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HomeMy WebLinkAboutRESOLUTIONS - 01012001 - 2001-411 6. 21 THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA Adopted this Resolution on September 11, 2001, by the following vote: AYES: Supervisors Gioia, Gerber, DeSaulnier , Glover and Uilkema NOES: None ABSENT: None ABSTAIN: None RESOLUTION NO.: 2001/ 411 SUBJECT: Approve the Road Improvement Agreement for Bollinger Canyon Road and Alamo Creek Road Culverts #2 and #3, RA 1113 (cross-reference SUB 7976), Dougherty Valley area. The following document was presented for Board approval this date for,property located in the Dougherty Valley area. A Road Improvement Agreement with Windemere BLC Land Company, LLC, developer, whereby said developer agrees to complete all improvements as required in said Road Improvement Agreement within one year from the date of said agreement. Improvements generally consist of installations of culverts Said document was accompanied by the following: Security to guarantee the completion of road and drainage improvements as required by Title 9 of the County Ordinance Code, as follows: 1. Cash Deposit Deposit Amount: $20,900.00 Deposit made by: Windemere BLC Land Company, LLC Auditor's Deposit Permit No. and Date: DP371112 dated 7/5/01 &DP372608 dated 8/7/01 DI:gpp:lap G:\GrpData\EngSvc\BO\2001\BO 9-11-01.doc Originator: Public Works(ES) Contact: Teri Ric(313-2363) cc: Pubic Works- R.Bruno,Construction Current Planning,Community Development I hereby certify that this is a true and correct copy of an action T—July 11,2002(PI) Windemere BLC Land Co.,LLC,Attn:Pete Peterson taken and entered on the minutes of the Board of Supervisors 3130 Crow Canyon Place,Ste 310,San Ramon,CA 94583 on the date shown. The American Insurance Co.,Attn:Patricia Brebaer 5 Peters Canyon,Irvine,CA 92606 ATTESTED: September 11, 2001 JOHN SWEETEN, Clerk of the Board of Supervisors and County Administrator By r �,� , Deputy RESOLUTION NO. 2001/ 411 _IREMAN'S FUND INSURANCE COMPANY NATIONAL SURETY CORPORATION ASSOCIATED INDEMNITY CORPORATION THE AMERICAN INSURANCE COMPANY AMERICAN AUTOMOBILE INSURANCE COMPANY GENERAL POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That FIREMAN'S FUND INSURANCE COMPANY, a California corporation, NATIONAL SURETY CORPORATION, an Illinois corporation,THE AMERICAN INSURANCE COMPANY,a New Jersey corporation rMomesticated in Nebraska, ASSOCIATED INDEMNITY CORPORATION, a California corporation, and AMERICAN AUTOMOBILE INSURANCE COMPANY,a Missouri corporation,(herein collectively called"the Companies')does each hereby appoint Patricia Brebner of Costa Mesa, CA their true and lawful Attomey(s)-in-Fact, with full power of authority hereby conferred in their name, place and stead, to execute, seal, acknowledge and deliver any and all bonds,undertakings,recognizances or other written obligations in the nature thereof------------ and to bind the Companies thereby as fully and to the same extent as if such bonds were signed by the President,sealed with the corporate seals of the Companies and duly attested by the Companies'Secretary,hereby ratifying and confirming all that the said Attomey(s)-in-Fact may do in the premises. This power of attorney is granted under and by the authority of Article VII of the By-laws of each of the Companies which provisions are now in full force and effect. This power of attorney is signed and sealed under the authority of the following Resolutioq adopted by the Board of Directors of each of the Companies at a meeting duly called and held,or by written consent,on the 19th day of March, 1995,and said Resolution has not been amended or repealed: "RESOLVED,that the signature of any Vice-President,Assistant Secretary,and Resident Assistant Secretary of the Companies, and the seal of the Companies may be affixed or printed on any power of attorney,on any revocation of any power of attorney, or on any certificate relating thereto,by facsimile,and any power of attorney,any revocation of any power of attorney,or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Companies." IN WrINESS WHEREOF,the Companies have caused these presents to be signed by their Vico-President,and their corporate seals to be hereunto affixed this 30 day of January 200 1 o `�aauu,o tai ' 1r""y "". FIREMAN'S FUND INSURANCE COMPANY �•+, •. a -' NATIONAL SURETY CORPORATION SEAL- E THE AMERICAN INSURANCE COMPANY se.r.asro y ,` •, '; *�`' fra `'� �1r r ASSOCIATED INDEMNITY CORPORATION °�,`"°�� '•.,;.:.••' 'Nei eor R+Mei'e°� i AMERIC UTOMOBILE INSURANCE COMPANY STATE OF CALIFORNIASS. By COUNTY OF MARIN } vice President On this 30 day of January 2 0 01,before me Personally came Donn R. Kolbeck to me known,who,being by me duly swom,did depose and say: that he is a Vice-President of each company,described in and which executed the above instrument;that he knows the seals of the said Companies;that the seals affixed to the said instrument are such company seals;that they were so affixed by order of the Board of Directors of said companies and that he signed his name thereto by like order. IN WITNESS WHEREOF,I have hereunto set my hand and affixed my official seal,the day and year herein first above written. KRISTIN A.GAaOLI D O COMM.11282M d w NOTARY AUBLIC-MIFORMA MAMN COUNTY mi0 Q Mr Comic EOM MA 2k 2004 STATE OF CALIFORNIA 1 SS. CERTIFICATE N COUNTY OF MARIN f I, the undersigned, Resident Assistant Secretary of each company, DO HEREBY CERTIFY that the foregoing and attached POWER OF ATTORNEY remains in full force and has not been revoked;and furthermore that Article VII of the By-laws of each company,and the Resolution of the Board of Directors;set forth in the Power of Attorney,are now in force. Signed and sealed at the County of Marin. Dated the 14th day of August 2001 •r rye � -��—• ! Y • O Nca co *�wct c°� taas�' Resident Assistant CALIFORNIA ALL-PURPOSE ACi, JWLEDGMENT Na.5907 State of California County of Orange On August 14, 2001 —before me, Leigh Christiansen,Notary Public DATE NAME,TITLE OF OFFICER-E.G.,"JANE DOE,NOTARY PUBLIC- personally appeared Patricia Brebner NAME(S)OF SIGNER(S) personally known to me-OR- El proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. ,,IGH CVjRjSTIANsEN cot AM #1156546 NOTARY PUBLIC-GP'LlFORNIA WITNESS my hand and official seal. ORANGE coutiTy My CWyn.Expires Sept.25 2001 X SIGNATURE OF NOTARY OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT Fj INDIVIDUAL ❑ CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) F] PARTNER(S) LIMITED H GENERAL CK ATTORNEY-IN-FACT F] TRUSTEE(S) FI GUARDIAN/CONSERVATOR NUMBER OF PAGES R OTHER: SIGNER IS REPRESENTING: DATE OF DOCUMENT NAME OF PERSON(S)OR ENTITY(IES) SIGNER(S)OTHER THAN NAMED ABOVE S-4067/GEEF 2/98 0 1993 NATIONAL NOTARY ASSOCIATION-8236 Rernmet Ave.,P.O.Box 7184-Canoga Park,CA 91309-7184 CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT - State of California County of Orange On August 15, 2001 before me, S. McDonald, Notary Public, personally appeared David Evans, personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person or the entity upon behalf of which the person acted, executed the instrument. Witness my hand and official seal. " NA,✓` " - Nclory PubilcuHfCxnia z --�f�•�/ �' %L C Orange coun*y I My Corm;.ixpires Aprld,2004 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER SIGNER IS REPRESENTING: Corporate Officer—Vice President Lennar Homes of California. Inc., the managing member of Windemere BLC Land Company, LLC DESCRIPTON OF ATTACHED DOCUMENT Type of Document: Improvement Bond No. 111 3358 3465 Number of Pages: Two (2) Date of Document: August 14, 2001 Signers (other than those named above): Patricia Brebner Executed in Duplicate Bond No.: 111 3358 3465 Development: Windemere 11112, Premium: $7,242.00 - 5c/,6 '31 IMPROVEMENT SECVRITY BOND FOR ROAD IMPROVEMENT AGREEMENT (Performance, Guarantee, and Payment) (California Government Code §§ 66499 - 66499.10) 1. RECITAL OF ROAD IMPROVEMENT AGREEMENT. The Developer (Principal)has executed an agreement (Road Improvement Agreement) with the County to install and pay for street, drainage and other improvements on,or along RAll 13, Culverts 2 & 3 to complete said work within the time specified for completion in the Road Improvement Agr=nent,all in accordance with State and local laws and rulings. 2. OBLIGATION: Windemere BLC Land Company, LLC as Pfincipal and The American Insurance* a corporation organized under the laws of the Stale of Nebraska 4 and authorized to transact surety business in California, as Surety, hereby jointly and severally bind ourselves, our heirs, executors, administrators, successors and assigns to the County of Contra Costa, California to pay as follows: *Company A- Performance: Two Million Sixty Nine Thousand One Hundred and no/100 Dollars ($ Z,069,100.00 for itself or any city assignee under the above County Road Improvement Agreement,plus B. Payment: One Million Forty. five Thousand and no/100 Dollars 1,045,POO.00 1 to secure the claims to which reference is made in Title 15 §§ el seq. of the Civil Code of the State of California. 3. CONDITION: A. The Condition of This obligation as to Section (2-A-)above is such that if the above banded Principal, or principal's heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by and well and truly keep and perform The covenants, conditions and provisions in the said agreement and any alteration thereof made as therein provided on it or its put, to be kepi and performed at The time and in the manner therein specified and in all respects according to their true intent and meaning and shall indemnify and save harmless the County of Contra Costa or city assignee,its officers, agents and employees, as therein stipulated,then this obligation shall become null and void; otherwise it shall be and remain in full force and effect. As part of the obligation secured hereby and in addition to the face amount specified therefore,there shall be included reasonable costs, expenses and fees,including reasonable attorney's fees,incurred by the County of Contra Costa or city assignee, in successfully enforcing such obligation, all to he taxed as costs and included in any judgement rendered. B. The condition of this obligation, as to Section (2.B.) above, is such that said Principal and the undersigned as corporate surety are held firmly bound unto the County of Contra Costa and all contractors,subcontractors, laborers,material men and other persons employed in the performance of the aforesaid agreement and referred to in the aforesaid Civil Code, for materials furnished, labor of any kind, or for amounts due under the Unemployment Insurance Act with respect to such work or labor and that said undersigned surety will pay the same in an amount not exceeding the amount herein above set forth and also, incase suit is brought upon this bond, will pay, in addition to the fact amount thereof,reasonable costs, expenses and fees,including reasonable attorneys fees, incurred by the County of Contra Costa or city assignee, in successfully enforcing such obligation, to be awarded and fixed by the court, all to be taxed as costs and To be included in the judgement therein rendered. It is hereby expressly stipulated and agreed that this bond shall inure To the benefit of any and all pawns,companies and corpora-dons entitled to Me claims under Title 15 (commencing with Section 3082 of Part 4 of Division 3) of the Civil Code of the State of California, so as to give a right of action to them or their assigns in any suit brought upon this bond Should the work under the conditions of this bond be fully performed, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect, C_ No alteration of said Road Improvement Agreement or any plan or specification of said work agreed to by the Principal and the County shall relieve the Surety from liability on this bond and consent is hereby given to make such alteration without further notice to or consent by the Surety and the Surety hereby waives the provisions of California Civil Code Section 2819 and holds itself bound without regard To and independently of any action against Principal whenever takes 4. SIGNED AND SEALED: The undersigned executed this document on August 14, 2001 WINDEMERE BLC LAND COMPANY, LLC a California limited liability company By: LENNAR HOMES OF CALIFORNIA, INC. PRINCIPAL: its Manager SURETY: THE AMERICAN INSURANCE COMPANY kddress: 3130 Crow Canyon. suite 300 Address: 5 Peters Canyon 'ITY; San Ramon, CA 94583 City: IryAne, CA 92606 3y: — c Z-1-1-- By: — /Z _� - 'i jNarne: David Evans Print Name: Patricia Brebner 'isle: Vice President Title: Attomey-in-Fact WS4ZHAAD^T^XGn0b%E"S-cTw=%2N WORD014-9&c I 4 �.2�j/• ��.r,,�/��a.t/ �j Uec1 �? � 0 8'd � �'cc�c�r-e /tea'2T y �� o © a d ���� .:� ��a.�•s �.� ,���T. Cdr �3s,,�-.� �d PERMIT OFFICE OF COUNTY AUDITOR-CONTROLLER TO THE TREASURER: MARTINEZ,CALIFORNIA RECEIVED FROM O$L RGANIZ V <' ATION NUMBER (For Cash Collection Procedures see County Administrator's Bulletin 105.) DESCRIPTION FUND/ORG. SU&ACCT TASK CtPTION ACTIVITY AMOUNT $ —71 zw cw—1 cv I I I I A I I I I I I I I I I I I I I I I I I I t I I I I I I I I I I I t 1. 1 E X P�W,4,,AT ROL-NJ: TOTAL $ DEPOSIT 'OrA4 Deposit consists of the following items COIN and CURRENCY $ CHECKS,M.0,ETC. $ BANK DEPOSITS tJt1FOR AUDITOR-CONTROLLER USE ONLY 0 x>ez",e'k DEPOSIT PERMIT DP eo NIMIE t7201_31 AUG T DATE O ASSIGNED The amount of money described above is for Treasurer's receipt of above amount is approve Receipt of above amount is hereby deposit into the County y. acknowledged. 5 i at z Date— L Signed:. . ice r� Signed: Title: EXT. Deputy County Auditor y County Treasurer D-34 REV.(7-93) -, 0 Trust Fund 819800-0800 Total $31,000.00 G#1060210 $1100.00 RAI 111 Road Acceptance Cash Bond, Guarantee of Performance, Windemere BLC Land Company LLC, 3130 Crow Canyon, #310, San Ramon, CA 94583 G#1060212 $20,000.00 RA1113 Road Acceptance Cash Bond, Guarantee of Performance, Windemere BLC Land Company LLC, 3130 Crow Canyon PI., #310, San Ramon, CA 94583 COUNTY OF CONTRA COSTA V i DEPOSIT PERMIT - -1 OFFICE OF COUNTY AUDITOR-CONTROLLER MARTINEZ,CALIFORNIA N C� ' TO THE TREASURER. - RECENED FROM QJ0 n-1 r csr-• rti a--(25 'F... 11 L)n'-K:� ORGANIZATION NUMBER o4I P-6' (or9aH ) �J7 tom.C i e r" d)r rL r e C x C A 1_1 f_53 (For Cash Collection Procedures see County Administrator's Bulletin 105.) DESCRIPTION FUNDJORG. SUB. TASK OPTION ACTIVITY AMOUNT � - VN q fA.ie e C �1 .1 OA aQ 9 1 REV I I t I@.. I J ZS I i I 1 I I 1 i I i I I I i I I i I EXPLANATION: TOTAL $ DEPOSIT 33 LL ','I{n Deposit consists of the following items f c ` — 1 c (ra �- COIN and CURRENCY $_sr2- CHECKS,M.O.,ETC. $z1 7 0 BANK DEPOSITS $ FOR AUDITOR-CONTROLLER USE ONLY DEPOSIT PERMIT DP NUMBER ,'//�� (1 ` ASSIGNEDtCt The amount of money described above is for Treasurer's receipt of above amount is/approved. Receipt of above amount is hereby deposit into the County Treasury. j acknowledged Signe a_"1 r JA&- t Date �_�.-�_.. - Cj { '� Signed: '-� Signed: Title: r EXT. Deputy County uditor De y Cou t reasurer D-34 REV I7-93) f CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California I ss. �tac County of r On,3�L. c a before me c j �C CL+ � �t`' •4 k ' Date 'Name and Title of officer(e.g.,"Jane Doe,Notary Publi ) personally appeared � Name(s)of Signer(s) personally known to me ❑ proved to me on the basis of satisfactory evidence to be the person('s�_whose name(.... is/ar)( _ subscribed to the within instrument and acknowledged to me that he/sWth-4,executed o mmiSS,ors# 124;2194 � { p it Z the same in his/bt4/thOr authorized T Noitry ,ub!IC-Co oidia z capacity(i94, and that by his/b�tdj A.amc�da t:ounty Mycam m.EiresNovl4. l(l3 signature(on the instrument the person(, or the entity upon behalf of which the person(' acted, executed the instrument. E WITNESS my nd a official seal. f CZ. 1�&A if Place Notary Seal Above Signature of tary Public f OPTIONAL Though the information below is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: r r Document Date: Number of Pages: Signer(s)Other Than Named Above: Capacity(ies) Claimed by Signer Signer's Name: fiffift,MIN` ❑ Individual Top of thumb here ❑ Corporate Officer—Title(s): ❑ Partner—❑ Limited ❑General ❑ Attorney in Fact ❑ Trustee i ❑ Guardian or Conservator i ❑ Other: i i Signer is Representing: (D 1997 National Notary Association-9350 De Soto Ave.,P.O.Box 2402"Chatsworth,CA 91313-2402 Prod.No.5907 Reorder:Cali Toll-Free 1-800-8766827 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT i i State of California �- ss. County of i On &V , before me,-::a . Date Name and Title of Ofker(e.g.,"Jane Doe,Notary Public" personally appeared Name(s)of Signer(s) personally known to me - ❑ proved to me on the basis of satisfactory evidence i to be the person(,t4__whose name( is/aid subscribed to the within instrument and TRACI 9. RAV' L acknowledged to me that he/s /th g _ executed Commission## 1242? ROAD IMPROVEMENT AGREEMENT Developer: Windemere BLC Effective Date: ( 1 Ic) Development: RA 1]13(cross-reference Subdivision 7976) Completion Period: 1 year Road: RA 1113 THESE SIGNATURES ATTEST TO THE PARTIES'AGREEMENT HERETO: CONTRA COSTA COUNTY DEVELOPER Maurice M. Shin,Public Works Director WindemereBLC dLj_andC_oany,LLC n By: i V'y �—}� '�, (signature) J _ (print name&title)�t� RECOMMENDED FOR APPROVAL- L-er toa.r 1-!0WYt S 6Q- Q-A By: (signature) &JA&� 0!f Engineeri ervicesi ision (print name&title)^ ` , [�_ _ ( _ _1 t KJ� �SQ� — V \ilGl.Y�' FORM APPROVED: Victor J.Westman,County Counsel i-.e.YtncLf- Vkpme& 0 0A , Sh C- (NOTE: All signatures to be acknowledged. If Subdivider is incorporated,signatures must conform with the designated representative groups pursuant to Corporations Code S313.) I. PARTIES&DATE.Effective on the above date,the County of Contra Costa,California,hereinafter called"Coup "and the above-mentioned Developer, mutually promise and agree as follows concerning this development: 2. IMPROVEMENTS. Developer agrees to install certain road improvements(both public and private),drainage improvements,signs,street lights,fire hydrants,landscaping,and such other improvements(including appurtenant equipment)as required in the improvement plans for this development as reviewed and on file with the Contra Costa County Public Works Department and in conformance with the Contra Costa County Ordinance Code(including future amendments thereto). Developer shall complete said work and improvements (hereinafter called "work") within the above completion period from date hereof in a good workmanlike manner,in accordance with accepted construction practices and in a manner equal or superior to the requirements of the County Ordinance Code and rulings made thereunder;and where there is a conflict between the improvement plans and the County Ordinance Code,the stricter requirements shall govern. 3. IMPROVEMENT SECURITY. Upon executing this Agreement,the Developer shall,pursuant to the County Ordinance Code,provide as security to the County: 'Q A. For Performance and Guarantee: �aU`O�sh,plus additional security,in the amount of JI°�l ob��wh c together total one hundred percent(100%)of the estimated cost of the work. Such additional security is presented in the form of: Cash,certified check or cashiers check. X Acceptable corporate surety bond. Acceptable irrevocable letter of credit. With this security, the Developer guarantees performance under this Agreement and maintenance of the work for one year after its completion and acceptance against any defective workmanship or materials or any unsatisfactory performance. B. For Payment: Security in the amount of$1,045,000.0 ,which is fifty percent(50%)of the estimated cost of the work. Such security is presented in the form of: Cash,certified check,or cashier's check X Acceptable corporate surety bond. Acceptable irrevocable letter of credit. With this security,the Developer guarantees payment to the contractor,to his subcontractors,and to persons renting equipment or furnishing labor or materials to them or to the Developer.Upon acceptance of the work as complete by the Board of Supervisors and upon request of the Developer,the amount securities may be reduced in accordance with 5944.406 and S94-4.408 of the Ordinance Code. 4. GUARANTEE AND WARRANTY OF WORK. Developer guarantees that said work shall be free from defects in material or workmanship and shall perform satisfactorily for a period of one-year from and after the Board of Supervisors accepts the work as complete in accordance with Article 96-4.6,"Acceptance," of the Ordinance Code. Developer agrees to correct,repair,or replace,at his expense,any defects in said work. The guarantee period does not apply to rtau improvements for private roads which are not to be acc.r.ed into the County road system. 5. PLANT ESTABLISHMENT WORK. Developer agrees to perform establishment work for landscaping installed under this agreement. Said plant establishment work shall consist of adequately watering plants,replacing unsuitable plants,doing weed,rodent and other pest control and other work determined by the Public Works Department to be necessary to insure establishment of plants. Said plant establishment work shall be performed for a period of one-year from and after the Board of Supervisors accepts the work as complete. 6. IMPROVEMENT PLAN WARRANTY. Developer warrants the improvement plans for the work are adequate to accomplish the work as promised in Section 2 and as required by the Conditions of Approval for the development. If,at any time before the Board of Supervisors accepts the work as complete or during the one-year guarantee period,said improvement plans prove to be inadequate in any respect,Developer shall make whatever changes are necessary to accomplish the work as promised. 7. NO WAIV ER BY COUNTY. Inspection of the work and/or materials,or approval of work and/or materials or statement by any officer,agent or employee of the County indicating the work or any part thereof complies with the requirements of this Agreement,or acceptance of the whole or any part of said work and/or materials,or payments,tberefor,or any combination or all of these acts,shall not relieve the Developer of his obligation to fulfill this agreement as prescribed;nor shall the County be thereby be stopped from bringing any action for damages arising from the failure to comply with any of the terms and conditions hereof. 8. INDEMNITY: Developer shall hold harmless and indemnify the indemnitees from the liabilities as defined in this section: A. The indemnities benefitted and protected by this promise are the County,and its special district,elective and appointive boards,commissions, officers,agents,and employees. B. The liabilities protected against are any liability or claim for damage of any kind allegedly suffered,incurred or threatened because of actions defined below,and including personal injury,death,property damage,inverse condemnation,or any combination of these,and regardless of whether or not such liability,claim or damage was unforeseeable at any time before the County reviewed said improvement plans or accepted the work as complete,and including the defense of any suit(s),action(s),or other proceeding(s)concerning said liabilities and claims. C. The actions causing:liability are any act or omission(negligent or non-negligent)in connection with the matters covered by this Agreement and attributable to the Developer,contractor,subcontractor,or any officer,agent,or employee of one or more of them; D. Non-Conditions: The promise and agreement in this section are not conditioned or dependent on whether or not any Indemnitee has prepared, supplied,or approved any plan(s)or specification(s)in connection with this work,or has insurance or other indemnification covering any of these matters,or that the alleged damage resulted partly form any negligent or willful misconduct of any Indemnity. E. 1. Windemere BLC Land Company LLC("BLC")shall indemnify,defend and protect Contra Costa County("County")and the Contra Costa County Flood Control and Water Conservation District(collectively,"District")against,and hold County and District harmless from,any and all claims,costs,losses, liabilities,damages or other expenses(including attorneys fees and expenses),to the fullest extent not prohibited by applicable law,arising out of or alleged to arise out of BLC's activities under Section 5(c)of that certain"Supplement to Cooperation Agreement,"dated June,2000,by and between BLC and Shapell Industries,Inc. ("Shapell")including,without limitation,any claim,cost,loss,liability,damage or other expense arising out of any action or other proceeding brought by Shapell against County or District in connection with any act,approval or other requirement of County or District in connection with BLC's activities under the aforementioned Supplement to Cooperation Agreement. 2. BLC's obligations under Section I above shall exist regardless of concurrent negligence or willful misconduct on the part of the County or District or any other person;provided,however,that BLC shall not be required to indemnify,protect,defend or hold County or District harmless to the extent any claims, losses, liabilities, damages or other expenses are attributable to the negligence or willful misconduct of County or District in maintaining or repairing improvements that have been offered for dedication to and accepted by County or District for maintenance. The obligations of BLC contained in the Agreement may survive termination of the Cooperation Agreement and shall survive the dedication and acceptance of improvements by County or District. 9. COSTS: Developer shall pay when due,all the costs of the work,including inspections thereof and relocating existing utilities required thereby. 10. NON-PERFORMANCE AND COSTS:If Developer fails to complete the work within the time specified in this Agreement,and subsequent extensions,or fails to maintain the work,the County may proceed to complete and/or maintain the work by contract or otherwise,and Developer agrees to pay all costs and charges incurred by the County(including,but not limited to: engineering,inspection,surveys,contract,overhead,etc.)immediately upon demand. Developer hereby consents to entry on the development property by the County and its forces,including contractors,in the event the County proceeds to complete and/or maintain the work. Once action is taken by County to complete or maintain the work,Developer agrees to pay all costs incurred by the County,even if Developer subsequently completes the work. Should County sue to compel performance under this Agreement or to recover costs incurred in completing or maintaining the work,Developer agrees to pay all attorney's fees,and all other expenses of litigation incurred by County in connection therewith,even if Developer subsequently proceeds to complete the work. IL INCORPORATION/ANNEXATION. If, before the Board of Supervisors accepts the work as complete, the development is included in territory incorporated as a city or is annexed to an existing city,the County's rights under this agreement and/or any deposit,bond,or letter of credit securing said rights may be transferred to the new or annexing city. Such city shall have all the rights of a third party beneficiary against Developer,who shall fulfill all the terms ofthis agreement as though Developer had contracted with the city originally. TR:lap 6:\GrpData\EngSvc\Ten12001Uune\RA 1113-AG-24.doc Rev-6-29-01 SUBJECT: Approve the Road Improvement Agreement for Bollinger Canyon Road and Alamo Creek Road Culverts #2 and 43, RA 1113 (cross-reference SUB 7976), Dougherty Valley area. DATE: September 11, 2001 PAGE: 2 II. Surety Bond Bond Company: The American Insurance Company Bond Number and Date: 111 3358 3465 dated August 14, 2001 Performance Amount: $2,069,100.00 Labor&Materials Amount: $1,045,000.00 Principal: Windemere BLC Land Company, LLC NOW THEREFORE BE IT RESOLVED that said Road Improvement Agreement is APPROVED. All deposit permits are on file with the Public Works Department RESOLUTION NO. 2001/ 411