DocuSign Envelope ID: 77BC9743-BA4E-4B43-A24F-DFE930B422E7 DocuSign Envelope ID: EAB4F67C-2733-43E3-997C-D1A0D15BBF11 Exhibit 1
DocuSign Envelope ID: 77BC9743-BA4E-4B43-A24F-DFE930B422E7 DocuSign Envelope ID: EAB4F67C-2733-43E3-997C-D1A0D15BBF11 DocuSign Envelope ID: 77BC9743-BA4E-4B43-A24F-DFE930B422E7 DocuSign Envelope ID: EAB4F67C-2733-43E3-997C-D1A0D15BBF11 DocuSign Envelope ID: 77BC9743-BA4E-4B43-A24F-DFE930B422E7 DocuSign Envelope ID: EAB4F67C-2733-43E3-997C-D1A0D15BBF11
Ray’s Electric 5 Service Provider Agreement
Commercial Streets Barricades Version 05-23-23
(4) Professional Liability:
Professional liability insurance which includes coverage appropriate for the professional acts, errors and omissions of Provider’s profession and work hereunder, including, but not limited to, technology professional liability errors and omissions if the s ervices being provided are technology -based, in the following minimum limits:
$2,000,000 each claim
(5) Pollution Prevention:
Legal liability required for hazardous materials excavation in the amount of $2,000,000 each occurrence. Additional Insured Endorsement naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers is required.
As to commercial general liability and automobile liability insurance, such insurance will provide that it constitutes primary insurance with respect to claims insured by such policy, and, except with respect to limits, that insurance applies separately to each insured against whom claim is made or suit is brought. Such insurance is not additional to or contributi ng with any other insurance carried by or for the benefit of the City.
c. SUBROGATION WAIVER:
Provider hereby agrees to waive rights of subrogation that any insurer of Provider may acquire from Provider by virtue of the payment of any loss. Provider agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether the City has received a waiver of subrogation endorsement from the insurer. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by Provider, its employees, agents and subcontractors. d. FAILURE TO SECURE:
If Provider at any time during the term hereof should fail to secure or maintain the foregoing insurance, the City shall be permitted to obtain such insurance in Provider’s name or as an agent of Provider and shall be compensated by Provider for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid.
e. ADDITIONAL INSUREDS:
The City, its City Council, boards, commissions, officials, employees , agents , and volunteers shall be named as additional insured(s) under all insurance coverages, except workers’ compensation and professional liability insurance. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy.
Additional Insured covera ge under Provider’s policy shall be primary and non- contributory and will not seek contribution from the City’s insurance or self -insurance. Any available insurance DocuSign Envelope ID: EAB4F67C-2733-43E3-997C-D1A0D15BBF11
Ray’s Electric 6 Service Provider Agreement
Commercial Streets Barricades Version 05-23-23
proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to the additional insured(s). f. SUFFICIENCY OF INSURANCE:
The insurance limits required by the City are not represented as being sufficient to protect Provider. Provider is advised to consult Provider ’s insurance broker to determine adequate coverage for Provider. The coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of the coverage carried by or available to Provider; whichever is greater. g. EXCESS OR UMBRELLA LIABILITY:
If any Excess or Umbrella Liability policies are used to meet the limits of liability required by this Agreement, then said policies shall be true “following form” of the underlying policy coverage, terms, conditions, and provisions and shall meet all of the insurance requirements stated in this Agreement, including but not limited to, the additional insured, SIR, and primary insurance requirements stated therein. No insurance policies maintained by the indemnified parties or Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until all the primary and excess liability policies carried by or available to the Provider are exhausted.
11. CONFLICT OF INTEREST:
Provider warrants that it is not a conflict of interest for Provider to perform the services required by this Agreement. Provider may be required to fill out a conflict of interest form if the services provided under this Agreement require Provider to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations.
12. PROHIBITION AGAINST TRANSFERS:
a. Provider shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of the City Manager. Provider shall submit a written request for consent to transfer to the City Manager at least thirty (30) days in advance of the desired transfer. The City Manager or their designee may consent or reject such request in their sole and absolute discretion. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money against the City under this Agreement may be ass igned by Provider to a bank, trust company or other financial institution without prior written consent. b. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock, membership interest, partnership interest, or the equivalent, which shall result in changing the control of Provider, shall be construed as an assignment of this Agreement.
Control means fifty percent or more of the voting power of Provider.
DocuSign Envelope ID: EAB4F67C-2733-43E3-997C-D1A0D15BBF11
Ray’s Electric 7 Service Provider Agreement
Commercial Streets Barricades Version 05-23-23
13. APPROVAL OF SUB-PROVIDERS:
a. Only those persons and/or businesses whose names and resumés are attached to this Agreement shall be used in the performance of this Agreement. However, if after the start of this Agreement, Provider wishes to use sub-providers, at no additional costs to the City, then Provider shall submit a written request for consent to add sub- providers including the names of the sub - providers and the reasons for the request to the City Manager at least five (5) days in advance. The City Manager may consent or reject such requests in their sole and absolute discretion. b. Each sub-provider shall be required to furnish proof of workers ’ compensation insurance and shall also be required to carry general, automobile and professional liability insurance (as applicable) in reasonable conformity to the insurance carried by Provider. c. In addition, any tasks or services performed by sub- providers shall be subject to each provision of this Agreement. Provider shall include the following language in their agreement with any sub-provider: “Sub-providers hired by Provider agree to be bound to Provider and the City in the same manner and to the same extent as Provider is bound to the City.” d. The requirements in this Section 13 shall not apply to persons who are merely providing materials, supplies, data or information that Provider then analyzes and incorporates into its work product.
14. PERMITS AND LICENSES:
Provider, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses, including a City business license that may be required in connection with the performance of the services and tasks hereunder.
15. REPORTS:
a. Each and every report, draft, work product, map, record and other document produced, prepared or caused to be prepared by Provider pursuant to or in connection with this Agreement shall be the exclusive property of the City.
b. No report, information or other data given to or prepared or assembled by Provider pursuant to this Agreement shall be made available to any individual or organization by Provider without prior approval of the City Manager or their designee. c. Provider shall, at such time and in such form as City Manager or their designee may require, furnish reports concerning the status of services and tasks required under this Agreement.
16. RECORDS:
a. Provider shall maintain complete and accurate records with respect to the services, tasks, work, documents and data in sufficient detail to permit an evaluation of Provider’s performance under the Agreement , as well as maintain books and records related to sales, costs, expenses, receipts and other such information required by the City that relate to the performance of the services and tasks under this Agreement (collectively the “Records”).
DocuSign Envelope ID: EAB4F67C-2733-43E3-997C-D1A0D15BBF11
Ray’s Electric 8 Service Provider Agreement
Commercial Streets Barricades Version 05-23-23
b. All Records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Provider shall provide free access to the Records to the representatives of the City or its designees during regular business hours upon reasonable prior notice. The City has the right to examine and audit the Records , and to make copies or transcripts therefrom as necessary, and to allow inspection of all proceedings and activities related to this Agreement. Such Records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained by Provider for a period of three (3) years after receipt of final payment.
c. If supplemental examination or audit of the R ecords is necessary due to concerns raised by the City’s preliminary examination or audit of records, and the City ’s supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of this Agreement or failure to act in good faith, then Provider shall reimburse the City for all reasonable costs and expenses associated with the supplemental examination or audit.
17. NOTICES:
a. All notices shall be in writing and delivered: (i) by hand; or (ii) sent by registered, express, or certified mail, with return receipt requested or with delivery confirmation requested from the U.S. postal service ; or (iii) sent by overnight or same day courier service at the party’s respective address listed in this Section.
b. Each notice shall be deemed to have been received on the earlier to occur of : (x) actual delivery or the date on which delivery is refused ; or (y) three (3) days after notice is deposited in the U.S. mail or with a courier service in the manner d escribed above (Sundays and City holidays excepted).
c. Either party may, at any time, change its notice address (other than to a post office box address) by giving the other party three (3) days prior written notice of the new address. d. All notices, demands, requests, or approvals from Provider to the City shall be addressed to the City at:
City of Alameda
Public Works Department
950 West Mall Square, Room 110
Alameda, CA 94501
ATTENTION: Robert Vance
Ph: (510) 747-7972
e. All notices, demands, requests, or approvals from the City to Provider shall be addressed to Provider at:
Gruendl Inc, dba Ray’s Electric
411 Pendleton Way, Suite B
Oakland, CA 94621
ATTENTION: Greg Gruendl, President
DocuSign Envelope ID: EAB4F67C-2733-43E3-997C-D1A0D15BBF11
Ray’s Electric 9 Service Provider Agreement
Commercial Streets Barricades Version 05-23-23
Ph: (510) 577-7700 ext. 103 / Email: [email protected] Email: Tania Munguia: [email protected]
Email: Manny Hernandez: [email protected]
f. All updated insurance certificates from Provider to the City shall be addressed to the City at:
City of Alameda
Public Works Department
950 West Mall Square, Room 110
Alameda, CA 94501
ATTENTION: Jeanette Navarro, Engineering Office Assistant Ph: (510) 747-7932 / Email: [email protected]
18. SAFETY:
a. Provider will be solely and completely responsible for conditions of all vehicles owned or operated by Provider , including the safety of all persons and property during performance of the services and tasks under this Agreement . This requirement will apply continuously and not be limited to normal working hours. In addition, Provider will comply with all s afety provisions in conformance with U.S. Department of Labor Occupational Safety and Health Act, any equivalent state law, and all other applicable federal, state, county and local laws, ordinances, codes, and any regulations that may be detailed in other parts of the Agreement. Where any of these are in conflict, the more stringent requirement s will be followed. Provider’s failure to thoroughly familiarize itself with the aforementioned safety provisions will not relieve it from compliance with the obligations and penalties set forth herein. b. Provider will immediately notify the City within 24 hours of any incident of death, serious personal injury or substantial property damage that occurs in connection with the performance of this Agreement. Provider will promptly submit to the City a written report of all incidents that occur in connection with this Agreement. This report must include the following information: (i) name and address of injured or deceased person(s); (ii) name and address of Provider’s employee(s) involved in the incident; (iii) name and address of Provider’s liability insurance carrier; (iv) a detailed description of the incident; and (v) a police report.
19. TERMINATION:
a. In the event Provider fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Provider shall be deemed in default in the performance of this Agreement . If such default is not cured within two (2) business days after receipt by Provider from the City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, the City may thereafter immediately terminate the Agreement forthwith by giving to Provider written notice thereof. b. The foregoing notwithstanding, the City shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) days’ prior written notice to Provider as provided herein.
DocuSign Envelope ID: EAB4F67C-2733-43E3-997C-D1A0D15BBF11
Ray’s Electric 10 Service Provider Agreement
Commercial Streets Barricades Version 05-23-23
c. Upon termination of this Agreement either for cause or for convenience, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. The obligation of the parties under this Section 19.c. shall survive the expiration or early termination of this Agreement.
20. ATTORNEYS’ FEES:
In the event of any litigation, including administrative proceedings, relating to this Agreement, including but not limited to any action or suit by any party, assignee or beneficiary against any other party, beneficiary or assignee, to enforce, interpret or seek relief from any provision or obligation arising out of this Agreement, the parties and litigants shall bear their own attorney’s fees and costs. No party or litigant shall be entitled to recover any attorneys’ fees or costs from any other party or litigant, regardless of which party or litigant might prevail.
21. HEALTH AND SAFETY REQUIREMENTS.
Provider acknowledges that the City shall have the right to impose , at the City’s sole discretion, requirements that it deems are necessary to protect the health and safety of the City employees, residents, and visitors. Provider agrees to comply with all such requirements, including, but not limited to, mandatory vaccinations, the use of personal protective equipment (e.g. masks), physical distancing, and health screenings. Provider also agrees to make available to the City, at the City’s request, records to demonstrate Provider’s compliance with this Section.
22. COMPLIANCE WITH ALL APPLICABLE LAWS:
During the term of this Agreement, Provider shall keep fully informed of all existing and future state and federal laws and all municipal ordinances and regulations of the City of Alameda which affect the manner in which the services or tasks are to be performed by Provider, as well as all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Provider shall comply with all applicable laws, state and federal and all ordinances, rules and regulations enacted or issued by the City.
23. CONFLICT OF LAW:
This Agreement shall be interpreted under, and enforced by the laws of the State of California without regard to any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities). Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Alameda, State of California.
24. WAIVER:
A waiver by the City of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character.
25. INTEGRATED CONTRACT:
Subject to the language of Section 30, the Recitals and exhibits are a material part of this Agreement and are expressly incorporated herein . This Agreement represents the full and DocuSign Envelope ID: EAB4F67C-2733-43E3-997C-D1A0D15BBF11
Ray’s Electric 11 Service Provider Agreement
Commercial Streets Barricades Version 05-23-23
complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied cov enant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both the City and Provider.
26. CAPTIONS:
The captions in this Agreement are for convenience only, are not a part o f the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement.
27. COUNTERPARTS:
This Agreement may be executed in any number of counterparts (including by fax, PDF , DocuSign, or other electronic means), each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
28. SIGNATORY:
By signing this A greement, signatory warrants and represents that they executed this Agreement in their authorized capacity and that by their signature on this Agreement, they or the entity upon behalf of which they acted, executed this Agreement.
29. CONTROLLING AGREEMENT:
In the event of a conflict between the terms and conditions of this Agreement (as amended, supplemented, restated or otherwise modified from time to time) and any other terms and conditions wherever contained, including, without limitation, terms and conditions included within exhibits, the terms and conditions of this Agreement shall control and be primary.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
DocuSign Envelope ID: EAB4F67C-2733-43E3-997C-D1A0D15BBF11 DocuSign Envelope ID: 77BC9743-BA4E-4B43-A24F-DFE930B422E7 DocuSign Envelope ID: EAB4F67C-2733-43E3-997C-D1A0D15BBF11
DocuSign Envelope ID: 77BC9743-BA4E-4B43-A24F-DFE930B422E7 DocuSign Envelope ID: EAB4F67C-2733-43E3-997C-D1A0D15BBF11 DocuSign Envelope ID: 77BC9743-BA4E-4B43-A24F-DFE930B422E7 DocuSign Envelope ID: EAB4F67C-2733-43E3-997C-D1A0D15BBF11 DocuSign Envelope ID: 77BC9743-BA4E-4B43-A24F-DFE930B422E7 DocuSign Envelope ID: EAB4F67C-2733-43E3-997C-D1A0D15BBF11 10/16/2023
DocuSign Envelope ID: 77BC9743-BA4E-4B43-A24F-DFE930B422E7 DocuSign Envelope ID: EAB4F67C-2733-43E3-997C-D1A0D15BBF11 DocuSign Envelope ID: 77BC9743-BA4E-4B43-A24F-DFE930B422E7 DocuSign Envelope ID: EAB4F67C-2733-43E3-997C-D1A0D15BBF11 DocuSign Envelope ID: 77BC9743-BA4E-4B43-A24F-DFE930B422E7 DocuSign Envelope ID: EAB4F67C-2733-43E3-997C-D1A0D15BBF11 DocuSign Envelope ID: 77BC9743-BA4E-4B43-A24F-DFE930B422E7 DocuSign Envelope ID: EAB4F67C-2733-43E3-997C-D1A0D15BBF11 DocuSign Envelope ID: 77BC9743-BA4E-4B43-A24F-DFE930B422E7 DocuSign Envelope ID: EAB4F67C-2733-43E3-997C-D1A0D15BBF11 DocuSign Envelope ID: 77BC9743-BA4E-4B43-A24F-DFE930B422E7 DocuSign Envelope ID: EAB4F67C-2733-43E3-997C-D1A0D15BBF11 DocuSign Envelope ID: 77BC9743-BA4E-4B43-A24F-DFE930B422E7 DocuSign Envelope ID: EAB4F67C-2733-43E3-997C-D1A0D15BBF11 DocuSign Envelope ID: 77BC9743-BA4E-4B43-A24F-DFE930B422E7 DocuSign Envelope ID: EAB4F67C-2733-43E3-997C-D1A0D15BBF11 DocuSign Envelope ID: 77BC9743-BA4E-4B43-A24F-DFE930B422E7 DocuSign Envelope ID: EAB4F67C-2733-43E3-997C-D1A0D15BBF11 DocuSign Envelope ID: 77BC9743-BA4E-4B43-A24F-DFE930B422E7 DocuSign Envelope ID: EAB4F67C-2733-43E3-997C-D1A0D15BBF11 DocuSign Envelope ID: 77BC9743-BA4E-4B43-A24F-DFE930B422E7 DocuSign Envelope ID: EAB4F67C-2733-43E3-997C-D1A0D15BBF11 DocuSign Envelope ID: 77BC9743-BA4E-4B43-A24F-DFE930B422E7 DocuSign Envelope ID: EAB4F67C-2733-43E3-997C-D1A0D15BBF11 DocuSign Envelope ID: 77BC9743-BA4E-4B43-A24F-DFE930B422E7 DocuSign Envelope ID: EAB4F67C-2733-43E3-997C-D1A0D15BBF11 DocuSign Envelope ID: 77BC9743-BA4E-4B43-A24F-DFE930B422E7 DocuSign Envelope ID: EAB4F67C-2733-43E3-997C-D1A0D15BBF11 DocuSign Envelope ID: 77BC9743-BA4E-4B43-A24F-DFE930B422E7 DocuSign Envelope ID: EAB4F67C-2733-43E3-997C-D1A0D15BBF11 DocuSign Envelope ID: 77BC9743-BA4E-4B43-A24F-DFE930B422E7 DocuSign Envelope ID: EAB4F67C-2733-43E3-997C-D1A0D15BBF11 DocuSign Envelope ID: 77BC9743-BA4E-4B43-A24F-DFE930B422E7 DocuSign Envelope ID: EAB4F67C-2733-43E3-997C-D1A0D15BBF11 DocuSign Envelope ID: 77BC9743-BA4E-4B43-A24F-DFE930B422E7 DocuSign Envelope ID: EAB4F67C-2733-43E3-997C-D1A0D15BBF11 DocuSign Envelope ID: 77BC9743-BA4E-4B43-A24F-DFE930B422E7 DocuSign Envelope ID: EAB4F67C-2733-43E3-997C-D1A0D15BBF11 DocuSign Envelope ID: 77BC9743-BA4E-4B43-A24F-DFE930B422E7 DocuSign Envelope ID: EAB4F67C-2733-43E3-997C-D1A0D15BBF11 DocuSign Envelope ID: 77BC9743-BA4E-4B43-A24F-DFE930B422E7 DocuSign Envelope ID: EAB4F67C-2733-43E3-997C-D1A0D15BBF11 DocuSign Envelope ID: 77BC9743-BA4E-4B43-A24F-DFE930B422E7 DocuSign Envelope ID: EAB4F67C-2733-43E3-997C-D1A0D15BBF11 DocuSign Envelope ID: EAB4F67C-2733-43E3-997C-D1A0D15BBF11 DocuSign Envelope ID: EAB4F67C-2733-43E3-997C-D1A0D15BBF11 DocuSign Envelope ID: EAB4F67C-2733-43E3-997C-D1A0D15BBF11 DocuSign Envelope ID: EAB4F67C-2733-43E3-997C-D1A0D15BBF11 DocuSign Envelope ID: EAB4F67C-2733-43E3-997C-D1A0D15BBF11 DocuSign Envelope ID: EAB4F67C-2733-43E3-997C-D1A0D15BBF11 DocuSign Envelope ID: EAB4F67C-2733-43E3-997C-D1A0D15BBF11 DocuSign Envelope ID: EAB4F67C-2733-43E3-997C-D1A0D15BBF11 DocuSign Envelope ID: EAB4F67C-2733-43E3-997C-D1A0D15BBF11 DocuSign Envelope ID: EAB4F67C-2733-43E3-997C-D1A0D15BBF11 DocuSign Envelope ID: EAB4F67C-2733-43E3-997C-D1A0D15BBF11 DocuSign Envelope ID: EAB4F67C-2733-43E3-997C-D1A0D15BBF11