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2022/08/24 Century Communities of California, LLC PM 36937 Grading and Erosion Control Projects GP21-062This Agreement, made and entered into by and between the City of Menifee, State of California, herein called City, and Century Communities of California, LLC, hereinafter called Developer. WITNESSETH FIRST:Developer, for and in consideration of the approval of a grading plan and the issuance of a grading permit on that certain land division known as GP21-062 , agrees, 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 oremployee thereof, be liable for any persons or property injured or damage by reason ofthe nature ofthe 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, AGREEMENT FOR GRADING AND EROSION CONTROL PROJECTS GP21-062 at Developer's own cost and expense, to furnish all labor, equipment, and material necessary to perform and complete, and within 24 months from the date this Agreement is executed, to perform and complete in a good and workmanlike manner, said grading in accordance with the grading plans for the development of said land division which have been approved by the, Public Works Director / City Engineer, and are on file in the City, and do all work incidental thereto in accordance with the standards set forth in City-adopted ordinances, which are expressly made a part of this Agreement. At its sole discretion, City may extend the period of time for completion of the work by providing written notice to Developer of said extension. To be effective such notice must be provided by the Public Works Director / City Engineer. Such notice may be provided as specified in Section Nineteenth or via electronic mail to Developer at Sommer.Fox@CenturvCommunities.com. All of 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 approval of the grading project is made by the Public Works Director / City Engineer. The estimated cost of said work is the sum of Fortv-Six Thousand Dollars and no/l00 Dollars $ 46.000.00 which covers Erough grading only, tr precise (fine) grading only, tr both rough and precise (fine) grading. SECOND: Developer agrees to pay to the City the actual cost of such inspections of the work as may be required by the Public Works Director / City Engineer. Developer further agrees that if suit is brought upon this Agreement or any security guaranteeing the completion of the work, all costs and reasonable expenses and fees incurred by the City in successfully enforcing such obligations shall be paid by Developer, including reasonable attorney's fees, and that upon entry of judgment, such costs, expenses, and fees shall be taxed as costs and included in any judgment re ndered. officers, employees, volunteers, 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 bodyof competent jurisdiction. Developer's obligation to indemnify shall survivethe expiration ortermination 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 the City, and to any agent or employee of the City, the irrevocable permission to enter, upon the lands of the above referenced land division for the purpose of inspecting or completing the grading project. This permission shall terminate in the event that Developer has completed the work within the time specified or any extension thereof granted by the Public Works Director / City Engineer. 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 connection with ensuring that the work contemplated bythisAgreement iscompleted. Developershall remit such Completion Coststothe City no more than thirty (30) days of the date that the City notifies Developer of such Completion Costs. 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 Costs. FIFTH: Developer agrees at all times, up to the completion and approval of the work by the Public Works Director / City Engineer, to give good and adequate warning to the traveling public of each and every dangerous condition caused by the grading project, and to protect the traveling public from such defective 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, or his agents and employees shall give notice to the Public Works Director / City Engineer at least 48 hours before beginning any work and shall furnish to the Public Works Director / City Engineer all reasonable facilities for obtaining full information respecting the progress and manner of work. sEVENTH: lf the Developer, or his agents or employees, neglects, refuses, or fails to prosecute the work with such diligence as to ensure its completion within the specified time, or within such extensions of time as have been granted by the Public Works Director / City Engineer, or if the Developer violates, neglects, refuses, or fails to perform satisfactorily any of the provisions of the plans and specifications, he shall be in default of this Agreement. The Public Works Director / City Engineer shall have the power to terminate all rights of the Developer because of such default, but said termination shall not affect or terminate any rights of City as against Developer or any surety then existing or which thereafter accrue because of such default. The determination of the Public Works Director / City Engineer of the question as to whether any of the terms of this Agreement or the plans and specifications have been violated or have not been performed satisfactorily shall be conclusive upon the Developer, any Surety, 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 rights and remedies available to the City under law or under this Agreement. The failure of the Developer to commence or complete construction shall not relieve the Developer or surety from completion of the work required by this Agreement. EIGHTH: The Developer agrees to file with City prior to the date this Agreement is executed a good and sufficient security as provided in subsections (1), (2) and (3) of subdivision (a) of Section faithful performance of the terms and conditions of this Agreement, except that when the estimatedcost of said work is $2,500 oltg?:, !!" security shail be a deposit of cash or its elrVafent asdetermined acceptable by the P-ublic works Director / city Engineer. oevetoper furtheiatles tnatif in the opinion of the Public Works. Director I City eniineer the security becomes insufficient,Developer agrees to renew each and every security witi good and sufficient sureties or increasethe amount of the security, within ten days-after,being not"r,"a by tt" puutic worrs Director / cityEngineer that the sureties or amounts aie insufficieni Notwithstanding any other provision herein, jf Developer fails to take such action as is necessary tocomply with said notice, he shall be in default of this Agreement unless all required workscompleted within g0 days of the date on which the Public Woii<s Director/ City Engin"ii notin"" tn"Developer of the insufficiency of the sureties or the amount of the bonds or bothl NINTH: lt is further agreed by and between the parties hereto, including the surety or suretieson the bonds or the issuers of any instruments or letters or credit securing tflis Ag;e;;nithat, inthe event it is deemed necessary to exrend the time of compretion of the irork coit"rprrt"o to o"done under this Agreement, extensions of time may be gianted from time to time by tn" proti. works Director/ city Engineer either at his own option or ripon request of the Deveroper, and suchextensions shall in no way affect the validity of this Agreement or ielease the surety 5. suieties onsaid.bonds. Developer further agrees to maintain thJ aforesaid bond or bonds or ihe issuance ofany instruments or letters of credit in full force and effect during the terms of tnis egreement,including any extensions of time as may be granted thereon. TENTH: Upon the satisfactory completion and final approval of said work by the public WorksDirector / City Engineer, ,$ 23.500.00 of the security applicable thereto shatt be reieaseo or returnedby the city to the Devetoper within 30 days. The remainrng $22.500.00 secriiiy lror. erosioncontrol) shall be retained, and shall be held untit ttre catitornii wfifrGlfi controiet;rd issuesa Notice of Termination. ELEVENTH: This Agreement shall be binding upon the Developer and his heirs, executors,administrators, successors or assigns, all and eaih both joinfly and severally. This Seciion sha notbe construed as an authorization for any party to assign anyiignt or obtigition. TWELFTH: lt is understood.and agreed by the parties hereto that if any part, term or provision ofthis Agreement is determined by the Courts to be unlawful and void, tne valijity of the remainingportions shall not be affected and the rights and obligations of the parties shall be constiued andenforced as if the Agreement did not contain the partiiular part, term or provision held to be invalid.No waiver of any term or condition of this Agreement shail be continuing warver thereof. TH.IRTEENTH: The grading operation will conform to the contract documents and city-adoptedordinances. Any conflict or discrepancy between the drawings and the City-adopted oidinancesshall be brought to the attention of the Public Works Director/ 6ity Engineer, who wiil iisue a ru1ng. FOURTEENTH: The grading operation shall obtain a Construction General Permitfrom the State ofCalifornia Regional Water Quality Control Board and conform to all requirements. This fermit shalloverride any conflicting requirements in the City-adopted ordinances. FIFTEENTH: The Developer shall provide geotechnical quality control of the grading operation inaccordance with City-adopted ordinances. The geotechnical quality contro] will 6e under thesupervision of a registered geotechnical engineer in the State of Califbrnia. SIXTEENTH: The City may elect to perform geotechnical quality assurance of the grading operalion, which will be compensated as provided in the SECOND paragraph. SEVENTEENTH: The Developer agrees to grant free access to the Public Works Director / City Engineer, his staff and consultants to perform inspections and quality assurance sampling and tests. EIGHTEENTH: 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 addresses listed below. AXv Developer City of Menifee 29844 Haun Road Menifee, CA 92586 Century Communities of California. LLC 4695 MacArthur Court, Suite 300 Newport Beach, CA 92660 NINETEENTH: 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 continulng waiver thereof. TWENTIETH: 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. TWENTY-SECOND: 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. TWENTY-THIRD: This Agreement is to be governed by the laws of the State of California TWENTY-FIRST: 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, Any 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 anotherform of financial security, satisfactory to City and approved by the City Attorney, to guarantee construction of the work covered by this Agreement. IN WITNESS WHEREOF, DEVELOPER HAS AFFIXED HIS NAME, ADDRESS AND SEAL. Dated: Juj.e-1-,2022 By a- nv,$,V- t\-".v{ -T Dated Lrl 2022 CITY OF MENIFEE By ?^! k$ Daniel Padilla, City Engineer SIGNATURES OF OWNER MUST BE AKNOWLEDGED BY NOTARY AND EXECUTED IN TRIPLICATE By: ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Orange on )une70,2022 before me,Devin Broderick, Notary Public (insert name and title of the officer) personally appeared Thomas J Hildebrandt and Justin Brewer who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Signature ) WITNESS my hand and official seal. (Seal)