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1985-167-A-Authorizing Water And Sewer Extension AgreementRESOLUTION NO. 1985 - 167 -A RESOLUTION AUTHORIZING WATER AND SEWER EXTENSION ,AGREEMENT RESOLVED, by the Town Council of the Town of Las Gatos, County of Santa Clara, State of California, that the TOWN OF LOS GATOS enter into that agreement entitled "WATER AND SEWER EXTENSION AGREEMENT ", with Donald D. Howard and Jo A. Howard, a copy of which is attached hereto, and that the Mayor is authorized, and he is hereby directed, to execute said agreement in the name and in behalf of the TOWN OF LOS GATOS. FURTHER RESOLVED, that the Town Clerk is hereby directed to record said agreement with the County Recorder of Santa Clara County. PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos held on 2nd day of December 19 by the following vote: AYES: COUNCIL MEMBERS Joanne Benjamin, Eric D. Carlson, Thomas J. Ferrito Brent P1. Ventura and 'Mayor Terrence J. Daily 140ES: COUNCIL MEMBERS None ABSTAIN: ABSENT: COUNCIL COUNCIL MEMBERS MEMBERS None None SIGNED: /,,-? ATTEST: CLERK OF THE T014N OF LOS G S 0 RECORDING REQUESTED BY: Town of Los Gatos WHEN RECORDED MAIL TO: Town Clerk Town of Los Gatos P.O. Box 949 Los Gatos, California 95031 NO FEE - GOVERNMENT CODE SECTION 6103 SEWER AND WATER EXTENSION AGREEMENT THIS AGREEMENT, made by TOWN OF LOS GATOS (hereinafter referred to as "TOWN ") and DONALD D. HOWARD AND JO A. HOWARD (hereinafter referred to as "OWNERS "); WHEREAS: (a) The land referred to in this Agreement is located at 16541 CYPRESS WAY and described in the attached Exhibit "A" and for brevity is referred to as "LAND." (b) OWNERS are the owners of LAND and have installed a septic tank system and connected to a private water system in order to provide temporary water and sanitary sewer service for LAND. (c) It is probable that, at some future date, sewer and water mains and related facilities will be installed in an easement or public right -of -way, adjacent to LAND, by special assessment proceedings or other means. (d) OWNERS, as a condition of approval of Architecture and Site Application No. S- 84 -40A, and in order to permit development consistent with public health, safety and welfare, are required to connect to said water main and server main when installed. THEREFORE, the parties agree as follows: 1. Permission to Utilize Septic Tank System: TOWN hereby grants OWNERS permission to utilize said private water system and said septic tank system to provide temnorary water and sanitary service to LAND. 2. Future Payment of Share of Sewer and Water System Extension Costs: OWNERS shall participate in the cost of construction of a permanent water system and sewer system to serve LAND in one of the following manners: A. In the event TOWN shall, within 20 years of the date of this Agreement, institute special assessment proceedings for installation of said water or sewer system, OWNERS shall consent thereto, shall not protest said proceedings, and shall pay their share of the cost thereof assessed to their property. op B. In the event said water or sewer systems are installed within twenty (20) years of the date of this Agreement without special assessment proceedings, after installation and acceptance by TOWN, and within ninety (90) days of receiving a statement therefor from the TOWN, the OWNERS shall pay their share of the cost thereof. The OWNERS' share shall bear the same proportional ratio of the entire cost of extending the water or sewer facilities as the number of building sites on OWNERS' property bears to the total number of building sites served by the extension. C. The OWNERS shall abandon the septic tank system and their connection to the private water system at their own cost and connect to the permanent sewer main and water system within ninety (90) days after notice from TOWN that permanent facilities are available. 3. This Agreement shall not prevent challenge of the assessment formula by the OWNERS or their successors in interest. 4. This Agreement shall be recorded, shall run with the LAND and shall bind the OWNERS and their successors in interest. IN WITNESS WHEREOF, the parties have executed this Agreement, in duplicate, the day of �, 1985, TOWN OF LOS GATOS MAYOR --= ATTEST: APPROVED AS TO FORM: D DTTED /�:el- �cS DATM- UAILU- UA Tti) -2- (ENOl /CYPRE) I All that real property situate in the Town of Los Gatos, County of Santa Clara, State of California, described as follows: Beginning at a spike in a clump of trees at the Northeasterly corner of that certain 12 acre tract of land described in the Deed from Lillian Morris to Lillian Morris and Vere C. Morris, her husband, dated October 4, 1950 and recorded October 9, 1950 in Book 2070 of Official records, page 139, Santa Clara County Records; thence along the Easterly boundary of said 12 acre tract of land S. 34° 341E. 79.86 feet; thence S. 9` 45'E. 186.12 feet; and thence S. 2" 30' W. 53.23 feet to an iron pipe; thence leaving the Easterly boundary of said 12 acre tract of land and running parallel with the North line thereof, West 307.93 feet to an iron pipe; thence at right angles North 302.23 feet to an iron pipe set on the North line of said 12 acre tract of land; thence along the North line of said 12 acre tract of land East 233.20 feet to the point of beginning, being a portion of Lot 3 and the Southeast one - quarter of the Southeast one - quarter of Section 22, Township 8 South, Range 1 West, Mount Diablo Base and Meridian, and containing 2 acres of land, more or less, as surveyed January 1955 by Raymond W. Fisher, Registered Civil Engineer,'SAn Jose,, California. Property Address: (ENGO1 /CYPRESS) RESOLUTION NO. 1985 -167 RESOLUTION AUTHORIZING AGREEMENT WITH RUTH AND GOING, INC. RESOLVED, by the Town Council of the Town of Los Gatos, County of Santa Clara, State of California, that the TOWN OF LOS GATOS enter into that agreement entitled, AGREEMENT BETWEEN THE TOWN OF LOS GATOS AND RUTH AND GOIM , INC. FOR PROFESSIONAL ENGINEERING SERVICES IN CONNECTION WITH LOS GATOS BOULEVARD IMPROVEMENTS, a copy of which is attached hereto, and that the Mayor is authorized and he is hereby directed to execute said agreement in the name and in behalf of the TOWN OF LOS GATOS. PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos held on the 18th day of November 1985 by the followinn vote: AYES: COUNCIL MEMBERS Joanne Benjamin, Eric D. Carlson, Thomas J. Ferrito, Brent N. Ventura, and Mayor Terrence J. Daily NOES: COUNCIL MEMBERS None ABSTAIN: COUNCIL MEMBERS None ABSENT: COUNCIL MEMBERS None SIGNED: ATTEST: RE K 1OWN OF .cos Agreement Between The Town of Los Gatos and Ruth and Going, Inc. For Professional Engineering Services In Connection With Los Gatos Boulevard Improvements T: JN CLERK X35.026 AGREEMENT, dated for convenience �d -� 2 /J�5 , between the Town of Los Gatos, (hereinafter "town"), an Rut as �Gcing, Inc., (hereinafter "Engineer "): Witnesseth CID PY Recitals A. Town proposes to undertake 1) the design and construction of repairs to the existing pavement on Los Gatos Boulevard between Shannon Road and Lark Avenue; 2) the analysis of traffic operations within the Los Gatos Boulevard Corridor between Saratoga Avenue and Lark Avenue; 3) the design and construction of modifications to traffic control elements (signals, signs, striping and islands) between Saratoga Avenue and Lark Avenue. B. Town desires to secure professional engineering services necessary for design and construction of said project, and Engineer represents that Engineer possesses the unique, expert and professional qualifications, and expertise to provide such engineering services. NOW, THEREFORE, for and in consideration of their mutual promises and subject to the terms, provisions and conditions hereinafter set forth, the parties hereto do hereby agree as follows: ARTICLE I. ENGINEER'S SERVICES Engineer, at Engineer's sole cost and expense, and to the reasonable satisfaction of Town shall perform the services described in this Agreement. ITEM A. Design Surveys Engineer shall perform necessary field surveys to establish a horizontal control line (100' stationing) on Los Gatos Boulevard from Shannon Road to Lark Avenue. The control line shall appear in the field and on screened aerial photographic (1 " =20') strips placed on standard (24" x 3611) mylar sheets. Engineer shall also perform field surveys to tie the failed pavement areas to horizontal control line. Engineer shall also prepare screened aerial photographic strips (1 " =20' based on record data) on standard mylar sheets for Los Gatos Boulevard between Saratoga Avenue and Shannon Road. ITEM B. Pavement Reconstruction Design Engineer shall prepare plans for the construction of pavement reconstruction based on a report prepared for Town by Curtis /Herriman Engineering Consultants. Said plans shall show in detail, for construction purposes, the scope, details and measurements of the work to be performed and shall indicate and show such other engineering or design details which Town deems necessary for construction of the project. Engineer shall prepare -1- special provisions of the project based on State Standard Specifications and Standard Plan Details, said specifications shall include all provisions necessary to correctly define and control the construction work to be performed and shall include, but not be limited to, updated schedule setting forth the sequence in which the construction work shall proceed. Engineer shall prepare a construction cost estimate for the work shown on the plans and specified in the special provisions. Final submittal one set of reproducible originals of plans and special provisions ready for approval and signatures by Town staff. ITEM C. Systems Anaylsis Engineer shall conduct a systems analysis study of the traffic facilities within the Los Gatos Boulevard Corridor between Saratoga Avenue and Lark Avenue. The results of the study shall be presented in a report, with conceptual plans, consisting of recommendations for channelization and signal modification improvements, signal phasing, interconnect, timing, phasing and time delay and travel time analysis, bike lane disposition, and parking restriction recommendations. The Engineer shall be present when the findings of the study are presented to the Town Council for their adoption. ITEM D. Systems Design Engineer shall prepare plans for the construction of traffic systems modifications adopted by the Town Council at the conclusion of the systems analysis study phase of this project. Said plans shall show in detail, for construction purposes, the scope, details and measurements of the work to be performed and shall indicate and show such other engineering or design details which Town deems necessary for construction of the project. Engineer shall prepare special provisions of the project based on State Standard Specifications and Standard Plan Details, said specifications shall include provisions necessary to correctly define scope of the construction work to be performed and shall include, but not be limited to, updated schedule setting forth the sequence in which the construction work shall proceed. Engineer shall prepare a construction cost estimate for the work shown on the plans and specified in the special provisions. The plans, special provisions, and cost estimate shall be incorporated with the material prepared in Article I, Item B, so as to form a single bid package for advertizing by Town. ITEM E. Construction Support Engineer shall respond to Town to inquiries made, regarding the project during the advertising of the project for bids. Such response shall be in writing in the form of a letter or addendum to the construction documents. Engineer shall also assist Town in the evaluation of bids received for the construction of the project. After the Town's award of the construction contract to a licensed contractor (hereinafter called "Contractor ") , the Engineer shall provide the following engineering services during construction of the project: 1) Conduct a preconstruction conference. 2) Observe the Contractor's operation for general compliance with the contract documents. -2- 3) Sample and test materials used in the project for conformance to the contract documents. 4) Attend turn on of modified signal systems. 5) Administer the construction contract on behalf of Town. Administration shall include review of Contractor's submittals required by the specifications, preparing and recommending payment of monthly progress payment; preparing contract change orders, monitoring Contractor's progress, and maintaining communications between Town and Contractor. 6) Conduct a project acceptance walk- through with Town and Contractor. 7) Prepare "record drawings" of the completed project. ARTICLE II. SCHEDULE A. Upon execution of this Agreement, and after receipt of a Notice to Proceed, Engineer shall commence with the performance of service as specified below: 1) Design Survey and Pavement Repair, as defined in Items A and B of Article I, shall be completed with 40 calendar days after Notice to Proceed has been issued to the Engineer for its phases of work. 2) System Analysis Study, as defined in Item C of Article I, shall be completed within 50 calendar days after Notice to Proceed has been issued for this phase of work. 3) Systems Design, as defined in Item D of Article I, shall be completed within 25 calendar days after Notice to Proceed has been issued for this phase of work. 4) Construction Support, as defined in Item E of Article I, shall be provided "as needed" after Notice to Proceed has been issued for this phase of work, and shall be completed upon Town's acceptance of "record drawings ". The above services shall be completed by the completion dates respectively stated above unless said completion dates are extended in writing by the Towns Engineer. Engineer will be granted time extension for performance in the event that time schedules cannot be met for delays beyond its reasonable control, including but not limited to delays in performance by reason of strikes, lockouts, acts of God, or delays caused by failure of the Town to furnish information or to promptly review Engineers work. B. Engineer shall obtain, and keep in full force and effect, worker's compensation insurance necessary in connection with the performance of this Agreement to protect himself and its employees under the Worker's Compensation Insurance and Safety Act. Within thirty (30) days after the execution of this Agreement, Engineer shall file with Town Clerk, through the Town Engineer, a certificate of such insurance issued by an insurance company qualified to do business in the State of California. -3- ARTICLE III. DUTIES OF TOWN A. Subject to the provisions of Article I, Town shall, upon request of Engineer, furnish design criteria, including the Los Gatos Boulevard Pavement Rehabilitation Study. B. Town shall to the best of its ability, upon request of Engineer, make available to Engineer, such non - confidential project design data, survey notes, sewer plans, traffic studies and reports, and other project - related data which has been compiled for or relates to the project and which Town may lawfully release. C. Whenever any item of service set forth in Article I hereof is completed by Engineer and submitted to Town for approval, Town shall review the item and, if satisfactory, shall approve the same. If unsatisfactory, Town shall inform Engineer in writing of the changes or revisions necessary to acquire Town's approval. D. Town shall obtain necessary rights of entry to enable Engineer to enter upon public and private property, as required, in the performance of its services under this Agreement. E. Town shall provide environmental impact clearance, if required, for the project. F. Town shall do all work related to advertising, opening bids, award, and execution of contract. G. Town shall review for approval all contract changes orders. ARTICLE IV. MISCELLANEOUS PROVISIONS A. Independent Contractor - It is understood and agreed by and between the parties ereto t at Engineer, in the performance of this Agreement, shall act as and be an independent contractor and not an agent or employee of Town, that as an independent contractor Engineer, its agents or employees shall obtain no rights to retirement benefits or any other benefits which accrue to Town employees, and Engineer hereby expressly waives any claims it or its agents or employees may have to such rights. B. Written Amendments - Town may, from time to time, request changes in the scope of the services of Engineer to be performed hereunder. Such changes, including any increase or decrease in the amount of Engineer's compensation, which are mutually agreed upon by and between Town and Engineer, shall be incorporated in written amendments to this Agreement. C. Personnel - Engineer represents that it has or will secure, at its own expense aT7 personnel required in performing the services under this Agreement. Such personnel shall not be employees of or have any contractual relationship with Town. All of the services required hereunder will be performed by Engineer or under its supervision, and all personnel engaged in the work shall be fully qualified and shall be authorized or permitted under State and local law to perform such services. -4- D. Assignment - Engineer shall not assign any interest in this Agreement, and s —Hall not transfer any interest in the same (whether by assignment or novation), without the prior written consent of Town thereto; provided, however, that claims for money due or to become due Engineer from Town under this Agreement may be assigned to a bank, trust company, or other financial institution without such approval. Notice of any such assignment or transfer shall be furnished promptly to the Town. E. Approval of Consultants - Town shall have the right to approve the engineering, architectural a-n-dTor any other consultants retained by Engineer in connection with the performance of Engineer's services and duties under this Agreement, and such consultants must be approved by the Town Engineer before they are retained by the Engineer. It is understood and agreed by and between the parties hereto that such right of approval shall in no way lessen, limit or otherwise affect the duties or obligations of Engineer hereunder, or the services to be performed by Engineer hereunder. Any work or services subcontracted hereunder shall be specified by written contract or Agreement and shall be subject to each provision of this Agreement. F. Audit of Engineer's Records - The books, papers, records and accounts, o -Engineer, structural, mechanical and electrical engineers, or of any other consultants retained by Engineer, insofar as they relate to charges for services, or are in any way connected with the work herein contemplated, shall be open at all reasonable times to inspection and audit by the agents and authorized representatives of Town. Said records shall be retained for a minimum of three (3) years after completion of services. G. Written Notice - All reports and documents which Engineer is required to furnis iT o Town and any other writing which Engineer desires to give to Town shall be delivered to Town by delivering them to the Town Engineer, in person or by depositing them in the United States mail, postage prepaid, addressed to: Town Engineer, Town of Los Gatos, Civic Center, PO Box 949, Los Gatos, California 95031. Any notices or other writings which Town desires or is required to give or furnish to Engineer under this Agreement may be delivered by delivering same to Engineer in person or by depositing same in the United States mail, postage prepared address to: Ruth and Going, Inc. PO Box 26430 San Jose, CA 95159 The effective date of such written notice shall be the date of personal delivery of such notice or the date of deposit of the same in the United States mail. The address to which any notice or other writing may be delivered may be changed upon written notice by such party as above provided. H. Ownershi of Documents - All documents prepared by Engineer and required to e urnis ei�to Town, including but, not limited to the corridor analysis report, the final plans, reproducible final plans, and the detailed specifications and other contract documents, shall be the property of Town. -5- In the event the Town desires to reuse the plans, specifications or other contract documents in total or in part on this or any other site, or if the Tom desires to complete any uncompleted portion of the projects, Engineer shall be relieved of all responsibility for the construction resulting from such reuse unless the Town enters into an agreement with Engineer for services in connection therewith. Engineer shall not be entitled to any fees for such use of plans, specifications or other contract documents, unless the Town enters into an agreement with the Engineer for services in connection therewith. I. Indemnification and Insurance - Engineer is skilled in the professional calling necessary to the services and duties agreed to be performed by Engineer, and Town relies upon the skills and knowledge of Engineer. Engineer shall perform such services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the State of California. Engineer agrees to indemnify and hold harmless the Town, its officers, agents and employees, from and against any and all liability, claims, suits, loss, damages, costs and expenses arising out of or resulting from any negligent acts, errors or omissions of Engineer, its officers, employees, agents or subcontractors in the performance of their services under this contract. Engineer, at its sole cost and expense and for the full term of this Agreement or any renewal thereof, shall obtain and maintain at least all of the following minimum insurance requirements prior to commencing any work or receiving payments therefore under this contract: 1. COMPREHENSIVE GENERAL LIABILITY with minimum limits not less than $1,000,000 combined single limit for bodily injury and property damage providing the following coverages: (without deductibles): a. Premises Operations b. Independent Contractors C. Blanket Contractual d. Completed Operations 2. A COMPREHENSIVE BUSINESS AUTO policy with a minimum limit of not less than $500,000 combined single limit for bodily injury and property damage, providing at least all of the following coverages (without deductibles): a. Coverages shall be applicable to any and all leased, owned, hired, or non -owned vehicles used in pursuit of any of the activities associated with this contract. 3. WORKER'S COMPENSATION AND EMPLOYERS' LIABILITY policy written in accordance with the laws of the State of California and providing coverage for any and all employees of Engineer: a. This policy shall provide coverage for Worker's Compensation (Coverage A). b. This policy shall provide coverage for $100,000 Employers' Liability (Coverage B). 4. A PROFESSIONAL LIABILITY ERRORS AND OMISSIONS policy in an amount not less than $1,000,000 aggregate. a. A deductible or self - insured retention is permissible on this policy. However, it shall not exceed $25,000 per occurrence. b. This policy shall provide for a contractual liability endorsement describing the contract(s) between the named insured and the Town. C. Any and all subcontractors of the contractor providing services of a professional nature shall be added to this policy as additional insureds or provide similar evidence of their own professional liability insurance to Town. S. ENDORSEMENTS: All of the following endorsements are required to be made a part of each of the above required policies as stipulated below: (For the Excess Liability policy only, identify on the Certificate of Insurance as "Following form "). a. "The Town of Los Gatos, its employees, officers, and agents are hereby added as additional insureds for general liability and auto coverages." b. "This insurance will act for each insured and additional insured as though a separate policy had been written for each. This, however, will not act to increase the limit of liability of the insuring company." C. Thirty (30) days prior written notice shall be given to Town of Los Gatos in the event of cancellation of this policy for whatever reason. d. Written notice shall be given Town of Los Gatos within ten (10) days after reduction in coverage, or non - renewal of this policy for whatever reason. e. Endorsements c and d listed above are the only of the above four en orsements required to be made a part of the Workers Compensation and Employers' Liability policy and the Professional Liability Policy. 6. PROOF OF COVERAGE: Copies of all the required ENDORSEMENTS shall be attached to the CERTIFICATE OF INSURANCE which ss a]—hTe prprovided by the Engineer's insurance company as evidence of the stipulated coverages. This Proof of Insurance shall then be mailed to: Town of Los Gatos Town Engineer PO Box 949 Los Gatos, CA 95031 In addition to the above indemnification, Engineer shall correct, at its expense, all errors which may be disclosed during the review of the plans. -7- J. Compliance - Engineer shall comply with applicable laws, ordinances and regulations of the Federal, State and Local governments, and Engineer shall defend, indemnify and hold harmless Town, its officers, agents and employees with respect to any claims or liability arising from or based on the violation of any such law, ordinance, or regulation in accordance with Engineer's standard of care noted in Item I of this Article IV. K. Safety of Persons on Construction Site - Town agrees to secure from all contractors an su contractors wor ing Tirectly or indirectly on the project, prior to commencement of work of any kind, a separate policy of insurance covering public liability, death and property damage naming Town and Engineer, and their employees and agents as insured, and Town shall require such contractors and subcontractors to maintain such insurance in effect and bear all costs for the same until the completion or acceptance of the work. Certificates of said insurance shall be delivered to Town and Engineer as evidence of compliance with this provisions. L. Assigns and Successors - This Agreement is to be binding on the rs heirs, successo, and assigns of the parties hereto, and shall not be assigned by either party without first obtaining the written consent of the other. M. Term - The term of this Agreement shall be from date of approval to the completion of the project to the satisfaction of Town, unless terminated earlier pursuant to Article VII. N. California Law to Govern - It is understood and agreed by and between the parties hereto tat t is Agreement shall be deemed and construed to be entered into and to be performed in the County of Santa Clara, State of California and it is further understood and agreed by and between the parties hereto that the law of the State of California shall govern the rights, obligations, duties and liability of the parties to this Agreement and also govern the interpretation of this Agreement. 0. Payment for Labor and Materials - Engineer shall promptly pay when due any an all amounts paya le NTT labor and materials furnished in the performance of this Agreement so as to prevent or make unnecessary the filing of any claim for lien or notice to withhold, and shall promptly pay all amounts due under the unemployment insurance act with respect to such work or labor. P. Waiver - Engineer agrees that waiver by Town of any one or more of the conditions of performance under this Agreement shall not be construed as waivers of any other condition of performance under this Agreement. Q. Confidentiality - All data, documents, discussions or other information eve eloped or received by or for Engineer in the performance of this Agreement are confidential and not to be disclosed to any person except as authorized by the Town Engineer or his designee, or as required by law. ARTICLE V. ENGINEER'S FEE Town agrees to pay Engineer, for and in consideration of the faithful performance of all the services and duties set forth in this Agreement, and agreed to be performed by Engineer, and Engineer agrees to accept from Town as and for full compensation for the faithful performance of all said services and duties an amount of money, hereinafter referred to as "Engineer's Fee ", which shall be determined in the manner set forth in the following paragraphs of this Article. Engineer's fee shall be a total sum of money determined as follows, except that the total fees shall not exceed the maximum amounts set forth in Article VI without an amendment to this Agreement. A. Direct Personnel Charges - The fee for services and duties specified in this Agreement an per orme y Engineer's employees shall be determined by multiplying the number of hours expended by the hourly rates of the attached fee schedule (hereinafter "Charge Rate Schedule "). The rate schedule is attached hereto as Exhibit "A", incorporated herein by reference. The Charge Rate Schedule for any work under Article I and which has been authorized and cannot reasonably by completed prior to July 1, 1986, shall annually on July I be increased proportionately to the increase in the labor costs set forth in the contract between Bay Counties Civil Engineers and Land Surveyors Association and Operating Engineers Unions of the local area. The maximum increases in compensation shall not exceed 11% per year for services covered by this Agreement. B. Direct Ex enses - Except as stated below for direct expenses the Engineer's ee s all Include an amount determined by multiplying actual costs by a factor of 1.25. Invoices shall list each item separately, together with its corresponding cost. Direct expenses include rental of special equipment, reproductions and blueprinting, aerial photography, outside data processing and computer services, but direct expenses for sub - consultants shall be actual cost multiplied by a factor of 1.10. Said Engineer's fee shall be full compensation to Engineer (for all costs to Engineer) of said services and duties herein agreed to be performed by Engineer, and all costs and expenses incurred by Engineer in connection with the performance of said duties and services, including but not limited to, cost of supplies, facilities and equipment, cost of labor and services of employees, engineers and consultants engaged by Engineer, traveling expenses, telephone costs, typing, duplicating and all items of general overhead. ARTICLE VI. FEE COMPENSATION Maximum fees shall be determined as follows: 1. The maximum fee for services specified under Item A, Design Surveys, of Article I shall be $11,500 2. The maximum fee for services under Item B, Pavement Reconstruction Design, of Article I shall be $23,500. IOU 3. The maximum fee for services under Item C, Systems Analysis, of Article I shall be $16,500. 4. The maximum fee for services specified under Item D, Systems Design, of Article I shall be set at the time Town adopts the design recommendations contained in the study report prepared under Item C of Article I. It is expected the maximum fee for this work will be $20,000. S. The fee for services under Item E, Construction Support of Article I shall be paid in accordance with the provisions of Article V for work requested by Town. The extent of services to be requested by Town is not known at this time. It is expected the maximum fee for work in Item E, Article I will be $47,000. The above maximum fees are subject to negotiation for any work remaining after January 1, 1987, for delays not the fault of the Engineer. Subject to the limitations hereinabove set forth in this Article as to the maximum amount of the Engineer's fee, said Engineer's fee shall be paid as follows: Engineer shall submit to Town an itemized statement of work completed during the preceding month. The amount due under such statement shall be due and payable within thirty (30) days after its submission if Town finds the bills correct and if the services described therein have been performed pursuant to the terms of this Agreement. Said progress billings shall, subject to the maximum fee for the particular services involved as set forth above, be based on the direct personnel charges and the direct expenses incurred during the month for which the billing is made. ARTICLE VII. CANCELLATION OF AGRERIENT OR SUSPENSION OF WORK Town may cancel this Agreement at any time, upon five (5) days written notice to Engineer, and Engineer agrees to cease all work under this Agreement not later than the effective date of such notice. In the event of cancellation of this Agreement by Town, Engineer shall receive as full compensation for all services and duties performed by Engineer and for all costs incurred in connection therewith not later than thirty (30) days after date of cancellation a sum of money to be determined as follows: 1. Engineer shall be entitled to retain any payments which may have been made to Engineer under the provisions of Article VI hereof prior to said cancellation. 2. For work on items of service on which a proceed order has been issued by Town but which have not been fully completed and approved and for which payment is not yet due, Engineer will be paid, provided the work actually rendered is to Town's satisfaction and is approved by Town, an amount of money based on direct personnel charges and direct expenses due for work done as of the time of such cancellation, provided, however, that in no event shall the amount to be paid under the forgoing provisions of this paragraph exceed the amount which would be paid Engineer under the provisions of Article V and Article VI hereof for the full performance of the particular item of service. -10- The Engineer shall, upon cancellation of this Agreement pursuant to this Article, submit to Town any of the work completed or partially completed as specified in Article I of the Agreement. ARTICLE VIII. ENTIRE AGREEMENT This Agreement contains the entire understanding between the parties with respect to the subject matter herein. There are no representations, agreements, arrangements, or understandings (whether oral or written) between or among the parties relating to the subject matter of this Agreement which are not fully expressed herein. This Agreement may not be amended except pursuant to a written instrument signed by all parties. WITNESS THE EXECUTION HEREOF the day and year first hereinabove written. APPROVED AS TO FORM: By -/ /gyp'' — Town Att y ATTEST -11- TOWN OF LOS GATOS By Town Mayor "Town" BY Title: Vic( President, Civil Engineering "Engineer" Ruth and Going, Inc. Address:PO Box 26430 San Jose, CA 9S1 S9 Telephone: (408) 297 -8273 Ruth and Going, Inc. EXHIBIT "A" Effective through July 31, 1986 Job Classification /Function Clerical /Word Processing Junior Drafter Drafter Senior Drafter Junior Engineering Technician Engineering Technician Senior Engineering Technician Junior Engineer Assistant Engineer Associate Engineer Senior Engineer Construction Coordinator Senior Surveyor Manager of Field and Survey Operations Principal Engineer 2- Person Field Party 3- Person Field Party Court Testimony Hourly Rate $35.25 26.25 32.50 36.75 36.75 44.25 54.25 44.25 54.25 64.25 73.75 73.75 73.75 73.75 93.25 114.00 140.00 89.50 to 158.00 (Field Rates include personnel, vehicle and normal field equipment, stakes and materials) Expenses Reproduction, communications and other expenses are billed at cost x 1.25. Consultant's charges are billed at cost x 1.10 Computer Services and Data Processing are billed at $0.50 per CPU (Central Processing Unit) second. Electronic Distance Measuring Equipment is billed at $25 per hour of use. Court Testimony is billed at a minimum of 8 hours per day. E -12 Architecture Engineering Planning Harry N. Lalor_ C.E Prss dent Donald Landberg. C. E. Sr. Vice President E Jack Chuetensen, AA V . A,chrecC,e Gerald De young, AICP V . Panning Bruce M_ McCrsh_ C E. VP. Ci v Englneanog Roger Redig, S.E_ CE VP Structura! Engineenng Michael D. Moo i. CE. Albert W. Ostofi. A;A Henry L Reynaud. LLS Poe L. Shaffer LLS Founders E Jackson Gorog.Jr. CE Leo W Ruff - Jr., C ., M.E. 919 The Alameda San Jose. CA 95126 (408) 297 -8273 Mailing Address. P.O. Box 26430 San Jose CA 95159 -6430