HomeMy WebLinkAboutCC Resolution 9702 (Traffic Signal Maintenance)RESOLUTION NO. 9702
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN
RAFAEL AUTHORIZING AN AGREEMENT FOR
PROFESSIONAL SERVICES BETWEEN THE CITY OF SAN
RAFAEL AND REPUBLIC ELECTRIC FOR TRAFFIC SIGNAL
MAINTENANCE. (From 9/16/96 and ending on 9/15/97)
WHEREAS, the City does not have staff dedicated to traffic signal
maintenance; and
WHEREAS, the City must utilize an outside contractor to provide
emergency traffic signal maintenance on an adhoc basis; and
WHEREAS, this arrangement does not protect the City from liability; and
WHEREAS, a professional services contract will include additional
insured protection for the City.
NOW, THEREFORE, BE IT RESOLVED that the Council of the City
of San Rafael hereby authorizes the City Manager and Public Works Director to enter into
an agreement for professional services with Republic Electric for traffic signal
maintenance.
I, JEANNE M. LEONCINI, Clerk of the City of San Rafael, hereby certify that
the foregoing resolution was duly and regularly introduced and adopted at a regular meeting of
the Council of said City on the 16°i day of September, 1996, by the following vote, to wit:
AYES: COUNCILMEMBERS: Cohen, Miller, Phillips & Mayor Boro
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: Heller
. LEON , ity �Ierk
CtRIGINAI 9o°Y
AGREEMENT
FOR PROFESSIONAL SERVICES
This Agreement is made and entered into this 16th day of September,192,6 by and
between the CITY OF SAN RAFAEL (hereinafter "CITY" or "SAN RAFAEL'), and REPUBLIC
ELECTRIC. a California Corporation (hereinafter "CONTRACTOR").
RECITALS
WHEREAS, CONTRACTOR is an electrical contractor, California License #647154,
existing and operating in California, and qualified to, and providing electrical maintenance and repair to,
traffic signal systems, and,
WHEREAS, the CITY is a public entity owning a traffic signal -system, and requiring a
contractor to provide maintenance and repair services to its traffic signal system.
AGREEMENT
NOW, THEREFORE, the parties hereby agree as follows:
1. PROJECT COORDINATION
A. CITY. The City Manager shall be the representative of the CITY for all
purposes under this Agreement. The Public Works Director is hereby designated the PROJECT
MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and
execution of this Agreement.
B. CONTRACTOR. CONTRACTOR shall assign a single PROJECT
DIRECTOR to have overall responsibility for the progress and execution of this Agreement for
CONTRACTOR. �✓Af - �✓////� is hereby designated as the PROJECT DIRECTOR for
CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Agreement
require a substitute PROJECT DIRECTOR for any reason, the CONTRACTOR shall notify the CITY
within ten (10) business days of the substitution.
2. DUTIES OF CONTRACTOR
A. CONTRACTOR shall perform the duties and/or provide services as
described in Exhibit "A" attached and incorporated herein.
B. CONTRACTOR shall perform additional work as described in Exhibit "E"
attached hereto and incorporated herein.
COPY
3. DUTIES OF THE CITY
CITY shall perform any duties required of it under Exhibit "A". City will co-
operate with CONTRACTOR in a reasonable manner to effect the purposes of this Agreement.
4. COMPENSATION
A. For the full performance of the services described herein by
CONTRACTOR, CITY shall pay CONTRACTOR as described in Exhibit "B" attached and incorporated
herein.
B. CITY shall pay CONTRACTOR for additional works as described in
Exhibit "E", attached and incorporated herein.
C. Payment will be made monthly upon receipt by PROJECT MANAGER of
itemized invoices submitted by CONTRACTOR.
5. TERM OF AGREEMENT
Subject to the termination provisions of Section 6, the term of this Agreement shall
be for (_ONE ) year!; of commencing on 9./16/9.6 and ending on _q/15/9-7
6. TERMINATION
A. Discretionary. Either party may terminate this Agreement without cause
upon thirty (30) days written notice mailed or personally delivered to the other party.
B. Cause. Either party may terminate this Agreement for cause upon ten
(10) days written notice mailed or personally delivered to the other party, and the notified party's failure to
cure or correct the cause of the termination notice, to the reasonable satisfaction of the party giving such
notice, within thirty (30) days of the receipt of said notice.
C. Effect of Termination. Upon receipt of notice of termination, neither party
shall incur additional obligations under any provision of this Agreement without the prior written consent of
the other.
D. Return of Documents. Upon termination, any and all CITY documents
or materials provided to CONTRACTOR and any and all of CONTRACTOR's documents and materials
prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY
as soon as possible, but not later than thirty (30) days after termination.
7. INSPECTION AND AUDIT
Upon reasonable notice, CONTRACTOR shall make available to CITY, or its
agent, for inspection and audit, all documents and materials maintained by CONTRACTOR in connection
Agreement 2
with its performance of its duties under this Agreement. CONTRACTOR shall fully cooperate with CITY
or its agent in any such audit or inspection.
8. ASSIGNABILTY
The parties agree that they shall not assign or transfer any interest in this
Agreement nor the performance of any of their respective obligations hereunder, without the prior written
consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations
arising hereunder shall be void and of no effect. Such consent shall not be unreasonably withheld.
9. INSURANCE
A. During the term of this Agreement, CONTRACTOR, shall maintain, at no
expense to CITY, the following insurance policies:
1. A comprehensive general liability insurance policy in the minimum amount of
one million ($1,000,000) dollars per occurrence for death, bodily injury, personal injury, or property
damage;
2. An automobile liability (owned, non -owned, and hired vehicles) insurance
policy in the minimum amount of one million ($1,000,000) dollars per occurrence;
3. If any licensed professional performs any of the services required to be
performed under this Agreement, a professional liability insurance policy in the minimum amount of one
million ($1,000,000) dollars to cover any claims arising out of the CONTRACTOR's performance of
services under this Agreement.
B. The insurance coverage required of the CONTRACTOR by Section 9. A.,
shall also meet the following requirements:
1. The insurance shall be primary with respect to any insurance or coverage
maintained by CITY and shall not call upon CI TY's insurance or coverage for any contribution;
2. Except for professional liability insurance, the insurance policies shall be
endorsed for contractural liability and personal injury;
3. Except for professional liability insurance, the insurance policies shall be
specifically endorsed to include the CITY, its officers, agents, and employees as additionally named
insureds under the policies;
4. CONTRACTOR shall provide to PROJECT MANAGER, (a)
Certificates of Insurance evidencing the insurance coverage required herein, and (b) specific endorsements
naming CITY, its officers, agents and employees, as additional insureds under the policies;
Agreement 3
5. The insurance policies shall provide that the insurance carrier shall not
cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon thirty
(3 0) days written notice to CI TY's PROJECT MANAGER;
6. If the insurance is written on a Claims Made Form, then, following
termination of this Agreement, said insurance coverage shall survive for a period of not less than five years;
7. The insurance policies shall provide for a retroactive date of placement
coinciding with the effective date of this Agreement;
8. The insurance shall be approved as to form and sufficiency by PROJECT
MANAGER and the City Attorney.
C. If it employs any person, CONTRACTOR shall maintain worker's
compensation and employer's liability insurance, as required by the State Labor Code and other applicable
laws and regulations, and as necessary to protect both CONTRACTOR and CITY against all liability for
injuries to CONTRACTOR's officers and employees.
D. Any deductibles or self-insured retentions in CONTRACTOR's insurance
policies must be declared to and approved by the PROJECT MANAGER and the City Attorney. At CITY's
option, the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to
CI TY's satisfaction, or CONTRACTOR shall procure a bond guaranteeing payment of losses and related
investigations, claims administration, attorney's fees and defense expenses.
10. INDEMNIFICATION
CONTRACTOR shall indemnify, release, defend and hold harmless CITY, its
officers, and employees, against any claim, demand, suit, judgement, loss, liability or expense of any kind,
including attorney's fees, arising out of or resulting in any way, in whole or in part, from any acts or
omissions, intentional or negligent, of CONTRACTOR or CONTRACTOR's officers, agents and
employees in the performance of their duties and obligations under this Agreement.
11. NONDISCRIMINATION
CONTRACTOR shall not discriminate, in any way, against any person on the
basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to
the performance of its duties and obligations under this Agreement.
12. COMPLIANCE WFM ALL LAWS
CONTRACTOR shall observe and comply with all applicable federal, state and
local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this
Agreement. CONTRACTOR shall perform all services under this Agreement in accordance with these
laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify and hold
Agreement 4
harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and
all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations.
13. NO THIRD PARTY BENEFICIARIES
CITY and CONTRACTOR do not intend, by any provision of this Agreement, to
create in any third party, any benefit or right owed by one party, under the terms and conditions of this
Agreement, to the other party.
14. NOTICES
All notices and other communications required or permitted to be given under this
Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or
deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be
notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of
deposit with the United States Postal Service. Notice shall be given as follows:
TO CITY: Mr. David M. Bernardi
(Project Manager)
City of San Rafael
1400 Fifth Avenue
P.O. Box 151560
San Rafael, CA 94915-1560
TO CONTRACTOR:
(Project Director)
Republic Electric
250 Bel Marin Keys Blvd., Suite A-1
Novato, California 94949
(415) 382-7488
15. INDEPENDENT CONTRACTOR
For the purposes, and for the duration, of this Agreement, CONTRACTOR, its
officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees
of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of CONTRACTOR,
its officers, agents and employees be that of an Independent Contractor and not that of an employee of
CITY.
16. ENTIRE AGREEMENT -- AMENDMENTS
A. The terms and conditions of this Agreement, all exhibits attached, and all
documents expressly incorporated by reference, represent the entire Agreement of the parties with respect
to the subject matter of this Agreement.
Agreement 5
B. This written Agreement shall supersede any and all prior agreements, oral
or written, regarding the subject matter between the CONTRACT and the CITY.
C. No other agreement, promise or statement, written or oral, relating to the
subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this
Agreement.
D. The terms and conditions of this Agreement shall not be altered or
modified except by a written amendment to this Agreement signed by the CONTRACTOR and the CITY.
E. If any conflicts arise between the teams and conditions of this Agreement,
and the terms and conditions of any of the attached exhibits or the documents expressly incorporated by
reference, the terms and conditions of this Agreement shall control.
17. SET-OFF AGAINST DEBTS
CONTRACTOR agrees that CITY may deduct from any payment due to
CONTRACTOR under this Agreement, any monies which CONTRACTOR owes CITY under any
ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid
checks or other amounts.
18. WAIVERS
The waiver by either party of any breach or violation of any term, covenant or
condition of this Agreement, or of any ordinance law or regulation, shall not be deemed to be a waiver of
anv other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation
of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by
either party of any fee, performance, or other consideration which may become due or owing under this
Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of
any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation.
19. COSTS AND ATTORNEY's FEES
The prevailing party in any action brought to enforce the terms and conditions of
this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs
(including claims administration) and attorney's fees expended in connection with such action.
20. CITY BUSINESS LICENSE/OTHER TAXES
CONTRACTOR shall obtain and maintain during the duration of this Agreement,
a CITY business license as required by the San Rafael Municipal Code. CONTRACTOR shall pay any
and all state and federal taxes and any other applicable taxes. CONTRACTOR's taxpayer identification
number is S� �' Ala- -7 and CONTRACTOR certifies under penalty of perjury that said
taxpayer identification number is correct.
21. APPLICABLE LAW
The laws of the State of Califomia shall govem this Agreement.
Agreement 6
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month
and year first above written.
CITY OF SAN RAFAEL
City Manager
Director of Public Works
ATTEST:
City Clerk
City Attorney
CONTRACTOR
�=CcJ�L �C'�LEC/�llL.
By:
Title:�—
Agreement 7
I: .14 49 11 .11 r
1. REPUBLIC agrees to furnish all labor, material and equipment to perform all work necessary to
respond to traffic signal malfunctions within the jurisdiction of SAN RAFAEL, as directed by SAN
RAFAEL, all in accordance with the terms herein. REPUBLIC is to do all such work and provide
such material, as an independent contractor, subject to inspection and approval by SAN RAFAEL, its
Director of Public Works, or any other agent designated by SAN RAFAEL.
I REPUBLIC agrees to furnish, in the form of a database, a chronological list of all work performed
each month.
3. REPUBLIC agrees to provide phone service for the receiving of notification of inoperative traffic
signals including those items requiring emergency repair and service during REPUBLIC'S normal
business hours, whether such notification originates with SAN RAFAEL or a party of person other
than SAN RAFAEL.
4. REPUBLIC agrees to have service personnel available 24 hours per day to respond to traffic signal and
controller trouble calls. Response time will be within one half (1/2) hour during regular business hours
and one (1) hour after regular business hours and weekends. In the event of mutliple calls, each will be
serviced on a priority basis. SAN RAFAEL will provide REPUBLIC with a priority list. This priority
list will constitute authorization from SAN RAFAEL to REPUBLIC to leave an intersection of a non-
priority status to respond to a priority intersection.
5. REPUBLIC agrees to provide response services 24 hours per day for repair of the equipment and
appurtenances, such as safety lighting, street name signs, street lighting, pedestrian and traffic signals,
controllers, flashing beacons and detector devices which REPUBLIC may be called upon from time to
time by SAN RAFAEL to repair, replace or refurbish. However, it is understood that any materials
requiring replacement in excess of Two Thousand Five Hundred Dollars ($2,500.00) will not be
installed without prior written approval from SAN RAFAEL.
6. Wade White, President of REPUBLIC, is not required to perform any of the services required of
REPUBLIC by the term of this Agreement personally. However, SAN RAFAEL as to the Agreement
as a whole, shall have the right on 30 days notice to REPUBLIC, to terminate this Agreement upon
Wade White ceasing to serve as officer of REPUBLIC and to assign this Agreement to the contractor
of SAN RAFAEL' S choice.
7. Should REPUBLIC neglect to execute the work properly, or fail to perform any provision of this
Agreement, SAN RAFAEL, after giving three (3) days written notice to REPUBLIC, may perform
such work and deduct the cost thereof from any payment due to REPUBLIC. This provision is in
addition to any legal remedies which SAN RAFAEL may otherwise have.
In consideration for furnishing said labor, materials and equipment pursuant to Paragraph 1 of Exhibit
"A" when such repairs are necessitated by obsolescence, failure, accidental damage such as collision,
acts of God, vandalism and pavement failure, REPUBLIC shall receive, a per call amount based upon
the invoice cost of materials plus 25% and its then current labor rates.. (See attached Exhibit "D",
"Republic Electric Rate Schedule".) Equipment rates will be at the current California Department of
Transportation equipment rates that equal the surcharge rate + 15%.
2. The specified compensation will stay in effect for the duration of this contract. REPUBLIC reserves
the right to increase its rates at a percentage no greater than the percent increase in the March to March
San Francisco/Oakland Metropoliatan Area Consumer Price Index as released by the United States
Department of Labor on a yearly basis with a maximum inflation increase of 5% per year.
City of San Rafael
Traffic Engineering
Traffic Signals
I No. Location
f 1 2nd & GRAND
2 2nd & IRWIN
3 2nd & HETHERTON
4 12nd & LINCOLN
5 12nd & LINDARO
6 12nd & A
7 2nd & B
8 12nd & C
9 12nd & D
10 12nd & E
11 2nd & SHAVER
12 12nd & G
13 12nd & 4th (TWO CONTROLLERS)
13A 12nd & TAMALPAIS
I.13rd & UNION
15 13rd & GRAND (SPLIT)
16 13rd & IRWIN
17 13rd & HETHERTON
18 13rd & LINCOLN
19 13rd & LINDARO
20 13rd & A
1 21 13rd & B
22 13rd & C
23 13rd & D
24 3rd & E
25 3rd & SHAVER
125A 3rd & TAMALPAIS
26 4th & GRAND
27 14th & IRWIN
28 14th & HETHERTON
29 4th & LINCOLN
30 4th & CIJOS
31 14th & LOOTENS
32 14th & COURT
33 14th & A
34 14th & B
35 4th & C
36 14th & D
37 14th & E
38 14th & H
39 14th & GREENFIELD
40 4th & ROSSVALLEY
41` 5th & IRWIN
42 5th & HETHERTON
43 5th & LINCOLN
44 5th & COURT (SPLIT)
1 45 15th & A
Controller Interconnect
Type
Type
KFT
Hardwire
KFT
Hardwire
KFT
Hardwire
KFT
lHardwire
KFT
Phone
KFT
Phone
KFT
Phone
KFT
Phone
KFT
jPhone
KFT
jPhone
KFT
jPhone
KFT
(Phone
D2000,D2042
jNone
KFT
Hardwire
ASC8000
None
KFT
Hardwire
KFT
lHardwire
KFT
lHardwire
KFT
Phone
KFT
Phone
KFT
jPhone
KFT
jPhone
KFT
jPhone
KFT
jPhone
KFT
jPhone
KFT
jPhone
KFT
Hardwire
KFT
Hardwire
KFT
lHardwire
KFT
Hardwire
KFT
Phone
F
None
F
None
F
None
F
None
F
None
F
None
F
None
F
(None
D2013
(None
ASC8000
INone
ASC8000
(None I
KFT
lHardwire I
KFT
lHardwire
KFT
113ftone
F
jPhone
D2000
INone
Exhibit "C"
City of San Rafael
Traffic Engineering
Traffic Signals
Controller Interconnect
No. Location
Type
Type
46 5th & B
F
None
47 5th & C
KFT
None
48 5th & E I
D2000
INone
49 15th & H I
F
INone
50-IMISSION & IRIWN ( SPLIT) I
KFT
IHardwire
51 EMISSION & HETHERTON I
KFT
jHardwire
52 EMISSION & LINCOLN ( SPLIT)
KFT
1Phone
53 (LINCOLN & PALOMA
KFT
INone
54 PT. SAN PEDRO & LOCHINVAR
D2000lNone
None
55 1FRANCISCO E. & MEDWAY
911
56 & ANDERSEN
ASC/2
None
1BELLAM
<. 5.7 N.SAN PEDRO & CIVIC CENTER
911
INone
58 PEDRO & MERRYDALE
820A
None
JKSAN
59 FREITAS & DEL PRESIDIO
ASC/2
Hardwire
60 FREITAS & NORTHGATE
ASC12
lHardwire
61 FREITAS & LAS GALLINAS
ASC/2
Hardwire
62 LAS GALLINAS & NORTHGATE
ASC/2
Hardwire
63 LAS GALLINAS & DEL PRESIDIO '
ASC12
Hardwire
64 ISMITH RANCH & REDWOOD
820A
None
65 IREDWOOD HWY & MITCHELL
820A
None
66 IREDWOOD HWY & PROF. CNTR
820A
INone
67 CLOS RANCHITOS & N.SAN PEDR
820A
INone
Exhibit "C'
Republic
Electric
CA Lic 6Vtiu
Republic Electric Rate Schedule
Public Agency
Item Description
Electrician
Foreman Electrician
Service Truck -hydraulic lift
8 -Ton Crane
Compressor
Materials
(z) Replace lamp outase
Rate -
$55.00 per hour
$70.00 per hour
$15.00 per hour
{ $40.00 per hour
$110.00 per day
Invoice cost plus 25%.
$50.00
EXHIBIT -0,,
Overtime Rate
(1) $110.00 per hour
(1) $135.00 per hour
N/A
N/A
N/A
N/A
I (3) $250.00
(1) Overtime rates will be billed as a two hour minimum when called after normal
working hours, weekends and holidays.
(2) Labor, materials and equipment are included. Excluded are 3M programmed visibility
lamps. An additional charge of $28.75 will be added to the "Replace lamp outage" rate
for 3M programmed visibility signals.
(3) Includes the two hour minimum.
11-95
(-415) 382-7488 fax (415) 382---192 250 Bel Marin Kevr, Blvd- Suite A-1 Novato. CA 9.1949
Republic
Electric
G Lc. 647154
I
ADDITIVE ALTERNATES
CITY OF SAN RAFAEL TRAFFIC SIGNAL MAINTENANCE
CONFLICT MONITOR TFSTING - Testing of the conflict monitor will be done by a PC -Based
Monitor Tester. A complete diagnostic test will be run by the computer and a print-out will be
provided for each conflict monitor each time it is tested.
Total Labor and Equipment: $75.00 per test
PAINT CONTROLLER CABINET - Paint the exterior of the controller cabinet. Color and paint
number will be chosen by the City.
Total Labor, Materials and Equipment: $180.00 each
PAINT TRAFFIC STCNAT , BACKPLATE - Paint existing backplate at the request of the City.
Total Labor, Materials and Equipment: $75.00 each
(415) 382-7488 F;:x (-415) 382-7492 250 Bel Marin Kevs Blvd.. Suite A-1 Novato. CA 9+949