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01-061 City of Saratoga Overlay Agreementof b~°I AGREEMENT BETWEEN THE CITIES OF CUPERTINO A11~D SARATOGA FOR THE OVERLAY OF PROSPECT ROAD BETWEEN DE ANZA BOULEVARD AND STEELING ROAD This agreement (herein "Agreement") is made and enrered into this ~ day of , 2001 , (herein the "Effective Date") by and between the City of Saratoga, California, alifor~i municipal corporation (herein "SARATOGA") and the City of Cupertino, a California municipal corporation, (herein "CUPERTINO"). SARATOGA and CUPERTINO miry be referred to herein individually as a "Party" or a "City" or collectively as the "Parties", "Cities" or the "Parties to this Agreement". RECI7CALS WHEREAS: A. SARATOGA and CUPERTINO find that it is in the public interest to overlay Prospect Road between De Anza Blvd. and Stelling Road over which the Cities have dual jurisdiction; and B. Each Party has agreed to perform its portion of the work as described herein, under its direction. In consideration of the above referenced recitals and the following mutual covenants, agreements and obligations of the Parties, SARATOGA and CUPERTINO agree as follows: AGREEMENT PROVISIONS 1. PROJECT DESCRIPTION: The work to be performed under this Agreement will consist of overlaying 75,000 ± square feet of Prospect Road between De Anza Blvd. an~i Stelling Road (herein the "PROJECT"). The work to be performed is more fully described in the: document entitled "Scope of Work and Schedule of Performance" set forth in Exhibit A, attached. and incorporated by reference. CUPERTINO shall require the contractor who is awarded the contract for construction of the PROJECT to provide performance and payment bonds in the amount of one hundred percent (100%) of the contract price. 2. CUPERTINO'S OBLIGATIONS: CUPERTINO agrees as follows: A. To act as the lead agency to administer the design and construction of the PROJECT. Administration shall include the prepara~:ion of plans, specifications, contract documents and cost estimate; notification of local businesses; coordination with various agencies; obtain permits; obtain bids; award contract; ~idminister construction contract; provide materials control and inspection services; and makf; progress payments to the contractor. B. To provide SARATOGA with final plans for review and approval prior to obtaining bids for the PROJECT. AGREEMENT ]'AGE t OF 6 C. To pay Cupertino's share of the PROJE(:T cost. The PROJECT cost is defined as the actual amount paid to the contractor plus te~i percent (10%) for engineering and construction administration. CUPERTINO'S share of the Cost is 100% of the PROJECT Cost for the CUPERTINO owned portion of the road. D. CUPERTINO shall keep and maintain a complete copy of all costs and expenditures relating to the PROJECT, together with a complete copy of all plans, specifications, reports, contracts and other document relating to the PROJECT, and the same shall be available for inspection by SARATOGA at any time during usual business hours. E. The powers and duties herein conferred to CUPERTINO, as the lead agency for the PROJECT, shall not include the power: (a) To make any material change in the approved plans and specifications for the PROJECT, except for changes ~iecessitated by unforeseen field conditions, without the prior written consent of SARATOGA: or (b) To increase any contract relating to the PROJECT by more than $10,000 without the prior written consent of SARATOGA. 3. SARATOGA'S OBLIGATION: SARATOGA agrees as follows: A. To pay to CUPERTINO Saratoga's ;hare of the PROJECT cost upon invoicing by CUPERTINO after completion of the PROJECT, and upon receipt of appropriate documentation of costs, as requested by 3ARATOGA. However, in the event that the lowest responsive responsible bid received fir the PROJECT is in excess of $ 130,000.00. CUPERTINO shall promptly notify S.~IRATOGA of the amount of the bids received. CUPERTINO shall not proceed to award such bid without the written approval of the bid amount by SARATOGA. SARATOGA'S share of the Cost is 100% of the PROJECT Cost for the SARATOGA owned portion of the road. 4. TERM OF AGREEMENT: Unless otherwise modified by a written amendment to this Agreement, the term of this Agreement shall begin on the effective date of this Agreement and end on the date the work is accepted by SARATOGA. 5. OWNERSHIP: Upon completion of all work under this Agr~;ement, ownership and title to all materials, equipment and appurtenances installed as a Dart of the PROJECT within the city limits of SARATOGA will automatically be vested in. SARATOGA, and all materials, equipment and appurtenances installed as a part of the PRO.fECT within the city limits of CUPERTINO will be vested in CUPERTINO, and no further agrec;ment will be necessary to transfer ownership. AGREEMENT :PAGE 2 OF 6 6. CONTRACTOR SHALL BE AN INDEPENDENT CONTRACTOR: Any contractor(s) hired by either Party to perform the work included in the PROJECT shall not be an agent or employee of either Party and will perform such work as independent contractor. All persons employed by or contracted with ;such contractor(s) to furnish labor and/or materials in connection with the work in the PROJEC']' shall not be employees of either Party in any respect. 7. NO PLEDGING OF EITHER CITY'S CREL>IT: Under no circumstances shall either SARATOGA or CUPERTINO have authority or power to pledge the credit of the other public entity or incur obligation in the name of the other public entity. 8. NO THIRD PARTY BENEFICIARY: This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties and no third party or parties s}~all have any claim or right of action hereunder for any cause whatsoever. 9. AMENDMENTS No alteration or variation of the terms of this agreement shall be valid unless made in writing and signed by the Parties. 10. NOTICES: Notices are to be sent as follows: To SARATOGA : John Cherbone Director of Public Works City of Saratoga 13777 Fruitvale Avenue Saratoga, CA 95070 To CUPERTINO: Ralph A. Qualls, Jr. Director of Public Works City of Cupertino 10300 Torre Aven~~e Cupertino, CA 95014 11. SEVERABILITY CLAUSE: In case any one or more of the provisions contained herein shall, for any reason, be held invalid, illegal, or unenforceable in any respect, it sha:~l not affect the validity of the other provisions which shall remain in full force and effect. 12. ENCROACHMENT PERMITS: Both Parties to this Agreement will cooperate and/or provide access to its consultants, engineers and contractors for the PROJECT in the jurisdictional boundaries of each Party. Contractor shall obtain a no cost street opening permit from S~~RATOGA. AGREEMENT PAGE 3 OF 6 13. HOLD HARMLESS/INDEMNIFICATION: Neither of the respective Parties, their respective City Council, employees, officers, agents and assigns shall be responsible for any damage or liability occurring by reason of anything done or omitted to be done by the other Party in connection with the PROJECT. It is understood and agreed that pursuant to California Government Code Section 895.4, the respective Parties shall fully indemnify and hold the other harmless from any liability imposed for injury (as defined in Government Code Section 810.8) by reason of anything done or omitted to be done by CUPERTINO or SARATOGA in connection with any work, authority or jurisdiction delegated to the respective Party under this Agreement. This hold harmless and indemnification provision shall apply to any activities, error or omission of the respective Party and/or the Party's officers, employees, agents, consultants or conrractor or any person or entity acting or omitting to act for or on behalf of said City or such person or entities as are specifically authorized and empowered by the respective Party to act for the Party. 14. CAPTIONS: The captions of the various sections, paragraphs and subparagraphs of this Agreement are for convenience only and shall not be considered r~or referred to for resolving questions of interpretation of this Agreement. 15. INSURANCE REQUIREMENTS: It is mutually understood and agreed that during the term of the construction activities on the PROJECT, CUPERTINO will require the cont;-actor(s) which performs any work on the PROJECT to carry commercial general liability insurance policy with policy limits in an amount not less than Two Million Dollars($2,000,000); automobile liability insurance policy with policy limits in an amount not less than One Million Dollars($1,0~30,000); and, a Workers' Compensation Insurance policy with policy limits in an amount not less than One Million Dollars($1,000,000). CUPERTINO shall require that both SARATOGA and CUPERTINO, their officers, employees, and agents shall be named as additional insureds on such policy. 16. STATUTES AND LAW GOVERNING CONTRACT: This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. 17. OTHER AGREEMENTS: This Agreement shall not prevent either Party i'rom entering into similar agreements with others. The Parties acknowledge and accept the term; and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives. It is the intent of the Parties that this Agreement shall become operative on the ~;ffective date. AGREEMENT PAGE 4 OF 6 CITY OF SARATO(JA, CALIFORNIA APPROVED AS TO FORM: ~M++~ City Attorney ~..~~- ('ity Manager 13777 Fruitvale Avenue Saratoga, CA 95070 Telephone: (408) 868-1200 TTEST: C' y Clerk -Saratoga CITY OF CUPERTI]VO, CALIFORNIA APPROVED AS TO FORM: HARLES KILIAN City Attorney ATTEST: ~~ iZIM SMITH City Clerk -Cupertino v' , !SANDRA JAMES ]!/Iayor l 0300 Torre Avenue Cupertino, CA 95014 't'elephone: (408) 777-3200 AGREEMENT PAGE 5 OF 6 EXHIB][T "A" SCOPE OF WORK AND SCHEDULE OF PERFORMANCE The project consists of resurfacing 75,000 _~ square feet of Prospect Road between De Anza Blvd. and Stelling Road by milling and filling 2.5" of asphalt concrete. The project shall include traffic control, replacing of all traffic striping, and lowering and raising manholes and monument and water valves, a;~ required. The work to be performed is fully described iii the contract documents. The contract documents are incorporated into this agreement by reference. AGREEMENT PAGE 6 OF 6 4 ° ~o a~ a ~0~ ~ a ~ ~~~t~g~ 13777 FRUITVALE AVENUE • SARATOGA, CALIFORNIA 95070 • (408) 868-1200 Incorporated October 22, 1956 July 23, 20U"t City of Cupertino Ralph A. Qualls, Jr. Director of Fublic Works 10300 Torre Avenue Cupertino C'A 95014 RE: PROSPECT ROAD OVERLAY Dear Mr. Qualls: COUNCIL MEMBERS: Evan Baker Stan Bogosian John Mehaffey Nick Streit Ann Wa/tonsmith On July 18, 2001 the City Council of the City cf Saratoga approved the enclosed agreement. When it is fully executed please forward an original to the City Clerk's Office. Should you have any questions please feel free to call me at (408) 868--1269. Enc. PUBLIC WpRKS ~Ul. ~' ~ ~00~ Printed on recycled paper.