WHEREAS, SUNNYVALE and CUPERTINO contemplate construction of the traffic control signal system and safety lighting at the intersection of HOMESTEAD ROAD and BELLEVILLE WAY and BARANACA DRIVE, referred to herein as "PROJECT", and desire to specify the terms and conditions under which such systems are to be installed, financed and maintained.

WHEREAS, SUNNYVALE and CUPERTINO have entered into a cost sharing agreement on May 1991 regarding the traffic control signal system and safety lighting at the intersection of HOMESTEAD ROAD and BLUE JAY DRIVE, which Agreement provided by Section II(2) (a copy of which is attached as Exhibit A) for SUNNYVALE to reimburse CUPERTINO for fifty percent (50%) of the maintenance and operating costs of that traffic signal system and safety lighting.

WHEREAS, this new Agreement provides for CUPERTINO to take primary responsibility for the traffic control signal system at HOMESTEAD ROAD and BLUE JAY DRIVE as described herein, and for SUNNYVALE to take primary responsibility for the traffic control system at the intersection of HOMESTEAD ROAD and BELLEVILLE WAY and BARANCA DRIVE as described herein.

SECTION I

1. To provide advertisement, bid opening, award of the contract, contract administration, and all necessary construction engineering services for the PROJECT.
   
2. Prior to advertisement for construction of PROJECT, to submit plans, specifications and estimates to CUPERTINO for review and concurrence as to conformity to CUPERTINO’S standards and/or existing facilities.
   
3. To provide for the construction of PROJECT by contract in accordance with the plans, specifications and estimates of SUNNYVALE.
   
4. To provide an amount equal to one hundred percent (100%) of the expense of preparation of plans, specifications and estimates, construction engineering, construction costs and necessary traffic signal equipment purchase required to complete the PROJECT, subject to the partial reimbursement by CUPERTINO as set forth below.
   
5. To operate and maintain the PROJECT upon completion. SUNNYVALE shall pay for all costs of maintenance and operation of the traffic control signal system and safety lighting.

1. Prior to award of contract for construction of PROJECT, CUPERTINO shall review the plans, specifications and estimates for conformity to CUPERTINO’S standards and/or existing facilities.
   
2. Upon completion of PROJECT, CUPERTINO shall reimburse SUNNYVALE fifty percent (50%) of the expense of preparation of plans and specifications, construction engineering, construction costs and necessary traffic signal equipment purchase required to complete the PROJECT.
   
3. Upon completion of PROJECT, CUPERTINO shall take sole responsibility for all costs of maintenance and operation of the traffic control signal system and safety lighting for the traffic control signal system at the intersection of HOMESTEAD ROAD and BLUE JAY DRIVE.

1. SUNNYVALE shall not approve a contract for the construction of PROJECT until after receipt of CUPERTINO’S approval of the plans, specifications and estimates required in SECTIONS I and II, above.
   
2. Neither SUNNYVALE 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 CUPERTINO under or in connection with any work, authority, or jurisdiction delegated to CUPERTINO under this Agreement. It is also agreed that, pursuant to Government Code Section 895.4, CUPERTINO shall fully indemnify and hold SUNNYVALE harmless from any liability imposed for injury (as defined by Government Code Section 810.8) occurring by reasons of anything done or omitted to be done by CUPERTINO under or in connection with any work, authority or jurisdiction delegated to CUPERTINO under this Agreement.
   
3. Neither CUPERTINO 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 SUNNYVALE under or in connection with any work, authority or jurisdiction delegated to SUNNYVALE under this Agreement. It is also agreed that, pursuant to Government Code Section 895.4, SUNNYVALE shall fully indemnify and hold CUPERTINO harmless from any liability imposed for injury (as defined by Government Code Section 810.8) occurring by reasons of anything done or omitted to be done by SUNNYVALE under or in connection with any work, authority or jurisdiction delegated to SUNNYVALE under this Agreement.
   
4. Should any portion of PROJECT be financed with Federal funds or State Gas Tax funds all applicable procedure and policies relating to the use of such funds shall apply notwithstanding other provisions of this Agreement.
   
5. In the construction of the work, SUNNYVALE will furnish a representative to perform the usual functions of a Resident Engineer. CUPERTINO may, at no cost to SUNNYVALE, furnish a representative, if they so desire. The representative and Resident Engineer will cooperate and consult with each other, but the orders of SUNNYVALE’S engineer shall be final.
   
6. If existing public and private utilities conflict with the construction of PROJECT, SUNNYVALE and CUPERTINO will make all necessary arrangements with the owners of such utilities for their removal or relocation. Encroachment permits will be issued by either SUNNYVALE or CUPERTINO, depending upon the location of the utility for which removal is required by the PROJECT. All private utilities and public utilities not owned by either SUNNYVALE or CUPERTINO, shall be required to remove or relocate at their own cost. The cost of removing or relocating public utilities owned by either SUNNYVALE or CUPERTINO shall be shared equally by the two cities.
   
7. CUPERTINO hereby grants to SUNNYVALE and its agents and contractors all necessary authority to perform within the boundaries of CUPERTINO any and all work required to perform the terms of this Agreement, and agrees to provide such documentation as may be required by CUPERTINO to confirm such authority.
   
8. The parties agree that this Agreement shall supercede and amend Section II(2) of the May 1991 Agreement between SUNNYVALE and CUPERTINO for the traffic control signal system and safety lighting at the intersection of HOMESTEAD ROAD and BLUE JAY DRIVE, which required SUNNYVALE to pay half the cost of maintaining and operating the traffic control signal system and safety lighting at that intersection. Such costs shall be borne entirely by CUPERTINO as detailed herein.