2022-04-11_item_4.11_approve_final_map_common_use_agreement_and_sia_within_tract_4072_of_river_islands

ITEM 4. 11

CITY MANAGER' S REPORT
APRIL 11, 2022, CITY COUNCIL REGULAR MEETING
ITEM: APPROVAL OF FINAL MAP, COMMON USE

AGREEMENT, AND SUBDIVISION IMPROVEMENT
AGREEMENT FOR 43 LOTS IN TRACT 4072 VILLAGE
NN2" WITHIN LAKESIDE WEST DISTRICT OF RIVER

ISLANDS
RECOMMENDATION: Adopt Resolution Approving Final Map for Tract 4072 Village NN2" within the Lakeside West District,
Totaling 43 Single Family Lots, a Common Use
Agreement and Subdivision Improvement
Agreement with River Islands Stage 2B, LLC
SUMMARY:

The proposed Final Map for Tract 4072 will be the second and final tract map within the Village NN" area. The New Home Company is proposing forty- three ( 43) 55' x 96' single- family lots. A Vicinity Map is included as Attachment " B".

Staff recommends that the City Council approve the proposed Final Map Tract 4072, Village NN2", a Common Use Agreement ( CUA) with Island Reclamation District No. 2062 for a portion of Goodland Court, and Subdivision Improvement Agreement with River Is ands Stage 2B, LLC ( River Islands"), included as Attachment " C".

BACKGROUND:

The City of Lathrop City Council approved Vesting Tentative Map ( VTM) 3694 on March 27, 2007 and an amended VTM 3694 with updated conditions of approval on June 1, 2015. On December 2, 2020, the City of Lathrop Planning Commission approved a Neighborhood Design Plan ( NDP) and Architectural Guidelines and Design Standards ( AG/ DS) for the Lakeside West District, known as Stage 2B, within Phase i of the project. While the NDP contains conceptual guidance on parks within the Lakeside West District, a Master Parks Plan includes revisions to the parks and open spaces within the Stage 2B area and is pending Planning Commission action. The land for the proposed Final Map for Tract 4072 is within the geographic boundaries of VTM 3694 and Stage 2B.

As required by the City' s subdivision ordinance, all final maps must include a Subdivision Improvement Agreement ( SIA) to guarantee specific offsite and onsite improvements.

The total cost of the improvements for Village " NN" is $ 4, 070, 602, however, a large percentage of the improvements have already been construction and therefore do not need to be guaranteed.

CITY MANAGER' S REPORT PAGE 2
APRIL 11, 2022 CITY COUNCIL REGULAR MEETING

APPROVAL OF FINAL MAP, COMMON USE AGREEMENT, AND SUBDIVISION IMPROVEMENT AGREEMENT FOR 43 LOTS IN TRACT 4072 VILLAGE NN2"

WITHTN LAKESIDE WEST DISTRICT OF RIVER ISLANDS
Performance and labor & material securities were provided with the SIA for Tract 4071 that guarantee the unfinished improvements for Village NN", including both Tract 4071 and 4072, in the amount of:

Unfinished Improvement Total: 864, 552
Performance Bond 110% of Unfinished Im rovements : 951, 008 Labor & Materials Bond 50% of Performance Bond 475, 504 The SIA for Tract 4072 refers to the Agreement for Dedication, Inspection, and Guarantee of Streets and Public Improvements (" Off- site Agreement") that was approved by the City on September 30, 2013. Although the Off- site Agreement applies to Tract 4072, the Final Map will not trigger any additional offsite improvements or security.

Acceptance of the public improvements will be processed by staff at a later date and when the unfinished improvements are completed. Prior to acceptance, River Islands will be required to provide a one ( 1) year warranty bond.

Village NN" was annexed to the four different Community Facilities Districts ( CFDs) for maintenance purposes with the approval of the Tract 4071 Final Map in 2021.

The CFDs are for the City, Reclamation District No. 2062 ( RD 2062) and River Islands Public Financing Authority ( RIPFA) and CFD 2020- 1 RIPFA.

There is also a need for a CUA between the City and RD 2062 as a portion of Goodland Court shares an area with the easements recorded in favor of RD 2062 for the levee system. The CUA, included in Attachment ' D", sets forth the terms and conditions to which RD 2062 can install, operate and maintain its facilities, which protects the City' s street and other utilities that are located in Goodland Court.

River Islands must satisfy the Escrow Instructions, included as Attachment D", to guarantee the payment of all fees and execution of the documents related to the SIA.

REASON FOR RECOMMENDATION:

River Islands has fulfilled all of the requirements of the City' s subdivision ordinance as listed below:

Documents Status

1. Final Map ready for signature Completed

2. Subdivision Improvement Agreement Completed

3. Performance Security - Uncompleted Landscaping and
Completed
Miscellaneous Im rovements rovided with Tract 4071
CITY MANAGER' S REPORT PAGE 3
APRIL il, 2022 CITY COUNCIL REGULAR MEETING

APPROVAL OF FINAL MAP, COMMON USE AGREEMENT, AND SUBDIVISION IMPROVEMENT AGREEMENT FOR 43 LOTS IN TRACT 4072 VILLAGE NN2"

WITHIN LAKESIDE WEST DISTRICT OF RIVER ISLANDS

4. Labor and Materials Security - Uncompleted Landscaping Provided with and Miscellaneous Improvements provided with Tract Tract 4071 on 4071 3/ 8/ 2021

5. Street Improvement, Landscape, Light & Joint Trench Completed

6. Geotechnical Report Completed

7. Agreement for Backbone Improvements and Parks
Agreement for Dedication, Inspection and Guarantee Completed of Streets and Public Im rovements

8. Approval of 3 d Amendment to Development
Agreement that guarantees creation of CFD for City
Maintenance and Shortfalls, and Guarantee of Completed
Developer CFDs for Developer/ other public agency
Maintenance

9. Allocation of Water and Sewer capacity Completed

10. Recommendation for approval from Stewart Tract
Completed
Desi n Review Committee

11. Submitted Certificate of Insurance, Tax Letter Completed

12. Submitted Preliminary Guarantee of Title Completed

13. Escrow Instructions Completed

14. Tract 4072 Village NN2" - City of Lathrop Community Annexed with Facilities District No. 2013- 1 ( River Islands Public Tract 4071 on Services and Facilities) Annexation No. 20 3/ 8/ 2021

15. Common Use Agreement with Island Reclamation District Approval
No. 2062 pending with this
item
Fees Status

1. Final Map plan check fee Paid

2. Improvement Plans - Plan check and inspection fees Paid

3. Sierra Club Settlement fee
To be paid in
escrow
FISCAL IMPACT:

There is no budget impact to the City as all costs are covered by development fees and any shortfalls in the City' s maintenance and operating costs are covered by the CFDs.

CITY MANAGER' S REPORT PAGE 4
APRIL 11, 2022 CITY COUNCIL REGULAR MEETING

APPROVAL OF FINAL MAP, COMMON USE AGREEMENT, AND SUBDIVISION IMPROVEMENT AGREEMENT FOR 43 LOTS IN TRACT 4072 VILLAGE NN2"

WITHIN LAKESIDE WEST DISTRICT OF RIVER ISLANDS
ATTACH M E NTS:

A. Resolution Approving Final Map for Tract 4072 Village " NN2" within the Lakeside West District, Totaling 43 Single Family Lots, a Common Use Agreement and Subdivision Improvement Agreement with River Islands Stage 2B, LLC
B. Vicinity Map - Village " NN2"
C. Subdivision Improvement Agreement between the City of Lathrop and River Islands Stage 2B, LLC, a Delaware limited liability company, for Tract 4072, Village " NN2"
D. Escrow Instructions - Final Map Tract 4072 Village NN2" o Common Use Agreement with Islands Reclamation District No. 2062 for a portion of Goodland Court, and associated; Offer of Dedication of Public Utility Easement
E. Final Map - Tract 4072 Village NN2"
CITY MANAGER' S REPORT PAGE 5
APRIL 11, 2022 CITY COUNCIL REGULAR MEETING

APPROVAL OF FINAL MAP, COMMON USE AGREEMENT, AND SUBDIVISION IMPROVEMENT AGREEMENT FOR 43 LOTS IN TRACT 4072 VILLAGE NN2"

WITHIN LAKESIDE WEST DISTRICT OF RIVER ISLANDS

APPROVALS
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Brad aylor Date
Land Development Manager
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Gienn Gebhardt Date
City Engineer
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Michael King Date
Pu lic Works Director
t oCari Jam, s Date
Finance Di ect r
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Salvador Navarrete Date
City Attorney
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Stephen J. Salvatore Date
City Manager
RESOLUTION NO. 22-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LATHROP APPROVING FINAL MAP FOR TRACT 4072 VILLAGE NN2" WITHIN THE LAKESIDE WEST DISTRICT, TOTALING 43 SINGLE FAMILY LOTS, A COMMON

USE AGREEMENT AND SUBDIVISION IMPROVEMENT AGREEMENT WITH RIVER ISLANDS STAGE 2B, LLC
WHEREAS, the City of Lathrop City Council approved Vesting Tentative Map VTM) 3694 on March 27, 2007 and an amended VTM 3694 with updated conditions of approval on ) une 1, 2015; and
WHEREAS, on December 2, 2020, the City of Lathrop Planning Commission approved a Neighborhood Design Plan ( NDP) and Architectural Guidelines and Design Standards ( AG/ DS) for the Lakeside West District, known as Stage 2B, within Phase 1 of the project; and
WHEREAS, the land for the proposed Final Map for Tract 4072 is within the geographic boundaries of VTM 3694 and Stage 2B; and
WHEREAS, as required by the City' s subdivision ordinance, all final maps must include a Subdivision Improvement Agreement ( SIA) to guarantee specific offsite and onsite improvements; and
WHEREAS, the guarantees for Tract 4072 were provided with the approved SIA for Tract 4071 executed with River Islands Development 2B, LLC and therefore additional guarantee is not required to be provided with the SIA for Tract 4072. Tracts 4071 and 4072 are collectively known as Village " NN"; and WHEREAS, performance and labor & material securities were provided with the SIA for Tract 4071 that guarantee the unfinished improvements for Village " NN", including both Tract 4071 and 4072, in the amount as follows; and Unfinished Im rovement Total: 864, 552
Performance Bond ( 120% of Unfinished Improvements : 951, 008 Labor & Materials Bond 50% of Performance Bond 475, 504 WHEREAS, acceptance of the public improvements will be processed by staff at a later date and when the unfinished improvements are completed. Prior to acceptance, River Islands will be required to provide a one ( 1) year warranty bond; and
WHEREAS, there is a need for a Common Use Agreement ( CUA) between the City and Reclamation District No. 2062 ( RD 2062) as a portion Goodland Court shares an area with the easements recorded in favor of RD 2062 for the levee system; and WHEREAS, Village ' NN" was annexed to the four different Community Facilities Districts ( CFDs) for maintenance purposes with the approval of the Tract 4071 Final Map in 2021; and
WHEREAS, River Islands Stage 2B must satisfy the Escrow Instructions to guarantee the payment of all fees and execution of the documents related to the SIA.

NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Lathrop that approved and accepts the following actions:

1. The Final Map for Tract 4072 and is hereby approved as submitted for recordation with the San Joaquin County Assessor/ Recorder/ County Clerk Office. The recorded executed copy will be filed with the City Clerk.

2. The City Manager, or their designee, is authorized to execute a Subdivision Improvement Agreement with River Islands Stage 2B, LLC, in substantially the form as attached to the April 11, 2022 staff report, the file executed copy will be filed with the City Clerk.

3. The City Manager, or their designee, is authorized to execute a Common Use Agreement with Reclamation District 2062 and Acceptance of Offer of Dedication for Public Utility Easements with River Islands Stage 2B, LLC, in substantially the form as attachment D" to the April il, 2022 staff report, and is hereby approved as submitted as part of the public record with the San Joaquin County Assessor/ Recorder/ County Clerk Office. The recorded executed copy will be filed with the City Clerk the file executed copy will be filed with the City Clerk.

PASSED AND ADOPTED by the City Council of the City of Lathrop this 11tn day of April 2022 by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

Sonny Dhaliwal, Mayor
ATTEST: APPROVED AS TO FORM:

Teresa Vargas, City Clerk Salvador Navarrete, City Attorney

ATTACHMENT B
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APRIL 2022

ATTACHMENT C

SUBDIVISION IMPROVEMENT AGREEMENT

BY AND BETWEEN THE CITY OF LATHROP AND
RIVER ISLANDS STAGE 2B, LLC, A DELAWARE LIMITED LIABILITY COMPANY FOR TRACT 4072 VILLAGE " NN2" 43 RESIDENTIAL LOTS

RECITALS
A. This Agreement is made and entered into this llth day of April 2022, by and between the CITY OF LATHROP, a municipal corporation of the State of California ( hereinafter " CITY") and River Islands Stage 2B, LLC, a Delaware limited liability company, ( hereinafter SUBDIVIDF,R").

B. Pursuant to Division 2 of Title 7 of the Government Code of the State of California and the CITY' s Subdivision Regulations ( City of Lathrop, Code of Ordinances, Chapter 16), SUBDIVIDER is required to make dedications and improve Tract 4072. However, SUBDIVIDER has completed a significant portion of public infrastructure improvements associated with Tract 4072 ( Village " NN2") located within the Lakeside West District of River Islands Phase l, which also includes major streets necessary to access the site. Performance and Labor & Material securities have been provided with the SIA for Tract 4071 that guarantee the unfinished improvements for Village " NN", which includes Tract 4072, in the amount shown in Section 8, and therefore no additional security is needed for Tract 4072.

C. SUBDIVIDER has completed a portion of the joint trench improvements for Tract 4072 and as noted in Recital B, security shall be required for the unfinished portion of these improvements, along with other required infrastructure associated with Tract 4072 and Village NN" overall. Improvement plans, and street light plans prepared by Power Systems Design, Inc. have already been approved by the Ciry. The street, sidewalk, underground utility, storm drainage, streetlight and joint trench improvements ( hereinafter " Improvements") are substantially completed and minor improvements not yet constructed as part of the required infrastructure for Tract 4072 are required security as outlined in this Agreement is required.

NOW THEREFORE in consideration of CITY' S pending approval and acceptance of the Improvements upon their satisfactory completion, and in consideration of SUBDIVIDER' S construction of Improvements in strict accordance with the terms of this Agreement, all applicable laws, statutes, ordinances, rules and regulations currently in force and effect in CTTY, the terms and conditions of which are incorporated herein by this reference, the parties hereto mutually covenant and agree as follows:

Subdivision Improvement Agreement ( River Islands Stage 2B, LLC) Tract 4072 Village NN2"

1. SUBDIVIDER shall complete construction of, or cause construction to be completed at its sole cost and expense, the Improvements for all of the lots within the Lakeside East neighborhood, to the limits identified in Exhibit" A", including the public landscaping, streetlight and joint trench improvements. A Vicinity Map is included as Exhibit "B".

All improvements shall be constructed to the satisfaction and approval of the City Engineer, in a good and workmanlike manner in accordance with the above referenced improvement plans and specifications, the improvement standards and specifications of the CITY' S Department of Public Works, the applicable Ordinances of the City of Lathrop and the California Subdivision Map Act.

2. SUBDIVIDER shall complete the Improvements, including all deferred and unfinished improvements, prior to occupancy of the last home constructed in Tract 4072 that is conveyed to a private interest not associated with the transfer of title of Tract 4072 associated with the filing of Tract 4072 ( homebuilder), prior to the completion and occupancy of the last production dwelling unit associated with Tract 4072, or April 11, 2023, whichever comes first. Such occupancy shall be documented by CITY in the form of a Certificate of Occupancy or Final Building Permit.

3. CTTY, or its agent( s), shall, at any time during the progress of the Improvements, have free access thereto, and shall be allowed to eXamine the same and all material to be used therein. If the Improvements or any part thereof are not completed in strict compliance with the standards set forth in Paragraph 1 above, CITY may refuse to accept and may reject the defective Improvements and/ or materials therein.

4. SUBDIVIDER shall secure the services of skilled personnel necessary to construct the Improvements. CITY is not skilled in these matters and relies upon the skill of the SUBDIVIDER to ensure that the construction of the Improvements is in the most skillful and durable manner.

5. CITY' S acceptance of the Improvements does not operate as a release of SUBDIVIDER from any guarantee hereunder.

6. SUBDIVIDER guarantees and warrants that the Improvements shall be constructed in compliance with the standards set forth in Paragraph 1 above, free from any defects in work or labor done, and from any defects in materials furnished. Further, SUBDIVIDER shall repair and maintain the Improvements in good condition and in accordance with CITY specifications for one 1) year after CITY' S acceptance of the Improvements. As required by this Agreement, prior to acceptance of the Improvements, SUBDIVIDER shall deposit with the City Engineer a Warranty Bond in the amount of$ 407, 060, equal to 10°Io of the estimated cost of the Improvements for the Village " NN" entire area ($ 4, 070, 602) as included in the Engineer' s estimate attached to this Agreement as Exhibit " D", to insure SUBDIVIDER' S repair and warranty of the Improvements in accordance with the terms of this Agreement. The Warranty Bond shall be released at the end of the one year guarantee period, provided there are no claims against it are then outstanding.

7. If SUBDIVIDER, in whole or in part, abandons the Improvements, or unnecessarily or unreasonably delays construction of the Improvements, fails to complete construction of the Improvements within the time specified in this Agreement, or fails to repair.

Subdivision Improvement Agreement ( River Islands Stage 2B, LLC) Tract 4072 Village NN2"
Replace or reconstruct any defects, as set forth in Paragraph 6 above, CITY may, but is not required to, proceed to complete and/ or repair, replace, or reconstruct the Improvements, either by itself or by contract for such service, and CITY may cause to be forfeited such portion of any security deposited therein as is necessary to cover the costs of completion, repair, replacement, or reconstruction incurred by CITY.

Once action is taken by CITY to complete, repair, replace and/ or reconstruct the Improvements, SUBDIVIDER shall be responsible for all costs incurred by CITY, even if SUBDIVIDER subsequently completes the work.

The CITY shall have recourse against SUBDIVIDER for any and all amounts necessary to complete the obligations of SUBDIVIDER in the event the security (including but not limited to any Letter of Guarantee, Certificate of Deposit, cash, bond for performance, labor and materials and repair and maintenance, letter of credit or cash deposit) therefore is insufficient to pay such amounts. All administrative costs, including reasonable attorney' s fees pursuant to Government Code Section 66499. 4, incurred by the CITY, in addition to the costs of the improvements shall be a proper charge against the security and SUBDIVIDER. In the event it becomes necessary for CITY to bring an action to compel performance of this Agreement or to recover costs of completing such improvements, SUBDIVIDER shall pay reasonable attorney' s fees, costs of suit and all other expenses of litigation incurred by CITY in connection therewith.

8. Because the Improvements are not entirely complete, the SUBDIVIDER is required to only post Performance or Labor & Materials bonds to guarantee the unfinished improvements associated with Tract 4072 as included and described in Exhibit " D" of this Agreement.

Performance and Labor & Material securities have been provided with the SIA for Tract 4071 that guarantee the unfinished improvements for Village " NN", which includes Tract 4072, in the amount shown in Table 1 below and therefore no additional security is needed for Tract 4072.

SUBDIVIDER shall also comply with CITY' S insurance requirements set forth on Exhibit " C" attached hereto and incorporated herein.

Table 1 — Bond Values
Unfinished Im rovement Total: 864, 552
Performance Bond ( 1 ] 0% of Unfinished Improvements): 951, 008 Labor & Materials Bond ( 50% of Performance Bond) 475, 504

9. Any alteration( s) made to the plans and specifications, which are a part of this Agreement, or any provision of this Agreement shall not operate to release any surery or sureties from liability on any bond or bonds attached hereto and made a part thereof. The above referenced sureties hereby consent to such alterations and waive the provisions of California Civil Code Section 2819.

10. Neither the CITY nor any of its officers, employees or agents shall be liable to SUBDIVIDER, and/ or SUBDIVIDER' S agents, contractors or subcontractors for any error or omission arising out of or in connection with any work to be performed under this Agreement.

Subdivision Improvement Agreement( River Islands Stage 2B, LLC) Tract 4072 Village NN2"

11. Neither the CITY nor any of its officers, employees, or agents, shall be liable to the SUBDIVIDER or to any person, entity, or organization, for any injury or damage that may result to any person or property by or from any cause in, on, or about the subdivision of all or any part of the land covered by this Agreement.

12. SUBDIVIDER hereby agrees to, and shall hold CITY, its elective and appointive boards, commissions, officers, agents and employees ( collectively, " Indemnitees"), harmless from any liability for damage or claims which may arise from SUBDIVIDER and/ ar SUBDIVIDER' S contractors, subcontractors, agents, or employees' operations under this Agreement, whether such operations be by SUBDIVIDER or by any SUBDIVIDER contractors, subcontractors, or by any one or more persons directly or indirectly employed by, or acting as agent for, SUBDIVIDER or any of SUBDIVIDER' S contractors or subcontractors. SUBDIVIDER shall, at its own cost and expense, defend any and all actions, suits, or legal proceedings or any type that may be brought or instituted against CITY and indemnities on any claim or demand, of any nature whatsoever, and pay or satisfy any judgment that may be rendered against CTTY and the Indemnitees in any such action, suit or legal proceedings, resulting from or alleged to have resulted from SUBDIVIDER' S performance or non- performance of his duties and obligations under this Agreement, or from the negligent act or omission of himself, his agents, contractors, representatives, servants or employees. The promises and Agreement to indemnify and hold harmless set forth in this section is not conditioned or dependent on whether or not any indemnity has prepared, supplied or approved any plan or specification in connection with this work or subdivision, whether or not any such indemnity has insurance or indemnification covering any of these matters. CITY does not, and shall not; waive any rights against SUBDIVIDER which it may have by reason of the aforesaid hold harmless agreement, because of the acceptance by CITY of any deposit with CITY by SUBDIVIDER. The aforesaid hold harmless agreement by SUBDIVIDER shall apply to all damages and claims for damages of every kind suffered, or alleged to have been suffered, by reason of any of the aforesaid operations referred to in this paragraph, regardless of whether or not CITY has prepared, supplied or approved of, plans and/ or specifications for the subdivision.

13. Neither SUBDIVIDER nor any of SUBDIVIDER' S agents, contractors or subcontractors are, or shall be, considered to be agents of CITY in connection with the performance of SUBDIVIDER' S obligations under this Agreement.

14. Prior to acceptance of the Improvements by the City Council, the SUBDNIDER shall be solely responsible for maintaining the quality of the Improvements, and maintaining safety at the project site. The SUBDIVIDER' S obligation to provide the Improvements shall not be satisfied until after the City Engineer has made a written determination that all obligations ofthe Agreement have been satisfied and all outstanding fees and charges have been paid, and the City Council has accepted the Improvements as complete. The CITY and SUBDIVIDER have formed Community Facilities Districts to finance maintenance and improvements. The CITY expects to preserve the ability to use uture special taxes of the CFD for payment of the cost of acquisition of the Improvements, which may require that acceptance of improvements by CITY be subject to the provisions of an acquisition agreement to be entered into by the CITY and SUBDIVIDER providing that CITY expects to be paid or reimbursed acquisition costs through future CFD special taxes. SUBDIVIDER shall cooperate to facilitate such method of acquisition.

Subdivision Improvement Agreement( River Islands Stage 2B, LLC) Tract 4072 Village NN2"

15. SUBDIVIDER shall pay service fees for the utility services from the time the Improvements are accepted by the CITY to the end of the fiscal year, or up to a one( 1) year period, whichever is needed to ensure an opportunity for the Improvements to be included in the next fiscal year annual assessment.

16. SUBDIVIDER shall be responsible to sweep streets within the subdivision every two weeks as directed by the City Engineer, on all streets where lots are occupied and all streets providing access to occupied lots until the Improvements are accepted by the CTTY.

17. SUBDIVIDER shall not assign this Agreement without the prior written consent of CITY.

If such consent is given, the terms of this Agreement shall apply to and bind the heirs, successors, executors, administrators and assignees of SUBDIVIDER, and any heirs, successors, executors, administrators and assignees of the SUBDIVIDER and shall be jointly and severally liable hereunder.

18. The SUBDIVIDER shall, at the SUBDIVIDER' S expense, obtain and maintain all necessary permits and licenses for construction of the Improvements. Prior to the commencement of Improvement construction, the SUBDIVIDER shall obtain a City of Lathrop Business License.

The SUBDIVIDER shall comply with all local, state and federal laws, whether or not said laws are expressly stated in this Agreement.

19. This Agreement and any amendments hereto comprise the entire understanding and agreement between the parties regarding the improvements to be constructed and dedications for Tract 4072.

20. The following miscellaneous provisions are applicable to this Agreement:
a. Controlling Law. The parties agree that this Agreement shall be governed and construed by and in accordance with the laws of the State of California. b. Definitions. The definitions and terms are as defined in this Agreement. c. Force Majeure. Neither party shall be deemed to be in default on account of any delay or failure to perform its obligations under this Agreement, which directly results from an Act of God or an act of a superior governmental authority.
d. Headings. The paragraph headings are not a part of this Agreement and shall have no effect upon the construction or interpretation of any part of this Agreement. e. Incorporation of Documents. All documents referred to herein and all documents which may, from time to time, be referred to in any duly executed amendment hereto are by such reference incorporated herein and shall be deemed to be part of this Agreement. f. Modification of Agreement. This Agreement shall not be modified or be binding upon the parties unless such modification is agreed to in writing and signed by the parties.

Subdivision Improvement Agreement( River Islands Stage 2B, LLC) Tract 4072 Village NN2"
g. Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is void or unenforceable, the provisions of this Agreement not so affected shall remain in full force and effect.
h. Successors and Assigns. Except as otherwise expressly provided herein, the provisions of this Agreement shall inure to the benefit of, and shall apply to and bind, the successors and assigns of the parties.
i. Time of the Essence. Time is of the essence of this Agreement and each of its provisions.

In the calculation of time hereunder, the time in which an act is to be performed shall be computed by excluding the first Day and including the last. If the time in which an act is to be performed falls on a Saturday, Sunday or any Day observed as a legal holiday by CITY, the time for performance shall be extended to the following Business Day. j. Venue. In the event either party brings that suit hereunder, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of San Joaquin.

ATTACHMENTS:

EXHIBIT A FINAL MAP - TRACT 4072
EXHIBIT B TRACT 4072 AND VILLAGE " NN2" AREA
EXHIBIT C: CITY INSURANCE REQUIREMENTS
EXHIBIT D: UNFINISHED IMPROVEMENT COST ESTIMATE AND VILLAGE " NN"

IMPROVEMENTS COST ESTIMATE
Subdivision Improvement Agreement ( River Islands Stage 2B, LLC) Tract 4072 Village NN2"
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this l lth day of April 2022, at Lathrop, California.

ATTEST: TERESA VARGAS CITY OF LATHROP, a
City Clerk of and for the City municipal corporation of the of Lathrop, State of California State of California
BY: BY:

Teresa Vargas Date Stephen J. Salvatore Date
City Clerk City Manager

APPROVED AS TO FO BY THE CITY OF LATHROP CITY ATTORNEY
BY:
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Salvador Navarrete Date
City Attorney
Subdivision Improvement Agreement( River Islands Stage 2B, LLC) Tract 4072 Village NN2"

SUBDIVIDER
River Islands Stage 2B, LLC,
a Delaware limited liability company
BY:

Susan Dell' Osso
President
Subdivision Improvement Agreement( River Islands Stage 2B, LLC) Tract 4072 Village NN2"
EXHIBIT " A"
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Subdivision Improvement Agreement ( River Islands Stage 2B, LLC) Tract 4072 Village NN2"
EXHIBIT " B"
TRACT 4072 VILLAGE " NN2" AREA
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VILLAGE DD
EXHIBIT "B"

VILLAGE NN
i VICINITY MAP
APRIL 2022
Subdivision Improvement Agreement( River Islands Stage 2B, LLC) Tract 4072 Village NN2"
EXHIBIT " C"

CITY INSURANCE REQUIREMENTS

1. The Subdivider shall obtain commercial general liability insurance companies licensed to do business in the State of California with an A.M. Best Company rating Insurance rating of no less than A:VII which provides coverage for bodily injury, personal injury and property damage liability in the amount of at least $ 1, 000, 000 for each occurrence and $ 2, 000, 000 in the aggregate.

Said insurance coverage shall be evidenced by a certificate of insurance with policy endorsements, executed by an authorized official of the insurer( s). All parties to the Subdivision Improvement Agreement must be named insured on the policy. The policy endorsements to be attached to the certificate must provide all the following:
a. Name the City of Lathrop, its officers, City Council, boards and commissions, and members thereof, its employees and agents as additional insured as respects to any liability arising out of the activities of the named insured. A CG 2010 or CG 2026 endorsement form or the equivalent is the appropriate form.
b. State that " the insurance coverage afforded by this policy shall be primary insurance as respects to the City of Lathrop, its officers, employees and agents. Any insurance or self-insurance maintained by the City of Lathrop, its officers, employees, or agents shall be in excess of the insurance afforded to the named insured by this policy and shall not contribute to any loss.
c. Include a statement that, " the insurer will provide to the City at least thirty ( 30) days prior notice of cancellation or material change in coverage." The above language can be included on the additional insured endorsement form or on a separate endorsement form. d. The policy must contain a cross liability or severability of interest clause. e. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates.

ACORO DATE( MM/ DDIYYYY)

CERTIFICATE OF LIABILITY INSURANCE
04/ OS/ 2022
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER( S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement( s).

PRODUCER CONTACT
Alliant Insurance Services, IIC. PHONE
Michelle Sanchez
FAX
333 S Hope St Ste 3750 vc No ext: _ ac No:

Los Angeles CA 90071 nuoRess: Michelle. Sanchez alliant. com INSURER( S) AFFORDING COVERAGE NAIC#
License#: OC36861 INSURERA: Ulllt@d S ecialt Insurance Com 12537 INSURED RIVEISL- 01 NSURER B:

River Islands Stage 2B, LLC
73 W. Stewart Road INSURER C:

Lathrop, CA 95330 INSURER D:

INSURER E:

INSURER F:

COVERAGES CERTIFICATE NUMBER: 128769022 REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

LTR T` IFE OF INSURANCE ANDL SUBR
ppLICY NUMBER MMIDD/ YYYY MMIDDIYYYY LIMITS
A X COMMERCIALGENERAL LIABILITY Y ATN2117764P 3/ 19/ 2021 3l19/ 2024 EACH OCCURRENCE 2, 000, 000

CLAIMS- MADE OCCUR

DAMAGE TO RENTED
PREMISES Eaocwrrence 8
MED EXP( Any one person) $
PERSONAI& ADV INJURY $ 1, 000, 000
GEN' L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2, 000, 000 POLICY jE LOC PRODUCTS- COMP/ OP AGG $ 2, 000, 000
OTHER:

AUTOMOBILE LIABILITV COMBINED SINGLE LIMIT $
Ea accident
ANY AUTO BODILY INJURY( Per person) $

OWNED SCHEDULED
BODILY INJURY( Per accident) $ AUTOS ONLY AUTOS

HIRED NON- OWNED PROPERTY DAMAGE
AUTOS ONLY AUTOS ONLY Per accident

UMBRELLA LIAB OCCUR EACH OCCURRENCE

EXCESS LIAB CLAIMS- MADE AGGREGATE
DED RETENTION$
WORKERS COMPENSATION PER OTHAND EMPLOYERS' LIABILITY Y N STATUTE ER _
ANYPROPRIETOR/ PARTNER/ EXECUTIVE E. LEACHACCIDENT 5
OFFICER/ MEMBEREXCLUDED? N A
Mandatory in NH) E. L DISEASE- EA EMPLOYEE $
If yes, describe under
DESCRIPTION OF OPERATIONS beiow E. L. DISEASE- POLICY LIMIT 3 DESCRIPTION OF OPERATIONS I LOCATIONS/ VEHICLES ACORD 701, Additional Remarks Schedule, may be attached if more space is required) Re: FM 4072
City of Lathrop, its o cers, City Council, boards and commissions and members thereof, its employees and agents are included as Additional Insureds as respects to General Liability. General Liability shall be Primary and Non- Contributory with any other insurance in force for or which may be purchased by City of Lathrop, its officers, employees and agents.

CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

City of Lathrop
390 Towne Centre Drive
Lathrop CA 95330 AUTHORIZEDREPRESENTATIVE
O 1988- 2015 ACORD CORPORATION. All rights reserved.

ACORD 25( 2016/ 03) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: ATN217764P COMMERCIAL GENERAL LIABILITY
CG 20 10 04 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED - OWNERS, LESSEES OR

CONTRACTORS - SCHEDULED PERSON OR

ORGANIZATION
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Name Of Additional Insured Person( s) Or
Or anization s Location s Of Covered O erations
City of Lathrop, its officers, City Council, boards As Required By Written Contract, Fully Executed and commissions and members thereof, its Prior To The Named Insured' s Work employees and agents
390 Towne Centre Drive
Lathrop, CA 95330
Information re uired to com lete this Schedule, if not shown above, will be shown in the Declarations.

A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person( s) or additional insureds, the following additional exclusions organization( s) shown in the Schedule, but only with apply:
respect to liability for" bodily injury", " property damage" This insurance does not apply to " bodily injury" or or " personal and advertising injury" caused, in whole property damage" occurring after:
or in part, by: 1. All work, including materials, parts or equipment

1. Your acts or omissions; or
furnished in connection with such work, on the

2. The acts or omissions of those acting on your behalf; project( other than service, maintenance or repairs) to be performed by or on behalf of the additional
in the performance of your ongoing operations for insured( s) at the location of the covered operations the additional insured( s) at the location( s) has been completed; or designated above. 2. That portion of" your work" out of which the injury or damage arises has been put to its
However: intended use by any person or organization other

1. The insurance afforded to such additional insured only than another contractor or subcontractor engaged applies to the extent permitted by law; and in performing operations for a principal as a part of

2. If coverage provided to the additional insured is the same project. required by a contract or agreement, the insurance
afforded to such additional insured will not be broader than that which you are required by the contract or
agreement to provide for such additional insured.

CG 20 10 04 13 O Insurance Services Office, Inc., 2012 Page 1 of 2 C. With respect to the insurance afforded to 2. Available under the applicable Limits of these additional insureds, the following is added to Insurance shown in the Declarations; Section III— Limits Of Insurance: whichever is less.

If coverage provided to the additional insured is This endorsement shall not increase the applicable required by a contract or agreement, the most we Limits of Insurance shown in the Declarations. will pay on behalf of the additional insured is the
amount of insurance:

1. Required by the contract or agreement; or

Page 2 of 2 ends

Policy# ATN217764P
United Specialty Insurance Company
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

VEN 051 00 ( 02/ 20)

PRIMARY AND NON- CONTRIBUTING INSURANCE ENDORSEMENT
This endorsement modifies the Conditions provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART
The following is added to SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS of the COMMERCIAL GENERAL LIABILITY COVERAGE PART, and supersedes any provision to the contrary:

Primary and Non- Contributory Insurance
Any coverage provided to an Additional Insured under this policy shall be excess over any other valid and collectible insurance available to such Additional Insured whether primary, excess, contingent or on any other basis unless:
a. ( 1) The Additional Insured is a Named Insured under such other insurance; and
2) A fully written contract fully executed prior to the Named Insured' s commencement of work for such Additional Insured for the specificproject that is the subject of the claim, " suit," or " occurrence" expressly requires that this insurance:
i) apply on a primary and non- contributorybasis;
and
ii) would not seek contribution from any other insurance available to the additional insured.
or
b. Prior to a loss, you request in writing and we agree in writing that this insurance shall apply on a primary and non- contributory basis.

Name Of Person s Or Or anization s
As Required By Written Contract, Fully Executed Prior To The Named Insured' s Work.

All other terms, conditions and exclusions under this policy are applicable to this Endorsement and remain unchanged.

VEN 051 00( 02/ 20) Page 1 of 1
Policy: ATN217764P

UNITED SPECIALTY INSURANCE COMPANY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

VEN 064 00 ( 01/ 15)

THIRD PARTY CANCELLATION NOTICE ENDORSEMENT
This endorsement modifies the Conditions provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART
If we cancel this policy for any reason other than nonpayment of premium, we will mail notification to the persons or organizations shown in the schedule below ( according to the number of days listed below) once the Named Insured has been notified.

If we cancel this coverage for nonpayment of premium, we will mail a copy of such written notice of cancellation to the name and address below at least 10 days prior to the effective date of such cancellation.

Our failure to provide such advance notification will not extend the policy cancellation date nor negate cancellation of the policy.

SCHEDULE
Name and Address of Other Person/ Orqanization
City of Lathrop, its officers, City Council,
Number of Days Notice boards and commissions and members thereof, its employees and agents
390 Towne Centre Drive 30
Lathrop, CA 95330
All other terms, conditions and exclusions under this policy are applicable to this Endorsement and remain unchanged.

VEN 064 00( 01/ 15) Page 1 of 1
Subdivision Improvement Agreement ( River Islands Stage 2B, LLC) Tract 4072 Village NN2"
EXHIBIT " D"

UNFINISHED IMPROVEMENT COST ESTIMATE
AND VILLAGE " NN"— FULL IMPROVEMENT COST
ENG1N£ EfZ1NG
ENGINEER' S BOND ESTIMATE February 12, 2021
COST TO COMPLETE Job No.: 25503- 54
RIVER ISLANDS- Stage 2B
VILLAGE NN( 94 LOTS)

CITY OF LATHROP, SAN JOAQUIN COUNTY, CALIFORNIA
Item Description Quantity Unit Unit Price Amount
1 Sanitary Sewer Raising Iron& Setting SSCO boxes ( o/ Comp/ etion) 1 LS $ 50, 400. 00 $ 50, 400. 00 2 Storm Drain Raising Iron ( o/ Completion) 1 LS $ 2, 400. 00 $ 2, 400. 00 3 Domestic Water Raising Iron& Setting Water Boxes ( o/ Completion) 1 LS $ 50, 900. 00 $ 50, 900. 00 4 Non- Potable Water Raising Iron& Setting Water Boxes ( o/ Completion) 1 LS $ 3, 300. 00 $ 3, 300. 00 5 Lake Fill Raising Iron( o% Completion) 1 LS $ 500. 00 $ 500. 00 6 Joint Trench( 70% Completion) 1 LS $ 187, 900. 00 $ 187, 900. 00 7 Striping& Mounments( o/ Completion) 1 LS $ 22, 500. 00 $ 22, 500. 00 TOTAL COST TO COMPLETE $ 377, 900. 00
Notes:
1) Estimate for cost to complete based on contractor's note for Village NN dated 02/ 11/ 2021 6200 STO: iERIOGE h" A fZ A 3. SUITE 33 J. PLEASANTO 1. CA 54588 • r. 925.? 23. 8344 • F: 209 571. 2468 T.\ 25503- River Islands\ Phase 54- Village NN\ Word 8 Ezcel\ Cost Es[ imate\ Cost to Comple( e 2021- 02- 12 2021- 02- 12 Village NN Cost To Complete. zls\ Improvements i OPINION OF PROBABLE COST
ENCa1N Ef 7NG
River Islands Parkway - Village " NN" Lathrop, CA
100% Submittal 1/ 22/ 2021
ITEM DESCRIPTION UNIT QUANT. UNIT COST AMOUNT
A. Site Preparation
1 Site Grading ( Fine) SF 48, 794 0. 50 24, 397. 00
S U B- TOTAL 24, 397. 00
B. Flatwork/ Surfacing/ Walls
1 12" Concrete Mow Curb LF 1, 411 12. 00 16, 932. 00
2 Natural colored 6" Conc. Flatwork SF 3, 618 6. 00 21, 708. 00 1 Cobbles/ Boulders SF 208 2. 20 457. 60
2 Cobble set in Concrete SF 789 10. 00 7, 890. 00
4 Permaloc Edging LF 72 10. 00 720. 00
1 Bench EA 6 2, 905. 00 17, 430. 00
SUB- TOTAL 65, 137. 60
D. Planting
1 1 Gallon Shrubs EA 2, 593 8. 25 21, 392. 25
2 15 Gallon Trees EA 78 120. 00 9, 360. 00
3 Sod - Lawn Grass SF 12, 366 0. 40 4, 946. 40
4 Soil Conditioning& Amendments SF 42, 686 0. 30 12, 805. 80 5 Bark SF 30, 321 0. 25 7, 580. 25
6 Root Barrier LF 1, 360 6. 00 8, 160. 00
S U B- TOTAL 64, 244. 70
E. Irrigation Controls & Distribution
1 18" o.c. In- line Drip Tubing Irrigation System LF 23, 200 2 Flush cap& Valve Box EA 76
3 Operation Indicator EA 76
4 PVC Ball Valve EA 26
5 2" Gate Valve EA 4
6 Tree RWS System EA 158
7 6" Pop- Up Rotary Nozzle EA 134
8 QF Header( 10- 18/ 10- 12) LF 530
9 3/ 4" Lateral Line LF 4, 872
10 1" Lateral Line LF 1, 392
11 1- 1/ 4" Lateral Line LF 696
12 1- 1/ 2" Main Line LF 156
13 2" Main Line LF 1, 044
14 1" conduit for control wires LF 1, 200
15 14- 2 Maxi- Cable LF 1, 392
16 1" Valves, Boxes& Decoders EA 11
17 1- 1/ 2" Valves, Boxes& Decoders EA 9
18 1" Valves/ Filter, Boxes& Decoders EA 22
19 3/ 4" Quick Couplers EA 8
20 Irrigation Sub- Total SF 42, 686 2. 02 86, 225. 72
SUB- TOTAL 86, 225. 72
EST- 2021- 01- 21- Village NN- Engineers Estimate- To RI- 255 1. 11 TOTAL 240, 005. 02
10% Contingency 24, 000. 50
Construction Total 264, 005. 52
Ori inal Bud et( 2018- 06- 22)
350, 944
Red= over budget/ Green= under budget
VIL NN:( Pkwy Strips ( 9, 428
8/ sfl):` 75, 424. 00 ;
VIL NN ( A143 : 116; 240. 00 `
VIL' NN ( A144 : 159, 2$ 0. 00
86, 938
NOTES:

1. Items not included as a part of this estimate: F. Erosion control & siltation cost, SWPPP A. Permits G. Landscaping Fees
B. Utility Fees H. Joint trench
C. City fees, bond fees I. Easement acquisitions
D. Engineering/ design fees J. Power Pole Relocation
E. Soils engineering cost

2. This is a preliminary estimate only and not to be used as a bidding quantity sheet EST- 2021- 01- 21- Village NN- Engineers Estimate- To RI- 255 1. 11 miiii urn i rwr

OPINION OF PROBABLE COST
ENG1NEEft7NG
River Islands Stage 2B - Village NN Pocket Parks ( N45 & N46) Lathrop, CA 100% Submittal 2/ 17/ 2021
ITEM DESCRIPTION UNIT QUANT. UNIT COST AMOUNT
A. Site Preparation
1 Site Grading ( Fine) SF 56, 512 0. 95 53, 686. 40
SUB- TOTAL 53, 686. 40
B. Flatwork/ Surfacing
1 12" Concrete Mow Curb LF 1, 011 20. 00 20, 220. 00
2 Natural colored 6" Conc. Flatwork SF 4, 179 12. 00 50, 148. 00 3 Wood Perimeter Fence LF 305 32. 00 9, 744. 00
4 Pilaster LF 8 1, 000. 00 8, 000. 00
5 4" X6" Washed River Gravel SF 122 5. 50 671. 00
SUB- TOTAL 88, 112. 00
C. Furnishings/ Equipment/ Structures
1 Benches EA 8 1, 015. 00 8, 120. 00
2 Trash Receptacles EA 4 575. 00 2, 300. 00
3 Recycling Receptacles EA 4 575. 00 2, 300. 00
4 Picnic Table- Rectangular EA 1 685. 00 685. 00
5 Removable Bollard EA 3 2, 000. 00 6, 000. 00
6 Arbor EA 1 15, 000. 00 15, 000. 00
S U B- TOTAL 34, 405. 00
C. Planting
1 Drill Seed Lawn SF 21, 794 0. 06 1, 307. 64
2 1 Gallon Shrubs EA 2, 337 9. 70 22, 668. 90
3 15 Gallon Trees EA 65 113. 00 7, 345. 00
4 Soil Conditioning& Amendments SF 51, 322 0. 20 10, 264. 40 5 Bark SF 29, 528 0. 21 6, 200. 88
6 Root Barrier LF 840 3. 70 3, 108. 00
SUB- TOTAL 50, 894. 82
D. Irrigation Controls & Distribution
1 Irrigation Sub- Total SF 51, 322 1. 55 79, 549. 10
SUB- TOTAL 79, 549. 10
TOTAL 306, 647. 32
10% Contingency 30, 664. 73
Construction Total 337,312. 05
Ori inal Bud et 2018- 06- 22)
558, 675
Red=over budget/ Green=under budget
Lake 13- Pf? P45 335,400. 00
ake 13- PP;;( P46) ' r> > :$ 209, 1 00. 00
Lake 13- Lake Ed e LS, 14, 175. 00 `
EST- 2021- 02- 17- Village NN Pocket Park- Engineers Estimate- 25511. 15 221, 363
NOTES:

2. This is a preliminary estimate only and not to be used as a bidding quantity sheet EST- 2021- 02- 17- Village NN Pocket Park- Engineers Estim e- 25511. 15 NG1N£ E+Z1NG
ENGINEER' S PRELIMINARY COST ESTIMATE October 18, 2018
VILLAGE NN( 94 UNITS) Job No.: 25503- 54
STAGE 2B

RIVER ISLANDS

CITY OF LATHROP, SAN JOAQUIN COUNTY, CALIFORNIA
Item Description Quantity Unit Unit Price Amount

ROADWAY
1 Fine Grading 431, 500 SF $ 0. 45 $ 194, 175. 00
2 3" AC Paving 10, 200 SF $ 1. 50 $ 15, 300. 00
3 4. 5" AC Paving 145, 700 SF $ 2. 25 $ 327, 825. 00
4 6" Aggregate Base 10,200 SF $ 0. 90 $ 9, 180. 00
5 8" Aggregate Base 145, 700 SF $ 1. 20 $ 174, 840. 00
6 Vertical Curb and Gutter ( with AB cushion) 3, 000 LF $ 15. 00 $ 45, 000. 00 7 Roiled Curb and Gutter( with AB cushion) 6,400 LF $ 15. 00 $ 96, 000. 00 8 Concrete Sidewalk 62, 300 SF $ 5. 00 $ 311, 500. 00
9 Driveway Approach 94 EA $ 600. 00 $ 56, 400. 00
10 Handicap Ramps 16 EA $ 2, 500. 00 $ 40, 000. 00
11 Survey Monuments 15 EA $ 300. 00 $ 4, 500. 00
12 Traffic Striping& Signage 5, 000 LF $ 5. 00 $ 25, 000. 00 13 Dewatering ( budget) 5, 000 LF $ 75. 00 $ 375, 000. 00 Subtotal Roadway $ 1, 674, 720. 00

STORM DRAIN
14 15" Storm Drain Pipe 1, 500 LF $ 34. 00 $ 51, 000. 00 15 18" Storm Drain Pipe 1, 200 LF $ 46. 00 $ 55, 200. 00 16 24" Storm Drain Pipe 400 LF $ 65. 00 $ 26, 000. 00
17 30" Storm Drain Pipe 350 LF $ 80. 00 $ 28, 000. 00
18 36" Storm Drain Pipe 150 LF $ 95. 00 $ 14, 250. 00
19 48" Storm Drain Pipe 150 LF $ 125. 00 $ 18, 750. 00
20 Catch Basins ( type A inlet over type I manhole base) 29 EA $ 2, 800. 00 $ 81, 200. 00 21 Catch Basins ( type A inlet overtype ll manhole base) 1 EA $ 5, 000. 00 $ 5, 000. 00 22 Catch Basins ( type A inlet overtype! ll manhole base) 1 EA $ 7, 500. 00 $ 7, 500. 00 23 Field Inlets ( type C inlet over type I manhole base) 1 EA $ 2, 800. 00 $ 2, 800. 00 24 Manholes ( type I) 1 EA $ 3,000. 00 $ 3, 000. 00
25 Manholes( type lI) 2 EA $ 5, 000. 00 $ 10, 000. 00
26 Connect to Existing 6 EA $ 1, 700. 00 $ 10, 200. 00
27 Stub& Plug 3 EA $ 1, 000. 00 $ 3, 000. 00
Subtotal Storm Drain $ 315, 900. 00
200 STQNEaIDGE MAL ROAD. SUITE 33t1, PLEASANTON, CA 9q588 • P. 925.. 23-&34a F:' 09 5' 1, 2456 T:\ 25503- River Islands\ Phase 54- Village NN\ Word& Excel\ Cos[ Estimate\ Stage 2B Village NN Cost Estimate\ Village NN NG7NEEfZ1NG
Item Description Quantity Unit Unit Price Amount

SANITARY SEWER
28 8" Sanitary Sewer Pipe 3, 500 LF $ 28. 00 $ 98, 000. 00 29 10" Sanitary Sewer Pipe 1, 300 LF $ 75. 00 $ 97, 500. 00 30 Manholes 20 EA $ 4, 000. 00 $ 80, 000. 00
31 Manholes ( trunk) 1 EA $ 6, 000. 00 $ 6, 000. 00
32 Sewer Service 96 EA $ 600. 00 $ 57, 600. 00
33 Connect to Existing 2 EA $ 3, 000. 00 $ 6, 000. 00
34 Stub& Piug 4 EA $ 1, 000. 00 $ 4, 000. 00
Subtotal Sanitary Sewer $ 349, 100. 00

WATER SUPPLY
35 8" Water Line ( including all appurtenances) 3, 000 LF $ 32. 00 $ 96, 000. 00 36 10" Water Line ( including all appurtenances) 2, 100 LF $ 40. 00 $ 84, 000. 00 37 8" GV 15 EA $ 1, 550. 00 $ 23, 250. 00
38 10" GV 10 EA $ 2, 500. 00 $ 25, 000. 00
39 Blow- Off 7 EA $ 4, 000. 00 $ 28, 000. 00
40 ARV 3 EA $ 2, 500. 00 $ 7, 500. 00
41 Fire Hydrants 9 EA $ 4, 000. 00 $ 36, 000. 00
42 Water Service 103 EA $ 2, 000. 00 $ 206, 000. 00
43 Connect to Existing 5 EA $ 4, 000. 00 $ 20, 000. 00
44 Stub& Plug 4 EA $ 1, 000.00 $ 4, 000. 00
Subtotal Water Supply $ 529, 750. 00

NON- POTABLE WATER
45 8" Non- Potable Water Line ( includingall appurtenances) 1, 300 LF $ 35. 00 $ 45, 500. 00 46 10" Non- Potable Water Line ( including all appurtenances) 900 LF $ 43. 00 $ 38, 700. 00 47 8" GV 1 EA $ 1, 550. 00 $ 1, 550. 00
48 Blow- Off 2 EA $ 4, 000. 00 $ 8, 000. 00
49 Non- Potable Water Service 7 EA $ 2, 000. 00 $ 14, 000. 00 50 Connect to Existing 3 EA $ 3, 000. 00 $ 9, 000. 00
51 Stub& Plug 1 EA $ 1, 000.00 $ 1, 000. 00
Subtotal Non- Potable Water $ 117, 750. 00
62Q0 STO? ERIDGE R IAL ROAD. SUkTE 330. P_ EASANTON. CA 5 Sb8 • P: 25. 223. 834 i • F: 209 5712 i86 T:\ 25503- River Islands\ Phase 54- Village NN\ Word& Excel\ Cost Estimate\ Stage 2B Village NN Cost Estimate\ Village NN NG7NEEfZ1NG
Item Description Quantity Unit Unit Price Amount

LAKE FILL LINE
52 16" Lake Fill Line 1, 400 LF $ 50. 00 $ 70, 000. 00
53 3" Aeration Line 1, 400 LF $ 4. 00 $ 5, 600. 00
54 Butterfly Valve 1 EA $ 3, 000. 00 $ 3, 000. 00
55 Blow- Off 1 EA $ 4, 000. 00 $ 4, 000. 00
56 ARV 1 EA $ 2, 500. 00 $ 2, 500. 00
57 Connect to Existing 1 EA $ 3, 000. 00 $ 3, 000. 00
Subtotal Lake Fill Line $ 88, 100. 00
TOTAL CONSTRUCTION COST( nearest$ 1, 000) $ 3, 076, 000. 00 COST PER LOT $ 32, 723. 00
Notes:
1) Unit prices are based on estimated current construction costs and no provision for inflation is included. 2) This estimate does not include surveying, engineering, clearing, grading, erosion control, landscaping, irrigation, or street trees. 6 Q aTi}'+lEftIDGE MAL ROAD. SIJI? E 33, PLEASAIdTON. CA 5 58t3 • P. 925.2 3 8340 • F: 209 571,:. 486 T:\ 25503- River Islands\ Phase 54- Village NN\ Word& Excel\ Cost Estimate\ Stage 2B Village NN Cost Estimate\ Village NN

OPINION OF PROBABLE COST
ENGtlME fi7NiCi
River Islands Parkway - Village " NN" Lathrop, CA
100% Submittal 1/ 22/ 2021
ITEM DESCRIPTION UNIT QUANT. UNIT COST AMOUNT
A. Site Preparation
1 Site Grading ( Fine) SF 48, 794 0. 50 24, 397. 00
SUB- TOTAL 24, 397. 00
B. Flatwork/ Surfacing/ Walls
1 12" Concrete Mow Curb LF 1, 411 12. 00 16, 932. 00
2 Natural colored 6" Conc. Flatwork SF 3, 618 6. 00 21, 708. 00 1 Cobbles/ Boulders SF 208 220 457. 60
2 Cobble set in Concrete SF 789 10. 00 7, 890. 00
4 Permaloc Edging LF 72 10. 00 720. 00
1 Bench EA 6 2, 905. 00 17, 430. 00
SUB- TOTAL 65, 137. 60
D. Planting
1 1 Gallon Shrubs EA 2, 593 8. 25 21, 392. 25
2 15 Gallon Trees EA 78 120. 00 9, 360. 00
3 Sod- Lawn Grass SF 12, 366 0. 40 4, 946. 40
4 Soil Conditioning & Amendments SF 42, 686 0. 30 12, 805. 80 5 Bark SF 30, 321 0. 25 7, 580. 25
6 Root Barrier LF 1, 360 6. 00 8, 160. 00
S U B- TOTAL 64, 244. 70
E. Irrigation Controls& Distribution
1 18" o. c. In- line Drip Tubing Irrigation System LF 23, 200 2 Flush cap& Valve Box EA 76
3 Operation Indicator EA 76
4 PVC Ball Valve EA 26
5 2" Gate Valve EA 4
6 Tree RWS System EA 158
7 6" Pop- Up Rotary Nozzle EA 134
8 QF Header( 10- 18/ 10- 12) LF 530
9 3/ 4" Lateral Line LF 4, 872
10 1" Lateral Line LF 1, 392
11 1- 1/ 4" Lateral Line LF 696
12 1- 1/ 2" Main Line LF 156
13 2" Main Line LF 1, 044
14 1" conduit for control wires LF 1, 200
15 14- 2 Maxi- Cable LF 1, 392
16 1" Valves, Boxes& Decoders EA 11
17 1- 1/ 2" Valves, Boxes& Decoders EA 9
18 1" Valves/ Filter, Boxes& Decoders EA 22
19 3/ 4" Quick Couplers EA 8
20 Irrigation Sub- Total SF 42, 686 2. 02 86, 225. 72
S U B- TOTAL 86, 225. 72
EST- 2021- 01- 21- Village NN- Engineers Estimate- To RI- 255111. 11 TOTAL 240, 005. 02
10% Contingency 24, 000. 50
Construction Total 264, 005.52
Ori inal Bud et( 2018- 06-22)
350, 944
Red= over budget/ Green= under budget
VIL NN;( Pkwy Strips( 9; 428
8/ sfl): 75,424. 00
VIL NN A143 : 116; 240. 00`
UIL NN( A144): 159, 280. 00> -
86, 938
NOTES:

2. This is a preliminary estimate only and not to be used as a bidding quantity sheet EST- 2021- 01- 21- Village NN- Engineers Estimate- To RI- 255 1. 11

OPINION OF PROBABLE COST
NGiIU EEft7NG
River Islands Stage 2B - Village NN Pocket Parks ( N45 8 N46) Lathrop, CA 100% Submittal 2/ 17/ 2021
ITEM DESCRIPTION UNIT QUANT. UNIT COST AMOUNT
A. Site Preparation
1 Site Grading ( Fine) SF 56, 512 0. 95 53, 686. 40
SUB- TOTAL 53, 686. 40
B. Flatwork/ Surfacing
1 12" Concrete Mow Curb LF 1, 011 20. 00 20, 220. 00
2 Natural colored 6" Conc. Flatwork SF 4, 179 12. 00 50, 148. 00 3 Wood Perimeter Fence LF 305 32. 00 9, 744. 00
4 Pilaster LF 8 1, 000. 00 8, 000. 00
5 4" X6" Washed River Gravel SF 122 5. 50 671. 00
SUB- TOTAL 88, 112. 00
C. Furnishings/ Equipment/ Structures
1 Benches EA 8 1, 015. 00 8, 120. 00
2 Trash Receptacles EA 4 575. 00 2, 300. 00
3 Recycling Receptacles EA 4 575. 00 2, 300. 00
4 Picnic Table- Rectangular EA 1 685. 00 685. 00
5 Removable Bollard EA 3 2, 000. 00 6, 000. 00
6 Arbor EA 1 15, 000. 00 15, 000. 00
S U B- TOTAL 34, 405. 00
C. Planting
1 Drill Seed Lawn SF 21, 794 0. 06 1, 307. 64
2 1 Gallon Shrubs EA 2, 337 9. 70 22, 668. 90
3 15 Gallon Trees EA 65 113. 00 7, 345. 00
4 Soil Conditioning & Amendments SF 51, 322 0. 20 10, 264. 40 5 Bark SF 29, 528 021 6, 200. 88
6 Root Barrier LF 840 3. 70 3, 108. 00
SUB- TOTAL 50, 894. 82
D. Irrigation Controls & Distribution
1 Irrigation Sub- Total SF 51, 322 1. 55 79, 549. 10
SUB- TOTAL 79, 549. 10
TOTAL 306, 647. 32
10% Contingency 30, 664. 73
Construction Total 337, 312. 05
Ori inal Bud et( 2018- 06- 22)
558, 675
Red= over budget/ Green= under budget
Lake: 13- PP; P45 335,400.00
Lake 13-, PP( P46) i . ;;$ 209, 1: 00. 00 '-
Lake 13- Lake Edge LS 14, 175. 00
EST- 2021- 02- 17- Village NN Pocket Park- Engineers Estimate- 25511. 15 221, 363
NOTES:

1. Items not included as a part of this estimate: F. Erosion control& siltation cost, SWPPP A. Permits G. Landscaping Fees
B. Utility Fees H. Joint trench
C. City fees, bond fees I. Easement acquisitions
D. Engineering/ design fees J. Power Pole Relocation
E. Soils engineering cost

2. This is a preliminary estimate only and not to be used as a bidding quantity sheet EST- 2021- 02- 17- Village NN Pocket Park- Engineers Estim te- 25511. 15

ATTACH M ENT D

JOINT ESCROW INSTRUCTIONS

RECORDATION OF FINAL MAPS

RIVER ISLANDS AT LATHROP)
April 11, 2022
Via Email and Hand Delivery
Old Republic Title Company
1215 W. Center Street, Suite 103
Manteca, CA 95337
Attn: Lori Richardson
Re: Recordation of Final Map 4072; Escrow No. 1214022473 Dear Lori:

This letter constitutes the joint escrow instructions (" Escrow lnstructions") of River Islands Stage 2B, LLC, a Delaware limited liability company (" RIS2B°') and the City of Lathrop (" Cit') in connection with the above- referenced escrow (" Escrovd'). The Escrow was opened in connection with recordation of the above- referenced final map (" Final Map"). Recordation of the Final Map is subject to the conditions set forth below. The transactions described in these Escrow Instructions are referred to as the " Transaction." Old Republic Title Company is referred to as "you" or" ORTC." A. Date for Closinqs
The Final Map will be recorded at the time designated by RIS2B as set forth below. The Final Map can only be recorded after the City has approved the map in writing. The closing date for the Transaction is intended to occur by December 30, 2022, at the time designated in writing by RIS2B, subject to satisfaction of the conditions set forth below ( each a Closing'). If the Final Map has not been recorded by June 30, 2023, ORTC will return the Final Map to the City.

B. Documents to be Delivered and Recordation Documents
In connection with the Transaction, you have in your possession or will receive the following documents from City and RIS2B for recordation in the Official Records of San Joaquin County, California (" Official Records").

B. 1. One original Final Map for Tract 4072, executed and acknowledged by the City ( provided to title by City).

6.2. One original Common Use Agreement with Island Reclamation District No. 2062 for portions of Goodland Court, including Offer of Dedication for Public Utility Easements (provided to title by City).

The documents listed in Items B. 1 and 6.2 above are referred to as the Recordation Documents." The Recordation Documents shall be recorded in the order referred to above. The date on which the Recordation Documents are recorded in the Official Records is the Recordation Date.

C. Funds and Settlement Statement
You also have received, or will receive from RIS2B, prior to the recordation of the Recordation Documents, in immediately available funds, the following amounts, in accordance with the settlement statement prepared by you and approved in writing by both RIS2B and City (" Settlement Statemenf'): recordation costs, escrow fees and other 1 JOINT ESCROW INSTRUCTIONS

RECORDATION OF FINAL MAPS

RIVER ISLANDS AT LATHROP)
amounts as set forth in the Settlement Statement. Such costs, fees and other amounts are the sole responsibility of RIS2B.

Funds to be wire transferred directly to the entity set forth below, immediately upon recordation of the Final Map, in accordance with the wire transfer instructions for each entity are as follows: The amount of$ 25, 242. 21, payable to the City pursuant to that certain Agreement to Settle Litigation Regarding River Islands at Lathrop as amended " Sierra Club Agreemen'), constituting the amount of $3, 501. 00 multiplied by 7. 21 acres ( or portion thereof) included in the Final Map, is to be transferred to the City upon recordation of the Final Map. The City' s wire instructions are set forth below.

The amounts set forth in Section C are referred to as the " Closing Funds." D. Closinq Requirements
When the following has occurred, you are authorized to close the Escrow at the time( s) and in accordance with the process set forth below:

D. 1. You have delivered copies of your Settlement Statement by email transmission to: ( a) Susan Dell' Osso ( sdellosso@riverslands. com); ( b) Debbie Belmar dbelmar@riverislands. com); ( c) Brad Taylor ( btaylor@ci. lathrop. ca. us); ( d) Salvador Navarrete snavarrete@ci. lathrop. ca. us; e) Glenn Gebhardt qgebhardt@ci. lathrop. ca. us), ( f) Sandra Lewis ( slewis@ci. lathrop. ca. us), and have confirmation ( by telephone or email) from Susan Dell' Osso and Glenn Gebhardt or Brad Taylor that the Settlement Statement is accurate and acceptable; D. 2. You have not received any instructions contrary to these Escrow Instructions;
D. 3. The Recordation Documents and all other documents described herein as being held by you or delivered to you have been received by you and have been fully executed and, where applicable, acknowledged, and you have attached all legal descriptions or have confirmed that all exhibits and legal descriptions are attached; D. 4 You are prepared to record the Recordation Documents, as designated, release funds in accordance with the Settlement Statement and complete the Transaction in compliance with these Escrow Instructions; D. 5. You have delivered a copy of these instructions, executed by an authorized signatory of ORTC with authority to bind ORTC, and initialed all pages, by email transmission ( with original hard copy to follow by U. S. Mail) to Debbie Belmar and Glenn Gebhardt at the email addresses set forth above; and D. 6. You have received confirmation ( by email or other writing) from Susan Dell' Osso and Stephen Salvatore or Glenn Gebhardt to record the Recordation Documents and complete the Transaction.
2 JOINT ESCROW INSTRUCTIONS

RECORDATION OF FINAL MAPS

RIVER ISLANDS AT LATHROP)
E. Closinq Process and Priorities
When you have fully satisfied all of the closing requirements set forth in Section D, then you are authorized and instructed to do the following in the chronological order given:

E. 1. Date the Recordation Documents to be recorded;
E. 2. Record the Recordation Documents in the Official Records; E. 3. Pay the costs associated with the Transaction;
E. 4. Refund any funds delivered to you by RIS2B that are not disbursed at the time of the final Closing pursuant to these Escrow Instructions to the following entity and address:

River Islands Stage 2B, LLC
73 W. Stewart Road
Lathrop, CA 95330
Attn: Susan Dell' Osso
E. 5. Notify Susan Dell' Osso ( sdellosso@riverslands. com), Debbie Belmar (dbelmar@riverislands. com), Glenn Gebhardt ( qgebhardt@ci. lathrop. ca. us), Brad Taylor ( btavlor@ci. lathrop. ca. us), Sandra Lewis (slewis@ci. lathrop. ca. us), Teresa Vargas tvaraas@ci. lathrop. ca. us), Sarah Pimentel ( spimentel@ci. lathrop. ca.us), and Jose Molina ( JMolina@sjqov. orq) of the completion of the Transaction; E. 6. Within five ( 5) business days after each Recordation Date, deliver by overnight delivery via recognized, national, overnight delivery carrier to: ( 1) Susan Dell' Osso, River Islands Stage 2B, LLC, 73 W. Stewart Road, Lathrop, CA 95330; and 2) Mr. Glenn Gebhardt, City Engineer, City Attorney, City of Lathrop, 390 Towne Centre Drive, Lathrop, CA 95330:

A) a certified copy of the Recordation Documents, showing all recording information of the Recordation Documents; and B) a certified copy of the final Settlement Statement.

F. Additionallnstructions
When assembling the final documents, signature pages from all parties shall be inserted into each respective final document in creating fully executed counterparts.

Please acknowledge receipt of these instructions and your agreement to act as Escrow agent in connection with this Transaction in accordance with these Escrow Instructions, by executing and dating a copy of these Escrow Instructions where indicated below, initialing all pages and returning it to both of the undersigned. 3 JOINT ESCROW INSTRUCTIONS

RECORDATION OF FINAL MAPS

RIVER ISLANDS AT LATHROP)
The Escrow Instructions may be modified only in a writing signed by both of the undersigned.

Very truly yours,
Stephen J. Salvatore Date Susan Dell' Osso Date
City Manager President
City of Lathrop River Islands Stage 2B, LLC
4 JOINT ESCROW INSTRUCTIONS

RECORDATION OF FINAL MAPS

RIVER ISLANDS AT LATHROP)

ESCROW INSTRUCTIONS
ACKNOWLEDGEMENT AND AGREEMENT:

Receipt of the foregoing Escrow Instructions from RIS2B and the City is hereby acknowledged. The undersigned agrees, for itself, and on behalf of ORTC, to proceed in strict accordance with these Escrow Instructions. The undersigned represents and warrants to RIS2B and the City that the undersigned is authorized to execute this Acknowledgement and Agreement, for itself, and on behalf of ORTC.

Old Republic Title Company
By:
its:

Date:
5 RECORDING REQUESTED BY, AND
WHEN RECORDED MAIL TO:

CITY OF LATHROP
ATTN: CITY CLERK
390 TOWNE CENTRE DRIVE
LATHROP, CA 95330
Exempt from payment of recording fees( GC 27383J

SPACE ABOVE THIS LINE FOR RECORDER' S USE

COMMON USE AGREEMENT AND DEDICATION OF PUBLIC UTILITY EASEMENTS FOR VILLAGE NN WITHIN STAGE 2B PORTION LEVEE EASEMENTS THAT AFFECT

STREETS

BY AND BETWEEN THE

CITY OF LATHROP
AND
ISLAND RECLAMATION DISTRICT NO. 2062
This COMMON USE AGREEMENT AND DEDICATION OF PUBLIC UTILITY EASEMENTS FOR STREETS, associated with Phase 1 of River Islands at Lathrop entered into on April 11, 2022 Agreement") and is made and entered into by ISLAND RECLAMATION DISTRICT NO. 2062, a reclamation district organized under the laws of the State of California ( the " District"), and the CITY OF LATHROP, a municipal corporation in the State of California( the " City"), together" the Parties."

RECITALS
A. This Ageement relates to certain real property to be dedicated to City far public right of way purposes known as " Streets," specifically a cul- de- sac within the River Islands at Lathrop Master Planned Community (" River Islands Site"), being developed by River Islands Stage 2B, LLC (" River Islands").

B. The Agreement also sets for the process and includes a Grant Deed ( included herein as Exhibit B" to this Agreement), that will dedicate public utility easements (PUEs) adjacent to the rights of way of Streets that extend into the levee easement of the District.

C. On May 31, 2018, the District recorded easements across properties owned by Califia, LLC, and River Islands for the right to control and maintain the levees constructed by District for flood protection purposes to protect development of both the Stage 2A and Stage 2B sub- planning areas of the River Islands Site (° Levee Easements").

D. River Islands has proposed Tract 4072, a final map that will create a single- family subdivision within the Stage 2B sub- planning of the River Islands Site, specifically located within Village NN.

Tract 4072 contains Streets, specifically a cul- de- sac with PUEs that extend into a portion of the existing Levee Easements (" Vil] age NN Portion of Streets"), as depicted in Exhibit " A" to this Agreement.

E. Since the Levee Easements have been recorded to provide appropriate legal access and authority to District for its flood protection warks (" District Works") in accordance with the State Water Code and applicable FEMA regulations, and these levees are designed to provide 200- year Urban Level of Flood Protection ( ULOP) in accordance with approved State Department of Water Resources Standards, prior to the approval of Tract 4072 and the dedication of right of way for the Village NN Portion of Streets, the Parties acknowledge and agree that it is necessary for the Parties to enter into an agreement to outline the duties and responsibilities of each Party, for the betterment of the public and to avoid conflicts in each Party' s individual obligations under applicable law to those portions of Streets right of way located within portions of the Levee Easements (" Common Use Area") and allow for the lawful dedication of PUEs necessary for public utility services allowed and regulated by CITY.

AGREEMENT
NOW, THEREFORE, in consideration of the premises and of the mutual covenants hereinafter set forth, the Parties do hereby agree as follows:

1. City hereby agrees to the construction, reconstruction, maintenance or use by District of the District Works located within the Common Use Area which is more particularly described on Exhibit " A" to this Agreement, incorporated herein by this reference.

2. District hereby agrees to the construction, reconstruction, maintenance or use by City of the Village NN Portion of Streets within the Common Use Area which is more particularly described on Exhibit " A" to this Agreement, incorporated herein by this reference.

3. District and City acknowledge the priority of title of each other wherever applicable to the Common Use Area.

4. District has reviewed the Village NN improvement plans for surface improvements, underground pipelines, street lighting, landscaping and joint trench construction prepared by O' Dell Engineering and Power Systems Design and has no objections to the design and proposed construction of the facilities on these improvement plans that are located within the Common Use Area.

5. In the event that the future use of the Village NN Partion of Streets shall at any time necessitate rearrangement, relocarion or reconstruction of any of the District's works within the Common Use Area, Ciry shall notify District in writing of such necessity pursuant to applicable sections of the Water Code and City agrees to pay the cost of such rearrangement, relocation or reconstruction of District' s works following approval of all plans and specifications of said rearrangement, relocation, or reconstruction by the District, which approval shall not be unreasonably withheld.

6. In the event that the future use of the District Works shall at any time necessitate rearrangement, relocation or reconstruction of any of the Village NN Portion of Streets within the Common Use Area, District shall notify City in writing of such necessity and District agrees to pay the cost of such rearrangement, relocation or reconstruction of Village NN Portion of Streets following approval of all plans and specifications of said rearrangement, relocation, or reconstruction by the City, which approval shall not be unreasonably withheld.

7. City shall pay the cost to maintain, repair or replace City' s facilities located in the Common Use Area at its sole expense, and for construction, rearrangement, modification, alteration or relocation not requested or undertaken by District, except for damage resulting from maintenance, repair or replacement by District.

8. District or its assignees shall pay the cost to maintain, repair and replace District' s facilities located in the Common Use Area at its sole expense, and for construction, rearrangement, modification, alteration or relocation not requested or undertaken by City, excepting damage resulting from maintenance, repair or replacement by City.

9. District, when warking within the Common Use Area shall comply with the following provisions:
a) Except in rimes of emergency, including during a high water or flooding event, District shall provide reasonable notice to City before performing any work in the Common Use Area where such work will be performed in or on the traveled way or improved shoulders, sidewalk or landscaping of the roadway or will otherwise obstruct vehicular and/ or pedestrian traffic. b) In all cases, District shall make adequate provisions for the protection of the travelling public and provide such barricades and safety devices as are required by City standards, and in cases of non- emergency, provide a Traffic Control Plan as required by City standards and specifications. c) All work shall be planned and carried out so there will be minimum inconvenience to the traveling public.
d) All work shall be replacement in kind, conform to the existing facilities as to width and depth of surfacing thereof, meet all applicable City standards and specifications as determined by the City Engineer and shall be subject to inspection by City. l0. District and City shall use said Common Use Area in such manner as to not unreasonably interfere with the rights of either Party.

11. District shall not be responsible for any damage occurring to the City facilities in the Common Use Area that are not as a direct result of the District' s maintenance, construction or reconstruction activities, or from its flood control facilities located on or near the Common Use Area. All costs for repairing such damage to City' s facilities shall be borne by City.

12. City shall not be responsible far any damage occurring to District facilities in the Common Use Area that are not as a direct result of the City' s maintenance, construcrion or reconstruction activities of its right of way ar improvements on or near the Common Use Area. All costs for repairing such damage to District' s facilities shall be borne by District.

13. District is responsible for maintaining the aesthetic, structural integrity, and safety of its pedestrian bridges constructed by District that may transverse City right of way, including the Village NN Portion of Streets, including, but not limited to the bridge decks, piers, foundations, railings, abutment walls, and ramps. City shall not be responsible for the inspection, maintenance or repair of any District pedestrian bridges, including safety inspections of the bridge structure, footings, or abutments.

14. District shall be responsible for the vegetation and weed control activities of its levee slopes and adjacent areas that may transverse the Common Use Area. City shall be responsible for any landscaping and irrigation improvements within its right of way, including within the Common Use Area. The City or its assignees shall become responsibility for weed control within portions of the Common Use Area that are landscaped by the City.

15. District shall, for public purposes, dedicate the PUEs via Grant Deed included and incorporated herein as Exhibit " B" to this Agreement, for Streets. This Grant Deed shall be recorded concunently with the recordation of the Tract 4072 final map.

16. To the extent that the City' s rights to its rights of way and/ or PUEs for Streets under the applicable laws of the State of California do not hinder or conflict with the rights of the District under applicable laws of the State of California, such rights of the District shall remain and be in full force and effect. Should any conflict with the rights of the City by rights of the District be identified, the District hereby subrogates its rights to the City, subject to review and approval of the District' s legal counsel.

17. This Agreement shall not have a prescribed term. Termination of Ageement shall only occur if the Common Use Area ceases to be in existence and the need for this Agreement and its rights and obligations contained herein cease to be necessary. Either Party may provide written notice of such termination, subject to review and verification of the other Party.

18. Notices. Any and all notices required to be given hereunder will be deemed to have been delivered upon deposit in the United States mail, postage prepaid, addressed to either of the parties at the address hereinafter specified or as later amended by either party in writing:

City of Lathrop
Attention: City Clerk
390 Towne Centre
Lathrop, CA 95330
Reclamation District No. 2062
73 West Stewart Road
Lathrop, CA 95330
Attention: President

19. This Agreement, and all terms, covenants, and conditions hereof, will apply to and bind the successors and assigns of the respective parties hereto. Neither Party will assign nar sublet this Agreement without the prior written consent of the other Party.

20. This Agreement is governed by California law.

21. This Agreement may not be modified or amended except in wriring signed by both parties.

22. Each party must, in all activities undertaken pursuant to this Agreement, comply and cause its contractors, agents and employees to comply with all Federal, State and local laws, statutes, orders, ordinances, rules, and regulations.

23. It is expressly understood that this Agreement does not in any way whatsoever grant or convey any permanent easement, fee or other interest in a party' s real property to the other Party.

24. This Agreement, together with all exhibits attached hereto, constitutes the entire agreement between the Parties and supersedes all prior written ar aral undersCandings.

IN WITNESS WHEREOF, the City and District have signed this Agreement effective as of the Effective Date.

CITY OF LATHROP ISLAND RECLAMATION DISTRICT
A California municipal corporation NO. 2062 a California reclamation district
By: By:

Stephen Salvatore, City Manager Susan Dell'Osso, President ATTEST:

By:

Teresa Vargas, City Clerk
APPROVED AS TO FORM BY THE CITY OF LATHROP CITY ATTORNEY:

By. 3. z3- ZozZ
Salvador V. Navarrete, City Attorney
EXHIBIT " A"

COMMON USE AREA DEPICTION
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PUBLIC UTILITY EASEMENT
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R) RADIAL BEARING
a

T) TOTAL
S. F. SQUARE FEET
La
DESCRIPTION: COMMON USE AGREEMENT
I 1165 Scenic Drive, Suite A
Modesto, CA 95350 SCALE: 1" = 30' DATE: MARCH 18, 2022
0 N N G 1 N E E R 1 N G odellengineering. com
JOB NO.: 25503
FILE: 25503—EXH— TRACT 4072 CUA. DWG
EXHIBIT " B"

GRANT DEED FOR DEDICATION OF PUBLIC UTILITY EASEMENTS

RECORDING REQUESTED BY, AND
WHEN RECORDED MAILTO:

CITY OF LATHROP
ATTN: CITY CLERK
390 TOWNE CENTRE DRIVE
LATHROP, CA 95330
Exempt from payment of recording fees( GC 27383J
APN: 213- 470- 20 SPACE ABOVE THIS LINE FOR RECORDER' S USE Offer of Dedication
for Public Utility Easements
Final Map 4072)
THIS INSTRUMENT BENEFITS THE CITY ONLY. NO FEE REQUIRED.

THE UNDERSIGNED GRANTOR( S) DECLARE( S): DOCUMENTARY TRANSFER TAX IS$ computed on full value of property conveyed, or
computed on full value less liens and encumbrances remaining at time of sale.

Unincorporated area ( X) City of Lathrop
For a valuable consideration, receipt of which is hereby acknowledged, RIVER ISLANDS STAGE 2B, LLC, a Delaware limited liability company, "Grantor(s)", hereby grants to CITY OF LATHROP, a California municipal corporation " Grantee", for public purposes, a non- exclusive public utility easement together with the right to construct, reconstruct, repair and maintain, poles, wires, cables, pipes, and conduits and their appurtenances upon (the" Public Utility EasemenY') over all that real property situated in the State of California, County of San Joaquin, City of Lathrop and more particularly described as follows:

See attached Exhibit " A"
In witness whereof the undersigned have executed this instrument on April , 2022.

Grantor( s):

RIVER ISLANDS STAGE 2B, LLC,
a Delaware limited liability company
By:

Susan Dell' Osso, President
Notary Acknowledgment Required for each Signatory)
JN 25503 March 18, 2022

EXHIBIT A

LEGAL DESCRIPTION

PUBLIC UTILITY EASEMENT
PARCEL 20, TRACT 4032 ( 43 M& P 142)
RIVER ISLANDS- STAGE 2B

CITY OF LATHROP, SAN JOAQUIN COUNTY, CALIFORNIA
CERTAIN REAL PROPERTY SITUATE IN THE CITY OF LATHFiOP, COUNTY OF SAN JOAQUIN, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:

PUBLIC UTILITY EASEMENT( GOODLAND COURT)
BEING A PORTION OF PARCEL 20 AS SAID PARCEL IS SHOWN ON THE MAP ENTITLED " TRACT 4032, RIVER ISLANDS- STAGE 2B, LARGE LOT FINAL MAP", FILED OCTOBER 8, 2020, IN BOOK 43 OF MAPS AND PLATS, AT PAGE 142, OFFICIAL RECORDS OF SAN JOAQUIN COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE CENTER OF THE GOODLAND COURT CUL DE SAC AS SHOWN ON THE MAP ENTITLED " TRACT 4072, RIVER ISLANDS- STAGE 2B, VILLAGE NN2" FILED 2022, IN BOOK OF MAPS AND PLATS, AT PAGE OFFICIAL RECORDS OF SAN JOAQUIN COUNTY;
THENCE, ALONG A RADIAL BEARING OF NORTH 74° 22' 57" EAST, A DISTANCE OF 60. 00 FEET TO THE WESTERLY LINE OF PARCEL 20 OF SAID TRACT 4032, ALSO BEING THE POINT OF BEGINNING OF THE HEREIN DESCRIBED EASEMENT;

THENCE, LEAVING SAID WESTERLY LINE, ALONG A NON- TANGENT CURVE TO THE RIGHT, HAVING A RADIUS OF 60. 00 FEET, FROM WHiCH THE CENTER OF SAID CURVE BEARS SOUTH 74° 22' 57" WEST, THROUGH A CENTRAL ANGLE OF 48° 21' 18", AND AN ARC DISTANCE OF 50. 64 FEET, RETURNING TO SAID WESTERLY LINE OF PARCEL 20;

THENCE, ALONG SAID SOUTHWESTERLY LINE, ALONG A NON- TANGENT CURVE TO THE RIGHT, HAVING A FiADIUS OF 1, 100. 00 FEET, FROM WHICH THE CENTER OF SAID CURVE BEARS SOUTH 82° 43' 13" EAST, THROUGH A CENTRAL ANGLE OF 02° 33' 37", AND AN ARC DISTANCE OF

49. 15 FEET TO THE POINT OF BEGINNING.

CONTAINING 183 SQUARE FEET, MORE OR LESS.

A PLAT OF THE ABOVE DESCRIBED EASEMENT IS ATTACHED HERETO AS EXHIBIT B AND BY THIS REFERENCE MADE A PART HEREOF.

END DESCRIPTION

THIS DESCRIPTION HAS BEEN PREPARED BY ME, OR UNDER MY DIRECTION, IN CONFORMANCE WITH THE REQUIREMENTS OF THE PROFESSIONAL LAND SURVEYOR' S ACT.

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WILLIAM M. KOCH o DATE
PROFESSIONAL LAND SURVEYOR No. 8092 .*
CALIFORNIA NO. 8092
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Page l of 2 25503- LEGAL- VILLAGE NN2_ CUA
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EXHIBIT B
Q- DESCRIPTION: COMMON USE AGREEMENT
1165 Scenic Drive, Suite A
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Modesto, CA 95350 SCALE 1" = 30' DATE: MARCH 18, 2022
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JOB NO.: 25503
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FILE: 25503— EXH— TRACT 4072_ CUA. DWG

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Lathrop City CouncilApril 11, 2022

Lathrop City Council
April 11, 2022