Republic Its/Traffic Signal Maint 111
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 Republic Intelligent Transportation Services 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 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 On -call 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,
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which may be imposed by law and arise from or are necessary for the performance
of the services required by this Agreement.
1.4. Familiarity with Work. By executing this Agreement, Contractor
warrants that (a) it has thoroughly investigated and considered the work to be
performed, (b) it has investigated the site of the work and fully acquainted itself
with the conditions there existing, (c) it has carefully considered how the work
should be performed, and (d) it fully understands the facilities, difficulties and
restrictions attending performance of the work under this Agreement. Should
Contractor discover any latent or unknown conditions materially differing from
those inherent in the work or as represented by City, it shall immediately inform
City of such fact and shall not proceed except at Contractor's risk until written
instructions are received from the Contract Officer (as defined in Section 4.2
hereof).
1.5. 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 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.
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 130) 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 Maieurs. 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 September 1, 2011 and
terminate on August 31, 2012 (initial 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. Jill Petrie, Project Manager
b. 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 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
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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
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 per
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:
S.B. 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 Calls Tampico
P.O. Box 1504
La Quints, CA 92247-1504
To Contractor:
Republic Intelligent Transportation
Services, Inc.
Attention: Jill Petrie, Project Manager
2240 Business Way
Riverside, CA 92501
Phone: (951) 784-6600
Fax: 1951) 784-6700
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, CONTRACT
a California municipal cor ration
By:
THOMAS P. GENO ESE, City Manager Name: C1 GL
Dated: m/. � : (o Title: St• S�
APPROVED AS TO FORM:
M. KATHERINE JENSON, City Attorney
City of La Quints, California
Lasip viwd-7rM1 -14-
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
dates stated below.
CITY OF LA QUINTA, CONTRACTq� /
a California municipal corporation /
By:
THOMAS P. GENOVESE, City Manager Name: C'lia5��
Dated: Title:St"• SIGN
ATTEST:
VERONICA J. MONTECINO, CMC, City
Clerk, La Quints, California
APPROVED AS TO FORM:
M. KATHERINE JENSON, City Attorney
City4f La Quints, _qplifonlla
imeRG*W-72b11 -14-
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Exhibit A
Scope of Services
1. Services to be Provided:
Republic Intelligent Transportation Services, Inc. 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 Quinta.
2. Performance Standards
Republic Intelligent Transportation Services, Inc. will provide the City of La
Quints with a maximum of a 2-hour emergency response time.
Republic Intelligent Transportation Services, Inc. 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.
2479/015610.OM _1-
999772.01 s0V28tl1
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 and
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.
2479101561W02
999772,01 a07 BA I
Republic
ITS
Intelligent
Transportation
Services
July 18, 2011
Mr. Hector Guzman
City of La Quinta
78-495 Calle Tampico
La Quints, Ca. 92253
Proposal for the Extension of the Traffic Signal Maintenance / On Call Services
Through the Dates of Sept 1, 2011 to Aug 31's 2012
Mr. Guzman, Traffic Signal Maintenance / Public Works Department
At this time we are offering extend our Traffic Signal Maintenance & Extra Ordinary on Call Service
Agreement for the term indicated above. The current agreement will expire on Aug 31' 2011; I have attached
a copy of the pricing schedule with our current rates, there has been a 2.9% CPI increase since last year.
All emergency work is to be completed on a time & material bases at the prices listed, or by written and
accepted proposals.
This offer shall expire 60 days from the date hereof and may be withdrawn by us at any time prior thereto
with or without notice. This offer supersedes any prior offers, commitment or orders, contains all terms,
conditions and warranties and when accepted, constitutes the entire contract between the parties. The
resulting contract shall not be modified except by formal written amendment. This offer shall be accepted by
delivery of a copy ofthis offer duly signed by the City of La Quinta Representative.
Respectfully,
Jill Petrie
Republic ITS
Riverside Office
(951) 784-6600 Office
(951) 784-6700 Fax
(909) 376-5692 Cell
ioetrie(& ublicits.corn
ACCEPTED
CITY OF LA QUINTA
(951) 784-6600 - Fax (951) 784-6700 - 2240 Business way, Riverside, Ca.
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Exhibit C
Schedule of Performance
Contractor shall complete all services within the term of this agreement.
2479/015610-0002
999772.OlaD726/11
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Exhibit D
Special Requirements
1. The Contractor will deliver any salvageable equipment, materials
or supplies to the City Corporation Yard.
2. The Contractor shall only respond to calls for services from City
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 e07MI
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W -tW 8.01
A� Rom® CERTIFICATE OF LIABILITY INSURANCE
t=iml y"Y'
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(les) must be endorsed. 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
certficate holder in lieu of such endorsemen s).
PRODUCER
MARSH USA, INC.
445 SOUTH STREET
MORRISTOWN, NJ 07960-6454
CONTACT
NAME'
PHONE FAX AC xo:
ADDRESS:
INSURE S AFFORDING COVERAGE
NAIC0
INSURERA;HOI-Gating America Insurance Company
41343
1001 29-REPUB-1 0/11 RE31M SACHS 1185 NOC60
INSURED
REPUBLIC INTELLIGENT TRANSPORTATION
INSURERS: Liberty Mutual Fire Ins Co
23035
INSURER C : Uberty Insurance Corporation
42404
SERVICES, INC. DBA REPUBLIC ITS
371 BEL MARIN KEYS BLVD, #200
NOVATO, CA 94949-5699
-
INSURER D:
-i�]
MSURER E :
INSURER F:
COVERAGES CERTIFICATE NUMBER: NYO005951186-07 REVISInM NIrMRrR-
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,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSRR
TYPE OF INSURANCE
AWL
SUM
POLICYNUMBER
POLICY OFF
MMIDDIYYYY
POLICY EXP
MM
LIMITS e.
A
GENERAL LIABILITY
X COMMERCIAL GENERAL LIABILITY
CLAIMS -MADE aOCCUR
GLD11101-02 -
10/01/2010
10/01/2011
'
EACH OCCURRENCE
$ 1,000,000
A A
PREMISES Ea occunenca
$ 1,000,000
MED EXP(My one Person)
$ 100,000
PERSONALS ADV INJURY
$ 1,000,000
GENERAL AGGREGATE
$ 7,500,000
GEN'L AGGREGATE LIMIT APPLIES PER:
X POLICY 7 PRO- LOC
PRODUCTS - COMPIOP AGG
$ INCL.
f
B
AuroMoinu
Luuii m
ANY AUTO
ALL OSCHEDULED
AUUTOSS AUTOS
HIRED AUTOS NON -OWNED
X AUTOS
AS2-631-004334-210
1OV/2010
10NV2011
COMBINED SINGLE UNIT
Ea acddeM
2,000,000
X
BODILY INJURY(Per person)
$ N/A
X
Per accient1 BODILY I NJURY(d
$ N/A
X
PROPERTY DAMAGE
Per accident
E NIA
$
A
X
UMBRELLA LAS
EXCESS LUIB
X
OCCUR
CLAIMS -MADE
CUD11102-02
10MI2010
10/0112011
EACH OCCURRENCE
$ 2,000,000
AGGREGATE
$ 2,000,000
DED I I RETENTION$
$
C
C
C
WORKERS COMPENSATION
AND EMPLOYERS• LUMBIMTY'MITS
ANY PROPRIETORIPARTNERIEXECUTIVE YIN
OFFICER/MEMBER EXCLUDED?
(Mandatory In NH)
It yes, describe under
DESCRIPTION OF OPERATIONSbelow
NIA
WA7-6 D-0 -010(AOS)
WC7-631-004334-020(OR,WI)
EW7$3N-004334-040 (OH).
'•$500K LIMIT/S500K SIR"
10/01/2010
10/012010
10N12010
/01 01
10/01/2011
101012011
WC STATU. OTH-
ER
E. L. EACH ACCIDENT
E 1,000,000
ELDISEASE-EAEMPLOYE
E 1,000,000
E.L. DISEASE -POLICY LIMIT
f 1,000,000
DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (Attach ACORD 101, AddNonal Ramares SehWale, U mom apace Is niqulred)
E: MAINTENANCE SERNCE CONTRACT.
EEATTACHED.
CITY OF LA QUINTA
ATTN: PUBLIC WORKS
78-495 CALLE TAMPICO
LA QUINTA, CA 92253
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORRED REPRESENTATIVE
of Marsh USA Inc.
Manashi Mukhedee �1RcLv�yon.: �4wAitaaA.�.ey
(O 13SS-ZU1U ACORD C(7RPORATIUN. All ngrITS r8S81V8d.
ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD
AGENCY CUSTOMER ID: 100129
LOC #: Morristown
ADDITIONAL REMARKS SCHEDULE
Page 2 of 2
AGENCY
NAMED INSURED
MARSH USA, INC.
REPUBLIC INTELLIGENT TRANSPORTATION
SERVICES, INC. DBA REPUBLIC ITS
371 BEL MARIN KEYS BLVD, #2D0
POLICY NUMBER _
NOVATO, CA 94940-5699
CARRIER
NAIC CODE
EFFECTIVE DATE:
ADDITIONAL REMARKS -
THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM,
FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance
RE: MAINTENANCE SERVICE CONTRACT.
THE CITY OF LA QUINTA AND ITS OFFICERS AND EMPLOYEES ARE HEREBY ADDITIONAL INSURED AS OBLIGATED UNDER CONTRACT. SUCH INSURANCE AS IS AFFORDED BY THE ADDITIONAL
INSURED ENDORSEMENT SHALL APPLY AS PRIMARY INSURANCE & OTHER INSURANCE MAINTAINED BY THE CERTIFICATE HOLDER SHALL BE EXCESS ONLY & NOT CONTRIBUTING WITH
INSURANCE PROVIDED UNDER THIS POLICY.
WAIVER OF SUBROGATION IS EFFECTUAL
IF THESE POLICIES ARE CANCELLED FOR ANY REASON OTHER THAN NON-PAYMENT OF PREMIUM, THE INSURER WILL DELIVER NOTICE OF CANCELLATION TO THE CERTIFICATE HOLDER UP TO 60
DAYS PRIOR TO THE CANCELLATION OR AS REQUIRED BY WRITTEN CONTRACT, WHICHEVER IS LESS,
ACORD 101 (2008101) ® 2008 ACORD CORPORATION. All rights reserved
The ACORD name and logo are registered marks of ACORD
POLICY NUMBER: GLD11101-02
COMMERCIAL GENERAL LIABILITY
CG 201011 85
THIS ENDORSEMENT CHANGES THE POLICY. PLEASEREADIT 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 REQUIRED BY WRITTEN CONTRACT
It is agreed lhatthis insurance maintained pursuant to the written contract agreements shall be primary to, and
not contribute, with any insurance or self-insurance maintained by.the above, but only with respectto work per-
formed by or.on behalf of the Named Insured.
(If no entryappears above; information required to complete this endorsement will be shown in the Declarations as
applicable to this endorsement.)
WHO IS AN INSURED (Section Iq 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.
CO 26 10 1185 " Copyright, Insurance Services Ofiice,;lnc., 1964` Page 1 oft 0
WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
We have the tight to,recover our Payments from anyone liable for an inpii7 covered by this policy. We sill notenforce
our right Winst the person.or otganization named in the Sdiedule. (This agreement applies only to the extent that )Oil
perform wurk under a written contract that requires you to obtain this agneem' from us)
ent
This Weement, shall not, operate directly or in'directly to benefit any one not named in the Schedule.
This',endorsement has not been approved and 4does -not'ipply in the state uf'Pchnsylvarea.
Schedule
ANY PERSON OR ORGANIZATION
REQUIRED BY WRITTEN CONTRACT
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WC 00 0313 Cupynght 1983 Nati,iixd Council on Compeiwtitmi Insurance
(Ed. 4.84)