Resolution No. 7854j
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
WE
RESOLUTION NO. 7854
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
MAINTENANCE AGREEMENT BY AND BETWEEN THE CITY OF
VERNON AND VCI TELCOM, INC.
WHEREAS, on August 8, 2000, the City Council of the City of
Vernon adopted Resolution No. 7595, as amended by Resolution No. 7654
on November 7, 2000, approving Contract No. F02000 with VCI Telcom,
Inca ("VCI Telcom") for the construction of a Utilities Communication
System, Phases II through IV, to enable the City to operate a fiber
-
optic network system (the "System") in the City; and
WHEREAS, due to the high demand expected to be placed on the
City's System, City staff have determined there is a need for a vendor
to perform routine maintenance and emergency restoration services in
order to avoid interruptions in the System's operation; and
WHEREAS, as a result of VCI Telcom's past services to the
City, it should be able to provide the maintenance and emergency
restoration services now required by the City in the most efficient
land effective manner; and
WHEREAS, by letter dated November 1, 2001, Bruce V.
Malkenhorst, City Administrator/City Clerk, has recommended that the
services of VCI Telcom be retained to provide routine maintenance and
emergency restoration services on the System at an annual cost not to
exceed Seventy -Five Thousand Dollars and No Cents ($75,000.00); and
WHEREAS, the City Council of the City of Vernon has
determined that, pursuant to the provisions of Subsection (a) of
Section 2.27 of the Vernon City Code, it is in the public interest and
Inecessity to enter into an agreement with VCI Telcom to perform
j
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
routine maintenance and emergency restoration services on the System.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
land correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Maintenance Agreement with VCI Telcom, a copy of which is
attached hereto as Exhibit "A" and made a part hereof.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor and the City Clerk to execute said Agreement for,
and on behalf of, the City of Vernon.
SECTION 4: The City Council of the City of Vernon hereby
directs the City Clerk, or his designee, to send one fully executed
Agreement to:
VCI Telcom, Inc.
Attn. Brett Johnson, Vice President, Upland Branch
1921 West llth Street
Upland, CA 91786
SECTION 5: The City Clerk of the City of Vernon shall
certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 7th day of November, 2001.
ATTEST:
BRUCE V. MALKENHORST, City Clerk
LEONIS C. MAL URG, Ma or
- 2 -
i
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do
hereby certify that the foregoing Resolution, being Resolution No.
7854, was duly adopted by the City Council of the City of Vernon at a
regular meeting of the City Council duly held on Wednesday, November 7,
2001, and thereafter was duly signed by the Mayor of the City of
Vernon.
BRUCE V. MALKENHORST, City Clerk
- 3 -
EXHIBIT
VA&
1 11
2
3
4
5
6
7
8
9
10
14
15
16
17
18
19
20
21
22
23
24
25
26
27
2E
MAINTENANCE AGREEMENT
THIS AGREEMENT is made, entered into and executed in
duplicate originals, either copy of which may be considered and used
as the original hereof for all purposes, as of this day of
November, 2001, in the City of Vernon, County of Los Angeles,
California
BY AND BETWEEN THE CITY OF VERNON
(hereinafter referred to as
the "City")
4305 Santa Fe Avenue
Vernon, CA 90058
AND -VCI TELCOM, INC., a subsidiary
of Quanta Services, Inc.
(hereinafter referred to as
"VCI Telcom")
1921 West 11th Street
Upland, CA 91786
RECITALS
WHEREAS, the City operates a fiber optic network system (the
"System") in the City; and
WHEREAS, due to the high demand to be placed on the City's
System, the,City's Community Services & Water Department requires the
services of a vendor to perform maintenance and emergency services in
order to avoid interruptions in the System's operation; and
WHEREAS, VCI Telcom represents that it is qualified to
perform such telecommunication services and has proposed to render
such maintenance and emergency restoration services to the City at the
rates herein stated; and
WHEREAS, the City desires to engage the services of VCI
1
2
3
6
7
8
9
10
11
12
13
141
15
16
17
18
19
20
21
22
23
24
2E
2E
2'
21
Telcom for maintenance and emergency restoration services relating to
the City's System at the rates proposed by VCI Telcom.
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET
FORTH HEREIN
1, SCOPE OF SERVICES.
VCI Telcom shall perform the maintenance and emergency
restoration services for the City on an as -needed basis. Such
services shall include, but are not limited to, the relocation of
fiber optics from one structure to another and the reestablishment of
operation of downed poles. VCI Telcom is willing to perform its
services on a 24 hour basis, seven days a week. Attached as Exhibit
"A" is.VCI Telecom's Emergency Call Out list. VCI Telcom will also
respond to service calls from the City within 48 hours.
2. TIME OF PERFORMANCE.
VCI Telcom's offer of services, at the rates proposed
herein, shall commence on upon the full execution of this Agreement
and shall continue for one year from the date of execution, unless the
Agreement is otherwise terminated.
3. COMPENSATION.
A. Services. The City will compensate VCI Telcom
for actual effort expended on a time and materials basis in accordance
with the labor rates set forth as Exhibit ,B" and the equipment rates
in the rate schedule attached as Exhibit "C", both of which are
incorporated herein by reference. If the City and VCI Telcom schedule
VCI Telcom's services ahead of time, the straight time and overtime
hourly rates in Exhibit "B" will be used, as applicable, to calculate
VCI Telcom's compensation. Straight time will be used for up to eight
1
2
3
4
5
6
7
8
9
10
11
12
13
141
15
16
17
18
19
20
21
22
23
24
2c
2(
2'
2�
Overtime rates will be used for time over
hours per worker per day.
eight hours per worker per day. Compensation for fractions of an hour
will be on a pro rata basis. If VCI Telcom's services are
unscheduled, then the unscheduled services will be billed according to
the premium hourly rate reflected in Exhibit "B". The total annual
amount to be paid to VCI Telcom under this Agreement shall not exceed
an annual total of Seventy -Five Thousand Dollars and No Cents
($75,000.00).
B. Expenses. Expenses, other than for equipment
used on a specific job, may be billed, but only if given advance
written approval by the City Administrator.
4. METHOD OF PAYMENT.
VCI Telcom shall submit within thirty (30) days after the
last day of any month in which services have been performed or costs
incurred hereunder an invoice to the City. Invoices shall contain an
itemization of services rendered, the names, labor classifications,
the hours worked for each workers on a specific job, the equipment
used and the number of hours the equipment was used, other directly
related job expenses and subcontract charges incurred by VCI Telcom
and for which compensation is due. VCI Telcom shall be responsible
for paying any subcontractors used in the performance of this
Agreement. Subcontractors shall not bill the City directly.
Payment of the invoice shall be made after acceptance and
approval by the City within thirty (30) days of receipt. The City's
approval of the invoice shall not be unreasonably withheld.
5. CHANGES AND EXTRA SERVICES.
i The City reserves the right to request changes in the
3 services to be performed by VCI Telcom. All such changes shall be
- 3 -
1 incorporated in written change orders executed by the City and VCI
2 Telcom which shall specify the changes ordered and the adjustment of
3 compensation and completion time required thereof.
4 Any services added to the scope of this Agreement by a change
5 order shall be executed under all applicable conditions of this
6 Agreement. No claim for additional compensation or extension of time
7 shall be recognized unless contained in a duly executed change order.
8 6. TERMINATION. This Agreement may be terminated by the
9 City without cause on ten (10) days written notice to VCI Telcom. In
10 the event of such termination by the City, VCI Telcom shall be
11 entitled to only the compensation earned by it prior to the date of
12 the termination notice, plus compensation for necessary work performed
13 during the ten (10) day notice period and authorized in the
14 termination notice.
15 7. NOTICES. Notices to the parties, unless otherwise
16 requested in writing, shall be sent to:
17 City: THE CITY OF VERNON
ATTN: BRUCE V. MALKENHORST
18 CITY ADMINISTRATOR
4305 SANTA FE AVENUE
19 VERNON, CA 90058-0805
20 VCI Telcom: VCI TELCOM, INC.
ATTN: BRETT JOHNSON, VICE PRESIDENT UPLAND BRANCH
21 1921 WEST 111H STREET
22 UPLAND, CA 91786
23 8. CONFIDENTIAL INFORMATION.
24 A. Access to Confidential Information. The City may
25 provide VCI Telcom with, or allow VCI Telcom access to, certain
26 information not available to the public concerning the City, or
27 businesses located in the City. The information may include company
28 information, taxes, sales, value of assets, or other such information.
- 4 -
1 All such information shall be known as "Confidential Information."
2 B. No Disclosure. Except as expressly permitted,
3 VCI Telcom shall not disclose, permit the disclosure of, release,
4 disseminate, or transfer, whether orally or by any other means, any
5 part of such Confidential Information to any other person or entity,
6 whether corporate, governmental, or individual, without the express
7 prior written consent of an authorized representative of the City.
8 VCI Telcom shall return any written Confidential Information and all
9 copies made of such items to the City upon the City's written request,
to but in any event not later than the date that VCI Telcom has performed
11 all services to be performed pursuant to this Agreement..VCI Telcom
12 hereby agrees that such Confidential Information and any documents
13 provided may be used by VCI Telcom only as authorized by the City.
141 VCI Telcom shall take reasonable measures to avoid any disclosure of
15 any such Confidential Information to any unauthorized person.
16 C. Court ordered Disclosure. VCI Telcom shall
17 immediately notify the City of any court order or subpoena requiring
18 disclosure of Confidential Information, and shall cooperate with legal
19 counsel in the appeal or challenge of any such order or subpoena.
20 Recipientmay only disclose Confidential Information required to be
21 disclosed pursuant to court order or subpoena after legal counsel has
22 exhausted any lawful and timely appeal or challenge.
23 D. Remedies. In addition to any other remedies that
24 it may have at law or in equity, the City shall be entitled to a
25 temporary and permanent injunction by a court of competent
261 jurisdiction against any breach or threatened breach of the
271 Confidential Information provisions of this Agreement. VCI Telcom
28 acknowledges that in case of such breach or threatened breach of said
5 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
2E-
2E
2'
21
provisions, the City would have no adequate remedy at law.
9. GENERAL PROVISIONS.
A. Independent Contractor. At all times during the
term of this Agreement, VCI Telcom shall be an independent contractor
and shall not be an employee of the City. The City shall have the
right to control VCI Telcom only insofar as the results of VCI
Telcom's services rendered pursuant to this Agreement; however, the
City shall not have the right to control the means by which VCI Telcom
accomplishes services rendered pursuant to the Agreement except to the
extent that such services involve the use of City property or
Confidential Information.
B. VCI Telcom Not Agent. Except as the City may
specify in writing, VCI Telcom shall have no authority, express or
implied, to act on behalf of the City in any capacity whatsoever as an
agent. VCI Telcom shall have no authority, expressed or implied,
pursuant to this Agreement to bind the City to any obligation
whatsoever.
C. Indemnification. VCI Telcom shall indemnify,
defend, protect and hold the City and its officers, agents and
employees, free and harmless from and against any and all claims,
demands, losses, damages, liabilities, fines, charges, penalties,
orders, judgments and all costs and expenses incurred in connection
therewith, including reasonable attorney°s fees and costs of defense
arising out of the negligent services performed under this Agreement,
except to the extent arising from or caused by the negligence or
willful misconduct of the City, its officers, agents or employees.
D. Insurance. Prior to commencing work hereunder,
VCI Telcom shall provide the City with proof of insurance providing
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15!
16
17
18
19
20
21
22
23
24
25
2E
2,
28
and maintaining the coverages and endorsements set forth in the
Insurance Schedule attached hereto as Exhibit "D" and made a part
hereof by reference. Said proof of insurance shall also provide that
said policy or policies shall not be canceled or materially reduced in
coverage without giving at least thirty (30) days prior written notice
to the City. VCI Telcom shall not permit a subcontractor or vendor to
perform work on City premises unless and until a certificate of
insurance is obtained showing that such subcontractor or vendor has
worker's compensation coverage.
If VCI Telcom employs subcontractors as part of the
services rendered, VCI Telcom's protective coverage is required. VCI
Telcom may include all subcontractors as insureds under its own policy
or shall furnish separate insurance for each subcontractor, meeting
the requirements set forth herein.
E. Governing Law. The validity, interpretation and
performance of this Agreement shall be controlled and construed under
the laws of the State of California.
F. Assignment and Subcontracting Prohibited.. No
party to this Agreement may assign or subcontract any right or
obligation pursuant to this Agreement except with the express written
consent of the other party. Any other attempted or purported
assignment of any right or obligation pursuant to this Agreement shall
be void and of no.effect.
G. Amendments. This Agreement may be modified or.
amended only by a written document executed by both VCI Telcom and the
city and approved as to form by the City Attorney.
H. Entire Agreement. This Agreement is the entire
agreement of the parties. VCI Telcom represents that in entering into
- 7 -
1
2
3
4
5
6
7
8
9
10 1112
13
141
15
16
17
18
19
20
21
22
23
24
2F
2E
2'
21
this Agreement, it has not relied on any previous representations or
understandings of any kind or nature.
i. Benefit of Agreement. This Agreement shall bind
and benefit the parties hereto and their heirs, successors, and
permitted assigns.
j. Forum Selection. Any action brought relating to
this Agreement shall be brought and held exclusively in a State Court
in the County of Los Angeles, California.
K. Recitals. All recitals are incorporated by
reference.
L. Waiver. Any waiver at any time by either party
of its rights with respect to a default under this Agreement, or with
respect to any other matters arising in connection with this
Agreement, shall not be deemed a waiver with respect to subsequent
default or other matter.
M. Force Majeure. Neither Party shall be considered
in to be in default in any of its obligations under this Contract when
a failure of performance shall be due to an uncontrollable force. The
term "uncontrollable force" shall mean any cause beyond the control of
the party affected, including, but not restricted to, flood,
earthquake, storm, fire, lightening, epidemic, war, riot, civil
disturbance or disobedience, labor dispute, labor material shortage,
sabotage, federal, state, or municipal action, statute, ordinance, or
regulation, embargoes of the United States Government or any other
government, which by exercise of due diligence such party could not
reasonably have been expected to avoid and by exercise of due
diligence has been unable to overcome. Either party rendered unable
to fulfill any of its obligations under this Agreement by reason of an
- 8 -
1
2
3
4
5
6
.1I
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
2E
uncontrollable force, shall give written notice within five (5)
Business Days of such fact to the other party and shall exercise due
diligence to remove such inability with all reasonable dispatch.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by and through their authorized officers on the date,
month and year first written above.
ATTEST:
BRUCE V. MALKENHORST, City Clerk
APPROVED AS TO FORM:
EDUARDO OLIVO, City Attorney
CITY OF VERNON
By:
LEONIS C. MALBURG, Mayor
VCI TELCOM, INC
By:
Title
By:
Title: Corporate Secretary
- 9
EXHIBIT
EXHIBIT A
fir diti, .
EMERGENCY CALL OUT LIST
VCI Telcom Inc, is Available 24 hours a day, 7 days a week
Line and Splicing Division
Regional Manager
Walter Ramirez
Home 909476-7182
Mobile 619-843-5614
Pager 909-439-0986
Regional Manger
Jim Ponilla
Home 909-592-0416
Mobile 714412-8230
Pager 909439-0742
Substructure Division
(kneral Superintendent
Joe Narvaez III
Homo
949-219.9941
Mobile
562-577-5008
Pager
562-663-7995
Chief Estimator
Jim Mears
Home
805-583-2459
Mobile
562-843-9601
Pager
909-249-1521
EXHIBIT A
EXHIBIT
to]
EXHIBIT B
�: , • .ice"
.VC i T,lcom- Inc*
LABOR RATES
LABOR
STRAIGHT
OVER
TIME
Cl.ASSIFIGA'f I4N
'TIME
SUpERINTENGENT
$56.00
$80°00
46 5.00
$66.00
FOREMAN
opERATOR
$62.50
$74.00
$34-00
$49.00
LABORER
TRUCK DRWER
$34.00
i49.00
LINEMAN
FlBER SPLICER
;6710
t100.80
CoN8U071NG
$420.00
$120.00
1221 W:11th Stroet, UPtand, CA 01786
(909) 0464905 - Fax (909) 946.0924
Caittornit State Ucense 765716
PREMIUM
TIME
$106.40
$$5.60
$98.50
$62.80
t77.00
$63.26
$126.40
W0.00
EXHIBIT B
EXHIBIT
C
EXHIBIT C
'VGr'ralcom, lnc.
EQu1PMENT
PICK UP
1 TON TRUCK
1 U2 TO 2 TON TRUCK
FLATSZD DUMP TRUCK
TRACTOR BACKHOe
CASE 880 TRENCHER
BORE EQUIPMENT
ROCK SAW
OENMCOMPRP"O R
AERIAL. LIFT
REEL LOADER
D100LR DERRICK
FIBER PULLER
CABLE DOLLY
POWER DOLLY.
POLE DOLLY
ARROWBOARD
EQUIPMVXT TRAILER
GAS TAMPER
LOWBOY TRAILER
MANHOLE PACKAGE
sump PUMP
TANK TRUCK
VACUUM TRUCK
CABLE BLOWING EQ.
TRUCK WITH WINCH
F113ER TECH VEHICLE
(FULLY EQUIPPED)
EQUIPMENT RATES
PER
PER
DAY
PER
WEEK
PER
MONTH
STANDBY
HOUR
$12A0
$120-00
$W.00
$2,400.00
$2,900.00
100%
100%
$140
$145.00
$15S.00
$726.00
$T75.00
$3,100.00
'100%
;16.60
$11.00
$170.00
se50.00
$3,400.00
s7,80040
1009E
100%�8�00
i390A0
$470.o0
i1,860A0
$2,360A0
t9,400A0
100%$47A0
=17300
;1,730.00
$8,600.00
$34,600.00
�%
1100%
$47.50
$r476.00
$80.00
$2,3Tb
$400-00
s1'm.00
100%
"A0
MAO
$120A0
�800A0
$2+A000
$5,6OO
100%
$n.00
$280.00
$280�
$1,400.00
$1,4O0.00
$6,600.00
'100%
$2$.00
$26.00
80 0
$20
$1�.00
$6,600.00
1009E
100%
$9 00
W.00
$460.00
$460.00
$JsW o0
;1,800A0
1009E
$9.00
$14.00
$".00
;140.00
$700AG
$2,500.00
100%
10%
"AQ
$99.00
$460A0
=
$1,800.00
00
100%
$10.00
;100.00
W.00
$w•oo
>j1,200A0
100%
$6.00
$14.00
$70.00
$360.00
;1,250.00
$1,400.00
$6,00000
100%
100%
=26A0
24.0
$250.00
S70A0
s360.00
$1,400A0
100%
100%$2.00
$9000
$45000
;1.100.00
i1+8�'�
$4,400.00
100%=22.00
$220.00
$26000
s1,260.00
i6.000.00
100%$26A0
100%$16.00
s1s0 00
$800.00
smm-00
$3,200A0
$1.600.00
1009E
$28.00
$28000
Who
$280.00
$1ANA0 ;6,600.00
100%
1921 W.11th St *ft, Upland, CA 91786
? g4gAto - Fax (M) W-0924
Co1Momia two ukeew im"
EXHIBIT C
EXHIBIT
II
EXHIBIT D
1
INSURANCE SCHEDULE (VCI TELCOM)
2
3 VCI Telcom shall provide proof of insurance, including a standard certificate of insurance, in at least the
following amounts and coverage (combined single limit permitted):
4
I Coverage and Limits
5 Bodily Injury Property Damage
6 Hazards Each Person Each Accident Each Accident
7 Automobile Liability
Owned Automobiles $ 500,000 $1,000,000 $ 500,000
8 Hired Automobiles $ 500,000 $1,000,000 $ 500,000
9 Non Owned Automobiles $ 500 000 Ti 000 wu) $ 500.000
Workers' Compensation $ Statutory
10 Employers' Liability $1,000,000 per employer
11 Il. General and Professional Liability
12 General Liability $1,000,000 $2,000,000 $1,000,000
13 Premises Operations $1,000,000 $2,000,000 $1,000,000
Elevators (if applicable) $1,000,000 $2,000,000 $1,000,000
14 Independent Contractors $1,000,000 $2,000,000 $1,000,000
15 Products - Completed Operations $1,000,000 $2,000,000 $1,000,000
Contract Liability $1 000 000 $2 000 000 $1,000,000
16 Professional Liability $2 000 000 $2 000 000 $2,000.000
17 a. The general liability policy shall contain the following special endorsements which shall be noted on
18 or attached to the standard certificate of insurance:
19 1. An endorsement naming the.City of Vernon, its officers, and employees as additional insureds
under the policy.
20 2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or material
reduction of coverage.
21 3. An endorsement providing coverage for all operations under this Agreement.
22 4. Such other endorsement as may be required by addendum hereto.
23 b. In addition to the standard certificate of insurance, proof of general and professional liability coverage
shall be furnished in the form checked below. Only certification of the following vroofs will be
24 accepted:
25
X For each policy, a notarized letter from the underwriter or carrier certifying that the coverage and
26 statements in the standard certificate of insurance (attached thereto) are true and correct and that
the signator is an officer authorized to so certify.
27 A copy of each policy certified by an officer of the underwriter or carrier and notarized.
28
EXHIBIT D