2008-063-Approving An Agreement With Republic Intelligent Transportation Services, Inc. To Perform Signal And Street Light Maintenance In The Town Of Los GatosRESOLUTION 2008-063
RESOLUTION OF THE TOWN COUNCIL
OF THE TOWN OF LOS GATOS
APPROVING AN AGREEMENT WITH
REPUBLIC INTELLIGENT TRANSPORTATION SERVICES, INC.
TO PERFORM SIGNAL AND STREET LIGHT MAINTENANCE
IN THE TOWN OF LOS GATOS
WHEREAS, it is necessary for the Council to secure a contractor to provide
Signal and Street Light Maintenance services in the Town of Los Gatos; and
WHEREAS, the Town Council has selected the firm of Republic Intelligent
Transportation Services, Inc. to provide contract services in connection with Signal and Street
Light Maintenance for two years; and
NOW, THEREFORE, IT IS RESOLVED that the Town Council of the Town
of Los Gatos hereby approves the attached Contract Agreement (Exhibit A) with the firm of
Republic Intelligent Transportation Services, Inc. to provide services in connection with Signal
and Street Ligllt Maintenance; and
BE IT FURTHER RESOLVED that the Town Manager is hereby authorized
and directed to execute said Contract Agreement on behalf of the Council.
PASSED AND ADOPTED at a regular meeting of the Town Council held on the
2nd day of June, 2008 by the following vote:
COUNCIL MEMBERS:
AYES: Steve Glickman, Diane McNutt, Joe Pirzynski, Milce Wasserman, and Mayor
Barbara Spector
NAYS:
ABSENT:
ABSTAIN:
SIG ED:
~bc~tie~-
MAYO F THE TOWN OF LOS GATOS
Is0 GATOS, CALIFORNIA
ATTEST:
~~
,~ OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
TOWN OF LOS GATOS
Form of Contract Agreement
Far
T..RAI+'I+'IC SIGNAL AND STREET LIGHT PREVENTATIVE MAINTENANCl1 AND
REPAIR PROGRAM
This Agxeennent is made and entered into this _ day of 2008 by and between the Tawn
of Los Gatos (hereinafter called Town) and Republic Intelligent Transportation Services, Inc.
(hereinafter called Contractor), Witnessed, that the Town and Contractor for the considerations
hereinafter named, agree as follows;
I -Scope of Worl~
Contractor hereby agrees to fiiriush all of the materials and all of the equipment and labor
necessaxy, and to perform all of the woxk shown on the plans and described in the specifications
for the project entitled: Signal a:nd Street Light Maintenance Services, 2009!2010, all in
accordance with the requirements and provisions of the Contract Documents as defined in the
Special Provisions (Exhibit C) which are hereby made a part of this Agreement.
II ~ Tirae of Connpaetion ,
(a) The work to be performed tinder this Contract shall be commenced with five {5) calendar
days after the date of written notice by the Town to Contractor to proceed.
(b) The work shall be completed between, July 1, 2008 and June 30, 2010, and after the
date of such notice and with such extensions of time as are provided for in the General
Conditions.
(c) At the discretion of the Town, this contract can be renewed fox up to tln•ee subsequent two
year tel7ns at the same costs with Contractor's consent.
III -Liquidated Damages
It is agreed that, if the work required by the contract is not finished ox completed within the
specified time limits as set forth in the Special Provisions and the contract, damage will be
sustained by the Town, and that it is and will be impracticable aiid extremely difficult to
ascertain and determine the actual damage which the Town will sustahl in the event of and by
reason of such delay; and it is therefore agreed that Contractor will pay to the Town, $500 per
hour, as specified in the special provisions; and Contractor agrees fo pay said liquidated damages
herein provided for, and further agrees that the Town may deduct the amount thereof from any
moneys due or that may become due Contractor iuider the contract. •
IV -Insurance
Section 4.1-Contractor's Insurance
Contractor shall maintain throughout the term of the agreement the following insurance
coverage, and upon request shall provide Contractor certificates of policies evidencing the
following coverage:
• Page 1 of S
IXHIE3IT A
1. Workera' compensation coverage in accordance with the laws of the State of Service,
2. Commercial general liability insurance with the following minimum limits of liability:
• $1,000,000 Each occurrence
• $2,000,000 General aggregate
• $2,000,000 Products aggregate
• $1,000,000 Personal and advertising injury
3, Cantxactual liability insurance with minimum limits of $1,000,000.
4. Comprehensive automobile liability insurance with the minunum limits of liability at
$1,000,000 combined single limit.
All insurance policies shall be written by reputable compaiues, authorized to issue insurance in
the State where work is performed, and shall name Contractor as an additional insuued party by
primary insured endorsement to such policies. Each policy shall provide that it will not be
canceled or amended except after thirsty (30) days advance written notice to Contractor, mailed to
the address indicated in the Agreement.
V ~ Indemnification and Liability
Section 5.1 -Indemnification by Contractor
Not withstanding the provisions of Section 5.4 herein, Contractor shall be liable for any claim,
lawsuit, or damage to the property or facilities of the Town that results from an error or
omission by Contractor. Contractor shall indemnify, defend and hold harmless the Town .and its
officers, directors, affiliates, agents, and employees from and against all claims, actions,
damages, losses, and expenses, including. reasonable attorneys' fees and disbursements, arising
out of or resulting from a breach of this Agreement or the performance of the services performed
under this Agreement, provided that such claim, actions, damage, loss or expense is caused in
whole or in part by any act ox omission of Contractor, ox any subcontractor of Contractor, or
anyone directly or indirectly employed by any of them, or anyone for whose acts any of them
maybe liable, regardless of whether or not it is caused in part by a party indemnified hereunder.
Section S.2 ~ Tliird Party Claims
Promptly after the receipt by a party to this Agxeerxzent of notice of any claim, action, suit ox
proceeding by any person who is not a party to this Agreement {collectively, an "Action") w11ic11
is subject to indemnifrcatian, such party {the "Indemnified Party") shall give reasonable written
notice to the party froxra whom indemnification is claimed (the "Tndernuifying Pa1•ty," The
Indernr~ified Party's failure to so notify the Indemnifying Party of any such matter shall not
release the Indemnifying Party, in whole or in part, fiom its obligation to indemnify under this
Agreement, except to the extent the Indemnfed Party's faihue to so notify actually prejudices
the Indemnifying Party's ability to defend against such action,
Page 2 of 5
The Indemnified Party shall be entitled, at the sole expense and liability of the Indemnifying
Farty, to exercise firll control of the defense, compromise or settlement of any such action unless
the Indemnifying Party, witlun a reasonable time after the giving of such notice by the
Indemnif ed Party, shall: Admit to the Indemnified Party, the Indemnifying Party's liability to
the Indemnified PaY-ty for such action under the terms of the Agreement.
l . Notify the Indemnified Party in writing of the Ixadem7~ifying Party's intention to assume the
defense, and;
2. Retain legal counsel reasonably satisfactory to the Indetntufied Party to conduct the defense of
such action.
The indemnified Party and the Indemnifying Party shall cooperate with the party assuming the
defense, compromise or settlement of any such action in any manner that such party reasonably
may request. If the Indemnifying Party so assumes the defense of any such action, the
Indemnified Party shall have the right to employ separate counsel and to participate in (but not
control) the defense, compromise, or settlement, but the fees and expenses of such counsel shall
be the expense of the Indemnified Party unless:
a. The Indemnifying Party has agreed to pay such fees and expenses.
U. Any relief other than the payment of money damages is sought against the Indemnified party
or
c. The Indennified Party shall have been advised by its counsel that there may be one or more
legal defenses available to it, which are different from or additional to those available to the
Indemmufying Party, and in any such case the fees and expenses of such separate counsel shall
be borne by the hidennufying Party.
No Ilidenuufied Party shall settle or compromise or consent to entry of .any judgment with
respect to any such Action for which it is entitled to indemnification heretulder without the prior
written consent of the Indemnfying Party, unless the Indemnifying Party shall have failed, after
reasonable notice, to undertake control of such action in the manner provided above in this
section. No Indemnifying Party shall, without the written consent of the Indemnified Party, settle
or compromise ox consent to entry of any judgment with respect to any action in which any relief
other than the payment of money damages is sought against any Indemnified Party unless such
settlement, compromise or consent includes as an unconditional term thereof the giving by the
claimant, petitioner or plaintiff, as applicable, to such Indemnified Party of a release from all
Liability with respect to such action.
Page 3 of S
.Section. 5.3 -Liability for Damased I{'acility
In the event of any damage to Town property, which in the opiz~iozi of the Town may be related
to the services perfoi•~ned hereunder, Town shall hnrnediately (after making the site safe) but no
later than 12 hours notify Contractor to investigate such damage, and Contractor shall submit a
written investigation report to Town within 10 business days. If Contractor is notified of damage
later than 12 hours, Contractor will still investigate but will not be held liable to Town's
property. Should the investigations reveal that the damage resulted directly fx•om an error or
omission of Contractoz; or because Contractor failed to perform work within reasonable accuracy
as defined. herein, Contractor shall reimburse Town for repair and restoration costs of .said
facility not to exceed $1,000 per incident. Contractor shall not be responsible for down
time/delays due to any facility damages.
VI -The Contract Sum
The Town will pay to Contractor fox the performance of the Contract annual maintenance costs
of $74,109 per total ntunber of traffic signals and street lights as shown on (Exhibit B). Any
work outside of the regular scheduled maintenance shall be paid based of unit costs for various
items as shown on (Exhibit B).
VII -Payments
Contractor shall bill the Town monthly for routine preventive maizstenanee, and as performed for
.all other work.
VIII - Acceptance a~ad Ianal Payment
{a) Upon receipt of written notice that the work is ready for final inspection and acceptance,
the Engineer shall within 5 days make such inspection.
(b) Before final payment is due, Contractor shall submit evidence satisfactory to the
Engineer that all payrolls, material bills, and other indebtedness connected with work
(c) have been paid, .except that in case of disputed indebtedness or liens Contractor may
submit, in lieu of evidence of payment, a surety bond satisfactory to the Town
guaranteeing payment of alI such disputed amounts when adjudicated in cases where snrch
payment has not already been guaranteed by surety bond.
{d) The making and acceptance of the final payment shall constitute a waiver of alI ciaisns by
the Town, other than those arising from any of the following: (1) znsettled liens; (2)
faulty work appearing within 12 months after final payment; (3) requirements of the
specifications; or {4) manufacturers' guarantees. It shall also eonstifiute a waiver of all
elaizns by Contractor, except those previously made and still unsettled.
(e) zf after the work has been substantially completed, full completion thereof is materially
delayed through no fault of Contractor, and the Engineer so ceztifies, the Town shall upon
certificate of the Engineer, and without terminating the Contract, make payment of the
balance duo for that pci~tion of the work fully completed and accepted.
Page 4 of 5
Such payment shall be made under the terms .and conditions governing final payment, except that
it shall not constitute a waiver of claims.
IN WITNESS WI~REQI+', Town and Contractor have caused theix authorized representatives
to execute this Agreement the day and year first written above.
TO'W'N OF LOS GATOS:
Cneg Larson
Town Ivlanager
RECOMMEND BY:
Kevin Rohani
Interim Dixector
Parks and Public Works
APPROVED AS TO I+'ORM:
CONTRACTOR:
Republic Intelligent Transportation Services
(Signature)
(Print Name)
{Address, City, State, Zip}
{Contractor's License Number)
Orry P. Korb
Town Attorney
ATTEST:
7aelcie It.ose
Clerk Administrator
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