Resolution No. 82381
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RESOLUTION NO. 8238
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
AN EQUIPMENT PURCHASE CONTRACT BY AND BETWEEN THE
CITY OF VERNON AND RFL ELECTRONICS, INC.
WHEREAS, the City of Vernon has installed a fiber optic
backbone ring that traverses the existing City right-of-way to connect
various City operations and facilitate the establishment of an
alternate communications system among its buildings and facilities;
and
WHEREAS, the City of Vernon is interested in expanding its
existing multiplexing network to connect its remote facilities to its
control and monitoring center (the "Fiber Optic Network Extension");
Im
WHEREAS, the Community Services & Water Department is
requesting the purchase of (a) optical interfaces to provide the
network with an additional fiber ring and convert the existing two-
Ifiber ring to a four -fiber ring; (b) data channel modules to enable
the network to transfer data between the end points; and (c) a chassis
extender to provide the housing for the additional data modules
(collectively referred to as "TI Equipment"); and
WHEREAS, the Community Services & Water Department sought
informal quotes for the purchase of the TI Equipment; and
WHEREAS, the City has purchased multiplexers from RFL
Electronics Inc. ("RFL") in the past and believes RFL to be the only
supplier of the TI Equipment who can provide the equipment that meets
the Department's specifications and requirements; and
WHEREAS, by letter dated June 26, 2003, Bruce V. Malkenhorst,1
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City Administrator/City Clerk, recommended that RFL be retained to
provide the optical multiplexing components and configuration services
needed for the Fiber Optic Network Extension; 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 a contract with RFL for the purchase of the TI
Equipment.
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 Contract, with RFL Electronics 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 Contract 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:
RFL Electronics Inc.
Attn. Thomas Dahlin, Director of Sales
353 Powerville Road
Boonton TWP, NJ 07005-9151
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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 2"d day of July, 2003.
ATTEST:
BRUCE V. MALKENHORST, City Clerk
EONIS C. MALBJPLG, May r
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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.
8238, was duly adopted by the City Council of the City of Vernon at a
regular meeting of the City Council duly held on Wednesday, July 2,
2003, and thereafter was duly signed by the Mayor of the City of
Vernon.
(SEAL)
BRUCE V. MALKENHORST, City Clerk
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EXHIBIT
0
1 EQUIPMENT PURCHASE CONTRACT
2
3 THIS CONTRACT is made, entered into and executed in duplicate
4 originals, either copy of which may be considered and used as the
5 �.��v)y
original hereof for all purposes, as of this day of'�, 2003,
6 in the City of Vernon, County of Los Angeles, California
7 BY AND BETWEEN THE CITY OF VERNON
8 (hereinafter referred to as
"City")
9 4305 Santa Fe Avenue
Vernon, CA 90058
10 AND RFL ELECTRONICS INC.
11 (hereinafter referred to as
"RFL" )
12 353 Powerville Road
Boonton TWP., NJ 07005-9151
13
14 RECITALS
15 WHEREAS, the City has installed a fiber optic backbone ring
16 that traverses the existing City right-of-way to facilitate the
17 establishment of an alternate communications system among its
18 buildings and facilities; and
19 WHEREAS, the fiber optic ring is used to connect various
20 City operations; and
21 WHEREAS, City is interested in expanding its existing
22 multiplexing network to connect the control center and remote City
23 facilities in the City to its fiber network (hereinafter referred to
24 as "Fiber Optic Network Extension"); and
25 WHEREAS, the City's Community Services & Water Department
26 has determined that, in order to facilitate the Fiber Optic Network
27 Extension, the City needs to purchase: (a) ten (10) optical interfaces
28 to provide the network with an additional fiber ring and convert the
I existing two -fiber ring to a four -fiber ring; (b) sixteen (16) data
2 channel modules to enable the network to transfer data between the end
3 points; and, (c) one (1) chassis extender to provide the housing for
4 the additional data modules (hereinafter collectively referred to as
5 "TI Equipment"); and
6 WHEREAS, RFL prepared a Quotation (No. CQ-45324-"B") dated
7 March 18, 2003 (hereinafter the "Quotation"), a copy of which is
8 attached hereto as Exhibit "A" and made a part hereof; and
9 WHEREAS, RFL represents that it is qualified and capable of.
10 furnishing the type of TI Equipment and commissioning the City
11 requires, as provided for in the Quotation, and is willing to do so on
12 the terms and conditions set forth below; and
13 WHEREAS, the City desires to enter into an agreement with
14 RFL to provide for the purchase, delivery to the City, and
15 commissioning of the TI Equipment.
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET
16
FORTH HEREIN:
17
18 1. Purchase. RFL agrees to sell and deliver the TI
Equipment and provide two (2) days of commissioning for the TI
19
20 Equipment as described in detail in the attached Exhibit "A." In the
21 event of a conflict between the Quotation and this Contract, the terms
22 of this Contract shall prevail.
2. Time of Performance. RFL's performance as identified
23
24 herein shall commence upon the signing of this Contract by both
25 parties and shall end when RFL has completed the transaction as set
26 forth herein, unless otherwise terminated or extended.
27 3. Price. Consistent with the Quotation, RFL agrees to
28 sell and deliver the TI Equipment for thetotal not to exceed sum of
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I Twenty -Six Thousand Six Hundred Thirty -Six Dollars and No Cents
2 ($26,636.00) plus tax and freight. The purchase price includes two
3 days of Field Service Engineering to convert network from two -fiber
4 ring to four -fiber ring and to add additional circuits. The "Drawings
5 for Reference" term shall apply to the purchase.
6 4. Payment Terms. City agrees to pay RFL net thirty (30)
7 days after City's receipt of an invoice, delivery, and City's
8 acceptance of the TI Equipment, and completion of commissioning, the
9 total amount due under the Contract.
10 5. Change and Extra Services. City reserves the right to
11 request changes in the equipment design, delivery dates, or additions
12 to or deletions from the equipment purchased from RFL. All such
13 changes shall be incorporated in written change orders executed by
14 City and RFL and shall specify the changes ordered and the adjustment
15 of prices, delivery schedules and warranties. Any equipment or
16 services added under this section shall be executed under all
17 applicable conditions of this Contract. No claim for additional
18 compensation or extension of time shall be recognized unless contained
19 in a duly executed change order.
20 6. Cancellation/Default. In the event that RFL commits a
21 breach of a material condition of this Contract, City shall notify RFL
22 in writing of said breach and if RFL has not cured or begun reasonable
23 efforts to cure after fifteen (15) days of receipt of said notice, and
24 fails to diligently pursue corrective action, City shall have the
25 right to cancel this Contract for cause based on RFL's default. RFL
26 shall be responsible for any direct costs due to City's re -procurement
27 of the equivalent of the equipment or services cancelled from RFL.
28 RFL's liability for these excess costs shall not exceed the value of
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the Purchase Order.
7. Confidential Information.
A. Access to Confidential Information. City may
provide RFL and/or its subcontractor with, or allow RFL access to,
certain information not available to the public concerning City, or
businesses located in City. The information may include company
information, taxes, sales, value of assets, 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 Contract.
B. No Disclosure. Except as expressly permitted, RFL
and/or its subcontractor 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 City.
RFL and/or its subcontractor shall return any written Confidential
Information and all copies made of such items to City upon City's
written request, but in any event not later than the date that RFL has
performed all services to be performed pursuant to this Contract. RFL
hereby agrees that such Confidential Information and any documents
provided may be used by RFL and/or its subcontractor only as
authorized by the City. RFL shall include a contract provision in its
contract with subcontractors that binds the subcontractors to this
non -disclosure requirement. RFL shall take reasonable measures to
avoid any disclosure of any such Confidential Information to any
unauthorized person.
C. Court Ordered Disclosure. RFL shall immediately
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I notify City of any court order or subpoena requiring disclosure of
2 Confidential Information, and shall cooperate with City's legal
3 counsel in responding to any such order or subpoena. RFL may only
4 disclose Confidential Information required to be disclosed pursuant to
5 court order or subpoena after legal counsel has exhausted any lawful
6 and timely appeal or challenge.
7 D. Remedies. In addition to any other remedies that
8 it may have at law or in equity, City shall be entitled to a temporary
9 and permanent injunction by a court of competent jurisdiction against
10 any breach or threatened breach of the Confidential Information
11 provisions of this Agreement. RFL acknowledges that in case of such
12 breach or threatened breach of said provisions, City would have no
13 adequate remedy at law.
14 8. Warranties. RFL warrants title to the TI Equipment
15 purchased hereunder and any part thereof to be free of any claim of
16 any security interest, lien or any encumbrance. RFL also warrants
17 that the equipment will be delivered new and shall be free from
18 defects in material and workmanship. RFL shall provide, at a minimum,
19 a one (1) year material warranty to begin upon acceptance of the TI
20 Equipment by City. All manufacturers' warranties, and any other
21 warranties made applicable by law, shall apply to City's purchase of
22 the above -referenced equipment.
23 9. Compliance with Laws. RFL shall strictly observe and
24 comply with all applicable federal, state, and local laws, ordinances
25 and regulations governing this sale, including but not limited to any
26 permit or license requirements of the United States Department of
27 Commerce, as well as any laws of the United States of America.
28 10. Governing Law. The validity, interpretation and
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I performance of this Contract shall be controlled and construed under
2 the laws of the State of California.
3 11. Forum Selection. Any action brought relating to this
4 Contract shall be brought and held exclusively in a State Court in the
5 County of Los Angeles, California.
6 12. Notices. Notices to the parties, unless otherwise
7 requested in writing, shall be sent to:
8 City: THE CITY OF VERNON
9 ATTN: BRUCE V. MALKENHORST
CITY ADMINISTRATOR
10 4305 SANTA FE AVENUE
VERNON, CA 90058-0805
11
12 RFL: RFL ELECTRONICS INC.
ATTN: THOMAS DAHLIN, DIRECTOR OF SALES
13 353 POWERVILLE ROAD
BOONTON TWP., NJ 07005-9151
14
15 13. General Provisions.
16 A. Independent Contractor. At all times during the
17 term of this Contract, RFL shall be an independent contractor and
18 shall not be an employee of the City. The City shall have the right
19 to control RFL only insofar as the results of RFL's services rendered
20 pursuant to this Contract; however, the City shall not have the right
21 to control the means by which RFL accomplishes services rendered
22 pursuant to the Contract except to the extent that such services
23 involve the use of City property or Confidential Information.
24 B. RFL Not Agent. Except as the City may specify in
25 writing, RFL shall have no authority, express or implied, to act on
26 behalf of the City in any capacity whatsoever as an agent. RFL shall
27 have no authority, expressed or implied, pursuant to this Contract to
28 bind the City to any obligation whatsoever.
I C. Indemnification. RFL shall indemnify, defend,
2 protect and hold the City and its officers, agents and employees, free
3 and harmless from and against any and all claims, demands, losses,
4 damages, liabilities, fines, charges, penalties, orders, judgments and
5 all costs and expenses incurred in connection therewith, including
6 reasonable attorney's fees and costs of defense arising out of or
7 attributable to the negligent or wrongful acts of RFL or its
8 subcontractors, employees or agents in the performance of services
9 under this Contract, except to the extent arising from or caused by
10 the sole negligence or willful misconduct of the City,'its officers,
11 agents or employees.
12 D. Insurance. RFL agrees to provide insurance in the
13 amounts and forms specified in Exhibit "B," which is attached hereto
14 and made a part hereof by reference. Comparable coverage shall be
15 provided for each subcontractor used in the performance of this
16 Contract. RFL shall submit to the City documentation indicating
17 compliance with these minimum requirements no less than one (1) day
18 prior to the beginning of performance under this Contract. RFL shall
19 not commence performance of its services under this Contract until the
20 above insurance has been obtained and proof of insurance has been
21 filed with and approved by the City.
22 E. Assignment and Subcontracting Prohibited. No
23 party to this Contract may assign or subcontract any right or
24 obligation pursuant to this Contract except as provided for in the
25 Quotation or with the express written consent of the other party. Any
26 other attempted or purported assignment of any right or obligation
27 pursuant to this Contract shall be void and of no effect.
28 F. Entire Agreement. This Contract constitutes the
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I complete and final expression of the agreement of the parties and is
2 intended as a complete and exclusive statement of the terms of their
3 agreement and supersedes all prior and contemporaneous offers,
4 promises, representations, negotiations, discussions, communications
5 and agreements which may have been made in connection with the subject
6 matter hereof. All exhibits are incorporated by reference. RFL
7 represents that in entering into this Contract it has not relied on
8 any previous representations or understandings of any kind or nature.
9 G. Partial Invalidity. Wherever possible, each
10 provision hereof will be interpreted in such manner as to be effective
11 and valid under applicable law, but in case any one or more of the
12 provisions contained herein will, for any reason, be held to be
13 invalid, illegal or unenforceable in any respect, such provision will
14 be ineffective to the extent, but only to the extent of such
15 invalidity, illegality or unenforceability without invalidating the
16 remainder of such provision or provisions or any other provision
17 hereof, unless such a construction would be unreasonable or contrary
18 to the parties' intent as expressed in this Contract.
19 H. Time of the Essence. Time is of the essence in
20 the performance of this Contract and of each and every provision
21 hereof.
22 I. Risk of Loss. Risk of loss or damage shall pass
23 to the City upon delivery FOB the City.
24 J. Benefit of Agreement. This Contract shall bind
25 and benefit the parties hereto and their heirs, successors, and
26 permitted assigns.
27 K. Waiver. Any waiver at any time by either party of
28 its rights with respect to a default under this Contract, or with
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I respect to any other matters arising in connection with this Contract,
2 shall not be deemed a waiver with respect to subsequent default or
3 other matter.
4 L. Amendment. All changes or modifications to this
5 Contract shall be in writing stating that it is an amendment to this
6 Contract and shall be signed by both parties or their duly authorized
7 agents. This Contract shall not be modified through course of
8 dealing, usage or trade.
9 M. Force Majeure. Neither party shall be considered
10 to be in default in any of its obligations under this Contract when a
11 failure of performance shall be due to an uncontrollable force. The
12 terms "uncontrollable force" shall mean any cause beyond the control
13 of the party affected, including, but not restricted to, flood,
14 earthquake, storm, fire, lightening, epidemic, war, riot, civil
15 disturbance or disobedience, sabotage, federal, state, or municipal
16 action, statute, ordinance, or regulation, embargoes or the United
17 States Government or any other government, which by exercise of due
18 diligence such party could not reasonably have been expected to avoid
19 and by exercise to due diligence has been unable to overcome. Either
20 party rendered unable to fulfill any of its obligations under this
21 Contract by reason of an uncontrollable force, shall give written
22 notice within five (5) business days of such fact to the other party
23 and shall exercise due diligence to remove such inability with all
24 reasonable dispatch.
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IN WITNESS WHEREOF, the parties have caused this Contract to
be executed by and through their authorized officers on the date,
month and year first written above.
ATTEST:
BRUCE V. MALKENHORST, City Cler
APPROVED AS TO FORM:
EDUARDO OLIVO, City Attorney
L1-1Z
CITY OF VERNON
LEONIS C. MALBURG, Mayor
ELEC,TRONL2-6 INC.
1
Title: V11
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EXHIBIT
0
Quotation
Date: March 18, 2003
Customer: City of Vernon
4305 Santa fe Ave.
Vernon, CA 90058
Attention: Ali Nour
Quote Number: CQ45324-"B" RFL Electronics Inc.
353 Powerville Road
Boonton Twp., NJ 07005-9151
Phone: (973)-334-3100
Fax: (973)-334-3863
Email: sales@rflelect.com
Reference: Existing Network
Phone: (323) 583-8811 Ext. 316 RFL Drawing: CD-45505 "C"
Fax: (323) 826-1435 Inquiry Number:
Email: AnourCcci.vemon.ca.us Inquiry Date: 12/4/2002
Item Quantity Model Description Unit Price Extension
1MUX2000 Tl EQUIPMENT
1 1 2000 RFL IMUX2000 TI Equipment to Turn a Two[2] Fiber Ring
CCM Network into a Four[4] Fiber Ring Network and Additional $18,306 $18,306
Channel Modules for RS-232 Circuits per Equipment List A,
Sheet 3.
Note: At Leonis and Yberra Sub., Repeater Shelf may be
needed depending on the number of channel modules being
added to the self.
Each IMUX 2000 shelf contain 18 slots for both the common
cards and the channel modules
Filed Service
2 1 2000 Two days of Field Service Engineering to convert Network $5,200 $5,200
CCM from 2-Fiber to 4-Fiber and to add additional Circuits.
CC: J. Ebrecht
Matzinger-keeizan, Inc. Continued on next page
RG / ED
RFL ELECTRONICS INC.
Validity: Quote valid until April 17, 2003
Terms: Net 30 days
FOB:
Delivery: 45 days after receipt of confirmed order
Any questions concerning this quotation, please contact
By: . .
1. . , , ;�� Cz
Thomas Dahlin, Director of Sales
Emanuel Duvelson at Ext. 275 or at manny.duvelson@rflelect.com
All quotations are subject to the terms and conditions listed and subject to acceptance by RFL, unless otherwise stated.
ISO 9001 Registered Company
Quote Number: CQ-45324-"B"
Date: March 18, 2003
Inq #.:
Sheet #: 2
Item Quantity Model Description Unit Price Extension
Repeater Chassis Option
3 1 20M RFL IMUX 2000 Repeater Chassis to provide Added $3,130 $3,130
CCM Physical Slots, to be Connected to the Main TI Chassis per
Equipment List B, Sheet 3.
TOTAL = $26,636
Note. All drawings need to be corrected and updated to
reflect new network configuration.
Equipment List: 1
Quote Number:
Date: March 18, 2003
CQ45324-'B"
Inq #.:
Sheet #: 3
IMUX 2000 T1 EQUIPMENT LIST
QUANTITY
A
B
C
DESCRIPTION
PART #
UNIT PRICE
IMUX 2000 T1
Equipment
Bus Repeater
Option
COMMON EQUIPMENT
T1 CHASSIS
9597-158524
$648
1
BRM MODULE
$248
2
MA-501 BRM Module 1/0
9547-15861
$189
2
OPTICAL INTERFACE
1300 NM SM LED OIA-1
9547-2001
$1,026
10
POWER SUPPLIES
2000 PS 48/125 DC
9547-920
$644
2
POWER SUPPLY 1/0
2000 PS ALARM 1/0 48/125VDC
9547-18804
$266
1
DATA MODULES
DA-911 2-Port Async Data Polling
9547-11591
$311
16
MA-4021 2 Port RS-232 1/0, DA-91
9547-16921
$189
16
CABLE & ACCESSORIES
BRM CABLE
166041
$54
1
4" Chassis Extender Bracket
103978-4
$23
2
UNIT PRICE
$18,306
$3,130
1
1
ITEM QUANTITY
EXTENDED PRICE
$18,306
$3,130
Quotation Number CQ-45324-"B"
Date: March 18, 2003
QUOTATION NOTES
Sheet #: 4
Inq #.:
1. One RFL Product manual will be provided with each order unless otherwise specified. An electronic copy of the manual will be
provided with each chassis assembly ordered up to a maximum of five[5] CD ROMs. One CD ROM will be supplied for modules or
customer service orders. Additional hard copy manuals are available at $100.00 U.S. each, net (F.O.B. Boonton Twp. New Jersey).
2. RFL's standard warranty is twelve [12] months from date of delivery for replacement of any part which fails during normal
operation or service. Should a part become defective, please call the Customer Service Department for a Return Material Authorization
(RMA) number prior to return to the factory, shipping charges prepaid, for replacement F.O.B. Boonton Twp, New Jersey.
3. Please note that should there be any delay in delivery which is attributable to the customer, RFL reserves the right to charge for
equipment storage from the time that the customer is first notified that the equipment is ready for shipment until such time as the
customer allows the equipment to be shipped.
4. The charge for source inspection (at the RFL Plant in Boonton Twp, New Jersey, U.S.A.) is $800.00 per diem.' This does not
include traveling and living expenses for the person(s) witnessing the inspection which are the responsibility of the purchaser.
There will be 2 days(s) available without a per diem charge.
5. Please note drawing requests after receipt of an order can effect delivery a5 follows:
"Drawings for Reference" - Under these terms drawings will be submitted for general reference and minor corrections which only
involve wiring changes. Modules may not be added or deleted. Delivery will not be delayed.
"Drawings for Approval" - Under these terms drawings will be submitted for system content and wiring approval. Manufacturing will
not proceed until approval drawings with comments are reviewed by RFL. In some cases re -submittal may be necessary. Our quoted
delivery will be based on the received final approval drawings signed by the approval engineer. For example, our quoted delivery may
be specified as "60 Days ARO". However, when approval drawings are required, the delivery then becomes "60 Days After Receipt of
Approved Drawings".
When placing an order, please indicate which of the above terms apply to your purchase order.
6. Our Sales Representative and/or Regional Sales Manager for your area is:
Matzinger-Keegan, Inc.
Mr. Jack Keegan
2151 Michelson Dr., Ste 238
Irvine CA 92612-1312
Tel: (949) 852-1006
Fax: (949) 852-1446
Email: salesAmkireUs.com
Regional Sales Manager
Mr. James W. Ebrecht
67685 Ridge View Drive
Montrose, CO 81401
Tel: (970) 252-9043
Fax:. (970) 252-9063
Email: rflwest(�?a,worldnet.att.net
EXHIBIT
C
I EXHIBIT B
2 INSURANCE SCHEDULE
3 RFL 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 Proper1y 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
Non -Owned Automobiles $ 500 000 $1,000,000 $ 500,000
9 Workers' Compensation $ Statutory
10 Employers' Liability $1,000,000 per employer
11 II. General
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
Products - Completed Operations $1,000,000 $2,000,000 $1,000,000
15 Contractual Liability $1,000,000 $2,000,000 $1,000,000
16 Umbrella 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 or
attached to the standard certificate of insurance:
18
1. An endorsement naming the City of Vernon, its officers, and employees as additional insureds
19 under the policy.
2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or material
20 reduction of coverage.
21 3. An endorsement providing coverage for all operations under this Contract.
4. Such other endorsement as may be required by addendum hereto.
22
b. In addition to the standard certificate of insurance, proof of general and professional liability coverage
23 shall be furnished in the form checked below. Only certification of the following proofs will be
24 accepted: -
25 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
26 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
9
SUPPORTING
DOCUMENTS
CITY COUNCIL
LEONIS C. MALBURG
Mayor
THOMAS A. YBARRA
Mayor Pro-Tem
WM. `BILL" DAVIS
Councilman
H. "LARRY" GONZALES
Councilman
W. MICHAEL MCCORMICK
Councilman
BRUCE V. MALKENHORST
City Administrator/City Clerk
FAX (323) 826-1438
CITY HALL
4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058
TELEPHONE (323) 583-8811
July 8, 2003
RFL Electronics, Inc.
353 Powerville Road
Boonton TWP, NJ 07005-9151
Attn: Thomas Dahlin, Director of Sales
Re: Equipment Purchase Contract
Dear Ms. Marquis:
EDUARDO OLIVO
City Attorney
FAX: (562) 869-1883
KEVIN WILSON
Director of Community Services & Water
FAX: (323) 826-1435
KENNETH J. DeDARIO
Director of Utilities
FAX: (323) 826-1425
STEVEN E. PARKER
Fire Chief
FAX: (323) 826-1407
BRUCE W. OLSON
Police Chief
FAX: (323) 826-1481
In accordance with Section 13.D of said contract, you are to furnish
the City with proof of Insurance as set forth in the Insurance
Schedule, Exhibit "B" of the agreement.
Please submit your proof of insurance to Joan Francone, Risk Manager,
for review and approval. Upon receipt of said documentation this
office will forward to you a fully executed duplicate original
agreement.
If you should have any questions, please contact Joan Francone at ext.
322.
Very truly yours,
I�
d4;fto
e,A1 is Or co
Chief Dep ty City Clerk
GJo/gm
cc: Joan Francone
Kevin Wilson
Dolores Fonseca
Resolution No. 8238
Agreement File No. 03-060
CITY COUNCIL
LEONIS C. MALBURG
Mayor
THOMAS A. YBARRA
Mayor Pro-Tem
WM. 'BILL" DAVIS
Councilman
H. "LARRY" GONZALES
Councilman
W. MICHAEL MCCORMICK
Councilman
BRUCE V. MALKENHORST
City Administrator/City Clerk
FAX (323) 826-1438
CITY HALL
4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058
TELEPHONE (323) 583-8811
August 19, 2003
RFL Electronics Inc.
353 Powerville Road
Boonton TWP, NJ 07005-9151
Attn: Thomas Dahlin, Director of Sales
Re: Equipment Purchase Contract
Dear Mr. Dahlin:
EDUARDO OLIVO
City Attorney
FAX: (562) 869-1883
KEVIN WILSON
Director of Community Services & Water
FAX: (323) 826-1435
KENNETH J. DeDARIO
Director of Utilities
FAX: (323) 826-1425
STEVEN E. PARKER
Fire Chief
FAX: (323) 826-1407
BRUCE W. OLSON
Police Chief
FAX: (323) 826-1481
The insurance requirement has been met. Transmitted herewith is a
duplicate original of the above referenced contract approved by the
Vernon City Council on July 2, 2003.
If you have any questions regarding this matter, please call Mr. Kevin
Wilson, Director of Community Services and Water, at (323) 583-8811
ext. 245.
Very truly yours,
Gloria J. sco
Chief Deputy City Clerk
GJO/gm
CC: Kevin Wilson
Dolores Fonseca
Resolution No. 8238
Agreement No. 03-060
L
EQUIPMENT PURCHASE CONTRACT
THIS CONTRACT is made, entered into and executed in duplicate
originals, either copy of which may be considered and used as the
_Tujy
original hereof for all purposes, as of this W" _
day of 2003,
in the City of Vernon, County of Los Angeles, California
BY AND BETWEEN THE CITY OF VERNON
(hereinafter referred to as
"City")
4305 Santa Fe Avenue
Vernon, CA 90058
AND RFL ELECTRONICS INC.
(hereinafter referred to as
"RFL")
353 Powerville Road
Boonton TWP., NJ 07005-9151
RECITALS
WHEREAS, the City has installed a fiber optic backbone ring
that traverses the existing City right-of-way to facilitate the
establishment of an alternate communications system among its
buildings and facilities; and
WHEREAS, the fiber optic ring is used to connect various
City operations; and
WHEREAS, City is interested in expanding its existing
multiplexing network to connect the control center and remote City
facilities in the City to its fiber network (hereinafter referred to
as "Fiber Optic Network Extension"); and
WHEREAS, the City's Community Services & Water Department
has determined that, in order to facilitate the Fiber Optic Network
Extension, the City needs to purchase: (a) ten (10) optical interfaces
to provide the network with an additional fiber ring and convert the
I existing two -fiber ring to a four -fiber ring; (b) sixteen (16) data
2 channel modules to enable the network to transfer data between the end
31 points; and, (c) one (1) chassis extender to provide the housing for
4 the additional data modules (hereinafter collectively referred to as
5 "TI Equipment"); and
6 WHEREAS, RFL prepared a Quotation (No. CQ-45324-"B") dated
7 March 18, 2003 (hereinafter the "Quotation"), a copy of which is
81 attached hereto as Exhibit "A" and made a part hereof; and
9 WHEREAS, RFL represents that it is qualified and capable of.
10 furnishing the type of TI Equipment and commissioning the City
11 requires, as provided for in the Quotation, and is willing to do so on
12 the terms and conditions set forth below; and
13 WHEREAS, the City desires to enter into an agreement with
RFL to provide for the purchase, delivery to the City, and
14
15 commissioning of the TI Equipment.
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET
16
FORTH HEREIN:
17
18 1. Purchase. RFL agrees to sell and deliver the TI
Equipment and provide two (2) days of commissioning for the TI
19
20 Equipment as described in detail in the attached Exhibit "A." In the
21 event of a conflict between the Quotation and this Contract, the terms
22of this Contract shall prevail.
23 2. Time of Performance. RFL's performance as identified
24 herein shall commence upon the signing of this Contract by both
25 parties and shall end when RFL has completed the transaction as set
26 forth herein, unless otherwise terminated or extended.
27 3. Price. Consistent with the Quotation, RFL agrees to
28 sell and deliver the TI Equipment for the total not to exceed sum of
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I Twenty -Six Thousand Six Hundred Thirty -Six Dollars and No Cents
2 ($26,636.00) plus tax and freight. The purchase price includes two
3 days of Field Service Engineering to convert network from two -fiber
4 ring to four -fiber ring and to add additional circuits. The "Drawings
5 for Reference" term shall apply to the purchase.
6 4. Payment Terms. City agrees to pay RFL net thirty (30)
7 days after City's receipt of an invoice, delivery, and City's
8 acceptance of the TI Equipment, and completion of commissioning, the
9 total amount due under the Contract.
10 5. Change and Extra Services. City reserves the right to
11 request changes in the equipment design, delivery dates, or additions
12 to or deletions from the equipment purchased from RFL. All such.
13 changes shall be incorporated in written change orders executed by
14 City and RFL and shall specify the changes ordered and the adjustment
15 of prices, delivery schedules and warranties. Any equipment or
16 services added under this section shall be executed under all
17 applicable conditions of this. Contract. No claim for additional
18 compensation or extension of time shall be recognized unless contained
19 in a duly executed change order.
20 6. Cancellation/Default. In the event that RFL commits a
21 breach of a material condition of this Contract, City shall notify RFL
22 in writing of said breach and if RFL has not cured or begun reasonable
23 efforts to cure after fifteen (15) days of receipt of said notice, and
24 fails to diligently pursue corrective action, City shall have the
25 right to cancel this Contract for cause based on RFL's default. RFL
26 shall be responsible for any direct costs due to City's re -procurement
27 of the equivalent of the equipment or services cancelled from RFL.
28 RFL's liability for these excess costs shall not exceed the value of
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I the Purchase Order.
2 7. Confidential Information.
3 A. Access to Confidential Information. City may
4 provide RFL and/or its subcontractor with, or allow RFL access to,
5 certain information not available to the public concerning City, or
6 businesses located in City. The information may include company
7 information, taxes, sales, value of assets, or other such information.
8 All such information shall be known as "Confidential Information"and
9 may not be used to circumvent the responsibility of either party to
10 this Contract.
11 B. No Disclosure. Except as expressly permitted, RFL
12 and/or its subcontractor shall not disclose, permit the disclosure of,
13 release, disseminate, or transfer, whether orally or by any other
14 means, any part of such Confidential Information to any other person
15 or entity, whether corporate, governmental, or individual, without the
16 express prior written consent of an authorized representative of City.
17 RFL and/or its subcontractor shall return any written Confidential
18 Information and all copies made of such items to City upon City's
19 written request, but in any event not later than the date that RFL has
20 performed all services to be performed pursuant to this Contract. RFL
21 hereby agrees that such Confidential Information and any documents
22 provided may be used by RFL and/or its subcontractor only as
23 authorized by the City. RFL shall include a contract provision in its
24 contract with subcontractors that binds the subcontractors to this
25 non -disclosure requirement. RFL shall take reasonable measures to
26 avoid any disclosure of any such Confidential Information to any
27 unauthorized person.
28 C. Court Ordered Disclosure. RFL shall immediately
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I notify City of any court order or subpoena requiring disclosure of
2 Confidential Information, and shall cooperate with City's legal
3 counsel in responding to any such order or subpoena. RFL may only
4 disclose Confidential Information required to be disclosed pursuant to
5 court order or subpoena after legal counsel has exhausted any lawful
6 and timely appeal or challenge.
7 D. Remedies. In addition to any other remedies that
8 it may have at law or in equity, City shall be entitled to a temporary
9 and permanent injunction by a court of competent jurisdiction against
10 any breach or threatened breach of the Confidential Information
11 provisions of this Agreement. RFL acknowledges that in case of such
12 breach or threatened breach of said provisions, City would have no
13 adequate remedy at law.
14 8. Warranties. RFL warrants title to the TI Equipment
15 purchased hereunder and any part thereof to be free of any claim of
16 any security interest, lien or any encumbrance. RFL also warrants
17 that the equipment will be delivered new and shall be free from
18 defects in material and workmanship. RFL shall provide, at a minimum,
19 a one (1) year material warranty to begin upon acceptance of the TI
20 Equipment by City. All manufacturers' warranties, and any other
21 warranties made applicable by law, shall apply to City's purchase of
22 the above -referenced equipment.
23 9. Compliance with Laws. RFL shall strictly observe and
24 comply with all applicable federal, state, and local laws, ordinances
25 and regulations governing this sale, including but not limited to any
26 permit or license requirements of the United States Department of
27 Commerce, as well as any laws of the United States of.America.
28 10. Governing Law. The validity, interpretation and
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performance of this Contract'shall be controlled and construed under
the laws of the State of California.
11. Forum Selection. Any action brought relating to this
Contract shall be brought and held exclusively in a State Court in the
County of Los Angeles, California.
12. Notices. Notices to the parties, unless otherwise
requested in writing, shall be sent to:
City: THE CITY OF VERNON
ATTN: BRUCE V. MALKENHORST
CITY ADMINISTRATOR
4305 SANTA FE AVENUE
VERNON, CA 90058-0805
RFL: RFL ELECTRONICS INC.
ATTN: THOMAS DAHLIN, DIRECTOR OF SALES
353 POWERVILLE ROAD
BOONTON TWP., NJ 07005-9151
13. General Provisions
A. Independent Contractor. At all times during the
term of this Contract, RFL shall be an independent contractor and
shall not be an employee of the City. The City shall have the right
to control RFL only insofar as the results of RFL's services rendered
pursuant to this Contract; however, the City shall not have the right
to control the means by which RFL accomplishes services rendered
pursuant to the Contract except to the extent that such services
involve the use of City property or Confidential Information.
B. RFL Not Agent. Except as the City may specify in
writing, RFL shall have no authority, express or implied, to act on
behalf of the City in any capacity whatsoever as an agent. RFL shall
have no authority, expressed or implied, pursuant to this Contract to
bind the City to any obligation whatsoever.
Q
I C. Indemnification. RFL shall indemnify, defend,
2 protect and hold the City and its officers, agents and employees, free
3 and harmless from and against any and all claims, demands, losses,
4 damages, liabilities, fines, charges, penalties, orders, judgments and
5 all costs and expenses incurred in connection therewith, including
6 reasonable attorney's fees and costs of defense arising out of or
71 attributable to the negligent or wrongful acts of RFL or its
8 subcontractors, employees or agents in the performance of services
9 under this Contract, except to the extent arising from or caused by
10 the sole negligence or willful misconduct of the City, its officers,
11 agents or employees.
12 D. Insurance. RFL agrees to provide insurance in the
13 amounts and forms specified in Exhibit "B, which is attached hereto
14 and made a part hereof by reference. Comparable coverage shall be
15 provided for each subcontractor used in the performance of this
16 Contract. RFL shall submit to the City documentation indicating
171 compliance with these minimum requirements no less than one (1) day
18 prior to the beginning of performance under this Contract. RFL shall
19 not commence performance of its services under this Contract until the
20 above insurance has been obtained and proof of insurance has been
21 filed with and approved by the City.
22 E. Assignment and Subcontracting Prohibited. No
23 party to this Contract may assign or subcontract any right or
24 obligation pursuant to this Contract except as provided for in the
25 Quotation or with the express written consent of the other party. Any
261 other attempted or purported assignment of any right or obligation
271 pursuant to this Contract shall be void and of no effect.
28 F. Entire Agreement. This Contract constitutes the
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complete and final expression of the agreement of the parties and is
intended as a complete and exclusive statement of the terms of their
agreement and supersedes all prior and contemporaneous offers,
promises, representations, negotiations, discussions, communications
and agreements which may have been made in connection with the subject
matter hereof. All exhibits are incorporated by reference. RFL
represents that in entering into this Contract it has not relied on
any previous representations or understandings of any kind or nature.
G. Partial Invalidity. Wherever possible, each
provision hereof will be interpreted in such manner as to be effective
and valid under applicable law, but in case any one or more of the
provisions contained herein will, for any reason, be held to be
invalid, illegal or unenforceable in any respect, such provision will
be ineffective to the extent, but only to the extent of such
invalidity, illegality or unenforceability without invalidating the
remainder of such provision or provisions or any other provision
hereof, unless such a construction would be unreasonable or contrary
to the parties' intent as expressed in this Contract.
H. Time of the Essence. Time is of the essence in
the performance of this Contract and of each and every provision
hereof.
I. Risk of Loss. Risk of loss or damage shall pass
to the City upon delivery FOB the City.
J. Benefit of Agreement. This Contract shall bind
and benefit the parties hereto and their heirs, successors, and
permitted assigns.
K. Waiver. Any waiver at any time by either party of
its rights with respect to a default under this Contract, or with
-8-
.respect to any other matters arising in connection with this .Contract,
shall not be deemed a waiver with respect to subsequent default or
other matter.
L. Amendment. All changes or modifications to this
Contract shall be in writing stating that it is an amendment to this
Contract and shall be signed by both parties or their duly authorized
agents. This Contract shall not be modified through course of
dealing, usage or trade.
M. Force Majeure. Neither party shall be considered
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
terms "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, sabotage, federal, state, or municipal
action, statute, ordinance, or regulation, embargoes or 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 to due diligence has been unable to overcome. Either
party rendered unable to fulfill any of its obligations under this
Contract 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 Contract 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:
E LIVO, City A rney
CITY OF VERNON
By:
EONIS C. BURG, Mayor
By: /�Z
iv
Title- V i° �.•. clz l C r"o
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Quotation
Date:
March 18, 2003
Quote Number: CQ45324-11B" RFL Electronics Inc.
353 Powerville Road
Customer:
City of Vernon
Boonton Twp., NJ 07005-9151
4305 Santa fe Ave.
Vernon, CA 90058
Phone: (973)-334-3100
Fax: (973)-334-3863
Email: sales@rflelect.com
Attention:
Ali Nour
Reference: Existing Network
Phone:
(323) 583-8811 Ext. 316
RFL Drawing: CD45505 "C"
Fax:
(323) 826-1435
Inquiry Number:
Email:
Anour cCbcimemon.cams Inquiry Date: 12/4/2002
Item
Quantity Model
Description Unit Price Extension
IMM000 Tl EQUIPMENT
1
1 2000
RFL Rv=000 Tl Equipment to Turn a Two[2] Fiber Ring
CCM
Network into a Four[4] Fiber Ring Network and Additional $18,306 $18,306
Channel Modules for RS-232 Circuits per Equipment List A,
Sheet 3.
Note: At Leonis and Yberra Sub., Repeater Shelf may be
needed depending on the number of channel modules being
added to the self.
Each IMUX 2000 shelf contain 18 slots for both the common
cards and the channel module
Filed Service
2 1 2000 Two days of Field Service Engineering to convert Network $5,200 $5,200
CCM from 2-Fiber to 4-Fiber and to add additional Circuits.
CC: J. Ebrecht
Matzinger-keegan, Inc. Continued on nextpage
RG/ED
RFL ELECTRONICS INC.
Validity: Quote valid until Apra 17, 2003
Terms: Net 30 days By: '
FOB: a+
Delivery: 45 days after receipt of confirmed order Thomas Dahlin, Director of Sales
Any questions concerning this quotation, please contact Emmanuel Duvelson at Ext. 275 or at manny.duvelson@rflelect.com
All quotations are subject to the terms and conditions listed and subject to acceptance by RFL, unless otherwise stated.
ISO 9001 Registered Company
Sheet #: 2
Quote Number: CQ45324-"B"
Date: March 18, 2003 Inq
Item Quantity Model Description Unit Price Extension
Repeater Chassis Option
3 1 2000 RFL UV= 2000 Repeater Chassis to provide Added $3,130 $3,130
CCM Physical Slots, to be Connected to the Main Tl Chassis per
Equipment List B, Sheet 3. -
TOTAL =
Note: All drawings need to be corrected and updated to
reflect new network configuration.
$26,636
Sheet #: 3
Equipment List: 1 Date: March 18, 2003
Quote Number: CQ45324-"B" Inq #.:
IMUX 2000 T1 EQUIPMENT LIST
QUANTITY
A
B
C
DESCRIPTION
PART #
UNIT PRICE
IMUX 2000 T1
Equipment
Bus Repeater
Option
COMMON EQUIPMENT
T1 CHASSIS
9597-158524
$648
1
BRM MODULE
$248
2
MA-501 BRM Module 1/0
9547-15861
$189
2
OPTICAL INTERFACE
1300 NM SM LED OIA-1
9547-2001
$1,026
10
POWER SUPPLIES
2000 PS 48/125 DC
9547-920
$644
2
POWER SUPPLY 1/0
2000 PS ALARM 1/0 48/125VDC
9547-18804
$266
1
DATA MODULES
DA-911 2-Port Async Data Polling
9547-11591
$311
16
MA4021 2 Port RS-2321/0, DA-91
9547-16921
$189
16
CABLE & ACCESSORIES
BRM CABLE
106041
$54
1
4" Chassis Extender Bracket
103978-4
$23
2
UNIT PRICE
$18,306
$3,130
1
1
ITEM QUANTITY
$18,306
$3,130
EXTENDED PRICE
Quotation Number CQ-45324-"B"
Date: March 18, 2003
QUOTATION NOTES
Sheet #: 4
Inq #.:
1. One RFL Product manual will be provided with each order unless otherwise specified. An electronic copy of the manual will be
provided with each chassis assembly ordered up to a maximum of five[5] CD ROMs. One CD ROM will be supplied for modules or
customer service orders. Additional hard copy manuals are available at $100.00 U.S. each, net (F.O.B. Boonton Twp. New Jersey).
2. RFL's standard warranty is twelve [12] months from date of delivery for replacement of any part which fails during normal
operation or service. Should a part become defective, please call the Customer Service Department for a Return Material Authorization
(RMA) number prior to return to the factory, shipping charges prepaid, for replacement F.O.B. Boonton Twp, New Jersey.
3. Please note that should there be any delay in delivery which is attributable to the customer, RFL reserves the right to charge for
equipment storage from the time that the customer is first notified that the equipment is ready for shipment until such time as the
customer allows the equipment to be shipped.
4. The charge for source inspection (at the RFL Plant in Boonton Twp, New Jersey, U.S.A.) is $800.00 per diem. This does not
include traveling and living expenses for the person(s) witnessing the inspection which are the responsibility of the purchaser.
There will be 2 days(s) available without a per diem charge.
5. Please note drawing requests after receipt of an order can effect delivery as follows:
"Drawings for Reference" - Under these terms drawings will be submitted for general reference and minor corrections which only
involve wiring changes. Modules may not be added or deleted. Delivery will not be delayed
"Drawings for Approval" - Under these terms drawings will be submitted for system content and wiring approval. Manufacturing will
not proceed until approval drawings with comments are reviewed by RFL. In some cases re -submittal may be necessary. Our quoted
delivery will be based on the received final approval drawings signed by the approval engineer. For example, our quoted delivery may
be specified as "60 Days ARO". However, when approval drawings are required, the delivery then becomes "60 Days After Receipt of
Approved Drawings-.
When placing an order, please indicate which of the above terms apply to your purchase order.
6. Our Sales Representative and/or Regional Sales Manager for your area is:
Matzinger-Keegan, Inc. Regional Sales Manager
Mr. Jack Keegan Mr. James W. Ebrecht
2151 Michelson Dr., Ste 238 67685 Ridge View Drive
Irvine CA 92612-1312 Montrose, CO 81401
Tel: (949) 852-1006 Tel: (970) 252-9043
Fax: (949) 852-1446 Fax:. (970) 252-9063
Email: sales(a),mkirens,com Email: rtlwest(a,worldnet.att.net
I EXHIBIT B
2 INSURANCE SCHEDULE
3 RFL 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 Prope , 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
Non -Owned Automobiles $ 500,000 $1,000,000 $ 500,000
9 Workers' Compensation $ Statutory
10 Employers' Liability $1,000,000 per employer
11 11. General
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
Products - Completed Operations $1,000,000 $2,000,000 $1,000,000
15 Contractual Liability $1,000,000 $2,000,000 $1,000,000
16 Umbrella 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 or
attached to the standard certificate of insurance:
18
1. An endorsement naming the City of Vernon, its officers, and employees as additional insureds
19 under the policy.
2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or material
20 reduction .of coverage.
21 3. An endorsement providing coverage for all operations under this Contract.
4. Such other endorsement as may be required by addendum hereto.
22
b. In addition to the standard certificate of insurance, proof of general and professional liability coverage
23 shall be furnished in the form checked below. Only certification of the following proofs will be
24 accepted:
25 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
26 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 B