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HomeMy WebLinkAboutReso 183-05 QuarryLaneSchlRdImp RESOLUTION NO. 183 - 05 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN * * * * * . . * * APPROVING THE IMPROVEMENT AGREEMENT FOR QUARRY LANE SCHOOL OFF-SITE TASSAJARA ROAD IMPROVEMENTS WHEREAS, Quarry Lane School has executed and filed with the City of Dublin an Improvement Agreement to install roadway improvements on Tassajara Road along the school ITontage, and in conformance with the improvement plans and the specifications attached thereto; and WHEREAS, said Improvement Agreement is secured by a bond in the amount of $1,100,000 (Bond No. 103321322) issued by SI. Paul Fire and Marine Insurance Company, conditioned upon faithful performance of said Agreement; and WHEREAS, said Improvement Agreement is secured by a bond in the amount of $1,JOO,OOO (Bond No. 103321322) issued by St. Paul Fire and Marine Insurance Company, conditioned upon payment for labor performed or material furnished under the terms of said Agreement; NOW, THEREFORE, BE IT RESOLVED that said Agreement and bonds are hereby approved. BE IT FURTHER RESOLVED that the City Manager is hereby authorized by the City Council to execute the Improvement Agreement, attached hereto as Exhibit "A". PASSED, APPROVED AND ADOPTED this 20th day of September, 2005. A YES: Co unci I members Hildenbrand, McCormick, Oravetz and Zika, and Mayor Lockhart NOES: None ABSENT: None ABSTAIN: None AT~: ti\lJ\~ .. Fawn olman, City Clerk O:\cÇ-M-rGS\200~< tr3\Sept\09-20-!)~\reoo 183~)5 quarry lone.npr agmt.doc (11= 4.13) Page 1 of J -- CITY OF DUBLIN IMPROVEMENT AGREEMENT OFF-SITE IMPROVEMENTS FOR TASSAJARA ROAD ASSOCIATED WITH QUARRY LANE SCHOOL, PHASE II This Agreement ("Agreement") is made and entered into this 20th day of September, 2005, by and among the City of Dublin, a municipal corporation (hereinafter referred to as "CITY"), Quarry Lane School, (hereinafter referred to as "SCHOOL"), and Vila Construction (hereinafter referred to as "CONTRACTOR") (SCHOOL and CONTRACTOR are hereinafter referred to collectively as "DEVELOPER"). RECITALS WHEREAS, SCHOOL is the owner of certain land within the City of Dublin. The City has approved the development of a school expansion that requires the construction of the improvements that are the subject of this Improvement Agreement. CONTRACTOR is SCHOOL's general contractor that SCHOOL proposes to use to construct the improvements. WHEREAS, it has been determined by the City Council of the City of Dublin, State of California, that DEVELOPER, desires to improve and dedicate certain public improvements (hereafter "The Improvements") as shown, in accordance with the requirements and conditions set forth within the City of Dublin PlannIng Commission Resolution No. 04-46 (PA 99-064), adopted on May 25, 2004, and those certain plans and specifications for said development submitted to the City on July 18, 2005 and currently under review by the City Engineer, and subject to such revisions as may be made to the plans prior to approval, as (jCJ'/,~) follows: 1-1_ / " ./ / O'V 7l::'"C.~Ar'<:rI' . . /,,'--'" /ÍB¡I(¡,.,'..i?>.'..,_- · "Phase /I Exoansion.lnterim Road Imorovement, The Quarry Lane School" (14 r _ - Sheets: 1- 14), prepared by Eichleay Engineers, Inc. of California. . 'Traffic Signal Installation on Tassajara Road and Quarry Lane School" (5 Sheets: Sheets 15) prepared by Abrams Associates. Said plans are now on file in the office of the Public Works Director/City Engineer, and are hereby referred to for a more definite and distinct description of the work to be performed under this Agreement as though set forth at length herein; and WHEREAS, CITY has determined that The Improvements are a public works project subject to California prevailing wage requirements: WHEREAS, DEVELOPER intends to satisfactorily complete The Improvements within the time hereinafter specified, and CITY intends to accept DEVELOPER's offer(s) of dedication of right-of-way and The Improvements in consideration for DEVELOPER's satisfactory performance of the terms and conditions of this Agreement: IMPROVEMENT AGREEMENT G:\DEVELOP\Quarry Lane School\lmprovernent AgreemenCoffsite and gradlng.DOC pag.1 of 11 July 19, 2005 NOW, THEREFORE, in consideration of the mutual promises, conditions and covenants herein contained, the parties agree as follows: Section 1. Completion Time. DEVELOPER will commence construction of The Improvements within one hundred eighty (180) days following the date on which CITY executes this Agreement. DEVELOPER shall complete The Improvements no later than two years following execution of this Agreement or not later than September 20, 2007. The commencement of construction and/or the September 20, 2007 deadline may be extended in the event of Force Majeure (as hereinafter defined) for a period of time equal to the time period commencing with CITY'S receipt from DEVELOPER of a written notice describing the event of Force Majeure until the Force Majeure is no longer occurring. "Force Majeure" shall mean only war, insurrection, acts of terrorism, strikes, lockouts, riots, floods, earthquakes, fires, casualties, acts of God, acts of the public enemy, epidemics, quarantine restrictions, freight embargoes, lack of transportation, or unusually severe weather. City agrees to process requests from DEVELOPER which pertain to The Improvements in an expeditious manner so that The Improvements may be completed within the time period specified in this Section. Upon completion, DEVELOPER shall furnish CITY with a complete and reproducible set of final as-built plans of The Improvements, including any authorized modifications. Section 2. Estimated Cost of Irnprovements. For purposes of this Agreement, the estimated cost of constructing The Improvements is agreed to be One Million and One Hundred Thousand Dollars ($1,100,000.00). Section 3. Bonds Furnished. Concurrently with the execution of this Agreement, DEVELOPER (or either SCHOOL or CONTRACTOR) shall furnish CITY with the following security in a form reasonably satisfactory to the CITY Attorney: a. Faithful Performance. Either a cash deposit, a corporate surety bond issued by a company duly and legally licensed to conduct a general surety business in the State of California, or an instrument of credit equivalent to one hundred percent (100%) of the estimate set forth in Section 2 and sufficient to assure CITY that The Improvements will be satisfactorily completed. b. Labor and Materials. Either a cash deposit, a corporate surety bond issued by a company duly and legally licensed to conduct a general surety business in the State of California, or an instrument of credit equivalent to one hundred percent (100%) of the estimate set forth in Section 2 and sufficient to assure CITY that DEVELOPER'S contractors, subcontractors, and other persons furnishing labor, materials, or equipment shall be paid therefor. IMPROVEMENT AGREEMENT G;\DEVELOP\Ql,.larry L.ane School\lmprovement Agreement_ofFslte and grading. DOC Page2of11 July 19, 2005 CITY shall be the sole indemnitee named on any instrument required by this Agreement. Any instrument or deposit required herein shall conform to the provisions of Chapter 5 of the Subdivision Map Act. Section 4. Insurance Required. Prior to the commencement of work under this Agreement, DEVELOPER shall obtain or cause to be obtained and filed with the CITY, all insurance required under this Section, and such insurance shall have been reasonably approved by the Administrative Services Director of CITY, or designee, as to form, amount and carrier. Prior to the commencement of work under this Agreement, DEVELOPER's general contractor shall obtain or cause to be obtained and filed with the Administrative Services Director, all insurance required under this paragraph, and such insurance shall have been approved by the Administrative Services Director of CITY, as to form, amount and carrier, which approval shall not be unreasonably withheld, conditioned or delayed, DEVELOPER shall not allow any contractor or subcontractor to commence work on this contract or subcontract until all insurance required for DEVELOPER and DEVELOPER's general contractor shall have been so obtained and approved, Said insurance shall be maintained in full force and effect until the completion of work under this Agreement and the final acceptance thereof by CITY, All requirements herein provided shall appear either in the body of the insurance policies or as endorsements and shall specifically bind the insurance carrier. a. Minimum Scope of Insurance. Coverage shall be at least as broad as: (i) Insurance Services Office form number GL 0002 (Ed, 1/73) covering comprehensive Generalliabilitv and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive GeneralUability; or Insurance Services Office Commercial General Liability coverage ("occurrence" form CG 0001.) (ii) Insurance Services Office form number CA 0001 (Ed. 1/78) covering Automobile liability, code 1 "any auto" and endorsement CA 0025. (iii) Workers' Compensation insurance as required by the Labor Code of the State Of California and Employers Liability Insurance. b. Minimum Limits of Insurance. OWNER shall maintain limits no less than: (i) General Liabilitv: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. If cornrnercial General Liability Insurance or other form with a general aggregate limit is used, either the general IMPROVEMENT AGREEMENT Pago 3 of 11 C:\Documents :and Settlngs,\rich\LoCa1 Setting$\'temporary Interl"tl:!t FII$$\OLKAA\lmprovement Ägr&ellmentoffslte and grading. DOC JII!\J 1~ ::'1M!; aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. (ii) Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. (iii) 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-Insurance Retentions. Any deductibles or self~ insured retentions must be declared to and approved by the CITY. At the option of the CITY, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the CITY, its officers, officials and employees; or the DEVELOPER shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. d. Other Insurance Provisions. The policies are to contain, or be endorsed to contain, the following provisions: (i) General Liabilitv and Automobile Liability CoveraQes, (a) The CITY, its officers, agents, officials, employees and volunteers shall be named as additional insureds as respects: liability arising out of activities performed by or on behalf of the DEVELOPER; products and completed operations of the DEVELOPER; premises owned, occupied or used by the DEVELOPER; or automobiles owned, leased, hired or borrowed by the DEVELOPER. The coverage shall contain no special limitations on the scope of the protection afforded to the CITY, its officers, officials, employees or volunteers. (b) The DEVELOPER's insurance coverage shall be primary insurance as respects the CITY, its officers, officials, employees and volunteers. Any insurance or self- insurance maintained by the CITY, its officers, officials, employees or volunteers shall be excess of the DEVELOPER's insurance and shall not contribute with it. (c) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the CITY, its officers, officials, employees or volunteers, IMPROVEMENT AGREEMENT Page 4 of' 1 C:\Oocuments and SoItlngs\riohlLocol Settings\Tomporary Intomol FII..IOLKAAllmprovemont Agr""monCofr.it. ond grodlhg.DOC .llIlv1~ ?nnfi. (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, (ii) Workers' Compensation and Employers Liability Coveraqe. The insurer shall agree to waive all rights of subrogation against the CITY, its officers, officials, employees and volunteers for losses arising from work performed by the DEVELOPER for the CITY. (iii) All Coveraqes. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, cancelled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the CITY. (a) Acceptability of Insurers, Insurance is to be placed with insurers with a Best's rating of no less than AVII. (b) Verification of CoveraQe, DEVELOPER shall furnish CITY with certificates of insurance effecting coverage and endorsements required by this clause, The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements are to be received and approved by the CITY before work commences. The CITY reserves the right to require complete copies of all required insurance policies, at any time. (c) Subcontractors. DEVELOPER and/or DEVELOPER 'g general contractor shall include all subcontractors as additional insureds under its policies or shall obtain separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. Section 5, Work Performance and Guarantee. Except as otherwise expressly provided in this Agreement, and excepting only items of routine maintenance, ordinary wear and tear and unusual abuse or neglect, DEVELOPER guarantees all work executed by DEVELOPER andlor DEVELOPER's agents, and all supplies, materials and devices of whatsoever nature incorporated in, or IMPROVEMENT AGREEMENT Pogo 5 of 11 C:\Documents and Settings\rich\Local Settings\Temporary Internet Flles\OlKAA\lmprovement Agreement.offsite and grading. DOC .Jlllv 1 ~ ?f1O~ attached to the work, or otherwise delivered to CITY as a part of the work pursuant to the Agreement, to be free of all defects of workmanship and materials for a period of one (1) , year after initial acceplance of the entire work by CITY, After written notice to DEVELOPER from CITY, DEVELOPER shall repair or replace any or all such work or material, together with all or any other work or materials which may be displaced or damaged in so doing, that may prove defective in workmanship or material within said one- year guarantee period without expense or charge of any nature whatsoever to CITY. DEVELOPER further covenants and agrees that when defects in design, workmanship and materials actually appear during the one-year guarantee period, and have been corrected, the guarantee period shall automatically be extended for the corrected items for an additional year to insure that such defects have actually been corrected, In the event the DEVELOPER shall fail to commence compliance with the conditions of the foregoing guarantee within thirty (30) days time or such longer time period as agreed to in writing by the City Engineer, after being notified of the defect in writing, and, thereafter with due diligence and dispatch diligently prosecute such compliance to completion, which shall in no event exceed ninety (90) days, CITY shall have the right, but shall not be obligated, to repair or obtain the repair of the defect, and DEVELOPER shall pay to CITY on demand all costs and expense of such repair. Notwithstanding anything herein to the contrary, in the event that any defect in workmanship or material covered by the foregoing guarantee results in a condition which constitutes an immediate hazard to the public health, or safety CITY shall have the right to immediately repair, or cause to be, repaired, such defect, and DEVELOPER shall pay to CITY on demand all reasonable costs and expense of such repair, provided that CITY has first furnished DEVELOPER with evidence reasonably satisfactory to DEVELOPER that CITY has incurred such costs and expenses and that the claimed costs and expenses have been or will be paid by CITY. The foregoing statement relating to hazards to health and safety shall be deemed to include either temporary or permanent repairs which may be required as determined in the reasonable discretion and judgment of CITY. If CITY, at its sole option, makes or causes to be made the necessary repairs or replacements or performs the necessary work at such time as CITY is herein entitled to perform such repair, replacement or work, DEVELOPER shall pay, in addition to actual costs and expenses of such repair or work, twenty-five percent (25%) of such costs and expenses for overhead and interest at the maximum rate of interest permitted by law accruing thirty (30) days from the date of billing for such work or repairs, provided that CITY has first furnished DEVELOPER with evidence reasonably satisfactory to DEVELOPER that CITY has incurred such costs and expenses of such repairs or work and that the claimed costs and expenses have been orwill be paid by CITY. In no event shall DEVELOPER or its surety be liable for consequential or special damages under this Agreement, or for damage due to casualty, condemnation, or the negligence of CITY, or its agents, employees or other representatives. Section 6, Inspection of the Work, IMPROVEMENT AGREEMENT Page 6 of 11 C:\OOGume:nts and SettingS\rich\Local Settings\Temporary Internet. FIIØ$\OlKAA \Inlprovement Agreement~ offsite and grading. DOC .lIlIv H~ ?fins During times that construction activity is occurring, DEVELOPER shall permit reasonable access to CITY through its City Engineer and designated representatives as needed for the safe and convenient inspection of the work throughout its construction. Said CITY representative shall have the authority to reject all materials and workmanship which are not in accordance with the plans and specifications, and all such materials and or work shall be removed promptly by DEVELOPER and replaced to the satisfaction of CITY without any expense to CITY in strict accordance with the Irnprovements plans and specifications, Section 7. Aareement Assianment. DEVELOPER shall not assign this Agreement without the written consent of the City Manager of CITY, which consent shall not be unreasonably withheld. Section 8, Abandonment of Work. Neither DEVELOPER nor any of DEVELOPER's agents or contractors are or shall be considered to be agents of CITY in connection with the performance of DEVELOPER's obligations under this Agreement. If DEVELOPER refuses or fails to obtain prosecution of the work, or any severable part thereof, with such diligence as will insure its completion within the time specified, or any extension thereof and such refusal or failure continues after five (5) business days' written notice to DEVELOPER, or if DEVELOPER fails to obtain completion of said work within such time, or if DEVELOPER should be adjudged as bankrupt, or should make a general assignment for the benefit of DEVELOPER's creditors, or if a receiver should be appointed for,DEVELOPER and not removed within forty-five (45) days of the receiver's appointment, or if DEVELOPER, or any of DEVELOPER's contractors, subcontractors, agents or employees should violate any of the provisions of this Agreement, and such violation is not cured within five (5) business days' after written notice to DEVELOPER, the CITY through its City Engineer may serve written notice on DEVELOPER and DEVELOPER 's surety or holder of other security of breach of this Agreement, or of any portion, thereof, and default of DEVELOPER.,Notwithstanding the preceding provisions of this Section 8, if the nature of such refusal, failure or violation by DEVELOPER is such that it cannot reasonably be cured within such five (5) business day period, DEVELOPER shall not be in breach or default under this Agreement so long as DEVELOPER shall within such five (5) business day period commence with due diligence and dispatch to cease such refusal or violation or to cure such failure and thereafter diligently prosecute the same with due diligence and dispatch to completion. In the event of any such notice of breach of this Agreement, DEVELOPER's surety shall have the duty to take over and complete The Improvements herein specified; provided, however, that if the surety, within thirty (30) days after the serving upon it of such notice of breach, does not give CITY written notice of its intention to take over the performance of this Agreement, and does not commence performance thereof within thirty (30) days after notice to CITY of such election, CITY may take over the work and prosecute IMPROVeMENT AGREeMENT Poge 7 of 11 C:\Docum@nt$and Settlng5\rich\local Settings\Temporary Internet Files\OLKAA\lmprovement Agreem@ntoff$ite and grlilding.DOC ,rlll\l1~ ?'t"JOS the same to completion, by contract or by any other method CITY may deem advisable, for the account and at the expense of DEVELOPER and DEVELOPER's surety shall be liable to CITY for any damages and/or reasonable and documented excess costs occasioned by CITY thereby; and, in such event, CITY, without liability for so doing, may take possession of, and utilize in completing the work, such materials, appliances, plant and other property belonging to DEVELOPER as may be on the site of the work and necessary therefor. Section 9. Notices All notices herein required shall be in writing, and delivered in person or sent by registered mail, postage prepaid. Notices required to be given to CITY shall be addressed as follows: Melissa Morton Public Works Director City of Dublin 100 Civic Plaza Dublin, CA 94568 Notices required to be given to DEVELOPER shall be addressed as follows: Quarry Lane School. Attention: Dr. Sabri Arac, President 6363 Tassajara Road Dublin, CA 94568 and Vila Construction Attention: Richard Vila 590 33'" Street Richmond, CA 94804 Notices required to be given surety of DEVELOPER shall be addressed as follows: Company Name: ACORDIA Attention: DICK HASS Street Address: 45 FREMONT STREET SUITE 800 City: SAN FRANCISCO , State: CA , Zip Code: 9/<105 Any party or the surety may change such address by notice in writing to the other IMPROVEMENT AGREEMENT Page e of 11 C:\Document5 and Settings\ric.h\L.ocal Setting5\Temporary Internet Files\OLKAA\lmprovement Agreement~off$jte and grading.DOC ,llIlv 1Q ?nn~ party and thereafter notices shall be addressed and transmitted to the new address, Section 10. Use of Streets or Improvements. At all times prior to the final acceptance of the work by CITY, the use of any or all streets and improvements within the work to be performed under this Agreement shall be at the sole and exclusive risk of DEVELOPER. DEVELOPER agrees that CITY's Building Official may withhold the issuance of building or occupancy permits when the work or its progress may substantially and/or detrimentally affect public health and safety. Section 11. Safetv Devices, DEVELOPER shall provide and maintain such guards, watchmen, fences, barriers, regulatory signs, warning lights, and other safety devices adjacent to and on the site of The Improvements as may be necessary to prevent accidents to the public. DEVELOPER shall furnish, place, and maintain such lights as may be necessary for illuminating the said fences, barriers, signs, and other safety devices. At the end of all work to be performed under this Agreement, all fences, barriers, regulatory signs, warning lights, and other safety devices (except such safety items as may be shown on the plans and included in the items of work) shall be removed from site of the work by the DEVELOPER, and the entire site left clean and orderly, Section 12. Acceptance of Work and Riaht-of-Wav, Upon notice of the completion of The Improvements and the delivery of a set of final as-built Mylar plans with electronic file to CITY by DEVELOPER, CITY, through its City , Engineer or designated representative, shall examine the work without delay, and, if found to be in substantial accordance with said plans and specifications and this Agreement, shall recommend acceptance of the work to the City Council and, upon such acceptance, shall notify DEVELOPER or designated agents of such acceptance subject to Section 5 above. Section 13, Patent and Copvrioht Costs. In the event that said plans and specifications require the use of any material, process or publication which is subject to a duly registered patent or copyright, DEVELOPER shall be liable for, and shall indemnify CITY from any fees, costs or litigation expenses, including attorneys' fees and court costs, which may result from the use of said patented or copyrighted material, process or publication. Section 14. Alterations in Plans and Specifications, Any alteration or alterations made in the plans and specifications which are a part of this Agreement or any provision of this Agreement 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. IMPROVEMENT AGREEMENT Page 9 or 11 C:\Document. and Sattingolri<h\Loc.1 Settingo\Temporary Intemet Flle5\OLKAA~rnpro,ementAgreement_offsita and grading.DOC Jlllv 1!& .,nM Section 15. Liabilitv. a. DEVELOPER Primarilv Liable. DEVELOPER hereby warrants that the design and construction of The Improvements will be performed in a proper manner. DEVELOPER agrees to indemnify, defend, release, arid save harmless CITY, and each of its elective and appointive boards, commissions, officers agents and employees, from and against any and all loss, claims, suits, liabilities, actions, damages, or causes of action of every kind, nature and description, directly or indirectly arising from an act or omission of DEVELOPER (for which performance was an obligation of DEVELOPER hereunder), its employees, agents, or independent contractors in connection with DEVELOPER'S actions and obligations hereunder, subject in each instance to the provisions of the last paragraph of Section 5 above; provided as follows: (i) That CITY does not, and shall not, waive any rights against DEVELOPER which it may have by reason of the aforesaid hold harmless agreement, because of the acceptance by CITY, or the deposit with CITY by DEVELOPER, of any of the insurance policies described in Section 4 hereof, (ii) That the aforesaid hold harmless agreement by DEVELOPER shall apply to all damages and claims for damages of every kind suffered, or alleged to have been suffered, by reason of any of the aforesaid events referred to in this paragraph, regardless of whether or not CITY has prepared, supplied, or approved of plans and/or specifications for the subdivision, or regardless of whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages, b. Desicn Defect. If, in the opinion of the CITY, a design defect in The Improvements becomes apparent during the course of construction, or within one (1) year following acceptance by the CITY of The Improvements, and said design defect, in the opinion of the CITY, may substantially impair the public health and safety, OWNER shall, upon order by the CITY, correct said design defect at OWNER's sole cost and expense, and the sureties under the Faithful Performance and Labor and Materials Bonds shall be liable to the CITY for the corrective work required. c. Litiqation Expenses. In the event that legal action is instituted by either party to this Agreement, and said action seeks damages for breach of this Agreement or seeks to specifically enforce the terms of this Agreement, and, in the event judgment is entered in said action, the IMPROVEMENT AGREEMENT Paga 10 of 11 C:\Qocuments and Sl!'ttlng$\tIch\Local Settings\TemporAry Intl!!lrnet FIIE!6\OI.KAA\lrnpro'iement AgreamenCoffsite and gradlng,DOC .Jlllu1P ?m!"i prevailing party shall be entitled to recover its reasonable attorneys' fees and court costs, If CITY is the prevailing party, CITY shall also be entitled to recover its reasonable attorney's fees and costs in any action against DEVELOPER's surety on the bonds provided under Section 3. d, Limitation of DEVELOPER'S Liabilitv. Notwithstanding anything to the contrary in this Agreement, DEVELOPER'S liability under this Agreement shall not exceed the amount of the surety bonds furnished to CITY under Section 3 of this Agreement. Section 16. Indemnification and Waiver. DEVELOPER shall defend CITY, its officers, employees and officials, against any claims or actions (including declaratory or injunctive relief) concerning DEVELOPER's construction of The Improvements and shall indemnify and hold CITY harmless from any damages, charges, fees or penalties that may be awarded or imposed against CITY and/or DEVELOPER in connection with, or on account of CITY's failure to enforce or comply with any applicable laws, Section 17, Recitals. The foregoing Recitals are true and correct and are made a part hereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in triplicate at Dublin, California, the day and year first above written, CITY: CITY OF DUBLIN SCHOOL: Quarry Lane School . !t]¡J}/VI # J) ~ By: ~- If- ~ ""':'" By:~M1Jaò(f ~ o,~ ~~f I ~I\"J c:..J4 f'I\µI(l..~ ~ , fI" It r- C Date: q l2:f../ 0\ Typed or Printed Name f'rt-þ".>,.. <: ""t- Title ATTEST: By: ,~~~ I<a) Ikwt-.., City Clerk T~' Hot"""-,,, IMPROVEMENT AGREEMENT Poge 11 of 11 C:\Document5 and Settings\rich\Local Settings\TeH1fX,Jt'ary Internet Files\OlKAA\Improvement Agreem8nt~offslte ~nd grading. DOC ,11th, 1q ?ÍlOfÎ ~{If(}r- Date CONTRACTOR: Date: VILA CONSTRUCTION .....---2 , By: / «~4 , ? Richard H. Vila Typed or Printed Name President Title 7/28/05 Date IMPROVEMENT AGREEMENT Pag.12 of 11 C:\Docurnent. and Sottlng.'rloh\Local Setting.\Tomporary Intomet Files\OLKAA~mprov.m.nt Agreement_oftslt. and grnding,OOC .hllv1Q ?OO!;