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APN: 031-260-026-000
SUBDIVISION IMPROVEMENT AGREEMENT
Subdivision No. 24-10, Oak + Vine Project
THIS SUBDIVISION IMPROVEMENT AGREEMENT (this “Agreement”) is made and entered into on July __, 2026 (“Effective Date”), by and between Crossroad Circle, LLC, a California limited liability company (“Subdivider”) and the Town of Yountville, a California municipal corporation (“Town”).
RECITALS
WHEREAS, Subdivider owns an approximately 1.33-acre site located at 1980 Yountville Cross Road, Yountville, CA 94599 (“Subject Property”) which is more particularly described in Exhibit “A” attached hereto and made a part hereof.
WHEREAS, on July 16, 2024, by Town Council Resolution No. 24-4292, the Town approved a vesting tentative subdivision map, a master development plan and other land use entitlements (collectively referred to as the “Approvals”) requested by Subdivider for purposes of subdividing the Subject Property into nine residential lots (the “Subdivision”) and developing residential units thereon as further specified under the Approvals (together, the “Oak+Vine Project”, “Oak+Vine”, or “Project”).
WHEREAS, the Subdivision is subject to the Subdivision Map Act (Gov. Code, § 66410 et seq.), the State’s planning and zoning laws, and the Town’s ordinances and regulations related to the filing, approval, and recordation of subdivision maps (together, the “Subdivision Laws”) and the requirements and conditions contained in the Approvals.
WHEREAS, Subdivider, pursuant to the Subdivision Laws, has presented to Town Subdivision Improvement Plans (as defined below) that specify certain on- and off-site Improvements (as defined below) to be constructed by Subdivider in furtherance of the Subdivision.
WHEREAS, Subdivider has requested final approval of the Subdivision in the form of a final subdivision map (the “Final Map”) prior to construction and completion of such Improvements.
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
Town of Yountville
6550 Yount Steet
Yountville, CA 94599
Exempt from recording fees
(Gov. Code §§ 6103 and 27383)
(Space above this line for Recorder’s use)
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WHEREAS, the Subdivision Laws require Subdivider to enter into an agreement with Town providing for the completion of such Improvements by the time specified in said agreement as a condition precedent to the Town’s approval of the Final Map (Gov. Code, § 66462(a) & (c); Yountville Municipal Code, § 16.32.010, subd. (B).).
WHEREAS, to satisfy the foregoing requirements, Subdivider desires to enter into this Agreement in order to undertake the timely construction and completion of the required Improvements, as defined in Section 2 below.
WHEREAS, to ensure the timely and proper completion of the Oak + Vine Subdivision Improvements, this Agreement is to be secured by Subdivider’s deposit of a security, which may include cash, bond, letter of credit, or other form of security, as further provided herein (the “Securities”).
WHEREAS, on July 7, 2026, the Town Council adopted a resolution approving the Final Map subject to Subdivider having already executed this Agreement and authorizing the Town to enter into this Agreement with Subdivider.
AGREEMENT
NOW, THEREFORE, it is hereby agreed by and between the parties hereto as follows:
1. Prior to the expiration of 365 calendar days from the date of recordation of the Final Map, Subdivider will furnish, construct, and install, at Subdivider’s own and sole expense, and to the Town’s satisfaction, all improvements (“Improvements”) outlined and set forth on the Subdivision Improvement Plans (defined below), along with any changes or modifications to such Improvements as may be reasonably required or approved by the Town Engineer or the Town Engineer’s designee upon request of Subdivider, due to errors, omissions, or changes in conditions. Upon completion of the Improvements, and as conditions precedent to the acceptance of the Public Subdivisions Improvements and the release of the Securities as provided hereinafter, the physical condition of the Subdivision shall be substantially identical with that depicted in the Subdivision Improvement Plans (except as to any other improvements approved by the Town in writing). No extension of time shall be made except upon the basis of a written application made by Subdivider to the Town stating fully the grounds of the application and facts relied upon for such an extension, and Town shall retain full discretion to grant, grant in part, or deny the extension.
Subdivider shall pay the Town’s costs of processing any extension in accordance with the Town’s cost recovery procedures, and any application for an extension may be conditioned upon an increase in the Securities and inspection fees to reflect current costs, as determined by the Town Engineer. Whether any such extension is granted shall be left to the sole, unfettered discretion of the Town. Neither such extension nor other delay by Town shall constitute a waiver of any of the obligations of Subdivider or Subdivider’s surety. Any application for an extension of the 365 calendar day time period specified herein shall be delivered to the Town at least sixty (60) days before the said time period expires, otherwise, the right to apply for such an extension may be waived. 55008.0005 3
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2. The Improvements shall include, but are not necessarily limited to, the following public improvements and public and private street work: grading, retaining walls, street work (including curbs, gutters and sidewalks), intersection improvements, storm drainage facilities, stormwater treatment facilities, sanitary sewer facilities, water facilities, joint trench utilities (communication lines, gas and electric), temporary and permanent storm water pollution prevention improvements, and landscape improvements, as shown on the subdivision improvement plans and specifications titled:
Yountville Building Permit YB-25-160:
● Civil Improvement Plans – Subdivision No. 24-10, Oak & Vine Project; Civil Improvement Plans for Oak+Vine Road & Utilities prepared by Madrone Engineering, Joel Dickerson, P.E. 75989, Sheets C1.0 through C5.0 (18 plan sheets total), dated November 8, 2024, and stamped approved October 21, 2025. ● Landscape Improvement Plans – Subdivision No. 24-10, Oak & Vine Project; Site Improvement Landscape Plans prepared by ZAC Landscape Architects Inc, Sandra Reed L.A. 2923; Sheets L0 thru TP2 (11 plan sheets total) dated November 13, 2024.
● Plumbing Improvement Plans – Subdivision No. 24-10, Oak & Vine Project; 1980 Yountville Cross Road Utility Service Plans prepared by MK2 Engineers, M. Mike Kiani P.E. M030804; Sheets P0.01 thru P7.01 (4 plan sheets total) dated May 4, 2023.
● Electrical Improvement Plans – Subdivision No. 24-10, Oak & Vine Project; 1980 Yountville Cross Road Utility Service Plans prepared by MK2 Engineers, Toma P.
Dordea Jr. P.E. E16109; Sheets E0.01 thru E7.01 (4 plan sheets total) dated May 4, 2023.
Specifications and Reports:
● Hydrology Report – “Oak + Vine Road & Utilities; 1980 Yountville Cross Rd, Yountville, CA 94599, APN 031-260-026" prepared by Madrone Engineering, Joel D. Dickerson, P.E. 75989; dated November 8, 2024.
● Geotechnical Investigation – “Proposed Residential development, 1980 Yountville Cross Road Yountville, California, Job No. S2192.01” prepared by PJC & Associates, Inc., Consulting Engineers & Geologists, Donal A Whyte, CEG 2768 and Anthony J. DeMartini, GE 2750, dated March 6, 2023. ● Stormwater Control Plan – “Oak + Vine Road & Utilities; 1980 Yountville Cross Rd, Yountville, CA 94599, APN 031-260-026" prepared by Madrone Engineering, Joel D. Dickerson, P.E. 75989; dated November 8, 2024.
Yountville Building Permit YB-25-3:
● Grading Plan – Subdivision No. 24-10, Oak & Vine Project; Civil Improvement Plans for Oak+Vine Farmhouse prepared by Madrone Engineering, Joel Dickerson P.E. 75989; Sheets C1.0 thru C4.2 (11 plan sheets total) dated April 14, 2025, and Issued for permit on October 9, 2025.
The plans noted above have been approved by the Town Engineer on October 21, 2025, and documented in the stamped Yountville Permit YB-25-160, and the project plans and specifications as noted above and as documented in the stamped Yountville Permit YB-25- 55008.0005 4
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3, approved by the Town Engineer on October 9, 2025. These plans and specifications, as may be modified from time to time, are collectively referred to as the “Subdivision Improvement Plans,” “Plan,” or “Plans”.
3. The total estimated cost of the Improvements, as determined by the Project engineer, is one million, eight hundred fifty-one thousand, five hundred dollars ($1,851,500) (“Estimated Cost of Improvements”). Subdivider is prohibited from commencing work on any Improvement unless and until all plans and specifications for such Improvement have been submitted to and approved by the Town Engineer, or his or her designee. Approval by the Town Engineer of the Subdivision Improvement Plans shall not relieve Subdivider from ensuring that all public improvements conform to all other requirements and standards set forth in this Agreement.
4. In accordance with the Subdivision Laws (Gov. Code, § 66499), the recordation of this Agreement creates a lien attached to the property underlying the Subdivision and has the priority of a judgment lien in the amount necessary to complete the Improvements.
5. The Improvements shall also be subject to the requirements of, and shall be designed and constructed in accordance with, the current versions of Caltrans Standards and Specifications, the Town of Yountville Municipal Code, the Yountville Public Works Standards adopted in December 3, 2019, as the most current City of Napa Standards and Specifications and the Napa Sanitation District Sanitary Sewer and Recycled Water Standards with annexed changes, the California Building Code Appendix 33 J, Grading, and any Town Standard Drawings as may be modified by applicable Regulatory Agency Permits (defined below) (collectively, along with the Plans, referred to as the “Improvement Standards”). The foregoing Improvement Standards and specifications are incorporated herein by reference and made a part hereof.
6. Where there is a conflict between the Subdivision Improvement Plans and the Improvement Standards, the more stringent requirement shall govern.
7. A. Subdivider shall, at Subdivider’s expense, obtain and maintain during the life of this Agreement all necessary permits, approvals, waivers and/or licenses for the construction and installation of the Improvements, give all necessary notices and pay all fees and taxes required by law.
B. Prior and as a condition to the issuance of any grading, building or other permit by Town for the Improvements, and as a condition to the continued validity of any such permit and prior to the commencement of the Work as defined in Section 13, Subdivider shall have obtained and provided to the Town evidence that it has obtained, all necessary approvals, licenses, permits, and/or waivers required for the Improvements (“Regulatory Agency Permits”) from all other agencies with jurisdiction. Subdivider shall comply with the Regulatory Agency Permits and their terms and conditions. If at any time any of Subdivider’s Regulatory Agency Permits lapses, expires, terminates, or is revoked or Subdivider is served with a notice of violation of any such Regulatory Agency Permits by any such agency, the Town shall have the right to revoke any grading, building or other 55008.0005 5
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permit it issued to Subdivider and halt any and all Work (defined below) until such Regulatory Agency Permits are reinstated or re-issued or the notice of violation is rescinded or canceled, as the case may be.
8. Subdivider warrants and guarantees that except for any interests offered to and accepted by public agencies, it is the sole owner of the Subdivision and each and every lot, parcel, or part thereof.
9. Until final acceptance of the Public Subdivision Improvements (as defined below), Subdivider shall give good and adequate warning to the public of any dangerous conditions existing in the Public Subdivision Improvements and will take reasonable actions to protect the public from such dangerous conditions.
10. The Town shall not accept any real property to be dedicated or the Public Subdivision Improvements unless they are constructed in conformity with the Subdivision Improvement Plans and Improvement Standards (including approved modifications, if any), to the reasonable satisfaction of the Town Engineer. Until such time as the Public Subdivision Improvements (as defined below in Section 14) are accepted by the Town, Subdivider shall retain title to, be responsible for, and bear the risk of loss to any of the Improvements constructed or installed.
11. Title to and ownership of any real property to be dedicated and the Public Subdivision Improvements constructed under this Agreement by Subdivider shall vest absolutely in the Town upon completion and acceptance in writing of such Improvements by Town.
12. As part of the Project’s Approvals, Subdivider is required to form a homeowners’ association (“HOA”) to maintain certain improvements and lands and provide design review controls over private construction by the individual lot owners. The covenants, conditions and restrictions (“CCRs”) establishing the HOA are subject to the reasonable approval of the Town and shall be recorded prior and as a condition precedent to the first sale of a lot created by the Subdivision, or the Town’s issuance of any building permit for Lots 2-9, whichever comes first.
13. Subdivider hereby warrants that the Plans referred to herein are in accordance and conformity with the Approvals. Subdivider further warrants that it will cause the work to complete the Improvements (the “Work”) in good, workmanlike manner and in accordance with accepted construction practices. Subdivider warrants and shall be solely responsible for ensuring that the design and construction of the Improvements and the Work will not adversely affect any portion of adjacent or other properties and that all Work will be performed in a proper manner and in accordance with all Town-issued permits, Regulatory Agency Permits and applicable laws and regulations. Subdivider may modify the Plans and specifications as the development progresses should unforeseen conditions occur only upon the prior written approval from the Town Engineer. Should the Work at any time prior to the Town’s final acceptance of the Public Subdivision Improvements prove, in the opinion of Town, to be inadequate in any respect, then Subdivider shall make such changes necessary to satisfy Town’s requirements at no expense to the Town. 55008.0005 6
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14. The Town Engineer, or his/her authorized representative shall inspect all of the Improvements to be accepted for maintenance by the Town (hereinafter referred to as “Public Subdivision Improvements”) and all of the Improvements to be accepted for maintenance by homeowners of units within said Subdivision (hereinafter referred to as “Private Site Improvements”) except for those private landscaping and irrigation systems designated on the Plans to be inspected by ZAC Landscaping Representative, or if ZAC is not available a qualified licensed landscape/irrigation provider, or his/her authorized representative. The Town of Yountville Public Works Department will inspect public wastewater collection system improvements. The Town of Yountville Public Works Department will inspect public water distribution system improvements. Utility improvements (other than water and wastewater) shall be inspected by the applicable utility companies. All Improvements shall be inspected for compliance with this Agreement; applicable Town standards, plans, conditions of approvals, specifications; the Approvals; and the Subdivision Improvement Plans.
The Public Subdivision Improvements shall be deemed accepted only as authorized by the Town Council or the Town Engineer in accordance with the Subdivision Laws, and upon Town’s inspection of all Public Subdivision Improvements. Such acceptance shall not constitute a waiver by Town of any defects or deficiencies in the Public Subdivision Improvements.
Upon the total or partial acceptance of the Public Subdivision Improvements by Town, Subdivider shall file with the Recorder’s Office of the County of Napa a notice of completion for the accepted Public Subdivision Improvements in accordance with California Civil Code section 8182, at which time the accepted Public Subdivision Improvements shall become the sole and exclusive property of Town without payment therefor. Notwithstanding the foregoing, Town may not accept any Public Subdivision Improvements unless and until Subdivider provides, among other things, one (1) set of “asbuilt” or record drawings or plans on minimum 4-mil mylar to the Town Engineer for all such Public Subdivision Improvements. The drawings shall be certified by the professional engineer or architect of record and shall reflect the condition of the Improvements as constructed, with all changes incorporated therein.
15. A. Subdivider shall allow Town’s duly authorized representatives access to the Work at all times and shall furnish them with every reasonable facility for ascertaining that the methods, materials, and workmanship comply with the requirements and intent of the Subdivision Improvement Plans and this Agreement. Subdivider shall give at least ten (10) days’ advance notice of the date upon which the Work is to commence and the date upon which the Work is to be completed. Town may reject defective Work and require its repair, replacement, or removal by Subdivider, all at no expense to Town. Town will use its best efforts to provide timely notice of any defect about which it has actual knowledge, but Town’s failure to provide such notice shall not constitute a waiver or affect any of Town’s rights or remedies or provide a defense to Subdivider.
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B. Upon final completion and acceptance of all said Work in accordance with this Agreement, the Town Engineer, in accordance with Town regulations, shall notify Subdivider in writing of his acknowledgment of acceptance of same. Except as otherwise provided herein, for a period of one year from and after the date of said acceptance of said Work, Subdivider shall, in accordance with the Subdivision Maintenance Warranty attached hereto as Exhibit D, guarantee and warranty all the Improvements constructed under the provisions of this Agreement against defective work or labor done or defective materials furnished and shall repair any defects or failures which may appear in the Improvements during said one year period, and further correct the causes of said defects or failures. Prior to the acceptance of said Work, Subdivider shall deposit with Town cash or satisfactory improvement security in the form attached hereto as Exhibit G and as provided by the Subdivision Laws and all applicable ordinances of the Town in the amount of 10% of the amount of the performance security specified in Section 23 to secure performance of said guarantee and warranty. If the Subdivider fails to act promptly or in accordance with this requirement, or if the exigencies of the situation require repairs or replacements to be made before the Subdivider can be notified, then the Town may, at its option, make the necessary repairs or replacements or perform the necessary work, and Subdivider shall pay to Town the actual cost of such repairs plus fifteen percent (15%) within thirty (30) days of the date of billing for such work by Town.
In addition to the full amount of the foregoing improvement security, Subdivider shall reimburse the Town for its costs and reasonable expenses and fees, including attorneys' fees, incurred in enforcing the obligation secured. Neither the written acknowledgment of acceptance hereinabove referred to nor any periodic or progress inspection or approval shall waive any defect in the Improvements or any breach of this Agreement. Acceptance of any part of any stage of said improvement Work shall not be final until the written notice of final acceptance of all the Improvements shall have been delivered to Subdivider as required herein.
C. Town shall not be required to exonerate any surety, release any security relating to satisfactory completion of the Improvements, sign off as complete any building permit, or issue occupancy permits until acceptance of the Public Subdivision Improvements by the Town or, in the case of Private Site Improvements which will not be dedicated to and accepted by the Town, until the Private Site Improvements have passed final inspection by the Town, in accordance with the Subdivision Laws. In addition, release of security, exoneration of sureties and issuance of occupancy permits will be predicated upon the receipt of required maintenance and/or warranty agreements and security therefore, in forms acceptable to the Town.
D. No Public Subdivision Improvements shall be accepted by the Town unless and until they are free of all liens and encumbrances, and free of all material defects and conditions which may create a hazard to the public health, safety, or welfare. In addition, all properties, rights-of-way, easements, and other interests to be dedicated to the Town shall be, before acceptance thereof by the Town, free and clear of all liens and encumbrances of any kind or character whatsoever and free of any and all material defects and conditions creating a hazard to public health or public safety. Prior to acceptance, 55008.0005 8
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Subdivider shall supply the Town with appropriate lien releases, at no cost to and in a form acceptable to the Town.
E. Subdivider shall acquire and dedicate all off-site rights-of-way, easements, and other interests in real property for construction and installation of the Public Subdivision Improvements or pay the cost of acquisition incurred by Town, which shall be paid prior to the Town’s acceptance of the Public Subdivision Improvements. By this Agreement, Subdivider agrees that it shall complete the Improvements to be located on said off-site rights-of-way, easements, and other interests in real property at such time as the Town acquires an interest in said off-site real property that will permit the Improvements to be made. Subdivider shall also be responsible for obtaining any public or private sanitary sewer, drainage, and/or utility easements or authorizations to accommodate the Subdivision.
F. Town shall not be responsible or liable for the maintenance or care of the Public Subdivision Improvements until Town approves and accepts them. Town shall exercise no control over the Public Subdivision Improvements until accepted. Any use by any person of the Public Subdivision Improvements, or any portion thereof, shall be at the sole and exclusive risk of Subdivider at all times prior to Town’s acceptance of the Public Subdivision Improvements. Subdivider shall maintain all the Public Subdivision Improvements in a state of good repair until they are completed by Subdivider and the Public Subdivision Improvements are approved and accepted by Town, and until the Securities for the performance of this Agreement is released. Town shall not be responsible or liable for any damages or injury of any nature in any way related to or caused by the Public Subdivision Improvements or their condition prior to acceptance.
16. A. Subdivider shall replace or repair, or have replaced or repaired, as the case may be, all public improvements, public utility facilities and surveying or subdivision monuments which are destroyed or damaged as a result of any Work under this Agreement. Subdivider shall bear the entire cost of replacement or repairs of any and all public property or public utility property damaged or destroyed by reason of any Work done under this Agreement, whether such property is owned by the United States or any agency thereof, or the State of California, or any agency or political subdivision thereof, or by the Town or any public or private utility corporation or by any combination of such owners. Any such repair or replacement shall be to the satisfaction, and subject to the approval, of the Town Engineer.
Furthermore, until such time as the Public Subdivision Improvements are accepted by Town, Subdivider shall be responsible for, and bear the risk of loss to, any and all of the Public Subdivision Improvements constructed or installed. Until such time as all Public Subdivision Improvements required by this Agreement are fully completed and accepted by Town, Subdivider shall be solely responsible for the care, maintenance of, and any damage to such Public Subdivision Improvements, and Town shall not, nor shall any officer or employee thereof, be liable or responsible for any accident, loss, or damage, regardless of cause, happening or occurring to the Work or Improvements. All such risks shall be the responsibility of and are hereby assumed by Subdivider. The Subdivider shall defend and indemnify the Town for said accidents, losses and/or damages pursuant to Sections 37 and 41 below. As to any accident, loss or damage arising from the Work or 55008.0005 9
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the Public Subdivision Improvements occurring or happening after all the Public Subdivision Improvements are fully completed and accepted by the Town, Subdivider shall indemnify and defend the Town pursuant to Sections 37 and 41 below.
Maintenance shall include, but shall not be limited to, repair of pavement, curbs, gutters, sidewalks, signals, parkways, water mains, and sewers; maintaining all landscaping in a vigorous and thriving condition reasonably acceptable to Town; removal of debris from sewers and storm drains; and sweeping, repairing, and maintaining in good and safe condition all streets and street improvements. It shall be Subdivider’s responsibility to initiate all maintenance work, but if it shall fail to do so, it shall promptly perform such maintenance work when notified to do so by Town. If Subdivider fails to properly prosecute its maintenance obligation under this section, Town may do all work necessary for such maintenance and the cost thereof shall be the responsibility of Subdivider and its surety under this Agreement.
B. Subdivider shall provide adequate and competent supervision of all contractors and subcontractors. Subdivider shall require each contractor and subcontractor to have a competent foreman on the job at all times when that contractor or subcontractor, or any employee or agent thereof, is performing any Work related to the Improvements.
Subdivider shall maintain an office with a telephone and Subdivider, or a person authorized to make decisions and act for Subdivider in Subdivider’s absence, shall be available at the site of any Improvements within three (3) hours of being called at such office by Town at any time when construction Work is being performed on the Improvements.
C. Subdivider shall assume all costs for utility and cable television undergrounding or relocation which is not the responsibility of the cable television, gas, electric, telephone or other utility company under the terms of any franchises with Town or otherwise imposed upon the utility companies by law. Subdivider has already met this obligation via payment of an in lieu fee.
17. All inspection services rendered in connection with the Work covered by this Agreement shall be paid for by Subdivider pursuant to the Town’s fee schedule as of the date the services are rendered. The Town shall ensure that inspection services for the Work are available on each business day, Monday through Friday, excluding recognized Town holidays, as necessary to support the progress of the Work.
18. A. Subdivider shall pay the following types of fees at the times specified in subsection B in the amounts and at rates in effect at the time payment is made unless otherwise required by the Subdivision Laws or Approvals:
(1) All Impact Fees
a) Water
b) Sewer
c) Civic Facilities Improvement
d) Drainage & Flood Control
e) Park and Recreation
f) Traffic Facilities
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g) Undergrounding of Utilities
h) Community Projects
i) School Impact NVUSD
B. SCHEDULE OF FEES
The fees set forth in subsection 18(B)(1) comprise some of the fees owed by the Subdivider under this Agreement and as listed above. They are set forth below because their amounts can be calculated at the time this Agreement is executed. (1) IMPACT FEES which Subdivider shall pay the pro-rata portion allocable to each dwelling immediately before the date of final inspection of each dwelling or the date the certificate of occupancy is issued as to each dwelling, whichever occurs first. Impact Fees are calculated using the total number of connections (10) and/or the total building square footage, as applicable:
a) Water: 1” Meter Connection; $8,044/each = $ 77,128.00 b) Water: ¾" Meter Connection; $4,732/each = $ 4,732.00 c) Sewer: per 1” Water Meter; $18,626/each = $149,008.00 d) Civic Facilities Improvement; $0.3804/sq ft = $ 10,670.79 e) Drainage & Flood Control; $0.1279/sq ft = $ 3,135.21 f) Park and Recreation; $0.3526/sq ft = $ 7,102.77
g) Traffic Facilities; $1.4700/sq ft = $ 29,611.68
h) Undergrounding of Utilities; $0.0695/sq ft = $ 1,400.01 i) Community Projects; $0.75/sq ft = $ 15,108.00
j) School Impact Fee NVUSD; $5.17/sf = $110,141.68
Total Impact Fees $403,306.15
All fees for which the time of payment is not expressly set forth in subsections 18(B)(1) shall be paid to the Town prior and as a condition precedent to the recordation of the Final Map, unless the Subdivision Laws or Government Code section 66007 mandate that they be paid at a later time, and such fees payable at a later time shall be paid at the earliest later time permitted under the Subdivision Laws or Government Code section 66007 and shall be paid in one lump sum if the Subdivision Laws and/or Government Code Section 66007 permit the Town to require a lump sum payment. Otherwise, they shall be payable in installments pursuant to the Subdivision Laws and/or Government Code Section 66007.
19. If Subdivider refuses or fails to cause prosecution of the Work, or any severable part thereof, with such diligence as will ensure its completion within the time specified by this Agreement, or any extensions thereof, or fails to cause completion of said Work within such time; or if the Subdivider fails to timely cure any defects in the Improvements; or if the Subdivider should be adjudged bankrupt; or if Subdivider should make a general assignment 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, subcontractors, agents, or employees should violate or fail to perform any of the provisions of this Agreement; then such acts, omissions and/or events shall constitute a material 55008.0005 11
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breach of and default under this Agreement, and Town reserves to itself all remedies available to it at law or in equity for such breach, including but not limited to serving written notice on Subdivider and Subdivider’s surety of breach of this Agreement, or of any portion thereof, and of the default of Subdivider.
20. In the event of any such notice of breach of this Agreement and the default of Subdivider, any surety providing Performance Security described in Section 23, below, shall be liable to Town for the cost of construction and installation of the Improvements and Work and for costs and reasonable expenses and fees, including reasonable attorneys’ fees, incurred in enforcing this Agreement. In such event, and at the Town’s option, Subdivider’s surety shall have the duty to take over, commence (if applicable) and complete the Work and Improvements or otherwise perform as is herein specified; provided, however, that if the surety, within the time period specified in the Town’s notice of breach, does not give Town written notice of its intention to take over the performance of this Agreement, and does not commence performance thereof within five (5) days after notice to Town of such election, Town may elect to take over the Work and prosecute the same to completion, by contract with a new contractor or by any other method Town may deem advisable, for the account and at the expense of Subdivider and Subdivider’s surety. In such event, Town may, without liability for so doing, take possession of and utilize in completing the Work such materials, appliances, plant, and other property belonging to Subdivider as may be onsite of the Work and necessary therefor, and by execution of this Agreement, Subdivider grants Town permission to enter onto the Subdivision in such event as may be necessary or convenient to construct such Improvements. Should Town proceed to have the Work completed by entering into a contract with a new Contractor, Town shall execute said contract for and on behalf of and as the agent of Subdivider. The Town reserves to itself all remedies available to it at law or in equity for breach of Subdivider’s obligations under this Agreement. The Town shall have the right, subject to this Section, to draw upon or utilize the appropriate security to mitigate the Town’s damages in the event of default of Subdivider. The right of the Town to draw upon or utilize the security is additional to and not in lieu of any other remedy available to Town. It is specifically recognized that the estimated costs and security amounts may not reflect the actual cost of construction or installation of the Improvements and, therefore, Town’s damages for Subdivider’s default shall, in part, be measured by the cost of completing the required Improvements. The sums provided by the Improvement security may be used by Town for the completion of the public improvements in accordance with the Site Improvement Plans and specifications contained herein. Subdivider and Subdivider’s surety, and any person, partnership, entity, corporation, or association claiming any interest in the Subdivision and each of them, shall be liable to Town for any costs, claims, damages, liability or expenses of whatever nature or kind, direct or indirect, including interest at the maximum rate allowed by law from the date of notification of such cost and expense until paid, and reasonable attorneys’ fees, which are directly or indirectly incurred by reason of the enforcement of this Agreement.
Such amounts and interest accrued thereon shall constitute a lien on the Subdivision.
Subdivider acknowledges and agrees that if the Improvements are not completed to the satisfaction of the Town within the time specified by this Agreement, or any extension thereof, Subdivider fails to comply with any requirement imposed as a condition of the Approvals, or Subdivider fails to comply with any condition imposed under a third party 55008.0005 12
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permit, Town, in addition to any other remedy it may have at law or in equity or as otherwise provided in this Agreement, may withhold occupancy certificates, utility connections, and/or building permits, until the Improvements have been completed in accordance with this Agreement, and as to any such permit, Subdivider waives any and all rights Subdivider may have under the California Permit Streamlining Act. Failure of Subdivider to comply with the terms of this Agreement shall constitute consent to the filing by the Town of a notice of violation against all the lots in the Subdivision, or to rescind the Approvals or otherwise revert the Subdivision to acreage. The remedies provided by this section are in addition to, and not in lieu of, other remedies available to the Town.
Subdivider agrees that the choice of remedy or remedies for Subdivider’s breach shall be at the discretion of Town. In the event that Subdivider fails to perform any obligation hereunder, Subdivider agrees to pay all costs and expenses incurred by Town in securing performance of such obligations, including but not limited to fees and charges of architects, engineers, attorneys, other professionals, and court costs. The failure of Town to take enforcement action with respect to a default, or to declare a breach, shall not be construed as a waiver of that default or breach or any subsequent default or breach of Subdivider. In the event that Subdivider commences work on none of the Improvements required to be constructed under this Agreement within the time period set forth in Section 1 hereof, such failure shall constitute a breach of this Agreement and permit the Town to recover from Subdivider’s surety and/or utilize the performance security to pay for the costs of commencing and completing the Improvements and reasonable expenses and fees, including reasonable attorneys’ fees incurred in enforcing this Agreement.
21. A. In the event of default by Subdivider, then irrespective of whether any Work has been undertaken pursuant to this Agreement, and after being provided notice and an opportunity to cure such default as provided herein, the Town may, without further notice to Subdivider or to its sureties, elect to initiate proceedings to revert the Subdivision to acreage. If the default is reasonably capable of being cured within 30 days, Subdivider shall have such period to effect a cure prior to exercise of this remedy by Town. If the default is such that it is not reasonably capable of being cured within 30 days, and Subdivider (a) initiates correction action within said period, and (b) diligently, continually, and in good faith works to effect a cure as soon as possible, then Subdivider shall have such additional time as is reasonably necessary to cure the default prior to exercise of this remedy by Town.
B. In such event: (1) Subdivider shall conclusively be deemed to have consented to a reversion of the Subdivision to acreage and to a rescission of the tentative map and final map with respect thereto; (2) Subdivider shall execute and deliver such other and further instruments relating to such reversion and rescission as Town shall reasonably request; and should Subdivider refuse to execute and deliver same, Subdivider hereby appoints the Town as Subdivider’s attorney in fact to execute and deliver said instruments in Subdivider’s name and stead which said instruments shall be binding upon Subdivider; (3) Subdivider shall be entirely responsible for the costs incurred in reverting the Subdivision to acreage and consents to the Town utilizing any cash bond described below for that purpose; (4) Subdivider agrees and acknowledges that reverting the Subdivision to acreage pursuant hereto shall be deemed to be in full compliance with all applicable provisions of 55008.0005 13
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the law, including but not limited to Cal. Gov’t Code section 66499.11 et seq., that all conditions precedent to reverting the Subdivision to acreage have been completely satisfied, and that all findings required to be made under Cal. Gov’t Code section 66499.16 shall be deemed made and satisfied; and (5) after utilizing those portions of the monies deposited with the Town by the Subdivider and/or those portions of the improvement security necessary to complete the Improvements and/or to otherwise place the Subdivision in a condition which will be the least detrimental to the Town and neighboring properties, Town shall release all improvement security and shall return to Subdivider the balance of any moneys held as security for the completion of the Improvements or any other Work which is the subject of this Agreement; provided, however, that the Town shall not release said improvement security or refund any moneys held as security to the extent that (i) any demands against said securities are pending or likely to be made, (ii) Subdivider owes the Town money for any reason, and/or (iii) Subdivider has not otherwise fully discharged its obligations under this Agreement which must be discharged notwithstanding the reversion to acreage, in which case the Town shall be entitled to make demand against and pursue Subdivider’s surety for and/or pay to itself from the deposits held by the Town for said contingencies. Notwithstanding anything to the contrary stated herein, Subdivider consents to the reversion of the Subdivision to one parcel under the terms and conditions hereof.
22. Subdivider shall, upon execution of this Agreement, deposit cash in the sum of $489,685or satisfactory improvement security as provided by the Subdivision Laws, to secure faithful performance of the construction of the Improvements covered by this Agreement and every part thereof by Subdivider, which, if a bond, shall be in the form attached hereto as Exhibit B (“Performance Security”). Any additions, alterations, or modifications of this Agreement or to the plans and specifications referred to herein, including any extension of time within which the Work hereunder may be completed, shall not release, or exonerate any surety or sureties on the public improvement security given in connection with this Agreement.
23. Subdivider shall, upon execution of this Agreement, deposit with Town cash in the sum of $489,685 or a satisfactory improvement security as provided by the Subdivision Laws, in said amount to guarantee payment to contractors, subcontractors and persons renting equipment or furnishing labor or materials for the Improvements covered by this Agreement and every part thereof by Subdivider, which, if a bond, shall be in the form attached hereto as Exhibit C (“Payment Security”). Any additions, alterations, or modifications to this Agreement or to the plans and specifications referred to herein, including any extension of time within which the Work hereunder may be completed, shall not release, or exonerate any surety or sureties on the public improvement security given in connection with this Agreement.
24. Subdivider shall, upon execution of this Agreement, deposit with the Town a grading completion bond in the sum of $240,983 to secure timely and satisfactory performance of the grading and storm drain work covered by this Agreement. Any additions, alterations, or modifications to this Agreement or to the plans and specifications referred to herein, including any extension of time within which the grading and drainage Work hereunder 55008.0005 14
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may be completed, shall not release or exonerate any surety or sureties on the grading completion bond given in connection with this Agreement.
25. A. Subdivider shall, upon execution of this Agreement, deposit with Town cash in the sum of $7,500 or satisfactory improvement security as provided by the Subdivision Laws, in said amount to guarantee the setting of the survey monuments shown on the Final Map within the time period stated thereon in accordance with Government Code Section 66496, in the form attached hereto as Exhibit E (“Installation of Monument Security”). Any additions, alterations, or modifications of this Agreement or to the plans and specifications referred to herein, including any extension of time within which the work hereunder may be completed, shall not release, or exonerate any surety or sureties on the security given in connection with this Agreement.
B. Subdivider shall, upon execution of this Agreement, deposit with the Town cash in the sum of $12,302 to guarantee dust control, erosion control and timely planting of graded areas during construction. Should Subdivider fail to provide adequate dust control, erosion control or planting, Town may have such work done and pay for it with said cash deposit.
In the event that Town is required to utilize said deposit for said purposes, upon 21 days’ notice, Subdivider shall replenish the deposit so that it remains in the amount of $12,302 until the time that Town is required to refund the deposit to Subdivider. Upon final acceptance of the Public Subdivision Improvements, passage by Town of final inspection of the Private Site Improvements, or issuance of Certificates of Occupancy by the Town for all Lots within the subdivision, whichever is later, the cash deposit, or remaining portion thereof, will be returned to Subdivider.
26. A. Any bonds submitted as the Securities shall be executed by a surety company authorized to conduct a surety business in California and shall be in a form as specified herein and approved by the Town Attorney.
B. All Securities deposited as bonds under this Agreement shall be irrevocable, shall not be limited as to time (except as to the guarantee and warranty period), and shall provide that they may be released, in whole or part, only upon the written approval of the Town Engineer, as provided under the Subdivision Laws and Section 26(D) below. All Securities shall expressly obligate the surety for any extension of time authorized by Town for Subdivider’s completion of the Improvements, whether or not the surety is given notice of such an extension by Town. No change, alteration, or addition to the terms of this Agreement or the plans and specifications incorporated herein shall in any manner affect the obligation of the sureties, except as required by the Subdivision Laws.
C. If Subdivider seeks to replace any of the Securities, such replacement shall: (1) comply with all requirements of this Agreement and be reasonably satisfactory to and approved by the Town Attorney as to form; (2) be provided by Subdivider to the Town Engineer; and (3) upon written acceptance by the Town Engineer, be deemed to be a part of this Agreement. Upon the Town Engineer’s acceptance of a replacement, the earlier provided Securities may be released by Town.
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D. The Securities required by this Agreement shall be released in accordance with the Subdivision Laws and the following provisions:
i. Town shall release the Performance Security upon issuance of a Certificate of Completion by the Town Engineer for all of the Improvements, or as may otherwise be authorized in accordance with the Subdivision Map Act (Gov. Code § 66499.7). ii. Town shall release the Payment Security in accordance with the Subdivision Map Act. The Payment Security may, six (6) months after the Certificate of Completion is issued by the Town Engineer, be reduced to an amount equal to the amount of all claims filed and related to the Improvements of which notice has been given to Town. The balance of the Payment Security shall be released upon the settlement of all claims and obligations for which the Payment Security was given.
iii. The Securities provided for guarantee and warranty of workmanship shall be released after one (1) year following the completion and acceptance of the Public Subdivision Improvements, and inspection thereof by the Town’s Construction Inspector, and approval by the Town Engineer. If, however, the Town Engineer determines there are defects in the Improvements that require correction pursuant to Section 15(B) above, and such defects are not corrected within a reasonable time, the Town Engineer shall utilize the Securities to make all necessary corrections, including payment of reasonable expenses and fees and attorneys’ fees in connection with enforcement of any provision of this Agreement.
E. Evidence of the Securities required by this Agreement shall be kept on file with the Town Clerk. If the Town Council gives specific, written approval to replace the Securities by another approved security, such replacement Securities shall be filed with the Town Clerk and, upon filing, shall be deemed to be incorporated into this Agreement. Upon filing of replacement Securities with the Town Clerk, the replaced Securities may be released.
27. Subdivider shall, upon request of the Town, deposit with the Town cash in an amount determined by the Town to be sufficient to pay for any necessary legal and administrative costs incurred by Town to enforce the provisions of this Agreement. If the Town requests such a deposit, it shall be provided within 21 days of the request. Should Subdivider not comply with the provisions of this Agreement, the Town may commence legal and administrative efforts to seek compliance, with the costs of said efforts to be paid, in whole or in part, from this deposit. In the event that the Town is required to utilize said deposit for said purposes, upon 21 days’ notice, Subdivider shall replenish the deposit so that it remains in the full amount determined sufficient by the Town until the time that the Town is required to refund the deposit to Subdivider. Upon final acceptance by Town of the Public Subdivision Improvements, passage by Town of final inspection of the Private Site Improvements, or issuance of Certificates of Occupancy by the Town for all Lots within the subdivision, whichever is later, the cash deposit, or remaining portion thereof, will be returned to Subdivider. Notwithstanding the foregoing provisions of this Section, in any action or proceeding governed by Section 37, 41, and/or 48, below, the Town shall not be limited to recovering the amount of said deposit as and for the Town’s attorneys’ fees, and 55008.0005 16
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the provisions of Section 37, 41 and/or 48, as the case may be, herein shall remain in full force and effect and apply to said action or proceeding.
28. A. The securities described in Section 22 through 26 shall be of the type specified in Government Code Section 66499(a)(1), (2), or (3), and must be satisfactory to and be approved by the Town Attorney as to form. The surety for each such security (herein “Surety”) shall (i) be currently admitted to transact surety insurance by the California Department of Insurance, (ii) have a Best’s Insurance Guide rating (herein a “Rating”) of no less than A-, when each such security is issued, and (iii) be approved by the Town, with such approval not to be unreasonably withheld. Prior and as a condition precedent to the recordation of the Final Map, or any change in Surety hereunder, Subdivider shall deliver to the Town the certificate of the County Clerk attesting to the admittance status of the Surety. The Town shall be the sole indemnitee named on any instrument required by this Agreement.
B. In the event a Surety’s Rating is reduced below “B” (a “Rating Event”) Subdivider shall have ten (10) business days from the date such rating actually drops below “B” to present the Town with bonds issued by one or more Sureties other than the one being replaced, which shall meet the criteria specified above (the “Replacement Surety”), regardless of the date Subdivider or Town actually becomes aware of the Rating Event. In the event the Subdivider does not deliver to the Town the security of a Replacement Surety within the ten (10) business day period provided hereunder, Subdivider’s work under this Agreement shall immediately cease and shall not re-commence until Subdivider has delivered security issued by such Replacement Surety to the Town.
C. In the event that Subdivider does not maintain, in full force and effect, the securities specified in Sections 22 through 26 until the later of final acceptance of the Public Subdivision Improvements, passage by Town of final inspection of the Private Site Improvements, or the time at which the Town is required to release said securities, and/or in the event that the Subdivider does not maintain and/or replenish the deposits specified in Sections 25 and 27 up until the time that the Town is required to return any unused portion of said deposits, (a) Subdivider’s work under this Agreement shall immediately cease and shall not re-commence until Subdivider has delivered to the Town the requisite security and/or deposit, and (b) the Town shall have the right to withhold certificates, permits and entitlements as provided in Section 20.
D. Certificates of deposit shall not be deemed to be satisfactory security unless such certificates provide that the Town is the owner of record of such funds. In addition to the full amount of the security, there shall be included costs and reasonable expenses and fees, including attorneys’ and experts’ fees incurred in enforcing the obligation secured.
29. A. If not covered in the security described in Section 23, 100 percent faithful performance security for required private lot landscaping and irrigation system shall be posted with the Town prior and as a condition precedent to the recordation of the Final Map, to cover public right-of-way and open space landscaping and irrigation systems as well as common area (private) landscaping and irrigation systems. Security for 55008.0005 17
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landscaping and irrigation systems on individual, private lots shall be posted with the Planning Department prior to issuance of any building permit by Town.
B. Installation of the landscaping and irrigation system and all other related improvements shall be inspected by a registered landscape architect and certified in writing to Town’s Planning Director as being in compliance with approved plans and specifications and accepted practice prior to release of the applicable bond.
30. Without limiting Subdivider’s indemnification provided below, Subdivider shall take out and maintain at all times during the term of this Agreement the following policies of insurance with insurers with a Best rating of no less than A:XI:
A. Workers’ Compensation Insurance to cover its employees, and Subdivider shall require all contractors and subcontractors similarly to provide Workers’ Compensation Insurance as required by the California Labor Code all of the contractors’ or subcontractors’ employees. Each Workers’ Compensation policy shall be endorsed with the provision that it will not be canceled or altered without first giving thirty (30) days prior notice to the Town.
In case any class of employees engaged in hazardous work under this Agreement is not protected under Workers’ Compensation statutes, Subdivider shall provide and shall cause its contractors and subcontractors to provide adequate and suitable insurance for the protection of its employees not otherwise protected. Such policy shall provide that it will not be canceled or altered without first giving thirty (30) days prior notice to the Town.
Said Workers’ Compensation policy shall have the following endorsement:
“All rights of subrogation are hereby waived against the Town, its officers and employees when acting within the scope of their appointment or employment”.
B. Commercial General Liability Insurance including personal injury and property damage insurance for all activities of the Subdivider and its contractors and subcontractors arising out of or in connection with this Agreement, written on a commercial general liability form including, but not limited to, Broad Form Property Damage, blanket contractual, products liability and completed operations, X,C,U hazards, vehicle coverage and non- owned auto liability coverage in an amount no less than $2 million dollars personal injury and property damage for each occurrence with an annual aggregate of at least and $4 million dollars.
Each such policy shall be endorsed with the following specific language:
(1) The Town is named as additional insured for all liability arising out of the work performed by or on behalf of the named insured, and this policy protects the additional insured, its officers, agents, and employees against liability for personal and bodily injuries, deaths or property damage or destruction arising in any respect, directly, or indirectly, in the performance of the contract.
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(2) The inclusion of more than one insured shall not operate to impair the rights of one insured against another insured, and the coverages afforded shall apply as though separate policies had been issued to each insured.
(3) The insurance provided is primary and no insurance held or owned by the Town shall be called upon to contribute to a loss.
(4) The coverage provided by this policy shall not be canceled without thirty (30) days prior written notice given to the Town.
C. Prior and as a condition precedent to the recordation of the Final Map, Subdivider shall submit to Town documentation evidencing Subdivider’s required insurance including Certificates of Insurance and properly executed endorsements in a form at least as broad as ISO CG 20 10 10 01, ISO CG 20 37 10 01, ISO 20 01 04 13, and ISO CG 24 04 for the additional coverages required hereunder. Any deductible or self-insured retentions must be declared to and approved in writing by Town. At the option of Town, insurer shall reduce or eliminate such deductible or self-insured retention as respects Town, its officers and employees or Subdivider shall procure a bond guaranteeing payment of losses and related investigation, claims, administration, and defense expenses.
D. Subdivider shall maintain Environmental Liability Insurance applicable to bodily injury, property damage, including loss of use of damaged property or of property that has not been physically injured or destroyed, cleanup costs, and defense, including costs and expenses incurred in the investigation, defense, or settlement of claims, or compliance with statute, all in connection with any loss arising from the insured’s performance under this Agreement. Except with respect to the limits of insurance, and any rights or duties specifically assigned to the first named insured, this insurance must apply as if each named insured were the only named insured and separately to the additional insured against which claim is made or suit is brought. Coverage shall be maintained in an amount of at least Two Million Dollars ($2,000,000) per loss, with an annual aggregate of at least Four Million Dollars ($4,000,000).
Subdivider warrants that any retroactive date applicable to Environmental Liability Insurance coverage under the policy is the same as or precedes the Effective Date of this Agreement, and that continuous coverage will be maintained for a period of five (5) years beginning from the time the Work under this Agreement is completed or if coverage is cancelled for any reason the policies extended discovery period, if any, will be exercised for the maximum time allowed.
E. Subdivider shall not allow any contractor or subcontractor to commence work until similar insurance first shall have been so obtained by such contractor or subcontractor and approved by the Town. Certificates shall be signed by a person authorized by the insurer, or insurers, to bind coverage on their behalf.
F. Subdivider shall ensure that the commercial general liability insurance includes or is endorsed to include the following: Provision or endorsement stating that any failure to 55008.0005 19
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comply with reporting or other provisions of the policies including breaches of representations shall not affect coverage provided to the Town, its officers, employees, agents, boards, commissions, and volunteers.
31. All notices herein required shall be in writing, and delivered in person or sent by overnight or registered mail, postage paid. Notice required to be given to Town shall be addressed as follows:
Town of Yountville
Attn: Public Works Department
6550 Yount Street
Yountville, CA 94599
With copy to: Gary B. Bell
Town Attorney
Colantuono, Highsmith & Whatley, PC
420 Sierra College Drive, Suite 140
Grass Valley, CA 95945
All notices required to be given to Subdivider shall be addressed as hereinbelow indicated:
Crossroad Circle, LLC
2101 Cedar Springs Road, Suite 1575
Dallas, TX 75201
ATTN: Michael Gonzales
All notices required to be given to surety or guarantor of Subdivider shall be addressed as indicated on the instrument of improvement security incorporated herein by reference.
Any party hereto or the surety may change such address by notice in writing to the other parties and thereafter notice shall be addressed and transmitted to the new address.
32. Time is of the essence of this Agreement and every provision thereof; provided, that subject to Section 1, in the event good cause is shown therefor, Town may extend the time for completion of the Improvements by Subdivider. Any such extension may be granted without notice to the Subdivider’s surety, and extensions granted shall not relieve the surety’s liability on the bond to secure the faithful performance of this Agreement. The Town shall be the sole and final judge as to whether or not good cause has been shown to entitle Subdivider to an extension.
33. This Agreement may be amended or modified only by written agreement signed by both parties. Failure on the part of either party to enforce any provisions of this Agreement shall not be construed as a waiver of the right to compel enforcement of such provision(s) and shall not act to release any surety from its obligations under this Agreement.
34. This Agreement shall not be assigned by Subdivider without the written consent of Town.
The consent of Town to any assignment shall not be unreasonably withheld, provided the 55008.0005 20
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proposed assignee (“Successor”) can demonstrate its ability to perform and complete the obligations of Subdivider under this Agreement, as determined by objective standards of financial capability, creditworthiness and experience required for such performance. The Town shall have the right to compel the Successor to disclose all documents, information, and other material which, in the Town’s reasonable discretion, may establish or tend to establish that the proposed Successor meets the standards specified hereinabove. Subject to subsection (5) below, no assignment permitted hereunder shall be complete until substitute security is provided by the Successor to fulfill its obligations under Sections 22 through 26 hereof. Provided that by no later than six (6) months prior to the expiration of the period specified in Section 1, above, Subdivider provides the Town at least forty-five (45) days advance written notice of Subdivider’s intent to assign this Agreement and delivers that notice as well as all documents, information and other material requested by the Town and sufficient to enable the Town to exercise the discretion vested in it pursuant to this Section 34, no later than thirty (30) calendar days after the Town receives the materials submitted by Subdivider, the Town shall deliver to Subdivider a written determination whether the submitted materials are complete. If the Town’s written determination is not delivered within said thirty (30) day period, the submission shall be deemed complete. If within said thirty (30) day period, the Town delivers a notice to Subdivider that the submitted materials are incomplete, Subdivider shall have thirty (30) calendar days to submit the necessary, additional information and after timely submittal thereof, the Town shall have thirty (30) calendar days within which to, again, deliver notice to Subdivider whether the submitted materials are complete. If Subdivider does not submit additional materials within thirty (30) calendar days after receiving the Town’s determination of incompleteness, it shall be conclusively deemed that Subdivider has withdrawn its request for consent to the assignment in question. Not later than forty-five (45) days after Subdivider’s submittal is determined or deemed complete, the Town shall accept or reject the proposed assignment. The existence of any legitimate dispute between Town and Subdivider over the acceptance by Town of any proposed Successor may, in Town’s unfettered discretion, result in an extension of the time for performance of Subdivider’s obligations hereunder, as set forth in Section 1, equal to the amount of time required for resolution of such dispute. If the Town consents to an assignment to any thirdparty subdivider or developer, this Agreement shall be deemed to have been amended to provide: (1) that Successor shall be acknowledged by Town to be the Subdivider hereunder; (2) that Successor shall assume all obligations of Subdivider hereunder; (3) that all Work and Improvements to which this Agreement relates shall be completed by Successor as required hereunder; (4) that the security for performance of Subdivider’s obligations hereunder, as provided in Sections 22 through 26 hereof, shall, at the election of Subdivider, consist of such security as the Successor shall post, subject to the Town’s approval and as long as said substitute security complies with Sections 22 through 26; (5) that all cash security deposited with the Town shall be retained by the Town pursuant to the terms hereof and any balance owing to Subdivider shall be paid to the Successor; (6) Subdivider shall remain jointly and severally responsible with the Successor for all of the Subdivider’s obligations hereunder; and (7) the Successor shall provide evidence that it has obtained the requisite insurance.
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35. In the event either party hereto shall commence any legal action or proceeding against the other party arising out of or in connection with this Agreement, the party prevailing in said action or proceeding shall be entitled to recover, in addition to its cost of suit, reasonable attorneys’ fees to be fixed by the court, and such recovery shall include costs of suit and attorneys’ fees on appeal, if any. This provision shall be in addition to any provisions regarding attorneys’ fees set forth in the bonds securing this Agreement.
36. Prior to the acceptance of any dedications or improvements by Town, Subdivider shall provide Town with a written warranty, in the form attached and incorporated hereto as Exhibit F (“Environmental Warranty”), to certify and warrant that: (1) neither the property to be dedicated nor Subdivider are in violation of any environmental law and neither the property to be dedicated nor Subdivider are subject to any existing, pending or threatened investigation by any federal, state or local governmental authority under or in connection with environmental law. Neither Subdivider nor any third party will use, generate, manufacture, produce, or release, on, under, or about the property to be dedicated, any hazardous substance except in compliance with all applicable environmental laws; (2) Subdivider has not caused or permitted the release of, and has no knowledge of the release or presence of, any hazardous substance on the property to be dedicated or the migration of any hazardous substance from or to any other property adjacent to, or in the vicinity of, the property to be dedicated; and (3) Subdivider’s prior and present use of the property to be dedicated has not resulted in the release of any hazardous substance on the property to be dedicated. Subdivider shall give prompt written notice to Town at the address set forth herein of:
A. Any proceeding or investigation by any federal, state, or local governmental authority with respect to the presence of any hazardous substance on the property to be dedicated or the migration thereof from or to any other property adjacent to, or in the vicinity of, the property to be dedicated.
B. Any claims made or threatened by any third party against Town or the property to be dedicated relating to any loss or injury resulting from any hazardous substance; and C. Subdivider’s discovery of any occurrence or condition on any property adjoining or in the vicinity of the property to be dedicated that could cause the property to be dedicated or any part thereof to be subject to any restrictions on its ownership, occupancy, use for the purpose for which it is intended, transferability or suit under any environmental law.
For purposes of this Agreement, the terms below have the following meanings:
i. “Environmental Laws” shall mean any federal, state, or local law, rule, regulation, administrative or court order, ordinance, regulatory guidance document, standard, or requirements of any government authority regulating, relating to, or imposing liability standards of conduct concerning Hazardous Substances, or that pertains to the protection of human health or the environment, including, but not limited to, the Comprehensive Environmental Response, Conservation and Liability Act of 1980 (42 U.S.C. § 9601 et 55008.0005 22
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seq.); the Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 6901 et seq.); the Clean Water Act (33 U.S.C. § 1251 et seq.); the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.); the Hazardous Materials Transportation Act (29049 U.S.C. § 1801 et seq.); the Insecticide, Fungicide and Rodenticide Act (7 U.S.C. § 136 et seq.); the Superfund Amendments and Reauthorization Act (42 U.S.C. § 6901 et seq.); the Clean Air Act (42 U.S.C. § 7401 et seq.); the Safe Drinking Water Act (42 U.S.C. § 300f et seq.); the Solid Waste Disposal Act (42 U.S.C. § 6901 et seq.); the Surface Mining Control and Reclamation Act (30 U.S.C. § 1201 et seq.); the Occupational Safety and Health Act (29 U.S.C. §§ 655, 657); the California Underground Storage of Hazardous Substances Act (Health and Safety Code § 25280 et seq.); the California Hazardous Waste Control Act (Health and Safety Code § 25100 et seq.); the California Safe Drinking Water and Toxic Enforcement Act (Health and Safety Code § 24249.5 et seq.); and the Porter-Cologne Water Quality Control Act (Water Code § 13000 et seq.); together with any amendments of or regulations promulgated under the statutes cited above. ii. “Hazardous Substances” or “Hazardous Substance” shall include any hazardous, toxic or dangerous waste, substance or material, pollutant or contaminant, as so defined under any Environmental Laws or any substance which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous, or any substance which contains gasoline, diesel fuel or other petroleum hydrocarbons, polychlorinated biphenyls (PCBs), radon gas, urea formaldehyde, asbestos, lead, or electromagnetic waves. Hazardous Substances include any hazardous or toxic substance, material or waste which is regulated by the State of California, the United States government, or any other governmental authority with jurisdiction over the Property.
Hazardous Materials include asbestos and any other hazardous waste or substance which has, as of the date hereof, been determined to be hazardous or a pollutant by the U.S.
Environmental Protection Agency, the U.S. Department of Transportation, or any instrumentality authorized to regulate substances in the environment which has jurisdiction over the Property, which substance causes the Property (or any part thereof) to be in material violation of Environmental Laws.
37. Town shall not be responsible for any of the Work, any Improvement or for performance or nonperformance of any Work of construction of any Improvement. To the fullest extent permitted by law, Subdivider, and each of its members, hereby agrees to, and shall defend, indemnify and hold Town, its elective and appointive boards, commissions, officers, agents, and employees harmless from and against any and all allegations, claims, damages, disabilities, or expenses, including attorneys’ fees, experts’ fees, and witness costs that may be asserted or incurred, as the case may be, by any person or entity, including liability for damages or claims for damage for personal injury, or death, as well as from claims for real or personal property damage arising out of or in connection with (i) the activities of Subdivider in performing any Work on any Improvement addressed in this Agreement, (ii) Subdivider’s performance or non-performance under this Agreement, (iii) Subdivider’s breaches of this Agreement, (iv) the Town’s approval of this Agreement (except for any claims Subdivider may have against the Town for Town’s breach of this Agreement), (v) the Town’s compliance or non-compliance with the California Environmental Quality Act or any other law applicable to the approval, processing and implementation of the 55008.0005 23
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Subdivision, the Approvals, this Agreement, the Improvements and/or Work, (vi) any soils subsidence, landslides or soil movement arising out of Subdivider’s activities hereunder; (vii) Subdivider’s handling, releasing, disposing, transporting or arranging for the handling, releasing, disposing or transporting of any hazardous wastes, substances or materials as those terms may be defined by any law, ordinance and/or regulation of any regulatory agency with jurisdiction; and/or (viii) Subdivider’s violation of any law, ordinance or regulation, whether or not there is concurrent, passive negligence on the part of the Town, its elective and appointive boards, commissions, officers, agents, and employees, and regardless of the Town’s approval of the Plans or Town’s inspection, approval or acceptance of the Improvements and notwithstanding any limitation on the amount or type of damages or compensation payable by or for Subdivider under Workers’ Compensation, Disability, or other employee benefit acts, the acceptance of insurance certificates required under this Agreement, or the terms, applicability, or limitations of any insurance held by Subdivider. This indemnification clause also shall apply to any case where the Work performed is done under a contract entered into by the Town as agent of Subdivider and such Work is the proximate cause of any claim against Town, and to any cause of action against the Town arising from the negligent provision of designs for, or the negligent construction, performance, testing, planning, observation, or supervision of, any Work required by this Agreement. Subdivider indemnifies the Town for any liability, cost, expense, including attorneys’ fees, incurred by the Town in enforcing this Section 37. This Section 37 shall survive termination of this Agreement for any reason. Acceptance by Town of the Public Subdivision Improvements shall not constitute an assumption by Town of any responsibility for damage covered by this Section.
After acceptance of the Public Subdivision Improvements, Subdivider shall remain obligated to eliminate any defect in design or dangerous condition caused by a latent design or construction defect. Provisions of this Section 37 shall remain in full force and effect for ten (10) years following acceptance by Town of the Public Subdivision Improvements. It is the intent of this section that Subdivider shall be responsible for all liability for design and construction of the Improvements installed or Work done pursuant to this Agreement and that Town shall not be liable for any negligence, nonfeasance, misfeasance, or malfeasance in approving, reviewing, checking, or correcting any plans or specifications or in approving, reviewing, or inspecting any Work. The Securities shall not be required to cover the provisions of this section.
38. Town shall not be liable for approving, reviewing, checking, or correcting any Plans or specifications or for approving, reviewing, or inspecting any Work. Nothing contained in this section is intended to, or shall be deemed to, limit or waive any protections or immunities afforded by law to Town or Town’s Agents (defined below) for the approval of the plan or design of the Improvements, including but not limited to the protections and immunities afforded by Government Code section 830.6.
39. Subdivider shall have sole responsibility for making all arrangements and assuming all expenses that may be required to provide the Subdivision with utilities. Subdivider shall be solely responsible and assume all liability for any delays, or damages arising therefrom, caused by utility companies in relocating, installing, establishing, and/or constructing 55008.0005 24
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utility lines, cables, trenches, and/or facilities of any type. Subdivider shall release, defend, indemnify, and hold Town harmless from any such liability, irrespective of Town’s passive negligence.
40. All utilities, including cable television facilities, shall be installed underground. All utilities to be located in streets shall be installed and approved prior to installing street improvements.
41. Subdivider shall indemnify the Town to the maximum extent allowed in accordance with the terms and conditions of Government Code § 66474.9(b). This Section shall survive the termination of this Agreement for any reason.
42. This Agreement shall be binding upon and inure to the benefit of the parties’ successors, heirs, and assigns, and by the recordation hereof (or the recordation of a memorandum hereof subject to the Town’s approval) (which said recordation shall be effected by the Town), it is the intention of the parties to give notice to and bind their successors, heirs and assigns hereto. The parties intend that this Agreement and its terms and conditions shall run with the land and shall be deemed a covenant running with the land and an equitable servitude. This Section 42 shall survive termination of this Agreement for any reason.
43. Jurisdiction and venue of all disputes over this Agreement and/or its terms shall be in the County of Napa, State of California. The validity, interpretation and performance of this Agreement shall be controlled by and construed pursuant to the laws of the State of California.
44. The Recitals are incorporated by reference.
45. RESERVED.
46. Neither Subdivider nor any of Subdivider’s agents or contractors are or shall be considered to be agents of Town in connection with the performance of Subdivider’s obligations under this Agreement. Town’s elected and appointed councils, boards, commissions, officers, agents, employees, and representatives (“Town’s Agents”) shall not be liable or responsible for any accident, loss, or damage, regardless of the cause, happening or occurring to the Work or Improvements specified in this Agreement prior to the completion and acceptance of the Work or Public Subdivision Improvements. All such risks shall be the responsibility of and are hereby expressly assumed by Subdivider.
47. Nothing contained in this Agreement shall preclude Town from expending monies pursuant to agreements concurrently or previously executed between the Parties, or from entering into agreements with other subdividers for the apportionment of costs of water and sewer mains, or other improvements, pursuant to the provisions of Town ordinances providing therefore, nor shall anything in this Agreement commit Town to any such apportionment.
48. Subdivider, its agents, employees, contractors, and subcontractors shall comply with all federal, state, and local laws in the performance of the Work required by this Agreement, including but not limited to all Subdivision Laws, Improvement Standards, and all federal, 55008.0005 25
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State, and local labor laws. Subdivider acknowledges that the Town has made no representation, express or implied, to Subdivider or any person associated with Subdivider regarding whether or not laborers employed relative to the construction of the Public Subdivision Improvements must be paid the prevailing per diem wage rate for their labor classification, as determined by the State of California, pursuant to Labor Code Section 1720, et seq. (“Prevailing Wage Laws”). Subdivider agrees with the Town that Subdivider shall assume any and all responsibility and be solely responsible for determining whether or not laborers employed relative to the construction of the Public Subdivision Improvements must be paid the prevailing per diem wage rate pursuant to the Prevailing Wage Laws or other applicable law.
Subdivider, on behalf of itself, its successors, and assigns, waives and releases the Town from any right of action that may be available to any of them pursuant to Labor Code Section 1781 or any similar law. Relative to the waiver and release set forth in this section, Subdivider acknowledges the protections of Civil Code section 1542, which reads as follows:
A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.
By initialing below, Subdivider knowingly and voluntarily waives the provisions of Civil Code section 1542 or any similar law solely in connection with the waivers and releases contained in this section.
_____ (Initials of Authorized Subdivider Representative)
To the maximum extent allowed by law, Subdivider shall indemnify, hold harmless and defend the Town, its elected officials, officer, employees, agents, and volunteers against any claim for damages, compensation, fines, penalties or other amounts arising out of the failure or alleged failure of any person or entity (including Subdivider, its contractor(s) and/or subcontractors) to pay prevailing wages as required by law or to comply with the other applicable provisions of the Prevailing Wage Laws and implementing regulations of the Department of Industrial Relations in connection with construction and installation of the Public Subdivision Improvements. Subdivider’s defense of the Town, its elected officials, officers, employees, agents, and/or volunteers shall be provided by counsel reasonably acceptable to the Town. The foregoing indemnity shall survive any termination of this Agreement.
49. Subdivider, its agents, employees, contractors, and subcontractors shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, sexual orientation, actual or perceived gender identity, disability, ethnicity or national origin in connection with or related to the performance of this Agreement. Subdivider shall 55008.0005 26
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expressly require compliance with the provisions of this Section in all agreements with contractors and subcontractors for the performance of the improvements hereunder.
50. If any provision of this Agreement is held invalid by a court of competent jurisdiction, or if any provision of this Agreement is rendered invalid or unenforceable according to the terms of any federal or state statute, which becomes effective after the Effective Date of this Agreement, the remaining provisions shall continue in full force and effect and shall be construed to give effect to the intent of this Agreement.
51. The waiver by either party of a breach by the other of any provision of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of the same or a different provision of this Agreement. No party shall be deemed to have made any such waiver unless it is in writing and signed by the party so waiving.
52. Any approval or consent that is to be given by Town under this Agreement shall be in writing, and any approval or consent that is not in writing shall not be binding on Town.
53. Mandatory and Permissive. “Shall” and “will” and “agrees” are mandatory. “May” or “can” are permissive.
54. Performance of this Agreement shall not be construed to vest Subdivider’s rights with respect to any change in any zoning or building law or ordinance.
55. The parties acknowledge and agree that Subdivider is required to enter a Stormwater Management Maintenance Agreement acceptable to the Town. Said Stormwater Management Maintenance Agreement shall be executed and recorded prior to the earlier of the (i) sale of the first residential lot in the Subdivision, or (ii) the Town's issuance of the first Certificate of Occupancy for a lot within the Subdivision (which said recordation shall be a condition precedent to the sale of that lot and issuance of that permit, respectively).
56. It is agreed and acknowledged by Subdivider that the provisions of this Agreement have been arrived at through negotiation, and that Subdivider has had a full and fair opportunity to revise the provisions of this Agreement and to have such provisions reviewed by legal counsel. Therefore, the normal rule of construction that any ambiguities are to be resolved against the drafting party shall not apply in construing or interpreting this Agreement.
57. Each party acknowledges that it has reviewed this Agreement with its own legal counsel, and based upon the advice of that counsel, freely entered into this Agreement.
58. The parties warrant and represent that they have the power and authority to enter into this Agreement and the names, titles and capacities herein stated on behalf of any entities, persons, states, or firms represented or purported to be represented by such entities, persons, states, or firms and that all former requirements necessary or required by the state or federal law in order to enter into this Agreement have been fully complied with. 55008.0005 27
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59. This Agreement may be executed simultaneously and in several counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument.
60. This Agreement may be amended only by a written instrument signed by the Parties.
Subdivider shall bear all costs of amendments to this Agreement that are requested by Subdivider. Any approval or consent that is to be given by Town pursuant to this Agreement shall be in writing, and any approval or consent that is not in writing shall not be binding on Town.
61. The Parties agree that they shall cooperate in good faith to accomplish the objectives of this Agreement and to that end, agree to execute and deliver such other instruments or documents as may be necessary and convenient to fulfill the purposes and intentions of this Agreement.
62. All exhibits attached hereto are incorporated into this Agreement:
Exhibit A: Legal Description
Exhibit B: Performance Security
Exhibit C: Payment Security
Exhibit D: Subdivision Maintenance Warranty
Exhibit E: Installation of Monuments Security
Exhibit F: Form of Environmental Warranty
Exhibit G: Form of Maintenance Bond
63. Notwithstanding the provisions and additional agreements, instruments or documents required herein, this Agreement, together with its specific references, attachments, and Exhibits, constitute all of the agreements, understandings, representations, conditions, warranties, and covenants made by and between the parties regarding the construction, installation and warranty of the Improvements. Neither party shall be liable for any representations made, express or implied, not specifically set forth herein. It is the intention of the parties that this Agreement shall supersede any prior agreements, discussions, commitments, representations, or agreements, written, electronic or oral, between the parties with respect to the construction, installation and warranty of the Improvements and the Work.
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IN WITNESS WHEREOF the parties execute this Agreement on the date first written above.
Town of Yountville
By:
Town of Yountville, Town Manager
Approved as to form:
By: Dated:
Gary B. Bell, Town Attorney
Subdivider(s)
____________________________________
By:
__________________, President and
Treasurer or Chief Financial Officer
Approved as to form:
By: Dated:
Attorney for Subdivider
NOTE: All signatures of Party officers must be notarized.
NOTE: Subdivider signatures must be notarized. If the Subdivider executing this Agreement is a corporation, a certified copy of the bylaws or resolution of the board of directors authorizing said corporation to execute this Agreement shall be provided; and at least two corporate officers must execute this Agreement.
55008.0005 29
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State of California }
} ss:
County of }
On , before me, , a Notary Public,
personally appeared who 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 she/he/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(ies) upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY of PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
, Notary Public
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. 55008.0005 30
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EXHIBIT A: Legal Description
The land referred to is situated in the County of Napa, Town of Yountville, State of California, and is described as follows:
A portion of Lot 13 in Block E, as shown on the Map entitled, "Map of the Subdivision of the Caymus Grant in Napa County California", flied November 4, 1870, in Book 1 of Maps, at Page 75, in the Office of the County Recorder of the County of Napa, State of California, and described as follows:
Commencing at the point of intersection of the Eastern line of the road leading from Yountville to Chiles Valley, with the Northern line of the road leading from Yountville across the valley to Silverado Trail, said point of intersection being the most Southerly corner of said Lot 13; running thence along the Eastern line of the said road leading to Chiles Valley North 31 degrees West 453 feet to a point thereon; thence North 59 degrees 55 minutes East 422.86 feet; thence South 30 degrees 21 minutes East 460.88 feet to the said Northerly line of the said road leading to Silverado Trail; thence along the last said line South 61 degrees West. 417.78 feet to the point of commencement.
Excepting therefrom all that portion described in the deed to Yiler Inc. recorded 9/15/80 in Book 1176 at Page 87 Napa County Records.
APN: 031-260-026
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EXHIBIT B: Performance Security
FAITHFUL PERFORMANCE BOND
WHEREAS, the Town Council of the Town of ____________, State of California, and _______________________________ (hereinafter designated as “principal”) have entered into an agreement whereby principal agrees to install and complete certain designated public improvements, which said agreement identified as ________________________, is hereby referred to and made a part hereof; and
WHEREAS, said principal is required under the terms of said agreement to furnish a bond for the faithful performance of said agreement.
NOW, THEREFORE, we, the principal and ____________________, as surety, are held and firmly bound unto the Town of _______________ hereinafter called (“Town”), in the penal sum of _____________________________________________ dollars ($____) lawful money of the United States, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, successors, executors and administrators, jointly and severally, firmly by these presents.
The condition of this obligation is such that if the above bounded principal, his or its 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 his or their part, to be kept 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 Town, 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 a part of the obligation secured hereby and in addition to the face amount specified therefor, there shall be included costs and reasonable expenses and fees, including reasonable attorney’s fees, incurred by Town in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered.
The surety hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the agreement or to the work to be performed thereunder or the specifications accompanying the same shall in anywise affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration, or addition to the terms of the agreement or to the work or to the specifications.
55008.0005 32
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IN WITNESS WHEREOF, this faithful performance bond has been duly executed by the principal and surety above named, on _______________________, 2026. _______________________________ ________________________________ Name of Surety Principal
By:_____________________________
Title: ___________________________
____________________________________
____________________________________
Mailing Address of Surety and
_____________________________________ By:_____________________________ Telephone No. of Surety
Title: ___________________________
By: _________________________________
Attorney in Fact
NOTE: If principal is a partnership, all partners should execute the bond.
IMPORTANT: Surety companies executing bonds must appear on the Treasury Department’s most current list (Circular 570 as amended) and be authorized to transact business in California.
NOTICE: The signature of the Surety on this bond must be acknowledged before a notary public, and this bond must be accompanied by evidence that the appointment as attorney in fact has been recorded in __________________ County.
MANDATORY: The Surety shall be authorized and licensed by the California Insurance Commissioner as an “admitted surety insurer.” APPROVAL: Bonds must be approved by Town.
REQUEST TO INSURER TO SUBMIT DOCUMENTS: Execution of this document shall constitute the Town’s formal request to the insurer to provide the Town with an original of a certificate from the clerk of ___________________ County that the certificate of authority of the insurer has not been surrendered, revoked, canceled, annulled, or suspended or, in the event that it has, that renewed authority has been granted.
POWER OF ATTORNEY REQUIRED. The Attorney-in-Fact (resident agent) who executes this bond on behalf of the surety company must attach a copy of his Power of Attorney as evidence of his authority. A notary shall acknowledge the power as of the date of the execution of the surety bond that it covers.
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EXHIBIT C: Payment Security
PAYMENT BOND
WHEREAS, the Town Council of the Town of _________________, State of California, and ______________________________(hereinafter designated as “principal”) have entered into an agreement whereby principal agrees to install and complete certain designated public improvements, which said agreement, dated __________________ 2026, and identified as _______________________, is hereby referred to and made a part hereof; and WHEREAS, Under the terms of said agreement, principal is required before entering upon the performance of the work, to file a good and sufficient payment bond with the Town of ___________ to secure the claims to which reference is made in Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code of the State of California.
NOW, THEREFORE, said principal and the undersigned as corporate surety, are held firmly bound unto the Town of __________________ and all contractors, subcontractors, laborers, materialmen and other persons employed in the performance of the aforesaid agreement and referred to in Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code in the sum of _____________________________________ dollars ($ ), for materials furnished or labor thereon of any kind, or for amounts due under the Unemployment Insurance Act with respect to such work or labor, that the surety will pay the same in an amount not exceeding the amount hereinabove set forth, and also in case suit is brought upon this bond, will pay, in addition to the face amount thereof, costs and reasonable expenses and fees, including reasonable attorney fees, incurred by Town in successfully enforcing the obligation, to be awarded and fixed by the court, and to be taxed as costs and to be included in the judgment therein rendered.
It is hereby expressly stipulated and agreed that this bond shall inure to the benefit of any and all persons, companies and corporations entitled to file claims under Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this bond.
Should the condition 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.
The surety hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the agreement or the specifications accompanying the same shall in any manner affect its obligations on this bond, and it does hereby waive notice of any such change, extension, alteration, or addition.
55008.0005 34
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IN WITNESS WHEREOF, this payment bond has been duly executed by the principal and surety above named, on ____________________, 2026. _______________________________ _______________________________ Name of Surety Principal
By:_____________________________
Title: ___________________________
____________________________________
____________________________________
Mailing Address of Surety and
_____________________________________ By:_____________________________ Telephone No. of Surety
Title: ___________________________
By: _________________________________
Attorney in Fact
NOTE: If principal is a partnership, all partners should execute the bond.
IMPORTANT: Surety companies executing bonds must appear on the Treasury Department’s most current list (Circular 570 as amended) and be authorized to transact business in California.
NOTICE: The signature of the Surety on this bond must be acknowledged before a notary public, and this bond must be accompanied by evidence that the appointment as attorney in fact has been recorded in __________________ County.
MANDATORY: The Surety shall be authorized and licensed by the California Insurance Commissioner as an “admitted surety insurer.” APPROVAL: Bonds must be approved by Town.
REQUEST TO INSURER TO SUBMIT DOCUMENTS: Execution of this document shall constitute the Town’s formal request to the insurer to provide the Town with an original of a certificate from the clerk of ____________________County that the certificate of authority of the insurer has not been surrendered, revoked, canceled, annulled, or suspended or, in the event that it has, that renewed authority has been granted.
POWER OF ATTORNEY REQUIRED. The Attorney-in-Fact (resident agent) who executes this bond on behalf of the surety company must attach a copy of his Power of Attorney as evidence of his authority. A notary shall acknowledge the power as of the date of the execution of the surety bond that it covers.
55008.0005 447350.1 35
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EXHIBIT D: Maintenance Security
SUBDIVISION MAINTENANCE WARRANTY
To the Town of ______________ for construction of ______________________ (“Project”).
The undersigned (“Contractor”) guarantees all construction performed on this project and also guarantees all material and equipment incorporated therein.
Contractor hereby grants to Town for a period of one (1) year following the date of final acceptance of the Work, its unconditional warranty of the quality and adequacy of all of the Work including, without limitation, all labor, materials and equipment provided by Contractor and its Subcontractors of all tiers in connection with the Work performed in completing the Project.
Neither final payment nor use or occupancy of the Work performed by the Contractor shall constitute an acceptance of Work not done in accordance with this Agreement or relieve Contractor of liability in respect to any express warranties or responsibilities for faulty materials or workmanship. Contractor shall remedy any defects in the Work and pay for any damage resulting therefrom which shall appear within one (1) year, or longer if specified, from the date of final acceptance.
Should any of the contingencies described in the fourth sentence of Section 15(B) of the Subdivision Improvement Agreement (“SIA”) to which this Exhibit is attached occur, should any of the materials or equipment prove defective or should the Work as a whole prove defective, due to faulty workmanship, material furnished or methods or installation, or should the Work or any part thereof fail to operate properly as originally intended and in accordance with the SIA due to any of the above causes within one (1) year after date of final acceptance, the Contractor shall:
(1) reimburse the Town, within 30 days of receipt of the Town’s demand, for its expenses (plus 15%) incurred in restoring said Work to the condition contemplated in the SIA, including the cost of any such equipment or materials replaced and the cost of removing and replacing any other work necessary to make such replacement or repairs, or
(2) upon demand by the Town, replace any such material and to immediately repair said Work completely without cost to the Town so that said Work will function successfully as originally contemplated.
Inspection of the work shall not relieve the Contractor of any of its obligations under the SIA.
Even though equipment, materials, or work required to be provided under the SIA have been inspected, accepted, and estimated for payment, the Contractor shall, at its own expense, replace or repair any such equipment, material, or work found to be defective or otherwise not to comply with the requirements of the SIA up to the end of the guaranty period specified herein.
The Town shall have the unqualified option to make any needed replacement or repairs itself or to have such replacements or repairs done by the Contractor. In the event the Town elects to have said work performed by the Contractor, the Contractor shall make such repairs within a reasonable 55008.0005 447350.1 36
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period of time after the receipt of demand from the Town; provided, however, that in no event shall such period exceed twenty-five (25) days.
________________________________ Dated:_____________________ 55008.0005 447350.1 37
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EXHIBIT E: Installation of Monuments Security
BOND FOR SECURITY OF INSTALLATION OF MONUMENTS
WHEREAS, the Town Council of the Town of ___________________, State of California, and_____________________________ (hereinafter designated as “principal”) have entered into an agreement whereby principal agrees to install and complete certain designated public improvements, which said agreement identified as _____________________, is hereby referred to and made a part hereof; and
WHEREAS, said principal is required under the terms of said agreement to furnish a bond for the installation of monuments pursuant to said agreement.
NOW, THEREFORE, we, the principal and ____________________, as surety, are held and firmly bound unto the Town of _____________ hereinafter called (“Town”), in the sum of _____________________________ dollars ($__________.00), for the payment of which sum well and truly to be made, we bind ourselves, our heirs, successors, executors and administrators, jointly and severally, firmly by these presents.
The condition of this obligation is such that if the above bounded principal, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the installation of monuments pursuant to the said agreement and any alteration thereof made as therein provided, on his or their part, to be kept 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 Town, 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 a part of the obligation secured hereby and in addition to the face amount specified therefor, there shall be included costs and reasonable expenses and fees, including reasonable attorney’s fees, incurred by Town in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered.
The surety hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the agreement or to the work to be performed thereunder or the specifications accompanying the same shall in anywise affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration, or addition to the terms of the agreement or to the work or to the specifications.
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IN WITNESS WHEREOF, this monument bond has been duly executed by the principal and surety above named, on __________________, 2026.
_______________________________ ________________________________ Name of Surety Principal
By:_____________________________
Title: ___________________________
____________________________________
____________________________________
Mailing Address of Surety and
_____________________________________ By:_____________________________ Telephone No. of Surety
Title: ___________________________
By: _________________________________
Attorney in Fact
NOTE: If principal is a partnership, all partners should execute the bond.
IMPORTANT: Surety companies executing bonds must appear on the Treasury Department’s most current list (Circular 570 as amended) and be authorized to transact business in California.
NOTICE: The signature of the Surety on this bond must be acknowledged before a notary public, and this bond must be accompanied by evidence that the appointment as attorney in fact has been recorded in ___________________ County.
MANDATORY: The Surety shall be authorized and licensed by the California Insurance Commissioner as an “admitted surety insurer.” APPROVAL: Bonds must be approved by Town.
REQUEST TO INSURER TO SUBMIT DOCUMENTS: Execution of this document shall constitute the Town’s formal request to the insurer to provide the Town with an original of a certificate from the clerk of ____________________ County that the certificate of authority of the insurer has not been surrendered, revoked, canceled, annulled, or suspended or, in the event that it has, that renewed authority has been granted.
POWER OF ATTORNEY REQUIRED. The Attorney-in-Fact (resident agent) who executes this bond on behalf of the surety company must attach a copy of his Power of Attorney as evidence of his authority. A notary shall acknowledge the power as of the date of the execution of the surety bond that it covers.
55008.0005 447350.1 39
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EXHIBIT F: Environmental Warranty
ENVIRONMENTAL WARRANTY
Subdivision No. ______, _____________________ Project
As a condition precedent to acceptance of the dedications and Required Improvements to be conveyed by _________________________________ (“Subdivider”), to the Town of ______________, a California municipal corporation (“Town”) for the ____________________ project, pursuant to and using those same defined terms in the Subdivision Improvement Agreement dated ________________, 2026, Subdivider hereby warrants to Town that to the best of Subdivider’s knowledge:
1. Neither the Subject Property nor Subdivider are in violation of any Environmental Law, and neither the Subject Property nor Subdivider are subject to any existing, pending or threatened investigation by any federal, state, or local governmental authority under or in connection with any Environmental Law relating to the Subject Property.
2. Neither Subdivider nor any third person operating pursuant to a contract with Subdivider or any of its agents, contractors, or subcontractors or otherwise under Subdivider’s control has or will use, generate, manufacture, produce, or release, on, under, or about the Subject Property, any Hazardous Substance, except in compliance with all applicable environmental laws.
3. Subdivider has not caused or permitted the release of, and has no knowledge of the release or presence of, any Hazardous Substance on the Property or the migration of any Hazardous Substance from or to any other property adjacent to, or in the vicinity of, the Subject Property.
4. Subdivider’s prior and present use of the Property has not resulted in the release of any Hazardous Substance on the Subject Property.
All persons executing this warranty hereby represent and warrant to Town that the signatories hereto have the legal power, right and authority to execute this warranty on behalf of the Subdivider and that the signatories hereto have sufficient knowledge or expertise, either personally, through reasonable inspection or investigation of the property, or through reasonable reliance upon the investigation and professional opinion of Subdivider’s environmental experts, to make the representations herein, and that no consent of any other party is required to execute this warranty and make the representations herein on behalf of the Subdivider to Town.
The undersigned declares under penalty of perjury that the foregoing is true and correct.
Subdivider
_______________________________ Dated:___________________ 55008.0005 447350.1 40
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EXHIBIT G: MAINTENANCE BOND
MAINTENANCE BOND
OAK + VINE SUBDIVISION
IN THE TOWN OF YOUNTVILLE, CALIFORNIA
KNOW ALL PERSONS BY THESE PRESENTS THAT WHEREAS, the Town of Yountville, as AGENCY has entered into that certain __________________________ dated _______, 2026 (“Agreement”) with _______________________ for the above-stated project.
AND WHEREAS, CONTRACTOR is required to furnish a bond in connection with the Agreement guaranteeing maintenance thereof;
NOW, THEREFORE, we, the undersigned CONTRACTOR and SURETY, are held firmly bound unto AGENCY in the sum of __________________________________________________________ [DESCRIBE IN WORDS; 50% OF THE TOTAL CONTRACT AMOUNT—TO BE INSERTED BY CONTRACTOR], ($XXX,XXX.XX) Dollars, which is fifty percent (50%) of the total Agreement amount for the above-stated project to be paid to AGENCY, its successors and assigns, for which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents.
THE CONDITIONS OF THIS OBLIGATION ARE SUCH that if CONTRACTOR shall remedy without cost to AGENCY any defects which may develop during a period of one (1) year from the date of recordation of the Notice of Completion of the work performed under the Agreement, provided such defects are caused by defective or inferior materials or work, then this obligation shall be void; otherwise it shall be and remain in full force and effect. In case suit is brought upon this bond, SURETY will pay reasonable attorneys’ fees to the AGENCY in an amount to be fixed by the court.
IN WITNESS WHEREOF the parties hereto have set their names, titles, hands, and seals as of the dates set forth below:
CONTRACTOR* CONTRACTOR’s Signer’s Name, Title ____________________________________ CONTRACTOR’s Business Name ____________________________________ Mailing Street Address ____________________________________ City, State, Zip Code ____________________________________ Telephone # ____________________________________
Date: ____________________________________
SURETY* SURETY Signer’s Name / Title ____________________________________ SURETY’s Business Name ____________________________________ Mailing Street Address ____________________________________ City, State, Zip Code ____________________________________ Telephone # ____________________________________
Date: ____________________________________
*Provide CONTRACTOR and Surety name, address and telephone number and the name, title, address and telephone number for the respective authorized representatives. Power of Attorney and Notary Acknowledgement must be attached. Seals and dates of signing must also be included. 55008.0005 447350.1 41
401280.3
( EXECUTE IN DUPLICATE )
It has been confirmed that SURETY is admitted by the Department of Insurance to transact business in the State of California and has a Best’s rating of at least _____. ____________________________________
Town Engineer, Town of Yountville
Approved as to Form:
____________________________________
Town Attorney, Town of Yountville
55008.0005 447350.1 42
401280.3
CERTIFICATE OF ACKNOWLEDGMENT
State of California
County of _____________________
On _________________________ before me, _____________________________, personally appeared ___________________________________ who 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.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature_____________________________ (SEAL)