HomeMy WebLinkAboutReso 45-2025 (25-370)Page A-1 of 12
EXHIBIT A - DRAFT AGREEMENT FOR PUBLIC IMPROVEMENTS
THIS AGREEMENT made and entered into this ____, day of ______, _____, between the CITY OF
SOUTH SAN FRANCISCO, a municipal corporation and political subdivision of the State of California,
hereinafter called “CITY”, and DC Electric Group, Inc., hereinafter called “CONTRACTOR”1.
W I T N E S S E T H:
WHEREAS, City has taken appropriate proceedings to authorize construction of the public work and
improvements herein provided and execution of this contract.
WHEREAS, a notice was duly published for bids for the contract for the improvements hereinafter
described.
WHEREAS, on ____________, notice duly given, the City Council (“Council”) of said City awarded the
contract for the construction of the improvements hereinafter described to the Contractor, which Contractor said
Council found to be the lowest responsible bidder for said improvements.
WHEREAS, City and Contractor desire to enter into this agreement for the construction of said
improvements pursuant to the terms, definitions, and conditions set forth in the General Provisions and other
Contract Documents.
IT IS AGREED as follows:
1.Scope of Work. Contractor shall perform the Work described briefly as follows:
The Work consists of the furnishing of all labor, materials, tools, equipment, and services necessary for the
construction of the DOWNTOWN AND OLD TOWN LIGHTING IMPROVEMENTS PROJECT;
PROJECT NO. PK2307, BID NO. 2702; in accordance with the Contract Documents.
Also included are any such other items or details not mentioned above that are required by the Contract
Documents, which are to be constructed or furnished and installed as shown on the plans, as specified herein and
as directed by the Engineer.
The aforementioned improvements are further described in the "Contract Documents" hereinafter
referred to.
2.The Contract Documents. The complete Contract consists of the following documents:
(A)Notice Inviting Bids
(B)Part I – Submitted Proposal (as accepted)
(C)This Agreement, including Contractor’s Payment Bond, Faithful Performance Bond
and Guaranty Bond.
(D)Part II – General Conditions
1.1The term "Contractor" as used herein is employed without distinction as to either number or gender and shall include
whenever the context shall permit all agents, representatives, employees, servants, subcontractors and business or social
invitees.
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(E)Part III – Special Provisions: Special Conditions and Technical Specifications,
including State Standard Specifications dated 2023, sections 10-99
(F)Part IV – Project Plans, approved March 5, 2025.
(G)Administrative subsections of the State Standard Specifications dated 2023, as
specifically referenced in contract Parts I-IV.
All rights and obligations of City and Contractor are fully set forth and described in the contract
documents.
All of the above-named documents are intended to cooperate, so that any work called for in one and not
mentioned in the other, or vice versa, is to be executed the same as if mentioned in all said documents. The
documents comprising the complete contract will hereinafter be referred to as “the Contract Documents.”
3.Equipment - Performance of Work. Contractor shall furnish all tools, equipment, apparatus,
facilities, labor, and materials necessary to perform and complete in a good and workmanlike manner the Work of
general construction as called for, and for the manner designated in, and in strict conformity with, the plans and
specifications for said Work entitled:
DOWNTOWN AND OLD TOWN LIGHTING IMPROVEMENTS PROJECT
PROJECT NO. PK2307, BID NO. 2702
The equipment, apparatus, facilities, labor, and materials shall be furnished and said Work performed
and completed as required in said plans and specifications under the direction and supervision and subject to the
approval of the Engineer of said City or the Engineer’s designated assistant.
4.Contract Price. City shall pay, and Contractor shall accept, in full payment for the Work agreed
to be done the sum of SIX HUNDRED TWENTY-THREE THOUSAND EIGHT HUNDRED SIXTY
DOLLARS ($623,860.00). Said price is determined by the lump sum price contained in Contractor's bid
proposal (“Bid”). The lump sum price and unit prices are set forth in the completed Bid forms attached hereto
and made a part hereof as if set forth herein verbatim. In the event work is performed or materials furnished in
addition to those set forth in Contractor's bid and the specifications herein, such work and materials will be paid
for at the unit prices therein contained. Said amount shall be paid in installments as hereinafter provided.
5.Rights of City to Increase Working Days. If such Work is not completed within the time
specified, the Engineer shall have the right to increase the number of working days in the amount it may
determine will best serve the interest of the City. If it desires to increase said number of working days, it shall
have the further right to charge to Contractor and deduct from the final payment for the Work the actual cost of
engineering, inspection, superintendence, and other overhead expenses which are directly chargeable to
Contractor and which accrue during the period of such extension, except that the cost of the final service and
preparation of the final estimates shall not be included in such charges, provided, however, that no extension of
time for the completion of such Work shall be allowed unless at least twenty (20) calendar days prior to the time
herein fixed for the completion thereof or the time fixed by the Engineer for such completion as extended,
Contractor shall have filed application for extension thereof, in writing with the Engineer.
6.Option of City to Terminate Agreement in Event of Failure to Complete Work. If at any time in
the opinion of the Engineer, the Contractor has refused or failed to prosecute the Work or any severable part
thereof, with such diligence as will insure its work, or any completion within the time
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specified, or any extensions thereof, or shall have failed to complete said work within such time, or if Contractor
should be adjudged a bankrupt, or if Contractor should make a general assignment for the benefit of Contractor's
creditors, or if a receiver should be appointed in the event of Contractor's insolvency, or if Contractor, or any
Subcontractor, should violate any of the provisions of this Agreement, the Engineer may give written notice to
Contractor, and Contractor's sureties of its intention to terminate this Agreement, such notice to contain the
reasons for such intention to terminate this Agreement, and unless within five calendar (5) days after the serving
of such notice, such violation shall cease and satisfactory arrangements for the correction thereof be made, this
Agreement may, at the option of City, upon expiration of said time, cease and terminate. Any excess of cost
arising therefrom over and above the contract price will be charged against the Contractor and the Contractor’s
sureties who will be liable therefore. In the event of such termination, all money due the Contractor or retained
under the terms of this contract shall be forfeited to the City; but such forfeiture will not release the Contractor or
the Contractor’s sureties from liability or failure to fulfill the contract. The Contractor and the Contractor’s
sureties will be credited with the amount of money so forfeited toward any excess of cost over and above the
contract price, arising from the suspension termination of the operations of the contract and the completion of the
Work by the City as above provided, and the Contractor will be so credited with any surplus remaining after all
just claims for such completion have been paid.
In the determination of the question whether there has been any such noncompliance with the contract as
to warrant the suspension termination or annulment thereof, the decision of the Engineer shall be binding on all
parties to the contract.
7.Termination of Contract for Convenience. The City also reserves the right to terminate the
contract at any time upon a determination by the Engineer in the Engineer's sole discretion that termination of the
contract is in the best interest of the City. If the City elects to terminate the contract for convenience, the
termination of the contract and the total compensation payable to the Contractor shall be governed by the
following:
(A)The City will issue the Contractor a written notice signed by the Engineer, specifying
that the contract is terminated. Upon receipt of said written notice, the Contractor will be relieved of further
responsibility for damage to the Work (excluding materials) as specified in Section VII-17, "Contractor's
Responsibility for the Work," of the General Conditions and, except as otherwise directed in writing by the
Engineer, the Contractor shall:
(1)Stop all work under the contract except that specifically directed to be completed prior to
acceptance.
(2)Perform work the Engineer deems necessary to secure the project for termination.
(3)Remove equipment and plant from the site of the Work.
(4)Take such action as is necessary to protect materials from damage.
(5)Notify all subcontractors and suppliers that the contract is being terminated and that their
contracts or orders are not to be further performed unless otherwise authorized in writing by the
Engineer.
(6)Provide the Engineer with an inventory list of all materials previously produced, purchased or
ordered from suppliers for use in the Work and not yet used in the Work, including its storage location,
and such other information as the Engineer may request.
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(7)Dispose of materials not yet used in the Work as directed by the Engineer. It shall be the
Contractor's responsibility to provide the City with good title to all materials purchased by the City
hereunder, including materials for which partial payment has been made as provided in Section IX-2,
“Progress Payments,” of the General Conditions and with bills of sale or other documents of title for
such materials.
(8)Subject to the prior written approval of the Engineer, settle all outstanding liabilities and all
claims arising out of subcontracts or orders for materials terminated hereunder. To the extent directed by
the Engineer, the Contractor shall assign to the City all the right, title, and interest of the Contractor
under subcontracts or orders for materials terminated hereunder.
(9)Furnish the Engineer with the documentation required to be furnished by the Contractor under
the provisions of the contract, including, on projects as to which Federal and State funds are involved, all
documentation required under the Federal and State requirements included in the contract.
(10)Take such other actions as the Engineer may direct.
(B)Acceptance of the contract as hereinafter specified shall not relieve the Contractor of
responsibility for damage to materials. The Contractor shall continue to be responsible for damage to materials
after issuance of the Notice of Termination, except as follows:
(1)The Contractor’s responsibility for damage to materials for which partial payment has been
made as provided in Section IX-2, “Progress Payments,” of the General Conditions and for materials
furnished by the City for use in the Work and unused shall terminate when the Engineer certifies that
such materials have been stored in the manner and at the locations the Engineer has directed.
(2)The Contractor’s responsibility for damage to materials purchased by the City subsequent to the
issuance of the notice that the contract is to be terminated shall terminate when title and delivery of such
materials has been taken by the City.
(3)When the Engineer determines that the Contractor has completed the Work under the contract
directed to be completed prior to termination and such other work as may have been ordered to secure
the project for termination, the Contractor will recommend that the Engineer formally accept the contract
to the extent performed, and immediately upon and after such acceptance by the Engineer, the Contractor
will not be required to perform any further Work thereon and shall be relieved of the Contractor's
contractual responsibilities for injury to persons or property which occurs after the formal acceptance of
the project by the Engineer.
(C)Termination of the contract shall not relieve the surety of its obligation for any just
claims arising out of the work performed.
(D)The total compensation to be paid to the Contractor shall be determined by the
Engineer on the basis of the following:
(1)The reasonable cost to the Contractor, without profit, for all work performed under the contract,
including mobilization, demobilization and work done to secure the project for termination. In
determining the reasonable cost, deductions will be made for the cost of materials
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to be retained by the Contractor, amounts realized by the sale of materials, and for other appropriate
credits against the cost of the work. When, in the opinion of the Engineer, the cost of a contract item of
work is excessively high due to costs incurred to remedy or replace defective or rejected work, the
reasonable cost to be allowed will be the estimated reasonable cost of performing such work in
compliance with the requirements of the plans and specifications and the excessive actual cost shall be
disallowed.
(2)A reasonable allowance for profit on the cost of the work performed as determined under
Subsection (1), provided the Contractor establishes to the satisfaction of the Engineer that it is reasonably
probable that the Contractor would have made a profit had the contract been completed and provided
further, that the profit allowed shall in no event exceed four (4) percent of said cost.
(3)The reasonable cost to the Contractor of handling material returned to the vendor, delivered to
the City, or otherwise disposed of as directed by the Engineer.
(4)A reasonable allowance for the Contractor’s administrative costs in determining the amount
payable due to termination of the contract.
(5)A reasonable credit to the City for defective or incomplete work not corrected.
All records of the Contractor and subcontractors necessary to determine compensation in accordance
with the provisions of this Section 5 shall be open to inspection or audit by representatives of the City at all times
after issuance of the Notice of Termination and for a period of three (3) years, thereafter, and such records shall
be retained for that period.
After acceptance of the Work by the Engineer, the Engineer may make payments on the basis of interim
estimates pending issuance of the Final Estimate in accordance with Section IX-7, “Final Payment,” of the
General Conditions when, in the Engineer's opinion, the amount thus paid, together with all amounts previously
paid or allowed, will not result in total compensation in excess of that to which the Contractor will be entitled.
All payments, including payment upon the Final Estimate shall be subject to deduction for prior payments and
amounts, if any, to be kept or retained under the provisions of the contract.
If this contract is terminated by the City for cause, and it is later determined that the proper basis for a
termination for cause did not exist, the termination shall be deemed to have been a termination for convenience
and governed by the terms of this contract dealing with such termination.
If the contract is terminated by the City for cause or convenience, such termination shall neither act as a
waiver by the City of its right to require the Contractor to correct defects in the Work performed by the
Contractor nor void any warranties applicable to the Work performed under the contract.
The provisions of this Section 5 shall be included in all subcontracts.
In the event of conflict between the termination provisions of this Section 8 and any other provision or
the contract, this Section 5 shall prevail.
8.Performance by Sureties. In the event of any termination as herein before provided, City shall
immediately give written notice thereof to Contractor and Contractor's sureties and the sureties shall have the
right to take over and perform the Agreement, provided, however, that if the sureties, within five (5) working
days after giving them said notice of termination, do not give the City written notice of their
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intention to take over the performance of the Agreement and do not commence performance thereof within five
(5) working days after notice to the City of such election, City may take over the Work and prosecute the same to
completion by contract or by any other method it may deem advisable, for the account, and at the expense, of
Contractor, and the sureties shall be liable to City for any excess cost or damages occasioned City thereby; and, in
such event, City may, without liability for so doing, take possession of and utilize in completing the Work such
materials, appliances, plant, and other property belonging to Contractor as may be on the site of the Work and
necessary therefore. Should Contractor contract in an individual capacity, the surety bond shall contain the
following provision: “Should Contractor contract in the Contractor’s individual capacity, the death of the
Contractor shall not relieve the surety of its obligations.”
9.Hold-Harmless Agreement and Contractor's Insurance. Contractor agrees to, and shall, hold
City, its elective and appointive boards, officers, agents, and employees harmless from any liability for damage or
claims for damage for personal injury, including death, as well as from claims for property damage which may
arise from Contractor's or any of Subcontractor's operations under this Agreement, whether such operations be by
Contractor or by any Subcontractor or Subcontractors, or by any one or more persons directly or indirectly
employed by, or acting as agent for, Contractor or any Subcontractor or Subcontractors. Contractor agrees to, and
shall, defend City and its elective and appointive boards, officers, agents, and employees from any suits or actions
at law or in equity for damages caused, or alleged to have been caused, by reason of any of the aforesaid
operations, provided as follows:
(A)The City does not, and shall not, waive any rights against Contractor which it may have by
reason of the aforesaid hold-harmless agreement, because of the acceptance by City, or the deposit with
City by Contractor, of any of the insurance policies hereinafter described in Paragraph 15, “Insurance”
hereof.
(B)That the aforesaid hold-harmless agreement by Contractor shall apply to all damages and claims
for damages of every kind suffered, or alleged to have been suffered, by reason of any of the aforesaid
operations of Contractor or any Subcontractor, regardless of whether or not such insurance policies shall
have been determined to be applicable to any of such damages or claims for damages.
10.Insurance. The Contractor shall take out and maintain during the life of this Agreement the
following policies of insurance:
(A)Workers' Compensation and Employers' Liability Insurance providing full statutory
coverage.
In signing this Agreement, the Contractor makes the following certification, required by Section
1861 of the California Labor Code:
"I am aware of the provisions of Section 3700 of the California Labor Code which
require 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 of this
contract".
(B)Comprehensive General Liability Insurance.
Public Liability Insurance (includes premises, elevator - if applicable, products, completed
operations, personal injury and contractual):
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(1)Bodily Injury Liability:
$ 500,000 each person $1,000,000 each occurrence
(2)Property Damage Liability [includes XCU (explosion, collapse, and underground damage);
water damage and broad form property damage or third party liability]:
$ 500,000 per occurrence
(C)Comprehensive Automobile Liability Insurance (includes owned, non-owned, and
hired vehicles):
(1)Bodily Injury Liability:
$ 500,000 per person $1,000,000 each occurrence
(2)Property Damage Liability:
$ 500,000 each occurrence
(D)It is agreed that the insurance required by Subsections B and C, in an aggregate amount
of not less than ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000), shall be extended to
include as additional insured the City of South San Francisco, its elective and appointive boards, commissions,
officers, agents, employees, with respect to operations performed by the Contractor, as described herein.
Evidence of this insurance described above shall be provided to City upon execution of this Agreement and shall
be subject to approval of the City Attorney as to form, amount, and carrier. The policy of insurance shall also
contain a provision indicating that such insurance shall not be reduced or cancelled except upon thirty (30)
calendar days written notice to City. In addition, the following endorsement shall be made on said policy of
insurance:
"The following are named as additional insured on the above policies: The City of South San
Francisco, its elective and appointive boards, officers, agents, and employees."
"Notwithstanding any other provision in this policy, the insurance afforded hereunder to the City
of South San Francisco shall be primary as to any other insurance or re-insurance covering or
available to the City of South San Francisco, and such other insurance or reinsurance shall not be
required to contribute to any liability or loss until and unless the approximate limit of liability
afforded hereunder is exhausted."
The above requirements that the City be named as additional insured, that the insurance shall be
primary to any other, and that the insurance not be cancelled without notice, shall be provided in the form of an
endorsement signed by an authorized representative of the insurance company providing coverage, who shall
declare his or her authority to sign on behalf of the insurer.
11.Proof of Carriage of Insurance. Contractor shall furnish City through the Engineer, concurrently
with the execution hereof, with satisfactory proof of carriage of the insurance required and that each carrier shall
give City at least thirty (30) calendar days prior notice of the cancellation or change of any policy during the
effective period of this contract. Further, if the Contractor’s insurance policy includes a self-insured retention that
must be paid by a named insured as a precondition of the insurer’s liability, or which has the effect of providing
that payments of the self-insured retention by others, including additional insureds or insurers do not serve to
satisfy the self-insured retention, such provisions
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must be modified by special endorsement so as to not apply to the additional insured coverage required by this
agreement so as to not prevent any of the parties to this agreement from satisfying or paying the self-insured
retention required to be paid as a precondition to the insurer’s liability. Additionally, the certificates of insurance
must note whether the policy does or does not include any self-insured retention and also must disclose the
deductible.
12.Provisions Cumulative. The provisions of this Agreement are cumulative, and in addition to
and not in limitation of, any other rights or remedies available to City.
13.Notices. All notices shall be in writing and delivered in person or transmitted by certified mail,
postage prepaid.
Notices required to be given to City shall be addressed as follows:
City Clerk
City Hall, 400 Grand Avenue
South San Francisco, California 94080
Notices required to be given to Contractor shall be addressed as follows:
_________________________________________________________________________
_________________________________________________________________________
Notices required to be given sureties of Contractor shall be addressed as follows:
_________________________________________________________________________
Notices required to be given to the Escrow Agent of Contractor, if any, shall be addressed as follows:
_________________________________________________________________________
14.Interpretation. As used herein, any gender includes each other gender, the singular includes the
plural, and vice versa.
IN WITNESS WHEREOF, two (2) identical counterparts of this Agreement, consisting of nine (9) pages
(being pages A-1 through A 9), each of which counterparts shall for all purposes be deemed an original of said
Agreement, have been duly executed by the parties hereinabove named, on the day and year first hereinabove
written.
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ATTEST: CITY: City of South San Francisco,
a municipal corporation
_______________________________By: _____________________________
City Clerk Sharon Ranals, City Manager
CONTRACTOR:_______________________
__________________________________
ATTEST: By:_______________________________
(If Contractor is an individual, so state.
_____________________________ If Contractor is a Corporation, a corporate seal
or signatures of the President or Vice President
and the Secretary Treasurer are required).
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ATTACHMENT A
ESCROW AGREEMENT FOR
SECURITY DEPOSITS IN LIEU OF RETENTION
THIS ESCROW AGREEMENT is made and entered into by and between the City of South San
Francisco whose address is 400 Grand Ave., P.O. Box 711, South San Francisco, CA 94083, hereinafter
referred to as "City" or “Owner,” and ____________________________________,whose address is
___________________________________________________________, hereinafter called “Contractor” and
______________________________________________________________,whose address is
___________________________________________________________, hereinafter called “Escrow Agent.”
For the consideration hereinafter set forth, the Owner, Contractor, and Escrow Agent agree as follows:
1.Pursuant to Section 22300 of the Public Contract Code of the State of California,
Contractor has the option to deposit securities with Escrow Agent as a substitute for retention earnings
required to be withheld by Owner pursuant to the Construction Contract entered into between the Owner and
Contractor for __________________ in the amount of _______________dollars ($_____) dated
___________ (hereinafter referred to as the “Contract”). Alternately, on written request of the Contractor, the
Owner shall make payments of the retention earnings directly to the Escrow Agent. When the Contractor
deposits the securities as a substitute for Contract earnings, the Escrow Agent shall notify the Owner within
10 working days of the deposit. The market value of the securities at the time of the substitution shall be at
least equal to the cash amount then required to be withheld as retention under the terms of the Contract
between the Owner and Contractor. Securities shall be held in the name of _______________, and shall
designate the Contractor as the beneficial owner.
2.The Owner shall make progress payments to the Contractor for those funds which
otherwise would be withheld from progress payments pursuant to the Contract provisions, provided that the
Escrow Agent holds securities in the form and amount specified above.
3.When the Owner makes payment of retentions earned directly to the Escrow Agent, the
Escrow Agent shall hold them for the benefit of the Contractor until the time that the escrow created under
this contract is terminated. The Contractor may direct the investment of the payments into securities. All
terms and conditions of this agreement and the rights and responsibilities of the parties shall be equally
applicable and binding when the Owner pays the Escrow Agent directly.
4.Contractor shall be responsible for paying all fees for the expenses incurred by Escrow
Agent in administering the Escrow Account and all expenses of the Owner. These expenses and payment
terms shall be determined by the Owner, Contractor, and Escrow Agent.
5.The interest earned on the securities or the money market accounts held in escrow and all
interest earned on that interest shall be for the sole account of Contractor and shall be subject to withdrawal by
Contractor at any time and from time to time without notice to the Owner.
6.Contractor shall have the right to withdraw all or any part of the principal in the Escrow
Account only by written notice to Escrow Agent accompanied by written authorization from the Owner to the
Escrow Agent that Owner consents to the withdrawal of the amount sought to be withdrawn by Contractor.
7.The Owner shall have a right to draw upon the securities in the event of default by the
Contractor. Upon seven day’s written notice to the Escrow Agent from the Owner of the default, the Escrow
Agent shall immediately convert the securities to cash and shall distribute the cash as instructed by the Owner.
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8.Upon receipt of written notification from the Owner certifying that the Contract is final and
complete, and that the Contractor has complied with all requirements and procedures applicable to the
Contract, Escrow Agent shall release to Contractor all securities and interest on deposit less escrow fees and
charges of the Escrow Account. The escrow shall be closed immediately upon disbursement of all moneys
and securities on deposit and payments of fees and charges.
9.Escrow Agent shall rely on the written notifications from the Owner and the Contractor
pursuant to Sections (5) to (8), inclusive, of this Agreement, and the Owner and Contractor shall hold Escrow
Agent harmless from Escrow Agent’s release and disbursement of the securities and interest as set forth
above.
10.The names of the persons who are authorized to give written notice or to receive written
notice on behalf of the Owner and on behalf of Contractor in connection with the foregoing, and exemplars of
their respective signatures are as follows:
On behalf of Owner:On behalf of Contractor:
____________________________________________________________________
Title Title
____________________________________________________________________
Name Name
__________________________________ __________________________________
Signature Signature
____________________________________________________________________
Address Address
On behalf of Escrow Agent:
__________________________________
Title
__________________________________
Name
__________________________________
Signature
__________________________________
Address
At the time the Escrow Account is opened, the Owner and Contractor shall deliver to the Escrow
Agent a fully executed counterpart of this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement by their proper officers on the
date first set forth above.
Owner: Contractor:
____________________________________________________________________
Title Title
____________________________________________________________________
Name Name
____________________________________________________________________
Signature Signature
Approved as to form: Attest:
_______________________________________________________________________
City Attorney Date City Clerk