Attachment D
Atty Rev 2018
SUBDIVISION IMPROVEMENT AGREEMENT FOR
SKYLIGHT HOMES, TRACT 6033
THIS AGREEMENT is made on February 18, 2025, by and between the City of Santa Maria, a California Municipal Corporation (City), and People’s Self -Help Housing Corporation, a California non-profit corporation, in Santa Maria, California.
WHEREAS, pursuant to California law and the City ordinances , regulations and conditions, Subdivider has presented a final subdivision map for Skylight Homes, Tract 6033 (Subdivision), to the City for approval and recordation; and
WHEREAS, the City has approved a tentative map of the subdivision; the approval is on file in the Community Development Department and its terms and conditions are hereby incorporated into this Agreement; and
WHEREAS, before a final map is approved, State law requires that a subdivider either complete all required public improvements or enter into a secured agreement with the City for their completion; and
WHEREAS, in consideration of its final map approval, Subdivider desires to enter into this secured Agreement to install and complete, at its sole expense, all public improvement work (“Improvements”) required of the subdivision by the City; and
WHEREAS, the parties desire that the standards currently in force in the City shall apply to this Agreement, for the term of this Agreement and subject to Paragraph 5 of this Agreement;
NOW, THEREFORE, IT IS HEREBY AGREED as follows:
1. Subdivider to Construct Improvements . At its sole expense, Subdivider shall construct all improvements according to the conditions of the approved tentative map and the approved improvement plans, standards and specifications on file with the City Engineer and City Clerk. The improvement plans, standards and specifications are hereby incorporated by reference. Improvements identified in the City's AB 1600 fee program and constructed by the Subdivider will be reimbursed by the City in a manner set forth by the AB 1600 fee program or otherwise agreed upon by the Subdivider and the City.
Subdivider shall, at Subdivider’s expense, obtain all necessary permits and licenses for the construction and installation of the Improvements, give all necessary notices and pay all fees in accordance with adopted City fee schedules, and pay all taxes required by law.
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Prior to construction, Subdivider shall acquire and dedicate all rights-of-way, easements, and other real property necessary for construction of the Improvements. The City does not accept any dedication of property until it accepts the Improvements located thereon. Rather, Subdivider hereby grants to the City, and City hereby accepts, a license for the City and its employees and contractors to enter the land upon which the Improvements are located to do all acts necessary to perform this Agreement. This license shall terminate upon City acceptance of the Improvements on said property.
Subdivider will not be allowed to purchase water meters from the City of Santa Maria for any residence until a building permit is issued for said residence.
With the exception of work required by the guarantee/defective material and planting/irrigation maintenance bonds and as otherwise provided in the paragraph below concerning subdivider performance with due care, risk of loss for any Improvement passes to the City upon the City acceptance of that Improvement. Risk of loss includes any and all liabilities, obligations, damages, costs, injuries or claims thereof, including but not limited to claims for damages or personal injury, including death and claims for property damage, associated with the Improvement. Until acceptance of an Improvement, Subdivider shall take reasonable actions to protect the public from each and every dangerous condition that exists during the construction of said Improvement. City shall act in a reasonably timely manner to have the Improvements accepted. With regard to work required by the guarantee/defective material and planting/irrigation maintenance bond, risk of loss passes to City upon termination of Subdivider's obligation under the bonds.
Unless Subdivider obtains an extension in writing pursuant to Paragraph 5, all public improvement work shall be completed within 12 months of recordation of the final map.
2. Security for Estimated Cost of Improvements . Prior to City Council approval of the final map, the Subdivider shall deposit security for the performance of this Agreement as required by Government Code §66499 et seq.
Security shall be in the form approved by the City Attorney, and in the following amounts:
a. Faithful Performance Bond : $ 369,600.00 to guarantee construction and installation of public improvements as specified in Paragraph 1.
b. Contractor, Labor and Material Bond (50%) : $ 184,800.00 to guarantee payment to Subdivider’s contractor, subcontractors, and to persons furnishing labor, materials or equipment for the construction or installation of on- site public improvements.
c. Guarantee and Defective Material Bond (10%): $36,960.00 to guarantee and warrant the on -site public improvement work and material for one year following completion and City acceptance.
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d. Faithful Performance Bond : $ 160,000.00 to guarantee installation of the required public landscaping and irrigation as specified in Paragraph 1.
e. Contractor, Labor and Material Bond (50%) : $ 80,000.00 to guarantee payment to Subdivider’s contractor, subcontractors, and to persons furnishing labor, materials or equipment for the construction or installation of the required public landscaping and irrigation.
f. Guarantee and Defective Material Bond (10%): $16,000.00 to cover the cost of maintaining the landscaping for one year.
g. Monumentation Bond: $5,520.00 to guarantee installation of all subdivision public improvement monuments required by law prior to acceptance of the public improvements by the City, and to guarantee installation of individual property monuments within one year of the City’s acceptance of public improvements as called for on the final map.
h. Street Tree Bond: $5,500.00 to guarantee the installation of street and easement trees, including the cost of maintaining the trees for one year after acceptance.
Subdivider shall provide replacement security in the amounts required by law whenever a revision to the improvement plans results in a 10% or greater change to the estimated cost of Improvements.
Upon written request from Subdivider, City may reduce the amount of each faithful performance bond to reflect the portion of the work covered by the bond that has been completed by the Subdivider, except that no bond shall be reduced below the minimum amount required by Section 11-8- 06 of the Santa Maria Municipal Code.
The City may only release each bond required by this Agreement at the time provided for in Section 11-8-06 of the Santa Maria Municipal Code.
3. Personal Nature of Subdivider’s Obligations . Except as provided in Paragraph 4, all of Subdivider’s obligations under this Agreement are and shall remain personal obligations of Subdivider notwithstanding transfer of all or any part of the property within the Subdivision subject to this Agreement. Subdivider shall not be entitled to delegate its obligations under this Agreement without the express written consent of the City.
4. Subdivider’s Obligations on Sale or Disposition of
Subdivision. In connection with a transfer of the Subdivision, Subdivider may request a novation of this Agreement (replacement by an agreement with the transferee) and a replacement of Subdivider’s security with security provided by the transferee. Upon approval of the novation and substitution of the transferee’s security, the security required by this Agreement shall be released at the following times:
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a. Labor and material security shall be released after the passage of time within which liens can be recorded pur suant to California Civil Code §3114 et seq., measured from the date the novation is approved; and
b. All other security shall be released upon approval of the novation and substitution of the transferee’s security.
5. Extension of Agreement . Subject to Santa Maria Municipal Code §11-8-01(c), Subdivider may request an extension of time to complete Improvements required by this Agreement. The City Engineer shall be the sole and final judge as to whether or not good cause has been shown to entitle Subdivider to an extension.
Extensions will be subject to the execution of a subdivision improvement extension agreement, which may provide for the following additional consideration: (a) revision of the Improvement plans to provide for current design and construction standards; (b) revised Improvement construction estimates to reflect current Improvement costs; (c) reinstatement and/or increase of Improvement securities in accordance with revised construction estimates; and (d) increase in inspection fees to reflect current construction costs.
Subdivider shall pay the actual costs of processing the subdivision improvement extension agreement. Any such extension may be granted without notice to Subdivider’s surety and shall not affect the validity of this Agreement or release the surety or sureties on any security given for this Agreement.
6. Sales and Use Taxes.
For all construction work performed on the Project Owner/Developer agrees to make diligent and good faith efforts with the assistance of City’s designated representative to maximize the amount of sale and use tax the City receives as a result of the Project.
The Owner/Developer will include a provision in all construction contracts with qualifying contractors, subcontractors and material suppliers holding reseller’s permits requiring that they obtain a sub-permit from the California State Board of Equalization to book and record construction materials purchases/sales as sales or use taking place within the City.
Upon request by the City or the City’s designated representative, Owner/Developer shall make available copies of such contracts or other documentation demonstrating compliance with these requirements. Owner/Developer shall have the right to redact unrelated portions of such contracts when presenting them to the City or the City’s representative.
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Owner/Developer shall cooperate, to the extent allowed by applicable laws, with the City and its designated representative to diligently and in good faith pursue reasonable strategies that they identify to maximize sales or use taxes to be received by the City.
7 . General Provisions.
a. Notices. All notices required or provided for under this Agreement shall be in writing and delivered in person or sent by mail, postage prepaid and addressed as provided in this Section. Notice shall be effective on the date it is delivered in person, or, if mailed, on the date of deposit in the United States Mail.
Notices shall be addressed as follows unless a written change is filed with the City:
Notice to City:
City Engineer
City of Santa Maria
110 S. Pine Street, Suite 101
Santa Maria, CA 93458-5082
Notice to Subdivider:
Kenneth Trigueiro
People’s Self-Help Housing Corporation
1060 Kendall Road
San Luis Obispo, CA 93451
(805)540-2453
Notice to Surety:
Susan M. Exline
Harco National Insurance Co
3003 Oak Road, Suire 200
Walnut Creek, CA 94597
(925)953-5238
b. Time of Essence. Time is of essence in performance of this Agreement.
c. Compliance with Laws . Subdivider, its agents, employees, contractors, and subcontractors shall comply with all federal, state and local laws in the performance of the Improvements and land development work required by this Agreement. Subdivider acknowledges that Subdivider, not the City, is responsible for determining applicability of and complying with all local, state and federal laws, including but not limited to provisions of the California Labor Code, Public Contract Code and Government Code. The City makes no express or implied representation as to the applicability or inapplicability of any such laws to this Agreement or the parties’ respective rights or obligations hereunder, including but not limited to payment of prevailing wages, competitive bidding, subcontractor listing, or similar or different Attachment D
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matters. Subdivider further acknowledges that the City shall not be liable or responsible in law or equity for any failure by Subdivider to comply with any such laws, regardless of whether the City knew, could have known, or should have known of the need for such compliance or whether the City failed to notify Subdivider of the need for such compliance.
Notwithstanding the other provisions of this subparagraph, City represents that this Agreement satisfies the Santa Maria Municipal Code requirements for subdivision improvement security agreements.
d. Subdivider to Perform with Due Care. Subdivider, its agents, employees, contractors and subcontractors will perform this Agreement with due care. If any legal proceeding alleges liability of the City, its officers, contractors and/or employees arising or resulting from the negligent action(s) or omission(s) of Subdivider, its agents, employees, contractors and/or subcontractors arising out of said performance, Subdivider will defend (in a manner reasonably acceptable to City), hold harmless and indemnify City, its officers, contractors and employees, but such indemnity shall be only to the extent the liability of the City does not arise from its sole negligence or misconduct. This paragraph shall survive City acceptance of the Improvements under this Agreement.
e. Remedies upon Subdivider’s Default . City reserves to itself all remedies available at law or in equity for breach of Subdivider’s obligations under this Agreement. This includes, but is not limited to, using security to mitigate City damages because of Subdivider’s default. Failure to enforce with respect to a default shall not be construed as a waiver.
f. Proceeding to Enforce. In the event that a proceeding is brought to enforce the terms of this Agreement, the prevailing party shall be entitled to litigation costs and reasonable attorney’s fees. If the proceeding seeks Subdivider’s performance hereunder and the City prevails, Subdivider also agrees to pay all City costs and expenses to obtain performance, including but not limited to architects’ and engineers’ fees.
g. Severability. The provisions of this Agreement are
severable. If any portion of this Agreement is held invalid by a court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect unless amended or modified by mutual written consent of the parties.
h. Captions. The captions of this Agreement are for
convenience and reference only and shall not define, explain, modify, limit, exemplify, or aid in the interpretation, construction or meaning of any provisions of this Agreement.
i. Incorporation of Recitals. The recitals to this Agreement are hereby incorporated into the terms of this Agreement.
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j. Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter. All modifications, amendments, or waivers of the terms of this Agreement must be in writing and signed by the appropriate representatives of the parties.
k. Recordation. This Agreement, or a memorandum hereof, may be recorded. If either such document is recorded, when all the Improvements have been accepted and upon the written request of Subdivider, City shall sign and acknowledge a termination of the recorded document.
l. Interpretation. This Agreement shall be interpreted in accordance with the laws of the State of California.
m. Jurisdiction. Jurisdiction of all disputes over the terms of this Agreement shall be in the County of Santa Barbara, State of California.
n. Warranty of Authority. Each person signing this Agreement on behalf of the subdivider warrants that he or she has authority to do so.
o. Approvals. Whenever either party’s approval is required pursuant to the terms of this Agreement, such approval shall not be unreasonably withheld, delayed or conditioned.
p. Benefit of Agreement. This Agreement is intended
exclusively for the benefit of the parties hereto. No third party: (i) may enforce the terms of this Agreement; (ii) is entitled to the performance or enforcement of this Agreement by either party; or (iii) may claim the existence of any duty or obligation by either party to the third party based upon this Agreement.
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IN WITNESS WHEREOF, this Agreement is executed by the parties as of the date hereinabove first written.
CITY OF SANTA MARIA
A municipal corporation
of the State of California
“CITY”
ATTEST:
By: ______________________________ By: ________________________________ Chief Deputy City Clerk Mayor
APPROVED AS TO FORM: CONTENTS:
By: ______________________________ By: ________________________________ City Attorney Department Head
By: ________________________________
City Manager
“SUBDIVIDER”
People’s Self-Help Housing Corporation
By: ______________________________ By: __________________________________ Kenneth Trigueiro, President & CEO
James Summer, Director of Home Ownership