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HomeMy WebLinkAboutCounty of Santa Clara (16)COST SHARING AGREEMENT BETWEEN THE COUNTY OF SANTA CLARA AND THE TOWN OF LOS ALTOS HILLS RELATING TO GEOTECHNICAL CONSULTING SERVICES FOR A SUBSURFACE INVESTIGATION OF A PORTION OF EASTBROOK AVE. THIS AGREEMENT is made effective this G 4 � day of /� U �� 2016 by and between the County of Santa Clara, a political subdivision of the State a California, hereinafter referred to as "COUNTY" and the Town of Los Altos Hills, a general law city of the State of California, hereinafter referred to as "TOWN" (collectively the "PARTIES"). RECITALS WHEREAS, TOWN is considering annexing a number of parcels in the unincorporated area of the COUNTY adjacent to the TOWN including a portion of Eastbrook Ave.; and WHEREAS, Eastbrook Ave. is currently a COUNTY -maintained road; and WHEREAS, TOWN and COUNTY wish to determine the overall condition of Eastbrook Ave. by pursuing a subsurface investigation of the relevant portion(s) (the "PROJECT"); and WHEREAS, TOWN has retained a qualified geotechnical consultant to perform the PROJECT, the scope and cost of which is set forth in Exhibit A; and WHEREAS, COUNTY and TOWN wish to share the cost of the PROJECT equally; and WHEREAS, TOWN is willing to assume full responsibility for performing the PROJECT; and WHEREAS, COUNTY contracting procedures require a written agreement with TOWN to effectuate payment; NOW, THEREFORE, in consideration of their mutual promises and agreements, and subject to the terms, conditions, and provisions hereinafter set forth, the parties hereto agree as follows: AGREEMENT 1. COMPENSATION COUNTY and TOWN each agree to pay one-half of the cost of the PROJECT as shown in Exhibit A. COUNTY shall pay TOWN and TOWN shall accept from COUNTY the lump sum of Thirteen Thousand Two Hundred and Fifty Dollars and Zero Cents ($13,250) or one-half of the actual consultant cost related to the PROJECT, whichever is less. Agreement between the County of Santa Clara and the Town of Los Altos Hills related to Eastbrook Ave. Page 1 of 4 2. COMPLETION OF PROJECT TOWN shall have full responsibility for completion of the PROJECT. COUNTY will have no responsibility to perform the work. INVOICE Upon full execution of the AGREEMENT by both parties, TOWN shall forward to COUNTY, within thirty (30) days, an invoice for the lump sum amount, specified in paragraph (1). The invoice shall be sent to the designated individual to receive notice on behalf of COUNTY as set forth in Section 5 below. 4. HOLD HARMLESS/INDEMNIFICATION Neither of the respective PARTIES, their respective governing body, 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 COUNTY or TOWN 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, erroror 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 Party or such person or entities as are specifically authorized and empowered by the respective Party to act for the Party. 5. NOTICES All correspondence relating to the AGREEMENT, including all notices required may be delivered by first class mail addressed to the appropriate party at the following addresses: COUNTY: Michael Murdter, Director Roads and Airports Department 101 Skyport Drive San Jose, CA 95110-1302 CITY: Carl Cahill, Town Manager Town of Los Altos Hills 26379 Fremont Rd. Los Altos Hills, CA 94022 Agreement between the County of Santa Clara and the Town of Los Altos Hills related to Eastbrook Ave. Page 2 of 4 6. ADDITIONAL PROVISIONS a. TOWN shall provide to COUNTY a copy of all reports prepared by its selected geotechnical consultant, all correspondence between the TOWN and its consultant, and any other documentation related to the PROJECT. b. 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 COUNTY and TOWN. C. This AGREEMENT shall be governed and construed in accordance. with the laws of the State of California. d. All changes or extensions to this AGREEMENT must be in writing in the form of an amendment and approved by both parties. e. 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. f. This Agreement shall not be construed or deemed 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. g. 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. h. This Agreement contains the entire Agreement between COUNTY and TOWN relating to the PROJECT. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. H H H H H H Agreement between the County of Santa Clara and the Town of Los Altos Hills related to Eastbrook Ave. Page 3 of 4 IN WITNESS WHEREOF, the parties have executed the AGREEMENT the day and year set forth above. TOWN: TOWN OF LOS ALTOS HILLS, a ge al law city By: Date: Carl Cahill, Town Manager APPROVED AS T FOR,,�vl: By: 1.4.> Date1 o Steve Mattas, Town Attorney COUNTY: COUNTY OF SANTA CLARA By Date:L MiehaVd dr ter, Director Roac sAirports Department w- e r By: Sy llegos 0ffic of he ty Exec tine APPROVE S TO FO ND LEGALITY: By: Date: d4stopher&heleden Lead Deputy County Counsel Agreement between the County of Santa Clara and the Town of Los Altos Mills related to Eastbrook Ave. Page 4 of 4 COTTON, SHIRES AND ASSOCIATES, INC. CONSULTING ENGINEERS AND GEOLOGISTS Revised August 5, 2016 December 2, 2013 P5563 TO: Mr, Richard Chiu Director of Public Works/City Engineer TOWN OF LOS ALTOS HILLS 26379 Fremont Road Los Altos Hills, California 94022 SUBJECT: Proposal for Geotechnical Investigation and Cost Estimation RE: Eastbrook Avenue Annexation Area Dear Mr. Chiu: At your request, we have prepared this proposal for geotechnical services. We understand that the Town would like Cotton, Shires and Associates, Inc. (CSA) to investigate geotechnical conditions beneath Eastbrook Avenue. The subject areas extend from approximately 100 feet south of the intersection with Putter Way to approximately 400 feet south of the intersection with Entrada Place. The intent of the subsurface investigation is to characterize the distribution and properties of earth materials beneath the roadway that are causing observed pavement displacement/ distress, Geotechnical analysis will be completed to assist us in developing design options, recommended geotechnical design criteria for mitigation design, and construction cost estimates. Cost estimates will likely include addressing necessary drainage improvements and pavement repair/ reconstruction. We understand that our work is to include a limited topographic survey to determine surface runoff gradients, prepare transverse sections through the road and adjoining slope (as possible), and to accurately locate exploratory borings. We also understand that the Town would like a bound geotechnical investigation (report) to be prepared as part of our work. We are proposing the following Scope of Work, Schedule and Fee to perform the work. SCOPE OF WORK I. Field Investigation A. Limited Topographic Survey and Field Mapping - We will complete a limited topographic survey of the subject section of Eastbrook Avenue. An engineering geologic map of the roadway Northern California Office Central, California Office Southern California Office 330 Village Lane 6417 Dogtown Road 2804 Camino Dos Rios, Suite 201 Los Gatos, CA 95030-7218 San Andreas, CA 95249-9640 Thousand Oaks, CA 91320-1170 (408) 354-5542 • Fax (408) 354-1852 (209) 736-4252 • Fax (209) 736-1212 (805) 375-1050 • Fax (805) 375-1059 www.cottonshires.com ,.1evised August 5, 2016 Mr. Richard Chiu December 2, 2013 Page 4 P5563 Receipt of the signed proposal will constitute authorization for us to proceed. The CSA registration number with the State Department of Industrial Relations (DIR) is 1000032571. We look forward to providing you with the professional services discussed above. If you have any questions, or need additional information, please contact us. Respectfully submitted, COTTON, SHIRES AND ASSOCIATES, INC. Ted Sayre Principal Engineering Geologist CEG 1795 Reviewed By: r David T. Schrier Principal Geotechnical Engineer GE 2334 Approved and Authorized By TS:DTS:kc Attachments: Schedule of Charges Date COTTON, SHIRES AND ASSOCIATES, INC. Limitations and Terns for Professional Services AGREEMENT - This Schedule of Charges, Limitations and Terms for Professional Services as an attachment to a signed Proposal or Client Contract constitutes an "Agreement” between COTTON, SHIRES AND ASSOCIATES, INC. (CSA) and the Client. Client has authorized commencement of the work under this Agreement by signing the "Approved by" section of the Proposal or Contract. The Agreement is hereby incorporated and made part of the Contract between the parties. In consideration of the mutual Agreement set forth herein and intending to be legally bound, the parties hereto agree as to the following: Invoicing and Pam - Client shall pay CSA compensation as outlined in the Proposal or at the rates determined in the above Schedule of Charges and according to the payment terms below. Invoices may be prepared and submitted by CSA on a monthly basis or when the work is completed, at CSR's option. Payment is due upon receipt and is past due thirty (30) days from date of invoice. A service charge of 1.5% per month, or the maximum amount allowed by law, will be charged on past due accounts. Payments by Client will thereafter be applied first to accrued interest and then to the principal unpaid balance. Any attorney fees, court costs, or other costs incurred in collection of delinquent accounts shall be paid by the Client. If payment of invoices is not current, CSA may suspend performing further work at no liability to CSA. Relationsluo_between CSA and Client - CSA is retained by the Client to investigate and to consult with the Client regarding the Project, as defined in the Proposal. Client shall provide CSA in writing with all information relevant to the Project and shall advise CSA of any condition known to Client that may affect CSA's performance under this Agreement. CSR's services are for the benefit of the Client, bu t Client recognizes that the extent of those services is limited by the time -frame chosen and the funds expended by the Client for the investigation. CSA has no responsibility for the work product of any independent consultants required for the Client's Project, nor for completeness, adequacy, or quality of said independent consultants' work, or specialty work. Information Provided by Client - CSA and the Client shall discuss and agree upon the information needed for rendering of services hereunder. The Client agrees to provide to CSA all such information as agreed to be necessary. With respect to such information, the Client understands and agrees that CSA will rely solely upon the Client to ensure the accuracy and completeness thereof, as the Client recognizes that it is impossible for CSA to assure the accuracy, completeness and sufficiency of such information. Ownership of Documents and Proprietary Information - This proposal and all documents, including, but not limited to, drawings, specifications, computer disks, reports, calculations, and estimates, prepared by CSA in connection with this Agreement ("CSA Confidential Information") are instruments of service and are intended for the sold use of the recipient hereof, and may not, except as otherwise described herein, be disclosed, distributed, or disseminated in any form without the prior written consent of CSA. The CSA Confidential Information is and shall remain the sole property of CSA. Client may distribute documents generated by CSA in connection with GSA's services under this Agreement to third parties, provided that said third party agrees in writing to be bound by the confidentiality and ownership of documents provisions of this Agreement. The terms of this Section shall survive the termination of this Agreement. COTTON, SHIRES AND ASSOCIATES, INC. COTTON SHIRES AND ASSOCIATES INC. SCHEDULE OF CHARGES, LIMITATIONS AND TERMS FOR PROFESSIONAL SERVICES (Page 1_9f 21 January 2016 Personnel Charges Expert Witness Consultation Charges Senior Principal Engineer/ Geophysicist ___--_-„•....-_-- $ 275/hr Expert witness testimony for court appearances and binding arbitrations Principal Geologist/ Engineer $ 230 /hr shall be charged on a daily basis (minimum one day increments) at a _________ __ _______ rake of $3,960 per day. Deposition testimony shall be charged at a rate of Supervising Geologist/ Engineer .___-__•_-•.___•_---_•__ $195/hr $495 per hour (minimum one hour charge). Preparation time for Senior Geologist/ Engineer $165/hr depositions or court appearances shall be charged on a time-and- .................... ____---------- Senior GIS Specialist $165/hr expense basis in accordance with the Personnel, Equipment, and ._ •--------------------•----------•--_--- Expense charges listed herein. Senior Staff Geologist/ Engineer ...•-•_________........... $150/hr Staff Geologist/ Engineer ......... ....... ....... $130/hr Laboratory Testing and Geophysical Service Charges Field/ Laboratory Technician ............ _.......... __ ... ___ $110/hr Laboratory testing and geophysical services shall be charged on a time- Technical ]llustrating___ ............... _... --............ $105/hr and-materials basis in accordance with the Personnel, Equipment, and Clerical/ Accounting ________•._. ,•,________,___-- $ 80/hr Expense charges listed herein. Equipment and Supply Charges Laboratory samples shall be stored for 60 days atter the date of final report submittal unless special arrangements are made for longer Inclinometer System _..-- Y........•------------------•-----•--- $175/day storage. Piezometer Data Acquisition System ___________________ $100/day Expense Charges (Receipted Costs Plus 15%) Total Station Surveying Equipment________________________ $250/day GPS Surveying Equipment $350/day • Travel expenses including air Fare, lodging, vehicle rental, etc. .... -.............. _________ (either actual receipted costs plus 15% for meals or a flat Nuclear Moisture/Unit Weight Gauge _ $150/day subsistence charge of $65 per diem for overnight stay shall be Rope Climbing Safety Equipment _____ $ 250/ day charged, in addition to the lodging cost) Multi Channel Seismograph System and ReMi,_-,-____ $ 300/ day Excavation subcontractors and expendable field supplies Reproduction of drawings Vehicle Milea e or Current IRS A g ( Approved Rate ) -------- $ .54/mi • Film, film development, and photograph printing Aircraft Mileage (or Current IRS Approved Rate) ........ $1.29/nmi • Special fees, permits, insurance, etc. Photocopying (B&W -Color) ........... •Conference ._•---...-......._.. $ .20-.50/copy call telephone costs Engineering (Large Format) Copier ..-•- ..--_•---------- ----- $ .50/ft2 Special mail service (air, electronic, courier, etc.) Special equipment rental Computer Assisted Color Plotting _____....... ___ ------- $12/sq. ft. Special consultant fees Limitations and Terns for Professional Services AGREEMENT - This Schedule of Charges, Limitations and Terms for Professional Services as an attachment to a signed Proposal or Client Contract constitutes an "Agreement” between COTTON, SHIRES AND ASSOCIATES, INC. (CSA) and the Client. Client has authorized commencement of the work under this Agreement by signing the "Approved by" section of the Proposal or Contract. The Agreement is hereby incorporated and made part of the Contract between the parties. In consideration of the mutual Agreement set forth herein and intending to be legally bound, the parties hereto agree as to the following: Invoicing and Pam - Client shall pay CSA compensation as outlined in the Proposal or at the rates determined in the above Schedule of Charges and according to the payment terms below. Invoices may be prepared and submitted by CSA on a monthly basis or when the work is completed, at CSR's option. Payment is due upon receipt and is past due thirty (30) days from date of invoice. A service charge of 1.5% per month, or the maximum amount allowed by law, will be charged on past due accounts. Payments by Client will thereafter be applied first to accrued interest and then to the principal unpaid balance. Any attorney fees, court costs, or other costs incurred in collection of delinquent accounts shall be paid by the Client. If payment of invoices is not current, CSA may suspend performing further work at no liability to CSA. Relationsluo_between CSA and Client - CSA is retained by the Client to investigate and to consult with the Client regarding the Project, as defined in the Proposal. Client shall provide CSA in writing with all information relevant to the Project and shall advise CSA of any condition known to Client that may affect CSA's performance under this Agreement. CSR's services are for the benefit of the Client, bu t Client recognizes that the extent of those services is limited by the time -frame chosen and the funds expended by the Client for the investigation. CSA has no responsibility for the work product of any independent consultants required for the Client's Project, nor for completeness, adequacy, or quality of said independent consultants' work, or specialty work. Information Provided by Client - CSA and the Client shall discuss and agree upon the information needed for rendering of services hereunder. The Client agrees to provide to CSA all such information as agreed to be necessary. With respect to such information, the Client understands and agrees that CSA will rely solely upon the Client to ensure the accuracy and completeness thereof, as the Client recognizes that it is impossible for CSA to assure the accuracy, completeness and sufficiency of such information. Ownership of Documents and Proprietary Information - This proposal and all documents, including, but not limited to, drawings, specifications, computer disks, reports, calculations, and estimates, prepared by CSA in connection with this Agreement ("CSA Confidential Information") are instruments of service and are intended for the sold use of the recipient hereof, and may not, except as otherwise described herein, be disclosed, distributed, or disseminated in any form without the prior written consent of CSA. The CSA Confidential Information is and shall remain the sole property of CSA. Client may distribute documents generated by CSA in connection with GSA's services under this Agreement to third parties, provided that said third party agrees in writing to be bound by the confidentiality and ownership of documents provisions of this Agreement. The terms of this Section shall survive the termination of this Agreement. COTTON, SHIRES AND ASSOCIATES, INC. CSA SCHEDULE OF CHAR_ i LIMITATIONS AND TERMS FOR PROFESSIO SERVICES (Page 2•uf� « Public Liability — COTTON, SHIRES AND ASSOCIATES, INC. is a California Corporation protected by Worker's Compensation Insurance (and/or Employer's Liability Insurance), and by Public Liability Insurance for bodily injury and property damage, and will furnish certificates thereof upon request. We assume the risk of damage to our own supplies and equipment. If your contract or purchase order places greater responsibilities upon us or requires further insurance coverage, we, if specifically directed by you, will procure additional insurance (if procurable) to protect us at your expense, but we shall not be responsible for property damage from any cause, including fire and explosion, beyond the amounts of coverage of our insurance. Standard of Care and Professional Liability — In performing professional services, CSA shall use that degree of care and skill ordinarily exercised under similar circumstances by members of our profession at the time the services are performed. No other representation or warranty, express or implied, is made or intended in this Agreement, by our proposal for consulting services, by our furnishing oral opinion or written reports, or by our inspection or work. However, should we or any of our professional employees be found to have been negligent in the performance of professional services or to have made and breached any express or implied warranty, you agree that the maximum aggregate amount of your recovery against us and/or said professional employees shall be limited to $50,000 or the amount of the fee paid us for professional services as computed under the SCHEDULE OF CHARGES, whichever amount is greater. Moreover, client agrees to indemnify us against damages in excess of $50,000 or the amount of our fee, whichever amoimt is greater, arising from suits brought against us by third parties, in connection with our work performed on your project. Notices — All notices in writing to be given hereunder by either party to the other party shall be served by tette r or sent by facsimile. Assam -- Neither this agreement nor the benefits or obligations under this Agreement shall be sold, assigned or transferred by either party to any third parties including subsidiary or affiliated companies without the prior written approval of the other party, with such approval not to be unreasonably withheld by either. In the event the approval is given by either for assignment or transfer, such an approval shall not relieve either from any liability and/or responsibility under the Agreement. Termination/Cancellation -- Client and CSA will have the right to terminate this Agreement for their convenience by giving ten (10) days prior written notice. After termination, CSA will be reimbursed for services rendered and necessary expenses incurred to the termination date upon submission to Client of detailed supporting invoices. The obligations of paragraphs 3, 4, and 6 remain in effect after termi nation. Change in Scope of Work -- If, during the performance of the work under this Agreement, it is determined that the scope of work has expanded or changed such that additional expenditures are required, the client shall be notified and,approval from the client shall be received prior to the performance of the additional services. Dispute Resolution — CSA and Client recognize that disputes arising under this Agreement are best resolved at the working level by the parties directly involved. Both parties are encouraged to be imaginative in designing mechanism and procedures to resolve disputes at this level. Such efforts shall include the referral of any remaining issues in dispute to higher authority within each participating party's organization for resolution. Failing resolution of conflicts at the organizational level, CSA and Client agree that any remaining conflicts arising out of or relating to this Agreement shall be submitted to non-binding mediation unless CSA and Client mutually agree otherwise. if the djspute is not resolved through non-binding mediation, then the parties may take other appropriate action subject to the other terms of this Agreement. Neither party shall hold the other responsible for damages or delay in performance caused by acts of God, strikes, lockouts, accidents or other events beyond the reasonable control of the other party, its employees or agents. Should litigation or arbitration occur between the parties relating to the provisions of this Agreement, all litigation or arbitration expenses, collection expenses, witness fees, court costs and attorneys' fees reasonably incurred by the prevailing party shall be paid by the non-prevailing party. Governing Law -- The validity, performance, and construction of this Agreement, and the relationship between Client and CSA shall be governed and interpreted in accordance with the substantive laws of California, United States of America, without regard to its choice of ]aw rules. This Agreement shall be construed as to its fair and not strictly for or against either party. lobsite Safety - Neither the professional activities of CSA, nor the presence of CSA employees and CSA subconsultants at a construction site, shall relieve the contractor and any other entity of their obligations, duties and responsibilities including, but not limited to, construction means, methods, sequence, techniques or procedures necessary for performing, superintending or coordinating all portions of the Work of construction in accordance with the contract documents and any health of safety precautions required by any regulatory agencies. CSA and its personnel have no authority to exercise any control over any construction contractor or other entity or their employees in connection with their work or any health or safety precautions. The Client agrees that the general contractor and its various subcontractors are solely responsible for jobsite safety, and warrants that this intent shall be made evident where appropriate in the Client's agreements with other contractors. if the Client is a Contractor or Subcontractor on the Project, the Client also agrees that the Client, CSA, and CSA's consultants shall be indemnified and shall be made additional insureds under the client's general liability insurance policy; in other cases, the Client agrees to arrange for this indemnification and additional insureds under the General Contractor's general liability insurance policy. Field Exploration — Unless otherwise agreed, the client shall furnish right-of-entry on land for planned field operations. The client shall also provide CSA with locations and depths of buried utilities and structures. CSA shall take responsible precautions to minimize damage to land from use of equipment, but our fee does not include cost of restoration of damage resulting from our exploration operations. CSA shall not be liable for damage or injury arising from damage to subterranean structures (pipes, tanks, telephone cables, etc.) which are not called to our attention and correctly shown on plans furnished to us. Miscellaneous - In the event of any litigation or proceeding involving CSA and Client, the prevailing party shall be entitled to recover its reasonable legal. fees, expert fees, and normal employee rates and associated costs from the non-prevailing party. Failure by Client to object to any of the terms and conditions contained in this Agreement before the commencement of services by CSA will be deemed an acceptance of such terms and conditions. Notwithstanding anything to the contrary in this Agreement, CSA and Client agree that neither party shall be liable for any special, indirect, consequential, lost profits, or punitive damages. If any term, condition, or provision of this Agreement is found unenforceable by a court of law or equity, this Agreement shall be construed as though that term, condition, or provision did not exist, and its unenforceability shall have no effect whatsoever on the rest of this Agreement. COTTON, SHIRES AND ASSOCIATES, INC. LOS ALTOS HILLS August 15, 2016 Michael Murdter Roads & Airports Dept. 101 Skyport Dr. San Jose, CA 95110 Dear Michael: Please find an original, signed Cost Sharing Agreement between the County and Town Relating to Geotechnical Consulting Services for a Subsurface Investigation of a Portion of Eastbrook Avenue. Kindly return a copy of the fully executed agreement. If you have any questions, please do not hesitate to contact me. Sincerely, Deborah Padovan City Clerk 26379 Fremont Road Los Altos Hills California 94022 650/941-7222 Fax 650/941-3160 COST SHARING AGREEMENT BETWEEN THE COUNTY OF SANTA CLARA AND THE TOWN OF LOS ALTOS HILLS RELATING TO GEOTECHNICAL CONSULTING SERVICES FOR A SUBSURFACE INVESTIGATION OF A PORTION OF EASTBROOK AVE. THIS AGREEMENT is made effective this day of , 2016 by and between the County of Santa Clara, a political subdivision of the State of California, hereinafter referred to as "COUNTY" and the Town of Los Altos Hills, a general law city of the State of California, hereinafter referred to as "TOWN" (collectively the "PARTIES"). RECITALS WHEREAS, TOWN is considering annexing a number of parcels in the unincorporated area of the COUNTY adjacent to the TOWN including a portion of Eastbrook Ave.; and WHEREAS, Eastbrook Ave. is currently a COUNTY -maintained road; and WHEREAS, TOWN and COUNTY wish to determine the overall condition of Eastbrook Ave. by pursuing a subsurface investigation of the relevant portion(s) (the "PROJECT"); and WHEREAS, TOWN has retained a qualified geotechnical consultant to perform the PROJECT, the scope and cost of which is set forth in Exhibit A; and WHEREAS, COUNTY and TOWN wish to share the cost of the PROJECT equally; and WHEREAS, TOWN is willing to assume full responsibility for performing the PROJECT; and WHEREAS, COUNTY contracting procedures require a written agreement with TOWN to effectuate payment; NOW, THEREFORE, in consideration of their mutual promises and agreements, and subject to the terms, conditions, and provisions hereinafter set forth, the parties hereto agree as follows: AGREEMENT COMPENSATION COUNTY and TOWN each agree to pay one-half of the cost of the PROJECT as shown in Exhibit A. COUNTY shall pay TOWN and TOWN shall accept from COUNTY the lump sum of Thirteen Thousand Two Hundred and Fifty Dollars and Zero Cents ($13,250) or one-half of the actual consultant cost related to the PROJECT, whichever is less. Agreement between the County of Santa Clara and the Town of Los Altos Hills related to Eastbrook Ave. Page 1 of 4 V �� 2. COMPLETION OF PROJECT TOWN shall have full responsibility for completion of the PROJECT. COUNTY will have no responsibility to perform the work, 3. INVOICE Upon full execution of the AGREEMENT by both parties, TOWN shall forward to COUNTY, within thirty (30) days, an invoice for the lump sum amount, specified in paragraph (1). The invoice shall be sent to the designated individual to receive notice on behalf of COUNTY as set forth in Section 5 below. 4. HOLD HARMLESS/INDEMNIFICATION Neither of the respective PARTIES, their respective governing body, 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 frilly indemnify and hold the other hannless 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 COUNTY or TOWN 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 Party or such person or entities as are specifically authorized and empowered by the respective Party to act for the Party. NOTICES All correspondence relating to the AGREEMENT, including all notices required may be delivered by first class mail addressed to the appropriate party at the following addresses: COUNTY: Michael Murdter, Director Roads and Airports Department 101 Skyport Drive San Jose, CA 95110-1302 CITY: Carl Cahill, Town Manager Town of Los Altos Hills 26379 Fremont Rd. Los Altos Hills, CA 94022 Agreement between the County of Santa Clara and the Town of Los Altos Hills related to Eastbrook Ave, Page 2 of 4 6. ADDITIONAL PROVISIONS a. TOWN shall provide to COUNTY a copy of all reports prepared by its selected geotechnical consultant, all correspondence between the TOWN and its consultant, and any other documentation related to the PROJECT. b. 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 COUNTY and TOWN. C. This AGREEMENT shall be governed and construed in accordance with the laws of the State of California. d. All changes or extensions to this AGREEMENT must be in writing in the form of an amendment and approved by both parties. e. 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. f. This Agreement shall not be construed or deemed 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. g. 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. h. This Agreement contains the entire Agreement between COUNTY and. TOWN relating to the PROJECT. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. H H H H H H Agreement between the County of Santa Clara and the Town of Los Altos Hills related to Eastbrook Ave. Page 3 of 4 IN WITNESS WHEREOF, the parties have executed the AGREEMENT the day and year set forth above. TOWN OF LOS ALTOS HILLS, a ge al law city Y B a Date:I� _ Carl Cahill, Town Manager APPROVED AS T 07: r -- By: 1R... _. Date: Io XI Steve Mattas, Town Attorney COUNTY: COUNTY OF SANTA CLARA By Date: Michael Murdter, Director Roads and Airports Department By:. Date: Sylvia Gallegos Office of the County Executive APPROVED AS TO FORM AND LEGALITY: By: Date: Christopher Cheleden Lead Deputy County Counsel Agreement between the County of Santa Clara and the Town of Los Altos Dills related to Eastbrook Ave. Page 4 of 4