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Title of Document
THIS AREA FOR
RECORDER I S
USE ONLY
THIS COVER SHEET ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION
S3.00 Additional Recording Fee Applies)
SUBDIVISION
AGREEMENT FOR COMPLETION OF PUBLIC IMPROVEMENTS
PARCEL MAP 19384
I.PARTIES AND DATE.
This Agreement for the Completion of Public Improvements("Agreement") is entered into
as of this 21 st day of May,2018 by and between the City of Grand Terrace, a California municipal
corporation("City")and Habitat for Humanity,San Bernardino Area Inc.,a non-profit corporation
with its principal office located at 25948 Business Center Drive, Redlands, CA. ("Developer").
City and Developer are sometimes hereinafter individually referred to as "Party" and hereinafter
collectively referred to as the"Parties."
II. RECITALS.
A. SUBDIVISION
1.Developer has heretofore submitted to City an application for approval of a tract
map for real property located within City,a legal description of which is attached hereto as Exhibit
A" ("Property"), and which is identified in City records as portions within "Map of Mecca
Townsite" in Book 9, Page 93 of Maps.
2.Developer's application for a tentative tract map for Tentative Tract No. 19384 was
conditionally approved by the City Council on September 13, 2016.
3.Developer has not completed all of the work or made all of the public improvements
required by Chapters 17.40 and 17.56 of the City of Grand Terrace Municipal Code, the
Subdivision Map Act (Government Code sections 66410 et seq.), the conditions of approval for
Parcel Map No. 19384 or other ordinances, resolutions, or policies of City requiring construction
of improvements in conjunction with the subdivision of land.
4.Pursuant to Title I7 and the applicable provisions of the Map Act, Developer and
City enter into this Agreement for the timely construction and completion of the public
improvements and the furnishing of the security therefor,acceptable to the City Engineer and City
Attorney, for Parcel Map No. _19384.
5.Developer's execution of this Agreement and the provision of the security are made
in consideration of City's approval of the parcel map no. 19384.
III. TERMS.
I.Effectiveness. (Tract Map) This Agreement shall not be effective unless and until
all three of the following conditions are satisfied: (a)Developer provides City with security of the
type and in the amounts required by this Agreement; (b) Developer executes and records this
Agreement in the Recorder's Office of the County of San Bernardino; (c)the City Council of the
City ("City Council") approves the final map for PM No. 19384 and (d) Developer records the
final map for PM No. 19384 in the Recorder's Office of the County of San Bernardino. If the
above described conditions are not satisfied,this Agreement shall automatically terminate without
need of further action by either City or Developer, and Developer may not thereafter record the
final map for Parcel/Tract No. 19384.
2.Public Improvements.Developer shall construct or have constructed at its own cost,
expense, and liability all improvements required by City as part of the approval of
Parcel/Tract/Permit, including, but not limited to, all grading, roads, paving, curbs and gutters,
pathways, storm drains, sanitary sewers, utilities, drainage facilities, traffic controls, landscaping,
Page 1
street lights, and all other required facilities as shown in detail on the plans, profiles, and
specifications which have been prepared by or on behalf of Developer for as a condition of
approval ("Public Improvements"). The Public Improvements are more specifically described in
the Improvement Plans. Construction of the Public Improvements shall include any transitions
and/or other incidental work deemed necessary for drainage or public safety. The Developer shall
be responsible for the replacement,relocation,or removal of any component of any irrigation water
system in conflict with the construction or installation of the Public Improvements. Such
replacement, relocation, or removal shall be performed to the complete satisfaction of the City
Engineer and the owner of such water system. Developer further promises and agrees to provide
all equipment, tools, materials, labor, tests, design work, and engineering services necessary or
required by City to fully and adequately complete the Public Improvements.
2.1. Prior Partial Construction of Public Improvements. Where construction of
any Public Improvements has been partially completed prior to this Agreement, Developer agrees
to complete such Public Improvements or assure their completion in accordance with this
Agreement.
2.2. Permits, Notices: Utility Statements. Prior to commencing any work,
Developer shall, at its sole cost, expense, and liability, obtain all necessary permits and licenses
and give all necessary and incidental notices required for the lawful construction of the Public
Improvements and performance of Developer's obligations under this Agreement. Developer shall
conduct the work in full compliance with the regulations,rules, and other requirements contained
in any permit or license issued to Developer. Prior to commencing any work, Developer shall file
a written statement with the City Clerk and the City Engineer,signed by Developer and each utility
which will provide utility service to the Property, attesting that Developer has made all deposits
legally required by the utility for the extension and provision of utility service to the Property.
2.3. Pre-approval of Plans and Specifications. Developer is prohibited from
commencing work on any Public Improvement until all plans and specifications for such Public
Improvement have been submitted to and approved by the City Engineer, or his or her designee.
Approval by the City Engineer shall not relieve Developer from ensuring that all Public
Improvements conform with all other requirements and standards set forth in this Agreement.
2.4. Quality of Work. Compliance With Laws and Codes. The construction
plans and specifications for the Public Improvements shall be prepared in accordance with all
applicable federal, state and local laws, ordinances, regulations, codes, standards, and other
requirements. The Public Improvements shall be completed in accordance with all approved maps,
plans,specifications, standard drawings,and special amendments thereto on file with City, as well
as all applicable federal, state, and local laws, ordinances, regulations, codes, standards, and other
requirements applicable at the time work is actually commenced.
2.5. Standard of Performance. Developer and its contractors, if any, shall
perform all work required to construct the Public Improvements under this Agreement in a skillful
and workmanlike manner, and consistent with the standards generally recognized as being
employed by professionals in the same discipline in the State of California. Developer represents
and maintains that it or its contractors shall be skilled in the professional calling necessary to
perform the work.Developer warrants that all of its employees and contractors shall have sufficient
skill and experience to perform the work assigned to them, and that they shall have all licenses,
permits, qualifications and approvals of whatever nature that are Iegally required to perform the
work,and that such licenses,permits,qualifications and approvals shall.be maintained throughout
the term of this Agreement.
2.6. Alterations to Improvements. The Public Improvements in Exhibit"B" are
understood to be only a general designation of the work and improvements to be done, and not a
binding description thereof. All work shall be done, and improvements made and completed as
Page 2
shown on approved plans and specifications, and any subsequent alterations thereto. If during the
course of construction and installation of the Public Improvements it is determined that the public
interest requires alterations in the Public Improvements, Developer shall undertake such design
and construction changes as may be reasonably required by City. Any and all alterations in the
plans and specifications and the Public Improvements to be completed may be accomplished
without giving prior notice thereof to Developer's surety for this Agreement.
3. Maintenance of Public im rovements and Landsca in . City shall not be
responsible or liable for the maintenance or care of the Public Improvements until City approves
and accepts them. City shall exercise no control over the Public Improvements until accepted. Any
use by any person of the Public Improvements, or any portion thereof, shall be at the sole and
exclusive risk of the Developer at all times prior to City's acceptance of the Public Improvements.
Developer shall maintain all the Public Improvements in a state of good repair until they are
completed by Developer and approved and accepted by City, and until the security for the
performance of this Agreement is released. Maintenance shall include, but shall not be limited to,
repair of pavement, curbs, gutters, sidewalks, signals, parkways, water mains, and sewers;
maintaining all landscaping in a vigorous and thriving condition reasonably acceptable to City;
removal of debris from sewers and storm drains; and sweeping,repairing,and maintaining in good
and safe condition all streets and street improvements. It shall be Developer's responsibility to
initiate all maintenance work, but if it shall fail to do so, it shall promptly perform such
maintenance work when notified to do so by City. If Developer fails to properly prosecute its
maintenance obligation under this section, City may do all work necessary for such maintenance
and the cost thereof shall be the responsibility of Developer and its surety under this Agreement.
City shall not be responsible or liable for any damages or injury of any nature in any way related
to or caused by the Public Improvements or their condition prior to acceptance.
4.Construction Schedule. Unless extended pursuant to this Section 4.1 of this
Agreement, Developer shall fully and adequately complete or have completed the Public
Improvements within_Thirty-six_(36) months following the full execution of this Agreement
and will meet all of the interim deadlines of the timeline in the Construction Schedule.
4.1. Extensions.City may, in its sole and absolute discretion,provide Developer
with additional time within which to complete the Public Improvements. It is understood that by
providing the security required under Section 13.0 et seq. of this Agreement, Developer and its
surety consent in advance to any extension of time as may be given by City to Developer, and
waives any and all right to notice of such extension(s). Developer's acceptance of an extension of
time granted by City shall constitute a waiver by Developer and its surety of all defense of laches,
estoppel, statutes of limitations, and other limitations of action in any action or proceeding filed
by City following the date on which the Public improvements were to have been completed
hereunder. In addition, as consideration for granting such extension to Developer, City reserves
the right to review the provisions of this Agreement, including,but not limited to,the construction
standards, the cost estimates established by City, and the sufficiency of the improvement security
provided by Developer, and to require adjustments thereto when warranted according to City's
reasonable discretion.
4.2. Accrual of Limitations Period. Any limitations period provided by law
related to breach of this Agreement or the terms thereof shall not accrue until Developer has
provided the City Engineer with written notice of Developer's intent to abandon or otherwise not
complete required or agreed upon Public Improvements.
5.Grading. Developer agrees that any and all grading done or to be done in
conjunction with construction of the Public Improvements shall conform to all federal, state, and
local laws, ordinances, regulations, and other requirements, including City's grading regulations.
In order to prevent damage to the Public Improvements by improper drainage or other hazards,the
grading shall be completed in accordance with the time schedule for completion of the Public
Page 3
Improvements established by this Agreement, and prior to City's approval and acceptance of the
Public Improvements and release of the Security as set forth in Section 13.0 et seq. of this
Agreement.
6. Utilities. Developer shall provide the utility services (if applicable), including
water, power, gas, and telephone service to serve each parcel, lot, or unit of land within the
development in accordance with all applicable federal,state,and local laws,rules,and regulations,
including, but not limited to, the regulations, schedules and fees of the utilities or agencies
providing such services. Except for commercial or industrial properties, Developer shall also
provide cable television facilities to serve each parcel, lot, or unit of land in accordance with all
applicable federal, state, and local laws, rules, and regulations, including, but not limited to, the
requirements of the cable company possessing a valid franchise with City to provide such service
within City's jurisdictional limits. All utilities shall be installed underground.
7.Fees and Charges. Developer shall, at its sole cost, expense, and liability, pay all
fees, charges, and taxes arising out of construction of the Public Improvements, including, but not
limited to, all plan check, design review, engineering, inspection, and other service fees, and any
impact or connection fees established by City ordinance, resolution, regulation, or policy, or as
established by City.
8. City Inspection of Public Improvements. Developer shall, at its sole cost, expense,
and liability,and at all times during construction of the Public Improvements,maintain reasonable
and safe facilities and provide safe access for inspection by City of the Public Improvements and
areas where construction of the Public Improvements is occurring or will occur.
9.Default,• Notice,• Remedies.
9.1. Notice. If Developer neglects, refuses, or fails to fulfill or timely complete
any obligation, term, or condition of this Agreement, including but not limited to the timeline in
the Construction Schedule, or if City determines there is a violation of any federal, state, or local
law, ordinance, regulation, code, standard, or other requirement, City may at any time thereafter
declare Developer to be in default or violation of this Agreement and make written demand upon
Developer or its surety, or both, to immediately remedy the default or violation ("Notice").
Developer shall substantially commence the work required to remedy the default or violation
within ten(10)days of the Notice. If the default or violation constitutes an immediate threat to the
public health, safety, or welfare, City may provide the Notice verbally, and Developer shall
substantially commence the required work within twenty-four (24) hours thereof. Immediately
upon City's issuance of the Notice, Developer and its surety shall he liable to City for all costs of
construction and installation of the Public Improvements and all other administrative costs
expenses as provided for in Section 10.0 of this Agreement.
9.2. Failure to Remedy; City Action. If the work required to remedy the noticed
default or violation is not diligently prosecuted to a completion acceptable to City within the time
frame contained in the Notice, City may complete all remaining work, arrange for the completion
of all remaining work, and/or conduct such remedial activity as in its sole and absolute discretion
it believes is required to remedy the default or violation. All such work or remedial activity shall
be at the sole and absolute cost, expense, and liability of Developer and its surety, without the
necessity of giving any further notice to Developer or surety. City's right to take such actions shall
in no way be limited by the fact that Developer or its surety may have constructed any, or none of
the required or agreed upon Public Improvements at the time of City's demand for performance.
In the event City elects to complete or arrange for completion of the remaining work and
improvements, City may require all work by Developer or its surety to cease in order to allow
adequate coordination by City. Notwithstanding the foregoing, if conditions precedent for
reversion to acreage can be met and if the interests of City will not be prejudiced thereby, City
Page 4
may also process a reversion to acreage and thereafter recover from. Developer or its surety the
full cost and expense incurred.
9.3. Other Remedies. No action by City pursuant to Section 9.0 et seq. of this
Agreement shall prohibit City from exercising any other right or pursuing any other legal or
equitable remedy available under this Agreement or any federal, state, or local law. City may
exercise its rights and remedies independently or cumulatively, and City may pursue inconsistent
remedies. City may institute an action for damages, injunctive relief, or specific performance.
10. Administrative Costs. If Developer fails to construct and install all or any part of
the Public Improvements within the time required by this Agreement, or if Developer fails to
comply with any other obligation contained herein, Developer and its surety shall be jointly and
severally liable to City for all administrative expenses, fees, and costs, including reasonable
attorney's fees and costs, incurred in obtaining compliance with this Agreement or in processing
any legal action or for any other remedies permitted by law.
11. _Acceptance of Improvements; As-Built or Record Drawings. If the Public
Improvements are properly completed by Developer and approved by the City Engineer, and if
they comply with all applicable federal, state and local laws, ordinances, regulations, codes,
standards, and other requirements, the City Council shall be authorized to accept the Public
Improvements. The City Council may, in its sole and absolute discretion, accept fully completed
portions of the Public Improvements prior to such time as all of the Public Improvements are
complete, which shall not release or modify Developer's obligation to complete the remainder of
the Public Improvements within the time required by this Agreement. Upon the total or partial
acceptance of the Public Improvements by City, Developer shall file with the Recorder's Office
of the County of San Bernardino a notice of completion for the accepted Public Improvements in
accordance with California Civil Code section 3093, at which time the accepted Public
Improvements shall become the sole and exclusive property of City without payment therefore. If
PM No. _19384 was approved and recorded as a single-phase map, City shall not accept any
one or more of the improvements until all of the Public Improvements are completed by Developer
and approved by City. Issuance by City of occupancy permits for any buildings or structures
located on the Property shall not be construed in any manner to constitute City's acceptance or
approval of any Public Improvements. Notwithstanding the foregoing, City may not accept any
Public Improvements unless and until Developer provides one (I) set of "as-built" or record
drawings or plans to the City Engineer for all such Public Improvements. The drawings shall be
certified and shall reflect the condition of the Public Improvements as constructed,with all changes
incorporated therein.
12. Warranty and Guarantee. Developer hereby warrants and guarantees all Public
Improvements against any defective work or labor done, or defective materials furnished in the
performance of this Agreement, including a warranty and guarantee that all trees, shrubs and
irrigation within the Property shall survive, with reasonable maintenance, in a vigorous and
thriving condition reasonably acceptable to City, for a period of one(1)year following completion
of the work and acceptance by City ("Warranty"). During the Warranty period, Developer shall
repair, replace, or reconstruct any defective or otherwise unsatisfactory portion of the Public
Improvements, including irrigation, shrubs, trees and/or transplanted trees that have died despite
reasonable maintenance,in accordance with the current ordinances,resolutions,regulations,codes,
standards, tree preservation plans or other requirements of City, and to the approval of the City
Engineer. All repairs, replacements, or reconstruction during the Warranty periods shall be at the
sole cost,expense,and liability of Developer and its surety. As to any Public Improvements which
have been repaired, replaced, or reconstructed during the Warranty period, Developer and its
surety hereby agree to extend the Warranty for an additional one (1) year period following City's
acceptance of the repaired, replaced, or reconstructed Public Improvements. Nothing herein shall
relieve Developer from any other liability it may have under federal, state, or local law to repair,
replace, or reconstruct any Public Improvement following expiration of the Warranty or any
Page 5
extension thereof. Developer's warranty obligation under this section shall survive the expiration
or termination of this Agreement. In addition, nothing contained herein shall impose upon
Developer additional maintenance obligations for any Public Improvements that are repaired,
replaced or reconstructed once these are accepted by City.
13. Security; Surety Bonds/Lien. Prior to execution of this Agreement, Developer shall
provide City with a security in the amounts and under the terms set forth below("Security"). The
amount of the Security shall be based on the City Engineer's approximation of the actual cost to
construct the Public Improvements,including the replacement cost for all Iandscaping("Estimated
Costs"). If City determines, in its sole and absolute discretion, that the Estimated Costs have
changed, Developer shall adjust the Security in the amount requested by City. Developer's
compliance with this provision(Section 13.0 et seq.) shall in no way limit or modify Developer's
indemnification obligation provided in Section 16.0 of this Agreement.
13.1. Performance Bond/Lien. To guarantee the faithful performance of the
Public Improvements and all the provisions of this Agreement, to protect City if Developer is in
default as set forth in Section 9.0 et seq. of this Agreement, and to secure Developer's guarantee
and warranty of the Public Improvements, including the maintenance of all landscaping in a
vigorous and thriving condition, Developer shall provide City a faithful performance bond/Lien in
the amount of Forty One Thousand Dollars ($_41,000_), which sum shall be not less than one
hundred percent (100%) of the Estimated Costs. The City Council may, in its sole and absolute
discretion and upon recommendation of the City Engineer, partially release a portion or portions
of the security provided under this section as the Public improvements are accepted by City,
provided that Developer is not in default on any provision of this Agreement or condition of
approval for PM No. 19384,or the Permit and the total remaining security is not less than twenty-
five percent(25%)of the Estimated Costs.All security provided under this section shall be released
at the end of the Warranty period, or any extension thereof as provided in Section 12 of this
Agreement, provided that Developer is not in default on any provision of this Agreement or
condition of approval for Parcel/Tract No. 19384 or the Permit.
13.2. Deleted.
13.3. Additional Requirements. The surety for any surety bonds provided as
Security shall have a current A.M. Best's rating of no less than A: VIII, shall be licensed to do
business in California, and shall be satisfactory to City. As part of the obligation secured by the
Security and in addition to the face amount of the Security,the Developer or its surety shall secure
the costs and reasonable expenses and fees,including reasonable attorney's fees and costs,incurred
by City in enforcing the obligations of this Agreement. The Developer and its surety stipulate and
agree that no change, extension of time, alteration, or addition to the terms of this Agreement, the
Public Improvements,or the plans and specifications for the Public improvements shall in any way
affect its obligation on the Security.
13.4. Deleted
14. Monument Security. Prior to City's execution of this Agreement, to guarantee
payment to the engineer or surveyor for the setting of all subdivision boundaries, lot comers, and
street centerline monuments for PM No. 19384 in compliance with the applicable provisions
of City's Municipal and/or Development Code. ("Subdivision Monuments"), Developer shall
deposit cash, a letter of credit or other reasonably acceptable security with City in the amount of
Two Thousand Dollars($_2,000),which sum shall not be less than one hundred percent(100%)
of the costs of setting the Subdivision Monuments as determined by the City Engineer. Said deposit
may be released by written authorization of the City Engineer after all required Subdivision
Monuments are accepted by the City Engineer, City has received written acknowledgment of
payment in full, from the engineer or surveyor who set the Subdivision Monuments,and provided
Page 6
Developer is not in default of any provision of this Agreement or condition of approval for Tract
No. 19384 or Permit.
15. Lien. To secure the timely performance of Developer's obligations under this
Agreement, including those obligations for which security has been provided pursuant to Sections
13 et seq. and 14 of this Agreement, Developer hereby creates in favor of City a lien against all
portions of the Property not dedicated to City or some other governmental agency for a public
purpose. As to Developer's default on those obligations for which security has been provided
pursuant to Sections 13 et seq. and 14 of this Agreement, City shall first attempt to collect against
such security prior to exercising its rights as a contract lienholder under this section.
16. Indemnification. Developer shall defend, indemnify, and hold harmless City, its
elected officials, officers, employees, and agents from any and all actual or alleged claims,
demands, causes of action, liability, loss, damage, or injury, to property or persons, including
wrongful death, whether imposed by a court of law or by administrative action of any federal,
state, or local governmental body or agency, arising out of or incident to any acts, omissions,
negligence, or willful misconduct of Developer, its personnel, employees, agents, or contractors
in connection with or arising out of construction or maintenance of the Public Improvements, or
performance of this Agreement. This indemnification includes, without limitation,the payment of
all penalties, fines,judgments,awards,decrees, attorney's fees, and related costs or expenses,and
the reimbursement of City, its elected officials, officers, employees, and/or agents for all legal
expenses and costs incurred by each of them. This indemnification excludes only such portion of
any claim, demand, cause of action, liability, loss, damage, penalty, fine, or injury, to property or
persons, including wrongful death, which is caused solely and exclusively by the negligence or
willful misconduct of Agency as determined by a court or administrative body of competent
jurisdiction.Developer's obligation to indemnify shall survive the expiration or termination of this
Agreement, and shall not be restricted to insurance proceeds, if any, received by City, its elected
officials, officers, employees, or agents.
17. Insurance.
17.1. Types; Amounts. Developer shall procure and maintain, and shall require
its contractors to procure and maintain, during construction of any Public Improvement pursuant
to this Agreement, insurance of the types and in the amounts described below ("Required
Insurance"). If any of the Required Insurance contains a general aggregate limit, such insurance
shall apply separately to this Agreement or be no less than two times the specified occurrence
limit.
17.1.L General Liability. Developer and its contractors shall procure and
maintain occurrence version general liability insurance,or equivalent form,with a combined single
limit of not less than $1,000,000 per occurrence for bodily injury, personal injury, and property
damage.
17.1.2. Business Automobile Liability. Developer and its contractors shall
procure and maintain business automobile liability insurance,or equivalent form,with a combined
single limit of not less than$1,000,000 per occurrence. Such insurance shall include coverage for
the ownership, operation, maintenance, use, loading, or unloading of any vehicle owned, leased,
hired, or borrowed by the insured or for which the insured is responsible.
17.1.3. Workers' Compensation. Developer and its contractors shall
procure and maintain workers' compensation insurance with limits as required by the Labor Code
of the State of California and employers' liability insurance with limits of not less than$1,000,000
per occurrence, at all times during which insured retains employees.
Page 7
17.1.4. Professional Liability. For any consultant or other professional who
will engineer or design the Public Improvements, liability insurance for errors and omissions with
limits not less than $1,000,000 per occurrence, shall be procured and maintained for a period of
five(5)years following completion of the Public Improvements. Such insurance shall be endorsed
to include contractual Iiability.
17.2. Deductibles. Any deductibles or self-insured retentions must be declared to
and approved by City. At the option of City, either: (a) the insurer shall reduce or eliminate such
deductibles or self-insured retentions as respects City, its elected officials, officers, employees,
agents, and volunteers; or (b) Developer and its contractors shall provide a financial guarantee
satisfactory to City guaranteeing payment of losses and related investigation costs, claims, and
administrative and defense expenses.
17.3. AdditionI_Insured, Separation of Insureds. The Required insurance shall
name City, its elected officials, officers, employees, agents, and volunteers as additional insureds
with respect to work performed by or on behalf of Developer or its contractors,including materials,
parts, or equipment furnished in connection therewith. The Required Insurance shall contain
standard separation of insureds provisions and shall contain no special limitations on the scope of
its protection to City, its elected officials, officers, employees, agents, and volunteers.
17.4. Primary Insurance, Waiver of Subrogation. The Required insurance shall
be primary with respect to any insurance or self-insurance programs covering City, its elected
officials,officers,employees, agents, and volunteers. All policies for the Required insurance shall
provide that the insurance company waives all right of recovery by way of subrogation against
City in connection with any damage or harm covered by such policy.
17.5. Certificates; Verification. Developer and its contractors shall furnish City
with original certificates of insurance and endorsements effecting coverage for the Required.
Insurance. The certificates and endorsements for each insurance policy shall be signed by a person
authorized by that insurer to bind coverage on its behalf. All certificates and endorsements must
be received and approved by City before work pursuant to this Agreement can begin. City reserves
the right to require complete, certified copies of all required insurance policies, at any time.
17.6. TermXancellation Notice. Developer and its contractors shall maintain the
Required Insurance for the term of this Agreement and shall replace any certificate, policy, or
endorsement which will expire prior to that date. All policies shall he endorsed to provide that the
Required Insurance shall not be suspended,voided,reduced,canceled,or allowed to expire except
on 30 days prior written notice to City.
17.7. Insurer Rating. Unless approved in writing by City, all Required Insurance
shall place with insurers licensed to do business in the State of California and with a current A.M.
Best rating of at least A: VIII.
18. Signs and Advertising. Developer understands and agrees to City's ordinances,
regulations,and requirements governing signs and advertising structures.Developer hereby agrees
with and consents to the removal by City of all signs or other advertising structures erected,placed,
or situated in violation of any City ordinance, regulation, or other requirement. Removal shall be
at the expense of Developer and its surety. Developer and its surety shall indemnify and hold City
free and harmless from any claim or demand arising out of or incident to signs, advertising
structures, or their removal.
19. Relationship Between the Parties. The Parties hereby mutually agree that neither
this Agreement,any map related to Tract No. 19384 ,nor any other related entitlement,permit,
or approval issued by City for the Property shall operate to create the relationship of partnership,
joint venture, or agency between City and Developer. Developer's contractors and subcontractors
Page 8
are exclusively and solely under the control. and. dominion of Developer.Nothing herein shall be
deemed to make Developer or its contractors an agent or contractor of City.
20. General Provisions.
20.1. Authority to Enter Agreement. Each Party warrants that the individuals who
have signed this Agreement have the legal power, right, and authority make this Agreement and
bind each respective Party.
20.2. Cooperation; Further Acts, The Parties shall fully cooperate with one
another and shall take any additional acts or sign any additional documents as may be necessary,
appropriate, or convenient to attain the purposes of this Agreement.
20.3. Construction: References; Captions. It being agreed the Parties or their
agents have participated in the preparation of this Agreement,the language of this Agreement shall
be construed simply, according to its fair meaning, and not strictly for or against any Party. Any
term referencing time,days,or period for performance shall be deemed calendar days and not work
days. All references to Developer include all personnel, employees, agents, and subcontractors of
Developer, except as otherwise specified in this Agreement. All references to City include its
elected officials, officers, employees, agents, and volunteers except as otherwise specified in this
Agreement. The captions of the various articles and paragraphs are for convenience and ease of
reference only, and do not define, limit, augment, or describe the scope, content, or intent of this
Agreement.
20.4. Notices. All notices, demands, invoices, and written communications shall
be in writing and delivered to the following addresses or such other addresses as the Parties may
designate by written notice:
CITY: GRAND TERRACE DEVELOPER:HABITAT FOR
HUMANITY, San Bernardino Area, Inc.
Attu: City Manager
Attn: David Hahn, Executive Director
27955 Barton Road
25498 Business Center Drive
Grand Terrace, CA 92313
Redlands, CA 92374
Depending upon the method of transmittal, notice shall be deemed received as follows: by
facsimile, as of the date and time sent; by messenger, as of the date delivered; and by U.S. Mail
first class postage prepaid, as of 72 hours after deposit in the U.S. Mail.
20.5. Amendment; Modification.No supplement,modification,or amendment of
this Agreement shall be binding unless executed in writing and signed by both Parties.
20.6. Waiver. City's failure to insist upon strict compliance with any provision of
this Agreement or to exercise any right or privilege provided herein,or City's waiver of any breach
of this Agreement, shall not relieve Developer of any of its obligations under this Agreement,
whether of the same or similar type. The foregoing shall he true whether City's actions are
intentional or unintentional. Developer agrees to waive, as a defense, counterclaim or set off, any
and all defects, irregularities or deficiencies in the authorization, execution or performance of the
Public Improvements or this Agreement, as well as the laws, rules, regulations, ordinances or
resolutions of City with regards to the authorization, execution or performance of the Public
Improvements or this Agreement.
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20.7. Assignment or Transfer of Agreement. Developer shall not assign,
hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest
herein without prior written notification to the City. Any attempt to do so shall be null and void,
and any assignee, hypothecatee, or transferee shall acquire no right or interest by reason of such
attempted assignment, hypothecation, or transfer. Unless specifically stated to the contrary in
City's written consent, any assignment, hypothecation, or transfer shall not release or discharge
Developer from any duty or responsibility under this Agreement.
20.8. Binding Effect. Each and all of the covenants and conditions shall be
binding on and shall inure to the benefit of the Parties, and their successors, heirs, personal
representatives, or assigns. This section shall not be construed as an authorization for any Party to
assign any right or obligation.
20.9. No Third-Party_ Beneficiaries. There are no intended third-party
beneficiaries of any right or obligation assumed by the Parties.
20.10. Invalidity; Severability.If any portion of this Agreement is declared invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions
shall continue in full force and effect.
20.11. Compliance with Laws. Developer, is agents, employees, contractors and
subcontractors shall comply with all federal, state and local laws in performing this Agreement.
20.12. Compliance with Labor Code. This Agreement is subject to,and Developer
agrees to comply with,all of the applicable provisions of the Labor Code including,but not limited
to, the wage and hour, prevailing wage, workers compensation, and various other labor
requirements in Division 2,Part 7 Chapter 1 including Sections 1720 to 1740, 1770 to I780, 1810
to 1825, 1860 and 186I, which provisions are specifically incorporated herein by reference as
though set forth herein in their entirety. Developer shall expressly require compliance with the
provisions of this Section in all agreements with contractors and subcontractors for the
performance of the improvements hereunder, if seeking reimbursement or fee credits.
20.13. Consent to Jurisdiction and Venue. This Agreement shall be construed in
accordance with and governed by the laws of the State of California. Any legal action or
proceeding brought to interpret or enforce this Agreement, or which in any way arises out of the
Parties' activities undertaken pursuant to this Agreement, shall be filed and prosecuted in the
appropriate California State Court in San Bernardino County, California. Each Party waives the
benefit of any provision of state or federal law providing for a change of venue to any other court
or jurisdiction including, without limitation, a change of venue based on the fact that a
governmental entity is a party to the action or proceeding, or that a federal right or question is
involved or alleged to be involved in the action. or proceeding. Without limiting the generality of
the foregoing waiver, Developer expressly waives any right to have venue transferred pursuant to
California Code of Civil Procedure Section 394.
20.14. Attorneys' Fees and Costs. If any arbitration, lawsuit, or other legal action
or proceeding is brought by one Party against the other Party in connection with this Agreement
or the Property, the prevailing party, whether by final judgment or arbitration award, shall be
entitled to and recover from the other party all costs anal expenses incurred by the prevailing party,
including actual attorneys' fees ("Costs"). Any judgment, order, or award entered in such legal
action or proceeding shall. contain a specific provision providing for the recovery of Costs, which
shall include, without limitation, attorneys' and experts' fees, costs and expenses incurred in the
following: (a) post judgment motions and appeals, (b) contempt proceedings, (c) garnishment,
levy, and debtor and third-party examination, (d) discovery, and (e) bankruptcy litigation. This
section shall survive the termination or expiration of this Agreement.
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levy, and debtor and third-party examination, (d) discovery, and (e) bankruptcy litigation. This
section shall survive the termination or expiration of this Agreement.
20.15. Counterparts. This Agreement may he executed in counterpart originals,
which taken together, shall constitute one and the same instrument.
CITY OF GRAND TERRACE DEVELOPER: R-ab-4_X''+.fVy 1JU0Qll' 'T
a Ga1 niA Corpor+fta
By * By:
Its: or 'Darn Me
ATTEST: ATTEST:
By: _/a By.
City Clerk C ebv`a L,,'rnomct,g sL r 2CGG-r $ar7 SY
NOTE: DEVELOPER'S SIGNATURES SHALL BE DULY NOTARIZED, AND
APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED
BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR
REGULATIONS APPLICABLE TO DEVELOPER'S BUSINESS ENTITY.
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ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.
State of California
County of , 1Ao- RW jA C 1Ao
On MAC 21 ?a r before me, hi 612A `.
insert name and title of the officer)
personally appeared N01 J) 6'. "A144)
who proved to me on the basis of satisfactory evidence to be the person($)whose name(M is/are
subscribed to the within instrument and acknowledged to me that he/sbeAh" executed the same in
hislhefMieir authorized capacity(ies), and that by hislhefftheir signature) on the instrument the
person(o, or the entity upon behalf of which the person acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
DEW L.THOJNAS
WITNESS my hand and official seal.ra"'Cornmisslon*2130209
Notary Puhllc-California =
San Bernardino County
My Comm.Ex Tres Nov 10,2019
Signature 1. Seal)
EXHIBIT "A"
LEGAL DESCRIPTION
PARCEL MAP NO. 19384 IN THE CITY OF GRAND TERRACE, COUNTY OF SAN
BERNARDINO, STATE OF CALIFORNIA. BEING A SUBDIVISION OF THAT PORTION OF
PROPERTY DESCRIBED AS FOLLOWS;
COMMENCING AT THE NORTHWEST CORNER OF LOT 36, SECTION 5, TOWNSHIP 2
SOUTH, RANGE 4 WEST, SAN BERNARDINO BASE AND MERIDIAN, ACCORDING TO THE
MAP OF LANDS OF EAST RIVERSIDE LAND COMPANY, 1N THE COUNTY OF SAN
BERNARDINO, STATE OF CALIFORNIA, AS PER PLAT RECORDED IN BOOK 6 OF MAPS,
PAGE 44, RECORDS OF SAID COUNTY; THENCE SOUTH ALONG THE WEST LINE OF
SAID LOT, 387.5 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING
SOUTH 77.5 FEET; THENCE AT RIGHT ANGLES EAST AND PARALLEL TO THE NORTH
LINE OF SAID LOT 36, 280 FEET; THENCE AT A RIGHT ANGLE NORTH AND PARALLEL
WITH THE WEST LINE OF SAID LOT 36, 77.5 FEET; THENCE AT RIGHT ANGLE WEST
AND PARALLEL TO THE NORTH LINE OF SAID LOT 36, 280 FEET TO THE POINT OF
BEGINNING.
EXHIBIT "C"
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