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HomeMy WebLinkAboutAGMT - Republic Intelligent Transportation Services (Traffic Signal Maint)April 14, 2015 Siemens Intelligent Traffic Systems 2200 W. Orangewood Avenue, Suite 210 Orange, CA 92868 Attention: James A. Wagner Subject: Traffic Signal Maintenance Services Agreement This letter is being sent to formally continue the Traffic Signal Maintenance Services Agreement per section 2.2 - Term. Per section 11.0 - Insurance, please provide the City of Seal Beach with a current Certificate of Insurance. If you have any questions, please contact me at your earliest convenience at (562) 431 -2527 ext. 1328 or email at cranqel _sealbeachca.gov. Sin rely, Cesa Rangel Assistant Engineer __ • • PROFESSIONAL SERVICES AGREEMENT FOR TRAFFIC SIGNAL MAINTENANCE SERVICES Between IS SEA[.. c \�OONPORgTFFq�y��i f*, NE% 1192�oiOQ 'NCOUNTY St City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 Republic Intelligent Transportation Services 1266 N. La Loma Circle Anaheim, CA 92806 (714) 630-2100 This Professional Service Agreement ("the Agreement") is made as of July 11, 2011 (the "Effective Date"), by and between Republic Intelligent Transportation Services ("Contractor"), a California Corporation and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). 1 of 9 • • RECITALS A. City desires certain traffic signal maintenance services. B. Contractor represents that it is qualified and able to provide City with such services. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Services 1.1. Contractor shall provide those services ("Services") set forth in the request for proposal dated May 10, 2011 ("RFP") and Contractor's proposal dated June 14, 2011 ("Proposal"), which are attached to this Agreement as Exhibits A and B, respectively. In the event of any material discrepancy between the terms of the RFP and the terms of the Proposal, the terms of the RFP shall control. In the event of any material discrepancy between the terms of this Agreement and the terms of either the RFP or the Proposal, the terms of this Agreement shall control. Contractor shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. 1.2. In performing this Agreement, Contractor shall comply with all applicable provisions of federal, state, and local law. 1.3. Contractor will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manager may authorize payment for such work up to a cumulative maximum of $10,000. Payment for additional work in excess of $10,000 requires prior City Council authorization. 2.0 Term 2.1 This term of this Agreement shall commence as of the Effective Date and shall continue for a term of 3 years unless previously terminated as provided by this Agreement. 2.2 The City may elect in its sole discretion to extend the term of this Agreement, upon the same terms and conditions, for up to 3 consecutive years, by providing notice to Contractor at least one month prior to the expiration of the term. 2 of 9 • • 3.0 Contractor's Compensation City will pay Contractor in accordance with the rates shown on the fee schedule set forth in Exhibit C for Services but in no event will the City pay more than $49,761.00. Any additional work authorized by the City pursuant to Section 1.3 will be compensated in accordance with the fee schedule set forth in Exhibit C. 4.0 Method of Payment 4.1. Contractor shall submit to City monthly invoices for all services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the services were rendered and shall describe in detail the services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the services performed for each day in the period. City will pay Contractor within 30 days of receiving Contractor's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Contractor. 4.2. Upon 24-hour notice from City, Contractor shall allow City or City's agents or representatives to inspect at Contractor's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Contractor in connection with this Agreement. City's rights under this Section 4.2 shall survive for two years following the termination of this Agreement. 5.0 Termination 5.1. This Agreement may be terminated by City, without cause, or by Contractor based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. 5.2. This Agreement may be terminated by City upon 10 days' notice to Contractor if Contractor fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 6.0 Party Representatives 6.1. The City Manager is the City's representative for purposes of this Agreement. 6.2. James A. Wagner is the Contractor's primary representative for purposes of this Agreement. 3 of 9 7.0 Notices 7.1 . All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: To City: City of Seal Beach 211-8th Street Seal Beach, California 90740 Attn: City Manager To Contractor: Republic Intelligent Transportation Services 1266 N. La Loma Circle Anaheim, CA 92806 Attn: James A. Wagner, Vice President 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Independent Contractor 8.1 . Contractor is an independent contractor and not an employee of the City. All services provided pursuant to this Agreement shall be performed by Contractor or under its supervision. Contractor will determine the means, methods, and details of performing the services. Any additional personnel performing services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 8.2. Contractor shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs, and expenses of any nature to the extent arising from Contractor's personnel practices. City shall have the right to offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor's failure to promptly pay to City any reimbursement or indemnification arising under this Section. 4 of 9 • • 9.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of the City. Contractor is fully responsible to City for the performance of any and all subcontractors. 10.0 Assignment Contractor shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City. Any purported assignment without such consent shall be void and without effect. 11.0 Insurance 11 .1. Contractor shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Contractor has secured all insurance required under this Section. Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements shall be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 11 .2. Contractor shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and, if required by the City, (3) Professional Liability. Contractor shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Professional Liability: $1 ,000,000 per claim/aggregate. 11.3. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by the City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt 5 of 9 • • requested, has been given to the City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, (3) coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage and that any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it; (4) for general liability insurance, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work; and (5) for automobile liability, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible. 11 .4. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers. 11 .5. Any deductibles or self-insured retentions shall be declared to and approved by the City. Contractor guarantees that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, employees, agents, and volunteers; or (2) the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 12.0 Indemnification, Hold Harmless, and Duty to Defend Contractor shall defend, indemnify, and hold the City, its officials, officers, employees, volunteers and agents serving as independent contractors in the role of city officials (collectively "Indemnitees") free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any acts or omissions of Contractor, its employees, or its agents in connection with the performance of this Agreement, including without limitation the payment of all consequential damages and attorneys' fees and other related costs and expenses, except for such loss or damage arising from the sole negligence or willful misconduct of the City. With respect to any and all such aforesaid suits, actions, or other legal proceedings of every kind that may be brought or instituted against Indemnitees, Contractor shall defend Indemnitees, at Contractor's own cost, expense, and risk, and shall pay and satisfy any judgment, award, or decree that may be rendered against Indemnitees. Contractor shall reimburse City and its directors, officials, officers, 6 of 9 • • employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Contractor, the City, its directors, officials, officers, employees, agents or volunteers. All duties of Contractor under this Section shall survive termination of this Agreement. 13.0 Equal Opportunity Contractor affirmatively represents that it is an equal opportunity employer. Contractor shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such non- discrimination includes, but is not limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 14.0 Labor Certification By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code that 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 agrees to comply with such provisions before commencing the performance of the Services. 15.0 Entire Agreement This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both parties. 16.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 17.0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 18.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 7 of 9 19.0 Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. 20.0 Prohibited Interests; Conflict of Interest 20.1. Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Contractor further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Contractor shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Contractor shall not accept any employment or representation during the term of this Agreement which is or may likely make Contractor "financially interested" (as provided in California Government Code §§1090 and 87100) in any decision made by City on any matter in connection with which Contractor has been retained. 20.2. Contractor further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Contractor, to solicit or obtain this Agreement. Nor has Contractor paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Contractor, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Contractor hereunder the full amount or value of any such fee, commission, percentage, or gift. 20.3. Contractor warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non- contractual, financial, proprietary, or otherwise, in this transaction or in the business of Contractor, and that if any such interest comes to the knowledge of Contractor at any time during the term of this Agreement, Contractor shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this subsection. 21.0 Attorneys' Fees If either party commences an action against the other party, legal, administrative, or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection therewith. 8 of 9 • • 22.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 23.0 Corporate Authority The person executing this Agreement on behalf of Contractor warrants that he or she is duly authorized to execute this Agreement on behalf of said Party and that by his or her execution, the Contractor is formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH CONTRACTOR By: uHp 1 , By: i�_:.,.. Art a'.1° R. Ingram, Lilt anager / Name.uer V `�avltx.� Attest: Its: VP A/lG ✓tc- By: A e .i _ By: inda Devine, City lerk Name: M 61.1.06-e✓ Approved as to Form: Its: - 4k . Se.GleC"aviY By: 46< - uinn Barrow, City Attorney 9 of 9 • CITY OF SEAL BEACH AGREEMENT FOR MAINTENANCE SERVICES I. PARTIES AND DATE. This Agreement is made and entered into this 26th day of April, 2004 by and between the City of Seal Beach, a municipal corporation of the State of California, located at 211 Eighth Street, Seal Beach, CA 90740, County of Orange, ; State of California, (hereinafter referred to as "City ") and SIGNAL MAINTENANCE, INC., located at 2283 Via Burton Street, Anaheim, CA 92806 (hereinafter referred to as "Contractor "). City and Contractor are sometimes individually referred to as "party" and collectively" as "parties" in this Agreement. I. RECITALS. WITNESSETH WHEREAS, pursuant to Section 37103 of the Government Code of the State of California, the City desires to obtain certain services available through Contractor, the same being special engineering and maintenance skills relative to traffic signaling devices as more particularly described in Section 6 (the "Services "); and WHEREAS, the principals of the Contractor represent that they are well - qualified to perform such services by reason of their special training and experience relating to the repair and maintenance of such devices; and WHEREAS, the public interest, convenience and necessity require that City obtain such services upon the terms and conditions hereinafter set forth; and, NOW, THEREFORE, the parties hereto agree as follows: I. TERMS. SECTION I DEFINITIONS AND AUTHORITY OF DIRECTOR OF PUBLIC WORKS /CITY ENGINEER 1. DEFINITIONS: A. The word "Director of Public Works /City" Engineer" shall mean the City Engineer of the City of Seal Beach, acting personally or through his duly authorized agents, each agent acting only within the scope of authority delegated to him. 1 • TRAFFIC SIGNAL MAINTENANCE SERVICES B. The word "Police Chief' shall mean the Police Chief of the City of Seal Beach, acting personally or through his duly authorized agents, each agent acting only within the scope of authority delegated to him. 2. AUTHORITY OF THE DIRECTOR OF PUBLIC WORKS /CITY ENGINEER: A. The City Engineer shall decide any and all questions that may arise as to the quality or acceptability of materials furnished and work performed, as to the manner of performance and rate of progress of the work, all questions that arise as to the acceptable fulfillment of the Agreement on the part of the Contractor, and all questions as to claims and compensations. B. The City Engineer's decision shall be final, and he shall have exclusive authority to enforce and make effective such decisions and orders that Contractor fails to carry out promptly. C. At no time will any changes in timing, progression or mode of operation of the signals be made except under the direct supervision of the City Engineer. SECTION II SERVICES OF THE CONTRACTOR 1. General Description of Services. Contractor promises and agrees to furnish to the Owner all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the traffic signal maintenance services necessary for the Project ( "Services "). The Services are more particularly described in Exhibit "A" attached hereto and made a part hereof. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 2. Term. This Agreement shall be in full force and effect for the period between MAY 1, 2004 and June 30, 2007 ( "Initial Term "). At least sixty (60) days before the end of the Initial Term or an Additional Term, as the case may be, the Contractor may ask to renew this Agreement for an Additional Term. If Contractor and City agree in writing as to the compensation of Contractor for the Services to be performed under this Agreement, this Agreement may be renewed for an Additional Term, provided no increase in labor compensation exceeds the increase in the Consumer Price Index for all Urban Consumers for the Los Angeles- Anaheim - Riverside area (1982- 1984 =100), published by the United States Department of Labor, Bureau of Labor Statistics. This Agreement may _ be renewed on an bi- annual basis for a subsequent two (2) year term for a maximum of two (2) times ( "Additional Terms "). • 2 • TRAFFIC SIGNAL MAINTENANCE SERVICES SECTION III RESPONSIBILITIES OF CONTRACTOR 1. Independent Contractor; Control and Payment of Subordinates. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. Contractor is, and shall at all times, remain as to City, a wholly independent contractor and Contractor is not an employee of the City. This Agreement shall not and is not intended to constitute CONTRACTOR as an agent, servant, or employee of CITY. Additionally, this Agreement shall not and is not intended to create the relationship of partnership, joint venture or association between CITY and CONTRACTOR. CONTRACTOR shall have no power to incur any debt, obligation, or liability on behalf of City. CONTRACTOR shall not, at any time, or in any manner, represent that it or any of its officers, agents or employees are in any manner employees of City. The personnel performing the services under this Agreement on behalf of Contractor are not employees of City and shall at all times be under Contractor's exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law, and shall be responsible for all reports and obligations respecting them, including but not limited to, Social Security taxes, income tax withholding, unemployment insurance, disability insurance and Worker's Compensation insurance. CONTRACTOR agrees to pay all required taxes on amounts paid to CONTRACTOR under this Agreement, and to indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. CONTRACTOR shall fully comply with the workers' compensation law regarding CONTRACTOR and CONTRACTOR's employees. CONTRACTOR further agrees to indemnify and hold City harmless from any failure of CONTRACTOR to comply with applicable workers' compensation laws. City shall have right to offset against the amount of any fees due to CONTRACTOR under this Agreement any amount due to City from CONTRACTOR as a result of CONTRACTOR's failure to promptly pay to City any reimbursement or indemnification arising under this Agreement. Contractor retains the right to perform similar or different services for . others during the term of this Agreement." 2. Schedule of Services. Contractor shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Contractor represents that it has the personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor's conformance with the Schedule, City shall respond to Contractor's submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3. Conformance to Applicable Requirements. All work prepared by Contractor shall conform to applicable City, County, State, and Federal laws, rules and regulations, and shall be subject to approval of the project manager and city council. Contractor shall defend, indemnify and hold City, its officials, officers, employees and agents, free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3 i TRAFFIC SIGNAL MAINTENANCE SERVICES 4. City's Project Manager. Contractor shall work closely and cooperate fully with City's designated project manager ( "City's Project Manager "), any other agencies that may have jurisdiction or interest in the Services to be performed. The City's Project Manager, or his or her designee, shall be the principal officer of the City for liaison, and shall review and give his approval to the details of the Services as they progress. City appoints the City Engineer as the City's Project Manager, but reserves the right to appoint another person as the City's Project Manager upon written notice to Contractor. Contractor shall not accept direction or orders from any person other than the City's Project Manager or his or her designee. 5. Contractor's Project Representative. The Contractor shall assign to the Project a competent project representative who shall coordinate all phases of the Services ( "Contractor's Representative "). The Contractor's Representative shall be approved by City in writing, and shall be available to the City at all reasonable times. Contractor's Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor's Representative shall supervise and direct the Services, using his or her best skill and attention. 6. Indemnification. Contractor shall defend, indemnify and hold harmless City, and its elected officials, officers, employees and agents from and against all claims, demands, causes of action, costs, expenses, losses, injuries, damages or liabilities to property or persons, including wrongful death, in any manner arising out of or in connection with any alleged acts, omissions or willful misconduct of Contractor, its officials, officers, employees, agents, CONTRACTORs and contractors arising out of or in connection with the performance of the Services or this Agreement, including without limitation, the payment of all consequential damages, attorneys fees and other related costs and expenses Contractor shall defend, at Contractor's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its elected officials, officers, employees and agents volunteers. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its elected officials, officers, employees or agents in any such suit, action or other legal proceeding. Contractor shall reimburse City and its elected officials, officers, employees and /or agents for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City or its elected officials, officers, employees or agents. Notwithstanding the foregoing, this indemnity provision shall not apply to any injuries to persons or property that result from the sole negligence of the City. The obligations imposed by this Section 6 shall survive the termination of this Agreement." 7. Standard of Care; Licenses. The Contractor shall perform the services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. The Contractor shall be responsible to City for any errors or 4 • TRAFFIC SIGNAL MAINTENANCE SERVICES omissions in its execution of this Agreement. Contractor represents and warrants to City that it, its employees and subcontractors have all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession and to perform the Services. Contractor further represents and warrants that all such licenses, permits, qualifications and other approvals shall be maintained during the term of this Agreement. Any employee or other CONTRACTOR who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Contractor and shall not be re- employed to perform any of the Services or to work on the Project. 8. Insurance: Contractor shall obtain, at its own cost, a policy or policies of liability insurance of the type and in the amounts described below and satisfactory to the City Attorney. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds and amounts of insurance, which in its own judgment may be necessary for its proper protection in the prosecution of the work. The Contractor's insurance coverage shall be primary insurance with respect to the City, its elected officials, officers, employees and agents. A. Types and Amounts of Coverage. Prior to the commencement of any Services hereunder, Contractor shall provide certificates of insurance with original endorsements, and copies of policies if requested, of the following insurance: 1. ' Workers' Compensation and Employers Liability: Workers' compensation limits as required by the Labor Code of the State of California._ Employers Liability limits covering all employees and principals in the amount of $1,000,000 per accident for bodily injury or disease. 1 r � 2. Commercial General Liability: Commercial General, Liability Insurance covering third party liability risks, including contractual liability, in a minimum amount of $3,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. If,commercial general liability insurance or other form with a general aggregate limit is used, either the general aggregate shall apply separately to this project or the general aggregate limit shall be twice the occurrence limit. 3. Commercial Automobile Liability: Commercial Auto Liability and Property Insurance covering any owned and rented vehicles of Contractor in a minimum amount of $1,000,000 combined single limit per accident for bodily injury and property damage. B. Necessary Provisions or Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies: 1. Workers' Compensation and Employers Liability:- The insurer shall agree to waive all rights of subrogation against the City, its elected ' officials, officers, employees and agents for losses paid under the terms of the insurance policy which arise from work performed by the Contractor. 5 • i • TRAFFIC SIGNAL MAINTENANCE SERVICES 2. Commercial General Liability: The general liability policy shall be endorsed to state that: (a) the City, its elected officials, officers, employees and agents shall be covered as additional insured with respect to the Work or operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work; and (b) the insurance coverage shall be primary insurance as respects the City, its elected officials, officers, employees and agents, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self- insurance maintained by the City or its elected officials, officers, employees and agents shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. 3. Commercial Automobile Liability: The automobile liability policy shall be endorsed to state that: (a) the City, its elected officials, officers, employees and agents shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible; and (b) the insurance coverage shall be primary insurance as respects the City, its elected officials, officers, employees and agents, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self- insurance maintained by the City, its elected officials, officers, employees or agents shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. 4. All Coverages: Each insurance policy required by this Agreement shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, or reduced in coverage or in limits except after thirty (30) days prior notice has been given in writing to City. C. Notice. Contractor shall give to City prompt and timely notice of claim made or suit instituted arising out of Contractor's operations hereunder. D. Subcontractors. Contractor shall include subcontracting Contractors, if any, as insureds under its policies, or shall furnish separate certificates and endorsements for each subcontractor, but only with respect to operations of such subcontractors relating to this Agreement. All coverage for such subcontractors shall be subject to the requirements stated herein. E. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:III, licensed to do business in California, and satisfactory to the City. F. Verification of Coverage. Contractor shall furnish City with original certificates . of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City: The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements must be received and approved by the City before any Services commence. T_ he City reserves the right to require complete, certified copies of all required insurance policies, at any time. 6 • TRAFFIC SIGNAL MAINTENANCE SERVICES SECTION IV FEES AND PAYMENTS 1. Compensation. Except as provided in this section, Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement, at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 2. Extra Work. Contractor shall receive compensation for extra work authorized by City in an amount as specified by the parties at the time such authorization is given. All extra work must be authorized in writing by the City's Project Manager, and Contractor shall not be entitled to extra compensation without such authorization. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. 3. Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by City. 4. Payment of Compensation. Contractor shall provide a monthly itemized statement which indicates the progress of the Services and the hours or percentage of the Services completed through the date of the statement. City shall make payments to Contractor within 30 days of receiving said statement based upon the percentage of Services completed, as provided in the statement, or in such percentage as City determines has been adequately completed. SECTION V ACCOUNTING RECORDS Contractor shall maintain complete and accurate records with respect to costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. SECTION VI GENERAL PROVISIONS 1. • Termination of Agreement. A. Grounds for Termination. City may, by written notice to Contractor, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Contractor of such termination, and specifying the effective date 7 • • TRAFFIC SIGNAL MAINTENANCE SERVICES thereof, at least seven (7) days before the effective date of such termination. In the event of termination without cause, Contractor shall be compensated only for those services that have been adequately rendered to City, and Contractor shall be entitled to no further compensation. Contractor may not terminate this Agreement except for cause. B. Additional Services. In the event this Agreement is terminated in whole or in part as provided in paragraph A of this section, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. C. Effect of Termination. If this Agreement is terminated as provided in paragraph A of this section, City may require Contractor to provide all finished or unfinished Documents and Data, as defined in this Agreement, as well as any other information of any kind prepared by Contractor in connection with the performance of its Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request. 2. Delivery of Notices. All notices permitted or required under this Agreement shall be deemed made when delivered to the - applicable - party's representative as provided in this Agreement. Additionally, such notices may be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CITY: City of Seal Beach Attention: Director of Public Works /City Engineer 211 Eighth Street Seal Beach, CA 90740 CONTRACTOR: Signal Maintenance, Inc. . Attention: President 2283 Via Burton Street Anaheim, CA 92806 Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. 3. Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in . connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party actual attorney's fees and all other costs of such action. 4. Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 5. Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 8 i • TRAFFIC SIGNAL MAINTENANCE SERVICES 6. Time of Essence. Time is of the essence for each and every provision of this Agreement. 7. Non - discrimination by Contractor. Contractor represents and agrees that it does not and will not discriminate against any subcontractor, CONTRACTOR, employee or applicant for employment because of race, religion, marital* status, sex, national origin, any other classification protected under state or federal law, or with regard to qualified persons with disabilities. Such non - discrimination shall include but not be limited to the following: employment, upgrading, demotion, transfers, recruitment, recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. 8. City's Right to Employ Other Contractors. City, reserves right to employ other contractors in connection with this Project. 9. Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties. - 10. Cooperation; Further Acts. The Parties shall fully cooperate with one - another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 11. Assignment or Transfer. Contractor shall not assign, hypothecate or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 12. Construction; References; Captions. Since the parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment or describe the scope, content or intent of this Agreement. 13. Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 14. Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. 15. No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 9 • • TRAFFIC SIGNAL MAINTENANCE SERVICES 16. Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 17.. Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective party. 18. Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. SECTION VII SUBCONTRACTING Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, . without prior approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. SECTION VIII CONFLICTS OF INTEREST 1. City. No member, officer, or employee of City, or its designees or agents, during his tenure or one year thereafter, shall have any interest, direct or indirect, in this Agreement or the proceeds thereof. 2. Contractor. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit therefrom. 10 ' i • • TRAFFIC SIGNAL MAINTENANCE SERVICES IN WITNESS WHEREOF, said parties have executed the Agreement on the date first hereinabove written. CITY OF ; = ACH SIGNAL MAINTENANCE, INC. By: By: _ y Manager Rodney athis Vice- President A► - t: Attest: By: i B �l C4 y • i � Y� 4' Jerk 1, Approved as to Form: - By: City Attorney • • 11 • • EXHIBIT "Al" SCOPE OF SERVICES LOCATION OF TRAFFIC SIGNALS AND SAFETY LIGHTS TO BE MAINTAINED 1. Seal Beach Boulevard and Bolsa Avenue 2. Seal Beach Boulevard and Forrestal Lane 3. Seal Beach Boulevard and Road A 4. Seal Beach Boulevard and Road C 5. Seal Beach Boulevard and Westminster Avenue 6. Seal Beach Boulevard and St. Andrews Drive 7. Seal Beach Boulevard and Golden Rain 8. Seal Beach Boulevard and Lampson Avenue 9. Seal Beach Boulevard and Saint Cloud Drive. 10. Seal Beach Boulevard and Town Center Drive 11. Seal Beach Boulevard and Rossmoor Center Way 12. Lampson Avenue and Old Ranch Plaza 13. Lampson Avenue and Basswood Street 14. Lampson Avenue and Candleberry Avenue 15. Lampson Avenue and Heather Street 16. Lampson Avenue and Rose Street 17. Lampson Avenue and Tulip Street 18. Westminster Avenue and Road A 19. Westminster Avenue and Road B 20. Westminster Avenue and Kitts Highway 21. Ocean Avenue and Main Street 22. First Street and Marina Drive LOCATION OF FLASHING SIGNALS TO BE MAINTAINED 1. Marina Drive and 5th Street 2. Bolsa Avenue and Island View Drive 3. Bolsa Avenue and Beachcomber Drive 4. Bolsa Avenue and Balboa Drive • • TRAFFIC SIGNAL MAINTENANCE SERVICES EXHIBIT "B" SCHEDULE OF SERVICES SERVICES: A. Traffic Signals: During the term of this Agreement, Contractor shall service, maintain and overhaul traffic signal devices (i.e., fixed time, semi-actuated and fully actuated traffic signals) at the locations set forth on Exhibit "A" attached hereto and incorporated herein by this reference. It is understood and agreed that all said labor, services, materials and equipment shall be furnished, and said work performed and completed by Contractor as an independent contractor subject to the inspection and approval of the City Engineer. When City desires to add traffic signal devices to be serviced and maintained pursuant to this Agreement, it shall notify Contractor thereof at least ten (10) days in advance of the time such service shall commence. In the event notification is made at other than the beginning of the monthly contract period, payment for that month shall be prorated from the day the Contractor is notified. The Services to be performed by Contractor hereunder shall consist of a preventive maintenance program including, but not limited to, the following: (1) The inspection, cleaning and adjustment of each controller unit, and the repair and replacement of any and all defective parts. Such inspection, cleaning and adjustment shall take place on each unit at least once per calendar month. (2) The Contractor shall relamp on a group relamping basis. Lamps shall be General Electric, Sylvania, Westinghouse, Norelco or an approved equal. The relamping period shall be based on an 80 percent depletion curve, not to exceed twelve (12) months (except 3M long-life lamps which are to be replaced at 30 months). Duro-Test traffic lamps may be substituted with only a material cost increase. der a-e : • •:.e i i -- -- - - • ' - •° " ((N arc upgraded at the time of rclamping to the light emitting (LED) tochnology. (3) The replacement and/or repair of any and all defective parts of the controller mechanisms of any unit, or any part thereof, as may be necessary for the operation thereof. (4) The cleaning, polishing and inspection of all lenses and reflectors in each unit at the time the signals are relamped, or not less than once in a twelve (12) month period. All broken or deteriorated parts will be replaced or changed as necessary. 2 • • TRAFFIC SIGNAL MAINTENANCE SERVICES (5) The maintenance of all vehicle detectors and replacement of same at unit price set herein. (6) The maintenance of a patrol to insure the prompt replacement of burned out lamps and repair of controller malfunctions, and to insure the traffic signal progression of all units according to timing relationships determined by the City Engineer. (7) The servicing of the signal systems on an emergency basis in the event of malfunctions of the controller or signal system. B. Safety Lighting: Contractor shall service and maintain safety lighting at the locations shown on Exhibit "A" attached hereto and incorporated herein by this reference. The services to be performed by the Contractor hereunder shall consist of a routine maintenance program, including but not limited to the following: (1) The maintenance of a patrol to insure proper replacement of burned out lamps, with such replacement to be performed within twenty-four(24) hours. (2) The cleaning of the luminaire reflector and refractor at the time of replacement of the lamp. C. Painting: (1) The painting of all heads and backplates in intersections designated by the City Engineer at the unit price set herein. (2) The painting of controller boxes designated by the City Engineer at the unit price set herein. D. ANSWERING SERVICE CALLS: Contractor shall maintain a 24-hour emergency service for contact at any hour of the day or night and will be required to answer different types of calls, as specified below, within certain time limits. Contractor shall supply the City Engineer and the Police Chief with a telephone number from which his radio operator may be contacted at all hours. If this telephone number is a toll phone, the City will reverse the charges. E. Light Out Calls. Two separate indications, one of which must be the mast arm indication, will be required for each direction of traffic at all times. When this number falls below two, or the mast arm indication is out, the Contractor shall answer the light out call as soon as possible, not to exceed two (2) hours, day or night. If a light out call is received with the report that two indications are remaining, one of 3 • TRAFFIC SIGNAL MAINTENANCE SERVICES which must be the mast arm indication, Contractor shall answer the call within 24 hours. Light out calls for safety lighting will be answered within 24 hours. F. Emergency Calls. Whenever the signal is malfunctioning in any manner, the Contractor shall answer the call immediately, regardless of the fact that the controller may have been switched to flashing operation by the Police Department. The word "immediately" is construed to mean "with all possible haste", and shall not exceed two (2) hours. The above also will apply to any calls indicating the existence of danger to the motoring public caused by the signal control or the lack thereof. G. Equipment Required. Contractor shall be equipped with spare parts sufficient to place the signal back in operation for ordinary trouble calls. In those cases where a complex controller or component has to be repaired, Contractor shall be required to furnish and install a substitute controller or component until the defective controller or • component is repaired or replaced to its original condition as originally installed. H. EXTRAORDINARY MAINTENANCE: Whenever during this Agreement any part of the signal system is damaged by collision, acts of God, or malicious mischief, except damage resulting from the negligence of the Contractor while on the job, the repair of such damage will be paid for as extraordinary maintenance. In addition to this, pedestrian signal neon tubes and transformers, fluorescent street name signs, or any revision work the City may request the Contractor to perform will be paid for as extraordinary maintenance. All extraordinary maintenance will be subject to the prior approval of the City Engineer. If the Contractor receives a night call,that requires the replacement of damaged equipment, he shall put the signal in a temporary operating condition, if damage is of a minor nature; otherwise, the Contractor shall place the signal on flashing operation if possible (if unable to restore temporary operation). If the signals are damaged to the extent that they have to be shut down, Contractor shall call the Police Chief to provide traffic control until the signal can be repaired. If the City Engineer cannot be contacted and in the opinion of the Police Chief immediate repairs are necessary for immediate safety of the motorists, Contractor may proceed with repairs at the direction of the Police Chief. • 4 TRAFFIC SIGNAL MAINTENANCE SERVICES EXHIBIT "C" COMPENSATION RATES SIGNAL MAINTENANCE, INC. EFFECTIVE MAY 1, 2004 Materials at Invoiced Cost to Contractor plus 20 percent. 1. Monthly Intersection Maintenance $ 61.00/month 2. Annual Maintenance per intersection $198.00/year 3. Flashing Signal $29.00/month HOURLY LABOR RATES Regular Overtime 4. Operations Superintendent $75.00 $75.00 5. Transportation Maintainer Level 1 $55.00 $82.50 6. Transportation Maintainer Level 2 $58.00 $87.00 7. Transportation Systems Technician $65.00 $97.50 8. Mainteance Transportation Technician $68.00 $102.00 Transportation Systems Electrician $76.00 $114.00 HOURLY EQUIPMENT RATES 9. Pickup Truck $10.00 10.Service Truck $15.00 11.Bucket Truck $25.00 12.Paint Rig Truck $30.00 13.Compressor w/ tools $40.00 14.Water Truck $65.00 15.Concrete Saw $40.00 16.Crane $100.00 5