HomeMy WebLinkAboutE-6 Staff Report - Award PSA for Traffic Signal Maintenance ServicesCONSENT ITEM
E-6
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
VIA: SERGIO GONZALEZ, CITY MANAGER
FROM: ROBERT DELGADILLO, P.E., DIRECTOR OF PUBLIC WORKS/CITY
ENGINEER
DATE: APRIL 3, 2023
SUBJECT: AUTHORIZATION TO ENTER INTO A PROFESSIONAL SERVICES
AGREEMENT WITH YUNEX LLC FOR TRAFFIC SIGNAL MAINTENANCE
SERVICES
BACKGROUND:
The City requires professional contracting services to provide routine preventative maintenance,
emergency repairs, and non-emergency repairs of all City-owned and maintained traffic signals,
traffic signal equipment, safety lights, flashing beacons, vehicle speed feedback signs, closed-
circuit televisions, a traffic management center and other related equipment/software. Sealed
proposals were received on February 28, 2023. The proposed actions will authorize the City
Manager to enter into an agreement with Yunex LLC to provide traffic signal maintenance
services.
RECOMMENDATIONS:
Staff recommends the City Council take the following actions:
1)Award an agreement to Yunex LLC for traffic signal maintenance services; and
2)Authorize the City Manager to execute the agreement, in a form acceptable to the City
Attorney, on behalf of the City.
Approved
City Council
April 3, 2023
AWARD A TRAFFIC SIGNAL MAINTENANCE SERVICES AGREEMENT
APRIL 3, 2023
Page 2
ANALYSIS:
The City of Azusa owns and is responsible for the operation and maintenance of 48 traffic signals,
12 flashing beacons, 17 vehicle speed feedback signs, a traffic management center, and 9 closed-
circuit televisions (CCTV). These traffic signals, flashing beacons and speed feedback signs are
currently maintained by Crosstown Electrical & Data, Inc.. The existing contract with Crosstown
is set to expire in April 30, 2023, and a new contract with a qualified traffic signal maintenance
contractor needs to be executed.
On January 17, 2023 the City Council authorized staff to solicit a Request for Proposals for Traffic
Signal Maintenance Services.
Sealed proposals were received at the City Clerk’s Office on February 28, 2023. The results are as
follows:
No. Company Location
1 Bear Electrical Solutions, Inc, Anaheim, CA
2 St. Francis Electric Riverside, CA
3 Crosstown Electrical & Data, Inc. Irwindale, CA
4 Yunex LLC Anaheim, CA
Staff reviewed all proposals and ranked them using the following criteria:
• Qualifications of key personnel and team members
• Experience providing the required services
• Ability to efficiently deliver services and perform the tasks identified in the RFP
• Approach and understanding of scope of work
• Accessibility to On-Line Portal
• Cost proposals
Based on the ranking criteria of all four contractors, staff recommends entering into an agreement
with Yunex LLC. This contractor is located in the city of Anaheim and has over 40 years of
experience in traffic operations and maintenance services. Yunex currently provides traffic signal
maintenance services for various cities including Monrovia, Montebello, Rancho Cucamonga,
Chino and Ontario.
The agreement with Yunex will have a three-year term with two optional one-year extensions at
the City’s discretion.
ENVIRONMENTAL CLEARANCE:
The action item is not defined as a project under CEQA (Section 15378 of the State CEQA
Guidelines), because neither the request for proposals nor the maintenance services will cause
either a direct physical change in the environment or a reasonably foreseeable indirect physical
AWARD A TRAFFIC SIGNAL MAINTENANCE SERVICES AGREEMENT
APRIL 3, 2023
Page 3
change in the environment, and involves continuing administrative or maintenance activities
(Section 15378(b)(2) of the State CEQA Guidelines).
FISCAL IMPACT:
The flat rate fee for routine preventative monthly maintenance services is $55,644 annually. All
calls for emergency and scheduled repair services will incur the material and labor rates listed in
the agreement. Funding for this agreement are included in the FY2022-23 approved budget under
the Outside Services and Repairs account (Acct. No. 1255661000-6493).
Prepared by: Reviewed by:
Christina Curiel Robert Delgadillo, P.E.
Public Works Project Manager Director of Public Works/ City Engineer
Fiscal Review by: Reviewed and Approved by:
Talika M. Johnson Sergio Gonzalez
Director of Administrative Services City Manager
Attachment:
1) Traffic Signal Maintenance Services Agreement
2) Yunex LLC Proposal
CITY OF AZUSA
TRAFFIC SIGNAL MAINTENANCE SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement is made and entered into this day of April , 2023 by and
between the City of Azusa, a municipal organization organized under the laws of the State of
California with its principal place of business at 213 East Foothill Boulevard, Azusa, California
91702-1295 ("City") and Yunex, LLC, with its principal place of business at 2250 Business Way,
Riverside, CA 92501 ("Contractor"). City and Contractor are sometimes individually referred to
as “Party” and collectively as “Parties.”
2. RECITALS.
2.1 Contractor.
Contractor desires to perform and assume responsibility for the provision of certain services
required by the City on the terms and conditions set forth in this Agreement. Contractor represents
that it is experienced in providing traffic signal maintenance and equipment services to public
clients, is licensed in the State of California, and is familiar with the plans of City.
2.2 Project.
City desires to engage Contractor to render such services for Traffic Signal Maintenance and
Equipment Services as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Contractor promises and agrees to furnish to the
City all labor, materials, tools, equipment, services, and incidental and customary work necessary to
fully and adequately supply the services necessary for the project ("Services"). The Services are
more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All
Services shall be subject to, and performed in accordance with, this Agreement and all applicable
local, state and federal laws, rules and regulations.
3.1.2 Term. The Agreement will have a three (3) year term, with two optional one
(1)year terms. The total term of the proposed contract may extend for five (5) years from award by
the City.
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Attachment 1
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3.2 Responsibilities of Contractor.
3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services
shall be performed by Contractor or under its supervision. Contractor will determine the means,
methods and details of performing the Services subject to the requirements of this Agreement. City
retains Contractor on an independent contractor basis and not as an employee. Contractor retains the
right to perform similar or different services for others during the term of this Agreement. Any
additional personnel performing the Services under this Agreement on behalf of Contractor shall also
not be employees of City and shall at all times be under Contractor's exclusive direction and control.
Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with
their performance of Services under this Agreement and as required by law. Contractor shall be
responsible for all reports and obligations respecting such additional personnel, including, but not
limited to: social security taxes, income tax withholding, unemployment insurance, disability
insurance, and workers' compensation insurance.
3.2.2 Schedule of Services. Contractor shall perform the Services expeditiously,
within the term of this Agreement. Contractor represents that it has the professional and technical
personnel required to perform the Services in conformance with such conditions. In order to
facilitate Contractor's conformance with the Schedule, City shall respond to Contractor's submittals
in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of
anticipated performance to meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by Contractor
shall be subject to the approval of City.
3.2.4 Substitution of Key Personnel. Contractor has represented to City that certain
key personnel will perform and coordinate the Services under this Agreement. Should one or more
of such personnel become unavailable, Contractor may substitute other personnel of at least equal
competence upon written approval of City. In the event that City and Contractor cannot agree as to
the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As
discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to
the City, or who are determined by the City to be uncooperative, incompetent, a threat to the
adequate or timely completion of the Project or a threat to the safety of persons or property, shall be
promptly removed from the Project by the Contractor at the request of the City. The key personnel
for performance of this Agreement are as follows:
- Steven Teal, Director of Service
- Michael Hutchens, West Operations Manager
- Joshua Ferras, Project Manager
- Jennifer Hall, Project Coordinator
- Fred Molina, Maintenance Field Supervisor / IMSA Field Electrician Level III
- Michael Ortega, Traffic Signal Senior Field Technician / IMSA Field Electrician Level
III
- Gerardo Angulano, Traffic Signal Bench Technician & Inspector / NEC Certified /
IMSA Field Electrician Level III
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3.2.5 City’s Representative. The City hereby designates Robert Delgadillo,
Director of Public Works/City Engineer, or his or her designee, to act as its representative for the
performance of this Agreement (“City’s Representative”). City’s Representative shall have the
power to act on behalf of the City for all purposes under this Contract. Contractor shall not accept
direction or orders from any person other than the City’s Representative or his or her designee.
3.2.6 Contractor’s Representative. Contractor hereby designates Rodney Mathis,
President, or his or her designee, to act as its representative for the performance of this
Agreement (“Contractor’s Representative”). Contractor’s Representative shall have full authority
to represent and act on behalf of the Contractor for all purposes under this Agreement. The
Contractor’s Representative shall supervise and direct the Services, using his best skill and
attention, and shall be responsible for all means, methods, techniques, sequences and procedures
and for the satisfactory coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services. Contractor agrees to work closely with City staff in
the performance of Services and shall be available to City's staff, contractors and other staff at all
reasonable times.
3.2.8 Standard of Care; Performance of Employees. Contractor shall perform all
Services under this Agreement in a skillful and competent manner, consistent with the standards
generally recognized as being employed by professionals in the same discipline in the State of
California. Contractor represents and maintains that it is skilled in the professional calling necessary
to perform the Services. Contractor warrants that all employees and subcontractors shall have
sufficient skill and experience to perform the Services assigned to them. Finally, Contractor
represents that it, its employees and subcontractors have all licenses, permits, qualifications and
approvals of whatever nature that are legally required to perform the Services, including a City
Business License, and that such licenses and approvals shall be maintained throughout the term of
this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor
shall perform, at its own cost and expense and without reimbursement from the City, any services
necessary to correct errors or omissions which are caused by the Contractor’s failure to comply with
the standard of care provided for herein. Any employee of the Contractor or its sub-contractors who
is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely
completion of the Project, a threat to the safety of persons or property, or any employee who fails or
refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from
the Project by the Contractor and shall not be re-employed to perform any of the Services or to work
on the Project.
3.2.9 Laws and Regulations. Contractor shall keep itself fully informed of and in
compliance with all local, state and federal laws, rules and regulations in any manner affecting the
performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all
notices required by law. Contractor shall be liable for all violations of such laws and regulations in
connection with Services. If the Contractor performs any work knowing it to be contrary to such
laws, rules and regulations and without giving written notice to the City, Contractor shall be solely
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responsible for all costs arising therefrom. Contractor shall defend, indemnify and hold City, its
officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification
provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure
to comply with such laws, rules or regulations.
3.2.10 Insurance.
3.2.10.1 Time for Compliance. Contractor shall not commence Work
under this Agreement until it has provided evidence satisfactory to the City that it has secured all
insurance required under this section. In addition, Contractor shall not allow any subcontractor to
commence work on any subcontract until it has provided evidence satisfactory to the City that the
subcontractor has secured all insurance required under this section.
3.2.10.2 Minimum Requirements. Contractor shall, at its expense,
procure and maintain for the duration of the Agreement insurance against claims for injuries to
persons or damages to property which may arise from or in connection with the performance of the
Agreement by the Contractor, its agents, representatives, employees or subcontractors. Contractor
shall also require all of its subcontractors to procure and maintain the same insurance for the duration
of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as
broad as the latest version of the following: (1) General Liability: Insurance Services Office
Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability:
Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and
(3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required
by the State of California and Employer’s Liability Insurance.
(B) Minimum Limits of Insurance. Contractor shall maintain limits
no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and
property damage. If Commercial General Liability Insurance or other form with general aggregate
limit is used, either the general aggregate limit shall apply separately to this Agreement/location or
the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability:
$2,000,000 per accident for bodily injury and property damage; and (3) Workers’ Compensation and
Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of
California. Employer’s Liability limits of $1,000,000 per accident for bodily injury or disease.
3.2.10.3 Professional Liability. Contractor shall procure and maintain,
and require its sub-contractors to procure and maintain, for a period of five (5) years following
completion of the Project, errors and omissions liability insurance appropriate to their profession.
Such insurance shall be in an amount not less than $1,000,000 per claim and $2,000,000 aggregate,
and shall be endorsed to include contractual liability.
3.2.10.4 Insurance Endorsements. The insurance policies shall contain
the following provisions, or Contractor shall provide endorsements on forms supplied or approved
by the City to add the following provisions to the insurance policies:
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(A) General Liability. The general liability policy shall be endorsed
to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be
covered as additional insured with respect to the Work or operations performed by or on behalf of
the Contractor, including materials, parts or equipment furnished in connection with such work; and
(2) the insurance coverage shall be primary insurance as respects the City, its directors, officials,
officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage
excess of the Contractor’s scheduled underlying coverage. Any insurance or self-insurance
maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be
excess of the Contractor’s insurance and shall not be called upon to contribute with it in any way.
(B) Automobile Liability. The automobile liability policy shall be
endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers
shall be covered as additional insureds with respect to the ownership, operation, maintenance, use,
loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the
Contractor is responsible; and (2) the insurance coverage shall be primary insurance as respects the
City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an
unbroken chain of coverage excess of the Contractor’s scheduled underlying coverage. Any
insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents
and volunteers shall be excess of the Contractor’s insurance and shall not be called upon to
contribute with it in any way.
(C) Workers’ Compensation and Employers Liability Coverage.
The insurer shall agree to waive all rights of subrogation against the City, its directors, officials,
officers, employees, agents and volunteers for losses paid under the terms of the insurance policy
which arise from work performed by the Contractor.
(D) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or
canceled except after thirty (30) days prior written notice by certified mail, return receipt requested,
has been given to the City; and (B) any failure to comply with reporting or other provisions of the
policies, including breaches of warranties, shall not affect coverage provided to the City, its
directors, officials, officers, employees, agents and volunteers.
3.2.10.5 Separation of Insureds; No Special Limitations. All insurance
required by this Section shall contain standard separation of insureds provisions. In addition, such
insurance shall not contain any special limitations on the scope of protection afforded to the City, its
directors, officials, officers, employees, agents and volunteers.
3.2.10.6 Deductibles and Self-Insurance Retentions. Any deductibles or
self-insured retentions must be declared to and approved by the City. Contractor shall guarantee that,
at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-
insured retentions as respects the City, its directors, officials, officers, employees, agents and
volunteers; or (2) the Contractor shall procure a bond guaranteeing payment of losses and related
investigation costs, claims and administrative and defense expenses.
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3.2.10.7 Acceptability of Insurers. Insurance is to be placed with
insurers with a current A.M. Best’s rating no less than A:VIII, licensed to do business in California,
and satisfactory to the City.
3.2.10.8 Verification of Coverage. Contractor shall furnish City with
original certificates of insurance and endorsements effecting coverage required by this Agreement on
forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be
signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms
provided by the City if requested. All certificates and endorsements must be received and approved
by the City before work commences. The City reserves the right to require complete, certified copies
of all required insurance policies, at any time.
3.2.11 Safety. Contractor shall execute and maintain its work so as to avoid injury or
damage to any person or property. In carrying out its Services, the Contractor shall at all times be in
compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise
all necessary precautions for the safety of employees appropriate to the nature of the work and the
conditions under which the work is to be performed. Safety precautions as applicable shall include,
but shall not be limited to: (A) adequate life protection and life saving equipment and procedures;
(B) instructions in accident prevention for all employees and subcontractors, such as safe walkways,
scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and
shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or
lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper
inspection and maintenance of all safety measures.
3.3 Fees and Payments.
3.3.1 Compensation. Contractor shall receive compensation, including authorized
reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "B"
attached hereto and incorporated herein by reference. Extra Work may be authorized, as described
below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Contractor shall submit to City a monthly
itemized statement which indicates work completed and hours of Services rendered by Contractor.
The statement shall describe the amount of Services and supplies provided since the initial
commencement date, or since the start of the subsequent billing periods, as appropriate, through the
date of the statement. Payments will be made within thirty (30) days after an invoice has been
approved by the City’s designated representative. Copies of all invoices for supplies, materials, and
installed equipment shall be included with the invoice.
3.3.3 Reimbursement for Expenses. Contractor shall not be reimbursed for any
expenses unless authorized in writing by City.
3.3.4 Extra Work. At any time during the term of this Agreement, City may request
that Contractor perform Extra Work. As used herein, "Extra Work" means any work which is
determined by City to be necessary for the proper completion of the Project, but which the parties did
not reasonably anticipate would be necessary at the execution of this Agreement. Contractor shall
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not perform, nor be compensated for, Extra Work without written authorization from City's
Representative.
3.3.5 Prevailing Wages. Contractor is aware of the requirements of California
Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title
8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage
rates and the performance of other requirements on "public works" and "maintenance" projects. If
the Services are being performed as part of an applicable "public works" or "maintenance" project, as
defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor
agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy
of the prevailing rates of per diem wages in effect at the commencement of this Agreement.
Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification
or type of worker needed to execute the Services available to interested parties upon request, and
shall post copies at the Contractor's principal place of business and at the project site. Contractor
shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free
and harmless from any claim or liability arising out of any failure or alleged failure to comply with
the Prevailing Wage Laws.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Contractor shall maintain complete and accurate
records with respect to all costs and expenses incurred under this Agreement. All such records shall
be clearly identifiable. Contractor shall allow a representative of City during normal business hours
to examine, audit, and make transcripts or copies of such records and any other documents created
pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents,
proceedings, and activities related to the Agreement for a period of three (3) years from the date of
final payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice to Contractor,
terminate the whole or any part of this Agreement at any time and without cause by giving written
notice to Contractor of such termination, and specifying the effective date thereof, at least seven (7)
days before the effective date of such termination. Upon termination, Contractor shall be
compensated only for those services which have been adequately rendered to City, and Contractor
shall be entitled to no further compensation. Contractor may not terminate this Agreement except for
cause.
3.5.1.2 Effect of Termination. If this Agreement is terminated as provided
herein, City may require Contractor to provide all finished or unfinished Documents and Data and
other information of any kind prepared by Contractor in connection with the performance of Services
under this Agreement. Contractor shall be required to provide such document and other information
within fifteen (15) days of the request.
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3.5.1.3 Additional Services. In the event this Agreement is terminated in
whole or in part as provided herein, City may procure, upon such terms and in such manner as it may
determine appropriate, services similar to those terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this Agreement
shall be given to the respective parties at the following address, or at such other address as the
respective parties may provide in writing for this purpose:
Contractor:
Yunex LLC
2250 Business Way
Riverside, CA 92501
Attn: Rodney Mathis and Dirk Rauber
City:
City of Azusa
213 East Foothill Blvd.
Azusa, CA 91702
Attn: Robert Delgadillo, Director of Public Works/ City Engineer
Such notice shall be deemed made when personally delivered or when mailed, forty-eight
(48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its
applicable address. Actual notice shall be deemed adequate notice on the date actual notice
occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data; Licensing of Intellectual Property. This
Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or
sublicense any and all copyrights, designs, and other intellectual property embodied in plans,
specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any
tangible medium of expression, including but not limited to, physical drawings or data magnetically
or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by
Contractor under this Agreement (“Documents & Data”). Contractor shall require all subcontractors
to agree in writing that City is granted a non-exclusive and perpetual license for any Documents &
Data the subcontractor prepares under this Agreement. Contractor represents and warrants that
Contractor has the legal right to license any and all Documents & Data. Contractor makes no such
representation and warranty in regard to Documents & Data which were prepared by design
professionals other than Contractor or provided to Contractor by the City. City shall not be limited
in any way in its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City’s sole risk.
3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans,
procedures, drawings, descriptions, computer program data, input record data, written information,
and other Documents and Data either created by or provided to Contractor in connection with the
performance of this Agreement shall be held confidential by Contractor. Such materials shall not,
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without the prior written consent of City, be used by Contractor for any purposes other than the
performance of the Services. Nor shall such materials be disclosed to any person or entity not
connected with the performance of the Services or the Project. Nothing furnished to Contractor
which is otherwise known to Contractor or is generally known, or has become known, to the related
industry shall be deemed confidential. Contractor shall not use City's name or insignia, photographs
of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper,
newspaper, television or radio production or other similar medium without the prior written consent
of City.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another,
and shall take any additional acts or sign any additional documents as may be necessary, appropriate
or convenient to attain the purposes of this Agreement.
3.5.5 Attorney's Fees. If either party commences an action against the other party,
either legal, administrative or otherwise, arising out of or in connection with this Agreement, the
prevailing party in such litigation shall be entitled to have and recover from the losing party reason-
able attorney's fees and all other costs of such action.
3.5.6 Indemnification. To the fullest extent permitted by law, Contractor shall
defend, indemnify and hold the City, its officials, officers, employees, volunteers, and agents free
and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss,
damage or injury, in law or equity, to property or persons, including wrongful death, in any manner
arising out of, pertaining to, or relating to any negligence, errors or omissions, recklessness, or
willful misconduct of Contractor, its officials, officers, employees, agents, contractors, and
contractors arising out of or in connection with the performance of the Contractor’s Services,
including without limitation the payment of all consequential damages, expert witness fees, and
attorney’s fees and other related costs and expenses. Contractor shall defend, at Contractor’s own
cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every
kind that may be brought or instituted against City, its directors, officials, officers, employees,
agents, or volunteers. Contractor shall pay and satisfy any judgment, award or decree that may be
rendered against City or its directors, officials, officers, employees, agents, or volunteers, in any such
suit, action or other legal proceeding. Contractor shall reimburse City and its directors, officials,
officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by
each of them in connection therewith or in enforcing the indemnity herein provided. Contractor’s
obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its
directors, officials, officers, employees, agents, or volunteers.
3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the
parties with respect to the subject matter hereof, and supersedes all prior negotiations,
understandings or agreements. This Agreement may only be modified by a writing signed by both
parties.
3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of
California. Venue shall be in Los Angeles County.
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3.5.9 Time of Essence. Time is of the essence for each and every provision of this
Agreement.
3.5.10 City's Right to Employ Other Contractors. City reserves right to employ other
contractors in connection with this Services.
3.5.11 Successors and Assigns. This Agreement shall be binding on the successors
and assigns of the parties.
3.5.12 Assignment or Transfer. Contractor shall not assign, hypothecate, or transfer,
either directly or by operation of law, this Agreement or any interest herein without the prior written
consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or
transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation
or transfer.
3.5.13 Construction; References; Captions. Since the Parties or their agents have
participated fully in the preparation of this Agreement, the language of this Agreement shall be
construed simply, according to its fair meaning, and not strictly for or against any Party. Any term
referencing time, days or period for performance shall be deemed calendar days and not work days.
All references to Contractor include all personnel, employees, agents, and subcontractors of
Contractor, except as otherwise specified in this Agreement. All references to City include its
elected officials, officers, employees, agents, and volunteers except as otherwise specified in this
Agreement. The captions of the various articles and paragraphs are for convenience and ease of
reference only, and do not define, limit, augment, or describe the scope, content, or intent of this
Agreement.
3.5.14 Amendment; Modification. No supplement, modification, or amendment of
this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege,
or service voluntarily given or performed by a Party shall give the other Party any contractual rights
by custom, estoppel, or otherwise.
3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries
of any right or obligation assumed by the Parties.
3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions
shall continue in full force and effect.
3.5.18 Prohibited Interests. Contractor maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working solely for
Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor
has it agreed to pay any company or person, other than a bona fide employee working solely for
Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent
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upon or resulting from the award or making of this Agreement. For breach or violation of this
warranty, City shall have the right to rescind this Agreement without liability. For the term of this
Agreement, no member, officer or employee of City, during the term of his or her service with City,
shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit
arising therefrom.
3.5.19 Equal Opportunity Employment. Contractor represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee or applicant
for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such
non-discrimination shall include, but not be limited to, all activities related to initial employment,
upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.
Contractor shall also comply with all relevant provisions of City's Minority Business Enterprise
program, Affirmative Action Plan or other related programs or guidelines currently in effect or
hereinafter enacted.
3.5.20 Labor Certification. By its signature hereunder, Contractor certifies that it is
aware of the provisions of Section 3700 of the California Labor Code which require every employer
to be insured against liability for Worker's Compensation or to undertake self-insurance in
accordance with the provisions of that Code, and agrees to comply with such provisions before
commencing the performance of the Services.
3.5.21 Authority to Enter Agreement. Contractor has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party
warrants that the individuals who have signed this Agreement have the legal power, right, and
authority to make this Agreement and bind each respective Party.
3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which
shall constitute an original.
3.6 Subcontracting.
3.6.1 Prior Approval Required. Contractor shall not subcontract any portion of the
work required by this Agreement, except as expressly stated herein, without prior written approval of
City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated
in this Agreement.
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CITY OF AZUSA YUNEX LLC
By: By:
Sergio Gonzalez Rodney Mathis
Attest:
City Manager President
And
______________________________
Dirk Rauber
Chief Financial Officer
Jeffrey L. Cornejo, Jr.
City Clerk
Approved as to Form:
Best Best & Krieger LLP
City Attorney
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EXHIBIT “A”
SCOPE OF SERVICES
I.General Description
The Contractor shall provide routine preventive maintenance, scheduled repairs, and emergency
repairs to traffic signals, traffic signal equipment, safety street lights, flashing beacons, speed
feedback signs, and other related equipment by duly trained and qualified personnel.
The Contractor shall also perform Underground Service Alerts (USA) at the direction of the City.
All preventive maintenance, scheduled repair, and USA will be billed at an established flat rate,
with additional emergency work/unscheduled repair paid at hourly labor rates and vehicle and
equipment rates, in accordance with the cost proposal per this Agreement.
An inability to provide routine preventive maintenance to each traffic signal, safety street
light, speed feedback signs, flashing beacon, and traffic management system may cause the
Contractor to be subject to liquidated damages.
The Contractor shall provide and maintain emergency service response of the City’s traffic
signals, street lights, and flashing beacons on a twenty-four (24) hour a day, seven (7) days per
week basis, including all holidays.
The Contractor must provide vehicle(s) to be used by the Contractor’s Technicians which shall
be equipped with a permanently mounted arrow board; warning beacon/strobe lights; traffic
cones; construction warning sign; a hydraulic bucket capable of reaching a height of at least
twenty-eight (28) feet from the roadway surface; necessary computer laptop for programming,
maintenance and testing of traffic signal controllers and various equipment; and
communications equipment for dispatch. All of the Contractor’s employees working within the
boundaries of the City shall be equipped with a communications device capable of appropriate
communications for extended periods of time with the Contractor’s shop or with City staff.
The Contractor must possess, and have readily available in functioning order, all required tools,
equipment, apparatus, facilities, and materials needed to perform all work necessary to
maintain and repair the traffic signals, safety street lights, and flashing beacons in the City in
compliance with current Caltrans and County of Los Angeles standards and specifications. All
excess materials and equipment in the Contractor’s inventory shall be the property and
responsibility of the Contractor until such materials or equipment is used or installed in the
City.
The Contractor shall furnish temporary flashing beacons and other (portable) replacement
equipment for non-operational traffic signals. Contractor furnished temporary spare equipment
shall be equivalent to the component being replaced in manufacture, make, and model. The
Contractor shall provide traffic control/lane closures that conform to Federal Highway
Administration (FHWA) – California Manual on Uniform Traffic Control Devices
(CAMUTCD).
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The Contractor shall cooperate with the City in recalibrating traffic signal coordination timing
and progression. The Contractor shall change the timing of traffic signal only upon the direction
or advance written approval of the City. During emergency conditions, the Contractor shall
assure full cooperation with the City and those employees of the City and other agencies as
indicated.
The Contractor shall not represent the City in matters of policy or procedures under this contract,
shall not make any reference to City policy or procedures, and shall refer all questions or
inquiries from the public regarding policy and procedures, or terms and conditions of this
contract to the City.
The Contractor will be required to maintain any additional traffic signals, lighted crosswalks,
speed feedback signs, CCTV’s, and appurtenant devices as they are installed, or become a part
of the maintenance requirements to the City.
II.Maintenance Requirements
a.Preventive Maintenance
The Contractor shall provide a routine, comprehensive preventive maintenance
program designed to minimize the incidence of outages and malfunction; reduce
complaints; and extend the useful life of the traffic signal equipment. The Contractor
will be required to furnish and use a preventive maintenance checklist form approved
by the City. The contractor shall provide one electronic copy of the maintenance
checklist to the City following each inspection, maintain a copy of the checklist in the
traffic signal controller cabinet, and is to maintain a copy of the maintenance checklist
at the Contractor’s office of records. The program shall include monthly inspections
of each signalized intersection.
At a minimum, the following shall be performed:
●Walk the intersection and visually inspect all signal heads for proper
operation, alignment, broken lenses, loose and missing parts. All traffic heads
and pedestrian heads found out of alignment will be properly aligned and
secured. All other equipment found loose, missing or damaged shall be
secured, replaced, or repaired. Depress all pedestrian push buttons and
observe the proper timing and display.
•Check the timing of individual signal phasing and integral timing circuits for
the correct operation per the timing sheet.
•Examine the functioning of all traffic signal controller communication
equipment for proper operation, verify correct IP addresses (controller) and
adjust or repair, as needed. Replacement of Ethernet components will be
coordinated with the City and subject to its approval.
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•Check for proper operations of the traffic signal data & communications
systems and software’s at the Traffic Management Center located at the City
Yard (809 N. Angeleno Avenue, Azusa, CA 91702). Troubleshoot
connections as needed.
●Observe and check for proper operation of the detector loops, amplifiers,
video detection, CCTV’s and pedestrian push buttons, and adjust or repair as
necessary. Adjust or re-tune detector amplifiers. For intersections with video
detection, verify camera operation by monitoring the vehicle call on the video
monitor and detector cards. Also, verify the calls going to the detector call
page in the controller.
●Inspect all load switches, photo-cells, dials, controller cabinet switches, relays,
clocks, cabinet locks, cabinet mechanisms, cooling fans, filter etc., and make
routine adjustments or minor repairs, if necessary.
●Inspect Battery Backup Units (BBU’S) to ensure unit is fully charged. Check
all battery connections to ensure they are clean and secure.
●Clean the inside and outside of all controller cabinet assemblies, including the
removal of graffiti. Tighten all electrical termination and check all
communication connections. Examine cabinet interior for water, excessive
dampness and plant or animal intrusion.
●Perform a night time check of safety lights and illuminated street name signs
at all signalized intersections. Night time check shall also include the
inspection of Wi-Fi Antenna power level.
●Inspect the operation of Flashing Beacons and Speed Feedback Signs, and
make routine adjustments or minor repairs, if necessary. Speed Feedback
Signs found out of alignment will be properly aligned and secured.
b. Scheduled Repair
The Contractor shall investigate and determine the corrective requirements for each
reported malfunction, failure, or outage of the traffic signal system. The equipment and
components shall include, but are not limited to the following elements: Incandescent
Lamps, Light Emitting Diode (LED) signal faces, Conflict Monitors, Internally
Illuminated Street Name Sign Tubes, LED Illuminated Street Name Signs, Signal
Safety Lights, Load Switches, Detector Amplifiers, Transfer Switches, Flasher
Switches, Breaker Switches, Ballasts, Starters, Sockets, Fuses, Fuse Holders,
Photoelectric Cells, Signal and Safety Light Wiring in Poles, etc.
This work shall be performed in accordance with the unit cost provided in the Cost
Proposal in this Solicitation. For any work not covered by the Cost Proposal in this
Solicitation, the Contractor shall submit a cost proposal to the City prior to performing
any corrective work. The City reserves the right to furnish supplies, materials, and
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installed equipment required for performance of the work.
c.Emergency Response Work
The City may request that the Contractor perform emergency response work on the
traffic control system. The Contractor shall provide and maintain emergency service
response on a twenty-four (24) hour a day, seven (7) days per week basis (24/7),
including all holidays. This work shall be performed on a time and materials basis in
accordance with the unit cost provided in the Cost Proposal in this Solicitation. The
Contractor shall provide the City with a contact name and phone number of personnel
responsible for 24/7 services.
1.Emergency Response Work may include the necessary work to enable a traffic
signal system to be functional, but is not limited to the following:
●Downed signal heads, poles, signal on flash, signal blackout, burned-out
lamps, damaged controller and cabinet, damaged illuminated street name
signs, damaged inductive loops, sensing elements, pedestrian push
buttons, electrifiers, pedestrian signal heads, wiring, and other operational
equipment related issues.
●Assisting the City for special events or for City construction projects, as
necessary to implement revised traffic signal timing and phasing for
changed traffic conditions.
•The City reserves the right to solicit quotes for work not covered under
this agreement.
2. Equipment for Emergency Work
●Repair, replace or otherwise render in good working order any and all
defective parts of the traffic signal equipment with like make and model
parts. Whenever equipment is removed, the City representative shall be
notified by phone and email within twenty-four (24) hours.
●The Contractor shall cover the cost of replacing any parts to the traffic
signal system. The City shall reimburse the Contractor for materials used
for repairs, in an amount equal to the cost of the materials including an
agreed mark-up price.
●Notify the City representative in advance of any traffic signal de-
activations (by phone and email) that may be required to provide the
required services. Traffic signal de-activations shall not be scheduled
without the approval of an authorized representative of the City. All
traffic signal controller equipment shall be maintained as recommended
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by the manufacturer.
●The Contractor, at own cost, shall place barricades, clean up debris,
properly dispose of all damaged components.
d.Maintenance Records
Contractor shall create and maintain an inventory list of the equipment in the controller
cabinet at each location. The inventory shall include the model, manufacturer, serial
number, and quantity of each piece of equipment and installation date. The inventory
list shall be continuously updated and a copy shall be furnished to the City every four
(4) months in a Microsoft Excel spreadsheet.
Contractor shall maintain a copy of the Preventive Maintenance Inspection Form
approved by the City at each intersection. The checklist shall be completely filled out
during each routine maintenance inspection and during any time repairs are made to the
controller or any related equipment in the controller cabinet or the signal equipment at
the intersection (detector loops, pedestrian heads, signal heads, lenses, lamps and signal
poles, etc.).
A printout of the signal control database shall be kept in each controller cabinet.
Timing changes shall be indicated on the printout. Only the City’s representative shall
authorize timing changes except that the Contractor may make changes required on a
temporary basis due to maintenance operations or to maintain a satisfactory signal
operation when there is a detection failure.
e.Monthly Activity Report
The Contractor shall provide a computerized monthly activity report to the City by the
fifteenth working day of each month for the previous month’s activities. The report
shall be provided both as a printout and as a Microsoft Excel Spreadsheet compatible
computer file transmitted by e-mail and attached to the monthly invoice. No payment
will be made without submittal of the report. The report shall include:
1.Preventive Maintenance: Time and date the preventive maintenance was
performed.
2.Scheduled Repairs: A complete record of all work that was performed on the
traffic signal equipment during the previous month including the date and
time, make, model, and serial number of any major components or other
equipment that was newly installed at each intersection.
3.Emergency Response Work: Time the service calls were received, time
arrived at the intersection, the response time, nature of the problem, the
number of hours spent for each repair, materials used, whether the activity is
related to accident or vandalism, and a special listing of intersections with
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three or more calls in one month.
f.Response and Service
The Contractor shall provide response and service on a twenty-four (24) hour, seven (7)
day per week basis. Immediate action shall be taken to safeguard the public any time a
signal installation becomes partly or totally inoperative from any cause whatsoever.
The Contractor shall provide the City with a contact name and phone number of
personnel responsible for 24/7 services. The maximum response times shall be as
follows:
1.Emergency and accident maintenance – one (1) hour
2.Replacement of burned out signal faces – two (2) hours
3.All other signal maintenance – twenty-four (24) hours
4.Safety Lighting – twenty-four (24) hours
5.Illuminated Street Name Signs – forty-eight (48) hours
A signal blackout (not caused by a power outage) shall constitute an emergency. The
City may extend the maximum response time for maintenance on a case-by-case basis
if the signal remains operational in a satisfactory manner and the condition poses no
immediate hazard to the public.
Failure to meet the response time requirements by the Contractor shall be sufficient
cause for the City to authorize maintenance to be completed by others and deduct the
costs of said maintenance from payments due to the Contractor. Repetitive failure
shall be deemed sufficient cause for the City to terminate the contract.
g. Signal Shut Down and Signal on Flash
The contractor shall immediately notify the City’s Public Works Department, Police
Department, and Fire Department of any signal turn-offs or signal on flash necessitated
by their operation. Signal shut down of any duration and signal on flash operation in
excess of fifteen (15) minutes must be first authorized by the Public Works
Department.
h.Spare Equipment
The Contractor shall maintain adequate storage and shop facilities and sufficient stock
of spare parts and signal equipment to affect maintenance to the signals. The
Contractor shall maintain at least one fully tested standby controller that is compatible
with the City’s system. The Contractor will own and maintain all spare parts until
installation in the City.
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i. Salvaged Equipment
The Contractor shall deliver any salvaged or salvageable equipment or material to the
location in the City as directed by the Public Works Department. Any material or
equipment declared non-salvageable by the Public Works Department shall be taken
from the City and disposed of properly by the Contractor and Contractor’s cost.
Components such as mast arms and luminaries that are undamaged may be re-used at
the direction of the City.
j.New Traffic Signals
The contractor shall maintain new traffic signals, safety lights, flashing beacons, and
appurtenant devices as they are being installed, or become a part of the maintenance
requirements of the City.
As requested by the City, the contractor shall provide support and review of new traffic
signal turn-ons.
III.Underground Service Alert (Dig Alert) Monitoring
The Contractor will be required to adequately mark all traffic signal conduits, traffic signal
interconnect/communication lines, and equipment as well as street lights on behalf of the City
in accordance with the California Government Code Section 4216 et seq. The City’s designated
representative will monitor notifications submitted by Underground Service Alert (USA) to the
City, and will furnish applicable notifications to a representative of the Contractor to coordinate
the markings of any signalized intersections that may be scheduled for construction work or
excavations as evidenced by notification from USA. The Contractor shall establish a process
for monitoring and tracking the marking of any affected intersections; an Intersection Record
Log shall be created, with the USA notification and corresponding action noted in the
controller, with a copy provided to the City. The Contractor shall assume all liability for
satisfying the City’s obligations to adequately identify underground structures in accordance
with this law.
Compensation for providing USA –Dig Alert services identified above will be paid at a flat
rate per occurrence in accordance with the Cost Proposal in this Agreement.
IV.Warranty Service
New equipment installed by the Contractor shall be covered with a material and workmanship
warranty for one (1) year after acceptance. Where parts or material become defective during this
warranty period, the Contractor shall notify the City so that the warranty may be exercised. The
Contractor shall be responsible for exercising maintenance and replacement covered by the
warranty. No additional or separate compensation shall be paid for warranty service work. At
expiration of the warranty, servicing of traffic signals shall be performed in accordance with
these specifications.
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V.Payment
Payments will be made within thirty (30) days after an invoice has been approved by the City’s
designated representative. Copies of all invoices for supplies, materials, and installed equipment
shall be included with the invoice.
VI.Material Mark-Up
The Contractor’s materials will not exceed 15% of supplier’s invoice price (cost) that will be
furnished to the City in any cost proposal for emergency response work.
VII.Working Day
The Contractor’s working day activities for preventive maintenance and scheduled repairs shall
be limited to the hours of 6:30 AM and 5:00 PM, Monday through Friday, excluding designated
City holidays. Deviations from normal working hours will not be allowed without prior written
consent of the City.
VIII.Wages Paid to Contractor’s Workers
Pursuant to California Labor Code Article 2, Wages, Section 1770 et seq., the work described
herein is a “public work” as defined by this Article of the Labor Code and requires payment of
prevailing wages pursuant to Labor Code Section 1771. Contractors are advised to familiarize
themselves with this provision and with Departmental of Industrial Relations opinions and
interpretations relative to traffic signal maintenance. Failure to comply with the Labor Code
may result in imposition of statutory penalties enumerated in Labor Code Section 1775.
IX.Contract Period
The Traffic Signal Maintenance contract will have a three (3) year term commencing on May
1, 2023 with an option to extend the Agreement for an additional two (2) years. The option for
extension will be provided in one(1) year increments. The total term of the contract may extend
for five (5) years from award by the City.
EXHIBIT “B”
COMPENSATION
B-1
B-2
B-3
B-4
Attachment 2