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HomeMy WebLinkAbout14- Parks, Receration & Coomunity Service ORIGINAL CITY OF SAN BERNARDINO — REQUEST FOR COUNCIL ACTION From: Kevin Hawkins, Director Subject: Resolution of the Mayor and Common Council of the City of San Bernardino authorizing the Dept•• Parks, Recreation& Community execution of a Vendor Service Agreement and Services Dept. 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 Date: January 10, 2011 installation of modular buildings at Al Guhin Park per Capital Improvement Program project PR04- 28;and repealing resolution 2010-363. M/CC Meeting Date: January 24, 2011 Synopsis of Previous Council Action: 11-1-2010 —Mayor and Common Council approved Resolution 2010-363 approving the execution of a Vendor Service Agreement and issuance of a Purchase Order to Williams Scotsman Inc., for the purchase and installation of modular buildings at Al Guhin Park. 3-1-2010 —Mayor and Common Council approved Resolution 2010-34 approving an agreement for services with Transtech Engineers, inc. for design of the community center at Al Guhin Park. 9-21-2009- 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. Recommended motion: Adopt Resolution. Signature Contact person: Robert Lennox Phone: 384-5031 Supporting data attached: Staff Report,Reso,Contract Ward: 5 FUNDING REQUIREMENTS: Amount: $86,678.22 Source: (Acct. No.): 208-160-5504-7743-0025 (Acct. Description): Verdemont Capital Project Fund Finance: Council Notes: Agenda Item No. ' 7 D� -ay-call i i CITY OF SAN BERNARDINO—REQUEST FOR COUNCIL ACTION y STAFF REPORT Subiect• a 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 s and installation of modular buildings at Al Guhin Park per Capital Improvement Program project PR04-28; and repealing resolution 2010-363. Background: The Mayor and Common Council have previously approved various resolutions supporting the construction of a community center in the Verdemont neighborhood. In FY09-10, following the direction of the Mayor and Common Council, staff from the Development Services Department and the Parks, Recreation and Community Services Department met with various vendors to review proposals and concepts for a community center at Al Guhin Park. As a result of these meetings, Transtech Inc., the selected vendor responsible for design of the community center, completed a plan for the placement of a modular building in the park. The project was engineered as a modular construction versus a traditional "brick and mortar" structure to ensure the project budget did not exceed the available funds. As such staff consulted with the Facilities Management Department to determine the most affordable opportunities for purchasing the modular buildings. Several modular building vendors were surveyed and quotes were received for both new and used structures. As a result, only one vendor was able to provide the modular building that had the unique specifications necessary for operation of a community center. Coincidently, this vendor had several matching used units in stock and available for purchase, delivery and installation. Williams Scotsman, Inc. is a leader in the mobile and modular space industry, with innovative industry solutions for the construction, education, industrial, commercial/retail, and healthcare and government markets. They specialize in providing renovated modular units for use in the public sector and offer turnkey options that include custom floor plans and modifications. After the Mayor and Common Council approved the execution of the Vendor Service Agreement to purchase and install the modular buildings on November 1, 2010, Williams Scotsman Inc.'s legal counsel requested modification to the agreement as well as an addendum to the contract for the purchase. Following a discussion with the City Attorney's office, staff recommends repealing resolution 2010-363 and executing a new agreement to include changes in indemnification language and the addendum attached as Exhibits "A" and "B"respectively. Williams Scotsman Inc. can provide a unique product for this project that is not offered by other vendors locally and has the preferred units in stock. The proposed building is comprised of six, 12 foot by 60 foot, modular units assembled together as one structure. The scope of services includes all materials, assembly, delivery, interior and exterior renovation, and flooring. Connection to utilities, site preparation, and integration into the park plan will be included in the scope of services of the general contractor selected for the overall park and community center development. Therefore, staff recommends that the Mayor and Common Council authorize the execution of an agreement and purchase order in the amount of $86,678.22 to Williams Scotsman, Inc. for the purchase and installation of modular buildings at Al Guhin Park 9 Financial Impact: Funds for this project are available in the CIP project for the Verdemont Community Center (Account No. 208-160-5504-7743-0025). Account No.: 208-160-5504-7743-0025 Budgeted Amount: $283,500.00 Balance as of 1/24/2011: $259,840.00 Balance after Approval of Item: $173,161.78 Please note this balance does not indicate available funding. It does not include non- encumbered reoccurring expenses or expenses incurred but not yet processed. Recommendation: 1 Adopt Resolution. 3 } i s 7 's 1 3 a 3 5 s S l 1 Page 1 of 2 Fedor Ma From: Ochiqui_Ma Sent: Thursday, January 20, 2011 2:02 PM To: Fedor_Ma; Sutherland—Li; Hartzel_Li; Clark_Ra Cc: Garcia_Re; Romo_Ta; Kurita_De Subject: FW: #14- unsigned reso FYI... Mayra Ochiqui, CMC Deputy City Clerk City of San Bernardino (909)384-5002 ext.3207 Apply for your passports at the San Bernardino City Clerk's Office! From: Nelva Costello [mailto:NCostello @sbcityattorney.org] Sent: Thursday, January 20, 20112:00 PM To: Ochiqui_Ma Subject: RE: #14- unsigned reso Yes, Myra it was not signed by Mr. Penman . Thank you, Nelva Costello City of San Bernardino City Attorney's Office (909) 384-5355 Notice of Confidentiality The information contained in this email is subject to the attorney-client privilege; attorney work product; or confidential. It is intended for the recipient designated above. You are 1/20/2011 Page 2 of 2 hereby notified that any dissemination, distribution, copying, or use of or reliance upon the information contained in this email, other than the recipient designated above, by the sender is unauthorized and strictly PROHIBITED. If you have received this email in error, please notify me immediately at (909) 384-5355. Thank you From: Ochiqui—Ma [mailto:Ochiqui—Ma @sbcity.org] Sent: Thursday, January 20, 2011 1:49 PM To: Nelva Costello Subject: #14- unsigned reso Importance: High Hi Nelva I received the original resolution for 414 on Monday's agenda and it is not signed. I just wanted to make sure that this was intentionally left unsigned. See below for the item title. 14. 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 Project PR04-28; and repealing Resolution 2010-363. (See Attached) (Cost to the City — $86,678.22 from Verdemont Capital Project Fund) (Resolution not available at time of printing.) Ward 5 MOTION: That said resolution be adopted. Mayra Ochiqui, CMC Deputy City Clerk City of San Bernardino (909)384-5002 ext.3207 Apply for your passports at the San Bernardino City Clerk's Office! 1/20/2011 2011-11 `I VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND WILLIAMS SCOTSMAN,INC. This Vendor Service Agreement is entered into this 24 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. 1 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 I s a s i 2011-11 I 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. 3 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. 3 12. VENUE. The parties hereto agree that all actions or proceedings arising in connection with this a Agreement shall be tried and litigated either in the State courts located in the County of San i 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 z 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 j provisions. 3 .3 5 a 2.011-11 S s 3 16. SEVERABILITY. j 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 i 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. 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 WILuA1vIs scarSMAN USED SALE ADDENDUM TO � C+�TSIvIA?�€ CITY OF SAN BERNARDINO VENDOR SERVICE AGREEMENT 14ac r VAS CONTRACT#69:5--2S 12I'Z�1Zt)l 'I'lie following ternrs shall apply to Vendor Service Agreement issued to Williams Scotsman,`Foie, fo.r the sale of Equipment;. I Title to Equipment: Buyer agrees to purchase the Equipment from Seller. Seller 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 from Seller to Buyer only after Buyer has paid to Seller in good funds the Total Purchase Price. Documents of titles, if any, related to the II,quiprtnent will be provided to Buyer thirty (30) days after Total Purchase Price has been received.by Seller. 2. Condition of 1 gaipment: 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 WHATSOEVER EITHER EXPRESS OR IMPLIED. 3. Risk of Loss: lAurther Liability: 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 Seller 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: Remedies: if Buyer fails to pay the Total. Purchase Price or any other payment due hereunder as or when due, or fails to perform any other term and condition of this agreement; then such failure shall constitute an Event of Default. If an Event of Default occurs,. Seller may do any or all of the following: (1) terminate this Agreement; (2) repossess any or all of the Equipment and bring an action against Buyer for any deficiency 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'fees, incurred in the enforcement of this Agreement. 5. Miscellaneous: (a)Time is of thew essence with respect to the performance of this Agreement. In the event of a conflict between this Addendum and the Vendor Service Agreement., this Addendum shall take precedence. (b) Buyer shall not assign its rights or obligations under this Agreement without the written consent of Seller. (f)All 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 telefacsimile 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 telefacsimile transmission by Buyer to Seller of this Agreement signed by Buyer shall be deemed to be the original Agreement for all purposes.111r'evised by Goo Srrlex e re+near-Uses!F..`qul nrant With 1.1d Warranty(10,`W) - --- ----- - - 2011-11 EXHIBIT B SPACE BY WILLIAMS SCOTSMAN,INC Quote Number::60911 .... ®® 11811 Greenstone Avenue Date: October 18,2010 A -K Santa Fe Springs,CA 90670 Expiration:November 17,2010 Phone:(562)903-9200 Ext.44124 Fax:(562)903- SCOTSMAN Toll Free:800-782-782- 1500 Carmen Rivera Sales Representative cjrivera@wilIscot.com —••. �E _0 n s .Customer: Contact: Ship To: CITY OF SAN BERNARDINO Robert Lennox 300 N"D"STREET 1350 South"E"Street SAN BERNARDINO,CA SAN BERNARDINO.California 92418 San Bernardino,CA 92408 92408 US Phone:(909)384-5160 Fax:(909)384-5031 Email:lennox_ro @sbcity.org - 64x72 Modular(60x72 Box) PURCHASE PRICE $68,768.75 DELIVERY FREIGHT: $2,004.72 INSTALLATION: $8,798.40 OPTIONS QTY DESCRIPTION PRICE EXTENDED 40 Tledowns Into dirt $74.30 $2,972.00 6 License fee $92.86 $557.16 6 License transfer fee $60.00 $360.00 In addition to the above quoted prices,customer shall pay wiliams Scotsman any local,state,or provincial federal and/or personal property TOTAL CH ARG E S: $83,461.03 tax or fees related to the equipment or its user.Physical Damage and commercial Ilabllity Insurance coverage are required beginning on the date of delivery. - Williams Scotsman is not responsible for changes required by local code or building Inspectors.Customer Is responsible for locating and marking underground utilities prior to deliver.Quote assumes a level site with dear access. Pago:'I of 2011-11 EXHIBIT B I � 0 O � D T v 3 m z b Oz m O „„7" I 7. rL�y 1 m Z � y�O A z m y m Ul egg^ z O c o m C) z OOfi ° m � OOc n o ym � O x �o .0 O 2 0O 20M P zz Dy< m. ym i oy 0 .go yip �� d opx O� 4 �n D r p Z Z v_ MM Z z°m M4 OF 00 Dp — NO x o m __ Om y0 m O Z --- I _ n y T1 . , m ' m N - O v � � 0 K 0 D r s _ o i 2011-11 EXHIBIT B n O or O N V 3 A Z m m 00 C) �m a 5,o m a m d v m m C z N�N N 2 0 m .0 m m AA U em= O °z �c o m 0 Il'-10" TYP. MOD. SIZE A ©F T O ti m f=0 �mti 2 AN C, 0 o z� I I I $�Z O Dr N< m� 2 O>Z mgo T8 N C T r C pcA Or pAD Q> t= zo eee I I I I N Z Z i. To G) o Dp N T N ti OA O O 0. N= 0 O I I m pQ 0 Z S I L n o m z A < I A R1 I I � I I' — p A D 0 o O (n n m 1 O 3 m O i RESOLUTION NO._____ 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY 3 OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A VENDOR SER VICE AGREEMENT AND ISSUANCE OF A PURCHASE ORDER IN THE 4 AMOUNT OF $86,678.22 BETWEEN THE CITY OF SAN BERNARDINO AND 5 WILLIAMS SCOTSMAN, INC. FOR THE PURCHASE AND INSTALLATION OF MODULAR BUILDINGS AT AL GUHIN PARK PER CAPITAL IMPROVEMENT 6 PROGRAM PROJECT PR04-28; AND REPEALING RESOLUTION 2010-363. ! 7 WHEREAS, on September 21, 2009 the Mayor and Common Council authorized the I g Director of Development Services to proceed with issuing a Request for Proposals for site 9 development planning prior to the placement of a modular unit at Al Guhin Park, and; 10 ' 11 WHEREAS, Williams Scotsman Inc. will provide modular units that are unique and 3 12 significantly reduced in cost as used materials; however to be fully renovated, retrofitted, and 13 repurposed for City use; and Williams Scotsman Inc. had submitted an addendum to the 14 agreement approved by resolution 2010-363, and 15 WHEREAS, the term of the Agreement shall be from February 1, 2011 through June 16 3 17 30, 2011. 18 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE 19 CITY OF SAN BERNARDINO AS FOLLOWS: 20 SECTION 1. The City Manager of the City of San Bernardino is hereby authorized to 21 execute on behalf of said City an Agreement between the City of San Bernardino and Williams 22 Scotsman, Inc., a copy of which is attached hereto, marked as Exhibit "A", and incorporated 24 herein by this reference as fully as though set forth at length. 25 SECTION 2. That pursuant to this determination the Director of Finance or her 26 designee is hereby authorized to issue a purchase order to Williams Scotsman, Inc. in the 27 amount of$86,678.22 for FY 10-11. 28 1 1 2 RESOLUTION NO. 3 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A VENDOR 4 SERVICE AGREEMENT AND ISSUANCE OF A PURCHASE ORDER IN THE 5 AMOUNT OF $86,678.22 BETWEEN THE CITY OF SAN BERNARDINO AND WILLIAMS SCOTSMAN, INC. FOR THE PURCHASE AND INSTALLATION OF 6 MODULAR BUILDINGS AT AL GUHIN PARK PER CAPITAL IMPROVEMENT PROGRAM PROJECT PR04-28; AND REPEALING RESOLUTION 2010-363. 7 8 SECTION 3. The authorization to execute the above referenced Purchase Order and 9 Agreement is rescinded if it is not executed by both parties within sixty(60)days of the passage 10 of this resolution, and 11 Section 4. That Resolution No. 2010-363 adopted on November 1, 2010 is hereby 12 repealed. 13 14 15 16 /// 17 18 19 20 21 22 23 24 25 26 27 28 -.. 7x 77 7_ .f.._ _ .r ww= - 1 RESOLUTION NO. 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY 3 OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A VENDOR SERVICE AGREEMENT AND ISSUANCE OF A PURCHASE ORDER IN THE 4 AMOUNT OF $86,678.22 BETWEEN THE CITY OF SAN BERNARDINO AND 5 WILLIAMS SCOTSMAN, INC. FOR THE PURCHASE AND INSTALLATION OF MODULAR BUILDINGS AT AL GUHIN PARK PER CAPITAL IMPROVEMENT 6 PROGRAM PROJECT PR04-28; AND REPEALING RESOLUTION 2010-363. 7 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 8 Common Council of the City of San Bernardino at a meeting thereof, held on the 9 day of , 2011, by the following vote,to wit: 10 11 Council Members: AYES NAYS ABSTAIN ABSENT 12 MARQUEZ 13 DESJARDINS 14 BRINKER 15 SHORETT 16 KELLEY 17 18 JOHNSON 19 McCAMMACK 20 21 Rachel Clark, City Clerk 22 The foregoing resolution is hereby approved this day of , 2011. 23 24 ?5 Patrick J. Morris, Mayor City of San Bernardino 26 Approved as to Form: 27 28 James F. Penman, City Attorney . . - 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 nd in the best interest of the CITY to contract for purchase,delivery, and installation of modular a 1 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" i 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. 1 Exhibit "A" i I ' C 3. TERM; TERMINATION. The term of this agreement shall be from February 1, 2011 through June 30, 201 l.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. Alow 2 i I 5. INSURANCE. While not restricting or limiting the foregoing, during the term of this Agreement and 4 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 1 file evidence of said policies with the CITY's Risk Manager prior to undertaking any work under 1 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 `l 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 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 i I I i 6 1 11. ASSIGNMENT. VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or j 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 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. r 6 i I i 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: EXHIBIT B SCOTSMAN WILLIAMS SCOTSMAN TJSEDSALE ADDENDUM TO CITY OF SAN BERNARDINO VENDOR SERVICE AGREEMENT ,%J(�bjjc�)fficcK-.Stmpe PrOdWs AM Mmr. WS CONTRAC T#69155�2 (.L2/29/Z 1 Q-) followring terms shall apply to Vendor Service Agreement issued to Willimas Scotsman,Inc. for the sale of Equipment. I.Title to Equipment- Buyer agrees to purchase the Equipment from Seller. Seller 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 from Seller to Buyer only after Buyer has paid to Seller in good funds the Total Pui-chase Price. Documents of title, if any, related to the Equipment will be provided to Buyer thirty (30) days after Total Purchase Price has been received.by Seller. 2. Condition of_Equipment: The Equipment as described in this Agreement is being purchased in used condition. Tlie Equipment is being sold "AS I'S, WHERE IS," WITHOUT ANY WARRANTIES WHATSOEVER EITHER EXPRESS OR IMPLIED. 3. Risk of Loss: Further 1,ig_bifity: 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 Seller 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. PerfoniianceL_Rcmedies: If Buyer fails to pay the Total Purchase Price or any other payment due hereunder as or when due. or fails to perform any other term and condition of this agreement. then Such failure shall constitute an Event of Default. If an Event of Default occurs, Seller may do any or all of the following: (1) terminate this Agreement; (2) repossess any or all of the Equipment and tiring an action against Buyer for any deficiency 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'fees, incurred in the enforcement of this Agreement. 5. Miscellaneous: (a)Time is of the essence with respect to the performance of this Agreement. In.the event of a conflict between this Addendum. and the Vendor Service Agreement, this Addendum shall take precedence, (b) Buyer shall not assign its rights or obligations under this Agreement without the written consent of Seller, (.f)All 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 telefacsimile 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 teleihesimile transmission by Buyer to Seller of this Agreement signed by Buyer shall be deemed to be the original Agreement for all purposcs.111revhved by coo St,ries,igreenumt-Used 4oppient With 1.1d Warranty EXHIBIT B M SPACE BY WILLIAMS SCOTSMAN,INC Quote Number::60911 . ® 11811 Greenstone Avenue Date: October 18,2010 Santa Fe Springs,CA 90670 Expiration: November 17,2010 Phone:(562)903-9200 Ext.44124 SCOTSMAN Fax:(562)903-9210 Toll Free:800-782-1500 Carmen Rivera Sales Representative cjrivera@willscot.com a'If- .r.yA`Z! - Customer: Contact: Ship To: CITY OF SAN BERNARDINO Robert Lennox 300 N"D"STREET 1350 South"E"Street SAN BERNARDINO,CA SAN BERNARDINO,California 92418 San Bernardino,CA 92408`" '"`'""`' 92408 US Phone:(909)384-5160 Fax:(909)384-5031 Email:lennox_ro @sbcity.org L 64x72 Modular(60x72 Box) - PURCHASE PRICE $68,768.75 DELIVERY FREIGHT: $2,004.72 INSTALLATION: $8,798.40 OPTIONS 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 In addition to the above quoted prices,customer shall pay Williams Scotsman any local,state,or provincial federal and/or personal property TOTAL C HARG E S: $83,461.03 tax or fees related to the equipment or Its user.Physical Damage and commercial liability Insurance coverage are required beginning on the date of delivery. Williams Scotsman is not responsible for changes required by local code or building Inspectors.Customer Is responsible for locating and arking underground utilities prior to deliver.Quote assumes a level site with dear access. I I - gym.....-t.��.,_...A. �.��..;..,,,s,.�..a�.�..«.�� •-s :.�-,�sc .' .� _s» ,��...�.�.�...���,.s�.,.�-�.��.���,..;. _«� - ..�> -�°- -""y "ems° ' EXHIBIT � n ® S 2 / k K �% m \ j [ $ « 00 { - 0 O -4 §m$/ oo !2§( C711 C) o ~` ## §� \ — !2k _ \C)m \Z. k1k f � �!) ;\ /\ ! \ {\ §§ � - {] k| k . \ ! _ --- \ \ » § ) / 2 { } �\ § � _ . 2. \ - --- I \ ) \ � 7 \ � . . } \ 2 I $ \ EXHIBIT B y n � y n � D o � 3z { of „> O D m = z N m IVY e�Z� m D>2 O z c o m a o�m INI N pp N �I ypy DD_`2 zO n 2 D N< m l P y�^ OZ N DO 0 a ]1 Q r L O> p zo t3�0 I I _ c N Z° O y m D° H N m�^ om NO �a O °m m° C GeJ A o 8 o Z m D I < I If ° n °n D m m O O � N I I _ O �A � C co Z 0 �rTY✓ 0 K m D v v 0 O i I � i I VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND WILLIAMS SCOTSMAN,INC. I 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. 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. a E 1 i I 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 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 I performed hereunder. i i 3 i i 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 Ado"%" 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 i i i I 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. 6 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 32011 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: EXHIBIT B SCOTSMAN WILLIAMS SCOTSMAN USED SALE ADDENDUM TO `t3,ttcr.)ifi�ti>:• u,r fv?Prnau�t A CITY OF SAN BERNARDINO VENDOR SERVICE AGREEMENT ArulMort 9,5552 02129t2010) Vt�....... 'RAC'1'#G. _._.. ... The following terms shall apply to Vendor Service Agreement issued tv Williams Sootsrrmi,Inc. for the sale of Equipment. I.Title to Equipment: Buyer agrees to purchase the Equipment from Seller. Seller 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 from Seller to buyer only after Buyer has paid to Seller in good funds the Total Purchase Price. Documents of title, if any, related to the Equipment will be provided to Buyer thirty (30) days after,total Purchase Price has been received.by Seller. 2. Condition 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 WHATSOEVER EITHER EXPRESS OR IMPLIED. 3. Risk of Loss: Further Liability: 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 Seller harmless against all losses. damages. liability, casts 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. C 4. Performance: Remedies: If Buyer fails to pay the Total Purchase Price or any other payment due hereunder as or when due, or fails to perform any other term and condition of this agreement. then such failure shall constitute an Event of Default. if att Event of.Default occurs. Seller may do any or all of the tblloMng: (1) terminate this Agreement; (2) repossess any or all of the Fquipment and bring an action against Buyer for anv deficiency to recover the full bencfits 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 casts and expenses. including all attorneys'fees, incurred in the enforcement of this Agreement. 5. Miscellaneous: (a) Time is of the essence with.respect to the performance of this Agreement. In the event of a conflict between this Addendum. and the Vendor Service Agreement, this Addendum shall take precedence. (b) Buyer shall. not assign its rights or obligations under this Agreement without the written consent:of Seller. (.f)All 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 telefacsimile 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 telefaesirnile transmission by Buyer to Seller of this Agreement signed by Buyer shall be deemed to be the original Agreement for all purposes.1111-evised✓ay con lalex a�rerrn nt-Cixd Equipment With Lid 11'arruno- R EXHIBIT B SPACE BY WILLIAMS SCOTSMAN,INC Quote Number:.60911 . ®. 11811 Avenue oats: October 18,2010 Santa Fe a Springs,CA 90670 Expiration: November 17,2010 Phone:(562)903-9200 Ext.44124 SCOTSMAN Fax:(562)903- Toll Free:800.782-782- 1500 Carmen Rivera Sales Representative cjrivera@willscot.com Customer: Contact: Ship To: CITY OF SAN BERNARDINO Robert Lennox 300 N"D"STREET 1350 South"E"Street SAN BERNARDINO,CA SAN BERNARDINO,California 92418 San Bernardino,CA 92406` "'`' 92408 US Phone:(909)384-5160 Fax:(909)384-5031 '..... Email:lennox_ro @sbcity.org 64x72 Modular(60x72 Box) PURCHASE PRICE $68,768.75 DELIVERY FREIGHT: $2,004.72 INSTALLATION: $8,798.40 OPTIONS OTY 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 In addlbon to the above quoted prices,customer shall pay Williams Scotsman any[oral,state,or provincial federal and/orpersonal property TOTAL CHARGES: $83,461.03 lax or fees related to the equipment or its user.Physical Damage and commercial liability Insurance coverage are required beginning on the date of delivery. 'Mlliams Scotsman is not responsible for changes required by local code or building Inspectors.Customer Is responsible for locating and arking underground utilities prior to deliver.Quote assumes a level site with dear access. EXHIBIT B C7 Q C1 70 �7 70 y D D d m a m 31 m m b O D Z m Q z N m p N m D U1 ��mi l Z c i o m O� e yy A � 2 m I�O N ym f i0 s� o m z �. i.n §i o Z OM a� 'o a R y � o ADX -n0 d m OD z Z7 4 r C ti NZ Z zm D� m OA A Zp N= n N y0 AN� O T � 1 ,�i�, '«I o m b z Z m I A 10 f T1 � � m O fD 11 - O (n C7 C Z �i O 9 m D u .D O D r EXHIBIT B C7 C /yam O 0! V n z m W I{ 0I O §m m D H /� y W g 2 fV eyZ� V� g 2 2 O om CD 71•_22" 11•-10" TYP. MAD. SIZE fi o m c gc n m H O \ H P rn AO y AS O �C ZO nog O I I m� z� o yN O A r C A Or Zr 0�e z y - 1 0 m o D2 ti to T N H <OA S or C1 2 J n: El yo I I 8 � � v O O cn i L cn D Z I a � ' �m7 I m D I < I O V O G) D D � m O � N 11 O L n G C Z N O m D O D r 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. 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. 1 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 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 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`B" 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 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 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. 6 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: Q EXHIBIT B WILLIAMS SCOTSMAN i.USED SALE ADDENDUM TO SC 0 T SIN0 AN 41isi�ar UFfac� r rrs-� Pre>dsscs CITI'OF SAN BER'r`ARDINO VENDOR SERVICE AGREE'MEN'T' AM Mow 'CAS CONIRAC II.69i512 11 2129/21110,) The following teens shall apply to Vendor Service Agreement issued to Williams Scotsman,Inc. f,,-)r the sale of Equipment. (.Title to Equipment: Buyer agrees to purchase the Equipment from Seller. Seller 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 from Seller to Buyer only after Buyer has paid to Seller in good funds the Total Purchase Price. Documents of title, if any, related to the Equipment will be provided to Buyer thirty, (30) days after Total Purchase Price has been received.by Seller. 2. Condition of Equipment: The Equipment as described in this Agreement is being; purchased in used condition. The Equipment is being cold "AS IS, WHERE IS," WITHOUT ANY WARRANTIES WHATSOEVER EITHER EXPRESS OR IMPLIED. . Risk of Loss: Further Liability: 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, defbnd and hold Seller 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: Remedies: If Buyer fails to pay the Total Purchase Price or any other payment due hereunder as or when due. or fails to perform any other term and condition of this agreement, then such failure shall constitute an Event of Default. If an Event of Default occurs, Seller may do any or all of the following: (1.) terminate this Agreement; (2) repossess any or all of the Equipment and bring an action against Buyer for any deficiency to recover the full benefits of its bargain under this Agreement; amid (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'fees, incurred in the enforcement of this Agreement. 5. Miscellaneous: (a) Time is of the essence with respect to the performance of this Agreement. In the event of a conflict between this Addendum. and the Vendor Service Agreement., this Addendum shall take precedence. (b) Buyer shall. not assign its rights or obligations under this Agreement without the written consent of Seller. (.f)All 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 telefacsimile signature of Buyer on this Agreement and/or tiny Amendment hereto. Any 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.11/revised b.y coo Stiles Agreement-Used 4mipwnr With Lid Wiirrai;4,(112,70M)j a r EXHIBIT B SPACE BY WILLIAMS SCOTSMAN,INC Quote Number:60911 , !�� ® 11811 Greenstone Avenue Date: October 18,2010 ' Santa Fe Springs,CA 90670 Expiration: November 17,2010 I Phone:(562)903-9200 Ext.44124 SCOTSMAN Fax:(562)903-9210 Toll Free:800-782-1500 I Carmen Rivera Sales Representative cjrivera@wiliscot.com -igilleq. M. Customer: Contact: Ship To: CITY OF SAN BERNARDINO Robert Lennox 300 N"D"STREET 1350 South"E"Street SAN BERNARDINO,CA SAN BERNARDINO,California 92418 San Bernardino,CA 92408` ` rr"° 92406 US Phone:(909)384-5160 Fax:(909)384-5031 Email:lennox_ro @sbcity.org 64x72 Modular(60x72 Box) PURCHASE PRICE $68,768.75 DELIVERY FREIGHT: $2,004.72 INSTALLATION: $8,798.40 OPTIONS 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 In addition to the above quoted prices,customer shall pay Williams Scotsman any local,state,or provincial federal andtorpersonal property TOTAL CHARGES: $83,461.03 tax or fees related to the equipment or its user.Physical Damage and commercial liability Insurance coverage are required beginning on the date of delivery. Williams Scotsman is not responsible for changes required by local code or building Inspectors.Customer Is responsible for locating and arking underground utilities prior to deliver.Quote assumes a level site with dear access. • Pdcu'I; • 6 ` s�i�.a3 '% *�.�.,.6 tee* as��-.�`�r,s-, ..�,.- �,_,�.�. ,,...?�_>��.a._,.x ..�..y..,� _..,E m,x ..._ v.�,_�.._ -..� ». o..,..•..-,,,>- Y ,�. _.,- .�.��...,u .,2 _., .e�... .v���v { � EXHIBIT � n � O J J .. tj tj ail D. » / o � \ m . § 0 22 m w - � ! )$)2 + O �\\� C� }C \ »;q (!| M ~ {)§ /z\ ON � \ -n`/ \\ } k{ \\ k k ¥ ¥ /) El k§ OM §0 77 R \ El � » \ \ } [ � } }__ � f \ � � \ § ? R \ $ / \ % EXHIBIT B n C) y y cn v Z �m m 00 C) O ~ yy D my oo `d.vmm W �2 y w IV N�Z� � n m n c D D `il Z= O c o m 0 71•-Zj. 11'-10" TYP, M00. 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