HomeMy WebLinkAboutItem No. 06 TUMF Fee Credit Agreeement Pardee Homes Westlake CondosCity Council Agenda Report
City of Lake Elsinore 130 South Main Street
Lake Elsinore, CA 92530
www.lake-elsinore.org
File Number: ID# 19-307
Agenda Date: 9/10/2019 Status: PassedVersion: 1
File Type: Council Consent
Calendar
In Control: City Council / Successor Agency
Agenda Number: 6)
TUMF Fee Credit Agreement for Transportation Improvements Constructed by Pardee Homes
for the Westlake Detached Condo Project at Riverside Drive and Grand Avenue
Approve the attached Improvement Credit Agreement and authorize the Mayor to execute the
agreement, as approved by the City Attorney.
Page 1 City of Lake Elsinore Printed on 6/1/2023
REPORT TO CITY COUNCIL
TO:Honorable Mayor And Members Of The City Council
FROM:Grant Yates, City Manager
PREPARED BY:Remon Yates, City Manager
DATE:September 10, 2019
SUBJECT:TUMF Fee Credit Agreement for Transportation Improvements
Constructed by Pardee Homes forthe Westlake Detached Condo Project
at Riverside Drive and Grand Avenue
Recommendation
Approve the attached Improvement Credit Agreement and authorize the Mayor to execute the
agreement, as approved by the City Attorney.
Background
Section 16.83.040Gof the City’s Transportation UniformMitigation Fee (“TUMF”) Program provides
that a developer may obtain fee credits by constructing public improvements that are to be
otherwise funded by the TUMF Program.
Discussion
Pardee Homesis the developer of the Westlakedetached condoprojectbeing constructed at the
intersection of Riverside Drive and Grand Avenue. As a condition for obtaining these entitlements,
Pardee Homesis required to construct several traffic improvements.
Aspart of satisfying those requirements, Pardee Homesrequested the City enter into a credit
agreement with respect to the TUMFMitigation Fee. Twoeligible TUMF public improvementswill
be constructed by Pardee, on Grand Avenue and Riverside Drive. The project’s total TUMF
obligation is $999,842.00. Based on the TUMF Program, such improvements are cumulatively
eligible for TUMF credits of up to $827,000.00.
The TUMF “Improvement Credit Agreement,” based on the WRCOG form, is attached for your
review and consideration.
Fiscal Impact
There is no fiscal impact to the City. The agreements provide for actual construction of eligible
public improvements inlieu of payment of fees.
Attachments:Agreement
Letter from WRCOG Re: TUMFMax Share
For Use Between Public Agency and Developer
“Master Agreement”
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IMPROVEMENT AND CREDIT / REIMBURSEMENT AGREEMENT
TRANSPORTATION UNIFORM MITIGATION FEE PROGRAM
This IMPROVEMENT AND CREDIT AGREEMENT (“Agreement”) is entered into
this ___ day of ___________________, 2019, (the “Effective Date”) by and between the City of
Lake Elsinore, a California municipal corporation of the State of California (“AGENCY”), and
Pardee Homes, a California corporation, with its principal place of business at 1250 Corona
Pointe Court, Suite 600, Corona, California 92879 (“Developer”). AGENCY and Developer are
sometimes hereinafter referred to individually as “Party” and collectively as “Parties”.
RECITALS
WHEREAS, Developer owns 20 acres of real property located within the AGENCY of
Lake Elsinore, California, which is more specifically described in the legal description set forth
in Exhibit “A”, attached hereto and incorporated herein by this reference (“Property”);
WHEREAS, Developer has requested from AGENCY-certain entitlements and/or
permits for the construction of improvements on the Property, which are more particularly
described as Westlake (Tract No. 33627), a residential development planned for 163 detached
multi-family residential homes. (“Project”);
WHEREAS, the AGENCY is a member agency of the Western Riverside Council of
Governments (“WRCOG”), a joint powers agency comprised of the County of Riverside and 18
cities located in Western Riverside County. WRCOG is the administrator for the Transportation
Uniform Mitigation Fee (“TUMF”) Program;
WHEREAS, as part of the TUMF Program, the AGENCY has adopted “Transportation
Uniform Mitigation Fee Nexus Study: 2016 Update” (“2016 Nexus Study”)
WHEREAS, as a condition to AGENCY’s approval of the Project, AGENCY has
required Developer to construct certain street and transportation system improvement(s) of
regional importance (“TUMF Improvements”);
WHEREAS, pursuant to the TUMF Program, the AGENCY requires Developer to pay
the TUMF which covers the Developer’s fair share of the costs to deliver those TUMF
Improvements that help mitigate the Project’s traffic impacts and burdens on the Regional
System of Highways and Arterials (also known as the “TUMF Network”), generated by the
Project and that are necessary to protect the safety, health and welfare of persons that travel to
and from the Project using the TUMF Network;
WHEREAS, the TUMF Improvements have been designated as having Regional or
Zonal Significance as further described in the 2016 Nexus Study and the 5 year Transportation
Improvement Program as may be amended;
WHEREAS, AGENCY and Developer now desire to enter into this Agreement for the
following purposes: (1) to provide for the timely delivery of the TUMF Improvements, (2) to
ensure that delivery of the TUMF Improvements is undertaken as if the TUMF Improvements
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were constructed under the direction and authority of the AGENCY, (3) to provide a means by
which the Developer’s costs for project delivery of the TUMF Improvements and related right-
of-ways is offset against Developer’s obligation to pay the applicable TUMF for the Project in
accordance with the TUMF Administrative Plan adopted by WRCOG, and (4) to provide a
means, subject to the separate approval of WRCOG, for Developer to be reimbursed to the extent
the actual and authorized costs for the delivery of the TUMF Improvements exceeds Developer's
TUMF obligation.
NOW, THEREFORE, for the purposes set forth herein, and for good and valuable
consideration, the adequacy of which is hereby acknowledged, Developer and AGENCY
hereby agree as follows:
TERMS
1.0 Incorporation of Recitals. The Parties hereby affirm the facts set forth in the Recitals
above and agree to the incorporation of the Recitals as though fully set forth herein.
2.0 Construction of TUMF Improvements. Developer shall construct or have constructed at
its own cost, expense, and liability certain street and transportation system improvements
generally described as the widening of one lane of State Route 74 (Riverside Drive) from 300
feet south of Stadium way to Grand Avenue (0.20 miles) and the widening of one lane of State
Route 74 (Grand Avenue) from Riverside Drive to the project boundary (0.16 miles), and as
shown more specifically on the plans, profiles, and specifications which have been or will be
prepared by or on behalf of Developer and approved by AGENCY, and which are incorporated
herein by this reference (“TUMF Improvements”). Construction of the TUMF Improvements
shall include any transitions and/or other incidental work deemed necessary for drainage or
public safety. Developer shall be responsible for the replacement, relocation, or removal of any
component of any existing public or private improvement in conflict with the construction or
installation of the TUMF Improvements. Such replacement, relocation, or removal shall be
performed to the complete satisfaction of AGENCY and the owner of such improvement.
Developer further promises and agrees to provide all equipment, tools, materials, labor, tests,
design work, and engineering services necessary to fully and adequately complete the TUMF
Improvements.
2.1 Pre-approval of Plans and Specifications. Developer is prohibited from
commencing work on any portion of the TUMF Improvements until all plans and specifications
for the TUMF Improvements have been submitted to and approved by AGENCY. Approval by
AGENCY shall not relieve Developer from ensuring that all TUMF Improvements conform with
all other requirements and standards set forth in this Agreement.
2.2 Permits and Notices. Prior to commencing any work, Developer shall, at its sole
cost, expense, and liability, obtain all necessary permits and licenses and give all necessary and
incidental notices required for the lawful construction of the TUMF Improvements and
performance of Developer’s obligations under this Agreement. Developer shall conduct the
work in full compliance with the regulations, rules, and other requirements contained in any
permit or license issued to Developer.
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2.3 Public Works Requirements. In order to ensure that the TUMF Improvements
will be constructed as if they had been constructed under the direction and supervision, or under
the authority of, AGENCY, Developer shall comply with all of the following requirements with
respect to the construction of the TUMF Improvements:
(a) Developer shall obtain bids for the construction of the TUMF
Improvements, in conformance with the standard procedures and requirements of AGENCY
with respect to its public works projects, or in a manner which is approved by the Public Works
Department.
(b) The contract or contracts for the construction of the TUMF
Improvements shall be awarded to the responsible bidder(s) submitting the lowest responsive
bid(s) for the construction of the TUMF Improvements.
(c) Developer shall require, and the specifications and bid and contract
documents shall require, all such contractors to pay prevailing wages (in accordance with
Articles 1 and 2 of Chapter 1, Part 7, Division 2 of the Labor Code) and to otherwise comply
with applicable provisions of the Labor Code, the Government Code and the Public Contract
Code relating to public works projects of cities/counties and as required by the procedures and
standards of AGENCY with respect to the construction of its public works projects or as
otherwise directed by the Public Works Department.
(d) All such contractors shall be required to provide proof of insurance
coverage throughout the term of the construction of the TUMF Improvements which they will
construct in conformance with AGENCY’s standard procedures and requirements.
(e) Developer and all such contractors shall comply with such other
requirements relating to the construction of the TUMF Improvements which AGENCY may
impose by written notification delivered to Developer and each such contractor at any time,
either prior to the receipt of bids by Developer for the construction of the TUMF Improvements,
or, to the extent required as a result of changes in applicable laws, during the progress of
construction thereof.
Developer shall provide proof to AGENCY, at such intervals and in such form as AGENCY may
require that the foregoing requirements have been satisfied as to the TUMF Improvements.
2.4 Quality of Work; Compliance with Laws and Codes. The construction plans and
specifications for the TUMF Improvements shall be prepared in accordance with all applicable
federal, state and local laws, ordinances, regulations, codes, standards, and other requirements.
The TUMF Improvements shall be completed in accordance with all approved maps, plans,
specifications, standard drawings, and special amendments thereto on file with AGENCY, as
well as all applicable federal, state, and local laws, ordinances, regulations, codes, standards, and
other requirements applicable at the time work is actually commenced.
2.5 Standard of Performance. Developer and its contractors, if any, shall perform all
work required, constructing the TUMF Improvements in a skillful and workmanlike manner, and
consistent with the standards generally recognized as being employed by professionals in the
same discipline in the State of California. Developer represents and maintains that it or its
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contractors shall be skilled in the professional calling necessary to perform the work. Developer
warrants that all of its employees and contractors shall have sufficient skill and experience to
perform the work assigned to them, and that they shall have all licenses, permits, qualifications
and approvals of whatever nature that are legally required to perform the work, and that such
licenses, permits, qualifications and approvals shall be maintained throughout the term of this
Agreement.
2.6 Alterations to TUMF Improvements. All work shall be done and the TUMF
Improvements completed as shown on approved plans and specifications, and any subsequent
alterations thereto. If during the course of construction and installation it is determined that the
public interest requires alterations in the TUMF Improvements, Developer shall undertake such
design and construction changes as may be reasonably required by AGENCY. Any and all
alterations in the plans and specifications and the TUMF Improvements to be completed may be
accomplished without first giving prior notice thereof to Developer’s surety for this Agreement.
3.0 Maintenance of TUMF Improvements. AGENCY shall not be responsible or liable for
the maintenance or care of the TUMF Improvements until AGENCY approves and accepts them.
AGENCY shall exercise no control over the TUMF Improvements until accepted. Any use by
any person of the TUMF Improvements, or any portion thereof, shall be at the sole and exclusive
risk of Developer at all times prior to AGENCY’s acceptance of the TUMF Improvements.
Developer shall maintain all of the TUMF Improvements in a state of good repair until they are
completed by Developer and approved and accepted by AGENCY, and until the security for the
performance of this Agreement is released. It shall be Developer’s responsibility to initiate all
maintenance work, but if it shall fail to do so, it shall promptly perform such maintenance work
when notified to do so by AGENCY. If Developer fails to properly prosecute its maintenance
obligation under this section, AGENCY may do all work necessary for such maintenance and the
cost thereof shall be the responsibility of Developer and its surety under this Agreement.
AGENCY shall not be responsible or liable for any damages or injury of any nature in any way
related to or caused by the TUMF Improvements or their condition prior to acceptance.
4.0 Fees and Charges. Developer shall, at its sole cost, expense, and liability, pay all fees,
charges, and taxes arising out of the construction of the TUMF Improvements, including, but not
limited to, all plan check, design review, engineering, inspection, sewer treatment connection
fees, and other service or impact fees established by AGENCY.
5.0 AGENCY Inspection of TUMF Improvements. Developer shall, at its sole cost, expense,
and liability, and at all times during construction of the TUMF Improvements, maintain
reasonable and safe facilities and provide safe access for inspection by AGENCY of the TUMF
Improvements and areas where construction of the TUMF Improvements is occurring or will
occur.
6.0 Liens. Upon the expiration of the time for the recording of claims of liens as prescribed
by Sections 8412 and 8414 of the Civil Code with respect to the TUMF Improvements,
Developer shall provide to AGENCY such evidence or proof as AGENCY shall require that all
persons, firms and corporations supplying work, labor, materials, supplies and equipment to the
construction of the TUMF Improvements, have been paid, and that no claims of liens have been
recorded by or on behalf of any such person, firm or corporation. Rather than await the
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expiration of the said time for the recording of claims of liens, Developer may elect to provide to
AGENCY a title insurance policy or other security acceptable to AGENCY guaranteeing that no
such claims of liens will be recorded or become a lien upon any of the Property.
7.0 Acceptance of TUMF Improvements; As-Built or Record Drawings. If the TUMF
Improvements are properly completed by Developer and approved by AGENCY, and if they
comply with all applicable federal, state and local laws, ordinances, regulations, codes,
standards, and other requirements, AGENCY shall be authorized to accept the TUMF
Improvements. AGENCY may, in its sole and absolute discretion, accept fully completed
portions of the TUMF Improvements prior to such time as all of the TUMF Improvements are
complete, which shall not release or modify Developer’s obligation to complete the remainder of
the TUMF Improvements. Upon the total or partial acceptance of the TUMF Improvements by
AGENCY, Developer shall file with the Recorder’s Office of the County of Riverside a notice of
completion for the accepted TUMF Improvements in accordance with California Civil Code
sections 8182, 8184, 9204, and 9208 (“Notice of Completion”), at which time the accepted
TUMF Improvements shall become the sole and exclusive property of AGENCY without any
payment therefore. Notwithstanding the foregoing, AGENCY may not accept any TUMF
Improvements unless and until Developer provides one (1) set of “as-built” or record drawings or
plans to the AGENCY for all such TUMF Improvements. The drawings shall be certified and
shall reflect the condition of the TUMF Improvements as constructed, with all changes
incorporated therein.
8.0 Warranty and Guarantee. Developer hereby warrants and guarantees all the TUMF
Improvements against any defective work or labor done, or defective materials furnished in the
performance of this Agreement, including the maintenance of the TUMF Improvements, for a
period of one (1) year following completion of the work and acceptance by AGENCY
(“Warranty”). During the Warranty, Developer shall repair, replace, or reconstruct any defective
or otherwise unsatisfactory portion of the TUMF Improvements, in accordance with the current
ordinances, resolutions, regulations, codes, standards, or other requirements of AGENCY, and to
the approval of AGENCY. All repairs, replacements, or reconstruction during the Warranty
shall be at the sole cost, expense, and liability of Developer and its surety. As to any TUMF
Improvements which have been repaired, replaced, or reconstructed during the Warranty,
Developer and its surety hereby agree to extend the Warranty for an additional one (1) year
period following AGENCY’s acceptance of the repaired, replaced, or reconstructed TUMF
Improvements. Nothing herein shall relieve Developer from any other liability it may have
under federal, state, or local law to repair, replace, or reconstruct any TUMF Improvement
following expiration of the Warranty or any extension thereof. Developer’s warranty obligation
under this section shall survive the expiration or termination of this Agreement.
9.0 Administrative Costs. If Developer fails to construct and install all or any part of the
TUMF Improvements, or if Developer fails to comply with any other obligation contained
herein, Developer and its surety shall be jointly and severally liable to AGENCY for all
administrative expenses, fees, and costs, including reasonable attorney’s fees and costs, incurred
in obtaining compliance with this Agreement or in processing any legal action or for any other
remedies permitted by law.
10.0 Default; Notice; Remedies.
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10.1 Notice. If Developer neglects, refuses, or fails to fulfill or timely complete any
obligation, term, or condition of this Agreement, or if AGENCY determines there is a violation
of any federal, state, or local law, ordinance, regulation, code, standard, or other requirement,
AGENCY may at any time thereafter declare Developer to be in default or violation of this
Agreement and make written demand upon Developer or its surety, or both, to immediately
remedy the default or violation (“Notice”). Developer shall substantially commence the work
required to remedy the default or violation within five (5) days of the Notice. If the default or
violation constitutes an immediate threat to the public health, safety, or welfare, AGENCY may
provide the Notice verbally, and Developer shall substantially commence the required work
within twenty-four (24) hours thereof. Immediately upon AGENCY’s issuance of the Notice,
Developer and its surety shall be liable to AGENCY for all costs of construction and installation
of the TUMF Improvements and all other administrative costs or expenses as provided for in this
Section 10.0 of this Agreement.
10.2 Failure to Remedy; AGENCY Action. If the work required to remedy the noticed
default or violation is not diligently prosecuted to a completion acceptable to AGENCY within
the time frame contained in the Notice, AGENCY may complete all remaining work, arrange for
the completion of all remaining work, and/or conduct such remedial activity as in its sole and
absolute discretion it believes is required to remedy the default or violation. All such work or
remedial activity shall be at the sole and absolute cost, expense, and liability of Developer and its
surety, without the necessity of giving any further notice to Developer or surety. AGENCY’s
right to take such actions shall in no way be limited by the fact that Developer or its surety may
have constructed any of the TUMF Improvements at the time of AGENCY’s demand for
performance. In the event AGENCY elects to complete or arrange for completion of the
remaining work and the TUMF Improvements, AGENCY may require all work by Developer or
its surety to cease in order to allow adequate coordination by AGENCY.
10.3 Other Remedies. No action by AGENCY pursuant to this Section 10.0 et seq. of
this Agreement shall prohibit AGENCY from exercising any other right or pursuing any other
legal or equitable remedy available under this Agreement or any federal, state, or local law.
AGENCY may exercise its rights and remedies independently or cumulatively, and AGENCY
may pursue inconsistent remedies. AGENCY may institute an action for damages, injunctive
relief, or specific performance.
11.0 Security; Surety Bonds. Prior to the commencement of any work on the TUMF
Improvements, Developer or its contractor shall provide AGENCY with surety bonds in the
amounts and under the terms set forth below (“Security”). The amount of the Security shall be
based on the estimated actual costs to construct the TUMF Improvements, as determined by
AGENCY after Developer has awarded a contract for construction of the TUMF Improvements
to the lowest responsive and responsible bidder in accordance with this Agreement (“Estimated
Costs”). If AGENCY determines, in its sole and absolute discretion, that the Estimated Costs
have changed, Developer or its contractor shall adjust the Security in the amount requested by
AGENCY. Developer’s compliance with this Section 11.0 et seq. of this Agreement shall in no
way limit or modify Developer’s indemnification obligation provided in Section 12.0 of this
Agreement.
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11.1 Performance Bond. To guarantee the faithful performance of the TUMF
Improvements and all the provisions of this Agreement, to protect AGENCY if Developer is in
default as set forth in Section 10.0 et seq. of this Agreement, and to secure the one-year
guarantee and warranty of the TUMF Improvements, Developer or its contractor shall provide
AGENCY a faithful performance bond in an amount which sum shall be not less than one
hundred percent (100%) of the Estimated Costs. The AGENCY may, in its sole and absolute
discretion, partially release a portion or portions of the security provided under this section as the
TUMF Improvements are accepted by AGENCY, provided that Developer is not in default on
any provision of this Agreement and the total remaining security is not less than ten percent
(10%) of the Estimated Costs. All security provided under this section shall be released at the
end of the Warranty period, or any extension thereof as provided in Section 11.0 of this
Agreement, provided that Developer is not in default on any provision of this Agreement.
11.2 Labor & Material Bond. To secure payment to the contractors, subcontractors,
laborers, materialmen, and other persons furnishing labor, materials, or equipment for
performance of the TUMF Improvements and this Agreement, Developer or its contractor shall
provide AGENCY a labor and materials bond in an amount which sum shall not be less than one
hundred percent (100%) of the Estimated Costs. The security provided under this section may be
released by written authorization of AGENCY after six (6) months from the date AGENCY
accepts the TUMF Improvements. The amount of such security shall be reduced by the total of
all stop notice or mechanic’s lien claims of which AGENCY is aware, plus an amount equal to
twenty percent (20%) of such claims for reimbursement of AGENCY’s anticipated
administrative and legal expenses arising out of such claims.
11.3 Additional Requirements. The surety for any surety bonds provided as Security
shall have a current A.M. Best rating of at least “A” and FSC-VIII, shall be licensed to do
business in California, and shall be satisfactory to AGENCY. As part of the obligation secured
by the Security and in addition to the face amount of the Security, Developer, its contractor or
the surety shall secure the costs and reasonable expenses and fees, including reasonable
attorney’s fees and costs, incurred by AGENCY in enforcing the obligations of this Agreement.
Developer, its contractor and the surety shall stipulate and agree that no change, extension of
time, alteration, or addition to the terms of this Agreement, the TUMF Improvements, or the
plans and specifications for the TUMF Improvements shall in any way affect its obligation on
the Security.
11.4 Evidence and Incorporation of Security. Evidence of the Security shall be
provided on the forms set forth in Exhibit “B”, unless other forms are deemed acceptable by the
AGENCY, and when such forms are completed to the satisfaction of AGENCY, the forms and
evidence of the Security shall be attached hereto as Exhibit “B” and incorporated herein by this
reference.
12.0 Indemnification. Developer shall defend, indemnify, and hold harmless AGENCY, the
Western Riverside Council of Governments (WRCOG), their elected officials, board members,
employees, and agents from any and all actual or alleged claims, demands, causes of action,
liability, loss, damage, or injury to property or persons, including wrongful death, whether
imposed by a court of law or by administrative action of any federal, state, or local governmental
agency, arising out of or incident to any acts, omissions, negligence, or willful misconduct of
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Developer, its employees, contractors, or agents in connection with the performance of this
Agreement, or arising out of or in any way related to or caused by the TUMF Improvements or
their condition prior to AGENCY’s approval and acceptance of the TUMF Improvements
(“Claims”). This indemnification includes, without limitation, the payment of all penalties,
fines, judgments, awards, decrees, attorneys fees, and related costs or expenses, and the
reimbursement of AGENCY, WRCOG, their elected officials, board members, employees,
and/or agents for all legal expenses and costs incurred by each of them. This indemnification
excludes only such portion of any Claim which is caused solely and exclusively by the
negligence or willful misconduct of AGENCY as determined by a court or administrative body
of competent jurisdiction. Developer’s obligation to indemnify shall survive the expiration or
termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received
by AGENCY, WRCOG, their elected officials, board members, employees, or agents.
13.0 Insurance.
13.1 Types; Amounts. Developer shall procure and maintain, and shall require its
contractors to procure and maintain, during performance of this Agreement, insurance of the
types and in the amounts described below (“Required Insurance”). If any of the Required
Insurance contains a general aggregate limit, such insurance shall apply separately to this
Agreement or be no less than two times the specified occurrence limit.
13.1.1 General Liability. Occurrence form general liability insurance at least as
broad as Insurance Services Office Form CG 00 01, or equivalent form, with an occurrence limit
of Two Million Dollars ($2,000,000) and aggregate limit of Four Million Dollars ($4,000,000)
for bodily injury, personal injury, and property damage.
13.1.2 Business Automobile Liability. Business automobile liability insurance at
least as broad as Insurance Services Office Form CA 00 01 (coverage symbol 1 – any auto), or
equivalent form, with a combined single limit of not less than One Million Dollars ($1,000,000)
per occurrence. Such insurance shall include coverage for the ownership, operation,
maintenance, use, loading, or unloading of any auto owned, leased, hired, or borrowed by the
insured or for which the insured is responsible.
13.1.3 Workers’ Compensation. Workers’ compensation insurance with limits as
required by the Labor Code of the State of California and employers’ liability insurance with
limits of not less than One Million Dollars ($1,000,000) per occurrence, at all times during which
insured retains employees.
13.1.4 Professional Liability. For any consultant or other professional who will
engineer or design the TUMF Improvements, liability insurance for errors and omissions with
limits not less than Two Million Dollars ($2,000,000) per occurrence, shall be procured and
maintained for a period of five (5) years following completion of the TUMF Improvements.
Such insurance shall be endorsed to include contractual liability.
13.2 Deductibles. Any deductibles or self-insured retentions must be declared to and
approved by AGENCY. At the option of AGENCY, either: (a) the insurer shall reduce or
eliminate such deductibles or self-insured retentions as respects AGENCY, its elected officials,
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officers, employees, agents, and volunteers; or (b) Developer and its contractors shall provide a
financial guarantee satisfactory to AGENCY guaranteeing payment of losses and related
investigation costs, claims, and administrative and defense expenses.
13.3 Additional Insured; Separation of Insureds. The Required Insurance, except for
the professional liability and workers’ compensation insurance, shall name AGENCY, WRCOG,
their elected officials, board members, officers, employees, and agents as additional insureds
with respect to work performed by or on behalf of Developer or its contractors, including any
materials, parts, or equipment furnished in connection therewith. For Required Insurance
provided by Developer’s contractors, WRCOG shall be added as an additional insured using ISO
CG 2038 or an exact equivalent. The Required Insurance shall contain standard separation of
insureds provisions, and shall contain no special limitations on the scope of its protection to
AGENCY, WRCOG, their elected officials, board members, officers, employees, or agents.
13.4 Primary Insurance; Waiver of Subrogation. The Required Insurance, except for
the professional liability and workers’ compensation insurance shall be primary with respect to
any insurance or self-insurance programs covering AGENCY, WRCOG, their elected officials,
board members, officers, employees, or agents. The Required Insurance, except for the
professional liability insurance, shall provide that the insurance company waives all right of
recovery by way of subrogation against AGENCY and WRCOG in connection with any damage
or harm covered by such policy.
13.5 Certificates; Verification. Developer and its contractors shall furnish AGENCY
with original certificates of insurance and endorsements effecting coverage for the Required
Insurance. The certificates and endorsements for each insurance policy shall be signed by a
person authorized by that insurer to bind coverage on its behalf. All certificates and
endorsements must be received and approved by AGENCY before work pursuant to this
Agreement can begin. AGENCY reserves the right to require complete, certified copies of all
required insurance policies, at any time.
13.6 Term; Cancellation Notice. Developer and its contractors shall maintain the
Required Insurance for the term of this Agreement and shall replace any certificate, policy, or
endorsement which will expire prior to that date. All policies shall be endorsed to provide that
the Required Insurance shall not be suspended, voided, reduced, canceled, or allowed to expire
except on thirty (30) days’ prior written notice to AGENCY. If such notice of cancellation
endorsements is unavailable, Developer shall provide such thirty (30) days’ written notice of
cancellation.
13.7 Insurer Rating. Unless approved in writing by AGENCY, all Required Insurance
shall be placed with insurers licensed to do business in the State of California and with a current
A.M. Best rating of at least “A” and FSC-VIII.
14.0 TUMF Credit.
14.1 Developer’s TUMF Obligation. Developer hereby agrees and accepts that as of
the date of this Agreement, the amount Developer is obligated to pay to AGENCY pursuant to
Ordinance No. 2017-1381 as part of the TUMF Program is Nine Hundred Ninety-Nine Thousand
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Eight Hundred Forty-Two dollars ($999,842) (“TUMF Obligation”). This TUMF Obligation
shall be initially determined under the TUMF fee schedule in effect for the AGENCY at the time
the Developer submits a building permit application for the TUMF Improvement.
Notwithstanding, this TUMF Obligation does not have to be paid until the Certificate of
Occupancy is obtained.
14.2 Fee Adjustments. Notwithstanding the foregoing, Developer agrees that this
Agreement shall not estop AGENCY from adjusting the TUMF in accordance with the
provisions of Ordinance No. 2017-1381.
14.3 Credit Offset Against TUMF Obligation. Pursuant to Ordinance No. 2017-1381
and in consideration for Developer's obligation under this Agreement for the delivery of TUMF
Improvements, credit shall be applied by AGENCY to offset the TUMF Obligation (“Credit”)
subject to adjustment and reconciliation under Section 14.5 of this agreement. Developer hereby
agrees that the amount of the Credit shall be applied after Developer has initiated the process of
project delivery of TUMF Improvements to the lowest responsible bidder in accordance with this
Agreement. Developer further agrees that the dollar amount of the Credit shall be equal to the
lesser of: (A) the bid amount set forth in the contract awarded to the lowest responsible bidder,
or (B) the unit cost assumptions for the TUMF Improvement in effect at the time of the contract
award, as such assumptions are identified and determined in the most recent TUMF Nexus Study
and the TUMF Administrative Plan adopted by WRCOG (“Unit Cost Assumptions”).
The bid amount and the Unit Cost Assumptions shall hereafter be collectively
referred to as “Estimated Credit”. At no time will the Credit exceed the Developer’s TUMF
Obligation. If the dollar amount of the Estimated Credit exceeds the dollar amount of the TUMF
Obligation, Developer will be deemed to have completely satisfied its TUMF Obligation for the
Project and may apply for a reimbursement agreement, to the extent applicable, as provided in
Section 14.6 of this Agreement. If the dollar amount of the Estimated Credit is less than the
dollar amount of the TUMF Obligation, the Developer agrees the Credit shall be applied to offset
the TUMF Obligation as follows:
(i) For residential units in the Project, the Credit shall be
applied to all residential units to offset and/or satisfy the TUMF Obligation. The residential units
for which the TUMF Obligation has been offset and/or satisfied by use of the Credit, and the
amount of offset applicable to each unit, shall be identified in the notice provided to the
Developer by AGENCY pursuant to this section.
(ii) For commercial and industrial structures in the Project, the
Credit shall be applied to all commercial and industrial development to offset and/or satisfy the
TUMF Obligation. The commercial or industrial structure(s) for which the TUMF Obligation
has been offset and/or satisfied by use of the Credit, and the amount of offset applicable to such
structure(s), shall be identified in the notice provided to the Developer by AGENCY pursuant to
this section.
AGENCY shall provide Developer written notice of the determinations that
AGENCY makes pursuant to this section, including how the Credit is applied to offset the
TUMF Obligation as described above.
20323.00004\30163105.2 -11-
14.4 Verified Cost of the TUMF Improvements. Upon recordation of the Notice of
Completion for the TUMF Improvements and acceptance of the TUMF Improvements by
AGENCY, Developer shall submit to the AGENCY Public Works Director the information set
forth in the attached Exhibit “C”. The AGENCY Public Works Director, or his or her designee,
shall use the information provided by Developer to calculate the total actual costs incurred by
Developer in delivering the TUMF Improvements covered under this Agreement (“Verified
Costs”). The AGENCY Public Works Director will use his or her best efforts to determine the
amount of the Verified Costs and provide Developer written notice thereof within thirty (30)
calendar days of receipt of all the required information from Developer.
14.5 Reconciliation; Final Credit Offset Against TUMF Obligation. The Developer is
aware of and accepts the fact that Credits are speculative and conceptual in nature. The actual
amount of Credit that shall be applied by AGENCY to offset the TUMF Obligation shall be
equal to the lesser of: (A) the Verified Costs or (B) Unit Cost Assumptions for the TUMF
Improvements as determined in accordance with Section 14.3 of this Agreement (“Actual
Credit”). No Actual Credit will be awarded until the Verified Costs are determined through the
reconciliation process. Please be advised that while a Developer may use an engineer’s
estimates in order to estimate Credits for project planning purposes, the Actual Credit awarded
will only be determined by the reconciliation process.
(a) TUMF Balance. If the dollar amount of the Actual Credit is less
than the dollar amount of the TUMF Obligation, the AGENCY Public Works Director shall
provide written notice to Developer of the amount of the difference owed (“TUMF Balance”)
and Developer shall pay the TUMF Balance in accordance with Ordinance No. 2017-1381 to
fully satisfy the TUMF Obligation (see Exhibit “F” - Example “A”).
(b) TUMF Reimbursement. If the dollar amount of the Actual Credit
exceeds the TUMF Obligation, Developer will be deemed to have fully satisfied the TUMF
Obligation for the Project and may apply for a reimbursement agreement, to the extent
applicable, as provided in Section 14.6 of this Agreement. AGENCY shall provide Developer
written notice of the determinations that AGENCY makes pursuant to this section (see Exhibit
“F” - Example “B”).
(c) TUMF Overpayment. If the dollar amount of the Actual Credit
exceeds the Estimated Credit, but is less than the TUMF Obligation, but the Actual Credit plus
additional monies collected by AGENCY from Developer for the TUMF Obligation exceed the
TUMF Obligation (“TUMF Overpayment”), Developer will be deemed to have fully satisfied the
TUMF Obligation for the Project and may be entitled to a refund. The AGENCY’s Public Works
Director shall provide written notice to WRCOG and the Developer of the amount of the TUMF
Overpayment and AGENCY shall direct WRCOG to refund the Developer in accordance with
Ordinance No. 2017-1381 (see Exhibit “F” - Example C).
14.6 Reimbursement Agreement. If authorized under either Section 14.3 or Section
14.5 Developer may apply to AGENCY and WRCOG for a reimbursement agreement for the
amount by which the Actual Credit exceeds the TUMF Obligation, as determined pursuant to
Section 14.3 of this Agreement, Ordinance No. 2017-1381, and the TUMF Administrative Plan
adopted by WRCOG (“Reimbursement Agreement”). If AGENCY and WRCOG agree to a
20323.00004\30163105.2 -12-
Reimbursement Agreement with Developer, the Reimbursement Agreement shall be executed on
the form set forth in Exhibit “D,” and shall contain the terms and conditions set forth therein.
The Parties agree that the Reimbursement Agreement shall be subject to all terms and conditions
of this Agreement, and that upon execution, an executed copy of the Reimbursement Agreement
shall be attached hereto and shall be incorporated herein as a material part of this Agreement as
though fully set forth herein.
15.0 Miscellaneous.
15.1 Assignment. Developer may, as set forth herein, assign all or a portion of its
rights pursuant to this Agreement to a purchaser of a portion or portions of the Property
("Assignment"). Developer and such purchaser and assignee ("Assignee") shall provide to
AGENCY such reasonable proof as it may require that Assignee is the purchaser of such
portions of the Property. Any assignment pursuant to this Section shall not be effective unless
and until Developer and Assignee have executed an assignment agreement with AGENCY in a
form reasonably acceptable to AGENCY, whereby Developer and Assignee agree, except as may
be otherwise specifically provided therein, to the following: (1) that Assignee shall receive all or
a portion of Developer's rights pursuant to this Agreement, including such credit as is determined
to be applicable to the portion of the Property purchased by Assignee pursuant to Section 14.0 et
seq. of this Agreement, and (2) that Assignee shall be bound by all applicable provisions of this
Agreement.
15.2 Relationship Between the Parties. The Parties hereby mutually agree that this
Agreement shall not operate to create the relationship of partnership, joint venture, or agency
between or among AGENCY. WRCOG and Developer. Developer’s contractors are exclusively
and solely under the control and dominion of Developer. Nothing herein shall be deemed to
make Developer or its contractors an agent or contractor of AGENCY. This Agreement shall be
interpreted and administered in a manner consistent with the TUMF Administrative Plan in
effect at the time this Agreement is executed.
15.3 Warranty as to Property Ownership; Authority to Enter Agreement. Developer
hereby warrants that it owns fee title to the Property and that it has the legal capacity to enter into
this Agreement. Each Party warrants that the individuals who have signed this Agreement have
the legal power, right, and authority make this Agreement and bind each respective Party.
15.4 Prohibited Interests. Developer warrants that it has not employed or retained any
company or person, other than a bona fide employee working solely for Developer, to solicit or
secure this Agreement. Developer also warrants that it has not paid or agreed to pay any
company or person, other than a bona fide employee working solely for Developer, any fee,
commission, percentage, brokerage fee, gift, or other consideration contingent upon the making
of this Agreement. For breach of this warranty, AGENCY shall have the right to rescind this
Agreement without liability.
15.5 Notices. All notices, demands, invoices, and written communications shall be in
writing and delivered to the following addresses or such other addresses as the Parties may
designate by written notice:
20323.00004\30163105.2 -13-
To AGENCY: City of Lake Elsinore
Attn: Remon Habib
130 South Main Street
Lake Elsinore, CA 92539
Fax No. (951) 674-2392
To Developer: Pardee Homes
Attn: Robert Skands
1250 Corona Pointe Court, Suite 600
Corona, CA 92879
Fax No. (951) 428-4410
Depending upon the method of transmittal, notice shall be deemed received as follows: by
facsimile, as of the date and time sent; by messenger, as of the date delivered; and by U.S. Mail
first class postage prepaid, as of 72 hours after deposit in the U.S. Mail.
15.6 Cooperation; Further Acts. The Parties shall fully cooperate with one another,
and shall take any additional acts or sign any additional documents as may be necessary,
appropriate, or convenient to attain the purposes of this Agreement.
15.7 Construction; References; Captions. It being agreed the Parties or their agents
have participated in the preparation of this Agreement, the language of this Agreement shall be
construed simply, according to its fair meaning, and not strictly for or against any Party. Any
term referencing time, days, or period for performance shall be deemed calendar days and not
work days. All references to Developer include all personnel, employees, agents, and
contractors of Developer, except as otherwise specified in this Agreement. All references to
AGENCY include its elected officials, officers, employees, agents, and volunteers except as
otherwise specified in this Agreement. The captions of the various articles and paragraphs are
for convenience and ease of reference only, and do not define, limit, augment, or describe the
scope, content, or intent of this Agreement.
15.8 Amendment; Modification. No supplement, modification, or amendment of this
Agreement shall be binding unless executed in writing and signed by both Parties.
15.9 Termination. This Agreement shall terminate 10 years after the Effective Date,
unless extended in writing by the Parties. In addition, this Agreement shall terminate 5 years
after the Effective Date in the event that the TUMF Improvements as specified in the Credit
Agreement is not commenced within 5 years of the Effective Date.
15.9.1 Waiver. No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party any
contractual right by custom, estoppel, or otherwise.
15.9.2 Binding Effect. Each and all of the covenants and conditions shall be
binding on and shall inure to the benefit of the Parties, and their successors, heirs, personal
representatives, or assigns. This section shall not be construed as an authorization for any Party
to assign any right or obligation.
20323.00004\30163105.2 -14-
15.9.3 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
15.9.4 Invalidity; Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions shall continue in full force and effect.
15.9.5 Consent to Jurisdiction and Venue. This Agreement shall be construed in
accordance with and governed by the laws of the State of California. Any legal action or
proceeding brought to interpret or enforce this Agreement, or which in any way arises out of the
Parties’ activities undertaken pursuant to this Agreement, shall be filed and prosecuted in the
appropriate California State Court in the County of Riverside, California. Each Party waives the
benefit of any provision of state or federal law providing for a change of venue to any other court
or jurisdiction including, without limitation, a change of venue based on the fact that a
governmental entity is a party to the action or proceeding, or that a federal right or question is
involved or alleged to be involved in the action or proceeding. Without limiting the generality of
the foregoing waiver, Developer expressly waives any right to have venue transferred pursuant to
California Code of Civil Procedure Section 394.
15.9.6 Time is of the Essence. Time is of the essence in this Agreement, and the
Parties agree to execute all documents and proceed with due diligence to complete all covenants
and conditions.
15.9.7 Counterparts. This Agreement may be signed in counterparts, each of
which shall constitute an original and which collectively shall constitute one instrument.
15.9.8 Entire Agreement. This Agreement contains the entire agreement between
AGENCY and Developer and supersedes any prior oral or written statements or agreements
between AGENCY and Developer.
[SIGNATURES OF PARTIES ON NEXT PAGE]
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of
the day and year first above written.
DEVELOPER:
PARDEE HOMES, a California corporation
______________________________
By: Michael C. Taylor
Its: President
ATTEST:
By: ________________________________
Its: ________________________________
CITY OF LAKE ELSINORE:
By: ______________________________________
Its: _______________________________________
ATTEST:
By: ________________________________
Its: ________________________________
EXHIBIT A -1
20323.00004\30163105.2
EXHIBIT “A”
LEGAL DESCRIPTION OF PROPERTY
EXHIBIT A -2
20323.00004\30163105.2
EXHIBIT A -3
20323.00004\30163105.2
EXHIBIT B-1
20323.00004\30163105.2
EXHIBIT “B”
FORMS FOR SECURITY
[ATTACHED BEHIND THIS PAGE]
EXHIBIT B-2
20323.00004\30163105.2
BOND NO. ___________________
INITIAL PREMIUM: ___________________
SUBJECT TO RENEWAL
PERFORMANCE BOND
WHEREAS, the City of Lake Elsinore (“AGENCY”) has executed an agreement with
Pardee Homes, a California corporation (hereinafter “Developer”), requiring Developer to
perform certain work consisting of but not limited to, furnishing all labor, materials, tools,
equipment, services, and incidentals for the construction of street and transportation system
improvements (hereinafter the “Work”);
WHEREAS, the Work to be performed by Developer is more particularly set forth in that
certain TUMF Improvement and Credit/Reimbursement Agreement dated
___________________________, (hereinafter the “Agreement”); and
WHEREAS, the Agreement is hereby referred to and incorporated herein by this
reference; and
WHEREAS, Developer or its contractor is required by the Agreement to provide a good
and sufficient bond for performance of the Agreement, and to guarantee and warranty the Work
constructed thereunder.
NOW, THEREFORE, we the undersigned, ______________________________, as
Principal and __________________________________, a corporation organized and existing
under the laws of the State of _________________________ and duly authorized to transact
business under the laws of the State of California, as Surety, are held and firmly bound unto the
AGENCY in the sum of _________________________________________________
($______________), said sum being not less than one hundred percent (100%) of the total cost
of the Work as set forth in the Agreement, we bind ourselves, our heirs, executors and
administrators, successors and assigns, jointly and severally, firmly by these presents.
THE CONDITION OF THIS OBLIGATION is such, that if Developer and its
contractors, or their heirs, executors, administrators, successors or assigns, shall in all things
stand to and abide by, and well and truly keep and perform the covenants, conditions,
agreements, guarantees, and warranties in the Agreement and any alteration thereof made as
therein provided, to be kept and performed at the time and in the manner therein specified and in
all respects according to their intent and meaning, and to indemnify and save harmless
AGENCY, its officers, employees, and agents, as stipulated in the Agreement, then this obliga-
tion shall become null and void; otherwise it shall be and remain in full force and effect.
As part of the obligation secured hereby, and in addition to the face amount specified
therefor, there shall be included costs and reasonable expenses and fees, including reasonable
attorney’s fees, incurred by AGENCY in successfully enforcing such obligation, all to be taxed
as costs and included in any judgment rendered.
The said Surety, for value received, hereby stipulates and agrees that no change,
extension of time, alteration or additions to the terms of the said Agreement or to the Work to be
EXHIBIT B-3
20323.00004\30163105.2
performed thereunder or the specification accompanying the same shall in any way affect its
obligations on this bond, and it does hereby waive notice of any such change, extension of time,
alteration or addition to the terms of the Agreement or to the Work.
IN WITNESS WHEREOF, we have hereto set our hands and seals this ____ day on
_____________________, 20__.
________________________________
Principal
By: ___________________________
President
________________________________
Surety
By: ___________________________
Attorney-in-Fact
EXHIBIT B-4
20323.00004\30163105.2
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE §1189
STATE OF CALIFORNIA )
COUNTY OF )
On , before me, Date Here Insert Name and Title of the Officer
personally appeared Name(s) of Signer(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 his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature
Signa
ture of Notary Public
Place Notary Seal Above
____________________________________OPTIONAL____________________________________
Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment
of this form to an unintended document.
Description of Attached Document
Title of Type of Document: Document Date:
Number of Pages: Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer’s Name:
Corporate Officer – Title(s):
Partner - Limited General
Individual Attorney in Fact
Trustee Guardian or Conservator
Other:
Signer is Representing:
Signer’s Name:
Corporate Officer – Title(s):
Partner - Limited General
Individual Attorney in Fact
Trustee Guardian or Conservator
Other:
Signer is Representing:
A notary public or other officer completing this certificate verifies only the identity of the individual who
signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of
that document.
EXHIBIT B-5
20323.00004\30163105.2
CERTIFICATE AS TO CORPORATE PRINCIPAL
I, _____________________________, certify that I am the ________________ Secretary
of the corporation named as principal in the attached bond, that
_____________________________________ who signed the said bond on behalf of the
principal was then ____________________________________ of said corporation; that I know
his signature, and his signature thereto is genuine; and that said bond was duly signed, sealed and
attested for and in behalf of said corporation by authority of its governing Board.
(Corporate Seal) _________________________________
Signature
_____________________
Date
NOTE: A copy of the power of attorney to local representatives of the bonding company may be
attached hereto.
EXHIBIT B-6
20323.00004\30163105.2
BOND NO. ___________________
INITIAL PREMIUM: ___________________
SUBJECT TO RENEWAL
LABOR & MATERIAL BOND
WHEREAS, the City of Lake Elsinore (“AGENCY”) has executed an agreement with
Pardee Homes, a California corporation (hereinafter “Developer”), requiring Developer to
perform certain work consisting of but not limited to, furnishing all labor, materials, tools,
equipment, services, and incidentals for the construction of street and transportation system
improvements (hereinafter “Work”);
WHEREAS, the Work to be performed by Developer is more particularly set forth in that
certain Improvement and Credit / Reimbursement Agreement dated
___________________________, (hereinafter the “Agreement”); and
WHEREAS, Developer or its contractor is required to furnish a bond in connection with
the Agreement providing that if Developer or any of his or its contractors shall fail to pay for any
materials, provisions, or other supplies, or terms used in, upon, for or about the performance of
the Work contracted to be done, or for any work or labor done thereon of any kind, or for
amounts due under the provisions of 3248 of the California Civil Code, with respect to such
work or labor, that the Surety on this bond will pay the same together with a reasonable
attorney’s fee in case suit is brought on the bond.
NOW, THEREFORE, we the undersigned, ______________________________, as
Principal and ____________________________________, a corporation organized and existing
under the laws of the State of _________________________ and duly authorized to transact
business under the laws of the State of California, as Surety, are held and firmly bound unto the
AGENCY and to any and all material men, persons, companies or corporations furnishing
materials, provisions, and other supplies used in, upon, for or about the performance of the said
Work, and all persons, companies or corporations renting or hiring teams, or implements or
machinery, for or contributing to said Work to be done, and all persons performing work or labor
upon the same and all persons supplying both work and materials as aforesaid, the sum of
____________________________________________________________
($_______________), said sum being not less than 100% of the total amount payable by
Developer under the terms of the Agreement, for which payment well and truly to be made, we
bind ourselves, our heirs, executors and administrators, successors and assigns jointly and
severally, firmly by these presents.
THE CONDITION OF THIS OBLIGATION IS SUCH that if Developer or its
contractors, or their heirs, executors, administrators, successors, or assigns, shall fail to pay for
any materials, provisions, or other supplies or machinery used in, upon, for or about the
performance of the Work contracted to be done, or for work or labor thereon of any kind, or fail
to pay any of the persons named in California Civil Code Section 9100, or amounts due under
the Unemployment Insurance Code with respect to work or labor performed by any such
claimant, or for any amounts required to be deducted, withheld, and paid over to the
Employment Development Department from the wages of employees of the contractor and his
EXHIBIT B-7
20323.00004\30163105.2
subcontractors pursuant to Section 13020 of the Unemployment Insurance Code with respect to
such work and labor, and all other applicable laws of the State of California and rules and
regulations of its agencies, then said Surety will pay the same in or to an amount not exceeding
the sum specified herein.
In case legal action is required to enforce the provisions of this bond, the prevailing party
shall be entitled to recover reasonable attorneys’ fees in addition to court costs, necessary
disbursements and other consequential damages. In addition to the provisions hereinabove, it is
agreed that this bond will inure to the benefit of any and all persons, companies and corporations
entitled to make claims under Sections 8024, 8400, 8402, 8404, 8430, 9100 of the California
Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this
bond.
The said Surety, for value received, hereby stipulates and agrees that no change,
extension of time, alteration or additions to the terms of the Agreement or to the Work to be
performed thereunder or the specification accompanying the same shall in any way affect its
obligations on this bond, and it does hereby waive notice of any such change, extension of time,
alteration or addition to the terms of the Agreement or to the Work.
IN WITNESS WHEREOF, we have hereto set our hands and seals this ____ day on
_____________________, 20__.
________________________________
Principal
By: ___________________________
President
________________________________
Surety
By: ___________________________
Attorney-in-Fact
EXHIBIT B-8
20323.00004\30163105.2
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE §1189
STATE OF CALIFORNIA )
COUNTY OF )
On , before me, Date Here Insert Name and Title of the Officer
personally appeared Name(s) of Signer(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 his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature
Signa
ture of Notary Public
Place Notary Seal Above
____________________________________OPTIONAL____________________________________
Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment
of this form to an unintended document.
Description of Attached Document
Title of Type of Document: Document Date:
Number of Pages: Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer’s Name:
Corporate Officer – Title(s):
Partner - Limited General
Individual Attorney in Fact
Trustee Guardian or Conservator
Other:
Signer is Representing:
Signer’s Name:
Corporate Officer – Title(s):
Partner - Limited General
Individual Attorney in Fact
Trustee Guardian or Conservator
Other:
Signer is Representing:
A notary public or other officer completing this certificate verifies only the identity of the individual who
signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of
that document.
EXHIBIT B-9
20323.00004\30163105.2
CERTIFICATE AS TO CORPORATE PRINCIPAL
I, _____________________________, certify that I am the ________________ Secretary
of the corporation named as principal in the attached bond, that
_____________________________________ who signed the said bond on behalf of the
principal was then ____________________________________ of said corporation; that I know
his signature, and his signature thereto is genuine; and that said bond was duly signed, sealed and
attested for and in behalf of said corporation by authority of its governing Board.
(Corporate Seal) _________________________________
Signature
_____________________
Date
NOTE: A copy of the power of attorney to local representatives of the bonding company may be
attached hereto.
EXHIBIT C-1
20323.00004\30163105.2
EXHIBIT “C”
DOCUMENTATION TO BE PROVIDED TO AGENCY BY DEVELOPER FOR
DETERMINATION OF CONSTRUCTION COSTS
To assist AGENCY in determining the Construction Costs for a completed TUMF
Improvement, Developer shall provide the following documents to AGENCY:
1. Plans, specifications and Developer’s civil engineer’s cost estimate;
2. List of bidders from whom bids were requested;
3. Construction schedules and progress reports;
4. Contracts, insurance certificates and change orders with each contractor or
vendor;
5. Invoices received from all vendors;
6. Canceled checks for payments made to contractors and vendors (copy both front
and back of canceled checks);
7. Spreadsheet showing total costs incurred in and related to the construction of each
TUMF Improvement and the check number for each item of cost and invoice;
8. Final lien releases from each contractor and vendor; and
9. Such further documentation as may be reasonably required by AGENCY to
evidence the completion of construction and the payment of each item of cost and invoice.
EXHIBIT “E”
TUMF CREDIT / REIMBURSEMENT ELIGIBILITY PROCESS
1. Prior to the construction of any TUMF Improvement, Developer shall follow the
steps listed below:
(a) Prepare a separate bid package for the TUMF Improvements.
(b) The plans, cost estimate, specifications and contract document shall
require all contractors to pay prevailing wages and to comply with applicable provisions of the
Labor Code, Government Code, and Public Contract Code relating to Public Works Projects.
(c) Bids shall be obtained and processed in accordance with the formal public
works bidding requirements of the AGENCY.
(d) The contract(s) for the construction of TUMF Improvements shall be
awarded to the lowest responsible bidder(s) for the construction of such facilities in accordance
with the AGENCY’s requirements and guidelines.
(e) Contractor(s) shall be required to provide proof of insurance coverage
throughout the duration of the construction.
2. Prior to the determination and application of any Credit pursuant to a TUMF
Improvement and Credit Agreement executed between AGENCY and Developer ("Agreement"),
Developer shall provide the AGENCY and WRCOG with the following:
(a) Copies of all information listed under Item 1 above.
(b) Surety Bond, Letter of Credit, or other form of security permitted under
the Agreement and acceptable to the AGENCY and WRCOG, guaranteeing the construction of
all applicable TUMF Improvements.
3. Prior to the AGENCY’s acceptance of any completed TUMF Improvement, and
in order to initiate the construction cost verification process, the Developer shall comply with the
requirements as set forth in Sections 7, 14.2 and 14.3 of the Agreement, and the following
conditions shall also be satisfied:
(a) Developer shall have completed the construction of all TUMF
Improvements in accordance with the approved Plans and Specifications.
(b) Developer shall have satisfied the AGENCY’s inspection punch list.
(c) After final inspection and approval of the completed TUMF
Improvements, the AGENCY shall have provided the Developer a final inspection release letter.
(d) AGENCY shall have filed a Notice of Completion with respect to the
TUMF Improvements pursuant to Section 3093 of the Civil Code with the County Recorder’s
Office, and provided a copy of filed Notice of Completion to WRCOG.
(e) Developer shall have provided AGENCY a copy of the As-Built plans for
the TUMF Improvements.
(f) Developer shall have provided AGENCY copies of all permits or
agreements that may have been required by various resource/regulatory agencies for
construction, operation and maintenance of any TUMF Improvements.
(g) Developer shall have submitted a documentation package to the AGENCY
to determine the final cost of the TUMF Improvements, which shall include at a minimum, the
following documents related to the TUMF Improvements:
(i) Plans, specifications, and Developer's Civil Engineer’s cost
estimates; or Engineer’s Report showing the cost estimates.
(ii) Contracts/agreements, insurance certificates and change orders
with each vendor or contractor.
(iii) Invoices from all vendors and service providers.
(iv) Copies of cancelled checks, front and back, for payments made to
contractors, vendors and service providers.
(v) Final lien releases from each contractor and vendor (unconditional
waiver and release).
(vi) Certified contract workers payroll for AGENCY verification of
compliance with prevailing wages.
A total cost summary, in spreadsheet format (MS Excel is preferred) and on disk, showing a
breakdown of the total costs incurred. The summary should include for each item claimed the
check number, cost, invoice numbers, and name of payee. See attached sample for details.
Updated: December 3, 2018
STREETNAME SEGMENTFROM SEGMENTTO MILES EXISTINGLN FUTURELN NEWLNCOST ROWCOST PLNG ENG CONTIG TOTAL COST MAXIMUM TUMF SHARE
Esplanade State Warren 3.53 2 4 $4,889,000 $2,028,000 $489,000 $1,222,000 $692,000 $9,320,000 $9,320,000
Sanderson Ramona Esplanade 3.55 4 4 $0 $0 $0 $0 $0 $0 $0
SR-79 (North Ramona)State San Jacinto 1.02 2 2 $0 $0 $0 $0 $0 $0 $0
SR-79 (San Jacinto)North Ramona Blvd 7th 0.25 2 4 $341,000 $1,116,000 $34,000 $85,000 $146,000 $1,722,000 $1,722,000
SR-79 (San Jacinto)7th SR-74 2.25 4 4 $0 $0 $0 $0 $0 $0 $0
State Ramona Esplanade 1.99 4 4 $0 $0 $0 $0 $0 $0 $0
State Gilman Springs Quandt Ranch 0.76 2 4 $1,053,000 $437,000 $105,000 $263,000 $149,000 $2,007,000 $1,138,000
State San Jacinto River bridge 0.00 2 4 $0 $0 $318,000 $795,000 $318,000 $4,611,000 $3,162,000
State Quandt Ranch Ramona 0.70 4 4 $0 $0 $0 $0 $0 $0 $0
Warren Ramona Esplanade 3.47 2 4 $4,803,000 $1,992,000 $480,000 $1,201,000 $680,000 $9,156,000 $9,156,000
Gilman Springs Sanderson State 2.54 2 4 $3,522,000 $1,461,000 $352,000 $881,000 $498,000 $6,714,000 $3,462,000
Gilman Springs Massacre Canyon Wash bridge 0.00 2 4 $0 $0 $64,000 $159,000 $64,000 $923,000 $570,000
SR-79 (Winchester)SR-74 (Florida)Domenigoni 3.23 2 2 $0 $0 $0 $0 $0 $0 $0
Corydon Mission Grand 1.53 2 4 $1,059,000 $439,000 $106,000 $265,000 $150,000 $2,019,000 $2,019,000
Diamond Mission I-15 0.24 4 6 $0 $0 $0 $0 $0 $0 $0
Franklin (integral to Railroad Canyon Interchange) I-15 interchange 0.00 0 0 $0 $0 $2,556,000 $6,390,000 $2,556,000 $37,060,000 $14,629,000
Grand Lincoln Toft 1.29 4 4 $0 $0 $0 $0 $0 $0 $0
Grand Toft SR-74 (Riverside)0.16 2 3 $110,000 $46,000 $11,000 $28,000 $16,000 $211,000 $211,000
SR-74 (Riverside)Lakeshore Grand 0.20 2 3 $122,000 $399,000 $12,000 $31,000 $52,000 $616,000 $616,000
Temescal Canyon I-15 Lake 1.21 2 4 $2,125,000 $695,000 $213,000 $531,000 $282,000 $3,846,000 $3,846,000
Temescal Canyon Temescal Wash bridge 0.00 2 4 $0 $0 $157,000 $391,000 $157,000 $2,270,000 $2,270,000
California Oaks Jefferson I-15 0.32 4 6 $110,000 $359,000 $11,000 $28,000 $47,000 $555,000 $555,000
California Oaks I-15 Jackson 0.50 6 6 $0 $0 $0 $0 $0 $0 $0
California Oaks Jackson Clinton Keith 1.76 4 4 $0 $0 $0 $0 $0 $0 $0
Jackson Whitewood Ynez 0.53 4 4 $0 $0 $0 $0 $0 $0 $0
Jefferson Palomar Nutmeg 1.02 0 4 $1,412,000 $585,000 $141,000 $353,000 $200,000 $2,691,000 $2,691,000
Jefferson Nutmeg Murrieta Hot Springs 2.37 2 6 $4,264,000 $13,943,000 $426,000 $1,066,000 $1,821,000 $21,520,000 $21,520,000
Jefferson Murrieta Hot Springs Cherry 2.26 6 6 $0 $0 $0 $0 $0 $0 $0
Keller I-215 Whitewood 0.75 2 4 $311,000 $1,018,000 $31,000 $78,000 $133,000 $1,571,000 $1,571,000
Keller I-215 interchange 0.00 0 0 $0 $0 $1,234,000 $3,086,000 $1,234,000 $17,897,000 $17,897,000
Los Alamos Jefferson I-215 1.77 4 4 $0 $0 $0 $0 $0 $0 $0
Murrieta Hot Springs Jefferson I-215 1.11 6 6 $0 $0 $0 $0 $0 $0 $0
Murrieta Hot Springs I-215 Margarita 1.48 6 6 $0 $0 $0 $0 $0 $0 $0
Murrieta Hot Springs Margarita SR-79 (Winchester)1.01 4 6 $1,395,000 $579,000 $140,000 $349,000 $197,000 $2,660,000 $2,660,000
Nutmeg Jefferson Clinton Keith 1.97 4 4 $0 $0 $0 $0 $0 $0 $0
Whitewood Clinton Keith Los Alamos 2.01 4 4 $0 $0 $0 $0 $0 $0 $0
Whitewood Los Alamos Murrieta Hot Springs 1.93 2 2 $0 $0 $0 $0 $0 $0 $0
Whitewood Murrieta Hot Springs Jackson 0.80 0 4 $1,882,000 $4,852,000 $188,000 $471,000 $673,000 $8,066,000 $8,066,000
Ynez Jackson SR-79 (Winchester)1.22 4 4 $0 $0 $0 $0 $0 $0 $0
Jefferson Cherry Rancho California 2.29 4 4 $0 $0 $0 $0 $0 $0 $0
Margarita Murrieta Hot Springs SR-79 (Temecula Pkwy)7.38 4 4 $0 $0 $0 $0 $0 $0 $0
Old Town Front Rancho California I-15/SR-79 (Temecula Pkwy)1.45 4 4 $0 $0 $0 $0 $0 $0 $0
Pechanga Pkwy SR-79 (Temecula Pkwy)Via Gilberto 1.32 6 6 $0 $0 $0 $0 $0 $0 $0
Pechanga Pkwy Via Gilberto Pechanga Pkwy 1.44 4 4 $0 $0 $0 $0 $0 $0 $0
Rancho California Jefferson Margarita 1.89 4 6 $1,255,000 $4,549,000 $126,000 $314,000 $580,000 $6,824,000 $6,824,000
Rancho California I-15 interchange 0.00 0 0 $0 $0 $1,234,000 $3,086,000 $1,234,000 $17,897,000 $12,009,000
Rancho California Margarita Butterfield Stage 1.96 4 4 $0 $0 $0 $0 $0 $0 $0
Rancho California Butterfield Stage Glen Oaks 4.26 2 4 $5,896,000 $21,377,000 $590,000 $1,474,000 $2,727,000 $32,064,000 $32,064,000
SR-79 (Temecula Pkwy)I-15 Pechanga Pkwy 0.64 6 8 $887,000 $368,000 $89,000 $222,000 $126,000 $1,692,000 $1,576,000
SR-79 (Temecula Pkwy)Pechanga Pkwy Butterfield Stage 3.08 6 6 $0 $0 $0 $0 $0 $0 $0
Briggs Scott SR-79 (Winchester)3.39 2 4 $4,695,000 $1,947,000 $470,000 $1,174,000 $664,000 $8,950,000 $8,950,000
Butterfield Stage Murrieta Hot Springs Calle Chapos 0.82 4 4 $0 $0 $0 $0 $0 $0 $0
Butterfield Stage Calle Chapos La Serena 0.70 4 4 $0 $0 $0 $0 $0 $0 $0
Butterfield Stage La Serena Rancho California 0.90 2 4 $1,580,000 $517,000 $158,000 $395,000 $210,000 $2,860,000 $2,860,000
Butterfield Stage Rancho California Pauba 0.85 4 4 $0 $0 $0 $0 $0 $0 $0
GRAND AVE
RIVERSIDE DR
TILLER LN COTTAGE LN
ULLA LN
GRAND AVE
RIVERSIDE DR
TILLER LN COTTAGE LN
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VICIN ITY MAP
Project Site
TUMF Elig ible Improvements
Legend
City Limits