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Resolution No. 90801 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 9080 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN EQUIPMENT PURCHASE AND SERVICES AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND MCMURRAY STERN, INC., DBA BURT C. GENTLE CO., INC. FOR STORAGE EQUIPMENT FOR VERNON POLICE DEPARTMENT SHOOTING RANGE WHEREAS, the Vernon Police Department is interested in increasing the maximum storage capacity for the shooting range in order to improve the effectiveness of its operation; and WHEREAS, the Vernon Police Department has determined that McMurray Stern, Inc., dba Burt C. Gentle Co., Inc. ("McMurray"), is the only vendor that can provide the necessary cabinets, tables and heavy duty metal shelving using Trespa Athlon material that meets the Department's specifications and requirements; and WHEREAS, McMurray has performed remodeling services for the Police Department in the past and is familiar with the City's requirements; and WHEREAS, on May 23, 2006, the Finance Committee approved the purchase, delivery and installation of the equipment from McMurray for the Police Department's firing range, subject to the preparation of an agreement; 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 equipment to enhance services provided to the Vernon community. I/// 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE 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 Services Agreement with McMurray Stern, Inc., dba Burt C. Gentle Co., Inc., in substantially the same form as the copy which is attached hereto as Exhibit A and incorporated by reference. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor to execute the Agreement for, and on behalf of, the City of Vernon and the Acting City Clerk is hereby authorized to attest thereto. SECTION 4: The City Council of the City of Vernon hereby authorizes the Acting City Clerk, or his designee, to make whatever nonsubstantive, administrative and/or text changes, upon advice of counsel, to the Agreement. SECTION 5: The City Council of the City of Vernon hereby directs the Acting City Clerk, or his designee, to send one fully executed Agreement to: McMurray Stern, Inc., dba Burt C. Gentle Co., Inc. Attn. Saul Valdez 15511 Carmenita Road Santa Fe Springs, CA 90670-5609 - 2 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SECTION 6: The Acting 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 21St day of June, 2006. THOMAS A. YBARRA, Mayor Pro Tem ATTEST: BRUCE V M LKENHORST, JR. Acting y Clerk - 3 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, BRUCE V. MALKENHORST, JR., Acting City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 9080, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Wednesday, June 21, 2006, and thereafter was duly signed by the Mayor Pro Tem of the City of Vernon. BRUCE UMALKENHORST, JR. Acting City Clerk (SEAL) - 4 - EXHIBIT 0 EQUIPMENT PURCHASE AND SERVICES AGREEMENT THIS AGREEMENT is made, entered into and executed in duplicate originals, either copy of which may be considered and used as the original hereof for all purposes, as of this 21s` day of June, 2006, in the City of Vernon, County of Los Angeles, California BY AND BETWEEN THE CITY OF VERNON, a municipal corporation, hereinafter referred to as the "City," 4305 Santa Fe Avenue Vernon, California 90058 AND MCMURRAY STERN, INC., dba BURT C. GENTLE CO., INC. hereinafter referred as "McMurray Stern," 15511 Carmenita Road Santa Fe Springs, CA 90670-5609 RECITALS WHEREAS, the City's Police Department has determined that it needs to purchase cabinets, tables and heavy duty metal shelving for the shooting range as the existing cabinets and work areas in the range are approximately 30 years old and does not maximize the space needed to safely and securely store equipment and materials used in the range by the department (hereinafter collectively referred to as the "Equipment"); and WHEREAS, the purchase of the Equipment will improve the effectiveness of the Police Department's operation and enhance the services provided to citizens, residents and businesses within the Vernon community; and WHEREAS, the Police Department has determined that McMurray Stern is the only vendor able to work with Trespa Athlon material which is durable and resistant to stains or other damage caused by chemicals, and the Department has used McMurray Stern in the past for remodeling of the evidence room and is satisfied with the work performed by the vendor; and WHEREAS, McMurray Stern submitted a proposal for the purchase of the Equipment and installation services dated February 28, 2006 (hereinafter the "Proposal"), a copy of which is attached hereto as Exhibit A and incorporated by reference; and WHEREAS, the Proposal includes a description of the equipment and services to be performed by McMurray Stern and the attendant costs;. and WHEREAS, McMurray Stern has advised the City that it is qualified and capable of providing the Equipment and services described in Exhibit A, and is willing to do so on the terms and conditions set forth below; and WHEREAS, the City desires to enter into an agreement with McMurray Stem to provide for the purchase and delivery of Equipment and the labor to install the Equipment. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1.0 Purchase and Sale of the Equipment and Scope of Services 1.1 McMurray Stern agrees to sell, deliver and install the Equipment, including all material and seismic anchoring, and the City agrees to purchase the Equipment and services as identified in Exhibit A. 1.2 Deliverv. McMurray Stern shall obtain and sell and deliver the Equipment at the City of Vernon, F.O.B. Job Site. McMurray Stern is responsible for all costs of full freight, including insurance, to Job Site. Risk of loss shall pass to the City upon delivery F.O.B. Job Site. It is understood and agreed that in the event of a conflict between the Proposal and this Agreement, the terms of the Agreement shall prevail. 2.0 Time of Performance The performance of McMurray Stern shall commence upon the signing of the Agreement by both parties and shall end when McMurray Stern has completed the work according to the Proposal, unless the Agreement is otherwise terminated or extended upon written agreement of both parties to this Agreement. Delivery is expected to be completed no later six (6) to eight (8) weeks from the issuance of City's purchase order. Completion of the services to be performed by McMurray Stern is expected to be no later than sixty (60) days. 3.0 Contract Price As full and complete compensation to McMurray Stern for the timely, proper and complete performance of all obligations relating to this Agreement, City shall pay McMurray Stern, subject to the additions and deletions expressly provided for in this Agreement, the Contract Price set forth in Exhibit B. 4.0 Notices All notices, approvals, consents and other communications between the parties shall be in writing, and shall be sent by fax or by certified mail (return receipt requested) to the respective addresses set forth below, or at such other address as may be furnished by either party to the other in writing. 2 McMurray Stern, Inc. City — City of Vernon, California dba Burt C. Gentle Co. Inc. Attn: Bruce V. Malkenhorst, Jr. Attn: Saul Valdez Acting City Clerk 15511 Cannenita Road 4305 Santa Fe Avenue Santa Fe Springs, CA 90670-56009 Vernon, California 90058 Fax: 562- Fax: 323-826-1438 Telephone: 562-883-3207 Telephone: 323-583-8811 ext 260 5.0 Law and Arbitration This Agreement shall be governed by the laws of the State of California. The parties agree that any and all disputes arising out of or in relation to this Agreement, including without limitation any action in tort, shall be resolved exclusively, finally and conclusively by arbitration in Los Angeles County, California under the auspices of and pursuant to the rules of the Judicial Arbitration & Mediation Services Inc. (JAMS). Each party will select an arbitrator. Those two arbitrators will then select a third. The three member panel will make the final decision. All decisions of the arbitrators shall be in writing, and the arbitrators shall provide written reasons for their decision. The arbitration decision shall be final and binding on the parties. Notwithstanding the foregoing, the parties shall be permitted to access the court system to enforce any arbitration award or to obtain injunctive relief. The exclusive jurisdiction and venue for any such action shall be the Superior Court of California, Los Angeles County. Any and all contracts between McMurray Stern and any subcontractor shall include the same arbitration clause. 6.0 Entire Agreement This Agreement shall be comprised of these signed business terms (Business Terms), together with Exhibit A — The Proposal; Exhibit B — Compensation and Payment; Exhibit C — Insurance; Exhibit D — General Provisions; and Exhibit E — Change Orders, which are all attached. In the event of conflict between this Agreement and any of the exhibits, this Agreement shall prevail. In the event of conflict between exhibits, the exhibits shall be prioritized in the following order: Exhibit D first, then Exhibits C, B, A and E. This agreement is the entire agreement of the parties, and supersedes all prior written and/or verbal communications, proposals, notices of award, negotiations, understandings and agreements, whether written or verbal, between the parties with respect to the subject matter dealt with in this Agreement. McMurray Stern expressly waives all claims for compensation based upon quantum merit, implied contract or oral contract. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, verbally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied in this Agreement, and that no other agreement, statement or promise not contained in this Agreement or a subsequent amendment or change order shall be valid or binding. No amendment or change in the provisions of this Agreement shall be made, except in a formal written amendment signed by a corporate officer of McMurray Stern and City, or in a written change order. Each party represents and warrants that it has read and fully familiarized itself with this Agreement, and that such party has been fully authorized to sign this Agreement. 3 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by and through their authorized officers on the date, month and year first written above. McMurray Stem, Inc. City of Vernon Dba Burt C. Gentle Co., Inc. Name: Name: Leonis C. Malburg, Mayor Title: Date: Date: Name: Title: Date: ATTEST: Bruce V. Malkenhorst, Jr. Acting City Clerk APPROVED AS TO FORM: Eric T. Fresch, City Attorney 4 EXHIBIT A February 28, 2006 Captain Steven Towels City of Vernon Police Department 4305 Santa Fe Ave. Vernon, CA 90058 MUM=ay 1- Stern Burt C. Gentle Co., Inc. Pi mning solufions fur filing, storage and Nbrarfes. Re: 3rd Revision to Project # 8305F- Firing Range Area - We have revised this proposal to reflect the price changes by having Specialty Science Countertops manufacture the millwork and the elimination of the weapon's racks. This proposal now consists of the following options: Firing Range Room' Delivery and installation of three tables. One cabinet to be 13' 3"wide x 24" deep x 42" high. This table will have two sections which will have a set of double -hinged doors (23.5"W x 31 "H doors) with recessed pull handles. The center section will have nine drawers approximately 21 "W x 10"H each and three at 6 Y4"H x 21 "W. This cabinet will have atop that is 31.5" deep by 161" on the back and 144" on the front to match the shape of the existing top and leave space in the rear for wire management. This top will also slide forward for access to wiring. The top, sides and fronts will be Trespa Athlon material. Investment for this cabinet will be: $12,100.00 Plus Tax One table that is 71 "wide x.24"deep x 42"H with three 24" wide x 63/4° high drawers and two sets of double -hinged doors with a 34 %z"W x 30"Ropenings. The top of this cleaning station will have a 3" bank splash equipped with a metal rail to hold 18 Lewis PlasticBox containers that are 7" long x 4"W x 2.9"H each to hold cleaning supplies. This cabinet will have an overhead light held by an integrated set of back rails. The sides and top to be made of Trespa Athlon material. Investment for this cabinet will be: $ 7,412.00 Plus Tax One cabinet that is 42"wide x 24"D x 42"H with two double -hinged doors with recessed handles. The top to have a 3" back splash and be made of Trespa Athlon material. The investment for this cabinet will be: $ 3,077.00 Plus Tax A wall mounted gun locker model # HGS-06 from DSM that is 24 3/<"W x 20 3h 6"H with six lockable compartments. Investment for this gun locker will be: $1,203.00 Plus Tax Cleaning Room Delivery and installation of one bottom cabinet, two upper cabinets, and section of shelving with: One cabinet 11' 2" wide x 24" deep x 42" high with three sliding doors and six pull-out drawers. The top and sides to be made of Trespa Athlon. Two overhead storage cabinets 43%2" wide x 13" deep x 30" high with two sliding doors and one middle shelf with Trespa Athlon fronts. The investment for this set of cabinets will be: $ 9,231.00 Plus Tax One additional section of heavy-duty metal shelving 48"W x 15" D x 85%"H with seven (7) openings for storage of additional ammo or supplies. Your investment for this shelving will be: $ 1,216.00 plus tax Ammunition Storage Delivery and installation of five (5) sections of heavy-duty shelving to hold boxes of ammo consisting of. Four (4) sections of shelving 48"W x 15"D x 85'/4"H with 7 openings with 11'/4" clear x 46" clear inside dimensions per opening. One (1) section of shelving to be 30"W x 15"D x 85 %"H with 7 openings and 11 Y4" clear x 28" clear inside openings. These five sections of shelving will provide 45 shelves to house 141 lineal feet of ammo storage. Your investment for this room will be: $ 2,869.00 Plus tax Total Project costs: $ 37,108.00 Tax: $ 3,061.41 Total Project:. $ 40,169.41 All cabinets to be built as drawn on drawings by Alpine cabinets except for the additional 42" wide cabinet and the elimination of the full length pulls which are not possible with the Trespa material as described in the drawing. All Trespa cabinets will have %" tops and %2" sides in k Trespa's color black. Pricing includes all material, freight, installation, seismic anchoring, and are plus taxes. Lead-time on this product is 6-8 weeks from receipt of order. Our terms are 50% with the order and 50% upon completion of the project. Please call me at (562) 883-3207 should you have any questions regarding the above information. We look forward to assisting you further through the completion of this project. Sincerely, Saul Valdez McMurray Stern February 28, 2006 Captain Steven Towels City of Vernon Police Department 4305 Santa Fe Ave. Vernon, CA 90058 Re: Project # 8305J- Warranties Captain Towels, MDMurray 1" Stern Burt C. Gentle Co., Inc. PiannkQ sduWm for Ong. storage and Nbrades. The warranties on the proposed cabinetry and shelving are as follows: Spacesaver Shelving- Spacesaver warrants to the original purchaser (Vemon PD) that the shelving manufactured by it will be free from defects in materials material and workmanship for the lifetime of the structural frames. Cabinetry- The cabinetry to be manufactured by SSC (Specialty Science Countertops) in the Trespa material is to have a 10 year warranty on the material (Trespa) and a two (2) year warranty on workmanship. As you know, the drawers will be equipped with Accuride glides, which are the best in the industry. Most cabinet makers provide only a one year warranty as an industry standard. Please call me at (562) 883-3207 should you have any questions regarding the above information. Steve Coates, the CEO of SSC invites you to call him directly at ((805) 499-5100 should you have any questions regarding his warranty. We look forward to assisting you further through the completion of this project. Sincerely, Saul Valdez McMurray Stern EXHIBIT B EXHIBIT B Compensation and Payment 1.0 Contract Price. 1.1 Not to Exceed Value As Compensation for McMurray Stem's delivery of the Equipment, materials and seismic anchoring and performance of the services in accordance with the terms and conditions of this Agreement, City shall pay McMurray Stern a maximum contract price of Forty Thousand One Hundred Sixty -Nine Dollars and Forty -One Cents ($40,169.41), which includes tax and freight (the "Contract Price"). The actual amount will be based on the amount required to furnish the equipment and perform the services, billed in accordance with McMurray Stem's Proposal attached as Exhibit A. 1.2 Entire Compensation Except as provided below in Exhibit D, the Contract Price is full and complete compensation, and constitutes the entire compensation due McMurray Stern for the Equipment and services and any and all of McMurray Stem's obligations hereunder, regardless of difficulty, unforeseen circumstances, hours worked or equipment, materials or personnel required. The Contract Price includes without limitation compensation for all applicable taxes, freight, customs duties, fees, overheads, profit, travel time to and from the Work Site and all other direct and indirect costs incurred or to be incurred by McMurray Stern hereunder, except as noted in Section 1.0 of the Agreement. The Contract Price set forth above and the rates set forth in any attachment incorporated into this exhibit are not subject to escalation for any reason. No adjustments in compensation shall be made as a result of changes in the value of any currency. The Contract Price shall only be adjusted by a formal, written Change Order or amendment to this Agreement. 2.0 Compensation for Changes The compensation due McMurray Stern, or the credit due City, for "Changes" (as that term is defined in Exhibit D) may not be established verbally, and shall be established in a written change order signed by City as described in Exhibit E. Compensation adjustments in each such change order shall be established by one or more of the following bases, as determined by City: (a) a lump sum price to be negotiated between the parties; or (b) on a time and materials basis based on employee rates established in Exhibit A, or (c) such lower rates as are otherwise agreed in the applicable Change Order. Once established, the amount of the compensation due McMurray Stern or credit due City for a change shall not be subject to adjustment for any reason, including changes in the value of any currency. 3.0 Invoicing and Payment McMurray Stern shall submit invoices acceptable to City, and City shall make payment to McMurray Stern in accordance with the terms set forth in Exhibit D. Payment of the invoices shall be made after acceptance and approval by City within 30 days of receipt. McMurray Stern shall be responsible for paying any subcontractors used in the performance of this Agreement. Subcontractors shall not bill the City directly. - End of Exhibit B RIM EIBIT C EXHIBIT C Insurance McMurray Stern and its Subcontractor (s), if any, shall, prior to commencement of any work and for the duration of this Agreement, obtain and maintain at its own expense, those minimum levels of insurance coverage as set forth below. The insurance coverage as listed herein, shall be properly endorsed to include those contractual obligations which may be identified further within this Agreement and shall be endorsed to provide City and Owner all the rights and privileges of an additional insured. McMurray Stern shall cause its insurers to issue Certificates of Insurance or, upon request, certified copies of the insurance policies evidencing that the coverages and policy endorsements required under this Agreement, are maintained in force. McMurray Stern shall ensure its Subcontractor (s), if any, maintain those insurance requirements as specified in this Schedule C and are endorsed as additional insured(s) on all required McMurray Stern' insurance coverages. McMurray Stern and its Subcontractor (s), if any, shall maintain in effect the following minimum insurance coverages on an Occurrence Form Policy: A. Workers Compensation within the statutory limits and, if necessary, Longshoremen and Harbor Workers and Jones Act, including occupational illness or disease coverage in accordance with the laws of the nation, state, territory, or province exercising jurisdiction over the Employees. Workers Compensation and Employers Liability Insurance shall have a minimum limit of $1,000,000 per occurrence. B. Comprehensive General Liability Insurance, including, but not limited to, Contractual Liability, Products and Completed Operations Liability, Broad Form Property Damage and Bodily Injury Liability, and Explosion, Collapse and Underground Liability, with a minimum combined single limit of $1,000,000 per occurrence. C. Comprehensive Automobile Insurance, including, but not limited to, all owned, non - owned or hired vehicles with a minimum combined single limit of $1,000,000 per occurrence for bodily injury and property damage. D. Umbrella Liability Insurance with limits of $2,000,000. Such evidence of insurance can either by through the primary insurance coverages or through an excess liability policy. Such insurance shall at all times be on an occurrence form and provide policy conditions as broad as those required in the primary insurance. - End of Exhibit C - C-1 EXHIBIT D EXHIBIT D General Conditions 1.0 Definitions and Responsibilities 1.1 Definitions Whenever used in the Agreement of which these General Provisions are a part, the following terms shall mean: a. "Agreement" shall mean that formally executed Agreement or Contract which includes the Contract Documents to which this Exhibit D is attached. The Agreement constitutes the entire agreement between the parties relating to its subject matter. b. "McMurray Stern" shall mean McMurray Stern, Inc., dba Burt C. Gentle Co., Inc. and where applicable, its affiliated companies, directors, officers, employees, agents and representatives. c. "Contract Documents" shall include any inquiry, invitation to bid, or proposal which may have, but not necessarily, preceded execution of the Agreement, the General Provisions and all exhibits and schedules attached to the Agreement and all plans and specifications identified in the Contract Documents. d. "Contract Price" shall have the meaning given it in Section 3.1. e. "City" shall mean the entity which has executed the Agreement and, where applicable, its affiliated companies, and its officers, directors, employees, representatives and agents. f. "General Provisions" or "General Conditions" shall mean these General Conditions of this Exhibit D. g. "Equipment" shall mean the equipment identified in Exhibit A. h. "Owner" shall mean City of Vernon, California, and where applicable, their affiliated companies, directors, officers, employees, agents, and representatives. i. "Premises" shall mean the physical premises under City's and/or Owner's control or ownership where work hereunder is to be performed. j. "Proprietary Information" shall mean all information, whether written or oral, which McMurray Stern acquires from, through or on behalf of City, directly or indirectly, or which arises out of the work, concerning the work or proprietary processes involved in the work including, without limitation, information concerning past, present or future business plans of City, information about the operations of City's Premises, and other City information or know-how obtained during the Work, except information falling into any of the following categories: D-1 (1) Information which, at the time of disclosure hereunder, is in the public domain; (2) Information which, after disclosure hereunder, enters the public domain, except where such entry is the result of McMurray Stern' or any entity within McMurray Stern' control or breach of this Agreement; (3) Information which prior to disclosure hereunder, was already in McMurray Stern' possession without limitation regarding disclosure to others; or (4) Information which subsequent to disclosure hereunder, is obtained by McMurray Stern from a third party who is lawfully in possession of such information and not subject to a contractual or fiduciary relationship to City with respect to said information and who does not require McMurray Stern to agree to refrain from disclosing such information to others. k. "Subcontractor(s) " shall mean any first or lower -tier Subcontractor(s) and its employees, representatives, agents, Subcontractor(s) or other personnel who have been approved in the manner required by the Agreement. 1. "Work" or "Services" shall mean the work performed by McMurray Stern and required to be performed from time to time by City under the Agreement. 1.2 City's and McMurray Stern's Representations McMurray Stern and City represents that it has read and understands the Agreement and Contract Documents. McMurray Stern represents it understands the Owner's regulations concerning premises access, badges, parking, security, safety, fire, prohibited drugs and alcohol, and smoking and other rules, and that McMurray Stern has visited the Premises where the Work is to be done and is familiar with the local conditions under which it is to be done. McMurray Stern also represents that it is experienced in providing the equipment and in performing and competent, and qualified to perform the kind of tasks or assignments included in the Work and employs or has available for employment in sufficient numbers all unskilled, skilled, administrative, supervisory, professional and managerial or other personnel required to perform the Work as required by the Agreement. 1.3 Representatives of the Parties At all times while Work is being performed on the Premises each party shall be represented thereon by a designated representative. Each party may notify the other in writing of the identity of such persons from time to time. Mom? 2.0 Scope of Work: Division of Responsibility 2.1 Description of the Work A description of the Work is set forth in this Agreement and the attachments thereto. City may at any time, by written change order by City's authorized representative identified in the Agreement, make changes only to extend the work duration and total compensation of McMurray Stem's work. Changes in the scope of work, or duties and obligations, shall be authorized only by the City. 2.2 McMurray Stern's Responsibilities Unless otherwise specified in the Agreement, McMurray Stern shall furnish the Equipment and perform the duties as outlined in the Agreement between the McMurray Stern and the City. 2.3 Work Injury The treatment and care of injuries sustained by McMurray Stem's employees, Subcontractor(s), representatives or other personnel shall be and remain the responsibility of McMurray Stem. City's and/or Owner's first aid facilities, if any, however, will be made available to McMurray Stem's employees in emergency cases which are the direct result of accidents occurring on the Premises. City shall incur no liability for, and McMurray Stern hereby agrees to indemnify Owner against, any causes of action, claim, liability or costs, including attorneys' fees, arising in whole or part out of the furnishing of such first aid facilities or assistance to McMurray Stem's employees, Subcontractor(s), representatives or other personnel, or out of the failure to furnish such facilities or assistance. 3.0 Compensation and Payment 3.1 Contract Price The compensation set forth or provided for in the Agreement is the Contract Price. Whether it expressly provides for the reimbursement of costs incurred by McMurray Stern or simply for the payment of a lump sum of money, it is intended to be the full and complete payment for satisfactory delivery of the equipment and completion of the Work and, unless otherwise stated, to cover all costs whether for materials, equipment, tools, labor, services, freight and taxes and all overhead, rentals and profit or fee, if any. 3.2 Reimbursables and Other Expenses Expenses may only be billed if advance written approval has been obtained from the Acting City Clerk. D-3 3.3 Terms of Payment McMurray Stern shall be entitled to receive fifty percent (50%) upon issuance of the Purchase Order and the balance due at the completion of Work. McMurray Stern shall submit progress payment requests, prepared in accordance with City requirements, upon completion of the Work. City will make payment to McMurray Stern within thirty (30) days after acceptance and approval of the invoice received from McMurray Stern. 3.4 Records, Inspection and Audit During the course of the Equipment being furnished and the Work being performed, McMurray Stern and any of its Subcontractor(s), shall maintain and retain, not less than three years after completion thereof, complete and accurate records of the McMurray Stem's costs which are chargeable to City under this Agreement. City or its designated, authorized representatives, shall have the right during this three year period, upon written reasonable notice, to inspect and audit those records. Such records to be maintained and retained by the McMurray Stern shall include: (a) payroll record accounting for the total time distribution of the McMurray Stem's employees working full or part time on the Work (to permit tracing to payrolls and related tax returns) as well as canceled checks or signed receipts for payroll payments in cash; (b) invoices for purchases, receiving and issuing documents, and all the other unit -inventory records for the McMurray Stem's stores stock or capital items; (c) paid invoices and canceled checks for material purchased and for the Subcontractor(s) and any other third -parties' charges; and (d) any other documentation City deems necessary to support costs and charges under this Agreement. 3.5 Corporate Conduct McMurray Stern, its employees, agents or representatives shall not offer or give to an officer, official, or employee of City or Owner, gifts, entertainment, payments, loans or other gratuities to influence the award of a contract or obtain favorable treatment under a contract. 4.0 Termination of Contract 4.1 Non -Default Termination City, at its sole discretion, may terminate this Contract upon fifteen (15) days written Notice to McMurray Stern and such termination shall be effective in the manner specified in such Notice and shall be without prejudice to any claim that either party may have against the other. 4.2 Termination Payment In the event of any such termination, in full and complete settlement for the equipment furnished and termination of the Work, City shall pay McMurray Stern for the equipment and services performed prior to the date of delivery of the termination notice, plus compensation for (i) necessary equipment furnished and work performed during the notice period and authorized in the termination notice, and (ii) all costs reasonably and necessarily incurred by McMurray Stern directly attributable to termination which could not reasonably have been avoided and for which McMurray Stern is not otherwise compensated that are incurred through the date of the termination and in effectuating the termination (the "Termination Expenses"). Termination Expenses shall not include lost profits, lost opportunities, consequential damages, or the like. In no event shall total payment exceed the Contract Price. 4.3 Loss of Profits In the event of any termination of this Contract or reduction in equipment or scope of the Work, McMurray Stern shall not be entitled to damages for loss of profits for the unexecuted portion of the equipment and Work or any other damages because of such termination or reduction. 5.0 General provisions 5.1 Independent Contractor McMurray Stern shall be an independent contractor with respect to all the services to be performed hereunder and shall have responsibility for and control over the details and means for performing the Work. Neither McMurray Stem nor any of those employed in furnishing such services shall be deemed the agents, representatives, employees or servants of City. McMurray Stern shall have complete and sole control over its employees, the details of the services and the methods by which the services are accomplished, it being understood that City is interested only in the results to be obtained by McMurray Stern. 5.2 Insurance McMurray Stern agrees to provide insurance in the amounts and forms specified in Exhibit C, which is attached hereto and incorporated by reference. McMurray Stern shall submit to the City documentation indicating compliance with these minimum requirements no less than one (1) day prior to the beginning of performance under this Agreement. McMurray Stern shall not commence performance of its work under this Agreement until the above insurance has been obtained and proof of insurance has been filed with and approved by the City. McMurray Stern shall not permit a subcontractor or vendor to perform work on City premises unless and until a certificate of insurance is obtained showing that such subcontractor or vendor has worker's compensation coverage. If McMurray Stern employs subcontractors as part of the services rendered, McMurray Stern' protective coverage is required. McMurray Stern may include all subcontractors as insureds under its own policy or shall furnish separate insurance for each subcontractor, meeting the requirements set forth herein. D-5 5.3 Standard of Care McMurray Stern agrees that all services provided will be conducted by the principal and competent staff members, if any, under the supervision of the principal, and that services will be performed and rendered diligently. McMurray Stern represents that it has, or shall secure, at its own expense, all personnel required to perform McMurray Stem's services under this Agreement, but at all times shall be responsible for the services of such personnel. McMurray Stern may not employ any subcontractor(s) without the prior written approval of the City. 5.4 Indemnification McMurray Stem's Indemnity. To the fullest extent permitted by law, McMurray Stern shall defend, indemnify and hold harmless City and its elected officials, officers, agents and employees from all claims, suits, actions, demands, damages, liabilities, expenses, judgments, settlements and penalties, losses, fines, and all costs and expenses incurred in connection therewith, including reasonable attorneys' fees and all costs of defense, arising out of or attributable to the negligent or wrongful acts of McMurray Stern or its employees or agents under this Agreement, except to the extent arising from or caused by the sole negligence or willful misconduct of the City, its officers, agents or employees. The terms of this indemnity shall survive the termination of this Agreement. The obligations in this Paragraph are in addition to McMurray Stern' duty to provide insurance and shall not be limited by any limitation on the amount or type of insurance coverage carried by McMurray Stern. Indemnity Process. The City shall notify McMurray Stern in writing of any suits, claims or demands covered by this indemnity. Promptly after receipt of such notice, McMurray Stern shall assume the defense of such claim with counsel reasonably satisfactory to City. If McMurray Stern fails, within a reasonable time after receipt of such notice, to assume the defense with counsel reasonably satisfactory to City, or if, in the reasonable judgment of City, a direct or indirect conflict of interest exists between the parties with respect to the claim, or if in the sole judgment of City the assumption and conduct of the defense by McMurray Stern would materially and adversely affect City in any manner or prejudice its ability to conduct a successful defense, then the City shall have the right to undertake the defense, compromise and settlement of such claim for the account and at the expense of McMurray Stern. Notwithstanding the above, if the City in its sole discretion so elects, City may also participate in the defense of such actions by employing counsel at its expense, without waiving the City's obligations to indemnify or defend. McMurray Stern shall not settle or compromise any claim or consent to the entry of any judgment without the prior written consent of the City and without an unconditional release of all liability by each claimant or plaintiff to the City. [OW61 5.5 Treatment of Confidential and Proprietary Information a. For ten years after the effective date of this Agreement, McMurray Stern shall refrain from using any Confidential or Proprietary Information except in connection with the Work or from disclosing it to any third party other than to employees of McMurray Stern who require it in performance of the Work and except to such other third persons as City may otherwise authorize in writing. If disclosure to such an employee or other third person is so authorized, McMurray Stern shall enter into with said party, a confidentiality agreement containing provisions with respect to use and disclosure of Proprietary Information substantially the same as those contained in this General Condition. b. McMurray Stern shall take reasonable precautions to safeguard any documents containing Proprietary Information which City may supply to McMurray Stern hereunder. McMurray Stern may copy, in whole or part, such documents to the extent necessary for the performance of the Work and McMurray Stern shall return to City upon the completion of the Work or request by City all such documents and copies. c. Except as expressly permitted by prior written consent of the City, McMurray Stern and/or its subcontractors shall not disclose, permit the disclosure of, release, disseminate, or transfer, whether orally or by any other means, any part of such Confidential Information to any other person or entity, without the express prior written consent of an authorized representative of the City. McMurray Stern and/or its subcontractors shall return any written Confidential Information and all copies made of such items to the City upon the City's written request, but in any event not later than the date that McMurray Stern has delivered all equipment and performed all Work to be performed pursuant to this Agreement. McMurray Stern hereby agrees that such Confidential Information and any documents provided may be used by McMurray Stern and/or its subcontractors only as authorized by the City. McMurray Stern shall include a provision in its agreements with subcontractors that binds the subcontractors to this non- disclosure requirement. 5.6 Compliance with City's and Owner's Regulations McMurray Stern shall observe, and shall cause its Subcontractor(s) and the employees of each of them to observe, all of City's and Owner's regulations as they may be revised from time to time concerning the safety and security of persons and property, housekeeping and Premises or plant work hours. 5.7 Compliance with Authority McMurray Stern shall comply with all laws, regulations, executive orders and other applicable requirements of any governmental agencies having jurisdiction including the Fair Labor Standards Act, the Occupational Safety and Health Act and all those relating in anyway to employment practices and protection of the environment. McMurray Stern shall not discriminate against any employee or D-7 any applicant for employment for reasons of race, color, creed, sex, age or national origin. McMurray Stern shall make timely payment of all employment taxes and of all social security and other contributions of every kind required to be made with respect to or measure by the wages and salaries of persons employed by McMurray Stern. McMurray Stern shall indemnify City and Owner against, and hold City and Owner harmless from, any liability or loss including liability or loss from fines or penalties arising out of McMurray Stern' failure to perform the obligations imposed upon it by this section. 5.8 Assignments and Subcontractors McMurray Stem's rights under this Agreement may not be assigned nor may its duties be delegated or subcontracted without the prior written consent of City. Any assignment or delegation or subcontract in violation of this section shall, at City's discretion, be void. Consent by City shall not relieve McMurray Stern of responsibility for performance of McMurray Stem' obligations hereunder. City may assign all or any part of this Agreement at any time effective immediately upon written notification to McMurray Stern. 5.9 Waiver The waiver by either party of a breach or default by the other party shall not be deemed a waiver of any different or later breach; nor shall any delay or omission by either party to exercise any right it may have hereunder operate as a waiver of any breach or default or of such right. 5.10 Applicable Law This Agreement shall be governed by and construed under the laws of the State of California. 5.11 Captions The captions used in this Agreement are for convenience only and shall in no way define, limit or describe the scope or intent of this Agreement or any part thereof. 5.12 Notices All notices required or permitted hereunder shall be in writing and shall be delivered to the entity or person identified in the Contract Documents under Notices. Notice sent by properly addressed mail, certified or registered with return receipt requested and postage prepaid, shall be effective three days after. deposit in the mail or when received, whichever is earlier. Notice sent by facsimile, telegraph, telex or cable and confirmed by copy thereof sent by registered or certified mail shall be effective upon the date of such facsimile, telegraph, telex or cable. Notices sent in any other manner shall be effective only if and when received. 5.13 Entire Agreement The Agreement, and the attached Exhibits, constitute the entire Agreement by the parties and it may not be altered, amended or changed without a duly executed document by all parties. 5.14 Attorneys' Fees In the event a dispute, claim or litigation arises regarding this Agreement, the prevailing party shall be entitled to reimbursement for reasonable attorneys' fees and actual costs. 5.15 Changes in the Work City may make "Changes" by increasing, reducing or deviating from the requirements of the equipment or scope of Work. A form of Change Order is set forth in Exhibit E attached hereto and incorporated by reference. 5.16 Forum Any dispute related to this Agreement shall be adjudicated in a state court serving the County of Los Angeles, California. 5.17 Force Majeure Neither party shall be considered to be in default in any of its obligations under this Agreement when a failure of performance shall be due to an uncontrollable force. The term "uncontrollable force" shall mean any cause beyond the control of the party affected, including, but not restricted to, flood, earthquake, storm, fire, lightening, epidemic, war, riot, civil disturbance or disobedience, federal, state, or municipal action, statute, ordinance, or regulation, embargoes of the United States Government or any other government, which by exercise of due diligence such party could not reasonably have been expected to avoid and by exercise of due diligence has been unable to overcome. Either party rendered unable to fulfill any of its obligations under this Agreement by reason of an 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. 5.18 Warranty McMurray Stern warrants that all equipment will be new and free from defects in materials and workmanship, comply with the specifications provided by the manufacturers, be of good quality and merchantability, and fit for their intended purposes, and conform to all applicable governmental regulations, statutes, and ordinances. Any equipment not conforming to these requirements, including F • substitutions not properly approved and authorized, may be considered defective. In the event that the test results obtained by either McMurray Stern or the City reveals that any portion of the equipment does not meet the City's specifications or the City identifies any defects in or damage to the equipment, McMurray Stern shall promptly repair or replace any defective equipment; provided, however, that if, in the City's reasonable discretion, the quantity or quality of the defects are substantial, the City shall have the option of rejecting the entire shipment of equipment from that vendor, and obtaining another vendor to provide that equipment. McMurray Stern shall be responsible for all direct and indirect costs that may be incurred by the City in connection with the rejection and/or replacement of damaged or defective equipment, including any and all damages caused to the City's existing equipment, storage and/or system by the use of defective equipment provided by McMurray Stern. Manufacturers' Warranties. McMurray Stern shall obtain for the benefit of the City, and assign to the City, commercially reasonable manufacturers' warranties, specifically, Space Shelving warrants shelving manufactured by it will be free from defects in materials and workmanship for the lifetime of the structural frames and Specialty Science Countertops shall provide a 10-year warranty on the cabinetry material and a 2-year warranty on the cabinetry workmanship. McMurray Stern shall provide and a one (1) year labor and material warranty to begin upon City's acceptance of the Equipment. All manufacturers' warranties, any warranties typically provided by McMurray Stern and any other warranties made applicable by law shall apply to the City's purchase of the Equipment. Warranties shall commence from the date the City receives the Equipment under this contract or the City's acceptance of the Equipment being purchased hereunder, whichever occurs first. McMurray Stern shall assist the City in the enforcement of all such warranties. Warranty Period. McMurray Stern, at its cost, shall promptly repair or replace or cause the manufacturer to repair or replace (provided, however, that the City shall cooperate in working with the manufacturers if the warranties have been assigned to the City) Equipment rejected by the City as defective or as failing to conform to this contract if reported to McMurray Stem within the Warranty Period. The Warranty Period shall commence from the date Equipment delivered hereunder or from the date of the City's acceptance of the Equipment being purchased hereunder, whichever occurs first; or (b) such longer period of time as may be prescribed by law or by the terms of the applicable manufacturers' warranty. The City shall give such notice promptly after discovery of a defective condition. A new Warranty Period shall commence for replaced Equipment on the date the replacement was made. McMurray Stem's obligations hereunder shall include the obligation to repair any damage to other property caused by the defective Equipment or the repair thereof. McMurray Stern shall indemnify the City from and hold the City harmless against any and all claims, liabilities, liens, damages, losses, costs, and expenses, including reasonable attorneys' fees and all costs of defense, arising out of or relating (a) to any such Equipment found to be defective or not in accordance with this contract, or (b) the correction of any such Equipment. D-10 The foregoing representations, warranties, covenants, and agreements shall survive any termination of this contract and final completion of the delivery of the Equipment and are in addition to, and not in lieu of, any and all other liability imposed upon McMurray Stern by law with respect to McMurray Stern's,duties, obligations and performance hereunder. - End of Exhibit D - D - I I EXHIBIT E r EXHIBIT E Form Change Qrder CHANGE Contract Number: Change Number: The requirements of the above designated Agreement are changed as follows: El City and McMurray Stern agree that McMurray Stem's compensation shall be adjusted as follows: City and McMurray Stern agree that McMurray Stem's schedule shall be adjusted as follows: This adjustment covers the entire compensation for the Change set forth above and includes, but is not limited to compensation for all engineering, material, equipment, subcontracts, labor, overhead, profit, changes in scheduling and delays resulting, directly or indirectly, from the Change, as further detailed in the Agreement. McMurray Stern (McMurray Stern, Inc., dba City (City of Vernon, California) Burt C. Gentle Co., Inc. By By Date Date E - 1 is INSTRUCTIONS TO MCMURRAY STERN Contract Number: Instruction to McMurray Stern Number: Date: Specific Instructions to McMurray Stern: In accordance with the Terms and Conditions of the Agreement, the City classifies these instructions as: Supplementary instructions, not involving a Change (Should these instructions be, in the opinion of McMurray Stern, a "Change", written notice thereof must be given to City within 10 days of the receipt of these instructions. If such written notice is given, McMurray Stern shall not commence with the work so ordered until written agreement is reached on the classification of these instructions and on the resulting adjustment in contract compensation, if any.) In the event that City and McMurray Stern fail to agree on the classification of these instructions or resulting adjustment in contract compensation, if any, refer to the Changes Section of the Agreement. A Change (McMurray Stern shall, within 10 days of the receipt of these instructions, furnish City a statement of its proposal for adjustment in contract compensation occasioned hereby. McMurray Stern shall not commence with the work so ordered until written agreement is reached on the resulting adjustment in contract compensation, if any:) In the event that City and McMurray Stern fail to agree on the classification of these instructions or resulting adjustments in contract compensation, if any, refer to the Changes Sections of the Agreement. City Representative Date Please acknowledge receipt of this instruction by returning one copy signed in the space provided below. McMurray Stem's signature hereon does not indicate his acceptance of the classification assigned hereto by City. McMurray Stem's Representative - End of Exhibit E - Date E-2 CITY COUNCIL LEONIS C. MALBURG Mayor THOMAS A. YBARRA Mayor Pro-Tem WM. 'BILL" DAVIS Councilman H. "LARRY" GONZALES Councilman W. MICHAEL McCORMICK Councilman August 17, 2006 4305 Santa Fe Avenue, Vernon, California 90058 telephone (323) 583-8811 McMurray Stern, Inc., dba Burt Gentle Co., Inc. Attn: Saul Valdez 15511 Carmenita Road Santa Fe Springs, CA 90670-5609 Re: Equipment Purchase and Services Agreement Dear Mr. Valdez: SOL BENUDIZ Police Chief MARK C. WHITWORTH Acting Fire Chief LEWIS J. POZZEBON Director of Environmental Health S. KEVIN WILSON Director of Community Services SHARON L. DUCKWORTH Acting City Treasurer The insurance requirements have been met. Transmitted herewith is a fully executed agreement, as referenced above, approved by City Council on June 21, 2006, through Resolution No. 9080. If you have any questions regarding this matter, please call Mr. Solomon Benudiz at 323/583-8811 ext. 114. Very truly yours, elly qGiin Deputy City Clerk NG:dr C: Solomon Benudiz Dolores Jaunzemis Resolution No. 9080 Agreement File No. 06-077 WXctu'siveto Wnb� AO-11 EQUIPMENT PURCHASE AND SERVICES AGREEMENT ?Ro3 93:)5! THIS AGREEMENT is made, entered into and executed in duplicate originals, either copy of which may be considered and used as the original hereof for all purposes, as of this 20 day of June, 2006, in the City of Vernon, County of Los Angeles, California BY AND BETWEEN THE CITY OF VERNON, a municipal corporation, hereinafter referred to as the "City," 4305 Santa Fe Avenue Vernon, California 90058 AND MCMURRAY STERN, INC., dba BURT C. GENTLE CO., INC. hereinafter referred as "McMurray Stern," 15511 Carmenita Road Santa Fe Springs, CA 90670-5609 RECITALS WHEREAS, the City's Police Department has determined that it needs to purchase cabinets, tables and heavy duty metal shelving for the shooting range as the existing cabinets and work areas in the range are approximately 30 years old and does not maximize the space needed to safely and securely store equipment and materials used in the range by the department (hereinafter collectively referred to as the "Equipment"); and WHEREAS, the purchase of the Equipment will improve the effectiveness of the Police Department's operation and enhance the services provided to citizens, residents and businesses within the Vernon community; and WHEREAS, the Police Department has determined that McMurray Stern is the only vendor able to work with Trespa Athlon material which is durable and resistant toitains or other damage caused by chemicals, and the Department has used McMurray Stern in the past for remodeling of the evidence room and is satisfied with the work performed by the vendor; and WHEREAS, McMurray Stem submitted a proposal for the purchase of the Equipment and installation services dated February 28, 2006 (hereinafter the "Proposal"), a copy of which is attached hereto as Exhibit A and incorporated by reference; and WHEREAS, the Proposal includes a description of the equipment and services to be performed by McMurray Stern and the attendant costs; and WHEREAS, McMurray Stern has advised the City that it is qualified and capable of providing the Equipment and services described in Exhibit A, and is willing to do so on the terms and conditions set forth below; and WHEREAS, the City desires to enter into an agreement with McMurray Stern to provide for the purchase and delivery of Equipment and the labor to install the Equipment. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1.0 Purchase and Sale of the Equipment and Scope of Services 1.1 McMurray Stern agrees to sell, deliver and install the Equipment, including all material and seismic anchoring, and the City agrees to purchase the Equipment and services as identified in Exhibit A. 1.2 Delivery. McMurray Stern shall obtain and sell and deliver the Equipment at the City of Vernon, F.O.B. Job Site. McMurray Stern is responsible for all costs of full freight, including insurance, to Job Site. Risk of loss shall pass to the City upon delivery F.O.B. Job Site. It is understood and agreed that in the event of a conflict between the Proposal and this Agreement, the terms of the Agreement shall prevail. 2.0 Time of Performance The performance of McMurray Stern shall commence upon the signing of the Agreement by both parties and shall end when McMurray Stern has completed the work according to the Proposal, unless the Agreement is otherwise terminated or extended upon written agreement of both parties to this Agreement. Delivery is expected to be completed no later six (6) to eight (8) weeks from the issuance of City's purchase order. Completion of the services to be performed by McMurray Stern is expected to be no later than sixty (60) days. 3.0 Contract Price As full and complete compensation to McMurray Stern for the timely, proper and complete performance of all obligations relating to this Agreement, City shall pay McMurray Stern, subject to the additions and deletions expressly provided for in this Agreement, the Contract Price set forth in Exhibit B. 4.0 Notices All notices, approvals, consents and other communications between the parties shall be in writing, and shall be sent by fax or by certified mail (return receipt requested) to the respective addresses set forth below, or at such other address as maybe furnished by either party to the other in writing. 2 McMurray Stern, Inc. dba Burt C. Gentle Co. Inc. Attn: Saul Valdez 15511 Carmenita Road Santa Fe Springs, CA 90670-56009 City — City of Vernon, California Attn: Bruce V. Malkenhorst, Jr. Acting City Clerk 4305 Santa Fe Avenue Vernon, California 90058 Fax: 562-eo,Z3.3039 Fax: 323-826-1438 Telephone: 562-883-3207 Telephone: 323-583-8811 ext 260 5.0 Law and Arbitration This Agreement shall be governed by the laws of the State of California. The parties agree that any and all disputes arising out of or in relation to this Agreement, including without limitation any action in tort, shall be resolved exclusively, finally and conclusively by arbitration in Los Angeles County, California under the auspices of and pursuant to the rules of the Judicial Arbitration & Mediation Services Inc. (JAMS). Each party will select an arbitrator. Those two arbitrators will then select a third. The three member panel will make the final decision. All decisions of the arbitrators shall be in writing, and the arbitrators shall provide written reasons for their decision. The arbitration decision shall be final and binding on the parties. Notwithstanding the foregoing, the parties shall be permitted to access the court system to enforce any arbitration award or to obtain injunctive relief. The exclusive jurisdiction and venue for any such action shall be the Superior Court of California, Los Angeles County. Any and all contracts between McMurray Stern and any subcontractor shall include the same arbitration clause. 6.0 Entire Agreement This Agreement shall be comprised of these signed business terms (Business Terms), together with Exhibit A — The Proposal; Exhibit B — Compensation and Payment; Exhibit C — Insurance; Exhibit D — General Provisions; and Exhibit E — Change Orders, which are all attached. In the event of conflict between this Agreement and any of the exhibits, this Agreement shall prevail. In the event of conflict between exhibits, the exhibits shall be prioritized in the following order: Exhibit D first, then Exhibits C, B, A and E. This agreement is the entire agreement of the parties, and supersedes all prior written and/or verbal communications, proposals, notices of award, negotiations, understandings and agreements, whether written or verbal, between the parties with respect to the subject matter dealt with in this Agreement. McMurray Stern expressly waives all claims for compensation based upon quantum merit, implied contract or oral contract. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, verbally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied in this Agreement, and that no other agreement, statement or promise not contained in this Agreement or a subsequent amendment or change order shall be valid or binding. No amendment or change in the provisions of this Agreement shall be made, except in a formal written amendment signed by a corporate officer of McMurray Stern and City, or in a written change order. Each party represents and warrants that it has read and fully familiarized itself with this Agreement, and that such party has been fully authorized to sign this Agreement. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by and through their authorized officers on the date, month and year first written above. McMurray Stern, Inc. Dba Burt C. Gentle Co., Inc. 4 City of Vernon Name L onis C. Malburg, ayo Date: ATTEST: l Bruce V. Malkenhorst, Jr. Acting City Clerk APPROVED AS TO FORM: Eric T. Fresch, City Attorney EXHIBIT A McMurray 1' Stern Burt C. Gentle Co., Inc. Planning solutions for filing, storage and libraries. February 28, 2006 Captain Steven Towels City of Vernon Police Department 4305 Santa Fe Ave. Vernon, CA 90058 Re: 3rd Revision to Project # 8305F- Firing Range Area - We have revised this proposal to reflect the price changes by having Specialty Science Countertops manufacture the millwork and the elimination of the weapon's racks. This proposal now consists of the following options: Firing Range Room' Delivery and installation of three tables. One cabinet to be 13' 3"wide x 24" deep x 42" high. This table will have two sections which will have a set of double -hinged doors (23.5"Wx 31"H doors) with recessed pull handles. The center section will have nine drawers approximately 21"W x 10"H each and three at 6 %"H x 21 "W. This cabinet will have atop that is 31.5" deep by 161" on the back and 144" on the front to match the shape of, the existing top and leave space in the rear for wire management. This top will also slide forward for access to wiring. The top, sides and fronts will be Trespa Athlon material. Investment for this cabinet will be: $12,100.00 Plus Tax One table that is 71 "wide x 24"deep x 42"H with three 24" wide x 63/4" high drawers and two sets of double -hinged doors with a 34 %z"W x 30"H.openings. The top of this cleaning station will have a 3" back splash equipped with a metal rail to hold 18 Lewis PlasticBox containers that are 7" long x 4"W x 2.9"H each to hold cleaning supplies. This cabinet will have an overhead light held by an integrated set of back rails. The sides and top to be made of Trespa Athlon material Investment for this cabinet will be: $ 7,412.00 Plus Tax One cabinet that is 42"wide x 24"D x 42"H with two double -hinged doors with recessed handles. The top to have a 3" back splash and be made of Trespa Athlon material. The investment for this cabinet will be: $ 3,077.00 Plus Tax A wall mounted gun locker model # HGS-06 from DSM that is 24 3/4"W x 20 3116"H with six lockable compartments. Investment for this gun locker will be: $1,203.00 Plus Tax Cleaning Room Delivery and installation of one bottom cabinet, two upper cabinets, and section of shelving with: One cabinet 11' 2" wide x 24" deep x 42" high with three sliding doors and six pull-out drawers. The top and sides to be made of Trespa Athlon. Two overhead storage cabinets 43%2" wide x 13" deep x 30" high with two sliding doors and one middle shelf with Trespa Athlon fronts. The investment for this set of cabinets will be: $ 9,231.00 Plus Tax One additional section of heavy-duty metal shelving 48"W x 15" D x 85%"H with seven (7) openings for storage of additional ammo or supplies. Your investment for this shelving will be: $ 1,216.00 plus tax Ammunition Storage Delivery and installation of five (5) sections of heavy-duty shelving to hold boxes of ammo consisting of: Four (4) sections of shelving 48"W x 15"D x 85'WH with 7 openings with 11'/4" clear x 46" clear inside dimensions per opening. One (1) section of shelving to be 30"W x 15"D x 85 %"H with 7 openings and 11 '/." clear x 28" clear inside openings. These five sections of shelving will provide 45 shelves to house 141 lineal feet of ammo storage. Your investment for this room will be: $ 2,869.00 Plus tax Total Project costs: $ 37,108.00 Tax: $ 3,061.41 Total Project: $ 40,169.41 All cabinets to be built as drawn on drawings by Alpine cabinets except for the additional 42" wide cabinet and the elimination of the full length pulls which are not possible with the Trespa material as described in the drawing. All Trespa cabinets will have %* tops and %2" sides in k Trespa's color black. Pricing includes all material, freight, installation, seismic anchoring, and are plus taxes. Lead-time on this product is 6-8 weeks from receipt of order. Our terms are 50% with the order and 50% upon completion of the project. Please call me at (562) 883-3207 should you have any questions regarding the above information. We look forward to assisting you further through the completion of this project. Sincerely, Saul Valdez McMurray Stern McMurray ! Stern Burt C. Gentle Co., Inc. Planning solutions for filing, storage and libraries. February 28, 2006 Captain Steven Towels City of Vernon Police Department 4305 Santa Fe Ave. Vernon, CA 90058 Re: Project # 8305.1- Warranties Captain Towels, The warranties on the proposed cabinetry and shelving are as follows: Spacesaver Shelving Spacesaver warrants to the original purchaser (Vernon PD) that the shelving manufactured by it will be free from defects in materials material and workmanship for the lifetime of the structural frames. Cabinetry- The cabinetry to be manufactured by SSC (Specialty Science Countertops) in the Trespa material is to have a 10 year warranty on the material (Trespa) and a two (2) year warranty on workmanship. As you know, the drawers will be equipped with Accuride glides, which are the best in the industry. Most cabinet makers provide only a one year warranty as an industry standard. Please call me at (562) 883-3207 should you have any questions regarding the above information. Steve Coates, the CEO of SSC invites you to call him directly at ((805) 499-5100 should you have any questions regarding his warranty. We look forward to assisting you further through the completion of this project. Sincerely, Saul Valdez McMurray Stern EXHIBIT B EXHIBIT B Compensation and Payment 1.0 Contract Price. 1.1 Not to Exceed Value As Compensation for McMurray Stem's delivery of the Equipment, materials and seismic anchoring and performance of the services in accordance with the terms and conditions of this Agreement, City shall pay McMurray Stern a maximum contract price of Forty Thousand One Hundred Sixty -Nine Dollars and Forty -One Cents ($40,169.41), which includes tax and freight (the "Contract Price"). The actual amount will be based on the amount required to furnish the equipment and perform the services, billed in accordance with McMurray Stem's Proposal attached as Exhibit A. 1.2 Entire Compensation Except as provided below in Exhibit D, the Contract Price is full and complete compensation, and constitutes the entire compensation due McMurray Stern for the Equipment and services and any and all of McMurray Stem's obligations hereunder, regardless of difficulty, unforeseen circumstances, hours worked or equipment, materials or personnel required. The Contract Price includes without limitation compensation for all applicable taxes, freight, customs duties, fees, overheads, profit, travel time to and from the Work Site and all other direct and indirect costs incurred or to be incurred by McMurray Stern hereunder, except as noted in Section 1.0 of the Agreement. The Contract Price set forth above and the rates set forth in any attachment incorporated into this exhibit are not subject to escalation for any reason. No adjustments in compensation shall be made as a result of changes in the value of any currency. The Contract Price shall only be adjusted by a formal, written Change Order or amendment to this Agreement. 2.0 Compensation for Changes The compensation due McMurray Stern, or the credit due City, for "Changes" (as that term is defined in Exhibit D) may not be established verbally, and shall be established in a written change order signed by City as described in Exhibit E. Compensation adjustments in each such change order shall be established by one or more of the following bases, as determined by City: (a) a lump sum price to be negotiated between the parties; or (b) on a time and materials basis based on employee rates established in Exhibit A, or (c) such lower rates as are otherwise agreed in the applicable Change Order. Once established, the amount of the compensation due McMurray Stern or credit due City for a change shall not be subject to adjustment for any reason, including changes in the value of any currency. FIIA 3.0 Invoicing and Payment McMurray Stern shall submit invoices acceptable to City, and City shall make payment to McMurray Stern in accordance with the terms set forth in Exhibit D. Payment of the invoices shall be made after acceptance and approval by City within 30 days of receipt. McMurray Stern shall be responsible for paying any subcontractors used in the performance of this Agreement. Subcontractors shall not bill the City directly. - End of Exhibit B - RIM EXHIBIT C EXHIBIT C Insurance McMurray Stern and its Subcontractor (s), if any, shall, prior to commencement of any work and for the duration of this Agreement, obtain and maintain at its own expense, those minimum levels of insurance coverage as set forth below. The insurance coverage as listed herein, shall be properly endorsed to include those contractual obligations which may be identified further within this Agreement and shall be endorsed to provide City and Owner all the rights and privileges of an additional insured. McMurray Stern shall cause its insurers to issue Certificates of Insurance or, upon request, certified copies of the insurance policies evidencing that the coverages and policy endorsements required under this Agreement, are maintained in force. McMurray Stern shall ensure its Subcontractor (s), if any, maintain those insurance requirements as specified in this Schedule C and are endorsed as additional insured(s) on all required McMurray Stern' insurance coverages. McMurray Stern and its Subcontractor (s), if any, shall maintain in effect the following minimum insurance coverages on an Occurrence Form Policy: A. Workers Compensation within the statutory limits and, if necessary, Longshoremen and Harbor Workers and Jones Act, including occupational illness or disease coverage in accordance with the laws of the nation, state, territory, or province exercising jurisdiction over the Employees. Workers Compensation and Employers Liability Insurance shall have a minimum limit of $1,000,000 per occurrence. B. Comprehensive General Liability Insurance, including, but not limited to, Contractual Liability, Products and Completed Operations Liability, Broad Form Property Damage and Bodily Injury Liability, and Explosion, Collapse and Underground Liability, with a minimum combined single limit of $1,000,000 per occurrence. C. Comprehensive Automobile Insurance, including, but not limited to, all owned, non - owned or hired vehicles with a minimum combined single limit of $1,000,000 per occurrence for bodily injury and property damage. D. Umbrella Liability Insurance with limits of $2,000,000. Such evidence of insurance can either by through the primary insurance coverages or through an excess liability policy. Such insurance shall at all times be on an occurrence form and provide policy conditions as broad as those required in the primary insurance. - End of Exhibit C - C-1 EXHIBIT D EXHIBIT D General Conditions 1.0 Definitions and Responsibilities 1.1 Definitions Whenever used in the Agreement of which these General Provisions are a part, the following terms shall mean: a. "Agreement" shall mean that formally executed Agreement or Contract which includes the Contract Documents to which this Exhibit D is attached. The Agreement constitutes the entire agreement between the parties relating to its subject matter. b. "McMurray Stern" shall mean McMurray Stern, Inc., dba Burt C. Gentle Co., Inc. and where applicable, its affiliated companies, directors, officers, employees, agents and representatives. c. "Contract Documents" shall include any inquiry, invitation to bid, or proposal which may have, but not necessarily, preceded execution of the Agreement, the General Provisions and all exhibits and schedules attached to the Agreement and all plans and specifications identified in the Contract Documents. d. "Contract Price" shall have the meaning given it in Section 3.1. e. "City" shall mean the entity which has executed the Agreement and, where applicable, its affiliated companies, and its officers, directors, employees, representatives and agents. f. "General Provisions" or "General Conditions" shall mean these General Conditions of this Exhibit D. g. "Equipment" shall mean the equipment identified in Exhibit A. h. "Owner" shall mean City of Vernon, California, and where applicable, their affiliated companies, directors, officers, employees, agents, and representatives. i. "Premises" shall mean the physical premises under City's and/or Owner's control or ownership where work hereunder is to be performed. j. "Proprietary Information" shall mean all information, whether written or oral, which McMurray Stern acquires from, through or on behalf of City, directly or indirectly, or which arises out of the work, concerning the work or proprietary processes involved in the work including, without limitation, information concerning past, present or future business plans of City, information about the operations of City's Premises, and other City information or know-how obtained during the Work, except information falling into any of the following categories: D-1 - (1) Information which, at the time of disclosure hereunder, is in the public domain; (2) Information which, after disclosure hereunder, enters the public domain, except where such entry is the result of McMurray Stern' or any entity within McMurray Stern' control or breach of this Agreement; (3) Information which prior to disclosure hereunder, was already in McMurray Stern' possession without limitation regarding disclosure to others; or (4) Information which subsequent to disclosure hereunder, is obtained by McMurray Stern from a third party who is lawfully in possession of such information and not subject to a contractual or fiduciary relationship to City with respect to said information and who does not require McMurray Stern to agree to refrain from disclosing such information to others. k. "Subcontractor(s) " shall mean any first or lower -tier Subcontractor(s) and its employees, representatives, agents, Subcontractor(s) or other personnel who have been approved in the manner required by the Agreement. 1. "Work" or "Services" shall mean the work performed by McMurray Stern and required to be performed from time to time by City under the Agreement. 1.2 City's and McMurray Stern's Representations McMurray Stern and City represents that it has read and understands the Agreement and Contract Documents. McMurray Stern represents it understands the Owner's regulations concerning premises access, badges, parking, security, safety, fire, prohibited drugs and alcohol, and smoking and other rules, and that McMurray Stern has visited the Premises where the Work is to be done and is familiar with the local conditions under which it is to be done. McMurray Stern also represents that it is experienced in providing the equipment and in performing and competent, and qualified to perform the kind of tasks or assignments included in the Work and employs or has available for employment in sufficient numbers all unskilled, skilled, administrative, supervisory, professional and managerial or other personnel required to perform the Work as required by the Agreement. 1.3 Representatives of the Parties At all times while Work is being performed on the Premises each party shall be represented thereon by a designated representative. Each parry may notify the other in writing of the identity of such persons from time to time. D-2 2.0 Scope of Work: Division of Responsibility 2.1 Description of the Work A description of the Work is set forth in this Agreement and the attachments thereto. City may at any time, by written change order by City's authorized representative identified in the Agreement, make changes only to extend the work duration and total compensation of McMurray Stem's work. Changes in the scope of work, or duties and obligations, shall be authorized only by the City. 2.2 McMurray Stern's Responsibilities Unless otherwise specified in the Agreement, McMurray Stern shall furnish the Equipment and perform the duties as outlined in the Agreement between the McMurray Stern and the City. 2.3 Work Injury The treatment and care of injuries sustained by McMurray Stem's employees, Subcontractor(s), representatives or other personnel shall be and remain the responsibility of McMurray Stern. City's and/or Owner's first aid facilities, if any, however, will be made available to McMurray Stem's employees in emergency cases which are the direct result of accidents occurring on the Premises. City shall incur no liability for, and McMurray Sternhereby agrees to indemnify Owner against, any causes of action, claim, liability or costs, including attorneys' fees, arising in whole or part out of the furnishing of such first aid facilities or assistance to McMurray Stem's employees, Subcontractor(s), representatives or other personnel, or out of the failure to furnish such facilities or assistance. 3.0 Compensation and Payment ZZA 3.1 Contract Price The compensation set forth or provided for in the Agreement is the Contract Price. Whether it expressly provides for the reimbursement of costs incurred by McMurray Stern or simply for the payment of a lump sum of money, it is intended to be the full and complete payment for satisfactory delivery of the equipment and completion of the Work and, unless otherwise stated, to cover all costs whether for materials, equipment, tools, labor, services, freight and taxes and all overhead, rentals and profit or fee, if any. 3.2 Reimbursables and Other Expenses Expenses may only be billed if advance written approval has been obtained from the Acting City Clerk. D-3 3.3 Terms of Payment McMurray Stern shall be entitled to receive fifty percent (50%) upon issuance of the Purchase Order and the balance due at the completion of Work. McMurray Stern shall submit progress payment requests, prepared in accordance with City requirements, upon completion of the Work. City will make payment to McMurray Stern within thirty (30) days after acceptance and approval of the invoice received from McMurray Stern. 3.4 Records, Inspection and Audit During the course of the Equipment being furnished and the Work being performed, McMurray Stern and any of its Subcontractor(s), shall maintain and retain, not less than three years after completion thereof, complete and accurate records of the McMurray Stem's costs which are chargeable to City under this Agreement. City or its designated, authorized representatives, shall have the right during this three year period, upon written reasonable notice, to inspect and audit those records. Such records to be maintained and retained by the McMurray Stern shall include: (a) payroll record accounting for the total time distribution of the McMurray Stem's employees working full or part time on the Work (to permit tracing to payrolls and related tax returns) as well as canceled checks or signed receipts for payroll payments in cash; (b) invoices for purchases, receiving and issuing documents, and all the other unit -inventory records for the McMurray Stem's stores stock or capital items; (c) paid invoices and canceled checks for material purchased and for the Subcontractor(s) and any other third -parties' charges; and (d) any other documentation City deems necessary to support costs and charges under this Agreement. 3.5 Corporate Conduct McMurray Stern, its employees, agents or representatives shall not offer or give to an officer, official, or employee of City or Owner, gifts, entertainment, payments, loans or other gratuities to influence the award of a contract or obtain favorable treatment under a contract. 4.0 Termination of Contract 4.1 Non -Default Termination City, at its sole discretion, may terminate this Contract upon fifteen (15) days written Notice to McMurray Stern and such termination shall be effective in the manner specified in such Notice and shall be without prejudice to any claim that either party may have against the other. 4.2 Termination Payment In the event of any such termination, in full and complete settlement for the equipment furnished and termination of the Work, City shall pay McMurray Stern for the equipment and services performed prior to the date of delivery of the 1 termination notice, plus compensation for (i) necessary equipment furnished and work performed during the notice period and authorized in the termination notice, and (ii) all costs reasonably and necessarily incurred by McMurray Stern directly attributable to termination which could not reasonably have been avoided and for which McMurray Stern is not otherwise compensated that are incurred through the date of the termination and in effectuating the termination (the "Termination Expenses"). Termination Expenses shall not include lost profits, lost opportunities, consequential damages, or the like. In no event shall total payment exceed the Contract Price. 4.3 Loss of Profits In the event of any termination of this Contract or reduction in equipment or scope of the Work, McMurray Stern shall not be entitled to damages for loss of profits for the unexecuted portion of the equipment and Work or any other damages because of such termination or reduction. 5.0 General provisions 5.1 Independent Contractor McMurray Stern shall be an independent contractor with respect to all the services to be performed hereunder and shall have responsibility for and control over the details and means for performing the Work. Neither McMurray Stem nor any of those employed in furnishing such services shall be deemed the agents, representatives, employees or servants of City. McMurray Stern shall have complete and sole control over its employees, the details of the services and the methods by which the services are accomplished, it being understood that City is interested only in the results to be obtained by McMurray Stern. 5.2 Insurance McMurray Stern agrees to provide insurance in the amounts and forms specified in Exhibit C, which is attached hereto and incorporated by reference. McMurray Stern shall submit to the City documentation indicating compliance with these minimum requirements no less than one (1) day prior to the beginning of performance under this Agreement. McMurray Stern shall not commence performance of its work under this Agreement until the above insurance has been obtained and proof of insurance has been filed with and approved by the City. McMurray Stern shall not permit a subcontractor or vendor to perform work on City premises unless and until a certificate of insurance is obtained showing that such subcontractor or vendor has worker's compensation coverage. If McMurray Stern employs subcontractors as part of the services rendered, McMurray Stern' protective coverage is required. McMurray Stern may include all subcontractors as insureds under its own policy or shall furnish separate insurance for each subcontractor, meeting the requirements set forth herein. 5.3 Standard of Care McMurray Stern agrees that all services provided will be conducted by the principal and competent staff members, if any, under the supervision of the principal, and that services will be performed and rendered diligently. McMurray Stern represents that it has, or shall secure, at its own expense, all personnel required to perform McMurray Stem's services under this Agreement, but at all times shall be responsible for the services of such personnel. McMurray Stern may not employ any subcontractor(s) without the prior written approval of the City. 5.4 Indemnification McMurray Stem's Indemnity. To the fullest extent permitted by law, McMurray Stern shall defend, indemnify and hold harmless City and its elected officials, officers, agents and employees from all claims, suits, actions, demands, damages, liabilities, expenses, judgments, settlements and penalties, losses, fines, and all costs and expenses incurred in connection therewith, including reasonable attorneys' fees and all costs of defense, arising out of or attributable to the negligent or wrongful acts of McMurray Stern or its employees or agents under this Agreement, except to the extent arising from or caused by the sole negligence or willful misconduct of the City, its officers, agents or employees. The terms of this indemnity shall survive the termination of this Agreement. The obligations in this Paragraph are in addition to McMurray Stern' duty to provide insurance and shall not be limited by any limitation on the amount or type of insurance coverage carried by McMurray Stern. Indemnity Process. The City shall notify McMurray Stern in writing of any suits, claims or demands covered by this indemnity. Promptly after receipt of such notice, McMurray Stern shall assume the defense of such claim with counsel reasonably satisfactory to City. If McMurray Stern fails, within a reasonable time after receipt of such notice, to assume the defense with counsel reasonably satisfactory to City, or if, in the reasonable judgment of City, a direct or indirect conflict of interest exists between the parties with respect to the claim, or if in the sole judgment of City the assumption and conduct of the defense by McMurray Stern would materially and adversely affect City in any manner or prejudice its ability to conduct a successful defense, then the City shall have the right to undertake the defense, compromise and settlement of such claim for the account and at the expense of McMurray Stern. Notwithstanding the above, if the City in its sole discretion so elects, City may also participate in the defense of such actions by employing counsel at its expense, without waiving the City's obligations to indemnify or defend. McMurray Stern shall not settle or compromise any claim or consent to the entry of any judgment without the prior written consent of the City and without an unconditional release of all liability by each claimant or plaintiff to the City. 5.5 Treatment of Confidential and Proprietary Information a. For ten years after the effective date of this Agreement, McMurray Stern shall refrain from using any Confidential or Proprietary Information except in connection with the Work or from disclosing it to any third party other than to employees of McMurray Stern who require it in performance of the Work and except to such other third persons as City may otherwise authorize in writing. If disclosure to such an employee or other third person is so authorized, McMurray Stern shall enter into with said party, a confidentiality agreement containing provisions with respect to use and disclosure of Proprietary Information substantially the same as those contained in this General Condition. b. McMurray Stern shall take reasonable precautions to safeguard any documents containing Proprietary Information which City may supply to McMurray Stern hereunder. McMurray Stern may copy, in whole or part, such documents to the extent necessary for the performance of the Work and McMurray Stern shall return to City upon the completion of the Work or request by City all such documents and copies. c. Except as expressly permitted by prior written consent of the City, McMurray Stern and/or its subcontractors shall not disclose, permit the disclosure of, release, disseminate, or transfer, whether orally or by any other means, any part of such Confidential Information to any other person or entity, without the express prior written consent of an authorized representative of the City. McMurray Stern and/or its subcontractors shall return any written Confidential Information and all copies made of such items to the City upon the City's written request, but in any event not later than the date that McMurray Stern has delivered all equipment and performed all Work to be performed pursuant to this Agreement. McMurray Stern hereby agrees that such Confidential Information and any documents provided may be used by McMurray Stern and/or its subcontractors only as authorized by the City. McMurray Stern shall include a provision in its agreements with subcontractors that binds the subcontractors to this non- disclosure requirement. 5.6 Compliance with City's and Owner's Regulations McMurray Stern shall observe, and shall cause its Subcontractor(s) and the employees of each of them to observe, all of City's and Owner's regulations as they may be revised from time to time concerning the safety and security of persons and property, housekeeping and Premises or plant work hours. 5.7 Compliance with Authority McMurray Stern shall comply with all laws, regulations, executive orders and other applicable requirements of any governmental agencies having jurisdiction including the Fair Labor Standards Act, the Occupational Safety and Health Act and all those relating in any way to employment practices and protection of the environment. McMurray Stern shall not discriminate against any employee or D-7 any applicant for employment for reasons of race, color, creed, sex, age or national origin. McMurray Stern shall make timely payment of all employment taxes and of all social security and other contributions of every kind required to be made with respect to or measure by the wages and salaries of persons employed by McMurray Stern. McMurray Stern shall indemnify City and Owner against, and hold City and Owner harmless from, any liability or loss including liability or loss from fines or penalties arising out of McMurray Stern' failure to perform the obligations imposed upon it by this section. 5.8 Assignments and Subcontractors McMurray Stem's rights under this Agreement may not be assigned nor may its duties be delegated or subcontracted without the prior written consent of City. Any assignment or delegation or subcontract in violation of this section shall, at City's discretion, be void. Consent by City shall not relieve McMurray Stern of responsibility for performance of McMurray Stern' obligations hereunder. City may assign all or any part of this Agreement at any time effective immediately upon written notification to McMurray Stern. 5.9 Waiver The waiver by either party of a breach or default by the other party shall not be deemed a waiver of any different or later breach; nor shall any delay or omission by either party to exercise any right it may have hereunder operate as a waiver of any breach or default or of such right. 5.10 Applicable Law This Agreement shall be governed by and construed under the laws of the State of California. 5.11 Captions The captions used in this Agreement are for convenience only and shall in no way define, limit or describe the scope or intent of this Agreement or any part thereof. 5.12 Notices All notices required or permitted hereunder shall be in writing and shall be delivered to the entity or person identified in the Contract Documents under Notices. Notice sent by properly addressed mail, certified or registered with return receipt requested and postage prepaid, shall be effective three days after deposit in the mail or when received, whichever is earlier. Notice sent by facsimile, telegraph, telex or cable and confirmed by copy thereof sent by registered or certified mail shall be effective upon the date of such facsimile, telegraph, telex or cable. Notices sent in any other manner shall be effective only if and when received. 5.13 Entire Agreement The Agreement, and the attached Exhibits, constitute the entire Agreement by the parties and it may not be altered, amended or changed without a duly executed document by all parties. 5.14 Attorneys' Fees In the event a dispute, claim or litigation arises regarding this Agreement, the prevailing party shall be entitled to reimbursement for reasonable attorneys' fees and actual costs. 5.15 Changes in the Work City may make "Changes" by increasing, reducing or deviating from the requirements of the equipment or scope of Work. A form of Change Order is set forth in Exhibit E attached hereto and incorporated by reference. 5.16 Forum Any dispute related to this Agreement shall be adjudicated in a state court serving the County of Los Angeles, California. 5.17 Force Majeure Neither parry shall be considered to be in default in any of its obligations under this Agreement when a failure of performance shall be due to an uncontrollable force. The term "uncontrollable force" shall mean any cause beyond the control of the party affected, including, but not restricted to, flood, earthquake, storm, fire, lightening, epidemic, war, riot, civil disturbance or disobedience, federal, state, or municipal action, statute, ordinance, or regulation, embargoes of the United States Government or any other government, which by exercise of due diligence such party could not reasonably have been expected to avoid and by exercise of due diligence has been unable to overcome. Either party rendered unable to fulfill any of its obligations under this Agreement by reason of an 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. 5.18 Warranty McMurray Stern warrants that all equipment will be new and free from defects in materials and workmanship, comply with the specifications provided by the manufacturers, be of good quality and merchantability, and fit for their intended purposes, and conform to all applicable governmental regulations, statutes, and ordinances. Any equipment not conforming to these requirements, including F substitutions not properly approved and authorized, may be considered defective. In the event that the test results obtained by either McMurray Stern or the City reveals that any portion of the equipment does not meet the City's specifications or the City identifies any defects in or damage to the equipment, McMurray Stern shall promptly repair or replace any defective equipment; provided, however, that if, in the City's reasonable discretion, the quantity or quality of the defects are substantial, the City shall have the option of rejecting the entire shipment of equipment from that vendor, and obtaining another vendor to provide that equipment. McMurray Stern shall be responsible for all direct and indirect costs that maybe incurred by the City in connection with the rejection and/or replacement of damaged or defective equipment, including any and all damages caused to the City's existing equipment, storage and/or system by the use of defective equipment provided by McMurray Stern. Manufacturers' Warranties. McMurray Stern shall obtain for the benefit of the City, and assign to the City, commercially reasonable manufacturers' warranties, specifically, Space Shelving warrants shelving manufactured by it will be free from defects in materials and workmanship for the lifetime of the structural frames and Specialty Science Countertops shall provide a 10-year warranty on the cabinetry material and a 2-year warranty on the cabinetry workmanship. McMurray Stern shall provide and a one (1) year labor and material warranty to begin upon City's acceptance of the Equipment. All manufacturers' warranties, any warranties typically provided by McMurray Stern and any other warranties made applicable by law shall apply to the City's purchase of the Equipment. Warranties shall commence from the date the City receives the Equipment under this contract or the City's acceptance of the Equipment being purchased hereunder, whichever occurs first. McMurray Stern shall assist the City in the enforcement of all such warranties. Warranty Period. McMurray Stern, at its cost, shall promptly repair or replace or cause the manufacturer to repair or replace (provided, however, that the City shall cooperate in working with the manufacturers if the warranties have been assigned to the City) Equipment rejected by the City as defective or as failing to conform to this contract if reported to McMurray Stern within the Warranty Period. The Warranty Period shall commence from the date Equipment delivered hereunder or from the date of the City's acceptance of the Equipment being purchased hereunder, whichever occurs first; or (b) such longer period of time as may be prescribed by law or by the terms of the applicable manufacturers' warranty. The City shall give such notice promptly after discovery of a defective condition. A new Warranty Period shall commence for replaced Equipment on the date the replacement was made. McMurray Stem's obligations hereunder shall include the obligation to repair any damage to other property caused by the defective Equipment or the repair thereof. McMurray Stern shall indemnify the City from and hold the City harmless against any and all claims, liabilities, liens, damages, losses, costs, and expenses, including reasonable attorneys' fees and all costs of defense, arising out of or relating (a) to any such Equipment found to be defective or not in accordance with this contract, or (b) the correction of any such Equipment. D-10 The foregoing representations, warranties, covenants, and agreements shall survive any termination of this contract and final completion of the delivery of the Equipment and are in addition to, and not in lieu of, any and all other liability imposed upon McMurray Stern by law with respect to McMurray Stem's duties, obligations and performance hereunder. - End of Exhibit D - D-11 EXHIBIT E EXHIBIT E Form Change Order CHANGE Contract Number: Change Number: The requirements of the above designated Agreement are changed as follows: City and McMurray Stern agree that McMurray Stem's compensation shall be adjusted as follows: City and McMurray Stern agree that McMurray Stem's schedule shall be adjusted as follows: This adjustment covers the entire compensation for the Change set forth above and includes, but is not limited to compensation for all engineering, material, equipment, subcontracts, labor, overhead, profit, changes in scheduling and delays resulting, directly or indirectly, from the Change, as further detailed in the Agreement. McMurray Stern (McMurray Stern, Inc., dba City (City of Vernon, California) Burt C. Gentle Co., Inc. By By Date Date E-1 INSTRUCTIONS TO MCMURRAY STERN Contract Number: Instruction to McMurray Stern Number: Date: Specific Instructions to McMurray Stern: In accordance with the Terms and Conditions of the Agreement, the City classifies these instructions as: Supplementary instructions, not involving a Change (Should these instructions be, in the opinion of McMurray Stern, a "Change", written notice thereof must be given to City within 10 days of the receipt of these instructions. If such written notice is given, McMurray Stern shall not commence with the work so ordered until written agreement is reached on the classification of these instructions and on the resulting adjustment in contract compensation, if any.) In the event that City and McMurray Stern fail to agree on the classification of these instructions or resulting adjustment in contract compensation, if any, refer to the Changes Section of the Agreement. A Change (McMurray Stern shall, within 10 days of the receipt of these instructions, furnish City a statement of its proposal for adjustment in contract compensation occasioned hereby. McMurray Stern shall not commence with the work so ordered until written agreement is reached on the resulting adjustment in contract compensation, if any.) In the event that City and McMurray Stern fail to agree on the classification of these instructions or resulting adjustments in contract compensation, if any, refer to the Changes Sections of the Agreement. City Representative Date Please acknowledge receipt of this instruction by returning one copy signed in the space provided below. McMurray Stem's signature hereon does not indicate his acceptance of the classification assigned hereto by City. McMurray Stem's Representative - End of Exhibit E - E-2 Date RISK MANAGEMENT OFFICE INTER -DEPARTMENT MEMORANDUM DATE: May 31, 2006 TO: Nelly Giron Deputy City Clerk FROM: Willard G. Yamaguchi Chief Deputy City Attorney/Acting Risk Manager RE: McMurray Stern, Inc. Please be advised that the above referenced has provided acceptable insurance coverage. Attached for your retention are original insurance certificates and related policies, declarations and/or endorsements for the above -referenced insured that were issued by: • Golden Eagle (General Liability and Automobile Liability) • Fireman's Fund Insurance (Excess/Umbrella Liability) • Employers Compensation Ins Co (Workers Compensation) This concerns shelving and storage for the Police Department's shooting range. WY/kr cc: Debby Nickens DATE (MM1DDlYYYY) ACORD, CERTIFICATE OF LIABILITY INSURANCE 05/19/2006 PRODU':ER (9Sl)587-2719 FAX (951)S87-6001 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Patrion Insurance - Lic #OB84S51 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 42145 Lyndi a Ln . , #202 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Temecula, CA 92S91 Heidi Farmani INSURERS AFFORDING COVERAGE NAIC # INSURED McMurray Stern, Inc. INSURER A: Golden Eagle DBA: Burt C. Gentle Co. Inc. 15S11 Carmenita Road Santa Fe Springs, CA 90670-S609 INSURERB: Fireman's Fund Insurance INSURERc: Employers Compensation Ins Co INSURER D: INSURER E: GUVtKAlatb THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR AWL TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CBP9503025 07/11/200S 07/11/2006 EACH OCCURRENCE $ 1,000,000. DAMAGE TO RENTED PR nrpmrpnce) $ 100,0001 $ S , OO CLAIMS MADE � OCCUR MED EXP (Any one person) PERSONAL & ADV INJURY $ 1, OOO, OO A X Deductible- None GENEPAL AGGREGATE 2, 000, 0010 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2, 000, OO PRO- LOc X POLICY ElJECT El AUTOMOBILE LIABILITY ANY AUTO CBP9SO302S 07/11/200S 07/11/2006 COMBINED SINGLE LIMIT (Ea accident) $ _ 1,000,000 BODILY INJURY (Per person) $ A X ALL OWNED AUTOS SCHEDULED AUTOS X HIRED AUTOS X NON -OWNED AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ NXX COIF $ 500 Ded Coll $1000 Ded GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC AUTO ONLY: AGG $ ANY AUTO $ EXCESSIUMBRELLA LIABILITY XYM69106342 07/11/200S 07/11/2006 EACH OCCURRENCE $ 8,000,000 AGGREGATE $ 8,000,000 X OCCUR CLAIMS MADE $ -- B $ X DEDUCTIBLE $ RETENTION $ 0 WORKERS COMPENSATION AND FN-316713-04 09/01/2005 09/01/2006 X I WC STATU- O R E.L. EACH ACCIDENT $ 1,000,000 EMPLOYERS' LIABILITY C ANY PROPRIETORIPARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 if yes, describe under SPECIAL PROVISIONS below I OTHER DESCRIPTION OF OPERATIONS ! LOCATIONS / VEHICLES ! EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS roject#: Veron Police Department he city of Veron, its officers and employee are named as additional insured where required by contract er attached endorsement. ndorsement CG 20 10 10 01 -10 day notice of cancellation for nonpayment of premium. City of Vernon Attn: Steve Towles 4305 Santa Fe Ave. Vernon, CA 90058 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPO INSURER, ITS AGENTS OR AUTHORIZED REPRE r- i1 ACORD 25 (2001/08) FAX: (323)826-1481 n 6&ORD CORPORATION 1988 POLICY NUMBER: CBP9W3025 MCMURRAY STERN, INC. Dba: Burt C. Gentle Co, Inc. COMMERCIAL GENERAL LIABILITY CG 20 10 10 01 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Nam of Person or Organization: The City of Vernon, its officers and employees. Location and Description of completed operations: i Project#: Vernon Police Department Insurance is primary If no entry appears above, information required to complete this endorsement will be shown in the Decla- rations as applicable to this endorsement.) A. Section 11— Who is An Insured is amended to (1) A I work, including materials, parts or include as an insured the person or organization equipment furnished in connection with shown in the Schedule, but only with respect to such work, on the project (other than liability arising out of your ongoing operations per- service,, maintenance or repairs) to be formed for that insured. performed by or on behalf of the addi- B. With respect to the insurance afforded to these tional insured(s) at the site of the cov- additional insureds, the following exclusion is ered operations has been completed; added: or 2. Exclusions (2) That portion of "your work" out of which This insurance does not to "both m- the injury or damage arises has been "bodily put to its intended use by any person or jury" or "property damage" occurring after: organization other than another con- tractor or subcontractor engaged in performing operations for a principal as a part of -the same project. CG 20 10 10 01 0 ISO Properties, Inc., 2000 Page 1 of 1 0 05111I1bbb l5: 4:3 9Jbl-587-2995 'umber. CBP9503025 is Provided In PEERLESS INSURANCE COMPANY - A STOCK COMPANY PAGE 05/08 Named Insured. Agent. MCNIURRAY STERN INC PROFESSIONAL INSURANCE ASSOGIA BURT C GENTLE COMPANY INC Agent Code: 4295325 Agent Phon4; (650)-592-7333 THiS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CA4ULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART i Section 11 — Who Is An insured is amended to include as an insured the person or organlzat' � shown in the Schedule, but only w+tth respect to liability arising out of "your work" at the location designated and described in the schedule of this endorsement Performed for that insured and included in the "products -completed operations hazard". SCHEDULE Name of Person or Organization: BLANKET Location And Description of Completed Operations: BLANKET Additional Premium: INCLUDED i (if no entry appears above, information required to complete this endorsement wIll be shown in the DLIarations as applicable to this endorsement.) CG 20 37 (10101) 07A 2005 9603D25 0 ISO Properties, inc„ 2000 AGENT COPY II NEUSXJXK25M PGDMOOW Jos= GCAFPPN 0 ? Poe i 5 b5l23I2110b 1b:43 951-587-2995 RENEWAL , PAGE 02/08 Golden Eagle Fonnfnig a part of PolicY Number: CBP 9503025 Coverage Is Provided In PEERLESS INSURANCE COMPANY - A STOCK COMPANY Named insured: MCMURRAY STERN -INC BURT C GENTLE COMPANY INC Agent: i PROFESSIONAL INSURANCE ASSOCIA Agent G+nde: 4295325 Agent Phone: TOTAL ADVANCE PREMIUM FOR ALL LIABILITY COVERAGE PARTS $ 28 , 288 , 0b COMMERCIAL GENERAL LIABILITY COVEwE PART DECLARATIONS j L,IWS OF INSURANCE Each Occurrence Limit $ 1,000,000 Damage To Premises Rented To You U mt $ 100,000 Any One Premises Medical Expense Lfrnit $ 5, 000 Any One P"n Personal and Adverfising injury Limit $ 1,000,000 Any One Peron or Or ganization General Aggregate Limit (Other Than ProdUft/Completed Operations) $ 2,000,000 PwduclsCompleted Operations Aggregate Limit $ 1,000,000 LOCATION OF PREMISES LocaSon Number Address of All Premises You Own, Rent or Occupy 001 15511 CARMENITA ROAD SANTA FE SPRINGS CA 90670-5609 PREMIUM class Classification Description Code Rates Premium Terrffnry Prods/ AllProds/ _ mince Premium All Rase Code Comp, Ops Other Comp Ops OtIw CA i LOCATION 001 i 22-19 (12/02) 1 07/11I2o% 9503025 AGENT COPY NEUSX,n(K18tt6 PGDMOODD J27180 STACKOOG 00MI400 Flap 41 yb1-b87-299b PAGE 06/08 s 4 W a W Declarations THE FUNd UMBRELLAO POLICY NUMBER; XYM-000--6910-6342 POLICY PERIOD: FROM 07/11/05 TO 07/11/06 (12:01 A.M. Standard time at the address of the Named Insured as stated herein) NAMED INSURED AND MAILING ADDRESS: MCMURRAY STERN, INC AS PER ENDORSEMENT 178700-3•-98 15511 CARMENITA RD SANTA FE SPRING$, CA 90670 FIREMAN'S FUND INSURANCE COMPANIES Coverage Is provided In th& following company, a stock company`4 01 Firemen's Fund Insurance Company In returh for the Payment of the pramiym, and subject to all the -terma of this Policy, we agree With you to provide the Insurance as stated in this Policy. LIMITS OF INSURANCE 03,000,000 Each Occurrence 08,000,000 Aggregate PREMIUM Basis of Premium, Fla+ charge Advance Premium, 017,571 Annual Minimum Premium. $17,57i Terrorism Risk Insurance Act - Certified Acts Coverage - Not Covered SCHEDULE OF PRIMARY INSURANCE a + This schedule is described within Form No. 178300-06-92 which forms a hart of this Policy's declarations. SCHEDULE OF ENdbRSEMENTS This schedule is described within Form No. 178250-04-04 which forms s Part of this PolicY's declarations. gG ��-' F3TIE � !� JUL 2 8 1005 BY.--------------._.... Date of Issue; Countersignature of Authorized Agent: 07/29/2005 This declarations page is issued in conjunction with and forms a part of Policy Form! gr�OD 10-03. Und Group Branch lProducercade 7ProducerNWR 0�► 496 Sal OFESSIONAL INSURANCE Comm. Audit Frequency 12.5 0 THIS IS A DIRECT BILL POLICY Previoy No. --_IXYM-0�00-76:38-1086 UO/ L.J/ LYJUb IZ): 4d y!31-b8t-23'Jb PAGE 04/08 RENEWAL Forming a part of Policy Number; CBP 9503MS Coverage Is Provided to PEERLESS INSURANCE COMPANY - A STOCK COMPANY Named Insured: Agent: MCMURRAY STERN INC PROFESSIONAL INSURANCE ASSOCIA BURT C GENTLE COMPANY INC Agent Code: 4295326 Agent Phone: (860)-592-7333 COMMERCIAL GENERAL LIMLITY COVERAGE PART DECLARATIONS (Continued) FORMS AND ENDORSEMENTS Forms and Endorsements applying to this Coverage Part and made part of this policy: Form Number Dascrip4on CGO435 - 0202 EMPLOYEE BENEFITS LIABILITY COVERAGE CG2147 - 0798 EMPLOYMENT RELATED PRACTICES EXCLUSION CG2149 - 0999 TOTAL POLLUTION EXCLUSION ENDORSEMENT CG2160 0998 EXCL-YEAR 2000 COMPUTER-RELATED/ELECTRONIC PROBLEMS01 CG2167 - 0402 FUNGI OR BACTERIAL EXCLUSION CG2503 - 0397 DESIGNATED CONSTRUCTION PROJECT(S) GENERAL AGG LIMIT GECG602 - 0904 COMMERCIAL GENERAL LIABILITY GOLD ENDORSEMENT GE;CG616 - 0600 EXCLUSION RESIDENTIAL WORK GECG635 - 0504 AMENDMENT OF COVERAGE B GECG827A . 1197 PRIMARY INS ENDORSEMENT GECG826 - 0198 LAND OR SOIL MOVEMENT EXCLUSION / ! inohnleG OOPfthted mdwW of Insurance SerWm OMM, ft. wkh Ifs permbsion. CapyrbK Insunum Servlcee Omm, Inc. 1902,16,1004. IM, 200D. Date ISSU1 d: 06M W005 22-19 (12/02) ■ 07/11/2005 AGENT COPY ` IVEtlSXJXK1606 PGDMMD J27180 STAcKwG OObm4o2 Pees 43 �11 Best's Rating Center - Company Information for Golden Eagle Insurance Corporation Pagel of 2 Rating Center ' View Ratings: Financial Strength Issuer Credit Securities Advanced Search Other Web Centei Rating Wthodology Industry Research Ratings Definitions Golden Eagle Insurance Corporation Search Best's Ratings (a member of Liber* Mutual Insurance ComManles) (view securities for related issuers) Assigned to companies that Releases A.M.Best #: 12076 NAIL #: 10036 FEIN #: 330763205 have, in our opinion, an Press excellent ability to meet their Related Products Address: 525 B Street Phone: 619-744-6000 ongoing obligations to San Diego, CA 92101 Fax: 619-744-6011 policyholders. industry & Regional web: www.goldeneaglecorp.com j Country Risk oHowtoGet Rated^� Contact an Analyst Best's Ratings Financial Strength Ratings View_ Definitions Rating: A (Excellent) Affiliation Code: p (Pooled) Financial Size Category: XV ($2 billion or more) Outlook: Stable Action: Affirmed Effective Date: January 25, 2006 * Denotes Under Review _Best's_Ratings Issuer Credit Ratings view DeflnitiQ Long-Term:a Outlook: Stable Action: Assigned Date: January 25, 2006 Reports and News Visit our NewsRoom for the latest news and ress releases for this company and its A.M. Best GrouE _.. Best's Company Retort - includes Best's Financial Strength Rating and rationale along witl analytical commentary, detailed business overview and key financial data. r Report Revision Date: 03/23/2006 (represents the latest significant change). Historical Reports are available in Best's Company Report Archive. Best's Executive Summary Reports (Financial Overview) -available in three versions, the style reports feature balance sheet, income statement, key financial performance tests inclu( liquidity and reserve analysis. Data Status: 2006 Best's Statement File - P/C, US. Contains data compiled as of 4/30/2006 Checked). Single Company - fire years of financial data specifically on this company. Comparison - side -by -side financial analysis of this company with a peer group of up to companies you select. Composite - evaluate this company's financials against a peer group composite. Report average and total composite of your selected peer group. Note: Adobe Reader is required to view the reports listed above. This software is availableft S�rstems Inc. An Excel export option is also available once the report has been opened usinc Sest's Key_Rating_Guide Presentation Rep—ort - includes Besfs Financial Strength Rating as provided in Best's Key Rating Guide products. Data Status: 2004 Financial Data (Quality Cross Checked). Financial and Analytical Products Best's Property/Casualty_Center_-_Premium_Data_&Reports Best's Key_ Rating Guide -. P/C US & Canada Best's Statement_ File_=P_/C—US Best's Statement File - Global http://www3.ambest.com/ratings/FullProfile.asp?B1=0&AMBNum=12076&A]tSrc=1 &Alt... 5/18/2006 Best's Rating Center - Company Information for Fireman Fund Insurance Companies Page I of 2 I Rate Center I Industry Research Ratings Definitions ► Search Best's Ratincis I Press Releases I Related Products ►1 Industry & Regional Country Risk s� How to Get Rated Contact an Analyst r�) View Ratings: Financial Streogth Issuer Credit Securities Advanced Search Other Web Centei Firemans Fund Insurance Companies (a member of Allianz of America Inc) (view securRies for related issuers Assigned to companies that A,LBest #: 00034 have, in our opinion, an Address: 777 San Marin Drive Phone: 415-899-2000 excellent abAny to meet their ongoing obligations to Novato, CA 94998 Fax: 415-899-3600 policyholders.`'' Web: www.the-fund.com Best's Ratings Financial Strength Ratings View Definitions Rating: A (Excellent) Financial Size Category: XV ($2 billion or more) Outlook: Stable Action: Affirmed Effective Date: July 22, 2005 * Denotes Under Review Best's Ratigs Issuer Credit Ratings _View Definitio Long-Term:a Outlook: Stable Action: Assigned Date: July 22, 2005 Reports and News Visit our NewsRoom for the latest news and press releases for this company and its A.M. Best GrouF Best's Company Report - includes Best's Financial Strength Rating and rationale along Wit analytical commentary, detailed business overview and key financial data. r Report Revision Date: 07/22/2006 (represents the latest significant change). Historical Reports are available in Best's Company Report Archive. Bests Executive Summary Reports (Financial Overview) - available in three versions, tb style reports feature balance sheet, income statement, key financial performance tests incluc liquidity and reserve analysis. Data Status: 2006 Bests Statement File - PIC, US. Contains data compiled as of 4/30/2006 Checked). • Single Company - five years of financial data specifically on this company. . Comparison - side -by -side financial analysis of this company with a peer group of up to companies you select. • Composite - evaluate this company's financials against a peer group composite. Report average and total composite of your selected peer group. Note: Adobe Reader is required to view the reports listed above. This software is available fi Systems inc. An Excel export option is also available once the report has been opened usinc Beef's Key Rating -Guide Presentation Report - includes Best's Financial Strength Rating as provided in Bests Key Rating Guide products. Data Status: 2004 Financial Data (Quality Cross Checked). Financial and Analytical Products Bests_ Propertu/Casua Center - Premium Data &_Reports Best's_Key_Ratin_Guide_- P/C, US & Canada Best's _Statement _File --P/C-US Best's Statement File - Global Best's Insurance Reports - P__/G US_& Canada http://www3.ambest.com/ratings/Ful]Profile.asp?BI=O&ANMNum=34&A1tSrc=1 &A]tNu... 5/18/2006