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HomeMy WebLinkAbout2012-07-24; City Council; 20971; Approval Agreement Street Light ServicesCITY OF CARLSBAD - AGENDA BILL AB# MTG. 07/24/2012 20,971 DEPT. TRAN APPROVAL OF AN AGREEMENT FOR AS-NEEDED STREET LIGHT REPAIR AND MAINTENANCE SERVICES DEPT. HEAD CITY ATTY. CITY MGR. RECOMMENDED ACTION: Adopt Resolution No. 2012-185 approving an agreement for as-needed street light repair and nriaintenance services. ITEM EXPLANATION: On March 21, 2012, notification inviting bids for an annual as-needed street light repair and maintenance services contract was published as request for bid (RFB) 12-04A. Three bids were received, opened, witnessed and recorded on April 18, 2012. Bids were received from Asplundh Construction, Republic Intelligent Transportation Services (RITS), and Southwest Signal. The bids were reviewed and evaluated in accordance with the city's best value criteria and the Carlsbad Municipal Code. Republic Intelligent Transportation Services received the highest score. Staff recommends approval of an agreement with RITS for the as-needed street light repair and maintenance services contract. FISCAL IMPACT: It is estimated that the Transportation Department will require approximately $140,000 annually in as-needed street light repair and maintenance services. During FY 2011/12 the City contracted $160,600 for these types of as-needed services. The Transportation Department's proposed FY2012/13 Operating Budget allocates $145,000 for street light maintenance, repair and rehabilitation typically associated with street light knock downs or severely deteriorated lights in need of repair. Staff is recommending a two-year initial contract term with a maximum amount of $140,000 per year. The agreement may be extended for three additional one-year periods with a not- to-exceed amount of $140,000. Extensions will be based on the City's need, satisfactory performance by the consultant, and appropriation of funds by the City Council. There is no obligation on the City's part to utilize any services provided by the selected firms; the firms provide services at the City's discretion. DEPARTMENT CONTACT: John Maashoff 760-802-7807 iohn.maashoff(S)carlsbadca.aov FOR CITY CLERKS USE ONLY X COUNCIL ACTION: APPROVED X CONTINUED TO DATE SPECIFIC • DENIED • CONTINUED TO DATE UNKNOWN • CONTINUED • RETURNED TO STAFF • WITHDRAWN • OTHER-SEE MINUTES • AMENDED • Page 2 ENVIRONMENTAL IMPACT: Pursuant to Public Resources Code section 21065, this action does not constitute a "project" within the meaning of CEQA in that it has no potential to cause either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, and therefore does not require environmental review. EXHIBITS: 1. Resolution No. 2012-185 approving an agreement for as-needed street light repair and maintenance services. 2. Agreement for as-needed street light repair and maintenance. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 2012-185 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING AN AGREEMENT FOR AS-NEEDED STREET LIGHT REPAIR AND MAINTENANCE SERVICES. WHEREAS, the City advertised for bids to perform as-needed street light repair and maintenance, hereinafter referred to as the "Agreement"; and WHEREAS, the bids have been received by the City of Carlsbad, California for the Agreement; and WHEREAS, the bids were opened, witnessed, and recorded on April 18, 2012; and WHEREAS, the bids were evaluated for best value; and WHEREAS, the bidder determined to have the best value was Republic Intelligent Transportation Services; and WHEREAS, sufficient funds currently exist in the street light repair and maintenance account. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows: 1. That the above recitations are true and correct. 2. The best value bid submitted by Republic Intelligent Transportation Services for as- needed street light repair and maintenance is hereby approved. /// /// /// /// /// /// /// /// /// /// /// -J 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PASSED, APPROVED AND ADOPTED at a Regular Meeting ofthe City Council of the City of Carlsbad on the 24*^ day of July, 2012, by the following vote to wit: AYES: NOES: Council Members Hall, Kulchin, Blackburn, Douglas and Packard. None. ABSENT: None. ORRAINE M. WOOD, City Clerk (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 day of STulu , 2012, by and between the CITY OF CARLSBAD, a municipal corporation, (Xity"), 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 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-:VH". OR City Attorney Approved Version 2/17/12 6- 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. 10.1.1 Commercial General Liabilitv 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. 10.1.2 Automobile Liabilitv (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. 10.1.3 Workers' Compensation and Emplover's Liabilitv. 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. 10.1.4 Professional Liabilitv. 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 livevears following the date of completion of the work. If box is checked, Professional Liability City's Initials CofitraAtor's Initials Insurance requirement is waived. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 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 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. Citv 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 underthis 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, ail 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 Citv For Contractor Name John Maashoff Name Jeffrey Pierce Title Superintendent (OCA) Title Project Manager Department Transportation Address 1820 John Towers Ave., Suite "A" City of Carlsbad El Cajon, CA 92020 Address 405 Oak Avenue Phone No. 619-562-1104 Carlsbad, CA 92008 Email Jeffrey.pierce(^siemens.com Phone No. 760-434-2856 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 2/17/12 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 (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be fon^/arded 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 2/17/12 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 seg.. 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 Id 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 TRANSPORTATION SERVICES, INC., a Californis/corporation By: . , _ (sign here) forint name/titled \ CITY OF CARLSBAD, a municipal corporation of the State of California layorcr Divioion Dircotor^^^^ •authorized by tho City Monagoj^^^^VsA'''/^ (print name/title) ATTEST: (sign here) TORRAINE M. WOOD (print nameAitle) 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 ofthe 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 RONA FORM: ity Attorney Attorney City Attorney Approved Version 2/17/12 CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT State of Califomia County of On C/ir//2. before.e. ^^'^ M/i ' (Here insert name and title of the officaf) . personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose namefs) 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 ofthe State of Califomia that the foregoing paragraph is tme and correct. WXCSfESS^y Ij^nd aiyi official seal. .it, Signktiire of Notary /ublic BROOKE L. SACHS Commission # 1937262 Notary Public-California J ^"^^Jig^ Marin County (Notary ^ t My Comm^. ExpjrP. M,.. on^n.^. ADDITIONAL OPTIONAL INFORMATION DESCRIPTION OF THE ATTACHED DOCUMENT (Title or description of attached document) (Tide or description of attached docimient continued) Number of Pages Document Date (Additional information) CAPACITY CLAIMED BY THE SIGNER • Individual (s) • Corporate Officer (Title) • Partner(s) • Attomey-in-Fact • Trustee(s) • Other 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 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 carefully for proper notarial wording and attach this form if required. • State and County information must be the State and Cotmty 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 comma and then your tide (notary public). • Print the name(s) of document signer(s) who personally appear at the time of notarization. • Indicate the correct singular or plural forms by crossing off incorrect fonns (i.e. fee/she/#ieyr is /afe) or circling the correct fonns. Failure to correctly indicate this information 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 2008 Version CAPA vl2.10.07 800-873-9865 www.NotaryClasses.com IZ CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT State of Califomia County of on_i/k4^ ^nL ad^. Ho-hi^ Pdl^ ' (Here inseif name and title of the/>fficer) personally appeared h4(lA 0 ll^d.^^^ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instmment 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 instmment the person(s), or the entity upon behalf of which the person(s) acted, executed the instmment. I certify under PENALTY OF PERJURY under the laws ofthe State of Califomia that the foregoing paragraph is tme and correct. (Notary Seal) Signature o BROUKEL SACHS" Commission # 1937252 Notary Public California Mann County 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) CAPACITY CLAIMED BY THE SIGNER • Individual (s) • Corporate Officer (Title) • Partner(s) • Attomey-in-Fact • Tmstee(s) • Other INSTRUCTIONS FOR COMPLETING THIS FORM Any acknowledgment completed in California must contain verbiage exactly as appears above in the notaiy 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 Califomia (i.e. certifying the authorized capacity of the signer). Please check the document carefully for proper notarial wording and attach this form if required. • State and County infonnation must be die State and County where the document signer(s) personally appeared before the notary public for acknowledgment. • Date of notarization must be the date that die signer(s) personally appeared which must also be the same date die acknowledgment is completed. • The notary public must print his or her name as it appears within his or her commission followed by a coimna and tiien your title (notary public). • Print the name(s) of document signer(s) who personally appear at die time of notarization. • Indicate die correct singular or plural fonns by crossing off incorrect forms (i.e. he/she/dieyr is /«=©) or circling die correct fonns. Failure to correctly indicate diis 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 cotmty 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 die signer. If the claimed capacity is a corporate officer, indicate die title (i.e. CEO, CFO, Secretary). • Securely attach this document to the signed document 2008 Version CAPA vl2.10.07 800-873-9865 www.NotaryClasses.com /3 EXHIBIT "A" AGREEMENT FOR AS-NEEDED STREET UGHT MAINTENANCE AND REPAIR SERVICES SCOPE OF SERVICES I DUTY OF CONTRACTOR A General 1 Contractor Is responsible for protecting all underground faclHties at each work site. This includes notification of Underground Service Alert of Southern Caiifomia (pigAlert) and coordination for marlcouts and Joint meets when necessary. 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 Transportation Director or apfiroved representative. In cases where specific devices are required but not readily available to th€ Contractor, they may be borrowed from the Qty when available. All wori< performed by the Contractor will be in accordance with ail applicable standard specifications. Non-conforming woric shall be removed and replaced by the Contractor upon written notification by the Transportation Director. Any costs associated with the removal and replacement df nori-conformlng woric shall be borne by the Contractor. The Contractor shall provide and install barricades, delineator warning devices, and construction signs in conformance with the Manual on Uniforgf^ Traffic Control Devices (MUTCD), latest edition. During adverse weather or unusual working conditions, additional traffic control devices shall be placed as directed by the Transportation Director. B. Knoc|^d9\vn? 1 Upon nQtlfication that a street light has been damaged. Contractor shall 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. Within three (3) working days foiiowing initial notification. Contractor will retum 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. Within three (3) working days following site security and debris disposal, the Contractor shall report all pertinent pole and luminaire information to the Qty and order all necessary replacement materials. 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. AH repairs will be completed within fifteen working days following notiffcation that the materials have been received unless otherwise approved by the Transportation H:\Puich8«}ngNJ0HN'S FILE\BIDS-RFPS-QUOTESM 112BIDS\Bid5\RFB1204AREBID\RFB 12^)4A.docx 20 Icf Director or approved designee. Bid Items 6 through 10 request unit orlces for all labor and equipment necessarv to plan, coordinate, and Install replacement lights. Compensatton for all materials used in repair of a knockdown or pole replacement shall be made as follows: The cost of all necessarv replacement materials reported shall be at Invoice or lowest current price at which such materials are locaih^ available and delivered to the lob site In the Quantities Involved, plus sales tax, freight, and delwerv. A markup, for all necessarv replacement materials, 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 (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 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. ^ markup, for all necessarv replacement materials, for all overhead and profits of 1596 shall be added to the contractor's costs. D. pouting f\m\r§ 1 Whenever the routine workload exceeds the Cit/s ability to complete routine repairs In accordance within acceptable service levels and/or In case City staftls otherwise unavailable, the City may request that the Contractor perform routine street light repairs. Routine requests are defined as burnout, constant burji, 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 light to full function. Additional work will be billed on a time & materials basis. A markup, for all necessarv rgnlacement materials required for anv additional work bevond the routine repair, for all overhead and profits of 15% shall be added to the contractor's costs. 2 If it is determined that the fixture requires replacement, Contractor will replace the existing fbcture with a new or refurbished Clty-provlded fixture. Contractor may obtain replacement fixtures prior to dispatching to a repair location so that the fixture Is available If needed. Contractor will also replace the photocell and fuse and costs therefore will be Included In the bid price for fixture replacement. It. 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 specified completion time. Adjustments to completion time will be made for adverse weather conditions and/or other unusual conditions at the discretion ofthe Transportation Director or approved designee. m. FUTURE ADJUSTMENTS A. Annually, all costs specified in Section 5 "COMPENSATION" shall be subject to change, upon mutual agreement of the Qty and Contractor, to reflect cost of Ih/lng Increases or decreases in the costs of labor and equipment as dictated by market conditions. 21 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 (10) 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. C Should adjustments to Sectton 6 "DUTY OF THE CONTRACTOR" be required, the City shall notify the Contractor in writing of the requested modlficatton and any associated costs The Contractor will have ten (10) 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 Qty Manager for final approval. Ifthe 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. IV. DRUG & ALCOHOL FREE WORkPl^(;F^ A The City of Carisbad is committed to maintaining a work environment free from the effects of drugs and alcohol consistent with the directh/es 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, pse, or be under the Influence of drugs or alcohol. C. The Contractor has the duty to Inform ail emptoyees 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 possesston, 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 Transportatfon Director or his representative to have breached the provistons of Section VII herein as interpreted and enforced pursuant to the provistons 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 conditton at all times consistent with current standards of the industry and subject to the approval of the Transportation Director. B. As requested by the Transportatton 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 notlffcatton to the Contractor. 22 Vi. MATERIALS A All materials used in the furtherance of this agreement shall be In accordance with Caltrans spedflcattons and approved by the Transportatton Director or his representative. Costs associated with materials fornlshed by the Contractor and not supplied by the Qty will be reimbursed to the Contractor In accordance with Section 5 "COMPENSATION". VII. 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 coordinatton. All drawings and revlstons will be the responsibility of Contractor. B. All traffic control devices shall be in conformance with the Manual on Uniform Traffic Con^rpl O^vUj^^ (MUTCD), latest Edition as amended by the MUTCD California Supplement. I?tg?^ g^lttoP' The Contractor will be responsible for providing and placing all temporary traffic control devices. C The Contractor shall conduct his/her operattons so as to cause the least possible Interference with public traffic. VIII. STAFF QUALIFICATIONS A. 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 levd equal to or hlgheir than a Traffic Control Technician. B. Only staff possessing a Level I or higher Roadway Lighting Technician certlflcatton as Issued by the Internattonal Muhtolp^l Signal Association (IMSA) or licensed as a certified electrician may perform actual el&lcal work. Gene^l laborers may perform manual labor Including excavatton, conduit placement, and general constructton activities under the direct supervision of a certified IMSA Roadway Ughting Technician and/or licensed electrician. IX. FAITHFUL PERFORMANf;E 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 constructton practices and shall be subject to the approval of the Transportation Director or approved designee. X. CANC^tAT!9NCM\u$F A. If Contractor refoses or falls to prosecute the agreement or any separable part thereof with such diligence as will ensure Its completton 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 falls to make prompt payment for materials, equipment or labor, or If Contractor persistently disregards laws, ordinances, pollctes or Instructtons of City, City may serve written notice upon Contractor of Its Intentton to declare this agreement in default. Sakl notice shall 23 /? contain the reasons for such Interition to declare default, and unless within ten (10) days after service of such notice, such violations shall cease and satisfactory arrangements for the corrections thereof including payment to the Qty for any damages resulting thereft-om, be made and documented In writing by both parties, this agreement shall upon the expiration of said time, be in default. XI. PROHIBITED INTEREST A. 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 in any part thereof. No employee, architect, engineer, inspector or attorney of or for the Ctty who Is authorized In such capacity and on behalf of the City to exercise and executive, supervisory, or other similar fonctlons In connection with the performance of this contract shall become directiy or indirectly Interested personally In this contract or any part thereof. XII. VERBAL AGREEMENT OR CONVERSATION A. No verbal agreement or conversation with any office, agent, or employee of the Ctty, 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 conversatton entitle the Contractor to any additional payment whatsoever under the terms of this agreement. XIII. ACCEPTANCE OF PUBUC FAOUTIES "AS IS" A. Contractor acknowledges having examined the public facilities to be maintained pursuant to the agreement and accepts them "as is." No changes in the accepted condittons of the facilities shall be made by Contractor without prior approval ofthe Transportatton Director or approved designee. 24 Jl 50 C? n o iff sr CL S M SL D. f 3Q O rt ^ ^ a ^ '5 § 01 IS s t sr rt Al 01 3 01 OQ rt a Q. O 3 O 3 s. OQ rt 01 3 01 rt tt JS »I 0» OQ rt 1-1 I rt » rt rt 01 s-n 3* t 6 u o pg TV o so f 3 tn C 3 3D U o a. > C 39 O R =1 3 tail a SJ n c 3 Si 2 oT M 8 00 09 3l 00 8 tM rt 0> O 3" CU rt 0» n 3- I 8 *4 8 00 rt 0) JS 00 rt 00 rt 0) a> Pg c H 3 m » 2 53 5. 3 <5 -1 — a? ' z C 3 > C 30 n q ,7^ M Ul o rt '3 3 8 rt 3 I o & s Si ^ •o o ? a 3- 3* O Oi • s 01 3- » s-5 3 ^ I'l a 3 01 ^ f 3 M n _ rt rt fi. rs O S. « sr S n rt •1 3-O c § 3 o -1 Q. 3 01 9 ll ^1 c 3 ? rt 3 rt n o 3 n n rt a 3' sr s* 7k S 90 O c ^ rt t) 2 rt TJ 0) 8 3 It !!. SI 9 rt "2. 01 gr ot 200 hoL 200 hot SeacI 15ea( U< Cl 3- w •(A h 8 8 8 cu > Z X c h o ,-0 -7/ Total amount of bid In words: Pf^jv ^eUSfflJl ^iJouJ/j^J ^UJ^J^/ DdUaUL Total amount of bid In numbers: S ^Oj^20.Q(^ Prlce(s) given are firm for 90 days after the date of bkl opening. Addendum(a) No(s). has/have been received and Is/are Induded In this proposal. The Undersigned has checked carefolly all of the above figures and understands that the City will not be responsible forany erroror omission on the part of the Undersigned In preparing this bid. The Undersigned bidder dedares, under penalty of perjury, that the undersigned Is licensed to do btj$lness or act In the capacity of a contractor within the State of California, validly licensed under license number dHllSH , classification 9Sifkif^ which expires on (ol^ojzoiZ. . and that this statement Is true and correct and has the legal effect of an affidavit. A bkl submitted to the City by a Contractor who Is not licensed as a contractor pursuant to the Business and Professtons 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 shall 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 properiy licensed. Public Contract Code §20104. The Undersigned bidder hereby represents as follows: That no Coundi member, officer agent, or employee ofthe City of Carisbad Is personally Interested, directly or Indirectly, In this Agreement, or the compensatton to be paid hereunder; that no representation, oral or In writing, ofthe City Council, Its officers, agents, or employees has inducted his/her to enter into this Agreement, excepting only those containe.d.in this form of Contrad an^ the papers made a part hereof,by its terms; and That this bid Is made without connedion Wfth any person, flrm, or corporation making a bid for the samie work, and Is In all respects fair and without collusion or fraud. The Undersigned Is aware of the provisions of Sedion 3700 of the Labor Code which requires every employer to be Insured against liability for workers' compensatton 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 continue to comply until the agreement Is complete. PVPUCAgENCYCMVU?^ It is intended that any other publk agency (i.e. city, district, public authority, public agency, munidpal utility, and other potential subdh^islon or public corporation of California) located In San Oiego County shall have the option to parttoipate at the unit prices as in the bkl proposal. The Qty of Carisbad shall incur no financial responsibility In connedion wtth purchase by another pubtic agency. The public agency shall accept sole responsibility for placing orders, administering orders, and making payments. This option will not be considered in bid evaluation. Indicate betow whether this optton Is or Is not granted. YES NOn OPENED, WITNESSED AND RECORDED: DATE 28 Republic Intelligent Transportation Services, Inc. UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF REPUBLIC INTELLIGENT TRANSPORTATION SERVICES INC. Tlie 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 Califomia (the "Comoration"). 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 lo 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*', 2011, the officers of the Corporation are as follows: Terry Heath James Wagner Mario Mattem 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.sistant Secretary Assistant Secretary A.ssistant Secretary RESOLVED, that the officers of the Corporation be duly authorized to legally bind the Corporation through the execution of bondSj 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, confirmed and appnived as the acts and deeds of this Corporation. SIGNED, this November 08,2011, by the Board of Directors, in its entirety, as follows: BOSTON • DALLAS • HOUSTON • Los ANGELES • MIAMI • PHILADELPHIA PHOENIX • SACRAMENTO • SAN DIEGO • SAN FRANCISCO • SAN JOSE