EBIX Insurance No. S200005167
AGREEMENT FOR TRAFFIC CONTROL SERVICES
BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
STATEWIDE TRAFFIC SAFETY AND SIGNS
PREAMBLE
This Agreement is entered into as of the City’s execution date (Effective Date) between the City of Santa Clara, California, a chartered California municipal corporation (City) and Statewide Traffic Safety and Signs, Inc. (dba Statewide Safety Systems), a Delaware corporation, (Contractor). City and Contractor may be referred to individually as a “Party” or collectively as the “Parties.”
RECITALS
A. City desires to secure the services (“Services”) more fully described in this Agreement, at Exhibit A, entitled “Scope of Services”;
B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain Services and goods of the quality and type which meet objectives and requirements of City; and,
C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.
The Parties agree as follows:
AGREEMENT TERMS AND CONDITIONS
1. AGREEMENT DOCUMENTS
The documents forming the entire Agreement between City and Contractor shall consist of these Terms and Conditions and the following Exhibits, which are hereby incorporated into this Agreement by this reference:
Exhibit A – Scope of Services
Exhibit B – Schedule of Fees and Payment Provisions
Exhibit C – Insurance Requirements
Exhibit D – Labor Compliance Exhibit
Exhibit E – Sample Work Authorization Form
Agreement with Statewide Traffic Safety and Signs dba Statewide Safety Systems Rev. 07-01-18
Exhibit F – Sample Traffic Control Work Order Report
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.
2. TERM OF AGREEMENT
Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on the Effective Date and terminate on December 31, 2028.
3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
Contractor shall perform those Services specified in Exhibit A within the time stated in Exhibit A. Time is of the essence.
4. WARRANTY
In addition to those warranties contained in Exhibit A, Contractor expressly warrants that all Services and materials covered by this Agreement shall be fit for the purpose intended, shall be free from defect and shall conform to the specifications, requirements and instructions applicable to this Agreement.
Contractor agrees to promptly replace or correct any incomplete, inaccurate or defective Services or materials at no further cost to City when defects are due to the negligence, errors or omissions of Contractor. If Contractor fails to promptly correct or replace Services or materials, City may make corrections or replace Services or materials and charge Contractor for the cost incurred by City.
5. QUALIFICATIONS OF CONTRACTOR - STANDARD OF CARE
Contractor represents and maintains that it has the expertise in the professional calling necessary to perform the services, and its duties and obligations, expressed and implied, contained herein, and City expressly relies upon Contractor’s representations regarding its skills and knowledge. Contractor shall perform such services and duties in conformance to and consistent with the professional standards of a specialist in the same discipline in the State of California.
6. COMPENSATION AND PAYMENT
In consideration for Contractor’s complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled “SCHEDULE OF FEES AND PAYMENT Agreement with Statewide Traffic Safety and Signs dba Statewide Safety Systems Rev. 07-01-18
PROVISIONS.” The maximum compensation of this Agreement is One Million two hundred fifty thousand Dollars ($1,250,000), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Contractor’s expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.
7. TERMINATION
A. Termination for Convenience. Cit y shall have the right to terminate this Agreement, without cause or penalty, by giving not less than Thirty (30) days’ prior written notice to Contractor.
B. Termination for Default. If Contractor fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, City may terminate this Agreement immediately upon written notice to Contractor.
C. Upon termination, each Part y shall assist the other in arranging an orderly transfer and close-out of services. As soon as possible following the notice of termination, but no later than ten (10) days after the notice of termination, Contractor will deliver to City all City information or material that Contractor has in its possession.
8. ASSIGNMENT AND SUBCONTRACTING
City and Contractor bind themselves, their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written approval of City. Contractor shall not hire subcontractors without express written permission from City.
Contractor shall be as fully responsible to City for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as Contractor is for the acts and omissions of persons directly employed by it.
9. NO THIRD PARTY BENEFICIARY
This Agreement shall not be construed to be an agreement for the benefit of any third party or parties and no third party or parties shall have any claim or right of action under this Agreement for any cause whatsoever.
10. INDEPENDENT CONTRACTOR
Contractor and all person(s) employed by or contracted with Contractor to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of City. Contractor has full rights to manage its employees in their performance of Services under this Agreement.
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11. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed or received by or for Contractor and all other written information submitted to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor and shall not, without the prior written consent of City, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Contractor which is otherwise known to Contractor or becomes generally known to the related industry shall be deemed confidential.
12. OWNERSHIP OF MATERIAL
All material, which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports, designs, technology, programming, works of authorship and other material developed, collected, prepared or caused to be prepared under this Agreement shall be the property of City but Contractor may retain and use copies thereof. City shall not be limited in any way or at any time in its use of said material. However, Contractor shall not be responsible for damages resulting from the use of said material for work other than Project, including, but not limited to, the release of this material to third parties.
13. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
City, through its authorized employees, representatives or agents shall have the right during the Term and for four (4) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Contractor for the purpose of verifying any and all charges made by Contractor in connection with Contractor compensation under this Agreement, including termination of Contractor. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City. Contractor shall bear the cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the City.
Contractor shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Contractor agrees to assist City in meeting City’s reporting requirements to the State and other agencies with respect to Contractor’s Services hereunder.
14. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, Agreement with Statewide Traffic Safety and Signs dba Statewide Safety Systems Rev. 07-01-18
liability, loss, cost, and/or expense or damage, including all costs and attorney’s fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner arising from, or alleged to arise in whole or in part from, or in any way connected with the Services performed by Contractor pursuant to this Agreement – including claims of any kind by Contractor’s employees or persons contracting with Contractor to perform any portion of the Services – and shall expressly include passive or active negligence by City connected with the Services. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.
B. Contractor’s obligation to protect, defend, indemnify, and hold harmless in full City and City’s employees, shall specifically extend to any and all employment-related claims of any type brought by employees, contractors, subcontractors or other agents of Contractor, against City (either alone, or jointly with Contractor), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.
C. To the extent Contractor is obligated to provide health insurance coverage to its employees pursuant to the Affordable Care Act (“Act”) and/or any other similar federal or state law, Contractor warrants that it is meeting its obligations under the Act and will fully indemnify and hold harmless City for any penalties, fines, adverse rulings, or tax payments associated with Contractor’s responsibilities under the Act.
15. INSURANCE REQUIREMENTS
During the Term, and for any time period set forth in Exhibit C, Contractor shall provide and maintain in full force and effect, at no cost to City, insurance policies as set forth in Exhibit C.
16. WAIVER
Contractor agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Neither City’s review, acceptance nor payments for any of the Services required under this Agreement shall be constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.
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17. NOTICES
All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as follows:
City of Santa Clara
Attention: Silicon Valley Power
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected] and
[email protected]
And t
o Contractor addressed as follows:
Statewide Traffic Safety and Signs, Inc. dba Statewide Safety Systems 1101 N. 5th St.
San Jose, CA 95112
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.
An e-mail transmitted after 1:00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.
18. COMPLIANCE WITH LAWS
Contractor shall comply with all applicable laws and regulations of the federal, state and local government, including but not limited to “The Code of the City of Santa Clara, California” (“SCCC”). In particular, Contractor’s attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally Contractor has read and agrees to comply with City’s Ethical Standards (http://santaclaraca.gov/home/showdocument?id=58299).
19. CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code section 87100 and Agreement with Statewide Traffic Safety and Signs dba Statewide Safety Systems Rev. 07-01-18
following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise City if a conflict arises.
20. FAIR EMPLOYMENT
Contractor shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law.
21. NO USE OF CITY NAME OR EMBLEM
Contractor shall not use City’s name, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.
22. GOVERNING LAW AND VENUE
This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. The venue of any suit filed by either Party shall be vested in the state courts of the County of Santa Clara, or if appropriate, in the United States District Court, Northern District of California, San Jose, California.
23. SEVERABILITY CLAUSE
In case any one or more of the provisions in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, it shall not affect the validity of the other provisions, which shall remain in full force and effect.
24. AMENDMENTS
This Agreement may only be modified by a written amendment duly authorized and executed by the Parties.
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25. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument.
The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.
CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form: Dated:
GLEN R. GOOGINS
City Attorney
JŌVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”
STATEWIDE TRAFFIC SAFETY AND SIGNS, INC. DBA STATEWIDE SAFETY
SYSTEMS
a Delaware corporation
Dated:
By (Signature):
Name: Jon Lang
Title: Vice President
Principal Place of
Business Address:
2722 S. Fairview
Santa Ana, CA 92704
Email Address: [email protected] [email protected] Telephone: (949) 936-7133
Fax: ( )
“CONTRACTOR”
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EXHIBIT A – SCOPE OF SERVICES
TABLE OF CONTENTS
SECTION 1. GENERAL ........................................................................................... 10 SECTION 2. SERVICES TO BE PERFORMED ...................................................... 10 SECTION 3. HOURS AND DAYS OF SERVICE ..................................................... 11 SECTION 4. WORK AUTHORIZATION PROCESS .. Error! Bookmark not defined.
SECTION 5. APPLICABLE LAWS AND REGULATIONS ........................................ 16 SECTION 6. PERMITS AND LICENSES ................................................................. 17 SECTION 7. CONTRACTOR’S EQUIPMENT, TOOLS, AND MATERIALS ............ 17 SECTION 8. SAFETY .............................................................................................. 17 SECTION 9. INJURY/PROPERTY DAMAGE .......................................................... 18 SECTION 10. CONTRACTOR PERSONNEL ............................................................ 18 SECTION 11. EBUILDER .......................................................................................... 19
Agreement with Statewide Traffic Safety and Signs dba Statewide Safety Systems Rev. 07-01-18
SECTION 1. GENERAL
1.1 Contractor shall furnish all labor, materials, tools, and equipment necessary to provide traffic control (Services).
1.2 Contractor shall perform the S ervices in accordance with generally accepted industry best practices, and all applicable federal, state, or local regulations.
1.3 Contractor shall be responsible for obtaining any City permits to perform any required services.
SECTION 2. SERVICES TO BE PERFORMED
2.1 Contractor shall provide as -needed traffic control services in support of SVP maintenance activities and in accordance with the SVP approved traffic control plan. Contractor may also be required to provide traffic control services for other activities that are in the public right of way.
2.2 Contractor shall perform the required traffic control services on designated City streets and highways.
2.3 Designated streets shall be defined as any street within the Santa Clara City limits including, but not limited to, expressways, major streets, state highways, county roads, turn lanes, full lanes, intersections, and crosswalks.
2.4 Contractor shall provide a team of traffic control technicians (flaggers) to control and direct traffic around designated construction sites.
2.5 Traffic control services shall include, but not be limited to:
2.5.1 Setting up barricades and traffic cones along construction or maintenance sites to cordon off certain areas;
2.5.2 Using hand signals, flags, and direction signs to direct traffic around road construction sites;
2.5.3 Communicating with other flaggers using hand- held radios to direct two- way traffic onto a single lane;
2.5.4 Informing the construction maintenance crew of any traffic issues that may affect their safety;
2.5.5 Appropriately positioning warning and detour signs around construction sites; and
2.5.6 Removing all signs, barricades, and traffic cones upon completion of construction work.
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2.5.7 Flaggers shall not use personal multi -media or communication devices [i.e., portable radios, cell phones (unless issued by Contractor for flagging crew communications), CD players, MP3 players, umbrellas, or chairs] at the flagging stations(s).
2.5.8 Flaggers shall not sit while flagging or use cones as flag holders.
2.5.9 Flaggers shall face oncoming lanes of traffic at all times.
2.5.10 Contractor shall provide a lead worker/supervisor at each jobsite.
SECTION 3. HOURS AND DAYS OF SERVICE
3.1 Contractor shall be available to provide the required traffic control services 24 hours a day, 7 days a week.
3.2 Contractor’s services shall typically be required during SVP’s normal business hours: 7:00 AM - 7 PM, Monday through Friday.
3.3 Emergency Services.
3.3.1 An emergency service shall be defined as an unforeseen event, circumstance, or combination thereof that the City reasonably determines to require immediate action, presents an ongoing danger to public health and safety, and/or imperils the SVP facilities and equipment.
3.3.2 Contractor will provide emergency response services, as needed.
3.3.3 Contractor shall be available to respond to emergency calls for services 24 hours a day, 7 days a week.
3.3.4 Contractor shall respond to emergency calls for services within 2 hours.
SECTION 4. WORK REQUEST AND APPROVAL PROCESS
4.1 In its sole discretion, the City may authorize the Services through SVP Control Operator, SVP Transmission and Distribution (T&D) Electric Crew Foreperson, SVP T&D Division Manager, Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer. These Services may be authorized verbally or by e-mail.
4.2 Before initiating any work, Contractor shall review to assure that the Services requested will not result in total costs under this Agreement exceeding the maximum compensation in Section 6 of the Agreement (when combined with all previously authorized Services).
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4.3 Upon completion of daily Services, Contractor shall present a Traffic Control Work Order Report similar to the sample document in Exhibit F to the SVP staff person that is in charge at the site for signature.
4.4 At City’s sole discretion, City may require the Alternate Work Authorization Process described in Section 5. Such Alternate Work Authorization Process may be required for a specific Work Request (as defined in this Section or for all Work Requests from a specified date forward.
SECTION 5. ALTERNATE WORK AUTHORIZATION PROCESS:
5.1 SVP, at SVP’s sole discretion, may determine that the process described in this Section 5 (Alternate Work Authorization Process) is better suited for a portion of the Services. At the direction of the SVP, the Alternate Work Authorization Process may apply to specific projects or to all projects started after a specific date. In the event that this section applies, SVP will notify Contractor to provide a proposal for Services. SVP will provide a description of the Services required, the deadline for response, and any other relevant information (Work Request).
5.2 When this Alternate Work Authorization Process is applicable, except in the situations described in Section 5.4 or 5.4.12.4, Contractor shall not initiate services before receiving written authorization (Approved Work Authorization and Purchase Order).
5.3 Proposal. Contractor shall prepare and submit a proposal (Proposal) for each Work Request that includes:
5.3.1 A work plan that includes a detailed description by task of the services to be performed.
5.3.2 A project timeline/schedule with discussion on any activities that may impact the project timeline/schedule.
5.3.3 A list of Contractor’s personnel and subcontractors including subcontractor Department of Industrial Relations (DIR) number where required.
5.3.4 Any required drawings or documents.
5.3.5 A list of City responsibilities.
5.3.6 An itemized cost proposal showing:
5.3.6.1 Hours and hourly rates by position as listed in Exhibit B for both Contractor and subcontractor personnel if applicable. Indicate labor subject to prevailing wage requirements.
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5.3.6.2 Itemized list of p arts/materials indicating which parts and materials are taxable;
5.3.6.3 Rental and/or specialty equipment;
5.3.6.4 Reimbursable expenses, in accordance with the limitations set forth in Exhibit B;
5.3.6.5 Any additional costs including, but not limited to freight, permits, fees;
5.3.6.6 Breakdown of materials and labor sufficient to calculate sales tax;
5.3.6.7 Estimated total cost including sales tax.
5.3.6.8 All submitted pricing shall be in accordance with the rates authorized in Exhibit B of this Agreement and the Proposal shall include sufficient information for the City to determine that rates are in accordance with the Agreement.
5.3.7 Cost for any additional equipment, parts, or services required for completion of services as detailed in the Work Request and in Contractor’s Proposal but not reflected in the Contractor’s cost proposal shall be the sole responsibility of the Contractor and at no cost to the City
5.3.8 The City will review the Proposal, and may elect to approve it, reject it, or use it as a basis for further negotiations with Contractor.
5.3.9 Provided that Contractor’s original Proposal includes all items listed in Section 5.4.6, the City and Contractor may negotiate whether the cost for Work Authorization will be fixed price (lump sum) or based on specific rates of compensation (e.g. time- and-materials) for completion of the services.
5.3.10 Contractor must submit a revised Proposal to the City based upon such negotiations. If a fixed fee or lump sum is authorized, a payment schedule shall be included. The final proposal shall include a clear breakdown of materials and labor indicating taxable and non- taxable items and an estimate of sales tax.
5.4 Work Authorization
5.4.1 If the completion of the services in the Proposal will not result in total costs under this Agreement exceeding the maximum compensation in Section 6 of the Agreement (when combined with all previously authorized Services), the City may authorize the proposed services as set forth in this Section;
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5.4.2 The City will review the Proposal, and may elect to approve it, reject it, or use it as a basis for further negotiations with Contractor.
5.4.3 For Proposals with a total cost exceeding $50,000, Work Authorizations shall be issued in substantially the same format as Exhibit E. Each Work Authorization shall describe the proposed services and deliverables the Contractor must provide (a) the time limit within which the Contractor must complete the proposed service and deliverables, and (b) the compensation.
5.4.4 Subject to the terms and conditions of this Agreement, Contractor and City will negotiate the specific scope and requirements of each Work Authorization. Upon execution by the Parties, the Work Authorization shall become an Approved Work Authorization.
5.4.5 Each Approved Work Authorization shall have a Purchase Order attached to it. A Purchase Order (“Purchase Order”) is a document issued by the City of Santa Clara Finance Department which will reference the terms and conditions of this Agreement and serves and final approval for each Approved Work Authorization.
5.4.6 For Proposals with a total cost less than $50,000, a signed Work Authorization is not required. The City will issue a Purchase Order authorizing Services and the Purchase Order will serve as the Approved Work Authorization.
5.4.7 Only the Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer may, on behalf of the City, execute a Work Authorization. Purchase Orders are issued by the Finance Department.
5.4.8 Except in the case of emergency which shall confirm to the conditions of Section 5.5 or where the circumstances in Section 5.4.12.4 apply, Contractor shall not initiate the work associated a the Work Request and/or Proposal and the City will not compensate the Contractor until the City has executed the Work Authorization for such Work Request and/or Proposal where applicable (“Approved Work Authorization”) and issued a Purchase Order.
5.4.9 If Contractor begins the Services or fails to dispute a Purchase Order within three (3) business days, Contractor is assumed to have accepted the terms of the Purchase Order.
5.4.10 An Approved Work Authorization must be consistent with – and cannot alter - the terms and conditions of this Agreement. The terms and conditions of this Agreement shall prevail over any and all terms and conditions contained in a Proposal – even if the Proposal expressly states Agreement with Statewide Traffic Safety and Signs dba Statewide Safety Systems Rev. 07-01-18
that it is intended to control. Any conflicting terms and conditions in a Proposal are invalid and unenforceable.
5.4.11 The City (through the individuals listed in section 5.5.7 or, in the case of Purchase Orders, the Finance Department) may terminate an Approved Work Authorization, Purchase Order, or an Emergency Work Order for convenience with ten (10) days prior written notice to Contractor. In such event, the Contractor shall have no further rights hereunder, except that Contractor shall be paid for all Services adequately rendered prior to such termination.
5.4.12 Changes to Approved Work Authorization:
5.4.12.1 Contractor shall notify the City immediately when a situation occurs that may result in a change to the total project cost or specific line items in an Approved Work Authorization .
Contractor shall provide the reason for the change specific to each Approved Work Authorization.
5.4.12.2 Contractor shall submit justification demonstrating that changes in cost are associated with changes in scope. Contractor shall not be entitled to additional compensation for issues such as errors in calculation of original pricing, changes in staff, or other changes that are not directly related to changes requested by City.
5.4.12.3 In the event that unanticipated site conditions or other issues result in costs that exceed total of the Approved Work
Authorization or changes to line items in an Approved Work Authorization or in the Purchase Order, Contractor shall submit to the City an updated Proposal for review and approval from the 5.5.6) or Purchase Order (as applicable) to authorize services exceeding those in the Approved Work Authorization.
Each changed Approved Work Authorizat ion shall amend the Services and be incorporated into the Services by reference.
5.4.12.4 In the event that issues are identified that can be most efficiently and economically resolved while on site, changes may be approved verbally (in the field), by telephone, or e- mail by the following authorized individuals: SVP Control Operator, T&D Foreman, Electric Division Manager, Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer. Such authorization shall be defined as an Interim Work Order. Contractor shall provide an updated Proposal within two (2) business days so that such changes can be documented in a Work Authorization and/or Purchase Order.
Agreement with Statewide Traffic Safety and Signs dba Statewide Safety Systems Rev. 07-01-18
5.5 Emergency Work Orders
5.5.1 An emergency work order (Emergency Work Order) should be utilized only in instances of a threat to public health or safety, loss of or damage to property, or serious disruption to essential services. An emergency is defined as an unforeseen event, circumst ance, or combination of circumstances that the City reasonably determines to require immediate action.
5.5.2 Emergency Work Orders do not need to be in writing and may be authorized by the SVP Operator, SVP Transmission and Distribution (T&D) Electric Crew Foreperson, SVP Electric Division Manager, Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer. Such verbal authorizations will be confirmed by the City in writing within three (3) business days by a Purchase Order or, where applicable, a Work Authorization and Purchase Order.
5.5.3 When emergency services are required, Contractor shall send a Proposal to the City for the required Services as soon as possible, but no later than three (3) business days after the commencement of such Services. The Proposal shall be detailed in accordance with this Section 5 and shall also include any completed Services. The City will issue a Work Authorization (if required pursuant to Section 5 .3.2) and a Purchase Order as soon as reasonably practicable.
5.6 Each Approved Work Authorization and Purchase Order including those authorizations issued pursuant to Section 5.5 and 5.4.12.4 shall be incorporated into the Agreement by reference and subject to its terms and conditions and the Services contained therein shall be included within the Services.
5.7 Proposals, pricing, and quotes are not confidential and will not be treated as confidential even if marked confidential when submitted.
5.8 If SVP has determined that all Work Request are subject to this process then, except in the situations described in Section 5.4.12.4 and Section 5, Contractor shall not initiate services before a Work Authorization has been executed and/or Purchase Order has been issued.
SECTION 6. APPLICABLE LAWS AND REGULATIONS
6.1 Contractor shall be informed of and comply with all applicable present and future federal, state, and local regulations, ordinances and codes including but not limited to the Occupational Safety and Health Administration (OSHA) and the California Department of Industrial Relations and State Division of Industrial Safety.
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6.2 Where any applicable laws or ordinances conflict with the City’s requirements, the more stringent requirement(s) shall be followed. Contractor's failure to be thoroughly familiarized with the provisions of any applicable federal, state, and local regulations, ordinances and codes shall not relieve Contractor from compliance with the obligations and penalties resulting therefrom.
SECTION 7. PERMITS AND LICENSES
7.1 Contractor shall obtain, maintain, and pay for all licenses, permits, and certificates required by any statute, ordinance, rule, or regulation.
SECTION 8. CONTRACTOR’S EQUIPMENT, TOOLS, AND MATERIALS
8.1 All equipment, tools (including any specialty tooling), and materials required for the execution of the work shall be provided by Contractor. City will not loan tools or equipment to Contractor. Neither the Contractor nor its workers shall attempt to borrow tools or other materials from SVP personnel.
8.2 Tools and equipment shall be kept in proper operating condition and used only for the purpose for which they were designed. SVP reserves the right to suspend work if improper tools or equipment are being used or operated.
8.3 Tools and equipment shall be safely stored overnight under lock and key. Loss of any tools or equipment shall be reported immediately to SVP.
8.4 All vehicles, equipment, and ladders shall be secured when not in use. Keys shall not be left in any vehicles or equipment when not in use. SVP will not be responsible for the loss of tools, equipment, or materials.
SECTION 9. SAFETY
9.1 Safety must always be the top priority. Contractor must take all necessary precautions for the safety of all persons on the work site. Contractor must erect and properly maintain at all times, as required by the conditions and progress of the work, all necessary safeguards for the protection of all persons and the public including posting danger signs and warnings against known or unusual hazards.
9.2 Contractor shall maintain an effective Injury and Illness Prevention Program (IIPP) in writing pursuant to Section 3203, Title 8 of the California Code of Regulations (CCR). The written plan shall include specific instructions with regard to hazards unique to the employee's job assignment. At City’s request, a copy of the Contractor’s IIPP shall be submitted to the City prior to the execution of an agreement and be made available on-site.
9.3 Contractor shall schedule safety inspections as necessary and as may be requested by the City to identify and correct unsafe conditions and work practices. The City reserves the right to accompany Contractor during these inspections.
Agreement with Statewide Traffic Safety and Signs dba Statewide Safety Systems Rev. 07-01-18
9.4 Contractor’s employees (including any subcontractors) shall utilize appropriate Personal Protective Equipment (PPE) and Fire Resistant (FR) clothing, as required. Any required PPE and FR clothing shall be provided at the expense of Contractor.
9.5 When requested by the City, Contractor shall provide an on-site Safety Manager/Supervisor to ensure compliance with all applicable Safety rules and regulations, perform daily audits and submit daily reports to the City that identify discrepancies or non-compliance, provide direction in regards to safety rules and regulations to Contractor Supervisor and Contractor employees.
SECTION 10. INJURY/PROPERTY DAMAGE
10.1 Contractor shall notify the City immediately in the event of an injury or property damage that occurs during the performance of the services. Contractor shall investigate the reported injury or damage upon request from SVP and provide SVP with regular updates including all accident reports until the investigation is resolved. SVP reserves the right to perform its own investigation. Should SVP choose to conduct its own investigation, Contractor shall assist as required.
SECTION 11. CONTRACTOR PERSONNEL
11.1 Project Manager/On-Site Supervisor
11.1.1 Contractor must designate one (1) Project Manager or On-Site Supervisor to communicate with the City during performance of work.
The Project Manager/On-Site Supervisor is the designated point of contact for the City to communicate work tasks and receive feedback.
The Project Manager/On-Site Supervisor must be capable of communicating effectively with SVP staff.
11.2 Staffing
11.2.1 Contractor shall be responsible for its employees' professional and technical competence and will select appropriate individuals who are qualified, certified, and/or licensed to perform the assigned task.
11.2.2 Contractor shall ensure its employees and any subcontractors supply proper identification when requested by the City.
11.2.3 Contractor shall inform SVP immediately of any change in key personnel assigned to this agreement. Contractor shall submit the resumes and other qualifications of the proposed replacement employee(s) to SVP for review and approval.
11.3 Employee Training
Agreement with Statewide Traffic Safety and Signs dba Statewide Safety Systems Rev. 07-01-18
11.3.1 At Contractor’s sole cost and expense, Contractor shall provide recurring, periodic (no less than annual) training to its employees (including subcontractors) appropriate to the duties and responsibilities of each employee.
11.3.2 It is essential that all employees be thoroughly trained and familiar with the equipment and procedures to be followed.
11.3.3 Training shall follow Contractor’s standard policies and procedures and shall be in compliance with all applicable federal, state, and local laws, including but not limited to safety and injury prevention training requirements contained in the OSHA standards.
11.3.4 Contractor shall be familiar with SVP’s operating standards. All employees are required to watch SVP’s safety video once per calendar year or prior to the commencement of work.
11.3.5 At the City’s request, Contractor shall submit copies of training records for its employees.
11.4 Standards of Conduct
11.4.1 Contractor shall be solely responsible for its employees while on or about the work site, including but not limited to, maintaining discipline, ensuring standards of conduct are adhered to, and enforcing safety policies, procedures, and orders. Contractor shall ensure that while on or about the work site, its employees do not:
11.4.2 Display a discourteous, abrupt, abrasive, or belligerent attitude.
11.4.3 Possess or use alcohol, narcotics, firearms, or illegal drugs.
11.4.4 Use any prescribed or over-the-counter medications which can potentially impair the employee's ability to perform the work safely.
11.4.5 Present or identify themselves as employees of the City of Santa Clara.
11.4.6 Possess any firearms, narcotics, drugs, intoxicants, or other restricted materials while on the premises.
11.4.7 The City reserves the right, at its sole discretion, to refuse the services of any particular Contractor employee.
11.4.8 In the event that a complaint is made against a Contractor employee, Contractor shall notify the City immediately and provide a written explanation detailing how the situation was resolved.
SECTION 12. EBUILDER
Agreement with Statewide Traffic Safety and Signs dba Statewide Safety Systems Rev. 07-01-18
12.1 When required by City, Contractor shall use utilize e-Builder for submission of data and documents throughout the term of this agreement.
12.2 e-Builder is a web-based construction management application hosted by e- Builder, Inc. For certain projects to be defined by the City, e-Builder shall be the primary means of project information submission and management or as otherwise agreed upon with the City.
12.3 The City will establish the Contractor's access to e-Builder by providing licenses to Contractor’s personnel at City’s cost. The Contractor’s designated users will be required to set up their computers/systems to use e-Builder in accordance to the e-Builder User Training Guide. The City reserves the right to limit the licenses issued to Contractor in the future.
12.4 Contractor is required to obtain all necessary training to use the software. The City will provide one classroom training or a web-based seminar. A training session is 1 - 2 hours.
12.5 e-Builder is a web-based environment and therefore it is subject to the inherent speed and connectivity limitations of the Internet. Contractor is responsible for its own connectivity to the Internet. e-Builder’s response time is dependent on the Contractor's equipment, including processor speed, Internet access speed, etc., and current traffic on the Internet. The City will not be liable for any delays associated with the usage of e-Builder including, but not limited to slow response time, downtime periods, connectivity problems, or loss of information. The Contractor shall ensure connectivity to the e-Builder system whether at the home office or job site. Under no circumstances will the usage of e-Builder be grounds for a time extension or cost adjustment to the Agreement.
12.6 Data entered in a collaborative mode (entered with the intent to share as determined by permissions and workflows within the e-Builder system) by the City and the Contractor will be jointly owned.
12.7 Contractor is responsible for managing, tracking, and documenting the work to comply with the requirements of this Agreement. The City's acceptance via automated system notifications or audit logs extends only to the face value of the submitted documentation and does not constitute a validation of the Contractor's submitted information.
12.8 At the City’s sole discretion, project documents may be processed and distributed digitally over the internet or may be required to be presented in hard copy format.
12.9 While regular email may still be used for communication, when requested by the City, e-Builder shall be utilized as much as possible in connection with all document and information management required in the performance of projects where City has directed the use of e-Builder. Contractor shall be responsible for scanning or otherwise converting to electronic format all project submittals and Agreement with Statewide Traffic Safety and Signs dba Statewide Safety Systems Rev. 07-01-18
Contractor correspondence, drawings, sketches, etc., and uploading them to the e-Builder website and shall be responsible for the validity of the information placed in e-Builder. The Contractor shall utilize the existing forms and processes in e-Builder to the maximum extent possible. If a required form does not exist in e-Builder, the Contractor shall include a form of its own or one provided by the City (if available) as an attachment to a submittal or process. Documents and information to be submitted electronically include, but are not limited to:
12.9.1 Correspondence
12.9.2 Meeting Minutes
12.9.3 Submittals and Shop Drawings
12.9.4 Product Data, reports, certifications, etc. must be submitted in PDF. (If a sample can be scanned, it is requested that a scanned PDF copy be submitted with the sample.
12.9.5 Requests for Information (RFI’s)
12.9.6 Submittals and Shop Drawings
12.9.7 Change Order requests and documentation, including record copies of change orders, proposals, and modifications.
12.9.8 Pay Applications
12.9.9 “Official” correspondence (such as letters) including informal correspondence, such as email.
12.9.10 Pre-Task Plans (PTPs)
12.9.11 Daily Construction Reports and other Daily Reports including Contractor Quality Control (CQC) Report
12.9.12 All official reports, such as Commissioning reports
12.9.13 Notices and Claims
12.9.14 Operations and Maintenance Manuals
12.9.15 All Close-out documents, and
12.9.16 All testing results
12.10 Archive Copies: When requested by City, Contractor shall keep an archive copy of all digital data created by Contractor, or submitted to Contractor via e-mail, or resident on the e-Builder for the duration of the Project. Such data shall be Agreement with Statewide Traffic Safety and Signs dba Statewide Safety Systems Rev. 07-01-18
available to City, and authorities with the jurisdiction (including funding agencies or representatives) on demand.
12.11 Should the City replace e-Builder with a different project management tool, Contractor, and subcontractors shall be required to utilize the new project management tool selected by the City
Agreement with Statewide Traffic Safety and Signs dba Statewide Safety Systems Rev. 07-01-18
EXHIBIT B
SCHEDULE OF FEES AND PAYMENT PROVISIONS
SECTION 1. MAXIMUM COMPENSATION
The maximum compensation payable to Contractor under this Agreement shall not exceed the amount in Section 6 (Compensation and Payment) of this Agreement.
SECTION 2. RATES
2.1 Rates. Contractor shall quote and invoice all services at the rates listed in Appendix B1 (Rate Sheet) attached and incorporated by reference.
2.2 Rates listed in Appendix B1 are fully burdened and will remain fixed for the first t
wo (2) years of the Agreement.
2.3 Rate Increase. C ontractor shall notify the City ninety (90) days in advance of any proposed rate increase. Rates may be negotiated no more than once annually.
Any rate increases are subject to approval by the City and must be substantiated by the Contractor to the satisfaction of the City. All rate adjustments must be approved by the City through an amendment to this Agreement . References to alternate rates in quotes that have not been separately authorized pursuant to this section are not approved.
2.4 Reimbursable Expenses. Any and all reimbursable expenses related to each Work A
uthorization or Purchase Order shall be described in Contractor’s Proposal as set forth in Section 8 of Exhibit A and accounted for in the total cost for each Proposal, Work Authorization, and Purchase Order. Expenses shall be reimbursable only to the extent that (1) Contractor submits sufficient documentation to City that the expenses were directly incurred in providing the required Services, (2) Contractor demonstrates that such expenses aren’t included in the hourly rate where applicable, (3) such expenses were approved in advance pursuant to Section 4 of Exhibit A, (4) Contractor submits receipts, invoices, or other supporting documentation demonstrating that such reimbursable costs were incurred.
Reimbursable Expense Schedule Mark Up
1. The cost of mailing, shipping and/or delivery of any documents or materials.
No Markup
2. The cost of photographing, printing, reproducing
and/or copying any documents or materials.
No Markup
3. Charges for outside services (including subcontractor fees, equipment, materials, and facilities not
furnished directly by Contractor).
No Markup
4. Other reimbursable expenses with prior written
approval from the City
No Markup
Agreement with Statewide Traffic Safety and Signs dba Statewide Safety Systems Rev. 07-01-18
Reimbursable Expense Schedule Mark Up
5. Allowable mileage will be charged at the prevailing
IRS rate per mile.
No Markup
6. Unless approved in writing (e-mail acceptable) in
advance, meals, lodging, and related per diem shall
not exceed the rates outlined by United States
General Services Administration (GSA).
https://www.gsa.gov/travel-resources. Airfare or
rental car, where applicable shall be at economy
rates.
No Markup
SECTION 3. PAYMENT PROVISIONS
3.1 Contractor shall provide an invoice to the City on a monthly basis for services completed in the immediately preceding month. The invoice must include the following information:
3.1.1 Invoice Number, Purchase Order Number, and Invoice Period.
3.1.2 Current amount due with a time and materials breakdown: titles, hours, and hourly rates,
3.1.3 Traffic Control Work Order Report signed by the SVP staff person that is in charge at the site.
3.1.4 Each invoice shall provide sufficient detail for City to verify that the rates in Appendix B1 are charged and invoices shall include sufficient detail to compare to certified payroll submittals for accuracy.
3.2 Pre-P
ayment. City shall not be required to pay a deposit or any other form of pre- payment prior to Contractor beginning work.
3.3 Payment Limited to Satisfactory Work. Cont ractor is not entitled to any payments until the City concludes that the services and/or any furnished deliverables have been satisfactorily performed.
3.4 Recalculation. T
he City may recalculate and pay invoices based on the rates established in this Agreement.
3.5 Disputed Invoices. If the City in good faith disputes any portion of an invoice, the City shall pay the undisputed portion of the invoice and submit written notice to Contractor regarding the disputed amount. The notice shall include documentation supporting the disputed amount.
3.6 Payment. I
f there are no discrepancies or deficiencies in the submitted invoice and Contractor has submitted all required Certified Payroll, City shall process the Agreement with Statewide Traffic Safety and Signs dba Statewide Safety Systems Rev. 07-01-18
invoice for payment. City will make payments to Contractor within thirty (30) days after the date of approval of each invoice
Agreement with Statewide Traffic Safety and Signs dba Statewide Safety Systems Rev. 07-01-18
APPENDIX B1 TO EXHIBIT B
RATE SHEET
SECTION 3. LABOR RATES
Row # Description
Unit of
Measure Rate
1 Labor charge per traffic control person from 6:30
a.m. – 3:30 pm; Monday – Friday (4-hour
minimum)
Hour $130.00
2 Labor charge per traffic control person from 3:30
p.m. – 6:30 pm; Monday – Friday (4-hour
minimum)
Hour $135.00
3 Labor: Holidays/Weekends (4-hour minimum) Hour $200.00 H
ourly rates include basic traffic control items such as cones, personal protective equipment, one truck per 2-person crew, and transportation to and from job sites.
Holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, California Admission Day, Indigenous Peoples’ Day, Veterans Day, Thanksgiving, Christmas Day
SECTION 4. RENTAL RATES
SKU# Description Daily Rate Weekly
Rate
4-Week Rate
Towable & Truck Equipment
RT30090 Arrow Board $95.00 $225.00 $750.00
RT40056 Speed Monitoring Radar Trailer $60.00 $200.00 $500.00 RT40067 Speed Feedback Sign "CALTRANS" $90.00 $300.00 $750.00 RT20050 Message Board $225.00 $550.00 $1,800.00
RE60145 Light Tower (plus fuel) $110.00 $340.00 $950.00 RE60165 Balloon Light with Generator $50.00 $160.00 $400.00 RT60501 Truck Mounted Attenuator (TMA)
Truck (No Driver; $0.75/Mile + Fuel)
$600.00 $2,000.00 $5,000.00
RT07502 TMA Trailer Nevada Only) $150.00 $600.00 $1,800.00 RT08079 Automated Flagging Assistance
Device (AFAD) Automated Flagger
(Set of 2)
$400.00 $1,200.00 $3,600.00
RT50500 Portable Traffic Signal (Set of 2) $800.00 $2,200.00 $5,500.00 RT30177 Airport X Marker (Plus Fuel) $300.00 $1,150.00 $2,850.00 Specialty Barricades and Barriers
RJ02013 Crowd Control (Bike Rack / Parade) $5.00 $20.00 $50.00 RT07558 Water Wall Barrier $10.00 $35.00 $100.00
Agreement with Statewide Traffic Safety and Signs dba Statewide Safety Systems Rev. 07-01-18
SKU# Description Daily Rate Weekly
Rate
4-Week Rate
RT07589 K-Rail (Concrete) 10' 4-Week
Minimum
Call Call Call
RT07591 K-Rail (Concrete) 20' 4-Week
Minimum
Call Call Call
RT07588 K-Rail Lifter $90.00 $250.00 $650.00
RT07494 Absorb-350 2-Element $75.00 $220.00 $600.00
RT07520 Absorb-350 TL-2 5-Element $95.00 $270.00 $700.00 RT07521 Absorb-350 TL-3 9-Element $130.00 $400.00 $1150.00 RT07073 Absorb-350 Additional Element A $10.00 $40.00 $100.00 RT07075 Absorb-350 Additional Element B $10.00 $40.00 $100.00 RT072013 Absorb M TL-2 (Mash) $95.00 $260.00 $700.00
RT072012 Absorb M TL-3 (Mash) $115.00 $350.00 $1000.00
RT07018 Sled TL-2 $95.00 $275.00 $750.00
RT07020 Sled TL-3 $125.00 $365.00 $975.00
RT06015 Sand Filled CC - 2100 $5.00 $20.00 $50.00
RT06016 Sand Filled CC - 1400 $5.00 $20.00 $50.00
RT06019 Sand Filled CC - 700/400/200 $5.00 $20.00 $50.00 RT06017 Crash Cushion Lifting Clamp $25.00 $100.00 $250.00 Construction Signs / Stands / TC Equipment
RT01159 28" Cone, 10-lb. Base (Day/Night) $1.00 /////
RT02512 Delineator Post with Base $1.00
RT02540 Delineator Base Only $0.35
RT02523 Traffic Drum with Base $4.00
RS03200 Small Aluminum Sign (< 36") $3.00
RS03100 Large Aluminum Sign (36" - 60") $4.00
RS03300 X Large Aluminum Sign (60" >) $6.00
RT03099 Type I Barricade / No Parking Sign $1.00
RT03147 Type II Barricade $1.50
RT03113 Type III Barricade $4.00
RT04076 Barricade Light $0.65
RT03790 Type III Crash Worthy Barricade $8.50
RS10991 Roll-Up Sign with Brace $5.00
RS08191 Sign Stand with Spring $8.00
RW08227 Warning Flags $0.50
Miscellaneous
RE10053 12" Beacon Head with Battery $20.00 $70.00 $175.00 RE10064 Solar Beacon Head with Battery $45.00 $120.00 $300.00 RT08059 Rumble Strips (Set of 12) $175.00 $520.00 $1,300.00 Agreement with Statewide Traffic Safety and Signs dba Statewide Safety Systems Rev. 07-01-18
EXHIBIT C - INSURANCE REQUIREMENTS
Without limiting the Contractor’s indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect, at its sole cost and expense, the following insurance policies with at least the indicated coverages, provisions and endorsements:
A. COMMERCIAL GENERAL LIABILITY INSURANCE
1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$2,000,000 Each occurrence
$2,000,000 General aggregate
$2,000,000 Products/Completed Operations aggregate
$2,000,000 Personal Injury
2. Exact structure and layering of the coverage shall be left to the discretion of Contractor; however, any excess or umbrella policies used to meet the required limits shall be at least as broad as the underlying coverage and shall otherwise follow form.
3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Contractor to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a “pay on behalf” basis with defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.
B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned, non-owned and hired autos.
Agreement with Statewide Traffic Safety and Signs dba Statewide Safety Systems Rev. 07-01-18
C. WORKERS’ COMPENSATION
1. Workers’ Compensation Insurance Policy as required by statute and employer’s liability with limits of at least one million dollars ($1,000,000) policy limit Bodily Injury by disease, one million dollars ($1,000,000) each accident/Bodily Injury and one million dollars ($1,000,000) each employee Bodily Injury by disease.
2. The indemnification and hold harmless obligations of Contractor included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Contractor or any subcontractor under any Workers’ Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).
3. This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents.
D. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.
1. Additional Insureds.
City of Santa Clara, its City Council, commissions,
officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Contractor’s work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85 or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.
2. Primary and non-co
ntributing. Each insurance policy provided by
Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the Indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance Indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor’s insurance.
3. Cancellation.
a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non-payment of premiums shall be effective until written notice has been given to City at least ten (10) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of non-renewal.
Agreement with Statewide Traffic Safety and Signs dba Statewide Safety Systems Rev. 07-01-18
b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of non- renewal.
4. Other Endorsements. Other endorsements may be required for policies other than the commercial general liability policy if specified in the description of required insurance set forth in Sections A through D of this Exhibit C, above.
E. ADDITIONAL INSURANCE RELATED PROVISIONS
Cont
ractor and City agree as follows:
1. Contractor agrees to ensure that subcontractors, and any other party inv
olved with the Services who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.
2. Contractor agrees to be responsible for ensuring that no contract used by any p
arty involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.
3. The City reserves the right to withhold payments from the Contractor in the event of material noncompliance with the insurance requirements set forth in this Agreement.
F. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, Agreement with Statewide Traffic Safety and Signs dba Statewide Safety Systems Rev. 07-01-18
satisfactory to City and as described in this Agreement. Contractor shall file with the City all certificates and endorsements for the required insurance policies for City’s approval as to adequacy of the insurance protection.
G. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement.
Upon City’s request, Contractor shall submit to City copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be mailed to:
EBIX Inc.
City of Santa Clara Electric Department
P.O. Box 100085 – S2 or 1 Ebix Way
Duluth, GA 30096 John’s Creek, GA 30097
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
H. QUALIFYING INSURERS
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.
Agreement with Statewide Traffic Safety and Signs dba Statewide Safety Systems Rev. 07-01-18
EXHIBIT D
LABOR COMPLIANCE EXHIBIT
This Exhibit is subject to the requirements of California Labor Code section 1720 et seq. requiring the payment of prevailing wages, the training of apprentices, and compliance with other applicable requirements.
A. Prevailing Wage Requirements
1. Contractor shall be obligated to pay not less than the General Prevailing Wage Rate, which can be found at www.dir.ca.gov and are on file with the City Clerk’s office, which shall be available to any interested party upon request. Contractor is also required to have a copy of the applicable wage determination posted and/or available at each job site.
2. Specifically, contractors are reminded of the need for compliance with Labor Code Section 1774- 1775 (the payment of prevailing wages and documentation of such), Section 1776 (the keeping and submission of accurate certified payrolls) and 1777.5 in the employment of apprentices on public works projects. Further, overtime must be paid for work in excess of 8 hours per day or 40 hours per week pursuant to Labor Code Section 1811- 1813.
3. Special prevailing wage rates generally apply to work performed on weekends, holidays and for certain shift work. Depending on the location of the project and the amount of travel incurred by workers on the project, certain travel and subsistence payments may also be required. Contractors and subcontractors are on notice that information about such special rates, holidays, premium pay, shift work and travel and subsistence requirements can be found at www.dir.ca.gov.
4. Only bona fide apprentices actively enrolled in a California Division of Apprenticeship Standards approved program may be employed on the project as an apprentice and receive the applicable apprenticeship prevailing wage rates. Apprentices who are not properly supervised and employed in the appropriate ratio shall be paid the full journeyman wages for the classification of work performed.
5. As a condition to receiving progress payments, final payment and payment of retention on any and all projects on which the payment of prevailing wages is required, Contractor agrees to present to City, along with its request for payment, all applicable and necessary certified payrolls (for itself and all applicable subcontractors) for the time period covering such payment request. The term “certified payroll” shall include all required documentation to comply with the mandates set forth in Labor Code Section 1720 et seq, as well as any additional documentation requested by the City or its designee including, but not limited to: certified payroll, fringe benefit Agreement with Statewide Traffic Safety and Signs dba Statewide Safety Systems Rev. 07-01-18
statements and backup documentation such as monthly benefit statements, employee timecards, copies of wage statements and cancelled checks, proof of training contributions (CAC2 if applicable), and apprenticeship forms such as DAS-140 and DAS-142.
6. In addition to submitting the certified payrolls and related documentation to City, Contractor and all subcontractors shall be required to submit certified payroll and related documents electronically to the California Department of Industrial Relations. Failure to submit payrolls to the DIR when mandated by the project parameters shall also result in the withholding of progress, retention and/or final payment.
7. No contractor or subcontractor may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)].
8. No contractor or subcontractor may be awarded a contract for public work on a public works project, unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. Contractors MUST be a registered “public works contractor” with the DIR AT THE TIME OF BID. Where the prime contract is less than $15,000 for maintenance work or less than $25,000 for construction alternation, demolition or repair work, registration is not required.
9. All contractors/subcontractors and related construction services subject to prevailing wage, including but not limited to: trucking, surveying and inspection work must be registered with the Department of Industrial Relations as a “public works contractor”. Those you fail to register and maintain their status as a public works contractor shall not be permitted to perform work on the project.
10. Should any contractor or subcontractors not be a registered public works contractor and perform work on the project, Contractor agrees to fully indemnify the City for any fines assessed by the California Department of Industrial Relations against the City for such violation, including all staff costs and attorney’s fee relating to such fine.
11. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.
B. Audit Rights
All records or documents required to be kept pursuant to this Agreement to verify compliance with this Exhibit shall be made available for audit at no cost to City, at any time during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of such records or documents shall be provided to City for audit at City Hall when it is Agreement with Statewide Traffic Safety and Signs dba Statewide Safety Systems Rev. 07-01-18
practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records or documents shall be made available at Contractor’s address indicated for receipt of notices in this Agreement.
C. Enforcement
1. City shall withhold any portion of a payment; including the entire payment amount, until certified payroll forms and related documentation are properly submitted, reviewed and found to be in full compliance. In the event that certified payroll forms do not comply with the requirements of Labor Code Section 1720 et seq., City may continue to hold sufficient funds to cover estimated wages and penalties under the Agreement.
2. Based on State funding sources, this project may be subject to special labor compliance requirements of Proposition 84.
3. The City is not obligated to make any payment due to Contractor until Contractor has performed all of its obligations under these provisions. This provision means that City can withhold all or part of a payment to Contractor until all required documentation is submitted. Any payment by the City despite Contractor’s failure to fully perform its obligations under these provisions shall not be deemed to be a waiver of any other term or condition contained in this Agreement or a waiver of the right to withhold payment for any subsequent breach of this Exhibit.
4. City or the California Department of Industrial Relations may impose penalties upon contractors and subcontractors for failure to comply with prevailing wage requirements. These penalties are up to $200 per day per worker for each wage violation identified; $100 per day per worker for failure to provide the required paperwork and documentation requested within a 10-day window; and $25 per day per worker for any overtime violation.
Agreement with Statewide Traffic Safety and Signs dba Statewide Safety Systems Rev. 07-01-18
EXHIBIT E
SAMPLE WORK AUTHORIZATION FORM
This work authorization (“Work Authorization”) is made pursuant to the Agreement for Service between the City of Santa Clara and Statewide Traffic Safety and Signs (dba Statewide Safety Systems), (“Agreement”). This Work Authorization is governed by the provisions of the Agreement and is hereby incorporated into that Agreement by reference. All Services shall be using the terms and rates included in the Agreement. In the event of any inconsistency between the terms and conditions of the Work Authorization and the Agreement, the terms and conditions of the Agreement shall govern and control.
PART A: GENERAL INFORMATION
WORK AUTHORIZATION
NUMBER:
Original
First Revised
Second Revised
Other Contract No.
Contractor Name/Address:
Expiration Date of Agreement:
Contractor’s Project Manager: Name: Email:
City’s Project Manager Name: Email:
Period of Performance for this
Work Order:
Start Date: Expected Completion Date:
Maximum Compensation of Agreement:
Previously Committed Funds:
Available Funds
Maximum Compensation for this Work Authorization
Remaining Available Funds
Sufficient funds are available in Fund #:
(to be completed by City)
Contractor Representative Name (Print)
Contractor Representative Signature
Contractor Representative Signature Date
City Project Manager Name (Print)
Authorized City Representative (Print)
City Representative Signature
City Representative Signature Date
* Authorized City Representatives include Electric Utility Assistant Director, Chief Electric Utility Operating Officer, Chief Electric Utility Officer
Agreement with Statewide Traffic Safety and Signs dba Statewide Safety Systems Rev. 07-01-18
PART B: SERVICES TO BE PERFORMED
1. REVISED WORK AUTHORIZATION
No
If yes, provide a brief description of the change(s).
2. SC
OPE O
F SERVICES TO BE PERFORMED
The Contractor shall perform the service(s) described below in accordance with all of the ter
ms and conditions of the Agreement. (Insert a detailed Scope of Services below or attach as a separate file.) Scope of Services and cost proposal shall meet all of the provisions of Section 5 of Exhibit A and Section 2 of Exhibit B.
Agreement with Statewide Traffic Safety and Signs dba Statewide Safety Systems Rev. 07-01-18
3. COMPENSATION
a. Basis of Compensation: Time & Materials Fixed Fee b. Reimbursable Expenses:
No expenses are reimbursable.
Expenses are separately reimbursable in the maximum amount of:
c. P
aymen
t Schedule:
Monthly Completion of Deliverable/Milestone Completion of Services
d. Payment Terms. Provide payment terms below or attach as a separate file. *P
ayment for on-site labor may not be paid in advance. On-site labor shall not be invoiced until completed and Customer will not make payment until certified payroll is approved.
4. L
IQUIDATED DAMAGES
Liquidated Damages do not apply.
Liquidated Damages apply as follows:
It is mutually agreed by Contractor and City that, in event completion of the Services to be provided by the Contractor under this Agreement is delayed beyond ___________________, 20___, City will suffer
damages and will incur other costs and expenses of a nature and amount which is difficult or impractical to determine. The Parties agree that by way of ascertaining and fixing the amount of damages, costs and expenses, and not by way of penalty, Contractor shall pay to City the sum of __________________________________dollars ($____________) per day in liquidated damages to a cap of _________. Contractor agrees that City may deduct the amount of said unpaid damages from any money due or that may become due to Contractor under this Agreement.
Notwithstanding the foregoing both Parties understand and agree that no liquidated damages shall accrue for delivery delays due to any modification of the Scope of Services, for delays caused by or attributable to the City, for delays caused by or attributable to third parties not under the direct control of Contractor or any force majeure event during the period of service of this Work Authorization.
Such liquidated damages shall be the City's sole and exclusive remedy for Contractor’s failure to meet the agreed delivery schedule.
Agreement with Statewide Traffic Safety and Signs dba Statewide Safety Systems Rev. 07-01-18
5. ACCEPTANCE CERTIFICATE
Acceptance Certificate not required.
Acceptance Certificate required:
Agreement with Statewide Traffic Safety and Signs dba Statewide Safety Systems Rev. 07-01-18
EXHIBIT F
SAMPLE TRAFFIC CONTROL
WORK ORDER REPORT
Agreement with Statewide Traffic Safety and Signs dba Statewide Safety Systems Rev. 07-01-18