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HomeMy WebLinkAboutItem 4.12 TDADubRanTr7148 CI'TY CLERK File # 600-60 AGENDA STATEMENT CI'TY COUNCI'L MEETING DATE: August 5, 2003 SUBJECT: Amendment to Tract Developer Agreement and Acceptance of Rough Grading, Street Improvements, and Traffic Signals for Tract 7148, Dublin Ranch, Areas F, G, and H (Toll-Dublin, LLC) Report Prepared by: Lee S. Thompson, Public Works Director ATTACHMENTS: 1) Resolution 2) Original Tract Developer Agreement for Tract 7148 3) Location Map RECOMMENDATION: 1) Adopt the Resolution amending the Tract Developer Agreement, and Accepting the Rough Grading, Street  Improvements, and Traffic Signals for Tract 7148, Dublin Ranch Areas F, G, and H (Toll-Dublin, LLC) FINANCIAL STATEMENT: The remaining landscaping work to be performed by Toll-Dublin, LLC, will continue to be guaranteed by Performance Bonds in the amounts of $189,600, $206,600, $201,200, and $354,200 for a total of $951,600, and Labor and Materials Bonds in the amounts of $94,800, $103,300, $100,600, and $177,100 for a total of $475,800. Toll-Dublin, LLC, has also provided a Maintenance Bond in the amount of $753,377 to replace the Performance and Labor and Materials Bonds that guaranteed the rough grading, street improvements, and traffic signals. Said Maintenance Bond will guarantee against defects for one year. Once these improvements have been accepted, the. City will incur maintenance and street sweeping costs for Central Parkway, Dublin Boulevard, Finnian Way, Maguire Way, Keegan Street, Brannigan Street and Chancery Lane. Street light maintenance costs will be paid by the Street Light Maintenance Assessment District No. 99-1. Maintenance of median island landscaping on Central Parkway, Dublin Boulevard and Keegan Street will be paid by the City. Maintenance of frontage landscaping along Central Parkway, Dublin Boulevard, Finnian Way, Maguire Way, Keegan Street, Brannigan Street and Chancery Lane will be paid by the owners of property along these frontages. COPIES TO: H. Jon Paynter, Toll-Dublin, LLC ~,D ITEM NO. G:\DEVELOP\Dublin RanchkAreas GkArea G Tract 7148kAgstacpt amend tr dev agmt_7148.doc DESCRIPTION: Dublin Ranch, Areas F, G and H (Tract 7148) are located in the Eastern Dublin Specific Plan area north of Dublin Boulevard, south of Central Parkway, west of Keegan Street and east of Brannigan Street. Tract 7148 consists of medium to high density residential lots, village commercial center, neighborhood square, and City neighborhood park which has been named Bray Commons. This property was originally subdivided by DR Acquisitions II, LLC, via Final Tract Map 7148 that was approved by the City Council with Resolution No. 5-01 on January 16, 2001. Conditions of Approval for Tract 7148 required the developer, DR Acquisitions II, LLC, to design and construct public street improvements for Dublin Boulevard, Central Parkway, Keegan Street, Brannigan Street, Chancery Lane, Finnian Way, and Maguire Way. In addition, the developer was required to install or fimd the installation of traffic signals at the following intersections: Dublin Boulevard at Brannigan Street Central Parkway at Brannigan Street Dublin Boulevard at Keegan Street Central Parkway at Keegan Street As part of the Tract Map approval, the City and DR Acquisitions II entered into a Tract Developer Agreement...regarding Tract 7148 (Areas E [portion], F, G, and H, Dublin Ranch) on January 16, 2001. On February 8, 2001, DR Acquisition II's obligations were transferred to Toll-Dublin, LLC, via an Assignment of Tract Developer Agreement approved by the City Manager. As part of the assignment, Toll-Dublin provided bonds in amounts totaling $7,371,158.00 (Peformance Bonds totaling $4,914,105 and Labor and Materials Bonds totaling $2,457,053) to guarantee the work governed by the original agreement. With the following exceptions, the work governed by the agreement is now complete to the City Engineer's satisfaction: · The final lift of asphalt concrete pavement for the south side (eastbound lanes) of Dublin Boulevard and for the north side (westbound lanes) of Central Parkway will be installed when the properties that abut these street segments are developed in the future as per a Memorandum of Understanding dated June 7, 2001, which clarified the Area G Conditions of Approval. Each developer who installs the final lift will be eligible for fee credits from the Eastern Dublin Traffic Impact Fee Program. · The public sidewalks and streetscape landscaping along the frontages of Parcels 2, 4, 5, and 6 will be constructed with each of the four condominium projects (Tracts 7324, 7325, 7326, and 7327) that are currently under construction. The City Engineer agreed to delay these improvements because of the potential for damage during construction of the condominiums. The original Performance and Labor and Materials Bonds to guarantee this construction will remain in full force and effect. The public sidewalks and streetscape landscaping along the frontage of City- owned Parcel 7 will be constructed in the future by the City as part of Bray Commons Neighborhood Park, with funding from Toll-Dublin, LLC. A temporary asphalt concrete sidewalk along the Central Parkway and Dublin Boulevard frontages of Parcel 3 (Town Center) has been installed. The permanent sidewalk and streetscape landscaping as per the condition of approval for Area G will be constructed when Parcel 3 is developed in the future. Page 2 :~i~;7) The installation of traffic signals at the intersections of Dublin Boulevard and Keegan Street and at Central Parkway and Keegan Street will be deferred until Dublin Boulevard and Central Parkway are extended in the future. DR Acquisitions II has agreed per their letter dated July 7, 2003, to construct and fund 100% of the future costs for these signals as part of the Fairway Ranch Development. · Landscaping improvements associated with the tract are still currently under construction. Toll- Dublin has requested that the governing Tract Developer Agreement be amended to reflect the City's acceptance of the rough grading, street improvements, and traffic signals, and to show Toll- Dublin, LLC's continuing obligation for the remaining landscaping. Section 3 of the governing Tract Developer Agreement required the developer to furnish security with a value of $7,371,158.00 to guarantee construction of the required improvements. When this agreement was assigned to Toll-Dublin, surety bonds were posted in this total amount (Performance Bonds totaling $4,914,105 and Labor and Materials Bonds totaling $2,457,053). Toll-Dublin has now completed the rough grading, street improvements, and traffic signals guaranteed by bonds totaling $5,943,758.00, and has requested that the agreement be amended to reflect a reduced total security mount of $1,427,400.00 which is sufficient to guarantee the remaining landscaping work. The original Performance Bonds with amounts totaling $951,600 and Labor and Materials Bonds with amounts totaling $475,800 will remain in effect until the agreement terminates on January 16, 2004, or is subsequently released or amended. The following regulatory traffic control devices will be accepted and approved as part of this project and added to the City of Dublin Traffic Code: A. Brannigan Street is designated as a "Through Street" (Traffic Code Chapter 6.08). B. "No Parking at Anytime" restriction has been installed on both sides of Brannigan Street between Dublin Boulevard and Central Parkway (Traffic Code Chapter 6.04.250). C. Stop control devices have been installed on all approaches for the intersections of Brannigan Street/Finnian Way, Finnian Way/Keegan Street and Keegan Street/Maguire Way, on the northerly approach of Chancery Lane at Central Parkway, on the southerly approach of Chancery Lane at Finnian Way, and on the northerly approach of Maguire Way at Finnian Way (Traffic Code Section 6.04.070). Toll-Dublin provided Performance Bonds in amounts totaling $3,809,505.00 ($3,013,505.00 for street improvements, $616,000 for rough grading, and $180,000 for traffic signals), and Labor and Materials Bonds in amounts totaling $1,904,753.00 ($1,506,753 for street improvements, $308,000 for rough grading, and $90,000 for traffic signals) to guarantee performance of the work. Now that this work is complete, these bonds may be released in accordance with the authority contained in §66499.7 of the Government Code, and replaced with a Maintenance Bond in an amount necessary to guarantee the work for a one-year period following acceptance. The developer has provided a Maintenance Bond in the amount of $753,377, which is sufficient to guarantee the improvements for a one-year period after acceptance. Staff recommends that the City Council adopt the Resolution approving an amendment to the Tract Developer Agreement, and accepting the rough grading, street improvements, and traffic signals for Tract 7148, Dublin Ranch Areas F, G, and H, approving the regulatory traffic control devices. Page 3 '~©-~i: RESOLUTION NO. - 03 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN APPROVING AN AMENDMENT TO THE TRACT DEVELOPER AGREEMENT, AND ACCEPTING ROUGH GRADING, STREET IMPROVEMENTS, AND TRAFFIC SIGNALS FOR TRACT 7148, DUBLIN RANCH, AREAS F, G, AND H (TOLL-DUBLIN, LLC) AND APPROVING REGULATORY TRAFFIC DEVICES WHEREAS, the subdivider of Tract 7148, filed on February 14, 2001, in Book 257 of Maps at Pages 3-7, entered into a Tract Developer Agreement between the City of Dublin and DR Acquisitions II, LLC, regarding Tract 7148 (Areas E [Portion], F, G, and H, Dublin Ranch) on January 16, 2001, to improve said Tract in accordance with plans and specifications on file with the City Engineer, said Tract identified as follows: a) Subdivider: Chang Su-O Lin, Hong Yao Lin, and Hong Lien Lin, with subsequent assignment to DR Acquisitions II, LLC b) Tract Location: East of Brannigan, North of Dublin Boulevard, South of Central Parkway, West of Keegan Street c) Tract Size: 9 large parcels, 5 of which are reserved for subsequent residential subdivision, one for future Town Center, one for future Bray Commons Neighborhood Park, and one remnant for merger with the property to the east d) Resolution Approving Final Map: No. 5-01, City Council of Dublin e) City Streets Affected: Brannigan Street, Central Parkway, Chancery Lane, Dublin Boulevard, Finnian Way, Keegan Street, and Maguire Way WHEREAS, on February 8, 2001, DR Acquisitions II's obligations were transferred to Toll- Dublin, LLC, a California Limited Liability Company, via an Assignment of Tract Developer Agreement authorized by the City Manager; and WHEREAS, DR Acquisitions II submitted a Letter of Credit as security to guarantee performance, which was subsequently replaced by Toll-Dublin with bonds in amounts totaling $7,371,158.00 to secure the obligations under the original Tract Developer Agreement; and WHEREAS, the rough grading, street improvements, and traffic signals governed by bonds totaling $5,943,758.00 are complete in accordance with said plans and specifications, and any approved modifications thereof, to the satisfaction of the City Engineer of the City of Dublin; and WHEREAS, Toll-Dublin has requested that the agreement be amended to reflect a reduced total security amount of $1,427,400.00 which is sufficient to guarantee the remaining landscaping work; and WHEREAS, the amendment (Exhibit "A" of this Resolution) hereby incorporates by reference all terms and conditions set forth in the agreement, and all terms and conditions which are not specifically modified by the amendment shall remain in full force and effect; and ! WHEREAS, the developer has installed certain traffic regulatory devices as a part of the Tract improvements; and WHEREAS, Toll-Dublin, has requested that bonds with amounts totaling $5,943,758.00 be released in accordance with the authority contained in Section 66499.7 of the Government Code of the State of California, and replaced with a Maintenance Bond to warranty the completed work for a one-year period; NOW, THEREFORE, BE IT RESOLVED that: 1. The rough grading, street improvements, and traffic signals have been completed within said Tract are hereby approved and accepted subject to a one-year warranty period; and 2. The traffic regulatory devices installed by the developer are hereby included in the City of Dublin Traffic Code, said regulatory devices to include the following: a) Brannigan Street is designated as a "Through Street". b) "No Parking at Anytime" restriction on the north side of Dublin Boulevard between Brannigan Street and Keegan Street. c) "No Parking at Anytime" restriction on both sides of Brannigan Street between Dublin Boulevard and Central Park~vay. d) Stop control device installed at the southbound approach of Chancery Lane at Finnian Way. e) Stop control device installed at the northbound approach of Chancery Lane at Central Parkway. f) Stop control device installed at the northbound approach of Maguire Way at Finnian Way. g) Stop control devices installed at all three approaches for the intersection of Brannigan Street and Finnian Way, Finnian Way and Keegan Street, and Keegan Street and Maguire Way. 3. The original Performance Bond issued by Continental Insurance Company in the amount of $3,013,505 (Bond No. 929183469) for designated public improvements be released; and 4. The original Performance Bond issued by Continental Insurance Company in the amount of $153,000 (Bond No. 929190991) for designated public improvements be released; and 5. The original Performance Bond issued by Continental Insurance Company in the amount of $616,000 (Bond No. 929190990) for rough grading be released; and 6. The original Performance Bond issued by Continental Insurance Company in the amount of $180,000 (Bond No. 929190992) for designated public improvements be released; and 7. The original Labor and Materials Bond issued by Continental Insurance Company in the amount of $1,506,753 (Bond No. 929183469) for designated public improvements be released; and 2 8. The original Labor and Materials Bond issued by Continental Insurance Company in the amount of $76,500 (Bond No. 929190991) for designated public improvements be released; and 9. The original Labor and Materials Bond issued by Continental Insurance Company in the amount of $308,000 (Bond No. 929190990) for rough grading be released; and 10. The original Labor and Materials Bond issued by Continental Insurance Company in the amount of $90,000 (Bond No. 929190992) for designated public improvements be released; and 11. The submitted Maintenance Bond issued by Continental Insurance Company in the amount of $753,377 (Bond No. 929257034) for designated public improvements be accepted as security for the aforesaid one-year warranty period, said period to commence on this date and terminate on the 5th day of August, 2004; and 12. Section 3 of the governing Agreement be amended to reflect a total remaining security amount of $1,427,400.00; and 13. The original Performance Bonds in the amounts of $189,600, $206,600.00, $201,200.00, and $354,200.00 for a total amount of $951,600.00, and the original Labor and Materials Bonds in the amounts of $94,800, $103,300, $100,600, and $177,100 for a total amount of $475,800 to guarantee construction of the on-site and off-site tract landscape improvements for Tract 7148 shall remain in full force and effect; and 14. The amendment (Exhibit "A" of this resolution) to the Tract Development Agreement for Tract 7148, Dublin Ranch, Areas F, G, and H, is hereby approved. PASSED, APPROVED AND ADOPTED this 5th day of August, 2003. AYES: NOES: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk G:\DEVELOP\Dublin RanchkAreas GkArea G Tract 7148\Resoacpt7148.doc 3 EXHIBIT "A" OF RESOLUTION -2003 AMENDMENT TO THE TRACT DEVELOPER AGREEMENT FOR TRACT 7148 DUBLIN RANCH AREAS F, G, AND H (TOLL-DUBLIN, LLC) WHEREAS, the subdivider of Tract 7148, filed on February 14, 2001 in Book 257 of Maps at Pages 3-7, entered into a Tract Developer Agreement between the City of Dublin and DR Acquisitions II, LLC regarding Tract 7148 (Areas E [Portion], F, G, and H, Dublin Ranch) on January 16, 2001 to improve said Tract in accordance with plans and specifications on file with the City Engineer; and WHEREAS, on February 8, 2001, DR Acquisitions II, LLC's obligations were transferred to Toll- Dublin, LLC, a California Limited Liability Company, via an Assignment of Tract Developer Agreement authorized by the City Manager; and WHEREAS, DR Acquisition submitted a Letter of Credit as security to guarantee performance, which was subsequently replaced by Toll-Dublin, LLC, with bonds in amounts totaling $7,371,158.00 to secure the obligations under the original Tract Developer Agreement; and WHEREAS, Toll-Dublin LLC has asked that the agreement be amended to reflect a reduced total security amount of $1,427,400.00 which is sufficient to guarantee the remaining landscaping work; and WHEREAS, this Exhibit "A" hereby incorporates by reference all terms and conditions set forth in the agreement, and all terms and conditions which are not specifically modified by the amendment shall remain in full force and effect; and NOW, THEREFORE, the parties hereto agree as follows: Section 3 of the governing Agreement shall be amended to reflect a total remaining security amount of $1,427,400.00; and The original Performance Bonds in the amounts of $189,600, $206,600.00, $201,200.00, and $354,200.00 for a total amount of $951,600.00, and the original Labor and Materials Bonds in the amounts of $94,800, $103,300, $100,600, and $177,100 for a total amount of $475,$00 to guarantee construction of the on-site and off-site tract landscape improvements for Tract 7148 shall remain in full force and effect. CITY OF DUBLIN ATTEST: Mayor City Clerk G:\DEVELOP\Dublin RanchkAreas GLArea G Tract 7148\Exhibit 'A' amend tr.dev.agmt_7148.doc EXHIBIT "A" OF RESOLUTION -2003 Toll-Dublin, LLC A California Limited Liability Company Its: Assistant Secretary Date: '"7- "a.'~.--~'~ By: Its: Assistant Secretary Date: G:kDEVELOP\Dubtin RanchkAreas G~Area G Tract 7148\Exhibit 'A' amend tr.dev.agmt._7148.doc TRACT DEVELOPER AGREEM.ENT BETWEEN CITY OF DUBLIN AND DR ACQUISITIONS 'Il, LLC REGARDING TRACT 7148 (AREAS E [PORTION], F,-G AND H, DUBLIN RANCH) This agreement is made and entered into this 16 day of January., 2001, ("Effective Date") by and between.~he CITY of Dublin, a municipal corporation, hereinafter referred to as "CITY"~ and DR Acquisitions.ti, L. LC, a Delaware corporation· . hereinafter referred to as "DEVELOPER". -. RECITALS · WHEREAS, it has ·been determined 'by the CITY Coun'cit of the Cl.'Df_0f Dublin,. State of' California, tha~ DEVELOPER, the subdivider, of Tract No. 714..8, consisting of ten (10) parcels, desires .to improve and- dedicate th.ose public improvements' (hereafter "The Improvements")'required by City of DUblin Pla.n. hing. CommissiOn -Resolution No; 00-'14 adopted on March 14, 20'00, in accordance with the requirements-and conditions set forth in said reS01uti.on, 'the requirements of the SubdivisiOn MaPAct of the State of California, the Subdivisi.on Ordinance'0f the CITY, .and. those certain plans and specifications for said development approved by the Public Works· Director on January i6,.2001, prepared by MacKay & Somps, entitled "Improvement Plans'- DR Area Tract 7148", and now on file in the office Of the PubliC' Works· Di-rectoF, which a. re he~eby-i'eferred to fora more'definite, and di-stinct-descripfion of the work-+-o be performed under this Agreement as though set forth at length herein; 'and WHEREAS, certain of The lmprovemen:ts are requi'red to 5e completed in conjunction ,~ith d, ev.e[opment of certai~of~the:parcets to be created by the final map; and WHEREAS., Exhibit 1 hereto summarizes the conditions of Resolution No, 00-14 which are applicable to. each 'parcel on such map.; and WHEREAS, DEVELOPER intends to Satisfactod.lY complete The'Improvements ' within the.time hereinafter specified, and CITY intends to accept DEVELQPER's offer(s).of dedication of The Improvements in conSideratiOn for DEVELOPER's' Satisfactory Performance of the terms and Conditions .of.this Agreement: NOW, 'i'HEREFORE, in consideration of the mutual' promises, conditions-and covenants .herein' contained, the part[es agree as follows: Tract Developei'Agreement Between Dublin and DR ACquisitions 11, Regarding Tract 7.'/'48 (Areas E [F~ortion]', F, G and H, Dublin Ranch) 1, Completion Time. .. ~DEVELOPER will commence construction of'The !.mproVements and'shall ,complete The .ImprOvements work not later than: three hundred sixty-five (365) days following issuance of the first bui-tcting ·permit on each parcel (as to The Improvements- -required for that parcel, as shown on Exhibit 1'hereto), provided that alt of The lmp¢ovements shall be completed within three (3). years of.the Effective Ba(e of this 'agreement. . . Time is of the essence in this Agreement, Upon.c0mpl.~tion d~ The Improvements or any portion thereof, DEVELOPER shall furnish CITY with a compiete and reproducible set.of finat as-built plans of The improvements, including any authorized .modifications. ., 2. · Estimated Cost of Improvements. .. ' · The estimated cost of.constructing The Improvements required by this "' agreement as a~Ijusted for inflation are. shown On Exhibit 1 for 'each of the .parcels; for a. total of Four Milti0n Nine. HUndred Fourteen Thousand One Hundred and Five Dollars $4;914',105 for all of The Improvements for all of the parcels to be created by the final " map. Said amoQnt includes costs and reasonable expen'ses 'and fees which may be i.ncurred in enforcing .the obligation, secured 3. Security for The improvements. DEVELOPER '.sh.atl fucnish ~ Said l'_etter Of credit'may be reduced if and when' DEVELOPER or its successor or assignee provides CITY with bonds~ .in a'form satisfactory to the CITY Attorney, as described bolow, as ~ecuri~ 'for The Improvements required for one or more of the. parcels, as shown on Exhibit i' .~ .. .. a,. Faithful Performance. '.'Either a cash deposi.t., a corporate surety bo~d issued by a 'company.duly.and.icg.allY l. icen,sed.to cor~duct a genera! s~e~ business in the State of California,' or an instrument of credit equivalent.to, one 'hundred Tract Developer Agreement Between Dublin and DR Acquisitions II, LLC Januc~ry 9, 2001 Regarding Tract 7148 (Areas E [Poi'tion], F, G an'd H, Dublin Ranch) · · 'Ps~e 2 of t2. per cent (100%): of the estimate set forth in Exhibit 1 and s~ff~cient.to assure CITY'that The Improvements'wiil.be.~~.i~ c_n. mpic. ted. b. Labor and'Materials. Either a cash deposit, a corporate surety bond issued by a company duly and legally licensed to conduct a general sure~ business in the State of California, or an instrument of credit equivalent to fifty per cent (50%) .of the estimate' Set'forth in Exhibit 1 and sufficient to assure CITY that DEVELOPER'S'contractors, subcontractors, and other persons furnishing iabo~', materials, or equipment: shall be paid therefore. c. If'required by CITY, a cash deposit, Corporate surety bond, or instrument of credit'sufficient to assure CiTY that .the surface water drainage of the subdivision shati not interfere with the use of neighborin~ .property, including, public streets and highways. CITY shall be the sole indemnitee named on any instrument required by .this Agreement. Any instrument or deposit required herein shall .Conform with the provisions ofChap(er 5 of the Subdivision Map Act. 4. Insurance Required. Concurrently with the execution hereof, DEVELOPER shall-.obtain or cause to be obtained'and filed with the CITY, all insurance requi .red under'this paragraph; and such insurance shall have been approved by the Administrative Services Director of CITY, or his designee, as to form, amount and carrier. Prior to the commencement of work under this Agreement, DEVELOPER's general contractor Shall obtain or cause t& be obtained and flied with the'Administrative Services Director, all insurance required under this paragraph, and such ins'urance shall' have been approved by the Administrative Services Director of CITY, as to form, amount and carrier. DEVELOPER shall not. allow any contractor or subcontractor to commence week 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, Ail .requirements herein provided shall .a. ppear either.in the body'of the insurance policies or as endorsements and shall specificatly 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 General Liabiti~ and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liabili.~; or Insurance Services · Office Commercial .General Liability'coverage ("occUrrence'' form' CG 0001.) Tract Developer Agreement Be(ween Dublin and DR Acquisitions il, .LLC January 9, 2001 Regarding Tract 7148 (Areas E [Portion], F, G and H, DubIin Ranch) Pa~e.3 of 12. ii) Insurance .Services' Ofrice-form r;umber CA 0001-(Ed: 1/78).' covering Automobile Liability, cocie I "any auto" 'and endorsement CA 0025. iii) .Workersr Compensation insurance as required by the Labor COde. of the .Sta~e of California and Employers' Liabili.ty Insurance. .b. Mi.nimum Limits o'f Insurance. 'DEVELOPER shall maintain limits no less f~han: i) General Liabili~: '$I ,000,000_ combi'ned single limit'per occurrence for bodily injurY,'per~onal injurY, and property d'arnage. 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 projectJl~cation or the general aggregate limit shall be twice the requi red' 5ccurren~ce limit. ii) Automobile Liability.:: $1,000,000. combined single limit per accident for bodily, injury and properby damage. iii) Workers' Compensation and 'Emulover. s Liability: Workers' /1" 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 arid related investigations, claim administration and defense expenses. d. Other Insurance Provisions. The policies are to.contain, or be endorsed..to' contai'n, the following provisions: i) General Liability and Automobile Liabilitv Coverapes. -_ a) The CITY, its officers,' agents, officials, employees and volunteers s'hall-be named as additional insureds as respects: Iiab!iity arising out of activities .performed by or or~ behalf of ,,e DEVELOPER; products and bompleted operations of the i) DEVELOPER; premises owned, occupied or used by Tract DeveioperAgreement Between Dublin and 'DR Acquisitions II, L.'LC ,. Jaquary 9, 2001 Regarding Tract 7148' (Areas E [Portion], F; G and H~ Dublin Ranch) Page 4 of 1.2. 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, O}TY; its . officers, officials, employees or volunteers. '. b) The'DEVELOPER's insurance coverage shall be primaw insurance as respects the CITY, its off.~icers, 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 shail not contribute with it. c) Any failure to- comPly With reporting provisions of the poficies shall not affect coverage provided to the: CITY, 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 ofthe · ' insurer's liability. ) ii) Workers' Compensation and Employers Liabilib/Coverage. 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 'Coverages. Each insurance policy required by this clause ,shall be' endorsed to state that ,coverage shall not be suspended, voided, cancelled by either party, rebiuced .in covei'age or in limits, except after thirty (30) .. days' prior written notice' by certified mail, return receipt requested, has been given to the CITY. · a) ".Accet2tabilit¥ of insurers. Insurance is to be placed with insurers with a Bests' rating of no less than A:Vll. Tract Deve!oper Agreement Between .Dublin and DR Acqu!sitions tl, LLC Ja,nuary 9, 2001 Regarding Tract7148 (Areas E [Portion], F, G and H, Dubiin Ranch) Page 5 of 12 · b) Verification of Coveraae. 'DEVELOPER shall furnish CITY' With certificates of insurance and with original endorsements effecting "cOverage .required by this cia'use. The' certificates ' and endorsements for each irisurance policy are to be signed by a'person authorized.b.y, that insurer to bind .. · ,-~,~.,--,=~,= 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, certified copies.of all required insurance policies, at any. ti me. c) Subcontractors. DEVELOPE. R and/or DEVELOPER's general Contractor shall, include all subcontractors' as 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 st~ated herein. .5. 'W. ork Performance and'Guarantee. Except as' otherwise 'expressly prOvided in this .Agreement, and excepting only .. items of routine maintenance, ordinary wear and tear a.nd unusual abuse or neglect, DEVELOPER guarantees all work executed by DEVELOPER and/or DEVELOPER's. agents, and all supplies, materials and devices, of whatsoever nature incorporated in, or attached to the work, or'otherwise delivered to CITY as a part of the workpursuant to .the Agreement, to be free. of all defectsof workmanship and materials for a period' of one (1) ye~,r after initial acceptance of the entire.work byCITY. DEVELOPER shall repair o¢ replace any. Or all such work or material, together with- all or' any other work materials which .may be displaced or damagedin so doing-, that-may prove defective in. workmanship.or material within said one-year guarantee p.efiod wit.h0ut expense or charge of any nature whatsoever to CITY. DEVELOPER further covenahts 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 an additional year to insure that such defects have actually been corrected.. in' the event the DEVELOPER shai.l fail to comply with the conditions of.the foregoing guarantee within thirty (30) days time', after being notified of the ~lefect in writing, CITY shall have the -right, but shall not be obligated., to repair o'r 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, safety, or welfare, CiTY shall-have the right to immediately repair, or cause to be repaired, such defect, and DEVELOP. ER shall pay to CITY on demand all costs and 'expense of such .Tract Developer Agreement. Between. Dublin and, DR Acquisitions ti, .LLC Jar)uaw 9,200'I Regarding Tract 7'~48 (Areas E [Portion], F, G and H, Dublin Ranch) Page 6 of 12. repair. The foregoing statement relating to hazards to health and safety shall-be deemed to include either temporary or permanent repairs which' may.be requi'red as determinecl--in the sole discretion and judgment.of CITY. -If CI.TY, at its Sole. option, makes or causes to.bemade the necessary .repairs or · repiscements o~'. performs the ,~,,~,-:,~-=~,,,,...,...~.., ¢ work,. D~VEt..OPER_ _ . shall pay, .in addition to actual costs and expenses .of such repair or work, fifty percent (.50%)'of s'uch costs and expert§es for overhead and interest at the maximum rate of interest permitted by law accruing thirty (30) days from the' date of bi.lling for such work or repai~'s. 6. inspection 'of the WOrk:' · DEVELOPER shall guarantee free access ,.to' ClT';(-thr°ugh its Public Works Director/City .Engineer and hisdesignated representative for the Safe and convenient inspection of the. work throughout its construction, Said' CiTY representative shall have the ,authority,tb reject alt materials and workmanship which are not in accorda&ce with the' plans and specifications~ and. ali 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 improvement plans and specifications, 7. Aareement Assignment, Th~s,Agreement shall not be assigned' by DEVELOPER without the written consent of CITY'. if'DEVELOPER sells any'of the parcels to be created by the final map to another developer, CITY shall approve an assignment of the obligation for those lmprogements related to that parcel, as shown on Exhibit 1, provided that bonds and' insurance as described above a]'e first provided to CITY and a written assignment of'this ~greement 'is approved by the cit3; Manager. 8. Abandonment of Work. Neither DEVELopER nor any cf'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 th'ereof, or 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 tt~e benefit of DEVELOPER's creditors, or if a receiver shoUld be appointed, Or if DEVELOPER, or any of DEVELOPER's contractors, subcontractors, agents or empi°yees should violate any of the provisions' of this Agreement, the CITY through its Public WOrks Directoi' 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. Tract DevelOper Agreement Between Dublin and 13R Acquisitions ti, 'L,LC. ;Ja.n. uary 9, 2001 · Regarding Tract 7148'(Areas E.[PortiOn], F, G and H', Dublin Ran. Ch). Page 7 of ~.2. In the event of any such notice of breach of this Agreement, DEVELOPER's ') surety shall have the duty to'take over and corupfete 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 ~o take over the performance .of the contract, and.-does not commence performance thereof within' thirty-(30) days after h0ti~e to CiTY of suc~ election, CITY may take over the work and prosecute the same to completion,-by contract or by any other method C'ITY may deem adviSable, for the account and at the expense of DEVELOPER and DEVELOPER's surety'shall be Iiabte to CITY for any damages and/or reasonable and documented excess costs occasioned by 'CITY thereby; and, in such event, CITY,' without liability for s° 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 therefore. 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': City Manager City of Dublin P.O. Box 2340 ) Dublin,' CA '94'568 'Notices required .to be given 'to DEVELOPER sba. il. be addressed as follows: DR Acquisitio. ns I!, LLC cio Martin W. lnde.rbitzen " 7077 Koll Center .Parkway, Su'ite 120 Pleasanton, CA 94566 Notices required to be given to any surety of DEVELOPER or DEVELOPER's successors provided to CITY when CITY accepts a surety bondl Any party or t~e s. urety may change such addreSs, by'notice.in writing to the'. other party and thereafter notices shall be :addressed and transmitted to the new address. Conc.urrentty with the execution of this Agreement, DEVELOPER has executed and has caused to .be acknowledged an abstract, of this Agreement. DEVELOPER. agrees CITY may.record said abstract.in the Official-RecOrds of Alameda County.' 9. USe of Streets or Improvements. .- Tract DeVeloper Agreement Between Dublin and DR Acquisitions I[, LLC JarTuary 9, 2001 Regarding Tract 7i;48 (Areas E [Portion]?, G and H, Dublin Ranch) Page 8 'of 12. At' all §me~ prior to 'the final ac. ceptance of the work by CITY, the use Of any or all streets a~nd improvements within the work to be performed unde~"this Agreement. shall be' at the sole and exclusive risk of DEMELOPER. The. issuance of any .building or occupancy permit by CITY for dwellings located within the tract shall .not be conSt~Jed in. any manner to.constitute a partial'or final.acceptance or approval of any or all such improvements by CITY',. D~.',/ELO, ~_,, 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,' 10. Safety ,Devi. ces.~ DEVELOPER-shall provMe and mainiain such'g.u~rds, watchmen, fences, barriers, regutatow signs, warning lights, and other safety devices adjacent to and'on the. tract site as may be necessary to prevent acciS.ents to the public .and damage to the property. DEVELOPER' shall furnish, place,.and maintain such ligh.ts as :may be necessary for illuminating the Said fences, .barriers, signs', and other safety devices. At the end'°f 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.fr.0m site of the work by the DEVELOPER, and the entire site left clean and orderly.. 1 1. AccePtance of'Work'. Upon notice of the co.mptetion of all tract vmrk and the deiivery of a set of final as-built plans to CITY by DEVELOPER, CITY, through its City Engineer or his aesignated representative, shall ex,.mine.the tract work. without, detay, and', if foUnd to be in accordance with said .plans and specifications and this Agreement, shall' recommend acceptance of the work to the City Council andl upon such acceptance~ shall notify DEVELOPER or his designated..agents of such acceptance: 12. Patent and. Copyri,qht Costs. in the event that said plans and specifications requi're.the use of any material; process'or publication which is subject tda duty registered p, atent or Copyright, DEVELO'PER shall .be liable for, and' shall ir~demnify CITY' from any fees., costs or 'litiga(ion. expenses, including attorneys' fees and court costs, w,hich. 'may. result from [he use of said'patented Or coPyrighted'material, process or pub[ication~ .' 13. Alterations in ·Plans and' Specifications. Any alteration or alterations made in the plans and speci§c~ations which are a , p. att of this Agreement or any. provision 'of this.Agreement shall not operate to·release any surety or su~:eties 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. · Tract Developer Agreement Between Dubiin and DR'AcquiSitions [I, .LLC Jsquary 9, 2001 Regardi.ng Tract 7148 (Areas E .[Portion], F, Gand H,.Dublin Ranch) Page 9 of !2: . said bonds hereby waive the provisions of Section. 281'9 of the Civil:' Code of the State of Ca.lifo mia. [. ' DB/ELOPER Primarily Liable. DEVELOPER herebY warrants that the design and construction of The Improvements will not adversely affect any portion of adjacent.properties and ~'hat all work'will be performed in a proper manner. DEVELOPER agrees to indemnify, defend,, releasei and save harmless CITY, and each' of its elective and appoin, tive boards, commissions, officers agents anc] employees, 'fro. m and against any and alt toss, claims, suits, liabilities, act[ohs,. damages; or causes of action of every kind~ nature and _description, directly or indirectly arising from an act or Omission of DEVELOPER, its employees, agents,'or independent contractors in cor~nection with DEVELOPER'S actions and obligations hereunder; provided as fOlloWS: i) That CITY does not, and shall not, waive any rights against DEVELOPER which it may have by reason of the b, foresaid hold. l~armless agreement, because of the acceptance by CITY, or the depos!t with CITY by-DEVELO.PER, of any of. the insurance policies described .in Paragraph 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 a~lleged to ·have been. suffered, by reason of any of the aforesaid operations referred to in this 'paragraph, regardless of Whether or not CITY has prepared, supplied, or approved of plan. s and/er specifi'cati~)ns for-the subdivision, or regardless of whether or not such insurance policies sRall have been determined. to be applicable to any of such damages or claims for . damages, '-b. Desi.qn Defect. If, in the opinion of the CITY, a"design, defect in the work of improvement becomes apparent during the course .of construction, o.r within one (1.) year following acceptance bY the CITY Of the improvements, and said desi.g.n defect, in the op. inion of the CITY, may substantially .impair the public health.and safety, -DEVELOPER shall, .upon order by the CITY,. correct'said design defect at his 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. Liti.qation Expenses." l.n the event that legal action is instituted by either party ,to this Agreement, and said action seeks damages forbreach of this Agreement, or seeks te 'specifically enforce the terms of th!s Agreement, and, in the .eVent judgment is entered in' said action, the prevailing party shall be entitled to recover its attorneys' fees and court costs. If CITY:. is the prevail, lng Party, CITY Shall also be Ti'act Developer Agreement Between Dublin and DR AcquiSitions I1, LLC January 9, 200I Regarding, ~ract 7148 (Areas E [Per~ion], F, G and H, Dublin Ranch) ' Pag~ I0 ef 12 entitled to recoverits attorney's Yees. and Costs in any action against DEVELOpER's · sure~ On the bonds Provided under paragraph 3. 15. 'Storm Drain Imsrovements. ,.,, art enuln....r s Upon submission ''¢ ~,' .--. ' report, fee/charge analYsis and.other'related· documents, t~ the sa.tisfaction of the Director of Public Works, as provided in ;Condition No. 88 of Resolution No.. 00-14, the Director of Public Works shaii sui~rnit a report to the City Council for approval 'of a benefit or fee district~ CiTY s'hat] favorably ·consider creation of a district, as described in. Condition No. 88. 16. Traffic Signals.;, To the extent authorized by taw, CITY will make every effort to require the developer of the p;roperty located westerly of Tract No. 7t48 to pay to CITY one-half of the costs incurred by DEVELOPER for installation of.traffic sig~)als at the corner of ' Central ParkwaY and Collector A and Dublin Boulevard and Collector A (which Signals are required to be .installed by' ConditiOn 104...a. a~d 104.b of Resolution No. 00-!4). 'in the egent CITY is able to impose such 'a requirement, CITY will pay any such'monies received by CITY t° DEVELOPER or-its assignee, i'f this agreement is assigned.' 17. Recitals. ' 'The foregoing .Recitals are true and correct: and are made a part he~'eof. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement in duplicate at Dublin, California., the day and year first above written. CITY OF DUBLIN: - Gu~'SL Houston, May '. ATTEST: Kay ~'k, -~¢~C. lerk .) 'Tract Developer Agreement Between Dublin and DR Acquisitions II, LLC January 9, 2001 Regarding T~act 7148 (Areas E [Pcrtion], F, G and H; Dublin R.andh) Page. 11 of 1.2 Approved .as. to Form: .- ERzabeth H. Silver, city Attorney 'DEVELOPER: DR Acquisitions Ii, LLC, a Deiaware limited Ii. ability company Date: Name: Its: J :~.WPD'~INRSW~I 14\141~Agree~act deveioper 010901 .doc Tract Developer Agreement Between Dublin and DF[ Acquisitions tl, LLC January 9, 2001 Regarding Tract 7148 (Areas E [Portion], F, G and H, Dublin Ranch} Pa~e 12 of 12 · ~' o 300 600 ~E~ULTAIff PARCEL I ~ Hg. 'L-99-i'~' . A~21~27'5~ aNDY. B~ ~ DATA BNDY. (t6~77 186,21' BNOY. L=118,12' DNDY.. ~ ~- . ~PARCEL 2 ~, .- ........................... ~s~ ~o~ TRACT 7148 P~ g L~ l~ ~JUSTM~NT No. 'L-99-t8', ~ ~CORDED A~MEDA COUNTY, CALIFORNIA NOVEMBER~ 2~00 ~o~&somps LOCATION MAP