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Standard Pacific Corporation A2015-122 /6\‘5 -422 AGREEMENT FOR THE CONSTRUCTION OF CFD MAINTAINED TRAIL IMPROVEMENTS PROJECT: TRACT MAP 15989, VILA BORBA DEVELOPER: STANDARD PACIFIC CORPORATION A DELAWARE CORPORATION WHEREAS, the undersigned Subdivider/Developer ("Subdivider"), has submitted its final map ("Final Map") for the above-referenced project ("Subdivision") to the City of Chino Hills ("City") for approval; and WHEREAS Subdivider has not completed all of the work, or made all of the improvements required by Title 8 of the San Bernardino County Code (incorporated by reference into the Chino Hills Municipal Code) or such other ordinances of City requiring construction of improvements in conjunction with land divisions, subdivisions, and the like, hereinafter collectively referred to as "said ordinance"; and WHEREAS Subdivider desires to enter into an agreement to provide for the completion of the work and making of the improvements and to furnish security for the performance of this agreement and guarantee the work for a period of one year in accordance with the provisions of said ordinance; NOW THEREFORE, in consideration of the approval of said Final Map by City, and as a condition of such approval, Subdivider promises and agrees at his/her own expense to do all of the work and make all of the improvements required by said ordinance as follows: 1. It is understood that the list of work ("Work") and improvements ("Improvements") shown on Exhibit A, attached hereto and incorporated herein by this reference, is only a general designation of the Work and Improvements and not a binding description thereof. 2. All of said Work shall be done and Improvements made and completed which are shown on, and in strict compliance with, applicable plans and specifications on file with the City's Engineering Department, and any subsequent alterations thereto, which alterations in said plans, specification and standards and the Work to be performed may be accomplished without first giving prior notice thereof to Surety, and in no event shall such change result in exonerating the Surety's obligations. Said Work shall be done under the inspection of, and to the satisfaction of the City Engineer and/or other City official as applicable, and shall not be deemed completed until approved and accepted as completed by the City. Said acceptance of the Improvement shall also constitute acceptance of any offer of dedication contained herein. 3. Such Work shall be completed and Improvements made in a good and workmanlike manner within two (2) years from the date of this Agreement and prior to 1 the occupancy of the Subdivision, unless such time is extended by the City as set forth below in paragraph 15. 4. Subdivider further agrees that any and all grading done or to be done in conjunction with the development of said project shall conform to the requirements of the Chino Hills Municipal Code and any other applicable ordinances regulating excavations and fills (e.g., grading regulations) and shall be completed within the period of time described above and prior to the acceptance by or on behalf of the City of the Work and Improvements, in order that said Improvements will not be endangered by improper drainage or other hazards. 5. Subdivider promised and agrees to maintain all of the Improvements to be constructed under this Agreement in a state of good repair until all of the Work and Improvements are completed and accepted by or on behalf of the City. A. Said maintenance shall include, but not be limited to: (1) Road and Drainage: Repair of pavement, curbs, gutters, sidewalks, parkways, drainage facilities, and removal of debris from drainage facilities, sweeping, repairing and maintaining in good and safe conditions all streets and street improvement. (2) Sewer System: Repair of sewer system, and removal of debris from sewer system, repairing and maintaining in good and safe condition all sewer system improvements. (3) Water System: Repair and/or removal of debris from the water system; repairing and maintaining in good and safe condition of the water system improvements. B. It shall be Subdivider's responsibility to initiate this work, but if he should fail to do so he shall promptly perform such maintenance when notified to do so by the City Engineer. C. Upon failure of Subdivider to promptly maintain, the City may do all necessary work required by this paragraph, the cost thereof being chargeable to Subdivider and Surety under this agreement. D. Subdivider further agrees under this agreement to indemnify, protect, defend and hold the City and its officers, employees and agents free and harmless from any claim, demand, or action for damages, injury, or death, and to indemnify the City for action for damages, injury, or death, and to indemnify the City for any loss, cost or expense arising out of or incurred as a result of or in connection with improper maintenance or dangerous conditions or any act or omission in connection with any of the maintenance activities required under this paragraph, existing or 2 occurring or arising out of any act or omission occurring prior to final acceptance by the City of all the work and improvements constructed under this agreement. 6. Acquisition of Property for Improvements. With respect to any and all necessary acquisitions for the improvements that are the subject of this Agreement, Developer shall be afforded the right to use its best efforts to negotiate such acquisitions with concerned third parties within 60 days of the filing of the Final Map. If such efforts by Developer are unsuccessful, it shall notify the City within 60 days of the filing of the map and, in such notice, shall set forth the nature of the property interest ("Required Property Interest") which the Developer has unsuccessfully sought to acquire or obtain to satisfy any requirement of this Agreement. The City shall acquire the Required Property Interest or commence proceedings within 120 days of the filing of the Final Map in accordance with the provisions of California Code of Civil Procedure section 1230.010, et seq. The parties hereby agree that, as a condition to the City's acquiring any required rights-of-way, Developer shall be responsible for, and shall advance to the City by cash deposit, the fair market value of any land and all Required Property Interests to be acquired by the City, and shall reimburse the City for all reasonable additional costs incurred by City in acquisition negotiations or in the exercise eminent domain with respect to such acquisitions, including, without limitation, reasonable attorney's fees and costs and a Phase 1 environmental assessment. If the Developer fails to comply with this provision of this Agreement, then the Developer waives all rights pursuant to Government Code section 66462.5. 7. The City shall not, nor shall any officer or employee thereof, be liable or responsible for any accident, loss or damage arising out of the Work specified in this Agreement prior to the completion, approval, and/or acceptance of same; nor shall the City, nor any officer or employee thereof, be liable for any persons or property injured by reason of the nature of said Work or by reason of the acts or omissions of the Subdivider, in performance of said Work. All of said liabilities shall be assumed by the Subdivider. The Subdivider further agrees to indemnify, protect, defend and save harmless the City, its agents, officers and employees from and against any and all liability, expense, including, but not limited to, bodily injury, death, personal injury, or property damage arising from or connected with the Subdivider operations, to its services hereunder, including any workers' compensation suits, liability, or expense, arising from or connected with services by any person pursuant this Agreement, or arising out of the use of any patent or patented article in said Work. 8. The Subdivider hereby grants to the City, the Surety upon any Bond, the financial institution of any improvement security, and to the agents, employees, and contractor of them the irrevocable permission to enter upon the lands of the subject Subdivision for purpose of completing the Improvement. This permission shall terminate in the event that the Subdivider, financial institution, or the Surety has completed the Work within the time specified or any extension thereof granted by the City Engineer. 3 9. It is further agreed that the Subdivider will at the time from the approval of the Final Map to the completion and acceptance of said Work or Improvement by the City, give good and adequate warning of each and every dangerous condition caused by the construction of said Improvements and will protect the traveling public therefrom. Further, once Work is commenced, it shall be prosecuted in a diligent and workmanlike manner to completion. 10. The Subdivider hereby agrees to pay for the inspection of such Work and Improvements as may be required by the City Engineer and/or other City official. 11. The Subdivider shall give notice to the City Engineer at least 24 hours before beginning any Work and shall furnish said City Engineer all reasonable facilities for obtaining full information respecting the progress and manner of Work. 12. The Subdivider agrees to grant to the City such easements as are necessary for the upkeep and maintenance by the City of the Improvements agreed to be constructed herein. 13. The Subdivider shall perform any changes or alterations in the construction and installation of such Improvements required by the City, provided that all such changes or alterations do not exceed ten percent of the original total estimate cost of such Improvements. Said costs to be borne by the Subdivider. 14. The Subdivider shall guarantee such Improvements for a period of one year following the completion by the Subdivider and acceptance by the City against any defective work or labor done or defective materials furnished, in the performance of this Agreement by the Subdivider. 15. The Subdivider hereby agrees that all of the Work on any City street shall be completed in accordance with the terms and provisions of Title 14 of the Chino Hills Municipal Code. 16. If the Subdivider neglects, refused, or fails to prosecute the Work with such diligence as to ensure its completion within the time specified, or within such extensions of said time as have been granted by the City Engineer, or if the Subdivider violates or neglects, refuses, or fails to perform satisfactorily any of the provisions of the plans and specifications, he shall be in default of this Agreement. The determination by the Community Development Director of the question as to whether any of the terms of this Agreement or specification have been violated, or have not been performed satisfactorily, shall be conclusive upon the Subdivider, his Surety, and any and all other parties who may have any interest in this Agreement or any portion thereof. The foregoing provisions of this section shall be in addition to all other rights and remedies available to the City under law. It is further understood and agreed that upon default of any obligation hereunder, and at any time after any such default, City may make written demand upon Subdivider to immediately remedy the default or complete the Work. 4 A. If said remedial activities or completion of Work are not commenced within seven (7) days after such demand is made and are not thereafter diligently prosecuted to completion and fully completed within thirty (30) days after the making of such demand (or such other time as may be contained in said demand), the City may then complete or arrange for completion of all remaining Work or conduct such remedial activity as in the sole judgment of the City may be required, all at the full expense and obligation of Subdivider and Subdivider's Surety and all without the necessity of giving any further notice to Subdivider or Subdivider's Surety before the City performs or arranges for performance of any remaining Work or Improvements, and whether or not Subdivider or Subdivider's Surety have constructed any of the required Improvements at that time. B. In the event the City elects to complete or arrange for completion of remaining Work and Improvements, the City may require all Work by Subdivider or Subdivider's Surety to cease in order to permit adequate coordination by the City for completing any remaining Work and Improvements. 17. It is further agreed by and between the parties hereto that this Agreement firmly binds the parties, their heirs, executors, administrators, successors or assignees, jointly and severally. 18. If Subdivider fails to install all or any part of the Improvements required by this Agreement within the time set forth herein, or fails to comply with any other obligation contained herein, Subdivider agrees to pay the City's reasonable administrative expenses and attorney's fees and costs incurred in obtaining compliance with this Agreement any such expenses and fees incurred in processing any action for damages or for any other remedies permitted by law. 19. It is agreed that all Work and Improvements done pursuant to this Agreement shall conform to the standards applicable at the time the Work is actually commenced. 20. Subdivider shall provide security in amounts as shown for the purposes set forth below in the amounts set forth on Exhibit A. A. Guarantee performance under this Agreement. B. Guarantee payment to any contractors, subcontractors, and persons furnishing labor, materials, and equipment to them for the performance of the Work herein described. C. To guarantee the work for a period of one (1) year following completion and acceptance thereof against any defective work or labor done, or defective materials furnished. If said Improvement, payment or guarantee security becomes insufficient in the opinion of the City, the Subdivider agrees to renew said security with good and sufficient security within ten days after receiving demand thereof. 5 21. Subdivider acknowledges and agrees to the City regulations governing signs and advertising structures. A. Subdivider agrees and consents to removal by the City of all signs erected, placed, or situated in violations of any City ordinance governing size, location, or required permits. B. Removal shall be at the expense of the Subdivider and Subdivider shall indemnify, protect, defend and hold the City free and harmless from any claim or demand arising out of or incurred as a result of such removal, excepting negligent acts or omissions by the City, its agents or employees. C. Subdivider agrees that said signs may be erected only pursuant to a permit issued by the City upon payment of necessary fees or deposits. 22. Subdivider agrees to immediately notify the City of any transfer of subject Subdivision tract or of any interest therein whether voluntary or involuntary and agrees to condition any voluntary transfer of the tract upon prior assumption of the obligations contained herein by the transferee in form approved by the City. Failure to comply with the terms of this section shall give the City the right, upon twenty (20) days notice to Subdivider, to declare a default and thereafter pursue any actions for damages or for any other remedies permitted by law. 6 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. SUBDIVIDER: Standard Pacific Corporation a Delaware Corporation By: Standard Pacific Corporation a Delaware Corporation Address: Signature (s) belowmut be notarized 355 E. Rincon St., Suite 300 By: = ll 11, !i Stephanie M. Pabbri Carter, Project Manager Corona, CA 92879 Phone (951) 898-5500 By: �•� Josht/A/6ause,Project Manager CITY OF CHINO HILLS ( / A - Cyntta Mpfan, Mayor Date: ATTEST: er Chery alz, aMC, City Clerk APPROVED TO FORM: 1 ra ate-) Mark D. Hensley, City Attorney 7 ACKNOWLEDGMENT 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. State of California County of Riverside On March 31, 2015 before me, Jennifer R. Johnson, Notary Public (insert name and title of the officer) personally appeared Stephanie M. Fabbri Carter and Joshua A. Gause 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 ho/sho/they executed the same in his/her/their authorized capacity(ies), and that by hic/hcr/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. �.=y,, JENNIFER R. JOHNSON WITNESS my hand and official seal. a �• ,y Notary Public #20533 � �,�� Notary Public •Californianl z . .1 Riverside County ki "'°' My Comm.Expires Jan 22,2018 Signature \\ (Seal) CALIFORNIA ALL CAPACITY ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF SAN BERNARDINO CITY OF CHINO HILLS On April 28, 2015, before me, Cheryl Balz, City Clerk the City of Chino Hills, personally appeared Cynthia Moran, Mayor of the City of Chino Hills, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her authorized capacity and that by her signature on the instrument the person, or the entity upon behalf of which the person 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. eEa CHERYL BALZ, CITY CLERK CITY OF CHINO HILLS (SEAL) EXHIBIT A CFD MAINTAINED TRAIL IMPROVEMENTS FOR: TRACT MAP 15989 DEVELOPER: STANDARD PACIFIC CORPORATION A DELAWARE CORPORATION (I) Work and Improvements shall consist of: Construction of the CFD Maintained Trail Improvements as shown on the Improvement Plans for the property site known as Tract Map 15989, located in the City of Chino Hills. The CFD Maintained Trail Improvement plans have been reviewed and approved by the Community Development Department of the City of Chino Hills. (II) Security Performance $447,682.00 Labor and Material $223,841.00 Guarantee/Warranty $111,921.00 Said securities shall be in the form of: Bond Cash, Bond, Letter of Credit 8