Resolution No. 10105RESOLUTION NO. 10,105
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION
OF A VEHICLE PURCHASE AGREEMENT BY AND BETWEEN
THE CITY OF VERNON AND PETRELLI ELECTRIC, INC.
FOR THE PURCHASE OF A 2008 FORD E350 SUPER D VAN
CONVERSION FOR THE LIGHT AND POWER DEPARTMENT
WHEREAS, on October 5, 2009, the City'Council of the City
of Vernon adopted Resolution No. 10,077 authorizing the Purchasing
Agent to enter into exclusive negotiations with Petrelli Electric,
Inc. ("Petrelli") for the purchase of a substation maintenance
vehicle, a 2008 Ford E350 Super D Van Conversion (the "Vehicle");
and
WHEREAS, by memo dated November 18, 2009, the Director of
Light & Power recommends the City enter into an agreement with
Petrelli for the purchase of the Vehicle setting forth the terms and
conditions; and
WHEREAS, the City Council of the City of Vernon has
determined that, pursuant to the provisions of subsection (b)(1) of
Section 2.27 of the Vernon City Code, it is in the public interest
and necessity to enter into an agreement with Petrelli for the
purchase of the Vehicle which is currently being leased by the City
for use by the Light & Power Department.
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 does
hereby find and determine that the recitals contained hereinabove
are true and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the agreement between the City of Vernon and Petrelli for
the purchase of the Vehicle, a copy of which is attached hereto as
Exhibit A and incorporated by reference.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor or Mayor Pro-Tem to execute said Agreement for,
and on behalf of, the City of Vernon and the City Clerk, or Deputy
City Clerk, is hereby authorized to attest thereto.
SECTION 4: The City Council of the City of Vernon hereby
authorizes the City Administrator, or his designee, to take whatever
actions are deemed necessary or desirable for the purpose of
implementing and carrying out the purposes of this Resolution and
the transactions herein approved or authorized.
SECTION 5: The City Council of the City of Vernon hereby
directs the City Clerk, or her designee, to send a fully executed
Agreement to Petrelli.
SECTION 6: The City Clerk of the City of Vernon shall
certify to the passage, approval and adoption of this resolution,
and the City Clerk of the City of Vernon shall cause this resolution
and the City Clerk's certification to be entered in the File of
Resolutions of the Council of this City.
APPROVED AND ADOPTED this 23rd day of November, 2009.
ATTEST:
MA -A GIRON, -ity Clerk
6 V�b ��ifi
Name: Hilario Gonzales
Title: Mayor
2
STATE OF CALIFORNIA )
) " ss
COUNTY OF LOS ANGELES )
I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby
certify that the foregoing Resolution, being Resolution No. 10,105,
was duly passed, approved and adopted by the City Council of the
City of Vernon at a regular meeting of the City Council duly held on
Monday, November 23, 2009, and thereafter was duly signed by the
Mayor or Mayor Pro-Tem of the City of Vernon.
Executed this2;3"I day of November, 2009, at Vernon,
California.
(SEAL)
r
MANUELA GI N, -ity Clerk
3
VEHICLE PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT ("Agreement") is made as of
, 2009 (the "Effective Date") by and between the CITY OF
VERNON ("City"), a charter city and municipal corporation, and PETRELLI ELECTRIC,
INC., a California corporation ("Seller") (collectively, the "Parties").
RECITALS
A. WHEREAS, City desires to acquire the vehicle and all accompanying
personal property (the "Vehicle") more fully described in Exhibit A, attached
hereto and incorporated herein by this reference.
B. WHEREAS, Seller desires to sell said Vehicle to City in accordance with
the terms and conditions set forth below.
NOW, THEREFORE, the Parties agree as follows:
1. Purchase of Vehicle and Related Equipment. Seller agrees to sell and deliver to
City, and City agrees to purchase and accept from Seller, the Vehicle described in
Exhibit A for the total purchase price set forth in Section 2.
2. Purchase Price. City, upon final inspection and acceptance of Vehicle, agrees to
pay Seller the total purchase price of $45,000.00. Seller shall submit an invoice for the
total purchase price to City. City shall pay the invoice within thirty (30) days following
receipt of such invoice; provided, however, that City shall not be obligated to pay
anything if the City gives Seller notice pursuant to Section 9 and returns the Vehicle to
Seller at 2323 E. Vernon Avenue, Vernon, CA within fifteen (15) days of the Date of
Delivery.
3. Representations and Warranties of Seller. - Seller makes the following
representations and warranties to City:
A. Authority and Consent. Seller has the right, power, legal capacity, and
authority to enter into and perform its obligations under this Agreement. No
approvals or consents of any persons are necessary in connection with Seller's
execution, delivery, and performance of this Agreement, except for such as have
been obtained on or prior to the Effective Date hereof. The execution, delivery,
and performance of this Agreement by Seller have been duly authorized by all
necessary action on the part of Seller and constitute the legal, valid, and binding
obligations of Seller, enforceable against Seller in accordance with their
respective terms. The person or persons executing this Agreement on behalf of
Seller warrants and represents that he or she has the authority to bind Seller to
the performance of its obligations hereunder.
12720-0007\ 1177871 v2.doc
B . Title and Operating Condition. Seller has good and marketable title to the
Vehicle. The Vehicle is free and clear of any restrictions on or conditions to
transfer or assignment, and City will acquire absolute title to the Vehicle free and
clear of liens, pledges, charges, encumbrances, equities, claims, covenants,
conditions and restrictions except for such as may be created or granted by City.
The Vehicle is in good operating condition, is free of any defects, and is in
conformity with the specifications, descriptions, representations and warranties
set forth in the this Agreement. Seller is aware that City is purchasing the
Vehicle for use in the maintenance of City's Substation Group and is relying on
Seller's warranties that the Vehicle is fit for this purpose and the ordinary
purposes for which the Vehicle is normally used.
C. Full Disclosure. None of the representations and warranties made by
Seller in this Agreement contains any untrue statement of a material fact, or
omits to state a material fact necessary to make the statements made, in light of
the circumstances under which they were made, not misleading.
D. Manufacturer's Warranties. Seller shall use its best efforts to obtain for
City all warranties applicable to the Vehicle, including, without limitation, any
warranties provided by the manufacturer of the vehicle, the manufacturer or
installer of any replacement parts, and the manufacturer or installer of the
personal property that is being transferred to City pursuant to this Agreement.
However, seller shall have no liability on account of said warranties should the
manufacturer or installer refuse to transfer any said warranties.
6. Date and Place of Delivery. Seller shall deliver the Vehicle to City, and City shall
take possession of the Vehicle, on or before December 1, 2009. The Vehicle shall be
delivered to the City Garage, located at 4305 Santa Fe Avenue Vernon, California
90058. "Date of Delivery" shall mean the actual date upon which delivery is made to the
City at the designated location.
7. Conveyance of Title. Seller shall convey title to City upon delivery of the Vehicle
to City. Seller agrees and covenants to execute all documents presented by City that
are necessary to finalize transfer of Vehicle title and registration to City.
8. Title and Risk of Loss. Title to and risk of loss, damage and destruction of the
Vehicle shall remain with Seller until after final inspection and acceptance of the Vehicle
by City pursuant to Section 9.
9. Inspection and Acceptance. City shall inspect the Vehicle at the time and place
of delivery. Such inspection may include reasonable tests and use of the Vehicle by
City. If, in the sole and absolute determination of City, the Vehicle fails to conform to
this Agreement in any manner, City shall so notify Seller within ten (10) days of the Date
of Delivery. If City fails to provide such notice, the Vehicle shall be deemed accepted by
City as of the Date of Delivery. If City returns the Vehicle to Seller following such
2
12720-0007\1177871v2.doc
inspection, City -shall return the Vehicle in the same condition it was in when delivered to
City.
10. Delivery of Documents. Seller shall deliver to City all original factory and
aftermarket manuals, policies, procedures, guidelines and records pertaining to the
Vehicle no later than thirty (30) days after receiving payment of the purchase price from
City.
11. Survival of Representations and Warranties. All representations, warranties,
covenants and agreements of the Parties contained in this Agreement shall survive the
execution, delivery, and performance of this Agreement.
12. Assignment. Seller shall not assign the performance of this Agreement, nor any
part thereof, nor any monies due hereunder, without prior written consent of City. Any
assignment of this Agreement made in violation of this Section is invalid and void.
13. Indemnification. Seller agrees to indemnify, defend, protect, and hold harmless
City, its officials, officers, employees, agents and volunteers from and against any and
all loss, damages, liability, claims, suits, costs and expenses whatsoever, including
reasonable attorneys' fees, regardless of the merit or outcome of any such claim or suit,
arising from the performance of this Agreement. If any such claim arises out of City's
negligent use of the Vehicle, then this paragraph shall not apply.
14. Entire Agreement. This Agreement contains the entire understanding between
the parties relating to the obligations of the parties described in this Agreement. All
prior or contemporaneous agreements, understandings, representations and
statements, oral or written, are merged into this Agreement and shall be of no further
force or effect. This Agreement may be amended only by a written instrument signed
by both City and Seller.
15. Severability. Wherever possible, each provision of this Agreement shall be
interpreted in such a manner as to be valid under applicable law. If any provision of this
Agreement is determined by a court to be invalid, void or unenforceable, the remaining
provisions shall nevertheless continue in full force and effect.
16. Governing Law. City and Seller understand and agree that the domestic laws of
the State of California shall govern the rights, obligations, duties and liabilities of the
parties to this Agreement and also govern the interpretation of this Agreement. Any
litigation concerning this Agreement shall take place in the municipal, superior, or
federal district court with geographic jurisdiction over City.
17. Headings and Captions. The headings and captions used in this Agreement are
for convenience only and shall in no way define, limit or describe the scope or intent of
this Agreement or any part of it.
3
12720-0007\1177871v2.doc
18. Notices. All notices, bills, and invoices required by this Agreement shall be
deemed given: (i) on the day of delivery if delivered by hand during regular business
hours; or (ii) on the third business day following deposit in the United States Mail, if
given by certified or registered mail, postage prepaid, return receipt requested,
addressed to the party at the addresses set forth below:
City: City of Vernon
4305 S. Santa Fe Avenue
Vernon, CA 90058
Attention: City Administrator
Seller: Petrelli Electric, Inc.
1615 Davenport Road
Aqua Dulce, CA 91390
Attention:
IN WITNESS WHEREOF, the parties have signed this Agreement as of the date
stated in the introductory clause.
SELL
Pet Ili E
c
By.
Name. _
Title:
By:
Name: _
Title:
4
12720-0007\1177871v2.aoc
CITY:
City of Vernon
Mayor/ Mayor Pro-Tem
Attest:
Manuela Giron, City Clerk
Approved as to form:
Laurence S. Wiener, City Attorney
EXHIBIT A
VEHICLE SPECIFICATIONS
Vehicle to be purchased by City:
2008 Ford E350 Super D van conversion
VIN#1 F2DSE35P28DA40047
Mileage: 6,394
Vehicle includes:
• Emergency lights
• Radio equipment (Motorola VHF radio)
• Body with shelving and hot stick racks on the inside
• Two Federal arrow stick controllers on rear doors
• Whelan light bar installed on roof
• Receiver hitch on rear bumper for towing
• 2500 watt inverter
5
12720-0007\1177871v2.doc
OFFICE OF THE CITY CLERK
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
November 24, 2009
Petrelli Electric
1615 Davenport Road
Aqua Dulce, CA 91390
Re: Vehicle Purchase Agreement
Dear Mr. Petrelli:
Transmitted herewith is a fully executed agreement as referenced
above, approved by City Council on November 23, 2009, through
Resolution No. 10,105.
If you have any questions regarding this matter, please call Mr.
Donal O'Callaghan, at (323) 583-8811 ext. 834.
wry truly yours,
e
Nelly Gi n
City Clerk
NG:dj
c: Donal O'Callaghan
Purchasing Department
Resolution No. 10,105
Agreement No. 09-134
Exclusively Industrial
VEHICLE PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT ("Agreement") is made as of
2009 (the "Effective Date") by and between the CITY OF
VERNON (Tit)"), -"a charter city and municipal corporation, and PETRELLI ELECTRIC,
INC., a California corporation ("Seller") (collectively, the "Parties").
RECITALS
A. WHEREAS, City desires to acquire the vehicle and all accompanying
personal property (the "Vehicle") more fully described in Exhibit A, attached
hereto and incorporated herein by this reference.
B. WHEREAS, Seller desires to sell said Vehicle to City in accordance with
the terms and conditions set forth below.
NOW, THEREFORE, the Parties agree as follows:
1. Purchase of Vehicle and Related Equipment. Seller agrees to sell and deliver to
City, and City agrees to purchase and accept from Seller, the Vehicle described in
Exhibit A for the total purchase price set forth in Section 2.
2. Purchase Price. City, upon final inspection and acceptance of Vehicle, agrees to
pay Seller the total purchase price of $45,000.00. Seller shall submit an invoice for the
total purchase price to City. City shall pay the invoice within thirty (30) days following
receipt of such invoice; provided, however, that City shall not be obligated to pay
anything if the City gives Seller notice pursuant to Section 9 and returns the Vehicle to
Seller at 2323 E. Vernon Avenue, Vernon, CA within fifteen (15) days of the Date of
Delivery.
3. Representations and Warranties of Seller. Seller makes the following
representations and warranties to City:
A. Authority and Consent. Seller has the right, power, legal capacity, and
authority to enter into and perform its obligations under this Agreement. No
approvals or consents of any persons are necessary in connection with Seller's
execution, delivery, and performance of this Agreement, except for such as have
been obtained on or prior to the Effective Date hereof. The execution, delivery,
and performance of this Agreement by Seller have been duly authorized by all
necessary action on the part of Seller and constitute the legal, valid, and binding
obligations of Seller, enforceable against Seller in accordance with their
respective terms. The person or persons executing this Agreement on behalf of
Seller warrants and represents that he or she has the authority to bind Seller to
the performance of its obligations hereunder.
12720-0007\ 1177871 v2.doc
B. Title and Operating Condition. Seller has good and marketable title to the
Vehicle. The Vehicle is free and clear of any restrictions on or conditions to
transfer or assignment, and City will acquire absolute title to the Vehicle free and
clear of liens, pledges, charges, encumbrances, equities, claims, covenants,
conditions and restrictions except for such as may be created or granted by City.
The Vehicle is in good operating condition, is free of any defects, and is in
conformity with the specifications, descriptions, representations and warranties
set forth in the this Agreement. Seller is aware that City is purchasing the
Vehicle for use in the maintenance of City's Substation Group and .is relying on
Seller's warranties that the Vehicle is fit for this purpose and the ordinary
purposes for which the Vehicle is normally used.
C. Full Disclosure. None of the representations and warranties made by
Seller in this Agreement contains any untrue statement of a material fact, or
omits to state a material fact necessary to make the statements made, in light of
the circumstances under which they were made, not misleading.
D. Manufacturer's Warranties. Seller shall use its best efforts to obtain for
City all warranties applicable to the Vehicle, including, without limitation, any
warranties provided by the manufacturer of the vehicle, the manufacturer or
installer of any replacement parts, and the manufacturer or installer of the
personal property that is being transferred to City pursuant to this Agreement.
However, seller shall have no liability on account of said warranties should the
manufacturer or installer refuse to transfer any said warranties.
6. Date and Place of Delivery. Seller shall deliver the Vehicle to City, and City shall
take possession of the Vehicle, on or before December 1, 2009. The Vehicle shall be
delivered to the City Garage, located at 4305 Santa Fe Avenue Vernon, California
90058. "Date of Delivery" shall mean the actual date upon which delivery is made to the
City at the designated location.
7. Conveyance of Title. Seller shall convey title to City upon delivery of the Vehicle
to City. Seller agrees and covenants to execute all documents presented by City that
are necessary to finalize transfer of Vehicle title and registration to City.
8. Title and Risk of Loss. Title to and risk of loss, damage and destruction of the
Vehicle shall remain with Seller until after final inspection and acceptance of the Vehicle
by City pursuant to Section 9.
9. Inspection and Acceptance. City shall inspect the Vehicle at the time and place
of delivery. Such inspection may include reasonable tests and use of the Vehicle by
City. If, in the sole and absolute determination of City, the Vehicle fails to conform to
this Agreement in any manner, City shall so notify Seller within ten (10) days of the Date
of Delivery. If City fails to provide such notice, the Vehicle shall be deemed accepted by
City as of the Date of Delivery. If City returns the Vehicle to Seller following such
2
12720-0007\ 1177871 v2.doc
inspection, City shall return the Vehicle in the same condition it was in when delivered to
City.
10. Delivery of Documents. Seller shall deliver to City all original factory and
aftermarket manuals, policies, procedures, guidelines and records pertaining to the
Vehicle no later than thirty (30) days after receiving payment of the purchase price from
City.
11. Survival of Representations and Warranties. All representations, warranties,
covenants and agreements of the Parties contained in this Agreement shall survive the
execution, delivery, and performance of this Agreement.
12. Assignment. Seller shall not assign the performance of this Agreement, nor any
part thereof, nor any monies due hereunder, without prior written consent of City. Any
assignment of this Agreement made in violation of this Section is invalid and void.
13. Indemnification. Seller agrees to indemnify, defend, protect, and hold harmless
City, its officials, officers, employees, agents and volunteers from and against any and
all loss, damages, liability, claims, suits, costs and expenses whatsoever, including
reasonable attorneys' fees, regardless of the merit or outcome of any such claim or suit,
arising from the performance of this Agreement. If any such claim arises out of City's
negligent use of the Vehicle, then this paragraph shall not apply.
14. Entire Agreement. This Agreement contains the entire understanding between
the parties relating to the obligations of the parties described in this Agreement. All
prior or contemporaneous agreements, understandings, representations and
statements, oralor written, are merged into this Agreement and shall be of no further
force or effect. This Agreement may be amended only by a written instrument signed
by both City and Seller.
15. Severability. Wherever possible, each provision of this Agreement shall be
interpreted in such a manner as to be valid under applicable law. If any provision of this
Agreement is determined by a court to be invalid, void or unenforceable, the remaining
provisions shall nevertheless continue in full force and effect.
16. Governing Law. City and Seller understand and agree that the domestic laws of
the State of California shall govern the rights, obligations, duties and liabilities of the
parties to this Agreement and also govern the interpretation of this Agreement. Any
litigation concerning this Agreement shall take place in the municipal, superior, or
federal district court with geographic jurisdiction over City.
17. Headings and Captions. The headings and captions used in this Agreement are
for convenience only and shall in no way define, limit or describe the scope or intent of
this Agreement or any part of it.
3
12720-0007\1 177871Q.doc
18. Notices. All notices, bills, and invoices required by this Agreement shall be
deemed given: (i) on the day of delivery if delivered by hand during regular business
hours; or (ii) on the third business day following deposit in the United States Mail, if
given by certified or registered mail, postage prepaid, return receipt requested,
addressed to the party at the addresses set forth below:
City: City of Vernon
4305 S. Santa Fe Avenue
Vernon, CA 90058
Attention: City Administrator
Seller: Petrelli Electric, Inc.
1615 Davenport Road
Aqua Dulce, CA 91390
Attention:
IN WITNESS WHEREOF, the parties have signed this Agreement as of the date
stated in the introductory clause.
SEL CITY:
P relli EI City of Vernon
By: �m�
Name. al e,- i Mayor/ Mayor Pro- em
Title: i f i'o n rya _ 1- L-
A test:
By:
Name:-'�
Title: Manuela Giron, City rlerk
Ap ove s to form:
aurence S. Wiener, City Attorney
4
12720-0007\1177871v2.doc
EXHIBIT A
EXHIBIT A
VEHICLE SPECIFICATIONS
Vehicle to be purchased by City:
2008 Ford E350 Super D van conversion
VIN#1 F2DSE35P28DA40047
Mileage: 6,394
Vehicle includes:
• Emergency lights
• Radio equipment (Motorola VHF radio)
Body with shelving and hot stick racks on the inside
• Two Federal arrow stick controllers on rear doors
• Whelan light bar installed on roof
• Receiver hitch on rear bumper for towing
• 2500 watt inverter
5
12720-0007\1 17787 1 vldoc
APPROVED NOV 23109 CITY COUNCIL
STAFF REPORT
CITY CLERWSOFFIC LIGHT & POWER
DATE: November 23, 2009 rA
TO: Mayor and City Council 7\11'\
FROM: Donal O'Callaghan, Director of Light& Power
RE: Purchase of Petrelli Electric Substation Vehicle
2008 Ford E350 Super D Van conversion
City Council approved Resolution No. 10,077, on October 5, 2009,
to enter into exclusive negotiations with Petrelli Electric for
the purchase of a 2008 Ford E350 Super D Van conversion for the
Light & Power Department.
Based on the outcome of the negotiations, Petrelli Electric has
agreed to sell their substation vehicle to the City for a total
purchase price of $45,000.00. The City Attorney has reviewed
and approved the attached Vehicle Purchase Agreement as to form.
RECOMMENDATION:
To purchase the Petrelli vehicle for the total purchase price of
$45,000.00 in accordance with the terms and conditions on the
attached Vehicle Purchase Agreement which has been signed by Sal
Petrelli of Petrelli Electric.
FISCAL IMPACT
Funds have been allocated in the Light & Power Department 2009-
2010 Budget under Capital Funds.
DO: CRF:ah
C EIV,D
NOV 1 8 2009
BY:Lk- 3A5
Interoffice
Light & PoNver Department
DATE: November 18, 2009
TO: Donal O'Callaghan
Director of Light & Powe(39
FROM: Carlos R. Fandino, jr.
Transmission & Distribution Manager
SUBJECT: Purchase of Petrelli Electric Substation Vehicle
2008 Ford E350 Super D van conversion
VIN#1 F2DSE35P28DA40047
Memorandum
City Council approved Resolution No. 10,077, on October 5, 2009, to enter into exclusive
negotiations with Petrelli Electric for the purchase of a 2008 Ford E350 Super D Van
conversion for the Light & Power Department.
Based on the outcome of our negotiations, Petrelli Electric has agreed to sell their
substation vehicle to the City for a total purchase price of $45,000.00.
Richards/Watson/Gershon has reviewed and approved to form the Vehicle Purchase
Agreement with revisions (see attached email communications). Attached are two
original agreements signed by Petrelli Electric for the purchase of the vehicle.
It is recommended that the Vehicle Purchase Agreement be placed on the City Council
agenda for consideration at the November 23, 2009 meeting.
Please call me if you have any questions.
CRF:ah
Attachments
C: L&P Document Control �CEIVr- --
E�
NOV 1 8 2009_
$0
Y.
�i-�s�ro.
CITY ATTORNEY'S OFFICE
MEMORANDUM
TO: Donal O'Callaghan, City Administrator
FROM: Katrina C. Gonzales, Assistant City Attorney
CC: Laurence S. Wiener, City Attorney
Gena M. Stinnett, Assistant City Attorney
Carlos Fandino, Transmission and Distribution Manager
DATE: November 5, 2009
SUBJECT: Petrelli Electric, Inc. Vehicle Purchase Agreement - Approved as to Form
The City Attorney's office has reviewed the vehicle purchase agreement between the City and
Petrelli Electric, Inc. and has approved it as to form.
12720-0007\1185485vl.doc
Hunter, Audra
From: Fandino, Carlos
Sent: Tuesday, November 17, 2009 3:20 PM
To: Hunter, Audra
Subject: FW: Petrelli: (1) Vehicle purchase & (2) Substation Maintenance Group
Attachments: Petrelli used vehicle purchase agreement.DOC
-----Original Message -----
From: Katrina Gonzales [mailto:KGonzales@rwglaw.com]
Sent: Wednesday, October 28, 2009 9:52 AM
To: Fandino, Carlos
Subject: RE: Petrelli: (1) Vehicle purchase & (2) Substation Maintenance Group
I attached a new version incorporating the changes below. Please fill in the address of the
City's garage and the delivery date, as I do not have that information.
Let me know if you need anything else.
-----Original Message -----
From: Fandino, Carlos [mailto:CFandino@ci.vernon.ca.us]
Sent: Wednesday, October 28, 2009 9:44 AM
To: Katrina Gonzales
Subject: RE: Petrelli: (1) Vehicle purchase & (2) Substation Maintenance Group
Will I get a new contract for him to sign?
-----Original Message -----
From: Katrina Gonzales [mailto:KGonzales@rwglaw.com]
Sent: Wednesday, October 28, 2009 9:31 AM
To: Fandino, Carlos
Cc: "Callaghan, Donal; Laurence S. Wiener; Tolmasoff, Robin; Gena Stinnett; Muro,
Evangelina; Sal Petrelli; Cindy Petrelli
Subject: RE: Petrelli: (1) Vehicle purchase & (2) Substation Maintenance Group
Good morning Carlos,
The suggested changes to paragraphs 5.D and 9 are fine. However, for paragraph 13, please
amend the language as follows:
"Seller agrees to indemnify, defend, protect, and hold harmless City, its officials,
officers, employees, agents and volunteers from and against any and all loss, damages,
liability, claims, suits, costs and expenses whatsoever, including reasonable attorneys'
fees, regardless of the merit or outcome of any such claim or suit, arising from the
performance of this Agreement. If any such claim arises out of the City's negligent use of
the vehicle, then this paragraph shall not apply."
Let me know if you have any questions.
Thanks,
Katrina
-----Original Message -----
From: Fandino, Carlos[mailto:CFandino@ci.vernon.ca.us]
Sent: Thursday, October 22, 2009 2:50 PM
To: Katrina Gonzales
Cc: O'Callaghan, Donal; Laurence S. Wiener; Tolmasoff, Robin; Gena Stinnett; Muro,
Evangelina; Sal Petrelli; Cindy Petrelli
Subject: RE: Petrelli: (1) Vehicle purchase & (2) Substation Maintenance Group
Petrelli Electric has reviewed the contract and is requesting considerations to the following
Sections. Please read and review and advise if the contract will change. Thanks.....
Paragraph 5.D = Add: " However, Seller shall have no liability on account of said warranties
should the manufacture or installer refuse to transfer any said warranties"
Paragraph 9. = Add: "If City returns the vehicle following such inspection, it shall return
the vehicle in the same conditions as it was in when delivered to the City."
Paragraph 13. = Add: "If any such claim arises out of the use of the vehicle by City, then
this paragraph shall be void and have no further force or effect."
Carlos R. Fandino Jr.
Transmission & Distribution Manager
City of Vernon
4305 Santa Fe Ave.
Vernon, Ca. 90058
www.cityofvernon.org
W 323-583-8811 Ext 573
-----Original Message -----
From: Katrina Gonzales [mailto:KGonzales@rwglaw.com]
Sent: Monday, October 12, 2009 1:18 PM
To: Fandino, Carlos
Cc: O'Callaghan, Donal; Laurence S. Wiener; Tolmasoff, Robin; Gena Stinnett; Muro, Evangelina
Subject: RE: Petrelli: (1) Vehicle purchase & (2) Substation Maintenance Group
Carlos,
Please find attached the purchase agreement. I highlighted two sections in the agreement
where the City needs to provide additional information:
Section 2: Provide the address of the City Garage Section 6: Provide a delivery date by
which Petrelli must deliver the vehicle to the City.
Let me know if you have any questions.
Thanks,
Katrina
2
`Hunter, Audra
From: Muro, Evangelina
Sent: Tuesday, November 17, 2009 2:38 PM
To: Hunter, Audra
Subject: FW: Petrelli: (1) Vehicle purchase & (2) Substation Maintenance Group
-----Original Message -----
From: Fandino, Carlos
Sent: Thursday, October 22, 2009 2:50 PM
To: 'Katrina Gonzales'
Cc: O'Callaghan, Donal; Laurence S. Wiener; Tolmasoff, Robin; Gena Stinnett; Muro,
Evangelina; Sal Petrelli; Cindy Petrelli
Subject: RE: Petrelli: (1) Vehicle purchase & (2) Substation Maintenance Group
Petrelli Electric has reviewed the contract and is requesting considerations to the following
Sections. Please read and review and advise if the contract will change. Thanks.....
Paragraph 5.13 = Add:." However, Seller shall have no liability on account of said warranties
should the manufacture or installer refuse to transfer any said warranties"
Paragraph 9. = Add: "If City returns the vehicle following such inspection, it shall return
the vehicle in the same conditions as it was in when delivered to the City."
Paragraph 13. = Add: "If any such claim arises out of the use of the vehicle by City, then
this paragraph shall be void and have no further force or effect."
Carlos R. Fandino Jr.
Transmission & Distribution Manager
City of Vernon
4305 Santa Fe Ave.
Vernon, Ca. 90058
www.citvofvernon.org
W 323-583-8811 Ext 573
-----Original Message -----
From: Katrina Gonzales [mailto:KGonzales@rwglaw.com]
Sent: Monday, October 12, 2009 1:18 PM
To: Fandino, Carlos
Cc: O'Callaghan, Donal; Laurence S. Wiener; Tolmasoff, Robin; Gena Stinnett; Muro, Evangelina
Subject: RE: Petrelli: (1) Vehicle purchase & (2) Substation Maintenance Group
Carlos,
Please find attached the purchase agreement. I highlighted two sections in the agreement
where the City needs to provide additional information:
1
Section 2: Provide the address of the City Garage Section 6
which Petrelli must deliver the vehicle to the City.
Let me know if you have any questions.
Thanks,
Katrina
> -----Original Message -----
> From: Gena Stinnett
> Sent: Tuesday, September 29, 2009 5:25 PM
> To: Eva Muro (E-mail); Carlos Fandino (E-mail)
> Cc: Donal O'Callaghan (E-mail); Laurence S. Wiener;
Gonzales
Provide a delivery date by
Robin M. Tolmasoff (E-mail); Katrina
> Subject: Petrelli: (1) Vehicle purchase & (2) Substation Maintenance Group
>
> Hi Eva and Carlos,
> I spoke with Donal, and here is the plan regarding Petrelli:
> 1. Vehicle purchase: Eva, please prepare a resolution authorizing the purchasing agent to
enter into exclusive negotiations with Petrelli for the purchase of the maintenance vehicle
described in the staff report in accordance with VCC section 2.29-3. I will provide comments
on the staff to make it consistent with this change of direction, and send to Robin for
revision. RWG will then prepare a purchase agreement for the used vehicle. Carlos - please
provide a detailed inventory of the items being purchased for inclusion in the purchase
agreement.
> 2. Substation Maintenance Group: No action by the City Council is required. The Petrelli
agreement allows the City to discontinue use of Petrelli personnel with notice, which the
City Administrator has already given under his authority granted in the resolution approving
the original Petrelli agreement. The report to the City Council will be a "read and file"
report, and will not be listed on the agenda as a specific agenda item (unless I hear
otherwise from Donal that he would like to have discussion on the topic). Per Donal's
request, I'll send suggested staff report revisions to Robin.
> Gena M. Stinnett
> Richards Watson & Gershon
> 355 South Grand Avenue, 40th Floor
> Los Angeles, CA 90071-3101
> Voice: 213.253.0240
> Facsimile: 213.626.0078
> > <<Petrelli used vehicle purchase agreement.DOC>>
NOTICE: This communication may contain privileged or other confidential information. If you
are not the intended recipient of this communication, or an employee or agent responsible for
delivering this communication to the intended recipient, please advise the sender by reply
email and immediately delete the message and any attachments without copying or disclosing
the contents. Thank you.
PJ
> -----Original Message -----
> From: Gena Stinnett
> Sent: Tuesday, September 29, 2009 5:25 PM
> To: Eva Muro (E-mail); Carlos Fandino (E-mail)
> Cc: Donal O'Callaghan (E-mail); Laurence S. Wiener; Robin M.
Tolmasoff (E-mail); Katrina Gonzales
> Subject: Petrelli: (1) Vehicle purchase & (2) Substation
Maintenance Group
> Hi Eva and Carlos,
> I spoke with Donal, and here is the plan regarding Petrelli:
> 1. Vehicle purchase: Eva, please prepare a resolution authorizing
the purchasing agent to enter into exclusive negotiations with Petrelli for the purchase of
the maintenance vehicle described in the staff report in accordance with VCC section 2.29-3.
I will provide comments on the staff to make it consistent with this change of direction, and
send to Robin for revision. RWG will then prepare a purchase agreement for the used vehicle.
Carlos - please provide a detailed inventory of the items being purchased for inclusion in
the purchase agreement.
> 2. Substation Maintenance Group: No action by the City Council is
required. The Petrelli agreement allows the City to discontinue use of Petrelli personnel
with notice, which the City Administrator has already given under his authority granted in
the resolution approving the original Petrelli agreement. The report to the City Council
will be a "read and file" report, and will not be listed on the agenda as a specific agenda
item (unless I hear otherwise from Donal that he would like to have discussion on the topic).
Per Donal's request, I'll send suggested staff report revisions to Robin.
> Gena M. Stinnett
> Richards Watson & Gershon
> 355 South Grand Avenue, 40th Floor
> Los Angeles, CA 90071-3101
> Voice: 213.253.0240
> Facsimile: 213.626.0078
> > <<Petrelli used vehicle purchase agreement.DOC>>
NOTICE: This communication may contain privileged or other confidential information. If you
are not the intended recipient of this communication, or an employee or agent responsible for
delivering this communication to the intended recipient, please advise the sender by reply
email and immediately delete the message and any attachments without copying or disclosing
the contents. Thank you.
3
Hunter, Audra
From: Fandino, Carlos
Sent: Tuesday, November 17, 2009 2:16 PM
To: Hunter, Audra
Subject: FW: Petrelli: (1) Vehicle purchase & (2) Substation Maintenance Group
Please get her a new staff report talk to her so we can get it done today!
-----Original Message -----
From: Muro, Evangelina
Sent: Tuesday, November 17, 2009 1:58 PM
To: Fandino, Carlos
Cc: Lehr, Judy
Subject: RE: Petrelli: (1) Vehicle purchase & (2) Substation Maintenance Group
I delivered the memo to both you and Donal on 11/5. She did not ask me to put on the agenda
only to deliver the memo. I would not be able to put on the agenda without the staff report.
Using that memo you would need to resubmit the staff report with two original contracts for
the Council meeting. Also has the contract been executed by Petrelli?
-----Original Message -----
From: Fandino, Carlos
Sent: Tuesday, November 17, 2009 1:44 PM
To: Muro, Evangelina
Subject: FW: Petrelli: (1) Vehicle purchase & (2) Substation Maintenance Group
Here is what they sent me..... see below
-----Original Message -----
From: Katrina Gonzales [mailto:KGonzales@rwglaw.com]
Sent: Thursday, November 05, 2009 4:40 PM
To: Fandino, Carlos
Subject: RE: Petrelli: (1) Vehicle purchase & (2) Substation Maintenance Group
I'll send the memo approving the agreement as to form to the city attorney's office (eva
muro) and let them know that it should be placed on the next agenda.
-----Original Message -----
From: Fandino, Carlos[mailto:CFandino@ci.vernon.ca.us]
Sent: Thursday, November 05, 2009 4:39 PM
To: Katrina Gonzales
Cc: Tolmasoff, Robin; O'Callaghan, Donal; Vazquez, Marianne
Subject: Re: Petrelli: (1) Vehicle purchase & (2) Substation Maintenance Group
Ok I will take care of it. Will you take care of putting it on the
agenda or do I have to do it?
Carlos Fandino Jr
Transmission & Distribution Manager
City of Vernon
Cfandino@ci.vernon.ca.us
1
On,Nov 5, 2009, at 4:36 PM, "Katrina Gonzales" <KGonzales@rwglaw.com>
wrote:
> Carlos,
> Please make sure that the delivery date and address of the City Garage
> (section 6) are filled out before this agreement is executed. Other
> than that, it looks good to go. I'll be forwarding the memo approving
> the agreement as to form shortly.
> Thanks,
> Katrina
> -----Original Message -----
> From: Fandino, Carlos[mailto:CFandino@ci.vernon.ca.us]
> Sent: Thursday, November 05, 2009 1:49 PM
> To: Katrina Gonzales
> Cc: Tolmasoff, Robin; O'Callaghan, Donal; Vazquez, Marianne
> Subject: RE: Petrelli: (1) Vehicle purchase & (2) Substation
> Maintenance Group
> Attached is the signed copy of the vehicle agreement with Petrelli
> Electric. Please forward appropriately.
> NOTICE: This communication may contain privileged or other
> confidential information. If you are not the intended recipient of
> this communication, or an employee or agent responsible for delivering
> this communication to the intended recipient, please advise the sender
> by reply email and immediately delete the message and any attachments
> without copying or disclosing the contents.
> Thank you.
2