2004-125-Awarding A Construction Contract To Santa Clara Valley Corporation For Project 0471 Belgatos Park Restroom Fire Damage RepairRESOLUTION 2004-125
RESOLUTION OF THE TOWN COUNCIL
OF THE TOWN OF LOS GATOS
AWARDING A CONSTRUCTION CONTRACT TO
SANTA CLARA VAI,LEV CORPORATION
FOR PROJECT 0471
BELGATOS PARK RESTROOM FIRE DAMAGE REPAIR
WHEREAS, bids were sought in conformance with State .and Town law for
Project #04-71 -Belgatos Park Restroom Fire Damage Repair; and
WHEREAS, .Santa Clara Valley Corporation submitted the lowest bid which the
Town Council deems to be responsive to the Town's solicitation.
NOW, THEREFORE, BE IT RESOLVED by the Town Council of the Town
of Los Gatos, County of Santa Clara, .State of California, that Santa Clara Valley Corporation is
declared to be the lowest responsible bidder for Project #04-71-Belgatos Park Restroom Fire
Damage Repair.
BE IT FURTHER RESOLVED that the Town Manager is hereby authorized
and directed to execute a construction contract (Attached as Exhibit A) for said project on behalf
of the Town in the amount of $25,542.00.
PASSED AND ADOPTED at a regular meeting of the Town Council of the
Town of Los Gatos, California, held on the 18th day of October, 2004, by the following vote:
COUNCIL MEMBERS:
AYES: Sandy Decker, Diane McNutt, Joe Pirzynski, Mike Wasserman,
Mayor Steve Glickman.
NAYS: None
ABSENT: None
ABSTAIN: None ~~~~
SIGNED: MAYOR OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
ATTE'S'T:
C~. /~
TOVv'N CLERK OF THE TOWN O OS GATOS
LOS GATOS, CALIFORNIA
THIS AGREEMENT is entered into this day of 2004, by and between the Town
of Los Gatos, State of California, herein called the "Town", and Santa Clara Valley
Corporation, engaged in providing construction services herein called the "Contractor".
RECITALS
A. The Town is considering undertaking :activities to perform construction services in
connection with Project 04-71-Belgatos Park Restroom Fire Damage Repair.
B. The Town desires to engage a contractor to provide equipment and perform all work
related to the Belgatos Park Restroom Fire Damage Repair because of contractor's
experience and qualifications to perform the desired work.
C. The Contractor represents and affirms that it is qualified and willing to perform the
desired work pursuant to this Agreement.
AGREEMENTS
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
1. Scope of Services. The Contractor shall provide the following services listed below and
as outlined in (Exhibit A).
Time of Performance. The services of the Contractor are to commence upon the
execution of this .Agreement and issuance of a'Town purchase order, with .completion of
the work by November 15, 2004.
2. 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 (building permit will be provided by the Town of Los Gatos), 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 14 of the Code
of the Town of Los Gatos. Contractor shal'1 be responsible for employing or engaging all
persons necessary to perform the services under this Agreement.
3. .Information/Report. Handling. All documents furnished to Contractor by the Town .and
all reports and supportive data prepared by the Contractor under this Agreement are the
Town's property and shall be delivered to the Town upon the completion of Contractor's
services or at the Town's written request.
All reports, information, data, and exhibits prepared or assembled by Contractor in
connection with the performance of its services pursuant to this Agreement are
confidential until released by the Town to the public, .and the Contractor shall not make
any of the these documents or information available to any individual or organization not
employed by the Contractor or the Town without the written consent of the Town before
such release. The Town acknowledges that the reports to be prepared by the Contractor
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 Contractor in
connection with other projects shall be solely at Town's risk, unless Contractor expressly
consents to such use in writing. Town further agrees that it will not appropriate any
methodology or technique of Contractor which is and has been confirmed in writing by
Contractor to be a trade secret of Contractor.
4. ,Compensation. Compensation for Contractor's services shall not equal or exceed
$25,542,00 as outlined in {Exhibit A). Billing 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 changes to this contract shall be in writing and signed by the Owner and the
Contractor.
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
5. Availability of Records. Contractor shall maintain the records supporting this billing for
not less than three (3) 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.
6. Project Manager. The Project Manager for the Town for the work under this Agreement
shall be Bruce Smith, Public Works Supervisor. The Project Manager for Santa Clara
Valley Corporation for the work under this Agreement shall be Jonathan B. Holmes.
7. Assn n~y :and Subcontracting. The services to be performed under this Agreement
are responsibility of the contractor and subcontractors approved in advance by the Town.
Contractor shall not assign this Agreement or subcontract all or part of its obligations
hereunder without prior written approval of the Town.
8. 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 John E. Curtis
Director of Parks & Public Works
41 Miles Avenue
Los Gatos, CA 95030
Santa Clara Valley Corporation
Jonathan B. Holmes
715 North First Street -Suite 27
:San Jose, CA 95112
or personally delivered to Contractor to such address or .such other address as Contractor
designates in writing to Town.
9. Independent Contractor. It is understood that the Contractor, in the performance of the
work :and services agreed to be performed, shall act as and bean 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 Contractor may perform some obligations
under this Agreement by subcontracting,hut 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 ubject ofthe work to
be performed under this .Agreement. Contractor .shall be eornpensated 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.
10. Wades. Workers employed in the work must be paid at rates at least equal to the then
current prevailing wage scale as determined by the State Director of the Department of
Industrial Relations. A copy is usually on file, in the Office of the Director of
.Parks and Public Works.
.Pursuant to California Labor Code .§ 1770, any Contractor who is awarded a public works
project and intends to use a craft of classification not shown on the .general prevailing
wage determinations, may be required to pay the wage rate of that craft of classification
most closely related to it as shown in the .general determinations effective at the time of
the calls for bids.
11. Performance Bond and .Labor Materials Bond. At or prior to the delivery of the signed
Agreement, Contractor shall .deliver to Owner :the Performance Bond and Labor and
Material person's Bond. All bonds shall be on forms provided by Owner, and each shall
be in an amount equal to 100% of the contract price. All bonds shall be approved by the
Director of Parks & Public Works of the Town of Los Gatos before the successful bidder
may proceed with the Work. Failure or refusal to furnish bonds in the form satisfactory
to the Director of Parks & Public Works of the Town of Los Gatos shall subject the
bidder to penalties for delay in commencement of the Work or revocation of the Award
of Contract.
12. Pursuant to California .Public Contract Code §22300, the Contractor will be permitted, at
its request and sole expense, to substitute securities for any monies withheld by the Town
to ensure performance under the contract. Said securities will be deposited either with
the Town or with the state or federally .chartered bank as escrow agent.
Securities eligible for this substitution -are those listed in California Government Code
§ 16430 or bank or savings and loan certificate of deposit, interest bearing demand
deposit accounts, standby letters of credit, or any other mutually agreed to by Contractor
,and the Owner. The Contractor shall be the beneficial owner of any securities substituted
for monies withheld and shall receive any interest thereon.
13. 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 ole
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.
14. Equal Employment. ObportunitX, 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.
15. Insurance.
A. Minimum Scope of Insurance;
i. 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 imit 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 ari 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.
iv. Contractor agrees to have and maintain, for the duration of the contract,
professional liability insurance in amounts not less than $1;000;000 which
is sufficient to insure Contractor for professional errors or omissions in the
performance of the particular scope of work under this agreement.
B. 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 Contractor; products and completed operations of
Contractor, premises owned or used by the Contractor. This requirement
does. not apply to the professional liability insurance required for
professional errors and omissions.
ii. 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, canceled, .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.
16. Indemnif cation. The 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 orpersonal injury received by reason of, or in the
course ofperforming work which may be occasioned by a willful or negligent act or
omissions of the Contractor, or any of the Contractor's officers, employees, or .agents or
any Subcontractor.
17. 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.
18. 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.
19. Termination of Agreement. The Town and the Contractor shall have the right to
terminate this :agreement with or without cause by giving. not less than fifteen (15) days
written notice of termination. In the event of termination, the Contractor hall deliver to
the Town all plans, files, documents, reports, performed to .date by the 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 the 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.
20. Amendment. No modification, waiver, mutual termination,. or amendment of this
Agreement is effective unless made in writing and signed by the Town and the
Contractor.
21. 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.
22. Entire Agreement. This Agreement including Exhibit A 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 sgned'by the party to be bound, shall be binding on
either party.
IN WITNESS WHEREOF, the Town :and Contractor have executed this Agreement as of
the date indicated on page one (1).
by: Town of Los Gatos
Debra J. Figone
Town Manager
by: Santa Clara Valley Corporation
Signature
Recommended by:
.John E. Curtis
Director of Parks and Public Worlcs
Approved as to form:
Orry P. Korb
Town Attorney
Attest:
Town Clerlc of the Town of Los Gatos
Town of Los Gatos
Jonathan B. Holmes
Print Name
Title
Marian V. Cosgrove