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90-031 West Valley Properties, Improvement Agreement, Resolution No. 8225 • AGREEMENT 19400 STEVENS CREEK BLVD. APN #375-1-23 This AGEREEMNP made and entered into this 4th day of September , 19 90 , by and between the CITY OF • CUPERTINO, a municipal corporation of the State of California, hereinafter designated as CITY, and WEST VALLEY PROPERTIES, INC. A CALIFORNIA CORPORATION hereinafter designated as DEVELOPER. WITNESSETH WHEREAS, the DEVELOPER has made application to the CITY for a BUILDING PERMIT to construct and maintain a COMMERCIAL OFFICE BUILDING hereinafter referred to as "Project." WHEREAS, CITY hereby approves the improvement plans and specifications prepared for the Project by STEVE YANG & ASSOCIATES a true copy of which improvement plans and specifications are on file in the office of the City Engineer of Cupertino; and WHEREAS, the same are incorporated herein by reference, the same as though set cut in full; NOW, THEREFCRE, said improvement plans and specifications shall be hereinafter called the "Plans," and the work to be done Lader the Plans shall be called the "Work." • • NOW, THEREFORE, IT IS HEREBY MUTUALLY AGREED by and between the parties hereto as follows, TO WIT: 1. DEDICATION A. The DEVELOPER offers to dedicate the real property shown on Exhibit "A", which is attached hereto and made a part hereof by reference. Said dedicated property shall be free and clear of all liens or encumbrances except those which the CITY shall waive in writing. The DEVELOPER agrees not to revoke said offer of dedication, and to keep said offer open until the CITY accepts offer by resolution. B. Upon execution of this AGREEMENT the DEVELOPER agrees to deliver a properly executed grant deed to the CITY of the real property, described in Exhibit "A", and such other executed conveyances, or instruments necessary to convey clear title as herein required. The DEVELOPER shall provide, at the DEVELOPER'S sole cost and expense, to the City: (1) A preliminary title report issued by a title insurance ccmpany relating to the property offered for dedication. (2) A standard policy of title insurance issued by a title insurance company and insuring the CITY in the sum of: N/A, and which shall show said property free and clear of all liens or erannbrances except those as the CITY shall expressly waive in writing; said policy shall be furnished at the time of acceptance of dedication and recordation of deed. C. Upon the condition precedent that the DEVELOPER shall perform each and every covenant and condition of this AGREEMENT, the CITY agrees to accept said real property offered for dedication. 2. INSTALLATION OF WORK It is further agreed that: A. The DEVELOPER shall install and complete the Work 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. B. The DEVELOPER shall install and complete the Work in a good and workmanlike manner in accordance with the plans as approved by the City Engineer of Cupertino. The Work shall be done in accordance with existing ordinances and resolutions of the CITY and in accordance with all plans, specifications, standards, sizes, lines, and grades approved by the City Engineer. The Work shall be done in accordance with all •State and County Statutes applicable hereto. The decision of the City Engineer shall be final as to whether any material or workmanship meets the standards, specifications, plans, sizes, lines and grades as set forth. C. It is further agreed that the Work shall be done in accordance with the most current Standard Specifications of the Department of Public Works, California Department of Transportation, State of California, and in accordance with the specifications of the Cupertino Sanitary District where applicable. Wherever the words "State" or "California Division of Highways" are mentioned in the State Specifications, it shall be considered as referring to the CITY of Cupertino; also wherever the "Director" or • "Director of Public Works" is mentioned, it shall be considered as referring to the City Engineer. In case of conflict between the State Specifications and the specifications of the CITY and/or the .Cupertino Sanitary, District, the specifications of the CITY and/or the Cupertino Sanitary District shall take precedence over and be used in lieu of such conflicting portions. 3. EXCAVATION PERMIT It is further agreed that the DEVELOPER shall comply with Section Three of Ordinance No. 130 of the CITY by obtaining an excavation permit from the City Engineer before the ommmax int of any excavation in, on, or under the surface of any existing public street, lane, alley, sidewalk or other public place. It is further agreed that the DEVELOPER shall notify the City Engineer of the exact date and time when the proposed excavation is to commence. • 4. QUITaAD( DEED It is further agreed that the DEVELOPER, when requested by the CITY, shall quitclaim all his rights and interests in, and shall grant to CITY authorization to extract water from the underground strata lying beneath said project and DEVELOPER agrees to execute a "Quitclaim Deed and Authorization" in favor of CITY, when presented to him for signature. 5. BONDS AND OTHER SECURITY A. Upon the execution of this AGREEMENT, the DEVELOPER shall file with the CITY a faithful performance baud to assure his full and faithful performance of this AGREEMENT. The penal sum of said faithful performance bond shall be the full cost of any payment to be made under this AGREEMENT, the value of any land agreed to be dedicated, and any improvements to be made under' this AGREEMENT. In the event that improvements are to be made under this AGREES4ENP, the DEVELOPER shall, in addition to said faithful performance, file with the CITY a labor and materials board in a penal sum adequate to assure full payment of all labor and materials required to construct said improvements. The amount of said bonds shall be as designated by the City Engineer. Said bonds shall be executed by a surety company authorized to transact a surety business in the State of California and must be approved by the City Attorney as to form and by the City Engineer as to sufficiency. In the event that the DEVELOPER shall fail faithfully to perform the covenants and conditions of this AGREEMENT, or to make any payment, or any dedication of land, or any improvements herein required, the CITY shall call on the surety to perform this AGREEMENT or otherwise indemnify the CITY for the DEVELOPER'S failure to so do. H. In lieu of a-surety bond, the DEVELOPER may elect to secure this Acumen by depositing with the CITY: 1. Cash; or, 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 meeting the 'requirements of Govertmient Code Section 66499 (b) or • (C) . C. The amount of said cash, checks, certificate of deposit, or instrument of credit shall be as designated by the City Engineer, aid shall be the equivalent to that which would have been required had the DEVELOPER furnished the CITY with a surety bond. In the event that the DEVELOPER shall fail faithfully to perform the covenants and conditions of this AGREEMENT, or to make any payment, or any dedication of land, or any improvements herein required, the CITY may apply the proceeds of said security thereto. D. No release of surety band, cash deposit, check, or certificate of deposit, shall be made except upon approval of the City Council. E. No interest shall be paid on any security deposited with the CITY. 6. CECRING AND INSPECTION FEE It is further agreed that DEVELOPER shall pay any and all necessary direct expenses for inspection, checking, etc., incurred by CITY in connection with said Project, and that DEVESZPER shall have deposited with CITY, prior to execution of this AGREEMENT, the amount as set forth herein at Page 2 (Part C) . Should construction cost vary materially from the estimate from which said sum is calculated, the City Engineer shall notify DEVELOPER of any additional swathe and owing as a result thereof. 7. INDIRECT E CPENSES It is further agreed that DEVELOPER shall pay to CITY, prior to execution of this ACd2EEENP, indirect expense allocable to processing these improvements, the amount as set forth herein at Page 2 (Part D) . 8. NAP CHECKING FEE • It is further agreed that the DEVELOPER shall deposit with CITY, prior to execution of this AGREEMENT, for office checking of final map and field checking of street mornmm tts, in compliance with Section 4:1 of Ordinance No. 47 (Revised 12/04/61) of CITY, the amount as set forth herein at Page 2 (Part I) . • 9. DEVELOPMENT MAINI'E ANCE DEPOSIT It is further agreed that the DEVELOPER shall pay to the CITY, prior to execution of this AGREEMENT, the amount set forth herein at Page 2 (Part E) as a development maintenance deposit to insure proper dust control and cleaning during the construction period. The development maintenance deposit may be utilized for repairs of defects and imperfections arising out of or due to faulty workmanship arrVor materials appearing in said work during the period until release of the improvement bonds by the CITY. Should the DEVELOPER complete the required repairs to the entire satisfaction of the CITY, the unused balance will be returned after the release of the improvement bonds. 10. STORM DRAINAGE FEE It is further agreed that the DEVELOPER shall deposit with the CITY, prior to execution of this AGREEMENT, a storm drainage charge in connection with said Project in accordance with the requirements established in Resolution 4422, March 21, 1977, in the amount as set forth herein at Page 2. (Part F) . 11. WATER MAIN EKIENSION LETT The DEVELOPER further agrees to deposit with the CITY those monies required to comply with "Policy on Water Main Extensions Work and Deposits" dated 9/30/77. The deposit shall be held by the CITY until said monies are needed to implement improvements outlined by the Director of Public Works or improvements outlined within the adopted Water Master Plan. The amount shown herein at Part K, Page 2, shall., be the full amount due. 12. ONE YEAR POWER COST It is further agreed that the DEVELOPER shall pay to CITY prior to execution of this AGRKHAMC, the amount as set forth herein at Page 2 (PartG) , which amount represents the power cost for street lights for one year. 13. THE INSTA T.ATION OF S11ttT TREES It is further agreed that the DEVELOPER shall, at such time as deemed appropriate by the City Engineer, plant, street trees in conformance with the standards of the City of Cupertino. Variety of tree shall be selected from the City approved list. 14. PARK FEES It is further agreed that the DEVELOPER shall pay such fees and/or dedicate such land to the CITY, prior to execution, as is required within "Park Dedication Ordinance" Number 602, 1972, and which is further stipulated under Part J, Page 2 herein. 14-A. FA2K FEE ALUUSItelT PPCTSICNS • • The value of the land used in establishing the "Park Fee" outlined herein. on Page 2, Part J, requires formal confirmation. The CITY shall employ a qualified local appraiser to provide a market value of the laird. The city will calculate the "Park Fee" based an the apprJisa, The Developer agrees to pay for any deficiency'within thirty. (30) days and the City agrees to refund average within thirty (30) days. Adjustments shall be made prior to acceptance of the subdivision improvements. • 15. NALNTE ANCE OF WORK • It is further agreed that the DEVELOPER shall maintain the Work until all deficiencies in the Work are corrected to conform to the Plans and the City standards and specifications for the Work. The DEVELOPER shall, upon written notice thereof, intedi.ately repair or replace, without cost or obligation to the. City of Cupertino, and to the entire satisfaction of said CITY, all defects and imperfections arising out of or due to faulty workmanship and/or materials appearing in said Work. 16. SANITARY DISTRICT It is further agreed that the DEVELOPER shall file with CITY, upon execution of this ACREEMENT, a letter from the Cupertino Sanitary District statins) that the DEVELOPER has enterers into a separate AGREEMENT with the said District to install sanitary sewers to serve all lots, within said Project and stating that a bond to insurefull and faithful performance of the consysucttion of the said sanitary sewers and to insure maintenance of said sanitary sewer in conformance with the provisions as set forth in • Paragraph 15 above has been filed. 17. GOVERNMENT CODE It is further agreed that DEVELOPER shall file with CITY, upon execution of this ACRE ENT, substantial evidence that all provisions of Section 66493, Article 8, Chapter 4 of the Government Code, pertain;' to • special assessments or bonds, have been complied with. 18. CEt1TRAL FIl; DISTRICT . It is further agreed that the DEVELOPER shall file with the CLTY, upon execution of this AGREEMiT, a letter from the Central. Fire Protection District of Santa Clara County, stating that the DEVELOPER has entered into an ACREEMENT ACRE? with said District -to to install ,fire hydrants to serve said Project and stating that all necessary fees have been deposited with • said District to insure installation and five (5) year rental fee of said hydrants. 19. PACIFIC GAS AND ELECTRIC/PACIFIC SELL • It is further agreed that the DOPER shall Electric•Ccmpaany and/or to PACIFIC FELL, Pay to Pacific Gas and Company any and alllfees required for installation of overhead and/or underground wiring circuits to all electroliers within said property andany and all fees required for.. •• undergrounding as provided in Ordinance No. 331 -of CITY when DEVELOPER is • notified by either the City Engineer or the Pacific Gas and Electric Company and/or PACIFIC SELL Company that said fees are due aid payable. 7 . • •saTaTTod MTV g3TM aouspa000s u; „L-V 3sagu ;o mnmtuTm a a4 nags s2ui3ea tN •s8uinea aTag3 ;o ;ooad apTAoad nags aaTaaeo aousansuT aqy *Apo eoueansuy ssaace eq new e0ueansur aetlao ;eqa 'seToTtod ao AOTtod PTEs A4 paZano0 BOOT eta asurpbe eamznstty ampo SAW 'AteivfloanoD pue AttenPTATPuF 'ASID eta ;o BeeAotdme we 'sauebe '82a0T330 eta. 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Each of said- policies of insurance shall provide coverage in the following minimum. its: For bodily injury, $100,000 each person; $300,000 each occurrence, property damage, $50,000 on account of any one occurrence with an aggregate limit of not less than $200,000. B. The DEVELOPER shall file with the City Engineer at or prior to the time of execution of this AGREEMENT by the DEVELOPER such evidence of said foregoing policy or policies of insurance as shall be satisfactory to said City Engineer. Each such policy or policies shall bear an endorsement precluding the cancellation or reduction in coverage without giving the city Engineer at least ten (10) days advance notice thereof. C. In the event that the Project covered herein should be mutually situated in or affect the area of jurisdiction of a separate municipality or political subdivision of the State of California, the policies of insurance required herein and above shall co-name such municipality or political subdivision and the provision set forth herein and above for the protection of the CITY shall equally apply to municipality and political subdivision. 23. NAPS AND/OR IMPROVEMENT PLANS It is further agreed that the CITY shall obtain the following map and/or plans at the DEVELOPER'S expense: A. A mylar sepia and seven (7) prints of fully executed parcel map. B. A mylar sepia and ten (10) prints of fully executed improvement plans. C. A direct duplicating silver negative microfilm aperature card of all executed improvement plans and map. The DEVELOPER agrees to pay the CITY from the development maintenance deposit the cost for all prints of plans and map required under Item 23. 24. SUCCESSORS This AGREE 1ENT shall bind the heirs, administrators, executors, successor assignee and transferrees of the DEVELOPER. The assignment of this AGREE shall not be made without approval by the City Council of the City of Cupertino. CORPORATE ACKNOWLEDGMENT NO.232 On this the 22 (�!✓tll-/11.1�1I./l./IlJ./.ll./J.IJIII././l.-..r_c.J./J./IJYI./✓✓JJ./l!JlIII.I./l—Jul-/JI-/J--r- -cer-IJJIl.IIIIIJY./-ez0/Il./' State of CA16/P27/e/✓.'4- day of�_l 22A-le— 192a,before me, ti 1 County of }SS. �__ Z/y1E�e,� rr i/1'7A CG A/LA }SS. , 0 the undersigned Notary Public,personally appeared 0 76—./QA- AA 1 \ c A-77/An) /` • �A-YPEA) , 1 ersonally known to me 1 o OFFICIAL Ep� 0 proved to me on the basis of satisfactory evidence ,�.pp,". i�, �o�Iyy to be the erson(s)who executed the within instrument as :"4 >. SANTACMFIAOc JN1Y 1 "t al.4 �R C5 / 7 or on behalf of the corporation therein My Comm..JtdY 2,1� named,and acknowledged to me that the corporation executed it. 1 WITNESS my hand and official seal. h Ofr p ATTENTION NOTARY:Although the information requested b-• ' •PTIONAL,it could prevent fraudulent attachment of this certificate to another document. 1 Title or Type of Document `h THISCERTIRCATE MUST BE ATTACHED Number of Pages Date of Document TO THE DOCUMENT h DESCRIBED AT RIGHT: Signer(s)Other Than Named Above • III WITNESS WHEREOF, CITY has caused its name to be hereunto affixed by its Mayor and City Clerk, thereinto duly authorized by resolution of the City Council and said DEVELOPER has hereunto caused his name to be affixed the day and year first above written. aTy OF CUPERTINO: Approved as to form: � i a A l: d w.,r r CAttorneyZ bgarCCity Clerk DEVELOPER: Wang 4 449IC- Notary Ac3amzledcpnent Required ' 1.Mi/: - Certificate of Insurance THIS CERTIFICATE IS ISSUEI)ASA MATTER OF INFDIIMAI ION ONLY AND CIIM LIC,Ni)I OLIN IS UPON Wit I III CLIIIIFICAIE IIOLULII.11115 CLI Il1IICAIB IS NW AN IN:AIIIANCI. POLICY AND DOES NO AMEND.EXTEND.Ott ALIEII IIlE COVBIIAGE AFFDI MED BY I HE POLICIES LISI ED ULLOW. se This is to Certify that 1 LI,— LIBERTY r; p -1 MUTUAL %`0 WEST VALLEY CONSTRUCTION CO. , INC. Name and FLEE:- P. 0. BOX 5639 ''-'' address Of (I L•o LJSAN JOSE, CA 95150 I Insured. H."-1.j. 0 - U 'i�f is,at the issue dale of this certificate,insured by the Company under the policy)ies)listed below.The Insurance afforded by the listed pdhiy(igs)lii}Iibiect to all their terms,exclusions and conditions and is not elicited by any requirement,term or condition al any contract or other document wilh respecgq 4u h,�r�iSithrtll(Cala may be issued. h4 1111'/ TYPE CERT.EXP. DATE' OF CONTINUOUS POLICY LIMIT POLICY 0 EXTENDED NUMBER OF LIABILITY 0 POLICY TERM COVERAGE AFFORDED UNDER W.C. EMPLOYER'S LIABILITY LAW OF THE FOLLOWING STATES: Bodily Injury By Accident I WORKiRS' $500,000 En.Acc. Bodily Injury Dy Disease COMPENSATION 03/01/91 WC2 161 027318 010 CA $500,000 Pol.Limit Bodily Injury By Disease $500,000 Ea.Person General Aggregate-Othe,than Products/Completed Operations $2,000,000 per project ProductslConryluted Operations Aggregate < $1,000,000 CC W Bodily Injury and Properly Damage Liability WO• $1,000,000 11o,occulmnce am El CLAIMS MADE 03/01/91 *TB1 161 027318 020 Persunsw'd lvurlivinglnlury • erp r g L RETRO DATE $1,000,000 1000,000 person/ organization i .-2 Othm O C]]rOCCURRENCE $ 50,000 FIRE LEGAL LIABILITY $ 5,000 MEDICAL PAYMENTS SPECIAL/EXCL. ENDORSEMENTS y IJ OWNED $1.O.QO.0Q-o EACH ACCIDENT-SINGLE LIMIT-D.I.AND P.D.COMBINED OJ j,p IXNON-OWNED 03/01/91 AS1 161 027318 040 EACH PERSON a a EACH ACCIDENT EACH ACCIDENT J W HIRED OR OCCURRENCE $ OR OCCURRENCE UMBRELLA rc = EXCESS 03/01/91 TH1 161 027318 030 $10,000,000 o LIABILITY LOCATION(S)OF OPERATIONS&JOB d(II Applicable) DESCRIPTION OF OPERATIONS: • ALL CALIFORNIA OPERATIONS *ADDITIONAL INSURED: CITY OF CUPERTINO 'II the certificate expiration date is continuous or extended luno, you will be notified if coverage is laminated or reduced before the corlifiealu expiration dale. However, you will not be notified annually of the continuation of coverage. NOTICE OF CANCELLATION: THE COMPANY WILL NOT TERMINATE OR REDUCE - Insura Mutual mw•unLv(:roup THE INSURANCE AFFORDED UNDER THE ABOVE POLICIES UNLESS 30_DAYS NOTICE OF SUCH TERMINATION OR REDUCTION HAS BEEN MAILED TO: e. ('.! } CITY OF CUPERTINO / : iG C....NFICATE ! P. O. BOX 580 L MOLDER —+ , CUPERTINO, CA 95015 AUTHORRED REPRESENTATIVE L J 03/01/90 lae SAN JOSE, CA DATE ISSUED OFFICE Tlila cmlile n.,:.e.urm.,J br LIIIE111 Y MUIUfL IllMillMdCI Ido ail'a;inupet P. ..J.ee.e,.uma..s I:allmded by lbu.0 Commie... ---- ---- IIS it'11/:1 :- /