The URL can be used to link to this page

16-0517_AEGIS ITS_F14_Agenda Report5/17/2016 I gi-EA-1 qlk ;V 15 City of San Juan Capistrano Agenda Report TO: Honorable Mayor and Members of the City Council FROM:Siegel, City Manager SUBMITTED BY: Steve May, Public Works and Utilities Director,./ f Ken AI -Imam, Interim Director of Finance -,a PREPARED BY: George Alvarez, City Engineer/ Traffic Engineers` DATE: May 17, 2016 SUBJECT: Consideration of an Amendment to the Agreement for Maintenance of City -Owned Traffic Signals, Safety Lights, Lighted Crosswalks and Battery Back-up Systems (Aegis ITS) RECOMMENDATION.- By ECOMMENDATION: By motion, approve an Amendment to the Personal Services Agreement with Aegis ITS ("Agreement") to provide maintenance of City -owned traffic signals, safety lights and lighted crosswalk by: 1. Modifying Section 2 "Term of the Agreement" to expire June 30, 2018; and, 2. Maintaining the compensation at the same level as the existing Agreement; and, 3. Modifying Section 13 "Indemnity" and Section 14 "Insurance" to bring both up to current City standards; and, 4. Authorize the City Manager to execute the Amendment. City Council Agenda Report May 17, 2016 Paae 2 of 3 EXECUTIVE SUMMARY: The City currently has an agreement with Aegis ITS for the maintenance of City owned traffic signals, safety lights, lighted crosswalks, and battery back-up systems. Staff has negotiated a contract extension to the existing agreement with Aegis ITS for two additional one year extensions. The current term of the Agreement is five years, one year initial term with four one year extensions. The current contract will expire on June 30, 2016. Aegis ITS has agreed to add two additional one year extensions at the same compensation levels. The Amendment to the Agreement will also reflect increased insurance requirements and up to date compliance language. Staff is requesting approval of the Amendment to the Agreement and authorization for the City Manager to execute the Agreement. The additional term will save on the cost of re -bidding and the potential of a cost increase. DISCUSSION/ANALYSIS: Maintaining City -owned traffic signals and related equipment is an essential function for public safety and to maintain efficient traffic movement. The City currently has 39 signalized intersections with a new traffic signal to be constructed at Rancho Viejo Road and Paseo Espada. The work of maintaining the traffic signals and related equipment is contracted to Aegis ITS, which is a company specialized in providing 24-hour continuous and safe traffic signal maintenance operations to the City. FISCAL IMPACT: Funding to support the maintenance of City -owned traffic signals and related equipment is provided for in the proposed Fiscal Year 2016-17 and 2017-18 budget. The annual budget amount for traffic signal maintenance for each fiscal year is $53,900. ENVIRONMENTAL IMPACT: Not applicable. PRIOR CITY COUNCIL REVIEW: • On June 21, 2011, the City Council approved the Agreement for "Maintenance of City -Owned Traffic Signals, Safety Lights, Lighted Sidewalks and Battery Back- up Systems" with Aegis ITS (formerly Team Econolite). COMMISSION/BOARD REVIEW AND RECOMMENDATIONS: This item is not subject to Commission review. City Council Agenda Report May 17, 2016 Paqe 3 of 3 NOTIFICATION: Aegis ITS ATTACHMENTS: Attachment 1 — Current Agreement, dated June 21, 2011 Attachment 2 — Amended Agreement Assignment of Contract For value received, ECONOLITE TRAFFIC ENGINEERING & MAINTENANCE, INC.,: a California corporation ("Assignor"), hereby assigns all of Assignor's right, title, and interest in and to the contract entered into ori June 21,_,2011,, by and between Assignor and The City of San Juan Capistrano (Contract), to AEGIS ITS, INC, a California corporation ("Assignee"), The subject m6tter of the Contract is traffic signal maintenance services; A copy of the { xeputed Contract is attached to this Assignment.. By this Assignment, Ass.`rgnor delegates to Assignee all of Assignor's d�iti.es and obligations of performance of the Contract. By accepting this Assignments Assignee- agrees to: assuma and perform all duties and obligations that Assignor. has Under the Contract, as if Assignee had been an original party to the Contract. ThisAss'ignrnent snail be binding on and shall inure to 'the benefit of the respective heirs, devisees, [ego -tees, executors, administrators, trul tees., successors, and assigns of the parties to this Assignment. This Assignment shall be governed by and construed in accordance with California law. 7 Executed � 6 r«) i , 2011 at Anaheim, California. ASSIGNOR;, ECON:OLITE TRAFFIC ENGINEERING & MAINTENANCE, INC. Rodney e is, President ASSIGNEE: AEGIS ITS, INC. ATTACHMENT 1 By, -.- -- - _ L\+ baugias Terry, E;; h -apera ` 9 Officer Consent to Assignment The City of San Juan Capistrano hereby consents to the Assignment 'to AEGIS ITS, INC., a California Corporation, of the contract between The City of San Juan Capistrano and ECONOLITE TRAFFIC ENGINEERING & MAINTENANCE, INC. The City of San Juan Capistrano further agrees to hold Assignor harmless for any breach of the contract subsequent to the execution of this Assignment and shall look solely to Assignee for performance under the contract. I=cecuteci" fcfatei at (CitY , Statel. �eam October- :44;, 2-0.11 Attn: Allem Oswald City of San Juan Capistrano San Juan Capistrano, CA 92675 11 An FCOnollta Group COMPany Re: Econolite Traffic. Engineering and Maintenance - Aegis; ITS Mer# o -r Dear Mr. Oswald, As ot.lr previous letter ekplaizied, Ecdnolite Traffic Engineeriag & Maintenance (TE,AM Econolite) will be izierging into:ourparent.'corn any,.Aegi�s:ITS, beginning January., 2012. Pursu;arit to Section 5 of the centrarct; enclosed please tine one copy of the executed Assignment of CoiiCracualopg with a Go:nsent't ereto. Please ensure that the Consent is exec:ipted by an authorized si utort� tom' 1e if addrerzsed envelope provided. Any questions or concerns of a legal nature rhay be directed to our Associate Counsel, Karen I.,, I-leffel, at 626-4.49-1196. Respectfidly, l conolite Traffic Engineering and Maintenance, Inc. Rodney Mathis, President. EncloSUres E NOV 4 20 L. s CI," Of SAN JUAN CAPISTRANO j ENGINEERING DIVISION I 33611 E. La Palma Ave- 0 Anaheim, CA 52806-2856 Officrv, 714-666-2295 0 Fax: 714-666-1'123 G www-teaimeconalite.com Lic No. 807718. C-10 Proposal for Annual Maintenance Services For Citywide Traffic Signals Fiscal Year 2011-2012 through Fiscal Year 2015-2016 City otSan Juan C:avistrano ITEM NO. Section 1, CONTRACT ITEM DESCRIPTION A Routine Preventative Maintenance tterns Routine Preventative Maintenance ofTrafic nal S stern r Intersection per Month ESTIMATED QUANTITY 37 UNIT TYPE Ea. UNIT PRICE $50.5fl TOTAL ' PRICE $1,868.50SI 2. Routine Preventative Maintenance Battery 2 Ea. $20.013 $40.00 B.a,ck-up System per Month $84,00 3. Routine Preventative Maintenance of Pole 2 Ea. $42,00 Mounted Flashing Beacon per IntersecUan Month 4. Routine Preventative Maintenance of Mast 2 Ea. $23.00 48,00 Arm Mounted Flashing Beacon Per Intersection ver Month 5. Routine Preventative Maintenance of Lightest 2 Ea. $33,00 $66,00 Crosswalk System per Intersection Per Month Al Routine Preventative Maintenance Per Month $2,104.50 Total Item Nos. 1 through 5 A Annual Routine & Preventative Maintenance $25,254.00 Multlalv Al bv 12 to convert to annual cost ---� What). scheduled or found on the Preventative Maintenance Check during straight time. * When 4 or more at a single location, in aspha]t IN, PROPOSAL, TO THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA FOR Annual Maintenance Services for Citywide Traffic Signals Fiscal Year 2011 - 2012 through Fiscal Year 2015 - 2016 Name of Contractor: Feopolite Traffic Engirteerin�& M� I,_tenance, Business Address: 3360 East La Palma Ave. Anaheim CA 92806 Telephone Number: (714) 666-2295 The work to be done and referred to herein is in the City of San Juan Capistrano and is to be constructed in accordance with the specifications and contract annexed hereto and also in accordance with the latest edition of the "Standard Specifications for Public Works Construction" and "Standard Plans and Specifications for the State of California, Department of Transportation". The work to be done is shown upon specifications entitled: Annual Maintenance Services for Citywide Traffic Signals Fiscal Year 2011 - 2012 through Fiscal Year :.2(/15-2016 Said specifications are on file in the office of the City Engineer, San Juan Capistrano, California. A hi�lz level of service is expected for complete traffic signals maintenance services as per contract. TO THE CITY OF SAN JUAN CAPISTRANO The undersigned, as Contractor, declares that the only persons or parties interested in the proposal as principals are those named herein; that this proposal is made without collusion with any other person, firm or corporation; that he/she has carefully examined the location of the proposed work, the annexed proposed form of the contract, and the plans therein referred to; and he/she proposes and agrees if this proposal is accepted, that he/she will contract with the City of San Juan Capistrano, in the form of the copy of the contract annexed hereto, to provide all necessary machinery, tools, apparatus and other means of construction/maintenance, and to do al work and furnish all materials specified in the contract, in the manner and time prescribed, and according to the requirements of the Engineer as therein set forth, and that he/she will take full payment therefore at the following unit prices, to -wit: performed under this Agreement. Should Contractor discover any latent or unknown conditions materially differing from those inherent in the work or as represented by City, it shall immediately inform the City of this and shall not proceed with further work under this Agreement until written instructions are received'from the City. Section 8. Time of Essence. Time is of the essence in the performance of this Agreement. Section 9. Compliance with Law; E -Verify. 9.1. Compliance with Law. Contractor shall comply with all applicable laws, ordinances, codes and regulations of federal, state and local government. 9.2, E -Verify, If Contractor is not already enrolled in the U.S. Department of Homeland Security's E -Verify program, Contractor shall enroll in the E -Verify program within fifteen days of the effective date of this Agreement to verify the employment authorization of new employees assigned to perform work hereunder. Contractor shall verify employment authorization within three days of hiring a new employee to perform work under this Agreement. Information pertaining to the E -Verify program can be found at http://www.uscis.,g , or access the registration page at htt s://e-ver .uscis, ov/enroll/. Contractor shall certify its registration with E -Verify and provide its registration number within sixteen days of the effective date of this Agreement. Failure to provide certification will result in withholding payment until full compliance is demonstrated. Section 10. Conflicts of Interest. Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this Agreement. No person having such interest shall be employed by or associated with Contractor. Section 11. jRESERVED1. Section 12. jRESERVEDI. Section 13. Indemnity. The Contractor shall indemnify and save harmless the City of San Juan Capistrano and all officers and employees thereof from all claims, suits, or actions of every name, kind 3 and description, brought for, or on account of, injuries to or death of any person including, but not limited to, workers and the public, or damage to property resulting from the construction of the work by or in consequence of any negligent act or omission of Contractor or his/her agents or a subcontractor or his/her agents regarding the work, use of improper materials or equipment in construction of the work, neglect or refusal of Contractor to faithfully perform the work and all of Contractor's obligations under the contract during the progress of the work or at any time before its completion and final acceptance, which might arise in connection with the agreed upon work or is caused by or happening in connection with the progress of said work, except to the extent such claims are caused by or on account of any willful misconduct, passive or active negligent act or omission by the City of San Juan Capistrano, its officers, employees and agents_ The defense and indemnification by Contractor shall include all costs and expenditures including reasonable attorney's fees incurred by the City of San Juan Capistrano or its employees, officers or agents with respect to such claim or suit and Contractor will, if requested by City of San Juan Capistrano, defend any litigation arising out of such claims at the sole cost and expense of Contractor. In addition to any remedy authorized by law, so much of the money due the Contractor under and by virtue of the contract as reasonably shall be considered necessary in the sole discretion of the City of San Juan Capistrano may be retained by the City until disposition has been made of such claims for damages as aforesaid. This hold harmless agreement shall apply to all 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 Contractor. Section 14. Insurance. On or before beginning any of the services or work called for by any term of this Agreement, Contractor, at its own cost and expense, shall carry, maintain for the duration of the agreement, and provide proof thereof that is acceptable to the City, the insurance specified below with insurers and under forms of insurance satisfactory in all respects to the City. Contractor shall not allow any subcontractor to commence work on any subcontract until all insurance required of the Contractor has also been obtained for the subcontractor. Insurance required herein shall be provided by Admitted Insurers in good standing with the State of California and having a minimum Best's Guide Rating of A- Class VII or better. 14.1 Comprehensive General Liability. Throughout the term of this Agreement, Contractor shall maintain in full force and effect Comprehensive General Liability coverage in an amount not less than one million dollars per occurrence ($1,000,000.00), combined single limit coverage for risks associated with the work contemplated by this agreement. If a Commercial General Liability Insurance form 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 4 agreement or the general aggregate limit shall be at least twice the required occurrence limit. 14.2 Comprehensive Automobile Liability. Throughout the term of this Agreement, Contractor shall maintain in full force and effect Comprehensive Automobile Liability coverage, including owned, hired and non - owned vehicles in an amount not less than one million dollars per occurrence ($1,000,000.00). 14.3 Worker's Compensation. If Contractor intends to employ employees to perform services under this Agreement, Contractor shall obtain and maintain, during the term of this Agreement, Worker's Compensation Employer's Liability Insurance in the statutory amount as required by state law. 14.4 Proof of Insurance Requirements/Endorsement. Prior to beginning any work under this Agreement, Contractor shall submit the insurance certificates, including the deductible or self -retention amount, and an additional insured endorsement naming City, its officers, employees, agents, and volunteers as additional insureds as respects each of the following: Liability arising out of activities performed by or on behalf of Contractor, including the insured's general supervision of Contractor; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or automobiles owned, leased, hired, or borrowed by Contractor. The coverage shall contain no special limitations on the scope of protection afforded City, its officers, employees, agents, or volunteers. 14.5 Notice of Cancellation/Termination of Insurance. The above policy/policies shall not terminate, nor shall they be cancelled, nor the coverages reduced, until after thirty (30) days' written notice is given to City, except that ten (10) days' notice shall be given if there is a cancellation due to failure to pay a premium. 14,6 Terms of Compensation. Contractor shall not receive any compensation until all insurance provisions have been satisfied. 14.7 Notice to Proceed. Contractor shall not proceed with any work under this Agreement until the City has issued a written "Notice to Proceed" verifying that Contractor has complied with all insurance requirements of this Agreement. 5 Section 15. Termination. City shall have the right to terminate this Agreement without cause by giving thirty (30) days' advance written notice of termination to Contractor. In addition, this Agreement may be terminated by any party for cause by providing ten (10) days' notice to the other party of a material breach of contract If the other party does not cure the breach of contract, then the agreement may be terminated subsequent to the ten (10) day cure period. Section 16. Notice. All notices shall be personally delivered or mailed to the below listed addresses, or to such other addresses as may be designated by written notice. These addresses shall be used for delivery of service of process: To City: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: Nasser Abbaszadeh, Public Works Director To Contractor: Econolite Traffic Engineering & Maintenance, Inc. 3360 East La Palma Avenue Anaheim, CA 92806 Attn. Rodney Mathis, President Section 17. Prevailing Wages. The CITY has been advised that the Prevailing Wages Law applies to the work. CONTRACTOR shall be responsible for CONTRACTOR's compliance in all respects with the prevailing wage rates to all the laborers involved, and with California Labor Code Section 1770 et seq., including the keeping of all records required by the provisions of Labor Code Section 1776 and the implementing administrative regulations. The CITY shall be a third party beneficiary of the forgoing covenant with rights to enforce the same as against the CONTRACTOR. Section 18. Dispute Resolution. In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"). R Section 19. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. [SIGNATURE PAGE FOLLOWS] 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF SAN JUAN CAPISTRANO Dave Adams, Interim City Manager CONTRACTOR APPROVED AS TO FORM: Gulllrl;, 1' , Lu Omar Sandoval, City Attorney 1 SECTION D GENERAL PROVISIONS STANDARD SPECIFICATIONS The Standard Specifications of the Agency are contained in the most recent edition of the Standard Specifications for Public Works Construction, including all supplements, as written and promulgated by the Joint Cooperative Committee of the Southern California District of the Associated General Contractors of California. Copies of these Standard Specifications are available from the publisher, Building News, Incorporated, 3055 Overland Avenue, Los Angeles, California 90034, telephone (31.0) 202-7775 or (888) BNl-BOOK (264-2665) or BNI located at 1612 S. Clementine Street, Anaheim, CA 92802 (714) 517-0970. The Standard Specifications set forth above will control the general provisions, for the contract except as amended by the special provisions, or other contract documents. All traffic signal work including materials and construction methods shall be performed in accordance with the most recent edition of the Standard Plans and the Standard Specifications for the State of California, Department of Transportation, the California Supplement to the Manual of Uniform Traffic Control Devices, and the most recent City of San Juan Capistrano Standard Plans. The section numbers of the following General Provisions coincide with those of the said Standard Specifications. Only those sections requiring amendment or elaboration, or specifying options, are called out. In the case of conflict between the Standard Specifications and these General Provisions, these General Provisions shall take precedence over, and be used in lieu of the conflicting portion. SECTION 1 - TERMS, DEFINITIONS, ABBREVIATIONS AND SYMBOLS 1-2 DEFINITIONS A. Agency/City - City of San Juan Capistrano Board - City Council Caltrans - California Department of Transportation County - County of Grange Resources & Development Management Department Engineer - City Engineer Federal - United States of America Laboratory The designated laboratory authorized by the City of San Juan Capistrano to test materials and work involved in the contract B. The use of the word "Contractor" shall be held to mean the Contractor and/or any person employed by him and working under this contract. C.. The use of the words "shall" and "may" shall be held to mean "mandatory" and "permissive" respectively. 35 D. The use of words "his" or "him" shall be construed to mean either gender, as appropriate. SECTION 2 - SCOPE AND CONTROL OF THE WORK 2-1 AWARD AND EXECUTION OF CONTRACT MINIMUM UALIF1CATIONS Consideration will be given to a responsible, responsive Contractor who complies with all the requirements prescribed herein, and who has accurately completed the Qualification Statement to the satisfaction of the City of San Juan Capistrano. IRREGULAR PROPOSALS Unauthorized conditions, limitations, or provisions attached to a proposal will render it irregular and may cause its rejection. The completed Proposal Forms shall be without intedineations, alterations, or erasures. Alternative proposals will not be considered unless specifically requested. No oral, telegraphic, or telephonic proposal, modification, or withdrawal will be considered. DISQUALIFICATION OF CONTRACTOR In the event that any Contractor acting as a prime Contractor has an interest in more than one proposal, all such proposals will be rejected, and the Contractor will be disqualified. This restriction does not apply to subcontractors or suppliers who may submit quotations to more than one Contractor, and while doing so, may also submit a formal proposal as a prime Contractor. LENGTH OF CONTRACT After June 30, 2012 this contract shall be renewable each year through June 30, 2016, based upon funding and performance. Each contract renewal is subject to approval by the Engineer and is contingent upon availability of funding and successful work by the Contractor as determined by the Engineer. All contract renewals must be approved in writing by the Engineer. UNIT PRICES Contracted unit prices are subject to annual review effective on July 1 of each year to reflect a not -to -exceed Consumer Price Index (CPI) change in cost. The first rate adjustment, if approved by the Engineer, will be effective July 1, 2012. The rates may be adjusted each year on July 1, at the sole discretion of the Engineer, and upon written request for an increase from Contractor one -hundred fifty (150) days prior to July 1 of each year, all based upon the percentage change in the CPI for All Urban Consumers for the Los Angeles -riverside -Orange County Metropolitan Area ("Index") published by the United States Department of Labor, Bureau of Statistics for the preceding year (December to December) calculated to the nearest one cent. The Index published more immediately preceding the effective adjustment date is to be used in determining the amount of adjustment. If the Index has changed from the previous Index basis, the unit WX 3.2 Method of Payment. Subject to Section 3.1, Contractor shall submit monthly invoices based on total services which have been satisfactorily completed for such monthly period. The City will pay monthly progress payments based on approved invoices in accordance with this Section. 3.3 Records of Expenses. Contractor shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available at reasonable times to City. Section 4. Independent Contractor. It is agreed that Contractor shall act and be an independent contractor and not an agent or employee of City, and shall obtain no rights to any benefits which accrue to City's employees. Section 5. Limitations Upon Subcontracting and AsaLqnment. The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for City to enter into this Agreement. Other that those listed in the proposal, the Contractor shall not contract with any other entity to perform the services required without written approval of the City. This Agreement may not be assigned, voluntarily or by operation of law, without the prior written approval of the City. If Contractor is permitted to subcontract any part of this Agreement by City, Contractor shall be responsible to City for the acts and omissions of its subcontractor as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. All persons engaged in the work will be considered employees of Contractor. City will deal directly with and will make all payments to Contractor. Section 6. Changes to Scope of Work. For extra work not part of this Agreement, a written authorization from City is required prior to Contractor undertaking any extra work. In the event of a change in the Scope of Work provided for in the contract documents as requested by the City, the Parties hereto shall execute an addendum to this Agreement setting forth with particularity all terms of the new agreement, including but not limited to any additional Contractor's fees. Section 7. Familiarity with Work and/or Construction Site. By executing this Agreement, Contractor warrants that: (1) it has investigated the work to be performed; (2) it has investigated the work site(s), and is aware of all conditions there; and (3) it understands the facilities, difficulties and restrictions of the work to be 16 PERSONAL SERVICES AGREEMENT THIS AGREEMENT is made, entered into, and shall become effective this 216t day of June, 2011, by and between the City of San Juan Capistrano (hereinafter referred to as the "City") and Econolite Traffic Engineering & Maintenance, Inc. (hereinafter referred to as the "Contractor"). RECITALS: WHEREAS, City desires to retain the services of Contractor regarding the City's proposal to provide traffic signal, safety light, in -pavement lighted crosswalk and battery backup system maintenance and repairs; and, WHEREAS, Contractor is qualified by virtue of experience, training, education and expertise to accomplish such services. NOW, THEREFORE, City and Contractor mutually agree as follows: Section 1. Scope of -Work. The scope of work to be performed by Contractor shall consist of those tasks as set forth in Exhibit "A," attached and incorporated herein by reference. To the extent that there are any conflicts between the provisions described in Exhibit "A" and those provisions contained within this Agreement, the provisions in this Agreement shall control. Section 2. Term. This Agreement shall commence on July 1, 2011. This Agreement shall be for a one-year period of time with four (4) one-year extensions. Agreement extensions shall be based on staff review of the Contractor performance. The Agreement shall terminate June 30, 20'16. Section 3. Compensation. 3.1 Amount. Total compensation for the services hereunder shall not exceed the total amount in the City's adopted fiscal year operating budget for Regular Maintenance, payable at the rates as set forth in Exhibit "B", attached and incorporated herein by reference. There is no guaranteed amount for this contract by the City to the Contractor. The Contractor may not, dependent upon need for repairs and/or funding, receive any work above and beyond the monthly Regular Maintenance requirements. The City shall issue purchase orders equal to the anticipated Contractor fees on a project basis, which shall constitute the Contractor's authorization to proceed. its right to enter into contracts in the State of California, and.that the officers signing the contract and bonds for the corporation have the authority to do so. ASSIGNMENT OF CONTRACT Contractor shall under no circumstances assign this contract to another party without the express consent of the City Council. CONTRACTOR IS AN INDEPENDENT CONTRACTOR A. The Contractor shall act under the contract as an Independent Contractor through the City of San Juan Capistrano and will not be an agent, or employee of the City. B. The Contractor shall not represent or otherwise hold out itself, or any of its subcontractors, directors, officers, partners, employees or agents, to be an agent or employee of the City. C. The Contractor shall indemnify and otherwise hold harmless the City, its officials, officers, directors, employees, agents and other representatives, from all liability loss or damage (including reasonable attorney's fees and other costs of defense resulting from damage or injury to persons or property cause, or claims to have been caused, by acts or omissions of the Contractor, or of any of its subcontractors, directors, officers, partners, employees, or agents in the course of, or in connection with, the Contractor's performance under this contract. D. The parties agree to cooperate fully in the resolution of any claims for such liability, loss or damage. 2-3 SUBCONTRACTORS A copy of each subcontract, if in writing, or if not in writing, then a written statement signed by the Contractor, giving the name of the subcontractor, and the terms and conditions of such subcontract, shall be filed with the City before the subcontractor begins work. Each subcontract shall contain a reference to this Agreement between the City and the Contractor, and the terms of that Agreement between the City and the Contractor and all parts thereof shall be made a part of such subcontract insofar as applicable to the work covered thereby. Each subcontractor shall provide for its annulment by the Contractor at the order of the City, if, in the City's opinion, the subcontractor fails to comply with the requirements of the principal contract insofar as the same may be applicable to his work. Nothing herein contained shall create any contractual relation between any subcontractor and the City or relieve the Contractor of any liability or obligation there under. 2-4 CONTRACT BONDS Both the Faithful Performance Bond and the tabor and Materials Payment Bond shall each be for not less than $50,000.00 (Fifty thousand dollars). Bonds shall be of the form attached to Section C and secured from a surety company duly authorized to issue such bonds in the State of California and shall be subject to the approval and 38 prices for the following year of the term of the contract shall be set, if approved by the City, by multiplying the previous unit prices by a ratio, the numerator being the new Index value and the denominator being the previous Index value. The Index value for the beginning of the original contract term shall be the Index in effect at the time of the proposal. If only a portion of a unit price changes, that portion alone shall be adjusted by the ratio. The portion of the total unit price to be adjusted shall be determined by the Engineer based on documentation submitted by the Contractor. The same method of adjustment shall apply to all future renewal years. AWARD OF CONTRACT A. It is the intention of the City of San Juan Capistrano to award this contract to the most qualified and competent Contractor who meets the City's goals and requirements. Cost is a major factor but not the sole consideration. B. Within ten (10) working days after the date of the Notice of Award, the Contractor shall execute and return the following contract documents to the Agency. Contract Agreement Faithful Performance Bond Labor and Materials Payment Bond Public Liability and Property Damage Insurance Certificate(s) and endorsements Compensation Insurance Certificate and endorsements Certified copy of Certificate of Authority, from the California Insurance Commissioner, issued to the bonding companies. Proof of valid Contractor's License(s) C. Contractor shall provide to the City within ten (10) working days after the date of notice of award of contract the aforementioned insurance certificate(s) with endorsements, which must meet the requirements of the specifications and comply with the contract documents. Failure to comply with this requirement may result in annulment of the award, forfeiture of the proposal guarantee and City will pursue award to the next qualified responsive Contractor. Contractor is advised that insurance requirements are non-negotiable and City will not consider waiving insurance requirements. There are no exceptions. D. The Contract Agreement shall not be considered binding upon Agency until executed by the Authorized Agency officials. No contract will be executed unless the Contractor is licensed in accordance with the provisions of the State Business and Professions Code, E. The successful Contractor, prior to award of the contract by Agency, shall present his/her Contractor's pocket license or certificate of licensure and provide signed statement which swears, under penalty of perjury, that the pocket license or certificate of licensure presented is his or hers, is current and valid and is in a classification appropriate to the work to be undertaken. Format of this statement is shown on the last page of this Section. F. A corporation to which an award is made may be required, before the Contract Agreement is executed by the Agency, to furnish evidence of its corporate existence, of 37 to audit and review by the Engineer prior to payment. The City of San Juan Capistrano reserves the right to repair and/or contract with a third party to perform such additional work. 3-3.2.3 MARKUP FOR ADDITIONAL WORK (a) Work by Contractor. The following percentages shall be added to the Contractor's costs and shall constitute the markup for all overhead and profits, 1) Labor-- .................. 15% 2) Materials., ........................................................................ 15% 3) Equipment Rental.........................................................15% 4) Other Items and Expenditures..............................,...........15% The sum of the costs and markups provided for in this subsection, shall include compensation for bonding. (b) Work by Subcontractor. When all or any part of the additional work is performed by a Subcontractor, the markup established in 3-3.2.3 (a) shall be applied to the Subcontractor's actual cost of such work. A markup -of 5 percent of the subcontracted portion of the extra work may be added by the Contractor. SECTION 6 - PROSECUTION. PROGRESS AND ACCEPTANCE OF WORK 6-2 PROSECUTION OF WORM A. The Contractor shall maintain all work under this contract from the date of the Notice to Proceed through termination of contract. B. The Notice to Proceed shall be authorized by the Engineer, after the execution of the Contract by the City Council, C. The Contract is subject to extension or termination as described herein. D. Performance Deficiencies 1. Failure of the Contractor to provide services per contract specifications shall be documented by the Engineer as a performance deficiency. 2. If the Engineer determines that there are deficiencies in the performance of this Agreement, the Engineer will provide a written notice to the Contractor stating the deficiencies and specifying a time frame to correct the specified deficiencies. This time frame shall be determined by the Engineer, to correct the specified deficiencies. 3. The Contractor shall be notified both verbally and in writing each time Contractor's performance is unsatisfactory and corrective action is necessary. 40 acceptance of the City Council and City Attorney. The Faithful Performance Bond and the Labor and Materials Payment Bond shall remain in force for the life of the contract. Additionally, the Contractor shall concurrently submit, with the bonds, a certified copy of the most recent Certificate of Authority issued to the bonding company by the California Insurance Commissioner. All costs and premiums shall be paid by the Contractor. 2-5 SPECIFICATIONS INTERPRETATION OF DOCUMENTS If any person contemplating submitting a proposal for the contract is in doubt as to the true meaning of any part of the specifications or other proposed contract documents, or find discrepancies in, or omissions from, the specifications, he/she may submit to the Engineer of said Agency a written request for an interpretation or correction thereof. The person submitting the request will be responsible for its prompt delivery. Any interpretation or correction of the proposed documents shall be made only by addendum duly issued and copy of such addendum will be mailed or delivered to each person receiving a set of such documents. The Engineer will not be responsible for any other explanation or interpretations of the proposed documents. The Contractor shall save harmless the City of San Juan Capistrano from any loss or damage as a result of his intentional failure to report any error, omission or conflicting procedure. SECTION 3 - CHANGES IN WORK 3-3 ADDITIONAL WORK A. The Engineer may, at his/her discretion, authorize the Contractor to perform additional work. Additional work shall be defined as work not included in the Contract Agreement, and is above and beyond the "Extraordinary Maintenance" items listed in the Contract Agreement, B. Prior to the Contractor performing any additional work, the Contractor shall prepare and submit a written description of the work with an estimate of labor and materials. No work shall commence without written authorization from the Engineer, or his/her delegated agent. Not withstanding the above authorization, when a condition exists where there is imminent danger of injury to the public or damage to property, the Engineer may verbally authorize the work to be performed upon receiving a verbal estimate from the Contractor. However, within twenty-four (24) hours after receiving a verbal authorization, the Contractor shall submit a written estimate to the Engineer for approval. C. All additional work shall commence on the specified date established and shall diligently proceed upon completion. D. Upon completion of the additional work the Engineer, or his/her delegated agent, shall be notified so that the work may be verified. E. The Contractor shall submit an invoice for compensation with attached photocopies of original invoices for materials. The Contractor's invoice shall be subject R&I, City Hall Offices are currently open from 7:30 a.m. to 5:30 p.m. Monday through Thursday and 7:30 a.m. to 4:30 p.m. on Friday. The Contractor's activities shall normally be scheduled between the hours of 7:00 a.m. and 5:00 p.m. Monday through Friday, excluding holidays. Deviation from these hours will not be permitted without the prior consent of the Engineer, except in emergencies involving immediate hazard to persons or property. SECTION 7 - RESPONSIBILITIES OF THE CONTRACTOR 7-1 CONTRACTOR'S EQUIPMENT AND FACILITIES A noise level limit of 96 dBA at a distance of fifty feet (50') shall apply to all construction/maintenance equipment on or related to the job whether owned by the Contractor or not. The use of excessively loud warning signals shall be avoided except in those cases required for the protection of personnel. 7-2 LABOR LABOR STRIKE A. It shall be the responsibility of the Contractor to provide continuous maintenance services without interruption of traffic signals in the City. B. In case of any labor strikes, the Contractor shall provide other means, at his/her own cost, to provide a comparable continuous service as if there were no strike. Failing to do so will cause the City to take whatever action is deemed necessary to provide such service and the cost will be borne by the Contractor. 7-2.2 Laws Legal Relations and Responsibility. The Contractor shall defend, indemnify and save harmless the City and each of its officers and employees and agents from all claims, suits or actions of every name, kind and description, including potential claims and suits; with respect to the failure, neglect or refusal of Contractor to faithfully perform the work and all of the Contractor's obligations under the contract. This defense and indemnification by Contractor shall specifically include all costs of defense which may be incurred by City or its employees, officers, or agents with respect to such claim or suit. Such costs, expenses, and damages shall include all costs incurred by the City, or its employees, officers or agents to defend against any claims, stop notices or lawsuits based thereon in which any of them is made a party. Neither the City, nor any of its officers or dependents shall be personally, responsible for any liability arising under this contract. 42 4. Should the Contractor fail to correct any deficiencies within the stated time frame, the Engineer may exercise the following measures: a. Deduct from the Contractor's payment the amount necessary to correct the deficiency. b. Withhold the entire or partial payment. c. Utilize City forces, or an alternate source, to correct the deficiency and deduct from the Contractor's payment the total cost, including City overhead and administrative costs. d. Deduct from the Contractor's payment the amount calculated from the weekly check lists that have not been performed. 5. If deficiencies continue to occur, notice to terminate this contract will be given to the Contractor by the City thirty (30) days prior to the effective date of the termination. 6-4 DEFAULT BY CONTRACTOR A. In the case of default by the Contractor, the City of San Juan Capistrano may procure the service from other sources and if the cost is higher, the Contractor will be held responsible to pay the City of San Juan Capistrano the difference between the price agreement cost and the price paid. B. The prices paid by the City of San Juan Capistrano shall be the prevailing market price at the time such purchase is made. C. This is in addition to any other remedies available under law. 6-5 TERMINATION OF CONTRACT The City reserves the right to terminate this contract at.any time, with or without cause, upon thirty (30) days written notice to the Contractor, except where termination is due to the fault of the Contractor and constitutes an immediate danger to the health, safety and general welfare, the period of notice shall be such shorter time as may be appropriate. Upon receipt of the notice of termination, the Contractor shall immediately cease all services hereunder except such as may be specifically approved by the Engineer. The Contractor shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Engineer thereafter. In the event of termination, the bonds required shall remain in effect for twelve (12) months after the date of termination to provide surety that any remedial work required at the time of termination will be completed, and that any vendors or laborers will be paid. 6-7 WORK SCHEDULE 6-7.2 WORKING DAYS The City of San Juan Capistrano has implemented a 9180 -work schedule. 41 Subsistence Pay_ Section 1773.8 of the Labor Code of the State of California, regarding the payment of travel and subsistence payments, is applicable to this contract. Responsibility for Damage and Loss. The Contractor shall assume the defense of, and save harmless, the City of San Juan Capistrano and its officers and agents from all claims of any kind arising from his own negligence or that of his agents in the performance of the contract. Labor Non-discrimination. Attention is directed to Section 1735 of the Labor Code, which reads as follows: "No discrimination shall be made in the employment of persons upon public works because of the race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, or sex of such persons, except as provided in Section 12940 of the Government Code, and every Contractor for public works violating this section is subject to all the penalties imposed for a violation of this chapter." Payroll Records. Attention is directed to provisions in the Labor Code Section 1776 which requires each Contractor and subcontractor to keep accurate payroll records regarding wages paid to journeymen, apprentices, workers, or other employees. The Contractor and subcontractor under him shall comply with the requirements of this Section. Employment of Apprentices, Attention is directed to the provisions of Section 1.777.5, Chapter 1411, Statues of 1968 and 1777.6 of the Labor Code concerning the employment of apprentices by the Contractor of any subcontractor under him. The Contractor and any subcontractor under him shall comply with the requirements of said sections in the employment of apprentices. Information relative to apprenticeship standards, wage schedules and other requirements may obtained from the Director of Industrial Relations, ex -officio and Administrator of Apprenticeship, San Francisco, California, or from the Division of Apprenticeship Standards and its branch offices. 7-3 LIABILITY INSURANCE Public Liability and Property Damages. Contractor shall take out and maintain during the life of the contract, commercial general liability, automobile liability and worker's compensation insurance. The amount of the commercial general liability and automobile insurance shall not be less than the following: Single limit coverage applying to bodily and personal injury liability and property damage: $2,000,000.00. The following insurer endorsements are required if not part of the policy: W The City of San Juan Capistrano, its elective and appointive boards, officers, agents and employees named as additional insureds in the policy as to the work being performed under the contract; 2. The coverage is primary and no other insurance carried by the City of San Juan Capistrano will be called upon to contribute to a loss under this coverage; 3. The policy covers blanket contractual liability; 4. The policy limits or liability are provided on an occurrence basis; 5. The policy covers broad form property damage liability; 6. The policy covers personal injury as well as bodily injury liability; 7. The policy covers explosion, collapse, and underground hazards; 8. The policy covers products and completed operations; 9. The policy covers use of non -owner automobiles; and 10. The coverage shall not be cancelled or terminated altered unless thirty (30) days written notice is given to the City of San Juan Capistrano, 11. Insurers shall be authorized to do business in the State by the Department of Insurance and shall meet the following qualifications: A.M. Best's Key Rating of Grade A and Class VII (seven) (if an Admitted Insurer), and Grade A- or better and Class X (ten) or better (if offered by a Surplus Line Broker), is acceptable. Workers' compensation insurance rated Grade B- or better and Class VII (seven) or better, or offered by the State Compensation Fund, is acceptable. 12. The workers' compensation and employer's liability insurance policies shall contain a waiver of subrogation in favor of the City. Contractor shall provide to the City within ten (10) working days after the date of notice of award of the contract evidence of the aforementioned insurance with insurer endorsements, which must meet the requirements of this Article. An Accord Certificate will be accepted solely as evidence of the name of the insurers and the amounts of insurance. Failure to comply with these requirements will result in annulment of the award, forfeiture of the proposal guarantee, and the City will pursue award to the next qualified responsive Contractor. Contractor is advised that insurance requirements are non-negotiable and City will not consider waiving insurance requirements. There are no exceptions. 7-5 PERMITS 44 A City of San Juan Capistrano business license shall be obtained by the Contractor, at his/her expense, prior to starting work. Subcontractors working for the general Contractor for this project will be required to have a business license while working on this project. A no fee City of San Juan Capistrano Encroachment Permit shall be obtained by the Contractor prior to starting work. 7-7 COOPERATION AND COLLATERAL WORK The Contractor shall be responsible for ascertaining the nature and extent of any simultaneous, collateral, and essential work by others. The Contractor shall include in its proposal all costs involved as a result of coordinating its work with others. The Contractor will not be entitled to additional compensation from the City for damages resulting from such simultaneous, collateral, and essential work per Section 7-7 of the Standard Specifications of Public Works Construction ("Greenbook"). 7-8 PROJECT SITE MAINTENANCE 7-8.1 CLEAN UP AND DUST CONTROL This work shall consist of furnishing and applying water as required and as may be directed by the Engineer to control dust which is the result of the Contractor's operations. In addition, this work shall consist of sweeping and washing dirt and dust from streets and/or sidewalks adjacent to the project if said dirt and/or dust is a result of the Contractors operations. The Contractor shall also clean adjacent streets by washing or power brooming, as directed by the Engineer, of any excavated or removed material which may have been spilled, tracked or blown onto adjacent streets or areas. In no case will the Contractor allow anything other than clean water to flow into the storm drain system. All USA/utility markings shall be removed from all concrete, asphalt concrete, sidewalk, curb and gutter, etc. at the end of the project. 7-8.8 RECYCLING/DISPOSAL OF CONSTRUCTION DEBRIS The Contractor is required to salvage and recycle at least 50% of all construction related waste and shall submit a Waste Management Plan identifying the amount and types of waste created by the Signal Maintenance Program and compliance with this diversion requirement. In addition, the Contractor shall properly document in writing to the City the amounts and types of all construction waste actually salvaged, recycled and disposed, all in compliance with the diversion, planning and reporting requirements contained in City Code Section 4327. The Contractor shall coordinate the removal from the site all structures, foundations, paving, vegetation and any associated debris from the site. 45 The Contractor is required to submit a Waste Management Plan to the Public Works Department in the form approved by the City and obtain approval from the Public Works Department prior to start of work. The Waste Management Plan shall demonstrate recovery and recycling of at least 50% of the total waste generated by the Signal Maintenance Program, and shall consist of the following components: An estimate of the total amount of waste to be generated monthly; and • An estimate of the total amount of recyclable materials generated monthly, identified by recyclable material type; and Identification of recyclable material processing methods and facilities which will be utilized to achieve 50% recycling requirement. The Contractor shall submit Construction and Demolition (C&D) diversion progress reports at the time of each progress payment submittal. Each C&D diversion progress report shall utilize a C&D diversion progress report form provided by the City. Each report shall identify material types and be accompanied by associated weight tickets, receipts and material volume calculations. Payment for disposal of construction debris shall be considered included in the contract unit prices paid for other items of work and shall be considered incidental for accomplishing this work, as specified herein and no additional compensation will be allowed. City fees related to City Code Section 4327 will be waived. The Contractor is required to utilize County of Orange (County) landfills for disposal of all refuse and debris. County landfills are subject to closure at any time when daily disposal tonnage limits are exceeded. The Contractor has the sole obligation to determine the availability of County landfills for disposal of any refuse and demolition or construction debris. The City will not be responsible for any costs associated with project delays due to the closure of County landfills. 7-10 PUBLIC CONVENIENCE AND SAFETY The Contractor shall so conduct his/her operation' as to cause the least possible obstruction and inconvenience to public traffic. The Contractor shall furnish, erect and maintain such fences, barriers, lights, warning devices and signs in compliance with the current "Manual of Uniform Traffic Control Devices, California Supplement", or as may be deemed necessary by the Engineer to give adequate warning to the public at all times that the road or street is obstructed and of any abnormal conditions to be encountered as a result thereof. The Contractor shall provide safe and continuous passage for pedestrian and vehicular traffic at all times. EM 7-10.4.1 SAFETY ORDERS Pursuant to Public Contracts Code Section 7104, on any public works contracts involving the digging of trenches or other excavations deeper than four feet the Contractor shall promptly notify the City in writing if any of the following conditions are encountered: 1. Material the Contractor believes may constitute a hazardous waste, as defined in Health and, Safety Code Section 25117 and that is required to be removed to a Class I, 11 or III disposal site. 2. Subsurface or latent physical conditions at the site differing from those indicated in the contract. 3. Unusual physical conditions at the site which differ materially from those ordinarily encountered and generally recognized as inherent in the type of work provided in this contract. 7-11 PATENT_FEES _OR ROYALITIES The Contractor shall assume all responsibilities arising from the use of patented materials, equipment, devices, or processes used on, or incorporated in the work. 7-15 PAYROLL RECORDS A. Weekly certified payroll records must be submitted to the Agency. Progress payments will be withheld pending receipt of any outstanding reports. B. Section 1775, Chapter 1 of Division 2, from the California Labor Code requires that each Contractor and subcontractor keep an accurate payroll record, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and each week, and the actual per diem wages paid each journeyman, apprentice or worker employed by hi. C. The employee's own payroll records shall be available for inspection, and a copy shall be made available to the employee or his authorized representative, the Division of Labor Standards Enforcement and the Division of Apprenticeship Standard. D_ Pursuant to Labor Code Section 1778.8, the Contractor agrees to pay travel and subsistence payments to each workman needed to execute the work in accordance with the applicable collective bargaining Agreements filed with the Department of Industrial Relations. 7-16 NOTICES Any notice, demand, request, consent, approval or communication that either party desires, or is required to give to the other party or any other person, shall be in writing and either served personally, sent by prepaid, first-class mail, or by facsimile followed by mailing of said notice. 47 Any notice, demand, request, consent, approval or communication that either party desires, or is required to give to the other party, shall be addressed to the other party at the address set forth below. Either party may change its address by notifying the other party of the change of address. Notice shall be deemed communicated two (2) City working days from the time of mailing if mailed as provided in this paragraph. Address for notification: City of San Juan Capistrano Public Works Department/Engineering Division .32400 Paseo Adelanto San Juan Capistrano, CA 92675 Fax No. 949.493.1053 �w] SECTION 9 - MEASUREMENT AND PAYMENT 9-3 PAYMENT A. The Contractor will be paid monthly for satisfactory work performed under this contract. B. On or about the first of each month, the Contractor shall submit a detailed invoice and all reports required in the Agreement for work performed in the prior month. 1. This invoice shall be in accordance with the contract price and shall become the basis for payment. 2. This invoice shall be subject to review and approval by the Engineer. 3. All submitted invoices will be paid within 30 days of approval by the Engineer. 4. Any charges in the invoice not approved by the Engineer shall not be paid by the City. PAYMENTS WITHHELD The City may withhold entire or partial payment for reasons as follows: 1. Work required by the specifications , that is defective, incomplete or not performed. 2. Claims against the City that are filed or reasonable evidence indicating probable fling of such claims. 3. Failure of the Contractor to make payments properly to subcontractors, or for materials and/or labor. 4. A reasonable doubt that the Contractor will not complete its required performance for the remaining balance of the term of the contract. 5. Reports, logs or written documentation required of the Contractor to be delivered to the Engineer which are incomplete or not performed. 49 CONTRACTOR'S LICENSING STATEMENT TO BE PROVIDED BY SUCCESSFUL CONTRACTOR PRIOR TO AWARD OF CONTRACT The undersigned Contractor or Corporate Officer, declares under penalty of perjury that the attached copy of the Contractor's pocket license or certificate of licensure is Contractor's, is current and valid, and is in a classification as required by the project specifications and appropriate to the work to be undertaken for this project. PROJECT- Annual Maintenance Services for Citywide Traffic Signals Fiscal Year 2010 - 2011 through Fiscal Year 2015 - 2016 NAME OF CONTRACTOR: F <&u4'm P."€( Date: - B SIGNED: TITLE: Dote: Attach proper Notary Acknowledgment for signature of authorized person. {Use copy of blank form provider{ in Section B.) State of California KCounty, of Santa Clara i)1ui 13tlw5 i�;lr 1� fiet<IC i Wil before roe. • - y,iiy � %JW pray, to the on die basis of `sfat9liriY evidence to bO the PeNOn.$) whom ramie{ islare sxtbsuibcd to the within instrument and aeknowlW eld to me that heJAM$ky e�teutea ehe same iu hift4whlla+r arithorized capaeity4d) and chat by bi4WAbgw 5ignabure{6),oa am insa bleat tht persarilni: or the entity upon behalf of which the persron(s) acted, exW111:4 the.imstrunncni. I certify under PENALTY OF PERJURY under Este laws of the State of Catitom ia ibat the foregoing spare p0% is true and correct. NESS my h'and and otiieW semi. I)AVI ] JOSEPH 8pUSolli T Commission * 1937711 Notary Public - California z Z Santa Clara county My Gomm.E x fres May 22, 2015 50 �+�a•'a�exrxy�u:esa�c-ss� ,�, — — .+�rcm:zv�-.•+I�++er+a. I a c rA 00 j a, o H 0 cu ii} �� a :iJ •L`� N F O Ix U0 o0 ice.. � � .amu s�..� 1'x•1 - (j . eQ� � � �� "� ....rw(COL 0 tom} U c.i m cu Z © 1 �r� D0 0 C? � aGG � ads c lC3 r-+ 0 ;E N :3 'a 9b crf I i ! V ! 7i Q P R N SECTION E SCOPE OF WORK 1. GENERAL The work to be done, in general, consists of routine preventative maintenance, extraordinary maintenance, and additional maintenance of traffic signal systems for locations that. are the responsibility of the City of San Juan Capistrano in accordance With this Scope of Work. The Contractor is to furnish all tools, equipment apparatus, facilities, labor services and material, and perform all work necessary to maintain in a good and workmanlike manner traffic signal, flashing beacon and lighted crosswalk facilities at the locations shown on the attached Exhibit "A" of this Scope of Work and made a part hereof. The Contractor shall provide a photo log and written inventory of all maintenance items. The various locations shown in Exhibit "A" may change as provided for in this Scope of Work. Contractor's performance under this Agreement shall be at the highest level promulgated in the industry. Full compensation for conforming to the requirements in this Scope of Work shall be included in the unit prices as listed in Contract Agreement. Additional work items not listed in Contract Agreement, shall be performed at the labor and equipment rates approved by the Engineer. 2. STANDARD SPECIFICATIONS All work shall be performed in accordance with "STANDARD SPECIFICATIONS FOR PUBLIC WORKS CONSTRUCTION" (Green Book), latest edition, including any supplements, hereinafter referred to as 'Standard Specifications' and in accordance with this Scope of Work. Traffic striping, pavement markers, signing, construction signing, and traffic signals shall be in accordance with "STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION STANDARD SPECIFICATIONS," latest edition, hereinafter referred to as "Caltrans Specifications", and this Scope of Work. In case of conflict between the Standard Specifications, Caltrans Specifications, and this Scope of Work, this Scope of Work shall take precedence. All services to be provided by Contractor pursuant to this Agreement shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by Contractors in similar circumstances in accordance with sound professional practices, All work performed or equipment or parts supplied by contractor shall be subject to the inspection and approval of the Engineer, or his authorized representative. Failure to pass inspection on any maintenance, repair and/or service item will result in non- payment for that item until such time as the contractor can present the item to the City in acceptable form. All identified City facilities per this agreement shall be regularly patrolled by contractor or his representative. 51 3. PERSONNEL The contractor shall provide at least one (1) full-time signal maintenance technician per the minimum requirement of one (1) full-time technician for each fifty (50) maintained signals or flashing beacon locations. At a minimum, the technician(s) shall have certification of Level 11 or higher as a Traffic Signal Technician from the International Municipal Signal Association (IMSA) and State mandated National Electrical Contractors (NEC) certification. Skilled laborers can make hardware repairs under the direct supervision of the technician. The City reserves the right at all times to concur with the contractor's assignment of personnel to the City. If appropriate, the contractor shall replace any personnel assigned to the City whose performance is considered unacceptable by the City or the standards established per the proposal. The Contractor shall have adequate personnel and facilities to perform inspection of new equipment. When requested by the City, the Contractor may be required to assist in the field inspection of new installations. Prior to commencement of contract, Contractor shall provide a list of employees potentially working on the City's signals, which indicates their level of certifications and job classifications. The Contractor shall update employee lists annually or as personnel changes. IMSA and NEC certifications by employees must be held in good standing and shall be maintained current throughout the entire duration of the contract, 4. EQUIPMENT The Contractor shall have available and readily accessible all required tools, equipment, apparatus, facilities, traffic control, skilled labor services and materials, etc., to perform all work necessary to maintain in good working order all traffic signal facilities and safety lighting at the locations defined in this Scope of Work. All work performed or equipment, parts, or materials supplied shall be subject to the inspection and approval of the Engineer or his designated representative. The Contractor's service trucks shall be equipped with spare parts sufficient to place the signal system back in operation for ordinary trouble calls, including sensing devices for induction loop detectors. The Contractor shall have on -hand at least one (1) spare Econolite System Controller (ASC/3-2100 or ASC/2S-2100) and one (1) conflict/malfunction monitor for every twenty-five (25) intersections. In the event of a controller malfunction, the original controller shall be returned to service within 10 working days, or an approved replacement controller installed. No permanent or temporary change of controller mechanisms shall be done without prior approval of the City except in case of an emergency. In the event a change is necessary to respond to an emergency, the Contractor shall notify the City by telephone and by e-mail immediately that the equipment was removed and replaced with approved spare equipment. The Contractor shall have available adequate, skilled personnel and proper laboratory testing facilities to perform inspection of controller mechanisms, including traffic signal controllers, conflict/malfunction monitors, controller cabinets, auxiliary equipment and 52 traffic control appurtenances. All testing shall conform to the current NEMA Specifications TS -1 and Section 86-2.14, "Testing", of the Caltrans Standard Specifications. Copy of laboratory reports showing repairs to traffic control equipment shall be submitted to the City on an annual basis. 5. ADDITIONS AND DELETIONS TO THE SYSTEM Contractor shall maintain additional traffic signals and appurtenant devices as they are installed or become part of the maintenance requirements immediately upon written notification by the Engineer. Such additional signals shall be maintained at the same unit price as specified in Contract Agreement. In the event that maintenance of a new signal commences at other than the beginning of the monthly period, the unit rate for routine preventative maintenance services shall be prorated from the date maintenance commences. The City may, at its sole discretion, eliminate signals from this contract. The Contractor shall be notified of such deletions in writing. Such deleted signals shall decrease the invoice at the same unit price as specified in Contract Agreement. In the event that maintenance of a new signal cease at other than the beginning of the monthly period, the unit rate for routine preventative maintenance services shall be prorated from the date the Contractor was notified. 6. REQUEST FOR SERVICE OUTSIDE OF NORMAL HOURS Contractor should expect service requests outside of the Contractor's normal working hours. These service requests may be given by telephone, fax, e-mail, written correspondence or other means for reporting signal related problems, damages, and emergencies. Contractor shall maintain a single local or toll-free telephone number where the Contractor can be reached 24 -hours per day, seven days per week, and 365 days per year, in order to effectively address and respond to both routine and emergency service requests. The telephone number is to be made available to the Engineer or his representative, and the San Juan Capistrano Police Department. All requests shall be addressed by an appropriate timely response as outlined in this Scope of Work. 7. RESPONSE CRITERIA FOR EMERGENCY AND ROUTINE SERVICES The Contractor will need to ascertain whether service requests are of an "emergency" nature requiring an immediate response or whether the request is general in nature requiring routine response. The Contractor shall provide an itemized outline of typical call -out situations and recommended response criteria (emergency or routine) for review and approval by the City. Requests deemed to be "emergencies" shall be responded to immediately with all possible haste, arriving at the signal location within one (1) hour of first notification. Routine requests shall be responded to by the end of the next business clay following first notification unless other arrangements are agreed upon by the City. No overtime shall be charged for routine response requests unless agreed upon by the City. The following events shall establish an emergency condition and the following action shall be taken: 53 Events: Failure or malfunction of the traffic signal system, or interruption of normal signal operations so as to create a public hazard. This may be caused by damage from vehicle collisions or accidents, acts of nature, civil disorder, malicious mischief, vandalism, or actions of other contractors or utility companies. Actions: Under these conditions, the Contractor shall immediately restore the traffic signal to normal operations. If that is not possible due to the extent of damage, sufficient repairs shall be made to enable the intersection to operate safely. For emergency repair purposes, the Contractor's vehicle shall carry the following equipment: portable stop signs to be installed if required, barricades, cones, replacement signal heads, pedestrian heads, 1-A signal pole, load switches, controller, and other related equipment which may be required to repair said damage. Red lights reported as being inoperable shall be responded to as emergency situations. Any appurtenant traffic signal equipment such as, traffic signal heads, street names signs or other regulatory signs, warning or guide signs affixed to mast arms or poles, reported to be knocked down, dangling, or otherwise creating a public hazard shall be immediately repaired or removed as an emergency situation in order to eliminate the hazard or unsafe condition. Any equipment so removed shall be scheduled for replacement. For the emergency repair of a signal which is totally blacked out, the following procedure of traffic control shall apply: (a) The Contractor shall dispatch qualified personnel and equipment to reach the site within the time frame specified in this Scope of Work for emergency call -out. The Contractor's vehicle shall carry traffic cones, etc., which shall be used when directing traffic during an emergency and/or when deemed necessary by the signal technician, the Engineer, or his authorized representative. (b) If no police officer is present and temporary stop signs have been set up when the Contractor arrives at the site, the Contractor 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 Contractor shall remove all of the temporary traffic control devices and return those devices owned by the City to the City Yard located at 32400 Paseo Adelanto, San Juan Capistrano, California. If a police officer is still at the site when the Contractor arrives, the Contractor shall quickly examine the signal, evaluate the situation, discuss it with the police officer, and obtain a Traffic Collision Report Number (if applicable) to be submitted with invoice for work performed at the signal. If the repair will take longer than the officer can wait, the Contractor shall immediately set up temporary all -way stop signs and all other necessary warning devices and relieve the police officer. 0 As part of the Contractor's emergency call response, the Contractor will be required to respond to collision scenes at signalized intersections to perform a review of the traffic signal system operation and equipment. The Contractor shall attempt to gain an Accident Report Number if officers of the Police Department are at the scene of the accident. Thereafter, Contractor is to include this Report Number on its invoice for work performed for any damage to the signal. The Contractor shall also notify the Engineer, or his authorized representative, of the date and the approximate time of Contractor's response to such an emergency. 8. NOTIFICATION The Contractor shall notify the Engineer or his authorized representative of the alterations, substitution, or removal of any controller or component, or alteration to the operation of any signal system. During normal business hours of the City, notification by telephone shall be made within one (1) hour of such change. Notification of changes made at times other than normal business hours of the City shall be reported by telephone within one (1) hour of the beginning of the next business day of the City. The Contractor shall call the morning of each day any extraordinary maintenance is scheduled to take place during that day. The Contractor shall notify the Engineer, or his authorized representative, of the proposed maintenance specifying the type of maintenance, location, and the approximate time of the day. If scheduled work is completed without obtaining approval from the City, payment will not be made until the work can be inspected by City staff. For emergency call -outs during normal business hours of the City, notification by telephone shall be made within one (1) hour of such response. Notifications at times other than normal business hours of the City shall be reported by telephone within one (1) hour of the beginning of the next business day of the City. The Contractor shall thoroughly examine and inspect all equipment at the location for any physical damage or equipment malfunction, including a timing check of the controller, Within five (5) calendar days after completion of this examination, the Contractor shall submit, in writing, a report summarizing the results of the examination and inspection to the Engineer or his designated representative. These results shall also be placed in the maintenance records of the intersection maintained by the Contractor. All correspondence shall be addressed to the Public Works Department/Engineering Division, City of San Juan Capistrano, 32400 Paseo Adelanto, San Juan Capistrano, CA 92675. 9. WORKING HOURS Contractor shall be on call at all times. Normal working hours shall be between the hours of 7:00 A.M. and 5:00 P.M., Monday through Friday. Any lane closures for routine response maintenance shall be between the hours of 8:30 AM to 3:30 PM Monday through Friday, or except by schools, when in regular session, where the hours shall be between 8:30 AM to 2:00 PM Monday through Friday, unless otherwise approved by the Engineer, or his designated representative. 10.IVIAINTENANCE RECORDS 55 The Contractor shall keep a current, permanent operational record of all work performed at the intersection, including, but not limited to, routine maintenance, service calls, extraordinary maintenance and relamping, of each and every piece of traffic control or safety equipment that the Contractor is required to maintain by this contract. These records shall be kept at each maintained location on a form approved by the City. A copy of such record shall be provided within two (2) working days upon request to the Engineer or his authorized representative. The form shall include, at a minimum, the date, time, description of device including all model, part and serial number, narrative of deficiencies encountered, and a detail of any and all corrective actions(s) taken. Entries shall be made legibly in indelible ink and shall be initialed by the technician making the entry. II.MONTHLY MAINTENANCE REPORTS The Contractor shall submit to the City monthly summary reports of all activities relating to traffic signal and safety lighting maintenance for each maintained location. The summary report shall list the maintenance history of the entire reporting period for each individual signal location and any deficiencies found. A chronological report of all maintenance activities throughout the month is unacceptable. The summary reports shall be submitted to the City within ten (10) days following the end of the month of the reporting period. Invoices will not be paid until the summary report has been received. The following information, at a minimum, is required for each signal location: • Location by intersection and identification of a specific comer or direction of traffic • Date and time the call was received and the name of the caller or self -initiated • Date and time the Contractor's personnel and equipment arrived at the scene • Date and time the job was completed • Nature of the malfunction, if any, and a description of the action taken by the Contractor • Notation of routine, extraordinary, or additional work (including emergency work) • Accident report number (from Police Department) for all accident related work For the purposes of this contract, a month is defined as a calendar month. A year, except otherwise defined elsewhere for specific purpose, is defined as a fiscal year running from July 1 to June 30. All records are the property of the City and at the termination of this contract shall be delivered to the City. 12. ANNUAL MAINTENANCE REPORTS For each maintained intersection, the Contractor shall provide a separate maintenance report of all work performed at that intersection. The report shall be provided to the City by January 31st for work done the previous calendar year. 56 13.SALVAGED OR DAMAGED EQUIPMENT AND OWNERSHIP Ownership of all materials existing and incorporated in the work are vested in the name of the City of San Juan Capistrano. Salvaged or damaged equipment shall become the property of the Contractor unless otherwise directed by the City. 14.TRAFFIC SIGNAL TURN -ON AND TURN-OFF The Contractor shall notify the San Juan Capistrano Police Department and Engineer or his authorized representative, at least 48 hours in advance of any scheduled turn- on/turn-off necessitated by the Contractor's operations. The Contractor shall not make said turn-off or turn -on until a City police officer is present, or unless given permission to proceed without police control by the' Police Department, or the Engineer or his authorized representative. The Contractor shall erect stop signs on each approach of the intersection as well as advanced warning signs to provide all -way stop control while the traffic signal is turned off. For nighttime work, the Contractor shall provide portable stop signs with sufficient reflectivity on Type Il barricades with flashers. The placement and removal of the temporary stop signs shall be completed while the signal is in a red flash condition. The Contractor shall make every effort to schedule shut downs only between the hours of 9:00 am and 3:00 pm Monday through Friday. 15.WARRANTY SERVICE The Contractor shall guarantee the work against defective material or workmanship for a period of one (1) year from date of completion of the work. Damage due to acts of nature or from sabotage and/or vandalism are specifically excepted from the guarantee. When defective material and/or workmanship are discovered which require repairs to be made under this guaranty, all such work shall be done by the Contractor at its own expense within five (5) calendar days after written notice of such defects has been given to Contractor by the City. Should the Contractor fail to repair such defective material or workmanship within five (5) calendar days thereafter, the City may cause the necessary repairs to be made and charge. the Contractor with the actual cost of all labor and materials required. In emergencies demanding immediate attention, if the Contractor is unable to respond, the City shall have the right to repair the defect and charge the Contractor with the actual cost of all labor and material required. Any repair work performed as herein specified shall be done under the provisions of the original contract specifications. During the warranty period, the Contractor is expected to coordinate warranty repairs with the appropriate manufacturer or installing contractor. The Contractor shall notify the City of any undue delays by the manufacturer or installing contractor in responding to warranty requests and provide a detailed summary of the nature and reason for said warranty requests. 57 %ADDITIONAL WORK NOT LISTED IN CONTRACT AGREEMENT At times, it will be necessary for the Contractor to perform additional work above and beyond the routine and extraordinary work listed in the Contract Agreement. The Contractor shall supply cost estimates for work to be done in these cases. Such cost estimates shall be provided for budgeting purposes only. Work shall not be performed unless approved by the City. Billing for such additional work shall reflect the labor rates, actual hours worked, and materials actually supplied. The Contractor's invoice for additional work shall indicate: Work order number, person giving authorization and date of work Contractor's invoiced material • Contractor's labor charge w Contractor's equipment charge • Brief description of work completed and location of work Salvage credit (if none, so state) The City will compensate the Contractor for such additional work based on the verified invoice cost of materials, equipment and labor plus markup. The Contractor shall be available to assist with inspection on new installations when requested by the City on a per hour basis paid at the rate of a Signal Maintenance Technician. 17, SIGNAL TIMING AND PROGRESSION At no time shall the Contractor make any changes in timing or progression of the signal except with the approval of the Engineer or his authorized representatives. 18. TRAFFIC CONTROL The Contractor shall conduct his work in such a manner as to minimize the disruption of traffic flow. The Contractor shall not obstruct or restrict any portion of the roadway until proper arrangements for traffic control have been received by the Engineer. All traffic control methods shall conform to the latest edition of the California Manual of Uniform Traffic Control Devices (CA MUTCD), and this Scope of Work. At least one twelve -foot (12') travel lane in each direction shall be open to traffic at all times. Not more than one intersecting street shall be closed at any one time without the prior approval of the Engineer or his authorized representative. Traffic stoppages shall be limited to time periods approved by the Engineer. Maintenance operations shall be conducted in such a manner as to cause as little inconvenience as possible to abutting property owners. Convenient access to driveways, houses, and buildings along the line of work shall be maintained and temporary approaches to crossings or intersecting highways shall be provided and kept in good condition. No material or equipment shall be stored where it will interfere with the free and safe passage of public traffic. At the end of each day's work.and at other times when maintenance operations are suspended for any reason, the Contractor shall remove all equipment and other obstructions from the portion of the roadway and open it for use by public traffic. 58 The Contractor shall furnish all flagmen, barricades, barriers, lights, signs, and any other device which may be necessary for adequate and safe traffic control. The Contractor shall provide protection for any excavation three feet or more in depth or any other excavation which by its nature may be considered hazardous by either covering or erecting a five (5) foot chain link or woven wire fence. Such protection shall be provided at all times when an adult in the employment of the Contractor is not in attendance at the excavation. Pedestrian traffic must be maintained in a safe manner at all times. Pedestrian and emergency vehicular access shall be maintained to all residences, businesses and manufacturing establishments within the work area. All spillage and any excessive dirt or debris caused by hauling operations or moving equipment along or across any private or public property or public traveled way shall be removed immediately at the Contractor's expense. The Contractor shall provide unobstructed access to all fire hydrants at all times except as otherwise provided, in writing, by the Engineer. Failure to provide adequate safety devices, as directed by the Engineer, will cause the City to install safety devices as needed and the cost will be assessed to the Contractor at the City's actual cost. City shall be entitled to offset any costs incurred against Contractor's invoice. All cost for traffic control shall be included in the various items of work, and no additional compensation will be allowed. 19. EQUIPMENT AND MATERIALS Attention is directed to Section 6-1.05, "Trade Names and Alternatives", of the Caltrans Standard Specifications. The Engineer reserves the exclusive right to determine if proposed alternative equipment shall be acceptable. Before the start of work, the Contractor shall provide the City with a statement from the vendors. Said statements shall state the date that any equipment ordered is shipped. The City shall not be liable for any delay to performance prior to delivery of these required submittals. 20. DAMAGE Adjacent improvements such as street pavement, curbs, sidewalks, sprinklers, driveways, and gutters damaged as a result of the Contractor's operation shall be repaired to the satisfaction of the Engineer at the Contractor's expense and at no expense to the City. 59 21 -SOUND AND NOISE CONTROL The Contractor shall comply with all local sound control and noise level rules, regulations, and ordinances which apply to any work performed pursuant to the contract. 22.TYPES OF SIGNALS The bid prices for both the routine and extraordinary maintenance shall apply to all types of signal controllers, accessories and systems as may exist in the City now or that may be installed during the life of the contract. 23.NIGHT INSPECTIONS -- REPAIR OR REPLACEMENT OF SAFETY LIGHTING The Contractor shall perform monthly night-time inspections of all intersection safety lighting for proper operation at signalized intersections. A written record shall be made of each unlit or "cycling" safety light. This written record shall be received by the Engineer or his authorized representative's office within forty- eight (48) hours of the survey. The Contractor shall carry photo cells, properly sized lamps, ballasts and starters when trouble shooting unlit or "cycling" safety lights. Unless otherwise' directed by the Engineer, all safety lighting/luminaries shall consist of 200 or 250 watt, 120 volt, high pressure sodium vapor lamps All safety lights shall have integral- ballasts and/or integral power supplies that are mounted and wired with quick disconnect hardware and wiring for module type replacement. All safety lighting shall be of the 90 degree cut-off type and the desired lighting pattern will be M -S -III (I.E.S. type). Photoelectric controls will be Type IV or Type V and shall conform to the provisions in Section 66-6.07, "Photoelectric Controls". Each Type V Photoelectric controlled safety light shall be provided with an integrally mounted plug-in photoelectric cell. The safety light fixture/housing shall be Mission Bell per City standard. Costs incurred in night inspections for safety lighting shall be included in the unit price for routine preventative maintenance. The replacement of defective parts will be extraordinary maintenance. All extraordinary maintenance required shall be per the Contractor's Agreement for extraordinary maintenance or per written quote, as directed by the Engineer or his authorized representative. 24. MEETINGS The Contractor will be notified and required to attend and participate in meetings with City staff if needed. These meetings will be held for the purpose of discussing contract provisions, problems and/or issues and ensuring that the work is proceeding as per the contract documents. These meetings will be called by the Engineer or his authorized representative, if he feels they are needed. .N 26. ESTIMATE OF QUANTITIES The quantities shown in the Contract Agreement shall be considered as approximate only, being listed therein as a basis for the comparison of bids. The Engineer does not guarantee or agree, either expressly or by implication, that the actual amounts required will correspond therewith. He reserves the right to increase or decrease the amount of any item or portion of work or material to be performed or furnished, or to omit any such item or portion, in accordance with the provisions relative thereto set forth in this Scope of Work. 26.COMPENSATION FOR MAINTENANCE The City will compensate the Contractor for routine maintenance and extraordinary maintenance at the contract unit price per Sections A and B of the Contract Agreement. Said compensation shall include all labor, materials, equipment, overhead and profits. Work not listed as routine or extraordinary maintenance in Sections A and B of the Contract Agreement is additional work and shall be billed at rates approved by the Engineer, and shall include all labor, materials, equipment and profit. The City reserves the right to separately bid additional work not listed in the Contract Agreement, in the event a negotiated price cannot be reached which is acceptable to both parties or is deemed by the City to exceed the terms of the current contract. 27. ROUTINE PREVENTATIVE MAINTENANCE The Contractor shall provide a program of routine preventative maintenance designed to eliminate or reduce the incidences of malfunction and extend the useful life of the equipment. The program, the cost of which is specified in the contract unit price for traffic signals and other items of work listed under "Routine Preventative Maintenance" in Section A of the Contract Agreement, shall include but not limited to the following: Monthly Inspection The Contractor shall perform the following monthly services at each intersection unless otherwise noted: a. Air Filter Clean or replace the air filter element in all controller cabinets so equipped at least once each six (6) months and shall note in the monthly report any filter replacement. Wash or replace all air filter elements in all cabinets so equipped within three (3) months after the execution of this contract, and so note in the monthly report the date the filter elements are cleaned or replaced. b. Cabinet Exterior Remove any posters, signs and/or graffiti, etc. from the controller and service cabinet exteriors. Check the interior and exterior of the controller and service cabinets for signs of deterioration to the cabinet's surface using a wire brush and then protect the area with zinc chromate, red lead or rust inhibitor prior to painting with a matching color. 61 c. Cabinet Fan Verify that the controller cabinet fan operates properly with a minimum of noise. d. Cabinet Grounding Using a megger, check the resistance between the AC and Ground in the controller cabinet. e. Cabinet Vents Check the vents in both the controller cabinet door and above the door, or at the top of the cabinet to ensure that they are free of any foreign material. f. Conflict/Malfunction Monitor Verify that the time clock and date are correct'in any Conflict/Malfunction Monitor Unit (CMU/MMU) at all signal cabinets at least once every six (6) months (within 48 hours following the time change to startlend Daylight Savings Time), testing of all CMU/MMU equipment shall be completed with the use of an automated testing device with the test results printed on a report that is to be maintained in the signal cabinet at all times. The printed report containing the test results shall, at a minimum, include the following information: Report header with type of monitor tested and date tested; agency identification including manufacturer, model and serial number; related test information including operator, test site, and intersection location; and monitor verification with a description of type of tests performed and conditions found (i.e., failure or non -failure). g. Connectors Check all connectors (includes any connections on the main panel, interface panels and under detector racks) to ensure they are secure and free of corrosion. Apply diazo grease at least once every six (6) months to deter corrosion. h. Controller Cabinet Mounting Check the snugness of the nuts on the controller cabinet anchor bolts, and tighten if necessary being sure not to distort the cabinet door opening by over tightening. L Controller Cabinet Foundation Seal Check the seal between the bottom of the cabinet and the foundation for deterioration if standing water or evidence of water is present inside the bottom of the controller cabinet. Reseal as necessary, and ensure there is a weep hole at the lowest point to allow any moisture in the cabinet to seep out. j. Controller Operation Manually place vehicle and pedestrian calls on each phase through the controller cabinet test switches or the controller keyboard to verify controller servicing of each active phase. Maintain an accurate chronograph and set all real-time clocks to the National Bureau of Standards (WWV) time. When and where 12% necessary, adjust clocks to Daylight Savings Time/Standard Time within 48 hours of time changes. k. Detection Setup Verify that the detector loop cables are correctly identified, connected to the correct vehicle detector field interface terminals, and that the correct detector indicates a call. Verify that a call is placed on the correct controller detector input, and that the input places a call on the correct controller phase. I. Detector Operation Check detector units and systems including, but not limited to, inductive loops; and pedestrian push buttons for correct detection of both vehicles and pedestrians by observing the tum -on of the appropriate detection indicator as a vehicle passes over or through the detector loops)/zone; and adjust or repair said equipment as necessary to restore system to its intended operation. m. Door Gasket Check all door gaskets on the controller cabinet, service cabinet and any other enclosures for evidence of moisture or deterioration. Completely replace any gaskets showing signs of leaking or deterioration, n. Door Panel Harness Check the harness leading from the door panel to the auxiliary panels on the cabinet door to ensure they are not being pinched and do not bind against the cabinet door. Adjust if necessary. o. Equipment Displays and Indicators Verify that all LED and LCD displays and indications (controller, CMU/MMU, load switches, flasher, etc.) are working properly. p. Flash Verify the operation of the flash transfer relays, that the flash rate is between 50 to 60 pulses per minute, that the "ON/OFF" state for each flash circuit are equal, and that all signal heads are flashing the correct color. q. Ground Fault Receptacle Verify the proper operation of "Test" and "Reset" buttons on GFCI type outlets. r. Hinges and Locks Check for free movement of all doors, latching assemblies and locks on the controller cabinet, service cabinet and any other enclosures. Use a minimum of oil or spray lubricant and remove'any excess. s. Insect Infestation Check for any signs of ants, wasps or other insects within the cabinet and take the necessary steps for extermination. t. Interconnect Check all traffic controller communications equipment (internal modems and/or interface modules) for proper operation and replace or repair as needed. The repair or replacement of traffic signal interconnect cables shall be "additional work" as defined in Section 29, and will require prior approval by the Engineer before work is commenced. u. Interior Light Verify the proper operation of the controller cabinet's interior fluorescent light and starter. v. Intersection Tiering Compare controller phase timing against the timing sheet, check any discrepancies against intersection log and notify Engineer of all discrepancies. w. Intersection Records Ensure that all intersection "As -Builth plans, cabinet wiring diagrams, necessary equipment operations manuals, controller data timing sheets, and log book are corrected and inside the cabinet. Contact Engineer to obtain any missing items. x. Plug-in Components Check that each plug-in component (rack mount detectors, relays, load switches, etc.) fits tightly and securely in its socket. y. Preemption Devices Test any preemption devices for proper operation. z. Service Connections Verify that the neutral, ground and power connections are secure in the controller and service cabinet at least once every six (6) months. aa. Switches Verify the correct operation of each position, including "OFF", of all switches. Repeatedly work all test and stop time switches to keep the switch contacts clean. bb -System Telemetry Check operation of telemetry on controller display. cc.Terminal Connections Using the correct size insulated screwdriver, test each terminal screw backing off slightly then retightening to confirm that it is secure at least once every six (6) months. dd.Thermostat Verify that the cabinet fan thermostat is set at 115 degrees Fahrenheit. ee.Vacuum Cabinet Blow or brush off shelves, terminal blocks and components and thoroughly vacuum the interior of the controller cabinet including the police panel. Also blow out or vacuum the vent openings above the controller cabinet door. ff. Battery Back-up Systems Battery Back-up Systems including back-up unit and batteries shall be tested monthly in accordance with the manufacturers recommended maintenance as a part of preventative routine maintenance. Battery Back-up Systems or batteries shall be replaced at the unit price stated in the Schedule of Bid Items per extraordinary maintenance. gg.Intersection Walkaround Walk all the approaches of the intersection and visually inspect all signal poles, mast arms, signal heads and indications, traffic control signs, pedestrian signals, loop sealants, pull box covers, and any other devices, and verify the correct placement and/or operation. Any inoperable vehicle or pedestrian indications, safety lights shall be replaced under extraordinary maintenance. All vehicle heads and pedestrian heads found to be out of alignment shall be properly aligned. If approved by the Engineer, missing signs shall be replaced under extraordinary maintenance. Cracked or damaged loops sealants shall be re- sealed. All other equipment found missing or damaged shall be replaced or repaired. hh.Traffic Signal Equipment Through the course of performing preventative maintenance, the contractor shall develop a recommended list of traffic signal equipment to be painted. The list shall be provided to the City for review and approval prior to any work being done. Work completed at approved locations will be billed as extraordinary maintenance. Any work performed without City approval will be at the sole cost of the Contractor and at no cost to the City. ii. Pedestrian Signals and Push Buttons The Contractor shall maintain all pedestrian signal heads and push buttons in working order, and the cost incurred shall be included in the unit price for routine preventative maintenance per intersection. The replacement of defective parts will be extraordinary maintenance. New parts shall conform to current State of California Standard Specifications (Section 2, "Preventative Maintenance also applies) and as specified by the Engineer or his authorized representatives. jj. Loop Detectors The Contractor shall verify the condition of the loops in the roadway and take necessary preventative measures to ensure the longevity of the loop. This includes the splicing (or re -splicing) of detector loops and/or replacement of loop sealant_ Cutting and installing new loops is considered extra work and will require prior approval by the City before work is commenced. The failure of a loop due to sealant not maintained is not considered extra work and will be repaired at the Contractor's expense. 65 kk.Video Detectors (Where Present) Contractor shall verify that video detection camera lenses are clean and the system operable. The Contractor shall clean and polish all video detection camera lenses once every twelve (12) months, or as directed by the Engineer on an individual basis. At that time, all signal heads, mast arm mounted street name signs, and optically programmed signal heads, shall be re -aligned as necessary. II. Signs Traffic control signs shall be cleaned and adjusted as routine maintenance. When approved by eh Engineer, the Contractor shall repair or replace any damaged or missing traffic control signs or pedestrian push button plates affixed to any signal mast arm or pole under extraordinary maintenance, including red flags on certain mast arms. mm. Traffic Signal Controller Assembly The Contractor shall replace, repair, or otherwise render in good working order any and all defective traffic signal controller assemblies with like make and model assemblies as necessary to ensure the safe operation of said signal equipment. Solid state equipment shall be maintained according to the manufacturer's specifications. Traffic signal controller assemblies that become obsolete or that deteriorate beyond repair should be removed from service. The Contractor shall report such conditions to the Engineer along with sufficient evidence to support the replacement of the equipment. The replacement of the obsolete or unsalvageable equipment shall be at the discretion of the Engineer and any approved replacements shall constitute extra work. nn. Before Leaving Intersection Before leaving intersection during any routine or extraordinary maintenance, verify that all detector test switches are in "normal" position, and that the stop time switch is in the "auto" or "normal" position. Record all information (name, time, date, nature of work, etc.) in the cabinet log book. Immediately correct all safety deficiencies found during routine inspections and schedule non- emergency work with City staff. 28. EXTRAORDINARY MAINTENANCE Items of extraordinary maintenance are listed under "Extraordinary Maintenance" in Section B of the Contract Agreement and generally include the following: s Furnish and install replacement vehicle and pedestrian signal lamps incandescent and LED • Furnish and install replacement safety lights ■ Cut and install replacement detector loops • Paint signal equipment (with Engineer's approval) Extraordinary maintenance as listed in the Contract Agreement includes all the labor and materials necessary to ensure the safe and efficient operation of the City's traffic signal system that goes beyond the normal routine preventative maintenance program established by this Scope of Work. a. Lamp Replacement During any inspection, all broken or deteriorated parts shall be replaced as necessary. The Contractor shall furnish and replace all incandescent or LED signal lamps that have failed or burned -out with new LEDs. Programmed visibility lamps shall be replaced in kind, unless otherwise directed by the Engineer. Replacement of said vehicle signal lamps shall be considered extraordinary maintenance work as defined in this Scope of Work, unless said failure occurs within the initial warranty period of the signal lamp, All new LEDs shall be approved by the Engineer or his authorized representatives. Contractor shall indicate the date the signal lamp was installed on every signal lamp replaced and installed by Contractor. b. Inductive Circular Loop Replacement Install Type E circular detector loops per the following specifications: Detector loops shall conform to the Provisions in Section 86-5, "Detectors", of the Standard Specifications and this Scope of Work. Loops shall be installed on the same day in which the loop slots are cut. This shall include placement of the loop conductors and slot sealant. Loop detector lead-in cable shall be Type B. Detector loop locations shall be approved by the Engineer or his representative, in the field prior to installation. In testing a vacant loop, any drift that exceeds an average of more than 1 Hertz/minute shall be cause for rejection. Type E detector loops (circular), per Standard Plan ES -5B shall be six (6) feet in diameter. The sides of the slot shall be vertical and the minimum radius of the slot entering and leaving the circular part of the loop shall be three (3) inches. Slot width shall be a maximum of'/ inch. Loop wire for circular loops shall be Type 2. Slot sealant shall be Hot -Melt Rubberized Asphalt Sealant and conform to the provision in Section 86-5.01A(5) "Installation Details, of the Caltrans Standard Specifications and as directed by the Engineer in the field. 28. ADDITIONAL WORK Additional work includes all work not listed in the Contract Agreement as Routine Preventative Maintenance or Extraordinary Maintenance and shall include items such as, but not limited to, the following: • Furnish and install replacement signal poles and/or mast arms 67 ■ Furnish and install replacement signal heads • Furnish and install replacement cabinet assemblies • Furnish and install replacement signal interconnect cables • Furnish and install replacement signal controller assemblies • Emergency call -out response • Furnish and install other signal equipment as requested by the Engineer Work Authorization Additional work, except for emergency repairs as provided for in this Scope of Work, shall require prior written authorization from the Engineer. In situations requiring immediate response, verbal authorization from the Engineer or his authorized representative is sufficient followed by a written authorization. Payment for Additional Work Upon receipt of an itemized invoice within thirty (30) days of completion of work, the City shall compensate the Contractor for additional work including labor, material, equipment and markup as identified in Section D. In the event a negotiated price cannot be reached, the City reserves the right to solicit quotations or invite bids and award work to any contractor on extraordinary maintenance 29. PATENTS The Contractor shall assume all responsibilities arising from the use of patented materials, equipment, devices, or processes used on or incorporated in the work. 30. PERMITS, LICENSES, AND INSPECTIONS The Contractor and all its subcontractors shall obtain and pay for a City business license from the City of San Juan Capistrano prior to the commencement of work. The Contractor shall procure all permits and licenses, pay all charges and fees, and give all notices necessary and incidental to the due and lawful prosecution of the contract, except that a no -fee encroachment permit will be issued by the Engineer. All work performed, or equipment or parts supplied by the Contractor, shall be subject to inspections and approval of the Engineer, or his authorized representative. 31. WORK STOPPAGE It shall be the responsibility of the Contractor to provide continuous maintenance services, without any interruption of any traffic signals in the City. In case of any work stoppages due to labor strike or otherwise, Contractor shall provide by other means, and at its own cost, comparable continuous service under this Agreement as if there were no work stoppage. Failing to do so will cause the City to take whatever action(s) is deemed necessary to provide such service and the cost shall be borne by the Contractor. CITY * = BBS I/S # EXISTING SIGNALIZED INTERSECTION 23-1 Del Obispo Street & Ortega Highway 23-2 Del Obispo Street & Plaza D/W 23-3 Del Obispo Street & Camino Capistrano 23-4 Del Obispo Street & Paseo Adelanto 23-5 Del Obispo Street & Alipaz Street 23-6 Del Obispo Street & Aguacate Road 23-7 Del Obispo Street & Calle Aspero 23-8 Del Obispo Street & Vermeuien D/W * 23-9 Del Obispo Street & Camino Del Avian 23-10 Del Obispo Street & Bluefin Drive 23-11 Ortega Highway & El Camino Real 23-12 Camino Capistrano & Ortega Highway/Vardugo Street 23-13 Camino Capistrano & Avenida Golondrina 23-14 Camino Capistrano & Avenida Padre 23-15 Camino Capistrano & San Juan Creek Road 23-16 23-17 Camino Capistrano & Avenida Aeropuerto 23-18 Camino Capistrano & Costco D/W 23-19 San Juan Creek Road & Valle Road 23-20 Del Obispo Street & Via Belardes/Paseo Carolina 23-21 Camino Capistrano & Stonehill Drive 23-22 (FUTURE) Del Obispo Street & R/R Crossing (Queue Cutter) 23-23 Alipaz Street & Via Positiva 23-24 Camino Del Avion & Via Positiva 24-1 Rancho Viejo Road & Via Escolar 24-2 Rancho Viejo Road & Village Road 24-3 Rancho Viejo Road & Junipero Serra Road 24-4 Camino Capistrano & Junipero Serra Road 245 Camino Capistrano & La Zanja Street 24-6 Camino Capistrano & Acjachema Street 247 Rancho Viejo Road & Golf Club Drive 24-8 Rancho Viejo Road & Calle Arroyo 24-9 San Juan Creek Road & La Novia Avenue 24-10 La Novia Avenue & Via Entrada 24-11 Rancho Viejo Road & Avenida los Cerritos/ Paseo de la Rosa 24-12 Camino Las Ramblas & Via California * 24-13 Camino Capistrano & Oso Road 24-14 Junipero Serra Road & 1Serra High School D/W Proposal for Annual Maintenance Services For Citywide Traffic Signals Fiscal Year 2011-2012 through Fiscal Year 2015-2016 f"`i1v of Can roan r'ar;Otrnnn. section B -- Extraordinary Maintenance Items The following EXTRAORDINARY MAINTENANCE quantities are estimates only, and are provided solely for purpose of evaluating the proposals and for establishing the rates to be applied to actual EXTRAORDINARY MAINTENANCE performed. These estimates should not be construed as a.minimum or maximum of actual EXTRAORDINARY MAINTENANCE erformed er ear, ITEM CONTRACT ITEM ESTIMATED UNIT UNIT TOTAL NO, DESCRIPTION QUANTITY TYPE PRICE PRICE 6:* Replacement of ino erable safe light 20 Ea. $60 $1,200.00 7.** Replacement of rectangular loop detector with 30 Ea. x+305.00 $9,150.00 Type "E" 6' diameter round loop, including saw -cut lead-in and cable splicing with hot - melt sealant ;1 9." Replacement of LED Type I module Red Ball 20 Ea, $90.00 $1,800.00 vehicle lamp assembly Replacement of Incandescent or LED with 10 Ea. $89.00 $890.00 LED type I module -Yellow Ball Vehicle Lamp Assembly 10.* Replacement of LED Type I module Green 20 Ea. $133.00 $2,660.00 Ball vehicle lamp assembl 11."' Replacement of LED Type I module Red 10 Ea. $79.00. $790.00 Arrow vehicle lampassembly 12.* Replacement of Incandescent or LEIS with 10 Ea. $77.00 $770.00 LED Type I module Yellow Arrow vehicle lamp assembly 13.* Replacement of LED Type 1 module Green 10 Ea. $111.00 $1,110,00 Arrow vehicle lamp assembl 14,* Replacement of Walk/Don't Walk, or 10 Ea. $396.00 $3,960.00 Walkman/Hand pedestrian non -LEO, signal to Include LED module with clamshell mounting, 15,* -:FI'e Idcement of Pedestrian LED module 20 Ea. � $317.00 $6,340 * When s6l3eiluled or found on the Preventative Maintenance Check during straight time. *'k When 4 or more at a single location, in asphalt 3 Traffic Signal and Street Lighting Maintenance Services for the City of San Juan Capistrano Proposal Cost Schedule/Non-Collusion Affidavit 'k When scheduled or found on the Preventative Maintenance Check during straight time. *�".Vvhen 4 or more at a single location, in asphalt ** Labor.r)nly, no materials included ki ITEM CONTRACT ITEM ESTIMATED UNIT UNIT TOTAL NO. DESCRIPTION QUANTITY TYPE PRICE PRICY 15' Replacement of P.P.13 symbol sign with 20 Ea. $33.00 $660.00 current sign per Federal Standard 17, Fainting of all pedestrian heads and 10 Ea. $496.00 $4,950.00 frameworks Der Intersection 1B. Painting of all signal heads, backplates and 10 Ea. $1,088.00 $10,880.00 framework per Intersection 19. Painting of all pedestrian button assemblies 10 Ea. $144.00 $1,440.00 -_per intersection 20. Painting of traffic signal controller cabinet & 5 Ea. $485.00 $2,475.00 electrical service cabinet per signalized intersection 2,1. Complete testing of new traffic signal 5 Ea. $800.00 $4,000.00 controller cabinet including all Internal e ui ment & written cerfracatlon 22. Annual conflict/malfunction monitoring testing 35 Ea. $53.00 $1,855.00 per intersection 23.4", aka Installation of traffic signal head, all types 10 Ea. $180.€10 1,80,00 24.**, Replacement of all batteries for battery back- 3 Ea. $98.00 $294.00 up system per Intersection S Annual Extraordinary Maintenance: $57,034.00 ' Total Items Nos. 6 throw h 27 A Annual Routine Preventative Maintenance (see page E2 $25,254,00 Grand Total: "A" Plus "B° $82,288.00 'k When scheduled or found on the Preventative Maintenance Check during straight time. *�".Vvhen 4 or more at a single location, in asphalt ** Labor.r)nly, no materials included ki Tfie vsidersigned understands that the foregoing quantities are approximate only, being given as a basis J.i the comparison of proposals and to establish unit prices and the City of San Juan Capistrano does not, expressly or by implication, agree that the actual amount of work will correspond therewith, but reserves the right to increase or decrease the amount of any class or portion of the work or to omit portions of the work as may be deemed necessary or advisable and in the best interests of the City by the Engineer. If this proposal shall be accepted and the undersigned shall fail to enter into the contract and to furnish the two bonds in the amounts required, with surety satisfactory to the City of San Juan Capistrano, and the required Certificate of Insurance with endorsements within ten days, not including Saturdays, Sundays and legal holidays, after the date of the Notice of Award from the Engineer, the City of San Juan Capistrano may, at its option, determine that the Contractor has abandoned the contract, and thereupon this proposal and the acceptance thereof shall be null and void. The undersigned Contractor hereby acknowledges that he/she understands the bonding requirements of the City of San Juan Capistrano which, per City Code, states that the surety company roust be duly authorized to issue such bonds or insurance in the State of California. The Certificate of Insurance with endorsements must be with a company of A.M. Best's Ivey Rating of Grade A and Class VII (seven) with an Admitted Insurer, or Grade A- or better and Class X (ten) or better with a Surplus Line Broker, Workers' compensation insurance with a company of A.M. Best's Key Rating of Grade B- or better and Class VII (seven) or better, or offered by State Compensation Fund is acceptable. C :entractor shall provide to the City within ten: (10) working days after the date of notice of award of &tract the aforementioned insurance certificate(s) with endorsements which must meet the requirements of ihe specifications and comply with the contract documents. Failure to comply with this requirement may result in annulment of the award, and City will pursue award to the next qualified responsive Contractor. Contractor is advised that insurance requirements are non-negotiable and City will not consider waiving insurance requirements. There are no exceptions. -Th6 names of all persons interested in the foregoing proposal as principals are as follows: 1&2ORTANT NOTICE: If the bidder or other interested person is a corporation, state legal name of corporation and names of the president, secretary, treasurer, and manager thereof; if a co -partnership, state true name of firnx and names of all individual co-partners composing firm; if the bidder or other interested person is an individual, state first and last names in full. Legal name of co oration: Econol to Traffic Engineering & Maintenonee, lite. President: Rodney Mathis __,-- Secretar_y_ Linda Doyle — Treristiter: John Tracey _ .. r :�.. Manager; Rodney Mathis Title: Rodney Maths, -President.:-' Date: June 3. 2011 NOTE: If the bidder is a corporation, the legal name of the corporation shall be set forth above, together with the signature of the officer or officers authorized to sign contracts on behalf of the corporation; if the bidder is a -co -partnership the true naive of the firm shall be set forth above, together with the signature of the partner or partners authorized to sign contracts on behalf of the co -partnership; and if the bidder is an individual, his signature shall be placed above. If signature is by an agent, other than an officer of a corporation or a member of a copartnership, a Power`of Attorney must be on file with the City of San Juan Capistrano prior to the opening of proposals or submitted with the proposal; otherwise, the bid will be disregarded as irregular and unauthorized. Business Address 3360 East La Palma Avenue Aaaheirrt .CA.92806._......._.---..___-- Cnntractor shall list the name and address of the place of business of each subcontractor required to be listed by the provisions in Section 2-3 "Subcontractor" of the Standard Specifications to whom the Contractor proposes to subcontract portions of the work. LIST OF SUBCONTRACTORS Name, Address & Telephone No of Subcontractor Smithson Electric I939 E. Kateila - OMae, CA 92867 71 997-9556 Type of Work to be Done Percentage of Work by Subcontractor Loop detectors <5% 7 AMENDMENT TO PERSONAL SERVICES AGREEMENT THIS AMENDMENT TO THE PERSONAL SERVICES AGREEMENT between the CITY OF SAN JUAN CAPISTRANO ("City") and AEGIS ITS (Contractor) is made and entered into, to be effective the day of 2016, as follows: WHEREAS, City and Contractor entered into an Agreement dated June 21St, 2011, for Contractor to provide traffic signal maintenance services, and WHEREAS, City and Contractor now desire to extend the term of the agreement to June 30, 2018 and authorize compensation under the Agreement, accordingly. AMENDMENT NOW, THEREFORE, in consideration of the promises and mutual covenants contained therein, the City and Contractor agree to amend the Agreement as follows: Section 2. Term Section 2 (Term) is hereby amended to read as follows: This agreement shall commence on July 1, 2011. This agreement shall be for a one year period with Six (6) one-year extensions. Agreement extensions shall be based on staff review of the Contractors performance. This agreement shall terminate June 30, 2018. Section 13. Indemnity. Section 13. (Indemnity) is hereby amended to read as follows: 13.1.1 To the fullest extent permitted by law, Contractor shall defend (with counsel reasonably approved by the City), indemnify and hold the City, its officials, officers, employees, agents and volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, (collectively, "Claims') in any manner arising out of, pertaining to, or incident to any alleged negligent acts, omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Contractor's services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and reasonable attorneys' fees and other related costs and expenses, except to the extent such Claims arise from the active negligence or willful misconduct of the City, its officials, officers, employees, agents, and volunteers. 61147.02100\26179219.4 ATTACHMENT 2 Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to Claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its officials, officers, employees, agents or volunteers. 13.1.2. Additional Indemnity Obligations. Contractor shall defend, at Contractor's own cost, expense and risk, any and all Claims covered by this section that may be brought or instituted against the City, its officials, officers, employees, agents or volunteers. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against the City, its officials, officers, employees, agents or volunteers as part of any such claim, suit, action or other proceeding. Contractor shall also reimburse City for the cost of any settlement paid by the City, its officials, officers, employees, agents or volunteers as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for the City's reasonable attorney's fees and costs, including expert witness fees. Contractor shall reimburse the City, its officials, officers, employees, agents and volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its officials, officers, employees, agents and volunteers. Section 14. Insurance. Section 14. (Insurance) is hereby be amended to read as follows: 14. 1.1 Time for Compliance. Contractor shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this Section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this Section. 14.1.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's 61147.02100\26179219.4 Liability Insurance. The policy shall not contain any exclusion contrary to the Agreement, including but not limited to endorsements or provisions limiting coverage for (1) contractual liability (including but not limited to ISO CG 24 26 or 2129); or (2) cross liability for claims or suits by one insured against another. (B) Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: Five Million ($5,000,000) per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used including, but not limited to, form CG 2503, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: One Million ($1,000,000) per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of One Million ($1,000,000) per accident for bodily injury or disease. Defense costs shall be paid in addition to the limits. (C) Notices; Cancellation or Reduction of Coverage. At least fifteen (15) days prior to the expiration of any such policy, evidence showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or materially reduced, Contractor shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, the City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by the City will be promptly reimbursed by Contractor or the City may withhold amounts sufficient to pay premium from Contractor payments. In the alternative, the City may suspend or terminate this Agreement. (D) Additional Insured. The City of San Juan Capistrano, its officials, officers, employees, agents, and volunteers shall be named as additional insureds on Contractor's and its subcontractors' policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents. 14.2.1 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A) General Liabilit . The general liability policy shall include or be endorsed (amended) to state that: (1) using ISO CG forms 20 10 and 20 37, or endorsements providing the exact same coverage, the City of San Juan Capistrano, its officials, officers, employees, agents, and volunteers shall be covered as additional insured with respect to the Services or ongoing and complete operations performed by or 61147.02100\26179219.4 on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work; and (2) using ISO form 20 01, or endorsements providing the exact same coverage, the insurance coverage shall be primary insurance as respects the City, its officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any excess insurance shall contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of the City, before the City's own primary insurance or self-insurance shall be called upon to protect it as a named insured. Any insurance or self-insurance maintained by the City, its officials, officers, employees, agents, and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. Notwithstanding the minimum limits set forth in Section 3.2.11.2(B), any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section 3.2.11.3(A). (B) Automobile Liability. The automobile liability policy shall include or be endorsed (amended) to state that: (1) the City, its officials, officers, employees, agents, and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its officials, officers, employees, agents, and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. Notwithstanding the minimum limits set forth in Section 3.2.11.2(B), any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section 3.2.11.3(B). (C) Workers' Compensation and Employer's Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its officials, officers, employees, agents, and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Contractor. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days (10 days for nonpayment of premium) prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its officials, officers, employees, agents, and volunteers. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officials, officers, employees, agents and volunteers, or any other additional insureds. 61147.02100\26179219.4 14.2.2 Separation of Insureds: No Special Limitations, Waiver of Subrogation. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its officials, officers, employees, agents, and volunteers. All policies shall waive any right of subrogation of the insurer against the City, its officials, officers, employees, agents, and volunteers, or any other additional insureds, or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, its officials, officers, employees, agents, and volunteers, or any other additional insureds, and shall require similar written express waivers and insurance clauses from each of its subcontractors. 14.2.3 Deductibles and Self -Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. Contractor shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officials, officers, employees, agents, and volunteers; or (2) the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 14.2.4 Subcontractor Insurance Requirements. Contractor shall not allow any subcontractors to commence work on any subcontract relating to the work under the Agreement until they have provided evidence satisfactory to the City that they have secured all insurance required under this Section. If requested by Contractor, the City may approve different scopes or minimum limits of insurance for particular subcontractors. The Contractor and the City shall be named as additional insureds on all subcontractors' policies of Commercial General Liability using ISO form 20 38, or coverage at least as broad. 14,2,5 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. 14.2.6 Verification of Coverajae. Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 14.2.7 Reporting of Claims. Contractor shall report to the City, in addition to Contractor's insurer, any and all insurance claims submitted by Contractor in connection with the Services under this Agreement. 61147.02100\26179219.4 14.3.1 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. Section 9. Compliance with Law Section 9 (Compliance with Law) is hereby be amended to read as follows: Contractor shall comply with all applicable laws, ordinances, codes and regulations of federal, state and local government. All other terms and conditions of said Agreement shall remain in full force and effect. CITY OF SAN JUAN CAPISTRANO BEN SIEGEL, CITY MANAGER AEGIS ITS ATTEST: MARIA MORRIS, CITY CLERK APPROVED AS TO FORM: JF. 'REY BALLINGER, CITY ATTORNEY 61147.02100\26179219.4