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Resolution No. 7031
~ 26 1 RESOLUTION NO. 7031 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN ADDENDUM TO THE TRAFFIC SIGNAL CONSTRUCTION AND MAINTENANCE AGREEMENT BETWEEN THE CITY OF VERNON AND FOUR M MANUFACTURING GROUP OF CALIFORNIA, INC. DBA BOX USA GROUP, INC. 3 4 5 6 7 WHEREAS, the City of Vernon and Four M Manufacturing 8 Group of California, Inc. dba Box USA Group, Inc. ("Four M") are 9 parties to a Traffic Signal construction Maintenance Agreement 10 dated July 1, 1997 ("Agreement"), as approved by Resolution No. 6985 of the City council of the City of Vernon; and 11 12 WHEREAS, the Agreement is related to proposed improvements to the property located at 3030 Atlantic Boulevard and adjacent thereto, and specifically calls for Four M to pay 13 14 100% of the construction costs and 33.3% of the maintenance, 15 16 repair, administration, and operation costs of traffic signal devices and appurtenant equipment needed to provide access to the 17 site; and 18 19 WHEREAS, it is necessary that section 3 of the Agreement be amended to correct a clerical error and to better express the 20 21 intent of the parties; and WHEREAS, by letter dated September 17, 1997, the City 22 has been advised that Four M and box USA Group, Inc., Inc.; and 23 24 WHEREAS, section 7 of the Agreement provides that the City will not unreasonably withhold its consent of Company's 25 assignment of all obligations and liabilities referred to in the Agreement to an entity or person acquiring a fee interest in the 27 company's property; and 28 1 WHEREAS, Box USA Group Inc., has succeeded to the 2 interests of Four M in the property that is the subject of the 3 Agreement; and 4 WHEREAS, it is reasonable in this circumstance that the 5 City approve an assignment of the Agreement to Box USA Group, Inc. 6 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF 7 THE CITY OF VERNON AS FOLLOWS: 8 SECTION 1: The City Council of the City of Vernon 9 hereby finds and determines that the recitals contained 10 hereinabove are true and correct. 11 SECTION 2: The City Council of the City of Vernon 12 hereby approves the Addendum to Traffic signal Construction and 13 Maintenance Agreement, a copy of which has been presented to the 14 City Council concurrently with this resolution, and the City 15 Council orders said Addendum tq be received and filed by the City 16 Clerk. 17 SECTION 3: The City Council of the City of Vernon 18 hereby authorizes the Mayor and the City Clerk to execute said 19 Addendum for, and on behalf of, the City of Vernon. 20 SECTION 4: The City Clerk of the City of Vernon shall 21 certify to the passage of this resolution, and thereupon and 22 thereafter the same shall be in full force and effect. 23 APPROVED AND ADOPTED this 7th day of October, 1997. 24 26 ATTEST: 25 27 A /~~ 28 BRUCE V. MALKENHORST, City Clerk -2- 1 STATE OF CALIFORNIA ) )ss COUNTY OF LOS ANGELES ) I, BRUCE V. MALKENHORST, City Clerk of the City of 2 3 4 Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 7031, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held 5 6 7 on Tuesday, October 7, 1997, and thereafter was duly signed by the 8 Mayor of the City of Vernon. 9 10 ~-/ BRUCEV. MALKENHORST, City Clerk 11 (SEAL) 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 -3- 1 ADDENDUM TO TRAFFIC SIGNAL CONSTRUCTION- 2 AND .MAINTENANCE-.AGREEMENT 3 THIS ADDENDUM TO TRAFFIC .SIGNAL CONSTRUCTION AND 4 MAINTENANCE AGREEMENT is made, entered into and executed in 5 duplicate originals, either copy. of which maybe considered and 6 used as a original hereof for all purposes, as o£ this 7 day o , 1997, 8 g BY AND BETWEEN CITY OF VERNON, a municipal corporation (hereinafter 10 referred to as "CITY") 4305 Santa Fe Avenue 11 Vernon, California 90058-0805 12 AND BOX USA GROUP, INC. (hereinafter referred to as _ 13 "COMPANY") 115 Stevens Avenue 14 Valhalla, New York 10595-1252 15 RECITALS' 16 WHEREAS,. Four M Manufacturing Group of California, Inc., 17 dba Box-USA ("Four M") and CITY are parties to a Traffic Signal 18 Construction and Maintenance Agreement dated July i, 1997 19 ("Agreement"), as approved by Resolution No. 6985 of-the Vernon 20 City Council; and 21 WHEREAS, by virtue of a merger, COMPANY has succeeded to 22 the interests of Four M with respect to the facility located at 23 3030 Atlantic Boulevard in the, City of Vernon;. and 24 WHEREAS, the parties desire to amend Section 3. of the 25 Agreement to correct a clerical error and better express their 26 .intent; and 27 WHEREAS,-the parties further desire to amend the 28 Agreement to correctly designate the identities of the parties. i 1 NOW, THEREFORE, THE PARTIES. AGREE AS FOLLOWS: 2 SECTION 1. Section 3 of the Agreement is amended in its 3 .entirety to read as follows: 4 "SECTION 3. Subject to Section 4, COMPANY shall 5 indemnify and hold harmless CITY-and its agents and 6 employees from and against one-half of the amount of all 7 claims, damages, losses and expenses including attorney's 8 fees and costs arising out of or resulting from the 9 construction,, maintenance, repair, administration and 10 operation of the Project, except to the extent .that any 11 .such claim, damage, loss or expense is caused in whole or 12 in part by a negligent act or omission of City, its 13 employees, agents or anyone for whose acts City may be 14 liable, or as a result of the failure or refusal of City, 15 for any reason, to perform its duties under this ' 16 Agreement." 17 SECTION 2. It is understood and agreed that COMPANY is 18 -and shall be a party to this Agreement, in place of Four M, with 1g all the rights and obligations of Four M thereunder. 20 21 22 23 24 2 5 _ _ _ _ _ _ - _ _ _ _ _ _ / % / _ _ _ _ _ _ - _ _ _ _ 26 27 28 _2_ 1 SECTION 3. In all other respects, the Agreement shall 2 remain in full .force and effect. 3 CITY OF VERNON °~LEONI S C . MALBURG, Mayor 5 ATTEST' 6 7 BRUCE V. MALKENHORST, City .Clerk 8 APPROVED AS TO FORM: r 9 DAVID B. BRE Y, City ttorney 10 • X USA R P I 11 By: 12 Gerald Adams Title: President/CEO 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 -3- Information to be entered when assigning new agreement# to system. CATEGORY (circle one only) : L & P, GAS, GENERAL, LICENSE AGREEMENTS OR REDEVELOPMENT AGENCY # 1. Approval date : ~ 0 7 9 ~ # 1 a. Agreement # ~ ? o ~ #2. Title of A reement: ~ ~ g #3. Effective Date: (if different from approval date) #4. Expiration Date: (if applicable) ©zy #5. Expiration Dat :NONE ~t~~- ~cu,L~'~~,~~.e~ :AgrmntData CITY COUNCIL DAVID B. BREARLEY City Attorney LEONIS C. MALBURG FAX: (818) 330-5818 Mayor THOMAS A. YBARRA KEVIN WILSON Mayor Pro-Tem Director of Community Services & Water FAX: (213) 588-2761 Wm. "BILL" DAVIS KENNETH J. DeDARIO Councilman Director of Light & Power H. "LARRY" GONZALES FAX: (213) 583-1983 Councilman DAVE TELFORD W. MICHAEL McCORMICK Fire Chief Councilman T FAX: (213) 581-1385 BRUCE V. MALKENHORST CI 1 1 HALL LOUIS ROSENKRANTZ City Administrator/City Clerk 4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058 Police Chief FAX: (213) 581-7924 TELEPHONE (213) 583-8811 FAX: (213) 581-1178 September 2, 1997 Mr. Harry Friedman Four M Manufacturing Group of California, Inc. dba Box USA Group, Inc. 115 Stevens Avenue Valhalla, NY 10595-1252 Re: Addendum to Traffic Signal Construction and Maintenance Agreement Dear Mr. Friedman: Transmitted herewith .are two (2) duplicate originals of the Addendum to Traffic.Signal Construction and Maintenance Agreement which are to be presented to the Vernon City Council on September 16, 1997. It is my understanding that you have already reviewed and .approved this Addendum. I am, therefore, requesting that you sign and return them to me no later than noon, September 11, 1997, to ensure that this-item is placed on the September 16 Agenda. Thank you for your assistance in this matter and if you have any questions pertaining to the above, please contact Mr. Morillo at extension 306. Ver r by yours , to ia~ , c~~ Chief D pu City Clerk GJ®/mm enclosures r~ / MEMORANDUM ~C~/ TO: Glo Orosco, Chief Deputy City Clerk VVV FROM: Ric d J. Morillo, Attorney for vid B. Brearley, City Attorney DATE: August 28, 1997 SUBJECT: Box U5A Addendum For processing, please find enclosed duplicate original Addendum to Traffic Signal Construction and Maintenance Agreement by and between the City and Four M Manufacturing Group of California, Inc. dba Box USA. Please send the enclosed to Mr. Harry Friedman at the address shown on the addendum. Mr. Friedman is expecting these originals, and the company has agreed to sign them. Enclosures cv\9o-bxusa.897 CITY COUNCIL DAVID B. BREARLEY LEONIS C. M,ALBURG City Attorney Mayor FAX: (818) 330-5818 THOMAS A. YBARRA ~'~N Mayor Pro-Tern Director of Community Services & Water FAX: (213) 588-2761 Wm. "BILL" DAVIS Councilman KENNETH J. DeDARIO Director of Light & Power H. "L.ARRY" GONZALES FAX: (213) 583-1983 Councilman DAVE TELFORD W. MICHAEL McCORMICK Fire Chief Councilman FAX: (213) 581-1385 BRUCE V. MALKENHORST CITY HALL LOUIS ROSENKRANTZ City Administrator/City Clerk 4305 SANTA FE AVENUE, VERNON, CALIFORMA 90058 Police Chef FAX: (213) 581-7924 TELEPHONE (213) 583-8811 FAX: (213) 581-1178 November 17, 1997 Mr. Harvey L. Friedman BOX GROUP USA, INC. 115 Stevens Avenue Valhalla, NY 10595-1252 Re: Addendum to Traffic Signal Construction and Maintenance Agreement Dear Mr. Friedman: Transmitted herewith is a fully executed copy of the Addendum to Traffic Signal Construction and Maintenance Agreement for your files, approved by the Vernon City Council as of October 29, 1997. If you-have any questions regarding this matter, please don't hesitate to call Mr. Kevin Wilson, Director of Community Services & Water Department. Very truly yours, ~~~C~'i''`--~ is J. Oro for Chief Deputy ~ty Clerk GJO/mm enelosur-e - - - - cc: Kevin Wilson Director, Community Services & Water Dept. °~uv'~1;-87 14;04 From:HARVEY L FRIEDMAN ~ ~9i4.74932~u ~ T~618 P:QI'/03 Job~345 It ~ Fax Cwei~ ~h~~~, Phone; (9'I4) ~~~-32©2 Fax: (9'f 4) 74~-32go # of pages (includl~g cover sheep): HARVEY L, FRIEDI~4N DATA; 1/ / ~ ~ / ~ ~ SUBJECT: ~ `Per our discussion Ca11 to discuss ,Y For yQUr irrtorrnatiart As ou r requested Ifyau-have any trouble wit}i this transmission, pleases call (9't4) 74~-3202 NOV-T7-97.14:05- From: HARVEY L FRIEDMAN 9147493280 T-018 P.02/03 Jvb-345 Harvey Y,. ~rledman Phonc: 914.749.3242 Gcncral Counsel Pax: 914.749.3280 V'ia Telcconicr November 17, 1997 Intr. Bruce V. Malkenharat City Administrator/City Clerk 4305 Santa Fe Avenue 6 Vernon, California 90058 ~ Re; 340 Atlantic Boulevard V~rn~n.~lif+arnia` , L7ear Mr. Malkenhorst` Fallowing up on Mr`. Friedman's letter to you of September 23, 1997, a copy a which is enclosed fdr your convenience, :please provide us with a fully executed copy of the. Addendum to Traffic Signal Construction and Maintenance Agreement. Sincerely, , ~,%Lu e Arco Secretary to FYarvey Friedman /enclosure - - _ - 1 1'~ S7'CVB.N S AvS. • vALEiAi.GA~ NY 1 Q ~ ~ ~ ~ 1 2 S 2 c ai r ;VOV-1T-97 ~I'4,03 From;NARU~Y- L FR'EDMAN, ~ 9'.474932,8.0 T-,618 F 08/63 Job-343 HaTVty L. FtiedataA Phone; 914-749-3zOb Genccxl Counsel , F~c: 914-749.3280 September 23, 1997 Mr. Bruce V. Malkenhorst City AdminIsu-atadCity Clerk 4305'.Santa Fe Avenge Vernon, California 9U~58-U80S Re: 3030 Atlantic Boulevard Ve171b~, California Dear Mr. Mallcenhorst: 1n accordance with D$vid Brearley's September 17th letter, copy attached, enclosed are duplicate originals of the, Addendum to Traffic Signal Construction and Maintenance Agreement, each of r~rhich has begin executed by Gerald K: Adams on behalf of fox U'5A Crroup, Inca Please provide us with s fully executed copy for our files. . cerely, . . Friedman HLF ava Enclosures 1,1 ~ 8 T E V 8 N S A V P. VALHALLA, N Y 1 0 S~~- 1 2 S~ / AlJG-~ ~ T Ht! - 3T EREFiRLE'Y ?'~{ERF-dCJFa P' - @ 1 CITY ATTORNEY'S OFFICE czT~ of vE~vc~N 2440 S. Hacienda Blvd. Suite No. 223 Telephone: 626/336-3408 Hacienda Heights, CA 91746-4TT0 Facsimile: 626/330-6818:. Facsimile Transmittal`Cover .Sheet DELIVER TO: Gloria.Orosco FAX COMPANY i DATE : 81.2 $ / 9 7 9;'3,2 a ~n . FROM1 David H. Hreariey PAGES: i , including this Eduardo 41ivo aovex' sheet *Richard J. Moriilo SUBJECT: BOX USA Addendum Tf you'do_not receive ail of the pages,' please caii Judy ar.Nancy or Mery Ann COMMENTS: Community Services Department information is that the executed Bax [JSA Addendum has not been returned. Therefore, Box USA is, NOT on-.the agex~?da fox 9/2/97 City Cpunci].~me~ting. O 1 C C~ _ ~ ~P ~ ~ ~ _ 6 ~ u _ J ~ - This facsimile transmissionmcy contain CONFIDENTIAL INFORMATION, ~ hich also ay U ba LEGALLY PR1jlILEGED and which is intended only for the use of the-addrossee(s) Warned above. If you are not the intended recipient of this facsimile, or the employee or agent responsible for delivering it to 'the intended recipient, you are hereby notified that any dissemination or copying of this facsimile may be strictly prohibited.. If you have received' this facsimile in error, please .immediately notify us by telephone. and return the original facsimile to us at the above address via the postal service. Thank .you. F~ , ` y~ ~~p R~ , Q~ , Harvey L. Friedman Phone: 914.7493202. ..General Counsel Fax: 914-7493280 September 23, 1997 Mr. Bruce V. Malkenhorst City Administrator/City Clerk 4305 Santa Fe Avenue Vernon, California 90058-0805 Re; 3030 Atlantic Boulevard Vernon, California Dear Mr. Malkenhorst: In accordance with David Brearley's September 17th letter, copy. attached, enclosed are duplicate originals of the Addendum to Traffic Signal Construction and Maintenance Agreement, each of -which has been executed by Gerald K. Adams on behalf of Box USA Group, Inc. Please provide us with a fully .executed. copy for our files. ce ely, Ha .Friedman HLF ava Enclosures 1 1 rj STE V E N S AVE. • V A L H A LLA, N Y i 0 5 9 5~ 1 2 5 2 CITY COUNCIL DAVID B. BREARLEY LEONIS C. MALBURG City Attorney FAX: (818) 330-5818 Mayor THOMAS A. YBARRA KEVIN WILSON Mayor Pro-Tem Director of Community Services & Water FAX: (213) 588-2761 Wm. "BILL" DAMS Councilman KENNETH J. DeDARIO Director of Light & Power H. "LARRY" GONZALES FAX: (213) 583-1983 Councilman DAVE TELFORD W. MICHAEL McCORMICK Fire Chief Councilman FAX: (213) 581-1385 BRUCE V. MALKENHORST CITY HALL LOUIS RoSENKRANTz City Administrator/City Clerk 4305 SANTA FE AVENUE, VERNON, CALIFORMA 90058 Police Chief FAX: (213) 581-7924 TELEPHONE (213) 583-8811 FAX: (213) 581-1178 September 17, 1997 Harvey L. Friedman, Esq. Box USA Group, Inc. 115 Stevens Avenue Valhalla, New York 10595-1252 Re: Traffic Signal Construction and Maintenance Agreement Dear Mr. Friedman: Enclosed for signature are duplicate originals of the addendum to the above agreement, with the changes you requested. Please return both signed originals directly to the City in .the envelope provided-for your convenience. The City will return a conformed original to you once the addendum has been approved by the City Council. By copy. of this letter, we are advising the City of your request that it approve the assignment to Box USA Group, Inc. The request will be submitted to the Council along with the addendum. Thank you. very much for your assistance. in this matter. ,Very truly yours, ~ ~ ' David B. Brearley _ - Cty_Attorney DBB:RJM:nc Enclosures cc: Bruce V. Malkenhorst, City Administrator S. Kevin Wilson, Director of Community Services & Water rm\bxusa-fd.mn2 CITY COUNCIL DAVID B. BREARLEY LEONIS C. MALBURG City Attorney PAX: (818) 330-5818 Mayor THOMAS A. YBARRA KEVIN WILSON Mayor Pro-Tern Director of Community Services & Water FAX: (213) 588-2761 Wm. "BILL" DAVIS Councilman KENNETH J. DeDARIO Director o£ Light & Power H. "LARRY" GONZALES FAX: (213) 583-1983 Councilman DAVE TELFORD W. MICHAEL McCORMICK Fire Chief Councilman FAX: (213) 581-1385 BRUCE V. MALKENHORST CITY HALL LOUIS RosENKRANTZ City Administrator/City Clerk 4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058 Police Chief FAX: (213) 581-7924 TELEPHONE (213) 583-8811 FAX: (213) 581-1178 September 23, 1997 City Council City of Vernon Honorable Members: Attached herewith is the Addendum to the Agreement Between the City of Vernon and Box USA. Group, Inc., approved by the City Council on July 1, 1997. The purpose of the Addendum is to amend Section 3 of the Agreement, to correct a clerical error and better express the parties' intent. This has been reviewed by the City Attorney and it is recommended that it be approved by the City Council. Very truly yo/ur~s, G~ ~f~. Bruce V. Malkenhorst City Clerk BVM/mm enclosures - CITY COUNCIL DAVID B. BREARLEY LEONIS C. MALBURG City Attorney FAX: (818) 330-5818 Mayor p THOMAS A. YBARRA WILSON Mayor Pro-Tem I Director of Community Services & Water 1 FAX: (213) 588-2761 Wm. "BILL" DAVIS I\N/J, Councilman KENNETH J. DeDARIO Ihrector of Light & Power H. "LARRY" GONZALES FAX: (213) 583-1983 Councilman i` ~ ,i " ~ W. MICHAEL McCORMICK ~ ~ !~I' Iii DAVE TELFORD Fire Chief Councilman v FAX.: (213) 581-1385 BRUCE V. MALKENHORST ~ ~ CITY HALL LOUIS ROSENKRANTZ City Administrator/City Clerk 05 SANTA FE AVENUE, VERNON, CALIFORNIA 90058 Police Chief FAX: (213) 581-7924 TELEPHONE (213) 583-8811 FAX: (213) 581-1178 September 17, 1997 Harvey L. Friedman, Esq. Box USA Group, Inc. 115 Stevens Avenue Valhalla, New York 10595-1252 Re: Traffic Signal Construction and Maintenance Agreement Dear Mr. Friedman: Enclosed for signature are duplicate originals of the addendum to the above agreement, with the changes you requested. Please return both signed originals directly to the City in the envelope provided for your convenience. The City will return a conformed original to you once the addendum has been approved by the City Council. By copy of this letter, we are advising the City of your request that it approve the assignment to Box USA Group, Inc. The request. will be submitted to the Council along with the addendum. Thank you very much for your assistance in this matter. Very truly yours, David B. Brearley _ - - City-_A_ttorney_ DBB:RJM:nc Enclosures cc: Bruce V. Malkenhorst, City Administrator (w/o encls.~ S . Kevin Wilson, Director of Community Services & Water (w/o encls. ) rm\bxusa-fd.mn2 MEMORANDUM ~ TO: Jim Persons, Traffic (Signal Lights) FROM: Davi Brearley, City Attorney by R J. Morillo, Attorney DATE:. Augus 20, 1997 SUBJECT: Addendum to Agreement with Box USA Group, Inc. In followup to our telephone conversation of today, enclosed is the original Addendum (in duplicate) to the Agreement between the City of Vernon and Box USA Group, Inc., approved by the City Council on July 1, 1997. As I mentioned, the purpose of the Addendum is to amend Section 3 of the Agreement, to correct a clerical error and better express the parties' intent. As written, the indemnity clause requires the contractor to indemnify and defend the City only when the contractor is totally free of fault, and the City is totally at fault. What I believe the parties intended is that the contractor should defend and indemnify the City when the contractor is at fault, and the City is not at fault, or at least only partly at fault. I understand you have already presented a copy of the Addendum to Mr. Otto Atkinson at Box USA's Vernon facility for review. Assuming .the company authorizes him to sign it, please have Mr. Atkinson execute the duplicate original documents and return both to me by August 28, 1997. I will then forward the duplicate original Xddendum ~n~ a r~a~ca cation to the City Administrator's-office so the matter can be placed on the September 2, 1.997, City Council agenda for approval. If you or Mr. Atkinson have any questions, please feel free to contact me. cc: Glar3.a OrosC cv\1p-bxusa.897 r ~,Zv ~1 ~ ; ~ l ; : ~C. Information to be entered when assigning new ~ ' .~~i; a reement# to s stem. ; ~ fV~ g Y CATEGORY (circle one only) : L & P, GAS, GENERAL, LICENSE AGREEMENTS OR REDEVELOPMENT AGENCY # 1. Approval date: # 1 a. Agreement # #2. Title of Agreement: #3. Effective Date: (if different from approval date) #4. Expiration Date: (if applicable) #5. Expiration Date: NONE) ~'"1 ~ ~ ~ , nn , ~ ~ , ~ ~ ~ :Ag tData ~ Y \ ~ ~ ~ ~ c , ~ ~ r c~ p/" i