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HomeMy WebLinkAbout55-06 • RESOLUTION NO. 5 5—0 6 RESOLUTION OF THE CITY COUNCIL OF THE TOWN OF LOS ALTOS HILLS APPROVING FINAL SUBDIVISION MAP AND SUBDIVISION IMPROVEMENT AGREEMENT LANDS OF HORTON, BLUE OAKS RIDGE SUBDIVISION FILE#8-01-TM-ND-GD WHEREAS, the City Engineer has examined the proposed Final Subdivision Map entitled PARCEL MAP, BLUE OAKS RIDGE, BEING A RESUBDIVISION OF PARCEL 2, AS SHOWN UPON THAT CERTAIN PARCEL MAP WHICH WAS FILED FOR RECORD IN BOOK 672 OF MAPS, AT PAGES 9 AND 10, IN SANTA CLARA COUNTY RECORDS, AND LYING ENTIRELY WITHIN THE TOWN OF LOS ALTOS HILLS; and has determined that the said Map is in conformity with the approved Tentative Map for said map, the requirements of Chapter 1 entitled "Subdivisions" of Title 9 of the Los Altos Hills Municipal Code, and the provisions of the Subdivision Map Act; and WHEREAS,the City Council has read and considered that certain Subdivision Improvement Agreement between the Town of Los Altos Hills (the "Town") and Jack E. Horton and Nancy Jane Horton, as Trustees of the Horton 1992 Living Trust Dated November 20, 1992 ("Subdivider.") NOW, THEREFORE, the City Council of the Town of Los Altos Hills does RESOLVE as follows: Section 1. The City Council of the Town hereby approves the above- described Final Subdivision Map and accepts, on behalf of the public, all rights-of-way and easements offered for dedication to public use in conformity with the terms of the dedication offer and designated on the Map; and Section 2. The Town shall enter into and the City Manager is hereby authorized and directed to execute the above-described Subdivision Improvement Agreement. PASSED AND ADOPTED this /3 day of , 2006. BY: • gei- Mayo W—, ATTEST: -_ - - =City.Cle • • • . SUBDIVISION IMPROVEMENT AGREEMENT BETWEEN TOWN OF LOS ALTOS HILLS AND JACK E. HORTON AND NANCY JANE HORTON,AS TRUSTEES OF THE HORTON 1992 LIVING TRUST DATED NOVEMBER 20, 1992 FOR THE BLUE OAKS RIDGE SUBDIVISION THIS AGREEMENT dated "7 �/5 , 2006, is by and between the Town of Los Altos Hills, a general law city, ere' after designated"Town," and Jack E. Horton and Nancy Jane Horton, as Trustees of the Horton 1992 Living Trust Dated November 20, 1992,hereinafter designated"Subdivider." RECITALS 1. Subdivider has presented to Town for approval final Subdivision maps, hereinafter designated"Blue Oaks Ridge,"entitled Being a Resubdivision of Parcel 2, as shown upon that certain Parcel Map which was filed for record in Book 672 of Maps, at Pages 9 and 10, in Santa Clara County Records, and lying entirely within the Town of Los Altos Hills, California; and 2. Subdivider has requested approval of the maps prior to the construction and completion of improvements, including all streets, highways, and public ways and public utility facilities which are a part of, or appurtenant to,the Subdivision designated in the maps, all in accordance with, and as required by, the plans and specifications for all or any of the improvements in, appurtenant to, or outside the limits of the Subdivision,which plans and specifications are described in Exhibit A attached to and incorporated herein,hereinafter"plans"and are now on file in the Office of the City Engineer of the Town; and 3. The City Council of the Town of Los Altos Hills on July 13, 2006, adopted Resolution No. 5 '06 approving the map and accepting the dedications therein offered for street and highway purposes and public facility and utility easements, except for those dedicated to other agencies,persons,partnerships, _ associations or corporations, on the condition that Subdivider first enter into and execute this Agreement with Town and meet the requirements of the Resolution; and 4. This Agreement is executed pursuant to the provisions of the Subdivision Map Act of the State Of California and Title 9 of the Los Altos Hills Municipal Code. NOW, THEREFORE, for and in consideration of the approval of the maps and of the acceptance of the dedications and easements for street and highway purposes and public facility and utility easements therein offered, excepting those dedicated to other agencies, and in order to ensure satisfactory performance by Subdivider and Subdivider's obligations under the Subdivision Map Act and Title 9 of the Los Altos Hills Municipal Code the parties agree as follows: 1 • • AGREEMENT 1. Performance of Work Subdivider shall, at its sole cost and expense, furnish or cause to be furnished, all labor supplies, equipment and materials, and do or cause to be done, in a good and workmanlike manner all of the improvements described in Exhibit A attached and incorporated. The cost of such improvements and required items of work is estimated to be Two million ninety-four thousand four hundred twenty-six Dollars and 40/100 Cents ($2,094,426.40). Subdivider shall also do all the work and shall, at its sole cost and expense, furnish all materials necessary in the opinion of the City Engineer to complete the improvements in accordance with the plans and specifications on file, or with any changes required or ordered by the City Engineer. 2. Places and Grades to be Fixed by City Engineer All of the work is to be done at the places, and with the necessary materials, in the manner and at the grades shown on the plans previously approved by the City Engineer and now on file in his office. All work shall be done to the satisfaction of the City Engineer. 3. Time for Commencement and Performance Town hereby fixes the time for the commencement of the work to be done on or before July 24, 2006 ("the Commencement Date"), and for its completion to be within one (1) year thereafter. At least fifteen(15) calendar days prior to the commencement of work hereunder, Subdivider shall notify the City Engineer in writing of the date fixed for commencement thereof, so that the City Engineer shall be able to provide inspection services. 4. Time of Essence—Extension Time is of the essence in this Agreement,provided that in the event good cause is shown,the City Engineer may extend the time for completion of the improvements hereunder. Any such extension may be granted without notice to Subdivider's sureties, and extensions so granted without notice to the Subdivider's sureties shall not relieve the sureties' liability on the bonds to secure the faithful performance of this Agreement and to assure payments of all persons performing labor and materials in connection with this Agreement. The City Engineer shall be the sole and final judge as to whether or not good cause has been shown to entitle Subdivider to an extension. 5. Repairs and Replacements Subdivider shall replace or have replaced, or repair or have repaired, all pipes and monuments which are destroyed or damaged, and Subdivider shall replace or have replaced, repair or have repaired, or pay to the owner the entire cost of replacement or 2 repairs, of any y and all property damaged or destroyed by reason of any work done hereunder, whether such property be owned by the United States or any agency thereof, by the State of California, or any agency or political subdivision thereof, or by any combination of such owners. Any such repair or replacement shall be to the satisfaction, and subject to the approval of, the City Engineer or the corporation,person or agency. 6. Utility Deposits - Statement Subdivider shall file with the City Clerk, on or before the Commencement Date, a written statement signed by Subdivider and each public utility corporation involved, to the effect that Subdivider has made all deposits legally required by such public utility corporation for the connection of any and all public utilities to be supplied by such public utility corporation within the Subdivision. 7. Permits, Compliance with Law Subdivider shall, at Subdivider's sole cost and expense, obtain all necessary permits and licenses for the construction of improvements, give all necessary notices and pay all fees and taxes required by law. 8. Superintendence by Subdivider Subdivider shall personally supervise the work on the improvements, or have a construction contractor, competent foreman or superintendent on the work site at all times during construction, with authority to act for Subdivider. Subdivider shall obtain the approval of the City Engineer before using a construction contractor, competent foreman or superintendent to supervise work on the improvements. Prior to granting approval, the City Engineer shall determine that said construction contractor, competent foreman or superintendent to supervise is qualified to perform such duties. 9. Inspection by Town Subdivider shall at all times maintain proper facilities, and shall provide safe access, for inspection by Town, to all parts of the work and to the shops wherein the work is in preparation. 10. Contract Security (a) Concurrently with the execution hereof, Subdivider shall furnish a surety bond in an amount equal to at least one hundred percent(100%) of the estimated cost of the construction and completion of the works and improvements described in Exhibit A, as security for the faithful performance of this Agreement, which shall also serve as security for the payment of all persons performing labor and providing materials in connection with this Agreement. 3 • • (b) The bond furnished pursuant to section 10(a) of this Agreement shall remain in full force and effect at all times until the expiration of two (2) years after satisfactory II completion and acceptance byresolution of the Council P of all improvements, and thereafter until all deficiencies in construction, maintenance, and repair have been rectified. Whenever a failure to perform under this Agreement has not been satisfactorily rectified by the owner(s) or his surety within thirty(30) calendar days after notice to the surety at the office of its authorized representative, the Town at its option may thereafter without further notice declare said bond forfeited and cause all required construction,maintenance or repair to be done. (c) The Subdivider may fulfill the requirements of subsection(a) of this section by providing a Standby Irrevocable Letter of Credit in favor of the Town and in a form approved by the City Attorney. (d) Subdivider may satisfy the requirements of this section by depositing cash with the Town. 11. Hold Harmless Agreement ' (a) Subdividershall hold harmless, indemnify and, at the Town's request, defend Town(with Counsel selected by Town), its officers, employees, agents,boards and commissions,whether elected or appointed, from and against all claims, demands, actions, causes of action, losses damages, liabilities, costs and expenses, including but not limited to reasonable attorney's fees or obligations, for or in connection with personal injury(including,but not limited to, death) or damage to property(both real and personal)which arises out of or is in any way connected with the negligent act, error or omission of Subdivider, its agents, contractors, subcontractors, or employees in connection with the performance of this Agreement. (b) In order to make certain that Subdivider has adequate resources to fully carry out its responsibilities pursuant to subparagraph(a) above, Subdivider shall file with the Town proof that Subdivider's professional consultants (including any soils engineer or civil engineer) employed by Subdivider in connection with the work described herein, maintain professional liability(e.g. errors and omissions) insurance during the life or this Agreement. If the professional work is accomplished by contractors or subcontractors, Subdivider shall assure that the contractors and/or subcontractors carry such insurance. The insurance shall be in an amount of not less than One Million Dollars ($1,000,000), shall contain a provision that such insurance shall not be reduced or canceled except upon thirty(30) days written notice to Town and shall be subject to the approval of the City Attorney as to form, amount and carrier. (c) The foregoing hold harmless statement of Subdivider shall apply to all damages and claims for damages of every kind suffered or alleged to have been suffered by reason of the construction operations undertaken pursuant to this Agreement, regardless of whether or not Town has approved the plans or specifications 4 • • for the improvements, and regardless of whether or not such insurance policies have been determined to be applicable to any such damages or claims for damages. 12. Subdivider's Insurance Subdivider shall not commence work under this Agreement until Subdivider has obtained all insurance required under this paragraph, and such insurance has been approved by the City Attorney as to form, amount and carrier, nor shall Subdivider allow any contractor or subcontractor to commence work until all similar insurance required of the contractor or subcontractor has been so obtained and approved. All requirements shall appear either in the body of the insurance policy or in endorsements and shall specifically bind the insurance carrier. Subdivider shall take out and maintain during the life of this Agreement the following policies of insurance: (a) Worker's compensations and Employer's Liability Insurance in the statutory coverage. In executing this Agreement, Subdivider makes the following Certification: "I am aware of the provision of Section 3700 of the California Labor Code which requires every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of the Code, and I will comply with such provision before commencing the performance of the work of this Agreement." (b) Commercial General Liability Insurance: In an amount not less than ONE MILLION DOLLARS ($1,000,000)per occurrence and TWO MILLION DOLLARS ($2,000,000)per policy aggregate for bodily injury,personal injury and property damage. (c) Automobile Liability(Code 1) Insurance: In an amount not less than ONE MILLION DOLLARS ($1,000,000) combined single limit per accident for bodily injury and property damage. (d) Contractual Liability Insurance: Subdivider shall take out and maintain during the life of this Agreement an insurance policy in the amount of at least TWO MILLION DOLLARS ($2,000,000), insuring Subdivider against damages sustained as a result of any action or actions at law or in equity, any claims or demands brought as a result of any breach or alleged breach of any contract, or provisions thereof, and/or as a result of any contractual liability, or alleged contractual liability arising out of any 5 • • contract entered into by Subdivider and/or any of its agents or employees in order to perform the work defined herein. (e) It is agreed that the insurance required by Subsections (b), (c), and(d) shall be in an aggregate amount of not less than Five Million Dollars ($5,000,000) and shall be extended to include as additional insureds the Town of Los Altos Hills, its elective and appointive boards, officers, agents, employees and volunteers, with respect to operations performed by the Subdivider as described herein. Evidence of the insurance described above shall be provided to City upon execution of this Agreement and shall be subject to approval by the City Attorney as to form, amount and carrier. The policy of insurance shall also contain a provision indicating that such insurance shall not be reduced or canceled except upon thirty(30) days written notice to City. In addition, the following endorsement shall be made on the policy of insurance: "Notwithstanding any other provisions in this policy,the insurance afforded hereunder to the Town of Los Altos Hills shall be primary as to any other insurance or reinsurance covering or available to the Town of Los Altos Hills, and such other insurance or reinsurance shall not be required to contribute to any liability or loss until and unless the approximate limit of liability afforded hereunder is exhausted." 13. Evidence of Insurance Subdivider shall furnish Town concurrently with the execution hereof, satisfactory evidence of the insurance required and evidence that each carrier is required to give Town at least thirty(30) days prior notice of the cancellation or reduction in coverage of any policy during the effective period of this Agreement. 14. Title to Improvements Title to, and ownership of, all improvements constructed hereunder by Subdivider shall vest absolutely in Town, or to such other public agencies,persons, partnerships, associations or corporations to which dedications of easements were made or reserved upon the completion and acceptance of such improvements by Town or the agency, person, partnership, association or corporation. 15. Subdivider not Agent of Town Neither Subdivider nor any of Subdivider's agents or contractors shall be considered agents of Town in connection with the performance of Subdivider's obligations under this Agreement. 6 S S 16. Notice of Breach and Default If Subdivider refuses or fails to obtain prosecution of the work, or any severable part thereof, with such diligence as will insure its completion within the time specified, or any extensions thereof, or fails to obtain completion of the work within such time, or if the Subdivider should be adjudged as bankrupt, or if Subdivider should make a general assignment for the benefit of Subdivider's creditors, or if a receiver should be appointed in the event of Subdivider's insolvency, or if Subdivider or any of Subdivider's contractors, subcontractors, agents or employees should violate any of the provision of the Agreement, the City Engineer or City Manager may serve written notice upon Subdivider and Subdivider's sureties of breach of the Agreement, or of any portion thereof, and default of Subdivider. 17. Breach of Agreement: Performance by Sureties or Town In the event of such notice, Subdivider's sureties shall have the duty to take over the work and complete the work and the improvement herein specified;provided, however,that if the sureties,within five (5) days after being served notice of such breach, do not give Town written notice of their intention to take over the performance of the Agreement, and do not commence performance thereof within five (5) days after notice to the Town of such election, Town may take over the work and prosecute the same to completion, by contract or by any other method Town may deem advisable, for the account and at the expense of Subdivider, and Subdivider's sureties shall be liable to Town for any excess cost or damages occasioned by Town; and, in such event, Town, without liability for so doing,may take possession of, and use in completing the work, such materials, appliances,plant and other property belonging to Subdivider as may be on site of the work and necessary thereof. 18. Trenching and Backfilling Subdivider shall require that all trenching and backfilling within and outside the property lines for utility lines, including sanitary, storm, water and any other purposes, shall be done under the inspection of a soils engineer who shall test the trenching and backfilling with a sufficient number of soil tests to secure the proper compaction. Subdivider shall further require that a certificate be filed with the Town stating that said Trenching and backfilling has been performed in accordance with the soils engineer's recommendations. 19. Notices All notices herein required shall be in writing and delivered in person or sent by certified mail,postage prepaid. Notices required to be given to Town shall be addressed as follows: 7 111) • City Clerk Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 Notices required to be given to Subdivider shall be addressed as follows: Jack and Nancy Horton 26030 Altamont Road Los Altos Hills, CA 94022 Notices required to be given to sureties of Subdivider shall be addressed as follows: Any party may change such address by notice in writing to the other party and thereafter notices shall be addressed and transmitted to the new address. 20. As-Built Drawings Subdivider shall furnish Town reproducible plastic film as-built drawings of the public improvements of a quality acceptable to the City Engineer together with a certification by Subdivider's engineer that the improvements have been constructed in accordance with the approved plans and specifications. Subdivider shall furnish Town with the as-built drawings concurrently with Subdivider's request for acceptance of the improvements by the Town. 21. Parties Obligated Subdivider agrees that this Agreement shall bind Subdivider and Subdivider's successors in interest, heirs and assigns. 22. Attorneys' Fees If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement,the prevailing 8 I party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for the purpose. 23. Governing Law The laws of the State of California shall govern this Agreement. 24. Severability If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable,the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any not void or affect the validityof other provision of the Agreement shall any provision of this Agreement. IN WITNESS WHEREOF,the parties have caused this Agreement to be executed. TOWN OF LOS ALTOS HILLS: SUBDIVIDERS: Jack E. Horton and Nancy Jane Horton, as Trustees of the Horton 1992 Living Trust Dated •vember 20, 1992 By: ( By: / - - City Manager By: - - ATTEST: City Clerk APPROVED AS TO FORM: City Attorney 834773-4 9