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HomeMy WebLinkAboutPardee Improvement & Credit Reimbursement Agreement TUMF 01-10-17 IMPROVEMENT AND CREDIT 1 REIMBURSEMENT AGREEMENT TRANSPORTATION UNIFORM MITIGATION FEE PROGRAM This IMPROVEMENT AND CREDIT AGREEMENT ("Agreement") is entered into for identification purposes and effective as of the 10t" day of January, 2017, by and between the City of lake Elsinore, a California municipal corporation ("Agency"), and Pardee Homes, a California corporation, with its principal place of business at 1250 Corona Pointe Court, Suite 600, Corona, CA 92879 ("Developer"). Agency and Developer are sometimes hereinafter referred to individually as "Party" and collectively as "Parties RECITALS WHEREAS, Developer is the master developer of approximately 1,970 acres of real property located within the City 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 obtained from. Agency certain entitlements and/or permits for the construction of improvements on the Property, which are more particularly described as Canyon Hills Specific Plan (formerly the "Cottonwood Hills Specific Plan," as amended by the Amendment Nos. 1, 2, and 3) and Tentative Tract Map Nos. 23848, 29549, 29658, 29811, 30492, 30493, 30494, 30495, 30496, 30754, 31106, 31706, 33635, 34442, 35563, 36115, 36447, 36116, 36117, and 36118 (collectively, the "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 17 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: 2009 Update ("2009 Nexus Study"); WHEREAS, the Canyon Hills Specific Plan and that certain Project-related Development Agreement between Agency and Developer's processor in interest Pardee-Grossman/Cottonwood Canyon and amendment thereto (the "Development Agreement") were approved by the Agency prior to adoption of the TUMF and, as conditions of approval thereto, Developer completed certain regional transportation improvements. WHEREAS, pursuant to the TUMF Program, the Agency requires developers to pay the TUMF which covers the particular development's fair share of the costs to deliver those TUMF Improvements that help mitigate the traffic impacts and burdens on the Regional System of Highways and Arterials (also known as the "TUMF Network"), generated by the development and that are necessary to protect the safety, health and welfare of persons that travel to and from the development using the TUMF Network; #171565 v2 4000.128 -�- TUMF Credit Agreement WHEREAS, disputes arose between the Agency and WRCOG relating to the imposition of TUMF on the Project and by way of settlement, Agency and WRCOG entered into that certain Settlement and Release Agreement, dated January 10, 2017 (the "WRCOG Settlement Agreement"). WHEREAS, the WRCOG Settlement Agreement requires Agency to collect TUMF for the Project unless Agency and Developer enter into an improvement and credit agreement in such form as approved by WRCOG. WHEREAS, to resolve disputes as to the imposition of the TUMF on the Project, Developer, Agency, and Agency on behalf of Community Facilities District No. 2003-2 and Community Facilities District No. 2016-2 have entered into that certain Settlement Agreement dated as of January 10, 2017 (the "Pardee Settlement Agreement") in which Developer has agreed to construct certain street and transportation system improvement(s) of regional importance and defined therein as the "TUMF Improvements." Unless otherwise defined herein, all defined terms used in this Agreement shall have the same meaning as set forth in the Pardee Settlement Agreement; WHEREAS, the TUMF Improvements have been designated as having Regional or Zonal Significance as further described in the 2009 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 consistent with the terms of the Pardee Settlement Agreement, (2) to ensure that delivery of the TUMF Improvements is undertaken as if the TUMF Improvements were constructed under the direction and authority of the Agency, (3) to provide a means by which the Developer's is credited against the disputed Developer obligation to pay TUMF for the Project. 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 Camino Del Norte Improvements and Railroad Canyon Road Improvements, and as shown more specifically on the plans, profiles, and specifications which have been or will be prepared 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 #171565 Q 4000.126 -2- TUMF Credit Agreement 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 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, Agency 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. 2.3 Public Works Requirements. In order to insure 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. #171565 Q 4ODD.128 -3- TUMF Credit Agreement (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's contractors shall perform all work required to construct 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 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 #171565 Q 4000.128 -4- TUMF Credit Agreement 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 be responsible for all fees and charges relating to the construction of the TUMF Improvements, including, but not limited to, all plan check, design review, engineering and inspection 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. 5.0 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 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. 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 #171565 Q 4000.128 -5- TUMF Credit Agreement 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. Except as otherwise permitted by the Pardee Settlement Agreement, 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. 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. #171565 Q 4000.128 -6- TUMF Credit 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 sew€. . 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 seer . of this Agreement shall in no way limit or modify Developer's indemnification obligation provided in Section 12.0 of this Agreement. 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 seg. 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 fifty percent (50%) 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. #171565 Q 4000.128 -7- TUMF credit 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, its elected officials, 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 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, its elected officials, 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, its elected officials, employees, or agents. #171565 Q 4000.128 -8- TUMF Credit Agreement 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 version general liability insurance, or equivalent form, with a combined single limit of not less than Two Million Dollars ($2,000,000) per occurrence for bodily injury, personal injury, and property damage. 13.1.2 Business Automobile Liability. Business automobile liability insurance, 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, 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, its elected officials, 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. The Required Insurance shall contain standard separation of insureds provisions, and shall contain no special limitations on the scope of its protection to Agency, its elected officials, officers, employees, or agents. #171565 Q 4000.128 - - TUMF Credit Agreement 13.4 Prima Insurance Waiver of Subrogation. The Required Insurance shall be primary with respect to any insurance or self-insurance programs covering Agency, its elected officials, officers, employees, or agents. The policy required for workers' compensation insurance shall provide that the insurance company waives all right of recovery by way of subrogation against Agency 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 (36) days' prior written notice to Agency, 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 Chapter 16.83 of the Lake Elsinore Municipal Code as part of the TUMF Program is Six Million Seven Hundred Fifty-One Thousand Three Hundred Ninety-One Dollars ($6,751,391) ("TUMF Obligation"). This TUMF Obligation has been determined pursuant to the terms of the Pardee Settlement Agreement. 14.2 Fee Adiustments. Consistent with the terms of the Pardee Settlement Agreement, the TUMF Obligation shall not be adjusted. Notwithstanding the foregoing, Agency may adjust the TUMF from time to time in accordance with the provisions of Chapter 16.83 of the Lake Elsinore Municipal Code although such adjustment shall not be applicable to the Property. 14.3 Credit Offset Against TUMF Obligation. Pursuant to Chapter 16.83 of the Lake Elsinore Municipal Code and in consideration of the Pardee Settlement Agreement and Developer's obligation under this Agreement for the delivery of TUMF Improvements, the credit shall be applied by Agency to offset the TUMF Obligation ("Credit") as of the "Effective Date" of the Pardee Settlement Agreement, as such term is defined therein. #171565 Q 4000.128 -10- TUMF Credit Agreement 14.4 Verified Cost of the TUIVIF Improvements. [Not applicable — See Pardee Settlement Agreement]. 14.5 Reconciliation; Final Credit Offset Against TUMF Obligation. [Not applicable—See Pardee Settlement Agreement]. 14.6 Reimbursement Agreement. [Not applicable — See Pardee Settlement Agreement]. 15.0 Miscellaneous. 15.1 Assignment. Developer may 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 Agency 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. 15.3 Warranly as to Pro a Ownershi � Authori 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: #171565 v2 4000.128 -11- TUMF Credit Agreement To Agency: City of Lake Elsinore Attn: City Manager 130 S. Main St. Lake Elsinore, CA 92530 To Developer: Pardee Homes, inc. Attn: Mike Taylor/Jeff Chambers 1250 Corona Pointe Court, Suite 600 Corona, CA 92879 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 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. 15.10 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. 15.11 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. #171565 Q 4000.128 -12- TUMF Credit Agreement 15.12 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. 15.13 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. 15.14 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. 15.15 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original and which collectively shall constitute one instrument. 15.16 Entire Agreement. This Agreement contains the entire agreement between Agency and Developer as to the subject matter contained herein and supersedes any prior oral or written statements between Agency and Developer as to such matters.. 15.17 Limitation on Costs, Expenses and Liabilities. Notwithstanding anything in this Agreement to the contrary, Developer shall not be required to incur any costs, expenses, liabilities or charges pursuant to this Agreement in excess of the Funding Cap set forth in the Pardee Settlement Agreement. [SIGNATURES OF PARTIES ON NEXT PAGE] #171565 v2 4000.128 -13- TUMF Credit Agreement 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: Its: ATTEST r" By: S Its: V• .�� . AGENCY: CITY OF LAKE ELSINORE, a California municipal corporation By: Its: C."41�n ATTEST: By: Its: &, = APPROVED AS TO FORM: By: Its: YJIN #171565Q 4000.128 -14_ TUMF Credit Agreement EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY [ATTACH BEHIND THIS PAGE] #171565v2 4000.128 EXHIBIT A-1 TUMF Credit Agreement �' ...r�r..--w-w,w-..qr*._.. ...•.,... ., ...n.+r.r...�!r�4'-.a...rrr�rc. ...... ....,-� '........'._t..- _ , `k %H 1 e� H v The land referred, to as Cottonwood gills is situated in the County of Riverside, state of California, and is described as fotlowst TM : Section 7, Township 5 South, Range 3 west, San Bernardino Meridian, in the County of a4 Riverside. State of California, according to the official plat thareof. �+ PARCEL it It r3 The Mlorthwost autrter of the llnrthwast quarter; and the Wit half.of the Southwest if qq�utarter of the Northwest quarter of Section B, Township d South; "a 3 Wst, San 1Maarnardino Meridian, in the County of Riverside, State of California, according to the official plat thereof. ENCEL..11. .. 4 Section 11, Township d S&jth Range 4 West. Sari Bernardino Meridian, in the County of � - � Riverside. State of California, according to the official plat thereof. 14 EXCEPT that portion lying within a strip of land M.00 feet wide cY described by deed f, to TeresceI Stater Company, recorded Doc r 11. 1929 In Book 792, Page 292 of Oteds, Riverside County Ftecards. i ALSO EXCEPT Railroad Canyon Road, as described by deed to the County of Riverside. horded May 24, 1949 in Book 1070, Pale 585 of Official Records. ;•f ALSO EXCEPT theLt portion described as follows: Beginning at a point on the Southerly boundary of a county road as described by dead to the County of Riverside. recorded Nay 24, 1949 in Book 1079, Page 585 of Official Records of Rip rside County, frow which poirst the Northeast corner of said Section 11 bear% North 53�591000 East. 4,249.40 feet; b' thence on said Southerly 6oursdary line on sin 1.130_00 foot radius curve Taft (the long chard of which bears South a4 lt'00" East, 266.30 feet) 255.90 feet'. thence South 2602813D- West, 586.82 feet; thence iforth 5403903V hest, 260.OQ feet; thence North 250211130" East, 499.08 feet to the point of balinning. rr 409458 adhoc- RV:1990 00265632 49 of 80 EXHIBIT "B" FORMS FOR SECURITY [ATTACHED BEHIND THIS PAGE] #171565v2 4000.128 EXHIBIT B-1 TUMF Credit Agreement BOND NO. INITIAL PREMIUM: SUBJECT TO RENEWAL PERFORMANCE BOND WHEREAS, the [INSERT "City" OR "County"] of ("Agency") has executed an agreement with (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 obligation shall become null and void; otherwise it shall be and remain in full force and effect. #171565v2 4000-128 EXHIBIT B-2 TUMF Credit Agreement As part of the obligation securest 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 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 2f] . Principal By; President Surety By: Attorney-in-Fact #171566 Q 4000.128 EXHIBIT B-3 TUMF Credit Agreement CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) COUNTY OF On , before me, Date ere Insert Name and Title of t e cer 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 Signature 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: Signer's Name: _ Corporate Officer—Title(s): Corporate Officer—Title(s): .Partner- -:Limited General Partner- " 'Limited General Individual Attorney in Fact Individual " Attorney in Fact Trustee Guardian or Conservator Trustee " Guardian or Conservator Other: Other: Signer is Representing: Signer is Representing: #171565 v2 4000.128 EXHIBIT B-4 TUMF Credit Agreement CERTIFICATE AS TO CORPORATE PRINCIPAL 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. #173565 v2 4000.128 EXHIBIT B-5 TUMF Credit Agreement BOND NO. INITIAL PREMIUM: SUBJECT TO RENEWAL LABOR & MATERIAL BOND WHEREAS, the [INSERT "City" OR "County"] of ("Agency") has executed an agreement with (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 1 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 #171565Q 4000-128 EXHIBIT B-6 TUMF Credit Agreement 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 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 #171565 v2 4000.128 EXHIBIT B-7 TUMF Credit Agreement CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF On , before me, Date ere Insert Name and Titleate 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 Signature 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: Signer's Name: Corporate Officer—Title(s): Corporate Officer—Title(s): Partner- Limited General 'Partner- Limited General Individual Attorney in Fact Individual Attorney in Fact Trustee Guardian or Conservator Trustee " Guardian or Conservator Other: Other: Signer is Representing: Signer is Representing: #t 7t 565 v2 4000.128 EXHIBIT B-8 TUMF Credit Agreement 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. i #171565 v2 4000.128 EXHIBIT B-9 TUMF Credit Agreement EXHIBIT "C" DOCUMENTATION TO BE PROVIDED TO AGENCY BY DEVELOPER FOR DETERMINATION OF ACTUAL COSTS OF CONSTRUCTION To assist Agency in determining the Reimbursement of Actual Cost, as provided under the Pardee Settlement Agreement, the Agency may request the following documents: 1. Flans, 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; fi. 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 upon completion and prior to release of retentions; and 9. Such further documentation as may be reasonably required by Agency to evidence the construction and the payment of each item of cost and invoice. EXHIBIT C-1 TUMF credit Agreement EXHIBIT "D" REIMBURSEMENT AGREEMENT TRANSPORTATION UNIFORM MITIGATION FEE PROGRAM [Not applicable — See Pardee Settlement Agreementl. I I #171565v2 4000.128 EXHIBIT C-1 TUMF Credit Agreement EXHIBIT "D" REIMBURSEMENT AGREEMENT TRANSPORTATION UNIFORM MITIGATION FEE PROGRAM [Nat applicable— See Pardee Settlement Agreement]. #171565v2 4000,128 EXHIBIT D-1 TUMF Credit Agreement EXHIBIT `°E" TUMF CREDIT I 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 or in a manner approved by the Public Works Department. 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 or in a manner approved by the Public Works Department. e. Contractor(s) shall be required to provide proof of insurance coverage throughout the duration of the construction. 2. Prior to the commencement of construction of any TUMF Improvement 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 commence 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. Agency shall have 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. #171565 v2 4000.128 EXHIBIT E-1 TUMF Credit Agreement 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. vii. 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. [ATTACH SAMPLE, IF APPLICABLE; OTHERWISE DELETE REFERENCE TO ATTACHED SAMPLE] #171565 v2 4000.128 EXHIBIT E-2 TUMF Credit Agreement EXHIBIT "F" RECONCILIATION EXAMPLES [Not applicable — See Pardee Settlement Agreement]. #171565v2 4000128 EXHIBIT F-1 TUMF Credit Agreement