2011030706 - Project 11-01 Highway 9 Pedestrian and Bicycle Safety Project - Phase III - Monte Sereno and SaratogaSo�IIU F MEETING DATE: 3/7/11
ITEM NO:
eos caS�s COUNCIL AGENDA REPORT
DATE: FEBRUARY 23, 2011
TO: MAYOR AND TOWN COUNCIL
FROM: GREG LARSON, TOWN MANAGER
SUBJECT: PPW JOB NO. I1 -01 —HIGHWAY 9 PEDESTRIAN AND BICYCLE SAFETY
IMPROVEMENT PROJECT PHASE III
AUTHORIZE THE TOWN MANAGER TO EXECUTE A COOPERATIVE
AGREEMENT BETWEEN THE TOWN OF LOS GATOS AND THE CITIES
OF SARATOGA AND MONTE SERENO FOR THE HIGHWAY 9
PEDESTRIAN AND BICYCLE SAFETY IMPROVEMENTS PHASE III.
RECOMMENDATION
Authorize the Town Manager to execute a cooperative agreement between the Town of Los
Gatos and the cities of Saratoga and Monte Sereno for the Highway 9 Pedestrian and Bicycle
Safety hnprovcments Phase III.
BACKGROUND
The installation of safety improvements along Highway 9 has been an ongoing multi -
jurisdictional project involving the cities of Saratoga and Monte Sereno and the Town of Los
Gatos. The work is being performed along a section of Highway 9, approximately 4.4 miles in
length and has been an ongoing project since 2007. The improvements have included installation
of bicycle lanes, pedestrian pathways, lighted crosswalk systems, signage and striping. Phases I
and II of this project are complete and were paid for primarily with the Federal and State grants
with a local funding match.
The Town entered into cooperative agreements with the cities of Saratoga and Monte Sereno for
the first two phases of work. Staff is now proposing a similar methodology to allow for the
Phase III improvements.
PREPARED BY : TODD CAPURSO
Director of Parks and Public Works
Reviewed by: Assistant Town Manager Town Attorney
Clerk Administrator /( ✓ Finance Conununity Development
N: \PPW\MANAGEMENT \COUNCIL \COUNCIL REPORTS\2011 RepoMWlarch W l -Ol Hi 9.Safet Co- OpAgrmt.doex
PAGE
FEBRUARY 23, 2011
MAYOR AND TOWN COUNCIL
SUBJECT: PPW JOB NO. 11 -01 — HIGHWAY 9 PEDESTRIAN AND BICYCLE SAFETY
IMPROVEMENT PROJECT PIIASE III
DISCUSSION
A cooperative agreement has been prepared for approval by Los Gatos, Monte Sereno, and
Saratoga to officially outline all the responsibilities and assignments for each agency during the
course of the project. This agreement also defines the distribution of project costs. The agencies
will each pay for their local share of funding for the project based on the amount of construction
within each agency's boundaries. For each of the previous phases of the of Highway 9
improvements, Saratoga, Monte Sereno, and Los Gatos have approved similar cooperative
agreements.
The scope of work for Phase III improvements includes bicycle safety improvements at the
intersection of Highway 9 and Austin Way. Additional improvements will also be made to the
following intersections along Highway 9: Fruitvale Avenue, Quito Road, North Santa Cruz Avenue,
Alberto Way and Los Gatos Boulevard. The improvements will include the installation of include
bicycle sensors, and the design of a new bicycle lane to separate the through traffic /right turn conflict
at Highway 9 and Los Gatos Boulevard.
CONCLUSION
Staff recormnends that the Town Coumcil authorize the Town Manager to execute an agreement
between the Town of Los Gatos and the cities of Saratoga and Monte Sereno for the Highway 9
Pedestrian and Bicycle Safety Improvements Phase III.
ENVIRONMENTAL ASSESSMENT
The project is Categorically Exempt pursuant to Sections 15301 (c), 15303(e) and 15304(b) of
the State CEQA guidelines.
FISCAL IMPACT
The cities of Saratoga and Monte Serena will pay for all services received in accordance with the
payment terms specified in the accompanying agreement. This approach to sharing the cost to
each jurisdiction, as contained in the agreement, is to prorate the expenses in relation to the cost
of actual work in each jurisdiction. The Town's contribution for this project is estimated at
approximately $28,000. The funding for this project has been allocated through the mid -year
budget adjustment as part of the FY 2010/11 budget.
Attachments
1. Cooperative Agreement with the cities of Saratoga and Monte Sereno
ATTACHMENTI
COOPERATIVE AGREEMENT
FOR HIGHWAY 9 SAFETY IMPROVEMENTS — PHASE III
THIS AGREEMENT, by and among the CITY OF SARATOGA, a municipal
corporation ( "Saratoga "), the CITY OF MONTE SERENO, a municipal corporation ( "Monte
Sereno"), and the TOWN OF LOS GATOS, a municipal corporation ( "Los Gatos ") (collectively
referenced herein as "parties" and individually referenced as a "party ") sets forth the terms of
cooperation among the parties in proceeding with Phase III of the Highway 9 Safety
Improvements.
RECITALS
A. Pursuant to Clean Air and Transportation Improvement Act of 1990 (CATIA), Saratoga
applied for and received approval for a Bicycle Program grant in the ainoturt of $460,851
for safety improvements to Highway 9 Phase III between Saratoga Avenue and Los
Gatos Boulevard as specified in more detail below.
B. The Project includes bicycle safety improvements at Highway 9 and Austin Way
intersection, upgrade intersections of Highway 9 and Fruitvale Avenue, Quito Road,
North Santa Cruz Avenue, Alberto Way and Los Gatos Boulevard to include bicycle
sensors, and design a new through bicycle lane to separate the through/right turn conflict
at Highway 9 and Los Gatos Boulevard.
C. The Parties anticipate that five percent (5 %) of CATIA funds will be used for the
enviromnental and design work and remaining ninety five percent (95 %) will be used for
the construction. In addition, other funds are available for payment of the enviromnental
and design work as specified in the attached Exhibit A - Design Cost Estimate. The
parties have agreed to share the remaining enviromnental and design cost (the "Local
Share ").
D. The California Transportation Commission (CTC) has executed Fund Transfer
Agreement (FTA) P1 16B -2 -41 for the project and authorized the City of Saratoga to
proceed with the Design Component. The parties will seek Caltrans authorization to
proceed with the Construction Component prior to undertaking work on that part of the
Project.
E. The Parties desire to execute this Agreement in order to delineate their respective rights
and obligations concerning the administration, financing and construction of Phase III.
Page 1 of 8
AGREEMENT
NOW, THEREFORE, the parties agree as follows:
Scope of Project The Project includes the design, engineering, and construction of the
highway improvements described in the recitals. All work shall be performed in
accordance with plans and specifications approved by Saratoga, Los Gatos and Monte
Sereno, and all local, state and federal agencies having jurisdiction over the Project or
whose approval is otherwise required for receipt of CATIA funds.
2. Allocation of Design Component Costs
(a) The term "Final Design Cost," as used herein means the total of all expenditures
relating to the Design Component, including, but not limited to, environmental
work, engineering, surveys, testing, inspections, topographic maps, geotechnical,
soils and environmental surveys and reports, preparation of plans and
specifications and other bid documents, publication, printing and advertising of
the Project. The Final Design Cost shall be determined upon completion of the
Design Component but in no event shall exceed $112,000 without the prior
written consent of Monte Sereno, Los Gatos and Saratoga.
(b) The Design Cost and the design funds available are shown in the attached Exhibit
A - Design Cost Estimate. It is estimated that approximately $60,466 of the Final
Design Cost (Local Share) shall be apportioned between Monte Sereno, Los
Gatos and Saratoga based on the cost of designing the improvements that will be
located within each jurisdiction stated as a percentage of the Final Design Cost.
The parties estimate that Monte Sereno will pay 19% (nineteen percent) or
$11,551 of the local share, Los Gatos will pay 46% (forty -six percent) or $27,761
and Saratoga will pay 35% (thirty -five percent) or $21,154 of the local share,
however this is an estimate only and the final allocation shall be based on actual
costs. Payment of the Design Cost Local Share shall be made in accordance tirith
section 4 of this Agreement.
(c) Each party is permitted to approve additional improvements within their own
jurisdiction beyond the scope of the work approved for the CATIA grants
provided that it pays the additional design costs associated with those
improvements and any resulting additional costs of administration.
Allocation of Construction Component Costs
(a) The term "Final Construction Cost," as used herein means the total of all
expenditures relating to the Construction Component, including, but not limited
to, management, supervision, labor, materials, tools, supplies, equipment,
Page 2 of 8
services, plant, construction engineering, staking, testing an/or any other act or
thing required to diligently and fully perform and complete the work as described
in the construction bid documents.
(b) Following completion of the Design Component the parties will determine the
Estimated Construction Cost. The `Estimated Construction Cost' is the estimate
of the construction costs determined prior to the opening of bids for the award of
the construction contract, plus an agreed additional amount based on an
estimation of project administrative costs pursuant to section 4 of this Agreement.
It is expected that the "Final Construction Cost' of constructing features included
in the Design Component will be paid from the remaining available CATIA
funds. No local match for the construction is required, however, if the total
construction costs exceed available funds, the parties will agree upon the features
to include in the Construction Component. If no such agreement is reached by the
ninetieth (90th) day after completion of the Design Component, this Agreement
shall automatically terminate pursuant to section 10 of this Agreement.
(c) If, upon the opening of bids for the award of a construction contact, there is a
cost overrun of no more than ten percent (10 %) of the Estimated Construction
Cost, the parties shall proceed with the Construction Component in accordance
with this Agreement. However, if such bids indicate a cost overrun exceeding ten
percent (10 %) of the Estimated Construction Cost, Saratoga will reject all bids
and then the parties will work to obtain an agreement with Caltrans regarding an
alternative project design. If no such agreement is reached by the sixtieth (60th)
day after the opening of bids, this Agreement shall automatically terminate
pursuant to section 10 of this Agreement.
(d) Each party is permitted to approve additional improvements within their own
jurisdiction beyond the scope of the work approved for the CATIA grant provided
that it pays the additional construction costs associated with those improvements
and any resulting additional costs of administration.
4. Payment of Proiect Costs
(a) In addition to its own share of the Final Design Cost and Final Construction Cost,
if any, and in anticipation of reimbursement by Caltrans through the release of the
CATIA Grant, Saratoga shall periodically advance funds necessary to make
payments that are intended hereunder to be paid with the CATIA Grant, provided,
however, that in the event that Saratoga has not received full reimbursement from
Caltrans for any prior advance made, Saratoga may, at its option, withhold any
payment requiring that it advance funds if said payment is not legally required to
be made at that time.
Page 3 of 8
(b) Monte Sereno and Los Gatos shall deposit with Saratoga 50% (fifty percent) of its
estimated Design Cost Local Share within thirty (30) days of execution of this
agreement. The remainder of the Design Cost Local Share shall be deposited by
Monte Sereno and Los Gatos within 30 days after receipt of an invoice from
Saratoga.
(c) Upon completion of the Design Component and the Construction Component,
respectively, Saratoga shall furnish to Monte Sereno a detailed accounting of the
Final Design Cost and Final Construction Cost, as applicable. In the event the
accounting shows that the amount deposited by Monte Sereno and /or Los Gatos
exceeded its share of the applicable final cost, the excess shall be reimbursed
within thirty (30) days after the accounting is completed and approved by
Saratoga, Los Gatos and Monte Sereno. In the event the accounting shows that
the amount deposited by Monte Sereno and Los Gatos is less than its share of the
applicable cost, Monte Sereno and /or Los Gatos shall pay the deficiency to
Saratoga within thirty (30) days after the date the accounting is sent. Monte
Sereno and Los Gatos are obligated to pay any deficiency resulting from Project
Changes approved pursuant to this Agreement or arty deficiency resulting from
reasonable additional or unanticipated costs of administration incurred by
Saratoga.
5. Project Administration The parties agree that the Project will be managed cooperatively
by the parties. Representatives of the parties shall work together to accomplish the
Project. However, certain parties shall be responsible for administering certain portions
of the Project as set forth below.
(a) Saratoga shall be the lead agency for the Project for purposes of administering
the CATIA Grant, preliminary engineering of the Project, which shall include, but
not be limited to, the Preliminary Study Report, the Project Report, and
compliance with CEQA and NEPA. Saratoga shall oversee the design and bidding
of the Project, shall award the contract for the Project and shall obtain all permits
necessary for the Project. Saratoga shall enter into all contracts necessary to
implement the Project provided the contract is approved by the parties.
(b) Saratoga shall be responsible for overseeing construction and inspection services
of the Project.
(c) The parties must each approve the plans and specifications for the Project.
Saratoga shall not enter into any contract in excess of $25,000 or increase any
contract by more than $25,000, for the performance of professional, consulting or
construction services without the prior written consent of Monte Sereno and Los
Gatos.
Page 4 of 8
(d) The Parties shall promptly review and respond to all materials submitted by one
of the cities for review and approval in connection with the Project. No approval
in connection with the Project shall be unreasonably withheld.
6. Right- of- way Acquisitions No right of way acquisitions are expected to be a part of the
Project. If it is determined that the acquisition of any right -of -way is required for the
Project, the party having territorial jurisdiction over the property to be acquired shall be
responsible for obtaining such right -of -way and conducting any proceedings that may be
necessary in comiection therewith; provided, however, no contract for legal services shall
be awarded and no eminent domain action shall be commenced without the prior
approval of the other parties and Caltrans. In the event acquisition of right -of way is
necessary to the base project, the City in which the right -of way is located shall pay for
the acquisition of the right -of -way. Any delay costs caused by the acquisition shall be
shared by the parties in proportion to their portion of the Design Cost Local Share. In the
event a party desires to acquire right -of -way which is not necessary for the base project,
that party shall bear both acquisition and delay costs.
hasurance Requirements All contracts awarded for design or construction of the Project
shall include a requirement that the consultant and /or contractor, at all times during
design and construction and until final acceptance of the work, maintain in frill force and
effect the following insurance policies:
(a) Broad form comprehensive liability insurance having a combined single limit of
not less than $ 2,000,000 per occurrence, naming Saratoga, Los Gatos, Monte
Sereno, and their respective officers, officials, boards, corrrnissions, employees
and volunteers as insureds thereunder.
(b) For construction contracts, builder's risk insurance covering the replacement cost
of the improvements, with a loss payable clause naming Saratoga, Los Gatos and
Monte Sereno, as their respective interests may appear.
(c) Worker's Compensation insurance as required by state law, together with
employer's liability insurance having a coverage limit of not less than $1,000,000
per accident.
(d) For design consultants, professional liability insurance having a limit of not less
than $1,000,000.
8. Bonding Requirements The contractor who is awarded the contract for construction of
the Project shall be required to provide performance and payment bonds in the amount of
one hundred percent (100 %) of the contract price.
9. Project Records The parties shall keep and maintain a complete copy of all costs and
expenditures relating to the Project, together with a complete copy of all plans,
specifications, reports, contracts and other documents relating to the Project, and the
Page 5 of 8
same shall be available for inspection by the parties at any time during usual business
hours.
10. Termination of Agreement
(a) This Agreement is executed by the parties in reliance on the CATIA Grant. In the
event a grant agreement is not executed between Saratoga and Caltrans, this
Agreement shall automatically terminate and each of the parties shall be released
from any further obligation or liability hereunder.
(b) In the event a contract for construction of the Project is not awarded pursuant to
section 2 of this Agreement or for any reason prior to December 30, 2012, this
Agreement shall terminate unless extended by mutual consent of all parties
hereto.
(c) Upon termination in accordance with the terms of this section, Saratoga shall
refund to Monte Sereno and Los Gatos any balance of its contributions remaining
after deduction of the costs incurred by Saratoga up to the date of termination and
payable by each party under the terms of this Agreement
11.. Limitation of Liability No party to this Agreement shall be responsible or liable to any
other party or parties for any act or omission made in good faith in connection with the
performance of its duties hereunder, nor shall any party be responsible or liable for any
act or omission by any consultant or contractor retained for the performance of any
services related to the Project. Saratoga, Los Gatos and Monte Sereno shall contribute
equally towards any loss, liability, expense, claim, costs (including costs of defense),
suits, and damages of every kind, nature and description directly or indirectly arising
from the performance of the Project. This paragraph shall not be construed to exempt
any party, including its employees and officers, from its own fraud, willful injury or
violation of law whether willful or negligent.
12. Dispute Resolution The parties shall make a good faith effort to settle any dispute or
claim arising under this Agreement. If the parties fail to resolve such disputes or claims,
they shall submit them to non - binding mediation in the County of Santa Clara, California,
or by mutual agreement in any other location. If mediation does not arrive at a
satisfactory result, arbitration, if agreed to by all parties, or litigation may be pursued. In
the event any of these dispute resolution processes are involved, each party shall bear its
own costs and attorneys fees.
13. Jurisdiction and Severability This Agreement shall be administered and interpreted
under the laws of the State of California. Jurisdiction of litigation arising from this
Agreement shall be in the Superior Court of the County of Santa Clara. If any part of this
Agreement is found to conflict with applicable laws, such part shall be inoperative, null
and void insofar as it conflicts with said laws, but the remainder of this Agreement shall
be in full force and effect.
NFOMM
14. Assigmnent Except as provided in section 6 of this Agreement, no party may assign any
right or obligation pursuant to this Agreement. Any attempted or purported assigmnent
of any right or obligation pursuant to this Agreement shall be void and of no effect.
Monte Sereno and Los Gatos acknowledge and accept that a portion of the project
management duties of Saratoga stated in section 6 of this Agreement will be provided by
contractors whose services will be engaged by Saratoga pursuant to this Agreement.
15. Parties in Interest Tlnhs Agreement is entered only for the benefit of the parties executing
this Agreement and not for the benefit of any other individual, entity or person.
16. Waiver No failure on the part of any party to exercise any right or remedy hereunder
shall operate as a waiver of any other right or remedy that patty may have hereunder, nor
does waiver of a breach or default under this Agreement constitute a continuing waiver of
a subsequent breach of the same or any other provision of this Agreement.
17. Amendment No modification, waiver, termination, or amendment of this Agreement is
.effective unless made in writing and signed by all parties.
18. Entire Agreement This Agreement supersedes any and all agreements, either oral or
written, between the parties hereto with respect to the Project and contains all of the
covenants and agreements between the parties with respect to the rendering of such
services in any manner whatsoever. Each party to this Agreement acknowledges that no
representations, inducements, promises or agreements, orally or otherwise, have been
made by any party, or anyone acting on behalf of any party, which are not embodied
herein, and that no other agreement, statement or promise not contained in this
Agreement shall be valid or binding. No alteration or variation of the terms of this
Agreement shall be valid unless made in writing and signed by the parties hereto.
Page 7 of 8
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year last
written below.
City of Saratoga
City of Monte Sereno
Town of Los Gatos
B
By:
By:
Dave Anderson,
City Manager
Date:
Brian Leventhal
City Manager
Date:
Greg Larson
Town Manager
Date:
Attest:
Attest:
Attest:
Ann Sullivan, City Clerk
Date:
Andrea Chelemengos, City
Clerk
Date:
Jackie Rose, Town Clerk
Administrator
Date:
Approved as to Form:
Approved as to Form:
Approved as to Form:
Richard Taylor, City
Attorney
Date:
Kirstin Powell, City
Attorney
Date:
Judith Propp, Town Attorney
Date:
Page 8 of 8
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