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Agreement - Cal-West Lighting and Signal Maintenance - Expires 2027-06-30
City of Gilroy Agreement/Contract Tracking Today’s Date: July 1, 2024 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) 7/1/2024 Contract Expiration Date: 6/30/2027 Contractor / Consultant Name: (if an individual’s name, format as last name, first name) Cal-West Lighting and Signal Maintenance, Inc. 530 North Marburg Way San Jose, CA 95133 Taxpayer ID: 20-1716563 Contractor’s License#: 847901 Signer’s Name/Title: Craig H. Geis, Jr/ President Contract Subject: (no more than 100 characters) Traffic Signal and Street Light Maintenance and Repair Services No. 24-RFP-PW-502 Contract Amount: (Total Amount of contract. If no amount, leave blank) Not to exceed $1,064,272.00 (3 year contract) 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: 6F4FFCE6-3CCE-4F91-8F92-056CD8F79A06 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: 6F4FFCE6-3CCE-4F91-8F92-056CD8F79A06 -1- 4835-2267-0361v1 LAC\04706083 AGREEMENT FOR SERVICES (For contracts over $5,000 – NON-DESIGN, NON-ENGINEERING TYPE CONTRACTOR) This AGREEMENT made this 17th day of June, 2024, 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 7/1/2024 and will continue in effect through 6/30/2027 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: 6F4FFCE6-3CCE-4F91-8F92-056CD8F79A06 -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 $1,064,272.00 (three-year contract) . 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 Docusign Envelope ID: 6F4FFCE6-3CCE-4F91-8F92-056CD8F79A06 -3- 4835-2267-0361v1 LAC\04706083 responsible for any expenses incurred by CONTRACTOR in performing services for CITY, except for those expenses constituting “direct expenses” referenced on Exhibit “A.” 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: 6F4FFCE6-3CCE-4F91-8F92-056CD8F79A06 -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: 6F4FFCE6-3CCE-4F91-8F92-056CD8F79A06 -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: 6F4FFCE6-3CCE-4F91-8F92-056CD8F79A06 -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: 6F4FFCE6-3CCE-4F91-8F92-056CD8F79A06 -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: 6F4FFCE6-3CCE-4F91-8F92-056CD8F79A06 -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 Admistrator Social Security or Taxpayer Identification Number Approved as to Form ATTEST: City Attorney City Clerk 20-1716563 Docusign Envelope ID: 6F4FFCE6-3CCE-4F91-8F92-056CD8F79A06 -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, Susana Ramirez 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: 6F4FFCE6-3CCE-4F91-8F92-056CD8F79A06 -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: 6F4FFCE6-3CCE-4F91-8F92-056CD8F79A06 -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: 6F4FFCE6-3CCE-4F91-8F92-056CD8F79A06 -4- 4835-2267-0361v1 LAC\04706083 H. NOTICES. Notices are to be sent as follows: CITY: Susana Ramirez 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: 6F4FFCE6-3CCE-4F91-8F92-056CD8F79A06 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 CONTRACTOR to post a copy of applicable prevailing wages at the job site. Prevailing wage information may be obtained at www.dir.ca.gov. 4835-2267-0361v1 lAC\04706083 -5- Docusign Envelope ID: 6F4FFCE6-3CCE-4F91-8F92-056CD8F79A06 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “B” SCOPE OF SERVICES Traffic Signal Maintenance Traffic Signal Routine Maintenance Traffic Signal Unscheduled Maintenance Traffic Signal Plan Review Traffic Signal Construction Inspection Underground Service Alerts (USA) for traffic signals Traffic Signal Design Modification Street Light Maintenance Street Light Routine Maintenance and Outages Reporting Street Light Unscheduled Maintenance Street Light Construction Inspection Underground Service Alerts (USA) for streetlights Testing of streetlight poles for structural integrity Task 1 – Unscheduled Maintenance Items 1.1 Definition Unscheduled Maintenance: which comprises of on-call, non-routine, as directed, and emergency response work, is performed by the traffic signal system and streetlight maintenance contractor (Contractor) selected as a result of this RFP. These works include but are not limited to: 1.Installation of traffic signs onto traffic signal equipment 2.Communication troubleshooting/repair/installation 3.Underground Service Alerts (USA) for traffic signals 4.Inputting signal timing changes 5.Plan review of traffic signal design prepared by others 6.Review of shop drawings for traffic signal equipment 7.Traffic signal construction inspection 8.Other traffic signal system-related work 9.Testing of streetlight poles for structural integrity 10.Underground Service Alerts (USA) for streetlights 11.Numbering of streetlight poles 12.Review of shop drawings of street light equipment 13.Street light construction inspection 14.Other streetlight-related work Signal Timing Update Docusign Envelope ID: 6F4FFCE6-3CCE-4F91-8F92-056CD8F79A06 1.2 Introduction The selected Contractor shall be responsible for providing maintenance, repair, and services as directed by the City Engineer or his authorized agent. Work items shall include but not be limited to all items listed in “Attachment C-1” and detailed in Attachment “C-2.” Any item not included in “Attachment C-1” shall be negotiated between the selected Contractor and the City on a time and material basis. The Contractor shall use and provide an Online Maintenance System with free access to designated City staff. The entire online system should be a real-time system. System functionality should include but not be limited to the following: Work order tracking Work order status updates Asset and equipment management Maintenance requests Maintenance checklists that are maintained and updated regularly The City intends to utilize Cityworks as a public asset management program in the future. The contractor’s Online Maintenance System shall have the capability to integrate or export its data to the City’s asset management program. The cost to export or integrate the two systems shall be negotiated between the selected Contractor and the City on a time and material basis. The work to be done shall consist of providing contract maintenance, repair, and services. Maintenance shall include repair of damages resulting from traffic collisions, which have caused dislocation of poles or equipment; Acts of God (i.e., excessive winds, rain, floods, earthquakes, etc.); vandalism; street excavation; or failure of or resurfacing of the street. Repairs shall include, but are not limited to, the following: 1. Detector loop replacement and patching 2. Realignment and replacement of signal indications 3. Video detection replacement, realignment, and detection zone programming 4. Emergency vehicle preemption replacement, realignment, and detection zone programming 5. Aerial and underground splicing of the City’s hardwire signal interconnect cable 6. Pedestrian indication and signal indication lamp replacement (LED) 7. Pedestrian head maintenance 8. Battery Back-up System (BBS) repairs, replacements, or installations of a new units. 9. Intersection rewiring and cable pulling 10. Any and all parts of controller mechanism 11. Concrete and foundation repairs 12. Traffic signal pole or equipment replacement 13. Other traffic signal system-related work 14. Streetlight pole or equipment replacement 15. Replacement of lamps and/or photoelectric cells 16. Traffic signal detector maintenance and/or replacement 17. Other streetlight-related work 18. Repair and replacement of Internally Illuminated Street Name Signs (IISNS) and LED street name signs 19. Streetlight pole painting Docusign Envelope ID: 6F4FFCE6-3CCE-4F91-8F92-056CD8F79A06 The selected Contractor shall furnish all tools, equipment, workshop facilities, transportation, labor, parts, and materials and perform all work necessary to maintain in good quality operation all traffic signal and streetlight facilities within the City of Gilroy. The selected Contractor shall have all necessary tools, equipment, workshop facilities, transportation, labor, parts, and materials to test and maintain Light Emitting Diodes (LEDs). All work performed or equipment and parts supplied by the Contractor shall be subject to inspection and approval of the City Engineer or his authorized agent. Failure to pass inspection on any maintenance, repair, or service item shall result in non-payment for that item until such time that the Contractor can present the item to the City in an acceptable form. 1.3 Work Authorization Forms A “Work Authorization Form” shall be provided prior to work commencing any non-routine work items. The Contractor shall provide their cost estimates on the “Work Authorization Form” and shall prepare a work authorization form for any verbally authorized work or emergency response work. This form shall be signed and accepted by the City prior to commencement of work. During an emergency situation, the Contractor shall complete the work authorization form and submit to the City within 24-hrs of work completion. This form shall provide the Contractor with the location, work to be performed, required completion date, authorization to proceed, and a City or Contractor itemized estimate based on costs provided by the Contractor in their proposals. All costs shall be detailed, unbundled, and listed separately. Actual time spent on the job and work completed or in progress will be inspected by City staff on a random basis. “Work Authorization Forms” shall be prepared for all items of work for comparison to the final billing to assure that proper costs and estimating procedures have been followed. Any additional work not on the completed “Work Authorization Form” shall not be allowed until first approved by the City Engineer or his authorized agent. 1.4 Verbal Notification The Contractor shall respond on verbal notification from the City Engineer or his authorized agent to all work items. Verbal notification will typically be given for “Standard” and/or “Emergency” response work items. If verbal notification is given and no response time is provided, the Contractor shall respond on an emergency basis. When the Contractor receives verbal notification to complete a “Scheduled Response” work item, the Contractor shall prepare a field generated “Work Authorization Form” and submit it to the City for final approval within two (2) working days after receiving notification. The Contractor shall note the date, time, type of response, and City employee providing the verbal authorization on the “Work Authorization Form.” See Task 3 – Response for response definitions. 1.5 Contractor Notification The Contractor shall notify the City Engineer or his authorized agent of any and all repairs and/or replacements to the signal system at least forty eight (48) hours prior to the start of work to allow for proper inspection of work. Emergency response work provided by the City does not require this notification process. The City Engineer or his authorized agent shall have the final decision on what is authorized. The Contractor shall not be paid until work is complete and the City is notified of the completion for final inspection and approval. Compliance with the authorization procedure shall not relieve the Contractor from making necessary repairs within a timely manner. Docusign Envelope ID: 6F4FFCE6-3CCE-4F91-8F92-056CD8F79A06 Task 2 – Routine Preventative Maintenance 2.1 Definition Routine Preventive Maintenance shall be performed by the Contractor responsible for preventative maintenance and the associated operation of streetlight equipment, equipment associated with RRFB crosswalks, flashing beacon apparatus, and traffic signal controllers and cabinet equipment. A full traffic signal intersection inventory shall be conducted and provided to the City in both electronic and hardcopy form during the beginning of the contract. The inventory shall include but not be limited to location, major & minor street, Cabinet type, BBS, EVP, RR Preemption, Controller Type, Control Communication Type, CCTV, Video Detection, WAP, Traffic Loops, pole data and etc. This work shall be done in conjunction with the first routine preventive maintenance and at no additional cost to the City. 2.2 Traffic Signals, RRFB Crosswalks, Solar Speed Signs, and Flashing Beacons The Contractor agrees to the following preventative maintenance schedule for traffic signals, RRFB crosswalks, and flashing beacons to be paid at the rate identified in C-1 Items: Monthly Routine Maintenance Visually inspect controller for proper operation Visually inspect all vehicular and pedestrian signals for proper operation Visually inspect all LED signal units for proper operation, and replace outages found Check the time setting and match with time sheet in controller cabinet Visually inspect Battery Backup System (BBS) Visually inspect all detections (Video, loop, and etc.) Night checks of safety lights and internally illuminated street name signs (IISNS), when applicable, twice each calendar month to determine outages and/or minor tree trimming needs, if necessary (See 2.4 Night Checks for guidelines and requirements) Turn off utility power and make sure BBS switches effectively to BBS power Manually record inspection date and time in controller cabinet and send written confirmation of monthly inspection with recommendations to the City by intersection/location (See Task 4 – Reports for additional requirements) Activate solar speed feedback sign for proper operations Record solar speed feedback sign results on monthly inspection with recommendations to the City by location (See Task 4 – Reports for additional requirements) Actuate and check RRFB flashing crosswalk, including associated sign, for proper operation Record RRFB crosswalk results on monthly inspection with recommendations to the City by location (See Task 4 – Reports for additional requirements) Night checks of all streetlight within the City limit per the “Street Light Night Check Zones”. The contractor shall check one(1) zone per month. There are 8 zones total. Record results on streetlight monthly inspection with recommendations to the City by location address, and pole number. Docusign Envelope ID: 6F4FFCE6-3CCE-4F91-8F92-056CD8F79A06 3-Month Routine (In addition to monthly) Check emergency vehicle detection, video detection, and signal interconnect, where applicable, for proper operation Check detector amplifiers and tune, if needed Actuate and check each pedestrian push button for proper operation Visually inspect roadway along loop detectors for possible exposed wires, cracks, and potholes Rotate batteries in BBS for improved battery charging life Manually record inspection date and time in controller cabinet and send written confirmation of 3-month inspection with recommendations to the City by intersection/location (See Task 4 – Reports for additional requirements) 6-Month Routine (In addition to monthly and 3-month) Check controller cabinet filter Check ground rod clamp and wire Check wire schematics and records to make sure they are in the cabinet Check operation of the fan Check operation of ground fault receptacle Measure voltage at service inputs in cabinet and record Visually check for bent visors and back plates Visually check integrity of splices Check BBS battery voltage/amp output and make recommendation for battery replacement when necessary Test BBS charging system Manually record inspection date and time in controller cabinet and send written confirmation of 6-month inspection with recommendations to the City by intersection/location (See Task 4 – Reports for additional requirements) Clean and vacuum controller cabinet Annual Routine (In addition to monthly, 3-month, and 6-month) Replace all incandescent lamps in all signals with LED lamps Clean and polish all lenses and reflectors Vacuum and clean controller cabinet and contents Replace cabinet filter Check weatherproof gasket seal on controller cabinets Check for water accumulation and duct sealant Lubricate hinges and lock on controller cabinets Check alignment of all signal heads Check indicator lamps Check all connectors Check detector extensions Check load switches Check relays Check conflict monitor and provide City with computerized report in Microsoft Excel identifying each intersection’s results. Clean BBS Check all BBS connections and clean terminals Manually record inspection date and time in controller cabinet and send written confirmation of annual inspection with recommendations to the City by intersection/location (See Task 4 – Reports for additional requirements) Verify signal timing in controller and field signal timing sheets are consistent. Send a copy of signal timing sheets to the City with the date of inspection. Submit electronic and hardcopy of traffic signal intersection hardware inventory with connection diagrams. The inventory shall include but not be limited to location, major & minor street, cabinet type, BBS, EVP, RR Preemption, controller type, control communication type, CCTV, video detection, WAP, traffic loops, pole data, conduit sizes and etc. (see Attachment D for example) Docusign Envelope ID: 6F4FFCE6-3CCE-4F91-8F92-056CD8F79A06 2.3 Streetlights The Contractor agrees to the following maintenance for streetlights to be paid at the rate identified in C-1,” Item Streetlight Maintenance: Replace lamps that have become inoperative by virtue of burnout. Replacement lamps shall be substantially equivalent to those replaced. Replacement of Light Emitting Diode (LED) streetlight that have been inoperative by virtue of failure. Replacement LED streetlights shall be per the City Standard. If the cause of failure is covered under manufacture warranty, the Contractor shall coordinate with the LED manufacture and provide removal and installation. Replace photoelectric cells that have become inoperative from normal deterioration. Minor trimming of trees below the light fixture for the purpose of allowing a reasonable amount of light to be let through. Trimming is limited to within three (3) feet of the bottom of the fixture. Night check of each streetlight and safety light within the City’s jurisdiction each month to determine electrolier outages, pole condition, and/or minor tree trimming needs. See 2.4 Night Checks for guidelines and requirements. Maintain and submit a monthly log listing each call received, the name of the caller (if given), the date of the call, the outage or other problem reported by the caller, and the location of the outage or other problem reported by the caller. See Task 4 – Reports for additional requirements. Replace photo-reflective pole numbers that are no longer visible and in conformance to City Standards. Inspect street light pole integrity and replace the pole on an as needed basis. The replacement services to be performed by the Contractor encompass outages from normal deterioration. Each inoperative lamp and/or photoelectric cell shall be replaced within five (5) working days or less from the date the Contractor receives notice from the City. See Task 3 – Response for additional requirements. 2.4 Night Checks The Contractor agrees to conduct night checks monthly during non-daylight hours as follows: Contractor shall submit with this proposal a Zone Map dividing the city (within the City Limit) into six (6) zones. The City has attached an example of the zoning map for the contractor used. The contractor may use this zone map. Contractor shall submit with this proposal a schedule for conducting night (non- daylight hour) checks in the 6 zones. Contractor shall submit an action plan of keeping track of the City’s complete streetlight inventory. Contractor shall check each streetlight, safety light, and IISNS (if applicable) in the assigned zone for the corresponding monthly check during non-daylight hours for outages, pole condition, and/or minor tree timing needs monthly. Contractor shall maintain and submit a monthly log for all night checks including but not limited to date of visit and location of outage or other problem. See Task 4 – Reports for additional requirements. Docusign Envelope ID: 6F4FFCE6-3CCE-4F91-8F92-056CD8F79A06 16 Task 3 – Response 3.1 Emergency Response (one hour maximum response time) This item is considered to be a safety concern. When notified by the City to respond to an emergency situation, the Contractor shall be at the site in one (1) hour or less from the time of notification. Examples of a situation that would require an emergency response include but not limited to signal and/or streetlight knockdowns, block of streetlights out-of-service, signal damage, red lamp outages (LED), turned or misaligned signal head, or other repairs designated emergency response by the City. The Contractor shall maintain a twenty-four (24) hour per day emergency service for the replacement of burned out lamps or repair of any traffic signal or associated traffic signal equipment. The Contractor shall maintain a local telephone number where he can be reached twenty-four (24) hours per day. This telephone number shall be made available to the Engineering Division and the Gilroy Police Department. The Contractor shall make IMMEDIATE maintenance calls when notified by the City and informed that the call is an emergency. In no instance shall the response time to an emergency call exceed one (1) hour from the time of notification. 3.2 Standard Response (24 hours maximum response time) This item is considered important but not an immediate safety concern. Maintenance and repair requests made on a regular basis shall be responded to within 24 hours of notification. In no event will regular response work be considered overtime without prior approval of the City Engineer or his authorized agent. Examples of work that would require a regular response are, but not limited to, signal equipment repair/replacement, pedestrian head outages (modification kits), vehicle detection problems, field wiring, routine lamp outages, and streetlight lamp outages. 3.2.1 Standard High Priority Response (same day response time) This item is considered high priority but not an immediate safety concern. Maintenance and repair requests made on a high priority basis shall be responded to the same day as the notification. High priority items will be determined by the City Engineer or his/her representative . 3.3 As-Required/Scheduled Response (five working day maximum response time) Maintenance and repair requests made by the City that are not critical or the work involved is of such nature as to require advance scheduling shall be completed on an “As-Required” basis. Work authorizations of this type shall include a completion date to be shown on the work schedule. Examples of “As-Required/Scheduled” maintenance would include but not limited to loop repair/replacement, major equipment repair/replacement, and permanent replacement of knockdowns, major rewiring, and intersection modifications. The formats presented above are only guidelines and do not relieve the Contractor of the responsibility to perform. At all times, the contractor shall be required to respond to any work request in any of the above manners as the City determines necessary. If the City should fail to provide the Contractor with the required response time, the Contractor shall proceed under the guidelines of “As-Required/Scheduled” response unless the work item requires a more immediate response, as covered in the Request for Qualifications. The City may at any time amend the response requirement for specific work items by notifying the Contractor either verbally or in writing. Time extension may be granted due to material delay when the Contractor has demonstrated that the delay was beyond the Contractor’s control. Docusign Envelope ID: 6F4FFCE6-3CCE-4F91-8F92-056CD8F79A06 Task 4 – Reports 4.1 Monthly Maintenance Reports The Contractor shall submit to the Engineering Division within ten (10) working days from the last day of each month a detailed monthly computer summary printout of all traffic signal system and streetlight repair and emergency calls made. The summary shall provide the following information: TRAFFIC SIGNALS, RRFB CROSSWALKS, SOLAR SPEED FEED-BACK SIGNS, AND FLASHING BEACONS 1. Date, time, City employee, and employee telephone number initiating the call 2. Location by intersection/location and number (see Attachment “C”), as provided by the City, and identification by a specific corner and/or direction of travel 3. Nature of the malfunction, if any found, and a description of the action taken by the Contractor 4. Date, time, and name of Contractor’s personnel conducting night check (when applicable) 5. Date and time the Contractor’s personnel and equipment arrived on the scene 6. Date and time the job was completed STREETLIGHTS 1. Date, time, City employee or caller name (if given), and telephone number initiating the call 2. Location by streetlight number, as provided by the City, and identification by street name and/or address and nearest cross street 3. Nature of the malfunction, if any found, and a description of the action taken by the Contractor 4. Date, time, and name of Contractor’s personnel conducting night check (when applicable) 5. Date and time the Contractor’s personnel and equipment arrived on the scene 6. Date and time the job was completed 4.2 Morning Call-In (Daily) The Contractor must email every morning (Monday - Friday by 8:30 am) and notify the City Engineer or his authorized agent of any and all work scheduled to take place during that day. If scheduled work is completed and the Engineering Division has not been notified in advance, payment will not be made until the work can be inspected by City staff. 4.3 Detailed Cost Summary The Contractor shall provide a detailed cost summary with the monthly invoices detailing work completed for each work authorization. See Compensation for additional details. Task 5 – Traffic Signal Plan Review The Contractor may be required to performed traffic signal plan review for the City. The Contractor shall have the ability to professionally review traffic signal plans from the City and have a turnaround time no greater than five (5) working days. Docusign Envelope ID: 6F4FFCE6-3CCE-4F91-8F92-056CD8F79A06 Task 6 – Traffic Signal Construction Inspection The contractor may be required to perform traffic signal construction inspections. The contractor shall have a competent inspector on site as directed by the City. The inspector shall provide daily reports to the City representative. Task 7 – Traffic Signal Design Modification The contractor may be required to perform on site traffic signal modifications. Modifications may include installation of left turn arrows, on-site signal timing changes, loop length increases, advance detection zone changes and etc. Docusign Envelope ID: 6F4FFCE6-3CCE-4F91-8F92-056CD8F79A06 PROGRAM REQUIREMENTS 1. The Contractor shall be required to maintain a primary facility location within seventy (70) miles of the City limits of Gilroy. This requirement is mandated to assure the response by the Contractor is accomplished in a timely manner and in the case of emergencies, within one (1) hour. The facility must be equipped with mobile equipment such as ladder trucks, boom trucks, and related equipment and must also be equipped with facilities to effectuate traffic signal equipment repairs. 2. The Contractor must provide an experienced, competent Superintendent and field technician who will be responsible for effectively supervising all work in progress. In addition to supervision or work in progress, the Superintendent must be capable of instructing his subordinates in correct and proper maintenance techniques. 3. The Contractor must employ competent, experienced traffic signal and streetlight technicians (International Municipal Signal Association (IMSA) Certification desirable) qualified in repair or trouble detection of the City’s traffic signal and lighting equipment. If any subcontractor, Superintendent, Foreman, laborer, or other person employed or associated with the Contractor appears to City staff to be intemperate, incompetent, troublesome, or otherwise undesirable to be employed on the work site, that employee shall be immediately removed from the work site at the request of the City Engineer or his authorized agent. 4. The Contractor shall be responsible for providing all necessary traffic control equipment in all construction or maintenance zones per the latest CA MUTCD, or most recent edition, or as determined by the City Engineer or his authorized agent to be required to give adequate warning of any dangerous conditions that may be encountered, prevent accidents, and avoid damage or injury to the public. In addition, the Contractor shall not close more than one lane of travel at a time unless otherwise authorized by the City Engineer or his authorized agent. Lane closures from 7:00 am to 8:30 am and 4:00 pm to 6:00 pm are not permitted for Standard or As-Required/Scheduled Maintenance. Emergency repairs shall be made whenever required and are not subject to the aforementioned time restrictions. 5. The Contractor shall conduct his operations in order to minimize obstruction and inconvenience to public travel. At no time shall the Contractor be allowed to stop work for the purposes of a “coffee break” when the public right-of-way is impeded unless the work being done requires more than four (4) hours to complete. Whenever the Contractor’s operations create a condition hazardous to traffic or to the public, he shall furnish and maintain, as necessary, fences, barricades, lights, signs, safety cones, and other devices per the latest CA MUTCD, or most recent edition, or as determined by the City Engineer or his authorized agent to be required to give adequate warning of any dangerous conditions that may be encountered, prevent accidents, and avoid damage or injury to the public. Failure to provide necessary devices shall be cause for stopping of work and vacating the job site until the situation is remedied. 6. The Contractor shall be responsible for the correct placement, number, and monitoring of temporary traffic signals and controls. Docusign Envelope ID: 6F4FFCE6-3CCE-4F91-8F92-056CD8F79A06 7. The Contractor shall be equipped with the spare parts in sufficient quantities to maintain signal and streetlight operations. In those instances where a complex device, equipment, or component has to be repaired or replaced, the Contractor shall install a temporary replacement of his own until such time as the part can be permanently repaired or replaced. 8. Should construction be underway by other forces or by other contractors within or adjacent to the limits of the work specified or should work of any other nature be underway by other forces within or adjacent to the said limits, the Contractor shall cooperate with all such other contractor’s or other forces to the end that any delay, duplication, or hindrance to their work shall be avoided. 9. All work shall conform to the most recent edition of Caltrans Standard Plans and Specifications and the City of Gilroy Standard Details and Specifications. 10. The City Engineer or his authorized agent shall have access at all times to work completed or in progress and shall be furnished with all reasonable means and facilities for ascertaining the progress of work and the quality of the materials used. All work performed and all materials furnished shall be subject to the City Engineer or his authorized agent’s inspection and approval. Any item not meeting the City Engineer or his authorized agent’s complete satisfaction shall be replaced immediately. Inspection of work shall not relieve the Contractor of any obligation to fulfill the contract as prescribed. Defective work or materials shall be made good, and unsuitable material may be rejected notwithstanding the fact that such defective work and unsuitable materials have been previously inspected by the City Engineer or his authorized agent and accepted. 11. All work, which is determined by the City Engineer or his authorized agent to be defective in its construction or is deficient in any way, shall be remedied or removed by the Contractor at his expense in a manner acceptable to the City. 12. The City Engineer or his authorized agent shall decide all questions that may arise regarding the quality or acceptability of materials furnished or work performed, the manner of performance and rate of progress of the work, and the acceptable fulfillment of the contract. The City Engineer’s decision shall be final. 13. All fixed time, semi actuated, and fully actuated signals installed during the life of the contract shall be added to those already maintained by the Contractor, as the City notifies the Contractor of the installation thereof. These signals shall be maintained at the same rate and in the same manner as those covered by the agreement. In the event notification is made at other than the beginning of the monthly contract period, payment for that month shall be prorated from the day the Contractor is notified. 14. All RRFB crosswalks added throughout the life of the contract shall be maintained by the Contractor, as the City notifies the Contractor of the installation thereof. These RRFB crosswalks shall be maintained at the same rate and in the same manner as those covered by the agreement. In the event notification is made at other than the beginning of the monthly contract period, payment for that month shall be prorated from the day the Contractor is notified. Docusign Envelope ID: 6F4FFCE6-3CCE-4F91-8F92-056CD8F79A06 15. All flashing beacons (not part of traffic signal assembly) added throughout the life of the contract shall be maintained by the Contractor, as the City notifies the Contractor of the installation thereof. These flashing beacons shall be maintained at the same rate and in the same manner as those covered by the agreement. In the event notification is made at other than the beginning of the monthly contract period, payment for that month shall be prorated from the day the Contractor is notified. 16. All electroliers added throughout the life of the contract shall be maintained by the Contractor, as the City notifies the Contractor of the installation thereof. These electroliers shall be maintained at the same rate and in the same manner as those covered by the agreement. In the event notification is made at other than the beginning of the monthly contract period, payment for that month shall be prorated from the day the Contractor is notified. Docusign Envelope ID: 6F4FFCE6-3CCE-4F91-8F92-056CD8F79A06 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “C” MILESTONE SCHEDULE Routine maintenance work shall be completed as described in Task 2. Unscheduled maintenance or repairs shall be performed as needed. Docusign Envelope ID: 6F4FFCE6-3CCE-4F91-8F92-056CD8F79A06 4835-2267-0361v1 LAC\04706083 EXHIBIT “D” PAYMENT SCHEDULE The Contractor shall submit to the Engineering Division an invoice for each month of maintenance. The invoice shall include the date and time of the service call, date and time of arrival at the location, date and time of completion of the prescribed work, description of service rendered, and a detailed listing of parts, equipment, and labor utilized in this repair. Follow-up work such as permanent knockdown replacements or other As-Required/ Scheduled Maintenance shall include all of the above and a copy of the City-authorized “Work Authorization Form.” The Contractor shall be compensated for labor and mobile equipment for any regular maintenance or services in accordance with the rates set forth in the proposal. Overtime rates shall be charged, if any, only on weekdays from 5:00 pm to 8:00 am, Saturdays, Sundays, and all national holidays. Overtime shall be charged for only the actual time spent at the work site in fifteen (15) minute increments and any minimum call-out. The Contractor shall submit time sheets at the request of the City Engineer or his authorized agent to confirm any personnel and mobile equipment charges whether for regular time or overtime. The Contractor’s rates set forth in the proposal shall be complete and final. No other charges shall be permitted other than those stated in the Contractor’s proposal. The Contractor shall be compensated at cost plus ten (10) percent for all material supplies. not specifically included in the below rate sheet. Upon demand, the contractor shall submit to the City Engineer or his authorized agent copies of the material supplier’s invoices for any materials used or supplied under this contract. Docusign Envelope ID: 6F4FFCE6-3CCE-4F91-8F92-056CD8F79A06 ATTACHMENT C-1 – WORK ITEMS AND COST PROPOSAL WORKSHEET ROUTINE PREVENTATIVE MAINTENANCE ITEMS (BASE BID) See Attachment “C-3” for a detailed inventory (and general exceptions) of the following items: MONTHLY MAINTENACE ESTIMATED QUANTITY COST UNIT Base Contract Items: 1.Traffic Signal Maintenance (Monthly) 33 intersections/month $_________ PER EACH (City Owned and Maintained)$_________ EXT. COST 2.Traffic Signal Maintenance (3-Month) 33 intersections/month $_________ PER EACH (R) (City Owned and Maintained) (Add-on Cost to item 1) $_________ EXT. COST 3.Traffic Signal Maintenance (6-Month) 33 intersections/month $_________ PER EACH (R) (City Owned and Maintained) (Add-on Cost to item 1, 2) $_________ EXT. COST 4.Traffic Signal Maintenance (Annually) 33 intersections/month $_________ PER EACH (R) (City Owned and Maintained) (Add-on Cost to item 1, 2, 3) $_________ EXT. COST 5.RRFB Crosswalk 7 flashing x-walk/month $_________ PER EACH Maintenance $_________ EXT. COST (City Owned and Maintained) 6.RRFB Crosswalk 4 flashing x-walk/month $_________ PER EACH Maintenance $_________ EXT. COST (Caltrans Owned/City Maintained) 7.Flashing Red Beacon Maintenance 1 flashing beacon/month $_________ PER EACH (City Owned and Maintained)$_________ EXT. COST 8.Flashing Yellow Beacon Maintenance 17 flashing beacon/month $_________ PER EACH (City Owned and Maintained) $_________ EXT. COST 9.Solar Speed Limit Radar Signs 4 solar radar sign/month $_________ PER EACH $_________ EXT. COST 10.Pedestrian Hybrid Beacon 2 ped hybrid beacon/month $_________ PER EACH Maintenance $_________ EXT. COST 11.Traffic Signal Maintenance (Monthly) 11 intersections/month $_________ PER EACH (Caltrans Owned/City Maintained)$_________ EXT. COST 12.Traffic Signal Maintenance (3-Month) 11 intersections/month $_________ PER EACH (R) (Caltrans Owned/City Maintained) (Add-on Cost to item 9) $_________ EXT. COST 13.Traffic Signal Maintenance (6-Month) 11 intersections/month $_________ PER EACH (R) (Caltrans Owned/City Maintained) (Add-on Cost to item 9, 10) $_________ EXT. COST 80.00 2640.00 0.00-included 0.00-included 0.00-included 0.00-included 0.00-included 0.00-included 50.00 350.00 50.00 200.00 50.00 50.00 50.00 850.00 70.00 280.00 80.00 160.00 80.00 880.00 0.00-included 0.00-included 0.00-included 0.00-included Revised 5-15-24 Docusign Envelope ID: 6F4FFCE6-3CCE-4F91-8F92-056CD8F79A06 14.Traffic Signal Maintenance (Annually) 11 intersections/month $_________ PER EACH (R) (Caltrans Owned/City Maintained) (Add-on Cost to item 9, 10, 11) $_________ EXT. COST 15.Streetlight Night Check Per Zone 1 zone/month $_________ PER EACH (R) (City maintained) 16.USA Marking (streetlight and signal) 1 each (Marking/Remark only) $_________ PER EACH (Caltrans/City Maintained)(Assume 100 locations/month)* $_________ EXT. COST Subtotal $ (R)– denotes revocable items. City may elect to revoke this item at any time. *- Actual count varies (actual cost shall be based on unit price) UNSCHEDULED MAINTENANCE ITEMS See Attachment “D” for a description of the following items: EQUIPMENT COST UNIT 1.Service Truck…………………………………………………… $ PER HOUR 2.Service Truck with arrow board……………………………… $ PER HOUR 3.Arrow Board…………………………………………… $ PER HOUR 4.Dump Truck…………………………………………………… $ PER HOUR 5.Air Compressor…………………………………………… $ PER HOUR 6.Bucket Truck…………………………………………………… $ PER HOUR 7.Boom Truck………………………………………………… $ PER HOUR 8.Concrete Saw…………………………………………………… $ PER HOUR 9.Lighting Trailer…………………………………………………. $ _____________ PER HOUR PERSONNEL COST UNIT 10.Field Technician Supervisor – Regular $______________ PER HOUR 11.Field Technician Supervisor – Overtime $______________ PER HOUR 12.Electrical Technician – Regular $______________ PER HOUR 13.Electrical Technician – Overtime $______________ PER HOUR 14.Traffic Technician – Regular $______________ PER HOUR 15 Traffic Technician – Overtime $______________ PER HOUR 16.Field Technician – Regular $______________ PER HOUR 17.Field Technician – Overtime $______________ PER HOUR 18.Crane Operator – Regular $______________ PER HOUR 19.Crane Operator – Overtime $______________ PER HOUR 0.00-included 0.00-included 1500.00 55.00 5500.00 12,410 (Twelve thousand four hundred ten dollars) per month 10.00 15.00 0.00 30.00 0.00 30.00 100.00 0.00 0.00 145.00 235.00 145.00 235.00 145.00 235.00 85.00 125.00 145.00 235.00 Docusign Envelope ID: 6F4FFCE6-3CCE-4F91-8F92-056CD8F79A06 20.Engineering Technician $______________ PER HOUR 21.GIS Specialist $______________ PER HOUR 22.Traffic Engineer/ Electrical Engineer $______________ PER HOUR 23.Clerical Support $______________ PER HOUR REPAIRS COST UNIT 24.Turned Signal Head $______________ PER EACH 25.Turned Signal Head – Overtime $______________ PER EACH 26.Turned PED Head $______________ PER EACH 27.Turned PED Head – Overtime $______________ PER EACH 28.Loose Back Plate $______________ PER EACH 29.Bulb Call $______________ PER EACH 30.Bulb Call – Overtime $______________ PER EACH 31.LED Lamp Out $______________ PER EACH 32.LED Lamp Out – Overtime $______________ PER EACH 33.Re-splice Loop $______________ PER EACH 34.Epoxy Loop $______________ PER EACH 35a. Fiber Optic Fusion Splicing (single mode) $______________ PER STRAND 35b. Fiber Optic Fusion Splicing (multimode) $______________ PER STRAND 36.Type 1-A Pole (10’ or 7’)$______________ PER EACH 37.5 Section 12” Signal Head (including reflector, lamp, visor & back plate) $______________ PER EACH 38.MAS 5-Signal Head $______________ PER EACH 39.3-section 12” signal head $______________ PER EACH 40.3-section 12” arrow signal head $______________ PER EACH 41.Signal mount, pole $______________ PER EACH 42.Signal mount, mast arm $______________ PER EACH 43a. Pedestrian push button assembly (side mount) $______________ PER EACH 43b. Pedestrian push button assembly (top mount) $______________ PER EACH 44a. PPB housing and sign (side mount) $______________ PER EACH 44b. PPB housing and sign (top mount) $______________ PER EACH 45. 4102-3p (ICC) universal Z crate visor $______________ PER EACH 46.Pull box #5 $______________ PER EACH 145.00 185.00 75.00 145.00 90.00 530.00 90.00 530.00 90.00 90.00 530.00 180.00 600.00 100.00 200.00 180.00 180.00 800.00 850.00 850.00 475.00 475.00 250.00 150.00 150.00 150.00 100.00 100.00 80.00 Docusign Envelope ID: 6F4FFCE6-3CCE-4F91-8F92-056CD8F79A06 46a. Pull box #5 in dirt $______________ PER EACH 46b. Pull box #5 in concrete $______________ PER EACH 47.Pull box #6 $______________ PER EACH 47a. Pull box #6 in dirt $______________ PER EACH 47b. Pull box #6 in concrete $______________ PER EACH 48.Pull box #6E $______________ PER EACH 48a. Pull box #6E in dirt $______________ PER EACH 48b. Pull box #6E in concrete $______________ PER EACH 49.Pull box #7E $______________ PER EACH 49a. Pull box #7E in dirt $______________ PER EACH 49b. Pull box #7E in concrete $______________ PER EACH 50.Type III AF service $______________ PER EACH 51.Telco Pedestal $______________ PER EACH 52.Telco Pedestal 2 Blocks/ground rod inst. $______________ PER EACH 53. 4094-D (ICC) type G intnl. Neon ped head $______________ PER EACH 54 PED Mod Kit Installed $______________ PER EACH 55.Loop installation (6’x6’) – single $______________ PER EACH 56.Loop installation (6’x6’) – Series of 4 Loops $______________ PER EACH 57.Video Detection (Autoscope) – One camera + mini hub $__market price1_ PER EACH 58.Video Detection (Autoscope) – four cameras + mini hub $__market price1_ PER EACH 59.Stub out installation $______________ PER EACH 60.IISNS Repair $______________ PER EACH 61.Signal/Ped Head painting $______________ PER EACH 62.12 pair cable (pe22) installed/ 100’ $______________ PER 100’ 63.25 pair cable (pe22) installed/ 100’ $______________ PER 100’ 64.OSP Cat5e Cable installed/ 100’ $______________ PER 100’ 65.Trench 1.5” , schedule 40, conduit installed/ 100’ $______________ PER 100’ 66.Trench 3.0” , schedule 40, conduit installed/ 100’ $______________ PER 100’ 67.Trench colored quad-duct, schedule 40/ 100’ $______________ PER 100’ 68. Quad-Duct schedule 40 installed in open trench by dug by others $______________ PER 100’ 69.Bore 1.5” , schedule 40, conduit 100’ $______________ PER 100’ 70.Bore 3.0” , schedule 40, conduit 100’ $______________ PER 100’ 71.Bore- colored quad-duct, schedule 40, 100’ $______________ PER 100’ 72. 70-watt HPS lamp $______________ PER EACH 450.00 600.00 500.00 650.00 650.00 800.00 650.00 800.00 6500.00 n/a 375.00 800.00 3200.00 250.00 300.00 250.00 600.00 700.00 600.00 6000.00 6500.00 7500.00 2500.00 6000.00 6500.00 7500.00 17.00 Docusign Envelope ID: 6F4FFCE6-3CCE-4F91-8F92-056CD8F79A06 73. 100-watt HPS lamp $______________ PER EACH 74.Tape Shield $______________ PER EACH 75.Flat Lens $______________ PER EACH 76.Leotek 20F LED fixture (furnish and install) $______________ PER EACH 77.Leotek 30F LED fixture (furnish and install) $______________ PER EACH 78.Leotek 40F LED fixture (furnish and install) $______________ PER EACH 79.Leotek 60F LED fixture (furnish and install) $______________ PER EACH 80.Leotek 80F LED fixture (furnish and install) $______________ PER EACH 81.Leotek 100F LED fixture (furnish and install) $______________ PER EACH 82.Leotek 120F LED fixture (furnish and install) $______________ PER EACH 82a. Leotek LED fixture - site specific (furnish and install) $__market price 1_ PER EACH 83.King Luminaire LED Decorative Fixture (furnish and Install) $__market price1_ PER EACH 84.New Signal Turn On Support $______________ PER HOUR 85.Furnish and Install Anti-Theft Pull Box Lid $______________ PER EACH 86.Tape Programmed Visibility Head Kit $______________ PER EACH 87. Furnish and install streetlight photoelectric cells $______________ PER EACH 1 Item will be paid based on the current market price plus labor. All vendor documentation and/or invoicing shall be provided to the City upon request. 17.00 80.00 80.00 175.00 475.00 85.00 *Due to varying vendor market price fluctations, cost(s) will be based on current market price plus labor *All vendor documentation and/or invoicing shall be forwarded to the City upon request Docusign Envelope ID: 6F4FFCE6-3CCE-4F91-8F92-056CD8F79A06 ATTACHMENT C-2 – DETAILED DESCPRITION OF WORK ITEMS UNSCHEDULED MAINTENANCE ITEMS ITEM DESCRIPTION 1-9 Supply equipment as required. Cost shall be given on a per hour basis. 10-23 Supply labor as required. Cost shall be given on a per hour basis, except as noted. 24-35 Supply material and complete work per most recent edition of Caltrans Standard Plans and Specifications. Costs provided should be on a per unit basis. 36-45 Supply material only. Installation shall be given on a per hour basis. 46-49 Supply material and complete Pull Box installation per most recent edition of Caltrans Standard Plans and Specifications. 50 Supply material and complete installation per most recent edition of Caltrans Standard Plans and Specifications. 51 Supply labor as required. Material is not included in this price. Cost shall be given on a unit basis. 51-52 Supply material and install Telco Pedestal installation per most recent edition of Caltrans Standard Plans and Specifications. 53-55 Supply and install pedestrian signal indications, ballasts, and transformers as they become inoperative or defective. Pedestrian indications shall be per most recent edition of Caltrans Standard Plans and Specifications. 56 Supply material and complete loop installation per most recent edition of Caltrans Standard Plans and Specifications. 57-58 Supply material and complete video detection installation per draft Caltrans Standard Specifications or most recent edition of Caltrans Standard Plans and Specifications. 59 Supply material as needed per job. 60 Supply material and complete IISNS Repair per most recent edition of Caltrans Standard Plans and Specifications. 61 Supply material and complete painting per most recent edition of Caltrans Standard Plans and Docusign Envelope ID: 6F4FFCE6-3CCE-4F91-8F92-056CD8F79A06 Specifications. 62-64 Supply material and complete underground cable installation in existing conduit per most recent edition of Caltrans Standard Plans and Specifications. 65-68 Supply material and complete trenching conduit installation per most recent edition of Caltrans Standard Plans and Specifications. 69-71 Supply material and complete boring conduit installation per most recent edition of Caltrans Standard Plans and Specifications. 72-73 Supply material as needed per job. 73-82 74-83 Supply and install material 83 Supply enough labor to use up one full can of paint 84 Provide full Traffic Signal Turn on Support 85-86 87 Furnish and Install Docusign Envelope ID: 6F4FFCE6-3CCE-4F91-8F92-056CD8F79A06 SAMPLE ATTACHMENT F 3 3 66 Docusign Envelope ID: 6F4FFCE6-3CCE-4F91-8F92-056CD8F79A06 Zone Work Month Zone Work Month Zone Work Month 1 July 2024 1 July 2025 1 July 2026 2 August 2024 2 August 2025 2 August 2026 3 September 2024 3 September 2025 3 September 2026 4 October 2024 4 October 2025 4 October 2026 5 November 2024 5 November 2025 5 November 2026 6 December 2024 6 December 2025 6 December 2026 1 January 2025 1 January 2026 1 January 2027 2 February 2025 2 February 2026 2 February 2027 3 March 2025 3 March 2026 3 March 2027 4 April 2025 4 April 2026 4 April 2027 5 May 2025 5 May 2026 5 May 2027 6 June 2025 6 June 2026 6 June 2027 Night Check Report to include: Date, Time, Tech performing night check Pole location/address, pole # Nature of malfunction Description of repair or follow up if applicable Gilroy Night Check Schedule Docusign Envelope ID: 6F4FFCE6-3CCE-4F91-8F92-056CD8F79A06 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 10/11/2023 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 76766115 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: Traffic Signal Maintenance Services in the City of Gilroy 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 76766115 | 23/24 GL AU EXC WC_Cal-West | Kat O'Bryan | 10/11/2023 11:19:28 AM (PST) | Page 1 of 4 Docusign Envelope ID: 6F4FFCE6-3CCE-4F91-8F92-056CD8F79A06 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. 76766115 | 23/24 GL AU EXC WC_Cal-West | Kat O'Bryan | 10/11/2023 11:19:28 AM (PST) | Page 2 of 4 Docusign Envelope ID: 6F4FFCE6-3CCE-4F91-8F92-056CD8F79A06 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. 76766115 | 23/24 GL AU EXC WC_Cal-West | Kat O'Bryan | 10/11/2023 11:19:28 AM (PST) | Page 3 of 4 Docusign Envelope ID: 6F4FFCE6-3CCE-4F91-8F92-056CD8F79A06 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 76766115 | 23/24 GL AU EXC WC_Cal-West | Kat O'Bryan | 10/11/2023 11:19:28 AM (PST) | Page 4 of 4 Docusign Envelope ID: 6F4FFCE6-3CCE-4F91-8F92-056CD8F79A06 Form W-9 (Rev. October 2018) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification ▶Go to www.irs.gov/FormW9 for instructions and the latest information. Give Form to the requester. Do not send to the IRS.Print or type. See Specific Instructions on page 3.1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank. 2 Business name/disregarded entity name, if different from above 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes. Individual/sole proprietor or single-member LLC C Corporation S Corporation Partnership Trust/estate Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ▶ Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner. Other (see instructions) ▶ 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code (if any) Exemption from FATCA reporting code (if any) (Applies to accounts maintained outside the U.S.) 5 Address (number, street, and apt. or suite no.) See instructions. 6 City, state, and ZIP code Requester’s name and address (optional) 7 List account number(s) here (optional) Part I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later. Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Number To Give the Requester for guidelines on whose number to enter. Social security number –– or Employer identification number – Part II Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. I am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later. Sign Here Signature of U.S. person ▶Date ▶ General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9. Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following. • Form 1099-INT (interest earned or paid) • Form 1099-DIV (dividends, including those from stocks or mutual funds) • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) • Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. Cat. No. 10231X Form W-9 (Rev. 10-2018) 1/8/2024 Cal-West Lighting and Signal Maintenance, Inc. n/a 4 Physical: 530 North Marburg Way, San Jose, CA 95133 Mailing: P.O. Box 612035, San Jose, CA 95161 2 0 1 7 1 6 5 6 3 Docusign Envelope ID: 6F4FFCE6-3CCE-4F91-8F92-056CD8F79A06