CC SR 20181002 G - Econolite Restated Agreement Traffic Signal MaintenanceRANCHO PALOS VERDES CITY COUNCIL MEETING DATE: 10/02/2018
AGENDA REPORT AGENDA HEADING: Consent Calendar
AGENDA DESCRIPTION:
Consideration and possible action authorizing the Amendment and Restatement of the
Agreement for the Traffic Signal Maintenance Agreement FY17-18 through FY20-21
with Econolite Systems
RECOMMENDED COUNCIL ACTION:
(1) Approve the Amended & Restated Agreement to the Traffic Signal Maintenance
Agreement FY17-18 through FY20-21 with Econolite Systems.
FISCAL IMPACT: No additional funding is required. The amount of $125,049 is
budgeted for FY18-19. The approved contract amount of $619,779 is for a four-year
contract term.
Amount Budgeted: $125,049
Additional Appropriation: N/A
Account Number(s): 202-400-3120-5201
211-400-0000-5201
ORIGINATED BY: Nadia Carrasco, Assistant Engineer
REVIEWED BY: Elias Sassoon, PE, Director of Public Works
APPROVED BY: Doug Willmore, City Manager
ATTACHED SUPPORTING DOCUMENTS:
A. Amended & Restated Agreement for Traffic Signal Maintenance FY17-18
Through FY20-21 with Econolite Systems (page A-1)
B. Agreement for Traffic Signal Maintenance with Econolite Systems (page
B-1)
C. Amendment No. 1 to the Traffic Signal Maintenance Agreement with
Econolite Systems (page C-1)
D. Amendment No. 2 for the Traffic Signal Maintenance Agreement with
Econolite Systems (page D-1)
BACKGROUND AND DISCUSSION:
On October 3, 2017, the City Council awarded a contract agreement to Econolite
Systems for the “Traffic Signal Maintenance Contract FY17-18 through FY21-22”
project for a not-to-exceed amount of $121,910 per fiscal year (Attachment B). The
term of this contract was for one year, with three one-year renewal options for a total
contract term of four years. However, the contract name itself suggested
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(erroneously) that is was a five-year contract. The proposed Amended & Restated
Agreement (Attachment A) will eliminate this ambiguity by bringing the project name
into conformance with the actual term of the agreement. The term is being changed to
four years through the end of FY20-21, effectively exercising all the City’s extension
options. Minor amendments to the annual compensation will be made at the start of
FY19-20 and FY20-21 to allow for a producer price index (PPI) rate increase, as
originally negotiated.
On May 15, 2018, the City Council authorized Amendment No. 1 (Attachment C) to
the original agreement for a one-time increase of the contract amount by $129,000.
The funds are being used to perform several improvements at various signalized
intersections. Amendment No. 1 increased the total compensation amount for FY17-
18 from $121,910 to $250,910, and the total compensation for the four-year contract
from $487,640 to $616,640. However, this change was not reflected in the language
of Amendment No. 1. The Amended & Restated Agreement will correct that error,
provide detail regarding the additional work needed, and provide an expanded
schedule of performance to make the various signalized intersection improvements.
On July 31, 2018, the City Council authorized Amendment No. 2 (Attachment D) to
extend the contract for another year and increase the total compensation for FY18-19,
by the PPI of 2.575% or $3,139. Amendment No. 2 increased the annual contract
cost from $121,910 to $125,049, and the total four-year contract cost from $616,640 to
$619,779. These changes are also included in the proposed Amended & Restated
Agreement.
CONCLUSION:
Staff recommends the City Council approve the Amended & Restated Agreement to
create a single uniform and comprehensive agreement that will replace and supersede
the original Agreement, as well as Amendment Nos. 1 and 2. The Amended & Restated
Agreement will also correct the ambiguity in the current contract agreement to include a
four-year term without the need to annual renewal. The Amended & Restated
Agreement has been reviewed and approved by the City Attorney’s Office.
ALTERNATIVES:
In addition to the Staff recommendation, the following alternative action is available for
the City Council’s consideration:
1. Discuss other options which may be appropriate in lieu of Staff’s
recommendation.
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AMENDED & RESTATED
AGREEMENT FOR PUBLIC WORKS
FOR TRAFFIC SIGNAL MAINTENANCE SERVICES
By and Between
CITY OF RANCHO PALOS VERDES
and
ECONOLITE SYSTEMS
01203.0006/506599.6 A-1
AMENDED & RESTATED
AGREEMENT FOR PUBLIC WORKS
FOR TRAFFIC SIGNAL MAINTENANCE SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
ECONOLITE SYSTEMS
THIS AMENDED & RESTATED AGREEMENT FOR PUBLIC WORKS SERVICES
(herein “Amended & Restated Agreement”) is made and entered into this 2nd day of October, 2018
by and between the City of Rancho Palos Verdes, a California municipal corporation (“City”) and
Econolite Systems, a California corporation (“Contractor”). City and Contractor are sometimes
hereinafter individually referred to as “Party” and hereinafter collectively referred to as the
“Parties.”
RECITALS
A. Following issuance of an Invitation for Bids, City and Contractor entered into that
certain agreement dated October 3, 2017 (the “Agreement”), whereby Contractor agreed to provide
traffic signal maintenance services (the “Services”) for the project entitled “Traffic Signal
Maintenance Agreement FY 17-18 Through FY 20-21.”
B. The Term of the Agreement was for one year, with the option to renew for three
additional one-year extensions by mutual agreement of the parties. The Agreement provided for
a maximum annual compensation of $121,910, for a total Contract Sum of $487,640.
C. On May 18, 2018, City and Contractor executed an amendment to the Agreement
(“Amendment No. 1”), which increased the not-to-exceed compensation amount for FY 2017-
2018 by $129,000 to $250,910, for a new maximum Contract Sum over the Term of $616,640.
The additional compensation for FY 2017-18 was due to an unusual amount of accidents that
resulted in increased equipment repair and replacement costs. Amendment No. 1, however, did
not accurately reflect the increased Contract Sum and expanded scope of work.
D. On July 31, 2018, City and Contractor executed a further amendment to the
Agreement (“Amendment No. 2”), which extended the Term through June 30, 2019, and increased
the annual not-to-exceed compensation from $121,910 to $125,049 for FY 2018-19, reflecting the
agree-upon CPI increase to the annual compensation, for a total Contract Sum of $619,779.
D. City and Contractor now desire to amend and restate the Agreement to accomplish
the following: (1) accurately reflect the Parties’ intent with respect to Amendment No. 1; and (2)
amend the Term to four (4) years, ending on June 30, 2021.
E. This Amended & Restated Agreement, therefore, replaces and supersedes the
Agreement, as well as Amendment Nos. 1 and 2 thereto.
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:
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ARTICLE 1. WORK OF CONTRACTOR
1.1 Scope of Work.
In compliance with all terms and conditions of this Amended & Restated
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
Amended & Restated Agreement, Contractor represents and warrants that it has the qualifications,
experience, and facilities necessary to properly perform the work required under this Amended &
Restated 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 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 Amended & Restated 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 Agreement FY 17-18
Through FY 20-21, 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 Amended & Restated Agreement,
the terms of this Amended & Restated 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 Amended & Restated Agreement is a “public work” as defined in Labor
Code Section 1720 and that this Amended & Restated 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 Amended & Restated 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
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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 Amended & Restated 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 Amended & Restated 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 Amended & Restated Agreement by Contractor or by any subcontractor.
(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 Amended & Restated
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
Amended & Restated Agreement, Contractor and each of its subcontractors shall submit to the
City a verified statement of the journeyman and apprentice hours performed under this Amended
& Restated 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 Amended & Restated 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 (1½) times the basic rate of pay.
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(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 Amended & Restated Agreement, Contractor shall
be responsible for such 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 Amended & Restated
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 Amended & Restated 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
Amended & Restated 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 Amended & Restated 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 Amended & Restated 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
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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 Amended & Restated 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 Amended & Restated 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 not be excused from any scheduled completion date set, but shall proceed with all
work to be performed under the Amended & Restated 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 Amended &
Restated 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 Amended & Restated 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 Amended & Restated 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 Amended & Restated 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 Amended & Restated Agreement, commence and prosecute
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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 Amended & Restated
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 Amended &
Restated 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 obligations under this Section,
or under any other warranty or guaranty under this Amended & Restated 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 Amended & Restated 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 Amended & Restated 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 Amended & Restated 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 Amended & Restated 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.
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(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.
(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 Amended & Restated 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 Amended & Restated Agreement, the provisions of
Exhibit “B” shall govern.
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ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Amended & Restated 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 Six Hundred Nineteen Thousand Seven
Hundred Seventy Nine Dollars ($619,779.) (the “Contract Sum”), 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.
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 Amended & Restated
Agreement, Contractor is certifying compliance with all provisions of the Amended & Restated
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 Amended & Restated 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
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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 Amended & Restated
Agreement shall not be deemed to waive any defects in work performed by Contractor.
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Amended & Restated Agreement.
3.2 Schedule of Performance.
Contractor shall commence the services pursuant to this Amended & Restated
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 Amended & Restated 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 Amended & Restated
Agreement. In no event shall Contractor be entitled to recover damages against the City for any
delay in the performance of this Amended & Restated Agreement, however caused, Contractor’s
sole remedy being extension of the Amended & Restated Agreement pursuant to this Section.
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3.4 Inspection and Final Acceptance.
City may inspect and accept or reject any of Contractor’s work under this Amended
& Restated 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 Amended & Restated 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 Amended & Restated
Agreement, this Amended & Restated Agreement shall continue in full force and effect until
completion of the services but not exceeding June 30, 2021, with two (2) optional one-year
extensions by mutual consent, except as otherwise provided in the Schedule of Performance
(Exhibit “D”).
ARTICLE 4. COORDINATION OF WORK
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:
Pat Showalter Operations Manager
(Name) (Title)
Brian Akerley Associate Vice President
(Name) (Title)
Dorian Pappas Project Coordinator
(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 Amended &
Restated Agreement. Therefore, the Principals shall be responsible during the term of this
Amended & Restated 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 Amended & Restated 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 Amended & Restated Agreement. Contractor shall notify City of any changes
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in Contractor’s staff and subcontractors, if any, assigned to perform the services required under
this Amended & Restated 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 Amended & Restated 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 Elias Sassoon, Director of Public Works, or 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 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 Amended & Restated 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 Amended & Restated
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
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or work under this Amended & Restated Agreement. In addition, neither this Amended & Restated
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
Amended & Restated 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.
Without limiting Contractor’s indemnification of City, and prior to commencement
of any services under this Amended & Restated Agreement, Contractor shall obtain, provide and
maintain at its own expense during the term of this Amended & Restated Agreement, policies of
insurance of the type and amounts described below and in a form satisfactory to City.
(a) General liability insurance. Contractor shall maintain commercial general
liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in
an amount not less than $2,000,000 per occurrence, $4,000,000 general aggregate, for bodily
injury, personal injury, and property damage. The policy must include contractual liability that has
not been amended. Any endorsement restricting standard ISO “insured contract” language will not
be accepted.
(b) Automobile liability insurance. Contractor shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and
property damage for all activities of the Contractor arising out of or in connection with Services
to be performed under this Amended & Restated Agreement, including coverage for any owned,
hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit
for each accident.
(c) Professional liability (errors & omissions) insurance. Contractor shall
maintain professional liability insurance that covers the Services to be performed in connection
with this Amended & Restated Agreement, in the minimum amount of $1,000,000 per claim and
in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the
effective date of this Amended & Restated Agreement and Contractor agrees to maintain
continuous coverage through a period no less than three (3) years after completion of the services
required by this Amended & Restated Agreement.
(d) Workers’ compensation insurance. Contractor shall maintain Workers’
Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at
least $1,000,000).
(e) 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 include all of the requirements stated herein.
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(f) Additional Insurance. Policies of such other insurance, as may be required
in the Special Requirements in Exhibit “B”.
5.2 General Insurance Requirements.
(a) Proof of insurance. Contractor shall provide certificates of insurance to City
as evidence of the insurance coverage required herein, along with a waiver of subrogation
endorsement for workers’ compensation. Insurance certificates and endorsements must be
approved by City’s Risk Manager prior to commencement of performance. Current certification
of insurance shall be kept on file with City at all times during the term of this Amended & Restated
Agreement. City reserves the right to require complete, certified copies of all required insurance
policies, at any time.
(b) Duration of coverage. Contractor shall procure and maintain for the
duration of this Amended & Restated Agreement insurance against claims for injuries to persons
or damages to property, which may arise from or in connection with the performance of the
Services hereunder by Contractor, its agents, representatives, employees or subcontractors.
(c) Primary/noncontributing. Coverage provided by Contractor shall be
primary and any insurance or self-insurance procured or maintained by City shall not be required
to contribute with it. The limits of insurance required herein may be satisfied by a combination of
primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be
endorsed to contain a provision that such coverage shall also apply on a primary and non-
contributory basis for the benefit of City before the City’s own insurance or self-insurance shall
be called upon to protect it as a named insured.
(d) City’s rights of enforcement. In the event any policy of insurance required
under this Amended & Restated Agreement does not comply with these specifications or is
canceled and not replaced, City has the right but not the duty to obtain the insurance it deems
necessary and any premium paid by City will be promptly reimbursed by Contractor or City will
withhold amounts sufficient to pay premium from Contractor payments. In the alternative, City
may cancel this Amended & Restated Agreement.
(e) Acceptable insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact business of insurance or
that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned
policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in
accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the
City’s Risk Manager.
(f) Waiver of subrogation. All insurance coverage maintained or procured
pursuant to this Amended & Restated Agreement shall be endorsed to waive subrogation against
City, its elected or appointed officers, agents, officials, employees and volunteers or shall
specifically allow Contractor or others providing insurance evidence in compliance with these
specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own
right of recovery against City, and shall require similar written express waivers and insurance
clauses from each of its subcontractors.
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(g) Enforcement of contract provisions (non-estoppel). Contractor
acknowledges and agrees that any actual or alleged failure on the part of the City to inform
Contractor of non-compliance with any requirement imposes no additional obligations on the City
nor does it waive any rights hereunder.
(h) Requirements not limiting. Requirements of specific coverage features or
limits contained in this section are not intended as a limitation on coverage, limits or other
requirements, or a waiver of any coverage normally provided by any insurance. Specific reference
to a given coverage feature is for purposes of clarification only as it pertains to a given issue and
is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or
a waiver of any type. If the Contractor maintains higher limits than the minimums shown above,
the City requires and shall be entitled to coverage for the higher limits maintained by the
Contractor. Any available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City.
(i) Notice of cancellation. Contractor agrees to oblige its insurance agent or
broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for
nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each
required coverage.
(j) Additional insured status. General liability policies shall provide or be
endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall
be additional insureds under such policies. This provision shall also apply to any excess/umbrella
liability policies.
(k) Prohibition of undisclosed coverage limitations. None of the coverages
required herein will be in compliance with these requirements if they include any limiting
endorsement of any kind that has not been first submitted to City and approved of in writing.
(l) Separation of insureds. A severability of interests provision must apply for
all additional insureds ensuring that Contractor’s insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the insurer’s limits of
liability. The policy(ies) shall not contain any cross-liability exclusions.
(m) Pass through clause. Contractor agrees to ensure that its subconsultants,
subcontractors, and any other party involved with the project who is brought onto or involved in
the project by Contractor, provide the same minimum insurance coverage and endorsements
required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all
responsibility for ensuring that such coverage is provided in conformity with the requirements of
this section. Contractor agrees that upon request, all Amended & Restated Agreements with
consultants, subcontractors, and others engaged in the project will be submitted to City for review.
(n) Agency’s right to revise specifications. The City reserves the right at any
time during the term of the contract to change the amounts and types of insurance required by
giving the Contractor ninety (90) days advance written notice of such change. If such change
results in substantial additional cost to the Contractor, the City and Contractor may renegotiate
Contractor’s compensation.
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(o) Self-insured retentions. Any self-insured retentions must be declared to and
approved by City. City reserves the right to require that self-insured retentions be eliminated,
lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these
specifications unless approved by City.
(p) Timely notice of claims. Contractor shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from Contractor’s performance
under this Amended & Restated Agreement, and that involve or may involve coverage under any
of the required liability policies.
(q) Additional insurance. Contractor shall also procure and maintain, at its own
cost and expense, any additional kinds of insurance, which in its own judgment may be necessary
for its proper protection and prosecution of the work.
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 Amended & Restated
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.
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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 Amended & Restated 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 Amended & Restated 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 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 Amended & Restated 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 Amended & Restated 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 Amended & Restated Agreement Contractor
shall deliver to the City, the following:
(a) A performance bond in the amount of the Contract Sum of this
Amended & Restated Agreement, in the form provided by the City Clerk, which secures the
faithful performance of this Amended & Restated Agreement.
(b) A labor and materials bond in the amount of the Contract Sum of
this Amended & Restated 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
Amended & Restated Agreement.
Both the performance and labors 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 Amended & Restated Agreement and shall be null and void only
if the Contractor promptly and faithfully performs all terms and conditions of this Amended &
Restated Agreement and pays all labor and materials for work and services under this Amended &
Restated Agreement.
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5.6 Sufficiency of Insurer or Surety.
Insurance and bonds required by this Amended & Restated 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 Amended
& Restated 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 Amended & Restated 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.
Pursuant to Public Contract Code Section 22300, substitution of eligible equivalent
securities for any funds withheld to ensure performance under this Amended & Restated
Agreement may be permitted at the request and sole expense of the Contractor. Alternatively, the
Contractor may, pursuant to an escrow Amended & Restated 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 Amended & Restated
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 Amended & Restated 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
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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 Amended & Restated
Agreement as the Contract Officer shall require. Contractor hereby acknowledges that the City is
greatly concerned about the cost of work and services to be performed pursuant to this Amended
& Restated 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 Amended & Restated 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 Amended & Restated
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.
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6.4 Confidentiality and Release of Information.
(a) information gained or work product produced by Contractor in
performance of this Amended & Restated 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
Amended & Restated 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 Amended & Restated
Agreement, then City 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 Amended & Restated 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 AMENDED & RESTATED AGREEMENT AND
TERMINATION
7.1 California Law.
This Amended & Restated 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 Amended & Restated 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.
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7.2 Disputes.
(a) Default; Cure. In the event that Contractor is in default under the
terms of this Amended & Restated 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 Amended
& Restated 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 Amended & Restated 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 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
Amended & Restated 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 Amended & Restated 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 Amended & Restated 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 Amended & Restated Agreement of any term,
condition, or covenant of this Amended & Restated 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
Amended & Restated Agreement shall not constitute a waiver of any other provision or a waiver
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of any subsequent breach or violation of any provision of this Amended & Restated Agreement.
Acceptance by City of any work or services by Contractor shall not constitute a waiver of any of
the provisions of this Amended & Restated 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 Amended
& Restated Agreement.
7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in
this Amended & Restated 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 Amended & Restated Agreement, to obtain declaratory or
injunctive relief, or to obtain any other remedy consistent with the purposes of this Amended &
Restated 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 Amended & Restated Agreement.
7.7 Liquidated Damages.
Since the determination of actual damages for any delay in performance of this
Amended & Restated Agreement would be extremely difficult or impractical to determine in the
event of a breach of this Amended & Restated Agreement, the Contractor and its sureties shall be
liable for and shall pay to the City the sum of ___________________________ Dollars ($0) 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
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01203.0006/506599.6 A-22
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 Amended & Restated 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.
If either party to this Amended & Restated Agreement is required to initiate or
defend or made a party to any action or proceeding in any way connected with this Amended &
Restated 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 Amended & Restated 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 Amended & Restated
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.
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01203.0006/506599.6 A-23
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 Amended & Restated 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 Amended & Restated Agreement. Contractor further covenants that in the performance of this
Amended & Restated 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 Amended & Restated
Agreement.
No officer or employee of the City shall have any financial interest, direct or
indirect, in this Amended & Restated Agreement nor shall any such officer or employee participate
in any decision relating to the Amended & Restated 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 Amended & Restated Agreement.
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 Amended & Restated 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. § 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 Amended &
Restated 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
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01203.0006/506599.6 A-24
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
Amended & Restated 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 Amended & Restated Agreement shall be serialized
consecutively.
9.2 Interpretation.
The terms of this Amended & Restated 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 Amended & Restated Agreement or any other rule of construction
which might otherwise apply.
9.3 Counterparts.
This Amended & Restated 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.
9.4 Integration; Amendment.
This Amended & Restated 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 Amended & Restated Agreements between the parties hereto affecting this
Amended & Restated Agreement and this Amended & Restated Agreement supersedes and cancels
any and all previous negotiations, arrangements, Amended & Restated Agreements and
understandings, if any, between the parties, and none shall be used to interpret this Amended &
Restated Agreement. No amendment to or modification of this Amended & Restated 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.
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01203.0006/506599.6 A-25
9.5 Severability.
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or
sections contained in this Amended & Restated 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 Amended & Restated 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 Amended & Restated 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 Amended & Restated Agreement, nor shall any official, officer, or employee of City
participate in any decision relating to this Amended & Restated 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 Amended & Restated 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 Amended & Restated 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 Amended & Restated
Agreement void and of no force or effect.
Contractor’s Authorized Initials _______
9.7 Corporate Authority.
The persons executing this Amended & Restated 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 this Amended & Restated Agreement on behalf of said party, (iii) by so
executing this Amended & Restated Agreement, such party is formally bound to the provisions of
this Amended & Restated Agreement, and (iv) the entering into this Amended & Restated
Agreement does not violate any provision of any other Amended & Restated Agreement to which
said party is bound. This Amended & Restated Agreement shall be binding upon the heirs,
executors, administrators, successors and assigns of the parties.
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01203.0006/506599.6 A-26
[SIGNATURES ON FOLLOWING PAGE]
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01203.0006/506599.6 A-27
IN WITNESS WHEREOF, the parties hereto have executed this Amended &
Restated Agreement on the date and year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
____________________________________
Mayor
ATTEST:
City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
City Attorney
CONTRACTOR:
____________________________________
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.
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01203.0006/506599.6 A-28
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2018 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 DESCRIPTION OF ATTACHED DOCUMENT
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))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
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.
01203.0006/506599.6 A-29
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2018 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 DESCRIPTION OF ATTACHED DOCUMENT
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))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
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.
01203.0006/506599.6 A-30
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 Agreement FY 17-18
Through FY 20-21,” including any documents or exhibits referenced therein. In sum,
Contractor will provide routine maintenance of 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:
Contractor shall provide comprehensive maintenance and repair services for 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.
A. Services performed under this contract shall fall into one of two categories as
follows:
1. Routine Monthly Maintenance
1. Contractor shall 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. Contractor shall clean cabinets inside and outside, remove any foreign materials,
and clean or replace filters as necessary.
3. Contractor shall check timing of individual signal phases and interval timing
circuits for correct operation.
4. Contractor shall maintain a chronograph and set all digital real time clocks to
National Bureau of Standards time.
5. Contractor shall check timing of yellow (caution) and all-red clearance intervals
on all phases by stopwatch.
01203.0006/506599.6 A-1
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6. Contractor shall check detector units, individual loops and pedestrian push
buttons.
7. Contractor shall inspect the operation of the signal conflict monitor (both vehicle
and pedestrian) once every six months by shorting the field terminals.
8. Contractor shall visually inspect all relays, clocks, dials, and switches etc., and
make any routine adjustments or minor repairs as maybe necessary.
9. Contractor shall inspect LED lamps and replace when necessary. Lamps shall
be of materials certified by the Caltrans testing laboratory.
10. Contractor shall clean lamps obstructed by dirt or debris.
11. Contractor shall replace LED pedestrian signal lamps when they are no longer
operative.
12. Contractor shall inspect filters elements, replace when necessary but not less
than once every six months.
13. Contractor shall inspect Internally Illuminated Street Name Signs (I.I.S.N.S.)
14. Contractor shall perform a nightly patrol of all intersections noting any burned
out bulbs in signals, safety lighting, and illuminated street name signs.
15. Contractor shall replace any burned out bulbs discovered by inspection.
2. Extraordinary Maintenance
“Extraordinary maintenance” shall be defined as those items of work not identified
in sub-section 1, above, that are requested by City’s Contract Officer .
“Extraordinary maintenance” shall also include the following:
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
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A-32
9. Or any other work as requested by the City not covered under Routine
Monthly Maintenance Services
Response Times in Emergencies
Contractor shall maintain a 24- hour, 7- day telephone contact for emergency needs
of City. Contractor shall make immediate service calls on an emergency basis,
responding within 120 minutes in the event of malfunctions or damages.
B. 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
01203.0006/506599.6 A-3
A-33
• Hawthorne @ Vallon
• Crest @ N/O Lucania
• Crest @ S/O Lucania
Safety Lights - Two safety lights identified as follows
• Palos Verdes Drive East @ Crownview
• Palos Verdes Drive @ Picardie
Pedestrian Crossing - One pedestrian crossing identified as follows
• Crest Road @ Whitley Collins Drive
D. Additional Services for FY 2017-18:
1. Contractor shall replace various traffic signal equipment/components due to a
traffic collision at Crenshaw Blvd & Indian Peak Rd
2. Contractor shall install an Emergency Vehicle Pre-Emption Equipment at Indian
Peak & Crenshaw Blvd
3. Contractor shall install two traffic signal controllers at two locations at Hawthorne
Blvd & Granvia Altamira Hawthorne Blvd & PVDW
4. Contractor shall perform signal modification improvements to allow U-turn
movement for west bound traffic along Hawthorne Blvd. onto Highridge Rd
5. Contractor shall install a battery back-up with external cabinet at PVDS & Terranea
Way
III. Contractor shall perform all Extraordinary Maintenance Services in compliance with
the following requirements:
A. Each task or set of tasks shall be established by a written request provided by City’s
Contract Officer with a description of the scope of work to be performed, and the time
deadline for completion of the same.
B. In response, Contractor will then 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. City’s Contract Officer shall the either approve, modify, or reject the Task Proposal, in
writing, and may issue a Notice to Proceed.
01203.0006/506599.6 A-4
A-34
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.
III. 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.
IV. Contractor shall provide safe and continuous passage for pedestrian and vehicular
traffic in accordance with the California Manual on Uniform Traffic Control Devices
(CA MUTCD), latest edition.
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A-35
EXHIBIT “B”
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text is indicated in bold italics, deleted text is indicated in strikethrough.
I. 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 Cityin 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.
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A-36
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 the full term of the Amended & Restated Agreement shall not
exceed $619,779, as provided in Section 2.1 of the Agreement.
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A-37
EXHIBIT C-1
The bid schedules in this Exhibit C-1 are separated by fiscal year, and include costs and rates
from FY 2016-17 through FY 2018-19. The bid schedules for FY 2019-20 and FY 2020-21
shall be appended hereto in conformance with Section II or Exhibit “C”, Schedule of
Compensation.
I. BID SCHEDULE FY 2016-17
Routine Monthly Maintenance Services and Extraordinary Services performed:
$40,000
II. BID SCHEDULE FY 2017-18
A. Bid Summary (see below for detailed breakdown)
Description
Amount
Subtotal Bid Schedule Part One
Routine Monthly Maintenance
$21,960
Subtotal Bid Schedule Part Two – Extraordinary
Maintenance
$99,950
Additional Services
$83,600
TOTAL FY 2017-18
$205,510
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B. Routine Monthly Maintenance Services
Item
No.
Description
Quantity
Unit Price
per Month
Total
Monthly
Cost
Total Annual
Cost
1
Routine Monthly
Maintenance - Signal
15
$98 per
month
$1,470
$17,640
2
Routine Monthly
Maintenance - Flashing
Beacon
5
$45 per
month
$225 $2,700
3
Routine Monthly
Maintenance - Safety
Lighting (Crenshaw @
Crest)
2
$45 per
month
$90 $1,080
4 LED Pedestrian Crossing
(Rapid Flash)
1 $45 per
month
$45 $540
Subtotal Bid Schedule
Routine Monthly
Maintenance
$1,830 $21,960
Contractor 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.
01203.0006/506599.6 C-3
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C. Extraordinary Maintenance Services
Item
No.
Description
Unit Price
Quantity
Extension
1.
Field Technician
$169 per
hour
200 Hours
$33,800
2. Field Technician OT Rate $217 per
hour
20 Hours $4,340
3. Field Technician Sunday &
Holiday Rate
$266 per
hour
20 Hours $5,320
2.
Bucket Truck
$34 per hour
200 Hours
$6,800
3.
Replace circular Loop
Detector
$713 Each
50
$35,650
4.
Paint Controller Cabinet
$626.00
Each
15
$9,390
5.
Paint Signal Display
$93.00 per
unit
50
$4,650
Subtotal Bid Schedule
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.
01203.0006/506599.6 C-4
A-40
D. Additional Services
Maintenance Type Location Cost
1. Replacement of various traffic signal
equipment/components due to a traffic collision
-- 332 cabinet
-- Type III Service
-- UPS Battery Back w/ External Cabinet
-- 179 ATC controller (if needed)
Crenshaw Blvd & Indian Peak Rd $32,000
2. Installation of an Emergency Vehicle Pre-Emption
Equipment
Indian Peak & Crenshaw Blvd $10,500
3. Installation of two traffic signal controllers at two
locations
Hawthorne Blvd & Granvia
Altamira Hawthorne Blvd &
PVDW
$12,600
4. Signal modification improvements to allow U-turn
movement for west bound traffic along Hawthorne Blvd.
onto Highridge Rd.
Hawthorne Blvd & Highridge Rd $17,000
5. Installation of 2 battery back-up w/ external cabinet PVDS & Terranea Way
TBD additional location
$11,500
TOTAL ADDITIONAL SERVICES $83,600
01203.0006/506599.6 C-5
A-41
III. BID SCHEDULE FY 2018-19
A. Routine Monthly Maintenance
Item
No. Description Quantity
Unit Price
per Month
Total Monthly
Cost
Total
Annual
Cost
1 Routine Monthly Maintenance - Signal 15 $100.52 $1,507.85 $18,094.19
2 Routine Monthly Maintenance - Flashing Beacon 5 $46.16 $230.79 $2,769.52
3 Routine Monthly Maintenance - Safety Lighting 3 $46.16 $138.48 $1,661.7681
4 LED Pedestrian Crossing (Rapid Flash) 1 $46.16 $46.16 $553.90
Subtotal Schedule of Compensation Part One Routine Monthly Maintenance $1,877.12 $23,079.28
B. Extraordinary Services
Item
No. Description Unit Price Quantity Extension
1 Field Technician** $173.35 200 $34,670.00
2 Field Technician OT Rate** $222.59 20 $4,451.16
3 Field Technician Sunday & Holiday Rate** $272.85 20 $5,457.00
4 Bucket Truck** $34.88 200 $6,976.00
5 Replace Circular Loop Detector $731.36 50 $36,568.00
6 Paint Controller Cabinet $642.12 15 $9,631.80
7 Paint Signal Display $95.39 50 $4,769.50
Subtotal Schedule of Compensation Part Two - Extraordinary Maintenance $102,523.46
C. Additional Items (on an as-needed basis only):
Item
No. Description Unit Price Quantity Extension
1 Large Bucket Truck** $33.66 1 $33.66
2 Utility Truck** $33.66 1 $33.66
3 Dump Trailer** $38.16 1 $38.16
4 Crane*, ** $101.00 1 $101.00
5 Paint Truck/Rig** $23.56 1 $23.56
6 Arrow Board** $11.22 1 $11.22
7 Compressor** $16.84 1 $16.84
8 Concrete saw** $39.28 1 $39.28
9 Regular van/truck** $12.34 1 $12.34
10 Equipment Trailer** $19.08 1 $19.08
11 332L Cabinet (8-10 wks delivery) *** $8,277.38 1 $8,277.38
12 332L Cabinet (1-2 day delivery)*** $10,757.48 1 $10,757.48
13 Type II electrical service*** $1,351.66 1 $1,351.66
14 Type III electrical service*** $1,965.49 1 $1,965.49
15 #6 Pull box**** $1,954.91 1 $1,954.91
01203.0006/506599.6 C-6
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16 Countdown Ped Head kit**** $225.70 1 $225.70
17 Pedestrian push button with ADA push button**** $150.41 1 $150.41
18 LED Safety Light**** $529.69 1 $529.69
19 LED Red Ball**** $120.34 1 $120.34
20 LED Green Ball**** $121.02 1 $121.02
21 LED Yellow Ball**** $113.21 1 $113.21
22 LED Red Arrow**** $111.47 1 $111.47
23 LED Green Arrow**** $111.47 1 $111.47
24 LED Yellow Arrow**** $118.42 1 $118.42
26 Paint/Prime Electrical Service Cabinet**** $315.94 1 $315.94
27 Paint/Prime Vehicular Signal Head**** $95.63 1 $95.63
28 Paint/Prime Pedestrian Signal Head**** $94.98 1 $94.98
29 USA Callout** $168.31 1 $168.31
30 TSE Apprentice (Straight Time Rate)** $118.62 1 $118.62
31 TSE Apprentice (Overtime Rate)** $177.94 1 $177.94
32 TSE Apprentice (Double Time Rate)** $237.23 1 $237.23
33 Cabinet Testing $1,346.49 1 $1,346.49
* 4-hour Minimum
** Hourly rate - Portal to Portal
*** Cost of unit only, does not include labor to install, modification or installation of foundation or any
rework
**** When scheduled during normal working hours
NOTE: When needed material is not shown/reflected in this agreement, Consultant will obtain it’s approval
in advance of any work.
III. Bid Schedules for FY 2019-20 and FY 2020-21
See Section II of Exhibit “C”, regarding annual PPI rate increases.
01203.0006/506599.6 C-7
A-43
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.
Additional Services for FY 2017-18 shall be completed no later than December 31, 2018.
II. Contractor shall deliver the following tangible work products to the City by the following
dates.
NOT APPLICABLE
III. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2.
01203.0006/506599.6 D-1
A-44
PERFORMANCE BOND
WHEREAS, the CITY OF RANCHO PALOS VERDES, (“City”), has awarded to
__________________________________, as Contractor (“Principal”), a Contract for the
work entitled and described as
follows:__________________________________________________;
WHEREAS, the Contractor is required under the terms of said Contract to furnish a
bond for the faithful performance of the Contract;
NOW, THEREFORE, we the undersigned Contractor and Surety, are held and firmly
bound unto the City in the sum of ________________________________________
($______________), this amount being not less than one hundred percent (100%) of the total
Contract price, lawful money of the United States of America, for payment of which sum well
and truly be made we bind ourselves, our heirs, executors, administrators, and successors,
jointly and severally, firmly by these presents. In case suit is brought upon this bond, the Surety
will pay a reasonable attorney’s fee to the City in an amount to be fixed by the court.
THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if the hereby bound
Contractor, or its heirs, executors, administrators, successors, or assigns, shall in all things
stand and abide by, well and truly keep and perform all undertakings, terms, covenants,
conditions, and Amended & Restated Agreements in the said Contract and any alteration
thereof, made as therein provided, all within the time and in the manner designated and in all
respects according to their true intent and meaning, then this obligation shall become null and
void; otherwise it shall be and remain in full force and effect.
FURTHER, the said Surety, for value received, hereby stipulates and agrees that no
change, extension of time, alteration, or modification of the Contract Documents or of the work
to be performed thereunder shall in any way affect its obligations on this bond, and it does
hereby waive notice of such change, extension of time, alteration, or modification of the
Contract Documents or of the work to be performed thereunder.
Executed on 20___.
PRINCIPAL
(Seal if Corporation) By
Title
(Attach Acknowledgment of Authorized Representative of Principal)
01203.0006/506599.6 D-1
A-45
Any claims under this bond may be addressed to:
(name and address of Surety)
(name and address of Surety's agent for service
of
process in California, if different from above)
(telephone number of Surety's agent in
California)
(Attach Acknowledgment)
SURETY
By
(Attorney-in-Fact)
APPROVED:
(Attorney for CITY)
NOTICE:
No substitution or revision to this bond form will be accepted. Sureties must be authorized to
do business in and have an agent for service of process in California. Certified copy of Power
of Attorney must be attached.
01203.0006/506599.6 D-2
A-46
PAYMENT BOND
(Labor and Material Bond)
WHEREAS, the CITY OF RANCHO PALOS VERDES, (“City”), has awarded to
__________________________________, as Contractor (“Principal”), a Contract for the
work entitled and described as
follows:__________________________________________________;
WHEREAS, said Contractor is required to furnish a bond in conjunction with said
Contract, to secure the payment of claims of laborers, mechanics, material men, and other
persons as provided by law;
NOW, THEREFORE, we the undersigned Contractor and Surety, are held and firmly
bound unto the City in the sum of ________________________________________
($______________), this amount being not less than one hundred percent (100%) of the total
Contract price, lawful money of the United States of America, for payment of which sum well
and truly be made we bind ourselves, our heirs, executors, administrators, and successors,
jointly and severally, firmly by these presents. In case suit is brought upon this bond, the Surety
will pay a reasonable attorney’s fee to the City in an amount to be fixed by the court.
THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if said Contractor, its
heirs, executors, administrators, successors, assigns, or subcontractor fails to pay: (1) for any
work, materials, services, provisions, provender, or other supplies, or for the use of implements
of machinery, used in, upon, for, or about the performance of the work to be done, or for any
work or labor thereon of any kind; (2) for work performed by any of the persons named in
Civil Code Section 9100; (3) for any amounts due under the Unemployment Insurance Code
with respect to work or labor performed under the contract; and/or (4) for any amounts required
to be deducted, withheld, and paid over to the Employment Development Department from the
wages of employees of the Contractor and/or its subcontractors pursuant to Section 13020 of
the Unemployment Insurance Code with respect to such work and labor, then the Surety herein
will pay for the same in an amount not exceeding the sum specified in this bond, otherwise the
above obligation shall be void.
This bond shall inure to the benefit of any of the persons named in Civil Code Section
9100 so as to give a right of action to such persons or their assigns in any suit brought upon
the bond. Moreover, if the City or any entity or person entitled to file stop payment notices is
required to engage the services of an attorney in connection with the enforcement of this bond,
each shall be liable for the reasonable attorney's fees incurred, with or without suit, in addition
to the above sum.
Said Surety, for value received, hereby stipulates and agrees that no change, extension
of time, alteration, or modification of the Contract Documents or of the work to be performed
thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice
of such change, extension of time, alteration, or modification of the Contract Documents or of
the work to be performed thereunder.
01203.0006/506599.6
A-47
Executed on , 20____.
PRINCIPAL
(Seal if Corporation) By
Title
(Attach Acknowledgment of Authorized Representative of Principal)
Any claims under this bond may be addressed to:
(name and address of Surety)
(name and address of Surety's agent for service of process in California, if different from above)
(telephone number of Surety's agent in California)
(Attach Acknowledgment) SURETY
By (Attorney-in-Fact) APPROVED:
(Attorney for CITY)
NOTICE:
No substitution or revision to this bond form will be accepted. Sureties must be authorized to
do business in and have an agent for service of process in California. Certified copy of Power
of Attorney must be attached.
01203.0006/506599.6
A-48
WORKERS COMPENSATION INSURANCE CERTIFICATE
Description of Contract: City of Rancho Palos Verdes
Project: _____________________________________________
Type of Insurance: Workers' Compensation and
Employers' Liability Insurance
THIS IS TO CERTIFY that the following policy has been issued by the below-stated company in
conformance with the requirements of Article 5 of the Contract and is in force at this time, and is
in a form approved by the Insurance Commissioner.
The Company will give at least 30 days' written notice to the City and Engineer/Architect prior to
any cancellation of said policy.
POLICY NUMBER EXPIRATION DATE LIMITS OF LIABILITY
Workers' Compensation:
Statutory Limits Under the Laws
of the State of California
Employers' Liability:
$_________________ Each Accident
$_________________ Disease - Policy Limit
$_________________ Disease - Each Employee
Named Insured (Contractor) Insurance Company
Street Number Street Number
City and State City and State
By
(Company Representative)
(SEE NOTICE ON NEXT PAGE)
01203.0006/506599.6
A-49
Insurance Company Agent for Service
of Process in California:
Name
Agency
Street Number
City and State
Telephone Number
This certificate is issued as a matter of information only and confers no rights upon the certificate
holder. This certificate does not amend, extend, or alter the coverage afforded by the policy listed
herein.
This is to certify that the policy has been issued to the named insured for the policy period
indicated, notwithstanding any requirement, term, or condition of any contract or other document
with respect to which this certificate may be issued or may pertain, the insurance afforded by the
policy described herein is subject to all the terms, exclusions, and conditions of such policy.
NOTICE:
No substitution or revision to the above certificate form will be accepted. If the insurance called
for is provided by more than one insurance company, a separate certificate in the exact above form
shall be provided for each insurance company.
01203.0006/506599.6
A-50
ADDITIONAL INSURED ENDORSEMENT
COMPREHENSIVE GENERAL LIABILITY
Name and address of named insured (“Named Insured”)
Name and address of Insurance Company (“Company”)
General description of Amended & Restated Agreement(s), permit(s), license(s), and/or activity(ies)
insured
Notwithstanding any inconsistent statement in the policy to which this endorsement is attached (the
“Policy”) or in any endorsement now or hereafter attached thereto, it is agreed as follows:
1. The
(“Public Agency”), its elected officials, officers, attorneys, agents, employees, and volunteers are additional
insureds (the above named additional insureds are hereafter referred to as the “Additional Insureds”) under
the Policy in relation to those activities described generally above with regard to operations performed by
or on behalf of the Named Insured. The Additional Insureds have no liability for the payment of any
premiums or assessments under the Policy.
2. The insurance coverages afforded the Additional Insureds under the Policy shall be primary
insurance, and no other insurance maintained by the Additional Insureds shall be called upon to contribute
with the insurance coverages provided by the Policy.
3. Each insurance coverage under the Policy shall apply separately to each Additional Insured
against whom claim is made or suit is brought except with respect to the limits of the Company's liability.
4. Nothing in this contract of insurance shall be construed to preclude coverage of a claim by
one insured under the policy against another insured under the policy. All such claims shall be covered as
third-party claims, i.e., in the same manner as if separate policies had been issued to each insured. Nothing
contained in this provision shall operate to increase or replicate the Company's limits of liability as provided
under the policy.
5. The insurance afforded by the Policy for contractual liability insurance (subject to the
terms, conditions and exclusions applicable to such insurance) includes liability assumed by the Named
Insured under the indemnification and/or hold harmless provision(s) contained in or executed in conjunction
with the written Amended & Restated Agreement(s) or permit(s) designated above, between the Named
Insured and the Additional Insureds.
6. The policy to which this endorsement is attached shall not be subject to cancellation,
change in coverage, reduction of limits (except as the result of the payment of claims), or non-renewal
except after written notice to Public Agency, by certified mail, return receipt requested, not less than thirty
(30) days prior to the effective date thereof. In the event of Company's failure to comply with this notice
provision, the policy as initially drafted will continue in full force and effect until compliance with this
notice requirement.
7. Company hereby waives all rights of subrogation and contribution against the Additional
Insureds, while acting within the scope of their duties, from all claims, losses and liabilities arising out of
01203.0006/506599.6
A-51
or incident to the perils insured against in relation to those activities described generally above with regard
to operations performed by or on behalf of the Named Insured regardless of any prior, concurrent, or
subsequent active or passive negligence by the Additional Insureds.
8. It is hereby agreed that the laws of the State of California shall apply to and govern the
validity, construction, interpretation, and enforcement of this contract of insurance.
9. This endorsement and all notices given hereunder shall be sent to Public Agency at:
City Manager, City of Rancho Palos Verdes, 30940 Hawthorne Boulevard, Rancho Palos Verdes, California
90275.
10. Except as stated above and not in conflict with this endorsement, nothing contained herein
shall be held to waive, alter or extend any of the limits, Amended & Restated Agreements, or exclusions of
the policy to which this endorsement is attached.
TYPE OF COVERAGES TO WHICH POLICY PERIOD LIMITS OF
THIS ENDORSEMENT ATTACHES FROM/TO LIABILITY
11. Scheduled items or locations are to be identified on an attached sheet. The following
inclusions relate to the above coverages. Includes:
□ Contractual Liability □ Explosion Hazard
□ Owners/Landlords/Tenants □ Collapse Hazard
□ Manufacturers/Contractors □ Underground Property Damage
□ Products/Completed Operations □ Pollution Liability
□ Broad Form Property Damage □ Liquor Liability
□ Extended Bodily Injury □
□ Broad Form Comprehensive □
General Liability Endorsement □
12. A □ deductible or □ self-insured retention (check one) of $
applies to all coverage(s) except:
(if none, so state). The deductible is applicable □ per claim or □ per occurrence (check one).
13. This is an □ occurrence or □ claims made policy (check one).
14. This endorsement is effective on at 12:01 a.m. and forms a part of Policy
Number .
01203.0006/506599.6
A-52
(signatures on following page)
I, (print name), hereby
declare under penalty of perjury under the laws of the State of California, that I have the authority to bind
the Company to this endorsement and that by my execution hereof, I do so bind the Company.
Executed , 20
Signature of Authorized Representative
(Original signature only; no facsimile signature
Telephone No.: ( ) or initialed signature accepted)
01203.0006/506599.6
A-53
ADDITIONAL INSURED ENDORSEMENT
AUTOMOBILE LIABILITY
Name and address of named insured (“Named Insured”)
Name and address of Insurance Company (“Company”)
General description of Amended & Restated Agreement(s), permit(s), license(s), and/or activity(ies)
insured
Notwithstanding any inconsistent statement in the policy to which this endorsement is attached (the
“Policy”) or in any endorsement now or hereafter attached thereto, it is agreed as follows:
1. The
(“Public Agency”), its elected officials, officers, attorneys, agents, employees, and volunteers are additional
insureds (the above named additional insureds are hereafter referred to as the “Additional Insureds”) under
the Policy in relation to those activities described generally above with regard to operations performed by
or on behalf of the Named Insured. The Additional Insureds have no liability for the payment of any
premiums or assessments under the Policy.
2. The insurance coverages afforded the Additional Insureds under the Policy shall be primary
insurance, and no other insurance maintained by the Additional Insureds shall be called upon to contribute
with the insurance coverages provided by the Policy.
3. Each insurance coverage under the Policy shall apply separately to each Additional Insured
against whom claim is made or suit is brought except with respect to the limits of the Company's liability.
4. Nothing in this contract of insurance shall be construed to preclude coverage of a claim by
one insured under the policy against another insured under the policy. All such claims shall be covered as
third-party claims, i.e., in the same manner as if separate policies had been issued to each insured. Nothing
contained in this provision shall operate to increase or replicate the Company's limits of liability as provided
under the policy.
5. The insurance afforded by the Policy for contractual liability insurance (subject to the
terms, conditions and exclusions applicable to such insurance) includes liability assumed by the Named
Insured under the indemnification and/or hold harmless provision(s) contained or executed in conjunction
with the written Amended & Restated Agreement(s) or permit(s) designated above, between the Named
Insured and the Additional Insureds.
6. The policy to which this endorsement is attached shall not be subject to cancellation,
change in coverage, reduction of limits (except as the result of the payment of claims), or non-renewal
except after written notice to Public Agency, by certified mail, return receipt requested, not less than thirty
(30) days prior to the effective date thereto. In the event of Company's failure to comply with this notice
provision, the policy as initially drafted will continue in full force and effect until compliance with this
notice requirement.
7. Company hereby waives all rights of subrogation and contribution against the Additional
Insureds, while acting within the scope of their duties, from all claims, losses and liabilities arising out of
01203.0006/506599.6
A-54
or incident to the perils insured against in relation to those activities described generally above with regard
to operations performed by or on behalf of the Named Insured regardless of any prior, concurrent, or
subsequent active or passive negligence by the Additional Insureds.
8. It is hereby agreed that the laws of the State of California shall apply to and govern the
validity, construction, interpretation, and enforcement of this contract of insurance.
9. This endorsement and all notices given hereunder shall be sent to Public Agency at:
City Manager
City of Rancho Palos Verdes
30940 Hawthorne Boulevard
Rancho Palos Verdes, California 90275
10. Except as stated above and not in conflict with this endorsement, nothing contained herein
shall be held to waive, alter or extend any of the limits, Amended & Restated Agreements, or exclusions of
the policy to which this endorsement is attached.
TYPE OF COVERAGES TO WHICH POLICY PERIOD LIMITS OF
THIS ENDORSEMENT ATTACHES FROM/TO LIABILITY
11. Scheduled items or locations are to be identified on an attached sheet. The following
inclusions relate to the above coverages. Includes:
□ Any Automobiles □ Truckers Coverage
□ All Owned Automobiles □ Motor Carrier Act
□ Non-owned Automobiles □ Bus Regulatory Reform Act
□ Hired Automobiles □ Public Livery Coverage
□ Scheduled Automobiles □
□ Garage Coverage □
12. A □ deductible or □ self-insured retention (check one) of $
applies to all coverage(s) except: (if none, so state). The deductible is applicable □
per claim or □ per occurrence (check one).
13. This is an □ occurrence or □ claims made policy (check one).
14. This endorsement is effective on at 12:01 a.m. and forms a part of Policy Number .
(signatures on following page)
01203.0006/506599.6
A-55
I, (print name), hereby
declare under penalty of perjury under the laws of the State of California, that I have the authority to bind
the Company to this endorsement and that by my execution hereof, I do so bind the Company.
Executed , 20
Signature of Authorized Representative
(Original signature only; no facsimile signature
Telephone No.: ( ) or initialed signature accepted)
01203.0006/506599.6
A-56
ADDITIONAL INSURED ENDORSEMENT
EXCESS LIABILITY
Name and address of named insured (“Named Insured”)
Name and address of Insurance Company (“Company”)
General description of Amended & Restated Agreement(s), permit(s), license(s), and/or activity(ies)
insured
Notwithstanding any inconsistent statement in the policy to which this endorsement is attached (the
“Policy”) or in any endorsement now or hereafter attached thereto, it is agreed as follows:
1. The
(“Public Agency”), its elected officials, officers, attorneys, agents, employees, and volunteers are additional insureds (the above named additional insureds are hereafter referred to as the “Additional Insureds”) under
the Policy in relation to those activities described generally above with regard to operations performed by
or on behalf of the Named Insured. The Additional Insureds have no liability for the payment of any
premiums or assessments under the Policy.
2. The insurance coverages afforded the Additional Insureds under the Policy shall be primary
insurance, and no other insurance maintained by the Additional Insureds shall be called upon to contribute
with the insurance coverages provided by the Policy.
3. Each insurance coverage under the Policy shall apply separately to each Additional Insured
against whom claim is made or suit is brought, except with respect to the limits of the Company's liability.
4. Nothing in this contract of insurance shall be construed to preclude coverage of a claim by one insured under the policy against another insured under the policy. All such claims shall be covered as third-party claims, i.e., in the same manner as if separate policies had been issued to each insured. Nothing
contained in this provision shall operate to increase or replicate the Company's limits of liability as provided
under the policy.
5. The insurance afforded by the Policy for contractual liability insurance (subject to the
terms, conditions and exclusions applicable to such insurance) includes liability assumed by the Named Insured under the indemnification and/or hold harmless provision(s) contained in or executed in conjunction with the written Amended & Restated Agreement(s) or permit(s) designated above, between the Named Insured and the Additional Insureds.
6. The policy to which this endorsement is attached shall not be subject to cancellation,
change in coverage, reduction of limits (except as the result of the payment of claims), or non-renewal
except after written notice to Public Agency, by certified mail, return receipt requested, not less than thirty
(30) days prior to the effective date thereto. In the event of Company's failure to comply with this notice
provision, the policy as initially drafted will continue in full force and effect until compliance with this
notice requirement.
7. Company hereby waives all rights of subrogation and contribution against the Additional Insureds, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to the perils insured against in relation to those activities described generally above with regard to operations performed by or on behalf of the Named Insured regardless of any prior, concurrent, or
subsequent active or passive negligence by the Additional Insureds.
01203.0006/506599.6
A-57
8. It is hereby agreed that the laws of the State of California shall apply to and govern the
validity, construction, interpretation, and enforcement of this contract of insurance.
9. This endorsement and all notices given hereunder shall be sent to Public Agency at:
City Manager
City of Rancho Palos Verdes
30940 Hawthorne Boulevard
Rancho Palos Verdes, California 90275
10. Except as stated above and not in conflict with this endorsement, nothing contained herein
shall be held to waive, alter or extend any of the limits, Amended & Restated Agreements, or exclusions of
the policy to which this endorsement is attached.
TYPE OF COVERAGES TO WHICH POLICY PERIOD LIMITS OF
THIS ENDORSEMENT ATTACHES FROM/TO LIABILITY
□ Following Form
□ Umbrella Liability
□
11. Applicable underlying coverages:
INSURANCE COMPANY POLICY NO. AMOUNT
12. The following inclusions, exclusions, extensions or specific provisions relate to the above
coverages:
13. A □ deductible or □ self-insured retention (check one) of $
applies to all coverage(s) except:
(if none, so state). The deductible is applicable □ per claim or □ per occurrence (check one).
14. This is an □ occurrence or □ claims made policy (check one).
15. This endorsement is effective on at 12:01 a.m. and forms a part of Policy Number .
01203.0006/506599.6
A-58
(signatures on following page)
I, (print name), hereby
declare under penalty of perjury under the laws of the State of California, that I have the authority to bind
the Company to this endorsement and that by my execution hereof, I do so bind the Company.
Executed , 20
Signature of Authorized Representative
(Original signature only; no facsimile signature
Telephone No.: ( ) or initialed signature accepted)
01203.0006/506599.6
A-59
PUBLIC WORKS AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
ECONOLITE SYSTEMS
01203.0006/405834.2 B-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.
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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(11/2)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
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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
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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:
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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 ariy 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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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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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
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B-18
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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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 ($ 0 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.
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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
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01203.0006/405834.2
B-24
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]
24-
01203.0006/405834.2 B-25
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
Brian Camp ell, Mayor
ATTES
E ily olboit, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER,LLP
David J. Ales i , City Attorney
CONTRACTOR:
ECONOLITE SYSTEMS
By:
Name: 1704-ti i cT c. . ECok t
Title: vi C.-e Pax%1p.6..4j ieite 5- .tiVi v0
By:
1100/1100Title: cjtZ,2,6 -1
Address: /Z o Ai. T'S
4,Le , C.A _ 9 2-fr°i
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-
01203.0006/405834.2 B-26
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189
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 0 re/7
i)
On it)'• )'\ before me, Melissa. wII3b+3 Alr}f-our Abbil
Date Here Insert Name and Ti of the Officer
personally appeared a rl` (6 Au t oNamfir t' LAC
es) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(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
MELISSA WILSON is true and correct.
41. Notary Public-California
Orange County WITNESS my hand and official seal.
z < Commission#2161164
My Carron, Expires Jan 23,2021
Signature re- I/1'`'
Signature of Notary Public
Place Notary Seal Above
OPTIONAL
Though this section is optional, completing this information can deter alteration of the document or
fraudulent reattachment of this form to an unintended document.
Description of Attached Document
Title or Type of Document:
Document Date: Number of Pages:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name: Signer's Name:
Corporate Officer — Title(s): Corporate Officer — Title(s):
Partner — Limited General Partner — Limited General
Individual Attorney in Fact Individual Attorney in Fact
Trustee Guardian or Conservator Trustee Guardian or Conservator
Other: Other:
Signer Is Representing: Signer Is Representing:
2016 National Notary Association •www.NationaiNotary.org • 1-800-US NOTARY(1-800-876-6827) Item#5907
B-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 CALI RNIA
COUNTY OF LOS ANG- ES 5'f ac.he.
On 2017 before m-,personally appeared proved to me on
the basis of satisfactory evidence to .: he person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they e uted the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument t : s erson(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the law •f 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 DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
TITLE(S)
El PARTNER(S) LIMITED
GENERAL NUMBER OF PAGES
El ATTORNEY-IN-FACT
TRUSTEE(S)
El GUARDIAN/CONSERVATOR
El OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING:
NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
01203.0006/405834.2
B-28
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 DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
TITLE(S)
PARTNER(S) LIMITED
GENERAL NUMBER OF PAGES
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING:
NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
01203.0006/405834.2 B-29
EXHIBIT "A"
SCOPE OF WORK
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
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.
01203.0006/405834.2 A-1
B-30
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-2
B-31
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
B-32
Safety Lights - Two safety lights identified as follows
Palos Verdes Drive East @ Crownview
Palos Verdes Drive @ Picardie
Pedestrian Crossing - One pedestrian 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 A-4
B-33
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 Cityin 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.
01203.0006/405834.2 C-1
B-34
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
B-35
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 $21,960
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
B-36
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 99,950
2 — Extraordinary
Maintenance
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
B-37
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
B-38
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
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
B-39
AMENDMENT NO. 1
TO AGREEMENT FOR CONTRACTUAL SERVICES
THIS AMENDMENT TO THE AGREEMENT FOR CONTRACTUAL SERVICES
Amendment") by and between the CITY OF RANCHO PALOS VERDES ("City") and
Econolite Systems ("Contractor") is effective as of the 15th day of May, 2018.
RECITALS
A. City and Contractor entered into that certain Agreement for Contractual Services
dated October 3, 2017 ("Agreement") whereby Contractor agreed to provide Traffic Signal
Maintenance Services for the project entitled Traffic Signal Maintenance Contract FY 2017-2018
Through FY 2021-2022.
B. City and Contractor now desire to amend the Agreement to increase the not-to-exceed
amount for Fiscal Year 2017-2018 by$129,000 to $250,910.
TERMS
1.Contract Changes. The Agreement is amended as provided herein (new text is
identified in bold italics, deleted text in strike through).
a) Section 2.1, Contract Sum,is hereby amended to read as follows:
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
Two Hundred Fifty Thousand
NineHundred and Ten Dollars($250,910)(the"Contract Sum"),unless additional
compensation is approved pursuant to Section 1.10."
b) Section VI. of Exhibit "C", Schedule of Compensation, is hereby amended to
read as follows:
VI. The total compensation for fiscal year 2017-2018,ending June 30,2018,shall
not exceed $121,910 $250,910. The total compensation for the full term of the
Agreement shall not exceed$4840 $250,910, as provided in Section 2.1 of the
Agreement."
2.Continuing Effect of Agreement. Except as amended by this Agreement, all
provisions of the Agreement shall remain unchanged and in full force and effect. From and after the
date of this Amendment,whenever the term" Agreement"appears in the Agreement,it shall mean
the Agreement, as amended by this Amendment to the Agreement.
3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and
Contractor each ratify and reaffirm each and every one of the respective rights and obligations
C-1
arising under the Agreement. Each party represents and warrants to the other that there have been no
written or oral modifications to the Agreement other than as provided herein.Each party represents
and warrants to the other that the Agreement is currently an effective,valid,and binding obligation.
Contractor represents and warrants to City that,as of the date of this Amendment,City is not
in default of any material term of the Agreement and that there have been no events that, with the
passing of time or the giving of notice, or both, would constitute a material default under the
Agreement.
City represents and warrants to Contractor that,as of the date of this Amendment, Contractor
is not in default of any material term of the Agreement and that there have been no events that,with
the passing of time or the giving of notice, or both, would constitute a material default under the
Agreement.
4.Adequate Consideration.The parties hereto irrevocably stipulate and agree that they
have each received adequate and independent consideration for the performance of the obligations
they have undertaken pursuant to this Amendment.
5. 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 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.
SIGNATURES ON FOLLOWING PAGE]
01203.0006/458421.1 2-
C-2
IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the date and
year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
Susan M B ooks, Mayor
AT %T:
41.1
olborn, City Clerk
APPROV D AS TO FORM:
ALESHIRE &WYNDER, LLP
D: •- - .'-, City Attorney
11a0%1h WiPal?- CONTRACTOR:
ECONOLITE SYSTEMS
By:
ame:
Title: V, e Pecs• l
By:
Nan : /fi& na, 1/-ki4%
Tit e:SSC 1I-1
Address: /Z 50 N. Ta-r4-A-%
A--.+e:..-• C A- 9 L8'°7
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.
01203.0006/458421.1 3-
C-3
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189
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 XXXX
On 4 — "before me, 06115Sa.. W(156n / 11161-4-1',9 P /Jfc
Date Here Insert Name and Title of Officer
personally appeared -ohe444thhi S q wl LuL v O
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s)whose name(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
v,. MELISSA WILSON that the foregoing paragraph is true andyNotaryPublic-California Z correct.Orange County a
i° 4) Commission S 2181164
r My Comm.Expires1an23,2021 WITNESS my hand and official seal.
thialid4 bydin.
Signature of Notary Public
Place Notary Seal Above
01203.0006/458421.1
C-4
AMENDMENT NO. 2
TO AGREEMENT FOR PUBLIC WORKS SERVICES
THIS AMENDMENT TO THE AGREEMENT FOR PUBLIC WORKS SERVICES
Amendment") by and between the CITY OF RANCHO PALOS VERDES ("City") and
ECONOLITE SYSTEMS, a California corporation("Contractor")is effective as of the 31'day of
July, 2018.
RECITALS
A. City and Contractor entered into that certain Agreement for Contractual Services
dated October 3, 2017 ("Agreement") whereby Contractor agreed to provide Traffic Signal
Maintenance Services for the project entitled Traffic Signal Maintenance Contract FY 2017-2018
Through FY 2021-2022.
B. The Agreement provided for a maximum contract sum of$121,910 per fiscal year for
a total contract amount of$487,640.The Term of the Agreement was for one year,with the option to
renew the Term for three additional one-year extensions by mutual agreement of the parties.
C. On September 18, 2018, City and Contractor executed an amendment to the
Agreement, effective May 18, 2018 ("Restated Amendment No. 1"), which increased the not-to-
exceed compensation amount for FY 2017-2018 by $129,000 to $250,910, for a new maximum
Contract Sum of$616,640. The additional compensation for FY 2017-18 was due to an unusual
amount of accidents that resulted in increased equipment repair and replacement costs.
D. City and Contractor now mutually agree to extend the Agreement by one year through
June 30, 2019, and to adjust the not-to-exceed annual contract amount from $121,910 to $125,049
for FY 2018-19 in accordance with the Producer Price Index.The Contract Sum shall be increased to
a maximum of$619,779.
TERMS
1.Contract Changes. The Agreement is amended as provided herein. Deleted text is
indicated in strike gh and added text in bold italics.
a) Section 2.1, Contract Sum,is hereby amended to read:
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 Six Hundred Sixteen Thousand Six Hundred Forty Dollar)
616,640)Six Hundred Nineteen Thousand Seven Hundred Seventy Nine
Dollars($619,779)(the"Contract Sum"),unless additional compensation is
approved pursuant to Section 1.10."
01007.0006/500361.2 1
D-1
b) Section 3.4, Term, is amended to read:
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 :-- June 30,2019,with three(3)two(2)
optional one-year extensions by mutual consent,except as otherwise provided in the
Schedule of Performance (Exhibit"D")."
c) Exhibit "C-2", Bid Schedule FY 2018-19, attached hereto and incorporated
herein by reference, is added to the Agreement.
2.Continuing Effect of Agreement. Except as amended by this Amendment, all
provisions of the Agreement shall remain unchanged and in full force and effect.From and after the
date of this Amendment,whenever the term"Agreement"appears in the Agreement, it shall mean
the Agreement, as amended by this Amendment to the Agreement.
3.Affirmation of Agreement; Warranty Re Absence of Defaults. City and
Contractor each ratify and reaffirm each and every one of the respective rights and obligations
arising under the Agreement.Each party represents and warrants to the other that there have been no
written or oral modifications to the Agreement other than as provided herein. Each party represents
and warrants to the other that the Agreement is currently an effective,valid,and binding obligation.
Contractor represents and warrants to City that,as of the date of this Amendment,City is not
in default of any material term of the Agreement and that there have been no events that, with the
passing of time or the giving of notice, or both, would constitute a material default under the
Agreement.
City represents and warrants to Contractor that,as of the date of this Amendment,Contractor
is not in default of any material term of the Agreement and that there have been no events that,with
the passing of time or the giving of notice, or both, would constitute a material default under the
Agreement.
4.Adequate Consideration.The parties hereto irrevocably stipulate and agree that they
have each received adequate and independent consideration for the performance of the obligations
they have undertaken pursuant to this Amendment.
5.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 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.
SIGNATURES ON FOLLOWING PAGE]
01007.0006/500361.2 2-
D-2
IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the date and
year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
City Manager
ATTES N
Tali&
City MOW
APPROVED AS TO FORM:
ALESHIRE &WYNDER, LLP
City Attorney
CONTRACTOR:
ECONOLITE SYSTEMS
By:
Name: RI(Nei (WOK
Title: V./-
By:fBy:
ttJnt-
1
me: 040 to.TPA
Title: CFo
Address: 1250 N. Tustin Avenue
Anaheim, CA 92807
Two corporate officer signatures required when Contractor is a corporation,with one signature required from
each of the following groups: I)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.
01007.0006/500361.2 3-
D-3
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
hOnq ' ' ,2018 before me, 19)I ot, I i assn personally appeared ,Soe c/'/)j S,proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscri ed 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. WIO414.€,.1:1..414.€,.1:1.
NoaryMELISSA
Public-CalifoLSNrnia Z
k‘,54:..1,,Signature: Orange County
I
t
Commission#2181164
My Comm.Expires Jan 23, 2021
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 DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
TITLE(S)
PARTNER(S) LIMITED
GENERAL NUMBER OF PAGES
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING:
NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
01007.0006/500361.2
D-4
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 I JO ,2018 before me, Melt 554, IP I.ISM ,personally appeared I)M1 UI. T(Oc ,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.
MELISSA WILSON
WITNESS my hand and official seal. NotaryPublc-California
Orange County
Commission#218164
Signature: .11o 1,444My Comm.Expires lan 23,2021
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 DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
TITLE(S)
PARTNER(S) LIMITED
GENERAL NUMBER OF PAGES
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING:
NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
01007.0006/500361.2
D-5
EXHIBIT "C-2"
BID SCHEDULE FY 2018-19
01007.0006/500361.2
D-6
Econolite Systems Public Works Contract Amendment No. 2
Exhibit"C-2" Bid Schedule FY 2018-19
BCOPJOLI TE
SYSTEMS
CITY OF RANCHO PALOS VERDES
BID SHEET
Schedule of Compensation
Routine Monthly Maintenance FY 2 018/2 019
Total
Item Unit Price Total Monthly Annual
No. Description Quantity per Month Cost Cost
1 Routine Monthly Maintenance-Signal 15 100.52 $1,507.85 $18,094.19
2 Routine Monthly Maintenance-Flashing Beacon 5 46.16 230.79 $2,769.52
3 Routine Monthly Maintenance-Safety Lighting 2 46.16 92.32 $1,107.81
4 LED Pedestrian Crossing(Rapid Flash)1 46.16 46.16 553.90
Subtotal Schedule of Compensation Part One Routine Monthly Maintenance 1,877.12 $22,525.42
Item
No. Description Unit Price Quantity Extension
1 Field Technician**173.35 200 34,670.27
2 Field Technician OT Rate** 222.59 20 4,451.74
3 Field Technician Sunday&Holiday Rate** 272.85 20 5,456.98
4 Bucket Truck** 34.88 200 6,975.08
5 Replace Circular Loop Detector 731.36 50 36,567.90
6 Paint Controller Cabinet 642.12 15 9,631.77
7 Paint Signal Display 95.39 50 4,769.73
Subtotal Schedule of Compensation Part Two-Extraordinary Maintenance 102,523.46
Additional Items:
Item
No. Description Unit Price Quantity Extension
1 Large Bucket Truck** 33.66 1 33.66
2 Utility Truck** 33.66 1 33.66
3 Dump Trailer** 38.16 1 38.16
4 Crane*, ** 101.00 1 101.00
5 Paint Truck/Rig** 23.56 1 23.56
6 Arrow Board** 11.22 1 11.22
7 Compressor** 16.84 1 16.84
8 Concrete saw** 39.28 1 39.28
9 Regular van/truck**12.34 1 12.34
10 Equipment Trailer**19.08 1 19.08
11 332L Cabinet(8-10wks delivery) *** 8,277.38 1 8,277.38
12 332L Cabinet(1-2 day delivery)*** 10,757.48 1 10,757.48
125C N Tustin Avenue 1 Anaheim California 92807 Ph. (714)236 9277 Fax (714)63:5 197 .
econolre cool 1eerihacK econolite:corn
D-7
ECOI4JOLI TE
s , E.
13 Type II electrical service*** 1,351.66 1 1,351.66
14 Type III electrical service*** 1,965.49 1 1,965.49
15 #6 Pull box**** 1,954.91 1 1,954.91
16 Countdown Ped Head kit**** 225.70 1 225.70
17 Pedestrian push button with ADA push button**** $150.41 1 150.41
18 LED Safety Light**** 529.69 1 529.69
19 LED Red Ball****120.34 1 120.34
20 LED Green Ball**** 121.02 1 121.02
21 LED Yellow Ball**** 113.21 1 113.21
22 LED Red Arrow**** 111.47 1 111.47
23 LED Green Arrow**** 111.47 1 111.47
24 LED Yellow Arrow**** 118.42 1 118.42
26 Paint/Prime Electrical Service Cabinet**** 315.94 1 315.94
27 Paint/Prime Vehicular Signal Head**** 95. 63 1 95.63
28 Paint/Prime Pedestrian Signal Head**** 94.98 1 94.98
29 USA Callout** 168.31 1 168.31
30 TSE Apprentice(Straight Time Rate)** 118.62 1 118.62
31 TSE Apprentice(Overtime Rate)** 177.94 1 177.94
32 TSE Apprentice (Double Time Rate)** 237.23 1 237.23
33 Cabinet Testing 1,346.49 1 1,346.49
4-hour Minimum
Hourly rate- Portal to Portal
Cost of unit only,does not include labor to install,modification or installation of foundation or any
rework
When scheduled during normal working hours
NOTE:When needed material is not shown/reflected in this agreement,ESI will obtain city's approval
in advance of any work.
PPI Commodity Data
Original Data value
Series WPUFCW3
Id
NOt seasonally ACM/Seed
Series PPI Conimoditv data tot Final demand construction
Title' not ceacortaltaCilttc1nd
Group: Final demand
Item. Final Jerrtartd ccristructiurt
Ba.e ' 00911
Date:
Yeare 2()94 In 7018
Year Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
2009 100 0 99 9
2010 100 2 100 2 100 0 100 3 100 3 100 2 100 3 100 2 100 2 100 6 100 5 100 5
2011 101 0 101 0 101 0 101 8 101 8 101 8 102 9 103.0 102 9 104 3 104 4 104 3
F2012 105 0 105 0 105 2 105 6 105.6 105 6 105 6 105.7 105 6 105 8 105 8 105 8
2013 _106,4 106 4 106 4 106 8 106 9 106 9 107 4 107 5 107 7 109.0 109 1 109 2
2014 1098 1099 1100 1103 1103 1104 1108 1109 1109 1114 1114 1116
2016 1120 1121 1121 1121 1122 1122 1128 1129 1129 1139 1138 1139
2016 11:14 1134 1133 1144 1144 1144 11:i11 1131 1131 1146 1146 114,
2017 1140 1149 1150 1155 115 7 1158 117.3 1174 1173 1180 1179 1180
2018 111111 1111 9 119 1 1704
Imo..^
Currant PPI 120.40f?
Repinnrnp nt Agreement(nr alln.vr'ct Increase prnrinri) 137.300
Delta 3 101
ij.._._._.. ..
r r l .or.r.. 1.S/'i6 i l._...._..__. .___ __.
o.. ._r....
125C N Tustin Avenue Anaheim.California 92807 Ph (714)238 9277 Fax: (714)630 1973
econnlre corn - feedback econolite corn
D-8
PERFORMANCE BOND Bond No.:09267948
Premium:$1,250.00
CONTRACTOR: SURETY:
Name, legal status and address) Name, legal status and principal place of business)
Econolite Systems,Inc.Fidelity and Deposit Company of Maryland
1250 N.Tustin Ave 1299 Zurich Way
Anaheim,CA 92807 Schaumburg,IL 60196
OWNER:
Name, legal status and address)
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes,CA 90275
CONSTRUCTION CONTRACT
Date: October 3,2017
Amount: One Hundred Twenty Five Thousand Forty Nine and 00/100ths Dollars($125,049.00)
Description:
Name and location)
Public Works Agreement for Traffic Signal Maintenance Services
BOND
Date: September 14,2018
Not earlier than Construction Contract Date)
Amount: One Hundred Twenty Five Thousand Forty Nine and 00/100ths Dollars($125,049.00)
Modifications to this Bond: X None See Section 16
CONTRACTOR AS PRINCIPAL SURETY
Company: Corporate Seal) Company: Corporate Seal)
Econolite Systems,Inc.Fidelity and De s s it Com s. Lof M Ian
Signature: /—a--ST Signature:
Name and Title: Tsnw q c c ,p A)Name and Title::Emilie Geor_e, ttorn y-In-Fact
Any additional signatures appear on the lastpage of this Performance Bond.)
FOR INFORMATION ONLY—Name, address and telephone)
AGENT or BROKER:OWNER'S REPRESENTATIVE:
Marsh Risk&Insurance Services Architect, Engineer or other party.)
345 California Street,Suite 1300
San Francisco,CA 94104
415)743-8588
1 The Contractor and Surety,jointly and severally, bind themselves, their heirs, executors, administrators, successors and
assigns to the Owner for the performance of the Construction Contract,which is incorporated herein by reference.
2 If the Contractor performs the Construction Contract, the Surety and the Contractor shall have no obligation under this
Bond,except when applicable to participate in a conference as provided in Section 3.
3 If there is no Owner Default under the Construction Contract,the Surety's obligation under this Bond shall arise after
1 the Owner first provides notice to the Contractor and the Surety that the Owner is considering declaring a
Contractor Default. Such notice shall indicate whether the Owner is requesting a conference among the Owner,
Contractor and Surety to discuss the Contractor's performance. If the Owner does not request a conference, the
Surety may, within five (5) business days after receipt of the Owner's notice, request such a conference. If the
Surety timely requests a conference, the Owner shall attend. Unless the Owner agrees otherwise, any conference
requested under this Section 3.1 shall be held within ten (10) business days of the Surety's receipt of the
The Company executing this bond vouches that this document conforms to American Institute of Architects Document
A312,2010 edition 1
D-9
Owner's notice. If the Owner,the Contractor and the Surety agree,the Contractor shall be allowed a reasonable
time to perform the Construction Contract, but such an agreement shall not waive the Owner's right, if any,
subsequently to declare a Contractor Default;
2 the Owner declares a Contractor Default,terminates the Construction Contract and notifies the Surety;and
3 the Owner has agreed to pay the Balance of the Contract Price in accordance with the terms of the Construction
Contract to the Surety or to a contractor selected to perform the Construction Contract.
4 Failure on the part of the Owner to comply with the notice requirement in Section 3.1 shall not constitute a failure to
comply with a condition precedent to the Surety's obligations, or release the Surety from its obligations, except to the extent
the Surety demonstrates actual prejudice.
5 When the Owner has satisfied the conditions of Section 3,the Surety shall promptly and at the Surety's expense take one of
the following actions:
5.1 Arrange for the Contractor,with the consent of the Owner,to perform and complete the Construction Contract;
5.2 Undertake to perform and complete the Construction Contract itself,through its agents or independent contractors;
5.3 Obtain bids or negotiated proposals from qualified contractors acceptable to the Owner for a contract for performance and
completion of the Construction Contract, arrange for a contract to be prepared for execution by the Owner and a contractor
selected with the Owner's concurrence, to be secured with performance and payment bonds executed by a qualified surety
equivalent to the bonds issued on the Construction Contract, and pay to the Owner the amount of damages as described in
Section 7 in excess of the Balance of the Contract Price incurred by the Owner as a result of the Contractor Default;or
5.4 Waive its right to perform and complete, arrange for completion, or obtain a new contractor and with reasonable
promptness under the circumstances:
1 After investigation, determine the amount for which it may be liable to the Owner and, as soon as practicable
after the amount is determined,make payment to the Owner;or
2 Deny liability in whole or in part and notify the Owner,citing the reasons for denial.
6 If the Surety does not proceed as provided in Section 5 with reasonable promptness, the Surety shall be deemed to be in
default on this Bond seven days after receipt of an additional written notice from the Owner to the Surety demanding that the
Surety perform its obligations under this Bond, and the Owner shall be entitled to enforce any remedy available to the Owner.
If the Surety proceeds as provided in Section 5.4, and the Owner refuses the payment or the Surety has denied liability, in
whole or in part,without further notice the Owner shall be entitled to enforce any remedy available to the Owner.
7 If the Surety elects to act under Section 5.1, 5.2 or 5. 3, then the responsibilities of the Surety to the Owner shall not be
greater than those of the Contractor under the Construction Contract, and the responsibilities of the Owner to the Surety shall
not be greater than those of the Owner under the Construction Contract. Subject to the commitment by the Owner to pay the
Balance of the Contract Price,the Surety is obligated,without duplication, for
1 the responsibilities of the Contractor for correction of defective work and completion of the Construction
Contract;
2 additional legal, design professional and delay costs resulting from the Contractor's Default, and resulting from
the actions or failure to act of the Surety under Section 5;and
3 liquidated damages, or if no liquidated damages are specified in the Construction Contract, actual damages
caused by delayed performance or non-performance of the Contractor.
8 If the Surety elects to act under Section 5.1,5. 3 or 5.4,the Surety's liability is limited to the amount of this Bond.
9 The Surety shall not be liable to the Owner or others for obligations of the Contractor that are unrelated to the Construction
Contract,and the Balance of the Contract Price shall not be reduced or set off on account of any such unrelated obligations. No
right of action shall accrue on this Bond to any person or entity other than the Owner or its heirs, executors, administrators,
successors and assigns.
10 The Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to related
subcontracts,purchase orders and other obligations.
11 Any proceeding, legal or equitable, under this Bond may be instituted in any court of competent jurisdiction in the
location in which the work or part of the work is located and shall be instituted within two years after a declaration of
Contractor Default or within two years after the Contractor ceased working or within two years after the Surety refuses or fails
The Company executing this bond vouches that this document conforms to American Institute of Architects Document
A312,2010 edition 2
D-10
to perform its obligations under this Bond,whichever occurs first. If the provisions of this Paragraph are void or prohibited by
law,the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable.
12 Notice to the Surety,the Owner or the Contractor shall be mailed or delivered to the address shown on the page on which
their signature appears.
13 When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the
construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement shall be
deemed deleted herefrom and provisions conforming to such statutory or other legal requirement shall be deemed incorporated
herein. When so furnished,the intent is that this Bond shall be construed as a statutory bond and not as a common law bond.
14 Definitions
14.1 Balance of the Contract Price. The total amount payable by the Owner to the Contractor under the Construction Contract
after all proper adjustments have been made, including allowance to the Contractor of any amounts received or to be received
by the Owner in settlement of insurance or other claims for damages to which the Contractor is entitled, reduced by all valid
and proper payments made to or on behalf of the Contractor under the Construction Contract.
14.2 Construction Contract. The agreement between the Owner and Contractor identified on the cover page, including all
Contract Documents and changes made to the agreement and the Contract Documents.
14.3 Contractor Default.Failure of the Contractor, which has not been remedied or waived, to perform or otherwise to comply
with a material term of the Construction Contract.
14.4 Owner Default.Failure of the Owner,which has not been remedied or waived,to pay the Contractor as required under the
Construction Contract or to perform and complete or comply with the other material terms of the Construction Contract.
14.5 Contract Documents.All the documents that comprise the agreement between the Owner and Contractor.
15 If this Bond is issued for an agreement between a Contractor and subcontractor,the term Contractor in this Bond shall be
deemed to be Subcontractor and the term Owner shall be deemed to be Contractor.
16 Modifications to this bond are as follows:
Space is provided below for additional signatures of added parties, other than those appearing on the cover page.)
CONTRACTOR AS PRINCIPAL SURETY
Company: Corporate Seal) Company: Corporate Seal)
Signature: Signature:
Name and Title: Name and Title:
Address: Address:
The Company executing this bond vouches that this document conforms to American Institute of Architects Document
A312,2010 edition 3
D-11
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 SAN FRANCISCO )
On SEP 14 2018 before me, D. B. Diaz,Notary Public
Date Here insert name and title of the officer)
personally appeared Emilie George
NAME(S)OF SIGNER(S)
who proved to me on the basis of satisfactory evidence to be the person(s) whose
names(s) is/ttm subscribed to the within instrument and acknowledged to me that
Im/she/tImy executed the same in Itis/her/t4mir authorized capacity( ), and that by
his/her/M*4r 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.
D. B. DIAZ
ti
Commission#2080751
Notary Public -California D11114r. San Francisco County
Signature of Notary My Comm. Expires Oct 3, 2018 ,
D-12
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189
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 1
County of `r n lei J}
On ilfiv before me, fr1CIIISSCG A i S44 jl'lt`1 PI•thW
Date (
1
Here Insert Name and Title the Officer
personally appeared ~
f n r 1uY,ej
Name(s)of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s)whose name(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.
MELISSA WILSON I certify under PENALTY OF PERJURY under the
Notary Public-California laws of the State of California that the foregoing
is true and correct.Orange County paragraphZ .,5 / Commission#2181164
My Comm.Expires Jan 23,2021 WITNESS my hand and official seal.
Nett ,10-1SignatureG
Place Notary Seal and/or Stamp Above Signature of Notary Public
OPTIONAL
Completing this information can deter alteration of the document or
fraudulent reattachment of this form to an unintended document.
Description of Attached Document
Title or Type of Document:
Document Date: Number of Pages:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name: Signer's Name:
Corporate Officer—Title(s): 0 Corporate Officer— Title(s):
Partner— 0 Limited 0 General 0 Partner— 0 Limited 0 General
Individual 0 Attorney in Fact 0 Individual 0 Attorney in Fact
Trustee 0 Guardian of Conservator 0 Trustee 0 Guardian of Conservator
Other: 0 Other:
Signer is Representing: Signer is Representing:
2017 National Notary Association
D-13
ZURICH AMERICAN INSURANCE COMPANY
COLONIAL AMERICAN CASUALTY AND SURETY COMPANY
FIDELITY AND DEPOSIT COMPANY OF MARYLAND
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the ZURICH AMERICAN INSURANCE COMPANY,a corporation of the State of New
York,the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY,a corporation of the State of Maryland,and the FIDELITY
AND DEPOSIT COMPANY OF MARYLAND a corporation of the State of Maryland (herein collectively called the "Companies"), by
DAVID MCVICKER,Vice President,in pursuance of authority granted by Article V,Section 8,of the By-Laws of said Companies,which
are set forth on the reverse side hereof and are hereby certified to be in full force and effect on the date hereof, do hereby nominate,
constitute, and appoint P.Austin NEFF,Emilie GEORGE and Jessica L.NOWLIN, all of San Francisco,California, EACH its true
and lawful agent and Attorney-in-Fact, to make,execute,seal and deliver,for,and on its behalf as surety,and as its act and deed:any and all
bonds and undertakings, and the execution of such bonds or undertakings in pursuance of these presents, shall be as binding upon said
Companies, as fully and amply, to all intents and purposes, as if they had been duly executed and acknowledged by the regularly elected
officers of the ZURICH AMERICAN INSURANCE COMPANY at its office in New York,New York.,the regularly elected officers of the
COLONIAL AMERICAN CASUALTY AND SURETY COMPANY at its office in Owings Mills, Maryland., and the regularly elected
officers of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at its office in Owings Mills, Maryland., in their own proper
persons.
The said Vice President does hereby certify that the extract set forth on the reverse side hereof is a true copy of Article V, Section 8,of
the By-Laws of said Companies,and is now in force.
IN WITNESS WHEREOF, the said Vice-President has hereunto subscribed his/her names and affixed the Corporate Seals of the said
ZURICH AMERICAN INSURANCE COMPANY, COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, and
FIDELITY AND DEPOSIT COMPANY OF MARYLAND,this 20th day of September,A.D. 2017.
ATTEST:
ZURICH AMERICAN INSURANCE COMPANY
COLONIAL AMERICAN CASUALTY AND SURETY COMPANY
FIDELITY AND DEPOSIT COMPANY OF MARYLAND
m% wQ otp0t naso w,
SEAL
gym.
11/4.r.. tew •: 199e r =
ge
4/, 44(
Assistant Secretary Vice President
Dawn E.Brown David McVicker
State of Maryland
County of Baltimore
On this 20th day of September,A.D.2017,before the subscriber,a Notary Public of the State of Maryland,duly commissioned and qualified,DAVID
MCVICKER,Vice President,and DAWN E.BROWN,Assistant Secretary,of the Companies,to me personally known to be the individuals and officers
described in and who executed the preceding instrument, and acknowledged the execution of same, and being by me duly sworn, deposeth and saith,that
he/she is the said officer of the Company aforesaid,and that the seals affixed to the preceding instrument are the Corporate Seals of said Companies,and that
the said Corporate Seals and the signature as such officer were duly affixed and subscribed to the said instrument by the authority and direction of the said
Corporations.
IN TESTIMONY WHEREOF,I have hereunto set my hand and affixed my Official Seal the day and year first above written.
n r...
1;41%
Constance A.Dunn,Notary Public
My Commission Expires:July 9,2019
POA-F 016-0580B
D-14
EXTRACT FROM BY-LAWS OF THE COMPANIES
Article V, Section 8,Attorneys-in-Fact. The Chief Executive Officer,the President, or any Executive Vice President or Vice President
may, by written instrument under the attested corporate seal, appoint attorneys-in-fact with authority to execute bonds, policies,
recognizances, stipulations, undertakings, or other like instruments on behalf of the Company, and may authorize any officer or any such
attorney-in-fact to affix the corporate seal thereto;and may with or without cause modify of revoke any such appointment or authority at any
time."
CERTIFICATE
I, the undersigned, Vice President of the ZURICH AMERICAN INSURANCE COMPANY, the COLONIAL AMERICAN
CASUALTY AND SURETY COMPANY, and the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, do hereby certify that the
foregoing Power of Attorney is still in full force and effect on the date of this certificate;and I do further certify that Article V, Section 8,of
the By-Laws of the Companies is still in force.
This Power of Attorney and Certificate may be signed by facsimile under and by authority of the following resolution of the Board of
Directors of the ZURICH AMERICAN INSURANCE COMPANY at a meeting duly called and held on the 15th day of December 1998.
RESOLVED: "That the signature of the President or a Vice President and the attesting signature of a Secretary or an Assistant Secretary
and the Seal of the Company may be affixed by facsimile on any Power of Attomey...Any such Power or any certificate thereof bearing such
facsimile signature and seal shall be valid and binding on the Company."
This Power of Attorney and Certificate may be signed by facsimile under and by authority of the following resolution of the Board of
Directors of the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY at a meeting duly called and held on the 5th day of
May, 1994, and the following resolution of the Board of Directors of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at a
meeting duly called and held on the 10th day of May, 1990.
RESOLVED: "That the facsimile or mechanically reproduced seal of the company and facsimile or mechanically reproduced signature
of any Vice-President, Secretary, or Assistant Secretary of the Company, whether made heretofore or hereafter, wherever appearing upon a
certified copy of any power of attorney issued by the Company,shall be valid and binding upon the Company with the same force and effect
as though manually affixed.
IN TESTIMONYE F I have hereunto subscribed my name and affixed the corporate seals of the said Companies,
this day of S 1 2018,20 .
o SEAL ,)
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Michael Bond,Vice President
TO REPORT A CLAIM WITH REGARD TO A SURETY BOND,PLEASE SUBMIT ALL REQUIRED
INFORMATION TO:
Zurich American Insurance Co.
Attn: Surety Claims
1299 Zurich Way
Schaumburg, IL 60196-1056
D-15
PAYMENT BOND Bond No.:09267948
Premium Included in Performance Bond Cost
CONTRACTOR: SURETY:
Name, legal status and address) Name, legal status and principal place of business)
Econolite Systems,Inc. Fidelity and Deposit Company of Maryland
1250 N.Tustin Ave 1299 Zurich Way
Anaheim,CA 92807 Schaumburg,IL 60196
OWNER:
Name, legal status and address)
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes,CA 90275
CONSTRUCTION CONTRACT
Date: October 3,2017
Amount: One Hundred Twenty Five Thousand Forty Nine and 00/100ths Dollars($125,049.00)
Description:
Name and location)
Public Works Agreement for Traffic Signal Maintenance Services
BOND
Date: September 14,2018
Not earlier than Construction Contract Date)
Amount: One Hundred Twenty Five Thousand Forty Nine and 00/100ths Dollars($125,049.00)
Modifications to this Bond: X None See Section 18
CONTRACTOR AS PRINCIPAL SURETY
Company: Corporate Seal) Company: Corporate Seal)
Econolite Systems,Inc. Fidelity and D••osit Comp of aryla d
Signature: _ s. Signature:
Name and Title: Jar.+., A-(, —( r4 v? Name and Tit e. Emilie Geo • •ttor / -In-Fact
Any additional signatures appear on the last page of this Payment Bond)
FOR INFORMATION ONLY—Name, address and telephone)
AGENT or BROKER: OWNER'S REPRESENTATIVE:
Marsh Risk&Insurance Services Architect, Engineer or other party:)
345 California Street,Suite 1300
San Francisco,CA 94104
415)743-8588
1 The Contractor and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and
assigns to the Owner to pay for labor, materials and equipment furnished for use in the performance of the Construction
Contract,which is incorporated herein by reference,subject to the following terms.
2 If the Contractor promptly makes payment of all sums due to Claimants, and defends, indemnifies and holds harmless the
Owner from claims, demands, liens or suits by any person or entity seeking payment for labor, materials or equipment
The Company executing this bond vouches that this document conforms to American Institute of Architects Document A312,2010
edition
D-16
furnished for use in the performance of the Construction Contract,then the Surety and the Contractor shall have no obligation
under this Bond.
3 If there is no Owner Default under the Construction Contract, the Surety's obligation to the Owner under this Bond shall
arise after the Owner has promptly notified the Contractor and the Surety (at the address described in Section 13) of claims,
demands, liens or suits against the Owner or the Owner's property by any person or entity seeking payment for labor, materials
or equipment furnished for use in the performance of the Construction Contract and tendered defense of such claims,demands,
liens or suits to the Contractor and the Surety.
4 When the Owner has satisfied the conditions in Section 3, the Surety shall promptly and at the Surety's expense defend,
indemnify and hold harmless the Qwner against a duly tendered claim, demand, lien or suit.
5 The Surety's obligations to a Claimant under this Bond shall arise after the following:
5.1 Claimants,who do not have a direct contract with the Contractor,
1 have furnished a written notice of non-payment to the Contractor, stating with substantial accuracy the amount
claimed and the name of the party to whom the materials were, or equipment was, furnished or supplied or for
whom the labor was done or performed, within ninety (90) days after having last performed labor or last
furnished materials or equipment included in the Claim; and
2 have sent a Claim to the Surety(at the address described in Section 13).
5.2 Claimants, who are employed by or have a direct contract with the Contractor, have sent a Claim to the Surety (at the
address described in Section 13).
6 If a notice of non-payment required by Section 5.1.1 is given by the Owner to the Contractor, that is sufficient to satisfy a
Claimant's obligation to furnish a written notice of non-payment under Section 5.1.1.
7 When a Claimant has satisfied the conditions of Sections 5.1 or 5.2, whichever is applicable,the Surety shall promptly and
at the Surety's expense take the following actions:
7.1 Send an answer to the Claimant, with a copy to the Owner, within sixty (60) days after receipt of the Claim, stating the
amounts that are undisputed and the basis for challenging any amounts that are disputed;and
7.2 Pay or arrange for payment of any undisputed amounts.
7.3 The Surety's failure to discharge its obligations under Section 7.1 or Section 7.2 shall not be deemed to constitute a
waiver of defenses the Surety or Contractor may have or acquire as to a Claim, except as to undisputed amounts for which the
Surety and Claimant have reached agreement. If, however, the Surety fails to discharge its obligations under Section 7.1 or
Section 7.2,the Surety shall indemnify the Claimant for the reasonable attorney's fees the Claimant incurs thereafter to recover
any sums found to be due and owing to the Claimant.
8 The Surety's total obligation shall not exceed the amount of this Bond, plus the amount of reasonable attorney's fees
provided under Section 7.3,and the amount of this Bond shall be credited for any payments made in good faith by the Surety.
9 Amounts owed by the Owner to the Contractor under the Construction Contract shall be used for the performance of the
Construction Contract and to satisfy claims, if any, under any construction performance bond. By the Contractor furnishing
and the Owner accepting this Bond, they agree that all funds earned by the Contractor in the performance of the Construction
Contract are dedicated to satisfy obligations of the Contractor and Surety under this Bond, subject to the Owner's priority to
use the funds for the completion of the work.
10 The Surety shall not be liable to the Owner, Claimants or others for obligations of the Contractor that are unrelated to the
Construction Contract. The Owner shall not be liable for the payment of any costs or expenses of any Claimant under this
Bond, and shall have under this Bond no obligation to make payments to, or give notice on behalf of, Claimants or otherwise
have any obligations to Claimants under this Bond.
11 The Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to related
subcontracts,purchase orders and other obligations.
The Company executing this bond vouches that this document conforms to American Institute of Architects Document A312, 2010
edition 2
D-17
12 No suit or action shall be commenced by a Claimant under this Bond other than in a court of competent jurisdiction in the
state in which the project that is the subject of the Construction Contract is located or after the expiration of one year from the
date (1) on which the Claimant sent a Claim to the Surety pursuant to Section 5.1.2 or 5.2, or(2) on which the last labor or
service was performed by anyone or the last materials or equipment were furnished by anyone under the Construction
Contract, whichever of(1) or(2) first occurs. If the provisions of this Paragraph are void or prohibited by law, the minimum
period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable.
13 Notice and Claims to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the
page on which their signature appears. Actual receipt of notice or Claims, however accomplished, shall be sufficient
compliance as of the date received.
14 When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the
construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement shall be
deemed deleted herefrom and provisions conforming to such statutory or other legal requirement shall be deemed incorporated
herein. When so furnished,the intent is that this Bond shall be construed as a statutory bond and not as a common law bond.
15 Upon request by any person or entity appearing to be a potential beneficiary of this Bond,the Contractor and Owner shall
promptly furnish a copy of this Bond or shall permit a copy to be made.
16 Definitions
16.1 Claim.A written statement by the Claimant including at a minimum:
1 the name of the Claimant;
2 the name of the person for whom the labor was done,or materials or equipment furnished;
3 a copy of the agreement or purchase order pursuant to which labor, materials or equipment was furnished for
use in the performance of the Construction Contract;
4 a brief description of the labor, materials or equipment furnished;
5 the date on which the Claimant last performed labor or last furnished materials or equipment for use in the
performance of the Construction Contract;
6 the total amount earned by the Claimant for labor,materials or equipment furnished as of the date of the Claim;
7 the total amount of previous payments received by the Claimant;and
8 the total amount due and unpaid to the Claimant for labor,materials or equipment furnished as of the date of the
Claim.
16.2 Claimant. An individual or entity having a direct contract with the Contractor or with a subcontractor of the Contractor to
furnish labor,materials or equipment for use in the performance of the Construction Contract.The term Claimant also includes
any individual or entity that has rightfully asserted a claim under an applicable mechanic's lien or similar statute against the
real property upon which the Project is located. The intent of this Bond shall be to include without limitation in the terms
labor, materials or equipment" that part of water, gas, power, light, heat, oil, gasoline, telephone service or rental equipment
used in the Construction Contract, architectural and engineering services required for performance of the work of the
Contractor and the Contractor's subcontractors, and all other items for which a mechanic's lien may be asserted in the
jurisdiction where the labor,materials or equipment were furnished.
16.3 Construction Contract. The agreement between the Owner and Contractor identified on the cover page, including all
Contract Documents and all changes made to the agreement and the Contract Documents.
16.4 Owner Default. Failure of the Owner, which has not been remedied or waived,to pay the Contractor as required under the
Construction Contract or to perform and complete or comply with the other material terms of the Construction Contract.
16.5 Contract Documents.All the documents that comprise the agreement between the Owner and Contractor.
17 If this Bond is issued for an agreement between a Contractor and subcontractor,the term Contractor in this Bond shall be
deemed to be Subcontractor and the term Owner shall be deemed to be Contractor.
The Company executing this bond vouches that this document conforms to American Institute of Architects Document A312,2010
edition 3
D-18
18 Modifications to this bond are as follows:
Space is provided below for additional signatures of added parties, other than those appearing on the cover page.)
CONTRACTOR AS PRINCIPAL SURETY
Company: Corporate Seal) Company: Corporate Seal)
Signature: Signature:
Name and Title: Name and Title:
Address: Address:
The Company executing this bond vouches that this document conforms to American Institute of Architects Document A312,2010
edition 4
D-19
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 SAN FRANCISCO )
On SEP 14 2018 before me, D. B. Diaz,Notary Public
Date Here insert name and title of the officer)
personally appeared Emilie George
NAME(S)OF SIGNER(S)
who proved to me on the basis of satisfactory evidence to be the persons) whose
names(s) is/am subscribed to the within instrument and acknowledged to me that
ke/she/tkw executed the same in k /her/fir authorized capacity(), and that by
kis/her/titeir 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.
D. B. DIAZ ~
V
1 Commission # 2080751 k
a -:',aa --f4 Notary Public -California z
q z San Francisco County
Signature ofNotary My Comm. Expires Oct 3, 2018
D-20
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189
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 Or my,J}
On q -1 3-11 before me, eirsa. LA IIS I , I tt'c&i1 14f 16_
Date Here Insert Name and TitlY of the Officer
personally appeared 1 r i u n ThU r ky
Name(s)of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s)whose name(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
MELISSA WILSON laws of the State of California that the foregoing4 ,1 Notary Public—California
Orange County paragraph is true and correct.
VACommission#2181164
rt^ MyComm.Expires Jan 23,2021 WITNESS my hand and official seal.
Signature -1,1/410
Place Notary Seal and/or Stamp Above Signature of Notary Public
OPTIONAL
Completing this information can deter alteration of the document or
fraudulent reattachment of this form to an unintended document.
Description of Attached Document
Title or Type of Document:
Document Date: Number of Pages:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name: Signer's Name:
Corporate Officer—Title(s): 0 Corporate Officer—Title(s):
Partner— 0 Limited 0 General 0 Partner— 0 Limited 0 General
Individual 0 Attorney in Fact 0 Individual 0 Attorney in Fact
Trustee 0 Guardian of Conservator Trustee 0 Guardian of Conservator
o Other: 0 Other:
Signer is Representing: Signer is Representing:
2017 National Notary Association
D-21
ZURICH AMERICAN INSURANCE COMPANY
COLONIAL AMERICAN CASUALTY AND SURETY COMPANY
FIDELITY AND DEPOSIT COMPANY OF MARYLAND
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the ZURICH AMERICAN INSURANCE COMPANY,a corporation of the State of New
York,the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY,a corporation of the State of Maryland,and the FIDELITY
AND DEPOSIT COMPANY OF MARYLAND a corporation of the State of Maryland (herein collectively called the "Companies"), by
DAVID MCVICKER,Vice President,in pursuance of authority granted by Article V,Section 8,of the By-Laws of said Companies,which
are set forth on the reverse side hereof and are hereby certified to be in full force and effect on the date hereof, do hereby nominate,
constitute,and appoint P.Austin NEFF,Emilie GEORGE and Jessica L.NOWLIN,all of San Francisco,California, EACH its true
and lawful agent and Attorney-in-Fact,to make, execute,seal and deliver,for,and on its behalf as surety,and as its act and deed:any and all
bonds and undertakings, and the execution of such bonds or undertakings in pursuance of these presents, shall be as binding upon said
Companies, as fully and amply, to all intents and purposes, as if they had been duly executed and acknowledged by the regularly elected
officers of the ZURICH AMERICAN INSURANCE COMPANY at its office in New York,New York.,the regularly elected officers of the
COLONIAL AMERICAN CASUALTY AND SURETY COMPANY at its office in Owings Mills, Maryland., and the regularly elected
officers of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at its office in Owings Mills, Maryland., in their own proper
persons.
The said Vice President does hereby certify that the extract set forth on the reverse side hereof is a true copy of Article V, Section 8,of
the By-Laws of said Companies,and is now in force.
IN WITNESS WHEREOF, the said Vice-President has hereunto subscribed his/her names and affixed the Corporate Seals of the said
ZURICH AMERICAN INSURANCE COMPANY, COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, and
FIDELITY AND DEPOSIT COMPANY OF MARYLAND,this 20th day of September,A.D.2017.
ATTEST:
ZURICH AMERICAN INSURANCE COMPANY
COLONIAL AMERICAN CASUALTY AND SURETY COMPANY
FIDELITY AND DEPOSIT COMPANY OF MARYLAND
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Assistant Secretary Vice President
Dawn E.Brown David McVicker
State of Maryland
County of Baltimore
On this 20th day of September,A.D.2017,before the subscriber,a Notary Public of the State of Maryland,duly commissioned and qualified,DAVID
MCVICKER,Vice President,and DAWN E.BROWN,Assistant Secretary,of the Companies,to me personally known to be the individuals and officers
described in and who executed the preceding instrument, and acknowledged the execution of same,and being by me duly sworn, deposeth and saith,that
he/she is the said officer of the Company aforesaid,and that the seals affixed to the preceding instrument are the Corporate Seals of said Companies,and that
the said Corporate Seals and the signature as such officer were duly affixed and subscribed to the said instrument by the authority and direction of the said
Corporations.
IN TESTIMONY WHEREOF,I have hereunto set my hand and affixed my Official Seal the day and year first above written.
1`4,!fI
Constance A.Dunn,Notary Public
My Commission Expires:July 9,2019
POA-F 016-0580B
D-22
EXTRACT FROM BY-LAWS OF THE COMPANIES
Article V, Section 8,Attorneys-in-Fact. The Chief Executive Officer,the President,or any Executive Vice President or Vice President
may, by written instrument under the attested corporate seal, appoint attorneys-in-fact with authority to execute bonds, policies,
recognizances, stipulations, undertakings, or other like instruments on behalf of the Company, and may authorize any officer or any such
attorney-in-fact to affix the corporate seal thereto;and may with or without cause modify of revoke any such appointment or authority at any
time."
CERTIFICATE
I, the undersigned, Vice President of the ZURICH AMERICAN INSURANCE COMPANY, the COLONIAL AMERICAN
CASUALTY AND SURETY COMPANY, and the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, do hereby certify that the
foregoing Power of Attorney is still in full force and effect on the date of this certificate;and I do further certify that Article V, Section 8,of
the By-Laws of the Companies is still in force.
This Power of Attorney and Certificate may be signed by facsimile under and by authority of the following resolution of the Board of
Directors of the ZURICH AMERICAN INSURANCE COMPANY at a meeting duly called and held on the 15th day of December 1998.
RESOLVED: "That the signature of the President or a Vice President and the attesting signature of a Secretary or an Assistant Secretary
and the Seal of the Company may be affixed by facsimile on any Power of Attorney...Any such Power or any certificate thereof bearing such
facsimile signature and seal shall be valid and binding on the Company."
This Power of Attorney and Certificate may be signed by facsimile under and by authority of the following resolution of the Board of
Directors of the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY at a meeting duly called and held on the 5th day of
May, 1994, and the following resolution of the Board of Directors of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at a
meeting duly called and held on the 10th day of May, 1990.
RESOLVED: "That the facsimile or mechanically reproduced seal of the company and facsimile or mechanically reproduced signature
of any Vice-President, Secretary, or Assistant Secretary of the Company,whether made heretofore or hereafter, wherever appearing upon a
certified copy of any power of attorney issued by the Company,shall be valid and binding upon the Company with the same force and effect
as though manually affixed.
IN TESTIMONttb IF jtF,Okj have hereunto subscribed my name and affixed the corporate seals of the said Companies,
this day of rr jj$ tff 20 .
Dios,o
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MOM e.1•••1099
33
Michael Bond,Vice President
TO REPORT A CLAIM WITH REGARD TO A SURETY BOND, PLEASE SUBMIT ALL REQUIRED
INFORMATION TO:
Zurich American Insurance Co.
Attn: Surety Claims
1299 Zurich Way
Schaumburg,IL 60196-1056
D-23