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HomeMy WebLinkAboutContracts & Agreements_148-2017 Electronically Recorded in Official Records,County of San Bernardino 7/1112017 RECORDING REQUESTED BY 11 47 AM BOB DUTTON CA CITY OFDED MD1, ASSESSOR RECORDER CLERK AND WHEN RECORAL DO O 367 City of Redlands Clerk NAME CITY CLERK STREET CITY OF REDLANDS Doc# 2017-0280509 Titles 1 Pages 17 ADDRESS P O BOX 3005 Fees 00 CITY STATE&REDLANDS, CA 92373 Taxes 00 ZIP CODE otllef 00 PAID 00 rEES NO REQUIRED PER GOVERNMENT CODE SPACE ABOVE FOR RECORDER'S USE ONLY SECTION 61.03 SUBDIVISION IMPROVEMENT AGREEMENT Title of Document E { THIS COVER SHEET ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION ($3 00 Additional Recording Fee Applies) RECORDING REQUESTED BY MUNICIPAL UTILITIES AND ENGINEERING DEPARTMENT CITY OF REDLANDS WHEN RECORDED RETURN TO CITY CLERK'S OFFICE CITY OF REDLANDS P O BOX 3005 REDLANDS,CA 92373 (THIS SPACF FOR RFCORDER'S USE ONL,Y) FEES NOT REQUIRED PER GOVERNMENT CODE SECTION 6103 CITY OF REDLANDS SUBDIVISION IMPROVEMENT AGREEMENT THIS AGREEMENT is made this 5th day of July, 2017 ("Effective Date`), by and between the City of Redlands, a municipal corporation, hereinafter referred to as "City," and Redlands Pennsylvania, LLC, a Delaware limited Liability company, hereinafter referred to as "Subdivider." City and Subdivider are sometimes individually referred to herein as a "Party" and,together, as the "Parties " RECITALS WHEREAS, Subdivider is the owner or authorized developer of property located in the City of Redlands known as Tract No 19975 (the "Subdivision") for which Subdivider is obligated to construct certain improvements (the "Improvements") as a condition of approval of the Subdivision, and WHEREAS, City desires to ensure that the Improvements will be constructed in a good and workmanlike manner and in accordance with City laws, and WHEREAS, Subdivider acknowledges that it is familiar with the provisions of the Redlands Municipal Code and the State Subdivision Map Act (Government Code sections 66410 et seq )and agrees to comply therewith, and WHEREAS, a final map for the Subdivision has been prepared pursuant to the Redlands Municipal Code and the State Subdivision Map Act, and has been filed by Subdivider for consideration by City, 1 I\ca\djm\Agreements\SIA Tract 19975 doe NOW, THEREFORE, in consideration of the approval and acceptance by the City Council of City of the final map for the Subdivision, and the mutual promises contained herein, the Parties agree as follows AGREEMENT 1 Definition and Ownership of Improvements The Improvements include but are not limited to the grading, paving, construction of curbs and gutters, storm drains and sanitary sewers, water lines, utilities, street lights and all appurtenant facilities associated with the Subdivision that are shown in the plans, profiles and specifications that have been prepared by Subdivider and approved by City, and which are described in Exhibit "A " All Improvements constructed or installed pursuant to this Agreement shall become the property of City, without payment therefor, upon acceptance of those Improvements by City 2 Time for Completion Construction of the Improvements shall be completed within twelve (12) months from the Effective Date of this Agreement In the event Subdivider fails to complete construction of the Improvements within that time period, City may require Subdivider's surety to complete the Improvements, or City may complete construction of the Improvements and recoup its expenses for such work from Subdivider, or Subdivider's surety, as hereafter provided 3 Subdivider's Oblizations to Construct Improvements Subdivider shall a Complete the Improvements, at Subdivider's expense, in conformance with approved Improvement plans, provided, however, that the Improvements shall not be deemed to be completed until accepted by City as provided in Section 18 hereof b Furnish at Subdivider's expense the necessary materials, provisions and other supplies or equipment used for the Improvements, and a payment bond with respect to such work or labor as required by Civil Code Section 9550, for the completion of the Improvements in conformity with the Improvement plans c Acquire and dedicate all rights-of-way, easements, and other interests in real property for construction and installation of the Improvements, or pay the cost of acquisition incurred by City All rights-of-way, easements and other interests in real property shall be free and clear of liens and encumbrances Subdivider's obligations with regard to acquisition by City of off-site rights-of-way, easements and other interests in real property shall be subject to a separate agreement between Subdivider and City Subdivider shall also be responsible for obtaining any public or private sanitary sewer, drainage, and/or utility easements or authorization to accommodate the Subdivision d Commence construction of the Improvements by the time established in Section 25 of this Agreement and complete the Improvements as required by Section 2, above, unless a time extension is granted by City 2 1\ca\dIm\Agreements\SIA Tract 19975 doc e Install all Improvement monuments required by law prior to acceptance of the Improvements by City Individual property monuments shall be installed within one (1) year of such acceptance f Install street name signs conforming to City standards Permanent street name signs shall be installed before acceptance of the Improvements by City 4 Acouisition and Dedication of Proaertv If any of the Improvements contemplated by this Agreement are to be constructed or installed on property not owned by City or Subdivider, no construction or installation shall be commenced before a The offer of dedication to City of appropriate rights-of-way, easements or other interests in real property, and appropriate authorization from property owner to allow construction or installation of the Improvements, or b The dedication to, and acceptance by, City of appropriate rights-of-way easements or other interests in real property, as determined by the Municipal Utilities and Engineering Director, or c The issuance by a court of competent jurisdiction pursuant to the State Eminent Domain Law of an order of possession Subdivider shall comply in all respects with the order of possession Nothing in this Section shall be construed as authorizing or granting an extension of time to Subdivider 5 Security Subdivider shall at all times guarantee Subdivider's performance by furnishing to City and maintaining good and sufficient security as required by the Subdivision laws in accordance with Sections 66499 through 66499 10 of the Government Code, on forms approved by City for the purposes and in the amounts as follows a To assure faithful performance of the Agreement in regard to the Improvements in an amount of 100% of the estimated cost of the Improvements, and b To secure payment to any contractor, subcontractor, person renting equipment, or furnishing labor and materials for the Improvements, a bond in the amount of 50% of the estimated cost of the Improvements, and c To guarantee or warranty the Improvements for a period of one (1) year following acceptance thereof by City against any defective work or labor done or defective materials furnished in the additional amount of 10% of the estimate cost of the Improvements, and d Good and sufficient security in the amount of 100% of the estimated cost of setting subdivision monuments 3 I\ca\djmWgreements\SIA Tract 19975 doc e Additional security as required by the applicable provisions of the Redlands Municipal Code The securities required by this Agreement shall be kept on file with the City Clerk The terms of the security documents referenced in this Agreement are hereby incorporated into this Agreement If any security is replaced by another approved security, the replacement shall (1) comply with all the requirements for security in this Agreement, (2) be provided to the City Engineer to be filed with the City Clerk, and upon filing (3) be deemed to have been made a part of and incorporated into this Agreement Upon provision of a replacement security with the City Engineer and filing of a replacement security with the City Clerk, the former security may be released 6. Alterations to Improvement Plans a Any changes, alterations or additions to the Improvement plans, not exceeding 10% of the original estimated cost of the Improvements, which are mutually agreed upon by City and Subdivider shall not relieve the Improvement security given for faithful performance of this Agreement In the event such changes, alterations or additions exceed 10% of the original estimated cost of the Improvements, Subdivider shall provide Improvement security for faithful performance as required by Section 5 of this Agreement for 100% of the total estimated cost of the Improvement as changed, altered or amended, less any completed partial releases allowed by Section 8 of this Agreement b Subdivider shall construct the Improvements in accordance with City standards in effect at the time of the Effective Date of this Agreement City reserves the right to modify the standards applicable to the Subdivision and this Agreement when necessary to protect the public safety or welfare or comply with applicable Federal or State law or City ordinances If Subdivider requests and is granted an extension of time for completion of the Improvements, City may apply the standards in effect at the time of the extension 7 Inspection Subdivider shall at all times maintain proper facilities and safe access for inspection of the Improvements by City inspectors and to the shops wherein any work is in preparation Upon completion of the Improvements, Subdivider may request a final inspection by the City Engineer or the City Engineer's authorized representative If the City Engineer, or the City's designated representative, determines that the work has been completed in accordance with this Agreement, then the designated representative shall certify the completion of the public Improvements to the Municipal Utilities and Engineering Director/City Engineer No Improvements shall be finally accepted unless all aspects of work have been inspected and completed in accordance with the Improvement plans When applicable law requires an inspection to be made by City at a particular stage of the work of constructing and installing such Improvements, City shall be given timely notice of Subdivider's readiness for such inspection and Subdivider shall not proceed with additional work until the inspection has been made and the work approved Subdivider shall bear all costs of inspection and certification No Improvements shall be deemed completed until acceptance by City 4 I\ca\djm\Agreements\SIA Tract 19975 doc 8 Release of Securities The securities required by this Agreement shall be released as follows a Security given for faithful performance of any act, obligation, work or agreement shall be released upon the final completion and acceptance of the act or work, subject to the provisions of subsection b hereof b City may release a portion of the security given for faithful performance of the Improvement work as the work progresses upon application therefor by Subdivider, provided, however, that no such release shall be for an amount less than 25% of the total Improvement security given for faithful performance of the Improvement work and that the security shall not be reduced to an amount less than 50% of the total Improvement security given for faithful performance until final completion and acceptance of the Improvements In no event shall the City Engineer authorize a release of the Improvement security which would reduce the security to an amount below 125% of that required to guarantee completion for the Improvement work and any other obligation imposed by this Agreement c Security given to secure payment to any contractor, subcontractors and to persons furnishing labor, materials or equipment shall, at six (6) months after the completion and acceptance of the work, be reduced to an amount equal to no less than 125% of the total claimed by all claimants for whom liens have been filed and of which notice has been given to City, plus an amount reasonably determined by City to be required to assure the performance of any other obligations secured by the security The balance of the security shall be released upon the settlement of all claims and obligations for which the security was given d No security given for the guarantee or warranty for work shall be released until the expiration of the warranty period and until any claims filed during the warranty period have been settled As provided in Paragraph 12, the warranty period shall not commence until final acceptance of all the work and Improvements by City e City may retain from any security released, an amount to sufficiently cover costs and reasonable expenses and fees, including reasonable attorneys' fees 9 Iniury to Improvements, Public Provertv or Public Utilities' Facilities 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 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 City or any public or private utility corporation or by any combination of such owners Any repair or replacement shall be to the satisfaction, and subject to the approval, of the City Engineer 5 I\ca\djm\Agreements\SIA Tract 19975.doc b Furthermore, until such time as the Improvements are accepted by City, Subdivider shall be responsible for, and bear the risk of loss to, the Improvements Until all Improvements required by this Agreement are fully completed and accepted by City, Subdivider shall be responsible for the care and maintenance of, and any damage to, such Improvements City shall not, nor shall any officer or employee thereof, be liable to or responsible for any accident, loss or damage, regardless of cause, happening or occurring to the Improvements required by this Agreement prior to the completion and acceptance of the Improvements All such risks shall be the responsibility of and are hereby assumed by Subdivider 10 Permits Subdivider shall, at Subdivider's expense, obtain all necessary permits and licenses for the construction and installation of the Improvements, and give all necessary notices and pay all fees and taxes required by law 11 Default of Subdivider a Default of Subdivider shall include, but not be limited to (1) Subdivider's failure to timely commence construction of the Improvements, (2) Subdivider's failure to timely complete construction of the Improvements, (3) Subdivider's failure to timely cure any defect in the Improvements, (4) Subdivider's failure to perform substantial construction work for a period of twenty(20) calendar days after commencement of the work, (5) Subdivider's insolvency, appointment of a receiver, or the filing of any petition in bankruptcy, either voluntary or involuntary, which Subdivider fails to discharge within thirty(30) days, (6) The commencement of a foreclosure action against the subdivision or a portion thereof, or any conveyance in lieu or in avoidance of foreclosure, or (7) Subdivider's failure to perform any other obligation under this Agreement b City reserves to itself all remedies available to it at law or in equity for breach of Subdivider's obligations under this Agreement City shall have the right, subject to this Section, to draw upon or utilize the appropriate security to mitigate City's damages in the event of default by Subdivider The right of City to draw upon or utilize the security is additional to and not in lieu of any other remedy available to City 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, City's damages for Subdivider's default shall be measured by the cost of completing the required Improvements The sums provided by the Improvements security may be used by City for the completion of the Improvements in accordance with the Improvement plans contained herein c In the event of Subdivider's default under this Agreement, Subdivider authorizes City to perform such obligation twenty (20) days after mailing written notice of default to Subdivider and Subdivider's surety, and agrees to pay the entire cost of such performance by 6 I\ca\djm\Agreements\SIA Tract 19975.doc City City may take over the work and prosecute the same to completion, by contract or by any other method City may deem advisable, for the account and at the expense of Subdivider, and Subdivider's surety shall be liable to City for any excess cost of damages occasioned City thereby In such event, City, without liability for so doing, may take possession of, and utilize in completing the work, such materials, appliances, plants and other property belonging to Subdivider as may be on the site of the work and necessary for performance of the work d Failure of Subdivider to comply with the terms of this Agreement shall constitute consent to the filing by City of a notice of violation against all the lots in the Subdivision, or to rescind the approval or otherwise revert the Subdivision to acreage The remedy provided by this subsection is in addition to, and not in lieu of, other remedies available to City Subdivider agrees that the choice of remedy or remedies for Subdivider's breach shall be in the discretion of City e In the event that Subdivider fails to perform any obligation hereunder, Subdivider agrees to pay all costs and expenses incurred by City in securing performance of such obligations, including but not limited to fees and charges of architects, engineers, attorneys and other professionals, and court costs f The failure of City 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 12 Warrantv Subdivider shall guarantee or warrant the Improvements undertaken pursuant to this Agreement for a period of one (1) year after acceptance of the Subdivision by City against any defective work or labor done or defective materials furnished If within the warranty period any work or Improvement, or part of any work or Improvement done, furnished, installed or constructed by Subdivider fails to fulfill any of the requirements of this Agreement or the Improvement plans or specifications referred to herein, Subdivider shall without delay and without cost to City repair or replace or reconstruct any defective or otherwise unsatisfactory part or parts of the work or structure Should Subdivider fail to act promptly in accordance with this requirement, Subdivider hereby authorizes City, at City's option to perform the work twenty (20) days after mailing written notice of default to Subdivider and to Subdivider's surety, and agrees to pay the cost of such work by City Should the City determine that an urgency requires repairs or replacements to be made before Subdivider can be notified, City may, in its sole discretion, make the necessary repairs or replacement or perform the necessary work and Subdivider shall pay to City the cost of such repairs 13 Subdivider Not Agent or Emplovee of City Neither Subdivider nor Subdivider's agents, contractors or subcontractors are or shall be considered to be agents or employees of City in connection with the performance of Subdivider's obligations under this Agreement 14 Environmental Warrantv Prior to the acceptance of any property dedications or Improvements by City, Subdivider shall certify and warrant that neither the property to be dedicated nor Subdivider are in violation of any environmental law and neither the property to be dedicated nor the Subdivider are subject to any existing, pending, or threatened investigation by 7 I\ca\djm\Agreements\SIA Tract 19975.doc 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 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 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 City 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 City 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 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 15 Other Agreements Nothing contained in this Agreement shall preclude City 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 the Improvements pursuant to the provisions of the City ordinances providing therefor, nor shall anything in this Agreement commit City to any such apportionment 16 Subdivider's Obh2ation to Warn Public Durmv Construction Until final acceptance of the Improvements by City, Subdivider shall give good and adequate warning to the public of each and every dangerous condition existent in said improvements, and will take reasonable actions to protect the public from such dangerous condition 17 VestlnR of Ownership Upon formal final acceptance of the Improvements by City and recordation of the final map for the Subdivision, ownership of the Improvements constructed pursuant to this Agreement shall vest in City 18 Final Acceptance of Work Acceptance of work on behalf of City shall be made by the Municipal Utilities and Engineering Director after final completion and inspection of all Improvements Such acceptance shall not constitute a waiver of defects by City 19 Compliance with Laws Subdivider and its agents, employees, contractors and subcontractors shall comply with all applicable Federal, State and local rules, laws and 8 1\ca\djm\Agreements\SIA Tract 19975 doc regulations in constructing the Improvements including, but not limited to, all applicable Labor Code laws 20 Insurance a Subdivider's Insurance to be Primary All insurance required by this Agreement is to be maintained by Subdivider for the duration of this Agreement and shall be primary with respect to City and non-contributing to any insurance or self-insurance maintained by City Subdivider shall provide City with Certificates of Insurance evidencing such insurance concurrent with Subdivider's execution and delivery of this Agreement to City, for City's approval b Worker's Compensation and Emplover's Liability Subdivider shall have Worker's Compensation and Employer's Liability insurance In an amount which meets the statutory requirement with an insurance carrier acceptable to City c Comprehensive General Liability Insurance Subdivider shall secure comprehensive general liability insurance covering all work under this Agreement, including work done by subcontractors, with carriers acceptable to City Minimum coverage of one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) aggregate for public liability, property damage and personal injury is required City shall be named as an additional insured and the insurance policy shall include a provision prohibiting modification of the coverage limits or cancellation of said policy except upon thirty (30) days prior written notice to City d Business Auto Liabilitv Insurance Subdivider shall secure business auto liability coverage, with minimum limits of one million dollars ($1,000,000) per occurrence, combined single limit for bodily injury liability and property damage liability This coverage shall include all Subdivider owned vehicles used on the project, hired and non-owned vehicles, and employee non-ownership vehicles City shall be named as an additional insured and the insurance policy shall include a provision prohibiting modification of the coverage limits or cancellation of said policy except upon thirty (30) days prior written notice to City 21 Indemnitv/Hold Harmless a City and any official or employee thereof shall not be liable for any injury to persons or property occasioned by reasons of the acts or omissions of Subdivider, its agents, employees, contractors and subcontractors in the performance of this Agreement Subdivider further agrees to protect, defend, indemnify and hold harmless City, and its officials and employees from any act or omission by subdivider or its employees or agents, in connection with the work performed pursuant to this Agreement except for all claims, losses, damages, causes of action, injuries and/or liabilities to City and/or third parties caused by the active negligence of City This indemnification and Agreement to hold harmless shall extend to injuries to persons and damages or taking of property resulting from the design or construction of the Subdivision, and the public Improvements as provided herein, and in addition, to adjacent property owners as 9 1\ca\djm\Agreements\SIA Tract 19975 doc a consequence of the diversion of waters from the design and construction of public drainage systems, streets and other public Improvements Acceptance by City of the Improvements shall not constitute an assumption by City of any responsibility for any damage or taking covered by this Section City shall not be responsible for the design or construction of the property to be dedicated or the Improvements pursuant to the Improvement plans, regardless of any negligent action or inaction taken by City in approving the plans, unless the particular Improvement design was specifically required by City over written objection by Subdivider submitted to the City Engineer before approval of the particular Improvement design, which objection indicated that the particular improvement design was dangerous or defective and suggested an alternative safe and feasible design b After acceptance of the Improvements, Subdivider shall remain obligated to eliminate any defect in design or dangerous condition caused by the design or construction defect, however, Subdivider shall not be responsible for routine maintenance The provisions of this paragraph shall remain in full force and effect for ten (10) years following the acceptance by City of the 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 City shall not be liable for any negligence, nonfeasance, misfeasance or malfeasance in approving, reviewing, checking, or inspecting any work or construction The Improvement security shall not be required to cover the provisions of this paragraph c Subdivider shall reimburse City for all costs and expenses (including but not limited to fees and charges of architects, engineers, attorneys and other professionals, and court costs) incurred by City in enforcing the provisions of this section d In the event City tenders defense and indemnification pursuant to the provision set forth in subsection (a) above, and Subdivider wrongfully delays acceptance of the tender of the indemnification beyond the date specified in the tender of defense and indemnification demand, and based on City's costs necessitated by having to undertake its own defense and utilize the services of its own employees in the defense of any such claim, Subdivider shall be charged two hundred fifty($250) dollars per day from the date tender should have been accepted until the date tender is finally accepted to reimburse City for all of its defense related expenses, including the value of all time required by City employees to defend City during the time that tender should have been but was not accepted 22. Personal Nature of Subdivider's Obligations All of Subdivider's obligations under this Agreement are and shall remain the personal obligations of Subdivider notwithstanding a transfer of all or any part of the property within the Subdivision subject to this Agreement, and Subdivider shall not be entitled to assign its obligations under this Agreement to any transferee of all or any part of the property within the Subdivision or any other third party without the express written consent of City 23 Sale or Disposition of Subdivision Subdivider may request a novation of this Agreement and a substitution of security Upon approval of the novation and substitution of securities, Subdivider may request a release or reduction of the securities required by this 10 I\ca\djm\Agreements\SIA Tract 19975 doe Agreement Nothing in the novation shall relieve Subdivider of the obligations under Section 22 for the work or Improvements done by Subdivider 24 Time is of the Essence Time is of the essence in the performance of this Agreement. 25 Time for Commencement of Work, Time Extensions Subdivider shall commence substantial construction of the Improvements required by this Agreement not later than three (3) months after the Effective Date of this Agreement In the event good cause exists as determined by the Municipal Utilities and Engineering Director, the time for commencement of construction or completion of the Improvements hereunder may be extended for a period or periods not exceeding a total of two (2) additional years The extension shall be executed in writing by the Municipal Utilities and Engineering Director Any such extension may be granted without notice to Subdivider's surety and shall not affect the validity of this Agreement or release the surety or sureties on any security given for this Agreement The Municipal Utilities and Engineering Director shall be the sole and final fudge as to whether or not good cause has been shown to entitle Subdivider to an extension Delay, other than delay in the commencement of work, resulting from an act of City, act of God, by storm or inclement weather, strikes, boycotts or similar political actions which prevent the conducting of work, which Subdivider could not have reasonably foreseen, and furthermore were not caused by or contributed to by Subdivider, shall constitute good cause for and extension of the time for completion As a condition of such extension, the Municipal Utilities and Engineering Director may require Subdivider to furnish new security guaranteeing performance of this Agreement, as extended, in an increased amount to compensate for any increase in construction costs as determined by the Municipal Utilities and Engineering Director 26 Certificate of Satisfaction The City Manager may, upon the determination of the Municipal Utilities and Engineering Director that Subdivider has fully satisfied the obligations secured by this Agreement, at the request of Subdivider, execute and record a Certificate of Satisfaction in the official records of the County of San Bernardino evidencing Subdivider's compliance with, and satisfaction of, all obligations under this Agreement Subdivider shall be responsible for the payment of all City costs associated with the preparation and recordation of such a certificate 27 No Vesting of Rishts Performance by Subdivider 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 28 Notices Notice or other communication required, or which may be given, pursuant to this Agreement, shall be in writing Any such notice shall be deemed delivered (i) on the date of delivery in person, (ii) five (5) days after deposit in first class registered mail, with return receipt requested, (iii) on the actual delivery date if deposited with an overnight courier, or (iv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first class, certified, registered or express mail, in each case properly posted and fully prepaid to the 11 I\ca\djm\Agreements\SIA Tract 19975 doc appropriate address set forth below, or such other address as a Party may provide notice in accordance with this section Notice to City Municipal Utilities and Engineering Department Director City of Redlands PO Box 3005 Redlands, CA 92373 Notice to Subdivider. Matthew A Jordan, Managing Member Redlands Pennsylvania, LLC 10621 Civic Center Drive Rancho Cucamonga, CA 91730 Such addresses may be changed by notice to the other Party given in the same manner as provided above 29 Severabilitv The provisions of this Agreement are severable If any portion of this Agreement is held invalid by a court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect unless amended or modified by mutual written consent of the Parties 30 Captions The captions of this Agreement are for convenience and reference only and shall not define, explain, modify, limit, exemplify, or aid in the interpretation, construction or meaning of any provisions of this Agreement 31 Litigation In the event that suit is brought to enforce the terms of this Agreement, the prevailing party shall be entitled to litigation costs and reasonable attorneys' fees, including fees for use of in-house counsel by a Party 32 Incorporation of Recitals The recitals to this Agreement are hereby incorporated into the terms of this Agreement 33 Entire Agreement This Agreement constitutes the entire agreement of the Parties with respect to its subject matter All modifications, amendments, or waivers of the terms of this Agreement must be in writing and signed by the appropriate representatives of the Parties 34 Interpretation This Agreement shall be interpreted in accordance with the laws of the State of California 35 Jurisdiction Jurisdiction of all disputes over the terms of this Agreement shall be in the County of San Bernardino, State of California 12 I\ca\djm\Agreements\SIA Tract 19975.doc IN WITNESS WHEREOF this Agreement is executed by the Parties as of the date herein above first written SUBDIVIDER CITY OF REDLANDS Redlands Pennsylvania, LLC, a Delaware limited liability company By Diversified Pacific Communities, LLC, a Delaware limited hab ity company It's Manager BY _ B�f ,� ��. Matt w A Jord , Managing Member 4 N En ique Martinez, City Managed Needs attestation clause by City Clerk (Notary attachment and proof of authorization for Subdivider's signatures ATTEST required and must be attached) J e Donaldson, City Clerk 13 I\ca\djm\Agreements\SIA Tract 19975 doc CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 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 6o_-u_ R"n ) On J� ' '1 261f7 before me, �1 rawmol !`�� `1'1,��?� , Date Here Insert Name and Title of timalOfficer personally appeared j6y&d_�k_ Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the persong whose name4) is/btf�e subscribed to the within instrument and acknowledged to me that he/sie,bey executed the same in his/her-authorized capacityJ, and that by his/bag#terrsignatureA on the instrument the person, or the entity upon behalf of which the personK acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph SIMONE BASSO is true and correct Notary Public California I San Bernardino County WITNESS my hand and official seal _ b -� z Commission#r 2164524 _ My Comm.Expires Oct 9 2020 Signature ri Signature of Notary Public Place Notary Seal Above OPTIONAL Though this section Is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document Description of Attached Document Title or Type of Document Document Date Number of Pages Signer(s) Other Than Named Above Capacity(ies) Claimed by Signer(s) Signer s Name Signer's Name ❑ Corporate Officer — Title(s) ❑Corporate Officer — Title(s) ❑ Partner — ❑ Limited ❑ General ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑Attorney in Fact ❑ Individual ❑Attorney in Fact ❑Trustee ❑ Guardian or Conservator ❑Trustee ❑ Guardian or Conservator ❑ Other ❑ Other Signer Is Representing Signer Is Representing 02014 National Notary Association -www National Notary org • 1-800-US NOTARY(1-800-876-6827) Item #5907 ALL CAPACITY ACKNOWLEDGMENT A notary public orother 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 ofthat document i STATE OF California COUNTY OF San Bernardino — 7 / � /un before me, Ca|tI/O Gu8SDOO. Deputy C|tv ClerkklDa (Name and title ofthe officer) personally appeared N Enrique Martinez and Jeanne Donaldson . signing)(Name oi person who proved to me on 'the basis of satisfactory evidence to be the person(.$)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 myhand and official seal ignotuneufofficer Rev 01m1/2015 CITY OF REDLANDS SUBDIVISION IMPROVEMENT AGREEMENT EXHIBIT"A" TRACT MAP NO 19975 The following plans are on file in the office of the Municipal Utilities and Engineering Department(MUED). Description Drawmsz No No of Sheets Street Improvement Plans 2211-ST 13 Striping and Signing Plans 2211-TS 03 Storm Drain Improvement Plans 2211-SD 05 Street Light Improvement Plans 2211-SL O1 Street Tree Improvement Plans 2211-TP O1 Traffic Striping and Signing Plans 2211-TS 02 Water Improvement Plans D-60717 03 Sewer Improvement Plans F-1830 05 14 1\ca\djm\Agreements\SIA Tract 19975 doc