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81-058 City of Saratoga - Overlay a shared portion of Prospect Rd Reso 5737AGREEMENT BETWEEN THE CITY OF CUPERTINO AND THE CITY OF SARATOGA FOR THE OVERLAY OF A PORTION OF PROSPECT ROAD THIS AGREEMENT, made and entered into this 7th day of October 1981, by and between the CITY OF CUPERTINO, a municipal corporation of the State of California, hereinafter referred to as "CUPERTINO" and the CITY OF SARATOGA, a municipal corporation of the State of California, hereinafter referred to as "SARATOGA". WITNESSETH: WHEREAS, CUPERTINO plans to overlay a portion of Prospect Road together with all work necessary to complete the overlay, all of which said improvements shall be hereinafter referred to as "PROJECT"; and WHEREAS, certain portions of Prospect Road lie within the jurisdiction of Cupertino and Saratoga WHEREAS, for the best interest of the public, CUPERTINO and SARATOGA desire to have said portion of Prospect Road overlayed in an orderly and economical manner as a joint cooperative project. NOW, THEREFORE, the parties hereto agree as follows: ARTICLE I PROJECT ADMINISTRATION 1. The project will be performed by contract. CUPERTINO will prepare the plans, specifications and project cost estimate and will award and administer the contract pursuant to the laws governing CUPERTINO. CUPERTINO will make all payments to contractor, and it will pay all other costs in connection with the PROJECT. ARTICLE II FINANCE 1. The PROJECT is proposed to be financed by CUPERTINO and SARATOGA. Each party's share of the PROJECT cost will be based on the construction cost of the -1- overlay improvements within the party's jurisdiction. 2. SARATOGA'S estimated share of the PROJECT cost, is $5,500.00. SARATOGA agress to deposit $5,500.00 with CITY. (See attached Exhibit A) 3. Upon completion of PROJECT, CUPERTINO shall determine the actual PROJECT cost and advise SARATOGA of its share of said cost based on the actual items of work construction in its area of improvement responsibility at the respective contract prices. Should SARATOGA'S final cost exceed the amount deposited with CUPERTINO, SARATOGA shall pay CUPERTINO the additional amount within thirty (30) days after billing by CITY. Should SARATOGA'S final cost be less than the amount deposited with CUPERTINO, CUPERTINO shall refund the excess amount within thirty (30) days of final accounting by CUPERTINO. ARTICLE III HOLD HARMLESS/INSURANCE a) Hold Harmless Provision CUPERTINO shall include a hold harmless provision in the contract which shall read substantially as follows: "Contractor hereby releases and agrees to protect defend, hold harmless and indemnify the Public Entities from and against all claims, injury, liability, loss, cost and expense, or damage, however same may be caused including all costs and reasonable attorney's fees in providing the defense to any claim arising therefrom, for any loss of or damage to property (real and/or personal) and for personal injury to or death of any person or persons arising out of, occurring by reason of, or in any way connected with the prosecution of the work by the Contractor or subcontractor under the Contract, or in consequence thereof, regardless of any negligence or alleged negligence on the part of any Public Entity employee to the extent that such is not in conflict with Civil Code Section -2- 2782." b) Insurance CUPERTINO 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 CUPERTINO public liability and property damage insurance holding the designated parties harmless. The aforementioned insurance shall contain a provision that the insurance afforded thereby to CUPERTINO and SARATOGA and their respective governing bodies, officers and employees shall be primary insurance to the full limits of liability of the policy, and if CUPERTINO and/or SARATOGA have other insurance coverage, that other insurance shall be excess insurance only. ARTICLE IV AMENDMENTS No amendment to this Agreement shall be valid unless made in writing and signed by the parties hereto. ARTICLE V RECORDS AND ACCOUNTS CUPERTINO shall keep, maintain and render available for inspection by SARATOGA or its authorized representatives, records and books which will provide a complete and accurate account of all costs, fees and expenditures made by CUPERTINO on said PROJECT. ARTICLE VI TERMINATION If CUPERTINO has not awarded a contract for said PROJECT by this Agreement shall be null and void, unless an extension of time is mutually agreed to in writing. -3- EXHIBIT A CITY OF SARATOGA 1. 11,190 S.F. = 143 Tons x $30 2. Raise 2 Manhole x $150 3. Raise 2 Water Valve Box $100 4. 100 L.F. of Paint 5. Wedge Cut 130 L.F. x $0.75 143 Tons AC x $30 = $4,290.00 11,190 S.F. Fog Seal x 0.01 = 111.90 2 - :Manholes - raised x $150 = 300.00 2 - Water Valve Box raised x $100 = 200.00 Wedge Cut 130 L.F. x $0.75 = 97.50 Paint $ $4,999.40 + 10% contingency $5,499.34 Say $5,500.00 IN WITNESS WHEREOF, the parties hereto have executed the Agreement the day and year first above written. APPROVED AS TO FORM: City Attorney ATTEST: City Clerk APP RQV� AS T FORM: i City Alfforney ATTEST: -4- CITY OF CUPERTINO By: lvc 'U//Mayor CITY OF SARATOGA By Mayor City Clerk -4- CITY OF CUPERTINO By: lvc 'U//Mayor CITY OF SARATOGA By Mayor RESOLUTION NO. 5737 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO AUTHORIZING EXECUTION OF AGREEMENT WITH CITY OF SARATOGA FOR THE OVERLAY OF A PORTION OF PROSPECT ROAD WHEREAS, there has been presented to the City Council an agreement for the overlay of a portion of Prospect Road between the City of Cuper- tino and the City of Saratoga, and the terms and conditions of said agreement having been approved by the Director of Public Works and the City Attorney; NOW, THEREFORE, BE IT RESOLVED that the Mayor and the City Clerk are hereby authorized to execute said agreement in behalf of the City of Cuper- tino. PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cupertino this 20th day of October , 1981 by the following vote: Vote Members of the City Council AYES: Johnson, Plungy, Rogers, Sparks NOES: None ABSENT: Gatto ABSTAIN: None ATTEST: /s/ Dorothy Cornelius City Clerk I APPROVED: /s/ W. Reed Sparks Mayor, City of Cupertino