1990-230-Approving Memorandum Of Understanding For Route 85RESOLUTION 1990 -230
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 Freeway 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, the Council's acceptance of a Memorandum of Understanding is
contingent upon the approval of an agreement between the Town and Santa Clara County
Board of Supervisors regarding the creation of a Policy Advisory Board.
WHEREAS, two versions of the Memorandum of Understanding have been prepared,
each of which 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;
85 \AGREEMNT \RES85. MU
RESOLVED, Resolution 1990 -218 is hereby rescinded.
FURTHER RESOLVED, by the Town Council of the Town of Los Gatos that both
versions of said Memorandum of Understanding are attached hereto as Exhibit "A" (version
without Board of Supervisor's agreement) and Exhibit "B" (version with Board of
Supervisor's agreement) and are hereby approved and the Mayor is directed to sign, on
behalf of the Town, the appropriate Memorandum of Understanding depending on future
action by the Santa Clara County Board of Supervisors.
PASSED AND ADOPTED at a regular meeting of the Town Council of the Town
of Los Gatos, California, held on the 5th day of November, 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:
LOS GATOS,
CLERK OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
85 \AGREEMNT \RE585.MOU 2
OF LOS GATOS
COPY
MEMORANDUM OF UNDERSTANDING FOR ROUTE 85
This Memorandum of Understanding is made and entered into on this 6th day of
November, 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 has signed 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.
85 \agreemnt \mou5c2.01 1 Rev. November 6,1990 12:49
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
November 5, 1990, except as follows:
a. The STATE cannot be subject to paragraph 25 of the Performance
Agreement.
b. The STATE cannot be subject to the provisions of paragraph 14 of the
Performance Agreement between the TOWN and the TRAFFIC AUTHORITY.
However, in the event the STATE proposes any changes in the approved use of the
median in the State Route 85 Freeway Corridor between Stevens Creek Boulevard
and State Route 87, the STATE shall, as part of the environmental
assessment /analysis procedures, include Council representatives from Campbell,
Cupertino, Los Gatos, Monte Sereno, Mountain View, San Jose, Saratoga and
Sunnyvale, as well as two representatives of the Santa Clara County Board of
Supervisors and a CalTrans representative as part of the project development team.
The STATE shall be bound by the decisions of the Policy Advisory Board as
designated in the agreement between the TOWN and the Santa Clara County Board
of Supervisors dated November 6, 1990 provided that the decisions do not conflict
with STATE's design standards and project development policies and procedures.
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.
85 \agreemnt \mou5c2.c1 2 Rev. November 6,1990 12:49
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. It is mutually understood that the STATE shall not incur
any cost for mitigation measures over and above the State and Federal guidelines.
4. This Memorandum of Understanding 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, or 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.
85 \agreemnt \mou5o2.o1 3 Rev, November 6,1990 12:49
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.
Date: 1/ZL4i 9
Date:
APPROVED AS TO FORM:
Date: Vti i �l 0
Date:
TOWN OF LOS GATOS
A Municipal Corporation
STATE OF CALIFORNIA
Department of Transportation
Robert K. Best
Director of Transportation
By:
Preston W. Kelley
District Director
By: —
J finger
Town A torney
M.
Attorney (State)
85 \agreemnt \mou5c2.c1 4 Rev. November 6.1990 12:49