2007-052 - Authorizing The Town Manager To Execute An Agreement Between Santa Clara County And The Town Of Los Gatos For Participating In The Traffic Safe Communities GrantRESOLUTON 2007 -052
RESOLUTION OF THE TOWN COUNCIL
OF THE TOWN OF LOS GATOS
AUTHORIZING THE TOWN MANAGER
TO EXECUTE AN AGREEMENT
BETWEEN SANTA CLARA COUNTY AND THE
TOWN OF LOS GATOS
FOR PARTICIPATING IN THE TRAFFIC SAFE COMMUNITIES GRANT
WHEREAS, the Town of Los Gatos participated in the Traffic Safe Communities
Network Countywide Services and Coordination Grant funded by the California Office of Traffic
Safety.
WHEREAS, the County of Santa Clara received grant funds from the California Office
of Traffic Safety, for the purpose of reducing the number of deaths, injuries and property damage
resulting from traffic collisions; and,
WHEREAS, the Town of Los Gatos has received and installed three (3) speed feedback
signs from the County Grant funds; and,
WHEREAS, the Town of Los Gatos will use its best efforts to commit its staff and law
enforcement officers to ensure the successful implementation and evaluation of the speed
feedback sign project.
BE IT FURTHER RESOLVED that the Town Manager is hereby authorized and
directed to execute an agreement (Exhibit A) between the County of Santa Clara and the Town
of Los Gatos for participating in the Traffic Safe Communities Grant.
PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of
Los Gatos, California, held on the 21st day of May, 2007, by the following vote:
COUNCIL MEMBERS:
AYES: Steve Glickman, Diane McNutt, Barbara Spector, Mike Wasserman, and Mayor Joe
Pirzynski
NAYS: None
ABSENT:
ABSTAIN: °
SIGNED:
MAYOR OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
ATTEST:
CLERKABMINISTRATOR OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
AGREEMENT BETWEEN THE COUNTY OF SANTA CLARA
AND TOWN OF LOS GATOS FOR A TRAFFIC SAFE COMMUNITIES GRANT
This is an Agreement between the County of Santa Clara ( "County ") and the Town of Los
Gatos ( "Contractor ") providing equipment for Town of Los Gatos, is made effective October 15,
2006.
WHEREAS, the County received grant funds from California Office of Traffic Safety, for
the purpose of reducing the number of deaths, injuries, and property damage resulting from traffic
collisions; and,
WHEREAS, Contractor submitted a letter of commitment (Exhibit A) to accept and install
traffic safety equipment including speed feedback signs, mounting poles, and static traffic signs; and,
WHEREAS, Contractor's letter of commitment has been accepted and by virtue of the
parties' execution of this Agreement, the Contractor will be awarded equipment under the terms of
this Agreement; and,
NOW, THEREFORE, the parties hereto agree as follows:
Article 1. County's Obligations.
1.1. County will provide Contractor at no charge speed feedback signs, mounting poles,
and static traffic signs as outlined in Exhibit B.
Article 2. Contractor's Obligations.
2.1 Contractor shall receive and install all equipment at no charge to the County.
2.2 Contractor shall collect post installation evaluation data and provide the results to
the County.
23 Contractor shall maintain records adequate to demonstrate that equipment received
under this Agreement is used in accordance with this Agreement. These records shall
be maintained during the term of this Agreement and for a period of three (3) years
from termination of this Agreement or until all claims, if any, have been resolved,
whichever period is longer, or longer if otherwise required under other provisions of
this Agreement.
2.4 Contractor shall permit the County and its authorized representatives to monitor
Contractor's performance of this Agreement. To the extent permitted by law, such
monitoring may include, but not be limited to, audits, inspection of equipment, and
review of records related to this Agreement. Such monitoring shall be permitted at
any time during Contractor's normal business hours upon no less than 24 hours
advance notice.
Exhibit A
2.5 Contractor shall designate a project director /coordinator responsible for overseeing
the performance of this Agreement, and serving as County's primary contact for the
purpose of monitoring this Agreement. County must be notified in writing of any
change of the project director /coordinator.
Article 3. Ownership of and Responsibility for Equipment and /or Supplies.
3.1 Equipment Maintenance
Contractor is solely responsible for the service and maintenance of any equipment
and /or supplies obtained under this Agreement.
3.2 Ownership
Any equipment and /or supplies obtained by Contractor under this Agreement shall be
considered the property of Contractor. Contractor shall maintain and administer a
sound business program for ensuring the proper use, protection, insurance and
preservation of the equipment and supplies. Contractor may not sell, transfer or
otherwise dispose of such equipment or supplies prior to the end of its useful life
without prior written approval of County.
Article 4. Term and Termination.
4.1 Term of this Agreement.
This Agreement is effective from October 15, 2006 through September 30, 2007,
unless terminated earlier in accordance with this Agreement.
4.2 Termination.
4.2.1 Termination for Cause. County may terminate this Agreement for cause upon
written notice to Contractor. For purposes of this Agreement, cause includes,
but is not limited to, any of the following: (a) material breach of this
Agreement by Contractor, (b) violation by Contractor of any applicable laws,
or (c) assignment by Contractor of this Agreement without the written
consent of County. Such notice shall specify the reason for termination and
shall indicate the effective date of such termination.
4.2.2 Termination for Convenience. Either party may terminate this Agreement
without cause by giving the other party thirty (30) days written notice.
Article 5. Miscellaneous.
5.1 Assignment.
The parties may not assign this Agreement or the rights and obligations hereunder
without the specific written consent of the other.
5.2 Entire Agreement.
This document represents the entire Agreement between the parties with respect to
the subject matter hereof. All prior negotiations and written and /or oral agreements
between the parties with respect to the subject matter of this Agreement are merged
into this Agreement.
5.3 Amendments.
This Agreement may only be amended by an instrument signed by the parties.
5.4 Waiver.
No delay or failure to require performance of any provision of this Agreement shall
constitute a waiver of that provision as to that or any other instance. Any waiver
granted by a party must be in writing, and shall apply to the specific instance
expressly stated.
Article 6. Liability.
6.1 Mutual Indemnification.
Each party agrees to indemnify, defend, and hold harmless the other party and its
officers, directors, trustees, employees, agents (together "Employees and Agents ")
from any claim, liability or loss, including reasonable attorneys' fees arising out of or
resulting from the acts or omissions of the indemnifying party or any of its
Employees or Agents in connection with this Agreement, excepting only loss, injury
or damage caused by the sole negligence of willful misconduct of the non -
indemnifying party's Employees and Agents. Each party shall notify the other party
immediately in writing of any claim of injury or damage related to activities
performed pursuant to this Agreement. The parties shall cooperate with each other in
the investigation and disposition of any claim arising out of the activities of this
Agreement, provided that nothing shall require either party to disclose any
documents, records or communications that are protected under the peer review
privilege, the attorney - client privilege or the attorney work- product privilege. The
provisions of this section shall survive the termination of this Agreement.
6.2 Limitation of County's Liability.
The County is not liable for any damages experienced by the Contractor, or any
person or entity arising as a result of:
(a) Contractor's use or misuse of the equipment or supplies granted under this
Agreement;
(b) Contractor's failure to provide services pertaining to the equipment or
supplies granted under this Agreement; or
(c) Any defects in the equipment or supplies granted under this Agreement.
Article 7. Contractor Insurance Requirements
Without limiting the indemnification of either party to this Agreement, each party shall maintain or
cause to be maintained the following insurance coverage: (1) a policy of commercial general liability
with limits of liability not less than one million dollars ($1,000,000) per occurrence and two million
dollars ($2,000,000) annual aggregate; (ii) a policy of workers' compensation providing statutory
coverage; and (iii) such other insurance or self - insurance as shall be necessary to insure it against any
claim or claims for damages arising under the Agreement. Each party to this Agreement shall provide
a Certificate of Insurance certifying that coverage as required herein has been obtained. The
requirements of this section maybe satisfied by the provision of similar coverage through a self -
insurance program.
Signed:
PUBLIC HEALTH DEPARTMENT TOWN OF LOS GATOS BY:
TRAFFIC SAFE COMMUNITIES NETWORK
Guadalupe S. Olivas, Director
Public Health Department
L7l
Approved as to Form and Legality:
Jennifer Sprinkles
Deputy County Counsel
Approved:
Gary A. Graves
Chief Deputy County Executive
by
Date Debra Figone, Town Manager Date
Town of Los Gatos
Approved as to Form:
Date Orry Korb, Town Attorney
Recommended by:
Date Kevin Rohani, Interim Director
Parks and Public Works
Attest:
Date
Date
Exhibits to this MOU:
Exhibit A:
Exhibit B:
Letter of Commitment
Equipment List
Jackie Rose
Clerk Administrator
Date
Exhibit A
MAR 26 2007 7:29AM T LASERJET 3200 p.2
0
Ai: ui
Town of Los Gatos
Parks & Public Works
41 Kles Avenue
Los Crttos, CA 95030
(408) 399 -5770
November 1, 2005
Alice Kawaguchi
Health Education Specialist
Traffic Safe Communities Network
Santa Clara County Public Health Department
770 S. Bascom Avenue
San Jose, CA 95128
RE: Speed Feedback Sign Project
Dear Ms. Kawaguchi;
The Town of Los Gatos Parks and Public Works Department, in good faith, signs this letter of
commitment to participate in the Traffic Safe Communities Network Countywide Services and
Coordination grant funded by the California Office of Traffic Safety, The Department will
commit its Transportation officials and traffic staff to ensure the successful implementation and
evaluation of the speed feedback sign project.
The Department hereby understands that grant funding will provide a minimum of 2 solar speed
feedback signs per town as well as the static traffic signs and poles required for installation and
is prepared to:
• Collect pre and post project evaluation data at the sites selected for the installation of the
solar speed feedback signs
• Participate in the needs assessment and development of criteria for placement of solar speed
feedback signs
• Pay for the installation costs of the solar speed signs and associated static traffic signs and
poles.
We appreciate the opportunity to partner with Traffic Safe Communities Network (TSCN) in
Santa Clara County as we strive to make our streets safer.
Sincerely,
o n E. Curtis
irector of Parks and Public Works
Cc: Kevin Rohani, Jessy Pu
ATTACHMENT 2
Exhibit B
Contractor:
EQUIPMENT
TO BE
RECEIVED
1.
Static Traffic Sign(s)
. SPEED LIMIT 25
SPEED LIMIT 35
2.
Solar Powered Speed
Feedback Sign with
mounting bracket
3.
AC Powered Speed
Feedback Sign with
mounting bracket
4.
Palm Handheld
Computer and
software
5.
17' Modified IA Pole
EQUIPMENT LIST
Town of Los Gatos
(QUANTITY
VALUE
TOTAL VALUE
1
1
1
2
1
1
$37.65 ea.
$48.90 ea.
$5,261.00 ea
$3,624.00 ea.
$250.00 ea.
$504.00 ea.
$86.55
$5,261.00
$7,248.00
$250.00
$504.00
TOTAL: $13,349.55