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HomeMy Public PortalAbout7E Final Subdivision Map Approval for Parcel Map 72861 10525 Freer StreetAGENDA ITEM 7.E. COMMUNITY DEVELOPMENT DEPARTMENT MEMORANDUM DATE: December 15 , 2015 TO: The Honorable City Council FROM: Bryan Cook, City Manager Via: Micha el D. Forbes , AICP , Community Development Director ~ By: Hesty Liu , AICP, Associate Planner SUBJECT: FINAL SUBDIVISION MAP APPROVAL FOR PARCEL MAP NO. 72861, A FLAG LOT SUBDIVISION FOR THE CREATION OF TWO SINGLE- FAMILY LOTS AT 10525 FREER STREET RECOMMENDATION: The City Council is requested to : a) Receive th e Subdivision Improvement Agreement (Attachment "A "); b) Approve th e final subdivision map for Parcel Map No . 72861 (Attac hm e nt "B"); c) Authorize the City Manager to execute the Subdivision Improvement Agreement ; and d) Authorize the City C lerk to certify Parcel Map No . 72861 BACKGROUND: 1. On April 16, 2014 , the City received an application proposing a subdivision project consisting of two parce ls (one of which is a flag lot) for the property located at 10525 Freer Street. 2 . On Jun e 26, 2014 , th e sub mitted te ntativ e parcel map was distributed to various agencies for comments , incl uding the Lo s Angeles County Fire Department , th e local utility companies, and th e school district. 3 . On October 28, 2014 , at a noticed publ ic hearing , the Planning Commission rev iewed and approved the te ntative parcel map . City Council December 15 , 2015 Page 2 of 2 4 . On June 19, 2015 , the City Engineer certified the final map indicating that the final map has satisfied the state Subdivision Map Act. 5. On June 29 , 2015, the developer submitted the required security deposit and signed the Subdivision Improvement Agreement. ANALYSIS: The approval of the tentative map was based upon the conclusion that the project would be consistent with the General Plan and the Zoning Code. The approval for the tentative map was granted an initial life of two years, allowing the develope r to prepare and record the final map on or before October 28, 2016. Now the developer is requesting that the City approve the final map. The final map has been reviewed and signed by the City Engineer who certifies the map for technical accuracy and for the compliance of the map with th e Subdivision Map Act. Subsequent to the City Engineer's certification, the developer had submitted the security deposit in accordance with the Subdivision Improvement Agreement and entered into the agreement. Approving the final map would enable the d eveloper to finalize the subdivision, and to obtain building permits for the construction a single-family house on each parcel. CITY STRATEGIC GOALS: Approval of final Parcel Map No . 72861 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. ATTACHMENTS: A. Copy of the Subdivision Improvement Agreement B. Copy of Parcel Map No . 72861 RECORDED AT THE REQUEST OF AND WHEN RECORDED RETURN TO: (Document exempt fro m recordin g fee s pursuant to Cal. Gov. Code§ 27383) C ITY OF TEMPLE CITY Attn: Bryan Cook, C ity Manager 970 1 Las Tunas Dri ve Temple C ity, California 9 1780 A t tachment A THIS SPACE FoR RECORDER'S USE ONLY SUBDIVISION IMPROVEMENT AGREEMENT FINAL PARCEL MAP 72861 By and Between THE CITY OF TEMPLE CITY, a mu ni cipal corporation and DATED _ _____.~_,_(..=:..;:1,~----' 2015 SUBDIVISION IMPROVEMENT AGREEMENT FINAL PARCEL MAP NO. 72861 This Subdivis ion Improvement Agreement ("Agreement") is entered into as of this .Ji]_ day of Ju\t\Q.. . 20 15 by and between th e City of Templ e City, a municipal corporation ("Ci ty") a nd Dtx.kY Fv,eey_, J..U... ("Developer"). C ity and Developer are som et imes hereinafter individuall y referred to as "Party" and he reinafter col lecti vely referred to as the "Parties ." RECITALS A. Developer has subm itted to City an app li cation for approva l of a final map for real property located w ithin C it y, a lega l d escripti on of which is attached hereto as Exhibit "A". The map is identified in C ity record s as Map No. 7286 1. On October 28, 2014, the City conditionally approved Parce l Map No. 72861 B. D evel oper has not comp leted all of the work or made all of the Publ ic Improvemen ts requ ire d by the Subd ivisi on Map Act (Government Code section s 664 10 et seq .), ("Map Act") the City Ordinances, the cond iti ons of approval for Parce l Map No. 72861 , or other ord in ances, resolution s, or po li c ies of C ity requiring construction of improvements in conjunction w ith th e s u bdivision of land. C. Pursuant to Ci ty Ordi n ances and the appl icable provisions of the Map Act, Developer and Cit y e nter into this Agreement for the timely construction and completion of the Public Improvements and the furnishing of th e security th e refore, acceptable to the City Engineer and City Attorney, for P a rcel Map No. 72861. D. C i ty has authority to e nte r into thi s Subdivision Improvement Agreement pursuant to Goverrunent Code Sections 66499 -66499 .l 0. E . Pursuant to Government Code Section 66499, Devel oper 's execution of this Agreement and the provi s ion of the security are made in con sideratio n of C ity's approval of the fi n a l Parcel Map No . 7286 1. DEFINED TERMS Caf'fWrtiltJ. Llm!-f~ "Develop er" shall mean .Dttfev frl.t:v 1 LLC-, a Lla~ Co~. The term "Developer " sha ll also inc lud e all assignees, to the extent pe rmi d under th1s Agreement, of the rights and ob li ga tions of Developer under this Agreement, and any s uccessor- in -intere s t to Developer havin g a lega l a nd /o r equitabl e interest in the Property. "Estimated Costs" s hall mean the C ity En g in eer"s approx imation of th e actual cost to construct the Publi c Improvements, including the replacement cost for a ll landscaping. -1 - "Litigation Expenses" shall mean a ll costs and expenses, to the extent reasonable in amount, actually and necessar il y incurred by a party in good faith in the prosecution of an action o r proceed ing, including, but not limited to, court costs, filing, recording, and se rvice fees, copying cos ts , e x hibit produc ti on costs, spec ial me di a re nta l costs, attorneys' fee s, fees for investigators , w itness fee s (both lay and ex pe rt), trave l expenses, depos ition and tran sc r ipt costs and any other cost or expense, the award of which a cou rt of competent j u risdiction may determine to be just a nd reasonab le. "Map Act" s hall m ea n the Subdivision Map Act, Government Code Sections 66410 et seq. "Prop erty " s h a ll mean the a ll of th e rea l property contained within the boundaries of Parce l Map No . 72861 located in th e City ofTemplc C ity, Cal ifornia, as is more particularl y described in the legal description and Parcel d iagram a ttached h ereto and incorporated h ereby by reference at A ttachment "A". "P ublic Improvements" shall include, b ut not be limited to , all grading, road s, streets, paving, curbs a nd gu tters, s idewalks, paseos, pathways, trails, sanitary sewers, utilities, s torm drains, detention an d retention ba s in s an d other drainage facilities, traffic controls, landscaping, street li ghts and all other fac i liti es required to be constructed and dedicated to the C ity or other publi c e nt ity as conditions of approval of Parcel Map No. 7286 1 and as s hown i n detail on the plan s, an d spec ificatio n s w hi ch have been app roved by the City and incorporated in to Parcel Map No . 7286 1. T he Pa rti es agr ee th at the P ubli c Improveme nts t o be c ompleted by Develo per ar e more s pec i fica ll y descr i be d in the d iagra m o r p lan attached he reto and incor pora ted he re in by re ference as Attachme n t "B ". Not w ith s ta nd ing, Attach ment "B", Developer s h all re ma in ob l igated to construct and complete all of the Public Im provements required as conditions of app roval for Parce l Map No. 7286 1. "R equired Ins uran ce" shall mean the ins u rance required to be maintained by Developer under Section 17. "Security" s ha ll mean surety bond s in th e amounts and w1d er t he ter ms of Section 12 or othe r security approved by C ity E ngineer o r C ity A tto rn ey. "P arcel Map No. 72 861 ." shall mean th e final map prep ared and app roved by the Ci ty fo r Ten tative Parcel Map No. 72861. "Wa rranty" s h a ll mean the one yea r peri od fo llowing completion of the Publ ic Improvements by Developer and the acceptance of the Publi c Improvemen ts by the City in which Develo per wa rr ants and guarantees a ll Public Improvements . O P ERATIVE PROVISIONS NOW, THEREFORE, in co n s iderati o n of the mutual pro mi ses and covenants ma de by the parties a nd conta ined here and other consid erat ion, the value and adequacy of which are he re by acknowled ge d , th e parties agree as follows: I . EFFECTIVENESS. T hi s J\greement shall not be effective unl ess and unti l a ll four (4) of the follow ing conditions arc sa ti sfied in the order provided: -} - 1.1 Securitv. Developer pro v ide s City with the Security of th e type and in the amounts requi red by thi s A gr eement ; 1.2 Final Map and Agreement Approval . The C ity Coun c il of the City ("City Council ") app roves the fina l ma p fo r Parcel Map No. 72861 a n d this Agr eement; 1.3 Record Agreement. Developer a nd City execute the Agreement and C ity records this Agreement i n th e Recorder's Office of the County of Los A n gel es; a nd 1.4 Record Final Map . Developer records the fin a l map for Parcel Map No. 72 861 in th e R eco rder's Of fic e of th e Co unty of Los Angel es. If the above d escribed conditions ar e not s atis fi ed in t he o rd er, manner and wi thin th e time prov ided und er th is Agreement, thi s Agreement s hall automatically terminate w itho ut need of further action by ei ther City o r Developer. 2. PUBLIC IM PROVEMENTS . Developer shall construct or have constructed at its own cost, exp ense, and li a bility the Publ ic Improvem e nts , as d efined here in , w ithin the time and in the manner required under this Agreement. Construction of the Public Improvem e nts shall include any trans itions and/or other incide nta l work deemed necessary for drainage or p ub lic safe ty . The D evelope r sh all be respon s ible for the replacement, relocation, or r emoval of any compo nent of any irri gation wate r or sewer system in conflict w ith the co n struction or ins tall ation of the Publi c Improvements. Su c h replacem e nt, r e location, or removal shall be performed to the complete satisfaction of the City E ng ineer and the owner of such water or sewer system. D eve loper furt her promi ses and agrees to pr ovid e a ll e quipment, too l s, materials, labor, tests, design wo rk, and e n g ineerin g serv ices necessary or required by C ity to fu ll y and adequatel y complete the Publ i c Improvements. 2 .1 Prior Partial Construction of Public Improvements. Where constructio n of any P ubl ic Improvements h as been parti ally compl et ed pri or to thi s Agr eem ent, Deve lop er agrees to compl ete s uch Public Improvem ents o r assure their completion in accordance with thi s Agreement. 2.2 Permits ; N otices; U tilitv Statement s. Prior to commencing any work , Developer shall , at its sol e cost, expense, and liab il ity, o btain all n ecessary permits and approvals a nd give all n ecessary and incidental notices required for the lawful construction of the Publi c Improvements and performance of D e ve loper's obligations under t h is Agreement. D evel oper s h a ll conduct the work in full com pliance w ith th e regu lations, rules , and other requirements contained in any permi t or appro val issued to D evelo per . Pri o r to commencing any work, D eveloper shall fi le a wri tten statement with t he City C lerk and the C ity Engineer, s igned by D eveloper and eac h uti l ity which wi ll prov ide uti l it y service to the Property, attestin g that D eveloper has made a ll deposits legall y r equired by the uti lity for t he extens ion and prov ision of uti l ity service to the Prope rty. 2.3 P re-approval of Plans and Specifications. D eve loper is prohibited fro m commencing work on any Publi c Improvem ent unti l a ll p lan s and s p ecifications for s uch Pu bli c Improvem ent have been su b m itted to and a p proved by the C ity E n g ineer, or his o r h er designe e. Approva l by t he City En gineer sh all no t re li eve Devel oper fro m en suring t hat a ll Publi c Imp rovements conform with all ot he r req uire me n ts and stand ards set forth in t his Agreement. -3 - 2.4 Quality of Work; Compliance With Laws and Codes. The construction plans and specifications for the Public Improvements shall b e prepared in accordance with all app licable federal , s tate and local laws, ordinances, regulations, codes, standa rd s, and other requirements . The Public Improvements s hall be completed in accordance with all approved maps, plans, specifications, s tandard drawings, and special amendments thereto on file w ith City, as well as a ll applicable federa l, s tate, and local law s, ord inan ces, regul atio n s, codes, s tandards, a nd other requirements applicable at the t ime work is actually commenced. 2 .5 Standard of Performance. Dev eloper and its contractors, if any, shall perform all work req u ire d to c ons truct the Public Improvements und er th is Agreem e nt in a s killful and workmanl ike manner, and consistent w ith the s tandards ge nerall y recognized as being employed by professionals in the s ame di scipline in the State of California. D eveloper represents and maintains that it or its contractors s hall be skill ed in the professional call ing necessary to perform the wo rk. Developer warrants that a ll of its e mplo ye es and contractors s ha ll have s ufficient skill a nd experience to perform the work assigned to th em, and that they shall have all li censes, permits, qualifications and approval s of whatever nature that are legally required to perform the work , and that s uch li censes, permits, qualificat ions and approvals s ha ll be ma inta ined throughout the term of thi s Agreement. 2.6 Alterations to Improvements. All work sh a ll be done and improvements made and completed as sh own on approved plans and specific atio n s, a nd any subsequent a lterations thereto. If during the course of construction and in s ta ll atio n of the Public Improvements it is determin ed that the publ ic inter est requires a lterations in the Public I mproveme nts, Devel oper s hall undertake s uc h des ign and constru ction ch anges as may be rea so na bl y required by City. Any and a ll a lt er ati ons in the plans and s pecifica ti o ns and the Public Improvements to be comple ted may be accompl is hed w ithout giv in g prior notice thereof to Developer's surety for thi s Agreement. 2.7 Other Obligations Referenced in Conditions of Tentative Map Approval. In addition to the foregoing, Developer shall sati sfy a ll of the conditions of approval o n the te ntative map for the Property. 3. MAINTENANCE OF PUBLIC IMPROVEMENTS AND LANDSCAPING. C ity shall not be re spons ibl e or Li ab le for the m a inte nance o r care o f th e Pub lic Improvements unt i l City formally approves and accepts them in accordance with i ts po lici es and procedures. C ity s h a ll exerc ise no contro l over th e Pub l ic Improvements until approved and accepted. Any use by an y person of the Publi c Improvem ents, or any portion thereof, sh a ll be a t the so le and exclusive ri sk of the D eveloper a t all times prio r to C ity's acceptance of the Public Improvements . Developer s hall m a intain a ll the Public Improvem e n ts in a state of goo d repa i r until they a re co mpleted by D eveloper and approved and accepted by C it y, and until the security for th e p erforma n ce of this Agreement is re leased. Mai ntenance s hall include, but shall not be limited to , re p a ir of pavem e nt , c urb s, gutte rs, s id ewalks, si gna ls, parkways, water mains, and sewers; m a intaining a ll la nd scapin g in a v igo ro us a nd thriving conditi on reaso nably accept ab le to C it y; re mova l of d e bri s fr om sewers and s torm drains; and sweep in g, repairing, and mai n ta ining in good and safe condition a ll s treets and street improvements. It s ha ll be Developer's re s po ns ibility to initiate a ll maintenance work, but if it s hall fai l to do so, it s hall promptl y perform such maintenance work when notifi ed to do so by City. If Deve loper rails to properl y pro secute its maintenance obligation under thi s sec tion, City may do all work necessary for such -4 - maintenance a nd the cost thereof s h a ll be th e responsibility of D eveloper and it s surety under th is Agreement. City shall n ot be respons ib le or liable for any damages or injury of any nature in a ny way re lated to or caused by the Publi c I mproveme nts o r their condition prior to acceptance . 4. CONSTRUCTION SCHEDULE. Un less extended purs uant to thi s Section 4.1 of thi s Agreement, Developer s hall fu lly and adequate ly com p l ete or have co m ple ted the P u b lic Impro veme nts w ithin yea rs L_ months) fo ll owing approva l of the final map for Parce l Map No. 7286 1. 4 .1 Extensions . C ity may, in its sole and absolute di scretion, provide D evelope r w ith add it ional time with in which to compl ete the Public Impr ovements. It is understood that by prov idin g the Securi ty req u ired under Section 12.0 et seq. of thi s Agreement, Developer and its suret y consent in adva nce to a ny extensio n of ti me as may be g iven by C ity to Deve loper, and waives any and a ll right to not ice of s uch extension(s). Deve loper's acceptance of an extension of time granted by City s ha ll const itute a waiver by Developer and its surety of a ll de fe nse of laches, estoppel, statutes of limita ti o n s, and other limitations of action in any act io n or proceeding fi led by C ity follow ing th e d ate on which th e Public Improvements were to have been co mpl e ted hereunder. In additi on, as consideration for granting s uch extension to Devel oper, C ity reserves the ri g ht to rev iew th e provis ions of this Agreement , including, but not lim ited to, the constructi on s tand ards, the cos t estimates establis hed b y City , and the sufficiency of t he improvement secu r ity provided b y Developer, and to requ ire adjustm ents thereto w hen wa rra nted acco rd in g to C ity 's reaso nab le di scre ti o n . 4.2 Accrua l of Limitations Period. Any li m itations period provided by law related to breach of th is Agreement or the te rm s thereof shall not accrue unti l Developer has provided the C ity E ngineer w ith written notice of D eveloper 's inte nt to aba ndon or o therwi se not co mple te required or agreed up on Public Improveme nt s. 5. GRAD ING . Developer agrees th a t any an d all grading done or to be done in conjunction w ith con st ruction of the Pub li c Improvements or deve lopment of Parcel Map No . 7286 1 s ha ll co nfo rm to a ll federa l, sta te, and local laws, ordinances, regul ations , and oth er req ui rement s, inclu d ing City's gradi ng regul at io ns. A ll grading, landscapi ng, and constru c ti on activ ities s hall be pe rfo rmed in a man ne r to control eros io n and prevent fl ood ing proble ms . T he C ity E n gi neer sha ll h ave the a uth o r ity to require erosion p l ans to prescr ibe r easonable contro ls on the m e th o d , manner, and time of grad ing, landscapi ng, and cons truction activities to p revent nui sances to s urrou nd ing propetiies. P lans s ha ll include w ithout limitation tempo rary drainage a nd erosio n control requirements, d us t co ntrol proced ures, restrictions on truck and other co n s truction traffic r outes, noi se abatem e nt proce dures, st orage of materials and equipment, removal of ga rbage, tr as h, and refu se, sec uring the job s ite to prevent injury, and s imilar matters. I n order to preven t dam age to the Pub li c Im provements by improper dra in age or oth er hazards, the grading s ha ll be comp leted in accordance with the time s chedule for comp letion of the Pub lic Improvements estab li s hed by this Agreement, and prior to City's app ro val and acceptance of the Public Improvements a n d release of the Security as set forth in Sect io n 12 .0 et seq. of this Agreement. 6. UTILITIES. Developer s hall provide utility services, incl uding water, sewer , power, gas, and te lephone sen ice to se rve each parcel , lot, or unit of la nd wi thin Pa rcel ~fap No. 7286 1 in accorda nce with all app li ca ble federal. s ta te, and lo cal la,vs, rules, and regulations, - 5 - including, but not limited to, the regulations, schedules and fees of th e utilities or agencies providing s uch ser v ices. Except for comme rcia l or industrial properties, D eveloper shall a lso provide cabl e televis ion faciliti es to serve each parcel, lot, or unit of land in accordance w ith all app li cabl e fe de ra l, s tate , and local laws, rul es, and regu la tions, including, but not limited to , the requirements of the cable company possessing a valid fra nchise with C ity to provide s u ch serv ice w ithin City's juri sdictional limits. All uti liti es shal l be installed underground . 7. FEES AND CHARGES. Developer s hall, at it s so le cost, expense, and li ab ility, pay a ll fees, char ges, and taxes ari s in g out of construction of the Public Improvements, including, but not limi ted to, all plan c heck, des ign review, engineering, inspection, and other ser v ice fe es, and any imp act or connecti o n fees establ ished by C it y ordinance, resolution, reg ul at ion , or po li cy, or as estab lished by C ity re la ti ve to Map No . 7286 1, o r as required by othe r gove rnmenta l agencies h aving jur is diction over Parcel Map No. 7286 1. 8. CITY INSPECTION OF PUBLIC IMPROVEMENTS. Developer sha ll , at its sol e cost, expense, and li ab ili ty, and at a ll times during cons tructi on of th e Public Improvements, m a intain reasonable and safe fac ili t ies a nd provide safe access for in spectio n by C ity of the Public Improvements and areas where cons tru ct ion of t he Public Improvements is occurrin g or w ill occUJ. If the C ity inspector req u est s it, t he Deve loper at any time before acceptance of the Public Improvements sh a ll remove o r uncover such portion s of the finis hed work as may be directed w hi c h h a ve not previ o us ly been inspected . After examination, the Developer s hall r es tore s aid p o rtions of the work to t he standards r equired h ereunder . Ins pection or s up erv is ion by the City s h a ll not be considered as direct control of the individ ua l wo rkm e n on the job site . C i ty 's inspector s hall have the a uthority to s top an y and all work not in accord ance w ith the requirements con ta ined or referenced in this Agreement. The in s pection of the work by C ity shall not relieve Developer or th e co ntra c tor of any obli gations to fu lfill this Agreement as herein provided, and unsuitable materials or wo rk m ay be rejected notwiths tanding that s uch materia ls or work m ay have been prev ious ly overlooked or accepted. 9. ADMINISTRATIVE COSTS. If Developer fai ls to construct and in stall all or any part of th e Public Improvements w ithin the time re quired by thi s Agreement, or if Developer fai ls to comp ly w ith any o ther obligation contained herein, D eveloper and its sUJety shall be jointly and s everally l ia ble to C ity for all admini s trative expenses, fees, and cos t s, including reasonable attorney's fe es and cos t s, incurred in obta ining compliance with thi s Agreement or in process in g any legal action or for any othe r remedies permitted by law. 10. ACCEPTANCE OF IMPROVEMENTS; AS-BUILT OR RECORD DRAWINGS . The C ity Counci l m ay, in its so le and abso lu te discretion, accept fu ll y completed portions of the Public Improvements pri o r to such time as all of the Publi c Improvements are comple te, w hi c h s hall not re lease or modify Developer's obli gation to complete th e remainder of the Public Improvements within the time require d by this Agreement. 10.1 Developer's N otice of Com pletion. Upon the total or partial acceptanc e of the Public Improvements by City, D evelop er shall file with the Reco r der's Office of the County of Los Angeles a notice of completion for the accepted Public Improvement s in accordance with Ca lifornia Civil Code section 3093, at which time the accepted Pub li c Improvements s hall become the so le and exclus ive property of City without p ay me nt therefore. -6 - 1 0.2 City Acce p ta nc e of Public Improvements. If Tract Map No. 72861 was ap proved and recorde d as a s in g le ph ase m ap , C ity sh a ll not accept any o ne o r more of the imp rovements u n ti l all of the P ublic Improvem e nt s are comp l eted by Develo p e r and app roved by C ity . I ssuance by C ity of occupan cy pe rm it s for a n y bu i ldi ngs or st ru ctures locat ed o n the Property s ha ll no t be con st ru ed in a ny m ann e r to co ns tit ute C ity's acceptance or approval of a n y P ubli c Improvements. 10.3 Develo per's O bligation to Provide As-Built or Record Drawings. No twiths tanding t he fo regoing, City m ay n o t accept any Pub li c Imp rovements un less and until Developer provides o ne ( 1) set of "as-bui lt" or record drawin gs or plans to the C ity En gineer for a ll s uch Publi c Improvem e nts. T he drawin gs s ha ll be certified and s ha ll reflect the co nd itio n of th e P ub l ic Improve men ts as constructed , w ith all changes incorporated therein . 11. WARRANTY AND GU ARANT EE. D evel oper her eb y warrants and gu arantees a ll Public Improvements aga ins t an y defect ive wo r k o r labo r done, or d efective materials furni sh ed in th e p erform ance of thi s A g reement, incl ud ing the m aintena nce of all landscap ing w it h in t he Property in a vigorous and t hriv ing conditio n r easonab ly accep table to City, fo r a pe riod of one (1) year fo ll owing co m p let io n of the work an d acceptance by C ity . During the W arrant y, D eveloper shall repai r, rep lace, or reconst ru ct any defect ive or otherwise unsat isfactory portion of the Publi c Improveme nts, in acc o rd ance w ith t he c urrent o rdi nances, resolu t ion s, regu la t io n s , co des, stand a rd s, o r o ther req uirem e nts of C ity, and to th e ap pro val of t he C i ty E n g ineer. All re pa irs, rep la ceme nts, or reconstruc ti on dmin g t he W arr an ty sha ll be at th e so le cost, expense , and li ab ility of D eve lop er and its s m e ty. As t o an y P u bl ic Imp roveme n ts w hi ch have b een repaired , rep laced , o r recons truct ed dm ing th e Warra nty, D eveloper a nd it s s ure t y h er eby agr ee to extend the Warranty for an add ition a l one (l) year peri od fo ll owing C ity's acceptance of th e r epa ired , replaced , o r r econstructed P u bl ic Improvem ents. Nothin g her e in shall re li eve Developer from any oth e r li abili ty it may have under fede r al , state, or local law to rep a ir, replace, or reco nstruct any Public Improvement fo ll owing expirat ion o f the Warra nty o r a ny extens ion ther eo f. D eveloper's warranty obl igation u nd e r thi s secti on shall smvive the ex pirati on o r t ermination of thi s Agreem e nt. 12. SE CURITY; SURETY BON DS. P ri or to C i ty's ap p r oval and execut io n of thi s Agreement, D eve lop er sh a ll provide C ity with Securi ty D eposit and/or Sure ty Bond s in the am oun ts and under the terms set fo rth be low. The amount of the Secmity sha ll be based on the C ity Engineer's Esti mat ed Costs. If C ity dete rm ines at an y tim e pr io r to D eveloper's comp letion o f the Pub lic Improvements under, in it s so le and abso lute d iscretion, that the Estimated Costs have changed, Develope r shall adjust the Security in the am o unt requested by City. D eveloper 's co m pl iance wi th this prov ision (Secti o n 12.0 e t seq .) shall in no way li mit or m odify D eve loper's indemnificatio n o bl igati on provided i n Sec ti o n 16.0 of t h is A greement. 12.1 Pe rfo rm a nc e Security/Bond . To g uarantee th e f aith f ul performa n ce of the Public Improvem ent s and a ll the provisions of t his Agreement, to protect C ity if Developer i s in default as set fo rth in Section 18.0 et seq . of thi s Agreement, and to secure Developer's o ne - year guarantee and wa rranty of the P ublic Improvements, including the maintenance of a ll landscaping in a vigorous and thriv ing condition, Developer s hall provide City a faithful performance secu rit y in th e amount of fifteen thousands and nine hundreds ($15.900). which sum s hall be not le ss than one hundred percent ( 100%) o [the Es tim ated Costs. -7 - 12.2 Partial Release. The City Council may, in it s so le and absolute discretion and upon recommendati on of the City Engineer, partially release a portion or por1ions of the Security provide d under thi s section as th e Public Improvements are accept ed by City, provided th at Deve loper is not in default o n any provi sio n o f thi s Agr eement o r condition o f approva l for Map No. 72861 , and the total remaining Securi ty is not less than twenty-fi ve percent (25%) of \ the Estimated Costs. All Security prov ided under this section sha ll be release d at the end of the Warranty period, or any extension thereof as provided in Section 11.0 of thi s Agreement, provided that D evelo per is not in default on any provision of this Agreement or condition of a pproval for Tract Map No. 7286 1. 12 .3 Labor & Material Security . To secure pay ment to the contractors, subcontractors, laborers, material men, an d o the r per son s furn ishing labor, materials, or equipm ent for performance of the Public Impro ve ments and thi s Agreement, Developer sha ll provide City a labor a n d materi al s Securi ty in the amount of fifteen tho usand s and nine hundreds ($15 ,900), which sum shall not be less th an one hundr ed per cent ( 100%) of the Estimated Costs. The Security provid ed under thi s section may be released by written a uth orization of the C ity Engineer after s ix (6) m onths from the d ate City accepts the final Public Improvements. The amount of such Security shall be reduced by the total of all stop notice or mechanic's li e n claims of which City is aware, plus an amou nt equal to twenty percent (20%) of s uch claims for re imburs em e nt of City 's anticipated admini strative and legal expenses aris ing out of s uch claims. 12.4 Add itional Requirements . The suret y for any s urety bond s provided as Security s hall have a current A.M. Best's ra ting of no less than A: V III, be a bank or insurance company licensed to tr ansact s urety busi n ess in California, and shall be satisfactory to City. As part of the obligation secured by the Security and in add it ion to the face amount of the Security, the Deve loper or its surety s hall secure the costs and reasonable expen ses and fees, including reasonable attorney's fee s and costs, incurred by City in enfo rc ing the obligations of this Agr eement. The Developer and its surety stipulate and agree that no change, extensi on of time, a lt eration, or addition to th e terms of th is Agreement, the Publi c Improvements, or the plans and spec ifications fo r the Pub lic Improvements s hall in any way affect its obli ga tion on the Security. 12 .5 Form of Security. The evidence of th e Security shall be provided on th e forms set forth in A ttachment "C", unl ess other forms are deemed acceptable by th e City E n gineer and the Ci ty Attorney, and w hen such forms are completed to the satisfac tion of City, the forms and evidence of the Security s ha ll be attac hed hereto as Attachment "C" and incorporated herein by thi s reference . 12.6 Develop e r's Liability. While no action of D eveloper s hall be required in o rd er for City to reali ze on its security und er any Security in strument, Developer agrees to cooperate wit h City to facilitate C ity's rea li zati on under a ny Security in s trum ent, and to take no action to prevent C it y from s uch rea li z ation under any Security in strume nt. Notwithstanding the giv in g of any Security in strum e nt or the s ubsequent expiratio n of any Securit y instrument or any fai lure by any suret y or financial in s titution to perform its obligations with respect thereto, Developer s hall be personally liable for pe rformance under thi s Agreement and for payment of the cost of the labor and materials for the improvements required to be constructed or installed hereby and shall, w ithin ten (10) days a fter written demand therefore, de li ver to City s uch substitute Security as City s ha ll require satisfying the requirements in this Section 12. -8 - 13. M O NUMENT SECURITY . Pr ior to C ity's execut io n of thi s Agreement, to guara n tee payment to the eng ine er or s ur veyo r for t he setting of a ll s u bdi vi s ion bo undaries, lot co rn e r s, an d street ce nte rli ne m onume nt s fo r Tract Map N o . 7286 1 in compliance w ith the a pplica bl e provis ions o f C ity 's Muni c ipa l and/or D evelo pm e nt C od e ("S ubdi v i s ion Mo nu men ts"), D evelop e r s ha ll deposit cas h w ith C ity in the am o unt of l-..e-YO D o ll ars ($ 0.00 ), w hich sum s ha ll no t be less than one hundred percent (100%) of the cost s of setting th e S u bd iv is ion M o nu me nts as d e te rmined by the City E n g ineer . Sa id cas h d e p os it m a y be re leas ed by written autho ri zati o n o f th e C ity E n gineer a ft er a ll re quired S ubdi v is ion M onuments are accepte d by t he C ity E ng ineer, C it y h as re ceived w ritten a cknowle d gm e nt o f pay m e nt in fu ll f rom the e n gineer or surve yo r who se t th e Subdi v is io n Monume nt s, and provided D eveloper is not in d efa ul t of an y p rovis io n of thi s Agr eeme nt o r conditio n of approval fo r Map No. ____ _ 14. LIEN. T o secure t he tim e ly p erformance of D evelo pe r 's obli ga ti o ns und e r thi s Agreeme nt, inc luding those obli gati o ns fo r w hi c h s ecurity h as been provided purs uant to S ectio ns 12 .0 et seq . and 13.0 ofth is Agree m e nt, D evelo per h e re by c reates in favo r of C ity a li en aga inst all portions of the Property no t dedi cated to Ci ty o r some o th er governmenta l agen cy for a public purpos e . A s to Developer's de fault on those obligatio ns for w hich sec ur ity has been prov id ed p ur suant to Se cti o ns 12.0 e t seq. and 13 .0 of thi s A greeme nt, C ity sha ll firs t a tte mpt to c o ll ect agai ns t s uch s ecmity pri or to e xerci s ing its ri ghts as a co ntract li e nh o ld e r under thi s se ctio n. 15 . SIGNS AND ADVE RTISING. D eveloper unde rs tand s a nd agrees to City 's o rdina nces, re gu la tions , and require me nt s governin g s igns and a d vertis ing s tructure s . Deve loper he re by agr ees w ith a nd consents to th e s umm ary rem oval b y C ity , w itho ut noti ce to D eve lo p er, of a ll s ig ns or o th e r adverti s ing s tru c tures e rected , pl aced, o r s ituated in v io la ti on of an y City o rdin an ce, reg u lati o n, or oth er require m ent. R e moval s h all be at the expense of Developer and its s urety. Develo p e r and its s mety s ha ll inde mni fy and hold C it y fr ee a nd h ar m less fro m any cla im or dema nd ari s ing o ut of o r inc ident to s ign s, adve ti is ing structure s, or their re m oval. 16. INDEMNIFICATION. Develo pe r s ha ll defe nd , inde mnify, and ho ld harmless C ity, it s e lected offici a ls, offi cers, e mp loyees , and agents fr om an y and a ll actu a l or a ll eged cl a im s , d e man d s, c a use s of acti on , li a bility, lo ss, dam age , or injury, to prope rt y o r per sons, inc luding wrong ful death , w he th er imposed by a co mt o f l aw o r b y administrati ve acti on of any fe de r al , state, o r l ocal governm en ta l body o r agency, arising out of o r incide nt to any a cts, o mi ssio ns , negl igence, or w ill ful mi s conduc t of D evelo per , it s per sonne l, empl oyees , agents , or contracto rs in connection w ith o r ari s in g o ut of cons tru cti o n or m a int e nance of the Public Improv em e nt s , o r pe rfo rm an ce of thi s A g reem e nt. Thi s ind e mnifica ti on includ es, w ithout limitatio n, the paym e nt o f a ll pena lti es, fin es, judg me nts , a ward s , decrees , a tto rn eys ' fees , a nd re lated costs or expe nses , a nd th e reimburse me nt of City, it s e lected o ffi c ia ls, officer s, e mpl oyees, and/or agents fo r a ll legal expe nses and costs inc u rred by each of th em . Thi s ind e m n i fication exclude s on ly s uch po rti on of a ny cl a im, de m an d , cause o f acti on, li ability, loss, da m age, p e na lty , fi ne, or injury, to p rope r ty o r pe rs on s , including wro ngfu l d eath , wh ic h is ca us e d sole ly an d e x c lu sive ly by the g ross negli gence or willful m isconduct of C ity as d et e rmined by a co urt o r admini stra ti ve bod y of co mpet e nt juris dicti o n. D e v e lo per 's o bli gatio n to indem ni !'y C it y s ha ll s urv ive th e ex pira ti o n o r term in ati o n of thi s Agr ee ment , a nd s ha ll not be restri cted to insura nce proceeds, i f any, r ece i ved by Ci ty, its e lec t ed ofGcia ls, officers, cm p lo) ces. or agents . -9 - 17. INSURANCE. 17.1 Types; Amounts. Developer s hall procure and maintain, and s hall requ ire its co ntractors to procure and mai ntai n , d u rin g cons truction of any Publ ic I m provement pursuant to th is Agreement, ins urance of the t y pes and in the amounts des'cribed below. If any of t he Req uired Ins urance contains a genera l a ggregate lim it , s uch in s urance s ha ll apply separately to th is Agreement or be n o le s s th a n two times the spec ified occurrence limit. 17.1.1 General Liability. D eveloper and its contracto rs shall procure and maintain occurrence version general liab ility in s urance, or equivalent form , with a combined si ng le limit of not less than $3 ,000,000 per occurrence fo r bodi ly injury, personal injury, a nd property damage. 17 .1 .2 Bus iness A uto mobile Liability. Developer a nd its contractors sha ll procure and main tain bus iness automobi le liability insurance, or equi valent 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, u s e, loading, or unloading of any vehicle owned, leased, hired, or borrowed by the insured or for whi ch the insured is respons ible. 17.1.3 Workers' Co mpensation. D eve loper and i ts contractors sha ll procu re and maintain workers' compensatio n insurance w ith limi ts as re qu ire d by th e Labo r Cod e of th e S ta t e of Cali fornia and e mploye rs' li ab ili ty ins uran ce w i t h limits of not less tha n $1,0 00,000 per occurren ce, at all t imes durin g w hic h ins ured ret a i ns e mpl oyees. 17 .1.4 Profess io nal Liab il i ty. For any cons ultant o r other professional who will engineer or design the Public Improvements, liability insw·a.nce for errors and omissions with limits n ot less than $1,000,000 per occurrence, s hall be procured and maintained for a period of five (5) years following completion of the Public Improvements. Such insurance shall be endorsed to include contractua l li ab ility. 17.2 D edu cti bles. A ny ded uctibles or self-i nsured retenti o n s must be declared to a nd approved by C i ty. At the optio n of C ity, e it her: (a) th e insurer shall reduce or e li m ina t e suc h deductib les or sel f-insured re tenti o ns as respects City, its e lected officials, officers, em p loyees, agen ts, a n d vo lunteers ; or (b) Developer and its contractors shall provide a financia l guara ntee satisfacto ry to City guaranteeing payment of losses and re lated investigation cost s, cla ims, and adm in istrat ive and defense expenses. 17.3 A dditiona l Ins ured ; Sep ara ti on of Ins u reds. T h e Required Insurance sha ll name City, its e lected officials, officers, employees, agents, and volunteers as additional insureds with respect to work performed by or on behal f of Developer or its contractors, i nc l uding mater ia ls, p ar ts , or equipmen t furnished in connection therewith . The Requir ed Insurance shall contain s tanda rd separat ion of insured provisions, and sha ll contain no specia l limita tions on the scope of its protection to City, its elected officia ls, officers, employees, a gents, and vo lunteers. 17.4 Primar-v Insurance; \Vaiver of Subrogation. The R equired Insura nce sha ll be p ri mary w ith respect to an y in su ra n ce or se lf-ins ura nce program s covering C ity, its e lect ed offi c ia ls, o ffic ers, employees. age nt s. and vo l unteers. A ll po li c ies for the Re quire d -10 - In s u rance shall provide tha t the insurance co m pan y waive s aJI ri ght of recovery by way o f s ubrogati o n again st City in connecti on with a ny d am age or harm covered by s uc h po licy. 17.5 Certificates; Verification. D evelope r a nd its contractors s ha ll furni s h C ity with ori g in a l certifica tes of insurance a nd end or sem e nt s effectin g coverage for the R equired In sura nce. The cert ifi ca tes a nd e nd o r seme nt s fo r each ins urance po licy s ha ll be s ig n ed by a pe rson a uth o ri zed by th at ins ur er to bind coverage on it s beha lf. A ll cert ifica t es and e n do rsem en t s m us t be rece ived and a pproved by C it y b e fore work pursua nt to th is Agreeme nt can begi n . C ity reserves the r ight to require com p le t e, cettifi e d co pi es of a ll required ins u ran c e po li c ies, at any time . 17.6 Term; Cancellation Notice. D eve loper a nd its contrac to rs s hall ma intain the Required In s urance for th e te rm o f thi s A g reem ent a nd s hall repl a ce any certificate , policy, or endorsem ent w hich w ill expire prior to th at da te . All policies sha ll be e ndors ed to provide that the Req uired In s urance s ha ll no t b e s us pend ed , vo id e d , redu ced , can cele d , or a ll owed to ex pire ex cept o n 30 days' prior w ritte n no ti ce to C ity . 17 .7 Insurer Rating. U nl ess approved in w n t m g b y Cit y, a ll Require d Insurance sh a ll placed with insure rs lic e nse d to d o bu s in ess in th e S ta te of Ca liforn ia an d with a current A.M. Best rating of at least A :VliL 18 . DEFAULT; NOTICE; REMEDIES . 18 .1 Notice . If Develope r neglects, refu se s, o r fa il s to fulfill o r time ly compl e te any o bli gation , te rm , o r c o ndition of thi s A gre ement, or i f C ity de te rmi nes th e re is a v io la ti o n of any federal , state, o r local la w , o rd inance , re gul a t io n, cod e, standard, o r oth e r re quirement, C ity may at any t ime t he re afte r declare D evelo pe r to be in d ef a ult or vio latio n of thi s A gree m e nt and make wri tte n d em and upo n Develo p e r or its surety, o r bo th , to immedi at e ly re med y the d e fa ult or v io la ti on . D evelo per sh a ll commence the work re quired to remed y the d e fa ult or v io lation within te n (1 0) days of th e w ritte n de mand fro m th e C ity . If th e d efault or violati on con s titutes an immedia te threat to th e public health , saf ety, or w e lfare, City may provide th e d e m and verba ll y, and Deve loper sh a ll c ommen ce the re quire d work w ithin twenty- four (2 4 ) ho ur s thereof. Imme di a tely upo n C ity's iss ua nce of th e d e mand to re me dy th e def ault, Deve lo p er and its s urety s h aJI be li a ble to C ity for a ll c o sts o f c o ns t ruc tion and in s ta ll a tion of the Publi c Im provements and a ll o th e r admini s trati ve costs expen ses as prov id e d for in Secti o n 9.0 of thi s A gree me nt. 18.2 Failure to Remedy; City Action. If the wo rk re quire d to re me dy the notice d default o r violatio n is no t di l ige ntl y prosecut e d to a s ubs ta nti a l c o mple ti on acce pta bl e to C ity w ithin a reasonable tim e des ignated b y th e C ity , C ity ma y compl e t e a ll rem a inin g work, arra nge fo r th e completi o n of a ll re m a inin g w ork, a nd/or conduct s uch re m ed ia l ac ti vi ty as in its so le and absolute di s cre ti o n it be li eves is required to re medy the defa ult or v io lat ion . A ll s uch wo rk or remedi a l activ ity sha ll be a t th e so le and a bsolute cost, expense, and liabi li ty o f Developer and its s urety, without t he necessity of g iv ing an y further no t ice to Developer o r s urety. Cit y 's ri ght to ta ke s uch a cti o ns s ha ll in no w ay be limited by the fac t t hat Deve loper o r it s s ure ty m ay have cons tru c ted a ny , o r none o f the re qu ired o r ag reed upon Publi c Impro vements a t the tim e of C it y's de ma nd fo r pe rfo rm an ce . In th e event C it y e le c ts to comp le te o r a rran ge fo r co m p le ti o n o f the re m a ining wo rk a nd im pr ovem e n ts , C it y may req ui re -I I - a ll wo rk by Developer or its surety to cease in o rder to a ll ow adequate coordi nation by C ity . No tw ithstandi ng the for ego in g, if co nditions precedent fo r rever sion to acreage can be met and if th e in terests of C ity w ill not be prejudi ced the reby, City may al so p rocess a revers ion to acreage and thereafter recover fr om Developer or it s su rety the fu ll cos t and expense inc urred. 18.3 Other Remedies. No acti on by C ity pursuant to Section 18.0 et seq. of thi s Agreement s h a ll prohibit City from exerc is ing any other r igh t or pursuin g any other legal or eq uita ble remedy avail a bl e unde r this Agreem e n t or any fed eral , state , or local law. Ci ty may exerci se it rights and rem ed ies independently or cumul ati vely, and Ci t y m ay pursue inconsi stent re m edi es . C ity may ins titu te an actio n for damages, injunctive relief, or specific p erfo rmance. 19. GENERAL PROVISIONS. 19.1 Authority to Enter Agreement. Each Party warrants th at th e ind ividuals who have s igned this A greemen t have the legal power, ri g ht, and authority make thi s Agreem e nt and bind each respective Party. 19.2 Cooperation; Further Acts. The Parti es s hall fu ll y cooperate with on e ano ther , and s hall take any ad diti onal acts o r s ig n a ny ad ditional d ocuments as m ay be necessary, appropriate, o r convenient to attain the purposes of this Agr eement. 19.3 Construction; References; Captions . It being agreed the Parties or their agents have participat ed in th e p repar a tion of thi s Agreement, the language of this Agreement s hall be construe d s impl y, according to it s fair meaning, and no t s tr ictly fo r or against any Pmt y . Any term refer enc ing time, days, or period fo r perfo tma.nc e s ha ll be deemed calendar days and not work days. All references to Devel oper inc lude a ll personne l, e mployees, agents, and subco ntractors o f D eveloper, except as o th erwise sp ecified in th is Agreement. A ll references to City include its e le cted officials, officers, e mployees, agents, and vo lu ntee rs except as other w i se spec ifi ed in this Agr eem ent. The captions of the various articles and paragraphs are for co nvenience a nd ease of refe rence onl y, an d do not define, limit, augment, or describe the scope, co ntent, or inten t o f thi s Agreement. 19.4 N otices. A ll notices, demands, invo ices, a nd w ritte n communications shall be in writing and de li vered to the fo ll owing addresses o r such other addresses as the Parties may des ign at e by writte n no ti ce: CITY: C ity ofTemple C i ty A ttn: Bryan Cook, C ity Manager 970 1 Las Tunas Dri ve Temp le C ity, Californ ia 9 1780 DEVELOPER: -12- Depending upon the m ethod of transmitta l, notice shall be deemed rece ived as follows: by facsimile, as of th e date and time sent provided the ori ginal is contemporaneo us ly deposited with Un ited States Postal Service and de li vered by regul ar mail ; by messenger, as of the date de li vered; and by U.S . Mail fir st c lass post age prepai d, as of 72 hours after depos it in the U.S . Mai l. 19.5 Amendment; Modification. No sup plement, modification, or a m e ndment of this Agreement s ha ll be b indin g unl ess executed in writi n g a nd signed by both Pa r ti es. 19.6 Waiver. C ity's fa il ure to in s i st upo n strict compl iance w it h any p rovis ion of this Agreement or to exercise any ri ght or privilege provided herein, or C ity 's waiver of any b reach of this Agreement, s hall not reli eve Developer of any of its obl iga ti ons under th i s Agr eement, w h ether of the same o r s imi la r type. The foregoing shall be true w h ether City's act ion s are intentional or unintentional. D eve loper agrees to waive, as a defense, counterclaim or set off, any a nd a ll defects, irregulariti es or deficiencies in the authorization, execution or performance of th e Public Improveme nts or this Agreement, as we ll as the laws, rules, regulations, o rdinances or reso luti o ns of City w ith regards to the authori zation, execution or performance of the Publi c Improvements or thi s Agreem e nt. 19.7 Assignment or Transfer of Agreement. Developer shall not assign , h y pothecate, o r transfe r, e ither directly or by operation of l aw, this Agreem ent or any interest he re i n w ith o ut prior writte n consent of C ity. A ny attempt to do so s hall be null and void, and any assignee, hypoth ecatee, or tran sfe ree s ha ll acquire no r ig ht or in terest by reason of su c h attempted assignment, hypothecatio n, o r tran sfer. Unless specifi cally stated to the contrary in C ity's written consent, any ass ignment, hypo the cation, or tran sfer s ha ll not release or discharge D eveloper from an y duty or responsibility und er this Agreement. 19 .8 Binding E ffect. Each and all of the covenants and conditions s hall be binding on and s hall i nure to the bcne(it of the Parties, and their successors, heirs, personal repres entati ves, or ass i gns. This sectio n s ha ll not be constr ued as an autho ri zation for any Party to ass ig n any right or obligat ion. 19.9 No Third Party Beneficiaries. There are no intended third party be ne ficiaries of any r ig ht or obli ga ti on assumed by the Parties. 19.10 Invalidity ; Severab ility. If any portio n of thi s Agreement is dec lare d in valid , ille gal, or otherwise unenforceab le by a co urt of competent j urisd iction, th e remai ning provisions shall con tinue in full fo rce and effect. 19.11 Consent to Jurisdiction and Venue. This Agreement shall be construed in accordance with a nd governed by the laws of the State of Cali forn ia. Any le gal actio n o r proceeding brought to interpret or e nforce thi s Agreement, or which in a ny way arises out of the Pa rti es' activitie s unde rt aken pursuan t to th is Agreement, shall be filed and prosecuted in the ap prop ri ate Ca lifornia State Court in the County of Los Angel es, Ca lifornia. Each Party waives t h e b e ne fit of a n y provi s ion of s ta te or fede ral law providin g for a c ha nge of ve nue to an y o th e r court or juris di c tion inc luding, w ith o ut limi tation , a c hange of venue based on the fact t ha t a gove rnm e ntal e ntity is a party to th e acti on or proceeding, or t hat a federa l ri ght or question is -13 - involved or alleged to be in volved in the action or proceeding. Without limiting the generality of the foregoing waiver, Developer express ly waives any right to have venue transferred pursuant to Cal ifornia Code of C iv il Procedure Sect ion 394. 19.12 Attornevs' Fees and Costs. If any arbitration, lawsuit, or other legal acti on or proceedi ng is brought by one Party against the other Patty in connection with t hi s Agreement or the Property, the prevailing party, whether by final judgment or a rbitration award, s hall be e ntitled to a n d recover from t he other party all Litigation Expenses. Any judgment, order, or award entered in such lega l act ion or proceed in g shall contain a specific provision providing for the recovery of Litigatio n Expenses. 19.13 Relationship Between The Parties . The Parties here by mutuall y agree that neither thi s Agreement, any map re la ted to Parcel No. , nor any other related enti t lement, perm it, or approva l iss ued by C ity for the Property s hall operate to create the re la ti o n sh ip of partners hi p, joint venture, or agency between City and Deve loper. Developer's contractors and subcontractors are exclus ive ly and so le ly under the contro l and dominion of Deve loper. othing herein shall be deemed to make Developer or its contractors an agent or contractor of City. 19.14 Counterparts. T hi s Agreement may be executed in counterpart originals, w hi c h taken togeth e r , sh a ll constitute o ne a nd the same in strume nt. 19.15 Effective Date of Agreement. This Agreement s ha ll not become effective unti l the date it has been forma ll y approved by the C ity and executed by the appropriate a uthorities of City and Developer. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. ATTEST: Peggy Kuo Ci ty Clerk CITY OF TEMPLE CITY By: __________ _ Bryan Cook, C ity Manager -14 - APPROVED AS TO F ORM By: __________ _ Eric S. Vail C ity Attorney ) 1?\~ ~y-~1/'-l.(Dflvt~~t CDYP ft"S ktlnoqe \ ... N OTE : By It s-£7~ 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 R ULES OR REGULAT IONS APPLICABLE TO DEVELOPER'S BUSINESS ENTITY. -15 - CALI FORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer co mpleting this certificate verifies only the identi ty of the ind iv idual who signed the doc ument to which this certifi cate is attached , an d not the truthfulness , accuracy, or validity of that document. State of California ) County of WfArzqd.ef ) On 0/J-W S before me, Chlitjlful) C. WtA , NohJ,M. ftdwc , Date ;;;;ltnsert Nam e and Title ot<ihe Offtcer personally appeared ___ _.C'"""'YJtJ.<-<'-"L:...YH......,'e='f<---<lft.'-J..J<tli!vt"-l..tt~'-""1'---------------- Nga/e(s) of Stgner(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in hi s/her/their authorized capacity(ies), and that by his/her/their signatu re(s) on the instrument the person(s), or the entity upon be half of which the person(s) acted, ex ecuted the instrument. • CHING PING C. WU commiss ion # 2075580 z i "otary Public -California ~ Los Angeles County 4 1. o o o o oMl toTT· £ll&ir!s JuJ2J·J~1 tl Place Notary Seal Above I certify under PENALTY OF PERJURY under the laws of the State of California that t he foreg oing paragraph is true and correct. WITNE SS my hand and official seal. Signature e/~ r Signature of Notary P4t:!}c --------------------------------------------------------------------OPTIONAL----------------------------------------------------------------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachmen t of this form to an unintended document. Description of Attached Document Titl e or Type of Document: Document Date: _______ _ Number of Pages: Signer(s) Other Th an Named Above: ____________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: ------------Signer's Name:------------- 0 Corporate Officer -Title(s): ______ _ 0 Corporate Officer - Title(s): ______ _ 0 Partner -0 Limited 0 General 0 Partner -0 Limited 0 General 0 Individual 0 Attorney in Fact 0 Individual 0 Attorney in Fact 0 Trustee 0 Guardian or Conservator 0 Trustee 0 Guardian or Conservator 0 Other:--------------0 Other: ---------------Signer Is Represe nting: _________ _ Signer Is Representing: ________ _ ©2 014 National Notary Associatio n · www.Nati onai Notary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORN IA COUNTY OF On ___ _ before me , ______ , personally appea red _____ _ 0 perso na ll y known to me -OR -0 proved to me on the ba s is of sa ti sfactory evidence to be the person(s) whose names(s) is /are subscribed to the within instrument and acknow ledged to me that he/she/they executed the sa me in hi s/her/their authorized capacity(ies), and th at by his/her/th e ir signature(s) on the instrument the person(s), or the entity upon behalf of which the pe rson(s) ac ted, executed the instrument. WITNESS my hand and official seal. (S IGNATURE OF NOTARY) OPTiONAL Though the data be low is not required by law, it may prove val uable to persons relying on the document and could prevent fraudule nt reattachment of this form CAPACITY CLAIMED BY SIGNER 0 INDIV IDUAL 0 CORPORATE OFFICER 0 0 0 0 0 TITLE(S) PARTNER(S) 0 LIMITED 0 GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER ___________ _ S IGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTlTY(IES)) DESCRIPTION OF ATTACHED DOCUMENT TIT LE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SlGNER(S) OTH ER THAN NAMED ABOVE EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY PARCEL NO . 72861 tstr~cj c 0A~~v~ro\A ~ \ot rs, lV\ ~~ ,, ~~~ o+ -r yt!t--f- litO. tl£1o; 2~ vev VY1Dp ~?Lorded m bcc;k. ;J.D3, paqe~ 13 , ! 4-v-~uJ I <;; 1)--f-Yntlf'S , Th 1Pv_ erff'ru e>f--/Pte Cbltllf ~ YtCtJrdov vf 9Ji{1 Ctttlft(J . SllllDIVISIO\J IMPROVI \11·:-.n t\GRFEMENT EXHIBIT "B" LIST OF PUBLIC IMPROVEMENTS PARCEL NO . 72861 (see the attached) SUBDI V ISION IMPROVEMENT AGRFE/11EN T CITY OF T EMPLE CITY PUBLIC WORKS 40fESS/O"' OFFSITE COST ESTIMATE FOR BO ND PURPOSES ~~\tiG·L~~~ ROAD I MPROVEMENTSFORPARCELMAPITRACT NO. PM NO. 72 f/1" ~ \ ~ ·" 4584e G} m L OCATION 10525 F ree r Street Temple C ity, CA Exp. 12./7 I J/ 6 ~ PREPARED BY EGL Associates. Inc. DATE 06/03/15 CHECKED BY ~ ~~(_~ ~~~'11~ 0FCA\.~ ,. ~ STREET IMPROVEMENTS Item Quantity Unit Cos t Total Cost >$50k Unit Price <$50k Unit Price Pavement As phalt A.C. (2") -Performance Grade $ 0.74 IS .F. $ 1.07 $ - A.C. (3") -Performance Grade $ 1.10 IS .F. $ 1.38 $ - A.C. (4") -Performance Grade 40 $ 1.41 I S .F. $ 1.69 $ 56.40 A.C . (6") -Performance G rade $ 1.89 I S .F. $ 2.30 $ - RBAC-Rubberized Asphalt Conc rete $ 2.82 I S .F. $ 3.66 $ - A.C. (removal) $ 2.25 I S .F. $ 3.14 $ - A.C. (co ldm ill ) $ 0.79 I S .F. $ 1.35 $ - P.C. Concrete Sidewalk (4" Th ick) 250 $ 3 .93 I S .F. $ 4.43 $ 982.50 All ey Intersection (6") $ 4.16 I S .F. $ 4.76 $ - Cross-G utter (8") $ 5.30 /S.F . $ 6 .01 $ - Local Depressio n (3") $ 4.11 /S .F. $ 4.76 $ - Driveway (4") 340 $ 3.39 /S .F. $ 4.32 $ 1,152 .60 Driveway (6" -commer cial) $ 4.16 /S.F . $ 4.7 6 $ - Curb Ramp (with detectable wa rnin g surface) $ 1 ,711.01 Each $ 2,137 .29 $ - Pavement (9") $ 5.74 I S .F. $ 6.45 $ - Grouted R ip Rap (6"-12") $ 9 .01 /S.F. $ 15.19 $ - Grouted R ip Rap (12"-1 9") $ 10 .16 /S .F. $ 17.43 $ - G un ite (3") $ 3 .9 3 I S .F. $ 4.54 $ - Reinforce d Concrete $ 675 .63 /C.Y. $ 765.27 $ - Curb and Gutte r P .C .C. Inverted Shoulder (7-1/2" CF) s 15.86 /L.F. $ 19.68 $ - P.C.C. Curb and 2' Gutter (Type A2-6) $ 14.75 /L.F. $ 18.59 $ - P .C .C. Curb and 2' Gutte r (Type A2-8) 2 $ 15.86 /L.F. $ 19.68 $ 31 .72 P.C .C. Curb and 2' Gutter (Type 81 -6) $ 13.67 /L.F . $ 16 .94 $ - P .C .C. Cu rb and 2' Gutter (Type 82,(3)-6) $ 14.75 /L.F . $ 18.59 $ - P .C .C . Cu rb Type C $ 13.67 /L.F. $ 16.94 $ - A.C . Curb Type D $ 13.67 /L.F. $ 16.94 $ - P .C .C . Alley Gutter $ 13.67 /L.F. $ 16.94 $ - Miscellaneous Items Street Name Signs $ 563.02 Each $ 563 .02 $ - Unclassified Excavation $ 84.73 /C.Y. $ 84 .73 $ - C leari ng & Grubbing $ 84 .73 /C .Y. $ 84 .7 3 $ - Sawcu t 40 $ 2.29 /L.F . $ 2 .85 $ 91 .60 Concrete Removal Non Re in fo rced $ 33 7.80 /C.Y. $ 337.80 $ - Concrete Removal Reinforced 2 $ 563 .02 /C.Y. $ 563.02 $ 1,126.04 Crushed Agg . Ba se (under AC & PCC pavement) 1 $ 56.31 /C.Y. $ 6 7 .78 $ 56 .31 Crushed Agg . Base (under sidewalk, c&g, driveway) 12 $ 56.31 /C.Y. $ 67.78 $ 675.72 C ru shed Agg . Base (removal) $ 47.56 /C.Y. $ 56 .84 $ - 6 Mi l Polyethylene Film Membra ne (30" deep ) $ 11 .48 /L.F. $ 13 .67 $ - Trench Backfill Slurry (270-E-500) 2 s 169.45 /C.Y. $ 229 .58 $ 338 .90 Fees Effective 07/01/20 14 Page 1 of 2 LOCATION 1052 5 Freer S treet, TemQie Cit1:, CA Geotextile fabric $ 3.39 IS .F. $ 4.59 $ Guard Rai l $ 47 .56 /L.F . $ 50 .83 $ Guide Markers s 13.67 Each $ 16.94 s Chain Link Fence (5') $ 16 .9 4 /L.F. $ 22 .52 $ Chain Li nk Fence (6') $ 21 .95 /L.F. $ 30.61 $ Tr ee Removal (Ave. 12" D) $ 484.31 Each $ 585 .98 $ A dju st manh ole $ 439.48 Each $ 518 .19 $ T ree Well and Covers $ 10 1.67 Each $ 112 .60 $ Remove Temporary Turnaround $ 843 .98 Each $ 843 .98 $ Construct Temporary Turnaround $ 1,575 .36 Each $ 1,575 .36 $ Lump Sum (fill in dollar amount) $ Each $ $ Drainage Facilities Curb D rai n Curb Drain , 1 Pipe $ 1,126.04 Each $ 1 '126.04 $ Cu rb Drain, 2 P ipes $ 1,462.76 Each $ 1,462.76 $ Curb Drain, 3 P ipes $ 1,800.57 Each $ 1,800.57 $ Curb-0-Let TCD 312 2 $ 3,000.00 Each $ 3,000.00 $ 6,000 .00 STREET IMPROVEMENT SUBTOTAL (A) $ 10 ,511 .79 GRAND SUBTOTAL (A+B+C+D}=E} $ 10,511 .79 GRAND SUBTOTAL (E) COST < $50,000 (Ye : ' .;·' STREET IMP TRAFFIC CONTR OL PLAN? (Ye No Traffic Control Pla n (5% x E = F) $ Conti ng ency (15% x (E+F) = G) $ 1,576.77 Inflation (12% x (E+F+G) = H) $ 1,450.63 Improve m ent Tota l (E+F+G+H = I} $ 13,539 .19 Inspection (Use Table 2) (J) $ 2,271 .88 Stree t Bond Amount (I+J = K) $ 15,900.00 Roundup to nearest h undred Fees Effective 07/01/2014 Page 2 of 2 EXHIBIT "C" SURETY BONDS AND OTHER SECURITY PARCEL NO. 72861 As evidence of understanding th e provis ions contained in th is Agreement, and of the Dev e loper's inte nt to comply with same, the Deve loper has submitted the below de sc rib ed s ecur ity in the amounts required by thi s Agreement , and ha s affixed the appropriate s ignatures thereto: PERFORMANCE BOND PRINCIPAL AMOUNT: $ 15,900 ~~~------------- Security Deposit for bond purpo se: _$=----:..1.::....5,!.:_9__::_0.::....0 ____________________ __ Cash Deposit Receipt No. 2026000933 Date:6/24/2015 MATERIAL AND LABOR BOND PRINCIPAL AMOUNT: $ 15,900 ~..:..:......:.-=---- Security Deposit fo r bond purpose: $15,900 -------------------------------Cash Deposit Receipt No. 2026000933 Date:6/24/20 15 CASH MONUMENT SECURITY: Amount deposited per Cash Receipt No. $ 0 N/A Date: N/A --=--~--------- SlJFlDI\ l'iiON 1\IPROVl:\!f'NT AGREE\ tENT EXHIBIT "D" LIST OF PARCEL MAP CONDITIONS O F APPROVAL NOT SATISFIED [As Attached] ~UBD I \'ISIO\ 1!\IPROVI 1\H·:-.1 I' AGRFEr-.fENT RESOLUT ION N0.14-2418 PC A RESOLUTION OF THE PLANNING COMMISSION OF T H E CITY OF TEMPLE C ITY APPROV ING TENTATIVE PARCEL MAP NO. 72861 TO ALLOW A FLAG LOT SUBD IVISION AT 10525 FREER STREET SECTION 1 . The Planning Comm iss ion has considered all of the evidence subm itted into the administra ti ve record which in c ludes but is not limited to: 1 . Reports and presentations of project related data and analysis prepared by t h e Community Deve lopment Department; and 2. The Temple City Mun icipa l Code , General Plan , Subdivisio n Map Act and all other applicable regulations and codes ; and 3. Public comment s , both writte n and oral, received or submitted prior to the pu blic h e aring , supportin g or opposing t he applicant's req uest; and 4 . Testimony and comments s ubmitted by th e applicant and representatives in both written and oral form at or prior to the public heari n g; and 5. Al l othe r related documents rec e ived or s ubmitted pri o r to the public hearing . SECTION 2. This reso lu t ion is made w ith refe re nce to the fol lowing prefa cing fa cts as more fully set forth in th e admini strativ e record : 1 . On March 27, 2014 , the applicant s ubm itte d th e application. 2. On Sep tember 15, 2014 , the application was deemed complete . 3 . No t ice of th e O ctober 28 , 2 014 Pl anning Commission public hearing was posted a t th e Counci l Chambers . 4. Notice of the Planning Commission publ ic hearing was pu blished the newspa per least ten (1 0) days prior to th e hea ring . 5. N otice of the October 28, 2014 Planning Commission was ma iled to property owne rs within 300 f eet of t he prop e rty at least ten (10) days prior to the hearing. 6 . Notice of th e public hearing satisfied the not icing require ments set forth in Government Code Se c ti o ns 65090 and 6509 1. 7 . The project site i s z o n e d R-·1, Single Family Resid e ntial. 8 . Th e project site is d esig na ted L ow D e n s i ty Residentia l b y th e G e neral Pla n . 9 . T he appl ica nt is proposing a Fl ag L o t subdivision. Resolution No. 14 -2418 PC TPM 72861 10525 Freer S treet 10 . The project is found to com ply with all appl ic able standards of t he C ity 's Zon ing Code . SECTION 3. For the proposed subdivisi on , the Planning Commission must deny the project if it ca n make any of the follow i ng f indings of Se ct ion 66474 of t he Subdivis ion Map Act: 1. That the proposed map is not consistent with applicable general and specific plans ; Th e proposed map is consistent with the land use designation of the City 's General Plan . Th e property is designated for single family de velopm ents and the proposed map will result into two single fami ly lots, consistent with the General Plan . Therefore such a finding cannot be made for the project. 2. That the design or improvemen t of the proposed subdivision is not consistent with applicable general and specific plans; and The design and improvement of the proposed subdivis ion is consis tent with the General Plan and the Zoning Cod e. Each lot of the proposed subd ivis io n meets the minima l land area as well as th e minimal width requ ire d for the properties in the sa me zone. Fut ure structural improve ments f o r the p rop osed subdivision is required to comp ly wit h all deve lopment standard s of the Zoning Code. Therefore, s uch a finding can not be made for th e project. 3. That the site is not physically suitable for the type of development; and T he site is suitab le for the proposed deve lopment as the site is generally f lat, in a regular shape, and th e land area of each lot is large enough to accommodate a single fami ly residence . Therefore , such a finding cannot be made for the proj ect. 4 . That the site is not physically suitable for the proposed density of development; and The site is physically suitab le for the develo pm ent as the proposed de nsity for the subdivision is four lots per acre , comp ly ing with the maximum of six lots pe r acre density allowed by the General Plan . T he refore , such a fin ding cannot be made for the project. 5. That the design of the subd ivision or the proposed improvements are likely to cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat; and The project site is locat ed in a fu ll y ur ba nized a rea wi th no val ue concern ing the wildlife a nd th ei r habitats. Ba sed on the prelim in ary assessme nt, this projec t is Page 2 of 14 Resolution No. 14-2418 PC TPM 72861 10525 Freer Street found to be exempt from Cal ifornia Enviro nmen ta l Quality Act (CEQA) pu rsua nt to Sectio n 15315 (Mi nor Land Div ision) of the CEQA Gu ideli nes. Therefore, s uch a findi ng ca nn ot be made for the p roject. 6. That the design o f the subdivision or type of improvements is likely to cause serious publ ic health problems ; and ·Th e des ign of t he subdivisio n will not ca use publi c hea lth pro blem s as it has no potential to expose people t o health hazardou s causes. Th erefore , suc h a finding can not be made fo r t he project . 7. That the design of the subdivision o r the type of improvements will conflict wit h easements, acquired by the public at large, for access through or use of, property within the proposed subdivision. In this connection, the governing body may approve a map if it finds that alternate easements, for access or for use, will be provided, and that these will be substantially equiva lent to ones previously acquired by the publ i c. This subsection shall apply only to easements of record o r to easements established by judgment of a court of competent j urisdiction and no authority is hereby granted to a legislative body to determine that the public at large has acquired easements for access through or use of property within the propos ed subdivision. The desig n of the subdivision is requ ir ed to f ully comply wit h all th e conditio ns of the ap prova l as contained here inafter , includ i ng conditions pertai ning t o t he proper use and/or future dedicati on of existing publ ic ease ments . The fina l map review and appr oval is co nting ent on the compl i ance of the proj ect with such condit'ions. Th erefore, such a findi ng cannot be made for t he proj ect. SECTION 4. T his project is fou nd to have no sign ificant effects upon th e env ironment, and is Categorica ll y Exempt from envi ronm ent al review pe r CEQA Guid eli nes, Section 15 315 (M inor Land Divis io ns). SECTION 5. Acc ordingly , the Te ntative Parc el Map No . 72861 is approved, subject to th e fo llowing cond it ions : FINAL MAP REQUIREMENTS 1. Prepa r at ion of the final ma p(s) and plans shall con fo rm to the applicable statutes and req u ir eme nt s: a. St ate Subdivision Map Ac t (SMA ) (Gove rnm ent Code §6641 0-66499.58) Page 3 of 14 Resolution No. 14-2418 PC TPM 72861 10525 Freer Street b. Professional Land Surveyor's Act (B usiness and Professions Code §8700- 8805) c. Pro f essional Engineers' Act (Business and Professions Code §8700-8805) d . Rules of the Board for Professional Engineers and Land Surveyors (Ca lifo rn ia Code of Regulations, Title 16, Division 5 §400-476) 2. The fina l map shall be certi f ied by or prepared under the directio n of a registered civil enginee r li censed befo re J anuary 1, 1982, or by a lice nsed land surveyor and approved by the City prior to being filed with the County Recorder. 3. If signatures of record title inte rests appear on th e final map, submit a preliminary title guara nt ee. A final guara ntee will be required at the time of f iling of the final map with the County Recorder. If said signatures do not appear on the final map, a preliminary t itl e report/guarantee dated within six months shall be submitted that covers the area showing all fee owners and interest owners. The account for this preliminary titl e report/guarantee should remai n open until the final map is filed with the County Recorder. 4. In acco rdanc e with Ca lifo rnia Government Code §66442 and/or §66450, documentation shall be provided indicati ng the mathematica l accuracy and survey ana lysis of th e tract map and the co rrectness of all certificates. A reco rd of survey recorded by the County Recorder s hall be provided. The re co rd of survey inc luding de scriptions of all monume nts, property l ines , and boundaries sha ll be noted on the fina l ma p . 5. Monume ntati on of final map boundaries, street centerlines, and lot boundaries is requi red if th e map is based on a field survey in accordance wit h SMA 66495 an d 66496. 6. If applicable, show and ca ll out all existing general and specific on-site public and p rivate ease ments with na mes of the holders , document numbers and recorded dates. Labe l all easements as "to remain ", "to be relocated" or "to be abandoned". If an easem ent is to be abandoned , ind icate the proposed timing of the abandon me nt. If there are no exist ing on-site publi c and prov ide easements, add the an notati on "No existing on-s ite publ ic and provide easemen ts" on the fina l map. 7 . Easemen t s s hall not be gra nted or reco rded within any area proposed to be dedicate d , offered for ded icat ion , or granted for use as a p ublic street, alley, highway, right of access, b uilding restriction, or other easeme nts until after the final map is approved by the C it y and filed with the County Recorder; unless such easement is subordinated to the proposed ded ication or grant. If easements are granted aft er t he date of tentative approval , a subordination sha ll be executed by the easeme nt holder prior to t he filing of the final tract map . Page 4 of 14 Resolution No . 14-2418 P C TPM 72861 1 0525 Freer Stree t 8 . All public easements or easements of uti l ity companies governed by the Califo rn ia Public Utilit ies Commission that are noted on the final map shall requ ire sub mittal of a util ity le tter (SMA 66436). PLANNING 9. Prior to approva l of the f inal map, the following shall be submitted to and approved by the City of Templ e City unless spec ifically w aived : a . Pub l ic Improvement Estimates and Surety Bond s/Securi ty Depo sit b. Fina l Map c. Landscape and Irrigatio n Plans 10 . The sub division shall be in su bstantia l com pliance with the Tentative Parcel Map No . 72861 date stamped Apri l 16 , 2014 . Future development plans will be required to comply w it h the all app licable zoning standa rds , including the Design Guidelines . 11. A landscape plan shall be reviewed and approved by the Community Development Department prior to the issuance of building permits. 12. The project is required to comply with the City's Low Impact Development Standards. Pla ns must be subm itted and approved by the Comm un ity Developme nt Departme nt prior to the issuance of bu ilding permits . 13 . The Hydro logy/Drainage plan shall be desig ned to minimize the change of the existing grade . T o the minimum, the drainage design for the project shall no t hinder natu ra l sheet flow or cross-lot drainage a nd shall maintain the natural grade along the peri meter walls on th e sides and on th e rear of the project site . 14 . Th e Park Development Fee of $500/unit sha ll be paid to the City of Temple City prior to the issuance of building permits for any new construct ion . 15. The applicanUproperty owner shall maintain t he subject property free of weeds, debris , trash, construction material (s), construction equipment, or any other offensive , unhea lthful and dangerous materia l until the project is completed . If after f ive (5) days notic e by certified ma il, the applicanUproperty owner does not comply w it h the before-men ti oned cri terion, the City Council may either cancel the Tentative Map, Building Permits, etc . and/o r enter the subject property with City forces and remove all subject violations , bi ll the applicant and/or put a lien on the subject property . 16. Duri n g construction , no ise sha ll not exceed the lim its of the City 's noise o rdi na nce. During any demolition and/or construction, noise w ill be cont rol led by li miting work on the s ite to ?·oo a.m. through 6.00 p.m ., Monday through Saturday and by Page 5 of 14 Resolution No. 14-2418 PC TPM 72861 1 0525 Freer Street --------------------;------ requi ring al l t ru cks and motorized equipment to have proper operating mufflers. No co n st ruct ion work shall occu r on Sunday . 17 . At the time of issuance of a building permit , t he subdivider agrees to develop the property in conformance w ith t he subm itted plans, the City code and other appropriate ordinances such as the Building Code , Plumbing Code , Grading Ordinance , High way Permit Ordinance , Mechanical Code , Zoning Ordinance, Undergrounding of Utilities Ordinance, Wate r Ordinance , Sanitary Sewer an d Industrial Waste Ordinance, Electrical Code, an d Fi re Code . BUILDING AND SAFETY 18 . School Developm ental Fees sh all be paid to th e School District prior to the issua nce of t he bu ild in g pe rmit 19. Fees sha ll be paid to the Cou nty of Los Angeles Sanitation District prior to issua nce of the building permit. 20 . Each bui ldi ng shall be addressed separately a nd an application to assign address shall be file d with Building Div ision prior to plan check submittal. 21. In accordan ce with paragraph 5538(b) of the California Business and Professions Code , plans are to be prepare d and stamped by a licensed architect. 22. Structural ca lcu lations prepa red under the directio n of an architect, civil engineer or structural engineer shall be provided . 23 . A geotechnica l and soils in vestigation report is requ ired, the duties of the so il s engineer of record, as indicated on the first sheet of the approved plans, shall include the followin g : a . Observation of clea red a reas and benches prepared to recei ve f ill ; b . Observat ion of the removal of all unsuitable soils and other materials ; c . The approval of soi ls to be used as fill mat erial; d. Inspect ion of compaction and placement of fill; e. The testing of compacted f ills ; and f. The i nspection of review of drainage devices . 24 . The owner shall retain the so i ls engineer preparing the Preliminary Soils and/o r Geotechnica l Investigation accepted by the City for observation of all grad ing, sit e prepa ration , and compaction testing . Observation and testing shall not be performed by anothe r so ils a nd /or geotec hnical engineer unless th e subseque nt so il s and/or geot echn ica l engineer su bm its and has a ccept ed by the Pub lic W orks Departme nt . a new P relim in ary Soi ls and/o r Ge otechn ica l In ves t ig ati on . Page 6 of 14 L__ _____________________________________ ~ ~--------- Resolution No. 14-2418 PC TPM 72861 10525 Freer Street 25. Prior to permit issuance the PDF copy of the soils report sha ll be provided by the applicant. 26. A grading and drainage plan shall be approved prior to issuance of the build ing permit. The grading and dra in age plan sha ll indicate how all storm drainage including contributory drainage from adjacent lots is carried to the public way or drainage structure approved t o receive storm water. 27 . The building permit will not be iss ued until the property has been surveyed and the boundaries marked by a land surveyor licensed by the State of Ca li fornia. 28 . Foundation inspect ion will not be made until the excavation has bee n surveyed and the depth and location of the footings has been determined to be in accordance with th e approved p lans by a land surveyor licensed by the State of Ca lifornia . THIS NOTE IS TO BE PLACED ON THE FO UNDATION PLAN IN A PROMINENT LOCATION. 29. Project sha ll comply with the CaiGree n Residen t ia l requirements. 30 . Demolition permit is require d for any existing bui ldings which are to be demolished. 31. A pa rcel/tract map shall be processed prior to issuance of th e bu ildi ng permit. PUBLIC IMPROVEMENTS ENG I NEER IN G FEES 32 . Prior to issuance of grading, bui lding or other permits as appropriate, the app l icant shall pay a ll necessary fees to the City . 33 .1f a new sewe r line/connection is installed, a fee will be requ ired in addition to the fees paid to the County of Los A ngeles Sanitation Dist rict , and sh all be paid pr ior to building permit issuance. Contact the Uti lities Departm ent for furthe r information . 34. A separate publ ic works permit and payment of fee is requ ired f or all work in th e public rig ht-of-way . OFF-SITE IM PROV EME NTS REQU I RE MENTS I N PUBLIC RIGHT-OF-WAY Separate p lans for improveme nts within the public right-of-way are not required. However, pr ior to issuance of a building and/or grading perm it , all necessary improvements within the pub lic right-of-way sha ll be shown on building or grading pl a ns in accordance with established City standards or as d irected by the City Engineer and /or his/her designee . The followi ng are required fo r off-s it e improvements. T he City Engin ee r may a ccept Page 7 of 14 Resolution No 14-2418 PC TPM 72861 10525 Freer Street payment of in-l ieu fe es i n lie u of the appli c ant completing some or a ll of the off-s ite improvements . 35 .1nstall a new common driveway approach to serve both driveways in accordance w ith Standard Plan for Pub lic Works Con str uction (SPPWC) 110-2 , and as directed by the City Engineer or his/her designee . 36 . Close the existing driveway apron , and instal l necessary improvements (parkway, landscape, sidewalk, cu rb and gutter, any others as appl icable) to match required adjacent sec tions , and as di rected by the City Engineer o r his/her designee . 37 . Remove and replace broken and off grade sidewalk and construct a new concrete sidewalk along the length of t he property frontage in accordance with SPPWC standa rd plan 113-2 , and as directed by the City Engineer or his/her designee . 38 . Underground all serv ices to the property . GENERAL REQUIREMENTS FOR OFF-SITE IMPROVEMENTS: 39. All improvements are to be designed , installed and completed at the sole expense of the applicant/developer/p roperty owner. 40. The applicant/developer/prop erty owner shall design and construct the improveme nts to the satisf act ion and approva l of the City Engineer or his/her des ignee . 41 . All work sha ll be done in accordance with SPPWC, and/or as directed by the City Engineer or his/h e r designee. 42 . Project sha ll meet all requiremen ts of th e Natio nal Pollutant Discharge Elimination System (N PDES) related to po llutants ; runoff or non-stormwater discharges . 43 . All existing damaged or off-g rade curb , gutter and sidewalk sha l l be removed and replaced as directed by the City Engineer or his/her des ignee. 44. Any existi ng improvements damaged or made off-gra de during construction , shal l be removed and replaced in accorda nce with appropriate standards , and as directed by the City Enginee r or his/her designee. 45 . Bench Marks, Center Line Ties, and any other Survey Monumentation , shall be established and/or replaced accordingly at the completion of the project. 46 . New trees shall be o ne of the approved types by the City for trees in public right -of- way, or as dire ct ed by the City Engineer or his/her designee . T rees sha ll be installed in the parkway wit h a lo w drip ir rigation system. Root barriers sha ll be installed . A 48''x48 " stree t tree cover shall be inst alled where requi red by the C it y Page 8 of 14 Reso lution No . 14-2418 PC TPM 7286 1 1 0525 Freer Stre et Engineer or hi s/her designee . 47. Whe n required, existing street pavement shall be re hab il itated a long t he le ngth of th e property fr ontag e to the centerli ne of the street as indicated b elow , and as directed by th e City Eng in e er o r h is/her designee: a. Instal l Type II s lurry on exist ing Asphalt Concrete (AC) pavement , or b . Grind existing paveme nt t o a dept h of 2 " and overlay new AC . o r c . Remove and recons t ruct ex isting pavement. New street section to match existing adj acent street section , but sha ll not be less than 4" AC , 4 " Cement Agg re ga te Base (CAB ) on 95% compacted base . or d . Pay in -l ieu fee for t he requi red rehab to the City. C ity w ill use the in-l ie u fees in the future for street rehabilitations as necessary. 48 . All new driveways shall be according to SPPWC Standard Plan 11 0-2 , Type B or C with the m in imum width esta bl i shed by Plann ing a nd/or Los Angeles County Fire Department. 49. All existi ng noncom p lying driveway aprons sha ll be constructed in acco rdance w ith applicable S PP WC standards . 50 . Top of driveway apron X sha ll be five feet min imum from any trees, power poles, traffic sig nal controllers, electric services or similar improvements in the public right of way. 51 . When req uired, all existing driveway aprons to be closed sha ll be remove d and rep laced w ith necessary improve m ents (pa rkway, landscape, sidewa lk , curb and gutter , any oth ers as appl icable) to match required adjacent sections , and as directed by th e City Engineer or his/her designee . 52 . All existing and proposed uti litie s shall be conveyed to the site und e rground. 53 . New street lights shall match ex ist in g street light st a ndards in th e street b lock, a nd as directed by the C ity Engineer or his/her designee. If re quired by the City, a bo nd shall be provided for required Public Improvements. Bond Cost for the Public Improvements shall be calcu lated based o n latest cost u nit prices adopted by the County of Los Angeles. Page 9 of 14 Resolut ion N o . 14 -2418 PC TPM 72 861 1052 5 F reer Stre et FIRE PROTECTION ACCESS AND WATER SYSTEM 54 . A ll on-site Fire Department vehicular access ro ads shal l be labeled as "Private Drivew ay and Fire Lane" on the site plan a l ong with the widths clearly depicted o n t he plan . Labeling is necessary to assu re the access availab ility for Fire Department use. The designation allows f or appropriate signage prohibiting parking . 55. Fire Department vehicular access roads must be installed a nd maintained in a serviceable manner prior to and during the time of construction (Fire Code 501.4). 56 . All f i re la n es sha l l be clear of all encroachments, and shall be maintained in accordance with the T itle 32, County of Los Angeles Fire Code . 57. The Fire Apparatu s Access Roads and desig nated fire lanes shall be measured from flow line to f low line . 58 . Provide a minimu m unobstructed wid th of 20 feet, exclusive of s h oulders and an unobstructed vertical clea rance "clea r to sky" Fire Department vehicular access to within 1 50 feet of all porti ons of the exte ri or walls of the f irst story of the building, as measured by an approved rou t e around the exterior of the building( Fire Code 503.1.1 & 503 .2.1 ). 59 . Dead-end fire apparatus access roads in excess of 150 feet in length s hall b e provided w ith an approved Fire Department tu rn a ro und . F ire Code 503 .2.5 60 . A minim um five foot w i de approved firefigh t er access wa l kway leading from th e fire depa rtm e nt access roa d to all required openings in the build ing's exteri o r walls sha ll be provided for fire fig hting an d rescue purposes (F i re Code 504 .1 ). 61 . Fire Appa ratus Access Roads shall not be obstructed in any man ner, incl ud in g by the par king of vehicles, or t he use of traffic ca l ming devices, including bu t not limited to, speed bumps or speed humps. The m inimum wid ths and clearances established in Section 503.2.1 shall be maintai ned at all t imes. F ire Code 503 .4 62 . Traffic Ca lm in g Devices , inclu ding but not limited to , spee d b u mps and speed humps, shall be proh ibited unl ess approved by t he fire code o fficial (Fire Code 503.4.1). 6 3. Approve d building a ddre ss numbers , building numbers o r approv ed building ide ntifi c ation s h a ll b e provided an d mainta in e d s o as t o be plain ly vis i b le a nd legible f ro m th e street fr o nt ing th e prope rt y. Th e nu m bers sha ll contrast with th e ir backgrou nd , be Arabic numera ls or alphabet letters, and be a minimum of 4 Page 10 of 14 Res ol ution No. 14-2418 PC TPM 72 861 1052 5 Freer Street inches high with a mi ni mum stroke width of 0 .5 inch (Fire Code 505 .1 ). 64 .AII fire hydrants shall measu re 6 "x 4"x 2-1/2 " brass or bronze, conforming to current Ame rica n Water Work Assoc iat ion (AWWA) standard C503 or approved equa l, and s hall be installed in accordan ce with the County of Los Angeles Fi re Departme nt Regula tion 8 . 65 .AII required Public f i re hydra nt s shall be insta lled , tested and accepted prior to beg inning construction (Fire Code 501.4 ). 66 . The required fire flow for the public f i re hydrants for this project is 1250 gpm at 20 psi residual pressure for 2 hours . One (1) public fire hyd rant flowing simultaneously may be used to ach ieve the required fire flow (Fire Code 507 .3 & Appendix 8105 .1). 67 . The fire flow for the proposed subdivis ion is adequate per the fire flow conducted by the Golden State Wate r Company on July 24, 2014 . 68 .AII f ire hydrants shall meas ure 6"x 4"x 2-1/2" brass or bronze, conforming to current AWWA standard C503 or approved equa l, and shal l be installed 1n accordance with the County of Lo s Angeles Fire Department Regulation 8. 69 . All require d Public fire hydrants shall be installed , tested and accepted prior to beginning construction (Fire Code 501.4). 70 . The required fire flow for the publ ic fire hydrants for this project is 1250 gpm at 20 psi residua l pressure for two hours . One (1) public fire hydrant flowing simultaneo usly may be used to achieve the required fire flow (Fire Code 507 .3 & Appendix 8105 .1 ). 71 . The fire flow for the proposed subdivis ion is adequate per the fire flow conducted by the Golden State Water Company on July 24 , 2014 . SECURITY GATE 72 . When security gates are provided, maintain a minimum access width of 20 feet. The security gate shall be provided with an approved means of emergency operation, and shall be maintained operationa l at all times and replaced or repaired when defective. Ele c tr ic gate operators , where provided, shall be listed in accorda nce with UL 325 . Gates intended for automatic operation shall be designed , co nstructed and installed to comply with the requ irements of ASTM F220 . Gates shall b e of the swinging or s liding type . Construction of gates shall be of materials th at allow manual operation by on e pe rso n (Fire Code 50 3.6 ) 73 All locki ng de v ices shall comp ly with the Co unty of Los A nge le s Fire Departmen t Regulatio n 5, Compliance fo r Installation of Emergency Access Devices. Page 11 of 14 Resolution No. 14-2418 PC TPM 72861 10525 Freer Street 74 .An approved key box , listed in accordance with UL 1037 shall be provided as requ ired by Fi re Code 506 . The locatio n of each key box shall be determ ine d by the Fire Inspector. SPECIAL REQUIREM ENTS 75 . The buildi ng construction plans on each lot shall include a blue-lin e sheet(s) showing each page of this resolution , including al l cond it io ns of approval contained herein. 76 . All existing structures on the subject site shall be removed prior to recordation of the final map. 77 . No building permits shall be issued until the Final Map has been recorded. Demolition perm its for site clearance and grading permits may be issued after T entative Map approval. 78 . There shal l be installed a sepa rate water, gas, and electric meter for each dwelling, as we ll as a sepa rate meter for common irriga t io n, if applicable. 79. Demo lition and Solid Waste Managem ent: a . No construction activi ty waste material of any kind, includ i ng plaster, cement, paint , mud, or any other type of debris or liquid shall be allowed to be disp osed of in th e street or gutter, sto rm dra in or sewe r system . Failu re to co mpl y with this con dition will resu lt in charges be ing filed with the District Atto rn ey (TCMC 3-4A-O through 3-4A-11). All debris sha ll be removed dai ly and dust control meas ures shall be implemented. b . Prior to issuance of a demolitio n and/or grading permit , the pe rmittee/contractor s hall con tact th e California Integrated Waste Management Board (recycling hotli ne 800-553-2962) to obtain an app roved recycler (processor and/or receiver) for demoliti on and cons tru ction waste. c. Prio r to issuance of Ce rt ificate of Occupancy, provide a written report to the Public Works Division showing descripti on and quantity by weight of all co nst ruction and demol iti on debris and method and location of disposal. So li d waste includes asphalt, concre te, brick, sand, earth, wood , p laster, drywa ll , paper, cardboard, wire , plastic, etc. Total quantitie s and general ca tegori es are req uire d for all waste ma teria l, including weight t ickets . d. At the min imum, th e permitte e/co ntractor shall recycle e ach of th e following demolition an d construction waste materials: 1. Asphalt pav in g: 75 % Page12of14 ------------------ Resolut ion No. 14-2418 PC TPM 72861 1 0525 F reer Street 2. Concrete and co n crete masonry un its : 75% 3. Non -lead base painted wood waste (dimensional lu mber and broken crates an d pallets): 50% 4. Meta ls : 60% 5. T oilets : 75% 6. Appli.ances : 75% 7. Copper cable /wire: 50 % 8. Transformers and ba ll asts ': 100% 9. Fl uore scent lamps: 100% 10. Glass: 50% 1 1. Unpainted gyps u m board : 50% e. A minimum of 50% of th e total weig ht of the waste (demolition and const ruction wastes) sha ll be diverted from landfill. 80 . Proof of Tax clearance sha ll be prov ide d at the time of f i nal map review submittal. 81. Prior to issuance of Cert ifica t e of Occupancy, bu i lding add ress numbers shall be approved the City and submi tted to Los Angeles County Fire Department. 82 . Upon sub mi ttal of the map f or review by the C ity, a letter sig ned by both the subdivider and the engineer shall be provided which indicates that t hese individuals agree to subm it f ive (5) blueprints and one sepia mylar of the recorded m ap to the City P ubl ic Works Divisio n. 83. The condi ti ons of approva l co ntained in this Reso l ut ion may be enforced by the Sheriffs Offi ce as well as City staff. Any v iolation of any condition is a misdemeanor and may be processed directly by criminal complai nt. 84 . That this T entative Map sha ll expire 24 months from the date of approval. If the final map is not to be reco rde d p ri or to the expiration date, the subd ivider may ap p ly in writing to the Community Development Director at least forty (40) days before t he expiration dat e for an exte n sion of t ime on the approval of the m ap. The Map may be extended for up to five (5) years from the date of approval, at the discretion of the granting body. SECTION 6. T h e Secretary shall certify to the adoptio n of this Resolu t ion. Ch ai rman Page13of14 [_ Resolu tio n No. 14 -2418 PC TPM 72861 10525 F ree r Street I hereby certify that the foregoing Resolution was adopted by the Planning Commiss ion of the City of Temple City at a regular meeting held on the 28 th of October, 2014 , by the follow ing vote: AYES : NOES: ABSENT: ABSTAIN : Comm issioner-Cordes , Curran , Horton , O'Leary, Leung Commission e r-None Co mm issioner-None Commissioner-None Page14of 14 2 PARCELS 21,289 SO.FT. Attachment 8 SHEET 1 OF 3 SHEETS PARCEL MAP NO. 72861 IN THE CITY OF TEMPLE CITY ·coUNTY OF LOS ANGELE S, STATE OF CALIFORNIA BEING A SUBDIVISION OF LOT 13, IN BLOCK "B" OF TRACT NO. 11290, AS PER MAP RECORDED IN BOO K 203, PACES 13, 14 AND 15 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. MINOR LAND DIVISION FOR TWO RESIDENTI AL PARCELS OWNER'S STATEMENT: 'M: HEitfliY STATE Tl<AT 'M: ARE Tl<E OWNEA OF OR ARE INTtRESTtD IN Tl<E LANDS INClUOED 'M lltH 1l<E SU901\'ISION SHO""' ON Tl<IS WAP 11111<11< Tl<E OI$11NC11VE BOROEA UHES. AHO 'M: CONSDIT TO Tl<E PREI'ARA110N AHO roNC OF SAID WAP AHO SUBOI\'ISIOH. OElCTEJI fREDI, llC. A CALifORNIA UWITtD UAI!IJlY C()jjPAHY (OWNEA) BY: OElCTEJI R£AI. ESTATE OOAP. IT'S WANA CEI! BY:~U~T CATI<AY BAH!<. A A BAHI<IHC CORP •• AS 801E11QARY UNOCR A DEED OF TRIJST RECOROfl) CDIIIDI 10. 2013 AS INSTRIJWENl NO. 201317421H, OFFlOAI. RECORDS NOTAR Y ACKNOWLEDGEMENT A NOTARY PV11UC OR OT>IER OFFlCER C()jjPL£11NG Tl<IS CER11f1CATE \'tRiflES ONlY 1l<E IOEN111Y OF Tl<E 1<01\'IOUAI. WNO SIGNED THE DOO.o.IENT TO WNIQ< Tl<IS CER11f1CATE 1$ ATTAQ<ED . AND NOT Tl<E TR\JntfUUIESS. ACCURACY, OR VAUOITY OF THAT OOOJI,(ENT. STATE OF CAUfOR .. A ) COUNTY OF 1M ~~ ) ON .,(~/~ole:" BUORE W E.~ Phi§ ( Ml AI~ flM,~ PERSONAllY APPEARED C/,!!!Xr Hu= 1111<0 PRO\'EO TO WE ON ntE BASIS OF SA11SfAC E'>10(NCE TO 8E lliE PERSON($) IIII<OSE NAWE(S) IS/ARE SUBSCRIBED TO ntE ..,lliiN INST!tUWENT AND ACKNOV.U:OCEO TO WE n!AT HE/SHE/THEY EXECUTED lliE SAlol[ IN HIS/NEA/Tl<OR AUTHORIZED CAI'AOTY(IES). AND lliAT BY HIS/NER/lliDR SIGNATVRE(S) ON 11iE INSTRUWENT, 11iE \:S:Wu~i"E EN11TY UPON 8EHA1F OF WNICH lHE PDISON(S) ACTtD, EXECUTED I CERT1F'Y I.JNOEA PENAlTY OF PDI..URY UNDER lliE LAWS OF 11iE STATE OF CAUfORHIA lliAT lliE fOREGOING PARAGRAPH IS TRIJE AND CORRECT. 'tflllloi ($S WY HAHO. A NO TARY PU8UC OR OlliER OFFlCER COWPLETING THIS CER11F1CATE ~lfiES ONlY THE IOEN11TY OF 1l<E INOI\'IOUAI. WNO SIGNED 11iE OOCUUENT TO WNICH lliiS CER11f1CATE IS ATTAQ<ED, AND NOT lliE TRUlliFVIJ<ESS. ACOJRACY. OR VAUOITY OF lliAT OOOJI,(ENT. STATE OF CAUrORNIA COUNTY OF lilt '\fl\lt ON !\1~ ~. a \} POISON Ally N>Pt:AREO r.l/.ie <h<l\q !1\1 1.!1!\4 cl\Oi WNO PR0\'£0 TO WE ON 11iE BASIS OF SA11SfACTORY E\'IOENCE TO BE lliE PERSON($) WNOSE HAWE(S) 19/ARE SUBSCRIBED TO Tl<E ..,THIN INST!tUWENT AND ACKNOV.U:OCEO TO WE n!AT HE,'eHE/lliEY EXECUTED THE SAW[ IN ~/lliEIR AUTHORIZED CAPAOTY(IES), AHD ntAT BY ~/lliDR SIGNATURE($) ON lliE IHSTRIJWENT, THE ~S:Wuw~i"E EN11TY UPON BEHA1F Of WNIQ< THE PERSON($) ACTED, EXECUTED I CERllfY UNIOER PENAlTY Of PER..URY UNOER lliE LAWS(/ 11iE STATE Of CAUfORNIA lliAT 1HE fOREGOING PARACRAPH IS TRIJE AND CORRECT. 'MTNESS WY HAND. SIGNATURE OMISSIONS NOTE' lliE SIGNATVRES Of 11iE PAR11ES HAWED HEREINAFTER ~$ OWNERS Of THE INltRtST SET FORni. HA\'E BED< OWITTEO UNOER THE PRO\'ISKlHS OF SECTIOH 11431 (a) (3) ~'tr~ IN~ •SU::"=: Sl~l·rv~s ~ .:f:~ ~ruJHCJcl[ ACEHCY. Tl<E SOUTHERN CALIFORNIA EDISON COWPANY, A OOAPORATIOH H<ll.OER OF AN EASOIENT fOR IUCT!tiC UHE PURPOSES. BY DEED RECORIOED OCTOBER 24, liM AS INSTRIJWENT No. 2171 OF OffiOAI. RECORDS. RECORDS Of SAID COUNTY. SURVEYOR'S STATEMENJ- llils liN' WAS PREPARED BY WE OR UHOEA WY OIREC110N AND IS BASIEO UPON A TRIJE AND COWPL£TE fiElD SURVEY PERrORIAEO BY WE OR UNDER WY OIM:CllON IN OCTOBEA, 2013, IN CONFORWANCE 'MTH THE REQI.JIREijEHT'S OF THE SU901\'ISION WAP 4CT AHO LOCAl. ORDINANCE AT lliE REOUEST OF DEXTER fREDI. llC ON OCT08ER 4, 2013. I HEREBY STATE THAT THIS PARCEl. WAP SUBSTAN11AllY COHFORIAS TO THE APPROVED OR CONOillONAllY N'PROVED TEHTA11\'E WAP, If AN Y: THAT All lli£ WOH\NENT'S ARE Of 1HE Q<ARACTER AHO oct::»PY lliE POSillON$ INDICATED; 11i4T SAID WOHUNENT'S ARE SUffiOENT TO EHAIIU THE SUR\'EY TO 8E RET!tACEO; AND TH AT liE NOTES FOR All CENTERUNE WOHUWEN T'S AHO All CENTtRUHE liE WOH\JI.IENT'S NOTED AS "SET" ARE ON fU IN lliE OffiCE Of THE OTY EHQHEER. BASIS Of BEARINGS· 11iE BEARIIICS SHOWN HEREON ARE BASIEO ON THE BEAR111C H80'0J'~"E Of THE CENTERLINE OF fREER STREET (FORWERL Y KNOWN 45 BLACkLEY STREET) AS SHO""' ON 11iE WAP Of TRACT NO. 112QO RECORIOED IN 8()()1( 203, PACES 13, 14 AND 15. OF WAPS. RECORDS fS SAtO COUNTY. CITY ENGINEER 'S CERTIFICATE- I HEREBY CERllfY lliAT I HA\'E EXAWIHED THIS WAP; lliAT IT CONfORIAS SU8STAN11AllY TO THE TEHTA11\'E NN' AN D All APPR0\'£0 AI.TERATIOHS lliEREOf': THAT All PRO\'ISIONS OF THE SU901\'ISION WAP ACT AND SU901'JISION ORO!HAHCES Of THE OTY Of TEWPL£ OTY APPUCABL£ AT lliE 11WE Of APPROVAl. OF lliE TENTA11\'E WN' HA'JE BEEN COWPUED 'MTH: AND lliAT I AW SA11Sf1EO THA T lHIS WAP IS TEQ<NICAll Y CORRECT. OA-.o 8. RAalHo "'o"'A TE=--- ON 8EHA1F OF lliE OTY EHQHEER LS 5173 EXI'IRE$:8/30/2015 SPECIAL ASSESSMENtS CERTIFICATE- I HEREBY CERllfY THAT All SP!:OAI. ASSESSWEHT'S I.£\IED UIIOEA lliE .AJRISOICTIOH OF Tl£ OTY Of TE1o1PLE OTY TO 'IHCH THE LAND IHCWOED IN THE 'MTHIN SUBOI\OSION OR ANY PART THIEAEOf IS SUU:CT. AHO WNIOi WAY 8E PNO IN FUU.. HA'JE BEEN PAID IN FUU.. ofY tREASURER -ofY Of' TtiiPCE a fY "'oA"'TE;;:--- CITY CLERK 'S CERTIElCATE: I HEREBY CERT1F'Y THAT THE OTY COUHCl. OF lli( OTY Of TEWPL£ OTY BY WOTIOH PASSED ON APPRO\'EO THE ATTACHED WN'. OTY OLRK -OTY Of TEWPL£ OTY DATE I HEREBY CERllfY lliAT SECURITY IN 11iE AWOUNT Of I HAS BEEN F1L.ED 'MTN THE EXECU11\'E OFFlCER, BOARD OF SUPER\'ISORS OF THE COUNTY Of LOS ANCIUS AS SECURITY FOR lliE PAYWENT Of TAXES AND SPEOAI. ASSESSIIEHT'S COllECTED AS TAXES ON THE LAND SHO""' ON WAP OF PARCEl. WN' NO. 72811 45 REOUIREO BY LAW. EXECUn\'E OFFlCER, BOARD Of SUPER\'ISORS OF THE COUHlY Of LOS ANCIUS, STATE Of CALf'ORHIA 8Y: _____ ~~~TY~------ DATE I HEREBY CERT1F'Y THAT AU. CERllflCATES HA\'IE BEEN n..E0 AND OE!'OSITS HA'JE BED< WADE THAT ARE REOUIIIED UNIOER 11iE PI!0\1SIONS OF SECTIOHS Jle 4Q2 AHO fi4Q3 OF 11iE SU901\'ISION WN' ACT. EXECU11\'E OFFlCER. BOARD Of SUPER\ISORS OF THE COUNTY Of lOS AHGE1£S. STATE OF CALEORHIA BY:---~OEPU~"'TY~------DATE @ 10' lOD£ EASOIENT 01' SOOTHERN CAlifORNIA EDfSON COWPANY fOR EL£CTRIC l..tiE f'URP()5£S RECORDED ~~~~ AS IN ST. NO. 2078, O.R. ® 20' lOOC PIIIVAIE 0111\'[WAY AND F1A£ lANE Vlllli TURH-AROUNO. l:l c: ~ ~ " 2 " ~ ~ i !!! 6 .. ~ z 0 () ::0 0 r; c z z -f 0 -< 0 0 ;; "TJ z Ul S:t 6 UlfTI z "T) )>() z - 0 C>-i ::0 [TI-< f;;o -i :E _(f)"TJ 0 UlM ::0 -~~ fTI )>"0 Ul _,, 6 fTifTI fTI z oo :::! "TJ --f )> o -< .-)> "0 .- )> ::;; ::0 0 ::0 () ~ fTI .-)> Ul oc ~ ~!ll! l! z'::. •!il 2 P!!! ~ .. ~ ::::~ ~~a ~ i!ia !1~ Ill ~ .. ~~~; ~~ ~-., .. 'II ~ " } · ~Yo ~t;~ ~ ~~ '"2 -.. ~;~Vi Y"sa ~"'~ .. il 0 "' .. lil~~ ;g !:l -<" .j>. o_ 1J )> :c 0 m r- 3: )> 1J z 0 I • ~ t I 1\) I I Q) en ....... I !lJ~ J Ul 5~ I t~i:f fTI fTI !!!;! -f a .. N ~~ 0 "T) r :l~ "' .. .. "~ Ul ~~ I fTI fTI ~ -f I Ul PARCEL MAP NO. 72861 IN THE CITY OF TEMPLE CI TY COUNT Y OF LOS ANGE LES, STATE OF CALIFORNIA MINOR LAND DIVISION FOR TWO RESIDENTIA L PARCELS CURVE C1 C2 C3 C4 C5 C6 C7 C8 C9 C10 LINE AND CURVE TABLES ( ) INO<CATES REC<lf!O DATA PElt TRACT NO. 11290, ~.B. 20J-1J-1~ CURVE TABLE RAD IUS LEN GTH DELTA 15.00' 23.56' (23.56' 89'59'13" (90'00'00" 15.00' 23.49' 23.48' 89'4 2'41" 89'41'45" 270.00' 59.58' 59 .66' 12'38'35" 12'39'35" 330.00' 57.82' 57 .85' 10 '02'20" 10 '02'40" 15 .00' 22.96' 22.95' 87'40 '55" 87'40'45" 15.00' 23.57' 23.56' 90'00'49" ( 90'00'49" 270.00' 35.90' 35.95' 07'37'05" 07'37'40") 270.00' 23.68' 23.71 ' 0 5 '01'30" (05'01'55") 300.00 66.20 66 .29 12'38'35 (12'39 35 ') 300.00' 65.70' 65.77' 12 '32'53". (12'33' 40"l LINE TABLE LIN E LENGTH BE AR ING L1 14.14' N35'02' 49 "E L2 20.00' N80'02'49"E L3 20.00' N09'57'11"W L 4 14.14' N5 4 '5 7'11"W L5 15 .00' N09'57'11"W SHEET 3 OF 3 SHEETS DEXTER CORPORATION Corporate R eso lution The undersign ed , being all the directors of Dexter Real Estate Development Corp ., a California corporation (the "Corporation"), by their signature below or on a counterpart he reof, hereby ad opt the fo llowing r esolutions on behalf of this Corporati on, pursuant to the California Corporatio ns Code On October 21,20 14 At 2:00 PM A t 255 E . Santa Clara Street, Suite 220, Arcadi a, CA 9 1006 locati on R eso lv ed : That Charles Hu ang, President, Treasurer, and Secretary of Dexter Real Estate Development Corp. is empowered and a uth orized to execute contracts on behalf of the Corporatio n . Charles Huang, D irector Shawn Chou, Director Date I / T he Secretary of the Corporation, cert ifies th at the above is a true and correct copy o f the resolution that was duly a dopted at a meeting of the dated meeting of the board of directors. Sign~reV C harl es Huan g Printed name of Secretary 255 E. Sa nta Clara Street, Suite #220 • Arcadia, California 9 1006 T: 626.445.4500 • F: 626.445.4511 • www.dexte rd e v.com OPERATING AGREEMENT FOR DEXTER FREER, LLC A CALIFORNIA LIMITED LIABILITY COMPANY .f/1 This Operating Agreement ("Agreement") is made as of October~ 2013, by and among the parties listed on the signature page hereof (coll ectively referred to as the "Members" or individually as a "Member"), with reference to the following facts: A. The Members have filed Articles of Organization (the "Articles") for Dexter Freer, LLC (the "Company"), a limited liability company under the laws of the State of California, with the Cali fomia Secretary of State. B. The Members desire to adopt and approve an operating agreement for the Company under the Beverly-Killea Limited Liability Company Act (the "Act"). NOW, THEREFORE, the Members by this Agreement set fort h the operating agreement for the Company upon the terms and subject to the conditions of this Agreement. ARTICLE! ORGANIZATIONAL MATTERS 1.1 Name. The name of the Company shall be "Dexter Freer, LLC.'' The Company may conduct business w1 d cr that name or a ny other name approved by the Members. 1.2 Term. The t erm of the Company commenced as of the date of the filing of the Articles and, unless sooner terminated under Section 9.1, shall terminate on December 31 , 2077. 1.3 Office and Agent. The Company shall continuous ly maintain an office and registered agent in the State of Ca lifornia as required by the Act. The principal office of the Company s hall be located at 255 E . Santa Clara Street, Suite 220, Arcadia, CA 9 1006 or such location as the Members or Manager may determine. The initial registered agent for service of process shall be Charles Huang. 1.4 Business of the Company . Notwithstanding the purpose of the Company which is described in the Articles, the Company shall not engage in any business other than the foll owin g w ithout the consent of the Members ho ldin g a Maj o rity of the Membership Interest in the Company, the purchase, development or sa le of any real estate currently owned or to be acquired by the Company. ARTICLE II CAPITAL CONTRIBUTION 2.1 Capital Contribut ion . Dexter Real Estate Development Corp., Sanyao International , Inc ., Environmental Geotech Lab, Inc ., Retirement Trust, James Kuo, Jennifer Jeo, Robert Ho , Shirley Pan and Ching Ping Wu are the initial members of the Company shall make contributions in the amowlts set forth in Exhibit "A" of this Agreement. Except as provided in this Agreement, no Member may withdraw his, her or its capital contribution. 2.2 Additional Capital Contributions. The Members shall contribute additional capital to the Company in such amounts and at such times as the Manager shall determine that additional capital is required. The Members shall contribute such additional capital in proportion to their respective Membership Interest in the Company as set forth in Exhibit A. Upon such determination of an additional capital call, the Manager shall give written notice to each Member. Each Member shall have fourteen (14) days from the date such notice is given to contribute his or her share of the additional capital to the Company. Each Member shall receive a credit to his or her Capital Account in the amount of any additional capital which he or she contributes to the Company. 2.3 Failure to Tender Additional Capital. In the event a member is unable or unwilling to tender the amount required in the additional capital call (the "Non-Tendering Member"), the following shall occur (i) the Manager (i f the Manager is an existing member of the Company) shall have the first right to tender the entire amount of the Non-Tendering Member's additional capital call amoun t or (u) thereafter if the Manager elects not to tender the entire Non-Tendering Member's capital call, the remaining members (including the Manager) shall contribute the amount of additional capital that the Non-Tendering Member was required to tender in a pro-rata share equal to their Membership Interest in Company. Thereafter each Member's capital account shall be adjusted, in wh ic h event each Member's Membersh ip Interest in the Company shall be equal to a fraction, the numerator of which represents the aggregate a mount of such Member's Capital Contributions and the denominator of which represents the s um of all Members' Capital Contributions. The resulting recalculation of the capital accou nt shall result in the Non-Tendering Member's Membership Interest in the Company being reduced along with a reduction in the percentage of Profits the Non- Tendering Member is entitled to receive from any distributions from the Company. 2.4 Capital Accounts. The Company shall establish an individual capital account ("Capita l Accoun t") for each Member. The Company shall determine and maintain each Capital Account in accordance with Treasury Regulations Section 1.704-1 (b)(2)(iv). Upon a valid transfer of a Member's interest in the Company ("Membership Interest") in accordance with Article VI, such Member's Capital Account shall carry over to the new owner. 2.5 No Interest. The Company shall not pay any interest on capital contributions. ARTICLE Ill MEMBERS 3.1 Admission of Additional Members . Additional Members may be admitted with the approval with unanimous consent of the Membership Interest. Add itional Members will participate in the management, "Net Profits", "Net Losses" (as such terms are defined in Section 5.1), and distributions of the Company on such tenns as are determined by the Members. 3.2 Withdrawals or Resignations. Any Member who is under an obligation to render services to the Company may w ithdraw or resign as a Member at any time upon 120 days pxior written notice to the Company, without prejudice to the rights, if any, of the Company or the other Members under any contract to which the withdrawing Member is a party. In the event of such withdrawal, such Member's Membership Interest shall be terminated, such Member shall thereafter only have the rights of a transferee as described in Section 6.3 and such Membership Interest shall be subject to purchase and sale as provided in Section 7.2. No other Member may withdraw, retire or resign from the Company. 3.3 Payments to Memqers. Except as specified in this Agreement or pursuant to a transaction permitted by Section 4.6, no Member or person or entity controlled by, controlling or under common control with the Member (each such person or entity is defined as an "Affiliate"), is entitled to remuneration for services rendered or goods provided to the Company. However, the Company shall reimburse the Members and their Affil iates for organizational expenses (including, without limitation, legal and accounting fees and costs) incurred to form the Company, prepare the Articles and tl1is Agreement and, as approved by the Members, for the actual cost of goods and materials used by the Company. ARTICLE IV MANAGEMENT AND CONTROL OF THE COMPANY 4.1 Management and Powers. In entering into this Agreement, the Members tmanimously appoint Dexter Real Estate Development Corp., as Manager of the Company. Unless otherwise limited by the Articles or this Agreement, the Manager shall have full, complete and exclusive authority , power, and discretion to manage and control the business, property and affairs of th e Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company's business, property and affairs. 4.2 Member Approval. No annual or regular meetings of the Members are requ ired to be held. However, if such meetings are held, such meetings shall be noticed, held and conducted pursuant to the Act. In any instance in which the approval of the Members is required under this Agreement, such approval may be obtained in any manner permitted by the Act. Unless otherwise provided in this Agreement, approval of the Members shall mean the approval of Members who hold a Majority Membership Interest of the Company. 4.3 Devotion of Time. Each Member shall devote whatever time or effort as he or she deems appropriate for the furtherance of the Company's business. 4.4 Competing Activities. The Members and their Affiliates may engage or invest in any activity, including without limitation those that might be in direct or indirect competition with the Company. Neither the Company nor any Member shall have any right in or to such other activities or to the income or proceeds derived therefrom . No Member shall be obligated to present any investment opportunity to the Company, even ifthe opportunity is of the 3 character that, if presented to the Company, could be taken by the Company. Each Member shall have the right to hold any investment opportunity for his or her own account or to recommend such opportunity to persons other than the Company. The Members acknow ledge that certain Members and their Affiliates own and/or manage other businesses, including businesses that may compete with the Company and for the Members' time . Each Member hereby wai ves any and all rights and cla im s which he or she may otherwise have agai nst the other Members and their Affiliates as a result of any of suc h act ivitie s. 4.5 Transactions between the Comoanv and the Members. Notwithstanding that it may constitute a conflict of interest, the Members and their Affiliates may engage in any tran saction with the Company so long as such transaction is not expressly prohibited by this Agreement and so long as the terms and conditions of such transaction, on an overall basis, are fair and reasonab le to the Company and are at least as favorable to the Company as those that are generally available from perso ns capable of similarly performing them or if Members holding a Majority Membership Interests held by the Members approve the transaction in writing. 4.6 Compensatio n to Dexter Real Estate Development Co rp. As compensation for servi ces provided to the Company by Dexter Real Estate Development Corp . ("DREDC"), DREDC shall be entit led to th e following percentages of any remaining profits held by the Company following the di stribution ofNet Profits to the Members in an amount equal to the amount of each Member's capital contribution to the Company. All di str ibutable proceeds held by the Company following the retum of each Member 's capital contribution shall be herein defined as the "Residual Net Profi t". The Residual Net Profit shall be distributed as follows : a. The first tranch e of Residual Net Profits, equa l to 50% of the total capital contribut ion of the Members, shall be alloca ted 30% to DREDC and 70% to the Members (tranche 1); b. The second tranche of Residual Net Profits, equal to 51% to 100% of the total capita l contribution of the Members, shall be allocated 40% to DREDC and 60% to the Members (tranche 2); c. The third tranche ofResidual Net Profits, equal to 101% or greater ofthe total capital contribution of the Members, shall be allocated 50% to DREDC and 50% to the Members (tranche 3). For illustrat ive purpo ses, if the Members of the Company contribu ted an aggregate sum of the One Mi ll ion Dollars ($1,000,000) to the Company, and following the completion and sale of the assets ofthe Company, the Company held Two Million Five Hundred Thousand Dollars ($2,500,000) of distributable proceeds, following payment of all debts and reserve set- asides, the $2,5000,000 would be distributed in the following priority : I. The first $1,000,000 would be distributed to the Membe rs as a return of the Member's capital contribution to the Company, leaving a balance of $1,500,000 to distribute ; 4 2. The next $500,000 would be distributed 30% to DREDC ($150 ,000) and 70% distributed to the M embers ($350,000) (tranche 1 ); 3. The next $500,000 would distributed 40% to DREDC ($200,000) and 60% di stributed to the Members ($300,000) (tranche 2); 4. The final $500,000 would be distributed 50% to DREDC ($250,000) and 50% distributed to the Members ($25 0,000) (tranche 3). The above fees earned by Dexter Real Estate Development Corp. s hall be in addition to any distributions mad e to Dexter Real Estate Development Corp ., DREDC is also a Member of the Company. 4. 7 Loan Guarantee Fees. If any lender requires Charles Huang to personally guarantee repayment of any loan to the company, Charles Huang shall be entitled to a fee(s) equal t o four percent (4.0%) for each loan obtained by the Company, including but not limited to land draw, construction loans and permanent loans, in which Charles Huang is required to execute a personal guaranty to secure repayment of such loans to third party lenders (the "Loan Guaranty Fees"). The Loan Guaranty Fees shall be payable to "CERK Asset Management Inc .", or to such other entity as designated by Charles Huang, at the time such loans are funded. Payment of the Loan Guaranty Fees shall be paid from the funds in the Company account. In the event such funds are not avai lable, the Loan Guaranty Fee shall be payable to CERK Asset Management, Inc. prior to the distribution of profits to the Members of the Company . 4.8 Reimbursement of Third Party Expenses. Dexter Real Estate Development Corp. shall also be entitled to reimbursement for direct expenses paid to its staff for work allocable di rec tly to matters related to th e Company including but not limited to bookkeeping fees, construction documentation, constructi on disbursement monitoring matters and correspondences to the Members. ARTICLE V ALLOCATIONS OF NET PROFITS AND NET LOSSES AND DISTRIBUTIONS 5.1 Definitions. When used in this Agreement, the following terms shall have the meanings set forth below: "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, the provisions of succeeding law, and to the extent applicable, the Treasury Regulations. "Company Minimum Gain" shall have the meaning ascribed to the term "Partnership Minimum Gain" in the Treasury Regulations Section 1.704-2(d). "Majority Membership Interest" shall mean Members holding an agg regate of more than fifty percent (50%) ofthe Membership Interest in the Company as set forth in Exhibit A, as amended from time to time. 5 "Member Nonrecourse Debt " shall have the meaning ascribed to the term "Partner Nonreco urse D eb t" in Treasury Regulations Section 1.704-2(b)(4). ''Mem ber Nonrecourse Deductions" s hall mean items of Company loss, deduction , or Code Section 705(a)(2)(B) expenditures which are attribu table to Member Nonrecourse Debt. "Net Profits" and "Net Losses" shall mean the income, gain, loss, deductions, and credits of the Company in the aggregate or separately stated, as appropriate, determined in accordance wi th the method of accounting at the close of each fiscal year employed on the Company's information tax return filed for federal income tax purposes. "Nonrecour se Liabi li ty" shall have the meaning set forth in Treasury Regulations Section 1.752-1 (a)(2). "Treasury Regulations" shall mean the fmal or temporary regulations that have been issued by the U.S. Department ofTreasury pursuant to its authority under the Code, and any successor regul ations. 5.2 A ll ocations of Net Profit and Net Loss. A. Net Loss. Net Loss shall be allocated to the Members in proportion to their Membersh ip Interest. Notwithstanding the previous sentence, loss a llocati ons to a Member shall be made only to the extent that such loss allocations will not create a deficit Capital Account ba lance for that Member in excess of an amount, if any, equal to such Member's share of Company Minimum Gain th a t would be realized on a foreclosure of the Company's property . Any loss not allocated to a Member because ofthe foregoing provision shall be allocated to the other Members (to the extent the other Members arc not limited in respect of the allocation of losses under this Section 5.2A). Any loss reall ocated under this Section 5.2A shaU be taken into accoun t in computing subsequent allocations of income and losses pursuant to this Article Y, so that the net amount of any item so allocated and the income and losses allocated t o each Member pursuant to thi s Article V, t o the extent possible, shall be equal to the net amount that would have been allocated to each such Member pursuant to this Article V if no reallocation of lo sses had occurred under this Section 5.2A. B. Net Profit. Net Profit shall be allocated to the Members in proportion to their Membership Interests until such time each Member receives a distribution ofNet Profits in an amount equal to their capital account. Thereafler any r emaining Net Profits shall be distribut ed in accordance to Section 4.5 above . 5 .3 Special Allocations. Notwiths tanding Secti on 5.2, A. Minimum Gain Chargeback. If there is a net decrease in Company Minimum Gain during any fiscal year, each Member shall be specially allocated items of Company income and gain for such fi scal year (and, if necessary, in subsequent fiscal years) in an amount equal to the portjon of such Member's share of the net decrease in Company 6 Minimum Gain that is allocable to the disposition of Company property subject to a Nonrecourse Liability, which share of such net decrease shall be determined in accordance with Treasury Regulations Section 1.704-2(g)(2). Allocations pursuant to this Section 5.3A shall be made in proportion to the amounts required to be allocated to each Member under this Section 5.3A. The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(t). This Section 5 .3 A is intended to comply with the minimum gain chargeback requirement contained in Treasury Regulations Section 1.704-2(f) and shall be interpreted consistentl y therewith. B. Charge back of Minimum Gain Attributable to Member Nonrecourse Debt. I f there is a net decrease in Company Minimum Gain attributable to a Member Nonrecourse Debt, during any fiscal year, each member who has a share of the Company Minimum Gain attributable to such Member Nonrecourse Debt (which share shall be determined in accordance with Treasury Regulations Section 1. 704-2(i)(5)) shall be specially allocated items of Company income and gain for such fiscal year (and, if necessary, in subsequent fiscal years) in an amount equal to that portion of such Member's share of the net decrease in Company Minimum Gain attributable to such Member Nonrecourse Debt that is allocable to the disposition of Company property subject to such Member Nonrecourse Debt (which share of such net decrease shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(S)). Allocations pursuant to this Section 5.38 shall be made in proportion to the amounts required to be allocated to each Member under this Section 5.3B . The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(4). This Section 5 .3B is intended to comply with the minimum gain chargeback requirement contained in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. C. Nonrecourse Deductions. Any nonrecourse deductions (as defined in Treasury Regulations Section 1. 704-2(b )( 1)) for any fiscal year or other period shall be specially allocated to the Members in proportion to their Membership Interests. D . Member Nonrecourse Deductions. Those items of Company loss, deduction, or Code Section 705(a)(2)(B) expenditures which are attributable to Member Nonrecourse Debt for any fiscal year or other period shall be specially allocated to the Member who bears the economjc risk of loss \.vith respect to the Member Nonrecourse Debt to which such items are attr ibutable in accordance with Treasury Regulations Section 1.704-2(i). E. Qualified Income Offset. If a Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704- J(b)(2)(ii)(d)(4), (5) or (6), or any other event creates a deficit balance in such Member's Capital Account in excess of such Member's share of Company Minimum Gain, items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate such excess deficit balance as quickly as possible. Any special allocations of items of income and gain pursuant to this Section 5.3E shall be taken into account in computing subsequent allocations of income and gain pursuant to this A11icle V so that the net amount of any item so allocated and the income, gain, and losses allocated to each Member pursuant to this Section 5.3E to the extent possible, shall be equal to the net amount that would have been allocated to each such Member pursuant to the provisions of thi s Article V if such unexpected adjustments, allocation s, or distribu tions had not occurred. 7 5.4 Code Section 704(c) Allocations. Notwithstanding any other provision in this Article V, in accordance with Code Section 704(c) and the Treasury Regulations promulgated thereunder, income, gain, loss, and deduction with respect to any property contri buted to the capital of the Company shall, sole ly fo r tax purposes, be allocated among the Members so as to take ac cou nt o f any variation be t ween the adjus ted basis of such pro perty to th e Company for federal income tax purposes and its fa ir mark et va lu e o n the date of contribution. Allocations pursuant to thi s Sec tion 5.4 are solely for purposes of federal , state and local taxes. A s s uch, they shall not affect or in any way be taken into account in computing a Member's Capital Account or share of profits, losses, or o ther item s of distributions purs uant to any pr ovis ion of this Agreement. 5.5 Di stribution of Assets by th e Company. Subject to applicable law and any limitat ions contained e lsewhere in this Agreement, M embers hol ding a Majority M embersrup Interests may elect from tim e to time to cause the Company to make dis tributions. Dis tributions sh all be first to th e Members in proportion to their unreturned capita l contributions until each Member has recovered his or her capital contributions, and then to the Members in proportion to the ir Membership Interests subject to payments set forth in Section 4 .6. ARTI CLE VI TRANSFER AND ASS I GNMENT OF INTERESTS 6. I Transfer and Assignmen t of Inte rests. No Member shall be entitled to transfer, ass ign, convey , sell , encumber or in any way a lienate all or any part o f his or her Membership Interest (collectively, "tran sfer") except wi th the prior approval of Members holding a Majority Members hip Inte res t in the Company, which approval m ay be given or withheld in the so le d isc retion of the Members. 6 .2 Substi tu tion of Members. A transferee of a Membership Interest shall have the right to become a substitute Member only if (i) consen t of the Members is given in accordance with Section 6 .1, (ii ) such person executes an instrument satisfactory to th e Members accepting and ado pting the terms an d provis ion s of thi s Agreement, a nd (iii) such person pays any reasonable expenses in connecti on with hi s or her ad miss ion as a new Member. The admiss ion of a s ubs titut e Member s hall not re lease the Member who assign ed the Membership Interest fro m any li ability that such Member may have to the Company. 6.3 Transfers in Vio lation of th is Agreement and Transfers of Partial Membership Int erests. Upon a transfer in vio la tion of this Article VI, th e transfe ree shall h ave no r ight to vo te or participate in the management of th e Compan y or t o exercise any ri g ht s of a Member. Such transferee s ha ll only be entitled to receive the s hare of the Company's Net Profits, Net Losses and di s tributio ns of the Company's assets to which the trans feror wo uld othe rwi se be enti tled. Notwithstanding the immediately preced in g sentences, if, in the determination of the re maining Members, a tran sfer in violation of thi s Arti cle VI would cause the termination of the Company unde r the Code, in th e sole discre ti on of the re maining Members, the tr a nsfer s hall be null and void . 8 ARTICLE VII CONSEQUENCES OF DISSOLUTION EVENTS AND TERMINATION OF MEMBERSfllP INTEREST 7 .1 Dissolution Event. Upon the occurrence of the death, withdrawal, resignation, retirement , insanity, bankruptcy or dissolution of any Member ("Dissolution Event"), the Company shall dissolve unless all of the remaining Members ("Remaining Members") consent within ninety (90) day s of the Dissolution Event to the continuation of the business of the Company . If the Remaining Members so consent, the Company and/or the Remaining Members shall have the right to purchase, and if such right is exercised, the Member (or his or her le gal represen tative) whose actions or co nduct resulted in the Dissolution Event ("Former Member") shall sell, the Fonner Membe r's Membership Interest ("Former Member's Interest") as provided in this Article VII. 7 .2 Withdrawal. Notwithstanding Section 7 .1 , upon the withdrawal by a Member in accordance with Section 3.2 such Member shall be tr eated as a Former Member, an d, unless th e Company dissolves as a result of such withdrawal, the Company and/or the Remaining Members shall have the right to purchase, and if such right is exercised, the Former Member shall sell, the Fonner Member's Interest as provided in this Article VIT . 7.3 Purchase Price. The purchase price for the Former Member's Interest shall be the fair market va lue of the Fonner Member's Interest as determined by an independent appraiser jointly selected by the Former Member and by Remaining Members holding the remaining Majority Membership Interests. The Company and the Former Member shall each pay one-half of the cost of the appraisal. Notwithstanding the foregoing, if the Dissolution Event results from a breach of thi s Agreement by the Former Member, the purchase price shall be reduced by an amount equal to the damages suffered by the Company or the Remain ing Members as a result of such breach. 7.4 Notice of Intent to Purchase . Within thirty (30) days after the fai r market value of the Former Member's Interest has been determined in accordance with Section 7.3, each Remaining Member shall notify the Members in writing of his or her desire to purchase a pm1ion of the Former Member's Interest. The faHure of any Remaining Member to submit a notice within the applicable period shall co nstitute an e lec tion on the part of the Member not to purchase any of the Former Member's Interest. Each Remaining Member so electing to purchase shall be entitled to purchase a portion of the Former Member's Interest in the same proportion that the Membership Interest of the Remaining Member bears to the aggregate of the Membership Interests of all of the Remaining Members electing to purchase the Former Member's Interest. 7.5 Election to Purchase Less Than All of the Former Membds Interest. If any Remaining Member elects to purchase none or less than all of his or her pro rata share of the Former Member's Interest, then the Re maining Members can elect to purchase more than their pro rata shar e. If the R emaining Members fail to purchase the entire interest ofthe Former Member, the Company may purchase any remaining share of the Former Member's Interest. 9 7.6 Payment of Purchase Price. The Company or the Remaining Members, as the case ma y be, sha ll pay at the closing the purchase price to the former member. 7 . 7 Closing of Purchase of Former Member's Interest. The closing fo r the sale of a Former Member's Interest pursuant to this Article VII shall be held at 10:00 a.m. at the principal offic e of Company no later than s ixty (60) days after the determination of the purchase price, e xcept that if the clos ing date falls on a Saturday, Sunday, or California legal holiday, then the closing shall be held on the nex t succeeding business day. At the closing, the Fonner Member shall deliver to the Company or the Remaining Members an instrument of transfer (containing warranties of title and no encumbrances) convey ing the Former M ember's Interest. The Former Member, the Company and the Remaining Members shall do all things a nd execute and deliver all papers as may be reasonably necessary fully to consummate such sale and purchase in accordance with the tenns and provisions of this Agreement. ARTICLE Vlll ACCOUNTING, RECORDS , REPORTING BY MEMBERS 8 .1 Books and Reco rds . The books and reco rd s of the Company shall be kept in accordance with the accounting methods followed for federa l income tax purposes. The Company shall maintain at its principal office in California all of the following: A. A current li st of the full name and last known bu siness or residence address of each Member set forth in a lph abe tical order, together with the capita l contribution s, capital account and Membership Interest of each Member; B . A copy of the Articles and any and all amendments thereto together with executed copies of any powers of attorney pursuant to which the Articles or any amendments t hereto have been executed ; C. Copies of the Company's federal, s tate, and local income ta x or informa tion returns and reports, if any, for the six (6) most recent t axable years; D . A c opy of this Agreement and any and all amendments thereto to gether with executed copies of any powers of attorney pursuant to which this Agreement or any amendments thereto have been executed; E . Co pies of the financi a l statements ofthe Company, if any, for the s ix (6) mos t re cent fisca l years ; and F. The Company 's books and records as they relate to the internal affairs ofthe Co m pa ny fo r at leas t th e curre nt and past four (4) fiscal years . 8.2 Reports. The Company sha ll cause to be fi led, in accordance with the Act, all repo rt s a nd documents re quired to be filed with any gover nmental agency . The Company s hall ca us e to be prepared at least ann uall y information concerning the Company's operations ne cessary for the co mpletion of the Members ' federa l and state income tax returns. The Company 10 shall send or cause to be sent to each Membe r within ninety (90) days after the end of eac h taxable year (i) s uch inform atio n as is necessary to complete the Members' fe deral and state income tax or information returns and (ii) a copy of the Company's federa l, s tate, and local income tax or information return s for the year. 8.3 Bank Accounts. T he Manage r shall maintain the funds of the Company in one or more separate bank accounts in the name of the Company , and shall not permit the funds oft he Company to be commingled in any fashion with the funds of any other person. Any Member, acting a lone, is autho ri ze d to e ndorse checks, drafts , and other evidences of indebte dness made payabl e to the order of the Company, but only for the purpose of deposit into the Company's accounts . All checks, drafts, and other instruments obligating the Company to pay money must be signed by the Manager actin g a lone or subject to any restrictions imposed by th e Manage r. 8.4 Tax Matters for the Company . Dexter Rea l Estate Development Corp . is designated as "Tax Matters Partner" (as defined in Code Section 6231 ), to represent the Company (at the Company's ex pense) in connection with a ll examination of the Company's affairs by tax authorit ies and to ex pend Co mpany funds for professional services and costs associated therewith. ARTICLE IX DISSOLUTION AND WINDING UP 9.1 Cond itions of Di ssoluti on. The Co mpany s hall di sso lve upon the occurrence of any of the following events : A. Upon t he happeni ng of any event of dissolution s pecified in the Articles; B. Upon the entry of a decree of judicial dissolution pursuant to Section 17351 of the Corpora ti ons Code; C. Upon the vote of Members holding at le ast a seventy fi ve percent (75%) of the Membership Interests; D. The occurrence of a Dissolution Event and the failure of the Remaining Members to consent in accordance with Section 7 .1 to continue the bu siness of the Company withi n ninety (90) days after the occurrence of such event; or E . The sale of all or substantially a ll of the assets of Company, in which case, the Manager shall have the right to di ssolve the Company without f11rther approval of the Mem bers . 9.2 Windin g Up. Upon the di sso lution of the Company , the Company's assets shall be disposed of and its affairs wound up . The Company shall g ive written notice of the commencement of the dissolution to all of its known creditors. II 9.3 Order of Payment of Liabilities Upon Dissolution. After determining that all the known debts and liabilities of the Company have been paid or adequately provided for, the remaining assets subject to Section 4.6, shall be distributed to the Members in accordance with their positive capital account balances, after taking into account income and loss allocations for the Company's taxable year during which liquidation occurs . 9.4 Limitations on Payments Made in Dissolution . Except as otherwise specifically provided in this Agreement, each Member shal l be entitled to look only to the assets of the Company for the return of his or her positive Capital Account balance and shall have no recourse for his or her Capital Contribution and/or share of Net Profits against any other Member except as provided in Articl e X. 9.5 Certifi ca te s. The Company shall file with the California Secretary of State a Certificate of Dissolution upon the dissolution of the Company and a Certificate of Cancellation upon the completion of the winding up of the Company's affairs. 9.6 Post Dissolution Claims, Judgments or Liabilities. In the event following the di sso lution of the Company , a claim or judgment is asserted against any individual member or Manager (and the indivi dunl principals of the Manager if the Manager is not an individual) of tJ1e Company which is directly related to the construction or development of the project built by the Company, regard less of whether such claims arose prior or after the dissolution of the Company, the party who has such claim asserted against him/her shall have such claims and judgments be indemnified by the former members of the Company. The indemnification shall include those obligations set fo11h in Article X below and shall survive the dissolution of the Company. Each member shall be obligated to contribute such amount for the defense and indemnification as to those member(s) or manager(s) who have had s uch claims or judgments asserted against them in the same pro -rata share as their membership interest in the company. Any payments required under this section shall be tendered to the requesting party within ten d ays of s uch written request. ARTICLE X INDEMNIFlCA TION I 0.1 Indemnification of Agents. The Company shall indemnify the Manager and any Member and may ind emnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, sui t or proceeding by reason of the fact that he or she is or was a Member, officer, employee or other agent of the Company or that, being or having been such a Member, officer, employee or agent, he or she is or was serving at the request of the Company as a manager, director, officer, employee or other agent of another limited liability company, corporation, partners hip , joint venture, trust or other enterprise (all s uch persons being referred to hereinafter as an "agent"), to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may hereafter from time to time pemit. ARTICLE XI INVESTMENT REPRESENTATIONS 12 Each Member hereby represen ts and warrants to, and agrees with, the Members and the Company as follows: 11.1 Preexisting Relatio nship or Experience. He or she has a preexisting personal or business relationship with the Company or one or more of its officers or controlling persons, or by reason of his or her business or financial experience, or by reason of the business or financial experience of his or her financia l advisor who is unaffiliated with and who is not compensated, directly or indirectly , by the Company or any affiliate or selling agent of the Company, he or she is capable of evaluat ing the risks and merits of an investment in the Company a nd of protecting his or her own interests in connection with this investment. 11.2 No Advertising. He or she has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, article or any other form of advertising or general solicitation with respect to the sale of the Membership Interest. 11.3 Investment Intent. He or she is acquiring the Membership Interest for investment purposes for his or her own account only and not with a vjew to or for sale in connection with any distribution of all or any part of the Membership Interest. No other person will have any direct or indirect beneficial interest in or right to the Membership Interest. ARTICLE XU MISCELLANEOUS 12.1 Counsel to the Company. Counsel to the Company may also be counsel to any Member or any Affiliate of a Member. The Members may execute on behalf of the Company and the Members any consent to the representation of the Company that counsel may request pursuant to the California Rules of Professional Conduct or similar rules in any other jurisdiction (''Rules"). The Company has initially selected Jung & Yuen, LLP ("Company Counsel") as legal counsel to the Company. Each Member acknowledges that Company Counsel docs not represent any Member in the absence of a c lear and explicit agreement to such effect between the Member and Company Counsel, and that in the absence of any such written agreement Company Counsel shall owe no duties directly to a Member. Notwithstandjng any adversity that may develop, in the event any dispute or controversy arises between any Members and the Company, then each Member agrees that Company Counsel may represent either the Company or such Member in any such dispute or controversy to the extent permitted by the Rules, and each Member hereby consents to such representation . 12.2 Complete Agreement. This Agreement and the Articles constitute the complete and exclusive statement of agreement among the Members with respect to the subjed matter herein and therein and replace and supersede all prior written and oral agreements amon~ the Members. To the extent that any provision ofthe Articles conflict with any provision of this Agreement , the Articles shall control. 12.3 Binding Effect. Subject to the provisions of this Agreement relating to tran sferability, this Agreement will be b inding upon and inure to the benefit ofthe Members, and their respective successors and assigns. 13 12.4 Interpretation. All pronoun s shall be deemed to refer to the masculine, feminine, or neuter, singular or plural, as the context in which they are used may require . All headings herein are inserted on ly for convenience and ease of reference and are not to be considered in the interpretation of any provision of this Agreement. Numbered or lettered articles, sections and subsections herein contained refer to articles, sections and subsections of this Agreement unless otherwise expressly stated. In the event any claim is made by any Member relating to any conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by or at the requ est of a particular Member or his or her counsel. 12.5 Jurisdiction. Each Member hereby consents to the exclusive jurisdiction of the state and federa l courts sitting in Ca li fornia in any action on a claim arising out of, under or in connection with this Agreement or the transactions contemplated by this Agreement. Each Member further agrees that personal jurisdiction over him or her may be effected by service of process by re gis tered or certified mail addressed as provided in Section 12.8 of this Agreement, and that when so made shall be as if served upon him or her personally within the State of California . 12.6 Arbitration. Except as otherwise provided in this Agreement, any controversy between the parties arising out of this Agreement shall be submitted to the American Arbitration Association for arbitrat ion in Los Angeles, California. The costs of the arbitration, including any American Arbitration Association administration fee , the arbitrator's fee, and costs for the use of facilities durin g the hearings, shall be borne equally by the parties to the arbitration. Attorneys' fees may be awarded to the prevailing or most prevailing party at the discretion of the arbitrator. The provisions of Sections 1282 .6, 1283, and 1283.05 ofthe California Code of Civil Procedure apply to the arbitration. The arbitrator shall not have any power to alter, amend, modify or cha nge any of the terms of this Agreement nor to grant any remedy whic h is either prohibited by the tenns of thi s Agreement, or not available in a court of taw. 12.7 Severability. lf any provision of this Agreement or the application of such provision to any person or circumstru1ce shall be held inval id , the remainder of this Agreement or the application of such provision to persons or circwnstances other than those to which it is held inv ali d shall not be affected thereby. 12.8 Notice s. Any notice to be given or to be served upon the Company or any party hereto in connection with this Agreement must be in writing (which may include facsimile) and will be deemed to have been given and received when delivered to the address specified by the party to rece ive the notice . Such notice s will be given to a Member at the address specified in Exhibit A hereto. Any party may, at any time by giving five (5) days' prior written notice to the other Members, designate any other address in substitution of the foregoing address to which such notice will be given. 12.9 Amendments . All amendments to this Agreement will be in writing and signed by a ll ofthe Member s . 14 12 .10 Multiple Counterparts, Facsimile and PDF. Signatures. T hi s Agreement may be executed in two or more counterp a rts , including by facsimile or pdf. signatures, each of which sha11 be deemed an original, but all of which shall constitute one and th e same instrument. 12 .11 Attorney Fees. In the event that any dispute between the Company and the Members or among the Members s hould result in litigation or arbitration, the prevailing party in such dispute shall be entitled to recover from the o th er party all reasonable fees, costs and expenses of enforcing any right ofthe prevailing party, including without limi tation, reasonable anomeys' fees and expenses, all of which shall be deemed to have accrued upon the commenceme nt of s uch acti on and shall be paid whether or not such action is prosecuted to judgment. Any judgment or order entered in such action shall contain a specific provision providing for the recovery of anorney fees and costs incurred in enforcing such judgment and an award of prejudgment interest from the date of the breach at the miL'<imum rate allowed by Jaw. For the purposes of this Section: (a) att orney fees s ha11 include, without limitation, fees incurred in the following: (1) postjudgment motions; (2) contempt proceedings; (3) garnishment, levy, and debtor and third party examinations; (4) discovery; an d (5) bankruptcy litigation and (b) prevailing party sha ll mean the party who is determined in the proceeding to have prevailed or who prevails by dismiss al , default or otherwise . jTHE REMAINDER OF TIDS PAG E IS INTENTIONALLY LEFT BLANK] 15 12. 12 Remedie s Cumu lative . The remedi es under thi s Agreement are cumulative and shall not exclude any other rem edies to which any person may be lawfu lly entit led . IN WITNESS WHEREOF, all ofthe Members of Dexter Freer, LLC, a Cal ifornia limit ed li abi lity company, have executed thi s Agreement, effective as of the date written above. MEMBER: Dex ter Real Estate Devel opmen t Corp ., a Cal ifo rnia co rporation Cha rl es Huan g, President By: -----------------------------!~: __________________________ ___ MEMBER: Environmental Geotech Lab , Inc, Retirement T*ru * By : ______] ( ~ ... Its: ----------------~--------- MEMBER: Ja~~~~ JamJ:.-=-- MEMBE : Rob e rt _~ c:-~~ Robe rt Ho MEMBER: Sh irley Pan .... ~-Shirley Pa n MEMBER: Chi ng Ping Wu Ch;~ 16