16 Staff Report - Signal and Street Light Maintenance Contract~J W N 0
cos caS~g COUNCIL AGENDA REPORT
MEETING DATE: 6115109
ITEM NO:
DATE: MAY 18, 2009
TO: MAYOR AND TOWN COUNCIL
FROM: GREG LARSON, TOWN MANAGER
SUBJECT: PPW JOB NO. A08-011 SIGNAL AND STREET LIGHT MAINTENANCE
CONTRACT
ADOPT RESOLUTION AUTHORIZING THE TOWN MANAGER TO
EXECUTE AN AMENDMENT TO THE CONTRACT AGREEMENT FOR A
PERIOD OF ONE YEAR WITH REPUBLIC INTELLIGENT
TRANSPORTATION SERVICES, INC. TO PROVIDE SIGNAL AND
STREET LIGHT MAINTENANCE SERVICES IN THE TOWN OF LOS
GATOS
RECOMMENDATION:
Adopt resolution (Attachment 1) authorizing the Town Manager to execute an amendment to the
contract agreement (Exhibit A) for a period of one year with Republic Intelligent Transportation
Services, Inc. to provide Signal and Street Light Maintenance services in the Town of Los Gatos.
BACKGROUND:
The Town of Los Gatos continues to use contractors to maintain and repair Traffic Signal and
Street Light facilities. Staff reviews such maintenance contracts annually to ensure services
provided arc satisfactory and they meet Town expectations and contract terms.
As part of the FY 2009110 budget reductions, staff was directed to reduce ongoing maintenance
contracts wherever possible by modifying the contract scope of services for the one-year period
of July 1, 2009 to June 30, 2010. Such revisions must be approved by Town Council.
DISCUSSION:
Republic Intelligent Transportation Services, Inc. was originally contracted in August 2002 to
perform Traffic Signal and Street light preventative maintenance and services.
PREPARED BY: TODD CAPURSO
Director of Parks and Public Works
Reviewed by: Assistant Town Manager wn Attorney
Clerk Administrator I, ne C ommunity Development
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PAGE 2
MAY 18, 2009
MAYOR AND TOWN COUNCIL
SUBJECT: PPW JOB NO. A08-011 - SIGNAL AND STREET LIGHT MAINTENANCE
DISCUSSION (cont'd):
Two amendments to their agreement were previously approved by the Town Council. The
contract for Republic Intelligent Transportation Services Inc. will expire on June 30, 2010.
The contract items below will be removed from the existing contract. The deletions of the tasks
below pose no risk to Town safety or maintenance. Parking lot light maintenance will be
performed by Facility Maintenance staff. Additionally, major repairs to the electrical system
will be performed by the Town's electrical contractor, Cupertino Electric, as required.
• Annual Preventative Signal Maintenance: Some of the maintenance tasks include
cleaning of signal lens and camera lens, replacement of controller cabinet filters,
conflict monitor tests, and replacement of cabinet power suppressors. These tasks
will be individually and selectively performed as required.
• Parking Lot Lights: The existing contract includes repair of lights in twelve of the
Town's parking lots. These lights will be maintained by existing Town staff
beginning July 1, 2009.
• Lot 4 Parking Garage Lights: The existing contract also includes repair of the
lights in the Lot 4 parking garage. These lights will be maintained by existing
Town staff beginning July 1, 2009.
CONCLUSION:
It is recommended that Council adopt the attached Resolution authorizing the Town Manager to
execute an amendment to the contract agreement for reduced total annual services amount of
$75,555 with Republic Intelligent Transportation Services, Inc.
ENVIRONMENTAL ASSESSMENT:
The project is Categorically Exempt pursuant to Sections 15301(c), 15303(c) and 15304(b) of the
State CEQA guidelines.
FISCAL IMPACT:
Sufficient fiinds for this contract agreement are available in the general fiord in the Streets
Program 5401.
Attachments:
Resolution approving an amendment to the Contract Agreement with Republic Intelligent
Transportation Services, Inc.
Exhibit A Amendment to Contract Agreement
Exhibit B - Cost Proposal (Republic's Routine Maintenance Rates as referenced in
Exhibit A)
ATTACHMENT I
RESOLUTION
RESOLUTION OF THE TOWN COUNCIL
OF THE TOWN OF LOS GATOS
APPROVING AN AMENDMENT TO A CONTRACT 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, BE IT RESOLVED that the Town Council of the Town
of Los Gatos hereby approves the attached Amendment to the Contract Agreement (Exhibit A)
with the firm of Republic Intelligent Transportation Services, Inc. to provide services in
connection with Signal and Street Light Maintenance.
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 of the
Town of Los Gatos held on the 15"' day of June, 2009, by the following vote:
COUNCIL MEMBERS:
AYES:
NAYS:
ABSENT:
ABSTAIN:
SIGNED:
MAYOR OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
ATTEST:
CLERK ADMINISTRATOR OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
TOWN OF LOS GATOS
Form of Contract Agreement
For
TRAFFIC SIGNAL AND STREET LIGHT
PREVENTATIVE MAINTENANCE AND REPAIR PROGRAM
Exhibit A
This Agreement is made and entered into this day June 2009 by and between the Town 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 Work
Contractor hereby agrees to furnish all of the materials and all of the equipment and labor
necessary, and to perform all of the work shown on the plans and described in the specifications
for the project entitled: Signal and Street Light Maintenance Services, 200912010, all in
accordance with the requirements and provisions of the Contract Documents as defined in the
Special Provisions which are hereby made a part of this Contract Agreement as "Contract
Specifications".
II - Time of Completion
(a) The work to be performed under this Contract shall be commenced with five (5) calendar
clays after the date of written notice by the Town to Contractor to proceed.
(b) . The work shall be completed between, July 1, 2009 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 for up to three subsequent two
year terms 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 or 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 and extremely difficult to
ascertain and determine the actual damage which the Town will sustain 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 to 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 under 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 5
1. Workers' 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. Contractual liability insurance with minimum limits of $1,000,000.
4. Comprehensive automobile liability insurance with the minimum limits of liability at
$1,000,000 combined single limit.
All insurance policies shall be written by reputable companies, authorized to issue insurance in
the State where work is performed, and shall name Contractor as an additional insured party by
primary insured endorsement to such policies. Each policy shall provide that it will not be
canceled or amended except after thirty (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 or omission of Contractor, or any subcontractor of Contractor, or
anyone directly or indirectly employed by any of them, or anyone for whose acts any of them
may be liable, regardless of whether or not it is caused in part by a party indemnified hereunder.
Section 5.2 - Third Party Claims
Promptly after the receipt by a party to this Agreement of notice of any claim, action, suit or
proceeding by any person who is not a party to this Agreement (collectively, an "Action") which
is subject to indemnification, such party (the "Indemnified Party") shall give reasonable written
notice to the party from whom indemnification is claimed (the "Indemnifying Party." The
Indemnified Party's failure to so notify the Indemnifying Party of any such matter shall not
release the Indemnifying Party, in whole or in part, from its obligation to indemnify under this
Agreement, except to the extent the Indemnified Party's failure 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
Party, to exercise full control of the defense, compromise or settlement of any such action unless
the Indemnifying Party, within a reasonable time after the giving of such notice by the
Indemnified Party, shall: Admit to the Indemnified Party, the Indemnifying Party's liability to
the Indemnified Party for such action under the terms of the Agreement.
1. Notify the Indemnified Party in writing of the Indemnifying Party's intention to assume the
defense, and;
2. Retain legal counsel reasonably satisfactory to the Indemnified 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,
b. Any relief other than the payment of money damages is sought against the Indemnified party
or
c. The Indemnified 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
Indemnifying Party, and in any such case the fees and expenses of such separate counsel shall
be borne by the Indemnifying Party.
No Indemnified 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 hereunder without the prior
written consent of the Indemnifying 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 or 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 5
Section 5.3 - Liability for Damaged Facility
In the event of any damage to Town property, which in the opinion of the Town may be related
to the services performed hereunder, Town shall immediately (after malting 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 investigation reveal that the damage resulted directly from an error or
omission of Contractor, 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 for the performance of the Contract annual maintenance costs
of $75,555 per total number of traffic signals and street lights as shown on (Exhibit B). Any
work outside of the regular scheduled maintenance shall be paid based on unit costs for various
items as shown on (Exhibit B).
VII - Payments
Contractor shall bill the Town monthly for routine preventive maintenance, and as performed for
all other work.
VIII - Acceptance and Final 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 all such disputed amounts when adjudicated in cases where such
payment has not already been guaranteed by surety bond.
(d) The making and acceptance of the final payment shall constitute a waiver of all claims by
the Town, other than those arising from any of the following: (1) unsettled liens; (2)
faulty work appearing within 12 months after final payment; (3) requirements of the
specifications; or (4) manufacturers' guarantees. It shall also constitute a waiver of all
claims by Contractor, except those previously made and still unsettled.
(e) If after the work has been substantially completed, full completion thereof is materially
delayed through no fault of Contractor, and the Engineer so certifies, the Town shall upon
certificate of the Engineer, and without terminating the Contract, make payment of the
balance due for that portion 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 WHEREOF, Town and Contractor have caused their authorized representatives
to execute this Agreement the day and year first written above.
TOWN OF LOS GATOS:
Greg Larson
Town Manager
RECOMMEND BY:
CONTRACTOR:
Republic Intelligent Transportation Services
Inc.
(Signature)
(Print Name)
Todd Capurso
Director, Parks and Public Works
APPROVED AS TO FORM:
(Address, City, State, Zip)
Orry P. Korb
Town Attorney (Contractor's License Number)
ATTEST:
Jackie Rose
Clerk Administrator
Page 5 of 5
EXHIBIT B
Republic's Routine Maintenance Rates
Flat Rates
Cost
Street Light
Monthly
$1.40
Tree Light
Monthly
$5.72
Traffic Signal
Monthly
$114.40
Total Price
Cost
Street Light
Monthly
$2,200.80
Tree Light
Month[
$892.32
Traffic Signal
Monthly
$3,203.20
Total Annually
Cost
Street Light
Annual
$26,409.60
Tree Light
Annual
$10,707.84
Traffic Signal
Annual
$38,438.40
Total
Annual
$75,555.84
Quantity
per street light 1572 each
per tree 156 each
per intersection 28 each
12 month
12 month
12 month