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15-174 Subdivision Agreement, 10121 N Foothill Blvd., Johnathan 786, LLC, APN 342-32-070; Notice of Completion Document No. 23127826RECORDING REQUESTED BY: City of Cupertino WHEN RECORDED, MAIL TO: City Clerk's Office City of Cupertino 10300 Torre Avenue Cupertino, CA 95014-3255 NO FEE IN ACCORDANCE WITH GOV. CODE 27383 DOCUMENT: 23127826 I U I ~ 1111 U 11111 REGINA ALCOMENDRAS SANTA CLARA COUNTY RECORDER Recorded at the request of City Pages: 26 Fees.... * No Fees Taxes ... Copies .. ----AMT PA ID RDE ** 008 10/28/2015 11 :19 AM (SP ACE ABOVE THIS LINE FOR RECORDER'S USE) SUBDIVISION AGREEMENT 10121 N Foothill Boulevard, Cupertino CA APN 342-32-070 D Original D For Fast Endorsement City of Cupertino SUBDIVISION AGREEMENT 10121 N Foothill Boulevard, Cupertino, CA APN: 342-32-070 This AGREEMENT ("Agreement") is made and entered into this l4t" day of P...v~1..>S.-\: , 2015, by and between the CITY OF CUPERTINO, a municipal corporation of the State of Calf ornia, ("CITY"), and Johnathan 786, LLC, a California limited liability company ("Subdivider") for development of six residential units including five live-work units located at 10121 N Foothill Boulevard. RECITALS 1. Pursuant to the Subdivision Map Act of the State of California and the City's local ordinances and regulations relating to subdivision maps, Subdivider has presented to the City for approval a final subdivision map (the "Map")for the subdivision of certain real property in the City of Cupertino, designated as Tract No. 10291 (the "Subdivision"). 2. Subdivider has prepared and City has approved the following plans and related specifications (the "Improvement Plans") for construction, installation and completion of certain public improvements in connection with the Subdivision (the "Improvements). The Improvement Plans are on file in the City's Department of Public Works and are incorporated into this Agreement by this reference. 3. Subdivider, has also offered for dedication to City certain streets, ways and easements delineated on the Map (the "Dedications"). 4. On Oc..\..-ola-cr b ..\-~ 2015, the City Council approved the Map and offers of dedication shown on the Map, conditioned on Subdivider entering into this Agreement to construct and complete the Improvements. NOW, THEREFORE, in consideration of City's approval of the Map, and in order to insure satisfactory performance by Subdivider of its obligations under the Subdivision Map Act and the Cupertino Municipal Code, City and Subdivider agree as follows: 1. SUBDIVIDER'S OBLIGATION TO CONSTRUCT IMPROVEMENTS a. Completion of Improvements. Subdivider, at its own expense, and in compliance with all provisions of the Subdivision Map Act, the Cupertino Municipal Code, the Map and any amendments thereto, and other applicable laws, shall furnish, install, and construct all required improvements in conformance with the Improvement Plans. The decision of the City Engineer shall be final as to whether any material or workmanship meets the plans, specifications, and standards as set forth. b. Compliance with applicable laws and rules. Subdivider shall construct the Improvements and the improvements shall be constructed 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 Page 1of13 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 District shall take precedence over and be used in lieu of such conflicting portions. c. Repair and replacement of damaged public facilities. Subdivider shall, at its own expense, repair or replace all public improvements, public utility facilities, surveying monuments and other public facilities that are destroyed or damaged as a result of any work under this agreement. Subdivider shall promptly notify the City Engineer of such damage and shall obtain the City Engineer's approval of all repair and replacement of damaged facilities. d. Subdivider's responsibility until City's acceptance. Until City accepts the Improvements, Subdivider shall be responsible for the care and maintenance of such improvements and shall bear all risks of loss or damage to the improvements. City shall not have any liability for any accident, loss or damage to the Improvements prior to their completion and acceptance by City. City's acceptance of the Improvements shall not constitute a waiver of any defects in the Improvements or Subdivider's obligation to repair such defects as provided in section 9 of this Agreement. e. Time for installation of improvements. SUBDIVIDER shall install and complete the Improvements within one (1) year from the date of execution of this AGREEMENT, or such longer period as may be specifically authorized in writing by the City Engineer pursuant to section l(f) of this Agreement (time extensions). In the event the SUBDIVIDER 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 all costs incurred thereby from the SUBDIVIDER or the SUBDIVIDER'S surety or both. No final inspection shall be granted or street improvements shall not be accepted unless all the requirements for safety purposes are installed, such as sidewalks, handicap ramps, street lights, etc. f. Time extensions. The City Engineer, in his or her sole discretion, may approve, in writing, a request for extension or completion of the time required for construction of the Improvements upon a showing of good cause by the Subdivider. Good cause may include delay resulting from an act of the City, acts of God, strikes, boycotts, or similar job actions which prevent the conduct of the work. In approving a request for time extension, the City Engineer may impose reasonable related conditions, such as requiring Subdivider to furnish new or modified improvement security guaranteeing performance of this Agreement, as extended, in an increased amount necessary to compensate for any projected increase in the estimated total cost of Improvements, as determined by the City Engineer. g. Permits. Subdivider shall, at its own expense, obtain and comply with the conditions of all necessary permits and licenses for the construction of the Improvements and give all necessary notices and pay all fees and taxes required by law. 2. ACQUISITION AND DEDICATION OF EASEMENTS OR RIGHTS OF WAY a. SUBDIVIDER offers to dedicate the real property shown on Tract No. 10291 as filed for record with the County of Santa Clara, which is made a part hereof by reference (the "Dedicated Property"). Upon the condition precedent that the SUBDIVIDER shall perform each and every covenant and condition of this AGREEMENT, the CITY agrees to accept said real property offered for dedication. Page 2 ofl3 The Dedicated Property shall be free and clear of all liens or encumbrances except those which the CITY agrees to waive in writing. Subdivider agrees not to revoke this offer of dedication, and to keep said offer open until the CITY accepts offer. Upon execution of this Agreement, Subdivider agrees to deliver a properly executed grant deed to the CITY of the real property described in Tract No. 10291, and such other executed conveyances, or instruments necessary to convey clear title as herein required. The SUBDIVIDER shall provide, at the SUBDIVIDER'S sole cost and expense, to the City at the time of acceptance of dedication and recordation of deed, (1) a preliminary title report issued by a title insurance company relating to the property offered for dedication, and (2) a standard policy of title insurance issued by a title insurance company and insuring the CITY, showing that the Dedicated Property is free and clear of all liens or encumbrances except any that the City expressly agreed to waive. b. Subdivider shall acquire any easement and right-of-way necessary for completion of the Project at its own cost and expense. However, that in the event eminent domain proceedings are required, the CITY for the purpose of securing said easement and right-of-way, SUBDIVIDER 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. 3. INSPECTION AND FINAL ACCEPTANCE a. Subdivider shall at all times maintain proper facilities and safe access for inspection of the Improvements by the City Engineer. b. Upon completion of the improvements or any category of improvements in compliance with the Improvement Plans and all applicable City standards, then the City Engineer shall certify completion of the Improvements. Subdivider shall bear all costs of inspection and certification for acceptance. Acceptance by the City Engineer shall not constitute a waiver by the City of any defects in the Improvements. 4. QUITCLAIM DEED SUBDIVIDER, when requested by the CITY, shall quitclaim all his/her rights and interests in, and shall grant to CITY authorization to extract water from the underground strata lying beneath said project. SUBDIVIDER agrees to execute a "Quitclaim Deed and Authorization" in favor of CITY, when presented to him/her for signature. 5. SECURITY a. Required Security. Prior to execution of this Agreement, Subdivider shall provide the following security to City in a form acceptable to the City: (1) Faithful performance. Security for faithful performance in the amount set forth in Part A of Exhibit A, the SCHEDULE OF BONDS, FEES AND DEPOSITS, attached and incorporated by reference as Exhibit B. (2) Labor and Materials. Security for labor and materials in the amount set forth in Part B of Exhibit A, the SCHEDULE OF BONDS, FEES AND DEPOSITS, attached and incorporated by reference as Exhibit C. Page 3of13 b. Form of Security. Subdivider shall provide as security, bonds executed by a surety company authorized to transact a surety business in the State of California and approved by the City as to sufficiency. In the event that the SUBDIVIDER shall fail to faithfully 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 SUBDIVIDER'S failure to do so. In lieu of a surety bond, the SUBDIVIDER may elect to secure this AGREEMENT by depositing with the CITY (1) Cash; (2) A cashier's check, or a certified check payable to the order of the City of Cupertino; or (3) A certificate of deposit, or instrument of credit acceptable to the City and meeting the requirements of Government Code Section 66499 (a) or (b). 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 SUBDIVIDER furnished the CITY with a faithful performance surety bond. In the event that the SUBDIVIDER shall fail to faithfully 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. c. Release of Security. No release of surety bond, cash deposit, check or certificate of deposit shall be made except upon approval of the Director of Public Works. Schedule for bond and insurance release for paper bonds are as follows: (1) Release of 90 percent of the faithful performance bond upon acceptance by the Director of Public Works. (2) Release of the remaining 10 percent of the performance bond at one year from acceptance after all deficiencies have been corrected and in the absence of any claim against such bond. (3) Release of the entire labor and material bond at six months from acceptance after all deficiencies have been corrected and in the absence of any claim against such bond, reduced to an amount equal to the total amount claimed by all claimants for whom liens have been filed and of which notice has been given to the City, plus an amount reasonably determined by the City Engineer to be required to assure the performance of any other obligations secured by the security. The balance of the security shall be released upon settlement or release of all claims and obligations for which the security was given. (4) Liability insurance, provided by the SUBDIVIDER to hold the CITY harmless in the event of liability arising from the project, to be retired at the end of one year if all deficiencies have been corrected and in the absence of any claim against the insurance. 6. PAYMENT OF REQUIRED FEES a. Permits and licenses. Subdivider shall, at its sole expense, obtain all necessary permits and licenses for the construction and installation of the Improvements, give all necessary notices, and pay all fees required by City ordinance, including but not limited to the fees described in this Agreement, and all taxes required by law. b. Fees. Subdivider shall pay fees in the amounts set forth in Exhibit A, including but not limited to the following, as required: (1) Inspection Fees. SUBDIVIDER shall pay all necessary direct expenses for inspection, checking, etc. incurred by CITY in connection with said Project, and that SUBDIVIDER shall have deposited Page 4of13 sufficient funds with CITY, prior to execution of this AGREEMENT. Should construction costs vary materially from the estimate from which this sum is calculated, the City Engineer shall notify SUBDIVIDER of any additional sum due and owing as a result thereof. (2) Storm Drainage Fee. SUBDIVIDER shall deposit with the CITY, prior to execution of this AGREEMENT, a storm drainage charge in connection with the said Project in accordance with the requirements established in Resolution 4422, March 21, 1977. (3) Map Checking Fee. SUBDIVIDER shall deposit with CITY, prior to execution of this AGREEMENT, for office checking of final map and field checking of street monuments, in compliance with Section 4:1 of Ordinance No. 47 (Revised 12/04/61) of CITY. (4) Park Fee. SUBDIVIDER shall pay such fees and/or dedicate such land to the CITY, prior to execution of this AGREEMENT, as is required within Section 18-1.602, Park Land Dedication, Cupertino Municipal Code. Park fees are calculated in accordance with action originally adopted by the City Council on March 19, 1991 and Chapter 14.05 or Section 18-1.602 of the Cupertino Municipal Code and as subsequently amended. (5) Reimbursement Fee. SUBDIVIDER shall deposit with the CITY, prior to execution of this AGREEMENT, a reimbursement fee for any street improvements that have been installed by the City, or by another property owner. Subdivider shall pay the City for the cost of the land at the cost to the City, or another property owner, and shall pay a street improvement reimbursement charge for the improvements which the City or another property owner, installed on the street abutting or included in the benefited property, in an amount equal to the total improvement costs for each particular benefited property as set forth in a reimbursement agreement. Payments for both land and improvements shall include simple interest in the amount of seven percent per year, to be calculated in the following manner: (i) Land Cost. Interest to accrue from the date the street improvements are accepted by the City to the date the street improvements reimbursement charge is paid, or if the land is purchased by the City for a City project, from the date of purchase to the date the charge is paid. (ii) Improvement Cost. Interest to accrue from the date the street improvements are accepted by the City to the date the street improvement reimbursement charge is paid, or if installed by the City, from the date installation commenced to the date the charge is paid. (iii) Provided, however, that the interest shall be waived if the adjoining property owner dedicates or has dedicated to the City land necessary for the street improvements, or where no such dedication is necessary. 7. DEVELOPMENT MAINTENANCE DEPOSIT SUBDIVIDER shall pay to the CITY, prior to execution of this AGREEMENT, the amount set forth in Exhibit A as a development maintenance deposit. City may use the deposit at its discretion to correct deficiencies and conditions caused by the SUBDIVIDER or his/her contractor that may arise during or after the construction of the development, and to obtain copies of approved plans for the CITY's files. If the costs exceed the amount deposited, SUBDIVIDER shall pay actual overage prior to return of original plans. Any unexpended amount will be returned to the SUBDIVIDER at the time all bonds are released in accordance with paragraph 5 of this agreement. Page 5of13 8. STREET TREE INSTALLATION SUBDIVIDER shall provide funds to the City for purchase and planting of street trees as deemed appropriate by the City Engineer; or shall, at the discretion and at such time as deemed appropriate by the City Engineer, plant street trees in conformance with the standards of the City of Cupertino. The variety, number and location of trees are subject to City's prior approval. 9. MAINTENANCE AND WARRANTY a. Warranty Period. Subdivider guarantees and warrants the Improvements and agrees to remedy any defects, damages, or imperfections in the Improvements arising from faulty or defective materials or construction of the Improvements for a period of one (1) year after City's final acceptance of the Improvements. Subdivider's obligation under this section shall include the repair, replacement, or reconstruction of all irrigation systems and all trees, shrubs, ground cover and landscaping for the required one-year period. b. Warranty repairs and replacements. If, within the warranty period, the Improvements or any part of the Improvements fail to fulfill any of the requirements of this Agreement or the Improvement plans and specifications, Subdivider shall repair, replace or reconstruct any defective or otherwise unsatisfactory parts of the Improvements without delay and at no cost to City. If (a) Subdivider fails to commence repairs within thirty {30) days of the date of mailed written notice from City, or (b) City determines that public safety requires repair before Subdivider can be notified, City may, at its sole option, perform the required repair itself. Subdivider agrees to pay the cost of any repairs City performs pursuant to this agreement and City may, at its sole option, recover that cost as a lien against Subdivider's property. 10. SANITARY DISTRICT SUBDIVIDER shall file with the CITY, upon execution of this AGREEMENT, a letter from the Cupertino Sanitary District stating that the SUBDIVIDER has submitted plans for review by the District and that sanitary sewers are available to serve all lots within the Project. 11. GOVERNMENT COSTS SUBDIVIDER shall file with the 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. 12. UTILITIES SUBDIVIDER shall pay to Pacific Gas and Electric Company, AT&T, and/or appropriate utility companies, all fees required for installation of overhead and/or underground wiring circuits to all electroliers within said property and all fees required for undergrounding as provided in Ordinance No. 331 or subsequently adopted ordinances of CITY or regulations of the appropriate utilities when the SUBDIVIDER is notified by either the City Engineer, Pacific Gas and Electric Company, AT&T, or appropriate utility companies that said fees are due and payable. Page 6of13 13. HOLD HARMLESS AND INDEMNIFICATION a. City or any of its officers, employees or agents shall not be liable for any injury to persons or property occasioned by reason of the acts or omissions of Subdivider, its agents, employees, contractors and subcontractors in the performance of this Agreement. Subdivider further agrees to protect, defend, indemnify and hold harmless City, is officials, agents, and employees from any and all claims, demands, causes of action, liability or loss of any sort, including but not limited to attorney fees and litigation expenses, because of or arising out of acts or omissions of Subdivider, its agents, employees, contractors and subcontractors in the performance of this Agreement, including all claims, demands, causes of action, liability or loss because of or arising out of, in whole or in part, the design and construction of the improvements. This indemnification and agreement to hold harmless shall extend to injuries to persons and damages or taking of property resulting from the design or construction of the Subdivision, and the public improvements described in this Agreement, and in addition, to adjacent property owners as a consequence of the diversion of waters from the design or construction of public drainage systems, streets and other public improvements. b. Acceptance by City of the Improvements shall not constitute an assumption by City of any responsibility for any damage or taken covered by this section. City shall not be responsible for the design or construction of the subdivision or the improvements pursuant to the approved Improvement Plans or map, regardless of any negligent action or inaction taken by the City in approving the plans or map, unless the particular improvement design was specifically required by City over written objection by Subdivider, indicating that the particular improvement design was dangerous or defective and suggested an alternative safe and feasible design, submitted to the City Engineer before approval of the particular improvement design. c. After City's acceptance of the Improvements, Subdivider shall remain obligated to correct or eliminate any defect in design or dangerous condition created by defects in design or construction, provided however, that developer shall not be responsible for routine maintenance. Provisions of this section shall remain in full force and effect for ten (10) years following City's acceptance of the Improvements. Subdivider acknowledges and agrees that Subdivider shall be responsible and liable for the design and construction of the Improvements and other work done pursuant to this Agreement and that City shall not be liable for any acts or omissions in approving, reviewing, checking, correcting, or modifying any Improvement Plans or related specifications or in approving, reviewing or inspecting any work or construction. The improvement security shall not be required to cover the provisions of this paragraph beyond the guarantee and warranty period specified in this agreement. 14. INSURANCE SUBDIVIDER shall maintain in full force and effect at all times during the term ofthis Agreement and shall provide to the CITY a copy of said insurance policy prior to starting work within the public right-of-way. The policy of insurance shall name 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 additional 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 SUBDIVIDER. 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 ofthe CITY, individually and collectively, have other Page 7of13 insurance against the loss covered by said policy or policies, that other insurance shall not be called upon to cover a loss under said additional policy. The insurance carrier shall be licensed to do business in the state of California and provide proof of their ratings. All ratings should be Best's Guide Rating of A, Class VII or better or that is acceptable to the CITY. Each of said policies of insurance shall provide coverage in the following minimum amounts: for general liability for bodily injury, personal injury and property damage $1,000,000 each occurrence, with an aggregate limit of not less than $2,000,000. SUBDIVIDER shall file with the City Engineer at or prior to the time of execution of this AGREEMENT by the SUBDIVIDER evidence of insurance coverage satisfactory to the City. Each policy or policies shall bear an endorsement precluding the cancellation or reduction in coverage without giving the City Engineer at least thirty (30) days advance notice thereof. In the event that the Improvements are situated in or affect the area of jurisdiction of a separate municipality or political subdivision of the State of California, the required insurance shall also name the other jurisdiction(s) as additional insured. 15. MAPS AND/OR IMPROVEMENT PLANS Subdivider shall provide CITY with the following maps and/or plans at the SUBDIVIDER'S expense: A. A mylar blackline and three (3) prints of fully executed parcel map. B. A mylar blackline and three (3) prints offully executed improvement plans. C. A scan in raster format of all executed improvement plans and map. D. One (1) Yz size prints offully executed plans and map. The SUBDIVIDER agrees to pay the CITY from the development maintenance deposit the cost for all prints of plans and maps. If costs exceed the amount deposited the SUBDIVIDER is required to pay actual overage prior to return of original plans. 16. ASSIGNMENT Subdivider shall not assign this agreement without the prior written consent of the City. Any attempted or purported assignment in violation of this paragraph shall be null and void and have no force or effect. The sale or other disposition of the Project shall not relieve Subdivider of its obligations under this agreement. If subdivider intends to sell the Project or any portion of the Project to any other person or entity, Subdivider may request a novation of this Agreement and substitution of improvement security. 17. COVENANT RUNNING WITH THE LAND This Agreement shall inure to the benefit of, and be binding upon the heirs, administrators, successors, assigns and transferees of the Parties, and shall be recorded in the Office of the County Recorder and constitute a covenant running with the land. Upon any sale or division of the Property, the terms, Page 8of13 covenants, conditions and restrictions of this agreement shall apply to each parcel, and the owner or owners of each parcel shall succeed to the obligations imposed upon Subdivider by this Agreement. 18. DEFAULT, BREACH, AND REMEDIES TO CITY a. Default. Default of Subdivider shall include, but not be limited to: (1) Subdivider's failure to timely commence construction of Public Improvements under this Agreement; (2) Subdivider's failure to timely complete construction of the Improvements; (3) Subdivider's failure to timely cure any defect in the Improvements; (4) Subdivider's failure to perform substantial construction work for a period of 20 consecutive calendar days after commencement of the work; (5) Subdivider's insolvency, appointment of a receiver, or the filing of any petition in bankruptcy, either voluntary or involuntary, which Subdivider fails to discharge within 30 days; (6) The commencement of a foreclosure action against the subdivision or a portion thereof, or any conveyance in lieu or in avoidance of foreclosure; or (7) Subdivider's failure to perform any other obligation under this Agreement. b. City reserves all remedies available to it at law or in equity for breach of Subdivider's obligations under this Agreement. The City shall have the right, subject to this section, to draw upon or use the appropriate security to mitigate City's damages in the event of default by Subdivider. City's right to draw upon or use the security is in addition to any other remedy available to City. The parties acknowledge that the estimated costs and security amounts may not reflect the actual cost of construction of the improvements and, therefore, City's damages for Subdivider's default shall be measured by the cost of completing the required improvements. City may use the sums provided by the security for completion of the Improvements in accordance with the Improvement Plans. c. In the event that Subdivider fails to cure any default under this Agreement within twenty (20) days after the City mails written notice of such default to Subdivider and Subdivider's surety, Subdivider authorizes City to perform the obligations for which Subdivider is in default and agrees to pay the entire cost of such performance by City. d. City may take over the work and complete the Improvements by contract or by any other method the City deems appropriate, at the expense of Subdivider, and Subdivider's surety shall be liable to City for any excess cost or damages to City resulting therefrom. In such event, City, without liability for so doing, may take possession of and use any of Subdivider's materials, appliances, plant and other property that are at the work site and are necessary to complete the Public Improvements. e. Subdivider's failure to comply with the terms of this Agreement constitutes Subdivider's consent for the City to file a notice of violation against all lots in the Subdivision or to rescind or otherwise revert the subdivision to acreage. Subdivider specifically recognizes that the determination of whether a reversion to acreage or recission of the subdivision approval constitutes an adequate remedy for Subdivider's default shall be within City's sole discretion. The remedy provided by this Subsection is in addition to all other remedies available to City, and Subdivider agrees that the choice of remedy or remedies for Subdivider's breach shall be within City's discretion. Page 9of13 f. In the event that Subdivider fails to perform any obligation under this Agreement, Subdivider agrees to pay all costs and expenses incurred by City in securing performance of those obligations, including but not limited to fees and charges of architects, engineers, attorneys and other professionals, and costs of suit and reasonably attorneys' fees. g. City's failure to take enforcement action with respect to a default, or to declare a breach, shall not be construed as a waiver of that default or breach or any subsequent default or breach by Subdivider. 19. SUBDIVIDER NOT AGENT OF CITY Neither Subdivider nor any of Subdivider's agents or contractors are or shall be considered to be agents of City in connection with the performance of Subdivider's obligations under this Agreement. 20. SUBDIVIDER TO WARN PUBLIC Until final acceptance of the improvements, Subdivider shall give good and adequate warning to the public of any dangerous condition of the Improvements, and shall take reasonable actions to protect the public from such dangerous condition. 21. NOTICES All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail, postage prepaid, registered or certified, addressed as hereinafter provided. All notices, demands, requests, or approvals from Subdivider to City shall be addressed to City at: City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention: Public Works Director/City Engineer All notices, demands, requests, or approvals from City to Subdivider shall be addressed to Subdivider at: Johnathan 786, LLC, a California limited liability company Tate Diversified Development, Inc. a California corporation, its Manager 22 S. Santa Cruz Ave. Los Gatos, CA 95030 Attention: Ronald Tate 22. NO VESTING OF RIGHTS Performance by Subdivider of this Agreement shall not be construed to vest Subdivider's rights with respect to any change in any zoning or building law or ordinance. 23. TIME IS OF THE ESSENCE Time is of the essence in the performance of this agreement by subdivider. 24. NONDISCRIMINATION Subdivider, its agents, employees, contractors and subcontractors shall not discriminate in any way against any person on the basis of age, sex, race, color, religion, sexual orientation, actual or perceived gender Page 10of13 identity, disability, ethnicity, or national origin in connection with or related to the performance of this Agreement. 25. GOVERNING LAW AND ATTORNEY FEES This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities). Any suits brought pursuant to this Agreement shall be filed with the courts ofthe County of Santa Clara, State of California. If City sues to compel Subdivider's performance of this Agreement, or to recover damages or costs incurred in completing or maintaining the work on the Improvements, Subdivider agrees to pay all attorneys' fees and other costs and expenses of litigating incurred by the City, even if Subdivider subsequently resumes and completes the work. 26. RELATIONSHIP OF PARTIES Neither Subdivider nor any of its contractors, employees or agents shall be deemed to be agents of the City in connection with the Performance of Subdivider's obligations under this agreement. 27. SEVERABILITY The provisions of this Agreement are severable. If any portion ofthis Agreement is held invalid by a court of competent jurisdiction, the remainder of the agreement shall remain in full force and effect. 28. INTEGRATED AGREEMENT This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both City and Subdivider. All unchecked boxes do not apply to this Agreement. Page 11of13 IN WITNESS WHEREOF, the Parties have caused this agreement to be executed by their respective, duly authorized officers on the date listed above. Approved as to form: ~ .. At~ey /\ ( \~,~1) A/ Attach Notary acknowledgement for Subdivider's signature: Attachments: Exhibit "A"-Schedule of Bonds, Fees, Deposits Exhibit "B" -Faithful Performance Bonds Exhibit "C"-Labor and Materials Bonds Page 12of13 CITY OF CUPERTINO: Director of Public Works SUBDIVIDER: Johnathan 786, LLC, A California limited liability company By: Tate Diversified Development, Inc., a California corporation, its Manager R~ CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County ot."::OOtO\ OlCleQ\.. ) On Av8UC>t \LI. 2Dl5 before me, ,Jenn·, fvR OQg,svtolk:, nofae13 public.. Date (),.,,.. /I Here Insert Name and Title of the Officer personally appeared ·tc.rA' ta l P/ m ~ va ~ Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(?) whose namepii isfttFe- subscribed to the within instrument and acknowledged to me that he.lsl:lel#iey executed the same in hisfl:lel'Afteif authorized capacity~). and that by his.LHer-f~f' signature(¢)' on the instrument the person(~, or the entity upon behalf of which the person¢) acted, executed the instrument. Place Notary Seal Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signat~~~ snatUrBOfOiarypub!ic ----------------OPTIONAL---------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: .S\J\QQ\..,J'IS'\t.V'\ AgR .. U:fV?-t-n }-: Document Date: ______ _ Number of Pages: Signer(s) Other Than Named Above: ____________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: ___________ _ Signer's Name: ___________ _ D Corporate Officer -Title(s): ______ _ D Corporate Officer -Title(s): ______ _ D Partner -D Limited D General D Partner -D Limited D General D Individual D Attorney in Fact D Individual D Attorney in Fact D Trustee D Guardian or Conservator D Trustee D Guardian or Conservator D Other: _____________ _ D Other: ____________ _ Signer Is Representing: ________ _ Signer Is Representing: ________ _ '@>~ ©2014 National Notary Association· www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of Ca~ rfl County of ~ ~ fo,_ ~ On 6 c.tJ i )-.() I i_. before me, Date who proved to me on the basis of satisfactory evidence to be the personM whose name($) is/51-fe subscribed to the within instrument and acknowledged to me that he/sJfe/tl)~ executed the same in his/p£r/tpeir authorized capacityQ.e's), and that,~ his/Q.efr/V'feir signatur"?(6} on the instrument the personj8'/, or the entity upon behalf of which the person~) acted, executed the instrument. Place Notary Seal Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. signature ~4'J;f Sigmurn~otary Public --------------------------------opTJQNAL------------------------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Docu~ n f Title or Type of Document: -...Lf,L>4.!.l.&!.LJJ-1>-'-Ll~~~~""'' &l"-l.~""'--Docu~~ Da~e:~. Af?JJ /-5- Number of Pages: Named Above: ~ ~--~:> ~,_Q__ Capacity(ies) Claimed by Signer(s) Signer's Name: ___________ _ Signer's Name: ___________ _ D Corporate Officer -Title(s): ______ _ D Corporate Officer -Title(s): ______ _ D Partner -D Limited D General D Partner -D Limited D General D Individual D Attorney in Fact D Individual D Attorney in Fact D Trustee D Guardian or Conservator D Trustee D Guardian or Conservator D Other: ______________ _ 0 Other: -------------~ Signer Is Representing: ________ _ Signer Is Representing: ________ _ ~'!YS!il!%11$@3·'§W~'@)o@;@i3YS@S!i¥<ffl1$@$!i2S§ll¢'&!*$:<"1fS@i?§llef§!~ilf¢~~ ©2014 National Notary Association· www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 Exhibit A SCHEDULE OF BONDS, FEES, AND DEPOSITS Street Improvement Category: PART A. 110-2211 PART B. 110-2211 PART C. 110-4538 PARTD. 110-2211 PART E. 215-4072 PART F. 110-4539 PARTG. 280-4082 PART H. 110-4534 PART!. 110-2211 PART J. 110-2211 PART K. 110-2211 Faithful Performance Bond: $139,740.00 Labor and Material Bond: $139,740.00 Checking and Inspection Fee: $7,384.00 Development Maintenance Deposit: $1,000.00 Storm Drainage Fee -Basin 2 $4,599.00 Map Checking Fee: $8,831.00 (Already Paid) Park Fee: Zone II $99,000.00 Grading Permit: $18,000.00 Grading Bond: $300,000.00 Grading Misc Deposit: $1,000.00 Parking Sign & Striping Contribution: $700.00 Page 13of13 Bond No.800011644 Arnnal Premimn. $ 2 ~ 09 6 • 00 FAITHFUL PERFORMANCE AND COMPLETION IMPROVEMENT BOND KNOW AIL MEN' BY THESE PRESENTS: / Thatwe, Johnathan 786. LLC, A California Limited Li~bility Company es.Principal and Atlantic Specialty Insurance Company as SUJ;§ty J!re hel • and firmlv · bound wto the Cgy of I'.nnerfina, State of Califumia, in the sum of One Hundred-.~ rt -"Ni:U~ Tliausand-, "Seven_ Rundrea-~ Dolla!:s ($1 39• 740• 00 ) we bind omsel.Ves, oor be.irS,. executors, soccessm:s, and assigns. jointly and sevemlly, fumly by tbeSe presents. TBE CONDIDON of the foregoing obligation is such~ . . WHEREAS, said Principil will perlbnn all Tract 10291 Cupertino Live + Work located 10121 N. Foothill· Blvd, Cupertino, CA fa accordance with the approved improvement plans prepared by SMP Engineers , Civil Engineer on file in 1he Engineer's · O:ffi.ce;-City of Copertfuo_,-and~ herein-by-reference. WHEREAS, improvements shall be completed within one (1) year from the date of acceptance of fuis bond · by the City Coun,,,ril. WHEREAS, improvements shall be mafuhrined fur a period of at least one (1) year after acceptance of constroction by the City. This bond shall be in :full force and effect 1hroogh the period of mrrintenance as provided in said contract. The maintenance period &ball continue until such time that all deficiencies of constrod:ion are corrected t.o fbe ~n of the~ .Engineer's Office. WHEREAS, Principal and Surety shall be responsible for any and all damages arising under the origlnal ~ NOW THEREFORE, :if the said Principal shall well and truly do and petform. all the covenants and obligmions as set forth above, on :iiJ> part to be done and performed at the time and in the manner specified therem, then this obligation shall be mill. and void, otherwise, this band shall remain in full force and effect. In witness whereof, this instrument has been duly executed b the Principal and Sur Surety this 16th day of September , 2015. Johnathan 786, LLC A California Limited Liability·Compa.ny Principal By: By: Tate Diversified Development, Inc. A California Corporation, Its Manager ~~-- Ronald M. Tate, Its President CITY OF CUPERTINO APPROVED TO AS FORM: The above Bond is hereby accepted and approved this day of • 201.5. ----- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 • A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of 2)0\f\\-Ci\ Ci!AYO\. · ) or0vph:moe£ lL0,2015 before me,, Jenn·1PeQ,0£H.sda le/ nDJ-c!§.f; Q[;tbfi'l Date I\) •. _ Here Insert Name and Title o the Officer personally appeared J(V(lQi rA t'Y\ /11 b Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(~ whose nameM is/.ai:e- subscribed to the within instrument and acknowledged to me that hefsl:teiltfiey executed the same in his/her/their authorized capacityfjes), and that by his/flefftfieir signature¢. on the instrument the person;$), or the entity upon behalf of which the person~) acted, executed the instrument. Place Notary Seal Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature ~~£<___, U~e of Notary Public ~~~~~~~~~~~~~~~OPTIONAL~~~~~~~~~~~~~~~ Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document j - Title or Type of Document: Ft<Zfv0mt1f1U E:vnv1 Document Date: ~/(_p /2D/ 'O Number of Pages: Signer(s) Other Than Named Above: ____________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: ___________ _ Signer's Name: ___________ _ D Corporate Officer -Title(s): ______ _ D Corporate Officer -Title(s): ______ _ D Partner -D Limited D General D Partner -D Limited D General D Individual D Attorney in Fact D Individual D Attorney in Fact D Trustee D Guardian or Conservator D Trustee D Guardian or Conservator D Other: ______________ _ D Other: ______________ _ Signer Is Representing: ________ _ Signer Is Representing: ________ _ ~· ~ -·--•• -·-·--·-···-·----·--.'@'@.~ ©2014 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of San Francisco On September 16, 2015 before me, Carolyne Emery, Notary Public (insert name and title of the officer) personally appeared Bradley N. Wright who proved to me on the basis of satisfactory evidence to be the person~ whose name¢) is/a.re- subscribed to the within instrument and acknowledged to me that he/sl:lQ/thQy executed the same in his~r authorized capacity(ie&), and that by his/l:!ar/their signature($) on the instrument the person{J9, or the entity upon behalf of which the person(?{ acted, executed the instrument I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. CL,J~"'-~ Signature ~ .0 (Seal) One Beacon INSURANCE GROUP Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that ATLANTIC SPECIAL TY INSURANCE COMP ANY, a New York corporation with its principal office in Minnetonka, Minnesota, does hereby constitute and appoint: Victoria M. Campbell, Bradley N. Wright, Carolyne Emery, each individually ifthere be more than one named, its true and lawful Attorney-in-Fact, to make, execute, seal and deliver, for and on its behalfas surety, any and all bonds, recognizances, contracts of indemnity, and all other writings obligatory in the nature thereof; provided that no bond or undertaking executed under this authority shall exceed in amount the sum of: sixty million dollars ($60,000,000) and the execution of such bonds, recognizances, contracts of indemnity, and all other writings obligatory in the nature thereof in pursuance of these presents, shall be as binding upon said Company as if they had been fully signed by an authorized officer of the Company and sealed with the Company seal. This Power of Attorney is made and executed by authority of the following resolutions adopted by the Board of Directors of ATLANTIC SPECIAL TY INSURANCE COMP ANY on the twenty-fifth day of September, 2012: Resolved: That the President, any Senior Vice President or Vice-President (each an "Authorized Officer") may execute for and in behalf of the Company any and all bonds, recognizances, contracts of indemnity, and all other writings obligatory in the nature thereof, and affix the seal of the Company thereto; and that the Authorized Officer may appoint and authorize an Attorney-in-Fact to execute on behalf of the Company any and all such instruments and to affix the Company seal thereto; and that the Authorized Officer may at any time remove any such Attorney-in-Fact and revoke all power and authority given to any such Attorney-in- Fact. Resolved: That the Attorney-in-Fact may be given full power and authority to execute for and in the name and on behalf of the Company any and all bonds, recognizances, contracts of indemnity, and all other writings obligatory in the nature thereof, and any such instrument executed by any such Attorney-in-Fact shall be as binding upon the Company as if signed and sealed by an Authorized Officer and, further, the Attorney-in-Fact is hereby authorized to verify any affidavit required to be attached to bonds, recognizances, contracts of indemnity, and all other writings obligatory in the nature thereof. This power of attorney is signed and sealed by facsimile under the authority of the following Resolution adopted by the Board of Directors of ATLANTIC SPECIAL TY INSURANCE COMPANY on the twenty-fifth day of September, 2012: Resolved: That the signature of an Authorized Officer, the signature of the Secretary or the Assistant Secretary, and the Company seal may be affixed by facsimile to any power of attorney or to any certificate relating thereto appointing an Attorney-in-Fact for purposes only of executing and sealing any bond, undertaking, recognizance or other written obligation in the nature thereof, and any such signature and seal where so used, being hereby adopted by the Company as the original signature of such officer and the original seal of the Company, to be valid and binding upon the Company with the same force and effect as though manually affixed. IN WITNESS WHEREOF, ATLANTIC SPECIALTY INSURANCE COMPANY has caused these presents to be signed by an Authorized Officer and the seal of the Company to be affixed this eighth day of December, 2014. STATE OF MINNESOTA HENNEPEN COUNTY By Paul J. Brehm, Senior Vice President On this eighth day of December, 2014, before me personally came Paul J. Brehm, Senior Vice President of ATLANTIC SPECIAL TY INSURANCE COMP ANY, to me personally known to be the individual and officer described in and who executed the preceding instrument, and he acknowledged the execution of the same, and being by me duly sworn, that he is the said officer of the Company aforesaid, and that the seal affixed to the preceding instrument is the seal of said Company and that the said seal and the signature as such officer was duly affixed and subscribed to the said instrument by the authority and at the direction of the Company. SA LESHA V. S. BEEKS Notary Public State of Minnesota My Commission Expires January 31 , 2020 Notary Public I, the undersigned, Assistant Secretary of ATLANTIC SPECIALTY INSURANCE COMP ANY, a New York Corporation, do hereby certify that the foregoing power of attorney is in full force and has not been revoked, and the resolutions set forth above are now in force. /'/ t/;._, "<::::r.~rMJ\ •/) ,'Jf1/s~ • Signed and sealed. Dated ff) day 0JY<-jf1:1w.;>{;r;., P/5 This Power of Attorney expires October I, 2017 James G. Jordan, Assistant Secretary '·, ~. Bond No. 800011644 Premium:-~ Included in Performance· Bond LABOR AND MATERIAL BOND FOR SUBDMSION IMPROVEMENTS Recitals 1. The City of Cupertino California and Johnathan 786, LLC, A Cq.lif ornia Limited ' • L1av1Litf Company (hereinafter referred to as "Principal'\ have entered into an agreement whereby Prmc1pa agrees to install and complete certain designated public improvements,. dated , 20 __ , and identified as project/tract no.102 91 is incorpornted by this reference as if set forth in full; and, 2. Pursuant to the agreement, Principal is required, before commencing performance of the work, to file a good and sufficient payment bond with the City of Cupertino to secure any claims brought under Titie 15, Division 3, Part 4 of the Civil Code (commencing with Section 3082). NOW THEREFORE, the Principal and the undersigned as corporate surety (hereinafter referred to as "Surety") their heirs, successors, assigns, executors and administrators, jointly and severally ("\re held bound unto the City of Cupertino and all contractors, subcontractors, laborers, materialmen and other persons employed in the p.derformhillJCe of the aJZreement :mn referred in the_ ~.t:. • d c· 'I C d · th f One Hull red T irty-1h.ne Thousand,-S"'even Hundrecr .l:"orty cw.orement10ne iv1 o e m e sumo and oo t lOOths · . -=~--"'-"'-'-"'-""-=::=:::'--~~~~~~~~~~~~~~ dollars($ 139, 7 40. oo ), for materials furnished or labor thereon of any kind, or for amounts due under the Unemployment Insurance Act with respect to such work or labor, that the surety will pay the same in an amount not exceeding the amount hereinabove set forth, and also in case suit is brought upon this ·bond, will pay, in addition to the face amount thereof,, costs and reasonable expenses and fees, including reasonable attorney's fees, incurred by the City of Cupertino in successfully enforcing such obligation, to be awarded and fixed by the court, and to be taxed as costs and to be included in the judgement therein rendered. It is hereby expressly stipulated and agreed that this bond shall inure to the benefit of any and all persons, companies and corporations entitled to file claims under Title 15 (commencing with Section 3082) of Part 4 of Division 3 of the Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this bond. Should the condition of this bond be fully performed, then this obligation shall become null and void, otherwise, it shall be.and remain·in full force and effect. The surety hereby stipulated and agrees that no change, extension oftime, alteration or addition to the terms of said agreement or the specifications accompanying the same shall; in any manner, affect its obligations on this bond, and it does.hereby waive notice of any such change, extension, alteration or addition. 2/4/00 IN WITNESS WHEREOF, this instrument has been duly executed by the Principal and Surety this 16th day of September, 2015. (To be signed by Principal and Surety. Notary Acknowledgements required.) Johnathan 786, LLC A California Limited Liability Company Principal By: Tate Diversified Development, Inc. A California Corporation, Its Manager By: <:: Ronald M. Tate, Its President Atlantic S an APPROVED AS TO FORM: The above bond is~ereby accepted and approved this ___ day of ______ . 2015. CITY OF CUPERTINO By: ________________ _ CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of;:;o()+fA OiCJ 12.£(_ ) on.Sephmbee 1u;, Zol5before me~ wn~, Fer2_ OQJJS@l~ nofcrrey pubJ;'c_ . Date A Here lnsett Name and Title of the Officer persona11y appeared £MCI\ o\ VY\ -cJCl tu Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(~ whose name~ is/ai:e- subscribed to the within instrument and acknowledged to me that he~ executed the same in his/.her/their authorized capacity~), and that by hisf'.AenL#lek signature(~ on the instrument the personkS}, or the entity upon behalf of which the person\¢) acted, executed the instrument. a JENNIFER DRYSDALE Commission # 2085391 Z< Notary Public • California i >_. z Santa Clara County J. • ' ' • ,Ml goT'!J· ;xrrzs,Ngv J-Ji1 al Place Notary Seal Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature /,f A1/f7,dJ~ ~vf_nlt.J · lf-'----"----'--~;;re ~ublic ~~~~~~~~~~~~~~~OPTIONAL~~~~~~~~~~~~~~~ Though this section is optional, completing this information can deter alteration of the doc;:ument or fraudulent reattachment of this form to an unintended document. Description of Attached Document , Title or Type of Document: lOi btx Met~ aJ. Bvvl£7\. Document Date: q /(r_p/2DJ':J Number of Pages: Signer(s) Other Than Named Above: ____________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: ___________ _ Signer's Name: ___________ _ D Corporate Officer -Title(s): ______ _ D Corporate Officer -Title(s): ______ _ D Partner -D Limited D General D Partner -D Limited D General D Individual D Attorney in Fact D Individual D Attorney in Fact D Trustee D Guardian or Conservator D Trustee D Guardian or Conservator D Other: D Other: ______________ _ Signer Is Representing: _________ _ Signer Is Representing: ________ _ ~~~~"%'@.%£<;®?$@:>®'!'.iR>~~'QO~~ ©2014 National Notary Association• www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies onfy the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. --~~~~~~~~~~~~·~~~~~~~ State of California County of San Francisco On September 16. 2015 before me, Carolyne Emery, Notary Public (insert name and title of the officer) personally appeared Bradley N. Wright who proved to me on the basis of satisfactory evidence to be the person(ii1 whose name~ is/m subscribed to the within instrument and acknowledged to me that he/i;.l:i.Q/thQy executed the same in his/~r authorized capacity(~e&}, and that by his/l:Jer/their signature($) on the instrument the person(15, or the entity upon behalf of which the person(~ acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of CaHfornia that the foregoing paragraph is true and correct. r ................................................... Qlllllllllll •• ))t::,f.fr,:1{, CAROLYNE EMERY l u ;~~~~~~: Commission No. 2012542 i!5 ~ . ::,:;:;£.jt NOTARY PUBLIC-CALIFORNIA ~ I ' .. ~"Y. ALAMEDA COUNTY j ''""'''' My Comm. Expires MARCH 16, 2017 ....... ·········••0•••••1t•••••••11••• ...... ••••••t1•11 •••••• WITNESS my hand and official seal. OJ,L.~ Signature ._M+r ~(Seal) One Beacon INSURANCE GROUP Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that ATLANTIC SPECIAL TY INSURANCE COMP ANY, a New York corporation with its principal office in Minnetonka, Minnesota, does hereby constitute and appoint: Victoria M. Campbell, Bradley N. Wright, Carolyne Emery, each individually ifthere be more than one named, its true and lawful Attorney-in-Fact, to make, execute, seal and deliver, for and on its behalf as surety, any and all bonds, recognizances, contracts of indemnity, and all other writings obligatory in the nature thereof; provided that no bond or undertaking executed under this authority shall exceed in amount the sum of: sixty million dollars ($60,000,000) and the execution of such bonds, recognizances, contracts of indemnity, and all other writings obligatory in the nature thereof in pursuance of these presents, shall be as binding upon said Company as if they had been fully signed by an authorized officer of the Company and sealed with the Company seal. This Power of Attorney is made and executed by authority of the following resolutions adopted by the Board of Directors of ATLANTIC SPECIALTY INSURANCE COMPANY on the twenty-fifth day of September, 2012: Resolved: That the President, any Senior Vice President or Vice-President (each an "Authorized Officer") may execute for and in behalf of the Company any and all bonds, recognizances, contracts of indemnity, and all other writings obligatory in the nature thereof, and affix the seal of the Company thereto; and that the Authorized Officer may appoint and authorize an Attorney-in-Fact to execute on behalf of the Company any and all such instruments and to affix the Company seal thereto; and that the Authorized Officer may at any time remove any such Attorney-in-Fact and revoke all power and authority given to any such Attorney··in- Fact. Resolved: That the Attorney-in-Fact may be given full power and authority to execute for and in the name and on behalf of the Company any and all bonds, recognizances; contracts of indemnity, and all other writings obligatory in the nature thereof, and any such instrument executed by any such Attorney-in-Fact shall be as binding upon the Company as if signed and sealed by an Authorized Officer and, further, the Attorney-in-Fact is hereby authorized to verify any affidavit required to be attached to bonds, recognizances, contracts of indemnity, and all other writings obligatory in the nature thereof. This power of attorney is signed and sealed by facsimile under the authority of the following Resolution adopted by the Board of Directors of ATLANTIC SPECIAL TY INSURANCE COMPANY on the twenty-fifth day of September, 2012: Resolved: That the signature of an Authorized Officer, the signature of the Secretary or the Assistant Secretary, and the Company seal may be affixed by facsimile to any power of attorney or to any certificate relating thereto appointing an Attorney-it1-Fact for purposes only of executing and sealing any bond, undertaking, recognizance or other written obligation in the nature thereof, and any such signature and seal where so used, being hereby adopted by the Company as the original signature of such officer and the original seal of the Company, to be valid and binding upon the Company with the same force and effect as though manually affixed. IN WITNESS WHEREOF, ATLANTIC SPECIALTY INSURANCE COMP ANY has caused these presents to be signed by an Authorized Officer and the seal of the Company to be affixed this eighth day of December, 2014. STATE OF MINNESOTA HENNEPEN COUNTY By Paul J. Brehm, Senior Vice President On this eighth day of December, 2014, before me personally came Paul J. Brehm, Senior Vice President of ATLANTIC SPECIALTY INSURANCE COMPANY, to me personally known to be the individual and officer described in and who executed the preceding instrument, and he acknowledged the execution of the same, and being by me duly sworn, that he is the said officer of the Company aforesaid, and that the seal affixed to the preceding instrument is the seal of said Company and that the said seal and the signature as such officer was duly affixed and subscribed to the said instrument by the authority and at the direction of the Company. SA LESHA V. S. BEEKS Notary Public State of Minnesota My Commission Expires January 31, 2020 Notary Public I, the undersigned, Assistant Secretary of ATLANTIC SPECIAL TY INSURANCE COMP ANY, a New York Corporation, do hereby certify that the foregoing power of attorney is in full force and has not been revoked, and the resolutions set forth above are now in force. J/-fiu C..-fflp:~.tl~A 2 I_. Signed and sealed. Dated ff:) day ofUc::rL°"f""'~ , UJ ~. This Power of Attorney expires October I, 2017 James G. Jordan, Assistant Secretary "NO FEE" City of Cupertino CERTIFICATE OF ACCEPTANCE is hereby given in order to comply with the provisions of Section 27383 of the Government Code. This is to certify that the interest in real property conveyed by the deed or grant dated August 14, 2015, from 10121 N Foothill Boulevard, Cupertino, CA to the City of Cupertino, a governmental agency, is hereby accepted by order of the Public Works Director, and the grantee consents to recordation thereof by its duly authorized officer. Dated: By: October 15, 2015 Kirsten Squarcia Deputy City Clerk