1994-140-Sign A Joint Use Agreement With The County Of Santa Clara Adding Project 9328 To The Existing Areas Of Joint Use Right-Of-WayRESOLUTION 1994 -140
RESOLUTION OF THE TOWN OF LOS GATOS
AUTHORIZING THE TOWN MANAGER TO SIGN
A JOINT USE AGREEMENT WITH
THE COUNTY OF SANTA CLARA
ADDING PROJECT 9328 (LOS GATOS CREEK TRAIL)
TO THE EXISTING AREAS OF JOINT USE RIGHT -OF -WAY
RESOLVED, by the Town Council of the Town of Los Gatos, County of Santa
Clara, State of California, that the Town of Los Gatos enter into a joint use agreement with
the County of Santa Clara adding Project 9328 (Los Gatos Creek Trail) to the existing areas
of joint use right -of -way, and that the Town Manager is authorized, and is hereby directed,
to execute said joint use agreement in the name and on behalf of the Town of Los Gatos.
PASSED AND ADOPTED at a regular meeting of the Town Council of the Town
of Los Gatos, California, held on the 3rd day of October, 1994 by the following vote:
COUNCIL MEMBERS:
AYES: Joanne Benjamin, Linda Lubeck, Patrick O'Laughlin
Mayor Randy Attaway
NAYES: None
ABSENT: Steven Blanton
ABSTAIN: None
SIGNED:
MAYOR THE TOWN OF S GATOS
LOS GA S, CALIFORNI
MGR074 A:ACNCL.1U 10- 3- 2RES.0
LEASE AGREEMENT
(Joint Use)
File: Joint Use
Town of Los Gatos
X -File: Los Gatos Creek
TUWN CLERK
UH i s
SANTA CLARA VALLEY WATER DISTRICT a public corporation herelna er re err to
"District"; and the TOWN OF L
hereinafter referred to as "Town;"
as follows:
RECITALS:
I , as
)S GATOS, a municipal corporation in the County of Santa Clara,
AGREE this day of
A. District is the owner of certain real property (hereinafter "the premises "), described on
"Exhibits A —E" hereto, so marked and by this reference made a part hereof.
B. The parties find it to be in the public interest to provide for joint use of the premises by means
of a lease thereof under the following terms and conditions.
AGREEMENT:
District shall and does hereby lease the premises to Town for the following purpose or purposes
and subject to the following special restrictions:
Use as a public pedestrian and bicycle pathway and specifically prohibiting automobiles,
motorcycles, mopeds or motorized cycles of any kind.
This Lease shall be for a period of 20 years beginning on October 1, 1994. Town may, upon
written notice to District of intent to do so, given not less than ninety (90) days prior to the
termination date, renew this Lease for a like period upon the same terms and conditions. This
Lease may be terminated without cause by either party upon ninety (90) days prior written notice
to the other. Notice of intent to renew or to terminate may be given by Director of Public Parks
and Recreation for Town.
Notice of intent to terminate may be given by the General Manager of District for the District.
Town shall have the full control and authority, for purposes of this Lease, over the use of the
premises, and Town may restrict, or control, regulate and supervise the public use thereof. Town
may, in its uncontrolled discretion (but consistent with the right of District hereinafter described,
and without substantial or hazardous diminution of the flood control or conservation function of
the premises as now existing or as may hereafter be altered), take any measures of every kind as
may in the opinion of Town be necessary for the safety of the users of the premises for any lease
purpose. Further, Town shall have the sole responsibility for the maintenance in usable and safe
condition of every facility provided upon the premises for purposes of this Lease.
RE1734h (01/01/93) 1 of 4
ORIGINAL
Damage occurring to Town's structures or paving by reason of District's lawful maintenance or
other activity as by reason of natural forces will not be the responsibility of District to repair or
restore.
4. District shall have the sole responsibility to maintain the channel of Los Gatos Creek for flood
control and water conservation purposes, to repair and reconstruct the same where necessary for
such purposes and to perform such periodic maintenance as may be appropriate to such purposes,
including removal of silt, debris, and obstructive growth. It is expressly understood that District
is engaged in flood control and the conservation of water and that the terms and conditions of this
agreement shall not in any way interfere with the absolute, free and unrestricted right of District
to operate and maintain for flood control and water conservation purposes the stream bed and
banks or any appurtenant works thereto, or to repair or construct any of its works, or to raise or
lower the height of the water present upon the premises; and it is further understood that nothing
herein contained shall be construed as conferring a right upon Town to have or a duty upon
District to provide water upon the premises at any time. Damage to District's facilities arising
from use of the premises under this Lease shall be the responsibility of Town.
It is also expressly understood by Town that the level of water upon the premises may fluctuate
from day to day due to controlled or uncontrolled flows upon and across the same, and that such
fluctuations may require greater control over the use of the premises by Town and the public;
provided, however, that Town shall be responsible for informing itself thereof and of all other
conditions of the premises whether open or covered which may in anywise affect the health and
safety of the users of the premises hereunder; and provided, further, that Town shall not be
responsible for mosquito control on the premises. District shall have the affirmative duty to
immediately notify Town whenever District in the exercise of its flood control or water
conservation activities performs or intends to perform any major work of maintenance, repair or
reconstruction (other than routine removal of silt, debris, and obstructive growth) on the premises
or on any District works appurtenant thereto.
6(a). Town shall have the right to build any improvements on the premises necessary, or convenient
to the enjoyment of this Lease; provided, the location of any such improvement is, in each case
during the term of this agreement, first approved by District. It is fully understood and agreed
that District's basis of approval or disapproval of improvements is its responsibility to insure that
the same shall not constitute an obstruction to flood flows and shall not interfere with the use of
the premises for flood control or water conservation purposes, and does not in anywise extend
to consideration of the health and safety of users of the premises, which latter consideration is the
responsibility of Town.
6(b). Improvements built by Town on the premises shall remain the property of Town and upon the
termination of this Lease shall be removed by Town, leaving the premises in a condition as near
as reasonably possible to their condition prior to such improvements. If District, in the interest
of health and safety and in the exercise of lawful powers, requires that such an improvement must
be removed or relocated, the same shall be done at Town's expense.
7(a). Town shall assume the defense of, indemnify and hold harmless, District, its officers, agents, and
employees from all claims, liability, loss, damage, and injury of any kind, nature, or description
directly or indirectly arising during the initial term of this agreement, or any renewal thereof, and
resulting from the public use of the premises pursuant hereto or from public use of adjacent
premises of District occurring in consequence of Town's or the public's use of the premises or
from acts, omissions, or activities of Town's officers, agents, employees, or independent
RE1734h (01/01/93) 2 of 4
contractors employed by Town, excepting claims, liability, loss, damage, or injury which arise
from the willful or negligent acts, omissions, or activities of an officer, agent, or employee of
District. This agreement to defend, indemnify, and hold harmless shall operate irrespective of
whether negligence is the basis of the claim, liability, loss, damage, or injury and irrespective of
whether the act, omission, or activity is merely a condition rather than a cause.
7(b). District shall assume the defense of, indemnify, and hold harmless, Town, its officers, agents,
and employees from all claims, liability, loss, damage, and injury of any kind, nature or
description directly or indirectly arising from District's exercise of its flood control or water
conservation purposes on the premises pursuant hereto or from acts, omissions, or activities of
District's officers, agents, employees, or independent contractors employed by District excepting
claims, liability, loss, damage, or injury which arises from the willful or negligent acts, omissions
or activities of an officer, agent, or employee of Town. This agreement to defend, indemnify,
and hold harmless shall operate irrespective of whether negligence is the basis of the claim,
liability, loss, damage, or injury, and irrespective of whether the act, omission, or activity is
merely a condition rather than a cause.
Any and all notices required to be given hereunder shall be deemed to have been delivered upon
deposit in the United States mail, postage prepaid, addressed to either of the parties at the address
hereinafter specified or as later amended by either party in writing:
Town
Town of Los Gatos
Department of Public Works
110 East Main Street
Los Gatos, California 95030
District
Santa Clara Valley Water District
5750 Almaden Expressway
San Jose, California 95118
9. This agreement, and all the terms, covenants, and conditions hereof, shall apply to and bind the
successors and assigns of the respective parties hereto; provided, that Town shall neither assign
nor sublet this agreement without prior written consent of District.
RE1734h (01/01/93) 3 of 4
WITNESS THE EXECUTION HEREOF the day and year first hereinabove set forth.
By:
Mayor, Town of Los Gatos
"Town"
ATTEST:
Town Clerk
APPROVED AS TO FORM:
Attorney
SANTA CLARA VALLEY WATER DISTRICT,
a public corporation
0
Chairman, Board of Directors
"District"
ATTEST: SUSAN A. PINO
Clerk /Board of Directors
APPROVED AS TO FORM:
General Counsel
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