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08-13-2019 CC Rpt 21COUNCIL AGENDA STAFF REPORTCOUNCIL AGENDA STAFF REPORT TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS DATE: AUGUST 13, 2019 FROM: CITY MANAGER ITEM NO:21 SUBJECT:AGREEMENT WITH TANKO STREETLIGHTING, INC. FOR STREETLIGHT MAINTENANCE AND REPAIR SERVICES RECOMMENDATION: Authorize the execution of a three year Maintenance Agreement with two, one-year renewal options with Tanko Streetlighting, Inc., to provide streetlight maintenance and repair services in an annual amount not-to-exceed $194,983.68 for a total not-to-exceed amount of $974,918.40 if extended for the full five-year term. BACKGROUND/ANALYSIS: On April 10, 2018, the City Council approved a project to retrofit high pressure sodium (HPS) streetlights to light emitting diode (LED). Included in this project was the initial maintenance of the newly acquired streetlight system. The City Council awarded a contract to Tanko Streetlighting, Inc. for the audit, LED conversion and initial maintenance services. Prior to the expiration of the initial maintenance period, staff prepared a Request for Proposals (RFP) for ongoing streetlight system maintenance and repair services. On May 29, 2019, staff issued the RFP. Critical elements of the RFP included: 1. The contractor's proximity to the City and their ability to respond promptly to the City's needs. 2. Experience with streetlight system maintenance in the Southern California Edison territory. 3. A demonstrated capability for database management and the ability to transition and maintain the City's current streetlight database. 4. Customer service experience. 5. Contractor's understanding of the City's needs and a detailed approach to accomplishing the work. On June 20, 2019, seven proposals were received from the following contractors: 1. Bear Electrical Solutions 2. Fluoresco Lighting and Signs 3. Computer Service Company, Inc. 4. Quality Light and Electrical 5. Foddrill Construction Corp. 6. Tanko Streetlighting, Inc. 7. Siemens Mobility, Inc. 391/658 Staff thoroughly evaluated the proposals based on their responses to the critical elements listed above. After review, staff identified Tanko Streetlighting, Inc. (Tanko) as the most qualified contractor. Tanko responded to all of the requirements of the RFP in great detail and demonstrated a complete understanding of the City's needs. A large obligation of this service is devoted to data and inventory management, including the operation of a 24-hour call center. Tanko will respond to both public and City issued requests for services. Routine requests will be batched for cost savings, and emergency needs will be addressed within two hours of notification. This agreement requires Tanko to work with City staff to determine response requirements. In addition, Tanko will monitor inventory levels and, with authorization from City staff, procure replacement components as needed. The agreement has several cost factors. The management is a monthly fee of $1.13 per pole. Current streetlight inventory of 4,528 poles brings the annual management cost to $61,399.68. A bi-annual street light audit is $13,584 per year. These two fixed factors will annually cost $74,983.68. Routine maintenance and emergency response are on an "as-needed" basis and will be billed using the hourly rates established in the agreement. Routine maintenance calls include light outages and photocell failures. Emergency calls are typically streetlight knockdowns due to traffic accidents. In most cases, the City is able to recover the associated costs for emergency calls from the respective insurance companies; however, the City must pay for the repair in advance. Staff is requesting an annual amount not-to- exceed $120,000 for these "as-needed" services. Staff is requesting the City Council to authorize a three year contract with two, one-year renewal options to Tanko Streetlighting, Inc., in an annual not-to-exceed amount of $194,983.68. ENVIRONMENTAL (CEQA) REVIEW: This project is exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15301 of the State CEQA guidelines because the streetlights are existing facilities, and this project only consists of the operation, repair, maintenance, or minor alteration of existing public facilities involving negligible or no expansion of use beyond that currently existing. FISCAL IMPACT: There is sufficient funding in the Parks and Landscape and the Street Maintenance operating budgets to cover the Fiscal Year 2019-20 costs of the Tanko Streetlighting, Inc. agreement. Future agreement costs will be budgeted for in the appropriate fiscal year. REVIEWED BY OTHERS: This agenda item has been reviewed by the Finance Director. Respectfully Submitted,Recommended By: Attachments Tanko Agreement 392/658 Daniel Bobadilla Director of Public Works/City Engineer Maintenance Agreement Page 1 of 13 Streetlight Maintenance Services MAINTENANCE AGREEMENT BETWEEN THE CITY OF CHINO HILLS AND TANKO STREETLIGHTING, INC. THIS MAINTENANCE AGREEMENT (“Agreement”) is made and entered into this 13th day of August 2019, by and between the CITY OF CHINO HILLS, a general law city and municipal corporation (“CITY”) and TANKO STREETLIGHING, INC. (“CONTRACTOR”). The Parties agree as follows: 1.CONSIDERATION A.As partial consideration, CONTRACTOR agrees to perform the work listed in the SCOPE OF SERVICES, below; B.As additional consideration, CONTRACTOR and CITY agree to abide by the terms and conditions contained in this Agreement; C.As additional consideration, CITY agrees to pay CONTRACTOR an annual amount not to exceed $194,983.68 on the terms set forth in the attached “Exhibit A,” which is incorporated by reference, for CONTRACTOR’s services. Payments shall be made within forty-five (45) days after receipt of each invoice as to all undisputed fees. If the City disputes any of CONTRACTOR’s fees it shall give written notice to Consultant within 30 days of receipt of an invoice of any disputed fees set forth on the invoice. 2.TERM The term of this Agreement will be from September 1, 2019 to August 31, 2022. The Agreement may be renewed in advance and in writing by the City Manager for two additional one-year terms. 3.SCOPE OF SERVICES A.CONTRACTOR will perform services listed in the attached Exhibit B. B.CONTRACTOR will, in a workmanlike manner, furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space and facilities, and all tests, testing and analyses, calculation, and all other means whatsoever, except as herein otherwise expressly specified to be furnished by CITY, necessary or proper to perform and complete the work and provide the professional services required of CONTRACTOR by this Agreement. 393/658 Maintenance Agreement Page 2 of 13 Streetlight Maintenance Services 4.PREVAILING WAGES A.Pursuant to Labor Code § 1720, and as specified in 8 California Code of Regulations § 16000, CONTRACTOR must pay its workers prevailing wages. It is CONTRACTOR’s responsibility to interpret and implement any prevailing wage requirements and CONTRACTOR agrees to pay any penalty or civil damages resulting from a violation of the prevailing wage laws. B.In accordance with Labor Code § 1773.2, copies of the prevailing rate of per diem wages are available upon request from CITY’s Engineering Division or the website for State of California Prevailing wage determination at http://www.dir.ca.gov/DLSR/PWD. CONTRACTOR must post a copy of the prevailing rate of per diem wages at the job site. C.CITY directs CONTRACTOR’s attention to Labor Code §§ 1777.5, 1777.6 and 3098 concerning the employment of apprentices by CONTRACTOR or any subcontractor. D.Labor Code § 1777.5 requires CONTRACTOR or subcontractor employing tradesmen in any apprenticeship occupation to apply to the joint apprenticeship committee nearest the site of the public works project and which administers the apprenticeship program in that trade for a certificate of approval. The certificate must also fix the ratio of apprentices to journeymen that will be used in the performance of the contract. The ratio of apprentices to journeymen in such cases will not be less than one to five except: i.When employment in the area of coverage by the joint apprenticeship committee has exceeded an average of 15 percent in the 90 days before the request for certificate, or ii.When the number of apprentices in training in the area exceeds a ratio of one to five, or iii.When the trade can show that it is replacing at least 1/30 of its membership through apprenticeship training on an annual basis state-wide or locally, or iv.When CONTRACTOR provides evidence that CONTRACTOR employs registered apprentices on all of his contracts on an annual average of not less than one apprentice to eight journeymen. v.CONTRACTOR is required to make contributions to funds established for the administration of apprenticeship programs if CONTRACTOR employs registered apprentices or journeymen in any apprenticeable trade on such contracts and if other contractors on the public works site are making such contributions. 394/658 Maintenance Agreement Page 3 of 13 Streetlight Maintenance Services vi.CONTRACTOR and any subcontractor must comply with Labor Code §§ 1777.5 and 1777.6 in the employment of apprentices. vii.Information relative to apprenticeship standards, wage schedules and other requirements may be obtained from the Director of Industrial Relations, ex-officio the Administrator of Apprenticeship, San Francisco, California, or from the Division of Apprenticeship Standards and its branch offices. E.CONTRACTOR and its subcontractors must keep an accurate certified payroll records showing the name, occupation, and the actual per diem wages paid to each worker employed in connection with this Agreement. The record will be kept open at all reasonable hours to the inspection of the body awarding the contract and to the Division of Labor Law Enforcement. If requested by CITY, CONTRACTOR must provide copies of the records at its cost. CONTRACTOR and its subcontractors must be registered and remain registered with the California Department of Industrial Relations (DIR) throughout the term of this Agreement in accordance with the California Labor Code, including Labor Code Section 1771.1, and any successor or replacement provision thereto. 5.FAMILIARITY WITH WORK A.By executing this Agreement, CONTRACTOR represents that CONTRACTOR has i.Thoroughly investigated and considered the scope of services to be performed; ii.Carefully considered how the services should be performed; and iii.Understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement. B.If services involve work upon any site, CONTRACTOR warrants that CONTRACTOR has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing the services hereunder. Should CONTRACTOR discover any latent or unknown conditions that may materially affect the performance of the services, CONTRACTOR will immediately inform CITY of such fact and will not proceed except at CONTRACTOR’s own risk until written instructions are received from CITY. 6.BONDS A.Within ten (10) business days upon Notice to Proceed, 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." 395/658 Maintenance Agreement Page 4 of 13 Streetlight Maintenance Services 7. INSURANCE A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, CONTRACTOR will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: Type of Insurance Limits (combined single) Commercial general liability: $2,000,000 Business automobile liability $2,000,000 Workers compensation Statutory requirement. B. Commercial general liability insurance will meet or exceed the requirements of ISO-CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the polic y coverage. Liability policies will be endorsed to name City, its officials, and employees as “additional insureds” under said insurance coverage and to state that such insurance will be deemed “primary” such that any other insurance that may be carried b y City will be excess thereto. Such insurance will be on an “occurrence,” not a “claims made,” basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to City. C. Automobile coverage will be written on ISO Business Auto Coverage Form CA 00 01 06 92, including symbol 1 (Any Auto), or owned, hired, non -owned, scheduled, non-scheduled or rented vehicles, (or combination thereof dependent upon working being performed under contract). D. CONTRACTOR will furnish to City duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement, endorsements as required herein, and such other evidence of insurance or copies of policies as may be reasonably required by City from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of “A:VII,” unless otherwise approved and accepted by the City Manager or his/her designee in writing. Certificate(s) must reflect that the insurer will provide thirty (30) day notice of any cancellation of coverage. CONTRACTOR will require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word “endeavor” with regard to any notice provisions. E. Should CONTRACTOR, for any reason, fail to obtain and maintain the insurance required by this Agreement, City may obtain such coverage at CONTRACTOR’s expense and deduct the cost of such insurance from payments due to CONTRACTOR under this Agreement or terminate. 396/658 Maintenance Agreement Page 5 of 13 Streetlight Maintenance Services F.Unless the City Manager otherwise agrees in writing, all insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against CITY, its elected or appointed officials, employees, volunteers, and agents. CONTRACTOR hereby waives its own right of recovery against CITY and shall require similar express waivers from each of its subcontractors. 8.TIME FOR PERFORMANCE CONTRACTOR will not perform any work under this Agreement until: A.CONTRACTOR furnishes proof of insurance as required under Section 7 of this Agreement; and B.CITY gives CONTRACTOR a written Notice to Proceed. C.Should CONTRACTOR begin work in advance of receiving written authorization to proceed, any such professional services are at CONTRACTOR’s own risk. 9.TERMINATION A.Except as otherwise provided, CITY may terminate this Agreement upon providing written notice to CONTRACTOR at least thirty (30) days before the effective termination date. Notice of termination will be in writing. In the event of such termination, CONTRACTOR shall be compensated for non-disputed fees under the terms of this Agreement up to the date of termination. B.CONTRACTOR may terminate this Agreement upon providing written notice to CITY at least thirty (30) days before the effective termination date. C.Should the Agreement be terminated pursuant to this Section, CITY may procure on its own terms services similar to those terminated. D.By executing this document, CONTRACTOR waives any and all claims for damages that might otherwise arise from CITY’s termination under this Section. 10. INDEMNIFICATION A.CONTRACTOR indemnifies and holds CITY harmless from and against any claim, action, damages, costs (including, without limitation, reasonable attorney’s fees and penalties), injuries, or liability, arising out of this Agreement, or its performance including, without limitation, damages or penalties arising from CONTRACTOR’s removal, remediation, response or other plan concerning any Hazardous Waste resulting in the release of any hazardous substance into the environment , except for such loss or damage arising from CITY’s sole negligence or willful misconduct. Should CITY be named in any suit, or should any claim be brought against it by suit 397/658 Maintenance Agreement Page 6 of 13 Streetlight Maintenance Services or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, CONTRACTOR will defend CITY (at CITY’s request and with counsel satisfactory to CITY) and will indemnify CITY for any judgment rendered against it or any sums paid out in settlement or otherwise. B. For purposes of this section “CITY” includes CITY’s officers, officials, employees, agents, representatives, and volunteers. C. CONTRACTOR expressly agrees that this release, waiver, and indemnity agreement is intended to be as broad and inclusive as is permitted by the law of the State of California and that if any portion is held invalid, it is agreed that the balance will, notwithstanding, continue in full legal force and effect. D. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement. E. The requirements as to the types and limits of insurance coverage to be maintained by CONTRACTOR as required by this Agreement, and any approval of said insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by CONTRACTOR pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification. 11. INDEPENDENT CONTRACTOR CITY and CONTRACTOR agree that CONTRACTOR will act as an independent contractor and will have control of all work and the manner in which is it performed. CONTRACTOR will be free to contract for similar service to be performed for other employers while under contract with CITY. CONTRACTOR is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct CONTRACTOR as to the details of doing the work or to exercise a measure of control over the work means that CONTRACTOR will follow the direction of the CITY as to end results of the work only. 12. NOTICES A. All notices given or required to be given pursuant to this Agreement will be in writing and may be given by personal delivery, email or by mail. Notice sent by mail will be addressed as follows: To CITY: City of Chino Hills Attn: City Clerk 14000 City Center Drive Chino Hills, CA 91709 Email: cityclerk@chinohills.org 398/658 Maintenance Agreement Page 7 of 13 Streetlight Maintenance Services To CONTRACTOR: Tanko Streetlighting, Inc. Attn: Jason Tanko 220 Bayshore Boulveard San Francisco, CA 94122 B. When addressed in accordance with this paragraph, notices will be deemed given upon deposit in the United States mail, postage prepaid. In all other instances, notices will be deemed given at the time of actual delivery. C. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph. 13. TAXPAYER IDENTIFICATION NUMBER CONTRACTOR will provide CITY with a Taxpayer Identification Number. 14. BUSINESS LICENSE CONTRACTOR shall maintain a valid Business License with the CITY through the term of the contract. 15. CONTRACTOR’S KNOWLEDGE OF APPLICABLE LAWS. CONTRACTOR shall keep itself informed of applicable local, state and federal laws and regulations which may affect those employed by it or in any way affect the performance of its services pursuant to this Agreement. Contractor shall observe and comply with all such laws and regulations affecting its employees. City and its officers and employees, shall not be liable at law or in equity as a result of any failure of Contractor to comply with this section.” 16. WAIVER A waiver by CITY of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character. 17. SEVERABLE If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agree ment will continue in full force and effect. 399/658 Maintenance Agreement Page 8 of 13 Streetlight Maintenance Services 18. CAPTIONS The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement. 19. INTERPRETATION This Agreement was drafted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in San Bernardino County. The language of each part of this Agreement will be construed simply and according to its fair meaning, and this Agreement will never be construed either for or against either party. 20. AUTHORITY/MODIFICATION The terms of this Agreement can only be modified in writing approved by the CITY AND THE CONTRACTOR. The parties agree that this requirement for written modifications cannot be waived and any attempted waiver shall be void. 21. EFFECT OF CONFLICT In the event of any conflict, inconsistency, or incongruity between any provision of this Agreement, its attachments, the purchase order, or notice to proceed, the provisions of this Agreement will govern and control. 22. FORCE MAJEURE Should performance of this Agreement be prevented due to fire, flood, explosion, war, terrorist act, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties’ control, then the Agreement will immediately terminate without obligation of either party to the other . 23. ENTIRE AGREEMENT This Agreement and its one attachment constitutes the sole agreement between CONTRACTOR and CITY. To the extent that there are additional terms and conditions contained in Exhibit “A” that are not in conflict with this Agreement, thos e terms are incorporated as if fully set forth above. There are no other understandings, terms or other agreements expressed or implied, oral or written. 23.CONSISTENCY In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the attached Exhibits; this Agreement supersedes any conflicting provisions. Any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below: 400/658 Maintenance Agreement Page 9 of 13 Streetlight Maintenance Services A. Exhibit A: Compensation B. Exhibit B: Scope of Work IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first written above. CITY OF CHINO HILLS Cynthia Moran Mayor TANKO STREETLIGHING, INC. (Signature) ATTEST: (Printed name/Title) Cheryl Balz City Clerk (Date) (Date) (Signature) APPROVED AS TO FORM: (Printed Name/Title) Mark D. Hensley City Attorney (Date) 401/658 Tanko Lighting Cost Proposal Sheet City of Chino Hills, CA RFP for Street Light Maintenance and Repair ONGOING MAINTENANCE Sierra Pllclfic Standby $/Pole/Month Maintenance Proeram Tanko Oversl1ht $/Pole/Month Maintenance Pro1ram Visual Ni&ht Audit {Arterial, Collector & Nel1hborhood) Onioln1 maintenance for all work not covered under I Streetli1ht Maintenance Worker Maintenance Warranty I Foreman Laborer Streetllaht Maintenance Worker Ongoin& maintenance for all work not covered under I Maintenance Warranty Foreman I Laborer Ongoing maintenance for all work not covered under I Streetlriht Maintenance Worker Maintenance Warranty I Foreman Laborer Item Description Ameron 1Cl23 Street light Poles Ameron 1C128 Street li&ht Poles Ameren: 4 foot Single arms Ameron: 4 foot Double arms Ameron: 6 foot Single arms Ameron: 6 foot Double arms Ameron: 8 foot Single arms Ameron: 8 foot Double arms Phillps Lumec 81 watt fixtures in type 3 confl1uratlon (RFM-S0W48LED3K-G2-R3M-UNV-DMG API-RCD7-GY3) Phillps Lumec 54 Watt fixtures In type 3 configuration {RFM-55W32LED3K-G2-R2M-UNV- DMG-APl·RCD8-GY3) Phillps Lumec 24 Watt fixtures In type 2 {RFS·25W16LED3K·G2·R2M-UNV-DMG-APl·RCD7- GY3) Phillps Lumec 24 Watt fixtures In type 4 configurations {RFS-25W16LED3K-G2-4-UNV-DMG· APl·RCD7-GY3) Tore Lons Life 7 Pin Photocells Notes: lllli!', Per Li&ht Fixtllre Per L11ht Axture Per LI1ht Fixture Hourly Rate/ Normal Hourly Rate/ Normal Hourlv Rate/ Normal Hourly Rate/ After Hours Hourly Rate/ After Hours Hourly Rate / After Hours Hourly Rate / Holiday Hourlv Rate/ Holldav Hourly Rate L Holfday Quantity 10 5 10 10 10 10 10 10 10 II 10 II 20 10 100 (o,,I rs 0.25 1$ 0.88 .J $ 1.50 $ 132.00 $ 132.00 $ 8030 $ 148.50 $ 148.50 $ 111.10 $ 203.50 $ 203.50 $ 149.60 Cost $ 1,924.00 $ $ 2,976.00 $ $ 280.50 $ $ 621.50 $ $ 308.00 $ $ 679.80 $ $ 394.90 $ $ 828.30 $ $ 290.40 $ IS 250.80 Is IS 190.30 I s $ 190.30 $ $ 15.00 $ Extended Cost 19,240.00 14,880.00 2,805.00 6,215.00 3,080.00 6,798.00 3,949.00 8,283.00 2,904.00 2,508.00 3,806.00 1,903.00 1,500.00 1. Please note that the hourly maintenance rates listed In this Cost Proposal Sheet are lower than the estimate Tanko Lighting previously provided to the City (prior to this RFP). The reason for the lowered rates is that Sierra Pacific now has a thorough knowledge of the Oty's streetH1ht maintenance needs and has provided a 24-hour stand-by fee (whereas in the past, this cost was Integrated Into the hourly rate). 2. Should the City request It, we will provide Inventory mana1ement and secured stora1e support (as outlined in our proposal) for no additional cost to the City. 3. Quoted materials Include current federal tariffs. If these are eliminated, we will reduce pricin1 accprdingly. 4. Quoted materials do not Include sales tax. EXHIBIT A - COMPENSATION Maintenance Agreement Page 10 of 13 Streetlight Maintenance Services 402/658 MAINTENANCE MATERIAL PRICING I ,, I I II I I II I I I I 1 Exhibit B Scope of Work: 1.Street Lights For the purpose of this contract, “Street Lights” shall be understood to mean the complete pole and mast arm assembly, luminary, including lamp, reflector, refractor, leads, contacts, socket, and housing, and in addition thereto, the ballast, photo cells, the wiring within, and any aerial wiring between poles. There are approximately 4,528 such lights in the City. 2.Contractor’s Response for Routine Maintenance Within 5 business days of notification by the City, Tanko Streetlighting (Tanko) shall diagnose the source of a malfunction within said light or lighting system and/or series circuits. If the malfunction is due to any of the above-mentioned components, Tanko shall immediately repair or replace the malfunctioning component. If the inoperability of a street light is due to the lack of sufficient voltage, or other related issues concerning electricity delivery; Tanko shall be responsible for reporting such failures to Southern California Edison (SCE) and providing the necessary follow up until resolution is made. 3.Contractor’s Response for Emergency Service Calls When an emergency arises, the City will notify Tanko directly. Tanko shall respond and be at the location within two hours following the notification of a street light failure (typically a knockdown) from a City of Chino Hills representative. In the event of a knockdown, Tanko shall remove all debris associated with the knockdown and safely isolate the electrical feed. The electrical feed shall be isolated in a manner that prevents “readily-accessible” (per the current version of the California Electrical Code) access from the general public. The following business day after a knockdown, Tanko shall provide the City detailed notes of their response, corrective actions, and a plan and timeline for replacement. All knockdowns that occur in the City shall be invoiced separately so the City can properly seek appropriate restitution from the responsible party. It is understood and agreed that a failure on a part of Tanko to respond within two hours to any emergency service call as provided will cause the City to suffer an unascertainable amount of damage. Therefore, the contract will stipulate that Tanko will pay to the City, not as a penalty but as liquidated damages, the amount of $100 per hour. The time for such liquidated damages shall commence from the first hour after the previously- mentioned response time. The total amount of liquidated damages will be totaled and deducted from the invoice payment. 4.Traffic Control Maintenance Agreement Page 11 of 13 Streetlight Maintenance Services 403/658 2 Tanko shall provide safe and continuous passage for pedestrian and vehicular traffic at all times. All warning lights, signs, flares, barricades, delineators, detours, and other facilities for the sole convenience and direction of public traffic shall be furnished and maintained by Tanko or their subcontractor. All traffic control shall conform to, and be placed in accordance with, the current Work Area Traffic Control Handbook (WATCH), and CA MUTCD. Flashing arrow board(s) shall be furnished and maintained as directed by the City. When work is completed, all traffic control signs, barricades, delineators, etc., shall be removed from the site. 5.Inventory The City intends to maintain a sufficient stock of light heads, mast arms, photo cells and poles. However, this contract will also include an option for the City to have Tanko procure these items on the City’s behalf. Line-item pricing is shown in Exhibit A and includes the following inventory items: Ameron 1C123 Street light Poles Ameron 1C128 Street light Poles Ameron: 4 foot, 6 foot, 8 foot, single and double mast arms. Philips Lumec 81 watt fixtures in type 3 configuration (RFM-80W48LED3K-G2- R3M-UNV-DMG-API-RCD7-GY3) Philips Lumec 54 Watt fixtures in type 3 configuration (RFM-55W32LED3K-G2- R2M-UNV-DMG-API-RCD8-GY3) Philips Lumec 24 Watt fixtures in type 2 and 4 configurations (RFS-25W16LED3K- G2-R2M-UNV-DMG-API-RCD7-GY3) (RFS-25W16LED3K-G2-4-UNV-DMG-API- RCD7-GY3) Torc Long Life 7 Pin Photocells 6.Materials and Response Tanko shall have or establish, within 90 days of award of contract, adequate shop and storage facilities within a 30 mile radius to the intersection of Chino Hills Parkway and Pipeline Avenue. The facility shall house the necessary staff and equipment for the lighting maintenance program as described in this document. Tanko shall maintain a primary contact telephone number and two backup telephone numbers during the entire term of the contract where a designated representative can be reached 24 hours a day, 365 days a year. Tanko shall also maintain and provide direct phone numbers and email addresses of various pertinent staff/employees with which the City can maintain regular and direct contact regarding billing, estimating, service calls, status reports, scheduling, testing, and other related issues. Following approval by the City, Tanko shall install the replacement streetlight pole(s) within 10 business days from receipt of replacement estimate. This time requirement may be extended by the City to accommodate ordering specialty materials, or for utility-side repairs. The City acknowledges that Tanko cannot control timelines of utility-side repairs. Maintenance Agreement Page 12 of 13 Streetlight Maintenance Services 404/658 3 7.Warranty Services During the warranty period for any street lighting component, Tanko shall be responsible for making contact between the equipment manufacturer, distributor, the installing contractor, and the City regarding any required service determined to be under warranty. The current Philips fixtures have a 10 year warranty from the manufacturer. T anko shall notify the City of any undue delays in response due to the manufacturer or installing contractor and provide details of each incident. 8.Lighting Upgrades, Modifications, and Installations Tanko shall install, modify, and/or upgrade street lighting and all associated hardware or traffic safety devices as requested by the City. All such work shall be considered extra work and shall be performed to the satisfaction of the City. No additional or extra work shall be commenced or undertaken by Tanko unless authorized in advance in writing by the City. Said authorization is a condition precedent to Tanko’s entitlement to reimbursement or remuneration for such services. This work shall be performed within an agreed upon time limit established by the City and for a mutually agreed upon price. The City shall retain discretionary right to perform any additional work through the use of City forces, by negotiated agreement, or to advertise such work for construction by others. 9.Inspections The City stipulates that the inspections of all arterial and collector road street lights occur twice per year and annually for all other areas. 10.Database Management The City will expect Tanko to maintain a GIS database for the recently audited and acquired street lights. The database shall be updated monthly and include details of all services provided to reported outages, emergency knockdowns, and warranty claims. 11.Meetings Tanko and any of its staff shall be available to meet, monthly, or as necessary, with City staff at a mutually agreed upon time and place to review maintenance activities, operational and timing activities, pending work, estimates, work quality, and any items related to Tanko’s work under the contract. Maintenance Agreement Page 13 of 13 Streetlight Maintenance Services 405/658 406/658 CERTIFICATE OF SECRETARY The undersigned Secretary ofTanko Streetlighting, Inc . hereby certifies that the attached document is a true and correct copy of the Action by Unanimous Written Consent of the Directors of Tanko Streetlighting, Inc . adopted on July 2, 2014 by the Board of Directors of the Corporation. Dated as of July 2, 2014 Clare Bressani Tanko, Secretary 407/658 ACTION BY UNANIMOUS WRITTEN CONSENT OF DIRECTORS OF TANKO STREETLIGHTING, INC. The undersigned, being all of the directors of Tanko Streetlighting, Inc., a California corporation, hereby take the following actions and adopt the following resolutions on behalf of said corporation by written consent, pursuant to Section 307(b) of the California Corporations Code and the Articles and Bylaws of the corporation. Authority to Bind Corporation WHEREAS, the Corporation is currently reviewing and bidding jobs and performing work in a wide range of locations; and WHEREAS, various officers of this Corporation have been called up to execute contractual and other documents on behalf of this Corporation in connection with both bidding and performing work; and WHEREAS, the Corporation wishes to confirm, ratify and verify the authority of officers to act on behalf of the Corporation in connection with the execution of both bid and contractual documents, as provided by both the Corporations Bylaws and in accordance with California law; IT IS NOW THEREFORE, RESOLVED, that the Corporation confirms that the following individual officers of the Corporation are specifically authorized to execute both bid and contractual documents on behalf of the Corporation: Officer President and Chief Executive Officer Chief Financial Officer/Treasurer Dated July 2, 2014 Clare Bressani Tanko, Director -d:!iJ:z:-v2 / 2-o, ~