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87-040 Vallco Park Ltd., Vallco Parkway, Tantau Avenue, Stevens Creek Boulevard MYh } Cittg of Cu pertino 10300 Torre Avenue Cupertino,California 95014 P.O. Box 580 Telephone: (408)252-4505 Cupertino,California 95015 September 7L, 1987 Vallco Park LTD. Vallco Parkway, Tantau arra Stevens Creek Boulevard P. O. brewery. Cupertino, CA 95014 We are enclosing to you for your files one (1) copy of the Agreement by id between City of Cupertino and Vallco Park LTD. which has been y e7 which was y City Officials along with one (1) copy of Resolution No. 727 whichaw se ed by the City Council of the City of Cupertino, at their re which ting of Monday, July 6, 1987. This document requires rkes approximately six to eight weeks and will be on file in this office afte completion. Sincerely, 1 flTw ail CITY CLERK CITY OF CUPERTINO DC/so encl. cc: Department of Public Works 9429335 &rNT€RIM CITY HALL NO PEE IN ACCORDANCE REGFEE D/y 'MD 5, DeAnza Blvd. WITH 60V CODE 6103 Fr D. 1921ka, CA95014 RMF ' tCe!(RIZ ! lit -c-- F MICRO LIEN NOT SPIIPF EpII`1124 X87 PCOR (y.(�OF�7F {}t� L t, RESOLUTION NO. 7247 SEP 141987 �. IRE oIAti gIlz A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO APPROVING PARCEL MAP AND IMPROVEMENT PLANS OF PROPERTY LOCATED AT VALLCO PARKWAY TO STEVENS CREEK BOULEVARD, TANTAU AVENUE, INCLUDING FINCH AVENUE; DEVELOPER, VALLCO PARK, LTD.; AUTHORIZING EXECUTION OF STANDARD IMPROVEMENT AGREEMENT, DEFERRED IMPROVEMENT AGREEMENT; AND AUTHORIZING SIGNING OF PARCEL MAP AND IMPROVEMENT PLANS K 292PAGE 688 WHEREAS, there has been presented to the City Council for approval of the parcel map and improvement plans of property located at Vallco Parkway to Stevens Creek Boulevard, Tantau Avenue, including Finch Avenue, by Vallco Park, Ltd. ; and WHEREAS, there has been presented to the City Council a proposed agreement for the construction of streets, curbs, and gutters, and for other improvements, and good and sufficient bonds (letter of credit) , fees, and deposits as set forth in Exhibit "A" having been presented for the faithful performance of said work and the carrying out of said agreement; and said map, agreement, and bonds having been approved by the City Attorney; WHEREAS, there has also been presented to the City Council a deferred improvement agreement for contribution towards the regional bus transfer station, the bus turn-out on Stevens Creek Boulevard, and the frontage improvements of parcels other than Parcel 2; • NOW, THEREFORE, BE IT RESOLVED THAT a. Said parcel map and improvement plans herein referred to are hereby approved. b. The offer of dedication for street areas and all easements is hereby accepted. c. The City Engineer is hereby authorized to sign said improvement - plans. d. . The City Engineer and the City Clerk are hereby authorized to sign said parcel map and have it recorded. e. The Mayor and the City Clerk are hereby authorized to execute the standard agreement and the deferred agreement herein referred to. f. The deferred agreement shall be recorded with the County Recorder. THIO IS TO CERTIFY THAT THE WITHIN CORRECT apA 9p1�{�® �Ip�f ONF THE ORIGINST RU M ENT IS A ON�,/FILE /TRUE CIN THIS OFFICE. ORiGI tl9 96. ATTEST /J? .�t�- CITY CLE--KA/TTHE CITY OF CUPERTINO 9Y ♦ iI c 'i ,r / CITY CLERK K 292PAGE 689 Resolution No. 7247 PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cupertino on the 6th day of July , 1987 by the following vote: Vote Members of the City Council AYES: Gatto, Johnson, Plungy, Rogers, Sparks NOES: None ABSENT: None ABSTAIN: None ATTEST: APPROVE: /s/ Dorothy Cornelius /s/ W. Reed Sparks City Clerk Mayor, City of Cupertino K 292PAGE 690 EXHIBIT "A" SCHEDULE OF BOND, FEES, AND DEPOITS COMMERCIAL DEVELOPMENT VALLCO PARK, LTD. VALLCO PARKWAY TO STEVENS CREEK BLVD. , TANTAU AVENUE INCLUDING FINCH AVENUE **A. Faithful Performance Bond: $354,000.00 Three hundred fifty-four thousand dollars and no cents **B. Labor and Material Bond: $354,000.00 Three hundred fifty-four thousand dollars and no cents C. Checking and Inspection Fee: $ 39,240.00 Thirty-nine thousand two hundred forty dollars and no cents D. Indirect City Expenses: $ 5,890.00 Five thousand eight hundred ninety dollars and no cents E. Development Maintenance Deposit: $ 1,000.00 One thousand dollars and no cents , F. Storm Drainage Fee: $ 22,491.00 Twenty-two thousand four hundred ninety-one dollars and no cents G. One Year Power Cost: $ 230.00 Two hundred thirty dollars and no cents H. Street Trees: By Developer By Developer I. Map Checking Fee: $ 210.00 Two hundred ten dollars and no cents J. Park Fee: N/A K. Water Main Extension Deposit: N/A L. Maps and/or Improvement Plans: N/A **Finch Avenue and traffic signal only INTERIM CITY HALL - NO FEE IN ACCORDANCE 29 PGCE 6 91 10430 S. DeAnza Blvd. WITH 60V CODE 6103 Cupertino, CA 95014 AGREEMENT VALLCO PARKWAY, TANTAU AVENUE, STEVENS CREEK BOULEVARD This,tttAGREEMENT made and entered into this I1P day Iy of l,,,h/ , 19crl , by and between the CITY OF CUPERT NO, a municipal corporation of the State of California, hereinafter designated as CITY, and VALLCO PARK, LTD. hereinafter designated as DEVELOPER. WITNESSETH WHEREAS, the DEVELOPER has made application to the CITY for PARCEL MAP for future development hereinafter referred to as "Project." WHEREAS, the CITY hereby agrees to permit DEFERMENT of the required development improvements in accordance with the provisions of this AGREEMENT; and; - WHEREAS, the DEVELOPER hereby agraec to provide necessary improvement plans and specifications at such time as they may be required by the City Engineer as provided herein and; WHEREAS, the DEVELOPER further agrees to perform at his sole cost all the work necessary to complete installation of those improvements which will be required to be provided by Developer as described herein, in accordance with those plans to be prepared; and WHEREAS, the DEVELOPER agrees to provide bonds, cash payments, or other guarani-Pins as outlined herein to assure compliance with- conditions of development approval; and Page 1 • K 292PAGE 692 • WHEREAS, pursuant to the .provisions of this AGREEMENT, the CITY hereby established the amounts of Bonds, Fees, and Deposits as set forth in the following schedule: SCHEDULE OF BONDS, FEES AND DEPOSITS Improvement Category - N/A PART A. Faithful Performance Bond: Deferred PART B. Labor and Material Bond: Deferred PART C. Checking and Inspection Fee: Deferred PART D. Indirect City Expenses: Deferred PART E. Development Maintenance Deposit: Deferred PART F. Storm Drainage Fee: N/A PART G. One Yaar Power Cost: Deferred PART H. Street Trees: By Developer Deferred -PART I. Map Checking Fee: N/A PART J. Park Fee: N/A PART K. Water Main Extension Deposit: N/A PART L. Maps and/or Improvement Plans: Deferred PART M. Contribution toward area-wide bus transfer station in accordance with Condition No. 13 of Tentative Map approval 4-IM-86 Deferred Page 2 K 292PAGE 693 NOW, THEREFORE, IT IS HEREBY MUTUALLY AGREED by and between the parties hereto as follows, TO WIT: 1. DEDICATION A. The DEVELOPER offers to dedicate the real property shown on Exhibit "A", which is attached hereto and made a part hereof by reference. Said dedicata-i property shall be free and clear of all liens or encumbrances except those which the CITY shall waive in writing. The DEVELOPER agrees not to revoke said offer of dedication, and to keep said offer open until the CITY accepts offer by resolution. B. Upon execution of this AGREEMENT the DEVELOPER agrees to deliver a properly executed grant deed to the CITY of the real property described in Exhibit "A", and such other execut d conveyances, or instruments necessary to convey clear title as herein required. The DEVELOPER shall provide, at the DEVELOPER'S sole cost and expense, to the City: (1) A preliminary title report issued by a title insurance company relating to the property offered for dedication. (2) A standard policy of title insurance issued by a title insurance company and insuring the CITY in the sum of: N/A and which shall show said property free and clear of all liens or encumbrances exceptthose as- the CITY shall expressly waive in writing; said policy shall be furnished at the time of acceptance of dedication and recordation of deed. C. Upon the condition precedent that the DEVELOPER shall -perform each and every covenant and condition of. this AGREEMENT, the CITY agrees to accept said real property offered for dedication. 2. INSTALLATION OF WORK (Regpired by Section 23) It is further agreed that: A. The DEVELOPER shall install and complete the Work within one (1) year ftum the date of execution of this AGREEMENT, or such longer period as may be specifically authorized in writing by the City Engineer. In the event the DEVELOPER fails or refuses to complete the Work within the specified period of time, the CITY, at its sole option, shall be authorized to complete the Work in whatever manner the CITY shall decide. In the event the CITY completes the Work, the CITY may recover any and all costs incurred thereby fium the DEVELOPER or the DEVELOPER'S surety or both. B. The DEVELOPER shall install and complete the Work in a good and workmanlike manner in accordance with the plans as approved by the City Engineer of Cupertino. The Work shall be done in accordance with existing ordinances and resolutions of the CITY and in accordance with all plans, specifications, standards, sizes, lines, and grades approved by the City Engineer. The Work shall be done in accordance with all State and County Statutes applicable hereto. The decision of the City Engineer shall be final as to whether any material or workmanship meets the standards, specifications, plans, sizes, lines and grades as set forth. Page 3 K292pAcE 694 • C. It is further agreed that the Work shall be done in accordance ' with the most current Standard Specifications of the Department of Public Works, California Department of Transportation, State of California, and in accordance with the specifications of the Cupertino Sanitary District where applicable. Wherever the words "State" or "California Division of Highways" are mentioned in the State Specifications, it shall be considered as referring to the CITY of Cupertino; also wherever the "Director" or "Director of Public Works" is mentioned, it shall be considered as referring to the City Engineer. In case of conflict between the State Specifications and the specifications of the CITY and/or the Cupertino Sanitary District, the specifications of the CITY and/or the Cupertino Sanitary Districtshall take precedence over and be used in lieu of such conflicting portions. 3. EXCAVATION PERMIT It is further agreed that the DEVELOPER shall comply with Section Three of Ordinance No. 130 of the CITY by obtaining an excavation permit from the City Engineer before the commencement of any excavation in, on, or under the surface of any existing public street, lane, alley, sidewalk, or other public place. It is further agreed that the DEVELOPER shall notify the City Engineer of the exact date and time when the proposed excavation is to commence. 4. QUITCLAIM DEED NONE 5. BONDS AND OTHER SECURITY A. Upon the execution of this AGREEMENT, the DEVELOPER shall file with the CITY a faithful performance bond to assure his full and faithful performance of this AGREEMENT. The penal sum of said faithful performance bond shall be the full cost of any payment to be made under this AGREEMENT, the value of any land agreed to be dedicated, and any improvements to be made under this AGREEMENT. In the event that improvements are to be made under this AGREEMENT, the DEVELOPER shall, in addition to said faithful performance, file with the CITY a labor and materials bond in a penal sum adequate to assure full payment of all labor and materials required to construct said improvements. The amount of said bonds shall be as designated by the City Engineer. Said bonds shall be executed by a surety company authorized to transact a surety business in the State of California and must be approved by the City Attorney as to form and by the City Engineer as to sufficiency. In the event that the DEVELOPER shall fail faithfully to perform the covenants and conditions of this AGREEMENT, `or to make any payment, or any dedication of land, or any improvements herein required, the CITY shall call on the surety to perform this AGREEMENT or otherwise indemnify the CITY for the DEVELOPER'S failure to so do. Page 4 K 292pAGE 695 B. In lieu of a surety bond, the DEVELOPER may elect to secure this AGREEMENT by depositing with the CITY: 1. Cash; or, — 2. A cashier's check, or a certified rhack payable to the order of the City of Cupertino or, 3. A certificate of deposit, or instrument of credit meeting the requirements of Goverment Code Section 66499 (b) or (c) . C. The amount of said cash, checks, certificate of deposit, or instrument of credit shall be as designated by the City Engineer, and shall be the equivalent to that which would have been required had the DEVELOPER furnished the CITY with a surety bond. In the event that the DEVELOPER shall fail faithfully to perform the covenants and conditions of this AGREEMENT, or to make any payment, or any dedication of land, or any improvements herein required, the CITY may apply the proceeds of said security thereto. D. No release of surety bond, cash deposit, check, or certificate of deposit, shall be made except upon approval of the City Council. E. No interest shall be paid on any security deposited with the CITY. 6. CHECKING AND INSPECTION PEE It is further agreed that DEVELOPER shall pay any and all necessary direct expenses for inspection, checking, etc., incurred by CITY in connection with said Project, and that DEVELOPER shall have deposited with CITY, prior to execution of this AGREEMENT, the amount as set forth herein at Page 2 (Part C) . Should construction cost vary materially from the estimate from which Laid sum is calculated, the City Engineer shall notify DEVELOPER of any additional stun due and owing as a result thereof: 7. INDIRECT EXPENSES It is further agreed that DEVELOPER shall pay to CITY, prior to execution of this AGREEMENT, indirect expense allocable to processing these improvements, the amount as set forth herein at Page 2 (Part D) . Page 5 K292^AGE 696 8. DEVELOPMENT MAINTENANCE DEPOSIT It is further agreed that the DEVELOPER shall pay to the CITY, prior to execution of this AGREEMENT, the amount set forth herein at Page 2 (Part E) as a development maintenance deposit to insure proper dust control and cleaning during the construction period. The development maintenance deposit may be utilized for repairs ofdefects and imperfections arising out of or due to faulty workmanship and/or materials appearing in said work during the period until release of the improvement bonds by the CITY. Should the DEVEIAPER complete the required repairs to the entire satisfaction of the CITY, the unused balance will be returned after the release of the improvement bonds. 9A. STORM DRAINAGE. fEh NONE 9B. WATER MAIN EXTENSION DEPOSIT NONE 70. ONE YEAR POWER CAST It is further agreed that the DEVELOPER shall pay to CITY prior to execution of this AGREEMENT, the' amount as set forth herein at Page 2 (Part G) , which amount represents the power cost for street lights for one_ _ _ year. 11. THE INSTALLATION OF STREET TREES It is further agreed that the DEVELOPER shall, at such time as deemed appropriate by the City Engineer, plant street trees in conformance with the standards of the City of Cupertino. Variety of tree shall be selected first the City approved list. 12. PARK FEES NONE Page 6 • 13. MAINTENANCE OF WORK 11 2 9 2 PAGE 697 It is further agreed that the DEVELOPER shall maintain the Work until all deficiencies in the Work are corrected to conform to the Plans and the City standards and specifications for the Work. The DEVELOPER shall, upon written notice thereof, immediately repair or replace, without cost or obligation to the City of Cupertino, and to the entire satisfaction of said CITY, all defects and imperfections arising out of or due to faulty workmanship and/or materials appearing in said Work. 14. SANITARY DISTRICT It is further agreed that the DEVELOPER shall file with CITY, upon execution of this AGREEMENT, a letter from the Cupertino Sanitary District stating that the DEVELOPER has entered into a separate AGREEMENT with the said District to install sanitary sewers to serve all lots within said Project and stating that a bond to insure full and faithful performance of the construction of the said sanitary sewers and to insure maintenance of said sanitary sewer in conformance with the provisions as set forth in Paragraph 13 above has been filed. 15. GOVERNMENT CODE It is further agreed that DEVELOPER shall file with CITY, upon execution of this AGREEMENT, substantial evidence that all provisions of Section 66493, Article 8, Chapter 4 of the Government Code, pertaining to special assessments or bonds, have been complied with. • 16. CENTRAL FIRE DISTRICT It is further agreed that the DEVELOPER shall file with the CITY, upon _ execution of this AGREEMENT, a letter from the Central -Fire Protection District of Santa Clara County, stating that the DEVELOPER has entered into an AGREEMENT with said District to install fire hydrants to serve said Project and stating that all necessary fees have been deposited with said District to insure installation and five (5) year rental fee of said hydrants. 17. STREET LIGHTING It is further agreed that the DEVELOPER shall apply for the installation of electric power for street lighting at the earliest date possible. 18. PACIFIC GAS AND FTFCTRIC/PACIFIC RFTT, It is further agrccd that the DEVELOPER shall pay to Pacific Gas and Electric Company and/or to Pacific Bell any and all fees required for installation of overhead and/or underground wiring circuits to all electroliers within said property and any and all fees required for undergrounding as provided in Ordinance No. 331 of CITY when DEVELOPER is notified by either the City Engineer or the Pacific Gas and Electric Company and/or Pacific PP11 that said fees are due and payable. Page 7 • 19. EASEMENTS AND RIGHT-OF-WAY K 2 PAGE 698 It is further agreed that any easement and right-of-way necessary for completion of the work shall be acquired by the DEVELOPER at his own cost and expense. It is provided, however, that in the event eminent domain proceedings are required by the CITY for the purpose of securing said easement and right-of-way, that the DEVELOPER shall deposit with CITY a sum covering the reasonable market value of the land proposed to be taken and to be included in said sum shall be a reasonable allowance for severance damages, if any. It is further provided that in addition thereto, such sums as may be required for legal fees and costs, engineering, and other incidental costs in such reasonable amounts as the CITY may require shall be deposited with the City of Cupertino. 20. HOLD HARMLESS It is further agreed that, commencing with the performance of the Work by the DEVELOp. R or his contractor and continuing until the completion of the maintenance of the Work, the DEVELOPER shall indemnify, hold harmless and defend the CITY from and against any or all loss, cost, expense, damage or liability, or claim thereof, occasioned by or in any way whatsoever arising out of the performance or nonperformance of the Work or the negligence or willful misconduct of the DEVELOPER or the DEVELOPER'S agents, employees and independent contractors. 21. INSURANCE It is further agreed that: The DEVELOPER shall take out, or shall require any contractor engaged to perforin the Work to take out, and maintain at all times during the performance and maintenance of the Work called for or required to be done hereunder, a policy of insurance naming the CITY and members of the City Council of the City of Cupertino, individually and collectively, and the officers, agents and employees of the City individually and collectively, as insured. Said separate policy shall provide bodily injury and property damage coverage to the foregoing named CITY and individuals covering all the Work performed by, for, or on behalf of said DEVELOPER. Both bodily injury and property damage insurance must be on an occurrence basis; and said policy or policies shall provide that the coverage afforded thereby shall be primary coverage to the full limit of liability stated in the declarations, and if the City, its members of the City Council individually and collectively, and the officers, agents, and employees of the CITY, individually and collectively, have other insurance against the loss covered by said policy or policies, that other insurance shall be exress insurance only. A. Each of said policies of insurance shall provide coverage in the following minimum amounts: For bodily injury, $100,000 each person; $300,000 each occurrence, property damage, $50,000 on account of any one occurrence with an aggregate limit of not less than $200,000. Page 8 • • K22PA6E699 B. The DEVELOPER shall file with the City Engineer at or prior to the time of execution of this ACRE HENT by the DEVELOPER such evidence of said foregoing policy or policies of insurance as shall be satisfactory to said City Engineer. Each such policy or policies shall bear an endorsement precluding the cancellation or reduction in coverage without giving the City Engineer at least ten (10) days advance notice thereof. C. In the event that the Project covered herein should be mutually situated in or affect the area of jurisdiction of a separate municipality or political subdivision of the State of California, the policies of insurance required herein and above shall co-name such municipality or political subdivision and the provision set forth herein and above for the protection of the CITY shall equally apply to municipality and political subdivision. 22. MAPS AND/OR IMPROVEMENT PLANS It is further agreed that the DEVELOPER shall furniah CITY with the following maps and/or plans at his own expense: A. A mylar sepia and seven (7) prints of fully executed parcel maps. B. A mylar sepia and ten (10) prints of fully executed improvement plans. C. A direct duplicating silver negative microfilm aperture card of all executed improvement plans and maps. It is agreed that the sepia, prints and microfilm of maps will _be furnished within one month following recordation at the County of Santa Clara. It is also agreed that the sepia, prints and microfilm for improvement plans will be furnished within one month following the signing of the plans by the CITY. _ • 23. DMS It is further agreed that the DEVELOPER shall furnish, construct and install at his own expense, no later than 10 years and 6 months from the date of this AGREEMENT, the following improvements: a. The dedication of real property and construction of a partial bus "Duck Out" along and on Stevens Creek Boulevard within Parcel 1. b. As to Parcel 1 and 3, the construction of sidewalks, storm drains, street lights, pavements, and related public improvements along Stevens Creek Boulevard, Tantau Avenue, and Vallco Parkway, consistent with standards previously used in Vallco Park. c. Contribute toward area-wide bus transfer station in accordance with Condition No. 13 of Tentative Map approval 4-TM-86. Page 9 K 292PA6E 700 Until such notification is made by CITY, or such time has elapsed; Sections numbered 1 through 22 are hereby deferred. The DEVELOPER further agrees to cooperate, upon notice by the CITY, with other property owners, the CITY and other public agencies to provide the improvements set forth herein under a joint cooperative plan, including the formation of a local improvement district, if this method is feasible to secure the installation and construction of the improvements. 24. SUCCESSORS - RUN WITH LAND: - This AGREEMENT shall bind the heirs, administrators, . executors, successors, assigns and transferees of DEVELOPER. It is agreed and understood that this AGREEMENT shall be filed for record in the Office of the County Recorder of the County of Santa Clara, State of California and that the covenants in this AGREEMENT shall run with the land, a description of which is contained in Exhibit B, which is attached hereto and made a part hereof by reference, and is for the benefit of the other lands in the City of Cupertino. IN WITNESS WHEREOF, CITY has caused its name to be hereunto affixed by its Mayor and City Clerk, thereunto duly authorized by resolution of the City Council and said DEVELOPER has hereunto caused his name to be affixed the day and year first above written. d'. CITY OF,•CUPERT'INO:"' ::r �� 1. '. Approved as to form: G '�'^ aG � " � +'; Mayer 4 G ,. 1 -77_, }N.- -74-a-delA ,:i ..,,,,e4 ...xt, . ,-: c.o. ,4e , _x,O t .`t. City Attorney Cxty-`C'1 Pr`.,!�' 4 r J r A' DEVE OFERe"" ^ " r'' VAIUD° PARK;.. LTD. By: Borrel Leonard, Generaler LtalCiartn LBy. ' . I A_ , • ,^ Will W. Lester, Gent+ . s. '-'=4 - ' m All signatures require notary acknowledgment. Exhibits A and B, attached Page 10 STATE OF CALIFORNIA ss. K 2 9 2 PAGE 701 COUNTY OF SANTA CLARA • On July 16, 1987 before me, the undersigned a Notary Public in and for said State, personally appeared Burrel Leonard and Will W. Lester • personally known to me (or proved to me on the basis of a satisfactory evidence to be the person that executed this instrument, on behalf of the partnership and acknowledged to me that the partnership executed it. �. WITNESS my hand and Official seal a ��� � � L OFFICIAL SEAL Lil'IM dT i n t q�id/P 32t `■'� CHRISTINE MARSHALL NOBRECA Notary Public NOTARY PUBLIC-CALIFORNIA V :!!' SANTA CLARA COUNTY j Christine Marshall Nobrega 4 - My comm. expires APR 28, 1989 I Print or Type Name of Notary r - K 292PAGE 702 E}frIIBIT "A" An pa cement for a bus "Duck Out", not to exceed ten feet (10') in width, on Parcel 1 of the Parcel Map referred to in Exhibit B. Page 11 • K292PA6E 703 EXHIBIT "B" Description of Real Property: Parcels 1 and 3 as shown on that certain parcel map filed in the Office of the County Recorder of Santa Clara County on August 3 , 1987, in Book 576 of Maps, at Pages 31 & 32 Page 12