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HomeMy WebLinkAbout1992-03-24 - AGENDA REPORTS - GVR ASMT DIST TTM 43145 45022 (2)AGENDA REPORT City Manager Item to be presented bey:'," NEW BUSINESS DATE: March 24, 1992 SUBJECT: GOLDEN VALLEY ROAD ASSESSMENT DISTRICT FUNDING AND ACQUISITION AGREEMENT Vesting Tentative Tract Map Nos. 43145, 45022,.48892, & 48893 DEPARTMENT: Community Development On January 28, 1992 the Council approved a Funding and Acquisition Agreement with a developer, AMCAL Golden Fund XXVII8, which would require the developer to participate in the .funding of the construction of Golden Valley Road between the Antelope Valley Freeway and Sierra.Highway. In addition to that action, the Council directed staff to develop funding and acquisition agreements of a similar_ nature with the four other developers who have been conditioned to improve Golden Valley Road within the limits described above. Attached is a funding and acquisition agreement which will accomplish the Council's previous direction. This agreement is similar to but not exactly the same as the one approved for the AMCAL project. The Council and the Planning Commission felt that since the AMCAL project had direct access to the Antelope Valley Freeway without impacting adjacent streets and that the developer had graded his project and installed substantial infrastructure improvements, that their agreement should be a little different than for the other four developers. The basic difference is that since the other developers have not begun any physical improvements to their property, their projects are conditioned such that the City would be guaranteed improvements of Golden Valley Road before they record any maps on their sites and prior to any lot sales to prospective residents. In order to facilitate the development of these projects and the construction of Golden Valley Road, the City is agreeing to extend the time for completion of these maps .an additional one year to allow a 3.0 to 1 value -to -lien ratio for the project, and to allow the Golden Valley Road improvements to be constructed in two phases. The 3.0 to 1 value -to -lien ratio is a compromise which recognizes the current economic conditions and the lack of substantial improvements on any of the properties. The City is still guaranteed that there is sufficient value in the land to be reasonably sure that bond payments will be made. Phasing of the project will also provide assistance to the developers so that they can increase the value of their properties through Phase I in order to provide sufficient value -to -lien ratio for the construction of Phase II. A major departure from our previous discussions regarding this project is our recommendation that the project be done in two phases. Phase I and Phase II are depicted on the attached map. Phase I would be the construction of full— improvements between Green Mountain Drive and Sierra Highway with the exception of the improvements across Tentative Tract 48892. ? Con� ti Agenda Item:��=�— nued Yo. a GOLDEN VALLEY ROAD ASSESSMENT DISTRICT FUNDING AND ACQUISITION AGREEMENT Page 2 The improvements across Tract 48892 will be limited to two lanes of traffic in each direction, the construction of a trail system on the south side of the roadway and sufficient landscaping to exhibit a continuance of planning throughout the entire project. Once this portion of the project is constructed, Phase II would follow as soon as development occurs in the area sufficient to exhibit a value -to -lien ratio 3.0 to 1 so that bonds may be sold to construct Phase II. An alternate proposal would be that Phase II would be completed by the developer of Tentative Tract 48892, as a result of the conditions of their project. Thus, when that project develops, the subdivider will be installing those additional improvements which will complete all of Golden Valley Road. In conjunction with this project, the City currently has a funding and acquisition agreement with AMCAL that insures the completion of Golden Valley Road between Green Mountain Drive and the Antelope Valley Freeway. Therefore, once this funding and acquisition agreement is completed, there will be commitments to complete Golden Valley Road between the Antelope Valley Freeway and Sierra Highway. We place a lot of emphasis on the value -to -lien ratio in our discussions with the developer, and it would be appropriate to briefly describe what its importance is to these projects. Since the City intends to sell bonds to construct these improvements, the security for the bonds is the property being assessed. Therefore, any bondholder that does not receive their payment could foreclose on the properties. themselves. The City would not be obligated for any of these funds. Our only involvement is to proceed with the sale of the property should any payments to bondholders be interrupted. The rationale for a high value -to -lien ratio is that property owners would find whatever means necessary to pay bond payments rather than have foreclosure on their property. We have also provided in the agreement that if any properties have less than the required 3.0 to 1 value -to -lien ratio that sufficient securities acceptable to the City be deposited such that there is a guarantee that payments will be made to bondholders. Other essentials of the agreement are as follows: • Property owners purchasing any of the lots within these proposed developments would not be subject to any tax assessments -which would exceed 2% of the assessed value of their property. • No project would be approved for map recordation and sale of individual lots until such time as bonds are sold for Phase I of the project, which guarantees the installation of at least two full lanes of travel in each direction plus most of the other improvements between Green Mountain Drive and Sierra Highway. • The City retains all discretion and approval of theassessmentdistrict. • Any improvements installed prior to the formation of the assessment district which are eligible for acquisition will be reimbursed out of the bond issue or dedicated as part of the map approval. • Any increase in assessments as a result of phasing of the project would be borne by the developers and not the property owners. GOLDEN VALLEY ROAD ASSESSMENT DISTRICT FUNDINGAND ACQUISITION AGREEMENT Page 3 The Planning Commission has approved in concept the Funding and Acquisition Agreement and has required its execution by the developers as a condition.of the :one-year extension for each of the maps. They also recommend that the Council approve the agreement in order to facilitate the completion of the Golden Valley Road improvements. Review, approve and authorize the Mayor to sign the Golden Valley Road Assessment District Funding and Acquisition Agreement with each of the four developers indicated above. Direct staff to continue processing the formation of the Golden Valley Road Assessment District. ATTACHMENTS Assessment District No. 90-1 Golden Valley Road Map Funding and Acquisition Agreement hds:619 G. H. Palmer Associates paal Eotate Oavelopment March 24, 1992 Ms. Lynn Harris Deputy City Manager/ Community Development CITY OF SANTA CLARTTA 23920 Valencia Blvd., Suite 300 Santa Clarita, CA 91355 /I11t� 1 err• .•r•. 1• Dear Lynn: In accordance with the City's request, Vista Terrace Properties, Ltd., a California limited partnership, ("Vista Terrace") the owner of the real property which is the subject of Vesting Tentative Tract Map 45022, hereby consents to the Funding and Acquisition Agreement in the form executed by Vista Terrace and presented to the City. In this regard, Vista Terrace hereby agrees that it will not collaterally attack the Funding and Acquisition Agreement based on Vista Terrace's consent. Vista Terrace hereby requests that the City not remove the approval of the Funding and Acquisition Agreement from the City Council Agenda scheduled for March 24, 1992. Very truly yours, Vista Terrace Properties, Ltd., a California lilimitedparttnnershi ora,..emu cc: Commissioner Jerry Cherrington Commissioner Jack Woodrow Commissioner Pat Modugno (cc's continued on next page) - .-- — — ...mw Ora iae ANOrLes. CA JrC N'AL eoo,aa [q1 W ao-,.a, rxa flax'21 *' 207-12iGR inR-G+'i J7G iD•44 rRLA 0 M rFL.LM n>DL Ms. Lynn Harris March 24, 1992 �y Page 2 Commissioner Louis Braithwaite Commissioner Dave Doughman Coucilmember Jo Anne Darcy Councilmember Jan Heidt Councilmember Howard McKeon Councilmember Carl Boyer The Honorable Jill Klajic, Mayor of the City of Santa Clarity Mr. George Caravalho Mr. Ken Pulskamp Ms. Andrea Daroca Mr. Jeff Kolin Mr. John Medina Mr. Richard Ashburn, Jr. Mr. Richard Kopecky Maryann Goodkind, Esq. VIA TELECOPY Mr. Steve Krueger Dr. Xavier. Mendoza Mr. Percival Vaz Mr. Hank Heeber Mr. David Hunt Mr, Joel Silverman Gary Smolker, Esq. Kenneth B. Bley, Esq. Lewis G. Feldman, Esq. Stanley W. Lamport, Esq. Lee Silver, Esq. Linda A. Khios, Esq. 1605257CI25 CITY OF SANTA CLARITA GOLDEN VALLEY ROAD IMPROVEMENT FUNDING AND ACQUISITION AGREEMENT THIS AGREEMENT, dated as of March , 1992 (the "Effective Date"), is by and between the CITY OF SANTA CLARITA, a general law city and municipal corporation, and a political subdivision of the State of California (the "City"), and SHOWCASE HOMES, INC., a California corporation (the "Developer"). WHEREAS, the City proposes to establish the Golden Valley Assessment District (the "District") pursuant to the provisions of the Municipal Improvement Act of 1913, Division 12 of the Streets and Highways Code of California (the "Act") to provide financing for the acquisition, installation and construction of certain public capital improvements described on Exhibit "A" attached hereto and by this reference incorporated herein (the "Improvements") which may include, among other things, the acquisition from the Developer of the public capital improvements described on Exhibit "B" attached hereto and on any additional Exhibit B -X which may in the future be attached hereto (any such Exhibit B-X'upon execution by the City and the Developer becoming a part hereof) (the "Acquisition Improvements"); and : WHEREAS, the proposed boundaries of the District are set forth on Exhibit "C" attached hereto and by this reference incorporated herein; and WHEREAS, the Developer has an interest in certain real property described on Exhibit "D" attached hereto and by this reference incorporated herein (the "Property"), which Property is located within the proposed boundaries of the District; and WHEREAS, Section 66462 of the Government Code of the State of California expressly authorizes the financing and completion of public improvements such as the Improvements, including the Acquisition Improvements, under an appropriate special assessment act; and WHEREAS, the City is proceeding with the authorization and issuance of bonds for the District (the "Bonds") to finance the Improvements, including the Acquisition Improvements, pursuant to the Improvement Bond Act of 1915, Division 10 of the Streets & Highways Code of California (the "Bond Law"); WHEREAS, the City has approved Vesting Tentative Tract Map No. 48893 (the "Vesting Tentative Map") in connection with the development of the Property; and WHEREAS, the Vesting Tentative Map requires, among other things, as an amended condition of approval, adopted by the Planning Commission on March 3, 1992, subject to the 6136.5 execution of this Agreement, of a final map with respect to said development (the "Final Map"), that the Developer enter into a funding and acquisition agreement with the City whereby the City will establish the District for the purpose of financing the improvement of Golden Valley Road to full major highway standards, including but not limited to, landscaping, pedestrian and bikeway paths, all in accordance with the rendering submitted to and approved by. the Planning Commission, between Sierra Highway and the Antelope Valley Freeway, and the installation of a traffic signal system at the intersection of Sierra Highway and Golden Valley Road. - The Vesting Tentative Map also requires that the Final Map shall not be recorded until the Bonds for Phase I of the Improvements have been sold or construction of Phase I of the Improvements has been completed. Phase I of the Improvements includes (i) the construction of Golden Valley Road, including landscaping, and the trail from the Antelope Valley Freeway to Sierra Highway in accordance with the plans originally approved by the Planning Commission, except that with respect to that portion of Golden Valley Road which lies within the boundaries of the Hunt/Heeber property, Phase I construction shall be limited to (a) four lanes, two in each direction, without medians, curbs, gutters, permanent landscaping or street furniture and (b) the installation of certain slope landscaping on the south side of Golden Valley Drive ("Phase I"). Phase I may also include other improvements as set forth herein. Phase II of the Improvements includes the completion of the remaining improvements on the portion of Golden Valley Road lying within the boundaries of the Hunt/Heeber property and the park site grading ("Phase IF'); and WHEREAS, three other property owners, Vista Terrace Properties, Ltd., a California limited partnership (Vesting Tentative Map No. 45022), Watt -Parker, Inc., a California corporation (Vesting Tentative Tract Map No. 43145) and H&H Enterprises, a California general partnership ("Hunt/Heeber") (Tentative Tract Map No. 48892) (the "other Developers"), who each own property within the District, have been conditioned to participate in the funding of Golden Valley Road (such owners and the Developer are collectively referred to herein as the "Developers"); and WHEREAS, one other property owner, Amcal Golden Fund XXVIII, a California limited partnership (Final Map No. 48117), who owns property within the District, has also been conditioned to participate in the funding of Golden Valley Road and has executed a funding and acquisition agreement dated as of January 29, 1992 with the City (such owner and the Developers are collectively referred to herein as the "Consortium"); and WHEREAS, the execution and carrying out of this Agreement by -the parties hereto shall constitute the satisfaction of the requirement to pay the following fees that would otherwise be levied by the City in connection with the Developer's project: (i) the Park -in -Lieu Fee, and (ii) the Bridge and Thoroughfare Fee; and 6136.5 2 WHEREAS, on March 3, 1992, subject to the execution of this Agreement, the Planning Commission has approved an extension of the expiration of the Developers' respective existing maps for an additional year; and WHEREAS, on March 3, 1992, Hunt/Heeber's map was modified from a tentative designation to a vesting tentative designation and Hunt/Heeber has agreed to the (i) elimination of certain lots on the south side of Golden Valley Road and (ii) construction of soldier piles/buttress fills to stabilize the existing homes south of Golden Valley Road. NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and for other valuable consideration the. sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: Section 1. Recitals. Each of the parties hereto represents each to the other, that the above recitals are true and correct. Section 2. Compliance with and Satisfaction of Certain Conditions of Developer Mans. The execution, delivery and performance of this Agreement by all parties hereto and the execution, delivery and performance of similar funding and acquisition agreements by the other Developers is being undertaken for the purpose of complying with the conditions relating to Golden Valley Road referenced in the Vesting Tentative Map and the other Developers' maps. In addition, such execution and performance shall constitute the satisfaction of the requirement to pay the following fees that would otherwise be levied by the City in connection with the Developer's project: (i) the Park -in -Lieu Fee, and (ii) the Bridge and Thoroughfare Fee. The satisfaction of the conditions relating to Golden Valley Road referenced in the Vesting Tentative Map shall be deemed by the City to have occurred when the Bonds sufficient to fund Phase I have been sold or the construction of Phase I has been completed. After satisfaction of the Golden Valley Road conditions, the City will grant using standard City procedures the Developer final map approval upon the satisfaction of all remaining conditions of the Vesting Tentative Map and, at such time, the Developer shall be permitted to record the Final Map independently of the other Developers. Section 3. Effectiveness of this Aereement. This Agreement shall become effective only upon the happening of all of the following events: (i) the execution and approval by City of all three (3) of the separate funding and acquisition agreements of the other Developers on or before March 26, 1992, (ii) the approval of the one year extension of the.Vesting Tentative Map and the maps of the other Developers on or before March 26, 1992, (iii) the modification of the Hunt/Heeber map to a vesting tentative map on or.before March 18, 1992, (iv) the initiation and formation of the District on or before June 2, 1992, (v) the sale of bonds on or before September 2, 1992, (vi) the assessment methodology and benefit spread being based on 6136.5 the same methodology to which the Developer and the other Developers previously agreed, and (vii) property valises of the Property and the other Developers' properties at the time of initiation and formation of the District and sale of the Bonds is equal to or greater than the values determined when the properties were last appraised on or about December, 1990 in connection with formation of the District. The City and the Consortium may mutually agree in writing to extend any or all of the time requirements referenced above. The satisfaction of the conditions relating to Golden Valley Road referenced in the Vesting Tentative Map shall occur when the Bonds sufficient to fund Phase I have been sold or the construction of Phase I has been completed. Section 4. Formation of District and Sale of Bonds. (a) Formation and Issuance. The City and the Developer shall continue to use their best efforts to complete all necessary proceedings pursuant to the Act for the formation of the District on or before June 2, 1992 and the levy of assessments on the Property as determined by the Engineer of Work and approved by the City Council pursuant to the Bond Law for the sale and delivery of the Bonds on or before September 2, 1992, provided, however, that each step in the proceedings and the principal amount and timing of the sale of the Bonds in all= respects, including the issuance of the Bonds in series or .phases, shall be subject to the discretion and approval of the City. The City shall consult with the Developers regarding the amount, timing and other terms of the Bonds prior to the City making such determinations. To the extent the value -to -lien ratio referenced in Section 8 herein permits the assessment of additional amounts against the Property and the other properties within the District, Phase I shall also include the temporary landscaping on the north, side of Golden Valley Road within the boundaries of the Hunt/Heeber property. The City shall use its best efforts to issue a series of the Bonds for Phase I on or prior to September 2, 1992. The.Developer shall use its best efforts to cooperate in such issuance. Notwithstanding any provision herein, the City shall be under no obligation to issue Bonds for Phase I or Phase II until (i) value -to -lien ratios of 3:1 have been met by the Developer and each of the other Developers or (ii) suitable security has been submitted by the Developer and the remaining Developers to the City as set forth in Section 8 herein, and (iii) it is reasonable with respect to market conditions to issue all or a portion of the Bonds. The amount of the Bonds relating to the District is not to exceed Sixteen Million Dollars ($16,000,000). It is expected that the Bonds will be issued under and pursuant to a resolution of the City (the "Bond Resolution"). Except as expressly set forth herein, there shall be compliance with the City's Policy Guidelines of Use of Public Financing for Provision of Public Facilities in Proposed 6136.5 4 Development Projects adopted by the City Council on January 23, 1990 (the "Policy"). The Policy does not preclude a negotiated sale of the Bonds. Failure by the Developer or any of the other Developers to make its share of the required advances as required under such policy shall suspend the City's obligation to proceed with the formation of the District and the issuance and sale of the Bonds until required advances have been made; provided, however, that Developer may pay all required advances and seek reimbursement from the City as the other Developers pay their share of such amounts to the.City, or, alternatively, from the Consortium directly. (b) Obligations of Developer. Nothing contained herein shall be construed as affecting the Developer's duty to perform its obligations under other agreements, land use regulations or subdivision requirements relating to the Acquisition Improvements, which obligations are and shall remain independent of the Developer's rights and obligations under this Agreement. (c) Construction by the City. To the extent Improvements will be constructed by the City, the Community Development Director shall appoint a construction coordinator (the "Construction Coordinator") to coordinate and facilitate the performance of such work. The Construction Coordinator shall prepare plans and specifications, bid packages, supervise the work and perform all other responsibilities pursuant to the provisions hereof, and shall comply with the City's construction requirements. The Consortium and the Construction Coordinator shall meet, prior to the soliciting of bids for any portion of such Improvements, upon the written request of the Consortium delivered to City (the "Preliminary Coordination Meeting"). The Preliminary Coordination Meeting shall occur within fifteen (15) calendar days after City receives said written request. At the Preliminary Coordination Meeting, the phasing of the Improvements, and the schedule for construction of the Improvements and inspection approvals will be determined by the City after consultation with the Consortium. Section 5. Dedication of Park Site. Within 90 days of the effective date of this Agreement, the Developer shall deposit into escrow a separate instrument dedicating the park site shown on Exhibit "E" to the City which separate instrument shall not be released from escrow to City. and the City shall not accept until such time as sufficient Bonds are sold to fund Phase I. The park site dedication shall be a condition of the issuance of Bonds for Phase I. In the event the District is not formed on or before June 2, 1992, the escrow may be terminated by the Developer. Despite the termination of the escrow, the park site dedication shall remain an existing condition of the recordation of the Final Map for the Developer. All escrow costs are to be borne by the Developer. 6136.5 5 Section 6. Indemnification by the Developer. To the extent of its proportionate share of the total assessment against the properties of the Consortium the Developer shall indemnify, defend and hold harmless the City against the actual and reasonable cost, expense and/or liability which the City may actually and reasonably pay or incur in good faith in the formation of the District and the issuance of the Bonds, including attorneys' fees, court costs and all expenses, whether or not a court action is filed; provided, however, that the City shall first look to any moneys on hand in the funds and accounts established pursuant to the Bond Resolution and, under the Bond Resolution, expressly made available for the payment of such costs, before seeking any recovery from the Developer for such costs. Section 7. Reimbursements to the Developer. Upon completion of the sale and delivery of each series of the Bonds, the City shall reimburse the Developers, without interest, solely from Bond proceeds and then only to the extent available for such purpose and permitted by the Act, the amount of any costs paid from any advances made to the. City by the Developer to pay costs with respect to the formation of the Districi and the issuance of the applicable series of Bonds, including, but not limited to, costs of engineers, consultants and appraisers, but excluding legal fees of the Developer. All payments of such costs shall be made by check delivered and payable to Cox, Castle & Nicholson which shall be held in trust and distributed by Cox, Castle & Nicholson in accordance with instructions from the Consortium. If for any reason the Bonds are not issued, the City shall not have any obligation to reimburse the Developer for any costs and expenses advanced or paid from such advances, provided however, that the City shall refund without interest to the Consortium any unexpended funds advanced to the City that are in excess of the final costs and expenses relating to the formation of the District and the issuance of the .Bonds, together with an accounting of such costs and expenses, within thirty (30) days after the proceedings have been abandoned. Section S. General Security Requirements for Improvements. (a) As soon as is practically feasible but prior to the issuance of the Bonds, the City shall request a supplemental or updated appraisal to be conducted for the Property in accordance with the Policy. The Bonds for Phase I and for Phase II shall only be issued when the property within the District of the Developer and the property of each of the other Developers evidence a value -to -lien ratio of at least 3:1 with respect to each such Phase based upon the appraised value of the Property and the property of each of the other Developers based on a bulk sale residual land value method of appraisal; provided, however, that for Phase I, for those properties, including the Property, which do not meet this ratio, the Developer or the other Developers, as applicable, shall provide suitable security from a provider acceptable to the City, whereby, as determined by an underwriter selected by the City, bond payments are assured for the difference throughout the life of the Bonds or until such ratio is met, in form and substance acceptable to the City which meets the requirements more particularly described on Exhibit "F" 6136.5 6 I hereto. The lien -to -value ratio refers to the aggregate bulk sale appraised values of the Developer's tract rather than individual lot values on the subdivided lots. No Final Map of the Developer or of the other Developers shall be recorded until the Bonds sufficient_ to fund Phase I have been sold or the construction for Phase I has been completed. (b) Compliance by the Developer with Section 7 of the Policy (the 2% cap) shall occur not later than, and shall be a condition of, the close of escrow of a single family or multi- family structure constructed upon the Property. Complianceshall be accomplished by the prepayment of outstanding special assessments levied by the City with respect to the District in such amount or amounts to reduce. the total land -secured indebtedness for an individual parcel or lot to the amount specified in the Policy. The amount or amounts of such prepayment to satisfy such Policy shall be computed by the City under the Act and the Bond Law as of their dates of prepayment and the City's calculation shall be final and -conclusive absent manifest error. By execution of this Agreement, the Developer covenants to prepare and deliver to each prospective home purchaser within the Property within the District, at the time when the Developer and such prospective purchaser enter into an escrow agreement to sell a completed home, a form of disclosure of the assessment lien on such property. Such disclosure form shall include, but not be limited to, (i) a description of the then current assessment lien on such: property, and (ii) a provision that the assessment lien on such parcel of real property shall be reduced so that the total land -secured assessments and ad valorem and special taxes on such parcel of property shall not exceed two percent (2%) of the fair market value of such property at the time escrow on such property closes. The Developer hereby covenants to provide such disclosure forms, signed by the prospective home purchaser, to the City prior to the close of escrow. (c) In addition to the prepayment under (b) above, the Developer may opt to prepay all or a portion of the entire outstanding special assessment lien on an individual parcel or lot pursuant to the Act and the Bond Law at or prior to the close of escrow of such parcel or lot. The Developer shall give the City sufficient notice in writing of such election to enable the City to calculate and process such prepayment. (d) The Developer hereby agrees to waive its ability to protest the formation of the District pursuant to Division 4 of the California Streets and Highways Code (the "Majority Protest Act") in such form as provided by the City; provided, however, that such waiver shall not operate as a waiver of any other rights of the Developer or of the other Developers to assert objections or defenses to formation of the District or issuance of Bonds thereby which arise under this Agreement. (e) The Developer shall grant gratis, upon the demand of the City, all right-of-way dedications and construction easements to effectuate the acquisition and construction of the 6136.5 7 Improvements and shall agree to provide for and secure on the behalf of the City any and all necessary subordination documents relating to such acquisition and construction. The City shall use its best efforts to utilize condemnation proceedings for such rights-of-way and easements should such action be necessary provided that the Developer shall pay all acquisition, legal and other costs and expenses, including attorneys' fees, relating to such condemnation proceedings. Section 9. Use of Bond Proceeds. The proceeds of the sale of the Bonds shall be deposited, held, invested, reinvested and disbursed as provided in the Bond Resolution. A portion of the proceeds . shall be set aside thereunder in a separate improvement fund (the "Improvement Fund") to pay, among other things, for construction of the Improvements as provided in Section 4(c) hereinabove and for the cost of the City's acquisition of the Acquisition Improvements from the Developer as provided in Section 1 of this Agreement. Prior to Bond issuance for each of Phase I and Phase II, the Developer shall notify the City and the District in writing the earlier of August 1, 1992 or thirty (30) days prior to the Bond sale of: the Consortium's election as to the Acquisition Improvements, if any, to be acquired from the Developer and other members of the Consortium, which list of Acquisition Improvements is subject to the approval of the City in consultation with Bond Counsel. To the extent the Developer provides notice of an election of the Consortium to construct the Acquisition: Improvements, they shall be constructed in accordance with this Agreement and shall be completed in accordance with Section 10 of this Agreement either prior to the adoption of the resolution of intention to form the District or the adoption by the City of a subsequent resolution approving changes or modifications in the resolution of intention consistent with the actual acquisition of the Acquisition Improvement by the City. Section 10. Construction of and Payment for Acquisition Improvements. (a) Plans and Specifications Bonding and Insurance Requirements. The Developer represents that it has obtained or will continue to use best efforts to obtain approval of the plans and specifications for the Acquisition Improvements from all appropriate City departments, and that all of such Acquisition Improvements have been or will be constructed by the Developer in compliance with the current City standards applicable to the construction of public improvements and in compliance with any applicable State or local law or regulation, including, without limitation, the requirement to pay prevailing wages. In constructing the Acquisition Improvements, the Developer shall not be required to comply with any provisions of the Public Contracts Code of California or any other statute requiring public bidding; provided, however, the Developer shall select its general contractors on the basis of at least three (3) private, competitive bids. With respect to such contracts: (1) All contracts related to the construction of the Acquisition Improvements, and all change orders thereto, together with the plans and 6136.5 8 specifications. therefor, shall be submitted to the City Engineer (the. "City Engineer") (all references herein to the City Engineer include any official or designee of the City acting in such capacity) for review and. approval of the cost, quantity and quality of work. The City Engineer shall submit to the applicable Developer a written approval or denial of any contract or change order (identifying the reasons therefor) within ten (10) days after receipt by the City Engineer of the contract or change order. The decision of the City Engineer shall be final and shall not be unreasonably withheld or delayed. If any contract or change order is not so denied by the City Engineer within such ten (10) day period it shall be deemed to be approved. (2) The Developer shall obtain and pay for performance and payment bonds satisfactory to the City naming the City as an obligee, each in the amount of 100% of the dollar value of the applicable work, prior to commencement of construction of any of the Acquisition Improvements. The Developer shall obtain, pay for and maintain throughout the course of any construction insurance of the type and minimum amount of coverage as approved by the City, and naming the City, its officers, employees, and agents as additional insureds. The insurance provider shall be subject to the reasonable approval of the City. Such insurance shall afford primary coverage to the additional insureds, and provide that the City be given thirty (30) days prior written notice of cancellation or any material change in coverage. The Developer shall provide the City with written evidence satisfactory to it of such payment and performance bonds and such insurance prior to commencing construction of any Acquisition Improvement. Such performance and payment bonds for the Acquisition Improvements shall not be required if (i) the Developer has entered into a binding construction contract with the provision that the contractor shall provide such performance and payment bonds which name the City as a beneficiary, or (ii) Bond proceeds are actually on deposit in the funds and accounts to pay for the Acquisition Improvements. (b) Purchase Price. (1) _ - Determination of Purchase Price. Except as hereinafter provided, the purchase price (the "Purchase Price") to be paid by the City on behalf of the District for any Acquisition Improvement shall be determined by the City Engineer of the City and shall not exceed the cost thereof, including the reasonable cost of necessary appurtenant works and the costs of preparing plans, specifications and the construction contracts and all costs of construction reasonably determined by the City Engineer (in consultation with the City's attorney and/or Bond Counsel) to be eligible under the Act and applicable federal 6136.5 9 tax law to be part of the Purchase Price, such as fees and costs incurred in obtaining permits, licenses, the costs of change orders, engineering, legal, fiscal and inspection fees and the cost of any performance and payment bonds or insurance required pursuant to Section 1 herein (other than amounts reimbursed pursuant to Section constituting a part of the Acquisition Improvements. The Purchase Price shall not include costs attributable to the Developer's overhead, interest payments owing by the Developer or other carrying costs for . the Acquisition Improvements prior to their acquisition by the City, or costs resulting from extraordinary conditions (such as shortened time for performance) set forth in any construction contract. (2) Substantiation. The Developer shall provide to the City Engineer all documentation substantiating the cost of the Acquisition Improvements reasonably requested by the City Engineer. There shall be a presumption of reasonableness as to costs incurred under any construction contract entered into as a result of a call for bids by a Developer as provided herein and for any. change orders approved in writing by the City Engineer pursuant to Section 10(a)f l). (3) Land and Interests Therein. The Purchase Price shall not include the costs of lands, rights-of-way, easements, or any other interest in lands. (c) Inspection and Acceptance. (1) Inspection. Compliance with Regulations. Prior- to the City's acceptance of any Acquisition Improvement, the Acquisition Improvement shall be subject to inspection by the City Engineer during normal business hours and upon reasonable notice. The City Engineer shall inspect such Acquisition Improvement(s) at the earliest practical time, but no later than ten (10) working days following the provisions of written notice by the Developer that such Acquisition Improvements) is ready for inspection. The Developer shall provide the City, prior to the City's acceptance of any Acquisition Improvement, with (1) as -built drawings or similar plans and specifications in a form complying with applicable City requirements; (ii) evidence satisfactory to the City Engineer that costs of constructing such Acquisition Improvement have been fully paid by such Developer; and (iii) all maintenance bonds, warranties, guaranties or other evidence of contingent obligations of third parties relating to such Acquisition Improvement, and any assignment thereof (with the assignments to become effective as of the date the City accepts such Acquisition Improvement). 6136.5 10 (2) Acce lance. When fully completed, each Acquisition Improvement shall be accepted by the City in accordance with applicable City policy. All documentation evidencing the Developer's offer to transfer any Acquisition Improvement to the City for consideration, together with the documentation described in Section 10(c)(1) of this Agreement, shall be delivered to the City Engineer prior to the City's acceptance of such Acquisition Improvement. No Acquisition Improvement shall be accepted unless it is ready for use by the City or the public, based on applicable City standards relating to construction of public improvements, or unless it is a discrete portion of an Acquisition Improvement, as defined in Section 10(d)12) of this Agreement. Upon acceptance of an Acquisition Improvement, the City shall promptly acquire the Acquisition Improvement from the Developer by paying the Purchase Price for the Acquisition Improvement pursuant to Section 10(d) of this Agreement; provided, however, that such Acquisition Improvement has been constructed in compliance with the approved plans and specifications for such Acquisition Improvement, and the City has complied with any conditions imposed by the Bond Resolution for release of the Purchase Price from the Improvement Fund. Neither the City nor any other public agency shall accept liability or responsibility for any Acquisition Improvement, or the maintenance thereof, until the City - has accepted the Acquisition Improvement pursuant to this Section 10(c)(2). (d) Payment of Purchase Price. (1) Completed Acquisition Improvement. At the time the Developer requests that the City accept an Acquisition Improvement, the Developer also may request in writing, on the for Payment Request form ("PR") attached hereto as Exhibit "G" and incorporated by reference herein, payment of the Purchase Price for such Acquisition Improvement from amounts on deposit in the Improvement Fund. A. Timing: Amount. The Developer may submit only one (1) new PR per calendar month. The Purchase Price for any Acquisition Improvement, when added to all other funds previously requested by such Developer pursuant to an PR, shall not exceed the total of the budgeted amounts available in the Improvement Fund for payment by the City of the Purchase Price for all Acquisition Improvements to be acquired (the "Budgeted Amounts") from the Developer, as those Budgeted Amounts shall be mutually agreed upon and modified from time to time and attached hereto now or in the future as Exhibit "H"; provided, however, that the Budgeted Amounts for each Acquisition Improvement or discrete portion thereof are not intended to 6136.5 11 be absolute limits on the Purchase Price of that Acquisition Improvement or discrete portion thereof, and any cost savings on a particular Acquisition Improvement or discrete portion thereof may, at the option of the City Engineer and subject to. Section 10(b) of this Agreement, be offset against costs in excess of those set forth on Exhibit "H" for another Acquisition Improvement or discrete portion thereof. However, in no event shall the aggregate Purchase Price for all Acquisition Improvements of any Developer exceed the aggregate amount set forth in Exhibit "H" which comprise the Purchase Price for all of the Acquisition Improvements of such Developer. B. Documentation. Any PR submitted by the Developer shall be properly executed and shall include all supporting documentation required by the City Engineer. The Developer also shall submit, in recordable form, a Notice of Completion for the applicable Acquisition Improvement, acceptable to the City Engineer, and evidence acceptable to the City Attorney of the City (the "City Attorney") that the Developer's contractor(s) have provided general lien releases for such Acquisition Improvement or portion thereof to be acquired. No Notice of Completion shall be required to be submitted for an Acquisition Improvement, or portion thereof, unless there is no other work to be performed under the contract pursuant to which it was constructed. C. Review of PR. The City Engineer shall review each PR and inform the Developer in writing within ten (10) days after receipt thereof, the reasons, if any, for his denial of all or any portion of the funds requested by the PR. If not so denied within ten (10) days, the PR shall be deemed approved. The Developer shall have the right to challenge the denial by submitting further documentation and/or to resubmit the PR within thirty (30) days after receipt of the denial. A resubmittal shall not be deemed a new PR for purposes of Section 10(d)(1)(A) of this Agreement. The City Engineer shall review any resubmitted PR and inform the Developer of his approval or denial of it in accordance with this Section 10(d)(1)(C) within ten (10) days after receipt of the resubmission. The decision of the City Engineer regarding a PR, or any resubmitted PR, shall be final and the City Engineer's approval of any PR shall not be unreasonably withheld or denied. D. Payment. The City shall pay to the Developer the Purchase Price requested in its PR within forty-five (45) days after receipt of an PR, or resubmittal of a PR, which is not timely denied by the City Engineer; provided, however, that payment shall be subject to Section 10(d)(1)(E) of 6136.5 12 this Agreement. E. Notice of Completion. The Developer shall prepare and execute a Notice of Completion in form acceptable to the City Engineer as to each Acquisition Improvement to be acquired and record such notice with the Office of the County Recorder of the County of Los Angeles, State of California, and cause its contractor to provide general lien releases in form acceptable to the City Attorney for any such Acquisition Improvement, or portion thereof for which a PR is submitted. The City shall be entitled to delay payment to the Developer for any Acquisition Improvement, or for any discrete portion of an Acquisition Improvement, until thirty-five (35) days after a Notice of Completion with respect thereto has been so filed by such Developer. No Notice of Completion shall be required to be filed for an Acquisition Improvement, or portion. thereof, unless there is no other work to be performed under the contract pursuant to which it was constructed. (2) Discrete Portions of Acquisition Improvements. The Developer, may submit a PR in accordance with the provisions of Section 10(d)11) for certain` discrete portions of those Acquisition Improvements described on Exhibit "G" attached hereto and incorporated by reference herein. Developer acknowledges that discrete portions of such Acquisition Improvements have been identified for payment purposes only, and that the City shall not accept an Acquisition Improvement of which a discrete portion is a part until the entire Acquisition Improvement has been completed. (3) Excess Funds. If the Developer requests payment for any Acquisition Improvement or discrete portion thereof in an amount less than the Budgeted Amount as set forth on Exhibit "H", for. such Acquisition Improvement or discrete portion thereof, the difference between the amount requested by the Developer and the Budgeted Amount shall be made available for purchasing other Acquisition Improvements of the Developer or other Developers or discrete portions thereof. The City shall not make payments for Acquisition Improvements of the Developer in excess of the aggregate of the amounts set forth on Exhibit "H" which comprise the Purchase Price for all of the Acquisition Improvements of the Developer. Upon completion and acceptance of, and payment for, all of the Acquisition Improvements, any excess funds remaining in the Improvement Fund shall be applied as determined by the City under the Act in accordance with the Bond Resolution. 6136.5 13 (e) Transfer of Ownership of the Acquisition Improvements, The Developer shall . convey the Acquisition Improvements to the City as follows: (1) Real Property. For any Acquisition Improvement constructed on real property owned by the Developer and to be transferred to the City, following submission to the City of the Developer's PR and all documentation necessary for the City's acceptance of such Acquisition Improvement, the Developer shall convey such real property to the City by recordation of a deed in form acceptable to the City. Prior to such conveyance the Developer shall maintain the Acquisition Improvement in good and safe condition and repair. (2). Acquisition Improvements Constructed on Land Owned by City. If an Acquisition Improvement is constructed on real property to which the City holds fee title or easement rights, the Developer hereby is granted a license to enter the real property for purposes related to the construction and maintenance (prior to acquisition by the City hereunder) of such Acquisition Improvement. Upon completion of construction of such Acquisition Improvement, the City shall. accept and acquire the Acquisition Improvement from the Developer _ in accordance with the provisions of Sections 10(c) and (d, of. this Agreement. (3) Personal Property. If any Acquisition Improvement identified on Exhibit "B" is comprised of or includes personal property, transfer of the personal property by the Developer to the City shall be accomplished by a bill of sale after acceptance by the City in accordance with Section 10(c)(2). (f) Payment of Excess Costs. The Developer hereby agrees to pay all costs of the Acquisition Improvements in excess of the Budgeted Amounts as set forth in Exhibit "H" hereto, as such Budgeted Amounts maybe adjusted by the City Engineer pursuant to Section 10 )(1)(A) of this Agreement. Section 11. Additional Costs. If the ultimate cost of the Improvements, inclusive of acceptable professional services and additional costs relating to engineering or construction, is higher than the amount of the assessment lien levied against the Property and the other property within the District for such purposes, then the Developer shall either (i) deposit a sum of money with the City in an amount equal to the Developer's increased share of the cost of the Improvements, as determined by a modified final assessment report, to be applied to construct or acquire such Improvements, or (ii) post a letter of credit o% other financial instrument reasonably acceptable to the City and the Consortium in an equal amount for such purpose. 6136.5 14 i6k Section 12. Indemnification and Hold Harmless. (a) The Developer shall indemnify, defend and hold harmless the City, its officers, directors, employees and agents, and each and every one of them, from and against all actions, damages, claims, losses or expenses of every kind, nature and description arising out of this Agreement, jointly and severally with the other Developers; or, for a period of three (3) years from the date of acquisition the design, engineering and construction of the Acquisition Improvements, including, but not limited to, any claims of persons employed to construct the Acquisition Improvements, save and except the negligence or willful misconduct of the person or entity seeking such indemnity. The City agrees to cooperate with the Developer in reasonable action necessary to collect amounts payable by third persons responsible for such damages, claims, losses or expenses or under any warranties, guarantees or other evidence of contingent obligations of third persons with respect to such damages, claims, losses or expenses. Before paying any claim by a third party for damage, loss or expense subject to this indemnity, the City shall notify the Developer in writing of its intention to make such payment. The City may make such payment unless the Developer notifies the City in writing not to do so within ten (10) working days from the date of the notice from the City and the Developer shall pay the reasonable costs incurred by the City for withholding such payment. (b) No provision of this Agreement shall in any way limit the Developer's responsibility for payment of damages resulting from the operations of the Developer, its agents, employees or its contractors. (c) Nothing in this _Section 12 shall be understood or construed to mean that the Developer agrees to indemnify the City or the District, or any of their respective officials, officers, employees or agents, for any negligent or wrongful acts or omissions to act of the City, the District, bond counsel, the underwriter, financial advisors, appraisers, special tax consultants or other financing participants, or any of their respective officers, directors, employees or agents. Section 13. Audi . The City Engineer or the designee thereof shall have the right, upon reasonable prior notice and during normal business hours, to review the Developer's books and records pertaining to costs and expenses incurred by the Developer in constructing any of the Acquisition Improvements. The costs of any such review shall be home by the Developer. Section 14. No Relationship to Public Works. The parties hereto agree that this Agreement is for the acquisition of the Acquisition Improvements by the City from the proceeds of the sale of the Bonds deposited in the Improvement Fund and is not, nor is it intended to be, a public works contract. In performing this .Agreement, the Developer is an independent contractor and not the agent of the City. The City shall have no responsibility for payment to 6136.5 15 any contractor or supplier of the Developer. Section 15. Attorneys' Fees. In the event of the bringing of any action or suit by any party against another' arising out of this Agreement, the prevailing party shall be entitled to recover from the other party or parties all costs and expenses of suit, including court costs and reasonable attorneys' fees. Section 1 . Notices. Any notice, payment or instrument required or permitted by this Agreement to be given or delivered to the Developer, the other Developers or the City shall be deemed to have been received when personallydelivered or within seventy-two (72) hours following deposit of the.same in any United States Post Office in California, registered or certified mail, postage prepaid, addressed as follows: Developers: Showcase Homes, Inc. 14482 Beach Boulevard, Suite W Westminster, California 92683 Attention: Mr. Steven J. Krueger Vista Terrace Properties, Ltd. 11740 San Vicente Boulevard, Suite 208 Los Angeles, California 90049 Attention: Mr. Geoff Palmer with a copy to: Ervin Cohen & Jessup 9401 Wilshire Boulevard, 10th Floor Beverly Hills, California 90212 Attention: Linda A. Kirios, Esq. Watt -Parker, Inc. 2716 Ocean Park Boulevard, Suite 3000 Santa Monica, California 90405 Attention: Mr. F. W. (Mick) Parker H & H Investments 9349 Melvin Avenue, Suite 4 Northridge, California 91324 Attention: Mr. Hank Heeber and Mr. David Hunt 6136.5 16 with a copy to: Cox, Castle & Nicholson (upon notice to 2049 Century Park East, Suite 2800 the Developer Los Angeles, California 90067 or any other Attention: Lewis G. Feldman, Esq. Developer) City: City of Santa Clarita 23920 Valencia Boulevard, Suite 300 Santa Clarita, California 91355 Attention: City Manager & City Engineer with a copy to: Burke, Williams & Sorensen 611 West Sixth Street, 25th Floor Los Angeles, California 90017 Attention: Carl K. Newton, City Attorney Each party may change its address or addresses for delivery of notice by delivering written notice of the change of address to the other party. ' y Section 17. Severability: Governing Law. If any part of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be given effect to the fullest extent reasonably possible. This Agreement shall be governed by the laws of the State of California. Section 18. Successors and Assignfi. This Agreement shall be binding upon and shall inure to the benefit of the successors -in -interest, heirs and assigns of the parties hereto. This Agreement or any of the Developer's duties or obligations under this Agreement may not be assigned by the Developer without the prior.written consent of the City, which shall not be unreasonably. withheld or delayed. In connection with any such assignment for which consent of the City is required, the City may condition its consent upon the acceptability of the financial condition of the proposed assignee and upon any other factor which the City deems reasonably relevant in the circumstances. Section 19. Covenants to Run with the Property. The covenants of the Developer contained this Agreement are to run with the land and shall be binding on all parties claiming them until such time as individual homeowners purchase .separate lots of the Property. This Agreement or any abstract thereof shall be recorded with the office of the Los Angeles County Recorder. To the extent necessary to carry out the purposes of this Section, the City shall execute any and all documents legally required to release any such lots from the effect of this Agreement on or before the sale date of each such lot. 6136.5 17 Section 20. Limited Liability of City. Any and all obligations of the City arising out of or related to this Agreement are the special and limited obligations of the City, and in the event payable only from the Improvement Fund. In no event shall the City be obligated to advance any of its own funds hereunder. No Councilmember, staff member or agent of the City shall incur any liability hereunder to the Developer or any other party in their individual capacities by reason of their actions hereunder. or execution hereunder. Section 21. Waiver: Ownership Rights. Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of the party's right to insist and demand strict compliance thereafter by the other party with the terms of this Agreement thereafter. No provision of this Agreement shall waive or limit in any way the Developer's rights as an owner of land within the District. Section 22. Mereer. This Agreement, together with the Exhibits hereto, supersedes all prior agreements and representations concerning the subject matter hereof, whether written or oral, and contains the entire agreement of the parties respecting the matters covered hereby. No other agreement, statement or promise made by any party or any employee, officer or agenf of any party with respect to any matters covered hereby that is not in writing and signed by all the parties to this Agreement shall be binding. Section 23. Parties in Interest. Nothing in this Agreement, expressed or implied, is intended to or shall be construed to confer upon or to give to any person or entity other than the City, the Developer and the other Developers any rights, remedies or claims under or by reason of this Agreement or any covenants, conditions or stipulations hereof; and all covenants, conditions, promises, and agreements in this Agreement contained by or on behalf of the City, the Developer or the other Developers shall be for the sole and exclusive benefit of the City, the Developer and the other Developers. Section 24. Usage of Words. As used herein, the singular or any word includes the plural, and terms in the masculine gender shall include the feminine. Section 25. Imolied Standard of Reasonableness. Any provision of this Agreement which requires the consent, approval, discretion or acceptance of either parties hereto or any of their respective employees, officers or agents shall be deemed to require that such consent, approval, discretion or acceptance shall not be unreasonably withheld or delayed, unless such provision expressly incorporates a different standard. The foregoing provisions shall not apply to provisions in the Agreement which provide for decisions to be in the full discretion of .the party maldng the decision. 6136.5 18 Section 26. No Personal Obligation. This Agreement in and of itself does not represent a personal obligation of any officer of the Developer, its successors or assigns. Section 27. Venue and Forum. Any action at law or in equity arising under this Agreement brought by any party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Los Angeles, State of California, and the parties waive all provisions of law providing for the filing, removal or change of venue to any other court. Section 28. Counterparts. This Agreement may be executed in counter-parts, each of which shall be deemed an original. Section 29. Amendments. Amendments to this Agreement shall be made only by written instrument executed by each of the parties hereto. 6136.5 19 Date. IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective CITY OF SANTA CLARITA, CALIFORNIA Title: DEVELOPER: SHOWCASE HOMES, INC., a California corporation Ey: �' U Title: vj(X—P2E5i0ENi 6136.5 20 STATE OF CALIFORNIA ) ) ss. COUNTY OF LOS ANGELES ) On March 18, 1992, before me, the undersigned, a Notary .Public in and for said State, personally appeared Steven J. Krueger, proved to me on the basis of satisfactory evidence, to be the person who executed the within instrument as Vice President of the corporation executed the within instrument, and acknowledged to me that such corporation executed the within instrument pursuant to its By -Laws or a resolution of its Board of Directors. WITNESS my hand and OFFICIAL SEAL DANA MARE ZUPANOVICH a NotaryPubliC-CC:if0rN0 LOS ANGELES COUNTY My CommUcn E9Ue3 October. 18, 1994 21 EXHIBIT A CITY OF SANTA CLARITA GOLDEN VALLEY ASSESSMENT DISTRICT DESCRIPTION OF ALL IMPROVEMENTS 6136.5 CITY OF SANTA CLARITA GOLDEN VALLEY ASSESSMENT DISTRICT DESCRIPTION OF ACQUIRED IMPROVEMENTS The Developer's proportionate share (based on the total assessments against the properties of the Consortium) of the following: 6136.5 EXHIBIT C CITY OF SANTA CLARITA GOLDEN VALLEY ASSESSMENT DISTRICT PROPOSED BOUNDARIES OF THE DISTRICT 6136.5 t 6136.5 CITY OF SANTA CLARITA GOLDEN VALLEY ASSESSMENT DISTRICT PROPERTY DESCRIPTION EXHIBIT E CITY OF SANTA CLARITA GOLDEN VALLEY ASSESSMENT DISTRICT PARK SITE DESCRIPTION 6136.5 I EXHIBIT F CITY OF SANTA CLARITA GOLDEN VALLEY ASSESSMENT DISTRICT SECURITY REQUIREMENTS Suitable security referenced in Section of this Agreement shall include only the following: 6136.5 - a cash flow guaranty security of investment grade or bearing an "A" or better rating from Best's, so that as determined by an underwriter selected by the City bond payments are assured for the difference throughout the life of the Bonds or until the 3:1 value -to - lien ratio is met, or - Surety which meets the following criteria: Amount of Surety: Amount by which lien exceeds one-third (1/3) of property value. Term: At least two years, with renewal mechanism. Beneficiary: City. Draws: City will draw n surety (in full if assessment installments are not paid) Funds will be used to redeem bonds after superior court foreclosure judgment, but prior to foreclosure sale. Replenishment: City will return funds if delinquency is cured prior to foreclosure sale and prior to bond redemption. Expiration Draw: If surety is not renewed, City will draw full amount one week prior to expiration. Draw will be replenished upon delivery of replacement surety. F-1 6136.5 Release of Surety: Upon receipt by the City of an appraisal (from a appraiser selected and retained by the City) that demonstrates that the property value is in excess of three (3) times the outstanding lien amounts. The release can also occur incrementally. Surety provider: Surety provider must be a bank, insurance company or other financial institution acceptable to City. City will consider the financial strength and ability to honor draws of provider. City will also consider rating of provider by independent bank or insurance company rating agency. Fees: All fees, charges and costs relating to surety will be collected from property for which surety is provided. F-2 CITY OF SANTA CLARITA GOLDEN VALLEY ASSESSMENT DISTRICT PAYMENT REQUEST The undersigned (the "Developer"), hereby requests payment in the total amount of $ for the Acquisition Improvements (as defined in the Funding and Acquisition Agreement, dated as of _, 1992, between the City of Santa Clarita, California (the "City") with respect to the Golden Valley Assessment District, and the Developer) or a discrete portion thereof (as described in Exhibit B to that agreement), all as more fully described in Attachment 1 hereto. In connection with this request for payment, the undersigned hereby represents and warrants to the City as follows: A. He (she) is a duly authorized officer of the Developer, qualified to execute this request for payment on behalf of the Developer and knowledgeable as to the matters set forth herein. B. The Developer has submitted or submits herewith to the City as built drawings or similar plans and specifications for the items to be acquired as listed in Attachment 1 hereto, and such drawings or plans and specifications, as applicable, are true, correct and complete. C. All costs of the Acquisition Improvements or portions thereof for which payment is requested hereby are actual costs and have not been inflated in any respect. The items for which payment is requested have not been the subject of any prior payment request submitted to the City. D. Supporting documentation (such as third party invoices) is attached with respect to each cost for which payment is requested. E.. Prevailing wages have been paid relative to the work to construct the Improvements or portions thereof for which payment is requested. F. The Acquisition Improvements or portions thereof for which payment is requested were constructed in accordance with all applicable City standards, and in accordance with the as -built drawings or plans and specifications, as applicable, referenced in paragraph 2 above. 6136.5 G-1 G. The Developer is in compliance with the terms and provisions of the Funding and Acquisition Agreement reference above. Date: I hereby declare under penalty of perjury that the above representations and warranties are true and correct. DEVELOPER: (Authorized Representative of the Developer who authorized this request in the space above) CITY: Request for Payment Approved for Submission to Finance Director City Engineer, City of Santa Clarita or his representative Date: 6136.6 G-2 Attachment 1 EXHIBIT G [list here all Acquisition Improvements or portions thereof for which payment is requested, and attach supporting documentation] 6136.5 G-3 EXHIBIT H CITY OF SANTA,CLARITA GOLDEN VALLEY ASSESSMENT DISTRICT BUDGETED AMOUNTS OF ACQUISITION IMPROVEMENTS AND DISCRETE PORTIONS OF ACQUISITION IMPROVEMENTS The Developer's proportionate share (based on the total assessments against the properties of the Consortium) of the following: *If any of the discrete portions of the Acquisition Improvements listed above are damaged after acceptance by the City during completion of another discrete portion, the cost of and work related to repair of the damaged portion shall be deemed to be included in, and payable from the funds allocated to,. the next discrete portion of that Acquisition Improvement to be acquired by the City on behalf of the District. If any amount above is not paid in its entirety as scheduled, such amount shall be carried over to the next -ensuing date and paid on that date, subject to the approval of the City. 61365 CITY OF SANTA CLARITA r- - - - - - - - - - - I RAIL MES 48893 N /WEWE TR 48892 SE 12 -PAVED LANE EACH DIRECTION PHASE II CURB/GUTTER, MEDIAN AND LANDSCAPIF Er6i i� Jo3of / ypTT,PNAFN TR.43145�PTE y �P E%5[ TF S(P9R lSGeei 9W 1 1 (%15T TR ]OAfi r Rene«r:r MMn[+rl MC4l DEVELm EnT i TR 48117 PHASE \) FULL IMPROVEI P.[ra: xl.Eurwc... TR. 48117 "A E1 J `yam MATH Wry Srrwr Im.us�w[ �� ASSESSMENT DISTRICT NO. 90-1 Mren lllWasnll[ GOLDEN VALLEY ROAD LEGEND. Wry Srrwr Im.us�w[ �� Sb1n Drv� I�vuW+W - Mren lllWasnll[ Y i.al/r[ Spa IrrErewsh _ 1b1511� I�mM+lf 9JTTA Lb[erlM � Nv[v+M GdMn WI!( Enrec�lMww%