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DATE:
TO:
FROM:
SUBJECT:
MEETING DATE: 10/06/15
ITEM NO: Cl
COUNCIL AGENDA REPORT
SEPTEMBER 24, 2015
MAYOR AND TOWN COUNCIL
LAUREL PREVETTI, TOWN MANAGER
AUTHORIZE THE TOWN MANAGER TO EXECUTE AN AGREEMENT
FOR SERVICES WITH PACIFIC DISPLAY, INCORPORATED TO PROVIDE
CONTRACT TREE LIGHTING SERVICES AND REPAIRS IN AN AMOUNT
NOT TO EXCEED $58,432 IN THE FIRST YEAR AND $31,764 ANNUALLY
THEREAFTER, THROUGH JUNE 30, 2019, FOR A TOTAL CONTRACT
AMOUNT NOT TO EXCEED $153,724, PLUS A $5,000 CONTINGENCY IN
EACH CONTRACT YEAR
RECOMMENDATION:
Staff recommends that the Town Council authorize the Town Manager to execute an Agreement
for Services (Attachment 1) with Pacific Display, Incorporated to provide contract tree lighting
services and repairs in an amount not to exceed $58,432 in the first year and $31,764 annually
thereafter, through June 30, 2019, for a total contract amount not to exceed $153,724, plus a
$5,000 contingency in each contract year.
BACKGROUND:
The Town of Los Gatos utilizes contractual tree lighting services to ensure downtown tree lights
remain lit and safe. Tree lights decorate trees along Main Street and Santa Cruz Avenue,
including the holiday tree at Town Plaza. The approved operating budget for FY 2015/16
includes funding for these services.
DISCUSSION:
Tree lights add to the charm of the Downtown and have become an established part of the
streetscape. In order to ensure the lights remain functional and attractive, the Parks and Public
Works Department contracts with a maintenance company to service the lights. The lights
require service as they age and as they are subject to vandalism. The maintenance contract
provides for weekly inspection and repair as needed. The annual maintenance contract of
$31,764 will provide for this service and the $5,000 contingency will provide for unanticipated
PREPARED BY: MATT MORLEY i
Director of Parks and Public
Reviewed by:
Town Manager nown A
PAGE 2
MAYOR AND TOWN COUNCIL
SUBJECT: CONTRACT HVAC SERVICES
SEPTEMBER 24, 2015
DISCUSSION (cont'd):
costs. The proposed contract will run through June 30, 2019, but contains a fifteen day
cancellation clause to allow flexibility.
The annual holiday tree lighting has become a significant family event, bringing the community
together in celebration. The lights on the holiday tree have been in place for eight years and in
that time the light strands have aged and moved in the wind and with the tree growth. Council
has previously directed staff to replace the lights on the tree. Replacing the lights will ensure the
holiday tree remains attractive for years to come. The cost for this element of the contract is
$26,668 in the first year.
Tree lighting services are a specialized service and vendors who provide the service are difficult
to find. The Town's previous contractor exited the business. The current contractor has
provided good service for the last year and staff recommends continuing with this service
provider. Staff efforts to obtain pricing from other contractors, including electrical and lighting
contractors, resulted in no interest.
CONCLUSION
Staff recommends that the Town Council authorize the Town Manager to execute an Agreement
for Services (Attachment 1) with Pacific Display, Incorporated to provide contract tree lighting
services and repairs in an amount not to exceed $58,432 in the first year and $31,764 annually
thereafter, through June 30, 2019, for a total contract amount not to exceed $153,724, plus a
$5,000 contingency in each contract yeaL
ENVIRONMENTAL ASSESSMENT:
This is not a project as defined under CEQA and no further action is required.
FISCAL IMPACT:
Funding for the first year of the agreement is included in the adopted FY 2015/16 Parks and
Public Works Operating Budget. Execution of any options to continue the service in subsequent
years will be contingent upon staff evaluation of the quality of the services provided, as well as
the Town Council's appropriation of funding in subsequent fiscal years.
Attachments
1. Draft Agreement for Services
AGREEMENT FOR SERVICES
THIS AGREEMENT is made and entered by and between TOWN OF LOS GATOS, a California
municipal corporation, ( "Town") and PACIFIC DISPLAY, INC., ( "Service Provider "), whose
address is 18270 Enderson Court, Morgan Hill, CA 95037. This Agreement is made with reference
to the following facts.
I. RECITALS
1.1 The Town desires to engage Service Provider to provide maintenance services for tree and
bridge lighting on a weekly basis and removal of existing lighting and installation of lights
in the Town Plaza holiday tree.
1.2 The Service Provider represents and affirms that it is willing to perform the desired work
pursuant to this Agreement.
1.3 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 the Quotes sent
to the Town which are hereby incorporated by reference and attached as Exhibits A and B.
Services shall include: a) replacing the lights on the holiday tree, and b) weekly
inspections of the Downtown tree lights every Sunday with repairs completed no later than
the following Monday by 7:00 p.m. Contractor will submit weekly reports detailing:
• the work performed
• number of trees with partial or full outage
• light strands replaced, and
• any outstanding conditions that cause lights to be unlit or conditions to be unsafe
2.2 Term and Time of Performance. The effective date of this Agreement shall be July 1, 2015.
The tern of the Agreement shall be for a period of four years, commencing July 1, 2015,
and expiring at midnight June 30, 2019. The TOWN may at its sole discretion extend the
tern of this Agreement on a year -to -year basis depending upon the TOWN budget
appropriations for these services. The terms and conditions of this Agreement, including
compensation, shall be applicable during said extension unless the parties mutually agree
upon any changes.
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.
Paize I of 6
ATTACHMENT
2.4 Sole Responsibility. Service Provider shall be responsible for employing or engaging all
persons necessary to perform the services under this Agreement.
2.5 Information/Rgport 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 the 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 contract tree lighting services and repairs in an amount of
$58,432 for the first year (including $26,668 for the holiday tree light replacement) and
$31,764 annually thereafter in an amount not to exceed $153,724. 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
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.
Page 2 of 6
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
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.
Page 3 of 6
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.
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 Califomia 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
Page 4 of 6
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)
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 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.
4.5 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.
4.6 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
Pacific Display, Inc.
19280 Enderson Court
Morgan Hill, CA 95037
or personally delivered to Service Provider to such address or such other address as
Service Provider designates in writing to Town.
4.7 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
Page 5 of 6
attachments to this Agreement, then the terms and conditions of this Agreement shall
prevail over attachments or other writings.
4.8 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.
IN WITNESS WHEREOF, the Town and Service Provider have executed this Agreement.
Town of Los Gatos by:
Laurel Prevetti, Town Manager
Recommended by:
Service Provider, by:
Matt Morley Title
Director of Parks and Public Works
Approved as to Form:
Robert Schultz, Town Attorney
Page 6 of 6
PACIFIC DISPLAY, INC.
18270 Enderson Court
Morgan Hill, CA. 95037
Phone: 408-778-3815
Fax: 408 - 778 -3817
Town of Los Gatos
Parks and Public Works Dept.
c/o Jim Harbin
41 Miles Avenue
Los Gatos, Ca. 95030
QUOTE
Order Date
Work Order #
7/20/2015
51
Service Description
Qty
Unit Pri...
Total
Removal of Existing Lighting & Installation of C -9 Warm
0.00
0.00
White LED Lighting in Park Tree.
LED C9 Bulb, E17 Intermediate base, 120V, .49W, UL
7,000
1.56
10,920.00T
Warm White, 5 LEDs
Feet Of C -9 Green Wire, 18 AWG, 12" On Center.
7,000
0.42
2,940.00T
Feet Of Aircraft Cable 1/8"
6,000
0.32
1,920.00T
Cable Clamps, Insulators, Cable Ties, Leads, Etc.
1
940.00
940.00T
Removal of Existing Lighting & Installation Of New
1
7,800.00
7,800.00
Lighting.
Rental Of Boom Lift Equipment To Be Determined.
0.00
0.00
ADD ALT A: Replace all Lamps with C -9 Warm White
1
225.00
225.00
LED Lamps in Tree Star.
ADD ALT B: Remove and Replace Wiring Harness and
1
460.00
460.00
Install C -9 Warm White LED Lamps in Tree Star.
Sales Tax
8.75%
1,463.00
AUTHORIZED SIGNATURE DATE
Total $26,668.00
EXHIBIT A
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PACIFIC DISPLAY, INC.
18270 Enderson Court
Morgan Hill, CA. 95037
Telephone: 408- 778 -3815
Fax: 408 - 778 -3817
Town of Los Gatos
c/o Steve Regan
Maintenance Superintendant
Parks and Public Works Department
RE: TREE & BRIDGE LIGHTING MAINTENANCE
Quote No. 2014 -0247
on a weekly basis 136 Trees averaging 4 Light Strings each.
a; ta' .' ,rvv 'wm
52 rewrappmg and replacement of light strings each visit.
340.00 17
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740 70 Light LED String w /5mm Wide Angle Lamp - Warm White 17.50 12,950.00
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NOTE: Prices in this sales quotation are valid for thirty (30) days
SHIPPING: All shipments are f.o.b. Factory
Authorized Purchaser
EXHIBIT B