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Santa Clara County - Maintenance and Indemnification Agreement for Santa Teresa Blvd and Hecker Pass Hwy (Gilroy Welcome Park)RECORDING REQUESTED BY: County of Santa Clara WHEN RECORDED MAIL TO: The County of Santa Clara Roads and Airports Department 101 Skyport Drive San Jose, CA 95110-1302 Attention: Jim Walsh File# ENC 19-0244 Space Above For Recorder's Use MAINTENANCE AND INDEMNIFICATION AGREEMENT SANTA TERESA BOULEVARD AND HECKER PASS HIGHWAY GILROY WELCOME PARK THIS MAINTENANCE AND INDEMNIFICATION AGREEMENT (this "Agreement ") is made and entered into as of the date fully executed by and between the County of Santa Clara, a California political subdivision (the "County"), 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." RECITALS WHEREAS, the County owns, operates, and maintains certain areas in the vicinity of the intersection of Santa Teresa Boulevard and Hecker Pass Highway as described on Exhibit A and incorporated herein by reference and depicted in the map attached hereto as Exhibit B (the "County ROW"); and WHEREAS, the County and City entered into a Maintenance and Indemnification Agreement on February 10, 2005 ("2005 Agreement"), which was filed in the Office of the Santa Clara County Clerk -Recorder on February 10, 2005, as attached hereto as Exhibit C, to install certain landscaping and certain street, sidewalk, street lights, pavement, storm drain, sewer, and fixtures improvements, traffic signals and interconnects within the County ROW, ("Original Improvements"); and WHEREAS, the City has subsequently applied for an encroachment permit to install additional landscape, irrigation system, entry monument, sidewalk, tubular steel fence, bike racks, and electroliers street lights ("New Improvements") within the County Right of Way. The Original Improvements and New Improvements are as shown and listed on Exhibit D, attached hereto and incorporated herein, to provide aesthetics and a finished frontage for Gilroy Welcome Park; and 4851-8353-9106v1 1 of 8 CCHU\04706091 MAINTENANCE AND INDEMNIFICATION AGREEMENT SANTA TERESA BOULEVARD AND HECKER PASS HIGHWAY GILROY WELCOME PARK WHEREAS, as a condition precedent to the requested encroachment permit, the City has agreed to retain all responsibility for the maintenance and repair of both the Original Improvements and New Improvements (collectively, "Improvements") within County ROW and to indemnify and defend the County from all liability and damage arising from the Improvements, unless such liability is due to the sole negligence and willful misconduct of County; and WHEREAS, the Parties desire to memorialize such agreement in writing. NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. Incorporation. The above Recitals are hereby incorporated herein and made a part hereof. 2. 2005 Agreement. The 2005 Agreement remains in full force and effect. However, this Agreement adds New Improvements in areas covered by the 2005 Agreement and additional New Improvements in areas not covered by the 2005 Agreement. 3. Maintenance and Repair. City shall, at no cost or expense to County, always during the term hereof maintain, or cause to be maintained, the Improvements depicted and listed in Exhibit D in good and operational condition, which shall include periodic inspection. Maintenance shall include, but not be limited to, the following (collectively, "Maintenance"): a. Improvements, Maintenance and Repair: i. Entry monument maintenance shall include periodic inspection of the integrity, severability, and soundness of the appurtenances to provide safe travel to the public, and maintain the stability and integrity of County ROW; ii. Removing graffiti in a timely fashion on the entry way appurtenances leading into the Gilroy Welcome Park; and b. Landscaping Maintenance: i. 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; 4851-8353-91060 CCHU104706091 2 of 8 MAINTENANCE AND INDEMNIFICATION AGREEMENT SANTA TERESA BOULEVARD AND HECKER PASS HIGHWAY GILROY WELCOME PARK iv. Installing tree root barriers as needed to protect curb, pavement, and sidewalk; v. Maintaining and repairing irrigation systems exclusively serving the Landscaping in good working order and to prevent over spray onto pedestrian walkways or road pavement; vi. Removing all tree debris regularly as part of routine maintenance to prevent debris from being deposited into County roadway drainage system inlets, maintain surface drainage and repairing erosion; vii. Collecting and removing clippings, debris, or litter. clippings, debris, or litter may not be blown or swept onto the pavement (blowing materials away from the pavement, conditions permitting, shall generally be permissible); viii.Repairing the steel fence, and bike racks as needed; ix. Keep sidewalk, concrete paving, and pedestrian and bicycle access in a good and orderly condition, including the removal of litter, downed tree limbs, obstructions and the like; x. Paying all costs and expenses for the water used to irrigate the landscaping; and xi. Taking access to the site from the adjacent private property or from the cross - street connection, and not via vehicles stopped alongside the roadway or shoulder where no parking shall be permitted. Should access from Santa Teresa Boulevard and Hecker Pass Highway be required to conduct the Maintenance, applicant shall apply for and obtain an encroachment permit as specified in Section 16 ("Law and Permits"). c. Street Li2htin2 Operations, Maintenance, and Repair. i. Maintaining and repairing of lamps, fixtures, 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 Maintenance 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 Improvements (direct or indirect) to the County ROW, public drainage system, or any public structures within County ROW shall be restored to their original condition by City at 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. 4851-8353-91060 3 of 8 CCHU104706091 MAINTENANCE AND INDEMNIFICATION AGREEMENT SANTA TERESA BOULEVARD AND HECKER PASS HIGHWAY GILROY WELCOME PARK 4. Maintenance Service Contract and Pavment. If the City contracts for third -party services to satisfy its Maintenance obligations under this Agreement, the following provisions apply: a. The frequency of the Maintenance shall be established in a maintenance service agreement prepared by City and mutually agreed 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 8 ("Integrated Pest Management") of this Agreement, 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. 5. Meet and Confer. In the event that the County believes that City has failed to maintain the Improvements as required herein, County shall give City written notice of its desire to meet and confer regarding the Maintenance. County shall give City a minimum of 30-day written notice, in accordance with Section 14 ("Notices"), 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 requisite notice period has passed, County may, at its option, provide the 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. 6. Obligation to Remove. In the event the Director of Roads and Airports determines in his sole discretion that a necessary work of improvement requires that the Improvements 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 Improvements 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 4851-8353-9106v1 4 of 8 CCHU\04706091 MAINTENANCE AND INDEMNIFICATION AGREEMENT SANTA TERESA BOULEVARD AND HECKER PASS HIGHWAY GILROY WELCOME PARK 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 deemed to be fully and completely released from obligations hereunder. The County will record a release from this Agreement upon the termination pursuant to this section. 7. Indemnification. The City shall indemnify, defend, and hold harmless the County, its officers, agents and employees from any claim, liability, loss, injury or damage arising out of, or in connection with the Encroachment Permit and/or this Agreement by Applicant and/or its agents, employees or sub -contractors, excepting only loss, injury or damage caused by the sole negligence or willful misconduct of personnel employed by the County. It is the intent of the Parties to provide the broadest possible coverage for the County. 8. Integrated Pest Management. City shall comply with Santa 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. 9. Attornev's Fees. In the event a 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 Bankruptcy Court, whether or not they are adversary proceedings or contested matters. The term "Prevailing Party" as used above in reference to proceedings in the Federal Bankruptcy Court shall be deemed to mean the prevailing Party in any adversary proceeding or contested matter, or any other actions taken by the non -bankrupt Party which are reasonably necessary to protect its rights under the terms of this Agreement. 10. Recordation. The County shall record this Agreement in the appropriate public records of Santa Clara County, California. 11. Term. This Agreement is effective upon the date that all parties hereto have executed this agreement. It shall remain effective until terminated by (1) mutual agreement of the Parties in writing, (2) by at least thirty (30) days' prior written notice of termination 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 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 charged by the County, the City shall 4851-8353-9106v1 CCHU104706091 5 of 8 MAINTENANCE AND INDEMNIFICATION AGREEMENT SANTA TERESA BOULEVARD AND HECKER PASS HIGHWAY GILROY WELCOME PARK be fully and completely released from obligations hereunder. The County will record a release from this Agreement. 12. No Proaerty Interest. City shall not acquire any interest or estate in County's property pursuant to this Agreement. 13. Assignment. Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party. 14. 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), (ii) by hand delivery, or (iii) 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 Countv: Land Development Unit Roads and Airports Department County of Santa Clara 101 Skyport Drive San Jose, CA 95110-1302 To the Citv: 6',lR04A awok15 Ci4, Fn "ge,r FuStie lVaLks aiAEcTo/z City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 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. 15. Future Improvements. Additional improvements on the County ROW or changes to the Improvement plans as shown and listed on Exhibit D are not allowed without approval by the County and an appropriate encroachment permit issued by the County Roads and Airports Department. 16. Law and 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 from the County Roads and Airports Department prior to entry and construction on the County ROW. City or its contractor shall obtain an encroachment permit from the County Roads and Airports Department with an approved Traffic Control Plan to conduct any maintenance activities that affect the roadway or shoulder. 17. Governiniz Law and Venue. This Agreement shall be construed and interpreted according to the laws of the State of California, excluding its conflict of law principles. Proper venue for legal actions will be exclusively vested in a 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. 4851-8353-9106v1 CCHU104706091 6 of 8 MAINTENANCE AND INDEMNIFICATION AGREEMENT SANTA TERESA BOULEVARD AND HECKER PASS HIGHWAY GILROY WELCOME PARK 18. 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. CITY O ILROY BY: ®� a5 l ! Date 41?-VP f AWvA--9, N Ile tv,01eks D/Zfc/-Z-�g ATTEST: By:0- e- 1' 5-1 1 Date sU2AtYi ? APPROVED AS TO FORM AND LEGALITY: q ................ . Andy Faber, City Attorney Date (ATTACH NOTARY FORM) I/ I/ // // // 4851-8353-91060 CCHU104706091 7 of 8 F i i I MAINTENANCE AND INDEMNIFICATION AGREEMENT SANTA TERESA BOULEVARD AND HECKER PASS HIGHWAY GILROY WELCOME PARK COUNTY OF SANTA CLARA By: Harry Freitas, Director Date Roads and Airports Department APPROVED BY THE OFFICE OF THE COUNTY EXECUTIVE: By: Sylvia Gallegos, Deputy County Executive Date APPROVED AS TO FORM AND LEGALITY: I' 0 Christopher Cheleden Date Lead Deputy County Counsel Attachments: Exhibit A: County Property Exhibit B: County Right of Way Map Exhibit C: 2005 Agreement Exhibit D: List and Depiction of New and Original Improvements 4851-8353-91060 $ Of g CCHU104706091 ZZIALIFORNIA ACKNOWLEDGMENTCIVIL CODE § 1189 ?+:^Si`.°'>KSS'%..%S:':••y...-<S`•: ';�;•.•r:.�..-hY. e•:..r..S.'ST`••:•`.ii;•'•S`.:::-'::�+ti''�. .-ti.':i:.{an.,a:;. .sa^.at �^a:•.• .:`rr `.•.�.<.to<••. 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 truthfulness, accuracy, or validity of that document. State of California County of q, (` vltM (I1 Ct'04, On 0,,Y' �vml 5 l')-ot `1 before me, -P 9c�-Zt? )o�&t P DateHere Insert Name and Title of th�,Officer personally appeared ') '��1 �`. •. �_ ���_.��_� ��� Name(s) of Signer(s) 9 who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. �> SUZANNEGUZZETA Notary Public - California z Santa Clara County >_ Commission a 2281205 My Comm. Expires Apr 12. 2023 Place Notary Seal and/or Stamp Above 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 a�p official seAl. Signature OPTIONAL �A 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: jl�1(fL-,,(C e4n4 1kn uvAiA. Document Date: Number of g Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ 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 ❑ Guardian or Conservator ❑ Other: Signer is Representing: ^fir.::-. :.,• <:.<:. :.<... <,.<•- •+'s.;:sa l: <...i`•`SS .•v':a�a. N:: •'.1"?yr4.:{:�"::'S7.S'•:s:T�'•'ti:'y�:a.•3:'�:•:�•<.'�.':!�'ir ::'y`••.a`nc�;'M• :2'i•+• `•:�:^:'�K.:: 1• iNational• •ry Association "EXHIBIT A" MAINTENANCE AREA All that real property situated in the City of {3i|roy. County of Santa Clara, State of California, being a portion of Hecker Pass Highway (Hecker Pass Road' 8R-152) dedicated on the map entitled "Tract No. 9374, The Village Green", filed November 26, 2001 in Book745 of Maps, at Pages 13thnough 17. Records of Santa Clara County, California, and portions of Hecker Pass Highway (SR-152) and Santa Teresa Bou|evord, shown as "Parcel S" on the Amended Record ofSurvey filed Ju|yA' 1070 in Book 270 of Maps, at Pages 22 and 23, Records of Santa Clara County. California, being more particularly described amfollows- Beginning at the southeast corner of "Lot 18", being on the west line of Santa Tarmao Boulevard, as shown said map entitled "Tract No. 9374, The Village Green"; thence along said west line, N04055'54"E' a distance of 115.83 feet to the mouth line of Hecker Pass Highway (Hecker Pass Road, SR-152), as shown on said map entitled "Tract No. 9374, The Village Green", and a tangent curve to the left having a radius of 50.00 feet; thence northwesterly along said oun/a' through e central angle of 114"52'01"' a distance of 100.24 feet; thence continuing along said south line, S70003'53'VV' a distance of 136.66 feet tothe beginning of non -tangent curve to the hght, from which the radius point bears N20015'43'W' a radial distance of 1,850.00 feat; thence continuing along said south line, westerly along said curve, through a central angle of 07=27'58"' m distance of 241.05 feet; thence continuing along said mouth line, S70000'48'VV, a distance of 134.02 feet to the east line of "Parcel A", as shown on the map entitled "Tract 18315. Heartland EmtaTea- North". filed PWay23' 2018 in Booh892 of Maps, at Pages 37through 42' Records of Santa Clara County' California, thence along said east |ine. NOOOOO'38''E, o distance of 31.88 feet to the beginning of non -tangent curve to the left, from which the radius point bears N08052'23''VV. o radial distance of 1,840.00 feet; thence leaving said east |ine, easterly along said curve, through acentral angle of11023'24''.adistance of3G5.78feet; thence N7O"O3'53"E'e distance of 182.28 feet to o tangent curve to the right having a radius of45.00 feet; thence southeasterly along said curve, through o central angle of 115"50'33'f , a distance of 90.88 feet; thence S05054'26'W' a distance of 147.86 feet; thence N85004'08''VV, a distance of27.51 feet to the Point of Beginning. Containing 13,574 square feet, more or less, END OF DESCRIPTION. This description was prepared bymoorunder mydirection pursuant to the requirements of the Professional Land Surveyor's Act. B�anPierme'PL8885Q Date Page 1 of I i ��T�• � t i` t :n w .a Lit LL C!) i Nbs z_ 0�j 0 � rn czr, t i 0 c) f.3 m LL c car -Sn� ti11•. � .s� LLJ gr It INS t � M ►f yf✓�"� ..may. ./" � 1t .. � • _ - aa \ `� \ "►..- `yti ii f l �Mp'��UP.IfflIUIE';Aj to svaiv -.f J!gp,X3tisIIfjjgx3 A.juno3 ?1(.j'1 AIU6C"`�5jf(11t{K3tfP.li.��s8turne�dl�ot�r6-tCog6slsfi -.,qo :N y�d"311, t 6LOZ "6. AInr i 4 Exhibit AGMEMENT FOR MARNTENANCE BY CITY OF GILROY OF A PORTION OF SANTA TERESA BOULEVARD WITFEN COUNTY JMSOICTION TI-RS AGREEMENT FOR M.AMTENANCE OF A PORTION OF SANTA TERESA BOULEVARD ("Agreement") is shade and entered into as of the ► 0 44' day of � b 20t%w 5 by and between the CITY OF GILROY, a municipal corporation ("CITY'") Ad the COUNTY OF SANTA CLARA, a political subdivision of the State of California C County„). RECITALS WHEREAS, the County is the fee owner of that certain real property located on the west side of Santa Teresa boulevard within the City of Gilroy, County of Santa Clara, California, from a point one hundred ten (I t 0) feet north of Third Street to the intersection of First Street, and then on all of Santa Teresa Boulevard to a point approximately nine hundred. (900) feet north of Ungmeadow Drive, which property is more particularly described on Exhibit "A' att shed hereto and incorporated, herein by reference ("Properly"), and which property is depicted in the map attached hereto as Exhibit '"B ; and VMER EAS, certain landscaping ("Landscaping") and certain street, sidewalk, street lights, pavement, storm drain, sewer, and fixtures improvements, traffic signals and interconnect, { Improvements ), existing and new, are being or have been installed and constructed within the County right-of-way along Santa Teresa Boulevard, Gilroy, in the area of the Property; and; WHEREAS, tho. City has Bled plans and specifications prepared in compliance with the City of Gilroy Standards and Specifications ("City Standards), and an encroachment permit application for the construction of a certain Mantelli Gap Closure and Signal.Project ("Project" in conjunction with the widening and improvement of Santa Teresa Boulevard; and WHEREAS, subject to and in accordance with the terns and conditions of this agreement, the City has agreed to assume all responsibility for the inspection of Improvements as defined herein and ordinary maintenance and repair of the existing and new Improvements and Landscaping upon completion of the Project; and WHEREAS, the Parties recognize that the City in taking over the Maintenance of the Landscaping and Improvements under the terms and conditions of this Agreement will invest resources, and that this investment, along with the Landscaping and improvements should be preserved; and WHEREAS, the Parties desire to memorialize such agreement in writing. NOW THEREFORE, in consideration of the mutual covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: I of 8 1. Maintenance of LandscapLnj and Improvements A) The City. shall use ordinary care to, at no cost or expense to the County, maintain, or cause to be maintained, the Landscaping and Improvements in good, clean and functioning condition, and in good repair ("Maintenance"). The Maintenance of the Landscaping shall consist of the following: (a) trimming, clipping and mowing the Landscaping as necessary to keep the same in good, clean and orderly condition; (b) removing all papers, debris, and refuse to the extent necessary to keep the Landscaping in good, clean and orderly condition; and (c) pruning and trimming the trees and shrubs as necessary, in accordance with City standards; (d) maintaining and repairing irrigation systems exclusively serving the Landscaping and (e) paying all costs and expenses for the water used to irrigate the Landscaping. The Maintenance of the Improvements shall include: (i) maintaining, repairing or replacing public utilities installed by or for City; (ii) maintaining, repairing or replacing street lights, traffic signals, detection loops and related fixtures or equipment; (iii) maintaining, repairing or replacing storm drains, sewer lines, water lines and any other subsurface improvements; (iv) maintaining, repairing or replacing street improvements on the Property, including, without limitation, roadway pavement, curb and gutter, sidewalk, and pavement; and (v) generally maintaining and repairing the Improvements in accordance with standard City practices. B) The City's obligation to perform the Maintenance shall continence upon the completion of the Project and continue throughout the term of this Agreement. Nothing herein shall be construed to require the City to complete the Project or to complete the Project at any particular time. Nothing herein shall be construed as a relinquishment by County of County's rights, title and interest in the Property consistent with that certain Relinquishment Agreement between the City and County executed March 19, 1978, except as specifically provided for herein. 2. Preservation of Landscaping and Improvements. Commencing with the completion of the Landscaping and Improvements, the County agrees to allow the Landscaping and Improvements to remain in place for the term of this Agreement, provided that City has undertaken its obligations pursuant to Paragraph i (Maintenance of Landscaping and Improvements) of this Agreement and continues to perform the Maintenance of the Landscaping and Improvements. County shalt not remove or in any way alter any part of the Landscaping or Improvements, except upon prior written approval of City. Should County believe that City is not properly conducting the Maintenance of the Landscaping and Improvements, County shall so state in writing and the Parties shall meet and confer regarding the Maintenance as specified in Paragraph 8 of this Agreement. 2 of 8 3. Recordation. City shall cause this Agreement to be recorded in the appropriate public records of Santa Clara County, California. 4. Term. ,This Agreement shall remain in effect until terminated by mutual written agreement of the Parties, or until . annexation of the property to the City. Annexation of only a portion of the property terminates the agreement as to that portion. 5. Indemnification. In lieu of and notwithstanding the pro rata risk allocation that might otherwise be imposed between the Parties pursuant to Government Code Section 895.6, 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 that pursuant to Government Code Section 895.4, each Party hereto shall fully indemnify and hold the other Party, its officers, board members, employees and agents, harmless 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 agents, 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 officer, 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 the other Party hereto, its officers, board members, employees or agents, under or in connection with or arising out of any work, authority or jurisdiction delegated to such other Party under this Agreement, 5. Runs with Land. This Agreement shall run with the land and shall inure to the benefit of, and be binding on, the Parties and their successors. 7. Assignment. Either Party may assign this Agreement or any duties or obligations hereunder to a successor governmental entity without the prior consent of the other Party. Neither Party may assign this Agreement or any rights or obligations hereunder to a party that is not a governmental entity without the prior written consent of the other Party. 8. beet and Confer. In the event that the County believes that City has failed to maintain the Landscaping or Improvements as required herein, County shall give City written notice of its desire to meet and confer regarding the Maintenance. County shall give City a minimum of thirty (30) days written notice to come into compliance with this Agreement unless there is an immediate safety concern. In the event of an immediate safety concern, or after thirty (30) days notice, County may, at its option, perform Maintenance work. City shall continue to remain responsible for payment of, and shall reimburse County for all reasonable costs of, Maintenance work within the scope of this Agreement. 3of8 9. 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 services which maintains delivery records), (ii) by hand delivery, or (iii) by certified or registered mail, postage prepaid, return receipt requested, to the other Party at the following addresses, or at such other address as the Party may designate by written notice in the above manner. To the City: City Engineer City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 Telephone (408) 84+6-0450 Facsimile (408) 846-0429 To the County: Property Management County of Santa Clara Roads and Airports Department 101 Skyport Drive San Jose, CA 951,10 Telephone (408) 573-2410 Facsimile (408) 441-0275 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. la. 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 provisions 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. This Agreement shall be construed according to and governed by the laws of the State of California. 4of8 a t i —IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date first above written. AT7['EST'; p 4 Rhonda Pellin, City Clerk DATE: .2- r© -OS` COUNTY OF SA4, TL C BY: MicVa7d.Arport$ rdte , Dixpctor Roa begartment DATE: APPROVED AS TO FORM AND LEGALITY &A� 0S Deputy Cou ty Counsel 5of8 f ' 1 STATE OF CALIFORNIA ) )ss. COUNTY OF SANTA CLARA ) TITLE OF DOCUMENT: Agreement for Maintenance by City of Gilroy of a Portion of Santa Teresa Boulevard within County Jurisdiction On February 10, 2005, before me, Rhonda Pellin, Notary Public, personally appeared Jay Baksa personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. vvuu"ofNw" is .. 'ems r►: per GC Sec. 40914; CC Sec. 1181 (Notary Seal) CALIFORNIA JURAT WITH AFFiANT STATEMENT State of California County of • See Attached Document (Notary to cross out lines 1-6 below) O See Statement Below (lanes 1-5 to be completed only by document signer(s], not Notary) Signature of Document Sign( No. t '-4n4bna or 0ournent -47W No. 2 (S axrsY? Subscribed and sworn to (or affirmed) before me on this day of , by Dat1t iAarNh Y*er (�) Nam► of signer Y a Personally known to me '0 Proved to me on the basis of satisfactory evidence to be the person who appeared before me (•) Q (and (2) Nam of S" 0 Personally known to me 0 Proved to me on the basis of satisfactory evidence to be the person who appeared before me.) 5"tura of Notary PLZW Place tyotary seal Aaov. t?PFlC)NAL Though the information below is not required by law, it may prove �.41kub,e. " a ., t �� ��, i" valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Top of thumb here Top of thumb here Further Description of Any Attached Document Title or Type of Document; Dmument Date: Number of Pages: Sigmr(s) Other Than Named Above: CM Naftw Notary A3sodatbn • 9350 Do Soto Ave.. P.O. Box 2402 • Chatewortft, CA 91313-24M • www.NaM iOIND Y-org Mem N5910 Rrord6r, GN Tb&Fre*1400VG4 827 i ) i EXH031T A City of Gilroy Santa Teresa Project PROJECT LIMS The Santa Teresa Project limits shall consist of all real property from the centerline to 55 feet west of the centerline of Santa Teresa Boulevard from approximately 110 feet north of Third Street to First Street. From First Street, the lints include all of Santa Teresa Boulevard to approximately 900 feet north of Longmeadow Drive. 8 of 8 Santa Teresa Boulevard U Exhibit B o Ilk 0 OLU + c 0 Q caOn m cv t C1 O Q V1 Q 4 _ j �L( U Ir CO LU CL CD (DO LAJ t � It CIO-� w ' � �« «• �'� fie: '+aOtt t cm CD �+, � •.:�... .. , ::jjam� :� ."i t { '.y �� to {j,}_ O C V C- C fly F 7C3 zm > CO w� AL t,` Iii— _rn �- > 16 0 U \,°` �\ `� +� *`t• + cis a (n v > i3 �(D , ai v U ; a �3 o x a c�cs 1 y O O C Y Q1 i U) (n to u) u f-- N v _ �w0505w UJUJUJwwww k S 6 1 unlC'MLl FILM') Ji 3jUaiva.+(iAwj "DIIQ! gv�5wtfgIqX3 6luno-) eALIC a31(1(:Vf:-; ,(1458166 iwrl:-A N;.Vd 31t, hLor'r:3ivu LOId