2005-106 - To Execute An Amendment To The Agreement For Purchase And Installation Of Equipment With Xybix Systems, Inc.RESOLUTION 2005 -106
RESOLUTION OF THE TOWN OF LOS GATOS AUTHORIZING THE TOWN MANAGER
TO EXECUTE AN AMENDMENT TO THE AGREEMENT FOR PURCHASE AND
INSTALLATION OF EQUIPMENT WITH XYBIX SYSTEMS, INC.
WHEREAS, a previous contract agreement with the Town of Los Gatos and XYBIX
Systems, Inc. numbered 05.117 has been approved; and,
WHEREAS, further work on the Emergency Communications Center 911 upgrade
project required the purchase and installation of additional equipment: and,
WHEREAS, Town Council authorizes the Town Manager to execute an amendment to
the agreement for purchase and installation of equipment with XYBIX Systems, Inc. in excess of
$25,000;
THEREFORE, BE IT RESOLVED, by the Town Council of the Town of Los Gatos,
County of Santa Clara, State of California, that the Town of Los Gatos authorizes the Town
Manager to execute an amendment to the agreement for purchase and installation of equipment
with XYBIX, Systems, Inc. on behalf of the Town of Los Gatos.
PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of
Los Gatos, California, held on the 3r day of October 2005, by the following vote:
COUNCIL MEMBERS:
AYES: Steve Gliclanan, Diane McNutt, Joe Pirzynski, Barbara Spector,
Mayor Mike Wasserman.
NAYS: None
ABSENT: None
ABSTAIN: None
SIGNED:
MAYOR OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
ATTEST:
CLERK e'M ST RATOR
OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
FIRST AMENDMENT TO AGREEMENT BETWEEN THE TOWN OF LOS GATOS
AND XYBIX SYSTEMS, INC. FOR 9 -1 -1 UPGRADE PROJECT
This AMENDMENT TO AGREEMENT is entered into this day of ,
2005, by and between the Town of Los Gatos, State of California, herein called "Town," and Xybix
Systems, Inc., herein called "Contractor."
RECITALS
A. Town and Contractor entered into an agreement (Town Agreement No. 05.117) under which
Contractor would obtain and install equipment, excluding telecommunications, computer or
other similar electronic equipment and software, to upgrade the Town Police Department
communications facility for purposes of upgrading 9 -1 -1 services, executed on or about
September 23, 2005 ( "Agreement "), a copy of which is attached hereto as Exhibit "A and
incorporated herein by reference.
B. The parties desire to amend the Agreement to add the acquisition and installation of a 36"
rotating resource guide and flat panel mounting devices for the additional cost of $2,194.33,
based on Quotation numbers 2506 and 2651, attached hereto as Exhibit `B" and incorporated
herein by reference.
AMENDMENT
The Agreement is amended to add the acquisition and installation of the equipment detailed
in Exhibit `B" hereto and the amount due Contractor is amended to add $2,194.3 3, for a total
amount not to exceed $27,111.02.
2. All other terms and conditions of the Agreement remain in full force and effect.
IN WITNESS WHEREOF, the Town and Contractor have executed this Amendment to
Agreement as of the date indicated above.
Town of Los Gatos, by:
Debra J. Figone, Town Manager
Town of Los Gatos
Recommended by:
[Department Head / Title]
ATTEST:
Town of Los Gatos, California
Marlyn Rasmussen, Clerk Administrator
Xybix Systems, Inc.
by:
(Print Name)
Revised: 11/04/04 —1—
C:\Documenls and Settings \ndawn \Local Settings \Temp \XYB1X amendment.wpd
ATTACMENT 2
Approved as to Form:
Orry P. Korb, Town Attorney
Revised: 11/04/04
CADocuments and Settings \ndawn \Local Settings \Temp\XYBIX amendmenl.wpd —2—
19 6":- ) • 6, 1 17
TOWN OF LOS GATOS
EXHIBIT A
CIVIC CENTER
110 E. MAIN STREET
P.O. Box 949
Los GATOS, CA 95031
XYBIX Systems, Inc.
8160 Blakeland Dr. Unit G
Littleton, CO 80125
Attn: Kenneth R. Carson, Vice President, Sales
Re: Town of Los Gatos 9 -1 -1 Upgrade Project
Ladies and Gentlemen:
CLERK DEP, \R1'MLNT
IIIH
ORD
REC
RESO
The Town of Los Gatos desires to enter into a contract with XYBIX Systems, Inc. For
the purpose of the 9 -1 -1 upgrade for the Los Gatos -Monte Sereno Police Department
Dispatch Center. The scope of the contract and full payment, including costs, would be
as specified in the quotation dated July 26, 2005, identified as Quote Number 2505,
attached hereto and fully incorporated herein by this reference as "Exhibit A." The work
shall also conform to the site drawing attached hereto and fully incorporated herein by
this reference as Exhibit "B." The following terms shall also apply:
1. Billing Invoice shall provide unit pricing for all materials as well as separate
costs for installation, labor and freight. Payment shall be net thirty (30) days from
delivery to job site. A 10% retention may be held until completion of the punch list. 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 95030
Statements:
Town of Los Gatos
Attn: Finance Department
P.O. Box 655
Los Gatos, CA 95030
2. Availability of Records XYBIX Systems, Inc. ( "Contractor ") shall maintain the
records supporting this billing for not less than three years following completion of the
work under this 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:
3. Project Manager The Project Manager for the Contractor for the work under this
Agreement shall be Kenneth R. Carson. The Project Manager for the Town for the work
under this Agreement shall be David Gravel, Captain,
4. 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.
tin H nn-
5. Independent Contractor It 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,
Contractor or any of Contractor's officers, employees, or agents or any subcontractor,
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
under this Agreement by 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 its then current hourly rates of compensation, unless such litigation is
brought by Contractor or is based on allegations of Contractor's negligent
performance or wrongdoing.
6. 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 Staff or management of the Town or its representatives
nor shall 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 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.
7. Equal Employment Opportunity Contractor warrants that it is an equal
opportunity employer and shall comply with 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 or mental
disability, national origin, religion, or medical condition, unless based upon a bona fide
occupational qualification pursuant to the California Fair Employment & Housing Act,
8. 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
($1,000,000) combined single limit per occurrence for bodily injury,
personal injury and property damage.
ii. 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 are to be received and
approved by the Town before work commences.
B. General Liability:
The Town, its officers, officials, 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.
The Contractor's insurance coverage shall be primary insurance as
respects the Town, its officers, officials, employees and volunteers.
Any insurance or self- insurances maintained by the Town, its
officers, officials, employees or volunteers shall be excess of the
Contractor's insurance and shall not contribute with it.
iii. Any failure to comply with reporting provisions of the policies shall
not affect coverage provided to the Town, its officers, officials,
employees or volunteers.
iv. The Contractor's insurance shall apply separately to each insured
against whom 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 Workers'
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.
9. Indemnification 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 of, or in
the course of performing work which may be occasioned by a willful or negligent act or
omissions of Contractor, or any of Contractor's officers, employees, or agents or any
subcontractor.
10. 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.
11. 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.
12. Termination of Agreement Town and Contractor shall have the right to terminate
this Agreement with cause by giving not less than fifteen days written notice of intent to
terminate. Contractor shall have. 10 days to cure defects. In the event of termination,
the Contractor shall deliver to the Town all plans, files, documents, reports, performed
to date by 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 Town bears to completed services contemplated under this Agreement pursuant to
paragraph 6 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.
13. Amendment No modification, waiver, mutual termination, or amendment of this
Agreement is effective unless made in writing and signed by Town and Contractor.
14. 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. .
15. Entire Agreement This Agreement, including Exhibits A and B constitute the
complete and exclusive statement of the Agreement between 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.
CLERK DEPARTNAEN QUOTATION
Y B I
5 Y S T E N, 5 1 N C.
XYBIX Systems, Inc.
8160 Blakeland Dr. Unit G
Littleton, CO 80125
303 - 683 - 5656, 303- 683 -5454 fax
AGR
Quote Number: 2505
IIIH
Quote Date: 07/26/05
0RD
REC _ Page: 1
RESO -
B
Los Gatos Monte Sereno PD
110 East Main St.
Los Gatos, CA 95030
S
w
Los Gatos Monte Sereno PD
110 East Main St.
Los Gatos, CA 95030
L
ErgoPower X4+ Table Base
I
$5,766,00 07/26/05
L
P
ATTN: Bonnie Eckert
Worksurface 72x40 X4 Straight
$226.0000 EA
Entered By: KRC
1.00 12035
RFQ Number:
REV 3
$330.00 07/26105
Location:
CPU Cab 3 wide
Ship Via:
TRUCK
2.00 12101
Account Cd: LOSGATOS
$345.0000 EA
Taxable:
Y
Table Leg - E -Leg - Black Tex
Salesperson: 0
$68.00 07126/05
Pmt Terms:
90% NET 30,10% PUNCH
Line Order Qty Part Number Description Price UM Ext Price Est Shii
1.00 12241
Panel Enclosure System
$2,743.0000 EA
$2,743.00 07/26105
2.00 11064
ErgoPower X4+ Table Base
$2,883.0000 EA
$5,766,00 07/26/05
23.51" Adjustment Range
2.00 10893
Worksurface 72x40 X4 Straight
$226.0000 EA
$452,00 07/26/05 .
1.00 12035
Worksurface - Custom
$330.0000 EA
$330.00 07/26105
2.00 10847
CPU Cab 3 wide
$300:0000 EA
$600,00 07/26/05
2.00 12101
Ped Mobile 6,12 Drawers 18 "d
$345.0000 EA
$690.00 07126105
2.00 10005
Table Leg - E -Leg - Black Tex
$34.0000 EA
$68.00 07126/05
2.00 12040
RollerVision -FP Mount.1 high
$1,000:0000 EA
$2,000.00 07/26105
8.00 11792
Power Bar -10 Outlet Belkin
$60.0000 EA
$480.00 07/26/05
6.00 10823
- Data Port Escutcheon
$8.0000 EA
$48,00 07126/05
6.00 10841
Grommet -4" Black Nylon
$4.0000 EA
$24.00 07/26/05
2.00 11682
Energy Chain 23.51 Keybrd Surf
$92.0000 EA
$184.00 07/26105
Cable Managment System 21 Link
2.00 11683
Energy Chain 23 -51 Monitr Surf
$98,0000 EA
$196.00 07/26/05
Cable Managment System 21 Link
2.00 11760
Cable Management J- Channel X4
$88.0000 EA
$176.00 07/26105
6,00 11778
Ext, Cable 15' VGA High Qualit
$45.0000 EA
$270,00 07126/05
6.00 10744
Ext. Cable 15' PS2 Keyb /Mouse
$13.0000 EA
$78.00 07126105
2.00 10117
Johnson Controls - Surface Mount
$1,895,0000 SET
$3,790.00 07126/05
Full Kit- Work Surface Mount
1.00 10146
Installation
$3,277.0000 LT
$3,277.00 07126105
Quote is based on non -union
labor rates
Quote is good for 180 days
Subtotal:
$
Sales Tax:
$1,746.69
Freight:
$1,998.00
Total: $24,916.69
Jul -28 -05 08: Ham From -LOS GATOS POLICE [EPT 4002540578 T-706 P 02/04 F -839
Xi
bix Systems, Inc.
8164 Blakeland rA 1it Cy
Littleton, CO
2QQS- G,�►
For Town of Los Catum;
Debra Figone, Towa.VUuagcr
Vendor:
Signature - -
Recommended by:
Scott It. Seaunan, Chief of police
Approved as to form:
0 orb, Town At¢orney
Attest:
MarLyu J. Rasmussen
Clerk Administravor
Town of Los Cates
Print ]Name
Tit1e
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EXHIBIT B
A AM
''----------- Quote Number: 2506
lD
----------- Quote Date: 07/28/05
RE Page: I
QUOTATION
XYB[X Systems, |mc.
81GO8lakooOd Dr. Unit 8
Littleton, CO8O125
30O'883'5858
1/N 11619
1.00 10146
Resource Guide - 36" Rotating
Installation
$iJ00.0000 B\ $IJ00.0007/26105
$600.0000 LT $600.00 07126/05
Quote is based onnon-union
labor rates
Quote is good for 180 days
!A,
Subtotal:
$1.700l0
Sales Tax:
$140.25
Freight
$010
Total:
$1,840.25
X
X :B
'Y: I X
-i-T�F—A 8 � wc,'
XYBIX Systems, Inc.
8160 Blakeland Dr. Unit G
Littleton, CO 80125
303 -683 -5656, 303 - 683 -5454 fax
i F"IBIT B
QUOTATION
Quote Number: 2651
Quote Date: 09/22/05
Page: 1
B
Los Gatos Monte Sereno PD
S
Los Gatos Monte Sereno PD
2.00 11778
110 East Main St.
B
110 East Main St.
2.00 11730
Flat Panel Mount Dove Nut
Los Gatos, CA 95030
$2.00 09/22/05
Los Gatos, CA 95030
Flat Panel Mount Rack Bracket
L
$22.00 09/22/05
�
Ext. Cable 15' VGA High Qualit
$45.0000 EA
L
P
ATTN: Bonnie Eckert
Entered By: KRC
RFQ Number:
KNUCKLES
Location:
Ship Via:
TRUCK
Account Cd: LOSGATOS
Taxable:
Y
Salesperson: 0
Pmt Terms:
90% NET 30,10% PUNCH
Line Order Qty Part Number Description Price UM Ext Price Est Shir
2.00 11737
Flat Panel Mount- LCD Knuckle
$50.0000 EA
$100.00 09122/05
2.00 11778
Ext. Cable 15' VGA High Qualit
$45.0000 EA
$90,00 09/22/05
2.00 11730
Flat Panel Mount Dove Nut
$1.0000 EA
$2.00 09/22/05
2.00 12053
Flat Panel Mount Rack Bracket
$11.0000 EA
$22.00 09/22/05
2.00 11778
Ext. Cable 15' VGA High Qualit
$45.0000 EA
$90.00 09/22/05
Quote is based on non -union
labor rates
Quote is good for 180 days
Subtotal:
$
Sales Tax:
$25.08
Freight:
$25.00
Total:
$354.08