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PW Purchase Trailer; SprungHigh Performance Building Solutions 9 9 Since 1887 PURCHASE AGREEMENT DATE: March 6, 2017 BETWEEN: THE CITY OF SAN RAFAEL Att: Bill Guerin 1400 5`h Ave. San Rafael, CA 94901 and SPRUNG INSTANT STRUCTURES, INC. ("Buyer") ("Sprung") Buyer agrees to purchase from Sprung the below -described structure (the "Structure") on the following terms: SI T r LOCATION: San Rafael, California SIZE: 40'X 45' Signature Series structure; measured maximum width by maximum length. EXTERIOR Polyurethane coated opaque membrane, with y ight panels ARCI II i ECi URAL MI:MURANE: ❑ Whit /& n / ❑ Granite Grey Initi ACCESSORIES: 1- Hurricane Turbo Ventilator - 24" 1- Graphic Logo at Entrance 2- Engineered Flat Ends each c/w 1 bay of cable bracing 2- Frames for customer supplied 1242 rolling service doors 2- Single Personnel Doors (3'0" x 7'0") in flat end 12- Earth Anchors 12- Interior Suspension Eyenuts Maximum Load 75 LBS - Conduit Holes Set as per diagram provided by Sprung - Engineered Stamped Drawings - Perimeter Flat Bar - All as per drawing H1716 -1321-R4 Sprung Instant Structures Inc - San Francisco, California, USA 1-800-528-9899.415.934-9370 • www.sprung.com 'A-2 -3 Le -3 k 1 - PLFASE NUI F: Although a Sprung Structure can be erected on any reasonably flat surface, even with significant changes in elevation, a Flat End Wall with a Rolling Service Door must be level to allow for proper functioning of the door. Rolling Service Doors: Although the Sprung Structure above can normally be delivered from inventory, the Rolling Service Doors listed generally have a lead time of 4 to 6 weeks and will likely arrive and be installed by a local installer after our consultant has left the site. You will be required to supply a forklift (or hoisting equipment) and a small manlift, to lift the door in place and install. Electrical hookup, if applicable, is not included. For remotes sites, not easily accessible from a major center, the Sprung Technical Consultant will supervise the installation of the Rolling Service Door(s). In these cases, two workmen will be required for approximately two (2) 8 hour working days per door and you will be required to supply the forklift and small manlift for the installation. PURCHASE PRIM F.O.B. Salt Lake City, Utah: $ 85,147.00 Technical Consultant Fees: $ 3.010.00 Sub Total $ 88,157.00 Sales and/or Use tax @ 9% $ 7,934.13 Freight to Buyers Site: $ 2.890.00 Total Purchase Price: S 98.981.13 ')InPPINGAND IAXI•`, All transportation and shipping costs from Salt Lake City, Utah incurred by Sprung to deliver the Structure and all related components and equipment to the location where Buyer will utilize the Structure shall be paid in full by Buyer upon delivery of the Structure to such location. Buyer shall be solely responsible for the payment of all assessments and sales, use, property, excise, privilege, value added and other taxes or other charges or fees now or hereafter imposed by any governmental body or agency relating to this Purchase Agreement and/or the Structure or the use thereof (collectively, "Taxes") and shall indemnify, defend and hold Sprung harmless from and against any and all claims or demands for any Taxes. PAYMEN I I -RMS: 50% shall be paid with order; the balance shall be paid immediately upon receipt of invoice after delivery. If Buyer delays delivery beyond 90 days from execution of this Agreement, Buyer shall pay the entire balance due under this Agreement 91 days after execution of this agreement. Buyer's payment is due upon receipt of invoice. Buyer's obligation to make payment, and otherwise to perform its obligations under this Agreement are and shall be absolute and unconditional and shall not be affected by any circumstances whatsoever, including any right of setoff, counterclaim, recoupment, deduction, defense or other right which Buyer may have against Sprung or anyone else, for any reason whatsoever. Time is of the essence. If any payment or other sum due hereunder is not paid within fifteen (15) days of the due date, Buyer shall pay interest with respect to the amount in arrears for the period such amount remains unpaid at a rate equal to one half percent (1/2%) per month, (six percent (6%) per annum). S I RULTURf Sprung will supply a Technical Consultant on site to provide information about I:I11-C i ION: structure assembly and erection. Sprung will supply hand tools for the Buyer's use, at no charge. Sprung's Technical Consultant is not authorized to perform any other services, other than to provide information about structure assembly and erection. The Buyer alone is responsible for supervision of and safety compliance in connection with workers and others on the site and structure location, assembly, erection, anchorage, and dismantling. The Technical Consultant's travel, accommodations, meals and ground transportation in connection with the Structure erection will be charged to and shall be paid by Buyer at a fixed cost of $3,010.00, state and local sales and/or use taxes extra, as shown under PURCHASE PRICE. Erection equipment and manpower to be obtained by Buyer: a) Scaffolding. b) Appropriate fall protection (body harness and life line). c) Electrical power to site. d) Estimated 5 workmen for approximately 6, 8 hour working days, approximately half of which should be manlift qualified. e) A supervisor with construction experience. There is no charge for the Technical Consultants time for the number of days specified above provided manpower and equipment levels are also met. If Buyer chooses to use less manpower or equipment to erect the structure, this will extend the number of days for erection. The extra charge for the Technical Consultants time, meals, accommodation, and ground transportation will be $945.00 for each day over and above the time allowance above. PICKER Sprung requests that the Buyer obtain a picker with operator and rigger to assist in raising the free span aluminum beams. It will be needed for approximately 3 hours. OVL'ItrIME: The Sprung Technical Consultant is supplied for an 8 hour day, 5 days per week. Any request for overtime must be agreed to in writing by Buyer prior to overtime taking place and will be charged to the Buyer at the rate of $40 per hour. I tia A ANCI 1011AGE: Since earth anchors have been specified to be used as anchorage in connection with the drift pin system, the soil capacity for these earth anchors must be reviewed and approved by Lessee's local engineer. In order to optimize the erection time line for the Structures, earth anchors should be installed by Lessee prior to commencement of the erection of the structures. A detailed drawing will be provided by Lessor showing anchor locations. INTERIOR I1ANGiNG Sprung Instant Structures offers a large selection of brackets and hangers DETAII s: which can be utilized for the hanging of lighting, HVAC and any other items that may need to be suspended from the interior of the structure. The type and size in each case will depend on weight and proposed position. The Sprung Structure is designed to carry a 2 psf uniformly distributed utility load. Care must be taken in placing hanging brackets on the structure to ensure equal loading. All the utility loads on the structure should be reviewed by an engineer prior to the installation of the brackets. I:F) i IMATfD SI IIP1111\16 To be confirmed on receipt of order. DA i I:: DELIVERY: Sprung will arrange, on behalf of Buyer, delivery of this structure by commercial carrier to Buyer's site in San Rafael, CA at a fixed cost of $2,890.00, state and local sales and/or use taxes extra, as shown under PURCHASE PRICE. NON-PAYMENT / If Buyer shall fail to make any payment required hereunder as and when due, 11REACI I or upon the occurrence of any other failure by Buyer to perform its obligations under this Agreement as and when required, Sprung shall give Buyer written notice of such failure. If such failure to pay or perform is not fully cured within fifteen (15) calendar days from transmittal of such notice, Buyer hereby Irrevocably authorizes Sprung to enter onto Buyer's premises at any time, without hindrance, for the purposes of dismantling and removing the Structure, and Buyer shall be responsible for all costs incurred by Sprung. Buyer has the option to dismantle the Structure and deliver same to Sprung in Salt Lake City. The remedies reserved herein shall be in addition to and not in limitation of any and all other rights remedies available to Sprung under this Agreement and/or applicable law, including each and all of the rights and remedies available under the California Commercial Code. GUARANTEE: Guarantee Certificate number GO -500 is hereby incorporated into the Purchase Agreement. Ila I1I:I2MITS AND Buyer hereby unconditionally and irrevocably acknowledges and agrees that LICENSE'S: Buyer shall be solely responsible for obtaining all required permits, licenses or clearances of any type for erection and use of the Structure. Standard pre-engineered drawings are available upon request at no cost to Buyer. IDEMNrrY of Buyer hereby agrees to and shall indemnify, defend and hold Sprung and all of 5I1I1IJNG: Sprung's officers, directors, shareholders, agents, employees, and their respective successors, heirs and assigns (collectively referred to hereinafter as the "Indemnitees") harmless from and against any and all claims, obligations, liabilities, causes of action, damages, costs and expenses which arise from or in respect of the use, operation, assembly, erection, dismantling, occupancy, maintenance, or ownership of goods supplied to Buyer by Sprung (collectively a "Claim" or the "Claims"). If a Claim is asserted against or incurred by the Indemnitees, Buyer shall promptly reimburse the Indemnitees for any loss, liability, expense or cost incurred in connection therewith, and Buyer shall Immediately assume and conduct, at Buyer's sole cost and expense, the defense of the Indemnitees against any and all such Claims. Buyer agrees to consult with and obtain advice from the Indemnitees on a regular basis and to employ counsel approved by the Indemnitees. The Indemnitees shall also have the right, at their sole option, to participate with Buyer in the defense of any Claim, and if the Indemnitees shall determine that Buyer has failed to conduct, or is improperly conducting such defense, the Indemnitees may, at their sole option, assume control of such defense, and, in that event, shall have the right to employ counsel of their own choosing in connection with any such defense, and any and all expenses and costs (including attorney's fees) thereby incurred by the Indemnitees shall be promptly reimbursed by Buyer upon demand therefor. The obligations of Buyer to indemnify the Indemnitees under this Agreement are continuing obligations which shall not terminate until all Claims have been indefeasibly paid in full by Buyer or, if Buyer has contested any Claim, a court of competent jurisdiction has rendered a final judgment in favor of Buyer from which no appeal can be taken. INIMHAM I : Until such time as (i) Buyer shall have paid the entire Purchase Price for the Structure to Sprung, and (ii) the erection and assembly of the Structure shall have been completed, Buyer shall obtain and keep in force a General Liability Policy of Insurance protecting Buyer and Sprung against claims for bodily injury, personal injury and property damage based upon or arising out of the ownership, possession, use, storage, assembly, erection, anchorage, dismantling, occupancy or maintenance of the "Structure" and all areas appurtenant thereto. Ini � / Until such time as (i) Buyer shall have paid the entire Purchase Price for the Structure to Sprung, and (ii) the erection and assembly of the Structure shall have been completed, Buyer shall obtain and keep in force a policy or policies In the name of Sprung, with loss payable to Sprung insuring loss or damage to the Structure and the tools provided by Sprung for erection of the Structure. The amount of such insurance shall be equal to the sum of (a) the greater of the Purchase Price for the Structure or the full replacement cost of the Structure and (b) the full replacement cost of the tools provided. Such policy or policies shall insure against all risks of direct physical loss or damage (including, but not limited to, to the perils of flood, hurricanes and/or tornado's), including coverage for debris removal as the result of a covered loss. Said policy or policies shall also contain an agreed valuation provision in lieu of any coinsurance clause, and a waiver of subrogation. SNOW I OAI): The Structure is designed to shed snow. In the event that the structure is to be erected in a heavy snow fall area the Buyer will be responsible for keeping the sides of the structure clear to permit the shedding action to take place. AI I ORNIN'S I'I:I:S: If either Buyer or Sprung engages the services of any attorney to enforce or interpret any of the provisions of this Purchase Agreement, the prevailing party shall be entitled to receive, in addition to any other award of the Court, reasonable attorney's fees and costs as awarded by the Court. IWSPON51I311 ITY r oR Although specialized hand tools are supplied for your use at no charge, you are '1001 S: responsible for such tools and their security at your site until picked up by Sprung following completion of the erection of the structure. Buyer shall pay the full replacement cost of any tools that are lost, stolen or damaged. RI -STOCKING: Should Buyer seek to cancel this Agreement after manufacture has begun and should Sprung consent to such cancellation a charge of $51,658.00 state and local sales and/or use taxes extra, for mobilization, restocking and custom items shall be paid by Buyer. If the Structure has been shipped, Buyer must also pay Sprung the cost of shipping the Structure and the return freight as provided in the above provisions. COON ITRIJAR I S: This Agreement may be executed by the parties in separate counterparts via facsimile or email, each of which shall be deemed an original and both of which together shall be deemed to be one and the same instrument. ENTIRE A(;RFFm NT: This Agreement shall constitute the entire agreement between Sprung and the Buyer and neither party makes any representations, guarantees, undertakings, promises or warranties with respect to the matters contained herein, either expressed or implied, except those which are set forth herein or attached. WAIVER: Sprung and Buyer hereby waive trial by jury in any action or proceeding to which Buyer and/or Sprung may be parties arising out of or in any way pertaining to this agreement. NO ICL",: All Notices hereunder shall be in writing, personally delivered, delivered by overnight courier service, sent by facsimile transmission (with confirmation of receipt), or sent by certified mail, return receipt requested, addressed to the other party at its respective address stated below the signature of such party or at such other address as such party shall from time to time designate in writing to the other party; and shall be effective from the date of receipt. W VrIMING I AW This Agreement shall in all respects be governed by, and construed in IUIiI,1I)ICIION: accordance with the internal laws of the State of California (without regard to any conflict of laws principles), including all matters of construction, validity and performance, regardless of the location of the Structure. Buyer agrees that any action or proceeding arising out of or relating to this Agreement may be commenced by Sprung in any state or Federal court in the State of California, and agree that a summons and complaint commencing an action or proceeding in any such court shall be properly served and shall confer personal jurisdiction upon Buyer if served personally or by certified mail to Buyer at the mailing address below Buyer's signature or as otherwise provided under the laws of the State of California. A(c i i) I rD BY: THE CITY OF SAN RAFAEL SPRUNG INSTANT U URES, INC. 1400 51h Ave. 5711 West Da n , San Rafael, CA 94901 West Jordan, J 84 1 Per: & Per: Print Name: Title: V�Q-S Per: Dated 1 g 1 �` ► Dated: