HomeMy WebLinkAboutCity of Los Altosos�.zos.�
* k
R�rEo aEc
AGREEMENT BY AND BETWEEN
THE CITY OF LOS ALTOS AND
TOWN OF LOS ALTOS HILLS
FOR COSI' SHARING OF PAVEMENT REHABITATION ON SUMMERHILL AVE.
ANNUAL STREET RESURFACING, PROJECT TS -01001
THIS AGREEMENT is made and entered into this All. da f 2017
Y o >
by and between the CITY OF LOS ALTOS, a municipal corporation of the State of California,
hereinafter referred to as "LOS ALTOS", and the TOWN OF LOS ALTOS .HILLS, ag eneral law
city, organized and existing in the County of Santa Clara, State of California, hereinafter referred to
as "TO,\X'N".
RECITALS
WHEREAS, LOS ALTOS is planning to repair failed pavement section and construct 1.5 -
inches asphalt concrete overlay of certain portion of Summerhill Avenue within the corporate limits
of LOS ALTOS in connection with its street maintenance program under Annual Street Resurfacing
Project TS -01001, hereinafter referred to as "PROJECT", for various improvements in the City and
partially in the TOWN; and
WHEREAS, a portion of the PROJECT is partially within the right of way of the TOWN
also require pavement repair, 1.5 -inches asphalt concrete overlay, and related work, and the said area
are adjacent to the LOS ALTOS; and
WHEREAS, it is the desire of LOS ALTOS and TOWN to accomplish the required work as
a point project, both In the interest of economy and in the interest of more efficient project
administration; and
WHEREAS, the areas of Summerhill Avenue within the corporate limits of TOWN
proposed. for inclusion in the project are those portions of Summerhill Avenue within the TOWN
limit.
NOW, THEREFORE, subject to the terms, conditions, and provisions hereinafter set forth,.
the parties hereto agree as follows:
AGREEMENT
1. SCOPE
1.1 The PROJECT consists of completing 4 -inches deep dig -out repairs, 1.5 -inches overlay
of asphalt, and related work by LOS ALTOS for the TOWN as defined in the attached
cost estimate, attached hereto and incorporated herein as Exhibit "B.
Page I of 6
1.2 TOWN and LOS ALTOS have agreed to share the cost of the dig -out repairs, 1.5 -
inches overlay, and related costs along Summerhill Avenue, between El Monte
Avenue & Rockpoint Lane, as shown on Exhibit OU7.
1.3 Both LOS ALTOS and TOWN will use their best efforts to adhere to the following
milestones:
1.3.1 TOWN will provide LOS ALTOS a Construction Permit before
commencement of the construction work for the portion of the PROJECT
subject to TOWN's jurisdiction.
1.3.4 Term of Agreement: The PROJECT will be deemed completed after LOS ALTOS's City
Council accepts the PROJECT as complete and authorizes its Clerk to record the Notice of
Completion, and TOWN has accepted the portion of the PROJECT within its jurisdiction as
complete. This Agreement will terminate automatically 30 days after TOWN and LOS ALTOS
have accepted the PROJECT as complete.
2. SCOPE OF WORK
2.1 LOS ALTOS will perform the following:
2.1.1. Will bid the project in accordance with State and local laws
2.1.2. Manage all aspects of the awarded construction contract for the PROJECT
including submittal review, site inspections, design revisions and invoice
review.
2.1.3. Will appropriately notify residents within TOWN of impending work to be
done under the LOS ALTOS contract.
2.1.4. Requiring LOS ALTOS contractor to contact Green Waste Recovery Inc., at
(408) 283-4804 to obtain current garbage and recycled materials pickup
schedule along Summerhill Avenue.
2.2 TOWN will perform the following:
2.2.1 Respond to the LOS ALTOS's request for any available information
requested by the contractor in a timely manner.
2.2.2 Conduct final inspection as required for the work completed on TOWN's
right-of-way along Summerhill Avenue.
2.3 The designated Project Manager for LOS ALTOS for the duration of the PROJECT
J
is Kathy Small or other designated LOS ALTOS employees. LOS ALTOS's Project
Manager shall have all the necessary authority to direct technical and professional
work within the scope of this Agreement and shall serve as the principal point of
contact for LOS ALTOS.
Page 2 of 6
2.5 The designated Project Manager for TOWN for the duration of the PROJECT is
John Chau., for construction issues or other designated TOWN employee. TOWN's
Project Manager will as the principal point of contact with LOS ALTOS.
3. COST SHARING
3.1 TOWN agrees to reimburse the LOS ALTOS for the work comleted on
Summerhill Avenue as shown on Exhibit "B" atp
tached hereto. TOWN will base
final figure on actual quantities completed and u
from Exhibit " nit prices awarded, which may differ
B".
3.2 LOS ALTOS will provide an invoice to TOWN for TOWN'S not to exceed share
described in this section within 20 days of the payment of the work done on
Summerhill Avenue. TOWN will pay the invoice from LOS ALTOS within 30 days
of receipt of invoice from LOS ALTOS.
4. INSURANCE AND INDEMNIFICATION
4.1 LOS ALTOS will require its construction contractor to secure and maintain in .full
force and effect all times during construction of the PROJECT and until the
PROJECT is accepted by LOS ALTOS and TOWN, general liability and property
damage insurance., business automobile insurance as set forth in Exhibit A
hereto and incorporated herein ,attached
in forms and limits of liability acceptable to both
TOWN and LOS ALTOS, naming TOWN and their -respective council members
officers, agents and employees and LOS ALTOS and their respective directors'
council members >
,, officers, employees and agents all as additional insured from and
against all damages and claims, loss., liability, cost or expense arising out of or in any
way connected with the construction of PROJECT.
4.2 In lieu of and notwithstanding the pro rata risk allocation, which might otherwise be
imposed between the parties pursuant to Government Code Section 8901-.6, the
parties agree that all losses or liabilities incurred by a party shall not be shared pro
rata but instead TOWN and LOS ALTOS agree that pursuant to
Government
Code Section 89'.4., each of theparties hereto shall fully indemnify and hold each of
the other parties, their officers, board members, employees-, and
from any claim, exagents, harmless
ease or cost, damage or liability imposed for injury ( n
as defined i
Government Code Section 810-8) occurring by reason of the negligent acts or
omissions or willful misconduct of the indemnifying party, its officers, emploees, or
y
agents, under or in connection with or arising out of any work, authority, or
jurisdiction delegated to such party under this Agreement. No party., nor any officer,
board member, or agent thereof shall be responsible for any damage or liability
occurring by -reason of the negligent acts or omissions Or willful misconduct of the
other party hereto, its officers, board membersemployees, or agents,, under or in
connection with or arising out of any work., authority or jurisdiction delegated to
such other party under this Aareement. The obligations set forth in this paragraph
will survive termination and expiration of this Agreement
Page 3 of 6
5. ADDITIONAL PROVISIONS
5.1 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.
5.2 This Agreement contains the entire Agreement between TOWN and LOS ALTOS
relating to the cost sharing for the Project Improvements. Any prior agreements,
promises, negotiations, or representations not expressly set forth in this Agreement
are of no force or effect.
5.3 If any term, condition or covenant of this Agreement is held by a court of competent
jurisdiction to be invalid, void, or unenforceable., the remaining provisions of this
Agreement shall be valid and binding on TOWN and LOS ALTOS.
5.4 This Agreement shall be governed and construed in accordance with the laws of the
State of California.
5.5 This Agreement may be executed in counterparts and will be binding as executed.
5.6 The term of this Agreement commences upon execution of the Agreement by both
parties and terminates upon PROJECT work acceptance and final payments by
TOWN to LOS ALTOS.
5.7 All changes or extensions to this Agreement must be in writing in the form of an
amendment and approved by both the TOWN and the LOS ALTOS.
6. TERMINATION
6.1 Not applicable
6.2 The construction contract for the PROJECT has been awarded, and accordingly this
Agreement can be terminated only upon the mutual written consent and terms
acceptable to both parties.
6.3 This agreement will expire on December 31, 2017 unless it is mutually agreed by
both the TOWN and the LOS ALTOS to extend the agreement. TOWN'S
obligation to reimburse LOS ALTOS pursuant to Section 3.1 and Section 3.2 (if
unpaid at such time) shall survive the termination of this Agreement.
Page 4 of 6
7. OWNERSHIP AND MAINTENANCE
7.1 Upon completion of all work under this Agreement, ownership and tide to all
materials, equipment and appurtenances installed as a part of the projects within the
city limit of TOWN will automatically be vested in TOWN and all materials,
equipment and appurtenance installed as a part of the projects within the city limits
of LOS ALTOS will be vested in LOS ALTOS and no further agreement will be
necessary to transfer ownership
7.2 This Agreement does not change any authority or responsibility between LOS
ALTOS and TOWN with regard to maintenance, operation or future repair
responsibility.
8. NOTICES
8.1 Notices required under this Agreement may be delivered by first class mail addressed
to the appropriate party at the following addresses:
To LOS ALTOS: City of Los Altos
Public Works Department
Engineering Division
One North San Antonio Road
Los Altos, CA 94022
Attn: Susanna Chan
To TOWN: Town of Los Altos Hills
Public Works
26379 Fremont Road
Los Altos Hills, CA 94022
Attn: Allen Chen
9. AMENDMENTS
9.1 This AGREEMENT between the LOS ALTOS and TOWN for the PROJECT may
only be modified by a written amendment duly executed by both parties to this
AGREEMENT.
Page 5 of 6
IN WITNESS WHEREOF, the Parties have executed this Agreement by their duly authorized
representatives.
CITY OF LOS ALTOS, a municipal corporation
APPROVED AS TO CONTENT:
Susanna Chan, Public Works Director
APPROVED AS TO FORM:
Christopher Di-4/,City Attorney
AG ED:
Ch.ristopherjordan,Manager Date
TOWN OF LOS ALTOS HILLS, a general lave city
APPROVED
APPROVED AS TO CONTENT:
Allen Chen, Public Works Director
AP COVE S TO YGRMrr
Steve Mattas, n*ty Attorney
AGREED:
Carl Cahill, City Manager
Page 6 of 6
EXHIBIT A
INSURANCE REQUIRED OF CONSTRUCTION CONTRACTOR
Contractor shall procure and maintain for the duration of the contract and for one year after
acceptance of the work insurance against claims for injuries to persons or damages to property
which may arise from or in connection with the performance of the work hereunder by the
Contractor., his agents, representatives, employees or subcontractors.
Minimum Scope and Limit of Insurance
Coverage shall be at least as broad as:
1. Commercial General Liability: Insurance Services Office Form CG 00 01 or Form
CG 00 09 1188, Owners and Contractors Protective Liability Coverage Form -
Coverage for Operations of Designated Contractor, including products and completed
operations., with limits of no less than $2,000,000 per occurrence for bodily injury,
personal injury and property damage. If a general aggregate limit applies, either the
general aggregate limit shall apply separately to this project/location or the general
aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering
Code 1 (any auto), with limits no less than $1,000,000 per accident for bodily injury and
property damage.
3. Workers' Compensation insurance as required by the State of California, with
Statutory Limits, and Employers' Liability insurance with a limit of no less than
$1,000,000 per accident for bodily injury or disease.
4. Builder's Risk (Course of Construction) insurance covering all risks of loss less
policy exclusions, with limits equal to the completed value of the project and no
coinsurance penalty provisions.
5. Surety bonds as described below.
Deductibles and Self -Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City. At the
option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured
retentions as respects the City, its officers, officials, employees and volunteers; or the Contractor
shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and -related
investigations, claim administration and defense expenses.
Other Insurance Provisions
The General Liability and Automobile Liability policies are to contain, or be endorsed to contain,
the following provisions:
1. The City, its officers, officials, employees, and volunteers are to be covered as
insureds with respect to liability arising out of automobiles owned, leased, hired or
borrowed by or on behalf of the Contractor; and with respect to liability arising out of work
Page I of 3
or operations performed by or on behalf of the Contractor including materials, parts or
equipment furnished in connection with such work or operations. General liability coverage
can be provided in the form of an endorsement to the Contractor's insurance (at least as
broad as ISO Form CG 2010, 11 So' or both CG 20 10 and CG 23 37 forms if later
revisions used), as a separate Owner's and Contractor's Protective Liability Policy, or on the
City's own form.
2. For any claims related to this project, the Contractor's insurance coverage shall be
primary insurance as respects the City, its officers, officials, employees, and volunteers. Any
insurance or self-insurance maintained by the City, its officers, officials, employees, or
volunteers shall be excess of the Contractor's insurance and shall not contribute with it.
3. Each insurance policy required by this clause shall be endorsed to state that either party
shall not cancel coverage, except after thirty (30) days prior written notice has been
provided to the City.
Builder's Risk (Course of Construction) Insurance
Contractor may submit evidence of Builder's Risk insurance in the form of Course of Construction
coverage. Such coverage shall name the City as loss payee as their interest may appear.
A ccep' ta biYty of In s urets
Insurance is to be placed with insurers with a current A.M. Best rating of no less than A:VII, unless
otherwise acceptable to the City.
Waiver of Subroga don
Contractor hereby agrees to waive subrogation, which any insurer of Contractor may acquire
from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any endorsement
that may be necessary to affect this waiver of subrogation. The Workers' Compensation policy shalt
be endorsed with a waiver of subrogation in favor of the City for all work performed by the
Contractor, its employees, agents and subcontractors.
Page 2 of 3
Verification of Coverage
Contractor shall furnish the City with endorsements effecting coverage required by this clause. The
endorsements are to be signed by a person authorized by that Insurer to bind coverage on its behalf.
The endorsements are to be on forms provided by the City, unless the insurance company will not
use the City's forms. All endorsements are to be received and approved by the City before work
commences. However, failure to do so shall not operate as a waiver of these insurance requirements.
As an alternative to the City's forms, the Contractor's insurer may provide complete copies of all
required insurance policies, including endorsements affecting the coverage required by these
specifications.
Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all the
requirements stated herein.
Notice
The Certificate with endorsements and notices shall be mailed to: City of Los Altos,
Attention: City Engineer, 1 North San Antonio Road, Los Altos, CA 94022.
Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk,
prior experience, insurer, coverage, or other circumstances.
Page 3 of 3
P-
CL
0 N
m
0
0
CIO
0
0
0
0
0
0
Ln
0
0
0
0
Ln
0
0
0
0
0
0
0
0
0
0
0
(6
'IT
Lr)
6
C)
C5
00
6
U)
L6
cq
06
1*,-
o
b
0
6
0
6
CY)
C;
0
Iq
06
00
64)-
C\l
L6
T-
Ir -
69-
r�-
0
N
61->
41
al
1.-
r-
69-
69-
69-
X-:
69-
V--7
691
L6
m
0
64%
0
1
CL
(0 ) (1)
1
L. X0
4) 4 -Of
I
0
0
0
0
0
0
C)
0
C)
0
0
0
Lo
0
0
Co
C)
0
O
0
C�
=1U)
0
m
0
69-
L6
C\l
04
69-
06
6�
L6
6�
cyj
6�
N
6c�
d'
69-
61)
.C)CY)
C)
0
.-0)
T-
6gL0
69.
COD
60/
0
Cd
+0
m
+C�
rA 4—
7Fi,
4—
j�
. 4-4
ct
U
CL
�,
ct
LU
^
•w
ZU
U
14 Q
V) 4-j
ct 0
'cu
U-4
�+
C).
o
I
C)
-C
4-j
cu
4-A
r.
Ir -04
a)
C40,
42
(U
b
r-4
>
0
k 4
-0
cl
o3
U
c
N
0
>
0
Cld
CZ
C4
(1)
rA
69
0
c)
4-j 0
4- CZ cq3
-qQ, -Coq
"It" U �
<
o-
0
W
00
C)
00
00
00
C)
O
4-
0
CD
00
Ave"Surnmerhill
Between E-1 Monte Ave -
0
Rockpoint Ln
N
SCALE 1 : 22658
200 0 200 400 600
FEET
Page 1of1