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2001-070- Awarding A Construction Contract For Project For Project #01-13 Contractual Services For Emergency GeneratorRESOLUTION 2001 - 70 RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS AWARDING A CONSTRUCTION CONTRACT FOR PROJECT #01-13 CONTRACTUAL SERVICES FOR EMERGENCY GENERATOR WHEREAS, bids were :sought in conformance with .State and Town law for the Project #01-13 -for Contractual Services for the Emergency Generator Contractual services; and WHEREAS, Cupertino Electrical Company of San Jose submitted the lowest bid which the Town Council deems to be responsive to the Town's solicitation dated of May 23,2001. WHEREAS, t11is project will be fiuided by a budget adjustment from General rand Reserve for the Civic Center Improvements in the amount of $175,000:00. NOW, THEREFORE, BE IT RESOLVED by t11e Town Cotulcil of the Town of Los Gatos, County of Santa Clara, State of California, that Cupertino Electrical Company of San .Jose, California is declared to be the lowest responsible bidder for Project ##01-13 -Emergency Generator Contractual Services. BE IT FURTHER RESOLVED that the Town Manager is hereby authorized and directed to execute a contract (Attached as Exhibit A) for said project on behalf of the Town in the amount of $117;057.00.. PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos, California,lleld on the 18t'' day of June, 2001, by the following vote. COUNCIL .MEMBERS: AYES: Randy Attaway, Sanely Decker, Steve Gliclullan, Mayor Joe Pirzynslci. NAYS: None ABSENT: Steven Blanton ABSTAIN: None /~ (J--~ 'SIGNED.: AYOR O TOWN OF LOS GATOS LOS GATOS, CALIFORNIA ATTEST: .~ ~~ ~~~~ CLERK GF THE TOWN OF L GATOS LOS GA'TOS, CALIFOFNIA CD~~~~E 0~ T~IE'I'U'W~T ~LEFt AGREEMENT FOR ~~TH ~,~,~w,„ EMERGE NCY ELECTRICAL SYSTEMS IJPGRFS ~9 !.a , THIS AGREEMENT is entered into this. day of ~~~~~~ ~(~41; ~.~~~mp~ by and between the Town of Los Gatos, State of California, herein called the "Town", and Cupertino Electric, 'Inc.., engaged in providing electrical services herein called the "Contractor" RECITALS A. The Town is considering undertaking activities to .upgrade the Town's Civic Center, Neighborhood Center and Service Center emergency electrical system components. B, The Town desires to engage an electrical contractor to provide services in conjunction with upgrading the emergency electrical systems components, because of Contractor's experience and qualifications to .perform the desired work. C. The Contractor represents and affirms that it is qualified and willing to perform the desired work pursuant to this Agreement. AGREEMENTS NOW, THEREFORE., THE PARTIES HERETO AGREE AS FOLLOWS: 1. Scope of Services. The Contractor shall .provide the. services listed on Exhibit A, attached hereto and by this reference incorporated herein. 2. Time of Performance. The services of the Consultant are to commence .upon the execution of this Agreement and issuance of a Town purchase order, with completion of the project 'by October 31, 2001. 3. Compliance with .Laws. The Contractor shall comply with all applicable laws, codes, ordinances, and regulations of governing federal., state and local laws. Contractor represents and warrants to Town that it has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for Contractor to practice its profession. Contractor represents and warrants to Town that Contractor shall, at its sole cost and expense, keep in effect or obtain at .all times :during the term of this Agreement any'licenses, permits, and approvals which are legally required for Contractorto practice its profession. Contractorshallmaintain aTown of Los Gatos business license pursuant to Chapter 14 of the Code of the Town of Los Gatos. 4. Sole Responsibility. Contractor shall be responsible for employing or engaging all persons necessary to pen`orm the .services under this Agreement. Revised: March 21, 2001 Page 1 of 7 N:\SHARE\S teve. Elec: Con.wpd Exhibit A 5. Information/Report Handling. All documents furnished to Contractor by the Town and all reports and supportive :data prepared by the Contractor .under this Agreement are the Town's property and shall be delivered to the Town upon the completion of Contractor's services or at the Town's written request. All reports, .information, data, and exhibits prepared or assembled by Contractor in connection with the performance of its services pursuant to this Agreement are confidential until released by the Town to the public, .and the Contractor shall not make any of the these documents or information available to any individual or organization not employed 'by the Contractor or the Town without the written consent of the Town before such .release. The Town acknowledges that the reports to be prepared by the Contractor pursuant to this Agreement are for the purpose of evaluating a defined project, and Town's use ofthe.information contained in the reports prepared by the Contractor in connection with other projects shall be solely at Town's risk., unless Contractor expressly consents to such use in writing. Town further agrees that it will not appropriate any methodology or technique of Contractor which is and 'has been confirmed in writing by Contractor to be a trade secret of Contractor. 6. Compensation.. Compensation for Contractor's professional services shall not exceed $117.,057..00 and payment shall be based upon Town approval of each task as set fourth in Exhibit A, Attachment 1,incorporated herein. Billing shall be accompanied by a detailed explanation of the work performed by whom at what rate and on what .date. .Also., plans, specifications, documents or other pertinent materials shall 'be submitted for Town review, even if only in partial or draft form. Payment shall be net thirt~r (30) days. All .invoices and statements to the Town shall reference the Town's purchase order number and be addressed as follows: Invoices: Town of Los Gatos :Attn: Accounts Payable P.O. Box 655 Los Gatos, CA 95031 Statements: Town of Los Gatos Attn: Finance. Department P.O. Box 655 Los Gatos, CA 95031 7. .Availability of Records. Contractor shall maintain the records supporting this billing for not lessthan three years following completion of the work underthis Agreement. Contractor shall make these records available to authorized personnel of the Town at the Contractor's offices during business hours upon written request of the Town. Revised; March 21,,2001 Page 2 of 7 N:\S HARE\S teve: Elec.Con.wpd 8. .Project Manager. The Project Manager for the Contractor forthe work under this Agreement shall be John'E. Hickey. The Project Manager for the Town for the work under this Agreement shall be Steve Regan. 9. Assignability and Subcontracting. The services to be performed under this Agreement are unique and personal to the Contractor. No portion of these services shall be .:assigned or subcontracted without the written consent of the Town. 10. .Notices. Any notice required to be given shall be deemed to be duly and properly given 'if mailed postage prepaid, and addressed to: To Town: Director of Parks & Public Works Post Office Box 949 Los Gatos, CA 95030 To Contractor: John E. Hickey Cupertino Electric., Inc. 1132 North Seventh Street San Jose, CA 9511.2 or personally delivered to Contractor to such address or such other address as Contractor designates in writing to Town. 11. lndependent'Contractor. Jt is understood that the Contractor, in the performance of the work :and services. agreed to be performed, shall act as and be an independent contractor and not an agent or employee of the Town. As an independent contractor he/she shall not obtain any rights to retirement benefits or other benefits which accrue to Town employee(s). With prior written. consent, the Contractor may perform some obligations underthis Agreementby subcontracting, but may not delegate ultimate responsibility for performance or assign or transfer interests under this Agreement. Contractor agrees to testify in any litigation brought .regarding the subject of the work to be performed under this Agreement. Contractor shall be compensated for its costs and expenses in preparing for, traveling to, and testifying in such matters at itsthen current hourly rates of compensation, unless such litigation is brought by Contractor or is based on allegations of Contractor's negligent performance or wrongdoing. 12. Conflict of Interest. Contractor understands that its .professional responsibilities is solely to the Town. The Contractor has and shall not obtain-any holding or interest within the Town of Los Gatos.. Contractor has no business .holdings or agreements with ..any individual member of the Stafif or management of the Town or its representatives nor shad it enter into any such holdings or agreements.. In addition, Contractor warrants that it does not presently and shall not acquire any direct or indirect interest adverse to those of the Town in the subject of this Agreement, and Revised: March 21, 2001 Page 3 of 7 N:\S HARE\Steve. Elec: Con.wpd it shall immediately disassociate itself from such an interest should it discover it has done so and shall., at the Town's sole discretion, divest itself of such interest. Contractor shall not knowingly and shall take reasonable steps to ensure that it does not employ a person having such an interest in this performance of this Agreement. If after employment of a person, Contractor discovers it has employed a person with a direct or indirect interest that would conflict with its. performance of this Agreement, Contractor shall promptly notify Town of this employment .relationship, and shall, at the Town's sole discretion, sever any such employment relationship. 13. Equal Employment Opportunity. Contractorwarrants that it is an equal opportunity employer and shall complywith applicable regulations governing equal employment opportunity. Neither Contractor nor its subcontractors do and neither shall discriminate against ,persons employed or seeking employment with them on the basis of age, sex, color, race., marital status, sexual orientation, ancestry, .physical ormental disability, national origin, religion, or medical condition, unless based upon a bona fide occupational qualification pursuant to the California .Fair Employment Housing Act. 14. Insurance.. A. Minimum Scope of Insurance: Contractor agrees to have and maintain.., for the duration of the contract; General Liability .insurance policies insuring him/her and his/her firm to an amount not less than: one million dollars ($1,000,D00) combined single limit per occurrence for bodily injury, personal injury and property damage. Contractor .agrees to have and maintain for the duration of the contract., an Automobile Liability insurance .policy ensuring .him/her and his/her staff to an :amount not less than one million dollars ($1,000,000) combined single .limit per accident for bodily injury and property damage. iii. Contractor shall .provide to the Town all certificates of'insurance, with original endorsements effecting coverage. Contractor agrees that all certificates and endorsements areto be received and approved by the Town before work commences.. iv. Contractor agrees to have and maintain,. for the duration of the contract, .professional liability insurance in amounts not less than $1,OOD,000 which is sufficient to insure Contractor for professional Revised: March 21, 2001 Page 4 of 7 N:\SHARE\Steve.Elec. Con. wpd errors or omissions in the performance of the particular scope of work :under this agreement. B. General Liability: The Town, its officers, offiicials, employees and volunteers are to be covered as insured as respects: liability arising out of activities performed by or on behalf of the Contractor; products and completed operations of Contractor, premises owned or used by the Contractor. This requirement does not apply to the professional liability insurance required for,professional errors and omissions. The Contractor's insurance coverage shall be primary insurance as respects the Town, its officers, .officials, employees and volunteers. Any insurance or elf-insurances maintained bythe Town, its officers, officials., employees or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. iii. Anyfailure to comply with reporting provisions of the policiesshall not affect coverage provided to the Town, .its officers, officials, employees or volunteers. iv. The Contractor's insurance shall .apply separately to each :insured againstwhom a claim is made or suit is brought, except with respect. to the limits of the insurer's liability. C. .All Coverages: Each insurance policy required in this item shall be endorsed to state that coverage shall not be suspended, voided, cancelled., reduced in coverage or in limits except after thirty (30) days' prior written notice 'by certified mail, return receipt requested, has been .given to the Town. current certification of such insurance shall be kept on file at all times during the term of this agreement with the Town Clerk. 'D. In addition to these policies, Contractor shall have and maintain V1/orkers' Compensation insurance as required by California law and shall provide .evidence of such policy to the Town before beginning services under this Agreement. 'Further, Contractor shall ensure that all subcontractors employed by Contractor provide the required Workers' Compensation insurance for their respective employees. 15. Lndemnificafion. The Contractor shall save, keep and hold harmless indemnify and defend the Town its officers, agent, employees and volunteers from all damages, liabilities, penalties., costs, or expenses in law or equity that may at any time arise or be set up because of damages to property or personal injury received by reason Revised: March 21, 2001 Page S of 7 N i\SHARE\Steve.Elec: Con.wpd of, or in the course of performing work which may be occasioned by a willful or negligent act or omissions of the Contractor, or any of the Contractor's officers, employees, or agents or any subcontractor. 16. Waiver. No failure on the part of either party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder, nor does waiver of a breach or default under this Agreement constitute a continuing waiver of a subsequent breach of the same or any other provision of this Agreement. 17. Governing..:Law. This Agreement, regardless of where executed.., shall be governed by and construed to the laws of the State of California. Venue for any action ,regarding this .Agreement shall be in the Superior Court of the County of Santa Clara. 18. Termination of :Agreement. The Town and the Contractor shall have the right to terminate this agreement with or without cause by giving not less than 15 days written notice of terminafiion. In the event of termination, the Contractor shall deliver to the Town all plans, files, documents and reports performed to date by the Contractor. In the event of such termination, Town shall pay Contractor an amount that bears the same ratio to the maximum contract price as the work delivered to the Town bears to completed services contemplated under this Agreement pursuant to Exhibit A hereto, unless such termination 'is made for cause, in which event, compensation, if any, shall be adjusted in light of the particular facts and circumstances involved in such termination. 19. Amendment. 'No modification, waiver, mutual termination, or amendment of this .Agreement is :effective unless made in writing and signed by the Town and the Contractor. 20. Change Orders. All changes to this Agreement shall be in writing and signed by the Owner and the Contractor. Change orders shall be sujct to prior approval of Owner and issuance of a separate purchase order prior to any part of the payment of contingency amount. 21. Disputes. In :any dispute over any aspect of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, including costs of appeal. 22. Entire Agreement. This Agreement, including ExhibitAattachedhereto, constitutes the complete and exclusive statement of the Agreement between the Town .and Contractor. No terms, conditions, understandings or agreements purporting to modify or vary this Agreement, .unless hereafter made in writing and signed by the party to be bound., shall be binding on either party. Revised: March 21, 2001 P2.g0.6 Of ~] N:\SHARE\Steve. Elec: Con.wpd IN WITNESS WHEREOF, the Town and Contractor have executed this Agreement as of the date indicated on page one (1 j. Town of Los Gatos, by: 'Debra J. Figone, Town Manager Approved as to form: Contractor, by: Signature 'Print Name Orry P. Korb, Town .Attorney Attest: Clerk of the Town of Los Gatos, Los Gatos, California Marian V. Cosgrove Title Revised: March 21, 2001 page 7 Of 7 N:\S HARE\Steve. Elec: Con:wpd May-23-O1 01:38P Cupertino Electric servi 408-275-6432 P.02 8~D F©RM TO: The Town of Los Gatos, County of Santa Clara, State of California, herein called Owner Ff2pM: Cu~ertiinq Electc ,herein called Contractor A. UNIT PRIG SCHEDULE They undersigned bidder, having'become thoroughly familiar with the I4Cal conditions affecting the performance and the. costs of the Work at the .place where the Work is to be done, and having inspected the site in all,particulars,. hereby proposes and agreesto fully perform the work (including the furnishing of any and all IabQr and materials) and do all the work required to construct and to complete said work, and that Contractor will take in full payment therefor the amounts shown on the following unit price schedule: ITEM DESCRIPTIQN UNIT OF NQ• QFITEM MEASURE TOTAL 1 • Emergency Electrical Work at Civic Lump Sum Center / ~.~~, 5 7, E~~'~ 2. 'Emergency >Tlectrical Work at Lump Sum T Neighborhood Center 3. Emergency Electrical Work at Service Lump Sum Center .3 ~f, ~,~, TOTAL BID (1~'EMS 1-3) $ t 17 0 5 7, 0 0 4 Attachment 1