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CC - Item 4D - Approval of Undertaking Agreement for Parcel Map No. 70670 -3715 Ellis Lane last M ROSEMEAD CITY COUNCIL ` STAFF REPORT rrr ` °7 TO: THE HONORABLE MAYOR AND CITY COUNCIL FROM: JEFF ALLRED, CITY MANAGER 1/34 DATE: FEBRUARY 10, 2015. SUBJECT: APPROVAL OF UNDERTAKING AGREEMENT FOR PARCEL MAP No. 70670 — 3715 ELLIS LANE. SUMMARY The Undertaking Agreement for Parcel Map No. 70670 is being submitted for consideration and approval to guarantee construction of public improvements subsequent to the recordation of the parcel map. Staff Recommendation It is recommended that the City Council approve the Undertaking Agreement for Parcel Map No. 70670 and direct the City Clerk to arrange for the recordation of the map. DISCUSSION The Rosemead Planning Commission approved Tentative Parcel Map No. 70670 on September 19, 2011 subject to Conditions of Approval that require the subdivider to construct new sewer laterals, sidewalk, driveway approaches, curb and gutter, parkway trees and survey monuments prior to recordation of the final map. If the public improvements are not constructed prior to recordation of the final map, the subdivider must execute an undertaking agreement and provide Faithful Performance and Labor and Materials Bond in an amount approved by the City Engineer. The undertaking agreement guarantees construction of the public improvements within two (2) years. In lieu of surety bonds, the subdivider has provided a security deposit in the amount of $95,500.00 PUBLIC NOTICE PROCESS This item has been noticed through the regular agenda notification process. 1TEMxoMa. City Council Meeting February 10,2015. Page 2 of 2 Prepared B . Rafael . Fajardo, P.E. City Engineer tr Sub fitted By. Matt Hawkesworth Asst. City Manager/Director of Public Works Attachment A: Undertaking Agreement Attachment B: Security Deposit Attachment C: Parcel Map 70670 UNDERTAKING AGREEMENT RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL TO: ) ) CITY OF ROSEMEAD ) 8838 E. Valley Blvd. ) Rosemead, CA 91770 ) Attention: City Clerk ) ) ) (Space Above This Line for Recorders Use Only) Exempt from recording fee per Gay. Code§27383. CITY OF ROSEMEAD SUBDIVISION IMPROVEMENT AGREEMENT PARCEL MAP NO. 70670 THIS SUBDIVISION IMPROVEMENT AGREEMENT ("Agreement") is effective as of day of , 2015, by and between the CITY OF ROSEMEAD, State of California, acting by and through its CITY Council, hereinafter referred to as "CITY" and TQArrc� •mAi K�luv, S(M //o, L -uy (NAME) ?x 1A541,The 0CE ST 0S Wolof q (77D (ADDRESS) hereinafter called the "SUBDIVIDER." RECITALS: A: The CITY approved Tentative Map 70670 on 09/19/11 ("The Tentative Map'), subject to certain conditions of approval, which conditions include construction of certain public improvements (the "Improvements") as set forth in Exhibit A attached hereto an incorporated into this Agreement. B.: The SUBDIVIDER has filed the Map with the CITY Engineer of the CITY of Rosemead (the "CITY Engineer") for presentation to the CITY Council of the CITY of Rosemead (the "CITY Council") for its approval. C. The SUBDIVIDER has not yet completed the required Improvements to receive a final map and therefore must enter into an agreement with the CITY providing for the future construction and installation of the Improvements, as required by Government Code section 66462(a)(1). D. CITY and SUBDIVER desire to enter into this Agreement providing for the construction and installation of the Improvements. AGREEMENT NOW THEREFORE, in consideration of the faithful performance of the terms and conditions set forth in this Agreement, the parties agree as follows: 1. Duty to Install Improvements. The SUBDIVIDER, for and in consideration of the approval of the final map of that certain land division known as Parcel Map 70670 hereby agrees, at the SUBDIVIDER'S own cost and expense to furnish all labor, materials, and equipment necessary to perform and complete, and within twenty-four (24) months from the date of filing of said map, to perform and complete in a good and timely manner, the Improvements set forth in Exhibit "A" to the satisfaction of the CITY Engineer. All required Improvements have an estimated cost of construction of Ninety Five Thousands Five Hundred Dollars ($95,500.00) as shown on Exhibit "B." 2. Duty to Maintain Improvements. CITY shall not be responsible or liable for the maintenance or care of the Improvements until CITY formally approves and accepts them in accordance with its policies and procedures. CITY shall exercise no control over the Improvements until approved and accepted. Any use by any person of the Improvements, or any portion thereof, shall be at the sole and exclusive risk of the SUBDIVIDER at all times prior to CITY's acceptance of the Improvements. SUBDIVIDER shall maintain all the Improvements in a state of good repair until they are completed by SUBDIVIDER and approved and accepted by CITY. Maintenance shall include, but shall not be limited to, repair of pavement, curbs, gutters, sidewalks, signals, parkways, water mains, and sewers; maintaining all landscaping in a vigorous and thriving condition reasonably acceptable to CITY; removal of debris from sewers and storm drains; and sweeping, repairing, and maintaining in good and safe condition all streets and street improvements. It shall be SUBDIVIDER's responsibility to initiate all maintenance work, but if it shall fail to do so, it shall promptly perform such maintenance work when notified to do so by CITY. If SUBDIVIDER fails to properly prosecute its maintenance obligation, CITY may do all work necessary for such maintenance and the cost thereof shall be the responsibility of SUBDIVIDER and its surety under this Agreement. CITY shall not be responsible or liable for any damages or injury of any nature in any way related to or caused by the Improvements or their condition prior to acceptance. Notwithstanding the above, SUBDIVIDER shall make available for public use any streets, curbs, gutters, sidewalks or walkways, streetlights, street furniture, storm drain improvements, fire hydrants, and any other facilities intended for general public use, which are installed, altered or affected by the work, as soon as they can be safely placed in service. 3. Performance, Labor and Materials and Warranty Security: SUBDIVIDER shall, at all times, guarantee its performance of this agreement by furnishing to CITY and maintaining good and sufficient security as required by the State Subdivision Map Act on forms approved by CITY for the purposes and in the amounts as follows: a. To ensure a faithful performance of this agreement in regard to the improvements in the amount of 100% of the estimated cost of construction for the improvements; and b. To secure payment to any contractor, sub-contractor, persons renting equipment or furnishing labor and materials for the improvement required to be constructed or installed pursuant to this agreement in the additional amount of 100% of the estimated cost of construction of the improvements; and c. To guarantee or warranty the work done pursuant to this agreement for a period of one(1) year following the acceptance thereof by CITY against any defective work or labor done, or defective materials furnished in the amount of 20% of the estimated cost of construction of the improvements; and d. To warranty, the setting of required subdivision monuments within one (1) year following recordation of the Final Map in the amount of 100% of the estimated cost of setting subdivisions monuments s shown in Exhibit "B." e. To guarantee the landscape maintenance of all landscape improvements for a period of one (1) year following acceptance of thereof by the City. The securities required by this agreement shall be kept on file with the City Clerk. The terms of the security documents required by this agreement are hereby incorporated in this agreement by reference and copies attached hereto. The security, which guarantee performance, can be release upon acceptance of the improvements by the City Council. The security which guarantee payment to contractor, sub-contractors and persons furnishing labor, materials or equipment can be released six (6) months after acceptance of the improvements by the City Council, less the total of all claims to which the CITY has been given proper notice. 4. Non-Liability of CITY, Hold Harmless and Indemnity by SUBDIVIDER: a. The CITY shall not nor shall any officer or employee thereof, be liable or responsible for any accident, loss, or damage happening or occurring to the work specified in this agreement prior to the completion and approval of same; nor shall the CITY, nor any officer or employee thereof, be liable for any persons or property injured by reason of the nature of said work, or by reason of the acts or omissions of the SUBDIVIDER, his agents, or employees, in performances of said work. All of said liabilities shall be assumed by the SUBDIVIDER. The SUBDIVIDER further agrees to protect and hold harmless the CITY, its officers, and employees, in performance of said work. All of said liabilities shall be assumed by the SUBDIVIDER. b. SUBDIVIDER agrees to indemnify, defend and hold the CITY, its elective and appointed boards, commissions, officers, agents, employees and consultants, harmless from and against any and all claims, liabilities, losses, damages or injuries of any kind (collectively, "Claims") arising out of SUBDIVIDER'S, or SUBDIVIDER'S contractors', subcontractors', agents' or employees', acts, omissions, or operations under this Agreement, including, but not limited to, the performance of the work and the use and operation of the Improvements prior acceptance by CITY, whether such acts, omissions, or operations are by SUBDIVIDER or any of SUBDIVIDER'S contractors, subcontractors, agents or employees. This indemnification includes, without limitation, the payment of all penalties, fines, judgments, awards, decrees, attorneys' fees, and related costs or expenses, and the reimbursement of CITY, its elected officials, officers, employees, and/or agents for all legal expenses and costs incurred by each of them. The aforementioned indemnity will apply regardless of whether or not CITY has prepared, supplied or approved plans and/or specifications for the Improvements and regardless of whether any insurance required under this Agreement is applicable to any Claims. The CITY does not and will not waive any of its rights under this indemnity provision because of its acceptance of the bonds or insurance required under the provisions of this Agreement. SUBDIVIDER'S obligation to indemnify CITY will survive the expiration or termination of this Agreement. CITY. 5. Insurance. During the term of this Agreement, SUBDIVIDER shall maintain at its cost and expense the following insurance coverage against Claims, including Claims for injuries to persons or damages to property that may arise from or in connection with the performance of the Work and the results of that Work by the SUBDIVIDER, its contractors, agents, representatives, employees or subcontractors, with insurers with an A.M. Best's rating of no less than A:VII unless otherwise accepted by the City in writing: a. Commercial General Liability (CGL). SUBDIVIDER shall provide or cause to be provided Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to the Project and Property or the general aggregate limit shall be twice the required occurrence limit. b. Automobile Liability Insurance. SUBDIVIDER shall provide or cause to be provided ISO Form Number CA 00 01 covering any auto (Code 1), or if SUBDIVIDER has no owned autos, hired (Code 8), and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage. c. Workers' Compensation Insurance. SUBDIVIDER shall provide, or cause to be provided, workers' compensation insurance as required by law, and shall cause its contractors and their subcontractors, agents and representatives to maintain workers' compensation insurance as required by the State of California, with statutory limits, and employer's liability insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. For services deemed public works, by signing this agreement, SUBDIVIDER is certifying, pursuant to Section 1861 of the California Labor Code, that: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self- insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work of this Agreement." d. Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions: i. Additional Insured Status. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the SUBDIVIDER including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the SUBDIVIDER's insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10 and CG 20 37 if a later edition is used). H. Primary Coverage. For any Claims related to this Agreement, the SUBDIVIDER's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the SUBDIVIDER's insurance and shall not contribute with it. Hi. Notice of Cancellation. Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. iv. Waiver of Subrogation. SUBDIVIDER hereby grants to City a waiver of any right to subrogation which any insurer of said SUBDIVIDER may acquire against the City by virtue of the payment of any loss under such insurance. SUBDIVIDER agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. v. Deductibles and Self-Insured Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City. The City may require the SUBDIVIDER to purchase coverage with a lower deductible or retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. vi. Certificate of Insurance and Endorsements. SUBDIVIDER shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this Section. All certificates and endorsements are to be received and approved by the City before the Work commences. However, failure to obtain the required documents prior to the commencement of the Work shall not waive the SUBDIVIDER's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. vii. SUBDIVIDER's Consultants and Contractors. SUBDIVIDER shall include all of their consultants and all prime contractors and subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each consultant and contractor. All coverages for consultants and contractors shall be subject to all of the requirements stated in this Agreement, including but not limited to naming additional insureds. viii. Higher Limits. If the SUBDIVIDER maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the SUBDIVIDER. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. 6. Property Rights. SUBDIVIDER shall have the necessary property rights for the installation of said work, and the streets in which they are to be placed, to permit completion of the Improvements. 7. Breach of Agreement. If the SUBDIVIDER neglects, refuses, or fails to prosecute the work with such diligence as to ensure its completion within the time specified, or within such extensions of said time as have been granted by the City Council, or if the SUBDIVIDER violates or neglects, refuses, or fails to perform satisfactorily any of the provisions of the plans and specifications, he shall be in default of this agreement and notice in writing of such default shall be served upon him and upon any Surety in connection with this contract. The City Council shall have the power, on recommendation of the City Engineer, to terminate all rights of the SUBDIVIDER or his Surety then existing or which thereafter occur because of such default. The determination by the City Engineer of the question as to whether any of the terms of the contract or specifications have been violated, or have not been performed satisfactorily, shall be conclusive upon the SUBDIVIDER, his Surety, and any and all other parties who may have any interest in the contract or any portion thereof. The foregoing provisions of this section shall be in addition to all other rights and remedies available to the CITY under law. 8. City's Attorney Fees and Costs. In case suit is brought upon this contract, the SUBDIVIDER hereby agrees to pay to the CITY all attorney's fees and costs incurred by the CITY. 9. Extension of time for Completion. It is further agreed by and between the parties hereto, including the Surety or Sureties on any Bond attached to this contract, that in the event it is deemed necessary to extend the time of completion of the work contemplated to be done under this contract, said extension may be granted by the City Council, either at its own option, or upon request of the SUBDIVIDER, and shall in no way affect the validity of this contract or release the Surety of Sureties on any Bond attached hereto. 10. Final Drawings. Upon completion of the Improvement and prior to final acceptance and approval, SUBDIVIDER shall deliver to City a set of "as-built" drawings. These drawings shall be in a form acceptable to the City Engineer, shall be certified as being "as-built" and shall reflect the IMPROVEMENTS as actually constructed, with any and all changes incorporated therein. The drawings shall be signed and sealed as accurate by the engineer of record. 11. Transfers; Assignments. SUBDIVIDER may assign its obligations under this Agreement to successor owner(s) of the Property with the prior written consent of the City. In connection with any such assignment, SUBDIVIDER and its assignee shall execute and deliver to City a written assignment and assumption agreement in a form acceptable to the City Attorney. 12. Binding Upon Heirs, Successors and Assigns. The terms, covenants and conditions of this Agreement shall be binding upon all heirs, successors and assigns of the parties hereto; provided, however, that this Agreement shall not be binding upon a purchaser or transferee of any portion of the Property unless this Agreement has been assigned pursuant to Section 11. If this Agreement has not been assigned or if the assignment has not been consented to by City, it shall remain binding on SUBDIVIDER. 13. Headings. Section headings in this Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants or conditions contained in this Agreement. 14. Severability. If any provision of this Agreement is held, to any extent, invalid, the remainder of this Agreement shall not be affected, except as necessarily required by the invalid provision, and shall remain in full force and effect. 15. Entire Agreement. The terms and conditions of this Agreement constitute the entire agreement between City and SUBDIVIDER with respect to the matters addressed in this Agreement. This Agreement may not be altered, amended or modified without the written consent of both parties. 16. Governing Law; Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of California, without reference to choice of law provisions. Any legal actions under this Agreement shall be brought only in the Superior Court of the County of Los Angeles, State of California. 17. Authority. Each party executing this Agreement on behalf of a party represents and warrants that such person is duly and validly authorized to do so on behalf of the entity it purports to bind and if such party is a partnership, corporation or trustee, that such partnership, corporation or trustee has full right and authority to enter into this Agreement and perform all of its obligations hereunder. 18. Runs with the Land; Recordation. This Agreement pertains to and shall run with the Property. Upon execution, this Agreement shall be recorded in the Official Records of Los Angeles County. IN WITNESS THEREOF, the parties hereto for themselves, their heirs, executors, administrators, successors, and assigns do hereby agree to the full performance of this agreement and affix their names, titles, and seals this day as above NNA indicated. By St7C. ��C. 0 g 3 1 mn BY no . (Seal) Note: iv! SIGNATURES MUST BE ACKNOWLEDGED BEFORE A NOTARY PUBLIC. (ATTACH APPROPRIATE ACKNOWLEDGEMENTS) ‘y"I By Mayor of the City of Rosemead Attested City Clerk of the City of Rosemead ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State County California l un ty LOS ANGELES On JANUARY/29/2015 before me, CHINH BUI (NOTARY PUBLIC) (insert name and title of the officer) personally appeared TRANG MAI KHUU who proved tome on the basis of satisfactory evidence to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. CHINH BUI E WITNESS my hand and of Icial seal. < � ..,',-��� Commission x 2074685 [ a .r, Notary Public-California i Los Angeles County n• z M Comm.Expires Au is,2010 1 n Signature_ (Seal) 3 o o 3 CO m C IN ZANY Bktf z n a 3 3 -o c • IL Nc NNW,' ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of LOS ANGELES On JANUARY/30/2015 before me, CHINH BUI (NOTARY PUBLIC) (insert name and title of the officer) personally appeared SIM HON LUU who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. ))) [[[ Sirry CHINH GUI Commission #2074685 WITNESS my hand and • ficial seal. ' � Notary Public•California z 2 t Los Angeles County M Comm.Expires Au 13.2018 f l Signature / (Seal) Cal Land Engineering, Inc. dba Quartech Consultants Geotechnical, Environmental, and Civil Engineering December 9, 2014 Rafael Fajardo City of Rosemead 8838 E. Valley Blvd., Rosemead, CA 91770 Subject: 3715 Ellis Lane, Rosemead, Tract no. 70670 Gentlemen: The attached documents are cost estimate for the above subject site. Should you have any questions, please call the undersigned (714-671-1050 ext. 16) at your convenience. Very truly yours, Cal Land Engineering, Inc. (CLE) L Erik•.n by 576 East Lambert Road, Brea, California 92821; Tel: 714-671-1050, fax: 714-671-1090 CITY OF ROSEMEAD DEPARTMENT OF PUBLIC WORKS ROADS COST ESTIMATE ROAD IMPROVEMENTS FOR PARCEL MAP/TRACT NO. 70670 LOCATION 3715 ELLIS LANE, ROSEMEAD, CA 91770 PREPARED BY EYS DATE 11/25/2014 CHECKED BY DATE Hem Quantity Unit Cost Total Cost 450k Unit Price c$50k Unit Price Pavement Asphalt A.C.(2")-Performance Grade $ 0.69 /S.F. $ 1.01 $ - A.C.(3")-Performance Grade $ 1.03 /S.F. $ 1.29 $ - AC.(4")-Performance Grade 335 $ 1.32 /S.F. $ 1.59 $ 442.20 A.C.(6")-Performance Grade $ 1.77 /S.F. $ 2.16 $ - RBAC-Rubberized Asphalt Concrete $ 2.65 /S.F. $ 3.44 $ - A.C.(removal) 335 $ 2.11 /S.F. $ 2.95 $ 706.85 A.C.(coldmill) $ 0.74 /S.F. $ 1.27 $ - P.C.Concrete Sidewalk(4"Thick) 1,365 $ 4.00 /S.F. $ 4.16 $ 5,460.00 Alley Intersection (6") $ 3.90 /S.F. $ 4.46 $ - Cross-Gutter(8') $ 4.98 /S.F. $ 5.64 $ - Local Depression (3") 85 $ 4.00 /S.F. $ 4.46 $ 340.00 Driveway(4") 869 $ 6.00 /S.F. $ 7.00 $ 5,214.00 Driveway(6"-commercial) $ 3.90 /S.F. $ 4.46 $ - Curb Ramp(with detectable warning surface) $ 2,500.00 Each $ 2,750.00 $ - Pavement(9") $ 5.39 /S.F. $ 6.05 $ - Grouted Rip Rap (6"-12") $ 8.46 /S.F. $ 14.26 $ - Grouted Rip Rap(12"-19") $ 9.54 /S.F. $ 16.36 $ - Gunite(3") $ 3.69 /S.F. $ 4.26 $ - Reinforced Concrete $ 634.07 /C.Y. $ 718.20 $ - Curb and Gutter P.C.C.Inverted Shoulder(7-1/2"CF) $ 14.88 /L.F. $ 18.47, $ - P.C.C. Curb and 2'Gutter(Type A2-6) $ 35.00 /L.F. $ 45.00 $ - P.C.C. Curb and 2'Gutter(Type A2-8) 240 $ 45.00 /L.F. $ 50.00 $ 10,800.00 P.C.C. Curb and 2'Gutter(Type B1-6) $ 12.83 /L.F. $ 15.90 $ P.C.C.Curb and 2'Gutter(Type B2,(3)-6) $ 13.85 /L.F. $ 17.44 $ - P.C.C.Curb Type C $ 12.83 /L.F. $ 15.90 $ - AC.Curt Type D $ 12.83 /L.F. $ 15.90 $ - P.C.C.Alley Gutter $ 12.83 /L.F. $ 15.90 $ - Miscellaneous Items Street Name Signs $ 528.39 Each $ 528.39 $ - Unclassified Excavation $ 79.52 /C.Y. $ 79.52 $ - Clearing&Grubbing $ 79.52 /C.Y. $ 79.52 $ - Sawcut 363 $ 2.15 /L.F. $ 2.67 $ 780.45 Concrete Removal Non Reinforced 38 $ 317.03 /C.Y. $ 317.03 $ 12,047.14 Concrete Removal Reinforced $ 528.39 /C.Y. $ 528.39 $ - Crushed Agg.Base(under AC&PCC pavement) $ 52.84 /C.Y. $ 63.61 $ - Crushed Agg. Base(under sidewalk,c&g,driveway) 38 $ 52.84 /C.Y. $ 63.61 $ 2,007.92 Crushed Agg. Base(removal) $ 44.63 /C.Y. $ 53.35 $ - 6 MU Polyethylene Film Membrane(30"deep) $ 10.77 /L.F. $ 12.83 $ - Trench Backfill Slurry(270-E-500) 8 $ 159.03 /C.Y. $ 215.46 $ 1272.24 Fees Effective 07/01/2008 Page 1 of 3 A.rr n,,rr,lra Geotextile fabric $ 3.18 /S.F. $ 4.31 $ - Street Lights $ 15,390.00 Each $ 15,390.00 $ - Guard Rail $ 44.63 /L.F. $ 47.71 $ - Guide Markers $ 12.83 Each $ 1520 $ - Survey Monument Wells 2 $ 2500.00 Each $ 2,150.00 $ 4,000.00 Chain Link Fence(6) $ 20.60 /L.F. $ 28.73 $ - Tree Removal(Ave. 12"D) $ 454.52 Each $ 549.94 $ - Adjust manhole $ 412.45 Each $ 486.32 $ - Tree Well and Covers $ 95.42 Each $ 105.68 $ - Remove Temporary Turnaround $ 792.07 Each $ 792.07 $ - Construct Temporary Turnaround $ 1,478.47 Each $ 1,478.47 $ - Underground Utilities 112 $ 211.36 /L.F. $ 211.36 $ 23,672.32 Drainage Facilities Curb Drain Curb Drain, 1 Pipe $ 1556.78 Each $ 1,056.78 $ - Curb Drain,2 Pipes $ 1572.79 Each $ 1,372.79 $ - Curb Drain,3 Pipes $ 1589.82 Each $ 1,689.82 $ - Parkway Drain No. 1 $ 3,167.26 Each $ 3,167.26 $ - Connector Pipe Screen 2 $ 1550 Each $ 16.00 $ 31.00 Sewer Structures 4"V.C.P.House Lateral Sewer $ 79.95 Each $ 85.10 $ - 6"V.C.P.House Lateral Sewer 5 $ 82.08 Each $ 89.75 $ 410.40 Cleanout(6") 5 $ 750.00 Each $ 800.00 $ 3,75050 Is Estimated Cost<$50,000 (Yes or No) No Subtotal(A) $ 7023452 Signing&Striping Plan?(Yes or No) No Signing&Striping Plan (4%x A= B) $ - Traffic Control Plan? (Yes or No) No Traffic Control Plan(5%x A=C) $ - /� Contingency(15%x(A+B+C)= D) $ 10,640.18 �p �L�-�` Inflation(12%x(A+B+C+D)= E) $ 9,788.96 QQ•FESS/0,1,9 Improvement Total(A+B+C+D+E = F) $ 91,363.66 40 PCK C. 6,,4! di- 5 FP `i Street Amount(F+G=H) $ 91,400.00 `—' No.C040670 Roundup to nearest hundred i Exp,4/IA s /S s tg CN - I re OF CAl1FOQ Fees Effective 07/01/2008 Page 2 of 3 STREET TREE Item quantity Unit Cost Total Cost Street Trees ' 6 $ 527.88 Each $ 3,16728 Subtotal(I) $ 3,16728 Contingency(15%xl =J) $ 475.09 Inflation(12%x(I+J)= K) $ 437.08 Improvement Total(I+J+K= L) $ 4,079.46 Street Tree Amount(L+M= N) $ 4,100.00 Roundup to nearest hundred /Q'of668144 CEP 49/ ti, e C ru a ti'a No.004r � m *too/•� P 2 O lot,OF CP\-\ Q ON co i ' 3I vn 0040E-.. m UI -xc. __— S•\\ * Fees Effective 07/01/2008 Page 3 of 3 SECURITY DEPOSIT 12 Miii n:lIcare r Dcn,.u(NP) ACCOUNT NO. 178677436 EAST WEST BANK Account Holder(s) Ellis Land, LLC Pay l o the Order of City of Rosemead Date of Issuance- 01/29/2015 Initial Maturity Date' 01/29/2016 Opening Balance: S 95,500.00 Initial Term: 012 Months Interest Rate' .295% Annual Percentage Yield: .30% Min.Bal. Req. $ 50(100.011 Interest Compounding Method:Daily Maximum Bal.$ No Limit Additions: No Additions Allowed Earnings Distribution Earnings distribution frequency will be Quarterly ,with the last distribution on the final maturity date. Authorized Signature Date Issued 01/29/2015 Branch Address: 8168 E Garvey Aye.Rosemead,California 91770 LINE DATE WITHDRAWALS INTEREST ADOMONS BALANCE NO. STATEMENT ACCOUNT El EAST WEST BANK ANNUAL PERCENTAGE YIELD AND ACCOUNT TERMS DISCLOSURE FOR CERTIFICATE OF DEPOSIT DATE: 01/29/2015 ACCOUNT# 0178677436 TERM: 12 Months MATURITY DATE:01292016 ANNUAL MINIMUM OPENING BALANCE INTEREST PERCENTAGE INTEREST RATE AND ANNUAL RATE YIELD* PERCENTAGE YIELD WILL BE DETERMINED S50.000.00 29d`ro 90°id BY YOUR OPENING BALANCE MINIMUM OPENING BALANCE MUST BE MAINTAINED TO EARN STATED INTEREST RATE AND ANNUAL PERCENTAGE YIELD 'Annual Percentage Yield assumes that interest remains in the account until maturity. If compounding occurs during the term of the account and interest may be withdrawn prior to maturity, a withdrawal will reduce your earnings. RATE INFORMATION FIXED RATE ACCOUNT. THE INTEREST RATE WILL APPLY THROUGH THE MATURITY OF THE ACCOUNT. MINIMUM DAILY BALANCE REQUIRED TO AVOID ACCOUNT MAINTENANCE FEE NOT APPLICABLE. INTEREST COMPUTATION METHOD DAILY BALANCE METHOD. THIS METHOD APPLIES A PERIODIC RATE TO THE PRINCIPAL IN THE ACCOUNT EACH DAY. INTEREST COMPOUNDING METHOD COMPOUNDED DAILY ON AN ACTUAU365 DAY BASIS. INTEREST ACCRUAL INTEREST BEGINS TO ACCRUE ON THE DAY OF YOUR DEPOSIT. INTEREST PAYMENT FREQUENCY IF THE ACCOUNT TERM IS LESS THAN 90 DAYS, INTEREST IS CREDITED TO THE ACCOUNT AT MATURITY. IF THE ACCOUNT TERM IS 90 DAYS OR GREATER, INTEREST IS CREDITED TO THE ACCOUNT ON CALENDAR QUARTERS. YOU MAY ELECT TO HAVE YOUR INTEREST MAILED TO YOU OR TRANSFERRED TO A CHECKING ACCOUNT OR A SAVINGS ACCOUNT(IF ALLOWED)AT EAST WEST ON A MONTHLY OR QUARTERLY BASIS. ON ACCOUNTS WITH A TERM OR 1 YEAR OR LESS YOU MAY ELECT TO HAVE YOUR INTEREST DEFERRED UNTIL MATURITY. PREAUTHORIZED TELEPHONIC AND ELECTRONIC FUNDS TRANSFER LIMITS NOT ALLOWED. WITHDRAWALS DURING GRACE PERIOD ONLY. ADDITIONAL DEPOSITS DURING GRACE PERIOD ONLY. CHECK WRITING NOT ALLOWED. AGE REQUIREMENT NO RESTRICTION. PENALTY FOR EARLY WITHDRAWAL 90 DAYS SIMPLE INTEREST ON THE PRINCIPAL WITHDRAWN IF THE TERM IS 1 YEAR OR LESS:OR 180 DAYS SIMPLE INTEREST ON THE PRINCIPAL WITHDRAWN IF THE TERM IS OVER 1 YEAR. GRACE PERIOD YOU HAVE A GRACE PERIOD OF SEVEN(7)CALENDAR DAYS AFTER THE MATURITY TO WITHDRAW THE FUNDS WITHOUT BEING CHARGED A PENALTY. RENEWAL ACCOUNT WILL AUTOMATICALLY RENEW AT THE RATE IN EFFECT ON THE MATURITY DATE.(See"Grace Period") SAVINGS ACCOUNT LOANS ALLOWED(personal accounts only). ATM ACCESS NOT ALLOWED. APYLZREV 5A8 11 Mm Certificate ofDeposit(tm) ACCOUNT NO. 178677436 EAST WEST BANK Account Holder(s) Ellis Land, LLC Pay To the Order of City of Rosemead Date of Issuance: 01/29/2015 Initial Maturity Date: 01/29/2016 Opening Balance. $ 95,500.00 Initial Term: 012 Months Interest Rate: .295% Annual Percentage Yield: -30% Min. Bal.Req.$ 50,000.00 Interest Compounding Method:Daily Maximum Bal.$ No Limit Additions: No Additions Allowed Earnings Distribution Earnings distribution frequency will be Quarterly with the last distribution on the final maturity date. Authorized Signature Date Issued 01/29/2015 Branch Address. 8168 E Garvey Ave.Rosemead,California 91770 LINE DATE WITHDRAWALS INTEREST ADDITIONS BALANCE NO. STATEMENT ACCOUNT • Nugg Isom Tsgg This account is subject to the terms of the Deposit Agreement you received when the account was opened. This passbook is for your record keeping purposes. The amount shown in the balance column is for your guidance and is not to be taken as correct unless verified by comparison with our bank records. Please notify us immediately if this passbook is lost, stolen or destroyed. We will then issue a new passbook to you after proper notice and presentation of sufficient evidence to secure us to our own satisfaction from any loss. Transactions may be made personally at any East West branch or by mail. DO NOT SEND CASH BY MAIL. We may require the presentation of this passbook for any withdrawal. Your funds are insured to the legal limits by the Federal Deposit Insurance Corporation. Thank you for saving with East West Bank. For comprehensive information regarding the terms and conditions of this account, please carefully read the DEPOSIT AGREEMENT and ANNUAL PERCENTAGE YIELD AND ACCOUNT TERMS DISCLOSURE provided to you prior to opening the account. DEASTWEST BANK CORPORATE OFFICE 135 N.LOS ROBLES PASADENA,CA 91101 TEL. (626)768-6800 Member FDIC EASTWESTBANK FUNDS AVAILABILITY ADDENDUM Effective July 21, 2011 This FUNDS AVAILABILITY ADDENDUM is attached to and by this reference is made a part of the East West Bank Deposit Agreement Holds for Uncollected Funds/Delayed Funds Availability section. The information provided in this Addendum amends and supersedes the applicable information in the Deposit Agreement provided with this Addendum. All terms and conditions of the Deposit Agreement, except as modified below, remain valid and unchanged. Update: Due to regulatory changes, effective July 21, 2011, if a delayed funds availability hold is placed on a deposit made to your account East West Bank will now make the first $200 (previously $100) of funds deposited by certain check(s) available for withdrawal on the business day after the banking day that a deposit is received. Please refer to the "Longer Holds May Apply` information in the Holds for Uncollected Funds/Delayed Funds Availability section of the Bank's Deposit • Agreement for additional information. Questions about this update? Please contact us at: (888) 895-5650 info@eastwestbank.com Reg CC Addendum 721/2011 rev/12'2013 PARCEL MAP 70670 / 5 LOTS SHEET 1 OF 2 SHEETS AREA: 30,552 S.F. TRACT NO. 70670 IN THE CITY OF ROSEMEAD COUNTY OF LOS ANGELES, STATE OF CALIFORNIA BEING A SUBDIVISION OF LOTS 13 AND 14, TRACT NO. 9709, AS PER MAP RECORDED IN BOOK 133. PAGES 79 AND 80 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. OWNER'S STATEMENT: SURVEYOR'S STATEMENT ms or STATE THAT 11E on me mos or co oo INTERESTED IN ITIT P Tlx INCLUDED NE R AIR �mm ME P PON iwnnuu'n AC oo sus ofM as AT[ E UMW) NEWEST is WI wN Oo�ARNYN THEx.E mw uIL aANMOYYED TAI 1N[MCy T1T AT THEE woPN Loomis SAID MAP MO Susomscx comono no amW m.[RETRACED. ® T n egroteSar..... . ARE SUFACIENT SD ENABLE ME tAlitI)411114 um CUD NOTARY ACKNOWLEDGMENT: mewl '4 3 U aat r GNIN�SPAf °P1° [-b-:mE s4�, 14D7 rTn ECM M.AI MN uv wu wne NaS OF REARING NOTE% PRONGT TO ME ON WORE DAMMED WNW IIN fu l4TT°1MD�AOO.0 O TOME �µ� oT maATION FOR TIE ARE SEED ON no toraM OF TEAT or,moo M BSTnYM.THE POISONS M Trt emir OPEN ix wcx 133 VM fl MS.�rtmm gfil im um6 e o1onOF"w101 ON PERSONS ACTED.EXECUTED ME M[TNIpf. [MmM1. I CISTSFT MOM PENALTY co coJI/FLY MOM ro LAWS Cr THE STATE uW Vnw THAT ONE rnww[M Is mmrt MD r cr CITY ENGINEER'S CERTIFICATE HAW XAlam m�✓. TAT n cawmis moos url� x.uE C'MiµA'BLLi T ,-OvS Of S m"SO46 .w�e�w�a,[oA,o®T..[v:or,a PIE AMC MA NMI �i Er a0). CONED HAW PUw:M. I ° °°A'MY PRINCIPAL PLACE or . FI 41 amnm,noes [bi4 DATED 11M/A1 N FICI•'Y: • CHASE anmL x.A,a m kD MRS A MUTUAL SONIC T•6 amx a m or Room HT L osso AsTn Ea.'[wsa aw-ms OF on mar NAM PRINT N n NOTARY ACKNO 'GMENT nu NOTARY ASSESSMENTS CERTIFICATE STATE CF CALIFORNIA ES I COMM n O LOS ANGELES I HMV OMITS THAT ALL SPECIAL ASSESSMENTS DASD UNDER PC.A C1IW Cr TM OTY(S ROSEMEAD TO MICA TIC UM wBUC.POawwr, C w An su us•10 HAW ECM PAO IN ru.L SMICIESCN OR MY PART 11431177 ICATAM PROVED IS SDEm.Mn NjDI MAY a PAID N PULL uEms USS m Ti[M CAIWITIES MD MAT oa mom root s*al ON M —MAT Aso ACIINCAILEDGED 10 IC Atlm'�aTm•IDS Nar UN NEE-an O ROSUNM • IaALc 1A THAT T[ •....MO PAYS IS EVE �C�CT. WINOS MY H • CITY SURVEYOR'S STATEMENT: Amp. _ DAWNED MAP ACT AND MAT I All KATE KANO MAI IT SEINEN NAT EIS xMID TN w� x DATED -1I in/MiY � "^' I au.CERTIFY Iwo*LL COMFICAMS HAVE BEEN mom D.c°nmwml M NO Doom mm,HAVE AHD 71444.4 p, �.[e(/- �. MEN MIN THAT ME REWIRED NEN PC MOT OF PC SLEIDMSON MAP ACT. LS.NO.S301 MINCER.ewm Of MIPERV 5 w an CA ACETIC." MY Ac s1Alw EMBUS I[-n-mIa O ME COUPON OF WS ANGELES.STATE O CALIFORNIA we DATE DEPUTY CITY CLERK'S CERTIFICATE: I NOON Ox6r MAT m ME AMOUNT m PAS ON THAI M a APPROVED DC ATTAINED MAP. By MONO' AS SEMEN sawn TON n(iAnpI Of TAXES 00 aMEOAALL mAx▪ nun WTH AInSUn muC1W AS TAMS ON M[IMO SIOW:OR sin CF TRACT Na ooeon AS MOORED BY LAW . f i MOS m ATE DT mMM F WS ST Cr uvmtA DAre an caw-On a ROWEL Sr DATE 1 DIEM SCALE: 1"= 30' SHEET 2 OF 2 SHEETS TRACT NO. 70670 IN THE CITY OF ROSEMEAD COUNTY OF LOS ANGELES, STATE OF CALIFORNIA PM �� TO AI ti n STREET vvsn 4 __ DE ADALENA _______'—° ---(IA„, ,, , „ I—_—_— R raves _ . rn Z _. r ARIES I ZQ Jl 1 I NOT A PART OF NOT A PART OF THIS SNBDI1SON A - This 511901YiSI0N I ei th a blh-----il ,�I Cis § ,O„ I r oo k esss zc & I sr. • r 0 S • went b v< g Yr 2 e vv v1 F 81 cc I/� 'O PP d P I VI pb $xb 4 `OT• eon,S.r, mo1 SF Y — a '° 9 gag cR C ” e g pbig Q i WY .. €c6 ..,.a.. I,,..— .� $ __ .4 €Yfig ssv.-___,„.1_— MARSHALL �_—_ Iv..�e STREET / �m'^e,v..,.. I PO POMO osIMISCD to 4 rp Ua 117 PO LA In 'trim Of OCT le PM 9^"/'^t N ai R's M� AO 1410-901-3072 M.A-1'3-11-A OM DOI CI MY ,vravit 2474' ®rr �vrmrau°�w v yam u1a o ..AS WM ®s iNrmrai,. alum ® MP,Ut 0/S L MMI COM TIE LA/0 NO COMO ben. U MEMOS 14.71 em'v vS O fly m.S OP. OPERATING AGREEMENT FOR ELLIS LAND, LLC Recital This Operating Agreement is entered into effective JULY 21 , 2014 among the persons who are signatories to this Agreement and shall govern the relationship among the persons as Members of Company and between Company and the persons as Members, pursuant to the Act and the Articles, as either may be amended from time to time. In consideration of their mutual promises,covenants,and agreements,the patties as signatories to this Agreement do hereby promise,covenant,and agree as follows: ARTICLE I Introductory Matters 1.1 FORMATION, REQUIRED NUMBER OF MEMBERS, TERMS AND PURPOSES Pursuant to the Act, REFER TO "EXHIBITS A AND B" and , acknowledge and confirm they are the initial Members of the limited liability company organized under the laws of the State of California known as ELLIS LAND, LLC , whose Articles were filed, effective JULY 02, 2014 A copy of the Articles is attached. Company shall at all times have at least two members for one member].Unless sooner terminated, Company shall have the term provided in the Articles. Act. 170500). The general purposes for the organization of Company shall be those set forth in its Articles. Company may, as provided in its Articles and the Agreement, exercise all of the powers described in Title 2.5 of Corporations Code of the State of California also known as the Beverly- Killea Limited Liability Company Act, as the Act may be amended from time to time. 1.2 REGULATION OF INTERNAL AFFAIRS BY OPERATING AGREEMENT t Consistent with the Articles and the Act, the internal affairs of Company and the conduct of its business shall be governed and regulated by the Agreement as it shall be amended by Members from time to time. The term of the Agreement shall begin on the date the Articles are filed and accepted by the Secretary of State and shall be co-terminus with the period of duration of Company provided in the Articles unless Company is earlier terminated upon its voluntary or involuntary dissolution in accordance with the Agreement. Act § 17001(ab). 1.3 LAWS GOVERNING OPERATING AGREEMENT The Agreement is subject to, and governed by,the mandatory provisions of the Act and the Articles filed with the Secretary of State,as both may be amended from time to time. In the event of a direct conflict between the provisions of the Agreement and the mandatory provisions of the Act or the provisions of the Articles, such provisions of the Act or the Articles, as the case may be,will be controlling. 1.4 USE OF FULL LEGAL NAME OF COMPANY REQUIRED All business of Company chap be conducted under the name ELLIS LAND, LLC , until such time as Members shall designate otherwise and file amendments to the Articles in accordance with the Articles and the Act. The phrase"LLC" shall always appear as part of the name of Company on all correspondence, stationery, checks, invoices and any and all documents and papers executed by Company and as otherwise required by the Act. 1.5 LIMITATION OF AUTHORITY OF A MEMBER No Member that is not a Manager, shall have any authority to act for, or to undertake or assume, any obligation, debt, duty or responsibility on behalf of the Company. Authority to act for the Company shall be vested in the Manager as provided in Article III. 1.6 LIMITATION ON POWER TO CONTRACT DEBTS Except as otherwise provided in the Agreement including Subparagraph 3.4.B, no debt shall be contracted or liability incurred by or on behalf of Company, except by one(1)or more of its Managers if management of Company has been vested by the Members in a Manager or Managers and is within the scope of the powers described in Paragraph 3.4 or, if management of Company is retained by Members,then by any Member as provided in the Articles. 1.7 TITLE TO ALL PROPERTIES IN NAME OF COMPANY Real and personal property owned or purchased by Company shall be held and 2 owned,and conveyance made, in the name of Company. Instruments and documents providing for the acquisition, mortgage or disposition of property of Company shall be valid and binding upon Company,except as otherwise limited in the Agreement including Subparagraph 3.4.B.,if executed by A)one(1)or more Managers of Company having a Manager or Managers or B)one(1)or more Members of Company if management has been retained in the Members of Company. 1.8 REQUIRED MAINTENANCE OF REGISTERED OFFICE AND AGENT IN CALIFORNIA Company shall have an agent for service of process in California who may be either a natural person or a corporation meeting the qualifications of Corporations Code Section 17061. Every agent for service of process must have a street address for the receipt of service of process. The street address of the agent for receipt of service of process is the registered office of the limited liability company in California Within 30 days after changing the location of his office from one address to another in California, an agent for service of process must file a certificate with the Secretary of State setting forth the names of the limited liability companies represented by him,the address at which he, she, or it has maintained the office for each of the limited liability companies, and the new address to which the office is transferred. 1.9 REQUIRED MAINTENANCE OF RECORDS IN CALIFORNIA OFFICE Company shall continuously maintain an office in the State of California which may but need not be a place of its business in this state or its registered office, at which it shall keep: a. A current list of the frill name and last known business address of each Member and of each holder of an Economic Interest in alphabetical order together with the Capital Contribution and Percentage Share in net profits and net losses; b. If the Articles provide Company is to be managed by one or more managers and not by all of its members, a current list of the full name and business or residence address of each Manager; c. A copy of the filed Articles and all amendments thereto, together with any powers of attorney pursuant to which the Articles or any amendments thereto were executed; d. Copies of Company's federal, state and local income tax returns or information returns and reports, if any, for the six (6) most recent taxable years; 3 LLC-1 Articles of Organization 20141 8 810 312 of a Limited Liability Company (LLC) To form a limited liability company in California, you can fill out this form, and submit for filing along with: //// — A$70 filing fee. — A separate, non-refundable $15 service fee also must be included, UU if you drop off the completed form. FILED Important! LLCs in California may have to pay a minimum $800 yearly Secretary Q tax to the California Franchise Tax Board. For more information, go to https://www.ftb.ca.gov. State Of California LLCs may not provide "professional services,' as defined by California JUL 0 2 2014 Corporations Code sections 13401(a)and 13401.3. Note: Before submitting the completed form, you should consult with a private attorney for advice about your specific business needs. This Space For Office Use Only For questions about this form,go to wwwsos.ca.govibusinessibe/filing-tips.htm. LLC Name (List the proposed LLC name exactly as it is to appear on the records of the California Secretary of State.) 01 Ellis Land, LLC Proposed LLC Name The name must include: LLC. L.L.C., Limited Liability Company, Limited Liability Go., Ltd. Liability Co.or Ltd.Liability Company;and may not include:bank,trust,trustee,Incorporated, inc., corporation, or corp.. insurer. or Insurance company. For general entity name requirements and restrictions,go to www.soa.ca.govmbusinessme/name-availabiliy.htm. Purpose The purpose of the limited liability company is to engage in any lawful act or activity for which a limited liability company may be organized under the California Revised Uniform Limited Liability Company Act. LLC Addresses C- 03 a. 1798 Gigar Terrance West Covina CA 91792, Initial Street/Mamas of Designated Office in CA-Do not list a P.O.Box City(no abbreviations) State Zip b. 1798 Gigar Terrance West Covina CA 91792 Initial Mailing Ardfess of LLC,If different from 3a City(no abbreviations) State Zip ServIce of Process (List a California resident or a California registered corporate agent that agrees to be your initial agent to accept service of process in case your LLC is sued. You may list any adult who lives in California. You may not list an LLC as the agent. Do not list an address if the agent is a California registered corporate agent as the address for service of process is already on file.) ® a. Steven Van Agents Name b. 1798 Gigar Terrance West Covina CA 91792 Agent's Street Address(if agent is not a corporation)-Do not list a P.O Box City(no abbreviations) State Zip Management (Check only one.) Th* LLCwilrbe-managed by: ..'-- OneManager ;Q More-Th an One Manager ❑ All Limited Liability Company Member(s) This form must be signhdby each organizer if you need more space, attach extra pages that are 1-sided and on standard letter-sized paper(8 1/2"x 11")...AU attachments are made part of these articles of organization. Steven Van Organizer-Sign ti re Print your name here Make chepkf coney order payable to:Secretary of State By Mail Drop-Off Upon filing,we will return one(1)uncertified copy of your filed Secretary of State Secretary of State document for free,and will certify the copy upon request and Business Entities, P.O. Box 944228 1500 11th Street.,3rd Floor payment of a$5 certification fee. Sacramento,CA 94244-2280 Sacramento,CA 95814 Corporations Code§§17701.04,1770108.17701,13,17702 01,Revenue and Taxation Code§17941 2014 CaWOmia Secretary of State LLC-1(REV 0112014) NWN.sos.ca.govlllusiness'be EDIT A CAPITAL CONTRIBUTION AND VOTING PERCENTAGE OF MEMBERS AS OF JULY 21 , 2014 MEMBER'S MEMBER'S CAPITAL PERCENTAGE MEMBERS NAME MEMBER'S ADDRESS CONTRIBUTION VOTING INTEREST TRANG MAI KHUU 7848 WHITMORE ST. SEE 25.00% ROSEMEAD, CA EXHIBIT A 91770 $ JESSICA SHARON CHAN 1833 YBARRA DRIVE 6.25% ROWLAND HEIGHTS,CA 91748 SIM HON LUU 1313 S. RAYMOND A4E 25.00% ALHAMBRA, CA 91803 MELISSA VAN 1798 CIGAR TERRACE 4.58 WEST COVINA,CA 91792 BIEU DUY TAT 3846 N. WALNUT GRCVE AVE 10 .00% ROSEMEAD, CA 9177C TOTALS: $ 31801% 55 EXHIBIT A CAPITAL CONTRIBUTION AND VOTING PERCENTAGE OF MEMBERS AS OF JULY 21 , 2014 MEMBER'S MEMBER'S CAPITAL PERCENTAGE MEMBER'S NAME MEMBER'S ADDRESS CONTRIBUTION VC NO EYIFREST YUAN XIN 1409 N. WALNUT GROVE AVE 6% ROSEMEAD, CA 9177( FAT MENG CHAN 1833 YBARRA DRIVE 6.25% ROWLAND HEIGHTS,CA 91748 STEVEN VAN 1798 GIGAR TERRACE 4.5% WEST COVINA,CA 91792 KAMEN KINIP LAI 9538 E. WENDON ST 12 .50% TEMPLE CITY,CA 91780 TOTALS: $ 100% 55 (a) EXHIBIT B PERCENTAGE INTERESTS IN NET PROFITS AND NET LOSSES AS OF JULY 21 , 2014 NAME OF MEMBER MEMBER'S MEMBER'S NET PROFITS PERCENTAGE NET LOSSES PERCENTAGE TRANG MAI RHUU 25.00% 25.00% JESSICA SHARON CHAN 6.25% 6 .25% SIM HON LUU 25.00% 25.00% MELISSA VAN 4.50% 4.50% TOTALS: 4.6Wox MOM 56 C EXHIBIT B PERCENTAGE INTERESTSIN NET PROFITS AND NET LOSSES AS OF JULY 21 , 2014 NAME OF MEMBER MEMBERS MEMBERS NET PROFITS PERCENT AGE NET LOSSES PERCENTAGE BIEU DUY TAT 10.00% 10.00% YUAN XIN 6 .00% 6.00% FAI MENG CHAN 6.25% 6.25% STEVEN VAN 4.50% 4 .50% TOTALS: Xit7645 16011 2( 56 (a) EXHIBITS PERCENTAGE INTERESTSIN NET PROFITS AND NET LOSSES AS OF JULY 21 , 2014 NAME OF MEMBER MEMBER'S MEMBERS NET PROFITS PERCENT AGE NET LOSSES PERCENTAGE KAMEN KINIP LAI 12 .50% 12.50% TOTALS: 100% 100% 56 (b)