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HomeMy WebLinkAboutECONOLITE TRAFFIC ENGINEERING AND MAINTENANCE, INC. 2 -2008 INSURANCE ON FILE WORKMAY PROCEED UNTIL INSURANCE EXPIRES "1-;27-07 CLERK ~a~~''2 Looa O~A~~~A(\) _ e\)y--d y t)mdl~ A-2008-084 CONTRACTOR AGREEMENT THIS AGREEMENT, made and entered into this 5th day of May, 2008 by and between Econolite Traffic Engineering and Maintenance, Inc., a California corporation (hereinafter "Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a Contractor having special skill and knowledge in the field of street lighting systems and installation of underground cables and conduits. B. Contractor represents that Contractor is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall provide street light repair and replacement for the Floral Park neighborhood, as set forth in City's Request for Proposal dated December 6, 2007, attached hereto as Exhibit A, and incorporated, in full, by this reference. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in Contractor's Fee Proposal, attached hereto as Exhibit B. The total sum to be budgeted under this Agreement shall not exceed $375,000.00, per fiscal year, for a total compensation of $1,125,000.00 during the term ofthis Agreement. The total compensation includes a contingency for replacement of conduit as necessary, and other unforeseen circumstances. Said funds shall accumulate during the term of this Agreement if not expended during the fiscal year allocated to this Agreement. b. The Contractor will be paid monthly in arrears for work performed satisfactorily under this contract. By the 10th of each month the Contractor shall submit a detailed progress report, 1 detailing the percentage of work completed on the circuit in the prior month. This report shall be accompanied by a billing in accordance with the contract price for the work performed, and shall become the basis for payment. Payment by City shall be made within thirty (30) days following receipt of such invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and will terminate December 31,2009, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended upon the written approval of the Executive Director of the Public Works Agency and the City Attorney. 4. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence. Contractor's comprehensive general liability insurance policy shall contain language substantially similar to the following clauses: 2 (1) The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. (2) With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insured. (3) This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. 3 f. Certificates of insurance evidencing the coverages required by the clauses set forth above shall be filed with City prior to the effective date of this Agreement. This is a condition precedent to the formation of any obligation by City to compensate Contractor under this agreement. 6. INDEMNIFICATION Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, Contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Contractor or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 7. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 4 8. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 telefacsimile (714) 647-6956 With courtesy copies to: Executive Director of Public Works Agency Administrative Services City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-5069 and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6515 To Contractor: Econolite Traffic Engineering and Maintenance, Inc. 3360 E. La Palma Avenue Anaheim, California 92806 telefacsimile (714) 666-1123 Attn: Rick Duncan, Operations Manager A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been 5 deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 12. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 6 13. DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 15. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16. RESPONSIBILITY FOR DAMAGES The Contractor shall be responsible for all damages to persons and/or property that occur as a result of the fault or negligence of said Contractor or its employees in connection with the performance of this work. 17. FAILURE TO PERFORM SATISFACTORILY A. It is agreed and understood that if the Contractor fails to perform the work as specified herein, the Director 1) will only pay for the amount of service received as determined by the Director with an appropriate downward adjustment in contract price, or 2) may have such required work done by City forces or otherwise, and charge the cost thereof to the Contractor. Such adjustments will be the estimated cost for performance by City forces plus City overhead and will include overtime pay as required to complete work. B. The Director may make a billing adjustment in monthly payments for insufficiencies in service rendered by the Contractor. Billing adjustments for this 7 unsatisfactory service may be permanent retention of 100% of the estimated monthly cost for work that is incomplete or deficient as stated herein. C. If the Contractor performs the work in such a manner that the amount of payment withheld due to sub-standard performance, non-performance and forfeiture for non- completion per schedule totals five (5) percent of the total contract price, the City will put the Contractor under notice of non-compliance. If the Contractor continues to perform the work in such a manner that the amount of payment withheld due to substandard performance, non-performance and forfeiture for non-completion per schedule totals ten (10) percent of the total contract price, the contract is subject to cancellation at the City's option. In the event of cancellation for unsatisfactory performance, the original Contractor shall reimburse the City for damage accrued by changing contractors 18. SAFETY REQUIREMENTS All work performed under this contract shall be performed in a manner as to provide required maximum safety to the public and where applicable, comply with all safety standards required by CAL-OSHA. The Director reserves the right to issue restraint or cease and desist orders to the Contractor when unsafe or harmful acts are observed or reported relative to the performance of the work under this contract. 19. UNDERGROUND SERVICE ALERT (USA) Underground Alert Systems must be notified 48-hours in advance prior to commencing work that involves digging underground. This notification is required for each location. The telephone number is 1-800-422-4133. 20. HAZARDOUS CONDITIONS The Contractor shall maintain all work sites free of hazards to persons and/or property resulting from his operations. Any hazardous condition noted by the Contractor, which is not a result of his operations, shall be immediately reported to the Public Works Agency. 21. UTILITIES Any Damage to utility lines that occurs shall be immediately reported to the utility company that is involved. The cost of repair, if required, will be at the Contractor's expense. If damage occurs to any adjacent shrubs or trees that are to remain on the site, immediate treatment or necessary replacements of the same shall be at the Contractor's expense. 22. ACCESS TO PRIVATE PROPERTY Prior to any work that will restrict access to private property, the Contractor shall notify each affected property owner or responsible person, informing him of the nature of and the approximate duration of the restriction. 8 23. PROTECTION AND RESTORATION OF EXISTING IMPROVEMENTS The Contractor shall be responsible for the protection of all improvements adjacent to the work, such as sprinkler systems, drain pipes, lawns, brick work, plantings, masonry work, fences, wall, sidewalks, street paving, etc., located on either public or private property. If any improvements are removed or damaged, other than those designed for removal, then such improvements shall be replaced in kind at the Contractor's expense. 24. TRAFFIC CONTROL The Contractor shall conduct all work in a manner that will insure continuous traffic flow on the street at all times. In situations where it is necessary to restrict traffic flow per WATCH Handbook, the Contractor will contact the Director for approval. 25. MISCELLANEOUS TRAFFIC DEVICES Contractor shall provide all traffic control and miscellaneous traffic devices as may be required for Routine and/or Extraordinary maintenance of this contract. Signs used for handling traffic during the course of this contract shall be in accordance with the "Work Area Traffic Control Handbook" (WATCH) published by Building News, Inc., and made a part of these special provisions. The method in which signs, barriers and other miscellaneous traffic devices are used during construction and/or repair shall be in accordance with the publication mentioned. A copy of said publication is on file in the Public Works Agency. All signs shall be illuminated or reflectorized when they are used during hours of darkness. All cones, pylons, barricades or posts used in the diversion of traffic shall be provided with flashers, or other satisfactory illumination if in place during hours of darkness. 26. WORK BY CITY FORCES BECAUSE OF NONCONFORMANCE TO CONTRACT Should the contractor fail to correct deficiencies or public nuisances that have been created because of his operation, then these will be considered to be of an emergency nature. City shall have the right, but not the obligation to make the corrective work. Such work will be done on a force account basis with an additional callout charge of $200.00 for each callout. 27. APPRENTICESIDP STANDARDS Where required under law, the prime contractor on this project shall assume full responsibility for compliance with apprenticeship standards as established by Section 1777.5 of the California State Labor Code. 28. SUBCONTRACTORS 9 a. Designation of Subcontractors In accordance with the provisions of Section 4100 and subsequent sections of the Government Code concerning the Subletting and Subcontracting Fair Practices Act, Contractor's proposal lists all subcontractors who will perform work or labor or render service to the Contractor's total proposal. b. Proposers Note Carefully If Contractor failed to specify a subcontractor for any portion of the work to be performed under the contract in excess of one-half of one percent of the total bid, he agrees to perform that portion himself. The Contractor shall not, without the written consent of the City: (a) Substitute any person or firm as subcontractor 10 place of the subcontractor designated in the original proposal. (b) Permit any subcontract to be assigned or transferred or allow it to be performed by anyone other than the original subcontractor listed in the proposal. (c) Subcontract any portions of the work if the cost thereof exceeds one-half of one percent of the total proposal and a subcontractor was not designated for the work in the original proposal. 29. PAYROLL RECORDS Section 1776, Chapter 1 of Division 2, from the California Labor Code relating to apprentices on Public Works, requires that each contractor and subcontractor keep an accurate payroll, showing the name, address, social security number, work classification, straight time, and overtime hours worked each day and each week, and the actual per diem wages paid each journeyman, apprenticeship or worker employed by him. The payroll shall be made available to the employee or this authorized representative, the Division of Labor Standards Enforcement and the Division of Apprenticeship Standards. Pursuant to Labor Code S 1778.8, the Contractor agrees to pay travel and subsistence payments to each workman needed to execute the work in accordance with applicable collective bargaining agreements filed with the Department of Industrial Relations. 30. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 10 b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. CITY OF SANTA ANA ATTEST: ~~~ ~.... PATRICIA E. HEALY Clerk of the Council ~~ City Manager APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney ECONOLITE TRAFFIC ENGINEERING AND MAINTENANCE, INC. By: La a Sheedy Assistant City Attorne .J ~~-- President Tax ID# 81 -os'fro 7 2~ 11 EXHffiIT A FLORAL PARK NEIGHBORHOOD STREET LIGHT REPAIR SPECIFICATIONS I. SCOPE OF WORK The Request for Proposal calls for repairs of the existing street light system in the Floral Park Neighborhood due to age and deterioration. The Floral Park Neighborhood is located in the north part of the City and is bounded by Riverside Drive on the north, Flower Street on the west, 17th Street on the south, and Broadway on the east. This project will include the replacement of all cable, replacement of portions of deteriorated conduit where required, removal of potheads from street light poles, removal of pull boxes and installation of new globes in the North Park circuit, North Residential circuit and Broadway circuit. The Floral Park Neighborhood is a high voltage series street lighting system that was installed in the early 1920's. The neighborhood has witnessed numerous power outages which are becoming more frequent. The system repairs have been "piecemealed" over the years and it is unknown how much, if any, of the existing conduit may need to be replaced. The conduit in that area is old and deteriorated. The City is considering two options - replacing all conduit and utilizing existing conduit. Pricing requested from the Contractor will include both options. The lead casing that surrounds the existing cable is possibly considered hazardous material for disposal purposes. Staff will confirm the cable disposal and/or recycling options and send you an addendum on this issue. The Floral Park Neighborhood has approximately 57,000 linear feet of cable: Circuit Not to exceed budget (excluding conduit replacement and unforeseen circumstances) $392,136.00 $526,772.00 $ 92,315.00 · North Park Circuit - 22,000 feet · North Residential Circuit - 30,000 feet · Broadway Circuit - 5,000 feet The scope of work includes the following details: · Replace all cable using existing conduit. · Replace deteriorated conduit only if it is more cost effective to replace than to work with existing conduit, as directed by the Director. 12 · Separate pricing is requested for replacing all conduit with 1 Y2-inch conduit installed 18 to 36 inches below grade. . Remove potheads from street light poles as work progresses. . Remove all pull boxes except for required boxes as work progresses. . Install new globes. · This is a working system; system must be de-energized each morning and re- energized each afternoon. Contractor is responsible for keeping street lighting system operational. . Lockout/tagout is required. . Proper disposal or recycling of hazardous materials is required. . Work shall start from the service point and proceed to completion of one circuit prior to starting work on another circuit. · All connections must be made by the end of each day as the system shall be energized each evening. At no time can a cable be left unconnected prior to energizing. . All return lines must be separate and identifiable. . A sketch of a typical cable replacement is attached. The City acknowledges the complexity of this project, the scope of work requested and that unforeseen work may be required during the scope of the project. A map showing street light locations and service points is attached to this proposal (EXHffiIT A-I). Funding will be allocated over a three or four year period until the work is completed. The City, at the discretion of the Director, reserves the right to decrease the scope of work during the duration of the agreement The Contractor shall provide at his own risk and cost all labor, materials, tools, equipment, traffic control and miscellaneous devices, transportation, hauling, dumping, recycling of construction and demolition material, and proper disposal and/or recycling of hazardous materials as part of this project. II. APPROVED MATERIALS A. CONDUIT 1. Rigid, nonmetallic electrical conduit 2. Sizes: I" 1 1,4" 1 Y2" 2" 3. Fittings to match conduit sizes B. CONDUCTORS 1. A WG wire size #8 solid copper wire. 13 2. Rated for operation at 5,000 volts. 3. 2.8mm polyethylene insulation per Power Cable Engineers Association. 4. Approved oil resistant rubber tape and vinyl chloride tape for splicing. C. GLOBES 1. Polycarbonate white textured 2. Acorn style globe (matching existing) 3. Size North Park and North Residential areas a. 15" x 23 Y2" x 8" Broadway a. 16" x 27" x 9" D. CONCRETE 1. Replacement concrete must match existing concrete. III. FUNCTIONS AND RESPONSIBILITIES A. DIRECTOR The Director shall have the authority to accept/reject materials, workmanship and to make minor changes in work or schedule. When the performance of the work or completion per schedule is determined to be sub-standard, he may (1) recommend that all or a portion of payment be withheld, and/or forfeiture for delay be assessed; (2) direct the work be accomplished by a separate contractor, in order to complete the necessary work as close to schedule as possible, and withhold the resulting costs. Payment to be withheld shall be deducted from the next monthly payment due the Contractor, or if the amount is insufficient to cover payment, the Contractor shall be liable and will be billed accordingly. The Director, or his authorized representative, shall decide all questions, which may arise as to the manner of performance and completion per schedule, acceptable fulfillment of the contract by the Contractor, interpretation of the specifications, and compensation to include completion of work by alternate sources. B. CONTRACTOR (1) Local Office The Contractor shall maintain a local office with a competent representative who can be reached during normal working hours and authorized to discuss matters pertaining to this contract with the Director. A local office is one 14 that can be reached by telephone without it being a toll call. Contractor will not be allowed to store equipment or materials at any contracted area. (2) Submittals The Contractor shall submit to the Director at the beginning of work, 1) a proposed job schedule, 2) time sheet, 3) names and titles of all persons working on the project, and 4) materials to be used on the project for approval. All submittals shall be periodically updated as necessary. The Director shall be immediately notified of any deviation from schedule or material usage. (3) Uniforms/Identification The Contractor shall provide to all field personnel a standard uniform with company identification. All vehicles and equipment on the project site shall also be properly marked with company identification. (4) Licenses and Permits The Contractor shall, prior to award of contract and without additional expenses to the City, possess all licenses and permits required for the performance of the work required by this contract, including but not limited to C-I0 Electrical License and a City of Santa Ana Business License. (5) Compliance with the Law The Contractor agrees that its performance under the contract shall comply with all applicable laws of the United States of America, the State of California, the County of Orange, the City of Santa Ana, and any other body having jurisdiction over the activities of the Contractor. (6) Work Force a. The Contractor shall insure that all work under this agreement is supervised by Contractor employed supervisory personnel who are technically qualified and possess management skills required to implement modern methods and newly developed procedures b. The Contractor shall insure that all work under this agreement is performed by fully qualified, experienced personnel, directly employed by the Contractor. c. The Contractor shall be responsible for the skills, methods, appearance and action of Contractor's employees and for all work done. The Contractor's employees shall be U.S. Citizens and/or legal residents. 15 d. The Contractor shall perform the work provided for in this contract under the direction of the Director. The Director may make inspections at any time and may request that the Contractor perform additional work or services to bring Contractor's performance to the level required by this agreement. (7) Material The Contractor shall submit a list to the Director all materials that the Contractor proposes to use in the execution of this work. Said list shall be submitted before use of any product, pursuant to the provisions of this agreement. All materials used or submitted shall be in full compliance with all Federal, State, County, and local agency laws, guidelines and requirements. (8) Recycling All waste (including greenwaste and construction and demolition materials) resulting from work performed under this contract shall be recycled. A recycling work plan shall be submitted to the project manager prior and approved before the project begins. All hazardous waste shall be disposed of properly and/or recycled. (9) General Maintenance and Clean-Up All trash and debris shall be removed from all worksites at the end of each day. The Contractor shall keep sidewalks and all paved areas in the parkway swept and cleaned of any debris, dirt or soil. (10) Emergency Service The Contractor shall be able to receive and respond to the City's call for emergency service twenty-four hours per day, seven days per week. Response time shall be immediate but not less than two hours to remove or eliminate a public safety hazard. Contractor shall provide the City with a local telephone number where contractor can be contacted twenty-four hours per day, seven days per week. (11). Penalties and Fines Failure to comply with requests from the Director and/or creating unnecessary delays, as determined by the Director, may be cause for fines and penalties in the amount of $200.00 per occurrence per day until said request(s) is completed. These shall be deducted from invoiced payments. 16 [) EXCA V ATE AT EACH POLE OR PULLBOX LOCATION. CUT CONDUIT BY 90 DEGREE ELBOW. o PULL OUT CABLE. o INS TALL PVC COUPLINGS. <9 INSTALL NEW CABLE. @ REMOVE POTHEADS. @ MAKE NEW CONNECTIONS. - .,::.::.._"-~~ I I I !"i_iiJ I : II II : I "\\ I REMOVE AS YOU PROCEED. I I I - - _.- - I I ----- PPROVEDI DA TE: CITY OF SANTA ANA PlBJC W<R<8 A(BC( REPUCES 510. PUll IIIQ, L CITY ENGINEER DATE REVISION LJ::j TYPICAL CABLE REPLACEMENT SKETCH PAGE tIIII:R EXHIBIT 8 VII. PRICING - LABOR RATES Labor Cost Straight Time Rate Overtime Rato Provide a listing of contractor's rates (including all fringe benefits, mark-up, overhead etc.) for all job classifications to be assigned to work on this project. 1. WAfRC- Si~L aEer. 2. Tr4'ff"lt5ltltJI\L ~ 3. uq~JT fJ}Il!lf:. ft/IAJ ~'["UJ{).(JCL. 4. 5. 6. Materials Cost Provide a listing of materials to be utilized and pricing 1. -I {<< Gili:.- Cp,j()(H r __ ('/Lt .. bet. CCNDiJ tl 2. jl/il ~ CO'mJi r 3. 4. ~u.:>eE 5 ~~tt2___ 5. 21t 6e~ tg-.lDJLT o. -rl13 H.II. U(;tH.ft.N(l Vvl.~ 7, Mark-up % \5'10 CosVLinear Foot ".'~ ~. S ::l .-: lrF $ L{ 'S-l-F $_~~ lrF $ I l t f=..A,u-\ $ 70!. __n ~ $ ~ 9 ~ r:, s $ EXHIBIT B Installed Conrjuit Cost Total Cost/Linear Fool Provide an rnstfilled cost (including labor, n13tcrials Clnd r3qulpmcnt) per linear foot for th8 following si7es of conduit 1. __1-inch .~l.lf:Q__ $ (01 /...r- 2. 1~. inch ~~'i{E:O S 0>l Lt:-. --.-.,. :~. 1 i':- inch T1>0".('40) S 03 i..;= --.-.-.- 4. 2-inch r~:.NOtED S lP5t.F Equipm8nt Cost Daily Rate Provide rl listing of equipment to be utilized 1. Can A2.es:~ 2. ~ePA2.0 3. 5Ei2.\J l CE. \J f.H (CL.E... 4. DurflP T((?VUL _._-_._~_.,._- .---., . S 100 s lro S LfD S 3CO s 27~ 5. l\2B'JCH82- EXHIBIT B VII. PRICING - NORTH PARK CIRCUIT Contractor will provide aU materials, labor and equipment costs to provide replacement of all cable utilizing existing conduit, removal of pothead~om street light poles, removal of pull boxeY'and installation of new g'obes~uipmenl and materials necessary for the c.ompletion of following scenario in accordance with the approved materials identified in Exhibit A. Materials Cost No. of Linear Feet Cost/Linear Foot Total Cost Provide a listing of materials to be utilized and pricing 1. #. .8 If.v. CAfL€ ZZ,trX:> $~ 2D~ - $-r-- 2. -B.'fNOC ti~ JQ'{ $ 133 $ -L3,B 32- 3. SPUU rJ l::, .~At..s -~ $--~ $ 6,2L:o 4. -'- $-- $---- 5. --~- $ -- S_ _ 6. """""-- - -- S lbrAL- $39 ~l.. ~--- Mark-up % ~o $ 5 ;~l. if T olal Materials Costs $ LI5 L-H (0 I Labor Cost Hourly Rate No. of Hours Total Cost Provide a listing of contractor's rates (including all fringe benefits, mark-up, o'terhead etc.) for each job dassification 1.._.~4J 2. J..IEJ../TltJf4 lfbIfJI(fN{ 3. J..k:i:..m IX, "J1b.tNleI t.tJ 4 tAe&.... 5. __~P~Ji<;(J~ - $ -3:L aeo $m~2.D ~ $ ...::J!L @ $1C,JZE:> $ .. qo -8fQ $,q l.GO ~ -.:J _._ $ 70 861 $..kLlcro $ \2D_ \to $ '3l.oC> .. ~ $ .....-..- -- $ $ ~z.q 32.D 6 Total labor Costs f~XHIBIT B Equipment Cost Daily Rate Total Cost Provide a listing of equipment to be utilized 1. 5C/2..\Ji ~ V E:lft CLE. $ 40 $. 4400 2. CON1~ $ JJ20 $ If,OfP 3. &x;~ 772-11C1<- $1tX2 $1J..txV , 4. 7fd?rJU-tElZ $ 1-75 $ 5. $ $ Total Equipment Cost s2fo}ioo $ 3~2.} 3b TOTAL NORTH PARK CIRCUIT EXHIBIT B VII. PRICING - NORTH RESIDENTIAL CIRCUIT Contractor will provide all materials, labor and equipment costs to provide replacement of all cable utilizing existing conduit, removal of potheads from street light poles, removal of pull boxes and installation of new globes, equipment and materials necessary for the completion of following scenario in accordance with the approved malerials identified in Exhibit A. Materials Cost No. of Linear Foot CostJUnear Foot Total Cost Provide a listing of materials to be utilized and pricing 1 ~8._U.V.~ 3t?, Q:)() $ .q~ $ 2..7 'ioo, -- .---.- 2. .fr/1J!fle bLd3E. S - --liC.i $-1.3.3 $. t 3J f232. 3. :5PucoJl:1 MATm~ J1l:t. $5Q $ S,_lCO 4. $__ $ 5- -- --. $- $ 6_ $-- TOTAL ; $_%. Q32. _.... Mark-up % t 50/0 70'+0 $ . Total Materials Costs $ 5'~ q7~ labor Cost Hourly Rate No_ of Hours Total Cost Provide a listing of contractor's rates (induding all fringe benefits, mark-up, overhead ate) for each job classifICation 1. ~AN $~ 1 ZOO $.1 If>J ea> 2. /Abf! n rJ f, 7F.i'J.f NU.i ttJ $~ 1200 $~l~ 3. Uf:;1I-t17Nfl T€l:J.f~(ClAtJ_ $ qo 12Dp $IO~lXX) 4. !:kLeJ)R- $ 70 l200 $ f3tt fXJO 5_ 5<J~~ $ &20 .lliQ $J8..oco .... "- ". 6. ~----- $--.- $---- . Total Labor Costs $ '-/310 I et:;O F.XIIIBIT 8 Equipment Cost Provide a listing of equipment to be utilized 1. ~ iCE. Ve-fl C:1.F.. 2. Cf}IY1 fJ/lESsO/l. 3. _~.TJ2ttIL 4. 712€N..0-l~_ _ 5 Total Equipment Costs TOTAl NORTH RESIDENTIAL CIRCUIT Daily Rate Total Cost $__4D $ I CO $iOD z.7G $- $- $~ $J~,OC?O $ 15,0::0 $--- $._-- $ '3CoJWO $ 5ZiD. 772.. EXHIBIT B VII. PRICING - Broadway CIrcuit Contractor witl provide all m:its(Jals. I:loor and equipment l"OSts to provide replacement of aU cable utilizing existing cDnduit. removal of potheads from street light poles, romoval of unneeded pull boxes ano Instatration of oow globes. oQuipment ood materials neCQssary for the completro'1 of following scenario in accordanco with the specifications identified in E>Chlbtl A Materials Cost No of linear Feet Co~Ulinear Fool Total Cost Provide a listing of matenals 10 be utilized and pricing 1 #= B ~- v. fAex IE:. 2 E~I2~ <1~S__ 3 ~~~Nq )'\IQ~'~~ _$CCO 4Lf _50 ~~.} s /3:? $ Z5 $-- $-- s%rx; $_ 5B~2.. S(?-?9 $- $--.- S 11.752- -'...-.- $-1 7(.)3 $ 13 .515- _ .. - 4. - - '-^'-~'.- 5 6 Mork-up % $_._~L~ . J.fJ.JP Total Jy4ateriaJs Costs Labor Cost Hourly Rate No of Hours Total Cost Provide a UsUng of COntractoriS rates (incfuding aIr fringe benefits. mark-up. overhead ote ) for 88Ch job classificalion 1 ~c:JArJ $ '1'l_ Zco $ I q"c'Xo -'--" 2 1d~~tJ6 "'lmJNCJ A"-!. $ qo ~ $_l8~ 3 ~~ 71i(~Nt~MJ. $ qo ZfX) $J~,OOO - - 4 M6olL. $~.. ZCO $.,/'i~OOO -'--- "--'''- 5 SJPd2..\J l wi<-. s t20 ~~ $ 3,ctJO 6 ---,.. $ $ -'.- Total LabOl Costs $ 'Z2,8CD Equipment Cost EXHIBIT B Provrde n listing of eqUIpment to be utilized 1. _ -:;C-pJJj CF VEL1L~ 2 CM1P/.:!.~s.5UQ. 3 &J0d2, ~~~-#+._ 4 _"r~tJ(L 1eI-=--. _ 5 Total Equipment Costs TOTAL BROADWAY CIRCUIT Daily Rate T olal Cost $~ S 100 $ I (?O $~}5 $ $ --LD::?:P $_2::0.,) $ ..zty)() :i._ $-- i.? 000 $~_.- $ QZ,3t 5 ,- AC!JBl},. CERTIFICATE OF LIABILITY INSURANCE I OA IE (MMlDDlYY) 04/22/08 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION UnlonBanc Insurance Svcs, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 680 Langsdorf Drive #100 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. P.O. Box 34009 Fullerton, CA 92834-9409 INSURERS AFFORDING COVERAGE --..-- -- -- - - ----- - INSURED INSURER A: Federal Insurance Company Econollte Traffic Engineering & - -- - - ,-- - , INSURER B, American Gua~antee and Liability I~ Maintenance, Inc. INSURER c: 3360 E. La Palma Ave. ~ERD: ------ - - - Anaheim, CA 92806 - - -- -- ----- INSURER E: Client#. 16427 ECONOLGRO COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FDA THE POlley PERIOD INDICATED. NOTWlTHSTANDlNG ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ~--~PE OF INSUR~~-CE ---- ~ --~UCY NUMBER---- - ~.i.!fEY ~~~~EIP%~fl ~]'rtl~~~NT-- U~~TS-- A fEENERAL LIABILITY 35818716 04/27/08 i 04/27/09 I EACH OCCURRENCE 1 $l,OOO,1I00 I X -1,coMMEnCIAlGENE\-lAlllABllIlY f FIRE DAMAGE{A;~e fire) 151 000,.900- -- ~ 1 __ ' CLAIMS MADE LxJ OCCUR ' MEp_~XP (A~ one ~rson) -. $1.0.000 ___ 1L Ded/SIR:l 00,000 ! -"ERSONAL & ADV INJURY $l,OOO,OOll__ __ _ ~RALAGGREGA:TE ~,QOO,OOO ~EN'LAGGREGAT~ L1MITAPP~SPER: ~CTS -COMP~<?P AG$" $2,000,000_ \ - ipoLlcyl i~rg. : ILOC A ~~UTOMOBILE LIABILITY 173215072 ! ~ ;~: :~:~D AUTOS [ SCHEDULED AUTOS ! X-HIRED AUTOS r~ NON-OWNED AUTOS I LGARAGE LIABILITY ANY AUTO '-I ! !, ! 04/27/08 04/27/09 I COMBINED SINGLE LIMIT ! I I (Eaaccldent) I $1,000,000 , ----- -- BODILY INJURY I (Per person) $ r ------- I ---------- , ~D1L Y INJURY I. I (Per aCCld~~~____ ! PROPERlY DAMAGE ;s , , (Per accident) B ~~ESS LIABILITY ~X] OCCUR ~ q DEDUCTIBLE RETENTION :; I WORKERS COMPENSATION AND I EMPLOYERS' LIABILITY ! I I IAUC534614103 04/27/08 04/27/09 AUTO O~L Y - EA ACCIDE~T--1-L OTHER THAN EA ACC i $_ _ ____ AUTO ONLY: AGG 1$ I EACH OCCURRENf.~_ ,.~OJOQ~ I AGGREGATE _- ~ fOOO'OOO ___ 1$ 'I WC STATU- ----ro-i'H:1 __ TORY LIMITS nnLEFi I E.L EACH ACCIDENT ~ 5 __ E,~.:.~ISE~E - EA EMPL qYE~~_~ E.L DISEASE - POLICY LIMIT I S , CLAIMS MADE I I OTHER , I I DESCRIPTION OF OPERA nONSlLOCA TIONSNEHIClESlEXCLUSIONS ADDED BY ENDORSEMENTfSPECIAL PROVISIONS '10 Days Notice of Cancellation for Non Payment of Premium. Certificate Holder is added as Additional Insured per policy form #80022305 (4-01); Waiver of Subrogation, Primary and Non Contributory apply per policy form #80022000 (4-01) both a part of policy #35818716. (See Attached Descriptions) ~/I!f) CERTIFICATE HOLDER ! ADDITIONAL INSURED;INSURER LETTER: CANCELLATION City of Santa Ana Alln: Vinh Nguyen P.O. Box 1988/ M043 Santa Ana, CA 92702-1988 SHOULD ANYOFTHE ABOVE DESCRIBED POLlCIESBECANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL. ENDEAVOR TOMAIL~O DAYS WRITTEN NOTlCETOTHE CERTIFICATE HOLDER NAMED TOTHELEFT, BUT FAILURE TODOSOSHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENT ",nVE N~ 4Jt./~ ACORD 25-5 (7/97) 1 of 3 #S439003/M438969 CLRAG @ ACORD CORPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAiVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25-5 (7/97) 2 of 3 #8439003 /M4 3 8 96 9 DESCRIPTIONS (Continued from Page 1) RE: Traffic Signal System, Advanced Traffic Management System, and Street Light System Maintenance in and for the City of Santa Ana. Certificate Holder is amended to read: The City, its officers, employees, agents, volunteers and representatives AMS 25.3 (07/97) 3 of 3 #S439003/M438969 '~ CHUBB Liability Insurance Endorsement Policy Period April 27, 2008 to April 27, 2009 Effective Date April 27, 2008 3581-87-16 Policy Number Insured Econolite Traffic Engineering And Maintenance, Inc. Date Issued FEDERAL INSURANL'E COMPANY April 27, 2008 Name of Company X:~:~:i:~:i::::::t.:::~:::::::;:i::;:~*:::~::::::::;;:::;::::l~:i:l:;~!X*:::i;:;:t.:;:t.:;:*:;:t.>;::::i::::l:l:;:::::;:::::;:::::i:t:::::::::mmt.~~:::~j:~~:y.:ix:;'I'*:::::mmm:H::::;::H:::::::l"h:l::::::::;:;H:<'!':::~l:~:l:~;:$!'::::~i:':'~::;:t.:;:t;m:::::::H:::::<..~::::<:::::::~:<:::::::i~:;::::::::::<-1W:: This Endorsement applies 10 the following forms: GENERAL LIABILITY ~:$l:Mx~~~~';)~~:i:~:l:~:~;;:~~'tKl<~~n~~:;:x:~~:r~s~~~~;=:'::;~1:$~ti:~:~~~~~H~:?'4fl$~$i~~~:R~$~:t~~:~:.<:::$1$:::$~::::ff:3::::~~~:[-lE~:@:~:l:~:lH:~:l:::$:::~:3:W::E:~:~~~::%:' Under Who Is An Insured, Ihe following provision is added: Who Is An Insured Owners, Lessees Or Contractors Any person or organization designaled helow is an insured; but they are insureds only with respect to their liability as owner~ lessee or contractor arising oul of your ongoing operalions performed for that insured. B Liability Insurance Form 80-02-2305 (Rev 4-01) Additional Insured - Owners, Lsssiss Or Contractors Endorsement continued Page 1 Who Is An Insured Owners, Lessees Or Contractors (continued) Liability Insurance Form 80.02-2305 IRav. 4-01) Designated Owners. Lessees Or Contractors Additional Insured as per attached Certificate of Insurance. All other term, and conditions remain unchanged. Authorized Repr9Ssntativ8 w~ Additional 1nsurBd - Owners, LftSS88S Or Contractors EndorSQmsnt last p8g8 Pag8 2 Econolite Control Products, Inc. Econolite Trafffic Engineering & Maintenance, Inc. California Chassis, Inc. Policy #35818716 Conditions Dutiesln The Event Of Occurrence. Offense. Claim Or Suit (continued) Legal Action Against Us Other Insurance Liabl1ity Insurance Form 80-02-20(}{{Rev. 4-01) F. Knowledge of an occurrence or offense by an agent or employ'''' of the insured will nOl constitote knowledge by the insured, unless an ortieer (whether or not an employee) of any insured or an orticer'sdesignoc knows about such occurrence or offense. G Failure of an agent or ('mplnyee ofll1c insur(>(l otheT than an offi('cr (whetherOT not an employee) orany iosund or an officer'sdesignee. 10 nOlify us of an occurrence or offense thaI ~w:h perS-OIl knO\Vg aboul will not aftL'Ct the insurance afforded to you. II. If a claim or loss does not reasonably appear to involve this insurancc, but it later develops into a claim or loss to which this insurance applies, the failure to report it to us will not violate this condition, provided the insured gives us immediate nOlicc as soon as the insured is aware that this insurance may apply to such claim or loss. No person or organization has a right under this insurance to: join us as a party or otherwise bring us inu) a suit seeking damages from an insured; or sue us on this insurance unless all of the terms and conditions of this insurance have lx:en tully complied with. A pcr~on OT organization may sue us to recover on an agreed settlement or on a final judgment against an insured obtained after an actual: trial in a civil procc-eding; or arbitration or otht.'T alternative dispute resolution proceeding; but we will not be liable fnr damages that are not payable under the terms and conditions of this insurance or that arc in excess of the applicable Limits Of Insurance. If other valid and collectible insurance is available to the insured for loss we would otherwise cover under this insurance, our obligations are limited as follows. Primary Insurance lhis insurance is primary except when the Excess Insurance provision described below applies. If this insurance is primary, our obligations arc not affected unless an)' of the other insurance is also primary. Thell, we will share with all that olher insurance by the method described in the Method of Sharing provision described below. Excess Insurance This insurance is excess over any other insurance, whether primary, excess, contingent or on any other basis: A. that is Fire. Extended Coverage, Builder'sRisk, Installation Risk or similar insurance for your work;. fl. that is insnranee that applies to property damage to premises rented to you or temporarily occupied by you with pennissiollofthe owner; C. if the loss ari~s out of aircraft, autos or watercraft (to the extent not subject to the Aircmft. Auto:; Or Watercraltcxclusion); Contract Page 22 of 32 Conditions Other Insurance (continued) Premium Audit Separation Of Insureds Liability Insurance Form 80-02-20()({Rev 4-01) General Liability Econolite Control Products, Inc. Econolite Trafffic Engineering & Maintenance, Inc. California Chassis, Inc. Policy #35818716 04127/06 to 04127/07 D. thai is illsuram::c: I. provided 10 you by any person or organization working under contract (lr agreement for you: or 2. under which you arc included as an insured; or E. that is insurance under any Property section of this policy. When this insurance is excess, we will have no duty to defend the insured against any suit if any otherinsurer has a duty to defend such insured against such suil. If no other insurer defends, we will undertake to do so, but we will be entilled to the insured'srights against all those other insurers. When this insuranec is excess over other insurance. we will pay only our share oflhc amount of loss., if any, that cx('ccds (h(.' sum of the total: amount that all other insurance would pay for loss in the absencc onhis insurance; and of all deductible and self""immredunounts under all other insurance. We will share the remaining loss, ifany, with any other insurance that is not described in this Excess Insurance provision and was not negotiated specifically to apply in excess of the LimitsOf Insurance sho"m in the Declarations of this insurance. Method of Sharing lrall of the other insurance pemlitscontribution by equal shares, we will follow this method also. Unoer this method each insurercontributcsequal anlOunts until it has paid its applicable limits of insurance or none or the loss remains, whichever comes first. If any of the other insurance docs nol permit contribution by equal shares, we will contribute by limit:;, Under this method, ca,,'h insurer~sshare is based on the ratio of its applicable limits of insurance to the total o.lpplicablc limits of insurance of all insurers. We will compute all premiums for this insurance in accordance with our rules and rates. In accordance with Ole Estimated Premiunls section of the Premium Summary, premiums shown with an asterisk (') are estimated premiums aoo are subj~'Ct to audit. In addit'ion to or in lieu of sue-h designation in the Premium Summary, premiums may be designated <l..'io estimated prcmiumsc1scwhcrc in this policy_ In that case, these premiums will (llso be subjr.:,:t to audit, and the second paragraph of the Estimated Premiums section orlhe Premium Summary will apply. E....cept with respect to the LimitsOfInslInlnce. and any rights or duties spL"CificaUy assigned inlhis insurance 10 the Iirsluarnt;d insured, this insuram:eapplks: as if each named insured were the only named insured; and separately to each insured against whom claim is made or suit is brought. Contract Page 23 0132 Econolite Control Products, Inc. Econolite Trafffic Engineering & Maintenance, Inc. California Chassis, Inc. Policy #35818716 Conditions (continued) TransferOr Waiver Of Rights Of Recovery Against Others Liability Insurance Form 80-D2-20<XXRev. 4-01) We will waive the right of recovery we would otherwise have had against another person or organization. lilr loss to which this insnrance applies. provided the insured has waived their rights of recovery against such person or organization in a contract or agreement that is executed hcfore such loss. To the extent that the insurcd'srights to recover all or part of any payment made under this insurance have not been waived. those rights arc transferred 10 us. The insured must do nOlhing after loss to impair them. At our request, the insured will bring suit or transfer those rights to u:-; and help us enforce them. Thiscondiliol1 dot,S nnt apply to medical expensfs Contract Page 24 of 32