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1994-102-Execute An Agreement With GTE Customer Networks To Upgrade Current Norstar SwitchRESOLUTION 1994 -102 RESOLUTION OF THE TOWN OF LOS GATOS TO AUTHORIZE TOWN MANAGER TO ADOPT RESOLUTION TO EXECUTE AN AGREEMENT WITH GTE CUSTOMER NETWORKS TO UPGRADE CURRENT NORSTAR SWITCH WHEREAS, the phone system servicing the corporation yard was installed with Civic Center equipment in 1989. WHEREAS, Staff requested GTE Customer Networks to perform a site survey to determine if installation of additional direct in dial lines would be feasible utilizing existing norstar /1A /vantage switch. WHEREAS, Determination was made that present norstar /1A /vantage switch was at maximum capacity and should be upgraded to a 5A /vantage norstar switch with ability to expand for future use. WHEREAS, Section 2.50.130 of the Town Code provides that purchases which do not exceed twenty -five thousand dollars (25,000.00) may be made by purchasing agent after an informal investigation of the source of supply for ascertaining the lowest price for which the commodities desired can be acquired and appropriate cost accounting principles are employed. WHEREAS, Two quotations for equipment were received from GTE Customer Networks and Pactel Meridian Systems. WHEREAS, GTE Customer Networks cost supply identical equipment is $76.23 less than competitors. THEREFORE, BE IT RESOLVED, by the Town Council of the Town of Los Gatos to authorize Town Manager to Execute an agreement with GTE Customer Networks for purchase of one (1) new norstar 5A /vantage switch as described in the attached Purchase Agreement. PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos, California, held on the 18th day of July, 1994 by the following vote. COUNCIL MEMBERS: AYES: Steven Blanton, Linda Lubeck, Patrick O'Laughlin NAYS: None ABSENT: Joanne Benjamin, Mayor Randy Attaway ABSTAIN: None SIGNED: � VICE MAYOR OF THE TWO F LOS GATOS LOS GATOS, CALIFORNIA ATTEST: r` CLERK OF THE TOWN OFFS GATOS LOS GATOS, CALIFORNIA A6�1R,(?rY,/0. AGREEMENT TO PROVIDE ONE (1) NEW NORSTAR 5A/VANTAGE DIGITAL PHONE SWITCH TO THE TOWN OF LOS GATOS THIS AGREEMENT is made and entered into in the Town of Los Gatos, County of Santa Clara, State of California, by and between the TOWN OF LOS GATOS, a municipal corporation [hereinafter Town], and GTE Customer Networks [hereinafter Contractor], as of the 18th day of July 1994. RECITALS Agreement, and oContractor rwas oundyt hbe he lowest hre responsible described this purchase. A Contractor represents that it is a qualified and competent supplier of the items to be purchased under this Agreement. IT IS AGREED AS FOLLOWS: 1. Sunolies and Term c. Contractor hereby agrees to deliver and install equipment to the Town of Los Gatos Sevice Center, 41 Miles Ave., Los Gatos, Ca., items and materials described in Exhibit A hereto. The terms and conditions are as follows: a. Price. Town shall pay Contractor the amounts defined in Exhibit A, which include all sales tax, and insallation. Payment shall be net 30 days. b. Term. Term of this Agreement is from the date above to September 9, 1994. 2. Time of the Essence. Prompt insatlation of the equipment is essential to this Agreement. 3. Equal Emnloyment Opnortunity. Contractor warrants that it is an Equal Opportunity Employer and shall comply with applicable regulations regarding equal employment opportunity. Contractor shall not discriminate in the employment of any person because of race, color, national origin, ancestry, mental or physical disability, medical condition, marital status, sex, age, or sexual preference, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment and Housing Act. 4. Notices. All notices to be given with respect to this Agreement shall be addressed as follows: ATTACHMENT 2 To Town: Town of Los Gatos P.O. Box 949 Los Gatos, CA_ 95031 To Contractor: GTE Customer Networks 4511 Willow Road, Suite 6 Pleasanton, Ca. 94588 Art: Anita Battle 5. Waivers. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver or a waiver of a subsequent breach of the same or any other provision of the Agreement. 6. Modifications. No modification, waiver, termination, or amendment to this Agreement is effective unless made in writing signed by the Town and the Contractor. 7. Sgverability. If any term of this Agreement is held invalid by a court of competent jurisdiction, the remainder of this Agreement shall remain in effect. 8. Entire Agreement. This Agreement sets forth the entire understanding between the parties. 9. Insurance. Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Contractor, its agents, representatives, employees or subcontractors. The cost of such insurance shall be borne by the Contractor. a. Minimum Scope of Insurance. Coverage shall be at least as broad as: i. Insurance Services Office form number GL 0002 (Ed. 1/73) covering Comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability; or Insurance Services Office Commercial General Liability coverage ('occurrence" form CG 0001). ii. Insurance Services Office form number CA 0001 (Ed 1/78) covering Automobile Liability, code 1 "any auto" and endorsement CA 0025. Workers' Compensation insurance as required by the Labor Code of the State of California and Employers Liability insurance. b. Minimum Limits of Insurance. Contractor shall maintain limits no less than: i. General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project /location or the general aggregate limit shall be twice the required occurrence limit. ii. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. Workers' Compensation and Employers Liability: Workers' compensation limits as required by the Labor Code of the State of California and Employers Liability limits of $1,000,000 per accident. C. Deductibles and Self- insured Retentions. Any deductibles or self- insured retentions must be declared to and approved by the Town. At the option of the Town, either: the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the Town, its officers, officials, employees and volunteers; or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. d. Other Insurance Provisions. The policies are to contain, or be endorsed to contain, the following provisions: i. General Liability and Automobile Liability Coverages (A) The Town, its officers, officials, employees and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of the Contractor, products and completed operations of the Contractor, or vehicles owned, leased, hired or borrowed by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the Town, its officers, officials, employees or volunteers. (B) The Contractor's insurance coverage shall be primary insurance as respects the Town, its officers, officials, employees and volunteers. Any insurance or self - insurance maintained by the Town, its officers, officials, employees or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. (C) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Town, its officers, officials, employees or volunteers. (D) The Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. ii. Workers' Compensation and Employers Liability coverage The insurer shall agree to waive all rights of subrogation against the Agency, its officers, officials, employees and volunteers for losses arising from work performed by the contractor for the Town. iii. All Coverages Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, cancelled by either party, 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. e. Agcgl2jabilily of Insurers Insurance is to be placed with insurers with a Best's rating of no less than A: VII. f. Verification of Covgra e Upon execution of this agreement, Contractor shall furnish the Town with certificates of insurance and with original endorsements effecting coverage required by this clause. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements are to be on forms provided by the Town. Where by statute, the Town's workers' compensation- related forms cannot be used, equivalent forms approved by the Insurance Commissioner are to be substituted. All certificates and endorsements are to be received and approved by the Town before work commences. The Town reserves the right to require complete, certified copies of all required insurance policies, at any time. IN WITNESS WHEREOF, the Town and the Contractor have executed this Agreement on the date above written. CONTRACTOR Tractor EOgipment Sales APPROVED AS TO FORM: Larry Anderson, Town Attorney ATTEST: Marian V. Cosgrove, Town Clerk pfm026: a: \contract \phones TOWN OF LOS GATOS David W. Knapp, Town Manager Customer Networks May 2, 1994` ^ "c.. �U .. -63 C @G., Town of Los Gatos Steve Regan 110 E. Main Street Los Gatos, CA Dear Steve: Thank -you for allowing GTE Customer Network to propose a Norstar upgrade to your current system. Hardware uantiri, Part Number Description 1 NT5B20FC 1 NT5B25DE 2 NT5B37GA 2 NT5B26GA I A0387756 I A0387755 1 A0389272 8X24KSU DR5 DID 2 PORT EXPANSION CARTRIDGE DISTRIBUTION KIT COORDINATOR GUIDE INSTALLATION GUIDE All costs including installation during non - business hours, and 1 year warranty: Total Costs: sa6,486.11 Please contact me if necessary at (510) 463 - 0644. Sincerelv An Account Executive � 1