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13-159 City of Los ALtos, Cist Sharing of Lighted Crosswalk, Homestead Rd. Crosswalk Improvements�tC AGREEMENT BY AND BETWEEN THE CITY OF CUPERTINO AND CITY OF LOS ALTOS FOR COST SHARING OF LIG117TED CROSSWALK IN THE HOMESTEAD ROAD CROSSWALK IMPROVEMENTS, PROJECT 12 -19 THIS AGREEMENT is made and entered into as of the date it is fully executed by and between the CITY OF CUPERTINO, a municipal corporation of the State of California, hereinafter referred to as "CUPERTINO ", and the CITY OF LOS ALTOS, a municipal corporation of the State of California, hereinafter referred to as "LOS ALTOS ". RECITALS WHEREAS, LOS ALTOS has awarded a construction contract for Homestead Road Safety Improvements, Project 12 -19, hereinafter referred to as "PROJECT", for various improvements in the City of Los Altos and partially in the City of Cupertino; and WHEREAS, LOS ALTOS has awarded only the Base Bid for installing the new traffic signal, crosswalk improvements, median islands, concrete sidewalk, asphalt path, landscape and irrigation west of Fallen Leaf Lane, Additive Alternative # 2 for the asphalt path, landscape and irrigation east of Fallen Leaf Lane, and Additive Alternative # 3 item for installing an in- pavement lighting system for the crosswalk at Homestead & Fallen Leaf Lane; and WHEREAS, a portion of the PROJECT is partially within the right of way of the CUPERTINO; and, WHEREAS, it is the desire of CUPERTINO and LOS ALTOS to share the cost of a a portion of the PROJECT, lighted crosswalk improvements within the City of Cupertino described in the PROJECT bid documents as Additive Alternate # 3 (the "Crosswalk Improvements")... NOW, THEREFORE, subject to the term ;, conditions, and provisions hereinafter set forth, the parties hereto agree as follows: AGREEMENT 1. SCOPE 1.1 The PROJECT consists of construct *Big a new traffic signal, crosswalk improvements, storm drain improvements, median islands, concrete sidewalk, asphalt path, landscape and irrigation along Homestead Road, between Foothill Expressway and City Limit, and in- pavement lighting system for the crosswalk at Homestead & Fallen Leaf Lane as depicted in the attached Exhibit A and the bid package and plan set incorporated herein by this reference. The low bid accepted for the construction is in the amount of $1,201,850. 1.2 CUPERTINO and LOS ALTOS have agreed to share the cost of the Crosswalk Improvements. 1.3 Both LOS ALTOS and CUPERTINO will use their best efforts to adhere to the following milestones: 1.3.1 CUPERTINO will provide LOS ALTOS a Construction Permit before commencement of the construction work for the portion of the PROJECT subject to Cupertino's jurisdiction. 1.3.4 Term of Agreement: The PROJECT will 'be deemed completed after LOS ALTOS's City Council accepts the PROJECT as complete and authorizes its Clerk to record the Notice of Completion, and CUPERTINO has accepted the portion of the PROJECT within its jurisdiction as complete. This Agreement will terminate automatically 30 days after CUPERTINO and LOS ALTOS have accepted the PROJECT as complete. 2. SCOPE OF WORK 2.1 LOS ALTOS will perform the following: 2.1.1. Manage all aspects of the awarded construction contract for the PROJECT including submittal review, site inspections, design revisions and invoice review. 2.1.2. Provide record drawings to CUPERTINO in the both electronic format (AutoCAD version 2000) and hard copy as well as record drawings from its construction contractor. 2.2 CUPERTINO will perform the following: 2.2.1 Respond to the LOS ALTOS's request for any available information requested by the contractor in a timely manner. 2.2.2 Conduct final inspection as required for the Crosswalk improvements and other portions of the PROJI'-CT requiring inspection by CUPERTINO.. 2.3 The designated Project Manager for LOS ALTOS for the duration of the PROJECT is Cedric Novenario or other designated LOS ALTOS employees. LOS ALTOS's Project Manager shall have all the necessary authority to direct technical and professional work within the scope of this Agreement and shall serve as the principal point of contact for LOS ALTOS. 2.5 The designated Project Manager for CUPERTINO for PROJECT is David Stillman for construction issues CUPERTINO employee. CUPExnNO's Project Manager point of contact with LOS ALTOS. 3. COST SHARING 2 the duration of the or other designated will as the principal 3.1 CUPERTINO agrees to reimburse the LOS ALTOS for 70% of the construction cost of the Crosswalk Improvements based on LOS ALTOS's contractor's bid amount, not to exceed a total of thirty thousand dollars ($30,000.00). In the event that change orders related to the Crosswalk improvements are authorized, CUPERTINO shall pay fifty percent of such change orders, up to a total of five thousand dollars ($5,000). CUPERTINO's full contribution to pay for the costs of the Project under this Agreement shall not exceed a total of thirty five thousand dollars ($35,000). 3.2 LOS ALTOS will provide an invoice to CUPERTINO for CUPERTINO'S not to exceed share described in this section within 20 days of the payment of the in- pavement lighting system work. CUPERTINO will pay the invoice from LOS ALTOS within 30 days of receipt of invoice from LOS ALTOS. 4. INSURANCE AND INDEMNIFICATION 4.1 LOS ALTOS will require its construction contractor to secure and maintain in full force and effect all times during construction of the PROJECT and until the PROJECT is accepted by LOS ALTOS and CUPERTINO, general liability and property damage insurance, business automobile insurance as set forth in Exhibit B, attached hereto and incorporated herein, in forms and limits of liability acceptable to both CUPERTINO and LOS ALTOS, naming CUPERTINO and their respective council members, officers, agents and employees and LOS ALTOS and their respective directors, council members, officers, employees and agents all as additional insured from and agai st all damages and claims, loss, liability, cost or expense arising out of or in any way connected with the construction of PROJECT. 4.2 In lieu of and notwithstanding the pro rata risk allocation, which might otherwise be imposed between the parties pur<uant to Government Code Section 895.6, the parties agree that all losses or liabilities incurred by a parry shall not be shared pro rata but, instead, CUPERTINO and LOS ALTOS agree that, pursuant to Government Code Section 895.4, each of the parties hereto shall fully indemnify and hold each of the other parties, their officers, board members, employees, and agents, . harniless from any claim, expense or- cost, damage or liability imposed for injury (as defined in Government Code Section 810:8) occurring by reason of the negligent acts or omissions ssions or willful misconduct of the, indemnifying party, its officers, employees, or agents, under or in connection with or arising out of any work, authority, or jurisdiction delegated to such party under this Agreement. No party, nor any officer, board member, or agent thereof shall be responsible for any damage or liability occurring by reason of the negligent acts or omissions or willful misconduct of the other party hereto, its officers, board members, employees, or agents, under or in connection with or arising out of any work, authority or jurisdiction delegated to such other party under this Agreement. The obligations set forth in this paragraph will survive t°rmination and expiration of this Agreement 3 5. ADDITIONAL PROVISIONS 5.1 The parties' waiver of any term, condition or covenant, or breach of any term, condition or covenant shall not be construed as a waiver of any other term, condition or covenant or breach of any other term, condition or covenant. 5.2 This Agreement contains the entire Agreement between CUPERTINO and LOS ALTOS relating to the cost sharing for the Project Improvements. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. 5.3 If any term, condition or covenant of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall be valid and binding on CUPERTINO and LOS ALTOS. 5.4 This Agreement shall be governed and construed in accordance with the laws of the State of California. 5.5 This Agreement may be executed in, counterparts and will be binding as executed. 5.6 The term of this Agreement commences upon execution of the Agreement by both parties and terminates upon PROJECT work acceptance and final payments by CUPERTINO to LOS ALTOS. 5.7 All changes or extensions to this Jf,greement must be in writing in the form of an amendment and approved by both the CUPERTINO and the LOS ALTOS. 6. TERMINATION 6.1 Not applicable 6.2 The construction contract for the PROJECT has been awarded, and accordingly this Agreement can be terminated only upon the mutual written consent and terms acceptable to both parties. 6.3 This agreement will expire on December 31, 2013 unless it is mutually agreed by both the CUPERTINO and the LOS ALTOS to extend the agreement. CUPERTINO'S obligation to reimburse LOS ALTOS pursuant to Section 3.1 and Section 3.2 (if unpaid at such time) shall survive the termination of this Agreement. 7. NOTICES 7.1 Notices required under this Agreement may be delivered by first class mail addressed to the appropriate party at the following addresses: To LOS ALTOS: City of Los Altos Public Works Department Engineering Division One North San Antonio Road Los Altos, CA.. 94022 Ann: Cedric Novenario, Transportation Project Manager To CUPERTINO: City of Cupertino Public Works 10300 Torre Avenue Cupertino, CA 950.14 -3202 Attn: David Stillman, Senior Civil Engineer 8. AMENDMENTS 8.1 This AGREEMENT between the LOS ALTOS and CUPERTINO for the Homestead Road Safety Improvements may only be modified by a written amendment duly executed by both parties to this AGREEMENT. 5 IN WITNESS WHEREOF, the Parties have executed this Agreement by their duly authorized representatives. CITY OF LOS ALTOS, a.:municipal corporation PROVED AS TO CONTENT: James L. Gustafson, Public 'orks Director APPROVED AS TO FORM: Jolie Houston, City Attorney AGREED: Marcia Somers, City Manager Date CITY OF CUPERTINO, a muni�il corporation of the State of California APPROVED B T,5-"M---m Born Public Works Director APPROVED AS TO FORM: elissa Tronquet, Assistant C Attomey Co