1991-260-Authorizing The Town Manager To Execute An Agreement With Bridge Radio ServicesRESOLUTION 1991 -260
A RESOLUTION OF THE TOWN COUNCIL
OF THE TOWN OF LOS GATOS TO AUTHORIZE THE TOWN MANAGER
TO EXECUTE AN AGREEMENT WITH BRIDGE RADIO SERVICES
WHEREAS, bids have been duly received on a Request for Proposal to provide
Communications Equipment Maintenance on fixed equipment of the Police and Parks, Forestry
and Maintenance Services Departments; and
Whereas, Bridge Radio Services, Inc., of San Jose is the qualified low bidder;
NOW, THEREFORE, BE IT RESOLVED by the Town Council of the Town of Los Gatos
that the Town Manager is authorized to execute an agreement with Bridge Radio Services to
provide Communications Equipment Maintenance through June 30, 1993 (attached as Exhibit "A ").
PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los
Gatos, California, held on the 2nd day of December, 1991, by the following vote:
COUNCIL MEMBERS
AYES: Randy Attaway, Joanne Benjamin, Steve Blanton, Brent N. Ventura,
Mayor Eric D. Carlson
NAYES: None
ABSENT: None
ABSTAIN: None
SIGNED: °
MAYOR OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
ATTEST:
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CLERK OF THE TOWN O OS GATOS
LOS GATOS, CALIFORNIA
FGV/N CLERK
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AG
AGREEMENT FOR CONTRACT SERVICES
BIC:
THIS AGREEMENT is entered into this day of 119
by and between the Town of Los Gatos, State of California, ('Town "), and BRIDGE RADIO
SERVICES, engaged in providing contracting services ('Contractor ").
RECITALS
The Town desires to engage a Contractor to maintain and service communications
equipment located at the Los Gatos Civic Center (Police Department and Town
Hall), the Rinconada Water Treatment Plant, and at the Pruneyard Towers Building,
Campbell.
2. Contractor has all necessary qualifications and experience and desires to provide
maintenance and service.
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
Scope of Services. The Contractor shall provide routine maintenance during normal
business hours Monday through Friday, and emergency repairs 24 hours per day, 7
days per week, as required, on the listed equipment (Schedule A) and antennas and
accessories for the Police and Parks, Forestry, and Maintenance Departments
communication equipment, consistent with general responsible maintenance standards
and consistent with the following provisions:
A. Seven day 24 -hour coverage must be available for all fixed equipment listed
on Schedule A. The Contractor will verify that any call for service has been
received within thirty (30) minutes of the call or request for service. The
Contractor will provide immediate telephone consultation for the problem, if
applicable, and provide an estimated time of arrival (ETA).
Every effort will be made to respond to emergency requests for service within
one hour. Emergency requests are justified when a malfunction of equipment
has a major effect on day to day operations. An example of a justifiable
emergency service request would be a major failure of the CentraCom II
console or of a base station.
High Priority service requests will be responded to within 4 hours of
notification. An example of a high priority service request would be if a
primary dispatch channel became inoperative.
Non - critical service requests will be responded to within 16 hours of
notification.
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B. All parts, labor, travel, test equipment and tools to provide necessary service
will be provided at the cost of the Contractor. Contractor must maintain on
hand locally sufficient parts stock for critical components to keep system
downtime to a minimum. Contractor shall provide an itemization of spare
CentraCom II parts on hand.
C. Total preventive maintenance will be performed on all equipment. Preventive
Maintenance shall include inspection of all equipment listed on attached
schedules, to ensure that the equipment is working properly and is not in a
condition where it will cease to function properly during the term of the
maintenance contract. The cost of all time and materials charges for necessary
repairs and replacement shall be borne by the Contractor. All fixed
equipment will receive two preventive maintenance inspec,mns (PM's)
annually, one to be performed during the month of January and one to be
performed during the month of July. Scheduling of PM's will be initiated by
the Contractor and coordinated with Police Communications staff to minimize
the impact on operations. Copies of Work Orders will be submitted to the
Police Records and Communications Manager.
D. Contractor will provide continual up -to -date training of the service personnel
to keep technicians abreast of operational changes.
E. Contractor will document information relating to level of system performance
and status of maintenance. Documentation will be available for review by
Town staff.
F. The equipment inventory on the attached schedules reflects the Town's best
and most current information. The Town may add or delete units to or from
this Contract as new equipment is acquired, or as equipment is retired from
service. Corresponding adjustments to the Contract payment amount will be
made at the unit prices established in the Contract. If a price is not
established, new equipment maintenance prices will be established through
negotiation. Charges for equipment deleted will cease as of the day service is
cancelled. Charges for equipment added will commence as of the day service
is commenced. Such charges will be calculated and presented in a written
proposal to the Communications Manager. NOTE: Adjustments for periods
of less than one (1) month will be pro -rated on a daily basis based on a thirty
(30) day month.
G. The following equipment items and services are specifically excluded from this
proposal. The following services may be provided on a time and materials
basis.
'Base station antennas and coaxial cable at all sites.
'System relocation or design changes.
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°Installation of new equipment.
The maintenance program does not include costs for damage to equipment
through physical abuse or Acts of God. When Contractor determines repair
of an item is necessitated by physical damage or abuse, approval to proceed
with the repair must be secured from the Town before any action to repair is
undertaken. Any such "above contract" charges incurred without prior approval
of the Town will not be valid.
H. The external connections to the system are: (a) master logger recorder; (b)
instant callchecks; (c) SLETS data system, and (d) 9 -1 -1 telephone equipment.
The contract includes maintenance and analysis up to the respective terminals
(equipment or modems) of these external systems.
L It is understood that Contractor may periodically need to maintain possession
of radio equipment belonging to the Town. Contractor agrees to exercise
reasonable care for the equipment, track the location of such equipment, and
be responsible for its return to the Town.
Contractor will provide written monthly reports of maintenance actions and
status reports on continuing service activities.
K. The Contractor will keep the equipment covered by this proposal in excellent
working condition by using modern preventive maintenance techniques. The
goal is to prevent malfunctions which would affect day to day operations. All
labor necessary to accomplish preventive maintenance and repair will be
provided without additional charge.
L. Contractor will make recommendations to the Town when equipment needs
to be replaced, either ahead of or as part of the budgeted depreciation cycle,
and offer suggestions about new products and equipment which can be used
to enhance system performance.
M. Contractor will provide consulting services for any system or piece of
equipment covered under this proposal without additional charge. This
includes consulting services to make system design changes. Labor and
materials necessary to accomplish the design changes are at additional cost.
N. Annual written reports on the status of the Town's communications system will
be provided in December of each year. More frequent reports will be
provided when necessary.
Security Clearance
A. All personnel assigned to work in the Police Department must have prior
security clearance.
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B. Each employee who requires a security clearance shall at least eight (8) weeks
before such assignment provide (1) a valid California identification, and (2)
fingerprints taken by the Los Gatos Police Department and allow completion
of a security background clearance check. No employee who fails the security
clearance shall be assigned to secured areas.
C. Failure to comply with this paragraph shall be grounds for termination.
3. Term of Contract
The base term for this contract is from the date of award until June 30, 1993.
4. Option to Renew
Town shall have the option to extend the term of the contract for additional one year
terms up to a maximum of three (3) additional years. By February 15, 1993, and
each year thereafter Town renews this contract, vendor must notify Town of any
proposed increases or decreases in prices for the next year. Town must exercise its
option by May 1 of each year.
Termination
The Town may terminate this agreement upon thirty (30) day written notice to the
vendor, with or without cause. Contractor may terminate this agreement on ninety
(90) days written notice to the Town. In the event of such termination, the
contractor shall be paid for all satisfactory work, 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.
6. Compensation
The compensation to be paid to the Contractor shall include the cost for all materials
and labor needed to complete the services set forth in this Agreement. In no case
will the compensation amount be more than six thousand forty eight dollars ($6,048)
per year without prior written notification and the subsequent approval by the Town.
Contractor will submit an invoice for payment on the first day of each month. The
amount of payment will be one - twelfth (1/12) of the total per year. The invoice will
itemize the fee for equipment serviced each month as set forth on Schedule A.
A. No increase in fees will be made during any fiscal year, unless equipment is
added to the equipment listed on Schedule A.
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
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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 under this Agreement by subcontracting, but may not
delegate ultimate responsibility for performance or assign or transfer interests under
this Agreement.
8. 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
Contractor to practice its profession. Contractor shall maintain a Town of Los Gatos
business license pursuant to Chapter 15 of the Code of the Town of Los Gatos.
9. Confidential Information.
All data, documents, discussion, or other information developed or received by or for
the Contractor in performance of this Agreement are confidential and will not be
disclosed to any person except as authorized by the Town Manager or their designee
or as required by law.
10. Nondiscrimination Standards.
The Contractor will not discriminate against employees or applicants for employment
because of physical or mental handicap in regard to any position for which the
employee or applicant is qualified. The Contractor agrees to take affirmative action
to employ, advance in employment and otherwise treat qualified handicapped
individuals without discrimination based upon physical or mental handicap in all
employment practices such as the following: employment, upgrading, demotion or
transfer, recruitment, advertising, layoff or termination, rates of pay or other forms
of compensation and selection for training, including apprenticeship.
It is the policy of the Town of Los Gatos that all qualified persons are to be afforded
equal opportunities of employment on any public works contract entered into with
the Town. To prohibit discrimination because of race, color, religion, sex or national
origin, Contractor shall be prepared to demonstrate that they and their subcontractors
have undertaken a positive and continuing program to promote the full realization
of equal employment opportunities.
11. Insurance Requirements
Contractor shall procure and maintain for the duration of the contract insurance
against claims for injuries to persons or damages to property which may arise from
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or in connection with the performance of the work hereunder by the Contractor, his
agents, representative, employees or subcontractors.
A. Minimum Scope of Insurance
Coverage shall be at least as broad as:
Insurance Services Officer form number GL 0002 (Ed. 1/73) covering
Comprehensive General Liability and Insurance Services Office form
number LG 0404 covering Broad Form Comprehensive General
Liability; or Insurance Services Office Commercial general Liability
coverage ('occurrence form CG 0001).
ii. Insurance Services Office form number CA 0001 (Ed. 1/78) covering
Automobile Liability, code I "any auto" and endorsement CA 0025.
Workers' Compensation insurance as required by the Labor Code of
the State of California and Employers Liability insurance.
B. Minimum limits of Insurance
Contractor shall maintain limits no less than:
General Liability: $1,000,000 combined single limit per occurrence for
bodily injury, personal injury and property damage. If Commercial
General Liability Insurance or other form with a general aggregate limit
is used, either the general aggregate limit shall apply separately to this
project /location or the general aggregate limit shall be twice the
required occurrence limit.
ii. Automobile Liability: $1,000,000 combined single limit per accident
for bodily injury and property damage.
iii. Workers' Compensation and Employers Liability: Workers'
compensation limits as required by the Labor Code of the State of
California and Employers Liability limits of $1,000,000 per accident.
C. Deductibles and Self- Insured Retentions
Any deductibles or self- insured retentions must be declared to and approved
by the Agency. At the option of the Agency, either: the insurer shall reduce
or eliminate such deductibles or self - insured retentions as respects the Agency,
its officers, officials, employees and volunteers; or the Contractor shall procure
a bond guaranteeing payment of losses and related investigations, claim
administration and defense expenses.
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D. Other Insurance Provisions
The policies are to contain, or be endorsed to contain, the following
provisions:
General Liability and Automobile Liability Coverages
a. The Town, its officers, officials, employees and volunteers are
to be covered as insureds 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, or automobiles owned, leased, hired or
borrowed by the Contractor. The coverage shall contain no
special limitations on the scope of protection afforded to the
Town, its officers, officials, employees or volunteers.
b. 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.
C. Any failure to comply with reporting provisions of the policies
shall not affect coverage provided to the Town, its officers,
officials, employees or volunteers.
d. The Contractor's insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with
respect to the limits of the insurer's liability.
ii. Workers' Compensation and Employees Liability Coverage
The insurer shall agree to waive all rights of subrogation against the
Town, its officers, officials, employees and volunteers for losses arising
from work performed by the Contractor for the Town.
iii. All Coverages
Each insurance policy required by this clause shall endorsed to state
that coverage shall not be suspended, voided, cancelled by either party,
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.
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iv. Acceptability of Insurers
Insurance is to be placed with insurers with a Best's rating of no less
than ANII.
V. Verification of Coverage
Contractor shall furnish the Town with certificates of insurance and
with original endorsements effecting coverage required by this clause.
The certificates and endorsements for each insurance policy are to be
signed by a person authorized by that insurer to bind coverage on its
behalf. The certificates and endorsements are to be on forms provided
by the Agency. Where by statute, the Town's workers' compensation-
related forms cannot be used, equivalent forms approved by the
Insurance Commissioner are to be substituted. All certificates and
endorsements are to be received and approved by the Town before
work commences. The town reserves the right to require complete,
certified copies of all required insurance policies, at any time.
vi. Subcontractors
Contractor shall include all subcontractors as insureds under its policies
or shall furnish separate certificates and endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all
of the requirements stated herein.
12. Indemnification. The Contractor shall save, keep, hold harmless, indemnify and
defend the Town its officers, agent, employees and volunteers from all damages,
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 the Contractor, or any of the Contractor's employees, or any subcontractor.
13. Conflict of Interest.
The Contractor has no holdings or interests within the town of Los Gatos.
Contractor has no business holdings or Agreements with any member of the staff or
management of the Town or its representatives.
14. Governing Law.
This contract is entered into within the State of California and the laws of said state,
whether substantive or procedural, shall apply to this contract, and that all statutory,
charter and ordinance provisions that are applicable to public contracts in Santa
Clara County, and the State of California shall be followed with respect to this
contract. All actions arising out of this agreement shall be brought in Santa Clara
County.
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15. 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.
16. Entire Agreement. This Agreement 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.
17. Disputes. In any dispute over any aspect of this agreement the prevailing party shall
be entitled to reasonable attorney's fees, as well as all reasonable costs (not limited
to those allowed by statute).
18. Execution. This Agreement may be executed in several counterparts each of which
shall constitute one and the same instrument and shall become binding upon the
parties when at least one copy, here of shall have been signed by both parties hereto.
In proving this agreement, it shall not be necessary to produce or account for more
than one such counterpart.
IN WITNESS WHEREOF, the Town and Contractor have executed this Agreement
as of the date indicated on page one (1).
Town of Los Gatos
David W. Knapp, Town Manager
Town of Los Gatos
ATTEST:
Clerk of the Town of Los Gatos,
Los Gatos, California
Marian V. Cosgrove, Town Clerk
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Approved as to Form:
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Ka Brine Anderton, Town Attorney
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