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03.19 Modular Office Purchase Water Division �7��O�PO��M' ��'� �� AGENDA ITEM ��cF��s:,e�.�;t� `�°A April 9, 2019 TO: Honorable Mayor and Members of the City Council THRU: Rick Otto, City Manager FROM: Christopher C , ublic Works Directo REVIEW: City Man er Finance `��i 1 . SUBJECT - Purchase and installation of a modular office and electrical improvements for the Department of Public Works, Water Division. 2. SUMMARY Purchase and installation of a modular office, and electrical service upgrade, from Mobile Modular Management Corporation through a Cooperative Purchasing Agreement, as replacement for the existing modular office that has reached the end of its service life. 3. RECOMMENDED ACTION 1. Approve the Sales Agreement and Site Services Agreement for the purchase, installation, and electrical improvements of a new modular office from Mobile Modular Management Corporation, for $173,608, and authorize the Mayor and City Clerk to execute on behalf of the City. 2. Authorize the appropriation of $82,983 from the Water Fund unreserved fund balance to expenditure account number 600.8041.56020.18934, Water Fund - Field Supervisor's Office. 4. FISCAL IMPACT Upon appropriation, funds will be available to cover the total cost of $173,608 for these agreements in the Water Fund (600), Water Field Supervisor's Office (18934). 5. STRATEGIC PLAN GOALS Goal 1: Provide for a safe community a: Provide staffing and resources to deliver services that ensure public safety. Goal 2: Be a fiscally healthy community a: Expend fiscal resources responsibly. ITEM 3•�°r � 04/09/2019 6. DISCUSSION AND BACKGROUND The Water Division Headquarters is an aging facility that needs improvement to maintain dependability and continuous operation. The planned improvement includes adding parking spaces and creating adequate office space for field operations. In March 2019, the City Council approved the parking lot expansion project at the Water Division. This project provides much-needed space for service trucks, employee vehicles, and visitor parking. To continue with the planned improvements, the Water Division proposes to replace the old, undersized modular office with a larger new unit. The existing modular office is a refurbished unit that has been in place for over twenty years and shows signs of deterioration. The existing office does not comply with current ADA requirements and does not provide adequate working space for current field staff. The proposed modular office comes with two exit doorways equipped with stairs and an ADA access ramp, and provides sufficient room for existing and future field staff operations. Staff has determined that it is more cost effective to replace the existing modular office with a new unit as opposed to constructing a permanent office building. The new modular office building has a life expectancy of 30 years compared to 75 years for a traditional office building however, with proper maintenance, it is expected a modular office to last beyond its life expectancy. The cost for complete installation of the new modular office building is $173,608, approximately $180 per square foot, compared to approximately $355 per square foot for a traditional office building, depending on its size and location. It also takes longer to construct and is more disruptive to the daily operation of the Water Division. Moreover, the lifetime maintenance costs of the new modular office building are less than a permanent building. The Purchasing Division of the Finance Department determined the most cost-effective purchase price is through the General Services Administration (GSA) Cooperative Purchasing Agreement Contract # GS-07F-0401X with Mobile Modular Management Corporation. The component costs of the purchase are $134,058 for the modular unit and $39,550 for the electrical upgrade, for a total contract cost of$173,608. Also included in the submitted quote is the removal of the existing modular office, complete delivery and installation of the new modular office, and electrical improvements required to ensure that the new modular office functions properly and effectively. Removal of the existing modular office is scheduled for spring of 2019, with delivery and installation of the new modular office to follow within eight to ten weeks. Electrical work will be completed prior to the delivery of the new modular office. 7. ATTACHMENTS • General Services Administration Cooperative Purchase Agreement Contract # GS-07F-0401X is on file electronically with the Finance Department • Sale Agreement Contract #220034126 from Mobile Modular Management Corporation • Site Services Agreement #220034125 from Mobile Modular Management Corporation for Electrical Installation ITEM 2 04/09/2019 MENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT .Contract ID Code Page of Pages 1 .� .Z mendmenUModification No. .Effective Date: .Requisition/Purchase Req.No. .Project No.(If Applicable) A r 27 2012 56 .Issued By: .Administered By:(If Other) General Service Administration GSA/FAS/QVOCE 401 WEST PEACHTREE ST FAS, Greater Southwest Acquisition Center (7FC) ATLANTA, GA 30308 819 Taylor Street, Rm 6A06 Fort Worth, TX 76102 S.Name and Address of Contractor(No.Streeet,County,State and Zip Code A Amendment of Soliciation No: MCGRATH RENTCORP 5700 LAS POSITAS RD B.Dated(See Item 11) LIVERMORE, CA 94551780 6 OA.Modificatiun nf Contract!�rtler No. GS 07F-�403X X OB.EBate See,ltem■13�� (R•,r ��2��f�}141 The above numbered solicitation is amended as set forth in item 14. The hour and � is extended ❑ is not extended. date specified for receipt of Offers Offerors must acknowledge receipt of this amendment prior to the hour and date specified in the salicitation or as amended,by one of the following methods. (a)By completing items 8 and 15,and retuming copies of ihe amendment;(b)By acknowledging receipt of this amendment on each copy af the otter submitted;or(c)By separate letter or telegram which includes a raference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIE�MAY RESULT IN REJECTION OF YOUR OFFER.If hy virtue of this amendment you desire ta change an after already suhmitted,such change may be made by telegram ar letter,provided each telegram or letter makes reference ta the solicitaBon and this amendment and is received rior to the a ening hour and date s ecified. 12.ACCOUNTING AND APPROPRIATION DATA(If required) 13.THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, A.THIS CHANGE ORDER IS ISSUED PURSUANT T0:(Specify authority)THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. .THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES(such as changes in paying office,apprapriation data,etc.)SET FORTH IN .THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: .OTHER(Specify type of modification and authority): E• IMPORTANT• Canvactor: is not � ,is �required to sign this dacument and return,_copies ta the issuing office. 14.DESCRIPTION OF MODIFICATION(Organized by UCF section headings,fncluding salfcltatfaNcontract subject matter where feasible.) The above referenced contract awarded under Schedule 056 - Buildings and Building Materials/Industrial Services and Supplies, is modified in accordance with clauses 552.243-72 - Modifications, 552.238-75 Price Reductions, per the contractor s letters of 4/9/12, and 4/23/12, the contractor s CSP dated 4/23/12, and with mutual consent of both parties, the following are hereby incorporated: a. Basic discounts: The Government s new basic discounts range from 26% to 61.61% (the previous basic discount was 26a for all items) . The MFC s basic discounts range from 25% Continue next a e. . . 15A.NAME AND TITLE OF SIGNER(Type or Print) 16A.NAME AND TITLE OF CONTRACTING OFFICER(Type or Print) 158.CONTRACTOR/OFFEROR 5C.DATE SIGNED 68.UNITED STATES OF AMERICA 6C.DATE SIGNED See above See above � d 04/30/ 012 by ° '' . ��e�04/30/2012 y � �issa . rie o NSN 7540-01-152-8070 30-105 STANDARD FORM 30(REV.10-83) PREVIOUS EDITION UNUSABLE Prescribed by GSA, FAR(48 CFR)53.243 Continuation of Description. . . to 60.610 (the previous basic discount was 25% for all items) . The initially awarded d.iscount relationship of 1% has remained the same. The discount information varies by model refer to the Attachment to this document. b. Based upon the new range of discounts, the following is a revised price/discount relationship: � .� � ., � �? d� rl , ,E� � d , . .m �" � ,„ , ' � • ^ f�t �� ' � a is �.h r .p�'�, � . . . � ��. � . ,�� . , :� � � . . Example: Part Number: 1003L GSA Discount = 31.24% MFC Discount = 30.24% Difference (discount relationship) : lo Using the above as an example, the following is the price/discount relationship: McGrath Rentcorp dba Mobile Modular Management s CFE Equipment's Most Favored Customer (MFC) and the Basis of Award (BOA) (one in the same) is the following category: State and Local Governments. The price/discount relationship between the Government and the MFC will never be less favorable to the Government than at the time of award, that is: for the life of the contract, the Government s basic discount will never be less than 31.24a and will always be at least la greater thanthe 30.24% basic discount granted to the MFC (State and Local Governments) . c. The contractor is required to update their electronic GSA Advantage files. d. The contractor is required to issue a new GSA price list or price list addendum incorporating the changes described in this modification. One supplemental price list shall be submitted to this office and one copy shall be submitted to the National Customer Service Center. The preferred method of distribution iselectronic in accordance with your contracting officer s instructions and to the National Schedules Information Center at schedules.infocenter@gsa.gov e. Industrial Funding Fee: In accordance with Clause 552.238-74, Industrial Funding Fee, the industrial funding fee (IFF) is a separate collection mechanism and anyincrease or decreases in the fee does not change the price discount relationship. The contractor shall add the prevailing IFF to the net GSA price (Price after negotiated discounts are deducted) . The current rate is .750. The IFF should be calculated as follows: Negotiated price divided by (1 minus .0075) which equates to Negotiated Price divided by 0.9925. Example: $100,000/0.9925)= $100,755.67 Continuation of Description. . . f. No other changes, all other terms and conditions remain the same. This modification is issued at no cost to either party. Mobile Modular Management Corporation Sale Agreement mQ�. 11450 Mission Blvd. Contract:220034126.1 ��e Mira Loma, CA 91752 Date Printed: 03/01/2019 modular Phone: (951) 360-6600 Fax: (951) 360-6622 rou,woi�r-o„rco,r�;m�nr �•mobilemodular.com . . . .. .. . Customer Information: Site Information: City of Orange City of Orange Questions? 189 S.Water Street 189 South Water Street Orange, CA 92866 Orange,CA 92866 Please Contact:Cristhyan Monreal Katrin Bandhauer Tuan Cao Cristhyan.MonrealQa mobilemodular.com katrin.bandhauer@cityoforange.org tcao@cityoforange.org Direct Phone:(951)360-5118 (714)744-2251 714 288-2492 All other inquiries: (951)360-6600 Customer PO/Reference: Exp:// By: � .. . . � .-. . . Office, 24x40 HCD (NonStd) 1 $89,625.00 $89,625.00 Y Non-Standard Configuration. Size excludes 3'towbar. GSA State&Local Government pricing for GSA item# 1270S RNT, Ramp 1 $8,518.59 $8,518.59 Y GSA State&Local Government pricing for 2) GSA item# 10046-CA (steps)and 1) GSA item# 1339(30'ADA ramp)30"max threshold height on (2)single exterior doors West:4'-6"x6'Landing, 5 Tread step set East:6'-6'x8'Landing,4 k30'ADA Ramp � . - . � . . Charges Upon Delivery: Office,24x40 HCD(NonStd) Additional Labor, Rolling On Deliver(PW) 2 $280.00 $560.00 N Prevailing Wage Cert. Payroll GSA SIN#361-30-Ancillary Services Relating to Pre-Engineered/Prefabricated Buildings and Structures Block and Level Building (A5) (PW) 1 $4,000.00 $4,000.00 N Prevailing Wage Cert Payroll GSA SIN#361-30-Ancillary Services Relating to Pre-Engineered/Prefabricated Buildings and Structures Delivery Haulage 12 wide 2 $3,000.00 $6,000.00 N GSA SIN#56-500 OLM Order Leve!Materials GSA SIN#56-500 OLM Order Level Materials Delivery Haulage Permit 12 wide 2 $233.00 $466.00 N GSA SIN#56-500 OLM Order Level Materials GSA S!N#56-500 OLM Order Level Materials Delivery Haulage Pilot 12 wide 2 $466.00 $932.00 N GSA SlN#56-500 OLM Order Level Materials GSA SIN#56-500 OLM Order Level Materials Drawings,Building Floor Plan 1 $650.00 $650.00 N Mechanical-Plumbing-ELectrical-HVAC, GSA SIN#56-500 OLM Order Level Materials Drawings,Wet Stamped,Foundation,Standard 1 $500.00 $500.00 N Wet Stamped Engineered GSA SIN#56-500 OLM Order Level Materials Drawings,Wet Stamped,Ramp 1 $630.00 $630.00 N Wet Stamped Engineered TMP Acumen EARLY AM DELIVERY 2 $187.00 $374.00 N EXISTING TRAILER REMOVAL (PW) 1 $4,450.00 $4,450.00 N -� Prevailing Wage Cert. Payroll Existing Trailer Removal-Dismantle-Freight-Dumpster See attached. GSA SIN#361-30-Ancillary Services Relating to Pre-Engineered/Prefabricated Buildings and Structures Fee, License or Registration for Sale 1 $2,500.00 $2,500.00 N GSA SIN#56-500 OLM Order Level Materials Found,Provide,Pier&Pads,(Sale)„ 54 $22.00 $1,188.00 Y 103651, GSA SIN#36i-30-Ancillary Services Relating to Pre-Engineered/Prefabricated Buildings and Structures Installation, Skirting, Wood (PW) 128 $15.00 $1,920.00 Y Prevailing Wage Cert Payroll 220034126,Printed:03-01-2019 08:27PM Thank you for contacting Mobile Modular. Page 1 of 6 Mobile Modular Management Corporation Sale Agreement mob. 11450 Mission Blvd. Contract:220034126.1 ile Mira Loma, CA 91752 Date Printed: 03/01/2019 modular Phone: (951) 360-6600 Fax: (951) 360-6622 YoarPraled-OurCotnmiament �•mobilemodular.com GSA SlN#361-30-Ancillary Services Relating fo Pre-Engineered/Prefabricated Buildings and Structures Install Foundation,Tiedown (Blvl) (PW) 1 $131.00 $131.00 Y Prevailing Wage Cert. Payroll GSA SIN#361-30-Ancillary Services Relating to Pre-Engineered/Prefabricated Buildings and Structures Ramp Install (PW) 1 $2,100.00 $2,100.00 N GSA SIN#361-30-Ancillary Services Relating to Pre-Engineered/Prefabricated Buildings and Structures Removal, Towbar/Hitch (PW) 2 $187.00 $374.00 N Prevailing Wage Cert. Payroll GSA SIN#361-30-Ancillary Services Relating fo Pre-Engineered/Prefabricated Buildings and Structures Skirt,Provide,Wood„(-Labor), 128 $9.30 $1,190.40 Y 103660, GSA SIN#36i-30-Ancillary Services Relating to Pre-Engineered/Prefabricated Buildings and Structures .� ,� Tax: $7,949.41 . . . � � : � � . . Notes: GSA Contract#GS-07F-0401 X under McGrath RentCorp doing business as Mobile Modular. Based on City review and approval to piggyback GSA Contract#GS-07F-0401 X. Sale of new 24x40 building GSA Item#1270S, at current approved GSA pricing based on the BOA(basis of award) MFC (most favored customer) State & Local Government pricing. Delivery and permits pricing.under GSA SIN 36-500, Block and level, ramps/steps, skirting,tie-down installation are based on pricing under GSA SIN#361-30-Ancillary Services relating to Pre-Engineered/Prefabricated Buildings and Structures. Skirting material, piers, pads, anchors, steps,window mini blinds, new flooring is included in your new building pricing. Additional Notes: Taxes: Sales Taxes are the buyer, City of Orange responsibility and MMM will require an exempt certificate at the time of purchase. FOB "Free On Board": Buyer, City of Orange will take possession of the modular building at the City of Orange delivery location. Block/Level: Price assumes building is installed using Mobile Modular standard foundation. Mobile Modular assumes installation on the minimum foundation design criteria/tolerances. Additional material and labor charges apply for installing buildings above minimum foundation design criteria, raising buildings to meet specific finish floor elevations, raising building level to adjacent buildings, landings,walkways,transitions, etc. Flooring (VCT Tile):This building ships with new VCT Tile flooring. Delivery of Equipment: Delivery of Equipment:Customer is responsible for selecting a suitable site and directing Mobile Modular on exact placement/orientation of the Equipment. Customer shall physically mark the site/pad to indicate corner locations for Equipment placement. Product Availability: Product availability and delivery date are subject to product availability upon receipt of signed Agrement and/or credit approval. Fire Related Items: Unless noted,fire related items (alarms, sprinklers, smoke &heat detectors, and fire-rated walls, etc.) are not included. General: Customer's site must be dry, compacted, level and accessible by normal truck delivery. Pricing does not include any clearing or grading of sites, obstruction removal, site or final building clean up , any asphalt transitions, dolly, crane,forklift, electrical or plumbing connections,window coverings,furniture, casework, appliances, doorstops, phone or data lines, gutters, downspouts or tie-in,temporary power,temporary fencing,traffic control, flagmen, soil and/or pull test, custom engineering, fees associated with inspections, city or county submittals and/or use permits, and any item not specifically listed as being included. Keyed Alike Door Hardware:All door and cabinet hardware comes standard with an independenUdifferent key for each lockset. Hardware/locksets with a master Key, Keyed alike, construction core, primus core, etc. is not included. Pilot Cars&Haul Permits: Pricing does include transportation pilot cars& haul permits. Charges occur due to city of Orange re-routing or city/county requirements. Site Installation Requirements: Prior to delivery, Customer shall mark the four corners where the building is to be placed on the site/pad location, and shall also mark the locations of door(s) and ramp(s). Should special handling be required to position, install, or remove the classroom on Customer's site due to site conditions/constraints and/or obstructions, Customer will be responsible for additional charges.Additional rolling charges may be applicable as site conditions necessitate. Skirting: Skirting installation &removal is included, it is non-structural, non-fire rated and cosmetic only. Skirting pricing assumes a level site. 220034126,Printed:03-01-2019 0827PM Thank you for contacting Mobile Modular. Page 2 of 6 �,�� Mobile Modular Management Corporation Sale Agreement mob. 11450 Mission Blvd. Contract:220034126.1 �le Mira Loma, CA 91752 Date Printed: 03/01/2019 m�dular Phone: (951) 360-6600 Fax: (951) 360-6622 YourP�afad=OurCammirment �•mobilemodular.com Support post(s): Please note-this floor plan may have an exposed support post(s) placed on the modline. Stairs: Mobile Modular will provide standard 30"fixed height, one-piece metal stairs are at no additional charge. Securing stairs to the modular, adjusting stairs to the threshold of the doorway, adjusting the treads, landing or handrails to meet local, state or federal requirements are the sole responsibility of the Customer. Tie-downs: Quantity and price may vary based on seismic source factor and site conditions. Patch and repair of site after removal is not included and is the responsibility of the Customer. Alternative non-penetrating seismic system is available for an additional charge. Wet-stamped engineering available for an additional charge. New building sale: Quotation is for a new modular building coming from factory (Ph.AZ). Delineation of Responsibilities: This is a list of common items or services that may be applicable to the Customer's project.This indicates whether each item is the responsibility of MM or the Customer, or is not applicable to this project.Yes- Prevailing Wage: Pricing includes prevailing wage and certified payr .- .. . . . • Prices will be adjusted for unknown circumstances, e.g. driver waiting time, pilot car requirements, special transport permits, difficult site, increase in fuel price, etc. Customer's site must be dry, compacted, level and accessible by normal truck delivery. Unless noted, prices do not include permits, ramps, stairs, seismic foundation systems,temporary power, skirting, engineering, taxes or utilities or related installation of same. •This transaction is subject to credit approval. Security deposit or payment in advance may be required. Security deposit will be applied against account balance at the end of the contract. • Contract subject to terms&conditions attached and made a part of this agreement by reference herein. Customer acknowledges that he/she has received and read and affirms that he/she is duly authorized to execute and commit to this agreement for the above named customer. • Unless otherwise noted, prices do not include prevailing wages, Davis-Bacon wages,or other special or certified wages. 220034126,Printed:03-01-2019 0827PM Thank you for contacting Mobile Modular. Page 3 of 6 Mobile Modular Management Corporation Sale Agreement mob. 11450 Mission Blvd. Contract:220034126.1 ile Mira Loma, CA 91752 Date Printed:03/01/2019 modufar Phone: (951) 360-6600 Fax: (951) 360-6622 YaarAroied-Ou►tommitmeni �•mobilemodular.com • •• . • . - - - The Sale Agreement is subject to the Supplemental Sale Terms and Conditions,which are hereby incorporated by reference in their entirety, as updated from time to time by Seller, in its sole discretion, and can be viewed in the Resources section of Seller's website at (https://www.mobilemodular.com/contractterms).The Buyer hereby affirms that he/she has read in its entirety and understands the Supplemental Lease Terms and Conditions. Please sign below,and fax or email this document to the fax number shown above or the email address you received the document from. The parties hereto,Mobile Modular Management Corporation,a California corporation,as seller("Seller")and buyer("Buyer",as described in the Sale Agreement in the section titled"Customer Information") hereby agree to this Sale Agreement and the terms and conditions set forth in the Sale Terms and Conditions,attached hereto as Attachment A,which are hereby incorporated by reference. The individual signing this Sale Agreement affirms that he/she is duly authorized to execute and commit to this Sale Agreement for the above named Sale. SELLER: BUYER: Mobile Modular Management Corporation City of Orange Signature:' Signature: Print Name: Print Name: Title: Title: Date: Date: ATTACHMENT A SALE TERMS AND CONDITIONS 1.SALE.Seller sells to Buyer,and Buyer purchases from Seller,the equipment listed on the Sale Agreement hereto("Equipment")on the terms and conditions set forth herein. Each such Sale Agreement("Agreement"),and the sale provisions on the Seller's website at (https://www.MobileModular.com/ContractTerms) (the"Incorporated Provisions"),to which are incorporated by reference into the Agreement,shall constitute a separate and independent sale(a"Sale")of the Equipment listed in such Agreement under"Product Information". In the event of a conflict between this Agreement and Buyer's contract,purchase order or other document,the terms of this Agreement shall prevail. 2.TIME PAYMENT;TITLE RETENTION. (a) PURCHASE PRICE.The aggregate amount of the purchase price(the"Purchase Price") is set forth in the Sale Agreement. Unless otherwise specified in writing, Buyer agrees to pay Seller twenty five percent(25%)of the Purchase Price upon execution of the Agreement; sixty five percent(65%) no fewer than two days prior to the scheduled delivery date;and the remaining ten percent(10%)within thirty(30) days of substantial completion (substantial completion does not include punch list items). In addition to the Purchase Price,buyer shall pay such charges as are attributable to circumstances related to the delivery,drop-off and relocation of Equipment. (b)TITLE/RETENTION.Title to the Equipment shall not pass to Buyer before the entire Purchase Price has been paid to Seller. Upon Seller's receipt of payment in full of the Purchase Price,title to the Equipment shall transfer to Buyer,free and clear of all encumbrances arising by or through Seller.All payments due from Buyer pursuant to the terms of the Sale Agreement shall be made without any abatement or set off of any kind,arising from any cause. 3.CANCELLATION.All sales are final and non-refundable upon delivery of the Equipment to Buyer's site location.Any requests to cancel or reschedule orders prior to delivery may or may not be accepted in Seller's sole discretion and must be agreed upon by Seller in writing. Without waiving any of its rights, Seller is entitled to recover its costs incurred and profits lost as a result of Buyer's cancellation or rescheduling.of an order.A cancellation fee may be assessed against Buyer. In no event shall such fee exceed the full value of the Sale Agreement. If Buyer has made down payment(s)to Seller prior to cancellation and the cancellation fee is less than the amount(s)already paid, Seller shall deduct the amount of the cancellation fee from any refund that may be owed to Buyer. If down payment amount(s)already made are less than the cancellation fee,Seller shall apply the full down payment amount(s)to the payment of the cancellation fee and Buyer will pay the remaining cancellation fee balance within ten (10)business days after receiving written notice of the balance due. If no down payment has 220034126,Printed:03-01-2019 08:27PM Thank you for contacting Rflobile Modular. Page 4 of 6 Mobile Modular Management Corporation Sale Agreement �Q�.! 11450 Mission Blvd. Contract:220034126.1 �l� Mira Loma, CA 91752 Date Printed:03/01/2019 modutar Phone: (951) 360-6600 Fax: (951) 360-6622 `" www.mobilemodular.com YowPmied•OurCoaamitment been made by Buyer at the time of cancellation, Buyer shall pay to Seller the entire cancellation balance within ten (10) business days of receipt of written notice from Seller stating the cancellation fee balance that is due. 4. DELIVERY AND PLACEMENT OF EQUIPMENT.Seller agrees to deliver the Equipment to the site location listed on the Sale Agreement (the"Site"). Buyer warrants and represents that it has exercised due diligence and care in selecting a suitable site for the Equipment,shall clearly mark the site of placement and shall direct Seller on exact placement and orientation of the Equipment. Upon request from Buyer and for an additional fee,Seller will perform a site visit and make recommendations on placement as it relates to site accessibility and layout. Buyer further warrants that the Site will have(1)safe access free from encumbrances; (2)a level pad,which is hereby defined as having no greater than a 4-inch drop in 40 feet(length)and no greater than a 1-inch drop in 8 feet(width);and(3)adequate soil bearing pressure of not less than 1500 psf,except in the state of Florida,where the minimum soil bearing pressure is 2000 psf. Following delivery,Seller will remove all Seller-owned Equipment such as plywood,tools,etc.prior to or at the time of building acceptance. Buyer is responsible for all necessary permits, utility hookups,and Site preparation. 5. INSPECTION AND ACCEPTANCE. Following delivery and setup of the Equipment, Buyer shall inspect the Equipment within forty eight (48)hours of substantial completion and provide immediate written notice to Seller specifying defects, if any,which Buyer observes. If Buyer fails to provide such notice within four(4)days following substantial completion of the project,it shall be conclusively presumed between Buyer and Seller that Buyer has inspected the Equipment and that all Equipment is in conformance with the Agreement and has been accepted by Buyer. 6. BUYER AGREEMENTS. Buyer agrees that Seller may insert in the Agreement,the serial number and other identification data relating to the Equipment when ascertained by Seller. 7. LOSS OR DAMAGE.All risk of loss or damage to the Equipment shall transfer to Buyer upon delivery of the Equipment to the site location. Buyer agrees to indemnify and hold Seller harmless from any loss resulting from the theft,destruction or damage to the Equipment.The cost of any required repairs shall be borne by Buyer.Any loss of or damage to the Equipment shall not alleviate Buyer's obligation to pay Seller any remaining balance of the Purchase Price existing at the time of the loss. 8.INSURANCE. Upon delivery of the Equipment and until Buyer has paid for the Equipment in full, Buyer shall provide, maintain,and pay all premiums for property insurance covering the loss,theft,destruction,or damage to the Equipment in an amount not less than the full replacement value and will name Seller as loss payee of the proceeds, unless Buyer has paid Seller the entire purchase price in full prior to the scheduled delivery of the Equipment.This coverage will extend to all property of Seller located at the delivery site during the installation. Upon receipt of the proceeds of any insurance,Seller will refund to Buyer any amounts in excess of the balance due Seller by the Buyer in fulfilling the obligations specified herein. Notwithstanding the above, Buyer shall also provide,maintain,and pay all premiums for general liability insurance in the amount of$1,000,000.00(one million dollars)and name Seller as an additional insured.All insurance shall be with a company having an A.M. Best rating of A-or better,and shall not be subject to cancellation without thirty(30)days prior written notice to Seller. Buyer shall deliver to Seller insurance certificates,or evidence of insurance proving the existence of policies meeting the above requirements,upon execution of the Agreement.Seller may require Buyer's insurance carrier to be licensed to do business in the state where the Equipment is being sold. Buyer's obligation to provide said insurance will cease once Equipment has been paid for in full and pursuant to Section 2. 9.WAIVER AND INDEMNIFICATION. (a) Buyer hereby waives and releases all claims against Seller for(i)loss of or damage to all property,goods,wares and merchandise in, upon or about the Equipment and(ii)injuries to Buyer, Buyer's agents and third persons.Seller shall not be liable for any consequential, incidental, or special damages of any kind(including,but not limited to damages for loss of use or of profit by Buyer or any other party;or for any collateral damages),whether or not caused or continued by Seller's negligence or delay,which may result from or arise in connection with the manufacture,delivery, installation,checkout or use of the Equipment or in connection with the services rendered by Seller hereunder. (b) Buyer shall indemnify and hold Seller(and its agents and employees) harmless from and against any and all claims,actions or proceedings and any and all damages, liabilities, losses,costs and expenses(including attorney fees)arising out of or in connection with the Sale Agreement,including all damages,liabilities, losses,costs and expenses arising from Seller's negligence. If the foregoing obligation is not enforceable against Buyer under applicable law, Buyer agrees to indemnify and hold Seller harmless from damages, liabilities, losses, costs and expenses to the maximum extent permitted by applicable law. 10.TERMINATION FOLLOWING BREACH.In the event(a)of bankruptcy or insolvency of Buyer,or in the event any proceeding is brought by or against Buyer voluntarily or involuntarily, under the provisions of the Bankruptcy Code of the United States,for the appointment of a receiver or trustee or any assignment for the benefit of creditors of Buyer,or(b)that Buyer fails to make timely payments,or perform any of its other obligations,under the Agreement, and such failure or default is not cured within ten(10)days after written notice of such failure or default is provided by Seller,the Agreement automatically shall be terminated in the case of any event described in clause(a)above and may be terminated by Seller in the case of any event described in clause(b)above and,upon such termination,full payment pursuant to the terms of the Agreement shall become immediately due and payable from Buyer. In the event of any such breach or termination,Seller shall have all rights provided by law and under the terms and conditions of the Agreement,including but not limited to:repossession and disposal of the Equipment(and,if any personal property shall remain located in the Equipment at such time, Buyer consents to Seller's possession and disposal or destruction of such personal property without notice or accounting to Buyer)and recovery of attorney's fees and other reasonable costs and expenses associated with any breach or termination(including any such disposal or destruction),shall be reimbursed by Buyer on demand of Seller. 220034126,Printed:03-01-2019 08:27PM Thank you for contacting Mobile Modular. Page 5 of 6 Mobile Modular Management Corporation Sale Agreement m��. 11450 Mission Blvd. Contract:220034126.1 �� Mira Loma, CA 91752 Date Printed: 03/01/2019 modularr Phone: (951) 360-6600 Fax: (951) 360-6622 `" www.mobilemodular.com Ya�rrPra(ed-DurCernmifineni 11.GOVERNING LAW.Buyer and Seller agree that the Sale Agreement shall be governed in all respects by,and interpreted in accordance with the laws of,the State of California,without regard to its conflicts of laws provisions. 12.JURISDICTION. (a) If the law of the State of Maryland or Virginia shall apply to the Agreement,it is agreed that the venue for a legal action relating to the Agreement shall be proper if brought in Alameda County,State of California.Subject to Section 9,the prevailing party shall be entitled to recover reasonable attorneys'fees and court costs,whether or not the action proceeds to judgment. (b) If the law of any State other than Maryland shall apply to the Sale Agreement,the Federal District Courts located within the State of California shall have non-exclusive jurisdiction over any lawsuit brought by Buyer or Seller as a result of any dispute regarding matters arising in connection with the Agreement. Further,it is agreed that the venue for a legal action relating to the Agreement shall be proper if brought in Alameda County,State of California.Subject to Section 9,the prevailing party shall be entitled to recover reasonable attorneys'fees and court costs,whether or not the action proceeds to judgement. 13.SELLER'S EXPENSES. Buyer shall pay Seller all costs and expenses,including reasonable attorneys'fees,incurred by Seller in exercising any of the terms,conditions or provisions of the Agreement. 14. LICENSE AND TRANSFER FEE(S).If so listed on the Sale Agreement,the Purchase Price includes license and/or transfer fees. Buyer will be billed directly by the State for future annual license fees where applicable. 15.COMPLIANCE WITH LAW. Buyer assumes all responsibility for any and all licenses,clearances,permits and other certificates as may be required for Buyer's lawful operation,use, possession and occupancy of the Equipment. Buyer agrees to fully comply with all laws, rules, regulations and orders of all local,state and federal governmental authorities which in any way relate to the Equipment;and to indemnify and hold Seller harmless from any and all fines,forfeitures,seizures,penalties or other liabilities that may arise from any infringement or violation of any such law, rule, regulation or order. 16.FEDERAL CONTRACTOR.As a federal contractor,Seller's contracts are subject to the provisions of(i) Executive Order 11246, (41 CFR 60-1.4); (ii)section 503 of the Rehabilitation Act of 1973, (41 CFR 60-741.5(a);and(iii)section 4212 of the Vietnam Era Veterans Readjustmenf Act of 1974,(41 CFR 60-300.5(a).Seller shall abide by the requirements of 41 CFR 60-741.5(a)and 41 CFR 60-300.5(a). These regulations prohibit discrimination against qualified individuals on the basis of disability,and qualified protected veterans, and require affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities,and qualified protected veterans. 17. MISCELLANEOUS. (a) MODIFICATIONS AND AMENDMENTS. Representations and warranties made by any person, including agents and representatives of Seller,which are inconsistent or conflict with the terms of the warranty contained in Section 1 of the Incorporated Provisions on the website (including but not limited to the liability of Seller as set forth above)shall not be binding upon Seller unless reduced to writing and approved by an officer of Seller. Notwithstanding the foregoing,from time to time, Buyer or Seller may request modifications to the scope of work hereunder,which at the sole option of the Seller may be accepted and thus alter the final price stipulated herein.These changes in scope will be deemed approved by Buyer when evidence of work performance is presented by Seller. (b) NO WAIVER. Failure of Seller to enforce any term or condition of the Agreement shall not constitute waiver of any rights stipulated herein, nor shall it in any manner affect the rights of Seller to enforce any of the provisions stated herein.Waiver by Seller of any provision of the Agreement shall be valid only as provided in subsection(al above and only with respect to the specific matter to which such waiver relates. (c) If the law of the State of North Carolina shall apply to the Agreement,the Sale does not constitute a"construction contract"or otherwise relate to the improvement of real estate or the design,planning,construction,alteration, repair or maintenance of a building,structure or appurtenance. 18. ENTIRE AGREEMENT.This Agreement constitutes the entire agreement between Seller and Buyer regarding the subject matter hereof. If any part of the Sale Agreement is found to be invalid or illegal, Buyer and Seller agree that only the invalid or illegal portion of the Agreement will be eliminated. Sale Terms and Conditions, Rev.08/22/16 220034126,Printed:03-01-2019 0827PM Thank you for contacting Mobile Modular. Page 6 of 6 Mobile Modular Management Corporation Site Services Agreement mob. 11450 Mission Blvd. Contract Number: 220034125.1 ile Mira Loma, CA 91752 Date Printed: 03/01/2019 modular Phone: (951) 360-6600 Fax: (951) 360-6622 YourPra1ed-OurCommitment �•mobilemodular.com • • . .. •• • Customer Information: Site Information: City of Orange City of Orange Questions? 189 S.Water Street 189 S.Water Plant Orange,CA 92866 ` Orange,CA 92866 Please Contact:Cristhyan Monreal Katrin Bandhauer Tuan Cao Cristhyan.Monreal@mobilemodular.com katrin.bandhauer�a cityoforange.org tcaoQa cityoforange.org Direct Phone:(951)360-5118 (714)744-2251 714 288-2492 All other inquiries: (951)360-6600 Customer PO/Reference: Exp:// By: �• � . . � . -. . . SRSO, Electrical 1 $39,550.00 $39,550.00 N "`Pricing Includes Labor and Material"` Subtotal: $39,550.00 Tax: $0.00 . . • . . � � � � . . SCOPE OF WORK: 1. Electrical feeders to the two new office trailers.a. Provide and install(1) new 100amp 480V electrical panel near the existing transformer(supplying power to the existing trailer). b. Utilize existing 1.5? underground conduit from MCC-2 and install upsized feeders to new panel. c. Provide and install(1)new 480V to 120/208V transformer(to replace the existing transformer), d. Provide and install(1) new 120/208V electrical panel(fed from the new transformer). e. Provide sub-contractor for underground trenching (trailer feeders)and dirt restoring.f. Provide and install (2) new#3awg (100amp)feeders from the new 120/208V electrical panel to the(2) new office trailers(new feeders will terminate at the trailers electrical panels, provided by others).g. Provide and install (1)70amp feeder to the existing radio cabinet. h. Proved (2)40amp,single phase breakers for future car chargers in the 120/208V panel. i. Provide and install (1)ground rod and rod connection to the new office trailer.j. Mobile Modular will support all conduits installed. k. Mobile Modular will terminate,test and label all new wiring installed. l. All work is nonunion.2. All work to be done in Orange, CA at the site of new trailers.3. Pricing does not include tie fiber or copper to other buildings.4. Prevailing wages is applicable.5. Datalloice Patch Cords are not included. 6. It is the customer?s responsibility to coordinate Mobile Modular when trailers are ready for installation of new electrical.7.Work not specifically described in this proposal is excluded.8. City Permits are not included.9. Mobile Modular will work within the developed timeline created for this project. 10.Work shall be done during normal business hours(M-F: 6: 00 AM to 3: 30 PM). If off hours work is required, Mobile Modular will provide a change order for extra work. 11. Installation of telephone and data equipment and/or cross connections to customer equipment will be supplied by others. 12. Underground work is limited to opening and closing the trench for the electrical conduit. Concrete backfill and or soils removal is not included. 13.Tax and shipping is included in all above pricing. 14.Quote is good for 45 days. 15. Net Terms: 30 days 16. Standard insurance applies. 17. All work is based off of site walk performed on 1-4-19. 18. Plumbing and or water connections to the new office trailers is not included. � .. . . . •This transaction is subject to credit approval and all terms, conditions and attachments incorporated herein. •Tax amount is subject to change without notice.Tax will be calculated based on the applicable tax rate at the time the invoice is generated. • Unless otherwise specified, prices do not include prevailing wages, Davis-Bacon wages, Union wages or other special wage rates. 220034125,Printed:03-01-2019 07:50PM Thank you tor contacting Mobile Modular. Page 1 of 5 Mobile Modular Management Corporation Site Services Agreement mQ�. 11450 Mission Blvd. Contract Number: 220034125.1 �� Mira Loma, CA 91752 Date Printed: 03/01/2019 modular Phone: (951) 360-6600 Fax: (951) 360-6622 YnurMol�-�++rtommldmenl �•mobilemodular.com � -• . • �• The parties hereto,Mobile Modular Management Corporation,a California Corporation,as contractor(hereinafter known as"Contractor") and customer,as identified in the"Customer Information"section of the Site Services Agreement(hereinafter known as"Customer") hereby agree to this Site Services Agreement("AgreemenY')on the terms and conditions set forth in the Site Services Terms and Conditions, attached hereto and incorporated herein as Attachment A. By signing below,Customer accepts the terms set forth herein including prices and specifications and hereby issues to Contractor a notice to proceed.No alterations,additions,exceptions,or changes to this Agreement made by Customer shall be effective against Contractor unless accepted by Contractor in writing.Any purchase order or other document issued by Customer which purports to replace,supersede or supplement the terms and conditions of this Agreement shall carry no force or effect except as an instrument of billing, unless accepted by Contractor in writing.The individuals signing this Agreement affirm that they are duly authorized to execute and commit to this Agreement on behalf of the parties hereto. CONTRACTOR: CUSTOMER: , Mobile Modular Management Corporation City of Orange Signature: Signature: Print Name: Print Name: Title: Title: Date: Date: ATTACHMENT A SITE SERVICES TERMS AND CONDITIONS 1.SCOPE OF WORK.The Contractor agrees to furnish all labor, materials,equipment and other facilities required to complete the work ("Work")as described in the Quotation and Agreement.Contractor's scope of.work is further clarified in the Detailed Scope of Work which is attached hereto and incorporated into the Agreement by reference as Exhibit A.The responsibilities of Customer and Contractor are further described in the Delineation of Responsibilities which is attached hereto and incorporated into the Agreement by reference as Exhibit B.All references herein to the Agreement shall be deemed to include the terms,conditions and specifications set forth in Attachment A, Exhibit A and Exhibit B. 2. PRICE AND PAYMEMT.The Customer agrees to pay the Contractor for the strict performance of the Work in the amount specified in the Agreement(the"Price"),subject to adjustments for changes in the Work as may be agreed to by the Customer and the Contractor,or as may be required under the Agreement. Unless other billing and payment requirements are specified in the Agreement or in a separate document agreed upon between the parties hereto in writing, Contractor shall invoice Customer upon completion of the Work and Customer agrees to pay Contractor in full within thirty(30)days of the invoice date. 3.TERMINATION.The Customer reserves the right to terminate the Agreement for its convenience upon providing notice in writing to Contractor. In such an event,the Contractor shall be paid its actual costs for the portion of the Work performed to the date of termination,and for all of Contractor's incurred costs of termination, including demobilization and any termination charges by vendors and subcontractors,plus twenty percent(20%)of all of Contractor's actual and incurred costs for overhead and profit.Should the Customer become insolvent or commit a material breach or default under the Agreement, including but not limited to,failure to pay timely undisputed sums due to the Contractor,and fails to cure such breach or default within ten(10)business days of Contractor providing written notice of same,then the Contractor may terminate the Agreement. 4. PROJECT SCHEDULE.Time is of the essence of each and every provision of the Agreement.The Contractor shall provide Customer with a progress and completion schedule("Schedule")and shall conform to that Schedule,including any changes to that Schedule agreed to between the Customer and the Contractor or as may be required by circumstances beyond Contractor's control. 5. UNDERGROUND UTILITIES.Customer is responsible for the identification of underground obstructions and/or utilities at the project site in the surrounding area where the Work is to be performed and shall mark such locations above grade,prior to Contractor's commencement of the Work at the project site.Customer shall be responsible for any delays,expense and liability associated with Customer's failure to properly identify and mark such locations prior to commencement of the Work. 6. DIFFERING SITE CONDITIONS.Contractor shall promptly,and before the following conditions are disturbed,notify the Customer in writing of any: a) Hazardous Material that,because of its quantity,concentration or physical or chemical characteristics,is deemed by any federal,state or local governmental authority to pose a present or potential hazard to human health or safety or to the environment,or that the handling of which may subject Contractor to legal liability. b)Subsurface or latent physical conditions at the site materially different from those indicated in the Agreement;or 220034125,Printed:03-01-2019 07:50PM Thank you for contacting Mobile Modular. Page 2 of 5 Mobile Modular Management Corporation Site Services Agreement mob. 11450 Mission Blvd. Contract Number:220034125.1 ile Mira Loma, CA 91752 Date Printed: 03/01/2019 modular Phone: (951) 360-6600 Fax: (951)360-6622 v�„�t�a•a,rcor�r►rmm�r,s �•mobilemodular.com c) Unknown physical or other conditions at the site of an unusual nature, materially different from those ordinarily encountered and generally recognized as inherent to work of the character provided for in the Agreement. If the worksite conditions materially differ or involve Hazardous Material,the Customer shall make an equitable adjustment in the Price of the Agreement and the Schedule for such work by agreeing in writing to a change order as provided for herein. 7.CHANGES IN WORK.The Work may be subject to changes by additions,deletions or revisions by the Customer.The Customer shall notify Contractor of such changes by delivery of additional and/or revised drawings,specifications, exhibits or written orders. Whenever an adjustment in the Price or Schedule is required because of Customer's change request,differing site conditions,errors in the plans and specifications,or other circumstances beyond the control of Contractor(including acts of any governmental authority,acts of a public enemy,fire,flood, unusual delay in transportation,abnormal weather conditions, labor disputes,strikes,lack of worksite access,acts of God, natural disasters,or acts of third parties),the Contractor shall submit to fhe Customer,within a reasonable time,a detailed change order ("Change Order")specifying the necessary changes to the Price and/or Schedule.The Contractor shall not be obligated to perform changes in the Work or additional work until the Customer has provide an approved Change Order. 8.SUSPENSION OF WORK.The Contractor,at its option,may suspend Work under the Agreement as a result of the following:(1) Customer's failure to timely pay sums due to the Contractor,until such payment is made;(2)a dispute over payment for extra work,differing site conditions,changes by Customer or other circumstances beyond Contractor's control if such circumstance will cause the Contractor to suffer substantial financial hardship if Contractor is required to continue the work;or(3)Customer's failure to provide Customer's ability to pay Contractor for the work remaining to be pertormed by Contractor. Any suspension of work under the Agreement will also suspend the progress and completion dates set forth in the Schedule. 9. INSPECTION OF THE WORK.The Contractor shall make the Work accessible at all reasonable times for inspection by Customer.The Contractor shall inspect all material and equipment delivered to the job site by others to be used or incorporated into Contractor's Work. 10.SITE ACCESS AND RIGHTS OF WAY.The Customer shall provide, no later than the date when needed by the Contractor,all necessary access to the site or sites upon which the Work is to be performed, including convenient access to the site or sites and any other site or sites designated in the Agreement for use by the Contractor. Customer shall continue to provide such access until completion of the Work.Any delay in providing such access shall entitle the Contractor to an equitable adjustment in the Price and Schedule. 11.SURVEYS AND REPORTS. If applicable to Contractor's scope of work,the Customer shall furnish to Contractor for the Work, prior to the start of the Work,all necessary surveys and reports describing the physical characteristics,soil,geological and subsurface conditions,legal limitation, utility locations and legal descriptions that might assist the Contractor in properly evaluating the extent and character of the work required.The Customer shall provide all site surveys and baselines necessary for the Contractor to locate the principal parts of the Work and perform the Work. 12.COMPLIANCE WITH THE LAW.Unless otherwise specified in the Agreement,the Customer assumes all responsibility for any and all licenses,clearances�,permits and other certificates as may be required for the prosecution of the Work to take place.Customer agrees to fully comply with all laws, rules, regulations and orders of all local,state and federal governmental authorities which in any way relate to the scope of work as defined in the Agreement. The Contractor shall give all notices and comply with all laws,ordinances, rules and regulation bearing on the performance of its Work. Unless the Agreement specifies that the Price includes provisions for prevailing, Davis-Bacon, union or other special wage rates,the Agreement shall not be subject to any such regulations or other requirements specifying the applicability of such special wages.The Contractor is entitled to rely on the Customer's representations regarding the public or private nature of the Work and the applicability of special wage rates. If the nature of ihe Work is other than as represented by Customer,Customer will defend,indemnify and hold Contractor harmless from any claim or allegation, including penalties assessed, resulting from a failure by Contractors or Subcontractors to pay special wages. 13.ASSIGNMENT AND SUBCONTRACTING.Neither party shall assign the Agreement in whole or in part,including an assignment by the Contractor of any monies due or to become due,without the written consent of the other party.Nothing contained herein shall preclude the Contractor from delegating the responsibilities contained herein to Contractor's subcontractors, insofar as applicable to the subcontractor's Work,but such delegation shall not operate to relieve the Contractor from any responsibility or liability to the Customer. Nothing contained in the Agreement shall create any contractual relationship between any subcontractor and the Customer. 14.INSURANCE. a)The Contractor shall,at its expense,procure and maintain insurance of its operations under this Agreement consisting of the following coverages: i.Worker's Compensation and Employers'Liability Insurance in the amount of$1,000,000.00 per occurrence. ii.Commercial General Liability Insurance covering Contractor's operations in the amount of$1,000,000.00 per occurrence. iii.Automobile Liability Insurance,including coverage for Contractor's owned,hired and non-owned automobiles in the amount of $1,000,000.00 per occurrence. iv. If requested by Customer, Contractor will provide certificates evidencing such coverages and shall name Customer as an additional insured 220034125,Printed:03-01-2019 07:50PM Thank you for contacting Mobile Modular. Page 3 of 5 Mobile Modular Management Corporation Site Services Agreement mob. 11450 Mission Blvd. Contract Number:220034125.1 �le Mira Loma, CA 91752 Date Printed: 03/01/2019 modutar �, Phone: (951) 360-6600 Fax: (951) 360-6622 �awaoieu-o„rco,�r�;une„a �•mobilemodular.com on both General and Automobile Liability policies. b) Unless otherwise stipulated in the Agreement,the Customer shall, at its expense, procure and maintain insurance under the Agreement consisting of the following coverages: i:Commercial General Liability Insurance covering Customer's operations in the amount of$1,000,000.00 per occurrence,shall name Contractor as an additional insured on such policy. ii. Property Insurance on an"all-risk"or equivalent policy form,including builder's risk,in the amount of the initial Price set forth in the Agreement,plus the value of subsequent change orders,comprising total value for the entire Agreement on a replacement cost basis without optional deductibles.Such property insurance shall be maintained until final payment has been made by Customer to Contractor or until no person or entity other than the Customer has an insurable interest in the property required to be covered by the Agreement,whichever is later. This insurance shall include interests of the Customer,the Contractor,Subcontractors and sub-subcontractors involved in the prosecution of the Work. c)All insurance shall be provided by a company or companies lawfully authorized to do business in the state in which the Work will be performed and having an AM Best rating of A-or better.Such policies shall not be subject to cancellation without a minimum of 30 days'prior written notice to the other party. 15.INDEMNIFICATION.To the fullest extent permitted by law,the parties hereto agree to indemnify,defend and hold each other harmless from and against any and all claims,actions or proceedings and any and all damages,liabilities, losses,costs and expenses, including reasonable,outside attorneys'fees, ("Claims")arising out of each party's negligent acts or omissions related to the Agreement. Under no circumstances shall either party be liable for Claims resulting from the sole or gross negligence or willful misconduct of the other party. Each party's duty of indemnification shall be in proportion to its allocated share of joint negligence. 16.CONSEQUENTIAL DAMAGES. Under no circumstances shall either party be liable to the other party for any special, incidental or consequential damages resulting from the Agreement, including,but not limited to,anticipated loss or loss of business or profits. 17.GOVERNING LAW.Customer and Contractor agree that the Agreement shall be governed in all respects by,and interpreted in accordance with the laws of,the State of California,without regard to its conflicts of laws provisions. 18.JURISDIGTION. a) If the law of the State of Maryland or Virginia shall apply to the Agreement, it is agreed that the venue for a legal action relating to the Agreement shall be proper if brought in Alameda County, State of California.The prevailing party shall be entitled to recover reasonable attorneys'fees and court costs,whether or not the action proceeds to judgment. b) If the law of any State other than Maryland shall apply to the Agreement,the Federal District Courts located within the State California shall have non-exclusive jurisdiction over any lawsuit brought by either party as a result of any dispute regarding matters arising in connection with the Agreement. Further,it is agreed that the venue for a legal action relating to the Agreement shall be proper if brought in Alameda County, State of California.The prevailing party shall be entitled to recover reasonable attorneys'fees and court costs,whether or not the action proceeds to judgment. 19. DISPUTE RESOLUTION. In the event of any claims,disputes or controversies arising out of or in relation to the Agreement,the parties hereto shall make a good faith effort to resolve the dispute by direct negotiation between representatives with decision making power who,to the extent possible,shall not have had substantive involvement in the matters of the dispute, unless the parties otherwise agree.Should such good faith negotiations fail to achieve a mutually agreeable resolution within a reasonable timeframe,the parties agree to have such claims, disputes or controversies referred to mediation before,and as a condition precedent to,the initiation of any adjudicative action or proceeding, including arbitration. If inediation fails to resolve the claims,disputes or controversies the parties will refer the same to binding arbitration. In such an event,the prevailing party shall be entitled to an award of costs, reasonable attorney's and expert witness fees,in addition to all other amounts awarded by the arbitrator or court. 20.WARRAMTY.The Contractor warrants to the Customer that the Work will be performed in a good and workmanlike manner,shall be of good quality,free from faults and defects,and shall conform to the specifications set forth in the Agreement for a period of one year from date of completion.Contractor agrees to correct any defective materials or work if notified by Customer of such defects within the warranty period. The Contractor's warranty excludes remedy for damage or defect caused by abuse,alterations to the Work not executed by the Contractor, improper or insufficient maintenance, improper operation or normal wear and tear under normal usage. 21.FEDERAL CONTRACTOR.As a federal contractor,Contractor's contracts are subject to the provisions of(i) Executive Order 11246, (41 CFR 60-1.4);(ii)section 503 of the Rehabilitation Act of 1973, (41 CFR 60-741.5(a);and (iii)section 4212 of the Vietnam Era Veterans Readjustment Act of 1974, (41 CFR 60-300.5(a).Contractor shall abide by the requirements of 41 CFR 60-741.5(a)and 41 CFR 60-300.5(a).These regulations prohibit discrimination against qualified individuals on the basis of disability,and qualified protected veterans,and require affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities,and qualified protected veterans. 22.MISCELLANEOUS. a) MODIFICATIONS AND AMENDMENTS. Representations and warranties made by any person, including agents and representatives of Contractor,which�are inconsistent or conflict with the terms of the warranty contained herein shall not be binding upon Contractor unless 220034125,Printed:03-01-2019 07:50PM Thank you for contacting Mobile Modular. Page 4 of 5 �„� Mobile Modular Management Corporation Site Services Agreement mob. 11450 Mission Blvd. Contract Number:220034125.1 ile Mira Loma, CA 91752 Date Printed: 03/01/2019 modular Phone: (951) 360-6600 Fax: (951) 360-6622 rowwor�a•a,rco��nr W�•mobilemodular.com agreed upon in writing by Contractor. b)NO WAIVER.Waiver by either party of the pertormance of any covenant,condition or promise of the other party shall not invalidate this Agreement, nor shall it be considered to be a waiver by such party of any other covenant,condition or promise contained herein.The waiver of either or both parties of the time for pertorming any act shall not be construed as a waiver of any other required to be performed at a later date. c) ENFORCEABILITY. If any provision of this Agreement is determined to be invalid or unenforceable under applicable law for any reason,the same shall be severed from the Agreement and the remainder of the Agreement shall remain in full force and effect. d) ENTIRE AGREEMENT.This Agreement constitutes the entire agreement between the Contractor and Customer regarding the subject matter hereof and supersedes all prior or contemporaneous written or oral communications. If any part of the Agreement is found to be invalid or illegal, Customer and Contractor agree that only the invalid or illegal portion of the Agreement will be eliminated. Site Services Terms and Conditions, Rev.06/15/17 220034125,Printed:03-01-2019 07:50PM Thank you for contacting Mobile Modular. Page 5 of 5 03/05/19 EXHIBIT A SITE SERVICES DETAILED SCOPE OF WORK DIVISION 1 GENERAL REQUIREMENTS Permits, Testin , Fees and Bonds .;. Permits: Mobile Modular is not responsible for permit, impact or utility connection fees Mobile Modular will not furnish any services related to permitting of the site - ❖ Permits: approval including water mgmt. approvals, planning zoning, engineering, etc. Mobile Modular will obtain necessary state and local business license Site Controls & Utilities ❖ Site Control Electrical Connections/Construction Office Proiect Mana_qemenf ❖ Project Management Project Manager DIVISION 2 SITE CONSTRUCTION Mobile Modular's understanding is that all Buyer's utilities will be connected _ to services appropriate and sufficient for the safe and approved operation of ❖ Utility Suitability all building systems per manufacturer's specifications and all local, state and federal regulations. Mobile Modular's proposal excludes utility upgrades and/or relocations. Electrical Multiple electrical drops through floor-utility connections to these drops �� and extensions to existing service,finished and installed MMMC. Site Construction No site construction and/or preparation has been quoted or included in our �� ro osal Mobile Modular scope of work subject to further clarification upon site ❖ inspection and review, any additional costs required will be at Mobile Modular cost+15% margin Work requested or required outside of this scope work may result in Mobile Changes in Scope Modular's work stoppage at Mobile Modular's sole discretion until a change �'� order can be executed between the Mobile Modular and the Buyer for the work at market rates. This Proposal is based solely on the Specifications, Scope of Work and Additional Directives �nformation contained herein. Any additional requirements or directives of �� any nature, including but not limited to local inspectors and/or other agencies, shall be the responsibility of the Customer � Page 1 of 2 Initials: 03/05/19 EXHIBIT A SITE SERVICES DETAILED SCOPE OF WORK Mobile Modular assumes that Mobile Modular personnel, subcontractors ❖ Schedule Assumptions and agents will be able to completely perform the modifications without interruption by the Customer or their agents. The Mobile Modular delivery of the equipment described in this proposal is subject to delays in manufacture or delivery due to fire, flood, windstorm, Performance Delays riot, civil disobedience,strike,failure to secure materials from the usual �� source of supply,Act of God, or any other circumstances beyond Mobile Modular's control which shall prevent the manufacture of equipment or the making of deliveries in the normal course of business. Mobile Modular shall not be held responsible for the performance of subcontractors supplied by Owner or third parties on behalf of Owner, Subcontractor including, but not limited to, any applicable labor, materials and/or �� PerFormance warranties. Mobile Modular will seek a change order if non-Mobile Modular subcontractor(s)performance negatively impacts Mobile Modular's ability to complete the proposed scope of work per the schedule. •'• "By Others" "BY Others"denotes not by Mobile Modular, or its agents, employees, � and/or subcontractors Pricing Wages Pricing provided is based on the use of non-union labor at non-prevailing �� wage on the date of this proposal. Mobile Modular shall not be responsible for any and all subsurface and/or environmental conditions,to include hazardous substances as defined under any environmental law, rule or regulation, discovered in, on or about any project site. All obligations and responsibilities related to such subsurface and/or environmental conditions of the project site(s)shall be the sole responsibility of the Customer. In the event that Mobile Modular ❖ Environmental Conditions identifies such subsurface and/or environmental conditions,to include hazardous or potentially hazardous substances, at the project site, Mobile Modular shall be entitled to immediately stop all work until such time as the Lessee can properly remediate or dispose of such conditions. Mobile Modular shall be entitled to an appropriate extension of time necessary for the Lessee to fulfill its obligations related to such subsurface and/or environmental matters, and compensable damages. Page 2 of 2 Initials: 03/05/19 EXHIBIT B SITE SERVICES DELINEATION OF RESPONSIBILITIES ... ��• � - . . Client MMMC � • • Electricai Testing&Balancing x Site Controls&Utilities Electrical Connections X Project Management Project Manager x . � . • • Electrical Service x Electrical Service to 5'-0" x Electrical Crossover @ Matelines X Wire Crawl Space Vents x Wire Roof Mounts(Low Voltage and Power) x Wire Elevator x Telephone/Data x Fire Alarm x Flow Alarm for Fire Sprinkler x Mass Notification x Public Address x Key Card Access System x Security System x Install Shiploose Exterior Lights x Drop Fluorscent Lights into Grid x Install Shiploose Exhaust Fans x Install Shiploose Exit/Emergency Lights x Site Lighting x Page 1 of 1 Initials: CITY COiJNCIL MINUTES APRIL 9, 2019 3. CONSENT CALENDAR(Continued) 3.18 Contract Change Order No. 1, Bid No. 189-15, Metrolink Parking Lot Restoration. (A2100.0; AGR-6739.1) ACTION: Approved Contract Change Order No. 1 in the amount of $92,960 to FS Contractors, Inc. for the additional work. 3.19 Purchase and installation of a modular office and electrical improvements for the Department of Public Works,Water Division. (C2500.P; AGR-6758) ACTION: 1)Approved the Sales Agreement and Site Services Agreement for the purchase, installation, and electrical improvements of a new modular office from Mobile Modular Management Corporation for $173,608, and authorized the Mayor and City Clerk to execute on behalf of the City; and 2) Authorized the appropriation of$82,983 from the Water Fund unreserved fund balance to expenditure account number 600.8041.56020.18934, Water Fund—Field Supervisor's Office. 3.20 Purchase of vehicle parts and labor service from Iry Seaver BMW, Inc. and Quinn Company as sole source vendors. (C2500.M.7) ACTION: 1)Approved the purchase of parts and labor from Iry Seaver Motorcycles in the amount of$45,000;and 2)Approved the purchase of parts and labor from Quinn Company in the amount of$50,000. 3.21 General Plan Annual Progress Report to the State of California. (C2500.G.2.0) � ACTION: Received and filed the 2018 General Plan Annual Progress Report for submittal to the State. (ITEM REMOVED AND HEARD SEPARATEL� 3.22 Temporary closing of sections of public streets for approved special events. Resolution No. 11143. (54000.5.4) A Resolution of the City Council of the City of Orange approving additional temporary closure of sections of public streets for a special event and revising an existing approved closure. Councilmember Nichols asked about the May 4 Festival Parade's impact on the Orange Public Library. Economic Development Manager Susan Galvan stated that staff is working with the Library to secure alternative parking options in the surrounding area. Notices of the changes will be advertised to the public through the City's website and Chamber of Commerce. MOTION —Nichols SECOND —Alvaxez AYES —Alvarez, Murphy,Nichols, Monaco Moved to approve Resolution No. 11143 authorizing the closure of municipal parking lots and temporary suspension of neighborhood permit parking restrictions for certain events and dates occurring in Fiscal Year 2019-2020. PAGE 7