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2020/09/23 Tax Liens Lien Agreement - Tract No. 32102-19t23t2020 Batch 7624406 Confirmation NO FEE DOCUMENT Government Code {6103 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: CITY OF MENIFEE 29774 Haun Road Menifee, California Attention: City Clerk DOC # 2020-0E,52860 Ogl23l2120 04:04 PM Fees: $0.00 Page 1 of 78 Recorded in Official Records County of Riverside Peter Aldana Assessor-County Clerk-Recorder "This document was electronically submitted to the County of Riverside for recording.. Receipted by: TERESA #134 LIEN AGREEMENT THIS LIEN AGREEMENT ("Lien Agreement") is made and entered into this 27th dav of Aueust. 2020 by and between the CITY OF MENIFEE, a California municipal corporation ("City") and DIAMOND BROTHERS FIVE PARTNERSHIP, LB a California limited partnership ("Owner"). RECITALS A. Owner has submitted to the City for its approval two residential projects, 1) Tract No. 32t02-L, a proposed development comprised of one hundred and thirty two (132) single family residential homes, one (1) public park, and twelve (12) open space lots and 2) Tract No. 321,02, a proposed development comprised of one hundred and twenty four (124) single family residential homes and thirteen (13) open space lots, located in the City of Menifee, County of Riverside, State of California (the "Project"). B. ln connection with the Project, Owner has applied to City for approval of two Final Maps pursuant to Government Code Section 6il34 ("the Subdivision Code') for FinalTract Map 32102'L and Final Tract Map 32702 ("Final Maps") for real property located within City, a legal description of which is attached hereto as Exhibit 'A" (the "Property"). C. The conditions of approval for the Tentative Tract Map for the Property require Owner to construct certain site improvements ("the Public lmprovements") on or in the vicinity of the Property that once completed, subject to City Council approval, will be accepted by the City as Public lmprovements. The Public lmprovements, attached as Exhibit "8", are incorporated herein by this reference. https://gs.secure-recording.com/Batch/Confi rm alion 17 624406 1t2 9t23t2020 Batch 7624406 Confirmatron DOC#2020-0452860 Page 2 of78 D. As part of the construction of the Public lmprovements, the City has requested security to guarantee the completion of the Public lmprovements. E. Since Owner will not complete the Public lmprovements prior to the City's approval of the Final Map, Menifee Municipal Code section 7.80.050 requires Owner to enter into a subdivision improvement agreement with the City for the completion of the Public lmprovements, which includes a provision requiring an improvement security. F. Owner and the Clty have entered into separate subdivision improvement agreements for the construction of road and drainage improvements, water system improvements, sewer improvements, and survey monument improvements for the Final Maps, titled 'Agreement for the Construction of Road and Drainage lmprovements," 'Agreement for the Construction of Domestic Water System lmprovements," 'Agreement for the Construction of Recycled Water System lmprovements," 'Agreement for the Construction of Sewer System lmprovements," and 'Agreement for the Placement of Survey Monuments," hereinafter referred to as the "Subdivision lmprovement Agreements" attached hereto as Exhibit "D." G. The City is authorized pursuant to California Government Code Section 56499 and section 7.80.050(C) of the Menifee Municipal Code to accept the security proposed by Owner by entering into an agreement ("Lien Agreement") in satisfaction of the security obligations contained in the Subdivision lmprovement Agreements. H. City has found and determined that it would not be in the public interest to require the installation of the Public lmprovements sooner than two years after recordation of the Final Map. OPERATIVE PROVISIONS NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledged, the Parties hereto agree as follows: https://gs.secure-recording. com/Batch/Confi rmalion 17 624406 2t2 l. Owner has provided a title insurance policy and current title report to the City from a title company approved by the City and issued within the 60 days prior to the execution of this Lien Agreement that documents that the Owner is the record owner of the Property and the Property is not subject to any mortgages, deeds of trust, or judgment liens. l. Owner Performance and Oblieations A. Owner hereby Brants to City, in accordance with the terms and conditions of this Lien Agreement, a lien upon the Property as security for the following obligations of Owner (collectively, the "Obligations"): (1) Construction of the Public lmprovements specified in Exhibit "B" attached hereto; provided, however, that Owner's obligation hereunder shall extend to the actual cost of the construction of the Public lmprovements as detailed in the Subdivision lmprovement Agreements, notwithstanding that such costs may exceed the estimate set forth in Exhibit "C" attached hereto (the "Security Amount"); and (2) Payment of the balance of the fees or provision of the Public lmprovements or services described in the Subdivision Code (collectively, "Fees"), in the amount required in accordance with the Subdivision Code, as determined appropriate by the Director of Public Works. This Lien secures the Obligations and the remedies provided herein for breach of the Obligations. B. For so long as title to the property remains subject to this Lien Agreement, Owner shall not: (1) commence work other than grading on any portion of the Public improvements except as necessary to correct or prevent threats to the public health, safety or general welfare with the consent of the City; or (2) sell or permit the sale of any lot shown on the Final Map. Notwithstanding the above, fee title to the entire property encumbered by this Lien Agreement or not less than 50 lots designated on the Final Map per transaction may be sold in the aggregate to a single purchaser, provided that the proposed purchaser, prior to assuming title to the property, executes a new lien agreement or provides such alternative security, as may be required by the City of Menifee and executes a new Subdivision lmprovement Agreement(s) with the City. C. Prior to commencing the installation and/or construction of any portion of the Public lmprovements required by the Subdivision lmprovement Agreements, Owner shall deposit fees for inspection, tests and other related purposes, and shall substitute other forms of security satisfactory to City in place of this Lien Agreement. Grading of the Property shall not be considered construction of the Public lmprovements for the purposes of this Lien Agreement and Owner is not required to substitute other forms of security in place of this Lien Agreement prior to commencing grading. E. Owner shall provide all substitute forms of security in the amounts and for the purposes set forth in the Subdivision lmprovement Agreements, except that the amounts shall be calculated using the estimated cost of the Public lmprovements at the time of substitution, as ascertained by City. F. Owner shall substitute acceptable security for this Lien Agreement and commence construction of the Public lmprovements required by the Subdivision lmprovement Agreements within three (3) years following the date of recordation of the Final Map. At its sole discretion, the City may grant up to three extensions of time for one year each. For each extension of time, Owner shall provide a title insurance policy and current title report from a title company approved by the City, and issued within 50 days prior to the request for an extension of time, that documents that Owner is the record owner of the real property to be divided as identified on the Final Map and the real property to be divided is not subject to any mortgages, deeds of trust, or judgment liens. G. Owner shall pay the Fees related to the work required by the Subdivision lmprovement Agreements for which the Fees are required prior to issuance of any building permit or, if permitted by the City, prior to occupancy. H. Owner agrees that if suit is brought upon this Lien Agreement, all costs and reasonable expenses and fees incurred by the City in successfully enforcing Owner's obligations shall be paid by Owne; including attorneys' fees, and that, upon entry of judgment, all such costs, expenses and fees shall be taxed as costs and included in any judgment rendered. l. Owner agrees to indemnify, and hold harmless, the City, its officers, employees and agents from any liability whatsoever based or asserted upon: (i) any act or omission of Owner, its employees and agents relating to or in any way connected with the accomplishment of work, obligations, or performance of service under this Lien Agreement; or (ii) the approval of this Lien Agreement. As part of the foregoing indemnity, Owner agrees to protect and defend, with counsel selected by City, at Owner's own expense, including attorneys' fees, the City, its officers, employees and agents in any legal action based upon such alleged acts or omissions. ll. City's Performance and Obligations A. Following (1) City's approval of the substitute forms of security submitted by Owner; (2) deposit by Owner of fees for inspections, tests and other specific purposes; and (3) Owner's payment or other performance of the obligations encompassed by the Subdivision lmprovement Agreements, performance of which are secured by this Lien Agreement, City shall release the Property from the provisions of this Lien Agreement, and shall execute any necessary release to enable Owner or its transferee to clear the record of title of the Property so released of the lien herein imposed. B. ln no instances shall this Lien Agreement compel the City to construct the required Public lmprovements. lll. Owner's Representations and Warranties Owner represents and warrants that no lots within the Property have been sold, no construction permits (including but not limited to grading permits and building permits) have been issued and are active for all or part of the Property, and no construction of any of the Public lmprovements has commenced. lV. Effect of Lien Agreement A. From the date of recordation of this Lien Agreement, a lien shall attach to the Property which shall have the priority of a judgment lien in an amount necessary to discharge all obligations contained in the Subdivision lmprovement Agreements and any associated Fees. Under no circumstances shall the City agree to subordinate the lien. B. Owner shall have the right to convey or sell fee title to the entire property, or a portion thereof, encumbered by this Lien Agreement, so long as the purchaser agrees in writing to accept and be bound by the terms and provisions of this Lien Agreement, the applicable Subdivision lmprovement Agreements, and the Fees, or has provided alternative security acceptable to the City. Any new lien agreement entered into by a purchaser of the Property must provide for completion of the Public lmprovements by the same date as is specified herein. C. This Lien Agreement shall expire upon release of the Property by the City, except that Owner's obligation to commence the Public lmprovements within three (3) years from the date of recordation of this Lien Agreement (or such date as may have been extended in accordance with the Subdivision Code), as described in Section I (F) above, shall not expire but shall remain in full force and effect until satisfactory completion of the Public lmprovements in full compliance with the Subdivision lmprovement Agreements. D. Notwithstanding any provisions of the Subdivision Code to the contrary, so long as this Lien Agreement is utilized for security as described herein, the City is not obligated to accept offers of dedication for street or drainage purposes on the property. V. Events of Default Upon the occurrence of any one of the following events, Owner shall be deemed in default hereunder: A. Filing of any proceedings or action by or against Owner to declare Owner bankrupt or to appoint a receiver or trustee for Owner or to make an assignment for the benefit of creditors or to do anything else of a similar nature or purpose under any state or federal bankruptcy or insolvency laws, if such proceedings or actions are not discharged within (60) days. B. Levy of any attachment or writ of execution against Owner and the Property whereby the Property is taken or occupied or attempted to be taken or occupied by someone other than Owner and such attachment or execution is not released within 60 days. C. Sale of any lot shown on the Final Map prior to release of the lien created by this Lien Agreement, except as provided in subparagraph lV (B). D. Request by Owner of issuance by the Department of Real Estate of the Final Subdivision Public Report for the Property. E. Breach by Owner of any other term or condition of this Lien Agreement or the Subdivision lmprovement Agreements or Owner's failure to fully and faithfully discharge its obligations hereunder within the time specified in Section Vl below. All References to Owner in this section shall be deemed to include Owner's successors, assignees, and transferees. Upon the occurrence of any of the events described in Section V, above, City may declare a breach of this Lien Agreement by if Owner does not cure such violation within 90 days after Owner's receipt of written notice from the City (or, if not curable within 90 days, within such period of time as is reasonably necessary, but in no event more than 180 days, provided Developer diligently commences and pursues such cure and indemnifies the City for all related costs, of whatever kind) and City may exercise any one or more of the following remedies: A. Pursue any or all if the remedies provided in the Subdivision lmprovement Agreements; B. Enforce this lien by appropriate action in court or as provided by law and in the event of enforcement is by action in court, the Owner agrees that the amount of said lien shall include reasonable attorneys'fees which shall be taxed as a cost in any suit for such enforcemenq C. Estimate the cost of the work required to complete the Public lmprovements, and all fees, and foreclose said lien in said amounU D. lnitiate proceedings for reversion of the Property within the land division to acreage, at the expense of the Owner, in accordance with the provisions of the Subdivision Map Act; E. Pursue any other remedy, legal or equitable, for the foreclosure of a lien. Owner, its heirs and assigns, shall pay reasonable attorneys'fees to be taxed as cost in said proceedings. Vll. General Provisions A. Recordation. This Lien Agreement shall be recorded by City with the County Recorder immediately following execution of this Lien Agreement indexed by (1) all parties hereto, and (2) all parties having any record title interest in the subject real property, pursuant to Government Code Section 66436, acknowledge subordination of their interest of this Lien Agreement. B. Continsencv. This Lien Agreement shall not take effect until it has been approved by the City Council of the City of Menifee Vl. Citv's Remedies C. Entire Agreement. This Lien Agreement together with all exhibits and other agreements expressly referred to herein, constitutes the entire agreement between the parties with respect to the subject manner contained herein. All prior or contemporaneous agreements, understandings, representations, warranties, and statements, oral or written are superseded. D. Further Assurances. The parties agree to perform such further acts and to execute and deliver such additional documents and instruments as may be reasonably required in order to carry out the provisions of this Lien Agreement and the intentions of the parties. E. Governing Law. This Lien Agreement shall be governed, interpreted, construed, and enforced in accordance with laws of the State of California. F. Headings. The captions and section headings used in this Lien Agreement are inserted for convenience of reference only and are not intended to define, limit or effect construction or interpretation of any term or provision hereof. G. Modification, Waiver. No modification, waiver, amendment or discharge of this Lien Agreement shall be valid unless the same is in writing and signed by all parties. H. No Other lnducement. The making, execution and delivery of this Lien Agreement by the parties hereto have been induced by no representations, statements, warranties, or agreements other than those expressed herein. l. Severabilitv. lf any term, provision, covenant, or condition of this Lien Agreement is held to be invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the remainder of this Lien Agreement shall not be effected thereby, and each term, provision, covenant, or condition of this Lien Agreement shall be valid and enforceable to the fullest extent permitted by law. CITY OF MENIFEE, a M unicipal Corporation of the State of California By Name Its: City Manager ATTEST. k APPROVED AS TO FORM rney DIAMOND BROTHERS FIVE PARTNERSHIP, LP a California limited partnership By: Name: Its: Chia o- General Partner lt/obt-r( ero 4#r.-totrrol- ACKNOWLEDGMENT State of California County of Los Angeles ) On 9 /27 /zozrt before me,Kailin Zhang "Notary Public" (insert name and title of the officer) personally appeared 6q L n who proved to me on the ba satisfactory evidence to person(s name(s) is/r subscribed to the within instrument and acknowledged to me that he/shc#rufexecuted the same in his/he/lhsi?Ethorized capacity(ies), and that by hisAurTfiEtt signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal.(9 F(J tD Signature (Seal) 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 valid of that document. KAILIN ZHANG c0MM,..2277300 NOTARY PUBLIC.CALIFORNIA LOS ANGELES COUNIY T,ermMy 2023Exp.14,Fehuary Lie^ Ag"'-t'"qr EXHIBIT "A" LEGAT DESCRIPTION FOR TRACT NO.32102-1 LIEN AGREEMENT BEING THOSE PORTIONS OF PARCEL A AND PARCEL B OF LOT LINE ADJUSTMENT NO. 05221, RECORDED NOVEMBER 26,2OO8 AS INSTRUMENT NO. 2008-0627851 OF OFFICIAL RECORDS OF RIVERSIDE COUNW, STATE OF CALIFORNIA, LOCATED WITHIN THE EAST HALF OF SECTION 36, TOWNSHIP 5 SOUTH, RANGE 3 WEST, SAN BERNARDINO MERIDIAN, SAID PORTIONS BEING DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST OF SAID PARCEL B OF SAID LOT LINE ADJUSTMENT NO. 05221 ALSO BEING ON THE CENTERLINE OF LINDENBERGER ROAD (50 FEET HALF WTDTH) AS SHOWN ON SAtD LOT LINE ADJ USTMENT NO. 05221.; THENCE ALONG SAID CENTERLINE AND ALONG THE WEST LINE OF SAID PARCEL B, NORTH OO"3O'25" EAST, 2,549.89 FEET TO THE NORTH WEST CORNER OF SAID PARCEL B: THENCE LEAVING SAID CENTERLINE AND WEST LINE, SOUTH 89"01'07'' EAST, 5O.OO FEET TO THE EASTERLY RIGHT OF WAY OF SAID LINDENBERGER ROAD; THENCE ALONG SAID EASTERLY RIGHT OF WAY LINE, SOUTH 00"30'26'' WEST, 282.43 FEET; THENCE SOUTH 39'52'38' EAST, 26.24 FEET; THENCE SOUTH 89"29'32' EAST, 77.99 FEET; THENCE NORTH 51"50'53" ERSI 32.02 FEET; THENCE SOUTH 89"29'32" EAST,56.OO FEET; THENCE SOUTH OO"3O'28" WEST, L4L.82 FEET, TO THE BEGINNING OF TANGENT CURVE CONCAVE CAVE EASTERLY, HAVING A RADIUS OF 272.00 FEET; THENCE SOUTHERLY ALONG SAID CURVE 203.69 FEET THROUGH A CENTRAL ANGLE OF 42"54'23" TO A NON-TANGENT LINE TO WHICH A RADIAL LINE BEARS NORTH 47"36'05" EAST; THENCE ALONG SAID NON-TANGENT LINE NORTH 71"23'47" EAST, 105.40 FEET; THENCE LEAVING SAID NON-TANGENT LINE SOUTH 89"01'07'' EAST, 39O.OO FEET; THENCE SOUTH 72"15'OO'' EAST, 55.85 FEET; THENCE NORTH 34"50'OO" EAST, 14.52 FEET, TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 272.0A FEET; THENCE NORTHEASTERLY ALONG SAID CURVE 46.59 FEET THROUGH CENTRAL ANGLE OF 09"48'53" TO A NON-TANGENT LINE TO WHICH A RADIAT LINE BEARS NORTH 64"58'53" WEST; THENCE ALONG SAID NON-TANGENT LINE SOUTH 64'58'53" EAST, 56.00 FEET; 10F3 THENCE LEAVING SAID NON-TANGENT LINE SOUTH 79"49'47" EAST, 126.32 FEET; THENCE SOUTH 34"50'OO" WEST, 318.47 FEET; THENCE SOUTH 55"10'OO' EAST, 176.00 FEET; THENCE NORTH 34"50',00" EASI 13.11 FEET; THENCE SOUTH 55"10'OO" EAST, 283.81 FEET; THENCE SOUTH 54"08'21" EAST, 57.71 FEET; THENCE SOUTH 55"10'OO" EAST, 61.24 FEET; THENCE SOUTH 51"40'OO" WEST, 17.85 FEET; THENCE SOUTH 36"37'26" WEST, 116.62 FEET; THENCE NORTH 75"10'OO' WEST, 5.73 FEET TO THE BEGINNING OF A NON.TANGENT CURVE CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 48.00 FEETTO WHICH A RADIAL LINE BEARS NORTH 75"08'07'' WEST; THENCE SOUTHWESTERLY ALONG SAID CURVE 33.48 FEET, THROUGH A CENTRAL ANGLE OF 39"58'07" TO A NON.TANGENT LINE TO WH]CH A RADIAL LINE BEARS NORTH 35"10'OO" WEST; THENCE ALONG SAID NON-TANGENT LINE SOUTH 35"10'OO'' EAST, 33.12 FEETTO THE NORTHWESTERLY RIGHT OF WAY LINE OF DOMENIGON! PARKWAY; THENCE LEAVING SAID NON-TANGENT LINE SOUTHWESTERLY ALONG SAID NORTHWESTERLY RIGHTOF WAY LINE, SOUTH 34"22'33" WEST, 794.48FEET; THENCE LEAVING SAID NORTHWESTERLY RIGHT OF WAY LINE, SOUTH 85"22'55" WEST, 58.84 FEET TO THE NORTHEASTERLY RIGHT OF WAY LINE OF SAID LINDENBERGER ROAD; THENCE NORTHWESTERLY ALONG SAID NORTHEASTERLY RIGHT OF WAY LINE NORTH 55"37'51" WEST, 440.39 FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 811.53 FEETTO WHICH A RADIAL LINE BEARS NORTH 32"47'27" EAST; THENCE NORTHWESTERLY ALONG SAID CURVE 619.35 FEET, THROUGH A CENTRAL ANGLE OF 43"43'40" TO THE EASTERLY RIGHT OF WAY LINE OF SAID TINDENBERGER ROAD; II{ENCE SOUTH ALONG SAID EASTERLY RIGHT OF WAY LINE SOUTH 00"30'26" WEST, 161.47 FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 1,150.00 FEET, TO WHICH A RADIAL LINE BEARS NORTH 66'26'05'' EASI SAID POINTALSO BEING ON THE WESTERLY RIGHT OF WAY LINE OF SAID LINDENBERGER ROAD; THENCE LEAVING SAID EASTERLY RIGHT OF WAY LINE SOUTHEASTERLY ALONG SAID WESTERLY RIGHT OF WAY LINE AND ALONG SAID CURVE 330.93 FEET, THROUGH A CENTRAL ANGLE OF 16'29'15''; THENCE SOUTH 07"5L'57" EAST, 5.75 FEET; 20F3 THENCE SOUTH 36"L5',47" EASI 93.88 FEET; THENCE SOUTH 78"08'03" EAST, 24.84 FEET TO THE BEGINNING OF A NON.TANGENT CURVE CONCAVE WESTERLY HAVING A RADIUS OF 1,150.00 FEET TO WHICH A RADIAL LINE BEARS NORTH 44"O3'10" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE, 152.93 FEET, THROUGH A CENTRAL ANGLE OF 07"37'LO"; THENCE CONTINUING ALONG SAID WESTERLY RIGHT OF WAY LINE, SOUTH 53"34'OO" EAST 104.22 FEET; THENCE SOUTH 55"37'26" EAST, 259.88 FEET; THENCE LEAVING SAID WESTERLY RIGHT OF WAY LINE, SOUTH 07"03'02'' EAST, 45.28 FEET TO THE NORTHWESTERLY RIGHT OF WAY LINE OF SAID DOMENIGON] PARKWAY; THENCE ALONG SAID NORTHWESTERLY RIGHT OF WAY LINE, SOUTH 34"22'33" WEST, 639.79 FEET TO THE SOUTHERLY LINE OF SAID PARCEL B OF SAID LOT LINE ADJUSTMENT; THENCE LEAVING SAID NORTHWESTERLY RIGHT OF WAY LINE AND ALONG SAID SOUTHERLY LINE, NORTH 89"18'52" WEST, 374.82 FEETTO THE POINT OF BEGINNING. CONTAINING 43.630 ACRES, MORE OR LESS. THE REAL PROPERTY DESCRIPTION HAS BEEN PREPARED BY ME OR UNDER MY DIRECTION, IN CONFORMANCE WITH THE PROFESSIONAL LAND SURVEYORS ACT. PREPARED UNDER THE SUPERVISION OF: I /rc /,*- ROBERT SCIPIOBLUME P.L.S. NO.9154 REG. EXP. O3/3712L DATE No 9154 S LA CAu -/. o_ 30F3 LEGAL DESCRIPTION FOR TRACT NO.32102 LIEN AGREEMENT BEING THOSE PORTIONS OF PARCEL A AND PARCEL B OF LOT LINE ADJUSTMENT NO. 05221, RECORDED NOVEMBER 26,2008 AS INSTRUMENT NO. 2008-0627581 TOGETHER WITH A PORTION OF PARCEL 4 OF LOT LINE ADJUSTMENT NO. 4874, RECORDED JUNE 24, 2OO5 AS INSTRUMENT NO. 2005-0501.831 BOTH OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA LOCATED WITHIN THE EAST HALF OF SECTION 35, TOWNSHIP 5 SOUTH, RANGE 3 WEST, SAN BERNARDINO MERIDIAN, SAID PORTIONS BEING DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID PARCEL 8 OF SAID LOT LINE ADJUSTMENT NO. 05227, SAID CORNER ALSo BEING ON THE CENTERLTNE OF LTNDENBERGER ROAD (50 FEET HALF WTDTH) AS SHOWN ON SAID LOT LINE ADJUSTMENT NO.05221; THENCE SOUTH 89"O1'O7" EAST 5O.OO FEET ALONG THE NORTH L]NE OF SAID PARCEL B SOUTH TO THE EASTERLY RIGHT OF WAY LINE OF LINDENBERGER ROAD SAID POINT ALSO BEING THE TRUE POINT OF BEGINNING; THEI{CE CONTINUING ALONG THE NORTH LINE OF SAID PARCEL B AND THE NORTH LINE OF SAID PARCEL A, SOUTH 89"01'07" EAST, 1,263.35 FEET; THENCE ALONG THE WEST LINE OF SAID PARCEL A AND THE WEST LINE OF SAID PARCEL 4 OF SAID LOT LINE ADJUSTMENT NO. 4874 NORTH 00"32'58'' EASI 325.23 FEET; THENCE LEAVING SAID WEST LINES SOUTH 80'07'02" EAST, 449.45 FEET TO THE BEGINNING OF A NON- TANGENT CURVE CONCAVE EASTERLY, HAVING A RADIUS OF 1,2OO.OO FEET TO WHICH A RADIAL LINE BEARS NORTH 80'07'02" WEST; THENCE SOUTHERLY ALONG SAID CURVE ,822.39 FEET THROUGH A CENTRAL ANGLE OF 39'15'58"; THENCE SOUTH 29"23'OO'' EAST, 81..13 FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE SOUTH EASTERTY, HAVING A RADIUS OF 2,076 FEET, TO WHICH A RADIAL LINE BEARS NORTH 32"L6'L7" WEST, SAID POINT ALSO BEING ON THE NORTHERLY RIGHT OF WAY LINE OF DOMENIGONI PARKWAY; THENCE SOUTHWESTERLY ALONG SAID CURVE AND SAID NORTHERLY RIGHT OF WAY LlNE, 846.14 FEET THROUGH A CENTRAL ANGLE OF 23"2L'IO''; THENCE CONTINUING ALONG SAID NORTHERLY RIGHT OF WAY LINE, SOUTH 34"22'33" WEST, 125.85 FEET; 10F3 THENCE LEAVING SAID NORTHERLY RIGHT OF WAY LINE, NORTH 3S"10'OO" WEST, 33.12 FEET TO A NON- TANGENT CURVE CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 48.00 FEET, TO WHICH A RADIAL LINE BEARS SOUTH 35"10'OO" EAST; THENCE NORTHEASTERLY ALONG SAID CURVE, 33.48 FEET, THROUGH A CENTRAL ANGLE OF 39"58'07" TO A NON-TANGENT LINE TO WHICH A RADIAL LINE BEARS NORTH 75"O8'O7" WEST; THENCE SOUTHEASTERLY ALONG SAID NON-TANGENT LINE, SOUTH 75"10'OO'' EAST, 5.73 FEET; THENCE LEAVING SAID NON-TANGENT LINE, NORTH 36"37'26" EAST, 116.62 FEET; THENCE NORTH 51"40'OO" EAST, 1.7.85 FEET; THENCE NORTH 55"1.0'OO'' WEST, 67,24 FEET; THENCE NORTH 64"A8'2L" WEST, 57,7LFEEI; THENCE NORTH 55"10'00" WESI283.81 FEET; THENCE SOUTH 34"50'OO'' WEST, 13.11. FEET; THENCE NORTH 55"10'OO" WEST, 176.00 FEET; THENCE NORTH 34"50'OO" EAST, 318.47 FEET; THENCE NORTH 79"49'47" WEST, L26.32FEET; THENCE NORTH 64"58'53'' WEST, 56.00 FEETTO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 272.00 FEET, TO WHICH A RADIAL TINE BEARS NORTH 64"58'53" WEST; THENCE SOUTHWESTERLY ALONG SAID CURVE,46.59 FEET THROUGH A CENTRAL ANGLE OF 09"48'53''; THENCE SOUTH 34"50'OO" WEST, IA.52 FEET; THENCE NORTH 72"L5'OO" WEST, 55.85 FEET; THENCE NORTH 89'01'07" WEST, 39O.OO FEET; THENCE SOUTH 7I"23'47" WEST, 105.40 FEETTO THE BEGININNING OF A NON-TANGENT CURVE CONCAVE EASTERLY, HAVING A RADIUS OF 272.00 FEET TO WHICH A RADIAL LINE BEARS NORTH 47"36'05" EAST; THENCE NORTHERLY ALONG SAID CURVE, 203.69 FEET THROUGH A CENTRAL ANGLE OF 42"54'23''; THENCE NORTH OO'30'28'' EAST, 141.82 FEET; THENCE NORTH 89"29'.32" WESI 56.00 FEET; THENCE SOUTH 5]."50'53'' WEST,32.02 FEET; THENCE NORTH 89"29'32" WEST, 77,99 FEE-I; THENCE NORTH 39'52'38" WEST, 26.24 FEET TO THE EASTERLY RIGHT OF WAY LINE OF SAID LINDENBERGER ROAD; 20F 3 THENCE NORTHERLY ALONG SAID EASTERLY RTGHT OF WAy LtNE, NORTH 00"30',28,' EASI 282.41 FEET TO THE TRUE POINTOF BEGINNING CONTAINING 32.81-5 ACRES, MORE OR LESS. THE REAL PROPERTY DESCRIPTION HAS BEEN PREPARED BY ME OR UNDER MY DIRECTION, IN CONFORMANCE WITH THE PROFESSIONAL IAND SURVEYORS ACT. PREPARED UNDER THE SUPERVISION OF: ROBERT DATE P.L.S. NO.91s4 REG. EXP. O3|3L/2L SC No. 9154 30F3 EXHIBIT ,'8" - LIST OF PUBTIC IMPROVEMENTS AND ESTIMATED COSTS Menifee Village - Tract 32102-1 and Tract 32102 lmprovement Cost Estimates 8lL4/2020 Revised Tr 32t02-L Dwg No 1 lmprovements Streets and Drainage Street Lights Signing and Striping RCFCD Drainage Facilities Domestic Water Recycled Water Sewer sg,336,ooo s6,454,000 s5o9,ooo s663,500 St 91,5oo s518,ooo 19-053 19-0s3S 19-053St 19-0s3SS 19-055SD 19-053U 19-053U 19-053U Tr 32LO2 $3,314,000 s2,235,000 So s582,000 s107,000 S390,ooo Dwg No. 19-056 19-0s6S r.9-0s6sL 19-056SS 19-056U 19-0s6U 19-056U TOTAL S11,65o,ooo sg,6gg,ooo s5o9,ooo s1,245,500 S298,500 S908,ooo 2 Monument Bond NOTE: The lmprovement Estimated Costs include the City required 2O%o as required by Menifee Municipal Cod 7.80.050 s185,760 TR 32102-1 s161,280 TR 32102 S11,997,040 Total for Lien in Lieu Bond S11,997,0a0 O '1,b ' YD EXHIBIT ..C" DOVERSPIKE & ASSOCTATES, INC. Reo/ Estote Approisers. Consuifonls & Brokeroge 4i919 Moreno Rood Iemeculo, CA92590 Tel: 95 I -67 6-4 5A I - Fox; 95 l -667-3462 August 15,2020 Diomond Brother Five Portnership, Lp c/o Ron Sullivon 3200 E Guosti Rood # 100 Ontorio, CA91761 Re A 256-lot sing/e fomily subdivision being opproised os o fino/ mop locofed on 180.58 ocres of land with o communify focilifies disfn'ct (CFD)considered, locofed on the norfh side of Domenigo ni Parkwoy bofh eost ond wesf of Lindenberger Rood. in fhe City of Menifee, Riverside Counfy, CA g2SB4. ApNs: 340-050-032 and 034. Deor Sir: As requested, I hove performed on opproisol using o Restricted Approisol formot to opine the Prospective Morket Volue of the obove referenced subject property considering o CFD to be ploced on the subject property by the new buyer for bonding purposes. The depth of discussion contoined within this report is specific to the needs of the itient. The opproiser is not responsible for unouthorized use of this report. Bosed upon the herein described investigotion ond onolyses, I om of the opinion thotthe Prospective Morket Volue of the fee simple estote interest in the underlying lond os o 256-lot single-fomily subdivision with on opproved finol mop for bonding purpot"s, subject, to the Certificotion. the Assumptions ond Limiting Conditions, ony ossumptions or conditions noted within the Site Overview section, ond the Definitions stoted herein, os of Augu sl 1l,2120will be: ***$l 2,766,000*** Given the foct thot this opproisol is being used to support the sole of the subjectproperty for bonding purposes, no Exposure Time onolysis is included. Thonk you for the opportunity to serye your reol estote opproisol needs. Should youhove ony questions regording ony port of this opproisol report, pleose coll me of your convenience. Respectfully submitted, R tr"en-e*#- Roger Doverspike, MAI Stote Certified Generol Approiser Lic. #AG004194 20-014 DOVERSPIKE & ASSOCIATES INC. AGREEMENT FOR THE CONSTRUCTION OF SEWER SYSTEM IMPROVEMENTS TR32102; lP19-056U This Agreement for Construction of Sewer System lmprovements ("Agreement") is made and entered into by and between the City of Menifee, State of California, hereinafter called City, and Diamond Brothers Five Partnership, LP, hereinafter called Developer. WITNESSETH FIRST. Developer, as part of the City's consideration of the lmprovement Plans known as lP19-056U, hereby agrees, at Developer's own cost and expense, to furnish all labor, equipment and materials necessary to perform and complete, within Seven Hundred and ThirW Davs from the date this Agreement is executed, in a good and workmanlike manner, a sanitary sewer distribution system, complete with all necessary pipes, manholes, cleanouts, connections and appurtenances necessary to the satisfactory operation of said distribution sanitary sewer system. Developer further, to extend main or main or mains from the existing sewer system maintained and operated by Eastern Municipal Water District, to connect with the sanitary sewer system required to be constructed by this Agreement. All the above required work shall be in accordance with those plans and speciflcations which have been approved by the Public Works Director / City Engineer, office of the City of Menifee's Public Works / Engineering Department, and do all work incidental thereto in accordance with the standards set forth in City-adopted ordinances and City Standards and Specifications, as amended, or rts successor, which are hereby expressly made a part of this Agreement. All the above required work shall be done under the inspection of and to the satisfaction of the Public Works Director / City Engineer, and shall not be deemed complete until approved and accepted in writing as complete by the Public Works Director / City Engineer. Developer further agrees to maintain the above required improvements for a period of one year following acceptance by the City, and during this one year period to repair or replace, to the satisfaction of the Public Works Director / City Engineer, any defective work or labor done or defective materials furnished. Developer further agrees that all underground improvements covered by this Agreement shall be completed prior to the paving of any roadway. The estimated cost of said work and improvements is the sum of Three Hundred Ninetv Thousand and no/100 Dollars, $jglJqqQ, ("Estimated Cost"). 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 work 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. SECOND: Developer agrees to pay to City the actual cost of such inspections of the work and improvements as may be required by the Public Works Director / City Engineer. Developer shall, at its sole cost, expense and liability, pay all fees, charges, and taxes arising out of construction of the work performed pursuant to this Agreement, including, but not limited to fees for checking, filing, and processing of improvement plans and specifications and for inspecting the construction of said work. These fees must be paid in full prior to approval of the final map and improvement plans, unless such fees have not yet been assessed and are not yet due and payable. The fees referred to the above are not necessarily the only City fees, charges, or other cost that have been or will be imposed on the subdivision and its development, and this Agreement shall in no way exonerate or relieve Developer from paying such other applicable fees, charges and/or cost. Developer further agrees that, if suit is brought upon this Agreement or any improvement security guaranteeing the completion of the road and drainage improvements, all costs and reasonable expenses and fees incurred by City in successfully enforcing such obligations shall be paid by Developer, including reasonable attorney's fees, and that, upon entry of judgment, all such costs, expenses and fees shall be taxed as costs and included in any judgment rendered. Developer, not the City, shall be legally responsible for making any payment and/or taking any action required by any such judgment. THIRD: City shall not, nor shall any ofiicer or employee of City, be liable or responsible for any accident, loss, injury, or damage happening or occurring to the works specified in this agreement pnor to the completion and acceptance thereof, nor shall City or any ofiicer or employee thereof, be liable for any persons or property injured or damage by reason of the nature of the work, or by reason of the acts or omissions of Developer, its agents or employees, in the performance of the work, and all or said liabilities are assumed by Developer. Developer shall defend, indemnify, and hold harmless City, its elected ofiicials, ofiicers, employees, agents, and volunteers from any and all actual or alleged claims, demands, causes of action, liability, loss, administrative action of any federal, state, or local government 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 work contemplated under this Agreement, or performance of this Agreement. This indemnification includes, without limitation, the payment of all penalties, fines, judgments, awards, decrees, attorneys'fees, and related costs or expenses, and the reimbursement of City, its elected officials, officers, employees, and/or agents for all legal expenses, and cost 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 by the negligence or willful misconduct of City as determined by a court or administration 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, agents, or volunteers. FOURTH: The Developer hereby grants to City, or any agent or employee of City, the irrevocable permission to enter without any additional consent upon the lands of the subject land division for the purpose of completing the improvements. This permission shall terminate in the event that Developer has completed work within the time specified or any extension thereof granted by the City. Under such circumstances, Developer shall be responsible for any and all expenses, costs, liabilities, and fees (including attorneys'fees and litigation cost) ("Completion Costs") incurred by the City in connation with ensuring that the work contemplated by this Agreement. Developer shall remit such completion Costs to the City no more than thirty (30) days of the date that the City notifies Developer of such Completions Cost. Failure to remit the Completion Costs in a timely matter shall result in the City having the right to invoke any remedy provided by law including the encumbrance of the any property owned by Developer in the amount equal to any unpaid Completion Cost. FIFTH: The Developer shall provide adequate notice and warning to the traveling public of each and every hazardous or dangerous condition caused or created by the construction of the works of improvement at all times up to the completion and formal acceptance of the works of improvement. The Developer shall protect all persons from such hazardous or dangerous conditions in compliance with State law regulations and standards for traffic regulatory control methods, including, but not limited to, stop signs, regulatory signs or signals, barriers, or detours. SIXTH: Developer, its agents and employees, shall give written notice to the Public Works Director / City Engineer at least forty eight (48) hours before beginning any work. Developer shall provide the Public Works Director / City Engineer or his designee reasonable access to facilities for obtaining full information with respect to the progress and manner of work and shall fully cooperate with any investigation regarding the same. SEVENTH: lf Developer, its agents or employees, neglects, refuses, or fails to prosecute the work with such diligence as to insure its completion within the specified time, or within such extensions of time which have been granted by City, or if Developer violates, neglects, refuses, or fails to perform satisfactorily any of the provisions of the plans and specifications, Developer shall be in default of this Agreement and notice of such default shall be served upon Developer. City shall have the power, on recommendation of the Public Works Director / City Engineer, to terminate all rights of Developer as a result of such default. The determination by the Public Works Director / City Engineer of the question as to whether any of the terms of the Agreement or specifications have been violated, or have not been performed satisfactorily, shall be conclusive upon the Developer, and any and all parties who may have any interest in the Agreement or any portion thereof. The foregoing provisions of this section shall be in addition to all other rights and remedies available to City under this Agreement or the law. The failure of the Developer to commence or complete construction shall not relieve the Developer or surety from completion of the improvements required by this Agreement. EIGHTH: Developer agrees to file with City, prior to the date that this Agreement is executed, both a good and sufficient improvement security in an amount not less than the Estimated Costs of the work and improvements for the faithful performance of the terms and conditions of this Agreement, and good and sufficient security for payment of labor and materials in accordance with City-adopted ordinances to secure the claims to which reference is made in Title 15 (commencing with Section 3082) of Part 4 of Division 3 of the Civil Code of the State of California. Developer agrees to renew each and every bond, lien, or other approved form of improvement security, with good and sufiicient sureties or increase the amount of said improvement security, or both, within ten ('10) days after being notified by the Public Works Director / City Engineer that the sureties or amounts are insufficient. Notwithstanding any other provisions herein, if Developer fails to take such action as is necessary to comply with said notice, Developer shall be in default of this Agreement unless all required improvements are completed within ninety (90) days of the date on which the Public Works Director / City Engineer notified Developer of the insufiiciency of the security or the amount of the bonds, liens, or both. NINTH: lt is further agreed by and between the parties hereto, including the surety or sureties on the lien securing this Agreement, that, in the event it is deemed necessary to extend the time of completion of the work contemplated io be done under this Agreement, extensions of time may be granted in writing, from time to time, by City, either at its own option, or upon request of Developer, and such extensions shall in no way affect the vaiidity of this Agreement or release the surety or sureties on such lien. Developer further agrees to maintain the aforesaiO tien or liens in full force and effect during the terms of this Agreement, including any extensions of time as may be granted therein. TENTH: lt is understood and agreed by the parties hereto that if any part, term or provision of this Agreement is by the courts held to be unlawful and void, the validity of the remaining portions shall not be affected and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain that particular part, term or provision held to be invalid. ELEVENTH: This Agreement contains the entire Agreement of the parties as to the matters set forth herein. No waiver of any term or condition of this Agreement shall be a continuing waiver thereof. TWELFTH: ln any action or proceeding arising out of this Agreement, or the transactions contemplated hereby, the prevailing party therein shall be entitled to recover from the other party thereto the reasonable attorneys'and paralegals'fees, court costs, filing fees, publication cost and other expenses incurred by the prevailing party in connection therewith, at trial and all appellate proceedings. THIRTEENTH: This Agreement may be amended at any time by the mutual consent of the parties by a written instrument signed by both parties. FOURTEENTH: The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that, by so executing this Agreement, the parties hereto are formally bound to the provisions of this Agreement. FIFTEENTH: Developer shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without prior written consent of City. Any attempt to do so shall be null and void, and any assignee, hypothecate, or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecate, 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 thisAgreement. ln the event that City consents in writing with such an assignment, any assignee, hypothecate, or transferee shall expressly assume Developer's obligations hereunder by a written agreement in a form, and containing such surety, as is reasonably acceptable to City. SIXTEENTH: Developer shall perform all work contemplated by this Agreement in accordance with all approved maps, conditions, plans, specifications, standard drawings, and special amendments thereto on file with the City, as well as all applicable federal, state, and local laws, ordinances, regulations, codes, standards, and other requirements. Developer and its contractors, if any, shall perform allwork required to construct all work performed pursuant to this Agreement in a skillful and workmanlike manner, and consistent with the standards general 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 shall maintained throughout the term of this Agreement. The agreement, hypothecation, or transfer shall be to the satisfaction of the City Attorney and shall include provisions requiring the assignee to post bonds or submit another form of financial security, satisfactory to City and approved by the City Attorney, to guarantee construction of the work covered by this Agreement. The Agreement shall survive the recordation of the Final Map and shall be recorded against each of the proposed lots to inform successors and assigns of the required work covered by this Agreement to be constructed and their time frame for construction. Following any permitted assignment, hypothecation, or transfer of the work covered by this Agreement, as set forth in this Section, City shall release Developer from its obligations so assigned and shall release to Developer any bonds or other security posted to secure the work covered by this Agreement so assigned; provided, however, that City shall not release any security or undertakings given to secure the performance of any of the work covered by this Agreement not assigned, hypothecated, or transferred. SEVENTEENTH: This agreement may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instruments. EIGHTEENTH: This Agreement is to be governed by the laws of the State of California. NINETEENTH: Any notice or notices required or permitted to be given pursuant to this Agreement shall be served on the other party by mail, postage prepaid, at the following addresses: ArIy Develooer City of Menifee 29844 Haun Road Menifee, CA 92586 Diamond Brothers Five Partnership, LP 29875 Menifee Lakes Drive Menifee, CA 92584 TWENTIETH: 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 be true whether City's actions are intentional or unintentional. TWENTY-FIRST: Each and allof 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 lN WITNESS WHEREOF, Landowner has affixed his name, address and seal +r ByDateds Dated CITY OF MENIFEE By Biil zi ATTEST: Ma ,2020 2020 e iao-Tu Partner Diamond Brothers Five l/rh;,-,| 9e' Partnerhsio. LP ,lti."t,l,,-rt CITY OF MENIFEE By: City ineer ,?.c.r QSPo Mayor APPROVED AS TO FORM: Melch Attorney SIGNATURES OF DEVELOPER MUST BE ACKNOWLEDGED BY NOTARY AND EXECUTED IN TRIPLICATE ACKNOWLEDGMENT State of California County of Los Angeles On 9 /27 /zoz,:before me,Kailin Zhang "Notary Public" (insert name and title of the officer) personally appeared who proved to me on n the satisfactory evidence to person(s name(s) is/r subscribed to the within instrument and acknowledged to me that he/shclthsfexecuted the same in his/hqlttttemhorized ca pacity( ies ), a nd that by h isAu+llEI 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 conect. WITNESS my hand and officialseal.rD F0 (D KAILIN ZHANG COMM ..2277 300IIOIARYPUBtIC.CAIIFORT{IAr0sANGETESCOUNTY Term Erp 14,N23 Signature (Seal) 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 valid of that document. ly,-"*l {'' gysleu l"l lh,- C,^l*,.hv't o{ &'*' rotnl,.^tt1f2 AGREEMENT FOR THE PLACEiIENT OF SURVEY MONUMENTS Tract32102 This Agreement for placement of Survey Monuments ("Agreement") is made and entered into by and between the City of Menifee, State of California, hereinafter called City, and Diamond Brothers Five Partnership, a Limited Partnership, hereinafter called Developer. WITNESSETH: FIRST: Developer, as part of the City's consideration of the final map for that certain land division known as TR 32102, hereby agrees, at Developer's own cost and expense, to furnish all labor, equipment and materialsnecessarytoset'withinfromthedatethisAgreementisexecuted, tn a good and workmanlike manner, all survey monuments and tie points and furnish to the City Surveyor tie notes for said tract in accordance with standards set forth in Riverside County Ordinance No. 461, or any successor thereto, and Section 8771 el seq. of the Business and Professions Code of the State of California. The Developer further agrees to pay, within 30 days of presentation to Developer of the final billing of any surveyor or engineer for work performed by him as provides for rn Article 9 of Chapter 4, Division 2 of Title 7 of the Government Code of the State of California (commencing with Section 66495). Developer further agrees that if payment to the Surveyor or engineer is not made within 30 days, the surveyor or engineer notifies City that he has not been paid for setting the final monuments, and the City of Menifee, pursuant to Section 66497 of the Government Code, after providing Developer with an opportunity to present evidence as to whether or not the surveyor or engineer has been paid, orders that payment be made by City to the engineer or surveyor, Developer will, upon demand, and without proof of loss by City, reimburse City for any funds so expended. Notwithstanding any other provision herein, the determination of City as to whether the surveyor or engineer has been paid shall be conclusive on Developer, its surety, and all parties who may have an interest in the Agreement or any portion thereof. Allthe above required work shall be done under the inspection of and to the sjtisfaction of the City Engineer, and shall not be deemed complete until approved and accepted in writing as complete by the City Engineer. Developer further agrees to maintain the above required improvements for a period of one year following acceptance by the City, and during this one year period to repair or replace, to the satisfaction of the City Engineer, any defective work or labor done or defective materials furnished. Developer further agrees that all underground improvements covered by this Agreement shall be completed prior to the paving of any roadway. The estimated cost of said work and improvements is the sum of One Hundred Sixty One Thousand Two Hundred Eighty and no/100 Dollars, $161.280.00, ("Estimated Cost"). 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 work 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. SECOND: Developer agrees to pay to City the actual cost of such inspections of the work and improvements as may be required by the City Engineer. Developer shall, at its sole cost, expense. and liability, pay all fees, charges, and taxes arising out of construction of the work performed pursuant to this Agreement, including, but not limited to fees for checking, filing, and processing of improvement plans and specifications and for inspecting the construction of said work. These fees must be paid in full prior to approval of the final map and improvement plans, unless such fees have not yet been assessed and are not yet due and payable. The fees referred to the above are not necessarily the only City fees, charges, or other cost that have been or will be imposed on the subdivision and its development, and this Agreement shall in no way exonerate or relieve Developer from paying such other applicable fees, charges and/or cost. Developer further agrees that, if suit is brought upon this Agreement or any improvement security guaranteeing the completion of the road and drainage improvements, all costs and reasonable expenses and fees incurred by City in successfully enforcing such obligations shall be paid by Developer, including reasonable attorney's fees, and that, upon entry of judgment, all such costs, expenses and fees shall be taxed as costs and included in any judgment rendered. Developer, not the City, shall be legally responsible for making any payment and/or taking any action required by any such judgment. THIRD: City shall not, nor shall any officer or employee of City, be liable or responsible for any accident, loss, injury, or damage happening or occurring to the works specified in this agreement prior to the completion and acceptance thereof, nor shall City or any officer or employee thereof, be liable for any persons or property injured or damage by reason of the nature of the work, or by reason of the acts or omissions of Developer, its agents or employees, in the performance of the work, and all or said liabilities are assumed by Developer. Developer shall defend, indemnify, and hold harmless City, its elected officials, ofiicers, employees, agents, and volunteers from any and all actual or alleged claims, demands, causes of action, liability, loss, administrative action of any federal, state, or local government 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 work contemplated under this Agreement, or performance of this Agreement. This indemnffication includes, without limitation, the payment of all penalties, fines, judgments, awards, decrees, attorneys'fees, and related costs or expenses, and the reimbursement of City, its elected ofiicials, officers, employees, and/or agents for all legal expenses, and cost 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 by the negligence or willful misconduct of City as determined by a court or administration 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, agents, or volunteers. FOURTH: The Developer hereby grants to City, or any agent or employee of City, the irrevocable permission to enter without any additional consent upon the lands of the subject land division for the purpose of completing the improvements. This permission shall terminate in the event that Developer has completed work within the time specified or any extension thereof granted by the City. Under such circumstances, Developer shall be responsible for any and all expenses, costs, liabilities, and fees (including attorneys'fees and litigation cost) ("Completion Costs") incurred by the City in connation with ensuring that the work contemplated by this Agreement. Developer shall remit such completion Costs to the City no more than thirty (30) days of the date that the City notifies Developer of such Completions Cost. Failure to remit the Completion Costs in a timely matter shall result in the City having the right to invoke any remedy provided by law including the encumbrance of the any property owned by Developer in the amount equal to any unpaid Completion Cost. FIFTH: The Developer shall provide adequate notice and warning to the traveling public of each and every hazardous or dangerous condition caused or created by the construction of the works of improvement at all times up to the completion and formal acceptance of the works of improvement. The Developer shall protect all persons from such hazardous or dangerous conditions in compliance with State law regulations and standards for traffic regulatory control methods, including, but not limited to, stop signs, regulatory signs or signals, barriers, or detours. SIXTH: Developer, its agents and employees, shall give written notice to the City Engineer at least forty eight (aB) hours before beginning any work. Developer shall provide the City Engineer or his designee reasonable access to facilities for obtaining full information with respect to the progress and manner of work and shall fully cooperate with any investigation regarding the same. SEVENTH: lf Developer, its agents or employees, neglects, refuses, or fails to prosecute the work with such diligence as to insure its completion within the specified time, or within such extensions of time which have been granted by City, or if Developer violates, neglects, refuses, or fails to perform satisfactorily any of the provisions of the plans and specifications, Developer shall be in default of this Agreement and notice of such default shall be served upon Developer. City shall have the power, on recommendation of the City Engineer, to terminate all rights of Developer as a result of such default. The determination by the City Engineer of the question as to whether any of the terms of the Agreement or specifications have been violated, or have not been performed satisfactorily, shall be conclusive upon the Developer, and any and all parties who may have any interest in the Agreement or any portion thereof. The foregoing provisions of this section shall be in addition to all other rights and remedies available to City under this Agreement or the law. The failure of the Developer to commence or complete construction shall not relieve the Developer or surety from completion of the improvements required by this Agreement. EIGHTH: Developer agrees to file with City, prior to the date that this Agreement is executed, both a good and sufficient improvement security in an amount not less than the Estimated Costs of the work and improvements for the faithful performance of the terms and conditions of this Agreement, and good and sufficient security for payment of labor and materials in the amount prescribed by Article XVll of Riverside County Ordinance 460 as amended to secure the claims to which reference is made in Title 15 (commencing with Section 3082) of Parl4 of Division 3 of the Civil Code of the State of California. Developer agrees to renew each and every bond, lien, or other approved form of improvement security, with good and sufficient sureties or increase the amount of said improvement security, or both, within ten (10) days after being notified by the Public Works Director / City Engineer that the sureties or amounts are insufiicient. Notwithstanding any other provisions herein, if Developer fails to take such action as is necessary to comply with said notice, Developer shall be in default of this Agreement unless all required improvements are completed within ninety (90) days of the date on which the Public Works Director / City Engineer notified Developer of the insufficiency of the security or the amount of the bonds, liens, or both. NINTH: lt is further agreed by and between the parties hereto, including the surety or sureties on the lien securing this Agreement, that, in the event it is deemed necessary to extend the time of completion of the work contemplated to be done under this Agreement, extensions of time may be granted in writing, from time to time, by City, either at its own option, or upon request of Developer, and such extensions shall in no way affect the validity of this Agreement or release the surety or sureties on such lien. Developer further agrees to maintain the aforesaid lien or liens in full force and effect during the terms of this Agreement, including any extensions of time as may be granted therein. TENTH: lt is understood and agreed by the parties hereto that if any part, term or provision of this Agreement is by the courts held to be unlawful and void, the validity of the remaining portions shall not be affected and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain that particular part, term or provision held to be invalid. ELEVENTH: This Agreement contains the entire Agreement of the parties as to the matters set forth herein. No waiver of any term or condition of this Agreement shall be a continuing waiver thereof. TWELFTH: ln any action or proceeding arising out of this Agreement, or the transactions contemplated hereby, the prevailing party therein shall be entitled to recover from the other party thereto the reasonable attorneys'and paralegals'fees, court costs, filing fees, publication cost and other expenses incurred by the prevailing party in connection therewith, at trial and all appellate proceedings. THIRTEENTH: This Agreement may be amended at any time by the mutual consent of the parties by a written instrument signed by both parties. FOURTEENTH: The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that, by so executing this Agreement, the parties hereto are formally bound to the provisions of this Agreement. FIFTEENTH. Developer shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without prior written consent of City. Any attempt to do so shall be null and void, and any assignee, hypothecate, or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecate, 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. ln the event that City consents in writing to such an assignment, any assignee, hypothecate, or transferee shall expressly assume Developer's obligations hereunder by a written agreement in a form, and containing such surety, as is reasonably acceptable to City. SIXTEENTH: Developer shall perform all work contemplated by this Agreement in accordance with all approved maps, conditions, plans, specifications, standard drawings, and special amendments thereto on file with the City, as well as all applicable federal, state, and local laws, ordinances, regulations, codes, standards, and other requirements. Developer and its contractors, if any, shall perform all work required to construct all work performed pursuant to this Agreement in a skillful and workmanlike manner, and consistent with the standards general 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 shall maintained throughout the term of this Agreement. The agreement, hypothecation, or transfer shall be to the satisfaction of the City Attorney and shall include provisions requiring the assignee to post bonds or submit another form of financial security, satisfactory to City and approved by the City Attorney, to guarantee construction of the work covered by this Agreement. The Agreement shall survive the recordation of the Final Map and shall be recorded against each of the proposed lots to inform successors and assigns of the required work covered by this Agreement to be constructed and their time frame for construction. Following any permitted assignment, hypothecation, or transfer of the work covered by this Agreement, as set forth in this Section, City shall release Developer from its obligations so assigned and shall release to Developer any bonds or other security posted to secure the work covered by this Agreement so assigned; provided, however, that City shall not release any security or undertakings given to secure the performance of any of the work covered by this Agreement not assigned, hypothecated, or transferred. SEVENTEENTH: This agreement may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instruments. EIGHTEENTH: This Agreement is to be governed by the laws of the State of California. NINETEENTH: Any notice or notices required or permitted to be given pursuant to this Agreement shall be served on the other party by mail, postage prepaid, at the following addresses: E!!v Developer City of Menifee 298/,4 Haun Road Menifee, CA 92586 Diamond Brothers Five Partnership, LP 29875 Menifee Lakes Drive Menifee, CA 92584 TWENTIETH: 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 be true whether City's actions are intentional or unintentional. TWENTY-FIRST: Each and allof the covenants and conditions shall be binding on and shall inure to the benefit of the parties, and theirsuccessors, heirs, personal representatives, orassigns. This Section shall not be construed as an authorization for any Pafi to assign any right or obligation lN WITNESS WHEREOF, Landowner has affixed his name, address and seal. Dated hrr^tt aZ ,2ozo By: Dated. CITY OF MENIFEE By ry ATTEST: 2020 hiao-Tu General Partner Diamond Brothers Five CITY OF MENIFEE \ City rneer l/,hr'>/ e, 'f/h) By:\ \fio. cg\ o.\crd flL., asD Biil ayor APPROVED AS TO FORM Melch SIGNATURES OF DEVELOPER MUST BE ACKNOWLEDG AND EXECUTED IN TRIPLICATE By rney NOTARY Chan g LP ACKNOWLEDGMENT State of California County of Los Angeles On 9 /27 /zozo before me,Kailin Zhang "Notary Public" (insert name and title of the officer) personally appeared who proved to me on n the satisfactory evidence to pe name(s) is/r subscribed to the within instrument and acknowledged to me that he/shcltlrfexecuted the same in h is/heglhdt€Elhorized capacity(ies), and that by hisAraltffi signature(s)on the instrument theperson(s), or the entity upon behalf of which the person(s)acted, executed the instrument. I ceaify under PENALTY OF PERJURY under the laws of the State of California that the foregoingparagraph is true and conect. KAILIN ZHANG WITNESS my hand and officialseat c0MM...22 77300 NOIARY PuEt.tc.cAUF0RiltA LOS ANGEI,ES COUNW Tarm Erp.Fobruary 14, ZOa Signature (Seal) A notary public or other 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 of that document A6*n*,e^+ 4r lh. Tlacou** 01 e*/ /auqp*,'ft AGREEMENT FOR THE CONSTRUCTION OF ROADAND DRAINAGE I]VIPROVEMENTS Tract Map 32102, lPl9-0565, 19-056SL, 19-05635 This Agreement for Construction of Road and Drainage lmprovements ("Agreement") is made and entered into by and between the City of Menifee, State of California, hereinafter called City, and Diamond Brothers Five Partnership, LP, hereinafter called Developer. WITNESSETH FIRSt Developer, as part of the City's consideration of the final map for that certain land division known as lP19-056 , hereby agrees, at Developer's own cost and expense, to furnish all labor, equipment and materials necessary to perform and complete,within Seven Hundred and Thirty Days from the date this Agreement is executed, in a good and workmanlike manner, all road and drainage improvements in accordance with those Road Plans for said land division which have been approved by the Public Works Director / City Engineer, a copy of which are on file in the office of the City of Menifee's Public Works / Engineering Department, and do all work incidental thereto in accordance with the standards set forth in City- adopted ordinances and City Standards and Specifications, as amended, or its successor, which are hereby expressly made a part of this Agreement. All the above required work shall be done under the inspection of and to the satisfaction of the Public Works Director / City Engineer, and shall not be deemed complete until approved and accepted in writing as complete by the Public Works Director / City Engineer. Developer further agrees to maintain the above required improvements for a period of one year following acceptance by the City, and during this one year period to repair or replace, to the satisfaction of the Public Works Director / City Engineer, any defective work or labor done or defective materials furnished. Developer further agrees that all underground improvements covered by this Agreement shall be completed prior to the paving of any roadway. The estimated cost of said work and improvements is the sum of Two Million Two Hundred and Thirty-Five Thousand and no/100 Dollars,$ 2,235,000.00 , ("Estimated Cost"). 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 laMul construction of the work 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. SECOND: Developer agrees to pay to City the actual cost of such inspections of the work and improvements as may be required by the Public Works Director / City Engineer. Developer shall, at its sole cost, expense. and liability, pay all fees, charges, and taxes arising out of construction of the work performed pursuant to this Agreement, including, but not limited to fees for checking, filing, and processing of improvement plans and specifications and for inspecting the construction of said work. These fees must be paid in full prior to approval of the final map and improvement plans, unless such fees have not yet been assessed and are not yet due and payable. The fees referred to the above are not necessarily the only City fees, charges, or other cost that have been or will be imposed on the subdivision and its development, and this Agreement shall in no way exonerate or relieve Developer from paying such other applicable fees, charges and/or cost. Developer further agrees that, if suit is brought upon this Agreement or any security guaranteeing the completion of the road and drainage improvements, all costs and reasonable expenses and fees incurred by City in successfully enforcing such obligations shall be paid by Developer, including reasonable attorney's fees, and that, upon entry of judgement, all such costs, expenses and fees shall be taxed as costs and included in any judgment rendered. Developer, not the City, shall be legally responsible for making any payment and/or taking any action required by any such judgment. THIRD: City shall not, nor shall any officer or employee of City, be liable or responsible for any accident, loss, injury, or damage happening or occurring to the works specified in this agreement prior to the completion and acceptance thereof, nor shall City or any ofiicer or employee thereof, be liable for any persons or property injured or damage by reason of the nature of the work, or by reason of the acts or omissions of Developer, its agents or employees, in the performance of the work, and all or said liabilities are assumed by Developer. Developer shall defend, indemnify, and hold harmless City, its elected officials, officers, employees, agents, and volunteers from any and all actual or alleged claims, demands, causes of action, liability, loss, administrative action of any federal, state, or local government 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 work contemplated under this Agreement, or performance of this Agreement. This indemnification includes, without limitation, the payment of all penalties, fines, judgments, awards, decrees, attorneys'fees, and related costs or expenses, and the reimbursement of City, its elected officials, officers, employees, and/or agents for all legal expenses, and cost 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 by the negligence or willful misconduct of City as determined by a court or administration 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, agents, or volunteers. FOURTH: The Developer hereby grants to City, or any agent or employee of City, the irrevocable permission to enter without any additional consent upon the lands of the subject land division for the purpose of completing the improvements. This permission shall terminate in the event that Developer has completed work within the time specified or any extension thereof granted by the City. Under such circumstances, Developer shall be responsible for any and all expenses, costs, liabilities, and fees (including attorneys'fees and litigation cost) ("Completion Costs") incurred by the City in connation with ensuring that the work contemplated by this Agreement. Developer shall remit such completion Costs to the City no more than thirty (30) days of the date that the City notifies Developer of such Completions Cost. Failure to remit the Completion Costs in a timely matter shall result in the City having the right to invoke any remedy provided by law including the encumbrance of the any property owned by Developer in the amount equal to any unpaid Completion Cost. FIFTH: The Developer shall provide adequate notice and warning to the traveling public of each and every hazardous or dangerous condition caused or created by the construction of the works of improvement at all times up to the completion and formal acceptance of the works of improvement. The Developer shall protect all persons from such hazardous or dangerous conditions in compliance with State law regulations and standards for traffic regulatory control methods, including, but not limited to, stop signs, regulatory signs or signals, barriers, or detours. SIXTH: Developer, its agents and employees, shall give written notice to the Public Works Director / City Engineer at least forty eight (48) hours before beginning any work. Developer shall provide the Public Works Director / City Engineer or his designee reasonable access to facilities for obtaining full information with respect to the progress and manner of work and shall fully cooperate with any investigation regarding the same. SEVENTH: lf Developer, its agents or employees, neglects, refuses, or fails to prosecute the work with such diligence as to insure its completion within the specified time, or within such extensions of time which have been granted by Ci$, or if Developer violates, neglects, refuses, or fails to perform satisfactorily any of the provisions of the plans and specifications, Developer shall be in default of this Agreement and notice of such default shall be served upon Developer. City shall have the power, on recommendation of the Public Works Director / City Engineer, to terminate all rights of Developer as a result of such default. The determination by the Public Works Director / City Engineer of the question as to whether any of the terms of the Agreement or specifications have been violated, or have not been performed satisfactorily, shall be conclusive upon the Developer, and any and all parties who may have any interest in the Agreement or any portion thereof. The foregoing provisions of this section shall be in addition to all other rights and remedies available to City under this Agreement or the law. The failure of the Developer to commence or complete construction shall not relieve the Developer or surety from completion of the improvements required by this Agreement. EIGHTH: Developer agrees to file with City, prior to the date that this Agreement is executed, both a good and sufficient improvement security in an amount not less than the Estimated Costs of the work and improvements for the faithful performance of the terms and conditions of this Agreement, and good and sufficient security for payment of labor and materials in accordance with City-adopted ordinances to secure the claims to which reference is made in Title'15 (commencing with Section 3082) of Part4 of Division 3 of the Civil Code of the State of California. Developer agrees to renew each and every bond, lien, or other approved form of improvement security, with good and sufiicient sureties or increase the amount of said improvement security, or both, within ten (10) days after being notified by the Public Works Director / City Engineer that the sureties or amounts are insufficient. Notwithstanding any other provisions herein, if Developer fails to take such action as is necessary to comply with said notice, Developer shall be in default of this Agreement unless all required improvements are completed within ninety (90) days of the date on which the Public Works Director / City Engineer notified Developer of the insufficiency of the security or the amount of the bonds, liens, or both. NINTH: lt is further agreed by and between the parties hereto, including the surety or sureties on the lien securing this Agreement, that, in the event it is deemed necessary to extend the time of completion of the work contemplated to be done under this Agreement, extensions of time may be granted in writing, from time to time, by City, either at its own option, or upon request of Developer, and such extensions shall in no way affect the validity of this Agreement or release the surety or sureties on such lien. Developer further agrees to maintain the aforesaid lien or liens in full force and effect during the terms of this Agreement, including any extensions of time as may be granted therein. TENTH: lt is understood and agreed by the parties hereto that if any part, term or provision of this Agreement is by the courts held to be unlawful and void, the validity of the remaining portions shall not be affected and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain that particular part, term or provision held to be invalid. ELEVENTH: This Agreement contains the entire Agreement of the parties as to the matters set forth herein. No waiver of any term or condition of this Agreement shall be a continuing waiver thereof. TWELFTH: ln any action or proceeding arising out of this Agreement, or the transactions contemplated hereby, the prevailing party therein shall be entitled to recover from the other party thereto the reasonable attorneys' and paralegals'fees, court costs, filing fees, publication cost and other expenses incurred by the prevailing party in connection therewith, at trial and all appellate proceedings. THIRTEENTH: This Agreement may be amended at any time by the mutual consent of the parties by a written instrument signed by both parties. FOURTEENTH: The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that, by so executing this Agreement, the parties hereto are formally bound to the provisions of this Agreement. FIFTEENTH: Developer shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without prior written consent of City. Any attempt to do so shall be null and void, and any assignee, hypothecate, or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecate, 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. ln the event that City consents in writing with such an assignment, any assignee, hypothecate, or transferee shall expressly assume Developer's obligations hereunder by a written agreement in a form, and containing such surety, as is reasonably acceptable to City. SIXTEENTH: Developer shall perform all work contemplated by this Agreement in accordance with all approved maps, conditions, plans, specifications, standard drawings, and special amendments thereto on file with the City, as well as all applicable federal, state, and local laws, ordinances, regulations, codes, standards, and other requirements. Developer and its contractors, if any, shall perform all work required to construct all work performed pursuant to this Agreement in a skillful and workmanlike manner, and consistent with the standards general 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 shall maintained throughout the term of this Agreement. The agreement, hypothecation, or transfer shall be to the satisfaction of the City Attorney and shall include provisions requiring the assignee to post bonds or submit another form of financial security, satisfactory to City and approved by the City Aftorney, to guarantee construction of the work covered by this Agreement. The Agreement shall survive the recordation of the Final Map and shall be recorded against each of the proposed lots to inform successors and assigns of the required work covered by this Agreement to be constructed and their time frame for construction. Following any permitted assignment, hypothecation, or transfer of the work covered by this Agreement, as set forth in this Section, City shall release Developer from its obligations so assigned and shall release to Developer any bonds or other security posted to secure the work covered by this Agreement so assigned, provided, however, that City shall not release any security or undertakings given to secure the performance of any of the work covered by this Agreement not assigned, hypothecated, or tra nsferred. SEVENTEENTH: This agreement may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instruments. EIGHTEENTH: This Agreement is to be governed by the laws of the State of California. NINETEENTH: Any notice or notices required or permitted to be given pursuant to this Agreement shall be served on the other party by mail, postage prepaid, at the following addresses: A.tIv Developer City of Menifee 298/4 Haun Road Menifee, CA 92586 Diamond Brothers Five Partnership, LP 29875 Menifee Lakes Drive Menifee, CA 92584 TWENTIETH: 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 be true whether City's actions are intentional or unintentional. TWENTY-FIRST: 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. lN WITNESS WHEREOF, Landowner has affixed his name, address and seal Dated 2020 By. Gene Partner Diamond Broth Dated: CITY OF MENIFEE ATTEST. h anwa 2020 tr/,A"rJ CITY OF MENIFEE By: utty in eer APPROVED AS TO FORM erE Five Partnerhsig, LP 5oo fikrt^f_---) z/- o. Cfi o.c,cr\ cr\ qd,Q.6 ., QsD By: ing, c SIGNATURES OF DEVELOPER MUST BE ACKNOWLEDGED BY NOTARY AND EXECUTED IN TRIPLICATE l/)-U ACKNOWLEDGMENT State of California County of Los Angeles On 9 /27 /zozo before me,Kailin Zhang "Notary public" (insert name and title of the officer) personally appeared who proved to me on the satisfactory evidence to person(s name(s) is/rsubscribed to the within instru ment and acknowledged to me that he/shc#ufexecuted the same in h is/hqgtthtirZElhorized ca pacity(ies), and that by hisAaltED sig nature(s)on the instrument theperson(s), or the entity upon behatf of which the person(s) acted,executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of Califomia that the foregoingparagraph is true and conect. WITNESS my hand and officialseal.(D F U m KAILIN ZHANG c0MM...2277300 I NOIARY PUBI.Ic.cATIFORNIA tOS ANGEIES COUNIY lvly Term fu February 14,2023 ul Signature (Seal) A notary public or other officer completi ng th is certificate verifies on ly the identity of the individ ual who si g ned the docume nt to which this certificate is attached,and not the truthfulness,accuracy or of that docume nt. u ,r4[rraA+ 4, ]L b^slr^-r$, {t H,"'( fw2he{7f"l Prainy- luPd z AGREEMENT FOR THE CONSTRUCTION OF RECYCLED WATER SYSTEM IMPROVEMENTS TR 32102; IP19-056U This Agreement for Construction of Water System lmprovements ("Agreement") is made and enteredinto by and between the City of Menifee, State of California, hereinafter called City, and Diamond Brothers Five Partnership, LP, hereinafter called Developer. WITNESSETH: FIRST: Developer, as part of the City's consideration of the lmprovement Plans known as lP19-056U, hereby agrees, at Developer's own cost and expense, to furnish all labor, equipment and materials necessary to perform and complete, within Seven Hundred and Thirtv Davs from the date this Agreement is executed, in a good and workmanlike manner, a sanitary sewer distribution system, complete with all necessary pipes, manholes, cleanouts, connections and appurtenances necessary to the satisfactory operation of said distribution sanitary sewer system. Developer further, to extend main or main or mains from the existing sewer system maintained and operated by Eastern Municipal Water District, to connect with the sanitary sewer system required to be constructed by this Agreement. All the above required work shall be in accordance with those plans and specifications which have been approved by the Public Works Director / City Engineer, office of the City of Menifee's Public Works / Engineering Department, and do all work incidental thereto in accordance with the standards set forth in City-adopted ordinances and City Standards and Specifications, as amended, or its successor, which are hereby expressly made a part of this Agreement. All the above required work shall be done under the inspection of and to the satisfaction of the Public Works Director / City Engineer, and shall not be deemed complete until approved and accepted in writing as complete by the Public Works Director / City Engineer. Developer further agrees to maintain the above required improvements for a period of one year following acceptance by the City, and during this one year period to repair or replace, to the satisfaction of the Public Works Director / City Engineer, any defective work or labor done or defective materials furnished. Developer further agrees that all underground improvements covered by this Agreement shall be completed prior to the paving of any roadway. The estimated cost of said work and improvements is the sum of One Hundred Seven Thousand and no/100 Dollars, $l-9fJqQQ.99, ('Estimated Cost"). Prior to commencing any work, Developer shall, at its sole cost, expense, and liability, obtain all necessary permits and licenses and give all necessary and incidental notices required for the lawful construction of the work and performance of Developer's obligations under this Agreement. Developer shall conduct the work in full compliance with the regulations, rules, and other requirements contained in any permit or license issued to Developer. SECOND: Developer agrees to pay to City the actual cost of such inspections of the work and improvements as may be required by the Public Works Director / City Engineer. Developer shall, at its sole cost, expense and liability, pay all fees, charges, and taxes arising out of construction of the work performed pursuant to this Agreement, including, but not limited to fees for checking, filing, and processing of improvement plans and specifications and for inspecting the construction of said work. These fees must be paid in full prior to approval of the final map and improvement plans, unless such fees have not yet been assessed and are not yet due and payable. The fees referred to the above are not necessarily the only City fees, charges, or other cost that have been or will be imposed on the subdivision and its development, and this Agreement shall in no way exonerate or relieve Developer from paying such other applicable fees, charges and/or cost. Developer further agrees that, if suit is brought upon this Agreement or any security guaranteeing the completion of the road and drainage improvements, all costs and reasonable expenses and fees incurred by City in successfully enforcing such obligations shall be paid by Developer, including reasonable attorney's fees, and that, upon entry of judgment, all such costs, expenses and fees shall be taxed as costs and included in any judgment rendered. Developer, not the Ci$, shall be legally responsible for making any payment and/or taking any action required by any such judgment. THIRD: City shall not, nor shall any officer or employee of City, be liable or responsible for any accident, loss, injury, or damage happening or occurring to the works specified in this agreement prior to the completion and acceptance thereof, nor shall City or any ofiicer or employee thereof, be liable for any persons or property in.;ured or damage by reason of the nature of the work, or by reason of the acts or omissions of Developer, its agents or employees, in the performance of the work, and all or said liabilities are assumed by Developer. Developer shall defend, indemnify, and hold harmless City, its elected officials, officers, employees, agents, and volunteers from any and all actual or alleged claims, demands, causes of action, liability, loss, administrative action of any federal, state, or local government 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 work contemplated under this Agreement, or performance of this Agreement. This indemnification includes, without limitation, the payment of all penalties, fines, judgments, awards, decrees, attorneys'fees, and related costs or expenses, and the reimbursement of City, its elected officials, officers, employees, and/or agents for all legal expenses, and cost 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 by the negligence or willful misconduct of City as determined by a court or administration 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, agents, or volunteers. FOURTH: The Developer hereby grants to City, or any agent or employee of City, the irrevocable permission to enter without any additional consent upon the lands of the subject land division for the purpose of completing the improvements. This permission shall terminate in the event that Developer has completed work within the time specified or any extension thereof granted by the City. Under such circumstances, Developer shall be responsible for any and all expenses, costs, liabilities, and fees (including attorneys'fees and litigation cost) ("Completion Costs") incurred by the City in connation with ensuring that the work contemplated by this Agreement. Developer shall remit such completion Costs to the City no more than thirty (30) days of the date that the City notifies Developer of such Completions Cost. Failure to remit the Completion Costs in a timely matter shall result in the City having the right to invoke any remedy provided by law including the encumbrance of the any property owned by Developer in the amount equal to any unpaid Completion Cost. FIFTH: The Developer shall provide adequate notice and warning to the traveling public of each and every hazardous or dangerous condition caused or created by the construction of the works of improvement at all times up to the completion and formal acceptance of the works of improvement. The Developer shall protect all persons from such hazardous or dangerous conditions in compliance with State law regulations and standards for traffic regulatory control methods, including, but not limited to, stop signs, regulatory signs or signals, barriers, or detours. SIXTH: Developer, its agents and employees, shall give written notice to the Public Works Director / City Engineer at least for$ eight (48) hours before beginning any work. Developer shall provide the Public Works Director / City Engineer or his designee reasonable access to facilities for obtaining full information with respect to the progress and manner of work and shall fully cooperate with any investigation regarding the same. SEVENTH: lf Developer, its agents or employees, neglects, refuses, or fails to prosecute the work with such diligence as to insure its completion within the specified time, or within such extensions of time which have been granted by City, or if Developer violates, neglects, refuses, or fails to perform satisfactorily any of the provisions of the plans and specifications, Developer shall be in default of this Agreement and notice of such default shall be served upon Developer. City shall have the power, on recommendation of the Public Works Director / City Engineer, to terminate all rights of Developer as a result of such default. The determination by the Public Works Director / City Engineer of the question as to whether any of the terms of the Agreement or specifications have been violated, or have not been performed satisfactorily, shall be conclusive upon the Developer, and any and all parties who may have any interest in the Agreement or any portion thereof. The foregoing provisions of this section shall be in addition to all other rights and remedies available to City under this Agreement or the law. The failure of the Developer to commence or complete construction shall not relieve the Developer or surety from completion of the improvements required by this Agreement. EIGHTH: Developer agrees to file with City, prior to the date that this Agreement is executed, both a good and sufficient improvement security in an amount not less than the Estimated Costs of the work and improvements for the faithful performance of the terms and conditions of this Agreement, and good and sufficient security for payment of labor and materials in accordance with City-adopted ordinances to secure the claims to which reference is made in Title 15 (commencing with Section 3082) of Parl 4 of Division 3 of the Civil Code of the State of California. Developer agrees to renew each and every bond, lien, or other approved form of improvement security, with good and sufficient sureties or increase the amount of said improvement security, or both, within ten (10) days after being notified by the Public Works Director / City Engineer that the sureties or amounts are insufficient. Notwithstanding any other provisions herein, if Developer fails to take such action as is necessary to comply with said notice, Developer shall be in default of this Agreement unless all required improvements are completed within ninety (90) days of the date on which the Public Works Director / City Engineer notified Developer of the insufficiency of the security or the amount of the bonds, liens, or both. NINTH: lt is further agreed by and between the parties hereto, including the surety or sureties on the lien securing this Agreement, that, in the event it is deemed necessary to extend the time of completion of the work contemplated to be done under this Agreement, extensions of time may be granted in writing, from time to time, by City, either at its own option, or upon request of Developer, and such extensions shall in no way affect the validity of this Agreement or release the surety or sureties on such lien. Developer further agrees to maintain the aforesaid lien or liens in full force and effect during the terms of this Agreement, including any extensions of time as may be granted therein. TENTH: lt is understood and agreed by the parties hereto that if any part, term or provision of this Agreement is by the courts held to be unlawful and void, the validity of the remaining portions shall not be affected and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain that particular part, term or provision held to be invalid. ELEVENTH: This Agreement contains the entire Agreement of the parties as to the matters set forth herein. No waiver of any term or condition of this Agreement shall be a continuing waiver thereof. TWELFTH: ln any action or proceeding arising out of this Agreement, or the transactions contemplated hereby, the prevailing party therein shall be entitled to recover from the other party thereto the reasonable attorneys'and paralegals'fees, court costs, filing fees, publication cost and other expenses incurred by the prevailing party in connection therewith, at trial and all appellate proceedings. THIRTEENTH: This Agreement may be amended at any time by the mutual consent of the parties by a written instrument signed by both parties. FOURTEENTH. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that, by so executing this Agreement, the parties hereto are formally bound to the provisions of this Agreement. FIFTEENTH: Developer shall not assign, hypothecate, or transfer, either directly or by operation of laq this Agreement or any interest herein without prior written consent of City. Any attempt to do so shall be null and void, and any assignee, hypothecate, or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecate, 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. ln the event that City consents in writing with such an assignment, any assignee, hypothecate, or transferee shall expressly assume Developer's obligations hereunder by a written agreement in a form, and containing such surety, as is reasonably acceptable to City. SIXTEENTH: Developer shall perform all work contemplated by this Agreement in accordance with all approved maps, conditions, plans, specifications, standard drawings, and special amendments thereto on file with the City, as well as all applicable federal, state, and local laws, ordinances, regulations, codes, standards, and other requirements. Developer and its contractors, if any, shall perform all work required to construct all work performed pursuant to this Agreement in a skillful and workmanlike manner, and consistent with the standards general 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 shall maintained throughout the term of this Agreement. The agreement, hypothecation, or transfer shall be to the satisfaction of the City Attorney and shall include provisions requiring the assignee to post bonds or submit another form of financial security, satisfactory to City and approved by the City Attorney, to guarantee construction of the work covered by this Agreement. The Agreement shall survive the recordation of the Final Map and shall be recorded against each of the proposed lots to inform successors and assigns of the required work covered by this Agreement to be constructed and their time frame for construction. Following any permitted assignment, hypothecation, or transfer of the work covered by this Agreement, as set forth in this Section, City shall release Developer from its obligations so assigned and shall release to Developer any bonds or other security posted to secure the work covered by this Agreement so assigned, provided, however, that City shall not release any security or undertakings given to secure the performance of any of the work covered by this Agreement not assigned, hypothecated, or transferred. SEVENTEENTH: This agreement may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instruments. EIGHTEENTH: This Agreement is to be governed by the laws of the State of California. NINETEENTH: Any notice or notices required or permitted to be given pursuant to this Agreement shall be served on the other party by mail, postage prepaid, at the following addresses: Eilv Develooer City of Menifee 29844 Haun Road Menifee, CA 92586 Diamond Brothers Five Partnership, LP 29875 Menifee Lakes Drive Menifee, CA 92584 TWENTIETH. 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 relaeve Developer of any of its obligations under this Agreement, whether of the same or similar type. The foregoing shall be true whether City's actions are intentional or unintentional. TWENTY-FIRST: 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 lN WITNESS WHEREOF, Landowner has affixed his name, address and seal Dated Dated M { CITY OF MENIFEE By -)/. Biil ATTEST: 2020 2020 By: iao-Tu C n g Ge artner Diamond Broth l/o+"'io,( ers Five Partnerhsi 9, hk,hhua p, LPt CITY OF MENIFEE utry rneer r'.- (nor\.-cl\Lf cx<\,?.€., ( iSg By: Mayor APPROVED AS TO FORM By Melching,C rney SIGNATURES OF DEVELOPER MUST BE ACKNOWLEDGED BY NOTARY AND EXECUTED IN TRIPLICATE ACKNOWLEDGMENT State of California County of Los Angeles On 9 /27 /zozo before me,Kailin Zhang "Notary Public" (insert name and title of the officer) personally appeared who proved to me on ,t the satisfactory evidence to person(name(s) is/r subscribed to the within instrument and acknowledged to me that he/shclthrufexecuted the same in h i s/he/hl€Uthorized ca pacity( ies ), a nd that by h i sAAltEtt 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 Catifornia that the foregoing paragraph is true and correct. WITNESS my hand and official seat.c',F (J m Signature (Seal) 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 valid of that document. rt7.noh4a4 | 8. tA. (rn,l,r.hvn of {*yr)*t l'thle- ln|rc'."*lh KAILIN ZHANG COMlr,{. NOTANY L0s 14,N23 AGREEMENT FOR THE CONSTRUCTION OF DOMESTIC WATER SYSTEM IMPROVEMENTS TR 32102; lPl9-056U This Agreement for Construction of Water System lmprovements ("Agreement") is made and enteredinto by and between the City of Menifee, State of California, hereinafter calted City, and Diamond Brothers Five Partnership, LP, hereinafter called Developer. WITNESSETH: FIRST: Developer, as part of the City's consideration of the lmprovement Plans known as lPig-056U, hereby agrees, at Developer's own cost and expense, to furnish all labor, equipment and materials necessary to perform and complete, within Seven Hundred and Thirtv Davs from the date this Agreement is executed, in a good and workmanlike manner, a sanitary sewer distribution system, complete with all necessary pipes, manholes, cleanouts, connections and appurtenances necessary to the satisfactory operation of said distribution sanitary sewer system. Developer further, to extend main or main or mains from the existing sewer system maintained and operated by Eastern Municipal Water District, to connect with the sanitary sewer system required to be constructed by this Agreement. All the above required work shall be in accordance with those plans and specifications which have been approved by the Public Works Director / City Engineer, office of the City of Menifee's Public Works / Engineering Department, and do all work incidental thereto in accordance with the standards set forth in City-adopted ordinances and City Standards and Specifications, as amended, or its successor, which are hereby expressly made a part of this Agreement. All the above required work shall be done under the inspection of and to the satisfaction of the Public Works Director / City Engineer, and shall not be deemed complete until approved and accepted in writing as complete by the Public Works Director i City Engineer. Developer further agrees to maintain the above required improvements for a period of one year following acceptance by the City, and during this one year period to repair or replace, to the satisfaction of the Public Works Director / City Engineer, any defective work or labor done or defective materials furnished. Developer further agrees that all underground improvements covered by this Agreement shall be completed prior to the paving of any roadway. The estimated cost of said work and improvements is the sum of Five Hundred Eiohtv Two Thousand and no/100 Dollars, $ 582.000.00, ("Estimated Cost"). 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 work 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. SECOND: Developer agrees to pay to City the actual cost of such inspections of the work and improvements as may be required by the Public Works Director / City Engineer. Developer shall, at its sole cost, expense and liability, pay all fees, charges, and taxes arising out of construction of the work performed pursuant to this Agreement, including, but not limited to fees for checking, filing, and processing of improvement plans and specifications and for inspecting the construction of said work. These fees must be paid in full prior to approval of the final map and improvement plans, unless such fees have not yet been assessed and are not yet due and payable. The fees referred to the above are not necessarily the only City fees, charges, or other cost that have been or will be imposed on the subdivision and its development, and this Agreement shall in no way exonerate or relieve Developer from paying such other applicable fees, charges and/or cost. Developer further agrees that, if suit is brought upon this Agreement or any security guaranteeing the completion of the road and drainage improvements, all costs and reasonable expenses and fees incurred by City in successfully enforcing such obligations shall be paid by Developer, including reasonable attorney's fees, and that, upon entry of judgment, all such costs, expenses and fees shall be taxed as costs and included in any judgment rendered. Developer, not the City, shall be legally responsible for making any payment and/or taking any action required by any such judgment. THIRD: City shall not, nor shall any officer or employee of City, be liable or responsible for any accident, loss, injury, or damage happening or occurring to the works specified in this agreement prior to the completion and acceptance thereof, nor shall City or any officer or employee thereof, be liable for any persons or property injured or damage by reason of the nature of the work, or by reason of the acts or omissions of Developer, its agents or employees, in the performance of the work, and all or said liabilities are assumed by Developer. Developer shall defend, indemnify, and hold harmless City, its elected officials, officers, employees, agents, and volunteers from any and all actual or alleged claims, demands, causes of action, liability, loss, administrative action of any federal, state, or local government 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 work contemplated under this Agreement, or performance of this Agreement. This indemnification includes, without limitation, the payment of all penalties, fines, judgments, awards, decrees, attorneys'fees, and related costs or expenses, and the reimbursement of City, its elected ofiicials, officers, employees, and/or agents for all legal expenses, and cost 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 by the negligence or willful misconduct of City as determined by a court or administration 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, agents, or volunteers. FOURTH: The Developer hereby grants to City, or any agent or employee of City, the irrevocable permission to enter without any additional consent upon the lands of the subject land division for the purpose of completing the improvements. This permission shall terminate in the event that Developer has completed work within the time specified or any extension thereof granted by the City. Under such circumstances, Developer shall be responsible for any and all expenses, costs, liabilities, and fees (including attorneys'fees and litigation cost) ("Completion Costs") incurred by the City in connation with ensuring that the work contemplated by this Agreement. Developer shall remit such completion Costs to the City no more than thirty (30) days of the date that the City notifies Developer of such Completions Cost. Failure to remit the Completion Costs in a timely matter shall result in the City having the right to invoke any remedy provided by law including the encumbrance of the any property owned by Developer in the amount equal to any unpaid Completion Cost. FIFTH: The Developer shall provide adequate notice and warning to the traveling public of each and every hazardous or dangerous condition caused or created by the construction of the works of improvement at all times up to the completion and formal acceptance of the works of improvement. The Developer shall protect all persons from such hazardous or dangerous conditions in compliance with State law regulations and standards for traffic regulatory control methods, including, but not limited to, stop signs, regulatory signs or signals, barriers, or detours. SIXTH: Developer, its agents and employees, shall give written notice to the Public Works Director / City Engineer at least forty eight (48) hours before beginning any work. Developer shall provide the Public Works Director / City Engineer or his designee reasonable access to facilities for obtaining full information with respect to the progress and manner of work and shall fully cooperate with any investigation regarding the same. SEVENTH: lf Developer, its agents or employees, neglects, refuses, or fails to prosecute the work with such diligence as to insure its completion within the specified time, or within such extensions of time which have been granted by City, or if Developer violates, neglects, refuses, or fails to perform satisfactorily any of the provisions of the plans and specifications, Developer shall be in default of this Agreement and notice of such default shall be served upon Developer. City shall have the power, on recommendation of the Public Works Director / City Engineer, to terminate all rights of Developer as a result of such default. The determination by the Public Works Director / City Engineer of the question as to whether any of the terms of the Agreement or specifications have been violated, or have not been performed satisfactorily, shall be conclusive upon the Developer, and any and all parties who may have any interest in the Agreement or any portion thereof. The foregoing provisions of this section shall be in addition to all other rights and remedies available to City under this Agreement or the law. The failure of the Developer to commence or complete construction shall not relieve the Developer or surety from completion of the improvements required by this Agreement. EIGHTH: Developer agrees to file with City, prior to the date that this Agreement is executed, both a good and sufficient improvement security in an amount not less than the Estimated Costs of the work and improvements for the faithful performance of the terms and conditions of this Agreement, and good and sufficient security for payment of labor and materials in accordance with City-adopted ordinances to secure the claims to which reference is made in Title 15 (commencing with Section 3082) of Part 4 of Division 3 of the Civil Code of the State of California. Developer agrees to renew each and every bond, lien, or other approved form of improvement security, with good and sufiicient sureties or increase the amount of said improvement security, or both, within ten (10) days after being notified by the Public Works Director / City Engineer that the sureties or amounts are insufficient. Notwithstanding any other provisions herein, if Developer fails to take such action as is necessary to comply with said notice, Developer shall be in default of this Agreement unless all required improvements are completed within ninety (90) days of the date on which the Public Works Director / City Engineer notified Developer of the insufiiciency of the security or the amount of the bonds, liens, or both. NINTH: lt is further agreed by and between the parties hereto, including the surety or sureties on the lien securing this Agreement, that, in the event it is deemed necessary to extend the time of completion of the work contemplated to be done under this Agreement, extensions of time may be granted in writing, from time to time, by City, either at its own option, or upon request of Developer, and such extensions shall in no way affect the validity of this Agreement or release the surety or sureties on such lien. Developer further agrees to maintain the aforesaid lien or liens in full force and effect during the terms of this Agreement, including any extensions of time as may be granted therein. TENTH: lt is understood and agreed by the parties hereto that if any part, term or provision of this Agreement is by the courts held to be unlawful and void, the validity of the remaining portions shall not be affected and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain that particular part, term or provision held to be invalid. ELEVENTH: This Agreement contains the entire Agreement of the parties as to the matters set forth herein. No waiver of any term or condition of this Agreement shall be a continuing waiver thereof. TWELFTH: ln any action or proceeding arising out of this Agreement, or the transactions contemplated hereby, the prevailing party therein shall be entitled to recover from the other party thereto the reasonable attorneys'and paralegals'fees, court costs, filing fees, publication cost and other expenses incurred by the prevailing party in connection therewith, at trial and all appellate proceedings. THIRTEENTH: This Agreement may be amended at any time by the mutual consent of the parties by a written instrument signed by both parties. FOURTEENTH: The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that, by so executing this Agreement, the parties hereto are formally bound to the provisions of this Agreement. FIFTEENTH: Developer shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without prior written consent of City. Any attempt to do so shall be null and void, and any assignee, hypothecate, or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecate, 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. ln the event that City consents in writing with such an assignment, any assignee, hypothecate, or transferee shall expressly assume Developer's obligations hereunder by a written agreement in a form, and containing such surety, as is reasonably acceptable to City. SIXTEENTH: Developer shall perform all work contemplated by this Agreement in accordance with all approved maps, conditions, plans, specifications, standard drawings, and special amendments thereto on file with the City, as well as all applicable federal, state, and local laws, ordinances, regulations, codes, standards, and other requirements. Developer and its contractors, if any, shall perform allwork required to construct all work performed pursuant to this Agreement in a skillful and workmanlike manner, and consistent with the standards general 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 shall maintained throughout the term of this Agreement. The agreement, hypothecation, or transfer shall be to the satisfaction of the City Attorney and shall include provisions requiring the assignee to post bonds or submit another form of financial security, satisfactory to City and approved by the City Attorney, to guarantee construction of the work covered by this Agreement. The Agreement shall survive the recordation of the Final Map and shall be recorded against each of the proposed lots to inform successors and assigns of the required work covered by this Agreement to be constructed and their time frame for construction. Following any permitted assignment, hypothecation, or transfer of the work covered by this Agreement, as set forth in this Section, City shall release Developer from its obligations so assigned and shall release to Developer any bonds or other security posted to secure the work covered by this Agreement so assigned; provided, however, that City shall not release any security or undertakings given to secure the performance of any of the work covered by this Agreement not assigned, hypothecated, or transferred. SEVENTEENTH: This agreement may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instruments. EIGHTEENTH: This Agreement is to be governed by the laws of the State of California. NINETEENTH: Any notice or notices required or permitted to be given pursuant to this Agreement shall be served on the other par$ by mail, postage prepaid, at the following addresses: ailr Develooer City of Menifee 29844 Haun Road Menifee, CA 92586 Diamond Brothers Five Partnership, LP 29875 Menifee Lakes Drive Menifee, CA 92584 TWENTIETH: 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 be true whether City's actions are intentional or unintentional. TWENTY-FIRST: 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 lN WITNESS WHEREOF, Landowner has affixed his name, address and seal Dated d 2020 By Pa Ch Diamond Brothers Five Partnerhsip, LP U"laa*rl Suo A{h"tv,,f,v Dated CITY OF MENIFEE By 1'' Biil ATTEST: 2020 CITY OF MENIFEE By City E G(.o.\Cr\., GsD APPROVED AS TO FORM: Melching,rney SIGNATURES OF DEVELOPER i,IUST BE ACKNOWLEDGED BY NOTARY AND EXECUTED IN TRIPLICATE Q ACKNOWLEDGMENT State of California County o1 Los Angeles ) On 9 /27 /zozo before me,Kailin Zhang "Notary Public" (insert name and title of the officer) personally appeared 6u L n who proved to me on the satisfactory evidence to person name(s) is/rc subscribed to the within instrument and acknowledged to me that he/shclthctrexecuted the same in h is/heltHt?-uthorized ca pacity( ies ), a nd th at by h i sAeilEtt signature(s)on the instrument theperson(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 foregoingparagraph is true and conect. flli 0 ,Tj t WITNESS my hand and official seal. 0l I Signature (Seal) A notary public or certificate verifies other officer completing this only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or of that document. AJ*"t^€^l {. 4r. (,^;Jr,$to, o+ P,wr|, U,hl- SyrLx in,,nuu,.,f> AGREEMENT FOR THE PLACEMENT OF SURVEY MONUMENTS Tract32102-1 This Agreement for placement of Survey Monuments ("Agreement") is made and entered into by and between the City of Menifee, State of California, hereinafter called City, and Diamond Brothers Five Partnership, a Limited Partnership, hereinafter called Developer. WITNESSETH: FIRST: Developer, as part of the City's consideration of the final map for that certain land division known as TR 32102-1, hereby agrees, at Developer's own cost and expense, to furnish all labor, equipment and materials necessary to set, within Seven Hundred and Thirtv Davs from the date this Agreement is executed, in a good and workmanlike manner, all survey monuments and tie points and furnish to the City Surveyor tie notes for said tract in accordance with standards set forth in Riverside County Ordinance No. 461, or any successor thereto, and Section 8771 el seq. of the Business and Professions Code of the State of California. The Developer further agrees to pay, within 30 days of presentation to Developer of the final billing of any surveyor or engineer for work performed by him as provides for in Article g of Chapter 4, Division 2 of Title 7 of the Government Code of the State of California (commencing with Section 66495). Developer further agrees that if payment to the Surveyor or engineer is not made within 30 days, the surveyor or engineer notifies City that he has not been paid for setting the final monuments, and the City of Menifee, pursuant to Section 66497 of the Government Code, after providing Developer with an opportunity to present evidence as to whether or not the surveyor or engineer has been paid, orders that payment be made by City to the engineer or surveyor, Developer will, upon demand, and without proof of loss by City, reimburse City for any funds so expended. Notwithstanding any other provision herein, the determination of City as to whether the surveyor or engineer has been paid shall be conclusive on Developer, its surety, and all parties who may have an interest in the Agreement or any portion thereof. All the above required work shall be done under the inspection of and to the satisfaction of the City Engineer, and shall not be deemed complete until approved and accepted in writing as complete by the City Engineer. Developer further agrees to maintain the above required improvements for a period of one year following acceptance by the City, and during this one year period to repair or replace, to the satisfaction of the City Engineer, any defective work or labor done or defective materials furnished. Developer further agrees that all underground improvements covered by this Agreement shall be completed prior to the paving of any roadway. The estimated cost of said work and improvements is the sum of One Hundred Eighty Five Thousand Seven Hundred Sixty and no/100 Dollars, $185.760.00, ("Estimated Cost"). 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 work 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. SECOND: Developer agrees to pay to City the actual cost of such inspections of the work and improvements as may be required by the City Engineer. Developer shall, at its sole cost, expense. and liability, pay all fees, charges, and taxes arising out of construction of the work performed pursuant to this Agreement, including, but not limited to fees for checking, filing, and processing of improvement plans and specifications and for inspecting the construction of said work. These fees must be paid in full prior to approval of the final map and improvement plans, unless such fees have not yet been assessed and are not yet due and payable. The fees referred to the above are not necessarily the only City fees, charges, or other cost that have been or will be imposed on the subdivision and its development, and this Agreement shall in no way exonerate or relieve Developer from paying such other applicable fees, charges and/or cost. Developer further agrees that, if suit is brought upon this Agreement or any improvement security guaranteeing the completion of the road and drainage improvements, all costs and reasonable expenses and fees incurred by City in successfully enforcing such obligations shall be paid by Developer, including reasonable attorney's fees, and that, upon entry of judgment, all such costs, expenses and fees shall be taxed as costs and included in any judgment rendered. Developer, not the City, shall be legally responsible for making any payment and/or taking any action required by any such judgment. THIRD: City shall not, nor shall any officer or employee of City, be liable or responsible for any accident, loss, injury, or damage happening or occurring to the works specified in this agreement prior to the completion and acceptance thereof, nor shall City or any officer or employee thereof, be liable for any persons or property injured or damage by reason of the nature of the work, or by reason of the acts or omissions of Developer, its agents or employees, in the performance of the work, and all or said liabilities are assumed by Developer. Developer shall defend, indemnify, and hold harmless City, its elected officials, officers, employees, agents, and volunteers from any and all actual or alleged claims, demands, causes of action, liability, loss, administrative action of any federal, state, or local government 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 work contemplated under this Agreement, or performance of this Agreement. This indemnification includes, without limitation, the payment of all penalties, fines, judgments, awards, decrees, attorneys'fees, and related costs or expenses, and the reimbursement of City, its elected officials, officers, employees, and/or agents for all legal expenses, and cost 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 by the negligence or willful misconduct of City as determined by a court or administration 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, agents, or volunteers. FOURTH: The Developer hereby grants to City, or any agent or employee of City, the irrevocable permission to enter without any additional consent upon the lands of the subject land division for the purpose of completing the improvements. This permission shall terminate in the event that Developer has completed work within the time specified or any extension thereof granted by the City. Under such circumstances, Developer shall be responsible for any and all expenses, costs, liabilities, and fees (including attorneys'fees and litigation cost) ("Completion Costs") incurred by the City in connation with ensuring that the work contemplated by this Agreement. Developer shall remit such completion Costs to the City no more than thirty (30) days of the date that the City notifies Developer of such Completions Cost. Failure to remit the Completion Costs in a timely matter shall result in the City having the right to invoke any remedy provided by law including the encumbrance of the any property owned by Developer in the amount equal to any unpaid Completion Cost. FIFTH: The Developer shall provide adequate notice and warning to the traveling public of each and every hazardous or dangerous condition caused or created by the construction of the works of improvement at all times up to the completion and formal acceptance of the works of improvement. The Developer shall protect all persons from such hazardous or dangerous conditions in compliance with State law regulations and standards for traffic regulatory control methods, including, but not limited to, stop signs, regulatory signs or signals, barriers, or detours. SIXTH: Developer, its agents and employees, shall give written notice to the City Engineer at least forty eight (a8) hours before beginning any work. Developer shall provide the City Engineer or his designee reasonable access to facilities for obtaining full information with respect to the progress and manner of work and shall fully cooperate with any investigation regarding the same. SEVENTH: lf Developer, its agents or employees, neglects, refuses, or fails to prosecute the work with such diligence as to insure its completion within the specified time, or within such extensions of time which have been granted by City, or if Developer violates, neglects, refuses, or fails to perform satisfactorily any of the provisions of the plans and specifications, Developer shall be in default of this Agreement and notice of such default shall be served upon Developer. City shall have the power, on recommendation of the City Engineer, to terminate all rights of Developer as a result of such default. The determination by the City Engineer of the question as to whether any of the terms of the Agreement or specifications have been violated, or have not been performed satisfactorily, shall be conclusive upon the Developer, and any and all parties who may have any interest in the Agreement or any portion thereof. The foregoing provisions of this section shall be in addition to all other rights and remedies available to City under this Agreement or the law. The failure of the Developer to commence or complete construction shall not relieve the Developer or surety from completion of the improvements required by this Agreement. EIGHTH: Developer agrees to file with City, prior to the date that this Agreement is executed, both agood and sufficient improvement security in an amount not less than the Estimated Costs of the work and improvements for the faithful performance of the terms and conditions of this Agreement, and good and sufficient security for payment of labor and materials in the amount prescribed by Article XVll of Riverside County Ordinance 460 as amended to secure the claims to which reference is made in Title 1S (commencing with Section 3082) of Parl 4 of Division 3 of the Civil Code of the State of California. Developer agrees to renew each and every bond, lien, or other approved form of improvement security, with good and sufficient sureties or increase the amount of said improvement security, or both, within ten (10) days after being notified by the Public Works Director / City Engineer that the sureties or amounts are insufficient. Notwithstanding any other provisions herein, if Developer fails to take such action as is necessary to comply with said notice, Developer shall be in default of this Agreement unless all required improvements are completed within ninety (90) days of the date on which the Public Works Director / City Engineer notified Developer of the insufficiency of the security or the amount of the bonds, liens, or both. NINTH: lt is further agreed by and between the parties hereto, including the surety or sureties on the lien securing this Agreement, that, in the event it is deemed necessary to extend the time of completion of the work contemplated to be done under this Agreement, extensions of time may be granted in writing, from time to time, by City, either at its own option, or upon request of Developer, and such extensions shall in no way affect the validity of this Agreement or release the surety or sureties on such lien. Developer further agrees to maintain the aforesaid lien or liens in full force and effect during the terms of this Agreement, including any extensions of time as may be granted therein. TENTH: lt is understood and agreed by the parties hereto that if any part, term or provision of this Agreement is by the courts held to be unlaMul and void, the validity of the remaining portions shall not be affected and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain that particular part, term or provision held to be invalid. ELEVENTH: This Agreement contains the entire Agreement of the parties as to the matters set forth herein. No waiver of any term or condition of this Agreement shall be a continuing waiver thereof. TWELFTH: ln any action or proceeding arising out of this Agreement, or the transactions contemplated hereby, the prevailing party therein shall be entitled to recover from the other party thereto the reasonable attorneys'and paralegals'fees, court costs, filing fees, publication cost and other expenses incurred by the prevailing party in connection therewith, at trial and all appellate proceedings. THIRTEENTH: This Agreement may be amended at any time by the mutual consent of the parties by a written instrument signed by both parties. FOURTEENTH: The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that, by so executing this Agreement, the parties hereto are formally bound to the provisions of this Agreement. FIFTEENTH: Developer shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without prior written consent of City. Any attempt to do so shall be null and void, and any assignee, hypothecate, or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecate, or transfer. Unless speciflcally 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. ln the event that City consents in writing to such an assignment, any assignee, hypothecate, or transferee shall expressly assume Developer's obligations hereunder by a written agreement in a form, and containing such surety, as is reasonably acceptable to City. SIXTEENTH: Developer shall perform all work contemplated by this Agreement in accordance with all approved maps, conditions, plans, specifications, standard drawings, and special amendments thereto on file with the City, as well as all applicable federal, state, and local laws, ordinances, regulations, codes, standards, and other requirements. Developer and its contractors, if any, shall perform all work required to construct all work performed pursuant to thisAgreement in a skillful and workmanlike manner, and consistent with the standards general 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 shall maintained throughout the term of this Agreement. The agreement, hypothecation, or transfer shall be to the satisfaction of the City Attorney and shall include provisions requiring the assignee to post bonds or submit another form of financial security, satisfactory to City and approved by the City Attorney, to guarantee construction of the work covered by this Agreement. The Agreement shall survive the recordation of the Final Map and shall be recorded againit each of tne proposed lots to inform successors and assigns of the required work covered by this Agreement to be constructed and their time frame for construction. Following any permitted assignment, hypothecation, or transfer of the work covered by this Agreement, as set forth in this Section, City shall release Developer from its obligations so assigned and shall release to Developer any bonds or other security posted to secure the work covered by this Agreement so assigned, provided, however, that City shall not release any security or undertakings given to secure the performance of any of the work covered by this Agreement not assigned, hypothecated, or transferred. SEVENTEENTH: This agreement may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instruments. EIGHTEENTH: This Agreement is to be governed by the laws of the State of California. NINETEENTH: Any notice or notices required or permitted to be given pursuant to this Agreement shall be served on the other party by mail, postage prepaid, at the following addresses: elly Develooer City of Menifee 29844 Haun Road Menifee, CA 92586 Diamond Brothers Five Partnership, LP 29875 Menifee Lakes Drive Menifee, CA 92584 TWENTIETH: 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 be true whether City's actions are intentional or unintentional. TWENTY-FIRST: 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 Pafi to assign any right or obligation lN WITNESS WHEREOF, Landowner has affixed his name, address and seal. Dated d 2020 By: hi ao-C Ge ne Partner Diamond Brothers Five P, LP tl/oh;ul S-. € PaI <__ Jpr*l- Dated CITY OF MENIFEE By Biil ATTEST: 2020 CITY OF MENIFEE .Yo c\a qgcil$\o.drfr., eSgCityineer By: , Mayor APPR AS TO FORM Clerk Melching, City SIGNATURES OF DEVELOPER MUST BE ACKNOWLEDGED BY NOTARY AND EXECUTED IN TRIPLICATE By: ACKNOWLEDGMENT State of California County of Los Angeles On 9 /27 /zozrt before me,Kailin Zhang "Notary Public" (i nsert name and title of the officer) personally appeared who proved to me on c_ the satisfactory evidence to person(s name(s) is/rsubscribed to the within instrument and acknowledged to me that he/shcllhryexecuted the same in h is/hqglllctrZEtho rized capacity(ies), and that by hisA*lGtt signature(s)on the instrument theperson(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 foregoingparagraph is true and correct. WITNESS my hand and officialseal KAILIN ZHANG c0MM...2277300 NO]ARY PUBTIC.CATIFORNIA LOS ANGETES COUNW0 Term February 14,2@3 Signature (Seal) A nota ry pu or other officer co mpleti ng rh is certificate verifies on ly the identity of the i ndividual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or of that document. A6*""'"I fr, llu lk*vqlf o-( l/.ovn<ve-tbSn^y ) AGREEMENT FOR THE CONSTRUCTION OF DOMESTIC WATER SYSTEM IMPROVEMENTS TR 32102-1; !P19-053U This Agreement for Construction of Water System lmprovements ("Agreement") is made and enteredinto by and between the City of Menifee, State of California, hereinafter called City, and Diamond Brothers Five Partnership, LP, hereinafter called Developer. WITNESSETH: FIRST: Developer, as part of the City's consideration of the lmprovement Plans known as lP19-0S3U, hereby agrees, at Developer's own cost and expense, to furnish all labor, equipment and materials necessary to perform and complete, within Seven Hundred and Thirtv Davs from the date this Agreement is executed, in a good and workmanlike manner, a sanitary sewer distribution system, complete with all necessary pipes, manholes, cleanouts, connections and appurtenances necessary to the satisfactory operation of said distribution sanitary sewer system. Developer further, to extend main or main or mains from the existing sewer system maintained and operated by Eastern Municipal Water District, to connect with the sanitary sewer system required to be constructed by this Agreement. All the above required work shall be in accordance with those plans and specifications which have been approved by the Public Works Director / City Engineer, office of the City of Menifee's Public Works / Engineering Department, and do all work incidental thereto in accordance with the standards set forth in City-adopted ordinances and City Standards and Specifications, as amended, or its successor, which are hereby expressly made a part of this Agreement. All the above required work shall be done under the inspection of and to the satisfaction of the Public Works Director / City Engineer, and shall not be deemed complete until approved and accepted in writing as complete by the Public Works Director / City Engineer. Developer further agrees to maintain the above required improvements for a period of one year following acceptance by the City, and during this one year period to repair or replace, to the satisfaction of the Public Works Director / City Engineer, any defective work or labor done or defective materials furnished. Developer further agrees that all underground improvements covered by this Agreement shall be completed prior to the paving of any roadway. The estimated cost of said work and improvements is the sum of Six Hundred Sixtv Three Thousand Five Hundred and no/100 Dollars, $ 663.500.00, ("Estimated Cost"). 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 work 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. SECOND: Developer agrees to pay to City the actual cost of such inspections of the work and improvements as may be required by the Public Works Director / City Engineer. Developer shall, at its sole cost, expense and liability, pay all fees, charges, and taxes arising out of construction of the work performed pursuant to this Agreement, including, but not limited to fees for checking, filing, and processing of improvement plans and specifications and for inspecting the construction of said work. These fees must be paid in full prior to approval of the final map and improvement plans, unless such fees have not yet been assessed and are not yet due and payable. The fees referred to the above are not necessarily the only City fees, charges, or other cost that have been or will be imposed on the subdivision and its development, and this Agreement shall in no way exonerate or relieve Developer from paying such other applicable fees, charges and/or cost. Developer further agrees that, if suit is brought upon this Agreement or any security guaranteeing the completion of the road and drainage improvements, all costs and reasonable expenses and fees incurred by City in successfully enforcing such obligations shall be paid by Developer, including reasonable attorney's fees, and that, upon entry of judgment, all such costs, expenses and fees shall be taxed as costs and included in any judgment rendered. Developer, not the City, shall be legally responsible for making any payment and/or taking any action required by any such judgment. THIRD: City shall not, nor shall any officer or employee of City, be liable or responsible for any accident, loss, injury, or damage happening or occurring to the works specified in this agreement prior to the completion and acceptance thereof, nor shall City or any officer or employee thereof, be liable for any persons or property injured or damage by reason of the nature of the work, or by reason of the acts or omissions of Developer, its agents or employees, in the performance of the work, and all or said liabilities are assumed by Developer. Developer shall defend, indemnify, and hold harmless City, its elected officials, officers, employees, agents, and volunteers from any and all actual or alleged claims, demands, causes of action, liability, loss, administrative action of any federal, state, or local government 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 work contemplated under this Agreement, or performance of this Agreement. This indemnification includes, without limitation, the payment of all penalties, fines, judgments, awards, decrees, attorneys'fees, and related costs or expenses, and the reimbursement of City, its elected ofiicials, officers, employees, and/or agents for all legal expenses, and cost 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 by the negligence or willful misconduct of City as determined by a court or administration 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, agents, or volunteers. FOURTH: The Developer hereby grants to City, or any agent or employee of City, the irrevocable permission to enter without any additional consent upon the lands of the subject land division for the purpose of completing the improvements. This permission shall terminate in the event that Developer has completed work within the time specified or any extension thereof granted by the City. Under such circumstances, Developer shall be responsible for any and all expenses, costs, liabilities, and fees (including attorneys'fees and litigation cost) ("Completion Costs") incurred by the City in connation with ensuring that the work contemplated by this Agreement. Developer shall remit such completion Costs to the City no more than thirty (30) days of the date that the City notifies Developer of such Completions Cost. Failure to remit the Completion Costs in a timely matter shall result in the City having the right to invoke any remedy provided by law including the encumbrance of the any property owned by Developer in the amount equal to any unpaid Completion Cost. FIFTH: The Developer shall provide adequate notice and warning to the traveling public of each and every hazardous or dangerous condition caused or created by the construction of the works of improvement at all times up to the completion and formal acceptance of the works of improvement. The Developer shall protect all persons from such hazardous or dangerous conditions in compliance with State law regulations and standards for traffic regulatory control methods, including, but not limited to, stop signs, regulatory signs or signals, barriers, or detours. SIXTH: Developer, its agents and employees, shall give written notice to the Public Works Director / City Engineer at least forty eight (48) hours before beginning any work. Developer shall provide the Public Works Director / City Engineer or his designee reasonable access to facilities for obtaining full information with respect to the progress and manner of work and shall fully cooperate with any rnvestigation regarding the same. SEVENTH: lf Developer, its agents or employees, neglects, refuses, or fails to prosecute the work with such diligence as to insure its completion within the specified time, or within such extensions of time which have been granted by City, or if Developer violates, neglects, refuses, or fails to perform satisfactorily any of the provisions of the plans and speciflcations, Developer shall be in default of this Agreement and notice of such default shall be served upon Developer. City shall have the power, on recommendation of the Public Works Director / City Engineer, to terminate all rights of Developer as a result of such default. The determination by the Public Works Director / City Engineer of the question as to whether any of the terms of the Agreement or specifications have been violated, or have not been performed satisfactorily, shall be conclusive upon the Developer, and any and all parties who may have any interest in the Agreement or any portion thereof. The foregoing provisions of this section shall be in addition to all other rights and remedies available to City under this Agreement or the law. The failure of the Developer to commence or complete construction shall not relieve the Developer or surety from completion of the improvements required by this Agreement. EIGHTH: Developer agrees to file with City, prior to the date that this Agreement is executed, both a good and sufficient improvement security in an amount not less than the Estimated Costs of the work and improvements for the faithful performance of the terms and conditions of this Agreement, and good and sufficient security for payment of labor and materials in accordance with City-adopted ordinances to secure the claims to which reference is made in Title 15 (commencing with Section 3082) of Parl 4 of Division 3 of the Civil Code of the State of California. Developer agrees to renew each and every bond, lien, or other approved form of improvement security, with good and sufficient sureties or increase the amount of said improvement security, or both, within ten (10) days after being notified by the Public Works Director / City Engineer that the sureties or amounts are insufficient. Notwithstanding any other provisions herein, if Developer fails to take such action as is necessary to comply with said notice, Developer shall be in default of this Agreement unless all required improvements are completed within ninety (90) days of the date on which the Public Works Director / City Engineer notified Developer of the insufiiciency of the security or the amount of the bonds, liens, or both. NINTH: lt is further agreed by and between the parties hereto, including the surety or sureties on the lien securing this Agreement, that, in the event it is deemed necessary to extend the time of completion of the work contemplated to be done under this Agreement, extensions of time may be granted in writing, from time to time, by City, either at its own option, or upon request of Developer, and such extensions shall in no way affect the validity of this Agreement or release the surety or sureties on such lien. Developer further agrees to maintain the aforesaid lien or liens in full force and effect during the terms of this Agreement, including any extensions of time as may be granted therein. TENTH: lt is understood and agreed by the parties hereto that if any part, term or provision of this Agreement is by the courts held to be unlawful and void, the validity of the remaining portions shall not be affected and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain that particular part, term or provision held to be invalid. ELEVENTH: This Agreement contains the entire Agreement of the parties as to the matters set forth herein. No waiver of any term or condition of this Agreement shall be a continuing waiver thereof. TWELFTH: ln any action or proceeding arising out of this Agreement, or the transactions contemplated hereby, the prevailing party therein shall be entitled to recover from the other party thereto the reasonable attorneys'and paralegals'fees, court costs, filing fees, publication cost and other expenses incurred by the prevailing party in connection therewith, at trial and all appellate proceedings. THIRTEENTH: This Agreement may be amended at any time by the mutual consent of the parties by a written instrument signed by both parties. FOURTEENTH: The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that, by so executing this Agreement, the parties hereto are formally bound to the provisions of this Agreement. FIFTEENTH: Developer shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without prior written consent of City. Any attempt to do so shall be null and void, and any assignee, hypothecate, or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecate, 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. ln the event that City consents in writing with such an assignment, any assignee, hypothecate, or transferee shall expressly assume Developer's obligations hereunder by a written agreement in a form, and containing such surety, as is reasonably acceptable to City. SIXTEENTH: Developer shall perform all work contemplated by this Agreement in accordance with all approved maps, conditions, plans, specifications, standard drawings, and special amendments thereto on file with the City, as well as all applicable federal, state, and local laws, ordinances, regulations, codes, standards, and other requirements. Developer and its contractors, if any, shall perform allwork required to construct all work performed pursuant to this Agreement in a skillful and workmanlike manner, and consistent with the standards general 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 shall maintained throughout the term of this Agreement. The agreement, hypothecation, or transfer shall be to the satisfaction of the City Attorney and shall include provisions requiring the assignee to post bonds or submit another form of financial security, satisfactory to City and approved by the City Attorney, to guarantee construction of the work covered by this Agreement. The Agreement shall survive the recordation of the Final Map and shall be recorded against each of the proposed lots to inform successors and assigns of the required work covered by this Agreement to be constructed and their time frame for construction. Following any permitted assignment, hypothecation, or transfer of the work covered by this Agreement, as set forth in this Section, City shall release Developer from its obligations so assigned and shall release to Developer any bonds or other security posted to secure the work covered by this Agreement so assigned; provided, however, that City shall not release any security or undertakings given to secure the performance of any of the work covered by this Agreement not assigned, hypothecated, or transferred. SEVENTEENTH: This agreement may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instruments. EIGHTEENTH: This Agreement is to be governed by the laws of the State of California. NINETEENTH: Any notice or notices required or permitted to be given pursuant to this Agreement shall be served on the other party by mail, postage prepaid, at the following addresses: AXy Developer City of Menifee 298/,4 Haun Road Menifee, CA 92586 Diamond Brothers Five Partnership, LP 29875 Menifee Lakes Drive Menifee, CA 92584 TWENTIETH: 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 be true whether City's actions are intentional or unintentional. TWENTY-FIRST 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 Pafi to assign any right or obligation lN WITNESS WHEREOF, Landowner has affixed his name, address and seal. Auo^tl J7 ,zo2oDated By:--J Ge ao-Tu General Partner h Diamond fte7 Brothers Five Partnerhsip, LP 9r- */b,l$'^t Dated l 2020 CITY OF MENIFEE By City CITY OF MENIFEE By --Y,A'rl\/ Ynzm\Srfl,uavor APPROVED AS TO FORM By: anwaring,Clerk Melching,Attorney SIGNATURES OF DEVELOPER MUST BE ACKNOWLEDGED BY NOTARY AND EXECUTED IN TRIPLICATE Pe.r asp ATTEST: 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 val of that document. State of California County of Los Angeles 9 /27 /zozo before me,Kailin Zhang "Notary Public" (insert name and title of the officer) personally appeared who proved to me on L an the satisfactory evidence to person name(s)is/r subscribed to the within instrument and acknowledged to me that he/shclthryexecuted the same in h i s/h e/lktlZUl ho ri zed capacity(ies), and that by hisautTffitt signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. CIF (J m Signature (Seal) l,j* tri"ql #' /h' 'P4n /ltl"-. I G'rsl*J;"" o A Mynw"'-, h / ) On c0MM...2277300 NOTARY PUBI,IC.CAI.IFORIIIA I.OS ANGEIES COUNTY ZHANG 14,2023Term Exp. AGREEMENT FOR THE CONSTRUCTION OF RECYCLED WATER SYSTEM IMPROVEMENTS TR 32102-1;lP19-053U This Agreement for Construction of Water System lmprovements ("Agreement") is made and entered into by and between the City of Menifee, State of California, hereinafter called City, and Diamond Brothers Five Partnership, LP, hereinafter called Developer. WITNESSETH: FIRST: Developer, as part of the City's consideration of the lmprovement Plans known as lP19-053U, hereby agrees, at Developer's own cost and expense, to furnish all labor, equipment and materials necessary to perform and complete, within Seven Hundred and Thirtv Davs from the date this Agreement is executed, in a good and workmanlike manner, a sanitary sewer distribution system, complete with all necessary pipes, manholes, cleanouts, connections and appurtenances necessary to the satisfactory operation of said distribution sanitary sewer system. Developer further, to extend main or main or mains from the existing sewer system maintained and operated by Eastern Municipal Water District, to connect with the sanitary sewer system required to be constructed by this Agreement. All the above required work shall be in accordance with those plans and specifications which have been approved by the Public Works Director / City Engineer, office of the City of Menifee's Public Works / Engineering Department, and do all work incidental thereto in accordance with the standards set forth in City-adopted ordinances and City Standards and Specifications, as amended, or its successor, which are hereby expressly made a part of this Agreement. All the above required work shall be done under the inspection of and to the satisfaction of the Public Works Director / City Engineer, and shall not be deemed complete until approved and accepted in writing as complete by the Public Works Director / City Engineer. Developer further agrees to maintain the above required improvements for a period of one year following acceptance by the City, and during this one year period to repair or replace, to the satisfaction of the Public Works Director / City Engineer, any defective work or labor done or defective materrals furnished. Developer further agrees that all underground improvements covered by this Agreement shall be completed prior to the paving of any roadway. The estimated cost of said work and improvements is the sum of One Hundred NineW One Thousand Five Hundred and no/100 Dollars, $-L!I!,.,919.9..99, ("Estimated Cost"). 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 laMul construction of the work 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. SECOND: Developer agrees to pay to City the actual cost of such inspections of the work and improvements as may be required by the Public Works Director / City Engineer. Developer shall, at its sole cost, expense and liability, pay all fees, charges, and taxes arising out of construction of the work performed pursuant to this Agreement, including, but not limited to fees for checking, filing, and processing of improvement plans and specifications and for inspecting the construction of said work. These fees must be paid in full prior to approval of the final map and improvement plans, unless such fees have not yet been assessed and are not yet due and payable. The fees referred to the above are not necessarily the only City fees, charges, or other cost that have been or will be imposed on the subdivision and its development, and this Agreement shall in no way exonerate or relieve Developer from paying such other applicable fees, charges and/or cost. Developer further agrees that, if suit is brought upon this Agreement or any security guaranteeing the completion of the road and drainage improvements, all costs and reasonable expenses and fees incurred by City in successfully enforcing such obligations shall be paid by Developer, including reasonable attorney's fees, and that, upon entry of judgment, all such costs, expenses and fees shall be taxed as costs and included in any judgment rendered. Developer, not the City, shall be legally responsible for making any payment and/or taking any action required by any such judgment. THIRD: City shall not, nor shall any officer or employee of City, be liable or responsible for any accident, loss, injury, or damage happening or occurring to the works specified in this agreement prior to the completion and acceptance thereof, nor shall City or any officer or employee thereof, be liable for any persons or property injured or damage by reason of the nature of the work, or by reason of the acts or omissions of Developer, its agents or employees, in the performance of the work, and all or said liabilities are assumed by Developer. Developer shall defend, indemnify, and hold harmless City, its elected officials, officers, employees, agents, and volunteers from any and all actual or alleged claims, demands, causes of action, liability, loss, administrative action of any federal, state, or local government 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 work contemplated under this Agreement, or performance of this Agreement. This indemnification includes, without limitation, the payment of all penalties, fines, judgments, awards, decrees, attorneys' fees, and related costs or expenses, and the reimbursement of City, its elected ofiicials, officers, employees, and/or agents for all legal expenses, and cost 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 by the negligence or willful misconduct of City as determined by a court or administration 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, agents, or volunteers. FOURTH: The Developer hereby grants to City, or any agent or employee of City, the irrevocable permission to enter without any additional consent upon the lands of the subject land division for the purpose of completing the improvements. This permission shall terminate in the event that Developer has completed work within the time specified or any extension thereof granted by the City. Under such circumstances, Developer shall be responsible for any and all expenses, costs, liabilities, and fees (including attorneys'fees and litigation cost) ("Completion Costs") incurred by the City in connation with ensuring that the work contemplated by this Agreement. Developer shall remit such completion Costs to the City no more than thirty (30) days of the date that the City notifies Developer of such Completions Cost. Failure to remit the Completion Costs in a timely matter shall result in the City having the right to invoke any remedy provided by law including the encumbrance of the any property owned by Developer in the amount equal to any unpaid Completion Cost. FIFTH: The Developer shall provide adequate notice and warning to the traveling public of each and every hazardous or dangerous condition caused or created by the construction of the works of improvement at all times up to the completion and formal acceptance of the works of improvement. The Developer shall protect all persons from such hazardous or dangerous conditions in compliance with State law regulations and standards for traffic regulatory control methods, including, but not limited to, stop signs, regulatory signs or signals, barriers, or detours. SIXTH: Developer, its agents and employees, shall give written notice to the Public Works Director / City Engineer at least forty eight (48) hours before beginning any work. Developer shall provide the Public Works Director / City Engineer or his designee reasonable access to facilities for obtaining full information with respect to the progress and manner of work and shall fully cooperate with any investigation regarding the same. SEVENTH: lf Developer, its agents or employees, neglects, refuses, or fails to prosecute the work with such diligence as to insure its completion within the specified time, or within such extensions of time which have been granted by City, or if Developer violates, neglects, refuses, or fails to perform satisfactorily any of the provisions of the plans and specifications, Developer shall be in default of this Agreement and notice of such default shall be served upon Developer. City shall have the power, on recommendation of the Public Works Director / City Engineer, to terminate all rights of Developer as a result of such default. The determination by the Public Works Director / City Engineer of the question as to whether any of the terms of the Agreement or specifications have been violated, or have not been performed satisfactorily, shall be conclusive upon the Developer, and any and all parties who may have any interest in the Agreement or any portion thereof. The foregoing provisions of this section shall be in addition to all other rights and remedies available to City under this Agreement or the law. The failure of the Developer to commence or complete construction shall not relieve the Developer or surety from completion of the improvements required by this Agreement. EIGHTH: Developer agrees to file with City, prior to the date that this Agreement is executed, both a good and sufficient improvement security in an amount not less than the Estimated Costs of the work and improvements for the faithful performance of the terms and conditions of this Agreement, and good and sufficient security for payment of labor and materials in accordance with City-adopted ordinances to secure the claims to which reference is made in Title 15 (commencing with Section 3082) of Part 4 of Division 3 of the Civil Code of the State of California. Developer agrees to renew each and every bond, lien, or other approved form of improvement security, with good and sufficient sureties or increase the amount of said improvement security, or both, within ten (10) days after being notified by the Public Works Director / City Engineer that the sureties or amounts are insufficient. Notwithstanding any other provisions herein, if Developer fails to take such action as is necessary to comply with said notice, Developer shall be in default of this Agreement unless all required improvements are completed within ninety (90) days of the date on which the Public Works Director / City Engineer notified Developer of the insufiiciency of the security or the amount of the bonds, liens, or both. NINTH: lt is further agreed by and between the parties hereto, including the surety or sureties on the lien securing this Agreement, that, in the event it is deemed necessary to extend the time of completion of the work contemplated to be done under this Agreement, extensions of time may be granted in writing, from time to time, by City, either at its own option, or upon request of Developer, and such extensions shall in no way affect the validity of this Agreement or release the surety or sureties on such lien. Developer further agrees to maintain the aforesaid lien or liens in full force and effect during the terms of this Agreement, including any extensions of time as may be granted therein. TENTH: lt is understood and agreed by the parties hereto that if any part, term or provision of this Agreement is by the courts held to be unlawful and void, the validity of the remaining portions shall not be affected and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain that particular part, term or provision held to be invalid. ELEVENTH: This Agreement contains the entire Agreement of the parties as to the matters set forth herein. No waiver of any term or condition of this Agreement shall be a continuing waiver thereof. TWELFTH: ln any action or proceeding arising out of this Agreement, or the transactions contemplated hereby, the prevailing party therein shall be entitled to recover from the other party thereto the reasonable attorneys'and paralegals'fees, court costs, filing fees, publication cost and other expenses incurred by the prevailing party in connection therewith, at trial and all appellate proceedings. THIRTEENTH: ThisAgreement may be amended at any time by the mutualconsent of the parties by a written instrument signed by both parties. FOURTEENTH: The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that, by so executing this Agreement, the parties hereto are formally bound to the provisions of this Agreement. FIFTEENTH: Developer shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without prior written consent of City. Any attempt to do so shall be null and void, and any assignee, hypothecate, or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecate, 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. ln the event that City consents in writing with such an assignment, any assignee, hypothecate, or transferee shall expressly assume Developer's obligations hereunder by a written agreement in a form, and containing such surety, as is reasonably acceptable to City. SIXTEENTH: Developer shall perform all work contemplated by this Agreement in accordance with all approved maps, condrtions, plans, speciflcations, standard drawings, and special amendments thereto on file with the City, as well as all applicable federal, state, and local laws, ordinances, regulations, codes, standards, and other requirements. Developer and its contractors, if any, shall perform all work required to construct all work performed pursuant to this Agreement in a skillful and workmanlike manner, and consistent with the standards general 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 havesufficient skill and experience to perform the work assigned to them, and that they shall have all licenses,permits, qualifications, and approvals shall maintained throughout the term of this Agreement. The agreement, hypothecation, or transfer shall be to the satisfaction of the City Attorney and shallinclude provisions requiring the assignee to post bonds or submit another form of financial security, satisfactoryto City and approved by the City Attorney, to guarantee construction of the work covered by this Agreement. The Agreement shall survive the recordation of the Final Map and shall be recorded againit each of theproposed lots to inform successors and assigns of the required work covered by this Agreement to beconstructed and their time frame for construction. Following any permitted assignment, hypothecation, ortransfer of the work covered by this Agreement, as set fortlr in this Section, Citylnatt reteise Devetoper from its obligations so assigned and shall release to Developer any bonds or other iecurity posted to secure the work covered by this Agreement so assigned; provided, however, that City shall not release any security or undertakings given to secure the performance of any of the work covered by this Agreement not assigned, hypothecated, or transferred. SEVENTEENTH. This agreement may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instruments. EIGHTEENTH: This Agreement is to be governed by the laws of the State of California. NINETEENTH: Any notice or notices required or permitted to be given pursuant to this Agreement shall be served on the other party by mail, postage prepaid, at the following addresses: eity Develooer City of Menifee 29844 Haun Road Menifee, CA 92586 Diamond Brothers Five Partnership, LP 29875 Menifee Lakes Drive Menifee, CA 92584 TWENTIETH: 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 be true whether City's actions are intentional or unintentional. TWENTY-FIRST: 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 representativel, or assigns. This Section shall not be construed as an authorization for any Party to assign any right or obligation lN WITNESS WHEREOF, Landowner has affixed his name, address and seal Dated Auoutt 2 7 2020 By U Geo e o-Tun General Partner Diamond y,ra Brothers Five Partnerhsip, LPIa +k.lw? Dated.2020 CITY OF MENIFEE By: ,Qc.1Qsu ATTEST: City CITY OF MENIFEE By -?JX,W Brtt Zimm@la(,trlayor APPROVED AS TO FORM: By: anwaring,ity lerk ry T. Melching Attorney SIGNATURES OF DEVELOPER MUST BE ACKNOWLEDGED BY NOTARY AND EXECUTED IN TRIPLICATE ACKNOWLEDGMENT State of California County of Los Angeles On 9 /27 /zozrt before me, Kailin Zhang "Notary public', insert name and title of the officer) personally appeared 6q an who proved to me on the bas satisfactory evidence to person(s name(s) is/rcsubscribed to the within instrument and acknowledged to me that he/shclthtfexecuted the same inhis/heglhcfr€uthorized capacity( ies),and that by hisActlGt?signature(s)on the instrument theperson(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 foregoingparagraph is true and correct. WITNESS my hand and offlcial seal CIF(J m Signature (Seal) A notary public o r othe r officer completing this certificate verifies only the identity of the individua who s igned the document to which this ce rtificate is attached,a nd nol the truthfulness,accuracy or va of that document. A6*"'^+ l"Ak- #" ii. C^l*"fi! r o+ KucTLJ 5 y s ku I ^r2'.^te n,.c't fZ ) AGREEMENT FOR THE CONSTRUCTION OF SEWER SYSTEM IMPROVEMENTS TR 32102-1; lPl9-053U This Agreement for Construction of Sewer System lmprovements ("Agreement") is made and entered into by and between the City of Menifee, State of California, hereinafter called City, and Diamond Brothers Five Partnership, LP, hereinafter called Developer. WITNESSETH: FIRST: Developer, as part of the City's consideration of the lmprovement Plans known as !E!}Qs![, hereby agrees, at Developer's own cost and expense, to furnish all labor, equipment and materials necessary to perform and complete, within Seven Hundred and Thirtv Davs from the date this Agreement is executed, in a good and workmanlike manner, a sanitary sewer distribution system, complete with all necessary pipes, manholes, cleanouts, connections and appurtenances necessary to the satisfactory operation of said distribution sanitary sewer system. Developer further, to extend main or main or mains from the existing sewer system maintained and operated by Eastern Municipal Water District, to connect with the sanitary sewer system required to be constructed by this Agreement. All the above required work shall be in accordance with those plans and specifications which have been approved by the Public Works Director / City Engineer, office of the City of Menifee's Public Works / Engineering Department, and do all work incidental thereto in accordance with the standards set forth in City-adopted ordinances and City Standards and Specifications, as amended, or its successor, which are hereby expressly made a part of this Agreement. All the above required work shall be done under the inspection of and to the satisfaction of the Public Works Director / City Engineer, and shall not be deemed complete until approved and accepted in writing as complete by the Public Works Director / City Engineer. Developer further agrees to maintain the above required improvements for a period of one year following acceptance by the City, and during this one year period to repair or replace, to the satisfaction of the Public Works Director / City Engineer, any defective work or labor done or defective materials furnished. Developer further agrees that all underground improvements covered by this Agreement shall be completed prior to the paving of any roadway. The estimated cost of said work and improvements is the sum of Five Hundred Eiqhteen Th and no/100 Dollars.$ 518,000.00, ("Estimated Cost"). 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 work 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. SECOND: Developer agrees to pay to City the actual cost of such inspections of the work and improvements as may be required by the Public Works Director / City Engineer. Developer shall, at its sole cost, expense and liability, pay all fees, charges, and taxes arising out of construction of the work performed pursuant to this Agreement, including, but not limited to fees for checking, filing, and processing of improvement plans and specifications and for inspecting the construction of said work. These fees must be paid in full prior to approval of the final map and improvement plans, unless such fees have not yet been assessed and are not yet due and payable. The fees referred to the above are not necessarily the only City fees, charges, or other cost that have been or will be imposed on the subdivision and its development, and this Agreement shall in no way exonerate or relieve Developer from paying such other applicable fees, charges and/or cost. Developer further agrees that, if suit is brought upon this Agreement or any improvement security guaranteeing the completion of the road and drainage improvements, all costs and reasonable expenses and fees incurred by City in successfully enforcing such obligations shall be paid by Developer, including reasonable attorney's fees, and that, upon entry of judgment, all such costs, expenses and fees shall be taxed as costs and included in any judgment rendered. Developer, not the City, shall be legally responsible for making any payment and/or taking any action required by any such judgment. THIRD: City shall not, nor shall any officer or employee of City, be liable or responsible for any accident, loss, injury, or damage happening or occurring to the works specified in this agreement prior to the completion and acceptance thereof, nor shall City or any officer or employee thereof, be liable for any persons or property injured or damage by reason of the nature of the work, or by reason of the acts or omissions of Developer, its agents or employees, in the performance of the work, and all or said liabilities are assumed by Developer. Developer shall defend, indemnify, and hold harmless City, its elected officials, officers, employees, agents, and volunteers from any and all actual or alleged claims, demands, causes of action, liability, loss, administrative action of any federal, state, or local government 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 work contemplated under this Agreement, or performance of this Agreement. This indemnification includes, without limitation, the payment of all penalties, fines, judgments, awards, decrees, attorneys'fees, and related costs or expenses, and the reimbursement of City, its elected ofiicials, officers, employees, and/or agents for all legal expenses, and cost 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 by the negligence or willful misconduct of City as determined by a court or administration 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, agents, or volunteers. FOURTH: The Developer hereby grants to City, or any agent or employee of City, the irrevocable permission to enter without any additional consent upon the lands of the subject land division for the purpose of completing the improvements. This permission shall terminate in the event that Developer has completed work within the time specified or any extension thereof granted by the City. Under such circumstances, Developer shall be responsible for any and all expenses, costs, liabilities, and fees (including attorneys'fees and litigation cost) ("Completion Costs") incurred by the City in connation with ensuring that the work contemplated by this Agreement. Developer shall remit such completion Costs to the City no more than thirty (30) days of the date that the City notifies Developer of such Completions Cost. Failure to remit the Completion Costs in a timely matter shall result in the City having the right to invoke any remedy provided by law including the encumbrance of the any property owned by Developer in the amount equal to any unpaid Completion Cost. FIFTH: The Developer shall provide adequate notice and warning to the traveling public of each and every hazardous or dangerous condition caused or created by the construction of the works of improvement at all times up to the completion and formal acceptance of the works of improvement. The Developer shall protect all persons from such hazardous or dangerous conditions in compliance with State law regulations and standards for traffic regulatory control methods, including, but not limited to, stop signs, regulatory signs or signals, barriers, or detours. SIXTH: Developer, its agents and employees, shall give written notice to the Public Works Director / City Engineer at least forty eight (48) hours before beginning any work. Developer shall provide the Public Works Director / City Engineer or his designee reasonable access to facilities for obtaining full information with respect to the progress and manner of work and shall fully cooperate with any investigation regarding the same. SEVENTH: lf Developer, its agents or employees, neglects, refuses, or fails to prosecute the work with such diligence as to insure its completion within the specified time, or within such extensions of time which have been granted by City, or if Developer violates, neglects, refuses, or fails to perform satisfactorily any of the provisions of the plans and specifications, Developer shall be in default of this Agreement and notice of such default shall be served upon Developer. City shall have the power, on recommendation of the Public Works Director / City Engineer, to terminate all rights of Developer as a result of such default. The determination by the Public Works Director / City Engineer of the question as to whether any of the terms of the Agreement or specifications have been violated, or have not been performed satisfactorily, shall be conclusive upon the Developer, and any and all parties who may have any interest in the Agreement or any portion thereof. The foregoing provisions of this section shall be in addition to all other rights and remedies available to City under this Agreement or the law. The failure of the Developer to commence or complete construction shall not relieve the Developer or surety from completion of the improvements required by this Agreement. EIGHTH: Developer agrees to file with City, prior to the date that this Agreement is executed, both a good and sufficient improvement security in an amount not less than the Estimated Costs of the work and improvements for the faithful performance of the terms and conditions of this Agreement, and good and sufficient security for payment of labor and materials in accordance with City-adopted ordinances to secure the claims to which reference is made in Title 15 (commencing with Section 3082) of Part 4 of Division 3 of the Civil Code of the State of California. Developer agrees to renew each and every bond, lien, or other approved form of improvement security, with good and sufiicient sureties or increase the amount of said improvement secunty, or both, within ten (10) days after being notified by the Public Works Director / City Engineer that the sureties or amounts are insufficient. Notwithstanding any other provisions herein, if Developer fails to take such action as is necessary to comply with said notice, Developer shall be in default of this Agreement unless all required improvements are completed within ninety (90) days of the date on which the Public Works Director / City Engineer notified Developer of the insufficiency of the security or the amount of the bonds, liens, or both. NINTH: lt is further agreed by and between the parties hereto, including the surety or sureties on the lien securing this Agreement, that, in the event it is deemed necessary to extend the time of completion of the work contemplated to be done under this Agreement, extensions of time may be granted in writing, from time to time, by City, either at its own option, or upon request of Developer, and such extensions shall in no way affect the validity of this Agreement or release the surety or sureties on such lien. Developer further agrees to maintain the aforesaid lien or liens in full force and effect during the terms of this Agreement, including any extensions of time as may be granted therein. TENTH: lt is understood and agreed by the parties hereto that if any part, term or provision of this Agreement is by the courts held to be unlawful and void, the validity of the remaining portions shall not be affected and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain that particular part, term or provision held to be invalid. ELEVENTH: This Agreement contains the entire Agreement of the parties as to the matters set forth herein. No waiver of any term or condition of this Agreement shall be a continuing waiver thereof. TWELFTH: ln any action or proceeding arising out of this Agreement, or the transactions contemplated hereby, the prevailing party therein shall be entitled to recover from the other party thereto the reasonable attorneys'and paralegals'fees, court costs, filing fees, publication cost and other expenses incurred by the prevailing party in connection therewith, at trial and all appellate proceedings. THIRTEENTH: This Agreement may be amended at any time by the mutual consent of the parties by a written instrument signed by both parties. FOURTEENTH: The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that, by so executing this Agreement, the parties hereto are formally bound to the provisions of this Agreement. FIFTEENTH: Developer shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without prior written consent of City. Any attempt to do so shall be null and void, and any assignee, hypothecate, or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecate, 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. ln the event that City consents in writing with such an assignment, any assignee, hypothecate, or transferee shall expressly assume Developer's obligations hereunder by a written agreement in a form, and containing such surety, as is reasonably acceptable to City. SIXTEENTH. Developer shall perform all work contemplated by this Agreement in accordance with all approved maps, conditions, plans, specifications, standard drawings, and special amendments thereto on file with the City, as well as all applicable federal, state, and local laws, ordinances, regulations, codes, standards, and other requirements. Developer and its contractors, if any, shall perform allwork required to construct all work performed pursuant to this Agreement in a skillful and workmanlike manner, and consistent with the standards general 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 shall maintained throughout the term of this Agreement. The agreement, hypothecation, or transfer shall be to the satisfaction of the City Attorney and shall include provisions requiring the assignee to post bonds or submit another form of financial security, satisfactory to City and approved by the City Attorney, to guarantee construction of the work covered by this Agreement. The Agreement shall survive the recordation of the Final Map and shall be recorded against eacn of the proposed lots to inform successors and assigns of the required work covered by this Agreement to be constructed and their time frame for construction. Following any permitted assignment, hypothecation, or transfer of the work covered by this Agreement, as set forth in this Section, City shall release Developer from its obligations so assigned and shall release to Developer any bonds or other security posted to secure the work covered by this Agreement so assigned; provided, however, that City shall not release any security or undertakings given to secure the performance of any of the work covered by this Agreement not assigned, hypothecated, or transferred. SEVENTEENTH: This agreement may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instruments. EIGHTEENTH: This Agreement is to be governed by the laws of the State of California. NINETEENTH: Any notice or notices required or permitted to be given pursuant to this Agreement shall be served on the other party by mail, postage prepaid, at the following addresses: eXy Develooer City of Menifee 29844 Haun Road Menifee, CA 92586 Diamond Brothers Five Partnership, LP 29875 Menifee Lakes Drive Menifee, CA 92584 TWENTIETH: 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 be true whether City's actions are intentional or unintentional. TWENTY-FIRST: 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 lN wlrNESS wHEREOF, Landowner has affixed his name, address and sear Dated: /ruqusl 97.2020 By.v iao-Tung General rtner Diamond l/ofr,/ Brothers Five Partnerhsip, LP 9*,H,4*auot Dated 2020 CITY OF MENIFEE By: City neer \nora\olu(t CITY OF MENIFEE By -t/BillZim Mayor APPR AS TO FORM Manwaring, City C Melching, SIGNATURES OF DEVELOPER MUST BE ACKNOWLEDGED BY NOTARY AND EXECUTED IN TRIPLICATE ) ATTEST: By ACKNOWLEDGMENT State of California County of Los Angeles On 9 /27 /zozo before me,Kailin Zhang "Notary Public" (insert name and title of the officer) personally appeared who proved to me on n the satisfactory evidence to person(name(s) is/r subscribed to the within instrument and acknowledged to me that he/shcltlrtrexecuted the same inhis/hqglhatefihorized capacity(ies), and that by hislhc;;p signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and officiatseat KAILIN ZHANO c0MM..,2277300 NOTARY PUBTIC.CAIIFORIIIA ros Ar{GELE3 Couifi ID F (J (D Signature (Seal)Term Ep. trOru;y tl,202l A notary public or other completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached nd not the truthfu ln SS,accuracy or valid of that docu ment. Ay*,""t 8, 1+" C*st^$\ sf S*' iffu\ 'lr1^*^l't AGREEINENT FOR THE CONSTRUCTION OF ROAO AND DRAINAGE IMPROVEMENTS Tract Map 32102-1, lPl9-053S, 19-053SL, 19-053SS, 19{S3SD This Agreement for Construction of Road and Drainage lmprovements ("Agreement') is made and entered into by and between the City of Menifee, State of California, hereinafter called City, and Diamond Brothers Five Partnership, LP, hereinafter called Developer. WITNESSETH: FIRST: Developer, as part of the City's consideration of the final map for that ce(ain land division known as lP19-053, hereby agrees, at Developer's own cost and expense, to furnish all labor, equipment and materials necessary to perform and complete, within Seven Hundred and Thirtv Days from the date this Agreement is executed, in a good and workmanlike manner, all road and drainage improvements in accordance with those Road Plans for said land division which have been approved by the Public Works Director / City Engineer, a copy of which are on file in the office of the City of Menifee's Public Works / Engineering Department, and do all work incidental thereto in accordance with the standards set forth rn City- adopted ordinances and City Standards and Specifications, as amended, or its successor, which are hereby expressly made a part of this Agreement. All the above required work shall be done under the inspection of and to the satisfaction of the Public Works Director / City Engineer, and shall not be deemed complete until approved and accepted in writing as complete by the Public Works Director / City Engineer Developer further agrees to maintain the above required improvements for a period of one year following acceptance by the City, and during this one year period to repair or replace, to the satisfaction of the Public Works Director / City Engineer, any defective work or labor done or defective materials furnished. Developer further agrees that all underground improvements covered by this Agreement shall be completed prior to the paving of any roadway The estimated cost of said work and improvements is the sum of Six Mlllion Nine Hundred and Sixty-Three Thousand and no/100, Dollars,0 6.963.000.00.("Estimated Cost"). 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 work 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. SECOND: Developer agrees to pay to City the actual cost of such inspections of the work and improvements as may be required by the Public Works Director / City Engineer. Developer shall, at its sole cost, expense. and liability, pay all fees, charges, and taxes arising out of construction of the work performed pursuant to this Agreement, including, but not limited to fees for checking, filing, and processing of tmprovement plans and specifications and for inspecting the construction of said work. These fees must be paid in full prior to approval of the final map and improvement plans, unless such fees have not yet been assessed and are not yet due and payable. The fees referred to the above are not necessarily the only City fees, charges, or other cost that have been or will be imposed on the subdivision and its development, and this Agreement shall in no way exonerate or relieve Developer from paying such other applicable fees, charges and/or cost. Developer further agrees that, if suit is brought upon this Agreement or any security guaranteeing the completion of the road and drainage improvements, all costs and reasonable expenses and fees incurred by City in successfully enforcing such obligations shall be paid by Developer, including reasonable attorney's fees, and that, upon entry of judgement, all such costs, expenses and fees shall be taxed as costs and included in any judgment rendered. Developer, not the City, shall be legally responsible for making any payment and/or taking any action required by any such ludgment. THIRD: City shall not, nor shall any officer or employee of City, be liable or responsible for any accident, loss, injury, or damage happening or occurring to the works specified in this agreement prior to the completion and acceptance thereof, nor shall City or any officer or employee thereof, be liable for any persons or property injured or damage by reason of the nature of the work, or by reason of the acts or omissions of Developer, its agents or employees, in the performance of the work, and all or said liabilities are assumed by Developer. Developer shall defend, indemnify, and hold harmless City, its elected officials, officers, employees, agents, and volunteers from any and all actual or alleged claims, demands, causes of action, liability, loss, administrative action of any federal, state, or local government 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 work contemplated under this Agreement, or performance of this Agreement. This indemnification includes, without limitation, the payment of all penalties, flnes, judgments, awards, decrees, attorneys'fees, and related costs or expenses, and the reimbursement of City, its elected officials, officers, employees, and/or agents for all legal expenses, and cost 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 by the negligence or willful misconduct of City as determined by a court or administration 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, agents, or volunteers. FOURTH: The Developer hereby grants to City, or any agent or employee of City, the irrevocable permission to enter without any additional consent upon the lands of the sub,iect land division for the purpose of completing the improvements. This permission shall terminate in the event that Developer has completed work within the time specified or any extension thereof granted by the City. Under such circumstances, Developer shall be responsible for any and all expenses, costs, liabilities, and fees (including attorneys'fees and litigation cost) ("Completion Costs") incurred by the City in connation with ensuring that the work contemplated by this Agreement. Developer shall remit such completion Costs to the City no more than thirty (30) days of the date that the City notifies Developer of such Completions Cost. Failure to remit the Completion Costs in a timely matter shall result in the City having the right to invoke any remedy provided by law including the encumbrance of the any property owned by Developer in the amount equal to any unpaid Completion Cost. FIFTH: The Developer shall provide adequate notice and warning to the traveling public of each and every hazardous or dangerous condition caused or created by the construction of the works of improvement at all times up to the completion and formal acceptance of the works of improvement. The Developer shall protect all persons from such hazardous or dangerous conditions in compliance with State law regulations and standards for traffic regulatory control methods, including, but not limited to, stop signs, regulatory signs or signals, barriers, or detours. SIXTH. Developer, its agents and employees, shall give written notice to the Public Works Director / City Engineer at least forty eight (48) hours before beginning any work. Developer shall provide the Public Works Director / City Engineer or his designee reasonable access to facilities for obtaining full information with respect to the progress and manner of work and shall fully cooperate with any investigation regarding the same. SEVENTH: lf Developer, its agents or employees, neglects, refuses, or fails to prosecute the work with such diligence as to insure its completion within the specified time, or within such extensions of time which have been granted by City, or if Developer violates, neglects, refuses, or fails to perform satisfactorily any of the provisions of the plans and specifications, Developer shall be in default of this Agreement and notice of such default shall be served upon Developer. City shall have the power, on recommendation of the Public Works Director / City Engineer, to terminate all rights of Developer as a result of such default. The determination by the Public Works Director / City Engineer of the question as to whether any of the terms of the Agreement or specifications have been violated, or have not been performed satisfactorily, shall be conclusive upon the Developer, and any and all parties who may have any interest in the Agreement or any portion thereof. The foregoing provisions of this section shall be in addition to all other rights and remedies available to City under this Agreement or the law. The failure of the Developer to commence or complete construction shall not relieve the Developer or surety from completion of the improvements required by this Agreement. EIGHTH: Developer agrees to file with City, prior to the date that this Agreement is executed, both a good and sufficient improvement security in an amount not less than the Estimated Costs of the work and improvements for the faithful performance of the terms and conditions of this Agreement, and good and sufficient security for payment of labor and materials in accordance with City-adopted ordinances to secure the claims to which reference is made in Title 15 (commencing with Section 3082) of Part 4 of Division 3 of the Civil Code of the State of California. Developer agrees to renew each and every bond, lien, or other approved form of improvement security, with good and sufiicient sureties or increase the amount of said improvement security, or both, within ten (10) days after being notified by the Public Works Director / City Engineer that the sureties or amounts are insufficient. Notwithstanding any other provisions herein, if Developer fails to take such action as is necessary to comply with said notice, Developer shall be in default of this Agreement unless all required improvements are completed within ninety (90) days of the date on which the Public Works Director / City Engineer notified Developer of the insufficiency of the security or the amount of the bonds, liens, or both. TENTH: lt is understood and agreed by the parties hereto that if any part, term or provision of this Agreement is by the courts held to be unlawful and void, the validity of the remaining portions shall not be affected and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain that particular part, term or provision held to be invalid. ELEVENTH: This Agreement contains the entire Agreement of the parties as to the matters set forth herein. No waiver of any term or condition of this Agreement shall be a continuing waiver thereof. TWELFTH: ln any action or proceeding arising out of this Agreement, or the transactions contemplated hereby, the prevailing party therein shall be entitled to recover from the other party thereto the reasonable attorneys' and paralegals'fees, court costs, filing fees, publication cost and other expenses incurred by the prevailing party in connection therewith, at trial and all appellate proceedings. THIRTEENTH: This Agreement may be amended at any time by the mutual consent of the parties by a written instrument signed by both parties. FOURTEENTH: The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that, by so executing this Agreement, the parties hereto are formally bound to the provisions of this Agreement. FIFTEENTH: Developer shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without prior written consent of City. Any attempt to do so shall be null and void, and any assignee, hypothecate, or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecate, 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. ln the event that City consents in writing with such an assignment, any assignee, hypothecate, or transferee shall expressly assume Developer's obligations hereunder by a written agreement in a form, and containing such surety, as is reasonably acceptable to City. SIXTEENTH. Developer shall perform all work contemplated by this Agreement in accordance with all approved maps, conditions, plans, specifications, standard drawings, and special amendments thereto on file with the City, as well as all applicable federal, state, and local laws, ordinances, regulations, codes, standards, and other requirements. Developer and its contractors, if any, shall perform all work required to construct all work performed pursuant to this Agreement in a skillful and workmanlike manner, and consistent with the standards general 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 shall maintained throughout the term of this Agreement. NINTH: lt is further agreed by and between the parties hereto, including the surety or sureties on the lien securing this Agreement, that, in the event it is deemed necessary to extend the time of completion of the work contemplated to be done under this Agreement, extensions of time may be granted in writing, from time to time, by City, either at its own option, or upon request of Developer, and such extensions shall in no way affect the validity of this Agreement or release the surety or sureties on such lien. Developer further agrees to maintain the aforesaid lien or liens in full force and effect during the terms of this Agreement, including any extensions of time as may be granted therein. The agreement, hypothecation, or transfer shall be to the satisfaction of the City Attorney and shall include provisions requiring the assignee to post bonds or submit another form of financial security, satisfactory to City and approved by the City Attorney, to guarantee construction of the work covered by this Agreement. The Agreement shall survive the recordation of the Final Map and shall be recorded against each of the proposed lots to inform successors and assigns of the required work covered by this Agreement to be constructed and their time frame for construction. Following any permitted assignment, hypothecation, or transfer of the work covered by this Agreement, as set forth in this Section, City shall release Developer from its obligations so assigned and shall release to Developer any bonds or other security posted to secure the work covered by this Agreemenl so assigned; provided, however, that City shall not release any security or undertakings given to secure the performance of any of the work covered by this Agreement not assigned, hypothecated, or transferred. SEVENTEENTH: This agreement may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instruments. EIGHTEENTH: This Agreement is to be governed by the laws of the State of California NINETEENTH: Any notice or notices required or permitted to be given pursuant to this Agreement shall be served on the other party by mail, postage prepaid, at the following addresses: Atly Developer City of Menifee 29844 Haun Road Menifee, CA 92586 Diamond Brothers Five Partnership 29875 Menifee Lakes Drive Menifee, CA 92584 TWENTIETH: 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 be true whether City's actions are intentional or unintentional. TWENTY-FIRST 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. lN WITNESS WHEREOF, Landowner has affixed his name, address and seal. Dated: h*"st a7 ,2020 By J ia o- rtner Diamond Brothers Five Partnerhsip, LP 9- ttlaJv"^h ang NOTARY S<o+ [o ,2020Dated CITY OF MENIFEE ATTEST: CITY OF MENIFEE By: City ineer APPROVED AS TO FORM: By: Melching, C \,f\ac.o \cilsd,?€.r QsD I anwa SIGNATURES OF DEVELOPER MUST BE ACKNOWLE AND EXECUTED IN TRIPLICATE 2\ ACKNOWLEDGMENT State of California County of Los Angeles On 9 /27 /zozo before me,Kailin Zhang "Notary Public" (insert name and title of the officer) personally appeared who proved to me on the satisfactory evidence to person(name(s)is/r subscribed to the within instrumenl and acknowledged to me that he/s@executed the same inhis/hedEt?-fihorized capacity(ies), and that by hisAalGt? sig nature(s)on the instrument theperson(s), or the entity upon behalf of which the person(s) acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and officialseat. Signature (Seal) A notary public or other office t completing this certificate verifies only the identity of the individual who signed the docu ment to which this certificate is attached, and not the truthfulness, accuracy, or of that document. Arj*r,qf # lL G^A*Avn of [\oor! ax,! lraiu+6* lnP*u*b