07 Attachment 2 - Monte Sereno Cost Sharing AgreementATTACHMENT 2
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AGREEMENT
BETWEEN
THE TOWN OF LOS GATOS
AND
THE CITY OF MONTE SERENO
FOR THE PAVEMENT REHABILITATION OF
BICKNELL ROAD
FROM QUITO ROAD TO ELM PARK
This Agreement (herein “Agreement”) is made and entered into this ___ day of ____________, 2020,
(herein the “Effective Date”) by and between the Town of Los Gatos, a California, municipal
corporation (herein “TOWN”), and City of Monte Sereno, a California, municipal corporation (herein
“CITY”). The TOWN and CITY may be referred to herein individually or collectively as the
“Parties”.
RECITALS
WHEREAS:
A. TOWN and CITY find that it is in the public interest to resurface the roadways at
Bicknell Road (between Quito Road and Elm Park) over which the TOWN and CITY
have dual jurisdiction;
B. It is in the public interest for TOWN and CITY to complete the PROJECT in a
cooperative and economical manner by constructing both TOWN and CITY portions of
the PROJECT together; and
C. Each Party has agreed to perform its portion of the work as described herein, under its
direction.
In consideration of the above referenced recitals and the following mutual covenants, agreements and
obligations of the parties, TOWN and CITY agree as follows:
AGREEMENT PROVISIONS
1. PROJECT DESCRIPTION:
The Town of Los Gatos is planning to have its contractor resurface the roadway at Bicknell
Road between Quito Road and Elm Park over which the TOWN and CITY have dual
jurisdiction. The plan calls for resurfacing a total of 0.55 miles of Bicknell Road between Quito
Road and Elm Park, which is owned and maintained by the Town of Los Gatos. The TOWN
has included the section of Bicknell Road that is maintained by the CITY in the project with the
understanding that the CITY would pay for the work via this cost sharing agreement. This
section of roadway is in need of rehabilitation given its current condition. Based on
StreetSaver, the pavement management system database used by the TOWN, the average
pavement condition index on Bicknell Road is 75.
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The work to be performed under this Agreement within the CITY will consist of installing
leveling course (as needed), placing a slurry seal treatment, adjusting storm drain manholes,
and striping. The work to be performed is more fully described in the document entitled “Scope
of Work” and “Engineer’s Estimate” set forth in Exhibit A and Exhibit B, attached and
incorporated by reference. Approximately 50% of Bicknell Road between Quito Road and Elm
Park is within the TOWN jurisdiction and 50% is within the CITY’s jurisdiction.
2. TOWN’S OBLIGATIONS:
TOWN agrees as follows:
A. To act as the lead agency to administer the design and construction of the PROJECT.
Administration shall include preparation of specifications, contract documents and cost
estimate; notification of local business; coordination with various agencies; preparation
of all necessary environmental documents; obtaining permits; obtaining bids; awarding
the construction agreement; administering the construction agreement; providing
materials control and inspection services; and making progress payments to the
contractor.
B. To provide CITY with final specifications and contract documents for the PROJECT.
C. To pay TOWN’s share of the PROJECT cost. The total PROJECT cost is defined as the
actual amount paid to the contractor plus ten percent (10%) for TOWN’s engineering,
construction and other administrative services.
D. To cause the contractor to provide a warranty period of at least two (2) years from the
acceptance date, consistent with Town of Los Gatos Construction Agreement.
E. To cooperate with CITY should CITY raise any issues concerning contractor’s work in
CITY’s jurisdiction that requires correction prior to acceptance or within the warranty
period.
F. The designated project manager for TOWN for the duration of the PROJECT is Kevin
Selfridge (phone number: 408-827-3549). TOWN’s project manager 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
CITY. CITY may request documentation of such costs, and may review the original
invoices and weight certificates or request copies of same, which shall be provided
within a reasonable time.
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3. CITY’S OBLIGATION:
CITY agrees as follows:
A. To pay CITY’s share of the total PROJECT cost to TOWN, including the CITY’s share
of the TOWN’s engineering, construction and other administrative services . CITY’s
share of the Cost is 100%, of the PROJECT Cost, up to a maximum amount of $70,000,
for the CITY-owned portion of the road, which is located on Bicknell Road between
Quito Road and Elm Park. Any changes to the scope of work as identified by TOWN or
CITY that is beyond the PROJECT description identified in this Agreement that may
increase design or construction costs shall receive prior written approval and agreement
on a funding plan from both TOWN and CITY. TOWN will not authorize its
contractors to perform work which would result in any additional cost above and
beyond the agreed amount as set forth in this Agreement without prior agreement and
written approval from CITY.
B. To pay its share of the PROJECT cost within forty-five (45) business days of receiving
and approving the detailed invoice from TOWN, provided that the following conditions
are met:
1. The PROJECT has been completed and CITY has approved the portion of the
work in its jurisdiction. Acceptance by CITY shall be made in writing to
TOWN; and
2. The detailed invoice sets forth the cost of construction of all PROJECT work
based on the actual contract unit prices paid and negotiated change order(s), if
any.
C. The designated project manager for CITY for the duration of the PROJECT is Jessica
Kahn (phone number: (408) 354-7635). CITY’s project manager shall have all the
necessary authority to direct technical and professional work within the scope of the
Agreement and shall serve as the principal point of contact with TOWN.
4. TERM OF AGREEMENT:
Unless otherwise modified by a written amendment to this Agreement, the term of this
Agreement shall be one (1) year from the Effective Date or until the PROJECT acceptance by
both parties and final payments of all outstanding balances.
5. OWNERSHIP AND MAINTENANCE:
A. Upon completion of all work under this Agreement, ownership and title to all materials,
equipment and appurtenances installed as a part of the PROJECT within the Town
limits of Los Gatos will automatically be vested in TOWN, and all materials, equipment
and appurtenances installed as a part of the PROJECT within the CITY limits will be
vested in CITY, and no further agreement will be necessary to transfer ownership.
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B. This Agreement does not change any authority or responsibility between TOWN and
CITY with regard to maintenance, operation, or further repair responsibility.
6. CONTRACTOR SHALL BE AN INDEPENDENT CONTRACTOR:
Any contractor(s) hired by either Party to perform the work included in the PROJECT shall not
be an agent or employee of either Party and will perform such work as independent contractor.
All persons employed by or contracted with such contractor(s) to furnish labor and/or materials
in connection with the work in the PROJECT shall not be employees of either Party in any
respect.
7. TERMINATION:
Once TOWN has awarded the construction contract for the PROJECT, the Agreement can be
terminated only upon the mutual written consent and terms acceptable to both parties.
8. NO PLEDGING OF EITHER TOWN’S CREDIT:
Under no circumstances shall either TOWN or CITY have authority or power to pledge the
credit of the other public entity or incur obligation in the name of the other public entity.
9. NO THIRD PARTY BENEFICIARY:
This Agreement shall not be construed or deemed to be an agreement for the benefit of any
third party or parties and no third party or parties shall have any claim or right of action
hereunder for any cause whatsoever.
10. AMENDMENTS:
No alternation or violation of the terms of this Agreement shall be valid unless made in writing
and signed by the parties and incorporated into this Agreement
11. NOTICES:
Notices are to be sent as follows:
To TOWN: Kevin Selfridge
Town of Los Gatos
41 Miles Avenue
Los Gatos, CA 95030
To CITY: Jessica Kahn
City of Monte Sereno
18041 Saratoga-Los Gatos Rd.
Monte Sereno, CA 95030
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12. SEVERABILITY CLAUSE:
In case any one or more of the provisions contained herein shall, for any reason, be held
invalid, illegal, or unenforceable in any respect, it shall not affect the validity of the other
provisions which shall remain in full force and effect.
13. ENCROACHMENT PERMITS:
Both Parties to this Agreement will cooperate and /or provide access to its consultants,
engineers and contractors for the PROJECT in the jurisdictional boundaries of each Party.
Contractor shall obtain street opening permit from CITY and CITY shall provide such a permit
at no cost.
14. HOLD HARMLESS/INDEMNIFICATION:
Neither of the respective Parties, employees, officers, agents and assigns shall be responsible
for any damage or liability occurring by reason of anything done or omitted to be done by the
other party in connection with the PROJECT.
It is understood and agreed that pursuant to California Government Code Section 895.4, the
respective Parties shall fully indemnify and hold the other harmless from any liability imposed
for injury (as defined in Government Code Section 810.8) by reason of anything done or
omitted to be done by TOWN or CITY in connection with any work, authority or jurisdiction
delegated to the respective Party 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, consultants or contractor or any person or entity acting or
omitting to act for or on behalf of said TOWN or such person or entities as are specifically
authorized and empowered by the respective Party to act for the Party.
15. CAPTIONS:
The captions of the various sections, paragraphs and subparagraphs of this Agreement are for
convenience only and shall not be considered nor referred to for resolving questions of
interpretation of this Agreement.
16. INSURANCE REQUIREMENTS:
It is mutually understood that during the term of the construction activities on the PROJECT,
TOWN will require the successful contractor to carry commercial general liability in amounts
of not less than Ten Million Dollars ($10,000,000); automobile liability in an amount not less
than 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).
17. STATUTES AND LAW GOVERNING CONTRACT:
This Agreement shall be governed and construed in accordance with the statues and laws of the
State of California.
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18. WAIVER:
The Parties’ waiver of any term, condition or covenant, 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.
19. ENTIRE AGREEMENT:
This Agreement contains the entire Agreement between TOWN OF LOS GATOS and CITY
OF MONTE SERENO to the PROJECT. Any prior agreements, promises, negotiations, or
representations not expressly set forth in this Agreement are of no force or effect.
20. OTHER AGREEMENTS:
This Agreement shall not prevent either Party from entering into similar agreements with
others. The Parties acknowledge and accept the terms and conditions of this Agreement as
evidenced by the following signatures of their duly authorized representatives. It is intent of the
Parties that this Agreement shall become operative on the effective date.
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The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the
following signatures of their duly authorized representatives. It is the intent of the Parties that this
Agreement shall become operative on the Effective Date.
TOWN OF LOS GATOS, CALIFORNIA, a California municipal corporation
APPROVED AS TO FORM:
_____________________________________ By: _____________________________________
ROBERT SCHULTZ LAUREL PREVETTI
Town Attorney Town Manager
CITY OF MONTE SERENO, CALIFORNIA, a California municipal corporation
APPROVED AS TO FORM:
_____________________________________ By: _____________________________________
SERGIO RUDIN STEVE LEONARDIS
City Attorney City Manager
ATTEST:
______________________________________
NAME
Title
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EXHIBIT “A”
SCOPE OF WORK AND PROJECT LOCATION MAP
The work to be performed under this Agreement within CITY will consist of installing leveling
course (as needed), placing a slurry seal treatment, adjusting storm drain manholes, and striping of
the CITY portion of Bicknell Road between Quito Road and Elm Park (herein the “PROJECT”).
Approximately 50% of Bicknell Road between Quito Road and Elm Park is within the TOWN
jurisdiction and 50% is within the CITY’s jurisdiction. The Town-owned portion is the eastbound
lane on Bicknell Road between Quito Road and Elm Park. The City-owned portion is the
westbound lane on Bicknell Road between Quito Road and Elm Park.
The service agreement documents are herein incorporated to this Agreement by reference.
Figure: Project Limit and Location Map
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EXHIBIT “B”
ENGINEER’S ESTIMATES
PROJECT NAME: Annual Street Repair and Resurfacing (Slurry Seal) - Bicknell Rd.
ITEM
NO
SPEC.
SECTION ITEM DESCRIPTION UNIT EST.
QTY.
UNIT
PRICE EXTENSION
1. 10-3 Adjust Storm Manhole to Grade
(Revocable)
EA. 4 $500.00 $2,000.00
2. 10-5 Hot Mix Asphalt Leveling Course Ton 50 $160.00 $8,000.00
3. 10-7 Slurry Seal S.Y. 6,700 $3.50 $23,450.00
4. 10-10 Limit Line (Stop Line) -
Thermoplastic
L.F. 20 $5.50 $110.00
5. 10-10 "STOP" Legend - Thermoplastic Ea. 2 $120.00 $240.00
6. 10-10 "AHEAD" Legend -
Thermoplastic
Ea. 1 $150.00 $150.00
7. 10-10 "25" Legend - Thermoplastic Ea. 1 $90.00 $90.00
8. 10-10 Blue Fire Hydrant Marker
(Revocable)
Ea. 5 $25.00 $125.00
TOTAL $38,165.00
10%
Contingency $3,816.50
10% Project
Delivery $4,198.15
GRAND
TOTAL $46,179.65