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HomeMy WebLinkAboutC-3930 - SA for Maintenance and Repair of City Traffic Signal SystemAMENDMENT NO. 2 TO SERVICE AGREEMENT WITH REPUBLIC INTELLIGENT TRANSPORTATIONS SERVICES, INC. 43 FOR MAINTENANCE AND REPAIR OF CITY TRAFFIC SIGNAL SYSTEM THIS AMENDMENT NO. 2 TO SERY QW AGREEMENT ( "Amendment No. 2 ") is entered into as of this Soh day of Jan"e� 2012, by and between the CITY OF NEWPORT BEACH, a California Municipal Corporation ( "City "), and REPUBLIC INTELLIGENT TRANSPORTATIONS SERVICES, INC. a California corporation whose address is 371 Bel Marin Keys Blvd., Suite 200, Novato, California 94949 ( "Company "), and is made with reference to the following: RECITALS: A. On April 10, 2007, City and Company entered into a Maintenance and Repair Service Agreement ( "Service Agreement ") for the City Traffic Signal System for maintenance and repair services for all traffic signal controllers, electrical or mechanical traffic control or traffic devices, traffic signal poles and all other hardware, at all signalized intersections within the City (hereinafter referred to as the "City's Traffic Signal Facilities "). ( "Project "). B. On February 22, 2011, City and Company entered into Amendment No. One to the Service Agreement to increase the scope of work, increase the total compensation, extend the term of the Agreement ( "Amendment No. 1 "). C. City desires to enter into this Amendment No. 2 to extend the term of the Agreement to January 1, 2013. D. City and Company mutually desire to amend the Agreement, as provided below. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM Section 1 of the Agreement, shall be amended in its entirety and replaced with the following: The term of the Agreement shall commence on April 10, 2007 and shall terminate on January 1, 2013, unless terminated earlier as provided for in the Agreement. 2. COMPENSATION This Amendment No. 2 does not provide for any additional compensation and is instead intended to allow Company additional time to complete the Project. 3. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2 on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: By:—�� Aaron C. Ha -r City Attorney CITY OF NEWPORT BEACH, A California hu 'cipal corporation Date: Z Z_ 6B . -� y0 to n . B a d u m LAO . PUi lic Works Director ATTEST: COMPANY: REPUBLIC INTELLIGENT Date: 1'� 2 TRANSPORTATIONS SERVICES, INC., a California c rpor tion Date: 2 _ 12— By: 2By: By: Leilani I. Brown lir(C LC2I',5 City Clerk / ,��'O�� Date: Gl �I �A1�I F0 By: (I t' w l'i 0 04.atf e>-1.11 C FCD, V. P Al2-00187/f.l appslcaflcycoml wpdocsld0141p007100010174.doc REPUBLIC INTELLIGENT TRANSPORTATIONS SERVICES, INC. Page 2 C-- 5 AMENDMENT ONE TO THE SERVICE AGREEMENT WITH REPUBLIC INTELLIGENT TRANSPORTATION SERVICES, INC. FOR MAINTENANCE AND REPAIR OF CITY TRAFFIC SIGNAL SYSTEM THIS AMENDMENT NO. ONE TO MAINTENANCE AND REPAI SERVICE A,QREEMENT ( "Amendment No. One "), is entered into this do? Y' day of 01A[MNvA of 2011, ( "Commencement Date ") by and between the CITY OF NEWPORT BEACH, a Municipal Corporation and Charter City ( "City "), and REPUBLIC INTELLIGENT TRANSPORTATION SERVICES, INC., a California Corporation located at 371 Bel Marin Keys Boulevard, Suite 200, Novato, California, 94949 ( "Company "), is made with reference to the following: RECITALS A. On April 10, 2007, City and Republic Intelligent Transportation Services, Inc. entered into a Maintenance and Repair Service Agreement ( "Service Agreement ") for the City Traffic Signal System for maintenance and repair services for all traffic signal controllers, electrical or mechanical traffic control or traffic devices, traffic signal poles and all other hardware, at all signalized intersections within the City (hereinafter referred to as the "City's Traffic Signal Facilities "). B. The City currently operates and maintains 117 traffic signals within City limits. City desires to enter into this Amendment No. One to reflect additional services not included in the Agreement, to extend the term of the Agreement by two months in order to follow the fiscal calendar year, and to increase the total compensation. NOW, THEREFORE, it is mutually agreed by and between the undersigned as follows: 1. TERM Section 1 of the Service Agreement, shall be amended in its entirety and replaced with the following: The term of the Agreement shall follow the fiscal year calendar and terminate on June 30, 2012, unless terminated earlier as provided for in Agreement. 2. COMPENSATION The introductory paragraph to Section 3 of the Service Agreement shall be amended in its entirety and replaced with the following: City shall pay Republic Intelligent Transportation Services, Inc. for the services on a time and expense not -to- exceed basis not to exceed the sum of Two Hundred and Eighty Thousand Dollars ($280,000.00) per fiscal year ( "Contract Amount ") in accordance with the provisions of this Section and the Contract Unit Price Schedule attached as Exhibit B to the Service Agreement. 3. HOLD HARMLESS Section 11 of the Service Agreement shall be amended in its entirety and replaced with the following: To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the "Indemnified Parties) from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or indirectly) to the negligence, recklessness, or willful misconduct of the Consultant or its principals, officers, agents, employees, vendors, suppliers, subconsultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them. Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence, active negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 4. INSURANCE Section 12 of the Service Agreement shall be amended in its entirety and replaced with the following: Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. A. Proof of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this contract. City reserves the right to require complete, certified copies of all required insurance policies, at any time. oil E. Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement. F. Additional Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. IN WITNESS WHEREOF, the parties have executed this Amendment No. One on the dates below. APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY Date: /2 , N /0 A B -N V Leonie Mulvihill, Assistant City Attorney ATTEST: Date: "2 I ( By: , 00, Leilani I. Brown, City Cler po O ,1 5 CITY OF NEWPORT BEACH A Californ'fa Municipal Corporation Date: Es Michael F. Henn Mayor COMPANY: REPUBLIC INTELLIGENT 10%?004 0) SERVICES, INC., a California n Corporation Date: 3 3 1 11 4e es A. Wagne , Vice President of Engineering Jeffrey. s"°"v Secreta v an Tr aurer CERTIFICATE OF INSURANCE CHECKLIST C4 of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. Date Received: 3114.2011 Dept./Contact Received From: Shama Date Completed: 3 /I50011 Sent to: Shauna By: CaroVRubv Company /Person required to have certificate: Republic ITS. .A Siemens Company 1111�c��u�:n�rn nr�r -� A. INSURANCE COMPANY: HDI Gerling America Insurance Co. B. AM BEST RATING (A-: VII or greater): A, Ylll C. ADMITTED Company (Must be California Admitted): Is Company admitted in California? Yes F No F D. LIMITS (Must be $1M or greater): What is limit provided? $1,000,000 E. PRODUCTS AND COMPLETED OPERATIONS (Must include): Is it included? (completed Operations status does not apply to Waste Haulers) Yes F xj No F. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? Yes No G. PRIMARY & NON - CONTRIBUTORY WORDING (Must be included): Is it included? Yes No O H. CAUTION! (Confirm that loss or liability of the named insured is not limited solely by their negligence) Does endorsement include "solely by negligence" wording? Yes O No F7X I. NOTIFICATION OF CANCELLATION: Although there is a provision that requires notification of cancellation by certified mail; per Lauren Farley, the City will accept the endeavor wording. New Acord wording 11. AUTOMOBILE LIABILITY A. INSURANCE COMPANY: Liberty Muwal Fire Insurance Company B. AM BEST RATING (A-: VII or greater) A, XV C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? Yes No 0 D. LIMITS (Must be $1M min. BI & PD and $500,000 UM, $2M min for Waste Haulers): What is limits provided? $2.000,000 E. PRIMARY & NON - CONTRIBUTORY WORDING (For Waste Haulers only): Is it included? NIA Yes No F. NOTIFICATION OF CANCELLATION: Although there is a provision that requires notification of cancellation by certified mail; per Lauren Farley, the City will accept the endeavor wording. New Acord wording tlt. WORKERS' COMPENSATION A. INSURANCE COMPANY: Liberty Insurance Corporation B. AM BEST RATING (A-: VII or greater): A. \V _ C. LIMITS: Statutory —a_ D. WAIVER OF SUBROGATION (To include): Is it included? Yes [�X] No HAVE ALL ABOVE REQUIREMENTS BEEN MET? IF NO, WHICH ITEMS NEED TO BE COMPLETED? Note the SIR for WC is S500K: please review with Risk Manauer for approval. NOTES: Approved: Agent of Alliant Insurance Services Broker of record for the City of Newport Beach 0 Requires approval /exception /waiver by Risk Management Comments: Date Approved: L I Risk Management V Date Yes O No FX B &B initials CITY OF NEWPORT BEACH CITY COUNCIL STAFF REPORT Agenda Item No. 6_ February 22, 2011 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Public Works Department Brad Sommers, Senior Civil Engineer 949 - 644 -3326 or bsommers @newportbeachca.gov SUBJECT: TRAFFIC SIGNAL MAINTENANCE AGREEMENT —APPROVAL OF AMENDMENT 1 TO SERVICE AGREEMENT WITH REPUBLIC ITS, INC. ISSUE The annual costs required to maintain the City's traffic signals to an acceptable state of repair has consistently been higher then the current allowed contract cap for the past three years due to a conservative initial estimate, the installation of several new signals and associated equipment, aging facilities, and an increase in damage incidents to our signal facilities due to traffic collisions. RECOMMENDATION Approve Amendment No. 1 to the Service Agreement with Republic Intelligent Transportation Services, Inc. (Republic ITS) of Novato, California, amending the following terms: 1. Increase the annual contract compensation cap from $210,000.00 to a fee not to exceed $280,000.00; 2. Increase the number of maintained traffic signals from 112 to 117; and 3. Change the term of the agreement from an annual conclusion date of April 10th to the fiscal year end date of June 30th for the remainder of the five year term for accounting purposes. DISCUSSION In April of 2007, the City entered into a five year agreement with Republic ITS to provide personnel and equipment for the maintenance and repair of the City's traffic signal system. This maintenance agreement includes a detailed scope of work that Traffic Signal ML .,nance Agreement — Approval of Amendment 1 to Se. a Agreement with Republic ITS, Inc. February 22, 2011 Page 2 . . r - I;. in`cludb' &:ple orforf rming routine signal maintenance repair, as well as emergency repairs in 14. response to traffic accidents or other associated emergencies. The existing traffic signal hardware (poles, heads, and illuminated street name signs) is quickly becoming weathered and deteriorated beyond a desired stare of repair and additional funding is needed. While the current contract limit and budget allow for basic maintenance work with a focus on keeping the signals operating safely, the system is showing increased deterioration requiring a higher level of attention. Staffs ability to address this issue is limited by the current contract cap and available funds. Since execution of the maintenance contract in 2007, the budget has been strained further by the installation and required maintenance for five more traffic signals and a higher level of accidents then originally anticipated (in which traffic signals are damaged and need to be repaired). Because of these factors, the annual not to exceed compensation cap of $210,000.00 and associated budget are not sufficient to cover the cost requirements. Subsequently, this increase in maintenance and repair costs has resulted in multi -year overruns of the existing Republic ITS traffic signal maintenance agreement annual compensation cap. This requested increase in the annual compensation cap for this contract to $280,000.00 will allow for increased maintenance of the existing traffic signals as well as some improved appearance of the equipment. Additionally staff will have increased ability to accommodate the necessary repairs cost associated with unforeseen incidents without exceeding the contract. funding cap limits. Two additional terms of the contract will also be changed within this amendment. These changes include correcting the number of maintained traffic signals from 112 to 117 and changing the term of the contract to align with the City's fiscal year calendar. Therefore, the annual renewal of the compensation will be consistent with the City's budget and commence on July 1. Currently, the terms of the agreement correspond to the anniversary of the contract execution (April 10th) The maintenance and repair prices that have been programmed in the original scope of work have not increased over the life of the agreement, nor will they be changed through this amendment. This maintenance agreement is in addition to the ongoing work effort associated with the current Traffic Signal Modernization project and the annual Traffic Signal Rehabilitation projects. These projects are funded through the annual Capital Improvement Program and facilitate large scale rehabilitation /replacement of traffic signals and upgrades to the traffic signal system. ENVIRONMENTAL REVIEW This action is not subject to the California Environmental Quality Act ( "CEQA ") and no action is required. r Traffic Signal M—.,enance Agreement — Approval of Amendment 1 to S,...ce Agreement with Republic ITS, Inc. February 22, 2011 Page 3 PUBLIC NOTICE The agenda item was noticed according to State Law prior to the City Council consideration of. the item. FUNDING AVAILABILITY The current FY 2010/11 budget for this contract includes $284,000 for use towards traffic signal maintenance and accommodates this increased funding cap in the following accounts and no new funding is being requested. Account Description TS Maintenance TS Collision Repair Prepared by: Brad Sommers, P.E. Senior Civil Engineer Account Number Amount 5200 -8030 $254,000.00 5200 -8034 $30,000.00 Total: $284,000.00 Submitted by: AMENDMENT ONE TO THE SERVICE AGREEMENT WITH REPUBLIC INTELLIGENT TRANSPORTATION SERVICES, INC. FOR MAINTENANCE AND REPAIR OF CITY TRAFFIC SIGNAL SYSTEM THIS AMENDMENT NO. ONE TO MAINTENANCE AND REPAIR SERVICE AGREEMENT ( "Amendment No. One "), is entered into this day of of 2011, ('Commencement Date ") by and between the CITY OF NEWPORT BEACH, a Municipal Corporation and Charter City (`City "), and REPUBLIC INTELLIGENT TRANSPORTATION SERVICES, INC., a California Corporation located at 371 Bel Marin Keys Boulevard, Suite 200,_ Novato, California, 94949 ( "Company "), is made with reference to the following: RECITALS A. On April 10, 2007, City and Republic Intelligent Transportation Services, Inc. entered into a Maintenance and Repair Service Agreement ( "Service Agreement ") for the City Traffic Signal System for maintenance and repair services for all traffic signal controllers, electrical or mechanical traffic control or traffic devices, traffic signal poles and all other hardware, at all signalized intersections within the City (hereinafter referred to as the "City's Traffic Signal Facilities "). B. The City currently operates and maintains 117 traffic signals within City limits. City desires to enter into this Amendment No. One to reflect additional services not included in the Agreement, to extend -the term of the Agreement by two months in order to follow the fiscal calendar year, and to increase the total compensation. NOW, THEREFORE, it is mutually agreed by and between the undersigned as follows: 1. TERM Section 1 of the Service Agreement, shall be amended in its entirety and replaced with the following: The term of the Agreement shall follow the fiscal year calendar and terminate on June 30, 2012, unless terminated earlier as provided for in Agreement. 2. COMPENSATION The introductory paragraph to Section 3 of the Service Agreement shall be amended in its entirety and replaced with the following: City shall pay Republic Intelligent Transportation Services, Inc. for the services on a. time and expense not -to- exceed basis not to exceed 'the sum of Two Hundred and Eighty Thousand Dollars ($280,000.00) per fiscal year ( "Contract Amount ") in accordance with the provisions of this Section and the Contract Unit Price Schedule attached as Exhibit B to the Service Agreement. 3. HOLD HARMLESS Section 11 of the Service Agreement shall be amended in its entirety and replaced with the following: To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the "Indemnified Parties) from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims "), which may .arise from or in any manner relate (directly or indirectly) to the negligence, recklessness, or willful misconduct of the Consultant or its principals, officers, agents, employees, vendors, suppliers, subconsultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them. Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence, active negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 4. INSURANCE Section 12 of the Service Agreement shall be amended in its entirety and replaced with the following: Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. A. Proof of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this contract. City reserves the right to require complete, certified copies of all required insurance policies, at any time. `a Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Work hereunder by Consultant, his agents, representatives, employees or subconsultants. The - cost of such insurance shall be included in Consultant's bid. B. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned 'policyholders' Rating of A- (or higher) and Financial , S ize Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. C. Coverage Requirements. I. Workers' Compensation Coveraoe. Consultant shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least one million dollars ($1,000,000)) for Consultant's employees in accordance with the laws of the State of California, Section 3700 of the Labor Code In addition, Consultant shall require each subconsultant to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California, Section 3700 for all of the subconsultant's employees. Any notice of cancellation or non - renewal of all Workers' Compensation policies must be received by City at least thirty (30) calendar days (ten (10) calendar days written notice of non- payment of premium) prior to such change. Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. ii. General Liability Coverage. Consultant shall maintain commercial general liability insurance in an amount not less than. one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability. iii. Automobile Liability Coverage. Consultant shall maintain automobile insurance covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for 93 any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit for each accident. iv. Professional Liability (Errors & Omissions) Coverage. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) limit per claim and in the aggregate. D. Other Insurance Provisions or Requirements. The policies are to contain, or be endorsed to contain, the following provisions: Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a toss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. ii. Enforcement of Contract Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non - compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. iii. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. iv. Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with thirty (30) days notice of cancellation (except for nonpayment for which ten (10) days notice is required) or nonrenewal of coverage for each required coverage. E. Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement. F. Additional Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. IN WITNESS WHEREOF, the parties have executed this Amendment No. One on the dates below. APPROVED AS TO FORM: OFFICE OFETHE CITY ATTORNEY Date: By eonie Mulvihill,�lo Assistant City Attorney I ATTEST: Date: M Leilani I. Brown, City Clerk 3 CITY OF NEWPORT BEACH A California Municipal Corporation Date: By: Michael F. Henn Mayor COMPANY: REPUBLIC INTELLIGENT SERVICES, INC., a California Corporation Date: in James A. Wagner, Vice President of Engineering Jeffrey L. Asch, Secretary and Treasurer O� y O. A o 0 0 © c Al P 2� d Ia City of Newport Beac UNIVERSITY DR Coq T BISON AVE 9R SAN JOAQUIN RILEr$ RD A ® City -Operz (112 locati ® City -Opera (5 location Republic I' O \N O� Ci ",m-5w SERVICE AGREEMENT WITH REPUBLIC INTELLIGENT TRANSPORTATION SERVICES, INC. FOR MAINTENANCE AND REPAIR OF CITY TRAFFIC SIGNAL SYSTEM THIS AGREEMENT, entered into this /0-1'6 day of April of 2007, ( "Commencement Date ") by and between the CITY OF NEWPORT BEACH, a Municipal Corporation and Charter City ( "City"), and REPUBLIC INTELLIGENT TRANSPORTATION SERVICES, INC., a California corporation located at 371 Bel Marin Keys Boulevard, Suite 200, Novato, California, 94949 ( "Company "), is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. The City currently operates and maintains 112 traffic signals within City limits. For the past two years, Company has been maintaining and servicing the City's traffic signals pursuant to an on -call service agreement. C. In February 2007, City prepared a Request for Proposal (RFP) seeking proposals for maintenance of all of the City's traffic signals and traffic control devices. Company submitted the lowest bid among the firms that responded to the RFP. D. City desires to engage Company to provide maintenance and repair services for all traffic signal controllers, electrical or mechanical traffic control or traffic devices, traffic signal poles and all other hardware, at all signalized intersections within the City (hereinafter referred to as the "City's Traffic Signal Facilities "). E. Company possesses the skill, experience, ability, background, certification, and knowledge to provide the services described in this Agreement. F. City has reviewed the previous experience and evaluated the expertise of Company, and desires to retain Company to render traffic control repair and maintenance services under the terms and conditions set forth in this Agreement. G. Company acknowledges that City has relied upon Company's representations and Company commits to faithfully perform the services required by this Agreement and in accordance with the terms and conditions of this Agreement. H. Company has examined the location of all proposed work, carefully reviewed and evaluated the specifications relative to the type, common nature and frequency of work to be performed, is familiar with all conditions relevant to the performance of services and has committed to perform all work required for the price specified in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned as follows: Ii40J1 Unless terminated earlier as outlined below, the term of this Agreement shall be for five (5) years. The term shall commence within ten (10) working days of City Council approval of this Agreement and upon receipt and approval of all required insurance. City reserves the right to terminate the Agreement unilaterally at any time upon thirty (30) days written notice to Company. Time is of the essence in the performance of services under this Agreement. 2. SCOPE OF SERVICES A. In compliance with all terms and conditions of this Agreement, Company shall perform the services specifically described in, and in strict compliance with the requirements of Exhibit A ( "Scope of Work "), which services may be referred to herein as the "services' or "work' hereunder. City shall have the right to alter the frequency of maintenance as necessary to ensure the highest industry standards of maintenance. Payment shall be made according to the Unit Price Schedule attached hereto as Exhibit B. All of the Exhibits are considered to be a part of, and are incorporated into, this Agreement by reference. B. As a material inducement to the City entering into this Agreement, Company represents and warrants that Company is a provider of first class work and services and Company is experienced in performing the work and services contemplated herein and, in light of such status and experience, Company covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality, fit for the purpose intended. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first -class firms performing similar work under similar circumstances. 3. COMPENSATION TO COMPANY A. City shall pay Company for the services on a time and expense basis not to exceed the sum of Two Hundred and Ten Thousand Dollars ($210,000.00) per year ( "Contract Amount") in accordance with the provisions of this Section and the Contract Unit Price Schedule attached hereto as Exhibit B. B. Company shall submit monthly invoices to City describing the work performed the preceding month. The bill shall include a brief description of the services performed and/or the specific task in the Scope of Work to which it relates, the date the services were performed, the person who performed the services, the number of hours spent on all work billed on an hourly basis, and a description of any materials and /or equipment used in performing the services. City shall pay Company no later than thirty (30) days after approval of the monthly invoice by City staff. C. This Agreement shall be governed by Section 1770 of the California State Labor Code and in accordance with the terms of the Southern California Master Labor Agreement, which has established a prevailing rate of per diem wages to be paid in the performance of this Agreement. The Director of Industrial Relations has ascertained the general prevailing rate of per diem wages in the locality in which the work is to be performed for each craft, classification, or type of workman or mechanic needed to execute the contract. A copy of said determination is available by calling the prevailing wage hotline number (415) 703 -4774, and requesting one from the Department of Industrial Relations. All parties to the contract shall be governed by all provisions of the California Labor Code Relating to prevailing wage rates (Sections 1770 -7981 inclusive). It shall be the sole obligation of the Company to comply with all labor laws, rules and regulations including, but not limited to, the requirement to pay prevailing wages and the City shall not be liable for any violation of any labor laws, rules and regulations. 4. WORKMANSHIP, SUPERVISION AND EQUIPMENT A. All contract services shall be performed by competent and experienced employees. To perform the services contemplated in this Agreement, Company shall provide at least one full -time Transportation Systems Electrician certified as a Level II traffic signal technician by the International Signal Municipal Association (IMSA), and certified by the State of California, Labor Code Section 3099 and 3099.2. Company warrants that it shall employ or retain, at its sole cost and expense, all professional and technical personnel necessary to properly perform contract services. B. Company shall provide an Operations Manager to coordinate work with the City Administrator (as defined in Paragraph 15) and ensure satisfactory performance of all contract services. Company has designated Michael Hutchens to be its Operations Manager under this Agreement. Contractor shall not remove or reassign the Operations Manager or assign any new or replacement personnel to the work to be performed under this Agreement without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. C. The work force shall include a thoroughly skilled, experienced, and competent supervisor who shall be responsible for ensuring that all employees adhere to the specifications outlined in this Agreement and the exhibits hereto. Any order given to supervisory personnel shall be deemed delivered to the Company. The supervisor assigned must be identified by name to ensure coordination and continuity. 3 D. All Company personnel working under this Agreement shall be neat in appearance when performing contract services. All Company personnel shall wear identification badges or patches. Those employees working in or adjacent to traffic zones shall wear orange vests. E. All vehicles and equipment used in conjunction with the work shall be in good working order and have appropriate safety guards. All vehicles shall bear the identification of the Company. S. LICENSES, FEES, PERMITS AND ASSESSMENTS Company shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Company shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Company's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees, assessments, taxes penalties or interest levied, assessed or imposed against City hereunder. 6. FURTHER RESPONSIBILITIES OF PARTIES Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 7. INDEPENDENT CONTRACTOR It is understood that City retains Company on an independent contractor basis and Company is not an agent or employee of City. The manner and means of conducting the work are under the control of Company, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. Nothing in this Agreement shall be deemed to constitute approval for Company or any of Company's employees or agents, to be the agents or employees of City. Company shall have the responsibility for and control over the means of performing the work, provided that Company is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Company as to the details of the performance or to exercise a measure of control over Company shall mean only that Company shall follow the desires of City with respect to the results of the services. Ill Ill 8. TYPE AND INSTALLATION OF MATERIAL A. Company shall use only the standard materials described in Exhibit A in performing contract services. Any deviation from the materials described in Exhibit A shall not be installed unless approved in advance by the City Administrator. B. City reserves the right to purchase material or parts and make same available to Company. City shall notify Company of its intention to do so seven (7) days prior to Company's obligation to use City provided parts and /or materials. Company shall secure, store, inventory, distribute and control all materials or parts provided to Company by City. Company shall make all materials and inventory available to the City upon request. 9. A. The Company shall adopt reasonable methods during the life of this Agreement to furnish continuous protection to the City's property, including traffic signals and equipment or other components thereof to prevent losses or damages. B. Company shall advise the City Administrator of any damage to City equipment or property immediately upon becoming aware of the damage. C. Company shall repair damaged equipment, controllers and other equipment for the bid prices outlined in Exhibit B. D. Company shall repair, at its sole cost and expense, any damage to City equipment or property caused by Company or it agents, employees, representative or officers. E. Company shall, at its sole cost and expense, replace all materials and equipment which requires replacement due to the failure of Company to properly perform the services required by this Agreement or which has been damaged by the acts of Company or its employees. 10. FAMILIARITY WITH WORK A. By executing this Agreement, Company warrants that Company (a) has thoroughly investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. Company warrants that Company has investigated the work sites and is fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Company discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Company shall immediately inform the City of such fact and shall not proceed except at Company's risk until written instructions are received from the City. B. City and Company agree that City has made no representation regarding the order or condition of any area or location for which Company is to provide services or that the site or location of work will be free from defects, apparent or hidden, at the commencement of, or at any time during the term of the Agreement. 11. HOLD HARMLESS To the fullest extent permitted by law, Company shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents and employees (collectively, the "Indemnified Parties ") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or indirectly) to any work performed or services required by or provided under this Agreement (including, without limitation, defects in workmanship and /or materials) or Company's presence or activities while on City property (including the negligent and /or willful acts, errors and /or omissions of Company, its principals, officers, agents, employees, vendors, suppliers, Company's, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require Company to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Company. 12. INSURANCE Without limiting Company's indemnification of City, and prior to commencement of work, Company shall obtain, provide and maintain at its own expense during the term of this Agreement, a policy or policies of liability insurance of the type and amounts described below and in a form satisfactory to City. A. Certificates of Insurance. Company shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Insurance certificates must be approved by City's Risk Manager prior to commencement of performance or issuance of any permit. Current certification of insurance shall be kept on file with City's at all times during the term of this Agreement. 6 B. mature. A person authorized by the insurer to bind coverage on its behalf shall sign certification of all required policies. C. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. D. Coverage Requirements. i. Workers' Compensation Coverage. Company shall maintain Workers' Compensation Insurance and Employer's Liability Insurance for its employees in accordance with the laws of the State of California; however, in no event shall the Employer's Liability Insurance be less than one million dollars ($1,000,000) per occurrence. Any notice of cancellation or non - renewal of all Workers' Compensation policies must be received by City at least thirty (30) calendar days (10 calendar days written notice of non - payment of premium) prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Company for City. ii. General Liability Coverage. Company shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, contractual liability. If commercial general liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement, or the general aggregate limit shall be at least twice the required occurrence limit. iii. Automobile Liability Coverage. Company shall maintain automobile insurance covering bodily injury and property damage for all activities of the Company arising out of or in connection with work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit for each occurrence. E. Endorsements. Each general liability, employer's liability and automobile liability insurance policy shall be endorsed with the following specific language: i. The City, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the Company. ii. This policy shall be considered primary insurance as respects to City, its elected or appointed officers, officials, employees, agents and volunteers as respects to all claims, losses, or liability arising directly or indirectly from the Company's operations or services provided to City. Any insurance maintained by City, including any self- insured retention City may have, shall be considered excess insurance only and not contributory with the insurance provided hereunder. iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. iv. The insurer waives all rights of subrogation against City, its elected or appointed officers, officials, employees, agents and volunteers. V. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its elected or appointed officers, officials, employees, agents or volunteers. vi. The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits, by either party except after thirty (30) calendar days (10 calendar days written notice of non - payment of premium) written notice has been received by City. F. Timely Notice of Claims. Company shall give City prompt and timely notice of claim made or suit instituted arising out of or resulting from Company's performance under this Agreement. G. Additional Insurance. Company shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 13. PROHIBITION AGAINST TRANSFERS OR ASSIGNMENT A. Company may not assign any right or obligation of this Agreement or any interest in this Agreement without the prior written consent of City. Any attempted or purported assignment without consent of City shall be null and void. Company acknowledges that these provisions relative to assignments are commercially reasonable and that Company does possess special skills, abilities, and personnel uniquely suited to the performance of Contract Services and any assignment of this Agreement to a third party, in whole or in part, could jeopardize the satisfactory performance of Contract Services. Company may not employ any subcontractors unless specifically authorized by City. D B. The sale, assignment, transfer, or other disposition of any of the issued and outstanding capital stock of Company, of the interest of any general partner or joint venture which shall result in changing the control of Company, shall be construed as an assignment of this Agreement. 14. RECORDS /REPORTS A. All Company's books and other business records, or such part as may be used in the performance of this Agreement, shall be subject to inspection and audit by any authorized City representative during regular business hours. B. No report, information, or other data given to or prepared or assembled by Company pursuant to this Agreement may be made available to any individual or organization without prior approval by City. C. Company shall, at such time and in such form as City may require, provide reports concerning the status or cost of services required by this Agreement. D. Company shall complete a monthly activities report indicating work performed the preceding month and submit this completed report to the City Administrator on the 15th day of the each month. E. Company shall keep records and invoices in connection with its work to be performed under this Agreement. Company shall maintain complete and accurate records with respect to the costs incurred under this Agreement. All such records shall be clearly identifiable. Company shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records. Company shall maintain and allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment under this Agreement. 15. ADMINISTRATION This Agreement will be administered by the Public Works Department. Brad Sommers shall be considered the City's Administrator and shall have the authority to act for the City under this Agreement. The City Administrator or his/her authorized representative shall represent the City in all matters pertaining to the services to be rendered pursuant to this Agreement. 16. LABOR A. Company shall conform to all applicable provisions of State and Federal law including, applicable provisions of California Labor Code, and the Federal Fair Labor Standards Act. 7 B. Whenever Company has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this Agreement, Company shall immediately give notice to City, including all relevant information. 17. CONFLICTS OF INTEREST A. The Company or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act'), which (1) requires such persons to disclose financial interest that may foreseeable be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeable financially affect such interest. The Company will provide a completed disclosure form noting the above. Company will comply with the Act and relevant City Resolutions. B. If subject to the Act, Company shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for termination of this Agreement by the City. The Company shall indemnify and hold harmless the City for any claims for damages resulting from the Company's violation of this Section. 18. NOTICES All notice, demands, requests or approvals to be given under this Agreement must be given in writing and will be deemed served when delivered personally or on the second business day after the deposit thereof in the United States mail, postage prepaid, registered or certified, addressed as hereinafter provided. All notices, demands, requests or approvals from Company to City shall be addressed to City at: Public Works Department City of Newport Beach 3300 Newport Boulevard PO Box 1768 Newport Beach, CA 92658 -8915 All notices, demands, requests or approvals from City to Company shall be addressed to Company at: James Wagner, P.E. Republic Intelligent Transportation Services, Inc. 371 Bel Marin Keys Blvd., Suite 200 Novato, CA 94949 Phone: 415-884-8400 10 19. TERMINATION /DEFAULT A. In the event Company fails or refuses to timely perform any of the provisions of this Agreement in the manner required or if Company violates any provisions of this Agreement, Company shall be deemed in default. If such default is not cured within a period of two (2) working days, or if more than two (2) working days are reasonable required to cure the default and Company fails to give adequate assurance of due performance within two (2) working days after Company receives written notice of default from City, City may terminate the Agreement forthwith by giving written notice. City may, in addition to the other remedies provided in this or authorized by law, terminate this Agreement by giving written notice of termination. B. This Agreement may be terminated at anytime, without cause by City upon thirty (30) days written notice. Upon termination, City shall pay to Company that portion of compensation specified in the Agreement that is earned and unpaid prior to the effective date of termination. The Company may only terminate the Agreement in the event of nonpayment by the City. In the event of nonpayment by the City, Company shall give the City thirty (30) days written notice thereof and the City shall have fifteen (15) working days to cure the alleged breach. C. In addition to, or in lieu of, remedies provided in this Agreement or pursuant to law, City shall have the right to withhold all or a portion of Company's compensation for contract services if, in the judgment of the City Administrator, the level of maintenance falls below appropriate maintenance standards and/or Company fails to satisfactorily perform contract services. City shall have the right to retain funds withheld until the City Administrator determines that the contract services are performed as well and as frequently as required by this Agreement. 20. COMPLIANCE WITH ALL LAWS All services rendered hereunder by Company shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency having jurisdiction in effect at the time service is rendered. 21. WAIVER A waiver by City of any breach of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein whether of the same or a different character. 11 22. INTEGRATED CONTRACT This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties and all preliminary negotiations and agreements of whatsoever kind or nature are merged in this Agreement. No verbal agreement or implied covenant shall be held to vary the provisions hereon. 23. AMENDMENTS This Agreement may be modified or amended only by a written document executed by both Company and City and approved as to form by the City Attorney. 24. SEVERABILITY If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 25. CONTROLLING LAW AND VENUE The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange. 26. INTERPRETATION The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction that might otherwise apply. 27. EQUAL OPPORTUNITY EMPLOYMENT Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. 12 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. APPROVED AS TO FORM: By e**'-- C, g Aaron C. Harp Assistant City Attorney ATTEST: 3d V" ' ` 'A�L� LaVonne Harkless, City Clerk CITY OF NEWPORT BEACH A Municipal Corporation Yt Steve Rosansk , yor City of Newport \Begh �.ae:�YTat2 j J Ponta COMPANY: REPUBLIC ITS B Y( Print Name: MYS A Title: Vp em*"(4 (Ga*xate Offie'Xr) 11111' 131 Title: (Corporate FiPAncial Officer) f: users\CAT/shared\Donna Bigi\Traffic Signal Maintenance Contract.doc 13 List of Exhibits Exhibit A Scope of Work Exhibit B Contract Unit Price Schedule 14 EXHIBIT A SCOPE OF WORK CITY OF NEWPORT BEACH TRAFFIC SIGNAL MAINTENANCE AGREEMENT SECUON I: GENERAL A. SERVICES TO BE PROVIDED COMPANY shall fiunish all labor, equipment, materials and supervision to perform the routine repair and replacement, emergency repair and preventative maintenance of all of the City of Newport Beach's ( "CITY ") Traffic Signal Facilities, as defined herein. Traffic Signal Facilities shall be defined as all traffic signals, traffic signal controllers, electrical or mechanical traffic control or traffic devices, traffic poles and all other hardware, at all signalized intersections within City limits. B. WORHING HOURS COMPANY shall provide its services to the CITY between the hours of 7:30 AM and 5:00 PM under the pay rates outlined in the Contract Unit Price Schedule attached to the Agreement as Exhibit B. All extraordinary maintenance work performed outside these specified hours and on holidays shall be paid according to the overtime rates listed in Exhibit B. COMPANY shall maintain a local telephone number where COMPANY staff can be reached twenty -four (24) hours a day to provide maintenance and repair services as requested by the CITY, including the replacement of burned -out vehicle indications, adjustment of turned signal heads, repair of controller malfunctions or any damage creating a public hazard. This telephone number shall be made available to all persons designated by the CITY, and CITY shall be notified immediately of any changes to the number. C. QUALIFICATIONS AND PERSONNEL REQUIREMENTS COMPANY shall have available and readily accessible all required tools, equipment, apparatus, facilities, and materials to perform all work necessary to maintain the City's Traffic Signal Facilities in good working order and condition at all times. Company shall also employ adequate skilled labor to perform the work in a professional and workmanlike manner. All work shall be performed in accordance with the current City of Newport Beach Standard Plans and Section 86 of the Standard Specifications for the State of California, Department of Transportation, "Greenbook" Standard Specifications for Public Works Construction, International Signal Municipal Association (IMSA). To perform the services contemplated herein, COMPANY shall employ at least one full -time Transportation Systems Electrician certified as a Level 11 traffic signal technician by the IMSA, and certified by the State of California, Labor Code section 3099 and 3099.2. The COMPANY shall provide, upon execution of the Agreement, certifications for all other Transportation Systems Technicians working in the CITY. COMPANY shall have on hand at all times the minimum specified equipment and spare traffic controllers as listed below for as- needed replacements: • Multisonics 820A VMS 330 compatible NEMA controllers with current revision (at least three); • Econolite ASC /3 -2100 NEMA controllers (at least one); • Econolite 2070L controllers loaded with ASC /3 -2070 software (at least one); and • 170E controllers complete with Caltrans standard C -8 module (at least three). COMPANY shall have available adequate skilled personnel and proper lab testing facilities to perform inspection of new and existing controller assemblies, including controller units, auxiliary equipment, and traffic control appurtenances. D. RESPONSE TIMES At COMPANY'S sole cost and expense, COMPANY shall utilize and maintain mobile communications that are compatible with the CITY's Nextel phone /radio equipment to facilitate communication between the CITY and COMPANY. 01 COMPANY shall respond immediately to emergency calls when directed by the CITY, and dispatch the qualified personnel and equipment to reach the site within thirty (30) minutes of notification. Emergency calls shall include, but are not limited to, a total blackout of traffic signals at any intersection, or any other conditions that create an immediate hazard to persons or vehicles, as defined by the CITY. In all other circumstances, COMPANY shall respond to a call within sixty (60) minutes. The replacement of burned -out vehicle indications and internally illuminated street name sign lamp need not be on an emergency basis if there are at least two (2) indications still operative for each direction of travel. Such replacement shall be handled as soon as possible in a routine manner within a 48 -hour period. COMPANY's qualified personnel and service truck shall at all times be equipped with proper tools and materials to respond to all calls, including emergency calls. E. RECORD KEEPING 1. Each Intersection: At each intersection, COMPANY shall maintain a permanent record of service for the intersection equipment including, but not limited to, vehicle and pedestrian timing, detectors, interconnect equipment, pre - emptive control, or similar equipment. COMPANY shall maintain a separate record at each intersection detailing monthly maintenance and repairs of controller and related equipment, which shall be in English and legible. 2. Office Records: COMPANY shall maintain a complete record of all laboratory repairs to controllers, which shall show all parts or components repaired or replaced including serial numbers and item descriptions. Each service truck in the field shall keep a daily record, which covers the time chargeable to the CITY pursuant to the Agreement in each twenty -four (24) hour period. This record shall include the date and time of day the work was performed at each intersection, the description of work performed and the name of the technician that performed the work. 3. Activities Report: A monthly activities report shall be included with all monthly invoices to the CITY Traffic Engineer by the fifteenth of each month. The report shall include a complete record of all work performed on the CITY'S Traffic Signal Facilities during the previous month. The report shall include: • The location of each separate service, • The date and approximate time of the service, • The reason for the service, 3 • Whether the service was routine or an emergency, • Who called in the request for service, • The name of the technician(s) performing the service, and • The number of hours spent for each service. At the CITY's discretion, the CITY may call a meeting to review the performance and activities of the COMPANY. F. NEW TRAFFIC SIGNAL INSTALLATIONS COMPANY shall maintain any additional traffic signals and appurtenant devices as they are installed or become a part of the maintenance requirements of the CITY, at the bid prices set forth in Exhibit B. In the event that notification is made of a new installation other than at the beginning of a monthly period, the unit cost will be prorated from the day the COMPANY is notified of the need for maintenance of the new equipment. G. TRAFFIC SIGNAL CONTROL EQUIPMENT COMPANY shall repair, replace, or otherwise render in good working order any and all defective parts of the traffic signal control equipment with like make and model parts as the need arises except as agreed upon by the CITY. Whenever equipment is replaced or removed from the controller cabinet, the CITY shall be notified by phone within 24 hours or the next working day. Non - essential, non -safety related equipment shall be replaced within fourteen (14) calendar days after notifying the CITY. Essential, safety - related equipment shall be replaced immediately. COMPANY agrees to notify the CITY Traffic Engineer, or his designated representative, in advance of any planned signal tum -off or tum -on. Such notice shall be given at least forty -eight (48) hours in advance. At the CITY's discretion, a Police officer's presence may be required prior to said turn-off or tum -on. 11 H. WARRANTY SERVICE During the period of warranty for new equipment installations, COMPANY shall contact the manufacturer regarding any defective or malfunctioning equipment and coordinate between the manufacturer, installing Contractor and the CITY regarding any warranty service. The COMPANY shall notify the CITY of any delays in response by the manufacturer or installing Contractor and the details of each incident. I. TRAFFIC CONTROL COMPANY shall provide safe and continuous passage for pedestrian and vehicular traffic at all times. All work area traffic control devices, including warning lights, signs, flares, barricades, delineators, detours and other facilities for the sole convenience and direction of public traffic shall be furnished and maintained by the COMPANY. All traffic control shall conform to, and be placed in accordance with the latest edition of the "Work Area Traffic Control Handbook" (WATCH) manual. Flashing arrow boards shall be furnished and maintained by the COMPANY, and be placed on all vehicles during any lane closure. A minimum of one 10 -foot wide travel lane in each direction shall remain open on Local and Secondary roadways. (Local roadways are defined herein to have two lanes of traffic, while Secondary roadways have four.) On Arterial roadways (which have between four and six lanes), a minimum of two travel lanes in each direction shall remain open. All existing left -turn pockets shall be maintained whenever feasible. No lane closures on an Arterial roadway will be permitted between the hours of 7:00 a.m. and 9:00 a.m. or 3:00 p.m. and 6:00 p.m., unless an emergency exists and such a closure is necessary to safeguard the traveling public. Separation between travel lanes, channelization, and delineation of the maintenance area shall be accomplished by the use of delineators and/or cones spaced as recommended by the WATCH manual. Each vehicle used to place and remove components of a traffic control system on multi -lane highways shall be equipped with a flashing arrow board, which shall be in operation when the vehicle is being used for placing, maintaining or removing said components. Flashing arrow boards shall be in E place before implementing lane closure(s). When maintenance is complete, all traffic control signs, barricades, delineators, or similar equipment, shall be immediately removed from the site. J. EMERGENCY RESPONSE For the emergency repair of a signal, the following procedure of traffic control shall apply: 1. COMPANY shall dispatch qualified personnel and equipment to reach the site within thirty (30) minutes. The COMPANY'S vehicles shall carry traffic cones, flashing arrow boards, traffic warning signs, and similar devices, which shall be used when directing traffic during an emergency and/or when deemed necessary by the signal technician, the CITY Traffic Engineer, or his designated representative. COMPANY shall conform to the WATCH Manual (latest edition) as dictated in the TRAFFIC CONTROL section of this Scope of Work. 2. If no police officer is present and temporary STOP and STOP AHEAD signs have been set up, the COMPANY shall set up more traffic warning and control devices, if deemed necessary, and proceed to repair the signal. After the signal is back in operation, the COMPANY shall remove all of the temporary traffic control devices and promptly return those devices, if owned by the CITY, to the City Yard. 3. If a police officer is at the intersection when the COMPANY arrives, the COMPANY shall quickly examine the signal, evaluate the situation, and discuss it with the police officer. If the repair will only take a few minutes, the police officer may stay to continue to direct traffic while the COMPANY repairs the signal. If the repair will take longer than the officer can wait, the COMPANY shall immediately set up STOP and STOP AHEAD signs and all other necessary warning devices and relieve the police officer. SECTION II• ROUTINE MAINTENANCE COMPANY shall provide a program of continuing comprehensive maintenance designed to eliminate or reduce the incidence of malfunctions, promote the safety of the motoring public, reduce complaints, and extend the useful life of the equipment. All work listed below shall be included in the lump sum bid per intersection for routine maintenance as set forth in Exhibit B. Any item that shall be 0 repaired or replaced, above what is specified, may be invoiced as extraordinary maintenance as specified in Section III. In carrying out the task described as routine maintenance, the COMPANY shall promptly notify the CITY of any conditions of the traffic signal equipment that present a hazard to the motoring public or to pedestrians, or affect the signal timing or coordination. In addition to the maintenance items listed below as routine, the COMPANY shall make the following minor repairs if discovered during the routine maintenance: • Replace malfunctioning pedestrian/bicycle push button. • Replace missing pedestrian/bicycle push button plate. • Replace missing pole access covers. • Attend to exposed wiring. • Replace malfunctioning pedestrian indication. These items shall only be repaired or replaced at this time if staff, equipment, and materials are already at the site for the routine maintenance. Replaced materials shall be billed at prices detailed in the Contract Unit Price Schedule attached to the Agreement as Exhibit B. Time and equipment usage for these repairs shall be considered part of the routine maintenance. The program shall include, but not be limited to, the following: A. MONTHLY MAINTENANCE COMPANY shall perform a monthly inspection of each signalized intersection at which time the following tasks shall be completed: 1. Clean cabinet, including vacuuming inside the cabinet and removing any foreign materials or debris inside and outside the cabinet. Inspect cabinet air filter and replace as necessary (the cabinet filter shall be replaced every six months). 2. Check timing of individual signal phases and integral timing circuits for the correct operations per the timing sheet. 3. Check timing of yellow (clearance) intervals on all phases by stopwatch per the timing sheet. 4. Check and set, if necessary, the controller's digital time clock to National Bureau of Standards time. 7 5. Check all detector units, loops, and pedestrian/bicycle push buttons for correct operation. 6. Visually inspect the signal conflict monitor for correct operation. 7. Visually inspect all relays, clocks, dials, switches, and similar equipment. Make routine adjustments or minor repairs, if necessary. 8. Walk the intersection observing signal poles, signal heads, traffic control signs, pedestrian signals, illuminated street name signs, vehicle and pedestrian detectors, or other such equipment, to ensure that all are in a safe and working condition, and remove any foreign materials or debris from the area. 9. The batteries in the Battery Backup Systems for the traffic signal shall be inspected for battery post corrosion, battery voltage, loose terminals, and tripped tattle tails. B. THREE -MONTH MAINTENANCE 1. Battery Backup units shall have the batteries tested by an analyzer (SOC140 Battery Analyzer or equivalent) that will test impedance within one minute. The printed results shall be maintained in each cabinet for reference of the battery performance. The COMPANY shall notify the CITY of non - operable or low output batteries within 24 hours. 1 The cabinet door locks and pad locks shall be lubricated with graphite lubricant or the equivalent, and maintained in good working order. Any missing or damaged locks shall be reported to the CITY in a timely manner. C. SIX -MONTH MAINTENANCE Once every six months, COMPANY shall perform a night drive throughout the CITY's limits noting any malfunctioning equipment, including, but not limited to, photocells, illuminated street name sign (ISNS) lamps, vehicle indications, pedestrian indications, and safety lighting. The list of malfunctioning equipment shall be submitted to the CITY Traffic Engineer within ten (10) working days from the completion of the night drive unless the malfunctioning equipment poses a public hazard, in which case, COMPANY shall notify the CITY immediately. The list of equipment to be repaired or replaced shall by approved by the CITY prior to repair and/or replacement of the equipment. A separate 8 list of malfunctioning safety lights shall also be tracked and submitted to the CITY. The night drive shall be scheduled with the CITY prior to commencement. D. YEARLY MAINTENANCE Once a year, the following items shall be performed: 1. Battery Back -Up System: The traffic signal battery back -up system shall be checked by electrical bypass for appropriate operation per the manufacturer's specifications. The CITY shall approve the schedule prior to the commencement of work. 2. Conflict Monitor: The conflict monitors shall be tested once per calendar year using the MT -180 or equivalent conflict monitor tester. COMPANY shall create a report for each test conducted. A replacement monitor, of like kind, shall be furnished by COMPANY and installed into the cabinet to monitor the intersection while the test is being conducted. Any conflict monitor that does not pass the test shall be repaired or replaced and billed to the CITY as extraordinary maintenance. 3. Video Detection Camera: The video detection camera lens at the following two (2) intersections shall be cleaned according to the manufacturer's specifications. In addition, the cameras' alignment shall be checked and adjusted to obtain the proper sight level at each location. • San Miguel Drive at Port Sutton/Yacht Coquette (four cameras) • Bison Ave at Bayswater (1 camera) 4. Emergency Vehicle Pre - emption (EVP): The optical detector lens shall be cleaned according to the manufacturer's specification at all signalized intersection throughout the CITY, including signals operated and maintained by CALTRANS. 5. CCTV Cameras: The CCTV camera housing and lens at the following two (2) intersections shall be cleaned according to the manufacturer's specifications. The cameras are scheduled to be installed in mid - summer, 2007. • MacArthur Boulevard at Vilaggio • MacArthur Boulevard at San Miguel Drive 9 E. AIR FILTERS COMPANY shall replace the air filter elements, in all traffic signal and battery back -up cabinets so equipped, every six (6) months. All filter elements in all cabinets shall be replaced within four (4) months after the commencement of the term of the Agreement. F. COMPENSATION FOR ROUTINE MAINTENANCE CITY shall compensate COMPANY monthly at the unit bid price per signalized intersection as outlined in Exhibit B. The prices set forth in Exhibit B are all - inclusive and shall be considered full compensation to COMPANY for all labor, materials, equipment, overhead, and profit. CITY reserves the right to inspect COMPANY'S work and withhold payments for work not performed according to the routine maintenance outlined in this Scope of Work. SECTION III: EXTRAORDINARY MAINTENANCE COMPANY shall provide maintenance beyond routine maintenance, as defined in Section II, as outlined herein. The repaired or replaced items may be billed as extraordinary maintenance. The program shall include, but not be limited to, the following: A. Extraordinary maintenance shall consist of the following: 1. Repair of a failed or malfunctioning signal system caused by vehicle collision, vandalism, civil disorder, windstorm, natural disasters, street construction, or excavation. 2. Repair and/or replacement of safety lighting at signalized intersections. 3. Repair and.or replacement of internally illuminated street name sign lamps. 4. Replacement of vehicle indications. 5. Minor upgrading or installations as directed by the CITY. 6. Repair and/or replacement of loop detectors, DLCs, or conduit as required. 10 7. Replacement of pedestrian indications. 8. Repainting of signal equipment as directed by the CITY. 9. Maintenance of warning devices (i.e. flashing beacons). 10. Maintenance of sign bridge lighting. 11. Installation of regulatory or warning signs on signal mast -arm or standard. B. NOTIFICATION COMPANY shall contact the CITY Traffic Engineer, or his representative, regarding any extraordinary maintenance work needed and seek his approval before the work is scheduled. COMPANY shall notify the CITY by telephone at least four (4) hours in advance before commencing such work, except in emergencies and/or when injury to persons or property may result without a quicker response. C. COMPENSATION FOR EXTRAORDINARY MAINTENANCE CITY shall compensate COMPANY for repairs required beyond the scope of routine maintenance on a time and materials basis as follows: 1. Materials: CITY shall pay COMPANY for all materials used in extraordinary maintenance of traffic signals and appurtenances as outlined in Exhibit B. CITY shall have the right to inspect the COMPANY'S records to verify any material costs used in extraordinary maintenance. 2. Direct Labor: COMPANY shall compensate COMPANY for all hours spent in performing extraordinary maintenance. CITY shall pay COMPANY for such hours at the rates specified in Exhibit B. 3. Equipment: CITY shall pay for equipment used in extraordinary maintenance on a per hour basis as set forth in Exhibit B. The listing of per hour equipment rates shall constitute total rates to be paid by the CITY when specified equipment is used. No additional payments of any kind shall be paid for the equipment. No additional compensation shall be paid for transporting the equipment to or from the job site. COMPANY shall submit an itemized invoice within thirty (30) days of completion of the extraordinary maintenance work. The invoice shall include the following: 11 L. 1. An itemized list of all materials used in performance of the work, including the pre- and post mark -up costs. 1 A list of all personnel who performed the work, including their position or title, their billing rate, and the hours of labor performed. 3. A list of all equipment used for the work, including hours of usage. CITY shall compensate COMPANY for the extraordinary maintenance work within 30 days of receipt and approval of the invoice by City staff. D. REPAIR AND REPLACEMENT COMPANY shall repair or replace any and all defective parts of the signal system which cause signal failure or malfunctions, as the occasion arises, including but not limited to, the controller, detector amplifiers, push buttons, relays, master controllers, interconnect, indications, flashers, detector loops, safety lights, illuminated street name sign panels and lamps, and wiring system. COMPANY shall provide the CITY with a document tracking log that lists the equipment removed from the cabinet for repair. This tracking log shall include, but not be limited to, information pertaining to time, date, original location, reason for removal, and description of equipment with serial number. This log shall be included in the activities report invoice as a line item status of all removed equipment. COMPANY shall supply the CITY with a complete record of all laboratory repairs to controllers, detectors, conflict monitor units, or other similar equipment, showing all parts or components repaired or replaced including serial numbers and item description. The record shall be attached to the equipment when returned to the CITY. E. VEHICLE INDICATIONS AND LIGHTING COMPANY shall famish and replace all vehicle LED indications as needed for signals and warning flashers. CITY currently has a large storage of Dialight LED vehicle indications for the COMPANY to utilize on an as needed basis. All LED vehicle indications shall be certified by the Caltrans testing laboratory. The CITY will accept Dialight or Gelcore brand LED vehicle indications (or CITY 12 approved equal). The COMPANY shall honor all existing low or nonfunctional LED for warranty replacement. Any lens obstructed by dirt or debris shall be cleaned immediately. Fluorescent ISNS lamps shall be F72T2 Cool White Fluorescent lamps meeting the requirements of ANSI STD. C78. All Inductive Lamps shall be replaced according to manufacture specifications. The ISNS panels shall be wiped clean of dirt and debris when the lamps are replaced. Safety lighting shall only be repaired as approved by the CITY. F. LOOP DETECTOR REPLACEMENT COMPANY shall clean and fill deteriorated loop detector saw cuts with epoxy as necessary. Once it is determined by the CITY and the COMPANY that the saw cut or DLC has deteriorated to a point that applying more epoxy is insufficient, the detector shall be replaced at the price stated in Exhibit B. Traffic signal loop detectors shall be installed per Caltrans Standard Plans ES -5A and ES -513 and shall be Type E spaced ten feet apart, and shall extend one foot into the crosswalk. The exact location of the loop detector shall be approved by the CITY. The loop wire shall be Type 2 and the loop detector lead -in cable shall be Type B. All loop sealant shall be Hot -Melt Rubberized Asphalt Sealant. G. PEDESTRIAN SIGNALS COMPANY shall replace all Walkman/Hand pedestrian signal modules as they become inoperative with Type A LED module with a plastic housing and stainless steel hardware with bronze terminal compartments. The LED Count -down pedestrian indications shall be replaced in kind. If replacement is necessary, the CITY shall compensate COMPANY pursuant to the unit price as specified in Exhibit B. Walk/Don't Walk pedestrian signal lamps as they become inoperative shall be updated to Type A LED module (Wallanan/Hand) or approved equal. The pedestrian signal installation shall be replaced at the price stated in Exhibit B. 13 H. REFINISHING OF SIGNAL EQUIPMENT As directed by the CITY, traffic signal equipment shall be repainted on an as needed basis, in conformance with State standards. Utility cabinets shall be painted with a white vinyl finish coat and pre - treatment vinyl wash primer. SECTION IV• I I iffowI:\ A. REQUEST FOR ADDITIONAL WORK City may from time to time request that COMPANY provide additional work and services not related to the Routine or Extraordinary Maintenance detailed in this Scope of Work. Such work must be authorized in advance by the CITY, and shall be provided by COMPANY on a time and materials basis pursuant to the billing and material rates set forth in Exhibit B. B. COMPENSATION FOR ADDITIONAL WORK Within thirty (30) days of completion of the work, COMPANY shall submit an itemized invoice for the Additional Work that shall include the following: 1. A list of all materials used in performance of the work, including the pre- and post mark- up costs. 2. A list of all personnel who performed the work, including their position or title, their billing rate, and the hours of labor performed. 3. A list of all equipment used for the work, including hours of usage. CITY shall compensate COMPANY for the additional work within 30 days of receipt and approval of the invoice by City staff. FAUsmgCATSb=d\Doaaa ft\Sigml Mainwmam Agr enf\Scopc of Wo&doc 14 Al' ' . II ,I C �xlt►'6�'f CONTRACT UNIT PRICE SCHEDULE TRAFFIC SIGNAL MAINTENANCE ITEMS 1. Routine Maintenance (see Section II): a. Each signalized intersection. for monthly tasks b. Each signalized intersection for three month tasks C. Each signalized intersection for six month tasks d. Each signalized intersection for twelve month tasks i. Each Battery Back -up System Test (per intersection) $ A, Lump Sum $ f— Lump Sum $ Q -- Lump Sum $_�F— Lump Sum ii. Each Conflict Monitor Test (per intersection) $ _4-a Lump Sum iii. Video Detection Camera Cleaning (per intersection) $ �_ Lump Sum iv. EVP Optical Detector Lens Cleaning (per intersection) $ ?Sr Lump Sum v. CCTV Camera Cleaning (per intersection) $ S/s-, Lump Sum 2, Extraordinary Maintenance (see Section III): a. Replacement of safety lights (per unit) b. Replacement of internally illuminated street name sign lamps (per unit) C. Replacement of vehicle indication 12" Green Ball/Arrow 12" Yellow Ball/Arrow 12" Red Ball/Arrow 8" Green Ball 8" Yellow Ball 8" Red Ball Programmable Visibility Indication $ !v _ Lump Sum $ g;7' Lump Sum $ /70 $ /3J'� Per Unit $ /s $ //fl Per Unit $ 49e_ $ 9,9' Per Unit $ -0 Per Unit $ /,05 � Per Unit $ 9 S_'Per Unit d. Replacement of standard Type "E" detector loops, including saw cut, lead -in cable splicing and epoxy emulsion. $ &jP Per Unit (4 or Less) $ -5 7S� Per Unit (more than 4) $ Z s Per Unit I I I I I CONTRACT UNIT PRICE SCHEDULE TRAFFIC SIGNAL MAINTENANCE ITEMS e. Replacement of Walk/Don't Walk pedestrian signal to Type A LED module $ /7-O Per Unit f. Replacement of Walkman/Hand pedestrian signal to Type A LED module $I,flo Per Unit g. Replacement of Count -down Walkman/Hand pedestrian signal to Count -down LED module $ -Vs' Per Unit It. Replacement of Pedestrian and Bicycle push buttons with ADA approved buttons and signs s $ f-� Per Unit i. Refinishing of pedestrian heads and signal heads, including frameworks per signalized intersection, excluding controller and electric service cabinets. Pedestrian Head $ 'Yg, Per Unit Signal Head $ Sr Per Unit j. Refinishing of traffic signal controller cabinet or utility cabinet Signal Controller Cabinet $ Per Unit Utility Cabinet $ 6 a Per Unit k Material and Parts: Supplier's invoices amount plus /b, % markup. 1. Labor: Regular Time Per Hour Registered Civil Engineer $ /SD Engineering Technician $ 7f Traffic Signal Maintenance Superintendent $ %e Transportation Systems Technician $i _ Transportation System Electrician $ l/rt Traffic Signal Laborer $ 44V Overtime Per Hour $ /S-Z) $ /f D $ 6o CONTRACT UNIT PRICE SCHEDULE TRAFFIC SIGNAL MAINTENANCE ITEMS m. Equipment: Rate Per Hour Pick -Up Truck $_/0 Service Truck $ Service Boom Truck $ Water Truck Concrete Saw and Truck $� Air Compressor with Tools $� Crane $� F:4U5CM\PBW\Sh=d\TRAFFIC\S1goa1 IUilft o AgaemenfSoope of Work 2.8.07 -BSdoc Clierktt- 19081 REPUBITS ACORD- CERTIFICATE OF LIABILITY INSURANCE x4170 DffYYYj PRODUCER USI Northern California 7670 Corporate Circle, 14'101 2 (707 )763 "�' P.O. Box 4409 Petaluma, CA 94955.4409 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # INSURED Republic ITS 371 Be[ Merin Keys Blvd #200 Novato, CA 949495699 INSURER A: Virginia Surety Company, Inc. 40827 INSURER B: LIMITS INSURER C: INSURERD: 1CG50351800 INSURER E: 10/01/07 COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TR WD' SR TYPEOFINSURANCE POLICY NUMBER DATEVMMMOT P DLA1.M DNn T1ON LIMITS A GENERAL LIABILITY 1CG50351800 10/01/06 10/01/07 EACH OCCURRENCE $1000000 DAMAGETORENTED $300000 X COMMERCIALGENERA- 1-MILITY MED EXP (Arty aria person) $5,000 CLAIMS MADE FxI OCCUR PERSONAL S ADV INJURY $1000000 • XCU Included • Contractual Llab. GENERALAGGREGATE s2.000.000 GENT AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMPJOP AGE s2,000,000 POLICY X So LOC A AUTOMOBILE X LIABILITY ANY AUTO 1CA50351700 10/01106 10/01/07 COMBINED SINGLE LIMIT /Ee ew&M) $1,000,000 BODILY INJURY (Per Person) $ ALL OWNED AUTOS SCHEDULED AUTOS X BODILY INJURY (Peramident) $ HIRED AUTOS NOWOWNEDAUTOS X PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY AUTO ONLY- EAACCIDENT S OTHERTHAN FJAACC S ANY AUTO $ AUTO ONLY: AGO EXCESSNMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR E-1 CLAIMS MADE AGGREGATE $ $ DEDUCTIBLE $ RETENTION $ A WORKERS COMPENSATION AND 1CW50207601 10/01/06 10/01/07 X I wOSTATU orH- E.L. EACH ACCIDENT $1000,000 EMPLOYERS'LIABILRY MY OFFICRERIMEMBEREXCLUDED? ECUTIVE E.L. DISEASE -EA EMPLOYEE $1,000,000 N ye; dasa UMer SPECIAL PROVISIONS below E.L. DISEASE - POLICY LIMIT $1,000,000 OTHER DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT( SPECIAL PROVISIONS Cancellation: Except for 10 day notice for nonpayment of premium. RE: Maintenance and Repair of City of Newport Beach Traffic Signal System. The City of Newport Beach, its elected or appointed officers, officials, employees, agents and volunteers are named as Additional Insured per the (See Attached Descriptions) City of Newport Beach 3300 Newport Boulevard Newport Beach, CA 92658 ANY OF THE ABOVE DESCRIBED POLICIES UE CANCELLED EOF, THE ISSUING INSURER WILL I600@0@Xft MAIL In DAYS WRITTEN THE CERTIFICATE HOLDER NAMED TO THE LEFT, ACORD 25 (2001108) 1 of 3 #S93421/M91587 LJ S9GJ0 I 0 ACORD CORPORATION 1988 iIM97.7:iMZki If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endcrsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25S (2001108) 2 of 3 t/893421/M91587 AMS 25.3 (2001108) 3 of 3 #S93421/M91587 xepUollc t•rs Policy#i 1CG50351800 COMMERCIAL GENERAL LIABILITY Effective: 1 o/ o 1/ o fi THIS ENDORSEMENT CHANGES THE POLICY. PLEASE: READ IT CAREFULLY, ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - (FORM B) . This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART. .SCHEDULE Name of Person or Organization: The City of Newport Beachy, its elected or appointed officers, officials, employees, agents and volunteers Any person or organization to which you are obligated by virtue of a written contract to provide insurance such as Is afforded by this policy, but only with respect to (1) occurrences taking place after such written contract has been executed and (2) occurrences resulting From work performed by you during the policy period. Coverage provided by this policy to the Additional Insureds) shown in the Schedule shall be primary insurance and any other insurance maintained by the Additlonal.lnsured(s) shall be excess and non- contribujory, but only as respects any claim or liability Qetermined to be the result of ft sole negligence or responsibility of the Named Insured and only if required of the Named Insured by written contract. (It no entry appears above, Informgition required to complete this endorsement will be shown in the Declarations as applicable to this endmeramt) WHO IS AN INSURED (Saction 11) is amended to include as an Insured the person or organization shown in the Schedule, but only with respect to liability arisingr out of "your work" for.that Insured by or _for you. Coto 1011 88 copydghl, Insurance Setviloes Offloe, Inc., 1984 page 1 of 11 a Virginia Surety Company, Inc. 4000 N. Milwaukee Avenue Glenview, Illinois 60025 Insured: Republic ITS POUCYNUMBER: 1CA50351700 ADDITIONAL INSURED WHERE REQUIRED UNDER CONTRACT OR AGREEMENT THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THIS ENDORSEMENTMODIFIES INSURANCE PROVIDED UNDER THE FOLLOWNG: BUSINESS AUTO COVERAGE FORM The following is added to SECTION it — LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured: d. Any person or organization to whom you become obligated to include as an additional insured under this policy, as a result of any contract or agreement you enter into which requires you to furnish insurance to that person or organization of the type provided by this policy, but only with respect to liability arising out of your operations or premises owned by or rented to you. However, the insurance provided will not exceed the lesser of: (1) The coverage or limits of this policy, or (2) The coverage or limits required by said contract or agreement. The City tai' Newport Beach, its elected or appointed officers, officials, employees, agents and volunteers Named insured Republic intelligent Transportation Services Policy Number 1CA50351700 Endorsement No. 000 Policy Period 10/01/06 to 117_ Endorsement EffectiveDate: 10/01/06 Producer's Name: CPG /Special Risk Resources Insurance Agency Inc. Producer Number: r CA CPGCA 4 (07104) DATE Insured: R Intelligent Transport IMBE: ICG50351800 aMW &A vE ML LIABILITY CG 24 0410 93 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Section IV — COMMER- CIAL GENERAL LIABILITY CONDITIONS) is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for Injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and Included in the "products - completed operations hazard ". This waiver applies only to the person or organization shown in the Schedule above_ CG 24 0410 93 Copyright, insurance Services Office, Inc., 1992 Page 1 of 1 O Virginia Surety Company, Inc. 1000 N. Milwaukee Avenue Glenview, Illinois 60025 POUCYNUMBER:1CA50351700 WAIVER OF TRANSFER OF RIGHTS OF'RECOVERY AGAINST OTHERS TO US THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWNG: BUSINESS AUTO COVERAGE FORM The following is added to SECTION IV— BUSINESS AUTO CONDITIONS, A. Loss Conditions, 5. Transfer Of Rights Of Recovery Against Others To Us: However, we will waive any fight of recovery we have against any person or organization with whom you have entered into a contract or agreement because of payments we make under this Coverage Form arising out of an "accident" or "loss" if: a. The "accident" or "loss" is due to operations undertaken in accordance with a written contract existing between you and such person or organization; and b. The contract or agreement was entered into prior to any "acdderd" or "loss:' No waiver of the right of recovery will directly or indirectly apply to your employees or employees of the person or organization, and we reserve our rights of Gen to be reimbursed for any recovery funds obtained by any Injured employee. Named insured Republic Intelligent Transportation Services Policy Number 1CA50351700 Endorsement No. Policy Period 10/01/06 to 10101/07 Endorsement Effective Date: 1 a/01 Jar, Producer's Name. CPG/Spedal Risk Resources Insurance Agency Inc. Producer Number: %RIZED RESENTATIVE CA CPGCA 5 (07104) 10 Lo i /-o G DATE . 'C*Pany VIRGINIA SURETY INSURANCE COMPANY Policy Period 10/01/06 To 10/01/07 ATTACHED TO AND FORMING A PART OF POLICY NUMBER 1CW50207601 ENDORSEMENT EFFECTIVE (Standard Time) Month /Day[Year 12:01 A.M. I NOON 10/0, 1 (X) "AMENDED" Endorsement No. 0000 REPUBLIC ELECTRIC PRODUCER AND CODE CP0fSPEC. RISK RESOURCES INS AGCY, INC. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only.toAsaxtent that you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benf3fit anyone not named in the Schedule. WHEN REQUIRED BY WRITTEN CONTRACT. > WC C043 7(3102) Schedule I b �o t O to DATE n LJ • r] 3930 CITY OF NEWPORT BEACH CITY COUNCIL STAFF REPORT CRY EEY POD NGBEACH t 1J V L Agenda Item No. 10 April 10, 2007 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Public Works Department Antony Brine 949 - 644 -3329 or tbdne @city.newport- beach.ca.us SUBJECT: TRAFFIC SIGNAL MAINTENANCE - APPROVAL OF PROFESSIONAL SERVICES AGREEMENT WITH REPUBLIC ITS, INC. RECOMMENDATION: Approve a Professional Services Agreement with Republic ITS, Inc., of Novato, California for annual maintenance of the City's traffic signal equipment at not to exceed price of $210,000 per year. The term of the Agreement shall be for a period of one year. The Agreement can automatically be extended for four additional one year terms dependent upon an annual review. Authorize the Mayor and City Clerk to execute the Agreement. DISCUSSION: For over 30 years, the City contracted with Peek Traffic for all traffic signal maintenance services. During this period, all services were provided and invoices were paid on a month -to -month basis. In 2005, Republic ITS purchased Peek Traffic and the City has continued to contract on a month -to -month basis with Republic ITS for the last 2 years. Without a well defined traffic signal maintenance agreement, it has become more difficult to monitor the services provided, address technology changes, review submitted invoices, and adequately budget for annual maintenance costs. To address the current situation, Public Works staff prepared an extensive scope of work to fully incorporate all anticipated services. Specific maintenance tasks are detailed, record keeping requirements are outlined, and compensation terms are clearly defined. Three firms were invited to submit proposals to provide annual maintenance services for the City's 112 traffic signals. All three firms responded, Republic ITS, Team Econolite, and Computer Service Company (CSC). A bid summary is attached. Tramignal Maintenance - Approval of Professional SenoAgreement with Republic ITS, Inc. April 10, 2007 Page 2 Republic ITS offered the best unit prices as reflected in the representative table below: • Additionally, the proposals were independently reviewed to evaluate each firm's qualifications, past experience on similar contracts, and availability. Republic ITS has completed traffic signal maintenance services competently and professionally for the City and for other local agencies in Southern California. Republic ITS is deemed the most responsive contractor based upon the experience of its staff, bid prices, and the proposed maintenance program. Upon selection, staff negotiated with Republic ITS to finalize the bid costs for each specific task and equipment as outlined in the scope of work. The maintenance services covered in the scope of work are separated under 1) routine • maintenance, and 2) extraordinary maintenance. Routine maintenance includes cleaning equipment, visually inspecting and checking the operation of all equipment, checking signal timing, and testing. Extraordinary maintenance includes repair or replacement of failed equipment, repair of equipment damaged by vehicle accidents or vandalism, refinishing or repainting of poles or cabinets, etc. The cost for extraordinary work varies from year to year. These tasks are paid for on a time and material basis as required. Annual maintenance costs will vary from year to year. The annual budget for routine maintenance tasks can be fixed since they represent specified costs per intersection. Total costs for extraordinary signal maintenance can only be estimated based on previous years' experiences. For this reason, the contract is set up for a not to exceed . amount and terms will be reviewed annually. Using historical data, a not -to -exceed amount of $210,000 for the first year has been established for this contract. Environmental Review: Categorically Exempt under Chapter 3, Article 19, Section 15301, Class 1 (c) of the Title 14 California Code of Regulations. This exemption covers minor alteration of existing public highways involving no expansion of an existing use. 49 Team Econolite Republic ITS Computer Service Co. Routine Maintenance $142,0001 ear $105,010/ ear $143,770/ ear Replacement of safety lights $75 /unit $60 /unit $85 1unit Replacement of illuminated street name sign lamps $68 /unit $75 /unit $75 /unit Replacement of std type E detector loops $550 $375 $350 Replacement of Walkman/ Hand pedestrian signal $420 $190 $285 Material and Parts Markup 20% 15% 15% Equipment Service Truck $27 /hour $15 /hour $30 1hour Labor: Systems Technician $89 /hour $60 /hour $65.75 /hour Additionally, the proposals were independently reviewed to evaluate each firm's qualifications, past experience on similar contracts, and availability. Republic ITS has completed traffic signal maintenance services competently and professionally for the City and for other local agencies in Southern California. Republic ITS is deemed the most responsive contractor based upon the experience of its staff, bid prices, and the proposed maintenance program. Upon selection, staff negotiated with Republic ITS to finalize the bid costs for each specific task and equipment as outlined in the scope of work. The maintenance services covered in the scope of work are separated under 1) routine • maintenance, and 2) extraordinary maintenance. Routine maintenance includes cleaning equipment, visually inspecting and checking the operation of all equipment, checking signal timing, and testing. Extraordinary maintenance includes repair or replacement of failed equipment, repair of equipment damaged by vehicle accidents or vandalism, refinishing or repainting of poles or cabinets, etc. The cost for extraordinary work varies from year to year. These tasks are paid for on a time and material basis as required. Annual maintenance costs will vary from year to year. The annual budget for routine maintenance tasks can be fixed since they represent specified costs per intersection. Total costs for extraordinary signal maintenance can only be estimated based on previous years' experiences. For this reason, the contract is set up for a not to exceed . amount and terms will be reviewed annually. Using historical data, a not -to -exceed amount of $210,000 for the first year has been established for this contract. Environmental Review: Categorically Exempt under Chapter 3, Article 19, Section 15301, Class 1 (c) of the Title 14 California Code of Regulations. This exemption covers minor alteration of existing public highways involving no expansion of an existing use. 49 • • • Tr�ignal Maintenance - Approval of Professional SwoAgreement with Republic ITS, Inc. April 10, 2007 Page 3 Funding Availability: There are sufficient funds available in the following account for this maintenance agreement: Account Description Maintenance and Repair - Equipment Prepared by: Antony Brine, P Principal Civil ngineer Attachment: Account Number 5200 -8030 Total: Submitted Bid Summary d Professional Services Agreement A G. Badum Works Director Amount $210,000 $210,000 EXHIBIT - BID SUMMARY ITEMS QUANTITY YEARLY Unit $3 TEAM E Sub -Total REPUBLIC Unit S$ .Arb -Total Ua@ $$ CSC Sub-Total 1 Routine Maintenana(see Section 11): a. Each signalized intersection fsr monthly casks 112 12 $64.00 886,016.00 $66.00 $88,704.00 EMEEMEM 580,640.00 It. Each signalized intersection for three month tasks 112 4 $88.00 $39,424.00 f E $1,792.00 $65.00 529,130.00 c. Each signalized intersection for six moth leaks 112 2 51,680.00 $9.00 $2,016.00 $65.00 574,560.00 d. Each signalized intesxtion for twelve month tasks i. Each Bat tery Back- up System Test (per intersection) 62 1 $25.00 $1,550.00 Em $558.00 $25.00 51,550.60 ii. Each Conflict Monitor Test (per intersection) 112 1 $79.00 $8,848.00 $3.60000 $75.00 58,400.00 iii. Video Detection Camera Cleaning(permtersection) 2 1 $120.00 $65.00 $130.00 $125.00 $250.00 iv. BVP Optical Detector Lens Cleaning (per intersection) 72 I $4,464.00 $85.00 $6,12000 $125.00 $9,000.00 v. CCTV Camera Cleaning (per mtarsectioo) 2 1 $60.00 $120.00 JREMEEMJM $90.00 $125.00 5250.00 TOTAL $142,222.00 $109,01400 $143,770.00 CURRENT MONTHLY COMPARISON ONLY 112 12 $56.61 $76,083.84 2 Extraordinary Maintenance (sae Section ID): a. Replacement of safety lights (per unit) $75.00 11112101W $85.00 It. Replacement of intemallyiBuminamd street name sip lamps (per unit) $75.00 $75.00 e. Replacement of vehicle indication 12" Green 8411 $170.00 5171.25 12 " Gran Arrow $135.00 $137.80 12" Yellow Ball $110.00 $102.60 12" Yellow Arrow $110.00 $102,60 12" Red Ball 598.00 $96.80 12" Red Awns 598.00 $96.60 9- Gretna Bail 316000 3130.00 8 "Yellow Ball $121.00 $105.00 8" Red Ball $117.00 $95.00 PV Red $156.00 $110.00 PV Oren 5262.00 $110.00 d. Replacemevtofstandard Typo "E" dete=loops, including saw cut, lead -in cable splicing and epoxy emulsion. (4 or Less) $550.00 $375.00 (more than 4) 5425.00 e. Replaeesetat of WalkMan't Walk pedestrian signal to Type A LED module 5420.00 $285.00 E Replacement ofWallaoaNHand pedestrian signal to Type A LED module 5420.00 $285.00 S. Replacement of Countdown Walton ®!Hand pedestrian signal to CouoLdown LED module $420.00 $355.00 b. Replacement of Pedestrian and Bicycle push bunions with ADA approved buttons and signs $262.00 $95.00 L Refinishing ofpedesMan heads and signal heads, including Rammarks per siguBsed interseetien, excluding conneller and electric service cabinets. Pedestrian Head $70.00 545,00 Signal Head $70.00 $58.00 j. RefmiahingoftrefKcsignalcontmfler cabinet or utility cabinet Signal Canceller Cabiaet W11111111 $850.00 $950.00 • • BUDGET 244,510 • E • 0 Utility cabinet k Materiel and Parrs: Supplica's invoice amouotplm _ I. Lebor(per bow): Registered Civil Engineer Regular Engineering Technician Regular Engineering Tecimicisn Overtime Traffic Signal Maintenance Superintendent Regular Traffic Signal Maintenance SuperintendentOverd= Traffic Signal Maintenance Superintendent Doubletime Transportation Systems Technician Regular Trwsportation Systems T"Imician Overtime Ttanspomtiun Systems Technician Doubietime Transportation System Electrician Regular Transportation System Electrician Transportation System Electrician Traffic Signal Laboer Regular Traffic Signal Laborer Overtime Traffic Signal Laborer Doubictime ED Equipment (per how): Pick -Up Truck Service Truck Service Boom Track Water7Yuck Concrete Saw and Truck Air Compressor with Tonto %markup. CI 20% MORWAIM ME= $150.00 $150.00 MW $98.00 $80.00 u/a $110.00 n/a $98.00 $80.00 $135.00 EM We $169.00 u/e n/a $89.00 $66.00 $120.00 $95.00 $155.00 cis n/a $94.00 $66.00 5125.00 $95.00 $160.00 eta nfa 580.00 $40.45 5105.00 EM $60.65 5135.00 da o/a $18.00 $15.00 527.00 $30.00 $36.00 530.00 580.00 $130.00 5$32.00 0 is • 0 • SERVICE AGREEMENT WITH • REPUBLIC INTELLIGENT TRANSPORTATION SERVICES, INC. FOR MAINTENANCE AND REPAIR 'OF CITY TRAFFIC SIGNAL SYSTEM THIS AGREEMENT, entered into this day of April of 2007, ( "Commencement Date') by and between the CITY OF NEWPORT BEACH, a Municipal Corporation and Charter City ( "City"), and REPUBLIC INTELLIGENT TRANSPORTATION SERVICES, INC., a California corporation located at 371 Bel Marin Keys Boulevard, Suite 200, Novato, California, 94949 ( "Company "), is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to cant' on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. The City currently operates and maintains 112 traffic signals within City limits. For the past two years, Company has been maintaining and servicing the City s traffic signals pursuant to an on -call service agreement. • C. In February 2007, City prepared a Request for Proposal (RFP) seeking proposals for maintenance of all of the City's traffic signals and traffic control devices. Company submitted the lowest bid among the Timis that responded to the RFP. D. City desires to engage Company to provide maintenance and repair services for all traffic signal controllers, electrical or mechanical traffic control or traffic devices, traffic signal poles and all other hardware, at all signalized intersections within the City (hereinafter referred to as the "City's Traffic Signal Facilities "). E. Company possesses the skill, experience, ability, background, certification, and knowledge to provide the services described in this Agreement. F. City has reviewed the previous experience and evaluated the expertise of Company, and desires to retain Company to render traffic control repair and maintenance services under the terms and conditions set forth in this Agreement. G. Company acknowledges that City has relied upon Company's representations and Company commits to faithfully perform the services required by this Agreement and in accordance with the terms and conditions of this Agreement. H. Company has examined the location of all proposed work, carefully • reviewed and evaluated the specifications relative to the type, common nature and • frequency of work to be performed, is familiar with all conditions relevant to the performance of services and has committed to perform all work required for the price specified in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned as follows: TERM Unless terminated earlier as outlined below, the term of this Agreement shall be for five (5) years. The term shall commence within ten (10) working days of City Council approval of this Agreement and upon receipt and approval of all required insurance.. City reserves the right to terminate the Agreement unilaterally at any time upon thirty (30) days written notice to Company. Time is of the essence in the performance of services under this Agreement. 2. SCOPE OF SERVICES A. In compliance with all terms and conditions of this Agreement, Company shall perform the services specifically described in, and in strict compliance with the requirements of Exhibit A ( "Scope of Work'), which services may be referred to herein • as the "services" or "work" hereunder. City shall have the right to alter the frequency of maintenance as necessary to ensure the highest industry standards of maintenance. Payment shall be made according to the Unit Price Schedule attached hereto as Exhibit B. All of the Exhibits are considered to be a part of, and are incorporated into, this Agreement by reference. B. As a material inducement to the City entering into this Agreement, Company represents and warrants that Company is a provider of first class work and services and Company is experienced in performing the work and services contemplated herein and, in light of such status and experience, Company covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality, fit for the purpose intended. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first -class firms performing similar work under similar circumstances. 3. COMPENSATION TO COMPANY A. City shall pay Company for the services on a time and expense basis not to exceed the sum of Two Hundred and Ten Thousand Dollars ($210,000.00) per year ( "Contract Amount ") in accordance with the provisions of this Section and the Contract Unit Price Schedule attached hereto as Exhibit B. • B. Company shall submit monthly invoices to City describing the work performed the preceding month. The bill shall include a brief description of the services 2 • performed and /or the specific task in the Scope of Work to which it relates, the date the • services were performed, the person who performed the services, the number of hours spent on all work billed on an hourly basis, and a description of any materials and /or equipment used in performing the services. City shall pay Company no later than thirty (30) days after approval of the monthly invoice by City staff. C. This Agreement shall be governed by Section. 1770 of the California State Labor Code and in accordance with the terms of the Southern California Master Labor Agreement, which has established a prevailing rate of per diem wages to be paid in the performance of this Agreement. The Director of Industrial Relations has ascertained the general prevailing rate of per diem wages in the locality in which the work is to be performed for each craft, classification, or type of" workman or mechanic needed to execute the contract. A copy of said determination is available by calling the prevailing wage hotline number (415) 703 -4774, and requesting_ one from the Department of Industrial Relations. All parties to the contract shall be governed by all provisions of the California Labor Code Relating to prevailing wage rates (Sections 1770 -7981 inclusive). It shall be the sole obligation of the Company to comply with all labor laws, rules and regulations including, but not limited to, the requirement to pay prevailing wages and the City shall not be liable for any violation of any labor laws, rules and regulations. 4. WORKMANSHIP, SUPERVISION AND EQUIPMENT A. All contract services shall be performed by competent and experienced • employees. To perform the services contemplated in this Agreement, Company shall ..provide at least one full -time Transportation Systems Electrician certified as a Level II traffic signal technician by the International Signal Municipal Association (IMSA), and certified by the State of California, Labor Code Section 3099 and 3099.2. Company warrants that it shall employ or retain, at its sole cost and expense, all professional and technical personnel necessary to properly perform contract services. B. Company shall provide an Operations Manager to coordinate work with the City Administrator (as defined in Paragraph 15) and ensure satisfactory performance of all contract services. Company has designated Michael Hutchens to be its Operations Manager under this Agreement. Contractor shall not remove or reassign the Operations Manager or assign any new or replacement personnel to the work to be performed under this Agreement without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. C. The work force shall include a thoroughly skilled, experienced, and competent supervisor who shall be responsible for ensuring that all employees adhere to the specifications outlined in this Agreement and the exhibits hereto. Any order given to supervisory personnel shall be deemed delivered to the Company. The supervisor assigned must be identified by name to ensure coordination and continuity. • 3 • • D. All Company personnel working under this Agreement shall be neat in appearance when performing contract services. All Company personnel shall wear identification badges or patches. Those employees working in or adjacent to traffic zones shall wear orange vests. E. All vehicles and equipment used in conjunction with the work shall be in good working order and have appropriate safety guards. All vehicles shall bear the identification of the Company. 5. LICENSES, FEES, PERMITS AND ASSESSMENTS Company shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Company shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Company's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees, assessments, taxes penalties or interest levied, assessed or imposed against City hereunder. 6. FURTHER RESPONSIBILITIES OF PARTIES • Both parties agree to use reasonable care and diligence. to perform. their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 7. INDEPENDENT CONTRACTOR It is understood that City retains Company on an independent contractor basis and Company is not an agent or employee of City. The manner and means of conducting the work are under the control of Company, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. Nothing in this Agreement shall be deemed to constitute .approval for Company or any of Company's employees or agents, to be the agents or employees of City. Company shall have the .responsibility for and control over the means of performing the work, provided that Company is in compliance with the terms of this Agreement. Anything in this Agreement that may appear, to give City the right to direct Company as to the details of the performance or to exercise a measure of control over Company shall mean only that Company shall follow the desires of City with respect to the results of the services. 111 • 111 El • E B. TYPE AND INSTALLATION OF MATERIAL • A. Company shall use only the standard materials described in Exhibit A in performing contract services. Any deviation from the materials described in Exhibit A shall not be installed unless approved in advance by the City Administrator. B. City reserves the right to purchase material or parts and make same available to Company. City shall notify Company of its intention to do so seven (7) days prior to Company's obligation to use City provided parts and /or materials. Company shall secure, store, inventory, distribute and control all materials or parts provided to Company by City. Company shall make all materials and inventory available to the City upon request. 9. REPAIRIREPLACEMENT A. The Company shall adopt reasonable methods during the life of this Agreement to furnish continuous protection to the Citys property, including traffic signals and equipment or other components thereof to prevent losses or damages. B. Company shall advise the City Administrator of any damage to City equipment or property immediately upon becoming aware of the damage. C. Company shall repair damaged equipment, controllers and other • equipment for the bid prices outlined in Exhibit B. D. Company shall repair, at its sole cost and expense, any damage to City equipment or property caused by Company or it agents, employees, representative or officers. E. Company shall, at its sole cost and expense, replace all materials and equipment which requires replacement due to the failure of Company to properly perform the services required by this Agreement or which has been damaged by the acts of Company or its employees. 10. FAMILIARITY WITH WORK A. By executing this Agreement, Company warrants that Company (a) has thoroughly investigated and considered'the scope of services to be performed, (b) has carefully_ considered how the services should be performed, and (c) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. Company warrants that Company has investigated the work sites and is fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Company discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Company shall immediately • 5= i • inform the City of such fact and shall not proceed except at Company's risk until written instructions are received from the City. B. City and Company agree that City has made no representation regarding the order or condition of any area or location for which Company is to provide services or that the site or location of work will be free from defects, apparent or hidden, at the commencement of, or at any time during the term of the Agreement. 11. HOLD HARMLESS To the fullest extent permitted by law, Company shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents and employees (collectively, the "Indemnified Parties') from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or indirectly) to any work performed or services required by or provided under this Agreement (including, without limitation, defects in workmanship and /or materials) or Company's presence or activities while on City property (including the negligent and /or willful acts, errors and/or omissions of Company, its principals, officers, agents, • employees, vendors, suppliers, Company's, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require Company to indemnify the Indemnified Parties from any Claim arising from, the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Company. 12. INSURANCE Without limiting Company's indemnification of City, and prior to commencement of work. Company shall obtain, provide and maintain at Its own expense during the term of this Agreement, a policy or policies of liability insurance of the type and amounts described below and in a form satisfactory to City. A. Certificates of Insurance. Company shall provide certificates of insurance with original endorsements to. City as evidence of the insurance coverage required herein. Insurance certificates must be approved by City's Risk Manager prior to commencement of performance or issuance of any permit. Current certification of • insurance shall be kept on file with City's at all times during the term of this Agreement. F_ ] B. Signature. A person authorized by the insurer to bind coverage on its • behalf shall sign certification of all required policies. C. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. D. Coverage Requirements. I. Workers' Compensation Coverage. Company shall maintain Workers' Compensation Insurance and Employer's Liability Insurance for its employees in accordance with the laws of the State of California; however, in no event shall the Employer's Liability Insurance be less than one million dollars ($1,000,000) per occurrence. Any notice of cancellation or non - renewal of all Workers' Compensation policies must be received by City at least thirty (30) calendar days (10 calendar days written notice of non - payment of premium) prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work • performed by Company for City. ii. General Liability Coverage. Company shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury; personal injury, and property damage, including without limitation, contractual liability. If commercial general liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement; or the general aggregate limit shall be at least twice the required occurrence limit. iii. Automobile Liability Coverage. Company shall maintain automobile insurance covering bodily injury and property damage for all activities of the Company arising out of or in connection with work to be performed under this Agreement, including coverage for. any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit for each occurrence. _ E. Endorsements. Each general liability, employers liability and automobile liability insurance policy shall be endorsed with the following specific language: I. The City, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the Company. • • • • ii. This policy shall be considered primary insurance as respects to City, its elected or appointed officers, officials, employees, agents and volunteers as respects to all claims, losses, or liability arising directly or indirectly from the Company's operations or services provided to City. Any insurance maintained by City, including any self - insured retention City may have, shall be considered excess insurance only and not contributory with the insurance provided hereunder. iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. iv. The insurer waives all rights of subrogation against City, its elected or appointed officers, officials, employees, agents and volunteers. V. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its elected or appointed officers, officials, employees, agents or volunteers. vi. The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits, by either party except after thirty (30) calendar days (10 calendar days written notice of non - payment of • premium) written notice has been received by City. U F. Timely !Notice of Claims. Company shall give City prompt and timely notice of claim made or suit instituted arising out of or resulting from Company's performance under this Agreement. G. Additional Insurance. Company shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 13. PROHIBITION AGAINST TRANSFERS OR ASSIGNMENT A. Company may not assign any right or obligation of this Agreement or any interest in this Agreement without the prior written consent of City. Any attempted or purported assignment without consent of City shall be null and void. Company acknowledges that these provisions relative to assignments are commercially reasonable and that Company does possess special skills, abilities, and personnel uniquely suited to the performance of Contract Services and any assignment of this Agreement to a third party, in whole or in part, could jeopardize the satisfactory performance of Contract Services. Company may not employ any subcontractors unless specifically authorized by City. M 0 0 B. The sale, assignment, transfer, or other disposition of any of the issued • and outstanding capital stock of Company, of the interest of any general partner or joint venture which shall result in changing the control of Company, shall be construed as an assignment of this Agreement. EEN A. All Company's books and other business records, or such part as may be used in the performance of this Agreement, shall be subject to inspection and audit by any authorized City representative during regular business hours. B. No report, information, or other data given to or prepared or assembled by Company pursuant to this Agreement may be made available to any individual or organization without prior approval by City. C. Company shall, at such time and in such form as City may require, provide reports concerning the status or cost of services required by this Agreement. D. Company shall complete a monthly activities report indicating work performed the preceding month and submit this completed report to the City Administrator on the 15t' day of the each month. E. Company shall keep records and invoices in connection with its work to be is performed under this Agreement. Company shall maintain complete and accurate records with respect to the costs incurred under this Agreement All such records shall be clearly identifiable. Company shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records. Company shall maintain and allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment under this Agreement. 15. ADMINISTRATION This Agreement will be administered by the Public Works Department. Brad Sommers shall be considered the City s Administrator and shall have the authority to act for the City under this Agreement. The City Administrator or his /her authorized representative shall represent the City in all matters pertaining to the services to be rendered pursuant to this Agreement. "16. LABOR A. Company shall conform to all applicable provisions of State and Federal law including, applicable provisions of California Labor Code, and the Federal Fair Labor Standards Act. • M • . B. Whenever Company has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this Agreement, Company shall immediately give notice to City, including all relevant information. fU 17. CONFLICTS OF INTEREST A. The Company or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to disclose financial interest that may foreseeable be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeable financially affect such interest. The Company will provide a completed disclosure form noting the above. Company will comply with the Act and relevant City Resolutions. B. If subject to the Act, Company shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for termination of this Agreement by the City. The Company shall indemnify and hold harmless the City for any claims for damages resulting from the Company's violation of this Section. 18. NOTICES All notice, demands, requests or approvals to be given under this Agreement must be given in writing and will be deemed served when delivered personally or on the second business day after the deposit thereof in the United States mail, postage prepaid, registered or certified, addressed as hereinafter provided. All notices, demands, requests or approvals from Company to City shall be addressed to City at: Public Works Department City of Newport Beach 3300 Newport Boulevard PO Box 1768 Newport Beach, CA 92658 -8915 All notices, demands, requests or approvals from City to Company shall be addressed to Company at: James Wagner, P.E. Republic Intelligent Transportation Services, Inc. 371 Bel Marin Keys Blvd., Suite 200 Novato, CA 94949 Phone: 415- 884 -8400 10 19. TERMINATIONIDEFAULT • A. In the event Company fails or refuses to timely perform any of the provisions of this Agreement in the manner required or if Company violates any provisions of this Agreement, Company shall be deemed in default. If such default is not cured within a period of two (2) working days, or if more than two (2) working days are reasonable required to cure the default and Company fails to give adequate assurance of due performance within two (2) working days after Company receives written notice of default from City, City may terminate the Agreement forthwith by giving written notice. City may, in addition to the other remedies provided in this or authorized by law, terminate this Agreement by giving written notice of termination. B. This Agreement may be terminated at anytime, without cause by City upon thirty (30) days written notice. Upon termination, City shall pay to Company that portion of compensation specified in the Agreement that is earned and unpaid prior to the effective date of termination. The Company may only terminate the Agreement in the event of nonpayment by the City. In the event of nonpayment by the City, Company shall give the City thirty (30) days written notice thereof and the City shall have fifteen (15) working days to cure the alleged breach. C. In addition to, or in lieu of, remedies provided in this Agreement or pursuant to law, City shall have the right to withhold all or a portion of Company's • compensation for contract services if, in the judgment of the City Administrator, the level of maintenance falls below appropriate maintenance standards and /or Company fails to satisfactorily perform contract services. City shall have the right to retain funds withheld until the City Administrator determines that the contract services are performed as well and as frequently as required by this Agreement. 20. COMPLIANCE WITH ALL LAWS All services rendered hereunder by Company shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency having jurisdiction in effect at the time service is rendered. 21. WAIVER A waiver by City of any breach of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein whether of the same or a different character. • 11 0 0 . 22. INTEGRATED CONTRACT This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties and all preliminary negotiations and agreements of whatsoever kind or nature are merged in this Agreement. No verbal agreement or implied covenant shall be held to vary the provisions. hereon. 23. AMENDMENTS This Agreement may be modified or amended only by a written document executed by both Company and City and approved as to form by the City Attorney. 24. SEVERABILITY If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 25. CONTROLLING LAW AND VENUE The laws of the State of California shall govern this Agreement and all matters • relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange. • 26. INTERPRETATION The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction that might otherwise apply. 27. EQUAL OPPORTUNITY EMPLOYMENT Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. 12 0 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. APPROVED AS TO FORM: -y j, Aaron C. Harp Assistant City Attorney ATTEST: LaVonne Harkless, City CITY OF NEWPORT BEACH A Municipal Corporation 0 Steve Rosansky, Mayor City of Newport Beach COMPANY: REPUBLIC ITS By: Print Name: Title: (Corporate Officer) By: Print Title: (Corporate Financial Officer) U. users \CAT /shared0onna aighTrafflc Signal Maintenance Contractdoc 13 0 • • 0 CJ Exhibit A Scope of Work List of Exhibits Exhibit B Contract Unit Price Schedule • • 14 0 EXHIBIT A • SCOPE OF WORK CITY OF NEWPORT BEACH TRAFFIC SIGNAL MAINTENANCE AGREEMENT SECTION I: GENERAL A. SERVICES TO BE PROVIDED COMPANY shall furnish all labor, equipment, materials and supervision to perform the routine repair and replacement, emergency repair and preventative maintenance of all of the City of Newport Beach's ( "CITY") Traffic Signal Facilities, as defined herein. Traffic Signal Facilities shall be defined as all traffic signals, traffic signal controllers, electrical or mechanical traffic control or traffic devices, traffic poles and all other hardware, at all signalized intersections within City limits. B. WORKING HOURS COMPANY shall provide its services to the CITY between the hours of 7:30 AM and 5:00 PM under the pay rates outlined in the Contract Unit Price Schedule attached to the Agreement as Exhibit B. All extraordinary maintenance work performed outside these specified hours and on holidays shall be paid according to the overtime rates listed in Exhibit B. COMPANY shall maintain a local telephone number where COMPANY staff can be reached twenty-four (24) hours a day to provide maintenance and repair services as requested by the CITY, including the replacement of burned -out vehicle indications, adjustment of turned signal heads, repair of controller malfunctions or any damage creating a public hazard. This telephone number shall be made available to all persons designated by the CITY, and CITY shall be notified immediately of any changes to the number. n U • • • • C. QUALIFICATIONS AND PERSONNEL REOUIREMENTS COMPANY shall have available and readily accessible all required tools, equipment, apparatus, facilities, and materials to perform all work necessary to maintain the City's Traffic Signal Facilities in good working order and condition at all times. Company shall also employ adequate skilled labor to perform the work in a professional and workmanlike manner. All work shall be performed in accordance with the current City of Newport Beach Standard Plans and Section 86 of the Standard Specifications for the State of California, Department of Transportation, "Greenbook" Standard Specifications for Public Works Construction, International Signal Municipal Association (IMSA). To perform the services contemplated herein, COMPANY shall employ at least one full -time Transportation Systems Electrician certified as a Level II traffic signal technician by the IMSA, and certified by the State of California, Labor Code section 3099 and 3099.2. The COMPANY shall provide, upon execution of the Agreement, certifications for all other Transportation Systems Technicians working in the CFFY. COMPANY shall have on hand at all times the minimum specified equipment and spare traffic • controllers as listed below for as- needed replacements: • Multisonics 820A VMS 330 compatible NEMA controllers with current revision (at least three); • Econolite ASC /3 -2100 NEMA controllers (at least one); • Econolite 2070L controllers loaded with ASC/3 -2070 software (at least one); and • 170E controllers complete with Caltrans standard C -8 module (at least three). COMPANY shall have available adequate skilled personnel and proper lab testing facilities to perform inspection of new and existing controller assemblies, including controller units, auxiliary equipment, and traffic control appurtenances. D. RESPONSE TIMES At COMPANY'S sole cost and expense, COMPANY shall utilize and maintain mobile communications that are compatible with the CFI'Y's Nextel phone/radio equipment to facilitate communication between the CITY and COMPANY. 2 COMPANY shall respond immediately to emergency calls when directed by the CITY, and • dispatch the qualified personnel and equipment to reach the site within thirty (30) minutes of notification. Emergency calls shall include, but are not limited to, a total blackout of traffic signals at any intersection, or any other conditions that create an immediate hazard to persons or vehicles, as defined by the CITY. In all other circumstances, COMPANY shall respond to a call within sixty (60) minutes. The replacement of burned -out vehicle indications and internally illuminated street name sign lamp need not be on an emergency basis if there are at least two (2) indications still operative for each direction of travel. Such replacement shall be handled as soon as possible in a routine manner within a 48 -hour period. COMPANY's qualified personnel and service truck shall at all times be equipped with proper tools and materials to respond to all calls, including emergency calls. E. 1. Each Intersection: At each intersection; COMPANY shall maintain a permanent record of service for the intersection equipment including, but not limited to, vehicle and pedestrian timing, detectors, interconnect equipment, pre- emptive control, or similar equipment- COMPANY shall • maintain a separate record at each intersection detailing monthly maintenance and repairs of controller and related equipment, which shall be in English and legible. 2. Office Records: COMPANY shall maintain a complete record of all laboratory repairs to controllers, which shall show all parts or components repaired or replaced including serial numbers and item descriptions. Each service truck in the field shall keep a daily record, which covers the time chargeable to the CITY pursuant to the Agreement in each twenty -four (24) hour period. This record shall include the date and time of day the work was performed at each intersection, the description of work performed and the name of the technician that performed the work. 3. Activities Report: A monthly activities report shall be included with all monthly invoices to the CITY Traffic Engineer by the fifteenth of each month. The report shall include a complete record of all work performed on the CITY'S Traffic Signal Facilities during the previous month. The report shall include: • The location of each separate service, • The date and approximate time of the service, • • The reason for the service, 3 • • . Whether the service was routine or an emergency, • Who called in the request for service, • • S • The name of the technician(s) performing the service, and • The number of hours spent for each service. At the CITY's discretion, the CITY may call a meeting to review the performance and activities of the COMPANY. F. NEW TRAFFIC SIGNAL INSTALLATIONS COMPANY shall maintain any additional traffic signals and appurtenant devices as they are installed or become a part of the maintenance requirements of the CITY, at the bid prices set forth in Exhibit B. In the event that notification is made of a new installation other than at the begriming of a monthly period, the unit cost will be prorated from the day the COMPANY is notified of the need for maintenance of the new equipment. G. TRAFFIC SIGNAL CONTROL EQUIPMENT COMPANY shall repair, replace, or otherwise render in good working order any and all defective parts of the traffic signal control equipment with like make and model parts as the need arises except as agreed upon by the CITY. Whenever equipment is replaced or removed from the controller cabinet, the CITY shall be notified by phone within 24 hours or the next working day. Non - essential, non - safety related equipment shall be replaced within fourteen (14) calendar days after notifying the CITY. Essential, safety- related equipment shall be replaced immediately. COMPANY agrees to notify the CITY Traffic Engineer, or his designated representative, in advance of any planned signal turn-off or tum -on. Such notice shall be given at least forty-eight (48) hours in advance. At the CITY's discretion, a Police officer's presence may be required prior to said turn-off or turn-on. 4 H. WARRANTY SERVICE During the period of warranty for new equipment installations, COMPANY shall contact the manufacturer regarding any defective or malfunctioning equipment and coordinate between the manufacturer, installing Contractor and the CITY regarding any warranty service. The COMPANY shall notify the CITY of any delays in response by the manufacturer or installing Contractor and the details of each incident. I. TRAFFIC CONTROL COMPANY shall provide safe and continuous passage for pedestrian and vehicular traffic at all times. All work area traffic control devices, including warning lights, signs, flares, barricades, delineators, detours and other facilities for the sole convenience and direction of public traffic shall be famished and maintained by the COMPANY. All traffic control shall conform to, and be placed in accordance with the latest edition of the "Work Area Traffic Control Handbook" (WATCH) manual. Flashing arrow boards shall be furnished and maintained by the COMPANY, and be placed on all vehicles during any lane closure. A minimum of one 10 -foot wide travel lane in each direction shall remain open on Local and Secondary roadways. (Local roadways are defined herein to have two lanes of traffic, while Secondary roadways have four.) On Arterial roadways (which have between four and six lanes), a minimum of two travel lanes in each direction shalt remain open. All existing left -turn pockets shall be maintained whenever feasible. No lane closures on an Arterial roadway will be permitted between the hours of 7:00 a.m. and 9:00 a.m. or 3:00 p.m. and 6:00 p.m., unless an emergency exists and such a closure is necessary to safeguard the traveling public. Separation between travel lanes, channelization, and delineation of the maintenance area shall be accomplished by the use of delineators and/or cones spaced as recommended by the WATCH manual. Each vehicle used to place and remove components of a traffic control system on multi -lane highways shall be equipped with a flashing arrow board, which shall be in operation when the vehicle is being used for placing, maintaining or removing said components. Flashing arrow boards shall be in E n U • • 0 • • place before implementing lane closure(s). When maintenance is complete, all traffic control signs, barricades, delineators, or similar equipment, shall be immediately removed from the site. - J. EMERGENCY RESPONSE For the emergency repair of a signal, the following procedure of traffic control shall apply: I. COMPANY shall dispatch qualified personnel and equipment to reach the site within thirty (30) minutes. The COMPANY'S vehicles shall carry traffic cones, flashing arrow boards, traffic warning signs, and similar devices, which shall be used when directing traffic during an emergency and/or when deemed necessary by the signal technician, the CITY Traffic Engineer, or his designated representative. COMPANY shall conform to the WATCH Manual (latest edition) as dictated in the TRAFFIC CONTROL section of this Scope of Work. 2. If no police officer is present and temporary STOP and STOP AHEAD signs have been set up, the COMPANY shall set up more traffic warning and control devices, if deemed necessary, and proceed to repair the signal. After the signal is back in operation, the COMPANY shall remove all of • the temporary traffic control devices and promptly return those devices, if owned by the CITY, to the City Yard. 3. If a police officer is at the intersection when the COMPANY arrives, the COMPANY shall quickly examine the signal, evaluate the situation, and discuss it with the police officer. If the repair will only take a few minutes, the police officer may stay to continue to direct traffic while the COMPANY repairs the signal. If the repair will take longer than the officer can wait, the COMPANY shall immediately set up STOP and STOP AHEAD signs and all other necessary warning devices and relieve the police officer. SECTION H: ROUTINE MAINTENANCE COMPANY shall provide a program of continuing comprehensive maintenance designed to eliminate or reduce the incidence of malfunctions, promote the safety of the motoring public, reduce complaints, and extend the useful life of the equipment. All work listed below shall be included in the • lump sum bid per intersection for routine maintenance as set forth in Exhibit B. Any item that shall be 6 • repaired or replaced, above what is specified, may be invoiced as extraordinary maintenance as specified • in Section III. In carrying out the task described as routine maintenance, the COMPANY shall promptly notify the CITY of any conditions of the traffic signal equipment that present a hazard to the motoring public or to pedestrians, or affect the signal timing or coordination. In addition to the maintenance items listed below as routine, the COMPANY shall make the following minor repairs if discovered during the routine maintenance: • Replace malfunctioning pedestrian/bicycle push button. • Replace missing pedestrian/bicycle push button plate. • Replace missing pole access covers. • Attend to exposed wiring. • Replace malfunctioning pedestrian indication. These items shall only be repaired or replaced at this time if staff, equipment, and materials are already at the site for the routine maintenance. Replaced materials shall be billed at prices detailed in the Contract Unit Price Schedule attached to the Agreement as Exhibit B. Time and equipment usage for these be • repairs shall considered part of the routine maintenance. The program shall include, but not be limited to, the following: A. MONTHLY MAINTENANCE COMPANY shall perform a monthly inspection of each signalized intersection at which time the following tasks shall be completed: 1. Clean cabinet, including vacuuming inside the cabinet and removing any foreign materials or debris inside and outside the cabinet. Inspect cabinet air filter and replace as necessary (the cabinet filter shall be replaced every six months). 2. Check timing of individual signal phases and integral timing circuits for the correct operations per the timing sheet. 3. Check timing of yellow (clearance) intervals on all phases by stopwatch per the timing sheet. 4. Check and set, if necessary, the controller's digital time clock to National Bureau of • Standards time. VI 0 0 • 5. Check all detector units, loops, and pedestrian/bicycle push buttons for correct operation. 6. Visually inspect the signal conflict monitor for correct operation_ 7. Visually inspect all relays, clocks, dials, switches, and similar equipment. Make routine adjustments or minor repairs, if necessary. 8. Walk the intersection observing signal poles, signal heads, traffic control signs, pedestrian signals, illuminated street name signs, vehicle and pedestrian detectors, or other such equipment, to ensure that all are in a safe and working condition, and remove any foreign materials or debris from the area. 9. The batteries in the Battery Backup Systems for the traffic signal shall be inspected for battery post corrosion, battery voltage, loose terminals, and tripped tattle tails. B. THREE -MONTH MAINTENANCE 1. Battery Backup units shall have the batteries tested by an analyzer (SOC140 Battery Analyzer or equivalent) that will test impedance within one minute. The printed results shall be • maintained in each cabinet for reference of the battery performance. The COMPANY shall notify the CITY of non - operable or low output batteries within 24 hours. • 2. The cabinet door locks and pad locks shall be lubricated with graphite lubricant or the equivalent, and maintained in good working order. Any missing or damaged locks shall be reported to the CITY in a timely manner. C. SIX -MONTH MAINTENANCE Once every six months, COMPANY shall perform a night drive throughout the CITY's limits noting any malfunctioning equipment, including, but not limited to, photocells, illuminated street name sign (ISNS) lamps, vehicle indications, pedestrian indications, and safety lighting. The -list of malfunctioning equipment shall be submitted to the CITY Traffic Engineer within ten (10) working days from the completion of the night drive unless the malfunctioning equipment poses a public hazard, in which case, COMPANY shall notify the CITY immediately. The list of equipment to be repaired or replaced shall by approved by the CITY prior to repair and/or replacement of the equipment. A separate 3 list of malfunctioning safety lights shall also be tracked and submitted to the CITY. The night drive • shall be scheduled with the CITY prior to commencement. D. YEARLY MAINTENANCE Once a year, the following items shall be performed: 1. Battery Back -Up System: The traffic signal battery back -up system shall be checked by electrical bypass for appropriate operation per the manufacturer's specifications. The CITY shall approve the schedule prior to the commencement of work. 2. Conflict Monitor: The conflict monitors shall be tested once per calendar year using the MT -180 or equivalent conflict monitor tester. COMPANY shall create a report for each test conducted A replacement monitor, of like kind, shall be fitmished by COMPANY and installed into the cabinet to monitor the intersection while the test is being conducted. Any conflict monitor that does not pass the test shall be repaired or replaced and billed to the CITY as extraordinary maintenance. I Video Detection Camera: The video detection camera lens at the following two (2) • intersections shall be cleaned according to the manufacturer's specifications. In addition, the cameras' alignment shall be checked and adjusted to obtain the proper sight level at each location. • San Miguel Drive at Port Sutton/Yacht Coquette (four cameras) • Bison Ave at Bayswater (1 camera) 4. Emergency Vehicle Pre- emption (BVP): The optical detector lens shall be cleaned according to the manufacturer's specification at all signalized intersection throughout the CITY, including signals operated and maintained by CALTRANS. 5. CCTV Cameras: The CCTV camera housing and lens at the following two (2) intersections shall be cleaned according to the manufacturer's specifications. The cameras are scheduled to be installed in mid - summer, 2007. • MacArthur Boulevard at Vilaggio • MacArthur Boulevard at San Miguel Drive r U E • i • E. AIR FILTERS COMPANY shall replace the air filter elements, in all traffic signal and battery back -up cabinets so equipped, every six (6) months. All filter elements in all cabinets shall be replaced within four (4) months after the commencement of the term of the Agreement. F. COMPENSATION FOR ROUTINE MAINTENANCE CITY shall compensate COMPANY monthly at the unit bid price per signalized intersection as outlined in Exhibit B. The prices set forth in Exhibit B are all - inclusive and shall be considered full compensation to COMPANY for all labor, materials, equipment, overhead, and profit. CITY reserves the right to inspect COMPANY'S work and withhold payments for work not performed according to the routine maintenance outlined in this Scope of Work. SECTION III: • EXTRAORDINARY MAINTENANCE COMPANY shall provide maintenance beyond routine maintenance, as defined in Section 11" as outlined herein. The repaired or replaced items may be billed as extraordinary maintenance. The program shall include, but not be limited to, the following: A. DEFINITION Extraordinary maintenance shall consist of the following: 1. Repair of a failed or malfunctioning signal system caused by vehicle collision, vandalism, civil disorder, windstorm, natural disasters, street coustruction, or excavation. 2. Repair and/or replacement of safety lighting at signalized intersections. 3. Repair and.or replacement of internally illuminated street name sign lamps. 4. Replacement of vehicle indications. • 5. Minor upgrading or installations as directed by the CITY. 6. Repair and/or replacement of loop detectors, DLCs, or conduit as required. 10 7. Replacement of pedestrian indications. • 8. Repainting of signal equipment as directed by the CITY. 9. Maintenance of warning devices (i.e. flashing beacons). 10. Maintenance of sign bridge lighting. 11. Installation of regulatory or warning signs on signal mast -arm or standard. B. NOTIFICATION COMPANY shall contact the CITY Traffic Engineer, or his representative, regarding any extraordinary maintenance work needed and seek his approval before the work is scheduled. COMPANY shall notify the CITY by telephone at least four (4) hours in advance before commencing such work, except in emergencies and/or when injury to persons or property may result without a quicker response. C. COMPENSATION FOR EXTRAORDINARY MAINTENANCE • CITY shall compensate COMPANY for repairs required beyond the scope of routine maintenance on a time and materials basis as follows: 1. Materials: CITY shall pay COMPANY for all materials used in extraordinary maintenance of traffic signals and appurtenances as outlined in Exhibit B. CITY shall have the right to inspect the COMPANY'S records to verify any material costs used in extraordinary maintenance. 2. Direct Labor: COMPANY shall compensate COMPANY for all hours spent in performing extraordinary maintenance: CITY shall pay COMPANY for such hours at the rates specified in Exhibit B. 3. EgmWm ent: CITY shall pay for equipment used in extraordinary maintenance on a per hour basis as set forth in Exhibit B. The listing of per hour equipment rates shall constitute total rates to be paid by the CITY when specified equipment is used. No additional payments of any kind shall be paid for the equipment. No additional compensation shall be paid for transporting the equipment to or from the job site. COMPANY shall submit an itemized invoice within thirty (30) days of completion of the • extraordinary maintenance work. The invoice shall include the following: = 11 • i • 1. An itemized list of all materials used in performance of the work, including the pre- and post mark -up costs. 2. A list of all personnel who performed the work, including their position or title, their billing rate, and the hours of labor performed. 3. A list of all equipment used for the work, including hours of usage. CITY shall compensate COMPANY for the extraordinary maintenance work within 30 days of receipt and approval of the invoice by City staff. D. REPAIR AND REPLACEMENT COMPANY shall repair or replace any and all defective parts of the signal system which cause signal failure or malfunctions, as the occasion arises, including but not limited to, the controller, detector amplifiers, push buttons, relays, master controllers, interconnect, indications, flashers, detector loops, safety lights, illuminated street name sign panels and lamps, and wiring system. COMPANY shall provide the CITY with a document tracking log that lists the: equipment • removed from the cabinet for repair. This tracking log shall include, but not be limited to, information pertaining to time, date, original location, reason for removal, and description of equipment with serial number. This log shall be included in the activities report invoice as a line item status of all removed equipment. COMPANY shall supply the CTPY with a complete record of all laboratory repairs to controllers, detectors, conflict monitor units, or other similar equipment, showing all parts or components repaired or replaced including serial numbers and item description. The record shall be attached to the equipment when returned to the CITY. E. VEHICLE INDICATIONS AND LIGHTING COMPANY shall furnish and replace all vehicle LED indications as needed for signals and warning flashers. CITY currently has a large storage of Dialight LED vehicle indications for the COMPANY to utilize on an as needed basis. All LED vehicle indications shall be certified by the Caltrans testing • laboratory. The CITY will accept Dialight or Gelcore brand LED vehicle indications (or CITY 12 approved equal). The COMPANY shall honor all existing low or nonfunctional LED for warranty • replacement. Any lens obstructed by dirt or debris shall be cleaned immediately. Fluorescent ISNS lamps shall be F72T2 Cool White Fluorescent lamps meeting the requirements of ANSI STD. C78. All Inductive Lamps shall be replaced according to manufacture specifications. The ISNS panels shall be wiped clean of dirt and debris when the lamps are replaced. Safety lighting shall only be repaired as approved by the CITY. F. LOOP DETECTOR REPLACEMENT COMPANY shall clean and fill deteriorated loop detector saw cuts with epoxy as necessary. Once it is determined by the CITY and the COMPANY that the saw cut or DLC has deteriorated to a point that applying more epoxy is insufficient, the detector shall be replaced at the price stated in Exhibit B. Traffic signal loop detectors shall be installed per Caltrans Standard Plans ES -5A and ES -513 and shall be Type E spaced ten feet apart, and shall extend one foot into the crosswalk. The exact location of the loop detector shall be approved by the CITY. The loop wire shall be Type 2 and the loop detector • lead -in cable shall be Type B. All loop sealant shall be Hot -Melt Rubberized Asphalt Sealant. G. PEDESTRIAN SIGNALS COMPANY shall replace all Walkman/Hand pedestrian signal modules as they become inoperative with Type A LED module with a plastic housing and stainless steel hardware with bronze terminal compartments. The LED Count -down pedestrian indications shall be replaced in kind. If replacement is necessary, the CITY shall compensate COMPANY pursuant to the unit price as specified in Exhibit B. Wa1k/Don't Walk pedestrian signal lamps as they become inoperative shall be updated to Type A LED module (Walkman/Hand) or approved equal. The pedestrian signal installation shall be replaced at the price stated in Exhibit B. • 13 e • 0 REFINISHING OF SIGNAL EQUIPMENT As directed by the CITY, traffic signal equipment shall be repainted on an as needed basis, in conformance with State standards. Utility cabinets shall be painted with a white vinyl finish coat and pre - treatment vinyl wash primer. SECTION IV: ADDITIONAL WORK A. REQUEST FOR ADDITIONAL WORK City may from time to time request that COMPANY provide additional work and services not related to the Routine or Extraordinary Maintenance detailed in this Scope of Work. Such work must be authorized in advance by the CITY, and shall be provided by COMPANY on a time and materials basis pursuant to the billing and material rates set forth in Exhibit B. • B. COMPENSATION FOR ADDITIONAL WORK Within thirty (30) days of completion of the work, COMPANY shall submit an itemized invoice for the Additional Work that shall include the following: 1. A list of all materials used in performance of the work, including the pre- and post mark- up costs. I A list of all personnel who performed the work, including their position or title, their billing rate, and the hours of labor performed. 3. A list of all equipment used for the work, including hours of usage. CITY shall compensate COMPANY for the additional work within 30 days of receipt and approval of the invoice by City staff. F:Us \ECAT\Shawd\Dom BigASipml Mainkt ApumatZwpe ofWoikdoe • 14 1. z. • .e e y jAj'01 � 9 ' CONTRACT UNIT PRICE SCHEDULE • TRAFFIC SIGNAL MAINTENANCE ITEMS Routine Maintenance (see Section II): a. Each signalized intersection for monthly tasks $ 614.1 Lump Sum b. Each signalized intersection for three month tasks $ G71 ° —o Lump Sum C. Each signalized intersection for six month tasks $ 01 • c� Lump Sum d. Each signalized intersection for twelve month tasks i. Each Battery Back =up System Test (per intersection) $—I!. � Lump Sum ii. Each Conflict Monitor Test (per intersection) $ 50. 0 Lump Sum iii. Video Detection Camera Cleaning (perintersection) $ —&L!!- Lump Sum iv. EVP Optical Detector Lens Cleaning (per intersection) $ . si �—� Lump Sum v. CCTV Camera Cleaning (per intersection) $ y� °p Lump Sum Extraordinary Maintenance (see Section III): • a. Replacement of safety lights (per unit) Lump Sum b. Replacement of internally illuminated 0 street name sign lamps (per unit) $ %S Lump Sum C. Replacement of vehicle indication 12" Green Ball/Arrow ee o6 $ /70 _ $ 135- —Per Unit 12" Yellow BaIVAnow $ /Zo S &�Prxurit 12" Red BalllArrow $ C/o � S %$. 'r, Per Unit 8" Green Ball $ X?0. Per Unit 8" Yellow Ball $ 0.5- Per Unit 8" Red Ball $ 9S. =' Per Unit Programmable Visibility Indication $ &12!'PerUnit d. Replacement of standard Type "E" detector loops, including saw out load-in cable splicing and epoxy emulsion (4 or Less) $ 375. 'Per Unit (more than 4) $ 37-5. Per Unit • Page 14 of 16 ' CONTRACT UNIT PRICE SCHEDULE • TRAFFIC SIGNAL MAINTENANCE ITEMS e. Replacement of Walk/Don't Walk pedestrian signal I'I to Type A LED module $ IFo Per Unit f Replacement of Walkman/Hand pedestrian signal 1 to Type A LED module $ IF4 Per Unit g. Replacement of Count -down Walkman/Hand pedestrian ' signal to Count -down LED module $.3.V3' Per Unit h. Replacement of Pedestrian and Bicycle push buttons with ADA approved buttons and signs $ 9r� Per Unit i. Refinishing of pedestrian heads and signal heads, including frameworks per signalized intersection, excluding controller and ' electric service cabinets. Pedestrian Head Per Unit • Signal Head $ .4-r Per Unit j. Refinishing of traffic signal controller Icabinet or utility cabinet Signal Controller Cabinet $ 0 D Per Unit Utility Cabinet $ a D Per Unit k Material and Parts: Supplier's invoices amount plus /S� % markup. 1. Labor: Regular Time Overtime Per Hour Per Hour Registered Civil Engineer $ AM Engineering Technician $ %;r Traffic Signal Maintenance Superintendent $ Transportation Systems Technician $�(� $ Transportation System Electrician $ 4i� • Traffic Signal Laborer $ 449 $ 6D CONTRACT UNIT PRICE SCHEDULE TRAFFIC SIGNAL MAINTENANCE ITEMS M. Equipment: Rate Per Hour Pick -Up Truck $� Service Truck $ Service Boom Truck $ Water Truck $ S Concrete Saw and Truck $� Air Compressor with Tools $� Crane 1':1UswiWBVrSha M7RAH[Mignal Mai=wn=Aglll=,f$cepcofW,,k 2. &07 -BS.dw • • • � -ssr7 • • CITY OF NEWPORT BEACH CITY COUNCIL STAFF REPORT • rob -mod � . i ' I. II !'.P � l' Agenda Item No. it April 10, 2007 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Public Works Department Lloyd Dalton, PE 949 - 6443328 or Idalton @city.newport - beach.ca.us SUBJECT: NEWPORT COAST COMMUNITY CENTER — AMENDMENT NO. 3 TO PROFESSIONAL SERVICES AGREEMENT WITH PACIFIC SOILS ENGINEERING, INC. RECOMMENDATIONS: Approve Amendment No. 3 to Professional Services Agreement with Pacific Soils Engineering, Inc. for a not to exceed amount of $5,156 and authorize the Mayor and City Clerk to execute the Amendment. • DISCUSSION: On November 12, 2002, the City Council approved a Professional Services Agreement with Pacific Soils Engineering, Inc. (Pacific Soils) for $47,500 to provide geotechnical design services for Newport Coast Community Center. On November 4, 2004, Amendment No. 1 added $10,000 to the Agreement to provide for additional design work. Geotechnical design services were completed by Pacific Soils for a total cost of $35,958.38. The encumbrances were closed and the remaining contract amounts were returned to the fund balance. On April 25, 2006, the City Council approved a contract and funding to construct Newport Coast Community Center. Geotechnical services were required during the precise grading and on -site construction phases of construction. On July 11, 2006, the City Council approved Amendment No. 2 adding $35,500 to the agreement with Pacific Soils to provide such services. On March 9, 2007, Pacific Soils submitted a request to amend its scope of construction services and fees in an amount not to exceed $5,156 in order to complete geotechnical services at the site (copy attached). Pacific Soils' additional scope of services is detailed on Page 2 of their request, titled 'EXPLANATION OF CHANGE ORDER REQUEST #1 TO AMENDMENT No. 2'. Since the increase, coupled with Amendment, No. 1 and No. 2, is more than 25 percent of the original contract amount, City Council approval is required per Council Policy F -14. Staff concurs that the fee of $5,156 is • appropriate for Pacific Soils' additional tasks, and recommends that City Council approve the amendment. NEWPORT COAST COMMUNITY COER - AMENDMENT NO. 3 TO PROFESSIONAL SINICES AGREEMENT WITH PACIFIC SOILS ENGINEERING. INC. April 10, 2007 Page 2 FUNDING AVAILABILITY: Sufficient funds remain in the following account to reimburse Pacific Soils for their additional services under proposed Amendment No. 3: Account Description Newport Coast Community Center Prepared l 11 . P! L�� 1111111 • . ;E Engineer - Account Number 7298- C5100705 Total: Attachment: Letter from Pacific Soils dated March 9, 2007 Draft Amendment No. 3 Submitted Amount 5156 $5156 m G. Badum Works Director L J • • AMENDMENT NO. 3 • TO PROFESSIONAL SERVICES AGREEMENT WITH PACIFIC SOILS ENGINEERING, INC. FOR NEWPORT COAST COMMUNITY CENTER THIS AMENDMENT NO. 3 TO PROFESSIONAL SERVICES AGREEMENT, entered into this _ day of , 2007, by and between the CITY OF NEWPORT BEACH, a municipal corporation, (hereinafter referred to as "City") and PACIFIC SOILS ENGINEERING, INC., a California corporation, whose address is 3002 Dow Avenue, Suite 514, Tustin, California 92780 (hereinafter referred to as "Consultant "), is made with reference to the following: RECITALS A. On November 12, 2002, City and Consultant entered into a Professional Services Agreement, hereinafter referred to as "Agreement", for geotechnical design services for the Newport Coast Community Center, hereinafter referred to as "Project ". B. On November 4, 2004, City entered into Amendment No. 1 to reflect • additional geotechnical design services not contemplated in Agreement and to extend the term of Agreement to December 31, 2005. C. On July 11, 2006, City entered into Amendment No. 2 to retain and compensate Consultant for construction phase geotechnical services not contemplated in Agreement and to extend the term of Agreement to December 31, 2007. D. City now desires to retain and compensate Consultant for additional construction phase geotechnical services not contemplated in Agreement and Amendment 2. E. City and Consultant mutually desire to amend Agreement, hereinafter referred to as Amendment No. 3, as provided below: NOW, THEREFORE, the parties hereto agree as follows: 1. Consultant shall be compensated for professional services performed . pursuant to this Amendment NoA in accordance with "Exhibit A" dated March 9, 2007, and attached hereto. 2. Total additional compensation to Consultant for services performed • pursuant to this-Amendment No. 3 for all work performed in accordance with this Amendment. No. 3, including all reimburseabie items and 0 - - subconsultant fees, shall not exceed Five Thousand One Hundred Fifty Six Dollars ($5,156). 3. Except as expressly modified herein, all other provisions, terms, and covenants set forth in Agreement shall remain unchanged and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 3 on the date first above written. APPROVED AS TO FORM: Assistant City Attorney for the City of Newport Beach ATTEST: By: City Clerk Attachment: Exhibit A CITY OF NEWPORT BEACH, A Municipal Corporation By: Mayor for the City of Newport Beach PACIFIC SOILS ENGINEERING, INC. By:_ By:_ Title: (Financial Officer) Print Name: • • E • • PACIFIC SOILS ENGINEERING, INC. 3002 DOW AVENUE, SUITE 514, TUSTIN. CALIFORNIA 92780 TELEPHONE: (714) 730 -2122, FAX: (714) 7305191 CITY OF NEWPORT BEACH 3300 Newport Blvd. P.O. Box 1768 Newport Beach, California 92658 -8915 ftCEIVED MAR 1 9 2007 Public Works Department City of Newport Beach March 9, 2007 Work Order 500601 -G Attention: Mr. Lloyd Dalton Subject: EXPLANATION OF CHANGE ORDER REQUEST 91 TO AMENDMENT NO.2 Professional Services Agreement with Pacific Soils Engineering, Inc. For Newport Coast Community Center 6401 San Joaquin Hills Road City of Newport Beach, California References: 101. Cost Estimate for Geotechnical Services During Precise Grading and On -Site Construction, Newport Coast Community Center, City of Newport Beach, California; by Pacific Soils Engineering, Inc., dated May 31, 2006 (W.O. 500601 -G). 2. Change Order Request #I to Amendment No. 2 to Professional Services Agreement with Pacific Soils Engineering; Inc. For Newport Coast Community Center, 6401 San Joaquin Hills Road, City of Newport Beach, California; by Pacific Soils Engineering, Inc., dated January 18, 2007. Gentlemen: Per your request, the following provides an explanation for the amount of the referenced Change Order Request totaling $5,200.00. Please note that the original cost estimate (Reference 1), which accompanied the services agreement, presents estimated fees based on assumed hours to complete the tasks however the billing is done on a time and materials basis. Following is a summary of the hours and fees for services that are in excess of the original estimate. The summarized fees were rounded to the nearest hundred dollars for the purposes of the Reference 2 Change Order. (514a 783 -7843 PORATE HEAOOUARTE p14)1 F LOS ANGELES COUNTY RIVERSIDE COUNTY TEL: (310) 325 -7272 W (323) 775 -6771 TEL- (951) 582 -0170 FAX: (714) 220 -9589 FAX: (951) 582 -0176 SAN DIEGO COUNT/ TEL: (858) 560 -1713 FAX: (858) 560 -0380 0 Work Order 500601 -G March 9, 2007 Page 2 Charges Outside Scope of Original Agreement (See the Reference 1 Cost Estimate in Appendix A). Sewer tie -in on Newport Coast Drive Additional hours for geologist due to hard rock Meetings (Geotechnical Engineer) Meetings (Engineering Geologist) 26.5 hrs. x$92.00 * /hr. $2438.00 10.0 hrs. x $123.00 * * /hr. $1230.00 3.0 hrs. x $148.00 * * /hr. $ 444.00 4.0 hrs. x $123.00 * * /hr. $ 492.00 (Anticipated hours in excess of the Reference 1 estimate to complete post grading observation and testing 6.0 hrs. x $92.00 * /hr. $ 552.00 TOTAL $5156.00 * includes hourly wage plus charges for field vehicle and nuclear test gauge ** includes hourly wage plus charges for field vehicle Should you have any questions; please do not hesitate to contact this firm at (714) 730 -2122. Respectfiilly submitted, PACIFIC SOILS ENGINEERING, INC. By:' PWAO_� G A RIZZI- S /CEG 1987 Reg. Exp.: 12 -31 -07 Certified Engineering Geol Distribution: (1) Addressee (1) Ms. Kim Harvey via fax Reviewed by: aLl R NALD A. REED/RGE 2524 RCE 5358t/Reg. Exp.: 6 -30 -07 Manager of Geotechnical Services CED:S W:RAR:rb:500601 -O, March 9, 2007 (Explanation of Change Order No. I ) Attachments: Appendix A— W.0. 500601G Cost Estimate dated May 31, 2006 C� • • 0 r1 U • • • APPENDIX A COPY OF THE REFERENCE 1 COST ESTIMATE PREPARED BY PACIFIC SOILS ENGINEERING INC. DATED MAY 31, 2006 PACIFIC SOILS ENGINEERING, INC. 0 EXHIBIT A PACIFIC SOILS ENGINEERING, INC. • 3002 DOW AVENUE. SUITE 514. TUSTIN. CALIFORNIA 927DO TELEPHONE: (714) 730 -2122, FAX: (7141 730.5191 CITY OF NEWPORT BEACH May 31, 2006 3300 Newport Blvd. Proposal No. 06 -5 -019 P.O. Box 1768 Work Order 500601 -G Newport Beach, California 92658 -8915 Attention: Mr. Lloyd Dalton Subject: COST ESTIMATE FOR GEOTECHNICAL SERVICES During Precise Grading and On -Site Constructi Newport Coast Community Center c City of Newport Beach, California pJA Q 5 Zaa6 s gePattt�Bh References: See Appendix 0 Wirt gear Gentlemen: Pacific Soils Engineering, Inc. (PSE) is pleased to present this cost estimate to provide • geotechnical consulting services in support of development of the subject site. The scope of this proposal is based on a review of the referenced reports; discussions with representatives of the City of Newport Beach; presumed schedules and phasing; and this firm's experience with similar projects. The following is a description of tasks that are considered a part of the scope of work to be conducted by PSE during site development. ITEM -1: Precise Grading The geotechnical consulting and testing services to be provided during precise grading of the subject site will consist of the following: full -time observation and testing during precise grading operations; laboratory testing of representative soil samples; preparation and submittal of one (1) precise grading report documenting PSE's observations and laboratory test results collected during precise grading as well as presenting final geotechnical design pararneters and recommendations. PSE's engineer will attend weekly project meetings prior to construction and during grading as requested. Based on an assumed time of 15 working days to complete precise grading, the total • estimated cost is $22,500.00 for the above scope of work. CORPORATE HEADQUARTERS LOS ANGELES COUNTY RIVERSIDE COUNTY SAN DIEGO COUNTY TEL; 914) 220 -0770 TEL' (3101325 -7272 at (323) 775.6771 TEL 195) 562 -0170 TEL (668) 569 -1713 FAX; (714) 220 -9580 FAX: 914) 220 -9589 FAX (951) 582 -0176 FAX: (658) 560.0380 0 Proposal No.. 0675-019 • May 31, 2006 ITEM -2: On -Site Construction 0 Page 2 The geotechnical observation and testing services to be provided during on -site construction operations will encompass the following: building and retaining wall footing excavations; building slab presaturation verification; utility lateral trench backfill (storm drain, sewer, water, joint utility area drains); curb and gutter and parking area subgrade compaction; base material compaction; asphalt laydown operations; and exterior flatwork subgrade compaction and presaturation. Observation and testing services during on -site construction will be on a part-time basis. These services will be provided on an as- needed, on -call basis as requested by the project superintendent. A final soils report documenting the on -site construction activities will be prepared. It is assumed that only one (1) fmal soil engineering report encompassing the entire project will be necessary. Laboratory testing and associated office support will be provided during on -site construction. Based on an assumed time of 90 hours of part-time soils technician time during on -site construction, the total estimated cost is $13,000.00 for the above scope of • work: This proposal assumes that the project is characterized as "Public Works by the State Department of Industrial Relations anal, therefore, wouldfall under the current interpretation of the California prevailing wage law. Therefore, the project is subject to a higher pay rate for soils technicians to comply with State law anc4 therefore, a higher billing rate. The hourly rates for soils technicians used in preparation of this cost estimate have incorporated the higher billing rate associated with "Public Works" projects and prevailing wage law. During site development and on -site construction operations, eight -hour days and five -day workweeks have been incorporated into this cost estimate. Should the contractor elect to work in excess of eight hours it day or should they work Saturdays, Sundays or Holidays, an overtime factor 1 -1/< times the hourly rate will be applied. SUMMARY ITEM -1: Precise Grading S 22,500.00 ITEM -2: On -Site Construction S 13,000.00 • GRAND TOTAL S 35,500.00 PACIFIC SOILS ENGINEERING, INC. 0 0 Proposal . No. 06 -5 -019 May 31, 2006 Page 3 The above costs are based upon assumed times to complete the various tasks. It is also assumed that meetings with your staff and/or consultants will be required. However, due to the unknown nature of the number or frequency of meetings, additional conference time will be billed in accordance with the attached FEE SCHEDULE. Fees will be billed on a time and materials basis, utilizing the attached FEE SCHEDULE, but will not exceed the estimated amount unless the scope of the project changes or without your prior authorization. Pacific Soils Engineering, Inc, appreciates the opportunity to present this proposal. Should you have any questions, please contact the undersigned at our Tustin Office. Respectfully submitted, PACIFIC SOILS EN INEERING, INC. STEVEN L. JE SUP Civil Engineering Associate Reviewed by: (2 eAW RONALD A. REED Manager of Geotechnical Services Distribution" (I) Addresses SIJRARs606 -5 -019, May 31, 2006, (Newport Coast Community Center City orNewpon Beech) Attachment Fee Schcdule AUTHORIZED BY: Title Date onrtetr ann c Cw12tNGG�tNr �Mn • r1 LJ • 0 Proposal No. 06 -5 -019 • May 31, 2006 APPENDIX References Page 4 Department of the Army, U.S. Army Corps of Engineers, Engineer Manual No. 1110 -1 -1904, dated September 30, 1990, John A. Sayers and Associates, 1993, Rough Grading Geotechnical Report, Newport Ridge, Lots "M ", "Q ", and 8 Portions of Lot 10 and Newport Ridge Drive East from Station 46 +60 to 65+00, and Including Crib Wall Number 2 and Gas Mitigation Trench Construction, Tract 14509, Orange County, California, For Coastal Community Builders, W.O. 340 -2 -69, dated September 10, 1993, NMG Geotechnical, Inc., 1995, Geotechnical Report of Observation and Testing of Precise Grading for a Portion of Newport Ridge Community Park, Including Entry Plaza, Tennis Courts, Basketball Courtsi Play Fields and Park Areas, Newport Coast, County of Orange, California, Project Number 94075 -1, dated May 19, 1995. Pacific Soils Engineering, Inc., 2003a, Geotechnical Investigation, Proposed Newport Coast Community Center, Northwest Corner of Newport Coast Drive and San Joaquin Hills Road, • City of Newport Beach, California, W.O. 500601, dated March 7, 2003. Pacific Soils Engineering, Inc., 2003b, Geotechnical Investigation, Proposed Newport Coast Community Center, Northwest Corner of Newport Coast Drive and San Joaquin Hills Road, City of Newport Beach, California, W.O. 500601, dated March 7, 2003, Revised March 24, 2003. Pacific Soils Engineering, Inc., 2004, Supplemental Geotechnical Investigation and Grading Plan Review, Proposed Newport Coast Community Center, Northwest Corner of Newport Coast Drive and San Joaquin Hills Road, City of Newport Beach, California, W.O. 500601A, dated December 22, 2004. Pacific Soils Engineering, Inc., 2005a, Response to the City of Newport Beach Geotechnical Report Review Checklist Dated July 26, 2005, Newport Coast Community Center, City of Newport Beach, California, W.O. 500601 -A, dated November 17, 2005. Pacific Soils Engineering, Inc, 2005b, Response to the City of Newport Beach Review of Geotechnical Response, Dated November 29, 2005, Newport Coast Community Center, City of Newport Beach, California, W.O. 500601 -A, dated January 27, 2006. • PACIFIC SOILS ENGINEERING, INC. 0 0 PACIFIC SDILS ENGINEERING, INC. 3OD2 DOW AVENUE, SUITE $14, TUSTIN. CALIFORNIA 927$0 TELEPHONE: (714) 730 -2122. FAX: 1714) 730.5191 FEE SCHEDULE FOR SERVICES RENDERED (EFFECTIVE MAY 29, 2005) Principals (consultations) $ 160.00/hr. Project Engineers and Geologists $ 140.00/hr. Civil Engineers & Engineering Geologists (registered) $ 115.00/hr. Civil Engineering & Engineering Geology Associates $ 88.00/lu. Civil Engineering & Engineering Geology Assistants $ 78.00/hr. Senior Soils Technicians $ 72.00/hr. Senior Soils Technicians (Prevailing Wage Project) $ 84.00/ta. Soils Technicians $ 64:00/hr. Soils Technicians (Prevailing Wage Project) $ 78.00/hr. Laboratory Technicians $ 64.00/lu. Associate Soils Technicians $ 60.00/hr. Technical Illustrator $ 60.00/hr. CAD Illustrator $ 78.00/hr.. . Expert Witness (Research) $ 200.00/hr. Expert Witness (Testimony) $ 300.00/hr. LABORATORY 1) Lab., Max. Density $ 128.00 13) Atterberg Limits $ 128.00 2) Direct Shear $ 128.00 Atterberg Limits with 3) Swell Test- $ 32.00 Shrinkage Limits $ 192.00 4) Hydrometer $ 48.00 14) Permeability Quote 5) Sieve $ 64.00 15) "W'-Value $ 416.00 6) Full Gradation $ 128.00 16) Moisture & Density $ 16.00 7) Sand Equivalent $ 64.00 Moisture Only $ 16.00 8) Consolidation $ 128.00 Density Only (rock or 9) Unconfined Compression chunk samples) $ 64.00 (Soil) $ 64.00 17) Concrete Testing ** (Rock) $ 128.00 18) Ring Pressed for 10) Triaxial Shear — Time Only Moisture & Density $ 16.00 11) C.B.R. $ 288.00* 19) A.S.C.E. Swell Index $ 96.00 12) Specific Gravity $ 64.00 20) Durability Index $ 192.00 THE FOLLOWING CHARGES WILL APPLY IN ADDITION TO THE ABOVE: (a) Equipment Rental (b) Blueprints/Reproduction/Reports (c) Per Diem and Travel Expenses on Out -of -Town Jobs (d) Field Vehicles ($7.00 per hour) (e) Nuclear Gauge Equipment (when used) — ($6.00 per hour) * includes 5 -layer laboratory maximum density ** per contract agreement - fee schedule g5 -05) CORPORATE HEADOUA ERS LOS ANGELES COUNTY RIVERSIDE COUNTY SAN DIEGO COUNTY TEL- (7141220-0770 TEL (310) 325 -7272 m (323) 775 -6771 TEL (251) 582 -0170 TEL (866) 560 -1713 FAX: (714) 220-9589 FAX: (714) 220-9589 FAX: (951) 582-0176 FAX'(856)560 -0380 • 1, J u