Resolution No. 8390c
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RESOLUTION NO. 8390
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
AN EQUIPMENT PURCHASE AND PROFESSIONAL SERVICES
AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND
MCMURRAY-STERN, INC. FOR A MOBILE STORAGE SYSTEM
FOR THE POLICE DEPARTMENT
WHEREAS, the Vernon Police Department is interested in
increasing the maximum storage capacity in its evidence room in order
to improve the effectiveness of its operation; and
WHEREAS, the City's Police Department visited several
agencies and sought informal quotes for the purchase of a mobile
storage system to be placed in the evidence room; and
WHEREAS, the Vernon Police Department has determined that
McMurray -Stern, Inc. ("McMurray"), the exclusive south coast
distributor of Spacesaver products, is the only vendor that can provide
the necessary mobile storage system meeting the Department's
specifications and requirements; and
t
WHEREAS, on February 4, 2004, the Finance Committee
considered the recommendation of Bruce V. Malkenhorst, Director of
Finance, dated January 29, 2004, that a contract be prepared for
purchase of the storage system from McMurray -Stern, Inc.; and
WHEREAS, the City Council of the City of Vernon has
determined that, pursuant to the provisions of subsection (a) of
Section 2.27 of the Vernon City Code, it is in the public interest and
necessity to enter into a contract with McMurray for the purchase of
the mobile storage system to enhance services provided to the Vernon
community.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
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CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Equipment Purchase and Professional Services Contract
with McMurray -Stern, Inc., a copy of which is attached hereto as
Exhibit "A" and made a part hereof.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor and the City Clerk to execute said Contract for,
and on behalf of, the City of Vernon.
SECTION 4: The City Council of the City of Vernon hereby
directs the City Clerk, or his designee, to send one fully executed
Contract to:
McMurray -Stern, Inc.
Attn. Matt Denburg, Director of Sales
15511 Carmenita Road
Santa Fe Springs, CA 90670-3039
SECTION 5: The City Clerk of the City of Vernon shall
certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 3rd day of March, 2004.
tL i NIS C. MALBURG, Mayo
ATTEST:
BRUCE V. MALKENHORST, City Clerk
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STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do
hereby certify that the foregoing Resolution, being Resolution No.
8390, was duly adopted by the City Council of the City of Vernon at a
regular meeting of the City Council duly held on Wednesday, March 3,
2004, and thereafter was duly signed by the Mayor of the City of
Vernon.
(SEAL)
BRUCE V. MALKENHORST, City Clerk
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EXHIBIT
VA&
s
1 EQUIPMENT PURCHASE AND PROFESSIONAL SERVICES CONTRACT
2
3 THIS CONTRACT is made, entered into and executed in
4 duplicate originals, either copy of which may be considered and used
5 as the original hereof for all purposes, as of this 3rd day of March,
6 2004, in the City of Vernon, County of Los Angeles, California
7 BY AND BETWEEN THE CITY OF VERNON (hereinafter
8 referred to as `City")
4305 Santa Fe Avenue
9 Vernon, CA 90058
10 AND MCMURRAY-STERN, INC.
(hereinafter referred to as
"McMurray")
11 15511 Carmenita Road
12 Santa Fe Springs, CA 90670-5609
13 RECITALS
14 WHEREAS, the Vernon Police Department needs the services of
15 a vendor to maximize the storage capacity in its evidence room,
16 provide adjustable shelving for varying sizes of evidence collected,
17 and provide new secure storage units (hereinafter collectively
18 referred to as the "Mobile Storage System"); and
19 WHEREAS, McMurray prepared a proposal dated May 28, 2003,
20 for the provision of a Mobile Storage System and a one-year scheduled
21 maintenance plan (hereinafter referred to as the "Proposal"), a copy
22 of which is attached hereto as Exhibit "A" and made a part hereof; and
23 WHEREAS, McMurray is the exclusive distributor of Spacesaver
24 products; and
25 WHEREAS, McMurray represents that it is qualified, properly
26 licensed and capable of furnishing the Mobile Storage System and
27 performing the installation services that the City requires as set
28 forth in the Proposal and is willing to do so on the terms and
I conditions set forth below; and
2 WHEREAS, the City desires to enter into an agreement with
3 McMurray to provide the Mobile Storage System.
4 NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET
5 FORTH HEREIN:
6 1. Scope of Services.
7 McMurray agrees to sell, deliver and install the necessary
8 material and equipment for the Mobile Storage System as set forth and
9 described in detail in the attached Exhibit "A". In the event of a
10 conflict between the Proposal and this Contract, the terms of this
11 Contract shall prevail.
12 2. Time of Performance.
13 McMurray' performance as identified herein shall commence
14 upon the full execution of this Contract and shall be completed by
15 McMurray pursuant to the terms of the Proposal. If delivery and/or
16 installation of the Mobile Storage System is not completed within this
17 time period set forth in the Proposal, the City shall have the option
18 of canceling this Contract in order to proceed with the purchase
19 and/or installation of the equipment from another vendor, if one can
20 be located, or extending the completion date. The completion date may
21 be extended by the City at its sole discretion for an additional
22 thirty (30) days, or such other time as the parties may agree.
23 3. Price.
24 The total amount to be paid to McMurray for the Mobile
25 Storage System, as described in the Proposal, shall not exceed the sum
26 of Forty -One Thousand Five Hundred Twenty -Two Dollars and No Cents
27 ($41,522.00), taxes and freight included.
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1 4. Payment Terms.
2 City agrees to pay fifty percent (500) of the total cost
3 upon the placement of the order with McMurray and the remaining fifty
4 percent (50o) of the total cost within thirty (30) days after City's
5 receipt and acceptance of the Mobile Storage System and an invoice
6 from McMurray.
7 5. Change and Extra Services. City reserves the right to
8 request changes in the equipment design, delivery dates, or additions
9 to or deletions from the Mobile Storage System purchased from
10 McMurray. All such changes shall be incorporated in written change
11 orders executed by City and McMurray and shall specify the changes
12 ordered and the adjustment of prices, delivery schedules and
13 warranties. Any equipment or services added under this section shall
14 be executed under all applicable conditions of this Contract. No
15 claim for additional compensation or extension of time shall be
16 recognized unless contained in a duly executed change order.
17 6. Termination. This Contract may be terminated by the
18 City without cause on ten (10) days written notice to McMurray. In
19 the event of such termination by the City, McMurray shall be entitled
20 to only the compensation earned by it prior to the date of the
21 termination notice, plus compensation for necessary work performed
22 during the ten (10) day notice period and authorized in the
23 termination notice.
24 7. Cancellation/Default. In the event that McMurray
25 commits a breach of a material condition of this Contract, City shall
26 notify McMurray in writing of said breach and if McMurray has not
27 cured or begun reasonable efforts to cure after fifteen (15) days of
28 receipt of said notice, and fails to diligently pursue corrective
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1 action, City shall have the right to cancel this Contract for cause
2 based on McMurray's default. McMurray shall be responsible for any
3 direct costs due to City's re -procurement of the equivalent of the
4 equipment or services cancelled from McMurray.
5 8. Confidential Information.
6 A. Access to Confidential Information. City may
7 provide McMurray and/or its subcontractor with, or allow McMurray
8 access to, certain information not available to the public concerning
9 City, or businesses located in City. The information may include
10 company information, taxes, sales, value of assets, or other such
11 information. All such information shall be known as "Confidential
12 Information" and may not be used to circumvent the responsibility of
13 either party to this Contract.
14 B. No Disclosure. Except as expressly permitted,
15 McMurray and/or its subcontractor shall not disclose, permit the
16 disclosure of, release, disseminate, or transfer, whether orally or by
17 any other means, any part of such Confidential Information to any
18 other person or entity, whether corporate, governmental, or
19 individual, without the express prior written consent of an authorized
20 representative of City. McMurray and/or its subcontractor shall return
21 any written Confidential Information and all copies made of such items
22 to City upon City's written request, but in any event not later than
23 the date that McMurray has performed all services to be performed
24 pursuant to this Contract. McMurray hereby agrees that such
25 Confidential Information and any documents provided may be used by
26 McMurray and/or its subcontractor only as authorized by the City.
27 McMurray shall include a contract provision in its contract with
28 subcontractors that binds the subcontractors to this non -disclosure
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I requirement. McMurray shall take reasonable measures to avoid any
2 disclosure of any such Confidential Information to any unauthorized
3 person.
4 C. Court Ordered Disclosure. McMurray shall
5 immediately notify City of any court order or subpoena requiring
6 disclosure of Confidential Information, and shall cooperate with
7 City's legal counsel in responding to any such order or subpoena.
8 McMurray may only disclose Confidential Information required to be
9 disclosed pursuant to court order or subpoena after legal counsel has
10 exhausted any lawful and timely appeal or challenge.
11 D. Remedies. In addition to any other remedies that
12 it may have at law or in equity, City shall be entitled to a temporary
13 and permanent injunction by a court of competent jurisdiction against
14 any breach or threatened breach of the Confidential Information
15 provisions of this Agreement. McMurray acknowledges that in case of
16 such breach or threatened breach of said provisions, City would have
17 no adequate remedy at law.
18 9. Warranties. McMurray warrants title to the equipment
19 purchased hereunder and any part thereof to be free of any claim of
20 any security interest, lien or any encumbrance. McMurray also
21 warrants that the equipment will be delivered new and shall be free
22 from defects in material and workmanship. McMurray agrees to provide
23 the following: (1) a lifetime warranty for non-moving/structural
24 components; (2) a five year warranty for moving parts and electrical
25 components (which includes one preventative maintenance visit during
26 the first year); and (3) a one year labor and material warranty to
27 begin upon the City's acceptance of the Mobile Storage System. In
28 addition, all manufacturers' warranties, and any other warranties made
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I applicable by law, shall apply to the City's purchase of the materials
2 and labor provided by McMurray.
3 10. Compliance with Laws. McMurray shall strictly observe
4 and comply with all applicable federal, state, and local laws,
5 ordinances and regulations governing this sale, including but not
6 limited to any permit or license requirements of the United States
7 Department of Commerce, as well as any laws of the United States of
8 America.
9 11. Governing Law. The validity, interpretation and
10 performance of this Contract shall be controlled and construed under
11 the laws of the State of California.
12 12. Forum Selection. Any action brought relating to this
13 Contract shall be brought and held exclusively in a State Court in the
14 County of Los Angeles, California.
15 13. Notices. Notices to the parties, unless otherwise
16 requested in writing, shall be sent to:
17 City: THE CITY OF VERNON
ATTN: BRUCE V. MALKENHORST
18 CITY ADMINISTRATOR
4305 SANTA FE AVENUE
19 VERNON, CA 90058-0805
20 McMurray: MCMURRAY-STERN, INC.
ATTN: MATT DENBURG, DIRECTOR OF SALES
21 15511 CARMENITA ROAD
SANTA FE SPRINGS, CA 90670-3039
22
23 14. General Provisions.
24 A. Independent Contractor. At all times during the
25 term of this Contract, McMurray shall be an independent contractor and
26 shall not be an employee of the City. The City shall have the right
27 to control McMurray only insofar as the results of McMurray' services
28 rendered pursuant to this Contract; however, the City shall not have
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I the right to control the means by which McMurray accomplishes services
2 rendered pursuant to the Contract except to the extent that such
3 services involve the use of City property or Confidential Information.
4 B. McMurray Not Agent. Except as the City may
5 specify in writing, McMurray shall have no authority, express or
6 implied, to act on behalf of the City in any capacity whatsoever as an
7 agent. McMurray shall have no authority, expressed or implied,
8 pursuant to this Contract to bind the City to any obligation
9 whatsoever.
10 C. Indemnification. McMurray shall indemnify,
11 defend, protect and hold the City and its officers, agents and
12 employees, free and harmless from and against any and all claims,
13 demands, losses, damages, liabilities, fines, charges, penalties,
14 orders, judgments and all costs and expenses incurred in connection
15 therewith, including reasonable attorney's fees and costs of defense
16 arising out of or attributable to the negligent or wrongful acts of
17 McMurray or its subcontractors, employees or agents in the performance
18 of services under this Contract, except to the extent arising from or
19 caused by the sole negligence or willful misconduct of the City, its
20 officers, agents or employees.
21 D. Insurance. McMurray agrees to provide insurance
22 in the amounts and forms specified in Exhibit "B," which is attached
23 hereto and made a part hereof by reference. Comparable coverage shall
24 be provided for each subcontractor used in the performance of this
25 Contract. McMurray shall submit to the City documentation indicating
26 compliance with these minimum requirements no less than one (1) day
27 prior to the beginning of performance under this Contract. McMurray
28 shall not commence performance of its services under this Contract
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1 until the above insurance has been obtained and proof of insurance has
2 been filed with and approved by the City.
3 E. Assignment and Subcontracting Prohibited. No
4 party to this Contract may assign or subcontract any right or
5 obligation pursuant to this Contract except as especially and
6 specifically provided for in the Proposal or with the express written
7 consent of the other party. Any other attempted or purported
8 assignment of any right or obligation pursuant to this Contract shall
9 be void and of no effect.
10 F. Entire Agreement. This Contract constitutes the
11 complete and final expression of the agreement of the parties and is
12 intended as a complete and exclusive statement of the terms of their
13 agreement and supersedes all prior and contemporaneous offers,
14 promises, representations, negotiations, discussions, communications
15 and agreements which may have been made in connection with the subject
16 matter hereof. All exhibits are incorporated by reference. McMurray
17 represents that in entering into this Contract it has not relied on
18 any previous representations or understandings of any kind or nature.
19 G. Partial Invalidity. Wherever possible, each
20 provision hereof will be interpreted in such manner as to be effective
21 and valid under applicable law, but in case any one or more of the
22 provisions contained herein will, for any reason, be held to be
23 invalid, illegal or unenforceable in any respect, such provision will
24 be ineffective to the extent, but only to the extent of such
25 invalidity, illegality or unenforceability without invalidating the
26 remainder of such provision or provisions or any other provision
27 hereof, unless such a construction would be unreasonable or contrary
28 to the parties' intent as expressed in this Contract.
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I H. Risk of Loss. Risk of loss or damage shall pass
2 to the City upon installation and acceptance by the City.
3 I. Benefit of Agreement. This Contract shall bind
4 and benefit the parties hereto and their heirs, successors, and
5 permitted assigns.
6 J. Waiver. Any waiver at any time by either party of
7 its rights with respect to a default under this Contract, or with
8 respect to any other matters arising in connection with this Contract,
9 shall not be deemed a waiver with respect to subsequent default or
10 other matter.
11 K. Amendment. All changes or modifications to this
12 Contract shall be in writing stating that it is an amendment to this
13 Contract and shall be signed by both parties or their duly authorized
14 agents. This Contract shall not be modified through course of
15 dealing, usage or trade.
16 L. Force Majeure. Neither Party shall be considered
17 to be in default in any of its obligations under this Contract when a
18 failure of performance shall be due to an uncontrollable force. The
19 term "uncontrollable force" shall mean any cause beyond the control of
20 the party affected, including, but not restricted to, flood,
21 earthquake, storm, fire, lightening, epidemic, war, riot, civil
22 disturbance or disobedience, labor dispute, labor material shortage,
23 sabotage, federal, state, or municipal action, statute, ordinance, or
24 regulation, embargoes of the United States Government or any other
25 government, which by exercise of due diligence such party could not
26 reasonably have been expected to avoid and by exercise of due
27 diligence has been unable to overcome. Either party,rendered unable
28 to fulfill any of its obligations under this Agreement by reason of an
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uncontrollable force, shall give written notice within five (5)
business days of such fact to the other party and shall exercise due
diligence to remove such inability with all reasonable dispatch.
IN WITNESS WHEREOF, the parties have caused this Contract to
be executed by and through their authorized officers on the date,
month and year first written above.
ATTEST:
BRUCE V. MALKENHORST, City Clerk
APPROVED AS TO FORM:
ERIC T. FRESCH, City Attorney
By:
CITY OF VERNON
LEONIS C. MALBURG, Mayor
By:
Title.
By:
Title.
MCMURRAY-STERN, INC.
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EXHIBIT
AV
MCM Hrayi-Stern
1J—lik, i—
Burt C. Gentle Co., Inc.
15511 Carmenita Road
Santa Fe Springs, CA 90670-5609
p (562) 623 3000 f (562) 623 3039
w mcmurraystern.com
Wednesday, May 28, 2003
Officer Mason Chancey
Vernon Police Department
4305 South Santa Fe Avenue
Vernon, CA 90058
DESIGN SOLUTIONS
FOR STORAGE,
FILING & LIBRARIES
Reference: Proposal # 6552
Dear Officer Chancey:
T'Y
On behalf of McMurray Stem, we would like to thank you for allowing Bill McMurray, Jr. to present this
proposal. The proposed solutions have been specifically selected and tailored to meet your unique
needs.
With our proposal, we are committing all our resources and experiences gained over the past 22 years.
We value the opportunity to present our capabilities, and we look forward to becoming a sustaining
resource for Vernon Police Department
If you have any questions regarding this proposal or our ability to serve you, please call. Again, thank
you for your consideration.
Sincerely yours,
Matt Denburg
Director of Sales
CLIENT NEEDS AND SOLUTIONS ANALYSIS
Bill McMurray, .Jr. of McMurray Stem visited the evidence .department of Vernon Police Department. To
determine the in-depth needs of Vernon Police Department, a series of interviews were held to ascertain
the goals, objectives, opportunities and challenges facing the company.
Meetings were conducted with:
Officer Mason Chancey
Lieutenant Michael Gillman
Having ascertained the needs from Vernon Police Department's point,of view, a hands-on physical survey
and analysis was conducted of the evidence department. Based on the data gathered, it has been
determined that the needs of Vernon Police Department are as follows:
• Maximize storage capacity in existing evidence room
Provide consistent storage methodology for evidence collection
• Provide adjustable shelving for varying evidence sizes
• Provide hinged locking doors as required for secure storage
The identified needs were presented to the McMurray Stem design team for input in determining the best
solutions for Vernon Police Department. In anticipation of a contract with Vernon Police Department,
these solutions have also been presented to the McMurray Stem Project Management Team in order to
ensure that the implementation of the solutions can be accomplished with minimal disruption to your daily
operations in the established time frame. Based on these reviews, McMurray Stem is pleased to offer the
following solutions for your immediate consideration and approval.
Provide design and build services for high -density mobile storage system
o Provide four -post style shelving to allow flexibility and options for future
accessories and/or reconfiguration
• Shelving units to be 42" wide x 16" deep x 80 %" high with five (5)
adjustable openings per unit
■ Shelving to have solid side and back panels at all locations
• Shelving to be vertically adjustable on 1 %" centers
o System to allow for up to 450 boxes (based on a 13" wide x 16" deep x 14"
maximum box size, alternate box sizes may require vertical readjustment of shelf
spacing)
o Provide three (3) sections with full height keyed hinged locking doors for secure
storage
o Mobile system to include in -rail seismic anti -tip devices
o Mobile system to include 1" fire retardant floor material
o Mobile system to include A.D.A. compliant ramp, aisle and handle access
o Mobile system to include three -armed ergonomic handles with external chain
tensioning devices
Provide two (2) secure mobile wire storage carts
o Cart dimensions to be 40 3W wide x 27 %"
deep x 68 W overall height
• Units to include 5" polymer casters
■ Units to include three (3) adjustable
intermediate shelves
• Units to be finished in chrome
• Provide one (1) mobile garment storage cabinet
o Unit to be 60" wide x 28" deep x 8'-O" in
overall height
o Unit to be placed on heavy-duty caster base
o Unit to have two (2) upper compartments at 30" wide x 44" high
o Unit to have two (2) lower compartments at 30" wide x 40" high
o All compartments to have hinged locking doors
o Unit to be finished in powder coat
Provide one (1) heavy-duty mobile utility wire cart
o Unit to be 60" wide x 50" deep x 73 W overall height
o Unit be comprised of two (2) 60" wide x 24" deep units mechanically attached
side by side
a Units to have three (3) adjustable tiers
o Units to be on heavy-duty caster bases with 2,000# capacity
To assure close coordination and achieve your desired goals, the project will be assigned a Project
Management Team to coordinate and implement all the resources required. Each team member will be
assigned specific responsibilities ranging from attending construction meetings to verifying field
dimensions. Project control under the supervision of our Project Manager assures Vernon Police
Department a timely, accurate and hassle -free installation.
To minimize the disruption to Vernon Police Departments daily operation, McMurray Stem will receive
material at our warehouse and inspect shipment for damage and completeness. McMurray Stem's
warehouse facility also provides local inventory for any additional project needs or future service
requirements.
Once the site has been prepared, McMurray Stem crews will work to minimize disruption of the workflow.
These crews are comprised of only McMurray Stem factory -trained employees and the work is performed
under California License No. 469217 as set forth by California Law, B & P Code, Section 7026, Division 3,
Chapter 9.
During the warranty period, McMurray Stem will perform scheduled maintenance and inspections. This
coupled with McMurray Stem's commitment to employ factory -trained installers and service technicians
contribute to the long term, trouble -free operation that Vernon Police Department expects.
McMurray Stem will provide unlimited training to all potential users so they may understand how to
operate the installed equipment safely and effectively. As well, McMurray Stem will provide training on
basic trouble -shooting and remedial maintenance techniques to your
assigned maintenance personnel.
INVESTMENT
The price of the programs, systems and products detailed in this proposal, tailored to the unique needs of
Vernon Police Department and available through December 30, 2003 is:
I
One (1) High Density Mobile Storage System: $27,950.00
Optional VCT floor covering for above: 0
0 . $440
Two (2) secure win: security carts: $440
One (1) mobile garment storage cabinet: $, 233400
.00
One (1) mobile utility shelf cart: $1,842.00
i
Payment Terms: 50% deposit with order, 50% due upon completion
Fire & Life Safety Items_ Included:
Seismic longitudinal shear panels Included
Provides added structural strength in the longitudinal direction. Shelving without seismic
longitudinal shear panels is more likely to fail during an earthquake.
Seismic lateral shear panels Included
Provides added structural strength in the lateral direction. Shelving without seismic lateral
shear panels is more likely to fail during an earthquake.
31132" Fire -Retardant Plywood Sub Floor Included
Required to meet 1997 UBC / 1998 CBC Section 708.2.1#6.
Standard Items Included:
Applicable California State Sales Taxes Included
Freight Charges Included
All freight charges from the point of manufacture, to our receiving facility.
Receiving at our facility Included
Materials are unloaded, inspected and staged for delivery to jobsite.
Material delivery to jobsite Included
Materials are delivered to the jobsite as. needed to minimize disruption of operations
and to avoid "Trade Stacking'.
Installation Included
Installation crews are McMurray Stem uniformed, factory -trained and bonded employees.
After hours installation is available at no extra charge.
Union labor Included
Southern California Carpenter's Union Local 409.
Removal of all debris and clean-up Included
Upon completion of installation, all packing materials and other debris are removed
from the jobsite and hauled away.
Warranty & 1-year scheduled maintenance Included
To insure long -tens trouble -free operation. Non-moving/structural components carry a lifetime
warranty. Moving parts and electrical components carry a 5 year warranty. Warranty also
covers any required service labor for one year. Moveable systems include one preventive
maintenance visit during the first year. Extended warranty and scheduled maintenance
contracts are available upon request.
User training on system operation
Unlimited training to all potential users to insure safe and efficient system operation. Included
Training on basic trouble -shooting and remedial maintenance techniques is also provided
to Client's assigned maintenance personnel.
Optional Items for Consideration:
Optional Permit Services
In jurisdictions that require a construction permit for installation of shelving or movable $2,500.00Actual permit and
cabinets in excess of 69" in height (1997 UBC / 1998 California Building Code, Section 106.2), plan check fees
McMurray Stern can provide permit services. If Permit Services are ordered, McMurray Stem to be prepaid and
I will obtain structural and seismic calculations (stamped by a licensed structural engineer) added to final
for the proposed systems. In addition, McMurray Stem will submit this documentation to the invoice.
appropriate regulatory agency to obtain.the necessary permits.
Optional Waiver of Subrogation
If a Waiver of Subrogation is required for the proposed installation, 'I % of Total
® $
the cost of the Waiver is the responsibility of the Client.
Important Scheduling Considerations
If your facility is under construction, work by other subcontractors may affect the installation of your storage system.
If your scheduled installation date needs to be changed, contact McMurray Stem 48 hours prior to the installation
date to prevent unnecessary trips and costs. An additional $480 will be assessed for scheduling changes less than
48 hours prior to the scheduled installation date. If postponement occurs the day of the scheduled installation, a
$960 charge will be assessed. McMurray Stem is not responsible for any delays or postponement of installation.
The State has determined that any person who purports to have the capacity to undertake or submits a
bid to construct these types of structures must be licensed pursuant to Contractor's License Law (B & P
Code, Division 3, Chapter 9).
CALIFORNIA STATE CONTRACTOR LICENSE NUMBER 469217
CRITICAL PATH
'NkNk' McMurrayl_ Stern
THE STORAGE SOLUTIOMS G R O U P-
15511 Carmenita Road
Santa Fe Springs, CA 90670
p (562) 623-3000 f (562) 623-3039
To: Vernon Police Department
4305 South Santa Fe Avenue J
Vernon, CA 90058
DEPOSIT
JNVOI'CE
Invoice #: P6552
Invoice Date: 05/28/02
.Description Price
50% deposit for products and services outlined in
Proposal #«ProposalNumber»
Total Contract Amount: $Total of all options
Please note: Customer deposit is required before purchase orders will be issued.
McMurrayr, Stern
THE STORAGE SOLUTIONS GROUP..
AGREEMENT
THIS AGREEMENT, made this day of
by and between
"'ouyer', and McMurray Stem, Santa Fe Springs, California, hereinafter called
That for and in consideration of the payments and agreements /her*to be made and performed by the Buyer, McMurray Stern herebcommence and complete the construction described as follows
herein called
Stern".
:r mentioned,
with the Buyer to
Hereinafter called the "Project', for the su of $ and all work in
connection therewith, as stated in and d iled on Drawing No. , all of which
including the terms on the reverse sid ereof constitute the Agreement.
Schedule of payments to be made the Buyer to McMurray Stem as follows:
50% of contract amoun ue with contract
50% of contract amo nt due upon completion or use
Time is of the essence as to this reement, however, this duty to perform is contingent upon buyer
making timely payments to McM rray Stem in accordance with payment schedule.
I have read and understand d by signing below represent that I Agree to the terms contained herein
and each of them including a terms contained on the REVERSE side hereof. I understand that this
agreement is negotiated tween the parties and that any ambiguity of the terms contained herein shall
not be attributed to one rty or the other.
SO AGREED.
BUYER
Signature
lFitle
1551 1 Carmenita Road ■ Santa Fe Springs, CA 90670-5609 ■ Telephone: (562) 623-3000 0 Facsimile: (562) 623-3039
TERMS AND CONDITIONS FOR PRODUCTS, SYSTEMS .AND INSTALLATIONS
1. GENERAL: These terms and conditions shag apply to sales from McMurray Stem to Buyer and to any quotation by McMurray Stem for sales. These
terns and conditions stag not be superseded by any terms and conditions in Buyer's order except as otherwise specific* agreed in writing executed by
all parties to this agreement The paragraph headings contained herein are for purposes of reference only and are not to be considered in the
interpretation of any clauses contained herein. This agreement may be executed in counterpart and a copy of this agreement shall be as binding as is the
original.
2 ENGINEERING DATA: The proposal drawings and/or specfications of any quotation are confidential engineering data, and represent McMurray Stem's
investrtnent in engineering slag and development, and remain the property of McMurray Stem. Such are submitted with the understanding that the
information will not be disclosed or used in any manner detrimental to McMurray Stem. AN specifications and dimensions of proposal drawings are
approximate, and are subject to changes during detailed engineering.
3. DELIVERY: Installation or delivery date is approximate. McMurray Stem shag not be liable for delays in or failures of defivery due to changes requested
by Buyer, or causes beyond its control. If shipment is delayed at the request of Buyer, payment shag be made by Buyer as through shipment had been
made as specified and for any expenses incurred by McMurray Stem due to Buyers request in delaying shipment
4. SPECIALS: Special items not considered as standard inventory by McMurray Stem and/or manufactured by McMurray Stem to Buyers specifications or
job requirements, wig becomme the sole property of the Buyer and will not be accepted for return.
DY u
aricenation fee not toex
7. CONSTRUCTION AREA: Buyer shall provide McMurray Stem with a free and dear construction site. AN material and/or construction shag be removed
from the area. Buyer will furnish McMurray -Stem with adequate electrical power to efficiently operate the power tools required for the installation.
8. UNLOADING, SPOTTING AND STORAGE: Buyer shag provide McMurray Stem with adequate unloading facilities. and sufficient access to same to
insure McMurray Stem's efficient unloading procedure. Adequate aisles shag be provided by the Buyer to provide efficient handling of the materials from
the unloading of storage area to construction site.
if, i into rfM'
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11. COMPLETION: Installation shag be deemed completed upon acceptance or use of any equipment by Buyer.
12 FLOORS: Buyer is responsible for the bad bearing capacity of the Ibor upon which the proposed installation shag be constructed. If McMurray Stem is
not the contractor for the installation of the floor covering, Buyers floor covering contractor is responsible for coordinating floor -covering installation after
McMurray Stem installs system rail and floor.
13. SURVEYS, PERMITS AND REGULATIONS: Buyer shag procure and pay for all permits andlor inspections required by any governmental authority for
any part of the work performed by McMurray Stem, except as otherwise stated.
14. TESTING: AN material and equipment for testing the installation shag be provided at Buyers expense. At the time when McMurray Stem states to the
Buyer that the work is complete, the Buyer win inspect the work and I the work is in conformity with the terms and provisions of the proposal, the Buyer
shag accept the same and deliver to McMurray Stem a signed statement of acceptance. If the Buyer declines to sign such a statement, then the Buyer
shag immediately inform McMurray Stem in writing of the reasons for such declination. If the Buyer fails to so notify McMurray Stem of if the Buyer fails
to make such inspection the work shag be conclusively deemed to have been accepted by the Buyer.
15. OVERTIME: This agreement is based on normal eight hour working day and no provisions have been made for overtime or shift premium pay.
LADING ARBITRATION: Any controversy arising out of payment under this agreement or performance of the obligations set forth i G1f t
Or 0Yft*W4QY regarding the Interpretation of this contract or any subcontract or sub -subcontract stag be resolved ng arbitration
except as provid is Law for judicial review of arbitration proceedings. Owner, wntractor, and ctors and sub -subcontractors are
bound, each to the other, by t nr ' ' clause, provided such party has signed this contrail ned another contract which incorporates this
contract by reference, or signs any other t to be bound by this arbtration cla ding arbitration shag be in accordance with the
applicable rules of the American Arbitration Assocla are in effect at demand for arbitration is filed under those rules. Any dispute
arising out of this agreement shag be determined under the la of Cafifortmia and shag be versed in the County of Los Angeles. Should any
party refuse or neglect to appear or participate,�faith, Illsthe arbitrator is empowered to decioe the controversy in
accordance with whatever evidence is presentehorized to aw as ty or parties such sums as he shag deem proper for the
time, expense and trouble of arbitration. This (a) any dispute which is itted by California Law to be resolved by way of
banding arbitration, (b) a judicial or foreclosure or other proceeding to enforce a deed of trust, e, or installment land sale contract as
defined in Civil Code s C) the filing or enforcement of a mechanic's Tien or (d) any matter that is in fiction of the probate or small
claims �cou�rtlfany a courtaction as to any dispute covered by this clause then at the option of the arbitrator a that party shagnot be er atbmeys fees even if that party may otherwise have been entitled under this agreement The filingof a to the f a notice of pending action for order of attachment, receivership, injunction, or other provisional remedies, shag not constitute a
17. ATTORNEYS FEES: In the event that any legal action is initiated regarding the breach of
any terms or conditions of this agreement the prevailing party shall be entitled to receive in addition to any actual damages suffered, their costs and
attorney's fees incurred. F
I�
MC-Murmyl- Stern
THE STORAGE SOLUTIONS G R O U F
WARRANTY
McMurray Stem warrants these product(s) or system(s) to be free from
defects in workmanship and material under normal conditions and used in a
manner for which it was originally designed, for a minimum of (12) twelve
months from the time of acceptance by the user.
Should services be required by reason of any manufacturing defect or
malfunction, McMurray Stern, upon notification, will repair or, at its discretion,
replace the product without charge, subject to:
1. Verification of the defect of malfunction, and
2. Date of Acceptance of product/service.
McMurray Stem service personnel will service Spacesaver High Density
Storage Systems sold and installed by McMurray Stern. During the warranty
period the scheduled service calls and all warranty calls will be made during
established business hours Monday through Friday, excluding all weekend and
holidays.
NOTE: This warranty does not cover any product/system which may have
been damaged by negligence, misuse or accident or which has
been modified or repaired by anyone other than authorized
McMurray Stern service personnel.
15511 Carmenita Road 0 Santa Fe Springs, CA 90670-5609 ■ Telephone: (562) 623-3000 ■ Facsimile: (562) 623-3039
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Low Profile Rail D sin The low -profile design of Spacesaver rail systems is engineered to mount
flush with the finished floor. To ensure a proper match with the rest if their environment, system
decks and ramps can be covered with virtually any flooring material.
AQA Compliant To accommodate the personal limitations of individual users, Spacesaver Mechanical
Assist Systems can be readily configured to comply with all ADA accessibility requirements.
SYSTEM CONTROLS
SOft- T— °uchI9onami_ c_ Ha
_ ndLea Comfort and ease of operation are enhanced by our ergonomically
designed, soft -touch any decor. rotating handles. A variety of optional handle colors are available to match
Safely Locks To enhance user safety, unwanted movement can be prevented by a standard safety
lock control that has a bright visual indicator showing lock status. For additional safety, optional
automatic locks are available which help prevent the system'from being closed on an occupied aisle.
Carriage 5"f lty5weepiara-kg To ensure maximum protection for users and materials being stored,
Spacesaver Mechanical Assist systems can be equipped with an optional carriage safety sweep/brake.
0 Controlled Access Unauthorized access to any or all aisles can be prevented with optional hub
locks which allow individual carriages to be key -locked in closed -aisle position as desired.
13
Uooradable To FI ctri n r ti Spacesaver Mechanical Assist Systems can be designed for
easy upgrading to electrically -controlled operation. In this way, special programmable features
can also be added as your needs change.
SHELVING AND CABINET OPTIONS {
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Wide-- GhW-Of H— oucn__CL2 Almost an
y type of mobile carriages, including your own existing shelving and cabinets housing can be mounted on Spacesaver
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large assortment of shelving optionri Beyond s and storage acessoressic design'ed to -accommodate ver odoffers
virtually
anything you wish to store.
_
cabinets can typically be reconfigured pure oAs yourstorage
to accommodate ,Spacesaver shelving and
Hea_w-D�,+v h I ing Constr ,,+ For added strength, Spacesaver shelving and cabinets are
fabricated using heavy -gauge, cold -rolled steel and extensive) reinforced for increased ri idi
improving their ability to support greater shelf loads. y g
O Wide Array D ian Options A wide range of colors, finishes, and end -panel materials provides
you with design options limited only by your imagination.
Durable Paint Finis►+ c Spacesaver's powder -coat paint finishes are extremely durable, exceeding
the stringent scuff, scratch and chip requirements of the American Library Association.
MOBILE CARRIAGE SYSTEMS
By mounting shelving units and storage cabinets on wheeled carriages that travel on rails, Spacesaver High -
Density Mobile Storage Systems eliminate the need for multiple fixed aisles, freeing floor space for other
more productive uses.
❑ Standard Carriacie Length Spacesaver Mechanical Assist carriages are available in standard lengths
up to 45 feet (13.7m). Greater carriage lengths are. possible, depending on system load factors.
o Load Carving Capacity Each carriage has a minimum load carrying capacity of 1,000 lb. (1500 kg)
per linear foot (meter). Your local Area Contractor can provide weight analyses and offer structural
strategies to accommodate heavier system floor loads.
❑ Flexible Rail Layout, By adjusting rail size, spacing and orientation, floor loads can be optimally
distributed at practical bearing points.
❑ Welded -Steel Uniframe Carriage Spacesaver's welded -steel carriages ensure that all drive train
components retain their alignment, eliminating binding, racking and misalignment of carriage and
shelving. Their rigid, uniframe design has no fasteners to loosen or break.
❑ Hardened Steel Wheels And Rails Carriage wheels and rails are fabricated out of hardened steel
and precision -machined for maximum strength and system life.
❑ One -Piece Structural Rail System Spacesaver's one-piece rail systems have no butt joints or welds.
Their tongue -and -groove design restricts lateral movement and provides greater structural rigidity.
❑ Fully -Grouted Rails All rails are fully supported and grouted to evenly distribute system weight. They
are not installed using shims, which can cause carriage rails to flex and the system to malfunction.
❑ Synchronized Drive System A synchronized drive transmits power to both sides of the carriage, not
just one, providing positive tracking — even with unbalanced loads. Not only are system stability
and performance enhanced, wear is reduced. Line shaft drive is also available.
❑ Flexible GuidanceSyq ms To reduce friction and facilitate smoother tracking, Spacesaver carriages
are available with a variety of guidance systems. Your local Area Contractor will help you select the
system best suited for your application.
❑ Matched Drive Ratios Spacesaver Mechanical Assist carriages can be equipped with a number of
different drive ratios. By appropriately matching the system drive ratio to the load, operation
becomes smooth and effortless. Very little force or exertion is needed to open an aisle.
a
❑ Chain Tensioner To assure the smoothest possible operation, an integrated chain tensioner can be
easily adjusted to fine-tune the carriage drive. This can be accomplished in minutes as a minor
service adjustment, without disassembly of the system.
❑ Recessed Carriage/Welded ShelvingUprights Spacesaver carriages are designed for maximum
stability. Their welded steel uprights and recessed mounting of shelving and cabinets enhance the
structural integrity of the system. Storage housings become an integral part of the carriage, ensuring
that they won't shift position or lose their alignment.
❑ Anti -Tip Protection Built-in anti -tip devices are engineered to comply with the requirements of all
seismic zones, providing an extra measure of system stability and safety — even in areas prone to
earthquakes.
STORE VIRTUALLY ANYTHING, AND DO IT IN LESS FLOOR SPACE
In many applications, Spacesaver High -Density Mobile Storage Systems are three times more
space -efficient than conventional filing and shelving at half the cost.
Regardless of their size, weight or shape, virtually any type and variety of materials can be stored
using a Spacesaver High -Density Mobile Storage System. Not only that, they can be stored in less
floor space, reducing your building lease and construction costs.
Spacesaver is the recognized leader in high -density mobile storage, with more installations than
all other manufacturers combined. We have designed systems to fit almost every situation.
Spacesaver High -Density Mobile Storage Systems have been installed in offices, hospitals, banks,
libraries, schools, museums, archives, factories, warehouses, laboratories, government agencies
and military bases, as well as many other uniquely demanding environments.
Drawing on this vast experience, we provide each customer with a storage solution that is custom -
configured to meet their specific needs. Having designed and installed more than 85,000 successful
mobile systems for customers with a wide range of individual requirements, chances are we have
already solved a storage problem similar to yours.
ASK US FOR PROFESSIONAL ASSESSMENT OF YOUR STORAGE NEEDS
Spacesaver's team of experienced Area Contractors are proven problem solvers who can make an
invaluable contribution to your planning process. For a qualified professional assessment of your
storage needs, don't hesitate to give us a call at 1-800-492-3434. There is no cost or obligation.
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EXHIBIT
III
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s �
I EXHIBIT B
2 INSURANCE SCHEDULE
3 McMurray shall provide proof of insurance, including a standard certificate of insurance, in at least the
following amounts and coverage (combined single limit permitted):
4
I. _Coverage and Limits
5 Bodily jury Property Damage
6 Hazards Each Person Each Accident Each Accident
7 Automobile Liability
Owned Automobiles $ 500,000 $1,000,000 $ 500,000
8 Hired Automobiles $ 500,000 $1,000,000 $ 500,000
Non -Owned Automobiles $ 500,000 $1,000,000 $ 500,000
9 Workers' Compensation $ Statutory
10 Employers' Liability $1,000,000 per employ
11 H. Liabilitv
12 General Liability $1,000,000 $2,000,000 $1,000,000
13 Premises Operations $1,000,000 $2,000,000 $1,000,000
Elevators (if applicable) $1,000,000 $2,000,000 $1,000,000
14 Independent Contractors $1,000,000 $2,000,000 $1,000,000
Products - Completed Operations $1,000,000 $2,000,000 $1,000,000
15 Contractual Liability $1,000,000 $2,000,000 $1,000,000
16 Umbrella Liability $2 000 000 $2,000,000 $2,000,000
1.7 a. The general liability policy shall contain the following special endorsements which shall be noted
on or attached to the standard certificate of insurance:
18
1. An endorsement naming the City of Vernon, its officers, and employees as additional insureds
19 under the policy.
20 2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or
material reduction of coverage.
21 3. An endorsement providing coverage for all operations under this Agreement.
22 4. Such other endorsement as may be required by addendum hereto.
23 b. In addition to the standard certificate of insurance, proof of liability coverage shall be furnished
in the form checked below.
24
X For each policy, a notarized letter from the underwriter or carrier certifying: that the coverage and
25 statements in the standard certificate of insurance (attached thereto) are true and correct and that
26 the signator is an officer authorized to so certify.
OR
27 _ A copy of each policy certified by an officer of the underwriter or carrier and notarized.
City will not accept the above proofs of insurance when certified by an insurance aizent or broker.
I
EXHIBIT "B"
SUPPORTING
DOCUMENTS
I EQUIPMENT PURCHASE AND PROFESSIONAL SERVICES CONTRACT
2
3 THIS CONTRACT is made, entered into and executed in
4 duplicate originals, either copy of which may be considered and used
5 as the original hereof for all purposes, as of this 3Id day of March,
6 2004, in the City of Vernon, County of Los Angeles, California
7 BY AND BETWEEN THE CITY OF VERNON (hereinafter
referred to as "City")
8 4305 Santa Fe Avenue
9 Vernon, CA 90058
10 AND MCMURRAY-STERN, INC.
(hereinafter referred to as
"McMurray")
11 15511 Carmenita Road
12 Santa Fe Springs, CA 90670-5609
13 RECITALS
14 WHEREAS, the Vernon Police Department needs the services of
15 a vendor to maximize the storage capacity in its evidence room,
16 provide adjustable shelving for varying sizes of evidence collected,
17 and provide new secure storage units (hereinafter collectively
18 referred to as the "Mobile Storage System"); and
19 WHEREAS, McMurray prepared a proposal dated May 28, 2003,
20 for the provision of a Mobile Storage System and a one-year scheduled
21 maintenance plan (hereinafter referred to as the "Proposal"), a copy
22 of which is attached hereto as Exhibit "A" and made a part hereof; and
23 WHEREAS, McMurray is the exclusive distributor of Spacesaver
24 products; and
25 WHEREAS, McMurray represents that it is qualified, properly
26 licensed and capable of furnishing the Mobile Storage System and
27 performing the installation services that the City requires as set
28 forth in the Proposal and is willing to do so on the terms and
1 conditions set forth below; and
2 WHEREAS, the City desires to enter into an agreement with
3 McMurray to provide the Mobile Storage System.
4 NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET
5 FORTH HEREIN:
6 1. Scope of Services.
7 McMurray agrees to sell, deliver and install the necessary
8 material and equipment for the Mobile Storage System as set forth and
9 described in detail in the attached Exhibit "A". In the event of a
10 conflict between the Proposal and this Contract, the terms of this
11 Contract shall prevail.
12 2. Time of Performance.
13 McMurray' performance as identified herein shall commence
14 upon the full execution of this Contract and shall be completed by
15 McMurray pursuant to the terms of the Proposal. If delivery and/or
16 installation of the Mobile Storage System is not completed within this
17 time period set forth in the Proposal, the City shall have the option
18 of canceling this Contract in order to proceed with the purchase
19 and/or installation of the equipment from another vendor, if one can
20 be located, or extending the completion date. The completion date may
21 be extended by the City at its sole discretion for an additional
22 thirty (30) days, or such other time as the parties may agree.
23 3 Price.
24 The total amount to be paid to McMurray for the Mobile
25 Storage System, as described in the Proposal, shall not exceed the sum
26 of Forty -One Thousand Five Hundred Twenty -Two Dollars and No Cents
27 ($41,522.00), taxes and freight included.
28
- 2 -
1 4'. Payment Terms.
2 City agrees to pay fifty percent (500) of the total cost
3 upon the placement of the order with McMurray and the remaining fifty
4 percent (500) of the total cost within thirty (30) days after City's
5 receipt and acceptance of the Mobile Storage System and an invoice
6 from McMurray.
7 5. Change and Extra Services. City reserves the right to
8 request changes in the equipment design, delivery dates, or additions
9 to or deletions from the Mobile Storage System purchased from
10 McMurray. All such changes shall be incorporated in written change
11 orders executed by City and McMurray and shall specify the changes
12 ordered and the adjustment of prices, delivery schedules and
13 warranties. Any equipment or services added under this section shall
14 be executed under all applicable conditions of this Contract. No
15 claim for additional compensation or extension of time shall be
16 recognized unless contained in a duly executed change order.
17 6. Termination. This Contract may be terminated by the
18 City without cause on ten (10) days written notice to McMurray. In
19 the event of such termination by the City, McMurray shall be entitled
20 to only the compensation earned by it prior to the date of the
21 termination notice, plus compensation for necessary work performed
22 during the ten (10) day notice period and authorized in the
23 termination notice.
24 7. Cancellation/Default. In the event that McMurray
25 commits a breach of a material condition of this Contract, City shall
26 notify McMurray in writing of said breach and if McMurray has not
27 cured or begun reasonable efforts to cure after fifteen (15) days of
28 receipt of said notice, and fails to diligently pursue corrective
- 3 -
1 action, City shall have the right to cancel this Contract for cause
2 based on McMurray's default. McMurray shall be responsible for any
3 direct costs due to City's re -procurement of the equivalent of the
4 equipment or services cancelled from McMurray.
5 8. Confidential Information.
6 A. Access to Confidential Information. City may
7 provide McMurray and/or its subcontractor with, or allow McMurray
8 access to, certain information not available to the public concerning
9 City, or businesses located in City. The information may include
10 company information, taxes, sales, value of assets, or other such
11 information. All such information shall be known as "Confidential
12 Information" and may not be used to circumvent the responsibility of
13 either party to this Contract.
14 B. No Disclosure. Except as expressly permitted,
15 McMurray and/or its subcontractor shall not disclose, permit the
16 disclosure of, release, disseminate, or transfer, whether orally or by
17 any other means, any part of such Confidential Information to any
18 other person or entity, whether corporate, governmental, or
19 individual, without the express prior written consent of an authorized
20 representative of City. McMurray and/or'its subcontractor shall return
21 any written Confidential Information and all copies made of such items
22 to City upon City's written request, but in any event not later than
23 the date that McMurray has performed all services to be performed
24 pursuant to this Contract. McMurray hereby agrees that such
25 Confidential Information and any documents provided may be used by
26 McMurray and/or its subcontractor only as authorized by the City.
27 McMurray shall include a contract provision in its contract with
28 subcontractors that binds the subcontractors to this non -disclosure
- 4 -
I requirement. McMurray shall take reasonable measures to avoid any
2 disclosure of any such Confidential Information to any unauthorized
3 person.
4 C. Court Ordered Disclosure. McMurray shall
5 immediately notify City of any court order or subpoena requiring
6 disclosure of Confidential Information, and shall cooperate with
7 City's legal counsel in responding to any such order or subpoena.
8 McMurray may only disclose Confidential Information required to be
g disclosed pursuant to court order or subpoena after legal counsel has
10 exhausted any lawful and timely appeal or challenge.
11 D. Remedies. In addition to any other remedies that
12 it may have at law or in equity, City shall be entitled to a temporary
13 and permanent injunction by a court of competent jurisdiction against
14 any breach or threatened breach of the Confidential Information
15 provisions of this Agreement. McMurray acknowledges that in case of
16 such breach or threatened breach of said provisions, City would have
17 no adequate remedy at law.
18 9. Warranties. McMurray warrants title to the equipment
19 purchased hereunder and any part thereof to be free of any claim of
20 any security interest, lien or any encumbrance. McMurray also
21 warrants that the equipment will be delivered new and shall be free
22 from defects in material and workmanship. McMurray agrees to provide
23 the following: (1) a lifetime warranty for non-moving/structural
24 components; (2) a five year warranty for moving parts and electrical
25 components (which includes one preventative maintenance visit during
26 the first year); and (3) a one year labor and material warranty to
27 begin upon the City's acceptance of the Mobile Storage System. In
28 11 addition, all manufacturers' warranties, and any other warranties made
- 5 -
I applicable by law, shall apply to the City's purchase of the materials
2 and labor provided by McMurray.
3 10. Compliance with Laws. McMurray shall strictly observe
4 and comply with all applicable federal, state, and local laws,
5 ordinances and regulations governing this sale, including but not
6 limited to any permit or license requirements of the United States
7 Department of Commerce, as well as any laws of the United States of
8 America.
9 11. Governing Law. The validity, interpretation and
10 performance of this Contract shall be controlled and construed under
11 the laws of the State of California.
12 12. Forum Selection. Any action brought relating to this
13 Contract shall be brought and held exclusively in a State Court in the
14 Couhty of Los Angeles, California.
15 13. Notices. Notices to the parties, unless otherwise
16 requested in writing, shall be sent to:
17 City: THE CITY OF VERNON
ATTN: BRUCE V. MALKENHORST
18 CITY ADMINISTRATOR
4305 SANTA FE AVENUE
19 VERNON, CA 90058-0805
20 McMurray: MCMURRAY-STERN, INC.
ATTN: MATT DENBURG, DIRECTOR OF SALES
21 15511 CARMENITA ROAD
SANTA FE SPRINGS, CA 90670-3039
22
23 14. General Provisions.
24 A. Independent Contractor. At all times during the
25 term of this Contract, McMurray shall be an independent contractor and
26 shall not be an employee of the City. The City shall have the right
27 to control McMurray only insofar as the results of McMurray' services
28 rendered pursuant to this Contract; however, the City shall not have
- 6 -
I the right to control the means by which McMurray accomplishes services
2 rendered pursuant to the Contract except to the extent that such
3 services involve the use of City property or Confidential Information.
4 B. McMurray Not Agent. Except as the City may
5 specify in writing, McMurray shall have no authority, express or
6 implied, to act on behalf of the City in any capacity whatsoever as an
7 agent. McMurray shall have no authority, expressed or implied,
8 pursuant to this Contract to bind the City to any obligation
9 whatsoever.
10 C. Indemnification. McMurray shall indemnify,
11 defend, protect and hold the City and its officers, agents and
12 employees, free and harmless from and against any and all claims,
13 demands, losses, damages, liabilities, fines, charges, penalties,
14 orders, judgments and all costs and expenses incurred in connection
15 therewith, including reasonable attorney's fees and costs of defense
16 arising out of or attributable to the negligent or wrongful acts of
17 McMurray or its subcontractors, employees or agents in the performance
18 of services under this Contract, except to the extent arising from or
19 caused by the sole negligence or willful misconduct of the City, its
20 officers, agents or employees.
21 D. Insurance. McMurray agrees to provide insurance
22 in the amounts and forms specified in Exhibit "B," which is attached
23 hereto and made a part hereof by reference. Comparable coverage shall
24 be provided for each subcontractor used in the performance of this
25 Contract. McMurray shall submit to the City documentation indicating
26 compliance with these minimum requirements no less than one (1) day
27 prior to the beginning of performance under this Contract. McMurray
28 shall not commence performance of its services under this Contract
- 7
I until the above insurance has been obtained and proof of insurance has
2 been filed with and approved by the City.
3 E. Assignment and Subcontracting Prohibited. No
4 party to this Contract may assign or subcontract any right or
5 obligation pursuant to this Contract except as especially and
6 specifically provided for in the Proposal or with the express written
7 consent of the other party. Any other attempted or purported
8 assignment of any right or obligation pursuant to this Contract shall
9 be void and of no effect.
10 F. Entire Agreement. This Contract constitutes the
11 complete and final expression of the agreement of the parties and is
12 intended as a complete and exclusive statement of the terms of their
13 agreement and supersedes all prior and contemporaneous offers,
14 promises, representations, negotiations, discussions, communications
15 and agreements which may have been made in connection with the subject
16 matter hereof. All exhibits are incorporated by reference. McMurray
17 represents that in entering into this Contract it has not relied on
18 any previous representations or understandings of any kind or nature.
19 G. Partial Invalidity. Wherever possible, each
20 provision hereof will be interpreted in such manner as to be effective
21 and valid under applicable law, but in case any one or more of the
22 provisions contained herein will, for any reason, be held to be
23 invalid, illegal or unenforceable in any respect, such provision will
24 be ineffective to the extent, but only to the extent of such
25 invalidity, illegality or unenforceability without invalidating the
26 remainder of such provision or provisions or any other provision
27 hereof, unless such a construction would be unreasonable or contrary
28 to the parties' intent as expressed in this Contract.
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1 H. Risk of Loss. Risk of loss or damage shall pass
2 to the City upon installation and acceptance by the City.
3 I. Benefit of Agreement. This Contract shall bind
4 and benefit the parties hereto and their heirs, successors, and
5 permitted assigns.
6 J. Waiver. Any waiver at any time by either party of
7 its rights with respect to a default under this Contract, or with
8 respect to any other matters arising in connection with this Contract,
9 shall not be deemed a waiver with respect to subsequent default or
10 other matter.
11 K. Amendment. All changes or modifications to this
12 Contract shall be in writing stating that it is an amendment to this
13 Contract and shall be signed by both parties or their duly authorized
14 agents. This Contract shall not be modified through course of
15 dealing, usage or trade.
16 L. Force Majeure. Neither Party shall be considered
17 to be in default in any of its obligations under this Contract when a
18 failure of performance shall be due to an uncontrollable force. The
19 term "uncontrollable force" shall mean any cause beyond the control of
20 the party affected, including, but not restricted to, flood,
21 earthquake, storm, fire, lightening, epidemic, war, riot, civil
22 disturbance or disobedience, labor dispute, labor material shortage,
23 sabotage, federal, state, or municipal action, statute, ordinance, or
24 regulation, embargoes of the United States Government or any other
25 government, which by exercise of due diligence such party could not
26 reasonably have been expected to avoid and by exercise of due
27 diligence has been unable to overcome. Either party rendered unable
28 to fulfill any of its obligations under this Agreement by reason of an
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uncontrollable force, shall give written notice within five (5)
business days of such fact to the other party and shall exercise due
diligence to remove such inability with all reasonable dispatch.
IN WITNESS WHEREOF, the parties have caused this Contract to
be executed by and through their authorized officers on the date,
month and year first written above.
CITY OF VERNON
ILLEONIS C. MALBUR, May
ATTEST:
BR UCE V. MALKENHORST, City Clerk
APPROVED AS TO 0
ER T.- FRES H, City orney
By
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By;
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