08-111 Prospect Rd. Pavement maintenancePUBLIC WORKS DEPARTMENT
Ralph A_ Qualls, Jr_, DiireCtor
CUPERTINO
October 27, 2008
John Cherbone
Director of Public Works
City of Saratoga
13777 Fruitvale Avenue
Saratoga, CA 95070
CITY HALL
'10300 TORRE AVENUE - CUPERTINO, CA 950'I4-3266
(408) 777-3354 -FAX (408) 777-3333
Subject: Transmittal of Prospect Road Pavement Maintenance Cooperative Agreement
Dear John,
Attached is a fully executed copy of the Agreement between the Cities of Cupertino and
Saratoga for Pavement Maintenance Work on Prospect Road between Stelling Road and De
Anza Blvd. Thanks for your assistance with putting this together.
Sincerely,
..~~~
Glenn Goepfert
Assistant Director of Public Works
Attachment
AGREEMENT BETWEEN THE CITIES OF
CUPERTINO ANa SARATOGA
FOR PAVEMENT MAINTENANCE WORK ON
PROSPEC"C ROAD
BETWEEN STEELING ROAD A.ND DE A.NZA BLVD.
¢~
This ageement (herein "Ageement") is made and entered into this 23 day of ~EMBEfL, 2008,
(herein the "Effective Date") by and between the City of Sazatoga, a Califomia municipal corporation
(herein "SARATOGA") and the City of Cupertino, a California municipal corporation, (herein
"CUPERTINO"). SARATOGA and CUPERTINO mazy be referred to herein individually as a "Party" or a
"City" or collectively as the "Parties", "Cities" or the "Parties to this Ageement".
RECITAL S
WHEREAS:
A. SARATOGA and CUPERTINO find that it is in the public interest to perform pavement
maintenance work on that portion of Pros~~ect Road between Stelling Road and De Anza
Boulevard over which the Cities have dual jurisdiction; and
B. It is in the public interest for CUPERTINO and SARATOGA to complete the PROJECT in a
cooperative and economical manner by constructing both CUPERTINO and SARATOGA
portions of the PROJECT together; and
C. Each Party has ageed to perform its obligations as described herein.
In consideration of the above referenced recitals and the following mutual covenants, ageements and
obligations of the Parties, SARATOGA and CUPERTRQO agee as follows:
AGREEMENT PROVISIONS
1. PROJECT DESCRIPTION:
The work to be performed under this Agreement will consist of slurry sealing approximately
148,114 squaze feet of Prospect Road between Stelling Road and De Anza Blvd. and associated
activities (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.
2. CUPERTINO'S OBLIGATIONS:
CUPERTINO agees as follows:
A. To act as the lead agency to administer the design and construction of the PROJECT.
Administration shall include prepazation of plans, specifications, contract documents and cost
estimate; notification of local businesses; coordination with various agencies; preparation of
all necessary environmental document; obtaining permits; obtaining bids; awarding the
construction contract; administering the construction contract; providing materials control and
inspection services; and making progess payments to the contractor.
B_ To provide SARATOGA with final plans and specifications for the PROJECT.
C_ To pay CUPERTINO's share of the PROJECT cost. The PROJECT cost is defined as the
actual amount paid to the contractor plus ten percent (10%) for engineering, construction and
other administrative services CUPERTINO's share of the Cost is 100% of the PROJECT
cost for the CUPERTINO owned portion of the road.
AGREEMENT PAGE 1 OF 7
D. CUPERTINO agrees to cooperate with SARATOGA should SARATOGA raise any issues
concerning the work in SARATOGA's jurisdiction that requires correction prior to
acceptance or within the warranty period.
E. The designated project manager for CUPERTINO for the duration of the PROJECT is Glenn
Goepfert. CUPERTINO's project mans€;er shall have all the necessary authority to direct
technical and professional work within the scope of the Agreement and shall serve as the
principal point of contact with SARATOGA.
3. SARATOGA'S OBLIGATION:
SARATOGA agrees as follows:
A. To pay CUPERTINO SARATOGA's share of the PROJECT cost, as defined in Section 2. C.
SARATOGA's share of the Cost is 100°% of the Project Cost for the SARATOGA owned
portion of the road. SARATOGA'S share of the Cost will be based on the total bid shown on
Exhibit B, and is estimated to be $25,000.00.
B. To pay its share of the PROJECT cost within forty-five (45) days of receiving an invoice from
the CUPERTINO, provided that the following conditions are met:
1. The PROJECT has been completed :md SARATOGA has approved that portion of the
work in its jurisdiction; and
2. The detailed invoice sets forth the cost of construction of all PROJECT work based on
the actual contract unit prices paid and negotiated change order, if any.
C. The designated project manager for SARATOGA for the duration of the PROJECT is John
Cherbone (phone number: 408-868-1241). SARATOGA's project manager shall have all the
necessary authority to review and approve; and accept technical and professional work within
the scope of the Agreement and shall serve as the principal point of contact with
CUPERTINO. SARATOGA may request documentation of such cost, and may review the
original invoices and weight certificates or request copies of same, which shall be provided
within a reasonable time.
4. TERM OF AGREEMENT:
A. Unless otherwise modified by a written amendment to this Agreement, the term of this
Agreement shall be (1) until the PROJECT acceptance by both parties and final payments of
all outstanding balances or (2) one year if' no work on the PROJECT has commenced within
one year of the Effective Date.
B. Irt case of any defect in the work, materials, apparatus or equipment, whether latent or patent,
revealed to Cupertino within one (1) yecu• of the date of acceptance of completion of the
PROJECT by Cupertino, the contractor awarded the PROJECT construction contract will
forthwith remedy such defects without co:;t to Cupertino or Saratoga, pursuant to Section 20,
Contractor's Guarantee, of the project contract documents.
5. OWNERSHIP AND MAINTENANCE:
A. Upon completion of all work under this Agreement, ownership and title to all materials,
equipment and appurtenances installed a<_. a part of the PROJECT within the city limits of
SARATOGA will automatically be vested in SARATOGA, and all materials, equipment and
AGREEMENT PAGE 2 OF 7
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.
B. This Agreement does not change any authority or responsibility between CUPERTINO and
SARATOGA with regard to maintenance, operation or future repair responsibility.
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 PROJECT sha 11 not be employees of either Party in any respect.
7. TERMINATION:
A. The construction contract for the PROJECT was awarded on August 5, 2008. The Agreement
can be terminated only upon the mutual written consent and terms acceptable to both parties.
8. NO PLEDGING OF EITHER CITY'S CREDIT:
Under no circumstances shall either SARAT~OGA 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.
9. 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.
10. AMENDMENTS:
No alteration or variation of the terms of this Agreement shall be valid unless made in writing and
signed by the parties and incorporated into this Agreement.
11. 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: Glenn Goepfert
Assistant Director of Public Works
City of Cupertino
10300 Torre Avenue
Cupertino, CA 95014
12. SEVERABILITY CLAUSE:
AGREEMENT PAGE 3 OF 7
In case any one or more of the provisions coritained 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.
13. ENCROACHMENT PERMITS:
Both Parties to this Agreement will cooperate and/or provide access to its consultants, engineers
and contractors for the PROJECT in the jurischctional boundaries of each Party. Contractor shall
obtain an encroachment permit from SARATOGA and SARATOGA shall provide such a permit
at no cost.
14. 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 each
Party 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
the indemnifying Party in connection with airy work, authority or jurisdiction delegated to the
indemnifying Party under this Agreement. This hold harmless and indemnification provision shall
apply to any activities, error or omission of each Party and/or the Party'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.
15. CAPTIONS:
The captions of the various sections, pazagraphs 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.
16. INSURANCE REQUIREMENTS:
It is mutually understood and agreed that during the term of [he 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,OOC1); 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 lirnits 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.
17. STATUTES AND LAW GOVERNING CONTRACT:
This Agreement shall be governed and constnied in accordance with the statutes and laws of the
State of Califomia.
AGREEMENT PAGE 4 OF 7
18. WAIVER:
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.
19. ENTIRE AGREEMENT:
This Agreement contains the entire Agreemer~.t between CUPERTINO and SARATOGA relating
to the PROJECT. Any prior agreements, promises, negotiations, or representations not expressly
set forth in this Agreement are of no force or effect.
20. OTHER AGREEMENTS:
This Agreement shall not prevent either Party i-rom entering into similar agreements with others.
The Parties acknowledge and accept the terms 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 effective date.
The Parties acknowledge and accept the terms 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 :Effective date:
CITY OF SARATOGA, CALIFORNIA
APPROVED AS TO FORM:
~~ '~'- ~~t/
By_
RICHARD S. TAYLOR DAVE ANDERSON
City Attorney City Manager
City of SARATOGA
13777 Fruitvale Avenue
Saratoga, CA 95070
ATTE ,~
t N~SULLIVAN
Acting City Clerk
CITY OF CUPERTINO, CALIFORNIA
APPRO D AS T RM•
.~
ARLES KILIA
City Attorney
~rD ~- (~C f~.C,(s
RALPH A. QUALLS, Jr
Director of Public Works
10300 Torre Avenue
Cupertino, CA 95014
Telephone: (408) 777-3200
ATTEST:
KIM SMITH ~~
City Clerk -Cup o
AGREEMENT PAGE 5 OF 7
EXHIBIT "B"
Street Add Alternate No. S6 -Prospect Road
Contract Bid Price from G. Bortolotto 8. Co.
ITEM
Np. I
ITEM DESCRIPTION APPROX.
QTY
UNIT PAYMENT
REFEREN
CE UNIT
pRICE "TOTAL
ITEM
PRICE
1 Traffic Control °"" LS 101-4 1 1 1 1.1 1 ~, ~ ~ ~. ~ ~
2 As halt Concrete, 1/2" Max. Medium O TN 102-4 97.00 0.00
3 As halt Concrete 3/8" Max. O TN ~ 02-4 ~ 04.00 0.00
4 Pavement Reinforcin Fabric O SY '107-4 1.65 0.00
5 Cold Plane 0.21'AC O SY 1 OS-4 2.53 0.00
6 Ke cut T e A O LF 104-4 1 .39 0.00
7 Ke cut T e B O LF 104-4 3.71 0.00
8 T e II Slu Seal 148,114 SF 110.4 0.23 34,066.22
9 Crack Sealin 3,259 LF 109-4 1.27 4,138.93
10 4" Di out O SF 105-4 3.11 0.00
11 Ca Seal O SF 110.4 1.39 0.00
12 Lower Manhole Covers Prior to Cold Planin O EA 106-3 180.00 0.00
13 Lower Water Valve/Sewer CleanouVSurvey MonumenU Gas
Valves Prior to Coltl Planing
0 EA 106-3 180.00 0.00
14 Atl-ust Manhole Cover to Finish Grade O EA 106-3 301.00 0.00
15 Adjust Water Valve/Sewer CleanouUSurvey MonumenU
Gas Valve Covers to Finish Grade O EA 106-3 180.00 0.00
16 Install Box & Cover Existin Surve Monument O EA 106-3 212.00 0.00
17 Traffic Si nal Loo s O EA 111-6 777.00 0.00
18 Blue Reflective Marker H dram O EA 108-4 17.00 0.00
19 °PED" L end Thermo O EA 108-4 85.00 0.00
20 "SIGNAL" L and Thermo O EA 108-4 85.00 0.00
21 "STOP" L end Thermo 3 EA 108-4 85.00 255.00
22 "AHEAD" Le entl Thermo 1 EA 108-4 85.00 85.00
23 "KEEP" L end Thermo O EA 108-4 85.00 0.00
24 "CLEAR" L nd Thermo O EA 108-4 85.00 0.00
25 "XING" L entl Thermo O EA 108-4 85.00 0.00
26 "25" L entl Thermo O EA 108-4 85.00 0.00
27 "35" L end Thermo 2 EA 108-4 85.00 170.00
28 "Bike Lane" L end Paint 7 EA 108-4 45.00 315.00
29 12" White Crosswalk/Limit Line Thermo 180 LF 108-4 2.20 396.00
30 12" Yellow Crosswalk Thermo O LF 108-4 2.20 0.00
31 T I -Tum Arrow Thermo 2 EA 1 OS-4 60.00 120.00
32 T IV -Tum Arrow Thermo 6 EA 1 OS-4 60.00 360.00
33 T eVlll -Tum Arrow Thermo 1 EA 1 OS-4 120.00 120.00
34 Stri in Detail #23C Markers O LF 108-4 0.90 0.00
35 Stri in Detail #27B Thermo 2,955 LF 108-4 0.80 2,364.00
36 Stri in Detail #27C Thermo 593 LF 1 OS-4 0.70 415.1 O
37 Stri in Detail #30 Markers O LF 1 OS-4 2.90 0.00
38 Stri in Detail #33C Markers 1,101 LF 108-4 0.60 660.60
39 Stri in Detail #38 Markers 626 LF 108-4 0.70 438.20
40 Stri in Detail #39 Thermo 3,200 LF 108-4 0.55 1,760.00
41 Stri in Detail #39AC Thermo 936 LF 1 OS-4 0.50 468.00
TOTAL ALTERNATE NO. 6 ITEMS BID: 547,243.16
AGREEMENT PAGE 7 OF 7