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2023/06/15 Chick-fil-A, Inc. IP 23-007; PM 38324 Parcel 1AGREEMENT FOR THE CONSTRUCTION OF SEWER SYSTEM IMPBOVEMENTS lP23-007 PM38324 Parcel 1 This Agreement tor Construction of Sewer System lmprovements ("Agreement") is made and enteredinto by and between the City hereinafter called Developer. of Menilee, State ol California, hereinafter called City,and Chick-fil-A, lnc., WITNESSETH: FIRST: Developer, as part ol the City's consideration ot the final map Ior that certain land division known as PM38324 Parcel 1 , hereby agrees, at Developer's own cost and expense, to furnish all labor, equipment and materials necessary to perform and complete,within Seven undred and Thirtv Davs lrom 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 mainsIrom the existing sewer system maintained and operated by Eastern Municipal Water Di strict , to connect with th extend required City Eng e sanitary sewer system required to be constructed by this Agreement. At its sole discretion, City may the period ol time for completron of the work by provjding written notice to Developer of said extension. To be effective such notice must be provided by the City Engineer. Such notice may be provided as specified in Section Nineteenth or via electronic mail to Develope r at katherine.liq ht @ cf acorp.com. AII the above work shall be in accordance with those plans and specifications which have been approved by the ineer, ofiice ol the City of Menifee Engineering Department, and do all work incidental thereto in accordance with the standards set forth in Biverside County Ordinance No. 460 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 satisJaction ol the City Engineer, and shall not be deemed complete until approved and accepted in writing as complete by the City Engineer and accepted by the above named agency into its sewer system. 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 satislaction 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 Two Thousand Five Hundred and no/l00 dollars, $ 2,500.00, ("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 lawlul 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 lor checking, filing, and processing of improvement plans and specilications and for inspecting the construction of said work. These Iees 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 lees 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,il suit is brought upon this Agreement or any bond guaranteeing the completion ol the sanitary sewer distribution system 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 Jees shall be taxed as costs and included in any judgment rendered. Developer, not the City, shall be legally responsible lor making any payment and/or taking any action required by any such .ludgment. DocuSign Envelope ID: 54913F3B-9F16-41DD-B498-79967BE30F28 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 ol 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 ol 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 underthis Agreement, or performance ol this Agreement. This indemniflcation includes, without limitation, thepayment of all penalties, fines, judgments, awards, decrees, attorneys' fees, and related costs or expenses, and the reimbursement of City, its elected officials, 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 ol City as determined by a court or administration body ol 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 lor 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 connection with ensuring that the work contemplated by this Agreement is completed. 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 Costs. Failure to remit the Completron 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: The Developer shall provide adequale 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 ol improvement. The Developer shall protect all persons from such hazardous or dangerous conditions in compliance with State law regulations and standards lor 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 |east forty-eight (48) hours belore beginning any work. Developer shall provide the City Engineer or his designee reasonable access to facilities lor obtaining full information with respect to the progress and manner ol work and shall fully cooperate with any investigation regarding the same. SEVENTH: lf Developer, its agents or employees, neglects, refuses, or lails to prosecute the work with such diligence as to ensure its completion within the specified time, or within such extensions ol 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 ot the City Engineer, to terminate all rights of Developer as a result ol such default, but said termination shall not affect or terminate any rights of Gity as against Developer or any surety then existing or which thereafter accrue because 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 pedormed satisfactorily, shall be conclusive upon the Developer and any surety, and any and all parties who may have any interest in the DocuSign Envelope ID: 54913F3B-9F16-41DD-B498-79967BE30F28 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 ol 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 lor the faithlul performance of the terms and conditions of this Agreement, and good and sufficient security ior 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 relerence is made in Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code ol the State ol California. Developer agrees to renew each and every said bond or bonds with good and sufficient sureties or increase the amount of said bonds, or both, within ten (10) days after being notified by the 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 ot the date on which the City Engineer notilied Developer of the insufficiency of the security or the amount of the bonds or both. NINTH: lt is further agreed by and between the parties hereto, includrng the surety or sureties on the bonds securing this Agreement, that, in the event it is deemed necessary to extend the time ol 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 ol Developer, and such extensions shall in no way affect the validity of this Agreement or release the surety or sureties on such bonds. Developer further agrees to maintain the aforesaid bond or bonds in full force and effect during the terms of this Agreement, including any extensions o1 time as may be granted therein. TENTH: lt is understood and agreed by the parties hereto that il 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 lorth herein. No waiver ol any term or condition of thrs 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 lrom 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. THIHTEENTH: 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 behall 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 assrgn, 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 trom 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 DocuSign Envelope ID: 54913F3B-9F16-41DD-B498-79967BE30F28 the assignee to post bonds or submit another form of financial security, satislactory to City and approved by the City Attorney, to guarantee conslruction of the work covered by this Agreement. The Agreement shail 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 framefor 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 lrom 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 ol the work covered by this Agreement not assigned, hypothecated, or iranslerred. SIXTEENTH: Developer shall perform all work contemplated by this Agreement in accordance with allapproved maps, conditions, plans, specrtications, standard drawings, and special amendments thereto on file with the City, as well as all applicable lederal, state, and local laws, ordinances, regulations, codes, standards, and other requirements. Developer and its contractors, if any, shall perform all work required to construct allwork 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 olCalifornia. Developer represents and maintains that it or its contractors shall be skilled in the prolessional calling necessary to perform the work. Developer warrants that all ol its employees and contractors shall have sufficlent skill and experience to perform the work assigned to them, and that they shall have all Iicenses,permits, qualifications, and approvals shall maintained throughout the term of this Agreement. 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: City of Menifee 29844 Haun Road Menifee, CA 92586 Chick-f il-A, lnc. 5200 Buff ington Road Atlanta, GA 30349 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 benefil of the parties, and their successors, heirs, personal representatives, or assigns. This Section shall not be conslrued as an authorization for any party to assign any right or obligation. Aty Developer DocuSign Envelope ID: 54913F3B-9F16-41DD-B498-79967BE30F28 IN WITNESS WHE REOF, Developer has affixed his name, address, and seal. Dated: � (5 , 2023 By: Chick-fil-A, Inc. Dated: __ q_\_'L___;;_�---' 2023 CITY OF MENIFEE By ___________ _ Rebekah Kramer, Acting City Manager ATTEST: By ___________ _ Sarah Manwaring, City Clerk Katherine 1ght; Director, Real Estate Legal CITY OF MENIFEE By:-�----..:�'-------Nicolas Fidler, Public Works Director APPROVED AS TO FORM: By:-----------Jeffrey T. Melching, City Attorney SIGNATURES OF DEVELOPER MUST BE ACKNOWLEDGED BY NOTARY DocuSign Envelope ID: 54913F3B-9F16-41DD-B498-79967BE30F28 CALIFORNIA ACKNOWLEDG]I'ENT CIVIL CODE 5 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of n e On d\lno [5,ZVL\before me,LR.anna c. g,^NDuru &pri, Date Here lnseft Nome ond Title of the Officer ) personally appeared atnutne L ht Nome(s) of Signe4s) who proved to me on the basis of satisfactory evidence to be the perso(sfwhose nam e subscribed authorized capacity(ic6Jf and that oy upon behalf of which the persodd a his/err srg atr@nn natur46i on to the within instrument and acknowledged to me th cted, executed the instrument ey executed the same in hi /their the instrument the personl-gf or the entity @;;i$,:"r'm, 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. Sig natu r Ploce Notory Seal ond/ot Stomp Above Signoture of Notory Public Completing this informotion con deter olterotion of the document or fraudulent reottochment of this form to on unintended document. Description of Attached Document Title or Type of Document: Document Date Number of Pages Signe(s) Other Than Named Above Capacity(ies) Claimed by Signer(s) Signer's Name:Signer's Name trl Corporate Officer - Title(s):tr Corporate Officer - Title(s) tr Partner - o Limited trl General trl lndividual tr Attorney in Fact tr Trustee El Guardian or Conservator o Partner - tr Limited o General o lndividual tr Attorney in Fact o Trustee tr Guardian or Conservator tr Other Er Other: Signer is Representing 02018 National Notary Associatlon OPTIONAL Signer is Representing: DocuSign Envelope ID: 54913F3B-9F16-41DD-B498-79967BE30F28