PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made at Fairfield, California, as of- ~ - - - - ~ ' 20 _ _ , by and between the City of Fairfield, a municipal corporation (the "CITY") and l<ri'J1'Ml4\ £ ,-.>~ (f6'/2~ "CONSULTANT"), who agree as follows:
1) SERVICES. Subject to the terms and conditions set forth in this Agreement, CON SU LT ANT shall provide to the CITY the services described in Exhibit "A," which consists of the proposal submitted by CONSULTANT. CONSULTANT shall provide said services at the time, place, and in the manner specified in Exhibit "A."
2) PAYMENT. CITY shall pay CONSULTANT for services rendered pursuant to this Agreement at the times and in the manner set forth in Exhibit "A." The payments specified in Exhibit "A" shall be the only payments to be made to CONSULTANT for services rendered pursuant to this Agreement.
CONSULTANT shall submit all billings for said services to the CITY in the manner specified in Exhibit "A." 3) FACILITIES AND EQUIPMENT. CONSULTANT shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing services pursuant to this Agreement. 4) GENERAL PROVISIONS. The general provisions set forth in Exhibit "B" are part of this Agreement. In the event of any inconsistency between said general provisions and any other terms or conditions of this Agreement, the provisions set forth in Exhibit "B" shall control. 5) INSURANCE REQUIREMENTS. The insurance requirements set forth in Exhibit "C" are part of this Agreement. In the event of any inconsistency between said general provisions and any other terms or conditions of this Agreement, the requirements set forth in Exhibit "C" shall control. 6) BUSINESS LICENSE: The CONSULTANT shall obtain and keep current a business license for work within the City of Fairfield pursuant to Chapter l0B of the Fairfield City Code, with respect to the gross receipts received pursuant to this Agreement. No payments shall be made to any SERVICE PROVIDER until such business license has been obtained, and all fees paid therefore, by the CONSULTANT. Business license applications and information may be obtained from the Community Development Department, Fairfield City Hall, 1000 Webster Street, Fairfield, CA 94533-4883, {707-428- 7509) and online at www.fairfield.ca.gov/biz.
7) EXHIBITS. All exhibits referred to herein are att ached hereto and are by this reference incorporated herein.
8) TERM. This agreement shall be in effect through- - - - - - - - - ~ 9) GOVERNING LAW AND VENUE. Should either Party to this Agreement bring legal action against the other, the validity, interpretation, and performance of this Contract shall be controlled by and construed under the laws of California, excluding California's choice of law rules. Venue for any such action relating to this Agreement shall be in the Solano County Superior Court. 10) Where applicable, vehicles with a GVWR greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of Revised 1/09/2025
air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.qov/our-work/proqrams/advanced-clean-fleets 11) ENTIRE AGREEMENT. This Agreement, including any other documents incorporated herein by specific reference, represents the entire and integrated agreement between CITY and CONSULTANT.
This Agreement supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be modified or amended, nor any provision or breach waived, except in a writing signed by both parties which expressly refers to this Agreement. 12) COUNTERPARTS. This Agreement may be executed in counterpart originals, duplicate originals, or both, each of which is deemed to be an original for all purposes. 13) NOTICES. This Agreement is managed and administered on the CITY's behalf by the individual named below. All invoices must be submitted and approved by this individual and all notices shall be given to the CITY using the following contact information:
CITY Contact: Phil Layoso
E-mail: [email protected]
Address: 1000 Webster Steet - 3rd Floor, Fairfield, CA. 94533 Telephone: 707.428.7505
Notices must be given to CONSULTANT at the following:
CONSULTANT Contact: Richard Cole
E-mail:
Address:
Telephone:
[email protected]
14019 W 85th Street. Lenexa, KS, 66215
913.227.0603
EXECUTED as of the day first above-stated.
City of Fairfield, a municipal corporation
By: _
2 Revised 1/09/2025
EXHIBIT A
Quotation I Off er
This Quotation constitutes an offer by Rhythm to enter into a purchase contract. Client's acceptance of the unaltered terms of this offer, signified by Client's signature affixed to this offer, shall create a binding contract between Rhythm and Client. As is the case with any contract, neither party may modify the terms of this contract except by a writing signed by both Rhythm and Client. Unless signed by both Rhythm and Client, a writing or other document prepared or delivered after the creation of this contract shall be of no force or effect.
Agency & Project
Fairfield, CA Travis Blvd & Texas St Support & Hardware Warranty Renewal (through 5 years)
Quote Addressed To
Phil Layoso USA
Quote Information
Quote Reference 019183
Please direct any questions related to this quotation to:
Company Address 14019 w 95th St
Lenexa. KS, Kansas 66215
USA
Created Date
Prepared By
Email
3/10/2026
Richard Cole
[email protected]
Quote Line Items
Product Product Description Line Item Description Quantity ~:~! Total Price Support and Software
License
Hardware Warranty
'Technical Support and Software
• Updates
Hardware Warranty
Years 2-5 of Support (16 intersections x 4
years= qty 64)
Years 3-5 of Hardware Warranty (16
intersections x 3 years= qty 48
64.00 I $1.000.00 $64,000.00
48.00: $2,000.00 $96,000.00
I
Subtotal
Total Price
Grand Total
$160,000.00
$160,000.00
$160,000.00
The total contract value of $160,000 will be invoiced in thirty-six (36) equal monthly installments. Each invoice will be issued monthly in the amount of $4,444.45, beginning upon execution of this agreement. The sum of the thirty-six (36) invoices shall equal the total contract value stated in this quotation.
Notes
This quote is to extend the hardware warranty and remote support coverage for 16 intersections along Travis Blvd and Texas St. This would extend the current 1 year of support and 2 years of hardware warranty through 5 years of each.
.:iiii RHY T HM . - - - - - - - ENGINEERING
Payment Terms
1. Quote does not include additional fees in the event Rhythm serves as a primary contractor.
2. Any required bonding or licensing fees are not included in quote.
3. All taxes are the responsibility of client. FOB Point: Lenexa, KS.
4. Payment is due within 30 days of the invoice date. Client understands that Rhythm depends on Client prompt payment in the conduct of Rhythm's business. In particular, Client' s failure to pay timely the amounts owed to Rhythm jeopardizes Rhythm's ability to pay its employees, suppliers, and other creditors and may result in an impairment of Rhythm's credit standing and status with sureties and lenders. Because the damages Rhythm may sustain as a result of Client's late payment are diffi cult, if not impossible, to calculate, Client agrees that if Rhythm has not received payment within 30 days of invoicing, Client shall pay to Rhythm as liquidated damages an amount equal to 5% of the unpaid amounts. Client and Rhythm agree that the amount of liquidated damages is a reasonable estimate of Rhythm's damages, which are otherwise difficult to calculate. If payment exceeds 60 days past the invoice date (30 days past due), additional finance charges shall be applied at an interest rate of 18% APR. Finance charges are computed against the unpaid invoice balance, plus any liquidated damages and/or fees. Time is of the essence.
In addition to any other remedies available to Rhythm at law or in equity to address Client's breach of is obligations to pay Rhythm the amount due Rhythm on a timely basis, Rhythm may exercise one or all of the following remedies: (i) Client's default will excuse Rhythm from any further duty to supply materials to or perform services for Client; (ii) Rhythm will possess a vendor's lien, i.e., security interest, in the equipment and materials it has supplied to Client and, along with any other remedies a secured creditor possesses under the Uniform Commercial Code as enacted in Kansas, upon Client's default, Rhythm may repossess the equipment and materials in which it has a security interest; and (iii) upon Client's default, Rhythm may disable its traffi c monitoring system, and Client will indemnify and hold Rhythm harmless from any claims, causes of action, damages, or expenses arising out of the inoperability of Rhythm's equipment.
5. Client agrees that the laws of the State of Kansas apply to this Contract and all actions arising out of it. Client further agrees that this Contract is made in Kansas and Client subjects itself to the exclusive jurisdiction of federal or state court presiding over cases originating in Johnson County, Kansas and further agrees that venue is properly placed in a federal or state court presiding over cases originating in Johnson County, Kansas.
6. Invoices are generated upon shipment of material.
7. Client agrees that in the event either Rhythm or Client must initiate litigation or other enforcement proceeding the prevailing party in such litigation or other proceeding shall be entitled to recover its attorneys' fees and associated costs from the other party.
8. Rhythm acknowledges that Client may be in contractual privily regarding the services and materials encompassed by this Contract with a contractor or a governmental agency. Irrespective of the terms of Client's contract with a contractor or a government agency, the terms of this Contract supersede such other Contract. In the event of a confli ct between this Contract and Client's contract with a contractor or governmental agency, the terms of this Contract shall control. Client is, therefore, responsible for reconciling the terms of this Contract with other contracts which bind Client. Except to the extent it expressly agrees, Rhythm does not agree to be bound by the payment terms of Client's other contracts which relate to Rhythm's materials and services.
9. To the extent its rights as a third-party beneficiary do not confli ct with its rights under this Contract, Rhythm shall be a third-party beneficiary with regards to the payment provisions of Client's contract with a third-party responsibility for paying Client the funds payable to Rhythm.
10. Time is of the essence of this Contract, in particular with regard to the due date of payment.
11. Rhythm shall have the right to determine the method of payment of its invoices.
12. While Rhythm does not acknowledge that Client may reduce, or offset against, amounts due for Rhythm's materials and services, Client nonetheless agrees it will not withhold payment from Rhythm and all amounts are due without reduction or offset. In the event a dispute arises over Rhythm's billings, Client and Rhythm will resolve the dispute in accordance with this Contract and Client will not unilaterally act to enforce whatever it thinks its rights are by withholding payment.
13. Client represents to Rhythm that the signatory to this Quotation/Offer has been duly authorized by the client to sign this document on behalf of the client.
Please Sign Here
CLIENT (Signature)
(Printed name)
(Printed title)
(Date)
EXHIBIT "B"
GENERAL PROVISIONS
1) INDEPENDENT CONSULTANT. At all times during the term of this Agreement, CONSULTANT shall be an independent contractor and shall not be an employee of CITY. CITY shall have the right to control CONSULTANT only insofar as the results of CONSULTANT's services rendered pursuant to this Agreement; however, CITY shall not have the right to control the means by which CONSULTANT accomplishes services rendered pursuant to this Agreement. 2) LICENSES; PERMITS; ETC. CONSULTANT represents and warrants to CITY that CONSULTANT has all licenses, permits, qualifications, and approvals of whatsoever nature which are legally required for CONSULTANT to practice CONSULTANT's profession. CONSULTANT represents and warrants to CITY that CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any licenses, permits, and approvals which are legally required for CONSULTANT to practice his profession.
3) TIME. CONSULTANT shall devote such services pursuant to this Agreement as may be reasonably necessary for satisfactory performance of CONSULTANT's obligations pursuant to this Agreement. CONSULTANT shall adhere to the Schedule of Activities as described in their Executive Summary.
4) CONSULTANT NOT AN AGENT. Except as CITY may specify in writing, CONSULTANT shall have no authority, express or implied, to act on behalf of CITY in any capacity whatsoever as an agent.
CONSULTANT shall have no authority, express or implied, pursuant to this Agreement, to bind CITY to any obligation whatsoever.
5) ASSIGNMENT PROHIBITED. No party to this Agreement may assign any right or obligation pursuant to this Agreement. Any attempted or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect.
6) PERSONNEL. CONSULTANT shall assign only competent personnel to perform services pursuant to this Agreement. In the event that CITY, in its sole discretion, at any time during the term of this Agreement, desires the removal of any person or persons assigned by CONSULTANT to perform services pursuant to this Agreement, CONSULTANT shall remove any such person immediately upon receiving notice from CITY of the desire of CITY for the removal of such person or persons. 7) STANDARD OF PERFORMANCE. CONSULTANT shall perform all services required pursuant to this Agreement. Services shall be performed in the manner and according to the standards observed by a competent practitioner of the profession in which CONSULTANT is engaged in the geographical area in which CONSULTANT practices his profession. All products which CONSULTANT delivers to CITY pursuant to this Agreement shall be prepared in a workmanlike manner, and conform to the standards of quality normally observed by a person practicing in CONSULTANT's profession. CITY shall be the sole judge as to whether the product oft he CONSULTANT is satisfactory.
8) CANCELLATION OF AGREEMENT. This Agreement may be canceled at any time by the CITY at its discretion upon written notification to CONSULTANT. CONSULTANT is entitled to receive full payment for all services performed and all costs incurred up to and including the date of receipt of written notice 5 Revised 1/09/2025
to cease work on the project. CONSULTANT shall be entitled to no further compensation for work performed after the date of receipt of written notice to cease work. All completed and incomplete products up to the date of receipt of written notice to cease work shall become the property of CITY. 9) PRODUCTS OF CONSULTING. All products of the CONSULTANT provided under this Agreement shall be the property of the CITY.
10) INDEMNIFY AND HOLD HARMLESS.
a) If AGREEMENT is an agreement for design professional services subject to California Civil Code § 2782.8(a) and CONSULTANT is a design professional, as defined in California Civil Code § 2782.8(c)(2), to the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY and its elected officials, officers, agents, employees and designated volunteers (collectively "CITY lndemnitees") from and against any and all claims, losses, liabilities, damages, costs and expenses, including attorney's fees and costs, to the extent they arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT. CONSULTANT's duty to defend shall consist of reimbursement of defense costs incurred by CITY in direct proportion to the CONSULTANT's proportionate percentage of fault. CONSULTANT's percentage of fault shall be determined, as applicable, by a court of law, jury or arbitrator. In the event any loss, liability or damage is incurred by way of settlement or resolution without a court, jury or arbitrator having made a determination of the CONSULTANT's percentage of fault, the parties agree to mediation with a third party neutral to determine the CONSULTANT's proportionate percentage of fault for purposes of determining the amount of indemnity and defense cost reimbursement owed to the CITY.
b) If AGREEMENT is not an agreement for design professional services subject to California Civil Code § 2782.8(a) or CONSULTANT is not a design professional as defined in California Civil Code § 2782.8(c)(2), to the fullest extent allowed by law, CONSULTANT shall indemnify, defend, and hold harmless the CITY lndemnitees from all claims, suits, or actions of every name, kind and description, brought forth on account of injuries to or death of any person or damage to property arising from or connected with the willful misconduct, negligent acts, errors or omissions, ultra-hazardous activities, activities giving rise to strict liability, or defects in design by CONSULTANT or any person directly or indirectly employed by or acting as agent for CONSULTANT in the performance of this Agreement, including the concurrent or successive passive negligence of the CITY lndemnitees.
It is understood that the duty of CONSULTANT to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code.
Acceptance of insurance certificates and endorsements required under this Agreement does not relieve CONSULTANT from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply whether or not such insurance policies are determined to be applicable to any such damages or claims for damages.
CONSULTANT'S responsibility for such defense and indemnity shall survive termination or completion of this agreement for the full period of time allowed by law. 11) PROHIBITED INTERESTS. No employee of the CITY shall have any direct financial interest in this agreement. This agreement shall be voidable at the option of the CITY if this provision is violated. 6 Revised 1/09/2025
12) LOCAL EMPLOYMENT POLICY. The CITY desires wherever possible, to hire qualified local residents to work on city projects. Local resident is defined as a person who resides in Solano County.
The CITY encourages an active affirmative action program on the part of its contractors, consultants, and developers. When local projects require, subcontractors, contractors, consultants and developers will solicit proposals from qualified local firms where possible.
As a way of responding to the provisions of the Davis-Bacon Act and this program, contractor, consultants, and developers will be asked, to provide no more frequently than monthly, a report which lists the employee's name, job class, hours worked, salary paid, city of residence, and ethnic origin. 13) CONSULTANT NOT A PUBLIC OFFICIAL. CONSULTANT is not a "public official" for purposes of Government Code§§ 87200 et seq. CONSULTANT conducts research and arrives at his or her conclusions, advice, recommendation, or counsel independent of the control and direction of the CITY or any CITY official, other than normal contract monitoring. In addition, CONSULTANT possesses no authority with respect to any CITY decision beyond these conclusions, advice, recommendation, or counsel. 14) EMPLOYMENT DEVELOPMENT DEPARTMENT REPORTING REQUIREMENTS. When the CITY executes an agreement for or makes payment to CONSULTANT in the amount of $600 (six hundred dollars) or more in any one calendar year, CONSULTANT shall provide the following information to CITY to comply with Employment Development Department (EDD) reporting requirements:
a) Whether CONSULTANT is doing business as a sole proprietorship, partnership, limited liability partnership, corporation, limited liability corporation, non-profit corporation or other form of organization.
b) If CONSULTANT is doing business as a sole proprietorship, CONSULTANT shall provide the full name, address and social security number of the sole proprietor. c) If CONSULTANT is doing business as other than a sole proprietorship, CONSULTANT shall provide CONSULTANT'S federal tax identification number. 7 Revised 1/09/2025
EXHIBIT "C"
INSURANCE REQUIREMENTS
CONSULTANT shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the CONSULTANT, its agents, representatives, or employees. 1) MINIMUM SCOPE AND LIMITS OF INSURANCE
a) Commercial General Liability coverage (occurrence Form CG 00 01) with minimum limits of $1,000,000 per occurrence for bodily injury, personal injury, products and completed operations, and property damage. If Commercial General Liability or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
b) Automobile Liability coverage (Form CA 00 01 with Code 1 - any auto) with minimum limits of $1,000,000 per accident for bodily injury and property damage. c) Workers' Compensation insurance as required by the State of California and Employers' Liability insurance, each in the amount of $1,000,000 per accident for bodily injury or disease. 2) INDUSTRY SPECIFIC COVERAGES
If checked below, the following insurance is also required. r:l Professional Liability Insurance/ Errors and Omissions Liability in the minimum amount of $1,000,000 ~ per occurrence.
D Pollution Liability Insurance in the minimum amount of $1,000,000 per occurrence D Garage Keepers Insurance in the minimum amount of $1,000,000 per occurrence D Fidelity/ Crime/ Dishonesty Bond in the minimum amount of $ _ □ MCS-90 Endorsement to Business Automobile insurance for transportation of hazardous materials and pollutants
D Builder's Risk/ Course of Construction Insurance in the minimum amount of $ _ 3) INSURANCE PROVISIONS
a) DEDUCTIBLES AND SELF-INSURED RETENTIONS. Any deductibles or self-insured retentions must be declared to and approved by the CITY. At the option of the CITY, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the CITY, its officers, officials, employees and volunteers; or the CONSULTANT shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. b) The general and automobile liability policies (and if applicable, pollution liability, garage keepers 8 Revised 1/09/2025
liability and builder's risk policies) are to contain, or be endorsed to contain, the following provisions:
i) The CITY, its officers, officials, employees and volunteers are to be covered as insureds as respects: liability arising out of work or operations performed by or on behalf of the CONSULTANT; products and completed operations of the CONSULTANT; premises owned, occupied or used by the CONSULTANT; and automobiles owned, leased, hired or borrowed by the CONSULTANT. The coverage shall contain no special limitations on the scope of protection afforded to the CITY, its officers, officials, employees or volunteers. ii) For any claims related to this project, the CONSULTANT'S insurance coverage shall be primary insurance as respects the CITY, its officers, officials, employees and volunteers. Any insurance or self-insured maintained by the CITY, its officers, officials, employees or volunteers shall be in excess of the CONSULTANT'S insurance and shall not contribute with it. iii) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the CITY, its officers, officials, employees or volunteers.
iv) The CONSULTANT'S insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. v) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the CITY.
vi) The policy limits of coverage shall be made available to the full limits of the policy. The minimum limits stated above shall not serve to reduce the CONSULTANT'S policy limits of coverage.
Therefore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured, whichever is greater. c) ACCEPTABILITY OF INSURER. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the CITY.
VERIFICATION OF COVERAGE. CONSULTANT shall furnish the CITY with original endorsements effecting coverage required by this Exhibit D. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf; on forms equivalent to CG 20 10 11 85, subject to CITY approval; and submitted electronically via email at [email protected]. All insurance certificates and endorsements are to be received and approved by the CITY before work commences. At the request of the CITY, CONSULTANT shall provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications. d) SUB-CONTRACTORS. CONSULTANT shall require all subcontractors to procure and maintain insurance policies subject to the requirements ofExhibit D. Failure of CONSULTANTt o verify existence of sub contractor's insurance shall not relieve CONSULTANT from any claim arising from sub-contractors work on behalf of CONSULTANT.
9 Revised 1/09/2025