HomeMy WebLinkAbout24-209 Resolution No. 24-209
RESOLUTION
AUTHORIZING THE EXECUTION OF A PURCHASE AGREEMENT WITH HOLIDAY
OUTDOOR DECOR FOR PROCUREMENT AND INSTALLATION OF SPRING STREET
FESTOON LIGHTING
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS,
that pursuant to Elgin Municipal Code Section 5.02.020B(9)the City Council hereby finds that an
exception to the requirements of the procurement ordinance is necessary and in the best interest of
the city; and
BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,
ILLINOIS,that Richard G. Kozal, City Manager, and Kimberly A. Dewis, City Clerk,be and are
hereby authorized and directed to execute a Purchase Agreement on behalf of the City of Elgin
with Holiday Outdoor Decor, for procurement and installation of Spring Street festoon lighting, a
copy of which is attached hereto and made a part hereof by reference.
s/David J. Kaptain
David J. Kaptain, Mayor
Presented: September 11, 2024
Adopted: September 11, 2024
Vote: Yeas: 9 Nays: 0
Attest:
s/Kimberly Dewis
Kimberly Dewis, City Clerk
PURCHASE AGREEMENT
THIS AGREEMENT is hereby made and entered into this _11 day of
September 2024, by and between the City of Elgin, Illinois, a municipal corporation
(hereinafter referred to as "City") and Holiday Outdoor Decor, a Pennsylvania company doing
business in Illinois (hereinafter referred to as "Seller").
NOW, THEREFORE, for and in consideration of the mutual promises and covenants
contained herein, the sufficiency of which is hereby mutually acknowledged, the Parties hereto
hereby agree as follows:
1. PURCHASE. City shall purchase and Seller shall sell and install the goods and/
or services to the City as described in the seventeen (17) page proposal, dated September
5, 2024, attached hereto and made a part hereof as Attachment A.
2. J'RMS. This Agreement shall be subject to the terms and conditions contained
herein and as provided by Attachment A,which is attached hereto and made a part hereof.
In the event of any conflict between any of the terms and provisions this Agreement and
Attachment A, the terms and provisions of this Agreement shall supersede and control.
3 JAW/VENUE. This Agreement is subject to and governed by the laws of the
State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights
arising out of or in connection with this Agreement shall be the Circuit Court of Kane
County, Illinois. Seller hereby irrevocably consents to the jurisdiction of the Circuit Court
of Kane County, Illinois for the enforcement of any rights, the resolution of any disputes
and/or for the purposes of any lawsuit brought pursuant to this Agreement or the subject
matter hereof, and Seller agrees that service by first class U.S. mail to Holiday Outdoor
Decor, P.O. Box 4365, Bethlehem, Pennsylvania 18018 or by e-mail to
rtweedy@holIdayoutdoordecor.com shall constitute effective service. The Parties hereto
waive any rights to a jury.
4 ISO MODIFICATION 'There shall be no modification of this Agreement,
except in a writing instrument executed by both Parties with the same formalities as the
original Agreement.
5 MERGER This Agreement embodies the whole Agreement of the Parties.
There are no promises, terms, conditions or obligations other than those contained herein,
and this Agreement shall supersede all previous communications, representations or
Agreements, either verbal, written or implied between the Parties hereto.
6. INTEREST. Seller hereby waives any and all claims or lights to interest on
money claimed to be due pursuant to this Agreement, and waives any and all such rights
to interest to which it may otherwise be entitled pursuant to law, including, but not
limited to, pursuant to the Local Government Prompt Payment Act (50 ILCS 505/1, et
seq.), as amended, or the Illinois Interest Act(815 ILCS 205/1,et seq.), as amended. The
provisions of this paragraph shall survive any expiration, completion and/or termination
of this Agreement.
7. SEYERA$ILITY. The terms of this Agreement shall be severable. In the event
any of the terms or the provisions of this Agreement are deemed to be void or otherwise
unenforceable for any reason, the remainder of this Agreement shall remain in full force
and effect.
8. COMPLIANCE WITH LAW. Notwithstanding any other provision of this
Agreement, it is expressly agreed and understood that in connection with the performance
of this Agreement, Seller shall comply with all applicable federal, state, city and other
requirements of law, including, but not limited to, any applicable requirements regarding
prevailing wages, minimum wage, workplace safety, nondiscrimination and legal status of
employees.
9. COUNTERPARTS AND EXECUTION. This Agreement may be executed in
counterparts, each of which shall be an original and all of which shall constitute one and
the same Agreement. This Agreement may be executed electronically, and any signed
copy of this Agreement transmitted by facsimile machine, email, or other electronic
means shall be treated in all manners and respects as an original document. The signature
of any party on a copy of this Agreement transmitted by facsimile machine, email, or
other electronic means shall be considered for these purposes an original signature and
shall have the same legal effect as an original signature.
10. PAYMENT. City shall pay the total sum of Thirty Three Thousand Eight
Hundred Sixty Four Dollars and Fifteen Cents ($33,864.15) within thirty (30) days of
delivery and installation or City's receipt of invoice, whichever is later. The
aforementioned total sum is inclusive of all freight and shipping costs. The City of Elgin
is a tax-exempt governmental entity.
11. LIMITATION OF DAMAGES. In no event shall City be liable for any
monetary damages in excess of the purchase price contemplated by this Agreement. In
no event shall City be liable for any consequential, special or punitive damages, or any
damages resulting from loss of profit.
12. TRANSFER OF TITLE/RISK. Transfer of title, and risk of loss shall pass to
the City upon delivery and installation of the goods.
13. JNDEMNIFICATION. To the fullest extent permitted by law, Seller agrees to
and shall indemnify, and hold harmless the City, its officers, employees, boards and
2
commissions from and against any and all claims, suits, judgments, costs, attorney's fees,
damages or any and all other relief or liability arising out of or resulting from or through
or alleged to arise out of any acts or negligent acts or omissions of Seller or Seller's
officers, employees, agents or subcontractors in the performance of this Agreement,
including but not limited to, all goods delivered or services or work performed hereunder.
In the event of any action against the City, its officers, employees, agents, boards or
commissions covered by the foregoing duty to indemnify and hold harmless, such action
shall be defended by legal counsel of the City's choosing.
14. INSURANCE.
•
The Seller shall provide, maintain, and pay for during the term of this Agreement the
following types and amounts of insurance:
A Comprehensive Liability. The Seller shall provide, pay for and maintain in effect,
during the term of this Agreement, a policy of comprehensive general liability
insurance written in occurrence form with limits of at least $1,000,000 aggregate for
bodily injury and $1,000,000 aggregate for property damage.
The Seller shall deliver to the City a Certification of Insurance naming the CITY OF
ELGIN AS ADDITIONAL INSURED. The policy shall not be modified or
terminated without thirty (30)days prior written notice to the City.
The Certificate of Insurance which shall include Contractual obligation assumed by
the Seller under Article X entitled"Indemnification" shall be provided.
This insurance shall apply as primary insurance with respect to any other insurance or
self-insurance programs afforded to the City. There shall be no endorsement or
modification of this insurance to make it excess over other available insurance,
alternatively, if the insurance states that it is excess or prorate, it shall be endorsed to
be primary with respect to the City.
B. Comprehensive Automobile Liability. Comprehensive Automobile Liability
Insurance written in occurrence form covering all owned, non-owned and hired motor
vehicles with limits of not less than $500,000 per occurrence for damage to property.
3
C Combined Single Limit Policy. The requirements for insurance coverage for the
general liability and auto exposures may be met with a combined single limit of
$1,000,000 per occurrence subject to a $1,000,000 aggregate
D Professional Liability. The Seller shall carry Professional Liability Insurance
covering claims resulting from error, omissions or negligent acts with a combined
single limit of not less than $1,000,000 per occurrence. A Certificate of Insurance
shall be submitted to the City as evidence of insurance protection. The policy shall
not be modified or terminated without thirty (30) days prior written notice to the City
15. WARRANTY. All applicable warranties, including but not limited to any and all
applicable manufacturer's warranties, warranties of merchantability, and warranties of
fitness for a particular purpose, are included as part of this Agreement, and shall apply to
all goods, accessories, components, and services to the benefit of the City, except that
such warranties shall apply only to those goods, accessories, components and services
provided by Seller as specified in Attachment A.
16. RELATIONSHIP BETWEEN THE PARTIES. This Agreement shall not be
construed so as to create a joint venture, partnership, employment or other agency
relationship between the Parties hereto.
17. WAIVER. Neither party hereto shall be responsible for any consequential,
indirect, punitive or incidental damages for any reason whatsoever. Any delay or failure
to enforce any rights by either party arising out of or pursuant to this Agreement shall not
constitute, and shall not be construed as, a waiver of any such rights.
18. LIMITATION OF ACTIONS. The Parties hereto agree that any action by the
Seller arising out of this Agreement must be filed within one year of the date the alleged
cause of action arose or the same will be time-barred.
19. TIME IS OF THE ESSENCE. Time is of the essence of this Agreement.
20. PREVAILING WAGE. This Agreement calls for the construction of a "public
work" within the meaning of the Illinois Prevailing Wage Act, 820 ILCS 130/01, et seq.,
as amended. The Prevailing Wage Act requires contractors and subcontractors to pay
laborers, workers, and mechanics performing services on public works projects no less
than the current "prevailing rate of wages" (hourly cash wages plus amount for fringe
benefits) in the county where the work is performed The Illinois Department of Labor
publishes the prevailing wage rates on its website at http.//labor Illinois.go\ The Illinois
Department of Labor revises the prevailing wage rates and the contractor/subcontractor
has an obligation to check the Illinois Department of Labor's website for revisions to
4
prevailing wage rates. For information regarding current prevailing wage rates, please
refer to the Illinois Department of Labor's website. All contractors and subcontractors
rendering services under this Agreement must comply with all requirements of the
Prevailing Wage Act, including but not limited to, all wage requirements and notice and
record keeping duties.
21. NONDISCRIMINATION The Seller will not discriminate against any
employee or applicant for employment because of race, color, religion, sex, national
origin, age, ancestry, order of protection status, familial status, marital status, physical or
mental disability, military status, sexual orientation, or unfavorable discharge from
military service which would not interfere with the efficient performance of the job in
question. The Seller will take affirmative action to comply with the provisions of Elgin
Municipal Code Section 5.02.040 and will require any subcontractor to submit to the City
a written commitment to comply with those provisions. The Seller will distribute copies
of this commitment to all persons who participate in recruitment, screening, referral and
selection of job applicants, prospective job applicants, and subcontractors.
SIGNATURE PAGE FOLLOWS
The persons signing this Agreement certifies that s/he has been authorized by the Seller to
commit the Seller contractually and has been authorized to execute this Agreement on its behalf.
IN WITNESS WHEREOF, the Parties have hereto set their hands the day and year first above
written.
5
HOLIDAY OUTDOOR DECOR CT GIN
oniA, Poraiski.
Print Richard G. Kozal,City Manager
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Attest:
Signature Aaee0
City Clerk
Title
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16.
HOLIDAY
OUTDOOR DECOR
•
•
2024
Holiday
Proposal ;' .
- -
Date 2024-09-05
Prepared for
Aaron Neal ELGIN, CITY OF (IL) Billing Information -
Billing Address: III
ELGIN, CITY OF (IL)
Ship to Information Nig
1900 Holmes Road
Shipping Contact: Elgin Illinois, 60123
Aaron Nea1847-931-6099 United States
Shipping Address: too
1900 Holmes Road
ElginIllinois, 60123
United States
•
•
Created by
Robb Tweedy Holiday Outdoor Decor
Quote#00019001
The Holiday Outdoor Decor Difference
V/H ? We are the nation's largest
�'.,. commercial holiday display company,
with 100+ years of experience.
• = sfr.' • GLOBAL DESIGN
"; .-; We searched the globe to make the best options available to you.
1' ' • • " '.4-:•,44 c. Our new Designer Series is inspired by eco-friendly creations
"- • - from all over the globe,yet sourced and made in the USA.
•
"., - __\'' °��` ' '• '4. ., „:. - From complex installations to cutting-edge technology,we pride
i* , '� * • ourselves on being the market leader for your holiday decor needs.
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Christmas Seasonal Trees Smart Custom Banners/
Decorations Decorations Lighting Displays Flags
Traditional Spring/Summer Panel Trees Tunnels Ground Displays Seasonal
Designer Halloween Branch Trees Curtains Pole Decor Hometown Hero
Fiber lass Other Holidays Tree Smart t Trees s & Smart Trees Photo Ops USA & State
g Photo Ops Toppers & Much More! Military
LOCALLY SOURCED
Both our Traditional and Designer Series decorations are made right here in the
United States.We work hard to keep American workers busy bringing joy to your - ,
communities! 3 • IIIIIIIr
Adding a few pieces to your existing display or looking to re-imagine your landscape?
Our team of Design Consultants are here to guide you on the path to peak festivity. ' - ~•'-
ENVIRONMENTALLY FRIENDLY .
.
We are committed to being good stewards of our environment.We highly recommend y la
our LED products for their long life and lower energy consumption,two key factors
that reduce our carbon footprint. - - ` •�;,,,' .``•'�
.Even better, our Designer Series is made with recycled materials and compostable r
sugar cane.Ask you Design Consultant how our decorations are helping to keep -
plastic out of the environment. -
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Your Holiday Event Steps for Success
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Warranty & Installation Information
`. We take great care to ensure that
your product is free of defects. It is
our practice to provide quality
i products that, with proper care, will
last for many years.
,,
View our warranty policy online
here
Your Holiday Outdoor Decor Package
We're pleased to present you with this proposal, based on your requested products. Check out the
following page for more inspiration and product ideas to WOW!
Product Code Product Name Unit Price Quantity Subtotal
LMB-24S-B-330I 330 ft Suspended Sockets, 24"oc $650.00 6 $3,900.00
LMB-24S-B-100I 100 ft Suspended Sockets, 24 oc- Black cord $165.00 1 $165.00
LB-S14UF-WW- S14 LED U Shape Flexible Filament Bulb - Box of 6 $19.95 167 $3,331.65
PC-6
AH-CC-B110L 110' spool kit, catenary cable powder coated black $96.00 19 $1,824.00
w/2-Heavy Duty Cable Locks
AH-EC End Caps $1.50 29 $43.50
SHIPPING SHIPPING $1,100.00 1 $1,100.00
Total $10,364.15
Item Level Details
Product Code Product Description Additional Description Details
LMB-24S-B-330I 330 ft Suspended Sockets, 24"oc, 165 medium base (E26)
sockets
LMB-24S-B-1001 100 ft Suspended Sockets, 24 oc- Black cord
LB-S14UF-WW- S14 LED U Shape Flexible Filament Bulb- Pro Christmas -
PC-6 2600 Warm White E26 Base - Box of 6
AH-CC-B110L 110' spool kit, 1/3" (3mm) catenary cable powder coated
black w/2-Heavy Duty Cable Locks and Release Key -
3301bs rating
AH-EC End Caps for Pavilion Lighting
SHIPPING
ACCEPTANCE
Is your organization Tax Exempt? Q Yes
Q No
Holiday Outdoor Decor ELGIN, CITY OF (IL)
Robb Tweedy Aaron Neal
By signing,you are agreeing to our Terms&Conditions,you can view full Terms and Conditions below.
GENERAL TERMS and CONDITIONS
FOR PRODUCTS AND SERVICES
These GENERAL TERMS AND CONDITIONS FOR PURCHASE OF PRODUCTS AND
SERVICES ("Terms") govern all purchases of products or services (hereinafter referred to as
the "Work") by Purchaser("Purchaser") from RILEIGHS OUTDOOR DECOR ("Rileighs`).
1 ARnlicability. The accompanying Proposal (the "Proposal") and these Terms (the
Proposal and the Terms collectively referred to as this "Agreement') comprise the
entire agreement between the parties, and supersede all pnor or contemporaneous
understandings, agreements, negotiations, representations and warranties, and
communications, both written and oral. In the event of any conflict between these
Terms and the Proposal, these Terms shall govern. These Terms prevail over any of
Purchaser's general terms and conditions regardless whether or when Purchaser has
submitted its request for proposal, order, or such terms. Provision of services to
Purchaser does not constitute acceptance of any of Purchaser's terms and conditions
and does not serve to modify or amend these Terms.
2. Work. Rileighs shall provide the Work to Purchaser as described in the Proposal, in
accordance with these Terms.
3. Performance Dates. Rileighs shall use reasonable efforts to meet any performance
dates specified in the Proposal, and any such dates shall be estimates only.
4 Purchaser's Obligations. Purchaser shall:
a. cooperate with Rileighs in all matters relating to the Work and provide such
access to Purchaser's premises, and such office accommodation and other
facilities as may reasonably be requested by Rileighs, for the purposes of
performing the Work;
b. respond promptly to any Rileighs request to provide direction, information,
approvals, authorizations or decisions that are reasonably necessary for
Rileighs to perform the Work in accordance with the requirements of this
Agreement;
c. provide such Purchaser materials or information as Rileighs may reasonably
request to carry out the Work in a timely manner and ensure that such
Purchaser materials or information are complete and accurate in all material
respects; and
d. obtain and maintain all necessary licenses and consents and comply with all
applicable laws in relation to the Work before the date on which the Work is to
start.
5. Purchaser's Acts or Omissions. If Rileighs' performance of its obligations under this
Agreement is prevented or delayed by any act or omission of Purchaser or its agents,
subcontractors, consultants or employees, Rileighs shall not be deemed in breach of
its obligations under this Agreement or otherwise liable for any costs, charges or losses
sustained or incurred by Purchaser, in each case, to the extent arising directly or
indirectly from such prevention or delay.
6. Change Orders.
a. If either party wishes to change the scope or performance of the Services, it
shall submit details of the requested change to the other party in writing.
Rileighs shall, within a reasonable time after such request, provide a written
estimate to Purchaser of:
I. the likely time required to implement the change;
II. any necessary variations to the fees and other charges for the Services
arising from the change;
III. the likely effect of the change on the Services; and
IV. any other impact the change might have on the performance of this
Agreement.
b. Promptly after receipt of the written estimate, the parties shall negotiate and
agree in writing on the terms of such change (a "Change Order"). Neither party
shall be bound by any Change Order unless mutually agreed upon in writing.
c. Notwithstanding Section 6(a) and Section 6(b), Rileighs may, from time to time
change the Services without the consent of Purchaser provided that such
changes do not materially affect the nature or scope of the Services, or the fees
or any performance dates set forth in the Order Confirmation.
7. Independent Contractor. Rileighs shall be considered an independent contractor in its
performance of the Work and responsible for all acts or omissions (negligent or
otherwise) of its agents, employees and subcontractors. Rileighs alone shall be liable
and responsible for the manner and methods by which the Work is performed and for
materials, work force and equipment supplied in connection therewith, irrespective of
whether or not any changes are made because of any comments received from
purchaser. Nothing in the Agreement or in the performance of the Work shall be
construed to create a partnership, joint venture or other joint business arrangement
between purchaser and Rileighs.
8. Non-Exclusivity. The Agreement is not exclusive, and Purchaser may, at its sole
discretion, contract with others to perform such Work as is herein contemplated, or
may perform such Work with its own forces.
9. Force Majeure. Neither party shall be liable to the other for failure to perform or for
delay in performance due to unforeseen causes beyond its reasonable control, and
such causes are without the failure or negligence of the affected party. Such
unforeseen causes include, but are not limited to, acts of God, fire, flood, epidemic,
strike, work stoppage or other labor difficulty, acts of governmental authority, federal,
state, or local laws, orders or regulations, embargo, war, terrorist act, riot, civil
commotion and/or insurrection, or by any other event or circumstance of whatsoever
kind or nature not within the control of the affected party which, by exercise of
reasonable diligence such party is unable to prevent, whether or not similar or
dissimilar to any of the foregoing class of events or circumstances ("Force Majeure
Event"). For the avoidance of doubt, economic hardship of an affected party shall not
be considered a Force Majeure Event.
10. Waiver. No waiver by Rileighs of any of the provisions of this Agreement is effective
unless explicitly set forth in writing and signed by Rileighs. No failure to exercise, or
delay in exercising, any rights, remedy, power or privilege arising from this Agreement
operates or may be construed as a waiver thereof. No single or partial exercise of any
right, remedy, power or privilege hereunder precludes any other or further exercise
thereof or the exercise of any other right, remedy, power or privilege.
11. Assignment. Purchaser shall not assign any of its rights or delegate any of its
obligations under this Agreement without the prior written consent of Rileighs. Any
purported assignment or delegation in violation of this Section is null and void. No
assignment or delegation relieves Purchaser of any of its obligations under this
Agreement.
12. severability.. If any term or provision of this Agreement is invalid, illegal or
unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not
affect any other term or provision of this Agreement or invalidate or render
unenforceable such term or provision in any other jurisdiction.
13. Amendment and Modification. This Agreement may only be amended or modified in a
writing which specifically states that it amends this Agreement and is signed by an
authorized representative of each party.
Opportunities for more WOW
SUMMER/SPRING LINE �? �,
For customers seeking the biggest smiles, we're �.746► • 1
proud to offer our Summer & Spring line of products. Ir(44 ,, �<+1J
Products within our Summer& Spring line ;� `'•' _ ~-�
feature European design and eco-friendly �, _"�_ `' - • ,,
construction, all at competitive prices. -'---, _ ST,
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HOLIDAY
DOOR [
•
2024
Holiday
sr
Proposa
Date 2024-09-05
Prepared for
Aaron Neal ELGIN, CITY OF (IL) Billing Information -
Billing Address:
Ship to Information ELGIN, CITY OF (IL)
1900 Holmes Road
Shipping Contact: Elgin Illinois, 60123
Aaron NeaI847-931-6099 United States *� Aeltalkiatt f4 . As.
Shipping Address:
1900 Holmes Road
Elginlllinois, 60123
United States
Created by
Robb Tweedy Holiday Outdoor Decor
Quote#00019002
The Holiday Outdoor Decor Difference
lik. WHO? We are the nation's largest
*..`� commercial holiday display company,
- - 0 - ^� with 100+ years of experience.
- it •• ,-.•� • _•,` �' I ;
4''' '�'' •
'r WHAT? GLOBAL DESIGN
• • •,�",. Mii Alit We searched the globe to make the best options available to you.
- <z�.''.. .. t. Our new Designer Series is inspired by eco-friendly creations
,_, � - - - from all over the globe,yet sourced and made in the USA.
- ` r '' •
_~ . . • — - -. From complex installations to cutting-edge we pride
.r 2 o co ptechnology,
it ' 4. •._ ourselves on being the market leader for your holiday decor needs.
11) _— — 111,141:1 A _ 101 _ _ /* _ 1 _
vie 1- T
Christmas Seasonal Trees Smart Custom Banners/
Decorations Decorations Lighting Displays Flags
Traditional Spring/Summer Panel Trees Tunnels Ground Displays Seasonal
Designer Halloween Branch Trees Curtains Pole Decor Hometown Hero
Fiber lass Other Holidays Tee St Trees s & Smart Trees Photo Ops USA& State
g Photo Ops Toppers & Much More! Military
LOCALLY SOURCED
Both our Traditional and Designer Series decorations are made right here in the
United States.We work hard to keep American workers busy bringing joy to your
communities! 'i'. ' - ,
Adding a few pieces to your existing display or looking to re-imagine your landscape? x
Our team of Design Consultants are here to guide you on the path to peak festivity. q-�,\,r.���y�X;w,.���4 3 I
ENVIRONMENTALLY FRIENDLY ' 4 111-.: Ars
We are committed to being good stewards of our environment. We highly recommend • �-- '�
our LED products for their long life and lower energy consumption,two key factors _ emu -.— -
that reduce our carbon footprint.
Even better, our Designer Series is made with recycled materials and compostable • •0
sugar cane. Ask you Design Consultant how our decorations are helping to keep -r 41
plastic out of the environment. 11
Your Holiday Event Steps for Success
v
S. . 04 11
�, t BUY EARLY, SAVE MORE
` If you're looking to save on our
� e products, the early bird catches the
V , ,yi . - -s'• discounts!
` ATM, r
-
,•Y. ,, . - Speak to your design consultant
-.::a!' r-; -. • .•, •
-, - �� .. about seasonal discounts.
.; ; o" • * = -� �, _ *Some exclusions apply
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av
•!ti Y14
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.. 0::, • Videos & Testimonials
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'4's: iNIC. : Watch installation videos &
_ _`. ' customer testimonials on our
'- _ YouTube Channel
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_a 11
Warranty & Installation Information
We take great care to ensure that
your product is free of defects. It is
our practice to provide quality
.# products that, with proper care, will
last for many years.
View our warranty policy online
here
Your Holiday Outdoor Decor Package
We're pleased to present you with this proposal, based on your requested products. Check out the
following page for more inspiration and product ideas to WOW!
Product Code Product Name Unit Puce Quantity Subtotal
INSTALLATION White Glove Premium Package $23,500.00 1 $23,500.00
Total $23,500.00
item Level Details
Product Code Product Description Additional Description Details
INSTALLATION Labor& Equipment- Installation, Removal, Storage & la`.tafl it'on of 2OOC of -Ancl of<,
Maintenance he�r ct<tll�?rt her r:uctnme
ACCEPTANCE
Is your organization Tax Exempt? 0 Yes
Q No
Holiday Outdoor Decor ELGIN, CITY OF (IL)
Robb Tweedy Aaron Neal
By signing,you are agreeing to our Terms& Conditions listed below.
GENERAL TERMS and CONDITIONS
FOR PRODUCTS AND SERVICES
These GENERAL TERMS AND CONDITIONS FOR PURCHASE OF PRODUCTS AND
SERVICES ("Terms") govern all purchases of products or services (hereinafter referred to as
the "Work") by Purchaser ("Purchaser") from RILEIGHS OUTDOOR DECOR ("Rileighs").
ARplicability.. The accompanying Proposal (the "Proposal") and these Terms (the
Proposal and the Terms collectively referred to as this "Agreement") comprise the
entire agreement between the parties, and supersede all prior or contemporaneous
understandings, agreements, negotiations, representations and warranties, and
communications, both written and oral. in the event of any conflict between these
Terms and the Proposal, these Terms shall govern. These Terms prevail over any of
Purchaser's general terms and conditions regardless whether or when Purchaser has
submitted its request for proposal, order, or such terms. Provision of services to
Purchaser does not constitute acceptance of any of Purchaser's terms and conditions
and does not serve to modify or amend these Terms.
2. Work. Rileighs shall provide the Work to Purchaser as described in the Proposal, in
accordance with these Terms.
3. Performance Dates. Rileighs shall use reasonable efforts to meet any performance
dates specified in the Proposal, and any such dates shall be estimates only.
4. Purchaser's Obligations. Purchaser shall:
a cooperate with Rileighs in all matters relating to the Work and provide such
access to Purchaser's premises, and such office accommodation and other
facilities as may reasonably be requested by Rileighs, for the purposes of
performing the Work,
b. respond promptly to any Rileighs request to provide direction, information,
approvals, authorizations or decisions that are reasonably necessary for
Rileighs to perform the Work in accordance with the requirements of this
Agreement;
c. provide such Purchaser materials or information as Rileighs may reasonably
request to carry out the Work in a timely manner and ensure that such
Purchaser materials or information are complete and accurate in all material
respects; and
d. obtain and maintain all necessary licenses and consents and comply with all
applicable laws in relation to the Work before the date on which the Work is to
start.
5. purchaser's Acts or Omissions. If Rileighs' performance of its obligations under this
Agreement is prevented or delayed by any act or omission of Purchaser or its agents,
subcontractors, consultants or employees, Rileighs shall not be deemed in breach of
its obligations under this Agreement or otherwise liable for any costs, charges or losses
sustained or incurred by Purchaser, in each case, to the extent arising directly or
indirectly from such prevention or delay.
6. Change Orders.
a. If either party wishes to change the scope or performance of the Services, it
shall submit details of the requested change to the other party in writing.
Rileighs shall, within a reasonable time after such request, provide a written
estimate to Purchaser of:
I. the likely time required to implement the change;
II. any necessary variations to the fees and other charges for the Services
arising from the change;
III. the likely effect of the change on the Services: and
IV. any other impact the change might have on the performance of this
Agreement.
b. Promptly after receipt of the written estimate, the parties shall negotiate and
agree in writing on the terms of such change (a "Change Order). Neither party
shall be bound by any Change Order unless mutually agreed upon in writing.
c. Notwithstanding Section 6(a) and Section 6(b), Rileighs may, from time to time
change the Services without the consent of Purchaser provided that such
changes do not materially affect the nature or scope of the Services, or the fees
or any performance dates set forth in the Order Confirmation.
7. Independent Contractor. Rileighs shall be considered an independent contractor in its
performance of the Work and responsible for all acts or omissions (negligent or
otherwise) of its agents, employees and subcontractors. Rileighs alone shall be liable
and responsible for the manner and methods by which the Work is performed and for
materials, work force and equipment supplied in connection therewith, irrespective of
whether or not any changes are made because of any comments received from
purchaser. Nothing in the Agreement or in the performance of the Work shall be
construed to create a partnership, joint venture or other joint business arrangement
between purchaser and Rileighs.
8. Non-Exclusivity. The Agreement is not exclusive, and Purchaser may, at its sole
discretion, contract with others to perform such Work as is herein contemplated, or
may perform such Work with its own forces.
9. Force Majeure. Neither party shall be liable to the other for failure to perform or for
delay in performance due to unforeseen causes beyond its reasonable control, and
such causes are without the failure or negligence of the affected party. Such
unforeseen causes include, but are not limited to, acts of God, fire, flood, epidemic,
strike, work stoppage or other labor difficulty, acts of governmental authority, federal,
state, or local laws, orders or regulations, embargo, war, terrorist act, riot, civil
commotion and/or insurrection, or by any other event or circumstance of whatsoever
kind or nature not within the control of the affected party which, by exercise of
reasonable diligence such party is unable to prevent, whether or not similar or
dissimilar to any of the foregoing bass of events or circumstances ("Force Majeure
Event"). For the avoidance of doubt, economic hardship of an affected party shall not
be considered a Force Majeure Event.
10. Waiver. No waiver by Rileighs of any of the provisions of this Agreement is effective
unless explicitly set forth in writing and signed by Rileighs. No failure to exercise, or
delay in exercising, any rights, remedy, power or privilege arising from this Agreement
operates or may be construed as a waiver thereof. No single or partial exercise of any
right, remedy, power or privilege hereunder precludes any other or further exercise
thereof or the exercise of any other right, remedy, power or privilege.
11. Assignment. Purchaser shall not assign any of its rights or delegate any of its
obligations under this Agreement without the prior written consent of Rileighs. Any
purported assignment or delegation in violation of this Section is null and void. No
assignment or delegation relieves Purchaser of any of its obligations under this
Agreement.
12. Severabflj.ty.. If any term or provision of this Agreement is invalid, illegal or
unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not
affect any other term or provision of this Agreement or invalidate or render
unenforceable such term or provision in any other jurisdiction.
13. Amendment and Modification. This Agreement may only be amended or modified in a
writing which specifically states that it amends this Agreement and is signed by an
authorized representative of each party.
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