HomeMy Public PortalAbout10) 7G TTM 72836 9913 Lower Azusa RdCity Council
February 16, 2016
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4. On November 13, 2014, at a noticed public hearing, the Planning Commission
reviewed and approved the subdivision.
5. On January 29, 2015, the City Engineer (Transtech) advised the City that the final
map prepared for the project was approved from a technical stand point.
6. On September 2, 2015 and December 21, 2015, the developer paid security
deposits to guarantee street improvements required for the project.
7. On January 7, 2016, the developers signed and submitted the Subdivision
Improvement Agreement.
8. On January 13, 2016 the County of Los Angeles Fire Department approved the
Final Map.
ANALYSIS:
The tentative map for the project was approved in 2014. The project is consistent with the
land use designation of the site and with the City's development standards. The final map
has been reviewed and signed by Transtech, who certifies the map for technical accuracy
and compliance with the Subdivision Map Act. The developer has signed the required
Subdivision Improvement Agreement and paid security deposits necessary for the
required street improvements. Approval of the final map will allow the developer to finalize
the subdivision map and start construction.
CITY STRATEGIC GOALS:
Approval of final Tract Map No. 72836 will further the City's Strategic Goal of Economic
Development.
FISCAL IMPACT:
Approval of this item will not have an impact on the City's budget for Fiscal Year (FY)
2015-16.
ATTACHMENTS:
A. Copy of the Subdivision Improvement Agreement
B. Copy of Final Tract Map No. 72836
RECORDED AT THE REQUEST OF
AND WHEN RECORDED RETURN TO:
(Document exempt from recording fees
pursuant to Cal. Gov. Code § 27383)
CITY OF TEMPLE CITY
Attn: Bryan Cook, City Manager
970 I Las Tunas Drive
Temple City, California 91780
ATTACHMENT A
THIS SPACE FOR RECORDER'S USE ONLY
SUBDIVISION IMPROVEMENT AGREEMENT
FINAL TRACT MAP
By and Between
THE CITY OF TEMPLE CITY,
A Municipal Corporation
and
SALL-CALL INVESTMENT
A California Limited Liability Company
DATED January 4, 2016
SUBDIVISION IMPROVEMENT AGREEMENT
FINAL TRACT MAP 72836
This Subdivision Improvement Agreement ("Agreement") is entered into as of this 4th day
of January, 2016 by and between the City of Temple City, a municipal corporation ("City") and
Sail-Call Investment LLC ("Developer"). City and Developer are sometimes hereinafter
individually referred to as "Party" and hereinafter collectively referred to as the "Parties."
RECITALS
A. Developer has submitted to City an application for approval of a final tract map for
real property located within City, a legal description of which is attached hereto as Exhibit "A".
The tract map is identified in City records as Tract Map No. 72836. On November 13, 2014, the
City conditionally approved Tract No. 72836.
B. Developer has not completed all of the work or made all of the Public
Improvements required by the Subdivision Map Act (Government Code sections 66410 et ~.),
("Map Act") the City Ordinances, the conditions of approval for Tract No. 72836, or other
ordinances, resolutions, or policies of City requiring construction of improvements in conjunction
with the subdivision ofland.
C. Pursuant to City Ordinances and the applicable provisions of the Map Act,
Developer and City enter into this Agreement for the timely construction and completion of the
Public Improvements and the furnishing of the security therefor, acceptable to the City Engineer
and City Attorney, for Tract No. 72836.
D. City has authority to enter into this Subdivision Improvement Agreement pursuant
to Government Code Sections 66499-66499.10.
E. Pursuant to Government Code Section 66499, Developer's execution of this
Agreement and the provision of the security are made in consideration of City's approval ofthe
final map for Tract No. 72836.
DEFINED TERMS
"Developer" shall mean Sall-Calllnvestment, a California Limited Liability Company. The term
"Developer" shall also include all assignees, to the extent permitted under this Agreement, of the
rights and obligations of Developer under this Agreement, and any successor-in-interest to
Developer having a legal and/or equitable interest in the Property.
"Estimated Costs" shall mean the City Engineer's approximation of the actual cost to construct
the Public Improvements, including the replacement cost for all landscaping.
"Litigation Expenses" shall mean all costs and expenses, to the extent reasonable in amount,
actually and necessarily incurred by a party in good faith in the prosecution of an action or
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proceeding, including, but not limited to, court costs, filing, recording, and service fees, copying
costs, exhibit production costs, special media rental costs, attorneys' fees, fees for investigators,
witness fees (both lay and expert), travel expenses, deposition and transcript costs and any other
cost or expense, the award of which a court of competent jurisdiction may determine to be just and
reasonable.
"Map Act" shall mean the Subdivision Map Act, Government Code Sections 66410 et seq.
"Property" shall mean the all of the real property contained within the boundaries of Tract Map
No. 72836 located in the City of Temple City, California, as is more particularly described in the
legal description and tract diagram attached hereto and incorporated hereby by reference at
Attachment "A".
"Public Improvements" shall include, but not be limited to, all grading, roads, streets, paving,
curbs and gutters, sidewalks, paseos, pathways, trails, sanitary sewers, utilities, storm drains,
detention and retention basins and other drainage facilities, traffic controls, landscaping, street
lights and all other facilities required to be constructed and dedicated to the City or other public
entity as conditions of approval of Tentative Tract Map No. 72836 and as shown in detail on the
plans, and specifications which have been approved by the City and incorporated into Tract Map
No. 72836. The Pmties agree that the Public Improvements to be completed by Developer are
more specifically described in the diagram or plan attached hereto and incorporated herein by
reference as Attachment "B. Notwithstanding, Attachment "B", Developer shall remain obligated
to construct and complete all of the Public Improvements required as conditions of approval for
Tentative Tract Map 72836.
"Required Insurance" shall mean the insurance required to be maintained by Developer under
Section 17.
"Security" shall mean surety bonds in the amounts and under the terms of Section 12 or other
security approved by City Engineer or City Attorney.
"Tract No 72836." shall mean the final map prepared and approved by the City tor tentative tract
map no. 72836.
"Warranty" shall mean the one-year period following completion of the Public Improvements by
Developer and the acceptance ofthe Public Improvements by the City in which Developer warrants
and guarantees all Public Improvements.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the
parties and contained here and other consideration, the value and adequacy of which are hereby
acknowledged, the parties agree as follows:
I. EFFECTIVENESS. This Agreement shall not be effective unless and until all
four (4) of the following conditions are satisfied in the order provided:
1.1 Security. Developer provides City with the Security ofthe type and in the
amounts required by this Agreement;
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1.2 Final Map and Agreement Approval. The City Council of the City ("City
Council") approves the final map for Tract No. 72836 and this Agreement;
1.3 Record Agreement. Developer and City execute the Agreement and City
records this Agreement in the Recorder's Office of the County of Los Angeles; and
1.4 Record Final Map. Developer records the final map for Tract No. 72836
in the Recorder's Office of the County of Los Angeles.
If the above described conditions are not satisfied in the order, manner and within the time
provided under this Agreement, this Agreement shall automatically terminate without need of
further action by either City or Developer.
2. PUBLIC IMPROVEMENTS. Developer shall construct or have constructed at
its own cost, expense, and liability the Public Improvements, as defined herein, within the time
and in the manner required under this Agreement. Construction of the Public Improvements shall
include any transitions and/or other incidental work deemed necessary for drainage or public
safety. The Developer shall be responsible for the replacement, relocation, or removal of any
component of any irrigation water or sewer system in conflict with the construction or installation
ofthe Public Improvements. Such replacement, relocation, or removal shall be performed to the
complete satisfaction of the City Engineer and the owner of such water or sewer system.
Developer further promises and agrees to provide all equipment, tools, materials, labor, tests,
design work, and engineering services necessary or required by City to fully and adequately
complete the Public Improvements.
2.1 Prior Partial Construction of Pub lie Improvements. Where construction
of any Public Improvements has been partially completed prior to this Agreement, Developer
agrees to complete such Public Improvements or assure their completion in accordance with this
Agreement.
2.2 Permits; Notices; Utility Statements. Prior to commencing any work,
Developer shall, at its sole cost, expense, and liability, obtain all necessary permits and approvals
and give all necessary and incidental notices required for the lawful construction of the Public
Improvements and performance ofDeveloper'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 approval issued to Developer. Prior to commencing any work, Developer shall
file a written statement with the City Clerk and the City Engineer, signed by Developer and each
utility which will provide utility service to the Property, attesting that Developer has made all
deposits legally required by the utility for the extension and provision of utility service to the
Property.
2.3 Pre-approval of Plans and Specifications. Developer is prohibited fi·om
commencing work on any Public Improvement until all plans and specifications for such Public
Improvement have been submitted to and approved by the City Engineer, or his or her designee.
Approval by the City Engineer shall not relieve Developer fi·om ensuring that all Public
Improvements conform with all other requirements and standards set forth in this Agreement.
2.4 Quality of Work; Compliance With Laws and Codes. The construction
plans and specifications for the Public Improvements shall be prepared in accordance with all
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applicable federal, state and local laws, ordinances, regulations, codes, standards, and other
requirements. The Public Improvements shall be completed in accordance with all approved maps,
plans, specifications, standard drawings, and special amendments thereto on file with City, as well
as all applicable federal, state, and local laws, ordinances, regulations, codes, standards, and other
requirements applicable at the time work is actually commenced.
2.5 Standard of Performance. Developer and its contractors, if any, shall
perform all work required to construct the Public Improvements under this Agreement in a skillfi.JI
and workmanlike manner, and consistent with the standards generally recognized as being
employed by professionals in the same discipline in the State of California. Developer represents
and maintains that it or its contractors shall be skilled in the professional calling necessary to
perform the work. Developer warrants that all of its employees and contractors shall have
sufficient skill and experience to perform the work assigned to them, and that they shall have all
licenses, permits, qualifications and approvals of whatever nature that are legally required to
perform the work, and that such licenses, permits, qualifications and approvals shall be maintained
throughout the term of this Agreement.
2.6 Alterations to Improvements. All work shall be done and improvements
made and completed as shown on approved plans and specifications, and any subsequent
alterations thereto. If during the course of construction and installation of the Public Improvements
it is determined that the public interest requires alterations in the Public Improvements, Developer
shall undertake such design and construction changes as may be reasonably required by City. Any
and all alterations in the plans and specifications and the Public Improvements to be completed
may be accomplished without giving prior notice thereof to Developer's surety forth is Agreement.
2.7 Other Obligations Referenced in Conditions of Tentative Map
Approval. In addition to the foregoing, Developer shall satisfy all of the conditions of approval
on the tentative map for the Prope1ty. The conditions of approval which have not been satisfied
prior to the date of this Agreement are identified on Exhibit "D" hereto.
3. MAINTENANCE OF PUBLIC IMPROVEMENTS AND LANDSCAPING.
City shall not be responsible or liable for the maintenance or care of the Public Improvements until
City formally approves and accepts them in accordance with its policies and procedures. City shall
exercise no control over the Public Improvements until approved and accepted. Any use by any
person of the Public Improvements, or any portion thereof, shall be at the sole and exclusive risk
of the Developer at all times prior to City's acceptance of the Public Improvements. Developer
shall maintain all the Public Improvements in a state of good repair until they are completed by
Developer and approved and accepted by City, and until the security for the performance of this
Agreement is released. Maintenance shall include, but shall not be limited to, repair of pavement,
curbs, gutters, sidewalks, signals, parkways, water mains, and sewers; maintaining all landscaping
in a vigorous and thriving condition reasonably acceptable to City; removal of debris fi·mn sewers
and storm drains; and sweeping, repairing, and maintaining in good and safe condition all streets
and street improvements. It shall be Developer's responsibility to initiate all maintenance work,
but if it shall fail to do so, it shall promptly perform such maintenance work when notified to do
so by City. If Developer fails to properly prosecute its maintenance obligation under this section,
City may do all work necessary for such maintenance and the cost thereof shall be the
responsibility of Developer and its surety under this Agreement. City shall not be responsible or
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l i a b l e f o r a n y d a m a g e s o r i n j u r y o f a n y n a t u r e i n a n y w a y r e l a t e d t o o r c a u s e d b y t h e P u b l i c
I m p r o v e m e n t s o r t h e i r c o n d i t i o n p r i o r t o a c c e p t a n c e .
4 . C O N S T R U C T I O N S C H E D U L E . U n l e s s e x t e n d e d p u r s u a n t t o t h i s S e c t i o n 4 . 1
o f t h i s A g r e e m e n t , D e v e l o p e r s h a l l f u l l y a n d a d e q u a t e l y c o m p l e t e o r h a v e c o m p l e t e d t h e P u b l i c
I m p r o v e m e n t s w i t h i n 2 y e a r s ( 2 4 m o n t h s ) f o l l o w i n g a p p r o v a l o f t h e f i n a l m a p f o r T r a c t N o . 7 2 8 3 6
o r p r i o r t o t h e f i n a l d a t e o f t h e c o n s t m c t i o n p e r m i t s , w h i c h e v e r o c c u r s f i r s t .
4 . 1 E x t e n s i o n s . C i t y m a y , i n i t s s o l e a n d a b s o l u t e d i s c r e t i o n , p r o v i d e
D e v e l o p e r w i t h a d d i t i o n a l t i m e w i t h i n w h i c h t o c o m p l e t e t h e P u b l i c I m p r o v e m e n t s . I t i s
u n d e r s t o o d t h a t b y p r o v i d i n g t h e S e c u r i t y r e q u i r e d u n d e r S e c t i o n 1 2 . 0 e t ~ � o f t h i s A g r e e m e n t ,
D e v e l o p e r a n d i t s s u r e t y c o n s e n t i n a d v a n c e t o a n y e x t e n s i o n o f t i m e a s m a y b e g i v e n b y C i t y t o
D e v e l o p e r , a n d w a i v e s a n y a n d a l l r i g h t t o n o t i c e o f s u c h e x t e n s i o n ( s ) . D e v e l o p e r ' s a c c e p t a n c e o f
a n e x t e n s i o n o f t i m e g r a n t e d b y C i t y s h a l l c o n s t i t u t e a w a i v e r b y D e v e l o p e r a n d i t s s u r e t y o f a l l
d e f e n s e o f l a c h e s , e s t o p p e l , s t a t u t e s o f l i m i t a t i o n s , a n d o t h e r l i m i t a t i o n s o f a c t i o n i n a n y a c t i o n o r
p r o c e e d i n g f i l e d b y C i t y f o l l o w i n g t h e d a t e o n w h i c h t h e P u b l i c I m p r o v e m e n t s w e r e t o h a v e b e e n
c o m p l e t e d h e r e u n d e r . I n a d d i t i o n , a s c o n s i d e r a t i o n f o r g r a n t i n g s u c h e x t e n s i o n t o D e v e l o p e r , C i t y
r e s e r v e s t h e r i g h t t o r e v i e w t h e p r o v i s i o n s o f t h i s A g r e e m e n t , i n c l u d i n g , b u t n o t l i m i t e d t o , t h e
c o n s t r u c t i o n s t a n d a r d s , t h e c o s t e s t i m a t e s e s t a b l i s h e d b y C i t y , a n d t h e s u f f i c i e n c y o f t h e
i m p r o v e m e n t s e c u r i t y p r o v i d e d b y D e v e l o p e r , a n d t o r e q u i r e a d j u s t m e n t s t h e r e t o w h e n w a r r a n t e d
a c c o r d i n g t o C i t y ' s r e a s o n a b l e d i s c r e t i o n .
4 . 2 A c c r u a l o f L i m i t a t i o n s P e r i o d . A n y l i m i t a t i o n s p e r i o d p r o v i d e d b y l a w
r e l a t e d t o b r e a c h o f t h i s A g r e e m e n t o r t h e t e r m s t h e r e o f s h a l l n o t a c c r u e u n t i l D e v e l o p e r h a s
p r o v i d e d t h e C i t y E n g i n e e r w i t h w r i t t e n n o t i c e o f D e v e l o p e r ' s i n t e n t t o a b a n d o n o r o t h e r w i s e n o t
c o m p l e t e r e q u i r e d o r a g r e e d u p o n P u b l i c I m p r o v e m e n t s .
5 . G R A D I N G . D e v e l o p e r a g r e e s t h a t a n y a n d a l l g r a d i n g d o n e o r t o b e d o n e i n
c o n j u n c t i o n w i t h c o n s t r u c t i o n o f t h e P u b l i c I m p r o v e m e n t s o r d e v e l o p m e n t o f T r a c t N o . 7 2 8 3 6
s h a l l c o n f o r m t o a l l f e d e r a l , s t a t e , a n d l o c a l l a w s , o r d i n a n c e s , r e g u l a t i o n s , a n d o t h e r r e q u i r e m e n t s ,
i n c l u d i n g C i t y ' s g r a d i n g r e g u l a t i o n s . A l l g r a d i n g , l a n d s c a p i n g , a n d c o n s t r u c t i o n a c t i v i t i e s s h a l l b e
p e r f o r m e d i n a m a n n e r t o c o n t r o l e r o s i o n a n d p r e v e n t f l o o d i n g p r o b l e m s . T h e C i t y E n g i n e e r s h a l l
h a v e t h e a u t h o r i t y t o r e q u i r e e r o s i o n p l a n s t o p r e s c r i b e r e a s o n a b l e c o n t r o l s o n t h e m e t h o d , m a n n e r ,
a n d t i m e o f g r a d i n g , l a n d s c a p i n g , a n d c o n s t r u c t i o n a c t i v i t i e s t o p r e v e n t n u i s a n c e s t o s u r r o u n d i n g
p r o p e t t i e s . P l a n s s h a l l i n c l u d e w i t h o u t l i m i t a t i o n t e m p o r a r y d r a i n a g e a n d e r o s i o n c o n t r o l
r e q u i r e m e n t s , d u s t c o n t r o l p r o c e d u r e s , r e s t r i c t i o n s o n t r u c k a n d o t h e r c o n s t r u c t i o n t r a f f i c r o u t e s ,
n o i s e a b a t e m e n t p r o c e d u r e s , s t o r a g e o f m a t e r i a l s a n d e q u i p m e n t , r e m o v a l o f g a r b a g e , t r a s h , a n d
r e f u s e , s e c u r i n g t h e j o b s i t e t o p r e v e n t i n j u r y , a n d s i m i l a r m a t t e r s . I n o r d e r t o p r e v e n t d a m a g e t o
t h e P u b l i c I m p r o v e m e n t s b y i m p r o p e r d r a i n a g e o r o t h e r h a z a r d s , t h e g r a d i n g s h a l l b e c o m p l e t e d
i n a c c o r d a n c e w i t h t h e t i m e s c h e d u l e f o r c o m p l e t i o n o f t h e P u b l i c I m p r o v e m e n t s e s t a b l i s h e d b y
t h i s A g r e e m e n t , a n d p r i o r t o C i t y ' s a p p r o v a l a n d a c c e p t a n c e o f t h e P u b l i c I m p r o v e m e n t s a n d
r e l e a s e o f t h e S e c u r i t y a s s e t f o r t h i n S e c t i o n 1 2 . 0 e t ~ � o f t h i s A g r e e m e n t .
6 . U T I L I T I E S . D e v e l o p e r s h a l l p r o v i d e u t i l i t y s e r v i c e s , i n c l u d i n g w a t e r , s e w e r ,
p o w e r , g a s , a n d t e l e p h o n e s e r v i c e t o s e r v e e a c h p a r c e l , l o t , o r u n i t o f l a n d w i t h i n T r a c t N o . 7 2 8 3 6
i n a c c o r d a n c e w i t h a l l a p p l i c a b l e f e d e r a l , s t a t e , a n d l o c a l l a w s , r u l e s , a n d r e g u l a t i o n s , i n c l u d i n g ,
b u t n o t l i m i t e d t o , t h e r e g u l a t i o n s , s c h e d u l e s a n d f e e s o f t h e u t i l i t i e s o r a g e n c i e s p r o v i d i n g s u c h
s e r v i c e s . E x c e p t f o r c o m m e r c i a l o r i n d u s t r i a l p r o p e r t i e s , D e v e l o p e r s h a l l a l s o p r o v i d e c a b l e
P a g e 5 o f I S
improvements until all of the Public Improvements are completed by Developer and approved by
City. Issuance by City of occupancy permits for any buildings or structures located on the Property
shall not be construed in any manner to constitute City's acceptance or approval of any Public
Improvements.
10.3 Developer's Obligation to Provide As-Built or Record Drawings.
Notwithstanding the foregoing, City may not accept any Public Improvements unless and until
Developer provides one (I) set of "as-built" or record drawings or plans to the City Engineer for
all such Public Improvements. The drawings shall be ce1tified and shall reflect the condition of
the Public Improvements as constructed, with all changes incorporated therein.
II. WARRANTY AND GUARANTEE. Developer hereby warrants and guarantees
all Public Improvements against any defective work or labor done, or defective materials furnished
in the performance of this Agreement, including the maintenance of all landscaping within the
Property in a vigorous and thriving condition reasonably acceptable to City, for a period of one (I)
year following completion of the work and acceptance by City. During the Warranty, Developer
shall repair, replace, or reconstruct any defective or otherwise unsatisfactory portion of the Public
Improvements, in accordance with the current ordinances, resolutions, regulations, codes,
standards, or other requirements of City, and to the approval of the City Engineer. All repairs,
replacements, or reconstruction during the Warranty shall be at the sole cost, expense, and liability
of Developer and its surety. As to any Public Improvements which have been repaired, replaced,
or reconstructed during the Warranty, Developer and its surety hereby agree to extend the
Warranty for an additional one (I) year period following City's acceptance of the repaired,
replaced, or reconstructed Public Improvements. Nothing herein shall relieve Developer from any
other liability it may have under federal, state, or local law to repair, replace, or reconstruct any
Public Improvement following expiration of the Warranty or any extension thereof. Developer's
warranty obligation under this section shall survive the expiration or termination of this
Agreement.
12. SECURITY; SURETY BONDS. Prior to City's approval and execution of this
Agreement, Developer shall provide City with surety bonds in the amounts and under the terms
set forth below. The amount ofthe Security shall be based on the City Engineer's Estimated Costs.
If City determines at any time prior to Developer's completion of the Public Improvements under
Section 4 [Construction Schedule], in its sole and absolute discretion, that the Estimated Costs
have changed, Developer shall adjust the Security in the amount requested by City. Developer's
compliance with this provision (Section 12.0 et ~-)shall in no way limit or modify Developer's
indemnification obligation provided in Section 16.0 of this Agreement.
12.1 Performance Bond. To guarantee the faithful performance of the Public
Improvements and all the provisions of this Agreement, to protect City if Developer is in default
as set fmth in Section 18.0 tel~-of this Agreement, and to secure Developer's one-year guarantee
and warranty of the Public Improvements, including the maintenance of all landscaping in a
vigorous and thriving condition, Developer shall provide City a faithful performance bond in the
amount ofthirthysixthousandonehundredseventytwo ($36, 172), which sum shall be not less than
one hundred percent (I 00%) of the Estimated Costs.
12.2 Partial Release. The City Council may, in its sole and absolute discretion
and upon recommendation of the City Engineer, pmtially release a portion or pmtions of the
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Security provided under this section as the Public Improvements are accepted by City, provided
that Developer is not in default on any provision of this Agreement or condition of approval for
Tract No. 72836, and the total remaining Security is not less than twenty-five percent (25%) of the
Estimated Costs. All Security provided under this section shall be released at the end of the
Warranty period, or any extension thereof as provided in Section 11.0 of this Agreement, provided
that Developer is not in default on any provision of this Agreement or condition of approval for
Tract No. 72836.
12.3 Labor & Material Bond. To secure payment to the contractors,
subcontractors, laborers, material men, and other persons furnishing labor, materials, or equipment
for performance of the Public Improvements and this Agreement, Developer shall provide City a
labor and materials bond in the amount of thi1thysixthousandonehundrcdseventytwo ($36,172),
which sum shall not be less than one hundred percent (I 00%) of the Estimated Costs. The Security
provided under this section may be released by written authorization of the City Engineer after six
(6) months from the date City accepts the final Public Improvements. The amount of such Security
shall be reduced by the total of all stop notice or mechanic's lien claims of which City is aware,
plus an amount equal to twenty percent (20%) of such claims for reimbursement of City's
anticipated administrative and legal expenses arising out of such claims.
12.4 Additional Requirements. The surety for any surety bonds provided as
Security shall have a current A.M. Best's rating of no less than A: VIII, be a bank or insurance
company licensed to transact surety business in California, and shall be satisfactory to City. As
part of the obligation secured by the Security and in addition to the face amount of the Security,
the Developer or its surety shall secure the costs and reasonable expenses and fees, including
reasonable attorney's fees and costs, incurred by City in enforcing the obligations of this
Agreement. The Developer and its surety stipulate and agree that no change, extension oftime,
alteration, or addition to the terms of this Agreement, the Public Improvements, or the plans and
specifications for the Public Improvements shall in any way affect its obligation on the Security.
12.5 Form of Security. The evidence of the Security shall be provided on the
forms set fmth in Attachment "C", unless other forms are deemed acceptable by the City Engineer
and the City Attorney, and when such forms are completed to the satisfaction of City, the forms
and evidence of the Security shall be attached hereto as Attachment "C" and incorporated herein
by this reference.
12.6 Developer's Liability. While no action of Developer shall be required in
order for City to realize on its security under any Security instrument, Developer agrees to
cooperate with City to facilitate City's realization under any Security instrument, and to take no
action to prevent City from such realization under any Security instrument. Notwithstanding the
giving of any Security instrument or the subsequent expiration of any Security instrument or any
failure by any surety or financial institution to perform its obligations with respect thereto,
Developer shall be personally liable for performance under this Agreement and for payment ofthe
cost of the labor and materials for the improvements required to be constructed or installed hereby
and shall, within ten (I 0) days after written demand therefor, deliver to City such substitute
Security as City shall require satisfying the requirements in this Section 12.
13. MONUMENT SECURITY. Prior to City's execution of this Agreement, to
guarantee payment to the engineer or surveyor for the setting of all subdivision boundaries, lot
PageS of IS
corners, and street centerline monuments for Tract No. 72836 in compliance with the applicable
provisions of City's Municipal and/or Development Code ("Subdivision Monuments"), Developer
shall deposit cash with City in the amount ofzero Dollars ($0), which sum shall not be less than
one hundred percent (100%) of the costs of setting the Subdivision Monuments as determined by
the City Engineer. Said cash deposit may be released by written authorization ofthe City Engineer
after all required Subdivision Monuments are accepted by the City Engineer, City has received
written acknowledgment of payment in full from the engineer or surveyor who set the Subdivision
Monuments, and provided Developer is not in default of any provision of this Agreement or
condition of approval for Tract No. 72836.
14. LIEN. To secure the timely performance of Developer's obligations under this
Agreement, including those obligations for which security has been provided pursuant to Sections
12.0 et ~·and 13.0 of this Agreement, Developer hereby creates in favor of City a lien against
all portions of the Property not dedicated to City or some other governmental agency for a public
purpose. As to Developer's default on those obligations for which security has been provided
pursuant to Sections 12.0 et ~· and 13.0 of this Agreement, City shall first attempt to collect
against such security prior to exercising its rights as a contract lienholder under this section.
15. SIGNS AND ADVERTISING. Developer understands and agrees to City's
ordinances, regulations, and requirements governing signs and advertising structures. Developer
hereby agrees with and consents to the summary removal by City, without notice to Developer, of
all signs or other advertising structures erected, placed, or situated in violation of any City
ordinance, regulation, or other requirement. Removal shall be at the expense of Developer and its
surety. Developer and its surety shall indemnify and hold City fi·ee and harmless from any claim
or demand arising out of or incident to signs, advertising structures, or their removal.
16. INDEMNIFICATION. Developer shall defend, indemnifY, and hold harmless
City, its elected officials, officers, employees, and agents fi·om any and all actual or alleged claims,
demands, causes of action, liability, loss, damage, or injury, to property or persons, including
wrongful death, whether imposed by a court of law or by administrative action of any federal,
state, or local governmental body or agency, arising out of or incident to any acts, omissions,
negligence, or willful misconduct of Developer, its personnel, employees, agents, or contractors
in connection with or arising out of construction or maintenance of the Public Improvements, or
performance of this Agreement. This indemnification includes, without limitation, the payment
of all penalties, fines, judgments, awards, decrees, 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 costs incurred by each of them. This indemnification excludes only such portion of
any claim, demand, cause of action, liability, loss, damage, penalty, fine, or injury, to property or
persons, including wrongful death, which is caused solely and exclusively by the gross negligence
or willful misconduct of City as determined by a court or administrative body of competent
jurisdiction. Developer's obligation to indemnify City shall survive the expiration or termination
of this Agreement, and shall not be restricted to insurance proceeds, if any, received by City, its
elected officials, officers, employees, or agents.
17. INSURANCE.
17.1 Tvoes; Amounts. Developer shall procure and maintain, and shall require
its contractors to procure and maintain, during construction of any Public Improvement pursuant
Page 9 of 15
to this Agreement, insurance of the types and in the amounts described below. If any of the
Required Insurance contains a general aggregate limit, such insurance shall apply separately to
this Agreement or be no less than two times the specified occurrence limit.
17.1.1 General Liability. Developer and its contractors shall procure and
maintain occurrence version general liability insurance, or equivalent form, with a combined single
limit of not less than $3,000,000 per occurrence for bodily injury, personal it~ury, and property
damage.
17.1.2 Business Automobile Liability. Developer and its contractors shall
procure and maintain business automobile liability insurance, or equivalent form, with a combined
single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for
the ownership, operation, maintenance, use, loading, or unloading of any vehicle owned, leased,
hired, or borrowed by the insured or for which the insured is responsible.
17.1.3 Workers' Compensation. Developer and its contractors shall procure and
maintain workers' compensation insurance with limits as required by the Labor Code of the State
of California and employers' liability insurance with limits of not less than $1,000,000 per
occurrence, at all times during which insured retains employees.
17.1.4 Professional Liability. For any consultant or other professional who will
engineer or design the Public Improvements, liability insurance for errors and omissions with
limits not less than $1,000,000 per occurrence, shall be procured and maintained for a period of
five (5) years following completion of the Public Improvements. Such insurance shall be endorsed
to include contractual liability.
17.2 Deductiblcs. Any deductibles or self-insured retentions must be declared
to and approved by City. At the option of City, either: (a) the insurer shall reduce or eliminate
such deductibles or self-insured retentions as respects City, its elected officials, officers,
employees, agents, and volunteers; or (b) Developer and its contractors shall provide a financial
guarantee satisfactory to City guaranteeing payment of losses and related investigation costs,
claims, and administrative and defense expenses.
17.3 Additional Insured; Separation of Insureds. The Required Insurance
shall name City, its elected officials, officers, employees, agents, and volunteers as additional
insureds with respect to work performed by or on behalf of Developer or its contractors, including
materials, parts, or equipment furnished in connection therewith. The Required Insurance shall
contain standard separation of insured provisions, and shall contain no special limitations on the
scope of its protection to City, its elected officials, officers, employees, agents, and volunteers.
17.4 Primaty Insurance; Waiver of Subrogation. The Required Insurance
shall be primary with respect to any insurance or self-insurance programs covering City, its elected
officials, officers, employees, agents, and volunteers. All policies for the Required Insurance shall
provide that the insurance company waives all right of recovery by way of subrogation against
City in connection with any damage or harm covered by such policy.
17.5 Certificates; Verification. Developer and its contractors shall furnish City
with original certificates of insurance and endorsements effecting coverage for the Required
Insurance. The cet1ificates and endorsements for each insurance policy shall be signed by a person
Page 10 oflS
authorized by that insurer to bind coverage on its behalf. All certificates and endorsements must
be received and approved by City before work pursuant to this Agreement can begin. City reserves
the right to require complete, ce1iified copies of all required insurance policies, at any time.
17.6 Term; Cancellation Notice. Developer and its contractors shall maintain
the Required Insurance for the term of this Agreement and shall replace any certificate, policy, or
endorsement which will expire prior to that date. All policies shall be endorsed to provide that the
Required Insurance shall not be suspended, voided, reduced, canceled, or allowed to expire except
on 30 days' prior written notice to City.
17.7 Insurer Rating. Unless approved in writing by City, all Required
Insurance shall placed with insurers licensed to do business in the State of California and with a
current A.M. Best rating of at least A: VIII.
18. DEFAULT; NOTICE; REMEDIES.
18.1 Notice. If Developer neglects, refuses, or fails to fulfill or timely complete
any obligation, term, or condition of this Agreement, or if City determines there is a violation of
any federal, state, or local law, ordinance, regulation, code, standard, or other requirement, City
may at any time thereafter declare Developer to be in default or violation of this Agreement and
make written demand upon Developer or its surety, or both, to immediately remedy the default or
violation. Developer shall commence the work required to remedy the default or violation within
ten (I 0) days of the written demand from the City. If the default or violation constitutes an
immediate threat to the public health, safety, or welfare, City may provide the demand verbally,
and Developer shall commence the required work within twenty-four (24) hours thereof.
Immediately upon City's issuance of the demand to remedy the default, Developer and its surety
shall be liable to City for all costs of construction and installation of the Public Improvements and
all other administrative costs expenses as provided for in Section 9.0 of this Agreement.
18.2 Failure to Remedy; City Action. If the work required to remedy the
noticed default or violation is not diligently prosecuted to a substantial completion acceptable to
City within a reasonable time designated by the City, City may complete all remaining work,
arrange for the completion of all remaining work, and/or conduct such remedial activity as in its
sole and absolute discretion it believes is required to remedy the default or violation. All such
work or remedial activity shall be at the sole and absolute cost, expense, and liability of Developer
and its surety, without the necessity of giving any fmiher notice to Developer or surety. City's
right to take such actions shall in no way be limited by the fact that Developer or its surety may
have constructed any, or none of the required or agreed upon Public Improvements at the time of
City's demand for performance. In the event City elects to complete or arrange for completion of
the remaining work and improvements, City may require all work by Developer or its surety to
cease in order to allow adequate coordination by City. Notwithstanding the foregoing, if
conditions precedent for reversion to acreage can be met and if the interests of City will not be
prejudiced thereby, City may also process a reversion to acreage and thereafter recover from
Developer or its surety the full cost and expense incurred.
18.3 Other Remedies. No action by City pursuant to Section 18.0 ~~·of this
Agreement shall prohibit City fi·om exercising any other right or pursuing any other legal or
equitable remedy available under this Agreement or any federal, state, or local law. City may
Pagett oftS
exercise it rights and remedies independently or cumulatively, and City may pursue inconsistent
remedies. City may institute an action for damages, injunctive relief, or specific performance.
19. GENERAL PROVISIONS.
19.1 Authority to Enter Agreement. Each Pmty warrants that the individuals
who have signed this Agreement have the legal power, right, and authority make this Agreement
and bind each respective Party.
19.2 Cooperation; Further Acts. The Pmties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be necessary,
appropriate, or convenient to attain the purposes of this Agreement.
19.3 Construction; References; Captions. It being agreed the Pmties or their
agents have participated in the preparation of this Agreement, the language ofthis Agreement shall
be construed simply, according to its fair meaning, and not strictly for or against any Party. Any
term referencing lime, days, or period for performance shall be deemed calendar days and not work
days. All references to Developer include all personnel, employees, agents, and subcontractors of
Developer, except as otherwise specified in this Agreement. All references to City include its
elected officials, officers, employees, agents, and volunteers except as otherwise specified in this
Agreement. The captions of the various articles and paragraphs are for convenience and ease of
reference only, and do not define, limit, augment, or describe the scope, content, or intent of this
Agreement.
19.4 Notices. All notices, demands, invoices, and written communications shall
be in writing and delivered to the following addresses or such other addresses as the Parties may
designate by written notice:
CITY:
City ofTemple City
Attn: Bryan Cook, City Manager
970 I Las Tunas Drive
Temple City, California 91780
DEVELOPER:
SALL-CAL INVESTMENT, LLC
Attn: Sharon Wei
5593 Angelus Ave
San Gabriel, Ca 91776
Depending upon the method of transmittal, notice shall be deemed received as follows: by
facsimile, as ofthe date and time sent provided the original is contemporaneously deposited with
United States Postal Service and delivered by regular mail; by messenger, as of the date delivered;
and by U.S. Mail first class postage prepaid, as of72 hours after deposit in the U.S. Mail.
19.5 Amendment; Modification. No supplement, modification, or amendment
of this Agreement shall be binding unless executed in writing and signed by both Pmties.
Page 12 oflS
19.6 Waiver. City's failure to insist upon strict compliance with any provision
of this Agreement or to exercise any right or privilege provided herein, or City's waiver of any
breach of this Agreement, shall not relieve Developer of any of its obligations under this
Agreement, whether ofthe same or similar type. The foregoing shall be true whether City's actions
are intentional or unintentional. Developer agrees to waive, as a defense, counterclaim or set off,
any and all defects, irregularities or deficiencies in the authorization, execution or performance of
the Public Improvements or this Agreement, as well as the laws, rules, regulations, ordinances or
resolutions of City with regards to the authorization, execution or performance of the Public
Improvements or this Agreement.
19.7 Assignment or Transfer of Agreement. Developer shall not assign,
hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest
herein without prior written consent of City. Any attempt to do so shall be null and void, and any
assignee, hypothecatee, or transferee shall acquire no right or interest by reason of such attempted
assignment, hypothecation, or transfer. Unless specifically stated to the contrary in City's written
consent, any assignment, hypothecation, or transfer shall not release or discharge Developer fi·om
any duty or responsibility under this Agreement.
19.8 Binding Effect. Each and all of the covenants and conditions shall be
binding on and shall inure to the benefit of the Pmties, 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.
19.9 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
19.10 Invalidity; Severability. If any pmtion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions shall continue in full force and effect.
19.11 Consent to Jurisdiction and Venue. This Agreement shall be construed
in accordance with and governed by the laws of the State of California. Any legal action or
proceeding brought to interpret or enforce this Agreement, or which in any way arises out of the
Parties' activities undertaken pursuant to this Agreement, shall be filed and prosecuted in the
appropriate California State Court in the County of Los Angeles, California. Each Party waives
the benefit of any provision of state or federal law providing for a change of venue to any other
cou1t or jurisdiction including, without limitation, a change of venue based on the fact that a
governmental entity is a pmty to the action or proceeding, or that a federal right or question is
involved or alleged to be involved in the action or proceeding. Without limiting the generality of
the foregoing waiver, Developer expressly waives any right to have venue transferred pursuant to
California Code of Civil Procedure Section 394.
19.12 Attorneys' Fees and Costs. If any arbitration, lawsuit, or other legal action
or proceeding is brought by one Party against the other Party in connection with this Agreement
or the Property, the prevailing party, whether by final judgment or arbitration award, shall be
entitled to and recover fi·om the other party all Litigation Expenses. Any judgment, order, or award
entered in such legal action or proceeding shall contain a specific provision providing for the
recovery of Litigation Expenses.
Page 13 of 15
19.13 Relationship Between The Parties. The Parties hereby mutually agree
that neither this Agreement, any map related to Tract No. 72836, nor any other related entitlement,
permit, or approval issued by City for the Prope1ty shall operate to create the relationship of
pmtnership, joint venture, or agency between City and Developer. Developer's contractors and
subcontractors are exclusively and solely under the control and dominion of Developer. Nothing
herein shall be deemed to make Developer or its contractors an agent or contractor of City.
19.14 Counterparts. This Agreement may be executed in counterpart originals,
which taken together, shall constitute one and the same instrument.
19.15 Effective Date of Agreement. This Agreement shall not become effective
until the date it has been formally approved by the City and executed by the appropriate authorities
of City and Developer.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first-above written.
ATTEST:
By:
.~~~~~~---Peggy Kuo, City Clerk
APPROVED AS TO FORM
By:
.~~~~~~------
Eric S. Vail, City Attorney
CITY OF TEMPLE CITY
By: ----ccc------cc--~c-c--:c-:--
Bryan Cook, City Manager
Page 14 of15
SALL-CAL INVESTMENT
..---~ . .....-~:;_;; I
_./ I I
By: C: <'~:"-/-~ .c>~~":,
~-Shal'on Wei--/ / --~-
Its: Authorized to sign on behalf of the company
NOTE: DEVELOPER'S SIGNATURES SHALL BE DULY NOTARIZED, AND
APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE
REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR
OTHER RULES OR REGULATIONS APPLICABLE TO DEVELOPER'S
BUSINESS ENTITY.
Page 15 oflS
EXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTY
TRACT NO. 72836
IN THE CITY OF TEMPLE CITY, COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA
BEING A SUBDIVISION OF A PORTION OF LOT 12 OF TRACT NO. 9848, AS PER
MAP RECORDED IN BOOK 137, PAGES 67 AND 68 OF MAPS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY
EXHIBIT "B"
LIST OF PUBLIC IMPROVEMENTS
TRACT NO. 72836
PUBLIC IMPROVEMENTS
Separate plans for improvements within the public right-of-way are not required.
However, prior to issuance of a building and/or grading permit, all necessary
improvements within the public right-of-way shall be shown on building or grading
plans in accordance with established City standards or as directed by the City
Engineer and/or his/her designee.
The following are required for off-site improvements. The City Engineer may
accept payment of in-lieu fees in lieu of the applicant completing some or all of the off-
site improvements.
1. Install new driveway approach in accordance with SPPWC Standard Plan 110-2,
and as directed by the City Engineer or his/her designee.
2. Relocate existing SCE power pole to be removed for the proposed driveway.
3. Install new concrete sidewalk along the length of the property frontage in
accordance with SPPWC Standard Plan 113-2, or to match existing adjacent curb
and gutter, and as directed by the City Engineer and/or his/her designee.
4. Remove and replace broken and off grade curb and gutter along the length of the
property frontage in accordance with SPPWC Standard Plan 120-2, and as
directed by the City Engineer or his/her designee.
5. Rehabilitate existing AC street pavement along the length of the property frontage
to the centerline of the street as indicated below, and as directed by the City
Engineer or his/her designee:
a. Grind existing pavement to a depth of 2" and overlay new AC.
6. Underground all services to the property.
EXHIBIT "C"
SURETY BONDS AND OTHER SECURITY
TRACT NO. 72836
As evidence of understanding the provisions contained in this Agreement, and of the Developer's
intent to comply with same, the Developer has submitted the below described security in the
amounts required by this Agreement, and has affixed the appropriate signatures thereto:
PERFORMANCE BOND PRINCIPAL AMOUNT: $ --'3'--'6-'-17'-"2'---------
Surety: CASHIER'S CHECK #0089501594
DATED 91212015
Attorney-in-fact:
Address:
MATERIAL AND LABOR BOND PRINCIPAL AMOUNT: $ __:3:_:6-'-17'-"2=--------
Surety: CASHIERS CHECK # 0089501690
DATED 12/21/2015
Attorney-in-fact:
Address:
CASH MONUMENT SECURITY: $~0~-cc----=------c-~~-~=-
Amount deposited per Cash Receipt No. $ 72344 Date: 9/2/2015 AND
68/26194 AND 68/28367 12/2112015
EXHIBIT "D"
LIST OF TRACT MAP CONDITIONS
OF APPROVAL NOT SATISFIED
PUBLIC IMPROVEMENTS
Separate plans for improvements within the public right-of-way are not required.
However, prior to issuance of a building and/or grading permit, all necessary
improvements within the public right-of-way shall be shown on building or grading
plans in accordance with established City standards or as directed by the City
Engineer and/or his/her designee.
The following are required for off-site improvements. The City Engineer may
accept payment of in-lieu fees in lieu of the applicant completing some or all of the off-
site improvements.
7. Install new driveway approach in accordance with SPPWC Standard Plan 110-2,
and as directed by the City Engineer or his/her designee.
8. Relocate existing SCE power pole to be removed for the proposed driveway.
9. Install new concrete sidewalk along the length of the property frontage in
accordance with SPPWC Standard Plan 113-2, or to match existing adjacent curb
and gutter, and as directed by the City Engineer and/or his/her designee.
1 0. Remove and replace broken and off grade curb and gutter along the length of the
property frontage in accordance with SPPWC Standard Plan 120-2, and as
directed by the City Engineer or his/her designee.
11. Rehabilitate existing AC street pavement along the length of the property frontage
to the centerline of the street as indicated below, and as directed by the City
Engineer or his/her designee:
b. Grind existing pavement to a depth of 2" and overlay new AC.
12. Underground all services to the property.