CC SR 20171003 F - Award Traffic Signal Maintenance ContractRANCHO PALOS VERDES CITY COUNCIL
AGENDA REPORT
AGENDA DESCRIPTION:
MEETING DATE: 10/03/2017
AGENDA HEADING: Consent Calendar
Consideration and possible action to award a Public Works Agreement to Econolite
Systems for the Traffic Signal Maintenance Contract FY 2017-2018 through FY 2021-
2022.
RECOMMENDED COUNCIL ACTION:
(1) Award a multi-year Public Works Agreement to Econolite Systems for the Traffic
Signal Maintenance Contract FY 2017-2018 through FY2021-2022 in an amount
not -to -exceed $121,910 excluding inflationary changes in the producer price
index; and,
(2) Authorize the Mayor and City Clerk to execute the agreement with Econolite
Systems pending City Attorney's approval as to form.
FISCAL IMPACT: The cost for traffic signal maintenance will be $121,910 each fiscal
year. The fiscal year budget allocation is $85,000. An additional allocation of $36,910 is
needed to cover the cost of traffic signal maintenance services this fiscal year.
Amount Budgeted:
$85,000
Additional Appropriation: $36,910 211 -400 -0000 -5201 -
Account Number(s): 202-400-3120-5201 ($10,000)
211-400-0000-5201 ($75,000)
ORIGINATED BY: Nicole Jules, Deputy Director of Public Works`
REVIEWED BY: Terry Rodrigue, Interim Director of Public Works
APPROVED BY: Doug Willmore, City Manager fl--,
ATTACHED SUPPORTING DOCUMENTS:
A. Econolite Systems Contract for Traffic Signal Maintenance (page A-1)
BACKGROUND AND DISCUSSION:
The City has 15 signalized intersections, 5 flashing beacons and one pedestrian -
activated signalized crossing. The maintenance of these systems requires specialized
training, equipment and experience. The specifics of the work call for extraordinary
maintenance and routine, preventative maintenance activities which will help protect the
City from liability exposure. Preventative maintenance includes monthly inspection of
signal equipment, safety lighting and signal operations. Extraordinary maintenance
includes signal malfunctions, emergency response, damaged lights, pole and
equipment repairs and replacement. Econolite Systems, formerly Aegis, ITS, has been
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providing traffic signal maintenance services to the City since 2009. Their work has
been very responsible and responsive.
The City of Brea awarded a contract to Econolite Systems for Traffic Signal
Maintenance Services on November 21, 2016, using a competitive process substantially
similar to City's procurement process. Staff solicited a proposal from Econolite for
similar services. After receiving and reviewing Econolite's proposal, it was decided to
"piggy -back" on the City of Brea's procurement action which selected Econolite Systems
as their service provider. Although Econolite's proposal to the City for routine
maintenance was less than the proposal for the City of Brea, the City would have had
higher extraordinary unit prices due to the higher cost of working on the peninsula.
Based on Econolite's performance in the City of Brea as well as their track record and
service levels provided in the past, Staff is recommending this work be awarded to
Econolite Systems.
The cost for traffic signal maintenance services is $121,910 for fiscal year 2017-2018.
There was an increase in the contract due to changes to the City's traffic signal
inventory. Since the last agreement was executed, the City has two additional traffic
signals, a pedestrian -activated crossing and two additional flashing beacons.
Additionally, we've experienced a higher rate of traffic collisions which has resulted in
equipment repair and/or replacement. Some of the key contract provisions are:
The term of the contract is for one-year with three one-year options to renew.
The unit prices are fixed for the first year. Each July 1St, the contractor may
request an adjustment in accordance with the Producer Price Index
The items in Part II of the Bid Schedule are estimated quantities and will be billed
on a time and materials basis as extraordinary maintenance services are
rendered.
UTO VI 7OI_1 11 LIF4 i
In addition to the Staff recommendations, the following alternative action is available for
the City Council's consideration:
Direct Staff to re -advertise the contract to receive additional bids. Staff
does not believe this action will result in additional bidders or cost savings.
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PUBLIC WORKS AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
ECONOLITE SYSTEMS
01203.0006/405834.2 1
AGREEMENT FOR PUBLIC WORKS SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
ECONOLITE SYSTEMS
THIS AGREEMENT FOR PUBLIC WORKS SERVICES (herein "Agreement") is made
and entered into this 3rd day of October, 2017 by and between the City of Rancho Palos Verdes,
a California municipal corporation ("City") and Econolite Systems ("Contractor"). City and
Contractor are sometimes hereinafter individually referred to as "Party" and hereinafter
collectively referred to as the "Parties".
RECITALS
A. The City of Brea awarded a contract to Contractor for Traffic Signal Maintenance
on or about November, 21, 2016, which services were procured using a competitive process
substantially the same as that used by City for the procurement of services.
B. Contractor, following submission of a proposal or bid for the performance of the
services defined and described particularly in Article 1 of this Agreement, was selected by the
City to perform those services.
C. Pursuant to the City of Rancho Palos Verdes Municipal Code Section 2.44.050,
City desires to engage Contractor to provide Traffic Signal Maintenance Services, with
compensation based on the rates bid in the City of Brea contract.
D. The Parties desire to formalize the selection of Contractor for performance of
those services defined and described particularly in Article 1 of this Agreement and desire that
the terms of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants
made by the Parties and contained herein and other consideration, the value and adequacy of
which are hereby acknowledged, the parties agree as follows:
ARTICLE 1. WORK OF CONTRACTOR
1.1 Scope of Work.
In compliance with all terms and conditions of this Agreement, the Contractor
shall provide those services specified in the "Scope of Work" attached hereto as Exhibit "A" and
incorporated herein by this reference, which may be referred to herein as the "services" or
"work" hereunder. As a material inducement to the City entering into this Agreement, Contractor
represents and warrants that it has the qualifications, experience, and facilities necessary to
properly perform the work required under this Agreement in a thorough, competent, and
professional manner, and is experienced in performing the work and services contemplated
herein. Contractor shall at all times faithfully, competently and to the best of its ability,
experience and talent, perform all services described herein. Contractor covenants that it shall
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follow the highest professional standards in performing the work and services required hereunder
and that all materials will be both of good quality as well as fit for the purpose intended. For
purposes of this Agreement, the phrase "highest professional standards" shall mean those
standards of practice recognized by one or more first-class firms performing similar work under
similar circumstances.
1.2 Bid Documents.
The Scope of Work shall include the "General Provisions" and "Special
Provisions" in the bid documents for the project entitled Traffic Signal Maintenance Contract FY
2017-2018 Through FY 2021-2022, including any documents or exhibits referenced therein
(collectively, "bid documents"), all of which are incorporated herein by this reference. In the
event of any inconsistency between the terms of the bid documents and this Agreement, the
terms of this Agreement shall govern.
1.3 Compliance with Law.
Contractor shall keep itself informed concerning, and shall render all services
hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the
City and any Federal, State or local governmental entity having jurisdiction in effect at the time
service is rendered.
1.4 Compliance with California Labor Law.
(a) Public Work. The Parties acknowledge that the work to be performed
under this Agreement is a "public work" as defined in Labor Code Section 1720 and that this
Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing
with Section 1720) of the California Labor Code relating to public works contracts and the rules
and regulations established by the Department of Industrial Relations ("DIR") implementing
such statutes. The work performed under this Agreement is subject to compliance monitoring
and enforcement by the DIR. Contractor shall post job site notices, as prescribed by regulation.
(b) Prevailing Wages. Contractor shall pay prevailing wages to the extent
required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the
prevailing rate of per diem wages are on file at City Hall and will be made available to any
interested party on request. By initiating any work under this Agreement, Contractor
acknowledges receipt of a copy of the Department of Industrial Relations (DIR) determination of
the prevailing rate of per diem wages, and Contractor shall post a copy of the same at each job
site where work is performed under this Agreement.
(c) Penalty for Failure to Pay Prevailing Wages. Contractor shall comply with
and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment
of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The
Contractor shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar
day, or portion thereof, for each worker paid less than the prevailing rates as determined by the
DIR for the work or craft in which the worker is employed for any public work done pursuant to
this Agreement by Contractor or by any subcontractor.
01203.0006/405834.2 -2 A-3
(d) Payroll Records. Contractor shall comply with and be bound by the
provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to:
keep accurate payroll records and verify such records in writing under penalty of perjury, as
specified in Section 1776; certify and make such payroll records available for inspection as
provided by Section 1776; and inform the City of the location of the records.
(e) Apprentices. Contractor shall comply with and be bound by the provisions
of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8,
Section 200 et seq. concerning the employment of apprentices on public works projects.
Contractor shall be responsible for compliance with these aforementioned Sections for all
apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall
provide City with a copy of the information submitted to any applicable apprenticeship program.
Within sixty (60) days after concluding work pursuant to this Agreement, Contractor and each of
its subcontractors shall submit to the City a verified statement of the journeyman and apprentice
hours performed under this Agreement.
(f) Eight -Hour Work Day. Contractor acknowledges that eight (8) hours labor
constitutes a legal day's work. Contractor shall comply with and be bound by Labor Code
Section 1810.
(g) Penalties for Excess Hours. Contractor shall comply with and be bound by
the provisions of Labor Code Section 1813 concerning penalties for workers who work excess
hours. The Contractor shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each
worker employed in the performance of this Agreement by the Contractor or by any
subcontractor for each calendar day during which such worker is required or permitted to work
more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week
in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code.
Pursuant to Labor Code section 1815, work performed by employees of Contractor in excess of
eight (8) hours per day, and forty (40) hours during any one week shall be permitted upon public
work upon compensation for all hours worked in excess of 8 hours per day at not less than one
and one-half (1'/2) times the basic rate of pay.
(h) Workers' Compensation. California Labor Code Sections 1860 and 3700
provide that every employer will be required to secure the payment of compensation to its
employees if it has employees. In accordance with the provisions of California Labor Code
Section 1861, Contractor certifies as follows:
"I am 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 I will
comply with such provisions before commencing the performance of the work of
this contract."
Contractor's Authorized Initials
(i) Contractor's Responsibility for Subcontractors. For every subcontractor
who will perform work under this Agreement, Contractor shall be responsible for such
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subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720)
of the California Labor Code, and shall make such compliance a requirement in any contract
with any subcontractor for work under this Agreement. Contractor shall be required to take all
actions necessary to enforce such contractual provisions and ensure subcontractor's compliance,
including without limitation, conducting a review of the certified payroll records of the
subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to
pay his or her workers the specified prevailing rate of wages. Contractor shall diligently take
corrective action to halt or rectify any such failure by any subcontractor.
1.5 Licenses, Permits, Fees and Assessments.
Contractor shall obtain at its sole cost and expense such licenses, permits,
registrations, and approvals as may be required by law for the performance of the services
required by this Agreement. Contractor shall have the sole obligation to pay for any fees,
assessments and taxes, plus applicable penalties and interest, which may be imposed by law and
arise from or are necessary for the Contractor's performance of the services required by this
Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or
agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or
imposed against City hereunder.
1.6 Familiarity with Work.
(a) By executing this Agreement, Contractor warrants that Contractor (i) has
thoroughly investigated and considered the scope of work to be performed, (ii) has carefully
considered how the services should be performed, and (iii) fully understands the facilities,
difficulties and restrictions attending performance of the services under this Agreement. If the
services involve work upon any site, Contractor warrants that Contractor has or will investigate
the site and is or will be fully acquainted with the conditions there existing, prior to
commencement of services hereunder.
(b) Contractor shall promptly, and before the following conditions are
disturbed, notify the City, in writing, of any: (i) material Contractor believes may be hazardous
waste as defined in Section 25117 of the Health & Safety Code required to be removed to a Class
I, II, or III disposal site in accordance with existing law; (ii) subsurface, unknown or latent
conditions, materially different from those indicated; or (iii) unknown physical conditions at the
site of any unusual nature, different from those ordinarily encountered and generally recognized
as inherent in work of the character provided for in this Agreement, and will materially affect the
performance of the services hereunder.
(c) City shall promptly investigate the conditions, and if it finds that the
conditions do materially differ, or do involve hazardous waste, and cause a decrease or increase
in Contractor's cost of, or the time required for, performance of any part of the work, shall issue a
change order per Section 1.10 of this Agreement.
(d) In the event that a dispute arises between City and Contractor whether the
conditions materially differ, or involve hazardous waste, or cause a decrease or increase in
Contractor's cost of, or time required for, performance of any part of the work, Contractor shall
01203.0006/405834.2 -4-
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not be excused from any scheduled completion date set, but shall proceed with all work to be
performed under the Agreement. Contractor shall retain any and all rights provided either by
contract or by law, which pertain to the resolution of disputes and protests between the
contracting parties.
(e) City will compensate Contractor to the extent required by Government
Code Section 4215 by issuing a change order per Section 1.10 of this Agreement.
1.7 Protection and Care of Work and Materials.
The Contractor shall adopt reasonable methods, including providing and
maintaining storage facilities, during the life of the Agreement to furnish continuous protection
to the work, and the equipment, materials, papers, documents, plans, studies and/or other
components thereof to prevent losses or damages, and shall be responsible for all such damages,
to persons or property, until acceptance of the work by City, except such losses or damages as
caused by City's own negligence. Stored materials shall be reasonably accessible for inspection.
Contractor shall not, without City's consent, assign, sell, mortgage, hypothecate, or remove
equipment or materials which have been installed or delivered and which may be necessary for
the completion of the work.
1.8 Warranty.
Contractor warrants all work under the Agreement (which for purposes of this
Section shall be deemed to include unauthorized work which has not been removed and any
non -conforming materials incorporated into the work) to be of good quality and free from any
defective or faulty material and workmanship. Contractor agrees that for a period of one year (or
the period of time specified elsewhere in the Agreement or in any guarantee or warranty
provided by any manufacturer or supplier of equipment or materials incorporated into the work,
whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after
being notified in writing by the City of any defect in the work or non-conformance of the work to
the Agreement, commence and prosecute with due diligence all work necessary to fulfill the
terms of the warranty at its sole cost and expense. Contractor shall act as soon as requested by
the City in response to an emergency. In addition, Contractor shall, at its sole cost and expense,
repair, remove and replace any portions of the work (or work of other contractors) damaged by
its defective work or which becomes damaged in the course of repairing or replacing defective
work. For any work so corrected, Contractor's obligation hereunder to correct defective work
shall be reinstated for an additional one year period, commencing with the date of acceptance of
such corrected work. Contractor shall perform such tests as the City may require to verify that
any corrective actions, including, without limitation, redesign, repairs, and replacements comply
with the requirements of the Agreement. All costs associated with such corrective actions and
testing, including the removal, replacement, and reinstitution of equipment and materials
necessary to gain access, shall be the sole responsibility of the Contractor. All warranties and
guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the
work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the
City, regardless of whether or not such warranties and guarantees have been transferred or
assigned to the City by separate agreement and Contractor agrees to enforce such warranties and
guarantees, if necessary, on behalf of the City. In the event that Contractor fails to perform its
01203.0006/405834.2 -5 '
obligations under this Section, or under any other warranty or guaranty under this Agreement, to
the reasonable satisfaction of the City, the City shall have the right to correct and replace any
defective or non -conforming work and any work damaged by such work or the replacement or
correction thereof at Contractor's sole expense. Contractor shall be obligated to fully reimburse
the City for any expenses incurred hereunder upon demand.
1.9 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective
obligations under this Agreement. Both parties agree to act in good faith to execute all
instruments, prepare all documents and take all actions as may be reasonably necessary to carry
out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible
for the service of the other.
1.10 Additional Work and Change Orders.
(a) City shall have the right at any time during the performance of the
services, without invalidating this Agreement, to order extra work beyond that specified in the
Scope of Work or make changes by altering, adding to or deducting from said work. No such
extra work may be undertaken unless a written change order is first given by the Contract Officer
to the Contractor, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the
time to perform this Agreement, which said adjustments are subject to the written approval of the
Contractor ("Change Order"). All Change Orders must be signed by the Contractor and Contract
Officer prior to commencing the extra work thereunder.
(b) Any increase in compensation of up to ten percent (10%) of the Contract
Sum or $25,000, whichever is less; or any increase in the time to perform of up to one hundred
eighty (180) days; and does not materially affect the Work and which are not detrimental to the
Work or to the interest of the City, may be approved by the Contract Officer. Any greater
increases, taken either separately or cumulatively, must be approved by the City Council.
(c) Any adjustment in the Contract Sum for a Change Order must be in
accordance with the rates set forth in the Schedule of Compensation in Exhibit "C". If the rates
in the Schedule of Compensation do not cover the type of work in the Change Order, the cost of
such work shall not exceed an amount agreed upon in writing and signed by Contractor and
Contract Officer. If the cost of the Change Order cannot be agreed upon, the City will pay for
actual work of the Change Order completed, to the satisfaction of the City, as follows:
(i) Labor: the cost of labor shall be the actual cost for wages of
workers and subcontractors performing the work for the Change Order at the time such work is
done. The use of labor classifications that would increase the cost of such work shall not be
permitted.
(ii) Materials and Equipment: the cost of materials and equipment
shall be at cost to Contractor or lowest current price which such materials and equipment are
reasonably available at the time the work is done, whichever is lower.
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(iii) If the cost of the extra work cannot be agreed upon, the Contractor
must provide a daily report that includes invoices for labor, materials and equipment costs for the
work under the Change Order. The daily report must include: list of names of workers,
classifications, and hours worked; description and list of quantities of materials used; type of
equipment, size, identification number, and hours of operation, including loading and
transportation, if applicable; description of other City authorized services and expenditures in
such detail as the City may require. Failure to submit a daily report by the close of the next
working day may, at the City's sole and absolute discretion, waive the Contractor's rights for
that day.
(d) It is expressly understood by Contractor that the provisions of this Section
1.10 shall not apply to services specifically set forth in the Scope of Work. Contractor hereby
acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of
Work may be more costly or time consuming than Contractor anticipates and that Contractor
shall not be entitled to additional compensation therefor. City may in its sole and absolute
discretion have similar work done by other contractors.
(e) No claim for an increase in the Contract Sum or time for performance
shall be valid unless the procedures established in this Section are followed.
1.11 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part
hereof are set forth in the "Special Requirements" attached hereto as Exhibit `B" and
incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit
"B" and any other provisions of this Agreement, the provisions of Exhibit `B" shall govern.
ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay
Contractor the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit
"C" and incorporated herein by this reference. The total compensation, including reimbursement
for actual expenses, shall not exceed Four Hundred Eighty Seven Thousand Six Hundred Forty
Dollars ($487,640) for the entirety of the Agreement (the "Contract Sum"), and shall not exceed
One Hundred Twenty One Thousand Nine Hundred Ten Dollars ($121,910) per year, unless
additional compensation is approved pursuant to Section 1.10.
2.2 Method of Compensation.
The method of compensation may include: (i) a lump sum payment upon
completion; (ii) payment in accordance with specified tasks or the percentage of completion of
the services less the contract retention; (iii) payment for time and materials based upon the
Contractor's rates as specified in the Schedule of Compensation, provided that (a) time estimates
are provided for the performance of sub tasks, (b) contract retention is maintained and (c) the
Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of
Compensation.
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2.3 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures
for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer
in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section
4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the
attendance of Contractor at all project meetings reasonably deemed necessary by the City.
Coordination of the performance of the work with City is a critical component of the services. If
Contractor is required to attend additional meetings to facilitate such coordination, Contractor
shall not be entitled to any additional compensation for attending said meetings.
2.4 Invoices.
Each month Contractor shall furnish to City an original invoice for all work
performed and expenses incurred during the preceding month in a form approved by City's
Director of Finance. By submitting an invoice for payment under this Agreement, Contractor is
certifying compliance with all provisions of the Agreement. The invoice shall detail charges for
all necessary and actual expenses by the following categories: labor (by sub -category), travel,
materials, equipment, supplies, and sub -contractor contracts. Sub -contractor charges shall also be
detailed by such categories. Contractor shall not invoice City for any duplicate services
performed by more than one person.
City shall, as soon as practicable, independently review each invoice submitted by
the Contractor to determine whether the work performed and expenses incurred are in
compliance with the provisions of this Agreement. Except as to any charges for work performed
or expenses incurred by Contractor which are disputed by City, or as provided in Section 7.3,
City will cause Contractor to be paid within thirty (30) days of receipt of Contractor's correct
and undisputed invoice; however, Contractor acknowledges and agrees that due to City warrant
run procedures, the City cannot guarantee that payment will occur within this time period. In the
event that City does not cause Contractor to be paid within thirty (30) days of receipt of an
undisputed and properly submitted invoice, Contractor shall be entitled to the payment of interest
to the extent allowed under Public Contract Code Section 20104.50. In the event any charges or
expenses are disputed by City, the original invoice shall be returned by City to Contractor, not
later than seven (7) days after receipt by the City, for correction and resubmission. Returned
invoices shall be accompanied by a document setting forth in writing the reasons why the
payment request was rejected. Review and payment by the City of any invoice provided by the
Contractor shall not constitute a waiver of any rights or remedies provided herein or any
applicable law.
2.5 Waiver.
Payment to Contractor for work performed pursuant to this Agreement shall not be
deemed to waive any defects in work performed by Contractor.
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
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Time is of the essence in the performance of this Agreement.
3.2 Schedule of Performance.
Contractor shall commence the services pursuant to this Agreement upon receipt
of a written notice to proceed and shall perform all services within the time period(s) established
in the "Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this
reference. When requested by the Contractor, extensions to the time period(s) specified in the
Schedule of Performance may be approved in writing by the Contract Officer but not exceeding
one hundred eighty (180) days cumulatively.
3.3 Force Majeure.
The time period(s) specified in the Schedule of Performance for performance of
the services rendered pursuant to this Agreement shall be extended because of any delays due to
unforeseeable causes beyond the control and without the fault or negligence of the Contractor,
including, but not restricted to, acts of God or of the public enemy, unusually severe weather,
fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes,
wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor
shall within ten (10) days of the commencement of such delay notify the Contract Officer in
writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of
delay, and extend the time for performing the services for the period of the enforced delay when
and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's
determination shall be final and conclusive upon the parties to this Agreement. In no event shall
Contractor be entitled to recover damages against the City for any delay in the performance of
this Agreement, however caused, Contractor's sole remedy being extension of the Agreement
pursuant to this Section.
3.4 Inspection and Final Acceptance.
City may inspect and accept or reject any of Contractor's work under this
Agreement, either during performance or when completed. City shall reject or finally accept
Contractor's work within forty-five (45) days after submitted to City. City shall accept work by a
timely written acceptance, otherwise work shall be deemed to have been rejected. City's
acceptance shall be conclusive as to such work except with respect to latent defects, fraud and
such gross mistakes as to amount to fraud. Acceptance of any work by City shall not constitute a
waiver of any of the provisions of this Agreement including, but not limited to, Articles 1 and 5,
pertaining to warranty and indemnification and insurance, respectively.
3.5 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this
Agreement shall continue in full force and effect until completion of the services but not
exceeding one (1) year from the date hereof, except as otherwise provided in the Schedule of
Performance (Exhibit "D").
ARTICLE 4. COORDINATION OF WORK
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4.1 Representatives and Personnel of Contractor.
The following principals of Contractor ("Principals") are hereby designated as
being the principals and representatives of Contractor authorized to act in its behalf with respect
to the work specified herein and make all decisions in connection therewith:
(Name) (Title)
(Name) (Title)
(Name) (Title)
It is expressly understood that the experience, knowledge, capability and
reputation of the foregoing Principals were a substantial inducement for City to enter into this
Agreement. Therefore, the Principals shall be responsible during the term of this Agreement for
directing all activities of Contractor and devoting sufficient time to personally supervise the
services hereunder. All personnel of Contractor, and any authorized agents, shall at all times be
under the exclusive direction and control of the Principals. For purposes of this Agreement, the
Principals may not be replaced nor may their responsibilities be substantially reduced by
Contractor without the express written approval of City. Additionally, Contractor shall make
every reasonable effort to maintain the stability and continuity of Contractor's staff and
subcontractors, if any, assigned to perform the services required under this Agreement.
Contractor shall notify City of any changes in Contractor's staff and subcontractors, if any,
assigned to perform the services required under this Agreement, prior to and during any such
performance.
4.2 Status of Contractor.
Contractor shall have no authority to bind City in any manner, or to incur any
obligation, debt or liability of any kind on behalf of or against City, whether by contract or
otherwise, unless such authority is expressly conferred under this Agreement or is otherwise
expressly conferred in writing by City. Contractor shall not at any time or in any manner
represent that Contractor or any of Contractor's officers, employees, or agents are in any manner
officials, officers, employees or agents of City. Neither Contractor, nor any of Contractor's
officers, employees or agents, shall obtain any rights to retirement, health care or any other
benefits which may otherwise accrue to City's employees. Contractor expressly waives any
claim Contractor may have to any such rights.
4.3 Contract Officer.
The Contract Officer shall be Nicole Jules such person as may be designated by
the City Manager. It shall be the Contractor's responsibility to assure that the Contract Officer is
kept informed of the progress of the performance of the services and the Contractor shall refer
any decisions which must be made by City to the Contract Officer. Unless otherwise specified
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herein, any approval of City required hereunder shall mean the approval of the Contract Officer.
The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all
documents on behalf of the City required hereunder to carry out the terms of this Agreement.
4.4 Independent Contractor.
Neither the City nor any of its employees shall have any control over the manner,
mode or means by which Contractor, its agents or employees, perform the services required
herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge,
supervision or control of Contractor's employees, servants, representatives or agents, or in fixing
their number, compensation or hours of service. Contractor shall perform all services required
herein as an independent contractor of City and shall remain at all times as to City a wholly
independent contractor with only such obligations as are consistent with that role. Contractor
shall not at any time or in any manner represent that it or any of its agents or employees are
agents or employees of City. City shall not in any way or for any purpose become or be deemed
to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any
joint enterprise with Contractor.
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Contractor, its principals
and employees were a substantial inducement for the City to enter into this Agreement.
Therefore, Contractor shall not contract with any other entity to perform in whole or in part the
services required hereunder without the express written approval of the City. All subcontractors
shall obtain, at its or Contractor's expense, such licenses, permits, registrations and approvals
(including from the City) as may be required by law for the performance of any services or work
under this Agreement. In addition, neither this Agreement nor any interest herein may be
transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law,
whether for the benefit of creditors or otherwise, without the prior written approval of City.
Transfers restricted hereunder shall include the transfer to any person or group of persons acting
in concert of more than twenty five percent (25%) of the present ownership and/or control of
Contractor, taking all transfers into account on a cumulative basis. In the event of any such
unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No
approved transfer shall release the Contractor or any surety of Contractor of any liability
hereunder without the express consent of City.
ARTICLE 5. INSURANCE, INDEMNIFICATION AND BONDS
5.1 Insurance Coverages.
The Contractor shall procure and maintain, at its sole cost and expense, in a form
and content satisfactory to City, during the entire term of this Agreement including any extension
thereof, the following policies of insurance which shall cover all elected and appointed officers,
employees and agents of City:
(a) Commercial General Liability Insurance (Occurrence Form CG0001 or
equivalent). A policy of comprehensive general liability insurance written on a per occurrence
basis for bodily injury, personal injury and property damage. The policy of insurance shall be in
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an amount not less than $2,000,000 per occurrence or if a general aggregate limit is used, then
the general aggregate limit shall be twice the occurrence limit.
(b) Workers Compensation Insurance. A policy of workers compensation
insurance in such amount as will fully comply with the laws of the State of California and which
shall indemnify, insure and provide legal defense for the Contractor against any loss, claim or
damage arising from any injuries or occupational diseases occurring to any worker employed by
or any persons retained by the Contractor in the course of carrying out the work or services
contemplated in this Agreement.
(c) Automotive Insurance (Form CA 0001 (Ed 1/87) including `any auto" and
endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance
written on a per occurrence for bodily injury and property damage in an amount not less than
$1,000,000. Said policy shall include coverage for owned, non -owned, leased, hired cars and any
automobile.
(d) Professional Liability. Professional liability insurance appropriate to the
Contractor's profession. This coverage may be written on a "claims made" basis, and must
include coverage for contractual liability. The professional liability insurance required by this
Agreement must be endorsed to be applicable to claims based upon, arising out of or related to
services performed under this Agreement. The insurance must be maintained for at least 5
consecutive years following the completion of Contractor's services or the termination of this
Agreement. During this additional 5 -year period, Contractor shall annually and upon request of
the City submit written evidence of this continuous coverage.
(e) Additional Insurance. Policies of such other insurance, as may be required
in the Special Requirements in Exhibit `B".
(f) Subcontractors. Contractor shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated
herein.
5.2 General Insurance Requirements.
All of the above policies of insurance shall be primary insurance and shall name
the City, its elected and appointed officers, employees and agents as additional insureds and any
insurance maintained by City or its officers, employees or agents may apply in excess of, and not
contribute with Contractor's insurance. The insurer is deemed hereof to waive all rights of
subrogation and contribution it may have against the City, its officers, employees and agents and
their respective insurers. Moreover, the insurance policy must specify that where the primary
insured does not satisfy the self-insured retention, any additional insured may satisfy the self-
insured retention.
All of said policies of insurance shall provide that said insurance may not be amended or
cancelled by the insurer or any party hereto without providing thirty (30) days prior written
notice by certified mail return receipt requested to the City. In the event any of said policies of
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01203.0006/405834.2
insurance are cancelled, the Contractor shall, prior to the cancellation date, submit new evidence
of insurance in conformance with Section 5.1 to the Contract Officer.
No work or services under this Agreement shall commence until the Contractor has
provided the City with Certificates of Insurance, additional insured endorsement forms or
appropriate insurance binders evidencing the above insurance coverages and said Certificates of
Insurance or binders are approved by the City. City reserves the right to inspect complete,
certified copies of and endorsements to all required insurance policies at any time. Any failure to
comply with the reporting or other provisions of the policies including breaches or warranties
shall not affect coverage provided to City.
All certificates shall name the City as additional insured (providing the appropriate
endorsement) and shall conform to the following "cancellation" notice:
CANCELLATION:
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE
CANCELLED BEFORE THE EXPIRATION DATED
THEREOF, THE ISSUING COMPANY SHALL MAIL THIRTY
(30) -DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE
HOLDER NAMED HEREIN.
[to be initialed]
Agent's Initials
City, its respective elected and appointed officers, directors, officials, employees,
agents and volunteers are to be covered as additional insureds as respects: liability arising out of
activities Contractor performs; products and completed operations of Contractor; premises
owned, occupied or used by Contractor; or any automobiles owned, leased, hired or borrowed by
Contractor. The coverage shall contain no special limitations on the scope of protection afforded
to City, and their respective elected and appointed officers, officials, employees or volunteers.
Contractor's insurance shall apply separately to each insured against whom claim is made or suit
is brought, except with respect to the limits of the insurer's liability.
Any deductibles or self-insured retentions must be declared to and approved by
City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-
insured retentions as respects City or its respective elected or appointed officers, officials,
employees and volunteers or the Contractor shall procure a bond guaranteeing payment of losses
and related investigations, claim administration, defense expenses and claims. The Contractor
agrees that the requirement to provide insurance shall not be construed as limiting in any way the
extent to which the Contractor may be held responsible for the payment of damages to any
persons or property resulting from the Contractor's activities or the activities of any person or
persons for which the Contractor is otherwise responsible nor shall it limit the Contractor's
indemnification liabilities as provided in Section 5.3.
In the event the Contractor subcontracts any portion of the work in compliance
with Section 4.5 of this Agreement, the contract between the Contractor and such subcontractor
shall require the subcontractor to maintain the same policies of insurance that the Contractor is
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required to maintain pursuant to Section 5. 1, and such certificates and endorsements shall be
provided to City.
5.3 Indemnification.
To the full extent permitted by law, Contractor agrees to indemnify, defend and
hold harmless the City, its officers, employees and agents ("Indemnified Parties") against, and
will hold and save them and each of them harmless from, any and all actions, either judicial,
administrative, arbitration or regulatory claims, damages to persons or property, losses, costs,
penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims
or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in
connection with the negligent performance of the work, operations or activities provided herein
of Contractor, its officers, employees, agents, subcontractors, or invitees, or any individual or
entity for which Contractor is legally liable ("indemnitors"), or arising from Contractor's or
indemnitors' reckless or willful misconduct, or arising from Contractor's or indemnitors'
negligent performance of or failure to perform any term, provision, covenant or condition of this
Agreement, and in connection therewith:
(a) Contractor will defend any action or actions filed in connection with any
of said claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys' fees incurred in connection therewith;
(b) Contractor will promptly pay any judgment rendered against the City, its
officers, agents or employees for any such claims or liabilities arising out of or in connection
with the negligent performance of or failure to perform such work, operations or activities of
Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and
employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to
any action or proceeding filed or prosecuted against Contractor for such damages or other claims
arising out of or in connection with the negligent performance of or failure to perform the work,
operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers,
agents or employees, any and all costs and expenses incurred by the City, its officers, agents or
employees in such action or proceeding, including but not limited to, legal costs and attorneys'
fees.
In addition, Contractor agrees to indemnify, defend and hold harmless the
Indemnified Parties from, any and all claims and liabilities for any infringement of patent rights,
copyrights or trademark on any person or persons in consequence of the use by the Indemnified
Parties of articles to be supplied by Contractor under this Agreement, and of which the
Contractor is not the patentee or assignee or has not the lawful right to sell the same.
Contractor shall incorporate similar indemnity agreements with its subcontractors
and if it fails to do so Contractor shall be fully responsible to indemnify City hereunder
therefore, and failure of City to monitor compliance with these provisions shall not be a waiver
hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful
act, error or omission, or reckless or willful misconduct of Contractor in the performance of
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professional services and work hereunder. The provisions of this Section do not apply to claims
or liabilities occurring as a result of City's sole negligence or willful acts or omissions, but, to
the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from
City's negligence, except that design professionals' indemnity hereunder shall be limited to
claims and liabilities arising out of the negligence, recklessness or willful misconduct of the
design professional. The indemnity obligation shall be binding on successors and assigns of
Contractor and shall survive termination of this Agreement.
5.4 Notification of Third -Party Claims.
City shall timely notify Contractor of the receipt of any third -party claim relating
to the work under this Agreement. City shall be entitled to recover from Contractor its reasonable
costs incurred in providing such notification.
5.5 Performance and Labor Bonds.
Concurrently with execution of this Agreement Contractor shall deliver to the
City, the following:
(a) A performance bond in the amount of the Contract Sum of this
Agreement, in the form provided by the City Clerk, which secures the faithful performance of
this Agreement.
(b) A labor and materials bond in the amount of the Contract Sum of this
Agreement, in the form provided by the City Clerk, which secures the payment of all persons
furnishing labor and/or materials in connection with the work under this Agreement.
Both the performance and labor bonds required under this Section 5.5 shall
contain the original notarized signature of an authorized officer of the surety and affixed thereto
shall be a certified and current copy of his power of attorney. The bond shall be unconditional
and remain in force during the entire term of the Agreement and shall be null and void only if the
Contractor promptly and faithfully performs all terms and conditions of this Agreement and pays
all labor and materials for work and services under this Agreement.
5.6 Sufficiency of Insurer or Surety.
Insurance and bonds required by this Agreement shall be satisfactory only if
issued by companies qualified to do business in California, rated "A" or better in the most recent
edition of Best's Rating Guide, The Key Rating Guide or in the Federal Register, and only if
they are of a financial category Class VII or better, unless such requirements are waived by the
Risk Manager of the City ("Risk Manager") due to unique circumstances. If this Agreement
continues for more than 3 years duration, or in the event the Risk Manager determines that the
work or services to be performed under this Agreement creates an increased or decreased risk of
loss to the City, the Contractor agrees that the minimum limits of the insurance policies and the
performance bond required by Section 5.5 may be changed accordingly upon receipt of written
notice from the Risk Manager.
5.7 Substitution of Securities.
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01203.0006/405834.2
Pursuant to Public Contract Code Section 22300, substitution of eligible
equivalent securities for any funds withheld to ensure performance under this Agreement may be
permitted at the request and sole expense of the Contractor. Alternatively, the Contractor may,
pursuant to an escrow agreement in a form prescribed by Public Contract Code Section 22300,
request payment of retentions funds earned directly to the escrow agent at the sole expense of the
Contractor.
5.8 Release of Securities.
City shall release the Performance and Labor Bonds when the following have occurred:
(a) Contractor has made a written request for release and provided evidence
of satisfaction of all other requirements under Article 5 of this Agreement;
(b) the Work has been accepted; and
(c) after passage of the time within which lien claims are required to be made
pursuant to applicable laws; if lien claims have been timely filed, City shall hold the Labor Bond
until such claims have been resolved, Contractor has provided statutory bond, or otherwise as
required by applicable law.
ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records.
Contractor shall keep, and require subcontractors to keep, such ledgers, books of
accounts, invoices, vouchers, canceled checks, reports, studies, certified and accurate copies of
payroll records in compliance with all applicable laws, or other documents relating to the
disbursements charged to City and services performed hereunder (the "books and records"), as
shall be necessary to perform the services required by this Agreement and enable the Contract
Officer to evaluate the performance of such services. Any and all such documents shall be
maintained in accordance with generally accepted accounting principles and shall be complete
and detailed. The Contract Officer shall have full and free access to such books and records at all
times during normal business hours of City, including the right to inspect, copy, audit and make
records and transcripts from such records. Such records shall be maintained for a period of 3
years following completion of the services hereunder, and the City shall have access to such
records in the event any audit is required. In the event of dissolution of Contractor's business,
custody of the books and records may be given to City, and access shall be provided by
Contractor's successor in interest. Notwithstanding the above, the Contractor shall fully
cooperate with the City in providing access to the books and records if a public records request is
made and disclosure is required by law including but not limited to the California Public Records
Act.
6.2 Reports.
Contractor shall periodically prepare and submit to the Contract Officer such
reports concerning the performance of the services required by this Agreement as the Contract
Officer shall require. Contractor hereby acknowledges that the City is greatly concerned about
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the cost of work and services to be performed pursuant to this Agreement. For this reason,
Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or
events that may or will materially increase or decrease the cost of the work or services
contemplated herein or, if Contractor is providing design services, the cost of the project being
designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance,
technique or event and the estimated increased or decreased cost related thereto and, if
Contractor is providing design services, the estimated increased or decreased cost estimate for
the project being designed.
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data,
notes, computer files, reports, records, documents and other materials (the "documents and
materials") prepared by Contractor, its employees, subcontractors and agents in the performance
of this Agreement shall be the property of City and shall be delivered to City upon request of the
Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim
for further employment or additional compensation as a result of the exercise by City of its full
rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any
use, reuse or assignment of such completed documents for other projects and/or use of
uncompleted documents without specific written authorization by the Contractor will be at the
City's sole risk and without liability to Contractor, and Contractor's guarantee and warranties
shall not extend to such use, reuse or assignment. Contractor may retain copies of such
documents for its own use. Contractor shall have an unrestricted right to use the concepts
embodied therein. All subcontractors shall provide for assignment to City of any documents or
materials prepared by them, and in the event Contractor fails to secure such assignment,
Contractor shall indemnify City for all damages resulting therefrom. Moreover, Contractor with
respect to any documents and materials that may qualify as "works made for hire" as defined in
17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire" for the
City.
6.4 Confidentiality and Release of Information.
(a) information gained or work product produced by Contractor in
performance of this Agreement shall be considered confidential, unless such information is in the
public domain or already known to Contractor. Contractor shall not release or disclose any such
information or work product to persons or entities other than City without prior written
authorization from the Contract Officer.
(b) Contractor, its officers, employees, agents or subcontractors, shall not,
without prior written authorization from the Contract Officer or unless requested by the City
Attorney, voluntarily provide documents, declarations, letters of support, testimony at
depositions, response to interrogatories or other information concerning the work performed
under this Agreement. Response to a subpoena or court order shall not be considered "voluntary"
provided Contractor gives City notice of such court order or subpoena.
(c) If Contractor, or any officer, employee, agent or subcontractor of
Contractor, provides any information or work product in violation of this Agreement, then City
01203.0006/405834.2
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shall have the right to reimbursement and indemnity from Contractor for any damages, costs and
fees, including attorneys' fees, caused by or incurred as a result of Contractor's conduct.
(d) Contractor shall promptly notify City should Contractor, its officers,
employees, agents or subcontractors be served with any summons, complaint, subpoena, notice
of deposition, request for documents, interrogatories, request for admissions or other discovery
request, court order or subpoena from any party regarding this Agreement and the work
performed there under. City retains the right, but has no obligation, to represent Contractor or be
present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully
with City and to provide City with the opportunity to review any response to discovery requests
provided by Contractor. However, this right to review any such response does not imply or mean
the right by City to control, direct, or rewrite said response.
ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted, construed and governed both as to validity
and to performance of the parties in accordance with the laws of the State of California. Legal
actions concerning any dispute, claim or matter arising out of or in relation to this Agreement
shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any
other appropriate court in such county, and Contractor covenants and agrees to submit to the
personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S.
District Court, venue shall lie exclusively in the Central District of California, in the County of
Los Angeles, State of California.
7.2 Disputes.
(a) Default; Cure. In the event that Contractor is in default under the terms of
this Agreement, the City shall not have any obligation or duty to continue compensating
Contractor for any work performed after the date of default. Instead, the City may give notice to
Contractor of the default and the reasons for the default. The notice shall include the timeframe
in which Contractor may cure the default. This timeframe is presumptively thirty (30) days, but
may be extended, though not reduced, if circumstances warrant. During the period of time that
Contractor is in default, the City shall hold all invoices and shall proceed with payment on the
invoices only when the default is cured. In the alternative, the City may, in its sole discretion,
elect to pay some or all of the outstanding invoices during the period of default. If Contractor
does not cure the default, the City may take necessary steps to terminate this Agreement under
this Article. Any failure on the part of the City to give notice of the Contractor's default shall not
be deemed to result in a waiver of the City's legal rights or any rights arising out of any
provision of this Agreement.
(b) Dispute Resolution. This contract is subject to the provisions of Article 1.5
(commencing at Section 20104) of Division 2, Part 3 of the California Public Contract Code
regarding the resolution of public works claims of less than $375,000. Article 1.5 mandates
certain procedures for the filing of claims and supporting documentation by the Contractor, for
the response to such claims by the City, for a mandatory meet and confer conference upon the
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request of the Contractor, for mandatory non-binding mediation in the event litigation is
commenced, and for mandatory judicial arbitration upon the failure to resolve the dispute
through mediation. This Agreement hereby incorporates the provisions of Article 1.5 as though
fully set forth herein.
7.3 Retention of Funds.
Contractor hereby authorizes City to deduct from any amount payable to
Contractor (whether or not arising out of this Agreement) (i) any amounts the payment of which
may be in dispute hereunder or which are necessary to compensate City for any losses, costs,
liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third
parties, by reason of Contractor's acts or omissions in performing or failing to perform
Contractor's obligation under this Agreement. In the event that any claim is made by a third
party, the amount or validity of which is disputed by Contractor, or any indebtedness shall exist
which shall appear to be the basis for a claim of lien, City may withhold from any payment due,
without liability for interest because of such withholding, an amount sufficient to cover such
claim. The failure of City to exercise such right to deduct or to withhold shall not, however,
affect the obligations of the Contractor to insure, indemnify, and protect City as elsewhere
provided herein.
7.4 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any
party of any breach of the provisions of this Agreement shall not constitute a waiver of any other
provision or a waiver of any subsequent breach or violation of any provision of this Agreement.
Acceptance by City of any work or services by Contractor shall not constitute a waiver of any of
the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by
a non -defaulting party on any default shall impair such right or remedy or be construed as a
waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of
any other default concerning the same or any other provision of this Agreement.
7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in
this Agreement, the rights and remedies of the parties are cumulative and the exercise by either
party of one or more of such rights or remedies shall not preclude the exercise by it, at the same
or different times, of any other rights or remedies for the same default or any other default by the
other party.
7.6 Legal Action.
In addition to any other rights or remedies, either party may take legal action, in
law or in equity, to cure, correct or remedy any default, to recover damages for any default, to
compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to
obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any
contrary provision herein, Contractor shall file a claim pursuant to Government Code Sections
905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.
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01203.0006/405834.2
7.7 Liquidated Damages.
Since the determination of actual damages for any delay in performance of this
Agreement would be extremely difficult or impractical to determine in the event of a breach of
this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City the
sum of Dollars ($_O____) as liquidated damages for each
working day of delay in the performance of any service required hereunder, as specified in the
Schedule of Performance (Exhibit "D"). The City may withhold from any monies payable on
account of services performed by the Contractor any accrued liquidated damages. Pursuant to
Government Code Section 4215, Contractor shall not be assessed liquidated damages for delay in
completion of the project when such delay was caused by the failure of the public agency or
owner of the utility to provide for removal or relocation of utility facilities.
7.8 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Contract except as specifically
provided in the following Section for termination for cause. The City reserves the right to
terminate this Contract at any time, with or without cause, upon thirty (30) days' written notice
to Contractor, except that where termination is due to the fault of the Contractor, the period of
notice may be such shorter time as may be determined by the Contract Officer. In addition, the
Contractor reserves the right to terminate this Contract at any time, with or without cause, upon
sixty (60) days' written notice to City, except that where termination is due to the fault of the
City, the period of notice may be such shorter time as the Contractor may determine. Upon
receipt of any notice of termination, Contractor shall immediately cease all services hereunder
except such as may be specifically approved by the Contract Officer. Except where the
Contractor has initiated termination, the Contractor shall be entitled to compensation for all
services rendered prior to the effective date of the notice of termination and for any services
authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation
or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the
event the Contractor has initiated termination, the Contractor shall be entitled to compensation
only for the reasonable value of the work product actually produced hereunder. In the event of
termination without cause pursuant to this Section, the terminating party need not provide the
non -terminating party with the opportunity to cure pursuant to Section 7.2.
7.9 Termination for Default of Contractor.
If termination is due to the failure of the Contractor to fulfill its obligations under
this Agreement, City may, after compliance with the provisions of Section 7.2, take over the
work and prosecute the same to completion by contract or otherwise, and the Contractor shall be
liable to the extent that the total cost for completion of the services required hereunder exceeds
the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate
such damages), and City may withhold any payments to the Contractor for the purpose of set-off
or partial payment of the amounts owed the City as previously stated.
7.10 Attorneys' Fees.
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If either party to this Agreement is required to initiate or defend or made a party
to any action or proceeding in any way connected with this Agreement, the prevailing party in
such action or proceeding, in addition to any other relief which may be granted, whether legal or
equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's
fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other
reasonable costs for investigating such action, taking depositions and discovery and all other
necessary costs the court allows which are incurred in such litigation. All such fees shall be
deemed to have accrued on commencement of such action and shall be enforceable whether or
not such action is prosecuted to judgment.
7.11 Unfair Business Practices Claims.
In entering into this Agreement, Contractor offers and agrees to assign to the 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. § 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 related to this Agreement. This assignment shall be made and
become effective at the time the City renders final payment to the Contractor without further
acknowledgment of the Parties.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non -liability of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Contractor, or
any successor in interest, in the event of any default or breach by the City or for any amount
which may become due to the Contractor or to its successor, or for breach of any obligation of
the terms of this Agreement.
8.2 Conflict of Interest.
Contractor covenants that neither it, nor any officer or principal of its firm, has or
shall acquire any interest, directly or indirectly, which would conflict in any manner with the
interests of City or which would in any way hinder Contractor's performance of services under
this Agreement. Contractor further covenants that in the performance of this Agreement, no
person having any such interest shall be employed by it as an officer, employee, agent or
subcontractor without the express written consent of the Contract Officer. Contractor agrees to at
all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests
of City in the performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or
indirect, in this Agreement nor shall any such officer or employee participate in any decision
relating to the Agreement which effects his financial interest or the financial interest of any
corporation, partnership or association in which he is, directly or indirectly, interested, in
violation of any State statute or regulation. The Contractor warrants that it has not paid or given
and will not pay or give any third party any money or other consideration for obtaining this
Agreement.
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8.3 Covenant Against Discrimination.
Contractor covenants that, by and for itself, its heirs, executors, assigns, and all
persons claiming under or through them, there shall be no discrimination against or segregation
of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual
orientation, marital status, national origin, ancestry, or other protected class in the performance
of this Agreement. Contractor shall take affirmative action to insure that applicants are employed
and that employees are treated during employment without regard to their race, color, creed,
religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other
protected class.
8.4 Unauthorized Aliens.
Contractor hereby promises and agrees to comply with all of the provisions of the
Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in
connection therewith, shall not employ unauthorized aliens as defined therein. Should Contractor
so employ such unauthorized aliens for the performance of work and/or services covered by this
Agreement, and should any liability or sanctions be imposed against City for such use of
unauthorized aliens, Contractor hereby agrees to and shall reimburse City for the cost of all such
liabilities or sanctions imposed, together with any and all costs, including attorneys' fees,
incurred by City.
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand, request, document, consent, approval, or communication
either party desires or is required to give to the other party or any other person shall be in writing
and either served personally or sent by prepaid, first-class mail, in the case of the City, to the
City Manager and to the attention of the Contract Officer (with her/his name and City title), City
of Rancho Palos Verdes, 30940 Hawthorne Boulevard, Ranchos Palos Verdes, California 90275
and in the case of the Contractor, to the person at the address designated on the execution page of
this Agreement. Either party may change its address by notifying the other party of the change of
address in writing. Notice shall be deemed communicated at the time personally delivered or in
seventy-two (72) hours from the time of mailing if mailed as provided in this Section. All
correspondence relating to this Agreement shall be serialized consecutively.
9.2 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning
of the language used and shall not be construed for or against either party by reason of the
authorship of this Agreement or any other rule of construction which might otherwise apply.
9.3 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed
to be an original, and such counterparts shall constitute one and the same instrument.
-22- A-23
01203.0006/405834.2
9.4 Integration; Amendment.
This Agreement including the attachments hereto is the entire, complete and
exclusive expression of the understanding of the parties. It is understood that there are no oral
agreements between the parties hereto affecting this Agreement and this Agreement supersedes
and cancels any and all previous negotiations, arrangements, agreements and understandings, if
any, between the parties, and none shall be used to interpret this Agreement. No amendment to
or modification of this Agreement shall be valid unless made in writing and approved by the
Contractor and by the City Council. The parties agree that this requirement for written
modifications cannot be waived and that any attempted waiver shall be void.
9.5 Severability.
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or
sections contained in this Agreement shall be declared invalid or unenforceable by a valid
judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall
not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this
Agreement which are hereby declared as severable and shall be interpreted to carry out the intent
of the parties hereunder unless the invalid provision is so material that its invalidity deprives
either party of the basic benefit of their bargain or renders this Agreement meaningless.
9.6 Warranty & Representation of Non -Collusion.
No official, officer, or employee of City has any financial interest, direct or
indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any
decision relating to this Agreement which may affect his/her financial interest or the financial
interest of any corporation, partnership, or association in which (s)he is directly or indirectly
interested, or in violation of any corporation, partnership, or association in which (s)he is directly
or indirectly interested, or in violation of any State or municipal statute or regulation. The
determination of "financial interest" shall be consistent with State law and shall not include
interests found to be "remote" or "noninterests" pursuant to Government Code Sections 1091 or
1091.5. Contractor warrants and represents that it has not paid or given, and will not pay or give,
to any third party including, but not limited to, any City official, officer, or employee, any
money, consideration, or other thing of value as a result or consequence of obtaining or being
awarded any agreement. Contractor further warrants and represents that (s)he/it has not engaged
in any act(s), omission(s), or other conduct or collusion that would result in the payment of any
money, consideration, or other thing of value to any third party including, but not limited to, any
City official, officer, or employee, as a result of consequence of obtaining or being awarded any
agreement. Contractor is aware of and understands that any such act(s), omission(s) or other
conduct resulting in such payment of money, consideration, or other thing of value will render
this Agreement void and of no force or effect.
Contractor's Authorized Initials
9.7 Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto warrant that
(i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver
-23- A-24
01203.0006/405834.2
this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is
formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement
does not violate any provision of any other Agreement to which said party is bound. This
Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of
the parties.
[SIGNATURES ON FOLLOWING PAGE]
01203.0006/405834.2 -24- A-25
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first -above written.
ATTEST:
Emily Colborn, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
David J. Aleshire, City Attorney
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
Brian Campbell, Mayor
CONTRACTOR:
ECONOLITE SYSTEMS
By:
Name:
Title:
By:
Name:
Title:
Address:
Two corporate officer signatures required when Contractor is a corporation, with one signature required
from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2)
Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR'S
SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE
INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR
OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR'S BUSINESS ENTITY.
-25- A-26
01203.0006/405834.2
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On , 2017 before me, , personally appeared , proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature:
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER
❑
INDIVIDUAL
❑
CORPORATE OFFICER
TITLE(S)
❑
PARTNER(S) ❑ LIMITED
❑ GENERAL
❑
ATTORNEY-IN-FACT
❑
TRUSTEE(S)
❑
GUARDIAN/CONSERVATOR
❑
OTHER
SIGNER
IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
01203.0006/405834.2
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
A-27
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On , 2017 before me, , personally appeared , proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature:
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER
❑
INDIVIDUAL
❑
CORPORATE OFFICER
TITLE(S)
❑
PARTNER(S) ❑ LIMITED
❑ GENERAL
❑
ATTORNEY-IN-FACT
❑
TRUSTEE(S)
❑
GUARDIAN/CONSERVATOR
❑
OTHER
SIGNER
IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
01203.0006/405834.2
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
•
EXHIBIT "A"
SCOPE OF WORK
I. Contractor shall perform all of the work and comply with all of the specifications and
requirements in the "General Provisions" and "Special Provisions" included in the bid
documents for the project entitled Traffic Signal Maintenance Contract FY 2017-2018
Through FY 2021-2022, including any documents or exhibits referenced therein. In sum,
Contractor will provide routine maintenance of the City's traffic lights ("Routine
Monthly Maintenance Services") for a fixed monthly sum, and additional maintenance,
as described below ("Extraordinary Maintenance Services").
II. Brief description of the work to be performed:
Provide comprehensive maintenance and repair services for the City's traffic signals,
controllers, flashing beacons, safety lights and ancillary items (i.e. loops, pedestrian
signals and filters) as necessary to eliminate or reduce the incidence of malfunctions,
promote the safety of the motoring public and pedestrians, reduce complaints, and extend
the useful life of the equipment.
Services performed under this contract shall fall into one of two categories as follows:
A. Part One Work — Routine Monthly Maintenance
01203.0006/405834.2
1. Visually inspect the operation of each signal, making notes of any needed
repairs or deficiencies. Items of work included in routine monthly maintenance
shall be completed within 14 days of the observation. A written proposal shall be
prepared and forwarded to the Director of Public Works within 7 days for any
needed work outside the work category or Routine Monthly Maintenance. Safety
deficiencies that constitute a hazard to the motoring public or to pedestrians or
affect signal timing or coordination found during an inspection shall be
immediately corrected.
2. Clean cabinets inside and outside, remove any foreign materials, and clean or
replace filters as necessary.
3. Check timing of individual signal phases and interval timing circuits for correct
operation.
4. Maintain a chronograph and set all digital real time clocks to National Bureau
of Standards time.
5. Check timing of yellow (caution) and all -red clearance intervals on all phases
by stopwatch.
6. Check detector units, individual loops and pedestrian push buttons.
A-1
A-29
7. Inspect the operation of the signal conflict monitor (both vehicle and
pedestrian) once every six months by shorting the field terminals.
8. Visually inspect all relays, clocks, dials, and switches etc., and make any
routine adjustments or minor repairs as maybe necessary.
9. Inspect LED lamps and replace when necessary. Lamps shall be of materials
certified by the Caltrans testing laboratory.
10. Clean lamps obstructed by dirt or debris.
11. Replace LED pedestrian signal lamps when they are no longer operative.
12. Inspect filters elements, replace when necessary but not less than once every
six months.
13. Inspect Internally Illuminated Street Name Signs (I.I.S.N.S.)
14. Perform a nightly patrol of all intersections noting any burned out bulbs in
signals, safety lighting, and illuminated street name signs.
15. Replace any burned out bulbs discovered by inspection.
B. Part Two Work — Extraordinary Maintenance
Extraordinary maintenance are those items of work not called out as routine
monthly list, and request by the City or needed for the proper operation of the
City's traffic signal system. Items of work falling into this category shall be:
1. Responding to a callout for a bulb or LED burn out
2. Responding to a callout for a signal reset
3. Responding to an emergency call out.
4. Repair of items damaged by a traffic collision
5. Replacement of damaged loop detectors
6. Repainting back plates
7. Replace or repair pedestrian push bush button
8. Paint controller cabinets
9. Or any other work as requested by the City not covered under Routine
Monthly Maintenance Services
Response Times in Emergencies
01203.0006/405834.2
A-30
Contractor shall maintain a 24- hour, 7- day telephone contact for emergency
needs of the City. Contractor shall make immediate service calls on an emergency
basis, responding within 120 minutes in the event of malfunctions or damages.
C. Services Locations:
Traffic Signals
• Hawthorne @
Palos Verdes Drive West
• Hawthorne @
Vallon
• Hawthorne @
Dupre
• Hawthorne @
Crest
• Hawthorne @
Eddinghill/Seamount
• Hawthorne @
Granvia Altramira/Ridgegate
• Hawthorne @
Highridge
• Hawthorne @
Blackhorse
• Silverspur @
Basswood
• Crenshaw @
Crestridge
• Crest @ Highridge
• Palos Verdes Drive East @ Crest/Marymount College
• Palos Verdes Drive South @ Terranea
• Silver Spur Road @ Silver Arrow Drive
• Crenshaw Blvd @ Indian Peak
Flashing Beacons - Five flashing beacons identified as follows:
• Palos Verdes Drive East @ Crownview
• Palos Verdes Drive East @ Picardie
• Hawthorne @ Vallon
• Crest @ N/O Lucania
• Crest @ S/O Lucania
01203.0006/405834.2
A-3
A-31
Safety Lights - Two safety lights identified as follows
• Palos Verdes Drive East @ Crownview
• Palos Verdes Drive @ Picardie
Pedestrian Crossingpedestrian crossing identified as follows
• Crest Road @ Whitley Collins Drive
III. Consultant will perform all Extraordinary Maintenance Services in compliance with
the following requirements:
A. Each task or set of tasks shall be indicated by a written request produced by the
Contract Officer with a description of the work to be performed, and the time desired
for completion.
B. Consultant will prepare a written description of the requested tasks including all
components and subtasks; prepare a calculation of the costs to perform the task
("Task Budget"); explain how the cost was determined; and prepare a schedule for
completion of the task ("Task Completion Date"). This shall all be collectively
referred to as the "Task Proposal".
C. Contract Officer shall in writing approve, modify, or reject the Task Proposal, and
may issue a Notice to Proceed.
D. The task shall be performed at a cost not to exceed the Task Budget.
E. Contractor shall complete the task and deliver all deliverables to Contract Officer by
the Task Completion Date.
IV. All work is subject to review and acceptance by the City, and must be revised by the
Contractor without additional charge to the City until found satisfactory and
accepted by City.
01203.0006/405834.2
ME"
A-32
EXHIBIT "B"
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
I. Section 3.5, Term, is hereby amended to read as follows:
3.5 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect until completion of the services but not exceeding one (1)
year from the date hereof, with three (3) optional one-year extensions by mutual consent,
except as otherwise provided in the Schedule of Performance (Exhibit "D").
II. Section 7.7, Liquidated Damages, is hereby amended to read as follows:
7.7 Liquidated Damages.
Since the determination of actual damages for any delay in performance of this
Agreement would be extremely difficult or impractical to determine in the event of a breach of
this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City the
sum of Fifteen Hundred Dollars ($1,500) as liquidated damages for each working day—of
delaymonth when the Routine Monthly Maintenance Services are not performed to the
satisfaction of the City„ the rorf fmareo of A o o ee he -o,,, def, as specified in the
Schedule of Performance (Exhibit "D"). The City may withhold from any monies payable on
account of services performed by the Contractor any accrued liquidated damages. Pursuant to
Government Code Section 4215, Contractor shall not be assessed liquidated damages for delay in
completion of the project when such delay was caused by the failure of the public agency or
owner of the utility to provide for removal or relocation of utility facilities.
01203.0006/405834.2 C-1
A-33
EXHIBIT "C"
SCHEDULE OF COMPENSATION
I. Contractor shall perform all work at the rates on the Bid Schedule submitted as part of
Contractor's Proposal, and attached as Exhibit "C-1". Estimated Quantities in the Bid
Schedule are for the purpose of estimation only. Actual quantities will depend on the
needs of the City.
II. On or before July 1 of each year, Contractor may request an adjustment of the prices on
the Bid Schedule in accordance with the Producer Price Index for Finished Goods for Los
Angeles for the most current 12 month period that is available. The decision whether to
make such an adjustment will be in the sole discretion of the City. In the event of an
adjustment, the Contract Sum, as provided in Section 2.1 of this Agreement, will be
modified via a contract amendment approved by the City Council.
III. City will not withhold a regular retention from payments to Contractor except pursuant to
Section 7.3 of this Agreement.
IV. Within the budgeted amounts for each item on the Bid Sheet, and with the approval of the
Contract Officer, funds may be shifted from one item's subbudget to another so long as
the Contract Sum is not exceeded per Section 2.1, unless Additional Work is approved
per Section 1.10.
V. The City will compensate Contractor for the Services performed upon submission of a
valid monthly invoice for each completed task. Each invoice is to include:
A. Line items for all personnel describing the work performed, the number of hours
worked, and the hourly rate.
B. Line items for all materials and equipment properly charged to the Services.
C. Line items for all approved subcontractor labor, supplies, equipment, materials, and
travel properly charged to the Services.
D. Charges for Routine Monthly Maintenance Services and Extraordinary Maintenance
Services shall be clearly distinguished. Any line item that combines routine
maintenance and extraordinary maintenance costs will not be paid until the item is
resubmitted with the costs clearly separated.
VI. The total compensation for fiscal year 2017-2018, ending June 30, 2018, shall not exceed
$121,910. The total compensation for the full term of the Agreement shall not exceed
$487,640, as provided in Section 2.1 of the Agreement.
01203.0006/405834.2
C-2
A-34
EXHIBIT C-1
BID SCHEDULE — Part One
Routine Monthly Maintenance Services
ItemQuantity
Unit Price
Total
Total Annual
No.
Description
per Month
Monthly
Cost
Cost
$17,640
1
Routine Monthly
15
$98 per
$1,470
Maintenance - Signal
month
$225
$2,700
2
Routine Monthly
5
$45 per
Maintenance - Flashing
month
Beacon
$90
$1,080
3
Routine Monthly
2
$45 per
Maintenance - Safety
month
Lighting (Crenshaw @
Crest)
4
LED Pedestrian Crossing
1
$45 per
$45
$540
(Rapid Flash)
month
$1,830
$219960
Subtotal Bid Schedule
Part 1
Routine Monthly
Maintenance
Consultant shall be compensated at the unit price per signal, unit price per flashing
beacon, unit price per safety light, and unit price per LED pedestrian crossing, as
applicable, and no additional compensation shall be allowed for any labor equipment or
material.
01203.0006/405834.2
C-3
BID SCHEDULE — Part Two
Extraordinary Maintenance Services
Item
No.
Description
Unit Price
Quantity
Extension
$33,800
1.
Field Technician
$169 per
200 Hours
hour
2.
Field Technician OT Rate
$217 per
20 Hours
$4,340
hour
3.
Field Technician Sunday
$266 per
20 Hours
$5,320
& Holiday Rate
hour
$6,800
2.
Bucket Truck
$34 per hour
200 Hours
$35,650
3.
Replace circular Loop
$713 Each
50
Detector
$9,390
4.
Paint Controller Cabinet
$626.00
15
Each
$4,650
5.
Paint Signal Display
$93.00 per
50
unit
Subtotal Bid Schedule Part
2 — Extraordinary
Maintenance
$99,950
Contractor will charge City only for extraordinary maintenance services approved
pursuant to Section III of Exhibit "A", and will invoice the City pursuant to Section V of
Exhibit "C." Contractor is not guaranteed any extraordinary maintenance services work.
Contractor shall be compensated at the various unit prices for either the bid item called
out, or for the unit price for labor and material called out in Bid Item Part Two —
Extraordinary Maintenance, which shall constitute full compensation for labor and
equipment. All materials utilized for extraordinary maintenance shall be subject to a 15%
mark up.
01203.0006/405834.2 C-4
A-36
BID SUMMARY (ANNUAL)
Description
Amount
$21,960
Subtotal Bid Schedule Part One
Routine Monthly Maintenance
$99,950
Subtotal Bid Schedule Part Two — Extraordinary
Maintenance
$121,910
Total Base Bid Amount
01203.0006/405834.2
C-5
A-37
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
I. Contractor shall perform all work timely in accordance with the following
schedule:
Routine Maintenance Services: Contractor shall perform monthly services according to
the specifications articulated in Exhibit "A", Scope of Services.
Extraordinary Services: Contractor shall complete each Task by the Task Completion
Date set in the applicable Task Proposal. If no Task Completion Date is set, work shall
be completed not more than 15 working days after Contract Officer issues a Notice to
Proceed for the Task Proposal, or, in the absence of a Notice to Proceed, 15 working
days after the Contract Officer approves the Task Proposal.
II. The Contract Officer may approve extensions for performance of the services
in accordance with Section 3.2.
01203.0006/405834.2
D-1
•