Resolution No. 8679
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RESOLUTION NO. 8679
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A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
AN AMENDMENT NO. ONE TRAFFIC SIGNAL MAINTENANCE
CONTRACT BY AND BETWEEN THE CITY OF VERNON AND
REPUBLIC ELECTRIC
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7 WHEREAS, on October 20, 2004, the City Council of the City
8 of Vernon adopted Resolution No. 8576 approving a Traffic Signal
9 Maintenance Contract (the "Agreement") with Republic Electric
10 ("Republic") to provide maintenance on traffic signals maintained by
11 the City and those new signals that may from time to time be installed
12 by the City during the life of the Agreement; and
13 WHEREAS, on February 16, 2005, the Finance Committee
14 considered the recommendation of Bruce V. Malkenhorst, the Director of
15 Finance, dated February 10, 2005, that an amendment to the Agreement
16 with Republic to modify contractual language to include provision for
17 arbitration and the forum in which disputes are adjudicated be
18 approved and executed; and
19 WHEREAS, the City Council of the City of Vernon has
20 determined that, pursuant to the provisions of subsection (a) of
21 Section 2.27 of the Vernon City Code, it is in the public interest and
22 necessity to enter into an amendment to the Agreement with Republic.
23 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
24 CITY OF VERNON AS FOLLOWS:
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SECTION 1:
The City Council of the City of Vernon hereby
26 finds and determines that the recitals contained hereinabove are true
27 and correct.
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SECTION 2:
The City Council of the City of Vernon hereby
1 approves the Amendment No. One to the Traffic Signal Maintenance
2 Contract with Republic Electric, in substantially the same form as the
3 copy which is attached hereto as Exhibit A and incorporated by
4 reference.
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SECTION 3:
The City Council of the City of Vernon hereby
.6 authorizes the Mayor to execute said Amendment for, and on behalf of,
7 the City of Vernon and the City Clerk is hereby authorized to attest
8 thereto.
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SECTION 4:
The City Council of the City of Vernon hereby
10 directs the City Clerk, or his designee, to send one fully executed
11 Amendment to:
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Republic Electric
Attn. James A. Wagner, Vice President
715 E. Debra Lane
Anaheim, CA 92805
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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 16th day of February, 2005.
ATTEST:
/-- /~
BRJCE V. MALKENHORST, City Clerk
~~?~wY' .
./?LEONIS c. MAL RG, Ma or
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1 STATE OF CALIFORNIA
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COUNTY OF LOS ANGELES
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I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do
hereby certify that the foregoing Resolution, being Resolution No.
8679, was duly adopted by the City Council of the City of Vernon at a
regular meeting of the City Council duly held on Wednesday,
February 16, 2005, and thereafter was duly signed by the Mayor of the
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City of Vernon.
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/~/~
BRUCE V. MALKENHORST, City Clerk
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EXHIBIT
A
1 AMENDMENT NO. ONE TO TRAFFIC SIGNAL MAINTENANCE CONTRACT
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3 THIS AMENDMENT NO. ONE TO THE TRAFFIC SIGNAL MAINTENANCE
4 CONTRACT (this "Amendment") is made, entered into and executed in
5 duplicate originals, either copy of which may be considered and used
6 as the original hereof for all purposes, as of this 16th day of
7 February, 2005, in the City of Vernon, County of Los Angeles,
8 California
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BY AND BETWEEN
THE CITY OF VERNON (hereinafter
referred to as the "City")
4305 Santa Fe Avenue
Vernon, CA 90058
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AND
REPUBLIC ELECTRIC (hereinafter
referred to as "Contractor")
7120 Redwood Blvd.
Novato, CA 94945-4114
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RECITALS
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WHEREAS, the City and Contractor are parties to a Traffic
Signal Maintenance Contract 2005 (the "Agreement") dated on or about
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January 25, 2005, wherein Contractor is to provide routine and
extraordinary maintenance on traffic signals maintained by the City and
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those new signals that may from time to time be installed by the City
during the life of the Agreement; and
WHEREAS, the City desires to amend the Agreement to include
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provision for arbitration and the forum in which disputes are to be
adjudicated which were inadvertently omitted from the Agreement; and
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WHEREAS, the City and Contractor desire to amend the
Agreement to add the additional language under the same terms and
conditions of the Agreement.
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NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS
1 SET FORTH HEREIN:
2 SECTION 1: The following language shall be added to the
3 Agreement as Sections 46 and 47:
4 Section 46. Forum
5 Any dispute related to this Contract shall be adjudicated in
6 a state court serving the County of Los Angeles, California.
7 Section 47. Arbitration
8 This Agreement shall be governed by the laws of the State of
9 California. The parties agree that any and all disputes arising out
10 of or in relation to this Contract, including without limitation any
11 action in tort, shall be resolved exclusively, finally and
12 conclusively by arbitration in Los Angeles County, California under
13 the auspices of and pursuant to the rules of the Judicial Arbitration
14 & Mediation Services Inc. (JAMS). Each party will select an
15 arbitrator. Those two arbitrators will then select a third. The
16 three member panel will make the final decision. All decisions of the
17 arbitrators shall be in writing, and the arbitrators shall provide
18 written reasons for their decision. The arbitration decision shall be
19 final and binding on the parties. Notwithstanding the foregoing, the
20 parties shall be permitted to access the court system to enforce any
21 arbitration award or to obtain injunctive relief. The exclusive
22 jurisdiction and venue for any such action shall be the Superior Court
23 of California, Los Angeles County. Any and all contracts between
24 Contractor and any subcontractor relating to this Agreement shall
25 include the same arbitration clause.
26 SECTION 2: Approval by City. This Amendment shall be
27 executed by a duly authorized representative of City following
28 approval of the terms of this Amendment by City in accordance with
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1 City policies and procedures.
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SECTION 3:
Remainder of Agreement. Except as specifically
3 modified herein, all terms and conditions of the Agreement are
4 unmodified and remain in full force and effect, and are hereby
5 ratified by the parties.
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SECTION 4:
Entire Agreement. The provisions of this
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Amendment shall constitute the entire agreement of the parties hereto
with respect to the subject matter included in this Amendment and
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shall supercede any other agreement, understanding or arrangement,
whether written or oral, between the parties with respect to the
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subject matter of this Amendment.
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IN WITNESS WHEREOF, the parties have caused this Amendment
No. One to be executed by and through their authorized officers on the
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date, month and year first written above.
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CITY OF VERNON
By:
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LEONIS C. MALBURG, Mayor
ATTEST:
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BRUCE V. MALKENHORST, City Clerk
APPROVED AS TO FORM:
ERIC T. FRESCH, City Attorney
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REPUBLIC ELECTRIC
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By:
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Print Name:
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Title:
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By:
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Print Name:
Title:
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SUPPORTING
DOCUMENTS
1 AMENDMENT NO. ONE TO TRAFFIC SIGNAL MAINTENANCE CONTRACT
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3 THIS AMENDMENT NO. ONE TO THE TRAFFIC SIGNAL MAINTENANCE
4 CONTRACT (this ~Amendment") is made, entered into and executed in
5 duplicate originals, either copy of which may be considered and used
6 as the original hereof for all purposes, as of this 16th day of
7 February, 2005, in the City of Vernon, County of Los Angeles,
8 California
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BY AND BETWEEN
THE CITY OF VERNON (hereinafter
referred to as the ~City")
4305 Santa Fe Avenue
Vernon, CA 90058
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AND
REPUBLIC ELECTRIC (hereinafter
referred to as "Contractor")
7120 Redwood Blvd.
Novato, CA 94945-4114
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RECITALS
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WHEREAS, the City and Contractor are parties to a Traffic
Signal Maintenance Contract 2005 (the ~Agreement") dated on or about
January 25, 2005, wherein Contractor is to provide routine and
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extraordinary maintenance on traffic signals maintained by the City and
those new signals that may from time to time be installed by the City
during the life of the Agreement; and
WHEREAS, the City desires to amend the Agreement to include
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provision for arbitration and the forum in which disputes are to be
adjudicated which were inadvertently omitted from the Agreement; and
WHEREAS, the City and Contractor desire to amend the
Agreement to add the additional language under the same terms and
conditions of the Agreement.
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NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS
1 SET FORTH HEREIN:
2 SECTION 1: The following language shall be added to the
3 Agreement as Sections 46 and 47:
4 Section 46. Forum
5 Any dispute related to this Contract shall be adjudicated in
6 a state court serving the County of Los Angeles, California.
7 Section 47. Arbitration
8 This Agreement shall be governed by the laws of the State of
9 California. The parties agree that any and all disputes arising out
10 of or in relation to this Contract, including without limitation any
11 action in tort, shall be resolved exclusively, finally and
12 conclusively by arbitration in Los Angeles County, California under
13 the auspices of and pursuant to the rules of the Judicial Arbitration
14 & Mediation Services Inc. (JAMS). Each party will select an
15 arbitrator. Those two arbitrators will then select a third. The
16 three member panel will make the final decision. All decisions of the
17 arbitrators shall be in writing, and the arbitrators shall provide
18 written reasons for their decision. The arbitration decision shall be
19 final and binding on the parties. Notwithstanding the foregoing, the
20 parties shall be permitted to access the court system to ~nforce any
21 arbitration award or to obtain injunctive relief. The exclusive
22 jurisdiction and venue for any such action shall be the Superior Court
23 of California, Los Angeles County. Any and all contracts between
24 Contractor and any subcontractor relating to this Agreement shall
25 include the same arbitration clause.
26 SECTION 2: Approval by City. This Amendment shall be
27 executed by a duly authorized representative of City following
28 approval of the terms of this Amendment by City in accordance with
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1 City policies and procedures.
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SECTION 3:
Remainder of Agreement. Except as specifically
3 modified herein, all terms and conditions of the Agreement are
4 unmodified and remain in full force and effect, and are hereby
5 ratified by the parties.
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SECTION 4:
Entire Agreement. The provisions of this
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Amendment shall constitute the entire agreement of the parties hereto
with respect to the subject matter included in this Amendment and
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shall supercede any other agreement, understanding or arrangement,
whether written or oral, between the parties with respect to the
subject matter of this Amendment.
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IN WITNESS WHEREOF, the parties have caused this Amendment
No. One to be executed by and through their authorized officers on the
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date, month and year first written above.
CITY OF VERNON
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By: ... . u.. .
-~ar.
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BRUCE V. MALKENHORST, City Clerk
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APPROVED AS TO FORM:
ERIC ~R~ Attorney
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By:
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Print
:C~flsJn
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Title:
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