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2020/05/26 City Council Resolution 2020-044 RESOLUTION NO. 2020-044 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK AUTHORIZING THE CITY MANAGER TO EXECUTE A MAINTENANCE AGREEMENT WITH DC ELECTRIC GROUP, INC., A COMMERCIAL ELECTRICAL CONTRACTOR AND RELATED ACTIONS WHEREAS, in March 2020, Sonoma County issued a Request for Proposals (RFP) for traffic signal maintenance and other routine signal-related items for the County and received one proposal, from DC Electric Group, Inc. (DC Electric); and WHEREAS, staff has reviewed DC Electric’s proposal in response to the RFP and determined that they are also qualified to perform City traffic signal maintenance work; and WHEREAS, staff has also confirmed that DC Electric would pass along the same competitive pricing that is in the Sonoma County proposal; and WHEREAS, staff recommends awarding a contract to DC Electric to maintain the City’s traffic infrastructure for the following reasons: • DC Electric has been the selected contractor for 7 other agencies in Sonoma County, and consistency to operate and maintain traffic infrastructure similar to the rest of the County is in the best interest of the City; • DC Electric is the only contractor with the knowledge of the City’s Advanced Traffic Management System to be able to assist staff in the capacity that’s needed to operate that system; and • The City’s procurement policy authorizes purchasing directly from a vendor at a price established by competitive bidding by another public jurisdiction that is in substantial compliance with the City’s competitive procurement requirements. WHEREAS, the current maintenance agreement with DC Electric has expired and since initial contract implementation, several signals and rectangular rapid flashing beacons for pedestrians have been added to the City’s assets, and a new contract with updated language and service locations is appropriate; and NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rohnert Park that it does hereby authorize and approve an agreement by and between DC Electric, a commercial electrical contractor, and the City of Rohnert Park, a municipal corporation, for the services as shown in Exhibit “A”, subject to minor modifications by the City Manager or City Attorney. BE IT FURTHER RESOLVED by the City Council of the City of Rohnert Park that it does hereby authorize the City Manager to execute the Maintenance Agreement with DC Electric, Inc. BE IT FURTHER RESOLVED that the items contemplated in the Maintenance Agreement are exempt under CEQA Guideline 15301, as the work consists of only minor alterations, repair, and maintaining operations to existing infrastructure. DULY AND REGULARLY ADOPTED this 261h day of May, 2020. CITY OF ROHNERT PARK w Joseph Ca inan, Mayor ATTEST: S Cuevas, Assistant City Clerk, _-- On behalf of JoAnne M. Buergler, City Clerk Attachment: Exhibit A ADAMS: BELFORTE: STAFFORD: MACKENZIE: CALLINAN• AYES: ( � )10=ES: ( � ) AB E : ( o ) ABSTAIN: ) Resolution 2020-044 2 OAK #4834-2996-8824 v1 DRAFT 3/30/20 AGREEMENT FOR MAINTENANCE SERVICES AND EMERGENCY REPAIRS Between THE CITY OF ROHNERT PARK, a municipal corporation and DC Electric Group Inc., a commercial electrical contractor Dated: ___________________ OAK #4834-2996-8824 v1 DRAFT 3/30/20 AGREEMENT FOR MAINTENANCE SERVICES This Agreement for Maintenance Services (“Agreement”) is entered into as of the date referenced on the cover page (“Effective Date”) between the City of Rohnert Park, a municipal corporation (“City”) and ____________________________ (“Contractor”) (collectively the “Parties”). In consideration of the mutual promises and covenants made by the parties and contained here and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows: SECTION 1. SCOPE OF SERVICES 1.1 Term. Subject to the provisions of Section 8 [Termination] of this Agreement, the term of this Agreement is for 3 years commencing on the Effective Date (“Term”). 1.2 Contractor Services. Subject to the terms and conditions of this Agreement, Contractor agrees to perform for City those maintenance services specified in the Scope of Services attached hereto and incorporated herein by reference as Exhibit “A” [Scope of Services] (“Services”). Contractor agrees to furnish, for the compensation provided for herein, all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately perform and complete the Services. The Services shall be subject to inspection and approval by City. Contractor agrees to work closely with City staff in the performance of the Services and shall be available to City’s staff and consultants at all reasonable times. If the Agreement is extended beyond 3 years, the Contractor may request an adjustment of the flat rate, labor, and Equipment costs specified in the Exhibit B. Changes in labor or equipment costs shall not exceed the change in the Consumer Price Index (CPI) since the immediately preceding amendment to such rates. The CPI to be used in rate adjustments shall be the all Urban Consumers (1982-84=100) for the San Francisco- Oakland-San Jose, California area as published by the United States Department of Labor Statistics. The Contractor and the City, may by mutual agreement, amend the Exhibit B, provided, however, no more than one amendment may be made in each schedule in any calendar year. Increases due to the cost of Contractor’s general liability insurance may be negotiated and approved by City when said increases are properly documented by Contractor. 1.3 Extra Work. Contractor shall not be compensated for any work or services rendered in connection with its performance of this Agreement, which are in addition to or outside of the Services (“Extra Work”), except as expressly provided for herein. It shall be Contractor’s responsibility to ensure that the scope and price of any Extra Work to be performed by Contractor is approved by City in writing in advance of Contractor’s commencement of the Extra Work in accordance with Section 9.10 [Amendments] and Section 9.19 [Administration and Implementation]. City shall not be obligated to pay for or otherwise be liable for unauthorized Extra Work performed by Contractor. 1.4 General Warranty. Contractor warrants all Services under this Agreement (which for purposes of this Section shall be deemed to include unauthorized Extra Work which has not been removed and any non-conforming materials incorporated into the Services) to be of good quality and free from any defective or faulty material and workmanship. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the Services, whether express or implied, are deemed to be obtained by Contractor for the benefit of City, regardless of whether or not such warranties and guarantees have been transferred or assigned to City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of City. OAK #4834-2996-8824 v1 DRAFT 3/30/20 1.5 Repair of Defects. Contractor agrees that for a period of one (1) year from and after final acceptance of the Services, or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the Services, whichever is later, Contractor shall within ten (10) days after being notified in writing by City of any defect in the Services or non-conformance of the Services, commence and prosecute with due diligence all work and services necessary to fulfill the terms of the warranty at its sole cost and expense. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the work, facilities, fixtures, or materials damaged by its defective Services or which becomes damaged in the course of repairing or replacing defective Services. For any Services so corrected, Contractor's obligation hereunder to correct defective Services shall be reinstated for an additional one year period, commencing with the date of acceptance of such corrected Services. Contractor shall perform such tests as City may require to verify that any corrective actions are adequate to remedy the defective condition. In the event that Contractor fails to perform its obligations under this Section to the reasonable satisfaction of City, then City shall have the right to correct and replace any defective, non-conforming, or damaged Services at Contractor's sole expense. Contractor shall be obligated to fully reimburse City for any expenses incurred hereunder upon demand. 1.6 Contractor’s Representative. Contractor hereby designates the representative named in Exhibit “C” [Representatives], or his or her designee, to act as its representative for the performance of this Agreement (“Contractor’s Representative”). Contractor’s Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. Contractor’s Representative shall supervise and direct the Services, using his or her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. SECTION 2. COMPENSATION AND METHOD OF PAYMENT 2.1 Compensation. City shall pay to Contractor for non-disputed Services rendered, the compensation set forth in Exhibit “B” [Compensation] attached hereto and incorporated herein by reference. Total compensation to Contractor for the Services shall not exceed the total price or “not to exceed” amount set forth in Exhibit “B,” without the prior written approval of City in accordance with Section 8.11 [Amendments] and Section 8.20 [Administration and Implementation]. 2.2 Payment of Compensation. Contractor shall submit periodic (monthly or quarterly as specified in Exhibit “B”) invoices together with an itemized statement of Services provided. The statement shall describe the Services provided, the percent of work completed by item, together with such other reasonable detail and supporting documentation as may be required by the City Manager, or his/her designee. City will review the statement and pay, with the exception of any charges for work performed or expenses incurred by Contractor which are disputed by City, within 30 days of receiving such statement, all approved charges thereon. Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defect in work performed by Contractor. 2.3 Appropriations. This Agreement is subject to and contingent upon funds being appropriated therefore by the City Council of City for each fiscal year covered by the Agreement. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. SECTION 3. RESPONSIBILITIES OF CONTRACTOR 3.1 Control and Payment of Subordinates; Independent Contractor. Contractor agrees that all Services shall be performed by Contractor or under its supervision. The personnel performing the Services under this Agreement on behalf of Contractor shall at all times be under the Contractor’s OAK #4834-2996-8824 v1 DRAFT 3/30/20 exclusive direction and control. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. Contractor is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Contractor shall have no authority to bind City in any manner, nor to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Neither Contractor, nor any of Contractor’s officers, employees or agents, shall obtain any rights to retirement, healthcare or any other benefits which may otherwise accrue to City’s employees. Contractor expressly waives any claim Contractor may have to any such rights. 3.2 Standard of Care and Licenses. Contractor agrees that all Services shall be performed in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and warrants that it, its employees and subcontractors shall have sufficient skill and experience to perform the Services and that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained in good standing throughout the term of this Agreement. 3.3 Required Corrections. Contractor shall perform, at its own expense and without reimbursement from the City, any work necessary to correct errors or omissions that are caused by the Contractor’s failure to comply with the standard of care provided for herein. 3.4 Law and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. 3.5 Safety. Contractor shall perform the Services, and maintain its work area, so as to avoid injury or damage to any person or property and shall otherwise 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. 3.6 Labor Code and Prevailing Wage Requirements. 3.6.1 Apprenticeable Crafts. To the extent applicable, Contractor shall comply with the provisions of Section 1777.5 of the Labor Code with respect to the employment of properly registered apprentices upon public works. 3.6.2 Hours of Work. To the extent applicable, Contractor shall comply with the legal days work and overtime requirements of Section 1813 of the Labor Code. 3.6.3 Payroll Records. In accordance with the requirements of Labor Code Section 1776, Contractor shall keep accurate payroll records which are either on forms provided by the Division of Labor Standards Enforcement or which contain the same information required by such forms. Contractor shall make all such records available for inspection at all reasonable hours. 3.6.4 Prevailing Wage Laws. Contractor represents and warrants that it is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “Public Works” and “Maintenance” projects. If the Services are being performed as part of an applicable “Public Works” OAK #4834-2996-8824 v1 DRAFT 3/30/20 or “Maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Contractor’s principal place of business and any location where the Services are performed. 3.6.5 Indemnity from Wage Determination. In addition to the General Indemnity provided in Section 4 of this Agreement, Contractor expressly agrees to and shall indemnify, defend, and hold City, its elected and appointed officials, officers, agents, servants, employees, attorneys and contractors harmless from and against any Action (including, but not limited to any inquiry, investigation, wage determination, or other Action by the California Department of Industrial Relations or any Division thereof), claim liability, loss, damage, entry, costs, or expenses (including, but not limited to attorney fees, expert fees, and court costs) which arises out of, or is in any way connected to, compliance with California’s Prevailing Wages Laws with regard to this Agreement. 3.7 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sexual orientation, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 3.8 Unauthorized Aliens. Contractor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. SECTION 4. INDEMNIFICATION 4.1 Indemnity. Except as to the sole negligence of City, Contractor expressly agrees to, and shall, indemnify, defend, release, and hold City, and its respective officials, officers, employees, agents, and contractors harmless from and against any Action, liability, loss, damage, entry, judgment, order, lien, and Costs and Expenses which arises out of, or are in any way related to, any act or omission of Contractor, or its officers, directors, employees, agents, or contractors, connected with the performance or failure to perform under this Agreement, notwithstanding that City may have benefited therefrom, or any challenge to this Agreement. This Section shall apply to any acts or omissions, willful misconduct or negligent conduct, whether active or passive, on the part of Contractor’s officers, directors, employees, agents and contractors, including but not limited to acts or omissions in any way related to, the release, treatment, use, generation, transportation, storage, or disposal in, on, under, to, or from the location at which work under this Agreement is performed of any Hazardous Substances by Contractor or its officers, directors, employees, agents, and subcontractors. The Parties expressly agree that any payment, or Costs and Expenses City incurs or makes to, or on behalf of, an injured employee under City’s workers’ compensation or other insurance, is included as a loss or Costs and Expenses for the purpose of this Section. City shall not be responsible for any acts, errors or omissions of any person or entity except City and its officers, agents, servants, employees or contractors. The Parties expressly agree that the obligations of Contractor under this Section shall survive the expiration or early termination of the Agreement. 4.2 Action. For purposes of this Agreement, “Action” shall mean any suit (whether legal, equitable, or declaratory in nature), proceeding or hearing (whether administrative or judicial), arbitration or mediation (whether voluntary, court-ordered, binding, or non-binding), or other alternative dispute resolution process, and the filing, recording, or service of any process, notice, OAK #4834-2996-8824 v1 DRAFT 3/30/20 claim, demand, lien, or other instrument which is a prerequisite or prelude to commencement of the Action. 4.3 Costs and Expenses. For purposes of this Agreement, “Costs and Expenses” shall mean all costs and expenses, to the extent reasonable in amount, actually and necessarily incurred by a Party in good faith in the investigation, prosecution or defense of an Action, including, but not limited to, court costs, filing, recording, and service fees, copying costs, exhibit production costs, special media rental costs, attorney’s fees, consultant fees, fees for investigators, witness fees (both lay and expert), travel expenses, deposition and transcript costs, and any other costs or expenses, the award of which a court of competent jurisdiction may determine to be just and reasonable. 4.4 Hazardous Substances. For purposes of this Agreement, “Hazardous Substances” shall mean any and all of the following: a. any substance, product, waste or other material of any nature whatsoever which is or becomes listed, regulated, or for which liability arises for misuse, pursuant to the Comprehensive Environmental Response Compensation and Liability Act (“CERCLA”), 42 U.S.C. §9601, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. §1801, et seq.; the Resource Conservation and Recovery Act (“RCRA”), 42 U.S.C. §6901, et seq.; the Toxic Substances Control Act, 15 U.S.C.S. §2601, et seq.; the Clean Water Act, 33 U.S.C. §1251, et seq.; the Insecticide, Fungicide, Rodenticide Act, 7 U.S.C. §136, et seq.; the Superfund Amendments and Reauthorization Act, 42 U.S.C. §6901, et seq.; the Clean Air Act, 42 U.S.C. §7401, et seq.; the Safe Drinking Water Act, 42 U.S.C. §300f, et seq.; the Solid Waste Disposal Act, 42 U.S.C. §6901, et seq.; the Surface Mining Control and Reclamation Act, 30 U.S.C. §1201, et seq.; the Emergency Planning and Community Right to Know Act, 42 U.S.C. §11001, et seq.; the Occupational Safety and Health Act, 29 U.S.C. §§655 and 657; the Hazardous Waste Control Act, California Health and Safety Code (“H.&S.C.”) §25100, et seq.; the Hazardous Substance Account Act, H.&S.C.§25330, et seq.; the California Safe Drinking Water and Toxic Enforcement Act, H.&S.C. §25249.5, et seq.; the Underground Storage of Hazardous Substances, H.&S.C. §25280, et seq.; the Carpenter-Presley- Tanner Hazardous Substance Account Act, H.&S.C. §25300, et seq.; the Hazardous Waste Management Act, H.&S.C. §25170.1, et seq.; the Hazardous Materials Response Plans and Inventory, H.&S.C. §25001, et seq.; the Porter-Cologne Water Quality Control Act, Water Code §13000, et seq., all as they may from time to time be amended; and b. any substance, product, waste or other material of any nature whatsoever which is or becomes listed, regulated, or for which liability for misuse arises pursuant to any other federal, state or local statute, law, ordinance, resolution, code, rule, regulation, order or decree due to its hazardous, toxic or dangerous nature. SECTION 5. RECORDS AND DOCUMENTS 5.1 Accounting Records. 5.1.1 Maintenance and Inspection. Contractor shall maintain complete and accurate records with respect to all expenses incurred under this Agreement. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the Services provided by Contractor pursuant to this Agreement. All such records shall be clearly identifiable. 5.1.2 Inspection and Copying. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, OAK #4834-2996-8824 v1 DRAFT 3/30/20 data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. At no cost to City, Contractor shall provide copies of such documents or records directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Contractor’s address indicated for receipt of notices in this Agreement. 5.2 Ownership of Documents. All original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared, developed or discovered by Contractor in the course of providing the Services shall become the sole property of City and may be used, reused or otherwise disposed of by the City without the permission of the Contractor. Upon completion, expiration or termination of this Agreement, Contractor shall turn over to City all such original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents SECTION 6. INSURANCE 6.1 Maintenance of Insurance. Prior to the beginning of and throughout the term of this Agreement, Contractor will maintain insurance in conformance with requirements established by City for the type of Services being performed. Contractor acknowledges that prior to the Effective Date of this Agreement, City provided to Contractor the applicable insurance requirements, a copy of which are attached hereto as Exhibit “D” [Insurance]. Contractor acknowledges that the insurance coverage and policy limits provided by City constitute the minimum amount of coverage required. Any insurance proceeds in excess of the limits and coverage required in this Agreement and which are applicable to a given loss, will be available to the City. 6.2 Subcontractors Insurance. Contractor agrees to ensure that subcontractors, and any other party involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contractor agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 6.3 Modification of Insurance Provisions. The City Manager may make reasonable amendments to the insurance requirements of this section, with the written concurrence of the Finance Director or Risk Manager, in accordance with Section 8.20 [Administration and Implementation] after considering the Scope of Services, potential liabilities, and the required level of insurance to adequately protect the City. SECTION 7. TERMINATION. 7.1 Termination by City. City may, by written notice to Contractor, terminate with or without cause, and without any prior notice of default or right to cure by Contractor, the whole or any part of this Agreement at any time and by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least five (5) days before the effective date of such termination. Upon termination, Contractor shall be compensated only for those non-disputed Services that have been adequately rendered to City, and Contractor shall be entitled to no further compensation. 7.2 Termination by Contractor. Contractor may, by written notice to City, terminate this Agreement based upon City’s failure to timely cure a default under this Agreement as provided herein. At least forty-five (45) days prior to termination, Contractor shall provide City with a written OAK #4834-2996-8824 v1 DRAFT 3/30/20 notice specifying City’s alleged default and providing City with a forty-five (45) day period to cure the default. Should City timely cure such default, the Agreement shall not be subject to termination. Should City fail to timely or adequately cure such default, Contractor may terminate this Agreement by issuance of written notice to City. SECTION 8. GENERAL PROVISIONS 8.1 Assignment or Transfer. Contractor shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 8.2 Loss and Damage. Contractor shall be responsible for all loss and damage which may arise out of the nature of the Services agreed to herein, or from the action of the elements, or from any unforeseen difficulties which may arise or be encountered in the prosecution of the Services until the same is fully completed and accepted by City. 8.3 Time is of Essence. Time is of the essence in the performance of this Agreement and each of its terms. 8.4 Liquidated Damages For Emergency Response. The Parties agree that City has a legitimate interest in ensuring that Contractor provides the Services (including performance of all duties and responsibilities) required under this Agreement in a consistent and reliable manner. The Services under this Agreement include emergency maintenance and repair work that may impact the operations of the City and the health, safety and general welfare of the public, where a delay in performance, failure to timely provide such Services or to provide them in an inadequate manner will cause City to suffer damages and that it is, and will be, impractical and extremely difficult to ascertain and determine the exact amount of damages or to calculate actual damages. Therefore, in addition to City’s right to treat such non-performance as a material breach of, and to terminate, this Agreement, the Parties agree that liquidated damages, as provided herein, represent a reasonable estimate of the monetary damages that reasonably could be anticipated and that proof of actual damages would be costly or impractical. The Parties specifically confirm the accuracy of the statements made above and the fact that each Party has had ample opportunity to consult with legal counsel and obtain an explanation of the liquidated damage provisions at the time that the Agreement was made. Therefore, in lieu of actual damages, Contractor agrees to pay to the City, not as a penalty but as liquidated damages, the amount of $500 for each hour or fraction thereof for Contractor’s delay in performance beyond the one hour period provided for in Task 10 of the Scope of Work for Emergency Call response. City may, at its election, deduct any assessed liquidated damages from payment due, or that will become due, to Contractor from City. 8.5 Excusable Delays. Contractor shall not be liable for damages, including liquidated damages, if any, caused by delay in performance of failure to perform due to causes beyond the control of Contractor. Such causes include, but are not limited to, acts of God, acts of the public enemy, acts of federal, state or local governments, acts of City, court orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather. 8.6 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of the Agreement. OAK #4834-2996-8824 v1 DRAFT 3/30/20 8.7 Governing Law. This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the parties, venue in state trial courts shall lie exclusively in the County of Sonoma. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Northern District of California. 8.8 Integration. This Agreement, including the attached Exhibits “A” through, is the entire, complete, final and exclusive expression of the parties with respect to the matters addressed therein and supersedes all other agreements or understandings, whether oral or written, or entered into between Contractor and City prior to the execution of this Agreement. No statement, representation or other agreement, whether oral or written, made by any party which is not embodied herein, shall be valid and binding. 8.9 Severability. If a term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s). 8.10 Prohibited Interests. Contractor represents and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. 8.11 Amendments. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by Contractor and City. The City Manager shall have the authority to approve any amendment to this Agreement if the total compensation under this Agreement, as amended, would not exceed the City Manager’s contracting authority under the Rohnert Park Municipal Code. All other amendments shall be approved by the City Council. The Parties agree that the requirement for amendments or modifications to be in writing cannot be waived and that any attempted waiver shall be void. 8.12 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 8.13 Delivery Of Notices. All notices required or permitted to be given under this Agreement shall be in writing and shall be given to the respective parties at the addresses listed in Exhibit “C”, or at such other address as the respective parties may provide in writing for this purpose. Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.14 Binding Effect. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties. 8.15 Waiver. Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party or any breach of the provisions of this Agreement shall not constitute a waiver of any other provision, nor a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any Services by Contractor shall not constitute a waiver of any of the provisions of this Agreement. OAK #4834-2996-8824 v1 DRAFT 3/30/20 8.16 Attorney’s Fees, Costs and Expenses. In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing party in such litigation or other proceeding shall be entitled to an award of reasonable attorney’s fees and Costs and Expenses, in addition to any other relief to which it may be entitled. 8.17 Subcontracting. Contractor shall not subcontract any portion of the Services, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain provisions making them subject to all provisions of this Agreement, and specifically listing those provisions requiring indemnification of the City and maintenance of insurance. 8.18 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 8.19 Authority To Execute. The person or persons executing this Agreement on behalf of Contractor represents and warrants that he/she/they has/have the authority to so execute this Agreement and to bind Contractor to the performance of its obligations hereunder. 8.20 Administration and Implementation. This Agreement shall be administered and executed by the City Manager or his or her designated representative. The City Manager shall have the authority to issue interpretations and to make amendments to this Agreement, including amendments that commit additional funds, consistent with Section 8.11 [Amendment] and the City Manager’s contracting authority under the Rohnert Park Municipal Code. 8.21 Additional Work; Use of City Forces. Nothing in this Agreement shall be interpreted to limit the authority of the City to perform any work by use of City forces, or in the alternative, to procure such work from an alternate contractor. OAK #4834-2996-8824 v1 DRAFT 3/30/20 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF ROHNERT PARK DC ELECTRIC GROUP, INC. ________________________________ ______________________________ Darrin Jenkins, City Manager (Authorized Officer) APPROVED BY RESOLUTION ___________ ON ________________ of _______________ Title____________________________ ATTEST: Print Name: _____________________ ________________________________ JoAnne Buergler, City Clerk APPROVED AS TO FORM: ________________________________ City Attorney OAK #4834-2996-8824 v1 EXHIBIT “A” SCOPE OF SERVICES Scope of Services PROJECT MANAGER FOR THE CITY: All questions and requests for the City shall be directed to Vanessa Garrett for timing, coordination, and invoicing, 707- 588-2251, and Tom Kelley for maintenance, repair, and invoicing, 600 Enterprise Drive, Rohnert Park, 707-588-3312. PROJECT MANAGER FOR CONTRACTOR: All questions and requests for Contractor shall be directed to Tim Carter, Project Manager, 605 W. Sierra Avenue, Cotati, CA 94931, 707-992-0141 office, 707-484-6128 cell, Tim@DCElectricgroup.com. SCOPE OF WORK: Provide comprehensive traffic signal maintenance and repair program that provides performance, reliability, and the functional requirements necessary to achieve a high quality of intersection operation. Traffic signal maintenance and repair program is essentially the preventative and responsive activities taken to preserve traffic signal infrastructure and control devices necessary for the safe and efficient utilization of arterial and local roadways. While enhancing public perception and experience, program is designed to maximize safety and minimize delay. A traffic signal includes, but is not limited to: traffic signal controller and cabinet and all appurtenant equipment, service cabinet, flashing beacons related to traffic signal operations (i.e. advanced warning beacons), pedestrian and vehicle signals, detector systems, video detection camera systems, CCTV camera systems, wireless vehicle detection system, interconnected cable ( copper and fiber optic), wireless communications equipment, traffic signal communications equipment, emergency vehicle preemption system, uninterrupted power supply system, intersection safety lighting, internally illuminated street name signs, battery backup systems, railroad interface panels and devices. All calls, other than Emergency Calls as defined in Task 10, shall be responded to by Contractor within 24 hours unless another mutually agreed upon time is determined in writing by the City and Contractor, or another timeframe is expressly set forth in this Exhibit. Task 1: Preventative Maintenance Performance shall include all work associated with the complete maintenance and operation of the traffic signals and associated systems within the City of Rohnert Park, per “Attachment 1: List of Traffic Signal Devices and Map,” and OAK #4834-2996-8824 v1 “Attachment 2: Preventative Maintenance Schedule.” Furnish and have readily available all tools, equipment, apparatus, facilities, labor, services and materials and perform all work necessary to maintain each traffic signals owned by the City of Rohnert Park. Regular preventative field maintenance and emergency repair services at signalized intersections locations within the City of Rohnert Park. An advanced schedule for all maintenance inspections submitted at the inception of the contract for City’s approval. Maintain readily available paper and electronic copies of all preventive maintenance checklists specific to the infrastructure at each location, and provide to the City monthly. The full results of traffic signal conflict monitor field tests performed will also be provided. All preventative maintenance and repair shall be performed in accordance with MUTCD standards, City Standards and Specifications & Caltrans Standard Specifications. All preventative maintenance work will be performed at per the rates provided in “Exhibit 2: Schedule of Proposed Fees.” Task 2: Routine Maintenance and Repair Additional routine maintenance and repair services as requested by the City that does not fall within services specified in Attachment 2 will be performed on a time and materials basis per the rates provided in “Exhibit B: Schedule of Proposed Fees.” Such work shall require prior approval in writing by the City, otherwise such work shall be performed at Contractor’s sole risk. At the request of the City, a quote or informal bid shall be submitted for approval prior to commencement of said work. Task 3: Traffic Signal Control Equipment Contractor shall repair, replace or otherwise render in good working order any and all defective parts of the traffic signal control equipment with like make and model parts for temporary and permanent replacements, except as individually agreed upon by City of Rohnert Park staff. Task 4: Spare Equipment The Contractor shall maintain adequate storage and shop repair facilities to perform the Agreement, including sufficient stock of spare parts, standby controller and signal equipment to effect permanent repairs to the system within a thirty day (30) period. Failure to achieve effective permanent repairs within this time limit may be sufficient cause for the City to authorize repairs to be completed by others. Repetitive failure shall be sufficient cause to the City to terminate the Agreement. The Contractor shall be responsible for furnishing all spare standby controllers necessary to maintain the continued safe, efficient operation of the signal system whenever the original unit is withdrawn for maintenance, repair or modification. Standby controllers shall be fully compatible with the City’s traffic control system without exception. All component parts (detectors, load switches, communication devices, lights, signal monitors, etc.) of each system shall be maintained at all OAK #4834-2996-8824 v1 times to perform the functions for which they were designed unless authorized to the contrary by City staff. When convenient and cost effective to City staff, the Contractor agrees to use City furnished materials. Task 5: Vehicle Signals All new installed lamps shall be in compliance with the latest MUTCD standards for vehicle faces and signal heads. The Contractor shall replace and repair vehicle signals as they malfunction. Any existing LED vehicle signal head shall be considered malfunctioning if luminosity is low as a result of an LED failure or no longer meets minimum Caltrans standards and measurement criteria for LED traffic signal modules. When convenient and cost effective for City Staff, the Contractor agrees to use City furnished materials. Task 6: New Traffic Signal Installations Contractor shall maintain any additional traffic signals and appurtenant devices as they are installed, or become a part of the maintenance requirements of the City. Prior to the turn-on of a new signal installation or major signal upgrade, Contractor shall perform an inspection on the signal installation, monitor the flashing-out of the new signal heads, and review the new traffic control equipment operation prior to full activation of the new signal system. Task 7: Pedestrian Signals All new installed pedestrian signals shall be count-down LED with audio as standardized by City standards. The Contractor shall replace or repair pedestrian signals as they malfunction. When convenient and cost effective for the City, the Contractor agrees to use City furnished materials. Task 8: Warranty Service During the period of warranty, the Contractor is expected to cooperate with the City staff and assist in all communication between manufacturer, installing contractor, and staff regarding any warranty service. Contractor shall notify staff of any undue delays in response by the manufacturer or installing Contractor and details of each incident. Task 9: Electronic Record System OAK #4834-2996-8824 v1 The contractor shall supply and make operational a windows-based computerized maintenance and inventory management system accessible by the City and Contractor that at a minimum has the following features: Intersections: A complete database of signalized intersections including all routine maintenance histories, complete equipment inventory, electronic photo images, repair history, conflict monitor testing, opticom testing, loop testing as installed, battery back-up, and installation date of all equipment utilized at each location. Assets: Asset inventory, maintenance/ repair history and real-time available inventoried replacement parts, current status of reordered equipment and inventory tracking. Preventative/ Emergency Maintenance: A record of all calls, date and time stamp of: moment of receipt, dispatch, contractor arrival and departure. All records shall have a description of the problem and repairs made. All records shall be updated by the contractor and made available to the City upon request. The electronic record management system shall be fully operational within 30 days of award of contract. Upon completion of the contract, the City, at its option, may retain possession of the database for future use related to the City’s traffic signal maintenance management inventory. This option will be at no cost to the City. Task 10: Emergency Services Contractor shall provide emergency service response to Emergency Calls at all times during the term of this Agreement (24-hours per day, 365 days per year, including all holidays). Contractor shall maintain a single local telephone where they can be reached twenty-four (24) hours per day. This telephone number shall be made available to all persons designated by the City. All personnel for Contractor that may be dispatched in response to an Emergency Call shall have continuous communication access through two-way radio, pager, and/or cellular phone. The Contractor shall provide a response for initial evaluation, safety, and clean- up tasks for all Emergency Calls, as designated in this task, within one (1) hour. In all cases of major malfunction and/or damage, the Contractor shall contact City staff to receive further direction. The Contractor shall respond within one (1) hour after the City has first notified the Contractor’s representative of the following events, which shall be considered an “Emergency Call” for the purposes of this Agreement: 1. Any signal controller malfunction 2. Signal equipment knockdowns OAK #4834-2996-8824 v1 3. Other situations that are potentially hazardous to public safety as determined by the City, provided the City notifies Contractor that an emergency response is required for such situation. The replacement of burn-out lamps shall not be considered an Emergency Call so long as there are two remaining signal phase indications still in operation and the replacement of such burn-out lamps is completed by Contractor within twelve hours. Contractor shall notify City Project Manager immediately of any change in traffic signal operations. Emergency Calls that require replacement of equipment will require approval from the City before replacement of equipment is commenced. Upon completion of emergency work, the Contractor shall notify the City that the emergency work has been completed. Notification shall be by phone call to City project manager. Task 11: Records 11.1 Intersection Records Inventory List: at each intersection the Contractor shall maintain a printout of the inventory list for that intersection. This list shall be updated when components are changed during maintenance and shall be checked for accuracy on a semi-annual basis. The inventory list shall include the model, manufacture, serial number, and quantity of each piece of equipment. The inventory list shall be continually updated and an electronic copy shall be furnished to the City on a semi-annual basis. The contractor shall create and provide a MS Access or approved equal database with data entry forms for the field technicians to use to log preventative maintenance and emergency call-out activity. The Contractor shall maintain this database for use by staff. The Contractor shall maintain a hardcopy of the preventative maintenance checklist form at each intersection, and it shall be completely filled out. 11.2 Monthly Activity Log The Contractor shall provide a computerized monthly activity report to the City by the fifteenth day of each month for the previous month. The report shall be emailed and shall include the following: a. Time the service calls were received by Contractor, time arrived at intersection, the response time, the technician name, the number of hours spent for each repair and equipment replaced OAK #4834-2996-8824 v1 b. A complete record of all work that was performed on the City traffic signal equipment during the previous month including the make, model, and serial number of any major components or other equipment that was newly installed at each intersection. The disposition of removed signal control components and the repair history of reinstalled components shall be included in the monthly report. c. Time and date the PM work was performed 11.3 Pending Repair List The Contractor shall provide a computerized monthly report, to the City by the fifteenth day of each month, of all pending repair work needed at each intersection. This report shall be broken down by intersection and be separate from the Monthly Activity Report. Task 12: Meetings The Contractor’s technician shall be available to meet with the City as needed at a mutually agreed upon time and place in the City to review maintenance activities. The Contractor’s maintenance supervisor shall be similarly available to meet with the City on a monthly basis or as needed. Task 13: Underground Utility Location Services The Contractor shall provide location and mark services as may be requested by City. The Contractor shall have 48 hours (or two full business days) from confirmed receipt of the request from the City to locate and mark the known electrical facilities in the specified work area. Contractor shall also accommodate urgent or short-notice requests to the best of its ability provided that City staff follow up with a telephone call to confirm receipt of the associated e-mail and/or fax. Contractor shall attempt to accurately locate all underground facilities in the specified work area designated by the City. Contractor shall comply with all legally required or otherwise appropriate safety requirements, and shall not use any method other than hand-digging to expose electrical facilities. Task 14: Advanced Traffic Management System Contractor shall provide assistance to the engineering department as it pertains to troubleshooting the traffic management system. OAK #4834-2996-8824 v1 OAK #4834-2996-8824 v1 Attachment 1 OAK #4834-2996-8824 v1 OAK #4834-2996-8824 v1 OAK #4834-2996-8824 v1 Attachment 2 Preventative Maintenance Schedule Contractor’s preventative maintenance shall include all items in the California Department of Transportation Maintenance Manual: Chapter K; HM4K Electrical work at intervals as indicated in the manual, as well as all items listed below. The contractor shall perform the below specified Monthly Preventative Maintenance inspections and corrective work every month. Additionally, for the following signals, the maintenance requirements shall conform to the executed Delegated Maintenance Agreement effective October 10, 2019 between the City of Rohnert Park and the State of California Department of Transportation and any subsequent amendments made: 1. Rohnert Park Expressway and Highway 101 SB 2. Rohnert Park Expressway and Highway 101 NB 3. Golf Course Drive and Highway 101 SB Monthly Preventative Maintenance: Contractor shall perform the monthly maintenance activities identified in paragraphs 1 through 7 of all infrastructure listed in Attachment 1, and shall submit a summary report monthly. 1. Controller Cabinet • Test and Check ground fault receptacle(s) • Observe the general appearance of the cabinet, noting any rust or other signs of deterioration and complete / recommend repair work if needed • Inspect door gasket condition and replace if necessary • Inspect door lock operation and replace if necessary Operate and inspect ventilation fan and cabinet light (where applicable) • Inspect for pests in cabinet and take corrective action if needed • Visually inspect all relays, photocells, cabinet locks, cabinet fans, switches and make routine adjustments and repairs as necessary • Move the fan thermostat setting and determine if fan is operable. Return thermostat to proper setting 2. Signal Controller • Visually inspect signal controller and controller cabinet components for proper • operation and recommend repairs/replacements as necessary • Check timing of individual signal phases. Contractor shall notify the City immediately of any operational issue. The contractor shall not make any timing • changes unless it is a matter of public safety or is needed for the proper operation of the traffic signal. • Check operation of load switches, relays, isolators, internal modems, conflict • monitors and red flash modules. • Check operation of 170 or current controller and field master controller. 3. Signal & Pedestrian Heads OAK #4834-2996-8824 v1 • Visually inspect all vehicular signals for proper operation and replace outages. Replace all burnt out or flickering indications with LED indications • Walk intersection and visually inspect all signal heads including backplates, visors and indications for proper operation and alignment. Replace all broken parts, align signal heads and adjust all mast arm signs as necessary • Check that all pedestrian signals are in good condition and aimed properly. Make adjustments as necessary. 4. Pedestrian Push Buttons • Actuate each button for proper operation. Visually inspect and note condition. • Replace or repair any broken or defective pedestrian push buttons. All new pedestrian push buttons shall be two inch ADA push buttons. The City and the Contractor to agree on a standard specification. • Check all audible and tactile pedestrian signal are in good condition and properly positioned (where applicable) and make repairs as needed 5. Interconnect Communication • Check operation • Visually inspect cables, antenna, and other hardware and recommend repairs as needed 6. Miscellaneous • Visually inspect other signal hardware • Report all deficiencies • Check operation of flashing beacons at signalized intersections to ensure proper Operation • Check all signal, beacon, and pedestrian indication brackets, framework, and terminal compartments for rust, cracks, and missing parts. • Inspect base of pole near concrete foundations for cracks and loose pole base nuts. • Inspect poles for missing and loose hand hole covers. • Inspect and tighten all traffic signal mast arm signal heads, opticom detectors, and detection cameras as required. • Check condition of detector loop wires. 7. Battery Back-up Unit • Test and check ground fault receptacle • Observe the general condition of the cabinet, noting any rust or other signs of • deterioration • Inspect door gasket • Inspect door lock operation, repair if necessary • Operate and inspect ventilation fan and thermostat • Visually inspect UPS controller system, bypass switch, batteries , fan and thermostat OAK #4834-2996-8824 v1 • In addition to the monthly maintenance report, the Contractor shall conduct Quarterly • Preventative Maintenance and submit a report that shall include all of the following elements. Quarterly Preventative Maintenance: Contractor shall perform the quarterly maintenance activities identified in paragraphs 8 through 10 of all infrastructure listed in Attachment 1 which shall take place in the months of July, October, January and April, and shall submit a report with the monthly maintenance summary. 8. Detectors and Loops  Visually inspect for exposed wires, cracks, and/or pot holes and recommend repairs  or replacement as needed  Use laptop computer to check detection camera alignment and make adjustments as  necessary, where applicable  Check and tune detector amplifiers 9. Pull Boxes  Check all Pull Boxes and detector hand holes for missing, damaged, or cracked lids.  Recommend repairs as needed  Check condition of splices and make repairs as needed  Check hold down bolts for tightness 10. Controller Cabinet  Measure voltage level at service entrance in cabinet and record  Vacuum and clean controller cabinet and contents Semi Annual Preventative Maintenance: In addition to the quarterly and monthly maintenance, Contractor shall conduct the semi-annual preventative maintenance activities identified in paragraphs 11 through 16 on all infrastructure listed in Attachment 1 and submit an activity summary report with the monthly maintenance summary.. Semi-annual maintenance shall take place in the months of October and April and shall include all elements identified in paragraphs 11 through 16. 11. Battery Backup Systems (As directed)  Test the operation of the battery backup unit. Test shall involve de-energizing power to controller cabinet and verifying alarm indication to City and required time frame for signal to trigger a flash operation  Test battery charge and replace as needed OAK #4834-2996-8824 v1  Measure voltage level at service entrance in cabinet and record  Vacuum and clean cabinet and contents  Provide the City a printed report indicating the intersection, test date, and findings. Finding to include battery status and replacement if necessary. Report to also include timing in controller for alarm notificaiton, flash triggering time, proper operaton and any repairs necessary. 12. Controller Cabinet  Check wire schematics and record to make sure they are in the cabinet. Notify City if they are not present.  Inspect terminal blocks and tighten as needed  Lubricate hinges and lock 13. Signal heads  Clean all signal lenses and reflectors (including video detection and CCTV cameras, and emergency preemption detection lenses), align signal heads and adjust all mast arm mounted street name signs 14. Emergency Vehicle Pre-Emption  Test the operation of the opticom units at each signalized intersection 15. Bicycle Loop Detection  Test the operation of all locations at each intersection that bicycle loop detection ssytem is present. 16. Miscellaneous  Clean and vacuum each signal controller cabinet and service cabinet  Adjust all mast arm mounter street name signs as needed  Check condition of paint  Check cabinet inventory list and update as needed. Provide an electronic copy to City.  Test and check all connections for the railroad interface panels and note functionality. Annual Preventative Maintenance: In addition to the monthly, quarterly and semi-annual maintenance, the Contractor shall conduct the Annual Preventative Maintenance activities on all infrastructure listed in Attachment 1 identified in paragraphs 17 through 19 and submit a report with the monthly maintenance summary. Annual maintenance shall take place in the month of October. 17. Conflict monitor  Test the operation of the conflict monitor at each signalized intersection with a City approved testing device specifically designed for that purpose. City currently requires the use of an MT-180 of City approved conflict monitor tester. A print out of results shall be provided to the City within 30 days of test being completed. OAK #4834-2996-8824 v1 18. Controller cabinet  Replace cabinet air filter 19. Miscellaneous  Check the tightness of all power service connections, neutral buss bar connections and field wiring in the control cabinet and pole terminal compartments.  Check anchor bolts for tightening  Check railroad interface panel for full functionality with SMART technician OAK #4834-2996-8824 v1 EXHIBIT “B” COMPENSATION TO CONTRACTOR AND ANY SUBCONTRACTORS Compensation to Contractor under this Agreement shall not exceed $150,000 per each fiscal year (July to June) without written approval by the City. OAK #4834-2996-8824 v1 DRAFT 3/30/20 EXHIBIT “C” REPRESENTATIVES CITY’S REPRESENTATIVE City of Rohnert Park Development Services Attn: Vanessa Garrett 6250 State Farm Drive, Rohnert Park, CA Email: vmarin@rpcity.org CONTRACTER’S REPRESENTATIVE DC Electric Group, Inc. Regional Manager Attn: Tim Carter 8023 Gravenstein Hwy S., Cotati, CA 94931 Email: tim@dcelectricgroup.com OAK #4834-2996-8824 v1 DRAFT 3/30/20 EXHIBIT “D” INSURANCE REQUIREMENTS FOR CITY OF ROHNERT PARK Contractor shall procure and maintain for the duration of the contract, and for 3 years thereafter, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his agents, representatives, employees, or subcontractors. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office (ISO) Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. The City does not accept policies on a claims- made basis. 2. Automobile Liability: Insurance Services Office Form CA 0001 covering Code 1 (any auto), with limits no less than $2,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease. 4. In the event Contractor is required to perform any construction work, Contractor shall also procure a Builder’s risk policy for such work as identified below, prior to beginning such work. If the contractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. Self-Insured Retentions Self-insured retentions must be declared to and approved by the City. At the option of the City, either: the contractor shall cause the insurer shall to reduce or eliminate such self-insured retentions as respects the Entity, its officers, officials, employees, and volunteers; or the Contractor shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration, and defense expenses. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: 1. The City, its officers, elected officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations OAK #4834-2996-8824 v1 DRAFT 3/30/20 performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired, or borrowed by or on behalf of the Contractor. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10, CG 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). 2. For any claims related to this project, the Contractor’s insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 with respect to the City, its officers, elected officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it. 3. Each insurance policy required by this clause shall provide that coverage shall not be canceled, except with notice to the City. Builder’s Risk (Course of Construction) Insurance In the event Contractor is required to perform any construction work, Contractor shall procure Builder’s Risk (Course of Construction) insurance utilizing an “All Risk” (Special Perils) coverage form, with limits equal to the completed value of the project and no coinsurance penalty provisions. Contractor may submit evidence of Builder’s Risk insurance in the form of Course of Construction coverage. Such coverage shall name the City as a loss payee as their interest may appear. Additionally, Contractor shall procure and provide a payment bond where required by law. If the project does not involve new or major reconstruction, at the option of the City, an Installation Floater may be acceptable. For such projects, a Property Installation Floater shall be obtained that provides for the improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken, or destroyed during the performance of the Work, including during transit, installation, and testing at the City’s site. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best rating of no less than A: VII, unless otherwise acceptable to the City. Waiver of Subrogation Contractor hereby agrees to waive rights of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the Contractor, its employees, agents and subcontractors. Verification of Coverage Contractor shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required under this agreement) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to the City before work begins. However, failure to OAK #4834-2996-8824 v1 DRAFT 3/30/20 obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time. Subcontractors Contractor shall require and verify that all subcontractors maintain insurance meeting all requirements stated herein, and Contractor shall ensure that the City, its elected officials, officers, employees, and volunteers are listed as additional insureds on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13.