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80-017 County of Santa Clara, Cooperative Agreement for Traffic Signal Rainbow and Stelling RdAGREEMENT BETWEEN THE COUNTY OF SANTA CLARA AND THE CITY OF CUPERTINO RELATING TO THE INSTALLATION OF ROADWAY IMPROVEMENTS AND THE INSTALLATION OF TRAFFIC SIGNALS AT STELLING ROAD AND RAINBOW DRIVE AND THE SHARING OF CERTAIN COSTS THEREOF THIS AGREEMENT, made and entered into this _______________ day of __________ ~~~PR-,~O~.7~1~96~~~. , 1979, by and between the CITY OF CUPERTINO, a municipal corporation of the State of California (hereinafter referred to as "City"), and the COUNTY OF SANTA CLARA, a political subdivision of the State of California (hereinafter referred to as "County"). WIT N E SSE T H: ---------- WHEREAS, it is in the public interest that certain roadway improvements and that the installation of a traffic signal be made at the intersection of Stelling Road and Rainbow Drive said inter- section being 50% within the jurisdiction of the County and 50% within the jurisdiction of the City, and the City and County desire to share the costs of said project; and WHEREAS, it is in the best interest of orderly and economic constructi~n practices to complete said project through joint action ." of City and County and under a single contract, awarded and admin- is tered by City; NOW, THEREFORE, in consideration of their mutual promises, cove- nants and agreements hereinafter set forth, and subject to the terms, provisions and conditions hereinafter set forth, the parties hereto do agree as follows: 1. Scope of Project. The scope of said project consists of making roadway improvements and the installation of a traffic signal to accommodate the said roadway improvements. For the purpose of this agreement, the term "total project cost" shall mean the total of all costs incurred and expenditures made by the City and the County for right of way appraisal and right of way acquisition, preliminary engineering, preparation of environmental statements or negative declarations, community meetings and public hearings as requested, the preparation of plans and specifications,.construction of said project, and construction engineering. j-/\ r · . -For the purpose of this agreement, the term "cons true tion cos til shall mean the total of all costs incurred and expenditures made by the City and the County for' preliminary engineering, the preparation of plans and specifications, construction of said project and construction engineering. 2. Public Hearings and Environmental Statements. City shall conduct all public hearings and shall prepare all environmental statements that may be required for said project by existing legislation. 3. Plans, Specifications and Estimates. City shall prepare or cause to be prepared, separate plans, specifications and esti- mates for said project and shall submit said-plans, specifications, and estimates to the County for County's approval. 4. Sharing of Costs. County agrees to pay as its share an amount not to exceed F,ifty Thousand Dollars ($SO,OOO.OO); which amount represents SO% of the estimated construction cost of roadway improvements and of traffic signal modifications. City agrees to pay as its share Fifty Thousand Dollars ($SO,OOO.OO), which amount represents SO% of the estimated construction cost of roadway improvements and of traffic signal modifications. Upon approval of plans and specifications by County of said project, County shall pay to City SO% of its estimated share of the construction costs. S. Insurance. City shall require any contractor awarded a contract for any portion of said project -to secure and maintain in full force and effect at all times during construction of said project and until said project is accepted by County, public liability and property damage insurance in forms and limits of liability satisfactory and acceptable to both City and County, insuring City and County, and their respective officers and employees, from and against any claims, loss, liability, cost or expense arising out of or in any way connected with the construction of said project. The aforementioned policy shall contain a pro- vision that the insurance afforded thereby to City and County and their,respective officers and employees shall be primary -2- insurance to the full limits of liability of the policy, and that if City or County, or their respective officers and employees, have other insurance against a loss covered by such policy, that other insurance shall be excess insurance only. 6. Acguisition of Property and Acquisition Costs. County agrees to acquire and to bear all the acquisition costs thereof of all the real property required for said project located within the limits of work for said project. For the purpose of this agreement the term "acquisi tion cos ts" will mean the cos ts incurred and expenditures made by the County for the purchase of property or interests therein, appraisal fees, title and escrow fees, attorneys' fees or charges, court costs and charges for staff time as payment of such fees and charges related to the acquisition either by agreement or condemnation of real property required for the project. County shall maintain time and any other records necessary for accounting for the acquisi- tion costs of the real property acquired by them for the project. 7. Award of Contract. After County has approved the separate plans and specifications for said project, City shall, subject to the provisions of Paragraphs 6, 8, 9 and 14 hereof, advertise for bids for construction of said particular project, award a separate contract thereof, and supervise the construction thereof to completion. It is understood that said project mentioned herein may be included within a construction contract embracing additional work to which County may not be contributing. 8. Maximum County Participation. County's share of construction costs shall not exceed Fifty Thousand Dollars ($50,000.00) for said project. In the instance the County's share of construc- tion costs should exceed the said amounts, the City shall notify the County and request County Board of Supervisors' authorization for additional County participation for said project. 9. Records and Accounts. City shall keep, maintain and render available for inspection by County or its authorized repre- sentatives, records and books which will provide a complete • 'and accurate account of all costs, fees and expenditures made by City on construction costs of said project. -10 •. Termination. This agreement shall terminate on December 31, 1981, if City has not awarded a contract for construction of said project prior to that date. In the event of such termina- tion, City shall refund to County all sums deposited with City under paragraph 4 of this agreement. 11. Final Accounting. Upon completion of the project, City shall pay the final construction costs of said project and shall prepare and furnish to County a final accounting of the total , costs of said project. Said accounting shall show the final construction costs of said project in its entirety. 12. Maintenance. City shall operate and maintain said project upon completion. County shall reimburse City for County's propor- tionate share (50%) of the cost of maintenance and operation of the traffic signal systems and safety lighting. In the event that any portion of the unincorporated area within the limits of this project is annexed -by the City, the proportionate share of maintenance costs will be determined in the same ratio as the number of approaches to the intersection u~der such jurisdiction bears to the total number of approaches of said intersection. 13. Administering Agent. In the exercise of this agreement, City shall be the administering agency and, as such, shall possess all powers common to both City and County which may be necessary to effectuate the purpose of this agreement, subject to the manner of exercise of such power provided herein and the restrictions imposed by law upon City in the exercise of such powers. 14. Hold Harmless. It is mutually understood and agreed: a. That neither County-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 City_ under or in connection with any work, authority or jurisdiction delegated to City under this Agreement. It -4- , is also understood and agreed that, pursuant to Government Code Section 895.4, City shall fully indemnify and hold County harmless from any liability imposed for injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by City under or in connection with any work, authority or juris~ diction delegated to City under this Agreement. b. That neither City, nor any officer or employee thereof, is responsible for any damage or liability occurring by reason of anything done or omitted to be done by County under. or in connection with any work, authority or juris~ diction not delegated to City under this Agreement. It is also understood and agreed that, pursuant to Government Code Section 895.4, County shall fully indemnify and hold harmless from any liability imposed for injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by County under or in connection with any work, authority or jurisdiction not delegated to City under this Agreement. WITNESSETH THE EXECUTION HEREOF the day and year first herein above set forth. APPROVED ~~ I ATTEST: ~~rZ~ City eel:' APPROVED AS TO FORM: C unty Counse /{-/Y_"7 ( DONALD M. RAINS, C er Board of Supervisors CITY OF CUPERTINO, a municipal corporation ;2. ?e.ttd Ai'ff'=' "ei ty" Supervl.sors ~5~