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Republic Its/Traffic Signal Maint 09MAINTENANCE SERVICES AGREEMENT THIS MAINTENANCE SERVICES AGREEMENT (the "Agreement') is made and entered into by and between the CITY Or LA QUINTA, a California municipal corporation ("City"), and Republic ITS ("Contractor"). RECITALS WHEREAS, City desires to utilize the services of Contractor as an independent contractor to provide the City with On -call Traffic Signal Maintenance & Emergency Response 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 Traffic Signal Maintenance & Emergency Response 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 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 Lest Revised 06/02109 -1- 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. Soecial 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. 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 ($25,000.00) (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. Last Revised W021W -2- 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 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 September 1, 2009 and terminate on August 31, 2010 (initial 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: Jill Petrie, Project Manager Last Revised 002/09 -3- .. And/Or Steven Teal, Operations 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 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. 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. Last Re ixd Ofi/UM -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, INDEMNIFICATION AND BONDS. 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. 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 exact 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,OOO 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 exact 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. Lei Fvised orWO9 -5- 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 suspended, voided, canceled or reduced in coverage or in limits except after 30 days' 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 (15) 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 5.1.7.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. 5.2. Indemnification. 5.2.1. Indemnification. 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 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 Last Revised OW2M9 -a- 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 C without the written consent of the Contractor. 5.2.2. 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. 5.2.3. 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. 5.2.4. 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. 5.2.5. No Waiver; Survival. Failure of City to monitor compliance with the requirements of this Section 5.2 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. 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: 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 Lag Beviwd 06/0219 -7- 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. 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 ofits 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. Wt Revised 06/02/09 -8- 6.5. 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. 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 last Revised 06/GM9 -9- 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. 8J. 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. Last ReAwd 06/02109 -10- 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: Timothy R. Jonasson 78-495 Calle Tampico P.O. Box 1504 La Quinta, CA 92247-1504 Telephone: (760) 777-7042 Fax: (760) 777-7155 Email: tionasson@la-guinta.org To Contractor: Republic ITS Attention: Jill Petrie, Project Manager 2240 Business Way Riverside, CA 92501 Telephone: (951) 784-6600 Fax: (951) 784-6700 Email: ipetrie@republicits.com 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. Exhibits: Precedence. All documents referenced asexhibits 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. 9.4. 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. 9.5. Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder. 9.6. Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on last Revised 06MM -11- 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 corp ration Thomas P. Genove e, City Manager Dated: (ZI51oa Clerk, L a nta, "California APPROVED_ AS-TO;FORM: M. KATHERINE JENSON, City Attorney Citv of La Quinta, lifornia,) Last Revised 06/02/09 - -12- CONTRACTOR: By: Nan Title Exhibit A Scope of Services 1. 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 of La Quinta 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 of La Quinta's approval. 2479/016610-0002 999772.01 OVUM a Jtute 23.2009 Mr. Hector Guzman City of La Quinta 78 495 Calla Tampico La Quinta, CA. 92247 ! Dear Mr. Guzman: Republic ITS welcomes the opportunity to submit this proposal for On cell Traffic Signal Response for your review. Republic, ITS is a California licensed electrical contractor and transportation engineering fitiri founded in 1991 (CA , License #647154)<.The company specializes in the emergency' and normal mairad aace, testing, repair, and replacement of traffic signals, LED traffic.signal lamp installations, and streetlight maintenance. Republic rM national staff.of nearly 200 employees includes an array of well qualified technicians with international Municipal Signal Association MFW Certifications up to and including Level III and the States NBC Wttification as well. Republic TTS is currently responsible for mainlaimng.tmffic signals for a total.of 70 cortmunities in Southern California Our Corporate Headquarters is located.in the San Francisco Bay Area with seven field offices .. throughout California, Massachusetts, Washington D.G. and Texas. The cantactpersons forWsprojectare as follows: Republic ITS Republic ITS Mrs. All Petrie W. Steven Teal Project Manage Operations Manager 2290 Business Way 1266 N. La Loma Circle RiveWft Ca. 92501 Anaheim, CA 92805 Telephone (951) 784-6600 Telephone (714) 630-2106 Fax (951) 784-6700 . Fax (714) 630-2829 jpetrie®tepublicits.com stealOrepublicits.coin With an office located in Riverside we are able to offer your City a 2 hour emergency response time. We cuirerrily have eight qualified traffic signal technicians working from this facility, with.a fully stock warehouse and office staff for alLof your needs. Per your request please review the attached rate "sheet that we are able to offer the City of La Quints at this tune. Please also feel free to contact the if you have any questions in regards to this proposal: ` ectiv0y, I: Petrie JAi petrie Project Manager Exhibit B Schedule of Compensation Payment shall be on a "Fixed Fee" basis in accordance with the Contractors Schedule of Compensation attached herewith for the work tasks performed in conformance with Section 2.2 of the Agreement.. Total compensation for all work performed under the Agreement shall not exceed Twenty-five Thousand Dollars No Cents ($25,000.00) except as specified in Section 1:6 - Additional Services of the Agreement. Additional authorized services will be billed at Contractor's then current hourly consulting rates. Contractor's current hourly rates are set forth in the attached rate schedule. 24791015610-0002 999772.01 070/09 �o to 0)0 WOm ig N +co l p A N C C mm N CD >y W CD CD N d a to ty 69 w �,rii ww ww o �p� op cn v°p�irn -�,.bb *00. 00tN110 (I1 0 00 wwwww 14.69'o y OCn N �N GIN 0 0 N O CNT O O � w w w m w N O (T O 0 O 0 I J 01 C 0 f J CA 0 0 0 m N CD N N (D fD O O O O O ooS O -O C c C c c i c c "1 1 1 1 0 O �myn G lu O a 0 ' o O . O { O w' N O s O 0 Exhibit C Schedule of Performance Contractor shall complete all services within the term of this agreement.. 2479/015610-0007 999772.01 s07/15/09 i -i P Special Reauirements 1. The Contractor will deliver any salvageable equipment, materials or supplies to the City Maintenance Yard. 2. The Contractor shall only respond to calls for services 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 2479/015610-0002 999772.01 a07/15/09 ACORDNe CERTIFICATE OF LIABILITY INSURANCE °09/2 nao8Y' PRODUCER Woodruff-Sawyer&Co. 88 Rowland Way, Suite 180 y Novato, CA 94945 (415) 878-2460 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # INSURED Republic Intelligent Transportation Services, Inc. (dba) Republic ITS 371 Bel Morin Keys Blvd #200 Novato, CA 94949-5699 I INSURER A: Everest National Insurance Com on��10120 INSURER a: Old Republic Insurance Company 24147 1NSURERC: INSURERD: INSURER E: COVERAGES 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, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR DO' - POLICY NUMBER FOUCTEFPECTIVE DATE IMMID01YO POUCYEXPIRATION DATE (MMIDUFM LIMITS B X GENERALLIABILITY CCURCLAIMSMADE AICG49560802 l0/QI/2QQ$ iQ/01�2QQ9 EACH OCCURRENCE 5 1,000,000 TA—VAETXMMMERCMLGEWRnALrL1QIUTY pR I p� 3OQ000 MED EXP Any am pem e) S 5,000 PERSONAL B AOV INJURY _ 5 1,000,000 GENERALAGGREGATE S 2,000,000 GENT. AGGREGATE LIMIT APPLIES PER: POLICY I x PER.-LOC PRODUCTS-CCMPIDP AGG 5 2000,000 B X AUTOMOBILELIAa1LITY ANY AUTO AUTO AICA49560802 10/01/2008 10/01/2009 COMBINED BUNGLE LIMIT (EA acddenll S 1,000,000 BODILY INJURY (Per peradn) S ALL OWNED AUTOS SCNEOULED AUTOS 'X HIRED AUTOS NON-0WNED AUTOS BOOILY INJURY tPereOidIU S PROPERTYDAMAGE S OARAGELIABILITY AUTO ONLY -EA ACCIDENT S OTHER THAN EA ACC 5 ANY AUTO S AUTO ONLY: AGG EXCESSIUMBRELLAUABILITY FACHOCCURRENCE 5 2,000,000 A }( OCCUR CLAIMSMADE 71C7000221081 10/01/2008 10/01/2009 AGGREGATE a 2,000,000 5 S DEDUCTIBLE S RETENTION S B WORRERSCDMPENSATIONAND EMPLOYERS' UABILRY ANYPROPRIETOMPARTNEIVEXECUTIVE OFFICERIMEMEER EXCLUDED) AICW49560803 1Q/QI/2QQ$ I0/11/2009 STATU• OTH- WCAY E.LEACH ACCIDENT S 1,000,000 E.L. DISEASE -EA EMPLOYEE 5 1,000,000 It yea, dexdbe under SPECV PROVISIONS below E.L DISEASE -POLICY LIMIT S I ,000,QQO OTHER 5 S DESCRIPTION OF OPERATIONS I LOCATIONS i VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT (SPECIAL PROVISIONS Maintenance Service Contract. Tile City of La Quinta and its officers and employees are named additional insured per farms CG 20 10 1 1 85, CA EN ON 0020 09 06 attached. Coverage is primary and nan•conttibutory, per form CC EN ON 0029 09 06 attached. CERTIFICATE HOLDER CANCELLATION 10 Day Notice rar NOn•PaYment of Premium SHOULD ANY OF THE ABOVE DESCRIBED POLICIES HE CANCELLED BEFORE THE EXPIRATION City Of La Quinta DATE THEREOF, THE ISSUING INSURER WILL fiV50MTXXXM MAIL 30 DAYS WRITTEN 78-495Colic Tampico NOTICE TO THE CERTIFICATE HOLDER NAMED TO THELEFF La Quinta, CA 92253�ppiK3gX�[r }{rl- IO(DYN}(r}yx-Oe�CIII{}(1NaGIdH 3QxkW1qx7NM- LOAN It: AUTHORIZED REPRESENTATIVE ACORD 25 (2001108)10 #; ©ACORD CORPORATION 1988 IMPORTANT If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must be endorsed. A statement an this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS 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). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the Issuing Insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. AU V KU Zb (ZUUIIUe) POLICY NUMBER: AICG49560802 COMMERCIAL GENERAL LIABILITY NAMED INSURED: Republic Intelligent Transportation Services, Inc. (dial Republic ITS THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES or CONTRACTORS [Form B] This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of person or organization: Any person or organization to which you are obligated by virtue of a written contract to provide insurance such is afforded by this policy, but with respects to (1) occurrence taking place after such written contract has been executed and (2) occurrences resulting from work preformed by you during the policy period. _ Coverage provided by this policy to the Additional Insured(s) shown In the Schedule shall be primary Insurance and any other insurance maintained by the Additional Insured(s) shall be excess and non-contributory, but only as respects any claim or liability determined to be the result of the sole negligence or responsibility of the Named Insured and only if required of the Named Insured by written contract. (If no entry appears above, information required to complete this endorsement will be shown In the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Sec(ion II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of "your work" for that insured by or for you. Name: City of La Quinta Address: 78495 Calle Tampico La Quinta, CA 92253 Maintenance Service Contract. The City of La Quints and its officers and employees are named additional insured per forms CG 20 10 11 85, CA EN ON 0020 09 06 attached. Coverage is primary and non-cantributory per form CO EN GN 0029 09 06 attached. . Additional Insured: The City of La Quinta and its officers and employees PRIMARY INSURANCE: Such insurance as is afforded by the General Liability policy is primary insurance and no other insurance of die additional insured shall be called upon to contribute to a loss CG 20 10 1185 Copyright, Insurance Service Office, Inc., 1984 OLD REPUBLIC GENERAL INSURANCE CORPORATION . CHANGES ADDITIONAL INSURED PRIMARY WORDING SCHEDULE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: COMMERCIAL GENERAL LIABILITY COVERAGE FORM Name of Additional Insured Person(s) Or Organization(s): City of La Quinto 78-495 Calle Tampico La Quinto, CA 92253 As required by written contract Location(s) of Covered Operations Maintenance Service Contract. The City of La Quinto and its officers and employees are named additional insured per forms CO 20 10 11 85. CA EN ON 0020 09 06 attached. Coverage is primary and non-contributory per form CO EN ON 0029 09 06 attached. Information required to complete this Schedule, if not shown above, will be shown in the Declarations The insurance provided by this endorsement is primary Insurance and we will not seek contribution from any other Insurance of a like kind available to the person or organization shown in the schedule above unless the other insurance is provided by a contractor other than the person or organization shown in the schedule above for the same operation and job location. If so, we will share with that other Insurance by the method described in paragraph 4.c. of Section IV — Commercial General Liability Conditions. All other terms and conditions remain unchanged. Named Insured Services, Inc. (dba) Republic ITS Policy Number Endorsement No. Policy Period Eansportation to Endorsement Effective Date: Producer's Name: Producer Number: 09/24/2008 AUTHORIZED REPRESENTATIVE DATE Additional Insured: The City of La Quintu and its officers and employees CG EN GN 0029 09 06 OLD REPUBLIC GENERAL INSURANCE CORPORATION ADDITIONAL INSURANCE WHERE REQUIRED UNDER CONTRACT OR AGREEMENT THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: BUSINESS AUTO COVERAGE FORM The following Is added to Section II - Liability Coverage, A. — Coverage, 1. Who Is An Insured: d. Any person or organization to whom you become obligated to Include as an additional Insured under this policy, as a result of any contract or agreement you enter Into which required you to furnish Insurance to that person or organization of the type provided by this policy, but only with respect to liability arising out of your operations or premises owned by or rented to you. However, the Insurance provided will not exceed the lessor of: 1. The coverage or limits of this policy, or 2. The coverage or limits required by said contract or agreement. City of La Quinta 78-495 Calle Tampico La Quinta, CA 92253 Maintenance Service Contract. The City of La Quinta and Its officers and employees are named additional insured per forms CIS 20 10 11 85, CA EN GN 0020 09 06 attached. Coverage is primary and non-contributory per form CG EN GN 0029 09 06 attached. Additional Insured: The City of La Quinta and Its officers and employees Republic Intelligent Transportation Services, Inc. (dba) Republic ITS 10/01/2008 AUTHORIZED REPRESENTATIVE 09/24/2008 DATE CA EN GN 0020 09 06