Loading...
2005-100 - Approving An Agreement With Republic Electric To Perform Signal And Street Light Maintenance In The Town Of Los GatosRESOLUTION 2005 -100 RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS APPROVING AN AGREEMENT WITH REPUBLIC ELECTRIC 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 Electric to provide contract services in connection with Signal and Street Light Maintenance for one year; and NOW, THEREFORE, IT IS RESOLVED that the Town Council of the Town of Los Gatos hereby approves the attached Contract Agreement (Exhibit A) with the firm of Republic Electric to provide services in connection with Signal and Street Light Maintenance; and 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 19th day of September, 2005, by the following vote: COUNCIL MEMBERS: AYES: Steve Glickman, 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 AD I TRATOR 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 2005 -06 This Agreement is made and entered into this _ day of 2005 by and between the Town of Los Gatos (hereinafter called Town) and Republic Electric (hereinafter called Republic). Witnesseth, that the Town and Republic, for the considerations hereinafter named, agree as follows: I - Scope of Work Republic 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, 2005/2006, all in accordance with the requirements and provisions of the Contract Documents as defined in the Special Provisions (Exhibit B) which are hereby made a part of this Agreement. II - Time of Completion (a) The work to be performed under this Contract shall be commenced with five (5) calendar days after the date of written notice by the Town to Republic to proceed. (b) The work shall be completed between September 1, 2005 and June 30, 2006, 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 terns at the same costs with Republic'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 Republic will pay to the Town, $500 per hour, as specified in the special provisions; and Republic 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 Republic under the contract. IV - Insurance Section 4.1 - Republic's Insurance Republic shall maintain throughout the term of the agreement the following insurance coverage, and upon request shall provide Republic certificates of policies evidencing the following coverage: 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 Page 1 of 5 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 Republic 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 Republic, mailed to the address indicated in the Agreement. V - Indemnification and Liability Section 5.1 - Indemnification by Republic Not withstanding the provisions of Section 5.4 herein, Republic 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 Republic. Republic 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 Republic, or any subcontractor of Republic, 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 whore 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. 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: 1. Admit to the Indemnified Party, the Indemnifying Party's liability to the Indemnified Party for such action under the terms of the Agreement. 2. Notify the Indemnified Party in writing of the Indemnifying Party's intention to assume the defense, and; 3. Retain legal counsel reasonably satisfactory to the Indemnified Party to conduct the defense of such action. Page 2 of 5 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 hndemnified 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. 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 making the site safe) but no later than 12 hours notify Republic to investigate such damage, and Republic shall submit a written investigation report to Town within 10 business days. If Republic is notified of damage later than 12 hours, Republic 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 Republic, or because Republic failed to perform work within reasonable accuracy as defined herein, Republic shall reimburse Town for repair and restoration costs of said facility not to exceed $1,000 per incident. Republic shall not be responsible for down time /delays due to any facility damages. VI - The Contract Sum The Town will pay to Republic Electric for the performance of the Contract annual maintenance costs of $74,109 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 of unit costs for various items as shown on (Exhibit B). VII - Payments Republic shall bill the Town monthly for routine preventive maintenance, and as performed for all other work. Page 3 of 5 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, Republic shall submit evidence satisfactory to the Engineer that all payrolls, material bills, and other indebtedness connected with work have been paid, except that in case of disputed indebtedness or liens Republic 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. (c) 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 Republic, except those previously made and still unsettled. (d) If after the work has been substantially completed, full completion thereof is materially delayed through no fault of Republic, 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. Such payment shall be made under the terms and conditions governing final payment, except that it shall not constitute a waiver of claims. Page 4 of 5 IN WITNESS WHEREOF, Town and Republic have caused their authorized representatives to execute this Agreement the day and year first written above. TOWN OF LOS GATOS: Debra J. Figone Town Manager REPUBLIC: (Signature) RECOMMEND BY: John E. Curtis Director of Parks and Public Works (Print Name) (Address, City, State, Zip) APPROVED AS TO FORM: Orry P. Korb Town Attorney (Contractor's License Number) ATTEST: Marlyn Rasmussen Clerk Administrator Page 5 of 5