00-096 City of Los AltosAGREEMENT BET\~VEEN THE CITIES OF
CUPERTINO ~4ND LOS ALTOS
FOR THE OVERLAY OF
FOOTHILL BOULEVARD
BETWEEN HIGHWAY 280 AND CRISTO REY DRT~E
This agreement (herein "Agreement") is made and entered into this !7~ day of ~/rt~ , 2000,
(herein the "Effective Date") by and between the City of Los Altos, California, a Cal' rnia municipal
corporation (herein "LOS ALTOS") and the Cit•~ of Cupertino, a California municipal corporation,
(herein "CUPERTINO"). LOS ALTOS and CUPERTINO may be referred to herein individually as a
"Party" or a "City" or collectively as the "Parties", "Cities" or the "Parties to this Agreement".
REC:[TALS
WHEREAS:
A. LOS ALTOS and CUPERTINO find that it is in the public interest to overlay Foothill Boulevazd
between Highway 280 and Cristo Rey Drivc; over which the Cities have dual jurisdiction; and
B. Each Party has agreed to perform its portio:l 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, LOS ALTOS and CUPER'TINO agree as follows:
AGREEMENTC PROVISIONS
1. PROJECT DESCRIPTION:
The work to be performed under this Agre~:ment will consist of overlaying 24,300 ± square feet
of Foothill Boulevard between Highway 280 and Cristo Rey Drive, within Los Altos (herein the
"PROJECT"). The work to be performed is more fully described in the document entitled "Scope
of Work and Schedule of Performance" s~;t forth in Exhibit A, attached and incorporated by
reference.
2. CUPERTINO' S OBLIGATIONS:
CUPERTINO agrees as follows:
A. To act as the lead agency to admini;~ter the design and construction of the PROJECT.
Administration shall include the preparation of plans, specifications, contract documents and
cost estimate; notification of local bu:~inesses; coordination with various agencies; obtain
permits; obtain bids; awazd contract; administer construction contract; provide materials
control and inspection services; and make progress payments to the contractor.
B. To provide LOS ALTOS with final pla~is for review and approval prior to obtaining bids for
the PROJECT.
AGREEMENT PAGE 1 OF 6
3. LOS ALTOS' OBLIGATION:
LOS ALTOS agrees as follows:
A. To pay to CUPERTINO the PROJI?CT cost upon invoicing by CUPERTINO after
completion of the PROJECT, and upon receipt of appropriate documentation of costs, as
requested by LOS ALTOS. However, i~1 the event that the lowest responsive responsible bid
received for the PROJECT is in excess of $18,000, CUPERTINO shall promptly notify LOS
ALTOS of the amount of the bids received. CUPERTINO shall not proceed to award such
bid without the written approval of the laid amount by LOS ALTOS.
The PROJECT cost is defined as the actual amount paid to the contractor plus eighteen
percent (18%) for engineering and construction administration.
4. TERM OF AGREEMENT:
Unless otherwise modified by a written amendment to this Agreement, the term of this
Agreement shall be one (1) year or until tt~e work is accepted by LOS ALTOS beginning on the
effective date of this agreement.
OWNERSHIP:
Upon completion of all work under this Agreement, ownership and title to all materials,
equipment and appurtenances installed as a part of the PROJECT within the city limits of LOS
ALTOS will automatically be vested in LOS ALTOS, and all materials, equipment and
appurtenances installed as a part of the PROJECT within the city limits of CUPERTINO will be
vested in CUPERTINO, and no further agreement will be necessary to transfer ownership.
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 anti will perform such work as independent contractor.
All persons employed by or contracted witl- such contractor(s) to furnish labor and/or materials
in connection with the work in the PROJECT shall not be employees of either Party in any
respect.
7. NO PLEDGING OF EITHER CITY'S CRl?DTT:
Under no circumstances shall either LOS ~~I.TOS 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; shall have any claim or right of action hereunder for
any cause whatsoever.
AGREEMENT PAGE 2 OF 6
9. NOTICES:
Notices are to be sent as follows:
To LOS ALTOS: Director of Publi;, Works/City Engineer
City of LOS ALTOS
One North San Antonio Road
Los Altos, CA 94022
To CUPERTINO: Bert Viskovich
Director of Public Works
City of Cupertino
10300 Torre Avenue
Cupertino, CA 9:1014
10. SEVERABILITY CLAUSE:
In case any one or more of the provisions ccmtained herein shall, for any reason, be held invalid,
illegal, or unenforceable in any respect, it shall not affect the validity of the other provisions
which shall remain in full force and effect.
11. ENCROACHIyIENT PERNIITS:
Both Parries 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 LOS ALTOS.
12. HOLD HARMLESS/INDENINIFICATION:
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 (~alifornia Government Code Section 895.4, the
respective Parties shall fully indemnify and bold 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 LOS ALTOS in co~mection with any work, authority or jurisdiction
delegated to the respective Party under this ?,greement. This hold harmless and indemnification
provision shall apply to any activities, error or omission of the respective Party and/or the Pariy's
officers, employees, agents, consultants or contractor 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.
13. CAPTIONS:
The captions of the various sections, paragraphs and subparagraphs of this Agreement are for
convenience only and shall not be considered nor referred to for resolving questions of
interpretation of this Agreement.
AGREEMENCPAGE30F6
14. INSURANCE REQUIItEMENTS:
It is mutually understood and agreed that during the term of the construction activities on the
PROJECT, CUPERTINO will require the contractor(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,OCiO); automobile liability insurance policy with policy
limits in an amount not less than One Million Dollars ($1,000,000); 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 LOS ALTOS and CUPERTINO, their
officers, employees, and agents shall be nami~ as additional insured on such policy.
15. STATUTES AND LAW GOVERNING COP~TRACT:
This Agreement shall be governed and construed in accordance with the statutes and laws of the
State .of California.
16. OTHER AGREEMENTS:
This Agreement SHALL NOT PREVENT EITHER Party from entering into similar agreements
with others.
The Parties acknowledge and accept the terms an~i conditions of this Agreement as evidenced by the
following signatures of their duly authorized repn;sentatives. It is the intent of the Parties that this
Agreement shall become operative on the effective date.
CITY OF LOS ALTOS, CALIFORNIA
A CALIFORNIA MUNICIPAL CORPORATION
APPROVED AS TO CONTENT: C O LOS ALTOS
i
City Attorney City Manag r
F CI APPROVAL:
i
finance irec r
APP S TO FORM: - ATTEST:
Attorney City Clerk
AGREEMENT PAGE 4 OF 6
f~~-
~~n of
CUPEI~TINO
City Hall
10300 Torre Avenue
Cupertino, CA 95014-3255
Telephone: (408) 777-3354
FAX: (408) 777-3333
DEPARTMENT OF PUBLIC WORKS
August 30, 2000
Jim Porter
City of Los Altos
1 North San Antonio Road
Los Altos, CA 94022
SUBJECT: FOOTHILL BOULEVARD OVERLAY PROJECT
Dear Ron:
Enclosed is one copy of the Agreement between the Cities of Cupertino and Los Altos for the Overlay
of Foothill Boulevard Between Highway 280 and Cristo Rey Drive, which has been fully executed.
If you have any questions, please call me at (408) 7'77-3215.
Sincerely,
Bert J. Viskovich
Director of Public Works
Carmen Lynaugh
Public Works Projects Manager
CL/cas
Enclosure
Printed on Recycled Paper