1995-113-Sign The Contracts To Complete Improvements For Tract No. 8280RESOLUTION 1995 -113
RESOLUTION OF THE TOWN COUNCIL
OF THE TOWN OF LOS GATOS
AUTHORIZING THE TOWN MANAGER TO SIGN THE CONTRACTS
TO COMPLETE IMPROVEMENTS FOR TRACT NO. 8280
WHEREAS, on May 22, 1991, the Planning Commission of the Town of Los Gatos
approved Subdivision Application M -89 -1A , with conditions; and
WHEREAS, on October 4, 1993, the Town Council of the Town of Los Gatos approved
the Vasona Heights Planned Development Ordinance (No. 1957), with performance standards,
which amended Ordinances 1779 and 1865; and
WHEREAS, those conditions required the Developer to design and construct certain
public improvements, enter into contracts and provide security guaranteeing completion of the
required work and payment to laborers and material suppliers, and provide insurance, naming the
Town as additional insured; and
WHEREAS, before issuance by the Town of any permits, authorizations or entitlement
of any kind for Tract No. 8280, the Developer will enter into the contracts as shown on the
attached Exhibits "A" and 'B" and provided security and insurance as delineated in those
contracts.
NOW, THEREFORE, IT IS RESOLVED by the Town Council that the Town
Manager is authorized and directed to execute the contracts for improvements require as
conditions of Tract No. 8280 in the name and in behalf of the TOWN OF LOS GATOS.
PASSED AND ADOPTED at a regular meeting of the Town Council held on the 5` day
of September, 1995, by the following vote:
COUNCIL MEMBERS:
AYES: Randy Attaway, Joanne Benjamin, Steven Blanton, Linda Lubeck,
Mayor Patrick O'Laughlin
NAYS: None
ABSENT: None
ABSTAIN: None
SIGNED:
MAYOR OF THE TO OF LOS GATOS
LOS GATOS, CALIFORNIA
r_vUCLIN
CLERK OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
SM11 \RESOS \TR8280.BHR PAGE 2
TOWN OF LOS GATOS
Civic CErtatt
110 E. MAN STREEr
P.O. Box 949
Los GATos, CA 95031
CONTRACT FOR LAND DEVELOPMENT RELATED OBLIGATIONS
FOR
acs:
300 BLOSSOM HILL ROAD (TRACT NO. 8280)
AT
BLOSSOM HILL ROAD AND ROBERTS ROAD (WEST)
LOS GATOS, CALIFORNIA
CONTRACT NO.
This agreement is made and entered, effective upon the last date this document is signed by the parties hereto, by
and between the TOWN OF LOS GATOS, after this called "TOWN," a city, and SummerHill Vasona Ltd., a California
Limited Partnership, after this called "DEVELOPER," whose place of business is 777 California Avenue, Palo Alto, CA
94304, respectively, and is referred to the following facts:
The DEVELOPER in Proceeding No. M -89 -1A has sought permission from the TOWN under the provisions of
the Town Zoning Ordinance to change the use of land in the TOWN. The land is at 300 Blossom Hill Road, Los Gatos,
California. The Planning Commission has granted the percussion on finding that approval of the development proposal is
proper if the obligations referred to in this agreement, as well as other obligations described elsewhere, are met by the
DEVELOPER.
Said approval was granted upon condition that certain street and related improvements are installed in connection
with the development. It is the intent of this agreement to provide for the installation of said improvements.
THE PARTIES AGREE AS FOLLOWS:
At its own expense, the DEVELOPER shall do the street, curb, gutter, sidewalk, street light, storm drainage and
traffic signal improvement work shown on, and in conformity with, the Plans and Specifications. Work will be
completed on or before one (1) year from the date of this contract.
The Plans and Specifications are composed of:
Traffic Signal Drawings:
Sheets numbered:
1&2
Prepared by:
Advanced Traffic Engineering
Entitled:
Traffic Signal Installation Plans Blossom Hill Road & W. Roberts Road
Dated:
August 1995
INCORPORATED AUGUST 10, 1887
IT B to
Page 2
TOWN OF Los GATOS Contract for 300 Blossom H ll Road
Traffic Signal Specifications:
Prepared by: Advanced Traffic Engineering
Entitled: Special Provisions
Traffic Signal Installation Blossom Hill Road & W. Roberts Road
Dated: August 11, 1995
Northerly Side of Blossom Hill Road Improvements:
Sheets numbered: 1 - 16 (particularly Sheet 2)
Prepared by: Civil Engineering Associates
Entitled: Plans for the Improvement of Tract No. 8280
Dated: January 1990
After this called "PLANS."
2. Before approval of PLANS, and/or before issuance of any permits, the DEVELOPER shall furnish the TOWN with
cash deposits or bonds:
For Two Hundred Ten Thousand and 00 /100 (5210,000), to secure the DEVELOPER'S performance
of all its obligations under this agreement.
For Two Hundred Ten Thousand and 00 /100 ($210,000), to secure payment of the claims of laborers
and material suppliers engaged in or providing supplies or services for performance of the improvement
work described in this agreement.
The form of the bonds will be prescribed by the TOWN. After final acceptance of the work, ten (10 %) per cent
of the cash deposit for performance will be retained by the TOWN, or ten (10 %) per cent of the face amount of the
Faithful Performance Bond will remain in effect for one (1) year to secure performance of the DEVELOPER'S
obligation to correct any deficiency in the work or to remedy any other default. The one (1) year period for ten
(10 %) per cent cash retention and bond obligation begins on the date of final acceptance, but this limitation on the
security for performance does not shorten any time during which the TOWN may act to enforce the
DEVELOPER'S obligations under the terms of this agreement.
3. The DEVELOPER shall hold harmless and indemnify the TOWN, its council members, boards and commissions,
officers and employees from any sort of loss, damage or liability, suits, actions and claims, including cost and
expense of defenses and responses, arising from any occurrence in the DEVELOPER'S performance of this
agreement, whether the occurrence involves the performance of an act required by the terms of this agreement,
omission by the DEVELOPER to perform its obligations under the terms of this agreement, or required by law,
or arises from any condition created by the DEVELOPER'S performance, or exists because of failure to perform
this agreement or any obligations required by law. The DEVELOPER'S obligations under this Part 3 exist
whatever the theory of the suit, action or claim.
GV'21Y,\C0NTbC7l800 -M
Rev: 8/28/95 4:2D pm
Page 3
TOWN OF LOS GATOS Contract for 300 Blossom Hill Road
4. At all times during the performance of its obligations under this agreement, the DEVELOPER will carry public
liability and property damage insurance as shown on the attached Exhibit A.
5. If during the course of construction it becomes apparent that conditions at the project site require changes to the
approved plans, the request for changes shall be made in writing on the prescribed form to the Director of Building
and Engineering Services, and include payment of the appropriate Town fees. Approval of any alteration to the
plan shall be in writing to the person so designated in this document. Any alteration or alterations made in the
Plans and Specifications which are a part of this Contract, or any provision of this Contract shall not operate to
release any surety or sureties from liability on any bond or bonds attached hereto and made a part hereof, and
consent to make such alterations is hereby given, and the sureties to said bonds hereby waive the provisions of
Section 2819 of the Civil Code of the State of California. In giving instructions, the Engineer shall have authority _
to issue written change orders not inconsistent with the purpose of the work Except in an emergency endangering
life and property, no extra work or change shall be made unless in pursuance of such written order.
6. If construction of the improvement is delayed without fault to the DEVELOPER, the Town Council, at its sole
option, may extend the time for completion of the construction.
The DEVELOPER shall maintain all public streets, sidewalks, and right -of -way in a safe and usable condition at
all times during construction, unless an encroachment or closure permit has first been obtained from the TOWN.
Should any public street, sidewalk, or right -of -way become unsafe or unusable because of the DEVELOPER'S
activities, the DEVELOPER shall immediately cease all work on the project until the street, sidewalk., or right -of-
way is made safe and usable, for which the DEVELOPER shall be solely responsible.
8. Completion of the these improvements is a prerequisite to the occupancy and use of the property in the manner
proposed by the DEVELOPER, as described in Parts 10 and 11 of "CONTRACT FOR THE IMPROVEMENT
OF TRACT NO. 8280, LOS GATOS, CALIFORNIA," between TOWN and DEVELOPER-
9. In the event of litigation to enforce the terms of this agreement, the prevailing party shall have its costs and
reasonable attorney's fees and expenses.
NOTICES:
Notices regarding this Contract 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 DEVELOPER: Ilan Gat, Controller
SummerFiill Homes
777 California Street
Palo Alto, CA 94303
ov2DA CONTRACntoo —BHR
Rev: 8/28/95 4:20 pm
Page 4
TOWN OF LOS GATOS Contract for 300 Blossom Hill Road
To TOWN: Scott Baker, Director of Building and Engineering Services
Department of Building and Engineering Services
P.O. Box 949
Los Gatos, CA 95031
WAIVER:
Waiver of a breach of default under this Contract shall not form a continuing waiver or a waiver of a subsequent breach of
the same or any other provision of the Contract.
SEVERABELITY:
If any term of this Contract is held invalid by a court of competent jurisdiction, the remainder of this Contract shall remain
in effect.
ENTIRE AGREEMENT AND AMENDMENT:
No verbal agreement or conversation with any officer, agent, or employee of TOWN, either before, during or after the
execution of this Contract, shall affect or modify any of the terms or obligations contained in the Contract.
TOWN OF LOS GATOS
TOWN MANAGER
ATTEST:
TOWN CLERK
APPROVED AS TO FORM:
TOWN ATTORNEY
RECOMMENDED FOR APPROVAL:
PLANNING DIRECTOR
cvza:w \CONRkC' \300-eiRR
Ru: 8/28/95 4:20 Om
DATE:
DATE:
DA
Page 5
TOWN OF LOS GATOS Contract for 300 Blossom H ll Road
DEVELOPER
SummerHill Vasona Ltd, a California Limited Partnership
By: SummerHill Vasona, Incorporated, a California Corporation, its General Partner
DATE:
Richard T. Wurcelbacher, Vice President
Eric W. Nielsen, Secretary/Treasurer
CV20.W \CCNMC'\300 -8HR
Ray.. 8/28/95 4:20 pm
TowN of Los GATos
CONTRACT FOR THE IMPROVEMENT OF
TRACT NO. 8280
Crnu CWx
110 E. MAN STpm7
P.O. Box 949
Los GAms, CA 95031
Ti WN CLERK
it�rt_ /�JL
LOS GATOS, CALIFORNIA Sf-:.
CONTRACT NO.
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, after this called "TOWN,"
and SummerHA Vasona Ltd., a California Limited Partnership, after this called 'DEVELOPER," whose principal place
of business is 777 California Avenue, Palo Alto, CA 94304.
WITNESSETH
WHEREAS, DEVELOPER has acquired the property known as Tract No. 8280, in the Town of Los Gatos, County
of Santa Clara, State of California, excepting therefrom Lots 22 and 23; and
WHEREAS, the DEVELOPER wishes to proceed with completion of the improvements and the homes
contemplated in approval of Tract No. 8280, and pursuant to Planned Development Ordinance 1957, with modification to
the improvement schedule and architecture and site review approved by the Town Planning Commission; and
WHEREAS, Vasona Heights Partnership, after this called "SUBDIVIDER," which owned Tract No. 8280 at some
time before DEVELOPER acquired it, requested approval of the FINAL MAP for Tract No. 8280 [hereinafter "MAP "]
before the completion of improvements of all streets, highways, or public ways and sewer facilities that are a part of or
appurtenant to Tract No. 8280, including the necessary curbs, gutters, paving, catch basins, pipes, culverts, storm drains,
sanitary sewers, street lighting and street trees, street signs, including water system and fire hydrants acceptable to San Jose
Water Company and Santa Clara County Central Fire Protection District, landscaping, all according to the plans and
specifications for all or any of said improvements in or appurtenant to Tract No. 8280, which plans and specifications are
now on file in the Office of the Town Engineer of said TOWN; the plans and specifications are composed of
PUBLIC 1MPRO VEI\,ENT PLANS:
Sheets numbered: 1 - 16
Prepared by: Civil Engineering Associates
Entitled: Plans for the Improvement of Tract No. 8280
Dated: January 1990
INCORPORATED AuGusT 10, 1887
is
Page 2
TOWN OF LOS GATOS Contract for the Improvement of Tract No 8280
LANDSCAPE PLANS:
Sheets numbered:
L I -L17
Prepared by:
Dillon/Drulias Landscape Architects
Entitled:
Plans for the Landscaping of Vasona Hills, Los Gatos, CA
Dated:
April 1990
After this called "PLANS'; and
WHEREAS, the Town Council of said TOWN did, on the 16th day of September 1991, adopt a Resolution
approving the MAP and accepting the dedications therein offered, subject to and on condition that the SUBDIVIDER first
enter into and execute an 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 the Agreement and by the Resolution; and
WHEREAS, SUBDIVIDER executed such an Agreement with the Town of Los Gatos and provided bonds and
insurance, but the SUBDIVIDER was unable to fully meet its obligations under that Agreement; and
WHEREAS, this Improvement Agreement is intended by the DEVELOPER to and does replace the Agreement
entered into between SUBDIVIDER and the TOWN, and DEVELOPER shall not insist that the TOWN seek performance
or payment by SUBDIVIDER but has agreed to abide by the terms and conditions of this Agreement; and
WHEREAS, the security provided pursuant to this agreement is intended by the DEVELOPER to be substituted
for security provided by SUBDIVIDER, and the TOWN shall authorize release any and all security provided by
SUBDIVIDER within three (3) working days of approved security being provided by DEVELOPER. DEVELOPER shall
not insist that the TOWN seek any relief from any security provided by SUBDIVIDER; and
WHEREAS, by separate agreement DEVELOPER and TOWN shall provide for the improvement of the
intersection of Roberts Road and Blossom Hill Road, including the installation of a traffic signal and reconstruction of the
Vasona park entrance, and DEVELOPER agrees that its occupancy of the Tract shall be dependent on the timely completion
of those improvements as well as the improvements required under this Agreement; and
WHEREAS, SUBDIVIDER completed a portion of the improvements required by the approval of Tract No. 8280
and Town Ordinance 1957; and
WHEREAS, in writing, the TOWN approved certain changes to the plans during the construction of the
improvements, and acknowledges that those written changes were authorized; and
WHEREAS, the DEVELOPER will submit "As Built" plans depicting existing conditions as constructed; and
WHEREAS, DEVELOPER acknowledges and agrees that the TOWN has made no representations or offers of
any warranties or guarantees of any kind regarding the quality or suitability of the improvements completed by the
SUBDIVIDER or SUBDIVIDER'S contractors, and that the inspections and approvals completed by the TOWN were for
the benefit of the TOWN alone and not intended to confer any benefit on DEVELOPER DEVELOPER has performed its
own due diligence in evaluating the conditions and completeness of the improvements and has satisfied itself that the
DEVELOPER is willing to purchase the property and proceed with the development under the terms provided in this
agreement. DEVELOPER is not relying on any representations by the TOWN, its officers or employees, regarding the
fitness or suitability of the property it is purchasing and proposing to develop for any use, other than the express approvals
granted to date by the TOWN under the TOWN'S police power; and
ov2o:u=NMGTkTR -9290
Rev.: 9/31/95 15:09
OF LOS GATOS Page 3
Contract for the Irn roveme'it of Tract No R,) Rn
WHEREAS, TOWN through exercise of its power as obligee under bonds provided
by SUBDIVIDER has by
Private contractor, undertaken the construction and improvement of Roberts Road (West) from the easterly limits of the
Roberts Road Bridge to Ohlone Court, as shown on the drawings shown on the drawings by Civil Engineering Associates,
Sheets 1 - 16, dated September 1990; and
WHEREAS, TOWN has accepted that work on Roberts Road (West) and DEVELOPER shall have no
responsibility whatsoever for the maintenance or warranty of that work as specifically described in Town Project 9510; and
WHEREAS, SUBDIVIDER constructed two (2) market -rate houses as model homes. Those two (2) houses shall
not count as new houses or market -rate houses under this Contract, and Certificates of Occupancy for those two (2) houses
shall be handled by arrangements separate from this Contract.
NOW, THEREFORE, to insure satisfactory performance by DEVELOPER of these obligat ors and n
consideration of the approval of the MAP, the parties hereto do now agree as follows: ,
1 DEVELOPER shall construct all of the improvements and do all the work hereinabove or hereinafter mentioned,
all according to and to the rodent and as provided in the Plans and to meet all Town Ordinances and the laws of
State of California. Work shall be completed within one (1) year from the date of this Agreement. the
2. Before issuance by the TOWN of any permits, authorization, or entitlement of any kind for Tract No. 8280,
DEVELOPER shall Rumish to the TOWN and file with the Town Clerk cash, an instrument t of credit, or a bond
as provided by the Subdivision Map Act, in a form approved by the Town Attorney, securing MAINTENANCE
by DEVELOPER of all work shown on the PLANS, and completed by SUBDIVIDER The amount of cash,
instrument of credit or bond shall be ten percent (10 %) of the amount of the Faithful Performance Bond Supplied
by SUBDIVIDER or One Hundred Thirteen - Thousand Four Hundred Twenty and 00 /100 Dollars
($113,420.00). It is further agreed that after final acceptance of the work, the bond or cash shall remain in effect
to guarantee the repair and replacement of defective materials and construction famished or done by
SUBDIVIDER, discovered within one
TOWN. (1) year after final acceptance of the subdivision improvements by the
3 Before issuance by the TOWN of any permits, authorization, or entitlement of any kind for Tract No. 8280,
DEVELOPER shall famish 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 DEVELOPER of all work shown on the Plans not completed by SUBDIVIDER, as outlined on the TOWN
"punch list," dated August 31, 1995 (attached Exhibit B) and securing completion within the agreed time. The
amount of cash, instrument of credit or bond shall be Forty -five Thousand Two Hundred Fifty and 00 /100
Dollars ($45,250). It is further agreed that after final acceptance of the work, ten percent (10 %) of the bond or cash
shall remain in effect to guarantee the repair and replacement of defective materials and construction, furnished
or done by the DEVELOPER discovered within one (1) year after final acceptance of the subdivisi
improvements by the TOWN. on
O 20Ak \CONMCI\IR -6180
Rev.: 9/3t/95 15:09
Page 4
TOWN OF Los GATOs Contract for the Improvement of Tract No 8280
4. Before issuance by the TOWN of any permits, authorization, or entitlement of any kind for Tract No. 8280,
DEVELOPER shall also furnish the TOWN and file with the Town Clerk cash, an instrument of credit, or a good
and sufficient bond in form approved by the Town Attorney, securing payment to the Contractor, Subcontractors,
and to persons renting equipment or furnishing labor or materials to them for the improvements, the amount of
additional cash, instrument of credit, or bond to be Forty -five Thousand Two Hundred Fifty and 00 /100
Dollars ($45,250).
5. DEVELOPER does expressly agree to 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 performance by DEVELOPER of any
and all improvements required of DEVELOPER by this Agreement, or because of or arising or resulting from the
failure or omission by DEVELOPER to do any and all things necessary to and required by this Contract or by law,
or arising or resulting from the negligent doing by DEVELOPER, DEVELOPER'S agents, employees or
subcontractors of any and all things required to be done by this Contract, or arising or resulting from any dangerous
or defective condition arising or resulting from any of the above said acts or omissions of DEVELOPER,
DEVELOPER'S agents or employees. This express indemnification shall expire on ten (10) years from the date
of sale of the last unit in Tract No. 8280; however, this expiration shall have no effect on any continuing right of
implied indemnification that the Town, its Town Council members, Boards, Commissions, employees, or agents
may have against the DEVELOPER under State law or the Town Code.
6. Before issuance by the TOWN of any permits, authorization, or entitlement of any kind for Tract No. 8280,
DEVELOPER shall 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
Before issuance by the TOWN of any permits, authorization, or entitlement of any kind for Tract No. 8280,
DEVELOPER shall reimburse the TOWN Twenty -four Thousand Five Hundred and 00 /100 Dollars ( $24,500)
for construction of the soundwall.
8. Before the issuance of a building permit for the fourteenth (14th) market -rate house, the DEVELOPER shall first
obtain issuance of the building permit for one of the two Below Market Price (BMP) structures. The
DEVELOPER shall obtain issuance of the building permit for the second BMP structure before to the issuance of
the building permit for the twenty- eighth (28th) market -rate house.
9. If during the course of construction it becomes apparent that conditions at the project site require changes to the
approved plans, the request for changes shall be made in writing on the prescribed form to the Director of Building
and Engineering Services, and include payment of the appropriate Town fees. Approval of any alteration to the
0V20AAAMNWATR -8280
Rev.: 8/11/95 15:09
Page 5
TOWN OF LOS GATOS Contract for the Improvement of Tract No. 8280
plan shall be in writing to the person so designated in this document. Any alteration or alterations made in the
Plans and Specifications which are a part of this Contract, or any provision of this Contract shall not operate to
release any surety or sureties from liability on any bond or bonds attached hereto and made a part hereof, and
consent to make such alterations is hereby given, and the sureties to said bonds hereby waive the provisions of
Section 2819 of the Civil Code of the State of California. In giving instructions, the Engineer shall have authority
to issue written change orders not inconsistent with the purpose of the work. Except in an emergency endangering
life and property, no extra work or change shall be made unless in pursuance of such written order.
10. Issuance of Certificates of Occupancy for the new houses to be constructed by DEVELOPER within Tract No.
8280 shall be done in accordance with the following schedule:
a. All work as shown on the PLANS shall be completed and accepted by the TOWN. The completion of
the traffic signal and related Blossom Hill Road improvements at the intersection of Blossom Hill Road
and Roberts Road (West) and the work within the limits of Vasona Lake County Park shall be excluded
from this restriction.
b. Before the issuance of a Certificate of Occupancy for the twenty- fourth (24th) market -rate house, the
DEVELOPER shall obtain a Certificate of Occupancy for the 'Nino House' (Lot 25).
C. Before the issuance of Certificates of Occupancy for the twenty -fifth to the thirtieth houses (market -rate
or BMP), the DEVELOPER shall complete the traffic signal and related Blossom Hill Road improvement
at the intersection of Blossom Hill Road and Roberts Road (West).
d. Before the issuance of a Certificate of Occupancy for the final market -rate house, the DEVELOPER shall
complete relocation of the Vasona Lake County Park entrance.
11. If through no fault of the DEVELOPER, this schedule cannot be met, the TOWN will work with the DEVELOPER
to resolve issuing Certificates of Occupancy for the remaining units to the satisfaction of both parties.
12. If performance of this Agreement should be delayed without fault of the DEVELOPER, the time for the
construction of same may, upon written application of DEVELOPER, be extended by the Town Council for such
period of time as is reasonable delay.
13. SUBDIVIDER has heretofore paid to the TOWN storm drainage fees pursuant to the provisions of Chapter 24 of
the Los Gatos Town Code, in the total amount of Twenty -three Thousand Six Hundred Forty and 00 /100 Dollars
($23,640), calculated at the rate of $2,400 per acre for the area within the boundaries of Tract No. 8280.
14. SUBDIVIDER has previously paid the TOWN the sum of Eighty -nine Thousand Five Hundred Ten and 00 /100
Dollars ($89.510) to defray the costs incurred by the TOWN in reviewing and checking the" for Tract No.
8280, the Plans and Specifications, and inspecting the construction of the improvements within said Tract. These
fees did not include the cost of checking the plans or inspecting the construction of the traffic signal at the
CV20A k: CONTRACNR -8280
Rn.: 8/31/95 15:09
Page 6
TOWN OF LOS GATO9 Contract for the Improvement of Tract No 8280
intersection of Blossom Hill Road and Roberts Road (West). Plan check, inspection and associated fees are still
outstanding for the traffic signal and revised plans.
15. The DEVELOPER shall maintain all public streets, sidewalks, and right -of -way in a safe and usable condition at
all times dining construction, unless an encroachment or closure permit has first been obtained from the TOWN.
Should any public street, sidewalk, or right -of -way become unsafe or unusable because of the DEVELOPER'S
activities, the DEVELOPER shall immediately cease all work on the project until the street, sidewalk, or right -of-
way is made safe and usable, for which the DEVELOPER shall be solely responsible.
NOTICES:
Notices regarding this Contract 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 DEVELOPER: Ilan Gai, Controller
SummerHill Homes
777 California Street
Palo Alto, CA 94303
To TOWN: Scott Baker, Director of Building and Engineering Services
Department of Building and Engineering Services
P.O. Box 949
Los Gatos, CA 95031
kl "t A
Waiver of a breach of default under this Contract shall not form a continuing waiver or a waiver of a subsequent breach of
the same or any other provision of the Contract.
SEVERABILTTY:
If any term of this Contract is held invalid by a court of competent jurisdiction, the remainder of this Contract shall remain
in effect.
ENTIRE AGREEMENT AND AMENDMENT:
No verbal agreement or conversation with any officer, agent, or employee of TOWN, either before, during or after the
execution of this Contract, shall affect or modify any of the terms or obligations contained in the Contract.
W20AMCOumncnm -8280
Rev.: 8/31/95 1599
:r
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 1 "any
auto" and endorsement CA 0025.
Worker's Compensation insurance as required by the Labor Cale of the State of California and Employers
Liability Insurance.
B. BEGINNING OF WORK
DEVELOPER 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.
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 DEVELOPER
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:
General Liability and Automobile Liability Coverages
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
DEVELOPER, products and completed operation of the Contracts, premises owned, occupied
or used by the DEVELOPER, or automobiles owned, leased, hired or borrowed by the
DEVELOPER. 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.
0v20:*NCDNMGT ;NSOer
Rev.: 7/1/94
b. The DEVELOPER'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 DEVELOPER'S insurance and shall not contribute with it.
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 DEVELOPER'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 DEVELOPER 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
DEVELOPER shall fuunish 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 - retated 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 commences. The Town of Los Gatos reserves the right to require complete,
certified copies of all required insurance policies, at any time.
G. SUBCONTRACTORS
DEVELOPER 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 suject to all of the requirements
stated herein.
DV20: MC0NMGT\1- INSDCV
Rec 7/7/94
Page 7
TOWN OF LOS GATOS Contract for the Improvement of Tract No. 8280
TOWN MANAGER
ATTEST:
TOWN CLERK
APPROVED AS TO FORM:
TOWN ATTORNEY
BY:
PLANNING DIRECTOR
DATE:
DATE:
DEVELOPER
SummerHill Vasona Ltd., a California Limited Partnership
By: SummerFlill Vasona, Incorporated, a California Corporation, its General Partner
DATE:
Richard T. Wurzelbacher, Vice President
DATE:
Eric W. Nielsen, Secretary/Treasurer
t
yltx:
W20:* \C0NTMC1VR -9280
,vg„_ Rn.: 8/31/95 15:09