Resolution No. 2011-120RESOLUTION NO. 2011-120
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON ACCEPTING THE BID OF J & S STRIPING CO, INC.
AND APPROVING AND AUTHORIZING THE EXECUTION OF A
SERVICES AGREEMENT BY AND BETWEEN THE CITY OF
VERNON AND J & S STRIPING FOR CITYWIDE STREET LANE
LINE STRIPING
WHEREAS, on November 1, 2010, the City Council of the City
of Vernon adopted Resolution No. 2010-153 authorizing the issuance of
a request for proposals for street lane line striping services (the
"Work"); and
WHEREAS, by a memorandum dated June 15, 2011, the Director
of Community Services & Water has recommended that the City accept the
bid of J & S Striping Co, Inc. ("J&S") and enter into a services
agreement with J&S setting forth the terms and conditions under which
J&S will perform the Work (the "Agreement").
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 Agreement with J & S Striping Co, Inc., in substantially
the same form as the copy which is attached hereto as Exhibit A.
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 the City Clerk's designee, to send a fully
executed Agreement to:
J & S Striping Co, Inc.
Attention: Robert Aragon, President
1544 S. Vineyard Avenue
Ontario, CA 91761
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 5th day of July, 2011.
Name:
Hilario Gonzales
Title: Mayor / oLc Pr
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STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, Willard G. Yamaguchi, City Clerk of the City of Vernon, do
hereby certify that the foregoing Resolution, being Resolution
No. 2011-120, 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 Tuesday, July 5, 2011, and thereafter was duly signed by
the Mayor or Mayor Pro-Tem of the City of Vernon.
Executed this day of July, 2011, at Vernon, California.
illard G. chi, ity Clerk
(SEAL)
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EXHIBIT A
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND J & S STRIPING
CO, INC. FOR CITYWIDE STREET LANE LINE STRIPING SERVICES
COVER PAGE
Contractor: J & S Striping Co, Inc.
Responsible Principal of Contractor: Robert Aragon, President
Notice Information - Contractor: J & S Striping Co, Inc.
1544 S. Vineyard Avenue
Ontario, CA 91761
Attention: Robert Aragon, President
Phone: (909) 947-8073
Facsimile: (909) 947-9489
Notice Information - City: City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Mark Whitworth,
City Administrator
Telephone: (323) 583-8811 ext. 398
Facsimile: (323) 826-1408
Commencement Date: July 11, 2011
Termination Date: July 11, 2012, unless extended pursuant to
Section 1
Consideration: Total not to exceed $34,390.00 (includes all
applicable sales tax); and more particularly
described in Exhibit B
Records Retention Period 3 years
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND J & S STRIPING
CO, INC. FOR CITYWIDE STREET LANE LINE STRIPING SERVICES
THIS AGREEMENT is made and entered into as of July 5 , 2011 ("Effective Date"), by and
between the City of Vernon, a California charter City and California municipal corporation
("City"), and J & S Striping Co, Inc., a California corporation ("Contractor"). City and Contractor
are collectively referred to herein as the "Parties."
RECITALS
A. City desires to have citywide street lane line striping services provided as more
fully set forth in the Scope of Services, attached hereto and incorporated herein as Exhibit A.
B. Contractor represents it is qualified and capable of furnishing the labor, materials,
and expertise necessary to perform such services in accordance with the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, the Parties agree as follows:
Section 1. Term and Time of Performance.
(a) This Agreement shall commence upon the Commencement Date listed
on the Cover Page, and shall remain and continue in effect through the Termination Date listed
on the Cover Page, unless sooner terminated pursuant to the provisions of this Agreement. City
may renew this Agreement on a year-to-year basis at its discretion.
(b) In the event that City renews this Agreement, Contractor may submit a
proposal to increase its rates no later than thirty (30) days after receiving notice of City's intent
to renew. Any increase in rates must be approved by City before such increase can take effect.
If City fails to approve the proposed increase within thirty (30) days of receipt, Contractor may
terminate the renewal by giving thirty (30) days written notice.
Section 2. Performance.
(a) Contractor shall perform the services and tasks described and set forth in
the Scope of Services, Exhibit A ("Services"). Additional services must be mutually agreed
upon in writing signed by both Parties prior to performance of those additional services.
(b) Contractor shall at all times faithfully, competently and to the best of its
ability, experience, and talent, perform all Services under this Agreement in accordance with the
standard of care and skill ordinarily exercised by members of the profession currently practicing
in the same locality as the City under similar circumstances and in a manner reasonably
satisfactory to City. Contractor shall at all times comply with the highest ethical standards when
performing Services for the City.
(c) Contractor shall keep itself informed of all local, state, and federal
ordinances, laws and regulations which in any manner affect those employed by it or in any way
affect the performance of its Services pursuant to this Agreement. Contractor shall at all times
observe and comply with all such ordinances, laws and regulations. City, and its officers,
officials, employees, agents or volunteers shall not be liable at law or in equity occasioned by
failure of Contractor to comply with this section.
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(d) Contractor will not be compensated for any work performed not specified
in Exhibit A unless City authorizes such work in advance and in writing.
Section 3. Compensation.
(a) City agrees to compensate Contractor, and Contractor agrees to accept
in full satisfaction for the services and any supplies or goods required by this Agreement, a sum
not to exceed the Consideration set forth on the Cover Page and more particularly described in
Exhibit B. The Consideration shall constitute reimbursement of Contractor's fee for the Services
as well as for all actual and necessary expenditures reasonably incurred in the performance of
this Agreement (including without limitation, all labor, materials, equipment, supplies, delivery,
tax, assembly, and installation, as applicable).
(b) There shall be no claims for additional compensation for reimbursable
expenses and Contractor shall not be reimbursed for any additional expenses.
(c) Change in the scope of services, duties, obligations, durations or total.
compensation, shall be by written authorization only by the City. A form of Change Order is set
forth in Exhibit C attached hereto and incorporated by reference.
Section 4. Method of Payment. City shall pay Contractor the Consideration in
accordance with the Cost Schedule set forth in Exhibit B.
Section 5. Responsible Principals.
(a) Contractor's Responsible Principal set forth on the Cover Page shall be
principally responsible for Contractor's obligations under this Agreement and shall serve as
principal liaison between City and Contractor. Designation of another Responsible Principal by
Contractor shall not be made without prior written consent of City.
(b) City's Responsible Principal shall be the City Administrator or his
designee who shall administer the terms of the Agreement on behalf of City.
Section 6. Personnel.
(a) All persons performing Services shall have all the necessary technical
expertise, permits, professional licenses, certificates, training, and other qualifications required
by this Agreement or other applicable laws. Contractor shall provide City with said permits,
licenses, and certificates at the request of City.
(b) Contractor represents that it has, or shall secure at its own expense, all
personnel required to perform Contractor's Services under this Agreement. All personnel
engaged in the work shall be qualified to perform such Services.
Section 7. Permits and Licenses. Contractor shall obtain and maintain during the
Agreement term all necessary licenses, permits and certificates required by law for the provision
of services under this Agreement, including a business license.
Section 8. Access. Contractor shall comply with all reasonable access and other
restrictions that City may impose. No access to City property for performance of the Services
shall be permitted prior to delivery to City of proof of insurance paid and maintained by
Contractor.
Section 9. Contractor's Duties and Representations.
Contractor represents, covenants and agrees as follows:
(a) There are no obligations, commitments, or impediments of any kind that
will limit or prevent performance of the Services.
(b) Contractor presently has no interest and shall not have any interest, direct
or indirect, which would conflict in any manner with the performance of the Services
contemplated by this Agreement. No person having any such interest shall be employed by or
be associated with Contractor.
(c) There is no litigation pending against Contractor and Contractor is not the
subject of any criminal investigation or proceeding, and neither Contractor nor its personnel, to
its actual knowledge, have been convicted of a felony.
Section 10. Independent Contractor.
(a) Contractor is and shall at all times remain, as to City, a wholly
independent contractor. The personnel performing the Services under this Agreement on behalf
of Contractor shall at all times be under Contractor's exclusive direction and control. Neither
City nor any of its officers, officials, employees, agents, or volunteers shall have control over the
conduct of Contractor or any of Contractor's officers, employees, or agents except as set forth in
this Agreement. Contractor shall not at any time or in any manner represent that it or any of its
officers, employees, or agents are in any manner officers, officials, employees, agents, or
volunteers of City. Contractor shall not incur or have the power to incur any debt, obligation or
liability whatsoever against City, or bind City in any manner.
(b) No employee benefits shall be available to Contractor or its officers,
employees, or agents in connection with the performance of this Agreement. Except for
Consideration paid to Contractor as provided in the Agreement, City shall not pay salaries,
wages, or other compensation to Contractor for performing services hereunder for the City. City
shall not be liable for compensation or indemnification to Contractor or its officers, employees,
or agents for injury or sickness arising out of performing services hereunder.
(c) Contractor agrees to pay and be responsible for paying all Federal, State
and local taxes for compensation received by Contractor from City while performing services for
City.
Section 11. Termination.
(a) Termination Right. City may, at any time, for any reason or for no reason,
with or without cause, terminate this Agreement, by serving upon the Contractor at least five (5)
calendar days prior written notice. Upon receipt of such notice, Contractor shall immediately
cease all work under this Agreement, unless the notice.provides otherwise.
(b) In the event of termination or cancellation of this Agreement by City, due
to no fault or failure of performance by Contractor, Contractor shall be paid based on the
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percentage of work satisfactorily performed at the time of termination. In no event shall
Contractor be entitled to receive more than the amount that would be paid to Contractor for the
full performance of the services required by this Agreement. Contractor shall have no other
claim against City by reason of such termination, including any claim for compensation.
(c) Actions Subsequent to Termination. In the event of termination of this
Agreement, Contractor shall deliver all Confidential Information, as defined in Section 13 below,
to City within thirty (30) days after the termination of this Agreement. Contractor shall also take
all such other action as City reasonably requires and shall cooperate with City to effectuate an
orderly and systematic termination of Contractor's duties and activities hereunder.
(d) All of the terms and conditions in the Agreement related to payment,
confidentiality, indemnification, dispute resolution and waiver shall survive termination of this
Agreement.
Section 12. Limitation of City's Liability. City's liability on any kind of claim for any
loss or damage arising out of, in connection with, or resulting from this Agreement, shall in no
case exceed the amount that would be paid to Contractor for the full performance of the
services required by this Agreement. In no event shall City be liable for anticipated profits or for
incidental, consequential or punitive damages. City shall not be liable for penalties of any
description.
Section 13. Confidential Status; Disclosure of Information.
(a) Confidential Status; Disclosure of Information. All data, customer
information, business practices, business methods, privileged information, trade secrets,
financial statements, floor plans, designs, blueprints, maps, surveys, drawings, models, reports,
correspondence, logs, documents, materials or other information developed or created by
Contractor, received by Contractor, revealed to Contractor, or provided to Contractor for the
performance of this Agreement ("Confidential Information") are deemed confidential and shall
not be disclosed by Contractor to any third party without City's prior written consent. City
reserves all rights to Confidential Information. City shall grant consent if disclosure is legally
required. All Confidential Information shall be returned to City upon completion or termination of
this Agreement. Contractor's covenant under this section shall survive the termination of this
Agreement. City may disclose to third parties any Confidential Information at its sole discretion.
(b) Contractor's obligation not to disclose any Confidential Information shall
not extend to information that:
i. was in the possession of, or was rightfully known by, the
Contractor without an obligation to maintain its confidentiality prior to receipt from City;
is or becomes generally known to the public without violation of
this Agreement;
iii. is obtained without an obligation of confidentiality by the
Contractor in good faith from a third party having the right to disclose it without an obligation of
confidentiality; or
iv. information which is required to be disclosed pursuant to any court
order or directive having the force of law.
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(c) The provisions of this section shall survive the termination of this
Agreement.
Section 14. Technical Materials. City reserves all rights to any and all tools, dies,
patterns, plates or other similar technical materials furnished or paid for by City, and Contractor
shall use such materials in strict confidentiality and shall return the same to City at its request
upon completion or termination of this Agreement. Contractor shall not copy or otherwise use
any such materials for any purposes other than the completion of this Agreement. Contractor's
covenant under this section shall survive the termination of this Agreement.
Section 15. Records and Inspections. Contractor shall maintain full and accurate
records with respect to all matters covered under this Agreement for Records Retention Period.
City shall have access, without charge, during normal business hours to such records, and the
right to examine and audit the same and to make copies and transcripts therefrom, and to
inspect all program data, documents, proceedings and activities.
Section 16. Default. Contractor's failure to comply with the provisions of this
Agreement shall constitute a default. In the event that Contractor is in default under the terms
of this Agreement, City shall have no obligation or duty to continue compensating Contractor for
any work performed after the date of default and can terminate this Agreement immediately by
written notice to Contractor.
Section 17. Indemnification. Contractor agrees to defend, indemnify, protect and hold
harmless City, its officers, officials, employees, agents, and volunteers from and against any
and all claims, suits, demands, actions, losses, damages, judgments, settlements, penalties,
fines, defensive costs or expenses, including without limitation, interest, attorneys' fees and
expert witness fees, or liability of any kind or nature arising out of or attributable to the acts or
omissions of Contractor, or Contractor's officers, employees, or agents which in any way arise
out of, result from, or are in any way related to the performance or non-performance of this
Agreement, excepting only liability arising out of the sole negligence or willful misconduct of
City, its officers, officials, employees, agents, or volunteers.
THE PROVISIONS OF THIS SECTION SHALL NOT TERMINATE OR EXPIRE, SHALL
SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT AND
SHALL BE GIVEN THE BROADEST POSSIBLE INTERPRETATION.
The obligations in this section are in addition to Contractor's duty to provide insurance and shall
not be limited by any limitation on the amount or type of insurance coverage carried by
Contractor.
Section 18. Insurance.
(a) 'Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive General
Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence,
combined single limit, against any personal injury, death, loss or damage resulting from the
wrongful or negligent acts by Contractor or Contractor's officers, employees, or agents.
(b) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive Vehicle Liability
insurance covering personal injury and property damage, with minimum limits of One Million
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Dollars ($1,000,000) per occurrence, combined single limit, covering any vehicle utilized by
Contractor or Contractor's officers, employees, or agents in performing the services required by
this Agreement.
(c) Contractor agrees to maintain in force at all times during the performance
of work under this Agreement workers compensation insurance as required by law.
(d) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Excess Liability Insurance, with
minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit,
and provide policy coverage and terms at least as broad as those required in the primary
insurance.
(e) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Pollution Liability Insurance,
with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single
limit, and provide policy coverage and terms at least as broad as those required in the primary
insurance.
(f) Contractor shall require each of its sub -consultants or sub -contractors to
maintain insurance coverage that meets all of the requirements of this Agreement.
(g) The policy or policies required by this Agreement shall be issued by an
insurer admitted in the State of California and with a rating of at least a B+; VI in the latest
edition of Best's Insurance Guide.
(h) Contractor agrees that if it does not keep the aforesaid insurance in full
force and effect City may either immediately terminate this Agreement or, if insurance is
available at a reasonable cost, City may take out the necessary insurance and pay, at
Contractor's expense, the premium thereon.
(i) At all times during the term of this Agreement, Contractor shall maintain
on file with the Risk Manager, a certificate or certificates of insurance, satisfactory to the City
Attorney and Risk Manager, along with a copy of the policy declarations page for each policy
showing that the aforesaid policies are in effect in the required amounts. Upon request by City,
Contractor shall cause its insurers to issue certified copies of the insurance policies evidencing
that the coverage and policy endorsements required under this Agreement are maintained in
force. Contractor shall, prior to commencement of work under this Agreement, file with the Risk
Manager, such certificate or certificates and a copy of the policy declarations page for each
policy. The policies of insurance required by this Agreement shall contain an endorsement
naming the City, its officers, officials, employees, agents, and volunteers as additional insured's.
All of the policies required under this Agreement shall contain an endorsement providing that
the policies cannot be canceled or reduced except on thirty (30) days prior written notice to City,
and specifically stating that the coverage contained in the policies affords insurance pursuant to
the terms and conditions as set forth in this Agreement.
(j) The insurance provided by Contractor shall be primary to any coverage
available to City, and any insurance or self-insurance maintained by City, its officers, officials,
employees, agents, or volunteers shall be excess of Contractor's insurance and shall not
contribute with it. The policies of insurance required by this Agreement shall include provisions
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for waiver of subrogation. Contractor hereby waives all rights of subrogation against City, its
officers, officials, employees, agents, and volunteers.
(k) Any deductibles or self -insured retentions must be declared to and
approved by City. At the option of City, Contractor shall either reduce or eliminate the
deductibles or self -insured retentions with respect to City, or Contractor shall procure a bond
guaranteeing payment of losses and expenses.
Section 19. Certification. In accordance with the provisions of Section 3700 of the
Labor Code, Contractor shall secure the payment of compensation to Contractor's employees.
By executing this Agreement, Contractor certifies the following: Contractor is aware of the
provisions of Section 3700 of the Labor Code which require every employer to be insured
against liability for workers' compensation or to undertake self-insurance in accordance with the
provisions of that code, and Contractor will comply with such provisions before commencing the
performance of the work of this Agreement.
Section 20. Standard Specifications. The work done pursuant to this Agreement shall
be done in accordance with the provisions of the most current edition of "Standard
Specifications for Public Works Construction" (commonly known as "the Green Book") including
Supplements, prepared and promulgated by the Southern California Chapter of the American
Public Works Association and the Associated General Contractors of California, which
specifications are hereinafter referred to as the "Standard Specifications." The provisions of
these Standard Specifications shall apply to the work performed under this Agreement, unless
different standards are specified in Exhibit A or agreed to in writing by the City.
Section 21. Compliance with Laws. Contractor shall keep itself informed of and
comply with all Applicable Laws, including without limitation, the Fair Labor Standards Act, the
Occupational Safety and Health Act and all those Applicable Laws relating in any way to
employment practices and protection of the environment. Contractor shall not discriminate
against any employee or any applicant for employment for reasons of race, color, creed,
religion, sex, sexual preference, age or national origin. For purposes of this section, "Applicable
Laws" shall mean any and all laws, regulations, rules, orders, directives, judgments, decrees,
permits, approvals or other applicable requirements of any governmental entity or agency
having jurisdiction that are applicable to any aspect of this Agreement that are in force on the
Effective Date and as they may be enacted, issued or amended during the term of this
Agreement.
Section 22. Enforcement of Wage and Hour Laws. Eight hours labor constitutes a
legal day's work. The Contractor, or subcontractor, if any, shall forfeit twenty-five dollars ($25)
for each worker employed in the execution of this Agreement by the respective Contractor or
subcontractor for each calendar day during which the worker is required or permitted to work
more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation
of the provisions of Sections 1810 through 1815 of the California Labor Code as a penalty paid
to the City; provided, however, work performed by employees of contractors in excess of 8
hours per day, and 40 hours during any one week, shall be permitted upon compensation for all
hours worked in excess of 8 hours per day at not less than 11/2 times the basic rate of pay.
Section 23. Materials and Workmanship. City shall have the right to inspect any
material used. Material furnished shall be new, complete, ready -for -use and of the latest model,
shall not have been used in demonstration or other services and shall have all the usual
equipment as shown by its manufacturer's current specifications and catalogs, unless otherwise
specified. Equipment, supplies or services that fail to comply with the Agreement requirements
regarding design, material or workmanship may be rejected at the option of City. Any materials
rejected shall be removed from City premises at the Contractor's sole expense.
Section 24. Licenses and Permits. Except as provided herein below, Contractor shall
obtain and pay for all permits and licenses required by federal, state or local law, rule or
regulation. Costs for obtaining City permits required under this Agreement will be waived. All
requirements for obtaining permits (including City permits) remain in effect and are not waived;
only the costs of City permits are waived.
Section 25. Assignment of Unfair Business Practices. Contractor and its
subcontractor offers and agrees to assign to City all rights, title, and interest in and to all causes
of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the
Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the
Business and Professions Code), arising from purchases of goods, services, or materials
pursuant to the public works contract or the subcontract. This assignment shall be made and
become effective at the time City tenders final payment to Contractor, without further
acknowledgment by the parties.
Section 26. Assignment and Subcontracting. Contractor shall not assign or attempt to
assign any portion of this Agreement, or subcontract any required performance hereunder,
without the prior written approval of City. Any assignment or subcontract made in violation of
this section is invalid and void. In the event City grants written approval to Contractor to
subcontract work under this Agreement, Contractor is prohibited from using a subcontractor who
is ineligible to perform work on a public works project pursuant to Section 1777.1 or 1777.7 of
the Labor Code.
Section 27. Arbitration and Venue. Any dispute, claim or controversy arising out of or
relating to this Agreement or the breach, termination, enforcement, interpretation or validity
thereof, including the determination of the scope or applicability of this Agreement to arbitrate,
shall be determined by arbitration in Los Angeles, California. The arbitration shall be
administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. The
arbitrator shall be a retired judge. All decisions of the arbitrator shall be in writing, and the
arbitrator shall provide written reasons for their decision. The arbitration decision shall be final
and binding on the Parties. Judgment on the award may be entered in any court having
jurisdiction pursuant to this Agreement. This clause shall not preclude Parties from seeking
provisional remedies in aid of arbitration from a court having jurisdiction pursuant to this
Agreement. The exclusive jurisdiction and venue under this Agreement shall be the Superior
Court of California, Los Angeles County.
Section 28. Attorneys Fees. In the event a dispute, claim or litigation arises regarding
this Agreement, the prevailing party shall be entitled to reimbursement for reasonable attorneys
fees and actual costs, which may be set by the arbitrators or the court in the same action or in a
separate action brought for that purpose, in addition to any other relief which is obtained.
Section 29. Governing Law. This Agreement shall be interpreted and enforced
according to,'and the Parties rights and obligations governed by, the domestic law of the State
of California, without regard to its laws regarding choice of applicable law.
Section 30. Entire Agreement and Modifications. This Agreement, including
attachments incorporated herein by reference, represents the entire integrated agreement and
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understanding between the Parties, and supersedes all prior or contemporaneous negotiations,
representations, agreements, understandings and statements, written or oral. This Agreement
may only be modified by a writing signed by both Parties.
Section 31. Waiver. The waiver by either party of a breach or default by the other
party shall not be deemed a waiver of any different or later breach whether of the same or other
covenant or condition; nor shall any delay or omission by either party to exercise any right it
may have hereunder operate as a waiver of any breach or default of such a right. The failure of
either party to this Agreement to exercise any of its rights under this Agreement does not
constitute a breach thereof and shall not be deemed to be a waiver of such rights or a waiver of
any subsequent breach. No waiver, benefit, privilege, or service voluntarily given or performed
by a party shall give the other party any contractual rights by custom, estoppel, or otherwise.
Section 32. Force Maieure. Neither party shall be considered in default of any of its
obligations under this Agreement when a failure of performance shall be due to an
uncontrollable force. The term "uncontrollable force" shall mean flood, earthquake, storm, fire,
lightning, epidemic, war, riot, civil disturbance or disobedience, federal, state, or municipal
action, statute, ordinance, or regulation, embargoes of the United States Government or any
other government, which by exercise of due diligence such party could not reasonably have
been expected to avoid and by exercise of due diligence has been unable to overcome. Either
party rendered unable to fulfill any of its obligations under this Agreement by reason of an
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.
Section 33. City Not Obligated to Third Parties. City shall not be obligated or liable
under this Agreement to any party other than Contractor. City shall timely notify Contractor of
the receipt of any third -party claim relating to this Agreement. City shall be entitled to recover its
reasonable costs incurred in providing the notification required by section.
Section 34. Notices. All notices, approvals, consents and other communications
between the Parties shall be in writing, and shall be sent by certified mail (return receipt
requested) or other delivery service which provides evidence of delivery, using the address set
forth on the Cover Page under "Notice Information - City" or "Notice Information — Vendor," as
appropriate, or at such other address as may be furnished by either party to the other in writing.
Mailed notices will be deemed communicated as of the day of receipt.
Section 35. Cover Page and Exhibits. The Cover Page and all documents referenced
as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any
material discrepancy between the express provisions of this Agreement and the provisions of
any document incorporated herein by reference, the provisions of this Agreement shall prevail.
Section 36. Headings. Headings used in this Agreement are for convenience and
ease of reference only and shall not affect the interpretation of the Agreement.
Section 37. Survival of Terms. All of the terms and conditions in this Agreement
related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive
termination of this Agreement.
Section 38. Severability. Whenever 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
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Agreement is determined by a court of competent jurisdiction to be invalid, void or
unenforceable, the remaining provisions shall nevertheless continue in full force and effect, and
shall in no way be affected, impaired or invalidated.
Section 39. Authority to Execute This Agreement. The person or persons executing
this Agreement on behalf of Contractor warrants and represents that he or she has the authority
to execute this Agreement on behalf of Contractor and has the authority to bind Contractor to
the performance of its obligations under this Agreement.
[Signatures Begin on Next Page].
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IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date stated
in the introductory clause.
City of Vernon, a California charter City
and California municipal corporation
By:
HILARIO GONZALES
Mayor
ATTEST:
WILLARD G. YAMAGUCHI, City Clerk
APPROVED AS TO FORM:
WI i eon G. YAMAGi GH!
Interim City Attorney
MICHAEL B. MONTGOMERY
J & S Striping Co, Inc., a California
corporation
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By:
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EXHIBIT A
SCOPE OF SERVICES
The Contractor will be required to provide all labor, equipment and materials to paint the
street lane lines in the City of Vernon with the specific type of materials required by the City of
Vernon. Scheduling, supervision and management of the painting to minimize the impact on
traffic in the City shall be provided by the contractor. Measurement and recordation of the
lengths of all lane lines painted shall be completed as part of this project. The work, the
methods of the work, traffic control and the type of paint and materials used shall conform to the
Special Provisions attached hereto.
13
EXHIBIT B
EXHIBIT B
STREET LANE LINE QUANTITIES AND ESTIMATE OF COSTS
Description
Quantity
Unit Cost/LF
Total Cost
Double Yellow Center Line
100,000 LF
$0.11
$11,000.00
Two Way Left Turn Lane Line
50,000 LF
$0.09
$4,500.00
Broken Yellow Centerline
90,000 LF
$0.06
$5,400.00
Broken White Lane Line
200,000 LF
$0.05
$10,000.00
8 inch Solid White Lane Line
30,000 LF
$0.10
$3,000.00
Solid Yellow Centerline
2000 LF
$0.07
$140.00
Solid White Centerline
5000 LF
$0.07
$350.00
Total Costs
$34,390.00
Contractor shall invoice City within thirty (30) days after performing the work for Services
provided under this Agreement.
Invoices shall include the period for which the Services were provided, the dates of such
Services, and a description of the Services provided for that billing period. Each invoice shall
include copies of timesheets, if any, and other supporting documents as City may require.
Payments of each invoice shall be made by City within thirty (30) days following receipt of each
invoice as to all non -disputed fees. If City disputes any of Contractor's fees, it shall give written
notice to Contractor within thirty (30) days of receipt of the disputed invoice. Any amounts in
dispute shall be withheld until resolution.
14
EXHIBIT C
EXHIBIT C
CHANGE ORDER
15
Exhibit C
CITY OF VERNON
COMMUNITY SERVICES &WATER DEPARTMENT
CONTRACT CHANGE ORDER NO. SUPPLEMENT NO. SHEET OF SHEETS
PROJECT:
TO:
REQUESTED BY: City of Vernon
P.O. NO.
CONTRACTOR
You are hereby directed to make the herein described changes to the plans and specifications or do the following described work
not previously included in the plans and specifications of this contract. Except as specifically modified herein, all terms and
conditions of the original contract remain in full force and effect, and apply to the additional work as if said work was originally
Contract Amount (Base Bid)
.
... .. .. ..
........ ........... ..... ... ..... ....
$
Amount of This. Change Order
$
Amount of Previous Change Orders
.................... .....................
. $
Total Change Orders
..
$
Modified Contract Amount
......................... .. .. ...
$
By reason of this change order the time of
completion will be adjusted as follows:
Approved: Date:
Director of Community Services & Water
Date:
Attest:
Willard Yamaguchi, City Clerk
We, the undersigned Contractor, have given careful consideration to the change proposed and hereby agree, if this proposal is approved,
that we will provide all
labor, equipment and materials, including overhead, except as may otherwise be noted above, and perform all services necessary for the
work above specified, and
will accept as full payment therefore the prices shown above.
Accepted Date: Contractor:
By: Title:
c: Project File/Contractor/Purchasing i<ev. v-iiiu
OFFICE OF THE CITY CLERK
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
July 28, 2011
J & S Striping Co., Inc.
Attn: Robert Aragon, President
1544 S. Vineyard Avenue
Ontario, CA 91761
RE: Services Agreement — Citywide Street Lane Line Striping
Dear Mr. Aragon:
The insurance requirements have been met. Transmitted herewith is a fully executed agreement
as referenced above, approved by City Council on July 5, 2011, through Resolution No. 2011-
120.
If you have any questions, please contact S. Kevin Wilson at (323) 583-8811 extension 245.
Thank you.
Sinc eIy,
� a
WI LARD G.PGU
City Clerk
Enclosure
WGY:dj
c: S. Kevin Wilson
Purchasing Department
Resolution No. 2011-120
Agreement File No. 11-080
E.xcfusivefy Industriaf
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND J & S STRIPING
CO, INC. FOR CITYWIDE STREET LANE LINE STRIPING SERVICES
COVER PAGE
Contractor: J & S Striping Co, Inc.
Responsible Principal of Contractor: Robert Aragon, President
Notice Information - Contractor: J & S Striping Co, Inc.
1544 S. Vineyard Avenue
Ontario, CA 91761
Attention: Robert Aragon, President
Phone: (909) 947-8073
Facsimile: (909) 947-9489
Notice Information - City: City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention:. Mark Whitworth,
City Administrator
Telephone: (323) 583-8811 ext. 398
Facsimile: (323) 826-1408
Commencement Date: July 11, 2011
Termination Date: July 11, 2012, unless extended pursuant to
Section 1
Consideration: Total not to exceed $34,390.00 (includes all
applicable sales tax); and more particularly
described in Exhibit B
Records Retention Period 3 years
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND J & S STRIPING
CO, INC. FOR CITYWIDE STREET LANE LINE STRIPING SERVICES
THIS AGREEMENT is made and entered into as of July 5 , 2011 ("Effective Date"), by and
between the City of Vernon, a California charter City and California municipal corporation
("City"), and J & S Striping Co, Inc., a California corporation ("Contractor"). City and Contractor
are collectively referred to herein as the "Parties,"
RECITALS
A. City desires to have citywide street lane line striping services provided as more
fully set forth in the Scope of Services, attached hereto and incorporated herein as Exhibit A.
B. Contractor represents it is qualified and capable of furnishing the labor, materials,
and expertise necessary to perform such services in accordance with the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, the Parties agree as follows:
Section 1. Term and Time of Performance.
(a) This Agreement shall commence upon the Commencement Date listed
on the Cover Page, and shall remain and continue in effect through the Termination Date listed
on the Cover Page, unless sooner terminated pursuant to the provisions of this Agreement. City
may renew this Agreement on a year-to-year basis at its discretion.
(b) In the event that City renews this Agreement, Contractor may submit a
proposal to increase its rates no later than thirty (30) days after receiving notice of City's intent
to renew. Any increase in rates must be approved by City before such increase can take effect.
If City fails to approve the proposed increase within thirty (30) days of receipt, Contractor may
terminate the renewal by giving thirty (30) days written notice.
Section 2. Performance.
(a) Contractor shall perform the services and tasks described and set forth in
the Scope of Services, Exhibit A ("Services"). Additional services must be mutually agreed
upon in writing signed by both Parties prior to performance of those additional services.
(b) Contractor shall at all times faithfully, competently and to the best of its
ability, experience, and talent, perform all Services under this Agreement in accordance with the
standard of care and skill ordinarily exercised by members of the profession currently practicing
in the same locality as the City under similar circumstances and in a manner reasonably
satisfactory to City. Contractor shall at all times comply with the highest ethical standards when
performing Services for the City.
(c) Contractor shall keep itself informed of all local, state, and federal
ordinances, laws and regulations which in any manner affect those employed by it or in any way
affect the performance of its Services pursuant to this Agreement. Contractor shall at all times
observe and comply with all such ordinances, laws and regulations. City, and its officers,
officials, employees, agents or volunteers shall not be liable at law or in equity occasioned by
failure of Contractor to comply with this section.
2
(d) Contractor will not be compensated for any work performed not specified
in Exhibit A unless City authorizes such work in advance and in writing.
Section 3. Compensation.
(a) City agrees to compensate Contractor, and Contractor agrees to accept
in full satisfaction for the services and any supplies or goods required by this Agreement, a sum
not to exceed the Consideration set forth on the Cover Page and more particularly described in
Exhibit B. The Consideration shall constitute reimbursement of Contractor's fee for the Services
as well as for all actual and necessary expenditures reasonably incurred in the performance of
this Agreement (including without limitation, all labor, materials, equipment, supplies, delivery,
tax, assembly, and installation, as applicable).
(b) There shall be no claims for additional compensation for reimbursable
expenses and Contractor shall not be reimbursed for any additional expenses.
(c) Change in the scope of services, duties, obligations, durations or total
compensation, shall be by written authorization only by the City. A form of Change Order is set
forth in Exhibit C attached hereto and incorporated by reference.
Section 4. Method of Payment. City shall pay Contractor the Consideration in
accordance with the Cost Schedule set forth in Exhibit B.
Section 5. Responsible Principals.
(a) Contractor's Responsible Principal set forth on the Cover Page shall be
principally responsible for Contractor's obligations under this Agreement and shall serve as
principal liaison between City and Contractor. Designation of another Responsible Principal by
Contractor shall not be made. without prior written consent of City.
(b) City's Responsible Principal shall be the City Administrator or his
designee who shall administer the terms of the Agreement on behalf of City.
Section 6. Personnel.
(a) All persons performing Services shall have all the necessary technical
expertise, permits, professional licenses, certificates, training, and other qualifications required
by this Agreement or other applicable laws. Contractor shall provide City with said permits,
licenses, ,and certificates at the request of City.
(b) Contractor represents that it has, or shall secure at its own expense, all
personnel required to perform Contractor's Services under this Agreement. All personnel
engaged in the work shall be qualified to perform such Services.
Section 7. Permits and Licenses. Contractor shall obtain and maintain during the
Agreement term all necessary licenses, permits and certificates required by law for the provision
of services under this Agreement, including a business license.
Section 8. Access. Contractor shall comply with all reasonable access and other
restrictions that City may impose. No access to City property for performance of the Services
shall be permitted prior to delivery to City of proof of insurance paid and maintained by
Contractor.
Section 9. Contractor's Duties and Representations.
Contractor represents, covenants and agrees as follows:
(a) There are no obligations, commitments, or impediments of any kind that
will limit or prevent performance of the Services.
(b) Contractor presently has no interest and shall not have any interest, direct
or indirect, which would conflict in any manner with the performance of the Services
contemplated by this Agreement. No person having any such interest shall be employed by or
be associated with Contractor.
(c) There is no litigation pending against Contractor and Contractor is not the
subject of any criminal investigation or proceeding, and neither Contractor nor its personnel, to
its actual knowledge, have been convicted of a felony.
Section 10. Independent Contractor.
(a) Contractor is and shall at all times remain, as to City, a wholly
independent contractor. The personnel performing the Services under this Agreement on behalf
of Contractor shall at all times be under Contractor's exclusive direction and control. Neither
City nor any of its officers, officials, employees, agents, or volunteers shall have control over the
conduct of Contractor or any of Contractor's officers, employees, or agents except as set forth in
this Agreement. Contractor shall not at any time or in any manner represent that it or any of its
officers, employees, or agents are in any manner officers, officials, employees, agents, or
volunteers of City. Contractor shall not incur or have the power to incur any debt, obligation or
liability whatsoever against City, or bind City in any manner.
(b) No employee benefits shall be available to Contractor or its officers,
employees, or agents in connection with the performance of this Agreement. Except for
Consideration paid to Contractor as provided in the Agreement, City shall not pay salaries,
wages, or other compensation to Contractor for performing services hereunder for the City. City
shall not be liable for compensation or indemnification to Contractor or its officers, employees,
or agents for injury or sickness arising out of performing services hereunder.
(c) Contractor agrees to pay and be responsible for paying all Federal, State
and local taxes for compensation received by Contractor from City while performing services for
City.
Section 11. Termination.
(a) Termination Right. City may, at any time, for any reason or for no reason,
with or without cause, terminate this Agreement, by serving upon the Contractor at least five (5)
calendar days prior written notice. Upon receipt of such notice, Contractor shall immediately
cease all work under this Agreement, unless the notice provides otherwise.
(b) In the event of termination or cancellation of this Agreement by City, due
to no fault or failure of performance by Contractor, Contractor shall be paid based on the
percentage of work satisfactorily performed at the time of termination. In no event shall
Contractor be entitled to receive more than the amount that would be paid to Contractor for the
full performance of the services required by this Agreement. Contractor shall have no other
claim against City by reason of such termination, including any claim for compensation.
(c) Actions Subsequent to Termination. In the event of termination of this
Agreement, Contractor shall deliver all Confidential Information, as defined in Section 13 below,
to City within thirty (30) days after the termination of this Agreement. Contractor shall also take
all such other action as City reasonably requires and shall cooperate with City to effectuate an
orderly and systematic termination of Contractor's duties and activities hereunder.
(d) All of the terms and conditions in the Agreement related to payment,
confidentiality, indemnification, dispute resolution and waiver shall survive termination of this
Agreement.
Section 12. Limitation of City's Liability. City's liability on any kind of claim for any
loss or damage arising out of, in connection with, or resulting from this Agreement, shall in no
case exceed the amount that would be paid to Contractor for the full performance of the
services required by this Agreement. In no event shall City be liable for anticipated profits or for
incidental, consequential or punitive damages. City shall not be liable for penalties of any
description.
Section 13. Confidential Status; Disclosure of Information.
(a) Confidential Status; Disclosure of Information. All data, customer
information, business practices, business methods, privileged information, trade secrets,
financial statements, floor plans, designs, blueprints, maps, surveys, drawings, models, reports,
correspondence, logs, documents, materials or other information developed or created by
Contractor, received by Contractor, revealed to Contractor, or provided to Contractor for the
performance of this Agreement ("Confidential Information") are deemed confidential and shall
not be disclosed by Contractor to any third party without City's prior written consent. City
reserves all rights to Confidential Information. City shall grant consent if disclosure is legally
required. All Confidential Information shall be returned to City upon completion or termination of
this Agreement. Contractor's covenant under this section shall survive the termination of this
Agreement. City may disclose to third parties any Confidential Information at its sole discretion.
(b) Contractor's obligation not to disclose any Confidential Information shall
not extend to information that:
i. was in the possession of, or was rightfully known by, the
Contractor without an obligation to maintain its confidentiality prior to receipt from City;
is or becomes generally known to the public without violation of
this Agreement;
iii. is obtained without an obligation of confidentiality by the
Contractor in good faith from a third party having the right to disclose it without an obligation of
confidentiality; or
iv. information which is required to be disclosed pursuant to any court
order or directive having the force of law.
5
(c) The provisions of this section shall survive the termination of this
Agreement.
Section 14. Technical Materials. City reserves all rights to any and all tools, dies,
patterns, plates or other similar technical materials furnished or paid for by City, and Contractor
shall use such materials in strict confidentiality and shall return the same to City at its request
upon completion or termination of this Agreement. Contractor shall not copy or otherwise use
any such materials for any purposes other than the completion of this Agreement. Contractor's
covenant under this section shall survive the termination of this Agreement.
Section 15. Records and Inspections. Contractor shall maintain full and accurate
records with respect to all matters covered under this Agreement for Records Retention Period.
City shall have access, without charge, during normal business hours to such records, and the
right to examine and audit the same and to make copies and transcripts therefrom, and to
inspect all program data, documents, proceedings and activities.
Section 16. Default. Contractor's failure to comply with the provisions of this
Agreement shall constitute a default. In the event that Contractor is in default under the terms
of this Agreement, City shall have no obligation or duty to continue compensating Contractor for
any work performed after the date of default and can terminate this Agreement immediately by
written notice to Contractor.
Section 17. Indemnification. Contractor agrees to defend, indemnify, protect and hold
harmless City, its officers, officials, employees, agents, and volunteers from and against any
and all claims, suits, demands, actions, losses, damages, judgments, settlements, penalties,
fines, defensive costs or expenses, including without limitation, interest, attorneys' fees and
expert witness fees, or liability of any kind or nature arising out of or attributable to the acts or
omissions of Contractor, or Contractor's officers, employees, or agents which in any arise
out of, result from, or are in any way related to the performance or non-performance of this
Agreement, excepting only liability arising out of the sole negligence or willful misconduct of
City, its officers, officials, employees, agents, or volunteers.
THE PROVISIONS OF THIS SECTION SHALL NOT TERMINATE OR EXPIRE, SHALL
SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT AND
SHALL BE GIVEN THE BROADEST POSSIBLE INTERPRETATION.
The obligations in this section are in addition to Contractor's duty to provide insurance and shall
not be limited by any limitation on the amount or type of insurance coverage carried by
Contractor.
Section 18. Insurance.
(a) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive General
Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence,
combined single limit, against any personal injury, death, loss or damage resulting from the
wrongful or negligent acts by Contractor or Contractor's officers, employees, or agents.
(b) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive Vehicle Liability
insurance covering personal injury and property damage, with minimum limits of One Million
Eel
Dollars ($1,000,000) per occurrence, combined single limit, covering any vehicle utilized by
Contractor or Contractor's officers, employees, or agents in performing the services required by
this Agreement.
(c) Contractor agrees to maintain in force at all times during the performance
of work under this Agreement workers compensation insurance as required by law.
(d) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Excess Liability Insurance, with
minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit,
and provide policy coverage and terms at least as broad as those required in the primary
insurance.
(e) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Pollution Liability Insurance,
with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single
limit, and provide policy coverage and terms at least as broad as those required in the primary
insurance.
(f) Contractor shall require each of its sub -consultants or sub -contractors to
maintain insurance coverage that meets all of the requirements of this Agreement.
(g) The policy or policies required by this Agreement shall be issued by an
insurer admitted in the State of California and with a rating of at least a B+; VII in the latest
edition of Best's Insurance Guide.
(h) Contractor agrees that if it does not keep the aforesaid insurance in full
force and effect City may either immediately terminate this Agreement or, if insurance is
available at a reasonable cost, City may take out the necessary insurance and pay, at
Contractor's expense, the premium thereon.
(i) At all times during the term of this Agreement, Contractor shall maintain
on file with the Risk Manager, a certificate or certificates of insurance, satisfactory to the City
Attorney and Risk Manager, along with a copy of the policy declarations page for each policy
showing that the aforesaid policies are in effect in the required amounts. Upon request by City,
Contractor shall cause its insurers to issue certified copies of the insurance policies evidencing
that the coverage and policy endorsements required under this Agreement are maintained in
force. Contractor shall, prior to commencement of work under this Agreement, file with the Risk
Manager, such certificate or certificates and a copy of the policy declarations page for each
policy. The policies of insurance required by this Agreement shall contain an endorsement
naming the City, its officers, officials, employees, agents, and volunteers as additional insured's.
All of the policies required under this Agreement shall contain an endorsement providing that
the policies cannot be canceled or reduced except on thirty (30) days prior written notice to City,
and specifically stating that the coverage contained in the policies affords insurance pursuant to
the terms and conditions as set forth in this Agreement.
(j) The insurance provided by Contractor shall be primary to any coverage
available to City, and any insurance or self-insurance maintained by City, its officers, officials,
employees, agents, or volunteers shall be excess of Contractor's insurance and shall not
contribute with it. The policies of insurance required by this Agreement shall include provisions
7
for waiver of subrogation. Contractor hereby waives all rights of subrogation against City, its
officers, officials, employees, agents, and volunteers.
(k) Any deductibles or self -insured retentions must be declared to and
approved by City. At the option of City, Contractor shall either reduce or eliminate the
deductibles or self -insured retentions with respect to City, or Contractor shall procure a bond
guaranteeing payment of losses and expenses.
Section 19. Certification. In accordance with the provisions of Section 3700 of the
Labor Code, Contractor shall secure the payment of compensation to Contractor's employees.
By executing this Agreement, Contractor certifies the following: Contractor is aware of the
provisions of Section 3700 of the Labor Code which require every employer to be insured
against liability for workers' compensation or to undertake self-insurance in accordance with the
provisions of that code, and Contractor will comply with such provisions before commencing the
performance of the work of this Agreement.
Section 20. Standard Specifications. The work done pursuant to this Agreement shall
be done in accordance with the provisions of the most current edition of "Standard
Specifications for Public Works Construction" (commonly known as "the Green Book") including
Supplements, prepared and promulgated by the Southern California Chapter of the American
Public Works Association and the Associated General Contractors of California, which
specifications are hereinafter referred to as the "Standard Specifications." The provisions of
these Standard Specifications shall apply to the work performed under this Agreement, unless
different standards are specified in Exhibit A or agreed to in writing by the City.
Section 21. Compliance with Laws. Contractor shall keep itself informed of and
comply with all Applicable Laws, including without limitation, the Fair Labor Standards Act, the
Occupational Safety and Health Act and all those Applicable Laws relating in any way to
employment practices and protection of the environment. Contractor shall not discriminate
against any employee or any applicant for employment for reasons of race, color, creed,
religion, sex, sexual preference, age or national origin. For purposes of this section, "Applicable
Laws" shall mean any and all laws, regulations, rules, orders, directives, judgments, decrees,
permits, approvals or other applicable requirements of any governmental entity or agency
having jurisdiction that are applicable to any aspect of this Agreement that are in force on the
Effective Date and as they may be enacted, issued or amended during the term of this
Agreement.
Section 22. Enforcement of Wage and Hour Laws. Eight hours labor constitutes a
legal day's work. The Contractor, or subcontractor, if any, shall forfeit twenty-five dollars ($25)
for each worker employed in the execution of this Agreement by the respective Contractor or
subcontractor for each calendar day during which the worker is required or permitted to work
more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation
of the provisions of Sections 1810 through 1815 of the California Labor Code as a penalty paid
to the City; provided, however, work performed by employees of contractors in excess of 8
hours per day, and 40 hours during any one week, shall be permitted upon compensation for all
hours worked in excess of 8 hours per day at not less than 11/2 times the basic rate of pay.
Section 23. Materials and Workmanship. City shall have the right to inspect any
material used. Material furnished shall be new, complete, ready -for -use and of the latest model,
shall not have been used in demonstration or other services and shall have all the usual
equipment as shown by its manufacturer's current specifications and catalogs, unless otherwise
N.
specified. Equipment, supplies or services that fail to comply with the Agreement requirements
regarding design, material or workmanship may be rejected at the option of City. Any materials
rejected shall be removed from City premises at the Contractor's sole expense.
Section 24. Licenses and Permits. Except as provided herein below, Contractor shall
obtain and pay for all permits and licenses required by federal, state or local law, rule or
regulation. Costs for obtaining City permits required under this Agreement will be waived. All
requirements for obtaining permits (including City permits) remain in effect and are not waived;
only the costs of City permits are waived.
Section 25. Assignment of Unfair Business Practices. Contractor and its
subcontractor offers and agrees to assign to City all rights, title, and interest in and to all causes
of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the
Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the
Business and Professions Code), arising from purchases of goods, services, or materials
pursuant to the public works contract or the subcontract. This assignment shall be made and
become effective at the time City tenders final payment to Contractor, without further
acknowledgment by the parties.
Section 26. Assignment and Subcontracting. Contractor shall not assign or attempt to
assign any portion of this Agreement, or subcontract any required performance hereunder,
without the prior written approval of City. Any assignment or subcontract made in violation of
this section is invalid and void. In the event City grants written approval to Contractor to
subcontract work under this Agreement, Contractor is prohibited from using a subcontractor who
is ineligible to perform work on a public works project pursuant to Section 1777.1 or 1777.7 of
the Labor Code.
Section 27. Arbitration and Venue. Any dispute, claim or controversy arising out of or
relating to this Agreement or the breach, termination, enforcement, interpretation or validity
thereof, including the determination of the scope or applicability of this Agreement to arbitrate,
shall be determined by arbitration in Los Angeles, California. The arbitration shall be
administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. The
arbitrator shall be a retired judge. All decisions of the arbitrator shall be in writing, and the
arbitrator shall provide written reasons for their decision. The arbitration decision shall be final
and binding on the Parties. Judgment on the award may be entered in any court having
jurisdiction pursuant to this Agreement. This clause shall not preclude Parties from seeking
provisional remedies in aid of arbitration from a court having jurisdiction pursuant to this
Agreement. The exclusive jurisdiction and venue under this Agreement shall be the Superior
Court of California, Los Angeles County.
Section 28. Attorneys Fees. In the event a dispute, claim or litigation arises regarding
this Agreement, the prevailing party shall be entitled to reimbursement for reasonable attorneys
fees and actual costs, which may be set by the arbitrators or the court in the same action or in a
separate action brought for that purpose, in addition to any other relief which is obtained.
Section 29. Governing Law. This Agreement shall be interpreted and enforced
according to, and the Parties rights and obligations governed by, the domestic law of the State
of California, without regard to its laws regarding choice of applicable law.
Section 30. Entire Agreement and Modifications. This Agreement, including
attachments incorporated herein by reference, represents the entire integrated agreement and
7
understanding between the Parties, and supersedes all prior or contemporaneous negotiations,
representations, agreements, understandings and statements, written or oral. This Agreement
may only be modified by a writing signed by both Parties.
Section 31. Waiver. The waiver by either party of a breach or default by the other
party shall not be deemed a waiver of any different or later breach whether of the same or other
covenant or condition; nor shall any delay or omission by either party to exercise any right it
may have hereunder operate as a waiver of any breach or default of such a right. The failure of
either party to this Agreement to exercise any of its rights under this Agreement does not
constitute a breach thereof and shall not be deemed to be a waiver of such rights or a waiver of
any subsequent breach. No waiver, benefit, privilege, or service voluntarily given or performed
by a party shall give the other party any contractual rights by custom, estoppel, or otherwise.
Section 32. Force Maieure. Neither party shall be considered in default of any of its
obligations under this Agreement when a failure of performance shall be due to an
uncontrollable force. The term "uncontrollable force" shall mean flood, earthquake, storm, fire,
Lightning, epidemic, war, riot, civil disturbance or disobedience, federal, state, or municipal
action, statute, ordinance, or regulation, embargoes of the United States Government or any
other government, which by exercise of due diligence such party could not reasonably have
been expected to avoid and by exercise of due diligence has been unable to overcome. Either
party rendered unable to fulfill any of its obligations under this Agreement by reason of an
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.
Section 33. City Not Obligated to Third Parties. City shall not be obligated or liable
under this Agreement to any party other than Contractor. City shall timely notify Contractor of
the receipt of any third -party claim relating to this Agreement. City shall be entitled to recover its
reasonable costs incurred in providing the notification required by section.
Section 34. Notices. All notices, approvals, consents and other communications
between the Parties shall be in writing, and shall be sent by certified mail (return receipt
requested) or other delivery service which provides evidence of delivery, using the address set
forth on the Cover Page under "Notice Information - City" or "Notice Information - Vendor," as
appropriate, or at such other address as may be furnished by either party to the other in writing.
Mailed notices will be deemed communicated as of the day of receipt.
Section 35. Cover Page and Exhibits. The Cover Page and all documents referenced
as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any
material discrepancy between the express provisions of this Agreement and the provisions of
any document incorporated herein by reference, the provisions of this Agreement shall prevail.
Section 36. Headings. Headings used in this Agreement are for convenience and
ease of reference only and shall not affect the interpretation of the Agreement.
Section 37. Survival of Terms. All of the terms and conditions in this Agreement
related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive
termination of this Agreement.
Section 38. Severability. Whenever 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
10
Agreement is determined by a court of competent jurisdiction to be invalid, void or
unenforceable, the remaining provisions shall nevertheless continue in full force and effect, and
shall in no way be affected, impaired or invalidated.
Section 39. Authority to Execute This Agreement. The person or persons executing
this Agreement on behalf of Contractor warrants and represents that he or she has the authority
to execute this Agreement on behalf of Contractor and has the authority to bind Contractor to
the performance of its obligations under this Agreement.
[Signatures Begin on Next Page].
11
IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date stated
in the introductory clause.
City of Vernon, a California charter City
and California municipal corporation .
w
By. HILARIO GONZr ALES
Mayor
ATTE
� /
WILLARD G. YAMAGVCHY, City/Clhrk
APPROVED AS TO FORM:
Interim City Attorney
MICHAEL B. MONTGOMERY
J & S Striping Co, Inc., a California
corporation
.��
Name: gigzj- 4
goly
Title: e"5;z
By-
�- %✓r��
12
r
1. *A"' Me I I r
EXHIBIT A
SCOPE OF SERVICES
. The Contractor will be required to provide all labor, equipment and materials to paint the
street lane lines in the City of Vernon with the specific type of materials required by the City of
Vernon. Scheduling, supervision and management of the painting to minimize the impact on
traffic in the City shall be provided by the contractor. Measurement and recordation of the
lengths of all lane lines painted shall be completed as part of this project. The work, the
methods of the work, traffic control and the type of paint and materials used shall conform to the
Special Provisions attached hereto.
13
EXHIBIT B
EXHIBIT B
STREET LANE LINE QUANTITIES AND ESTIMATE OF COSTS
Description
Quantity
Unit Cost/LF
Total Cost
Double Yellow Center Line
100,000 LF
$0.11
$11,000.00
Two Way Left Turn Lane Line
50,000 LF
$0.09
$4,500.00
Broken Yellow Centerline
90,000 LF
$0.06
$5,400.00
Broken White Lane Line
200,000 LF
$0.05
$10,000.00
8 inch Solid White Lane Line
30,000 LF
$0.10
$3,000.00
Solid Yellow Centerline
2000 LF
$0.07
$140.00
Solid White Centerline
5000 LF
$0.07
$350.00
Total Costs
$34,390.00
Contractor shall invoice City within thirty (30) days after performing the work for Services
provided under this Agreement.
Invoices shall include the period for which the Services were provided, the dates of such
Services, and a description of the Services provided for that billing period. Each invoice shall
include copies of timesheets, if any, and other supporting documents as City may require.
Payments of each invoice shall be made by City within thirty (30) days following receipt of each
invoice as to all non -disputed fees. If City disputes any of Contractor's fees, it shall give written
notice to Contractor within thirty (30) days of receipt of the disputed invoice. Any amounts in
dispute shall be withheld until resolution.
14
EXHIBIT C
EXHIBIT C
CHANGE ORDER
15
Exhibit C
CITY OF VERNON
COMMUNITY SERVICES & WATER DEPARTMENT
CONTRACT CHANGE ORDER NO. SUPPLEMENT NO. _ SHEET _ OF _ SHEETS
PROJECT: P.O. NO.
TO: CONTRACTOR
REQUESTED BY: City of Vernon
You are hereby directed to make the herein described changes to the plans and specifications or do the following described work
not previously included in the plans and specifications of this contract. Except as specifically modified herein, all terms and
conditions of the original contract remain in full force and effect, and apply to the additional work as if said work was originally
included in the contract.
Contract Amount (Base Bid)
.. .. .... ...
......... . .... .. . ..................
$
Amount of This. Change Order
.... .................................. ..... 0
$
Amount of Previous Change Orders
.... ..............
$
Total Change Orders
..
$
Modified Contract Amount
...... ....
$
By reason of this change order the time of
completion will be adjusted as follows:
Approved: Date:
Director of Community Services & Water
Date:
Attest:
Willard Yamaguchi, City Clerk
We, the undersigned Contractor, have given careful consideration to the change proposed and hereby agree, if this proposal is approved,
that we will provide all
labor, equipment and materials, including overhead, except as may otherwise be noted above, and perform all services necessary for the
work above specified, and
will accept as full payment therefore the prices shown above.
Accepted Date: Contractor:
By: Title:
c: Project File/Contractor/Purchasing Rev. 03/10
OF vER
1 �
.ECEIVED
JV 1, M V- LO 11 �tGS,VELY 1M�J���
CITY CLERK'S OFfipMMUNITY SERVICES & WATER DEPARTMENT
OFFICE MEMORANDUM
A-6
TO: Mark Whitworth, City Administrator
FROM: Samuel Kevin Wilson Director of Community Services & Water
DATE: June 15, 2011
SUBJECT: Citywide Street Lane Line Striping — Services Agreement
Annually, the City of Vernon repaints the street lane lines throughout the City to ensure their
clear delineation. The City normally contracts for this because the work is done much more efficiently
by a private contractor that specializes in this work and has the equipment and staff familiar with this
type of installation. In order to minimize the impact on traffic in the City, the contract will call for the
striping to be done at night or on weekends with safe warning equipment. Supervision of the work will
be required of the selected contractor to eliminate any hazards during installation and required
effective scheduling will complete the work with minimal impact on business operations in the City.
The Department obtained proposals from J & S Striping, Superior Pavement Markings, Crisp
Company sand Stemdahl Enterprises, Inc. City staff is recommending that J & S Striping be retained
to provide for citywide street lane line striping based on quality of services they can provide, expertise,
recommendations from their references and the cost of services.
The City Attorney's office prepared the enclosed Services Agreement between the City of
Vernon and J & S Striping for citywide street lane striping.
Enclosed is a Staff Report recommending that the City Council approve said Services
Agreement with an effective date of July 11, 2011. Please place this item on the next City Council
agenda. Thank you.
SKW/vr
Enclosure
Juarez, Debbie
From: Barcia, Ana
Sent: Wednesday, July 27, 2011 5:27 PM
To: Juarez, Debbie
Subject: RE: INSURANCE INQUIRY - J & S STRIPING - RES. NO. 2011-120
Hi Debbie,
The above referenced has provided acceptable insurance coverage.
Ana Barcia
City of Vernon
T: 323) 583-8811 ex 286
F: 323) 826-1439
abarcia@ci.vernon.ca.us
-----Original Message -----
From: Juarez, Debbie
Sent: Wednesday, July 20, 2011 11:08 AM
To: Barcia, Ana
Subject: FW: INSURANCE INQUIRY - J & S STRIPING - RES. NO. 2011-120
fyi
Deborah Juarez
Records Management Assistant
City of Vernon - City Clerk's Office
4305 Santa Fe Avenue
Vernon, CA 90058
(323) 583-8811
-----Original Message ----
From: Juarez, Debbie
Sent: Wednesday, July 06, 2011 2:37 PM
To: Mermis, Michelle
Subject: INSURANCE INQUIRY - J & S STRIPING - RES. NO. 2011-120
Hi Michelle. Please let me know if they have valid insurance on file. Thanks
1
�G� • Via%/—/-2 o
CITY OF VERNON
COMMUNITY SERVICES & WATER DEPARTMENT
CONTRACT CHANGE ORDER NO. 1 SUPPLEMENT NO. SHEET 1 OF 1 SHEETS
PROJECT: Citywide Street Lane Line Striping P.O. NO. 011.0007863
TO: J & S Striping Company, Inc. CONTRACTOR
REQUESTED BY: City of Vernon
You are hereby directed to make the herein described changes to the plans and specifications or do the following described work
not previously included in the plans and specifications of this contract. Except as specifically modified herein, all terms and
conditions of the original contract remain in full force and effect, and apply to the additional work as if said work was originally
included in the contract.
AGREEMENT EXTENSION
• Extend the existing Citywide Street Lane Line Striping agreement between the City of Vernon and J &
S Striping Company for one year with an effective date of July 25, 2012. The cost schedule (estimate
of costs) provided by J & S Striping per Exhibit B of Resolution No. 2011-120 shall remain in effect
and will continue to be used for compensation purposes. In addition, J & S Striping hereby agrees to
abide by the City of Vernon's Living Wage Ordinance provisions, a copy of which is attached
herewith and made a part hereof.
Total Amount of this Change Order: $34,390.00
Contract Amount (Base Bid)I ...............................................
$
34,390.00
Amount of This Change Order
I .............................................
$
34,390.00
Amount of Previous Change OrdersI .........................................
$
0.00
Total Change Orders .....................................................
$
34,390.00
Modified Contract Amount
.............................................
$
68,780.00
By reason of this change order the time of
com lesion will be adjusted as follows: ✓'
Approved: Date: fj- z6r e-
/07 Direc o nunity Services Water/� ✓
r
Date:
Attest:
Wil ar a guc ity Clerk -
We, the undersigned Contractor, have given caret nsideration to the change proposed and hereby agree, if this proposal is approved, that we will provide all
labor, equipment and materials, including overhead, except as may otherwise be noted above, and perform all services necessary for the work above specified, and
will accept as full payment therefore the prices shown above.
Accepted Date: Contractor: �4. J_N�
By: Title:
J
3 N
c: Project File/ConCractor/Purchasing Rev. 07/12
l �N
RECEIVED �I/-osti
JUL 24 2012
CITY CLERK'S OFFICE STAFF REPORT
COMMUNITY SERVICES & WATER DEPAP
rev /e
RECEIVED
JUL 19 2012
CITY ADMINISTRATION
DATE: July 16, 2012
TO: Honorable Mayor and City Council
2d
FROM: Samuel Kevin Wilson, Director of Community Services and Water
RE: Citywide Street Lane Line Striping — J & S Striping Company Extension
The City Council Awarded a Service Agreement to J & S Striping Co., Inc. in July,
2011. J & S Striping provided satisfactory street lane line striping in 2011. Annually, the City of
Vernon repaints the street lane lines throughout the City to ensure their clear delineation. The
City normally contracts for this because the work is done much more efficiently by a private
contractor that specializes in this work and has the equipment and staff familiar with this type of
installation. In order to minimize the impact on traffic in the City, the contract will call for the
striping to be done at night or on weekends with safe warning equipment. Supervision of the
work will be required of the contractor to eliminate any hazards during installation and required
effective scheduling will complete the work with minimal impact on business operations in the
City.
Fiscal Impact: J & S Striping has agreed to no changes in cost. The costs for street lane line striping in
the City of Vernon are budgeted in the Street Operations -Public Works portion of the budget. The
approved budget for 2012-13 is $34,390.00.
Recommendation: It is recommended that the City Council approve a Change Order extending the
service agreement with J & S Striping to provide street lane line striping services for the City of Vernon
for a one year period commencing July 25, 2012 and incorporating into the agreement a clause that the
work will be performed in accordance with the City's Living Wage Ordinance.
SKW/vr
DECEIVED JUL 2 4 2012
CITY CLERK'S OFFICE
COMMUNITY SERVICES & WATER DEPARTMENT
OFFICE MEMORANDUM
A-6
TO: Mark Whitworth, City Administrator
FROM: Samuel Kevin Wilson, Director of Community Services & Water
DATE: July 16, 2012
SUBJECT: Citywide Street Lane Line Striping — J & S Striping Company Extension
The City Council Awarded a Service Agreement to J & S Striping Co., hic. in July, 2011.
J & S Striping provided satisfactory street lane line striping in 2011. Annually, the City of Vernon
repaints the street lane lines throughout the City to ensure their clear delineation. The City normally
contracts for this because the work is done much more efficiently by a private contractor that
specializes in this work and has the equipment and staff familiar with this type of installation. In order
to minimize the impact on traffic in the City, the contract will call for the striping to be done at night
or on weekends with safe warning equipment. Supervision of the work will be required of the
contractor to eliminate any hazards during installation and required effective scheduling will complete
the work with minimal impact on business operations in the City.
Fiscal Impact: J & S Striping has agreed to no changes in cost. The costs for street lane line striping in the City
of Vernon are budgeted in the Street Operations -Public Works portion of the budget. The approved budget for
2012-13 is $34,390.00.
Recommendation: It is recommended that the City Council approve a Change Order extending the service
agreement with J & S Striping to provide street lane line striping services for the City of Vernon for a one year
period commencing July 25, 2012 and incorporating into the agreement a clause that the work will be
performed in accordance with the City's Living Wage Ordinance.
SKW/vr
CITY OF VERNON
COMMUNITY SERVICES & WATER DEPARTMENT
CONTRACT CHANGE ORDER NO. 1 SUPPLEMENT NO. _ SHEET 1 OF 1 SHEETS
PROJECT: Citywide Street Lane Line Striping P.O. NO. 011.0007863
TO: J & S Striping Company, Inc. CONTRACTOR
REQUESTED BY: City of Vernon
You are hereby directed to make the herein described changes to the plans and specifications or do the following described work
not previously included in the plans and specifications of this contract. Except as specifically modified herein, all terms and
conditions of the original contract remain in full force and effect, and apply to the additional work as if said work was originally
included in the contract.
AGREEMENT EXTENSION
• Extend the existing Citywide Street Lane Line Striping agreement between the City of Vernon and J &
S Striping Company for one year with an effective date of July 25, 2012. The cost schedule (estimate
of costs) provided by J & S Striping per Exhibit B of Resolution No. 2011-120 shall remain in effect
and will continue to be used for compensation purposes. In addition, J & S Striping hereby agrees to
abide by the City of Vernon's Living Wage Ordinance provisions, a copy of which is attached
herewith and made a part hereof.
Total Amount of this Change Order: $34,390.00
Contract Amount Base Bid
.......................... .............. ......
$
34,390.00
Amount of This Change Order
I ..............................................
$
34,390.00.
Amount of Previous Change Orders
I ...................................... :...
$
0.00
Total Change Orders
I .....................................................
$
34,390.00
Modified Contract Amount
..............................................
$
68,780.00
By reason of this change order the time of.
completion will be adjusted as follows:
Approved: Date:
Director of Community Services & Water
Attest: Date:
Willard Yamaguchi, City Clerk
We, the undersigned Contractor, have given careful consideration to the change proposed and hereby agree, if this proposal is approved, that we will provide all -
labor, equipment and materials, including overhead, except as may otherwise be noted above, and perform all services necessary for the work above specified, and
will accept as full payment therefore the prices shown above.
Accepted Date: Contractor:
By: Title`.
c: ProjectFile/Contractor/Purchasing Rev.07/12