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Home My WebLink About102-Cooperative Agreement.pdfAgreement by and between the City of Saratoga and the September 2010 Santa Clara Valley Water District related to stream bank erosion and storm drain outfall repair along Calabazas Creek at Padero Court 1 AGREEMENT BY AND BETWEEN THE CITY OF SARATOGA AND THE SANTA CLARA VALLEY WATER DISTRICT FOR STREAM BANK EROSION AND STORM DRAIN OUTFALL REPAIR ALONG CALABAZAS CREEK AT PADERO COURT THIS AGREEMENT (hereinafter “AGREEMENT”) is made and entered into this _____ day of __________________, 2010, by and between the CITY OF SARATOGA (hereinafter “CITY”), a California municipal corporation, and the SANTA CLARA VALLEY WATER DISTRICT (hereinafter “DISTRICT”), a special district of the State of California. CITY and DISTRICT may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.” RECITALS WHEREAS, the District has fee title to certain real property along, and owns an easement across, a portion of the west bank of Calabazas Creek, as more particularly shown on Exhibit A, Calabazas Creek at Padero Court: Location Map, and Exhibit B, Calabazas Creek at Padero Court: Conceptual Design, attached hereto and incorporated herein; and WHEREAS, erosion continues to impact District’s property and easement described in Exhibits A and B at the west bank of Calabazas Creek in an approximately 500-square-foot area adjacent to CITY’S twelve- (12) inch corrugated metal pipe (CMP) storm drain outfall; and WHEREAS, DISTRICT desires to prevent further erosion and finds repairing existing erosion and CITY’s storm drain outfall to be in DISTRICT’s best interest because such repair work maintains stream bank stability and supports DISTRICT’s efforts to reduce the potential for impacting adjacent properties as a result of flooding; and WHEREAS, DISTRICT has the expertise and equipment to make such repairs effectively and expeditiously, and has experience performing such work on stream banks; and WHEREAS, CITY will provide funds to DISTRICT to repair the erosion and its storm drain outfall (hereinafter “PROJECT”), for a portion of the administrative, design, and construction costs of labor, equipment, and materials incurred by DISTRICT on PROJECT; and WHEREAS, by entering into this Agreement, the Parties are not in any manner contending or establishing any liability or causation that CITY’S storm drain outflows are the cause of such erosion; and WHEREAS, DISTRICT is willing to perform the PROJECT partially funded by CITY as described herein. NOW THEREFORE, in consideration of their mutual promises and agreements, and subject to the terms, conditions and provisions hereinafter set forth, the parties hereto agree as follows: AGREEMENT 1. DESCRIPTION OF PROJECT SITE Approximately 500 square feet of erosion of the west bank of Calabazas Creek exists adjacent to CITY’s 12-inch CMP storm drain outfall as shown on Exhibits A and B. Agreement by and between the City of Saratoga and the September 2010 Santa Clara Valley Water District related to stream bank erosion and storm drain outfall repair along Calabazas Creek at Padero Court 2 Routine and supplemental inspections by CITY and DISTRICT staff have revealed progressive deterioration of the stream bank and outfall. Such erosion has compromised the stream bank and storm drain outfall at this location to a condition whereby both CITY and DISTRICT believe repairs are required to maintain the stream bank and outfall. 2. SCOPE OF WORK 2.1 DISTRICT shall perform the following: 2.1.1 Administer, design, and execute the repair of the erosion described in Section 1, and coordinate with appropriate local, state, federal, and regulatory agencies, regarding any permits or approvals for PROJECT. 2.1.2 DISTRICT will perform the repair work under DISTRICT’s Stream Maintenance Program (SMP) permits, if authorized by appropriate regulatory agencies. 2.1.3 The repair entails field surveying, placing appropriately-sized boulders, backfilling behind the boulders with suitable import fill, and repairing CITY’s storm drain outfall. The completed surface will be planted to minimize the potential for future erosion and reduce the likelihood of the stream bank being further compromised at this location. 2.1.4 Endeavor to complete PROJECT prior to October 30, 2010 and ensure completion no later than October 30, 2011. 2.2 CITY shall perform the following: 2.2.1 Act promptly to issue an encroachment permit at no cost to DISTRICT, if deemed necessary by CITY, for DISTRICT to perform and complete PROJECT in a timely manner to meet the time requirements set forth in 2.1.4. 2.2.2 In the event regulatory agencies determine that the SMP is not appropriate or sufficient authorization to perform the PROJECT, CITY shall use its best efforts to seek and obtain additional required permits and approvals from regulatory agencies in time for the DISTRICT to timely complete the work. In the event permits are not obtained, DISTRICT is not required to execute the PROJECT. 2.3 The designated project manager for DISTRICT for the duration of the PROJECT is Roger Narsim. DISTRICT’s project manager shall have all the necessary authority to direct technical and professional work within the scope of the AGREEMENT and shall serve as the principal point of contact with CITY. The designated project manager for CITY for the duration of the PROJECT is John Cherbone. Except as superseded by existing CITY ordinance, rule or practice, CITY’s project manager shall have all the necessary authority to review, approve, and accept technical and professional work within the scope of the AGREEMENT and shall serve as the principal point of contact with DISTRICT. Agreement by and between the City of Saratoga and the September 2010 Santa Clara Valley Water District related to stream bank erosion and storm drain outfall repair along Calabazas Creek at Padero Court 3 3. COST-SHARING OF PROJECT 3.1 CITY shall pay to DISTRICT an amount equal to 50% of the actual cost of the labor and material used for PROJECT up to a maximum of $50,000, according to invoices submitted by DISTRICT. Total PROJECT cost is estimated to be $127,000. 3.2 CITY shall make payment to DISTRICT no later than 45 days after receipt of DISTRICT’s PROJECT completion notification and invoices, along with any supporting documentation. 4. INSURANCE AND INDEMNIFICATION 4.1 In lieu of and notwithstanding the pro rata risk allocation, which 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, DISTRICT and CITY agree that, 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, harmless from any claim, expense or cost, damage or liability imposed for injury (as defined in Government Code Section 810.8) occurring by reason of the negligent acts or omissions or willful misconduct of the indemnifying party, its officers, 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, 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. 4.2 DISTRICT shall require its work force and/or DISTRICT’s contractor performing the work to secure and maintain in full force and effect at all times during PROJECT execution and until PROJECT completion, bodily injury insurance, property damage insurance and contractual liability worker compensation and auto coverage in forms and limits of liability acceptable to both DISTRICT and CITY, naming DISTRICT and CITY and their respective officers, employees, and agents as additional insured from and against all damages and claims, loss of liability, cost or expense arising out of or in any way connected with the PROJECT. 5. ADDITIONAL PROVISIONS 5.1 A party’s waiver of any term, condition, covenant, or breach of any term, condition or covenant shall not be construed as a waiver of any other term, condition, or covenant or breach of any other term, condition, or covenant. 5.2 This AGREEMENT contains the entire AGREEMENT between DISTRICT and CITY relating to PROJECT. Any prior agreements, promises, negotiations, or Agreement by and between the City of Saratoga and the September 2010 Santa Clara Valley Water District related to stream bank erosion and storm drain outfall repair along Calabazas Creek at Padero Court 4 representations not expressly set forth in this AGREEMENT are of no force or effect. 5.3 If any term, condition or covenant of this AGREEMENT is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this AGREEMENT shall be valid and binding on DISTRICT and CITY. 5.4 This AGREEMENT shall be governed and construed in accordance with the laws of the State of California. 5.5 This AGREEMENT may be executed in counterparts and will be binding as executed. 5.6 The term of this AGREEMENT shall commence upon execution of the AGREEMENT by both parties and terminate upon PROJECT completion notification by DISTRICT and receipt by DISTRICT of payment in full by CITY. 5.7 All changes or extensions to this AGREEMENT must be in writing in the form of an amendment approved by both parties. 5.8 This AGREEMENT is entered into only for the benefit of the parties executing this AGREEMENT and not for the benefit of any other individual, entity, or person. 6. TERMINATION 6.1 Either DISTRICT or CITY may, upon thirty (30) days’ written notice, terminate this AGREEMENT at any time prior to DISTRICT’s commencement of the PROJECT. 6.2 Once the PROJECT work commences, this AGREEMENT may be terminated only upon the mutual written consent and terms acceptable to both parties. 7. NOTICES 7.1 All correspondence relating to the PROJECT, including all notices required by the terms of this AGREEMENT may be delivered by first class mail addressed to the appropriate party at the following addresses: To DISTRICT: Santa Clara Valley Water District 5750 Almaden Expressway San Jose, CA 95118 Attn: Roger Narsim, Engineering Unit Manager (REMAINDER OF PAGE LEFT INTENTIONALLY BLANK) Agreement by and between the City of Saratoga and the September 2010 Santa Clara Valley Water District related to stream bank erosion and storm drain outfall repair along Calabazas Creek at Padero Court 5 To CITY: City of Saratoga 13777 Fruitvale Avenue Saratoga, CA 95070 Attn: John Cherbone, Director of Public Works IN WITNESS WHEREOF, the parties have executed the AGREEMENT the day and year set forth above. CITY: CITY OF SARATOGA, a California municipal corporation By: ____________________________________ Date: ____________ Dave Anderson, City Manager APPROVED AS TO FORM: By: ____________________________________ Date: ____________ Richard Taylor, City Attorney ATTEST: By: ____________________________________ Date: ____________ Ann Sullivan, City Clerk DISTRICT: SANTA CLARA VALLEY WATER DISTRICT, a special district By: ____________________________________ Date: ____________ Beau Goldie, Chief Executive Officer APPROVED AS TO FORM: By: ____________________________________ Date: ____________ Leslie Orta, Senior Assistant District Counsel Exhibit A, Calabazas Creek at Padero Court: Location Map Agreement by and between the City of Saratoga and the September 2010 Santa Clara Valley Water District related to stream bank erosion and storm drain outfall repair along Calabazas Creek at Padero Court 6 Exhibit B, Calabazas Creek at Padero Court: Conceptual Design Agreement by and between the City of Saratoga and the September 2010 Santa Clara Valley Water District related to stream bank erosion and storm drain outfall repair along Calabazas Creek at Padero Court 7