Staff ReportMEETING DATE: 12/15/15
ITEM NO:
!pS`�pSp9 COUNCIL AGENDA REPORT
DATE: DECEMBER 3, 2015
TO: MAYOR AND TOWN COUNCIL ������ 9�
FROM: LAUREL PREVETTI, TOWN MANAGER V —
SUBJECT: ADOPT A RESOLUTION APPROVING THE FINAL MAP FOR TRACT NO.
10292 — 375 KNOWLES DRIVE, ACCEPTING THE DEDICATIONS AND
AUTHORIZING THE TOWN MANAGER TO EXECUTE THE SUBDIVISION
IMPROVEMENT AGREEMENT FOR PUBLIC IMPROVEMENTS
RECOMMENDATION:
Adopt a resolution approving the Final Map for Tract No. 10292 — 375 Knowles Drive
(Attachment 1) accepting the dedications and authorizing the Town Manager to execute the
Subdivision Improvement Agreement (Attachment 2) for public improvements.
BACKGROUND:
On June 25, 2014, the Town Planning Commission recommended to the Town Council denial of
Planned Development Application PD -13 -002, General Plan Amendment GP -13 -001, and
Environmental Impact Report EIR -13 -003. However, on September 16, 2014, the Town Council
certified the Environmental Impact Report EIR -13 -003 and approved the General Plan
Amendment GP -13 -001 and Planned Development Application PD -13 -002. The developer,
Taylor Morrison of California, LLC, is now filing Final Tract Map 10292 to subdivide and create
33 new parcels and dedicate public easements to the Town.
DISCUSSION:
Tract No. 10292 subdivides an existing 3.37 acre parcel into 33 single - family lots. The
developer has provided all necessary maps and drawings. The developer is required to provide
the required contracts, bonds, and liability insurance to guarantee the construction of all
improvements for Tract No. 10292. The developer has paid the appropriate fees to fully comply
with the previously imposed development conditions and Town ordinances.
PREPARED BY:
MATT MORLEY %Y
Director of Parks and Public Work
Reviewed by: "(ZAssistant Town Manager _Vd,Town Attorney
PAGE 2
MAYOR AND TOWN COUNCIL
SUBJECT: TRACT NO. 10292 — 375 KNOWLES DRIVE
DECEMBER 3, 2015
DISCUSSION (cont'd):
The developer is required to dedicate property to the Town to provide a public service easement
and emergency vehicle access easement within the proposed private streets. Easement
dedications are in varying widths and are all shown on the attached map (Attachment 3). No
street right of way dedication is required with the project.
Approval of this item will complete these dedications and authorize the Town Manager to
execute a Subdivision Improvement Agreement with the developer to construct the public
improvements as required by the project.
ENVIRONMENTAL ASSESSMENT
This activity is a project as defined under the California Environmental Quality Act (CEQA).
Under CEQA, an Environmental Impact Report (EIR) was prepared by EMC Planning Group
Inc. analyzing the significant environmental impacts and providing mitigation measures. The
Draft EIR is dated November 2013 and the subsequent Final EIR is dated April 2014. The Town
Council certified the Environmental Impact Report EIR -13 -003 on September 16, 2014.
FISCAL IMPACT
There will be no fiscal impact as a result of this action.
Attachments:
1. Resolution Approving Final Map for Tract No. 10292 — 375 Knowles Drive
2. Subdivision Improvement Agreement
3. Final Map for Tract No. 10292 — 375 Knowles Drive
Distribution
Taylor Morrison of California, LLC, 4309 Hacienda Drive, Suite 450, Pleasanton, CA 94588
Tyler Kaushagen, via e-mail taushagen @taylormorrison.com
RESOLUTION 2015-
RESOLUTION OF THE TOWN COUNCIL
OF THE TOWN OF LOS GATOS
APPROVING FINAL MAP OF TRACT NO. 10292 — 375 KNOWLES DRIVE
ACCEPTING THE DEDICATIONS AND AUTHORIZING THE TOWN MANAGER TO
EXECUTE THE SUBDIVISION IMPROVEMENT AGREEMENT FOR PUBLIC
IMPROVEMENTS
WHEREAS, on February 3, 2015, the Development Review Committee of the Town of
Los Gatos approved the Tentative Map Application M -14 -011, with conditions; and
WHEREAS, those conditions required the Owner or Subdivider to do the following:
1. That prior to the delivery of said Map to the Owner of said subdivision, and prior to its
recordation, the Owner or Subdivider of said subdivision shall enter into and execute an
agreement between the Town of Los Gatos and the said Owner or Subdivider on that
certain proposed subdivision agreement ( "Agreement ") on file in the Office of the Town
Clerk, entitled, "Contract for the Improvement of Tract No. 10292 — 375 Knowles
Drive," wherein the Owner or Subdivider in consideration of the approval of said Map by
the Town and acceptance by the Town of the dedication of lands for public use therein
contained, shall agree to construct and complete, within the time specified in said
agreement, all street and other improvements required of Owner or Subdivider under the
provisions in Chapter 27 of the Code of the Town of Los Gatos, and such other street,
sewer, or other improvements designated or mentioned in the Agreement and/or and as
specified in the Plans and Specifications for Tract No. 10292 — 375 Knowles Drive.
2. That said Owner or Subdivider shall, before the release of said Final Map to Owner of
Record, and as a condition precedent to the recordation thereof, furnish to the Town and
file with the Town Clerk cash, or a good and sufficient bond in form to be approved by
the Town Attorney, securing the faithful performance by said Owner or Subdivider of all
work, and the construction of all improvements herein in the Agreement, and within the
time herein specified, the amount of cash or said bond to be Two Hundred Forty
Thousand Six Hundred and 00 /100 Dollars ($240,600.00).
3. That said Owner or Subdivider shall, before the release of said Final Map to Owner of
Record, and as a condition precedent to the recordation thereof, furnish to the Town and
file with the Town Clerk cash, or a good and sufficient bond in form to be approved by
ATTACHMENT
the Town Attorney, securing the faithful performance by said Owner or Subdivider of
setting and relocation of all monuments shown and noted on said Tract Map, and within
the time herein specified, the amount of cash or said bond to be Seven Thousand and
00 /100 Dollars ($7,000.00).
4. That said Owner or Subdivider shall, before the release of said Final Map to Owner of
Record, and as a condition precedent to the recordation thereof, furnish to the Town and
file with the Town Clerk certificates or policies of public liability and property damage
insurance in form satisfactory to the Town Attorney.
WHEREAS, the Owner or Subdivider has complied with the conditions of Tentative
Map Application M -14 -011.
NOW, THEREFORE, BE IT RESOLVED that the certain Final Map of Tract No. 10292 —
375 Knowles Drive in the Town of Los Gatos, dated November 2015, and prepared by Charles
W. Davidson Co. for approval by the Town Engineer of the Town of Los Gatos, is hereby
approved; the Town Manager is hereby authorized to execute the Agreement with the subdivider
and all offers of land for public use therein made on said map are hereby accepted.
PASSED AND ADOPTED at a regular meeting of the Town Council held on the 15th day of
December, 2015 by the following vote:
COUNCIL MEMBERS:
AYES:
NAYS:
ABSENT:
ABSTAIN:
SIGNED:
MAYOR OF THE TOWN OF LOS GATOS
LOS GATOS, CA
ATTEST:
CLERK ADMINISTRATOR OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
TOWN OF Los GATOS
PARKS & PUBLIC WORKS DEPARTMENT SERVICE CENTER
ENGINEERING DIVISION 41 MILES AVENUE
PHONE (408) 399 -5771 Los GATOS, CA 95031
FAX (408) 399 -5763
SUBDIVISION IMPROVEMENT AGREEMENT
BETWEEN
THE TOWN OF LOS GATOS
AND
TAYLOR MORRISON OF CALIFORNIA, LLC
FOR
TRACT NO. 10292
LOS GATOS, CALIFORNIA
This agreement, made and entered into, effective upon the last date this document is signed
by the parties hereto, by and between the TOWN OF LOS GATOS, a municipal corporation of the
State of California, hereinafter "TOWN," and TAYLOR MORRISON OF CALIFORNIA, LLC, a
California limited liability company, hereinafter "SUBDIVIDER," whose principal place of business
is 4309 Hacienda Drive, Suite 450, Pleasanton, California 94588.
WHEREAS, SUBDIVIDER has requested the Town approve and record a Final map of the
Subdivision pursuant to the Subdivision Map Act of the State of California and the Town's
ordinances and regulations relating to subdivision maps.
WHEREAS, a Tract Map No. 10292, hereinafter "MAP," has been filed with the Town
Clerk of Los Gatos, which map is incorporated herein by reference; and
WHEREAS, SUBDIVIDER has requested approval of the MAP prior to the construction
and completion of public improvements including but not limited to streets, highways, or public
ways, sidewalks, curbs, gutters, and storm drainage facilities, catch basins, pipes, culverts, storm
drains, street lighting and street trees, street signs, traffic signal improvements acceptable to all
according to the plans and specifications for all or any of said improvements in or appurtenant to
IMPROVEMENT PLANS SANTINA — TRACT NO. 10292. The foregoing improvements are
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Form Revised: 12/1/10 Document Printed: December 2, 2015
ATTACHMENT
TOWN OF LOS GATOS
Page 2
SUBDIVISION IMPROVEMENT AGREEMENT
PROJECT: TRACT NO. 10292
hereinafter referred to as ( "REQUIRED IMPROVEMENTS "). The Improvement Plans ( "PLANS ")
are on file in the Office of the Town Engineer and are incorporated into this Agreement by this
reference, along with any changes or modifications as may be required by the Town Engineer or
designee ( "ENGINEER ") due to errors, omissions, or changes in conditions.
WHEREAS, SUBDIVIDER recognizes that by approval of the MAP for Subdivision,
TOWN has conferred substantial rights upon SUBDIVIDER, including the right to sell, lease, or
finance lots within the Subdivision. As a result, TOWN will be damaged to the extent of the cost of
installation of the improvements by SUBDIVIDER's failure to perform its obligations to commence
construction of the improvements by the time established in this Agreement. The TOWN shall be
entitled to all remedies available to it pursuant to this Agreement and law in the event of default by
SUBDIVIDER. The SUBDIVIDER specifically recognizes that the determination of whether a
reversion to acreage or rescission of the Subdivision constitutes an adequate remedy for default by
the SUBDIVIDER shall be within the sole discretion of the City.
WHEREAS, SUBDIVIDER asked TOWN to review and approve the MAP and accept the
dedications therein offered, subject to and on condition that the SUBDIVIDER first enter into and
execute this Agreement with the Town of Los Gatos, and provide the TOWN with such security for
performance and insurance and all other things as required by this Agreement;
NOW, THEREFORE, to insure satisfactory performance by SUBDIVIDER of these
obligations, and in consideration of the approval of the MAP, the parties now agree as follows:
I. PERFORMANCE OF WORK
SUBDIVIDER agrees to furnish, construct and install at SUBDIVIDER'S own expense the
REQUIRED IMPROVEMENTS. The PLANS and specification of the REQUIRED
IMPROVEMENTS may be modified by the SUBDIVIDER as the development progresses,
subject to prior written approval of the Town ENGINEER.
2. WORK SATISFACTION OF -TOWN ENGINEER
All the work on the REQUIRED IMPROVEMENTS is to be done at the places, of the
materials, and in the manner and at the grades, all as shown upon approved plans and
specifications and the Town's Ordinances, Improvement Standards and Specifications, to the
satisfaction of the Town Engineer. Work shall be completed within two (2) years from the
date of this Agreement.
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Page 3
TOWN OF LOS GATOS SUBDIVISION IMPROVEMENT AGREEMENT
PROJECT: TRACT NO. 10292
3. INSPECTION BY TOWN
SUBDIVIDER shall at all times provide safe access for inspection by the Town to all parts of
the REQUIRED IMPROVEMENTS and to all places where the REQUIRED
IMPROVEMENTS are in preparation.
4. SURVEY MONUMENTS
SUBDIVIDER shall install all subdivision monuments required by law prior to recordation of
the Notice of Acceptance.
5. DEDICATION OF EASEMENTS OR RIGHT OF WAY
If any of the Public Improvements are part of the performance of its obligations under the
approval, the SUBDIVIDER shall grant to the TOWN for public use, the real property as
shown on MAP of the SUBDIVIDER'S property to be used for public street purposes, using
such instruments of conveyance as the TOWN may require. The SUBDIVIDER warrants that
the TOWN will receive title to such real property, free of encumbrance. This warranty shall
survive delivery of the instrument.
6. IMPROVEMENT SECURITY
Concurrently with the execution of this Agreement, the SUBDIVDIER shall furnish the
TOWN:
a. Faithful Performance Security: Pursuant to California Government Code
66499.3(a) SUBDIVIDER shall, before the release of the MAP by the TOWN, for
filing for record and as a condition precedent to the recordation of it, furnish to the
TOWN and file with the Town Clerk cash, an instrument of credit, or a bond as
provided by the Subdivision Map Act, in a form approved by the Town Attorney,
securing performance by SUBDIVIDER of all work shown on the Plans, and
completion within the agreed time. The security shall be in the amount of one
hundred percent (100 %) of the total estimated cost of the REQUIRED
IMPROVEMENTS, as determined by the Director. The amount of cash, instrument
of credit or bond shall be two hundred forty thousand six hundred and 00 /100
Dollars ($240,600.00).
b. Payment Security: SUBDIVIDER shall, before the release of the MAP by the
TOWN, for filing for record and as a condition precedent to the recordation of it,
furnish to the TOWN and file with the Town Clerk cash, an instrument of credit, or a
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Page 4
TOWN OF LOS GATOS SUBDIVISION IMPROVEMENT AGREEMENT
PROJECT: TRACT NO. 10292
bond as provided by the Subdivision Map Act, in a form approved by the Town
Attorney, secure the obligations for payment to the contractor, subcontractors and to
persons renting equipment or furnishing labor or materials to the for the completion
of the REQUIRE IMPROVEMENTS. The security shall be in the amount of one
hundred percent (100 %) of the total estimated cost of the REQUIRED
IMPROVEMENTS, as determined by the Director. The amount of cash, instrument
of credit or bond shall be two hundred forty thousand six hundred and 00 /100
Dollars ($240,600.00).
d. Guarantee and Warranty Security: It is further agreed that a "guarantee and
warranty security" in the amount of five (5 %) percent of the total estimated cost of
the REQUIRED IMPROVEMENTS for a period of one year following their
completion and acceptance by the TOWN against any defective work or labor done,
or defective materials furnished, or done by the SUBDIVIDER. This limitation on
the security does not shorten any time during which the TOWN may act to enforce
the SUBDIVIDER's obligations under the terms of this agreement, nor shorten any
time during which TOWN or any other person may bring an action in an appropriate
court regarding the subject or performance of this agreement.
e. Monument Security: It is further agreed that a "monument security" in the amount
of one hundred percent (100 %) of the total estimated cost of the installation of survey
monuments in the Subdivision within the period of time specified in the Surveyor's
Statement on the approved Final /Parcel Map. The amount of cash, instrument of
credit or bond shall be seven thousand and 00 /100 Dollars ($7,000.00).
f. Any bonds submitted as security pursuant to this section shall be executed by a surety
company authorized to transact a surety business in the State of California.
g. No change, alteration, or addition to the terms of this Agreement or the plans and
specifications incorporated herein shall in any manner affect the obligation of the
sureties, except as otherwise provided by the Subdivision Map Act.
h. The securities shall be irrevocable, shall not limited as to time (except as to the one-
year guarantee and warranty period) and shall provide that they may be released, in
whole or part, only upon the written approval of the Director and as provided in
Section 7- Release of Security. All securities provided pursuant to this Agreement
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TONVN OF LOS GATOS SUBDIVISION IMPROVEMENT AGREEMENT
PROJECT: TRACT NO. 10292
shall expressly obligate the surety for any extension authorized by the Town for
SUBDIVIDER's completion of the Required Improvements, whether or not the
surety is given notice of such an extension by the Town.
7. RELEASE OF SECURITY
a. Guarantee and Warranty Security: Any unused portion of the guarantee and warranty
security may be released one year after acceptance of the Required Improvements by the
Town Council. The amount to be released shall first be reduced by the amount deemed
necessary by the Town to correct any defects in the Required Improvements that are
known or believed by the Town to exist at the end of the guarantee and warranty period.
b. Payment Security: Security securing the payment to the contractor, his or her
subcontractors and to persons furnishing labor, materials or equipment shall, after
passage of the time within which claims of lien are required to be recorded pursuant to
Article 2 of Chapter 4 of Title 2 of Part 6 of Division 4 of the Civil Code and after
acceptance of the work, be reduced to an amount equal to the total claimed by all
claimants for whom claims of lien have been recorded and notice thereof given in writing
to the legislative body, and if no claims have been recorded, the security shall be release
in full.
c. Faithful Performance Security: The faithful performance security may be released
upon acceptance of the Required Improvements by the Town Council.
d. Moment Security: The monument security may be released upon acceptance of the
required monument installation by the Director.
8. HOLD HARMLESS
SUBDIVIDER does expressly agree to protect, defend, indemnify and hold harmless the Town
of Los Gatos, its Town Council Members, Boards, Commissions, employees and agents, from
any and all loss or damage, and from any and all liability, including cost of defense, for any
and all loss or damage, and from any and all suits, actions or claims filed or brought by any or
all persons or person because of or resulting from the acts by SUBDIVIDER of any and all
things required of SUBDIVIDER by this Agreement, or because of or arising or resulting from
the failure or omission by SUBDIVIDER to do any and all things necessary to and required by
this Agreement or by law, or arising or resulting from the negligent acts by SUBDIVIDER,
SUBDIVIDER's agents, employees or subcontractors of any and all things required to be done
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Page 6
TOWN OF LOS GATOS SUBDIVISION IMPROVEMENT AGREEMENT
PROJECT: TRACT NO. 10292
by this Agreement, or arising or resulting from any dangerous or defective condition arising or
resulting from any of the above said acts or omissions of SUBDIVIDER, SUBDIVIDER's
agents or employees.
9. INSURANCE
SUBDIVIDER shall, before the release of the MAP by the TOWN and as a condition
precedent to the recordation thereof, furnish to the TOWN and file with the Town Clerk, and at
all times during the performance of its obligations under this Agreement maintain the
insurance described in Exhibit A.
10. TIME EXTENSIONS
a. If performance of this Agreement should be delayed in the work actually caused by
inclement weather, riots, strikes, lockouts, fires, earthquakes, floods and conditions resulting
therefrom, or for other reason beyond the control of the SUBDIVIDER, the time for the
construction of same may be extended by the Town Engineer for such period of time as is
reasonable delay.
b. Requests for extension of the commencement and/or completion date shall be in
writing and delivered to the Town in the manner hereinafter specified for service of notices.
An extension of time, if any, shall be granted only in writing.
C. In the event the Town extends the time of commencement and/or completion of the
REQUIRED IMPROVEMENTS, such extension may be granted without notice by the Town
to the SUBDIVIDER pursuant to this Agreement, or relieve or release those providing an
improvement security pursuant to this Agreement. The surety or sureties, if any, in executing
the securities shall be deemed to have expressly agreed to any such extension of time.
d. In granting any extension of time, the Town may require new or amended
improvement security in amounts increased to reflect increases in the costs of constructing the
REQUIRED IMPROVEMENTS or impose other conditions to protect its interests and ensure
the timely completion of the REQUIRED IMPROVEMENTS.
11. MAINTENANCE OF PUBLIC INFRASTRUCTURE
The SUBDIVIDER shall maintain all public infrastructures (streets, sidewalks, right -of -way,
street light, storm drainage facility, sanitary sewer, etc.) in a safe and usable condition at all
times during construction. Should any public infrastructure become unsafe, unusable or
inoperable because of the SUBDIVIDER's activities, the SUBDIVIDER shall immediately
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TOWN OF LOS GATOS SUBDIVISION IMPROVEMENT AGREEMENT
PROJECT: TRACT NO. 10292
cease all work on the project until the public infrastructure is made safe and usable, for which
the SUBDIVIDER shall be solely responsible. Additionally, notwithstanding acceptance by
Town, Subdivider shall maintain and perform or cause to be performed repairs, additions, or
corrective work necessitated by Subdivider's omission or deficient performance for one year
after acceptance. If the SUBDIVIDER fails to act promptly or in accordance with this
agreement, or if the exigencies of the situation require repairs or replacements to be made
before the SUBDIVIDER can be notified, then the TOWN may, at its options, make the
necessary repairs or replacements or perform the necessary work, and SUBDIVIDER shall pay
the City the actual cost of such repairs plus fifteen percent (15 %) within thirty (30) days of the
date of billing for such work by TOWN.
12. DEFAULT BY SUBDIVIDER.
a. Default of SUBDIVIDER shall include, but not be limited to:
(1) SUBDIVIDER's failure to timely commence construction of Public Improvements under
this Agreement;
(2) SUBDIVIDER's failure to timely complete construction of the Public Improvements;
(3) SUBDIVIDER's failure to timely cure any defect in the Public Improvements;
(4) SUBDIVIDER'S's failure to perform substantial construction work for a period of 20
consecutive calendar days after commencement of the work;
(5) SUBDIVIDER's insolvency, appointment of a receiver, or the filing of any petition in
bankruptcy, either voluntary or involuntary, which SUBDIVIDER fails to discharge within 30
days;
(6) The commencement of a foreclosure action against the subdivision or a portion thereof, or
any conveyance in lieu or in avoidance of foreclosure; or
(7) SUBDIVIDER's failure to perform any other obligation under this Agreement.
b. The TOWN reserves all remedies available to it at law or in equity for breach of
SUBDIVIDER's obligations under this Agreement. The TOWN shall have the right, subject to
this Section, to draw upon or use the appropriate security to mitigate the TOWN's damages in
the event of default by SUBDIVIDER. The TOWN's right to draw upon or use the security is
in addition to any other remedy available to TOWN. The parties acknowledge that the
estimated costs and security amounts may not reflect the actual cost of construction of the
improvements and, therefore, TOWN's damages for SUBDIVDER's default shall be measured
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TOWN OF LOS GATOS SUBDIVISION IMPROVEMENT AGREEMENT
PROJECT: TRACT NO. 10292
by the cost of completing the required improvements. The TOWN may use the sums provided
by the securities for the completion of the Public Improvements in accordance with the
Improvement Plans and Specifications contained herein. In the event SUBDIVIDER fails to
cure any default under this Agreement within twenty (20) days after the TOWN mails written
notice of such default to the SUBDIVIDER and the SUBDIVIDER's surety, SUBDIVIDER
authorizes TOWN to perform the obligation for which SUBDIVIDER is in default and agrees
to pay the entire cost of such performance by the TOWN. TOWN may take over the work and
complete the Public Improvements, by contract or by any other method TOWN deems
appropriate, at the expense of SUBDIVIDER. In such event, TOWN, without liability for so
doing, may complete the Public Improvements using any of SUBDIVIDER'S materials,
appliances, plans and other property that are at the work site and that are necessary to complete
the Public Improvements.
c. The SUBDIVIDER's failure to comply with the terms of this Agreement constitutes
SUBDIVIDER's consent for the TOWN to file a notice of violation against all the lots in the
Subdivision, or to rescind or otherwise revert the Subdivision to acreage. SUBDIVIDER
specifically recognizes that the determination of whether a reversion to acreage or rescission of
the Subdivision constitutes an adequate remedy for default by the SUBDIVIDER shall be
within the sole discretion of the TOWN. The remedy provided by this Section is in addition to
all other remedies available to TOWN. SUBDIVIDER agrees that the choice of remedy or
remedies for SUBDIVIDER'S breach shall be in the discretion of TOWN.
13. NOTICES
Notices regarding this Agreement shall be given as follows and shall be considered effective
upon either personal delivery or five (5) days following deposit in the U.S. Mail:
To SUBDIVIDER: Taylor Morrison of California, LLC
4309 Hacienda Drive, Suite 450
Pleasanton, CA 94588
To TOWN: Parks and Public Works Department
Town of Los Gatos
41 Miles Avenue
Los Gatos, CA 95030
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TOWN OF LOS GATOS SUBDIVISION IMPROVEMENT AGREEMENT
PROJECT: TRACT NO. 10292
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.
14. WAIVER
Waiver of a breach of default under this Agreement shall not form a continuing waiver or a
waiver of a subsequent breach of the same or any other provision of the Agreement.
15. SEVERABILITY
If any term of this Agreement is held invalid by a court of competent jurisdiction, the
remainder of this Agreement shall remain in effect.
16. ENTIRE AGREEMENT AND AMENDMENT
This Agreement constitutes the complete and exclusive statement of this agreement between
TOWN and SUBDIVIDER. No verbal agreement or conversation with any officer, agent, or
employee of TOWN, either before, during or after the execution of this Agreement, shall affect
or modify any of the terms or obligations contained in the Agreement.
17. PAYMENT OF OUTSTANDING FEES
Prior to acceptance of public improvements for permanent maintenance by Town,
SUBDIVIDER shall pay all outstanding fees which are due in accordance with this Agreement
and the Code of the Town of Los Gatos.
18. ACTIONS TO ENFORCE
If any action at law or equity, including an action for declaratory relief, is brought to enforce or
interpret the provisions of this Agreement, the prevailing party shall be entitled to reasonable
attorneys' fees, expert witness fees and costs, in addition to any other relief to which they may
be entitled.
19. REIMBURSEMENT OF ATTORNEYS FEES
In the event of any third party claim or legal challenging any action taken by Town with regard
to any procedure or aspect of this Agreement, including approval or environmental review
process, if the Town chooses to defend the claim or action, the SUBDIVIDER agrees to
reimburse the Town for attorneys' fees, expert witness fees, and any other costs Town may
incur in connection with its retention of legal counsel, and for any award of court costs of fees
against the Town.
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TOWN OF LOS GATOS
20. AGREEMENT BINDS SUCCESSORS
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SUBDIVISION IMPROVEMENT AGREEMENT
PROJECT: TRACT NO. 10292
This Agreement pertains to and runs with the land benefited by the privileges it grants and
binds the successors in interest of the parties to this Agreement. This Agreement shall be
recorded in the Official Records of the County of Santa Clara.
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TOWN OF Los GATOS
Page II
SUBDIVISION IMPROVEMENT AGREEMENT
PROJECT: TRACT NO. 10292
TOWN OF LOS GATOS
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DATE:
TOWN MANAGER
ATTEST:
DATE:
CLERK ADMINISTRATOR
APPROVED AS TO FORM:
DATE:
TOWN ATTORNEY
RECOMMENDED BY:
DATE:
DIRECTOR OF PARKS & PUBLIC WORKS
SUBDIVIDER
DATE:
PRINT NAME
TITLE
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FAITHFUL PERFORMANCE BOND
WHEREAS, the Town of Los Gatos,
LLC, a California limited liability company,
agreement by which PRINCIPAL agrees
improvements, which said agreement, dated
SUBDIVISION AGREEMENT BETWEE
N
BOND NUMBER:
PREMIUM:
State of California and Taylor Morrison of California,
(herein designated as "PRINCIPAL ") have entered an
to install and complete certain designated public
, 2015, and identified as
THE TOWN OF LOS GATOS AND TAYLOR
MORRISON OF CALIFORNIA, LLC, FOR TRACT NO. 10292 is hereby referred to and made a
part hereof; and
WHEREAS, said PRINCIPAL is required under the terms of said agreement to furnish a
bond for the faithful performance of said agreement.
NOW, THEREFORE, we, the PRINCIPAL and , as
Surety, are held and firmly bound unto the Town of Los Gatos (hereinafter called "TOWN "), in the
penal sum of two hundred forty thousand six hundred and 00 /100 Dollars ($240,600.00) lawful
money of the United States, for the payment of which sum well and truly to be made, we bind
ourselves, our heirs, successors, executors and administrators, jointly and severally, formally by
these presents.
The condition of this obligation is such that if the above bounded PRINCIPAL, his or its
heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and
well and truly keep and perform the covenants, conditions and provisions in the said agreement and
any alteration thereof made as therein provided, on his or their part, to be kept and performed at the
time and in the manner therein specified, and in all respects according to their true intent and
meaning, and shall indemnify and save harmless TOWN, its officers, agents and employees, as
therein stipulated, and this obligation shall become null and void; otherwise it shall be and remain in
full force and effect.
PRINCIPAL and Surety further agree that upon TOWN's final acceptance of the work, ten
percent (10 %) of this bond shall remain in effect to guarantee the repair and/or replacement of
defective materials and/or construction, one (1) year after TOWN's final acceptance of the work.
As a part of the obligation secured hereby and in addition to the face amount specified
therefor, there shall be included costs and reasonable expenses and fees, including reasonable
attorney's fees, incurred by TOWN in successfully enforcing such obligation, all to be taxed as costs
and included in any judgement rendered.
The Surety hereby stipulates and agrees that no change, extension of time, alteration or
addition to the terms of the agreement or to the work to be performed thereunder or the
specifications accompanying the same shall in any way affect its obligations on this bond, and it
does hereby waive notice of any such change, extension of time, alteration or addition to the terms
of the agreement or to the work or to the specifications.
In witness whereof, this instrument has been duly executed by the PRINCIPAL and Surety
above named, on 2015.
N:\PPW\ENGINEERING\DRC \Knowles Dr -375 (Tersini) \0f1site\375 Knowles Dr - SIA & Bonds.docx
PRINCIPAL:
Notary Acknowledgment Required
SURETY:
Address
NAPPW\ENGINEERING\DRC \Knowles Dr -375 (Tersini) \Offsite \375 Knowles Dr- SIA & Bonds.docx
LABOR AND MATERIALS BOND BOND NUMBER:
PREMIUM:
WHEREAS, the Town of Los Gatos, State of California, and Taylor Morrison of California,
LLC, a California limited liability company, (hereinafter designated as "PRINCIPAL ") have entered
an agreement whereby PRINCIPAL agrees to install and complete certain designated public
improvements, which said agreement, dated , 2015, and
identified as SUBDIVISION AGREEMENT BETWEEN THE TOWN OF LOS GATOS AND
TAYLOR MORRISON OF CALIFORNIA, LLC, FOR TRACT NO. 10292, is hereby referred to
and made a part hereof, and
WHEREAS, under the terms of said agreement, PRINCIPAL is required before entering
upon the performance of the work, to file a good and sufficient payment bond with the Town of Los
Gatos to secure the claims to which reference is made in Title 15 (commencing with Section 3082)
of Part 4 of Division 3 of the Civil Code of the State of California.
NOW, THEREFORE, said PRINCIPAL and the undersigned as Corporate Surety, are held
firmly bound unto the Town of Los Gatos and all contractors, subcontractors, laborers, material
suppliers and other persons employed in the performance of the aforesaid agreement and referred to
in the aforesaid Code of Civil Procedure in the sum of two hundred forty thousand six hundred
and 00 /100 Dollars ($240,600.00) 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 said
surety will pay the same in an amount not exceeding the amount herein above set forth, and also in
case suit is brought upon this bond, will pay, in addition to the face amount thereof, costs and
reasonable expenses and fees, including reasonable attorney's fees, incurred by the TOWN 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 judgment therein rendered.
It is hereby expressly stipulated and agreed that this bond shall inure to the benefit of any and
all persons, companies and corporations entitled to file claims under Title 15 (commencing with
Section 3082) of Part 4 of Division 3 of the Civil Code, so as to give a right of action to them or
their assigns in any suit brought upon this bond.
Should the condition of this bond be fully performed, then this obligation shall become null
and void, otherwise it shall be and remain in full force and effect.
The Surety hereby stipulates and agrees 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.
In witness whereof, this instrument has been duly executed by the PRINCIPAL and Surety
above named, on
, 2015.
N:\ MENGINEERING\DRC\Knowles Dr -375 (Tersini) \Of site\375 Knowles Dr- SIA & Bonds.doex
PRINCIPAL:
Notary Acknowledgment Required
SURETY:
Address
N:\PPW\ENGINEERING\DRC \Knowles Dr -375 (Tersini) \Offsite \375 Knowles Dr- SIA & Bonds.docx
SUBDIVISION MONUMENTS BOND BOND NUMBER:
PREMIUM:
WHEREAS, the Town of Los Gatos, State of California, and Taylor Morrison of California,
LLC, a California limited liability company, (hereinafter designated as "PRINCIPAL ") have entered
an agreement whereby PRINCIPAL agrees to install and complete certain designated public
improvements, which said agreement, dated , 2015, and
identified as SUBDIVISION AGREEMENT BETWEEN THE TOWN OF LOS GATOS AND
TAYLOR MORRISON OF CALIFORNIA, LLC, FOR TRACT NO. 10292, is hereby referred to
and made a part hereof; and
WHEREAS, said PRINCIPAL is required under the terms of said agreement to furnish a
subdivision monuments bond of said agreement.
WHEREAS, under the terms of said agreement, PRINCIPAL has submitted for approval to
the Town of Los Gatos a final map of Tract No. 10292, with a certificate thereon by the engineer or
surveyor responsible for survey for the final map or parcel map stating that some or all of the
monuments will be set in the positions indicated on the final map or parcel map on or before
specified later date; that pursuant to Sections 66495 -66498 of the Subdivision Map Act, the Town of
Los Gatos requires that the subdivider furnish to the Town thereof a bond in an amount equal to the
estimated cost of setting such monuments not already set prior to recording of the final map or
parcel map, guaranteeing payment of the cost thereof.
NOW, THEREFORE, We, the PRINCIPAL" and , as
Surety, are held and firmly bound unto the Town of Los Gatos in the amount of seven thousand
and 00 /100 Dollars ($7,000.00), lawful money of the United States, for the payment of which sum
well and truly be made, we bind ourselves, our heirs, successors, executors and administrators,
jointly and severally, firmly be these presents.
The condition of this obligation is such that if the monuments are set on or before May 2017,
and the engineer or surveyor setting the final monuments shall have been paid, then this obligation
shall become null and void. Otherwise it shall be and remain in full force and effect.
As part of this obligation secured hereby and in addition to the amount of deposit specified
above, it is agreed that we shall pay the costs and reasonable expenses and fees, including reasonable
attorney's fees, if any, incurred by the City in successfully enforcing such obligation against us, all
to be taxed as costs and included in any judgment rendered.
Should the condition of this bond be fully performed, then this obligation shall become null
and void, otherwise it shall be and remain in full force and effect.
The Surety hereby stipulates and agrees 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.
In witness whereof, this instrument has been duly executed by the PRINCIPAL and Surety
above named, on
, 2015.
NAPPW\ENGINEERING\DRC\Knowles Dr -375 (Tersini) \Offsite\375 Knowles Dr- SIA & Bonds.dwx
PRINCIPAL:
Notary Acknowledgment Required
SURETY:
Address
NAPPW\ENG1NEERING\DRC \Know1es Dr -375 (Temini) \Offsite\375 Knowles Dr- SIA & Bonds.dmx
EXHIBIT A
INSURANCE REQUIREMENTS
A. MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
1. Insurance Services Office form number GL 0002 (Ed. 1/73) covering Comprehensive
General Liability and Insurance Services Offices form number GL 0404 covering Broad
Form Comprehensive General Liability; or Insurance Services Office Commercial General
Liability coverage ( "occurrence" form GC 0001).
2. Insurance Services Office form number CA 0001(Ed. 1/78) covering Automobile Liability,
code I "any auto" and endorsement CA 0025.
3. Worker's Compensation insurance as required by the Labor Code of the State of California
and Employers Liability Insurance.
B. BEGINNING OF WORK
SUBDIVIDER shall maintain limits no less than:
1. General Liability: $1,000,000 combined single limit per occurrence for bodily injury,
personal injury and property damage. If Commercial General Liability Insurance or other
form with a general aggregate limit is used, either the general aggregate limit shall apply
separately to this Project /location or the general aggregate limit shall be twice the required
occurrence limit.
2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and
property damage.
3. Workers' Compensation and Employers Liability: Workers' compensation limits as required
by the Labor Code of the State of California and Employers Liability limits of $1,000,000
per accident.
C. DEDUCTIBLES AND SELF - INSURED RETENTIONS
Any deductibles or self - insured retentions must be declared to and approved by the Town of Los
Gatos. At the option of the Town of Los Gatos, either: the insurer shall reduce or eliminate such
deductibles or self - insured retentions as respects the Town of Los Gatos, its officers, official,
employees and volunteers; or the SUBDIVIDER shall procure a bond guaranteeing payment of
losses and related investigations, claim administration, and defense expenses.
D. OTHER INSURANCE PROVISION
The policies are to contain, or be endorsed to contain the following provision:
1. General Liability and Automobile Liability Coverages
NAPMENGINEERING\DROKnowles Dr -375 (Tersini) \Offsite\375 Knowles Dr- SIA & Bonds.doex
a. The Town of Los Gatos, its officers, official, employees and volunteers are to be covered
as insured as respects: liability arising out of activities performed by or on behalf of the
SUBDIVIDER, products and completed operation of the Contracts, premises owned,
occupied or used by the SUBDIVIDER, or automobiles owned, leased, hired or borrowed
by the SUBDIVIDER. The coverage shall contain no special limitation on the scope of
protection afforded to the Town of Los Gatos, its officers, officials, employees, or
volunteers.
b. The SUBDIVIDER's insurance coverage shall be primary insurance as respects the Town
of Los Gatos, its officer, officials, employees, and volunteers. Any insurance or self -
insurance maintained by the Town of Los Gatos, its officers, officials, employees, or
volunteers shall be excess of the SUBDIVIDER's insurance and shall not contribute with
it.
c. Any failure to comply with reporting provision of the policies shall not affect coverage
provided to the Town of Los Gatos, its officers, officials, employees, or volunteers.
d. The SUBDIVIDER's insurance shall apply separately to each insured against whom
claim is made or suit is brought, except with respect to the limits of the insurer's liability.
2. Workers' Compensation and Employers Liability Coverage
The insurer shall agree to waive all rights of subrogation against the Town of Los Gatos, its
officers, officials, employees, or volunteers for losses arising form work performed by the
SUBDIVIDER for the Town of Los Gatos.
3. All Coverages
Each insurance policy required by this clause shall be endorsed to state that the coverage
shall no be suspended, voided, canceled by either party, reduced in coverage or in limits
except after thirty (30) days prior written notice by certified mail return receipt required, has
been given to the Town of Los Gatos.
E. ACCEPTABILITY OF INSURERS
Insurance is to be place with insurers with a Best's rating of no less than B +.
F. VERIFICATION OF COVERAGE
SUBDIVIDER shall furnish the Town of Los Gatos with certificates of insurance and with
certificates of insurance and with original endorsements effecting coverage required by this
clause. The certificates and endorsements for each insurance policy are to be signed by a
persona authorized by that insurer to bind coverage on its behalf. The certificates and
endorsements are to be on forms approved by the Town of Los Gatos. Where by statute, the
Town of Los Gatos's workers' compensation - related forms cannot be used, equivalent forms
approved by the State Insurance Commissioner are to be substituted. All certificates and
endorsements are to be received and approved by the Town of Los Gatos before work
N:\PPW\ENGINEERING\DRC\Knowles Dr -375 (Tersini) \Offsite\375 Knowles Dr- SIA & Bonds.doex
commences. The Town of Los Gatos reserves the right to require complete, certified copies of
all required insurance policies, at any time.
G.SUBCONTRACTORS
SUBDIVIDER shall include all subcontractors as insured under its policies or shall furnish
separate certificates and endorsements for each subcontractor. All coverages for subcontractors
shall be subject to all of the requirements stated herein.
NAPPW\ENGINEERING\DRC \Knowles Dr -375 (Tersini) \Offsite\375 Knowles Dr- SIA & Bonds.docx
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