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SERVICES AGREEMENT
BETWEEN THE CITY OF RIALTO AND
YUNEX, LLC
THIS SERVICES AGREEMENT (herein “Agreement”) is made and entered into this 14th day of June 2022, by and between the City of Rialto, a municipal corporation and California general law city (“City”), and Yunex, LLC, a Delaware limited liability company (“Contractor”). City and Contractor are sometimes individually referred to as “Party” or collectively as “Parties”.
RECITALS
A. City has sought, by Request for Proposals No. 22-068, the performance of services related to streetlight maintenance and repair services, as defined and described particularly in Article 1 of this Agreement.
B. Following the submission of a proposal for the performance of the services defined and described particularly in Article 1 of this Agreement, Contractor was selected by the City to perform those services.
C. Pursuant to Chapter 2.48 of the Rialto Municipal Code, City has authority to enter into and execute this Agreement.
D. The Parties desire to formalize the selection of Contractor for the performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows:
ARTICLE 1. SERVICES OF CONTRACTOR
1.1 Scope of Services.
In compliance with all terms and conditions of this Agreement, Contractor shall provide those services associated with streetlight signal maintenance and repair services, and as specified in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by this reference, which services may be referred to herein as the “services” or “work” hereunder. As a material inducement for City to enter into this Agreement, Contractor represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, it meets all local, state, and federal requirements in performing the services, and it is experienced in performing the work and services contemplated herein. Contractor shall at all times faithfully, competently, and to the best of its ability, experience, and talent, perform all services described herein.
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Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality, fit for the purpose intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances.
1.2 Contractor’s Proposal.
The Agreement between the Parties shall consist of the following: (1) this Agreement; (2) the Scope of Services; (3) the City’s Request for Proposal No. 22-068 (if applicable); and, ( 4) the Contractor ’s signed, original proposal submitted to the City (“Contractor’s Proposal”), (collectively referred to as the “Contract Documents”) . The Contract Documents and Accepted Proposal shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the Scope of Services , Contractor’s Proposal , and/or this Agreement, the terms of this Agreement shall govern.
1.3 Compliance with Law.
Contractor shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any federal, state, or local governmental entity having jurisdiction in effect at the time service is rendered.
1.4 Licenses, Permits, Fees, and Assessments.
Contractor shall obtain, at its sole cost and expense, such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor ’s performance of the servic es required by this Agreement, and shall indemnify, defend, and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes penalties, or interest levied, assessed, or imposed against City hereunder.
1.5 Familiarity with Work.
By executing this Agreement, Contractor warrants that Contractor (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acqu ainted with the conditions there existing, prior to commencement of services hereunder. If Contractor discovers any latent or unknown conditions that will materially affect the performance of the services hereunder, then Contractor shall immediately inform the City of such fact and shall not proceed except at City’s risk until written instructions are received from the Contract Officer.
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1.6 Care of Work.
Contractor shall adopt reasonable methods during the life of the Agreement to furnish continuous prot ection 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 own negligence.
1.7 Prevailing Wages.
Contractor represents and warrants that it is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “Public Works” and “Maintenance” projects. If the Services are being performed as part of an applicable “Public Works” or “Maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall be fully aware of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Contractor’s principal place of business and any location where the Services are performed. Contractor shall defend, indemnify, and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alle ged failure to comply with the Prevailing Wage Laws.
Pursuant to provisions of Section 1775 of the Labor Code, the Contractor shall forfeit as penalty to the City of Rialto, not more than fifty dollars ($50.00) for each laborer, workman, or mechanic employed for each calendar day or portion thereof, if such laborer, workman, or mechanic is paid less than the general prevailing rate of wages hereinabove stipulated for any work done under this agreement, by the Contractor or by an y Subcontractor under Contractor ’s direction and control, in violation of the provisions of said Labor Code.
1.8 Further Responsibilities of Parties.
Both Parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both Parties agree to act in good faith to execute all instruments, prepare all documents, and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless specified in this Agreement, neither Party shall be responsible for the service of the other.
1.9 Additional Services.
City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to, or deducting from said work. No such extra work or change may be undertaken unless a written order is first given by the Page-4 of 19
Contract Officer to the Contractor , describing in detail the extra work or change and the reason(s) therefor and incorporating therein any adjustment in (i) the Contract Sum for the actual cost of the extra work or change, and/or (ii) the time to perform this Agreement, which said adjustments shall be reflected in an amendment to the Agreement subject to the written approval of the Parties. Any amendment to this Agreement shall be reviewed and approved by the Ci ty Manager. In accordance with Rialto Municipal Code section
2.48.180, i ncreases in compensation of this Agreement may be approved by the City Manager provided: (a) the initial Contract Sum was less than One Hundred Thousand Dollars ($100,000) and the amen ded Contract Sum when considering any or all amendments will not exceed One Hundred Thousand Dollars ($100,000); or (b) the agreement was approved by the City Council and the increases in compensation taken either separately or cumulatively do not exceed One Hundred Thousand Dollars ($100,000). Any greater increases, taken either separately or cumulatively must be approved by the City Council. Payment for additional services rendered by Contractor under this Agreement requires the submission of the actual costs of Contractor ’s performance of the extra work with the invoice(s) for the extra work claim(s), as provided in Section 2.4. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors.
No claim for an adjustment in the contract amount or time for performance shall be valid unless the procedures established in this Section are followed.
ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts specified in the “Cost Proposal ” attached hereto as Exhibit “B” and incorporated herein by this reference. Upon commencement of this Agreement t he total compensation, including reimbursement for actual expenses, shall not exceed Two Hundred Fifty Thousand Dollars and Zero Cents ($ 250,000.00) annually, (the “Contract Sum”). The Contract Sum may also be increased for additional services pursuant to Section 1.9.
2.2 Method of Compensation.
The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services; (iii) payment for time and materials based upon the Contractor’s rates as specified in the Schedule of Compensation, provided that time estimates are provided for the performance of sub tasks, but not exceeding the Contract Sum; or (iv) such other methods as may be specified in the Schedule of Compensation.
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2.3 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Contractor is required to attend additional meetings to facilitate such coordination, Contractor shall not be entitled to any additional compensation for attending said meetings.
2.4 Invoices.
Each month Contractor shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City’s Director of Finance. By submitting an invoice for payment under this Agreement, Contractor is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub- contractor contracts.
Sub-contractor charges shall also be detailed by such categories. Contractor shall not invoice City for any duplicate services performed by more than one person.
City may independently review each invoice submitted by the Contractor to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Contractor which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Contractor to be paid within thirty (30) days of receipt of Contractor’s correct and undisputed invoice; however, Contractor acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor for correction and resubmission.
2.5 No Waiver.
Review and payment by City to Contractor of any invoice for work performed by Contractor pursuant to this Agreement shall not be deemed a waiver of any defects in work performed by Contractor or of any rights or remedies provided herein or any applicable law.
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement.
3.2 Schedule of Performance.
Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) Page-6 of 19
established in the “Schedule of Performance” attached hereto as Exhibit “C” and incorporated herein by this reference. When requested by the Contractor, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer.
3.3 Force Majeure.
The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall, within ten (10) days of the commencement of such delay, notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer shall extend the time for performance in accordance with the procedures set forth in Section
1.9. The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor’s sole remedy being extension of the Agreement pursuant to this Section.
3.4 Term.
The term of this Agreement shall commence on July 1, 20 22. Unless earlier terminated in accordance with Article 7 of this Agreement, this agreement shall continue in full force and effect for one (1) year, until June 30, 2023 . At the sole discretion of the City Manager, and upon written notice(s) to the Contractor, the term of this agreement may be extended for four (4) additional one-year (1) terms, for a total maximum of three (3) years. In no event shall the term of this Agreement extend beyond July 1, 2027.
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Contractor.
The following principals of Contractor (“Principals”) are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:
Michael J. Hutchens Operations Manager
(Name) (Title)
It is expressly understood that the experience, knowledge, capability, and reputation of the foregoing Principals were a substantial inducement for City to enter into this Agreement. Therefore, the Principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. All personnel of Contractor, and any authorized agents, shall at all times be under the exclusive direction and control of the Page-7 of 19
Principals. For purposes of this Agreement, the Principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. Additionally, Contractor shall utilize only competent personnel to perform services pursuant to this Agreement. Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor ’s staff and subcontractors, if any, assigned to per form the services required under this Agreement. Contractor shall notify City of any changes in Contractor ’s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires to reassign any staff or subcontractor of Contractor , Contractor shall, immediately upon a Reassign Notice from City of such desire of City, reassign such persons or persons.
4.2 Status of Contractor.
Contractor shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Contractor shall not at any time or in any manner represent that Contractor or any of Contractor ’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Contractor, nor any of Contractor ’s officers, employees or agents, shall obtain any rights t o retirement, health care, or any other benefits which may otherwise accrue to City’s employees.
Contractor expressly waives any claim Contractor may have to any such rights.
4.3 Contract Officer.
The Contract Officer shall be the City Manager or other such person designated by the City Manager. It shall be the Contractor’s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by City to the Contract Officer.
Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager , to sign al l documents on behalf of the City required hereunder to carry out the terms of this Agreement.
4.4 Independent Contractor.
Neither the City nor any of its employees shall have any control over the manner, mode, or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Contractor ’s employees, servants, representatives, or agents, or in fixing their number, compensation, or hours of service.
Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that r ole. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor.
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4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability, and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement.
Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City.
ARTICLE 5. INSURANCE, INDEMNIFICATION AND BONDS
5.1 Insurance Coverages.
The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees, and agents of City:
(a) Comprehensive General Liability Insurance (Occurrence Form CG0001 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury, and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit.
(b) W
orker’s Compensation Insurance. A policy of worker’s
compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure, and provide legal defense for both the Contractor and the City against any loss, claim, or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Contractor in the course of carrying out the work or services contemplated in this Agreement.
(c) A
utomotive Insurance (Form CA 0001 (Ed 1/87) including “any auto” and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000. Said policy shall include coverage for owned, non- owned, leased, and hired cars.
(e) A
dditio nal Insurance. Policies of such other insurance, as may be required in the Special Requirements.
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(f) Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
5.2 General Insurance Requirements.
All of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees, and agents as additional insureds, and any insurance maintained by City or its officers, employees, or agents shall apply in excess of, and not contribute with, Contractor’s insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees, and agents and their respective insurers. The insurance policy must specify that where the primary insured does not satisfy the self -insured retention, any additional insured may satisfy the self -insured retention. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any Party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of all required insurance policies at any time.
Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City.
City, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Contractor performs; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no special limitations on the scope of protection afforded to Cit y, and their respective elected and appointed officers, officials, employees or volunteers. Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.
Any deductibles or self -insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Contractor agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor’s activities or the activities of any person or persons f or which the Contractor is otherwise responsible nor shall it limit the Contractor ’s indemnification liabilities as provided in Section 5.3.
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In the event the Contractor subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Contractor is required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be provided to City.
5.3 Indemnification.
To the full extent permitted by law, Contractor agrees to indemnify, defend, and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against any and all actions, either judicial, administrati ve, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations, or activities provided herein of Contractor, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Contractor is legally liable (“indemnitors”), arising from Contractor ’s reckless or willful misconduct, or arising from Contractor ’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant, or condition of this Agreement, and in connection therewith:
(a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith;
(b) Contractor will promptly pay any judgment rendered against the City, its officers, agents, or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents, or employees, any and all costs and expenses incurred by the City, its officers, agents, or employees in such action or proceeding, including but not limited to, legal costs and attorneys’ fees.
Contractor shall incorporate similar, indemnity agreements with its subcontractors and if it fails to do so Contractor shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence. The indemnity obligatio n shall be binding on successors and assigns of Contractor and shall survive termination of this Agreement.
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5.4 Sufficiency of Insurer or Surety.
Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do busines s in California, rated “A” or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City (“Risk Manager”) due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the Risk Manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager Contractor.
ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records.
Contractor shall keep, and require subcontractors to keep, such ledgers books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the “books and records”), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services.
Any and all such documents shall be maintained in accordance with generally accept ed accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of 3 years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Contractor ’s business, custody of the books and records may be given to City, and access shall be provided by Contractor’s successor in interest.
6.2 Reports.
Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Contractor is providing design services, the cost of the project being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed.
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6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “documents and materials”) prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Contractor will be at the City’s sole risk and without liability to Contractor, and Contractor’s guarantee and warranties shall not extend to such use, reuse or assignment. Contractor may retain copies of such docum ents for its own use. Contractor shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom.
6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Contractor in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Contractor. Contractor shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Contractor, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Contractor gives City notice of such court order or subpoena.
(c) If Contractor, or any officer, employee, agent or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Contractor’s conduct.
(d) Contractor shall promptly notify City should Contractor, its officers, employees, agents, or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has n o obligation, to represent Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor .
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However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.
ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted, constr ued, and governed both as to validity and to performance of the Parties in accordance with the laws of the State of California.
Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of San Bernardino, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action.
In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, Eastern Division.
7.2 Disputes; Default.
In the event that Contractor is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Contractor for any work performed after the date of default. Instead, the City may give notice to Contractor of the default and the reasons for the default. The notice shall include the timeframe in which Contractor may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Contractor is in default, the City shall hold all invoices and shall proceed with payment on the invoices only when the default is cured. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Contractor does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Contractor ’s default shall not be deem ed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement.
7.3 Retention of Funds.
Contractor hereby authorizes City to deduct from any amount payable to Contractor (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Contractor ’s acts or omissions in performing or failing to perform Contractor’s obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Contractor , or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Contractor to insure, indemnify, and protect City as elsewhere provided herein.
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7.4 Waiver.
Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Contra ctor shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non- defaulting Party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.
7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall n ot preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.
7.6 Legal Action.
In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of t his Agreement.
7.7 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days’ written notice to Contractor, except that where termination is due to the fault of the Contractor , the period of notice may be such shorter time as may be determined by the Contr act Officer. Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer.
Contractor shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event of termination without cause pursuant to this Section, the City need not provide the Contractor with the opportunity to cure pursuant to Section 7.2.
7.8 Termination for Default of Contractor.
If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Contractor Page-15 of 19
shall be liable to the extent that the total c ost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Contractor , or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement.
8.2 Conflict of Interest.
Contractor covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Contractor ’s performance of services under this Agreement. Contractor further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Contractor agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.
Additionally, pursuant to Rialto Municipal Code section 2.48.145, Contractor represents that it has disclosed whether it or its officers or employees is related to any officer or employee of the City by blood or marriage within the third degree which would subject such officer or employee to the prohibition of California Government Sections 87100 et. seq., Fair Political Practices Commission Regulation Section 18702, or Government Code Section 1090. To this end, by approving this Agreement, Contractor attests under penalty of perjury, personally and on behalf of Contractor, as well its officers, representatives, that it/they have no relationship, as described above, or financial interests, as such term is defined in California Government Section 87100 et. seq. , Fair Political Practices Commission Regulation Section 18702, or Government Code Section 1090, with any City of Rialto elected or appointed official or employee, except as specifically disclosed to the City in writing.
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8.3 Covenant Against Discrimination.
Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, gender identity, marital status, national origin, ancestry, or other protected class in the performance of this Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, sexual orientation, gender, gender identity, marital status, national origin, ancestry, or other protected class.
8.4 Unauthorized Aliens.
Contractor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Contractor so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Contractor hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorney’s fees, incurred by City.
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Facilities and Equipment.
Except as otherw ise provided, Contractor shall, at its own cost and expense, provide all facilities and equipment necessary to perform the services required by this Agreement. City shall make available to Contractor only physical facilities such as desks, filing cabinets, and conference space (“City Facilities”), as may be reasonably necessary for Contractor’s use while consulting with City employees and reviewing records and the information in possession of City. The location, quality, and time of furnishing of City Facilities shall be in the sole discretion of City. In no event shall City be required to furnish any facilities that may involve incurring any direct expense, including but not limited to computer, long distance telephone, network data, internet, or other c ommunication charges, vehicles, and reproduction facilities.
9.2 Payment of Taxes.
Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any federal and state taxes.
9.3 Notices.
All notices or other communi cations required or permitted hereunder shall be in writing, and shall be personally delivered, sent by pre- paid First Class U.S. Mail, registered or certified mail, postage prepaid, return receipt requested, or delivered or sent by facsimile with attached evidence of completed transmission, and shall be deemed received upon the earlier of (i) the date of delivery to the address of the person to receive Page-17 of 19
such notice if delivered personally or by messenger or overnight courier; (ii) three (3) business days after the date of posting by the United States Post Office if by mail; or (iii) when sent if given by facsimile. Any notice, request, demand, direction, or other communication sent by facsimile must be confirmed within forty-eight (48) hours by letter mailed or delivered. Other forms of electronic transmission such as e- mails, text messages, instant messages are not acceptable manners of notice required hereunder.
Notices or other communications shall be addressed as follows:
If to City: City of Rialto
150 S. Palm Ave.
Rialto, CA 92376
Attn: City Manager
Tel: (909) 820-2525
Fax: (909) 820-2527
With copy to: Burke, Williams & Sorensen, LLP
1770 Iowa Avenue, Suite 240
Riverside, CA 92507
Attn: Eric S. Vail, City Attorney
Tel: (951) 788-0100
Fax: (951) 788-5785
If to Contractor: Yunex, LLC
2250 Business Way
Riverside, CA 92501
Attn: Steven Teal
Tel: (951) 784-6600
Fax: (951) 784-6700
Either Party may change its address by notifying the other Party of the change of address in writing.
9.4 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.
9.5 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.
9.6 Integration; Amendment.
This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the Parties. It is understood that there are no oral agreements between the Parties hereto affecting this Agreement and this Page-18 of 19
Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the Parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Contractor and by the City. The Parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.
9.7 Severability.
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sent ences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the Parties hereunder unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless.
9.8 Corporate Authority.
The persons executing this Agreement on behalf of the Parties hereto warrant that (i) such Party is duly organized and existing, (ii) they are duly autho rized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said Party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed and entered into this Agreement on the date first written above.
CITY: CONTRACTOR:
CITY OF RIALTO, a California general
law City and municipal corporation
YUNEX, LLC, a Delaware limited liability
company
By: By:
Marcus Fuller, City Manager Rodney Mathis, President
ATTEST:
By: By:
Barbara A. McGee, City Clerk Rauber Dirk, CFO
APPROVED AS TO FORM:
Burke, Williams & Sorensen, LLP
By:
Eric S. Vail, City Attorney
A-1
EXHIBIT “A“
SCOPE OF SERVICES
Contractor shall provide the City with Streetlight Maintenance and Repair Services as generally described herein:
Contractor shall be responsible for maintenance, troubleshooting, repairs, upgrades and other activities necessary to maintain the streetlight system in a state of good repair and functionality. Contractor shall respond timely and efficiently to all calls for service by the City and shall perform work of high quality and in a timely manner to restore and ensure operations as the system is designed.
The City of Rialto streetlight system includes all lamps, lenses, luminaire arms, poles, shields, solar photocells, wiring, connectors, conduits, foundations, grounding rods, junction boxes, breakers, pull boxes, service cabinets, transformers, switches, bases, mounting hardware, and any other items generally associated with and part of a street lighting system.
GENERAL MAINTENANCE
The contractor shall perform the following specific tasks and activities as it relates to the maintenance of the streetlight system:
1. LAMP AND COMPONENT REPAIRS – Inoperative Lamp replacement shall be of equivalent type and wattage. Replacement shall occur within 3- business days from notification of the contractor by City. If the problem is not due to a failure of the lamp or other typical lamp components, the contractor shall notify the city via email the details and date of the attempted repair. Upon city written authorization, Contractor shall commence troubleshooting according to General Maintenance Task 2 "TROUBLESHOOTING". Contractor shall also be responsible for warranty management of defective LED fixtures which includes all aspects related to standard warranty practices. The Contractor shall notify the City of any undue delays in response due to the lamp manufacturer.
2. TROUBLESHOOTING – Contractor shall diagnose and repair any City owned nonworking streetlight. Contractor shall notify City personnel in advance if troubleshooting may exceed four hours in order to allow city staff to meet in the field with contractor to review project needs. Additional time shall be at the per hour rates as set forth in the contract.
3. WIRE REPLACEMENT – Contractor shall notify the City of any locations in which wire theft has occurred and shall notify the city immediately upon discovery and confirmation.
Contractor shall meet in the field with city staff to determine extent of theft and requirements to repair. Contractor shall prepare a written estimate for repair & replacement, based on the established contract Reference Pricing.
A-2
4. OTHER GENERAL MAINTENANCE WORK – Contractor shall perform the following as part of general streetlight maintenance: general cleaning, graffiti removal and traffic control during callout response, outage night checks and coordination with the City’s Traffic Signal Maintenance Contractor.
5. NIGHTTIME LIGHTING SURVEYS – Nighttime lighting surveys shall be conducted of all City owned and operated streetlights to identify any streetlights that are nonfunctioning.
Upon completion of such nighttime survey, the contractor shall provide a report to the City of all locations that need repair. The report shall include the nearest street address and pole number. Nighttime Lighting Surveys shall be completed once every quarter.
Payment for General Maintenance Tasks 1- 4 shall be paid for each streetlight repaired/serviced for an entire month per Bid Schedule A – Bid item 1.
Payment for General Maintenance Task 5 shall be paid for each survey and summary report completed per Bid Schedule A – Bid item 2.
REPAIR AND REPLACEMENT
Work not listed or specified as General Maintenance shall be considered Repair and Replacement work. Payment for such work shall be paid on a Time and Material or Lump sum basis based on writ ten estimate in accordance with the established contract Reference Pricing. The Contractor shall perform the following specific tasks and activities as it relates to the repair and replacement of the streetlight system:
1. PROVIDE AND REPLACE KNOCK DOWN POLE WITH AND WITHOUT NEW
FOUNDATION
a) Emergency response - Contractor shall respond within two (2) hours to requests for removal and protection of damaged or destroyed streetlight poles resulting from traffic collisions or accidents on a 24-hour, seven (7) day per week basis. This would typically include pushing damaged pole out of the right-of-way or from private property, taping off the area of the debris, capping/taping live wires, checking streetlight circuits, coordination with Southern California Edison and documenting all observations and work activities for insurance purposes.
b) Pole Knockdown Repair – Services shall include traffic control, testing, removal and disposal of all associated spoils and debris from original installation. Providing and installation of new streetlight pole, LED fixture, photocell , foundation, rebar, wiring, connectors, luminaire arm and associated system components. c) Contractor shall provide all labor, materials and equipment to remove, replace and restore to full operation each knockdown pole. Replacement poles shall be replaced with equivalent style and features, including wattage and lamp type. Contractor shall provide a written estimate for replacement of pole for approval by city prior to authorization to proceed, based on Contractor submitted rates. Upon completion of repairs, contractor shall provide an itemized invoice for the repair, which may be used by the City to seek restitution from a third party.
A-3
2. STREET LIGHT PULL BOXES - City may request contractor to replace damaged pull boxes or replace pull box lids in accordance with the City Standard plans. Additional work may be required to secure pull box and pull box lid to prevent vandalism. This additional work shall be on a time-and-material basis for a maximum of two (2) hours per pull box.
3. REPLACEMENT OF STOLEN WIRE - The labor, material and equipment cost for the actual replacement of wire missing due to theft s hall be paid per the written estimate approved by the City required per General Maintenance Task 3.
4. LED RETROFIT – The City owned streetlight system has been converted from the older style HPS fixtures to LED technology. The City may request the Contractor to retrofit any streetlights that have not yet been converted to LED.
5. OTHER WORK - City may request contractor to perform additional services related to streetlight systems, including but not limited to: permanent removal, new installations, troubleshooting exchanges of wattage and/or lumens in response to citizen requests, installation of shields and coordination with the City ’s Traffic Signal Maintenance Contractor.
The Contractor shall keep in stock a minimum of five (5) replacement poles and all necessary fixtures, bulbs, ballasts, electrical components, and wire for emergency replacement purposes. Such materials will be allowed to be stored in the Public Works Maintenance yard located at 335 W. Rialto Avenue in the City of Rialto. It will be the responsibility of the contractor to secure such items in the Maintenance yard. Contractor shall be required to provide adequate insurance for use of the City's yard. The City uses a standard streetlight pole per the City of Rialto Standard Specifications. The Contractor shall be expected to use the equivalent type style and materials for any replacement poles. Contractor may be requested to replace existing metal or wood poles with the current City standard type pole.
The contractor must setup and provide t he City with access to a web based portal to monitor live streetlight statuses. The contractor must provide weekly status updates on parts and components. Upon issuance of the contract, the contractor must conduct an assessment of the streetlights being monitored and must provide the City with an updated streetlight maintenance count. The contractor must maintain and account for any number of streetlights added to the current 4161 streetlight count as part of the updated inventory.
The work shall be diligently prosecuted to completion before the expiration of 15 working days per work order for repairs of knockdowns and other specific repairs. First maintenance responder shall arrive at the trouble location within two (2) hours to secure the site of any debris and remove any wires that are protruding into the street or the sidewalk. Routine and on-going inspection, maintenance and repair of City owned, and operated streetlight system shall be completed as indicated in the bid specifications.
It will be the responsibility of the Contractor to determine the necessary staffing level required to perform the scope of service of each project assigned. The City will not provide A-4
dedicated work space or office space, City staff, or City resources, printing or copying services, or clerical assistance for the performance of this agreement.
Specifically, Contractor shall provide those services as outlined in its proposal dated May 19, 2022, included on the following pages.
Rialto: Streetlight Maintenance and Repair Services (RFP #:22 -068) ©2022 Yunex Traffic 14
C. Understanding Streetlight Maintenance and Repair
Services
1. Understanding of Scope of Services
We understand that the general Scope of Work consists of providing Routine Maintenance, Emergency Repair
Services, and On-Call Supplemental Services for the City’s streetlight system. Yunex Traffic will have available and readily accessible qualified personnel, all required tools, equipment, apparatus, facilities, and material and will perform all work necessary to maintain in good
workmanlike manner, all city -owned streetlights, as
outlined in Exhibit A (Scope of Services) and in
compliance with current City and State Standards.
Yunex Traffic will provide a 24 -hour, 7 days a week call service for knockdowns and other streetlight related
emergencies. Yunex technicians are always supplied with proper field equipment so he/she may sufficiently address any problem with the streetlight as well as have continuous communication access through a mobile device.
Yunex Traffic will keep a sufficient stock of common
replacement components for a typical streetlight installation.
The replacement component types, quantities, and storage location will be adequate to meet the Emergency and Non- Emergency service response time requirements detailed in this RFP.
2. Approach
It is always the goal of Yunex Traffic to hone our service around a c ustomer’s needs. We understand that throughout the term of a contract of this type, those needs may change. We approach all our contracts with the same simple vision; build a partnership with the City’s staff and work towards achieving common goals set forth through that partnership. We realize that this is an ever-evolving process and that is why we believe that the only successful route is through establishing these common goals. This methodology and a commitment to service will continue to be applied to every aspect of our services for the City of Rialto .
Response Times
Emergency response call outs and unscheduled/non- emergency repairs are initiated by calling our toll -free emergency phone number 1-800-229-6090 (live dispatcher 24 hours a day, 7 days a week), report the streetlight address and pole number (if available), the problem and leave your call back information. Our dispatcher will create a work order in our visual planning board. Once the work order is released by our dispatcher, it will immediately transfer to our technician’s queue on their mobile device. As part of our quality control practice, our dispatcher will follow up with a phone call to our technician to confirm that he/she is in receipt of the call out/work order. The technician will arrive at the location within the contracted response time to assess and correct the reported problem. Once the problem is corrected, the technician will inform the customer of the repair actions .
Rialto: Streetlight Maintenance and Repair Services (RFP #:22 -068) ©2022 Yunex Traffic 15
Throughout the term of this agreement, Yunex Traffic will provide and maintain emergency service response on a twenty -four (24) hour, three- hundred and sixty -five (365) day basis, including all holidays. All Yunex Traffic employees that may be dispatched will have continuous communication access through a cellular phone. The response time for emergency calls will not exceed two (2) hours, as stated in the RFP. In cases of major malfunction or damage, we will contact the Public Works Department to receive further direction.
Yunex Traffic will be responsible for responding to emergency calls from persons designated by the city. Unless otherwise identified in this Scope of Work or the Agreement, response calls will be paid on
a time and materials basis.
Response times for non-emergency repairs (i.e., lamp,
photocell, day burning, etc.) will be responded to within forty-eight (48) hours, as outlined in Exhibit A (Scope of Services). All non -emergency calls will be
responded to as mutually agreed upon between the
City and Yunex Traffic.
Upon completion of response service requests (both
Emergency/Non-Emergency), we will notify the Public
Works Department that the work has been completed.
Notification will be within twenty -four (24) hours of said completion to both the City personnel initiating the emergency call-out and the City’s contract manager.
Upgrades and Installations
Although the City retains the right to perform any work on its’ streetlight system by use of City forces, by negotiated contract with a separate contractor of the C ity’s choosing, or by advertising such work for public bid, Yunex Traffic is able and willing to provide these construction services for new installations of streetlight poles and modifications and/or upgrades to existing streetlights. This work can be performed within an appropriate timeframe established by the City and for a mutually agreed upon price .
Communication and Teamwork
At Yunex Traffic, we are your partner. Our project management team as well as our field technicians will be constantly communicating with the City representatives, and we will follow all communication/notification requirements as set forth and agreed upon. Routine meetings will be key to ensure that everyone is on the same page, not only for streetlight status but to make sure that we are on track with the C ity’s budget and that we are serving the citizens of the City of Rialto to the highest level possible.
Yunex Traffic employees working for the city will be equipped with all necessary communication devices to keep our city liaison(s) always informed. Currently, our staff is outfitted with an IOS or Android device that will enable them to send and receive real -time information, as well as text, email, and phone capabilities.
Vehicles, Equipment & Resources
We have available and readily accessible all required tools, equipment, apparatus, facilities, skilled labor services and materials to perform all work necessary to maintain the streetlight system in a workmanlike manner. Our bucket trucks are equipped with spare parts sufficient to return a defective streetlight to operation following all ordinary and most extraordinary
Rialto: Streetlight Maintenance and Repair Services (RFP #:22 -068) ©2022 Yunex Traffic 16
trouble calls. Our technicians will have on -hand, any necessary equipment to maintain operable streetlights within the City of Rialto.
Yunex owns and operates approximately 100 service vehicles (including 3 cranes) of various types and sizes in the State of California, most of which are stationed in Southern California. To help ensure safety, Yunex uses hydraulic bucket trucks with aerial li fts which are (OSHA) approved, inspected, and certified as required by law . All drivers are trained through the Sentry Program for Insulated Devices.
B-1
EXHIBIT “B”
“COST PROPOSAL”
B-2
EXHIBIT “B”
“COST PROPOSAL”
B-3
EXHIBIT “B”
“COST PROPOSAL”
Should the City in its sole discretion elect to exercise the option to extend this agreement for an additional one (1) year period, the Parties shall negotiate pricing for such period prior to commencement of the additional one year period. Negotiated price increasing during the additional one (1) year period shall not exceed the percentage change in the United States Bureau of Labor Statistics Consumer Price Index “All Urban Consumers for Riverside, San Bernardino, Ontario, CA” (CPI) for the most recent tw elve months for which statistics are available. This method of price negotiation shall apply to each extension period exercised.
C-1
EXHIBIT “C”
“SCHEDULE OF PERFORMANCE”
The response time for emergency calls shall not exceed two (2) hours. In cases of major malfunction or damage, Contractor shall contact the City to receive further direction.
Response times for non-emergency repairs (i.e., lamp, photocell, day burning, etc.) shall be responded to within forty-eight (48) hours. All non-emergency calls can be responded to as mutually agreed upon between the City and Contractor.