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CalAtlantic Group Inc. A2017-115 (TM 16338)HkAWk's RECORDING REQUESTED BY WHEN F.ECORDED MAIL TO: City Clerk City of Chino Hills 14000 City Center Drive Chino Hills, CA 91710 No fee per Government Code § 6103 A2017-115 Recorded in Official Records, County of San Bernardino 6/01/2017 BOB DUTTON 9:25 AM H OUN ASSESSOR - RECORDER - CLERK KE SAN P Counter ^ c#: 2017—II02I01115 I All IIII I�^IYII�II� II II SUBDIVISION IMPROVEMENT AGREEMENT TRACT MAP NO. 16338 Titles: 1 Pages: 35 Fees117.00 Taxes 0.00 Other 0.00 PAID $117.00 THIS AGREEMENT ("Agreement") is made and entered into this 3/28/2017, by and between the CITY OF CHINO HILLS, a general law city and municipal corporation ("CITY") and CALATLANTIC GROUP, INC. A CALIFORNIA CORPORATION ("SUBDIVIDER"). The Parties agree as follows: 1. RECITALS. This Agreement is made with reference to the following facts and objectives: A. SUBDIVIDER presented CITY with a final subdivision map on land identified as Tract Map No. 16338 ("Map"). B. SUBDIVIDER requested that CITY approve the Map before construction and completion of all improvements including, without limitation, streets, highways, public ways, grading, fences, and public utility facilities which are part of or appurtenant to the subdivision ("Subdivision") identified on the Map. CITY C. This Agreement is entered into in accord with the Subdivision Map Act ("Act") and applicable ordinances adopted by CITY including, without limitation, as codified in the Chino Hills Municipal Code ("CHMC"). 2. CONSTRUCTION OF IMPROVEMENTS. A. At its sole cost and expense, SUBDIVIDER agrees to furnish the equipment, labor and materials necessary to complete the Improvements on the Map set forth in attached Exhibit "A," which is incorporated by reference, and such other improvements required by CITY ordinances and/or the City Council when approving the Map ("Improvements"). All of the Improvements, together with appurtenances, contingencies and engineering costs, are more particularly shown on the improvement plans for the Map. It is understood that the list of Improvements shown on Page 1 of 9 Exhibit A, is only a general designation of the Work and not a binding description thereof. All of the Improvements shall be completed in strict compliance with applicable plans and specifications on file with the CITY's Engineering Department, and any subsequent alterations thereto approved by the CITY's Engineering Department, which alterations in said plans, specifications and standards of Improvements 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. The Improvements shall be done under the inspection of, and to the satisfaction of the CITY City's 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. B. SUBDIVIDER further agrees that any and all work to be done in conjunction with the Improvements shall conform to the requirements of the Chino Hills Municipal Code and any other applicable ordinances (including 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 Improvements. C. The SUBDIVIDER hereby agrees that all of the work to be done in conjunction with the Improvements on any CITY street shall be completed in accordance with the terms and provisions of Title 12 of the Chino Hills Municipal Code. D. It is further agreed that the SUBDIVIDER will at the time from the approval of the Final Map to the completion and acceptance of the Improvements 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. E. Further, once work on an Improvement is commenced, it shall be prosecuted in a diligent and workmanlike manner to completion. 3. ESTIMATED COST OF IMPROVEMENTS. The parties agree that the estimated cost of the Improvements is $ 10,688,912.00. 4. COMPLETION. SUBDIVIDER must complete all Improvements in a good and workmanlike manner within twelve months after recording the Map or within such further time as may be granted by the CITY's City Engineer. Should SUBDIVIDER fail to complete the Improvements within the time for completion, CITY, at its option, may enter onto SUBDIVIDER's property to complete the Improvements at SUBDIVIDER's cost. 5. ACQUISITION OF PROPERTY FOR IMPROVEMENTS. With respect to any and all necessary acquisitions for the Improvements that are the subject of this Agreement, SUBDIVIDER 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 Page 2 of 9 such efforts by SUBDIVIDER 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 SUBDIVIDER 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, SUBDIVIDER 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 SUBDIVIDER fails to comply with this provision of this Agreement, then the SUBDIVIDER waives all rights pursuant to Government Code section 66462.5. 6. WARRANTY OF IMPROVEMENT PLANS. SUBDIVIDER warrants that the plans and specifications for the Improvements comply with the tentative map approval and the master plan for the Subdivision previously approved by CITY's Planning Commission and the City Council, together with all conditions made a part of such approval(s). SUBDIVIDER further warrants that the plans and specifications can be relied upon to accomplish the improvement work covered by this Agreement in a good, workmanlike manner and in accordance with accepted construction practices. Should the plans and specifications at any time before final acceptance of the Improvements prove to be inadequate in any respect, SUBDIVIDER agrees to make such changes deemed necessary by CITY to accomplish Improvement work in a good, workmanlike manner and in accordance with accepted construction practices. SUBDIVIDER further agrees to make or cause to be made such engineering, soils and other reports as may be required by CITY. 7. CITY NOT LIABLE FOR PLANS AND SPECIFICATIONS. CITY is not an insurer or surety for the design or construction of the Subdivision. And no CITY official, officer, or employee is liable or responsible for any claim arising during construction of the Subdivision or Improvements, unless it can be shown that such person specifically directed that the Subdivision or Improvement be accomplished in a manner contrary to the wishes and desires of SUBDIVIDER, and SUBDIVIDER filed a written objection with the CITY Engineer before commencing such work or Improvement. 8. WARRANTY OF WORK. SUBDIVIDER warrants that the Improvements will be constructed in a manner consistent with CITY's specifications and the highest industry standards. Should any Improvement fail to comply with this warranty or any other provision of this Agreement within one (1) year after CITY's final acceptance, SUBDIVIDER must, without delay and without cost to CITY, repair, replace or reconstruct any defective or otherwise unsatisfactory part or parts of the Improvements. Should SUBDIVIDER fail to act promptly or in accordance with this requirement or should the exigencies of the case require repairs or replacements to be made before SUBDIVIDER can be notified, CITY may, at its option, make the necessary repairs or Page 3 of 9 replacements or perform the necessary work and SUBDIVIDER must pay to CITY the actual cost of such repairs plus fifteen percent (15%) for CITY's administrative overhead costs. This Section is not a waiver of any other right CITY may have for correcting faulty workmanship or defective materials. 9. REPAIRS AND REPLACEMENTS. SUBDIVIDER must maintain all of the Improvements constructed under this Agreement in a state of good repair until all of the Improvements are completed and accepted by or on behalf of the CITY. Said maintenance shall include, but not be limited to: A. 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 improvements. B. 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. C. 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. It shall be SUBDIVIDER's responsibility to initiate this work, but if SUBDIVIDER should fail to do so, SUBDIVIDER shall promptly perform such maintenance when notified to do so by the CITY's City Engineer. 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. Any such repair or replacement must be completed to CITY's City Engineer satisfaction and approval. 10. CITY'S RIGHT OF ENTRY. SUBDIVIDER grants CITY a license to enter SUBDIVIDER's property to inspect the Improvements constructed by SUBDIVIDER and to ensure compliance with this Agreement. 11. PAYMENT FOR INSPECTION COSTS. The SUBDIVIDER hereby agrees to pay for the inspection of such Improvements as may be required by the City Engineer and/or other City official. 12. NOTICE OF WORK. The SUBDIVIDER shall give notice to the City Engineer at least 24 hours before beginning any work on the Improvements and shall furnish City Engineer all reasonable facilities for obtaining full information respecting the progress and manner of the Improvements. 13. ALTERATIONS. 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. CONTRACT SECURITY. Page 4 of 9 A. Concurrently with the execution of this Agreement, SUBDIVIDER must furnish: A surety bond in an amount equal to at least one hundred percent (100%) of the estimated cost of improvements as security for the faithful performance of this Agreement; A separate surety bond in an amount equal to at least one hundred percent (100%) of the contract price for said improvements as security for the payment of all persons performing labor and furnishing materials in connection with this Agreement. B. SUBDIVIDER agrees that the form of the bonds provided by CITY are substantially similar to Government Code §§ 66499.1 and 66499.2. 15. MAINTENANCE BONDS. The bonds referred to in Section 14 will not be released until a surety bond guaranteeing the warranty requirements of Section 8 in the amount of at least ten percent (10%) of the sum shown in Section 3 is filed with CITY. The maintenance bond will be released one (1) year from the date of final acceptance of the Improvements. 16. PERFORMANCE BY CITY OR SURETY. Should SUBDIVIDER fail to prosecute the construction of the Improvements with such diligence as to ensure completion within the time requirements of this Agreement, or in the manner as required by this Agreement, or if SUBDIVIDER is not carrying out the intent of this Agreement, CITY may serve written notice upon SUBDIVIDER and the surety on SUBDIVIDER's faithful performance bond demanding satisfactory compliance with this Agreement. A. Should CITY serve such written notice, CITY may do any one, or combination of, the following: Serve written notice upon the surety on its faithful performance bond demanding satisfactory compliance with this Agreement. In such event the surety must, within five (5) days, assume control and construct the Improvements as SUBDIVIDER's successor; CITY may construct the improvements itself, or by contract, at SUBDIVIDER's expense on a time a materials basis. In such event, CITY may take possession of and utilize in completing improvement construction, materials, appliances, and other property belonging to SUBDIVIDER as may be on the site of the Page 5 of 9 work without liability to CITY. SUBDIVIDER's surety will be liable to CITY for any excess cost of damages incurred by CITY. B. Nothing in this Section waives, or serves as a limitation upon, any additional remedy CITY may have under this Agreement or applicable law. 17. SURETY BOND TO INCLUDE LETTER OF CREDIT. The term "surety bond" also includes such other acceptable security, such as letters of credit or cash deposit agreements issued by responsible financial institutions, which are approved by the City Attorney. The term "surety" includes the issuer of any letter of credit or cash deposit agreement, which is acceptable to CITY as security for the performance of this Agreement. Sureties must be admitted to do business in California. 18. BEST MANAGEMENT PRACTICES. SUBDIVIDER agrees to use best management practices ("BMPs"), as that term is defined under applicable law including, without limitation, the CHMC, in constructing the Improvements anticipated by this Agreement. SUBDIVIDER's failure to comply with the terms of this Section constitutes a material breach of this Agreement. 19. OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models, photographs and reports prepared by SUBDIVIDER under this Agreement are CITY's property. SUBDIVIDER may retain copies of said documents and materials as desired, but must deliver all original materials to CITY upon CITY's written notice. 20. INDEPENDENT CONTRACTOR. CITY and SUBDIVIDER agree that SUBDIVIDER will act as an independent contractor and will have control of all work and the manner in which is it performed. SUBDIVIDER will be free to contract for similar service to be performed for other employers while under contract with CITY. SUBDIVIDER is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct SUBDIVIDER as to the details of doing the work or to exercise a measure of control over the work means that SUBDIVIDER will follow the direction of CITY as to end results of the work only. 21. CASH CHARGES. SUBDIVIDER must pay to CITY in cash such subdivision fees that are established by ordinance or by the CITY Council in conferring approval or extension of time to the Subdivision. 22. INDEMNIFICATION. A. SUBDIVIDER indemnifies and holds CITY harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising out of this Agreement, or its performance, except if due to the sole negligence or wrongful acts of the CITY. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, SUBDIVIDER must defend CITY (at Page 6 of 9 CITY's request and with counsel satisfactory to CITY) and indemnify CITY for any judgment rendered against it or any sums paid out in settlement or otherwise, except if due to the sole negligence or wrongful acts of the CITY. B. For purposes of this section "CITY" includes CITY's officers, officials, employees, agents, representatives, and certified volunteers. C. SUBDIVIDER agrees and understands that its violation of any Labor Code provision regarding payment of prevailing wages can result in fines or damages being levied against CITY. SUBDIVIDER specifically agrees that the indemnification and defense obligations set forth in this Section include payment of any fines, penalties, or damages that might arise out of this Agreement. D. The requirements as to the types and limits of insurance coverage to be maintained by SUBDIVIDER, and any approval of such insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by SUBIDIVIDER pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification. 23. INSURANCE. A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, SUBDIVIDER must procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: Type of Insurance Commercial general liability Professional Liability Workers compensation Limits (combined sinale $2,000,000 $2,000,000 statutory requirement B. Commercial general liability insurance must meet or exceed the requirements of ISO -CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies must be endorsed to name CITY, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by CITY will be excess thereto. Such endorsement must be reflected on ISO Form No. CG 20 10 11 85 or 88. Such insurance will be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days Page 7 of 9 prior written notice to CITY. C. Professional liability coverage will be on an "occurrence basis" if such coverage is available, or on a "claims made" basis if not available. When coverage is provided on a "claims made basis," SUBDIVIDER will continue to renew the insurance for a period of three (3) years after this Agreement expires or is terminated. Such insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement, and will cover SUBDIVIDER for all claims made by CITY arising out of any errors or omissions of SUBDIVIDER, or its officers, employees or agents during the time this Agreement was in effect. D. SUBDIVIDER must furnish to CITY duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "AMI." Certificate(s) must reflect that the insurer will provide thirty (30) day notice of any cancellation of coverage. SUBDIVIDER will require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word "endeavor" with regard to any notice provisions. 24. NOTICES. A. All notices given or required to be given pursuant to this Agreement will be in writing and may be given by personal delivery or by mail. Notice sent by mail will be addressed as follows: The CITY To Subdivider CITY of Chino Hills CalAtlantic Homes Attn: City Clerk 355 E. Rincon Street, Suite 300 14000 City Center Drive Corona, CA 92879 Chino Hills, CA 91709 B. When addressed in accordance with this paragraph, notices will be deemed given upon deposit in the United States mail, postage prepaid. In all other instances, notices will be deemed given at the time of actual delivery. C. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph. Page 8 of 9 25. COMPLIANCE WITH LAW. SUBDIVIDER will comply with all laws applicable to this Agreement including, without limitation, federal, state, and local laws requiring permitting and licenses. All such compliance will be at SUBDIVIDER's own cost. 26. PREVAILING WAGES. If required by applicable state law including, without limitation Labor Code § § 1720 (as amended by AB 975 (2001)), 1771, 1774, 1775, and 1776, SUBDIVIDER must pay its workers prevailing wages. It is the SUBDIVIDER's responsibility to interpret and implement any prevailing wage requirements and SUBDIVIDER agrees to pay any penalty or civil damages resulting from a violation of the prevailing wage laws. In accordance with Labor Code § 1773.2, copies of the prevailing rate of per diem wages are available upon request from CITY's Engineering Division or the website for State of California Prevailing wage determination at http: www.dir.ca.gov/DLSR/PWD. A copy of the prevailing rate of per diem wages must be posted at the job site if SUBDIVIDER is required to pay prevailing wages. 27. CONSTRUCTION. The language of each part of this Agreement will be construed simply and according to its fair meaning, and this Agreement will never be construed either for or against either party. 28. SEVERABLE. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect. 29. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement. 30. WAIVER. Waiver of any provision of this Agreement will not be deemed to constitute a waiver of any other provision, nor will such waiver constitute a continuing waiver. 31. GOVERNING LAW. This Agreement has been made in and will be construed in accordance with the laws of the State of California and exclusive venue for any action involving this Agreement will be in San Bernardino County. 32. AUTHORITY/MODIFICATION. This Agreement is subject to and conditioned upon approval and ratification by the Chino Hills CITY Council. This Agreement is not binding upon CITY until executed by the Mayor. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written agreement. CITY's CITY Manager may execute any such amendment on behalf of CITY. 33. BINDING UPON SUCCESSORS. The terms of this Agreement constitute a burden and benefit upon the Property. Accordingly, this Agreement will be recorded and the term Page 9 of 9 will run with the Property and become binding upon SUBDIVIDER's heirs, successors and assigns. : 34. ENTIRE AGREEMENT. This Agreement constitutes the sole agreement between SUBDIVIDER and CITY respecting the maintenance of the Property's common areas and correctly sets forth the obligations of SUBDIVIDER and CITY. There are no other understandings, terms or other agreements expressed or implied, oral or written. IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written. CITY OF CHINO HILLS, a �7al rporati n. Mayoru t -t arc�u2z City Council Approval: 3/28/2017 ATTE City lerk, ,4:5isft,'17�- APPROVED AS TO FORM: MARK D. HENSLEY, CITY ATTORNEY By: City Attorney CALATLANTIC GROUP, INC. OPERATIONAL VIC5PRESIDENT Page 10 of 9 ALL- PURPOSE CERTIFICATE OF 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 Im tQ/' yY qd \Vlo On before me, ( ere ins rt ame nd Ut a of t e or(j personally appeared who proved to me on the basis of s6hsfactory evidence to be the person(s) whose name(-&) is re subscribed to the within instrument and acknowledged to me that e she/they executed the same in is er/their authorized capacity(ies), and that by is er/their signature( 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. �':.. JESSICA MEJIA WITNESS m hand and official seal. 6 :r Commission No. 2029081 y z =`�" NOTARY PUBLIC -CALIFORNIA LOS ANGELES COUNTY My Comm. Ekes JUNE 15, 2017 NotaN Public Signature 0 (Notary Public Seal) ADDITIONAL OPTIONAL INFORMATION DESCRIPTION OF THE ATTACHED DOCUMENT _ (Title or description of attached doc ent) Wftk'('(1 D. No. yo "eq (Title or description of a ached document continued) Number of Pages Document Date CAPACITY CLAIMED BY THE SIGNER ❑ Individual (s) ❑ Corporate Officer (Title) ❑ Partner(s) ❑ Attorney -in -Fact ❑ Trustee(s) ❑ Other 2015 Version www.NotaryClasses.com 800-873-9865 INSTRUCTIONS FOR COMPLETING THIS FORM This farm complies with current California statutes regarding notary wording and, if needed. should be completed and attached to the docwnent. Acknohredgents fr•o r other states may be completedfor documents being sent to that state so long as the wording does not require the California notary to violate California notary lmv. • State and County information must be the State and County where the document signer(s) personally appeared before the notary public for acknowledgment. • Date of notarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her commission followed by a comma and then your title (notary public). • Print the name(s) of document signer(s) who personally appear at the time of notarization. • Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. lie/she/they,— is /are ) or circling the correct forms. Failure to correctly indicate this information may lead to rejection of document recording. • The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal impression smudges, re -seal if a sufficient area permits, otherwise complete a different acknowledgment form. • Signature of the notary public must match the signature on file with the office of the county clerk. Additional information is not required but could help to ensue this acknowledgment is not misused or attached to a different document. Indicate title or type of attached document, number of pages and date. Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO, Secretary). • Securely attach this document to the signed document with a staple. 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 February 28, 2017 personally appeared Sean Doyle before me, Jennifer R. Johnson, Notary Public (insert name and title of the officer) who proved to me on the basis of satisfactory evidence to be the person{'-') whose namew is/-afe subscribed to the within instrument and acknowledged to me that he/�s� executed the same in his'"�rra,Ai authorized capacity0es), and that by his/"ern signatureW on the instrument the person(&}, or the entity upon behalf of which the personH 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 \ TN--/ (Seal) 4 JENNIFER R. JOHNSON r Commission # 2053312, < Notary Public - California Z Riverside County My Comm. Ex ires Jan 22, 2010 FXHIRIT A TRACT MAP NO. 16338 All improvements marked are included: IXI Public street improvements including grading, paving, curbs, gutter, sidewalks, traffic control devices, street name signs, street lights, street landscaping, and appurtenances. IXI Private street or driveway improvements including grading, paving, curbs, gutters, sidewalks, traffic control devices, street name signs, street lighting, landscaping, and appurtenances. o Public sanitary sewers including mains, laterals, and appurtenances. 0 Private sanitary sewers including mains, laterals, and appurtenances. IXI Domestic water supply system, including mains, service laterals, fire hydrants, and appurtenances. ❑ Natural gas supply system including mains, service laterals, and appurtenances. ❑ Electric power distribution system including vaults, conduits, cables, conductors, service laterals, transformers, and appurtenances. ❑ Telephone system including vaults, conduits, cables, conductors, service laterals, and appurtenances. ❑ Cable television system, including vaults, conduits, cables, conductors, service laterals, and appurtenances. o Public storm drains including channels, pipes, inlets, culverts, and appurtenances. o Private storm drains including swales, channels, pipes, inlets, and appurtenances. ❑ Mailboxes. o Lot grading including land clearing, earth moving compaction, import or export of soil, and appurtenances. o Walls including retaining walls, perimeter walls, and appurtenances. o Off-street landscaping including trees, bushes, shrubs, turf, irrigation system, and appurtenances. o Other: CFD Maintained Parking Lot, HOA Maintained Landscaping, Streetscape and Trail. A2017-116 AGREEMENT REGARDING PHASE 2 INTERIM BASIN IMPROVEMENTS AND ISSUANCE OF PERMITS This Agreement Regarding Phase 2 Interim Basin Improvements and Issuance of Permits (the "Agreement") is made and entered into by and among the City of Chino Hills, a municipal corporation ("City") and CalAtlantic Group, Inc., a Delaware corporation ("Developer"). City and Developer are referred to hereinafter individually as "Party" and collectively as "Parties." This Agreement is made on May 23, 2017 (the "Effective Date") with reference to the following facts: RECITALS A. Developer is the master developer of certain real property located in the City consisting of approximately three hundred and thirty-six (336) acres, depicted on Final Tract Map Nos. 15989 and 16413 and Tentative Tract Map Nos. 16338 and 16414 (collectively "Tract Maps"), known as "Vila Borba". Developer is the owner of certain real property consisting of approximately 4.55 acres located within Final Tract Map No. 16413, as more particularly described in Exhibit A, attached hereto and incorporated herein by this reference (the "Property") as well as Lot 6 of Tract Map No. 15710 ("Lot 6" B. Project condition of approval No. 71 provides as follows: "Any post - development storm flows to be discharged into adjacent properties or into any city or county maintained storm drain system shall not exceed 100% of the unbulked undeveloped flows..."; project condition of approval No. 72 provides as follows: "The storm water detention facilities for the entire Villa Borba project are provided by one large offsite existing detention basin (located on adjacent City property). The detention basin improvements, unless the City Engineer approves other temporary detention facilities, shall be constructed with the commencement of site improvements of Tract No. 15989, 16338, 16413, or 16414;" and project condition of approval No. 73 provides as follows: "Storm drain systems shall be designed to convey 100 -year storm flows off the project site in a manner approved by the City Engineer." C. Developer currently proposes four phases of detention basin systems to ensure that the pre- and post -development hydrologic conditions for Tract No's. 15989, 16338, 16413, 16414 are properly addressed such that each tract's drainage will be adequately addressed as each tract is developed: (1) A graded interim detention basin in the westerly portion of Tentative Tract Map No. 16414 ("Phase 1") which is already constructed and operational; (2) Two graded detention basins, (a) one located on both the northeasterly area of open space Lot 6 of Tract No. 15710 and the westerly portion of Tract Map No. 16413, connected with piping and including two inlets known as IX 1 and IX3 (the "Temporary 15710/16413 Basin"), (b) one in the easterly portion of Tentative Tract Map No. 16414. and (c) disconnection of Phase 1 improvements from the storm drain system (collectively, "Phase 2"); (3) Either (1) use of two facilities: (a) the detention basin in the easterly portion of Tentative Tract Map No. 16414 constructed as part of Phase 2, and (b) use of the City's existing reinforced concrete box culvert ("RCB") generally located southwest of Tentative Tract Map No. 16338, in Lot H of Tract No. 13880-1, west of Butterfield Ranch Road, with installation of a temporary drainage restrictor wall placed at the entrance to the City's RCB, or (2) such other interim measures approved by City in its reasonable discretion to satisfy the project conditions of approval related to pre vs. post drainage conditions and conveyance of 100 -year storm flows, as set forth above (collectively, "Phase Y); and (4) Improvements to the City's RCB, possibly including, but not limited to, an expanded concrete apron, drainage restriction steel doors, secondary storm drainage improvements, a paved access road, and a retaining wall and drainage ditches, or such other measures approved by City in its reasonable discretion to satisfy the project conditions of approval related to pre vs. post drainage conditions and conveyance of 100 - year storm flows, as set forth above ("Phase 4"). D. Phases 1 through 4 are further described and depicted in Exhibit B, attached hereto and incorporated herein by this reference. Phase 1 was previously approved by the City and is operational. Phase 2 Detention Basin Grading Plan, hydrology and hydraulics plans were approved by the City on or around April 26, 2017. The City has not approved and this Agreement is not intended to authorize construction of Phase 3 or Phase 4, which are conceptual in nature. If Phase 4 is approved by the City and all other applicable governmental agencies, the Parties acknowledge that Developer may proceed with Phase 4 without constructing Phase 3 in Developer's discretion. E. As set forth below, the Parties agree that the City may withhold precise grade and building permits for Tract No. 16338 until installation of Phase 2, precise grade and building permits for Tract No. 16413 until installation of either Phase 3 or 4 (whichever occurs first), and withhold precise grade and building permits for Tract No. 16414 until installation of Phase 4. F. The Phase 2 improvements include installation of the Temporary 15710/16413 Basin on property owned by Developer and located on and adjacent to the Property. A portion of the Temporary 15710/16413 Basin property will be used in the future as a fuel modification zone for homes to be located within the Property (Final Tract Map No. 16413). The Temporary 15710/16413 Basin will be removed prior to or concurrently with construction of homes within the Property. G. On April 25, 2006, the City Council certified Environmental Impact Report SCH# 2004081134 (the "EIR") and approved entitlements to develop "Vila Borba" with 631 total residential units and a commercial component (the "Project"). In 2014, Developer 2 submitted applications to remove the 5 -acre commercial component from the Project and to develop an additional 68 townhomes and 94 detached condominiums, which applications are currently under City review. No substantial changes have been made in the Project, there are no substantial changes in the circumstances under which the Project is being undertaken and no new information of substantial importance to the Project which was not known and could not have been known when the EIR was certified has become known that shows new significant effects, substantially more severe significant effects or mitigation measures or alternatives that should be considered. Therefore, no further environmental review is required. AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows: 1. Recitals. The Recitals set forth above are true and correct and incorporated herein by reference. 2. Issuance of Permits. Developer understands and agrees that the City will withhold precise grade and building permits for Tract No. 16338 in its reasonable discretion until installation of Phase 2 is complete, as determined by the City in its reasonable discretion. Developer understands and agrees that the City will withhold precise grade and building permits for Tract No. 16413 in its reasonable discretion until installation of either Phase 3 or Phase 4, whichever occurs first, is complete, as such completion is determined by City in its reasonable discretion. Developer must remove the Temporary 15710/16413 Basin (excluding the small areas of detention on Tract No. 16413 located adjacent to the Property) prior to or concurrently with construction of homes within Tract No. 16413, and Developer understands and agrees that such basin removal must be completed prior to any building permit on Tract No. 16413 being finalized for occupancy. Developer understands and agrees that the City will withhold precise grade and building permits for Tract No. 16414 in its reasonable discretion until installation of Phase 4 is complete, as determined by City in its reasonable discretion. Developer may prepare and execute a Notice(s) of Completion as to the Phase 2, Phase 3 and/or Phase 4 improvements and record said notice(s) with the Official Records of San Bernardino, California, after City has concurred that such improvements are complete, as determined by the City in its reasonable discretion. 3. Maintenance of Phase 2. Developer shall maintain Phase 2 improvements, such as removing sediment as needed, such that both basins function as designed until either (1) installation of Phase 3 improvements are completed, as determined by City in its reasonable discretion (which shall not be constructed until the Phase 3 Interim Detention Basin Maintenance Agreement currently being negotiated is entered into by the City and Developer and recorded), or (2) Phase 4 improvements are completed, as determined by the City in its reasonable discretion. City shall have the right, but not the obligation, after thirty (30) days' written notice and an opportunity to cure are provided to Developer, to 3 enter upon, inspect and perform any necessary maintenance to the Phase 2 improvements if Developer fails to comply with this duty. Notwithstanding the above, if there are urgent conditions that might cause flooding on Tract Map No. 16338 or otherwise threaten the health and safety of the public, the City may enter the property on which the Phase 2 improvements are located, to inspect and maintain such improvements, with 24 hours written notice to Developer and opportunity to cure. Reasonable costs for such maintenance shall be paid by Developer within 30 days of an invoice being provided to Developer and if not paid, Developer agrees that the City may file a lien against the Property. 4. Memorandum of Agreement. To provide notice to future Property owners of the existence of the Phase 2 and Phase 3 improvements, as well as the City's ability to withhold permits as set forth above, the Parties shall acknowledge and execute the Memorandum of Agreement ("Memorandum") set forth in Exhibit C, attached hereto and incorporated herein by reference. The Parties shall cooperate in good faith to record the Memorandum in the Official Records of San Bernardino, California following execution of this Agreement. Upon installation of either the Phase 3 or Phase 4 improvements, whichever occurs first as evidenced by a Notice of Completion, the Memorandum shall automatically terminate and be of no further force and effect, and the Parties shall cooperate in good faith to remove the Memorandum as an encumbrance against title to the Property, including, but not limited to, promptly executing, acknowledging and delivering for recordation any documents that may be reasonably necessary or convenient to remove the Memorandum as an encumbrance against title. Notwithstanding the foregoing, this Agreement shall remain in full force and effect following termination of the Memorandum, as set forth in Section 4 below. 5. Term. This Agreement shall remain in full force and effect until the installation of the Phase 4 improvements are complete, as determined by the City in its reasonable discretion, as they may be further defined and approved by the Parties in their reasonable discretion, or earlier termination as agreed to by the Parties in writing. 6. Mutual Indemnification. Developer and the City agree to indemnify, defend, with counsel reasonably acceptable to the other Party, and hold each other harmless from all loss and liability for injury or damage, actual or alleged, to persons or property arising out of or resulting from their respective negligent or wrongful acts or omissions in the performance of this Agreement, and in particular any failure to maintain Phase 2 improvements as required by Section 3 of this Agreement. In the event of third -party loss caused by the negligence, wrongful act or omission of both Parties, each Party shall bear financial responsibility in proportion to its percentage of fault as may be mutually agreed or judicially determined., 7. Attorneys' Fees. In the event of the bringing of any action or suit by either Party against the other in connection with this Agreement, including but not limited to an alleged uncured material breach of this Agreement, the prevailing Party shall be entitled to have and recover of and from the other Party all costs and expenses of the action or 4 suit including, without limitation, actual attorneys' fees and other professional fees (including expert witness fees) and costs resulting therefrom. 8. Assignment. Developer shall have the right to transfer or assign this Agreement, and all rights, duties and obligations hereunder, to a successor in interest at any time. Such assignment shall be accomplished via an assignment and assumption agreement subject to the City's approval of such assignment and assumption agreement which shall not be unreasonably withheld, conditioned or delayed. Developer shall provide notice to the City of any assignment of this Agreement, along with a copy of the assignment and assumption agreement, within ten (10) business days of such transfer or assignment and shall be released from all of its obligations under this Agreement from the effective date of the assignment. 9. Time of Essence. Time is of the essence in this Agreement. 10. No Third Party Beneficiaries. This Agreement is made and entered into for the sole benefit of the Parties and their successors and assigns. No other person shall have any right of action based upon any provision of this Agreement. 11. Cooperation Between City and Developer. City and Developer shall use their best efforts to cooperate with each other and shall take such additional actions or sign and deliver any additional documents as may be reasonably necessary to carry out the purpose and intent of this Agreement. 12. Rules of Construction. The captions and headings of the various sections and subsections of this Agreement are for convenience of reference only, and they shall not constitute a part of this Agreement for any other purpose or affect interpretation of the Agreement. Should any provision of this Agreement be found to be in conflict with any provision of the Project approvals or the subsequent approvals, the provisions of this Agreement shall prevail. The language in all parts of this Agreement shall in all cases be construed simply, as a whole and in accordance with its fair meaning and not strictly for or against any Party. The Parties hereto acknowledge and agree that this Agreement has been prepared jointly by the Parties and has been the subject of arm's length and careful negotiation over a considerable period of time, that each Party has independently reviewed this Agreement with legal counsel, and that each Party has the requisite experience and sophistication to understand, interpret and agree to the particular language of the provisions hereof. Accordingly, in the event of an ambiguity in or dispute regarding the interpretation of this Agreement, this Agreement shall not be interpreted or construed against the Party preparing it, and instead other rules of interpretation and construction shall be utilized. 13. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which constitute one and the same instrument. 14. Authority. The Parties hereby represent and warrant that the representatives who execute this Agreement have the authority and are duly authorized to execute this Agreement on behalf of the Parties. IN WITNESS WHEREOF, Developer and the City have executed this Agreement as of the Effective Date. City of Chino Hills By: Mayor Attest ity Clerk, /}ssis}av4— Approved as to form City Attorney CalAtlantic Group, Inc. By: XL — Seams nOL�1'e. Its: OPERATIONAL 4CE PRESIDENT By:✓ 2 Its: OPERATIONAL VICE PRESIDENT 0 ALL- PURPOSE CERTIFICATE OF 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 �� ut�SaQk &o } �(� On ,V\NA 2`��ZO\� before me, C�eW�C(� U \d I �� M\� , ( ere inse ameami tate oft e o ce personally appeared Ii_ Qfq_ , who proved to me on the basis o atisfactory evidence to be the person(s) whose name(-) is re subscribed to the within instrument and acknowledged to me that (she/they executed the same in Is er/their authorized capacity(ies), and that by Is er/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(a) 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. JESSICA MEJIA WITNESS my hand and official seal. ;�. v_ Commission No. 2029081 Az_ NOTARY PUBLIC -CALIFORNIA LOS ANGELES COUNTY My Comm. ExpWos JUNE 15, 2017 Notaky Public Signature (Notary Public Seal) ADDITIONAL OPTIONAL INFORMATION DESCRIPTION OF THE ATTACHED DOCUMENT kCwt k'k-Ch� 0W\ Nat '(`(�c muk"W(Tiflellor description of attached document) bw \MN16� (Title or description dfattached document continued) Q-Pi�rni.1� Number of Pages Document Date CAPACITY CLAIMED BY THE SIGNER ❑ Individual (s) ❑ Corporate Officer (Title) ❑ Partner(s) ❑ Attorney -in -Fact ❑ Trustee(s) ❑ Other 2015 Version www.NotaryClasses.com 800-873-9865 INSTRUCTIONS FOR COMPLETING THIS FORM This form complies with current California statutes regarding notary hording and, if needed. should be completed and attached to the document. Acknobredgents from other states may be completed for documents being sent to that stale so long as the wording does not require the California notary to violate Califonua notary Imr. • State and County information must be the State and County where the document signer(s) personally appeared before the notary public for acknowledgment. • Date of notarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her commission followed by a comma and then your title (notary public). • Print the name(s) of document signer(s) who personally appear at the time of notarization. • Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. he/she/theme is /are ) or circling the correct forms. Failure to correctly indicate this information may lead to rejection of document recording. • The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal impression smudges, re -seal if a sufficient area permits, otherwise complete a different acknowledgment form. • Signature of the notary public must match the signature on file with the office of the county clerk. Additional information is not required but could help to ensure this acknowledgment is not misused or attached to a different document. Indicate title or type of attached document, number of pages and date. Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO, Secretary). • Securely attach this document to the signed document with a staple. 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 May 23, 2017 before me, Jennifer R. Johnson, Notary Public (insert name and title of the officer) personally appeared Sean Doyle 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 I�t/they executed the same in UWkw/their authorized capacity(ies), and that by �et-/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 \. \( U (Seal) .� �••<� �� '*may . '�-�„ �=,; JENNIFER H JOHNSON jt Commission # 2053312 15 =� �J Notary Public - California Ril ierside County My Gomm. Expires Jan 22, 2018 Exhibit A [Property Legal Description] EXHIBIT "A" LEGAL DESCRIPTION DEVELOPER PROPERTY LOTS 1 THROUGH 19, INCLUSIVE, OF TRACT NO. 16413, IN THE CITY OF CHINO HILLS, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS SHOWN ON MAP FILED IN BOOK 346, PAGES 29 THROUGH 34, INCLUSIVE, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. SAID LOTS 1 THROUGH 19, INCLUSIVE, CONTAINS: 198,517 SQUARE FEET OR 4.55 ACRES, MORE OR LESS PREPARED UNDER THE SUPERVISION OF: JOSEPH PADILLA, P.L.S. 7557 DATE PAGE 1 OF 1 G:\825\04\legals\EXH A 16413 - MAINT AGREEMENT.doc tA�vo s J� L5 7557 I*. J'; EXP. 12/31/17 v OQ G F CA \-\F Exhibit B [Phases 1 through 4 to be inserted] C) Z U Qm m� ZZ O O (nV)V)(n U U U U C14 O,I- LO rnP-)4 Ln r OZ) 7 UZ ° W = L]cn W Z O m O O Z LLJ wCD O > L'i � � Z Z Z O l wC:, �Q af¢ co z O'OULi ci W O O C) Z U Qm m� ZZ O O (nV)V)(n U U U U C14 O,I- LO rnP-)4 Ln r OZ) 7 UZ ° W = L]cn W Z O m O O Z LLJ wCD O > L'i � � Z Z Z O l wC:, �Q af¢ O'OULi ci W O O <g� o000 m O_i C3 0 C3 C3 Q,- LUMEM � CL O $LL O auw W J�u) W�w e E m..o z z Ei K pD Q z r' m Q 2 N I— T, 4 r W i \�\F�� co co 0 a \\�III�1 1 C7 ¢r w. \\ \\ _ W w �j ��tt i t Ii O ~--I i� I o C (�� U) H Zo D W `\ i ,A \ } off*;',S ,�10, ad LJJco �r LL J O ox oo CO L) i U2 OZ ®� � � ILII►,: �����,:�'�'� ����,y� V � W 7 UZ ° Z = `JJE Pil r z — W i \�\F�� co co 0 a \\�III�1 1 C7 ¢r w. \\ \\ _ W w �j ��tt i t Ii O ~--I i� I o C (�� U) H Zo D W `\ i ,A \ } off*;',S ,�10, ad LJJco �r LL J O ox oo CO L) i U2 OZ ®� � � ILII►,: �����,:�'�'� ����,y� ft (N ma m N- Exhibit C [Memorandum of Agreement] Recording Requested By And When Recorded Return to: CITY CLERK CITY OF CHINO HILLS 14000 City Center Drive Chino Hills, CA 91709 EXHIBIT "C" EXEMPT FROM RECORDER'S FEES Pursuant to Government Code § 6103 A2017-116 MEMORANDUM OF AGREEMENT This Memorandum of Agreement (this "Memorandum") is made as of�1�13, 2017, by and among the City of Chino Hills, a municipal corporation ("City") and CalAtlantic Group, Inc., a Delaware corporation ("Developer"). City and Developer are referred to hereinafter individually as "Party" and collectively as "Parties." RECITALS A. Developer is the master developer of certain real property located in the City consisting of approximately three hundred and thirty-six (336) acres, depicted on Final Tract Map Nos. 15989 and 16413 and Tentative Tract Map Nos. 16338 and 16414 (collectively "Tract Maps"), known as "Vila Borba." Developer is the owner of certain real property consisting of approximately 4.55 acres located within Final Tract Map No. 16413, as more particularly described in Exhibit A, attached hereto and incorporated herein by this reference (the "Property"). B. The Parties have entered into that certain Agreement Regarding Phase 2 Interim Basin Improvements and Issuance of Permits (the "Agreement"), dated May 23, 2017. All terms not otherwise defined herein shall have the meanings given them in the Agreement. C. The Agreement describes four possible phases of detention basin system improvements, and the City's ability to withhold precise grade and building permits for the Tract Maps if the improvements are not installed, as set forth further in the Agreement. D. The Agreement also acknowledges that the Phase 2 improvements include installation of the Temporary 15710/16413 Basin on property owned by Developer and located adjacent to and on the Property and the requirement that Developer maintain such Temporary 15710/16413 Basin until either Phase 3 or Phase 4 improvements are completed, and that the City may come onto the property to inspect and maintain such improvements, and such maintenance costs may be charged to the Developer. A portion of the Temporary 15710/16413 Basin property will be used in the future as a fuel modification zone for homes to be located within the Property (Final Tract Map No. 4 16413). The Temporary 15710/16413 Basin will be removed prior to or concurrently with construction of homes within the Property. E. The Parties desire to execute this Memorandum and cause the same to be recorded in the Official Records of San Bernardino, California for the purpose of memorializing and providing notice of the existence of the Agreement and the general terms of the Agreement, which by this reference are incorporated into this Memorandum as though fully set forth herein. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby acknowledge and agree as follows: 1. The sole purpose of this Memorandum is to provide notice of the Agreement and the rights and obligations thereunder to successors and assigns to the Property. This Memorandum in no way modifies the provisions of the Agreement. 2. Upon installation of the Phase 3 or Phase 4 improvements, whichever occurs first as evidenced by a Notice of Completion, this Memorandum shall automatically terminate and be of no further force and effect. The Parties will promptly execute, acknowledge and deliver for recordation any documents that may be reasonably necessary or convenient to remove this Memorandum as an encumbrance against title to the Property. IN WITNESS WHEREOF, the Parties have executed this Memorandum as of the date first above written. City of Chino Hills By: Mayr Attest J ity Clerk i¢ssrs�a-7 - Approved as to fo 'Z-'-'7 (".) I/' - City Attorney CalAtlantic G 5 BY ,v l o-lAvak A. b/,se, Its: O RATIONAL VICE PRESIDENT ALL- PURPOSE CERTIFICATE OF 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 Sah Q QA&aG(1►��0 On before me, m6iq MA-o'�1y1 (" (Here ins rt ame ana title o�oTiicer personally appeared A'1_ who proved to me on the basis bif satisfactory evidence to be the person(s) whose name(-&) is re subscribed to the within instrument and acknowledged to me that the/they executed the same in is er/their authorized capacity(ies), and that by is er/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. T;+^•;,,�. JESSICA MEJIA WITNESS my hand and official seal. .- Commission No. 2029081 z V = �'` NOTARY PUBLIC -CALIFORNIA 0 LOS ANGELES COUNTY My Comm. Expires JUNE 15, 2017 MIA N ar Public Signatu (Notary Public Seal) ADDITIONAL OPTIONAL INFORMATION DESCRIPTION OF THE ATTACHED DOCUMENT `Mvffi-;� Ret(0%y"- 0� mw �_ (Title or description of attached document) W&Iftff) �W UiU'0� NNAo A'Ab 4 (Title or description of attached dobument continued) WA "A Number of Pages Document Date CAPACITY CLAIMED BY THE SIGNER ❑ Individual (s) ❑ Corporate Officer (Title) ❑ Partner(s) ❑ Attorney -in -Fact ❑ Trustee(s) ❑ Other 2015 Version www.NotaryC]asses.com 800-873-9865 INSTRUCTIONS FOR COMPLETING THIS FORM This form complies with current California statutes regarding notary wording and, if needed. should be completed and attached to the docmnent. Acknolhredgents fi•an other states may be completed for documents being sent to that state so long as the hording does not require the California notmy to violate California notary lm,. • State and County information must be the State and County where the document signer(s) personally appeared before the notary public for acknowledgment. • Date of notarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her commission followed by a comma and then your title (notary public). • Print the name(s) of document signer(s) who personally appear at the time of notarization. • Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. 1}e/she/t4ey, is /are ) or circling the correct forms. Failure to correctly indicate this information may lead to rejection of document recording. • The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal impression smudges, re -seal if a sufficient area pennits, otherwise complete a different acknowledgment form. • Signature of the notary public must match the signature on file with the office of the county clerk. Additional information is not required but could help to ensure this acknowledgment is not misused or attached to a different document. Indicate title or type of attached document, number of pages and date. Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO, Secretary). • Securely attach this document to the signed document with a staple 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 May 23, 2017 before me, Jennifer R. Johnson, Notary Public (insert name and title of the officer) personally appeared Sean Doyle and Joshua A. Gause who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)Aa/are subscribed to the within instrument and acknowledged to me that/they executed the same in 4i -c asr/their authorized capacity(ies), and that by "44w/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 �_ N N) (Seal) ti JENNIFER R. JOHNSON Commission # 2053312 aC ? o! Notary Public o California L Riverside County My Comm, Ex fres Jan 2.2, 2018