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2024 Agreement
City of Gilroy Agreement/Contract Tracking Today’s Date: December 5, 2023 Your Name: Susana Ramirez Contract Type: Services over $5k - Contractor - NO ENG OR DESIGN Phone Number: 408-846-0212 Contract Effective Date: (Date contract goes into effect) 12/4/2023 Contract Expiration Date: Until Project Completion Contractor / Consultant Name: (if an individual’s name, format as last name, first name) Cal-West Lighting & Signal Maintenance, Inc. 530 North Marburg Way San Jose, CA 95133 Taxpayer ID: 20-1716563 Signer’s Name/Title: Craig Geis/President Contract Subject: (no more than 100 characters) San Ysidro Lighting/Picnic Area Improvements Project No. 23-PW-281 Contract Amount: (Total Amount of contract. If no amount, leave blank) $178,200.00 By submitting this form, I confirm this information is complete: Date of Contract Contractor/Consultant name and complete address Terms of the agreement (start date, completion date or “until project completion”, cap of compensation to be paid) Scope of Services, Terms of Payment, Milestone Schedule and exhibit(s) attached Taxpayer ID or Social Security # and Contractors License # if applicable Contractor/Consultant signer’s name and title City Administrator or Department Head Name, City Clerk (Attest), City Attorney (Approved as to Form) Routing Steps for Electronic Signature Risk Manager City Attorney Approval As to Form City Administrator or Department Head City Clerk Attestation DocuSign Envelope ID: 41754C4A-6373-48EE-ACF2-B08AADD00DE3 TYPE OF PROCURMENT DOLLAR THRESHOLD / SIGNING AUTHORITY STAFF LEVEL DEPARTMENT HEAD CITY ADMINISTRATOR COUNCIL APPROVAL $0-$999.99 $1,000-$49,999.99 $50,000-$99,999.99 $100,000-Above EQUIPMENT /SUPPLIES/ MATERIALS Furniture, hoses, parts, pipe manholes, office supplies, fuel, tools, PPE items, etc… • Vendor selection at discretion of staff Payment Method Purchase Card or Payment Request (if vendor does not accept credit cards) • Informal bid/quotation – 3 quotes (verbal or written) • Purchasing Summary form w/ Purchasing Approval • Purchase Requisition Payment Method Purchase Order* • Informal bid/quotation – 3 written quotes • Purchasing Summary form w/ City Administrator Approval • Purchase Requisition Payment Method Purchase Order • Formal Bid • Advertisement • Council Approval • Purchase Requisition signed by City Administrator Payment Method Purchase Order GENERAL SERVICES Janitorial, landscape maintenance, equipment repair, installation, graffiti abatement, service inspections, uniform cleaning, etc… • Vendor selection at discretion of staff • May require insurance documents depending on scope/ nature of work Payment Method Purchase Card (if incorporated) Signed Payment Request (if so proprietor or partner) • Informal bid/quotation – 3 quotes (verbal or written) • Purchasing Summary form w/ Department Head Approval • Standard Agreement • Purchase Requisition Payment Method Purchase Order* • Informal Bid/RFP quotation – 3 written quotes • Purchasing Summary form w/ City Administrator Approval • Standard Agreement • Purchase Requisition Payment Method Purchase Order • Formal Bid/RFP/RFQ • Advertisement • Council Approval • Standard Agreement • Purchase Requisition Payment Method Purchase Order PROFESSIONAL SERVICES Consultants, architects, designers, auditors, etc... • Vendor selection at the discretion of staff • Purchase Summary Form w/ Purchasing Approval • Standard Agreement signed by Department Head • Purchase Requisition Payment Method Purchase Order • RFP/RFQ to at least 3 consultants • Purchase Summary Form w/ Department Head Approval • Standard Agreement • Purchase Requisition Payment Method Purchase Order • RFP/RFQ to a list of consultants • Evaluation Spreadsheet w/ City Administrator Approval • Standard Agreement • Purchase Requisition Payment Method Purchase Order • Formal RFP/RFQ • Advertisement • Council Approval • Standard Agreement signed by City Administrator • Purchase Requisition Payment Method Purchase Order DocuSign Envelope ID: 41754C4A-6373-48EE-ACF2-B08AADD00DE3 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 12/8/2023 Newfront Insurance Services 1435 N McDowell Blvd Ste 320 Petaluma, CA 94954 650-488-8565 WWW.TheABDteam.com Rod Sockolov Cert Request TechCertRequest@Newfront.com Cal-West Lighting & Signal Maintenance PO Box 612035 San Jose CA 95161-2035 77513876 3 3 City of Gilroy, its employees, officers, officials and volunteers is named as additional insured as respects general liability and automobile City of Gilroy 7351 Rosanna Street Gilroy, CA 95020-6141 Re: San Ysidro Lighting/Picnic Area Improvements Project No. 23-PW-281 liability per endorsements attached. A 1,000,000AR01RS23068410010/1/2023 10/1/2024 100,000 3 5,000 3 1,000,000 3 $5,000 BI & PD Deductible 2,000,000 2,000,0003 A BW03-STR-2300298-00 10/1/2023 10/1/2024 1,000,000 3 B 87262V230ALI 10/1/2023 10/1/2024 1,000,0003 1,000,0003 D 9347140-23 10/1/2023 10/1/2024 3 1,000,000Y 1,000,000 1,000,000 C Professional Liability 03104146 11/1/2023 11/1/2024 $2mil Occ/$2mil Aggregate/$25K retention C Pollution Liability 03104146 11/1/2023 11/1/2024 $1mil Occ/$1mil Aggregate/$5k retention Clear Blue Specialty Insurance Company 37745 StarStone National Insurance Company 25496 Allied World National Assurance Company 10690 State Compensation Insurance Fund 35076 77513876 | 23/24 GL AU EXC WC_Cal-West | Kat O'Bryan | 12/8/2023 2:13:11 PM (PST) | Page 1 of 4 DocuSign Envelope ID: 41754C4A-6373-48EE-ACF2-B08AADD00DE3 CG 20 10 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 2 POLICY NUMBER:AR01-RS-2306841-00 COMMERCIAL GENERAL LIABILITY CG 20 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS – SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s)Location(s) Of Covered Operations Blanket where required by written contract signed by both parties and the contract is executed prior to any loss Any location where required by written contract signed by both parties and the contract is executed prior to any loss Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1.Your acts or omissions; or 2.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1.All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2.That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. 77513876 | 23/24 GL AU EXC WC_Cal-West | Kat O'Bryan | 12/8/2023 2:13:11 PM (PST) | Page 2 of 4 DocuSign Envelope ID: 41754C4A-6373-48EE-ACF2-B08AADD00DE3 Page 2 of 2 © Insurance Services Office, Inc., 2012 CG 20 10 04 13 C.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 77513876 | 23/24 GL AU EXC WC_Cal-West | Kat O'Bryan | 12/8/2023 2:13:11 PM (PST) | Page 3 of 4 DocuSign Envelope ID: 41754C4A-6373-48EE-ACF2-B08AADD00DE3 COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CA 20 48 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Endorsement Effective Date: SCHEDULE Name Of Person(s) Or Organization(s): Any and all jobs/projects of the insured, where any person or organization for whom you and such person or organization have agreed in writing, in a contract or agreement, that such person or organization be added as an additional insured on your policy, and executed prior to a claim. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II – Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I – Covered Autos Coverages of the Auto Dealers Coverage Form. Cal-West Lighting & Signal Maintenance BW03-STR-2300298-00 10/01/2023 77513876 | 23/24 GL AU EXC WC_Cal-West | Kat O'Bryan | 12/8/2023 2:13:11 PM (PST) | Page 4 of 4 DocuSign Envelope ID: 41754C4A-6373-48EE-ACF2-B08AADD00DE3 -1- 4835-2267-0361v1 LAC\04706083 AGREEMENT FOR SERVICES (For contracts over $5,000 – NON-DESIGN, NON-ENGINEERING TYPE CONTRACTOR) This AGREEMENT made this 4th day of December, 2023, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONTRACTOR: Cal-West Lighting & Signal Maintenance, Inc., having a principal place of business at 530 North Marburg Wy, San Jose, CA 95133. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on 12/4/2023 and will continue in effect through 6/30/2024 unless terminated in accordance with the provisions of Article 7 of this Agreement. Any lapse in insurance coverage as required by Article 5, Section D of this Agreement shall terminate this Agreement regardless of any other provision stated herein. ______ Initial ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONTRACTOR is an independent contractor and not an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONTRACTOR or any employee or agent of CONTRACTOR. Both parties acknowledge that CONTRACTOR is not an employee for state or federal tax purposes. CONTRACTOR shall not be entitled to any of the rights or benefits afforded to CITY’S employees, including, without limitation, disability or unemployment insurance, workers’ compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONTRACTOR shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONTRACTOR A.Specific Services CONTRACTOR agrees to: Perform the services as outlined in Exhibit “A” (“Specific Provisions”) and Exhibit “B” (“Scope of Services”), within the time periods described in Exhibit “C” (“Milestone Schedule”). B.Method of Performing Services CONTRACTOR shall determine the method, details and means of performing the above-described services. CITY shall have no right to, and shall not, control the manner or determine the method of accomplishing CONTRACTOR’S services. DocuSign Envelope ID: 41754C4A-6373-48EE-ACF2-B08AADD00DE3 -2- 4835-2267-0361v1 LAC\04706083 C. Employment of Assistants CONTRACTOR may, at the CONTRACTOR’S own expense, employ such assistants as CONTRACTOR deems necessary to perform the services required of CONTRACTOR by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONTRACTOR’S assistants in the performance of those services. CONTRACTOR assumes full and sole responsibility for the payment of all compensation and expenses of these assistants and for all state and federal income tax, unemployment insurance, Social Security, disability insurance and other applicable withholding. D. Place of Work CONTRACTOR shall perform the services required by this Agreement at any place or location and at such times as CONTRACTOR shall determine is necessary to properly and timely perform CONTRACTOR’S services. ARTICLE 4. COMPENSATION A. Consideration In consideration for the services to be performed by CONTRACTOR, CITY agrees to pay CONTRACTOR the amounts set forth in Exhibit “D” (“Payment Schedule”). In no event however shall the total compensation paid to CONTRACTOR exceed $162,000. B. Invoices CONTRACTOR shall submit invoices for all services rendered. C. Payment Payment shall be due according to the payment schedule set forth in Exhibit “D”. No payment will be made unless CONTRACTOR has first provided City with a written receipt of invoice describing the work performed and any approved direct expenses (as provided for in Exhibit “A”, Section IV) incurred during the preceding period. If CITY objects to all or any portion of any invoice, CITY shall notify CONTRACTOR of the objection within thirty (30) days from receipt of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not to pay any invoiced amounts to which it has objected until the objection has been resolved by mutual agreement of the parties. D. Expenses CONTRACTOR shall be responsible for all costs and expenses incident to the performance of services for CITY, including but not limited to, all costs of equipment used or provided by CONTRACTOR, all fees, fines, licenses, bonds or taxes required of or imposed against CONTRACTOR and all other of CONTRACTOR’S costs of doing business. CITY shall not be responsible for any expenses incurred by CONTRACTOR in performing services for CITY, except for those expenses constituting “direct expenses” referenced on Exhibit “A.” DocuSign Envelope ID: 41754C4A-6373-48EE-ACF2-B08AADD00DE3 -3- 4835-2267-0361v1 LAC\04706083 ARTICLE 5. OBLIGATIONS OF CONTRACTOR A. Tools and Instrumentalities CONTRACTOR shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONTRACTOR is not required to purchase or rent any tools, equipment or services from CITY. B. Workers’ Compensation CONTRACTOR agrees to provide workers’ compensation insurance for CONTRACTOR’S employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and indemnify CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation reasonable attorneys’ fees, arising out of any injury, disability, or death of any of CONTRACTOR’S employees. C. Indemnification of Liability, Duty to Defend As to all liability, to the fullest extent permitted by law, CONTRACTOR shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys’ fees, arising or resulting directly or indirectly from any act or omission of CONTRACTOR or CONTRACTOR’S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. D. Insurance In addition to any other obligations under this Agreement, CONTRACTOR shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability Insurance on a per occurrence basis, including coverage for owned and non-owned automobiles, with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, including the loss of use thereof. As a condition precedent to CITY’S obligations under this Agreement, CONTRACTOR shall furnish written evidence of such coverage (naming CITY, its officers and employees as additional insureds on the Comprehensive Liability insurance policy referred to in (a) immediately above via a specific endorsement) and requiring thirty (30) days written notice of policy lapse or cancellation, or of a material change in policy terms. DocuSign Envelope ID: 41754C4A-6373-48EE-ACF2-B08AADD00DE3 -4- 4835-2267-0361v1 LAC\04706083 E. Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONTRACTOR under this Agreement may be assigned or subcontracted by CONTRACTOR without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. F. State and Federal Taxes As CONTRACTOR is not CITY’S employee, CONTRACTOR shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONTRACTOR acknowledges and agrees that: • CITY will not withhold FICA (Social Security) from CONTRACTOR’S payments; • CITY will not make state or federal unemployment insurance contributions on CONTRACTOR’S behalf; • CITY will not withhold state or federal income tax from payment to CONTRACTOR; • CITY will not make disability insurance contributions on behalf of CONTRACTOR; • CITY will not obtain workers’ compensation insurance on behalf of CONTRACTOR. ARTICLE 6. OBLIGATIONS OF CITY A. Cooperation of City CITY agrees to respond to all reasonable requests of CONTRACTOR and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONTRACTOR’S duties under this Agreement. B. Assignment CITY may assign this Agreement or any duties or obligations thereunder to a successor governmental entity without the consent of CONTRACTOR. Such assignment shall not release CONTRACTOR from any of CONTRACTOR’S duties or obligations under this Agreement. ARTICLE 7. TERMINATION OF AGREEMENT A. Sale of CONTRACTOR’s Business/ Death of CONTRACTOR. CONTRACTOR shall notify CITY of the proposed sale of CONTRACTOR’s business no later than thirty (30) days prior to any such sale. CITY shall have the option of terminating this Agreement within thirty (30) days after receiving such notice of sale. Any such CITY termination pursuant to this Article 7.A shall be in writing and sent to the address for notices to CONTRACTOR set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after CITY’ receipt of such notice of sale. DocuSign Envelope ID: 41754C4A-6373-48EE-ACF2-B08AADD00DE3 -5- 4835-2267-0361v1 LAC\04706083 If CONTRACTOR is an individual, this Agreement shall be deemed automatically terminated upon death of CONTRACTOR. B. Termination by City for Default of CONTRACTOR Should CONTRACTOR default in the performance of this Agreement or materially breach any of its provisions, CITY, at CITY’S option, may terminate this Agreement by giving written notification to CONTRACTOR. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: 1. CONTRACTOR’S failure to professionally and/or timely perform any of the services contemplated by this Agreement. 2. CONTRACTOR’S breach of any of its representations, warranties or covenants contained in this Agreement. CONTRACTOR shall be entitled to payment only for work completed in accordance with the terms of this Agreement through the date of the termination notice, as reasonably determined by CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for the tasks described on Exhibit C” which have been fully, competently and timely rendered by CONTRACTOR. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONTRACTOR’S default in the performance of this Agreement or material breach by CONTRACTOR of any of its provisions, then in addition to any other rights and remedies CITY may have, CONTRACTOR shall reimburse CITY, within ten (10) days after demand, for any and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope of work as described in this Agreement, to the extent such costs and expenses exceed the amounts CITY would have been obligated to pay CONTRACTOR for the performance of that task pursuant to this Agreement. C. Termination for Failure to Make Agreed-Upon Payments Should CITY fail to pay CONTRACTOR all or any part of the compensation set forth in Article 4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default under this Agreement, CONTRACTOR, at the CONTRACTOR’S option, may terminate this Agreement if such default is not remedied by CITY within thirty (30) days after demand for such payment is given by CONTRACTOR to CITY. D. Transition after Termination Upon termination, CONTRACTOR shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONTRACTOR shall cease such work as soon as it is safe to do so. CONTRACTOR shall incur no further expenses in connection with this Agreement. CONTRACTOR shall promptly deliver to CITY all work done toward completion of the services required hereunder, and shall act in such a manner as to facilitate any the assumption of CONTRACTOR’s duties by any new CONTRACTOR hired by the CITY to complete such services. DocuSign Envelope ID: 41754C4A-6373-48EE-ACF2-B08AADD00DE3 -6- 4835-2267-0361v1 LAC\04706083 ARTICLE 8. GENERAL PROVISIONS A. Amendment & Modification No amendments, modifications, alterations or changes to the terms of this Agreement shall be effective unless and until made in a writing signed by both parties hereto. B. Americans with Disabilities Act of 1990 Throughout the term of this Agreement, the CONTRACTOR shall comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 (“the Act”) in its current form and as it may be amended from time to time. CONTRACTOR shall also require such compliance of all subcontractors performing work under this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 above. The CONTRACTOR shall defend with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its officers, employees, agents and representatives from and against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation reasonable attorneys’ fees, that may arise out of any violations of the Act by the CONTRACTOR, its subcontractors, or the officers, employees, agents or representatives of either. C. Attorneys’ Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. D. Captions The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation. E. Compliance with Laws The CONTRACTOR shall keep itself informed of all State and National laws and all municipal ordinances and regulations of the CITY which in any manner affect those engaged or employed in the work, or the materials used in the work, or which in any way affect the conduct of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Without limiting the foregoing, CONTRACTOR agrees to observe the provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for goods or services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any potential subcontractor. DocuSign Envelope ID: 41754C4A-6373-48EE-ACF2-B08AADD00DE3 -7- 4835-2267-0361v1 LAC\04706083 F. Conflict of Interest CONTRACTOR certifies that to the best of its knowledge, no CITY employee or office of any public agency interested in this Agreement has any pecuniary interest in the business of CONTRACTOR and that no person associated with CONTRACTOR has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. G. Entire Agreement This Agreement supersedes any and all prior agreements, whether oral or written, between the parties hereto with respect to the rendering of services by CONTRACTOR for CITY and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. No other agreements or conversation with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Such other agreements or conversations shall be considered as unofficial information and in no way binding upon CITY. H. Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions of any jurisdiction. The exclusive jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and federal courts located in Santa Clara County, California. I. Notices Any notice to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit “A”, Section V.H. but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing. J. Partial Invalidity If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. K. Time of the Essence All dates and times referred to in this Agreement are of the essence. DocuSign Envelope ID: 41754C4A-6373-48EE-ACF2-B08AADD00DE3 -8- 4835-2267-0361v1 LAC\04706083 L. 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. Executed at Gilroy, California, on the date and year first above written. CONTRACTOR: CITY: Cal-West Lighting & Signal Maintenance, Inc. CITY OF GILROY By: By: Name: Craig H. Geis Jr. Name: Jimmy Forbis Title: President Title: City Administrator Social Security or Taxpayer Identification Number 20-1716563 Approved as to Form ATTEST: City Attorney City Clerk DocuSign Envelope ID: 41754C4A-6373-48EE-ACF2-B08AADD00DE3 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “A” SPECIFIC PROVISIONS I. PROJECT MANAGER CONTRACTOR shall provide the services indicated on the attached Exhibit “B”, Scope of Services (“Services”). (All exhibits referenced are incorporated herein by reference.) To accomplish that end, CONTRACTOR agrees to assign Craig H. Geis Jr., who will act in the capacity of Project Manager, and who will personally direct such Services. Except as may be specified elsewhere in this Agreement, CONTRACTOR shall furnish all technical and professional services including labor, material, equipment, transportation, supervision and expertise to perform all operations necessary and required to complete the Services in accordance with the terms of this Agreement. II. NOTICE TO PROCEED/COMPLETION OF SERVICE A. NOTICE TO PROCEED CONTRACTOR shall commence the Services upon delivery to CONTRACTOR of a written “Notice to Proceed”, which Notice to Proceed shall be in the form of a written communication from designated City contact person(s). Notice to Proceed may be in the form of e-mail, fax or letter authorizing commencement of the Services. For purposes of this Agreement, Jorge Duran shall be the designated City contact person(s). Notice to Proceed shall be deemed to have been delivered upon actual receipt by CONTRACTOR or if otherwise delivered as provided in the Section V.H. (“Notices”) of this Exhibit “A”. B. COMPLETION OF SERVICES When CITY determines that CONTRACTOR has completed all of the Services in accordance with the terms of this Agreement, CITY shall give CONTRACTOR written Notice of Final Acceptance, and CONTRACTOR shall not incur any further costs hereunder. CONTRACTOR may request this determination of completion when, in its opinion, it has completed all of the Services as required by the terms of this Agreement and, if so requested, CITY shall make this determination within two (2) weeks of such request, or if CITY determines that CONTRACTOR has not completed all of such Services as required by this Agreement, CITY shall so inform CONTRACTOR within this two (2) week period. III. PROGRESS SCHEDULE The schedule for performance and completion of the Services will be as set forth in the attached Exhibit “C”. IV. PAYMENT OF FEES AND DIRECT EXPENSES Payments shall be made to CONTRACTOR as provided for in Article 4 of this Agreement. DocuSign Envelope ID: 41754C4A-6373-48EE-ACF2-B08AADD00DE3 -2- 4835-2267-0361v1 LAC\04706083 Direct expenses are charges and fees not included in Exhibit “B”. CITY shall be obligated to pay only for those direct expenses which have been previously approved in writing by CITY. CONTRACTOR shall obtain written approval from CITY prior to incurring or billing of direct expenses. Copies of pertinent financial records, including invoices, will be included with the submission of billing(s) for all direct expenses. V. OTHER PROVISIONS A. STANDARD OF WORKMANSHIP CONTRACTOR represents and warrants that it has the qualifications, skills and licenses necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and CITY expressly relies upon CONTRACTOR’S representations and warranties regarding its skills, qualifications and licenses. CONTRACTOR shall perform such Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Any plans, designs, specifications, estimates, calculations, reports and other documents furnished under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for acceptance shall be a product of neat appearance, well-organized, technically and grammatically correct, checked and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that used by CITY for similar purposes. B. RESPONSIBILITY OF CONTRACTOR CONTRACTOR shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement. CONTRACTOR shall not be responsible for the accuracy of any project or technical information provided by the CITY. The CITY’S review, acceptance or payment for any of the Services shall not be construed 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, and CONTRACTOR shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONTRACTOR’S negligent performance of any of the services furnished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR CITY, through its authorized employees, representatives or agents, shall have the right, at any and all reasonable times, to audit the books and records (including, but not limited to, invoices, vouchers, canceled checks, time cards, etc.) of CONTRACTOR for the purpose of verifying any and all charges made by CONTRACTOR in connection with this Agreement. CONTRACTOR shall maintain for a minimum period of three (3) years (from the date of final payment to CONTRACTOR), or for any longer period required by law, sufficient books and records in accordance with standard California accounting practices to establish the correctness of all charges submitted to CITY by CONTRACTOR, all of which shall be made available to CITY at the CITY’s offices within five (5) business days after CITY’s request. DocuSign Envelope ID: 41754C4A-6373-48EE-ACF2-B08AADD00DE3 -3- 4835-2267-0361v1 LAC\04706083 D. CONFIDENTIALITY OF MATERIAL All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not limited to, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received by or for CONTRACTOR and all other written and oral information developed or received by or for CONTRACTOR and all other written and oral 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 the performance of the such Services. Nothing furnished to CONTRACTOR which is otherwise known to CONTRACTOR or is or becomes generally known to the related industry (other than that which becomes generally known as the result of CONTRACTOR’S disclosure thereof) shall be deemed confidential. CONTRACTOR shall not use CITY’S name or insignia, or distribute publicity pertaining to the services rendered under this Agreement in any magazine, trade paper, newspaper or other medium without the express written consent of CITY. E. NO PLEDGING OF CITY’S CREDIT. Under no circumstances shall CONTRACTOR have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY. F. OWNERSHIP OF MATERIAL. All material including, but not limited to, computer information, data and source code, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports 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 subject to Section V.D of this Exhibit “A”. CITY shall not be limited in any way in its use of said material at any time for any work, whether or not associated with the City project for which the Services are performed. However, CONTRACTOR shall not be responsible for, and City shall indemnify CONTRACTOR from, 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 for work other than on PROJECT. G. NO THIRD PARTY BENEFICIARY. This Agreement shall not be construed or deemed 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 hereunder for any cause whatsoever. DocuSign Envelope ID: 41754C4A-6373-48EE-ACF2-B08AADD00DE3 -4- 4835-2267-0361v1 LAC\04706083 H. NOTICES. Notices are to be sent as follows: CITY: Jorge Duran City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONTRACTOR: Craig H. Geis Jr. Cal-West Lighting & Signal Maintenance, Inc. 530 North Marburg Way San Jose, CA 95133 I. FEDERAL FUNDING REQUIREMENTS. If the box to the left of this sentence is checked, this Agreement involves federal funding and the requirements of this Section V.I. apply. If the box to the left of this sentence is checked, this Agreement does not involve federal funding and the requirements of this Section V.I. do not apply. 1. DBE Program CONTRACTOR shall comply with the requirements of Title 49, Part 26, Code of Federal Regulations (49 CFR 26) and the City-adopted Disadvantaged Business Enterprise programs. 2. Cost Principles Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable cost for individual items. 3. Covenant against Contingent Fees The CONTRACTOR warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the CONTRACTOR, to solicit or secure this Agreement, and that he/she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Local Agency shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. DocuSign Envelope ID: 41754C4A-6373-48EE-ACF2-B08AADD00DE3 .5;)D$,/-1*¿E"*(&42@<"%@4:¿GgUU«¿HQ¿GOyºzUQfU«¿¬iG¬¿j¬¿j«¿j«¿L{kfG¬j¿¿QU¬UjU¿ºiU¬iU¢¿GQ¿®¿ºiG¿U»¬U¬ ¿I½¿ºw¿U£^¢UQ¿j«¿¿G½¿ºwU«¿U~½UQ¿U{G¬j¸U¿¬¿G½¿N«¬ ·O¬j¿¬¿MU¿U aUQ¿µQU¿¬hj«¿#fUUU¬¿GU¿«µMuUO¬¿¬¿G½¿&QU« ¿4QjGOU«¿;U«zµ¬l«¿;µzU«¿IQ¿®hU¿;UfµzG¬l«¿GQ¿U«¬GMzj«hUQ¿{jOlU«¿Z¿&+AF¿GQ¿°iU¿|Gº«¿[¿¬iU¿>¬G¬U¿Z¿&Gzj\¨mG¿GQ¿¬iU¿Cl¬WT¿>°G¬U« ¿jPzµQlf¿ºm®hµ¬¿zjj±K¬j¿±iU¿'Hj]©jG¿/GM ¿&QU¿JR¿9µM~jO¿&¬¡GO®¿&QU¿¢U}G¬mf¿¬¿µMzqO¿O´GO¬lf¿GQ¿¢U¸Gptf¿ºGfU¿£Uµj UU¬«¿6U¹Glzjf¿EGfU¿/Gº«¾¿A¿¬iU¿U¼¬U¬¿7¢U¹Gq{mf¿EGfU¿/Gº«¿G~½¿¬¿ºw¿U c¢UQ¿¢¿ºwU «¿U}½UR¿b¢¿hU¿µ«U¿Z¿U¢bjf¿º¤w¿µQU¢¿²im«¿"f UUU¯¿&41A=&A4;¿«iGzz¿e{{½¿O{½¿ºl³i¿GS¿U«µU¿¬hG¬¿G~z¿ºwU«¿GR¢¿«µMO¬¥GO¬«¿GU¿ld UQ¿Z¿GT¿O½¿ºj¬i¿Gz~¿8¢U¸Gjzjf¿EGfU¿/Gº«¿GQ¿«UOj_OGz½¿G½¿G jOGMU¿ Yµj§UU¬¿Z¿&Gs^¨lG¿0GM¿&QU¿>UO¬l«¿!¿U¬¿«U¿GQ¿!!¿U¬¿«U¿GQ¿hU¿¦Ufµ}G¬j«¿¬iU U¶QU¿ºijOi¿ Uµj¢U¿¬hU¿G½U¬¿Z¿V¹Glsf¿ºGfU¿ G¬U«¿MG«UQ¿¿~GM§¿OzG««j`NG¬j¿G«¿QU¬U§jUQ¿M½¿°iW¿?¬G¬U¿Z¿&GzjbªlI¿IQ¿¬hU¿U^GOU¿Z¿¬hU ¿¢UµjUU¬«¿¿OU °Gj¿µMzrN¿º¢x«¿ ¿Gj¬UGOU¿ vUO¬«¿+¬¿n«¿¬hU¿Qµ¬½¿Z¿&43B;#&A4;¿¬¿«¬¿G¿O½¿Z¿G{sOGM{U¿U¹Gj{sf¿ºGfU«¿G¬¿¬iU¿vM¿«j±W¿7¦X¹Glzjf¿ºGfU¿lb¦G¬j¿G½¿LU¿M®GoUQ¿G¬¿ºººQj OGf¸¿ -5- 4835-2267-0361v1 LAC\04706083 J. PREVAILING WAGE CONTRACTOR agrees and acknowledges that it is its obligation to determine whether, and to what extent, any work performed is or any workers employed relative to any construction to be performed under this Agreement are subject to any Codes, Ordinances, Resolutions, Rules and other Regulations and established policies of CITY and the laws of the State of California and the United States, including, without limitation, the California Labor Code and Public Contract Code relating to public contracting and prevailing wage requirements ("Prevailing Wage Laws"). To the extent Prevailing Wage Laws apply to work performed or workers employed for the purpose of performing work under this Agreement, CONTRACTOR shall fully comply with and ensure that all workers and/or subcontractors are informed of and comply with all Prevailing Wage Laws and specifically any applicable requirement of California Labor Code Sections 1720 et seq. and 1770 et seq. and the regulations thereunder, which require the payment of prevailing wage rates based on labor classification, as determined by the State of California, and the performance of other requirements on certain "public works" or "maintenance" projects. It is the duty of the CONTRACTOR to post a copy of applicable prevailing wages at the job site. Prevailing wage information may be obtained at www.dir.ca.gov. DocuSign Envelope ID: 41754C4A-6373-48EE-ACF2-B08AADD00DE3 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “B” SCOPE OF SERVICES SUBMITTALS Where the Contractor is required by these Specifications to make submittals, they shall be made according to General Requirements Section, SHOP DRAWINGS, PRODUCT DATA AND SAMPLES. The Contractor shall provide a sufficient number of copies to allow three (3) copies to be retained by the Construction Manager and one (1) for the Contractor of the following items: Designation of Contractor's Representative Cost Breakdown Baseline Construction Schedule Two-Week Look-Ahead Schedule (updated weekly) Water Pollution Control Program (WPCP) Materials List Substitutions List Shop Drawings Material Safety Data Sheets Operation and Maintenance Manuals Requests and Notices Manuals and Instructions Manufacturer's Affidavits Affidavits on Patent Fees Affidavit of Bills Paid Warranty Data Others as Specified in the Technical Specifications WORK TO BE DONE Furnishing all labor and materials, equipment, and performing all work necessary and incidental to the construction of the project known as San Ysidro Lighting/Picnic Area Improvements Project No. 23-PW-281, according to the project plans and as described in these specifications and according to the Contract Documents. The work includes the furnishing of all labor, materials, incidentals, and equipment necessary to perform the removal and replacement of existing cobra head luminaires (heads only), removal and replacement of top-hat style luminaires and decorative poles; and other incidentals thereto, at the San Ysidro Park, as outlined in these plans and specifications. The Contractor shall be required to provide, at its own cost and expense, all necessary insurance, as required by law or these specifications, and shall pay the cost and expense of any and all incidental matters herein required. DocuSign Envelope ID: 41754C4A-6373-48EE-ACF2-B08AADD00DE3 -2- 4835-2267-0361v1 LAC\04706083 Where the Contractor is required by these Specifications to submit samples of products, the Contractor shall provide a sufficient number of physical samples to allow three (3) to be retained by the Construction Manager of all structural and architectural products involving color, finish, texture, or the like. The city will be using Virtual Project Manager (VPM) as the electronic management system for the project. All communication including submittals, RFIs, and transmittals for the project will be conducted through VPM. Licensing for VPM will be provided by the City of Gilroy. For more information, visit the following website: https://www.virtual-pm.com. WARRANTY The Contractor hereby agrees to make, at its own expense, all repairs or replacements (as directed by City at City's option) necessitated by defects in materials or workmanship, supplied under terms of this Contract, and pay for any damage to other works resulting from such defects, which becomes evident within one (1) year after the date of acceptance of the project or the Substantial Completion date whichever is later or within such longer period of time as may be prescribed by law or by the terms of any applicable special guarantee required by the Contract Documents. The Contractor further assumes responsibility for a similar guarantee for all work and materials provided by subcontractors or manufacturers of packaged equipment components. To the fullest extent permitted by law, the Contractor shall indemnify, defend and hold harmless the City, the Construction Manager, and their officers, directors, agents and employees against and from all liabilities, claims, costs, expenses, losses and damages, including without limitation actual attorneys' fees and legal costs, arising in connection with any defects or Contractor's failure to repair or replace defects as required by this Paragraph, Warranty. The Contractor shall execute and submit a completed Warranty Form in the format as appended to this section for the Work, and any portion of the Work possessed. The Warranty Form shall be submitted prior to the Substantial Completion date or the final acceptance of the project or within five (5) days of the occupancy or use of a portion of the Work, whichever is applicable. The Contractor shall, upon the receipt of notice in writing from the City, promptly make all repairs arising out of defective materials, workmanship, or equipment. The City is hereby authorized to make such repairs, and the Contractor and its Surety shall be liable for the cost thereof, if ten (10) days after giving of such notice to the Contractor, the Contractor has failed to make or undertake the repairs with due diligence. In case of emergency, where in the opinion of the City delay could cause serious loss or damage, repairs may be made without notice being sent to the Contractor, and the expense in connection therewith shall be charged to the Contractor, and its Surety shall be liable for the cost thereof. Prior to the expiration of the Warranty period, the City reserves the right to hold a meeting and require the attendance of the Contractor. The purpose of the meeting is to review warranties, bonds and maintenance requirements and determine required repair or replacement of defective items. DocuSign Envelope ID: 41754C4A-6373-48EE-ACF2-B08AADD00DE3 WARRANTY FORM Warranty For (Location) We hereby guarantee the San Ysidro Lighting/Picnic Area Improvements Project No. 23-PW-281 (Project/Component) that we have constructed for a period of one (1) year from the date of acceptance of the work/substantial completion by the (City of Gilroy) . The following are excluded from the provisions of this warranty: We agree that if any of the equipment should fail due to any reason other than improper maintenance or improper operation, if any pipe or appurtenances should develop leakage, or if any settlement of fill or backfill occurs, or should any portion of the work fail to fulfill any of the requirements of the Specifications, we will, within ten days after written notice of such defects, commence to repair or replace the same together with any other work which may be damaged or displaced in so doing. In the event of our failure to comply with the above mentioned conditions within ten (10) days after being notified, or should the exigencies of the case require repairs or replacements to be made before we can be notified or respond to notification, we do hereby authorize the (City of Gilroy) to proceed to have the defect repaired and made good at our expense, and we will pay the cost therefor upon demand. The warranty provided herein shall not be in lieu of, but shall be in addition to any warranties or other obligations otherwise imposed by the Contract Documents and by law. Contractor: ___________________________________ Signed: ___________________________________ Title: ___________________________________ Date: ___________________________________ -3- 4835-2267-0361v1 LAC\04706083 Cal-West Lighting & Signal Maintenance, Inc. President 11/21/2023 DocuSign Envelope ID: 41754C4A-6373-48EE-ACF2-B08AADD00DE3 -4- 4835-2267-0361v1 LAC\04706083 Technical Specifications CONCRETE All concrete work shall meet the requirements set forth in Section 90, Minor Concrete, of the 2022 Caltrans Standard Specifications. LIGHTING All lighting shall be installed per the City and Caltrans Standard Specifications. Cobra Head LED – the cost per each includes the following: • Remove existing Cobra-Head LED luminaires from existing standard pole. • Supply and install new Cobra-Head luminaires onto existing standard pole. • New luminaires to be Leotek 90-LED 156-Watt Cobra-Head luminaires 4000-Kelvin. • Supply and install new #10 THW street-light wiring if/as needed for project completion. • Make all necessary connections as per current City and Caltrans Standard Details. • Test and verify proper operations of all park lighting and lighting circuits. Top-Hat Style LED and Decorative Post– the cost per each includes the following: • Remove existing poles and luminaires from existing foundation. • Clean-up existing foundation and anchor bolts and prepare for new Holophane pole. • Pour new decorative concrete cap encasing anchor bolts and make the platform for the new pole. • Supply and install new Holophane pole and luminaires to match downtown fixtures. • New Holophane poles & luminaires to be GVD3 Classic GranVille LED luminaires, 4000-Kelvin. • Supply and install new #10 THW street-light wiring if/as needed for project completion. • Make all necessary connections as per current City and Caltrans Standard Details. • Test and verify proper operations of all parking lot lighting and lighting circuits. CALTRANS AND CITY SPECIFICATIONS Appendix B1-B9 DocuSign Envelope ID: 41754C4A-6373-48EE-ACF2-B08AADD00DE3 APPENDIX B-1DocuSign Envelope ID: 41754C4A-6373-48EE-ACF2-B08AADD00DE3 APPENDIX B-2DocuSign Envelope ID: 41754C4A-6373-48EE-ACF2-B08AADD00DE3 APPENDIX B-3DocuSign Envelope ID: 41754C4A-6373-48EE-ACF2-B08AADD00DE3 APPENDIX B-4DocuSign Envelope ID: 41754C4A-6373-48EE-ACF2-B08AADD00DE3 APPENDIX B-5 DocuSign Envelope ID: 41754C4A-6373-48EE-ACF2-B08AADD00DE3 APPENDIX B-6 DocuSign Envelope ID: 41754C4A-6373-48EE-ACF2-B08AADD00DE3 APPENDIX B-7 DocuSign Envelope ID: 41754C4A-6373-48EE-ACF2-B08AADD00DE3 APPENDIX B-8 DocuSign Envelope ID: 41754C4A-6373-48EE-ACF2-B08AADD00DE3 APPENDIX B-9DocuSign Envelope ID: 41754C4A-6373-48EE-ACF2-B08AADD00DE3 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “C” MILESTONE SCHEDULE DocuSign Envelope ID: 41754C4A-6373-48EE-ACF2-B08AADD00DE3 EXHIBIT “D” PAYMENT SCHEDULE -1- 4835-2267-0361v1 LAC\04706083 *Included in the cost for each shall be all costs associated with all preparatory and operational work necessary to provide for insurance, bonds, required permits and fees, submittals, shop drawings, project phasing, multiple move ins and move outs which are required to prosecute the work, work sequencing, staging, notification, surveying, cleanup and restoration of any damage, project phasing, supervision, project management, project office, coordination of concurrent work with other contractors, schedules, meetings, preparing “as-built” plans or record drawings, clean up, repairs, temporary fencing, movement of personnel, equipment, supplies, and incidentals to and from the project site; disposal of all waste associated with the project; water pollution control, all equipment required for accessing lighting; the establishment of all other facilities necessary for work on the project; all other work and operations which must be performed or costs incurred prior to beginning work on the various contract items of work at the project site; and work and improvements called for or implied by the Contract Documents which are not included in the other bid items but are required to complete the Work. 2. Remove and Replace Top-Hat Style Luminaires and Decorative Pole*- The price paid per each includes all costs associated with all preparatory and operational work necessary to provide for the removal and replacement of existing top-hat style luminaires and poles. This includes any additional streetlight wiring necessary to complete the installation, all necessary concrete work for decorative pole installation, all necessary connections as per current City and Caltrans Standards, testing and verification of proper operation of all lighting and lighting circuits. 1. Remove and Replace Cobra Head Luminaires*- The price paid per each includes all costs associated with all preparatory and operational work necessary to provide the removal and replacement of existing Cobra Head LED luminaires (heads only) on existing standard poles. This includes any additional streetlight wiring necessary to complete the installation, testing and verification of proper operation of all lighting and lighting circuits, and all necessary connections as per current City and Caltrans Standards. Bid Item Descriptions All payments shall be made per the bid item descriptions. DocuSign Envelope ID: 41754C4A-6373-48EE-ACF2-B08AADD00DE3 -2- 4835-2267-0361v1 LAC\04706083 UNIT PRICE ADJUSTMENTS DUE TO INCREASED OR DECREASED QUANTITIES The unit prices as stated in the bid form and as negotiated in Change Orders shall apply to one hundred (100) percent of the quantity indicated to be estimated quantity for the bid item, plus or minus twenty-five (25) percent. CHANGE ORDERS The prices agreed upon and any agreed-upon adjustment in the Contract Time shall be incorporated in a written change order issued by the City, which shall be written so as to indicate acceptance on the part of the Contractor as evidenced by its signature. By signing the Change Order, the Contractor Acknowledges and agrees that the adjustments to cost and time contained therein are in full satisfaction and accord, and are accepted as payment in full, for any and all costs and expenses associated with the work encompassed by the Change Order, including but not limited to labor, materials, overhead and profit, delay, disruption, loss of efficiency and any and all other direct and/or indirect costs or expenses and thereby waives any right to claim any further cost and time impacts at any time during and after completion of the Contract associated with such work. Without invalidating the Contract and without notice to sureties or insurers, the City through the Construction Manager, may at any time or from time to time, order additions, deletions, or revisions in the Work; these will be authorized by Field Directive, Field Order, or Change Order. A Change Order will not be issued for a Field Directive unless the Construction Manager concurs with an appeal by the Contractor that such Field Directive is a change in the scope of the Contract. The Contractor shall comply promptly with the requirements for all Change Orders, Field Orders, or Field Directives. The work involved in Change Orders shall be executed under the applicable conditions and requirements of the Contract Documents. If any Field Order causes an increase or decrease in the Contract Price or an extension or shortening of the Contract Time, an equitable adjustment will be made by issuing a Change Order. If the Contractor accepts a Change Order that does not include a time extension, the Contractor waives any claim for additional time for the work covered by that Change Order. Additional or extra work performed by the Contractor without written authorization of a Field Order or Change Order will not entitle the Contractor to an increase in the Contract Price or an extension of the Contract Time. Extra work shall be that work not shown or detailed on the Contract Drawings or Contract Documents and not specified or reasonably inferred therefrom. Such work shall be governed by all applicable provisions of the Contract Documents. In giving instructions, the Construction Manager shall have authority to make minor changes in the Work, not involving extra cost, and not inconsistent with the purposes of the Work; but otherwise, except in an emergency endangering life or property, no extra work or change shall be made unless in pursuance of a written order by the City through the Construction Manager, and no claim for an addition to the total amount of the Contract shall be valid unless so ordered. In case any change increases or decreases the Work shown, the Contractor shall be paid for the Work actually done at a mutually agreed upon adjustment to the Contract Price. DocuSign Envelope ID: 41754C4A-6373-48EE-ACF2-B08AADD00DE3 -3- 4835-2267-0361v1 LAC\04706083 GENERAL The Contractor shall accept the compensation, as herein provided, as full payment for furnishing all labor, materials, tools, equipment, and incidentals necessary for completing the Work according to the Contract Documents, and no additional compensation will be allowed therefor. Neither full payment nor the payment of any partial payment estimate nor of any retained percentage shall relieve the Contractor of any obligation to make good any defective work or material. Notwithstanding any other provision of the Contract Documents, if Contractor disputes any determination by City with regard to payment, Contractor shall not be entitled to stop work pending resolution of such payment dispute, but shall expeditiously continue to prosecute the Work unless directed otherwise by City. PARTIAL PAYMENTS Payments will be made by the City to the Contractor on estimates duly certified and approved by the Construction Manager, based on the value of equipment installed and tested, labor and materials incorporated into said permanent work by the Contractor during the preceding month, and acceptable materials and equipment on hand (materials and equipment furnished and delivered to the site by the Contractor and not yet incorporated into the Work accompanied by an approved invoice). Payments will not be made for temporary construction unless specifically provided for in the Contract Documents. Partial payments will be made monthly based on Work accomplished by the 25th day of the month. The Contractors estimate is to be submitted no later than five days before the end of the same month. Late submittals will not be processed until the following month. RETENTION The City will deduct from each partial payment and retain as part security, five percent (5%) of the amount earned until the final payment. FINAL INSPECTION, NOTICE OF COMPLETION AND PAYMENT The following section shall replace Article II.B Completion of Services Exhibit "A". Within ten (10) calendar days of the acceptance by the City of the completed Work embraced in the Contract, the City will submit to be recorded in the office of the County Recorder a Notice of Completion. Thirty-five (35) calendar days after recording the Notice of Completion of the Work involved in the Contract, the City will pay the Contractor in lawful money such sums of money as may be due the Contractor including all sums retained but excluding such sums as have previously been paid the Contractor. This payment will constitute the final payment to the Contractor under this Contract. DocuSign Envelope ID: 41754C4A-6373-48EE-ACF2-B08AADD00DE3 -4- 4835-2267-0361v1 LAC\04706083 CHANGES IN CONTRACT PRICE Whenever corrections, alterations, or modifications of the work under this Contract are ordered by the Construction Manager and approved by the City and increase the amount of work to be done, such added work shall be known as extra work; and when such corrections, alterations, or modifications decrease the amount of work to be done, such subtracted work shall be known as work omitted. The difference in cost of the work affected by such change will be added to or deducted from the amount of said Contract price, as the case may be, by a fair and reasonable valuation, which shall be determined in one or more of the following ways as directed by the Construction Manager: a. By unit prices accepted by the City and stated in the Contract Documents; b. By unit prices subsequently fixed by agreement between the parties; c. By an acceptable lump sum proposal from the Contractor; or d. By Force Account, when directed in writing and administered by the City through its agents or representatives. When required by the Construction Manager, the Contractor shall submit, in the form prescribed by the Construction Manager, an itemized breakdown with supporting data of the quantities and prices used in computing the value of any change that may be ordered. The Construction Manager will review the Contractor's proposal for the change and negotiate an equitable adjustment with the Contractor. After there is an agreement the Construction Manager will prepare and process the Change Order and make a recommendation for action by the City. All Change Orders must be approved by the City in writing before the work can be authorized and the Change Order executed. The prices agreed upon and any agreed upon adjustment in Contract Time shall be incorporated in the written order issued by the City, which shall be written so as to indicate an acceptance on the part of the Contractor as evidenced by its signature. By signature of the Change Order, the Contractor acknowledges that the adjustments to cost and time contained in the Change Order are in full satisfaction and accord, payment in full, and so waives any right to claim any further cost and time impacts at any time during and after completion of the Contract for the changes encompassed by the Change Order. DocuSign Envelope ID: 41754C4A-6373-48EE-ACF2-B08AADD00DE3 -5- 4835-2267-0361v1 LAC\04706083 NEGOTIATED CHANGE ORDERS The Contractor shall submit substantiating documentation with an itemized breakdown of Contractor and subcontractor direct costs, including labor, material, equipment rentals, and approved services, pertaining to such ordered work in the form and detail acceptable to the Construction Manager. The direct costs shall include only the payroll cost for workers and foremen, including wages, fringe benefits as established by negotiated labor agreements or state prevailing wages, workers' compensation and labor insurance, and labor taxes as established by law. No other fixed labor burdens will be considered, unless approved in writing by the Construction Manager; the cost of materials used and equipment delivered and installed in such work as substantiated by appropriate documents; the cost of construction machinery and equipment based on fair rental or Cityship values acceptable to the Construction Manager, Force Account Payment; and the cost of incidentals directly related to such work. The direct costs shall not include any labor or office costs pertaining to the Contractor's managers or superintendents, its office and engineering staff and office facilities, or anyone not directly employed on such work, nor the cost of small tools as all such indirect costs form a part of the Contractor's overhead expense. The maximum percentage which will be allowed for the Contractor's combined overhead and profit will be: a. For work by its own organization, the Contractor may add the following percentages: Direct Labor 25 percent Materials 15 percent Equipment (owned or rented) 15 percent b. For all such work done by subcontractors, such subcontractor may add the same percentages as the Contractor as listed in (1) above to its actual net increase in costs for combined overhead and profit and the Contractor may add up to ten (10) percent of the subcontractor's total for its combined overhead and profit. c. For all such work done by subtier-subcontractors, such sub- subcontractors may add the same percentages as the Contractor as listed in (a) above to its actual net increase in costs for combined overhead and profit, and the subcontractor may add up to ten (10) percent of the sub-subcontractor's total for its combined overhead and profit. The Contractor may add up to five (5) percent of the subcontractor's total for its combined overhead and profit. d. To the total of the actual costs and fees allowed herein under, not more than two (2) percent shall be added for additional bond and insurance other than labor insurance. The above fees represent the maximum limits which will be allowed, and they include the Contractor's and all subcontractors' indirect home office expenses and all costs for cost proposal preparation. When both additions and credits are involved in any one change, the combined overhead and profit shall be figured on the basis of the net increase, if any, for each area of work, i.e. direct labor, materials, equipment, and subcontractors. The amount of credit to be allowed by the Contractor to the City for any such change which results in a net decrease in cost will be the amount of the actual net decrease and a credit in accordance with the markups allowed under the use of the Force Account Payment. The Contractor shall not claim for anticipated profits on work that may be omitted. DocuSign Envelope ID: 41754C4A-6373-48EE-ACF2-B08AADD00DE3 Remove and Replace Existing Top-Hat Luminaire withDecorative LED PostRemove and Replace Existing Cobra-Head LEDLuminaire on Existing PolesSITE PLANDocuSign Envelope ID: 41754C4A-6373-48EE-ACF2-B08AADD00DE3