1997-076-Enter Into Reimbursement Agreement With Greenbriar Saratoga Road Company For Blossom Hill Road/Union Avenue Utility UndergroundingRESOLUTION 1997 -76
RESOLUTION OF THE TOWN COUNCIL
OF THE TOWN OF LOS GATOS
AUTHORIZING THE TOWN MANAGER TO ENTER
INTO A REIMBURSEMENT AGREEMENT
WITH GREENBRIAR SARATOGA ROAD COMPANY
FOR BLOSSOM HILL ROAD /UNION AVENUE UTILITY UNDERGROUNDING
RESOLVED, by the Town Council of the Town of Los Gatos, County of Santa Clara,
State of California, that the Town of Los Gatos enter into a reimbursement agreement with
Greenbriar Saratoga Road Company for Blossom Hill Road/Union Avenue Utility
Undergrounding, and that the Town Manager is authorized, and is hereby directed, to execute
said reimbursement agreement attached hereto and incorporated by reference as Exhibit "A" in
the name and on behalf of the Town of Los Gatos.
WHEREAS: The Developer owns the real property within the Town (the "Developer's
Property ") included in Subdivision, and the full "Improvement Plans and Improvement Contract"
for the Bellgrove Subdivision - (Tract 8899) are (on file with the Town Clerk).
WHEREAS: Town Code establishes various development impact fees to offset the cost
of development of Town infrastructure.
WHEREAS: As a condition to the further development of Developer's Property, Town
has required Developer to design, construct and install various improvements. The Improvements
are identified in the "Improvement Contract" and agreement for the Bellgrove Subdivision -
(Tract 8899) - (on file).
WHEREAS: Other similar improvements are necessary to serve other Los Gatos
properties, and Developer and Town agree that it would be more efficient and economical to build
as many of these improvements as early as possible.
WHEREAS: the Town has determined that the amount of the reimbursement is
$104,100 and
WHEREAS: Town has found that this Agreement is in accordance with the
requirements of Sections 16.130.030 and 16.130.040 of the Code and California Government
Code Sections 66485 through 66489.
PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of
Los Gatos, California, held on the 7th day of July, 1997 by the following vote:
COUNCIL MEMBERS:
AYES: Randy Attaway, Steven Blanton, Jan Hutchins, Linda Lubeck,
Mayor Joanne Benjamin
NAYS: None
ABSENT: None
ABSTAIN: None
SIGNED:
i
YOR OF THE TO F LOS GATOS
LOS GATOS, CALIFO A
ATTEST:
CLERK OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
REIMBURSEMENT AGk>✓EMENT WITH GREENBRIAR SARATOGA ROAD
COMPANY FOR BLOSSOM HILL ROAD/UNION AVENUE UTILITY
UNDERGROUNDING TOWN cr.ERJC
AGR:-412i�
This Agreement is made this day of 199 lNw; �nd between
the Town of Los GatosfLos Gatos, California, a municipal corporation (the "Town" J.4nd Greenb� riar
Saratoga Road Company ( "Developer ").
Project Description. This work is associated with Improvements for the Bellwood
Subdivision - - (Tract # 8899) - Union Avenue and Blossom Hill Road. The work will take place in
the public right -of -way on Union Avenue and Blossom Hill Road including the overhead to
underground conversion of four dwellings. The project will improve public safety and increase
capacity. See plans for project limits and details.
1 TERMS
1.1 Design and Construction of Improvements. Developer shall be solely responsible for
designing, constructing, installing and providing for the inspection of the Improvements. The
Improvements shall be fully completed and ready for acceptance by Town at the time required by the
Improvement agreement for the Property. The plans and specifications for the work have been
approved by Town as a part of "The Bellgrove Subdivision - (Tract # 8899) - Improvement Plans."
1.2 Source and Method of Reimbursement; Maximum Reimbursement.
1.2.1 Town shall reimburse Developer for the costs associated with the trenching construction and
installation of the substructures for the contemplated conversion.
1.2.2 Progress payments. Monthly progress payments shall be paid to the Developer based upon
the percentage of completion. A 10% retention shall be held until the provisions of Section 1.8 have
been satisfied.
1.2.3 Notwithstanding the provisions of paragraph 1.23, Town may, in its sole discretion, choose
to pay off the entire amount of reimbursement due to Developer at any time during the term of this
Agreement.
1.2.4 Term of The Agreement. The Term of the Agreement for Oversized Facilities shall continue
for a period consistent with the date of the "Improvement Contract," unless the obligation is satisfied
sooner by payment in full of $104,100.
1.2.5 Change Orders. All changes to this agreement shall be in writing and signed by the Owner and
the Developer prior to performing the change order work.
1.3 Inspection. Town shall have the right at all times to inspect the construction of the
improvements to measure compliance with Town approved plans and specifications.
1.4 Developer shall defend, indemnify and hold Town, its elected officials, officers, employees,
and agents free and harmless from any and all liability from loss, damage, or injury to or death of
persons or property in any manner arising out of or incident to Developer's performance of this
Agreement, including without limitation all consequential damages, attorney's fees and court costs,
whether or not resulting from the negligence of Developer or Developer's agents.
This indemnity shall extend to any claims arising because Developer has failed to properly
secure any necessary easements, land rights, contracts, or approvals, but shall not extend to any
claims arising out of the sole negligence of Town. This indemnity shall also extend to any legal action
commenced by any third party against the Town challenging the terms of this Agreement or seeking
judicial review.
1.4.1 The Developer, at their own expense, shall maintain or extend all insurances and bonds as
required by the "Improvement Contract" for the Bellgrove Subdivision - (Tract # 8899) - for the
scope and course of this project.
1.5 Commencement of Construction and Inspection. Developer and its Contractor or
Subcontractor shall not commence construction of the Improvement until Developer has received
written authorization from Town to proceed. All work performed on the Improvement shall be done
in strict compliance with Town approved plans, specifications, and the contract documents for Tract
#8899 and in a good and workmanlike manner. All work performed by Developer, its Developer or
agents to construct the Improvements shall be subject to inspection by Town, and Developers shall
require its employees, Developers and agents to comply with all instructions given by Town during
construction and improvements. All fees and costs to construct the Improvements shall be borne
solely by Developer, subject to reimbursement as provided herein. Inspection by Town or its
employees or agents shall not relieve Developer of its liability for design defects or improper or
inadequate workmanship.
1.6 Compliance with Applicable Laws. Developer shall insure that all work performed on the
Improvements is performed in a manner which complies with all applicable federal, state, county and
local government laws, regulations and rules, including all rules and regulations of Town, as these
rules and regulations may be modified or changed from time to time.
1.7 Contractor Licenses. All work performed on the Improvements shall be done only by
Contractors licensed in the State of California and qualified to perform the type of work required and
comply with the Town's Business License Ordinance.
1.8 Acceptance of Work. Upon completion of the Improvements to the satisfaction of Town, the
Improvements shall be presented to the Town Council for dedication and acceptance and for
authorization to file a Notice of Completion. The Town Council may accept the Improvements if it
determines that the Improvements were constructed in accordance with the approved plans,
specifications and contract documents, that they operate satisfactorily, and that all other requirements
of this Agreement have been satisfied.
1.9 Liability for Work Prior to Formal Acceptance. Until the Town Council has formally accepted
the Improvements, Developer shall be solely responsible for all damage to the work, regardless of
cause, and for all damages or injuries to any person or property at the work site, except damage or
injury due to the sole active negligence of Town, its agents or employees.
1.10 Guarantee. Developer shall guarantee all work and materials as detailed in the Improvement
Agreement for The Bellgrove Subdivision - (Tract # 8899).
This section shall not, in any way, limit the liability of Developer or any other party for any design
or construction defects in the work subsequently discovered by Town. This item is not meant to
require any additional guarantees beyond those required by the final map conditions.
1.11 Record Drawings. Prior to acceptance of the Improvements by the Town Council, Developer
shall provide Town with one mylar copy of record drawings with certification by a licensed engineer
in the State of California as to accuracy and completeness. Developer shall be solely responsible and
liable for ensuring the completeness and accuracy of the record drawings.
1.12 Notice. Any notices required or desired to be sent pursuant to this Agreement
TOWN:
Scott R. Baker
Director of Building and Engineering
Town of Los Gatos
110 East Main Street
Los Gatos, CA 95032
DEVELOPER:
Patrick Costanzo, Jr.
Greenbriar Saratoga Road Company
4340 Stevens Creek Boulevard, Suite 240
San Jose, CA 95129
1.13 Termination. In the event that Developer defaults in the performance of any of its obligations
under this Agreement or materially breaches any of the provisions of this Agreement, Town shall have
the option to terminate this Agreement upon written notice to Developer.
1.14 Attorney's Fees. In the event any action is commenced to enforce or interpret any term or
condition of this Agreement, in addition to costs and any other relief, the prevailing party shall be
entitled to reasonable attorney's fees.
1.15 Entire Agreement. This Agreement contains the entire agreement of the parties hereto with
respect to the matters contained herein.
1.16 Assignment. This Agreement shall not be assigned without the written consent of the parties
hereto, and any assignment without such written consent shall be void and ineffective; provided,
however, that following the expiration of the guarantee period set forth in Section 1.10 the Developer
may assign its right to receive reimbursements hereunder by providing Town with written notice of
such assignment. The written notice shall become effective four (4) months following its delivery to
the Town, provided that the Town shall not be responsible for any misdirected written notices under
this section.
L 17 Time of Essence. Time is of the essence for this Agreement.
Town of Los Gatos Greenbriar Saratoga Road Company
David W. Knapp, Town Manager
Town of Los Gatos
Patrick Costanzo, Jr., Developer:
Greenbriar Saratoga Road Company
4340 Stevens Creek Boulevard, Suite 240
San Jose, CA 95129
Print Name
Title
ATTEST:
Clerk of the Town of Los Gatos Approved as to Form:
Los Gatos, California
Town Attorney