DDL Traffic/Signal Maintenance 11C
MAINTENANCE SERVICES AGREEMENT
THIS MAINTENANCE SERVICES AGREEMENT (the "Agreement") is made
and entered into by and between the CITY OF LA QUINTA, a California municipal
corporation ("City"), and DDL Traffic, Inc. ("Contractor").
RECITALS
WHEREAS, City desires to utilize the services of Contractor as an
independent contractor to provide the City with On -call Traffic Signal Repairs &
Maintenance Services Citywide.
B. Contractor represents that it is fully qualified to perform such services
by virtue of its experience and the training, education and expertise of its principals
and employees.
C. City desires to retain Contractor, and Contractor desires to serve City
to perform these services subject to the terms contained herein and all applicable
local, state and federal laws and regulations.
NOW, THEREFORE, in consideration of the performance by the parties of the
mutual promises, covenants, and conditions contained herein, the parties 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
Repairs & Maintenance Services Citywide 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 Quints 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.
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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. Standard of Care. Contractor acknowledges and understands that the
services and work contracted for under this Agreement require specialized skills
and abilities and that, consistent with this understanding, Contractor's services and
work will be held to a heightened standard of quality and workmanship. Consistent
with Section 1.4 hereinabove, Contractor represents to City that it holds the
necessary skills and abilities to satisfy the heightened standard of work as set forth
in this Agreement. 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 only 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, are set forth in Exhibit "D" (the "Special Requirements') which
is incorporated herein by this reference and expressly made a part hereof. 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.
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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 Ten Thousand Dollars and No
Cents 010,000.001 (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 Contractor wishes to
receive payment, Contractor shall submit to City no later than the tenth (10th)
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 Contractor specifying that the payment requested is for work
performed in accordance with the terms of this Agreement. City will pay
Contractor 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.
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
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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 August 15, 2011 and
terminate on June 30, 2012 (initial term). This agreement may be extended for
one 11) additional one-year terms upon mutual agreement by both parties (extended
term). Unless earlier terminated in accordance with Sections 8.7 or 8.8 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. Dan Eichmann, President
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 Timothy R. Jonasson,
Public Works Director/City Engineer or such other person as may be designated in
writing 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.
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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 subcontract 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. Any attempted or purported assignment or sub-
contracting by Contractor without the City's express written approval shall be null,
void and of no effect.
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 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 agents or employees
are agents or employees of City. 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 laws
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 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 4.4.
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.
5.1. Insurance. Prior to the beginning any Work under this Agreement and
throughout the duration of the term of this Agreement, Contractor shall procure
and maintain, at its sole cost, and submit concurrently with its execution of this
Agreement, insurance as described herein. All insurance coverage required by this
Agreement shall be placed with insurers authorized to do business in the State of
California with an A,M, Best and Company rating level of A- or better, Class VI or
better, unless otherwise approved by the City's Risk Manager in writing.
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5.1.1. Minimum Coverage. Insurance shall include the following (or
broader) coverage:
a. Insurance Services Office Commercial General Liability
coverage "occurrence" form CG 00 01 or its equivalent with an
edition date prior to 2004 and with minimum limits of $1,000,000 per
occurrence and $2,000,000 in the aggregate.
b. Insurance Services Office form number CA 0001 or
equivalent covering Automobile Liability, including hired and non -
owned automobile liability with a minimum limit of $1,000,000 per
accident. If Contractor owns no vehicles, this requirement may be
satisfied by a non -owned and hired auto endorsement to Contractor's
commercial general liability policy.
C. Contractor shall carry Workers' Compensation Insurance
complying with California's worker's compensation laws, including
statutory limits for workers' compensation and an Employer's Liability
limit no less than $1,000,000 per accident or disease.
5.1.2. Required Endorsements. Liability insurance policies required to
be provided by Contractor hereunder shall contain or be endorsed to contain the
following provisions:
a. City, its employees, officials, agents and member
agencies shall be covered as additional insureds. Coverage shall apply
to any and all liability arising out of the Work or related to the
Contract. Additional insured status under the general liability
requirement shall be provided on Insurance Services Office Form CG
20 10 with an edition date prior to 2004, or its equivalent. Additional
insured status for completed operations shall be provided either in the
additional insured form or through another endorsement such as CG
20 37 with an edition date prior to 2004.
b. General and automobile liability insurance shall apply
separately to each insured against whom a claim is made or suit is
brought, except with respect to the limits of the insurer's liability.
Coverage will not be limited to City's vicarious liability.
C. Liability coverage shall be primary and non-contributing
with any insurance maintained by the City.
d. Each policy required hereunder, and the associated
evidence of coverage (including the workers' compensation and
employer's liability policies), shall provide that coverage shall not be
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suspended, voided, canceled or reduced in coverage or in limits except
after prior written notice has been given to City. Such provision shall
not include any limitation of liability of the insurer for failure to provide
such notice.
e. No liability insurance coverage provided to comply with
this Agreement shall prohibit Contractor, or Contractor's employees,
or agents, from waiving the right of recovery prior to a loss.
Contractor waives its right of recovery against City.
5.1.3. Verification of Coverage. Contractor shall deposit with City
within fifteen 0 5) days of Notice to Proceed of the Contract certificates of
insurance evidencing the coverage required hereunder and all required
endorsements.
5.1.4. No Waiver or Obligation. There shall be no recourse against
City for payment of premiums or other amounts with respect to the insurance
required to be provided by Contractor hereunder. Any failure, actual or alleged, on
the part of City to monitor compliance with these requirements will not be deemed
as a waiver of any rights on the part of City. City has no additional obligations by
virtue of requiring the insurance set forth herein. In the event any policy of
insurance required under this Agreement does not comply with these requirements
or is canceled and not replaced, City has the right but not the duty to obtain the
insurance it deems necessary and any premium paid by City will be promptly
reimbursed by Contractor or City will withhold amounts sufficient to pay premium
from Contractor payments.
5.1.5. Prompt Notice. 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
5.1.6. Subcontractors. Contractor shall include all subcontractors, if
any, as insureds under its policies or shall furnish separate certificates and
endorsements for each subcontractor approved by City. All coverages for
subcontractors, if any, shall be subject to all of the requirements stated herein
unless otherwise approved in advance in writing by City's Risk Manager.
6.0 INDEMNIFICATION.
6.1. Indemnification.
6.1.1. Indemnification. To the fullest extent permitted by law,
Contractor shall indemnify, protect, defend and hold harmless City and any and all
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of its officials, employees and agents ("Indemnified Parties") from and against any
and all liability, claims, suits, actions arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or costs of any kind,
whether actual, alleged or threatened, including, without limitation, incidental and
consequential damages, actual attorney fees incurred by City, court costs, interest,
defense costs including fees of expert Contractors or expert witnesses incurred in
connection therewith and any other costs or expenses of any kind whatsoever
incurred in relation to, as a consequence of or arising out of or in any way
attributable in whole or in part to the performance of this agreement. All
obligations under this provision are to be paid by Contractor as the City incurs
them. 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 A without the written consent of
the Contractor.
6.1.2. Exception to Contractor's Obligation to Indemnify. Without
affecting the rights of City under any provision of this agreement or this section,
Contractor shall not be required to indemnify and hold harmless City as set forth
above for liability attributable to the sole fault of City, provided such sole fault is
determined by agreement between the parties or by the findings of a court of
competent jurisdiction. This exception will apply only in instances where City is
shown to have been solely at fault and not in instances where Contractor is solely
or partially at fault or in instances where City's fault accounts for only a percentage
of the liability involved. In those instances, the obligation of Contractor will be all-
inclusive and City will be indemnified for all liability incurred, even though a
percentage of the liability is attributable to conduct of the City.
6.1.3. Contractor Acknowledgment. Contractor acknowledges that its
obligation pursuant to this section extends to liability attributable to City, if that
liability is less than the sole fault of City.
6.1.4. Indemnity Provisions for Subcontractors. Contractor agrees to
obtain executed indemnity agreements with provisions identical to those set forth
here in this section from each and every subcontractor, sub tier contractor 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.
6.1.5. No Waiver; Survival. Failure of City to monitor compliance with
the requirements of this Section 6.1 imposes no additional obligations on City and
will in no way act as a waiver of any rights hereunder. Contractor's obligation to
indemnify and defend City as a set forth herein is binding on the successors,
assigns, or heirs of Contractor and shall survive the termination of this Agreement
or this section.
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6.2. 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.
7.0 RECORDS AND REPORTS.
7.1. 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.
7.2. 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.
7.3. 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
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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.
7.4. 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.
7.5. Confidentiality. Contractor covenants that all data, documents,
discussion, or other information, if any, developed or received by Contractor or
provided for performance of this Agreement are deemed confidential and shall not
be disclosed by Contractor to any person or entity without prior written
authorization by City. City shall grant such authorization if disclosure is required by
law. All City data shall be returned to City upon the termination of this Agreement.
Contractor's covenant under this section shall survive the termination of this
Agreement.
8.0 ENFORCEMENT OF AGREEMENT.
8.1. 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.
8.2. 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
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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 8.8.
8.3. 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.
8.4. 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.
8.5. 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.
8.6. 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.
8.7. Termination Prior to Expiration of Term. This section shall govern any
termination of this Agreement, except as specifically provided in the following
Section 8.8 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
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Schedule of Compensation or such as may be approved by the Contract Officer,
except as provided in Section 8.3.
8.8. 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 8.2, 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 8.3.
8.9. 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.
9.0 CITY OFFICERS AND EMPLOYEES; NONDISCRIMINATION.
9.1. 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.
9.2. 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.
9.3. 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.
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10.0 MISCELLANEOUS PROVISIONS
10.1. 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: Timothy R. Jonasson
78-495 Calla Tampico
P.O. Box 1504
La Quints, CA 92247-1504
To Contractor:
Dan Eichmann
DDL Traffic, Inc.
4677 Willowbend Court
Chino Hills, CA 91709
Phone: (714) 321-7513
Fax: (909) 606-2576
10.2. 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.
10.3. Exhibits; Precedence. All documents referenced as exhibits in this
Agreement are hereby incorporated in this Agreement. In the event of any material
discrepancy between the express provisions of this Agreement and the provisions
of any document incorporated herein by reference, the provisions of this
Agreement shall prevail except as otherwise provided in Section 1.7.
10.4. 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.
10.5. Severability. In the event that any one or more of the phrases,
sentences, clauses, paragraphs, or sections contained in this Agreement shall be
declared invalid or unenforceable by a valid judgment or decree of a court of
competent jurisdiction, such invalidity or unenforceability shall not affect any of the
remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement
which are hereby declared as severable and shall be interpreted to carry out the
intent of the parties hereunder.
10.6. 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.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
dates stated below.
CITY OF LA QUINTA,
a Salifornia municipal corporation
�� �`
THOMAS P1 GENOVESE, City k4anager
Dated: Y/I
ATTEST:
LUYA
VERONICA J. MON CINO, CMC, C"
Clerk, La Quinta, California
APPROVED AS TO FORM:
M. KATHERINE JENSON, City Attorney
City of La Quinta, California
Lass Rvviud-728/11 •14.
CONTRACTOR:
By: x-j"" "i '•
Name:
Title:
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
dates stated below.
CITY OF LA QUINTA,
a California municipal corporation
60 ED IN COUNTERPART
THOMAS P. GENOVESE, City Manager
Dated:
ATTEST:
SIGNED IN COUNTERPART
VERONICA J. MONTECINO, CMC, City
Clerk, La Quints, California
APPROVED AS TO FORM:
M. KATHERINE JENSON, City Attorney
City of La Quints, California
Last Revised •7/28/11 .14.
CONTRACTOR:
i
By:
Name:
Title:
LF�1
DDL Traffic Inc.
Dan Eichmann
4677 Willowbend Court
Chino Hills, Ca 91709
PH # 714-321-7513
FX # 909-606-2576
California Contractor License # 910814
Tim Jonasson
City of La Quinta
Director of Public Works
PO Box 1504
La Quinta, Ca 92247
PH # 760-777-7000
FX # 760-777-7155
Regarding Scope of Work :
Dear Tim,
7-27-11
Thank you for this opportunity to provide you with the scope of work for the City of
La Quinta. We have listed some of the items we would be assisting with.
Assisting in troubleshooting and repairs of electrical equipment malfunctions
Assisting In repairs and replacement of traffic signal poles and vehicle indications
Assisting in troubleshooting and replacement of signal conductors
Due to the unique relationship in helping to establish your Traffic Signal maintenance
program over the past year, DDL will be able to provide the City of La Quinta with
more specific knowledge in the areas of Emergency Vehicle Preemption, Battery Back
Up Systems, Video and loop Detection.
The price of $ 75.00 per hour includes one qualified technician to assist your Senior
Traffic Signal Technician with various duties.
DDL Traffic Inc would be on a 24 hour call to assist your technician over the phone
and If required to assist him in the field during after hours. The rate of $ 75.00 per
hour will include travel time from portal to portal.
DDL and your technician will work as a team to resolve maintenance and emergency
issues.
If you have any questions, please call me at 714-321-7513
Thank you,
Dan Eichmann
Exhibit C
Schedule of Performance
Contractor shall complete all services within the tern of this agreement.
2479/016610-M2 I
999772,01e=28/11
Exhibit D
Special Requirements
7. DDL Traffic, Inc. will be on call 24 hours to assist the City.
2479/01561041002
999772.01 a07/2V] I
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE RW IT CAREFULLY
AUTOMATIC ADDITIONAL INSURED$ ENDORSEMENT
CONSTRUCTION CONTRACTS
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE FORM
I
This endorsement changes the policy effective on the inception dtilte of the policy unless another date is
indicated below.
Attached to and forming a part of Policy
Number
Endorsement Elf
r Tr
active
Endorsement Number
mm
yy
01
148BW18345
p
/ ` I //
kito awro it mm®tum ,s requlree omy wnen mis enaotsement Is
This endorsement is provided in consideration of an additional
Premium: Included Exposure: Only the person or
Who Is An Insured (Section 10 is amended to
include as an insured any person(s) or
organization(s) (hereinafter called "additional
insuredl with whom you agree, by virtue of a
written construction contract, written construction
agreement or permit (all of these hereinafter called
"Contract"). that is an insured contract," to name as
an insured with respect to liability arising out of your
ongoing operations performed on the project
specified in the construction contract, including acts
or omissions of the Additional Insured in connection
with the general supervision of such operations,
Except as provided above, this insurance does not
apply to any "bodily injury," "property damage" or
"personal and advertising injury" arising out of or
resulting from the neglect or negligence of the
Additional Insured described in this endorsement.
The Company will have no duly to defend any "suit"
which alleges neglect or negligence of the
Additional Insured.
Such insurance as Is afforded by this endorsement
will only extend as is required by the Contact and
will in no event provide for insurance not afforded
by this policy.
to prepatatlon of the policy,)
eyk)4,tL — /—/(.— //
named Classification Code: 49950
Insurance 'afforded by this endorsement applies
provided tlia "bodily injury", *property damage" or
'personal a rxi advertising injury" occurs subsequent
to the execution of the Contract and further
provided t at the "bodily injury", "property damage"
or "personal and advertising injury' arises from
your work' performed during the policy term.
Coverage for liability assumed by the Named
Insured in a Contract shall only be to the extent of
the negligence or fault of the Named Insured
according o applicable principles of comparative
fault.
B other vali and collectible insurance is available to
the additio ial insured for a loss we cover under
Coverage or B of the Coverage Form to which
this ender ement apaches, then the additional
insured mi st also terrier any loss to each such
other insu ance. Should such other insurance
apply, then this insurance is excess over any other
such insu IInce,
This insura(uce does not apply to any "bodily injury"
m:
a. An "employee" of any insured, or a person
hirf d to do work for or on behalf of any
insured or a tenant of any insured, that
arises out of and in the course of:
BG-G-305 05 03 1 Page 1 of 2
ADDITIONAL INSURED - OWNERS, LESSEES OR CONTF ACTORS (continued)
(1) Employment by any insured; or
(2) Performing duties related to the
conduct of any insured's business; or
b. The spouse, child, parent, brother or sister
of that "employee" as a consequence of
Paragraph a. above.
This exclusion applies:
a. Whether the insured may be liable as an.
employer or in any other capacity; and
b. TJ any obligation to share damages with or
re ay someone else who must pay
darnages because of the injury.
These pro isions and exclusions apply in addition
to those c ntained in the Coverage Form. All of the
provisions and exclusions of the policy that apply to
LIABILITY COVERAGES also apply to this
BG-G•305 05 03 i Page 2 of 2
'`L�" CERTIFICATE OF LIABILITY IN URANCE °" �`""'°°""YY'
06128/2011
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATIO40
OLY AND CONFERS N RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALT THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT TWEEN THE ISSUING INSUREWS), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is On ADDITIONAL INSURED, the pollcy(les) must be a oreed. H SUBROGATION IS WAIVED, subJeU to fhe
terms and older In lieu
of the policy, certaimean p°Ileks may require an endorsement. A state ant on this certificate does not confer rights to the
certificate holder In Ilan of such entl°rsemantlxl.
Bliss & Glennon, Inc.
C/O Damien insurance Agency
430 E Foothill SM
San Dimas
INSURSID
DDL Traffic Inc
Dan Eichmann
4677 Willow Band Ct
Chino Hills
CA 91773
CA 91709
THIS IS TO CERTIFY THAT THE POLfCIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY
INR
HE INSURED NAMED 4ABOVE FOR THE POLICY PERIOD
OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
P ID CLAIMS.
TYPE OF INSURANCE
POLICY NUMBER
FF
10111612DI1
END
�I 116/ZD72
LIMITS_
A
GENERAL LMSWTY
X COMMERCMLGENERAL LIABILITY
CLAIMSMADE
��,[—
'
148BWI587O
f�
EACH OCCURRENCE
$
PREMISESIEe ac,v`nm
$
MED EXP An me VI
.
S
. OCCUR
PERSONN.QAW INJURY
S i O
J
GENERAL AGGREGATE
S 2 QQO DOD
GEN'L AGGREGATE LIMIT APPLIES PER:
POLICY' ' - LOC
PRODUCTS -GOIIPA)P AGO
f
$
AVTOMOBILE MABILITY
ANY AUTO
r�i
COMBINEDSaALE LIMIT
IEa eccitlaN)
E
ALL OMTIEDAUTOS
-
BODILY INJURY(Perperem)
S �.
SCHEOULEDAUTO6
BODILY INJURY(1W a .()
S
PROPERTY DAMAGE
(Pers del)
'S -
;
HIREDAUTOS
NON.OMNED AUTOS
S
$
j
UMBRELU LIAS iOCCUR
EXCESS Luts I CLAIMS -MADE T"'
j'�
I
I
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$
AGGREGATE
E
DEDUCTIBLE
S
RETENTION S
wmeNme corM+' LI AnoN i
ANDPROPRIYERFUPART LITY YIN
ANYPROPRIETpUPARTNER/E%ECUTIVE
OFFICERNEMSER E)fCLUDE09 ❑�N/A�-.
'
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EI. DISEASE -EA EMPLOYE
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I
r
DESCRIPTIONOFOPERAnOKILOCAn.N./VEHICLES 1AN ACORD 101,Mdk!"W RemerkeeNPAUN, k,npn epme Ie re
WnAI
CITTY OF LA QUINTA SHOULD ANY OF T
EXPIRATION oars r
78-495 CALLE TAMPICO POLICY PROVISIONS.
LA QUINTA, CA 92253
0
1988 2009 ACORO
ACORD 26 (2009/09) The ACORD name and logo are registered marks f ACORD
?ORE THE
YATN THE
6,1W g.l. It
A� o� CERTIFICATE OF LIABILITY INSURANCE
05124 o°11
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION 13 WAIVED, subject to the
terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder In lieu of such endorsement(s).
PRODUCER State Farm Insurance
Roy Jefferson Agent, License #0635422
125 S. Chaparral Court, Suite #205
OAnaheim Hills, CA 92808
CONTACT
NAME: Sonia Murie9a
Pt FAX 2 a1
ADDRESS,
INSURE S AFFORDING COVERAGE
NAIC0
INSURER A: State Fenn Mutual Automobile Insurance Company
1
INSURED Daniel Eichmann
4677 Willow Bend Ct
Chino Hills, CA91709-3383
INSURERS:
INSURER C:
INSURER D:
INSUE
WSURRERER F:
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONSAND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INS
LTR
TYPE OF INSURANCE
POLICY NUMBER
POUCYEFF
M
P LICYEXP
NMUDDNYYYI
LIMITS
GENERALLWBIUTY
COMMERCIAL GENERAL UABIUTY
CLAIMS -MADE F-IOCCUR
EACH OCCURRENCE
$
PREMISES Ea =cferIce
$
MED EXP (Any one parecn)
$
PERSONAL BADV INJURY
$
GENERAL AGGREGATE
$
GEN'L AGGREGATE LIMIT APPLIES PER:
POLICY PRO- JECTLOC
PRODUCTS-COMP/OPAGG
$
E
AUTOMOBILE
LIABIUW
ANY AUTO
ALL OWNEDSCHEDULED
AUTOAUTOS
HIRED AUTOS AUTOS EO
93 GMC
y
3115596-A08-75
1GDKC34F8PJ517658
01/08/2010
01/08/2012
COMBINED SINGLE UMIT
E
BODILY INJURY Per person)
$ 1,000,000
BODILY INJURY(Porexldem)
$ 1,000,000
PROPERTY
emESYraDAMAGE
$ 1,000,000
X
$
UMBRELLA LUU3
EXCESSI1B
OCCUR
CLAIMS -MADE
EACH OCCURRENCE
$
AGGREGATE
$
DED I I RETENTION$
$
WORKERS COMPENSATION
AND EMPLOYER$'UABIUIY
ANY PROPRIETOR/PARTNER/EXECUT(VE YIN
OFRCEIMEMBER EXCLUDED?
(MandaroryMNH)
It yes, tlesvWe antler
NIA
❑
V,C STATU- OTH-
T ER
E.L. EACH ACCIDENT
$
E.L. DISEASE - EA EMPLOYE
f
E.L. DISEASE -POLICY LIMIT
f
DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (Attach ACORD 101, Additional Renrrlu ScheduN, Smote apace Is tequfeii)
CERTIFICATE HOLDER CANCELLATION
And Additional Insured:
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
The City of La Qulnta
ACCORDANCE WITH THE POLICY PROVISIONS.
78.495 Calls Tampico
AUTHORIZED REPRESENTATIVE
La Quints, CA 92253
01988-2010 ACORD CORPORATION. All rights reserved.
ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD 1 D01486 132849.6 11-15-2010
fool
CITY of LA 4U%WA
78405 CALLS TAMPIOD
LA W1TMA CA e22sa-20vo
Title 0 to Mrtily Ow we hwo
C Horn blewM,ce Conedeeim
Or to IOU
Tide Policy 4 Mt , eW,jeo! b eMbelldi6
we w41 alI;.
ep
WYa You 10 drys advatoL ,
of biwm= i!
�bv dre PuBt7 Iktsd b net n, ba
w1N respect b whioh Cortiflote is
afforded by dm Policy described
hw* i
I,
1'
Authorised pawwawve;i
HIWLOYER,S LIABILITY LIMIT 14U
EIWDRH mw N1600-.EICFHIAlW,77i};}y
lNDDRSEMENY #lac - dIMENEZ, pIl
EIOMBaENT d100D - is Ex
ENMS"w plow - HIGMASHf, laW
i
it
EMPLOYER �.
'a
DDL TTtAPFi6, INC.
4677 WILLOW UM CI
OM RILLS CA 01700
i
;E
au.,r.e•lota ;L .
is
GERTI'IOLDER COPY
X 420807, SAN pRANaSCO,CA
LATE OF WORKERS- cc)mpENCA,
1BElesam,l
e
SC
wore" Cwognu*m
W Ww eane4 be1w, fc, W e Ki
e� approved by Dw
the Farad except :dor: 10 dare edM:nCe
Man notice 10 t!N ampbyer,
6heWd this Policy be e,,Ww prior
r1.erlrMl exPiredoh
Policy and cloge pat
a"Y t: emard, ex4nd r
umrwro "My laved 4f
r: U:e oovaePe efiadod
trier of do
or baoMiie_,4
lest re BE the lame exciueMrrq end
amen[
�e
of wah Policy.
L'elLler F
.
INS DEFENSE tp3'FS: f1,000,0p0
C
HL PRESIDF.l1T - EXCLUDED.
i
Ttw - EXCLUDED.
FO VICEPRES - EXCLUDED.
IE SECWART - EXMAM=.
.
(811,&CJ
PRI Da-p6-4C17
Ir-