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Republic ITS / formerly Republic Electric Inc; 2005-10-26; PWGS298
^. of H Vftv AMENDMENT NO.4 TO EXTEND AND AMEND AGREEMENT FOR STREET LIGHT DAMAGE REPAIR SERVICES (Republic ITS formerly known as Republic Electric) (PWGS298) Jhis Amendment No.4 is entered into and effective as of the / r^ _ day 2008, extending and amending the agreement dated Octoberv26, 2005 (the Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Republic ITS (formerly known as Republic Electric), ("Contractor") (collectively, the "Parties") for Street Light Damage Repair Services. RECITALS A. On November 30, 2006, the Parties ratified Amendment No 1 to the Agreement to increase the unit costs by 4% in accordance with the Consumer Price Index and the provisions of the Agreement and to extend and fund the agreement for a period of one year; and B. On June 19, 2007, the City Council approved Agenda Bill 19,037 adopting Resolution No. 2007-141 authorizing the City Manager to amend this agreement for Street Light Damage Repair Services to an annual compensation amount not to exceed $250,000; and C. On July 19, 2007, the Parties executed Amendment No 2 to increase the annual compensation limit to $250,000 in accordance with Council Resolution 2007-141; and D. On October 24, 2007, the Parties executed Amendment No 3 to extend and fund the Agreement for one year; and E. The Parties have negotiated an increase to the unit costs of 4.6% in accordance with the San Diego Consumer Price Index and the provisions of the Agreement which is attached to and incorporated herein by this reference as Exhibit "A"; and F. The Parties desire to amend and fund the agreement for an additional one-year period ending October 26, 2009 in an amount not to exceed Two Hundred Fifty Thousand dollars ($250,000.00). NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby extended and funded for an additional one-year term ending on October 26, 2009 on a time and materials basis not-to-exceed Two Hundred Fifty Thousand dollars ($250,000.00). 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. City Attorney Approved Version #05.22.01 4. Contractor will complete all work described in Exhibit "A" by October 26, 2009 of this, and all subsequent agreement years. City Attorney Approved Version #05.22.01 5. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR CITY OI7 CARLSB corporatin/of tleCJ! LORRAINE M. WOOD City Clerk (e-mail address) City Attorney Approved Version #05.22.01 If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation. Agreement must be signed by one corporate officer from each of the following two groups. *Group A. **Group B. Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney Deputy City Attorney \\fdfps02\apps\userapps\Contract Administration\DocBinders\PWGS298\PWGS298 - Republic ITS - Amend4.doc CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of On personally appeared Name(s) of Signerfs) MEGAN KELLY CommlMlon # 1714398 Notary Public - California f Marln County 1 who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) 4s/are subscribed to the within instrument and acknowledged to me that •heifehe/they executed the same in Warier/their authorized capacity(ies), and that by bis/bei/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Place Notary Seal Above Signature. OPTIONAL - Signature of Notary Public zz Though the information below ;s not required by law, it may prove valuable to persons relying on the and could prevent fraudulent removal and reattachment of tf?;s form to another document. Description of Attached Document Title or Type of Document: Document Date: document . Number of Pages:. Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: D Individual D Corporate Officer — Title(s): D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: RIGHTTHUMBPRINT OFSIGMER Top of thumb here Signer Is Representing:. Signer's Name: D Individual D Corporate Officer — Title(s): D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: Signer Is Representing:. ®2007NationaINotaryAssociation.9350DeSotoAve.,RO.Box2402'Chatswor1h,CA 91313-2402-www.NationalNotary.org ltem#5907 Reorder: Call Toll-Free 1-800-576^827 MUTUALLY AGREED COVENANTS Exhibit A Agreement No. PWGS298 For Street Light Damage Repair Services With execution of Amendment No. 4 to Amend and Extend the Agreement for Street Light Damage Repair Services, PWGS298, it is hereby agreed by the Parties as follows: 1. All unit costs listed in the attached Labor and Equipment Cost Schedule may be increased by 4.6% in accordance with the Consumer Price Index for the Pacific cities and San Diego. \\fdfps02\apps\userapps\Contract Administration\DocBinders\PWGS298\PWGS298 - Republic ITS - Amend4.doc LABOR & EQUIPMENT COST SCHEDULE Exhibit A Agreement No. PWGS298 for Street Light Damage Repair Services Item Description with Item Unit Price or Lump Sum No. Price in Words Removal and disposal of damaged standard residential street light pole and site security at two hundred fifty- five dollars and zero cents each. Removal and disposal of damaged La Costa type street light pole and site security at two hundred fifty-five dollars and zero cents each. Removal and disposal of damaged downtown village area light pole and site security at two hundred fifty-five dollars and zero cents each. Removal and disposal of damaged collector/arterial street light pole and site security at two hundred fifty-five dollars and zero cents each. 10/05-10/06 Original Unit Price 10/06-10/07 Extension #1 Unit Price 10/07-10/08 Extension #2 Unit Price 10/08-10/09 Extension #3 Unit Price 10/09-10/10 Extension #4 Unit Price $255.00 $265.20 $274.22 $286.83 $300.02 $255.00 $265.20 $274.22 $286.83 $300.02 $255.00 $265.20 $274.22 $286.83 $300.02 $255.00 $265.20 $274.22 $286.83 $300.02 Item Description with Original Extension Extension Extension Extension #4 Item Unit Price or Lump Sum Unit #1 #2 #3 Unit No. Price in Words Price Unit Unit Unit Price Price Price Price 5. Removal and disposal of damaged prime/major areterial type street light pole and site security at two hundred fifty-five dollars and zero cents each. $255.00 $265.20 $274.22 $286.83 $300.02 6. Installation of City provided residential type street light pole and luminaire at five hundred sixty dollars and zero cents each. $560.00 $582.40 $602.20 $629.90 $658.88 7. Installation of City provided La Costa type street light pole and luminaire at five hundred sixty dollars and zero cents each. $560.00 $582.40 $602.20 $629.90 $658.88 8. Installation of City provided downtown village area type street light pole and luminaire at five hundred sixty $560.00 $582.40 $602.20 $629.90 $658.88 dollars and zero cents each. 9. Installation of City provided collector / arterial type street light pole and luminaire at six hundred fifty-five dollars and zero cents each. $655.00 $681.20 $704.36 $736.76 $770.65 10. Installation of City provided prime / major arterial type street light pole and luminaire at six hundred fifty-five dollars and zero cents each. $655.00 $681.20 $704.36 $736.76 $770.65 Item Description with Original Extension Extension Extension Extension #4 Item Unit Price or Lump Sum Unit #1 #2 #3 Unit No. Price in Words Price Unit Unit Unit Price Price Price Price 11. Installation of anchor bolt base complete in place at one thousand two hundred ninety dollars and zero cents each. $1,290.00 $1,341.60 $1,387.21 $1,451.02 $1.517.77 12. Installation of first 25' increment, or portion thereof, of 1 1/4" (typical) street light conduit, complete in place, at four hundred forty $440.00 $457.60 $473.16 $494.93 $517.70 dollars and zero cents each. 13. Street Light Technician for miscellaneous extraordinary work at seventy-five dollars and zero cents per hour. $75.00 $78.00 $80.65 $84.36 $88.24 ESTIMATED TOTAL AGREEMENT $250,000 $250,000 $250,000 $250,000 $250,000 AMOUNT: ACTUAL TOTAL AGREEMENT AMOUNT: $ $ $ AMENDMENT NO.3 TO EXTEND AND AMEND AGREEMENT FOR STREET LIGHT DAMAGE REPAIR SERVICES (Republic ITS formerly known as Republic Electric) (PWGS298) This Amendment No. 3 is entered into and effective as of the o _ <jay of _ &£fr6«utsJ _ , 2007, extending and amending the agreement dated October 26, 2005 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Republic ITS (formerly known as Republic Electric), ("Contractor") (collectively, the "Parties") for Street Light Damage Repair Services. RECITALS A. On November 30, 2006, the Parties ratified Amendment No 1 to the Agreement to increase the unit costs by 4% in accordance with the Consumer Price Index and the provisions of the Agreement and to extend and fund the agreement for a period of one year; and B. On June 19, 2007, the City Council approved Agenda Bill 19,037 adopting Resolution No. 2007-141 authorizing the City Manager to amend this agreement for Street Light Damage Repair Services to an annual compensation amount not to exceed $250,000; and C. On July 19, 2007, the Parties executed Amendment No 2 to increase the annual compensation limit to $250,000 in accordance with Council Resolution 2007-141; and D. The Parties have negotiated an increase to the unit costs of 3.4% in accordance with the San Diego Consumer Price Index and the provisions of the Agreement which is attached to and incorporated herein by this reference as Exhibit "A"; and E. The Parties desire to amend and fund the agreement for an additional one-year period ending October 26, 2008 in an amount not to exceed Two Hundred Fifty Thousand dollars ($250,000.00). NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1 . That the Agreement, as may have been amended from time to time, is hereby extended and funded for an additional one-year term ending on October 26, 2006 on a time and materials basis not-to-exceed Two Hundred Fifty Thousand dollars ($250,000.00). 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. 4. Contractor will complete all work described in Exhibit "A" by October 26, 2008 of this, and all subsequent agreement years. City Attorney Approved Version #05.22.01 5. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR ^A-MU^JM (sign here) (print name/title) (e-mail address) *By: CITY OF /fcARkSBAD, a itfunicipal corporation/of the/State of California By: LO City Clerk X^4&dl^ (e-mail address) City Attorney Approved Version #05.22.01 If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation. Agreement must be signed by one corporate officer from each of the following two groups. *Group A. **Group B. Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney City Attorney Approved Version #05.22.01 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of On personally r40ffih. before me, Date appeared ss. /Na /l. WOa/I &JLt. me and Title of Officer (e'g., "Jane Doe, Notary Public") L Name(s) of Signer(s) MfCANOUy Comm>men« 17144ft Mofofy PuMc * CoMwnto I ' * I /^personally known to me D proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Place Notary Seal Above OPTIONA Though the information below /s not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document , Title or Type of Document: ffr/fefafr/ *, i~ 5 JD Document Date:•ZZ/Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Narr D Individual . , CT Corporate Officer — Titlefe^VP £flf3//i££fy D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: Signer Is Representing: RIGHT THUMBPRINT OF SIGNER Top of thumb here Signer's D Individual B^ Corporate Officer — Title(s): D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: Signer Is Representing: RIGHT THUMBPRINT OF SIGNER Top of thumb here © 2004 National Notary Association- 9350 DeSotoAve., P.O. Box 2402 • Chatsworth, CA 91313-2402 Item No. 5907 Reorder: Call Toll-Free 1-800-876-6827 MUTUALLY AGREED COVENANTS Exhibit A Agreement No. PWGS298 for Street Light Damage Repair Services With execution of Amendment No. 3 to Amend and Extend the Agreement for Street Light Damage Repair Service, PWGS298, it is hereby agreed by the Parties as follows: 1. All unit costs listed in the attached Labor and Equipment Cost Schedule may be increased by 3.4% in accordance with the Consumer Price Index for the Pacific cities and San Diego. \\Um\apps\CityApps\Userapps\Contract Administration\DocBinders\PWGS298\PWGS298 - Republic - Amend3 - LabEquipCostSchedule.doc >0.om LLI UJ OHI I O(0 (Ooo UJ oUJ 00 DC Om 00O)<M V> 1 (A 8 0)(0 rea 00 CNI O H* §.l 1^ ^5 0ot< ^ UJ egeg eg o o c T ° 'co s« 8 XUJ z «*- re c E | oso> a UJ coo _ ° 2^- 0V •= "F OIO O)i: -cr-> C —' n Oegincoeg oqiriineg egeg eg egeg eg oeg coeg oeg iricoeg oqiriineg oqiriineg egeg eg egeg eg oeg iricoeg oqirimeg oeg coeg oq ineg 8T3 O52 o CX crLU co•oc<D Q. IDK. CM COO CMCOO E CO (D ^> (D E •0 0±; ^. T3 T30 CO3 CO TO 0 03 Q.i= ^^ 1 M- ^ *io •— *^ --si Removal and disposestandard residential stresite security at two hund^(j CO0 c0o 20N •o CO J2_co "o "*" 5.-i E (/) "Q 0 T3O) CCD CD 0CO 0 >"o o V 16?Ill •o^l « 8.£— >; co2^*O CO 'C E w R 0 O m010 w ^Q CO0 £c 8 20N T3 CO jl"oT3 eg "8,-i D3 « c ^ CO CD Q) /i\— Qj O ^^ i"^1.1 Removal and disposedowntown village area lisecurity at two hundred 1.coCD 0 J2c 8 20N T3C CO Q "5 CO "§.41 O) W P r^ CO CO ^J (D^ "o > Q CX M— **"' ^T Removal and disposecollector/arterial street li;security at two hundred 1.noCO0 £c 8 2a T3 CO CO .23 "o •O ^ T3 £ -0 O) ^* ^-co — ~v E — §co <j> x: ^J U_"S ^ M— ^ ° Q.*-Removal and disposeprime/major areterial tpole and site securityfifty-fivej= *O "oCD .£0 "8 42 SC -£ 8 I2«_c*^dollars and zeros\CityApps\Userapps\Contract AdrrQ.Q. fin ^ 1* 8co c .£-X1 LU CN *.1? 8co 5 -cs3Q- •RLU OCN c\io<D oCN c\ioCO oCNc\io CO COCOs CDCO CN (^COCO CO CO I Oa.'3 CTLU o LLJ CN00in c\CO10 CN00 oCN COCO oCN 00CO oCO oCO m COT3C Oq oCOin oq oCOm oq o COm oq ininCD oqinin CO oq oO)CN Cslwo COO | | "O o ^> .-. Q :§ ol 1 3__ ^_ — 0 "c ;£ "to 20 ~i- CO •O .2 o "2 Q. CO ~ 0 ° ^"6 ^^ §|1 ill CO /,i "°-*-• 0 r-CO Q. § CD OCO 0 _CO § 20N T3 CO is"o•n CO 0II CO ll. -"'co»i"O 13 pQ. CO ctt •t sO O) > § 0 'tO » 2 T3CO *= 0= to £- ti) Q. § ^ o CO0 _to 8 20N •D CO "o•o C "O§ co co ^ —o ® T3 ^ >0 .2s x2 'toIII "II'S i*=CO *-C 0 CO .2 CO CD -5S CD 'COCO CD.C 1=1 o CO0 c§ 20N T3 COeJO "o 00 ""•^ T3 O CO 0 fll— 0 T3 "T0 £ ^"° D)i£2 = i Installation of Cityarterial type streeluminaire at six hund•5CO0 to -*— •§ 20N T3 COeJO "o O> 1_ -Q 'ST coE 0 "oF o 0 "^ O) ~ o *^ S:Installation of City pnarterial type streeluminaire at six hundoCO0 to-1— ' § 2 8 cco JO "oT3 o"~ 0 T3 0 £ t§8 •*•• 0) O(0 5co •& "O "o co.a co t ^J Installation of anchoiin place at one tho0c 'c oCO0 CO•*-* § 20N c CO CJO "oT3 ^^ L_ •*-• 1—O 0 ~n F ^ " % c ^"o._ in 5 ~CN ^ 0 n^Installation of firstportion thereof, of 1light conduit, compkhundred fortyc\i T— JZ oi0 "a CO •§0 CD *2 Q 8 1 (A 1 dollars and zero\CityApps\Userapps\Contracl(/)a E = I0-F 8<f> -=; ~S^Q-LU OOo^cTinCMCO.2* 8<".£•£•R* LU OOO•tOmCN CN OS «w = -iS^Q- LU mcp O00 ooo o"mCM -2~ 8w -S -c •R1 LU O CD 00 ooof,omCM Oq in ooo I If .2 fj w f° ° f ^ Ql C 'C±: ^ Q. c o to<4— O ~ ^ O .9 0) ^ O -R ^ CD O (/) -1 8 CD ^^w > 1812 w >*-• "F CDW E w D0 i_ Q. "c 8 o CDN T! CO e_ro "o "D Z O < H Z UJ UJUJfto ?g QUJ V)UJ H O ZUJ2 UJUJa: 3 CO AMENDMENT NO.2 TO EXTEND AND AMEND AGREEMENT FOR STREET LIGHT DAMAGE REPAIR SERVICES (Republic ITS formerly known as Republic Electric) (PWGS298) This Amendment No.2 is entered into and effective as of the / 7 ^^ day of <""J/f 6uSf , 2007, extending and amending the agreement dated October 26, 2005 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Republic ITS (formerly known as Republic Electric), ("Contractor") (collectively, the "Parties") for Traffic Signal Maintenance & Repair. RECITALS A. On November 30, 2006, the Parties ratified Amendment No 1 to the Agreement to increase the unit costs by 4% in accordance with the Consumer Price Index and the provisions of the Agreement and to extend and fund the agreement for a period of one year; and B. On June 19, 2007, the City Council approved Agenda Bill 19,037 adopting Resolution No. 2007-141 authorizing the City Manager to amend this agreement for Street Light Damage Repair Services to an annual compensation amount not to exceed $250,000; and C. The Agreement, as amended from time to time will expire on October 26, 2007; and E. The Parties desire to amend and fund the agreement for the remainder of this term in an amount not to exceed Two Hundred Fifty Thousand dollars ($250,000.00). NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby amended and funded for the remainder of the current term ending on October 26, 2007 on a time and materials basis not-to-exceed Two Hundred Fifty Thousand dollars ($250,000.00) 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. City Attorney Approved Version #05.22.01 4. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CITY OF CARLSBAD, a municipal corporation of the State of California City Manager or Moyor- ATTEST: UDRRAir$ M. WOOD (] City Clerk w (e-mail address) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation. Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-President Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD)RJ3ALL, City Attorney Deputy City Attorney City Attorney Approved Version #05.22.01 RATIFICATION OF AMENDMENT NO. 1 TO EXTEND AND AMEND THE AGREEMENT FOR STREET LIGHT DAMAGE REPAIR SERVICES Republic Intelligent Transportation Formerly Known As Republic Electric, Inc. PWGS298 itjfication of Amendment No.1. is entered into and effective as of the day of ^to\>gj\Y\fr j£j> ^QfY^. 2006, extending and amending the agreement dated October 26, 2005, (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Republic Intelligent Transportation formerly known as Republic Electric, Inc. ("Contractor") (collective, the "Parties") for Street Light Damage Repair Services. RECITALS A. On October 26, 2005, the Parties executed the agreement which was awarded by Resolution No. 2005-318 approved by Agenda Bill #18,321 at the regular City Council Meeting on October 25, 2005. B. The Agreement, as amended from time to time expired on October 26, 2006 and Contractor continued to work on the services specified therein without the benefit of an amendment; and C. The Parties have negotiated an increase to the unit costs by 4% in accordance with the Consumer Price Index and the provisions of the Agreement therefore which is attached to and incorporated in by this reference as Exhibit "A", Labor & Equipment Cost Schedule; and D. The Parties desire to ratify the amendment to extend and fund the agreement for a period of one year, ending on October 26, 2007. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. Amendment No. 1 to the Agreement is hereby retroactively approved and the Agreement is hereby extended for a period of one year, ending on October 26, 2007 and funded in an amount not to exceed $100,000. 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. City Attorney Approved Version #04.11.01 4. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. (print name/title) (print name/title) *Lr&oiJLb\jc - (Lem CITY OF CARLSBAD, a municipal corporation of the State of California By: City Manager or Mayor ATTEST: LORRAWE M. WOOD City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation. Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-President **Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney By: Deputy City Attorney City Attorney Approved Version #04.11.01 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of Marin On 11/9/2006 before me, Date personally appeared Natricia Companey, Notary Public Name and Title of Officer (e.g., "Jane Doe, Notary Public") James A Wagner Name(s) of Signer(s) NMmCIACOMMNBr CommMon * 1621494 Nokxy PuMc - CoWofrta Morin County My Comm. Expire* Nov 14.2009 Place Notary Seal Above [^personally known to me n (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Amendment #1 Streetlight Repair/Maintenance Document Date:11/08/06 . Number of Pages:*TWO* Signer(s) Other Than Named Above:N/A Capacity(ies) Claimed by Signer(s) Signer's Name: James A Wagner D Individual O' Corporate Officer — Title(s): V P Engineering D Partner — D Limited D General ID Attorney in Fact D Trustee D Guardian or Conservator D Other: Signer Is Representing: Republic I RIGHT THUMBPRINT OF SIGNER Top of thumb here Signer's Name: D Individual D Corporate Officer — Title(s): D Partner — D Limited D General D Attorney in Fact n Trustee n Guardian or Conservator D Other: Signer Is Representing: RIGHT THUMBPRINT OF SIGNER Top of thumb here © 2006 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 Item No. 5907 Reorder: Call Toll-Free 1-800-876-6827 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of Marin On 11/9/2006 before me, Date personally appeared Natricia Companey, Notary Public Name and Title of Officer (e.g., "Jane Doe, Notary Public") Jeffrey L Asch Name(s) of Signer(s) - - -• --- — -"- f NAffilCIA COMPANEY L Commission # 1621454 I Notary Public - CaWomta \ MartnCourty My Comm. Expires Nov 14. Place Notary Seal Above ^personally known to me D (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Amendment #1 Streetlight Repair/Maintenance Document Date:11/08/06 Number of Pages: TWO* Signer(s) Other Than Named Above:N/A Capacity(ies) Claimed by Signer(s) Signer's Name: Jeffrey L Asch D Individual Signer's Name: D Individual Corporate Officer — Title(s): V.P. Secretary/TreasiiBgEorporate Officer — Title(s): D Partner — C Limited D General 3 Attorney in Fact D Trustee D Guardian or Conservator D Other: Signer Is Representing: Republic OS RIGHT THUMBPRINT OF SIGNER Top of thumb here D Partner — D Limited G General D Attorney in Fact D Trustee D Guardian or Conservator D Other: Signer Is Representing: RIGHT THUMBPRINT OF SIGNER Top of thumb here © 2006 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 Item No. 5907 Reorder: Call Toll-Free 1-800-876-6827 LUi -F 81 LU I £ 81 h- LU LU CO I ~ 81 a«IDLU D OCMinCOCM incoCM OCMin COCM oCMin COCM oqinmCM oqininCM oqinineg oqininCN | oj-n cQ 0- « Sol -D jfl t CO•o ^ "co 8Q.w ^ TJ CO RemovalR £O) "CD(D 1 CO•ssc.CDT>'<n 2?standardT3 ro ^L O 8 0 T3 ^ C(A CO OCOCD CO O 03 W *!i! 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CD 0 O Q.*-c ^» to 0 CD ^5 — 's ~™ 'E •—"*"* CD c "O 9-oS F* ^J 8 CDtoCO.Q "o-D 0 O CO •5 C *^o ro ±S COIS o . i: = CD-e "to o o S "0CD ^ H_,E ro co §|sC ^ CO ^ QL ih^.ECN *" QJ *- ^~ ^ 14-^" O k_ -*-*1 c ® 'uo £ -a•*: CCD c ^? ^m ^^ .-.» .___. CO ^-* CZ f— m v* f~ m vf t~\ ~~_C^ Cf~ C C7)"•• CO ^— CO CD «^" .^z CO CD "^— C^ i^z T3 ^^s CO "O CO O;y ^ o co CD .£ "2o2 O) to^8 CD CO fi 11C CO -P -FCO CD CO C TJ O 0s s a HUJ ZUJ UJ 0 SX UJUJ UJ o 9s H 3 1 ^g e 2 -1 o /TC CO *$CO CD < c> i-1 c\i co «€22 3 CTs3 § So UJII AGREEMENT FOR STREET LIGHT DAMAGE REPAIR SERVICES REPUBLIC ELECTRIC, INC. day THIS AGREEMENT is made and entered into as of the 4 * of &A municipal corporation, ("City"), and Rersublic Electric, Inc., a corporation, ("Contractor"). , 2005, by and between the CITY OF CARLSBAD, a RECITALS A. City requires the professional services of an electrical contractor that is experienced in street light system repair. B. Contractor has the necessary experience in providing professional services and advice related to street light system repair. C. Selection of Contractor is expected to achieve the desired results in an expedited fashion. D. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. The term of this Agreement will be effective for a period of one year for an amount not to exceed $250,000 and will cover damages incurred beginning September 1, 2005. The City Manager may amend the Agreement to extend it for four additional one-year periods or parts thereof in an amount not to exceed one hundred thousand dollars ($1 00,000) per Agreement year. Extensions will be based upon a satisfactory review of City Attorney Approved Version #04.01.02 1 5 Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION a. Compensation for biddable items shall be in accordance with the prices submitted on the Bidder's Proposal as submitted by the Contractor and approved by the City Manager upon award of the bid. b. City will provide all or part of the necessary repair/replacement materials at its discretion. When not provided by the City, materials shall be supplied by the Contractor at cost with a reasonable percentage for overhead and profit not to exceed 15%. 6. DUTY OF CONTRACTOR a. General i. Contractor is responsible for protecting all underground facilities at each work site. This includes notification of Underground Service Alert and coordination for markouts and joint meets when necessary. ii. Contractor is responsible for providing, placing, and removing all necessary traffic control devices. If adequate traffic control is not in place, Contractor must stop and Contractor will vacate the right-of-way until traffic control is satisfactory to the Public Works Director or approved representative. In cases where specific devices are required but not readily available to the Contractor, they may be borrowed from the City, when available. iii. All work performed by the Contractor will be in accordance with all applicable standard specifications. Non-conforming work shall be removed and replaced by the Contractor upon written notification by the Public Works Director. Any costs associated with the removal and replacement of non-conforming work shall be borne by the Contractor. iv. The Contractor shall provide and install barricades, delineator warning devices, and construction signs in conformance with the Manual on Uniform Traffic Control Devices (MUTCD) 2003 Edition as amended by the MUTCD 2003 California Sumlement. During adverse weather or unusual working conditions, additional traffic control devices shall be placed as directed by the Public Works Director. City Attorney Approved Version #04.01.02 2 a. Knockdowns i. Upon notification that a street light has been damaged, Contractor shall, within five (5) working days, respond to the site and remove the damaged pole and appurtenances. The Contractor shall secure the site so that it is free from debris and safe for pedestrian and vehicular traffic prior to departure. ii. Within five (5) working days following site security and debris disposal, the Contractor shall report all pertinent pole and luminaire information to the City so that replacement parts can be procured. iii. City staff may elect to have Contractor coordinate the purchase of all replacement parts necessary for each repair or complete this task in- house. Upon receipt of said materials, Contractor will notify City of reinstallation date. Reinstallation date shall occur within five (5) working days of receipt of materials. All repairs will be completed within fifteen working days following notification that the materials have been received unless otherwise approved by the Public Works Director or approved designee. a. Conduit ReDairs i. When notified by the City that conduit repairs are needed, the Contractor shall have five (5) working days in which to survey the site. Contractor shall report back to the City any unusual conditions. If no unusual conditions exist, Contractor shall schedule repairs and notify City of work date. Where unusual conditions exist, Contractor shall negotiate reasonable cost and time schedule adjustments with the City. Repairs shall begin within ten (IO) working days and shall be complete within fifteen (1 5) working days unless otherwise negotiated and approved by the Public Works Director or approved designee. 7. LIQUIDATED DAMAGES a. All work not completed within the time period allotted for said work shall be subject to the assessment of liquidated damages in the amount of $50.00 per affected work site per work day for each day beyond the specified completion time. Adjustments to completion time will be made for adverse weather conditions andlor other unusual conditions at the discretion of the Public Works Director or approved designee. 8. FUTURE ADJUSTMENTS City Attorney Approved Version #04.01.02 3 7 9. a. Annually, all costs specified in Section 5 “COMPENSATION” shall be subject to change, upon mutual agreement of the City and Contractor, to reflect cost of living increases or decreases in the costs of labor and equipment as dictated by market conditions. b. Periodically, during the course of this agreement, circumstances may arise that affect the Contractor’s expenses under the terms of this agreement due to cost increases beyond the Contractor’s control. Should this happen, the Contractor shall submit a written request for a unit cost increase. The City will research this request and will respond to the Contractor within ten (IO) working days. If the adjustment is fair and justified and the City and Contractor mutually agree on the increase, an amendment to the agreement will be prepared and submitted to the City Manager for final approval. Should adjustments to Section 6 “DUTY OF THE CONTRACTOR” be required, the City shall notify the Contractor in writing of the requested modification and any associated costs. The Contractor will have ten (IO) working days within which to approve the change. If both parties agree to the modified duties and/or modified unit cost, an amendment to the agreement will be prepared and submitted to the City Manager for final approval. If the Contractor does not agree to the required modification, the City shall have the option of terminating this contract upon 30 days written notice to Contractor. DRUG & ALCOHOL FREE WORKPLACE a. The City of Carlsbad is committed to maintaining a work environment free from the effects of drugs and alcohol consistent with the directives of the Drug Free Workplace Act. As a condition of this agreement, the Contractor and the Contractor’s employees shall assist in meeting the requirements of this policy as set forth in the “City of Carlsbad Drug and Alcohol Use Policy” incorporated by reference herein. b. Contractor agrees that the Contractor and the Contractor’s employees, while performing service for the City, on City property, or while using City equipment will not be in possession of, use, or be under the influence of drugs or alcohol. c. The Contractor has the duty to inform all employees or agents of the Contractor that are performing service for the City, on City property, or using City equipment, of the prohibition of drug or alcohol possession, use or impairment from same while performing such service for the City. d. The City has the right to terminate this agreement and any other agreement that Contractor has with the City if the Contractor or Contractor’s employees are determined by the Public Works Director or his representative to have breached the provisions of Section VI1 herein as interpreted and enforced City Attorney Approved Version #04.01.02 4 pursuant to the provisions of the “City of Carlsbad Drug and Alcohol Use Policy” incorporated by reference herein. IO. EQUIPMENT a. The machinery and equipment used by the Contractor in the furtherance of this agreement shall be modern, clean, and maintained in proper working condition at all times consistent with current standards of the industry and subject to the approval of the Public Works Director. b. As requested by the Public Works Director, the Contractor shall supply the City with a list of the equipment being used in furtherance of this agreement including its make, model, date of manufacture and any other pertinent information. c. All equipment shall be available for inspection by the City upon 24 hour notification to the Contractor. 11. MATERIALS a. All materials used in the furtherance of this agreement shall be in accordance with Caltrans specifications and approved by the Public Works Director or his representative. Costs associated with materials furnished by the Contractor and not supplied by the City will be reimbursed to the Contractor in accordance with Section 5 “COMPENSATION”. 12. TRAFFIC CONTROL a. The Contractor may be required to submit traffic control plans to be approved by the Traffic Engineer for extra-ordinary services. Preparation of these plans shall be the sole responsibility of the Contractor. Public Works staff will assist only with interdepartmental coordination. All drawings and revisions will be the responsibility of Contractor. b. All traffic control devices shall be in conformance with the Manual on Uniform Traffic Control Devices (MUTCD) 2003 Edition as amended by the MUTCD 2003 California Supplement. The Contractor will be responsible for providing and placing all temporary traffic control devices. c. The Contractor shall conduct hidher operations so as to cause the least possible interference with public traffic. 13. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor’s own way as an independent contractor and in pursuit of Contractor’s independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by City Attorney Approved Version #04.01.02 5 4 Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 14. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 15. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 16. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused in whole or in part by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self- administered workers' compensation is included as a loss, expense or cost for City Attorney Approved Version #04.01.02 6 17. the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:V". 17.1 Coveraqes and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless City Attorney or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. 17.1.1 Commercial General Liability Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 17.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 17.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code and Employer's Liability limits of $1,000,000 per accident for bodily injury. Workers' Compensation and Employer's Liability insurance will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 17.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: City Attorney Approved Version #04.01.02 7 17.2.1 The City will be named as an additional insured on General Liability. 17.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 17.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 17.3 of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. Providinq Certificates of Insurance and Endorsements. Prior to City's execution 17.4 Failure to Maintain Coveraqe. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agree men t . 17.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 18. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 19. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. City Attorney Approved Version #04.01.02 8 20. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (I) copy of the work product for Contractor’s records. 21. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 22. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. 23. FAITHFUL PERFORMANCE The standards of performance which the Contractor is obligated to perform hereunder are the standards which are considered to be good street light maintenance and construction practices and shall be subject to the approval of the Public Works Director or approved designee. 24. CANCELATION CLAUSE If Contractor refuses or fails to prosecute the agreement or any separable part thereof with such diligence as will ensure its completion within the time specified by the City or any extension thereof, or fails to complete such work within such time, or if Contractor should be adjudged bankrupt, make a general assignment for the benefit of creditors, or if a receiver should be appointed on account of Contractor’s insolvency, or if Contractor fails to make prompt payment for materials, equipment or labor, or if Contractor persistently disregards laws, ordinances, policies or instructions of City, City may serve written notice upon Contractor of its intention to declare this agreement in default. Said notice shall contain the reasons for such intention to declare default, and unless within ten (IO) days after service of such notice, such violations shall cease and satisfactory arrangements for the corrections thereof including payment to the City for any damages resulting therefrom, be made and documented in writing by both parties, this agreement shall upon the expiration of said time, be in default. 25. PROHIBITED INTEREST No official of the City who is authorized in such capacity on behalf of the City to take part in negotiating, making, accepting, or approving this contract, or any architectural, engineering construction or materials supply contractor or subcontractor associated with this contract, shall become directly or indirectly interested personally in this contract or City Attorney Approved Version #04.01.02 9 in any part thereof. No employee, architect, engineer, inspector or attorney of or for the City who is authorized in such capacity and on behalf of the City to exercise and executive, supervisory, or other similar functions in connection with the performance of this contract shall become directly or indirectly interested personally in this contract or any part thereof. 26. VERBAL AGREEMENT OR CONVERSATION No verbal agreement or conversation with any office, agent, or employee of the City, either before, during or after the execution of this contract, shall affect or modify the terms of obligations herein contained nor shall such verbal agreement or conversation entitle the Contractor to any additional payment whatsoever under the terms of this agreement. 27. ACCEPTANCE OF PUBLIC FACILITIES “AS IS” Contractor acknowledges having examined the public facilities to be maintained pursuant to the agreement and accepts them “as is.” No changes in the accepted conditions of the facilities shall be made by Public Works Director or approved designee. For Citv: Name: Greg Clavier Title: Public Works Mgr. Department: General Services City of Carlsbad Address: 405 Oak Ave. Carlsbad, CA 92008 Phone No. (760) 434-2980 Each party will notify the other immediately Contractor without prior approval of the For Contractor: Name M-4 EldqkA Title m&lDAb Address w32 fmd Am 934- Phone No. of any changes of address that would .- require any notice or delivery to be directed to another address. 28. CONFLICT OF INTEREST City will evaluate Contractor’s duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City’s Conflict of Interest Code is required City Attorney Approved Version #04.01.02 10 of Contractor or any of Contractor’s employees, agents, or subcontractors. Should it be determined that disclosure is required, Contractor or Contractor‘s affected employees, agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. Contractor, for Contractor and on behalf of Contractor’s agents, employees, subcontractors and consultants warrants that by execution of this Agreement, that they have no interest, present or contemplated, in the projects affected by this Agreement. Contractor further warrants that neither Contractor, nor Contractor’s agents, employees, subcontractors and consultants have any ancillary real property, business interests or income that will be affected by this Agreement or, alternatively, that Contractor will file with the City an affidavit disclosing this interest. 29. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor’s services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants that the services required by this Agreement. 30. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 31. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (1 0) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 32. TERMINATION City Attorney Approved Version #04.01.02 11 In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 33. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 34. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et sea., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor City Attorney Approved Version #04.01.02 12 acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 35. JURISDICTIONS AND VENUES Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 36. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement or any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 37. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. City Attorney Approved Version #04.01.02 13 38. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement CONTRACTOR: swfss PI. bb&zrJ- (print namehitle) **By: (sign here) (print namekitle) (e-mail address) ATTEST: If required by City, proper notarial acknowledgement of execution by contractor must be attached. If a Corporation, Agreement must be signed by on corporate officer from each of the following two groups: *Group A **Group B Chairman, Secretary, President, or Assistant Secretary, Vice-president CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empower the officer(s) signing to bind the corporation. 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