HomeMy WebLinkAboutContracts & Agreements_163-2021AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES
FOR IMPROVEMENT TO PUBLIC BUILDINGS AND GROUNDS
This agreement for the provision of replacing City -owned streetlights to energy -efficient light -
emitting diode ("LED") lights ("Agreement") is made and entered in this 7th day of September, 2021
("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and Tanko
Streetlighting, Inc., a California corporation ("Contractor"). City and Contractor are sometimes
individually referred to herein as a "Party" and, together, as the "Parties." In consideration of the
mutual promises contained herein, City and Contractor agree as follows
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ARTICLE 1— ENGAGEMENT OF CONTRACTOR
City hereby engages Contractor to perform the replacement City -owned streetlights to LED
lights (the "Services"). The Services that Contractor shall perform are more particularly
described in Exhibit "A," titled "Scope of Services," which is attached hereto and incorporated
herein by reference.
1.2 The Services shall be performed by Contractor in a professional manner, and Contractor
represents that it has the skill and the professional expertise necessary to provide the Services
to City at a level of competency presently maintained by other practicing professional
Contractors in the industry providing like and similar types of Services.
ARTICLE 2 — RESPONSIBILITIES OF CONTRACTOR
2.1 Contractor shall comply with all applicable federal, state and local laws and regulations in the
performance of the Services including, but not limited, to all applicable Labor Code and
prevailing wage laws and non-discrimination laws, including the Americans with Disabilities
Act. Pursuant to Labor Code section 1773.2, copies of the prevailing rates of per diem wages
as determined by the Director of the California Department of Industrial Relations for each
craft, classification or type of worker needed to undertake the Services are on file at City's
Municipal Utilities and Engineering Department, located at the Civic Center, 35 Cajon Street,
Suite 15A (Mailing: P 0 Box 3005), Redlands, California 92373
2.2 Contractor acknowledges that if it violates the Labor Code provisions relating to prevailing
wages that City may enforce such provisions by withholding payments to Contractor or its
subcontractors pursuant to Labor Code section 1771 6
2.3 If Contractor executes an agreement with a subcontractor to perform any portion of the
Services, Contractor shall comply with Labor Code sections 1775 and 1777 7, and shall
provide the subcontractor with copies of the provisions of Labor Code sections 1771, 1775,
1776, 1777.5, 1813 and 1815 Contractor acknowledges that the statutory provisions
establishing penalties for failure to comply with state wage and hour laws and to pay
prevailing wages may be enforced by City pursuant to Labor Code sections 1775 and 1813
2.4 Contractor and its subcontractors shall comply with the provisions of Labor Code section 1776
regarding payroll records maintenance, certifications, retention and inspection.
2.5 Contractor acknowledges that eight (8) hours constitutes a legal day's work pursuant to Labor
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Code section 1810
2 6 Contractor shall comply with the provisions of Labor Code section 1777.5 as to
apprenticeships, and Labor Code sections 1771, 1775, 1776, 1777 5, 1813 and 1815
2.7 Pursuant to Public Contract Code section 7103.5(b), Contractor offers and agrees to assign to
City all rights, title and interest in and to all causes of action it may have under section 4 of the
Clayton Act (15 U S C section 15) or under the Cartwright Act (Chapter 2 (commencing with
section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from
purchases of goods, goods or materials pursuant to this Agreement.
ARTICLE 3 — RESPONSIBILITIES OF CITY
3 1 City shall make available to Contractor information in its possession that may assist Contractor
in performing the Services.
3.2 City designates Chris Boatman, Facilities and Community Services Director, as City' s
representative with respect to performance of the Services, and such person shall have the
authority to transmit instructions, receive information, interpret and define City's policies and
decisions with respect to performance of the Services.
ARTICLE 4 — PERFORMANCE OF SERVICES
4 1 Contractor shall perform and complete the Services in a prompt and diligent manner in
accordance with the schedule set forth in Exhibit "A," which is attached hereto and
incorporated herein by reference. The Services shall commence as of the Effective Date of this
Agreement.
4.2 Contractor shall complete the Services by September 1, 2022, unless the Services are earlier
terminated as permitted herein.
4.3 Within ten (10) business days upon Notice to Proceed with the project's Streetlight
Conversion phase as outlined in Exhibit A, the Contractor shall be required to provide the City
with 100% payment and performance bonds from a surety company licensed to do business in
the State of California and with a minimum rating of A from AM Best.
ARTICLE 5 — PAYMENTS TO CONTRACTOR
5 1 Total compensation for Contractor's performance of the Services shall be in the amount of one
million three hundred fifteen thousand six hundred eighty five dollars and ninety three cents
($1,315,685.93) City shall pay Contractor in accordance with Exhibit "A" titled "Cost
Proposal" which is attached hereto and incorporated herein by reference.
5.2 Contractor and City shall develop a progress payment schedule based on completion of
milestone Services. Contractor shall submit an invoice to City upon completion of the
Services. City shall pay Contractor no later than thirty (30) days after receipt and approval by
City of Contractor's invoice.
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5 3 Any notice or other communication required, or which may be given, pursuant to this
Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date of
delivery in person, (ii) five (5) days after deposit in first class registered mail, with return
receipt requested, (iii) on the actual delivery date if deposited with an overnight courier; or (iv)
on the date sent by facsimile or electronic mail transmission (including PDF), if confirmed
with a copy sent contemporaneously by first class, certified, registered or express mail, in each
case properly posted and fully prepaid to the appropriate address set forth below, or such other
address as a Party may provide notice in accordance with this section.
CITY
City Clerk
City of Redlands
35 Cajon Street
P 0 Box 3005 (mailing)
Redlands, CA 92373
jdonaldson@cityaredlands.org
(909) 798-7531
CONTRACTOR
Jason Tanko, Chief Executive Officer
Tanko Streetlighting, Inc
220 Bayshore Boulevard
San Francisco, CA 94124
jason@tankolighting.com
415-254-7966
415-822-3626
ARTICLE 6 — INSURANCE AND INDEMNIFICATION
6 1 The following insurance coverage required by this Agreement shall be maintained by
Contractor for the duration of its performance of the Services. Contractor shall not perform
any Services unless and until the required insurance listed below is obtained by Contractor
Contractor shall provide City with certificates of insurance and endorsements evidencing such
insurance prior to commencement of the Services. Insurance policies shall include a provision
prohibiting cancellation or modification of the policy except upon thirty (30) days prior written
notice to City
A. Workers' Compensation and Employer's Liability insurance in the amount that meets
statutory requirements with an insurance carrier acceptable to City, or certification to City
that Contractor is self -insured or exempt from the workers' compensation laws of the State
of California. Contractor shall execute and provide City with Exhibit "D," titled "Workers'
Compensation Insurance Certification," which is attached hereto and incorporated herein
by this reference, prior to performance of the Services.
B Comprehensive General Liability insurance with carriers acceptable to City in the
minimum amount of One Million Dollars ($1,000,000) per occurrence and Two Million
Dollars ($2,000,000) aggregate, for public liability, property damage and personal injury is
required. City shall be named as an additional insured and such insurance shall be primary
and non-contributing to any insurance or self-insurance maintained by City
C Business Auto Liability coverage, with minimum limits of One Million Dollars
($1,000,000) per occurrence, combined single limit bodily injury liability and property
damage liability This coverage shall include all Contractor owned vehicles used in
connection with Contractor's provision of the Services, hired and non -owned vehicles, and
employee non -ownership vehicles. City shall be named as an additional insured and such
insurance shall be primary and non-contributing to any insurance or self-insurance
maintained by City
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6.2 Contractor shall defend, indemnify and hold harmless City and its elected officials, employees
and agents from and against any and all claims, losses or liability, including attorneys' fees,
arising from injury or death to persons or damage to property occasioned by any negligent act
or omission by, or the willful misconduct of, Contractor, or its officers, employees and agents
in performing the Services.
ARTICLE 7 — CONFLICTS OF INTEREST
7 1 Contractor covenants and represents that it does not have any investment or interest in any real
property that may be the subject of this Agreement or any other source of income, interest in
real property or investment that would be affected in any manner or degree by the performance
of Contractor's Services. Contractor further covenants and represents that in the performance
of its duties hereunder, no person having any such interest shall perform any Services under
this Agreement.
7.2 Contractor agrees it is not a designated employee within the meaning of the Political Reform
Act because Contractor
A. Does not make a governmental decision whether to
(i) approve a rate, rule or regulation, or adopt or enforce a City law;
(ii) issue, deny, suspend or revoke any City permit, license, application,
certification, approval, order or similar authorization or entitlement;
(iii) authorize City to enter into, modify or renew a contract;
(iv) grant City approval to a contract that requires City approval and to which
City is a party, or to the specifications for such a contract;
(v) grant City approval to a plan, design, report, study or similar item,
(vi) adopt, or grant City approval of, policies, standards or guidelines for City or for
any subdivision thereof.
B Does not serve in a staff capacity with City and in that capacity, participate in making a
governmental decision or otherwise perform the same or substantially the same duties
for City that would otherwise be performed by an individual holding a position
specified in City's Conflict of Interest Code under Government Code section 87302.
7.3 In the event City determines that Contractor must disclose its financial interests, Contractor
shall complete and file a Fair Political Practices Commission Form 700, Statement of
Economic Interests, with the City Clerk's office pursuant to the written instructions provided
by the City Clerk.
ARTICLE 8 — GENERAL CONSIDERATIONS
8 1 In the event any action is commenced to enforce or interpret any of the terms or conditions of
this Agreement the prevailing Party shall, in addition to any costs and other relief, be entitled
to the recovery of its reasonable attorneys' fees, including fees for the use of in-house counsel
by a Party
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8.2 Contractor shall not assign any of the Services, except with the prior written approval of City
and in strict compliance with the terms and conditions of this Agreement. Any assignment or
attempted assignment without such prior written consent may, in the sole discretion of City,
results in City's immediate termination of this Agreement.
8.3 Contractor is for all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor Neither City nor any of its agents shall
have control over the conduct of Contractor or Contractor's employees, except as herein set
forth. Contractor shall supply all necessary tools and instrumentalities required to perform the
Services. Assigned personnel employed by Contractor are for its account only, and in no event
shall Contractor or personnel retained by it be deemed to have been employed by City or
engaged by City for the account of, or on behalf of City Contractor shall have no authority,
express or implied, to act on behalf of City in any capacity whatsoever as an agent, nor shall
Contractor have any authority, express or implied, to bind City to any obligation.
8 4 This Agreement may be terminated by City, in its sole discretion, by providing not less than
five (5) days prior written notice to Contractor of City's intent to terminate. If this Agreement
is terminated by City, an adjustment to Contractor's compensation shall be made, but (i) no
amount shall be allowed for anticipated profit or unperformed Services, and (ii) any payment
due Contractor at the time of termination may be adjusted to the extent of any additional costs
to City occasioned by any default by Contractor Upon receipt of a termination notice,
Contractor shall immediately discontinue its provision of the Services and, within five (5) days
of the date of the termination notice, deliver or otherwise make available to City, copies (in
both hard copy and electronic form, where applicable) of project related data, design
calculations, drawings, specifications, reports, estimates, summaries and such other
information and materials as may have been accumulated by Contractor in performing the
Services. Contractor shall be compensated on a pro-rata basis for Services completed up to the
date of termination.
8 5 Contractor shall maintain books, ledgers, invoices, accounts and other records and documents
evidencing costs and expenses related to the Services for a period of three (3) years, or for any
longer period required by law, from the date of final payment to Contractor pursuant to this
Agreement. Such books shall be available at reasonable times for examination by City at the
office of Contractor
8 6 This Agreement, including the Exhibits incorporated herein by reference, represents the entire
agreement and understanding between the Parties as to the matters contained herein, and any
prior negotiations, written proposals or verbal agreements relating to such matters are
superseded by this Agreement. Except as otherwise provided for herein, any amendment to
this Agreement shall be in writing, approved by City and signed by City and Contractor
8 7 This Agreement shall be governed by and construed in accordance with the laws of the State
of California, without regard to its conflicts of laws provisions. The Parties agree that all
actions or proceedings arising in connection with this Agreement shall be tried and litigated
only in the state courts located in San Bernardino County, California, and the federal courts
located in Riverside County, California.
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8 8 If one or more of the sentences, clauses, paragraphs or sections contained in this Agreement is
declared invalid, void or unenforceable by a court of competent jurisdiction, the same shall be
deemed severable from the remainder of this Agreement and shall not affect, impair or
invalidate the remaining sentences, clauses, paragraphs or sections contained herein, unless to
do so would deprive a Party of a material benefit of its bargain under this Agreement.
IN WITNESS WHEREOF, duly authorized representatives of City and Contractor have signed
in confirmation of this Agreement.
CITY
By
NDS
Paul T. Banch, Mayor
ATTEST.
e Donaldson, City Clerk
TANKO STREE'PLI j TING, INC
By.
Jason Ta e+ •, Chief Executive Officer
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EXHIBIT "A"
SCOPE OF SERVICES
Streetlight GIS Audit
a. Audit and Lighting Assessment
• Perform a Geographic Information Systems (GIS) inventory audit and photometric design of
the new LED streetlight system to ensure safe night -lighting standards to include selection of
distribution types, wattage recommendations, color grading, and relevant lighting design
information,
• Perform data reconciliation of audit data with utility data, and
Streetlight Conversion
a. Pre and Post Installation Administration
• Develop a comprehensive methodology and timeline to the LED streetlight conversion and
LED Pilot Installation,
• Pilot Installation timeline and approach should include an arterial street with minimum
conversion of 3 consecutive streetlights and a low -density residential street with a minimum
conversion of 2 consecutive streetlights,
• Submit all required documents to ensure SCE processes all available rebates, rate
reductions, and incentives to the City;
• Administer all efforts required to submit and process tariff changes from LS- 1 to LS-2 and
amend any billing records if needed,
• Manage the fixture selection process, including design, material procurement, installation and
commissioning;
• Provide updated electronic post -construction GIS records for all streetlights in the City that
include the date of installation, new fixture installed, and updates on asset condition, as well
as confirmation of the City's pre- conversion data (lamp type, wattage, pole type, etc.);
b LED Streetlight Conversion
• Contractor must complete a Bond for Faithful Performance and possess and maintain a
California State Contractor's Class C-10 contractor's license throughout the term of the
construction phase of the contract;
• Manage procurement, tracking, receipt, offloading, inspection, storage and warehousing of
all procured fixtures and equipment with all returns performed at Contractor's sole expense;
• Purchase City approved luminaires from a vendor authorized by the fixture manufacturer;
• Contractor shall warrant all labor and replace defective luminaires and parts thereof for a
period of one year from the date of project acceptance,
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NPS-2.2 (6/14/21)
• Manage deliveries and staggering of material, this should include any secured storage
considerations;
• Provide all traffic control plans as necessary to be reviewed and approved by the City
and obtain all required no -fee encroachment permits;
• Participate in the development of community outreach and notification plans with the
City's Administrative Contact to ensure project awareness and minimize neighborhood
disturbance;
• Facilitate proper disposal and recycling of waste material including old fixtures;
• The Contractor shall verify all billing adjustments and coordinate inspection of fixtures
with SCE as required;
• Provide all necessary equipment, hardware, and any other materials necessary for a
proper installation that ensures installation quality, compliance with project schedule,
and proper disposal and/or recycling of old fixtures;
• Contractor shall provide quality assurance staff to inspect final work and correct any
errors identified in coordination with City staff to ensure that appropriate inspection
procedures are followed and all repairs are documented and forwarded to the City;
• Provide training of City personnel in all aspects of installation, routine operation,
maintenance, and safety of the LED fixtures installed;
• Coordinate and attend bi-weekly progress meetings with City staff to review
installations, schedules, work safety, public safety, and waste material handling
procedures and requirements,
• Propose other relevant services that the City should consider to efficiently manage the
retrofit implementation,
• The Contractor shall warrantee the work constructed under this contract to be free of
defects in materials and workmanship for a period of one year following the
completion date of the retrofit. Any warranty work shall be performed at the
Contractor's sole expense including materials and labor
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NPS-2.2 (6/14/21)
EXHIBIT "B"
LABOR AND MATERIAL BOND
Whereas, the City of Redlands, State of California, and
(hereinafter designated as "Principal") have entered into an
agreement (the "Agreement") whereby Principal agrees to Description of Improvement Services to Public
Buildings and/or grounds (the "Work"), which said agreement, dated , 20XX,
and titled as "Agreement to Perform Non -Professional Services for Improvement to Public Builds and
Grounds" is hereby referred to and made a part hereof; and
Whereas, under the terms of the Agreement, Principal is required before commencing the performance
of the Work, to file a good and sufficient Labor and Material bond with the City of Redlands to secure the
claims to which reference is made in Title 3 (commencing with Section 9550) of Part 6 of Division 4 of the
Civil Code of the State of California.
Now, therefore, said Principal and the undersigned as corporate surety, are held firmly bound unto the
City and all contractors, subcontractors, laborers, material men and other persons employed in the performance
of the Agreement and referred to in the aforesaid Code of Civil Procedure in the sum of Written dollar amount
Dollars ($ ) for materials furnished or labor thereon of any kind, or for amounts due under the
Unemployment Insurance Act with respect to such work or labor, that said surety will pay the same in an
amount not exceeding the amount hereinabove set forth, and also in case suit is brought upon this bond, will
pay, in addition to the face amount thereof, costs and reasonable expenses and fees, including reasonable
attorneys' fees, incurred by the City in successfully enforcing such obligation, to be awarded and fixed by the
court, and to be taxed as costs and to be included in the judgment therein rendered.
It is hereby expressly stipulated and agreed that this bond shall insure to the benefit of any and all
persons, companies and corporations entitled to file claims under Title 3 (commencing with Section 9550) of
Part 6 of Division 4 of the Civil Code, so as to give a right of action to them or their assigns in any suit brought
upon this bond.
Should the condition of this bond be fully performed, then this obligation shall become null and void,
otherwise it shall be and remain in full force and effect.
The surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the
terms of the Agreement or the specifications accompanying the same shall in any manner affect its obligations
on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition.
In witness whereof, this instrument has been duly executed by the Principal and surety above named,
on , 20_
(SEAL)
(Contractor)
(SEAL)
(Surety)
BY
(Signature) (Signature)
Address.
(Seal and Notarial Acknowledgment of Telephone( )
Surety)
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NPS-2.2 (6/14/21)
EXHIBIT "C"
COST PROPOSAL
GE Product Offering
Existing Fixture
New Proposed
LED Wattage
Quantity
Turn -Key LED
Conversion Unit
Price*
Extended Price
Respondent Proposed
LED Price
13W CFL Short Pole+
13
234
$ 240.24
$ 56,216.16
$ 59,945.54
26W CFL Short Polei
26
739
$ 240,24
$ 177,537.36
$ 189,315.17
70W HPS Tall Pole
22
893
$ 239.07
$ 213,485,78
100W HPS Tall Pole
28
1,692
$ 239.07
$ 404,499.38
150W HPS Tall Pole
36
1,040
$ 241.22
$ 250,869.66
160W HPS Tall Pole
36
2
$ 241.22
$ 482,44
200W CFL Short Pole
26
33
$ 240,24
$ 7,927,92
$ 12,862.99
200W HPS Tall Pole
46
186
$ 274,62
$ 51,079.94
$ 1,183,723.57
Unknown HPS Wattage Tall
84
3
$ 394.23
$ 1,182.68
Total QTY.
4,822
Subtotal:
$ 1,163,281.31
Project Contingency.
10%
$ 116,328,13
$ 118,372.36
TOTAL (Not to Exceed Contract amount):
$ 1,279,609 44
If d
$ 1,302,095.93
*Turnkey unit pricing is Inclusive of all services listed In the provided proposal, installation and materia (fixtures an
photocells) and sales tax.
iRespondent should provide a price for the preferred Cree standard, but may also propose a different LED standard
Optional Adders
Adder Scope
Audit of Already LED Lights
Quantity
755
Per unit Cost
$ 18,00
Extended Price
$ 13,590.00
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NPS-2.2 (6/14/21)
EXHIBIT "D"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
Every employer, except the State, shall secure the payment of compensation m one or more of
the following ways
(a)
(b)
By being insured agamst liability to pay compensation by one or more insurers
duly authorized to write compensation insurance m this State
By securing from the Director of Industrial Relations, a certificate of consent to
self -insure, either as an individual employer, or as one employer in a group of
employers, which may be given upon furnishing proof satisfactory to the Director
of Industrial Relations of ability to self -insure and to pay any compensation that
may become due to his or her employees
CHECK ONE
V I am aware of the provisions of Section 3700 of the Labor Code which requires every
employer to be insured against liability for Workers' Compensation or to undertake self-
insurance in accordance with the provisions of that Code, and I will comply with such provisions
before commencing the performance of the work and activities required or permitted under this
Agreement (Labor Code §1861)
I affirm that at all times, m performing the work and activities required or permitted under
this Agreement, I shall not employ any person in any manner such that I become subject to the
workers' compensation laws of California However, at any time, if I employ any person such
that I become subject to the workers' compensation laws of California, immediately I shall
provide the City with a certificate of consent to self -insure, or a certification of workers'
compensation insurance
I certify under penalty of perjury under the laws of the State of California that the information
and representations made in this certificate are true and correct
TANKO STRFjET IGHTING, INC
By
Jason o, Chief Executive Officer
Date
6/J /° L/
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