Attachment 1 - Second Amendment to Agreement for Services Including Original Agreement and First AmendmentSt. Francis Electric – Second Amendment to Agreement for Services
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SECOND AMENDMENT TO AGREEMENT FOR SERVICES
This SECOND AMENDMENT TO AGREEMENT FOR SERVICES is dated for identification this
15th day of March 2022 and amends that certain AGREEMENT FOR SERVICES dated September
15, 2020, and FIRST AMENDMENT TO AGREEMENT dated July 22, 2021, made by and between
the TOWN OF LOS GATOS, ("Town,") and ST. FRANCIS ELECTRIC, (“Service Provider”).
RECITALS
A.Town and Service Provider entered into an Agreement for Services on November 1, 2020
(“Agreement”), a copy of which is attached hereto and incorporated by reference as
Attachment 1 to this Amendment.
B.Town and Service Provider entered into First Amendment to the Agreement for Services
on August 3, 2021 (“Agreement”), a copy of which is attached hereto and incorporated
by reference as Attachment 2 to this Amendment.
C.Town desires to make second amendment to the Agreement to the compensation for
Services in Fiscal Year 2021/22 and Fiscal Years 2022/23 through Fiscal Year 2024/25.
AMENDMENT
1.2.6 Compensation is amended to read as follows:
For Fiscal year 2021/22, the annual compensation for Services shall be increased
by $67,000 for a total annual amount of $202,000; and
For Fiscal Year 2022/23 to Fiscal Year 2024/25, the annual compensation for
Services shall be increased by $50,000 for a total annual amount of $185,000 for
the three fiscal years, for a total revised contract amount not to exceed $900,567.
2.All other terms and conditions of the Agreement remain in full force and effect.
ATTACHMENT 1
St. Francis Electric – Second Amendment to Agreement for Services
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IN WITNESS WHEREOF, the Town and Service Provider have executed this Amendment.
Town of Los Gatos, by: St. Francis Electric, by:
_______________________________ ______________________________
Laurel Prevetti
Town Manager
______________________________
Name/Title
Recommended by:
__________________________________
Matt Morley
Director of Parks and Public Works
Approved as to Form:
__________________________________
Robert Schultz, Town Attorney
Attest:
__________________________________
Shelley Neis, MMC, CPMC, Town Clerk
DocuSign Envelope ID: 8756FFA3-F4F2-4F75-8155-84AEB3348A67
DocuSign Envelope ID: 8756FFA3-F4F2-4F75-8155-84AEB3348A67
8/3/2021
8/3/2021
8/3/2021
8/4/2021
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St. Francis Electric - Street Lighting and Traffic Signal Preventive Maintenance and Repair Services
November 1, 2020-June 30, 2025
AGREEMENT FOR SERVICES
THIS AGREEMENT is dated for identification this 15th of September 2020, and is made by and
between TOWN OF LOS GATOS, a California municipal corporation, (“Town”) and St. Francis
Electric (“Service Provider”), whose address is 975 Carden St., San Leandro, CA. 94577. This
Agreement is made with reference to the following facts.
I. RECITALS
1.1 Town sought quotations for the services described in this Agreement, and Service
Provider was found to be the lowest responsible supplier for this purchase.
1.2 Service Provider represents and affirms that it is willing to perform the desired work
pursuant to this Agreement.
1.3 Town desires to engage Service Provider to provide a comprehensive Street Lighting and
Traffic Signal Preventive Maintenance and Repair Services.
1.4 Service Provider warrants it possesses the distinct professional skills, qualifications,
experience, and resources necessary to timely perform the services described in this
Agreement. Service Provider acknowledges Town has relied upon these warranties to
retain Service Provider.
II. AGREEMENT
2.1 Scope of Services. Service Provider shall provide services as described in that certain
Proposal sent to the Town on August 26, 2020, which is hereby incorporated by reference
and attached as Exhibit A.
2.2 Term and Time of Performance. The effective date of this Agreement shall begin
November 1, 2020 and will continue through June 30, 2025, subject to appropriation of
funds, notwithstanding any other provision in this agreement.
2.3 Compliance with Laws. The Service Provider shall comply with all applicable laws, codes,
ordinances, and regulations of governing federal, state and local laws. Service Provider
represents and warrants to Town that it has all licenses, permits, qualifications and
approvals of whatsoever nature which are legally required for Service Provider to practice
its profession. Service Provider shall maintain a Town of Los Gatos business license
pursuant to Chapter 14 of the Code of the Town of Los Gatos.
2.4 Sole Responsibility. Service Provider shall be responsible for employing or engaging all
persons necessary to perform the services under this Agreement.
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2.5 Information/Report Handling. All documents furnished to Service Provider by the Town
and all reports and supportive data prepared by the Service Provider under this
Agreement are the Town’s property and shall be delivered to the Town upon the
completion of services or at the Town's written request. All reports, information, data,
and exhibits prepared or assembled by Service Provider in connection with the
performance of its services pursuant to this Agreement are confidential until released by
the Town to the public, and the Service Provider shall not make any of these documents
or information available to any individual or organization not employed by the Service
Provider or the Town without the written consent of the Town before such release. The
Town acknowledges that the reports to be prepared by the Service Provider pursuant to
this Agreement are for the purpose of evaluating a defined project, and Town's use of the
information contained in the reports prepared by the Service Provider in connection with
other projects shall be solely at Town's risk, unless Service Provider expressly consents to
such use in writing. Town further agrees that it will not appropriate any methodology or
technique of Service Provider which is and has been confirmed in writing by Service
Provider to be a trade secret of Service Provider.
2.6 Compensation:
Compensation for year one shall not exceed $135,000. Compensation for future years
will be the base cost of $135,000 and shall be adjusted upward annually for the remaining
term of this agreement by the change, if any, in the San Francisco-Oakland-San Jose
Metropolitan Area Consumer Price Index for All Urban Consumers, all items (CPI). The
adjustment shall be based upon the CPI published on December 31 of the preceding
year. If the CPI indicates a downward adjustment, compensation would remain at the
base amount. Payment shall be based upon Town approval of each task.
2.7 Billing. Billing shall be monthly by invoice within thirty (30) days of the rendering of the
service and 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 thirty (30) days. All invoices and statements to the Town shall be
addressed as follows:
Invoices:
Town of Los Gatos
Attn: Accounts Payable
P.O. Box 655
Los Gatos, CA 95031-0655
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2.8 Availability of Records. Service Provider shall maintain the records supporting this billing
for not less than three years following completion of the work under this Agreement.
Service Provider shall make these records available to authorized personnel of the Town
at the Service Provider offices during business hours upon written request of the Town.
2.9 Assignability and Subcontracting. The services to be performed under this Agreement are
unique and personal to the Service Provider. No portion of these services shall be
assigned or subcontracted without the written consent of the Town.
2.10 Independent Contractor. It is understood that the Service Provider, 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 Service Provider 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.
Service Provider agrees to testify in any litigation brought regarding the subject of the
work to be performed under this Agreement. Service Provider 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 Service
Provider or is based on allegations of Service Provider's negligent performance or
wrongdoing.
2.11 Conflict of Interest. Service Provider understands that its professional responsibilities are
solely to the Town. The Service Provider has and shall not obtain any holding or interest
within the Town of Los Gatos. Service Provider 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,
Service Provider 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. Service Provider
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 Service Provider discovers it has employed a person with a direct
or indirect interest that would conflict with its performance of this Agreement Service
Provider shall promptly notify Town of this employment relationship, and shall, at the
Town's sole discretion, sever any such employment relationship.
2.12 Equal Employment Opportunity. Service Provider warrants that it is an equal opportunity
employer and shall comply with applicable regulations governing equal employment
opportunity. Neither Service Provider nor its subcontractors do and neither shall
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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.
III. INSURANCE AND INDEMNIFICATION
3.1 Minimum Scope of Insurance:
i. Service Provider 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. Service Provider 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. Service Provider shall provide to the Town all certificates of insurance, with
original endorsements effecting coverage. Service Provider agrees that all
certificates and endorsements are to be received and approved by the
Town before work commences.
General Liability:
i. 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 Service Provider; products and completed
operations of Service Provider, premises owned or used by the Service
Provider.
ii. The Service Provider'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 Service Provider's insurance
and shall not contribute with it.
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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 Service Provider'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.
3.2 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.
3.3 Workers’ Compensation. In addition to these policies, Service Provider 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, Service Provider shall ensure that all subcontractors employed by
Service Provider provide the required Workers' Compensation insurance for their
respective employees.
3.4 Indemnification. The Service Provider shall save, keep, hold harmless and 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 the Service Provider, or any of the Service Provider's officers, employees, or
agents or any subcontractor.
IV. GENERAL TERMS
4.1 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.
4.2 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.
4.3 Termination of Agreement. The Town and the Service Provider shall have the right to
terminate this agreement with or without cause by giving not less than fifteen days (15)
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written notice of termination. In the event of termination, the Service Provider shall
deliver to the Town all plans, files, documents, reports, performed to date by the Service
Provider. In the event of such termination, Town shall pay Service Provider 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, 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.
4.4 Prevailing Wages. This project is subject to the requirements of Section 1720 et seq.
of the California Labor Code requiring the payment of prevailing wages, the training
of apprentices and compliance with other applicable requirements. Contractors and
all subcontractors who perform work on the project are required to comply with
these requirements. Prevailing wages apply to all projects over $1,000 which are
defined as a “public work” by the State of California. This includes: construction,
demolition, repair, alteration, maintenance and the installation of photovoltaic
systems under a Power Purchase Agreement when certain conditions are met under
Labor Code Section 1720.6. This include service and warranty work on public
buildings and structures.
4.4.1 The applicable California prevailing wage rate can be found at
www.dir.ca.gov and are on file with the Town of Los Gatos Parks and Public
Works Department, which shall be available to any interested party upon
request. The contractor is also required to have a copy of the applicable
wage determination posted and/or available at each jobsite.
4.4.2 Specifically, contractors are reminded of the need for compliance with Labor
Code Section 1774-1775 (the payment of prevailing wages and
documentation of such), Section 1776 (the keeping and submission of
accurate certified payrolls) and 1777.5 in the employment of apprentices on
public works projects. Further, overtime, weekend and holiday pay, and shift
pay must be paid pursuant to applicable Labor Code section.
4.4.3 The public entity for which work is being performed or the California
Department of Industrial Relations may impose penalties upon contractors
and subcontractors for failure to comply with prevailing wage requirements.
These penalties are up to $200 per day per worker for each wage violations
identified; $100 per day per worker for failure to provide the required
paperwork and documentation requested within a 10-day window; and $25
per day per worker for any overtime violation.
4.4.4 As a condition to receiving progress payments, final payment and payment
of retention on any and all projects on which the payment of prevailing
wages is required, the contractor agrees to present to the TOWN, along with
its request for payment, all applicable and necessary certified payrolls (for
itself and all applicable subcontractors) for the time period covering such
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payment request. The term “certified payroll” shall include all required
documentation to comply with the mandates set forth in Labor Code Section
1720 et seq, as well as any additional documentation requested by the
Agency or its designee including, but not limited to: certified payroll, fringe
benefit statements and backup documentation such as monthly benefit
statements, employee timecards, copies of wage statements and cancelled
checks, proof of training contributions (CAC2 if applicable), and
apprenticeship forms such as DAS-140 and DAS-142.
4.4.5 In addition to submitting the certified payrolls and related documentation to
the TOWN, the contractor and all subcontractors shall be required to submit
certified payroll and related documents electronically to the California
Department of Industrial Relations. Failure to submit payrolls to the DIR
when mandated by the project parameters shall also result in the
withholding of progress, retention and final payment.
4.4.6 No contractor or subcontractor may be listed on a bid proposal for a public
works project unless registered with the Department of Industrial Relations
pursuant to Labor Code section 1725.5 [with limited exceptions from this
requirement for bid purposes only under Labor Code section 1771.1(a)].
4.4.7 No contractor or subcontractor may be awarded a contract for public work
on a public works project, unless registered with the Department of Industrial
Relations pursuant to Labor Code section 1725.5. Contractors MUST be a
registered “public works contractor” with the DIR AT THE TIME OF BID.
Where the prime contract is less than $15,000 for maintenance work or less
than $25,000 for construction alternation, demolition or repair work,
registration is not required.
4.4.8 Should any contractor or subcontractors not be a registered public works
contractor and perform work on the project, Contractor agrees to fully
indemnify the TOWN for any fines assessed by the California Department of
Industrial Relations against the TOWN for such violation, including all staff
costs and attorney’s fee relating to such fine.
4.4.9 The TOWN shall withhold any portion of a payment; including the entire
payment amount, until certified payroll forms and related documentation
are properly submitted, reviewed and found to be in full compliance. In the
event that certified payroll forms do not comply with the requirements of
Labor Code Section 1720 et seq., the TOWN may continue to hold sufficient
funds to cover estimated wages and penalties under the contract.
4.5 Amendment. No modification, waiver, mutual termination, or amendment of this
Agreement is effective unless made in writing and signed by the Town and the Service
Provider.
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4.6 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.
4.7 Notices. Any notice required to be given shall be deemed to be duly and properly given
if mailed postage prepaid, and addressed to:
Town of Los Gatos
Attn: Town Clerk
110 E. Main Street
Los Gatos, CA 95030
Service Provider:
St. Francis Electric
975 Carden St.
San Leandro, CA. 94577
or personally delivered to Service Provider to such address or such other address as
Service Provider designates in writing to Town.
4.8 Order of Precedence. In the event of any conflict, contradiction, or ambiguity between
the terms and conditions of this Agreement in respect of the Products or Services and any
attachments to this Agreement, then the terms and conditions of this Agreement shall
prevail over attachments or other writings.
4.9 Entire Agreement. This Agreement, including all Exhibits, constitutes the complete and
exclusive statement of the Agreement between the Town and Service Provider. 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.
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IN WITNESS WHEREOF, the Town and Service Provider have executed this Agreement.
Town of Los Gatos by:
_________________________________
Laurel Prevetti, Town Manager
Recommended by:
________________________________________
Matt Morley, Director of Parks and Public Works
St. Francis by:
_______________________________________
_______________________________________
Title
Approved as to Form:
_____________________________________
Robert Schultz, Town Attorney
Attest:
______________________________________
Shelley Neis, MMC, CPMC, Town Clerk
DocuSign Envelope ID: 5F7C9340-7506-458E-B1F9-2914F758B184
9/30/2020
Vice President
9/30/2020
10/6/2020
10/6/2020
10/6/2020
Signals Streetlights RFP Cost Summary 2020
Attachment 2: Signals/Streetlights Quote Summary 2020 St. Francis Electric
Basic Services
Bid Monthly
Item Location Description Unit Price Quantity Cost
1 Los Gatos Street Light Maintenance $1.10 1600 $1,760
2 Los Gatos Traffic Signal PM $120.00 31 $3,720
3 Los Gatos Parking Lot Light Maintenance $1.10 119 $131
4 Los Gatos USA Locating $140.00
5
6
7
8
9
Monthly Total $5,611
Annual Total $67,331
Additional Services T & M Per Hour
10
11
12
13
EXHIBIT A
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