insurance to City as evidence of the insurance coverage required herein, along with a waiver of
subrogation endorsement for workers' compensation. Insurance certificates and endorsements
must be approved by City's Risk Manager prior to commencement of performance. Current
certification of insurance shall be kept on file with City at all times during the term of this contract.
City reserves the right to require complete, certified copies of all required insurance policies, at
any time.
(B) Duration of Coverage. Contractor shall procure and
maintain for the duration of the contract insurance against claims for injuries to persons or
damages to property, which may arise from or in connection with the performance of the work
hereunder by Contractor, his/her agents, representatives, employees or subconsultants.
(C) Primarv/Non-Contributing. Coverage provided by
Contractor shall be primary and any insurance or self-insurance procured or maintained by City
shall not be required to contribute with it. The limits of insurance required herein may be satisfied
by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance
shall contain or be endorsed to contain a provision that such coverage shall also apply on a
primary and non-contributory basis for the benefit of City before the City's own insurance or self-
insurance shall be called upon to protect it as a named insured.
(D) Citv's Rights of Enforcement. In the event any policy of
insurance required under this Agreement does not comply with these specifications, or is
canceled and not replaced, City has the right, but not the duty, to obtain the insurance it deems
necessary and any premium paid by City will be promptly reimbursed by Contractor, or City will
withhold amounts sufficient to pay premium from Contractor payments. In the alternative, City
may cancel this Agreement.
(E) Acceptable Insurers. All insurance policies shall be issued
by an insurance company currently authorized by the Insurance Commissioner to transact
business of insurance or is on the List of Approved Surplus Line Insurers in the State of California,
with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or
larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
(F) Waiver of Subroaation. All insurance coverage maintained
or procured pursuant to this agreement shall be endorsed to waive subrogation against the City,
its elected or appointed officers, and their respective agents, officials, employees, volunteers and
representatives, or shall specifically allow Contractor or others providing insurance evidence in
compliance with these specifications to waive their right of recovery prior to a loss. Contractor
hereby waives its own right of recovery against the City, its elected or appointed officers, and their
respective agents, officials, employees, volunteers and representatives, and shall require similar
written express waivers and insurance clauses from each of its subcontractors.
(G) Enforcement of Contract Provisions (non estoppel).
Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to
inform Contractor of non-compliance with any requirement imposes no additional obligations on
the City nor does it waive any rights hereunder.
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(H) Requirements Not Limiting. Requirements of specific
coverage features or limits contained in this Section are not intended as a limitation on coverage,
limits or other requirements, or a waiver of any coverage normally provided by any insurance.
Specific reference to a given coverage feature is for purposes of clarification only as it pertains to
a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of
other coverage, or a waiver of any type. If the Contractor maintains higher limits than the
minimums shown above, the City requires and shall be entitled to coverage for the higher limits
maintained by the Contractor. Any available insurance proceeds in excess of the specified
minimum limits of insurance and coverage shall be available to the City.
(I) Notice of Cancellation. Contractor agrees to oblige its
insurance agent or broker and insurers to provide City with a thirty (30) day notice of cancellation
(except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for
each required coverage.
(J) Additional Insured Status. General liability, automobile
liability, and if applicable, pollution liability and cyber liability, policies shall provide or be endorsed
to provide that the City, its elected or appointed officers, and their respective agents, officials,
employees, volunteers and representatives, shall be additional insureds under such policies. This
provision shall also apply to any excess/umbrella liability policies.
(K) Prohibition of Undisclosed Coverage Limitations. None of
the coverages required herein will be in compliance with these requirements if they include any
limiting endorsement of any kind that has not been first submitted to City and approved of in
writing.
(L) Separation of Insureds. A severability of interests provision
must apply for all additional insureds ensuring that Contractor's insurance shall apply separately
to each insured against whom claim is made or suit is brought, except with respect to the insurer's
limits of liability. The policy(ies) shall not contain any cross -liability exclusions.
(M) Pass Through Clause. Contractor agrees to ensure that its
sub -consultants, sub -contractors, and any other party involved with the Project who is brought
onto or involved in the project by Contractor, provide the same minimum insurance coverage and
endorsements required of Contractor. Contractor agrees to monitor and review all such coverage
and assumes all responsibility for ensuring that such coverage is provided in conformity with the
requirements of this section. Contractor agrees that upon request, all agreements with
consultants, subcontractors, and others engaged in the Project will be submitted to City for review.
(N) Citv's Right to Revise Specifications. The City or its Risk
Manager reserves the right at any time during the term of the contract to change the amounts and
types of insurance required by giving the Contractor ninety (90) days advance written notice of
such change. If such change results in cost to the Contractor, the City and Contractor may
renegotiate Contractor's compensation. If the City reduces the insurance requirements, the
change shall go into effect immediately and require no advanced written notice.
(0) Self -Insured Retentions. Any self -insured retentions must
be declared to and approved by City. City reserves the right to require that self -insured retentions
be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to
comply with these specifications unless approved by City.
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(P) Timely Notice of Claims. Contractor shall give City prompt
and timely notice of claims made or suits instituted that arise out of or result from Contractor's
performance under this Agreement, and that involve or may involve coverage under any of the
required liability policies.
(Q) Additional Insurance. Contractor shall also procure and
maintain, at its own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of the work.
3.2.12 Safety. Contractor shall execute and maintain its work so as to avoid injury
or damage to any person or property. In carrying out its Services, the Contractor shall at all times
be in compliance with all applicable local, state and federal laws, rules and regulations, and shall
exercise all necessary precautions for the safety of employees appropriate to the nature of the
work and the conditions under which the work is to be performed. Safety precautions, where
applicable, shall include, but shall not be limited to: (A) adequate life protection and lifesaving
equipment and procedures; (B) instructions in accident prevention for all employees and
subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks,
confined space procedures, trenching and shoring, equipment and other safety devices,
equipment and wearing apparel as are necessary or lawfully required to prevent accidents or
injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety
measures.
3.2.13 Bonds.
3.2.13.1 Performance Bond. If required by law or otherwise
specifically requested by City in Exhibit "B" attached hereto and incorporated herein by reference,
Contractor shall execute and provide to City concurrently with this Agreement a Performance
Bond in the amount of the total, not -to -exceed compensation indicated in this Agreement, and in
a form provided or approved by the City. If such bond is required, no payment will be made to
Contractor until it has been received and approved by the City.
3.2.13.2 Payment Bond. If required by law or otherwise specifically
requested by City in Exhibit "B" attached hereto and incorporated herein by reference, Contractor
shall execute and provide to City concurrently with this Agreement a Payment Bond in the amount
of the total, not -to -exceed compensation indicated in this Agreement, and in a form provided or
approved by the City. If such bond is required, no payment will be made to Contractor until it has
been received and approved by the City.
3.2.13.3 Bond Provisions. Should, in City's sole opinion, any bond
become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace
the affected bond within ten (10) days of receiving notice from City. In the event the surety or
Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written
notice shall be given to the City, and Contractor shall post acceptable replacement bonds at least
ten (10) days prior to expiration of the original bonds. No further payments shall be deemed due
or will be made under this Agreement until any replacement bonds required by this Section are
accepted by the City. To the extent, if any, that the total compensation is increased in accordance
with the Agreement, the Contractor shall, upon request of the City, cause the amount of the bonds
to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to
the City. To the extent available, the bonds shall further provide that no change or alteration of
the Agreement (including, without limitation, an increase in the total compensation, as referred to
above), extensions of time, or modifications of the time, terms, or conditions of payment to the
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Contractor, will release the surety. If the Contractor fails to furnish any required bond, the City
may terminate this Agreement for cause.
3.2.13.4 Surety Qualifications. Only bonds executed by an admitted
surety insurer, as defined in Code of Civil Procedure Section 995.120, shall be accepted. The
surety must be a California -admitted surety with a current A.M. Best's rating no less than A:Vlll
and satisfactory to the City. If a California -admitted surety insurer issuing bonds does not meet
these requirements, the insurer will be considered qualified if it is in conformance with
Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the
City.
3.2.14 Accounting Records. Contractor shall maintain complete and accurate
records with respect to all costs and expenses incurred under this Agreement. All such records
shall be clearly identifiable. Contractor shall allow a representative of City during normal business
hours to examine, audit, and make transcripts or copies of such records and any other documents
created pursuant to this Agreement. Contractor shall allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of three (3) years
from the date of final payment under this Agreement.
3.2.15 Work Sites.
3.2.15.1 Inspection Of Site. Contractor shall visit sites where
Services are to be performed and shall become acquainted with all conditions affecting the
Services prior to commencing the Services. Contractor shall make such examinations as it deems
necessary to determine the condition of the work sites, its accessibility to materials, workmen and
equipment, and to determine Contractor's ability to protect existing surface and subsurface
improvements. No claim for allowances —time or money —will be allowed as to such matters after
commencement of the Services.
3.2.15.2 Field Measurements. Contractor shall make field
measurements, verify field conditions and shall carefully compare such field measurements and
conditions and other information known to Contractor with the Contract, including any plans,
specifications, or scope of work before commencing Services. Errors, inconsistencies or
omissions discovered shall be reported to the City immediately and prior to performing any
Services or altering the condition.
3.2.15.3 Hazardous Materials and Differing Conditions. Should
Contractor encounter material reasonably believed to be polychlorinated biphenyl (PCB) or other
toxic wastes, hazardous substances and hazardous materials as defined in California state or
federal law at the site which have not been rendered harmless, the Contractor shall immediately
stop work at the affected area and shall report the condition to the City in writing. The City shall
contract for any services required to directly remove and/or abate PCBs, hazardous substances,
other toxic wastes and hazardous materials, and shall not require the Contractor to subcontract
for such services. The Services in the affected area shall not thereafter be resumed except by
written agreement of the City and Contractor.
3.2.16 Loss and Damage. Contractor shall be responsible for all loss and
damage which may arise out of the nature of the Services agreed to herein, or from the action of
the elements, or from any unforeseen difficulties which may arise or be encountered in the
prosecution of the Services until the same is fully completed and accepted by City.
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3.2.17 Warranty. Contractor warrants all Services under the Agreement (which
for purposes of this Section shall be deemed to include unauthorized work which has not been
removed and any non -conforming materials incorporated into the work) to be of good quality and
free from any defective or faulty material and workmanship. Contractor agrees that for a period
of one year (or the period of time specified elsewhere in the Agreement or in any guarantee or
warranty provided by any manufacturer or supplier of equipment or materials incorporated into
the work, whichever is later) after the date of final acceptance, Contractor shall within ten (10)
days after being notified in writing by the City of any defect in the Services or non-conformance
of the Services to the Agreement, commence and prosecute with due diligence all Services
necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act
sooner as requested by the City in response to an emergency. In addition, Contractor shall, at its
sole cost and expense, repair and replace any portions of the work (or work of other contractors)
damaged by its defective Services or which becomes damaged in the course of repairing or
replacing defective work. For any work so corrected, Contractor's obligation hereunder to correct
defective work shall be reinstated for an additional one (1) year period, commencing with the date
of acceptance of such corrected work. Contractor shall perform such tests as the City may require
to verify that any corrective actions, including, without limitation, redesign, repairs, and
replacements comply with the requirements of the Agreement. All costs associated with such
corrective actions and testing, including the removal, replacement, and reinstitution of equipment
and materials necessary to gain access, shall be the sole responsibility of the Contractor. All
warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any
portion of the work, whether express or implied, are deemed to be obtained by Contractor for the
benefit of the City, regardless of whether or not such warranties and guarantees have been
transferred or assigned to the City by separate agreement and Contractor agrees to enforce such
warranties and guarantees, if necessary, on behalf of the City. In the event that Contractor fails
to perform its obligations under this Section, or under any other warranty or guaranty under this
Agreement, to the reasonable satisfaction of the City, the City shall have the right to correct and
replace any defective or non -conforming work and any work damaged by such work or the
replacement or correction thereof at Contractor's sole expense. Contractor shall be obligated to
fully reimburse the City for any expenses incurred hereunder upon demand.
3.3 Fees and Payments.
3.3.1 Compensation. Contractor shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement at the rates set forth
in Exhibit "B" attached hereto and incorporated herein by reference. The total compensation shall
not exceed One Hundred Forty -Three Thousand, Two Hundred Sixty -Seven and 45/100,
($143,267.45) without written approval of the City Council or City Manager, as applicable.
3.3.2 Payment of Compensation. Contractor shall submit to City monthly
invoices which provides a detailed description of the Services and hours rendered by Contractor.
City shall, within thirty (30) days of receiving such statement, review the statement and pay all
non -disputed and approved charges. Contractor shall submit its final invoice to City within thirty
(30) days from the last date of provided Services or termination of this Agreement and failure by
the Contractor to submit a timely invoice shall constitute a waiver of its right to final payment.
Payment shall not constitute acceptance of any Services completed by Contractor. The making
of final payment shall not constitute a waiver of any claims by the City for any reason whatsoever.
3.3.3 Deductions. City may deduct or withhold, as applicable, from each
progress payment an amount necessary to protect City from loss because of: (1) stop payment
notices as allowed by state law; (2) unsatisfactory prosecution of the Services by Contractor; (3)
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sums representing expenses, losses, or damages as determined by the City, incurred by the City
for which Contractor is liable under the Agreement; and (4) any other sums which the City is
entitled to recover from Contractor under the terms of the Agreement or pursuant to state law,
including Section 1727 of the California Labor Code. The failure by the City to deduct any of
these sums from a progress payment shall not constitute a waiver of the City's right to such sums.
3.3.4 Reimbursement for Expenses. Contractor shall not be reimbursed for any
expenses unless authorized in writing by City.
3.3.5 Extra Work. At any time during the term of this Agreement, City may
request that Contractor perform Extra Work. As used herein, "Extra Work" means any work which
is determined by City to be necessary for the proper completion of the Project, but which the
parties did not reasonably anticipate would be necessary at the execution of this Agreement.
Contractor shall not perform, nor be compensated for, Extra Work without written authorization
from City's Representative.
3.3.6 Prevailing Wages. Contractor is aware of the requirements of California
Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations,
Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing
wage rates and the performance of other requirements on "public works" and "maintenance"
projects. If the Services are being performed as part of an applicable "public works" or
"maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is
$15,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall
provide Contractor with a copy of the prevailing rates of per diem wages in effect at the
commencement of this Agreement. Contractor shall make copies of the prevailing rates of per
diem wages for each craft, classification or type of worker needed to execute the Services
available to interested parties upon request, and shall post copies at the Contractor's principal
place of business and at the Project site. Contractor shall defend, indemnify and hold the City,
its elected or appointed officers, and their respective agents, officials, employees, volunteers and
representatives free and harmless from any claim or liability arising out of any failure or alleged
failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and
all subcontractors to comply with all California Labor Code provisions, which include but are not
limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of
apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4
and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors
and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll
records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to
work performed on a public works project that is exempt pursuant to the small project exemption
specified in Labor Code Section 1771.4.
3.3.7 Registration/DIR Compliance. If the Services are being performed as part
of an applicable "public works" or "maintenance" project, and if the total compensation is $15,000
or more, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all
subcontractors performing such Services must be registered with the Department of Industrial
Relations. Contractor shall maintain registration for the duration of the Project and require the
same of any subcontractors, as applicable. This Project may also be subject to compliance
monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor's
sole responsibility to comply with all applicable registration and labor compliance requirements.
Any stop orders issued by the Department of Industrial Relations against Contractor or any
subcontractor that affect Contractor's performance of Services, including any delay, shall be
Contractor's sole responsibility. Any delay arising out of or resulting from such stop orders shall
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be considered Contractor caused delay and shall not be compensable by the City. Contractor
shall defend, indemnify and hold the City, its elected or appointed officers, and their respective
agents, officials, employees, volunteers and representatives free and harmless from any claim or
liability arising out of stop orders issued by the Department of Industrial Relations against
Contractor or any subcontractor.
3.4 Termination of Agreement.
3.4.1 Grounds for Termination. City may, by written notice to Contractor,
terminate the whole or any part of this Agreement at any time and without cause by giving written
notice to Contractor of such termination, and specifying the effective date thereof, at least seven
(7) days before the effective date of such termination. Upon termination, Contractor shall be
compensated only for those Services which have been adequately rendered to City, and
Contractor shall be entitled to no further compensation. Contractor may not terminate this
Agreement except for cause.
3.4.2 Effect of Termination. If this Agreement is terminated as provided herein,
City may require Contractor to provide all finished or unfinished information of any kind prepared
by Contractor in connection with the performance of Services under this Agreement. Contractor
shall be required to provide such document and other information within fifteen (15) days of the
request.
3.4.3 Additional Services. In the event this Agreement is terminated in whole or
in part as provided herein, City may procure, upon such terms and in such manner as it may
determine appropriate, services similar to those terminated.
3.5 General Provisions.
3.5.1 Delivery of Notices. All notices permitted or required under this Agreement
shall be given to the respective parties at the following address, or at such other address as the
respective parties may provide in writing for this purpose:
Contractor:
USA SHADE & Fabric Structures
2580 Esters Blvd., Suite 100
DFW Airport, TX 75261
Attn: Ashley Donde
City:
City of Palm Desert
73-510 Fred Waring Drive
Palm Desert, CA 92260-2578
Attn: Jennifer Nelson, Development Services
Such notice shall be deemed made when personally delivered or when mailed,
forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to
the party at its applicable address. Actual notice shall be deemed adequate notice on the date
actual notice occurred, regardless of the method of service.
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3.5.2 Indemnification.
3.5.2.1 Scope of Indemnity. To the fullest extent permitted by law,
Contractor shall defend, indemnify and hold the City, its elected or appointed officers, and their
respective agents, officials, employees, volunteers and representatives free and harmless from
any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses,
liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or
equity, regardless of whether the allegations are false, fraudulent, or groundless, to property or
persons, including wrongful death, (collectively, "Claims") in any manner arising out of, pertaining
to, or incident to any acts, errors or omissions, or willful misconduct of Contractor, its officials,
officers, employees, subcontractors, consultants or agents in connection with the performance of
the Services, the Project or this Agreement, including without limitation the payment of all expert
witness fees, attorneys' fees and other related costs and expenses except such Claims caused
by the sole or active negligence or willful misconduct of the City.
3.5.2.2 Additional Indemnity Obligations. Contractor shall defend,
with counsel of City's choosing and at Contractor's own cost, expense and risk, any and all Claims
covered by this section that may be brought or instituted against the City, its elected or appointed
officers, and their respective agents, officials, employees, volunteers and representatives. In
addition, Contractor shall pay and satisfy any judgment, award or decree that may be rendered
against the City, its elected or appointed officers, and their respective agents, officials, employees,
volunteers and representatives as part of any such claim, suit, action or other proceeding.
Contractor shall also reimburse City for the cost of any settlement paid by the City, its elected or
appointed officers, and their respective agents, officials, employees, volunteers and
representatives as part of any such claim, suit, action or other proceeding. Such reimbursement
shall include payment for City's attorney's fees and costs, including expert witness fees.
Contractor shall reimburse the City, its elected or appointed officers, and their respective agents,
officials, employees, volunteers and representatives, for any and all legal expenses and costs
incurred by each of them in connection therewith or in enforcing the indemnity herein provided.
Contractor's obligation to indemnify shall survive expiration or termination of this Agreement, and
shall not be restricted to insurance proceeds, if any, received by the Contractor, the City, its
elected or appointed officers, and their respective agents, officials, employees, volunteers and
representatives.
3.5.3 Governing Law: Government Code Claim Compliance. This Agreement
shall be governed by the laws of the State of California. Venue shall be in Riverside County. In
addition to any and all Agreement requirements pertaining to notices of and requests for
compensation or payment for extra work, disputed work, claims and/or changed conditions,
Contractor must comply with the claim procedures set forth in Government Code sections 900 et
seq. prior to filing any lawsuit against the City. Such Government Code claims and any
subsequent lawsuit based upon the Government Code claims shall be limited to those matters
that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or
changed conditions have been followed by Contractor. If no such Government Code claim is
submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified
herein, Contractor shall be barred from bringing and maintaining a valid lawsuit against the City.
3.5.4 Time of Essence. Time is of the essence for each and every provision of
this Agreement.
3.5.5 Citv's Right to Employ Other Contractors. City reserves right to employ
other contractors in connection with this Project.
Revised 11-2-20
BBK 72500.00001 \32374943.1
- 13 -
Contract No.
3.5.6 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the parties.
3.5.7 Assignment or Transfer. Contractor shall not assign, hypothecate or
transfer, either directly or by operation of law, this Agreement or any interest herein without the
prior written consent of the City. Any attempt to do so shall be null and void, and any assignees,
hypothecates or transferees shall acquire no right or interest by reason of such attempted
assignment, hypothecation or transfer.
3.5.8 Construction: References: Captions. Since the Parties or their agents have
participated fully in the preparation of this Agreement, the language of this Agreement shall be
construed simply, according to its fair meaning, and not strictly for or against any Party. Any term
referencing time, days or period for performance shall be deemed calendar days and not work
days. All references to Contractor include all personnel, employees, agents, and subcontractors
of Contractor, except as otherwise specified in this Agreement. All references to the City include
its elected or appointed officers, and their respective agents, officials, employees, volunteers and
representatives except as otherwise specified in this Agreement. The captions of the various
articles and paragraphs are for convenience and ease of reference only, and do not define, limit,
augment, or describe the scope, content or intent of this Agreement.
3.5.9 Amendment: Modification. No supplement, modification or amendment of
this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.10 Waiver. No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party any
contractual rights by custom, estoppel or otherwise.
3.5.11 No Third Party Beneficiaries. Except to the extent expressly provided for
in Section 3.5.7, there are no intended third party beneficiaries of any right or obligation assumed
by the Parties.
3.5.12 Invalidity: Severabilitv. If any portion of this Agreement is declared invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions
shall continue in full force and effect.
3.5.13 Prohibited Interests. Contractor maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working solely
for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not
paid nor has it agreed to pay any company or person, other than a bona fide employee working
solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration
contingent upon or resulting from the award or making of this Agreement. For breach or violation
of this warranty, City shall have the right to rescind this Agreement without liability. For the term
of this Agreement, no member, officer or employee of City, during the term of his or her service
with City, shall have any direct interest in this Agreement, or obtain any present or anticipated
material benefit arising therefrom.
3.5.14 Cooperation: Further Acts. The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be necessary,
appropriate or convenient to attain the purposes of this Agreement.
Revised 11-2-20
BBK 72500.00001 \32374943.1
- 14 -
Contract No.
3.5.15 Authority to Enter Agreement. Contractor has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party
warrants that the individuals who have signed this Agreement have the legal power, right, and
authority to make this Agreement and bind each respective Party.
3.5.16 Counterparts. This Agreement may be signed in counterparts, each of
which shall constitute an original.
3.5.17 Entire Agreement. This Agreement contains the entire Agreement of the
parties with respect to the subject matter hereof, and supersedes all prior negotiations,
understandings or agreements. This Agreement may only be modified by a writing signed by both
parties.
[SIGNATURES ON NEXT PAGE]
Revised 11-2-20
BBK 72500.00001\32374943.1
- 15 -
SIGNATURE PAGE FOR MAINTENANCE SERVICES AGREEMENT
BETWEEN THE CITY OF PALM DESERT
AND USA Shade & Fabric structures
IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed
on the day and year first above written.
CITY OF PALM DESERT SHADE STRUCTURES, INC. DBA USA
SHADE & FABRIC STRUCTURES
[If Corporation, TWO SIGNATURES,
By: President OR Vice President AND
KATHLEEN KELLY Secretary OR Treasurer REQUIRED]
MAYOR
ATTEST:
By:
NORMA I. ALLEY, MMC
CITY CLERK
APPROVED AS TO FORM:
By:
Its:
Printed Name:
By:
Its:
Printed Name:
Contractor's License Number and
Classification
By: _ DIR Registration Number (if applicable)
Best Best & Krieger LLP
City Attorney
REVIEWED BY:
Eric Ceja
Director of Development Services
Revised 11-2-20
BBK 72500.00001 \32374943.1
- 16 -
Contract No.
Notary Acknowledgment
A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or
validity of that document.
STATE OF CALIFORNIA
COUNTY OF
On . 20, before me, , Notary Public, personally
appeared , who proved to me on the basis of satisfactory evidence to be
the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)
on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of
the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature of Notary Public
OPTIONAL —
Though the information below is not required by law, it may prove valuable to persons relying on the
document and could prevent fraudulent removal and reattachment of this form to another document.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
❑ Individual
❑ Corporate Officer
Title(s)
❑ Partner(s)
❑ Attorney -In -Fact
❑ Trustee(s)
❑ Guardian/Conservator
❑ Other:
Signer is representing:
Name Of Person(s) Or Entity(ies)
Revised 11-2-20
BBK 72500.00001 \32374943.1
❑ Limited
n General
- 17 -
Title or Type of Document
Number of Pages
Date of Document
Signer(s) Other Than Named Above
Contract No.
Notary Acknowledgment
A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy,
or validity of that document.
STATE OF CALIFORNIA
COUNTY OF
On , 20 , before me,
, Notary Public,
personally appeared , who proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to
me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed
the instrument.
I certify under PENALTY OF PERJURY under the laws of
the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature of Notary Public
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the
document and could prevent fraudulent removal and reattachment of this form to another document.
CAPACITY CLAIMED BY SIGNER
❑ Individual
❑ Corporate Officer
❑ Partner(s)
Title(s)
❑ Limited
n General
❑ Attorney -In -Fact
❑ Trustee(s)
❑ Guardian/Conservator
❑ Other:
Signer is representing:
Name Of Person(s) Or Entity(ies)
Revised 11-2-20
BBK 72500.00001\32374943.1
- 18 -
DESCRIPTION OF ATTACHED DOCUMENT
Title or Type of Document
Number of Pages
Date of Document
Signer(s) Other Than Named Above
Contract No.
Revised 11-2-20
BBK 72500.00001 \32374943.1
EXHIBIT "A"
SCOPE AND SCHEDULE OF SERVICES
SEE ATTACHED
Exhibit A - 1
USASHADE
& Fabric Structures®
Date: 8/10/2021
Proposal for USA SHADE & Fabric Structures
Project Information:
Sales Information:
Purchaser:
Project Name:
Quote No:
PO No:
City of Palm Desert
PD Aquatics Center
01061521AAD
Contact: Jennifer Nelson
Phone: (760) 776-6481
Email: inelsonPcitvofoalmdesert.ore
Fax:
Sales Rep: Ashley Donde
Phone:
Email:
Fax:
(760) 250-7824
ashlev.dondePusa-shade.com
Billing Information:
Shipping Information: Jobsite Information:
City of Palm Desert
73510 Fred Waring Drive
Palm Desert
CA
92260
Contact: Jennifer Nelson
Phone (760) 776-6481
Email: inelsonOcitvofoalmdesert.ore
Fax:
CORPORATE ADDRESS:
2580 Esters Blvd., Suite 100
DFW Airport, TX 75261
SOUTHERN CALIFORNIA
1085 N. Main Street, Suite C
Orange
CA
92867
Contact:
Phone
Email:
Fax:
Palm Desert Aquatic Center
73751 Magnesia Falls Drive
Palm Desert
CA
92260
Construction Dept Contact: David Keyes
(714) 427-6981 Phone (760) 565-7467
Iuis.ceballosCa usa-shade.com Email: dkevesc desertvmca.ore
Fax:
MAILING ADDRESS: REMITTANCE ADDRESS:
P.O. Box 3467 P.O. Box 734158
Coppel, TX 75019 Dallas, TX 75373-4158
SOUTHERN CALIFORNIA: NORTHERN CALIFORNIA: 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 Napa, CA 94558 Mesa, AZ 85202 Las Vegas, NV 89118
NOTE: This message is intended only for the use of the individual to whom it is addressed, and contains information that is privileged, confidential, and exempt
from disclosure under applicable law. If you are not the intended recipient, or the employee or agent responsible for delivering this message to the intended
recipient, you are hereby notified that any unauthorized disclosure, distribution, or copying of this communication is strictly prohibited. If you have received this
communication in error, please notify us immediately by phone and return the original message to the applicable address above.
www.usa-shade.com 800-966-5005
AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DI R: 1000003533
& Fabric Structures.
0
USASHADE
Structure Pricing
Area 3
UNIT IMAGE UNIT DETAILS
Unit Quantity:
Unit Type:
Structure Size:
USA Shade Model
NumhPr
Entry Height:
No of Columns:
No of Fabric Tops:
Fabric Type:
Fabric Color:
(Steel Finish:
'Steel Color:
Electrical Provisions:
'Cable/HDW Finish:
'Concept No:
PRICE
143,267.45
1
Full Hip Cantilever Joined
18ft x 120ft
302.5
8ft
5
4
Colourshade_FR
Blue
Coastal Primer w/
Powder Coating
White
0
Galvanized
Foundations By
Grout Installation
Footing Type:
Base Attachment:
Anchor Bolts:
Concrete Cutting:
Dirt Removal:
Surface Type:
USA Shade
Not Applicable
Drilled Pier
PIH - Embed
Not Applicable
Not Applicable
Included
Grass
NOTES
Price includes Engineering drawings, Structures,
Foundations, Installation at Prevailing Wage Rates,
Sales Tax, payment and performance bond.
www.usa-shade.com 800-966-5005
AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR: 1000003533
(BB&K 2019)
EXHIBIT "B"
COMPENSATION AND BONDS
SEE ATTACHED
Exhibit B-1
72500.00001\32374943.1
USASHADE
8� Fabric Structures,
ACCESS/MISC.
QTY ITEM
DETAILS
COST
TOTAL FOR ACCESS/MISC ITEMS:
PRICINGTOTALS:
Unit Total
Less Sourcewell Discount
Shipping/Handling
SUBTOTAL
Sales Tax (7.75%)
Engineering & Bond Costs
Installation (Prevailing Wage Rates)
82,967.36
(8,296.73)I
5,644.46
$ 80,315.09
$ 6,224.42
$ 8,024.24
$ 48,703.70
$ 143,267.45
(1) Upon execution of the Agreement (Deposit) PO
1(2) Upon delivery of Unit(s)
I(3) Upon completion of assembly/installation
(4) Other (specify):
100%
NOTES:
Sourcewell Contract # 030117-LTS
USA SHADE reserves the right to implement a surcharge for significant increases in raw materials, including the following, but
not limited to: fuel, steel , fabric, and concrete. Proposal pricing is only valid for 15 days 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 determined.
ENGINEERING REQUIREMENTS
NOTES
Building Code
Wind Load
Snow Load
Drawing Size
No. of Sealed Drawings
Calculations Required
CBC 2019
115 mph
5 psf
Electronic
1
Yes
INCLUDED EXCLUDED
INCLUSIONS / EXCLUSIONS
ENGINEERING REQUIREMENTS
INCLUDED EXCLUDED
INSTALLATION - MISCELLANEOUS
O ❑ Sealed Drawings & Calculations
O ❑ Permit Submittal
❑ 0 Permit Fee
❑ O DSA Submittal & Fees
O ❑ Design and Engineering of Structure
O ❑ Design and Engineering of Foundation
❑ 0 Reactions and Loads for attachment to Walls, Rooftops, or Other
O O Foundation Location and Elevation Survey
O
0
El
❑ Prevailing Wage / Certified Payroll
O Union Wages
• Fencing
O water and Electrical
p Landscape Repair
O Demolition (Existing Structures)
❑ Payment and Performance Bonds
❑ p Special Inspection Fees
www.usa-shade.com 800-966-5005
AZ: 289388 CA: 989458 LA: 61718 NV: 78724 NV:78724 NM: 383826 TN: 68712 DIR: 1000003533
Contract No.
PERFORMANCE BOND
KNOW ALL PERSONS BY THESE PRESENTS:
THAT WHEREAS, the City of Palm Desert (hereinafter referred to as "City") has awarded
to USA SHADE & Fabric Structures, (hereinafter referred to as the "Contractor") an agreement
for Design and Installation of a shade structure at Palm Desert Aquatic Center (hereinafter
referred to as the "Project").
WHEREAS, the work to be performed by the Contractor is more particularly set forth in
the Contract Documents for the Project dated August 26, 2021 through February 28, 2022
(hereinafter referred to as "Contract Documents"), the terms and conditions of which are expressly
incorporated herein by reference; and
WHEREAS, the Contractor is required by said Contract Documents to perform the terms
thereof and to furnish a bond for the faithful performance of said Contract Documents.
NOW, THEREFORE, we, , the undersigned Contractor and
as Surety, a corporation organized and
duly authorized to transact business under the laws of the State of California, are held and firmly
bound unto the City in the sum of DOLLARS,
($ ), said sum being not less than one hundred percent (100%) of the total amount
of the Contract, for which amount well and truly to be made, we bind ourselves, our heirs,
executors and administrators, successors and assigns, jointly and severally, firmly by these
presents.
THE CONDITION OF THIS OBLIGATION IS SUCH, that, if the Contractor, his or its heirs,
executors, administrators, successors or assigns, shall in all things stand to and abide by, and
well and truly keep and perform the covenants, conditions and agreements in the Contract
Documents and any alteration thereof made as therein provided, on its part, to be kept and
performed at the time and in the manner therein specified, and in all respects according to their
intent and meaning; and shall faithfully fulfill all obligations including the one-year guarantee of all
materials and workmanship; and shall indemnify and save harmless the City, its elected or
appointed officers, and their respective agents, officials, employees, volunteers and
representatives, as stipulated in said Contract Documents, then this obligation shall become null
and void; otherwise it shall be and remain in full force and effect.
As a condition precedent to the satisfactory completion of the Contract Documents, unless
otherwise provided for in the Contract Documents, the above obligation shall hold good for a
period of one (1) year after the acceptance of the work by City, during which time if Contractor
shall fail to make full, complete, and satisfactory repair and replacements and totally protect the
City from loss or damage resulting from or caused by defective materials or faulty workmanship,
Surety shall undertake and faithfully fulfill all such obligations. The obligations of Surety hereunder
shall continue so long as any obligation of Contractor remains. Nothing herein shall limit the City's
rights or the Contractor or Surety's obligations under the Contract, law or equity, including, but
not limited to, California Code of Civil Procedure section 337.15.
Revised 11-2-20
BBK 72500.00001 \32374943.1
Exhibit A - 1
Contract No.
Whenever Contractor shall be, and is declared by the City to be, in default under the
Contract Documents, the Surety shall remedy the default pursuant to the Contract Documents, or
shall promptly, at the City's option:
(1) Take over and complete the Project in accordance with all terms and conditions in
the Contract Documents; or
(2) Obtain a bid or bids for completing the Project in accordance with all terms and
conditions in the Contract Documents and upon determination by Surety of the
lowest responsive and responsible bidder, arrange for a Contract between such
bidder, the Surety and the City, and make available as work progresses sufficient
funds to pay the cost of completion of the Project, less the balance of the contract
price, including other costs and damages for which Surety may be liable. The term
"balance of the contract price" as used in this paragraph shall mean the total
amount payable to Contractor by the City under the Contract and any modification
thereto, less any amount previously paid by the City to the Contractor and any
other set offs pursuant to the Contract Documents.
(3)
Permit the City to complete the Project in any manner consistent with local,
California and federal law and make available as work progresses sufficient funds
to pay the cost of completion of the Project, less the balance of the contract price,
including other costs and damages for which Surety may be liable. The term
"balance of the contract price" as used in this paragraph shall mean the total
amount payable to Contractor by the City under the Contract and any modification
thereto, less any amount previously paid by the City to the Contractor and any
other set offs pursuant to the Contract Documents.
Surety expressly agrees that the City may reject any contractor or subcontractor which
may be proposed by Surety in fulfillment of its obligations in the event of default by the Contractor.
Surety shall not utilize Contractor in completing the Project nor shall Surety accept a bid
from Contractor for completion of the Project if the City, when declaring the Contractor in default,
notifies Surety of the City's objection to Contractor's further participation in the completion of the
Project.
The Surety, for value received, hereby stipulates and agrees that no change, extension of
time, alteration or addition to the terms of the Contract Documents or to the Project to be
performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive
notice of any such change, extension of time, alteration or addition to the terms of the Contract
Documents or to the Project, including but not limited to the provisions of sections 2819 and 2845
of the California Civil Code.
[SIGNATURES ON NEXT PAGE]
Revised 11-2-20
BBK 72500.00001 \32374943.1
Contract No.
IN WITNESS WHEREOF, we have hereunto set our hands and seals this day of
, 20
(Corporate Seal)
(Corporate Seal)
Contractor/ Principal
By
Title
Surety
By
Attorney -in -Fact
(Attach Attorney -in -Fact Certificate) Title
Signatures of those signing for the Contractor and Surety must be notarized and evidence of
corporate authority attached.
The rate of premium on this bond is per thousand. The total amount of premium
charges, $
(The above must be filled in by corporate attorney.)
THIS IS A REQUIRED FORM
Any claims under this bond may be addressed to:
(Name and Address of Surety)
(Name and Address of Agent or
Representative for service of
process in California, if different
from above)
(Telephone number of Surety
and Agent or Representative for
service of process in California)
NOTE: A copy of the Power -of -Attorney authorizing the person signing on behalf of the Surety to do so
must be attached hereto.
Revised 11-2-20
BBK 72500.00001 \32374943.1
Contract No.
Notary Acknowledgment
A notary public or other officer completing this certificate verifies only the identity of the individual who
signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity
of that document.
STATE OF CALIFORNIA
COUNTY OF
On , 20, before me, _ , Notary Public, personally
appeared , who proved to me on the basis of satisfactory evidence to be
the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on
the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of
the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature of Notary Public
— OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the
document and could prevent fraudulent removal and reattachment of this form to another document.
CAPACITY CLAIMED BY SIGNER
❑ Individual
❑ Corporate Officer
❑ Partner(s)
Title(s)
❑ Limited
n General
❑ Attorney -In -Fact
❑ Trustee(s)
❑ Guardian/Conservator
❑ Other:
Signer is representing:
Name Of Person(s) Or Entity(ies)
DESCRIPTION OF ATTACHED DOCUMENT
Title or Type of Document
Number of Pages
Date of Document
Signer(s) Other Than Named Above
NOTE: This acknowledgment is to be completed for Contractor/Principal.
Revised 11-2-20
BBK 72500.00001 \32374943.1
Contract No.
Notary Acknowledgment
A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or
validity of that document.
STATE OF CALIFORNIA
COUNTY OF
On , 20, before me, , Notary Public,
personally appeared , who proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to
me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed
the instrument.
I certify under PENALTY OF PERJURY under the laws of
the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature of Notary Public
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the
document and could prevent fraudulent removal and reattachment of this form to another document.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
Individual
Corporate Officer
Partner(s)
Title(s)
❑ Limited
❑ General
❑ Attorney -In -Fact
❑ Trustee(s)
❑ Guardian/Conservator
❑ Other:
Signer is representing:
Name Of Person(s) Or Entity(ies)
Title or Type of Document
Number of Pages
Date of Document
Signer(s) Other Than Named Above
NOTE: This acknowledgment is to be completed for the Attorney -in -Fact. The Power -of -Attorney
to local representatives of the bonding company must also be attached.
Revised 11-2-20
BBK 72500.00001 \32374943.1
Contract No.
PAYMENT BOND
KNOW ALL MEN BY THESE PRESENTS That
WHEREAS, the City of Palm Desert (hereinafter designated as the "City"), by action taken
or a resolution passed August 26, 2021 has awarded to USA SHADE & Fabric Structures
hereinafter designated as the "Principal," a contract for the work described as follows:
Design and Install a shade structure at Palm Desert Aquatic Center (the "Project"); and
WHEREAS, the work to be performed by the Principal is more particularly set forth in the
Contract Documents for the Project dated August 26, 2021 through February 28, 2022 ("Contract
Documents"), the terms and conditions of which are expressly incorporated by reference; and
WHEREAS, said Principal is required to furnish a bond in connection with said contract;
providing that if said Principal or any of its Subcontractors shall fail to pay for any materials,
provisions, provender, equipment, or other supplies used in, upon, for or about the performance
of the work contracted to be done, or for any work or labor done thereon of any kind, or for
amounts due under the Unemployment Insurance Code or for any amounts required to be
deducted, withheld, and paid over to the Employment Development Department from the wages
of employees of said Principal and its Subcontractors with respect to such work or labor the Surety
on this bond will pay for the same to the extent hereinafter set forth.
NOW THEREFORE, we, the Principal and as Surety,
are held and firmly bound unto the City in the penal sum of
Dollars ($ ) lawful money of the United States of America, for the
payment of which sum well and truly to be made, we bind ourselves, our heirs, executors,
administrators, successors and assigns, jointly and severally, firmly by these presents.
THE CONDITION OF THIS OBLIGATION IS SUCH that if said Principal, his or its
subcontractors, heirs, executors, administrators, successors or assigns, shall fail to pay any of
the persons named in Section 9100 of the Civil Code, fail to pay for any materials, provisions or
other supplies, used in, upon, for or about the performance of the work contracted to be done, or
for any work or labor thereon of any kind, or amounts due under the Unemployment Insurance
Code with respect to work or labor performed under the contract, or for any amounts required to
be deducted, withheld, and paid over to the Employment Development Department or Franchise
Tax Board from the wages of employees of the contractor and his subcontractors pursuant to
Section 18663 of the Revenue and Taxation Code, with respect to such work and labor the Surety
or Sureties will pay for the same, in an amount not exceeding the sum herein above specified,
and also, in case suit is brought upon this bond, all litigation expenses incurred by City in such
suit, including reasonable attorneys' fees, court costs, expert witness fees and investigation
expenses.
This bond shall inure to the benefit of any of the persons named in Section 9100 of the
Civil Code so as to give a right of action to such persons or their assigns in any suit brought upon
this bond.
It is further stipulated and agreed that the Surety on this bond shall not be exonerated or
released from the obligation of this bond by any change, extension of time for performance,
addition, alteration or modification in, to, or of any contract, plans, specifications, or agreement
pertaining or relating to any scheme or work of improvement herein above described, or pertaining
Revised 11-2-20
BBK 72500.00001 \32374943.1
Contract No.
or relating to the furnishing of labor, materials, or equipment therefore, nor by any change or
modification of any terms of payment or extension of the time for any payment pertaining or
relating to any scheme or work of improvement herein above described, nor by any rescission or
attempted rescission of the contract, agreement or bond, nor by any conditions precedent or
subsequent in the bond attempting to limit the right of recovery of claimants otherwise entitled to
recover under any such contract or agreement or under the bond, nor by any fraud practiced by
any person other than the claimant seeking to recover on the bond and that this bond be construed
most strongly against the Surety and in favor of all persons for whose benefit such bond is given,
and under no circumstances shall Surety be released from liability to those for whose benefit such
bond has been given, by reason of any breach of contract between the owner or City and original
contractor or on the part of any obligee named in such bond, but the sole conditions of recovery
shall be that claimant is a person described in Section 9100 of the Civil Code, and has not been
paid the full amount of his claim and that Surety does hereby waive notice of any such change,
extension of time, addition, alteration or modification herein mentioned and the provisions of
sections 2819 and 2845 of the California Civil Code.
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BBK 72500.00001 \32374943.1
Contract No.
IN WITNESS WHEREOF, we have hereunto set our hands and seals this day of
, 20
(Corporate Seal)
(Corporate Seal)
Contractor/ Principal
By
Title
Surety
By
Attorney -in -Fact
(Attach Attorney -in -Fact Certificate) Title_
Signatures of those signing for the Contractor and Surety must be notarized and evidence of
corporate authority attached. A Power -of -Attorney authorizing the person signing on behalf of the
Surety to do so much be attached hereto.
NOTE: A copy of the Power -of -Attorney authorizing the person signing on behalf of the Surety to
do so must be attached hereto.
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BBK 72500.00001 \32374943.1
Contract No.
Notary Acknowledgment
A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or
validity of that document.
STATE OF CALIFORNIA
COUNTY OF
On , 20, before me, , Notary Public,
personally appeared , who proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to
me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed
the instrument.
I certify under PENALTY OF PERJURY under the laws of
the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature of Notary Public
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the
document and could prevent fraudulent removal and reattachment of this form to another document.
CAPACITY CLAIMED BY SIGNER
❑ Individual
❑ Corporate Officer
❑ Partner(s)
Title(s)
❑ Limited
n General
❑ Attorney -In -Fact
❑ Trustee(s)
❑ Guardian/Conservator
❑ Other:
Signer is representing:
Name Of Person(s) Or Entity(ies)
DESCRIPTION OF ATTACHED DOCUMENT
Title or Type of Document
Number of Pages
Date of Document
Signer(s) Other Than Named Above
NOTE: This acknowledgment is to be completed for Contractor/Principal.
Revised 11-2-20
BBK 72500.00001 \32374943.1
Contract No.
Notary Acknowledgment
A notary public or other officer completing this certificate verifies only the identity of the individual who
signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity
of that document.
STATE OF CALIFORNIA
COUNTY OF
On , 20, before me, , Notary Public,
personally appeared , who proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to
me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed
the instrument.
I certify under PENALTY OF PERJURY under the laws of
the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature of Notary Public
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the
document and could prevent fraudulent removal and reattachment of this form to another document.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
Individual
Corporate Officer
Partner(s)
Title(s)
❑ Limited
❑ General
❑ Attorney -In -Fact
❑ Trustee(s)
❑ Guardian/Conservator
❑ Other:
Signer is representing:
Name Of Person(s) Or Entity(ies)
Title or Type of Document
Number of Pages
Date of Document
Signer(s) Other Than Named Above
NOTE: This acknowledgment is to be completed for the Attorney -in -Fact. The Power -of -
Attorney to local representatives of the bonding company must also be attached
Revised 11-2-20
BBK 72500.00001 \32374943.1