21-026 Installation Agreement, 10206 and 10208 Orange Avenue, APN 357-18-047 and 357-18-048RECORDING REQUESTED BY:
City of Cupertino
WHEN RECORDED, MAIL TO:
City Clerk's Office
City of Cupertino
10300 Torre Avenue
Cupertino, CA 95014-3255
NO FEE IN ACCORDANCE
WITH GOV. CODE 27383
24751184
Regina Alcomendras
Santa Clara County - Clerk -Recorder
12/16/2020 11:26 AM
Titles: 1 Pages: 14
Fees: $0.00
Taxes: $0
Total: $0.00
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(SPACE ABOVE THIS LINE FOR RECORDER'S USE)
INSTALLATION AGREEMENT
10206 and 10208 Orange Avenue, Cupertino, CA
APN 357-18-047 and 357-18-048
Original
71 Conformed Copy
City of Cupertino
INSTALLATION AGREEMENT
(Cupertino Municipal Code Chapter 14.04)
10206 and 10208 Orange Avenue, Cupertino, CA
APN: 357-18-047 and 357-18-048
This INSTALLATION AGREEMENT ("Agreement") for street improvements is made and
entered into this ,7,7 wd day of , 20 10 , by and between the CITY OF
CUPERTINO, a municipal corporation of the State of California, ("CITY"), and SF19A, LLC, a
California limited liability company, ("DEVELOPER") for a single family residential project located at
10206 and 10208 Orange Avenue, Cupertino CA (APN 357-18-047 and 357-18-048).
RECITALS
1. DEVELOPER has presented to the City an application for a development entitlement
consisting of a single family residential project (the "Development Entitlement") located at 10206
and 10208 Orange Avenue, Cupertino CA (the "Property").
2. Chapter 14.04 of the Cupertino Municipal Code ("CIVIC") requires, as a condition
precedent to the erection, construction, addition, alteration or repair of any building or structure
in certain designated areas of the City with unimproved streets and for which a building permit is
required by the City, installation of certain types of public improvements and/or dedication where
deemed necessary by the City Engineer.
3. In consideration of City's approval of the Development Entitlement and pursuant to the
requirements of CIVIC Chapter 14.04, Developer desires to enter into this Agreement promising to
install and complete, at Developer's sole expense, all public improvement work required by the
City for the proposed development.
4. Developer has prepared and City has approved plans and related specifications (the
"Improvement Plans") for construction, installation and completion of improvements. The
Improvement Plans titled "10206 & 10208 Orange Avenue Frontage Improvement Plans",
prepared by CBG and dated October 1, 2020, are hereby incorporated into this Agreement by
reference.
NOW, THEREFORE, in consideration of the approval by City of the Development
Entitlement, City and Developer agree as follows:
Page 1 of 11
1. DEVELOPER'S OBLIGATION TO INSTALL IMPROVEMENTS
a. Completion of Improvements. Developer, at its own expense, shall furnish, install, and
construct all improvements required by the City Engineer pursuant to Chapter 14.04 of the
Cupertino Municipal Code, or as amended, in a good and workmanlike manner and as shown on
the Improvement Plans as approved by the City Engineer of Cupertino and in accordance with
existing ordinances and resolutions of the CITY and other applicable laws. The decision of the City
Engineer shall be final as to whether any material or workmanship meets the plans, specifications,
and standards as set forth.
b. Compliance with applicable laws and rules. Developer shall complete the Work in
accordance with the most current Standard Specifications of the Department of Public Works,
California Department of Transportation, State of California, and in accordance with the
specifications of the Cupertino Sanitary District where applicable. Wherever the words "State" or
"California Division of Highways" are mentioned in the State Specifications, it shall be considered
as referring to the City of Cupertino; also wherever the "Director" or "Director of Public Works" is
mentioned, it shall be considered as referring to the City Engineer. In case of conflict between the
State Specifications and the specifications of the CITY, and/or the Cupertino Sanitary District, the
specifications of the CITY and/or the Cupertino Sanitary District shall take precedence over and be
used in lieu of such conflicting portions. Developer shall acquire all necessary permits, including
an encroachment permit from the City of Cupertino Public Works Department, prior to beginning
work in the public right of way.
c. Repair and replacement of damaged public facilities. Developer shall, at its own expense,
repair or replace all public improvements, public utility facilities, surveying monuments and other
public facilities that are destroyed or damaged as a result of any work under this agreement.
Developer shall promptly notify the City Engineer of such damage and shall obtain the City
Engineer's approval of all repair and replacement of damaged facilities.
d. Developer's responsibility until City's acceptance. Until City accepts the Improvements,
Developer shall be responsible for the care and maintenance of such improvements and shall bear
all risks of loss or damage to the improvements. City shall not have any liability for any accident,
loss or damage to the Improvements prior to their completion and acceptance by City. City's
acceptance of the Improvements shall not constitute a waiver of any defects in the Improvements
or Developer's obligation to repair such defects as provided in section 8 of this Agreement.
2. TIME FOR INSTALLATION OF IMPROVEMENTS
a. Required time of completion. DEVELOPER shall install and complete the Improvements
within one (1) year from the date of execution of this AGREEMENT, or such longer period as
may be specifically authorized in writing by the City Engineer. In the event the DEVELOPER
fails or refuses to complete the Work within the specified period of time, the CITY, at its sole
option, shall be authorized to complete the Work in whatever manner the CITY shall decide.
In the event the CITY completes the Work, the CITY may recover any and all costs incurred
Page 2 of 11
thereby from the DEVELOPER or the DEVELOPER'S surety or both. No final inspection shall
be granted or street improvements shall not be accepted unless all the requirements for
safety purposes are installed, such as sidewalks, handicap ramps, street lights, etc.
3. DEDICATION OF EASEMENTS OR RIGHTS OF WAY
No dedication required.
4. QUITCLAIM DEED
DEVELOPER, when requested by the CITY, shall quitclaim all his/her rights and interests in, and
shall grant to CITY authorization to extract water from the underground strata lying beneath said
project. DEVELOPER agrees to execute a "Quitclaim Deed and Authorization" in favor of CITY,
when presented to him/her for signature.
5. SECURITY
a. Required Security. Prior to execution of this Agreement, Developer shall provide the following
security to City in a form acceptable to the City:
(1) Faithful performance. Security for faithful performance in the amount set forth in Part A
of Exhibit A, the SCHEDULE OF BONDS, FEES AND DEPOSITS, attachad-an-d-i.ncofrpar-ated--bY
r-eferenoe-a-s-Exl+iWt B. �,,' X
(2) Labor and Materials. Security for labor and materials in the amount set forth in Part B
of Exhibit A, the SCHEDULE OF BONDS, FEES AND DEPOSITS, attached a.nd--i-nc-or-porated-by-
r-eferenee as—E-xhi-b-it-C—.—. *vJ-�
b. Form of Security. Developer shall provide as security, bonds executed by a surety company
authorized to transact a surety business in the State of California and approved by the City as to
sufficiency. In the event that the DEVELOPER shall fail to faithfully perform the covenants and
conditions of this AGREEMENT, or to make any payment, or any dedication of land, or any
improvements herein required, the CITY shall call on the surety to perform this AGREEMENT or
otherwise indemnify the CITY for the DEVELOPER'S failure to do so.
In lieu of a surety bond, the DEVELOPER may elect to secure this AGREEMENT by depositing with
the CITY (1) Cash; (2) A cashier's check, or a certified check payable to the order of the City of
Cupertino; or (3) A certificate of deposit, or instrument of credit acceptable to the City and
meeting the requirements of Government Code Section 66499 (b) or (c). The amount of said cash,
checks, certificate of deposit, or instrument of credit shall be as designated by the City Engineer,
and shall be the equivalent to that which would have been required had the DEVELOPER furnished
the CITY with a faithful performance surety bond. In the event that the DEVELOPER shall fail to
faithfully perform the covenants and conditions of this AGREEMENT, or to make any payment, or
any dedication of land, or any improvements herein required, the CITY may apply the proceeds of
said security thereto.
Page 3 of I I
c. Release of Security. No release of surety bond, cash deposit, check or certificate of deposit shall
be made except upon approval of the Director of Public Works. Schedule for bond and insurance
release for paper bonds are as follows:
(1) Release of 90 percent of the faithful performance bond upon acceptance by the Director of
Public Works.
(2) Release of the remaining 10 percent of the performance bond at one year from acceptance
after all deficiencies have been corrected and in the absence of any claim against such bond.
(3) Release of the entire labor and material bond at six months from acceptance after all
deficiencies have been corrected and in the absence of any claim against such bond.
(4) Liability insurance, provided by the DEVELOPER to hold the CITY harmless in the event of
liability arising from the project, to be retired at the end of one year if all deficiencies have
been corrected and in the absence of any claim against such insurance.
6. PAYMENT OF REQUIRED FEES
a. Permits and licenses. Developer shall, at its sole expense, obtain all necessary permits and
licenses for the construction and installation of the Improvements, give all necessary notices, and
pay all fees required by City ordinance, including but not limited to the fees described in this
Agreement, and all taxes required by law.
b. Fees. Developer shall pay fees in the amounts set forth in Exhibit A, including but not limited to
the following, as required:
(1) Inspection Fees. DEVELOPER shall pay any and all necessary direct expenses for inspection,
checking, etc. incurred by CITY in connection with said Project, and that DEVELOPER shall
have deposited with CITY all such amounts prior to execution of this AGREEMENT. Should
construction cost vary materially from the estimate from which said sum is calculated, the
City Engineer shall notify DEVELOPER of any additional sum due and owing as a result
thereof.
(2) Storm Drainage Fee. DEVELOPER shall deposit with the CITY, prior to execution of this
AGREEMENT, a storm drainage charge in connection with the said Project in accordance
with the requirements established in Resolution 4422, March 21, 1977.
(3) Map Checking Fee. DEVELOPER shall deposit with CITY, prior to execution of this
AGREEMENT, for office checking of final map and field checking of street monuments, in
compliance with Section 4:1 of Ordinance No. 47 (Revised 12/04/61) of CITY.
(4) Park Fee. DEVELOPER shall pay such fees and/or dedicate such land to the CITY, prior to
execution of this AGREEMENT, as is required within Section 18-1.602, Park Land
Dedication, Cupertino Municipal Code. Park fees are calculated in accordance with action
adopted by the City Council on March 19, 1991 and Chapter 14.05 or Section 18-1.602 of
the Cupertino Municipal Code.
Page 4 of I 1
7. STREET TREE INSTALLATION
DEVELOPER shall fund the City for purchase and planting of street trees as deemed appropriate by
the City Engineer; or shall, at the discretion and at such time as deemed appropriate by the City
Engineer, plant street trees in conformance with the standards of the City of Cupertino. The
variety, number and location of trees are subject to City's prior approval.
8. MAINTENANCE AND WARRANTY
a. Developer guarantees and warrants the Improvements and agrees to remedy any defects,
damages, or imperfections in the Improvements arising from faulty or defective materials or
construction of the Improvements for a period of one year after City's acceptance of the
Improvements.
b. If, within the warranty period, the Improvements or any part of the Improvements fail to fulfill
any of the requirements of this Agreement or the Improvement plans and specifications,
Developer shall repair, replace or reconstruct any defective or otherwise unsatisfactory parts of
the Improvements without delay and at no cost to City. If (a) Developer fails to commence repairs
within thirty (30) days of the date of mailed written notice from City, or (b) City determines that
public safety requires repair before Developer can be notified, City may, at its sole option, perform
the required repair itself. Developer agrees to pay the cost of any repairs City performs pursuant
to this agreement and City may, at its option, recover that cost as a lien against Developer's
property.
9. SANITARY DISTRICT
DEVELOPER shall file with the CITY, upon execution of this AGREEMENT, a letter from the
Cupertino Sanitary District stating that the DEVELOPER has submitted plans for review by the
District and that sanitary sewers are available to serve all lots within said Project.
10. GOVERNMENT COSTS
DEVELOPER shall file with the CITY, upon execution of this AGREEMENT, substantial evidence that
all provisions of Section 66493, Article 8, Chapter 4 of the Government Code, pertaining to special
assessments or bonds, have been complied with.
11. UTILITIES
DEVELOPER shall pay to Pacific Gas and Electric Company, AT&T, and/or appropriate utility
companies, any and all fees required for installation of overhead and/or underground wiring
circuits to all electroliers within said property and any and all fees required for undergrounding as
provided in Ordinance No. 331 of CITY when the DEVELOPER is notified by either the City Engineer,
Pacific Gas and Electric Company, AT&T, or appropriate utility companies that said fees are due
and payable.
Page 5 of 11
12. EASEMENTS AND RIGHT-OF-WAY
Developer shall acquire any easement and right-of-way necessary for completion of the Project at
its own cost and expense. However, that in the event eminent domain proceedings are required,
the CITY for the purpose of securing said easement and right-of-way, DEVELOPER shall deposit
with CITY, a sum covering the reasonable market value of the land proposed to be taken and, to be
included in said sum, shall be a reasonable allowance for severance damages, if any. It is further
provided that in addition thereto, such sums as may be required for legal fees and costs,
engineering, and other incidental costs in such reasonable amounts as the CITY may require, shall
be deposited with the City of Cupertino.
13. HOLD HARMLESS AND INDEMNIFICATION
To the fullest extent allowed by law, DEVELOPER shall indemnify and hold harmless CITY, its City
Council, boards and commissions, officers, officials, agents, employees, servants, consultants and
volunteers (hereinafter, "Indemnitees") from and against any liability, loss, damage, expense, and
cost (including reasonable legal fees and costs of litigation or arbitration), resulting from injury to
or death of any person, damage to property, or liability for other claims, stop notices, demands,
causes of actions and actions, arising out of or in any way related to Developer's performance or
nonperformance of his/her duties under this Agreement, or from negligent acts or omissions or
willful misconduct of Developer, its agents, employees, contractors, or subcontractors. Developer
shall, at his/her own cost and expense, defend any and all claims, actions, suits or legal
proceedings that may be brought against the City or any of the Indemnitees (with council
acceptable to City) in connection with this Agreement or arising out of Developer's performance or
nonperformance of his/her duties and obligations hereunder, except to the extent any of the
foregoing is caused by the negligence or willful misconduct of the CITY or the CITY'S agents,
employees and independent contractors.
14. INSURANCE
Prior to commencing any of the Public Improvements or Work referenced in this Agreement,
DEVELOPER shall procure and maintain for the duration of the contract, insurance against claims
for injuries to persons or damages to property which may arise from or in connection with the
performance of the work hereunder by Developer, its contractor, agents, representatives,
employees or subcontractors.
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office (ISO) Form CG 00 01 covering CGL
on an "occurrence" basis, written on a comprehensive general liability form, and must include
coverage for liability arising from Developer's Contractors acts or omissions, including Contractor's
protected coverage, blanket contractual, products and completed operations, vehicle coverage
and employer's non -ownership liability coverage, with limits of at least $2,000,000 per occurrence.
Page 6 of 11
The CGL policy must protect against any and all liability for personal injury, death, property
damage or destruction, and personal and advertising injury. If a general aggregate limit applies,
either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or
25 04) or the general aggregate limit shall be twice the required occurrence limit.
a. Any available insurance proceeds broader than or in excess of the specified minimum
insurance coverage requirements and/or limits shall be made available to the Additional Insured
and shall be (1) the minimum coverage/limits specified in this agreement; or (2) the broader
coverage and maximum limits of coverage of any insurance policy, whichever is greater.
b. Additional Insured coverage under Developer's policy shall be "primary and non-
contributory" and shall be at least as broad as ISO CG 20 0104 13.
c. The limits of insurance required may be satisfied by a combination of primary and
umbrella or excess insurance, provided each policy complies with the requirements set forth in
this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision
that such coverage shall also apply on a primary and non-contributory basis for the benefit of City
before the City's own insurance or self-insurance shall be called upon to protect City as a named
insured.
2. Automobile Liability covering owned, hired, and non -owned autos, with limit no less than
$1,000,000 per accident for bodily injury and property damage.
3. Workers' Compensation: As required by the State of California, with Statutory Limits, and
Employer's Liability Insurance of no less than $1,000,000 per accident for bodily injury or disease.
If Developer maintains broader coverage and/or higher insurance limits, City will be entitled to
Developer's broader coverage and/or higher limits.
The City of Cupertino, its City Council, officers, officials, employees, agents, servants and
volunteers are to be covered as additional insureds on the CGL policy. Endorsement of CGL
coverage shall be at least as broad as ISO Form CG 20 10 1185 or if not available, through the
addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used.
For any claims related to this Agreement or the Work, Developer's insurance shall be "primary and
non-contributory" and at least as broad as ISO CG 20 0104 13 with respect to City, its officers,
officials, employees and volunteers, and shall not seek contribution from City's insurance. If the
limits of insurance are satisfied in part by Umbrella/Excess Insurance, the Umbrella/Excess
Insurance shall contain or be endorsed to contain a provision that such coverage shall also apply
on a "primary and non-contributory' basis for the benefit of City.
Each insurance policy must provide that coverage will not be canceled, except with 30 days' notice
to City. Each certificate of insurance must state that the coverage afforded by the policy is in force
and will not be reduced, cancelled or allowed to expire without at least 30 days advance written
notice to City, unless due to non-payment of premiums, in which case ten days advance written
Page 7 of 11
notice must be provided to City. Such notice must be sent to City via certified mail and addressed
to the attention of the City Manager.
Each required policy must include an endorsement providing that the carrier agrees to waive any
right of subrogation it may have against City. Further, Developer agrees to waive any rights of
subrogation which any of Developer's insurers may acquire from Developer by virtue of payment
of any loss. Developer agrees to obtain any endorsement that may be necessary to affect this
waiver of subrogation. The Workers' Compensation policy must be endorsed with a waiver of
subrogation in favor of the City for all work performed by Developer or Developer's Contractor, its
employees, agents and subcontractors.
Insurance must be issued by insurers licensed in the State of California and with an A.M. Best's
financial strength rating of "A VII" or better.
15. MAPS AND/OR IMPROVEMENT PLANS
Developer shall provide CITY with the following maps and/or plans at the DEVELOPER'S expense:
A. A mylar blackline of fully executed parcel map.
B. A scan in raster format of all executed improvement plans and map.
16. SUCCESSORS AND ASSIGNS -COVENANT RUNNING WITH THE LAND
This Agreement shall inure to the benefit of, and be binding upon the heirs, administrators,
successors, assigns and transferees of the Parties, and shall be recorded in the Office of the County
Recorder and constitute a covenant running with the land. Upon any sale or division of the
Property, the terms, covenants, conditions and restrictions of this agreement shall apply to each
parcel, and the owner or owners of each parcel shall succeed to the obligations imposed upon
developer by this Agreement.
17. FAILURE TO PERFORM
In the event developer fails to perform one or more of the covenants and conditions of this
agreement, City at its option shall have recourse to the security given to guarantee the
performance of such acts. City may, at its option, do or cause to be done, the acts required of
Developer and shall have recourse against as much of the security is necessary to discharge
Developer's responsibility. City shall also have recourse against developer for any and all amounts
necessary to complete the obligations of developer in the event that the security is insufficient to
pay such amounts. All administrative costs, including reasonable attorney's fees incurred by City in
addition to the costs of the improvements shall be proper charges against the security and
Developer.
Page 8 of 11
18. NOTICES
All notices, demands, requests or approvals to be given under this Agreement shall be given in
writing and conclusively shall be deemed served when delivered personally or on the second
business day after the deposit thereof in the United States Mail, postage prepaid, registered or
certified, addressed as hereinafter provided.
All notices, demands, requests, or approvals from Developer to City shall be addressed to City at:
City of Cupertino
10300 Torre Ave.
Cupertino CA 95014
Attention: Public Works Director
All notices, demands, requests, or approvals from City to Developer shall be addressed to
Developer at:
Thomas James Homes
255 Shoreline Drive, Suite 428
Redwood City, CA 94065
Attention: Gagan Kang
19. GOVERNING LAW AND ATTORNEY FEES
This Agreement shall be interpreted under, and enforced by the laws of the State of California
excepting any choice of law rules which may direct the application of laws of another jurisdiction.
The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and
regulations of the authorities having jurisdiction over this Agreement (or the successors of those
authorities.) Any suits brought pursuant to this Agreement shall be filed with the courts of the
County of Santa Clara, State of California.
If City sues to compel Developer's performance of this Agreement, or to recover damages or costs
incurred in completing or maintaining the work on the Improvements, Developer agrees to pay all
attorney's fees and other costs and expenses of litigating incurred by the City, even if Developer
subsequently resumes and completes the work.
20. RELATIONSHIP OF PARTIES
Neither Developer nor any of its contractors, employees or agents shall be deemed to be agents of
the City in connection with the Performance of Developer's obligations under this agreement.
21. SEVERABILITY
The provisions of this Agreement are severable. If any portion of this Agreement is held invalid by
a court of competent jurisdiction, the remainder of the agreement shall remain in full force and
effect.
Page 9of11
22. INTEGRATED AGREEMENT
This Agreement represents the full and complete understanding of every kind or nature
whatsoever between the parties hereto, and all preliminary negotiations and agreements of
whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be
held to vary the provisions hereof. Any modification of this Agreement will be effective only by
written execution signed by both City and Developer. All unchecked boxes do not apply to this
Agreement.
IN WITNESS WHEREOF, the Parties have caused this agreement to be executed by their respective,
duly authorized officers on the date listed above.
CITY OF CUPERTINO:
Approved as to form:
Heather Minner Roger ee
City Attorney Director of Public Works
Attach Notary acknowledgement
DEVELOPER:
SF19A, LLC, a California limited liability
company
L"" -WrAlm
onat an Tattersall
A rized Agent
Exhibits:
Exhibit A - Schedule of Bonds, Fees and Deposits
Exhibit-B.--F-aithful--Per-for-manee--B-onds- \04
-Exh-ibi-t C--L-abor--and-M-ater-ia-l-s-Bond-s
Page 10 of I 1
Exhibit A
SCHEDULE OF BONDS, FEES, AND DEPOSITS
Street Improvement Category:
PART A. Faithful Performance Bond:
$37,000.00
PART B. Labor and Material Bond:
$37,000.00
PART C. Checking and Inspection Fee:
$3,950.00
PART D. Storm Drainage Fee:
PART E. Street Tree Fee:
$402.00
Page 11 of 11
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A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to
which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California
County of Sox) Iv l a-eG
On 1 OI a 0_ 120."�0 before me,
personally appeared
A o�_ G o f
(Here insert name ano ti le of the officer)
Notary Public,
who proved to me on the basis of satisfactory evideohVsWtWexecuted
to be the ersonsa�whose nam6eentity
s/ e subscribed to
the within instrument and acknowledged to me that the same in t Ir authorized
capacity and that b hi /h�l�signaturesa'�'on the instrument the personK,or t upon behalf of
which the person/acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph
is true and correct.
WITNESS my hand and official seal.
94,f�&,�C(_
Signature of Notary Public
ALINA COCA
Notary Public • California
10MY
Sin Mateo County
Commission # 2332961
Comm. Expires Sep 1, 2024 r
(Notary Seal)
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document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California
County of O e� G/tiY-cl
On L-A i0IZK-) before me, lt'11c/1rl n� L, �)0{et�l/� Pl.cOl f(L'
Date Here Insert Name and Title of the Officer
personally appeared L �e
Naml of Signer(41
who proved to me on the basis of satisfactory evidence to be the person whose name(s) is/�
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Notary Public - California Z
LLN"
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❑ Corporate Officer — Title(s):
❑ Partner — ❑ Limited ❑ General
❑ Individual ❑ Attorney in Fact
❑ Trustee ❑ Guardian or Conservator
❑ Other:
Signer Is Representing:
02016 National Notary Association - www.NationalNotary.org - 1-800-US NOTARY (1-800-876-6827) Item #5907