Loading...
HomeMy WebLinkAboutAgr 2000-06-26 (Ned's Way Garden Homes)' r GRADING AGREEMENT This Grading Agreement ("Agreement") is entered into on thislkday of June, 2000, by and between Ned's Way Garden Homes, LLC, a California limited liability company ("Ned's") and the Tiburon Redevelopment Agency, a public body, corporate and politic (the "Agency"). Recitals Ned's and the Agency are parties to that certain Disposition and Development Agreement for Ned's Way Senior Housing Development, dated June 17, 1998 ("DDA"). The parties now desire to provide for Ned's grading of the Property (as the "Property" is defined in the DDA) prior to the close of escrow for Ned's acquisition of the Property under the DDA. Accordingly, the parties hereby agree as follows: Agreement 1. The Agency hereby grants Ned's permission to enter-,the Property for the purpose of grading the Property according to the Site Improvement Plans created by Irv Schwartz and Associates, dated May 4, 2000, and submitted to the Agency on May 15, 2000 (the "Improvement Plans"), a copy of which is attached hereto as Exhibit A and incorporated herein by this reference; provided, however, that prior to entering the Property or performing any grading work thereon, Ned's shall obtain an encroachment permit from the Agency/Town of Tiburon, in substantially the form attached hereto as Exhibit B (the "Encroachment Permit") and any necessary grading permit from the Agency and/or the Town of Tiburon. Ned's shall perform all grading work in compliance with and according to the Improvement Plans, the terms and conditions set forth in this Agreement, the Encroachment Permit, and any grading permit issued to Ned's. 2. Prior to entering the Property to perform any grading work, Ned's shall provide to the Agency proof, reasonably acceptable to the Agency, that Ned's has fulfilled all of the insurance requirements set forth in Section 8.4 of the DDA. = / 3. Ned's shall indemnify, defend and hold harmless the Agency, the Town of Tiburon, and its employees, officers, agents and representatives from and against all claims, actions, causes of action, damages, expenses, costs, obligations, injuries, controversies and liabilities that arise out of or relate to Ned's, or Ned's contractors', agents' consultants' and representatives', entry onto the Property and their performance of any grading work and/or work related thereto. 4. Ned's shall conduct and perform its grading work on the Property only during normal working hours, shall perform the grading work in a good and workmanlike manner, and T0070005/172675-2 1 shall properly dispose of all of the soil, materials, and debris from the grading work in accordance with California and local law. All grading work shall be performed between June 19, 2000 and August 18, 2000. . 5. Nothing in this Agreement, nor Ned's grading of the Property prior to the close of escrow, shall obligate the Agency to waive any of the conditions of closing in the Agency's favor set forth in Article 3 of the DDA. Ned's understands and agrees that it performs the grading work with the risk that one or more of the conditions may not be fulfilled and that the Agency's obligation to convey the Property to Ned's remains contingent upon fulfillment of all of the conditions set forth in Article 3 of the DDA. a. In the event that Ned's does not close escrow on the Property by the deadline therefor set forth in the DDA (as extended, if at all, in accordance with the terms of the DDA), Ned's shall, within thirty (30) days of the Agency's written request to Ned's therefor, completely restore the Property to the condition that the Property was in prior to any grading work performed by Ned's under this Agreement, the Encroachment Permit, and any grading permit issued to Ned's. To secure Ned's performance of its obligation to restore the Property to its pre-grading condition, Ned's shall, upon its execution of this Agreement, deposit with the Agency the sum of Fifty Thousand Dollars ($50,000) as a Performance Deposit. Ned's hereby agrees that, in the event that Ned's does not complete any and all work required to restore the Property to its pre-grading condition within the thirty (30) day period set forth above, the Agency may use and/or apply some or all, as necessary, of the Performance Deposit to pay for the completion of restoring the Property to its pre-grading condition; provided, however, that, if Ned's has proceeded in good faith to complete the restoration work within the thirty (30) day period, then, at least two (2) working days before the Agency applies or uses any of the Performance Deposit for restoration work or performs any restoration work on the Property, the Agency shall notify Ned's in writing of the Agency's determination of the nature, scope, and the estimated cost and time needed for completion of the restoration work that the Agency has determined remains to be done. Ned's shall, within twenty-four (24) hours of its receipt of the Agency's notice, inform the Agency in writing whether Ned's shall perform the work set forth in the Agency's notice. If Ned's fails to respond to the Agency's notice within the 24-hour period or declines to complete the restoration work set forth in the Agony's notice, the Agency may apply and use the Performance Deposit funds to pay for the work set forth in its notice. Upon the Agency completing and/or paying for the work required to restore the Property to its pre-grading condition, the Agency shall provide Ned's with an accounting of the costs the Agency incurred to complete the restoration work and shall refund to Ned's the remainder of the Performance Deposit. In the event Ned's closes escrow on the Property, the Agency shall apply the Performance Deposit toward the Purchase Price for the Property. 6. Except as set forth in this Agreement, Ned's grading work on the Property shall be governed by the DDA, the Improvement Plans, the Encroachment Permit and any grading permit issued to Ned's. All capitalized terms set forth in this Agreement, unless defined herein, shall have the same meaning as set forth in the DDA. T0070005/172675-2 2 7. Taylor Woodrow Homes, Inc., a Member of Ned's, by executing this Agreement, agrees to fully and unconditionally guarantee Ned's performance of all of Ned's obligations and duties under this Agreement. Executed on the date first written above. NED'S WAY GARDEN HOMES, LLC a California limited liability company By: TAYLOR WOODROW HOMES, INC. a California corporation Managing Member /F. ~,Z~ By: Its: 1/- ~t~s.r.iL'SS r~ cc;` By: NW DEVELOPMENT PARTNERS, LLC a California limited liability company Managing Member By: Its: ~~„Q,kAI/~Z Dit~ TIBURON REDEVELOPMENT AGENCY a public body, corporate and politic By: X 14- Its: Executive Directo Approved As To Form ZWk.41~,Jlll Qd hn E. Sharp Acting Town Attorney T0070005/172675-2 3