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1987-188-Approving Amendment No. 2 To The Agreement With Ruth And Going, Inc.RESOLUTION NO. 1987 -188 RESOLUTION APPROVING AMENDMENT NO. 2 TO THE AGREEMENT WITH RUTH AND GOING, INCORPORATED RESOLVED, by the Town Council of the Town of Los Gatos, County of Santa Clara, State of California, that the TOWN OF LOS GATOS execute Amendment No. 2 (a copy of which is attached hereto) to that certain agreement with Ruth and Going, Incorporated (a copy of which is attached hereto as Exhibit "B ") for engineering consulting services, and that the Mayor is authorized, and is hereby directed, to execute said Amendment No. 2 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 2 day of November 1987, by the following vote: AYES: COUNCIL MEMBERS Joanne Benjamin, Eric D. Carlson, and Robert L. Hamilton NOES: COUNCIL MEMBERS Thomas J. Ferrito and Mayor____ Brent N. Ventura ABSTAIN: COUNCIL MEMBERS ABSENT: COUNCIL MEMBERS SIGNED ATTEST: CLE K O OF LOS G MAYOR OF THE TOWN OF LOS GATOS AMENDMENT NO. 2 TO THE AGREEMENT BETWEEN THE TOWN OF LOS GATOS AND RUTH AND GOING, INC. FOR PROFESSIONAL ENGINEERING SERVICES lit CONNECTION WITH LOS GATOS BOULEVARD IMPROVEMENTS Amendment No. 2, dated for convenience i to the Agreement entitled "Agreement Between the Town of Los Gatos, and Ruth and Going, Inc. for Professional Engineering Services in connection with Los Gatos Boulevard ", and as amended on June 2, 1986. The above referenced Agreement was adopted by Town Council Resolution No. 1985 -167 on November 18, 1985 and Amendment No. 1 was approved by Town Council Resolution No. 1986 -76. Item B of Article IV of the original Agreement provides for written amendments to the Agreement for changes in the scope of the services to be performed by the Engineer. WHEREAS, the Town Council requested selected traffic systems modifications to-ftem D, Systems Design; and WHEREAS, the Town desires the Engineer to prepare plans, specifications and cost estimates for construction of those selected modifications; and WHEREAS, the modifications have resulted in an increase in the scope of services from the amended Agreement: THEREFORE, the following sections of the original Agreement shall be amended as follows: Amended Article II - Schedule Subsection 3) Revisions to Systems design as defined in Item D of Article I shall be completed within 40 calendar days after Notice to Proceed has been issued for this phase of work: Article VI - Fee Compensation Maximum fees shall be determined as follows: No. 4 - The maximum fee for services specified under Item D, Systems Design of Article I shall be $57,500. WITNESS THE EXECUTION HEREOF the day and year first hereinabove written. APPROVED AS TO FORM: RUN By TOWN OF LOS GA TO own t \any , By: '� d -^---- own Mayor BY: —Town er ENGINEER RUTH & GOING, INCORPORATED By: it e: ice rest ent Civil Engineer • Agreement Between The Town of Los Gat..., and Ruth and Going, Inc. For Professional Engineering Services In Connection With Los Gatos Boulevard Improvements AGREE.OgT, dated for convenience �£Ilor. ; ,/ /%� between the Town of Los Gatos, (hereinafter "Town"), an ut ' an Ding, Inc., (hereinafter "Engineer "): Witnesseth 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; Z) 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. Tcw 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.. ,Des.ign 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 " =ZO') strips: placed on standard (2411 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: (3 " =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 C3l1- A'A f special provisions of ...c project based on State Sta. jrd 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. 17DI C: Svst ^_ms 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. I711!' 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, Detail's, 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 whichk 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 constrt.!ction 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 contract documents. -2- for general compliance with the 31 Sample and.test materials used in the project for conformance to the contract documents. 4) Attend turn on of modified signal systems. S) ..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 Cantractor. b) Conduct a project acceptance walk- through with Town and Contractor. 7) Prepare "record drawings" of the completed project. ARTICLE 11- SCY.EDULE 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 2S calendar days after Notice to Proceed has been issued for this phase of work. 4') Construction Support, as defined in Item E of Article r,, sha1I 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 lie met for delays beyond its reasonable control, including but not limited to delays in performance by reason of strikes, lockouts, acts of Gods 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. ARTICLE III. DUTIES u f0{VN A- -Subject to the provisions of Article- L, 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 IawfuIly 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. In�de en�dent� Contractor - It is understood and agreed by and betweerr: the parties iFereto t aat 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_ 3. 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, a 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 ala personnel engaged in the work shah be fully qualified and, shall be authorized. or permitted under State and local law to perform such services... 4 ti z -4- D- Assam Engineer shall not assign any interest in this Agreement, 572-- ss alI 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 an or 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, or cngneer,. structura .„ 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 furnish �Town awn 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, PQ 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 9SIS9 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. ownership of Documents All documents prepared by Engineer and required to be turn is e t3 o frown, 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- -s- 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 Town desires to complete any, uncompleted portion of the projects, Engineer shall be relieved s of all responsibility for the construction resulting from such reuse unless the Town enters into an agreement with Engineer for services in connection therei,-ith.- 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 t e 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 orofessionals 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 I'iability, 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 arty renewal thereof, shall obtain and maintain at Ieast all of: a the following minimum insurance requirements prior to commencing any work or receiving payments therefore under this contract:: I. CMMi- ]ENSIVE 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 Z. A CMU REH QSIVE 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 fallowing 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 activitie.- associated with this contract. 3. WORKER'S C04)ENSATION: 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). H 4. AA,PROFESSIMN L LIABILITY ERRORS AND OMISSIONS policy in an amount not Tess 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. br -- This policy 'shall provide for a contractual liability endorsement -describing the contract(s) between the named insured and the Towrr. 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 "FolIowing,form"). a__ 'The - Town of Los Gatos,, its employees,, officers, and agents are hereby added a% 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 An the event of cancellation of this policy for whatever reason. d. Written notice shall be given Town of Los Gatos within tern (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 endorsements. 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 ENDORSE eM shall be attached: to the CERTIFICATE OF INSURANCE which s a provided by the EngineeV s insurance company as evidence of the stipulated coverages. T is 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_ Safet of Persons on Construction Site - Town agrees to secure from. all contractors an subcontractors working d irectly or indirectly on 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 heirs, successors, and assigns, of the parties hereto, and, shall not be assigned by- either party without first obtaining; the wrrtten consent of the other- Nt. Term - The term of this Agreement shall be from date of approval to: the completion of the project for 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 that t rs greement 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 govertn the rights, obligations, duties, and' liability° of the parties- to this Agreement and alsa govern the interpretation of this Agreement. 0: Pa nt for Labor and Materials - Engineer shall promptly pay when due any an a amounts payable For Tabor 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 developed 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 dczi ,gnee, or as required by law- 0 ARTICLE V. ENGINEER'S rEE 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 are 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 irr this Agreement and pertormed Dy 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 L and which has, been authorized and cannot reasonably by completed. prior to. July, 1, 1986;, shall annually on July, 1 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 Iocal area. The maximum. increases in compensation shall not exceed 113 per year for services: covered by this Agreement. B. Direct Expenses. Except as stated below for direct expenses the Engineer's fee s— halt— 'include an amount determined by multiplying actual costs by a factor of 1.25. Invoices shall Iist 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, by 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 Vr. FEE COMP3I4SATION 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 Z. The maximum fee for services under Item B, Pavement Reconstruction- Design, of Article I shall be $23,500. -9- 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, o£ Article r I shall be set at.. the time Town adopts the design recommend atiotis 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. Me above maximum fees, are subject to negotiation< for M 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 tire° Engineer °ss 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. CANCELLATI(K OF AGREEMENT'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: I:. Engineer sha r 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 instr=ent signed by all parties. WITNESS THE EXEMTION HEREOF the day and year first hereinabove written- APPROVED AS TO' 'EORM: By ATTEST a -11- TOWN OF LOS GATOS' f By- town . yor --j. 'Town!, st e: vice nesident, Civil Engineering "Engineer"' Ruth and Going, rnc- Address:PO Box 26430 San-Jose, Telephone: (408) 297 -8273 EXHIBIT "A r r lay -� • a aa• � wa. Effective through s July 31,, 1986- Job Classification /Function Clerical /111ord Processing Junior Drafter- Drafter Senior Drafter Junior Engineering Technician: Engineering Technician Senior Engineering Technician, Junior Engineer _ Assistant-Engineer Associate Engineer Senior Engineer Cmstruction Coordinator Senior Surveyor Manager of Field and Survey Operations Principal Engineer Z -Persm Field Party 3- Person Field Party Court Testimony Hourly-Rate $35_25: 26..25- 32`..50t 36..75 30.75 44 -2S- S4.ZS 44. ZS S4e2S 64.2S 73.75 73.751 73-.75 - 73.75 93.25 114.00- 140.00 89.56 to IS$.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 -S0 per CPU (Central Processing Unit) second. Electronic Distance Measuring Equipment is billed at $2S per hour of use. Court Testimony is billed at a minimum of 8 hours per day. E -12 Arcnitecture Engineering Planning "tarry N lalor. CE Prnypenr. Dona12C Lenaberq,C.E S, V,Ce P.eygent- E Jack Censtensen. AM V R' Arcenecture Gerald 0eavounq. AICP VIP, Ptam rig Bryce M. MC(Nsk GE - _ V.P ewe E,Spn:r,;Pg Roger Reap, S.E. 6E V.P. skuClurY &9n"m% Mich" a Maui. C.E. Albert W. Oside. AM Men? L Reynaua. LLS Part L shaler. LLSI Founders E Jackson GGpnq• Jr. GE Lw W, Rum. Jr.. C.E_ M.E. 919 The Alameda San Jose: CA 95926 14081297'-62-- Mailing. Address: P.O. Box 26450 San Jose CA 95159 -6450' AMENDMENT NO. 1 TO THE Agreement- Between the Town of Los Gatos and : Ruth and Going, Inc. For Professional Engineering Services In connection with Los Gatos Boulevard Improvements Amendment No'. 1, dated for convenience I to that Agreement entitled, 'Agreement Between the Town of Los Gatos, and Ruth and Going, Inc. for Professional Engineering Services in connection with Los Gatos Boulevard.' The above. referenced Agreement was adopted- by Town Council Resolution: No. 1985 -167 on November 18, 1985 Item B of Article IV provides for written amendments to the Agreement for changes in. the scope of services. to be performed by the Engineer. WHEREAS- on May 5,. 1986, the Town Council reviewed the System, Analysis, Item C. of Article 1 of the Agreement, and adopted selected traffic systems modifications from that analysis, and WHEREAS the Town desires the Engineer to prepare plans, specifications and cost estimates for construction of those selected modifications, and WHEREAS the modifications has resulted in an increase in the scope of services from the original Agreement; THEREFORE the following sections of the original Agreement shall be amended as follows. Amended Article II — Schedule subsection 3) Systems design as defined in Item D of Article 1 shall be completed within 60 calendar days after Notice to Proceed has been issued for this phase of work. Article VI — Fee Compensation Maximum fees shall be7 determined as follows: No. 4 — The maximum fee for services specified under Item D, Systems Design, of Article 1 shall be $49,400. WITNESS THE EXECUTION.HEREOF the day and year first hereinabove written. T 0 W N OF L0'S G A T 0 S APPROVED AS TO O. yy�o: %4n Z! 2 TOWn Atrn,!rj . u I oil, l 111, 01 '" / —Town sown yor � �. :_ _ • ' J_ I �. / ENGINEER RUTH & GOING, INCORPORATED iceice res Civil Enigneer ICddres :... Ruth. & Gaing,_ Incorporated,,. P.O. Box 26430 San Jose, CA 95159 • Phone: (408); 297 -8273