HomeMy WebLinkAbout2011-011
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
RESOLUTION NO. 2011-11
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A VENDOR
SERVICE AGREEMENT AND ISSUANCE OF A PURCHASE ORDER IN THE
AMOUNT OF $86,678.22 BETWEEN THE CITY OF SAN BERNARDINO AND
WILLIAMS SCOTSMAN, INC. FOR THE PURCHASE AND INSTALLATION OF
MODULAR BUILDINGS AT AL GUHIN PARK PER CAPITAL IMPROVEMENT
PROGRAM PROJECT PR04-28; AND REPEALING RESOLUTION 2010-363.
WHEREAS, on September 21, 2009 the Mayor and Common Council authorized the
Director of Development Services to proceed with issuing a Request for Proposals for site
development planning prior to the placement of a modular unit at Al Guhin Park, and;
WHEREAS, Williams Scotsman Inc. will provide modular units that are unique and
significantly reduced in cost as used materials; however to be fully renovated, retrofitted, and
repurposed for City use; and Williams Scotsman Inc. had submitted an addendum to the
agreement approved by resolution 2010-363, and
WHEREAS, the term of the Agreement shall be from February 1, 2011 through June
30,2011.
BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO AS FOLLOWS:
SECTION 1. The City Manager of the City of San Bernardino is hereby authorized to
execute on behalf of said City an Agreement between the City of San Bernardino and Williams
Scotsman, Inc., a copy of which is attached hereto, marked as Exhibit "A", and incorporated
herein by this reference as fully as though set forth at length.
SECTION 2. That pursuant to this determination the Director of Finance or her
designee is hereby authorized to issue a purchase order to Williams Scotsman, Inc. in the
amount of $86,678.22 for FY 10-11.
'2011-11
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
RESOLUTION NO. 2011-11
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A VENDOR
SERVICE AGREEMENT AND ISSUANCE OF A PURCHASE ORDER IN THE
AMOUNT OF $86,678.22 BETWEEN THE CITY OF SAN BERNARDINO AND
WILLIAMS SCOTSMAN, INC. FOR THE PURCHASE AND INSTALLATION OF
MODULAR BUILDINGS AT AL GUHIN PARK PER CAPITAL IMPROVEMENT
PROGRAM PROJECT PR04-28; AND REPEALING RESOLUTION 2010-363.
SECTION 3. The authorization to execute the above referenced Purchase Order and
Agreement is rescinded if it is not executed by both parties within sixty (60) days of the passage
of this resolution, and
Section 4. That Resolution No. 2010-363 adopted on November 1, 2010 is hereby
repealed.
III
III
III
III
III
III
III
III
III
III
III
2011-11
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
RESOLUTION NO. 2011-11
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A VENDOR
SERVICE AGREEMENT AND ISSUANCE OF A PURCHASE ORDER IN THE
AMOUNT OF $86,678.22 BETWEEN THE CITY OF SAN BERNARDINO AND
WILLIAMS SCOTSMAN, INC. FOR THE PURCHASE AND INST ALLA TION OF
MODULAR BUILDINGS AT AL GUHIN PARK PER CAPITAL IMPROVEMENT
PROGRAM PROJECT PR04-28; AND REPEALING RESOLUTION 2010-363.
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and
joint
Common Council of the City of San Bernardino at a regular meeting thereof, held on the 24th
day of January , 2011, by the following vote, to wit:
Council Members:
AYES
NAYS
ABSTAIN
ABSENT
MARQUEZ
x
DESJARDINS
x
x
BRINKER
SHORETT
x
KELLEY
x
JOHNSON
x
McCAMMACK
x
~.!J~
Rachel Clark, City Clerk
""~
The foregoing re~'olution is hereby approved this &b ~day of January _, 2011.
~~
City of San Bernardino
Approved as to Form:
James F. Penman, City Attorney
2011-11
VENDOR SERVICE AGREEMENT BETWEEN
THE CITY OF SAN BERNARDINO AND
WILLIAMS SCOTSMAN, INC.
This Vendor Service Agreement is entered into this _day of
2011, by
and between Williams Scotsman, Inc. ("VENDOR") and the City of San Bernardino ("CITY" or
"San Bernardino").
WITNESSETH:
WHEREAS, the Mayor and Common Council has determined that it is advantageous
and in the best interest of the CITY to contract for purchase, delivery, and installation of modular
buildings at Al Guhin Park; and
WHEREAS, the VENDOR is providing a product that is uniquely and significantly
reduced in cost as used but fully renovated, retrofitted, and repurposed for CITY use;
NOW, THEREFORE, the parties hereto agree as follows:
1. SCOPE OF SERVICES.
For the remuneration stipulated, San Bernardino hereby engages the services of
VENDOR to provide those products and services as set forth in the specifications outlined in
quotation number 60911 and WS Contract No. 695552 Addendum, for purchase, installation and
delivery services of modular buildings, dated October 18, 2010, attached hereto as Exhibit "B"
and incorporated herein by this reference.
2. COMPENSA TION AND EXPENSES.
a. For the services delineated above, the CITY, upon presentation of an invoice, shall
pay the VENDOR, an amount not to exceed amount of $ $86,678.22, for purchase,
installation and delivery services of modular buildings.
b. No other expenditures made by VENDOR shall be reimbursed by CITY.
1
Exhibit "A"
2011-11
3. TERM; TERMINATION.
The term of this agreement shall be from February 1, 2011 through June 30, 2011.This
Agreement may be terminated at any time by thirty (30) days prior written notice by either party.
The terms of this Agreement shall remain in force unless amended by written agreement of the
parties executed on or before the date of expiration of the current term of the agreement.
4. INDEMNITY.
To the extend caused by VENDOR, VENDOR agrees to and shall indemnify and hold the
City, its elected officials, employees, agents or representatives, free and harmless from all
claims, actions, damages and liabilities of any kind and nature arising from bodily injury,
including death, or property damage, based or asserted upon any or alleged act or omission of
Vendor, its employees, agents, or subcontractors, relating to or in any way connected with the
accomplishment of the work or performance of service under this Agreement, unless the bodily
injury or property damage was actually caused by the sole negligence of the City, its elected
officials, employees, agents or representatives. As part of the foregoing indemnity, Vendor
agrees to protect and defend at its own expense, including attorney's fees the City, its elected
officials, employees, agents or representatives from any and all legal actions based upon such
actual or alleged acts or omissions. Vendor hereby waives any and all rights to any types of
express or implied indemnity against the City, its elected officials, employees, agents or
representatives, with respect to third party claims against the Vendor relating to or in any way
connected with the accomplishment of the work or performance of services under this
Agreement.
2
2011-11.
5. INSURANCE.
While not restricting or limiting the foregoing, during the term of this Agreement and
while VENDOR is working at the site, VENDOR shall maintain in effect policies of
comprehensive public, general and automobile liability insurance, in the amount of
$1,000,000.00 combined single limit, and statutory worker's compensation coverage, and shall
file evidence of said policies with the CITY's Risk Manager prior to undertaking any work under
this Agreement. CITY shall be set forth as an additional named insured in each policy of
insurance provided hereunder. The Certificate of Insurance furnished to the CITY shall require
the insurer to notify CITY of any change or termination in the policy.
6. NON-DISCRIMINATION.
In the performance of this Agreement and in the hiring and recruitment of employees,
VENDOR shall not engage in, nor permit its officers, employees or agents to engage in,
discrimination in employment of persons because of their race, religion, color, national origin,
ancestry, age, mental or physical disability, medical conditions, marital status, sexual gender or
sexual orientation, or any other status protected by law.
7. INDEPENDENT CONTRACTOR.
VENDOR shall perform work tasks provided by this Agreement, but for all intents and
purposes VENDOR shall be an independent contractor and not an agent or employee of the
CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment of
Income Tax, Social Security, State Disability Insurance Compensation, Unemployment
Compensation, and other payroll deductions for VENDOR and its officers, agents, and
employees, and all business licenses, if any are required, in connection with the services to be
performed hereunder.
3
2011-11
8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS.
VENDOR warrants that it possesses or shall obtain, and maintain a business registration
certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits,
qualifications, insurance and approval of whatever nature that are legally required of VENDOR
to practice its business or profession.
9. NOTICES.
Any notices to be given pursuant to this Agreement shall be deposited with the United
States Postal Service, postage prepaid and addressed as follows:
TO THE CITY:
Parks Recreation and Community Services Director
1350 South "E" Street
San Bernardino, CA 92408
Telephone: (909) 384-5233
TO THE VENDOR:
Williams Scotsman, Inc.
1181 Greenstone Avenue
Santa Fe Springs, CA 90670
Telephone: (562) 903-9200 Ext. 44124
Contact: Carmen Rivera
10. ATTORNEYS' FEES.
In the event that litigation is brought by any party in connection with this Agreement, the
prevailing party shall be entitled to recover from the opposing party all costs and expenses,
including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its
rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions
hereof. The costs, salary and expenses of the City Attorney and members of his office in
enforcing this Agreement on behalf of the CITY shall be considered as "attorneys' fees" for the
purposes of this paragraph.
4
2011-11
11. ASSIGNMENT.
VENDOR shall not voluntarily or by operation of law assIgn, transfer, sublet or
encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior
written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void
and shall constitute a breach of this Agreement and cause for the termination of this Agreement.
Regardless of CITY's consent, no subletting or assignment shall release VENDOR of
VENDOR's obligation to perform all other obligations to be performed by VENDOR hereunder
for the term of this Agreement.
12. VENUE.
The parties hereto agree that all actions or proceedings arising in connection with this
Agreement shall be tried and litigated either in the State courts located in the County of San
Bernardino, State of California or the U.S. District Court for the Central District of California,
Riverside Division. The aforementioned choice of venue is intended by the parties to be
mandatory and not permissive in nature.
13. GOVERNING LAW.
This Agreement shall be governed by the laws of the State of California.
14. SUCCESSORS AND ASSIGNS.
This Agreement shall be binding on and inure to the benefit of the parties to this
Agreement and their respective heirs, representatives, successors, and assigns.
15. HEADINGS.
The subject headings of the sections of this Agreement are included for the purposes of
convenience only and shall not affect the construction or the interpretation of any of its
proVISIOns.
5
2011-11
16. SEVERABILITY.
If any provision of this Agreement is determined by a court of competent jurisdiction to
be invalid or unenforceable for any reason, such determination shall not affect the validity or
enforceability of the remaining terms and provisions hereof or of the offending provision in any
other circumstance, and the remaining provisions of this Agreement shall remain in full force
and effect.
17. ENTIRE AGREEMENT; MODIFICATION.
This Agreement constitutes the entire agreement and the understanding between the
parties, and supercedes any prior agreements and understandings relating to the subject manner
of this Agreement. This Agreement may be modified or amended only by a written instrument
executed by all parties to this Agreement.
II
II
II
II
II
II
II
II
II
II
II
II
II
6
2011-11
VENDOR SERVICE AGREEMENT BETWEEN
THE CITY OF SAN BERNARDINO AND
WILLIAMS SCOTSMAN, INC.
IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day
and date set forth below.
Dated
,2011
Williams Scotsman, Inc.
By:
Its:
Dated
,2011
CITY OF SAN BERNARDINO
By:
Charles McNeely, City Manager
Approved as to Form:
James F. Penman, City Attorney
By:
7
2011-11
EXHIBIT B
'WILLIAMS SCOTSMAN USED SALE ADDENDUM '1'0
~l:oblk; onl(,'X'".:S. . S'fW~l~~:e Pynducts
A nd i\1nn~
CITY OF SANIIERNARDINOVENDOR SERVICE AGI~EEMENT
WSCONTRI\CT# 695552 (12!29!~QHD
The follovl'iug tenus shall apply to Vendor Service AgrceIlH.:nt issued to Willimns Scutsrnan, Inc, for the sale
of Equipment.
LTitlc to Equipment: Buyer agrees to purchase the Equipment from Seller. Sellcr hereby represents ancl
warrants to Buyer that it has good and marketable title to the Equipment The parties explicitly agree that
title to the Equipment passcs fi'om Seller to Buyer only after Buyer has paid to SelIcI' in good funds thc Total
Purchase Price. Documents of title, if any, related to the Equipment will bc provided to Buyer thirty (30)
days after Total Purchase Price bas been received by Seller.
2. (;~H1dition of EqUipment: The Equipment as described in this Agreement is being purchased in used
condition. The Equipment is being sold "AS IS, WHERE IS," WITHOUT ANY WARRANTIES
WHA'l'SOEVER EITHER EXPRESS OR IMPLIED.
3. Risk of Loss: Further Liabilitv: Upon delivery of the Equipment, all risk of loss or damage to the
Equipment passes from Seller to Buyer. In addition, to the extent permitted by law', Buyer hereby
indemnifies Seller and agrees to save, defend and hold Sellcr harmless against all losses, damages, liability,
costs and expenses (including attorney's fees), as a result of any actions, claims, or demands arising out of
this Agreement or related to the Equipment.
4. Performance: H.emedies: If Buyer fails to pay the Total Purchase Price or any other payment due
hereunder as or \vhen due, or fhils to perform an}' other term and condition of this agreement, then such
fhilure shall constitute an Event of Def~LUlt. If an Event of Default occurs, Seller may do any or all of the
j() Ilo wing: (l) tem1inate this Agreement; (2) repossess an)' or all of the Equipment and bring an action
against Buyer for any deflciency to recover the full benefits of its bargain under this Agreement; and (3)
pursue any other remedy allowed at law or in equity. Seller is entitled to further recover from Buyer all costs
and expenses, including all attorneys' lees, incurred in the enfm'cement of this Agreement.
5, Miscellaneous: fa) Time is of the essence with respect to the performance of this Agreement. In the event
of a contlict between this Addendum and the Vendor Service Agreement, this Addendum shall take
precedence. (b) Buyer shall not assign its rights or obligations under this Agreemcnt \evithout the written
consent of Seller. (f) All notices related to this Agn::emcnt shall be in writing and sent to the other party at its
address stated above. (c) The pmties hereby covenant and agree that Seller may rely on a telefacsimile
signature of Buyer on this Agreement and/or any Amendment hereto. An)" such signature shall be treated as
an original signature for all purposes. The telefacsimile transmission by Buyer to Seller of this Agreement
signed by Buyer shall be deemed to be the original Agreement for all purposes.//!revised by coo
Sales Agreelllent-Used f:.'qUl,'JIIi#lt IVit!! LId Warrant)' (10200fJ)
2011-1.1
EXHIBIT B
:~.V~~tl'yt ,t",j .!A.<.f\1',.'S!
. " ~." \ ." :"'~ , ~"r)"" It ,.' '. "
SPACE BY
(!II
WILLIAMS SCOTSMAN, INC
11611 Greenstone Avenue
Santa Fe Springs, CA 90670
Phone: (562)903-9200 EX!. 44124
Fax: (562) 903-9210
Toll Free: 800-762-1500
Carmen Rivera
Sales Representative
cjrivera@willscot.com
Quote Number:,60911 .
Date: October 18, 2010 .
Expiration: November 17, 2010
SCOTSMAN
~~~i&~4~rni~i!r~~~'''lj'iilfJJjl~I_~~~
Customer: Contact: Ship To:
CITY OF SAN BERNARDINO Robert Lennox
300 N "D" STREET 1350 South "E" Street
SAN BERNARDINO, California 92418 San Bernardino, CA 92406'
Phone: (909) 364-5160
Fax: (909) 384-5031
Email: lennox_ro@sbcity.org
'~g;!I;~~lY~~~I'Jl:J;:~lm~_~~.
64x72 Modular (60x72 Box) .
DELIVERY FREIGHT:
INSTALLATION:
. OPTIONS
SAN BERNARDINO, CA
92406 US
PURCHASE PRICE
$68,768.75
$2,004.72
$8,798.40
QTY DESCRIPTION PRICE EXTENDED
40 Tiedowns Into dirt $74.30 $2,972.00
6 License fee $92.86 $557.16
6 License transfer fee $60.00. $360.00 .
~~1_1W~_.
In addlUon to the abcvequoled prtces, customarshall pay Williams Scotsman any local, siale, or provlndallederel and/orpersonal property TOTAL CHARG ES: $83 461.03
tax crfses related to the equipment or its user. Physical Damage and commerdalllabllity Insurance coverage are required beginning on I
the date 01 delivery. .
Williams Scotsman'is not responsible for changes required by local code or building Inspectors..CustomerJs responsible for locating and
marking underground utilities prior to deliver. Quota assumes a level site with dear access.
Ptl:;<\'i: I ';f i
I
~18
~ ~
fij en
1l ~
n
~I >
,Z
II
coil
;11
(J11
81
I
({ji~:i
~ -<m
~ g~
-<
~ -<0
;= I"
r m-<
;;: "l]I
~ :::lJUi
tIl 50
~ :n~
~ ~~
~ eji'i
~ ~C3
z: 0::0
r> ~~
~ "'-<
~ ~~
~ ~~
~ ~S
m ~"
~ Sgj
~ I-i
m 0"
p ~~
m-<
0"
;D~
m-<
;Hz
m-<
",m
mZ
ZO
-<m
~~
~;
ffi~
.s~
:=-<
:;;8
~o
t::!;
(">!!!
0-<
-<m
",0
~
~
;Z
~~
,,~~5
):>'TIG')(/)
?:cmfil~
~~mG')
~~~~
~ -~ ~ ~
~()m~
o~~ti
gzI
~ C
om
lil
12
I~
5:
o
,,0
rC
a!;
~;lJ
-uOJ
rC
;t>-
z'
o
Z
Gl
-(lJ~r \il ."
gJl ." ;= ill
i'1 '" ~ :1'
~:
,~ ::E (")
, 1) (J) ;t>
N :0
:? :;::
'? m
0 z
-.J :0
t <:
m
I ;D ~
I m
<
I ~
10
-'
0 '" 0
" ("> l>
"' ~ -l
m r.> r.>
0
I 01 to
~ N
.!f :g
0
o
;t>
--i
m
(J)
G)
~
(")
c
(J)
--i
o
:;::
m
:0
;t>
-u
1)
:0
o
<
;t>
r
2011-11
LI
TJ
J>
t:1
f'l
IV~'>>'~ I
~11,.;j, #41-
~G-
--
--
-.
-~~-~
.-
D==
-[jJ=
-~
J-~
l-==
I = =-==
b ~j ==
G
~
~---- ~
==-- D. ",-7 .= -
~~ r--:l:= -
===~~
-~-
------- -
----
1/1) MI =
G
-
-
CI
::TJ
J>
t:1
f'l
.
:J -
-
- -
-- - -
-
- -- ~
~ -~--- -
~ - ~
--. -- - ~
--
- -- -- ----- ~
- -- -
I-------
--- - -. - ~
- - --
~
-- - - ~
--- - - ~ - ~
- ..--- - ~
----
-- - --
-- ..
.~ -.-----
-.. .~ ~ -
-
- - -
-'- ~ - --
-
- - . -
- -- ~
- - ~ ~ -
- --- ~ -- --
- .-- - - _.- -
-. -. -
.--- -- -
-- .~
~
-' -~-_.- - -
- - --
~ ~
~ - -
--
.-- --- . -.
~ ~ - ..- -
- - - ~
-
-.
- - -
-
I -" ---- - - - - -
----. - - - -
- - --
- ~ -
Irc:<<<YJ I
EXHIBIT B
~-'l
Ci) I
~ 8
ig~ . II~
8 > ~
3 Z m
I III
:-<
II @
COi
o
o
---.J
CO
N
2011-11
EXHIBIT B
~
CJ1
o
o
Ii
-~-~ - ~ - ~ - -~-
;;0 "Tl m :9
~ I :-;I ~
;1!=1
I() ~ ()
I~ ~ ~
: ~ ~
o Z
.... ;u
t <:
m
~
71'-2~"
r 11'-IO~
I TYF' MOD :-S-]-ZC"1
?~r~~ ~-!~~-!~T-~-- -~l
L' I ~=LJ~ I
I'Qod,~ l' l I
IIQ~9icq I I ~ 1~71~
I ~ I I I ~t rl
'I ~f II il I ;
'.1, ". ~[I"" ~l /Ffrl r=----===b---=\ I r~ll=".
/- ~. "'--f/ It/ I 11-- /'
- -- r"-- ........- _""0 =:J
q -t;::r- ~ --IT -~-----=;r- \~-fT -'1;-tf
17 17 W 'W17 'W
(gl~:t l~
~ ~ ~ ~.~
o ~~
-10
:l:~
m-l
,,:J;
;D'"
OD
;D~
~~
=I"
m"
zo
();D
0)>
zz
"'-<
~~
Oz ;;::
;~ 0
~~ ;!J ~
~~ g~
~ ~ :u::U
m -1 -u OJ
0:1: rC
~~ ~r=
rn~ ~
~5 (j)
~E9
::!u;
~~
~~
s~
r-<
C"
~~
"':l:
8~
~g)
s:
)>
l'
,
I
I
1- fg
I <
I ~
I~
____--1_______
D '" 0
)> ~ ~ o~
I 0"> ~
~ !f ~
o
o
)>
-l
m
UJ
Gi
~
()
c
UJ
-l
o
s:
m
;u
)>
-u
-u
;u
o
<
)>
r
2011-11
()H t, 9S-S-S-;'
.J/J /1/
VENDOR SERVICE AGREEMENT BETWEEN
THE CITY OF SAN BERNARDINO AND
WILLIAMS SCOTSMAN, INC.
This Vendor Service Agreement is entered into this 2iL day of January 2011, by
and between Williams Scotsman, Inc. ("VENDOR") and the City of San Bernardino ("CITY" or
"San Bernardino").
WITNESSETH:
WHEREAS, the Mayor and Common Council has determined that it is advantageous
and in the best interest of the CITY to contract for purchase, delivery, and installation of modular
buildings at Al Guhin Park; and
WHEREAS, the VENDOR is providing a product that is uniquely and significantly
reduced in cost as used but fully renovated, retrofitted, and repurposed for CITY use;
NOW, THEREFORE, the parties hereto agree as follows:
1. SCOPE OF SERVICES.
For the remuneration stipulated, San Bernardino hereby engages the servIces of
VENDOR to provide those products and services as set forth in the specifications outlined in
quotation number 60911 and WS Contract No. 695552 Addendum, for purchase, installation and
delivery services of modular buildings, dated October 18, 2010, attached hereto as Exhibit "B"
and incorporated herein by this reference.
2. COMPENSATION AND EXPENSES.
a. For the services delineated above, the CITY, upon presentation of an invoice, shall
pay the VENDOR, an amount not to exceed amount of $ $86,678.22, for purchase,
installation and delivery services of modular buildings.
b. No other expenditures made by VENDOR shall be reimbursed by CITY.
2011-11
3. TERM; TERMINATION.
The term of this agreement shall be from February 1, 2011 through June 30, 2011.This
Agreement may be terminated at any time by thirty (30) days prior written notice by either party.
The terms of this Agreement shall remain in force unless amended by written agreement of the
parties executed on or before the date of expiration of the current term of the agreement.
4. INDEMNITY.
To the extend caused by VENDOR, VENDOR agrees to and shall indemnify and hold the
City, its elected officials, employees, agents or representatives, free and harmless from all
claims, actions, damages and liabilities of any kind and nature arising from bodily injury,
including death, or property damage, based or asserted upon any or alleged act or omission of
Vendor, its employees, agents, or subcontractors, relating to or in any way connected with the
accomplishment of the work or performance of service under this Agreement, unless the bodily
injury or property damage was actually caused by the sole negligence of the City, its elected
officials, employees, agents or representatives. As part of the foregoing indemnity, Vendor
agrees to protect and defend at its own expense, including attorney's fees the City, its elected
officials, employees, agents or representatives from any and all legal actions based upon such
actual or alleged acts or omissions. Vendor hereby waives any and all rights to any types of
express or implied indemnity against the City, its elected officials, employees, agents or
representatives, with respect to third party claims against the Vendor relating to or in any way
connected with the accomplishment of the work or performance of services under this
Agreement.
2
2011-11
5. INSURANCE.
While not restricting or limiting the foregoing, during the term of this Agreement and
while VENDOR is working at the site, VENDOR shall maintain in effect policies of
comprehensive public, general and automobile liability insurance, in the amount of
$1,000,000.00 combined single limit, and statutory worker's compensation coverage, and shall
file evidence of said policies with the CITY's Risk Manager prior to undertaking any work under
this Agreement. CITY shall be set forth as an additional named insured in each policy of
insurance provided hereunder. The Certificate of Insurance furnished to the CITY shall require
the insurer to notify CITY of any change or termination in the policy.
6. NON-DISCRIMINATION.
In the performance of this Agreement and in the hiring and recruitment of employees,
VENDOR shall not engage in, nor permit its officers, employees or agents to engage in,
discrimination in employment of persons because of their race, religion, color, national origin,
ancestry, age, mental or physical disability, medical conditions, marital status, sexual gender or
sexual orientation, or any other status protected by law.
7. INDEPENDENT CONTRACTOR.
VENDOR shall perform work tasks provided by this Agreement, but for all intents and
purposes VENDOR shall be an independent contractor and not an agent or employee of the
CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment of
Income Tax, Social Security, State Disability Insurance Compensation, Unemployment
Compensation, and other payroll deductions for VENDOR and its officers, agents, and
employees, and all business licenses, if any are required, in connection with the services to be
performed hereunder.
3
2011-11
8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS.
VENDOR warrants that it possesses or shall obtain, and maintain a business registration
certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits,
qualifications, insurance and approval of whatever nature that are legally required of VENDOR
to practice its business or profession.
9. NOTICES.
Any notices to be given pursuant to this Agreement shall be deposited with the United
States Postal Service, postage prepaid and addressed as follows:
TO THE CITY:
Parks Recreation and Community Services Director
1350 South "E" Street
San Bernardino, CA 92408
Telephone: (909) 384-5233
TO THE VENDOR:
Williams Scotsman, Inc.
1181 Greenstone Avenue
Santa Fe Springs, CA 90670
Telephone: (562) 903-9200 Ext. 44124
Contact: Carmen Rivera
10. ATTORNEYS' FEES.
In the event that litigation is brought by any party in connection with this Agreement, the
prevailing party shall be entitled to recover from the opposing party all costs and expenses,
including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its
rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions
hereof. The costs, salary and expenses of the City Attorney and members of his office in
enforcing this Agreement on behalf of the CITY shall be considered as "attorneys' fees" for the
purposes of this paragraph.
4
2011-11
11. ASSIGNMENT.
VENDOR shall not voluntarily or by operation of law assIgn, transfer, sublet or
encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior
written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void
and shall constitute a breach of this Agreement and cause for the termination of this Agreement.
Regardless of CITY's consent, no subletting or assignment shall release VENDOR of
VENDOR's obligation to perform all other obligations to be performed by VENDOR hereunder
for the term of this Agreement.
12. VENUE.
The parties hereto agree that all actions or proceedings arising in connection with this
Agreement shall be tried and litigated either in the State courts located in the County of San
Bernardino, State of California or the u.s. District Court for the Central District of California,
Riverside Division. The aforementioned choice of venue is intended by the parties to be
mandatory and not permissive in nature.
13. GOVERNING LAW.
This Agreement shall be governed by the laws of the State of California.
14. SUCCESSORS AND ASSIGNS.
This Agreement shall be binding on and inure to the benefit of the parties to this
Agreement and their respective heirs, representatives, successors, and assigns.
15. HEADINGS.
The subject headings of the sections of this Agreement are included for the purposes of
convenience only and shall not affect the construction or the interpretation of any of its
proVIsIOns.
5
2011-11
16. SEVERABILITY.
If any provision of this Agreement is determined by a court of competent jurisdiction to
be invalid or unenforceable for any reason, such determination shall not affect the validity or
enforceability of the remaining terms and provisions hereof or of the offending provision in any
other circumstance, and the remaining provisions of this Agreement shall remain in full force
and effect.
17. ENTIRE AGREEMENT; MODIFICATION.
This Agreement constitutes the entire agreement and the understanding between the
parties, and supercedes any prior agreements and understandings relating to the subject manner
of this Agreement. This Agreement may be modified or amended only by a written instrument
executed by all parties to this Agreement.
II
II
II
II
II
II
II
II
II
II
II
II
II
6
2011-11
VENDOR SERVICE AGREEMENT BETWEEN
THE CITY OF SAN BERNARDINO AND
WILLIAMS SCOTSMAN, INC.
IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day
and date set forth below.
Dated .1 /J/ .
,2011
Williams Scotsman, Inc.
~;,: 7tl1:::filt}!fff4-pr
I I
Dated
0'*'
,2011
B
Approved as to Form:
James F. Penman, City Attorney
By:
7
2011-11
EXHIBIT B
\VILLIA~lS SCOTSMAN USED SALE ADDENDUM TO
\'1..:J\"ik ()fhcc\' >).H~filge r~n:htU(b
And .\-101\'
CITY OF SAN BERNARDINO VENDOR SERVICE AGI~EEMKN'r
WSCONTRACf# 6Y5552 (12!2l!Df(jl (J)
J he following terms shall apply to Vendor Service Agreement issLled to \ViHiams Scotsrnan, Tnc. J~)l' the sale
of Equipment.
1..Iitlc h) Equipment: Buyer agrees to purchase the Equipment from Seller. Sellcr hereby represents and
warrants to Buyer that it has good and marketable title to the Equipment. The parties explicitly agree that
title to the Equipment passes fj'om Scller to Buyer only after Buyer has paid to Seller in good funds the Total
Purchase Price. Documents of lille, if uny, related to the Equipment will be provided to Buyer thirty (30)
days after Total Purchase Price has been received by Seller.
2. C:ondition of Equipment: 'rhe Equipment as described in this Agreement is being purchased in used
condition. The Equipment is being sold liAS IS, WHERE IS," WITHOUT ANY WARRANTIES
WHATSOEVEH EITHER EXPRESS OR IMPLIED.
:;.Risk of Loss: Further Liabilitv: Upon delivery of the Equipment, all risk of loss or damage to the
Equipment passes from Seller to Buyer. In addition, to the extent permitted by la\',I, Buyer hereby
indemnifies Seller and agrees to save. deJend and hold Seller harmless against all losses. damaaes. liability.
...... . -,' ~.' -- ...... ,." . ..-'-,
costs and expenses (including attol11ey's fees). as a result of any actions, claims. or demands arising out of
this Agreement or related to the Equipment.
4. Perfonnance: Remedies: If Buyer fails to pay the Total Purchase Price or any other payment due
hereunder as or when due, or lllils to perform any other term and condition of this agreement, then slIch
fuilure shall constitute an Event of Defimlt. If an Event of Ddlmlt occurs, Seller may do any or all of the
1()llOvving: (1) tenllinate this Agrccrncnl; (2) repossess any or all or the Equipment and bring an action
against Buyer for any deficiency to recover the full benefits of its bargain under this Agn.:cment; and (3)
pursue any other remedy allo\ved at law or in equity. Seller is entitled to further recover from Buyer all costs
and expenses. including all attorneys' fees, incurred in the enfc)rccrnent of this Agreement.
5. l'vfiscellaneous: (a) Time is of the essence with respect to the performance of this Agreement. In the event
of a connict between this Addendum and the Vendor Service AgreeInent, this Addendum shall take
precedence. (b) Buyer shall not assign its rights or obligations under this Agreement without the written
consent of Seller. (f) AJI notices related to this Agreement shall be in writing and sent to the other party at its
address stated above. (c) The parties hereby covenant and agree that Seller may rely on a telefucsimile
signature of Buyer on this Agreement and/or any Amendment hereto. Any such signature shall be treated as
an original signature for all purposes. The telef~lcsimile transmission by Buyer to Seller of this Agreement
signed by Buyer shall be deemed to be the original Agreement for all purposes.///revised b.v coo
Sale".
Eqlllpm~nr IVitli Ud Warran~r (11!~(){)t))
--- _..-----~--.----_.-- ------ --- .-.---- ------~-----.--~--~'-~-_.
2011-11
EXHIBIT B
SPACE BY
(!ll
WILLIAMS SCOTSMAN, INC
11611 Greenstone Avenue
Santa Fe Springs, CA 90670
Phone: (562)903-9200 Ex!. 44124
Fax: (562) 903-9210
Toll Free: 800-782-1500
Carmen Rivera
Sales Representative
cjrivera@willsco!.com
Quote Number:,60911 ...
Date: October 18, 2010
Expiration:. November 17, 2010
\~f'l.t L' I A.M .~S ':
; ." \ . ~ " , ~"~)' '1-,'. .
SCOTSMAN
._am~-
Customer: . Contact: Ship To:
CiTY OF SAN BERNARDiNO Robert Lennox
300 N "D" STREET 1350 South "E" Street
SAN BERNARDiNO, California 92418 San Bernardino, CA 92408"
Phone: (909) 384-5160
Fax: (909) 364-5031
Ernail: lennox_ro@sbcity.org
SAN BERNARDINO, CA
92406 US
. ,.. ...
64x72 Modular (60x72 Box),
DELIVERY FREiGHT:
INSTALLATION:
OPTIONS
QTY DESCRIPTION PRiCE EXTENDED
40 Tledowns into dirt $74.30 $2,972.00
6 License fee $92.66 $557.16
6 License transfer fee $60.00. $360.00 .
~~~ll~lf~_'
In addition to tha abova quoled pricas, customar shall pay Williams Scotsman any local, slate, or provincial fedenalandlorpersonal property TOTAL C HARG ES: $83,461.03
lax or fees relaled to the equipment or its user. Physical Damage and commerclalllabllily Insurance coverage are required beginning on
the dale of delivery.
Williams Scotsman is not responsible for changes required by local code or building inspectors. Cuslomerls responsible for locating and
marking underground utilltie. prior to deliver. Quote assumes alevel.llo with c100r access.
PURCHASE PRICE
$66,768.75
$2,004.72
$6,796.40
P<lgu: I "f 1
2011-11
)n
~ 0
~.I ,.,
= t/)
~ I 7'
~I ;;::.,
(")'
~I ~
I_
II
CO',
011
!=>I,
~'I
~II
~I'"
0'
0,1
~~
~~r
.,,)>-,0
~rtlfri~
~~~~
~~~~
tfG'lOUl
\D9'ZtD
~~~~
g~~
~C
om
~:~~
o g~
...m
" ...0
? IT!
~ m-f
~ ~~
~ ~o
S ~~
~ ~~
:... ZO
Z 0"
P O}>-
~ ~~
r- ~s:
<!l ...m
~ ~~
{ri)>(I'J
Ai ~~
~ ~~
< "'...
m 0",
p 22>
NZ
m...
"'"
"l>
m'"
.,,-
"Z
m'"
enm
mZ
Z"
...m
l>"
::lU'i
~~
0"
i~
r=~
~~
~~
o9l
0'"
...m
en"
s:
l>
;Z
,"
12
~
;:::
o
,,0
rC
or
ol>
:!lAJ
-ulll
rC
l>-
zr
o
Z
Gl
en'-
gJ I ~
~ i ;
~I
_iBf
;=
~
"
m
:\l
()
,'--
,"U
~
en
'"
~
'?
o
-.J
....
....
()
l>
;0
:;:
m
z
:!l
~
~
,
,
,
,0
Ai
<
~
" en "
:; 0
m GJ ~ ~
r.> r.>
I 0
00 ~
~ '"
i ~
0
0 en
l> ()
--i Gi C
m ~ ~
0
:;:
m
:!l
l>
"U
-u
:!l
0
<
~
~,~]
~~
EXHIBIT B
(I)
n
~ 0
. ...,
:;; .
=1 (I)
~ I 7'
~I ;:::..
81 :>
31, Z
I OJ
"-____1-<
@
co
o
o
-....J
CO
i')
.....lo.
(J1
Oi
0.1
il
{Q)~:t
~ @~
C:;m
..,0
I~
m..,
lJ:'
"''''
50
"'?:
~~
=lGl
m~
zo
"",
0>>
zz
"'~
~~
o~ ~
~'" 0
~~ 0:
~~ fJ c
l~ 8:;
~~ ::u;o
m-l "'tI OJ
OI rC
~~ )>j=
"'Uz 20
~rri Z
~~ G)
~t:l
=iCi)
~~
0'"
~Ci
>:?
r~
"'lJ
>>",
"'0
"'I
~g]
0'"
..,m
",0
'"
>>
:z
'" -
0 ~ ~
~ I 'li ;=
~I c! ~ :11
~I
10 :::i 0
'- (JJ )>
"U '" J:l
~ :;::
'? m
0 z
-oJ J:l
.... <:
.... m
-", ~
m
I <
I ~
,~
-- --
0 U> 0
:> " ~
)> G) /'
!':'
0
CD
I N
~ ~
0
0 (JJ 0
)> Gi c
--i (JJ
m ~ --i
0
:;::
m
J:l
)>
"U
"U
J:l
0
<
)>
r
2011-11
EXHIBIT B
1::5
o
IS
71 '-2~"
I____~_________ _______________________-1
11'-10" .J
I P ;'oD_lie \
~I~~r'-~I~ ~T- ~r~- 'T IT'
111]1 : ~ : ~ I'!i
'I ~1" II ~-- \" - lJ
I _ I II~il
I!- ~ // II . ,
1~:-~~r~Si ; 1 T \,1;
1111 I 'I I~ \;1"
II ~II M hl L~J- 1 l r- - I '=rll
1f'j1_11!',11 " "~' -' I ) ,I
Iln: I I!! III I I II II If~
Ircl ~ ~Ll1 1 - ~L Jb- JJ
~_!) -c;:::=T- ~/ -- q 't\~ ~\Jr--
W W W W W W