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Home My WebLink AboutSiemens / Republic ITS; 2012-07-25; TRAN880AMENDMENT NO. 3 TO EXTEND AND AMEND AGREEMENT FOR AS-NEEDED STREET LIGHT MAINTENANCE AND REPAIR SERVICES SIEMENS INDUSTRY, INC. TRAN880 Amendment No. 3 is entered into and effective as of the ~day of _ ___,_,_.~-¥=----------' 2015, extending and amending the agreement dated July 25, 2012, (the' greement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Siemens Industry, Inc., a Delaware corporation, ("Contractor") (collectively, the "Parties") for as-needed street light maintenance and repair services. RECITALS A. On July 25, 2014, the Parties executed Amendment No.1 to the Agreement to extend and amend the original agreement for street light maintenance and repair services; and B. On February 20, 2013, the Parties executed and Assignment and Assumption Agreement for as-needed street light maintenance and repair services by and between the City of Carlsbad, a political subdivision of the State of California (City), Republic Intelligent Transportation Services, Inc., a California corporation ("Assignor"), and Siemens Industries, Inc., a Delaware corporation ("Assignee"); and C. On March 25, 2015, the parties executed Amendment No. 2 to amend the Agreement to increase the annual agreement amount by $35,000 for the term ending July 25, 2015;and D. The Parties desire to alter the Agreement's scope of work to extend and fund the Agreement for a period of one (1) year; and E. The parties have negotiated and agreed to an increase in unit prices for the contract items pursuant to an increase in the San Diego Consumer Price. 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 for a period of one (1) year ending on July 25, 2016, on a time and materials basis not- to-exceed one hundred seventy five thousand dollars ($175,000). 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. The contract unit prices for the contract bid items will be increased by 1.3%. Revised contract bid item prices are shown in the attached Exhibit "A". 4. 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 1/30/13 TRAN880 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 SIEMENS INDUSTRY, INC., a Delaware corporation By: CITY OF CARLSBAD, a municipal corporation of the State of California B~ ~ign-t;;{;) l.loti~i'Cii"MMiiloo;g;Director . J Kathryn B. Dodson "(co'o.. \\'\'to1""1\200() _Cc.wl~a..l frtft;t.. ~t' (print name/title) v ATTEST: ~ \ ~L 1 Aie"' Ope,..J:~ /1()'/I#,,J;ity Clerk (print nahle/title) 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: CELIA A. BREWER, City Attorney City Attorney Approved Version 1/30/13 DELEGATION OF APPROVAL AUTHORITY FROM PRESIDENT KEVIN RIDDETT AND VICE PRESIDENT FINANCE & BUSINESS ADMINISTRATION MATTHIAS SCHLELEIN Mobility Management Rolling Stock Turnkey Projects & Electrification Customer Service SIEMENS INDUSTRY, INC. -MOBILITY DIVISION A. The undersigned Kevin Riddett, President and Matthias Schlelein, Vice President, Finance and Business Administration of the Mobility Division of Siemens Industry, Inc. (the "Corporation"), a corporation duly organized and existing under the laws of the State of Delaware, by virtue of the authority vested as President and Vice President Finance & Business Administration to sign or countersign and otherwise execute in the name, or on behalf of the Corporation, any bids, projects, contracts, agreements and any certificates, affidavits or ancillary documents in connection therewith to the extent the foregoing instruments and are consistent with the limits of authority granted under LoA guidelines and grants of release for and on behalf of the Corporation, do hereby delegate to and acknowledge that the following person(s) may exercise such authority for and on our behalf up to $10 million. AUTHORIZED SIGNATORIES Business Operations Finance/Central Sug12Qrt Function (Name/Position) LName/Pos_itiooJ John Paljug Marsha Smith VP-MM Senior. Director FBA -MM Michael Cahill, Christopher Halleus, VP-RS FBA-RS Robin Stimson Michael Tyler VICe President. RS MK&S Senior Director RS CS Chris Maynard Madeline Rodriguez Senior Director, RS CS Director, RS LOC Steffen Goeller Christopher Giesch Dave Ward Vice President RS LOC B. It is further acknowledged that the following individuals are hereby authorized to sign or countersign and otherwise execute in the name or on behalf of the Corporation the same documents as referenced in paragraph A, up to and including a transactional limit of $5 million. Any such delegation extends to but is limited to the same scope, documents and subject matter as referenced and granted in Paragraph A, limited to the monetary amount stated in this Paragraph. AUTHORIZED SIGNATORIES Sales Operations Finance/Central Support Function (Name/Position) (Name/Position) Douglas Dreisbach Mary Rachel Pearce Director of Projects -MM Director of Finance & Administration -MM Bradley Hall -VP Sales Scott Carper, Manager, FBA-MM Jack Wilson -MM, Sales Valerie Conway Senior Director, SCM RS Sameer Joshi -ITS Rajarshi Ghosh -ITS 1 Steve Gitkin, Jessica Shaiegan, MM Sales Director-ITS C. It is further acknowledged that the following individuals are hereby authorized to sign or countersign and otherwise execute in the name, or on behalf of the Corporation, the same documents as referenced in paragraph A, up to and including a transactional limit of $3 million. Any such delegation extends to but is limited to the same scope, documents and subject matter as referenced and granted in Paragraph A, limited to the monetary amount stated in this Paragraph AUTHORIZED SIGNATORIES Business Operations Finance/Central Support Function fName/Positionl (Name/Position l David Gutierrez Nikki Bassi Director, RS UT Director RS HS Tony Ritter Cathie Steele Director RS CS Sub-Segment Controller, RS CS UT Reiner Martin Kim Swain Director, RS CS Segment Controller RS Metros & Coaches Omid Akbarzadeh-Paydar Fleur Gessner Business Manager Bogies RS LOC BG Segment Controller, RS BG Mark Bennett Carrie Hernandez Vice President, RS Operations SCC SPR RS Raymond Ginnell Washington Carter, Procurement -MM General Project Manager, RS Jaimie Doherty D. It is further acknowledged that the following individuals are hereby authorized to sign or countersign and otherwise execute in the name, or on behalf of the Corporation, the same documents as referenced in paragraph A, up to and including a transactional limit of $1 million. Any such delegation extends to but is limited to the same scope, documents and subject matter as referenced and granted in Paragraph A, limited to the monetary amount stated in this Paragraph. AUTHORIZED SIGNATORIES Business Operations Finance/Central Support Function (Name/Position l (Name/Position l Stephan Klein, Tommy Charurat Director , MM Director Performance Controlling Paul Eliea, Sandra Kluthausen, Director MM Commercial Manager David Costello, Gisela Kaufmann Director , MM Controller Dave Jeanette Constanze Kutschki Manager, MM Manager, Order Man~ement RS Jim Lyons Kathrin Schicketanz Sr. ManaQer MM Commercial Project ManaQer RS LOC Jeff Balogh Ronald Staggs Sr. Director , MM Commercial Project Manager RS UT George Long Mary Matos Director Engineering RS Commercial Project Manager, RS UT, CS Greg Tindall Vesa Venttinen Director, Quality RS Commercial Project Manager, RS UT Robert Martner Cheerag Jani Senior Project Manager, RS LOC Commercial Project Manager, RS UT Konstantin Breucha Alexander Jankowski Project ManaQer, RS CS Commercial Project Manager, RS UT Jeffrey Curran Christine Jaw Project Manaaer RS UT Commercial Project Manager, RS CS Duane Kopp Steffen Hertel Project Manaaer, RS UT Commercial Project Manager, RS LOC Ron VanHuuksloot Larry Chen Project Manager. RS UT Commercial Project Manaaer. RS CS Thomas Stehlik Kavita Patel Project Manager, RS UT Commercial Project Manager RS LOC Viorel Aninoiu Paul Berquam, Project Manager, RS UT Director, Business Continuity RS Carsten Nebe Angela Hampton, Project Manager, RS UT Manager, Operations Controlling RS Mark Anderson Patrick Blackburne Project Manager, RS CS Commercial Project Manager RS Aaldrik Metting Craig Debevoise RSVT Projects Commercial Jochen Woern Tara lnboriboon Project Manaaer, RS CS FBA Brad Bonn Claus Maucher Project Manager, RS CS FBA Chander Khanna, Sr. Director Manufacturing Processes RS Paul Aichholzer Project Manager, RS LOC Digant Dave RS Ibrahim Kalender Project ManaQer, RS BG Barry Sidler Program ManaQer, CS Michael Dlaz Projects Dimitrios Andrikos Sales Operations Matthew Gerlach O~erations manager Christopher Romeo Operations manager Steven Teal Operations manager Mike Emmons Operations Manager E. It is further acknowledged that each of the signatures of the persons referred to in paragraphs A. B, C and Dare binding upon the Corporation. F. It is further acknowledged that any document shall require the signature of two (2) of the above Authorized Signatories, one each from Business Operations and from Finance/Central Support Functions, whom shall have the requisite signature authority to be legally binding upon the Corporation. G. It is further acknowledged that each of the persons referred to herein is authorized to delegate such person's authority hereunder to additional members of his or her management team up to the limit of such person's delegation of authority, provided that such delegation is in written form signed by the delegator and filed with the Legal Department. H. It is further acknowledged that the Secretary or an Assistant Secretary of the Corporation is authorized to issue certifications attesting to the incumbency, authority and status of any of the persons referred to in this resolution. IN WITNESS WHEREOF, we have hereunto subscribed our names and affixed the corporate seal of the said Corporation, as of the 1st day of November, 2014. Matthias Schlelein Vice President, Finance and Business Administration Siemens Industry, Inc. Mobility Division --------------------------·------- TRAN880 EXHIBIT "A" REVISED BID ITEM UNIT PRICE SCHEDULE CITY OF CARLSBAD INCRt:A::>E UNIT STREET LIGHT DAMAGE REPAIRS APPRO X UNIT PRICE PRICE CONTRACT NO.TRANS509 7/1/14-6/30/15 7/1/15-6/30/16 BID ITEM# 1 REMOVAL AND DISPOSAL OF DAMAGED STANDARD RESIDENTIAL STREET LIGHT POLE AND SITE SECURITY 1 EA. $610 20 $618.13 BID ITEM#2 ,_____ -·-··----~-REMOVAL AND DISPOSAL OF DAMAGED POLE TOP MOUNT TYPE STREET LIGHT POLE AND SITE SECURITY 1 EA. $610 20 $618 13 BIDITEM#3 REMOVAL AND DISPOSAL OF DAMAGED DOWNTOWN -·-··-··--······· ............... -----·--········--··------------···-·-·---~----·-·-··-··········-······-·-----·--··--.. ·-·-·--·-·-·-""··-1 EA --··s-6ro-2o ______ f-----~nn:r·--------VILLAGE AREA STREET LIGHT POLE AND SITE SECURITY ! BIDITEM#4 REMOVAL AND DISPOSAL OF DAMAGED C-OLLECTOR I ARTERIAL STREET LIGHT POLE AND SITE SECURITY 1 EA $610.20 $618 13 -····················-··-·-·--·-·-.--·---........... .................................. _._ ..................... r-BIDITEM#5 REMOVAL AND DISPOSAL OF DAMAGED PRIME I MAJOR ARTERIAL STREET LIGHT POLE AND SITE SECURITY 1 EA $610 20 $618 13 ·-·---BID ITEM#6 PROVIDE All LABOR AND EQUIPMENT NECESSARY FOR INSTALLATION OF RESIDENTAL TYPE STREET LIGHT POLE AND LUMINAIRE 1 EA ------$1 322.10--r---------$123£~29·------BID ITEM#? PROVIDE ALL LABOR AND EQUIPMENT NECESSARYFOR ___ ---------------~------ INSTALLATION OF CONTEMPO TYPE STREET LIGHT POLE -----·-··-AND LUMINAIRE 1 EA $1,322 10 $1.339.29 ·sltfTfE M#8-------------------------------------------------------~----··-.. ··---------------------------------------- PROVIDE ALL LABOR AND EQUIPMENT NECESSARY FOR INSTALLATION OF DOWNTOWN VILLAGE AREA TYPE STREET LIGHT-POLE AND LUMINAIRE __________ --r--1EA $1 322 10 :±>1.339 29 BIDITEM#9 PROVIDE ALL LABOR AND EQUIPMENT NECESSARY FOR ----------INSTALLATION OF COLLECTOR I ARTERIAL TYPE STREET LIGHT POLE AND LUMINAIRE 1 EA $1 32210 $1339.29 --BID ITEM #10 W6VIDE ALL LABOR AND EQUIPMENT NECESSARY FOR INSTALLATION OF PRIME I MAJOR ARTERIAL TYPE STREET LIGHT POLE AND LUMINAIRE ------1-EA-----$1,322.10 $1 339 2§ ....... BID ITEM# 11 INSTALLATION OF ANCHOR BOLT BASE. COMPLETE IN PLACE 1 EA $1 998.41 $2 024 39 BID ITEM# 12 RCfOTTNE-STREET T:IGHT-FrEPATF<---:-coMPLETE Tr\I"F'CAcT ______ ---:n~~--$661"1 ___ -------$669"7---------- BiD-ITEM# 1 3 --------------- FIXTURE REPLACEMENT. COMPLETE IN PLACE 1 EA $11187 $113 32 BID ITEM# 14 STREET LIGHT TECHNICIAN FOR MISCELLANEOUS EXTRAORDINARY-WoRK TNcLUDINGDIG ALERT SERVIcE's ------iHR -I 31 36 $82 42 iBID ITEM# 15 GE-FTE."F~AL--LABORE R--FOFf"M 1 s·cETLAl\fE"6D s EXTRA6Ro 1 NARY """" ·----1-------- 'IJVORK 85 ~'"" '" ' .$5151 .... City Attorney Approved Version 1/30/13 AMENDMENT NO. 2 TO AGREEMENT FOR AS-NEEDED STREET LIGHT MAINTENANCE AND REPAIR SERVICES SIEMENS INDUSTRY, INC. TRAN880 This Amendment No. 2 is entered into and effective as of the r::lsfh day of Marc:../\ , 2015, amending the agreement dated July 25, 2012 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Siemens Industry, Inc., a Delaware corporation ("Contractor") (collectively, the "Parties") for as-needed street light maintenance and repair services. RECITALS A. On July 25, 2014, the Parties executed Amendment No. 1 to extend and amend the Agreement; and B. On February 20, 2013, the Parties executed an Assignment and Assumption Agreement; and C. The Parties desire to alter the Agreement's scope of work to increase the annual agreement amount for the term ending July 25, 2015, due to excessive street light knockdowns and necessary repairs caused by the additional knockdowns. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, the annual agreement amount is increased in an amount not-to- exceed thirty five thousand dollars ($35,000) for the term ending July 25, 2015. 2. City will pay Contractor for all work associated with those services described in Exhibit "A" of the original Agreement dated July 25, 2012, and subsequent Amendments, on a time and materials basis not-to-exceed one hundred seventy five thousand dollars ($175,000). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all work described in Exhibit "A" of the original Agreement and subsequent Amendments by July 25, 2015. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. Ill Ill City Attorney Approved Version 1/30/13 TRAN880 6. 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 SIEMENS INDUSTRY, INC., a Delaware corporation q~· ~ L By~ (s ere) CITY OF CARLSBAD, a municipal corporation of the State of California Asl:C~or or Qireelor Kathryn B. Dodson ATTEST: S~" J'~t t,0f;Je.r~'-o~ ~ ... ct.Y<-,9ity Clerk (print na eititle) 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: CELIA A. BREWER, City Attorney City Attorney Approved Version 1/30/13 2 TRAN880 EXHIBIT "A" SCOPE OF SERVICES AND FEE The Parties desire to alter the Agreement's scope of work to increase the annual agreement amount for the term ending July 25, 2015, due to excessive street light knockdowns and necessary repairs caused by the additional knockdowns. City will pay Contractor for all work associated with those services in the original Agreement dated July 25, 2012, and subsequent Amendments, on a time and materials basis not-to-exceed one hundred seventy five thousand dollars ($175,000) for the term ending July 25, 2015. Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. City Attorney Approved Version# 05.22.01 3 AMENDMENT N0.1 TO EXTEND AND AMEND AGREEMENT FOR AS-NEEDED STREET LIGHT MAINTENANCE AND REPAIR SERVICES (SIEMENS INDUSTRY, INC.) TRAN880 This Amendment No.1 is entered into and effective as of the 6l.f; -fh. day of ..::Fu(Jf , 2014, extending and amending the agreement dated July 25, 2012 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Siemens Industry, Inc., a Delaware corporation ("Contractor") (collectively, the "Parties") for as-needed street light maintenance and repair services. RECITALS A. On February 20, 2013, the Parties executed an Assignment and Assumption Agreement for As-Needed Street Light Maintenance and Repair Services by and between the City of Carlsbad, a political subdivision of the State of California (City), Republic Intelligent Transportation Services, Inc., a California corporation ("Assignor"), and Siemens Industry, Inc., a Delaware corporation ("Assignee"); and B. The Parties desire to alter the Agreement's scope of work to increase unit and service pricing; and C. The Parties desire to extend the Agreement for a period of one (1) year; and D. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated in by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". Wrth this Amendment, the total annual Agreement amount shall not exceed one hundred forty thousand dollars ($140,000). 2. City will pay Contractor for all work associated with those services described in Exhibit "A" on a time and materials basis not-to-exceed one hundred forty thousand dollars ($140,000). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all work described in Exhibit "A" by July 25, 2015. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. 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 1/30/13 TRAN880 6. 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 SIEMENS INDUSTRY, INC., a Delaware corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: . .P-o a_:_ By:~ Cf' ~e) ~it:: City Managerer Mayor or Director . Kathryn B. Dodson 14rA. lbbd(lbaot51 CommuotA.l /tr(byfBA (print name/title) ATIEST: STfv~ I~L 1 t>pcK4hMs h"'-"'~r City Clerk (print name/title) 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: GrouoA 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: CELIA A. BREWER, City Attorney City Attorney Approved Version 1/30/13 DELEGATION OF APPROVAL AUTHORITY FROM PRESIDENT TERRY HEATH AND VICE PRESIDENT FINANCE & BUSINESS ADMINISTRATION MARTIN SCHULTZ SIEMENS INDUSTRY, INC. -MOBILITY AND LOGISTICS DIVISION A. We, the undersigned, Terry Heath, President and Martin Schultz, VIce President, Finance and Business Administration of the Mobility and Logistics Division of Siemens Industry, Inc. (the "Corporation•), a corporation duly organized and existing under the laws of the State of Delaware, by virtue of the authority vested in us as President and Vice President Finance & Business Administration to sign or countersign and otherwise execute in the name, or on behalf of the Corporation, any bids, projects, contracts, agreements and any certificates, affidavits or ancillary documents in connection therewith for and on behalf of the Corporation, do hereby delegate to and acknowledge that the following person(s) may exercise such authority for and on our behalf up to $3 million. AUTHORIZED SIGNATORlES Business Ooerations FinanQ§LCgntral §uggort FunctiQn (Name/Position) (Name/Position) Dana Rasmussen Dirk Glaser Service Segment Head FBA NewayRedia Service Segment FBA B. We further acknowledge that the following individuals are hereby authorized to sign or countersign and otherwise execute in the name, or on behalf of the Corporation, the same documents as referenced in paragraph A, up to and including a transactional limit of $1 million. Any such delegation extends to but is limited to the same scope, documents and subject matter as referenced and granted in Paragraph A, limited to the monetary amount stated in this Paragraph. AUTHORIZED SIGNATORIES Busjness Operations Finance/Central Sug(;!Qrt Function (Name/Position) li'1~ ..... 1D. ition) Chris Reyes Tara lnboriboon Area Manager FBA Steven Gitkin Claus Maucher Area manager FBA Gregory Winn Operations man~er AndrewRist Ooerations man~er Christopher Romeo Operations manager Steven Teal Operations manager C. We further acknowledge that each of the signatures of the persons referred to in paragraphs A and B are binding upon the Corporation. D. We further acknowledge that any document shall require the signature of two (2) of the above Authorized Signatories, one each from Business Operations and from Finance/Central Support Functions, whom shall have the requisite signature authority to be legally binding upon the Corporation. E. We further acknowledge that each of the persons referred to herein is authorized to delegate such person's authority hereunder to additional members of his or her management team up to the limit of such person's delegation of authority, provided that such delegation is in written form signed by the delegator and filed with the Legal Department. F. We further acknowledge that the Secretary or an Assistant Secretary of the Corporation is authorized to issue certifications attesting to the incumbency, authority and status of any of the persons referred to in this resolution. IN WITNESS WHEREOF, we have hereunto subscribed our names and affixed the corporate seal of the said Corporation, as of the 1st day of April2013. Digitally signed by Heath Terry · h ON: serla1Number=ZDOOE75Y, Heat Terry gi~e=Terry,sn=Heath, o=SlerMns, cn=Heath Terry Date: 2013.04.11 09:14:43 -o7'00' Terry Heath President Siemens Industry, Inc. Mobility and Logistics Division Martin Schultz Vice President, Finance and Business Administration Siemens Industry, Inc. Mobility and Logistics Division 2 TRAN880 EXHIBIT "A" SCOPE OF SERVICES AND FEE Itemized List of what Contractor will do for Citv and at what price. ITEM DESCRIPTION ORIGINAL ADJUSTED ITEM with unit price or lump sum APPROXIMATE UNIT UNIT NO. f:!rice In words QUANTITY PRICE PRICE 1. Removal and disposal of damaged standard 3each $600.00 $610.20 residential street light pole and site. 2. Removal and disposal of damaged pole top mount 3each $600.00 $610.20 type street light pole and site security. 3. Removal and disposal of damaged downtown 3each $600.00 $610.20 village area street light pole and site security. 4. Removal and disposal of damaged collector I 3each $600.00 $610.20 arterial street light pole and site security. 5. Removal and disposal of damaged prime I major 3each $600.00 $610.20 arterial street light pole and site security. 6. Installation of residential type street light pole. 3each $1,300.00 $1,322.10 7. Installation of contempo type street light pole and 3each $1,300.00 $1,322.10 luminaire. 8. Installation of downtown village area type street 3each $1,300.00 $1,322.10 light pole and luminaire. 9. Installation of collector I arterial type street light 3 each $1,300.00 $1,322.10 pole and luminaire. 10. Installation of prime I major arterial type street light 3each $1,300.00 $1,322.10 pole and luminaire. 11. Installation of anchor bolt base, complete in place. 3each $1,965.00 $1,998.41 12. Routine street light repair, complete in place. 3each $65.00 $66.11 13. Fixture replacement, complete in place. 3each $110.00 $111.87 14. Street Light Technician for miscellaneous 3 hours $80.00 $81.36 extraordinary work. 15. General laborer for miscellaneous extraordinary 3 hours $50.00 $50.85 work. City Attorney Approved Version 1/30/13 TRAN880 ASSIGNMENT AND ASSUMPTION AGREEMENT FOR AS-NEEDED STREET LIGHT MAINTENANCE AND REPAIR SERVICES THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment Agreement") is made and entered into this .;10-lh day of Fe,brva..~fiJ< 2013, by and between the CITY OF CARLSBAD, a political subdivision of the State o California ("City"), REPUBLIC INTELLIGENT TRANSPORTATION SERVICES, INC., a California corporation, ("Assignor") and SIEMENS INDUSTRY, INC., a Delaware corporation, ("Assignee"), and is made with reference to the following facts: RECITALS A. On July 25, 2012, the City and Assignor entered into that certain Professional Services Agreement concerning as-needed street light maintenance and repair services, (the "Agreement'). B. Paragraph twenty four (24) of the Agreement allows Assignor to assign rights and obligations under the Agreement upon written approval of the City. C. Assignor desires to assign its interest in the Agreement to Assignee. Further, Assignee desires to accept assignment of Assignor's interest in the Agreement and City consents to the assignment of the interest in the Agreement from Assignor to Assignee. NOW THEREFORE, incorporating the above recitals and in consideration of the covenants and obligations set forth herein, the parties hereto agree as follows: 1. Assignment. Assignor hereby assigns to Assignee all of Assignor's rights and obligations as set forth in the Agreement. 2. Assumption. Assignee hereby assumes all of Assignor's rights and obligations as set forth in the Agreement. 3. City Consent. City hereby agrees and consents to the assignment of all of Assignor's rights and obligations as set forth in the Agreement to Assignee. 4. General Terms and Conditions. The following general terms and conditions shalt apply to this Assignment Agreement. 4.1 Hold Harmless. In addition to the hold harmless prov1s1ons contained within the Agreement, Assignee agrees to indemnify and hold harmless the City of Carlsbad and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of this Assignment Agreement caused by the willful misconduct, or negligent act, or omission of the Assignee. 4.2. Counterparts. This Assignment Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. 4.3. Successors and Assigns. II is mutually understood and agreed that this Assignment Agreement shall be binding upon City, Assignor and Assignee and their respective successors. Neither this Assignment Agreement or any part hereof nor any monies due or to become due hereunder may be assigned by Assignee without the prior consent of City. 4.4. Governing Law. This Assignment Agreement shall be governed by, interpreted under, and construed and enforced in accordance with, the laws of the State of California. rev. l/28/00 4.5. Venue. Any action at law or in equity brought by either of the parties hereto for the purpose of enforcing a right or rights provided for by this Assignment Agreement shalt be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties hereby waive all provisions of law providing for a change of venue in such proceedings to any other county. 4.6. Notices. Service of any notices, bills, invoices or other documents required or permitted under this Assignment Agreement shall be sufficient if sent by one party to the other by United States mail, postage prepaid and addressed as follows: City: Assignor: Assignee: City Manager City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 Republic Intelligent Transportation Services, Inc. 1820 John Towers Avenue, Suite "A" El Cajon, CA 92020 Siemens Industry, Inc. 371 Bell Marin Keys Blvd., Suite 200 Novato, CA 94949 4.7. Nondiscrimination. During the term of this Assignment Agreement, the parties shall comply with the state and federal laws regarding non-discrimination. 4.8 Authority. The parties executing this Assignment Agreement on behalf of City, Assignor and Assignee each represent and warrant that they have the legal power, right and actual authority to bind the City, Assignor and Assignee, respectively, to the terms and conditions hereof. 4.9 Severability. Each provision, term, condition, covenant, and/or restriction, in whole and in part, in this Assignment Agreement shall be considered severable. In the event any provision, term, condition, covenant, and/or restriction, in whole and in part, in this Assignment Agreement is declared invalid, unconstitutional, or void for any reason, such provision or part thereof shall be severed from this Assignment Agreement and shall not affect any other provision, term, condition, covenant, and/or restriction, of this Assignment Agreement and the remainder of this Assignment Agreement shall continue in full force and effect. Ill Ill Ill Ill Ill Ill Ill Ill Ill /II Ill 2 rev. l/28/00 . . 4.10 Effective Date. This Assignment Agreement shall be effective upon the date and year first above written. (sign here) J>et-JI\J\S WI\ L.,.1]teR l \) f (print name/title) ASSIGNEE: SIEMENS INDUSTRY, INC., a Delaware corporation (s1gn here) - CITY OF CARLSBAD, a municipal corporation of the State of California By: ~(;;dE , ... te.-v., City Manager ATIEST: i0£wfr'-t !lee>• A ~~toll 'D•IG¥C:nl1L I "" (print name/title) 0~ 0 ~~ ~ 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: City Attorney By:~JL~JL::':""A~c:::=t~~r---'6eputy City Attorney \ 3 rev. 1/28/00 State of Calif/[\1 _ County of tL v ' VJ On Fe..fo I (-h. . 2o I :S • ACKNOWLEDGMENT before me, PrfU M f ~ 'l4'iE'j r-Jo11\-(tl-! fu&U C. (insert name andtiiiJ of the officer) personally appeared ~6i..YA-'1 l<..e"D B ,~El0toiL 1:>trtmDI'L oC:. t'rrJA-Ncb who 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. 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. Signature kJA:~.v~-A~ (Seal) Stale of Calif9[nia . County of ' fVl CL n V1 ACKNOWLEDGMENT before me, M1 ft-r,.J ~ l+t~ t?.AI?/ 1 NOTM?1 fv BuC. (insert name and title of the officer) personally appeared 1>~A ~v.S!::'E.'I'-l 1 ~I oiL Dre..BA"'l),e_ who 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/lhey executed the same in his/her/lheir authorized capacity(ies), and that by his/her/lheir 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. Signature ~~~ (Seal) TRAN880 AGREEMENT FOR AS-NEEDED STREET LIGHT MAINTENANCE AND REPAIR SERVICES (REPUBLIC INTELLIGENT TRANSPORTATION SERVICES, INC.) THIS AGREEMENT is made and entered into as of the c525-fh day of :Iu{!& , 2012, by and between the CITY OF CARLSBAD, a municipal corporation, 1ty"), and REPUBLIC INTELLIGENT TRANSPORTATION SERVICES, INC., a California corporation, ("Contractor"). RECITALS A. City requires the professional services of an electrical contractor that is experienced in street light maintenance and repair. B. Contractor has the necessary experience in providing professional services and advice related to street lighting systems maintenance and repair. C. 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 were identified in the Request for Bid 12-04A, included in the Republic ITS proposal dated January 22, 2012, and as 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. 3. TERM The term of this Agreement will be effective for a period of two (2) years from the date first above written. The City Manager may amend the Agreement to extend it for three (3) additional one (1) year periods or parts thereof in an amount not to exceed one hundred forty thousand dollars ($140,000) per Agreement year. Extensions will be based upon a satisfactory review of 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 The total fee payable for the Services to be performed during the initial two (2) year Agreement term will be in an amount not to exceed one hundred forty thousand dollars ($140,000) per year. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". City Attorney Approved Version 2/17/12 6. 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 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. 7. 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. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. 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 by any negligence, recklessness, or willful misconduct 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 the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. 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-:VII". OR City Attorney Approved Version 2/17112 2 with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X". 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager 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. 1 0.1.1 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. 1 0.1.2 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. 1 0.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 1 0.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of · ears following the date of completion of the work. City's Initials [X] If box is checked, Professional Liability Insurance requirement is waived. 1 0.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 1 0.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 1 0.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 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. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this. Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. 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 City Attorney Approved Version 2/17/12 3 7 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 Agreement. 10.5 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. 11. 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. 12. 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. 13. 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 (1) copy of the work product for Contractor's records. 14. 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. 15. 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. For City Name John Maashoff Title Superintendent (OCA) Department Transportation City of Carlsbad Address 405 Oak Avenue Carlsbad, CA 92008 Phone No. 760-434-2856 For Contractor Name Jeffrey Pierce Title Project Manager Address 1820 John Towers Ave., Suite "A" El Cajon, CA 92020 Phone No. 619-562-1104 Email Jeffrey.pierce@siemens.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. City Attorney Approved Version 2/17112 4 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 17. 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 whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. 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. 20. TERMINATION 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 City Attorney Approved Version 2/17112 5 payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. 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. 22. 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 seq., 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 acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE 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. 24. 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. 25. 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 2/17/12 6 /0 26. 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 REPUBLIC INTELLIGENT TRANSP TATION SERVICES, INC., a cor oration f\ r\\. J • \ CX-..6\ Q lA - "" (sign here) Mllv\ c /"Aa-tt-em CfO (print name/\itle) CITY OF CARLSBAD, a municipal corporation of the State of California 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. City Attorney Approved Version 2/17112 7 It CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT State of California County of fYJa. Vl,. f) On _b__,_....p_'5J~/r2-_ who 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. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. BROOKE l. SACHS Commission # 1937262 Notary Public • California z Marin County ~ (Notary sea!1"'..,~.-..,.;.:M~y~C;:o·m~m~. ~Ex~p~ir~es~M~ayW2~0~. ~20~1~5J ADDITIONAL OPTIONAL INFORMATION DESCRIPTION OF THE ATTACHED DOCUMENT (Title or description of attached document) (Title or description of attached document continued) Number of Pages __ Document Date. ____ _ (Additional information) CAP A CITY CLAIMED BY THE SIGNER D Individual (s) D Corporate Officer (Title) D Partner(s) D Attorney-in-Fact D Trustee( s) D Other ____________ _ 2008 Version CAP A vl2.1 0.07 800-873-9865 www .NotaryCiasses.com INSTRUCTIONS FOR COMPLETING THIS FORM Any acknowledgment completed in California must contain verbiage exactly as appears above in the notary section or a separate acknowledgment form must he properly completed and attached to that document. The only exception is i( a document is to he recorded outside of California. In such instances, any alternative acknowledgment verbiage as may be printed on such a document so long as the verbiage does not require the notary to do something that is illegal for a notary in California (i.e. certifving the authorized capacity of the signer). Please check the document carefully for proper notarial wording and attach this form i( required. • State and County information must be the State and County where the document signer(s) personally appeared before the notary public for acknowledgment. • Date of notarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her conunission followed by a comma and then your title (notary public). • Print the name(s) of document signer(s) who personally appear at the time of notarization. • Indicate the correct singular or plural tonns by crossing off incorrect forms (i.e. lie/shc/d!ey;-is /are) or circling the correct fonns. Failure to correctly indicate this infonnation may lead to rejection of document recording. • The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal impression smudges, re-seal if a sufficient area pennits, otherwise complete a different acknowledgment form. • Signature of the notary public must match the signature on file with the office of the county clerk. •:• Additional infonnation is not required but could help to ensure this acknowledgment is not misused or attached to a different document. •:• Indicate title or type of attached document, number of pages and date. •!• Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO, Secretary). • Securely attach this document to the signed document rz CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT State of California County of _..:..._fn_fi=-11 __ . __ ()-'----- before me, -~-TP_h_fJ_~-!'--,--inse-+-1.---'amf'-and-~~-le ot-./J-+-o-ffi-"/1-l U._~_"t,_·_c____ -- personally appeared Ma ti () M a~nj c:r-~ 0n ____::;6-+--h-7~~2-'---- ----~~~~~~----~~~~------~.--------------------------------------------------- who 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. I certifY under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. (Notary Seal) ADDITIONAL OPTIONAL INFORMATION DESCRIPTION OF THE ATTACHED DOCUMENT (Title or description of attached document) (Title or description of attached document continued) Number of Pages __ Document Date _____ _ (Additional information) CAP A CITY CLAIMED BY THE SIGNER D Individual (s) D Corporate Officer (Title) D Partner(s) D Attorney-in-Fact D Trustee(s) D Other ____________ _ 2008 Version C'APA vl2.10.07 800-873-9865 www.NotaryClasses.com INSTRUCTIONS FOR COMPLETING THIS FORM Any acknowledgment completed in California must contain verbiage exactly as appears above in the notmy section or a separate acknowledgment form must be properly completed and attached to that document. The only exception is if a document is to be recorded outside of California. In such instances, any alternative acknowledgment verbiage as may be printed on such a document so long as the verbiage does not require the notary to do something that is illegal for a notary in California (i.e. certifYing the authorized capacity of the signer). Please check the document care.ful[yfor proper notarial wording and attach this form if required. • State and County infonnation must be the State and County where the document signer(s) personally appeared before the notary public for acknowledgment. • Date of notarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her commission followed by a cotmna and then your title (notary public). • Print the name(s) of document signer(s) who personally appear at the time of notarization. • Indicate the correct singular or plural fonns by crossing off incorrect forms (i.e. fie/she/tltey;-is /are) or circling the correct fonns. Failure to correctly indicate this infonnation may lead to rejection of document recording. • The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal impression smudges, re-seal if a sufficient area permits, otherwise complete a different acknowledgment form. • Signature of the notary public must match the signature on file with the office of the county clerk. •:• Additional information is not required but could help to ensure this acknowledgment is not misused or attached to a different document. •:• Indicate title or type of attached document, number of pages and date. •:• Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (i.e. CEO, C'FO, Secretary). • Securely attach this document to the signed document !3 EXHIBIT"A" AGREEMENT FOR AS-NEEDED STREET UGHT MAINTENANCE AND REPAIR SE~VICES SCOPE OF SERVICES I. DUTY OF CON!RACIOR A. General 1 Contractor Is responsible for protectlns all undersround facilities at each work site. This Includes notification of Un~l!rsround .Service Alert of Southern california (DI&Aiert) and coordination for markouts and joint meets when necessary. 2 Contractor Is responsible for providing, placlnj, 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 Transportation Director or approved representative. In cases where specific devices are required but not readily available to the Contractor, they may be borrowed from the Oty when available. 3 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 Transportation Director. Any costs associated with the removal and replacement of nori·conforrnlng work shall be borne by the Contractor. .. 4 The Contractor shall provide and lnstaU barricades, delineator warning devices, and construction signs In conformance with the Manual on Uniform Traffic Control ~ (MUTCD), latest edition. During adverse weather or unusual worklns conditions, additional traffic control devices shalf be placed as directed by the Transportation Director. B. Knockdowns 1 Upon no~lflcatfon that a .street light has b~n damased, Contractor shan respond to the site within two hours to safe off the electrical, secure that the site Is free from debris, and ensure that It Is safe for pedestrian and vehicular traffic. 2 Within three (3) workins days following Initial notification, Contractor will return 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. 3 Within three (3) working days following site security .and debris disposal, the Contractor s,hall report all pertinent pole and lumlnalre Information to the City and order all necessary replacement materials. 4 Upon receipt of necessary materials, Contractor will notify City of reinstallation date. Reinstallation date shall occur within five (5) working days of receipt of materials. AU repairs will be completed within fifteen working days fol!owlns notiflcatlon that the materials have been received unless otherwise approved by the Transportation H:\Putchaslng\JOHN'S FILE'BIDS-RFPS.QUOTES\1112BIDS\81ds\RFB 1204AREBIDIRFB 12.04A.docx 20 Director or approve~ designee. Bid Items 6 through 10 reauest unit prices for all labor and eaulpment necessary to olan. coordinate. and Install rep!actment URhts. Compensation for all matedaG used In repair of a knockdown or pole reolacement shall be made as follows: The cost of all necessary replacement materials reported shall be at Invoice or lowest ~rrent price fl Which such materials are locally available and deiJyered to tfte. !Ob Sit! 10 tbf 'quantities Involved. olus sales tax. freight and deliverv. A markup. for all nectssarv replacement materia§. for all overhead and profits of 15% shall be added to the contractor's costs. c. Conduit Repairs 1 When notified by the City that conduit repairs are needed, the Contractor shall have five (S) working days In which to survey the site. Contractor sh~ll report back to the City any unusual conditions. If no unusual conditions 'exist, Contractor shall schedule repairs and notify City of proposed work date. Where unusual conditions exist, Contractor shall negotiate reasonable cost and time schedule adjustments with the City. Repairs shall be completed within fifteen (15) working days unless otherwise negotiated and approved by the Transportation Director or approved designee. A markup. for all necessary replacement materials. for all overhead and profits of 15% shall be added to the contractor's costs. D. Routine Reoairs 1 Whenever the routine workload exceeds the City's ability to complete routine repairs In accordance within acceptable service 11!\(els and/or In «:ase City staff.ls otherwise unavailable, the City may request that the Contractor perform routine street light repairs. Routine requests are defined as burnout, constant bu[J'I, and cycling calls. All routine repairs will Include lamp, photocell, and fuse replacement, cleaning of lens/fixture. Additional work may be required to return the lf8ht to full function. Additional work will be billed on a time & materials basis. A markup. for all necessary replacement materials required for any addltfonal WOrk beyond the routine repair. for all overhead and profits of 15" shall be added to tbe contractor's costs. 2 If It Is determined that the fixture requires replacement, Contractor will replace the existing fixture with a new or refurbished City-provided fl~ure. Contractor may obtain replacement fixtures prior to dlsEJat~h!!ls"· f~L a repair , location so that the fiXture Is available If need~d. Contractor will also repiace the photocell and fuse and costs therefore will be lricluded In the bid price for fiXture replacement. 11. UQUIDATED 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 $250.00 per affected work site per work day for each day beyond the speclflj!~ completion time. Adjustments to completion time will be made for adverse weather conditions and/or other unusual conditions at the discretion of the Transportation Director or approved designee. Ill. FUTURE 1\l)JUSIMENTS A. Annually, all costs specified In SectionS "COMPENSATIONH 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. 21 B. Periodically, during the course of this asreement, circumstances may arise that affect the Contractor's expenses under the te~ms 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 (10) working days. If the adjustment Is fair and justified and the City and Contractor mutually agree on the lricrease, an amendment to the agreement will be prepared and submitted to the City Manager for final approval. C. Should adjustments to Section 6 "DUlY OF THE CONTRACTOR" be required, the Oty shall notify the Contractor In writing of the requested modification and any associated costs. The Contractor will have ten (10) working days within which to approve the change. If both parties agree to the modlfled duties and/or modified unit cost, an amendment to the agreement will be prepared .and submitted to the Oty Manager for final approval. If the Contral:tor does. not agree to the required modification, the City shan have the option of terminating this ccintract upon 30 days written notice to Contractor. JV. DRUG & ALCOHOL fBEE 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 Polley" Incorporated by reference herein . . .. B. Contra~or agrees that the Contractor and the Contractor's employe.es, while performing service for the Oty, on City property, or while using Oty equipment will not be In . ~ possession of, pse, 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 f()r the Oty, 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 asreement and any other asreement that Contractor has with the Oty if the Contractor or Contractor's employees are determined by the Transportation Director or his representative to have breached the provisions of Section VII herein as Interpreted and enforced pursuant to the provisions of the "City of Carlsbad Drug and Alcohol Use Policy" incorporated by reference herein. V. EqUIPMENT A. The machinery and equipment used by the Contractor In the furtherance of this agreement shall be modem, clean, and maintained In proper worker condition at all times consistent with current standards of the Industry and subject to the approval of the Transportation Director. B. As requested by the Transportation Director, the Contractor shall supply the City with a list of the equipment being used In furtherance of this agreement Including its make, mode~ 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. 22 j(p VI. MATERIALS A. All materials used In the furtherance of this agreement shall be In accordance with Caltrans , ·:", ._'.~ .. •. ," • '" _<!'' '+. :, .. ,.,,, ,· .. '"~ :'\ · ',~'f'/ . ~,, .><',s ~ specificatiOns and approVed by the Transportation Director or his representative. Costs ~ • ' . "" :.:. <'\'" ' ~·. ¥..';-/ ' ~ ...... ,,.,_., .. ; "' " ::: associated with materials furnished by the Con.tractor and. not supplt~ by the Oty will be reimbursed to the Contractor In accordance with SeCtion 5 ncoMPENSATION". VII. TRAFFIC CONTROL A. The Contractor may be required to submit traffic control plans to be approved by the Traffic Engineer for extra-or:dlnary services. Preparation of these plaris shalt be the sole responsibility ofthe Contractor. Public Works staff will assist only with Interdepartmental coordination. All drawings and revisions will be the responsibility of Contractor. 8. All traffic control devices shall be In conformance with the Manual op Uniform Traffic Control Pev!ces (MUTCD), latest Edition as amended by the MUTCD California SuPplement. latest edition. The Contractor will be responsible for providing and placing all temporary traffic control devices. C. The Contractor shall conduct his/her operations so as to cause the least possible Interference. with public traffic. VIII. STAFF QUALIFICATIONS A. B. Staff Involved with the placement and/or removal of traffic control devices must be certified. Certification must be made by a recognized leader In temporary work zone safety ··such as 'the American Traffic Safety Services Association (ATSsA) and must be at a level equal to or higher than a Traffic Control Technician. .• Only staff possessing a Levell or higher Roadway Lighting Technician certification as Issued by the International Municipal Signal Assodatlon (IMSA) or licensed as a certified electrician may perform actual electrical work. General laborers may perform manual labor Including excavation, conduit placement, and general construction activities under the direct supervision of a certified IMSA Roadway Ughtlng Technician and/or licensed electrician. IX. FAITHFUL PERFORMANCE A. 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 Transportation Director or approved designee. X. CANCELATION CLAUSE A. 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 falls to complete such wo.rk 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 Ccmtractor falls to make prompt payment fcir materials, equipment or labor, or If Contractor persistently disregards laws, ordinances, policies or Instructions of City, City may serle written notice upon Contractor of Its Intention to declare this agreement In default. Said notice shall 23 II ccmtaln the reasons for s~uch lnte11tlon to declare default, and unless within ten (10) days after seivlce o,f .such ootlce, such vtol~tlons shall cease and satisfactory arrangements for the ~prrectloijs thereof i~dudlng payment to the Oty fo~ a11y ~~mages resulting therefrom, be ma~e and d.ocumented In writing by both parties, this agreement shall upon the expiration of said time, be In default. XJ. PROHIBITED INTEREST A. No official of the City who Is authorized In such capadty on behalf of the qty 'o take part In negotiating, making, acc~ptlng, or approving this contract, or any architectural, enstneerlns construction or materialS supply contractor or subcontractor assodated with this contract, shall become directly or Indirectly Interested personally In this contract or 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 exerdse and executive, supervisory, or other similar functions In connection with the performance of this contract shall become directly or Indirectly Interested Personally In this contractor any part thereof. XII. VERBAL AGREEMENT OR CONVERSATION A. 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. XIII. ACCEPTANFE OF PUBLIC FAQUTIES "AS IS" " ~ I .• • A. Contractor acknowledges having examined the public facilities to be maintained pursuant to the agreement and acc!!pts them "as Is." No changes In the accepted conditions of t~e facilities shall be made by Contractor without prior approval of the Transportation Director or approved designee. 24 City Council Oty of Carlsbad 163S Faraday Av carlsbad, California . 92008 CllY OF CARLSBAD STREET UGHT DAMAGE REPAIRS CONTRACT NO. TRANS509 Bidder's Proposal The underslgne~ declares he/she has read the Notice Inviting Bids, examined the Agreement Documents, and hereby proposes to furnish all labor, mate~~. equipment, transportation, and services required to do all the work to complete tile contract for Street Ught Damage Repairs, Contract·No;·TRANS509; In accordance with the Proposal and Agreement Documents and tbat he/she will take in full payment therefore the following unit p[lces for each l,tem complete, it wit: (Please read'Sc:ope of Work S8ctlon LB' LC and I.D reaardlnl Marl&up of materials prior to completlna this section, Items & throuBh 10) ITEM DESCRIPTION ITEM with unit price or lump sum APPROXIMATE UNIT NO. price In words QUANTITY PRICE TOTAL 1. Removal and disposal of damaged standard r~ntlal street light pole and site security at S\ l<. k%d dollars each. roro .oo s ~ecc>.oo Beach $ • 2. Removal and disposal of damaged pole top mount ro»e street ligh~ pole and site security at S l X lu\e.elu.eel. dollars each. 6tx!J.oo 1,~00 3 each $ $ 3. Removal and disposal of damaged downtown village area street light pole, a~re security at 60o.a:> SI'X b &4adt..QO dollars each. ""$O().oo 3each $ $ I 25 ITEM NO. 4. 5. ITEM DESCRIPTION with unit price or lump sum price In words Removal and disposal of damaged collector Jartrrial street light pole and site security at --=S.;;!..I..,~:....;It..,!!...:;;ad=..:~=-"'"--- dollars each. Removal and disposal of damaged prime I major arterial street light :;!d~slte security at Sr )( h llDf)D dollars each. 6. Provide all labor and equipment necessary for Installation of r~dential ~pe street light Pi>le and·lumlnaire at 01)Q.~fWO¥d) ~uze. iu.!JArt dollars each. 7. 8. 9. Provide all labor and equipment necessary for Installation of contempo type street= and luminaire at ~"tla.oz.raNI "fl1'-AA.· dollars each. Provide all labor and equipment necessary for Installation of ~;t:n villa~ area ~pe street light pole and luminaire at Doe.~~ t.qp k:u.rdt.d:tollars each. · Provide alllabor and equipment necessary for Installation of colt;/ arterial type str!~ht pole and luminaire at Opg ~~kr.t dollarseach. 10. Provide all· labor and equipment necessary for Installation of prime I major?erial type street light pole and lumina ire at ~ iuM.SRtJ~IJP ~ dollars each. ·. APPROXIMATE QUANTITY Beach Beach 8each 3each 3each 8 each 8 each UNIT PRICE s Gro·.oo s «:a>.oo TOTAL s /, .1ro.oo s ~,qbn, 00 ) s 1,3W.oo s lf1'1&0.ro I 26 ITEM NO. ITEM DESCRIPTION with unit price or lump sum price In words 11. ~ anchor,ooltP.ase,. complete in place, at ~ ,AM_#iaiJJ,~fr@E.doUars each. 12. 13. 14. 15. Routine street ~~t repair, complete In place, at S.1 x;r tee dollars each. Fixture replacement, complete in place, at fl&.:6t!.rJppJ ..g,v dollars each. ·. Street Ught Technician for miscellaneous extraordinary work, Including ~rformlng dig-alert services, at . Et,jlt."J' dollars per hour. Gene~., 1 borer for miscellaneous extraordinary work at -~fl~,'-71'------dollars per hour. ·. APPROXIMATE QUANTITY 3each lS each Seach 200hours 200 hours UNIT PRICE $ 1/[),(XJ> $ 80.00 $ $.00 TOTAL s t:n£oo s s;.so.oo s /ft>.~oo I 27 Total amount cifbld In words: IJtif/y ~ &a, JaHJu,/ '<fw:jY fkfiB.LS. Total amount of bid In numbers: $_-:"Q..;.;O~~...~.lf-=2:.~~0.:;..u. 6>"'-lliO~--------------; Prlce(s) given are firm for 90 days after the date of bid opening. Addendum(a) No(s). Q has/h~ye been received and is/are induded ln. this pr~posal. ' ,,' " '"' The Undersigned has checked carefully all of the above figures and understands that the City wiD not be responsible for any error or omission on the part ofthe Undersigned In preparing this bid. The Undersigned bidder declares, under penalty of perjury, that the undersigned Is licensed to do business or act In the ::aclty of a contr.actor within t~e State of C~h~.o ... rnl~~ vahdi ~ense{un4!!r.llcense ~umber {,YJJ?'~ I classification ctg,p.i, '. which eXP,ir~.~ on 30 ZOLZ. and that this statement Is true and correct and has the JeSal effect of an affidavit. A bid submitted to the City by a Contractor who Is not licensed as a contractor pursuant to the Business and Professions Code shall be considered nonresponsive and shall be rejected by the City. §7028.15(e). In all contracts where federal funds are Involved, no bid submitted shalf be Invalidated by the failure of the bidder to be licensed In accordance with california law. However, at the time the contract Is awarded. the contractor shall be properly licensed. Public Contract Code §20104. The Undersigned bidder hereby represents as follows: That no Council member, officer agent, or employee of the City of Carlsbad Is personally Interested, directly or Indirectly, In this Agreement, or the compensation to be paid hereunder; that no representation, oral or In writing, of the City Council, Its officers, agents, or employees has Inducted his/her to enter Into this Agreeme{lt, excepting only those contalne,d.Jn this form qf Contract an~ the papers made a part hereof.b.Y Its terms; and That this bid Is made without connection wfth any person, firm,· or corporation making a bid for the sam~ work, and Is In all respects fair and without collusion or fraud. The Undersigned Is aware of the provisions of Section 3700 of the Labor Code which r~qulres every employer to be Insured against liability for workers' compensation or to undertake self-insurance In accordance with the provisions of that code, and agrees to comply. with such provision before commencing the performance of the work of this Agreement and cantlnue to comply until thi agreem~nt Is complete. PUBLIC aGENCY CLAUSE It Is Intended that any Qther public agency (i.e. city, district, pubhc authority, public agency, municipal utility, and other potential subdivision or .. ptl~llc, corpo?tlot' of CaliforniCI) located irt Safl P,~ego County ~hall have the option to participate afthe unit prices as In the bid proposal. The Oty of carlsbad shall Incur no financial responsibility In connection with purchase by another public agency. The public aaency shan accept sole responsibility for placing orders, administering orders, and maklna payments. This option will not be considered In bid evaluation. Indicate below whether this option Is or Is not granted. YES (3"' NoD OPENED, WITNESSED AND RECORDED: qjr f'/IL DATE 28 Republic Intelligent Transportation Services, Inc. UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF REPUBLIC INTELLIGENT TRANSPORTATION SERVICES INC. l11e undersigned, constituting the entire Board of Directors of Republic Intelligent Transportation Services, Inc., a corporation organized and existing under the laws of the State of California (the "Corporation"), acting in lieu of a meeting, HEREBY APPROVE AND CONSENT to the adoption of the following resolutions: WHEREAS, it is the intention of the Board of Directors to appoint and maintain officers of the Corporation to manage the daily operations of the Corporation; and WHEREAS, it is the intention of the Board of Directors to authorize the officers of the Corporation to execute bonds, contracts, bids, legal, and other documents as may become necessary for the Corporation to transact its business. NOW, THEREFORE, BE IT RESOLVED that it is RESOLVED, that effective as of December 1'', 201 I, the officers of the Corporation are as follows: Terry Heath James Wagner Mario Mattern Dennis Walther Dirk Glaser Daniel Hislip Phillis Ing Beverly Pacansky Lonnie Ellis Chairman President and CEO Vice President, CFO and Assistant Secretary Vice President Vice President and Assistant Secretary Secretary As.'listant Secretary Assistant Secretary Assistant Secretary RESOLVED, that th'e officers of the Corporation be duly authorized to legally bind the Corporation through the execution of bonds, contracts, bids, legal, and other documents as may become necessary from time to time in order for the Corporation to transact its business. RESOLVED, that any actions taken by the officers of the Corporation prior to date of the foregoing resolutions that are within the authority conferred thereby are hereby ratified, confinned and approved as the acts and deeds of this Corporation. SIGNED, this November 08,201 I, by the Board of Directors, in its entirety. as follows: BosroN • DALLAS • HousTON • Los ANGELes • MIAMI • PHILADELPHIA PHoENIX • SACRAMENTO • SAN DIEGo • SAN FRANCISCo • SAN Jose