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T-5163 - Agreement/Covenant - 2/17/2005
Recording Requested by: City Cleric City of Fresno 2600 Fresno Street Fresno, Ca 93721-3603 No Fee-Govt. Code 6103 City of PUBLIC WORKS DEPARTMENT 2600 Fresno Street Fresno, California 93721-3616 (559) 621-8650 P.W. File No. 10607 SUBDIVISION AGREEMENT FOR TRACT NO. 5163, PHASE IV OF VESTING TENTATIVE MAP NO. 4384/UGM 511 , Subdivision Agreement Tract No. 5163 Page 2 THIS AGREEMENT is made this :79dayof J(4y)e— 12004, by and between the City of Fresno, a Municipal Corporation, hereinafter designated and called the "City," and REXFORD DEVELOPMENT CORP., a California Corporation, 16055 Ventura Boulevard, Suite 1127, Encino, California 91436, hereinafter designated and called the "Subdivider,"without regard for number or Gender. RECITALS A. The Subdivider has presented to the City a certain final map of a proposed subdivision of land owned by the Subdivider and located within the corporate limits of the City known and described as Tract No. 5163 (hereinafter referred to as the "Final Map" and incorporated into this agreement by this reference) and has requested the City to accept the dedications delineated and shown on the Final Map for the use and purposes specified thereon, and to otherwise approve the Final Map in order that the same may be recorded, as required by law. B. The City requires, as a condition precedent to the acceptance and approval of the Final Map, the dedication of such streets, highways and public places and easements as are delineated and shown on the Final Map, and deems the same as necessary for the public use, and also requires that any and all streets delineated and shown on the Final Map shall be improved by the construction and the installation of the improvements hereinafter specified. C. Section 12-1014 of the Municipal Code of the City of Fresno requires the Subdivider to enter into this Agreement with the City whereby Subdivider agrees to do, perform and complete the work and matters required pursuant to the Revised Conditions of Approval for Vesting Tentative Map No. 4384/UGM 511 dated July 15, 1994 issued by the City and any amendments Subdivision Agreement Tract No. 5163 Page 3 thereto(hereinafter referred to as"Conditions of Approval' and incorporated into this agreement by this reference), hereinafter set forth in detail, within the time hereinafter mentioned, in consideration of the acceptance of the offers of dedication by the City of Fresno. D. The Subdivider desires to construct the improvements and develop the subdivision. E. The Subdivider hereby warrants that any and all parties having record title interest in the Final Map which may ripen into a fee have subordinated to this instrument and that all such instruments of subordination, if any, are attached hereto and made a part of this instrument. AGREEMENT In consideration of the acceptance of the offers of dedication of the streets, highways, public ways, easements and facilities as shown and delineated on the Final Map, and in consideration of finding of substantial compliance with said Tentative Map, it is mutually agreed and understood by and between the Subdivider and the City, and the Subdivider and the City do hereby mutually agree as follows: 1. The Subdivision is subject to the following: a. The work and improvements shall be performed hereinafter specified on or before June 30, 2006, except as noted below. b. The sidewalk and driveway approach construction for the interior lots of the subdivision shall be completed on or before June 30, 2008. C. The Street Trees required for each lot shall be planted upon occupancy of each lot. The Subdivider shall notify the City Parks, Recreation and Community Services Department-Parks Division of the planting schedules. All species of Street Trees to be planted in the subdivision shall be as approved by the Parks Division. The responsibility to provide and plant,or to inspect the required Street Tree planting, shall be in accordance with the Street Trees fees paid in EXHIBIT"B,"attached hereto and made a part of this Agreement and/or the "Statement of Covenants Affecting Land Development to Plant and Maintain Front Yard Trees for Tract No. 5163,° per Resolution No. 98-129 requirements for 50 and 54-foot local street patterns. Subdivision Agreement Tract No. 5163 Page 4 d. The Issuance of building permits for any structure within the subdivision shall conform to the requirements of the prevailing Uniform Fire Code (UFC). The Subdivider's attention is particularly called to Part III, Article 9 of UFC relating to Fire Department access and water supply. No building permit shall be issued until all Fire Department access and fire fighting water supply requirements have been met. No occupancy permit shall be issued until all Fire Department requirements foroccupancy have been met. The issuance of any occupancy permits by the City for dwellings located within said subdivision shall not be construed in any manner to constitute an acceptance and approval of any or all of the streets and improvements in the subdivision. f. When a delay occurs due to unforeseen causes beyond the control and without the fault or negligence of the Subdivider, the time of completion may be extended for a period justified by the effect of such delay on the completion of the work. The Subdivider shall file a written request for a time extension with the Director of Public Works prior to the above noted date, who shall ascertain the facts and determine the extent of justifiable delays, if any. Extension of time for completion of improvements(including street trees planting) may be granted by the Public Works Director with an extension fee from the current Master Fee Schedule based upon the initial estimated total improvement cost. The Director of Public Works shall give the Subdivider written notice of his determination in writing, which shall be final and conclusive. 2. The work and improvements, more specifically shown on the referenced plans and made a part hereof, shall be done in accordance with the construction standards contained in the 2002 Edition of the City of Fresno Standard Specifications and Drawings(City Council Resolution No. 70-36 and Resolution No. 84-361) and any amendments thereto, (hereinafter referred to as "Public Works Standards") at the sole cost and expense of the Subdivider including all costs of engineering, inspection and testing. 3. The work and improvements are as follows: a. Construct all landmarks, monuments and lot corners required to locate land divisions shown on the Final Map. Subdivision Agreement Tract No. 5163 Page 5 Pursuant to Section 66497 of the State Subdivision Map Act, prior to the City's final acceptance of the subdivision and release of securities, the Subdivider shall submit evidence to the City of Fresno of payment and receipt thereof by the Subdividers engineer or surveyor for the final setting of all monuments required in the subdivision. b. All utility systems shall be installed underground. Subdividers attention is directed to the installation of street lights in accordance with Resolution No. 78-522 or any amendments or modifications which may be adopted by Council prior to the actual installation of the lights. The Subdivider shall construct a complete underground street light system as approved by the City Engineer prior to final acceptance of the subdivision. Height, type, spacing, etc. of standards and luminaries shall be in accordance with Resolution Nos. 78-522 and 88-229 or any amendments or modifications which may be adopted by Council prior to the actual installation of the lights and shall be approved by the City Engineer. C. Water main extensions and services shall be provided in accordance with applicable provisions of Chapter 14, Article 1 of the Fresno Municipal Code and all applicable charges shall apply. d. Sanitary sewer extensions and services shall be provided in accordance with applicable provisions of Chapter 9, Article 5 of the Fresno Municipal Code and all applicable charges shall apply. e. Lot drainage shall be in accordance with Section 13-120.3315 of the Fresno Municipal Code. f. All "Dead-End" Streets created by this subdivision shall be barricaded in accordance with Public Works Standards within seven (7) days from the time said streets are surfaced, or as directed by the City Engineer. g. Any temporary storm water retention basins constructed or enlarged to serve this tract shall be fenced in accordance with Public Works Standards within seven (7)days from the time said basins become operational, or as directed by the City Engineer. h. Wet-Ties shall be in accordance Sections 14-107 and 14-111 of the Fresno Municipal Code. The amounts identified below as "Wet-Tie Charges" are estimates only and serve as a deposit to cover the actual cost of construction. Should the actual construction cost be less than the deposit, the Subdivider shall be refunded the excess. Should the actual construction cost be greater than the deposit, the Subdivider shall be billed by the City of Fresno for the difference and shall be directly responsible for payment. Subdivision Agreement Tract No. 5163 Page 6 i. The Subdivider shall install the fencing/walls, landscaping and irrigation system, in accordance with the approved improvement plans (i.e., Landscape and Irrigation Plans, Grading Plans), within the landscape easement area required in the Conditions of Approval and delineated on the Final Map. The Subdivider has elected to satisfy Subdivider's obligation to maintain the landscaping and irrigation systems within certain landscape easement area by agreeing to annex the Subdivision into the City's Community Facilities District No. 2 (CFD-2) and agreeing to maintain such landscaping and irrigation systems pursuant to a covenant until the Subdivision is duly annexed into the CFD-2 and such CFD-2 is responsible for the maintenance thereafter. The Subdivider shall provide each prospective purchaser, a Notice of Special Tax in accordance with the provisions of Section 53341.5 of the California Government Code. The improvement plans for such landscaping and irrigation system shall be prepared by a licensed Landscape Architect, certified irrigation designer or other persons with landscaping and irrigation design expertise acceptable to the Planning and Development Director. j. Perform and construct all work shown on the following construction plans and any amendments thereto : i. City Drawing Nos: [10-C-8580 through 10C-8582 with Water Job No. 4950 (3 sheets) inclusive, 15-C-11798 through 15-C-11803 (6 sheets) inclusive, Drawing No. 4-C-759 (1 sheets) inclusive], unless specifically omitted herein. Install and complete all other street improvements required by Section 12-1012 of the Fresno Municipal Code in accordance with the Public Works Standards and the construction plans. k. Prior to approval of the Final Map by the City, the Subdivider shall pay to the City and/or execute a covenant to defer certain impact fees due which are eligible to be deferred by relevant FMC provisions, the total fees and charges due as a condition of Final Map approval. The total fees and charges are more particularly itemized and made a part of this agreement in the attached Exhibit"B." I. In connection with assigning figures setforth in Exhibits"A"and"B,"the City has made its best faith efforts at predicting the amounts to be credited as reimbursements for improvements that will benefit other properties. Because the subject improvements have not been completed at the time of execution of this agreement, the actual cost of construction is not yet known. Some degree of reasonable estimation is incorporated into Subdivision Agreement Tract No. 5163 Page 7 the calculations. Subdivider agrees that these figures represent City's best estimates only and that they are subject to fluctuation following calculation of actual construction costs after improvement completion and acceptance. It is further subject to Subdivider's submission and City review of a financial accounting which sets forth those actual costs, and the application, by City, of all relevant Fresno Municipal Code provisions which relate to the Subdivider's payment of fees and reimbursement thereto. This would include any pertinent provisions contained within City's Master Fee Schedule which would also apply to the payment of fees or reimbursements . 4. It is agreed that the City shall inspect all work. All of the work and improvements and materials shall be done, performed and installed in strict accordance with the approved construction plans for said work on file with the City Engineer and the Public Works Standards, which said construction plans and Public Works Standards are hereby referred to and adopted and made a part of this Agreement. In case there are not any Public Works Standards for any of said work, it is agreed that the same shall be done and performed in accordance with the standards and specifications of the State of California, Division of Highways. All of said work and improvements and materials shall be done, performed and installed under the inspection of and to the satisfaction of the City Engineer. 5. Prior to the approval by the Fresno City Council of the Final Map, the Subdivider shall furnish to the City the following improvement securities in the amounts more particularly itemized in Exhibit A. Bonds shall be by one or more duly authorized corporate sureties licenced to do business in California subject to the approval of the City and on forms furnished by the City. a. PERFORMANCE SECURITY. Total amount to equal to 100% of the Final Cost Estimated to be conditioned upon the faithful performance of this Agreement. i. 95% of the final Cost Estimate shall be in the form of a bond or irrevocable instrument of credit; and ii. 5% of the final Cost Estimate shall be in cash or a certificate of deposit. Subdivision Agreement Tract No. 5163 Page 8 b. PAYMENT SECURITY. Total amount to equal to 50% of the Final Cost Estimated to secure payment to all contractors and subcontractors performing work on said improvements and all persons furnishing labor, materials or equipment to them for said improvements. Payment Security shall be in the form of a bond or irrevocable instrument of credit. C. Any and all other improvement security as required by Section 12-1016 of the Fresno Municipal Code. 6. On acceptance of the required work by the City Engineer, a warranty security shall be furnished to or retained by the City, in the minimum amount identified in said Exhibit A, for guarantee and warranty of the work for a period of one(1) year following acceptance against any defective work or labor done or defective materials furnished. In accordance with Section 12-1016 of the Fresno Municipal Code, said warranty security shall be in the form of cash or a Certificate of Deposit. The warranty security shall be returned to the Subdivider, less any amount required to be used for fulfillment of the warranty one (1) year after final acceptance of the subdivision improvement. 7. This Agreement shall in no way be construed as a grant by the City of any rights to the Subdivider to trespass upon land rightfully in the possession of, or owned by, another, whether such land be privately or publicly owned. 8. The City shall not be liable to the Subdivider or to any other person, firm or corporation whatsoever, for any injury or damage that may result to any person or property by or from any cause whatsoever in, on or about the subdivision of said land covered by this Agreement,or any partthereof. The Subdivider hereby releases and agrees to indemnify,defend, and save the City harmless from and against any and all injuries to and deaths of persons, and all claims, demands, costs, loss, damage and liability, howsoever same may be caused, resulting Subdivision Agreement Tract No. 5163 Page 9 directly or indirectly from the performance of any or all work to be done in and upon the street rights-of-way in said subdivision and upon the premises adjacent thereto pursuant to this Agreement, and also from all injuries to and deaths of persons, and all claims, demands, costs, loss, damage and liability, howsoever same may be caused, either directly or indirectly made or suffered by the Subdivider, the Subdivider's agents, employees and subcontractors, while engaged in the performance of said work. The Subdivider further agrees that the use for any purpose and by any person of any and all of the streets and improvements hereinbefore specified, shall be at the sole and exclusive risk of the Subdivider at all times prior to final acceptance by the City of the completed street and other improvements thereon and therein. 9. The Subdivider shall remedy any defective work or labor or any defective materials and pay for any damage to other work resulting therefrom which shall occur within a period of one (1) year from the date of acceptance of the work. 10. The Subdivider and his subcontractors shall pay for any materials, provisions, and other supplies used in,upon,for,or about the performance of the work contracted to be done,and for any work or labor thereon of any kind, and for amounts due under the Unemployment Insurance Act of the State of California, with respect to such work or labor, and shall file with the City pursuant to Section 3800 of the Labor Code, a Certificate of Workers' Compensation and shall maintain a valid policy of Workers' Compensation Insurance for the duration of the period of construction. 11. Initial soils compaction testing for public utility improvement work within the right-of-way shall be ordered by and paid for by the City of Fresno. Public utility improvements shall include street surface improvements, sanitary and storm sewers, City water facilities and irrigation lines. All other compaction testing for private utility installations shall be paid for by the Subdivision Agreement Tract No. 5163 Page 10 Subdivider or his agent. Compaction testing performed for determination of compliance with Public Works Standards shall at all times remain under the control and direction of the City Engineerwho shall determine locations and depths to be tested. Any compaction tests failing to meet the City's requirements shall be reordered by the City and paid for by the Subdivider or his agent. Billing for the private utility tests and any required retesting due to failures shall be made directly to the Subdivider or his agent. 12. The Subdivider shall comply with Street, Plumbing, Building, Electrical, Zoning Codes and any other codes of the City of Fresno. 13. It shall be the responsibility of the Subdivider to coordinate all work done by his contractors and subcontractors, such as scheduling the sequence of operations and the determination of liability if one operation delays another. In no case shall representatives of the City of Fresno be placed in the position of making decisions that are the responsibility of the Subdivider. It shall further be the responsibility of the Subdivider to give the City Engineer written notice not less than two (2) working days in advance of the actual date on which work is to be started. Failure on the part of the Subdivider to notify the City Engineer may cause delay for which the Subdivider shall be solely responsible. 14. Whenever the Subdivider varies the period during which work is carried on each day, he shall give due notice to the City Engineer so that proper inspection may be provided. If Subdivider fails to duly notify City as herein required, any work done in the absence of the Engineer will be subject to rejection. The inspection of the work shall not relieve the Subdivider of any of his obligations to fulfill the Agreement as prescribed. Defective work shall be made good,and unsuitable materials may be rejected,notwithstanding the fact that such defective work and unsuitable materials have been previously overlooked by the Engineer or Inspector and Subdivision Agreement Tract No. 5163 Page 11 accepted. 15. Any damage to the sewer system, concrete work or street paving that occurs after installation shall be made good to the satisfaction of the City Engineer by the Subdivider before release of bond, or final acceptance of completed work. 16. Adequate dust control shall be maintained by the Subdivider on all streets within and without the subdivision on which work is required to be done under this Agreement from the time work is first commenced in the subdivision until the paving of the streets is completed. "Adequate dust control" as used herein shall mean the sprinkling of the streets with water or the laying of an approved dust palliative thereon with sufficient frequency to prevent the scattering of dust by wind or the activity of vehicles and equipment onto any street area or private property adjacent to the subdivision. Whenever in the opinion of the City Engineer adequate dust control is not being maintained on any street or streets as required by this paragraph, the City Engineer shall give notice to the Subdivider to comply with the provisions of this paragraph forthwith. Such notice may be personally served upon the Subdivider or, if the Subdivider is not an individual, upon any person who has signed this Agreement on behalf of the Subdivider or, at the election of the City Engineer, such notice may be mailed to the Subdivider at his address on file with the City Engineer. If,within twenty-four(24)hours after such personal service of such notice or within forty-eight(48) hours after the mailing thereof as herein provided, the Subdivider shall not have commenced to maintain adequate dust control or shall at any time thereafter fail to maintain adequate dust control, the City Engineer may,without further notice of any kind, cause any such street or streets to be sprinkled or oiled, as he may deem advisable to eliminate the scattering of dust, by equipment and personnel of City or by contract as the City Engineer shall determine, and Subdivision Agreement Tract No. 5163 Page 12 the Subdivider agrees to pay to City forthwith, upon receipt of billing therefor, the entire cost to City of such sprinkling or treated. When the surfacing on any existing street is disturbed, this surfacing shall be replaced with temporary or permanent surfacing within fourteen (14) calendar days, and the roadway shall be maintained in a safe and passable condition at all times between the commencement and final completion, and adequate dust control shall be maintained during these operations. 17. Concrete curbs and gutters, the sanitary sewer system and house connections, together with water mains, gas mains, and their respective service connections, shall be completed in the streets and alleys before starting the street and alley surfacing. 18. Time is of the essence of this Agreement, and the same shall bind and inure to the benefit of the parties hereto, their successors and assigns. 19. No assignment of this Agreement or of any duty or obligation of performance hereunder shall be made in whole or in part by the Subdivider without the written consent of City. 111 Subdivision Agreement Tract No. 5163 Page 13 The parties have executed this Agreement on the day and year first above written. CITY OF FRESNO, SUBDIVIDER a Municipal Corporation REXFORD DEVELOPMENT CORP. PUBLIC WORKS DEPARTMENT a California Corporation By: Richard K. Ehrlich, Director and President Michael T. Kim, P.E., Director ATTEST: REBECCA E. KLISCH, CMC CITY CLERK o _ � (Attach Notary Acknowledgment) By: Deputy /9(o APPROVED AS TO FORM: HILDA CANTO MONTOY City Attorney eputy FORM Subdivision Agreement LR May 20,2004 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT s - - �i State of California County of LOS A-M&ZU,115 S ss On .J SNL G Aeo 41 before me,Jf 2 Jif CVOTA Y �"✓BL lc Date—� Name and Title of Officer(e.g.,"Jane Doe,Notary Public") personally appeared Name(s)of Signer(s) ❑personally known to me proved to me on the basis of satisfactory ,1 evidence i. to be the person(,9+) whose name ishm- subscribed to t within instru ent and acknowledged to me that he/she/they executed I, AZIZ JANGBAR the same in his/herftheauthorized h COMM.#1269797 y capacity4ies ; and that by his/bs4W eif Q 2! - NOTARY PUBUC-CALIFORNIA m signature on rumenperson P the instrument the or LOS ANGELES COUNTY Jf� MyODmm.ExprcasJ*3.20Da the entity upon behalf of which the person(,e'j acted, executed the instrument. WITN y hand offic' seal. (/alurc&Notary Public OPTIONAL Though the information below is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document:S0-Ac&; ',, 106 d •S 7`3 ,1 .17 Document Date: Number of Pages: Signer(s)Other Than Named Above: Capacity(les) Claimed by Signer Signer's Name: Individual Top of thumb Here ❑ Corporate Officer—Title(s): ❑ Partner—❑ Limited ❑General ❑ Attorney-in-Fact .- ❑ Trustee ❑ Guardian or Conservator as ❑ Other: Il Signer Is Representing: C,`�S�`�S�`4�`•t>`Z`•t>`Ct>`�C:`�t>`Ct>�CtSCt>`Ct>`�:`�i?�,`�C.`C_`.L';`�t9Ct>`�`t>'�`t>`'�`�t:`�S�`t�?�`�.Z:CS�."Z`<>`�i?Ctj`E`:�?�`t9�i L_'t1�`CS�4�=G'�Jb';T' 0 1999 National Notary Association-9350 De Soto Ave.,P.O.Box 2402•Chatsworth,CA 91313.2402•www.nationalm(ary.org Prod.No.5907 Reorder:Call Toll-Free 1.600-676-6627 EXHIBIT A Subdivision Agreement for Tract 5163 A. APPROVED PUBLIC IMPROVEMENT CONSTRUCTION COST ESTIMATES Water System Construction Cost Estimate $52,667 Well Construction Cost Estimate $0 Sewer System Construction Cost Estimate $48,884 Street Construction Cost Estimate $627,048 Final Cost Estimate(for Inspection Fee purposes) $728,599 133 Landmarks, Monuments, Lot& Block Comers($50/ea) $6,650 Sub-Total (for bonding purposes) $735,249 Construction Contingency(10%) $73,59S, TOTAL COST ESTIMATE* (for improvement securities purposes) $808,774 $809,000 *All amounts rounded to nearest$1000 B. IMPROVEMENT SECURITY REQUIREMENTS (due with subdivision agreement) Performance Security (100%of Total Cost Estimate) 95%of amount shall be in the form of a bond by duly authorized corporate sureties or irrevocable letter of credit $769,000 5%of amount shall be in cash or a Certificate of Deposit $40,000 Payment Security (50%of Total Cost Estimate) 100%of amount shall be in the form of a bond by duly authorized corporate sureties or irrevocable letter of credit $404,500 Faithful Performance Security to Guarantee Completion of Plans Street Plans $0 Utility Plans(Sewer.Water, Storm Water) $0 Street Light Plans $0 Landscaping/Irrigation/Walls L $0 100%of amount shall be in cash or a Certificate of Deposit I $0 C. WARRANTY SECURITY REQUIREMENT*(due as condition of acceptance of the work) 5% of first$50,000 of the Total Cost Estimate $3,000 3%of next$50,000 $2,000 1%of next$400,000 $4,000 0.5%of amount over$500,000 $1,500 Minimum amount $10,500 EXHIBIT A v4/28/00 Prepared By: Frank Date: 05/19/04 Print Date:05/19/04 2:48:05 PM Page 1 of 1 EXHIBIT B Subdivision Agreement for T- 5163 NET AMOUNT AMOUNT EXTENSION DUE DEFERRED A. MISCELLANEOUS FEES&CHARGES 1. INSPECTION FEE $0 Final Cost Estimate<$10K nal (11.52%;$600 minimum fee) 0 Final Cost Estimate>$10K<$500K na ($4836+3.25%of amount over$10K) 728 599 Final Cost Estimate over$500K $30 165.58 ($20,793+4.1%of amount over$500K) Less Inspection Fees paid with Early Sewer/Water Construction Agreement $0.00 Less Inspection Fees paid with Early Street Construction Agreement Inspection Fee 1 $30 165.56 $30,165.56 2. MONUMENT CHECK FEE 69 Lots and Outiots @ $30.00 per Lot 1 $2,070.001 $2 070.00 (Min$200) 3. STREET SIGNS ©Street Name Sign sets @ $173.00 per set $1 038.001 $1,038.001 ©Waming/Regulatory signs (a3 $77.00 sign $462.00 $482.00 4. STREET TREES �0 City installed(15-gallon)Street Trees Q $129.00 per Tree na na O Inspection Fee(when planted by subdivider) @ 30.00 per Tree na na Trees by Covenant(Resolution 98-129;2 tress/Lot fronting 50'streets) 5. STREET RIGHTS OF WAY ACQUISITION/CONSTRUCTION CHARGE per FMC 11-226(Q(6 Lum Sum Charge as established by Public Works Director na na 6. LANDSCAPE MAINTENANCE DISTRICT FEES(CFD-2) ®Lots(anticipated maintenance cost) @ 0.00 per Lot Lots(Incidental expenses:legal tees, ��Lot publications,mailings,engineering, ($1,500 68 assessment district proceedings Q $0.00 min) $2 300.00 Lum Sum Landscape area Field Inspection Fee-Parks @ 305.00 LS E7 $305.00 Total $2 605.00 $2 805.00 $41.00 Estimated assessment per Lot(information only) 7. IRRIGATION PIPELINE(one-time maintenance fee) Lineal Feet Q $5.00 per LF na na 8. URBAN RESERVE 41 CORRIDOR NEXUS STUDY CONTRIBUTION Freeway-41/Friant Road/Hemdon Corridor 0.0000 Adjusted Gross Acres Q $250.00 per AG Ac na na TOTAL MISCELLANEOUS FEES&CHARGES $36,340.56 $36,340.56 EXHIBIT B v11101101 Printed 05/19/04 2:57:40 PM Page 1 of 4 EXHIBIT B Subdivision Agreement for T 5163 .• NETAMOUNT AMOUNT EXTENSION DUE DEFERRED B. IMPACT FEES,CONSTRUCTION CREDITS&FEES TO BE DEFERRED 14.9478 Gross Acres 13.6852 Adjusted Gross Acres(AG Ac); excludes Area of Arterial&Collector Streets 68 Units(residential) R-1 Zoning u m Input"ugm"If within the Urban Growth Management Area or"no" 1. LOCAL DRAINAGE FEES Local Drainage Fee $0.00 $0.00(B1) (131)All or portion of fee obligation satisfied pursuant to FMFCD agreement. 2. SEWER CONNECTION CHARGES (a)Lateral Sewer Charge 0 SF; sub-total Lateral Sewer Charge @ $0.10 per SF (b)Oversize Sewer Charge 19 UGM Reimbursement Area 0 SF;sub-total Oversize Sewer Charge @ $0.05 per SF (c)Trunk Sewer Charge Grantland Trunk Sewer Service Area 68 Units @ $419.00 per Unit 1 $28,492.001 $28 492.00 (d)Wastewater Facilities Charge Fee to be paid at the rate in effect at time of issuance of building permit.The fee rate currently in effect is$2,119 per Unit(FMC 9-503-b) (e) Sewer Capacity Enhancement Charge na Trunk Sewer Service Area 68 Units @ $0.00 per Unit na na ( Co r Avenue Sewer Lf(t Station Benefit Service Area @ per ® 0 Units $650.00 r Unit na na ( Fowler Trunk Sewer Interim Fee Surety 00 Units @ $1 000.00 per Unit na nal 3. WATER CONNECTION CHARGES (a)Time 6 Material-Charges("Wet-Tie") 2003 1009 Estimate Number 4950 Water Job Number Estimated Deposit(FMC 14-111-f) 1 $5,800.001 $5 800.00 (bJ Service Connection Charges 67 1"Meters to existing services @ $320.00 each $21,440.00 $0.00 $21,440.00 21 440.00 1 1-112"Meters to existing@ services 470.00 each $470.00 $0.00 $470.00 (c)Frontage Charge 0 LF; sub-total Frontage Charge(full rate) @ $6.50 per LF na EXHIBIT B A 1/01/01 Printed 05/19/04 2:57:40 PM Page 2 of 4 EXHIBIT B Subdivision Agreement for T- 5163 NET AMOUNT AMOUNT EXTENSION DUE DEFERRED (d)Transmission Grid Main Charge B UGM Reimbursement Area 14.9478 Gross Acres @ $580.00 per Gr Acre $8 370.77 Less Estimated TGM Construction Credits F $13,160,001 Transmission Grid Main Charge 1.. $0.001 IPaid w/Credits (e)Transmission Grid Main Bond Debt Service Charge 14.94781 Gross Acres @ $243.00 per Gr Acre $3 632.32 Less Estimated TGM Bond Debt Service Charge Credits Transmission Grid Main Bond Debt Service Charge $ .321 $0.E0:]- 0.00 Subject to vesting tentative map date,fee may not be applicable until 2-years after date of Final Map recordation;when applicable,fee is due at Building Permit for all un-developed lots at the fee rate then in effect. ( UGM Water Supply Fee 201s Supply Well Service Area 68 Living Units(residential) @ $354.00 per Unit F $24 072.00 Less Estimated UGM Water Supply Fee Construction Credits UGM Water Supply Fee $24,072.001 $24,072.001 ( Well Head Treatment Fee 2011 Well Head Treatment Service Area 68 Living Units(residential) @ $0.00 per Unit F $0.00 ft Recharge Fee 201 Recharge Service Area 68 Living Units(residential) @ $0.00 per Unit $0.00 (1 1994 Bond Debt Service Fee 201 1994 Bond Debt Service Fee Service Area 68 Living Units(residential) @ $0.00 per Unit $0.00 4. URBAN GROWTH MANAGEMENT(UGM)FEES&CONSTRUCTION CREDITS (a UG�TAe St FEE 17 Fire Station Service Area 14.9478 Gross Acres @ $807.00 per Gr Acre $12062.87 $0.00 $12,062,871 (b)UGM NEIGHBORHOOD PARK FEE 4 Neighborhood Park Service Area 14.9478 Gross Acres @ 1 230.00 per Gr Acre $18,385.79 $0.00 $18,385.79 (c UGM MAJOR STREET CHARGE E 4 Major Street Zone 13.6852 Adjusted Gross Acres @ 1 $2,435. per AG Ac F-1-33,323.461 Less Estimated Major Street Charge Construction Credits Major Street Charge $33,323.461 $0.00 1 $33,323,461 EXHIBIT B v11/01/01 Printed 05/19/04 2:57:40 PM Page 3 of 4 EXHIBIT B Subdivision Agreement for T- 5163 NET AMOUNT AMOUNT EXTENSION DUE DEFERRED (d)UGM MAJOR STREET BRIDGE CHARGE E 4 Major Street Bridge Zone 13.6852 Adjusted Gross Acres @ $135.00 per AG Ac $1 847.50 Less Estimated Major Street Bridge Charge Construction Credits Major Street Bridge Charge $1,847,501 $0.00 $1 847.50 (e)UGM TRAFFIC SIGNAL CHARGE 13.6852 Adjusted Gross Acres @ $860.00 per AG Ac $11 789.27 Less Estimated Traffic Signal Charge Construction Credits Traffic Signal Charge $11,769.271 —$-00-01 1 $11 769.27 ( UGM GRADE SEPARATION CHARGE Grade Separation Service Area 13.6852 Adjusted Gross Acres @ $0.00 per AG Ac na ( UGM TRUNK SEWER FEE Trunk Sewer Service Area 13.6852 Adjusted Gross Acres @ $0.00 per AG Ac na (h)OVERLAY EW SERVICE AREA Millbrook overt ay Service Area 13.6852 Adjusted Gross Acres @ $0.00 per AG Ac Total Impact Fees.&Charges $161,295.21 $58,364.00 $99 298.89 Note: EXTENSION total includes net results of construction credits SUMMARY TOTAL(A) MISCELLANEOUS FEES&CHARGES $36,340.56 TOTAL(B) IMPACT FEES&CHARGES $58,364.001 $99 298.89 TOTAL SUBDIVISION FEES and CHARGES DUE WITH AGREEMENT cash $94,704.56 EXHIBITS 01/01/01 Printed 05/19/04 2:57:40 PM Page 4 of 4 Bond Number:CDS60722 Premium: $11,535.00-- N ' FM-RIFUL .. FOR.MANC:EN NQ. (Subdivision Agreement) WHEREAS, the City Council of the City of Fresno, State of California, and Rexford Development Corp. (herein designated as"principal") have entered into an agreement whereby principal agrees to install and complete certain designated public improvements, which said agreement, dated June 4th -2004 and identified as project Tract No. 5163 is hereby referred to and made a part hereof; and, WHEREAS, said principal is required under the terms of said agreement to fumish a bond for the faithful performance of said agreement. NOW, THEREFORE, we, the principal and WESTERN INSURANCE COMPANY , as surety, are held and firmly bound unto the City of Fresno, (hereinafter called "City"), in the penal sum of Seven Hundred Sixty Nine Thousand&00/100 dollars ($769,000.00-- ) lawful money of the United States, for the payment of which sum well and truly be made,we bind ourselves, our heirs, successors, executors and administrators, jointly and severally, firmly by these presents. The condition of this obligation is such that if the above bounded principal, his or it's 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 and provisions in the said agreement and any alteration thereof made as therein provided, on his or their part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify and save harmless the City, its officers, agents and employees, as therein stipulated, then this obligation 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 City in successfully enforcing such obligation, all to be taxed as costs and included in any judgement rendered. The surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the agreement or to the work to be performed thereunder or the specifications accompanying the same shall in anyway 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 or to the specifications. Faithful Performance Bond (Subdivision Agreement) Page 2 In witness whereof, this instrument has been duly executed by the principal and surety above named, on Tune 4th , 2004 WESTER/Nd INSURANCE COMPANY By: t— ifCezw Caroline Brown,L.Brown,Attorney-in-Fact By: Principal Address of Surety Rexford Development Corp. 3301 S.Virginia St.,Reno,NV 89502 By: By. Surety Acknowledgment by attorney-in-fact must be attached. Bond Form.wpd Revised 05/14/2001 ACKNOWLEDGMENT OF CORPORATE SURETY STATE OF NEVADA ) ss County of Clark ) On this 4th day of June 2004 before me appeared Caroline L. Brown to me personally known, who being by me duly sworn, did say that he is the aforesaid officer or attorney in fact of the WESTERN INSURANCE COMPANY a corporation; that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by; the aforesaid officer, by authority of its Board of Directors; and the aforesaid officer acknowledged sai free act and deed of said corpora- tion. NOTARY PUBLIC STATE OF NEVADA - County of Clark MARY M. PAXSON My Commission Expir No:02-77067-1 w-- nny Appointment Expires Aug.t, Notary Public August 1 , 2006 Clark County, Nevada WESTERN INSURANCE COMPANY POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That WESTERN INSURANCE COMPANY, a corporation organized and existing under the laws of the State of Nevada and having its principal office at the City of Reno,in the State of Nevada,does hereby constitute and appoint Caroline L.Brown of the City of RENO,State of NEVADA its true and lawful Attorney(s)-in-Fact,each in their separate capacity if more than one is named above,to sign its name as surety to,and to execute,seal and acknowledge any and all bonds,undertakings,contracts and other written instruments in the nature thereof on behalf of the Company in its business of guaranteeing the fidelity of persons;guaranteeing the performance of contracts; and executing the guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law. In Witness Whereof, the said WESTERN INSURANCE COMPANY has caused this instrument to be sealed with its corporate seal, duly attested by the signatures of its President and Secretary,this 5TH day of February, 1994. WESTERN INSURANCE COUPANY CPtr40P 0*4, €y_ g (Sed) By 3 SEAL =% « President ti 1994 s, a� (Signed) BY STATE OF NEVADA) Secretary SS: �► RENO ) �0 On this 6TH day of FEBRUARY,1994,before me personally camv �RO'ITMA ���,5�'d�nt of the WESTERN INSURANCE COMPANY and CAROL B.INGALLS,Secretary of said Company,with both of whom I am. acquainted( llemg bA�on;tffi! rally duly sworn,said,that they,the said DICK L.ROTTMAN and CAROL B.INGALLS were respectively the P and the Se yRof`the said MSURANCE COMPANY,the corporation described in and which executed the foregoing Power of Atto. e t ey each gd�seal of said the seal affixed to said Power of Attorney was such corporate seal,that it was so affixed by order o and of said corpo d thLsignednames thereto by like order as President and Secretary, respectively,of the Company.My Commission expires the 16TH day in OER'19 o NOTARY PUBLIC This Power of Attorney is granted under and by authority of the following Resolutions adopted by the Board of Directors of the WESTERN INSURANCE COMPANY on February 4, 1994: RESOLVED,that in connection with the fidelity and surety insurance business of the Company,all bonds,undertakings,contracts and other instruments relating to said business may be signed,executed,and acknowledged by persons or entities appointed as Attomey(s)-in-Fact pursuant to a Power of Attorney issued in accordance with these resolutions.Said Power(s)of Attorney for and on behalf of the Company may and shall be executed in the name and on behalf of the Company,either by the Chairman,or the President,or a Vice President,jointly with the Secretary,under their respective designations.The signature of such officers may be engraved,printed or lithographed.The signature of each of the foregoing officers and the seal of the Company may be affixed by facsimile to any Power of Attorney or to any certificate relating thereto appointing Attomey(syin-Fact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof,and,unless subsequently revoked and subject to any limitations set forth therein,any such Power of Attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding upon the Company with respect to any bond or undertaking to which it is validly attached. RESOLVED,that Attorney(s)-in-Fact shall have the power and authority,unless subsequently revoked and,in any rase,subject to the terms and limitations of the Power of Attorney issued to them,to execute and deliver on behalf of the Company and to attach the seal of the Company to any and all bonds and undertakings,and other writings obligatory in the nature thereof,and any such instrument executed by such Attomey(s)-in-Fact shall be as binding upon the Company as if signed by an Executive Officer and sealed and attested to by the Secretary of the Company. I,CAROL B.INGALLS,Secretary of the WESTERN INSURANCE COMPANY,do hereby certify that the foregoing is a true excerpt from the Resolution of the said Company as adopted by its$pard of Directors on February 4, 1994 and that this Resolution is in full force and effect. I,the undersigned Secretary of the WESTERN INSURANCE COMPANY do hereby certify that the foregoing Power of Attorney is in full force and effect and has not been revoked. In'Ibstimony Whereof,I have hereunto set my hand and the seal of the WESTERN INSURANCE COMPANY on this 4 th day of June xN 2004 �P",COPY Oq,�lfo IL SEAL retary 1994 c BD ED(2-94) min"E Bond Number:CDS60722 Premium: N/A Pr4YMNT BC111D. (Subdivision Agreement) WHEREAS, the City Council of the City of Fresno, State of California, and Rexford Development Corp. (hereinafter designated as"principal")have entered into an agreement whereby principal agrees to install and complete certain designated public improvements, which said agreement, dated June 4th 2004 and identified as project Tract No. 5163 is hereby referred to and made a part hereof, and, WHEREAS, under the terms of said agreement, principal is required before entering upon the performance of the work, to file a good and sufficient payment bond with the City of Fresno to secure the claims to which reference is made in Title 15 (commencing with Section 3082) of Part 4 of Division 3 of the Civil Code of the State of California. NOW,THEREFORE,said principal and the undersigned as corporate surety, are held firmly bound unto the City of Fresno and all contractors, subcontractors, laborers, material men and other persons employed in the performance of the aforesaid agreement and referred to in the aforesaid Code of Civil Procedure in the sum of Four Hundred Four Thousand Five Hundred &00/100 dollars ($404,500.00--:_____), for materials furnished or labor thereon of any kind, or for amounts due the Unemployment Insurance Act with respect to such work or labor, that said surety will pay the same in an amount not exceeding the amount herein above set forth, and also in case suit is brought upon this bond, will pay, in addition to the face amount thereof, costs and reasonable attorney's fees, incurred by City in successfully enforcing such obligation, to be awarded and fixed by the court, and to be taxed as costs and to be included in the judgement therein rendered. It is hereby expressly stipulated and agreed that this bond shall inure to the benefit of any and all persons, companies and corporations entitled to file claims under Title 15 (commencing with Section 3082) of Part 4 of Division 3 of the Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this bond. Should the condition of this bond be fully performed, then this obligation shall become null and void, otherwise it shall be and remain in full force and effect. The surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of said agreement or the specifications accompanying the same shall in any manner affect its obligations on this bond, and it does hereby waive notice of any such change, extension, alteration or addition. Subdivider's Payment Bond (Subdivision Agreement) Page 2 In witness whereof, this instrument has been duly executed by the principal and surety above named, on June 4th , 2004 WESTERN INSURANCE COMPANY Caroline L.Brown,Attorney-in-Fact By: Principal Address of Surety 3301 S.Virginia St.,Reno,NV 89502 Rexford Development Corp. By- By: yBy: Surety Acknowledgment by attorney-in-fact must be attached. Bond Form.wpd Revised 05/14/2001 ACKNOWLEDGMENT OF CORPORATE SURETY STATE OF NEVADA ) ss County of Clark ) On this 4th day of June 2004 , before me appeared Caroline L.Brown to me personally known, who being by me duly sworn, did say that he is Me resaid officer or attorney in fact of the WESTERN INSURANCE COMPANY a corporation; that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by; the aforesaid officer, by authority of its Board of Directors; and the aforesaid officer acknowledged sai jXACIA free act and deed of said corpora- tion. NOTARY PUBLIC STATE OF NEVADA County of Clark My Commission Expir No:02-77067-1 MARY M. PAXSON My Appointment Expires Aug.1, Notary Public August 1 , 2006 Clark County, Nevada • WESTERN INSURANCE COMPANY POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That WESTERN INSURANCE COMPANY, a corporation organized and existing under the laws of the State of Nevada and having its principal office at the City of Reno,in the State of Nevada,does hereby constitute and appoint Caroline L.Brown of the City of RENO,State of NEVADA its true and lawful Attomey(s)-in-Fact,each in their separate capacity if more than one is named above,to sign its name as surety to,and to execute,seal and acknowledge any and all bonds,undertakings,contracts and other written instruments in the nature thereof on behalf of the Company in its business of guaranteeing the fidelity of persons;guaranteeing the performance of contracts; and executing the guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law. In Witness Whereof, the said WESTERN INSURANCE COMPANY has caused this instrument to be sealed with its corporate seal, duly attested by the signatures of its President and Secretary,this 5TH day of February,1994. WESTERN INSURANCE COMPANY -P1�cOPPORItfe� (Sed) By %: SEAL 9s4 .5 President E'0'r %s,'Q (Signed) By Com' STATE OF NEVADA) Secretary SS: RENO ) VO`� On this 5TH day of FEBRUARY,1994,before me personally camROTTMAN, i��ht of the WESTERN INSURANCE COMPANY and CAROL B.INGALLS,Secretary of said Company,with both of whom I am 11 acquainted( Il mg by me erally duly sworn,said,that they,the said DICK L.R(Yr MAN and CAROL B.INGALLS were respectively the l . and the Stf }of'the said WF{ SURANCE COMPANY,the corporation described in and which executed the foregoing Power of Attoe t ey each QO 6 sea]of sai jet}ojn;that the seal affixed to said Power of Attorney was such corporate seal,that it was so affixed by order o and of said corpo did th ey signed their names thereto by like order as President and Secretary, respectively,of the Company. My Commission expires the 16TH day in O ER19 NOTARY PUBLIC This Power of Attorney is granted under and by authority of the following Resolutions adopted by the Board of Directors of the WESTERN INSURANCE COMPANY on February 4, 1994: RESOLVED,that in connection with the fidelity and surety insurance business of the Company,all bonds,undertakings,contracts and other instruments relating to said business may be signed,executed,and acknowledged by persons or entities appointed as Attorney(s)-in-Fact pursuant to a Power of Attorney issued in accordance with these resolutions.Said Power(s)of Attorney for and on behalf of the Company may and shall be executed in the name and on behalf of the Company,either by the Chairman,or the President,or a Vice President,jointly with the Secretary,under their respective designations.The signature of such officers may be engraved,printed or lithographed.The signature of each of the foregoing officers and the seal of the Company may be affixed by facsimile to any Power of Attorney or to any certificate relating thereto appointing Attorney(s)-in-Fact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof,and,unless subsequently revoked and subject to any limitations set forth therein,any such Power of Attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding upon the Company with respect to any bond or undertaking to which it is validly attached. RESOLVED,that Attorney(s}in-Fact shall have the power and authority,unless subsequently revoked and,in any case,subject to the terms and limitations of the Power of Attorney issued to them,to execute and deliver on behalf of the Company and to attach the seal of the Company to any and all bonds and undertakings,and other writings obligatory in the nature thereof,and any such instrument executed by such Attorney(s)-in-Fact shall be as binding upon the Company as if signed by an Executive Officer and sealed and attested to by the Secretary of the Company. I,CAROL B.INGALLS,Secretary of the*ESTERN INSURANCE COMPANY,do hereby certify that the foregoing is a true excerpt from the Resolution of the said Company as adopted by its Board of Directors on February 4, 1994 and that this Resolution is in full force and effect. I,the undersigned Secretary of the WESTERN INSURANCE COMPANY do hereby certify that the foregoing Power of Attorney is in full force and effect and has not been revoked. In 7bstimony Whereof,I have hereunto set my hand and the seal of the WESTERN INSURANCE COMPANY on this 4 th day of June xic 2004 e' S RAN '? OPPOR SEAL 'E cretary s, 1994 a• BD ED(2-94) yE F