Santa Clara County - Santa Teresa Blvd. and Miller Ave.RECORDING REQUESTED BY:
County of Santa Clara
WHEN RECORDED MAIL•TO:
Thd County of Santa Clara
Roads and Airports Department
101 Skyport Drive
San Jose, CA 95110 -1302
Attention: Jim Walsh
File# 1405.18
D-bCIIMENT-: 2.3.136556 Pages 24
! l Fees:: No Fees,
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AMT RXIp
REGINA AL•COMENDRAS -ROE 0 003 I.
ISANTA CLARA COUNTY RECORDER 11/8512815
Recorded at the request of 1 23, :PM
County Agency
_ 4 J 5 32 - -- - - _ -- Space Above Fot Recorder's Use
MAINTENANCE AND INDEMNIFICATION AGREEMENT
SANTA'TERESA BOULEVARD AND MILLER AVENUE ROUNDABOUT AND TRAIL
'THIS MAINTENANCE AND INDEMNIFICATION AGREEMENT (this
"Agreement") is made and.entered into-as-Qf the:date.fully executed by the County 9f Santa
Clara, a California political subdivision.(the "County'l, and the City of Gilroy, a California
municipal corporation (the "City "). The County and the City are collectively, referred to as the
"Parties"' and.individually,. a. "Party".
:RECITA,LS
WHEREAS, the County owns, operates; and maintains Santa Teresa Boulevard between
Miller Avenue and Thomas Road as depicted on.Exhibit A (the "County ROW'); and
WHEREAS, County policy precludes the. County frombincurring new landscape or street
light.costs, including costs of maintenance, for the County ROWi and
WHEREAS; the City seeks to install certain traffic control and trail improvements in and
along the County ROW and adeept all responsibility for the maintenance- and repair thereof; and
WHEREAS, the Parties desire to memorialize such agreement in writing.
NOW, THEREFORE, the Parties hereby agree as follows:
1. - Incoipo=ation. The above Recitals are hereby incorporated herein and made a part
hereof.
2. Maintenance arid Repair: City shall, at no cost or expense to County, at all times during
the tenn hereof maintain, or cause to' he maintained, the traffic control and trail
improvements. depicted in Exhibit A (collectively, the "Improvements") in good and
operational condition, which shall include periodic iuispection. Maintenance shall
include, but not be limited to, the following (collectively, "Maintenance" )t
To be recorded without -fee
as per Gov. Code 6103
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MAINTENANCE AND INDEMNIFICATION AGREEMENT
SANTA TERESA• BOULEVARD AND rMLLER AVENUE ROUNDABOUT AND TRAIL
• a. Roundabout - arid`_ Trail'O perdtions ,, -M in'tenance:and`lteuair ::
Providing preventive.maintenaiice, including-resurfacing, overlays, and pavement
markfiW , f4r asphalt pavement areas;
ii. Repairingdamaged asphalt; including potholes and tripping hazards, as soorr as is
,practicable;
iii. Restriping asphalt trail pavement markings as needed for visibility and safety,
iv. Keeping the flashing beacons in good working ordeG
v Repairing or replacing -roundabout traffic sigrrage. as needed;
AL Maintaining drainage infrastructure and clearing debris from drainage inlets to
maintain unimpeded flow; and,
vii..Maintaining the C.3 ,stormwater treatment areas, including vegetation and
perforated pipes.
b. Latidscaiiink Maintenance:
L Trimming, clipping and mowing the landscaping as necessary to keep the same in
good, clean and orderly condition;
ii. Removing all papers, debris, filth and refuse to the extent necessary-to keep the
landscaping 'in. good, clean and orderly condition;
iii. Pruning and trimming-the trees and shrubs as necessary, in such a manner as to
-not interfere with sight .lines and vehicular clearance or clear passage for
pedestrian, bicycle and motorized vehicle traffic on adjacent roadways;
iv. Installing tree mot barriers as needed to protect curb, pavement, and sidewalk;
v. Removing all tree debris regidarly as part o£mutine maintenance to prevent
debris from being deposited into County roadway, drainage system inlets,
maintain surface drainage and repairing-erosi
MAINTENANCE AND INDEMNIFICATION AGRLEN UM
SANTA TERESA BOULEVARD AND bULLER AVENUE ROUNDABOUT AND TRAIL.
i. • Maintaining and repairing of lamps, fixtta+es, poles, structures, electrical conduits
and conductors, service points and boxes, pull boxes, and any other device,
feature, equipment, assembly or facility associated with the new street lights; and
ii. Paying all costs and expenses for the electricity used for the new street lights.
The City shall complete or cause to be completed all;Niaintenance to the satisfaction of
the County Director of Roads and Airports Department. County shall have the right to
monitor or otherwise evaluate the Maintenance and all work performed : in connection
with the Improvements. City agrees that any damages caused by the Improvemotts
(direct or indirect) to the County ROW, publicA*nage system, or any public structures
within County ROW shall be restored to their original condition by City in its sole cost
and expense. All work shall be conducted in accordance with the County's standard
specifications to the satisfaction of the Director of Roads and Airports Department.
3.: Maintenance Service Con&= and Faymcet. If the Citycontracts for third: party services
to satisfy its Maintenance obligations under this Amt, the following provisions
apply.
a. The frequency of the Maintenance shall be established in a maintenance service
agreement prepared by City and mutually'agteed upon in writing by County and
City.
b. City shall prepare the maintenance service agreement to be reviewed and
approved in writing by County prior to City awarding the contract. City
maintenance service agreement with a third party shall include, at a minimum, the
County general provisions provided to the City by County on public convenience
and safety, Clean Water Regulations, Section 7 (EPK of this Agreesaent, and
application for an annual no-fee County encroachment permit for the work
performed in County rights -of -way. Following approval by the County, City shall
obtain services in accordance with City policies and procedures for contracted
services. City shall be solely responsible for the award, administration and
payment of the services established in the maintenance service agreement
c. • Any and all maintenance services identified in the maintenance service agreement
between the City and County and performed by City's contractors must require
City contractors to defend and indemnify County, its officers, agents and
employees for any damages and injuries, including costs and attorney's fees,
occurring from or arising out of the negligent acts or omissions or willful
misconduct or performance of the landscape maintenance service contract by City
contractors. The City's contractor must name the County as additional insured on
all applicable insurance coverage required by City of its contractor.
4. Failuue to Maintain. If City fails to perform the Maintenance as required herein, County
shall give City a 30 -day notice to comply with City's Maintenance obligations under this
Agreement unless there is an immediate safety concern. In the event of an immediate
safety concern, or after the 30-day notice, County may, at its option, provide the ,
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MAINTENANCE AND INDEMNIFICATION AGREEMENT
SANTA TLRESA BOULEVARD AND MII.LER AVENUE ROUNDABOUT AND TRAM
Maintenance not performed by City and collect all costs incurred by County to perform
the Maintenance not performed by City under the notice from County. Any action by the
County does not affect or limit City's indemnification of County.
5 Obligation. to Remove. In the event the Director of Roads and Airports determines in his
sole discretion tbat a necessary work of improvement requires that the Improvearems or a
portion thereof; must be removed from the County ROW, the County will give City a
minimum of thirty (30) days notice to remove those portions of the Improv®ments that
prevent implementation of said work of improvement. In the event that City fails to
remove those portions of the Improvements upon expiration of the time limit imposed by
the County, the County may, at its option, remove those portions of the Improvements
and collect all costs from City which costs will include administrative charges. Any
action by the County does not affect or limit City's indemnification of County. Upon
removal of the Improvements and the payment of all costs of removal charged by the
County, the City will be deems to be fully and completely released from obligations
hereunder. The County will record a release from this Agreement upon tine termination
pursuant to this section.
6. indemnification, In lieu of and notwithstanding the pro rata risk allocation which might
otherwise be imposed between the Parties pmsuantto Government Code Section 995.6,
the Parties agree that all losses or liabilities incurred by a party shall not be shared pro
rata but instead the County and City agree mat pursuant to Government Code Section
895.4, each of the parties hereto shall fully indemnify and hold each of the other parties,
their officers, board members, employees and agents, hem dew from any claim, expense
or cost, damage or liability imposed for injury (as defined by Government Code Section
810.8) occurring by reason of the negligent acts or omissions or willful misconduct of the
indemnifying party, its officers, board members, employees or.agent% under or in
connection with or arising out of any work, authority or jurisdiction delegated to such
party under this Agreement No party, nor any office, board member, employee or agent
thereof shall be responsible for any damage or liability occurring by reason of the
negligent acts or omissions or willful misconduct of other parties hereto, their officers,
board members, employees or agents, under or in connection with or arising out of any
work, authority or jurisdiction delegated to such other parties under this Agreement This
indemnification provision shall survive any termination of this Agreement
7. 'integrated -Pest Management City shall comply with Soft Clara County Ordinance
Code; division B28 (Integrated Pest Management and Pesticide Use), as it may be
amended from time to time, regarding the application of pesticides on County -owned
property, including those provisions relating to pesticide restrictions, record keeping, and
reporting.
8.. Attorney's tees. In the event s Party commences a legal_ proceeding to enforce any of the
terms of this Agreement, the prevailing Party in such action shall have the right to
recover reasonable attorneys` fees and costs from the other Party,.to be fixed by the court
in the same action. The term "legal proceedings" as used above shall be deemed to
include appeals from a lower court judgment and it shall include proceedings in the
Federal Ba&kmptcy Court, whether or not they are adversary proceedings or contested
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MAINTENANCE AND INDEMN4'ICATION AGREEMENT
SANTA TERESA BOULEVARD AND BEMLER AVENUE ROUNDABOUT AND TRAQ,
matters. The term "Prevailing Party" as used above in reference to proceedings in the
Federal Banlavptcy, Court shall. be deemed to mean the prevailing Party in any adversary
proceeding or contested matter, or any other actions taken by the non4mnkrupt Party
which are reasonably necessary to protect its rights under the terms of this Agreement.
9. 'Recordation: The County may record this Agreement in the appropriate public records of
Santa Clara County, California.
10. Term. Thin Agreement is effective upon the date that all parties hereto have executed this
agreement. It shall remain dketive until terminated by (1) mutual .agreement of the
Parties in writing, (2) by at least thirty (30) days' prior written notice of won from
one party to the other, or (3) otherwise pursuant to the terms of this Agreement, Prior to
termination of the Agreement pursuant to this section, County shall have the right to
require City to remove the improvements and return the County ROW to its original
condition at City's sole expense. If City does not remove the Improvements prior to
termination of the Agreement, County may elect to remove the Improvements, return the
1; County ROW.to its original condition, and collect all costs thereof from City. Upon
removal of the Improvements and the return of the County ROW to its original condition,
or if applicable, the payment of all costs of removal ch Vd by the County, the City shall
be fully and completely released from obligations hereunder. The County will record a
release from this Agreement.
11. No Propertyctnterest. City shall not acquire any interest or estate in County's property
pursuant to this Agreement.
12. Notices.: All notices, requests, demands, and other communications hereunder shall be in
writing and shall be given (i) by Federal Express (or other established express delivery
service which maintains delivery records), (d) by hand delivery, or (rub by certified or
registered mail, postage prepaid, return receipt requested, to the Parties at the following
addresses, or at such other address as the Parties may designate by written notice in the
above manner.
To the "County: the gba
Michael L Murdter, Dimetor
Roads and Airports Department
County of Santa Clara
101 Skyport Drive -
San Jose, CA 95110 -1302
Richard 0. Smelser
Director, Public Works Department
City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020
Such communications may also be given by facsimile transmission, provided any such
communication is concurrently given by one of the above methods. Notices shall be
deemed effective upon receipt, or upon attempted delivery thereof if delivery is refused
by the intended recipient or if delivery is impossible because the intended recipient has
failed to provide a reasonable means for accomplishing delivery.
5 of 7
MAINTENANCE AND INDFADUICATION AGREEMENT
SANTA TERESA BOULEVARD AND MEW&R. AVENUE ROUNDABOUT AND TRAII.
11
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13.;Future Improvements. Additional improvements on the County ROW or changes to the
Improvement plans -as shown on Exhibit Aare not allowed without approval by the
County and an appropriate encroachment permit' issued by the County Roads and
Airports Department.
14., j.aw acid Permits. The Parties shall comply with all applicable laws and regulations.
City shall require all third party installers of Improvements to obtain all required permits
including an encroachment permit firom the County Roads and Airports Department prior
to entry and construction on the County ROW. City or its contractor shall obtain an
encroachment permit fiom the County Roads and Airports Department with an approved
Traffic Control Plan to conduct any maintenance activities that affect the roadway or
shoulder.
15. Governing: Law and =Venue. This Agreement shall be construed and interpreted
according to the laws of the State of Califonnia, excluding its conflict of law principles.
Proper venue for legal actions v n'11 be exclusively vested in La state Court in the County of
Santa Clara. The parties agree that subject matter and personal jurisdiction are proper in
state court in the County of Santa Clara, and waive all venue objections.
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MAINTENANCE AND IN )FIANMCATION AGREEMENT
SANTA TERESA BOULEVARD AND AM" AVENUE ROUNDABOUT AND TRAEL
16. Miscellaneous. This Agreement shall be interpreted and construed only by the . contents
hereof and there shall be no presumption or standard of construction in favor of or against
either Party. This Agreement may be modified or amended only by a writing duly
executed by both Parties. The invalidity or unenforceability of any provision of this
Agreement or the applicability or inapplicability to either Party, as determined by a court,
shall in no way affect the validity or enforceability of any of the remaining provisions
hereof or their applicability to the other Party.
IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date first above
written.
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DATE:-
(ATTACH NOTARY FORD
COUNTY OF SANTA
Aak l
K �-. -.!,,6.Murdter, Director Date
Airports Department
1: 1:94KI11101 11A:0.4:4181 0 VA:
APPROVED AS TO FORM AND LEGALITY:
y xMff Date
Deputy
7of7
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CALIIFORNIA ALL - PURPOSE ACKNOWLEDGMENT CML CODE § 1189
A notary public or other officer completing this certificate verifies only the identity of the Individual who signed the
document to which this certificate is attached, and not the tnitMiness, accuracy, or validity of that document.
State of Califomia
County of,CAYM ({l 4 - -- _ `.)
On.- before me,
Date j� A
personalty appeared-, k cha
(C /Iere, ±Insert Name and Title
lev
of signer(s)
who proved to me on the basts of satisfactory evidence to be the pprson(#y whose name(MI, is/am
subscribed to the within instrument and acknowledged „to me that h V executed the same In
ti a
p suthodzed ca city(lEisj, and that by hisQ_signature(4on the tnstnument the personft
or the entity upon behalf of which the person(igacted, executed the instrument
ANNAMARIE CRUZ
comndrslee O 20M43
= Notary PvtiUC • Coon"
salt Gera Coups
o _
W'1R COM 1 Ires Feb a 2018
I certify under PENALTY OF PERJURY under the laws.
of the State of Catifomia that the foregoing paragraph
Is true and correct.
WITNESS my hand and official sea].
Signature _
'Sigriatu of Notary Pub ,
Place Notary Seal Above
OPTIONAL
Though this section is optional, completing this information can deter alteration of the document or
fraudulent reattachment of this form to an unintended document.
Descriptio Attached Document
Title or"Type of ent• Document
Number of Pagesis�ner(s) Other Than Named Ater .
Capacity(ies) Claimed by Signer(s)
Signer's Name:
• Corporate Officer — Title(s):
• Partner — O Limited eneral
•Individual , orney in Fact
• Trustee ❑ Guardian or Conservator
• Other --
Representing:
Signer's Name:
Corporate Officer — Title(s):
17 . er' — ❑ Limited ❑ General
O tndM ❑ Attomey in Fact
• Trustee ❑ Guardian or Conservator
• Other. -
Signer Is Representing:
02014 National Notary Association • www.NationWNotary.org - 1- 800-US NOTARY (1- 800 - 876 -6827) Item #5907
CALIFORKIA ALL - PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the i
document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of.,Califo��is�; ,
County of s,�r
On.- 170
Date
personally appeared
who proved tome on the
3he;qntit scribed to the within 'in
erlht3it,authorized cap;
r upon behalf of
basis of satisfactory evidence to be the person* m
trument. and- acknowledged to me that/We st ralf#�ev e;
- - =A AU_ It®
co"_
1111COOMM 1h 201
on
I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph
Is true and correct.
WITNESS my hand and official seal.
Place Notary Seal Above
OPTIONAL
Though this section is optional, completing this information can deter alteration of the document or
fraudulent reattachment of this form to an unintended document.
Description of Attached Document
Title or Type of Document: Document Date:
Number of Pages: Signers) Other Than Named Above:
Capacitypes) Claimed by Signer(s)
Signer's Name:
O Corporate Officer — Title(s):
❑ Partner — ❑ Limited ❑ General
• Individual ❑ Attorney in Fact
• Trustee ❑ Guardian or Conservator
❑ Other:
Signer Is Representing:
Signer's Name: -
❑ Corporate Officer — Title(s):_.
❑ Partner — ❑ Limited ❑ General
❑ Individual ❑ Attorney In Fact
• Trustee O Guardian or Conservator
• Other.. -
Signer Is Representing:. - - -
lop
02014 National Notary Association - www.NdoriWNotary.org - 1- 800-US NOTARY (1- 800 -875 -6827) Item #5907
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