03 Staff Report - Quito Road Bridge Replacement~owN of MEETING DATE: 2/5/07
r' ITEM NO:
I" ~y Sir
~osos COUNCIL AGENDA REPORT
DATE: JANUARY 17, 2007
TO: MAYOR AND TOWN COUNCIL
FROM: DEBRA J. FIGONE, TOWN MANAGER
SUBJECT: PROJECT 0112 - (PPW JOB NO. 01-12) - QUITO ROAD BRIDGE
REPLACEMENT
ADOPT RESOLUTION AUTHORIZING THE TOWN MANAGER TO
EXECUTE A NEW COOPERATIVE AGREEMENT WITH THE CITY OF
SARATOGA AND THE SANTA CLARAVALLEY WATER DISTRICT FOR
THE QUITO ROAD BRIDGE REPLACEMENT
RECOMMENDATION:
Adopt resolution (Attachment 1) authorizing the Town Manager to execute a new cooperative
agreement (Exhibit A) with the City of Saratoga and the Santa Clara Valley Water District for
the Quito Road Bridge Replacement.
BACKGROUND:
On June 19, 2001, the Town of Los Gatos (Town) entered into a Cooperative Agreement
(Attachment 2) between the City of Saratoga (City) and the Santa Clara Valley Water District
(SCVWD) for the replacement of two bridges on Quito Road.
On September 3, 2002, the Town Council approved an amendment (Attachment 3) to the
Agreement specifying each agencies responsibility for the project.
The City is requesting that Council approve a new Cooperative Agreement for the Quito Road
Bridge Replacement. The City had secured funding through the Federal Highway Bridge
Replacement and Rehabilitation (HBRR) Program to replace both bridges with wider span
structures that allowed the 100-year design flow to pass underneath. The new agreement is
extended until 2010 to insure enough time for completion of the design and processing of the
project.
PREPARED BY: KEVIN ROHANI Interim Director of Parks and Public Works
N:AB&E\COUNCIL REPORTS\O1-I 2.quito.rd.bridge.replace. new coop. agreement.2507.doc
Reviewed by: Assistant Town Manager Town Attorney
Clerk Administrator Finance Community Development
IMENWIT 3 1 I
PAGE 2
MAYOR AND TOWN COUNCIL
SUBJECT: PROJECT 0112 - (PPW JOB NO. 01-12) - QUITO ROAD BRIDGE
REPLACEMENT
JANUARY 17, 2007
In the original Agreement the HBRR Funds reimbursement was at 80%. The Federal Highway
Administration recently approved a change in funding ratio of 88.53% for all future phases of
current projects. This project has already incurred environmental consulting costs at the 80%
reimbursement ratio and therefore the new Cooperative Agreement maintained the HBRR
reimbursement ratio at 80%. However, staff expects the reimbursement at 88.53% for future
expenditures.
r)TCrT TgQInN-
This project replaces two substandard bridges on Quito Road, one south of Old Adobe Road and
one north of Old Adobe Road. The Town, City, and SCVWD share responsibility for two bridges
that span San Tomas Aquino Creek along Quito Road in the vicinity of Old Adobe Road.
The City has agreed to serve as the lead agency for the project that entails overseeing the design,
environmental, right-of-way acquisition, and construction services for the project. Required local
matching funds are equally shared by the Town, City, and SCVWD. Over the past few years,
there have been a number of challenges in dealing with right of way, design, and environmental
processing which has prolonged the schedule of the project. The City is dealing with these issues
and has requested that the new agreement be extended to 2010 as it is not anticipated that the
construction of project would be completed by then.
The City has informed the Town and SCVWD that each agency's financial obligation towards
the project is sufficient to complete the project. The City is responsible to secure any additional
funding from Caltrans in case it becomes necessary for completion of the project.
CONCLUSION:
Staff recommends the approval of a new Cooperative Agreement with the City of Saratoga and
the Santa Clara Valley Water District.
ENVIRONMENTAL ASSESSMENT:
Because of the Federal funding pledged to the project, the project will be subject to
environmental review under both NEPA and CEQA.
FISCAL IMPACT:
The Town of Los Gatos share toward this project was originally estimated and budgeted at
$150,000. Over the past few years, design expenditures totaling $26,270 creates a current year
budget of $123,730. Expenditures this fiscal year toward design costs are estimated at $ 38,017,
leaving a remaining balance of $85,713 for the Los Gatos share. The City of Saratoga is
responsible for any additional funding for the local share if the project cost increases, and Los
PAGE 3
MAYOR AND TOWN COUNCIL
SUBJECT: PROJECT 0112 - (PPW JOB NO. 01-12) -QUITO ROAD BRIDGE
REPLACEMENT
JANUARY 17, 2007
Gatos' total financial commitment is a maximum of $150,000, as indicated in the cooperative
agreement. The balance of the Town's share toward this project is $85,713, as demonstrated in
the following chart:
QUITO ROAD BRIDGE REPLACEMENT PROJECT
Project #0112
Budget
Encumbered
Remaining
FY 2006/07 Fiscal Impact
Funding
to Date
Balance
400-0112 Quito Road Bridge Replacement
123,730
38,017
85,713
TOTALS
123,730
38,017
85,713
TOTAL EXPENDITURES BY CATEGORY:
Staff Labor
Materials
Engineering Analysis & Design
38,017
Construction
TOTALS
38,017
Attachments:
1. Resolution authorizing the Town Manager to execute a new Cooperative Agreement
(Exhibit A)
2. Original Agreement between the Town, City, and SCVWD
3. Amendment to the Original Agreement between the Town, City, and SCVWD
Distribution:
Macedonio Nunez, P. E., Assistant Engineer, City of Saratoga, 13777 Fruitvale Avenue,
Saratoga, CA 95070
Iveta Harvancik, Associate Engineer, City of Saratoga, 13777 Fruitvale Avenue,
Saratoga, CA 95070
MOMENW! I 1 0
RESOLUTION
RESOLUTION OF THE TOWN COUNCIL
OF THE TOWN OF LOS GATOS
AUTHORIZING THE TOWN MANAGER
TO EXECUTE A NEW COOPERATIVE AGREEMENT
WITH THE CITY OF SARATOGA AND THE
SANTA CLARA VALLEY WATER DISTRICT
CONCERNING THE REPLACEMENT OF
TWO BRIDGES ON QUITO ROAD - PPW JOB NO.01-12
WHEREAS, the Town of Los Gatos, City of Saratoga, and the Santa Clara Valley Water
District share responsibility for two bridges on Quito Road identified as Bridge No. 37COI13
and Bridge No. 37C0114; and
WHEREAS, said bridges had become functionally obsolete; and
WHEREAS, the City had secured funding through the Federal Highway Bridge
Replacement and Rehabilitation (HBRR) Program to replace both bridges; and
WHEREAS, the City of Saratoga had agreed to serve as the lead agency for the
replacement project; and
WHEREAS, on October 16, 2000, the Town Council approved a Cooperative
Agreement between the City of Saratoga and the Santa Clara Valley Water District for the
replacement of two bridges on Quito Road; and
WHEREAS, on September 3, 2002, the Town Council approved an amendment to the
Agreement setting forth the duties and responsibilities of each agency in connection with the
project; and
WHEREAS, in serving as lead agency, the City of Saratoga desires to enter into a new
Cooperative Agreement for the Quito Road Bridge Replacement (shown as Exhibit A).
THEREFORE, BE IT RESOLVED: that the Town Council does hereby authorize the
Town Manager to execute a new Cooperative Agreement concerning the Quito Road Bridge
Replacement; attached hereto, on behalf of the Town.
ATTACHMENT I
PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of
Los Gatos, California, held on the 5th day of February, 2007 by the following vote.
COUNCIL MEMBERS:
AYES:
NAYS:
ABSENT:
ABSTAIN:
SIGNED:
ATTEST:
MAYOR OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
CLERK ADMINISTRATOR OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
COOPERATIVE AGREEMENT
CONCERNING QUITO ROAD BRIDGE REPLACEMENTS
THIS AGREEMENT, dated , by and between the CITY OF
SARATOGA, a municipal corporation ("SARATOGA"), the TOWN OF LOS GATOS,
a municipal corporation ("LOS GATOS"), and the SANTA CLARA VALLEY
WATER DISTRICT, a public agency of the State of California ("District"), is made
with reference to the following facts:
A. Pursuant to the Federal Highway Bridge Replacement and Rehabilitation
Program ("HBRR"), Saratoga has applied for and received a commitment for the
California Transportation Commission to allocate HBRR funds for participation in the
replacement of two bridges on Quito Road which cross San Tomas Aquino Creek,
identified as Bridge No. 37CO113 and Bridge No. 37CO114 the Project").
B. San Tomas Aquino Creek is under the jurisdiction and control of the District
and each of the bridges to be replaced crosses the common boundary line between
Saratoga and Los Gatos.
C. It is expected that HBRR funds will be made available for payment of at
least eighty percent (80%) of the total Project cost. The parties hereto have agreed to
share the remaining total Project cost, as hereinafter set forth.
D. The Federal Highway Administration has granted authorization to proceed
with the Project, and approval has been granted by Caltrans to proceed with Preliminary
Engineering Design.
E. The parties entered an agreement concerning the subject matter of this
agreement dated June 19, 2001 which agreement was amended on April 16, 2003 and
expired by its own terms on December 1, 2004 (said agreement as amended referenced
herein as the "Prior Agreement").
F. The parties desire to execute this Agreement in order to establish their
respective rights and obligations concerning the administration, financing and
construction of the Project.
NOW, THEREFORE, it is agreed as follows:
1. SCOPE OF PROJECT.
The Project shall consist of the replacement of Bridge No.
37C0113 and Bridge No. 37C0114 on Quito Road near Old Adobe Road including the
acquisition of any necessary right-of-way.
EXHIBIT A
r
All work shall be performed in accordance with plans and specifications approved by
Saratoga, Los Gatos, the District, and all local, State and Federal Agencies having
jurisdiction over the Project or whose approval is otherwise required for receipt of HBRR
funds.
2. ALLOCATION OF PROJECT COST.
(a) Each of the parties has executed this Agreement in reliance
upon the commitment by Caltrans to contribute eighty percent (80%) of the project
engineering cost and eighty-eight and fifty-three one hundredths percent (88.53%) of the
right of way and construction costs. In the event an agreement for such contribution is
not executed between Saratoga and Caltrans, this Agreement shall automatically
terminate and each of the parties shall be released from any further obligation or liability
hereunder.
(b) Saratoga, Los Gatos and the District agree that the remaining
twenty percent (20%) of the project engineering cost and eleven and forty-seven one
hundredths percent (11.47%) of the right of way and construction costs shall be divided
equally between them.
(c) The term "total Project cost," as used in this
Agreement, shall mean the total of all direct expenditures relating to the Project,
including, but not limited to, the cost of engineering, surveys, topographic maps,
geotechnic and soils reports, environmental reviews and reports, preparation of plans and
specifications, and preparation of bid documents; right-of-way acquisition costs;
demolition and construction costs; publication, printing and advertising costs; and
personnel costs of Saratoga staff, based upon actual time expended on the Project plus
applicable indirect and overhead expenses.
(d) Based upon the preliminary estimated Project cost, the
allocation thereof between the parties would be as follows:
TOTAL
HBRR
ESTIMATED
FUNDS
COST
(80/88.53%)
SARATOGA
LOS GATOS DISTRICT
BRIDGE 37C-0113
PE
$313,500.00
$250,800.00
$20,900.00
$20,900.00
$20,900.00
ROW/Construction
$1,489,000.00
$1,318,212.00
$56,929.00
$56,929.00
$56,929.00
Total
$1,802,500.00
$1,569,012.00
$77,829.00
$77,829.00
$77,829.00
BRIDGE 37C-0114
PE
$313,500.00
$250,800.00
$20,900.00
$20,900.00
$20,900.00
ROW/Construction
$1,489,000.00
$1,318,212.00
$56,929.00
$56,929.00
$56,929.00
Total
$1,802,500.00
$1,569,012.00
$77,829.00
$77,829.00
$77,829.00
Grand Total $3,605,000.00 $3,138,023.00 $155,659.00 $155,659.00 $155,659.00
2
I ■
If, upon the opening of bids for the award of a construction contract, it is found that a cost
overrun of no more than ten percent (10%) of the estimated Project cost set forth above
will occur, the parties shall proceed with the Project in accordance with this Agreement if
HBRR funds are still available for payment of the Caltrans share of the Project costs as
described above. However, if such bids indicate that a cost overrun exceeding ten percent
(10%) of the estimated Project cost set forth above will occur, the parties and Caltrans
will endeavor to agree upon an alternative course of action. If no such agreement is
reached within thirty (30) days after the opening of bids, this Agreement shall be deemed
to be terminated by mutual consent and each party shall be responsible for payment of its
respective share of the Project costs incurred to the date of termination.
3. PROJECT ADMINISTRATION.
(a) Duties of Saratoga
Saratoga shall be the lead agency for the Project. The Director of
Public Works, shall act as Project Administrator and is authorized to provide any
approvals required under this Agreement on behalf of Saratoga. As lead agency Saratoga
shall perform the following duties:
of contract.
(1) Solicitation of proposals for engineering services and award
(2) Arranging for the preparation of surveys, topographic maps,
soils and geoteehnic reports as may be required.
(3) Conduct of environmental reviews and proceedings as may
be required for CEQA and NEPA compliance.
(4) Obtaining such permits as may be required from other
governmental agencies for construction of the Project.
(5) Performance of all acts and execution of all documents as
may be necessary or appropriate for receipt of HBRR funds from Caltrans equal to the
Caltrans share of the total Project cost as described in Section 2, above.
(6) Contracting for the preparation of construction plans and
specifications and submission of the same for review and approval by Los Gatos and the
District.
(7) Preparation of bid documents, advertisement for bids and
award of construction contract (s), subject to approval thereof by Los Gatos and the
District.
3
(8) Arranging for relocation or removal of any utility installations
that conflict with the Project.
(9) Administration of the construction contract(s), including
supervision and inspection of the work to assure compliance with the approved plans and
specifications, disbursement of advances to the contractor(s) based upon work
satisfactorily completed, and processing of any change orders.
(10) Issuance of final Project approval, with the concurrence of
Los Gatos and the District, and recordation of Notices of Completion.
(b) Duties of Los Gatos
Los Gatos shall promptly review and respond to all materials
submitted by Saratoga for review and approval in connection with the Project. No
approval in connection with the Project shall be unreasonably withheld. By approving this
Agreement, the Town Council of Los Gatos authorizes Kevin Rohani, the Town Engineer
to provide any approvals required under this Agreement on behalf of Los Gatos, except
approval of construction plans and specifications.
(c) Duties of District
District shall promptly review and respond to all materials
submitted by Saratoga for review and approval in connection with the Project. No
approval in connection with the Project shall be unreasonably withheld. Sue A. Tippets,
Engineering Unit Manager for District is authorized to provide any approvals required
under this Agreement on behalf of District, except approval of construction plans and
specifications.
4. LIMITATION ON POWERS OF LEAD AGENCY.
The powers and duties herein conferred to Saratoga, as the lead
agency for the Project, shall not include the power:
(a) To make any material change in the approved plans and
specifications for the Project, except for changes necessitated by unforeseen field
conditions, without the prior written consent of Los Gatos and the District; or
(b) To enter into any contract in excess of $10,000 or increase
any contract by more than $10,000, for the performance of professional, consulting or
construction services without the prior written consent of Los Gatos and the District.
4
5. PAYMENT OF PROJECT COSTS.
(a) In addition to its own respective share of the Project cost,
Saratoga shall periodically advance the amounts to be paid with HBRR funds, pending a
reimbursement for such advances by Caltrans; provided, however, Saratoga may, at its
option, withhold any advance which is not legally required to be made if Saratoga has not
received full reimbursement from Caltrans for all prior advances.
(b) During the project engineering phase (prior to award of a
construction contract) Saratoga shall invoice Los Gatos and District for their share of
project engineering costs not more often than once per month. Los Gatos and District
shall pay the invoiced amount within thirty (30) days after receipt of billing from
Saratoga. Following receipt of a responsive bid for construction and approval of the
proposed contract(s) by Los Gatos and District Saratoga shall prepare an invoice to Los
Gatos and District covering all estimated costs to be incurred for construction and
completion of the Project. Los Gatos and District shall pay the invoiced amount within
thirty (30) days after receipt of billing from Saratoga. Any additional costs not included
in the original construction invoice and recoverable pursuant to the terms of this
agreement shall be included in subsequent invoices and paid within 30 days. In
accordance with section 6, below, each party shall be responsible for the full local share
of right of way acquisition costs within its territorial jurisdiction.
(c) Upon completion of the Project, Saratoga shall furnish to Los
Gatos and the District a detailed accounting of all actual Project costs. If such accounting
shows that the amounts deposited by Los Gatos and the District pursuant to Paragraph (b)
above exceed their respective shares of the actual Project cost, the excess shall be
reimbursed within thirty (30) days after the accounting is submitted. If such accounting
shows that the amounts deposited by Los Gatos and the District are less than their
respective shares of the actual Project cost, Los Gatos and the District shall pay the
deficiency to Saratoga within thirty (30) days after the accounting is submitted.
6. RIGHT-OF-WAY ACQUISITIONS.
If it is determined that the acquisition of any right-of-way is required
for the Project, the party having territorial jurisdiction over the property to be acquired
shall be responsible for obtaining such right-of-way in accordance with applicable
Caltrans standards and conducting any proceedings that may be necessary in connection
therewith; provided, however, no contract for legal services shall be awarded and no
eminent domain action shall be commenced without the prior approval of Caltrans.
Right-of-way acquisition shall constitute a Project cost, to be allocated between Caltrans
and the parties in accordance with the terms of this Agreement.
5
7. INSURANCE REQUIREMENTS.
Saratoga shall include in any contracts awarded for design or
construction of the Project a requirement that the consultant and/or contractor, at all times
during design and construction and until final acceptance of the work, maintain in full
force and effect the following insurance policies:
(a) Broad form comprehensive liability insurance having a
combined single limit of not less than $ 2,000,000 per occurrence, naming Saratoga, Los
Gatos, the District, and their respective officers, officials, boards, commissions,
employees and volunteers as insureds hereunder, and providing each agency an
endorsement making said coverage primary.
(b) For construction contracts, builder's risk insurance covering
the replacement cost of the improvements, with a loss payable clause naming Saratoga,
Los Gatos and the District, as their respective interests may appear.
(c) Worker's Compensation insurance as required by state law,
together with employer's liability insurance having a coverage limit of not less than
$1,000,000 per accident.
(d) For design consultants, professional liability insurance
having a limit of not less than $2,000,000.
8. BONDING REQUIREMENTS.
Saratoga shall require the contractor who is awarded the contract for
construction of the Project to provide performance and payment bonds in the amount of
one hundred percent (100%) of the contract price.
9. PROJECT RECORDS.
Saratoga shall keep and maintain a complete copy of all costs and
expenditures relating to the Project, together with a complete copy of all plans,
specifications, reports, contracts and other documents relating to the Project, and the
same shall be available for inspection by Los Gatos and the District at any time during
usual business hours.
10. TERMINATION OF AGREEMENT.
In the event a contract for construction of the Project is not awarded
by December 1, 2010, this Agreement shall terminate unless extended by mutual consent
of all parties hereto. Upon such termination, Saratoga shall refund to Los Gatos and the
District any balance of their respective contributions remaining after deduction of the
Project costs incurred to the date of termination and payable by each party under the
terms of this Agreement.
6
11. LIMITATION OF LIABILITY.
No party to this Agreement shall be responsible or liable to any other
party or parties for any act or omission made in good faith in connection with the
performance of its duties hereunder nor shall any party be responsible or liable for any act
or omission by any consultant or contractor retained for the performance of any services
related to the Project. The parties shall contribute equally towards any loss, liability,
expense, claim, costs (including costs of defense), suits, and damages of every kind,
nature and description directly or indirectly arising from the performance of the Project.
This paragraph shall not be constructed to exempt any party, including its employees and
officers, from its own fraud, willful injury or violation of law whether willful or
negligent.
12. DISPUTE RESOLUTION.
The parties shall make a good faith effort to settle any dispute or
claim arising under this Agreement. If the parties fail to resolve such disputes or claims,
they shall submit them to nonbinding mediation in California. If mediation does not
arrive at a satisfactory result, arbitration, if agreed to by all parties or litigation may
pursued. In the event any of these disputes resolution processes are involved, each party
shall bear its own costs and attorneys fees.
13. JURISDICTION AND SEVERABILITY.
This Agreement shall be administered and interpreted under the laws
of the State of California. Jurisdiction of litigation arising from this Agreement shall be in
that state. If any part of this Agreement is found to conflict with applicable laws, such
part shall be inoperative, null and void insofar as it conflicts with said laws, but the
remainder of this Agreement shall be in full force and effect.
14. ASSIGNMENT.
No party to this Agreement may assign any right or obligation
pursuant to this Agreement. Any attempted or purported assignment of any right or
obligation pursuant to this Agreement shall be void and of no effect.
15. PARTIES IN INTEREST.
This Agreement is entered only for the benefit of the parties
executing this Agreement and not for the benefit of any other individual, entity or person.
7
16. ENTIRE AGREEMENT.
This Agreement supersedes any and all agreements, either oral or
written, between the parties hereto with respect to the rendering of services by Contractor
for Authority and contains all of the covenants and agreements between the parties with
respect to the rendering of such services in any manner whatsoever. Each party to this
Agreement acknowledges that no representations, inducements, promises or agreements,
orally or otherwise, have been made by any party, or anyone acting on behalf of any party,
which are not embodied herein, and that no other agreement, statement or promise not
contained in this Agreement shall be valid or binding. No Alteration or variation of the
terms of this Agreement shall be valid unless made in writing and signed by the parties
hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
first above written.
APPROVED AS TO FORM: CITY OF SARATOGA
By
Saratoga City Attorney Mayor
ATTEST:
City Clerk
APPROVED AS TO FORM: TOWN OF LOS GATOS
By
Los Gatos Town Attorney Mayor
ATTEST:
Town Clerk
APPROVED AS TO FORM: SANTA CLARA VALLEY WATER
DISTRICT
Water District General Counsel
By
ATTEST:
8
ENACTED COPY o Contmet Admin. Unit
AGAdT. i A,245 a Req. # S/ 3
COOPERATIVE AGREEMENT
CONCERNING QUITO ROAD BRIDGE REPLACEMENTS
THIS AGREEMENT, dated June 19, 2001 , by and between
the CI'T'Y OF SARATOGA, a municipal corporation ("SARATOGA"), the TOWN OF
LOS GATOS, a municipal corporation ("LOS GATOS"), and the SANTA CLARA
VALLEY WATER DISTRICT, a public agency of the State of California ("District"),
is made with reference to the following facts:
A. Pursuant to the Federal Highway Bridge Replacement and Rehabilitation
Program ("HBRR"), Saratoga has applied for and received a commitment for the
California Transportation Commission to allocate HBRR funds for participation in the
replacement of two bridges on Quito Road which cross San Tomas Aquino .Creek,
identified as Bridge No. 37C0113 and Bridge No. 3700114 the Project"
D. San Tomas Aquino Creek is under the jurisdiction and control of the District
and each of the bridges to be replaced crosses the common boundary line between
Saratoga and Los Gatos.
C. It is expected that HBRR funds will be made available for payment of eighty
percent (80%) of the total Project cost. The parties hereto have agreed to share the
remaining twenty percent (20%) of the total Project cost, as hereinafter set forth.
D. The Federal Highway Administration has granted authorization to proceed
with the Project, and approval has been granted by Caltrans to proceed with Preliminary
Engineering Design.
E. The parties desire to execute this Agreement in order to establish their
respective rights and obligations concerning the administration, financing and
construction of the Project.
NOW, THEREFORE, it is agreed as follows:
1. SCOPE OF PROJECT.
The Project shall consist of the replacement of Bridge No.
37C0113 and Bridge No. 37C0114 on -Quito Road near Old Adobe Road including the
acquisition of any necessary right-of-way. All work shall be performed in accordance
with plans and specifications approved by Saratoga, Los Gatos, the District, and all local,
State and Federal Agencies having jurisdiction over the Project or whose approval is
otherwise required for receipt of HBRR funds.
ATTACHMENT 2
I nfR
2. ALLOCATION OF PROJECT COST.
(a) Each of the parties has executed this Agreement in reliance
upon the commitment by Caltrans to contribute eighty percent (80%) of the total Project
cost. In the event an agreement for such contribution is not executed between Saratoga
and Caltrans, this Agreement shall automatically terminate and each of the parties shall
be released from any further obligation or liability hereunder.
(b) Saratoga, Los Gatos and the District agree that the
remaining twenty percent (20%) of the total Project cost shall be divided equally between
them.
(c) The term "total Project cost," as used in this Agreement,
shall mean the total of all direct expenditures relating to the Project, including, but not
limited to, the cost of engineering, surveys, topographic maps, geotechnic and soils
reports, environmental reviews and reports, preparation of plans and specifications, and
preparation of bid documents; right-of-way acquisition costs; demolition and
construction costs; publication, printing and advertising costs; and personnel costs of
Saratoga staff, based upon actual time expended on the Project plus applicable indirect
and overhead expenses.
(d) Based upon the preliminary estimated Project cost, the
allocation thereof between the parties would be as follows:
TOTAL
ESTIMATED
COST
BRIDGE 37CO113 $805,000
BRIDGE 37CO114 $805,000
$1,610,000
HBRR
FUNDS
80% SARATOGA LOS GATOS DISTRICT
$644,000 $53,667 $53,667 $53,666
$644,000 $53,667 $53,667 $53,666
$1,288,000 $107,334 $107,334 $107,332
If, upon the opening of bids for the award of a construction contract, it is found that a,cost
overrun of no more than ten percent (10%) of the estimated Project cost set forth above
will occur, the parties shall proceed with the Project in accordance with this Agreement if
HBRR funds are still available for payment of eighty (80%) of the Project cost. However,
if such bids indicate that a cost overrun exceeding ten percent (101/D) of the estimated
Project cost set forth above will occur, the parties and Caltrans will endeavor to agree
upon an alternative course of action. If no such agreement is reached within thirty (30)
days after the opening of bids, this Agreement shall be deemed to be terminated by
mutual consent and each party shall be responsible for payment of its respective share of
the-Project costs incurred to the date of termination.
I , WT
3. PROJECT ADMINIS'I RAXION.
(a) Duties of Saratoga
Saratoga shall be the lead agency for the Project. The Director of
Public Works, shall act as Project Administrator and is authorized to provide any
approvals required under this Agreement on behalf of Saratoga. As lead agency Saratoga
shall perform the following duties:
(1) Solicitation of proposals for engineering services and award of
contract.
(Z) Arranging for the preparation of surveys, topographic maps,
soils and geotechnic reports as may be required.
(3) Conduct of environmental reviews and proceedings as may be
required for CEQA and NEPA compliance.
(4) Obtaining such permits as may be required from other
governmental agencies for construction of the Project.
(5) Performance of all acts and execution of all documents as may
be necessary or appropriate for receipt of HBRR funds from Caltrans equal to eighty
percent (80%) of the total Project cost.
(6) Contracting for the preparation of construction plans and
specifications and submission of the same for review and approval by Los Gatos and the
District.
(7) Preparation of bid documents, advertisement for bids and
award of construction contract (s), subject to approval thereof by Los Gatos and the
District.
(8) Arranging for relocation or removal of any utility
installations that conflict with the Project.
(9) Administration of the construction contract(s), including
supervision and inspection of the work to assure compliance with the approved plans and
specifications, disbursement of advances to the contractor(s) based upon work
satisfactorily completed, and processing of any change orders,
(10) Issuance of final Project approval, with the concurrence of
Los Gatos and the District, and recordation of Notices of Completion.
(b) Duties of Los Gatos
Los Gatos shall promptly review and respond to all materials
submitted by Saratoga for review and approval in connection with the Project. No
approval in connection with the Project shall be unreasonably withheld. By approving this
Agreement, the Town Council of Los Gatos authorizes (Name) LARRY PERL I N ,
(Title)PARKS & PUBLIC ~WOORI~ provide any approvals required under this Agreement on
behalf -of Los Ga os, except any approvals required pursuant to Section 6 of this
Agreement.
(c) Duties of District
District shall promptly review and respond to all materials
submitted by Saratoga for .review and approval in connection with the Project. No
approval in connection with the Project shall jbe unreasonably withheld.
(Name ) ,cad, (Title)>y rricer!✓~r tbii~ ~"A ~Nistrict is authorized to
provide any approva `required under t13is Agrcwhent on behalf of District.
4. LIMITATION ON POWERS OF LEAD AGENCY.
The powers and duties herein conferred to Saratoga, as the lead
agency for the Project, shall not include the power:
(a) To make any material change in the approved plans and
specifications for the Project, except for changes necessitated by unforeseen field
conditions, without the prior written consent of Los Gatos and the Distract; or
(b) To enter into any contract in excess of $10,000 or increase any
contract by more than $10,000, for the performance of professional, consulting or
construction services without the prior written consent of Los Gatos and the District.
5. PAYMENT OF PROJECT COSTS.
(a) In addition to its own respective share of the Project cost, Saratoga
shall periodically advance the amounts to be paid with HBRR funds, pending a
reimbursement for such advances by Caltrans; provided, however, Saratoga may, at its
option, withhold any advance which is not legally required to be made if Saratoga has
not received full reimbursement from Caltrans for all prior advances.
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(b) Los Gatos and the District shall deposit with Saratoga their
respective shares of the Project cost within thirty (30) days after receipt of billing from
Saratoga. A billing will be sent upon approval of this Agreement, covering all estimated
costs to be incurred until the start of construction. A second billing will be sent upon
award of the construction contract(s), covering all estimated costs to be incurred for
construction and completion of the Project.
(c) Upon completion of the Project, Saratoga shall furnish to Los Gatos
and the District a detailed accounting of all actual Project costs. If such accounting
shows that the amounts deposited by Los Gatos and the District pursuant to Paragraph (b)
above exceed their respective shares of the actual Project cost, the excess shall be
reimbursed within thirty (30) days after the accounting is submitted. If such accounting
shows that the amounts deposited by Los Gatos and the District are less than their
respective shares of the actual Project cost, Los Gatos and the District shall pay the
deficiency to Saratoga within thirty (30) days after the accounting is submitted.
6. RIGHT-Off'-WAS.' ACQUISI'T'IONS.
If it is determined that the acquisition of any right-of-way is required
for the Project, the party having territorial jurisdiction over the property to be acquired
shall be responsible for obtaining such right-of-way and conducting any proceedings that
may be necessary in connection therewith; provided, however, no contract for legal
services shall be awarded and no eminent domain action shall be commenced without the
prior approval of the other parties and Caltrans. Right-of-way acquisition shall constitute
a Project cost, to be allocated between Caltrans and the parties in accordance with the
terms of this Agreement.
7. INSURANCE REQUIREMENT'S.
Saratoga shall include in any contracts awarded for design or
construction of the Project a requirement that the consultant and/or contractor, at all times
during design and construction and until final acceptance of the work, maintain in full
force and effect the following insurance policies:
(a) Broad form comprehensive liability insurance having a
combined single limit of not less than $ 2,000,000 per occurrence, naming Saratoga, Los
Gatos, the District, and their . respective officers, officials, boards, commissions,
employees and volunteers as insureds thereunder.
(b) For construction contracts, builder's risk insurance covering the
replacement cost of the improvements, with a loss payable clause naming Saratoga, Los
Gatos and the District, as their respective interests may appear.
el
(c) Worker's Compensation insurance as required by state law,
together with employer's liability insurance having a coverage limit of not less than
$1,000,000 per accident.
(d) For design consultants, professional liability insurance having a
limit of not less than $1,000,000.
8. BONDING REQUIREMENTS.
Saratoga shall require the contractor who is awarded the-contract for
construction of the Project to provide performance and payment bonds in the amount of
one hundred percent (100°/x) of the contract price.
9. PROJECT RECORDS.
Saratoga shall keep and maintain a complete copy of all costs and
expenditures relating to the Project, together with a complete copy of all plans,
specifications, reports, contracts and other documents relating to the Project, and the
same shall be available for inspection by Los Gatos and the District at any time during
usual business hours.
10. TERMINATION OF AGREEMENT.
In the event a contract for construction of the Project is not awarded
by October 1, 2002, this Agreement shall terminate unless extended by mutual consent of
all parties hereto. Upon such termination, Saratoga shall refund to Los Gatos and the
District any balance of their respective contributions remaining after deduction of the
Project costs incurred to the date of termination and payable by each party under the
terms of this Agreement. .
11. LIMITATION OF LIABILITY.
No party to this Agreement shall be responsible or liable to any
other party or parties for any act or omission made in good faith in connection with the
performance of its duties hereunder, nor shall any party be responsible or liable for any
act or omission by any consultant or contractor retained for the performance of any
services related to the Project. The parties shall contribute equally towards any loss,
liability, expense, claim, costs (including costs of defense), suits, and damages of every
kind, nature and description directly or indirectly arising from the performance of the
Project. This paragraph shall not be construed to exempt any party, including its
employees and officers, from its own fraud, willful injury or violation of law whether
willful or negligent.
12. DISPUTE RESOLUTION.
The parties shall make a good faith effort to settle any dispute or claim
arising under this Agreement. If the parties fail to resolve such disputes or claims, they
shall submit them to nonbinding mediation in California. If mediation does not arrive at
a satisfactory result, arbitration, if agreed to by all parties, or litigation may be pursued.
In the event any of these dispute resolution processes are involved, each party shall bear
its own costs and attorneys fees.
13. JURISDICTION AND SEVERABILITY.
This Agreement shall be administered and interpreted under the laws of
the State of Califomia. Jurisdiction of litigation arising from this Agreement shall be in
that state. If any part of this Agreement is found to conflict with applicable laws, such
part shall be inoperative, null and void insofar as it conflicts with said laws, but the
remainder of this Agreement shall be in full force and effect.
14. ASSIGNMENT.
No party to this Agreement may assign any right or obligation pursuant to
this Agreement. Any attempted or purported assignment of any right or obligation
pursuant to this Agreement shall be void and of no effect.
15. PARTIES IN INTEREST.
This Agreement is entered only for the benefit of the parties executing this
Agreement and not for the benefit of any other individual, entity or person.
16. ENTIRE AGREEMENT.
This Agreement supersedes any and all agreements, either oral or written,
between the parties hereto with respect to the rendering of services by Contractor for
Authority and contains all of the covenants and agreements between the parties with
respect to the rendering of such services in any manner whatsoever. Each party to this
Agreement acknowledges that no representations, inducements, promises or agreements,
orally or otherwise, have been made by any party, or anyone acting on behalf of any party,
which are not embodied herein, and that no other agreement, statement or promise not
contained in this Agreement shall be valid or binding. No alteration or variation of the
terms of this Agreement shall be valid unless made in writing and signed by the parties
hereto.
-7 { R
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
first above written.
APPROVED AS TO FORM:
SARATOGA CITY ATTORNEY
APPROVE' D AS TO FORM:
L V S . d ATOS TOWN ATTORNEY
APPROVED AS TO FORM:
WATE DISTRICT GENERAL COUNSEL
CITY OF SARATOGA
BY ~w•~C~'~----_
ATTEST: . 4
T'T'Y CLERK
TOWN ® L S TOS._
EY
L HITS, INTERIM..TOWPL -MANAGER
ATTEST: ~
TOWN CLE.
SANTA CLARA. VALLEY
WATER DISTRICT
BY9~
ATTEST:
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1 0_
EX TED COPY - Contract .Adzrun• Unit.
AGNT. #A • W
AMEM N F CC)ClRVEATTVF AGREEMENT
CONCERI'tING QUITO, ROAD BRIDGE REPLACED OF TH aUNT N` C1., R4
I.HH
uTHEREAS, the CITY OF SA ATOGA ("Saratoga"), the TOWN OF L---C-rA7 ` 6s~°
Gatos"), and the SANTA CLARA VALLEY WATER. DISTRICT ("Distrit~i~v rttered zrrto-a°-- -
iggs en
certain Cooperative Agreement dated June 19, 2001, concerning the replacM&#--ef-4te-bp
Quito Road. which cross San Thomas; Creek, identified as Bridge No. 37(31.3 ancrdge No.
n,
37C0114 ("the Project"); and
WHEREAS, the Cooperative Agreement provides in paragraph 2.d allocation of the Project
cost to be as follows:
TOTAL HBRR
ESTIMATED FUNDS
C-002_ (mm") SARATOG.A LOS GAIDS I)?RITRIC",'T
BRIDGE 37C-01.13 $805.,000 $644,000 $53,667 .$53,667 $53,666
BRIDGE 37C-0114 %805 $644,0.00 151667 $ Z $ -l4fd
$1,610,000 $1,288,000 $107,334 $107,334 $1.07,332
and
'WHEREAS, the Cooperative Agreement provides in paragraph 10 for a termination on
October 1, 2002, in the event a contract for construction of the Project is not awarded by such date;
and WHEREAS, th Cooperative Agreement states in paragraph 3.b, that the Town Colmcil of
Los Gatos authorizes } -Perim-Parks and Public Works Director, to provide any approvals
required under the Agreement: on behalf of Los Gatos; and
WHEREAS, the parties desire to extend the Cooperative Agreement as hereinafter set forth,
NOW THEREFORE, the unc-lersigncd panties hereby agree to amend the Cooperative
Agreement as follows:
1. 1n paragraph 2.d the total project cost allocation between the parties shall be as follows:
TOTAL 1IBRR.
ESTIMATED F1Jj',MS
(70ST °i SiAPAZOGA LOS (TAT-QS DT,STRIC
BRIDGE 37C-0113 $1,167,500 $934,000 $77;833
BRIDGE-37C-0114 500 $_9Li4-,()f)fJ I77;q_3
$2,335,000 $1,868,000 5155,666
$77,833 577,834
,%77-8~ x2 Rao
$155,666 $155,668
ATTACHi' F,NT 3
a
f _
2, In paragraph 10 the elate of termination of Agreement shall be extended to December 1,
2004-
3. In paragraph 3.b the person authorized by the Town Council of Los Gatos to provide
any approvals required under the Agreement on behalf of Los Gatos shall be J, ,vin
Rohani, the Town Eilginc er.
Except as herein modified, i:he Cooperative Agreement is declared to be in full force and
effect.
APPROVED AS TO FORM::
Saratoga City Attorney
APPROVED AS TO FORM:
CIT'E' OF SARA.TOGA
By
Mayor
I,o~ atos City Attorney
APPROVED AS TO FORM:
r cc~~r
Water Q strict General Counsel
By - \
Mayor
ATTEST:
SANTA CLAR.A VALLEY WATER
DISTRICT
A TTFST:
I 1 11
TOWN OF LOS G.ATOS