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2023/06/15 Chick-fil-A, Inc. lP23-007 PM38324 Parcel 1 Construction of Sewer System ImprovementsAGREEMENT FOR THE CONSTRUCTION OF SEWER SYSTEM IMPROVEMENTS lP23-007 PM38324 Parcel 1 This Agreement for Construction of Sewer System lmprovements ("Agreement") is made and entered into by and between the City of Menilee, State ol CaliJornia, hereinafter called City, and Chick-fil-A lnc. hereinafter called Developer WITNESSETH: FIFIST: Developer, as part ol the City's consideration of the final map Jor that certain land division known as hereby agrees, at Developer's own cost and expense, to furnish all labor, equipmentandmaterialSneCeSSarytoperIormandcomplete,within@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 mainsfromtheexiStingSewerSyStemmaintainedandoperatedby@,toConnect with the sanitary sewer system required to be constructed by this Agreement. At its sole discretion, City may extend the period of time for completion ol the work by providing written notice to Developer of said extension. To be eflective such notice must be provided by the City Engineer. Such notice may be provided as specified in Section Nineteenth or via electronic mail to Developer at katherine.liqht@ctacorp.com. All the above required work shall be in accordance with those plans and specifications which have been approved by the City Engineer, office of the City of Menilee Engineering Department, and do all work incidental thereto in accordance with the standards set lorth in Riverside County Ordinance No. 460 and City Standards and Specifications, as amended, or its successor, which are hereby expressly made a part ol this Agreement. All the above required work shall be done under the inspection ol and to the satisJaction oI 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 ils 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 delective work or labor done or defective malerials lurnished. Developer lurther agrees that all underground improvements covered by this Agreement shall be completed prior to the paving of any roadway. The estimated cost ol said work and improvements is the sum of , ("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 lavvlul construction of the work and perlormance ot 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 oi 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, liling, and processing of improvement plans and specifications and Ior 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 lhat 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 bond guaranteeing the completion of the sanitary sewer distribution system improvements, all costs and reasonable expenses and fees incurred by City in successlully enforcing such obligations shall be paid by Developer, including reasonable attorney's fees, and that, upon entry of judgment, all such costs, expenses and lees shall be taxed as costs and included in any ludgmentrendered. Developer, not the City, shall be legally responsible for making any payment and/or taking any action required by any such judgment. PM38324 Parcel 1 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 specilied in this Agreement prior to the completion and acceptance thereof, nor shall City or any officer or employee thereo{, be liable for any persons or property injured or damage by reason of the nature ol the work, or by reason oJ the acts or omissions ol Developer, its agents or employees, in the performance of the work, and all or said liabilities are assumed by Developer. Developer shall delend, indemnify, and hold harmless City, its elected officials, officers, employees, agents, and volunteers from any and all actual or alleged claims, demands, causes ol action, liability, loss, administrative action of any lederal, state, or local government body or agency, arising out oi 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, lines, judgments, awards, decrees, attorneys'fees, and Ielated costs or expenses, and the reimbursement of City, its elected officials, officers, employees, volunteers, andior agents for all legal expenses, and cost incurred by each of them. This indemnilication excludes only such portion of any claim, demand, cause of action, liability, loss, damage, penalty, Iine, or iniury, to property or persons, including wrongful death, which is caused by the negligence or wrllful 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 off icials, oflicers, employees, agents, or volunteers. FOUBTH: 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 specilied or any extension thereof granted by the City. Under such circumstances, Developer shall be responsible lor any and all expenses, costs, liabilities, and fees (including attorneys'tees and litigation cost) ("Completion Costs") rncurred by the City in connection with ensuring that the work contemplated by this Agreement is completed. Developer shall remit such Completron Costs to the City no more than thirty (30) days ol the date that the City notilies Developer ol such Completions 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: The Developer shall provide adequate notice and warning to the traveling public ol each and every hazardous or dangerous condition caused or created by the construction of the works ol improvement at all times up to the completion and formal acceptance ol the works of improvement. The Developer shall protect all persons from such hazardous or dangerous conditions in compliance with State law regulations and standards tor 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 lorty-eight (48) hours before 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 of work and shall f ully 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 of time which have been granted by City, or if Developer violates, neglects, reluses, or faiis to perform satisfactorily any of the provisions ol the plans and specifications, Developer shall be in default of this Agreement and notice ot such default shall be served upon Developer. City shall have the power, on recommendalion of the City Engineer, to terminate all rights ol Developer as a result of such delault, but said termination shall not affect or terminate any rights o{ City as against Developer or any surety then existing or which thereafter accrue because of such delault. The determination by the City Engineer ol the question as to whether any of the terms of the Agreement or specifications have been violated, or have not been performed satislactorily, shall be conclusive upon the Developer and any surety, and any and all parties who may have any interest in the Agreement or any portion thereof. The loregoing 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 Developef to commence or complete construction shall not relieve the Developer or surety from completion of the tmprovements 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 laithful 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 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code of the State of California. Developer agrees to renew each and every said bond or bonds with good and sufficient sureties or increase the amount ol said bonds, or both, within ten (10) days after being notified by the City Engineer that the sureties or amounts are insuificient. Notwithstanding any other provisions herein, il Developer lails 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 City Engineer notified 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, including the surety or sureties on the bonds securing this Agreement, that, in the event it is deemed necessary to extend the time ol completion ol the work contemplated to be done under this Agreement, extensions of time may be granted in writing, lrom 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 ol 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 ol 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 validily 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 oI the parties as to the matters set forth herein. No waiver of any term or condition ol this Agreement shall be a continuing waiver thereof. TWELFTH: ln any action or proceeding arising out of this Agreement, or lhe 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, Iiling 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 behall ol 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 ol 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 assrgnment, hypothecation, or transrer shall not release or discharge Developer from any duty or responsibtlity under thrs 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 agreemenl in a form, and containing such surety, as is reasonably acceptable to City. Any agreement, hypothecation, or transfer shall be to the satisfaction ol the City Attorney and shall include provisions requiring the assignee to post bonds or submit another form ol 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 inlorm successors and assigns of the required work covered by this Agreement to be constructed and their time frame for conslruction. 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. 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 Iederal, state, and local laws, ordinances, regulations, codes, standards, and other requirements. Developer and its contractors, if any, shall perlorm all work required to construct all work performed pursuant to this Agreement in a skilllul and workmanlike manner, and consistent with the standards general recognized as being employed by professionals in the same discipline in the State of Caltfornia. 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 suflicient skill and experience to perlorm the work assigned to them, and that they shall have all licenses, permits, qualifications, and approvals shall maintained throughout the term ol 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 govelned by the laws oI the State ol Calilornia. 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: Srly Developer City of Menifee 29844 Haun Road Menifee, CA 92586 Chick{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 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, Developer has affixed his name, address, and seal. Dated: Juu- tS ,2023 By: Chick-fil-A, lnc. Dated: q\f:,2023 CITY OF MENIFEE By:,-\n€/- CITY OF ME By Rebekah Kramer, Acting City Manager ATTEST: By Nicolas Fidler, Public Works Director APPROVED AS TO FORM: By: Sarah Manwaring, City Clerk Melch in ttorney SIGNATURES OF DEVELOPER MUST BE ACKNOWLEDGED BY NOTARY &/.r- Kaiherine {9ht: Director, Real Estate Legal callFoRl{lA acKNowLEDOtTENT clvlL coDE s ll89 A notary public or other otficer completing this certificate verifies only the identity of the individualwho signed the document to which this certificate is attached, and not the truthlulness, accuracy, or validity of that document State of California County of n e On \n IE, Z before me,LR anna c- 94 ND\aru &rPti, Dote ) personally appeared fl1(flAe Li ht Nome(s) of Signe4s) who proved to me on the basis of satisfactory evidence to be the person6fwhose to the within instrument and acknowledqed to me that h@/they executed the sa authorized capacity(ie<f, and that by his/(gheir signaturp(6j on the instrument the upon behalf of which the persoD(9 acted, executed the instrument. nu.q(@791" subscribed me in hi{Elltheir personl9i or the entity @;;r,$i#,;, 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. Signatu Ploce Notory Seol ond/ot Stomp Above Signoture of Notory Public OPTIONAL Completing this informotion con deter olterotion of the document or froudulent reoftochment of this form to on unintended document. Description of Attached Document Title or Type of Document: DocumentDate: Number of Pages: - Signe(s) Other Than Named Above Capacity(ies) Claimed by Signer(s) Signer's Name:Signer's Name: tr Corporate Officer - Title(s)Et Corporate Officer - Title(s) o Partner - tr Limited E General tr lndividual E Attorney in Fact El Trustee o Guardian or Conservator D Partner - tr Limited El General El lndividual trJ Attorney in Fact El Trustee D Guardian or Conservator tr Other E Other: Signer is Representing 02018 National Notary Assoclatlon Here lnsed Nome ond Title of the Officer Signer is Representing: