Agenda packet — Montebello City Council, February 14, 2024 (part 4 of 5)

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claims. Yunex LLC shall have the full and exclusive authority to defend and settle such claim(s) and will pay the damages and costs awarded in any suit or proceeding so defended. Buyer shall not make any admission(s) which might be prejudicial to Yunex LLC and shall not enter into a settlement without Yunex LLC' consent. Yunex LLC is not responsible for any settlement made without its prior written consent. If the Product, or any part thereof, as a result of any suit or proceeding so defended is held to constitute infringement or its use by Buyer is enjoined, Yunex LLC will, at its option and expense, either: (i) procure for Buyer the right to continue using said Product; (ii) replace it with substantially equivalent non-infringing Product; or (iii) modify the Product so it is non-infringing.

Yunex LLC will have no duty or obligation under this Article 11 if the Product is: (i) supplied according to Buyer's design or instructions and compliance therewith has caused Yunex LLC to deviate from its normal course of performance; (ii) modified by Buyer or its contractors after delivery; or (iii) combined by Buyer or its contractors with devices, methods, systems or processes not furnished hereunder and by reason of said design, instruction, modification, or combination a suit is brought against Buyer. In addition, if by reason of such design, instruction, modification or combination, a suit or proceeding is brought against Yunex LLC, Buyer must protect Yunex LLC in the same manner and to the same extent that Yunex LLC has agreed to protect Buyer under this Article 11.

THIS ARTICLE 11 IS AN EXCLUSIVE STATEMENT OF YUNEX LLC' DUTIES AND BUYER'S REMEDIES RELATING TO PATENTS, TRADE SECRETS AND COPYRIGHTS, AND DIRECT OR CONTRIBUTORY INFRINGEMENT THEREOF.

12. CONFIDENTIALITY. (a) Both during and after the term of this Agreement, the parties will treat as confidential all information obtained from the disclosing party and all information compiled or generated by the disclosing party under this Agreement for the receiving party, including but not limited to business information, manufacturing information, technical data, drawings, flow charts, program listings, software code, and other software, plans and projections. Neither party may disclose or refer to the work to be performed under this Agreement in any manner that identifies the other party without advance written permission. However, Yunex LLC has the right to share confidential information with its affiliates and subcontractors, provided those recipients are subject to the same confidentiality obligations set forth herein.
(b) Nothing in this Agreement requires a party to treat as confidential any information which: (i) is or becomes generally known to the public, without the fault of the receiving party; (ii) is disclosed to the receiving party, without obligation of confidentiality, by a third party having the right to make such disclosure; (iii) was previously known to the receiving party, without obligation of confidentiality, which fact can be demonstrated by means of documents which are in the possession of the receiving party upon the date of this Agreement; (iv) was independently developed by receiving party or its representatives, as evidenced by written records, without the use of discloser's confidential information; or (v) is required to be disclosed by law, except to the extent eligible for special treatment under an appropriate protective order, provided that the party required to disclose by law will promptly advise the originating party of any requirement to make such disclosure to allow the originating party the opportunity to obtain a protective order and assist the originating party in so doing. (c) It is Yunex LLC' policy not to unlawfully or improperly receive or use confidential information, including trade secrets, belonging to others. This policy precludes Yunex LLC from obtaining, directly or indirectly from any employee, contractor, or other individual rendering services to Yunex LLC confidential information of a prior employer, client or any other person which such employee, contractor, or individual is under an obligation not to disclose. Buyer agrees to abide by this policy.

13. COMPLIANCE WITH LAWS. The parties agree to comply with all applicable laws and regulations, including but not limited to those relating to the manufacture, purchase, resale, exportation, transfer, assignment or use of the Products.

14. CHANGES IN WORK. No change will be made to the scope of work unless Buyer and Yunex LLC agree in writing to the change and any resulting price, schedule or other contractual modifications. If any change to any law, rule, regulation, order, code, standard or requirement impacts Yunex LLC' obligations or performance under this Agreement, Yunex LLC may request a change order for an equitable adjustment in the price and time of performance.

15. NON-WAIVER. Any waiver by a party of strict compliance with this Agreement must be in writing, and any failure by the parties to require strict compliance in one instance will not waive its right to insist on strict compliance thereafter.

16. MODIFICATION OF TERMS. This Agreement may only be modified by a written instrument signed by authorized representatives of both parties.

17. ASSIGNMENT. Neither party may assign all or part of this Agreement, or any rights or obligations under this Agreement, without the prior written consent of the other; but either party may assign its rights and obligations, without recourse or consent, to any parent, wholly owned subsidiary, or affiliate or affiliate's successor organization (whether as a result of reorganization, restructuring or sale of substantially all of a party's assets). However, Buyer shall not assign this Agreement to: a competitor of Yunex LLC; an entity in litigation with Yunex LLC; or an entity lacking the financial capability to satisfy Buyer's obligations. Any assignee expressly assumes the performance of any obligation assigned. Yunex LLC may grant a security interest in this Agreement and/or assign proceeds of this Agreement without Buyer's consent.

18. APPLICABLE LAW AND JURISDICTION. This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

The application of the United Nations Convention on Contracts for the International Sale of Goods is excluded. BOTH YUNEX LLC AND BUYER KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVE ALL RIGHTS TO A JURY TRIAL IN ANY ACTION OR PROCEEDING RELATED IN ANY WAY TO THIS AGREEMENT. Each party agrees that claims and disputes arising out of this Agreement must be decided exclusively in a federal or state court of competent jurisdiction located in a state in which either Buyer or Yunex LLC maintains its principal place of business. Each party submits to the personal jurisdiction of such courts for the purpose of litigating any claims or disputes.

19. SEVERABILITY. If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions will not in any way be affected or impaired. A court may modify the invalid, illegal or unenforceable provision to reflect, as closely as possible, the parties' original intent.

20. EXPORT / IMPORT COMPLIANCE. Buyer acknowledges that Yunex LLC is required to comply with applicable export / import laws and regulations relating to the sale, export, import, transfer, assignment, disposal and use of the Products, including any export / import license requirements. Buyer agrees that Products will not at any time directly or indirectly be used, exported, imported, sold, transferred, assigned or otherwise disposed of in a manner which will result in non-compliance with any export / import laws and regulations. Yunex LLC' continuing performance hereunder is conditioned on compliance with such export / import laws and regulations at all times.

21. PRODUCT RETURNS. Prior to the return of any Product to Yunex LLC, Buyer must identify the Product or portion thereof and obtain written authorization and shipping instructions from Yunex LLC. Yunex LLC has the right, in its sole discretion, to permit or reject any such return. Yunex LLC' authorization to return any Product to Yunex LLC does not relieve Buyer of its obligation to pay for such Product. Upon receipt, inspection, and acceptance of the Product by Yunex LLC, Yunex LLC will issue a credit memo to Buyer, less applicable re-stocking fees. Yunex LLC reserves the right to reject any hazardous material.

22. NUCLEAR. Unless expressly authorized in writing by Yunex LLC, the Products must not be used in or in connection with a nuclear facility or application. If Buyer uses any Product in connection with any nuclear facility or activity, it does so at its own risk and Buyer will indemnify, defend and hold Yunex LLC harmless, and waives and will require its insurers to waive all right of recovery against Yunex LLC for any damage, loss, destruction, injury or death resulting from a "nuclear incident," as defined in the Atomic Energy Act of 1954, as amended, whether or not due to Yunex LLC' negligence. Yunex LLC' consent to Buyer's use of the Product in connection with any nuclear facility or application will be subject to additional terms and conditions that Yunex LLC deems necessary to protect its interests.

23. SURVIVAL. The articles titled "Patent and Copyright Infringement," "Limitation of Liability," "Confidentiality," "Delivery; Title; Risk of Loss," "Export / Import Compliance," and "Nuclear" survive termination, expiration or cancellation of this Agreement. __
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Page 360 of 548 ends

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Invoice
Invoice No Date
5610284341 07/18/2023Cu
stomer No
30464259 Page 1 of 3
Cust PO No Cust PO Date Quotation No
Email 05/17/2022
Sales Order No Sales Ord Date Lock Box No
3009099065 05/17/2022 23433
Bill To:

CITY OF MONTEBELLO
1600 W BEVERLY BLVD
MONTEBELLO CA 90640
Sold To:

CITY OF MONTEBELLO
1600 W BEVERLY BLVD
MONTEBELLO CA 90640
Ship To:

CITY OF MONTEBELLO
1600 W BEVERLY BLVD
MONTEBELLO CA 90640
Remit check payments to: Remit Incoming Wires To: Remit Incoming ACH's To:

Yunex LLC
PO Box 23433
New York NY 10087
Yunex LLC
New York
ABA# 021000021
Swift: CHASUS33
Account: 789161756
Send Remittance Instructions to:
[email protected]
JPMorgan Chase - New York
Account Name Yunex LLC
Bank Swift BIC CHASUS33
Routing Number 021000021
Account Number 789161756
Delivery#: Ship Date:

INCO Terms: Free on board
ORIGIN
Line
Item Material Number/Description U/M Invoice
Qty
Unit
Price
Total
Price
700 TYZ:RCM_MFX_INTRSC PC 1 1,695.00
Beverly & Howard; Install new Polara APS
Beverly/Howard
Furnish and install new APS on the NWC
Furnish and install a new Type (1) Polara 2-wire PPB iNS29UN1-Y at the subject line location. During the recent
traffic collision that damaged the existing Type 17 pole shaft, the APS was destroyed on the existing pedestrian
push button post in front of the pole.

Re-install a new PPB on the existing foundation and a
standard bulldog push button.

Total Wt.: 0 KG Currency: USD Invoice Total: 1,695.00 Payment Terms: Net Due 30 Days Net Due By: 08/17/2023
"These items are controlled by the U.S. Government (when labeled with "ECCN" unequal "N") and authorized for export only to the country of ultimate destination for use by the ultimate consignee or end-user(s) herein identified. They may not be resold, transferred, or otherwise disposed of, to any other country or to any person other than the authorized ultimate consignee or end-user(s), either in their original form or after being incorporated into other items, without first obtaining approval from the U.S. Government or as otherwise authorized by U.S. law and regulations. Items labeled with "AL" unequal "N" are subject to European / national export authorization. Items without label, with label "AL:N" / "ECCN:N" or label "AL:9X9999" / "ECCN: 9X9999" may require authorization from responsible authorities depending on the final end-use, or the destination." "We hereby certify that these goods were produced in compliance with all the applicable requirements of Section 6, 7, and 12 of the Fair Labor Standards Act, as amended, and regulations and orders of the United States Department of Labor issued under Section 14, thereof."

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YUNEX LLC TERMS AND CONDITIONS OF SALE FOR PRODUCTS

1. APPLICABLE TERMS. This Agreement governs the sale of equipment, components, parts, and materials provided by Yunex LLC ("Products"). Any applicable addenda, these terms, Yunex LLC proposal, price quote, purchase order, or acknowledgement issued by Yunex LLC form the parties' final agreement ("Agreement"). In the event of a conflict between these documents, precedence shall apply in accordance with the order listed in the previous sentence. Yunex LLC' proposal, offer or acceptance is conditioned on Buyer's acceptance of this Agreement. Any additional or conflicting terms in Buyer's request for proposal, specifications, purchase order or any other written or oral communication are not binding on Yunex LLC unless separately signed by Yunex LLC. Yunex LLC' failure to object to Buyer's additional or conflicting terms does not operate as a waiver of any terms contained in this Agreement.

2. PRICING & PAYMENT. Prices and payment terms are: (i) as stated in Yunex LLC' proposal, or if none are stated; (ii) Yunex LLC' standard prices in effect when Yunex LLC receives Buyer's purchase order; or if neither (i) or (ii) apply, then Yunex LLC' standard prices in effect when the Products ship. (a) Payment. Unless stated in Yunex LLC' proposal, all payments are due net thirty (30) days from the invoice date in United States Dollars. (b) Credit Approval. All orders are subject to credit approval by Yunex LLC. Yunex LLC may modify, suspend or withdraw the credit amount or payment terms at any time. If there is doubt as to Buyer's financial condition, Yunex LLC may withhold manufacturing or shipment, require cash payments, or require other satisfactory security. Yunex LLC may recover shipped Products from the carrier pending such assurances.
(c) Installment Shipment. Where Products are delivered in shipments or only part of a shipment fails to comply with this Agreement, the Buyer may only reject the non-compliant portion. Buyer will separately pay for each shipment. If Yunex LLC holds or stores Products for Buyer, it shall do so at Buyer's sole risk and expense. (d) Taxes, Shipping, Packing, Handling. Unless stated in writing by Yunex LLC, Yunex LLC' prices exclude charges for freight, unloading, storage, insurance, taxes, excises, fees, duties or other government charges related to the Products. Buyer will pay these amounts or reimburse Yunex LLC. If Buyer claims a tax or other exemption or direct payment permit, Buyer will provide a valid exemption certificate or permit and indemnify, defend and hold Yunex LLC harmless from any taxes, costs and penalties arising from same. Yunex LLC' prices include the costs of its standard domestic packing only. Any packing deviation, including U.S. Government sealed packing, will be charged to Buyer. Increases, changes (including in application), adjustments or surcharges which may be incurred are for Buyer's account.
(e) Late Payments. Late payments shall bear interest at an annual percentage rate of twelve percent (12%) or the highest rate allowed by law, whichever is lower. (f) Disputed Invoice. If Buyer disputes all or any portion of an invoice, it must first deliver written notice to Yunex LLC of the disputed amount and the basis for the dispute within twenty-one (21) days of receiving the invoice. Failure of Buyer to timely notify Yunex LLC of any dispute constitutes a waiver of Buyer's claim. If Buyer only disputes a portion of the invoice, Buyer must pay the undisputed portion in accordance with Article 2(a). Upon resolution of the dispute, Buyer must pay the invoice or the remainder of the invoice, plus any accrued interest on the late payment. (g) Suspension/Termination Right. Yunex LLC may suspend work if an undisputed invoice is more than thirty (30) days past due. Yunex LLC may terminate this Agreement if an undisputed invoice is more than sixty (60) days past due. Unless prohibited by law, Yunex LLC may also terminate this Agreement immediately in the event of a material adverse change in Buyer's financial condition including, but not limited to, bankruptcy, insolvency, liquidation or similar financial condition.

3. DELIVERY; TITLE; RISK OF LOSS. Products will be delivered F.O.B. Yunex LLC point of shipment with title and risk of loss or damage passing to Buyer at that point. Buyer is responsible for all transportation, insurance and related expenses. The related expenses shall include any taxes, duties or documentation fees. Yunex LLC may make partial shipments. Any shipping, delivery and installation dates are estimated dates only. Yunex LLC is not liable for any loss or expense incurred by Buyer or Buyer's customers if Yunex LLC fails to meet its delivery schedule.

4. DEFERMENT AND CANCELLATION. Buyer has no right to defer shipment but may cancel this Agreement on thirty (30) days written notice if Yunex LLC has not already performed. If Buyer cancels this Agreement, it shall pay all cancellation charges including, without limitation: (i) the full price for any finished Product; (ii) for partially completed product, the portion of the price determined to be due by Yunex LLC based on its percentage of completion of the Product; (iii) reasonable overhead and profit; and (iv) any payments due subcontractors and/or suppliers for any materials, components or products ordered which cannot be cancelled, refunded, or redirected for other beneficial use.

5. TRANSPORTATION AND STORAGE. (a) When Products are ready for shipment, Yunex LLC will: (i) inform Buyer, and Buyer will then promptly give shipping instructions to Yunex LLC; (ii) determine the method of transportation and shipment routing; and (iii) ship the Products with freight prepaid by normal transportation. If Buyer fails to provide timely shipping instructions, Yunex LLC will ship the Products by normal transportation means to Buyer or to a storage location selected by Yunex LLC. Buyer will pay or reimburse any excess transportation charges for special or expedited transportation.
(b) If Products are placed into storage, delivery occurs and risk of loss transfers to Buyer when the Products are placed on the carrier for shipment to the storage location. If the Products are to be stored in the facility where manufactured, delivery occurs and risk of loss transfers to Buyer when placed in the storage location.

Buyer will pay all Yunex LLC' storage expenses, including but not limited to, preparation for and placement into storage, handling, freight, storage, inspection, preservation, maintenance, taxes and insurance, upon receipt of an invoice(s) from Yunex LLC. When conditions permit and upon payment to Yunex LLC of all amounts due, Buyer must arrange, at its expense, to remove the Products from storage. Buyer bears the risk of loss, damage or destruction to Products in storage.

6. FORCE MAJEURE / DELAYS. If Yunex LLC' performance is delayed by any cause beyond its reasonable control (regardless of whether the cause was foreseeable), including without limitation acts of God, strikes, labor shortage or disturbance, fire, accident, war or civil disturbance, delays of carriers, cyber-attacks, terrorist attacks, failure of normal sources of supply, or acts or inaction of government, Yunex LLC' time of performance will be extended by a period equal to the length of the delay plus any consequences of the delay. Yunex LLC will notify Buyer within a reasonable time after becoming aware of any such delay.

7. BUYER'S REQUIREMENTS. Yunex LLC' performance is contingent upon Buyer timely fulfilling all of its obligations under this Agreement. These obligations include the Buyer supplying all documents and approvals needed for Yunex LLC to perform, including but not limited to technical information and data, drawing and document approvals, and necessary commercial documentation.

Yunex LLC may request a change order for an equitable adjustment in prices and times for performance, as well as for any additional costs or any delay resulting from the failure of Buyer or Buyer's contractors, successors or assigns to meet these obligations.

8. INDEMNITY. Yunex LLC and Buyer (each as an "Indemnitor") shall indemnify the other ("Indemnitee") from and against all third party claims alleging bodily injury, death or damage to a third party's tangible property, but only to the extent caused by the Indemnitor's negligent acts or omissions. If the injury or damage is caused by the parties' joint or contributory negligence, the loss and/or expenses shall be borne by each party in proportion to its degree of fault. No part of the Product(s) or Buyer's site is considered third party property.

Indemnitee shall provide the Indemnitor with prompt written notice of any third party claims covered by this Article. Indemnitor has the unrestricted right to select and hire counsel and the exclusive right to conduct the legal defense and/or settle the claim on the Indemnitee's behalf. The Indemnitee shall not make any admission(s) which might be prejudicial to the Indemnitor and shall not enter into a settlement without the express permission of the Indemnitor.

9. WARRANTIES. (a) Warranties. Yunex LLC warrants that: (i) each Product is free from defects in material and workmanship; (ii) each Product materially conforms to Yunex LLC' specifications that are attached to, or expressly incorporated into this Agreement; and (iii) at the time of delivery, Yunex LLC has title to each Product free and clear of liens and encumbrances (collectively, the "Warranties"). The Warranties do not apply to software furnished by Yunex LLC. The sole and exclusive warranties for any software are set forth in the applicable Software License/Warranty Addendum. (b) Conditions to the Warranties. The Warranties are conditioned on: (i) no repairs, modifications or alterations being made to the Product other than by Yunex LLC or its authorized representatives; (ii) Buyer handling, using, storing, installing, operating and maintaining the Product in compliance with any parameters or instructions in any specifications attached to, or incorporated into this Agreement; (iii) compliance with all generally accepted industry standards; (iv) Buyer discontinuing use of the Product after it has, or should have had, knowledge of any defect; (v) Buyer providing prompt written notice of any warranty claims within the warranty period described below; (vi) at Yunex LLC' discretion, Buyer either removing and shipping the Product or non-conforming part thereof to Yunex LLC, at Buyer's expense, or granting Yunex LLC reasonable access to the Products to assess the warranty claims; (vii) Product not having been subjected to accident (including force majeure), alteration, abuse or misuse; and (viii) Buyer not being in default of any payment obligation. (c) Exclusions from Warranty Coverage. The Warranties do not apply to any equipment not provided by Yunex LLC under this Agreement.

Any Product that is described as being experimental, developmental, prototype, or pilot is specifically excluded from the Warranties and is provided to Buyer "as is" with no warranties of any kind. Normal wear and tear is excluded, including any expendable items that comprise part of the Product (such as fuses, light bulbs and lamps). Yunex LLC does not warrant or guarantee that any Product will be secure from cyber threats, hacking or similar malicious activity. Products that are networked, connected to the internet, or otherwise connected to computers or other devices must be appropriately protected by Buyer and/or end user against unauthorized access. (d) Warranty Period. Buyer must provide written notice of any claims for breach of Warranties by the earlier of twelve (12) months from initial operation of the Product or eighteen (18) months from shipment. Additionally, absent written notice within the warranty period, any use or possession of the Product after expiration of the warranty period is conclusive evidence that the Warranties have been satisfied.
(e) Remedies. Buyer's sole and exclusive remedies for breach of the Warranties are limited, at Yunex LLC' discretion, to repair or replacement of the Product, or its non-conforming parts, within a reasonable time period, or refund of all or part of the purchase price. The warranty on repaired or replaced parts is limited to the remainder of the original warranty period. Unless Yunex LLC agrees otherwise in writing, Buyer will be responsible for any costs associated with: (i) gaining access to the Product; (ii) removal, disassembly, replacement, installation, or reinstallation of any equipment, materials or structures to permit Yunex LLC to perform its warranty obligations; (iii) transportation to and from the Yunex LLC factory or repair facility; and (iv) damage to equipment components or parts resulting in whole or in part from non-compliance by the Buyer with Article 9(b) or from their deteriorated condition. All exchanged Products replaced under this Warranty will become the property of Yunex LLC.
(f) Transferability. The Warranties are only transferable during the warranty period and only to the Product's initial end-user. (g) THE WARRANTIES IN THIS ARTICLE 9 ARE YUNEX LLC' SOLE AND EXCLUSIVE WARRANTIES AND ARE SUBJECT TO THE LIMITS OF LIABILITY IN ARTICLE 10 BELOW. YUNEX LLC

MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING AND USAGE OF TRADE.

10. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, YUNEX LLC IS NOT LIABLE, WHETHER BASED IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR: LOSS OF USE, REVENUE, SAVINGS, PROFIT, INTEREST,

GOODWILL OR OPPORTUNITY, COSTS OF CAPITAL, COSTS OF REPLACEMENT OR SUBSTITUTE USE OR PERFORMANCE, LOSS OF INFORMATION AND DATA, LOSS OF POWER,

VOLTAGE IRREGULARITIES OR FREQUENCY FLUCTUATION, CLAIMS ARISING FROM BUYER'S THIRD PARTY CONTRACTS, OR FOR ANY TYPE OF INDIRECT, SPECIAL, LIQUIDATED, PUNITIVE, EXEMPLARY, COLLATERAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER LOSS OR COST OF A SIMILAR TYPE.

YUNEX LLC' MAXIMUM LIABILITY UNDER THIS AGREEMENT IS THE ACTUAL PURCHASE PRICE RECEIVED BY YUNEX LLC FOR THE PRODUCT THAT GAVE RISE TO THE CLAIM.

BUYER AGREES THAT THE EXCLUSIONS AND LIMITATIONS IN THIS ARTICLE 10 WILL PREVAIL OVER ANY CONFLICTING TERMS AND CONDITIONS IN THIS AGREEMENT AND MUST BE GIVEN FULL FORCE AND EFFECT, WHETHER OR NOT ANY OR ALL SUCH REMEDIES ARE DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. THESE LIMITATIONS OF LIABILITY ARE EFFECTIVE EVEN IF YUNEX LLC HAS BEEN ADVISED BY BUYER OF THE POSSIBILITY OF SUCH DAMAGES. THE WAIVERS AND DISCLAIMERS OF LIABILITY, RELEASES FROM LIABILITY AND LIMITATIONS ON LIABILITY EXPRESSED IN THIS ARTICLE 10 EXTEND TO YUNEX LLC' AFFILIATES, PARTNERS, PRINCIPALS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, SUPPLIERS, AGENTS, AND SUCCESSORS AND ASSIGNS.

11. PATENT AND COPYRIGHT INFRINGEMENT. Yunex LLC will, at its option and expense, defend or settle any suit or proceeding brought against Buyer based on an allegation that any Product or use thereof for its intended purpose constitutes an infringement of any Patent Cooperation Treaty country member's patent or misappropriation of a third party's trade secret or copyright in the country where the Product is delivered by Yunex LLC. Buyer will promptly give Yunex LLC written notice of the suit or proceeding and the authority, information, and assistance needed to defend the __
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THIS ARTICLE 11 IS AN EXCLUSIVE STATEMENT OF YUNEX LLC' DUTIES AND BUYER'S REMEDIES RELATING TO PATENTS, TRADE SECRETS AND COPYRIGHTS, AND DIRECT OR CONTRIBUTORY INFRINGEMENT THEREOF.

16. MODIFICATION OF TERMS. This Agreement may only be modified by a written instrument signed by authorized representatives of both parties.

18. APPLICABLE LAW AND JURISDICTION. This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

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__ __
__ __
Invoice
Invoice No Date
5610284346 07/18/2023Cu
stomer No
30464259 Page 1 of 3
Cust PO No Cust PO Date Quotation No
Email 05/17/2022
Sales Order No Sales Ord Date Lock Box No
3009099065 05/17/2022 23433
Bill To:

CITY OF MONTEBELLO
1600 W BEVERLY BLVD
MONTEBELLO CA 90640
Sold To:

CITY OF MONTEBELLO
1600 W BEVERLY BLVD
MONTEBELLO CA 90640
Ship To:

CITY OF MONTEBELLO
1600 W BEVERLY BLVD
MONTEBELLO CA 90640
Remit check payments to: Remit Incoming Wires To: Remit Incoming ACH's To:

INCO Terms: Free on board
ORIGIN
Line
Item Material Number/Description U/M Invoice
Qty
Unit
Price
Total
Price
400 TYZ:RCM_MFX_INTRSC PC 1 14,175.00
Beverly & Howard; Install Type 17B Pole

Beverly/Howard
Furnish and install new 17B-1-70 1988 pole shaft on NWC Install a new Type 17B-1-70 pole shaft on existing foundation.

Reused existing mast arm and equipment.

Total Wt.: 0 KG Currency: USD Invoice Total: 14,175.00 Payment Terms: Net Due 30 Days Net Due By: 08/17/2023
"These items are controlled by the U.S. Government (when labeled with "ECCN" unequal "N") and authorized for export only to the country of ultimate destination for use by the ultimate consignee or end-user(s) herein identified. They may not be resold, transferred, or otherwise disposed of, to any other country or to any person other than the authorized ultimate consignee or end-user(s), either in their original form or after being incorporated into other items, without first obtaining approval from the U.S. Government or as otherwise authorized by U.S. law and regulations. Items labeled with "AL" unequal "N" are subject to European / national export authorization. Items without label, with label "AL:N" / "ECCN:N" or label "AL:9X9999" / "ECCN: 9X9999" may require authorization from responsible authorities depending on the final end-use, or the destination." "We hereby certify that these goods were produced in compliance with all the applicable requirements of Section 6, 7, and 12 of the Fair Labor Standards Act, as amended, and regulations and orders of the United States Department of Labor issued under Section 14, thereof."

Page 365 of 548 ends

YUNEX LLC TERMS AND CONDITIONS OF SALE FOR PRODUCTS

MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING AND USAGE OF TRADE.

GOODWILL OR OPPORTUNITY, COSTS OF CAPITAL, COSTS OF REPLACEMENT OR SUBSTITUTE USE OR PERFORMANCE, LOSS OF INFORMATION AND DATA, LOSS OF POWER,

YUNEX LLC' MAXIMUM LIABILITY UNDER THIS AGREEMENT IS THE ACTUAL PURCHASE PRICE RECEIVED BY YUNEX LLC FOR THE PRODUCT THAT GAVE RISE TO THE CLAIM.

Page 366 of 548 ends

THIS ARTICLE 11 IS AN EXCLUSIVE STATEMENT OF YUNEX LLC' DUTIES AND BUYER'S REMEDIES RELATING TO PATENTS, TRADE SECRETS AND COPYRIGHTS, AND DIRECT OR CONTRIBUTORY INFRINGEMENT THEREOF.

16. MODIFICATION OF TERMS. This Agreement may only be modified by a written instrument signed by authorized representatives of both parties.

18. APPLICABLE LAW AND JURISDICTION. This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

Page 367 of 548 ends

Page 368 of 548 ends

__ __
__ __
Invoice
Invoice No Date
5610284313 07/18/2023Cu
stomer No
30464259 Page 1 of 3
Cust PO No Cust PO Date Quotation No
Email 05/17/2022
Sales Order No Sales Ord Date Lock Box No
3009099065 05/17/2022 23433
Bill To:

CITY OF MONTEBELLO
1600 W BEVERLY BLVD
MONTEBELLO CA 90640
Sold To:

CITY OF MONTEBELLO
1600 W BEVERLY BLVD
MONTEBELLO CA 90640
Ship To:

CITY OF MONTEBELLO
1600 W BEVERLY BLVD
MONTEBELLO CA 90640
Remit check payments to: Remit Incoming Wires To: Remit Incoming ACH's To:

INCO Terms: Free on board
ORIGIN
Line
Item Material Number/Description U/M Invoice
Qty
Unit
Price
Total
Price
500 TYZ:RCM_MFX_INTRSC PC 1 4,995.00
Whittier & 5th; Install new 170ATC Conr
Whittier/5th
Furnish and install new 170ATC/HC11 w Q-UART Controller Install a new 170ATC/H11 with Q-UART controller unit due to the existing controller is obsolete.

Total Wt.: 0 KG Currency: USD Invoice Total: 4,995.00 Payment Terms: Net Due 30 Days Net Due By: 08/17/2023
"These items are controlled by the U.S. Government (when labeled with "ECCN" unequal "N") and authorized for export only to the country of ultimate destination for use by the ultimate consignee or end-user(s) herein identified. They may not be resold, transferred, or otherwise disposed of, to any other country or to any person other than the authorized ultimate consignee or end-user(s), either in their original form or after being incorporated into other items, without first obtaining approval from the U.S. Government or as otherwise authorized by U.S. law and regulations. Items labeled with "AL" unequal "N" are subject to European / national export authorization. Items without label, with label "AL:N" / "ECCN:N" or label "AL:9X9999" / "ECCN: 9X9999" may require authorization from responsible authorities depending on the final end-use, or the destination." "We hereby certify that these goods were produced in compliance with all the applicable requirements of Section 6, 7, and 12 of the Fair Labor Standards Act, as amended, and regulations and orders of the United States Department of Labor issued under Section 14, thereof."

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YUNEX LLC TERMS AND CONDITIONS OF SALE FOR PRODUCTS

MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING AND USAGE OF TRADE.

GOODWILL OR OPPORTUNITY, COSTS OF CAPITAL, COSTS OF REPLACEMENT OR SUBSTITUTE USE OR PERFORMANCE, LOSS OF INFORMATION AND DATA, LOSS OF POWER,

YUNEX LLC' MAXIMUM LIABILITY UNDER THIS AGREEMENT IS THE ACTUAL PURCHASE PRICE RECEIVED BY YUNEX LLC FOR THE PRODUCT THAT GAVE RISE TO THE CLAIM.

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THIS ARTICLE 11 IS AN EXCLUSIVE STATEMENT OF YUNEX LLC' DUTIES AND BUYER'S REMEDIES RELATING TO PATENTS, TRADE SECRETS AND COPYRIGHTS, AND DIRECT OR CONTRIBUTORY INFRINGEMENT THEREOF.

16. MODIFICATION OF TERMS. This Agreement may only be modified by a written instrument signed by authorized representatives of both parties.

18. APPLICABLE LAW AND JURISDICTION. This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

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__ __
__ __
Invoice
Invoice No Date
5610284318 07/18/2023Cu
stomer No
30464259 Page 1 of 3
Cust PO No Cust PO Date Quotation No
Email 05/17/2022
Sales Order No Sales Ord Date Lock Box No
3009099065 05/17/2022 23433
Bill To:

CITY OF MONTEBELLO
1600 W BEVERLY BLVD
MONTEBELLO CA 90640
Sold To:

CITY OF MONTEBELLO
1600 W BEVERLY BLVD
MONTEBELLO CA 90640
Ship To:

CITY OF MONTEBELLO
1600 W BEVERLY BLVD
MONTEBELLO CA 90640
Remit check payments to: Remit Incoming Wires To: Remit Incoming ACH's To:

INCO Terms: Free on board
ORIGIN
Line
Item Material Number/Description U/M Invoice
Qty
Unit
Price
Total
Price
300 TYZ:RCM_MFX_INTRSC PC 1 1,495.00
Beverly& Taylor; RMA 170 Controller Unit
Beverly/Taylor
RMA 170E controller
Repaired city owned 170E controller with serial number 19675.

Total Wt.: 0 KG Currency: USD Invoice Total: 1,495.00 Payment Terms: Net Due 30 Days Net Due By: 08/17/2023
"These items are controlled by the U.S. Government (when labeled with "ECCN" unequal "N") and authorized for export only to the country of ultimate destination for use by the ultimate consignee or end-user(s) herein identified. They may not be resold, transferred, or otherwise disposed of, to any other country or to any person other than the authorized ultimate consignee or end-user(s), either in their original form or after being incorporated into other items, without first obtaining approval from the U.S. Government or as otherwise authorized by U.S. law and regulations. Items labeled with "AL" unequal "N" are subject to European / national export authorization. Items without label, with label "AL:N" / "ECCN:N" or label "AL:9X9999" / "ECCN: 9X9999" may require authorization from responsible authorities depending on the final end-use, or the destination." "We hereby certify that these goods were produced in compliance with all the applicable requirements of Section 6, 7, and 12 of the Fair Labor Standards Act, as amended, and regulations and orders of the United States Department of Labor issued under Section 14, thereof."

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YUNEX LLC TERMS AND CONDITIONS OF SALE FOR PRODUCTS

MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING AND USAGE OF TRADE.

GOODWILL OR OPPORTUNITY, COSTS OF CAPITAL, COSTS OF REPLACEMENT OR SUBSTITUTE USE OR PERFORMANCE, LOSS OF INFORMATION AND DATA, LOSS OF POWER,

YUNEX LLC' MAXIMUM LIABILITY UNDER THIS AGREEMENT IS THE ACTUAL PURCHASE PRICE RECEIVED BY YUNEX LLC FOR THE PRODUCT THAT GAVE RISE TO THE CLAIM.

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THIS ARTICLE 11 IS AN EXCLUSIVE STATEMENT OF YUNEX LLC' DUTIES AND BUYER'S REMEDIES RELATING TO PATENTS, TRADE SECRETS AND COPYRIGHTS, AND DIRECT OR CONTRIBUTORY INFRINGEMENT THEREOF.

16. MODIFICATION OF TERMS. This Agreement may only be modified by a written instrument signed by authorized representatives of both parties.

18. APPLICABLE LAW AND JURISDICTION. This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

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ATTACHMENT D

... ,_ C'1

Adopted
10/31/23
Kassakhian/Devine

Absent: Asatryan

RESOLUTION NO. 23-160

A RESOLUTION OF THE COUNCIL OF THE CITY OF GLENDALE, CALIFORNIA DISPENSING WITH COMPETITIVE BIDDING; APPROVING A CONTRACT AWARD

THROUGH A COMPETITIVE REQUEST FOR PROPOSAL PROCUREMENT
PROCESS; AND AUTHORIZING THE CITY MANAGER OR DESIGNEE TO EXECUTE

A MULTI-YEAR (THREE YEARS AND FIVE MONTHS) SERVICE AGREEMENT WITH

YUNEX TRAFIC LLC FOR MAINTENANCE SERVICES FOR THE CITY'S TRAFFIC

SIGNALS AND OTHER TRAFFIC -RELATED ELECTRICAL DEVICES IN THE AMOUNT OF $2,975,058, WITH AN OPTION FOR TWO ONE -YEAR EXTENSIONS

FOR A TOTAL AGREEMENT DURATION OF FIVE YEARS AND FIVE MONTHS AND TOTAL AGREEMENT AMOUNT OF $5,499,529

WHEREAS, the Public Works department is responsible for maintaining traffic signals and other electrically powered traffic devices, including preventive and responsive activities to preserve traffic signal infrastructure necessary for the safe and efficient utilization of the city's streets; and
WHEREAS, essential to these services is the ability to provide flexible, responsive, efficient, and effective services in order to maximize mobility and safety to the public; and
WHEREAS, due to the largely undefinable nature of this work, as well as the highly technical and complicated extent of the work including electrical trades and software and hardware maintenance, as well as emerging technologies, the procurement for a service provider for the Traffic-Related Electrical Devices Maintenance Program does not readily lend itself to a competitive bidding process; and

WHEREAS, a competitive Request for Proposal (RFP) process is better suited for obtaining a qualified service provider, as it allows for an evaluation of proposals based on important criteria that cannot be considered in a rigid low bid process, such as technical expertise and flexibility; and
WHEREAS, on June 26, 2023, the City of Glendale released a Request for Proposals (RFP) 2023-006 for the maintenance of traffic signals and other traffic-related electrical devices; and
WHEREAS, the RFP process was selected so that the service agreement will cover the wide-range of potential troubleshooting, maintenance and repair services that may be needed in the duration of the agreement that may currently be unknown or otherwise difficult to quantify; and

WHEREAS, the RFP was shared with experienced electrical contractors, posted on the city's website, and advertised in the Crescenta Valley Weekly; and

8b1

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WHEREAS, on July 27, 2923, the city received three proposals and staff reviewed and evaluated all proposals based on the following criteria: qualifications and experience, quality of submittal, understanding of scope and methodology, and cost/budget control. Additionally, all proposers were interviewed; and

WHEREAS, based on a combination of written submittals and the results of the interviews, the Yunex Traffic LLC team was determined to be the top ranked firm for the Traffic-Related Electrical Devices Maintenance Program; and

WHEREAS, Yunex Traffic LLC has recent experience on a variety of Public Works maintenance programs of similar scope and cost such as for the cities of Anaheim, Garden Grove, and Newport Beach and they currently maintain traffic signals, streetlights, fiber optic, and other related equipment for over 138 agencies encompassing over 4,000 signalized locations of assorted sizes from full function intersections to in-pavement flashing crosswalks and rapid flashing beacons; and

WHEREAS, Yunex Traffic LLC proposed a robust signal maintenance program with a project team dedicated to Glendale, versatile capabilities and the ability to deploy additional resources to Glendale if needed; and

WHEREAS, Yunex Traffic LLC demonstrated they possess valuable expertise and in-house capabilities in troubleshooting communication systems and a sophisticated yet user-friendly asset management and activity tracking system; and

WHEREAS, Yunex Traffic LLC recently completed the Citywide Battery Backup System (BBS) Project for Glendale and their references were all positive; and

WHEREAS, bidding out the signal maintenance program may lead to increased costs such change orders and additional mobilization expense due to the nature of the program and responding emergency events, and

WHEREAS, Glendale City Charter, Article VI, Sec. 9 provides an exemption to competitive bidding where the Council determines it is in the best interest of the city to dispense with competitive bidding.

NOW THEREFOREJ BE IT RESOLVED BY THE COUNCIL OF THE CITY OF GLENDALE:

Section 1. The foregoing facts are deemed to be true and correct and are a basis for dispensing with competitive bidding and the Council hereby finds that it is in the best interests of the city to dispense with competitive bidding, approve a contract award through a competitive request for proposal procurement process, and authorize the execution of an agreement with the highest scoring proposer.

Section 2. The Council hereby:

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(1) Dispenses with competitive bidding; and

(2) Authorizes the City Manager or a designee to execute a multi-year service agreement with Yunex Traffic LLC for the Maintenance of Traffic Signals and other Traffic-Related Electrical Devices in the amount of $2,975,058 for three years and five months and authorizes an option for two one-year agreement extensions for a total agreement duration of five years and five months and total agreement amount of $5,499,529.

ATTEST:

APPROVED AS TO ,-- :: ·

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

CITY OF GLENDALE

)
) ss
)
Cl TTORNEI -•--· •

DATE Jz/Sl .

I, Suzie Abajian, Ph.D., City Clerk of the City of Glendale, certify that the foregoing Resolution No. 23-160 was Adopted by the Council of the City of Glendale, California, at a regular meeting held on the 31st day of October 2023, the same was adopted by the following vote:

Ayes:

Noes:

Absent:

Devine, Kassakhian, Najarian, Brotman

None
Asatryan
Abstain: None
'

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0 I
DocuSign Envelope ID: 5ADFE7D0-640E-4084-809D-CB241DE36A1D

Jan-19

CITY OF GLENDALE'S

TRAFFIC SIGNAL

LOCATION MAP
EXHIBIT 1

LEGEND
e EXISTING 2070 CONTROLLER
0 EXISTING SIGNAL (NOT OPERATED BY COG)
() EXISTING 170 CONTROLLER
18) FUTURE SIGNAL (ON WAITTNG LIST)
TWO T.S. LOC. OPERATED BY ONE CONTROLLER

TRAFFIC/SIGNAL PLANS (CAD fites Only)/Signol Location/Traffic signal location mop _l

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CONTRACT No. 8002402

GENERAL SERVICES AGREEMENT

BETWEEN THE CITY OF GLENDALE
AND
YUNEX LLC.

THIS AGREEMENT (“Agreement”), effective February 1st, 2024 (“Effective Date”), is between the City of Glendale (“CITY”), a municipal corporation, and Yunex LLC. (“CONTRACTOR”), a California corporation (collectively, “PARTIES” or individually, “PARTY”).

RECITALS

A. CITY is a public entity organized and existing under its Charter and the State of California’s Constitution.

B. CONTRACTOR represents that CONTRACTOR is, and will continue to be for this Agreement’s duration, a California corporation in good standing which employs persons who are duly registered or licensed to practice in the State of California.

C. CONTRACTOR possesses the competence, experience, expertise, skill, facilities, equipment, personnel, financial wherewithal, and other resources necessary to perform this Agreement’s tasks in a professional and competent manner.

D. CONTRACTOR desires to furnish and perform professional services for CITY, on the terms and conditions described in this Agreement. CONTRACTOR has the legal authority to provide, engage in, and carry out the professional services set forth in this Agreement.

AGREEMENT

THEREFORE, CITY engages CONTRACTOR’s services, and in consideration of the PARTIES’ mutual promises, the PARTIES agree as follows:

1.0 INCORPORATION OF RECITALS

1.1. The Recitals constitute the factual basis upon which CITY and CONTRACTOR have entered into this Agreement. CITY and CONTRACTOR acknowledge the Recitals’ accuracy and, therefore, incorporate them into this Agreement.

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2.0 TERM

2.1. This Agreement's Term is three years and five months, beginning the Effective Date listed above, unless this Agreement ends sooner according to the terms elsewhere in this document.

3.0 SERVICES

3.1. Scope of Work. CONTRACTOR shall provide routine preventive maintenance and extraordinary maintenance services of the City's traffic signals and other electrical traffic related electrical devices ('the Services"), in accordance with the Scope of Work, which is attached as Exhibit "A" to this Agreement and is incorporated into it by this reference. CONTRACTOR shall perform the Services at various locations throughout the City, which are identified in the Inventory of Traffic Signals and Other Electrical - Related Traffic Device Locations, attached hereto and incorporated herein as Exhibit "A- 1" to this Agreement.

3.2. Written Authorization.
(A) CONTRACTOR shall not make changes in the Scope of Work, perform any additional work, or provide any additional material, without first obtaining written authorization from CITY. If CONTRACTOR provides additional services or materials without written authorization, or if CONTRACTOR exceeds the Maximum Cost in Paragraph 7.4 of this Agreement, CONTRACTOR proceeds at CONTRACTOR’s own risk and without payment.

(B) CITY will authorize CONTRACTOR to proceed with discrete tasks by issuing written Task Orders. Receipt of a written Task Order, signed by CITY’s Project Manager, is a prerequisite for CONTRACTOR to proceed with each task . Each Task Order will specify a not -to-exceed price and a schedule for completion of the task.

CONTRACTOR shall not exceed the not -to-exceed price in each Task Order. In performing each phase or task, CONTRACTOR shall not exceed the Maximum Cost in Paragraph 7.4 of this Agreement. Issuance of a Task Order neither authorizes CONTRACTOR to incur expenditures in excess of the Maximum Cost, nor relieves CONTRACTOR from its responsibility for completing all of the Services within the Maximum Cost.

3.3. Professional Standard of Care. During this Agreement’s Term:

(A) CONTRACTOR and its Subcontractors, subcontractors, employees, and agents (collectively, “CONTRACTOR PARTIES”) shall perform all of the Services in this Agreement in an expeditious and professional manner, using professionals properly licensed and duly qualified to perform the Services.

(B) CONTRACTOR PARTIES shall perform the work described in this

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Agreement in accordance with generally accepted professional practices and principles, and in a manner consistent with the level of care and skill ordinarily exercised under similar conditions by members of CONTRACTOR PARTIES’ profession currently practicing in California. By delivering the completed work, CONTRACTOR PARTIES represent and certify that their work conforms to: the requirements of this Agreement; all applicable (federal, state, county, local, CITY) laws, rules, regulations, orders, and procedures; and the professional standard of care in California.

(C) CONTRACTOR PARTIES are responsible for making an
independent evaluation and judgment of all conditions affecting performance of the work, including without limitation: site conditions; existing facilities; seismic, geologic, soils, hydrologic, geographic, climatic conditions; applicable (federal, state, county, local, CITY) laws, rules, regulations, orders, and procedures; and all other contingencies or design considerations. Data, calculations, opinions, reports, investigations, or any other information or documents that CITY provides relating to site, local, or other conditions are not warranted or guaranteed, either expressly or implied, by CITY.

(D) When the Scope of Work requires or permits CITY’s review, approval, conditional approval, or disapproval, CONTRACTOR acknowledges that CITY’s review, approval, conditional approval, or disapproval:
(1) Is solely for the purposes of administering this Agreement and determining whether CONTRACTOR is entitled to payment for its Services;

(2) Is not to be construed as a waiver of any breach, or acceptance by CITY, of any responsibility — professional or otherwise— for the Services or CONTRACTOR’s work
product;

(3) Does not relieve CONTRACTOR of the responsibility for complying with the standard of performance or professional care; or laws, regulations, or industry standards; and

(4) Does not relieve CONTRACTOR from liability for damages arising out of CONTRACTOR’s: negligent acts, errors, or omissions; recklessness; willful misconduct; or
noncompliance with industry standards.

(E) Without additional compensation to CONTRACTOR and at no cost to CITY, CONTRACTOR shall correct or revise all errors, mistakes, or deficiencies in its work product, studies, reports, designs, drawings, specifications, or other services.

3.4 Compliance with Law . All services performed and work rendered shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the CITY and any Federal, State or local governmental agency having

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jurisdiction in effect at the time service is rendered. CONTRACTOR represents and warrants that CONTRACTOR engages persons and entities who are duly registered or licensed as necessary to perform the services in the State of California. By delivering the completed work, CONTRACTOR represents and certifies that the work conforms to: the requirements of this Agreement; all applicable (federal, state, county, local, CITY) laws, rules, regulations, orders, and procedures; and the professional standard of care in California.

3.5 Warranty. CONTRACTOR shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City’s sole negligence. CONTRACTOR warrants all work under the Agreement to be of good quality and free from any defective or faulty material and workmanship.

CONTRACTOR agrees that for a period of one year (or the period of time specified elsewhere in the Agreement or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the work, whichever is later) after the date of final acceptance, CONTRACTOR shall within ten (10) days after being notified in writing by the City of any defect in the work or nonconformance of the work to the Agreement, commence and prosecute with due diligence all work necessary to fulfill the terms of the warranty at his sole cost and expense.

4.0 TIME FOR PERFORMANCE

4.1. CONTRACTOR shall complete all of the Services by July 1, 2027.

4.2. If the Project Time Schedule calls for performance of the Services in phases or discrete increments, CONTRACTOR shall not proceed from one phase or increment to the next without written authorization from CITY’s Project Manager.

4.3. Force Majeure. If an event or condition constituting a “force majeure”— including, but not limited to, an act of God, labor dispute, civil unrest, epidemic, or natural disaster— prevents or delays a PARTY from performing or fulfilling an obligation under this Agreement, the PARTY is not in Default, under Paragraph 13.1 of this Agreement, of the obligation. A delay beyond a PARTY’s control automatically extends the time, in an amount equal to the period of the delay, for the PARTY to perform the obligation under this Agreement. The PARTIES shall prepare and sign an appropriate document acknowledging any extension of time under this Paragraph.

5.0 PERSONNEL

5.1. Project Management . Each PARTY shall appoint a Project Manager.

The Project Managers shall meet as needed to coordinate, review, and ensure CONTRACTOR’s performance under this Agreement. CITY’s Project Manager will

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oversee the administration of CONTRACTOR’s tasks under this Agreement.

5.2. Key Personnel . CONTRACTOR’s project team shall work under the direction of the following key personnel Steven Teal, Director of CS . CONTRACTOR shall employ the key personnel. CONTRACTOR shall minimize changes to its key personnel. CITY may request key personnel changes, and CITY may review and approve key personnel changes proposed by CONTRACTOR. CITY will not unreasonably withhold approval of key personnel assignments and changes.

5.3. Use of Agents or Assistants . With CITY’s prior written approval, CONTRACTOR may employ, engage, or retain the services of persons or entities (“Subcontractors”) that CONTRACTOR may deem proper to aid or assist in the proper performance of CONTRACTOR’s duties. CITY is an intended beneficiary of all work that the Subcontractors perform for purposes of establishing a duty of care between the Subcontractors and CITY. CONTRACTOR is as responsible for the performance of its Subcontractors as it would be if it had rendered the Services itself. All costs of the tasks performed or the expenses incurred by the Subcontractors are chargeable directly to CONTRACTOR. Nothing in this Agreement constitutes or creates a contractual relationship between CITY and anyone other than CONTRACTOR.

5.4. Independent Contractor.

(A) CONTRACTOR understands and acknowledges that CONTRACTOR is an independent contractor, not an employee, partner, agent, or principal of CITY. This Agreement does not create a partnership, joint venture, association, or employer-employee relationship between the PARTIES. At its own expense, CONTRACTOR is responsible for providing compensation; employment benefits; disability, unemployment, and other insurance; workers’ compensation; training; permits and licenses; and office space for CONTRACTOR and for CONTRACTOR’s employees and SubCONTRACTORs.

CONTRACTOR has, and shall retain, the right to exercise full control over the employment, direction, compensation, and discharge of all persons whom CONTRACTOR uses in performing the Services under this Agreement. CONTRACTOR shall provide the Services in CONTRACTOR’s own manner and method, except as this Agreement specifies.

CONTRACTOR shall treat a provision in this Agreement that may appear either to give CITY the right to direct CONTRACTOR as to the details of doing the work, or to exercise a measure of control over the work, as giving CONTRACTOR direction only as to the work’s end result.

(B) CONTRACTOR shall indemnify, defend (including CONTRACTOR’s providing and paying for legal counsel for CITY), and hold harmless CITY for any obligation; claim; suit; demand for tax or retirement contribution, including any contribution or payment to the Public Employees Retirement System (PERS); social security; salary or wages; overtime, penalty, or interest payment; or workers’ compensation payment that CITY may be required to make on behalf of CONTRACTOR, an employee of

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CONTRACTOR, or any employee of CONTRACTOR construed to be an employee of CITY, for the work done under this Agreement.

5.5. Non-Discrimination in Employment. CONTRACTOR shall not discriminate against any employee or person who is subject to this Agreement because of race, color, religion, religious belief, national origin, ancestry, citizenship, age, sex, sexual orientation, gender identity, gender expression, marital status, pregnancy, parenthood, medical condition, or physical or mental disability.

5.6. Disability Access Laws. CONTRACTOR represents and certifies that the work product, studies, reports, designs, drawings, and specifications that CONTRACTOR prepares under this Agreement fully conform to all applicable disability access and design laws, regulations, and standards — including, but not limited to, the Americans with Disabilities Act (42 U.S.C. Sections 12101 et seq.) and Title 24 of the California Code of Regulations— when the Scope of Work requires or calls for compliance with those laws, regulations, or standards.

5.7. Prevailing Wage Laws. Services by persons deemed to be employees of CONTRACTOR possibly may be subject to prevailing wages under California Labor Code Sections 1770-1781. CONTRACTOR’s sole responsibility is to comply with those requirements, should they apply. If a dispute based upon the prevailing wage laws occurs, CONTRACTOR, at its expense, shall indemnify, defend (including CONTRACTOR’s providing and paying for legal counsel for CITY), and hold harmless CITY, its officers, agents, employees, and representatives from and against all liability, claims, suits, demands, damages, fines, penalties, wages, costs, or expenses pertaining to the prevailing wage laws.

5.8. Workers’ Compensation . CONTRACTOR understands and acknowledges that all persons furnishing services to CITY under this Agreement are, for the purpose of workers’ compensation liability, employees solely of CONTRACTOR and not of CITY. In performing the Services or the work under this Agreement, CONTRACTOR is liable for providing workers’ compensation benefits to CONTRACTOR’s employees, or anyone whom CONTRACTOR directly or indirectly hires, employs, or uses. CITY is not responsible for any claims at law or in equity caused by CONTRACTOR’s failure to comply with this Paragraph.

5.9. Executive Order N-6-22 – Russia Sanctions.

(A) CITY may be using State of California grant funds for this Agreement. Accordingly, because CITY may be paying, awarding, or providing CONTRACTOR with that State grant money, in whole or in part, CONTRACTOR must fully comply with the Governor’s March 4, 2022, Executive Order N-6-22 (https://www.gov.ca.gov/wp-content/uploads/2022/03/3.4.22-Russia-Ukraine-Executive-Order.pdf) (“State Executive Order”). The State Executive Order concerns economic sanctions (“Economic Sanctions”) and other sanctions imposed by the U.S. government, and the State of California, in response to Russia’s actions in Ukraine.

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(B) CONTRACTOR is solely responsible for reviewing the State Executive Order in full and complying with its requirements, as applicable. CONTRACTOR states and represents that CONTRACTOR has read the State Executive Order, is not the subject or target of any Economic Sanctions, and will comply with any request to report information or submit documents to the State, or CITY, or both, before or after the expiration, termination, or cancellation of this Agreement.

(C) At any time and upon written notice to CONTRACTOR, CITY, in its sole discretion, may either immediately invoke any one or more of the remedies listed in Paragraph 13.3 for Default under Paragraph 13.1(B), or terminate this Agreement for CITY’s convenience under Paragraph 13.4, if CITY determines that any one or more of the following circumstances or events have occurred:

(1) CONTRACTOR is the subject or target of Economic Sanctions;

(2) CONTRACTOR is conducting prohibited transactions with sanctioned individuals or entities; or
(3) CONTRACTOR has failed to comply, in any manner, with the State Executive Order.

6.0 FACILITIES

6.1. CONTRACTOR shall provide all facilities necessary to fully perform and complete the Services. If CONTRACTOR needs to use a CITY facility, CONTRACTOR shall meet and confer with CITY before CONTRACTOR begins the work that this Agreement requires, the PARTIES shall agree to any costs chargeable to CONTRACTOR, and in an amendment to this Agreement, the PARTIES shall describe the facility’s terms of use and its charges.

6.2. CONTRACTOR shall pay for any damage to CITY property, facilities, structures, or streets arising out of CONTRACTOR’s use, occupation, operation, or activities in, upon, under, or over any portion of them.

7.0 PAYMENT

7.1. CITY’s payment to CONTRACTOR will be based upon CONTRACTOR’s Fee Schedule/ or Hourly Rate, which is attached as “Exhibit B” to this Agreement and is incorporated into it by this reference. Except as itemized in the Fee Schedule, CONTRACTOR shall pay for all expenses, including reimbursable or out -of-pocket expenses, that CONTRACTOR incurs in performing the Services. The Fee Schedule will remain in effect for the Agreement’s Term.

7.2. Fee. CITY shall pay for the Services that CONTRACTOR performs

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in accordance with this Agreement at the hourly rate(s) specified in “Exhibit B”, the TOTAL amount of which is not to exceed Two Million Nine Hundred Seventy -Five Thousand Fifty-Eight Dollars and Zero Cents ($2,975,058.00).

7.3. If CITY requires additional work not included in this Agreement, CONTRACTOR and CITY shall negotiate the additional work, mutually agree on the amount of additional compensation, and memorialize the terms in either a separate written contract or an amendment to this Agreement.

7.4. Maximum Cost. CONTRACTOR expressly acknowledges that the total cost to complete all tasks set forth in “Exhibit A” must not exceed Two Million Nine Hundred Seventy-Five Thousand Fifty-Eight Dollars and Zero Cents ($2,975,058.00) (“Maximum Cost”). When CONTRACTOR has billed 75% of the Maximum Cost, CONTRACTOR shall provide written notice to CITY’s Project Manager that CONTRACTOR has expended 75% of the Maximum Cost.

7.5. Taxes. CONTRACTOR shall pay all applicable (federal, state, county, local, CITY) excise, sales, consumer use, possessory interest, or other similar taxes required by law that are levied upon this Agreement or upon CONTRACTOR’s services under this Agreement.

7.6. Invoices. CONTRACTOR shall submit an original, itemized invoice to CITY for approval, before receiving compensation. CONTRACTOR shall submit the invoice at no more than monthly intervals. All invoices must include a summary of total costs, description of the Services performed, a brief itemization of costs associated with each task or phase, and the total phase or project costs to date.

8.0 AUDIT BY CITY

8.1. During this Agreement’s Term and for a period of four (4) years after the expiration, cancellation, or termination of this Agreement, or any extension of it, CONTRACTOR shall:

(A) Keep and maintain, in their original form, all records, books, papers, or documents related to CONTRACTOR’s performance of this Agreement; and

(B) Permit CITY or its authorized representatives, at all reasonable times, to have access to, examine, audit, excerpt, copy, photocopy, photograph, or transcribe all records, books, papers, or documents related to CONTRACTOR’s performance of this Agreement including, but not limited to: direct and indirect charges, and detailed documentation, for work CONTRACTOR has performed or will perform under this Agreement.

9.0 DATA, RECORDS, PROPRIETARY RIGHTS

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9.1. Copies of Data . CONTRACTOR shall provide CITY with copies or originals of all data that CONTRACTOR generates, uses, collects, or stores in relation to all work associated with this Agreement. Data that CONTRACTOR generates, uses, collects, stores, or provides must be in a form acceptable to, and agreed upon by, CITY.

9.2. Ownership and Use.

(A) Unless CITY states otherwise in writing, each document— including, but not limited to, each report, draft, record, drawing, or specification (collectively, “work product”)— that CONTRACTOR prepares, reproduces, or causes its preparation or reproduction for this Agreement is CITY’s exclusive property.

(B) CONTRACTOR acknowledges that its use of the work product is limited to the purposes contemplated by the Scope of Work. CONTRACTOR makes no representation of the work product’s application to, or suitability for use in, circumstances not contemplated by the Scope of Work.

9.3. Intellectual Property.
(A) If CONTRACTOR uses or incorporates patented, trademarked, or copyrighted work, ideas, or products— in whole or in part— into CONTRACTOR’s work product, CONTRACTOR represents that:

(1) CONTRACTOR holds the patent, trademark, or copyright to the work, idea, or product; or

(2) CONTRACTOR is licensed to use the patented, trademarked, or copyrighted work, idea, or product.

(B) Unless CITY states otherwise in writing, all proprietary rights or intellectual property rights, including copyrights, that arise from creation of the work under this Agreement vest in CITY. CONTRACTOR waives and relinquishes all claims to proprietary rights and intellectual property rights, including copyrights, in favor of CITY.

(C) CONTRACTOR shall indemnify, defend (including CONTRACTOR’s providing and paying for legal counsel for CITY), and hold harmless CITY, its officers, agents, employees, and representatives from and against all liability, claims, suits, demands, damages, royalties, fines, penalties, costs, or expenses arising out of or alleging any infringement or misappropriation of a patent, copyright, trade secret, trade name, trademark, or other intellectual property right or proprietary right.

9.4. Confidentiality. CONTRACTOR shall not use any information that it obtains from performing the Services for any purpose other than for fulfillment of

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CONTRACTOR’s Scope of Work. Without CITY’s prior written authorization, CONTRACTOR shall not disclose or publish — or authorize, permit, or allow others to disclose or publish— data, drawings, designs, specifications, reports, or other information relating to the Services or the work that CITY assigns to CONTRACTOR or to which CONTRACTOR has access.

9.5. Public Records Act.

(A) CONTRACTOR acknowledges that this Agreement is a public record. This Agreement, its Exhibits, and all documents produced under this Agreement are subject to the California Public Records Act (Government Code Sections 7920.000 et seq.), including its exemptions. CONTRACTOR acknowledges that CITY has no obligation to notify CONTRACTOR when a request for records is received.

(B) CONTRACTOR shall identify in advance all records, or portions of them, that CONTRACTOR believes are exempt from production under the Public Records Act.
(C) If CONTRACTOR claims a privilege against public disclosure or otherwise objects to the records’ disclosure, then:
(1) CONTRACTOR may, when notified by CITY of the request, seek protection from disclosure by timely applying for relief in a court of competent jurisdiction; or

(2) CITY may either decline to produce the requested information, or redact portions of the documents and produce the redacted records.

(D) If CONTRACTOR fails to identify one or more protectable documents, in CITY’s sole discretion, and without its being in breach of this Agreement or its incurring liability to CONTRACTOR, CITY may produce the records — in whole, in part, or redacted— or may decline to produce them.

(E) CONTRACTOR shall indemnify, defend (including CONTRACTOR’s providing and paying for legal counsel for CITY), and hold harmless CITY, its officers, agents, employees, and representatives from and against all liability, claims, suits, demands, damages, fines, penalties, costs, or expenses arising out of or alleging CITY’s refusal to publicly disclose one or more records that CONTRACTOR identifies as protectable, or asserts is protectable.

10.0 CONFLICT OF INTEREST; CAMPAIGN CONTRIBUTIONS

10.1. Conflict of Interest. CONTRACTOR represents and certifies that:

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(A) CONTRACTOR’s personnel are not currently officers, agents, employees, representatives, or elected officials of CITY;

(B) CONTRACTOR will not employ or hire a CITY officer, agent, employee, representative, or elected official during this Agreement’s Term;

(C) CITY’s officers, agents, employees, representatives, and elected officials do not, and will not, have any direct or indirect financial interest in this Agreement; and
(D) During this Agreement’s Term, CONTRACTOR will inform CITY about any possible conflict of interest that may arise as a result of any change in circumstances.

10.2. Campaign Contributions.
(A) CONTRACTOR and its SubCONTRACTORs shall fully comply with Glendale Municipal Code Section 1.10.060, which places limitations on CONTRACTOR’s and its SubCONTRACTORs’ ability to make campaign contributions to certain elected City officials or candidates for elected City office. Specifically, Section 1.10.060 prohibits:
(1) A CONTRACTOR (including a subCONTRACTOR)― who
has a contract with the City of Glendale, Glendale Successor Agency, or the Housing Authority of the City of Glendale and that contract is subject to approval by the City Council, Successor Agency, or Housing Authority― from making a
contribution to a City Council member, City Clerk, or City Treasurer, when the contract has a total anticipated or actual value of $50,000 or more, or a combination or series of contracts having a value of $50,000 or more; and

(2) A City Council member, Successor Agency member, or Housing Authority member from voting on a contract in which a
CONTRACTOR (or a subCONTRACTOR) has provided a
campaign contribution.

(B) CONTRACTOR acknowledges that even if the Maximum Cost in Paragraph 7.4 of this Agreement is less than $50,000, CONTRACTOR still may be subject to the campaign contribution limitations in Municipal Code Section 1.10.060, when:

(1) CONTRACTOR and CITY amend the Scope of Work in this Agreement which increases the Maximum Cost to equal or
exceed $50,000; or

(2) CITY, Glendale Successor Agency, or the Housing Authority awards CONTRACTOR another contract which has a total

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anticipated or actual value of $50,000 or more, or awards CONTRACTOR a combination or series of contracts which
have a value of $50,000 or more.

(1) CONTRACTOR has read and fully understands the provisions of Municipal Code Section 1.10.060;

(2) CONTRACTOR will not: (a) make a prohibited campaign contribution to an individual holding CITY elective office; or (b) otherwise violate Municipal Code Section 1.10.060; and

(3) CONTRACTOR shall timely complete, return, and update one or more disclosure or reporting forms that CITY provides.

11.0 INSURANCE

11.1. When CONTRACTOR signs and delivers this Agreement to CITY, and during this Agreement’s Term, CONTRACTOR shall furnish CITY with insurance forms that fully meet the requirements of— and contain provisions entirely consistent with— all of the “Insurance Requirements,” which are attached as “Exhibit C” to this Agreement and are incorporated into it by this reference.

11.2. This Agreement’s insurance provisions:

(A) Are separate and independent from the indemnification and defense provisions in Article 12 of the Agreement; and

(B) Do not limit, in any way, the applicability, scope, or obligations of the indemnification and defense provisions in Article 12 of the Agreement.

12.0 INDEMNITY

12.1. To the maximum extent permitted by law — including, but not limited to, California Civil Code Sections 2778 — CONTRACTOR, its employees, agents, SubCONTRACTORs, and persons whom CONTRACTOR employs or hires (individually and collectively, “CONTRACTOR INDEMNITOR”) shall indemnify, defend, and hold harmless CITY, its officers, agents, employees, and representatives (individually and collectively, “CITY INDEMNITEE”) from and against a “ liability” [as defined in Subparagraph (A) below], or an “expense” [as defined in Subparagraph (B) below], or

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both, that arise out of, pertain to, or relate to an act, error, or omission of a CONTRACTOR INDEMNITOR:

(A) “Liability” means claims, suits, actions, causes of action, proceedings, judgments, decrees, awards, settlements, liens, losses, damages, injuries, or liability of any kind, whether the liability is:

(1) Actual or alleged;

(2) In contract or in tort; or

(3) For bodily injury (including accidental death), personal injury, advertising injury, or property damage.

(B) “Expense” means fees, costs, sums, penalties, fines, charges, or expenses of any kind, including, but not limited to:
(1) Attorney’s fees;
(2) Costs of an investigation, litigation, arbitration, mediation, administrative or regulatory proceeding, or appeal;
(3) Fees of an accountant, expert witness, CONTRACTOR, or other professional; or

(4) Pre or post: judgment interest or settlement interest.

12.2. Under this Article, CONTRACTOR INDEMNITOR’s defense and indemnification obligations:

(A) Apply to a liability, or an expense, or both, that arise out of, pertain to, or relate to the actual or alleged passive negligence of a CITY INDEMNITEE; but (B) Do not apply to a liability, or an expense, or both, that arise out of, pertain to, or relate to the sole active negligence or willful misconduct of a CITY INDEMNITEE.

12.3. To the extent that CONTRACTOR INDEMNITOR’s insurance policy provides an upfront defense to CITY, CONTRACTOR INDEMNITOR’s obligation to defend a CITY INDEMNITEE under this Article:

(A) Means that CONTRACTOR INDEMNITOR shall provide and pay for legal counsel, acceptable to CITY, for the CITY INDEMNITEE;

(B) Occurs when a claim, suit, complaint, pleading, or action against a CITY INDEMNITEE arises out of, pertains to, relates to, or asserts an act, error, or omission of CONTRACTOR INDEMNITOR; and

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(C) Arises regardless of whether a claim, suit, complaint, pleading, or action specifically names or identifies CONTRACTOR INDEMNITOR.

12.4. Paragraph 12.3 does not limit or extinguish CONTRACTOR INDEMNITOR’s obligation to reimburse a CITY INDEMNITEE for the costs of defending the CITY INDEMNITEE against a liability, or an expense, or both. CONTRACTOR INDEMNITOR’s proportionate percentage of fault. A CITY INDEMNITEE’s right to recover defense costs and attorney’s fees under this Article does not require, and is not contingent upon, the CITY INDEMNITEE’s first:

(A) Requesting that CONTRACTOR INDEMNITOR provide a defense to the CITY INDEMNITEE; or

(B) Obtaining CONTRACTOR INDEMNITOR’s consent to the CITY INDEMNITEE’s tender of defense.

12.5. If CONTRACTOR subcontracts all or any portion of the Services under this Agreement, CONTRACTOR shall provide CITY with a written agreement from each Subcontractor, who must indemnify, defend, and hold harmless CITY INDEMNITEE under the terms in this Article.

12.6. CONTRACTOR INDEMNITOR’s obligation to indemnify, defend, and hold harmless CITY will remain in effect and will be binding upon CONTRACTOR INDEMNITOR whether the liability, or the expense, or both, accrues — or is discovered— before or after this Agreement’s expiration, cancellation, or termination.

12.7. Except for Paragraph 12.3, this Article’s indemnification and defense provisions are separate and independent from the insurance provisions in Article 11. In addition, the indemnification and defense provisions in this Article:

(A) Are neither limited to nor capped at the coverage amounts specified under the insurance provisions in Article 11; and

(B) Do not limit, in any way, the applicability, scope, or obligations of the insurance provisions in Article 11.

13.0 DEFAULT, REMEDIES, AND TERMINATION

13.1. Default. Default under this Agreement occurs upon any one or more of the following events:

(A) CONTRACTOR refuses or fails— whether partially, fully, temporarily, or otherwise— to:

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(1) Provide or maintain enough properly trained personnel, or licensed personnel, or both, to perform the Services that this Agreement requires;
(2) Pay for, obtain, maintain, or renew the insurance policies or coverages that this Agreement requires;

(3) Comply with indemnification, defense, or hold harmless provisions that this Agreement requires; or

(B) CONTRACTOR, or its personnel, or both— whether partially, fully, temporarily, or otherwise:

(1) Disregards or violates a law, ordinance, rule, procedure, regulation, directive, or order;

(2) Refuses or fails to pay for, obtain, maintain, or renew requisite licenses;
(3) Refuses or fails to observe, perform, or fulfill a covenant, condition, obligation, term, or provision of this Agreement; (4) Commits an unlawful, false, fraudulent, dishonest, deceptive, or dangerous act while performing the Services under this Agreement; or

(1) Or another party for or on behalf of CONTRACTOR: institutes proceedings under any bankruptcy, reorganization, receivership or other insolvency; or assigns or transfers assets to its creditors;

(2) Delegates— whether in whole, in part, temporarily, or otherwise— its duties or obligations under this Agreement, without notifying CITY, or without CITY’s written authorization;

(3) Assigns, transfers, pledges, hypothecates, grants, or encumbers— whether in whole, in part, temporarily, or
otherwise— this Agreement or any interest in it, without notifying CITY, or without CITY’s written authorization;

(4) Or one of its partners, directors, officers, or general managers, or a person who exercises managerial authority on
CONTRACTOR’s behalf, is convicted under state or federal law, during this Agreement’s Term, of embezzlement, theft, fraud, forgery, bribery, deceptive or unlawful business practices, perjury, falsifying or destroying records or evidence,

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receiving stolen property, or other offense indicating a lack of business integrity or business honesty; or
(D) Any other justifiable cause or reason, as reasonably determined by the City Manager, or a designee.

13.2. Notice of Default. If CITY deems that CONTRACTOR is in Default, or that CONTRACTOR has failed in any other respect to perform satisfactorily the Services specified in this Agreement, CITY may give written notice to CONTRACTOR specifying the Default(s) that CONTRACTOR shall remedy within 5 days after receiving the notice. The Notice of Default will set forth one or more bases for any dissatisfaction and may suggest corrective measures.

13.3. Remedies upon Default. Within 5_ days after receiving CITY’s Notice of Default, if CONTRACTOR refuses or fails to remedy the Default(s), or if CONTRACTOR does not commence steps to remedy the Default(s) to CITY’s reasonable satisfaction, CITY may exercise any one or more of the following remedies:

(A) CITY may, in whole or in part and for any length of time, immediately suspend this Agreement until such time as CONTRACTOR has corrected the Default; (B) CITY may provide for the Services either through its own forces or from another CONTRACTOR, and may withhold any money due (or may become owing to) CONTRACTOR for a task related to the claimed Default;

(C) CITY may withhold all moneys, or a sum of money, due CONTRACTOR under this Agreement, which in CITY’s sole determination, are sufficient to secure CONTRACTOR’s performance of its duties and obligations under this Agreement;

(D) CITY may immediately terminate the Agreement;

(E) CITY may exercise any legal remedy, or equitable remedy, or both, including, but not limited to, filing and action in court:

(1) Seeking CONTRACTOR’s specific performance of all or any part of this Agreement; or

(2) Recovering damages for CONTRACTOR’s Default, breach, or violation of this Agreement; or

(F) CITY may pursue any other available, lawful right, remedy, or action.

13.4. Termination for Convenience. Independent of the remedies provided in Paragraph 13.3, CITY may elect to terminate this Agreement at any time upon 30 days’ prior written notice. Upon termination, CONTRACTOR shall receive compensation only for that work which CONTRACTOR had satisfactorily completed to the termination date.

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CITY shall not pay CONTRACTOR for de-mobilization, takedown, disengagement, wind- down, or other costs incurred arising out of this Agreement’s termination.

14.0 GENERAL PROVISIONS

14.1. Entire Agreement. This Agreement represents the entire and integrated agreement between the PARTIES. This Agreement supersedes all prior and contemporaneous communications, negotiations, understandings, promises and agreements, either oral or written. Neither CONTRACTOR nor CITY has made any promises or representations, other than those contained in this Agreement or those implied by law. The PARTIES may modify this Agreement, or any part of it, by a written amendment with CITY’s and CONTRACTOR’s signature.

14.2. Interpretation. This Agreement is the product of negotiation and compromise by both PARTIES. Every provision in this Agreement must be interpreted as though the PARTIES equally participated in its drafting. Therefore, despite the provisions in California Civil Code Section 1654, if this Agreement’s language is uncertain, the Agreement must not be construed against the PARTY causing the uncertainty to exist. In interpreting this Agreement and resolving any ambiguities, this Agreement will take precedence over any cover page or attachments. If a conflict occurs between a provision in this Agreement and a provision in an attachment, the following order of precedence applies, with the terms and conditions in the document higher on the list governing over those lower on the list:

(1) The Agreement.
(2) Exhibit C (Insurance Requirements)
(3) Exhibit A & A-1 (Scope of Work) & (Inventory of Traffic Signals and Other Electrical -Related Traffic Device
Locations)
(4) Exhibit B – Fee Schedule

14.3. Headings. All headings or captions in this Agreement are for convenience and reference only. They are not intended to define or limit the scope of any term, condition, or provision.

14.4. Governing Law; Jurisdiction.

(A) California’s laws govern this Agreement’s construction and interpretation regardless of the laws that might otherwise apply under applicable principles of conflicts of law or choice of law.

(B) If CONTRACTOR or CITY brings a lawsuit to enforce or interpret one or more provisions of this Agreement, jurisdiction is in the Superior Court of the County of Los Angeles, California, or where otherwise appropriate, in the United States District Court, Central District of California. CONTRACTOR and CITY acknowledge that the

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Agreement was negotiated, entered into, and executed— and the Services are performed— in the City of Glendale, California.

(C) Unless this Agreement provides otherwise, any reference to laws, ordinances, rules, or regulations include their later amendments, modifications, and successor legislation.

14.5. Waiver of Breach . If either PARTY fails to require the other to perform any term in this Agreement, that failure does not prevent the PARTY from later enforcing that term, or any other term. If either PARTY waives the other’s breach of a term, that waiver is not treated as waiving a later breach of the term. A waiver of a term is valid only if it is in writing and signed by the PARTY waiving it. This Agreement’s duties and obligations:

(A) Are cumulative (rather than alternative) and are in addition to (rather than a limitation on) any option, right, power, remedy, or privilege; and (B) Are not exhausted by a PARTY’s exercise of any one of them.

14.6. Attorney’s Fees. If CITY or CONTRACTOR brings an action at law or in equity to enforce or interpret one or more provisions of this Agreement, the “prevailing party” is entitled to “reasonable attorney’s fees” in addition to any other relief to which the prevailing party may be entitled. A “prevailing party” has the same meaning as that term is defined in California Code of Civil Procedure Section 1032(a)(4). “Reasonable attorney’s fees” of the City Attorney’s office means the fees regularly charged by private attorneys who:

(A) Practice in a law firm located in Los Angeles County; and

(B) Have an equivalent number of years of professional experience in the subject matter area of the law for which the City Attorney’s services were rendered.

14.7. Further Assurances. Upon CITY’s request at any time, CONTRACTOR shall promptly:

(A) Take further necessary action; and

(B) Sign, acknowledge, and deliver all additional documents as may be reasonable, necessary, or appropriate to carry out this Agreement’s intent, purpose, and terms.

14.8. Assignment.

(A) This Agreement does not give any rights or benefits to anyone, other than to CITY and CONTRACTOR. All duties, obligations, and responsibilities under this

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Agreement are for the sole and exclusive benefit of CITY and CONTRACTOR, and are not for the benefit of another person, entity, or organization. Without CITY’s prior written authorization, CONTRACTOR shall not do any one or more of the following:

(1) Assign or transfer a right or interest— whether in whole, in part, temporarily, or otherwise— in this Agreement; or

(2) Delegate a duty or obligation owed— whether in whole, in part, temporarily, or otherwise— under this Agreement.

(B) Any actual or attempted assignment of rights or delegation of duties by CONTRACTOR, without CITY’s prior written authorization, is wholly void and totally ineffective for all purposes; and does not postpone, delay, alter, extinguish, or terminate CONTRACTOR’s duties, obligations, or responsibilities under this Agreement.

(C) If CITY consents to an assignment of rights, or a delegation of duties, or both, CONTRACTOR’s assignee or legal representative shall agree in writing to personally assume, perform, and to be bound unconditionally by the covenants, obligations, terms, and conditions in this Agreement.

14.9. Successors and Assigns. Subject to the provisions in Paragraph 14.8, this Agreement is binding on the heirs, executors, administrators, successors, and assigns of the respective PARTIES.

14.10. Time is of the Essence.

(A) Except when this Agreement states otherwise, time is of the essence in this Agreement. CONTRACTOR acknowledges that this Agreement’s time limits and deadlines are reasonable for CONTRACTOR’s performing the Services under this Agreement.

(B) Unless this Agreement specifies otherwise, any reference to “day” or “days” means calendar and not business days. If the last day for giving notice or performing an act under this Agreement falls on a weekend, a legal holiday listed in either Glendale Municipal Code Section 3.08.010 or California’s Government Code, or a day when City Hall is closed, the period is extended to and including the next day that CITY is open for business. A reference to the time of day refers to local time for Glendale, California.

14.11. Recycled Paper. CONTRACTOR shall endeavor to submit all reports, correspondence, and documents related to this Agreement on recycled paper.

14.12. Notices.

(A) The PARTIES shall submit in writing all notices and correspondence that this Agreement requires or permits, and shall use the following delivery method:

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(1) Personal delivery;

(2) U.S. mail, first class postage prepaid;

(3) “Certified” U.S. mail, postage prepaid, return receipt requested;

(4) Facsimile; or

(5) Email.

(B) All written notices or correspondence done in the manner described in Subparagraph (A) above with the street address or place, facsimile number, or email address listed in Subparagraph (C) below will be presumed “given” to a PARTY on whichever date occurs earliest:

(1) The date of personal delivery;
(2) The third (3rd) business day following deposit in the U.S. mail, when sent by “first class” mail;
(3) The date on which the PARTY or its agent either signed the return receipt or refused to accept delivery, as noted on the return receipt or other U.S. Postal Service form, when sent by “certified” mail; or

(4) The date of transmission, when sent by facsimile or email.

(C) CITY and CONTRACTOR designate the following contact person, street address or place, telephone number, and facsimile number or email address for giving notice:

CITY: City of Glendale
Dept.: Public Works Department
633 E. Broadway, Room 205
Glendale, CA 91206
Attn: Pastor Casanova, Principal Traffic Engineer
Tel. No.: 818-548-3945
Email: [email protected]

CONTRACTOR: Yunex LLC.
1026 E. Lacy Avenue
Anaheim, CA 92805,
Attn: Steven Teal, Director
Tel: (714) 497-5043
Email: [email protected]

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(D) At any time, by providing written notice to the other PARTY, CITY or CONTRACTOR may change the contact information listed in Subparagraph (C) above.

14.13. Survival. This Paragraph and the obligations set forth in Paragraphs

5.4, 5.6, 5.7, 5.8, 7.5, 8.1, 9.1, 9.2, 9.3, 9.4, 9.5, 11.1, 11.2, 12.1, 12.2, 12.3, 12.4, 12.5,

12.6, 12.7, 13.3, 14.5, 14.6, 14.7, 14.8, 14.9, and 14.12 survive this Agreement’s expiration, cancellation, or termination.

14.14. Severability. The invalidity, in whole or in part, of any term of this Agreement will not affect this Agreement’s remaining terms.

14.15. Counterparts. This Agreement may be executed in counterparts, each of which is an original, but all of which constitutes one and the same document. The PARTIES shall sign a sufficient number of counterparts, so that each PARTY will receive a fully executed original of this Agreement.

14.16. Representations – Authority. The PARTIES represent that:
(A) They have read this Agreement, fully understand its contents, and have received a copy of it;
(B) Through their duly authorized representative, they are authorized to sign this Agreement, and they are bound by its terms; and

14.17. Digital Signatures. A signed copy of this Agreement or any amendment thereto bearing a digital signature, shall be deemed to have the same legal effect as delivery of an original executed copy of this Agreement or such amendment thereto for all purposes, and each digital signature should be given the same legal force and effect as a handwritten signature.

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January 31, 2024
DATE:

SIGNATURE:

Interim Public Works Director
TITLE:

Daniel Hernandez
NAME:

PUBLIC WORKS DEPARTMENT

REVIEWED
January 31, 2024
DATE:

SIGNATURE:

Principal Assistant City Attorney
TITLE:

Miah Yun
NAME:

APPROVED AS TO FORM

Executed at Glendale, California.

CITY OF GLENDALE:

By Date:

January 31, 2024

(Name)
(Title)
John Takhtalian
Assistant City Manager

CONSULTANT:

By Date: January 30, 2024

(Name) Steven Teal

(Title) Director of Service

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EXHIBIT LIST

Exhibit A: Scope of Work
(10 pages)

Exhibit A-1: (Traffic Signals and Other Electrical-Related (10 pages) Traffic Device Locations)

Exhibit B: Fee Schedule/Hourly Rate
(5 page)

Exhibit C: Insurance Requirements
(7 pages)

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Exhibit A – Scope of Work

The Contractor shall perform maintenance of all traffic-related electrical devices, as more particularly described and listed in Exhibit A -1 (Inventory of Traffic Signals and Other Electrical-Related Traffic Device Locations), including 245 traffic signals, 42 CCTV Camera locations, 12 hard -wired flashing beacon systems, 47 solar -powered wireless flashing beacon systems, one (1) in -roadway warning light systems, and miscellaneous electrical maintenance services for the City of Glendale. The Contractor shall have available and readily accessible all required vehicles, tools, equipment, apparatus, facilities, labor and material to perform all work necessary to maintain the traffic related electrical devices in compliance with latest State of California Department of Transportation (Caltrans) standards and specifications, as well as the latest City of Glendale Specifications.

The Contractor shall provide and maintain emergency service response on twenty-four (24) hours a day, seven (7) days per week basis, including all holidays. Service vehicles used by the Contractor shall be stocked with sufficient new spare traffic signal equipment to restore the signal systems to proper working order. The Contractor shall provide traffic control/lane closures that conform to latest editions of the California Manual on Uniform Traffic Control Devices (CAMUTCD) and Work Area Traffic Control Handbook (WATCH) manual.

Routine preventive maintenance shall be conducted in accordance with the schedule set forth at each traffic signal and other electrical -related traffic devices and will not require written authorization to proceed with work. CONTRACTOR shall commence work on extraordinary maintenance services to be performed upon receiving written authorization from CITY's project manager to proceed with the work except in case of emergencies. All work shall be provided in a timely manner to be mutually agreed by CITY and CONTRACTOR.

All routine preventive maintenance services shall be billed at a pre -determined flat rate, with extraordinary maintenance services to be paid at price quoted or at hourly rates (time and material) in accordance with the cost proposal per this RFP.

Proper documentation and record -keeping are essential components of any repair process. It is important for the Contractor to maintain accurate and detailed records of the repair process, including the date and time of the repair, the specific components that were repaired or replaced, and any issues or challenges encountered during the repair process.

Maintaining these records helps to ensure accountability and transparency, allowing for clear communication between the Contractor and the City. Additionally, detailed records can facilitate future maintenance and repairs by providing a comprehensive history of the system and its components.

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A. ROUTINE PREVENTIVE MAINTENANCE

The contractor shall administer a comprehensive routine maintenance program designed to eliminate or reduce the incidents of malfunction, reduce operational complaints and extend the useful life of the equipment. All work shall conform to the latest edition of Caltrans Standard Specifications. All testing shall conform to the most recent NEMA Specifications.

The contractor shall repair, replace or otherwise render in good working condition defective parts of all traffic -related electrical devices. If a component should become obsolete or non-repairable, the Contractor shall report such condition to the City. The Contractor shall demonstrate or provide evidence that replacement is necessary.

1. Routine Preventive Maintenance for Traffic Signals
a. Monthly Routine Preventive Maintenance
- Check controller and cabinet for proper operation.
- Check and realign signal indications if necessary. Check for bent visors and backplates.
- Check and actuate each pedestrian push button for proper operation. - Check all vehicular and pedestrian signals for proper operation and replace outages found. LED modules under warranty will be returned to manufacturer for replacement at no cost to the City. Any malfunctioned LEDs out of warranty will be replaced and invoiced to the City. - Check intersection video detection system and Opticom (emergency vehicle preemption detectors). Confirm that video detection zones are at the proper locations. Confirm that all detector cards are working properly. Adjust detection zones or camera alignments if necessary.
- Check for general operation of communications and CCTV equipment.

Assure all cabling are in place and electrical power is being provided to the equipment.

b. Three-Month Routine Preventive Maintenance (in addition to monthly maintenance)
- Vacuum and clean controller cabinet and contents.
- Check the time setting and match with timesheet on controllers. - Check controller clock and adjust if necessary.
- Check loop detectors for possible exposed wires, cracks and pot holes. - Check detector amplifiers and tune if necessary.
- Check detector extensions.
- Check all pull boxes and clean if necessary.
- Check all splices in pull box. Re-splice and/or re-tape splices in pull box if they are not in good condition.

c. Six-Month Routine Preventive Maintenance (in addition to monthly and 3- month maintenances)

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- Check cabinets for vents, leaks, drainage, door locks, door alignment, fan operation, and air filter.
- Lubricate cabinets including all moving parts, such as hinges and locks, to ensure smooth operation.
- Replace air filter, if necessary, at no additional cost to the City. The Contractor shall replace existing air filter with new fabric type air filter in all cabinets at least once per twelve (12) months.
- Check for wear and function of controllers.
- Check ground rod clamp and wire and operation of ground fault receptacle. - Inspect integrity of splices.
- Test battery backup system when present. Check battery voltage and make recommendations for battery replacement.
- Perform night-time check of all safety lights and internally illuminated street name signs (IISNS). All malfunctioning safety lights identified in the routine check shall be repaired or replaced within three (3) working days. All IISNS shall be repaired or replaced within ten (10) working days.

d. Yearly Routine Preventive Maintenance (in addition to monthly, 3 -month, and 6-month maintenances)
- Clean and polish all lenses and reflectors.
- Record the intensity of LED lenses if requested by City. LED modules under warranty will be returned to manufacturer for replacement at no cost to the City. Any malfunctioned LEDs not under warranty will be replaced and invoiced to the City.
- Check weatherproof gasket seal on controller cabinets. Check for water accumulation and duct sealant.
- Inspect poles for foundation cracks, loose base nuts, and missing loose hand hole covers.

2. Routine Preventive Maintenance for Flashing Beacons
a. Monthly Routine Preventive Maintenance for Hard-Wired Flashing Beacons. - Check visibility and operations of flashing beacons. Check beacons for secured attachment. Clean beacons as needed.
- Check operation of pedestrian push button assemblies and motion detection bollards if applicable.
- Check controller cabinet and clean if necessary.
- Check all pull boxes and clean if necessary. Check all splices in pull box.

Re-splice and/or re-tape splices in pull box if they are not in good condition. - Notify the City of any malfunctions and request for written authorization to proceed with repair and/or replacement.

b. Monthly Routine Preventive Maintenance for Solar-Powered Wireless Flashing Beacons.
- Check visibility and operations of flashing beacons. Check beacons for secured attachment. Clean beacons as needed.

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- Check operation of pedestrian push button assemblies. - Check and clean solar panels and ensure they are free from debris, dirt, bird droppings, and clear any shading from nearby trees that may affect their performance.
- Check battery voltage and make recommendations for battery replacement. - Notify the City of any malfunctions and request for written authorization to proceed with repair and/or replacement.

3. Monthly Routine Preventive Maintenance for In-Roadway Warning Light System (IRWLS)
- Check visibility and operations of in-roadway warning lights. - Clean window ramps as needed. Check for proper adhesion to the roadway surface.
- Check visibility and operations of LED enhanced pedestrian crossing symbols and signs. Check for secure attachment.
- Check operation of push button assembly.
- Check and clean cabinet if necessary. Check cabinet for secure attachment. - Check pull boxes and clean if necessary. Check all splices in pull box. Re- splice and/or re-tape splices in pull box if they are not in good condition. - Check wire trench cuts for sufficient loop sealant and fill where needed. - Check solar-powered module if applicable. Check for secure attachment. - Check battery voltage and make recommendations for battery replacement if applicable.
- Visually inspect the condition of the concrete or asphalt surrounding the IRWLS, ensuring that there are no cracks or potholes that could compromise the integrity of the system.

B. EXTRAORDINARY MAINTENANCE

Extraordinary maintenance includes all the labor and materials necessary to ensure the safe and efficient operation of the City’s traffic-related electrical devices that goes beyond the normal routine preventive Maintenance Program established by this Scope of Services. Generally, extraordinary maintenance involves the replacement of equipment damaged by acts of God, civil disorder, vehicle collisions or vandalism, construction activities, metal fatigue or defects, or equipment failure due to age or deterioration. With the exception of pole or cabinet knockdowns and other emergency situations, extraordinary maintenance requires written approval from the City before any work is scheduled. The Contractor shall prepare estimates showing the cost breakdown of material and labor for the services and submit this information to the City for approval. The City, at its discretion, may choose to retain other contractors to conduct the extraordinary maintenance work. Extraordinary maintenances may include, but not limited to the following:

1. Response to Emergency Call

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The Contractor shall provide an emergency call -out list to all persons designated by the City. Emergency calls that require replacement of equipment will not require approval from the City before such replacements are commenced. Upon completion of emergency work, the Contractor shall inform the City that the emergency work has been completed. The Contractor shall notify the City within one working day of any change in traffic signal operation caused by controller replacement, timing changes, loss of communication or traffic collisions. The following events shall be considered emergency:

a. Any signal controller malfunctions
b. Burned-out traffic signal lamps*
c. Signal equipment knockdowns
d. Failure of pedestrian push button assembly
e. Any wiring or electrical component that is exposed or poses a hazard to public safety.
f. Damage caused by weather events, such as severe storms or flooding. g. Any other unforeseen circumstances that pose a threat to public safety or significantly impact the operation of the traffic system * The replacement of burned -out lamp needs not be handled as an emergency provided that there are two (2) such signal indications still operative for each phase of traffic signal operation. See Section E for the maximum response time required for emergency and non-emergency calls.

2. Signal Upgrade and Modification

Upon request, the Contractor shall furnish and install or modify traffic signal vehicular and pedestrian indications, signal poles, foundations, conduits, pull boxes, signal mast arms, IISNS, safety lights, cabinet assemblies, signal controller assemblies, program modules, local intersection software, pedestrian push buttons (including tactile units), audible pedestrian signal device, vehicular detector units, loop detectors, detector lead -in cables (including connection to home runs), interconnect cables, conflict monitors, miscellaneous wiring and cables, and any other traffic signal equipment. The Contractor shall ensure that all newly installed or modified traffic signal equipment meets the applicable regulatory and industry standards City of Glendale specifications and is integrated effectively into the existing traffic signal system.

3. In-Roadway Warning Light System Repair

The Contractor shall remove malfunctioned components, deliver them to the manufacturer for replacement or repair, and reinstall them after receipt from the manufacturer. After replacement, the Contractor shall test the in -roadway warning light system to determine that all components are functional.

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4. Underground Service Alert System (USA)

The City will send an email request to the signal maintenance contractor to initiate the USA marking process. It will be the responsibility of the Contractor to promptly respond to the email and complete the USA marking as required.

The Contractor shall mark existing traffic signal conduits and interconnect cables (stranded copper wire and fiber optics) for USA using a pipe locator. The Contractor shall complete the USA marking within one (1) working day after the City gives notice. USA work shall be performed in compliance with the requirements of California Government Code Section 4216, the latest USA guidelines available on the Internet at http://www.digalert.org. Only chalk based paint shall be used. The Contractor shall assume all liability for satisfying the City’s obligations to adequately identify underground structures.

5. Miscellaneous Extraordinary Maintenance Services
a. The Contractor shall test new controllers, cabinets, and new signal equipment in the Contractor’s laboratory and in the field prior to installation. b. The Contractor shall provide technical support when requested by the City for construction of new traffic signal and signal modification/upgrade projects.

c. The Contractor shall implement timing changes at local intersections when requested by the City.

d. The Contractor shall remove, repair, adjust, and/or install CCTV camera, auxiliary equipment and/or cabling.

e. The Contractor shall install, program, activate, and remove the portable CCTV camera/recorder and video collection unit in the field. The Contractor shall pick up the unit from the City’s office and return the unit upon completion.

f. The Contractor shall install, repair, and program the portable speed radar sign in the field. The Contractor shall pick up the unit from the City’s yard and return the unit upon completion.

g. The Contractor shall inspect, test, and troubleshoot malfunctions of the fiber optic and copper, twisted pair communications system at the request of the City, including communications cables, modems, controllers, prom module, and terminal blocks in controller cabinets. The Contractor is not required to perform routine maintenance on these devices at a set schedule except as described on Routine Preventive Maintenance for Traffic Signals on page 26, Section 1, but is required to troubleshoot malfunctions upon notification

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by the City and perform any required repairs. Repairs may include re - splicing of fiber optic cable pulling new cable(s) and/or repair/replacement of communications auxiliary equipment.

h. The Contractor shall provide emergency response services 24 hours a day, 7 days a week in the event of any unexpected malfunctions or failures of the traffic signal system. The Contractor shall respond promptly to all emergency calls and shall take all necessary steps to restore the system to full operation as quickly as possible.

i. The Contractor shall maintain accurate and up -to-date records of all maintenance and repair activities, including the date and time of the service, the specific equipment or components serviced, and any issues or challenges encountered during the service. These records shall be made available to the City upon request and shall be used to inform future maintenance and repair efforts.

j. The Contractor shall provide regular updates to the City regarding the status of ongoing maintenance and repair activities, including any anticipated delays or disruptions. The Contractor shall work collaboratively with the City to develop and implement strategies to minimize any impact on traffic flow or public safety during these activities.

C. NEW TRAFFIC-RELATED ELECTRONICAL DEVICES

When the City accepts new equipment into service they will be included in the contract at the applicable base fee that corresponds to the device type, e.g. traffic signals, hard- wired flashing beacons, solar powered wireless flashing beacons, and in - roadway warning lighting (IRWL) systems commencing on the date of acceptance of the installation. The Contractor shall, upon notification by the City, immediately commence servicing such traffic signals, hard -wired flashing beacons, solar powered wireless flashing beacons, and in-roadway warning lighting (IRWL) systems.

D. PARTS, MATERIAL, AND FACILITY

The Contractor shall provide all traffic signal related parts and material necessary to provide the services described in this scope of work. The Contractor shall be responsible for maintaining a sufficient inventory of parts and materials necessary to complete all required services in a timely manner including but not limited to traffic signal cabinets, controllers, detectors, conflict monitors, lenses, visors, wire, relays, switches, lamps, poles, mast arms and other common replacement parts. This includes maintaining an adequate stock of spare parts to ensure prompt replacement of any malfunctioning or damaged equipment. The Contractor shall regularly assess inventory levels and adjust as necessary to ensure that all required parts and materials are readily available. The Contractor shall furnish spare parts when the original units

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are in the laboratory for testing or repairs. The Contractor shall maintain at least one stand-by fully-tested complete signal cabinet in the Contractor’s facility at all times.

E. RESPONSE TIME

During working hours of 7 a.m. to 4 p.m., Monday through Friday, the Contractor shall respond within thirty (30) minutes of receiving the call. During non -working hours, weekends, and holidays, the Contractor shall respond within one (1) hour for emergency calls and within the next normal working day for non-emergency calls.

Additionally, the Contractor shall ensure that there is always at least one fully equipped and properly functioning service vehicle available to respond to emergency calls. The service vehicle shall be equipped with all necessary tools, equipment, and replacement parts to address common emergency situations, such as signal outages and equipment malfunctions. The Contractor shall also ensure that their personnel are adequately trained to handle emergency situations, and that they have access to necessary safety equipment, such as reflective vests and hard hats.

F. SALVAGED OR DAMAGED EQUIPMENT
All salvaged or damaged equipment remains the property of the City unless directed otherwise. If requested by the City, the Contractor shall deliver the equipment to the City’s Yard for storage. When requested by the City, the Contractor will be responsible for disposing all damaged equipment at no additional cost to the City.

G. WARRANTY SERVICE

New equipment installed by the installing Contractor shall be covered with a material and workmanship warranty for (1) year after acceptance. The warranty shall include all labor, parts, and materials necessary to correct defects in the workmanship and materials used in the installation of the equipment, and shall commence on the date of acceptance of the installation by the City. Where parts or material become defective during this warranty period, the Contactor shall notify the City so that the warranty may be exercised. The installing Contractor shall be responsible for exercising maintenance and replacement covered by the warranty. No additional or separate compensation shall be paid for warranty service work.

H. RECORDS

The Contractor shall be responsible for maintaining and updating of all maintenance records. All maintenance records, including routine preventive maintenance forms, shall be maintained at the Contractor’s facility for a period of five (5) years. Any temporary changes made to traffic signal timing parameters shall be immediately brought to the attention of the City for record. The report and record keeping are considered part of the routine preventive maintenance tasks and no additional compensation will be provided by the City. The Contractor shall submit to the City the following reports:

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1. Routine Preventive Maintenance Forms
The Contractor shall develop routine preventive maintenance forms to be approved by City. The forms shall be filled out for each location immediately after the routine maintenance work has been completed. The Contractor shall maintain a computerized database of all preventive maintenance records. The reports shall be delivered to the City the first week of every month or be available for the City to view through the internet. The reports shall include a summary of all preventive maintenance work completed during the previous month, including the location, date and time of service, and a description of the work performed. The reports shall also include any necessary comments or observations regarding the condition of the equipment or any recurring issues that require further attention.

2. Monthly Activity Report
The Contractor shall provide a computerized monthly activity report to the City the first week of every month. The report shall include the following:
a. Time the service calls received by the Contractor, time arrived at the location, the number of hours spent for each repair.
b. A complete record of all work that was performed during the previous month including the make, model, and serial number of any major components or other equipment that was newly installed at each location. c. Date the preventive routine maintenance work was performed. d. Detailed monthly expenditure records of the type, quantities, and costs of all the City expenditures.
e. A summary of any issues encountered during the previous month, including any delays or complications that may have impacted service delivery, and the steps taken to resolve them.
f. A summary of any recommendations for improvements or upgrades to the City's traffic -related electronic devices and systems, including cost estimates and timelines for implementation.
h. Any other relevant information related to the Contractor's services or the City's traffic-related electronic devices and systems.

The monthly activity report shall be submitted in a format approved by the City and shall be accompanied by any supporting documentation or invoices as required.

I. MEETING

The Contractor's technicians shall be available to meet with representatives from the City on a daily basis at a mutually agreed upon time and place in the City to review maintenance activities. The Contractor's signal maintenance manager shall be similarly available to meet with the City representatives as requested by the City. As

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a baseline, the maintenance manager shall meet with the City on a quarterly basis and provide a summary of updates and/or issues that require resolution.

J. WAGES PAID TO CONTRACTOR’S WORKERS

Pursuant to California Labor Code Article 2, Wages, Section 1770 -1781 et seq., the work described herein is a “public work” as defined by this Article of the Labor Code Section 1771. Hence, the Contractor shall abide by all applicable Sections of the California Labor Codes including Sections 1770 -1781, et seq. relative to traffic signal maintenance. In accordance with the provisions of Section 1773 of the California Labor Code, the general prevailing rates of per diem wages and holiday and overtime work in the locality in which the Work is to be performed shall be in accordance with the rates posted on the Department of Industrial Relations website, found at http://www.dir.ca.gov/dirdatabases.html. The Contractor, and any subcontractor under him, shall pay not less than the specified prevailing rates of wages to all workers employed in the execution of this Agreement.

The City reminds all contractors and subcontractors of the adoption of SB 96, and advises them to understand and comply with the requirements as set forth on the Department of Industrial Relations (DIR) website at http://www.dir.ca.gov/Public- Works/PublicWorks.html. The City requires all contractors and subcontractors to be registered with the DIR prior to submitting a proposal. Subject to the exceptions set forth in Labor Code Section 1725.5, proposal from contractors that are not currently registered will be deemed nonresponsive. Further, the City will not award a contract to and no contractor or subcontractor will be allowed to work on City’s traffic -related electrical devices unless they are registered with the DIR pursuant to Labor Code Section 1725.5. Please visit the DIR website for further information.

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Exhibit A-1- Traffic Signals and Other Electrical-Related Traffic Device Locations

INVENTORY OF TRAFFIC SIGNALS
Location No. Street Cross Streets / Segments
1 Artsakh (previously Maryland Ave) Wilson Ave
2 Artsakh (previously Maryland Ave) Broadway
3 Artsakh (previously Maryland Ave) Harvard St
4 Acacia Ave. Chevy Chase Dr. / Tyler St.
5 Acacia Ave. Glendale Ave.
6 Acacia Ave. Verdugo Rd.
7 Adams St. Broadway
8 Adams St. Chevy Chase Dr.
9 Adams St. Colorado St.
10 Adams St. Wilson Ave.
11 Air Way / Flower St. Pelanconi Ave. / San Fernando Rd. 12 Air Way / Grandview Ave. San Fernando Rd.
13 Air Way Sonora Ave.
14 Allen Ave. Glenoaks Blvd.
15 Allen Ave. San Fernando Rd.
16 Allen Ave. Victory Blvd.
17 Americana Way Central Ave.
18 Americana Way Brand Blvd. / Harvard St.
19 Arden Ave. Central Ave.
20 Arden Ave. Pacific Ave.
21 Boston Ave. Foothill Blvd.
22 Boston Ave. Honolulu Ave.
23 Boynton St. Chevy Chase Dr.
24 Brand Blvd. Broadway
25 Brand Blvd. California Ave.
26 Brand Blvd. Caruso Ave.
27 Brand Blvd. Cerritos Ave.
28 Brand Blvd. Chevy Chase Dr.
29 Brand Blvd. Colorado St.
30 Brand Blvd. Doran St.
31 Brand Blvd. Dryden St.
32 Brand Blvd. Garfield Ave.
33 Brand Blvd. Glenoaks Blvd.
34 Brand Blvd. Lexington Dr.
35 Brand Blvd. Lomita Ave.
36 Brand Blvd. Los Feliz Rd.
37 Brand Blvd. Maple St.
38 Brand Blvd. Milford St.
39 Brand Blvd. Monterey Rd.
40 Brand Blvd. Palmer Ave.
41 Brand Blvd. Ped. Crossing Btwn. Broadway / Harvard St. 42 Brand Blvd. San Fernando Rd.
43 Brand Blvd. Stocker St.
44 Brand Blvd. Wilson Ave.
45 Broadview Dr. Ocean View Blvd.
46 Broadview Dr. Verdugo Rd.
47 Broadway Central Ave.
48 Broadway Chevy Chase Dr.
49 Broadway Columbus Ave
50 Broadway Everett St.
51 Broadway Galleria Way
52 Broadway Glendale Ave.
53 Broadway Isabel St.

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INVENTORY OF TRAFFIC SIGNALS

Location No. Street Cross Streets / Segments
54 Broadway Jackson St.
55 Broadway Kenwood St.
56 Broadway Louise St.
57 Broadway Orange St.
58 Broadway Pacific Ave.
59 Broadway Ped. Crossing Btwn. Lukens Pl. / Sinclair Ave. 60 Broadway Brazil / San Fernando Rd.
61 Broadway Verdugo Rd.
62 Burchett St. Central Ave.
63 Burchett St. Pacific Ave.
64 California Ave. Central Ave.
65 California Ave. Glendale Ave.
66 California Ave. Isabel St.
67 California Ave. Maryland Ave.
68 California Ave. Orange St.
69 California Ave. Pacific Ave.
70 California Ave. San Fernando Rd.
71 Campus St. Colorado St.
72 Canada Blvd. Colina Dr.
73 Canada Blvd. Country Club Dr. / San Maria Ave.
74 Canada Blvd. Del Valle Ave.
75 Canada Blvd. Glorietta Ave.
76 Canada Blvd. Menlo Dr. / Verdugo Rd.
77 Canada Blvd. Opechee Way
78 Canada Blvd. Parking Lot #34 Dwy. / Verdugo Park
79 Canada Blvd. Verdugo Rd. (S)
80 Canada Blvd. Wabasso Way
81 Central Ave. Chevy Chase Dr.
82 Central Ave. Colorado St.
83 Central Ave. Doran St.
84 Central Ave. Dryden St.
85 Central Ave. Galleria Way
86 Central Ave. Glenoaks Blvd.
87 Central Ave. Lexington Dr.
88 Central Ave. Lomita Ave.
89 Central Ave. Los Feliz Rd.
90 Central Ave. Maple St.
91 Central Ave. Milford St.
92 Central Ave. Pioneer Dr.
93 Central Ave. San Fernando Rd.
94 Central Ave. Stocker St.
95 Central Ave. Wilson Ave.
96 Central Ave. Windsor Rd.
97 Cerritos Ave. San Fernando Rd.
98 Chevy Chase Dr. Colorado St.
99 Chevy Chase Dr. Garfield Ave.
100 Chevy Chase Dr. Glendale Ave.
101 Chevy Chase Dr. Glenoaks Blvd.
102 Chevy Chase Dr. Harvard St.
103 Chevy Chase Dr. Harvey Dr.
104 Chevy Chase Dr. Hospital Dwy.
105 Chevy Chase Dr. Maple St.
106 Chevy Chase Dr. Ped. Crossing Btwn. Boynton St. / La Boice Dr.

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INVENTORY OF TRAFFIC SIGNALS

Location No. Street Cross Streets / Segments
107 Chevy Chase Dr. San Fernando Rd.
108 Chevy Chase Dr. Sinclair Ave
109 Chevy Chase Dr. Verdugo Rd.
110 Chevy Chase Dr. Wilson Ave.
111 Chevy Chase Dr Windsor Rd
112 Civic Auditorium Dr. Verdugo Rd.
113 College Dwy. Mountain St.
114 Colorado St. Columbus Ave
115 Colorado St. Everett St.
116 Colorado St. Galleria Way
117 Colorado St. Glendale Ave.
118 Colorado St. Louise St.
119 Colorado St. Pacific Ave.
120 Colorado St. Ped Crossing Btwn. Brand Blvd. / Central Ave. 121 Colorado St. Ped Crossing Btwn. Everett St. / Glendale Ave. 122 Colorado St. San Fernando Rd.
123 Colorado St. Verdugo Rd.
124 Columbus Ave. Wilson Ave.
125 Concord St. Doran St.
126 Concord St. Fairmont Ave.
127 Concord St. Glenoaks Blvd.
128 Concord St. Wilson Ave.
129 Crestmont Ct. Verdugo Rd.
130 Doran St. Glendale Ave.
131 Doran St Geneva Ave / Balboa Ave
132 Doran St. Jackson St.
133 Doran St. Louise St.
134 Doran St. Maryland Ave.
135 Doran St. Orange St.
136 Doran St. Pacific Ave.
137 Doran St. San Fernando Rd.
138 Dryden St. Pacific Ave.
139 Dunsmore Ave. Foothill Blvd.
140 Dunsmore Ave. Honolulu Ave.
141 El Cino Pl. Ocean View Blvd. / Verdugo Rd.
142 Elk Ave. San Fernando Rd.
143 Elm Ave. Glenoaks Blvd.
144 Ethel St. Glenoaks Blvd. / Rossmoyne Ave.
145 Fairmont Ave. San Fernando Rd.
146 Fern Ln. Verdugo Rd.
147 Flower St. Justin Ave.
148 Flower St. Paula Ave.
149 Flower St. Sonora Ave.
150 Flower St. Western Ave.
151 Foothill Blvd. Lauderdale Ave.
152 Foothill Blvd. Lowell Ave.
153 Foothill Blvd. New York Ave.
154 Gardena Ave. Los Feliz Rd.
155 Geneva St. Glenoaks Blvd.
156 Geneva St. Monterey Rd.
157 Glendale Ave. Glenoaks Blvd.
158 Glendale Ave. Harvard St.
159 Glendale Ave. Lexington Dr.

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INVENTORY OF TRAFFIC SIGNALS

Location No. Street Cross Streets / Segments
160 Glendale Ave. Lomita Ave.
161 Glendale Ave. Los Feliz Rd.
162 Glendale Ave. Maple St.
163 Glendale Ave. San Fernando Rd.
164 Glendale Ave. Verdugo Rd.
165 Glendale Ave. Wilson Ave.
166 Glendale Ave. Windsor Rd.
167 Glenoaks Blvd. Grandview Ave.
168 Glenoaks Blvd. Graynold Ave.
169 Glenoaks Blvd. Harvey Dr.
170 Glenoaks Blvd. Highland Ave.
171 Glenoaks Blvd. Irving Ave.
172 Glenoaks Blvd. Jackson St.
173 Glenoaks Blvd. Justin Ave.
174 Glenoaks Blvd. Kenilworth Ave.
175 Glenoaks Blvd. Louise St.
176 Glenoaks Blvd. Pacific Ave.
177 Glenoaks Blvd. Rosedale Ave.
178 Glenoaks Blvd. Sonora Ave.
179 Glenoaks Blvd. Verdugo Rd.
180 Glenoaks Blvd. Western Ave.
181 Glenwood Rd. Pacific Ave.
182 Glorietta Ave. Verdugo Rd.
183 Grandview Ave. Kenneth Rd.
184 Harvard St. Louise St.
185 Harvard St. San Fernando Rd.
186 Harvard St. Verdugo Rd.
187 Harvey Dr. Holly Dr.
188 Harvey Dr. Wilson Terr.
189 Highland Ave. San Fernando Rd.
190 Honolulu Ave. La Crescenta Ave.
191 Honolulu Ave. Lowell Ave.
192 Honolulu Ave. Montrose Ave. / Verdugo Rd.
193 Honolulu Ave. New York Ave.
194 Honolulu Ave. Ocean View Blvd.
195 Honolulu Ave. Ped Crossing btw Glenwood Ave. (N / S) 196 Honolulu Ave. Ramsdell Ave.
197 Honolulu Ave. Whiting Woods Rd.
198 Honolulu Pl. Montrose Ave. / Pennsylvania Ave.
199 Isabel St. Wilson Ave.
200 Jackson St. Lexington Dr.
201 Jackson St. Monterey Rd.
202 Jackson St. Wilson Ave.
203 Justin Ave. San Fernando Rd.
204 Kenwood St. Wilson Ave.
205 La Crescenta Ave. Montrose Ave.
206 La Crescenta Ave. Roselawn Ave.
207 La Crescenta Ave. Shirley Jean St.
208 La Crescenta Ave. Verdugo Rd.
209 Lake St. Sonora Ave.
210 Lake St. Western Ave.
211 Lexington Dr. Maryland Ave.
212 Lexington Dr. Orange St.

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INVENTORY OF TRAFFIC SIGNALS

Location No. Street Cross Streets / Segments
213 Lexington Dr. Pacific Ave.
214 Los Angeles St. San Fernando Rd.
215 Los Feliz Rd. San Fernando Rd.
216 Louise St. Monterey Rd.
217 Louise St. Wilson Ave.
218 Magnolia Ave. San Fernando Rd.
219 Maple St. Verdugo Rd.
220 Milford St. Orange St.
221 Monterey Rd. Verdugo Rd.
222 Montrose Ave Pennsylvania Ave.
223 Mountain Ave. Verdugo Rd.
224 Oakwood Ave. Ped Crossing Verdugo Rd. (PHB)
225 Orange St. Wilson Ave.
226 Pacific Ave. Riverdale Dr.
227 Pacific Ave. San Fernando Rd.
228 Pacific Ave. Stocker St.
229 Pacific Ave. Vine St.
230 Pacific Ave. Wilson Ave.
231 Park Pl. Verdugo Blvd.
232 Riverdale Dr. San Fernando Rd.
233 Riverside Dr. Western Ave.
234 Rosedale Ave. San Fernando Rd.
235 San Fernando Rd. Sonora Ave.
236 San Fernando Rd. Western Ave.
237 Sinclair Ave. Wilson Ave.
238 Towne St. Verdugo Rd.
239 Valihi Way Verdugo Rd.
240 Verdugo Loma Dr. Verdugo Rd.
241 Verdugo Rd. Wabasso Way
242 Verdugo Rd. Wilson Ave.
243 Victory Blvd. Western Ave
244 Porter St Ped Crossing Colorado St. (PHB)
245 Lincoln Ave Ped Crossing Colorado St. (PHB)
246 Future Location

Summary
Traffic Signals: 236 PHB: Pedestrian Hybrid Beacon
Signalized Pedestrian Crosswalks: 9
Total Signals 245

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INVENTORY OF HARD-WIRED FLASHING BEACON

Location No. Street Cross Streets/Segments Segment Type Crosswalk Type 1 Adams St Stanford Dr. Intersection HWFB (Red)
2 Brand Blvd. Btwn. Broadway & Wilson Mid-block HWFB (Yellow) 3 Brand Blvd. Btwn. California Ave & Wilson Ave Mid-block HWFB (Yellow) 4 Brand Blvd. Btwn. California Ave & Lexington Dr Mid-block HWFB (Yellow) 5 Brand Blvd. Btwn. Doran St. & Milford St Mid-block HWFB (Yellow) 6 Buckingham Rd Chevy Chase Dr Intersection HWFB (Yellow W11-10) 7 Cedar St Colorado St Intersection HWFB (Yellow)
8 Chevy Chase Dr Btwn. Buckingham Rd & Sussex Ct-NB Mid-block HWFB (W11-10) 9 Chevy Chase Dr Btwn. Emerald Isle Dr & Sussex Ct.-SB Mid-block HWFB (W11-10) 10 Colorado St Fischer St Intersection HWFB (Yellow)
11 Colorado St Lafayette St Intersection HWFB (Yellow)
12 Future Location

Summary Notes
HWFB: 11 HWFB- Hard-Wired Flashing Beacon

*Future PHB System

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INVENTORY OF SOLAR-POWERED WIRELESS FLASHING BEACON

Location No.

Type
Street Cross Streets/Segments Segment Type Crosswalk

1 Agner Ave. Honolulu Ave. Intersection SPWFB (RRFB)
2 Alabama St. New York Ave. Intersection SPWFB (RRFB)
3 Brand Blvd. Cypress St. Intersection SPWFB (RRFB)
4 Brand Blvd. Glenoaks Service Rd. Intersection SPWFB (Yellow) 5 Brand Blvd. Laurel St. Intersection SPWFB (RRFB)
6 Brand Blvd. Magnolia Ave. Intersection SPWFB (RRFB)
7 Brand Blvd. Maple St. & Windsor Rd. Mid-Block SPWFB (RRFB) 8 Broadway Cedar St. Intersection SPWFB (RRFB &
Yellow)
9 Central Ave. Fairview Ave. Intersection SPWFB (Yellow) 10 Central Ave. Laurel Ave. Intersection SPWFB (RRFB)
11 Cerritos Ave. Glendale Ave. Intersection SPWFB (RRFB) 12 Chestnut St. Glendale Ave. Intersection SPWFB (RRFB) 13 Chevy Chase Dr. Btwn. Garfield Ave. & Windsor Rd. Mid-Block SPWFB (Yellow Spd Lmt)
14 Colorado St. Kenwood St. Intersection SPWFB (RRFB)
15 Colorado St. Lincoln Ave. Intersection SPWFB (RRFB)** 16 Columbus Hawthorne Intersection SPWFB (RRFB)
17 Cypress St. Glendale Ave. Intersection SPWFB (RRFB)
18 Davis Ave. Flower St. Intersection SPWFB (RRFB)
19 Dunsmore Ave. Btwn. Los Amigos St. & Pontiac St. Mid-Block SPWFB (RRFB) 20 Elk Ave. Glendale Ave. Intersection SPWFB (RRFB)
21 Eulalia St. Glendale Ave. Intersection SPWFB (RRFB)
22 Garfield Ave. Glendale Ave. Intersection SPWFB (RRFB) 23 Glencoe Wy. Verdugo Rd. Intersection SPWFB (RRFB)
24 Glendale Ave. Palmer Ave. Intersection SPWFB (RRFB)
25 Glendale Ave. Raleigh St. Intersection SPWFB (RRFB)
26 Glenoaks Blvd. Btwn. Mt. Carmel Dr. & Waltonia Dr. Mid-Block SPWFB (RRFB) 27 Grand Central Ave. Btwn. Grandview & Sonora Ave.-NB Mid-Block SPWFB (RRFB) 28 Grand Central Ave. Btwn. Grandview & Sonora Ave.-SB Mid-Block SPWFB (RRFB) 29 Grand Central Ave. Sonora Ave. Intersection SPWFB (RRFB) 30 Isabel St. Btwn. Broadway & Wilson Ave. Mid-Block SPWFB (Yellow) 31 Kirkby Rd. Verdugo Rd. Intersection SPWFB (W11-2)
32 Linda Vista Rd. E/O Figueroa St. Mid-Block SPWFB (Yellow Stop

Ahead)
33 Louise St. Btwn. Broadway & Harvard St. Mid-Block SPWFB (RRFB) 34 Louise St. Btwn. Broadway & Wilson Ave. Mid-Block SPWFB (RRFB) 35 Louise St. Btwn. Colorado St. & Harvard St. Mid-Block SPWFB (RRFB) 36 Milford St. Pacific Ave. Intersection SPWFB (RRFB)
37 Montrose Ave. Btwn. Ramsdell x La Crescenta Ave Mid-block SPWFB (RRFB) 38 Monterey Rd. Btwn. Galer Pl. & Naranja Dr. Mid-Block SPWFB (RRFB) 39 Mountain St. Btwn. College Dwy. & SB 2 On Ramp Mid-Block SPWFB (Yellow W7-1)
40 Pacific Ave Spencer St Intersection SPWFB (RRFB)
41 Sunview Ave. Verdugo Rd. Intersection SPWFB (RRFB)
42 Verdugo Rd. Btwn. Arvin Dr. & Kirkby Rd. Mid-Block SPWFB (Yellow) 43 Verdugo Rd. Btwn. Crestmont Ct. & Oak Knoll Rd. Mid-Block SPWFB (Yellow) 44 Verdugo Rd Paloma Ave. Intersection SPWFB (Yellow)
45 Verdugo Rd Vickers Dr. Intersection SPWFB (Yellow)
46 Wilson Ave Belmont St Intersection SPWFB (RRFB)*
47 Colorado St Jackson St. Intersection SPWFB (RRFB)*
48 Future Location
Summary Notes
SPWFB (RRFB): 35 SPWFB- Solar-Powered Wireless Flashing Beacon
SPWFB (Yellow): 10 SB- Southbound
SPWFB (W11-2 Sign):1 Btwn.- Between
SPWFB (RRFB & Yellow) :1 E/O- East of
Total SPWFB: 47 NB- Northbound
RRFB- Rectangular Rapid Flashing Beacon
*Maintenance will start in December 2024 for the newly constructed RRFB **Future PHB System

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INVENTORY OF IN ROADWAY WARNING LIGHT SYSTEM (IRWLS) LOCATION

Location No.

Type
Street Cross Streets/Segments Segment Type Crosswalk
1 Kirkby Rd. Verdugo Rd. Intersection SPWFB (W11-2)
2 Future Location

Summary Notes
IRWLS: 1 SPWFB- Solar-Powered Wireless Flashing Beacon
IRWLS – In Roadway Warning Light System

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Traffic-Related Electrical Devices Maintenance Program

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INVENTORY OF SOLAR-POWERED WIRELESS FLASHING BEACON SIGN

ENHANCEMENT

Location No.

Type
Street Cross Streets/Segments Segment Type Crosswalk
1 Canada Blvd. Btwn. Country Club Dr. & Verdugo Rd. Mid-Block SPWFB (Yellow Curve Sign)
2 Emerald Isles Dr. Dublin Dr. Intersection SPWFB (Red) 3 Emerald Isles Dr. Kirkam Dr. Intersection SPWFB (Red) 4 Emerald Isles Dr. Lenore Dr. Intersection SPWFB (Red) 5 Fairmont Ave. Flower St. Intersection SPWFB (Red)
6 Glenwood Rd. Btwn. Concord St. & Virginia Ave. Mid-Block SPWFB (Red) 7 Honolulu Ave. Orangedale Ave. Intersection SPWFB (Red) 8 Bara Rd. Verdugo Rd. Intersection SPWFB (Yellow & W1-3) 9 Brook Ln. Verdugo Rd. Intersection SPWFB (Yellow & W1-3) 10 Verdugo Rd. Btwn. Fern Ln. & Glorietta Ave. Mid-Block SPWFB (Yellow & W1-3) 11 Oakwood Ave. Verdugo Rd. Intersection SPWFB (Yellow & W1-3) 12 Verdugo Rd. Btwn.Canada Blvd. & Sparr Blvd. Mid-Block SPWFB (Yellow & W1-3) 13 Alpha Rd. Verdugo Rd. Intersection SPWFB (Yellow & W1-3) 14 Linda Vista Rd. Btwn. Buckingham Rd. & Figueroa St. Mid-Block SPWFB (Yellow & W1-3) 15 Future Location

Summary Notes
SPWFB: 14 SPWFB- Solar-Powered Wireless Flashing
Beacon

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Traffic-Related Electrical Devices Maintenance Program

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INVENTORY OF PERMANENT SPEED RADAR SIGNS

Location No. Street Cross Streets/Segments Segment Type Crosswalk Type
1 Glendale Ave. Btwn. Cypress St. & Madison Way. Mid-Block NB HW 2 Glendale Ave. Btwn. Cypress St. & Palmer Ave. Mid-Block SB HW 3 Canada Blvd. Btwn. Colina Dr. & Parking Lot #34 Dwy. Mid-Block NB HW 4 Canada Blvd. Btwn. Colina Dr. & Parking Lot #34 Dwy. Mid-Block SB HW 5 Glenoaks Blvd Mt. Carmel. Dr. Intersection EB HW
6 Glenoaks Blvd Btwn. Mt. Carmel. Dr. & Waltonia Dr. Mid-Block WB HW 7 Glenoaks Blvd Btwn. Edward Pl. & Sleepy Hollow Dr. Mid-Block EB HW 8 Glenoaks Blvd Btwn. Edward Pl. & Sleepy Hollow Dr. Mid-Block WB HW 9 Adams St. Btwn. Cornell Dr. & Yale Dr. Mid-Block NB SP 10 Adams St. Btwn. Cornell Dr. & Yale Dr. Mid-Block SB SP 11 Chevy Chase Dr. Acorn Pl. Intersection EB SP
12 Chevy Chase Dr. Acorn Pl. Intersection WB SP
13 Highland Ave Btw Olmsted Dr & Glenwood Rd Mid-Block NB SP 14 Highland Ave Btw Olmsted Dr & Glenwood Rd Mid-Block SB SP 15 Pacific Ave Salem St Intersection NB SP
16 Pacific Ave Salem St Intersection SB SP
17 Verdugo Rd Hillside Dr Intersection NB SP
18 Verdugo Rd Btw Fern Ln & El Rito Ave Mid-Block NB SP 19 Verdugo Rd Del Valle Ave Intersection SB SP
20 Verdugo Rd Btw Alpha Rd & Los Encinos Ave Mid-Block SB SP 21 Verdugo Rd Btw Alpha Rd & Los Encinos Ave Mid-Block NB SP 22 Verdugo Rd Btw Menlo Dr & Sparr Blvd Mid-Block SB SP 23 Future Location

Summary Notes

HW Hard-Wired: 12 Btwn.- Between
SP Solar Powered: HW- Hard-Wired
SP- Solar Powered (TrafficLogix w/mobille)

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DocuSign Envelope ID: 5ADFE7D0-640E-40B4-809D-CB241DE36A1D Yunex LLC. Traffic-Related Electrical Devices Maintenance Program Professional Services Agreement

Exhibit B: Fee Schedule/Hourly Rate

I. Base Fee Schedule for Routine Preventive Maintenance

Please provide a monthly base fee for routine preventive maintenance as described in the Scope of Service. The monthly base fee shall consider the cost of labor, parts and material, equipment, tools, vehicles, overhead, and all other expenses needed to perform the routine preventive Maintenance Program, provide a monthly base fee for this service.

Monthly base fee for each signalized intersection $_88.50 Monthly base fee for each hard-wired flashing beacon location $_4 _3 _. 00 Monthly base fee for each solar-powered wireless flashing beacon location $ _4 _4 _. 00 Monthly base fee for each in-roadway warning light system location $ _6 _3 _. 00 Monthly base fee for solar-powered wireless flashing beacon sign enhancement $_16.00 Monthly base fee for permanent speed radar signs $_4_4 . 00 II. Fee Schedule for Extraordinary Maintenance

Provide fee schedule for labor, services, and equipment. With the exception of pole or cabinet knockdowns and other emergency situation, extraordinary maintenance requires prior written approval from the City before any work is scheduled. The Contractor shall prepare estimates showing the cost breakdown of material and labor for the services and submit this information to the City. The City reserves the right to obtain price quotes from more than one contractor to conduct extraordinary maintenance services.

A. Labor Fee Schedule:

Classification/Duties Hourly Straight Time Hourly Ovetime Traffic Signal Foreman $153.00 $194.00
Duties: _Lead technician/electrician._Responsible for
_overseeing project assigned field personnel.

Hourly
Premium
$235.00

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Duties: Responsible for responding to all call-outs and making required repairs to the traffic signal system and all fiber optic communications.

Hourly
Premium
$217.00

Hourly
Premium
$180.00

Duties: _Preventative Maintenance.

Duties: _Digging, Trenching, e_tc. under Supervision
_of Foreman.

Hourly
Premium
$158.00

Classification/Duties Hourly Straight Time Hourly Ovetime Duties:

Classification/Duties Hourly Straight Time Hourly Ovetime

Classification/Duties Hourly Straight Time Hourly Ovetime Transportation Systems Electrician $144.00 $180.00

Classification/Duties Hourly Straight Time Hourly Ovetime Transportation Systems Technician $126.00 $153.00

Classification/Duties Hourly Straight Time Hourly Ovetime Traffic Signal Groundsman $109.00 $158.00

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Regular, Overtime, and Premium time explanation:
- Regular Hours are Monday through Friday (excluding holidays) from 6:00am to 6:00pm.

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- Overtime Hours are Monday through Friday after these work hours for the first four straight hours on any job as well as Saturday for the initial 8 working hours.
- Premium Hours are Monday through Friday after four hours of OT on any one job, Saturdays after 8 hours on any one job, all day

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Sunday starting at 12:00am until Monday at 7:30am and all holidays starting at 12:00am until the next morning at 7:30am.

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B. Service fee schedule:

1. Cabinet and controller laboratory testing & certification

$1,055.00

per Item

2. USA marking $ 225.00 per Loc.

3. Furnish and Install 6’-diameter inductive loop detector:

Quantity Price Each
1 to 4 $ 785.00
5 to 12 $ 610.00
13 to 20 $ 610.00
20 or more $ 610.00

4. Furnish and Install 12” LED green ball:

Quantity

Price Each
1 to 10 $105.00
10 to 25 $_100.0 0
25 to 45 $ 95.00
45 to 70 $ 90.00
70 to 100 $ 86.00
100 or more $ 86.00

5. Furnish and Install 12” LED red ball:

Quantity

Price Each
1 to 10 $ 105.00
10 to 25 $ 100.00
25 to 45 $ 95.00
45 to 70 $ 90.00
70 to 100 $ 86.00
100 or more $ 86.00

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DocuSign Envelope ID: 5ADFE7D0-640E-40B4-809D-CB241DE36A1D Yunex LLC. Traffic-Related Electrical Devices Maintenance Program Professional Services Agreement

City of Glendale TRAFFIC-RELATED ELECTRICAL DEVICES MAINTENANCE PROGRAM

6. Furnish and Install 12” LED yellow ball:

Quantity Price Each
1 to 10 $ 105.00
10 to 25 $ 100.00
25 to 45 $ 95.00
45 to 70 $ 90.00
70 to 100 $ 86.00
100 or more $ 86.00

7. Install Traffic Signal Pole Foundation per latest Caltrans Standard Plans:

Type Price Each
1A $ 2,400.00
15TS $ 3,100.00
21TS $ 9,650.00
(16/17/18/19)-3-100 $ _9_, 6_50.00
(24/26)-4-100 $ 10,100.00
28/29-5-100 $10,625.00

8. LED pedestrian signal module: $ 210.00

9. Pedestrian Push Button (PPB): $ 102.00
per module
per button

10. Accessible Pedestrian Signals (APS) $1,240.00 per button

11. Traffic signal backplate: $ 275.00 per backplate

12. Fiber optic cable installation: $ 2.05 per foot

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DocuSign Envelope ID: 5ADFE7D0-640E-40B4-809D-CB241DE36A1D Yunex LLC. Traffic-Related Electrical Devices Maintenance Program Professional Services Agreement

C. Equipment Fee Schedule:

1. Personnel Vehicle $

2. Pickup Truck $

10.00 per hour

28.00 per hour

3. Bucket Truck, specify height: 35'

4. Bucket Truck, specify height: 40'
$ 32.00 per hour
$ 32.00 per hour

5. Bucket Truck, specify height: 45' $ 32.00 per hour

6. Bucket Truck, specify height: _60'+

7. Other: _Crane Truck
$ 65.00 per hour
$ 65.00 per hour

8. _Service Truck $ 32.00 per hour

9. _Dump Truck $ 32.00 per hour

10. _Compressor with tools $ 5.00 per hour

11. _Arrowboard $ 5.00 per hour

Any equipment not listed will be charged per current Caltrans equipment rates. The City will pay a maximum travel time of one hour in each direction for emergency extraordinary maintenance during non-working hours, weekends, and holidays.

III. IV. Material Cost Mark-up
Provide proposed mark-up percentage of invoiced price for cost of material. Proposed mark- up = 15 %
IV. V. Annual Fee Adjustment
At the end of the of each one -year period, the City will allow the fee for routine preventive and extraordinary maintenance services to be adjusted. The annual percentage adjustment fee shall be subject to change in accordance with the Consumer Price Index, Los Angeles County, as published by the U.S. Department of Labor.

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EXHIBIT C-

INSURANCE REQUIREMENTS

PROFESSIONAL SERVICES AGREEMENT
Yunex LLC.

Traffic-Related Electrical Devices Maintenance Program
Professional Services Agreement

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“PROFESSIONAL LIABILITY” INSURANCE

1.1 Without limiting CONSULTANT’s liability and at its sole expense, CONSULTANT shall obtain, pay for, and maintain a Professional Liability insurance policy.

1.2 The Professional Liability policy must:
(A) Include “errors and omissions” coverage or “malpractice” coverage; (B) Afford “practice specific” or “project specific” coverage;

(C) Provide limits of liability in an amount not less than:
(1) ONE MILLION DOLLARS ($1,000,000) per claim; and
(2) TWO MILLION DOLLARS ($2,000,000) in the aggregate;

(D) Cover a claim or claims arising out of the performance of professional services by:
(1) CONSULTANT;
(2) CONSULTANT’s Subconsultant(s);
(3) Anyone whom CONSULTANT or its Subconsultant(s) directly or indirectly employs or uses; or (4) Anyone whose acts CONSULTANT or its Subconsultant(s) may be liable; and (E) Provide coverage for:
(1) The duration of this Agreement; and
(2) At least three (3) years after the Project’s completion:
(a) CONSULTANT shall obtain, pay for, and maintain an endorsement that adds an “extended reporting period” (“ERP”) or a “discovery” feature — to allow CITY to report a claim — for a period of not less than three (3) years following the initial policy’s expiration, or following CITY’s recordation of its “notice of completion” for the Project, whichever date is later. The endorsement for the ERP or discovery feature must provide identical policy limits, and meet the conditions, described in subparagraphs 1.2 (A) through (D) above; or (b) CONSULTANT shall obtain, pay for, and maintain successive renewal or replacement policies (with “prior acts” coverage), for a period of three (3) years following the initial policy’s expiration, or following CITY’s recordation of its “notice of completion” for the Project, whichever date is later. Each policy must have a “retroactive date” that coincides with, or is earlier than, this Agreement’s Effective Date. Additionally, each policy must provide identical policy limits, and meet the conditions, described in subparagraphs 1.2 (A) through (D) above.

1.3 All ERP or discovery endorsements, renewal policies, and replacement coverage policies are subject to CITY’s review and approval, in its sole discretion.

1.4 CONSULTANT shall pay the full amount of all deductibles and any self-insured retention per claim for coverage under the Professional Liability insurance policy.

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EXHIBIT C-

INSURANCE REQUIREMENTS

PROFESSIONAL SERVICES AGREEMENT
Yunex LLC.

Traffic-Related Electrical Devices Maintenance Program
Professional Services Agreement

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“WORKERS’ COMPENSATION” INSURANCE

1.1 At its own expense, CONSULTANT shall obtain, pay for, and maintain— and shall require each of its Subconsultants to obtain and maintain— for the duration of this Agreement:

(A) Complete Workers’ Compensation insurance, meeting or exceeding the coverages and amounts that California law requires; and
(B) Employer’s Liability insurance in an amount not less than:
(1) ONE MILLION DOLLARS ($1,000,000) per accident for bodily injury or disease;

(2) ONE MILLION DOLLARS ($1,000,000) per employee for bodily injury or disease; and

(3) ONE MILLION DOLLARS ($1,000,000) policy limit.

1.2 CONSULTANT shall provide CITY with a “certificate of insurance” and a subrogation endorsement, “Waiver of Our Right to Recover From Others”— on forms satisfactory to the City Attorney or City’s Risk Manager, and signed by the insurance carrier or its authorized representative— which fully meet the requirements of, and contain provisions entirely consistent with, this Agreement’s workers’ compensation insurance requirements.

1.3 CITY shall not be liable to CONSULTANT’s personnel, or anyone CONSULTANT directly or indirectly employs or uses, for a claim at law or in equity arising out of CONSULTANT’s failure to comply with this Agreement’s workers’ compensation ins urance requirements.

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EXHIBIT C-

INSURANCE REQUIREMENTS

PROFESSIONAL SERVICES AGREEMENT
Yunex LLC.

Traffic-Related Electrical Devices Maintenance Program
Professional Services Agreement

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“COMMERCIAL GENERAL LIABILITY” OR “BUSINESSOWNERS LIABILITY” INSURANCE

1.1 At its own expense, CONSULTANT shall obtain, pay for, and maintain — and shall require each of its Subconsultants to obtain and maintain — a “Commercial General Liability” or a “Businessowners Liability” insurance policy on an occurrence basis to fully protect CONSULTANT and CITY from claims and suits for bodily injury, personal and advertising injury, property damage, and medical payments. The policy must add the City of Glendale and its officers, agents, employees, and representatives (collectively, “CITY AND ITS REPRESENTATIVES”) as additional insureds.

1.2 Coverage afforded to CITY AND ITS REPRESENTATIVES must be at least as broad as that afforded to CONSULTANT. If CONSULTANT has higher limits than the limits specified in these insurance requirements, or has additional broader coverage, or has both, the insurer shall make available the higher limits and broader coverage to CITY AND ITS REPRESENTATIVES.

The insurance must be written for the limits of liability specified below:

(A) ONE MILLION DOLLARS ($1,000,000) per occurrence, or the full per occurrence limits of the policy― whichever limit is greater― for bodily injury (including accidental death) to any one person;

(B) ONEMILLION DOLLARS($1,000,000) per occurrence, or the full per occurrence limits of the policy― whichever limit is greater― for personal and advertising injury to any one person; (C) ONE MILLION DOLLARS ($1,000,000) per occurrence, or the full per occurrence limits of the policy― whichever limit is greater― for property damage; and

(D) TWO MILLION DOLLARS ($2,000,000) general aggregate limit, or the full aggregate limits of the policy― whichever limit is greater.

1.3 The liability insurance must include all major divisions of coverage and must cover:

(A) Premises Operations (including Explosion, Collapse, and Underground [“X,C,U”] coverages as applicable); (B) Independent Contractors’ Protective Liability;
(C) Products and Completed Operations (maintain same limits as above until five (5) years after: recordation of the Notice of Completion or final close-out of the Agreement);

(D) Personal and Advertising Injury (with Employer’s Liability Exclusion deleted); (E) Contractual Liability; and

(F) Broad Form Property Damage.

1.4 CONSULTANT shall provide CITY with a “certificate of insurance” and an “additional insured endorsement”— on forms satisfactory to the City Attorney or City’s Risk Manager, and signed by the insurance carrier or its authorized representative — which fully meet the requirements of, and contain provisions entirely consistent with, all of the Insurance Requirements.

1.5 The “certificate of insurance” and an “additional insured endorsement” must state:
“The City of Glendale, and its officers, agents, employees, and representatives are included as additional insureds under the policy(s). This insurance is primary to all other insurance of the City. The City’s insurance, or self -insurance, or both, will apply in excess of— and will not contribute with— this insurance. This insurance applies separately to each insured or additional insured who is seeking coverage, or against whom a claim is made or a suit is brought. The issuing company shall mail thirty (30) days advance notice to the City for any policy cancellation, termination, non -renewal, or reduction in coverage.”

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EXHIBIT C-

INSURANCE REQUIREMENTS

PROFESSIONAL SERVICES AGREEMENT
Yunex LLC.

Traffic-Related Electrical Devices Maintenance Program
Professional Services Agreement

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“BUSINESS AUTOMOBILE” LIABILITY INSURANCE

1.1 At its own expense, CONSULTANT shall obtain, pay for, and maintain — and shall require each of its Subconsultants to obtain and maintain — a “Business Automobile” insurance policy on an occurrence basis to fully protect CONSULTANT and CITY from claims and suits for bodily injury, property damage, and medical payments. The policy must add the City of Glendale and its officers, agents, employees, and representatives as additional insureds.

1.2 The insurance must not be written for less than the limits of liability specified below or required by law, whichever coverage amount is greater:

(A) ONE MILLION DOLLARS ($1,000,000) per occurrence for bodily injury (including accidental death) to any one person; and

(B) ONE MILLION DOLLARS ($1,000,000) per occurrence for property damage; or

1.3 The liability insurance must include all major divisions of coverage and must cover all vehicles, whether rented, leased, hired, scheduled, owned or non-owned.

1.5 The “certificate of insurance” and an “additional insured endorsement” must state:

“The City of Glendale, and its officers, agents, employees, and representatives are included as additional insureds under the policy(s). This insurance is primary to all other insurance of the City. The City’s insurance, or self -insurance, or both, will apply in excess of— and will not contribute with— this insurance. This insurance applies separately to each insured or additional insured who is seeking coverage, or against whom a claim is made or a suit is brought. The issuing company shall mail thirty (30) days advance notice to the City for any policy cancellation, termination, non -renewal, or reduction in coverage.”

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EXHIBIT C-

INSURANCE REQUIREMENTS

PROFESSIONAL SERVICES AGREEMENT
Yunex LLC.

Traffic-Related Electrical Devices Maintenance Program
Professional Services Agreement

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GENERAL REQUIREMENTS

1.1 At all times, the insurance company issuing the policy must meet all three of these requirements:
(A) It must be “admitted” insurer by the State of California Department of Insurance or must be listed on the California Department of Insurance’s “List of Approved Surplus Line Insurers” (“LASLI”); (B) It must be domiciled within, and organized under the laws of, a State of the United States; and (C) It must carry a minimum A.M. Best Company Financial Strength Rating of “A:VII,” or better.

1.2 If the Agreement requires any of the foregoing insurance coverages to remain in force after the Final Payment, and if they are reasonably available, CONSULTANT shall submit to CITY— with the final Application for Payment— all certificates and additional insured endorsements evidencing the coverages’ continuation.

1.3 A deductible or self -insured retention is subject to CITY’s review and approval, in its sole discretion. The insurance company or its authorized representative must state either on the insurance certificate or in a separate correspondence:

(A) The amount of the deductible, or self-insured retention, or both; (B) Whether a limit of insurance has been lowered by any pending or paid claim; and (C) The current limit amount, as lowered by the pending or paid claim.

1.4 Despite any conflicting or contrary provision in CONSULTANT’s insurance policy:
(A) If CONSULTANT’s insurance company adds CITY, and its officers, agents, employees, and representatives (collectively, “its representatives”) as additional insureds, then for all acts, errors, or omissions of CITY, or its representatives, or both, that insurer shall:
(1) Pay those sums that CITY, or its representatives, or both, become legally obligated to pay as damages; and
(2) Defend— and pay the costs of defending— CITY, or its representatives, or both; (B) CONSULTANT’s insurance is primary;
(C) Other insurance (whether primary, excess, contingent or self-insurance, or any other basis) available to CITY, or its representatives, or both, is excess over CONSULTANT’s insurance;

(D) CITY’s insurance, or self-insurance, or both, will not contribute with CONSULTANT’s insurance policy;

(E) CONSULTANT and CONSULTANT’s insurance company waive — and shall not exercise — any right of recovery or subrogation that CONSULTANT or the insurer may have against CITY, or its representatives, or both;
(F) CONSULTANT’s insurance policy applies separately to each insured or additional insured who is seeking coverage, or against whom a claim is made or suit is brought, except that the naming of multiple insureds will not increase an insurance company’s limits of liability;

(G) CONSULTANT’s insurance policy applies to a claim or suit brought by an additional insured against a Named Insured or other insured, arising out of bodily injury, personal injury, advertising injury, or property damage; and (H) CITY is not liable for a premium payment or another expense under CONSULTANT’s policy.

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DocuSign Envelope ID: 5ADFE7D0-640E-40B4-809D-CB241DE36A1D Yunex LLC.

Traffic-Related Electrical Devices Maintenance Program
Professional Services Agreement

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1.5 At any time during the duration of this Agreement, CITY may do any one or more of the following:
(A) Review this Agreement’s insurance coverage requirements; or

(B) Require that CONSULTANT:
(1) Obtain, pay for, and maintain more or less insurance depending on CITY’s assessment of any one or more of the following factors:
(a) CITY’s risk of liability or exposure arising out of, or in any way connected with, the services of CONSULTANT under this Agreement;
(b) The nature or number of accidents, claims, or lawsuits arising out of, or in any way connected with, the services of CONSULTANT under this Agreement; or (c) The availability, or affordability, or both, of increased liability insurance coverage; (2) Reduce or eliminate a deductible or self-insured retention as it applies to CITY; or (3) Obtain, pay for, and maintain a bond (as a replacement for an insurance coverage) from a California corporate surety, guaranteeing payment to CITY for liability, or costs, or both, that CITY incurs during CITY’s investigation, administration, or defense of a claim or a suit arising out of this Agreement.

1.6 CONSULTANT shall maintain the insurance policy without interruption, from the Project’s commencement date to the Final Payment date, or until a date that CITY specifies for any coverage that CONSULTANT must maintain after the Final Payment.

1.7 CONSULTANT’s insurance company or self -insurance administrator shall mail CITY written notice at least thirty (30) days in advance of the policy’s or the self-insurance program’s cancellation, termination, non-renewal, or reduction in coverage.

1.8 CONSULTANT shall not allow any insurance to expire, cancel, terminate, lapse, or non-renew. Twenty-one (21) days before its insurance policy’s expiration, cancellation, termination, or non -renewal, CONSULTANT shall deliver to CITY evidence of the required coverage as proof that CONSULTANT’s insurance policy has been renewed or replaced with another insurance policy whic h, during the duration of this Agreement, meets all of this Agreement’s insurance requirements.

1.9 At any time, upon CITY’s request, CONSULTANT shall furnish satisfactory proof of each type of insurance coverage required— including a certified copy of the insurance policy or policies; certificates, endorsements, renewals, or replacements; and documents comprising CONSULTANT’s self-insurance program— all in a form and content acceptable to the City Attorney or City’s Risk Manager.

1.10 If CONSULTANT hires, employs, or uses a Subconsultant to perform work, services, operations, or activities on CONSULTANT’s behalf, CONSULTANT shall ensure that the Subconsultant:

(A) Meets, and fully complies with, this Agreement’s insurance requirements;

(B) Delivers to CITY— for its review, or approval, or both— all insurance policies, certificates, and endorsements that this Agreement requires; and
(C) Furnishes CITY, at any time upon its request, with a complete copy of the Subconsultant’s insurance policy or policies for CITY’s review, or approval, or both.

1.11 CONSULTANT’s failure to comply with an insurance provision in this Agreement constitutes a breach upon which CITY may immediately terminate or suspend CONSULTANT’s performance of this Agreement, or invoke another remedy that this Agreement or the law allows. At its discretion, CITY may obtain or renew the insurance, and CITY may pay all or part of the premiums. Upon demand, CONSULTANT shall repay CITY for all sums or monies that CITY paid to obtain, renew, or reinstate the insurance, or CI TY may offset the cost of the premium against any sums or monies that CITY may owe CONSULTANT.

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DocuSign Envelope ID: 5ADFE7D0-640E-40B4-809D-CB241DE36A1D Yunex LLC.

Traffic-Related Electrical Devices Maintenance Program
Professional Services Agreement

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EXHIBIT C-

INSURANCE REQUIREMENTS

PROFESSIONAL SERVICES AGREEMENT

CONSULTANT’S SUBMITTAL OF CERTIFICATES AND ENDORSEMENTS

1.1 CONSULTANT shall have its insurance carrier(s) or self-insurance administrator(s) complete and execute the following insurance documents, unless an exception below applies. When CONSULTANT signs and delivers the Agreement to CITY, CONSULTANT also shall deliver:

(A) A “certificate of insurance” for each required liability insurance coverage; (B) An additional insured endorsement for Commercial General Liability coverage or Businessowners Liability coverage and Automobile Liability coverage, unless this Agreement does not require CONSULTANT to obtain and maintain Commercial General Liability coverage, Businessowners Liability coverage, or Automobile Liability coverage;

(C) A “certificate of insurance” for Workers’ Compensation insurance; or If CONSULTANT is self-insured for workers’ compensation, a copy of the “Certificate of Consent to Self- insure” from the State of California; or
If CONSULTANT is lawfully exempt from workers’ compensation laws, an “Affirmation of Exemption from Labor Code §3700” form;

(D) A subrogation endorsement, “Waiver of Our Right to Recover From Others,” for Workers’ Compensation coverage; and

(E) A complete copy of CONSULTANT’s Professional Liability insurance policy, including all forms and endorsements attached to it.

1.2 CITY will neither sign this Agreement nor issue a “Notice to Proceed” until the City Attorney or City’s Risk Manager has reviewed and approved the insurance documents. CITY’s decision as to the acceptability of all insurance documents is final. Unless CONSULTANT obtains CITY’s written approval, CITY will not permit or allow a substitution of an insurance policy, or a change in a certificate’s or an endorsement’s form and content, or both.

INSURANCE OBLIGATION IS SEPARATE FROM INDEMNITY OBLIGATION

2.1 This Agreement’s insurance provisions:
(A) Are separate and independent from the indemnification and defense provisions in Article 12 of the Agreement; and

(B) Do not limit, in any way, the applicability, scope, or obligations of the indemnification and defense provisions in Article 12 of the Agreement.

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ITEM # 13

CITY OF MONTEBELLO

CITY COUNCIL AGENDA STAFF REPORT

TO: Honorable Mayor and City Council Members

FROM: Raul Alvarez, City Manager

BY: Cesar Roldan, Director

SUBJECT: APPROVE ISSUING REQUEST FOR PROPOSALS (RFP 24-11) FOR

CITYWIDE ELEVATOR MAINTENANCE SERVICES

DATE: February 14, 2024

RECOMMENDATION(S):

It is recommended that the City Council:

1. Authorize issuing a Request for Proposals (RFP 24-11) for citywide elevator maintenance services; and

2. Take whatever additional actions are necessary and required.

FISCAL IMPACT:

At this time, there is no fiscal impact associated with issuing a Request for Proposals (RFP) for citywide elevator maintenance services (Attachment A). Once proposals are submitted and evaluated, staff will return for award of an agreement at a future City Council meeting. Appropriations are available for this service in the Fiscal Year 2023-24 budget since these services are currently provided. Depending on the final agreement awarded, Staff will recommend a budget amendment should service costs vary from current expenses. The FY 2024-25 budget will incorporate the annual expenses based on the new agreement.

BACKGROUND/DISCUSSION:

The purpose of RFP 24-11 (Attachment A) is to solicit proposals from qualified vendors to provide full-service elevator maintenance and repairs in City facilities. Elevator services are a very important function of the City’s compliance with the Americans with Disabilities Act (ADA) guidelines and objectives. A formal RFP is required to solicit responses for this specific service. The RFP focuses on quality and consistency of services by requiring a minimum level of staffing, a minimum level of management, and a minimum cost for material and supplies to help contractors bid the job accurately. RFP 24-11 (Attachment A) will be published via Planetbids.com and other regularly used publications in order to solicit proposals from qualified vendors.

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CITY COUNCIL AGENDA REPORT - MEETING OF FEBRUARY 14, 2024

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The following is a tentative schedule:

RFP ISSUED February 15,
2024
MANDATORY JOB WALK MEETING: 9:00 AM March 5, 2024
REQUEST FOR INFORMATION DEADLINE: 11:00 AM March 13, 2024 RELEASE OF INFORMATION REQUESTED: 5:00 PM March 18, 2024 PROPOSAL DUE DATE/SUBMISSION DEADLINE: 11:00 AM March 21, 2024 TENTATIVE CITY COUNCIL AWARD DATE April 9, 2024
TENTATIVE NOTICE TO PROCEED START DATE April 29, 2024

Contractors will be required to examine carefully the elevator sites, proposal and contract forms for the work contemplated. The term of the contract will be for a 5-year period. The RFP is subject to prevailing wage requirements pursuant to State law. Once proposals are submitted, reviewed and scored, staff will return to the City Council with a recommendation to award.

ENVIRONMENTAL:

N/A

ANALYSIS:

N/A

SUMMARY:

Staff recommends that the City Council authorize issuing RFP 24-11 for citywide elevator maintenance services. Upon City Council approval, staff will proceed with the recommended actions.

ATTACHMENT(S)

1. Attachment A - RFP No. 24-11

NEXT STEPS:

N/A

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1 CITY OF MONTEBELLO
Request for Proposals

RFP No. 24-11
Citywide Repairs and Maintenance of Elevator
Systems at Various Facilities

Release Date: Thursday, February 15, 2024

Mandatory Site Walk: Tuesday, March 5, 2024, at 9 a.m. PDT

Online Q&A Deadline: Wednesday, March 13, 2024, at 11 a.m. PDT

Due Date: Thursday, March 21, 2024, at 11 a.m.

ATTACHMENT A

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2 (THIS PAGE INTENTIONALLY LEFT BLANK)

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3 TO PROSPECTIVE PROPOSERS
The City of Montebello (“City”) invites Bid submissions under this Request for Proposal (“RFP”). The City will evaluate responses to this solicitation to determine qualificat ions.

Submissions must adhe re to the format and content described. Only proposals that adhere to the requirements will be evaluated. The information set forth is the minimum required to qualify for consideration. The successful Bidder will be required to enter into a Professional Services Agreement based on the specifications outlined in this RFP.

DATE OF SOLICITATION
February 15, 2024

PROJECT
Citywide Repairs and Maintenance of Elevator Systems at Various Facilities

PROPOSAL OWNER/CONTACT
City of Montebello
Department of Public Works
1600 West Beverly Boulevard
Montebello, CA 90640
Attn: James Coiner, Deputy Director of Public Works
Contact Phone: (323) 887-1200 ext. 1378
Contact E-Mail: [email protected]

Any questions about this RF P should be submitted via the City's PlanetBids Portal by Wednesday, March 13 , 202 4, at 11 a.m . Prospective contractors must register their business with PlanetBids before being able to view or submit a response. To access the City's PlanetBids Portal, please go to:

https://www.montebelloca.gov/cms/one.aspx?portalId=58756&pageId=84839

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4 Table of Contents Page

1.0 Notice Inviting Proposals 5

2.0 Introduction/About the City of Montebello 6

3.0 Timeline 6

4.0 Purpose 6

5.0 Term of Service and Contract 7

6.0 Scope of Work 7-13

7.0 Mandatory Site Visit 13-14

8.0 Proposal Submittal 14-15

9.0 Evaluation of Proposal 15-16

10.0 Protests Procedures 16-17

11.0 Execution of Agreement 18

12.0 Insurance 18

13.0 Use of Federal Funds 20-21

14.0 Non-Commitment of City 21

15.0 Labor Requirements / Prevailing Wages 21-22

16.0 Records 22

17.0 Subcontractors 22-23

18.0 Modifications/Changes 23

19.0 Disclosure of Information 23

20.0 Ex-Parte Communications 23

21.0 City of Montebello Rights 23-24

Appendix A- Bidder Information
Appendix B- Project Approach
Appendix C- Cost Proposal
Appendix D- As Needed Services
Appendix E- References
Appendix F- Required Federal Contract Provisions
Appendix G- Sample Professional Services Agreement

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5 1.0 Notice Inviting Proposals
Under invitation for Proposal s (“RFP”), the City of Montebello on behalf of it s Public Works Department is soliciting Proposals f rom suitably qualified Elevator Serv ice Contractors to perform Maintenance and R epairs of the City ’s Elevators at all City facilities. The City requires a well -managed and financially sound firm with demonstrated skills and technical ability - and a high level of customer service and satisfaction to perform the Services to fulfill the requirements out lined in RFP 24-11.

Services performed in relation to this request must follow the specifications, terms, and conditions identified in Request for Proposal (RFP) No. 24-11. Prospective respondents are advised to carefully read information related to thi s solicitation before submitting a response.

To view the complete RFP package, please visit:

https://www.montebelloca.gov/cms/one.aspx?portalId=58756&pageId=84839

Prospective bidders must register with PlanetBids before being able to view or submit a response.

On Tuesday, March 5, 2024, 9 a.m. PDT, prospective proposers are invited to attend a site walk . This site walk is man datory to ensure that all proposers receive the same information. Please see Section 7.0 for details.

Questions must be submitted by Wednesday, March 13, 2024, at 11 a.m.

*****QUESTIONS MUST BE SUBMITTED VIA PLANETBIDS*****

Proposals must be submitted via PlanetBids by Thursday, March 21, 2024, at 11 a.m.

Responses to this RFP will be evaluated to determine the Contractor that is the most qualified and responsive to the requirements. Responses must adhere to the format and content described in the RFP.

Any contract entered pursuant to this notice will incorporate the provisions of the State Labor Code. Compliance with the prevailing rates of wages and apprenticeship employment standards established by the State Director of Industrial Relations will be required.

Affirmative action to ensure against discrimination in employment practices on the basis of race, color, national origin, ancestry, sec, or religion will also be required.

The AGENCY hereby affirmatively ensures that minority business enterprises will be

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6 afforded full opportunity to submit bids in response to this notice and will not be discriminated against on the basis of race, color, national origin, ancestry, sex, or religion in any consideration leading to the award of contract.

The successful Contractor and his subcontractors will be required to possess business licenses from the City.

The AGENCY reserves the right to accept or reject any or all proposals, to waive any irregularity in a proposal and to make an award as may serve the interests of the City.

2.0 Introduction
The City of Montebello (City) is seeking propo sals from highly qualified contractors to provide elevator maintenance and testing services for eight (8) building elevators located in various city buildings.

About the City of Montebello
Montebello ("beautiful m ountain" in S panish and Italian) is a city in the County of Los Angeles. Fo unded in 1899 and incor porated in 1 920, the City is an 8.37 square mile General Law City l ocated east of Downtown Los Angeles. Curren tly, t he City has a population of a pproximately 63,000 residents. It hosts a mix of various industries that represent the business diversity of the County of Los Angeles. It is a full -service City that provides a long list of services, employing approximately 600 full-time and part-time employees in public safety, transit, and non-safety functions.

3.0 Timeline
• Release RFP Monday, February 15, 2024
• Mandatory Site Visit Tuesday, March 5, 2024, at 9 a.m. • Online Q&A Deadline Wednesday, March 13, 2024, at 11 a.m. • Deadline to Submit Responses Thursday, March 21, 2024, at 11 a.m. • City Review of Submissions April 2024
• Notifications Sent to Contractors April 2024
• Award April/May 2024

4.0 Purpose
The Ci ty seeks a highly qualified vendor and/or contractor that will be required to provide on-call repairs and regular maintenance of the City ’s elevators, as described in the Scope of Work/Services section below. As part of the pro ject, the City is looking for a capable bidder(s) who can work collaboratively with local staff.

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7 5.0 Term of Service and Contract
The service described in this RFP is for a per iod of three (3) years from the effe ctive date, unless terminated e arlier. The agreement may be extended for up to two (2) additional years upon such terms and conditions mutually agreed upon by the Parties in writing.

6.0 Scope of Work/Services
The City of Montebello, herein a fter referred to as “City” desires a contractor to provide the following services:

• Furnish all labor, pa rts, tools, materials, appliances, supplies, permits, travel, equipment, and any incidentals necessary to perform routine (monthly, semi - annual, and annual) inspections and preventative maintenance, and non -routine elevator service and repairs. A total of eight (8) building elevators located in various city buildings (Senior Citizens Center, Reggie Rodriguez Community Center, Transportation Department Bu ilding, Police Department Building, and Quiet Cannon Building). The maintenance work described in these Specifications shall be performed as a continuous and c onstant program throughout the contract. Any additional work not described in these specifications shall be performed by the contractor upon written notice from, and at the expense of, the City of M ontebello, after the contractor provides a written estimate for the additional repairs or maintenance.

Scheduled Preventative Maintenance Service

Requirements Vendor shall perform at a minimum the following services:
• Vendor shall perform all maintenance in conformance with Title 8, Chapter 4, Subchapter 6 of the California Code of Regulations.
• Vendor shall detail the frequency of scheduled visits and the items covered in each visit.
• Inspect the elevator equipment for proper operation. Inspect, lubricate and adjust the following: control and landing position systems, signal fixtures, motors, governors, drives, sheaves, cables, power units, pumps, valves, jacks, doors, door protection equipment, counterweights, cab frames, platforms, electronics, lighting, and other pertinent equipment.
• Test emergency communications systems.
• All equipment shall be lubricated for smooth and efficient performance. • Adjust as necessary to maximize performance and ensure user safety. • All work described shall be performe d by a qualified journey level elevator service mechanic. The qualified journey level elevator service mechanic shall possess both mechanical knowledge and adjustor’s experience.

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8 • Contractor shall provide a written schedule to Deputy Director, which shall be approved by the Deputy Director within 10 working days of execu tion of the contract. The schedule s hall include dates for monthly inspections and preventative maintenance (PM), as well as semi -annual and annual inspections, and safety tests. Any changes to the schedule shall be submitted in writing to Deputy Director within five (5) working days of any approved scheduled maintenance date. Contractor should visit job at least once a month. • Contractor shall design the schedule to conform to the manufacturer's recommended practices for the elevator and associated equipme nt being maintained and shall includ e the type of frequency of service and lubrication proposed by Contractor for the duration of the Agreement. • Contractor shall perform all inspections, lub rications, adjustments, tests, cleaning, routine repairs, and other regular and PM activities in accordance with the schedule submitted by Contractor, which shall conform to the manufacturer's maintenance guidelines and specifications.
• Contractor shall keep the PM sc hedule on display in the Elevator Hydraulic Room and perform regular maintenance service in accordance therewith. • Contractor shall maintain an accurate and complete log of all inspections and all PM performed. The log shall include a record of all routine and non -routine service requests, describing the nature of all complaints and their resolution. The log shall be kept in the Elevator Hydraulic Room.

Parts and Repair Coverage:

Vendor shall provide full coverage for parts and labor for normal "wear and tear" items.

A detailed list of normal "wear and tear" parts shall be included in the vendor's proposal.

Additionally, the vendor shall include a detailed list of items not covered in normal preventive maintenance service.

Vendor shall maintain a comprehensive parts inventory to support field operations and minimize down-time. All replacement parts used shall be new/approved OEM equivalent.

Scheduling
• Vendor shall service all equipment described herein during normal business working days and hours, which are defined as Monday through Friday 7:30 AM to 4:30 PM (except scheduled holidays). Preventive maintenance activities shall be scheduled in advance and the City shall be given verbal or email notice prior to the service.
• Vendor shall coordinate all annual State testing to maintain active conveyance permit status. The City will contact the fire alarm testing vendor to arrange a time for the test(s). The elevator vendor will be responsible for submitting all required

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9 documentation to the State of California Department of Industrial Relations within a time frame to not delay the City's receipt of a conveyance permit. • Monthly Inspections and PM

1. Contractor shall perform monthly systematic inspections and PM, including but not limited to, adjustments, cleaning, testing, and lubrication of the elevator.

2. Unless otherwise specified, the following work applies to all parts of the elevator, including: machine, motors, generators, brushes, fuses, controller, selectors, microprocessors, circuit boards, computer programs, monitor, gears, thrusts, bearings, brake magnet, coils or brake motors, brake shoes, windings, rotating elements, contacts, coils, resistance for control and motor circuits, magnet frames, leveling devices, car sensors and tapes, car and counterweights roller guides, hoisting cables, governors, governor cable, guide rails and supports, traction sheaves, deflector sheaves, ventilation units, contacts for car doors or gates, car door operating devices and linkages, door gibs, door sensors, push buttons, annunciators, indicators, bulb replacement, car lights, and other elevator signal, scheduling and accessory equipment complete , where included as part of the elevator installation.

3. Contractor shall furnish, repair, clean, and replace all parts made necessary by wear and tear during scheduled monthly PM.

4. Contractor shall schedule and perform monthly “no load” safety inspections on elevators and all equipment. The inspection shall consist of visual and mechanical observations of the car, shaft, electrical, hydraulic and safety systems, including, but not limited to any maintenance, testing, adjusting and re-calibration of the Motion Controls as recommended by the manufacturer.

5. Contractor’s monthly, semi-annual, and annual inspections and PM services shall include examinations of the following items:
a. Car:
i. Bulbs
ii. Leveling
iii. Alarm (communication)
iv. Door operation, photo eyes, safety edges
v. Car enclosure
vi. Stop switch operation
vii. General operation (noises)
b. Pitt:
i. Packing, pit can
ii. Lube lower rails
iii. Stop switch
iv. Limit switch rollers

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10 v. Clean floors
c. Car top:
i. Door drive
ii. Car top inspection operation
iii. Car top light
iv. Lube rails
v. Clean car top
d. Machine room:
i. Controller
ii. Pump
iii. Motor
iv. Hydraulic valve
v. Clean floor
vi. Oil level and condition

6. Contractor shall provide monthly and routine servicin g of equipment as frequently as required for lift maintenance. Time expended on PM shall consist of examination, minor adjustments, cleaning and lubricating the equipment, motor, interlocks and controller, the lubrication of guide rails, the replacement of safety desc ent devices when required and the making of adjustments as necessary at the time of regular examination to maintain lifts in safe operational condition.

7. Contractor shall perform lubrication of the hydraulic elevator in accordance with the following:
a. All lubricants shall be of proper composition, quality, and grade for the purpose used.
b. Guide rails ( when shoe type of guides are used): use medium grease of Nylube rail lube (or equivalent).
c. Door equipment: use medium grease at contact points; change door felts per Installing Elevator Company’s instructions.

8. Contractor shall keep the guide rails clean and properly lubricated. No rail lubrication shall be used when roller type guides are involved. When necessary, Contractor shall renew guide shoe gibs or rollers as required to ensure smooth and quite operation. All reservoirs shall be kept properly sealed to prevent leakage.

9. Contractor shall keep the exteri or of the machinery and any other parts of the equipment subject to rust, properly painted, and presentab le at all times.

10. Elevator Hydraulic Room shall be kept clean at all times.

11. In accordance with the California State Administrative Code for Elevators and Dumbwaiters, Contractor shall maintain the original speed in feet per minute and the origi nal performance time, including acceleration and deceleration, as designed by the installing Elevator Company. Perform the

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11 necessary adjustments as required to mai ntain original door opening time, closing pressures and time and otherwise performing to the Installing Elevator Company published specifications.
▪ Semi-Annual Inspections:
a. Contractor shall check fire service operations and all door gibs, tracks and rollers.
b. Contractor shall examine and equalize tension of all hoisting ropes.
c. Contractor shall rene w all hoisting ropes, including governor ropes, whenever necessary, to ensure
maintenance of adequate safety factor as designated by
the State of California Elevator Inspector.
d. Contractor shall repair and/or replace all electrical wiring and conductors extending to th e elevator from the
mainline switch.
e. Contractor shall perform checks of the elevator fire service, derailment devices, and other special circuitry, in January and July of every year to make certain that these devices are operating correctly and as intended.
▪ Annual Inspections:
a. Contractor shall check car frame connections, rail bolt connections, an starter contacts annually.
b. Contractor shall test all sa fety de vices, governors, and other safety equipment, as required by the current edition of the California State Administration Code for Elevators and Dumbwaiters at least one (1) time per year.
c. Contractor shall perform the following tests annually in accordance with the manufacturer's recommendations for
testing, and provide written results to Dep uty Director James Coiner or designee.
▪ Excessive armature voltage circuit
▪ Test and recalibrate machine driven tachometer
▪ Car speeds
▪ Loop overload circuit
▪ Test and recalibrate load -weighing device Fire
recall service
Ride Quality
• Horizontal and vertical acceleration within the elevator cars during all riding and door operating conditions shall not exceed 20 mg peak to peak in the 1-10 range.

Measurement criteria ISO 18738-1:2012, ISO 804.
• Acceleration and deceleration shall be constant and not exceed four (4) feet per second with an initial ramp between .6 and .75 seconds,

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12 • Sustained jerk shall not exceed six (6) feet per second. • Measured noise levels in a moving car outside of the leveling zone shall no t exceed 50 dBA under any condition including car ventilation blowe r or fan on highest speed. Measured noise levels in the leveling zone shall not exceed 60 dBA.
• Contractor shall maintain a quiet and comfortable car ride with smooth acceleration, deceleration, and accurate stop. Door operation shall be smooth and quiet.

Qualifications
At the time of Proposal Deadline and at all times while Contractor performs the Services, for the entirety of the contract , the Contrac tor mus t possess a California contractor license or licenses, current and active, of the classification r equired for the Services. City of Montebello has determined that the Contractor must posses a current and valid C -11 license. The successful Proposer will not receive a Contract if the successful Proposer is unlicensed, does not have the requir ed licenses, or one or more of the licenses are not current and active.

Elevator repair and maintenance of elevators systems is subject to compliance monitoring and enf orcement by the DIR. No contractor or subcontractor may be awarded a contract unless registered with the Department of Industrial Relations (DIR).

At the time of Proposal Deadline, all Co mpanies submitting a bid must have a minimum of five (5) years of operating as an elevator service contractor.

The Contractor shall have all tools, equ ipment, personnel, and licenses needed to maintain and repair the City’s Elevator Systems.

Monitoring
Vendors shall propose a 24 -hour telephone monitoring and e mergency call service to monitor the elevator cabs. D etail the qualifications of the re presentatives, dis patch, procedures, and other pertinent details to the service.

Elevator Details
Elevator 1
Police Department
1600 West Beverly Blvd.

Montebello, CA 90640
Passenger (3 Floors)
Elevator 5
Reggie Rodriguez
200 West Mines Avenue
Montebello, CA 90640
Passenger (2 Floors)

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13 Elevator 2
Police Department
1600 West Beverly Blvd.

Montebello, CA 90640
Passenger (4 Floors)
Elevator 6
901 Via San Clemente
Quiet Cannon
Montebello, CA 90640
Outdoor Passenger (2 Floors)
Elevator 3
Senior Citizens Center
215 South Taylor Avenue
Montebello, CA 90640
Passenger (2 Floors)
Elevator 7
Quiet Cannon
901 Via San Clemente
Montebello, CA 90640
Outdoor Passenger (2 Floors)
Elevator 4
Transportation Building
490 South Taylor Avenue
Montebello, CA 90640
Passenger (2 Floors)
Elevator 8
Quiet Cannon
901 Via San Clemente
Montebello, CA 90640
Passenger (2 Floors)

7.0 Mandatory Site Visit
On Tuesday, March 5, 2024, 9 a.m. PDT, prospective contractors are invited to attend a site walk. This site walk is man datory to ensure that all prospective contractors receive the same information. Proposal submissions from prop osers w ho did not participate in the site walk may be rejected at the City ’s discretion. The site walk will be held at:

City of Montebello-Police Department
1600 West Beverly Blvd.

Montebello, CA 90640

Parking is available outside of City Hall in any available “visitor” parking stalls. The site walk will give a bri ef tour (approximately 1 hour ) of the eight (8) elevators described in this proposal and a limited tour of the elevators.

Upon arrival, prospective proposers will ne ed to sign in. The City will allow up to a ten (10) minute grace period to ensure that all proposers have had an opportunity to sign in.

After completion of the site walk, the sig n-in sheet will be post ed on PlanetBids via an addendum.

It is req uested that prospective proposers attending the site walk only send one (1) to two (2) representat ives to help ensure the City can facilitate sufficient space and

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14 transportation (if needed). Representatives will be allowed to take photos or video of the site.

The City may answer questions related to the site walk at its discre tion. The City may request that vendor re presentatives submit some questions via Planet Bids to ensure that all proposers receive the same information.

8.0 Proposal submittal
The Firm must submit a proposa l that responds to and conforms to the overall RFP requirements. Failure to submit any items may result in proposal being deemed as “non- responsive” and rejected. In addition, the proposal shall include the following:

1. Bidder Information
o Describe a brief history of the firm – Minimum of 5 years of business experience.
o Location of offices
o Key differentiating factors and areas of expertise.
o Prior experiences performing similar services for government/public agencies.
o Listing the firm's resources and capacity to meet a ll the requirements of this RFP.
o List of personnel to be used on this project with a descr iption of their qualifications and experience with projects of similar size and scope. o Copy of active California contractor's license
o Department of Industrial Relations Number

2. Cost Proposal Form

3. Project Approach
o Provide a description of the approach that the firm will use in regular maintenance.
o Provide a description of the firm's approach to performing services to minimize occupant disruptions.

4. Sample Agreements and Pricing
o Provide a sample of all applicable agreement terms and conditions. o Provide copies of sample agreements to be utilized for this service. o Provide hourly labor rate sheets.

5. References
o Provide a detailed history for a minimum of three similar agencies which the firm has performed similar services for government/public agencies.

Describe the Scope of Work, service dates, and any additional benefits to the customer. Firms may include with their references any additional relevant information that would assist the City in the review of their proposal.

6. A statement that this RFP shall be incorpora ted in its entirety as a part of the Firm's quote.

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15 7. A written statement by the Fi rm that all federal laws and regulations shall be adhered to notwithstanding any state or local la ws and regulations. In case of conflict between federal, state, or local laws or regulations, the strictest shall be adhered to.

8. A written statement by the Firm shall allow all authorized federal, state, county, and the City of Montebello offic ial's access to place of work, books, documents, papers, fiscal, payroll materials, and ot her relevant contract records pertinent to this project. All relevant records shall be retained for at least three years.

9. A written statement that the Firm shall comply with the California Labor Code pursuant to said regulations entitled: Federal Labor Standards provisions; Federal prevailing Wage Decision; and State of California Prevailing Wage Rates, respectively.

10. A written statement that the Firm shall comply with the Copeland Anti -kickback Act (18 USC 874 C) and the implementation regulation (29 CFRR 3 ) issued pursuant thereto, and any amendments thereof.

11. Maintenance Servic es Agre ement: The City has provided a copy of a sample agreement. Please review this agreement and provid e the City with a written statement of your firm's willingness to accept the terms of the agreement.

9.0 Evaluation of Proposal
The City will establish an evaluation committee to review and rate each proposal. The proposal evaluation process will be conducted using a multi-step method which will include the following steps:

A. Preliminary Proposal Review - The evaluation committee will review each submission to ensure adherence to the minimum/proposal format requirements.

B. Proposal Evaluation - In the second par t of this process, the evaluation committee will review and rate proposals based on the following:
i. Background and Personnel (15%)

ii. Qualifications as they relate to this Project (20%) a. Thoroughness and understanding of the tasks to be completed b. Background and experience
c. Knowledge of the City of Montebello
d. Experience of personnel assigned to the work
e. Communication Skills

iii. Reputation for integrity and competence (15%)
a. Positive Reference Checks
b. Work Samples

iv. Proposed fees for services (50%)

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16 The City of Montebel lo reserves the right to accept or reject any or all proposals or to waive any defects or irregularities in the proposals or selection process. • The Public Works Department will review proposals, check references and develop a short list of firms which will be recommended for consideration. • The Public Works Deputy Director will review the short list, interview if necessary, and make a determination.
• Upon composing the contract terms with the vendor, the contract will be scheduled for City Council or City Manager review and approval.

The City reserves the right to reject any or all Proposals, amend the RFP, and to discontinue or re -open the process at any time. The City reserves the right to request and obtain, from one or more consulting firms, supplementary information as may be necessary for the City to analyze the proposal pursuan t to contract selection criteria.

Upon completion of the evaluation phas e, the City will select those contractors for interviews whose proposals and qualifications most closely conform to the requirements of this RFP. The contractor, by submitting a response to this RFP, waives all rights to protest or seek any legal remedies whatsoever regarding any aspect of this RFP, waives all right to protest or seek any legal remedies whatsoever regarding an aspect of this RFP. The City may choose to interview one or more firms responding to this RFP, and may enter into more than one co ntract with multiple individuals or firms, if City determines that is the best way to address the full ra nge of services needed und er this RFP. The City reserves the right to award the contract to the proposal that represents the best overall value or the lowest bid, as determined by the City in its sole discretion.

10.0 Protest Procedures
Proposal Protest Procedures (Before Proposal Opening)
A protest filed before the proposal opening must be filed in writing no later than ten (10) working day s before opening. The most common types of prot est tha t might be filed before a proposal opening include those based upon restrictive specifications or alleged improprieties in any solicitation that is apparent before the scheduled proposal opening.

When a protest is filed before a sc heduled proposal opening, certain steps m ust be followed:

A. The protest must be submitted in writing within the specified time frame (no later than ten (10) working days prior to a proposal opening). All protests must be f iled with the Directo r of Finance for determination. Protest must be submitted to the Director of Finance by mail or e-mail within the specified time frame. Protests can be sent to:

Mail:

Michael Solorza, Director of Finance

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Montebello City CouncilFebruary 14, 2024

Montebello City Council
February 14, 2024