Master Subdivision Improvement Agreement For The Waterstone (Bordoni Ranch) Subdivision

Master Subdivision Improvement Agreement For The Waterstone (Bordoni Ranch) Subdivision

THIS MASTER SUBDIVISION IMPROVEMENT AGREEMENT (“Master SIA”), made and concluded in triplicate, is entered into this 24th day of July, 2012, at Vallejo, California (“Effective Date”), by and between the City of Vallejo, a municipal corporation, (“City”), and Braddock and Logan Group II, L.P., a California limited partnership whose business address is 4155 Blackhawk Plaza Circle, Danville, California, 94506 (“Developer”).  From time to time, City and Developer are individually referred to in this Master SIA as a “Party,” and are collectively referred to as the “Parties.”

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other considerations, the value and adequacy of which is hereby acknowledged, the Parties hereby agree as follows:


A. The Vallejo City Council approved the Waterstone/Bordoni Ranch Vesting Tentative Map subdivision project (“Bordoni Ranch Project” or “Project”) on November 7th 2005.  That approval was subject to a comprehensive list of Conditions of Approval (“VTM COAs”).  Some of those VTM COAs are to be performed and completed as part of the Final Map process (pre-Final Map, or post-Final Map but during the term of the Subdivision Improvement Agreement), whereas other of those VTM COAs are to performed and completed as part of the Building Permit process or as part of the Occupancy Permit process.  For those VTM COAs that are to be satisfied as part of the Final Map process, the City generally involves Subdivision Improvement Agreements (“SIAs”), which SIAs allow the immediate filing and recording of Final Maps (before all VTM COAs related to that Final Map Phase are performed and completed) in return for both (i) the promise to perform and complete those Conditions of Approval (related to that Final Map Phase) within two (2) years of the date of the Subdivision Improvement Master SIA (unless extended); and (ii) the provision of a bond(s) to ensure performance, labor, materials, and warranty.  Such SIA requirements are collectively referred to as “SIA Sections.”

B. All such relevant VTM COAs and SIA Sections relating to the Project are set forth in Exhibit A to this Master SIA and are hereinafter referred to as the “Master Conditions.”

C. The Bordoni Ranch Project’s Vesting Tentative Map (“VTM”) involves six (6) separate but related Final Map Phases: Phase 1A, Phase 1B/I, Phase 1B/II, Phase 1C, Phase 2A, and Phase 2B.  As relates to Phase 1A, a Subdivision Improvement Agreement has already been entered between the Parties, the Final Map is already recorded, and the related VTM COAs and SIA Sections have already been performed and completed by Developer, and accepted by City.

D. The purpose of this Master SIA is several-fold:

(1) To list, segregate and assign the Master Conditions that are to be performed and completed with each Final Map Phase;

(2) To indicate those Master Conditions that are to performed and completed and to specify the applicable phase and timing;

(3) To interpret where appropriate the breadth and scope of certain Master Conditions;

(4) To set the material terms and conditions for all subsequent Bordoni Ranch Subdivision Improvement Agreements that have not yet been executed (each a “Phase SIA”); and

(5) Having set those material terms and conditions, to delegate authority for the City Manager, or his/her designee, to execute subsequent Phase SIAs.


    1. Phase SIAs.

(a) An exemplar of a Phase SIA is attached hereto as Exhibit B.  The following shall apply to all Phase SIAs:

(1) Each and every Phase SIA entered into by City and Developer relative to the Bordoni VTM project shall be substantially of the same form and content (terms and conditions) as that Phase SIA exemplar in Exhibit B.

(2) The Master Conditions to be included in such a Phase SIA shall be only those portions of the Master Conditions listed on Exhibit A to this Master SIA that relate to the particular Phase that is the topic of the particular Phase SIA.  For example, a Phase 1B/I SIA would have only those conditions listed in the Master Conditions as “SIA 1B/I.”  Such Phase – relevant portion of the Master Conditions shall be made an Attachment to each such Phase SIA.

(3) With the exception of the terms and conditions of the Phase SIA exemplar, no other terms and conditions beyond those set forth in this Master SIA shall be imposed as part of such a Phase SIA unless non-material in nature and consented to by Developer.  Such non-material and consented to terms and conditions, if any, shall be expressly set forth in the Phase SIA.

(b) The City Manager, or his or her designee, is hereby authorized to execute a Phase SIA provided such Phase SIA is consistent with the requirements of this Master SIA.

    1. Miscellaneous.  

(a) Incorporation of Recitals.  The foregoing recitals are incorporated into and made part of this Master SIA.

(b) Successors.  All covenants, promises and agreements contained in this Master SIA shall pertain to and do hereby expressly run with the land. This Master SIA shall be binding upon and inure to the benefit of the Parties, their successors and assigns.

(c) Headings.  The section headings contained in this Master SIA are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Master SIA.

(d) Agency.  Neither Developer nor any of Developer’s agents or contractors are or shall be considered to be agents of City in connection with the performance of Developer’s obligations under this Master SIA.

(e) No Joint Venture or Partnership.  City and Developer hereby renounce the existence of any form of joint venture or partnership between them, and agree that nothing contained herein or in any document executed in connection herewith shall be construed as making City and Developer joint venturers or partners.

(f) Ambiguity. The Parties have each carefully reviewed this Master SIA, and have agreed to each term of the Master SIA. No ambiguity shall be presumed to be construed against any party.

(g) No Third Party Beneficiaries. With the exception of VSFCD, there are no third party beneficiaries and this Master SIA is not intended, and shall not be construed, to benefit, or be enforceable by any other person whatsoever.

(h) Counterparts. This Master SIA may be signed in multiple counterparts, with all such counterparts together constituting a single instrument.

(i) Time of the Essence. Time is of the essence of the Master SIA.

(j) Law Governing. This Master SIA shall in all respects be governed by the law of the State of California, without regard to its conflict of laws rules.  Litigation arising out of or connected with this Master SIA shall be instituted and maintained in the courts of Solano County in the State of California, and the Parties consent to jurisdiction over their person and over the subject matter of any such litigation in such court, and consent to service of process issued by such courts.

(k) Additional Documents. The Parties shall sign any additional documents which are reasonably necessary to carry out this Master SIA or to accomplish its intent.

(l) Severability. If any provision of this Master SIA is invalidated, the remainder of this Master SIA shall terminate if the invalidated provision was a material part of the consideration for either party.

(m) Entire Master SIA. This Master SIA constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof.

(n) Notices. Any notice demand, request, report, or other communication required or permitted to be given or made to a party to this Master SIA shall be in writing and shall be deemed to be given on the date of service if served personally (including commercial courier services) and upon the second business day after mailing, if mailed by first-class United States mail, postage prepaid, and properly addressed as set forth below or at such other address as such party may give notice in accordance with the provisions of this section:


To City: City of Vallejo

Public Works Department

David Kleinschmidt, Public Works Director

555 Santa Clara Street

Vallejo, CA 94590

Telephone: (707) 648-4315

Facsimile: (707) 648-4691



To Developer: Braddock & Logan, Group II, L.P.

Jeff Lawrence

4155 Blackhawk Plaza Circle, Suite 20

Danville, CA 94526

Telephone: (925) 736-4000

Facsimile: (925) 648-5700


Any party may change its address for receiving notices by giving written notice of such change to the other party in accordance with this section.

(o) Authority. The person or persons signing this Master SIA for Developer hereby represent and warrant that he/she is fully authorized to sign this Master SIA on behalf of Developer.

(p) Waiver.  Waiver by either party of any default, breach or condition precedent shall not be construed as a waiver of any other default, breach or condition precedent or any other right hereunder.

(q) Exhibits. All exhibits referred to herein are attached hereto and are by this reference incorporated herein as if set forth in full.

IN WITNESS WHEREOF, the parties have executed this Master SIA in triplicate as of the date first hereinabove written.




Braddock & Logan, Group II, L.P.

A California Limited Partnership


By: Braddock & Logan Services, Inc.,

a California Corporation

Its:  Manager


By: ______________________

Joseph E. Raphel




(City Seal)



City of Vallejo,

A municipal corporation


By: ________________________

Daniel E. Keen

City Manager



ATTEST: ___________________

Dawn Abrahamson

City Clerk





Claudia Quintana,

City Attorney





David A. Kleinschmidt

Public Works Director



Ursula Luna-Reynosa

Economic Development Director






Darrell W. Handy

Risk Manager




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