ACTION:
____________________________
Clerk/Secretary
Department: Fire Item No: C6
Prepared by: Maia Hodge, Management Analyst Meeting Date: February 13, 2024 Approved by:
Gerard Washington, Fire Chief
John Conley, City Manager Agenda Location: Consent Calendar SUBJECT: GPS OPTICOM SYSTEM – AWARD OF CONTRACT
RECOMMENDATION: Adopt City Council Resolution No. 2024- , awarding a contract to DDL Traffic, Inc., for the City of Vista GPS Opticom System project.
CORRELATION TO CITY COUNCIL GOALS: Public Safety
PRIOR ACTION: On December 12, 2023, adopted City Council Resolution No. 2023-218, amending the Operating Budget for Fiscal Years 2023/24 and 2024/25, and amending the Capital Project Budget for Fiscal Years 2022/23 and 2023/24 (Vote: 5-0).
On June 27, 2023, adopted City Council Resolution No. 2023-117, approving the Fiscal Years 2023/24 and 2024/25 Operating Budget (Vote: 5-0).
STATEMENT ON THE SUBJECT: The Fire Department recommends the purchase of a new GPS Opticom System for all City of Vista intersections and emergency vehicles.
The GPS Opticom System will use coded infrared (IR) transmitters mounted on emergency vehicles to open traffic corridors. The Opticom IR platform communicates securely with the intersection’s traffic controller to request a temporary right-of-way for emergency vehicles to travel to the destination. The new GPS Opticom System uses technology to ensure that emergency response vehicles get to the destination quickly and safely by controlling the path to the scene, as well as potential obstacles such as other vehicles, and red lights.
Miovision Opticom™ (Opticom) priority control system is owned and manufactured by Global Traffic Technologies, LLC (GTT), a subsidiary of Miovision. Since 1968, Opticom has been the standard in emergency and transit priority traffic control. DDL Traffic, Inc. has been granted the right to distribute Opticom from Miovision or its affiliates within Southern California. This system is utilized by neighboring municipalities in San Diego County, throughout the Unites States, and internationally.
When there is only one individual or firm that can provide or is especially suited to provide the required professional service in a timely manner, the City of Vista is authorized under Vista Municipal Code (VMC) Section 3.08.060B4 to waive the competitive bid requirements.
AGENDA
REPORT
CITY COUNCIL
COMMUNITY DEVELOPMENT COMMISSION
SUCCESSOR AGENCY
BUENA SANITATION DISTRICT
JOINT POWERS FINANCING AUTHORITY
Approved above recommendation, adopted City Council Resolution No. 2024-15. Vote: 5-0.
MEETING DATE: February 13, 2024 PAGE 2
SUBJECT: GPS OPTICOM SYSTEM – AWARD OF CONTRACT
Staff reviewed the quote from DDL Traffic, Inc. and have determined that they are the only company authorized in Southern California to install and service the GPS Opticom System in a timely manner.
Therefore, staff recommend that the City Council award the contract for the purchase of a new GPS Opticom System including installation and service for all City of Vista intersections and emergency vehicles to DDL Traffic, Inc.
FISCAL IMPACT: The cost for DDL Traffic, Inc. to provide the GPS Opticom System is $1,173,757.55 (Exhibit 2). Sufficient funds are available in the Capital Improvement Project (CIP) No. 8367 Opticom System Project (source appropriation account 0026555.578999.8367).
EXHIBITS:
1.City Council Resolution No. 2024- , awarding a contract to DDL Traffic, Inc., for the City of Vista GPS Opticom System project
2.DDL Traffic, Inc. contract and quote
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00029213 7
RESOLUTION NO. 2024-
A RESOLUTION OF THE CITY COUNCIL OF THE CHARTERED CITY OF VISTA, CALIFORNIA, AWARDING A CONTRACT TO DDL TRAFFIC, INC.,
FOR THE CITY OF VISTA GPS OPTICOM SYSTEM PROJECT
The City Council of the City of Vista does resolve as follows:
1. Findings. The City Council hereby finds and declares the following:
A. On June 27, 2023, adopted City Council Resolution No. 2023-117, approving the Fiscal Years 2023/24 and 2024/25 Operating Budget (Vote: 5-0).
B. On December 12, 2023, adopted City Council Resolution No. 2023-218, amending the Operating Budget for Fiscal Years 2023/24 and 2024/25, and amending the Capital Project Budget for Fiscal Years 2022/23 and 2023/24 (Vote: 5-0).
The Fire Department recommends the purchase of a new GPS Opticom System for all City of Vista intersections and emergency vehicles. The new GPS Opticom System uses technology to ensure that emergency response vehicles get to the destination quickly and safely by controlling the path to the scene, other vehicles, and red lights.
C. DDL Traffic, Inc. is the only company authorized in Southern California to install and service the GPS Opticom System in a timely manner. The City will realize cost and time savings by waiving the competitive bid requirement authorized under Vista Municipal Code Section 3.08.060B4.
D. Sufficient funds are available in the CIP No. 8367 Opticom System Project (source appropriation account 0026555.578999.8367).
2. Action.
A. The City Council awards the contract to DDL Traffic, Inc., for the purchase and installation of a GPS Opticom System for all City of Vista intersections and emergency vehicles.
B. The City Manager is authorized to execute all necessary purchase documents on behalf of the City with DDL Traffic, Inc.
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EXHIBIT 1
RESOLUTION NO. 2024-
CITY COUNCIL OF THE CHARTERED CITY OF VISTA
PAGE 2
3. Adoption. PASSED AND ADOPTED at a meeting of the City Council of the City of Vista held on February 13, 2024, by the following vote:
AYES:
NOES:
ABSTAIN:
APPROVED AS TO FORM:
WALTER CHUNG, CITY ATTORNEY
By:
APPROVED
Walter C. Chung
20240126085611
JOHN B. FRANKLIN, MAYOR
ATTEST:
KATHY VALDEZ, CITY CLERK
By:
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00044811 3
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DDL TRAFFIC, INC.
City Services - Non-Construction - No RFP –Prevailing Wages
CONTRACT FOR SERVICES
THIS “CONTRACT” is entered into by and between the “Parties” as of ___________________ (“Contract Date”).
1.0 THE “PARTIES”
The “City”:
CITY OF VISTA, a chartered municipal
corporation
200 Civic Center Drive
Vista, CA 92084
Working Contact: Robbie Ford (760) 643-5340
Billing Contact: Maia Hodge (760) 643-5383
The “Contractor”
DDL TRAFFIC, INC., a California Stock Corporation
4195 Chino Hills Parkway, #337
Chino Hills, CA 91709
Contact: Adolfo Jimenez, Jr. (909) 240-5914
2.0 BASIC TERMS
2.1 Contractor has submitted to City a Proposal to perform certain “Services” dated October 23, 2023 (“Exhibit A”).
2.2 The “Project” for which the Services are required is described in Exhibit A.
2.3 Contractor desires to enter into this “Contract” with City for the Services.
2.4 The “Contract Ceiling Price” is $1,173,757.55.
3.0 CONTRACT TERM
3.1 This Contract shall take effect as of the Contract Date.
3.2 This Contract shall be in effect for 12 calendar months (“Term”). The Term may be extended at the City’s option for an additional 48 months, in increments of City’s choice, for a maximum Term of 60 months from the Contract Date.
3.3 City may terminate this Contract upon 30-days’ written notice to Contractor. In such event, or upon request of City, Contractor shall assemble all City documents in the Contractor's possession, put them in order for proper filing and closing, and deliver the documents to City. In the event of termination, Contractor shall be paid for work performed to the termination date. City shall make the final determination as to the portion of tasks completed and the compensation to be paid.
4.0 EXECUTION OF ADDITIONAL DOCUMENTS
As a condition precedent to the effectiveness of this Contract, the Contractor shall execute and deliver to City the following checked document packages:
Labor Law Compliance Form (This Contract may require the payment of prevailing wages.)
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EXHIBIT 2
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5.0 SCOPE
Contractor shall perform all Services including, labor, materials, software, supplies, reports, and documents for as may be required from time to time, in accordance with Exhibit A. The Services shall be complete, and all work, material and services not expressly called for in the Proposal which may be necessary to carry out the Contract in good faith, shall be performed by the Contractor at no increase in cost to City. In the event of a conflict between the provisions this Contract text and Exhibit A, this Contract text shall control.
6.0 COMPENSATION
6.1 City shall pay Contractor on a time and material rate as set forth in Exhibit A for the Services to be performed.
6.2 An invoice for payment shall be submitted in a form satisfactory to City. At a minimum, the invoice shall include: the purchase order number, the work order number, a description of the work performed, and a total amount.
6.3 Changes in, additions to, or deductions from the Services, including increases or decreases in the quantity of any item or portion of the Services, shall be set forth in a written change order executed by City and by the Contractor which shall specify:
6.3.1 The changes, additions, and deductions to be made.
6.3.2 The increase or decrease in compensation due the Contractor, if any.
6.3.3 Adjustment in the time of completion, if any.
6.4 Contract Ceiling Price
6.4.1 In no event shall City be liable for paying more than the Contract Ceiling Price for Contractor's services rendered under this Contract.
6.4.2 If it becomes foreseeable that Contractor will need to perform services such that the cumulative total of costs to City will exceed the maximum permitted by this Contract, any such cost overrun will be handled pursuant to the change order procedure in Chapter 3.08. City and Contractor recognize that City lacks authority to exceed the cost ceiling without the express authorization of the City Council. If the maximum cost to City for this Contract is exceeded unexpectedly, payment shall be made as mutually agreeable and disputes shall be handled pursuant to this Contract, but work shall cease as soon as is reasonably feasible once the cost ceiling plus allowable change orders, if any, is exceeded.
6.5 Except as provided in Exhibit A, Contractor shall not be reimbursed for any expenses incurred in rendering services under this Contract.
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7.0 CONTRACT DOCUMENTS
The Contract comprises the following documents including all additions, deletions, modifications and appendices and all addenda setting forth any modifications or interpretations of any of these documents: Documents required under Exhibits A–E.
8.0 TIME FOR COMPLETION AND COMMENCEMENT OF SERVICES
All Services under the Contract must be completed in compliance with the schedule in Exhibit A.
9.0 ASSISTANCE BY CITY
All information, data, records, reports, and maps as are in possession of City and necessary for the carrying out of this work shall be available to Contractor without charge. City shall make available to Contractor members of its staff for consultation with Contractor in the performance of this Contract. City does not warrant that the information data, records, reports, and maps heretofore or to be provided to Contractor are complete or accurate and Contractor should satisfy itself as to accuracy and completeness. City and Contractor agree that City shall have no liability should any information, data, records, reports, and maps be inaccurate, incomplete, or misleading. Unless provided in Exhibit A, no other assistance shall be provided by City to Contractor.
10.0 STANDARD OF PERFORMANCE
10.1 Contractor represents and warrants that it has the training, qualifications, experience, and facilities necessary to properly perform the Services required under this Contract in a thorough, competent, and professional manner. At all times Contractor shall faithfully, competently and to the best of its ability, experience, and talent, perform all services described herein. In meeting its obligations under this Contract, Contractor shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to those required of Contractor under this Contract.
10.2 Contractor shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the Term of this Contract. Contractor shall obtain any and all licenses, permits and authorizations necessary to perform the services set forth in this Contract, including any business licenses required by City. Neither City, nor any elected or appointed boards, officers, officials, employees, or agents of City, shall be liable, at law or in equity, as a result of any failure of Contractor to comply with this Section.
11.0 CONTRACTOR’S STATUS; CONTRACTOR’S EMPLOYEES
11.1 Contractor shall perform the services provided for herein in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling. Contractor is not to be considered an employee of City, nor shall any employees of Contractor be considered employees of City, for any purpose. Contractor shall be under the direction and control of City staff only as to the results to be accomplished. This Contract is not intended to create the relationship of partnership, joint venture, or association between City and Contractor.
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11.2 Contractor represents and warrants that all design professional services, if any, shall be provided by a person or persons duly licensed by the State of California to provide the type of services described in Exhibit A.
11.3 Neither Contractor, nor any of Contractor's officers, employees, or agents, shall obtain any rights to 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.
11.4 Contractor is aware of the requirements of the Immigration Reform and Control Act of 1986 and shall comply with those requirements, including, but not limited to, verifying the eligibility for employment of all of Contractor’s officers, employees, agents and subcontractors that are included in this Contract.
11.5 The payment made to Contractor pursuant to this Contract shall be the full and complete compensation to which Contractor and Contractor’s officers, employees, agents, and subcontractors are entitled for performance of any work under this Contract. Neither Contractor nor Contractor’s officers or employees are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to employees of the City. City will not make any federal or state tax withholdings on behalf of Contractor. City shall not be required to pay any workers' compensation insurance on behalf of Contractor.
11.6 Contractor agrees to defend and indemnify City for any obligation, claim, suit or demand for tax, retirement contribution including any contribution to the Public Employees Retirement System (PERS), social security, salary or wages, overtime payment, or workers' compensation payment which City may be required to make on behalf of Contractor or any employee of Contractor, or any employee of Contractor construed to be an employee of City, for work done under this Contract. This is a continuing obligation that survives the termination of this Contract.
12.0 CIVIL RIGHTS
12.1 Contractor agrees to comply with Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment Practices Act, the Americans with Disabilities Act of 1990, any other applicable federal and state laws and regulations hereinafter enacted.
12.2 Contractor shall not knowingly deny an opportunity or benefit, discriminate against or harass, any employee or applicant for employment on account of the person’s race, color, ethnicity, national origin, ancestry, religion, creed, veteran status, physical disability, mental disability, medical condition, marital status, sex, sexual orientation, age, or other status protected from workplace discrimination by state or federal law.
12.3 Contractor shall not knowingly give preferential treatment to any applicant for employment on the basis of race, color, ethnicity, national origin, ancestry, religion, creed, physical disability, mental disability, medical condition, marital status, sex, or sexual orientation.
12.4 This section shall be interpreted in a manner that is consistent with the California and United States Constitutions and applicable state and federal statutes governing workplace discrimination. The terms used in this section shall have the same meaning as defined in state statutes governing the same subject matter.
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12.5 Nothing in this section shall be interpreted as prohibiting bona fide occupational qualifications consistent with applicable state and federal law and reasonably necessary to the normal operation of Contractor. Nothing in this section shall be interpreted as prohibiting regulations and policies to prevent nepotism or conflicts of interest.
12.6 Nothing in this Section shall be interpreted as prohibiting action taken to establish or maintain eligibility for any federal program, where ineligibility would result in a loss of federal funds to City.
12.7 To the fullest extent permitted by law and without limitation by the other provisions of this Contract relating to indemnification and insurance, Contractor shall also indemnify, defend and hold harmless City, and its directors, officers, employees and agents from and against all liability (including without limitation all claims, damages, penalties, fines, and judgments, associated investigation and administrative expenses, and defense costs, including but not limited to reasonable attorneys' fees, court costs, and costs of alternative dispute resolution) resulting from any claim of discrimination or harassment, including but not limited to sexual harassment, arising from the conduct of the Contractor or any of the Contractor’s officers, employees, agents, licensees, or subcontractors. In the event of a discrimination or harassment complaint against any employee, agent, licensee or subcontractors of Contractor or its subcontractors, Contractor shall take immediate and appropriate action in response to such complaint, including, but not limited to termination or appropriate discipline of any responsible employee, agent, licensee, or subcontractors. The provisions of this Section survive completion of the services or termination of the Contract.
13.0 CONTROL OF SERVICES
Each Party shall appoint a representative who shall have the authority to represent and act for that Party (“Representative”). Any written or verbal directions or requests of City's Representative delivered to the Contractor’s Representative shall have the same force and effect as if delivered to the Contractor. The Contractor's Representative shall have the authority to sign any change order, coordinate the work of all subcontractors and make other decisions pertaining to the Contract.
14.0 ASSIGNMENT AND SUBCONTRACTING
14.1 Neither this Contract 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 the 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 Contract 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.
14.2 Contractor shall be fully responsible to the City for any acts and omissions of Contractor's subcontractor, including persons either directly or indirectly employed by subcontractor, in the event Contractor subcontracts any of the work to be performed under this Contract. Contractor's responsibility under this paragraph shall be identical to Contractor's liability for acts and omissions of Contractor and employees of the Contractor. Nothing contained in this Contract shall create any contractual relationship between City and any 02/13/2024 C6 9 of 23
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City Services - Non-Construction - No RFP –Prevailing Wages subcontractor of Contractor, but Contractor shall bind every subcontractor and every subcontractor of a subcontractor by the terms of this Contract applicable to Contractor's work, unless such change, omission, or addition is approved in advance in writing by the City Manager or the City Manager’s designee. All subcontractors are subject to the prior written review and approval of the City Manager or the City Manager’s designee.
15.0 LICENSES
If a license of any kind, which term is intended to include evidence of registration, is required of Contractor, its employees, agents, or subcontractors by federal, state, or local law, Contractor warrants that such license has been obtained, is valid and in good standing, and that any required bond has been posted in accordance with all applicable laws and regulations.
16.0 FINANCIAL RECORDS
16.1 Contractor shall maintain any and all documents, ledgers, books of account, invoices, vouchers, canceled checks, or records demonstrating or relating to Contractor’s performance of services pursuant to this Contract or evidencing or relating to expenditures and disbursements charged to City pursuant to this Contract. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Contractor pursuant to this Contract. Any and all such documents or records shall be maintained for three years from the date of execution of this Contract and to the extent required by laws relating to audits of public agencies and their expenditures. It is expressly understood and agreed that the provisions of this Section will survive termination of this Contract.
16.2 Any and all records or documents required to be maintained pursuant to this Section shall be made available for inspection, audit and copying, at any time during regular business hours, upon request by City or its Representative. Copies of such documents or records shall be provided directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Contractor's address indicated for receipt of notices in this Contract or the primary location from which services are rendered, whichever is closer.
17.0 OWNERSHIP OF DOCUMENTS
17.1 Upon delivery, the work product, including without limitation, all original reports, writings, recordings, drawings, files, computer code, and detailed calculations developed under this contract, are the property of City. Contractor agrees that all copyrights which arise from creation of the work pursuant to this contract shall be vested in City and hereby assigns, waives, and relinquishes all claims to copyright or other intellectual property rights in favor of City. City acknowledges that its use of the work product is limited to the purposes contemplated by the scope of Services and that Contractor makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of Services. If Contractor is providing copyrighted, proprietary materials in the performance of the Services, then the intellectual property provisions of Exhibit B shall prevail over the provisions of this section.
17.2 Contractor represents that it has secured all necessary licenses, consents, or approvals to use the components of any intellectual property, including computer software, used 02/13/2024 C6 10 of 23
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City Services - Non-Construction - No RFP –Prevailing Wages in the rendering of services and the production of the work product produced under this Contract, and that City has full legal title to and the right to reproduce such materials. The Contractor covenants to defend, indemnify and hold City harmless of any loss, claim or liability in any way related to a claim that they are violating or have violated any federal, state, or local laws, or any contractual provisions, relating to trade names, licenses, franchises, patents, or other means of protecting interests in products or inventions. Contractor shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked materials, equipment, devices, or processes used on or incorporated in the services and materials produced under this Contract. In case such materials, equipment, devices, or processes are held to constitute an infringement and their use is enjoined, Contractor, at its expense, shall: (a) secure for City the right to continue using the materials by suspension of any injunction or by procuring a license or licenses for the City; or (b) modify the materials so that they become non-infringing.
18.0 CONFIDENTIALITY
18.1 Contractor shall treat all information obtained from City in the performance of this Contract as confidential and proprietary to City. Contractor shall treat all records and work product prepared or maintained by Contractor in the performance of this Contract as confidential.
18.2 Contractor agrees that it will not use any information obtained as a consequence of the performance of work for any purpose other than fulfillment of Contractor’s scope of Services. Contractor will not disclose any information prepared for City or obtained from City or obtained as a consequence of the performance of work to any person other than City, or its own employees, agents or subcontractors who have a need for the information for the performance of Services under this Contract unless such disclosure is specifically authorized in writing by City.
19.0 CONFLICT OF INTEREST REQUIREMENT
Contractor agrees that, to the extent applicable, it shall comply with and be bound by all laws and regulations deriving from the relationship of the Contractor to the City, including the Political Reform Act (Government Codes Section 87100 et seq.) Chapters 2.32 or 2.33 of the Vista Municipal Code, the Community Redevelopment Act (Health & Safety Code 33000 et seq.) and all regulations promulgated thereunder (collectively “Conflict Laws”). As a condition precedent to the formation of this Contract, Contractor warrants and covenants that it is adequately informed regarding the obligations and duties imposed by the Conflict Laws and that to the best of Contractor's knowledge and belief, there exists no conflict of interest (under the laws) that would disqualify the Contractor from participation in any decisions arising out of the performance of this Contract. Prior to commencement of any work in the performance of this Contract, Contractor shall comply with any applicable requirements of Chapter 2.32 of the Vista Municipal Code, including any requirement to file a financial disclosure statement with the City Clerk.
Contractor further agrees that no employee, agent or subcontractor for Contractor shall perform any work for the City pursuant to this Contract which will violate the Conflict Laws.
20.0 PROHIBITION OF FINANCIAL INTEREST BY CITY OFFICIAL Contractor warrants and covenants to City that no City Official has or will have any current or future financial interest in this Contract as of the date approved, nor shall Contractor promise, offer, or enter into any written, oral or implied Contract, to provide any financial interest or remuneration of any kind or manner to any City official with respect to this Contract. For 02/13/2024 C6 11 of 23
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City Services - Non-Construction - No RFP –Prevailing Wages purposes of this Section, the term “City Official” shall mean and include any elected or appointed officer of City, any employee of City, or any spouse or financial dependent of a City official or employee. A violation of this provision shall render this Contract null and void and Contractor shall be subject to restitution of all fees or money paid or earned under this Contract.
21.0 INDEMNIFICATION
21.1 Contractor shall defend, indemnify and hold City and its officers, officials, employees, and volunteers (collectively, “Indemnitees”) harmless against any and all liability, loss, damage, fine, penalty, expense, claim or cost (including without limitation costs and fees of litigation) of every nature (collectively, “Liability”) arising out of or in connection with this Contract or its performance, including defects in design, except: (1) Liability caused by Indemnitees’ sole negligence or willful misconduct; or (2) for Liability caused by Indemnitees’ active negligence, in which case the indemnity received by Indemnitees shall be reduced by the amount: (i) that Indemnitees’ active negligence contributed to the Liability on a comparative basis; or (ii) such other amount as may be required by law (“Duty of Indemnification”).
21.2 Contractor, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against Indemnitees, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to activities or operations performed by or on behalf of the Contractor regardless of any prior, concurrent, or subsequent active or passive negligence by the Indemnitees. In the event there is more than one person or entity named in the Agreement as a Contractor, then all obligations, liabilities, covenants, and conditions under this instrument shall be joint and several.
22.0 INSURANCE AND BONDS
Contractor shall comply with the insurance provisions set forth in Exhibit C.
23.0 SERVICE OF NOTICE
23.1 Any notice, which either Party may desire to give to the other Party, must be in writing and may be given by personal delivery to the Party’s Representative or by overnight courier service to the Party’s address set forth in Section 1.0. Notice may also be given by mailing it by registered or certified mail, return receipt requested, to the other Party at the address set forth in Section 1.0. Any notice given by mail will be deemed given 48 hours after such notice is deposited in the United States mail, addressed as provided with postage fully prepaid.
23.2 A Party may change its address by giving notice as provided above, and the changed address shall thereafter be deemed to be the address set forth in Section 1.0.
24.0 LABOR LAW COMPLIANCE
California Labor Code Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Contractor hereby certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for worker’s compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.” 02/13/2024 C6 12 of 23
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25.0 SURVIVAL OF COVENANTS
Contractor’s obligations under Sections 17, 18 and 21 shall survive the termination of this Contract.
26.0 SPECIAL PROVISIONS
This Contract is subject to, and Contractor shall comply with, the special provisions referenced in Exhibit E, if any.
27.0 EXHIBITS
All documents referenced as exhibits in this Contract, or referenced in an exhibit to this Contract, are incorporated herein.
28.0 APPLICABLE LAW, VENUE
This Contract shall be construed and enforced under the laws of the State of California. If any action is commenced by any Party to this Contract, such action shall be filed in a court of competent jurisdiction within the County of San Diego, California.
29.0 Pursuant to Section 1781 of the Labor Code, Contractor is advised that certain work contemplated in this contract may be subject to the payment of prevailing wages and all other requirements of the Prevailing Wage Law. The prevailing wage of each job classification may be found by inquiry with the California Department of Industrial Relations. Contractor shall comply with all laws related to the performance of public work including, but not limited to, the employment of apprentices pursuant to Section 1777.5 of the Labor Code, work day/week hours and overtime rates pursuant to Sections 1813 and 1815 of the Labor Code and the obligation set forth in Sections 1774–1776 of the Labor Code in regards to payment of prevailing wages and to provide the City and the Department of Industrial Relations certified payrolls when required. A certified copy of all payroll records relative to this project shall be submitted to the City along with the related invoice. Receipt of certified payroll records is a prerequisite to receiving payment.
No Contractor or sub-Contractor 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. No Contractor or sub-Contractor 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. All Contractors and sub-Contractors must furnish electronic certified payroll records to the Labor Commissioner. This requirement applies to all public works projects, whether new or ongoing. Contractor is further advised that any prevailing wage work contemplated herein is subject to compliance monitoring and enforcement by the Department of Industrial Relations.
30.0 COUNTERPARTS; ELECTRONIC SIGNATURES; ELECTRONIC DELIVERY This Agreement may be executed in separate counterparts, none of which need contain the signatures of both Parties, and each of which, when so executed, shall be deemed an original and all together shall constitute and be one of the same instrument. The Parties agree that this 02/13/2024 C6 13 of 23
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00044811 3 Exhibit A
EXHIBIT A
CONTRACTOR’S PROPOSAL
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DDL Traffic Inc.Quote V102423-1
AGENCY PROJECT DATE INTERSECTION BID ITEM QTY.COST EA.TOTAL Vista Traffic Signal 10/24/2023 114 Intersections
42 Vehicles GTT 764 Phase Selector 95 $3,145.00 $298,775.00 Free 764 Phase Selector 19 $0.00 $0.00
GTT 3100 GPS Antenna 95 $3,123.00 $296,685.00
Free 3100 GPS Antenna 19 $0.00 $0.00
GTT 1070 GPS Cable 250'114 $425.00 $48,450.00
Pelco AB-1055 Clamp 114 $55.00 $6,270.00
NOTE: DDL Installation includes: 2 or 3 technicians
Bucket truck and truck, pulling cable, Installation of Antenna DDL Opticom GPS/IR Testing and Maint. Annually 114 $95.00 $10,830.00 DDL Installation (Optional)114 $750.00 $85,500.00
NOTE: Quote is based on GTT 5-1 Promotion. Buy 5 get 1 free.
Buy (5) 764, 3100, and 2100 get 1 free Total Savings $144,789 DDL Technical Support and Cabinet Set Up 114 $400.00 $45,600.00 NOTE: DDL Also discounted Installation and Tech Support GTT 2100 GPS Vehicle Kit 35 $3,671.00 $128,485.00 Bases on number of intersections Savings $35,000 Free 2100 GPS Vehicle Kit 7 $0.00 $0.00 DDL Vehicle Kit Installation (Optional)42 $1,050.00 $44,100.00 764 Extended Warranty (10 Year Total) Optional 114 $471.75 $53,779.50 3100 Extended Warranty (10 Yr. Total) Optional 114 $468.45 $53,403.30 2100 Extended Warranty (10 Yr. Total) Optional 42 $550.65 $23,127.30 Adolfo Jimenez Jr.
909-240-5914 Cell Total $1,095,005.10
800-289-6803 Office
[email protected] TAX: 8.25%$78,752.45
www.ddltraffic.com TOTAL COST $1,173,757.55
Quote Valid for 180 days
2131 S. Grove Ave., Suite H Ontario CA 9176102/13/2024 C6 16 of 23
00044811 3 Exhibit B
EXHIBIT B
NOT APPLICABLE TO THIS CONTRACT
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00044811 3 Exhibit C, Page 1 of 3
EXHIBIT C
INSURANCE REQUIREMENTS
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his agents, representatives, employees, or subcontractors. Nothing in these provisions shall limit Contractor’s Duty of Indemnification.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability (“CGL”): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products, completed operations, property damage, bodily injury, and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this Project/location or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1 (any auto), with limits no less than $2,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease.
Contractor shall also provide the additional coverages checked below and at least as broad as:
4. Professional Liability, with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate.
If the Contractor maintains higher limits than the minimums shown above, City requires and shall be entitled to coverage for the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either: the Contractor shall cause the insurer to reduce or eliminate such deductibles or self-insured retentions as respects City, its officers, officials, employees, and volunteers; or the Contractor shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claim administration, and defense expenses.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
1. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of with respect 02/13/2024 C6 18 of 23
00044811 3 Exhibit C, Page 2 of 3
to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired, or borrowed by or on behalf of the Contractor. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10, CG 11 85 or both CG 20 10 and CG 20 37 forms if later revisions used), unless otherwise approved in advance by City.
2. For any claims related to this Project, the Contractor’s insurance coverage shall be primary insurance as respects City, its officers, officials, employees, and volunteers.
Any insurance or self-insurance maintained by City, its officers, officials, employees, and volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.
3. Each insurance policy required by this clause shall provide that coverage shall not be canceled, except with notice to City.
Claims Made Policies
If any coverage required is written on a claims-made coverage form:
1. The retroactive date must be shown, and this date must be before the execution date of the contract or the beginning of contract work.
2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of contract work.
3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective, or start of work date, the Contractor must purchase extended reporting period coverage for a minimum of five (5) years after completion of contract work.
4. A copy of the claims reporting requirements must be submitted to City for review.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of no less than A: VII, unless otherwise acceptable to City.
Waiver of Subrogation
Contractor hereby agrees to waive rights of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by the Contractor, its employees, agents and subcontractors.
Verification of Coverage
Contractor shall furnish City with original certificates and amendatory endorsements, or copies of the applicable insurance language, effecting coverage required by this contract. All certificates and endorsements are to be received and approved by City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. City reserves the right to require 02/13/2024 C6 19 of 23
00044811 3 Exhibit C, Page 3 of 3
complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time.
Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a format least as broad as CG 20 38 04 13.
Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other circumstances.
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00044811 3 Exhibit D
EXHIBIT D
AGREEMENT TO COMPLY WITH CALIFORNIA LABOR LAW REQUIREMENTS
TO BE EXECUTED BY BIDDER AND SUBMITTED WITH BID
[Labor Code §§ 1720, 1771.1, 1725.5, 1773.3, 1773.8, 1775, 1776, 1777.5, 1813, 1860, 1861, 3700] The undersigned Contractor certifies that it is aware of and hereby agrees to fully comply with the following provisions of California law:
1. 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)]. No contractor or subcontractor of any tier may be awarded a contract for public work on a public works project without proof of registration with the Department of Industrial Relations pursuant to Labor Code section 1725.5.
This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.
2. Contractor acknowledges that this contract is subject to the provisions of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works and the awarding public agency (“Agency”) and agrees to be bound by all the provisions thereof as though set forth in full herein.
3. Contractor agrees to comply with the provisions of California Labor Code Section 1773.8 which requires the payment of travel and subsistence payments to each worker needed to execute the work to the extent required by law.
4. Contractor agrees to comply with the provisions of California Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Contractor shall, as a penalty to the Agency, forfeit not more than fifty dollars ($50) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of Industrial Relations for the work or craft in which the worker is employed for any public work done under the contract by Contractor or by any subcontractor.
5. Contractor agrees to comply with the provisions of California Labor Code Section 1776 which require Contractor and each subcontractor to (1) keep accurate payroll records, (2) certify and make such payroll records available for inspection as provided by Section 1776, and (3) inform the Agency of the location of the records. The Contractor is responsible for compliance with Section 1776 by itself and all of its subcontractors.
6. Contractor agrees to comply with the provisions of California Labor Code Section 1777.5 concerning the employment of apprentices on public works projects, and further agrees that Contractor is responsible for compliance with Section 1777.5 by itself and all of its subcontractors.
7. Contractor agrees to comply with the provisions of California Labor Code Section 1813 concerning penalties for workers who work excess hours. The Contractor shall, as a penalty to the Agency, forfeit twenty-five dollars ($25) for each worker employed in the execution of the contract by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the California Labor Code.
8. Registrations under Section 1725.5 expire annually at the end of June, and Contractor is responsible for verifying the renewal status of each subcontractor, of any tier, working on this Contract, and providing City with an updated list of all subcontractors and their registration status. Subcontractors who do not timely renew their registration must be removed from the job site until they are registered. The removal of a subcontractor for failure to be registered shall not be cause for any extension of time or additional compensation of any nature under the Contract.
9. Contractor shall provide to City, as a condition precedent to the payment of Contractor’s final retention, a complete list of all subcontractors who have worked on the Project, including their registration numbers. This list must be provided at least 30days prior to the payment of the final retention and shall be submitted under penalty of perjury.
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00044811 3 Exhibit E
EXHIBIT E
SPECIAL PROVISIONS
This Contract is subject to the following provisions, if checked:
1. State of California grant conditions, as attached.
2. Federal grant conditions, as attached.
3. Other conditions, as attached.
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