AGREEMENT RE INCLUSION OF HOUSES | ||||||||||
THIS AGREEMENT RE INCLUSION OF HOUSES IN SOUND INSULATION BID DOCUMENTS (the "Agreement") is entered into as of the ____ day of__________________, 2002 by and between the CITY OF SAN BRUNO, herein referred to as the "City," and the COUNTY OF SAN MATEO, herein referred to as the "County." | ||||||||||
Recitals | ||||||||||
WHEREAS, City will be advertising and awarding a construction contract for the sound insulation of 184 houses within the City of San Bruno ("City Houses"); and | ||||||||||
WHEREAS, there are three property owners that own five houses within the County, which houses are more particularly described in Exhibit A attached hereto and incorporated herein by this reference and which are herein referred to as "County Houses," that have requested participation in the County's program to fund the sound insulation of homes that are considered noncompatible under the Airport's State Variance; and | ||||||||||
WHEREAS, County has requested that City include the County Houses in its public bidding process for the sound insulation of the City Houses; and | ||||||||||
WHEREAS, City has agreed to include the County Houses in its public bidding process subject to certain terms and conditions; and | ||||||||||
WHEREAS, City and County desire to enter into an agreement providing for the inclusion of the County Houses in the City's bid documents. | ||||||||||
Terms and Conditions | ||||||||||
NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby mutually agree as follows: | ||||||||||
1. |
Incorporation of County Houses in City's Bid Documents. City agrees to include the County Houses in its bid documents being issued in connection with the sound insulation of the City Houses. The County Houses shall be listed as additive items in the bid documents, with each house listed as a separate line item. | |||||||||
2. |
Bid Documents. The City shall be solely responsible for preparing the bid documents, advertising for bids and any contract revisions or addenda, provided, however, that any and all reasonable costs associated with the County Houses shall be paid by the County. The County agrees to submit to City in a timely manner any and all information and documents required by City during the preparation of the bid documents and the public bidding process. | |||||||||
3. |
Construction Contract. The County shall prepare a construction contract for the sound insulation of the five (5) County Houses. The construction contract shall be included in the bid documents and shall be submitted to City in a timely manner. The bid documents shall specify that a separate construction contract may be awarded for the County Houses. County shall be solely responsible for any and all costs and expenses associated with the sound insulation of the County Houses and the construction contract for the sound installation of the County Houses. | |||||||||
4. |
Consulting Services. | |||||||||
4.1. |
The City and the County have entered into separate agreements for consulting services, such as program management, architectural, acoustical and hazardous materials services, and shall be responsible for their own costs with respect to these services. | |||||||||
4.2. |
The County agrees to make its consultants available to City, at the County's sole cost and expense, as City reasonably requires during the preparation of the bid documents and public bidding process, provided that County is only liable for those costs and expenses that are reasonably necessary and related to the County Houses. | |||||||||
5. |
Award Based on Base Contract. City and County agree that the construction contract for the sound insulation of the City Houses shall be awarded in accordance with state law and that the lowest bid shall be the lowest total of the bid prices on the base contract and the County Houses listed as additive items. In accordance with Public Contract Code Section 20103.8, the bid documents shall specify how the lowest bid shall be determined. City shall be solely responsible for determining the lowest, responsible bidder. Thereafter, the County may award, in its sole discretion, a construction contract for the County Houses. | |||||||||
6. |
City Discretion to Reject All Bids. Notwithstanding any other term of this Agreement to the contrary, upon receiving and opening bids, the City may, in its sole discretion, determine to reject all bids for the sound insulation of the City Houses. County acknowledges that if City determines to reject all bids, the County may not award a construction contract. | |||||||||
7. |
Availability of County's Designated Engineer. County agrees to designate an Engineer of Record, with whom City shall communicate during the preparation of the bid documents and public bidding process. The Engineer of Record shall be available to City, at County's sole cost and expense, to answer any questions or provide support that is reasonably necessary and relates to the County Houses. | |||||||||
8. |
Bid Documents. | |||||||||
8.1. |
The bid documents shall include a provision stating that the City, its officers, agents and employees and the County, its officers, agents and employees shall be named as Additional Insureds on the insurance polices required to be provided by the contractor pursuant to the bid documents. | |||||||||
8.2. |
The bid documents shall include a provision stating that the contractor shall defend, indemnify and hold the City, its officers, agents and employees and the County, its officers, agents and employees harmless from and against any and all claims, liabilities, losses, damages, costs, or expenses, including reasonable attorneys' fees, consultants' fees, expenses, awards, fines, penalties, or judgments of whatsoever kind or nature, whether arising before or after completion of the sound insulation of the City Houses and County Houses, that are in any manner directly or indirectly caused, occasioned or contributed to in whole or in part, or claimed to be caused, occasioned or contributed to in whole or in part, through any act, omission, fault or negligence, whether active or passive, of the contractor, or anyone acting under the contractor's direction, control, or on its behalf in connection with or incident to the sound insulation of the City Houses and the County Houses. | |||||||||
9. |
Indemnification. | |||||||||
9.1. |
County's Indemnification of City. To the fullest extent permitted by law, County shall defend, indemnify and hold the City, its officers, agents, employees and contractors harmless from and against any and all claims, liabilities, losses, damages, costs, or expenses, including reasonable attorneys' fees, consultants' fees, expenses, awards, fines, penalties, or judgments of whatsoever kind or nature, whether arising before or after completion of the sound insulation of the County Houses, that are in any manner directly or indirectly caused, occasioned or contributed to in whole or in part, or claimed to be caused, occasioned or contributed to in whole or in part, through any act, omission, fault or negligence, whether active or passive, of County, or anyone acting under County's direction, control, or on its behalf in connection with or incident to this Agreement or the sound insulation of the County Houses, even though the same may have resulted from the joint, concurring or contributory negligence, whether active or passive, of City, unless the same shall be caused by the sole negligence or willful misconduct of the City. Without limiting the generality of the foregoing, the same shall include injury or death to any person or persons and damage to any property, regardless of where located. | |||||||||
9.2. |
City's Indemnification of County. To the fullest extent permitted by law, City shall defend, indemnify and hold the County, its officers, agents, employees and contractors harmless from and against any and all claims, liabilities, losses, damages, costs, or expenses, including reasonable attorneys' fees, consultants' fees, expenses, awards, fines, penalties, or judgments of whatsoever kind or nature, whether arising before or after completion of the sound insulation of the City Houses, that are in any manner directly or indirectly caused, occasioned or contributed to in whole or in part, or claimed to be caused, occasioned or contributed to in whole or in part, through any act, omission, fault or negligence whether active or passive of City, or anyone acting under City's direction, control, or on its behalf in connection with or incident to the sound insulation of the City Houses, even though the same may have resulted from the joint, concurring or contributory negligence, whether active or passive, of County, unless the same shall be caused by the sole negligence or willful misconduct of the County. Without limiting the generality of the foregoing, the same shall include injury or death to any person or persons and damage to any property, regardless of where located. | |||||||||
10. |
Failure to Comply with Terms of this Agreement. | |||||||||
10.1. |
City's Right to Terminate. If County fails to comply with the terms of this Agreement, City may provide County with written notice that County is not in compliance with this Agreement and that County must be in compliance within five (5) business days after receipt of said written notice or that the City may, in its sole discretion, terminate this Agreement and proceed with the public bidding process with respect to the City Houses only. | |||||||||
10.2. |
County's Right to Terminate. If City fails to comply with the terms of this Agreement, County may provide City with written notice that City is not in compliance with this Agreement and that City must be in compliance within five (5) business days after receipt of said written notice or that County may, in its sole discretion, terminate this Agreement. In the event that the County terminates this Agreement, City shall proceed with the public bidding process with respect to the City Houses only and City shall be under no further obligation to County under the terms of this Agreement. In addition, County shall remain liable to City for any and all costs incurred by City under the terms of this Agreement prior to the County's notice of termination. | |||||||||
11. |
Entire Agreement. This Agreement represents the entire understanding of County and City as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered herein. This Agreement may not be modified or altered except in writing signed by both parties. | |||||||||
12. |
Amendment. This Agreement may be amended from time to time by written agreement of the parties hereto. | |||||||||
13. |
Time of the Essence. Time is of the essence of this Agreement. | |||||||||
14. |
Written Notification. Any notice, demand, request, consent, approval or communication that either party desires or is required to give to the other party shall be in writing and either served personally or sent by prepaid, first-class mail. Any such notice, demand, etc., shall be addressed to the other party at the address set forth hereinbelow. Either party may change its address by notifying the other party of the change of address. Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section. | |||||||||
If to City: |
Mr. George Foscardo | |||||||||
Community Development Director | ||||||||||
City of San Bruno | ||||||||||
567 El Camino Real | ||||||||||
San Bruno, CA 94066 | ||||||||||
If to County: |
Marcia Raines | |||||||||
Director, Environmental Services Agency | ||||||||||
455 County Center | ||||||||||
Redwood City, CA 94063 | ||||||||||
15. |
Waiver. No failure on the part of either party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder. | |||||||||
16. |
Execution. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart. | |||||||||
17. |
Authority. Each party executing this Agreement on behalf of a party represents and warrants that such person is duly and validly authorized to do so on behalf of the entity it purports to bind and if such party is a partnership, corporation or trustee, that such partnership, corporation or trustee has full right and authority to enter into this Agreement and perform all of its obligations hereunder. | |||||||||
IN WITNESS WHEREOF, the City and the County have executed this Agreement as of the date first above written. | ||||||||||
CITY: |
COUNTY: | |||||||||
CITY OF SAN BRUNO |
COUNTY OF SAN MATEO | |||||||||
By: |
By: |
|||||||||
Its: |
Community Development Director |
Its: |
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APPROVED AS TO FROM: |
APPROVED AS TO FROM: | |||||||||
City Attorney |
County Counsel | |||||||||
EXHIBIT "A" | ||||||||||
Description of County Houses | ||||||||||
235 Country Club, South San Francisco, CA 94080 | ||||||||||
237 Country Club, South San Francisco, CA 94080 | ||||||||||
200 Alta Vista, South San Francisco, CA 94080 | ||||||||||
202 Alta Vista, South San Francisco, CA 94080 | ||||||||||
270 Alta Vista, South San Francisco, CA 94080 | ||||||||||