Republic Its/Traffic Signal Maint 08MAINTENANCE SERVICES AGREEMENT
THIS MAINTENANCE SERVICES AGREEMENT (the "Agreement") is made and
entered into by and between the CITY OF LA QUINTA, ("City"), a California
municipal corporation, and Republic ITS ("Contractor"). The parties hereto agree as
follows:
1.0 SERVICES OF CONTRACTOR
1.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, Contractor shall provide those services related to On -call Traffic Signal
Maintenance & Emergency Response Services as specified in the "Scope of
Services" attached hereto as Exhibit "A" and incorporated herein by this reference
(the "services" or "work"). Contractor warrants that all services will be performed
in a competent, professional and satisfactory manner in accordance with the
standards prevalent in the industry for such services.
1.2 Compliance with Law. All services rendered hereunder shall be provided
in accordance with all ordinances, resolutions, statutes, rules, regulations and laws
of the City of La Quinta and any Federal, State or local governmental agency of
competent jurisdiction.
1.3 Licenses Permits Fees and Assessments. Except as otherwise specified
herein, Contractor shall obtain at its sole cost and expense such licenses, permits
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 performance of the
services required by this Agreement.
1.4 Familiarity with Work. By executing this Agreement, Contractor
warrants that (a) it has thoroughly investigated and considered the work to be
performed, (b) it has investigated the site of the work and fully acquainted itself
with the conditions there existing, (c) it has carefully considered how the work
should be performed, and (d) it fully understands the facilities, difficulties and
restrictions attending performance of the work under this Agreement. Should
Contractor discover any latent or unknown conditions materially differing from
those inherent in the work or as represented by City, it shall immediately inform
City of such fact and shall not proceed except at Contractor's risk until written
instructions are received from the Contract Officer (as defined in Section 4.2
hereof).
1.5 Care of Work. Contractor shall adopt reasonable methods during the life
of the Agreement to furnish continuous protection to the work performed by
Contractor, and the equipment, materials, papers and 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 may be caused by City's own negligence. The performance of
services by Contractor shall not relieve Contractor from any obligation to correct
any incomplete, inaccurate or defective work at no further cost to City, when such
inaccuracies are due to the negligence of Contractor.
1.6 Additional Services. In accordance with the terms and conditions of this
Agreement, Contractor shall perform services in addition to those specified in the
Scope of Services when directed to do so by the Contract Officer, provided that
Contractor shall not be required to perform any additional services without
compensation. Any addition in compensation not exceeding five percent (5%) of
the Contract Sum may be approved by the Contract Officer. Any greater increase
must be approved by the City Council.
1.7 Special Requirements. Additional terms and conditions of this
Agreement, if any, which are made a part hereof are set forth in Exhibit "D" (the
"Special Requirements"). In the event of a conflict between the provisions of the
Special Requirements and any other provisions of this Agreement, the provisions of
the Special Requirements shall govern.
2.0 COMPENSATION
2.1 Contract Sum. For the services rendered pursuant to this Agreement,
Contractor shall be compensated in accordance with Exhibit "B" (the "Schedule of
Compensation") in a total amount not to exceed Twenty-five Thousand Dollars and
No Cents (g25,000.00) (the "Contract Sum"), except as provided in Section 1.6.
The method of compensation set forth in the Schedule of Compensation may
include a lump sum payment upon completion, payment in accordance with the
percentage of completion of the services, payment for time and materials based
upon Contractor's rate schedule, but not exceeding the Contract Sum, or such
other methods as may be specified in the Schedule of Compensation.
Compensation may include reimbursement for actual and necessary expenditures
for reproduction costs, transportation expense, telephone expense, and similar
costs and expenses when and if specified in the Schedule of Compensation.
2.2 Method of Payment. Any month in which Consultant wishes to receive
payment, Consultant shall submit to City no later than the tenth (1 Oth) working day
of such month, in the form approved by City's Finance Director, an invoice for
services rendered prior to the date of the invoice. Such invoice shall (1) describe in
detail the services provided, including time and materials, and (2) specify each staff
member who has provided services and the number of hours assigned to each such
staff member. Such invoice shall contain a certification by a principal member of
Consultant specifying that the payment requested is for work performed in
accordance with the terms of this Agreement. City will pay Consultant for all
expenses stated thereon which are approved by City pursuant to this Agreement no
later than thirty (30) days after invoices are received by the City's Finance
Department.
3.0 PERFORMANCE SCHEDULE
3.1 Time of Essence. Time is of the essence in the performance of this
Agreement.
3.2 Schedule of Performance. All services rendered pursuant to this
Agreement shall be performed diligently and within the time period established in
Exhibit "C" (the "Schedule of Performance"). Extensions to the time period
specified in the Schedule of Performance may be approved in writing by the
Contract Officer. Yearly extensions, not to exceed three (3) one-year extensions,
renewable at the beginning of each fiscal year through Fiscal Year 2011 /2012, may
be allowed, at the City of La Quinta's discretion.
3.3 Force Maieure. The time period 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 Contractor, including, but not restricted to,
acts of God or of the public enemy, fires, earthquakes, floods, epidemic, quarantine
restrictions, riots, strikes, freight embargoes, acts of any governmental agency
other than City, and unusually severe weather, if 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 forced delay when and if in his or her judgment such delay is justified, and the
Contract Officer's determination shall be final and conclusive upon the parties to
this Agreement.
3.4 Term. This Agreement shall commence on June 1, 2008 and terminate
on June 30, 2009 (initial term). This agreement may be extended for three (3)
additional year(s) upon mutual agreement by both parties (extended term). Unless
earlier terminated in accordance with Sections 7.7 or 7.8 of this Agreement, this
Agreement shall continue in full force and effect until completion of the services,
except as otherwise provided in the Schedule of Performance.
4.0 COORDINATION OF WORK
4.1 Representative of Contractor. The following principals of Contractor 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:
a. Jill Petrie, Project Manager
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 foregoing 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.
The foregoing principals may not be changed by Contractor and no other
personnel may be assigned to perform the service required hereunder without the
express written approval of City.
4.2 Contract Officer. The Contract Officer shall be Mr. Timothy R.
Jonasson, Public Works Director/City Engineer or such other person as may be
designated by the City Manager of City. It shall be Contractor's responsibility to
assure that the Contract Officer is kept informed of the progress of the
performance of the services and 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.
4.3 Prohibition Against Subcontracting or Assignment. The experience,
knowledge, capability and reputation of Contractor, its principals and employees
were a substantial inducement for City to enter into this Agreement. Except as set
forth in this Agreement, 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 City. In addition, neither this Agreement nor any interest herein
may be assigned or transferred, voluntarily or by operation of law, without the prior
written approval of City.
4.4 Independent Contractor. Neither 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.
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.
4.5 City Cooperation. City shall provide Contractor with any plans,
publications, reports, statistics, records or other data or information pertinent to
services to be performed hereunder which are reasonably available to Contractor
only from or through action by City.
5.0 INSURANCE INDEMNIFICATION AND BONDS.
5.1 Insurance. Prior to the beginning of and throughout the duration of the
Work performed under this Agreement, Contractor shall procure and maintain, at its
cost, and submit concurrently with its execution of this Agreement, personal and
public liability and property damage insurance against all claims for injuries against
persons or damages to property resulting from Contractor's acts or omissions rising
out of or related to Contractor's performance under this Agreement. The insurance
policy shall contain a severability of interest clause providing that the coverage
shall be primary for losses arising out of Contractor's performance hereunder and
neither City nor its insurers shall be required to contribute to any such loss. A
certificate evidencing the foregoing and naming City and its officers and employees
as additional insured shall be delivered to and approved by City prior to
commencement of the services hereunder.
The amount of insurance required hereunder shall be determined by the Contract
Sum in accordance with the following table:
Contract Sum Personal Iniury/Property Damage Coverage
Less than $50,000 $100,000 per individual; $300,000 per occurrence
$50,000 - $300,000 $250,000 per individual; $500,000 per occurrence
Over $300,000 $500,000 per individual; $1,000,000 per
occurrence
Contractor shall carry automobile liability insurance of $3,000,000 per
accident against all claims for injuries against persons or damages to property
arising out of the use of any automobile by Contractor, its officers, any person
directly or indirectly employed by Contractor, any subcontractor or agent, or
anyone for whose acts any of them may be liable, arising directly or indirectly out
of or related to Contractor's performance under this Agreement. If Contractor or
Contractor's employees will use personal autos in any way on this project,
Contractor shall provide evidence of personal auto liability coverage for each such
person. The term "automobile" includes, but is not limited to, a land motor vehicle,
trailer or semi -trailer designed for travel on public roads. The automobile insurance
policy shall contain a severability of interest clause providing that coverage shall be
primary for losses arising out of Contractor's performance hereunder and neither
City nor its insurers shall be required to contribute to such loss. A certificate
evidencing the foregoing and naming City and its officers and employees as
to
additional insured shall be delivered to and approved by City prior
commencement of the services hereunder.
Contractor shall carry Workers' Compensation Insurance in accordance with State
Worker's Compensation laws with employer's liability limits no less than
$1,000,000 per accident or disease.
Professional Liability or Errors and Omissions Insurance as appropriate shall be
written on a policy form coverage specifically designed to protect against acts,
errors or omissions of the Contractor and Covered Professional Services" as
designated in the policy must specifically include work performed under this
agreement. The policy limit shall be no less than $1,000,000 per claim and in the
aggregate. The policy must "pay on behalf of" the insured and must include a
provision establishing the insurer's duty to defend. The policy retroactive date shall
be on or before the effective date of this agreement.
Insurance procured pursuant to these requirements shall be written by insurers that
are admitted carriers in the State of California and with an A.M. Bests rating of "A"
or better and a minimum financial size VII.
All insurance required by this Section shall be kept in effect during the term of this
Agreement and shall not be cancelable without thirty (30) days written notice to
City of proposed cancellation. The procuring of such insurance or the delivery of
policies or certificates evidencing the same shall not be construed as a limitation of
Contractor's obligation to indemnify City, its officers, employees, contractors,
subcontractors, or agents.
5.2 Indemnification.
a. Indemnification for Professional Liability. When the law establishes a
professional standard of care for Contractor's Services, to the fullest extent
permitted by law, Contractor shall indemnify, protect, defend and hold harmless
City and any and all of its officials, employees and agents ("Indemnified Parties")
from and against any and all losses, liabilities, damages, costs and expenses,
including attorney's fees and costs to the extent same are cause in whole or in part
by any negligent or wrongful act, error or omission of Contractor, its officers,
agents, employees or subcontractors (or any entity or individual that Contractor
shall bear the legal liability thereof) in the performance of professional services
under this agreement. With respect to the design of public improvements, the
Contractor shall not be liable for any injuries or property damage resulting from the
reuse of the design at a location other than that specified in Exhibit C without the
written consent of the Contractor.
b. Indemnification for Other Than Professional Liability. Other than in the
performance of professional services and to the full extent permitted by law,
Contractor shall indemnify, defend and hold harmless City, and any and all of its
employees, officials and agents from and against any liability (including liability for
claims, suits, actions, arbitration proceedings, administrative proceedings,
regulatory proceedings, losses, expenses or costs of any kind, whether actual,
alleged or threatened, including attorney's fees and costs, court costs, interest,
defense costs, and expert witness fees), where the same arise our of, are a
consequence of, or are in any way attributable to, in whole or in part, the
performance of this Agreement by Contractor or by any individual or entity for
which Contractor is legally liable, including but not limited to officers, agents,
employees or subcontractors of Contractor.
C. General Indemnification Provisions. Contractor agrees to obtain executed
indemnity agreements with provisions identical to those set forth here in this
section from each and every subcontractor or any other person or entity involved
by, for with or on behalf of Contractor in the performance of this agreement. In
the event Contractor fails to obtain such indemnity obligations from others as
required here, Contractor agrees to be fully responsible according to the terms of
this section. Failure of City to monitor compliance with these requirements
imposes no additional obligations on City and will in no way act as a waiver of any
rights hereunder. This obligation to indemnify and defend City as set forth here is
binding on the successors, assigns or heirs of Contractor and shall survive the
termination of this agreement or this section.
d. Indemnity Provisions for Contracts Related to Construction. Without
affecting the rights of City under any provision of this agreement, Contractor shall
not be required to indemnify and hold harmless City for liability attributable to the
active negligence of City, provided such active negligence is determined by
agreement between the parties or by the findings of a court of competent
jurisdiction. In instances where City is shown to have been actively negligent and
where City's active negligence accounts for only a percentage of the liability
involved, the obligation of Contractor will be for that entire portion or percentage of
liability not attributable to the active negligence of City.
5.3 Remedies. In addition to any other remedies City may have if Contractor
fails to provide or maintain any insurance policies or policy endorsements to the
extent and within the time herein required, City may, at its sole option:
a. Obtain such insurance and deduct and retain the amount of the
premiums for such insurance from any sums due under this
Agreement.
b. Order Contractor to stop work under this Agreement and/or
withhold any payment(s) which become due to Contractor
hereunder until Contractor demonstrates compliance with the
requirements hereof.
C. Terminate this Agreement.
Exercise of any of the above remedies, however, is an alternative to any other
remedies City may have. The above remedies are not the exclusive remedies for
Contractor's failure to maintain or secure appropriate policies or endorsements.
Nothing herein contained shall be construed as limiting in any way the extent to
which Contractor may be held responsible for payments of damages to persons or
property resulting from Contractor's or its subcontractors' performance of work
under this Agreement.
5.4 General Conditions oertaining to provisions of insurance coverage by
Contractor. Contractor and City agree to the following with respect to insurance
provided by Contractor:
1. Contractor agrees to have its insurer endorse the third party general
liability coverage required herein to include as additional insureds City, its officials,
employees and agents, using standard ISO endorsement No. CG 2010 with an
edition prior to 2004. Contractor also agrees to require all contractors, and
subcontractors to do likewise.
2. No liability insurance coverage provided to comply with this Agreement
shall prohibit Contractor, or Contractor's employees, or agents, from waiving the
right of subrogation prior to a loss. Contractor agrees to waive subrogation rights
against City regardless of the applicability of any insurance proceeds, and to require
all contractors and subcontractors to do likewise.
3. All insurance coverage and limits provided by Contractor and available or
applicable to this agreement are intended to apply to the full extent of the policies.
Nothing contained in this Agreement or any other agreement relating to the City or
its operations limits the application of such insurance coverage.
4. 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.
5. No liability policy shall contain any provision or definition that would
serve to eliminate so-called "third party action over" claims, including any exclusion
for bodily injury to an employee of the insured or of any contractor or
subcontractor.
6. All coverage types and limits required are subject to approval,
modification and additional requirements by the City, as the need arises.
Contractor shall not make any reductions in scope of coverage (e.g. elimination of
contractual liability or reduction of discovery period) that may affect City's
protection without City's prior written consent.
7. Proof of compliance with these insurance requirements, consisting of
certificates of insurance evidencing all of the coverages required and an additional
insured endorsement to Contractor's general liability policy, shall be delivered to
City at or prior to the execution of this Agreement. In the event such proof of any
insurance is not delivered as required, or in the event such insurance is canceled at
any time and no replacement coverage is provided, City has the right , but not the
duty, to obtain any insurance it deems necessary to protect its interests under this
or any other agreement and to pay the premium. Any premium so paid by City
shall be charged to and promptly paid by Contractor or deducted from sums due
Contractor, at City option.
8. Certificate(s) are to reflect that the insurer will provide thirty (30) days
notice to City of any cancellation of coverage. Contractor agrees to require its
insurer to modify such certificates to delete any exculpatory wording stating that
failure of the insurer to mail written notice of cancellation imposes no obligation, or
that any party will "endeavor" (as opposed to being required) to comply with the
requirements of the certificate.
9. It is acknowledged by the parties of this agreement that all insurance
coverage required to be provided by Contractor or any subcontractor, is intended to
apply first and on a primary, non-contributing basis in relation to any other
insurance or self insurance available to City.
10. Contractor agrees to ensure that 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 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 agreements
with subcontractors and others engaged in the project will be submitted to City for
review.
11. Contractor agrees not to self -insure or to use any self -insured retentions
or deductibles on any portion of the insurance required herein and further agrees
that it will not allow any contractor, subcontractor, Architect, Engineer or other
entity or person in any way involved in the performance of work on the project
contemplated by this agreement to self -insure its obligations to City, If
Contractor's existing coverage includes a deductible or self -insured retention, the
deductible or self -insured retention must be declared to the City. At that time the
City shall review options with the Contractor, which may include reduction or
elimination of the deductible or self -insured retention, substitution of other
coverage, or other solutions.
12. 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 will negotiate additional
compensation proportional to the increased benefit to City.
13. For purposes of applying insurance coverage only, this Agreement will be
deemed to have been executed immediately upon any party hereto taking any steps
that can be deemed to be in furtherance of or towards performance of this
Agreement.
14. Contractor acknowledges and agrees that any actual or alleged failure on
the part of City to inform Contractor of non-compliance with any insurance
requirement in no way imposes any additional obligations on City nor does it waive
any rights hereunder in this or any other regard.
15. Contractor will renew the required coverage annually as long as City, or
its employees or agents face an exposure from operations of any type pursuant to
this agreement. This obligation applies whether or not the agreement is canceled
or terminated for any reason. Termination of this obligation is not effective until
City executes a written statement to that effect.
16. Contractor shall provide proof that policies of insurance required herein
expiring during the term of this Agreement have been renewed or replaced with
other policies providing at least the same coverage. Proof that such coverage has
been ordered shall be submitted prior to expiration. A coverage binder or letter
from Contractor's insurance agent to this effect is acceptable. A certificate of
insurance and/or additional insured endorsement as required in these specifications
applicable to the renewing or new coverage must be provided to City within five (5)
days of the expiration of coverages.
17. The provisions of any workers' compensation or similar act will not limit
the obligations of Contractor under this agreement. Contractor expressly agrees
not to use any statutory immunity defenses under such laws with respect to City,
its employees, officials and agents.
18. Requirements of specific coverage features or limits contained in this
section are not intended as limitations on coverage, limits or other requirements nor
as a waiver of any coverage normally provided by any given policy. 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 limiting
or all-inclusive.
19. These insurance requirements are intended to be separate and distinct
from any other provision in this agreement and are intended by the parties here to
be interpreted as such.
20. The requirements in this Section supersede all other sections and
provisions of this Agreement to the extent that any other section or provision
conflicts with or impairs the provisions of this Section.
21. Contractor agrees to be responsible for ensuring that no contract used by
any party involved in any way with the project reserves the right to charge City or
Contractor for the cost of additional insurance coverage required by this agreement.
Any such provisions are to be deleted with reference to City. It is not the intent of
City to reimburse any third party for the cost of complying with these
requirements. There shall be no recourse against City for payment of premiums or
other amounts with respect thereto.
Contractor agrees to provide immediate notice to City of any claim or loss against
Contractor arising out of the work performed under this agreement. City assumes
no obligation or liability by such notice, but has the right (but not the duty) to
monitor the handling of any such claim or claims if they are likely to involve City.
6.0 RECORDS AND REPORTS.
6.1 Reports. Contractor shall periodically prepare and submit to the Contract
Officer such reports concerning Contractor's performance of the services required
by this Agreement as the Contract Officer shall require.
6.2 Records. Contractor shall keep such books and records as shall be
necessary to perform the services required by this Agreement and enable the
Contract Officer to evaluate the cost and the performance of such services. Books
and records pertaining to costs shall be kept and prepared in accordance with
generally accepted accounting principals. The Contract Officer shall have full and
free access to such books and records at all reasonable times, including the right to
inspect, copy, audit, and make records and transcripts from such records.
6.3 Ownership of Documents. Originals of all drawings, specifications,
reports, records, documents and other materials, whether in hard copy or electronic
form, which are 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 termination of this Agreement or upon the earlier request of
the Contract Officer, 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 of the documents and materials hereunder. Contractor shall cause all
subcontractors to assign to City any documents or materials prepared by them, and
in the event Contractor fails to secure such assignment, Contractor shall indemnify
City for all damages suffered thereby.
In the event City or any person, firm or corporation authorized by City reuses
said documents and materials without written verification or adaptation by
Contractor for the specific purpose intended and causes to be made or makes any
changes or alterations in said documents and materials, City hereby releases,
discharges, and exonerates Contractor from liability resulting from said change.
The provisions of this clause shall survive the completion of this Contract and shall
thereafter remain in full force and effect.
6.4 Release of Documents. The drawings, specifications, reports, records,
documents and other materials prepared by Contractor in the performance of
services under this Agreement shall not be released publicly without the prior
written approval of the Contract Officer or as required by law. Contractor shall not
disclose to any other entity or person any information regarding the activities of
City, except as required by law or as authorized by City.
7.0 ENFORCEMENT OF AGREEMENT.
7.1 California Law. This Agreement shall be construed and interpreted 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 Riverside, 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.
7.2 Disputes. In the event of any dispute arising under this Agreement, the
injured party shall notify the injuring party in writing of its contentions by
submitting a claim therefore. The injured party shall continue performing its
obligations hereunder so long as the injuring party commences to cure such default
within ten (10) days of service of such notice and completes the cure of such
default within forty-five (45) days after service of the notice, or such longer period
as may be permitted by the Contract Officer; provided that if the default is an
immediate danger to the health, safety and general welfare, City may take such
immediate action as City deems warranted. Compliance with the provisions of this
section shall be a condition precedent to termination of this Agreement for cause
and to any legal action, and such compliance shall not be a waiver of any party's
right to take legal action in the event that the dispute is not cured, provided that
nothing herein shall limit City's right to terminate this Agreement without cause
pursuant to Section 7.8.
7.3 Retention of Funds. City may withhold from any monies payable to
Contractor sufficient funds to compensate City for any losses, costs, liabilities, or
damages it reasonably believes were suffered by City due to the default of
Contractor in the performance of the services required by this Agreement.
7.4 Waiver. No delay or omission in the exercise of any right or remedy of a
non defaulting party on any default shall impair such right or remedy or be
construed as a waiver. City's consent or approval of any act by Contractor
requiring City's consent or approval shall not be deemed to waive or render
unnecessary City's consent to or approval of any subsequent act of Contractor.
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, at law or at equity, to cure, correct or remedy any default,
to recover damages for any default, to compel specific performance of this
Agreement, to obtain injunctive relief, or to obtain any other remedy consistent
with the purposes of this Agreement.
7.7 Termination Prior to Expiration of Term. This section shall govern any
termination of this Agreement, except as specifically provided in the following
Section 7.8 for termination for cause. City reserves the right to terminate this
Agreement at any time, with or without cause, upon thirty (30) days' written
notice to Contractor. 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. Contractor shall be entitled to compensation for
all services rendered prior to receipt 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.
7.8 Termination for Default of Contractor. If termination is due to the failure
of Contractor to fulfill its obligations under this Agreement, City may, after
compliance with the provisions of Section 7.2, take over work and prosecute the
same to completion by contract or otherwise, and 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 City shall use reasonable efforts
to mitigate such damages), and City may withhold any payments to Contractor for
the purpose of setoff or partial payment of the amounts owed City as previously
stated in Section 7.3.
7.9 Attorneys' Fees. If either party commences an action against the other
party arising out of or in connection with this Agreement, the prevailing party shall
be entitled to recover reasonable attorneys' fees and costs of suit from the losing
party.
8.0 CITY OFFICERS AND EMPLOYEES; NONDISCRIMINATION.
8.1 Non -liability of City Officers and Employees. No officer or employee of
City shall be personally liable to Contractor, or any successor in interest, in the
event or any default or breach by City or for any amount which may become due to
Contractor or to its successor, or for breach of any obligation of the terms of this
Agreement.
8.2 Conflict of Interest. No officer or employee of City shall have any
personal interest, direct or indirect, in this Agreement nor shall any such officer or
employee participate in any decision relating to the Agreement which affects his or
her personal interest or the interest of any corporation, partnership or association in
which she or he is, directly or indirectly, interested, in violation of any State statute
or regulation. Contractor warrants that it has not paid or given and will not pay or
give any third party any money or general consideration for obtaining this
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,
that there shall be no discrimination against or segregation of, any person or group
of persons on account of race, color, creed, religion, sex, marital status, national
origin or ancestry 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,
marital status, national origin or ancestry.
9.0 MISCELLANEOUS PROVISIONS
9.1 Notice. Any notice, demand, request, consent, approval, communication
either party desires or is required to give the other party or any other person shall
be in writing and either served personally or sent by prepaid, first-class mail to the
address set forth below. Either party may change its address by notifying the other
party of the change of address in writing. Notice shall be deemed communicated
forty-eight (48) hours from the time of mailing if mailed as provided in this section.
To City:
CITY OF LA QUINTA
Attention: Tim Jonasson
78-495 Calle Tampico
P.O. Box 1504
La Quinta, CA 92247-1504
To Contractor:
REPUBLIC ITS
Attention: Jill Petrie, Project Manager
2240 Business Way
Riverside, CA
Phone: (951) 784-6600
9.2 Integrated Agreement. This Agreement contains all of the agreements of
the parties and all previous understanding, negotiations and agreements are
integrated into and superseded by this Agreement.
9.3 Amendment. This Agreement may be amended at any time by the
mutual consent of the parties by an instrument in writing signed by both parties.
9.4 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.
9.5 Authority. The persons executing this Agreement on behalf of the
parties hereto warrant that they are duly authorized to execute this Agreement on
behalf of said parties and that by so executing this Agreement the parties hereto
are formally bound to the provisions of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
dates stated below.
CITY OF LA QUINTA,
a California municipal corporation
Thomas P. Genovese, City Manager
Dated:16�a /y
0
C, City Clerk
La Quinta, e'alifornia
APPROVED AS TO
M/. KA`I'HEWNE JENSON, Ci
City of La Quinta, California
CONTRACTOR:
B;����►
Name k 0�p-Qii�
Title: I '-ZhW4�4
Exhibit A
Scope of Services
Services to be Provided:
Republic ITS shall furnish all necessary materials, equipment, labor, and incidentals
as required to perform on -call traffic signal maintenance and emergency response
services for the City of La Quints.
2. Performance Standards
Republic ITS will provide the City with a maximum of a 2 hour emergency response
time.
Republic ITS will use equipment, supplies and materials that match the existing, or
use equipment, supplies and materials that meet with the City's approval.
exiviQ,ti- A
I"
Republic
ITS
Intelligent
Transportation
Services
April 8, 2008
Mr, Hector Guzman
City of La Quinta
78-495 Calle Tampico
La Quinta, CA. 92247
Dear Mr. Guzman:
Republic ITS welcomes the opportunity to submit this Proposal for On -call Traffic Signal Response for your review.
Republic ITS is a California licensed electrical contractor and transportation engineering firm founded in 1991 (CA
License #647154). The company specializes in the emergency and normal maintenance, testing, repair, and
replacement of traffic signals, LED traffic signal lamp installations, and streetlight maintenance. Republic ITS'
national staff of nearly 200 employees includes an array of well qualified technicians with International Municipal
Signal Association (IMSA) Certifications up to and including Level III and the States NEC certification as well.
Republic ITS is currently responsible for maintaining traffic signals for a total of 70 communities in Southern
California. Our Corporate Headquarters is located in the San Francisco Bay Area with seven field offices
throughout California, Massachusetts, Washington D.C. and Texas.
The contact persons for this project are as follows:
Republic ITS
Mrs. Jill Petrie
Project Manager
2240 Business Way
Riverside, Ca. 92501
Telephone (951) 784-6600
Fax (951) 784-6700
jpetrie@republicits.com
Republic ITS
Mr. Steven Teal
Operations Manager
1266 N. La Loma Circle
Anaheim, CA 92805
Telephone(714) 630-2100
Fax (714) 630-2828
steal@republicits.com
With an office located in Riverside we are able to offer your City a 2 hour emergency response time. We currently
have seven qualified traffic signal technicians working from this facility, with a fully stock warehouse and office
staff for all of your needs.
Per your request please review the attached rate sheet that we are able to offer the City of La Quinta at this time.
Please also feel free to contact me if you have any questions in regards to this proposal.
Respectfully,
j%CCTetrre
Jill Petrie,
Project Manager
Office (951) 784-6600 - Fax (951) 784-6700 - 2240 Business Way - Riverside, CA 92501
BOSTON - DALLAS - Los ANGELES - SACRAMENTO - SAN FRANCISCO
Exhibit B
Schedule of Compensation
Total compensation for all work under this contract shall not exceed Twenty-five
Thousand Dollars and No Cents ($25,000.00) except as specified in Section 1.6 -
Additional Services of the Agreement.
See attached rate schedule.
aco;sir 8
Exhibit C
Schedule of Performance
Contractor shall complete all services within the term of this agreement.
Exhibit D
Special Requirements
The Contractor will deliver any salvageable equipment, materials or supplies
to the City Maintenance Yard.
2. The Contractor shall only respond to calls for service from representatives
and in the following call out order:
Kris Gunterson, Traffic Signal Technician Cell Phone: (760) 250-0571
Hector Guzman, Assistant Engineer II Cell Phone: (760) 578-2538
City On -Call Maintenance Staff Pager #: (760) 836-2279
Riverside County Sheriff Department