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1998-150-Ratify The Award Of Contract To Bugler Construction And Authorize Funding For The Construction Of Project 9901RESOLUTION 1998 -150 RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS TO RATIFY THE AWARD OF CONTRACT TO BUGLER CONSTRUCTION AND AUTHORIZE FUNDING FOR THE CONSTRUCTION OF PROJECT 9901- OAK MEADOW PARK GABION WALL WHEREAS, bids were sought in conformance with State and Town law, and Bugler Construction was determined as the lowest bidder for Project 9901 - Oak Meadow Park Gabion Wall. THEREFORE, BE IT RESOLVED: by the Town Council of the Town of Los Gatos, County of Santa Clara, State of California, that the Council ratify the award of contract and authorize funding for the construction of Project 9901 - Oak Meadow Park Gabion Wall. PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos, California, held on the 21st day of September, 1998, by the following vote. COUNCIL MEMBERS: AYES: Randy Attaway, Joanne Benjamin, Steven Blanton, Jan Hutchins Mayor Linda Lubeck NAYS: None ABSENT: None ABSTAIN: None SIGNED: MAYOR OF THE TOWN OF LOS GATOS LOS GATOS, CALIFORNIA ATTEST: CLERK OF THE TOWN OF LOS GAl 1 S LOS GATOS, CALIFORNIA r)PnCE ( THE TOWN CLERK AG M11 AGREEMENT BETWEEN THE TOWN OF LOS GATOS AND THE ORD CLARA FOR LOS GATOS CREEK EMBANKMENT RESTORA��L, This AGREEMENT is made and entered into on JUN 2 4 19981998 by and between the Town of Los Gatos, a municipal corporation of the State of California, hereinafter referred to as "TOWN," and the County of Santa Clara, a political subdivision of the State of California, hereinafter referred to as "COUNTY." RECITALS A. Los Gatos Creek runs through the TOWN onto property owned by the COUNTY at the boundary between Blossom Hill and Vasona Parks. B. Severe storms during the winter of 1995 caused high rain water runoff and flooding resulting in damages throughout northern California, including the failure of approximately 285 linear feet of embankment along Los Gatos Creek. C. TOWN and COUNTY each desire to repair their respective parts of the damaged embankment, and believe that their cooperation in pursuing the repairs as a single joint project will result in less disruption of creek flow and its natural setings, reduce total costs and ensure that the entire repair is well engineered and properly constructed in furtherance of the health, safety and welfare of the citizens of both TOWN and COUNTY. D. TOWN and COUNTY each do not intend by this Agreement to delegate any of their legal discretion to the other. TERMS Scope of the Project. The Project shall consist of repairs to approximately 285 linear feet of failed embankment along Los Gatos Creek at the boundary of TOWN and COUNTY located at Blossom Hill and Vasona Parks, along with continuous footpaths that are part of the failed embankment. 90 linear feet of embankment repair is located within TOWN and 195 linear feet is located within COUNTY. The pro rata share is agreed to be 32 percent for TOWN and 68 percent for COUNTY. The Project shall not include any repairs or improvements that are not common to the parties such as landscaping or tree removal and the acquisition or installation of recreation equipment unless this work is needed for the Project construction. Removal or replacement of trees or other vegetation, or other facilities that may be required to complete the Project shall be done by and at the sole expense of the owning party. 2. Cooperation. TOWN and COUNTY shall each cooperate with the other to pursue the repairs as a single project of both entities. Cooperation shall include, but not be limited to the following: a. TOWN and COUNTY shall jointly apply for all required permits and approvals including, but not limited to, those required by the Army Corps of Engineering and the Regional Water Quality Control Board, in so doing shall identify the repair work as a single project of both parties, and shall share the costs of said applications in a pro rata manner consistent with the percentage of the Project to conducted on the property of each party as measured by the linear feet of the embankment to be repaired thereon. b. TOWN and COUNTY, through their respective Project Managers as identified in this Agreement, shall jointly review and approve the Project design documents. TOWN and COUNTY, through their respective Project Managers, shall jointly review and approve the Project Documents including, but not limited to, the Project specifications, contract terms, security and insurance requirements, and the manner of compensation. d. Competitive bids shall be solicited by COUNTY using the agreed Project Documents and COUNTY regular bidding process and received by COUNTY, but shall be opened at the appointed time and evaluated jointly by TOWN and COUNTY, through their respective Project Managers, who shall make a joint recommendation to the TOWN Council and the COUNTY Board of Supervisors regarding the award of the contract. The parties agree to use their best efforts to resolve any disputes about awarding the contract prior to making the recommendation. Each party shall retain full rights under the Project Documents and the California Public Contract Code to reject all bids, and neither party shall be obligated to award the contract merely because the other party desires to do so. Changes to the terms of the Project Documents and/or change orders shall not be approved by one party without the prior written approval of the other. e. The parties agree that COUNTY, acting through its Project Manager, shall be the lead manager of the Project and that all contact with the contractor shall be made through COUNTY, unless otherwise decided by the parties. TOWN shall provide regular project inspection through its assigned project inspector(s). All inspection reports produced by TOWN shall upon completion be provided to TOWN and COUNTY Project Managers. TOWN may be present for all meeting relating to the Project, such as the pre -bid meeting, the pre - construction meeting, kick -off meeting, and the weekly on -site meetings after contract award. COUNTY will provide copies of minutes of the meetings, if any are prepared, to TOWN. TOWN and COUNTY shall meet on a regular basis throughout the term of the Project to discuss all issues related to the Project. f All Project costs, excluding the parties' administrative costs, shall be shared by the parties in a pro rata manner consistent with the percentage of the Project to be constructed on the property of each party as measured by the linear feet of the embankment to be repaired thereon. Each party shall bear its own administrative costs. Each party shall pay their pro rata share of the costs of design consultant services in the preparation of the Project Documents, which shall be paid directly to the design consultant. COUNTY may hire a construction inspector the cost of which shall be borne by each party on a pro rata basis. g. The parties shall cooperate to resolve all disputes, including payments to the contractor, in an expeditious manner. h. Any work that is not part of the Project but must be done in order to facilitate the Project such as tree removal, shall be completed by the parties in a timely fashion so as to avoid any delays in completing the Project. Payment of Project Costs. COUNTY shall receive all invoices from the contractor in accordance with the terms of the Project Documents, and shall separately invoice TOWN for TOWN's pro rata share of the invoiced amounts determined pursuant to the terms of this Agreement. COUNTY shall include a copy of the contractor's invoices with all invoices to TOWN. TOWN shall retain all rights under the Project Documents to withhold payment and investigate invoiced amounts prior to paying invoiced amounts. TOWN shall use its best efforts to timely notify COUNTY of any potential disputes concerning contractor invoices in order to allow COUNTY to withhold payment to the contractor until the dispute is resolved. 4. Maintenance and Operation. Maintenance and operation of the embankment shall remain as currently determined, consistent with jurisdictional boundaries. This Agreement does not address any subsequent joint maintenance projects which shall require a separate agreement. Project Managers. COUNTY hereby designates Mohammed A Assaf, Senior Facilities Engineer, Environmental Resources Agency, Parks and Recreation Department, to act as its Project Manager. TOWN hereby designates Scott Baker, Director of Parks and Public Works, to act as its Project Manager. 6. Mutual Indemnifications. Hold Harmless: It is mutually understood and agreed: a. That neither COUNTY, nor any officer or employee thereof, shall be responsible for any damage or liability occurring by reason of anything done or omitted to be done by TOWN under or in connection with any work, authority or-jurisdiction delegated to TOWN under this Agreement. It is also understood and agreed that, pursuant to Government Code § 895.4, TOWN shall indemnify and hold COUNTY harmless from any liability imposed for injury (as defined by Government Code § 810.8) occurring by reason of anything done or omitted to be done by TOWN under or in connection with any work, authority or jurisdiction delegated to TOWN under this Agreement. b. That neither TOWN, nor any officer or employee thereof, shall be responsible for any damage or liability occurring by reason of anything done or omitted to be done by COUNTY under or in connection with any work, authority orjurisdiction delegated to COUNTY under this Agreement. It is also understood and agreed that, pursuant to Government Code § 895.4, COUNTY shall indemnify and hold TOWN harmless from any liability imposed for injury (as defined by Government Code § 810.8) occurring by reason of anything done or omitted to be done by COUNTY under or in connection with any work, authority or jurisdiction delegated to COUNTY under this Agreement. C. TOWN and COUNTY 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 COUNTY, public liability and property damage insurance in forms and limits of liability and satisfactory and acceptable to both COUNTY and TOWN, naming COUNTY and TOWN and their respective officer and employees as additional insureds, from and against any claims, loss liability, cost or expense arising out of or in any way connected with the construction of said Project. The aforementioned policy shall contain a provision that the insurance afforded thereby to TOWN and COUNTY and their respective officers and employees shall be primary insurance to the full limits of liability of the policy, and that if TOWN or COUNTY, or their respective officers and employees, have other insurance against a loss covered by such policy, such other insurance shall be excess insurance only. 7. Contract Documents and Amendments. COUNTY delegates the Director of Parks and Recreation or his designee to execute all documents including amendments to this Agreement. Notices. Any notice required to be given shall be deemed to be duly and properly given if personally delivered or mailed postage prepaid, and addressed to: M To TOWN: Scott Baker, Director, Parks and Public Works Town of Los Gatos P.O. Box 949 Los Gatos, CA 95031 To COUNTY: Director Parks and Recreation Dept. 298 Garden Hill Drive Los Gatos, CA 95030 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first hereinabove set forth. APPROVED AS TO FORM: -Orry Korb, Town Attorney APPROVED AS TO FORM AND LEGALITY LiL eputy Cou Counsel %j� ./� a / I�Fg ATTEST: PhX /0 A. Perez, Clerk Bdird of Supervisors 5 By: TOWN OF LOS GATOS, a municipal corporation COUNTY OF SANTA CLARA, a political subdivision of the State of California B BLANCA ALVARADO, Chairperson, Board of Supervisors ATTEST: / 1 MAR' N Vy. TOWN CL C S ROVE, iI. TOWN �F iLO� GATOS, CALIFORNIA