July 7, 2026, Item #3
DATE:
TO:
FROM:
CONTACT:
SUBJECT:
Summary:
AGENDA RE PQ RT City of Poway
July 7, 2026
Honorable Mayor and Members of the City Co1~ncil
Eric Heidemann, Director of Public Works 1 Vi
Robert Weber, P.E., Principal Civil Engineer -Utilities O• . } (858) 668-4717 or [email protected] + lfJ
CITY COUNCIL
Award of Agreement to Shade Structure, Inc. dba USA Shade & Fabric Structures for the Lake Poway Softball Field Shade Structure Utilizing Sourcewell Cooperative Purchasing Program Contract No. 101625-PLP-6
The approved Fiscal Year (FY) 2026-27 Operating Budget and Capital Improvement Program includes funding for the Lake Poway Softball Field spectator area to install a shade structure. The City of Poway (City) participates in and is a member of several cooperative purchasing organizations, including Sourcewell, formally known as National Joint Powers Alliance (NJPA), which establishes and provides nationwide competitively solicited purchasing contracts to be utilized by member agencies. Through Sourcewell Contract No. 101625-PLP-6, Shade Structure, Inc. dba USA Shade & Fabric Structures (USA Shade) presented optimal pricing for the Lake Poway Softball Field Shade Structure in the total amount of $174,544.39.
Recommended Action:
It is recommended the City Council award the Agreement for Public Facilities Renovation Lake Poway Softball Field Shade Structure to Shade Structure, Inc. dba USA Shade & Fabric Structures in the amount of $174,544.39 and authorize the City Manager to execute any necessary documents.
Discussion:
As part of the annual budget process, funds are allocated for capital projects through the Capital Improvement Program (CIP) for investment in City infrastructure, including City facilities. During the FY 2026-27 budget process, funds were allocated for the Lake Poway Softball Field Shade Structure (PK043). The Lake Poway Softball Field is undergoing renovations as part of the Clearwell Replacement Project and a new shade structure to cover the existing spectator area is recommended. The proposed shade structure will provide shade for ballfield spectators and summer camp participants and will complement the restoration work funded by the Clearwell Replacement Project which includes dugout rehabilitation, new fences, backstop, and new infield and athletic features as well as new hybrid Bermuda grass sod turf.
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July 7, 2026, Item #3
During
the
planning
phase
for
the
ballfield
shade
structure,
an
initial
sun
study
was
conducted
to
compare
shade
coverage
across
several
design
options
. The
study
found
the
proposed
structures
provided
similar
levels
of
shade
for
the
spectator
stands
during
midday
and
early
afternoon,
with
the
greatest
coverage
occurring
during
the
summer
months.
This
aligns
with
important
periods
of
facility
usage,
including
some
of
Poway's
annual
summer
camp
and
community
events.
It
should
be
noted
the
fabric
color
in
the
sun
study
is
generic;
the
actual
fabric
color
will
be
recommended
during
design
and
will
be
selected
consistent
with
the
shade
sail
at
the
nearby
playground.
The
City
is
an
active
participant
in
several
cooperative
purchasing
organizations,
including
Sourcewell.
All
agreements
offered
through
Sourcewell
have
been
awarded
via
a thorough
Request
for
Bid
{RFB)
competitive
solicitation
program
by
a public
agency/government
entity
{e.g
., state,
city,
county,
public
university
or
school
district).
The
program
provides
a
streamlined
and
effective
procurement
option
by
establishing
agreements
with
manufacturers
and
suppliers
currently
on
an
existing
multiple
award
schedule
with
a
competitive
procurement
procedure
. Section
3.28.110
of
the
Poway
Municipal
Code
permits
the
use
of
cooperative
purchasing
programs
for
procurement
of
supplies,
services,
and
equipment
when
the
administering
agency
has
made
their
purchase
in
a
competitive
manner.
Sourcewell
has
provided
optimal
pricing
from
USA
Shade
for
Lake
Poway
Softball
Field
Shade
Structure.
Based
on
the
received
quote
and
the
scope
of
work
required,
USA
Shade's
pricing
is
deemed
fair
and
reasonable,
and
the
company
is
qualified
to
undertake
the
project.
The
quote
for
USA
Shade
is
as
follows:
Item
Sourcewell
Quote
Vendor
Contract
No.
Lake
Poway
Softball
Field
101625-PLP-6
$174,544.39
USA
SHADE
&
Fabric
Shade
Structure
Structures
A
copy
of
the
quote
is
on
file
with
the Public
Works
Department.
Environmental
Review:
This
action
is
not
subject
to
review
under
the
California
Environmental
Quality
Act
{CEQA).
Fiscal
Impact:
Sufficient
funds
are
available
in
the
relevant
Capital
Improvement
Project
account
PK043
to
award
the
Agreement
for
the
recommended
amount
of
$174
,544
.39
.
The
City
proactively
planned
for
this
project
as
part
of
the
development
process
for
the
FY
2026-27
budget,
with
funds
appropriated
from
the
Capital
Projects
-Park
Improvement
Fund
(4110).
Public
Notification:
None. Attachments: A.
Standard
Agreement
for
Services
B.
Shade
Structure
Sun
Study
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July 7, 2026, Item #3
evens
Assistant City Manager
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Reviewed By:
Alan Fenstermacher
City Attorney
Chris Hazeltine
City Manager
July 7, 2026, Item #3
City of Poway
STANDARD AGREEMENT FOR SERVICES
This Agreement, entered into this 8th day of July, 2026, by and between the CITY OF POWAY (hereinafter referred to as "City") and SHADE STRUCTURE INC. dba USA SHADE & FABRIC STRUCTURES ("the Contractor").
RECITALS
WHEREAS, City desires to obtain the services for the Public Facilities Renovation Lake Poway Softball Field Shade Structure Project;
WHEREAS, Contractor has represented that Contractor possesses the necessary qualifications to provide such services; and
WHEREAS, City has authorized the preparation of an agreement to retain the services of Contractor as hereinafter set forth.
NOW, THEREFORE, IT IS MUTUALLY AGREED THAT CITY DOES HEREBY RETAIN CONTRACTOR ON THE FOLLOWING TERMS AND CONDITIONS:
1. Scope of Services.
Contractor shall provide services as described in Exhibit "A" entitled "Special Provisions" attached hereto and made a part hereof.
2. Compensation and Reimbursement.
City shall compensate and reimburse Contractor as provided in Exhibit "A" entitled "Special Provisions" attached hereto and made a part hereof.
3. Term of Agreement.
The term of this Agreement shall be as described in Exhibit "A" entitled "Special Provisions" attached hereto and made a part hereof.
4. Termination.
This Agreement may be terminated with or without cause by City.
Termination without cause shall be effective only upon 60-day written notice to Contractor. During said 60-day period Contractor shall perform all consulting services in accordance with this Agreement. This Agreement may be terminated by City for cause in the event of a material breach of this Agreement, misrepresentation by Contractor in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by City. Termination for cause shall be effected by delivery of written notice of termination to Contractor. Such termination shall be effective upon delivery of said notice.
4of34 ATTACHMENT A
July 7, 2026, Item #3
5. Confidential Relationship.
City may from time to time communicate to Contractor certain information to enable Contractor to effectively perform the services. Contractor shall treat all such information as confidential, whether or not so identified, and shall not disclose any part thereof without the prior written consent of the City. Contractor shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services. The foregoing obligation of this Paragraph 5, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of Contractor, hereafter disclosed in publicly available sources of information; (iii) is now in the possession of Contractor without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to Contractor by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party.
Contractor shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this agreement without the prior written consent of the City. In its performance hereunder, Contractor shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation.
6. Office Space and Clerical Support.
Contractor shall provide its own office space and clerical support at its sole cost and expense.
7. Covenant Against Contingent Fees.
Contractor declares that it has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, that it has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or making of the Agreement.
For breach of violation of this warranty, City shall have the right to annul this Agreement without liability, or, at its sole discretion, to deduct from the Agreement price or consideration, or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee.
8. Ownership of Documents.
All memoranda, reports, plans, specifications, maps, and other documents prepared or obtained under the terms of this Agreement shall be the property of City and shall be delivered to City by Contractor upon demand.
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July 7, 2026, Item #3
9. Conflict of Interest and Political Reform Act Obligations.
During the term of this Agreement Contractor shall not act as Contractor or perform services of any kind for any person or entity whose interest's conflict in any way with those of the City of Poway. Contractor shall at all times comply with the terms of the Political Reform Act and the local conflict of interest code. Contractor shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the City in which the Contractor has a financial interest as defined in Government Code Section 87103. Contractor represents that it has no knowledge of any financial interests which would require it to disqualify itself from any matter on which it might perform services for the City.
"Contractor'' means an individual who, pursuant to a contract with a state or local agency:
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(A) Makes a governmental decision whether to:
1. Approve a rate, rule or regulation;
2. Adopt or enforce a law;
3. Issue, deny, suspend, or revoke any permit, license, application, certificate, approval, order, or similar
authorization or entitlement;
4. Authorize the City to enter into, modify, or renew a contract provided it is the type of contract that requires City approval;
5. Grant City approval to a contract that requires City approval and to which the City is a party, or to the specifications for such a contract;
6. Grant City approval to a plan, design, report, study, or similar item; and
7. Adopt, or grant City approval of, policies, standards, or guidelines for the City, or for any subdivision thereof; or (B) Serves in a staff capacity with the City and in that capacity participates in making a governmental decision as defined in the Political Reform Act and/or implementing regulations promulgated by the Fair Political Practices Commission or performs the same or substantially all the same duties for the City that would otherwise be performed by an individual holding a position specified in the City's Conflict of Interest Code.
July 7, 2026, Item #3
DISCLOSURE DETERMINATION:
~ 1. Contractor will not be "making a government decision" or "serving in a staff capacity" as defined in Sections A and B above.
No disclosure required.
D 2. Contractor will be "making a government decision" or "serving in a staff capacity" as defined in Sections A and B above. As a result, Contractor shall be required to file a Statement of Economic Interest with the City Clerk of the City of Poway in a timely manner as required by law.
Eric Heidemann, Director of Public Works
10. No Assignments.
Neither any part nor all of this Agreement may be assigned or subcontracted, except as otherwise specifically provided herein, or to which City, in its sole discretion, consents to in advance thereof in writing. Any assignment or subcontracting in violation of this provision shall be void.
11. Maintenance of Records.
Contractor shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred and shall make such materials available at its office at all reasonable times during the agreement period and for three (3) years from the date of final payment under this Agreement, for inspection by City and copies thereof shall be furnished, if requested.
12. Independent Contractor.
At all times during the term of this Agreement, Contractor shall be an independent contractor and shall not be an employee of the City of Poway. City shall have the right to control Contractor only insofar as the results of Contractor's services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Contractor accomplishes such services.
13. Licenses, Permits, Etc.
Contractor represents and declares to City that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. Contractor represents and warrants to City that Contractor shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for Contractor to practice its profession.
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July 7, 2026, Item #3
14. Contractor's Insurance.
Contractor shall provide insurance as set forth in Exhibit "A" entitled "Special Provisions" attached hereto and made a part hereof.
15. Indemnification.
(a) For Claims (as defined herein) other than those alleged to arise from Contractor's negligent performance of professional services, City and its respective elected and appointed boards, officials, officers, agents, employees and volunteers (individually and collectively, "lndemnitees") shall have no liability to Contractor or any other person for, and Contractor shall indemnify, protect and hold harmless lndemnitees from and against, any and all liabilities, claims, actions, causes of action, proceedings, suits, damages, judgments, liens, levies, costs and expenses, including reasonable attorneys' fees and disbursements (collectively "Claims"), which lndemnitees may suffer or incur or to which lndemnitees may become subject by reason of or arising out of any injury to or death of any person(s), damage to property, loss of use of property, economic loss or otherwise occurring as a result of Contractor's negligent performance under this Agreement, or by the negligent or willful acts or omissions of Contractor, its agents, officers, directors, sub-Contractors or employees.
(b) For Claims alleged to arise from Contractor's negligent performance of professional services, lndemnitees shall have no liability to Contractor or any other person for, and Contractor shall indemnify and hold harmless lndemnitees from and against, any and all Claims that lndemnitees may suffer or incur or to which lndemnitees may become subject by reason of or arising out of any injury to or death of any person(s), damage to property, loss of use of property, economic loss or otherwise to the extent occurring as a result of Contractor's negligent performance of any professional services under this Agreement, or by the negligent or willful acts or omissions of Contractor, its agents, officers, directors, sub-Contractors or employees, committed in performing any of professional services under this Agreement. For Claims alleged to arise from Contractor's professional services, Contractor's defense obligation to lndemnitees shall include only the reimbursement of reasonable defense costs and attorneys' fees to the extent caused by Contractor's negligence.
(c) The foregoing obligations of Contractor shall not apply to the extent that the Claims arise from the sole negligence or willful misconduct of City or its elected and appointed boards, officials, officers, agents, employees and volunteers. (d) In any and all Claims against City by any employees of the Contractor, anyone directly or indirectly employed by it or anyone for whose acts it may be liable, the indemnification obligation under this Section 15 shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Contractor under worker's compensation acts, disability benefit acts or other employee benefit acts.
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July 7, 2026, Item #3
(e) Contractor shall, upon receipt of written notice of any Claim, promptly take all action necessary to make a claim under any applicable insurance policy or policies Contractor is carrying and maintaining; however, if Contractor fails to take such action as is necessary to make a claim under any such insurance policy, Contractor shall reimburse City for any and all costs, charges, expenses, damages and liabilities incurred by City in making any claim on behalf of Contractor under any insurance policy or policies required pursuant to this Agreement.
(f) The obligations described in Section 15(a) through (e) above shall not be construed to negate, abridge or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person indemnified pursuant to this Section
15. (g) The rights and obligations of the parties described in this Section 15 shall survive the termination of this Agreement.
16. Assumption of Risk.
Except for injuries to persons caused by the willful misconduct of any lndemnitee and not covered by insurance maintained, or required by this Agreement to be maintained, by Contractor: (a) Contractor hereby assumes the risk of any and all injury and damage to the personnel (including death) and property of Contractor that occurs in the course of, or in connection with, the performance of Contractor's obligations under this Agreement, including but not limited to Contractor's Scope of Services; and (b) it is hereby agreed that the lndemnitees are not to be liable for injury or damage which may be sustained by the person, goods or property of Contractor or its employees in connection with Contractor's performance its obligations under this Agreement, including but not limited to Contractor's Scope of Services.
17. Contractor Not an Agent.
Except as City may specify in writing, Contractor shall have no authority, expressed or implied, to act on behalf of City in any capacity whatsoever as an agent.
Contractor shall have no authority, expressed or implied, pursuant to this Agreement to bind City to any obligation whatsoever.
18. Personnel.
Contractor shall assign qualified and certified personnel to perform requested services. The City shall have the right to review and disapprove personnel for assignment to Poway projects.
City shall have the unrestricted right to order the removal of any person(s) assigned by Contractor by giving oral or written notice to Contractor to such effect.
Contractor's personnel shall at all times comply with City's drug and alcohol policies then in effect.
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July 7, 2026, Item #3
19. Notices.
Notices shall be given as described on Exhibit "A" entitled "Special Provisions" attached hereto and made a part hereof.
20. Governing Law, Forum Selection and Attorneys' Fees.
This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. Each party to this Agreement consents to personal jurisdiction in San Diego County, California, and hereby authorizes and accepts service of process sufficient for personal jurisdiction by first class mail, registered or certified, postage prepaid, to its address for giving notice as set forth in Exhibit "A" hereto. Any action to enforce or interpret the terms or conditions of this Agreement shall be brought in the Superior Court in San Diego County, Central Division, unless the parties mutually agree to submit their dispute to arbitration. Contractor hereby waives any right to remove any such action from San Diego County as is otherwise permitted by California Code of Civil Procedure section 394. The prevailing party in any such action or proceeding shall be entitled to recover all of its reasonable litigation expenses, including its expert fees, attorneys' fees, courts costs, arbitration costs, and any other fees. Notwithstanding the foregoing, in the event that the subject of such an action is compensation claimed by Contractor in the event of termination, Contractor's damages shall be limited to compensation for the 60-day period for which Contractor would have been entitled to receive compensation if terminated without cause, and neither party shall be entitled to recover their litigation expenses.
21. Gender.
Whether referred to in the masculine, feminine, or as "it," "Contractor" shall mean the individual or corporate Contractor and any and all employees of Contractor providing services hereunder.
22. Counterparts.
This Agreement (and any amendments) may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. Documents delivered by telephonic facsimile transmission shall be valid and binding.
23. Entire Agreement.
This Agreement shall constitute the entire understanding between Contractor and City relating to the terms and conditions of the services to be performed by Contractor. No agreements, representations or promises made by either party, whether oral or in writing, shall be of any force or effect unless it is in writing and executed by the party to be bound thereby.
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July 7, 2026, Item #3
24. Certification and Indemnification Regarding Public Employees' Retirement Law/Pension Reform Act of 2013.
Contractor hereby certifies that all persons providing services to City by Contractor are not current members of the California Public Employees' Retirement System (CalPERS) and shall not become members of CalPERS while providing services to City.
Contractor further provides that in the event Contractor assigns a retired annuitant receiving a pension benefit from CalPERS to perform services for City, the retired annuitant is in full compliance with Government Code section 7522.56. A copy of Government Code section 7522.56 is attached hereto as Exhibit "B." Further, Contractor hereby fully and unconditionally indemnifies City from all penalties, fees, employer and employee contributions, or any other assessments imposed by CalPERS in the event CalPERS determines the person assigned by Contractor to provide services to City has been misclassified.
25. Severability.
If any provision of this Agreement is determined by any court of competent jurisdiction or arbitrator to be invalid, illegal, or unenforceable to any extent, that provision shall, if possible, be construed as though more narrowly drawn, if a narrower construction would avoid such invalidity, illegality, or unenforceability or, if that is not possible, such provision shall, to the extent of such invalidity, illegality, or unenforceability, be severed, and the remaining provisions of this Agreement shall remain in effect. (Remainder of page intentionally left blank)
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July 7, 2026, Item #3
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the date first above written.
CITY OF POWAY
By:-----------
Chris Hazeltine, City Manager
ATTEST:
Carrie Gallagher, City Clerk
APPROVED AS TO FORM:
By:-----------
Alan Fenstermacher, City Attorney
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SHADE STRUCTURE INC. OBA USA SHADE
& FABRIC STRUCUTRES
By:------------
Mario Gomes, Regional Sales
Manager
July 7, 2026, Item #3
"SPECIAL PROVISIONS"
EXHIBIT "A"
A. Scope of Services.
Contractor agrees to provide the services for the Public Facilities Renovation Lake Poway Softball Field Shade Structure Project as required by City, further described in the Agreement, which is included in this document as Attachment 1, and incorporated by reference, as if its contents were fully set forth herein. Contractor shall provide the necessary qualified personnel to perform the services.
8. Compensation and Reimbursement.
City shall pay Contractor a fee in accordance with the Fee Proposals submitted in writing on June 17, 2026, which is included in this document as Attachment 1. Total fee is not to exceed $174,544.39. Contractor's fee shall include, and Contractor shall be responsible for the payment of all federal, state, and local taxes of any kind which are attributable to the compensation received.
In addition to said consulting fee, Contractor shall be reimbursed for all reasonable expenses, including lodging, telephone, and travel (air, auto, rail) necessarily incurred in performance of the services. Contractor shall bill City for such expenses as incurred, referencing this Agreement. All expenses shall be itemized and supported by receipts for amounts in excess of Twenty-Five Dollars ($25.00). Statements for reimbursement of expenses shall be paid within ten (10) days of approval by City. All air travel shall be billed at coach or special fare rates. Reimbursement for lodging is limited to travel from outside of San Diego County. Contractor shall receive prior authorization for air travel and lodging expenses. All other expenses shall be reimbursed in accordance with City's cash disbursement policies in effect at the time incurred.
C. Term of Agreement.
This Agreement shall be effective from the period commencing July 8, 2026, and ending July 7, 2027, unless sooner terminated by City as provided in the section of this Agreement entitled "Termination." Upon expiration or termination of this Agreement, Contractor shall return to City any and all equipment, documents or materials and all copies made thereof which Contractor received from City or produced for City for the purposes of this Agreement.
D. Contractor's Insurance.
1 . Coverages:
Contractor shall obtain and maintain during the life of this Agreement all of the following insurance coverages:
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July 7, 2026, Item #3
(a) Comprehensive General Liability, including premises- operations, products/completed, broad form property damage, and blanket contractual liability with the following coverages: General Liability $1,000,000 Bodily Injury and Property Damage combined each occurrence and $2,000,000 aggregate. (b) Automobile Liability, including owned, hired, and non-owned vehicles: $1,000,000 combined single limit.
(c) Workers' Compensation insurance in statutory amount. All of the endorsements which are required above shall be obtained for the policy of Workers' Compensation insurance.
2. Endorsements:
Endorsements shall be obtained so that each policy contains the following three provisions:
(a) Additional Insured. (Not required for Professional Errors and Omissions Liability Insurance or Workers' Compensation.) "City of Poway and its elected and appointed boards, officers, agents, and employees are additional insureds with respect to this subject project and contract with City."
(b) Notice.
"Said policy shall not terminate, nor shall it be canceled, until thirty (30) days after written notice is given to City."
(c) Primary Coverage.
"The policy provides primary coverage to City and its elected and appointed boards, officers, agents, and employees. It is not secondary or in any way subordinate to any other insurance or coverage maintained by City."
3. Insurance Certificates:
Contractor shall provide City certificates of insurance showing the insurance coverages described in the paragraphs above, in a form and content approved by City, prior to beginning work under this Agreement.
E. Notices.
All notices, billings and payments hereunder shall be in writing and sent to the following addresses:
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July 7, 2026, Item #3
To City:
To Contractor:
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City of Poway
P.O. Box 789
Poway, CA 92074
Shade Structure Inc. dba USA Shade &
Fabric Structures
1085 N. Main Street Suite C
Orange, CA 92867
July 7, 2026, Item #3
ATTACHMENT 1
USASHADE'"
Lake Poway Softball Field
Priced per SOURCEWELL Contract Number 101625-PLP-6
7/7/26
Pricing Valid for 15 Days
r:----.·... 1-,.. • • ,•••.,1 .. ····t ~ -,:· .. 1··-···· .· -.,,, .,_,_ · ., -. -I"! ~'-·r7:,-----....---.. --.-----. --,--~1 ; Project·lnf<irmatioil: ,::r,, ..... ;:: . • ·,·. ·',' :·.', . -• . ; : • . ' ' :· •·' ' :.:...:. ::; Sales.Information:· : .. . .. . •• ': 'l (."__'.:~ .,._f1~-~1i. ~:-~ .... -_ _:~-±.,. :J.i~i'~~:.-..: ...... ....,li.~•..l.:~~-:t..:.'."-,1;.._,t, .. .'_:_ .. ~~.:~.:.---~-• ._Li: ...... -.~ .... ~ .. ~~ :~fr.!.:_:. <J-_·,~:l.:1....1_1!}._~/.~' _ _, __ .. _;:_:::~..::.-:...!~-~_ .. ,, .. _,iJ Purchaser: City Of Poway Contact: Weber, Rob Sales Gomes, Mario Rep:
Project Lake Poway Softball Field Phone: (858) 668-4717 Phone: (619) 838-4489 Name:
Quote No: CA1225MG26274-R0 Email: [email protected] Email: Mario.Gomes@USA- Shade.com
~~.,. ---.---_ .. -·i:,-.,-, .. __ : , ... --~~~-~--.,-.... --·,r-~ T"':"' :..-,~---_ .. --------.J..,-.. -~r.--. .... -~ ,.-_-~-._ ---·_ -.~_ --·--· .. -.,,-.1 ,:;Billing A~dr.ess l_nformati6n:· : ' •• :· :: Shipping Addres$·1nformation: • , f Jol:isite lnformati~n:· ' • 1 1.1.. __ • __ •··♦ r, .. __ •' 0,.-.'..i" '-~M:..:...,.;. • ___ __.__· I L,. ___ ~ ............. i ..-_......:..::__.._,• ~--'-•• _,__ 0 •' •·--•-,,_• 0 _........__,i , __ • ... ~-------•-j O • -::..:i_ ... ~••••-'--4•-4 • ~ Name: City Of Poway
Address:
City:
State:
Zip Code:
Contact: Weber, Rob
Email: [email protected]
Phone: (858) 668-4717
CORPORATE ADDRESS:
2580 Esters Blvd., Suite 100 DFW
Airport, TX 75261
SOUTHERN CALIFORNIA:
1085 N. Main Street, Suite C
Orange, CA 92867
Name: Southern California
Address: 1085 N. Main Street,
Suite C Orange
City: Orange
State: CA
Zip Code: 92867
Contact: Luis Araujo
Email: luis.araujo@usa-
shade.com
Phone: (714) 920-5309
MAILING ADDRESS:
P.O. Box 3467Coppel, TX 75019
ARIZONA:
2415 S. 18th Place
Phoenix, AZ 8S024
Name:
Address:
City:
State:
Zip Code:
Contact:
Email:
Phone:
Lake Poway Softball Field
14644 Lake Poway Road
Poway
CA
92064
Weber, Rob
[email protected]
(858) 668-4717
REMITTANCE ADDRESS:
P.O. Box 734158 Dallas, TX 75373-
4158
LAS VEGAS:
3111 Sa. Valley View Blvd. Suite 8-117
Las Vegas, NV 89102
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.
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www.usa-shade.com 800-966-5005
July 7, 2026, Item #3
USA
SHADE·
-
•
•
Custom
Joined
Canti
Winged
Cable
$72,196
.46
Less
10%
Sourcewell
Discount
<$7
,219.64>
Unit
Subtotal:
$64,976.82
Shipp
ing
and
Handling
:
$8,730.49
Taxable
Subtotal:
$73,707.31
Sales
Tax@
7.75%:
$5,712
.31
Equipment
Installation:
$61,366.99
Site
Preparation:
$8,593.07
Planning
and
Des
ign
Services:
$12,689.25
Engineer
ing:
$6,062
.83
Stamped
Engineering
Drawings:
$3,000
.00
Bonding
:
$3,422
.63
,----,--,--------1
$174,544.39
Included
Sealed
Drawings
&
Calculations
Included
Prevailing
Wage/
Certified
Payroll
Excluded
Permit
Submittal
Excluded
Union
Wages
Excluded
Permit
Fee
Included
Fencing
Excluded
DSA
Submittal
&
Fees
Excluded
Water
and
Electrical
Included
Design
and
Engineering
of
Structure
Excluded
Landscape
Repair
Included
Design
and
Engineering
of
Foundat
ion
Excluded
Demolit
ion
(Existing
Structures)
Excluded
Reactions
and
Loads
for
attachment
to
Walls,
Excluded
Payment
and
Performance
Bonds
Rooftops,
or
Other
Excluded
Foundation
Location
and
Elevat
ion
Survey
Excluded
Special
Inspection
Fees
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34 www.usa-shade
.com
800
-966-5005
July 7, 2026, Item #3
USASHADE•J
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. 18 of34
www.usa-shade.com 800-966-5005
July 7, 2026, Item #3
USASHADE.,.
GENERAL TERMS & CONDITIONS AND WARRANTY
1) Proposal: The above proposal is valid for 15 days from the date first set forth above. After 15 days, we reserve the right to increase prices due to the rise in cost of raw materials, fuel, or other cost increases. When applicable, USA SHADE & Fabric Structures reserves the right to implement a surcharge for significant increases in raw materials, including, but not limited to; fuel, steel, and concrete. Due to the duration of time between proposals, contracts, and final installation, USA SHADE & Fabric Structures reserves the right to implement this surcharge, when applicable.
2) Purchase: By executing this proposal, or submitting a purchase order pursuant to this proposal (which shall incorporate the terms of this agreement specifically by reference) which is accepted by USA SHADE & Fabric Structures (the "Company"), the purchaser identified above ("you" or the "Purchaser") agrees to purchase Shade Structures brand shade structures ("Structures") and the services to be provided by the Company, as detailed in the "Structure Pricing" and "General Scope of Work" sections of this agreement, above, or in the relevant purchase order accepted by the Company, for use by Purchaser or for installation by Company or Purchaser on behalf of a third-party who will be the ultimate owner of the Structures (the ultimate owner of a Structure, whether Purchaser or a third-party, being the "Owner"). 3) Short Ship Claims: Purchaser has 15 days from receipt of the structures to file a short ship report in writing to its sales representative. Company will not honor claims made after this time.
4) 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.
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:
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"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."
www.usa-shade.com 800-966-5005
July 7, 2026, Item #3
USA
SHADE
•o
6)
Insurance
Requirements
: Company
is
not
required
to
provide
any
insurance
coverage
in
excess
of
Company's
standard
insurance.
A
copy
of
theCompany'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
build
ing
department
approval
is
issued,
whichever
occurs
first.
Progress
billing
and
payment
will
be
requ
ired.
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
accordancewith
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}
Return Policy
for
USA
Shade
: At
USA
Shade
, we
strive
to
provide
high-quality
shade
structures
that
are
built
to
order
and
tailored
to
meet
the
unique
needs
of
our
customers
. Due
to
the
nature
of
our
business
and
the
customization
involved,
we
have
implemented
the
following
return
policy:
20 of
34 1.
No
Cancellations
or
Changes:
Once
an
order
has
been
released
for
production
, we
cannot
accept
any
cancellations
or
changes
to
the
order.
It is
crucial
for
customers
to
rev
iew
their
order
details
carefully
before
finalizing
the
purchase
.
2. No
Returns:
Due
to
the
customized
nature
of
our
shade
structures,
we
do
not
accept
returns.
Once
the
order
has
been
delivered
and
installed,
it
is
considered
a final
sale
. We
encourage
customers
to
thoroughly
assess
their
requirements
and
specifications
before
ordering.
3. Product
Quality
Assurance:
We
take
pride
in
deliver
ing
high-quality
shade
structures
that
meet
industry
standards.
Our
products
undergo
rigorous
quality
control
measures
to
ensure
they
meet
or
exceed
customer
expectations.
In
the
www.usa-shade
.com
800-966-5005
July 7, 2026, Item #3
USASHADE.,
unlikely event that there is a manufacturing defect or an issue with the product, please get in touch with our customer service department immediately for assistance.
4. Warranty Coverage: Our shade structures are backed by a warranty against manufacturing defects or material faults. If you encounter any issues the warranty covers, please take a look at our warranty policy for more instructions on how to proceed.
5. Customer Support: We are committed to providing excellent customer service throughout your purchasing journey. If you have any questions or concerns or need help with your order, our dedicated customer support team is here to help. Don't hesitate to contact us via phone, email, or our website's contact form, and we will gladly assist you.
It is essential for customers to understand and acknowledge these terms and conditions before placing an order with USA Shade. Customers agree to abide by this return policy by proceeding with a purchase.
12) Concealed Conditions: "Concealed conditions" include, without limitation, water, gas, sprinkler, electrical and sewage lines, post tension cables, and steel rebar. This agreement is based solely on observations the Company was able to make either by visual inspection or by drawings and/or plans submitted by Owner at the time this agreement was bid. If additional Concealed Conditions are discovered once work has commenced, which were not visible at the time this proposal was bid, Company will stop work and indicate these unforeseen Concealed Conditions to Purchaser or Owner so that Purchaser and Company can execute a Change Order for any additional work. In any event, any damage caused by or to unforeseen Concealed Conditions is the sole responsibility of the Purchaser and Company shall not be held liable for any such damage. Soil conditions are assumed to be soil that does not contain any water, hard rock (such as limestone, caliche, etc.), rocks larger than 4 inches in diameter, or any other condition that will require additional labor, equipment and/or materials not specified by the Purchaser or Owner in the bidding process. Any condition requiring additional labor, equipment, and/or materials to complete the drilling or concrete operations will require a Change Order before Company will complete the process. Price quotes are based on a drilled pier footing. Any variation will incur additional charges (i.e. spread footings, concrete mat, sand, water, landfill, etc.). Costs for footing and installation do not include any allowance for extending below frost lines (the additional costs for which vary by geographical region) 13) Changes in the Work: During the course of this project, Purchaser may order changes in the work (both additions and deletions). Additionally, an approving agency may require changes in the work from the original design or engineering quoted and provided by the Company (both additions and deletions.) The cost of these changes will be determined by the Company, and a Change Order form must be completed and signed by both the Purchaser and the Company, which will detail the "General Scope of the Change Order". Should any Change Order be essential to the completion of the project, and the Purchaser refuses to authorize such Change Order, then Company will be deemed to have performed its part of the project, and the project and services will be terminated. Upon such termination, Company will submit a final billing to Purchaser for payment, less a labor allowance for work not performed but including additional charges incurred due to the stoppage. No credit will be allowed for materials sold and supplied, which will remain the property of the Purchaser. 21 of34
www.usa-shade.com 800-966-5005
July 7, 2026, Item #3
USASHADE.,
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:
22 of 34
• 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.
• 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 www.usa-shade.com 800-966-5005
July 7, 2026, Item #3
23 of34
USASHADE.,
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 [email protected] 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 [email protected]. • 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 ofTexas, 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.
www.usa-shade.com 800-966-5005
July 7, 2026, Item #3
USASHADE'"•
• 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 OFITS 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. 16} Assembly/Installation:
• Company will notify Purchaser of the scheduled assembly date. Owner agrees to have an owner representative meet the assembly crew at the job site on the scheduled assembly date to verify the exact location where the structure(s) is to be placed. • Labor for the removal, assembly, and/or freight charges will only be covered by Company in instances where the structures supplied and installed by Company are determined by the Company to be defective. In all cases where structures are not installed by Company, all labor for the removal, assembly, and/or freight of the structures will be the Purchaser's responsibility.
• Installation prices are based on a single mobilization charge. If additional mobilizations are required, there will be additional charges.
• If the requested services require Company access to Owner's premises, Company will be provided access to the Owner's premises free and clear of debris, automobiles, or other interference Monday~ Friday during the hours of 8:00am to 6:00pm, and Company will have access to water and electrical facilities during installation. Additional charges will apply if utilities are not easily accessible. Where applicable, all vehicles will be moved prior to Company's crew beginning any installation.
• Company will not be responsible for moving or repairing any underground utility lines such as electrical, telephone, gas, water, or sprinkler lines that may be encountered during installation.
• Any additional costs incurred as a result of hard rock conditions requiring extra equipment, utility removal or repair resulting in delay will result in additional charges unless they are 24 of34
www.usa-shade.com 800-966-5005
July 7, 2026, Item #3
USASHADE·~
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 Majeure: 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 25 of 34
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July 7, 2026, Item #3
USASHADE.,
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. 27) Electronic Signatures. Each party agrees that the electronic signatures of the parties to this Agreement, whether digital or encrypted, including but not limited to the use of a typed name, are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including but not limited to typed or email electronic signatures.
PURCHASER:
Signature:
By:
Title:
Date:
NOTE: All purchase orders and contracts should be drafted in the name of Shade Structures, Inc.
26 of 34
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July 7, 2026, Item #3
EXHIBIT "B"
Cal Gov Code§ 7522.56
Deering's California Codes are current through all 1016 chapters of the 2018 Regular Session and the November 6, 2018 Ballot Measures.
Deering's California Codes Annotated> GOVERNMENT CODE> Title 1 General> Division 7 Miscellaneous > Chapter 21 Public Pension and Retirement Plans > Article 4 California Public Employees' Pension Reform Act of 2013
§ 7522.56. Provisions applicable to person receiving pension benefit from public retirement system; Section supersedes conflicting provisions (a)This section shall apply to any person who is receiving a pension benefit from a public retirement system and shall supersede any other provision in conflict with this section.
(b) A retired person shall not serve, be employed by, or be employed through a contract directly by, a public employer in the same public retirement system from which the retiree receives the benefit without reinstatement from retirement, except as permitted by this section.
(c) A person who retires from a public employer may serve without reinstatement from retirement or loss or interruption of benefits provided by the retirement system upon appointment by the appointing power of a public employer either during an emergency to prevent stoppage of public business or because the retired person has skills needed to perform work of limited duration.
(d ) Appointments of the person authorized under this section shall not exceed a total for all employers in that public retirement system of 960 hours or other equivalent limit, in a calendar or fiscal year, depending on the administrator of the system. The rate of pay for the employment shall not be less than the minimum, nor exceed the maximum, paid by the employer to other employees _performing comparable duties, divided by 173.333 to equal an hourly rate. A retired person whose employment without reinstatement is authorized by this section shall acquire no service credit or retirement rights under this section with respect to the employment unless he or she reinstates from retirement. (e)
27 of34
(1 )Notwithstanding subdivision (c), any retired person shall not be eligible to serve or be employed by a public employer if, during the 12-month period prior to an appointment described in this section, the retired person received July 7, 2026, Item #3
any unemployment insurance compensation arising out of prior employment subject to this section with
a public employer. A retiree shall certify in writing to the employer upon accepting an offer of employment that he or she is in compliance with this requirement.
(2)A retired person who accepts an appointment after receiving unemployment insurance compensation as described in this subdivision shall terminate that employment on the last day of the current pay period and shall not be eligible for reappointment subject to this section for a period of 12 months following the last day of employment.
(f)A retired person shall not be eligible to be employed pursuant to this section for a period of 180 days following the date of retirement unless he or she meets one of the following conditions:
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(1 )The employer certifies the nature of the employment and that the appointment is necessary to fill a critically needed position before 180 days have passed and the appointment has been approved by the governing body of the employer in a public meeting. The appointment may not be placed on a consent calendar.
(2)
(A)Except as otherwise provided in this paragraph, for state employees, the state employer certifies the nature of the employment and that the appointment is necessary to fill a critically needed state employment position before 180 days have passed and the appointment has been approved by the Department of Human Resources. The department may establish a process to delegate appointing authority to individual state agencies, but shall audit the process to determine if abuses of the system occur. If necessary, the department may assume an agency's appointing authority for retired workers and may charge the department an appropriate amount for administering that authority.
(B)For legislative employees, the Senate Committee on Rules or the Assembly Rules Committee certifies the nature of the employment and that the appointment is necessary to fill a critically needed position before 180 days have passed and approves the appointment in a public meeting. The appointment may not be placed on a consent calendar. (C)For employees of the California State University, the Trustees of the .
California State University certifies the nature of the employment and that the appointment is necessary to fill a critically needed position before 180 days have passed and approves the appointment in a public meeting. The appointment may not be placed on a consent calendar.
July 7, 2026, Item #3
(3)The retiree is eligible to participate in the Faculty Early Retirement Program pursuant to a collective bargaining agreement with the California State University that existed prior to January 1, 2013, or has been included in subsequent agreements.
(4)The retiree is a public safety officer or firefighter hired to perform a function or functions regularly performed by a public safety officer or firefighter. (g)A retired person who accepted a retirement incentive upon retirement shall not be eligible to be employed pursuant to this section for a period of 180 days following the date of retirement and subdivision (f) shall not apply. (h)This section shall not apply to a person who is retired from the State Teachers' Retirement System, and who is subject to Section 24214, 24214.5 or 26812 ofthe Education Code.
(i)This section shall not apply to (1) a subordinate judicial officer whose position, upon retirement, is converted to a judgeship pursuant to Section 69615, and he or she returns to work in the converted position, and the employer is a trial court, or (2) a retiree of the Judges' Retirement System or the Judges' Retirement System II who is assigned to serve in a court pursuant to Section 68543.5.
History
Added Stats 2012 ch 296 § 15 (AB 340), effective January 1, 2013. Amended Stats 2013 ch 528 § 11 (SB 13), effective October 4, 2013 (ch 528 prevails); ch 76 § 75 (AB 383), effective January 1, 2013; Stats 2014 ch 238 § 1 (AB 2476), effective January 1, 2015.
Annotations
Notes
Amendments:
2013 Amendment:
Substituted (1) "have passed" for "has passed" in the first sentence of subds (f)(I) and (f)(2); (2) "or firefighter hired to perform a function or functions regularly performed by a public safety officer or firefighter" for "of firefighter" in subd (f)(4); and (3) "Judges' Retirement System" for "Judges' Retirement System I" in subd (i).
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July 7, 2026, Item #3
GUARANTY
To the City of Poway, City Council, for:
LAKE POWAY SOFTBALL FIELD SHADE STRUTURE PROJECT
The undersigned guarantees the work included in this project(s).
Should any of the materials or equipment prove defective or should the work as a whole prove defective, due to faulty workmanship, material furnished or methods of installation, or should the work or any part thereof fail to operate properly as originally intended and in accordance with the Plans and Specifications, due to any of the above causes, all within the number of months the site is to be maintained after date on which this Contract is accepted by the City, or the date of recordation of Notice of Completion, whichever is the later, the undersigned agrees to reimburse the City upon demand, for its expenses incurred in restoring said work to the condition contemplated in said project, including the cost of any such equipment or materials replaced and the cost of removing and replacing any other work necessary to make such replacement or repairs, or upon demand by the City, to replace any such material and to repair said work completely without cost to the City so that said work will function successfully as originally contemplated.
The City shall have the unqualified option to make any needed replacements or repairs itself or to have such replacements or repairs done by the undersigned. In the event the City elects to have said work performed by the undersigned, the undersigned agrees that the repairs shall be made and such materials as are necessary shall be furnished and installed within a reasonable time after the receipt of demand from the City. If the undersigned shall fail or refuse to comply with his obligations under this guaranty, the City shall be entitled to all cost and expenses, including attorney's fees, reasonably incurred by reason of the said failure or refusal.
Contractor
Date
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July 7, 2026, Item #3
WORKERS' COMPENSATION INSURANCE CERTIFICATE
Pursuant to Section 1861 of the State Labor Code, each Contractor to whom a public works Contract has been awarded shall sign the following certificate and shall submit same to the City of Poway prior to performing any work on the Contract:
"I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for Workers' Compensation or to undertake self insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work of this Contract." Contractor
By:
Title
Date
Section 3700 of the State Labor Code reads in part as follows:
"Every employer except the State shall secure the payment of compensation in one or more of the following ways:
(a) By being insured against liability to pay compensation by one or more insurers duly authorized to write compensation insurance in this state. (b) By securing from the Director of Industrial Relations a certificate of consent to self insure, either as an individual employer, or as one employer in a group of employers, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self-insure and to pay any compensation that may become due to his employees."
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July 7, 2026, Item #3
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