25-059 Joint Use Agreement Valley Water for Stevens Creek Trail between McClellan Ranch and Blackberry FarmJOINT USE AGREEMENT
Stevens Creek Trail
Between McClellan Ranch Park and Blackberry Farm Park
This JOINT USE AGREEMENT (this “Agreement”) is entered into by and between the SANTA CLARA
VALLEY WATER DISTRICT, a California Special District created by the California Legislature,
hereinafter referred to as “Valley Water”, and the CITY OF CUPERTINO, a municipal corporation,
hereinafter referred to as "City". Valley Water and City may be referred to individually as “Party” or
collectively as the “Parties” or the “Parties to this Agreement”. This Agreement will become effective on
the later of the last-signed signature date set forth below (the “Effective Date”), __$SULO_, 202.
RECITALS:
A.Valley Water is the owner of certain real property (“Premises”) containing Stevens Creek Trail,
shown on Exhibit A, attached hereto.
B.City desires to maintain improvements and allow for continued public use of Stevens Creek Trail
on the Premises.
C.This Agreement supersedes and replaces the Existing Joint Use Agreement (JUA) for Stevens
Creek Trail at McClellan Ranch (A4346X).
D.City’s and the public’s use of the Premises for the Trail, as extended, will not unreasonably
interfere with Valley Water's mission of flood protection, water resource management, and stream
stewardship.
E. The Parties find it to be in the public interest to provide for joint use of the Premises by means of
this Agreement under the following terms and conditions.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1) Incorporation of Recitals. The recitals set forth above are incorporated herein by this reference.
2) Supersedes Existing JUA. City and Valley Water waive the 90-day notice of termination
requirement in Provision 11 of the Existing JUA. City and Valley Water agree that this Agreement
supersedes and replaces the Existing JUA as of the Effective Date of this Agreement.
3) Scope of the License Grant to City. Subject to the terms and conditions of this Agreement, Valley
Water hereby grants to City a non-exclusive license to access and do any or all the following on the
Premises:
a.To construct, operate, maintain, repair, replace, and remove improvements and other Trail
amenities for public recreational purposes on the Premises including, but not limited to,
pedestrian and bicycle trails, trailheads, fencing, fixtures (trash receptacles, benches, etc.)
and signage (collectively, “City Improvements”). Any and all work related to construction,
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operations, and maintenance of the Trail will be completed in accordance with applicable
federal, state, and local environmental regulations, including but not limited to the federal and
state Migratory Bird Treaty Acts, Clean Water Act, federal and state Endangered Species
Act, the California Fish and Wildlife Code, and the Porter-Cologne Act and any amendments
thereto. All City Improvements shall comply with all building and fire codes and other
applicable legal requirements. If Valley Water approves the City Improvements, Valley Water
shall issue a permit to City for the improvements (“Valley Water Permit”), which approval
shall be in Valley Water’s sole discretion; provided that Valley Water’s approval shall not be
unreasonably delayed, conditioned, or withheld.
b.To provide for public access such as bicycling, walking, jogging, hiking, and similar trail
uses in accordance with all applicable legal requirements to the extent such activities do not
interfere with Valley Water’s mission of flood protection, water resource management, and
stream stewardship.
c.To host special public recreational events (e.g., races, bike-to-work events, etc.) that may
include an otherwise restricted component such as allowing private vehicular access for
safety purposes, so long as Valley Water issues City a Valley Water Permit to host the event.
d. Subject to the conditions and restrictions contained in this Agreement, City shall have full
authority to restrict, control, regulate, and/or supervise public use of the Trail for recreation.
City may, at its discretion, consistent with Valley Water’s Superior Rights and City’s
Subordinate Rights described in Section 12, and without diminution of Valley Water’s ability
to provide flood protection, stream stewardship, water resources management, including the
operation and maintenance thereof, or hazardous materials cleanup on the Premises, take
any measures of every kind that, in the opinion of City, may be necessary for the health and
safety of the public using the Premises. City is responsible for any damage to either Valley
Water improvements or City Improvements that result from City’s or the public's use of the
Premises. City will be responsible for all costs for repair of damage to Valley Water or City's
improvements caused by City or the public.
4) Prohibited Uses of Trail. City shall post notices at all Trail entrances notifying users that the
following are prohibited:
•Entry of motor vehicles (except for maintenance repairs, emergency, and enforcement
vehicles and mobility devices otherwise allowed by law)
•Unleashed dogs
•Public access during Trail closures when maintenance equipment and vehicles and/or
emergency vehicles are present
Subject to the foregoing prohibitions and any other restrictions set forth in this Agreement, City
shall have the sole authority and responsibility to adopt Trail rules and regulations consistent with
federal, state, and local regulations to govern the public’s use of the Premises that will not interfere
with Valley Water’s mission of flood protection, water resource management, and stream
stewardship, as determined by Valley Water.
5) Trash and Litter Removal. City will remove trash from the Premises that is likely to have been
generated from public use of the Premises. City will be responsible for maintaining, servicing, and
emptying trash receptacles and for rubbish removal as reasonably necessary, including providing
for lawful disposal of hazardous waste and/or biowaste. Separately, Valley Water will manage an
Adopt-a-Creek program to provide opportunities for volunteer public trash removal.
6) Vegetation Management. If existing vegetation or trees interfere with City Improvements, the
public’s use of the Premises, or have been deemed hazardous and a danger to the safety of the
public, City is responsible for trimming or removal, as City deems necessary, in accordance with
applicable federal and state laws and Valley Water Permit requirements. Valley Water shall
provide vegetation management as needed for flood protection and fire code compliance
consistent with its management of comparable flood protection facilities. All pruning by City or
City contractors on the Premises must follow ISA ANSI guidelines. Herbicide use on the
Premises must be performed by or under the direct supervision of a licensed QAC/QAL to ensure
herbicides are only applied on the Trail or City Improvements, are suitable for the purpose and
environment they are applied to, and do not drift onto adjacent Valley Water mitigation habitat,
waters, or natural habitat. City shall only use herbicides approved for aquatic use in all areas
below top of bank of a creek, within 20 feet of top of bank of a creek or where required by law.
7) Graffiti Removal. City will have the primary responsibility for removal of graffiti on the Premises
reasonably attributed to use of the Trail. City will provide graffiti removal in compliance with City's
graffiti abatement program, including graffiti removal from City Improvements consistent with its
implementation of the same program at comparable City facilities. No permit from Valley Water,
nor any advance notice, will be required for City to remove routine graffiti from any City or Valley
Water facility within the Premises. Any and all materials used by City in the removal of graffiti within
the limits of this Agreement shall be approved for use in the State of California and consist of
environmentally safe products which will not harm the channel environment of the Premises in any
way.
8) Pioneer Trails. City and Valley Water shall meet and confer to determine the need for fencing or
other protective measures on a trail whenever the public pioneers unauthorized trails. City shall
have primary responsibility for installing and maintaining measures that deter off trail uses. Valley
Water may install, at its sole cost unless otherwise agreed by City, any additional measures to
control public ingress or egress that may be necessary to protect environmentally sensitive areas
or Valley Water facilities.
9) Public Safety. The Santa Clara County Sherriff’s Office will provide public safety services to the
Trail pursuant to its contract with City. Valley Water has no obligation whatsoever to provide or pay
for police patrols.
10) Encampments. City and Valley Water shall meet and confer in good faith to determine the need
and protocol for abating any encampment which blocks Trail access.
11) Public Complaints. City is responsible for responding to all public complaints and inquiries
regarding City Improvements, including the Trail, and to all complaints and inquiries regarding the
public's use of the Premises.
12) Construction, Maintenance, and Repairs.
a. Valley Water is responsible for performing construction, operations, maintenance, and repairs
on the Premises for flood protection, stream stewardship, and water resource management in a
manner consistent with its construction, maintenance, and repairs of comparable facilities or
creeks. It is expressly understood that Valley Water is engaged in flood protection, the protection
of water resources, and stream stewardship, and that the terms and conditions of this Agreement
will not in any way interfere with the absolute, free, and unrestricted right of Valley Water to
operate and maintain for flood protection, water resource management, and stream stewardship
purposes, the stream bed and banks, or any appurtenant works thereto, or to repair or construct
any of its works, or to allow the raising or lowering of the height of the water present upon the
Premises (“Superior Rights”). City will have the right to build additional improvements on the
Premises necessary or convenient to the enjoyment of this Agreement, provided that any such
improvement is, in each case during the term of this Agreement, first approved by Valley Water
by issuance of a Valley Water Permit in its sole, unfettered discretion (“Subordinate Rights”).
City acknowledges Valley Water’s Superior Rights and that City’s rights are subordinate thereto.
i) If removal or relocation of City’s fencing is necessary to allow Valley Water to conduct
construction, operations, maintenance, or repairs on the Premises, City shall remove or
relocate its fencing at its own expense within 15 working days after receiving written
notice from Valley Water.
ii) If Valley Water requires that any other City Improvement be removed or relocated for
any Valley Water purpose, City will do so at its own expense within 90 days after receiving
written notice from Valley Water.
iii) If removal or relocation of City Improvements, including vegetation installed by City,
requires mitigation under the California Environmental Quality Act or as a regulatory
permit requirement, City will be responsible for all costs required to fulfill any required
mitigation responsibilities, including providing lands to place mitigation and providing
mitigation monitoring and reporting.
iv) If Valley Water engages in any construction on the Premises, Valley Water will inform
City during preconstruction planning to minimize any adverse impact of Valley Water’s
project on City Improvements.
v) Valley Water agrees to exercise reasonable care during construction, operations,
maintenance, and repair activities to minimize damage to City Improvements. Valley
Water is not responsible for any damage to or replacement of City Improvements that
results from Valley Water’s construction, operation, maintenance, or repair of flood
protection or stream stewardship facilities located on or near the Premises, including,
without limitation, any flood flows or inundation from Stevens Creek on the Premises,
unless the damage to City Improvements is caused by Valley Water’s sole negligence or
willful conduct.
vi) Any replacement of City's Improvements following Valley Water’s construction,
maintenance, or repairs on the Premises will be City’s responsibility and cost and shall
require a Valley Water Permit under Section 3(a). City is solely responsible for informing
the public on the operational status of the Trail, including any plans to close the Trail
temporarily or permanently.
vii) In non-emergencies, City and Valley Water staff will meet, whenever necessary, for
the purpose of scheduling routine maintenance, including, but not limited to:
(a) Maintenance issues related to improvements;
(b) Non-emergency work requiring the use of heavy equipment, barricading,
pedestrian detour plans, and/or restricting access to the Premises. Valley Water and
City further agree to notify one another's designated representative at least ten
workdays prior to commencement of such work to minimize public impacts.
viii) In an emergency on or affecting the Premises, Valley Water may require removal or
relocation of any City Improvement without notice to City.
b. City has sole responsibility for:
i) the construction, operation, maintenance, and repair of all City Improvements;
ii) maintenance and operation of all City Improvements in usable and safe condition; and
iii) the duty, cost, and expense of providing any security; police; preparation of traffic and
pedestrian detour plans, including installation of required appurtenances; public
notices/communications/signage for Trail closures or detours; Trail amenities (including
fencing); modifications or replacements; or other expenditure necessary to temporarily
prohibit or control public access to the Premises that Valley Water would not ordinarily
incur to complete scheduled routine maintenance pursuant to this provision.
13) Water Level Fluctuations. The level of water on the Premises may fluctuate from day to day due
to controlled or uncontrolled flows upon and across the Premises. City shall be responsible for the
control of or limiting the public's use of the Premises to protect the health and safety of the public
from fluctuation in water levels or flooding of the Premises.
14) Signage. City has sole responsibility for providing signage pursuant to Section 12b to notify the
public of Trail closures. The Parties will cooperate to create and install signage that benefits the
programs of each Party such as Trail closure detour signage, maintenance vehicle warnings,
entrance signage, interpretive signs and benches, and joint uses when applicable. The Deputy
Operating Officer of Valley Water and the Parks and Recreation Director of City or their respective
designees will meet and confer on a periodic basis to plan the installation of appropriate signage
that serves the needs of both parties. All signs placed on the Premises by City (except existing
signs that identify the facility (e.g., Trail) by name must include Valley Water’s logo in equal size
and symmetrical relationship to any other logos contained on such signs. In addition, all City signs
placed on the Premises or City publications relating to the Trail that describe water resources must
be developed in conjunction with Valley Water. Each Party is responsible for the maintenance and
upkeep of its signage installed on the Premises.
15) Bird Nesting Season. To the extent feasible, the Parties shall avoid construction or maintenance
activities on the Premises during bird nesting season (generally between January 15th and
August 31st). If construction or maintenance work must be done during the nesting season, a
pre-construction survey by a qualified biologist must be undertaken to determine the presence of
nesting. If nesting activity is reported, the biologist is expected to recommend that the City
implement adequate mitigation measures to protect the nesting area. Environmental impacts will
be considered prior to all work by the responsible Party (City or Valley Water, and/or their agents)
performing said work.
16) Term of Agreement. The term of this Agreement (including the rights and obligations contained
herein), shall commence on the Effective Date and shall expire on the 25th anniversary of the
Effective Date, unless either Party requests a renewal of and/or amendment to the agreement no
less than 180 days prior to the expiration of the then-existing term. If either Party requests a
renewal and/or amendment to the agreement, and a renewal and/or amendment has not been
implemented prior to the expiration of this Agreement, then City shall either close and prevent
public access to the Premises until a new agreement is executed or, subject to written approval by
Valley Water’s Chief Executive Officer and upon written request by City, this Agreement may be
extended for no more than 1 year to maintain public access to the Premises while ongoing efforts
are made to execute a new Agreement.
17) Termination of Agreement. Either Party may terminate this Agreement after providing the other
Party with at least 90 days prior written notice of its intent to terminate this Agreement. Upon the
termination or expiration of this Agreement, City must remove all City Improvements from the
Premises and leave the Premises in a condition as near as reasonably practical to its condition
prior to the installation and/or development of such improvements. Notice of intent to terminate
may be given by City's Director of Public Works. Notice of intent to terminate may be given by
Valley Water’s Chief Executive Officer.
18) Indemnification by City. Notwithstanding any other provision of this Agreement, City agrees to
indemnify, defend, and hold harmless Valley Water, its agents, officers, directors, and employees
from and against any and all demands, claims, damages, losses, and reasonable expenses,
including but not limited to liabilities, obligations, claims, costs, reasonable expenses (including
without limitation interest, penalties and reasonable attorney's fees), fines, levies, assessments,
demands, damages or judgments of any kind or nature, whether in law or equity (including without
limitation, death or injury to any person, property damage, administrative and judicial orders and
consents, or any other loss) to the extent they arise out of, pertain to, or relate to the: (i) public’s
use of the Premises, (ii) public's use of real property adjacent to the Premises, or (iii) negligence
or willful misconduct of City's officers, agents, employees, or independent contractors, except to
the extent caused by Valley Water’s active or gross negligence or willful misconduct. This
Agreement to defend, indemnify, and hold harmless Valley Water will operate irrespective of the
basis of the claim, liability, loss, damage, or injury and irrespective of whether the act, omission, or
activity is a condition of Premises or any other cause of any kind or nature.
19) Indemnification by Valley Water. Notwithstanding any other provision of this Agreement, Valley
Water agrees to indemnify, defend, and hold harmless City, its agents, officers, directors, and
employees from and against any and all demands, claims, damages, losses, and reasonable
expenses, including but not limited to liabilities, obligations, claims, costs, reasonable expenses
(including without limitation interest, penalties and reasonable attorney's fees), fines, levies,
assessments, demands, damages or judgments of any kind or nature, whether in law or equity
(including without limitation, death or injury to any person, property damage, administrative and
judicial orders and consents, or any other loss) to the extent they arise out of and are caused by
Valley Water’s active or gross negligence or willful misconduct. This Agreement to defend,
indemnify, and hold harmless City will operate only to the extent that the basis of the claim, liability,
loss, damage, or injury is a result of Valley Water’s active or gross negligence or willful misconduct
and not a result of or caused by any physical condition of Premises.
20) Insurance. City and Valley Water shall, throughout the duration of this Agreement, maintain and
cause its contractors to maintain sufficient insurance and coverage as described in Exhibit B, attached
hereto and incorporated herein. City and Valley Water can meet the insurance requirements of this
Section through self-insurance which can be substantiated by issuance of a certificate of self-
insurance.
21) Equal Opportunity Employer. Valley Water is an equal opportunity employer and requires public
agencies that it enters into this Agreement with to have and adhere to a policy of equal opportunity
and non-discrimination. In the performance of the Agreement, City will comply with all applicable
federal, state, local laws and regulations, and will not discriminate against any subcontractor,
employee, or applicant for employment in the recruitment, hiring, employment, utilization, promotion,
classification or reclassification, transfer, recruitment advertising, evaluation, treatment, demotion,
layoff, termination, rates of pay or other forms of compensation, and selection for professional
development training (including apprenticeship), or against any other person, on the basis of sex
(which includes pregnancy, childbirth, breastfeeding and medical conditions related to pregnancy,
childbirth or breastfeeding), race, religion, color, national origin (including language use restrictions),
ancestry, religious creed (including religious dress and grooming practices), political affiliation,
disability (mental and physical, including HIV or AIDS), medical condition (cancer and genetic
characteristics), genetic information, marital status, parental status, gender, age (40 and over),
pregnancy, military and veteran status, sexual orientation, gender identity and gender expression,
the exercise of family and medical care leave, the exercise of pregnancy disability leave, or the
request, exercise, or need for reasonable accommodation.
Compliance with Applicable Equal Opportunity Laws. City’s policy must conform with applicable state
and federal guidelines including the Federal Equal Opportunity Clause, “Section 60-1.4 of Title 41,
Part 60 of the Code of Federal Regulations,” Title VII of the Civil Rights Act of 1964 as amended; the
Americans with Disabilities Act of 1990; the Rehabilitation Act of 1973 (Sections §503 and §504); the
Age Discrimination Act of 1975 (42 U.S.C. §sec. 6101 et seq.); the California Fair Employment and
Housing Act (Government Code §12900 et. seq.); and California Labor Code §1101 and §1102.
City must designate a specific position within its organization to be responsible for investigating
allegations of non-compliance with anti-discrimination and anti-harassment provisions of this
Agreement. City must conduct a fair, prompt, and thorough investigation of all allegations directed to
City by Valley Water. In cases where such investigation results in a finding of discrimination,
harassment, or hostile work environment, City must take prompt, effective disciplinary action against
the offender.
22) Notices. Any and all notices required to be given hereunder will 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:
City:
City of Cupertino
Attention: Public Works Director
10300 Torre Avenue
Cupertino, CA 95014-3266
Valley Water:
Santa Clara Valley Water District
Attention: Clerk of the Board
5750 Almaden Expressway
San Jose, CA 95118
w/copy to Lands Management Program
23) Successors and Assigns. This Agreement, and all terms, covenants, and conditions hereof, will
apply to and bind the successors and assigns of the respective parties hereto. City will neither
assign nor sublet this Agreement without the prior written consent of Valley Water.
24)Choice of Law. This Agreement is governed by California law. Proper venue for legal action
regarding this Agreement shall be in the County of Santa Clara.
25) Amendments. This Agreement may not be modified or amended except in writing signed by the
authorized representative of both parties and approved as required by applicable law.
26) Compliance with Laws. Each Party shall, in all activities undertaken pursuant to this Agreement,
comply and cause its contractors, agents, and employees to comply with all applicable federal,
state, and local laws, statutes, orders, ordinances, rules, and regulations.
27) Not Real Property Interest. It is expressly understood that this Agreement does not in any way
whatsoever grant or convey any permanent easement, fee, or other interest in a Party's real
property to the other Party.
28) Attorney's Fees. In the event of a dispute between the Parties with respect to the terms or
conditions of this Agreement, the prevailing Party is entitled to collect from the other its reasonable
attorney's fees as established by the judge or arbitrator presiding over such dispute.
29) Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be
invalid, void, or unenforceable, the remaining provisions will nevertheless continue in force without
being impaired or invalidated in any way; provided, however, this paragraph shall not be applied to
the extent that it would result in a frustration of the parties’ intent under this Agreement.
30) Waiver. No delay or failure to require performance of any provision of this Agreement shall constitute
a waiver of that provision as to that or any other instance. Any waiver granted by a Party must be
provided, in writing, and shall apply to the specific instance expressly stated.
31) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall
be deemed to be an original but all of which together shall constitute one and the same instrument.
32) Electronic Signature. Unless otherwise prohibited by law or City policy, the Parties agree that an
electronic copy of a signed contract, or an electronically signed contract, has the same force and legal
effect as a contract executed with an original ink signature. The term "electronic copy of a signed
contract" refers to a transmission by facsimile, electronic mail, or other electronic means of a copy of
an original signed contract in a portable document format. The term "electronically signed contract"
means a contract that is executed by applying an electronic signature using technology approved by
the City.
33) No Third-Party Beneficiaries. 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.
34) Signatures. The individuals executing this Agreement represent and warrant that they have the
right, power, legal capacity, and authority to enter into and to execute this Agreement on behalf of
the respective legal entities of the City and the Valley Water.
35)Entire Agreement and Incorporation of Exhibits. This Agreement, together with all exhibits
referenced herein and attached hereto, constitutes the entire agreement between the Parties and
supersedes all prior written and oral understandings.
signatures next page
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EXHIBIT A (PREMISES)
EXHIBIT B (INSURANCE REQUIREMENTS)
Without limiting the Contractor’s indemnification of, or liability to, the Santa Clara Valley Water District
(“Valley Water”) and the City of Cupertino, the Contractor must provide and maintain at its own expense,
during the term of this Agreement, or as may be further required herein, the following insurance coverages
and provisions as listed below.
Contractor must provide its insurance broker(s)/agent(s) with a copy of these requirements and
warrants that these requirements have been reviewed by Contractor’s insurance agent(s) and/or
broker(s), who have been instructed by Contractor to procure the insurance coverage required herein.
In addition to certificates, Contractor must furnish Valley Water with copies of all original endorsements
affecting coverage required by this Attachment. The certificates and endorsements are to be signed by
a person authorized by that insurer to bind coverage on its behalf. All endorsements and certificates
are to be received and approved by Valley Water. In the event of a claim or dispute, Valley Water
has the right to require Contractor’s insurer to provide complete, certified copies of all required pertinent
insurance policies, including endorsements affecting the coverage required by this Attachment
insurance document.
If your insurance broker has any questions about the above requirements, please advise him/her to
email Valley Water Risk Manager at RiskManager@valleywater.org.
CERTIFICATES OF INSURANCE
Contractor shall furnish Valley Water with a Certificate of Insurance. The certificates will be issued on a
standard ACORD Form.
Contractor shall instruct their insurance broker/agent to submit all insurance certificates and required
notices electronically in PDF format to the designated Valley Water Agreement Administrator and email
a copy to valleywater@ebix.com.
The certificates will:
1. Identify the underwriters, the types of insurance, the insurance limits, the deductibles and the
policy term;
2. Include copies of all the actual policy endorsements required herein; and
3. In the “Certificate Holder” box include:
Santa Clara Valley Water District
5750 Almaden Expressway
San Jose, CA 95118
and
City of Cupertino
10300 Torre Avenue
Cupertino, CA 95014
In the Description of Operations/Locations/Vehicles/Special Items Box:
1. Certificate Holder shall be named as Additional Insured;
2. Valley Water agreement or project number shall appear;
3. The list of policies scheduled as underlying on the Umbrella policy shall be listed; and
4. Waiver of Subrogation must be indicated as endorsed to all policies.
If Contractor receives any notice that any of the insurance policies required by this Exhibit B,
Insurance may be cancelled or coverage reduced for any reason whatsoever, Contractor or
insurer shall immediately provide written notice to the designated Valley Water Agreement
Administrator that such insurance policy required by this Exhibit B Insurance is canceled or
coverage is reduced.
MAINTENANCE OF INSURANCE
If Contractor fails to maintain such insurance as is called for herein, Valley Water, at its option, may
suspend payment for work performed and/or may order Contractor to suspend all Contractor’s work at
Contractor’s expense until a new policy of insurance is in effect.
RENEWAL OF INSURANCE
Contractor will provide Valley Water with a current Certificate of Insurance and endorsements within
Thirty (30) business days from the expiration of insurance.
Contractor shall instruct its insurance broker/agent to:
1. Submit all renewals of insurance certificates and required notices electronically in PDF format
to:
valleywater@ebix.com
2. Provide the following information in the “Certificate Holder” box:
Santa Clara Valley Water District
5750 Almaden Expressway
San Jose, CA 95118
and
City of Cupertino
10300 Torre Avenue
Cupertino, CA 95014
Contractor must, at its sole cost and expense, procure and maintain during the entire
period of this Agreement the following insurance coverage(s).
REQUIRED COVERAGES
1. Commercial General/Business Liability Insurance with coverage as indicated:
$500,000 per occurrence/$500,000 aggregate limits for bodily injury and property damage.
$500,000 Products/Completed Operations aggregate (to be maintained for at least three (3)
years following acceptance of the work by Valley Water.
General Liability insurance must:
a. Be written on standard ISO forms, or inspected by Valley Water Risk Manager.
b. Include coverage at least as broad as found in standard ISO form CG 0001.
c. Include Premises and Operations.
d. Include Contractual Liability expressly including liability assumed under this Purchase
Order.
e. If Contractor will be working within fifty (50) feet of a railroad or light rail operation, any
exclusion as to performance of operations within the vicinity of any railroad bridge,
trestle, track, roadbed, tunnel, overpass, underpass, or crossway must be deleted, or a
railroad protective policy in the above amounts provided.
f. Include Owners and Contractor’s Protective liability.
g. Include Severability of Interest.
h. Include Explosion, Collapse and Underground Hazards, (X, C, and U).
i. Include Broad Form Property Damage liability.
j. Contain no restrictive exclusions (such as but not limited to CG 2153, CG 2144 or CG
2294).
Valley Water reserves the right to require certain restrictive exclusions be removed to ensure
compliance with the above.
2. Business Auto Liability Insurance with coverage as indicated:
$500,000 combined single limit for bodily injury and property damage per occurrence, covering
all owned, non-owned and hired vehicles.
Excess or Umbrella policies may be used to reach the above limits for the General Liability
and/or Business Auto Liability insurance limits, however all such policies must contain a primacy
clause (See Section 2, General Conditions) and meet all other General Conditions below.
3. Workers’ Compensation and Employer’s Liability Insurance
Statutory California Workers’ Compensation coverage covering all work to be performed for
Valley Water.
Employer Liability coverage for not less than $1,000,000 per occurrence.
GENERAL REQUIREMENTS
With respect to all coverages noted above, the following additional requirements apply:
1. Additional Insured Endorsement(s): Contractor must provide an additional insured
endorsement for Commercial General/Business Liability and Business Automobile liability
coverage naming the Santa Clara Valley Water District, its Directors, officers, employees,
and agents, individually and collectively, as additional insureds, and must provide coverage
for acts, omissions, etc. arising out of the named insureds’ activities and work. NOTE: This
section does not apply to the Workers’ Compensation.
2. Primacy Clause: Contractor will provide evidence (either through the Certificate of Insurance,
endorsement or language in the insurance contract) that Contractor’s insurance is primary with
respect to any other insurance which may be carried by Valley Water, its Directors, its officers,
agents and employees, and Valley Water’s coverage must not be called upon to contribute or
share in the loss. NOTE: This section does not apply to the Workers’ Compensation policies.
3. Cancellation Clause: Contractor will provide endorsements for all policies stating that the
policy will not be cancelled without 30 days prior notification to Valley Water.
4. Acceptability of Insurers: All coverages must be issued by companies admitted to conduct
business in the State of California, which hold a current policy holder's alphabetic and financial
size category rating of not less than A- V, according to the current Best's Key Rating Guide or a
company of equal financial stability that is approved by Valley Water’s Risk Manager. Non-
Admitted companies may be substituted on a very limited basis at the Risk Manager’s sole
discretion.
5. Self-Insured Retentions or Deductibles: Any deductibles or self-insured retentions must be
declared to and approved by Valley Water. At the option of Valley Water, either: the insurer shall
reduce or eliminate such deductibles or self-insured retentions as respects Valley Water, its
officers, officials, employees and volunteers; or the Contractor shall provide a financial
guarantee satisfactory to the Entity guaranteeing payment of losses and related investigations,
claim administration, and defense expenses. Contractor agrees that in the event of a claim they
will pay down any agreed upon SIR in a prompt manner as soon as bills are incurred in order to
trigger the insurance related to the SIR.
6. Subcontractors: The Contractor shall secure and maintain or shall be responsible for ensuring
that all subcontractors performing the Contract Services secure and maintain all insurance
coverages appropriate to their tier and scope of work in a form and from insurance companies
reasonably acceptable to Valley Water.
7. Amount of Liability Not Limited to Amount of Insurance: The insurance procured by
Contractor for the benefit of Valley Water must not be deemed to release or limit any liability of
Contractor. Damages recoverable by Valley Water for any liability of Contractor must, in any
event, not be limited by the amount of the required insurance coverage.
8. Coverage to be Occurrence Based: Except for Professional Liability, all coverage must be
occurrence-based coverage. Claims-made coverage is not allowed.
9. Waiver of Subrogation: Contractor agrees to waive subrogation against Valley Water to the
extent any loss suffered by Contractor is covered by any Commercial General Liability policy,
Automobile policy, Workers’ Compensation policy described in Required Coverages above.
Contractor agrees to advise its broker/agent/insurer and agrees to provide evidence (either
through the Certificate of Insurance, endorsement or language in the insurance contract) that
subrogation has been waived by its insurer.
10. Non-compliance: Valley Water reserves the right to withhold payments to the Contractor in the
event of material noncompliance with the insurance requirements outlined above.
CHECKLIST OF DOCUMENTS NEEDED
General Liability: A. Limits ($500,000)
B. Additional Insured (Endorsement)
C. Waiver of Subrogation (COI, Endorsement or policy language)
D. Primacy (COI, Endorsement or policy language)
E. Cancellation Endorsement
Auto Liability: A. Limits ($500,000)
B. Additional Insured (Endorsement)
C. Waiver of Subrogation (COI, Endorsement or policy language)
D. Primacy (COI, Endorsement or policy language)
E. Cancellation Endorsement
Umbrella: A. Limits ($)
B. Primacy (Endorsement or policy language)
Workers’ Comp: A. Limits ($1,000,000)
B. Waiver of Subrogation (Endorsement or policy language)
C. Cancellation Endorsement
Exhibit B, Joint Use Agreement GL/AL $500K/WC_11.26.2024
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