2008-065-Approving A Cost Share Cooperative Agreement Between The Town Of Los Gatos And The City Of Campbell For A Street Resurfacing ProjectRESOLUTION 2008-065
RESOLUTION OF THE TOWN COUNCIL
OF THE TOWN OF LOS GATOS
APPROVING A COST SHARE COOPERATIVE AGREEMENT
BETWEEN THE TOWN OF LOS GATOS AND THE CITY OF CAMPBELL
FOR A STREET RESURFACNG PROJECT
WHEREAS, the Town of Los Gatos and the City of Campbell desires to enter
into a cost share cooperative agreement for a Street Resurfacing Project on West Parr Avenue,
Dardenelli Lane, Capri Drive, and Division Street in the Town of Los Gatos and the City of
Campbell; and
WHEREAS, it is in the public interest for both agencies to work together as a
reliable, timely, and cost effective means of completing this project; and
NOW, THEREFORE, BE IT RESOLVED, that the Town Council does hereby
approve an agreement (Exhibit A) between the Town of Los Gatos and the City of Campbell and
hereby authorizes the Town Manager to execute said agreement.
PASSED AND ADOPTED at a regular meeting of the Town Council held on the
2nd day of June, 2008 by the following vote:
COUNCIL MEMBERS:
AYES:
NAYS:
ABSENT:
ABSTAIN:
ATTEST:
Steve Glickman, Diane McNutt, Joe Pirzynski, Mike Wasserman, and Mayor
Barbara Spector
SIGNED:
C9 ~'' ~
MAYOR O THE TOWN OF LOS GATOS
LOS GA~ S, CALIFORNIA
I~ A
OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
AGREEMENT BETWEEN TIDE CITY OF
CAMPBELL AND TOWN Ok' LOS GATOS
FOR THE RUBBERIZED CAPE SEAL Ok' WEST PARR AVENUE
BETWEEN POLLARD ROAD AND CAPRI DRIVE
This Agreement (herein "Agreement") is made and entered into this day of
2008, (herein the "Effective Date") by and between the City of Campbell, a
California znuzaicipal corporation, with its principal place of business located at 70 North First
Street, Campbell, California 95008 (herein "CAMPBELL"} and the Town of Los Gatos, a
California municipal corporation., (herein "LOS GATOS"). CAMPBELL and LOS GATOS may
be referred to herein collectively as the "Panties", "Cities" or the "Parties to this Agreement".
RECITALS
WHEREAS:
A. West Parr Avenue from Pollard Road to Capri Drive is located in part in CAMPBELL
azxl u1 part in LOS GATOS; and
B. CAMPBELL and LOS GATOS find that it is in tlae public interest to remove and replace
failed asphalt and to install rubberized cape seal overlay W. Parr Avenue from Pollard
Road to Capri Drive, adjacent to which CAMPBELL, currently bas a paving project; and
C. It is in the public interest for CAMPBELL and LOS GATOS to complete the PROJECT
in a cooperative and econozYZical manner by cozastructing the project together; and
D. Each Party has agreed to pez•form its portion of the worl~ as described herein, under its
direction.
E. CAMPBELL Resolution No. adopted ,authorizes its Public Worlcs Director
to enter izato an agz•eement with the LOS GATOS far said woz•lz.
lzi consideration of the above referenced recitals alid the following mutual covenants, agz•eemezzts
uid obligations of the parties, CAMPBELL and LOS GA'1'OS agree as follows;
AGREEMENT PROVISIONS
1. PRO.TL'CT DESCRIPTION:
The wor1C to be performed under this Agreement will consist of zeLnoving and replacing
failed asphalt concrete pavement and installing rubberized cape seal overlay along W.
Parr Avenue, fi•on1 Pollard Road to Capri Drive (kzerein the "PROJECT")•
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2, CAMPBELL'S OBLIGATIONS:
CAMPBELL agrees as follows:
A. To .act as the lead agency to adTxzinister the design and construction of the PROJECT,
AdministT•ation shall include preparation of plans, specificatiotls, contract documents
azld cost estimate; notification of local businesses; coordination with various
agencies; preparation of all necessary environmental documents; obtaining permits;
obtaining bids; awarduig the construction contract; administering the construction
contract; providing .materials control and inspection services; and rnalcing progress
payments to the contractor.
B. To pay the PROJECT cost. The Project cost is defined as the actual amount paid to
the contractor, plus all related costs for project design, construction management and
achninistratiozl.
C, CAMPBELL agrees to work with LOS GATOS to ensure al.l work in LOS GATOS's
jT.uisdiction meets the requirements of the plans anti specifications prior to acceptance
or within the warranty period.
D. The designated project manager for CAMPBELL for the duration of the PROJECT is
I'redriclc Ho (phone number: 408-866-2155). CAMPBEL L's project manager shall
have all the necessary authority to du•ect techzucal and professional work within the
scope of the Agreerr>ent and shall serve as the principal point of contact with LOS
GATOS.
3, I,OS GATOS'S OBLIGATIONS:
LOS GATOS agrees as follows:
A. To pay the construction cost of the PROJECT.
B. To provide CAMPBELL with alI necessary designvlformation in LOS GATOS's
jurisdiction for incorporation into the final plans quid specifications.
C. 'To marls out u1 the field all pavement areas to be removed and replaced on W. Parr
Avenue within LOS GATOS's jurisdiction pursuant to the Metropolitan
Transportation Coirunissiorz's Pavement Condition Index Distress Identification
Manual.
D. To pay the cozlstzlTCtion cost of the 'PROJECT within forty-five (45) business days of
receiving and approving the detailed invoice fi•ozn CAMPBELL, provided that the
following conditions are met:
The PROJECT has been completed and LOS GATOS has approved the work,
Acceptance by LOS GATOS shall be made in writing to CAMPBELL; and
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2. The detailed invoice sets forth the cost of construction of all PROJECT work
based on the actual contract unit prices paid arzd negotiated change order(s), if
ally
E. The designated project manager for LOS GATOS for the duration of the PROJECT is
Melissa 1'-luang (phone number: 408-3~~~r~~3-~;p), LOS GATOS's project zxzanager
shall have all the necessary authority to review and approve and accept technical and
professional work within the scope of the Agreement and shall serve as the principal
point of contact with LOS GATOS, LOS GATOS may request .documentation of
such costs, and may review the original invoices and weight certificates or request
copies of Barrie, which shall be provided within a reasonable time.
4. TERM Oli AGREEMENT;
A. Unless otherwise lnodif ed by a writteza amendnzerZt to this Agreement, the. tet•zxz of
this Agreezxzent shall be one (1} year from the Effective Date or until PROJECT
acceptance by both parties and final payments of all outstanding balances, which ever
is later.
B. Consistent with City of SAN JOSE's Stal•zdard Specifications, Section 7-1.23.,
CAMPBELL shall cause the contractor to provide a warranty period of at least one
(1) year fi•om tlae acceptance date.
5. O~JNERSI~IP AND MAINTENANCE;
A. Upon completion of all work lrnder this Agreement, ownership and title to all
materials, equipment and appurtenances installed as a part of the PROJECT within
the city lizruts of LOS GATOS will automatically be vested in CAMPBELL, and alI
materials, equipment and appurtenances installed as a part of the PROJECT within
the city Limits of CAMPBELL will be vested in CAMPBELL, and no filr-ther
agreement will be necessary to transfer ownership.
B. -This Agreement does not change any authority or responsibility between
CAMPBELL and LOS GATOS with regard to maintenance, operation or further
repaiz• z'esponsibilhty,
6. CONTRACTOR SIIALL 13E AN INDEPENDENT CONTRACTOR:
Ally contractor(s) hued by either Party to perform the work included in the PROJECT
shall not be an agent ox employee of either Party and will perform such work as an
irldepezzdent contractor. All persons employed by or contracted with such contractor(s) to
#urxzish labor and/ox materials in eoiulection with the work in the PROJECT shall not be
employees of either Party in .any respect.
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7. TERMINATION:
Either Party nay terminate dais Agreement any time prior to award of the construction
contract for the PROJECT upon thirty (30) days' written notice to the other Party by
mutual consent.
Once CAMPBELL has awarcled the construction contract for the PROJECT, the
Agreement can be terminated only upon the mutual written Gonsent and on terms
acceptable to both patties.
8. NO PLEDGING OF EITHER CITY'S CREDIT:
Under no circumstances shall either CAMPBELL or LOS GATOS have authority oz
power to pledge tlae credit of the otber public entity or incur obligation in the name of the
other public entity,
9. NO TIdIKD PARTY EENEFICIARY:
This Agreement shall not be construed or deemed to be an agreement for the benefit of
any third party or patties and no third party or parties shall have any claim or right of
action hereunder for any cause whatsoever.
10. AMENDMENTS
No alteration. or violation of the terms of this Agreement shall be valid tu~less made in
writing and signed by the parties and incorporated into this Agreement.
11. NOTICES;
Notices are to be sent as follows;
To LOS GATOS: Kevin Rohani
Interim Director of Public Worlcs
Town of Los Gatos
41 Miles Avenue
Los Gatos, CA 95030
'I~o CAMPBELL: Robert Kass
Director of Public Worlcs
City of Canapbcll
70 N. First Street
Campbell, CA 95008
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12. SEVERABILITY CLAUSE;
In case any one or more of the provisions contained herein shall, far any reason, be held
invalid, illegal, or uzlenforceable in any respect, it shall not affect the validity of the other
provisions which shall rezna.in in fiill force and effect,
13. HOLD HARMLESS/INDEMNII~ICATION;
Neither of the respective Pal•ties, their respective City Couuncils, employees, officers,
agents and assigns shall be responsible for any damage or liability occurring by reason of
anythiJig done or omitted to be done by the other party in connection with the PROJECT.
It is understood and agreed t17at l•JZ.usualit to California Government Code Section 895.4,
the respective Parties shall fully incleznnify and hold the other harlxzless fiom any claims,
actions, loss or liability imposed for llljlll'y (as defizlecl hl Government Cocle Section
810.8) by 1'eaSall of anything done or omitted to be done by CAMPBELL or LOS
GATOS in connection with any work, a[~thority or jurisdiction delegated to the respective
Parry under this Agreement. This hold. harmless and indemnification provision shall
apply to any activities, error or omission of the respective Party and/or the Party's
officers, employees, agents, coz~sultallts or contJactor or any person or entity acting or
omitting to act for or on behalf of said City or such person or entities as are specifically
authorised and :empowered by the respective Party to act for the Pal•ty.
14. CAl''I'IONS:
The captions of tl2c various sections, paragraphs and subparagraphs of tlvs Agreement are
for convenience only ancl. shall not be considered nor referred to for resolving questions
of interpretation of this Agreement.
1 S. INSURANCE REQUIREMENTS:
CAMPBELL shall regltire any contractor awarded a coz~ztract for any portion of the work
to be done on the Project to secure and maintain in full force and effect at all times during
cortstl•uction arzd performance of the Project, and >_uitil said Project is accepted by both
PARTIES, bodily injury insurance, and property damage insurance at no cost to either
CAMPBELL ox LOS GATOS, with coverage amounts, reglured endorsements,
certificates of insurance, and coverage verifications satisfactory and acceptable to both
PAR1'IBS. CAMPBELL shall require that CAMPBELL and LOS GATOS, their respective
City Councils, coznznissions, officers, el~zployees, vohmteers arzd agents arc hereby added
as additional insureds on the conunercial general liability policy with respect to liability
arising out of Corzhactor's work for CAMPBELL on this Project.
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It is mutually understood that during the term of the construction activities on the
PROJECT, CAMPBELL will .require the successful contractor to carry commercial
general liability insiu•an.ce in ainotu7ts of not less than One Million Dollars ($1,000,000);
automobile liability instuance in an amount not less that One .Million Dollars
($1,000,000); and a Workers' Compensation Insurance policy with policy limits in an
amount not less than One Million Dollars ($ 1,000,000).
16. STATUTES AND LAW GOVERNING CONTRACT:
This Agreement shall be governed and construed in accordance with the statutes and laws
of the State of California.
17. WAIVER:
The Parties' waiver of any te]•]n, condition or covelant, or breach of any term, condition
or covenant shall not be construed as a waiver of any other term, condition or covenant or
breach of any other term, condition or covenant,
18. ENTIRE AGREEMENT:
This Agreement contains the entire Agreement between CAMPBELL and LOS GATOS
relating to the PROJECT. Any prior agreen~eXats, promises, negotiations, or
representations not expressly set forth in this Agreement are of no force or effect,
] 9. OTHER AGREEMENTS:
This Agreement shall not prevent either Party from entering itato similar agreements with
others. The Parties acknowledge and accept the terms aild conditions of this Agreement
as evidenced by the following sigliatlues of thew duly authorized representatives. It is the
intent of the Parties that this Agreement shall become operative on the effective date.
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CITY OF CAMPBELL, CALIFORNIA
Robert Kass
Public Works Director
70 N, First Street
Campbell, CA 95pp8
.Phone, (408) 866 2190
Fax: (408) 37~-0958
TOWN OF LOS GATOS, CALIFORNIA
Kevin Rohani
Tntcrim Public Works Dh•ector
41 Miles Avenue
Los Gatos, CA 95030
l~lione: (408) 399-57'13
Fax: {408) 438-1143
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