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1991-262-Authorizing The Extention Of An Agreement With The Santa Clara County Traffic Authority For The Administration Of Wimbledon Drive And Winchester BoulevardRESOLUTION 1991 -262 RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH THE SANTA CLARA COUNTY TRAFFIC AUTHORITY FOR THE ADMINISTRATION OF THE SIGNALIZATION OF WIMBLEDON DRIVE AND WINCHESTER BOULEVARD BE IT RESOLVED, by the Town Council of the Town of Los Gatos, County of Santa Clara, State of California, that the Town Manager is authorized to enter into an agreement with the Santa Clara County Traffic Authority for the Town's administration of Project 9211 - Signalization of Wimbledon Drive and Winchester Boulevard (attached as Exhibit A). PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos, California, held on the 2nd day of December, 1991, by the following vote. COUNCIL MEMBERS: AYES: Randy Attaway, Joanne Benjamin, Steven Blanton, Brent N. Ventura, and Mayor Eric D. Carlson NAYS: None ABSENT: None ABSTAIN: None SIGNED: MAYOR OF THE TOWN OF LOS GATOS LOS GATOS, CALIFORNIA ATTEST: CLERK OF THE TOWN LOS GATOS LOS GATOS, CALIFOR C15:RESOS \PRO9211 COOPERATIVE AGREEMENT NO. 1 -LG ROUTE 85 ✓N CLERK A,- FRI DESIGN AND CONSTRUCTION OF A TRAFFIC SIGNAL AT THE INTERSECTION OF WINCHESTER BOULEVARD AND WIMBLEDON AVENUE This AGREEMENT is entered into on the day of , 1991, by and between the SANTA CLARA COUNTY TRAFFIC AUTHORITY, a public entity of the State of California (referred to hereinafter as "AUTHORITY ") and the TOWN OF LOS GATOS, a municipal corporation _ of the State of California (referred to hereinafter as "TOWN "). . RECITALS 1. AUTHORITY and TOWN contemplate constructing improvements consisting of a traffic signal at the intersection of Winchester Boulevard and Wimbledon Avenue (MSA 106 -24) at Route 85, herein referred to as "PROJECT." A diagram identifying the location of the PROJECT is attached as EXHIBIT A and is hereby incorporated by this reference. 2. Construction of PROJECT is necessary to mitigate local street traffic and facilitate the construction of Route 85 which is part of the AUTHORITY's Measure A Program. 3. AUTHORITY will fund the costs of design, construction and construction administration of PROJECT. 4. TOWN is willing to provide construction administration of PROJECT and construct PROJECT by contract. Construction administration shall include pre- contract administration (processing of PS &E through a bidding process for advertising, bid evaluation and award of contract for constructing PROJECT), construction contract administration, construction engineering, inspection, materials testing, claims processing and closeout. 5. AUTHORITY is willing to provide plans, specifications and estimates (PS &E) for PROJECT COOP106.24 Agreement No. 1 -LG November 26, 1991 Page 1 of 7 6. TOWN shall assume all maintenance of PROJECT. 7. AUTHORITY and TOWN do mutually desire to cooperate in the design, construction, and construction administration of the PROJECT and to set forth herein the terms and conditions under which the PROJECT is to be designed, administered, constructed, and maintained. Now, therefore, in consideration of the mutual covenants contained herein, the parties hereto agree as follows: — SECTION I AUTHORITY AGREES: 1. To provide plans, specifications, and estimates IPS &E) for PROJECT at no cost to TOWN. 2. To bear one hundred percent (100 %), estimated to be $121,000, of the total actual cost of construction of PROJECT including all materials, supplemental work, changes and claims associated with construction of PROJECT. 3. To bear one hundred percent (100 %), estimated to be $5,000, of the total cost of construction administration as defined in RECITALS, Article 4 above. 4. That AUTHORITY's obligation for the total actual cost of construction and construction administration required for PROJECT under this Agreement is $126,000. This amount may be exceeded only by vote of AUTHORITY, the certified results of which will be incorporated into the Agreement without the necessity of a written amendment. C00P106.24 Agreement No. 1 -LG November 26, 1991 Page 2 of 7 5. To pay TOWN within thirty days after receipt of monthly invoice from TOWN, as described in Section II, Article 7 below. SECTION II TOWN AGREES: To proceed with PROJECT following execution of this cooperative agreement between _ TOWN and AUTHORITY; or, in the event the PROJECT does not proceed for any reason, to so notify AUTHORITY. 2. To provide all permits and clearances required for PROJECT at no cost to AUTHORITY. 3. To provide technical oversight and direction of the development of the plans, specifications, and estimates WS &E) for PROJECT at no cost to AUTHORITY. 4. To notify AUTHORITY of amount of construction contract award within ten days of award of said contract. 5. To construct PROJECT by contract in accordance with PS &E provided by AUTHORITY. 6. To provide, or arrange to have provided, construction administration for PROJECT as defined in RECITALS, Article 4 above. 7. To submit to AUTHORITY each month an invoice for AUTHORITY's share of progress Payments for construction and construction administration of PROJECT as specified in this COOP106.24 Agreement No. 1 -LG November 26, 1991 Page 3 of 7 Agreement. 8. To submit to AUTHORITY bi- weekly a construction progress report which describes the work performed and completed during the reporting period, states the cumulative percentage complete to date, and reports on change orders issued (current and cumulative), progress payments made (current and cumulative), and significant events affecting progress of the work, such as bad weather, work stoppages. 9. To consult with AUTHORITY on any change order or extra work order exceeding $2,000 before implementation, except when necessary for the safety of motorists and /or pedestrians or for the protection of property. 10. To provide for maintenance of all facilities as constructed under this PROJECT in accordance with RECITALS, Article 6 above, and make no claim against AUTHORITY for any portion of such maintenance expense. 11 . Upon completion of PROJECT and all work incidental thereto and resolution of all claims filed by the construction contractor, to provide to AUTHORITY a detailed statement of the total actual costs of construction of PROJECT. Within thirty days thereafter, to provide AUTHORITY an invoice for AUTHORITY's share of additional costs for PROJECT, or refund for AUTHORITY overpayment, if appropriate. COOP106.24 Agreement No. 1 -LG November 26, 1991 Page 4 of 7 SECTION III IT IS MUTUALLY AGREED: 1. If the lowest responsible bid is more than the Engineer's Estimate, AUTHORITY and TOWN shall consult upon a course of action. If a course of action is not agreed upon within 25 calendar days after bid opening, this Agreement shall be deemed to be terminated by mutual consent pursuant to Article 2 of this Section III. 2. Prior to award of the construction contract for PROJECT this Agreement may be terminated by either AUTHORITY or TOWN or by mutual consent. In the event of such termination, AUTHORITY shall bear 100% of the total actual costs expended for PROJECT to date of termination. 3. Should the value of the construction contract award be lower than the total estimated cost of construction of PROJECT, the estimated cost of construction and construction administration of PROJECT in Sections I and II above shall be proportionally reduced without the necessity of an amendment to this Agreement. 4. That neither AUTHORITY, nor any officer or employee thereof, shall be responsible for any damage or liability occurring by reason of anything done or omitted by TOWN under or in connection with any work, authority or jurisdiction delegated to TOWN under this Agreement. It is also understood and agreed that, pursuant to Government Code Section 895.4, TOWN shall fully indemnify and hold AUTHORITY harmless from any liability imposed for injury, as defined by Government Code Section 810.8, occurring by reason of anything done or omitted by TOWN under this Agreement or in connection with any work, COOP106.24 Agreement No. 1 -LG November 26, 1991 Page 5 of 7 authority or jurisdiction delegated to TOWN under this Agreement. 5. That neither TOWN, nor any officer or employee thereof, shall be responsible for any damage or liability occurring by reason of anything done or omitted by AUTHORITY under or in connection with any work, authority or jurisdiction delegated to AUTHORITY under this Agreement. It is also understood and agreed that, pursuant to Government Code Section 985.4, AUTHORITY shall fully indemnify and hold TOWN harmless from any liability imposed for injury, as defined by Government Code Section 810.8, occurring by reason of — anything done or omitted by AUTHORITY under this Agreement or in connection with any work, authority or jurisdiction delegated to AUTHORITY under this Agreement. COOP106.24 Agreement No. 1 -LG November 26, 1991 Page 6 of 7 6. Except as otherwise provided in Articles 1 and 2 of this Section III, the portions of this Agreement pertaining to the construction of PROJECT shall terminate upon completion and acceptance of the PROJECT by TOWN and upon fulfillment by AUTHORITY and TOWN of their respective financial obligations under this Agreement. SANTA CLARA COUNTY TRAFFIC AUTHORITY JAMES T. BEALL, JR. Chairperson APPROVED AS TO FORM AND LEGALITY: KEVIN D. ALLMAND Deputy County Counsel Attest: DONALD M. RAINS Clerk of the Board of Supervisors and Acting Secretary, Traffic Authority TOWN OF LOS GATOS Town Manager APPROVED AS TO FORM AND LEGALITY: Town Attorney CO0P106.24 Agreement No. 1 -LG November 26, 1991 Page 7 of 7