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15-195 Installation Agreement, 10645, 10655 & 10665 Cordova Rd APNS: 342-22-099, 100 & 101, Notice of Completion Document No. 23132006REG0RDING REQUESTED BY: City of Cupertino WHEN RECORDED, MAIL TO: City Clerk's Office City of Cupertino 10300 Torre A venue Cupertino, CA 95014-3255 NO FEE IN ACCORDANCE WITH GOV. CODE 27383 DOCUMENT: 23132006 1111111111 I Ill II II 111111 Pages: 25 Fees.... * No Fees Taxes ... Copies. . ___ _ AMT PAID REGINA ALCOMENDRAS SANTA CLARA COUNTY RECORDER Recorded at the request of ROE # 025 11/02/2015 2:06 PM city (SPACE ABOVE THIS LINE FOR RECORDER'S USE) INSTALLATION AGREEMENT 10645, 10655 & 10665 Cordova Road, Cupertino, CA APNS: 342-22-099, 100 & 101 ~Original D For Fast Endorsement City of Cupertino INSTALLATION AGREEMENT (Cupertino Municipal Code Chapter 14.04) 10645, 10655 & 10665 Cordova Road, Cupertino, CA APNS: 342-22-099, 100 & 101 This INSTALLATION AGREEMENT ("Agreement") is made and entered into this 1~ day of Dc,,,\-e\.Je/ , 20-1..£, by and between the CITY OF CUPERTINO, a municipal corporation of the State of California, ("CITY"), and Brian J. O'Grady (a single man), Li Lynn Ooi and Jack R. Wu (wife and husband as joint tenants), and Discoverer Ventures LLC (a California limited liability company) ("DEVELOPER") for street improvements associated with development of three single family homes located at 10645, 10655 & 10665 Cordova Road. RECITALS 1. DEVELOPER has presented to the City an application for a development entitlement consisting of three signal family homes (the "Development Entitlement") located at 10645, 10655 & 10665 Cordova Road, Cupertino CA (the "Property"). 2. Chapter 14.04 of the Cupertino Municipal Code ("CMC") requires, as a condition precedent to the erection, construction, addition, alteration or repair of any building or structure in certain designated areas of the City with unimproved streets and for which a building permit is required by the City, installation of certain types of public improvements and/or dedication where deemed necessary by the City Engineer. 3. In consideration of City's approval of the Development Entitlement and pursuant to the requirements of CMC Chapter 14.04, Developer desires to enter into this Agreement promising to install and complete, at Developer's sole expense, all public improvement work required by the City for the proposed development. 4. Developer has prepared and City has approved plans and related specifications (the "Improvement Plans") for construction, installation and completion of improvements. The Improvement Plans titled 10645, 10655 & 10665 Cordova Road, prepared by Giuliani & Kull, Inc. and dated July 10, 2015, are hereby incorporated into this Agreement by reference. NOW, THEREFORE, in consideration of the approval by City of the Development Entitlement, City and Developer agree as follows: Page 1of11 1. DEVELOPER'S OBLIGATION TO INSTALL IMPROVEMENTS a. Completion of Improvements: Developer, at its own expense, shall furnish, install, and construct all improvements required by the City Engineer pursuant to Chapter 14.04 of the Cupertino Municipal Code, or as amended, in a good and workmanlike manner and as shown on the Improvement Plans as approved by the City Engineer of Cupertino and in accordance with existing ordinances and resolutions of the CITY and other applicable laws. 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. Developer shall complete the Work 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 District shall take precedence over and be used in lieu of such conflicting portions. c. Repair and replacement of damaged public facilities. Developer 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. Developer 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. Developer's responsibility until City's acceptance. Until City accepts the Improvements, Developer 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 Developer's obligation to repair such defects as provided in section 9 of this Agreement. 2. TIME FOR INSTALLATION OF IMPROVEMENTS a. Required time of completion. DEVELOPER 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. 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 from the DEVELOPER or the DEVELOPER'S surety or both. No final inspection shall Page 2of11 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. 3. DEDICATION OF EASEMENTS OR RIGHTS OF WAY Dedication already recorded with County of Santa Clara, Documents: 22946551, 22946553 & 22946554 4. QUITCLAIM DEED DEVELOPER, 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. DEVELOPER 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, Developer 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 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 Part B of Exhibit A, the SCHEDULE OF BONDS, FEES AND DEPOSITS, attached and incorporated by reference as Exhibit C. b. Form of Security. Developer 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 DEVELOPER 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 DEVELOPER'S failure to do so. In lieu of a surety bond, the DEVELOPER 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 (b) or (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 faithful performance surety bond. In the event that the DEVELOPER 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. Page 3of11 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. (4) Liability insurance, provided by the DEVELOPER 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 such insurance. 6. PAYMENT OF REQUIRED FEES a. Permits and licenses. Developer 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. Developer shall pay fees in the amounts set forth in Exhibit A, including but not limited to the following, as required: (1) Inspection Fees. 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. Should construction cost vary materially from the estimate from which said sum is calculated, the City Engineer shall notify DEVELOPER of any additional sum due and owing as a result thereof. (2) Storm Drainage Fee. DEVELOPER 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. DEVELOPER 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. DEVELOPER 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 adopted by the City Council on March 19, 1991 and Chapter 14.05 or Section 18-1.602 of the Cupertino Municipal Code. (5) Reimbursement Fee. DEVELOPER 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. Developer shall pay the City for the cost of the Page 4of11 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 DEVELOPER shall pay to the CITY, prior to execution of this AGREEMENT, the amount set forth in Exhibit C as a development maintenance deposit. City may use the deposit at its discretion to correct deficiencies and conditions caused by the DEVELOPER 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, DEVELOPER shall pay actual overage prior to return of original plans. Any unexpended amount will be returned to the DEVELOPER at the time all bonds are released in accordance with paragraph 5 of this agreement. 8. STREET TREE INSTALLATION DEVELOPER shall fund 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. Developer 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 year after City's acceptance of the Improvements. Page 5of11 b. 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, Developer shall repair, replace or reconstruct any defective or otherwise unsatisfactory parts of the Improvements without delay and at no cost to City. If (a) Developer 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 Developer can be notified, City may, at its sole option, perform the required repair itself. Developer agrees to pay the cost of any repairs City performs pursuant to this agreement and City may, at its option, recover that cost as a lien against Developer's property. 10. SANITARY DISTRICT DEVELOPER shall file with the CITY, upon execution of this AGREEMENT, a letter from the Cupertino Sanitary District stating that the DEVELOPER has submitted plans for review by the District and that sanitary sewers are available to serve all lots within said Project. 11. GOVERNMENT COSTS DEVELOPER 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 DEVELOPER shall pay to Pacific Gas and Electric Company, AT&T, and/or appropriate utility companies, 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 the DEVELOPER 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. 13. EASEMENTS AND RIGHT-OF-WAY Developer 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, 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. Page 6of11 14. HOLD HARMLESS AND INDEMNIFICATION DEVELOPER shall indemnify and hold harmless CITY, its officers, agents and employees from and against any or all claims, loss, cost, expense, damage or liability, resulting or in any way arising out of Developer's performance or nonperformance of his/her duties under this Agreement, or from negligent acts or omissions or willful misconduct of Developer's agents, employees and contractors, or subcontractors. Developer shall, at his/her own cost and expense, defend any and all actions, suits or legal proceedings that may be brought against the City, it officers, agents and employees resulting from or arising out of Developer's performance or nonperformance of his/her duties and obligations under this agreement, except to the extent any of the foregoing is caused by the negligence or willful misconduct of the CITY or the CITY'S agents, employees and independent contractors. 15. INSURANCE DEVELOPER shall maintain in full force and effect at all times during the term of this Agreement, 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 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 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 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. DEVELOPER shall file with the City Engineer at or prior to the time of execution of this AGREEMENT by the DEVELOPER 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. Page 7of11 16. MAPS AND/OR IMPROVEMENT PLANS Developer shall provide CITY with the following maps and/or plans at the DEVELOPER'S expense: A. A mylar blackline and three (3) prints of fully executed parcel map. B. A mylar blackline and three (3) prints of fully executed improvement plans. C. A scan in raster format of all executed improvement plans and map. D. One (1) ~size prints of fully executed plans and map. The DEVELOPER 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 DEVELOPER is required to pay actual overage prior to return of original plans. 17. SUCCESSORS AND ASSIGNS-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, 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 developer by this Agreement. 18. FAILURE TO PERFORM In the event developer fails to perform one or more of the covenants and conditions of this agreement, City at its option shall have recourse to the security given to guarantee the performance of such acts. City may, at its option, do or cause to be done, the acts required of Developer and shall have recourse against as much of the security is necessary to discharge Developer's responsibility. City shall also have recourse against developer for any and all amounts necessary to complete the obligations of developer in the event that the security is insufficient to pay such amounts. All administrative costs, including reasonable attorney's fees incurred by City in addition to the costs of the improvements shall be proper charges against the security and Developer. 19. 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. Page 8of11 All notices, demands, requests, or approvals from Developer to City shall be addressed to City at: City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention: Public Works Director All notices, demands, requests, or approvals from City to Consultant shall be addresse.d to Consultant at: Giuliani & Kull, Inc. 4880 Stevens Creek Blvd., Suite 205 San Jose, CA 95129 20. 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 of the County of Santa Clara, State of California. If City sues to compel Developer's performance of this Agreement, or to recover damages or costs incurred in completing or maintaining the work on the Improvements, Developer agrees to pay all attorney's fees and other costs and expenses of litigating incurred by the City, even if Developer subsequently resumes and completes the work. 21. RELATIONSHIP OF PARTIES Neither Developer nor any of its contractors, employees or agents shall be deemed to be agents of the City in connection with the Performance of Developer's obligations under this agreement. 22. SEVERABILITY The provisions of this Agreement are severable. If any portion of this Agreement is held invalid by a court of competent jurisdiction, the remainder of the agreement shall remain in full force and effect. 23. 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 I held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both City and Developer. All unchecked boxes do not apply to this Agreement. Page 9of11 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: City Attorney Attach Notary acknowledgement Exhibit: Exhibit A -Schedule of Bonds, Fees and Deposits Exhibit B-Faithful Performance Bonds Exhibit C-Labor and Materials Bonds CITY OF CUPERTINO: Timm Borden, P.E. Director of Public Works DEVELOPER: Brian J. O'Grady 10645 Cordova Road Li Lynn Ooi 10655 Cordova Road Jack R. Wu 10655 Cordova Road Niranjan Kumar, Discoverer Ventures LLC 10665 Cordova Road Murali K. Narasimhan, Discoverer Ventures LLC 10665 Cordova Road Page IO of 11 r ,I CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT ., 11 I'' ill ii II 11 'II II I ·11 A.notary pvbfic 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 __ .i~'Pl_Vl_t~?l~lf~t'A~Vtlf~-- personally appeared ------------=--B_V--'fP!--'---Vl_J_. _0_1_6-'--'v;_;_a_:d:_Y+-----------· who proved to me on the basis of satisfactory evidence to be the person(/') whose name~).fsY.$e subscribed to the within instrument and J!Fknowledged to me that~/¥<e/tl;f y executed the same in ~fi"ef lthfl.r authorized capacity(i~), and that by/flih!f{erltJ/eir signature0') on the instrument the person~, or Hie entity upon behalf of which thelpersonJ) acteKexecuted the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. -~~& .. ~~'\>,,~::;,~.41<.<l!>;f MICHELLE J. CHOI WITNESS my hand and official seal. ~[1' Signature ofNotary Public ~ (Notary Sea!) ~ Commission # 1957683 ~ ,1 Notary Public -California ~ ~ ; Santa Clara County ::: )t .. -~~~.f.£..?~~~ ADDITIONAL OPTIONAL INFORMATION DESCRIPTION OF THE ATTACHED DOCUMENT (Additional information) CAPACITY CLAIMED BY THE SIGNER D Individual (s) D Corporate Officer (Title) D Partner(s) D Attorney-in-Fact D Trustee( s) D Other~~~~~~~~~~~~~ INSTRUCTIONS FOR COMPLETING THIS FORM Any acknowledgment completed in California must contain verbiage exactly as appears above in the notmy section or a separate acknowledgment form must be properly completed and attached to that document. The only exception is if a document is to be recorded outside of California. In such instances, any alternative acknowledgment verbiage as may be printed on such a document so long as the verbiage does not require the notary to do something that is illegal for a notmy in California (i.e. certifying the authori=ed capacity of the signer). Please check the document carefully for proper notarial wording and attach this form if required. • State and County information must be the State and County where the document signer(s) personally appeared before the notary public for acknowledgment. • Date of notarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her commission followed by a comma and then your title (notary public). • Print the name(s) of document signer(s) who personally appear at the time of notarization. • Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. he/she/they, is /are) or circling the correct forms. Failure to correctly indicate this information may lead to rejection of document recording. • The notmy seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal impression smudges, re-seal if a sufficient area permits, otherwise complete a different acknowledgment form. • Signature of the notary public must match the signature on file with the office of the county clerk. •!• Additional information is not required but could help to ensure this acknowledgment is not misused or attached to a different document. •!• Indicate title or type of attached document, number of pages and date. •!• Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO, Secretary). • Securely attach this document to the signed document C 2004-2015 ProLink:Signing Service, Inc. -All Rights Reserved www.TheProLink.com -Nationwide Notary Service 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: City Attorney SEE ATTACHED ACKNOWLEDGEMENT FROM NOTARY Attach Notary acknowledgement Exhibit: Exhibit A -Schedule of Bonds, Fees and Deposits Exhibit B-Faithful Performance Bonds Exhibit C-Labor and Materials Bonds CITY OF CUPERTINO: Timm Borden, P.E. Director of Public Works DEVELOPER: Brian J. O'Grady 10645 Cordova Road •tl~ JaCkR.~ 10655 Cordova Road Niranjan Kumar, Discoverer Ventures LLC 10665 Cordova Road Murali K. Narasimhan, Discoverer Ventures LLC 10665 Cordova Road Page 10 ofll CALIFORNIA ALL-PURPOSE CERTIFICATE OF 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~ Clt:t:YA. before me, (?,n~n~ Q;r;we_~ (Here insert name and title of the officer) , Notary Public, personally appeared UcclL j2.. . 'fJi.A and l;, Ly V> n On\ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) wafe)subscribed to the within instrument and ackno~~ed to me that ~y)executed the same in ~@::authorized capacity(ies), and that by hisiirer~ignature(s) on the in~ent the person(s), or the entity upon behalf of which the person(s) 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. CHRISTINA CHAVEZ Commission # 2028981 ~ , Notary Public -California ~ z Santa Clara County ~ (N S 1) L:. ... ,.Mt S0Trri· [X~r;,s ;ua L\2i1 Ll otary ea ADDITIONAL OPTIONAL INFORMATION DESCRIPTION OF THE ATTACHED DOCUMENT (Title or descriPOn of attached document) (Title or description of attached document continued) Number of Pages_ Document Dat€}nftt? (Additional information) CAPACITY CLAIMED BY THE SIGNER 0 Individual (s) D Corporate Officer (Title) 0 Partner( s) D Attorney-in-Fact D Trustee(s) D Other ___________ _ INSTRUCTIONS FOR COMPLETING THIS FORM Any acknowledgment completed in California must contain verbiage exactly as appears above in the notary section or a separate acknowledgment form must be properly completed and attached to that document. The only exception is if a document is to be recorded outside of California. In such instances, any alternative acknowledgment verbiage as may be printed on such a document so long as the verbiage does not require the notary to do something that is illegal for a notary in California (i.e. certifying the authorized capacity of the signer). Please check the document carefully for proper notarial wording and attach this form if required • State and County information must be the State and County where the document signer(s) personally appeared before the notary public for acknowledgment. • Date ofnotarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her commission followed by a comma and then your title (notary public). • Print the name(s) of document signer(s) who personally appear at the time of notarization. • Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. he/she/they, is !aEe) or circling the correct forms. Failure to correctly indicate this information may lead to rejection of document recording. • The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal impression smudges, re-seal if a sufficient area permits, otherwise complete a different acknowledgment form. • Signature of the notary public must match the signature on file with the office of the county clerk. •!• Additional information is not required but could help to ensure this acknowledgment is not misused or attached to a different document. •!• Indicate title or type of attached document, number of pages and date. •!• Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO, Secretary). • Securely attach this document to the signed document C 2004-2015 Pro Link Signing Service, Inc. -All Rights Reserved www.TheProLink.com -Nationwide Notary Service 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: ~yAttorney Attach Notary acknowledgement Exhibit: Exhibit A -Schedule of Bonds, Fees and Deposits Exhibit B-Faithful Performance Bonds Exhibit C-Labor and Materials Bonds CITY OF CUPERTINO: ~P.E Director of Public Works DEVELOPER: Brian J. O'Grady 10645 Cordova Road Li Lynn Ooi 10655 Cordova Road Jack R. Wu 10655 Cordova Road J Niranjan Kumar, Discoverer Ventures LLC 10665 Cordova Road Murali K. Narasimhan, Discoverer Ventures LLC 10665 Cordova Road Page 10of11 CALIFORNIA ALL-PURPOSE CERTIFICATE OF 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 On oc;// cf' /Zr:Jr_r-before me, ___ f'_, <____,; =-h_IN,.--tt:_.__f;_--,.--,--,-,-------,---,----~' Notary Public, (Here insert name and title of the officer) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY 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 of Notary Public ADDITIONAL OPTIONAL INFORMATION DESCRIPTION OF THE ATTACHED DOCUMENT (Title or description of attached document) (Title or description of attached document continued) Number of Pages __ Document Date ____ _ ·(Additional information) CAPACITY CLAIMED BY THE SIGNER D Individual (s) D Corporate Officer (Title) D Partner(s) D Attorney-in-Fact D Trustee( s) D Other~------------ INSTRUCTIONS FOR COMPLETING TIIIS FORM Any acknowledgment completed in California must contain verbiage exactly as appears above in the notary section or a separate acknowledgment form must be properly completed and attached to that document. The only exception is if a document is to be recorded outside of California. In such instances, any alternative acknowledgment verbiage as may be printed on such a document so long as the verbiage does not require the notary to do something that is illegal for a notary in California (i.e. certifYing the authorized capacity of the signer). Please check the document carefally for proper notarial wording and attach this form if required • State and County information must be the State and County where the document signer(s) personally appeared before the notary public for acknowledgment. • Date of notarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her commission followed by a comma and then your title (notary public). • Print the name(s) of document signer(s) who personally appear at the time of notarization. • Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. JIB/she/they, is faro) or circling the correct forms. Failure to correctly indicate this information may lead to rejection of document recording. • The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal impression smudges, re-seal if a sufficient area permits, otherwise complete a different acknowledgment form. • Signature of the notary public must match the signature on file with the office of the county clerk. •!• Additional information. is not required but could help to ensure this acknowledgment is not misused or attached to a different document. •!• Indicate title or type of attached document, number of pages and date. •!• Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO, Secretary). • Securely attach this document to the signed document C 2004-2015 Pro Link Signing Service, Inc. -All Rights Reserved www.TheProLink.com -Nationwide Notary Service 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 5: q,"1 f.q C/c.<_,,.-ci ) On (!Jc f. Z 0 1 ?.-O (~ before me, f:,v.rfct-, ~e._14 c:.~ fivt{v-c/..., .. Ah ~7 fC1~ !tc Date Here Insert Name and Title of th~ Officer personally appeared fi'm k"1 {d (> ,J eh Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person{:aj' whose name(sf jsLare subscribed to the within instrument and acknowledged to me that he/she/they executed the same in .bi§L.her/their authorized capacity(i9s1, and that by)lisLher/their signatu~ on the instrument the person,(.s'Y, or the entity upon behalf of whicn 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. Signatur~ ~~~ Signature of Notar;ubic -------------------------------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 Documept Title or Type of Document: / 11 f'-f-~ If ei -6 b"' AJ r~111c e.,f Document Date: Number of Pages: Signer(s) Other Than Named Above: --------=------ Capacity(ies) Claimed by Signer(s) Signer's Name:------------Signer's Name:------------ 0 Corporate Officer -Title(s): ______ _ 0 Corporate Officer -Title(s): ______ _ D Partrier -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: ________ _ ©20i4 National Notary Association· www.NationalNotary.org • i-800-US NOTARY (i-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 PART D. 110-2211 PART E. 215-4072 PART F. 110-4537 PART G. 110-4539 PART H. 280-4082 PART I. Faithful Performance Bond: Labor and Material Bond: Checking and Inspection Fee: Development Maintenance Deposit: Storm Drainage Fee -Basin 2: Street Light -One-Year Power Cost: Map Checking Fee: Park Fee -Zone II: Reimbursement Fee: Page 11 of 11 $172,000.00 $172,000.00 $8,600.00 $1,000.00 $3,729.00 $0.00 $0.00 $47,250.00 $0.00 EXHIBITB Bond No: 4398802 Annual Premium$ $3,940.00 FAITHFUL PERFORJ.v.LANCE AND COl\llPLETION IMPROVEMENT BOND KNOW ALL MEN BY THESE PRESENTS: Brian J. O'Grady (a single man), Li Lynn Ooi and Jack R. Wu (wife and husband as joint tenants), . .That we, and Discoverer Ventures LLC (a California limited foibility; company) as Prmclpal and SureTuc Insurance Compan as Surety are held and fumly · bOlmd unto the City of Cupertino, State of California, in the sum of One Hundred Seventy-Two Thousand and No/100 ___ _ Dollars ($172,000.00 ) we bind ourselves, our heirs, ex.ecutors, successors, and assigns, jointly and severally, fimlly by these presents. THE CONDITION of the foregoing obligation is such that, WHEREAS, said Principal will perfonn all necessary improvements relative to Three single fami].x homes located 10645, 10655 & 10665 Cordova Road, Cupertinu.CA. in accordance wHh the approved impro,•ement plans prepared by Giuliani & Kull, Inc. , Civil Engineer on file in the Engineer's Office, City of Cupertino, and incotporated herein by reference. WHEREAS, itnptovements shall be completed within one (1) year from the date of acceptance of this bond by the City Council. WHEREAS, improvements shall be maintained for a period of at least one (1) yeru· after acceptance of construction by the City. This bond shall be in full force and effect through the pe1iod of maintenance as provided in said conttact. The maintenance period shall continue until such t.ime that all deficiencies of construction are corrected to the satisfaction of the City Engit1eer's Office. WHEREAS, Principal and Surety shall be responsible for any and all damages arising under the orlgil1a1 con-tract. NOW THEREFORE, if the said Principal shall well and truly do and petfonn all the covena:uts and obligations as set forth above, on its pm.t to be done and perfom1ed at the time and in the manner specified therein, then this obligation shall be null and void, otherwise, this bond shall remain in full force and effect. . Jn witness whereof, this instrument baa been duly executed by the Principal and Surety this 1 0th day of September , 20J.i.... ,. Brian J. O'Grady (a sin · Ly, 1 Ooi and Jack R. Wu (wife and husband as joint tenants), and es LLC (a California limited liability (To be signed by Principal and Stire,ty.company) --"l-7"..___-'::. ::--"-""'---.:..---t-,----.----'-" N~~reqfilred.) Frhlclpal Sr1«~-l-0'6'c J1 :1i.lf~ =: .. ::J.ac.~IL;tW l 1 • 'V"VV'""-. °'11-~/ Y:: b b<.oV e:;e:re;..i,u ll"C.) i...l.. C. 1 ....... The above bond is accepted and approved this--~~ day of~----' 20 __ . 2/4/00 .. ······ ,•1. ;f ··~)\ ( i I i I I EXHIBITC CITY-Of Bond No: 4398802 Premium: Included CUPERJINO LABOR AND MATERIAL BOND FOR SUBDIVISION IMPROVEMENTS Recitals Brian O'Grady (a single man), Li Lynn Ooi and Jack R. Wu . · . . (wi~e and husband as joint tenants) and Discoverer Ventures LLC 1. The City of Cupertino, Cahforma, and (a California limited hablity company) .... ~~ (hereinafter referred to as "Principar\ have entered into an agreement whereby Principal agree::s to install and complete certain designated public improvements,. dated , 20~-• and identified as~ * is incorporated by this reference as if set forth in full; and, *Tlrree single family homes at 10645, 10655 & 10665 Cordova Road, Cupertino CA (the "Property") 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 Cupe1tino to secure any claims brought under Title 15, Division 3, Part 4 of the Civil Code (commencing with Section 3082). NOW THEREFORE, the Principal and the undersigned as co11mrate surety (hereinafter referred to as ~'Surety") their heirs, successors, assigns) executors and administrators, jointly and severally are held bound unto the City of Cupertino and all contractors, subcontractors, laborers, materialmen and other persons employed in the performance of the agreement and referred in the aforementioned Civil Code in the sum of One Hundred Seventy-Two Tbousand and Noll 00 dollars ($ 1721000.00 ). 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 fortht 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 shaH inure to the benefit of any and all persons; companies and corporations entitled to file claims undel' Title 15 (commencing with Section 3082) of Pa:i:t 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 SUl'ety hereby stipulated and ag1'ees that no change, extension of time, 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. 214/00 .. ·. I • • ~ ' • ~~'.I=·. : ,.. '!~ .•. •••·· '""' IN WITNESS WHEREOF, this instrument has been duly executed by the Principal and Surety this 10th day of Septemb.Y,r , 20.1i.._. Brian J. 0 1Grady (a sing0le man), Li Lynn Ooi and Jack R. Wu (wife and husband as joint tenants), and Discoverer Ventures LLC (a California limited liability (To be signed by Principal and Surety. ~-----·----- No,~clmow!ed ~:~required.) Pri~cipal J?-0~ L.i I.. Ool By.___.._~.!.f-.-""""'-~----9--........,_ f}J IL {)td SureTe Insurance Compat · ' ··'°'·'~ ~. uJ " · b Surety '---~ ~ Y-JL.2 '' •0, S<.oVU"'ct 'J fll'lt~o"dS L.f.. l The above bond is hereby accepted and approved this ~·---day of ____ ___, 20 __ . CITY OF CUPERTINO By: 2/4/0(} . ~-.... · .. ' .......... ,:,'., : : .. . POAI!: 510355 SureTec Insurance Company LIMITED POWER OF ATTORNEY Know All Men by These Presents, That SURETEC INSURANCE COMPANY (the "Company"), a corporation duly organized and existing under the laws of the State of Texas, and having its principal office in Houston, Harris County, Texas, does by these presents make, constitute and appoint Mary Baez, Gregory D. McCariney, Sylvia McGovern its true and lawfui Attorney-in-fact, with full power and authority hereby conferred in its name, place and stead, to execute, acknowledge l!lld deliver any and all bonds, recognizances, undertakings or other instruments or contracts of suretyship to include waivers to the conditions of contracts and consents of surety for: Five Million and 00/100 Dollars ($5,000,000,00) and to bind the Company thereby as fully and to the same extent as if such bond were signed by the President, sealed with the corporate seal of the Company and.duly attested by its Secretary, hereby ratifying and confirming all that the said Attorney-in-Fact may do in the premises. Said appointment shall continue in force until 121311201e and is made under and by authority of the following resolutions of the Board ofDirectors of the SureTec Insurance Company: Be ft Resolved, that the President, any Vice· President, any Assistant Vice-President, any Secretary or any Assistant Secretary shall be and is hereby vested with full power and authority to appoint any one or more ·suitable persons as Attomey(s)-ln-Fact to represent and act for and on behalf of the Company,subject to the following provisions: , Attorney-in-Fact may be given full power and authority for and in the name of and of behalf of the Company, to execute, acknowledge and deliver, any and all bonds, recognizances, contracts, agreements or Indemnity and other conditional or obligatory undertakings and any and all notices and documents canceling or terininating the Company's liability thereunaer, and any such Instruments so executed by any such Attorney-in-Fact shall be binding upon the Company as if signed by the President and sealed and effected by the Corporate Secretary. Be it Resolved, that the signature of a,ny authorized officer and seal of the Company heretofore or hen:after affixed to any power of attorney 0r any certificate relatlng thereto by facsimile, and any power of attorney or certificate bearing facsimile signature or facslmi!!l seal shall be valid and binding upon the Company with respect to any bond or undertaking to which it is attached. (Adapted at a meeting held on 200t of Apr!~ 1999.) . In WitlleS!J' Whereof, SURE1EC INSURANCE COMPANY has caused thi:ise presents to be signed by its President, and its corporate seal to be he.reto affixed this 21st day of March, A.D, io 13. State of Texas County of Harris SS! SURET.EC INSUR.AN CE COMP ANY ..,.,.\i~A:t:JC?'~ ~; ..... •··~ .... 1 ~~ &l~'<I\~\ ,) UJ } i2i ct\. ..,, :<!• ~\ J. .l~I '· ... / , .......... . . * ~ .. ~ l111~1111111~1it.~ On this 21st day of March, A.D. 2013 before me personally came John Knox Jr., to me_ !mown, who, being by me duly sworn, did depose and say, that he resides in Houston, Texas, that he is President of SURETEC INSURANCE COMPANY, the company described in and which executed the above ·instrument; that he !mows the seal of said Company; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said Company; and that he signed his name thereto by like order, J~ JacqY:.elyn Maldonado, Notary Public My commission expires May 18, 2017 I, M. Brent Beaty, Assistant Secretary of SURETEC INSURANCE COMP ANY, do hereby certify that the above and foregoing is a true and correct copy of a Power .of Attorney, executed by said Co01pany, which is still ln'full force and effect; and furthennore, the resolutions offue Board of Directors, set out in the Power of Attorney are in full force and effect. Given under my hand and the seal of said Company at Houston, Te.n1s this _l_O_t_h_ Any Instrument Issued In excess of the penalty stated abovm ·ls totally V·old ana~ wlthuu~ any validity. For'verlflcatlon of the authority of this power you may call (713) 812:.fiaoo ~ny buslni:iss day between 8:00 am and 5:00 pm CST. VERIFICATION I have reviewed this Improvement Agreement, dated October 20, 2015, and to the best of my knowledge, the information contained herein is true and complete. I verify under penalty of perjury under the laws of the State of California, that the foregoing is true and correct. Executed on the 22nd day of October, 2015 at Cupertino, California ~~:_ Kirsten Squarcia Deputy City Clerk