PARTNERSHIP FUNDING AGREEMENT
BETWEEN THE
ENTITY
AND
SANTA CLARA VALLEY WATER DISTRICT
________________________________________________________________________________________
This Partnership Funding Agreement (“Agreement”) is made and entered into by and between Entity
Name(“Entity”), a municipal corporation; and the Santa Clara Valley Water District (“District”), an independent
special district created by the State of California Legislature and becomes effective on the date it is signed by
the last of County and District, (“Effective Date”). District and County may be referred to hereafter as “Party”
individually or “Parties” collectively. This Agreement provides funding to support Project Name (the “Project”).
RECITALS
A. WHEREAS, the District is authorized to engage in watershed stewardship activities in connection with
exercising its flood protection and water management authority in Santa Clara County;
B. WHEREAS, the District incorporates natural flood protection elements into its activities and projects to
protect residents, businesses and visitors in Santa Clara County from flooding;
C. WHEREAS, the District’s Safe, Clean Water and Natural Flood Protection Ballot Measure (“Safe Clean
Water”) was overwhelmingly passed by 73.69% of the Santa Clara County electorate who voted in the
November 6th, 2012 election;
D. WHEREAS, Safe, Clean Water seeks to fulfill the following five community priorities: (A) ensure a safe,
reliable water supply; (B) reduce toxins, hazards and contaminants in our waterways; (C) protect our water
supply and dams from earthquakes and natural disasters; (D) restore wildlife habitat and provide open
space; and (E) provide flood protection to homes, schools, businesses and highways;
E. WHEREAS, the District is authorized to contribute Safe Clean Water funds under this Agreement pursuant
to Priority B of the Safe, Clean Water Partnership Program;
F. WHEREAS, Safe, Clean Water funds allocated under this Agreement will further the District’s efforts in
achieving the following Key Performance Indicator of Priority B of Safe Clean Water: reduce contaminants
in surface or groundwater, and reduce emerging contaminants (B3);
G. WHEREAS, the County seeks to protect local waterways from pollution by educating residents living near
San José creeks about preventing trash and hazardous waste from entering the waterways and engage
them in actively working to maintain litter free waterways as affirmed through County Council Resolution
Number adopted Date;
H. WHEREAS, the County desires to undertake the commitments described in the Scope of Work of this
Agreement and represents that it is qualified and capable of doing so to further the District’s efforts in
achieving the Key Performance Indicator recited above in F of Priority B of Safe Clean Water; and
I.
WHEREAS, the Parties desire to work together during the term of this Agreement, wherein they may
provide money or in-kind services to achieve the Goals and Objectives as described below.
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AGREEMENT
NOW THEREFORE, for good and valuable consideration, the amount and sufficiency of which is hereby
acknowledged, the Parties agree as follows:
1.
Goals and Objectives.
The Parties share the goal of implementing a Scope of Work, which is attached as Appendix A and
incorporated into the Agreement by this reference, that will accomplish the overall objective of reducing toxins,
hazards, and contaminants in our waterways.
2.
Collaborative Activities.
The Parties agree to perform the activities described in the Scope of Work. County agrees to notify the District
about any of the following: (i) any change in key personnel identified in the Scope of Work; or (ii) any
development that significantly affects or will affect its performance of the Scope of Work. The County may
substitute key personnel as long as the tasks to be accomplished remain the same. Personnel changes will be
reported through quarterly reports.
3.
No Legal Partnership Created.
This Agreement shall in no way be construed as creating the relationship of a partnership in law, of a principal
and agent, or of a joint venture as between the District and County. Any use of the term “partnership” in this
Agreement is only intended to convey that the Parties intend to collaborate to accomplish the goals and
objectives identified above. County shall not, under any circumstances, represent that it is an agent of the
District, and shall take all reasonable precautions to avoid any perception that such a relationship exists.
4.
Annual Reports.
By July 15th of each year, County shall provide to District an annual report of the progress towards completing
the objectives and targets for the previous fiscal year as indicated in the Scope of Work. For the period in
question, County shall explain in the annual report any variance between planned and actual achievements
and between planned and actual expenditures.
5.
Cooperative Funding.
The maximum Safe, Clean Water funding the District may disburse under this Agreement shall not exceed
$Amount. Notwithstanding the foregoing, the District Contribution is limited to the amounts identified in the
projected budget table below and is contingent upon the appropriation by the District’s Board of Directors
(“District Board”) of funds to fulfill the requirements of this Agreement. If the District Board fails to appropriate
sufficient monies to provide for the continuation of this Agreement, either party has the option to terminate this
Agreement immediately.
Subject to the terms and conditions of this Agreement, the Parties agree to allocate the following amount of
financial contributions toward completing the Scope of Work:
Insert Project Budget Including District funding and County Funding
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6.
Disbursement of District Contribution.
Subject to the terms and conditions of this Agreement, County may request disbursement of the District
Contribution for Eligible Costs incurred during the term of this Agreement. County shall keep records and
provide the District with a written accounting of its expenditure of funds towards Eligible Costs. “Eligible Costs”
means the costs that County incurs for labor, materials, supplies, equipment and contractor services specified
in the project budget, attached hereto and incorporated by this reference as Appendix C. County shall submit
an invoice to District for Eligible Costs with a preference that invoices be submitted at the end of each calendar
quarter and upon the termination of this Agreement and include in each invoice the following information:
(i)
An invoice for Eligible Costs (including matching funds) that were incurred during the period identified in
the particular invoice, including, but not limited to, costs for labor, materials, supplies, engineering
services associated with its performance of the Scope of Work;
(ii)
A written summary indicating milestones and measurable outcomes achieved to date, updated
schedule for the Scope of Work completion and anticipated milestones and measurable outcomes in
the coming quarter; and
(iii)
The initials of the County’s authorized representative, certifying that the invoice being submitted
accurately reflects the work performed during the period identified in the particular invoice.
(iv)
If events occur between the scheduled reporting dates that have significant impact upon the supported
activity, the County should notify the Designated District Project Manager in writing as soon as the
following conditions become known:


(v)
Problems, delays, or adverse conditions that will materially impair the ability to meet the obligations
specified in this Agreement. This disclosure must include a statement of any corrective actions
taken or contemplated, its effect on schedule and budget and identify options for resolving the
situation.
Developments that enable the work be completed earlier or sooner, or at less cost than anticipated
or producing more or different benefits than originally planned.
For the Final Invoice, a project factsheet and a power point presentation file summarizing project
accomplishments, and lessons learned as appropriate should be provided per samples provided by the
District Project Manager.
Following the review and approval of an invoice by District, District shall disburse to the County an approved
amount within thirty (30) calendar days after the District’s receipt of the invoice. Any and all funds disbursed to
the County under this Agreement shall be used solely to pay Eligible Costs consistent with the terms of this
Agreement that are not paid from contributions committed by the County under this Agreement or not
committed by third parties.
7.
Books and Records.
The County shall maintain accounting books, records, documents and other evidence relating to this
Agreement, including but not limited to contracts, invoices, labor costs, cash receipts, and/or other
documentation and records evidencing in proper detail the nature and propriety of all Eligible Costs for which it
seeks reimbursement from the District (“Books and Records”). The County shall maintain Books and Records
in accordance with the generally accepted accounting standards. Books and Records must be kept in the
possession of the County for at least five years after the expiration or termination of this Agreement. At any
time during normal business hours, and as often as may be deemed necessary, the County agrees that the
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District, its authorized representatives, or both shall have access to and the right to examine all the Books and
Records, and all other data relating to matters covered by this Agreement for: (i) a period of five (5) years from
the date of expiration or termination of Agreement; or (ii) such longer period, if any, as may be required by
applicable law. The County’s obligations set forth in this section will survive termination and expiration of this
Agreement.
County’s Representations and Warranties.
8.
County represents and warrants that:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
9.
it is currently exempt from Federal income tax.
this Agreement has been duly executed and delivered by the County and is enforceable against the
County in accordance with its terms;
it will perform all of its activities in compliance with all laws;
it will procure all necessary regulatory permits to complete the Scope of Work;
there are no claims, investigations or proceedings in progress or pending or threatened against the
County which, if determined adversely, would have a material adverse effect on the capacity of the
County to perform the Scope of Work; and
it is not receiving funding from any other source that duplicates the funding provided under this
Agreement.
Compliance with Laws.
County must comply with all applicable federal, state, and local codes, statutes, laws, regulations, and
ordinances, including, but not limited to, financial requirements, legal requirements for construction contracts,
building codes, health and safety codes, laws and codes pertaining to individuals with disabilities. The County
will be the lead agency for purpose of complying with the California Environmental Quality Act (CEQA). The
County shall complete the CEQA review process and submit required documentation to the District prior to the
District awarding the funds. The required documentation must include one of the following: a notice of
exemption filed with the County Clerk in the case of an exempted project, or otherwise an environmental
impact report, mitigated negative declaration or negative declaration along with a copy of the notice of
determination filed with the County Clerk. County shall fulfill all the lead agency responsibilities, including
consultation with the District and any other applicable responsible agencies. The award of a partnership
funding is contingent on the District completing CEQA review, if required, as a responsible agency.
10.
Limitation of Liability.
The District shall be responsible only for performing its obligations that are specifically set forth in this
Agreement. Except for those obligations, the District shall have no liability to the County (including its
employees, contractors, suppliers, or any other person or entity) as a result of this Agreement in the
performance of the Scope of Work. Any financial or other liability that may arise as a result of the County’s (or
its employees, contractors, or suppliers) performance shall be the sole responsibility of the County.
11.
Term of Agreement.
This Agreement shall be effective on the Effective Date and shall terminate on Date, or upon full performance
by the Parties of their obligations under this Agreement, whichever occurs later provided that the County fully
performs no later than Date.
12.
Termination.
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This Agreement shall terminate upon the earlier of the foregoing:
(i)
The termination date specified in a written notice from a Party desiring to terminate this
Agreement for its convenience so long as said written notice is sent at least sixty (60) days prior
to said specified termination date; or
(ii)
the date of the beginning of the first District fiscal year for which funds are not appropriated, if
the District Board fails to appropriate sufficient monies in that District fiscal year to provide for
the continuation of this Agreement.
Each of the County's obligations under this Agreement shall be deemed material. If the County fails to perform
any of its obligations under this Agreement, in addition to all other remedies provided by law, and as may be
specified under this Agreement, the District may terminate this Agreement immediately upon written notice.
Notwithstanding Sections 11 and 12 of this Agreement, Section 15 of this Agreement shall remain in effect until
December 31, 2024, or until any claim or litigation concerning this Agreement asserted against District as of
December 31, 2021 is finally resolved, whichever occurs later.
13.
Contacts.
In all cases where written notice is required under the Agreement, such notice shall be given to the Designated
Authorized Representative of the Party for whom the notice is directed at the respective address set forth
below, unless notification of a change of address is given in writing. Notice shall be sent by registered or
certified mail, by a nationally recognized courier service, or by personal service, or by electronic mail coupled
with a hard copy sent by first class mail and shall be effective upon receipt. The Designated Authorized
Representative for each Party is as follows:
District Designated Authorized Representative:
Mr. Liang Lee, Deputy Operating Officer
5750 Almaden Expressway
San Jose, CA 95118
E-mail: llee@valleywater.org
Designated Project Manager:
Ms. Sarah Young, Senior Project Manager
(408) 630-2468
syoung@valleywater.org
County of Santa Clara Designated Authorized Representative:
Name, Title
Address
E-mail:
Designated Project Manager:
Name, Title
Phone Number
Each Party may designate a different contact from that set forth above by providing written notice to the other
Party through status or annual report.
14.
Insurance Requirements.
The County shall, prior to carrying out the Scope of Work, comply with the insurance requirements set forth in
the attached Appendix D, entitled “INSURANCE REQUIREMENTS,” which is hereby incorporated into the
Agreement by this reference. The District Risk Manager may, at his sole discretion, waive any and all
insurance requirements. The County represents and warrants that, at its sole cost and expense, County will
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maintain for the duration of the Agreement self-insurance against claims for injuries to persons or damages to
property that may arise from, or in connection with its performance of the services and/or operations herein
and the indemnity provision of this Agreement.
15.
Indemnification.
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 County 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 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, 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.
16. Anti-Discrimination
The District is an equal opportunity employer and requires County to have and adhere to a policy of equal
opportunity and non-discrimination. In the performance of the Agreement, the County 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. The County’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
American’s with Disabilities Act of 1990; the Rehabilitation Act of 1973 (Sections 503 and 504); California Fair
Employment and Housing Act (Government Code Section 12900 et. Seq.); California Labor Code Sections
1101 and 1102.
17. Miscellaneous Provisions.
(i)
This Agreement shall be construed, and its performance enforced, under California law.
(ii) The headings of the sections and subsections of this Agreement are inserted for convenience only. They
do not constitute a part of this Agreement and shall not be used in its construction.
(iii) It is understood and agreed by and between the Parties that County in the performance of this Agreement,
shall not act nor is it at any time authorized to act, as the agent or representative of the District in any
matter. County further agrees that it will not in any manner hold itself out as the agent or representative of
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the District or act in such a fashion as would give the impression to a reasonable person that County is
acting in such a capacity.
(iv) Unless otherwise authorized by this Agreement, amendments to the terms and conditions of this
Agreement shall be requested in writing by the Party desiring such revision, and any such adjustment to
this Agreement shall be effective only upon the mutual agreement in writing of the Parties.
(v) In no event shall a payment by District or any acceptance of payment by County constitute or be
construed to be a waiver by the District or County of any breach of this Agreement or any default which
may then exist on the part of the District or County, and the making of any such payment or the
acceptance of any such payment while any such breach or default exists shall in no way impair or
prejudice any right or remedy available to the District or County with respect to such breach or default.
(vi) This Agreement, including all Appendixes and documents incorporated herein by reference, embodies the
entire agreement between the District and County and its terms and conditions. No oral agreements or
conversations with any officer, agent or employee of the District shall affect or modify any of the terms or
obligations contained in any documents comprising this Agreement. Any such oral agreement shall be
considered as unofficial information and in no way binding upon the District or the County.
(vii) The Parties performance under this agreement shall be in strict conformity with all applicable laws.
(viii) If any part of this Agreement is for any reason found to be unenforceable by a court of competent
jurisdiction, all other parts nevertheless remain enforceable. The District and County agree that to the
extent that the exclusion of any unenforceable provisions from this Agreement affects the purpose of this
Agreement, then the Parties shall negotiate an adjustment to this Agreement in order to give full effect to
the purpose of this Agreement or either Party may terminate this Agreement.
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date it is last signed by the
Parties as set forth below.
“County”
APPROVED AS TO FORM:
COUNTY OF SANTA CLARA, a municipal
corporation
______________________________
NAME
Deputy County Attorney
By__________________________________
NAME
Date________________________________
“District”
SANTA CLARA VALLEY WATER DISTRICT, an
independent special district created by
State of California Legislature
By__________________________________
Date:________________________________
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APPENDIX A - SCOPE OF WORK
Please include clear, concise, and clearly defined measureable outcomes or project benefits in th is
section.
Project Purpose or Goals.
Site location:
1. Location map and site plan (City , Watershed , Adjacent water bodies and creeks);
2. Specific location of Project (cross street to cross street is generally an easily identifiable Project
reach) with Project access described
3. Photos of Project site (optional)
Measurable outcomes or project benefits:
1. Proposed improvements e.g., tons of trash to be removed; linear feet of riparian habitat restored;
acres of invasive plants removed; acres of native plants planted; number of trash booms; fish
barriers removed, etc.
2. Estimated duration for project completion.
Project tasks, including deliverables and milestones:
1.
Tasks and Deliverables should directly link to measurable outcomes and project benefits;
2.
Tasks and subtasks should be identified for the Project Scope in such a way that the District may
monitor Grantee’s progress on the approved project. The detail in which this is done is at Grantee’s
discretion, however, as applicable, should include such general topics as planning, design
(surveying, engineering, testing, bidding), construction, construction engineering and testing,
construction contingency, landscaping, and project management.
3.
Separate tasks and subtasks shall include cost estimates (see Appendices C and D) and shall be
the basis for reimbursement in invoicing.
Existing Agreements
Please provide list of agreements with the District, and how this project relates to these existing
agreements.
Project Team
1.
Describe the roles and responsibilities of the team proposed for the Project team
Project operation and maintenance
Plans for Project monitoring or change management (where applicable)
Other information as appropriate
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APPENDIX B - PROJECT SCHEDULE
Project Schedule shall include the following:
1.
2.
3.
Overall schedule: estimated project start date and duration of the project (no later than three years
following the execution of Agreement)
Major milestones for periodic reporting (i.e., critical path items, deliverables or completed
improvements)
Estimated duration for each task (please make sure the tasks are consistent with those contained
in Appendix A)
The schedule can be depicted as a chart or a table at the Applicant’s discretion as long as they are
clear, concise and contains tasks consistent with those described in Appendix A.
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APPENDIX C - PROJECT BUDGET
The Project budget needs to include information about funding request and match fund. The tasks contained in Project
budget must be consistent with those described in Appendix A. All costs must be relocated to pertinent tasks. An excel
template is provided, as Appendix C in the RFP.
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APPENDIX D - INSURANCE REQUIREMENTS
Please refer to the insurance requirements listed below.
Without limiting County's indemnification of, or liability to, the District, County 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:
County must provide its insurance broker(s)/agent(s) with a copy of these requirements and warrants that
these requirements have been reviewed by County’s insurance agent(s) and/or broker(s), who have been
instructed by County to procure the insurance coverage required herein. All Certificates of Insurance complete
with copies of all required endorsements must be sent to: Contract Administrator, Santa Clara Valley Water
District, 5750 Almaden Expressway, San Jose, CA 95118.
In addition to certificates, County must furnish District with copies of original endorsements affecting coverage
required by this Appendix D. 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 District before work commences. In the event of a claim or dispute, District has the right to
require County's insurer to provide complete, certified copies of all required pertinent insurance policies,
including endorsements affecting the coverage required by this Appendix D.
County 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:
$1,000,000 per occurrence / $1,000,000 aggregate limits for bodily injury and property damage
General Liability insurance must include:
a. Coverage at least as broad as found in standard ISO form CG 00 01.
b. Contractual Liability expressly including liability assumed under this contract.
c. If County must 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.
d. Severability of Interest
e. Broad Form Property Damage liability
f. If the standard ISO Form wording for "OTHER INSURANCE," or other comparable wording, is not
contained in County's liability insurance policy, an endorsement must be provided that said
insurance will be primary insurance and any insurance or self-insurance maintained by District, its
Directors, officers, employees, agents or volunteers must be in excess of County's insurance and
must not contribute to it.
2. Business Auto Liability Insurance with coverage as indicated:
$1,000,000 combined single limit for bodily injury and property damage per occurrence, covering all
owned, non-owned and hired vehicles.
3. Professional/Errors and Omissions Liability with coverage as indicated:
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$1,000,000 per claim/ $1,000,000 aggregate
Professional/Errors and Omission Liability appropriate to County’s profession, and must include:
A. If coverage contains a deductible or self-insured retention, it shall not be greater than one hundred
thousand dollars ($100,000) per occurrence/event.
B. Coverage shall include contractual liability
C. If coverage is claims-made:
a. Certificate of Insurance shall clearly state that the coverage is claims-made
b. Policy retroactive date must coincide with or precede County’s start of work (including
subsequent policies purchased as renewals or replacements).
c. Policy must allow for reporting of circumstances or incidents that might give rise to future
claims.
d. Insurance must be maintained and evidence of insurance must be provided for at least three
(3) years after completion of the contract of work.
1. Workers' Compensation and Employer’s Liability Insurance
Statutory California Workers’ Compensation coverage covering all work to be performed for the District.
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) County 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 insured’s’
activities and work. Other public entities may also be added to the additional insured endorsement as
applicable and County will be notified of such requirement(s) by the District.
(NOTE: Additional insured language on the Certificate of Insurance is NOT acceptable without a separate
endorsement such as Form CG 20 10, CG 2033, CG 2037. Note: Editions dated 07/04 are not acceptable)
2. Primacy Clause: County’s insurance must be primary with respect to any other insurance which may be
carried by the District, its officer, agents and employees, and the District’s coverage must not be called
upon to contribute or share in the loss.
3. Cancellation Clause Revision: The Certificate of Insurance MUST provide 30 days notice of
cancellation, (10 days notice for non-payment of premium). NOTE: The standard wording in the ISO
Certificate of Insurance is not acceptable. The following words must be crossed out or deleted from the
standard cancellation clause: "...endeavor to..." AND "...but failure to mail such notice must impose no
obligation or liability of any kind upon the company, its agents or representatives."
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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 the District’s Risk Management Administrator.
5. Self-Insured Retentions or Deductibles: Any deductibles or self-insured retentions must be declared to
and approved by the District. At the option of the District, either: the insurer shall reduce or eliminate such
deductibles or self-insured retentions as respects the District, its officers, officials, employees and
volunteers; or County shall provide a financial guarantee satisfactory to the Entity guaranteeing payment of
losses and related investigations, claim administration, and defense expenses.
6. Subconsultants: Should any of the work under this Agreement be sublet, County must require each of its
subconsultants of any tier to carry the aforementioned coverages, or County may insure subconsultants
under its own policies.
7. Amount of Liability not Limited to Amount of Insurance: The insurance procured by County for the
benefit of the District must not be deemed to release or limit any liability of County. Damages recoverable
by the District for any liability of County must, in any event, not be limited by the amount of the required
insurance coverage.
8. Coverage to be Occurrence Based: With the exception of the Professional Liability/Errors and
Omissions coverage mentioned above, all coverage must be occurrence-based coverage. Claims-made
coverage is not allowed.
9. Waiver of Subrogation: County agrees on to waive subrogation against the District to the extent any loss
suffered by County is covered by any Commercial General Liability policy, Automobile policy, Workers’
Compensation policy, or Professional policy described in Required Coverages above. County agrees to
advise its broker/agent/insurer about this provision and obtain any endorsements, if needed, necessary to
ensure the insurer agrees.
10. Non-compliance: The District reserves the right to withhold payments to County in the event of material
noncompliance with the insurance requirements outlined above.
11. Please mail the certificates and endorsements to:
Contract Administrator
Santa Clara Valley Water District
5750 Almaden Expressway
San Jose, CA 95118
IMPORTANT: On the certificate of insurance, please note either the name of the project or the name of
the District contact person or unit for the contract.
If your insurance broker has any questions, please advise him/her to call Mr. David Cahen, District Risk
Management Administrator at (408) 265-2607, extension 2213.
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APPENDIX E - RESOLUTION
(Replace with Project Resolution)
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