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Santa Clara County - Santa Teresa Blvd. and Ballybunion Dr.DOC'UME'NT: 23261330 Pages: 14 Fees.. No Fees Taxes... RECORDING REQUESTED BY- 4 Cop i as. County of Santa Clam AMT -PAID WIMN RECORDED MAIL TO: REGINA ALCOMENDRAS ROE # 024 The County of Santa Clara SANTA CLARA COUNTY RECORDER 3/30/2016 Roads and Airports Department Recorded at the request of 1:57 PM 101 Skyport Drive County Agency San Jose, CA 95110-1302 Atftdon: Am Walsh File# 150420 Space Above For Recorders Use MAINTENANCE AM ]TMFAVMCAn0N AGREEMENT SANTA TERESA BOULEVARD AM DAMYBMON DRIVE ROUNDABOUT AM RELATED DVROVZNZM THIS MAMMANCE AM INDWYMMMON AGREEMENT (this -Agreemere) is made and entered into as of the daft fully cmftd by the C=* of Santa Clara, a California political subdivbion (the "CounVj, and the City of Gilroy, a California mizaicipal corporation (the "City'. The County and the City we collectively referred to as the "Patties" and individually, a `Party". RECITALS WHEREAS, the County owns, operates, and maintains Santa Terese, Boulevard betwom timer Avenue and Club Drive as depicted an Exhibit A (the "County ROW"), and WkkREAS, County policy precludes the Ic-67txn;y from rring landscape OUT M in,cu now . light cost% including costs of fi, th .;;*04000e� or,. 60** ROW, �; arid VAUAWAS, the City seeks to remove the existing traffic signal system, at the Teresa Boulevard and BaUybunion Drive intersection and install certain traffic control and related improvements in and along the county Row and accept an responsimft for the maintenance and repair diereo4 and WHEREAS, the Parties desire to memorialize such agreement in writing. NOW, THEREFORE, the Parties hereby agree-as follows: 1. jamMLoxtighe The above Recitals are hereby incorporated herein and made a part hereof. 2. Maintenance and -R6 jjjjr. - City shall, at no cost or expense to County, at all times during the term hereof maintain, or cause to be maintained, the traffic control and reload To be recorded without fee as per Gov. Code 6103 I of 7 -4) ,(D -0(0 0 (D 12 MAINTENANCE AND INDEMNIFICATION AGREEMENT . SANTA TERESA BOULEVARD AND BALLYBUNION DRIVE ROUNDABOUT AND RELATED IMPROVEMENTS improvements depicted in Exhibit A (collectively, the "Improvements") in good and operational condition, which shall include periodic inspection. Maintenance shall include, but not be limited to, the following (collectively, "Maintenance'): a. � foundabouf and Related Improvements _Maintenance and Repairs. 1 Providing preventive maintenance, including resurfacing, overlays, and pavement markings, for asphalt pavement areas; ii. Repairing damaged asphalt, including potholes and tripping hazards, as soon as is practicable; iii. Restriping asphalt pavement markings as needed for visibility and safety; j iv. Repairing or replacing roundabout traffic signage, sidewalks, and other infimtructure identified in Exhibit A as needed; Y. Maintaining drainage irdastructure and clearing debris from drainage inlets to maintain unimpeded flow; and, A. Maintaining the C.3 stormwater treatment areas, including vegetation and perforated pipes. b. -I.andscaptna Maintenance: i. Trimming, clipping and mowing the landscaping as necessary to keep the same in good, clean and orderly condition; t' 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; i iv. Installing tree root barriers as needed to protect curb, pavement, and sidewallx; v. 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; vi. Collecting and removing clippings, debris, or litter. Clippings, debris, or litter may not be blown or swept onto the pavement (blowing materials away fivm the pavement, conditions permitting, shall generally be permissible); vii. Maintaining and repairing i negation systems serving the landscaping; viii.Repairing the fence as needed; and, 2of7 t MAINTENANCE AND INDEMNIFICATION AGREEMENT SANTA TERESA BOULEVARD AND BALLYBUNION DRIVE ROUNDABOUT AND RELATED IMPROVEMENTS ix. Paying all costs and expenses for the water used to irrigate the landscaping. C. Street`LiAiing Opeiations, _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 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-Contract and Payment: 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 Wad 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 (IPM of this Agreement, and application for an annual no-fee County encroachment permit for the work performed in Courtty 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, adrninistradon 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 injiuries, including costs and attorney's fees, occurring from or arising out of the negligent acts or omissions or willful misconduct or performance ofthe 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. . 3 of 7 MAINTENANCE AND INDEMNIFICATION AGREEMENT j' SANTA TERESA BOULEVARD AND BALLYBUNiION DRIVE ROUNDABOUT AND RELATED IMPROVEMENTS :. 4. ;Fai6gto `Maintain. If City fails to perform the Maintenance as required herein, County s — 11'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 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. Traffic Signal Equipment. City shall return all traffic signal related equipment back to the County. The traffic signal equipment must be in good working order and condition. 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 thcreoh 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 and collect all costs from City which costs will include administrative charges. Any action by the County does not affect or limit City's indenWau atioa of County. Upon removal of the Improvements and the payment of all costs of removal charged by the County, the Citywill be deemed to be fully and completely released from obligations hermunder. The County will record a release from this Agreement upon the termination pursuant to this section. 7. Indemnification.. In lieu of and notwithstanding the pro rata risk allocation which might otherwise be im posed between the Parties _ pursuant to Government Code Section 895.6, .the Parties agree that all losses or liabilities insured 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 of the patties hereto shall fully indemnify and hold each of the other parties, their 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 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. 8. Integrated Pest Manaeemem. City shall comply with Santa Clara County Ordinance Code, division 1328 (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. 4of7 MAINTENANCE AND INDEMNIFICATION AGREEMENT SANTA TERESA BOULEVARD AND BALLYBUNION DRIVE ROUNDABOUT AND RELATED IMPROVEMENTS 9. AttorneVi 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 fi+om the o&w Party, to be fixed by the court in the some 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 may record this Agreement in the appropriate public crecords of Santa Clara County, California. 11. Teen• 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 be filly and completely released from obligations hereunder. The County will record a release from this Agreement. 12. No Property Interest. City shall not acquire any interest or estate in Coumy's property pursuant to this Agreement. 13. N t0 idet. 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), (r) by hand delivery, or fi Q 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: To the City: Michael L Murdtar, Director Richard 0. Smelser Roads and Airports Department Director; Public Works Department County of Santa Clara City of Gilroy 101 Skyport Drive 7351 Rosanna Street San Jose, CA 951 10 -1302 Gilroy, CA 95020 Such communications may also be given by facsimile transmission, provided any such 5of7 MAINTENANCE AND INDEMNIFICATION AGREEMENT SANTA TERM BOULEVARD AND BALLYBUNION DRIVE ROUNDABOUT AND RELATED IMPROVEMENTS 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. 14. Future- Improvements. Additional improvements on the County ROW or changes to the Improvement plans as shown on Exhibit A are not allowed without approval by the County and an appropriate encroachment permit issued by the County Roads and Airports Department. 15. law and Pennitg. 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 encroachmert 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. 16. Governing Law and Venue. This Agreement shall,be construed and interpreted ' according to the laves 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. /J 6 of 7 MAINTENANCE AND INDEMMFICATION AGREEMENT �. SANTA TERM BOULEVARD AND BALLYBUNION DRIVE ROUNDABOUT AND RELATED IMPROVEMENTS 17. 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 BYE Waw G. Smeiser. 'rector, Public orks Department-, DATE: (ATTACH NOTARY FORM) COUNTY OF SANTA C By; 2 Michas Auirdfpr, ;Director Date Roads Airports Department OFFICE OF THE COUNTY EXECUTIVE: :Syl s, D uty Cory, Executive Date APPROVED AS TO FORM AND LEGALITY: B Ray urz Date Deputy County Counsel 7of7 CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT CML CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the bufMdual who signed the document to which this c e0cate 1s attached, and not the truthfulness, accuracy, or validity of that document. State of California County of j� ofV t Nate-,, On b before me, - ►'l�lJ�!lG`. a Date p� �I .- - - Here'Insen` Name an 'Title of personally appeared 1 W �[ y ' muo Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose named iS/ subscribed to the within instrument and acknowledged to me that he/shefthey executed the same in hW authorized capacity(WO, and that by hh&MMWr signature* on the instrument the person(* or the entity upon behalf of which the person(e)•acted, executed the Instrument. - AIWOMMmAN1E l 104 _ " 2lt8BS•,9 ft" sSima C�a t�onda § Cae1m res r� 2s 1010 I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph Is true and correct. WITNESS my U.7z i seal. Signature z --01 Signature _ f Notary,Pu 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: Documen Number of Pages: Signer(s) Other Than Named Abov Capacity(ies) Claimed by Signer(s) Signer's Name: D Corporate Officer - Title(s): • Partner - ❑ Limited O Gen. era • Individual ❑ Attomey" ;act • Trustee O G an or Conservator ❑ Other: Signer Is R renting: - Signer's Name: • Corporate Officer - Tdle(s): • Partner - D limited 0 General • Individual ❑ Attorney in Fact • Trustee [3 Guardian or Conservator D Other. Signer Is Representing: LC2� ! t`!: �?�. 1ftC_!:: �ytwa�; gt<,' Lt� .:_ <VSS�g' <�cG'L<�- 'ic' ✓ <'g�u ei:�v <' ✓tu <�tt.�<�w.;: ri<�a�<, <.ytii::,.L'c:<� <�.v ue <r!�ry <•�i<:`�a��.< ' <!c�r:o<i<`!e� i it EXISTING STREET LIGHT SIDEWALK 0 80 160 SCALE IN FEET. i"=ao, KEY KAP F - 4 -- I &S L= E, —.EXISTING SWALE SIDEWALK (7) STREET LIGHTS V X STORM WATER TREATMENT BASIN EXISTING SWALE SANTA TEMA BLVD @ BAILYBUNION DR & LUCMSA AVE MAINTENANCE AREA EXMrr SHEEP I OF 5 GUMY, CAMPAA JANUARY 2016 AR oat k-m I 1 0 80 160 SCALE IN FEET: 1"= 80' _ w �3 4 1_A "5 I o t�%f. \i RTC, OL,'R �� � •�- ' },H4,� ? (5) STREET LIGHTS EXISTING SWALE FUTURE CLASS 1 TRAIL PARTIALLY WITHIN COUNTY R/W & CITY OF GILROY P \ , SANTA TERESA BLVD @ BALLYBUNION DR & LUCHESSA AVE MADn NANCE ARSA EXHIBIT SHEET 2 OF S GIMOY. CAUFORNIA JANUARY 2018 RUGGERi= .a��as v- a [NGIML[RS • PLAMMIRS • BYRVIVOR9 803 WmID.ARR0Y0 QlR01f G 83010 P'MOME: (108) 810.0300 boa &A 818'0301 102009 ml� ,N SCALE IN FEET: 1 "= 80' KEY MAP o —_ CLASS I TRAIL PARTIALLY WITHIN COUNTY R/W & CITY EXISTING SWALE (4) STREET UGiTS Pool SANTA TEMA BLVD @ - BAILYBUMON DR & WCHESSA AVE MAINTENANCE AREA EXHMTr SHEET 3 OF 5 GRAOif. CAL FORMA ]MARY 2016 RUGGElki-Mill so JEDI-AZAR ENCINCIPS • PLANNERS • SUNVCVORS BOSS w8m W(44 00W Mom, LANDSCAPE r s v. :LANDSCAPE 0. 100 Oo SC11LC IW fFFT. 100' xEr tHaP SANTA TERM BLVD i) BALLYBUMN DR & LUORSSA AVE minmUNCE AREA EMIT - HMT 4 OF S Z CRROY. CALWORNIA �aMUaar,�o�e av :re rs� --A7Aa � �I c +a�srr+ya V••ppn�.1�wg�aagqa��• sppoanaaar���sa• r I. 1 RECYCLED WATER LINE MAINTAINED BY SCVWD \a% - I .- al J— SANTA TERESA BLVD@ ' BALLYBUNION DR & LUCRESSA AVE MAINTENANCE AREA EGUBrr SHEEr 5 OF 5 MROY. MPORKIA JANUARY 2016 RUGGIE I-AZAX ENCIN91192 • PLANIMIERS. 0 SURVIVORS iW 8Tt4AW)= WC 44119%= FHM 102009 o so :160 SCALE IN FEET: I"= 80' j KEY MAP 4 ;as ' � Lti.�RA�T � `CA11�U `�u.O I. 1 RECYCLED WATER LINE MAINTAINED BY SCVWD \a% - I .- al J— SANTA TERESA BLVD@ ' BALLYBUNION DR & LUCRESSA AVE MAINTENANCE AREA EGUBrr SHEEr 5 OF 5 MROY. MPORKIA JANUARY 2016 RUGGIE I-AZAX ENCIN91192 • PLANIMIERS. 0 SURVIVORS iW 8Tt4AW)= WC 44119%= FHM 102009 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE 1189 :!•: \: i'?. \:M: <! c. .`-'M Y: < tM':1.�c�.•!c�!!-.�tl I!T2M ; VI-1Z�7 :SIT! 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 Califomia County of :fj�'f!14 Q a r'a On lanuopX -_� before me, - - -. ;Aigdr4 E. Nava No ary=- Puib��G -. b t _ ate Here lnserf Name and fte of the OfNc personalty appeared _ i'1 l Gh61f _ - CT_, 5 M e l S er- Name (s) of Signer(s) who proved to me on thu3 basis of sat+sfactory .eyidenoe to be the. personj�j, whose narnejuj is7a+ ;subscribed to `the within instrumerrt and acknowledged, to me that he/#is/ey ". executed the, same in his/)yef/it authorized capacity; and that by hdJb /fir signatures) on the instrumer>t the perscr�ej; or the entity upon behalf of which the persorl{utj acted, "executed `the instrument. ttAiIORA E: NAVA_ Cee�oe � X68118 2018 Place Notary Seal Above I certify under PENALTY OF PERJURY under the laws of the State of Califomia that the foregoing paragraph Is true and correct. WITNESS my hand and official seal. Signature-- Stnature of Notary Public Though this section is optional, completing this infommdon can dater alteration of the document or fraudulent reattachment of this form to an unintended document Description of Attached Document . -. f�c o �'ftra 9oxlevQ 04 ea 4 : II Title or Type of Document ff+AKICI + on ! Document Date n ib d4-Fc s•9ntr+• Number of Pages: Signer(s) Other Than Named Above: Cepacity(ies) Claimed by Signers) Signer's Name: O Corporate Officer — Title(s): • Partner — 0 Limited O General • Individual 0 Attorney in Fact 0 Trustee 0 Guardian or Conservator 0 Other: Signer Is Representing: Signer's Name: • Corporate Officer — Tide(s): _ • Partner — 0 Limited 0 General ❑ individual 0 Attorney in Fact 0 Trustee O Guardian or Conservator O Other. Signer Is Representing: - 02014 National Notary Association • www.NaflonalNotary.org • 1.800 -US NOTARY (1- 800 - 876 -6827) Item #5907