06-112 County of Santa Clara for a Traffic Safe Communities Grant AGREEMENT BETWEEN THE COUNTY OF SANTA CLARA
AND CITY OF CUPERTINO FOR A TRAFFIC SAFE COMMUNITIES GRANT
This is an Agreement between the Courity of Santa Clara("County") and the City of
Cupertino ("Contractor")providing equipment for City of Cupertino, is made effective October
15, 2006,
WHEREAS, the County received grant funds from California Office of Traffic Safety, for
the purpose of reducing the number of deaths, injuries, and property damage resulting from traffic
collisions; and,
WHEREAS, Contractor submitted a letter of commitment(Exhibit A)to accept and install
traffic safety equipment including speed feedback signs, mounting poles, and static traffic signs;
and,
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WHEREAS; Contractor's letter of commitment has been accepted and by virtue of the
parties' execution of this Agreement, the Contractor will be awarded equipment under the terms
of this Agreement; and,
NOW, THEREFORE, the parties hereto agree as follows:
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Article 1. County's Obligations.
1'.1. County will provide Contractor at no charge speed feedback signs, mounting
poles, and static traffic signs as outlined in Exhibit B.
Article 2. Contractor's Obligations.
2.1 Contractor shall receive and install all equipment at no charge to the County.
2.2 Contractor shall collect post installation evaluation data and provide the results to
the County.
2.3 Contractor shall maintain records adequate to demonstrate that equipment
received under this Agreement is used in accordance with this Agreement. These
records shall be maintained during the term of this Agreement and for a period of
three (3) years from termination of this Agreement or until all claims, if any, have
been resolved, whichever period is longer, or longer if otherwise required under
other provisions of this Agreement.
2.4 Contractor shall permit the County and its authorized representatives to monitor
Contractor's performance of this Agreement. To the extent permitted by law, such
monitoring may include, but not be limited to, audits, inspection of equipment, and
review of records related to this Agreement. Such monitoring shall be permitted at
any time during Contractor's normal business hours upon no less than 24 hours
advance notice.
2.5 Contractor shall designate a prc ject director/coordinator responsible for
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overseeing the performance of this Agreement, and serving as County's primary
contact for the purpose of monitoring this Agreement. County must be notified in
writing of any change of the project director/coordinator.
Article 3. Ownership of and Responsibility for Equipment and/or Supplies.
11 Equipment Maintenance
Contractor is solely responsible 00r the service and maintenance of any equipment
and/or supplies obtained under this Agreement.
3;2 Ownership
Any equipment and/or supplies obtained by Contractor under this Agreement shall
be considered the property of Contractor. Contractor shall maintain and
administer a sound business program for ensuring the proper use, protection,
insurance and preservation of the equipment and supplies. Contractor may not
sell, transfer or otherwise dispose of such equipment or supplies prior to the end of
its useful life without prior written approval of County.
Article 4. Term and Termination.
4:1 Term of this Agreement.
This Agreement is effective from October 15, 2006 through September 30, 2007,
unless terminated earlier in accordance with this Agreement.
4!2 Termination.
4.2.1 Termination for Cause. County may terminate this Agreement for cause
upon written notice to Contractor. For purposes of this Agreement, cause
includes, but is not limited.to, any of the following: (a) material breach of
this Agreement by Contractor, (b) violation by Contractor of any applicable
laws, or (c) assignment by Contractor of this Agreement without the
written consent of County. Such notice shall specify the reason for
termination and shall indicate the effective date of such termination.
4.2.2 Termination for Convenience. Either party may terminate this Agreement
without cause by giving the other party thirty (30) days written notice.
Article 5. Miscellaneous.
5'1 Assignment.
The parties may not assign this Agreement or the rights and obligations hereunder
without the specific written consent of the other.
5:,2 Entire Agreement.
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This document represents the entire Agreement between the parties with respect to
the subject matter hereof. All prior negotiations and written and/or oral
agreements between the parties lA ith respect to the subject matter of this
Agreement are merged into this Agreement.
5-13 Amendments.
This Agreement may only be amended by an instrument signed by the parties.
5'3 Waiver.
No delay or failure to require performance of any provision of this Agreement shall
constitute a waiver of that provision as to that or any other instance. Any waiver
granted by a party must be in writing, and shall apply to the specific instance
expressly stated.
Article 6 Liability.
6.+1 Mutual Indemnification.
Each party agrees to indemnify, defend, and hold harmless the other party and its
officers, directors, trustees, employees, agents (together"Employees and Agents")
from any claim, liability or loss, including reasonable attorneys' fees arising out of
or resulting from the acts or omissions of the indemnifying party or any of its
Employees or Agents in connection with this Agreement, excepting only loss,
injury or damage caused by the sole negligence of willful misconduct of the non-
indemnifying party's Employees and Agents. Each party shall notify the other
party immediately in writing of any claim of injury or damage related to activities
performed pursuant to this Agreement. The parties shall cooperate with each
other in the investigation and disposition of any claim arising out of the activities
of this Agreement, provided that nothing shall require either party to disclose any
documents, records or communications that are protected under the peer review
privilege, the attorney-client privilege or the attorney work-product privilege. The
provisions of this section shall survive the termination of this Agreement.
6.2 Limitation of County's Liability.
The County is not liable for any damages experienced by the Contractor, or any
person or entity arising as a result: of
(a) Contractor's use or misuse of the equipment or supplies granted under this
Agreement;
(b) Contractor's failure to provide services pertaining to the equipment or
supplies granted under this Agreement; or
(c) Any defects in the equipment or supplies granted under this Agreement.
Article 7.: Contractor Insurance Requirements.
Without limiting the indemnification of either party to this Agreement, each party shall maintain or
cause to lie maintained the following insurance coverage: (1) a policy of commercial general
liability with limits of liability not less than one million dollars ($1,000,000) per occurrence and
two million dollars ($2,000,000) annual aggregate; (ii) a policy of workers' compensation
providing;statutory coverage; and (iii) such other insurance or self-insurance as shall be necessary
to insure it against any claim or claims for damages arising under the Agreement. Each party to
this Agreement shall provide a Certificate of Insurance certifying that coverage as required herein
has been 61 btained. The requirements of this sectiion maybe satisfied by the provision of similar
coverage through a self-insurance program.
Signed:
PUBLIC HEALTH DEPARTMENT CITY OF CUPERTINO
TRAFFIC SAFE COMMUNITIES NETWORK
C5 by by �a
Guadalupe S. vas, irector Date C rles Kilian, City Attorney baee
Public Health Department City of Cupertino
Approved''as to Form and Legality: Approved ,
Jennif prinkles Date Ralph A. Qualls, Jr. Da
Deputy County Counsel Director of Public Works
City of Cupertino
Approved
CW
Gary aves Date
Chief eputy County Executive
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Exhibits to this MOU:
Exhibit A: Letter of Commitment
Exhibit B: Equipment List
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Exhibit A
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City Hall
10300 Torre Avenue
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Cupertino,CA 95014-3255
I CITY"Of (408)777-3354
C U P E ITT I N O _ FAX(408)777-3333
PUBLIC WORKS DEPARTMENT
Ralph A.Qualls,Jr.,Director
March 6,2006
Subject: Letter of Commitment for Traffic Safe Communities Network
Safety Work Group
The City of Cupertino,in good faith,signs ibis letter of commitment to participate in the
Traffic Safe Communities Network Countywide Services and Coordination grant funded
by the California Office of Traffic Safety. i('he City of Cupertino will commit its
Transportation officials and traffic staff,and Law Enforcement Officers and other
necessary staff to ensure the successful implementation and evaluation of the solar speed
feedback sign project and'the red light running enforcement.campaign.
The City of Cupertino hereby understands that grant funding will provide:
• A minimum of 2 solar speed feedback signs per city as well as the static traffic signs
and poles required for installation
• Pay for law enforcement officers to participate in the red light enforcement campaign,
at either the overtime rate or regular rate as needed
The City of Cupertino is prepared to:
• Collect pre and post project evaluation data at the sites selected for the installation of
the solar speed feedback signs
• Participate in the needs assessment and development of criteria for placement of solar
speed feedback signs
• Pay for the installation costs of the solar speed signs and associated static traffic signs
and poles.
• Participate in the development and implementation of a public information campaign
regarding roadway safety related to red light running and speeding
We appreciate the opportunity to partner wish Traffic Safe Communities Network
(TSCN)in Santa Clara County as we strive to make our streets safer.
Sincerely,
`'72--"
Ralph A.Qualls,Jr.
Director of Public Works
Printed on I rd,ww Paper
Exhibit B
EQUIP M ENT LIST
ContractI or: City of Cupertino
EQUIPMENT TO BE QUAN TIT_Y VALUE TOTAL VALUE
RECEIVED
1. Static Traffic Signs $75.30
• SPEED LMT 25 2 $37.65 ea.
2. Solar Powered Speed 2 $5,261.00 ea. $10,522.00
Feedback Sign with mounting
bracket
3. Palm Handheld Computer 2 $250.00 ea. $500.00
and software
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4. 17' Modified I Pole 1 $504.00ea. $504.00
TOTAL: $11,601.30
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