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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, Ldp Fes : f tl,r_ 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 t� m °t3 ® A O O 0 CD O 00 Ca m 1 of 7 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 , 3 of 7 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 4of7 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 ►1i 1l ij 11 N 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. 6of7 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. • ; I m Lqox.;F.j 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 MAINTENANCE NEl PARKING HAY STORM WATER Lm TREATMENT BASIN KEY MAP- - (2D) STREET LIGHTS STORM WATER TREATMENT BASIN SIDEWALK (4) FLASHING BEACONS 0 . _ 100 200 MATCiRM SEE SUM 2 SCALE IN FEET: 1 "a 100' - - EXHIBIT A - - -- 3 SANTA TERESA BLVD MAU NANa AM EXE rr SHW 1 OF 8 =� GU ROY. CAI50MU AUGUST 201S — 14 ---- - ---i— J �[iGC3ERI- JEAlSEA1 -BAR I CNOINL6N6 • PLAN RCNt,*.;BYNYLYOQ6 60080 AFSM 00A'AY. 01 MW L — — — — — — -- - — _ PXOIa 408 610 -0300 rM BBB -WO! ,oes L ." , ono _ 102009 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 au- LL CLASS I TRAIL WITHIN CITY su swr 3 CWGRAOY 0 Wo 200 I SCALE IN FEET. 1'= 100' EIXMIT A SANTA TERESA BLVD MAKMANCE AREA EKHMr SHM 2 OF 8 MROY. CMDORM AUG= "IS RUGGE [-AZAR EMOINECRO • PHCM 102M �' r I �. S I j e Y, { � � 1. is --lAK W-2 LANDSCAPE LANDSCAPE loo;m�: '200 SCALE IN. FEET: i"--.IW 1ANDSWE SHMS M MM ........... EXMIT A SANTA TERESA. BLVD MAUfMANaAUA EWMrr co SHEET 5 OF 8 GUROY, CUMORM AUGM201S RUMEF I-AZAR 9NOINtCRO PLAWN 9AS SOMV000 L J mom i62M �V— mttp—=-o- IOU An= . ...... J f!I ICI CLASS I TRAIL WITHIN CITY OF GILROY I LANDSCAPE LIMIT OF LANDSCAPE SPLIT RAIL FENCE M?), 100 266 luTclim SEE SHM7 7- r 'icc' LANDSCAPE SHEETS KEY MAP -EXMIT A IS i SANTA TEMA BLVD MANMANa AREA VMff SHM 6 OF 8 CaROY, CAMRMA AUGUST 2015 EZ 7t=- 77 RUGGERI-JEN=N-rAZM I ellocolitais s, *iAloweWs sm =*G=. W(44 849-M . . . .... ... ...... ... .. .. . . ... lom SEE _ UMIT OF LANDSCAPE 1T BACK OF TRAIL (TYP) CLASS 1 TRAIL WITHIN CITY OF GILROY a LANDSCAPE I' :f OMIT OF LANDSCAPE SPLIT RAIL FENCE (TYP) fk UMIT OF UWDSCAPE RIGHT OCLARA COUNTY STA. 81 +75.00 . e e CLASS 1 TRAIL WITHIN COUNTY • RIGHT OF WAY -.200 SCALE IN FEET: 1°= 100'., IANDSCAE S»rS KEY MAP EXHIBIT A i SANTA TERESA BLVD 1 AAWMANa AREA EXMrr SFIEEI' 7 OF 8 � O GI ROY, CALIFORNIA AUGM x015 T •® i _ _ _ tM01NtLR9 -.• P�ANMLRS � fYRYLYOR! OW CAMNO ARROW GIRO . 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