14-074 Cooperative agreement for Maintenance on HOmestead from Foothill to Stevens Creek OFFICE OF THE CITY CLERK
CITY HALL
10300 TORRE AVENUE •CUPERTINO, CA 95014-3255
TELEPHONE:(408)777-3223•FAX: (408)777-3366
CUPERTINO WEBSITE:www.cupertino.org
May 12, 2014
City of Los Altos
Attention: Kathy Small
One North San Antonio Rd.
Los Altos, CA 94022
Re: Cooperative agreement between the City of Cupertino and the City of Los Altos for
pavement maintenance work on Homestead Rd. from Foothill Expy. To Stevens Creek
Bridge.
Enclosed for your records is a fully executed original copy of the agreement with the City
of Cupertino. If you have any questions, please contact the Public Works Department at
(408) 777-3354.
Sincerely,
Andrea Sanders
Senior Office Assistant
City Clerk's Office
Enclosure
cc: Public Works
COOPERATIVE AGREEMENT BETWEEN THE CITIES OF
CUPERTINO AND LOS ALTOS
FOR PAVEMENT MAINTENANCE WORK ON
ON HOMESTEAD ROAD FROM FOOTHILL EXPRESSWAY TO STEVENS CREEK BRIDGE
This agreement(herein"Agreement")is made and entered into this 7 day of A 2014,
(herein the"Effective Date")by and between the City of Los Altos,a California municipal cor oration(herein"LOS ALTOS")and
the City 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".
RECITALS
WHEREAS:
A. LOS ALTOS and CUPERTINO find that it is in the public interest to perform pavement maintenance work on
Homestead Road between Foothill Expressway to Stevens Creek bridge over which the Cities have dual jurisdiction
(hereinafter the PROJECT);and
B. It is in the public interest for CUPERTINO and LOS ALTOS to complete the projects in a cooperative and economical
manner by constructing both CUPERTINO and LOS ALTOS portions of the projects together;and
C. Each Party had agreed to perform its obligations as described herein.
In consideration of the above referenced recitals and the following mutual covenants,agreements and obligations of the
Parties,LOS ALTOS and CUPERTINO agree as follows:
AGREEMENT PROVISIONS
1. PROJECTS DESCRIPTION:
The work to be performed under this Agreement will consist of pavement maintenance work consisting of the
placement of an asphalt rubber cape seal of approximately 7110 square yards of Homestead Road between Foothill
Expressway to Stevens Creek bridge in the City of Los Altos and 4480 square yards of Homestead Road from east of
Foothill Expressway to Stevens Creek bridge in the City of Cupertino. Attachment A provides an aerial view of these
areas.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. Exhibit A,Attachment A and the 2013 Pavement Maintenance Project—Phase 2
are attached and incorporated by reference.
2. CUPERTINO'S OBLIGATIONS:
CUPERTINO agrees as follows:
A. To act as the lead agency to administer the design and construction of the project. Administration
shall include preparation of specifications,contract documents and cost estimate;notification of local
businesses and residents within a 750 feet radius;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;
secure performance, labor/material and warranty bonds and making progress payments to the
contractor.
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B. To provide LOS ALTOS with final contract documents 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 project construction management company and the construction contractor. CUPERTINO's share
of the Cost is 100%of the project cost for the CUPERTINO owned portion of the road.
D. CUPERTINO agrees to cooperate with LOS ALTOS should LOS ALTOS raise any issues concerning the
work in LOS ALTOS's jurisdiction that requires correction prior to acceptance or within the warranty
period. Each party to provide notice to the other party for opportunity to inspect the work supervised
by the other party prior to acceptance of the work.
E. The designated project manager for CUPERTINO for the duration of the project is Roger Lee(phone
number(408)777-3350). CUPERTINO's project manager 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 LOS ALTOS. The CUPERTINO project manager shall consult with and obtain the
approval of LOS ALTOS point of contact on any change orders affecting areas within the City of Los
Altos.
For the purposes of the Agreement,Cupertino's share of the pavement maintenance work consisting of the
placement of an asphalt rubber cape seal from east of Foothill Expressway to Stevens Creek bridge,based on the
estimated square yardage of the areas proposed for maintenance work,is approximately 39%of the cost of the
project.
3. LOS ALTOS'S OBLIGATION:
LOS ALTOS agrees as follows:
A. To pay LOS ALTOS's share of the project cost plus 10%administrative fee for the portion of work within
the City of Los Altos. The project cost is defined as the actual amount paid to the project construction
management company and the construction contractor for work completed within the City of Los
Altos. LOS ALTOS's share of the Cost is 100%of the project cost for the LOS ALTOS owned portion of
the road.The administrative fee shall be in addition to the LOS ALTOS'S project cost and is calculate as
10%of the project cost for the portion of work within the City of Los Altos.
A. To pay its share of the project cost within forty-five(45)days of receiving an invoice from CUPERTINO,
provided that the following conditions are met:
1. The project has been completed and LOS ALTOS has approved that portion of the work in its
jurisdiction;and
2. The detailed invoice sets forth the cost of construction and construction management of all
project work based on the actual contract unit prices paid and negotiated change order,if any;
and
3. The designated project manager for LOS ALTOS for the duration of the project is Cedric Novenario
(phone number(650)947-2626). LOS ALTOS'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. LOS ALTOS may
request documentation of such cost and may review the original invoices and weight certificates
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or request copies of same,which shall be provided within a reasonable time. The LOS ALTOS
project manager shall consult with and obtain the approval of CUPERTINO point of contact on any
change orders affecting areas within the City of Los Altos.
For the purposes of the Agreement, Los Altos's share of the pavement maintenance work consisting of the placement
of an asphalt rubber cape seal from Foothill Expressway to Stevens Creek bridge,based on the estimated square
footage of the areas proposed for maintenance work,is approximately 61%of the cost of the project plus a 10%
administrative fee for work completed within the City of Los Altos.
4. TERM OF AGREEMENT:
A. Unless otherwise modified by a written amendment to this Agreement,the term of this Agreement shall
be(1)until acceptance of all covered projects by both parties and final payments of all outstanding
balances or(2)one year if no work on the projects has commenced within one year of the Effective
Date.
B. In case of any defect in the work,materials,apparatus or equipment,whether latent or patent,revealed
to CUPERTINO or LOS ALTOS,as administrator of a construction contract,within one(1)year of the
date of acceptance of completion of the projects by Cupertino,the contractors awarded the projects
construction contracts will forthwith remedy such defects without cost to CUPERTINO or LOS ALTOS,
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 as a part of the projects 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
projects 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 LOS ALTOS
with regard to maintenance,operation or future repair responsibility.
6. CONTRACTOR AND CONSTRUCTION MANAGER SHALL BE INDEPENDENT CONTRACTORS:
Any contractor(s)or construction manager(s)hired by either Party to perform the work included in the projects 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 projects shall not be
employees of either Party in any respect.
7. TERMINATION:
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 LOS ALTOS 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.
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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 the 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 LOS ALTOS: Jim Gustafson
Public Works Director
City of Los Altos
One North San Antonio Road
LOS ALTOS,CA 94022
To CUPERTINO: Roger Lee
Assistant Public Works Director
City of CUPERTINO
10555 Mary Avenue
CUPERTINO,CA 95014
12. SEVERABILITY CLAUSE:
In case any one or more of the provisions contained 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 consultants,engineers and contractors for the
projects in the jurisdictional boundaries of each Party. Contractors shall obtain encroachment permits from LOS ALTOS
and CUPERTINO,as required by encroachments necessary to complete the work and both cities shall provide such permits
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 of liability occurring by reason of anything done or omitted to be done by the other Party in connection
with the projects.
It is understood and agreed that pursuant to California Government Code Section 895.4,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 any 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 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.
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15. 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.
16. INSURANCE REQUIREMENTS:
It is mutually understood and agreed that during the term of the construction activities on the projects,CUPERTINO will
require the contractor(s)which performs any work on the projects to carry commercial general liability insurance policy
with policy limits in an amount not less than Two Million Dollars($2,000,000.00);automobile liability insurance policy with
policy limits in an amount not less than One Million Dollars($1,000,000.00);and a Workers'Compensation Insurance
policy with policy limits in an amount not less than One Million Dollars($1,000,000.00). CUPERTINO shall require that both
LOS ALTOS and CUPERTINO,their officers,employees and agents shall be named as additional insured's on such policy.
17. STATUTES AND LAW GOVERNING CONTRACT:
This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California.
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 tem,condition or covenant or breach of any other term,condition or covenant.
19. ENTIRE AGREEMENT:
This Agreement contains the entire Agreement between CUPERTINO and LOS ALTOS relating to the projects. 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 from entering into similar agreements with others. The Parties acknowledge
and accept the term 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.
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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 LOS ALTOS,CALIFORNIA
APPROVED AS TO CONTENT: APPROVED AS TO FORM:
1
/Jim Gustafson Jolie Houston
Public Works Director City Attorney
AGREED:
MARCIA SOMERS
City Manager
City of Los ALtos
One North San Antonio Road
LOS ALTOS,CA 94022
CITY OF CUPERTINO,CALIFORNIA
APPROVED AS TO FORM:
1
A� By:
Carol Korade BORDEN
City Attorney Director of Public Works
10300 Torre Avenue
Cupertino,CA 95014
Telephone:(408)777-3354
ATTEST:
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GRACE SCHMIDT
City Clerk—Cupertino
EXHIBIT"A"
SCOPE OF WORK AND SCHEDULE OF PERFORMANCE
The work to be performed under this Agreement will include pavement maintenance work consisting of the placement of an
asphalt rubber cape seal of approximately 11590 square yards from Foothill Expressway to Stevens Creek bridge pavement and
associated activities. The project shall include construction management and contractor activities of traffic control,replacing of
all traffic striping and pavement markings,as well as incidental associated work that may be discovered during the project,as
required.
The work to be performed is fully described in the contract documents titled"2013 Pavement Maintenance Project—Phase II".
The contract documents are incorporated into this Agreement by reference.
Attachment"A"depicts an aerial view of the area where work is to be performed.
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Al IAUHMtzN I A
HOMESTEAD RD RUBBERIZED CHIP SEAL
FOOTHILL EXPRESSWAY TO BERNARDO AVE
All
LOS ALTOS '� „ " f L
7110 SQ YDS
CUPERTINO
SQ YDS
Legend
CUPERTINO
N
LOS ALTOS
SUNNYVALE
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