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90-027 Santa Clara County Central Fire Protection District, Emergency Vehicle Preemption, Resolution No. 8179 . . . . i AGREEMENT THIS AGREEMENT, ENTERED INTO ON ;NNW 12 1990 , 1990 , IS BETWEEN CITY OF CUPERTINO, a body politic and a municipal corporation of the State of California, referred to herein as "CUPERTINO" . AND SANTA CLARA COUNTY CENTRAL FIRE PROTECTION DISTRICT, a political subdivision of the State of California, referred to herein as "CENTRAL FIRE" . RECITALS CUPERTINO and CENTRAL FIRE contemplate the installation of a traffic signal emergency vehicle preemption system at various intersections within the City, referred to herein as "PROJECT", and desire to specify the terms and conditions under which such systems are to be installed, financed and maintained. The total costs of the PROJECT are estimated to be one hundred thirty-six thousand, three hundred fifty dollars($136, 350. 00) . SECTION I CUPERTINO AGREES: (1) To provide advertisement, bid opening, award of the contract, contract administration and all necessary construction engineering services for the PROJECT. (2) Prior to advertisement for construction of PROJECT, to submit said plans and specifications to CENTRAL FIRE for review and concurrence as to conformity to CENTRAL FIRE'S standards and/or existing facilities. (3) To construct the PROJECT by contract in accordance with the plans and specifications of CUPERTINO. (4) To operate and maintain the equipment and appurtenances of said PROJECT upon completion that are housed within the traffic signal cabinets at the PROJECT intersections. Page 1 of 3 , SECTION II CENTRAL FIRE AGREES: (1) To pay CUPERTINO within thirty(30) days of receipt of billing therefor an amount equal to one-hundred percent(100%) of the final construction costs to complete the PROJECT. In no event shall CENTRAL FIRE'S total obligation for said costs under this Agreement exceed the amount of one hundred fifty thousand dollars ($150, 000. 00) ; provided that CENTRAL FIRE may, at its sole discretion, in writing, authorize a greater amount. (2) To operate and maintain the equipment and appurtenances of said PROJECT upon completion that are housed within the fire stations and on the fire protection vehicles. SECTION III IT IS MUTUALLY AGREED AS FOLLOWS: (1) Neither CUPERTINO nor any officer or employee thereof shall be responsible for any damage or liability occuring by reason of anything done or omitted to be done by CENTRAL FIRE under or in connection with any work, authority or jurisdiction delegated to CENTRAL FIRE under this Agreement. It is also agreed that, pursuant to Government Code Section 895.4, CENTRAL FIRE shall fully indemnify and hold CUPERTINO harmless from any liability imposed for injury (as defined by Government Code Section 810. 8) occuring by reason of anything done or omitted to be done by CENTRAL FIRE under or in connection with any work authority or jurisdiction delegated to CENTRAL FIRE under this Agreement. (2) Neither CENTRAL FIRE nor any officer or employee thereof shall be responsible for any damage or liability occuring by reason of anything done or omitted to be done by CUPERTINO under or in connection with any work, authority or jurisdiction not delegated to CENTRAL FIRE under this Agreement. It is also agreed that, pursuant to Government Code Section 895.4, CUPERTINO shall fully indemnify and hold CENTRAL FIRE harmless from any liability imposed for injury (as defined by Government Code Section 810. 8) occuring by reason of anything done or omitted to be done by CUPERTINO under or in connection with any work, authority or jurisdiction not delegated to CENTRAL FIRE under this Agreement. (3) If, upon bids for the PROJECT, the bids indicate a cost overrun of no more than ten percent(10%) of the estimated cost of one hundred thirty-six thousand three hundred fifty dollars ($136,350. 00) , CUPERTINO may award the contract. Page 2 of 3 +J i • . • (4) If, upon opening of the bids, it is found that a cost overrun exceeding ten percent(lo%) of the estimate will occur, CUPERTINO and CENTRAL FIRE shall endeavor to agree upon an alternate course of action, such as reducing the number of intersections to be preempted. CUPERTINO shall not be obligated to award the contract unless such agreement is reached. Notwithstanding any such overrun, CUPERTINO may award the contract, without consent of CENTRAL FIRE, if CUPERTINO agrees to assume financial responsibility for the cost overrun. (5) In the construction of said work, CUPERTINO will furnish a representative to perform the usual functions of a Resident Engineer. CENTRAL FIRE may, at no cost to CUPERTINO, furnish a representative, if they so desire. Said representative and Resident Engineer will cooperate and consult with each other, but the orders of CUPERTINO'S engineer shall be final. (6) Upon completion of all work under this Agreement, ownership and title to all materials, equipment and appurtenances installed shall be vested in CUPERTINO and no further Agreement will be necessary to transfer ownership to CUPERTINO. (7) CENTRAL FIRE hereby grants to CUPERTINO and its agents and contractors all necessary authority to perform within the boundaries of CENTRAL FIRE any and all work required to perform the terms of this Agreement, and agrees to provide such documentation as may be required by CENTRAL FIRE to confirm such authority. CITY OF CUPERTINO SANTA CLARA COUNTY CENTRAL FIRE PROTECTION DISTRICT By: 0 P', - - t/- ,vi By: / i�►.� 97// 1 2 1990 Mayor Chairp son, :oard of Direc or SUSANN WIL-ON Attest: / /110% ,".„447,..;. � Attest: at C wrClerk Yof Board of Superviso s DONALD M. RAINS APPROVED AS TO FORM AND APPROVED AS TO FORM AND LEGALITY: LEGALITY: / a KCity Attorney Depu County Counsel Page 3 of 3