2000-123-Authorizing The Town Manager To Execute A Cooperative Agreement With The City Of Saratoga And The Santa Clara Valley Water District For The Replacement Of Two Bridges On Quito RoadRESOLUTION 2000 -123
RESOLUTION OF'THE TOWN COUNCIL
OF THE TOWN OF LOS GATOS
.AUTHORIZING THE TOWN MANAGER TO EXECUTE
A COOPERATIVE AGREEMENT
WITH THE CITY OF SARATOGA AND
THE SANTA CLARA VALLEY WATER DISTRICT
FOR THE REPLACEMENT OF TWO BRIDGES ON QUITO ROAD
WHEREAS, the Town of Los Gatos and the City of Saratoga share responsibility for two
bridges on Quito Road identified as Bridge No. 37C0113 and Bridge No. 37C0114; and
WHEREAS, said bridges have become functionally obsolete; and
WHEREAS, the City of Saratoga has secured finding through the Federal Highway
Bridge Replacement and Rehabilitation Program to replace both bridges; and
WHEREAS, the City of Saratoga has agreed to serve as the lead agency for the
replacement project; and
WHEREAS, in serving as the lead agency, the City of Saratoga desires to enter into a
Cooperative Agreement with the Town setting forth the duties and responsibilities of each
agency in connection with t11e project.
THEREFORE, BE IT RESOLVED: that the Town Council does hereby authorize the
Town Manager to execute the Cooperative .Agreement Concerning Quito Road Bridge
Replacements, attached hereto, on behalf of t11e Town.
PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of
Los Gatos, California, held on the 16"' .day of October, 2000 by the following vote.:
COUNCIL MEMBERS.:
AYES: Randy Attaway, Linda Lubeck, Joe Pirzynski,
Mayor Steven Blanton
NAYS.: None
ABSENT: Jan Hutchins
ABSTAIN:. None
SIGNED:
GATOS
LOS GATOS, CALIFORNIA
ATTEST:
CLERK OF THE TOVJr'd OF L GATOS
LOS GATOS, CALIFORNIA
~ El ('x ~D COPY • Contract Admin. Unit
AGMT. # oq 3S Rey. # _ 5'/
COOPERATIVE AGREEMENT OFFICE OF THE TOtit%N CLERK
CONCERNING QUITO ROAD BRIDGE REPLACr~`~i~ i~~`~ l~ ~"
IHH
THIS AGREEMENT, dated ..Tune 19, 200.1 ~~LaYI[j hPtWPPn
the CITY DF SARATOGA, a municipal corporation ("SARATOGA~~~e TOWN OF
LOS GATOS, a municipal corporation ("LOS GATOS"), and the tI~TA CLARA
VALLEY WATER DISTRICT, a public agency of the State of California ("Di-- strict'}; ~~~'~-
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. 37C0114 (" 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 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.
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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 whereof between the parties would be as follows:
TOTAL
ESTIMATED
COST
BRIDGE 3700113 $805,000
BRIDGE 3700114 $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 $1:07,334 $ 07,332
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 (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.
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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:
(1) Solicitation of proposals for engineering services and award of
contract.
{2) Arranging for the preparation of surveys, topographic maps,
:soils :and geotechnic reports as maybe 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.
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(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 PERU N ,
(Title)PARKS & PUBLIC WORI~~ provide any approvals required. under this Agreement on
behalf of Los Ga cos, 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 b~~ u e~a~sonably withheld.
(Name) (Title ni ~fo" r~stnct is authorized to
provide any appro a s required under this Agre ent 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 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.
5. PAYMENT OF PROJECT COSTS.
(a) hl addition to its own respective share of the Project cost, .Saratoga
shall periodically advance the amounts to be paid with HBIZR 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-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 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 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 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.
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(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°/0) 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.
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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 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 ob igation
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.
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IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
first above written.
APPROVED A5 TO FORM:
._ _ ~`~-~ ~ _-- B
CITY OF SARATOGA
5ARATOGA CITY ATTORNEY
APPROVED AS TO FORM:
1<
LOS TOS TOWN ATTORNEY
APPROVED AS TO FORM:
~~~
WATER D STRICT GENERAL COUNSEL
A
ATTEST.: ~
TrJ~J'VN CLERK
SANTA CLARA VALLEY
WATER DISTRICT
BX, 1-tLc ~~;~.
ATTEST•
.,
i t~
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TOW L ATOS
BY
LES WHITE, INTERIM TOWN MANAGER