1990-218-Approving Memorandum Of Understanding For Route 85RESOLUTION 1990 -218
RESOLUTION OF THE TOWN COUNCIL
OF THE TOWN OF LOS GATOS
APPROVING MEMORANDUM OF UNDERSTANDING FOR ROUTE 85
WHEREAS, The Santa Clara County Traffic Authority has presented an agreement
entitled 'Performance Agreement" which concerns State Highway Routes 85 and 17 within
the Town of Los Gatos; and
WHEREAS, said agreement outlines mitigation measures and establishes specific
design guidelines which are considered of vital importance to the Town; and
WHEREAS, the California Department of Transportation has presented an
agreement entitled "Freeway Agreement" which concerns State Highway Routes 85 and 17
within the Town of Los Gatos; and
WHEREAS, said agreement provides for the construction of State Route 85 through
the Town of Los Gatos providing for the closure and relocation of certain Town streets,
construction of frontage and other local roads, and other construction affecting Town
streets; and
WHEREAS, this Memorandum of Understanding ties the 'Performance Agreement"
and "Freeway Agreement" together so that the Department of Transportation is bound by
and agrees to perform the commitments made by the Traffic Authority in the Performance
Agreement;
RESOLVED, Resolution 1990 -200 is hereby rescinded.
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FURTHER RESOLVED, by the Town Council of the Town of Los Gatos that said
Memorandum of Understanding attached hereto is hereby approved and the Mayor is
directed to sign the same on behalf of the Town.
PASSED AND ADOPTED at an adjourned regular meeting of the Town Council of
the Town of Los Gatos, California, held on the 18th day of October, 1990 by the following
vote.
COUNCIL MEMBERS:
AYES: Joanne Benjamin, Eric D. Carlson, Robert L. Hamilton, Brent N. Ventura
NAYS: Mayor Thomas J. Ferrito
ABSENT: None.
ABSTAIN: None.
SIGNED:
ATTEST: f.
CLERK OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
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OF LOS GATOS
a FID I Y,
This Memorandum of Understanding is made and entered into on this day
of October, 1990, by and between the STATE OF CALIFORNIA, acting by and through
the Department of Transportation herein referred to as "STATE "), and the TOWN OF LOS
GATOS, herein referred to as "TOWN').
WHEREAS, the TOWN is negotiating a Freeway Agreement with the STATE
concerning State Route 85 through the TOWN providing for the closure and relocation of
certain TOWN streets, construction of frontage roads and other local roads, and other
construction affecting TOWN streets; and,
WHEREAS, the TOWN intends to sign a Performance Agreement with the SANTA
CLARA COUNTY TRAFFIC AUTHORITY, (herein referred to as "TRAFFIC
AUTHORITY ") which outlines mitigation measures, establishes specific design guidelines,
and specifies TOWN participation in the design process for State Route 85; and
WHEREAS, the TOWN'S acceptance of the construction sequence, design features
and mitigation measures included in the Performance Agreement is an integral part of the
TOWN'S consent to the Freeway Agreement; and
WHEREAS, the TOWN desires to tie the Freeway Agreement and Performance
Agreement together so that the STATE is bound by and agrees to perform the
commitments made by the TRAFFIC AUTHORITY in the Performance Agreement. This
Memorandum of Understanding is developed for that purpose.
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NOW, THEREFORE, IT IS AGREED:
1. Through this Memorandum of Understanding the STATE agrees to assume, be
bound by and perform the obligations of the TRAFFIC AUTHORITY as contained in the
Performance Agreement executed by the TOWN and the TRAFFIC AUTHORITY dated
except as follows:
a. The STATE cannot be subject to paragraph 25 of the Performance
Agreement.
b. In the event the STATE proposes to construct additional vehicular lanes in
State Route 85 beyond the currently proposed six lanes, the STATE will, as part of
the environmental assessment /analysis procedures, include Council representatives
from Campbell, Cupertino, Saratoga, Monte Sereno, Los Gatos, and San Jose as well
as a representative of the Santa Clara County Board of Supervisors as part of the
project development team. It is mutually understood that the Santa Clara County
Board of Supervisors may formally recognize these representatives as a Policy
Advisory Board. The STATE agrees that it will not act to add additional lanes
unless said Policy Advisory Board is formally recognized by the Santa Clara County
Board of Supervisors. Unless the Policy Advisory Board makes a unanimous
decision, the STATE shall take no action. The STATE shall be bound by the
decisions of the Policy Advisory Board provided that the decisions do not conflict
with STATE's design standards.
2. It is understood between the parties that the right -of -way may be acquired in sections
or units, and that both as to the acquisition of right -of -way and the construction of the
freeway projects, the obligations of STATE hereunder shall be carried out at such time and
for such complete unit or units of the project as funds are budgeted, appropriated and made
lawfully available for such expenditures.
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3. In Item 8 of the Performance Agreement, the TRAFFIC AUTHORITY agrees to
establish an escrow account to cover the cost of mitigation measures over and above the
State and Federal guidelines.
4. This Memorandum of Understanding and the Freeway Agreement may be rescinded
by the TOWN if the STATE fails to perform its obligations under this Memorandum of
Understanding.
5. The remedies included herein are not the exclusive remedies of the parties for
breach or non - performance of this Memorandum of Understanding, of the Freeway
Agreement, or of the Performance Agreement and such other remedies shall include, but
not be limited to, judicial remedies.
6. The STATE agrees to defend, indemnify, and hold TOWN harmless against any and
all claims, damages, losses, demands, or causes of action arising out of any negligence or
intentional misconduct on the part of the STATE, its agents, employees, attorneys,
assignees, or contractors in the course of performing this Agreement. The indemnity
provided by this paragraph shall include reimbursement of all reasonably incurred costs and
attorney's fees.
7. TOWN agrees to defend, indemnify, and hold the STATE harmless against any and all
claims, damages, losses, demands, or causes of action arising out of any negligence or
intentional misconduct on the part of TOWN, its agents, employees, attorneys, assignees,
or contractors in the course of performing this Agreement. The indemnity provided by this
paragraph shall include reimbursement of all reasonably incurred costs and attorney's fees.
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8. This Agreement may be modified at any time by the mutual consent of the parties
hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized officers.
TOWN OF LOS GATOS
A Municipal Corporation
Date:
By:
MAYOR OF TOWN OF LOS GATOS
STATE OF CALIFORNIA
Department of Transportation
Robert K. Best
Director of Transportation
Date:
By:
Preston W. Kelley
District Director
APPROVED AS TO FORM:
Date:
By:
Mary Jo Levinger
Town Attorney
Date:
By:
Attorney (State)
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