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12-089 City of Sunnyvale, Traffic signals in the vicinity of Homestead Rd AGREEMENT BETWEEN CITY OF CUPERTINO, CALIFORNIA AND CITY OF SUNNYVALE, CALIFORNIA RESPECTING THE OPERATION AND SHARING OF COSTS PERTAINING TO TRAFFIC SIGNALS IN THE VICINITY OF HOMESTEAD ROAD This agreement ("Agreement") is made and entered into on this /sr day of /11 AY , 2012 ("Effective Date") by and between the City of Sunnyvale, a chartered California municipal corporation ("Sunnyvale") and the City of Cupertino, a chartered California municipal corporation ("Cupertino"). This agreement is for the purpose of assigning responsibility and costs for the operation and maintenance of various traffic signals, safety lighting and related equipment at various intersections in the subject jurisdictions. (Cupertino and Sunnyvale may be referred to individually as a "Party" or collectively as the"Parties.") RECITALS A. There exist along the common boundary between Cupertino and Sunnyvale certain intersections where traffic signals, interconnect systems and highway safety lighting have been established and there is joint jurisdiction as to various street approaches to these intersections. Several such intersections are located in the vicinity of Homestead Road. In addition, several intersections located entirely within Sunnyvale are in close proximity to such shared- jurisdiction intersections. B. Cupertino and Sunnyvale do mutually desire to cooperate and jointly participate in and thereby share the operation, maintenance, repair and improvement of the traffic signals, interconnect systems and highway safety lighting described herein and desire to specify herein the terms and conditions under which said systems are to be maintained,repaired and/or improved. C. Prior written agreements have been executed over time by and between the Parties, i.e. agreements dated October 6, 1980, May 28, 1991 and June 2001. The Parties hereby seek to replace, supersede, incorporate, and expand these prior agreements by the subject Agreement and reduce their present shared responsibilities concerning the subject intersections to a single agreement. D. It is in the public interest to assign to the respective Parties responsibility for maintenance and control of the traffic signals and related equipment at the subject intersections, in order to allow for sharing of costs and responsibilities 1 and to facilitate the creation of a continuous grouping of signals for coordination purposes. In consideration of the foregoing recitals and the following mutual covenants, commitments, and obligations of the Parties, Cupertino and Sunnyvale do hereby agree as follows: AGREEMENT PROVISIONS 1. DESCRIPTION This agreement describes the Parties' determination of an appropriate accord for the sharing, division and allocation of responsibilities and costs relating to control and maintenance of the traffic signals and related equipment presently existing in the vicinity of the common boundary between Cupertino and Sunnyvale along or near Homestead Road. If either party determines that interconnection of signals within its jurisdiction requires installation or construction of facilities to be located within the other Party's jurisdiction, the requesting Party shall follow the procedure set forth in Paragraph 4 below. DEFINITIONS A. The term "Intersection" shall refer to any of the intersections of Homestead Road included in this Agreement. B. The term "Traffic Signal System" shall refer to and include any traffic signal facilities, interconnect systems and appurtenant intersection street or safety lighting existing at any Intersection referenced herein. C. The terms "Operate and Maintain," and/or "Operation and Maintenance" mean providing services and payment of capital and labor costs for repair, replacement, upgrades, inspections, adjustments, and electrical power associated with the operation and maintenance of the Traffic Signal at the Intersection. 2. RESPECTIVE OBLIGATIONS OF THE PARTIES Cupertino Agrees: A. To Operate and Maintain the Traffic Signal System within the following Intersections along Homestead Road and bear all costs associated therewith: 2 Franco Court/Forge Way De Anza Boulevard Blue Jay Drive Blaney Avenue Wolfe Road Tantau Avenue Heron Avenue B. To review with counterparts in Sunnyvale the operation and timing of traffic signals enumerated above and make changes in hours of operation and timing as may be deemed necessary by mutual agreement of the Parties and in such a manner as is consistent with sound traffic engineering practices. Sunnyvale Agrees: A. To Operate and Maintain the Traffic Signal System within the following Intersections along Homestead Road and bear all costs associated therewith: Barranca Drive/Belleville Way Bernardo Avenue Wright Avenue Mary Avenue Kennewick Drive Stelling Road/Hollenbeck Avenue B. To review with counterparts in Cupertino the operation and timing of traffic signals enumerated above and make changes in hours of operation and timing as may be deemed necessary by mutual agreement of the Parties and in such a manner as is consistent with sound traffic engineering practices. 3. PERFORMANCE OF CONTRACT OBLIGATIONS The Parties shall perform the duties and obligations set forth herein by means of their own forces of through the services of third parties retained under contract after public bidding. The use of such third parties or contractors shall not in any way diminish or replace the responsibilities owed by the Parties hereunder. 4. LICENSE/RIGHT OF ENTRY/INTERCONNECTION PERMITS The Parties hereby confer upon one another for the life of this Agreement a continuous and uninterrupted license/right of entry pursuant to which the 3 Parties and/or their agents may access and perform work required hereunder within the jurisdictional boundaries of the other Party. If any Party determines that it is necessary to install or construct interconnection facilities and wires within the other Party's jurisdiction, the applicant Party shall file an application for an Encroachment Permit, and provide submittals as are reasonably required by the permitting Party, including but not limited to traffic management plans, permit plans and other documentation. The permitting Party shall assist the applicant Party concerning waiver of application fees if allowed for by the permitting Party. 5. INDEMNIFICATION/HOLD HARMLESS A. Neither Cupertino nor any officer or employee thereof shall be responsible for any damage or liability occurring by reason of anything done or omitted to be done by Sunnyvale under or in connection with any work, authority or jurisdiction associated with the Intersection. In addition, pursuant to Government Code §895.4, Sunnyvale shall fully indemnify and hold Cupertino harmless from any liability imposed for injury (as defined by Government Code §810.8) occurring by reason of any thing done or omitted to be done by Sunnyvale under or in connection with any work, authority or jurisdiction delegated to Sunnyvale under this Agreement. B. Neither Sunnyvale nor any officer or employee thereof shall be responsible for any damage or liability occurring by reason of anything done or omitted to be done by Cupertino under or in connection with any work, authority or jurisdiction associated with the Intersection. In addition, pursuant to Government Code §895.4,Cupertino shall fully indemnify and hold Sunnyvale harmless from any liability imposed for injury (as defined by Government Code §810.8) occurring by reason of any thing done or omitted to be done by Cupertino under or in connection with any work, authority or jurisdiction delegated to Cupertino under this Agreement. 6. TERM This Agreement shall become effective upon the effective date and shall remain in force and effect for ten (10) years from the Effective Date unless amended or terminated. Thereafter, the Agreement shall be subject to automatic renewal for a like period and term unless any party hereto gives prior notice of non-renewal. Such notice shall be given in writing at least 90 (ninety) days prior to the expiration of the each term. 4 7. TERMINATION Either Party may terminate this Agreement in writing for failure of the other Party to perform. Such writing shall be forwarded to the other Party pursuant to the notice provision herein. Said termination shall be effective sixty (60) days following delivery of such notice. 8. ASSIGNMENTS AND SUCCESSORS The Parties hereby bind themselves, their partners, successors, assigns, executors, and administrators to all covenants to this Agreement. Except as otherwise set forth herein, no Party hereto may assign or transfer to a third party any right or interest in this Agreement, or any duty or obligation hereunder, absent express written consent of the other Party. However, nothing in this Agreement shall prevent either Party from entering into contracts with third parties for the performances of any obligation set forth herein or required hereunder. 9. AMENDMENTS It is mutually understood and agreed that no alteration or variation of the terms of this Agreement shall be valid or binding unless made in writing and signed by both Parties hereto. Such writing may be in letter or other form and may be executed in counterparts. Upon execution, any such amendment shall be deemed incorporated into this Agreement. 10. INTEGRATED DOCUMENT This Agreement embodies the totality of the agreement between the Parties and the terms thereunder. No other understanding, agreements, conversations or other communications by or between the Parties or any of their officials, agents, or employees prior to the execution of this Agreement shall affect or modify any of the terms or obligations contained herein. 11. NO THIRD PARTY BENEFICIARIES This Agreement shall not be deemed or construed 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. 12. MEET AND CONFER In the event that a dispute does arise relating to any right, duty or obligation under this Agreement, or respecting its interpretation, the Parties shall meet to discuss resolution. Each Party shall appoint an individual to represent said Party in connection with such meeting, which may take place in person or via 5 telephone. Either party may provide the other Party with forty-eight hours' written or telephonic notice prior to the meeting and select a mutually convenient time and place for said meeting. The Parties shall meet and confer at such meeting in order to expend all reasonable efforts possible to resolve outstanding issues. 13. NOTICES All notices to the Parties shall, unless otherwise requested in writing, be sent to the respective recipients as follows: Sunnyvale: Transportation and Traffic Manager City of Sunnyvale 456 W. Olive Avenue Sunnyvale CA 94088 408/737-4943 Cupertino: Traffic and Engineering Department City of Cupertino 10300 Torre Avenue Cupertino CA 95014-3255 408/777-3354 The Parties hereby acknowledge and accept the terms and conditions of this Agreement as evidenced by the signatures of their duly authorized representatives. It is the intent of the Parties that this Agreement shall become operative on the Effective Date. CITY OF SUNYVALE, CALIFORNIA A chartered California municipal corporation Approved as to form: 4,p MICHAEL MARTELLO 'Y LU :BERS Interim City Attorney City Manager Attest: -1 411FAVP:Mk. r 4 T `:EN F MO SIMMONS City Clerk 6 CITY OF CUPERTINO, CALIFORNIA A chartered California municipal corporation Approved as to form: CAROL A. KORADE A'r C A7 City Attorney Interim ity Manager Attest: (C7?)714-(1_1...c.e:Lin t.h)-- GRACE SCHMIDT City Clerk 7