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HomeMy WebLinkAboutCC Resolution 6759 (Oakwood Subdivision)RESOLUTION NO. 6759 RESOLUTION APPROVING FINAL MAP OF SUBDIVISION ENTITLED, if OAKWOOD SUBDIVISION it WHEREAS, the Planning Commission of the City of San Rafael, State of California, did on March 19 , 19 84, in writing, recommend to the City Council of said City the approval of the final map of " Oakwood Units 1 through 5 ", consisting of 18 sheets, hereinafter referred to; and WHEREAS, it appears to said City Council and said City Council hereby finds and determines said map is in conformity with the re- quirements of the Subdivision Ordinance, Title 15 of the San Rafael Municipal Code, and that said City Council is satisfied with the plan of the subdivision; NOW, THEREFORE, IT IS HEREBY RESOLVED by the City Council of the City of San Rafael, California, that the final mapsof said sub- division, approved by the Planning Commission of said City on March 13 , 19 84, and entitled, " Oakwood Units 1 throucr 5 ", be and the same is hereby approved, and that the City Clerk of said City be and she is hereby authorized and directed to execute the certificate upon the facesof the mapsof the approvalsthereof and, upon the filing with the City Clerk of the agreements and securities with the approval thereof all as required by Sections 15.20.060, 15.20.080, and 15.20.090 of said Subdivision Ordinance, to transmit said mapsto the Clerk of the Board of Supervisors of Marin County; IT IS FURTHER RESOLVED that that certain agreement entitled, "AGREEMENT (SUBDIVISION IMPROVEMENTS) Oakwood Units 1 through 5 " being the agreements required.by Section 15.20.080 of said ordinance, shall, when executed and filed by or on behalf of the subdivider and approved by the City Attorney and City Manager as provided in Section 15.20.060 of said ordinance, be executed on behalf of said City by the Mayor and City Clerk, and said officers are hereby authorized and instructed so to do; IT IS FURTHER RESOLVED that upon the execution, filing and approval of said agreement and bond and the recordation of said ORIGINAL 1. 61sq final maps all in accordance with the requirements of said ordinance appertaining to said agreementsand becurities and the recordation of said maps the City accepts the dedication of all public streets, public utility easements and anchor easements, all as shown thereon for public use as such, and the City does hereby remove any one (1) foot non -access strips on any public dedicated right-of-way adjacent to this subdivision. I, JEANNE M. LEONCINI, Clerk"of the City of San Rafael, California, hereby certify that the foregoing resolution was duly and regularly introduced and adopted at a regular meeting of the Council of said City held on the 19th day of March 1984 , by the following vote, to wit: AYES: COUNCILMEMBERS:Breiner, Frugoli, Nave, Russom & Mayor Mulryan NOES: COUNCILMEMBERS:None ABSENT: COUNCILMEMBERS:None 2. M. LEONCIMI, City Clerk AGREEMENT (SUBDIVISION IMPROVEMENTS) THIS AGREEMENT is made this 19th day of March , 1984, and is entered into by and between the City of San Rafael, hereinafter referred to as "City", and Paul J. Felton, hereinafter referred to as "Subdivider", both of whom understand as follows: RECITALS: Subdivider has presented to City for approval a final subdivision map (hereinafter called "Map") entitled "Map of Oakwood Unit No. 1.1' The Map has been filed with the City Clerk of City for presentation to the City Council of the City for its approval, which Map is hereby referred to and incorporated herein; Subdivider has requested approval of the Map prior to the construction and completion of all those certain improvements required -by City in connection with the approval of the Oakwood Unit No. 1 subdivision and described in Exhibit "A" attached hereto and incorporated herein, including all streets, highways or public ways and public utility facilities which are a part of the real property of Developer shown upon the Map (hereinafter called "Subdivision"), all in accordance with, and as required by, the plans and specifications for all or any of said improvements within the limits of Subdivision, which plans and specifications are now on file in the office of the City Engineer of City. Council of said City on the 19th day of March 1984, adopted its Resolution approving Map, and has accepted the dedications therein offered, or some thereof, on condition that Subdivider first enter into and execute this agreement with City, and meet the requirements of said resolution; and This agreement is executed pursuant to the provisions of the Subdivision Map Act of the State of California and Ordinance No. 546 (as amended) of City. NOW THEREFORE, for and in consideration of the approval of the Map and of the acceptance of the dedications or some thereof, therein offered, and in order to insure satisfactory performance by Subdivider of Subdivider's obligations under said Subdivision Niap Act and said ordinance, the parties agree as follows: 1. Performance of Work. Subdivider will do and perform, or cause to be done and performed, at Subdivider's own expense, in a good and workmanlike manner, and furnish all required materials, all under the direc- tion and to the satisfaction of the City Engineer of City, all of the following work and improvements within or necessary for the Subdivision, to wit: Construct and complete all of the improve- ments described in Exhibit "A" hereto, including, but not limited to, all streets, highways or public ways and public utility facilities which are a part of the Subdivision designated on said Map, all in accordance with, and as required by, the plans and specifications for all or any of said improvements within the limits of said Subdivision, which plans and specifications are now on file in the office of the City Engineer of City, and C'nPY Subdivider shall also do all other work and furnish all other materials necessary in the opinion of the City Engineer, and on his order, to complete the improvements in accordance with the plans and specifications on file as hereinbefore specified, or with any changes required or ordered by said Engineer, which in his opinion are necessary or required to complete the work. 2. Work; Places and Grades to be Fixed by Engineer. All of said work is to be done at the places, of the materi- als, in the manner, and at the grades, all as shown upon the plans and specifications therefor, heretofore approved by the City Engineer and which are now on file in his office, and to the satisfaction of said City Engineer. 3. Work; Time for Performance. (a) City shall not issue any building permit for the private development of any lot within the Subdivision, nor shall Subdivider sell or convey any individual lot within the Subdivision, until the construction of all of the streets, highways or public ways and public utility facilities for said Subdivision has been completed or the completion thereof has been secured by the posting, pursuant to the provisions of subparagraph 11(a) of this agreement, of bonds, letters of credit or such other security as may be acceptable to City. None of the foregoing, however, shall be deemed to or shall preclude the Subdivider's sale or conveyance of all the lots within the Subdivision as a unit; and in the event of any such sale, the provisions hereof shall be binding upon the purchaser and his successors in interest. (b) City hereby fixes the time for the completion of said work to be within two (2) years after the date of the recordation of the t4ap. At least fifteen calendar days prior to the commencement of work hereunder, Subdivider shall notify City Engineer in writing of the date fixed by Subdi- vider for commencement thereof, so that City Engineer shall be able to provide services of inspection. (c) Subdivider shall not commence the construction of any of the improvements provided for in this agreement unless and until Subdivider has posted the bonds, letters of credit or other security acceptable to City as provided for in sub- paragraph 11(a) of this agreement. 4. Time of Essence - Extension. Time -1 -sof the essence of this agreement; provided, that in the event good cause is shown therefor, the City Council may extend the time for completion of the improvements hereunder. Any such extension may be granted without notice to the Subdi- vider's surety, and extensions so granted shall not relieve the surety's liability on the bond to secure the faithful performance of this agreement. The City Council shall be the sole and final judge as to whether or not good cause has been shown to entitle Subdivider to an extension. 5. Repairs and Replacements. Subdivider shall replace, or have replaced, or repair, or have repaired, as the case may be, all pipes and monuments shown on the Map which have been destroyed or damaged, and Subdivider shall replace or have replaced, repair, or have repaired, as the case may be, or pay to the owner, the entire cost of replacement or repairs, of any and all property damaged or destroyed by reason of any work done hereunder, whether such property be owned by the United States or any agency thereof, or the State of California, or any agency or political subdivision thereof, or by - 2 - the City or by any public or private corporation, or by any per- son whomsoever, or by any combination of such owners. Any such repair or replacement shall be to the satisfaction, and subject to the approval, of the City Engineer. 6. Utility Deposits - Statement. Subdivider shall file with the City Clerk, prior to the com- mencement of any work to be performed within the area delineated on the Map, a written statement signed by Subdivider, and each public utility corporation involved, to the effect that Subdi- vider has made all deposits legally required by such public utility corporation for the connection of any and all public utilities to be supplied by such public utility corporation within the Subdivision. 7. Permits; Compliance with Law. Subdivider shall, at Subdivider's expense, obtain all neces- sary permits and licenses for the construction of such improve- ments, give all necessary notices and pay all fees and taxes required by law. 8. Superintendence by Subdivider. Subdivider shall give personal superintendence to the work on said improvement, or have a competent foreman or superintendent, satisfactory to the City Engineer, on the work at all times during progress, with authority to act for Subdivider. 9. Inspection by City Engineer. All improvements required hereunder shall be inspected by City Engineer. Subdivider shall at all times maintain proper facilities, and provide safe access for inspection by City Engi- neer, to all parts of the work, and to the shops wherein the work is in preparation. 10. Contract Security. Concurrently with the execution hereof, Subdivider shall furnish a deed of trust (in the form heretofore approved by City) granting City a security interest in the Subdivision for the purpose of assuring to City the performance of Subdivider's obligations under this agreement. 11. Release of Lien of Deed of Trust. (a) In event Subdivider desires at any time to have the Subdivision released from the lien of the deed of trust pro- vided for in paragraph 10 of this agreement, City shall take all steps reasonably necessary to cause the lien of said deed of trust to be released and reconveyed, provided that Subdi- vider has furnished: (1) A surety bond, in amount equal to at least one hundred percent of the contract price for the work provided for in this agree- ment which remains to be done, as security for the faithful performance of this agreement; and, (2.) A separate surety bond, in an amount equal to at least fifty percent of the con- tract price, as security for the payment of all persons performing labor on and furnishing materials to the Subdivision in connection with work done provided for in this agreement. The surety on each of said bonds and the form thereof shall be satisfactory to the City Attorney. (b) In the event that either City or Subdivider should - 3 - at any time commence, undertake or request the commencement or undertaking of reversion to acreage proceedings for the Subdivision in accordance with the provisions of paragraph 25 of this agreement, City shall, upon the completion of said reversion to acreage proceedings, take all steps reasonably necessary to cause the lien of the deed of trust provided for in paragraph 10 of this agreement to be released and recon- veyed and, notwithstanding any other provision of this agree- ment, Subdivider shall not be required to post the bonds described in subparagraph 11(a) of this agreement. 12. Hold -Harmless Agreement. Subdivider hereby agrees to, and shall, hold City, its elec- tive and appointive boards, commissions, officers, agents and employees, harmless from any liability for damage or claims for damage for personal injury, including death, as well as from claims for property damage which may arise from Subdivider's or Subdivider's contractors', subcontractors', agents' or employees' operations under this agreement, whether such operations be done by Subdivider or by any of Subdivider's contractors, subcontrac- tors, or by any one or more persons directly or indirectly employed by, or acting as agent for, Subdivider or any of Subdi- vider's contractors or subcontractors. Subdivider agrees to, and shall, defend City and its elective and appointive boards, com- missions, officers, agents and employees from any suits or actions at law or in equity for damages caused, or alleged to have been caused, by reason of any of the aforesaid operations; provided as follows: (a) That City does not, and shall not, waive any rights against Subdivider which it may have by reason of the afore- said hold -harmless agreement, because of the acceptance by City, or the deposit which City by Subdivider, of any of the insurance policies described in paragraph 13 hereof. (b) That the aforesaid hold -harmless agreement by Sub- divider 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 operations 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. 13. Subdivider's Insurance. Subdivider shall not commence work under this agreement until Subdivider shall have obtained all insurance required under this paragraph, nor shall Subdivider allow any contractor or subcon- tractor to commence work on his contract or subcontract until all similar insurance required of the contractor or subcontractor shall have been so obtained and approved. 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) Compensation Insurance. Subdivider shall maintain, during the life of this agreement, Workmen's Compensation Insurance for all of Subdivider's employees employed at the site of improvement, and in case any work is sublet, Subdi- vider shall require any contractor or subcontractor similarly to provide Workmen's Compensation Insurance for all con- tractors' or subcontractor's employees, unless such employees are covered by the protection afforded by Subdivider. In case any class of employees engaged in work under this agree- ment at the site of the project is not protected under any - 4 - Workmen's Compensation law, Subdivider shall provide, and shall cause each contractor and sub -contractor to provide, adequate insurance for the protection of employees otherwise protected. Subdivider hereby indemnifies City for any damage resulting to it from failure of either Subdivider or any contractor or subcontractor to take out or maintain such insurance. (b) Public Liability and Property Damage Insurance. Subdivider shall take out and maintain during the life of this agreement such public liability and property damage insurance as shAll insure City, its elective and appointive boards, commissions, officers, agents and employees, Subdi- vider and any contractor or subcontractor performing work covered by this agreement from claims for damages for per- sonal injury, including death, as well as from claims for property damage which may arise from Subdivider's or any contractor's or subcontractor's operations hereunder, whether such operations be by Subdivider or any contractor or subcon- tractor, or by any one directly or indirectly employed by either Subdivider or any contractor or subcontractor, and the amounts of such insurance shall be as follows: (1) Public Liability Insurance. In an amount not less than $1,000,000 for injuries, including, but not limited to, death, to any one person and, subject to the same limit for each person, in an amount not less than $5,000,000.00 on account of any one occurrence; (2) Property Damage Insurance. In an amount of not less than $500,000.00 for damage to the property of each person on account of any one occurrence. (c) Cross -Liability Endorsement. In the event that any of the aforesaid insurance policies provided for in this paragraph 13 insures any entity, person, board or commission other than those mentioned in this paragraph, such policy shall contain a standard form of cross -liability endorsement, insuring on such policy City, its elective and appointive boards, commissions, officers, agents and employees, Subdi- vider and any contractor or subcontractor performing work covered by this agreement. 14. Evidence of Insurance. Subdivider shall furnish City, prior to the commencement of any work provided for pursuant to this agreement, with satis- factory evidence of the insurance required, and evidence that each carrier is required to give City at least ten days' prior notice of the cancellation or reduction in coverage of any policy during the effective period of this agreement. 15. Title to Improvements. Title to, and ownership of, all improvements constructed hereunder by Subdivider within dedicated right-of-ways or dedicated easements shall vest absolutely in City, upon completion and acceptance of such improvements by City. 16. Repair or Reconstruction of Defective Work. If, within a period of one year after final acceptance of the work performed under this agreement, any structure or part of any structure furnished and/or installed or constructed or caused to be installed or constructed by Subdivider, or any of the work done under this agreement, fails to fulfill any of the require- ments of this agreement or the specifications referred to herein, - 5 - Subdivider shall without delay and without any cost to City, repair or replace or reconstruct any defective or otherwise unsatisfactory part or parts of the work or structure. Should Subdivider fail to act promptly or in accordance with this requirement, or should the exigencies of the case require repairs or replacements to be made before Subdivider can be notified, City may, at its option, make the necessary repairs or replace- ments or perform the necessary work and Subdivider shall pay to City the actual cost of such repairs plus fifteen ( 15) percent. 17. Subdivider not Agent of City. Neither Subdivider nor any of Subdivider's agents or con- tractors are or shall be considered to be agents of City in connection with the performance of Subdivider's obligations under this agreement. 18. Cost of Engineering, Plan Check and Inspection. Subdivider shall pay to the City all plan check and inspection costs as required by Section 15.20.070 of the San Rafael Municipal Code, said cost to be paid at the time of construction of the improvements required hereunder by Subdivider based upon the then current estimate of Subdivider's Engineer as approved by City. 19. Notice of Breach and Default. If Subdivider refuses or fails to obtain prosecution of the work, or any severable part thereof, with such diligence as will insure its completion of said work within the time speci- fied, or any extensions thereof, or fails to obtain completion of said work within such time, or if the Subdivider should be adjudged a bankrupt, or Subdivider should make a general assign- ment for the benefit of Subdivider's creditors, or if a receiver should be appointed in the event of Subdivider's insolvency, or if Subdivider, or any of Subdivider's contractors, subcontrac- tors, agents or employees, should violate any of the provisions of this agreement, City Engineer or City Council may serve writ- ten notice upon Subdivider and (if Subdivider has theretofor posted the bonds provided for in subparagraph 11(a) of this agreement) Subdivider's surety of breach of this agreement, or of any portion thereof, and default of Subdivider. 20. Breach of Agreement; Performance by Surety or City. (a) In the event that City, prior to Subdivider's posting of the bonds provided for in subparagraph 11(a) of this agreement, gives Subdivider notice pursuant to the provisions of paragraph 19 of this agreement City shall have the right (unless Subdivider, within thirty (30) days after City's notice, cures the default, commences curing the default and diligently pursues such curing to completion, or requests that the Subdivision be reverted to acreage pursuant to the provisions of paragraph 25 of this agreement) to foreclose, either judicially or through the power of sale contained in the deed of trust described in paragraph 10 of this agreement, upon the Subdivision under and pursuant to said deed of trust in order to recover the cost and/or damage theretofore or thereafter incurred by City in connection with its taking over of the work and either (in City's sole dis- cretion) prosecuting the same to completion or restoring the Subdivision to its original condition by contract or by any other method City may deem advisable, for the account and at the expense of Subdivider; 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 - 6 - other property belonging to Subdivider as may be on the site of the work and necessary therefor; and in the event City so forecloses, the proceeds from said foreclosure sale shall be held by the Court or Trustee under the deed of trust (as the case may be) until the City's total cost and/or damage has been ascertained and then distributed first for the payment of the expenses of foreclosure, then to the City in the amount of its total cost or damage, and finally the balance to be distributed in the manner provided for by law. (b) In the event that City, after Subdivider has posted the bonds provided for in subparagraph 11(a) of this agree- ment, gives Subdivider's surety notice pursuant to the provi- sions of paragraph 19 of this agreement, Subdivider's surety shall have the duty to take over and complete the work and the improvement herein specified; provided, however, that if the surety, within five 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 the contract, and does not commence performance thereof within five days after notice to City of such election, City may take over the work and prosecute the same to completion, by contract or by any other method City may deem advisable, for the account :,-ii at the expense of Subdivider; and Subdivider and Subdivid::.- s surety shall be liable to City for any excess cost or damages occasioned 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 Subdivider as may be on the site of the work and necessary therefor. 21. 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: CITY OF SAN RAFAEL, C/O CITY ENGINEER CITY HALL, SAN RAFAEL, CALIFORNIA. Notices required to be given to Subdivider and/or to any surety of Subdivider shall be addressed as follows: Mr. Paul J. Felton One Weatherly Drive, Apt. 301 Mill Valley, California 94941 Any party may change such address by notice in writing to the other party, and thereafter notices shall be addressed and transmitted to the new address. 22. Warranty that Plans and Specifications are Adequate. Subdivider warrants that the plans and specifications above described are adequate to accomplish all of the improvement work contemplated by this agreement in a good and workmanlike manner, and in accordance with accepted construction practices. Should said plans and specifications at any time within a period of one year after final acceptance of the work performed hereunder prove to be inadequate in any respect, then Subdivider does agree to make such changes as are necessary to accomplish said work in a good, workmanlike manner, and in accordance with accepted con- struction practices. - 7 - 23. Attorney's Fees and Expenses of Litigation. Should City be required to institute legal action to compel performance of this agreement, Subdivider agrees to pay all rea— sonable attorney's fees, costs of suit, and all other expenses of litigation incurred by City in connection therewith. 24. "As Built Plans". A complete improvement and grading plan "as built" shall be filed with the City Engineer upon completion of the said work and improvements. 25. Reversion to Acreage. Should Subdivider fail to complete the construction of the improvements provided for in this agreement at the time provided for in paragraph 3 hereof, City may, on its own initiative, cause the Subdivision to be reverted to acreage in accordance with the provisions of Sections 66499.11 et seq. of the California Government Code. Furthermore, should Subdivider fail to complete the construction of the improvements provided for in this agreement within the time provided for in paragraph 3 hereof and be unable or unwilling to obtain an extension of time pursuant to the provisions of paragraph 4 of this agreement, or should Subdivider elect to not proceed with his development or with the improvements provided for in this agreement, City shall, upon the written request of Subdivider and upon Subdivider's payment of all fees and costs incurred by the City in connection with such reversion to acreage (and provided that Subdivider has not yet posted the bonds provided for in subparagraph 11(a) of this agreement), cause the Subdivision to be reverted to acreage in accordance with the provisions of Sections 66499.11 et seq. of the California Government Code. By execution of this agreement, Subdivider and City shall each be deemed to have consented to and waived any objections with respect to any reversion to acreage proceedings undertaken in accordance with the provisions of this paragraph 25. In the event of any such reversion to acreage, all rights, duties and obligations of the parties hereunder shall terminate and be of no further force or effect. 26. Attachment to Deed of Trust. A copy of this agreement shall be attached as Exhibit "1" to the deed of trust provided for in paragraph 10 of this agreement. Notwithstanding such attachment of said deed of trust, however, any reconveyance of the lien of the deed of trust provided for in paragraph 10 of this agreement shall not, in and of itself, operate to terminate or otherwise modify or be deemed satisfaction of Subdivider's obligations pursuant to the provisions of this agreement; and the termination and/or satisfaction of said obligations shall be governed soley by the provisions of this agreement. CITY OF SAN RAFAEL Mayor ATTEST: By City Cle k 0 (If the Subdivider executing this agreement is a corpora- tion, a certified copy of the By -Laws or Resolution of the Board of Directors authorizing officers of said corporation to execute this agreement shall be annexed hereto. ) Z AS TO SUFFICIENCY: City Engineer Ci y Ma ager APPR0?yq AS TO FORM. City Attorney SUBDIVISION IMPROVEMENTS 1. Construction of the extension of Clorinda Avenue as a public street. 2. Construction of all storm drain, sanitary sewer and utility systems which are appurtenant to the extension of Clorinda Avenue and which are necessary to serve Lots 1 through 17, inclusive, as shown upon the Map (as said term is defined in the agreement to which this Exhibit "A" is attached). 3. Construction of offsite drainage improvements from "D" Street to Clark Street. 4. Stabilization and/or mitigation of any unstable areas, as recommended by the project soils engineer, within the proposed open space designated on the Map as the "Clorinda Open Space". 5. Dedication, upon the completion of the construction of all other improvements required by the provisions of the agree- ment to which this Exhibit "A" is attached, of the area desig- nated on the Map as the Clorinda Open Space, said dedication to be accomplished by the recordation of a grant deed from Subdi- vider granting said Clorinda Open Space to City for open space uses, as that term is currently defined in California Government Code Section 65560, said grant deed to recite that the grant is upon the express condition that said Clorinda Open Space shall continue to be used in perpetuity for open space uses only. Exhibit "A" AGREEMENT (SUBDIVISION IMPROVEMENTS) THIS AGREEMENT is made this 19th day of March , 1984, and is entered into by and between the City of San Rafael, hereinafter referred to as "City", and Paul J. Felton, hereinafter referred to as "Subdivider", both of whom understand as follows: RECITALS: Subdivider has presented to City for approval a final subdivision map (hereinafter called "Map") entitled "Map of Oakwood Unit No. 2.1' The Map has been filed with the City Clerk of City for presentation to the City Council of the City for its approval, which Map is hereby referred to and incorporated herein; Subdivider has requested approval of the Map prior to the construction and completion of all those certain improvements required by City in connection with the approval of the Oakwood Unit No. 2 subdivision and described in Exhibit "A" attached hereto and incorporated herein, including all streets, highways or public ways and public utility facilities which are a part of the real property of Developer shown upon the Map (hereinafter called "Subdivision"), all in accordance with, and as required by, the plans and specifications for all or any of said improve- ments within the limits of Subdivision, which plans and speci- fications are now on file in the office of the City Engineer of City. Council of said City on the 19th day of March , 1984, adopted its Resolution approving Map, and has accepted the dedications therein offered, or some thereof, on condition that Subdivider first enter into and execute this agreement with City, and meet the requirements of said resolution; and This agreement is executed pursuant to the provisions of the Subdivision Map Act of the State of California and Ordinance No. 546 (as amended) of City. NOW THEREFORE, for and in consideration of the approval of the Map and of the acceptance of the dedications or some thereof, therein offered, and in order to insure satisfactory performance by Subdivider of Subdivider's obligations under said Subdivision Map Act and said ordinance, the parties agree as follows: 1. Performance of Work. Subdivider will do and perform, or cause to be done and performed, at Subdivider's own expense, in a good and workmanlike manner, and furnish all required materials, all under the direc- tion and to the satisfaction of the City Engineer of City, all of the following work and improvements within or necessary for the Subdivision, to wit: Construct and complete all of the improve- ments described in Exhibit "A" hereto, including, but not limited to, all streets, highways or public ways and public utility facilities which are a part of the Subdivision designated on said Map, all in accordance with, and as required by, the plans and specifications for all or any of said improvements within the limits of said Subdivision, which plans and specifications are now on file in the office of the City Engineer of City, and Subdivider shall also do all other work and furnish all other materials necessary in the opinion of the City Engineer, and on his order, to complete the improvements in accordance with the plans and specifications on file as hereinbefore specified, or with any changes required or ordered by said Engineer, which in his opinion are necessary or required to complete the work. 2. Work; Places and Grades to be Fixed by Engineer. All of said work is to be done at the places, of the materi- als, in the manner, and at the grades, all as shown upon the plans and specifications therefor, heretofore approved by the City Engineer and which are now on file in his office, and to the satisfaction of said City Engineer. 3. Work; Time for Performance. (a) City shall not issue any building permit for the private development of any lot within the Subdivision, nor shall Subdivider sell or convey any individual lot within the Subdivision, until the construction of all of the streets, highways or public ways and public utility facilities for said Subdivision has been completed or the completion thereof has been secured by the posting, pursuant to the provisions of subparagraph 11(a) of this agreement, of bonds, letters of credit or such other security as may be acceptable to City. None of the foregoing, however, shall be deemed to or shall preclude the Subdivider's sale or conveyance of all the lots within the Subdivision as a unit; and in the event of any such sale, the provisions hereof shall be binding upon the purchaser and his successors In interest. (b) City hereby fixes the time for the completion of said work to be within forty-two (42) months after the date of the recordation of the Map. At least fifteen calendar days prior to the commencement of work hereunder, Subdivider shall notify City Engineer in writing of the date fixed by Subdivider for commencement thereof, so that City Engineer shall be able to provide services of inspection. (c) Subdivider shall not commence the construction of any of the improvements provided for in this agreement unless and until Subdivider has posted the bonds, letters of credit or other security acceptable to City as provided for in sub- paragraph 11(a) of this agreement. 4. Time of Essence - Extension. Time is of the essence of this agreement; provided, that in the event good cause is shown therefor, the City Council may extend the time for completion of the improvements hereunder. Any such extension may be granted without notice to the Subdi- vider's surety, and extensions so granted shall not relieve the surety's liability on the bond to secure the faithful performance of this agreement. The City Council shall be the sole and final judge as to whether or not good cause has been shown to entitle Subdivider to an extension. 5. Repairs and Replacements. Subdivider shall replace, or have replaced, or repair, or have repaired, as the case may be, all pipes and monuments shown on the Map which have been destroyed or damaged, and Subdivider shall replace or have replaced, repair, or have repaired, as the case may be, or pay to the owner, the entire cost of replacement or repairs, of any and all property damaged or destroyed by reason of any work done hereunder, whether such property be owned by the United States or any agency thereof, or the State of California, or any agency or political subdivision thereof, or by the City or by any public or private corporation, or by any per- son whomsoever, or by any combination of such owners. Any such repair or replacement shall be to the satisfaction, and subject to the approval, of the City Engineer. 6. Utility Deposits - Statement. Subdivider shall file with the City Clerk, prior to the com- mencement of any work to be performed within the area delineated on the Map, a written statement signed by Subdivider, and each public utility corporation involved, to the effect that Subdi- vider has made all deposits legally required by such public utility corporation for the connection of any and all public utilities to be supplied by such public utility corporation within the Subdivision. 7. Permits; Compliance with Law. Subdivider shall, at Subdivider's expense, obtain all neces- sary permits and licenses for the construction of such improve- ments, give all necessary notices and pay all fees and taxes required by law. 8. Superintendence by Subdivider. Subdivider shall give personal superintendence to the work on said improvement, or have a competent foreman or superintendent, satisfactory to the City Engineer, on the work at all times during progress, with authority to act for Subdivider. 9. Inspection by City Engineer. All improvements required hereunder shall be inspected by City Engineer. Subdivider shall at all times maintain proper facilities, and provide safe access for inspection by City Engi- neer, to all parts of the work, and to the shops wherein the work is in preparation. 10. Contract Security. Concurrently with the execution hereof, Subdivider shall furnish a deed of trust (in the form heretofore approved by City) granting City a security interest in the Subdivision for the purpose of assuring to City the performance of Subdivider's obligations under this agreement. 11. Release of Lien of Deed of Trust. (a) In event Subdivider desires at any time to have the Subdivision released from the lien of the deed of trust pro- vided for in paragraph 10 of this agreement, City shall take all steps reasonably necessary to cause the lien of said deed of trust to be released and reconveyed, provided that.Subdi- vider has furnished: (1) A surety bond, in amount equal to at least one hundred percent of the contract price for the work provided for in this agree- ment which remains to be done, as security for the faithful performance of this agreement; and, (2) A separate surety bond, in an amount equal to at least fifty percent of the con- tract price, as security for the payment of all persons performing labor on and furnishing materials to the Subdivision in connection with work done provided for in this agreement. The surety on each of said bonds and the form thereof shall be satisfactory to the City Attorney. (b) In the event that either City or Subdivider should - 3 - at any time commence, undertake or request the commencement or undertaking of reversion to acreage proceedings for the Subdivision in accordance with the provisions of paragraph 25 of this agreement, City shall, upon the completion of said reversion to acreage proceedings, take all steps reasonably necessary to cause the lien of the deed of trust provided for in paragraph 10 of this agreement to be released and recon- veyed and, notwithstanding any other provision of this agree- ment, Subdivider shall not be required to post the bonds described in subparagraph 11(a) of this agreement. 12. Hold -Harmless Agreement. Subdivider hereby agrees to, and shall, hold City, its elec- tive and appointive boards, commissions, officers, agents and employees, harmless from any liability for damage or claims for damage for personal injury, including death, as well as from claims for property damage which may arise from Subdivider's or Subdivider's contractors', subcontractors', agents' or employees' operations under this agreement, whether such operations be done by Subdivider or by any of Subdivider's contractors, subcontrac- tors, or by any one or more persons directly or indirectly employed by, or acting as agent for, Subdivider or any of Subdi- vider's contractors or subcontractors. Subdivider agrees to, and shall, defend City and its elective and appointive boards, com- missions, officers, agents and employees from any suits or actions at law or in equity for damages caused, or alleged to have been caused, by reason of any of the aforesaid operations; provided as follows: (a) That City does not, a'nd shall not, waive any rights against Subdivider which it may have by reason of the afore- said hold -harmless agreement, because of the acceptance by City, or the deposit which City by Subdivider, of any of the insurance policies described in paragraph 13 hereof. (b) That the aforesaid hold -harmless agreement by Sub- divider 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 operations 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. 13. Subdivider's Insurance. Subdivider shall not commence work under this agreement until Subdivider shall have obtained all insurance required under this paragraph, nor shall Subdivider allow any contractor or subcon- tractor to commence work on his contract or subcontract until all similar insurance required of the contractor or subcontractor snall have been so obtained and approved. 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) Compensation Insurance. Subdivider shall maintain, during the life of this agreement, Workmen's Compensation Insurance for all of Subdivider's employees employed at the site of improvement, and in case any work is sublet, Subdi- vider shall require any contractor or subcontractor similarly to provide Workmen's Compensation Insurance for all con- tractors' or subcontractor's employees, unless such employees are covered by the protection afforded by Subdivider. In case any class of employees engaged in work under this agree- ment at the site of the project is not protected under any - 4 - Workmen's Compensation law, Subdivider shall provide, and shall cause each contractor and sub -contractor to provide, adequate insurance for the protection of employees otherwise protected. Subdivider hereby indemnifies City for any damage resulting to it from failure of either Subdivider or any contractor or subcontractor to take out or maintain such insurance. (b) Public Liability and Property Damage Insurance. Subdivider shall take out and maintain during the life of this agreement such public liability and property damage insurance as shall insure City, its elective and appointive boards, commissions, officers, agents and employees, Subdi- vider and any contractor or subcontractor performing work covered by this agreement from claims for damages for per- sonal injury, including death, as well as from claims for property damage which may arise from Subdivider's or any contractor's or subcontractor's operations hereunder, whether such operations be by Subdivider or any contractor or subcon- tractor, or by any one directly or indirectly employed by either Subdivider or any contractor or subcontractor, and the amounts of such insurance shall be as follows: (1) Public Liability Insurance. In an amount not less than $1,000,000 for injuries, including, but not limited to, death, to any one person and, subject to the same limit for each person, in an amount not less than $5,000,000.00 on account of any one occurrence; (2) Property Damage Insurance. In an amount of not less than $500,000.00 for damage to the property of each person on account of any one occurrence. (c) Cross -Liability Endorsement. In the event that any of the aforesaid insurance policies provided for in this paragraph 13 insures any entity, person, board or commission other than those mentioned in this paragraph, such policy shall contain a standard form of cross -liability endorsement, insuring on such policy City, its elective and appointive boards, commissions, officers, agents and employees, Subdi- vider and any contractor or subcontractor performing work covered by this agreement. 14. Evidence of Insurance. Subdivider shall furnish City, prior to the commencement of any work provided for pursuant to this agreement, with satis- factory evidence of the insurance required, and evidence that each carrier is required to give City at least ten days' prior notice of the cancellation or reduction in coverage of any policy during the effective period of this agreement. 15. Title to Improvements. Title to, and ownership of, all improvements constructed hereunder by Subdivider within dedicated right-of-ways or dedicated easements shall vest absolutely in City, upon completion and acceptance of such improvements by City. 16. Repair or Reconstruction of Defective work. If, within a period of one year after final acceptance of the work performed under this agreement, any structure or part of any structure furnished and/or installed or constructed or caused to be installed or constructed by Subdivider, or any of the work done under this agreement, fails to fulfill any of the require- ments of this agreement or the specifications referred to herein, - 5 - Subdivider shall without delay and without any cost to City, repair or replace or reconstruct any defective or otherwise unsatisfactory part or parts of the work or structure. Should Subdivider fail to act promptly or in accordance with this requirement, or should the exigencies of the case require repairs or replacements to be made before Subdivider can be notified, City may, at its option, make the necessary repairs or replace- rinents or perform the necessary work and Subdivider shall pay to City the actual cost of such repairs plus fifteen (15) percent. 17. Subdivider not Agent of City. Neither Subdivider nor any of Subdivider's agents or con- tractors are or shall be considered to be agents of City in connection with the performance of Subdivider's obligations under this agreement. 18. Cost of Engineering, Plan Check and Inspection. Subdivider shall pay to the City all plan check and inspection costs as required by Section 15.20.070 of the San Rafael Municipal Code, said cost to be paid at the time of construction of the improvements required hereunder by Subdivider based upon the then current estimate of Subdivider's Engineer as approved by City. 19. Notice of Breach and Default. If Subdivider refuses or fails to obtain prosecution of the work, or any severable part thereof, with such diligence as will insure its completion of said work within the time speci- fied, or any extensions thereof, or fails to obtain completion of said work within such time, or if the Subdivider should be adjudged a bankrupt, or Subdivider should make a general assign- ment for the benefit of Subdivider's creditors, or if a receiver should be appointed in the event of Subdivider's insolvency, o if Subdivider, or any of Subdivider's contractors, subcontrac- tors, agents or employees, should violate any of the provisions of this agreement, City Engineer or City Council may serve writ- ten notice upon Subdivider and (if Subdivider has theretofor posted the bonds provided for in subparagraph 11(a) of this agreement) Subdivider's surety of breach of this agreement, or of any portion thereof, and default of Subdivider. 20. Breach of Agreement; Performance by Surety or City. (a) In the event that City, prior to Subdivider's posting of the bonds provided for in subparagraph 11(a) of this agreement, gives Subdivider notice pursuant to the provisions of paragraph 19 of this agreement City shall have the right (unless Subdivider, within thirty (30) days after City's notice, cures the default, commences curing the default and diligently pursues such curing to completion, or requests that the Subdivision be reverted to acreage pursuant to the provisions of paragraph 25 of this agreement) to foreclose, either judicially or through the power of sale contained in the deed of trust described in paragraph 10 of this agreement, upon the Subdivision under and pursuant to said deed of trust in order to recover the cost and/or damage theretofore or thereafter incurred by City in connection with its taking over of the work and either (in City's sole dis- cretion) prosecuting the same to completion or restoring the Subdivision to its original condition by contract or by any other method City may deem advisable, for the account and at the expense of Subdivider; 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 - 6 - other property belonging to Subdivider as may be on the site of the work and necessary therefor; and in the event City so forecloses, the proceeds from said foreclosure sale shall be held by the Court or Trustee under the deed of trust (as the case may be) until the City's total cost and/or damage has been ascertained and then distributed first for the payment of the expenses of foreclosure, then to the City in the amount of its total cost or damage, and finally the balance to be distributed in the manner provided for by law. (b) In the event that City, after Subdivider has posted the bonds provided for in subparagraph 11(a) of this agree- ment, gives Subdivider's surety notice pursuant to the provi- sions of paragraph 19 of this agreement, Subdivider's surety shall have the duty to take over and complete the work and the improvement herein specified; provided, however, that if the surety, within five 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 the contract, and does not commence performance thereof within five days after notice to City of such election, City may take over the work and prosecute the same to completion, by contract or by any other method City may deem advisable, for the account and at the expense of Subdivider; and Subdivider and Subdivider's surety shall be liable to City for any excess cost or damages occasioned 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 Subdivider as may be on the site of the work and necessary therefor. 21. 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: CITY OF SAN RAFAEL, C/O CITY ENGINEER CITY HALL, SAN RAFAEL, CALIFORNIA. Notices required to be given to Subdivider and/or to any surety of Subdivider shall be addressed as follows: Mr. Paul J. Felton One Weatherly Drive, Apt. 301 Mill Valley, California 94941 Any party may change such address by notice in writing to the other party, and thereafter notices shall be addressed and transmitted to the new address. 22. Warranty that Plans and Specifications are Adequate. Subdivider warrants that the plans and specifications above described are adequate to accomplish all of the improvement work contemplated by this agreement in a good and workmanlike manner, and in accordance with accepted construction practices. Should said plans and specifications at any time within a period of one year after final acceptance of the work performed hereunder prove to be inadequate in any respect, then Subdivider does agree to make such changes as are necessary to accomplish said work in a good, workmanlike manner, and in accordance with accepted con- struction practices. 7 - 23. Attorney's Fees and Expenses of Litigation. Should City be required to institute legal action to compel performance of this agreement, Subdivider agrees to pay all rea— sonable attorney's fees, costs of suit, and all other expenses of litigation incurred by City in connection therewith. 24. "As Built Plans". A complete improvement and grading plan "as built" shall be filed with the City Engineer upon completion of the said work and improvements. 25. Reversion to Acreage. Should Subdivider fail to complete the construction of the improvements provided for in this agreement at the time provided for in paragraph 3 hereof, City may, on its own initiative, cause the Subdivision to be reverted to acreage in accordance with the provisions of Sections 66499.11 et seg. of the California Government Code. Furthermore, should Subdivider fail to complete the construction of the improvements provided for in this agreement within the time provided for in paragraph 3 hereof and be unable or unwilling to obtain an extension of time pursuant to the provisions of paragraph 4 of this agreement, or should Subdivider elect to not proceed with his development or with the improvements provided for in this agreement, City shall, upon the written request of Subdivider and upon Subdivider's payment of all fees and costs incurred by the City in connection with such reversion to acreage (and provided that Subdivider has not yet posted the bonds provided for in subparagraph 11(a) of this agreement), cause the Subdivision to be reverted to acreage in accordance with the provisions of Sections 66499.11 et seq. of the California Government Code. Any other provision of this agreement notwithstanding, however, as a condition to the completion of said reversion to acreage proceedings, Subdivider shall take such steps as may be required to create sanitary sewer easements over and across the Greenwood Open Space and Upper T-cy on Open Space (as shown upon the Map) and the Subdivision, said easements to be appurtenant to and for the benefit of Lots 23 and 24 (as said Lots are shown upon that certain map entitled Oakwood Unit No. 3" filed for record o .ia0 )V f , , 1984, in Volume of Maps at Page 17, Marin County Records) and to be located in the same place as the sanitary sewer easements shown upon the Map. By execution of this agreement, Subdivider and City shall each be dee-:ed to have consented to and waived any objections with respect to any reversion to acreage proceedings undertaken in accordance with the provisions of this paragraph 25. In the event of any such reversion to acreage, all rights, duties and obligations of the parties hereunder shall terminate and be of no further force or effect. 26. Attachment to Deed of Trust. A copy of this agreement shall be attached as Exhibit "1" to the deed of trust provided for in paragraph 10 of this agreement. Notwithstanding such attachment of said deed of trust, however, any reconveyance of the lien of the deed of trust provided for in paragraph 10 of this agreement shall not, in and of itself, operate to terminate or otherwise modify or be deemed satisfaction of Subdivider's obligations pursuant to the provisions of this agreement; and the termination and/or satisfaction of said obligations shall be governed soley by the provisions of this agreement. CITY OF SAN RAFAEL Z 'Ut, Mayor ATTEST: By -da! City.C1e (If the Subdivider executing this agreement is a corpora- tion, a certified copy of the By -Laws or Resolution of the Board of Directors authorizing officers of said corporation to execute this agreement shall be annexed hereto.) AP OV D AS TO S FICIENCY: City Engineer City Manager B bdivider By - 9 - APPROVE Q,A,S TO FORM: ty At/forney SUBDIVISION IMPROVEMENTS 1. Construction of the extension of Greenwood Avenue as a public street. 2. Construction of all storm drain, sanitary sewer and utility systems which are appurtenant to the extension of Greenwood Avenue and which are necessary to serve Lots 18 through 22, inclusive, as shown upon the Map (as said term is defined in the agreement to which this Exhibit "A" is attached). 3. Stabilization and/or mitigation of any unstable areas, as recommended by the project soils engineer, within the proposed open spaces designated on the Map as the "Greenwood Open Space" and Upper Toyon Open Space." 4. Dedication, upon the completion of the construction of all other improvements required by the provisions of the agree- ment to which this Exhibit "A" is attached, of the areas desig- nated on the Map as the Greenwood Open Space and as the Upper Toyon Open Space, said dedication to be accomplished by the recordation of a grant deed from Subdivider granting said Greenwood Open Space and Upper Toyon Open Space to City for open space uses, as that term is currently defined in California Government Code Section 65560, said grant deed to recite that the grant is upon the express condition that said Greenwood Open Space and Upper Toyon Open Space shall both continue to be used in perpetuity for open space uses only. Exhibit "A" AGREEMENT (SUBDIVISION IMPROVEMENTS) THIS AGREEMENT is made this 19th day of March , 1984, and is entered into by and between the City of San Rafael, hereinafter referred to as "City", and Paul J. Felton, hereinafter referred to as "Subdivider", both of whom understand as follows: RECITALS: Subdivider has presented to City for approval a final subdivision map (hereinafter called "Map") entitled "Map of Oakwood Units No. 4 & 5." The Map has been filed with the City Clerk of City for presentation to the City Council of the City for its approval, which Map is hereby referred to and incorporated herein; Subdivider has requested approval of the Map prior to the construction and completion of all those certain improvements required by City in connection with the approval of the Oakwood Unit No. 4 subdivision and described in Exhibit "A" attached hereto and incorporated herein, including all streets, highways or public ways and public utility facilities which are a part of the real property of Developer shown upon the Map (hereinafter called "Subdivision"), all in accordance with, and as required by, the plans and specifications for all or any of said improvements within the limits of Subdivision, which plans and specifications are now on file in the office of the City Engineer of City. Council of said C i ty on the 19th day of March , 1984, adopted its Resolution approving Map, and has accepted the dedications therein offered, or some thereof, on condition that Subdivider first enter into and execute this agreement with City, and meet the requirements of said resolution; and This agreement is executed pursuant to the provisions of the Subdivision Map Act of the State of California and Ordinance No. 546 (as amended) of City. NOW THEREFORE, for and in consideration of the approval of the Map and of the acceptance of the dedications or some thereof, therein offered, and in order to insure satisfactory performance by Subdivider of Subdivider's obligations under said Subdivision Map Act and said ordinance, the parties agree as follows: 1. Performance of Work. Subdivider will do and perform, or cause to be done and performed, at Subdivider's own expense, in a good and workmanlike manner, and furnish all required materials, all under the direc- tion and to the satisfaction of the City Engineer of City, all of the following work and improvements within or necessary for the Subdivision, to wit: Construct and complete all of the improve- ments described in Exhibit "A" hereto, including, but not limited to, all streets, highways or public ways and public utility facilities which are a part of the Subdivision designated on said Map, all in accordance with, and as required by, the plans and specifications for all or any of said improvements within the limits of said Subdivision, which plans and specifications are now on file in the office of the City Engineer of City, and Subdivider shall also do all other work and furnish all other materials necessary in the opinion of the City Engineer, and on his order, to complete the improvements in accordance with the plans and specifications on file as hereinbefore specified, or with any changes required or ordered by said Engineer, which in his opinion are necessary or required to complete the work. 2. Work; Places and Grades to be Fixed by Engineer. All of said work is to be done at the places, of the materi- als, in the manner, and at the grades, all as shown upon the plans and specifications therefor, heretofore approved by the City Engineer and which are now on file in his office, and to the satisfaction of said City Engineer. 3. Work; Time for Performance. (a) City shall not issue any building permit for the private development of any lot within the Subdivision, nor shall Subdivider sell or convey any individual lot within the Subdivision, until the construction of all of the streets, highways or public ways and public utility facilities for said Subdivision has been completed or the completion thereof has been secured by the posting, pursuant to the provisions of subparagraph 11(a) of this agreement, of bonds, letters of credit or such other security as may be acceptable to City. None of the foregoing, however, shall be deemed to or shall preclude the Subdivider's sale or conveyance of all the lots within the Subdivision as a unit; and in the event of any such sale, the provisions hereof shall be binding upon the purchaser and his successors in interest. (b) City hereby fixes the time for the completion of said work to be within five (5) years after the date of the recordation of the Map. At least fifteen calendar days prior to the commencement of work hereunder, Subdivider shall notify City Engineer in writing of the date fixed by Subdi- vider for commencement thereof, so that City Engineer shall be able to provide services of inspection. (c) Subdivider shall not commence the construction of any of the improvements provided for in this agreement unless and until Subdivider has posted the bonds, letters of credit or other security acceptable to City as provided for in sub- paragraph 11(a) of this agreement. 4. Time of Essence - Extension. Time is of the essence of this agreement; provided, that in the event good cause is shown therefor, the City Council may extend the time for completion of the improvements hereunder. Any such extension may be granted without notice to the Subdi- vider's surety, and extensions so granted shall not relieve the surety's liability on the bond to secure the faithful performance of this agreement. The City Council shall be the sole and final judge as to whether or not good cause has been shown to entitle Subdivider to an extension. 5. Repairs and Replacements. Subdivider shall replace, or have replaced, or repair, or have repaired, as the case may be, all pipes and monuments shown on the Map which have been destroyed or damaged, and Subdivider shall replace or have replaced, repair, or have repaired, as the case may be, or pay to the owner, the entire cost of replacement or repairs, of any and all property damaged or destroyed by reason of any work done hereunder, whether such property be owned by the United States or any agency thereof, or the State of California, or any agency or political subdivision thereof, or by - 2 - the City or by any public or private corporation, or by any per- son whomsoever, or by any combination of such owners. Any such repair or replacement shall be to the satisfaction, and subject to the approval, of the City Engineer. 6. Utility Deposits - Statement. Subdivider shall file with the City Clerk, prior to the com- mencement of any work to be performed within the area delineated on the Map, a written statement signed by Subdivider, and each public utility corporation involved, to the effect that Subdi- vider has made all deposits legally required by such public utility corporation for the connection of any and all public utilities to be supplied by such public utility corporation - within the Subdivision. 7. Permits; Compliance with Law. Subdivider shall, at Subdivider's expense, obtain all neces- sary permits and licenses for the construction of such improve- ments, give all necessary notices and pay all fees and taxes required by law. 8. Superintendence by Subdivider. Subdivider shall give personal superintendence to the work on said improvement, or have a competent foreman or superintendent, satisfactory to the City Engineer, on the work at all times during progress, with authority to act for Subdivider. 9. Inspection by City Engineer. All improvements required hereunder shall be inspected by City Engineer. Subdivider shall at all times maintain proper facilities, and provide safe access for inspection by City Engi- neer, to all parts of the work, and to the shops wherein the work is in preparation. 10. Contract Security. Concurrently with the execution hereof, Subdivider shall furnish a deed of trust (in the form heretofore approved by City) granting City a security interest in the Subdivision for the purpose of assuring to City the performance of Subdivider's obligations under this agreement. 11. Release of Lien of Deed of Trust. (a) In event Subdivider desires at any time to have the Subdivision released from the lien of the deed of trust pro- vided for in paragraph 10 of this agreement, City shall take all steps reasonably necessary to cause the lien of said deed of trust to be released and reconveyed, provided that Subdi- vider has furnished: (1) A surety bond, in amount equal to at least one hundred percent of the contract price for the work provided for in this agree- ment which remains to be done, as security for the faithful performance of this agreement; and, (2) A separate surety bond, in an amount equal to at least fifty percent of the con- tract price, as security for the payment of all persons performing labor on and furnishing materials to the Subdivision in connection with work done provided for in this agreement. The surety on each of said bonds and the form thereof shall be satisfactory to the City Attorney. (b) In the event that either City or Subdivider should - 3 - at any time commence, undertake or request the commencement or undertaking of reversion to acreage proceedings for the Subdivision in accordance with the provisions of paragraph 25 of this agreement, City shall, upon the completion of said reversion to acreage proceedings, take all steps reasonably necessary to cause the lien of the deed of trust provided for in paragraph 10 of this agreement to be released and recon- veyed and, notwithstanding any other provision of this agree- ment, Subdivider shall not be required to post the bonds described in subparagraph 11(a) of this agreement. 12. Hold -Harmless Agreement. Subdivider hereby agrees to, and shall, hold City, its elec- tive and appointive boards, commissions, officers, agents and employees, harmless from any liability for damage or claims for damage for personal injury, including death, as well as from claims for property damage which may arise from Subdivider's or Subdivider's contractors', subcontractors', agents' or employees' operations under this agreement, whether such operations be done by Subdivider or by any of Subdivider's contractors, subcontrac- tors, or by any one or more persons directly or indirectly employed by, or acting as agent for, Subdivider or any of Subdi- vider's contractors or subcontractors. Subdivider agrees to, and shall, defend City and its elective and appointive boards, com- missions, officers, agents and employees from any suits or actions at law or in equity for damages caused, or alleged to have been caused, by reason of any of the aforesaid operations; provided as follows: (a) That City does not, and shall not, waive any rights against Subdivider which it may have by reason of the afore- said hold -harmless agreement, because of the acceptance by City, or the deposit which City by Subdivider, of any of the insurance policies described in paragraph 13 hereof. (b) That the aforesaid hold -harmless agreement by Sub- divider 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 operations 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. 13. Subdivider's Insurance. Subdivider shall not commence work under this agreement until Subdivider shall have obtained all insurance required under this paragraph, nor shall Subdivider allow any contractor or subcon- tractor to commence work on his contract or subcontract until all similar insurance required of the contractor or subcontractor shall have been so obtained and approved. 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) Compensation Insurance. Subdivider shall maintain, during the life of this agreement, Workmen's Compensation Insurance for all of Subdivider's employees employed at the site of improvement, and in case any work is sublet, Subdi- vider shall require any contractor or subcontractor similarly to provide Workmen's Compensation Insurance for all con- tractors' or subcontractor's employees, unless such employees are covered by the protection afforded by Subdivider. In case any class of employees engaged in work ander this agree- ment at the site of the project is not protected under any - 4 - Workmen's Compensation law, Subdivider shall provide, and shall cause each contractor and sub -contractor to provide, adequate insurance for the protection of employees otherwise protected. Subdivider hereby indemnifies City for any damage resulting to it from failure of either Subdivider or any contractor or subcontractor to take out or maintain such insurance. (b) Public Liability and Property Damage Insurance. Subdivider shall take out and maintain during the life of this agreement such public liability and property damage insurance as shall insure City, its elective and appointive boards, commissions, officers, agents and employees, Subdi- vider and any contractor or subcontractor performing work covered by this agreement from claims for damages for per- sonal injury, including death, as well as from claims for property damage which may arise from Subdivider's or any contractor's or subcontractor's operations hereunder, whether such operations be by Subdivider or any contractor or subcon- tractor, or by any one directly or indirectly employed by either Subdivider or any contractor or subcontractor, and the amounts of such insurance shall be as follows: (1) Public Liability Insurance. In an amount not less than $1,000,000 for injuries, including, but not limited to, death, to any one person and, subject to the same limit for each person, in an amount not less than $5,000,000.00 on account of any one occurrence; (2) Property Damage Insurance. In an amount of not less than $500,000.00 for damage to the property of each person on account of any one occurrence. (c) Cross -Liability Endorsement. In the event that any of the aforesaid insurance policies provided for in this paragraph 13 insures any entity, person, board or commission other than those mentioned in this paragraph, such policy shall contain a standard form of cross -liability endorsement, insuring on such policy City, its elective and appointive boards, commissions, officers, agents and employees, Subdi- vider and any contractor or subcontractor performing work covered by this agreement. 14. Evidence of Insurance. Subdivider shall furnish City, prior to the commencement of any work provided for pursuant to this agreement, with satis- factory evidence of the insurance required, and evidence that each carrier is required to give City at least ten days' prior notice of the cancellation or reduction in coverage of any policy during the effective period of this agreement. 15. Title to Improvements. Title to, and ownership of, all improvements constructed hereunder by Subdivider within dedicated right-of-ways or dedicated easements shall vest absolutely in City, upon completion and acceptance of such improvements by City. 16. Repair or Reconstruction of Defective Work. If, within a period of one year after final acceptance of the work performed under this agreement, any structure or part of any structure furnished and/or installed or constructed or caused to be installed or constructed by Subdivider, or any of the work done under this agreement, fails to fulfill any of the require- ments of this agreement or the specifications referred to herein, - 5 - Subdivider shall without delay and without any cost to City, repair or replace or reconstruct any defective or otherwise unsatisfactory part or parts of the work or structure. Should Subdivider fail to act promptly or in accordance with this requirement, or should the exigencies of the case require repairs or replacements to be made before Subdivider can be notified, City may, at its option, make the necessary repairs or replace- ments or perform the necessary work and Subdivider shall pay to City the actual cost of such repairs plus fifteen ( 15 ) percent. 17. Subdivider not Agent of City. Neither Subdivider nor any of Subdivider's agents or con- tractors are or shall be considered to be agents of City in connection with the performance of Subdivider's obligations under this agreement. 18. Cost of Engineering, Plan Check and Inspection. Subdivider shall pay to the City all plan check and inspection costs as required by Section 15.20.070 of the San Rafael Municipal Code, said cost to be paid at the time of construction of the improvements required hereunder by Subdivider based upon the then current estimate of Subdivider's Engineer as approved by City. 19. Notice of Breach and Default. If Subdivider refuses or fails to obtain prosecution of the work, or any severable part thereof, with such diligence as will insure its completion of said work within the time speci- fied, or any extensions thereof, or fails to obtain completion of said work within such time, or if the Subdivider should be adjudged a bankrupt, or Subdivider should make a general assign- ment for the benefit of Subdivider's creditors, or if a receiver should be appointed in the event of Subdivider's insolvency, or if Subdivider, or any of Subdivider's contractors, subcontrac- tors, agents or employees, should violate any of the provisions of this agreement, City Engineer or City Council may serve writ- ten notice upon Subdivider and (if Subdivider has theretofor posted the bonds provided for in subparagraph 11(a) of this agreement) Subdivider's surety of breach of this agreement, or of any portion thereof, and default of Subdivider. 20. Breach of Agreement; Performance by Surety or City. (a) In the event that City, prior to Subdivider's posting of the bonds provided for in subparagraph 11(a) of this agreement, gives Subdivider notice pursuant to the provisions of paragraph 19 of this agreement City shall have the right (unless Subdivider, within thirty (30) days after City's notice, cures the default, commences curing the default and diligently pursues such curing to completion,' or requests that the Subdivision be reverted to acreage pursuant to the provisions of paragraph 25 of this agreement) to foreclose, either judicially or through the power of sale contained in the deed of trust described in paragraph 10 of this agreement, upon the Subdivision under and pursuant to said deed of trust in order to recover the cost and/or damage theretofore or thereafter incurred by City in connection with its taking over of the work and either.(in City's sole dis- cretion) prosecuting the same to completion or restoring the Subdivision to its original condition by contract or by any other method City may deem advisable, for the account and at the expense of Subdivider; 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 - 6 - other property belonging to Subdivider as may be on the site of the work and necessary therefor; and in the event City so forecloses, the proceeds from said foreclosure sale shall be held by the Court or Trustee under the deed of trust (as the case may be) until the City's total cost and/or damage has been ascertained and then distributed first for the payment of the expenses of foreclosure, then to the City in the amount of its total cost or damage, and finally the balance to be distributed in the manner provided for by law. (b) In the event that City, after Subdivider has posted the bonds provided for in subparagraph 11(a) of this agree- ment, gives Subdivider's surety notice pursuant to the provi- sions of paragraph 19 of this agreement, Subdivider's surety shall have the duty to take over and complete the work and the improvement herein specified; provided, however, that if the surety, within five 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 the contract, and does not commence performance thereof within five days after notice to City of such election, City may take over the work and prosecute the same to completion, by contract or by any other method City may deem advisable, for the account and at the expense of Subdivider; and Subdivider and Subdivider's surety shall be liable to City for any excess cost or damages occasioned 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 Subdivider as may be on the site of the work and necessary therefor. 21. 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: CITY OF SAN RAFAEL, C/O CITY ENGINEER CITY HALL, SAN RAFAEL, CALIFORNIA. Notices required to be given to Subdivider and/or to any surety of Subdivider shall be addressed as follows: Mr. Paul J. Felton One Weatherly Drive, Apt. 301 Mill Valley, California 94941 Any party may change such address by notice in writing to the other party, and thereafter notices shall be addressed and transmitted to the new address. 22. Warranty that Plans and Specifications are Adequate. Subdivider warrants that the plans and specifications above described are adequate to accomplish all of the improvement work contemplated by this agreement in a good and workmanlike manner, and in accordance with accepted construction practices. Should said plans and specifications at any time within a period of one year after final acceptance of the work performed hereunder prove to be inadequate in any respect, then Subdivider does agree to make such changes as are necessary to accomplish said work in a good, workmanlike manner, and in accordance with accepted con- struction practices. -- 7 - 23. Attorney's Fees and Expenses of Litigation. Should City be required to institute legal action to compel performance of this agreement, Subdivider agrees to pay all rea- sonable attorney's fees, costs of suit, and all other expenses of litigation incurred by City in connection therewith. 24. "As Built Plans" A complete improvement and grading plan "as built" shall be filed with the City Engineer upon completion of the said work and improvements. 25. Reversion to Acreage. Should Subdivider fail to complete the construction of the improvements provided for in this agreement at the time provided for in paragraph 3 hereof, City may, on its own initiative, cause the Subdivision to be reverted to acreage in accordance with the provisions of Sections 66499.11 et seq. of the California Government Code. Furthermore, should Subdivider fail to complete the construction of the improvements provided for in this agreement within the time provided for in paragraph 3 hereof and be unable or unwilling to obtain an extension of time pursuant to the provisions of paragraph 4 of this agreement, or should Subdivider elect to not proceed with his development or with the improvements provided for in this agreement, City shall, upon the written request of Subdivider and upon Subdivider's payment of all fees and costs incurred by the City in connection with such reversion to acreage (and provided that Subdivider has not yet posted the bonds provided for in subparagraph 11(a) of this agreement), cause the Subdivision to be reverted to acreage in accordance with the provisions of Sections 66499.11 et seq. of the California Government Code. By execution of this agreement, Subdivider and City shall each be deemed to have consented to and waived any objections with respect to any reversion to acreage proceedings undertaken. in accordance with the provisions of this paragraph 25. In the event of any such reversion to acreage, all rights, duties and obligations of the parties hereunder shall terminate and be of no further force or effect. - 8 - 26. Attachment to Deed of Trust. A copy of this agreement shall be attached as Exhibit "1" to the deed of trust provided for in paragraph 10 of this agreement. Notwithstanding such attachment of said deed of trust, however, any reconveyance of the lien of the deed of trust provided for in paragraph 10 of this agreement shall not, in and of itself, operate to terminate or otherwise modify or be deemed satisfaction of Subdivider's obligations pursuant to the provisions of this agreement; and the termination and/or satisfaction of said obligations shall be governed soley by the provisions of this agreement. CITY OF SAN RAFAEL l Mayor ATTEST: BY City Cler M (If the Subdivider executing this agreement is a corpora- tion, a certified copy of the By -Laws or Resolution of the Board of Directors authorizing officers of said corporation to execute this agreement shall be annexed hereto.) _. z �-r✓ divider APP VE AS TO SUFFICIENCY: APPROVE AS TO FORM: City En ineer City torney Ci y Manager - 9 - r SUBDIVISION IMPROVEMENTS 1. Construction of Spring Grove Lane as a private street. 2. Construction of all storm drain, sanitary sewer and utility systems which are appurtenant to Spring Grove Lane and which are necessary to serve Lots 25 through 32, inclusive, as shown upon the Map (as said term is defined in the agreement to which this Exhibit "A" is attached). 3. Stabilization and/or mitigation of any unstable areas, as recommended by the project soils engineer, within the proposed open space designated on the Map as the "Spring Grove Open Space". 4. Dedication, upon the completion of the construction of all other improvements required by the provisions of the agree- ment to which this Exhibit "A" is attached, of the area desig- nated on the Map as the Spring Grove Open Space, said dedication to be accomplished by the recordation of a grant deed from Subdi- vider granting said Spring Grove Open Space to City for open space uses, as that term is currently defined in California Government Code Section 65560, said grant deed to recite that the grant is upon the express condition that said Spring Grove Open Space shall continue to be used in perpetuity for open space uses only. Exhibit "A" AGREEMENT (SUBDIVISION IMPROVEMENTS) THIS AGREEMENT is made this 19th day of March , 1984, and is entered into by and between the City of San Rafael, hereinafter referred to as "City", and Paul J. Felton, hereinafter referred to as "Subdivider", both of whom understand as follows: RECITALS: Subdivider has presented to City for approval a final subdivision map (hereinafter called "Map") entitled "Map of Oakwood Units No. 4 & 5." The Map has been filed with the City Clerk of City for presentation to the City Council of the City for its approval, which Map is hereby referred to and incorporated herein; Subdivider has requested approval of the Map prior to the construction and completion of all those certain improvements required by City in connection with the approval of the Oakwood Unit No. 5 subdivision and described in Exhibit "A" attached hereto and incorporated herein, including all streets, highways or public ways and public utility facilities which are a part of the real property of Developer shown upon the Map (hereinafter called "Subdivision"), all in accordance with, and as required by, the plans and specifications for all or any of said improvements within the limits of Subdivision, which plans and specifications are now on file in the office of the City Engineer, of City. Council of said City on the 19th day of March 1984, adopted its Resolution approving Map, and has accepted the dedications therein offered, or some thereof, on condition that Subdivider first enter into and execute this agreement with City, and meet the requirements of said resolution; and This agreement is executed pursuant to the provisions of the Subdivision Map Act of the State of California and Ordinance No. 546 (as amended) of City. NOW THEREFORE, for and in consideration of the approval of the Map and of the acceptance of the dedications or some thereof, therein offered, and in order to insure satisfactory performance by Subdivider of Subdivider's obligations under said Subdivision Map Act and said ordinance, the parties agree as follows: 1. Performance of Work. Subdivider will do and perform, or cause to be done and performed, at Subdivider's own expense, in a good and workmanlike manner, and furnish all required materials, all under the direc- tion and to the satisfaction of the City Engineer of City, all of the following work and improvements within or necessary for the Subdivision, to wit: Construct and complete all of the improve- ments described in Exhibit "A" hereto, including, but not limited to, all streets, highways or public ways and public utility facilities which are a part of the Subdivision designated on said Map, all in accordance with, and as required by, the plans and specifications for all or any of said improvements within the limits of said Subdivision, which plans and specifications are now on file in the office of the City Engineer of City, and Subdivider shall also do all other work and furnish all other materials necessary in the opinion of the City Engineer, and on his order, to complete the improvements in accordance with the plans and specifications on file as hereinbefore specified, or with any changes required or ordered by said Engineer, which in his opinion are necessary or required to complete the work. 2. Work; Places and Grades to be Fixed by Engineer. All of said work is to be done at the places, of the materi- als, in the manner, and at the grades, all as shown upon the plans and specifications therefor, heretofore approved by the City Engineer and which are now on file in his office, and to the satisfaction of said City Engineer. 3. Work; Time for Performance. (a) City shall not issue any building permit for the private development of any lot within the Subdivision, nor shall Subdivider sell or convey any individual lot within the Subdivision, until the construction of all of the streets, highways or public ways and public utility facilities for said Subdivision has been completed or the completion thereof has been secured by the posting, pursuant to the provisions of subparagraph 11(a) of this agreement, of bonds, letters of credit or such other security as may be acceptable to City. None of the foregoing, however, shall be deemed to or shall preclude the Subdivider's sale or conveyance of all the lots within the Subdivision as a unit; and in the event of any such sale, the provisions hereof shall be binding upon the purchaser and his successors in interest. (b) City hereby fixes the time for the completion of said work to be within five (5) years after the date of the recordation of the Map. At least fifteen calendar days prior to the commencement of work hereunder, Subdivider shall notify City Engineer in writing of the date fixed by Subdi- vider for commencement thereof, so that City Engineer shall be able to provide services of inspection. (c) Subdivider shall not commence the construction of any of the improvements provided for in this agreement unless and until Subdivider has posted the bonds, letters of credit or other security acceptable to City as provided for in sub- paragraph 11(a) of this agreement. 4. Time of Essence - Extension. Time is of the essence of this agreement; provided, that in the event good cause is shown therefor, the City Council may extend the time for completion of the improvements hereunder. Any such extension may be granted without notice to the Subdi- vider's surety, and extensions so granted shall not relieve the surety's liability on the bond to secure the faithful performance of this agreement. The City Council shall be the sole and final judge as to whether or not good cause has been shown to entitle Subdivider to an extension. 5. Repairs and Replacements. Subdivider shall replace, or have replaced, or repair, or have repaired, as the case may be, all pipes and monuments shown on the Map which have been destroyed or damaged, and Subdivider shall replace or have replaced, repair, or have repaired, as the case may be, or pay to the owner, the entire cost of replacement or repairs, of any and all property damaged or destroyed by reason of any work done hereunder, whether such property be owned by the United States or any agency thereof, or the State of California, or any agency or political subdivision thereof, or by - 2 - the City or by any public or private corporation, or by any per- son whomsoever, or by any combination of such owners. Any such repair or replacement shall be to the satisfaction, and subject to the approval, of the City Engineer. 6. Utility Deposits - Statement. Subdivider shall file with the City Clerk, prior to the com- mencement of any work to be performed within the area delineated on the Map, a written statement signed by Subdivider, and each public utility corporation involved, to the effect that Subdi- vider has made all deposits legally required by such public utility corporation for the connection of any and all public utilities to be supplied by such public -utility corporation within the Subdivision. 7. Permits; Compliance with Law. Subdivider shall, at Subdivider's expense, obtain all neces- sary permits and licenses for the construction of such improve- ments, give all necessary notices and pay all fees and taxes required by law. 8. Superintendence by Subdivider. Subdivider shall give personal superintendence to the work on said improvement, or have a competent foreman or superintendent, satisfactory to the City Engineer, on the work at all times during progress, with authority to act for Subdivider. 9. Inspection by City Engineer. All improvements required hereunder shall be inspected by City Engineer. Subdivider shall at all times maintain proper facilities, and provide safe access for inspection by City Engi- neer, to all parts of the work, and to the shops wherein the work is in preparation. 10. Contract Security. Concurrently with the execution hereof, Subdivider shall furnish a deed of trust (in the form heretofore approved by City) granting City a security interest in the Subdivision for the purpose of assuring to City the performance of Subdivider's obligations under this agreement. 11. Release of Lien of Deed of Trust. (a) In event Subdivider desires at any time to have the Subdivision released from the lien of the deed of trust pro- vided for in paragraph 10 of this agreement, City shall take all steps reasonably necessary to cause the lien of said deed of trust to be released and reconveyed, provided that Subdi- vider has furnished: (1) A surety bond, in amount equal to at least one hundred percent of the contract price for the work provided for in this agree- ment which remains to be done, as security for the faithful performance of this agreement; and, (2) A separate surety bond, in an amount equal to at least fifty percent of the con- tract price, as security for the payment of all persons performing labor on and furnishing materials to the Subdivision in connection with work done provided for in this agreement. The surety on each of said bonds and the form thereof shall be satisfactory to the City Attorney. (b) In the event that either City or Subdivider should - 3 - at any time commence, undertake or request the commencement or undertaking of reversion to acreage proceedings for the Subdivision in accordance with the provisions of paragraph 25 of this agreement, City shall, upon the completion of said reversion to acreage proceedings, take all steps reasonably necessary to cause the lien of the deed of trust provided for in paragraph 10 of this agreement to be released and recon- veyed and, notwithstanding any other provision of this agree- ment, Subdivider shall not be required to post the bonds described in subparagraph 11(a) of this agreement. 12. Hold -Harmless Agreement. Subdivider hereby agrees to, and shall, hold City, its elec- tive and appointive boards, commissions, officers, agents and employees, harmless from any liability for damage or claims for damage for personal injury, including death, as well as from claims for property damage which may arise from Subdivider's or Subdivider's contractors', subcontractors', agents' or employees' operations under this agreement, whether such operations be done by Subdivider or by any of Subdivider's contractors, subcontrac- tors, or by any one or more persons directly or indirectly employed by, or acting as agent for, Subdivider or any of Subdi- vider's contractors or subcontractors. Subdivider agrees to, and shall, defend City and its elective and appointive boards, com- missions, officers, agents and employees from any suits or actions at law or in equity for damages caused, or alleged to have been caused, by reason of any of the aforesaid operations; provided as follows: (a) That City does not, and shall not, waive any rights against Subdivider which it may have by reason of the afore- said hold -harmless agreement, because of the acceptance by City, or the deposit which City by Subdivider, of any of the insurance policies described in paragraph 13 hereof. (b) That the aforesaid hold -harmless agreement by Sub- divider 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 operations 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. 13. Subdivider's Insurance. Subdivider shall not commence work under this agreement until Subdivider shall have obtained all insurance required under this paragraph, nor shall Subdivider allow any contractor or subcon- tractor to commence work on his contract or subcontract until all similar insurance required of the contractor or subcontractor shall have been so obtained and approved. 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) Compensation Insurance. Subdivider shall maintain, during the life of this agreement, Workmen's Compensation Insurance for all of Subdivider's employees employed at the site of improvement, and in case any work is sublet, Subdi- vider shall require any contractor or subcontractor similarly to provide Workmen's Compensation Insurance for all con- tractors' or subcontractor's employees, unless such employees are covered by the protection afforded by Subdivider. In case any class of employees engaged in work under this agree- ment at the site of the project is not protected under any - 4 - N. Workmen's Compensation law, Subdivider shall provide, and shall cause each contractor and sub -contractor to provide, adequate insurance for the protection of employees otherwise protected. Subdivider hereby indemnifies City for any damage resulting to it from failure of either Subdivider or any contractor or subcontractor to take out or maintain such insurance. (b) Public Liability and Property Damage Insurance. Subdivider shall take out and maintain during the life of this agreement such public liability and property damage insurance as shall insure City, its elective and appointive boards, commissions, officers, agents and employees, Subdi- vider and any contractor or subcontractor performing work covered by this agreement from claims for damages for per- sonal injury, including death, as well as from claims for property damage which may arise from Subdivider's or any contractor's or subcontractor's operations hereunder, whether such operations be by Subdivider or any contractor or subcon- tractor, or by any one directly or indirectly employed by either Subdivider or any contractor or subcontractor, and the amounts of such insurance shall be as follows: (1) Public Liability Insurance. In an amount not less than $1,000,000 for injuries, including, but not limited to, death, to any one person and, subject to the same limit for each person, in an amount not less than $5,000,000.00 on account of any one occurrence; (2) Property Damage Insurance. In an amount of not less than $500,000.00 for damage to the property of each person on account of any one occurrence. (c) Cross -Liability Endorsement. In the event that any of the aforesaid insurance policies provided for in this paragraph 13 insures any entity, person, board or commission other than those mentioned in this paragraph, such policy shall contain a standard form of cross -liability endorsement, insuring on such policy City, its elective and appointive boards, commissions, officers, agents and employees, Subdi- vider and any contractor or subcontractor performing work covered by this agreement. 14. Evidence of Insurance. Subdivider shall furnish City, prior to the commencement of any work provided for pursuant to this agreement, with satis- factory evidence of the insurance required, and evidence that each carrier is required to give City at least ten days' prior notice of the cancellation or reduction in coverage of any policy during the effective period of this agreement. 15. Title to Improvements. Title to, and ownership of, all improvements constructed hereunder by Subdivider within dedicated right-of-ways or dedicated easements shall vest absolutely in City, upon completion and acceptance of such improvements by City. 16. Repair or Reconstruction of Defective Work. If, within a period of one year after final acceptance of the work performed under this agreement, any structure or part of any structure furnished and/or installed or constructed or caused to be installed or constructed by Subdivider, or any of the work done under this agreement, fails to fulfill any of the require- ments of this agreement or the specifications referred to herein, - 5 - Subdivider shall without delay and without any cost to City, repair or replace or reconstruct any defective or otherwise unsatisfactory part or parts of the work or structure. Should Subdivider fail to act promptly or in accordance with this requirement, or should the exigencies of the case require repairs or replacements to be made before Subdivider can be notified, City may, at its option, make the necessary repairs or replace- ments or perform the necessary work and Subdivider shall pay to City the actual cost of such repairs plus fifteen (15) percent. 17. Subdivider not Agent of Cit Neither Subdivider nor any of Subdivider's agents or con- tractors are or shall be considered to be agents of City in connection with the performance of Subdivider's obligations under this agreement. 18. Cost of Engineering, Plan Check and Inspection. Subdivider shall pay to the City all plan check and inspection costs as required by Section 15.20.070 of the San Rafael Municipal Code, said cost to be paid at the time of construction of the improvements required hereunder by Subdivider based upon the then current estimate of Subdivider's Engineer as approved by City. 19. Notice of Breach and Default. If Subdivider refuses or fails to obtain prosecution of the work, or any severable part thereof, with such diligence as will insure its completion of said work within the time speci- fied, or any extensions thereof, or fails to obtain completion of said work within such time, or if the Subdivider should be adjudged a bankrupt, or Subdivider should make a general assign- ment for the benefit of Subdivider's creditors, or if a receiver should be appointed in the event of Subdivider's insolvency, or if Subdivider, or any of Subdivider's contractors, subcontrac- tors, agents or employees, should violate any of the provisions of this agreement, City Engineer or. City Council may serve writ- ten notice upon Subdivider and (if Subdivider has theretofor posted the bonds provided for in subparagraph 11(a) of this agreement) Subdivider's surety of breach of this agreement, or of any portion thereof, and default of Subdivider. 20. Breach of Agreement; Performance by Surety or City. (a) In the event that City, prior to Subdivider's posting of the bonds provided for in subparagraph 11(a) of this agreement, gives Subdivider notice pursuant to the provisions of paragraph 19 of this agreement City shall have the right (unless Subdivider, within thirty (30) days after City's notice, cures the default, commences curing the default and diligently pursues such curing to completion, or requests that the Subdivision be reverted to acreage pursuant to the provisions of paragraph 25 of this agreement) to foreclose, either judicially or through the power of sale contained in the deed of trust described in paragraph 10 of this agreement, upon the Subdivision under and pursuant to said deed of trust in order to recover the cost and/or damage theretofore or thereafter incurred by City in connection with its taking over of the work and either (in City's sole dis- cretion) prosecuting the same to completion or restoring the Subdivision to its original condition by contract or by any other method City may deem advisable, for the account and at the expense of Subdivider; 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 - 6 - other property belonging to Subdivider as may be on the site of the work and necessary therefor; and in the event City so forecloses, the proceeds from said foreclosure sale shall be held by the Court or Trustee under the deed of trust (as the case may be) until the City's total cost and/or damage has been ascertained and then distributed first for the payment of the expenses of foreclosure, then to the City in the amount of its total cost or damage, and finally the balance to be distributed in the manner provided for by law. (b) In the event that City, after Subdivider has posted the bonds provided for in subparagraph 11(a) of this agree- ment, gives Subdivider's surety notice pursuant to the provi- sions of paragraph 19 of this agreement, Subdivider's surety shall have the duty to take over and complete the work and the improvement herein specified; provided, however, that if the surety, within five 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 the contract, and does not commence performance thereof within five days after notice to City of such election, City may take over the work and prosecute the same to completion, by contract or by any other method City may deem advisable, for the account and at the expense of Subdivider; and Subdivider and Subdivider's surety shall be liable to City for any excess cost or damages occasioned 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 Subdivider as may be on the site of the work and necessary therefor. 21. 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: CITY OF SAN RAFAEL, C/O CITY ENGINEER CITY HALL, SAN RAFAEL, CALIFORNIA. Notices required to be given to Subdivider and/or to any surety of Subdivider shall be addressed as follows: Mr. Paul J. Felton One Weatherly Drive, Apt. 301 Mill Valley, California 94941 Any party may change such address by notice in writing to the other party, and thereafter notices shall be addressed and transmitted to the new address. 22. Warranty that Plans and Specifications are Adequate. Subdivider warrants that the plans and specifications above described are adequate to accomplish all of the improvement work contemplated by this agreement in a good and workmanlike manner, and in accordance with accepted construction practices. Should said plans and specifications at any time within a period of one year after final acceptance of the work performed hereunder prove to be inadequate in any respect, then Subdivider does agree to make such changes as are necessary to accomplish said work in a good, workmanlike manner, and in accordance with accepted con- struction practices. - 7 - 23. Attorney's Fees and Expenses of Litigation. Should City be required to institute legal action to compel performance of this agreement, Subdivider agrees to pay all rea— sonable attorney's fees, costs of suit, and all other expenses of litigation incurred by City in connection therewith. 24. "As Built Plans". A complete improvement and grading plan "as built" shall be filed with the City Engineer upon completion of the said work and improvements. 25. Reversion to Acreage. Should Subdivider fail to complete the construction of the improvements provided for in this agreement at the time provided for in paragraph 3 hereof, City may, on its own initiative, cause the Subdivision to be reverted to acreage in accordance with the provisions of Sections 66499.11 et seq. of the California Government Code. Furthermore, should Subdivider fail to complete the construction of the improvements provided for in this agreement within the time provided for in paragraph 3 hereof and be unable or unwilling to obtain an extension of time pursuant to the provisions of paragraph 4 of this agreement, or should Subdivider elect to not proceed with his development or with the improvements provided for in this agreement, City shall, upon the written request of Subdivider and upon Subdivider's payment of all fees and costs incurred by the City in connection with such reversion to acreage (and provided that Subdivider has not yet posted the bonds provided for in subparagraph 11(a) of this agreement), cause the Subdivision to be reverted to acreage in accordance with the provisions of Sections 66499.11 et seq. of the California Government Code. By execution of this agreement, Subdivider and City shall each be deemed to have consented to and waived any objections with respect to any reversion to acreage proceedings undertaken in accordance with the provisions of this paragraph 25. In the event of any such reversion to acreage, all rights, duties and obligations of the parties hereunder shall terminate and be of no further force or effect. aw 26. Attachment to Deed of Trust. A copy of this agreement shall be attached as Exhibit "1" to the deed of trust provided for in paragraph 10 of this agreement. Notwithstanding such attachment of said deed of trust, however, any reconveyance of the lien of the deed of trust provided for in paragraph 10 of this agreement shall not, in and of itself, operate to terminate or otherwise modify or be deemed satisfaction of Subdivider's obligations pursuant to the provisions of this agreement; and the termination and/or satisfaction of said obligations shall be governed soley by the provisions of this agreement. CITY OF SAN RAFAEL Mayor ATTEST: BY �-' City Cler By (If the Subdivider executing this agreement is a corpora- tion, a certified copy of the By -Laws or Resolution of the Board of Directors authorizing officers of said corporation to execute this agreement shall be annexed hereto.) APPR D AS TO SUFFICIENCY: City Engineer Ly F' L "-- ubdivider APPRO AS TO FORM: City ttorney L SUBDIVISION IMPROVEMENTS 1. Construction of the extension of Terrace Avenue as a public street. 2. Construction of Terrace Lane as a private street. 3. Construction of all storm drain, sanitary sewer and utility systems which are appurtenant to the extension of Terrace Avenue or Terrace Lane and which are necessary to serve Lots 33 through 45, inclusive, as shown upon the Map (as said term is defined in the agreement to which this Exhibit "A" is attached). 4. Construction of offsite drainage improvements on Spring Grove Avenue between Greenfield and Terrace Avenues. Exhibit "A" •. P A� L SUBDIVISION IMPROVEMENTS 1. Construction of the extension of Terrace Avenue as a public street. 2. Construction of Terrace Lane as a private street. 3. Construction of all storm drain, sanitary sewer and utility systems which are appurtenant to the extension of Terrace Avenue or Terrace Lane and which are necessary to serve Lots 33 through 45, inclusive, as shown upon the Map (as said term is defined in the agreement to which this Exhibit "A" is attached). 4. Construction of offsite drainage improvements on Spring Grove Avenue between Greenfield and Terrace Avenues. Exhibit "A"