Resolution No. 80231
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A T
, a
RESOLUTION NO. 8023
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
AN EQUIPMENT AND SERVICES AGREEMENT BY AND BETWEEN
THE CITY OF VERNON AND SIGNAL MAINTENANCE INC.
REGARDING TRAFFIC SIGNAL LAMP CONVERSION
WHEREAS, Vernon's Community Services & Water Department has
identified a means by which the City can conserve energy and reduce its
energy costs through the retrofitting of existing incandescent traffic
signal lamps with energy efficient Light Emitting Diodes ("LEDs"); and
WHEREAS, Vernon's Community Services & Water Department
desires to perform the Citywide retrofitting of traffic signals in
several phases, with the first phase being the retrofitting of signal
lamps along Santa Fe Avenue; and
WHEREAS, staff has determined that it needs the services of
a vendor to perform Phase 1 of the traffic signal retrofitting and to
provide the necessary warranty on parts and labor; and
WHEREAS, Signal Maintenance Inca ("SMI") has been performing
traffic signal maintenance services for the City under Contract No.
443 since 1981; and
WHEREAS, SMI, working together with Competitive Resources,
Inc., an energy service company, and Dialight, a manufacturer of LEDs,
offers a turnkey LED Traffic Signal Retrofit Program; and
WHEREAS, Vernon's Community Services & Water Department has
determined that since SMI has specialized knowledge and experience
with the City's traffic signal operations and maintenance, it is the
(most qualified vendor that meets the Department's requirements; and
WHEREAS, by letter dated June 10, 2002, Bruce V.
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Malkenhorst, City Administrator/City Clerk, recommended that an
agreement with SMI be executed; and
WHEREAS, the City Council of the City of Vernon has
determined that, pursuant to the provisions of subsection (a) of
Section 2.27 of the Vernon City Code, it is in the public interest and
necessity to enter into an Equipment Purchase and Services Contract
with SMI to implement Phase 1 of the traffic signal retrofitting to
enhance services provided to the Vernon community.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Equipment Purchase and Services Contract with Signal
Maintenance Inc., 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:
Signal Maintenance Inc.
Attn. James R. Thompson
2283 Via Burton Street
Anaheim, CA 92806
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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 24th day of July, 2002.
ATTEST:
BRUCE V. MALKENHORST, City Clerk
EONIS C. MALBU G, Mayo
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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.
8023, was duly adopted by the City Council of the City of Vernon at an
adjourned regular meeting of the City Council duly held on Wednesday,
July 24, 2002, and thereafter was duly signed by the Mayor of the City
of Vernon.
(SEAL)
BRUCE V. MALKENHORST, City Clerk
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EXHIBIT
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EQUIPMENT PURCHASE AND SERVICES CONTRACT
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 p July
pur oses, as of this day of a�f�e-,
2002, in the City of Vernon, County of Los Angeles,
BY AND BETWEEN The City Of Vernon (hereinafter
referred to as the "City")
4305 Santa Fe Avenue
Vernon, California 90058
AND
RECITALS
Signal Maintenance Inc., a
Delaware Corporation
(hereinafter referred to as
,1 SMI" )
2283 Via Burton St.
Anaheim, California 92806
WHEREAS, the City,s Community Services & Water Department has
identified a means by which the City can conserve energy and reduce its
energy costs through the retrofitting of existing incandescent traffic
signal lamps with energy efficient Light Emitting Diodes ("LEDs"); and
WHEREAS, staff has determined that it is desirable to perform
the Citywide retrofitting of traffic signals in several phases, with
the first phase being the retrofitting of signal lamps along Santa Fe
Avenue; and
WHEREAS, staff has determined that it needs the services of a
vendor to provide the material and labor to perform the retrofitting
services in Phase 1 and provide the necessary warranty on parts and
labor; and
WHEREAS, SMI has been performing traffic signal maintenance
services for the City under Contract No. 443 since 1981; and
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WHEREAS, SMI has advised the City that it can provide the
materials and labor to perform the retrofitting services required by
the City in Phase 1 because SMI, Competitive Resources, Inc. (a
national Energy Service Company) and Dialight (one of the largest
manufacturers of LEDs) work together to offer a turnkey LED Traffic
Signal Retrofit Program; and
WHEREAS, SMI represents that it is qualified and capable of
providing the type of equipment and services the City requires and is
willing to do so on the terms and conditions set forth below; and
WHEREAS, the City desires to enter into an agreement with
SMI to provide for the materials and labor necessary to implement
Phase l of the LED Traffic Signal Retrofit Program.
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET
FORTH HEREIN:
1. Scope of Services.
SMI shall perform its services under the general
supervision of the Director of Community Services & Water and/or the
City Administrator. SMI's scope of services shall be assigned by the
Director of Community Services & Water and include, but not be
limited to: (1) tasks identified in the Vernon 2002 L.E.D. Survey
attached hereto as Exhibit "A" and made a part hereof by this
reference; and (2) turnkey project materials and installation
management.
All services provided under this Agreement shall be
provided by the principal and competent staff members, if any, under
the supervision of the principal. All such services will be
Derformed and rendered diligently.
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2. Progress Reports.
SMI shall meet with City staff, upon City's request, or as
needed, in order to provide reports or information concerning the
services being performed under this Agreement
3. Time of Performance.
SMI's services shall commence upon the full execution of
the Agreement and shall end when SMI has completed the work on the
items in Exhibit "A," which is scheduled to be November 15, 2002,
unless terminated or extended.
4. Compensation.
The City will pay SMI on a time and material basis
according to the fees set forth in Exhibit "A." The total amount to
be paid to SMI under this Agreement shall not exceed Thirty -Five
Thousand Eight Hundred Eighty -Nine Dollars and No Cents ($35,889.00).
5. Method of Payment.
SMI 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 for payment. Invoices shall
contain an itemization of services rendered. Payment of the invoice
shall be made after acceptance and approval by the City within thirty
(30) days of receipt. SMI shall be responsible for paying any
subcontractor used in the performance of this Agreement.
Subcontractors shall not bill the City directly. The City's approval
of the invoice shall not be unreasonably withheld.
6. Changes and Extra Services.
The City reserves the right to request changes in the
services to be performed by SMI. All such changes shall be
incorporated in written change orders executed by the City and SMI
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that shall specify the changes ordered and the parties shall mutually
negotiate an adjustment of compensation, if required.
Any services added to the scope of this Agreement by a
change order shall be executed under all applicable conditions of
this Agreement. No claim for additional compensation for services or
extension of time shall be recognized unless contained in a duly
executed change order.
7. Warranties.
SMI warrants that it will provide the City with top quality
CalTrans approved material and that the equipment it is providing
will comply with all standards and requirements for the use of
traffic signals (including, but not limited to, illumination and
timing). SMI also warrants that its system installers are properly
licensed and qualified. SMI.shall provide a five (5) year labor and
material warranty. The warranty shall begin to run from the date
that all of the Phase I work has been completed by SMI. SMI warrants
title to the equipment purchased hereunder and any part thereof to be
free of any claim of any security interest, lien or any encumbrance.
All warranty documentation shall be given to the Engineer prior to
installation. SMI also warrants that the equipment will be delivered
new and shall be free from defects in material and workmanship and
shall operate within CalTrans' tolerances for the warranty period of
five (5) years from operation. All manufacturers' warranties, any
warranties typically provided by SMI, and any other warranties made
applicable by law shall apply to the parts and labor provided by SMI.
8. Confidential Information.
A. Access to Confidential Information. The City may
provide SMI with, or allow SMI access to, certain information not
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available to the public concerning, but not limited to the City, or
businesses located in the City. The information may include, but is
not limited to, company information, taxes, sales, value of assets,
utility usage, the Policy, or other such information. All such
information shall be known as "Confidential Information" and may not
be used to circumvent the responsibility of either party to. this
lAgreement.
B. No Disclosure. Except as expressly permitted,
SMI shall not disclose, permit the disclosure of, release,
disseminate, or transfer, whether orally or by any other means, any
part of such Confidential Information to any other person or entity,
whether corporate, governmental, or individual, without the express
prior written consent of an authorized representative of the City.
SMI shall return any written Confidential Information, and all copies
made of such items, to the City upon the City's written request, but
in any event not later than the date that SMI has performed all
services to be performed pursuant to this Agreement. SMI hereby
agrees that such Confidential Information and any documents provided
may be used by SMI only as authorized by the City. SMI shall take
reasonable measures to avoid any disclosure of any such Confidential
Information to any unauthorized person.
C. Court Ordered Disclosure. SMI shall immediately
notify the City of any court order or subpoena requiring disclosure
of Confidential Information, and shall cooperate with legal counsel
in the appeal or challenge of any such order or subpoena. Recipient
may only disclose Confidential Information required to be disclosed
pursuant to court order or subpoena after legal counsel has exhausted
any lawful and timely appeal or challenge.
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1 D. Remedies. In addition to any other remedies that
2 it may have at law or in equity, the City shall be entitled to a
3 temporary and permanent injunction by a court of competent
4 jurisdiction against any breach or threatened breach of the
5 Confidential Information provisions of this Agreement. SMI
6 acknowledges that in case of such breach or threatened breach of said
7 provisions, the City would have no adequate remedy at law.
8 9. General Provisions.
9 A. Independent Contractor. At all times during the
10 term of this Agreement, SMI shall be an independent contractor and
11 shall not be an employee of the City. The City shall have the right
12 to control SMI only insofar as the results of SMI's services rendered
13 pursuant to this Agreement; however, the City shall not have the
14 right to control the means by which SMI accomplishes services
15 rendered pursuant to the Agreement except to the extent that such
16 services involve the use of City property or Confidential
17 Information.
18 B. SMI Not Agent. Except as the City may specify in
19 writing, SMI shall have no authority, express or implied, to act on
20 behalf of the City in any capacity whatsoever as an agent. SMI shall
21 have no authority, expressed or implied, pursuant to this Agreement
22 to bind the City to any obligation whatsoever.
23 C. Assignment Prohibited. No party to this
24 Agreement may assign any right or obligation pursuant to this
25 Agreement except as provided for in the Proposal or with the express
26 written consent of the other party. Any other attempted or purported
27 assignment of any right or obligation pursuant to this Agreement
28 shall be void and of no effect.
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D. Termination. This Agreement may be terminated by
City without cause on fifteen (15) days written notice to Consultant.
In the event of such termination, Consultant shall be entitled to
only the compensation earned by it prior to the date of the
termination notice, computed pro rata up to and including that date,
Plus compensation for work performed during the fifteen (15) day
notice period and authorized in the termination notice.
E. Governing Law. The laws of the State of
California shall govern the rights, obligations, duties and liability
of the parties to this Agreement and shall also govern the
(interpretation of this Agreement.
F. Indemnification. SMI 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 services performed under this Agreement, except to
the extent arising from or caused by the sole negligence or willful
misconduct of the City, its officers, agents or employees.
G. Insurance. SMI agrees to provide insurance in
the amounts and forms specified in Exhibit "B," which is attached
hereto and made a part hereof by reference. Comparable coverage
shall be provided for each subcontractor used in the performance of
this Agreement. SMI shall submit to the City documentation
indicating compliance with these minimum requirements no less than
one (1) day prior to the beginning of performance under this
Agreement. SMI shall not commence performance of its services under
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I this Agreement until the above insurance has been obtained and proof
2 of insurance has been filed with and approved by the City.
3 H. Notices. Notices to the parties, unless
4 otherwise requested in writing, shall be sent to:
5
6 City: THE CITY OF VERNON
7 ATTN: BRUCE V. MALKENHORST
CITY ADMINISTRATOR
8 4305 SANTA FE AVENUE
VERNON, CA 90058-0805
9
SMI: SIGNAL MAINTENANCE, INC.
10 ATTN: JAMES R. THOMPSON
2283 VIA BURTON ST.
11 ANAHEIM, CA 92806
12
13 10. Entire Agreement.
14 This Agreement is the entire agreement of the parties, SMI
15 represents that in entering into this Agreement, it has not relied on
16 any previous representations or understandings of any kind or nature.
17 11. Benefit of Agreement.
18 This Agreement shall bind and benefit the parties hereto and
19 their heirs, successors, and permitted assigns.
20 12. Forum Selection.
21 Any action brought relating to this Agreement shall be
22 brought and held exclusively in a State Court in the County of Los
23 Angeles, California.
24 13. Amendments.
25 Except as may otherwise be specifically provided herein,
26 this Agreement may be modified or amended only by a written document
27 executed by both Consultant and the City and approved as to form by
28 the City Attorney.
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ME
14. 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.
15. Attorneys Fees.
In the event that it becomes necessary for either party to
this Agreement to enforce any of the provisions of this Agreement,
the parties agree that a court of competent jurisdiction may
determine and fix reasonable attorney's fees to be paid to the
successful litigant.
16. 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 narty ranrinrarl iinnhl-
to fulfill any of its obligations under this Agreement by reason of
an uncontrollable force, shall give written notice within five (5)
Business Days of such fact to the other party and shall exercise due
diligence to remove such inability with all reasonable dispatch.
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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:
IBRUCE V. MALKENHORST, City Clerk
JAPPROVED AS TO FORM:
IEDUARDO OLIVO, City Attorney
CITY OF VERNON
By:
LEONIS C. MALBURG, Mayor
SIGNAL MAINTENANCE, INC.
B
Y:
Title: V io
By: ALL,�,
Title: ae- rc(uf
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State of Florida
County of Sarasota
On June 20, 2002 before me, Mary Beth Gravel, Notary Public, personally appeared
Michael W. Salsieder, personally known to me to be the person whose name is
subscribed to on the attached instrument, Second Amendment to Contract for Traffic
Signal Maintenance Services and acknowledge to me that he executed the same in his
authorized capacity and that by his signature on the instrument the person or the entity
upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal
MARY BUM GRAVEL
9
OTART. O MY C rn E4X VZO
PUBLIC "_'• __ //NO. cc
�3.�1�Inrwl�I� l i 0M� 1.0.
CALIFORNIA ALL-PURPOSF erkNnu.. cr%o%am K.
State of California
County of Orange
ss.
On June 19, 2002 , before me, Susan F'ukushima, Notary Public
Date
Name and Title of officer (e.g., 'Jane Doe. Notary Public') '
personally appeared Rodney Mathis
Names) of Signers)
personally known to me
❑ proved to me on the basis of satisfactory
evidence
SUSAN FUKUSHIMA
Commission # 1295033
►rotQy Pubric - California Zz
49 Orange County
#*CcmrTLBPEM Mx23,2M5 I
to be the person(R) whose name(s) is/wH
subscribed to the within instrument and
acknowledged to me that he/skiH&my executed
the same in his/bExftbeir authorized
capacity*t*, and that by his/h*,I�tmk
signature(4 on the instrument the person(s� or
the entity upon behalf of which the person(*
acted, executed the instrument.
WITNESS my hand and official seal.
Piece Notary Seal Above
Signature of Notary Public
OPTIONAL R
w is not required by law, it may prove valuable to persons relying on the document
Though the information belo
and could Prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document:
Document Date:
Number of Pages:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer
Signer's Name:
❑ Individual
❑ Corporate Officer -- Title(s). Ton of thumb here
I -]Partner — ❑ Limited ❑ General
❑ Attorney in Fact
❑ Trustee
❑ Guardian or Conservator
❑ Other:
Signer Is Representing:
O 1999 Natloral Notary Aeao U. • 93W De Sol. Ave.. Pn P - --
...... — wt • %~-rWti0nabotW org Prod. No. 5907
Readx Call Tod -Free 14800.97g59Z/
!1
EXHIBIT A
r' .�
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EXHIBIT B
INSURANCE SCHEDULE (SMI)
SW shall provide proof of insurance, within thirty (30) days of the full execution of this Agreement,
including a standard certificate of insurance, in at least the following amounts and coverage (combined
single limit permitted):
I' Coverage and Limits
Bodily Injury Property Damage
Hazards Each Person Each Accident Each Accident
Automobile Liability
Owned Automobiles $ 500,000 $1,000,000 $ 500,000
Hired Automobiles $ 5.00,000 $1,000,000 $ 500,000
Non -Owned Automobiles $ 500,000 $1,000,000 $ 500 000
Workers' Compensation $ Statutory
Employers' Liability $1 000 000 per employer
H. General and Professional Liability
General Liability
$1,000,000
$2,000,000
$1,000,000
Premises Operations
$1,000,000
$2,000,000
$1,000,000
Elevators (if applicable)
$1,000,000
$2,000,000
$1,000,000
Independent Contractors
$1,000,000
$2,000,000
$1,000,000
Products - Completed Operations
$1,000,000
$2,000,000
$1,000,000
Contract Liability
$1 000,000
$2 000 000
$1 000-000
Professional Liability
$2,000,000
$2,000,000
$2 000-000
a. The general liability policy shall contain the following special endorsements that shall be noted on or
attached to the standard certificate of insurance:
1. An endorsement naming the City of Vernon, its officers, and employees as additional insureds u
the policy.
2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or material
reduction of coverage.
3. An endorsement providing coverage for all operations under this Agreement.
4. Such other endorsement as may be required by addendum hereto.
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 proofs will be
accepted:
X For each policy, a notarized letter from the underwriter or carrier certifying that the coverage and
statements in the standard certificate of insurance (attached thereto) are true and correct and that
the signator is an officer authorized to so certify.
A copy of each policy certified by an officer of the underwriter or carrier and notarized.
EXHIBIT B
t r ,
d
EXHIBIT B
SUPPORTING
DOCUMENTS
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ME
EQUIPMENT PURCHASE AND SERVICES CONTRACT
THIS AGREEMENT is made, entered into and executed in
duplicate originals, either copy of which may be considered and us��e((d as
the original hereof for all purposes, as of this S1 day of-&arrd,
2002, in the City of Vernon, County of Los Angeles,
BY AND BETWEEN The City Of Vernon (hereinafter
referred to as the "City")
4305 Santa Fe Avenue
Vernon, California 90058
Signal Maintenance Inc., a
Delaware Corporation
(hereinafter referred to as
"SMI")
2283 Via Burton St.
Anaheim, California 92806
WHEREAS, the City's Community Services & Water Department has
identified a means by which the City can conserve energy and reduce its
energy costs through the retrofitting of existing incandescent traffic
signal lamps with energy efficient Light Emitting Diodes ("LEDs"); and
WHEREAS, staff has determined that it is desirable to perform
the Citywide retrofitting of traffic signals in several phases, with
the first phase being the retrofitting of signal lamps along Santa Fe
Avenue; and
WHEREAS, staff has determined that it needs the services of al
vendor to provide the material and labor to perform the retrofitting
services in Phase 1 and provide the necessary warranty on parts and
(labor; and
WHEREAS, SMI has been performing traffic signal maintenance
services for the City under Contract No. 443 since 1981; and
VA
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on
WHEREAS, SMI has advised the City that it can provide the
materials and labor to perform the retrofitting services required by
the City in Phase 1 because SMI, Competitive Resources, Inc. (a
national Energy Service Company) and Dialight (one of the largest
manufacturers of LEDs) work together to offer a turnkey LED Traffic
Signal Retrofit Program; and
WHEREAS, SMI represents that it is qualified and capable of
providing the type of equipment and services the City requires and is
willing to do so on the terms and conditions set forth below; and
WHEREAS, the City desires to enter into an agreement with
SMI to provide for the materials and labor necessary to implement
Phase 1 of the LED Traffic Signal Retrofit Program.
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET
FORTH HEREIN:
1. Scope of Services.
SMI shall perform its services under the general
supervision of the Director of Community Services & Water and/or the
City Administrator. SMI's scope of services shall be assigned by the
Director of Community Services & Water and include, but not be
limited to: (1) tasks identified in the Vernon 2002 L.E.D. Survey
attached hereto as Exhibit "A" and made a part hereof by this
reference; and (2) turnkey project materials and installation
management.
All services provided under this Agreement shall be
provided by the principal and competent staff members, if any, under
the supervision of the principal. All such services will be
performed and rendered diligently.
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1 2. Progress Reports.
2 SMI shall meet with City staff, upon City's request, or as
3 needed, in order to provide reports or information concerning the
4 services being performed under this Agreement
5 3. Time of Performance.
6 SMI's services shall commence upon the full execution of
7 the Agreement and shall end when SMI has completed the work on the
8 items in Exhibit "A," which is scheduled to be November 15, 2002,
9 unless terminated or extended.
10 4. Compensation.
11 The City will pay SMI on a time and material basis
12 according to the fees set forth in Exhibit "A." The total amount to
13 be paid to SMI under this Agreement shall not exceed Thirty -Five
14 Thousand Eight Hundred Eighty -Nine Dollars and No Cents ($35,889.00).
15 5. Method of Payment.
16 SMI shall submit within thirty (30) days after the last day
17 of any month in which services have been performed or costs incurred
18 hereunder, an invoice to the City for payment. Invoices shall
19 contain an itemization of services rendered. Payment of the invoice
20 shall be made after acceptance and approval by the City within thirty
21 (30) days of receipt. SMI shall be responsible for paying any
22 subcontractor used in the performance of this Agreement.
23 Subcontractors shall not bill the City directly. The City's approval
24 of the invoice shall not be unreasonably withheld.
25 6. Changes and Extra Services.
26 The City reserves the right to request changes in the
27 services to be performed by SMI. All such changes shall be
28 incorporated in written change orders executed by the City and SMI
1 that shall specify the changes ordered and the parties shall mutually
2 negotiate an adjustment of compensation, if required.
3 Any services added to the scope of this Agreement by a
4 change order shall be executed under all applicable conditions of
5 this Agreement. No claim for additional compensation for services or
6 extension of time shall be recognized unless contained in a duly
7 executed change order.
8 7. Warranties.
9 SMI warrants that it will provide the City with top quality
10 CalTrans approved material and that the equipment it is providing
11 will comply with all standards and requirements for the use of
12 traffic signals (including, but not limited to, illumination and
13 timing). SMI also warrants that its system installers are properly
14 licensed and qualified. SMI.shall provide a five (5) year labor and
15 material warranty. The warranty shall begin to run from the date
16 that all of the Phase I work has been completed by SMI. SMI warrants
17 title to the equipment purchased hereunder and any part thereof to be
18 free of any claim of any security interest, lien or any encumbrance.
19 All warranty documentation shall be given to the Engineer prior to
20 installation. SMI also warrants that the equipment will be delivered
21 new and shall be free from defects in material and workmanship and
22 shall operate within CalTrans' tolerances for the warranty period of
23 five (5) years from operation. All manufacturers' warranties, any
24 warranties typically provided by SMI, and any other warranties made
25 applicable by law shall apply to the parts and labor provided by SMI.
26 8. Confidential Information.
27 A. Access to Confidential Information. The City may
28 provide SMI with, or allow SMI access to, certain information not
m
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available to the public concerning, but not limited to the City, or
businesses located in the City. The information may include, but is
not limited to, company information, taxes, sales, value of assets,
utility usage, the Policy, or other such information. All such
information shall be known as "Confidential Information" and may not
The used to circumvent the responsibility of either party to this
jAgreement.
B. No Disclosure. Except as expressly permitted,
SMI shall not disclose, permit the disclosure of, release,
disseminate, or transfer, whether orally or by any other means, any
part of such Confidential Information to any other person or entity,
whether corporate, governmental, or individual, without the express
prior written consent of an authorized representative of the City.
SMI shall return any written Confidential Information, and all copies
made of such items, to the City upon the City's written request, but
in any event not later than the date that SMI has performed all
services to be performed pursuant to this Agreement. SMI hereby
agrees that such Confidential Information and any documents provided
may be used by SMI only as authorized by the City. SMI shall take
reasonable measures to avoid any disclosure of any such Confidential
Information to any unauthorized person.
C. Court Ordered Disclosure. SMI shall immediately
notify the City of any court order or subpoena requiring disclosure
of Confidential Information, and shall cooperate with legal counsel
in the appeal or challenge of any such order or subpoena. Recipient
may only disclose Confidential Information required to be disclosed
pursuant to court order or subpoena after legal counsel has exhausted
any lawful and timely appeal or challenge.
- 5 -
1 D. Remedies. In addition to any other remedies that
2 it may have at law or in equity, the City shall be entitled to a
3 temporary and permanent injunction by a court of competent
4 jurisdiction against any breach or threatened breach of the
5 Confidential Information provisions of this Agreement. SMI
6 acknowledges that in case of such breach or threatened breach of said
7 provisions, the City would have no adequate remedy at law.
8 9. General Provisions.
9 A. Independent Contractor. At all times during the
10 term of this Agreement, SMI shall be an independent contractor and
11 shall not be an employee of the City. The City shall have the right
12 to control SMI only insofar as the results of SMI's services rendered
13 pursuant to this Agreement; however, the City shall not have the
14 right to control the means by which SMI accomplishes services
15 rendered pursuant to the Agreement except to the extent that such
16 services involve the use of City property or Confidential
17 Information.
18 B. SMI Not Agent. Except as the City may specify in
19 writing, SMI shall have no authority, express or implied, to act on
20 behalf of the City in any capacity whatsoever as an agent. SMI shall
21 have no authority, expressed or implied, pursuant to this Agreement
22 to bind the City to any obligation whatsoever.
23 C. Assignment Prohibited. No party to this
24 Agreement may assign any right or obligation pursuant to this
25 Agreement except as provided for in the Proposal or with the express
26 written consent of the other party. Any other attempted or purported
27 assignment of any right or obligation pursuant to this Agreement
28 shall be void and of no effect.
1 D. Termination. This Agreement may be terminated by
2 City without cause on fifteen (15) days written notice to Consultant.
3 In the event of such termination, Consultant shall be entitled to
4 only the compensation earned by it prior to the date of the
5 termination notice, computed pro rata up to and including that date,
6 plus compensation for work performed during the fifteen (15) day
7 notice period and authorized in the termination notice.
8 E. Governing Law. The laws of the State of
9 California shall govern the rights, obligations, duties and liability
10 of the parties to this Agreement and shall also govern the
11 interpretation of this Agreement.
12 F. Indemnification. SMI shall indemnify, defend,
13 protect and hold the City and its officers, agents and employees,
14 free and harmless from and against any and all claims, demands,
15 losses, damages, liabilities, fines, charges, penalties, orders,
16 judgments and all costs and expenses incurred in connection
17 therewith, including reasonable attorney's fees and costs of defense
18 arising out of the services performed under this Agreement, except to
19 the extent arising from or caused by the sole negligence or willful
20 misconduct of the City, its officers, agents or employees.
21 G. Insurance. SMI agrees to provide insurance in
22 the amounts and forms specified in Exhibit "B," which is attached
23 hereto and made a part hereof by reference. Comparable coverage
24 shall be provided for each subcontractor used in the performance of
25 this Agreement. SMI shall submit to the City documentation
26 indicating compliance with these minimum requirements no less than
27 one (1) day prior to the beginning of performance under this
28 Agreement. SMI shall not commence performance of its services under
7 -
1 this Agreement until the above insurance has been obtained and proof
2 of insurance has been filed with and approved by the City.
3 H. Notices. Notices to the parties, unless
4 otherwise requested in writing, shall be sent to:
5
6 City: THE CITY OF VERNON
7 ATTN: BRUCE V. MALKENHORST
CITY ADMINISTRATOR
8 4305 SANTA FE AVENUE
VERNON, CA 90058-0805
9
SMI: SIGNAL MAINTENANCE, INC.
10 ATTN: JAMES R. THOMPSON
2283 VIA BURTON ST.
11 ANAHEIM, CA 92806
12
13 10. Entire Agreement.
14 This Agreement is the entire agreement of the parties, SMI
15 represents that in entering into this Agreement, it has not relied on
16 any previous representations or understandings of any kind or nature.
17 11. Benefit of Agreement.
18 This Agreement shall bind and benefit the parties hereto and
19 their heirs, successors, and permitted assigns.
20 12. Forum Selection.
21 Any action brought relating to this Agreement shall be
22 brought and held exclusively in a State Court in the County of Los
23 Angeles, California.
24 13. Amendments.
25 Except as may otherwise be specifically provided herein,
26 this Agreement may be modified or amended only by a written document
27 executed by both Consultant and the City and approved as to form by
28 the City Attorney.
8 -
•1 14. Waiver.
2 Any waiver at any time by either party of its rights with
3 respect to a default under this Agreement, or with respect to any
4 other matters arising in connection with this Agreement, shall not be
5 deemed a waiver with respect to subsequent default or other matter.
6 15. Attorney's Fees.
7 In the event that it becomes necessary for either party to
8 this Agreement to enforce any of the provisions of this Agreement,
9 the parties agree that a court of competent jurisdiction may
10 determine and fix reasonable attorney's fees to be paid to the
11 successful litigant.
12 16. Force Majeure.
13 Neither Party shall be considered in to be in default in
14 any of its obligations under this Contract when a failure of
15 performance shall be due to an uncontrollable force. The term
16 "uncontrollable force" shall mean any cause beyond the control of the
17 party affected, including, but not restricted to, flood, earthquake,
18 storm, fire, lightening, epidemic, war, riot, civil disturbance or
19 disobedience, labor dispute, labor material shortage, sabotage,
20 federal, state, or municipal action, statute, ordinance, or
21 regulation, embargoes of the United States Government or any other
22 government, which by exercise of due diligence such party could not
23 reasonably have been expected to avoid and by exercise of due
24 diligence has been unable to overcome. Either party rendered unable
25 to fulfill any of its obligations under this Agreement by reason of
26 an uncontrollable force, shall give written notice within five (5)
27 Business Days of such fact to the other party and shall exercise due
28 diligence to remove such inability with all reasonable dispatch.
9 -
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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:
IBRUCE V. MALKENHORST, City Clerk
1APPROVED AS TO FORM:
-C" 'Ciu� "t, r� -
EDUARDO OLIVO, City A orney
CITY OF VERNON
By: +
EONIS C. MALBtRG, May r
SIGNAL MAINTENANCE, INC.
Title: V P /ffM
any
Title: ae. (c+ff
=to=
State of Florida
County of Sarasota
On June 20, 2002 before me, Mary Beth Gravel, Notary Public, personally appeared
Michael W. Salsieder, personally known to me to be the person whose name is
subscribed to on the attached instrument, Second Amendment to Contract for Traffic
Signal Maintenance Services and acknowledge to me that he executed the same in his
authorized capacity and that by his signature on the instrument the person or the entity
upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
1 -4, tr _
ary
Beof�,ravel
F fro #"Y KTH GUVEL )
TARV o C M EqL WM
tro CC "DM
CALIFORNIA ALL-PURPOSE ACKNOWILEDt. ur r
State of California
County of Orange
ss.
On June 19, 2002,before me, Susan Fukushima, Notary Public
Date Name and Title of Officer e. ' ( g., "Jane Doe, Notary Public")
personally appeared Rodney Mathis
Name(s) of Signer(s) '
12 personally known to me
❑ proved to me on the basis of satisfactory
evidence
�.w.�.�
SUSAN FUKUSHIMA
COnmission # 1295033
Notay Public - Caitfomia
Orange County
MpClSmrn,tvkr2�2� y
Place Notary Seal Above
to be the person(R) whose name(s) is/am
subscribed to the within instrument and
acknowledged to me that he/sbK&mqx executed
the same in his/bExW3Edr authorized
capacity*m*, and that by his/twWkmk
signature(:o on the instrument the person(s� or
the entity upon behalf of which the person(*
acted, executed the instrument.
WITNESS my hand and official seal.
Signature of Notary Public
OPTIONAL i
Though the information below is not required by law, it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document:
Document Date:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer
Signer's Name:
❑ Individual
❑ Corporate Officer — Title(s):
❑ Partner — ❑ Limited ❑ General
❑ Attorney in Fact
❑ Trustee
❑ Guardian or Conservator
❑ Other:
Signer Is Representing:
Number of Pages:
RIGHT THUMBPRINT
OF SIGNER
.. of thumb here
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1 EXHIBIT B
2 INSURANCE SCHEDULE (SMI)
3 SMI shall provide proof of insurance, within thirty (30) days of the full execution of this Agreement,
4 including a standard certificate of insurance, in at least the following amounts and coverage (combined
single limit permitted):
5
I. Coverage and Limits
6 Bodily Injury Property Damage
7 Hazards Each Person Each Accident Each Accident
8 Automobile Liability
Owned Automobiles $ 500,000 $1,000,000 $ 500,000
9 Hired Automobiles $ 5.00,000 $1,000,000 $ 500,000
Non -Owned Automobiles $ 500,000 $1,000,000 $ 500,000
10 Workers' Compensation $ StatutgU
11 Employers' Liability $1 000,006 per employer
12 II. General and Professional Liability
13 General Liability $1,000,000 $2,000,000 $1,000,000
14 Premises Operations $1,000,000 $2,000,000 $1,000,000
Elevators (if applicable) $1,000,000 $2,000,000 $1,000,000
15 Independent Contractors $1,000,000 $2,000,000 $1,000,000
Products - Completed Operations $1,000,000 $2,000,000 $1,000,000
16 Contract Liability $1,000 000 $2,000,000 $1,000,000
17 Professional Liability $2,000,000 $2,000,000 $2,000,000
18 a. The general liability policy shall contain the following special endorsements that shall be noted on or
attached to the standard certificate of insurance:
19
20 1. An endorsement naming the City of Vernon, its officers, and employees as additional insureds undo
the policy.
21 2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or material
reduction of coverage.
22 3. An endorsement providing coverage for all operations under this Agreement.
23 4. Such other endorsement as may be required by addendum hereto.
24 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 proofs will be
25 acted:
26 X For each policy, a notarized letter from the underwriter or carrier certifying that the coverage and
27 statements in the standard certificate of insurance (attached thereto) are true and correct and that
the signator is an officer authorized to so certify.
28
A copy of each policy certified by an officer of the underwriter or carrier and notarized.
EXHIBIT B
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