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HomeMy WebLinkAboutContracts & Agreements_51-2020WAREHOUSE AGREEMENT This Warehouse Agreement ("Agreement") is made and entered into by and between Alta Marketing Co , a California corporation ("ALTA") and the City of Redlands, a California municipal corporation and general law city ("City") as of March 17, 2020 ("Effective Date") ALTA and City are sometimes individually referred to herein as a "Party" and, together, as the "Parties " RECITALS WHEREAS, ALTA operates a warehouse business located at 26717 Palmetto Avenue, Redlands, CA 92374 (the "Premises") and desires to accept the storage responsibilities described in this Agreement, and WHEREAS, City has the need to temporarily store at ALTA's facility, under certain prescribed climate -controlled conditions, new membrane bioreactors (the "MBRs") for City's Wastewater Treatment Plant, NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, ALTA and City agree as follows AGREEMENT 1 TERM Unless terminated by either Party pursuant to Section 18 of this Agreement, the term of this Agreement shall commence on the Effective Date of this Agreement and end April 30, 2020 (the "Term"), unless terminated earlier or provided for herein 2 WAREHOUSING AND SERVICES PAYMENT, LIEN A ALTA shall perform the following services foi City receipt, put away, storage, shipment, related customei service, and administrative functions and othei services described in Exhibit "A" to this Agreement (the "Services") foi City's MBRs ALTA shall furnish all personnel, materials, equipment and othei accessories reasonably necessary to perform the Services, in a reasonable manner 13 Rates and charges for the Services are set forth in Exhibit "A," and shall increase, if at all, as set forth in Exhibit "A " For any services not specified herein 01 in Exhibit "A," City shall pay to ALTA such consideration as may be mutually agreed upon in advance in writing C Invoices for Services, supplies, equipment, trucking, delivery and other amounts owed pursuant to the terms and conditions of this Agreement are due within thirty (30) days of the invoice date D It is agreed that the ALTA has a general hen against City on any and all property deposited with ALTA, and on the proceeds from the sale foi all charges provided in this Agreement, all reasonable charges and expenses foi notice and advertisement of sale and sale of 1 L IcaldjmlAgreementslAlta Marketing Warehouse Agreement.docx jn \c the property when City defaults City promises to pay all reasonably undisputed charges as set forth in Sub -section C above, and ALTA may, at its option, bring suit for delinquent charges without first foreclosing its lien 3 WAREHOUSE A Warehouse Space shall use space (the "Warehouse Space") within the Premises to perform the Services, which City acknowledges shall not be exclusive to City B City shall have reasonable access to the Warehouse Space during normal business hours and shall have the right to examine, inspect, inventory, and count all of any of the MBRs If City desires access to the Warehouse Space outside of normal business hours, City will coordinate access with ALTA, and ALTA agrees to cooperate in good faith to provide such access C ALTA shall maintain the Premises in a condition required and in a manner consistent with industry custom and practice ALTA shall be responsible foi any such related costs to comply D Notwithstanding anything to the contrary contained herein, in the event that any governmental authority 01 entity (hereinafter an "Agency") determines that the Warehouse Space is not a fit space foi the storage of the MBRs and such condition resulted from some action 01 omission of ALTA, ALTA shall either (1) bring the Warehouse Space into compliance within thirty (30) days of written notice of such determination, or (2) store the MBRs at a substitute facility during that portion of the Term in which the Agency's determination of lack of fitness remains in effect Any charges over and above the charges herein that may be incurred by ALTA by virtue of providing substitute storage space shall be the responsibility of ALTA Furthermore, when notice of unsuitable conditions is delivered to ALTA by any governmental authority or entity, ALTA will notify City and provide City with a copy of any letter, report or order that ALTA may have received from such Agency 4 RELATIONSHIP SHIPPING ALTA shall operate at all times, at its sale cost as a warehouse under the California Commercial Code City shall not ship MBRs to ALTA as a named consignee Shipments will be consigned to City in the care of ALTA 5 TENDER FOR STORAGE All MBRs tendered foi storage shall be delivered at the Premises, properly marked and packaged foi handling City shall furnish to ALTA, at or prioi to such delivery, a manifest showing the MBRs to be kept and accounted for separately 6 TRANSFER REMOVAL OF MBRS A Instructions to transfer the MBRs out of the ALTA shall not be effective until such instructions are received by ALTA City will provide ALTA with written purchase orders at least 48 hours prioi to any requested delivery date ALTA will arrange foi the delivery of MBRs within 24 hours of the requested delivery date on the purchase orders The MBRs shall be available for 2 L Icaldjnt\Agreements\Alta M. -Acting Warehouse Agreernent.docx transfer via dock pick up at the Premises within twenty-four (24) hours of City providing such notice B ALTA may, without notice, move the MBRs within the Warehouse Space ALTA shall not, except as provided in Sub -section 3(D) hereof, move the MBRs to another location without the prior written consent of City C In the event the MBRs are 01 become a hazard to the Premises, other property or persons, and ALTA had no actual notice of such hazard at the time of tender, ALTA shall notify City and City shall immediately remove the MBRs from ALTA at City's expense 7 HANDLING A Rates and charges set forth in Exhibit "A" shall cover laboi and administration involved in receiving the MBRs at the Premises dooi or dock, placing the MBRs in storage, and returning the MBRs to the Premises dooi 01 dock B Receipt of inbound shipments will be on a mutually agreed upon schedule Outbound shipments, not including deliveries of the MBRs by ALTA, will be coordinated between City, ALTA, and a transportation services providei selected by City C ALTA shall not be liable for demurrage oi detention, delays in unloading inbound trailers oi other containers, or delays in obtaining and loading trailers 01 othei containers for outbound shipment unless ALTA has failed to exercise reasonable care consistent with industry custom and practice D ALTA labor required for services othei than the Standard Services identified on Exhibit "A" will be charged to City at the Supplemental Services rate set forth in Exhibit "A " E Dunnage, bracing materials or other special supplies may be provided at ALTA's sole discretion, and shall be charged to and payable by City as set forth on Exhibit "A " 8 DELIVERY REQUIREMENTS No MBRs shall be delivered to or transferred from the ALTA except upon receipt by ALTA of instructions authorized and executed by City The delivery of MBRs to 01 the transfer frornthe Premises shall be governed by Section 6A above 9 INBOUND SHIPMENTS A ALTA shall notify City within five (5) days of any known discrepancy between the amount of MBRs delivered and the amount of MBRs identified in City's written instructions and shall place a notation of such discrepancy on the delivering carrier's shipping documents Returned MBRs shall be handled in accordance with reasonable instructions provided by City B ALTA shall immediately notify City if any MBRs are tendered that are or may be a hazard to the Premises, personal property at the Premises 01 persons ALTA, in its sole discretion, shall determine whether to refuse tender of such MBRs ALTA shall have no liability 3 L lcalctrnlAgreeinentslA[ta Marketing Warehouse AgreeEnent,doca for any demurrage, detention, transportation and other charges by virtue of any such refusal by ALTA, unless the hazard is the result of ALTA's negligence or breach of this Agreement C City will provide ALTA with information concerning the stored the MBRs, which is, to the best of City's commercially reasonable knowledge, accurate, complete and sufficient to allow ALTA to comply with all laws and regulations concerning the storage, handling and transportation of the stored MBRs 10 LIABILITY AND LIMITATION OF DAMAGES A ALTA shall not be liable for any damages, loss injury to MBRs stored, 01 delay, however caused, unless such damage, loss 01 injury is caused by the failure of ALTA to exercise such care in regard to the MBRs that a reasonably careful person would exercise under similar circumstances ALTA is not liable for damages that could not have been avoided by the exercise of such care B The MBRs are not insured by ALTA against loss oi injury however caused C Where damages occur to the MBRs for which ALTA is not liable, City shall be responsible for the costs of removing and disposing of such MBRs from D ALTA shall not be liable foi loss, injury, damage, or delay caused by or resulting () An act, omission, 01 order of the City or the owner of the stored MBRs or the servant, agent, or employee of either City 01 the owner of the MBRs, (it) Obsolescence, (iii) The nature of the article, 01 any defect, characteristic, oi inherent vice of the article, including susceptibility to damage unrelated to atmospheric conditions such as temperature and humidity, or changes in those conditions fol. which ALTA shall be liable, (1v) Hostile, or warlike action in time of peace or war by an authority maintaining 01 using military forces, nuclear reaction 01 nuclear radiation 01 radioactive contamination, insurrection, rebellion, revolution, civil war, usurped power 01 any action taken by government authority against such an occurrence, or (v) Breakage of glass unless packed and unpacked by ALTA or the breakage results from the negligence of ALTA (vi) Acts occurring before delivery to ALTA, (vii) Acts occurring at the direction of City 01 its agent aftei the property has been delivered by ALTA E NOTWITHSTANDING ANYTHING HERE AND TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR PUNITIVE 4 L IcalckimlAgreements\Alta Marketing Warehouse Agreement.docx DAMAGES, EXEMPLARY DAMAGES, INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, LOST PROFITS OR SIMILAR DAMAGES EXCEPT TO THE EXTENT THAT THOSE DAMAGES ARE PART OF A THIRD PARTY CLAIM FOR WHICH A PARTY HAS AN INDEMNITY OBLIGATION UNDER THIS AGREEMENT 11 INDEMNIFICATION Each Party shall defend, indemnify and hold harmless the other from any damages, claims, liabilities, and costs, including reasonable attorneys' fees, or losses of any kind or nature whatsoever foi a claim by an unrelated or unaffihated third party resulting from (i) any breach or alleged breach of the terms of this Agreement or (ii) any breach or alleged breach of any representation 01 warranty by such Party The indemnifying Party shall have the right to assume and control the defense of any claim arising out of this Section 12 INSURANCE A During the Term, ALTA shall maintain at its expense legal liability insurance pohcy including coverage foi mysterious disappearance and employee infidelity Such policy shall include geneial liability coverage of at least $2,000,000, employer's liability coverage of at least $1,000,000 and statutory workers' compensation coverage The cancellation 01 teimination of this Agreement by either Party shall not affect the insurance coverage for losses occurring during the Term B During the Term, ALTA will require certificates of insurance from City and all carriers or other entities entering the property evidencing commercial general liability coverage of no less than $1,000,000 pei occurrence and $3,000,000 in the aggregate, including by not limited to Premises -Operation, Products/Completed Operations Hazard and Contractual Coverage (including coverage of the indemnity clause contained in this Agreement), comprehensive form automobile liability covering owned, hired and non -owned vehicle with limits of $1,000,000 combined single limit, employer's liability coverage of $1,000,000 and workers' compensation coverage as required by statute, naming ALTA as an additional insured The cancellation 01 termination of this Agreement by either Party shall not affect the insurance coverage foi losses occurring during the Term 13 NOTICE OF LOSS DAMAGE CLAIM A ALTA shall notify City of any loss or damage, howsoevei caused, to MBRs stored 01 handled within twenty-four (24) hours aftei ALTA has actual knowledge of the loss oi damage B All claims by City relating to the losses or damages disclosed as a result of a City physical inventory reconciliation shall be presented in writing to ALTA within a reasonable time, and in no event latei than ninety (90) days after delivery of notification to City that loss oi injury to part 01 all of the MBRs has occurred 14 RECORDS A ALTA shall maintain an accurate count of all shipments of the MBRs into and out 5 L lealdlmlAgreements\Alta Marketing Warehouse Agreernent.docs of the Premises ALTA shall report to City the count taken on each inbound and outbound shipment and, once reported to City, such count shall establish the numbei of cases and/or pallets received 01 shipped unless other documentation can prove to the contrary ALTA shall make such records and reports available to City through an on-line system B ALTA shall maintain complete and accurate books and records, recording all inbound and outbound shipments, so as to produce a continuous balance that shows the number of cases or pallets of each City product that should be in the Warehouse Space, based on the ALTA's count, at any given time C Books and records maintained by ALTA shall be reconciled by ALTA with parallel books and records to be maintained by City, which reconciliation shall occur at least quarterly depending on the period used for City monthly financial reporting purposes The results of this reconciliation shall be provided to City within five (5) business days of period -end D Upon request and reasonable notice, City shall have the right to examine the books and records maintained by ALTA in connection with this Agreement and such review shall be conducted at the Premises during normal ALTA business hours 15 INDEPENDENT CONTRACTOR A ALTA is performing the Services as an independent contractor Nothing contained in this Agreement shall be construed to place City and ALTA in a relationship as partners, joint ventures, employer/employee or principal/agent, nor shall ALTA be considered in any sense to be an affiliate or subsidiary of City ALTA shall not have any authority to create or assume in City's name or on its behalf any obligation, express or implied, 01 to act or purport to act as City's agent or legally empowered representative for any purpose whatsoever B ALTA shall pay and discharge, at its expense, any and all expenses, charges, fees and taxes arising out of of incidental to the carrying on of its business including, without limitation, worker's compensation, unemployment insurance and social security taxes levied or assessed with respect to employees of ALTA 16 COMPLIANCE WITH LAWS, ORDINANCES. RULES AND REGULATIONS ALTA and City shall comply with all applicable laws, ordinances, rules and regulations of federal, state, local and other governmental authorities and entities as necessary to comply with then obligations under this Agreement ALTA shall use good faith efforts and reasonably cooperate fully with City to allow City to obtain all necessary licenses, permits and approvals to deliver, warehouse, store, and ship the MBRs to, at and from the Premises 17 REPRESENTATIONS AND WARRANTIES A City represents and warrants that it is lawfully possessed of the MBRs and has the right and authority to store them with ALTA B City represents and warrants that, to the best of its knowledge, neither the execution and delivery of this Agreement, noi the consummation of the transactions contemplated hereunder 6 L Icaldj i AAgreements\Alta Marketing Warehouse Agreement.docx or thereunder, noi the compliance with or performance of the terms and conditions herein or therein, (i) will result in the creation oi imposition of any material hen, charge or encumbrance of any nature whatsoever upon any of the property or assets of City except as permitted or anticipated by this Agreement, or (n) is a default undei, a breach or violation of, is prevented 01 limited by, or conflicts with the terms, conditions, or provisions of (a) its certificate 01 articles of incorporation or by-laws and other organizational documents, (b) any material indenture, evidence of indebtedness, loan or financing agreement, or other agreement or instrument of whatever nature to which it is a party 01 by which it is bound, or (c) any provision of any existing law, rule regulation, order, wnt, injunction or decree of any court oi governmental authority to which City is subject C City represents and warrants that (i) it is a general law city incorporated, duly organized and validly existing under the laws of the State of California and it has all requisite power and authority to (a) execute and deliver this Agreement and other document, agreement, certificate 01 instrument necessary to consummate the transactions and perform its obligations hereunder and (b) to own its properties and assets and to carry on and conduct its business as presently conducted All necessary action to authorize the execution, delivery and performance of this Agreement and to consummate the transactions contemplated hereunder has been taken by City D ALTA represents and warrants that neither the execution and delivery of this Agreement, noi any other document, agreement, certificate and instrument to which it is a party or by which it is bound in connection herewith or therewith, nor the consummation of the transactions contemplated hereundei or thereunder, nor the compliance with 01 performance of the terms and conditions herein or therein, (i) will result in the creation or imposition of any material lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of ALTA except as permitted in 01 anticipated by this Agreement, 01 (rr) is a default under, a breach 01 violation of, is prevented oi limited by, 01 conflicts with the terms, conditions, or provisions of (a) its certificate 01 articles of incorporation or by-laws and othei organizational documents, (b) any material indenture, evidence of indebtedness, loan oi financing agreement, 01 othei agreement or instrument of whatever nature to which it is a party or by which it is bound, or (c) any provision of any existing law, rule regulation, order, writ, injunction 01 decree of any court or governmental authority to which ALTA is subject E ALTA represents and warrants that at the time of execution of this Agreement it is not aware of any fact or circumstance that would interfere 01 frustrate ALTA's ability to provide the services described in this Agreement, including but not limited to those in Exhibit "A " F ALTA represents and warrants that (i) it is a corporation duly organized and validly existing undei the laws of the State of California, and it is authorized to do busyness in each othei jurisdiction wherein its ownership of property or conduct of business legally requires such authorization, licensing or qualification, and (n) it has all requisite power, authority, franchises, permits and licenses to (a) execute and deliver this Agreement and any othei document, agreement, certificate or instrument necessary to consummate the transactions and perform its obligations hereundei and (b) to own its properties and assets and to carry on and conduct its business as presently conducted 01 proposed to be conducted All necessary action to authorize theexecution, delivery, and performance of this Agreement and to consummate the transactions contemplated hereunder has been taken by ALTA 7 LlcaldpmlAgreements\Alta Marketing Warehouse Agreement.docx G No warranty or representation is made that any of the warehouse buildings of ALTA are fireproof of that the MBRs stored in the buildings cannot be destroyed by fire ALTA does not have a watchperson, but does have both a fire alarm system and a monitored burglar alarm system 18 TERMINATION A Except as expressly permitted in this Agreement, neither Party may terminate this Agreement during the Term B Eithei Party who is not in default under this Agreement (the "Non -Breaching Party") may terminate this Agreement if the other Party has failed to perform any material term, condition, or obligation hereof and has failed to correct such material default within fifteen (15) days after receipt of written notice of such failure from the Non -Breaching Party C Either Party may terminate this Agreement if the other Party (i) fails to vacate an involuntary bankruptcy, insolvency, 01 reorganization petition of an agreement or composition with creditors filed against such Party within ninety (90) days aftei the date of such filing, or files such petition on a voluntary basis, (1i) makes an assignment or transfer for the benefit of creditors, (iii) fails to vacate the appointment of a receiver 01 trustee foi such Party 01 foi any interest in such Party's business within ninety (90) days after such appointment, or (iv) permits an attachment to be levied against its assets and remain outstanding foi more than ninety (90) days D Termination of this Agreement shall be without prejudice to any rights that have accrued to the benefit of either Party prioi to the effective date of such termination (the "Teiiiunation Date"), including, without limitation, payment of amounts owed under this Agreement 19 ASSIGNMENT City shall not, without the prioi written consent of ALTA, which shall not be unreasonably withheld, assign this Agreement Notwithstanding the foregoing, City may assign this Agreement to one of its wholly-owned affiliates, or in connection with a merger 01 assignment of all or substantially all of its assets, provided that in the event of such an assignment, City or its successors or assigns shall be bound to perform, and is not discharged 01 released from performing, its duties and obligations under this Agreement 20 APPLICABLE LAW This Agreement shall be governed by, enforced, interpreted and construed under the laws of the State of California 8 L lcaldhEnlAgreementslAita Marketing Warehouse Agreement.docx 21 ATTORNEYS' FEES In the event any action is commenced to enforce or interpret this Agreement, the prevailing Party in any such action shall be entitled to its costs and reasonable attorneys' fees, including fees foi use of in-house counsel by a Party 22 CONFIDENTIALITY A Pursuant to this Agreement, the Parties may disclose to each other confidential and proprietary information (the, "Confidential Information") The existence of this Agreement shall not be considered Confidential Information Neithei Party may disclose Confidential Information of the other to any third party, except as may be required (i) to implement, perform and enforce the terms of this Agreement and with approval of the original disclosing Party, 01 (n) by law, regulation, court or similar order B Except as otherwise expressly provided in this Section, neither Party receiving Confidential Information of the other may disclose it to any third party without the prior written consent of the original disclosing Party, except to the receiving Party's own employees, consultants or agents to whom disclosure is necessary to fulfill the purposes set forth in this Agreement The Confidential Information of the disclosing Party may be used by the receiving Party only in connection with the fulfillment of the receiving Party's obligations under this Agreement C This Agreement imposes no obligation on the receiving Party with respect to information that the receiving Party can establish (i) was in the possession of or was known by the receiving Party prior to its receipt from the disclosing Party without an obligation to maintain its confidentiality, (ir) is or becomes generally known to the public without violation of this Agreement, (iii) is obtained by the receiving Party fiom a thud party without an obligation to keep such information confidential, or (iv) is independently developed or created by the receiving Party If the receiving Party is compelled pursuant to a legal proceeding of otherwise required by law to disclose the other Party's Confidential Information, then before any such disclosure the receiving Party will promptly notify the disclosing Party so the disclosing Party may seek a protective oidei or other appropriate remedy and/or waive compliance with this Agreement and the receiving Party shall use its best efforts to obtain confidential treatment for such Confidential Information In any such legally compelled disclosure, only that portion of the disclosing Party's Confidential Information that is legally required to be disclosed may be disclosed 23 SURVIVAL The following provisions shall survive expiration 01 termination of this Agreement 10, 11, 17, and 20-25. 24 NOTICE Any notice or other communication required or permitted to be given under this Agreement shall be in writing (including facsimile, email of similar transmission) and mailed (by U S certified mail, return receipt requested, postage prepaid), sent 01 delivered (including by way of overnight courier service) 9 L Ica\dhmlAgreements\Alta Marketing warehouse Agreement.docx If to City, addressed to Rudolph Chow, Director City of Redlands Municipal Utilities & Eng Department 35 Cajon Street, Ste 222 PO Box 3005 (mailing) Redlands, CA 92373 (909) 798-7624 If to ALTA, addressed to Anthony Haralambos, President Alta Marketing Co 26717 Palmetto Avenue Redlands, CA 92374 Tel (909) 307-1777, Ext 202 Fax (909) 307-1814 With copy to Gary Leavitt, Vice President Alta Maiketing Co 26717 Palmetto Avenue Redlands, CA 92374 Tel (909) 307-1777, Ext 209 Fax (909) 307-1814 or to such other address as City or ALTA shall give notice to the othei by like means All such notices, demands, and communications, if mailed, shall be effective upon the earlier of (1) actual receipt by the addressee, (2) the date shown on the return receipt of such mailing, or (3) three days aftei deposit in the mail All such notices, demands, and communications, if not mailed, shall be effective upon the earliei of (1) actual receipt by the addressee, (2) with respect to facsimile, email or similar electronic transmission, the eailiei of (a) the time that electronic confirmation of a successful transmission is received, or (b) the date of transmission, if a confirming copy of the transmission is also mailed as described above on the date of transmission, and (3) with respect to delivery by overnight courier service, the day aftei deposit with the couriei service, if delivery on such day by such courier is confirmed with the courier 01 the recipient orally of in writing 25 MISCELLANEOUS PROVISIONS A Section headings are for convenience only and are not to be construed as part of this Agreement B If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void 01 unenforceable in any mannei, the remaining provisions of this Agreement shall nonetheless continue in full force and effect without being impaired or invalidated in any way In addition, if any provision of this Agreement may be modified by a court of competent jurisdiction such that it may be enforced, then that provision shall be so modified and as modified shall be fully enforced C This Agreement contains the entire understanding of the Parties respect to its subject mattei, and supersedes all prior 01 contemporaneous agreements, understandings and negotiations between the Parties There are no othei terms, warranties, representations, 01 agreements of eithei the City or ALTA not contained in this Agreement No modification 01 alteration of this Agreement shall be deemed effective unless in writing and signed by the Parties D The terms used in this Agreement, regardless of the numbei and gender in which 10 L IcaldhmlAgreernents\Aita Marketing Warehouse Agreement.docx they are used, shall be construed to include the other number (singular or plural), and other genders (masculine, feminine 01 neuter), as the context or sense of this Agreement 01 any paragraph 01 clause may require E This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which shall constitute one Agreement The signature of any Party to any counterpart shall be deemed to be a signature to, any may be appended to, any other counterpart Facsimile signatures shall be deemed effective as originals F Each Party agrees to sign and dehvei all documents, instruments, certificates and applications reasonably necessary to consummate the transactions contemplated by this Agreement G Failure to require strict compliance with any provision of this Agreement shall not constitute a waiver 01 estoppel to later demand strict compliance with that 01 any otherprovisions of this Agreement H This Agreement is the product of joint drafting by the Parties, each of which acknowledges that it has been represented by counsel in the drafting of this Agreement Any rule of construction that the Agreement, or any term or provision herein, shall be construed against the drafter shall not apply in interpreting the provisions of this Agreement I Nothing in this Agreement, express or implied, is intended or shall be construed to give any person 01 entity, other than the Parties to this Agreement and their successors and permitted assigns, any legal of equitable right, remedy or claim under or in respect of any agreement or any provision contained in this Agreement The provisions of rights and obligations of this Agreement shall be binding on the Parties' successors and assigns J Each Party to this Agreement will execute all instruments and documents and take all actions as may be reasonably required from time to time to effectuate this Agreement 11 L Icaldjm\AgreementslAlta Marketing Warehouse Agreement.docx IN WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be executed by its duly authorized representative as of the Effective Date CITY OF REDLANDS By Paul W Foster, Mayor ATTEST By Donaldson, City Clerk ALTA TING C By Anthony Haralambos, President EXHIBIT "A" STANDARD SERVICES RATE L'E.R INBOUND HANDLING $6 00 CRATE OUTBOUND HANDLING $6 00 CRATE INITIAL STORAGE $50 00/month CRATE RECURRING STORAGE $50 00/month CRATE BILL OF LADING $5 00 BILL OF LADING SHRINK WRAPPING $10 00 PALLET PHYSICAL INVENTORIES $25 00 HOUR SPECIAL HANDLING (FORKLIFT FORK EXTENSIONS) TBD SIMPLIES RATE PER PALLETS SUPPLIED BY ALTA $10 00 PALLET DUNNAGE, BRACING, ETC - 5% OVER COST AIR BAGS APPLICATION AND REMOVAL $16 00 EACH TRANSPORTATION RATE TBD TBD OTHER FREIGHT TBD 13 SUPPLEMENTAL SERVICES ALTA will provide additional clerical and laboi services, including repacking, labeling and re -palletizing at City's request at the labor rates indicated below, unless the service is specifically identified above, in which case the rate shown for that specific service will apply AFTER REGULAR LABOR REGULAR MON-FRI BUSINESS HOURS SERVICES 7 00 AM — 3 00 PM 3 01 PM - 6 59 AM OVERTIME LABOR $25 00/HR $35 00/HR $30 00/HR * Subject to an amount equal to the State or Federal minimum wage increase WEEKEND AND HOLIDAY OVERTIME REQUIRES A FOUR-HOUR MINIMUM SERVICE LEVELS • Hours of Operation 7 00 a m — 3 00 p m Monday through Friday excluding holidays (pursuant to ALTA scheduled holidays) o Outbound — loading as required by Section 6A o Inbound -- i eceiving within 24 hours of receipt of request • Daily reporting of inventory and shipments • ALTA Crew o Can receive and/or ship up to 10 truckloads per day o Perform inspections of inbound loads o Separate damaged cases and take digital photograph documentation o Perform repack, labeling and re-palletization work per customer purchase order • Secured facility • Traffic Department on site with access to an owned fleet o Local delivery service within L A basin • Cold storage capability (storage rates to be mutually agreed) • Membrane crates to be stored in temperature contiolled environment from 41F — 85F prior to install o Each crate dimensions 107 5in x 35in x 83m, total 84 membrane cassette crates, each weighs 15741b 14 IN