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HomeMy WebLinkAboutContracts & Agreements_24-2022RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO City Clerk's Office City of Redlands P O Box 3005 Redlands, CA 92373 Electronically Recorded in Official Records San Bernardino County Bob Dutton Assessor Recorder -County Clerk DOC# 2022-0093385 03/11/2022 Titles 1 Pages 8 08 00 AM SAN Fees $0 00 Taxes $0 00 14311 CA SB2 Fee $0 00 Total $0 00 FEES NOT REQUIRED Space Above This Line For Recorder's Use Only PER GOVERNMENT CODE SECTION 6103 CITY OF REDLANDS DEFERRED IMPROVEMENT AGREEMENT This Deferred Improvement Agreement ("Agreement") is made this 15th day of February, 2022 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and Redlands Palm Investment, LLC, a California limited liability company ("Subdivider") City and Subdivider are sometimes herein individually referred to as a "Party" and, together, as the "Parties " RECITALS WHEREAS, Subdivider is the owner of property located in the city of Redlands which, on recordation of Parcel Map No 20185 ("PM 20185"), will be known as Parcel 4 of PM 20185 ("Parcel 4") Subdivider intends to further subdivide Parcel 4 pursuant to Tentative Tract Map No 20305, PRD ("Tentative Tract Map") which is discussed in Recital B below In connection with PM 20185, Subdivider will be obligated to construct certain improvements ("Improvements") required as conditions of approval and as described within conditions number B9, B 10, and B 13 TPM 20185 For purposes of this Agreement, the term "Subdivider" shall mean the Subdivider executing this Agreement and Subdivider's heirs, successors, executors, administrators and assigns, it being the intent of the Parties that Subdivider's obligations under this Agreement shall run with Parcel 4 and constitute a lien against Parcel 4 WHEREAS, the Tentative Tract Map has been prepared pursuant to the Redlands Municipal Code and the State Subdivision Map Act and has been approved by the City Council of City In the future, Subdivider intends to cause final Tract Map No 20305 ("Final Tract Map") to be recorded in the Official Records of San Bernardino County, California In connection with the Final Tract Map, Subdivider intends to sign a Subdivision Improvement Agreement and to post surety to complete the Improvements, all pursuant to the Redlands Municipal Code, and WHEREAS, this Agreement is being recorded against Parcel 4, with the intent of creating an enforceable hen, coupled with the power of sale, as security for the performance by Subdivider of its obligations set forth herein, 1 C \NRPortbl\IMDB1\PHYLLIS\4249823_1 docx 0583-004 4249823 1 DOC #2022-0093385 Page 2 of 8 NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties agree as follows Section 1 Recitals. The foregoing recitals are true and correct and are incorporated herein by this reference Section 2 Grant of Lien Subdivider hereby grants City an enforceable lien on Parcel 4, coupled with the power of sale, as security for the performance by Subdivider of its obligations set forth herein Dunng the term of this Agreement, Subdivider shall not encumber Parcel 4 with financing Section 3 Definition and Ownership of Improvements The Improvements include, but are not limited to, curb and gutter improvements along project frontages on Palm Avenue and Alvarado Street, sidewalk improvements along project frontages on Palm Avenue and Alvarado Street, the undergrounding of overhead utilities along Palm Avenue and all appurtenant facilities associated with the conditions of approval for PM 20185 and which will be shown in profiles and specifications which will be prepared by Subdivider's engineer ("Improvement Plans") and subsequently be approved by City All Improvements constructed or installed shall become the property of City, without payment therefor, upon acceptance of the Improvements by City Section 4. Final Tract Map. In connection with the Final Tract Map, Subdivider intends to enter into a Subdivision Improvement Agreement and to post surety to complete the Improvements as well as additional improvements associated with the Final Tract Map, all pursuant to the Redlands Municipal Code At that time, this Agreement shall terminate This Agreement shall also terminate if Subdivider constructs the Improvements prior to entering into a Subdivision Improvement Agreement or prior to Subdivider posting surety to complete the Improvements In each such case, City shall take such steps and sign such documents in recordable form as may be required to confirm the termination of this Agreement If Subdivider abandons the Tentative Tract map and/or the Final Tract map, or if Subdivider fails to enter into a Subdivision Improvement Agreement or post surety to complete the Improvements prior to doing so and the Final tract Map expires, then Subdivider shall be obligated to complete the Improvements as fisted in the conditions of approval for parcel map 20185 and the performance by Subdivider of such obligations shall continue to be secured by the hen on Parcel 4 Section 5. Warranty Subdivider shall guarantee and warrant the Improvements undertaken pursuant to this Agreement for a period of one (1) year, after acceptance of the Improvements by City, agamst 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 agrees to pay the cost of such work by City Should City deteimme that an urgency requires repairs or replacements to be made before Subdivider can be notified, City may, in its sole discretion, make 2 C•\NRPortbl\IMDB1\PHYLLIS\4249823 1 docx D583-004 4249823.1 DOC #2022-0093385 Page 3 of 8 the necessary repairs or replacement or perform the necessary work, and Subdivider shall pay to City the cost of such repairs Section 6 Sale or Disposition of Parcel 4 Upon the original Subdivider's sale or other disposition of Parcel 4, the original Subdivider shall be released from its obhgations under this Agreement and shall be entitled to a release or reduction, as the case may be, of the securities required by this Agreement, and the purchaser of Parcel 4, as the successor Subdivider, shall be obligated to perform all of Subdivider's obligations hereunder However, nothing in this Section, shall relieve the original Subdivider of its obligations under this Agreement for any work done by the original Subdivider prior to such sale or disposition Section 7. Time for Commencement of Work, Time Extensions. In the event that the Final Tract Map has not been recorded by its expiration, including any granted extensions ("Map Deadline"), on good cause shown as determined by the City Engineer, the time for commencement of construction or completion of the Improvements hereunder may be extended The extension shall be approved in writing by the City Engineer Any such extension may be granted without notice to any person other than Subdivider and shall not affect the validity of this Agreement The City Engineer shall be the sole and final judge 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 which furthermore was not caused by or contributed to by Subdivider, shall constitute good cause for and extension of the time for completion In the event that the Final Tract Map is not approved by the City Engineer and recorded by the Map Deadline and expires, then all conditions of approval of the Tentative Tract Map and all identical conditions of approval of PM 20185, shall expire and be of no further force or effect whatsoever However, in that event, Subdivider shall be obligated to complete the Improvements as listed the Conditions of Approval for PM 20185 and the performance by Subdivider of such obligations shall continue to be secured by the lien on Parcel 4 Section 8 No Vesting of Rights 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 code Section 9 Notices All notices required under this Agreement shall be in writing and delivered in person or sent by mail, postage prepaid and addressed as provided in this Section Notice shall be effective on the date it is delivered in person, or, if mailed, on the date of deposit in the United States Mail Notices shall be addressed as follows unless a written change is filed with City Notice to City Municipal Utilities and Engineering/Director/City Engineer City of Redlands P 0 Box 3005 Redlands, CA 92373 3 C\NRPortbl\IMDB1\PHYLLIS\4249823 1 docx D583-004 4249823.1 DOC #2022-0093385 Page 4 of 8 Notice to Subdivider. Diversified Pacific Communities, LLC 10621 Civic Center Drive Rancho Cucamonga, CA 91730 Section 10. Severability. The provisions of this Agreement are severable If any provision of this Agreement is held invalid, void or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain m full force and effect unless to do so would deprive a Party of a material benefit of its bargain for entering into this Agreement Section 11 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 provision of this Agreement Section 12. Attorneys' Fees and Costs. In the event any action is commenced to enforce the terms of this Agreement, the prevailing Party shall, in addition to any costs and other relief, be entitled to recovery of its reasonable attorney's fees, including fees for in-house counsel of the Parties at rates prevailing in San Bernardino County, California Section 13 Liability. A Indemnity. Subdivider hereby warrants that all work will be performed in a workmanlike manner Subdivider agrees to indemnified, defend, release, and hold harmless City, and each of its elective and appointive boards, commissions, officers, agents and employees ( collectively, the "Indemnified Parties"), from and against any and all loss, claims, suits, liabilities, actions, damages, or causes of action of every kind, nature and description, directly or indirectly arising out of Subdivider's or its employees, agents or independent contractors performance or failure to comply with the obligations under this Agreement, except to the extent caused by the negligence or willful misconduct of the Indemnified Parties B. That aforesaid hold harmless agreement by Subdivider shall apply to all damages and claims for damages of every kind suffered, or alleged to have been suffered, by reason of any of the aforesaid obligations referred to in this Section 13, regardless of whether or not City has prepared, supplied, or approved of plans and/or specifications for the subdivision, except to the extent caused by the negligence or willful misconduct of the Indemnified Parties C Design Defect. If, in the opinion of City, a design defect in the work of the improvements becomes apparent during the course of construction and such design defect, in the reasonable opinion of City, may substantially impair the public health and safety, Subdivider shall, upon order by City, correct or cause the correction of such design defect at its cost and expense Section 14 Entire Agreement This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof Any amendment of this Agreement shall be in writing and signed by the Parties Section 15. Interpretation. This Agreement shall be governed by and construed in accordance with the laws of the State of California 4 C•\NRPorlbl\TMDT31\PbIYLLIS\4249823 1 docx 1)583-004 4249823.1 DOC #2022-0093385 Page 5 of 8 Section 16 Assignment Subdivider shall not be entitled to assign its obligations under this Agreement, without the express prior written consent of City, except in connection with the sale or disposition of Parcel 4 as provided in Section 4 hereof 5 C•\NRPortbl\1MDB1\PHYLLIS\4249823 1 docx 0583-004-4249823.1 DOC #2022-0093385 Page 6 of 8 IN WITNESS WHEREOF this Agreement is executed by the Parties as of the date herein above first written SUBDIVIDER CITY REDLANDS PALM INVESTMENT, LLC, CITY OF REDLANDS, a California limited liability company a By Diversified Pacific lopment Group, LLC, Its Mana B ame Title C g ordan Member 6 By--��-- Paul T Barich, Mayor Attest _ ,zi.d.e— nne Donaldson, City Clerk C\NRPortbl\IMDB1\PHYLLIS\4249823_1 docx 0583-004 - 4249823 1 DOC #2022-0093385 Page 7 of 8 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 . -BeYv n D ) On Fe%7✓uufXq � �D oho', before me, ._i►'Y►aXQ- 5a) l\( cEN PubLL (insert name and title o the officer) personally appeared YY1 a ithatu A Zi rck ui who proved to me on the basis of satisfactory evidence to be the person(gwhose nameg) is/a e subscribed to the within instrument and acknowledged to me that he/sue executed the same m his/fir authorized capacity(bas?f, and that by his/h-rithc1r signature($ on the instrument the person(4, or the entity upon behalf of which the personO acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct WITNESS my hand and official seal Signature (Seal) 7 SIMONE BASSO Notary Public California San Bernardino County Commission # 23333t5 ospi My Comm Expires Oct 9 2024 C•\NRPortbl\IMDB1\PHYLLIS\4249823 1 docx D583-004-4249823.1 DOC #2022-0093385 Page 8 of 8 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT r�oFrc sr�rcr;;..�.r-c<ac n,4=�r.c>.co..-ercc.:r..-�,c•.r.:rr 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 Calif.' nia Cou y •f O�. Dat: personally appeared U . -fore e, Wit 1 lid ere Ins Name( ) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) Tare subscribed to the within instrument and acknowledged to me that ly/sl/they executed the same in hj€/y/their authorized capacity(ies), and that by lyt/hi/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 L. R. MCCASLAMD ry Public California Riverside County Commission It 2319647 My Comm Expires Feb 19, 2024 Place Notary Seal Above WITNESS my hand and official seal Signature OPTIONAL gnaturebf Votary P blic 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 D 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 Signer's Name. ©2014 National Notary Association • www NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907