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HomeMy WebLinkAboutAgenda Packet - December 1, 2014 - CCAPPROVED COUNCIL MEETING CONSENT ITEM D-5 TO; HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: DANIEL BOBADILLA, INTERIM PUBLIC WORKS DIRECTOR/CITY ENGINEER VIA: DON PENMAN, INTERIM CITY MANAGER DATE: DECEMBER 1, 2014 SUBJECT: FINAL TRACT MAPS NO. 54057-05 AND 54057-06, ROSEDALE RECOMMENDED ACTION It is recommended that the City Council act and find as follows: 1. That this project complies with the General Plan and is consistent with the approved tentative map and any amendments thereto. 2. The City Council approves and authorizes the Interim City Manager to execute the attached AGREEMENTS FOR COMPLETION OF PUBLIC IMPROVEMENTS FOR TRACTS NO. 54057-05 and 54057-06 to construct the required public improvements and also accept the attached Faithful Performance Bonds in the amounts of $355,000 and $162,000, and the attached Labor and Materials Bonds for $355,000 and $162,000 as guaranteed by Philadelphia Indemnity Insurance Company. 3. Accepts the Monument Bonds of $10,000 and $5,000 to ensure the installation of the monuments for the projects. 4. Acknowledge the information contained on sheet 7 of the map for Tract 54057-05 and on sheet 4 of the map for Tract 54057-06 showing the locations of geologic fault building setback lines to protect structures from potential seismic events. 5. That the City Council approves the subject maps and accepts the Offers of dedication shown on said maps. 6. That pursuant to Section 66436(a)(3)(A)(i-vii) of the Subdivision Map Act, the City Council hereby finds that the development of the property, in the manner set forth on the subject division of land, will not unreasonably interfere with the free and complete exercise of the easements held by Azusa Water Development and Irrigation Company, Monrovia Nursery Co., and Southern California Gas Company and accepts the maps without the signatures of said easement holders. 7. Approve Final Tract Maps No. 54057-05 and 54057-06, and 8. The City Clerk is hereby authorized to endorse on the face of the maps the certificates, which embodies the approval of said maps and acceptance of grants and dedications. BACKGROUND The Final Map for Tract 54057-05 involves the approval of a final subdivision map of 30 lots, located in the Park 7200 Neighborhood of Rosedale, north of Sierra Madre Ave. This. subdivision will accommodate a detached single-family residential neighborhood named Aster Heights, and is located at Camellia Way and Sproul Ave. The Final Map for Tract 54057-06 pertains to the final subdivision of 7 lots, which will be conveyed to a future home builder. This subdivision is located on Juniper Ridge, north of Sierra Madre Ave. The developer for both tracts is Rosedale Land Partners II, a Delaware Limited Liability Company, and the Civil Engineer is RBF Consulting. The designated City Engineer has completed final checking procedures for the subject Final Maps, reviewing for mathematical accuracy, survey analysis, title information, and compliance with the State Subdivision Map Act, City ordinances and conditions of approval. The Applicant has submitted the checked Final Maps, the subdivision agreements, posted necessary bonds, and paid the applicable fees. Agreements for the Completion of Public Improvements for Tracts No. 54057-05 and 54057-06 to construct the required public improvements are attached, as well as associated Faithful Performance Bonds in the amounts of $355,000 and $162,000, and Labor and Materials Bonds in the amounts of $355,000 and $162,000 as guaranteed by Philadelphia Indemnity Insurance Company. Monument Bonds in the amounts of $10,000 and $5,000 have also been posted. The improvements are expected to be completed in the near future, and will be offered to the City for acceptance as they are completed. With the technical review having been completed, and the map meeting State and City requirements, the Council's approval would be a ministerial action. FISCAL IMPACT The fiscal impact of the Rosedale project was analyzed in a Fiscal Impact Study at the time of entitlement approval in 2003. 2 A This page is part of your document - DO NOT DISCARD 20141416591 IIIII IIIII IIIII IIIIIIIII IIIII II[II IIIII II 11 11 II IIIII IIII III Recorded/Filed in Official Records Recorder's Office, Los Angeles County, California 12/30/14 AT 08:04AM A P0037 FEES: 0.00 TAXES: 0.00 OTHER: 0.00 PAID: 0.00 I Inll II I IMI III III�I III1811111III�B U I�III I II111111III111111III IIIIIRI II SII LEADSHEET 111111111111111111111111111111111111111111111111111 201412302840016 00009999765 IIIBIIYIIq��ll�lll 006566484 S EQ: 01 DAR Mail (Hard Copy) IIII�IVIA�IIIAItlI01NnI11�IINYVl4ll�ll A iuuiunomAismmi��maiim��sm � RECORDING REQUESTED BY WHEN RECORDED MAIL TO 121 114 Jeffrey Lawrence Cornejo, Jr. City Clerk City of Azusa *20141416591* 213 E. Foothill Blvd. Azusa, CA 91702 SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE TITLE(S) Agreement for Completion of Public Improvements, Tract No. 54057-5 between the City of Azusa and Rosedale Land Partners II, LLC RECORDING REQUESTED BY: WHEN RECORDED RETURN TO: CITY OF AZUSA 213 E. Foothill Boulevard PO Box 1395 Azusa, CA 91702-1395 ATTN: City Clerk SPACE ABOVE THIS LINE FOR RECORDER'S USE Exent I from recording fee r Goveniment Code Section 6103 CITY OF AZUSA, CALIFORNIA AGREEMENT FOR COMPLETION OF PUBLIC IMPROVEMENTS TRACT NO. 54057-5 between CITY OF AZUSA a California municipal corporation and ROSEDALE LAND PARTNERS II, LLC a Delaware limited liability company ORAN GE\MMARTINEZ\33457.1 03-04-14 WE AGREEMENT FOR COMPLETION OF PUBLIC IMPROVEMENTS TRACT MAP NO. 54057-5 I. PARTIES AND DATE. This Agreement for the Completion of Public Improvements ("Agreement") is entered into as of this 15th day of September, 2014 by and between the City of Azusa, a California municipal corporation ("City") and Rosedale Land Partners II, LLC, a Delaware limited liability company with its principal office located at 23 Corporate Plaza Drive, Suite 246, Newport Beach, CA 92660 ("Developer"). City and Developer are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties." II. RECITALS. A. Developer has heretofore submitted to City an application for approval of a tract map for real property located within City, a legal description of which is attached hereto as Exhibit "A" ("Property"), and which is identified in City records Tract Map No. 54057-5. B. Developer's application for a tentative tract map for Tentative Tract No. 54057 was conditionally approved by the City Council on February 3, 2003. C. Developer has not completed all of the work or made all of the public improvements required by Chapter 66, Article V of the Azusa Municipal Code, the Subdivision Map Act (Government Code sections 66410 et seq.), the conditions of approval for Tract No. 54057-5 or other ordinances, resolutions, or policies of City requiring construction of improvements in conjunction with the subdivision of land. D. Pursuant to Section 66-4650) and the applicable provisions of the Map Act, Developer and City enter into this Agreement for the timely construction and completion of the public improvements and the furnishing of the security therefor, acceptable to the City Engineer and City Attorney, for Tract No. 54057-5. E. Developer's execution of this Agreement and the provision of the security are made in consideration of City's approval of the final map for Tract No. 54057-5. III. TERMS. 1.0 Effectiveness. This Agreement shall not be effective unless and until all three of the following conditions are satisfied: (a) Developer provides City with security of the type and in the amounts required by this Agreement; (b) Developer executes and records this Agreement in the Recorder's Office of the County of Los Angeles; (c) the City Council of the City ("City Council") approves the final map for Tract No. 54057-5 and (d) Developer records the final map for Tract No. 54057-5 in the Recorder's Office of the County of Los Angeles. If the above described conditions are not satisfied, this Agreement shall automatically terminate without need. of further action by either City or Developer, and Developer may not thereafter record the final map for Parcel/Tract No. 54057-5. ORANGE MMARTINEZ03457. ] 2 15 2.0 Public Improvements. Developer shall construct or have constructed at its own cost, expense, and liability all improvements required by City as part of the approval of Parcel/Tract No. 54057-5, including, but not limited to, all grading, roads, paving, curbs and gutters, pathways, storm drains, sanitary sewers, utilities, drainage facilities, traffic controls, landscaping, street lights, and all other required facilities as shown in detail on the plans, profiles, and specifications which have been prepared by or on behalf of Developer for Tract Map No. 54057-5 ("Public Improvements"). The Public Improvements are more specifically described in Exhibit "B," which is attached hereto and incorporated herein by this reference. Construction of the Public Improvements shall include any transitions and/or other incidental work deemed necessary for drainage or public safety. The Developer shall be responsible for the replacement, relocation, or removal of any component of any irrigation water system in conflict with the construction or installation of the Public Improvements. Such replacement, relocation, or removal shall be performed to the complete satisfaction of the City Engineer and the owner of such water system. Developer further promises and agrees to provide all equipment, tools, materials, labor, tests, design work, and engineering services necessary or required by City to fully and adequately complete the Public Improvements. 2.1 Prior Partial Construction of Public Improvements. Where construction of any Public Improvements has been partially completed prior to this Agreement, Developer agrees to complete such Public Improvements or assure their completion in accordance with this Agreement. 2.2 Permits; Notices; Utility Statements. Prior to commencing any work, Developer shall, at its sole cost, expense, and liability, obtain all necessary permits and licenses and give all necessary and incidental notices required for the lawful construction of the Public Improvements and performance of Developer's obligations under this Agreement. Developer shall conduct the work in full compliance with the regulations, rules, and other requirements contained in any permit or license issued to Developer. Prior to commencing any work, Developer shall file a written statement with the City Clerk and the City Engineer, signed by Developer and each utility which will provide utility service to the Property, attesting that Developer has made all deposits legally required by the utility for the extension and provision of utility service to the Property. 2.3 Pre -approval of Plans and Specifications. Developer is prohibited from commencing work on any Public Improvement until all plans and specifications for such Public Improvement have been submitted to and approved by the City Engineer, or his or her designee. Approval by the City Engineer shall not relieve Developer from ensuring that all Public Improvements conform with all other requirements and standards set forth in this Agreement. 2.4 Quality of Work, Cam fiance With Laws and Codes. The construction plans and specifications for the Public Improvements shall be prepared in accordance with all applicable federal, state and local laws, ordinances, regulations, codes, standards, and other requirements. The Public Improvements shall be completed in accordance with all approved maps, plans, specifications, standard drawings, and special amendments thereto on file with City, as well as all applicable federal, state, and local laws, ordinances, regulations, codes, standards, and other requirements applicable at the time work is actually commenced. ORAN GE\MMARTINEZ\33457. 13 2.5 Standard of Performance. Developer and its contractors, if any, shall perform all work required to construct the Public Improvements under this Agreement in a skillful and workmanlike manner, and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Developer represents and maintains that it or its contractors shall be skilled in the professional calling necessary to perform the work. Developer warrants that all of its employees and contractors shall have sufficient skill and experience to perform the work assigned to them, and that they shall have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the work, and that such licenses, permits, qualifications and approvals shall be maintained throughout the term of this Agreement. 2.6 Alterations to Improvements. The Public Improvements in Exhibit `B" are understood to be only a general designation of the work and improvements to be done, and not a binding description thereof. All work shall be done and improvements made and completed as shown on approved plans and specifications, and any subsequent alterations thereto. If during the course of construction and installation of the Public Improvements it is determined that the public interest requires alterations in the Public Improvements, Developer shall undertake such design and construction changes as may be reasonably required by City. Any and all alterations in the plans and specifications and the Public Improvements to be completed may be accomplished without giving prior notice thereof to Developer's surety for this Agreement. 3.0 Maintenance of Public„ Improvements and Landscal�img. City shall not be responsible or liable for the maintenance or care of the Public Improvements until City approves and accepts them. City shall exercise no control over the Public Improvements until accepted. Any use by any person of the Public Improvements, or any portion thereof, shall be at the sole and exclusive risk of the Developer at all times prior to City's acceptance of the Public Improvements. Developer shall maintain all the Public Improvements in a state of good repair until they are completed by Developer and approved and accepted by City, and until the security for the performance of this Agreement is released. 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 Developer'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 Developer fails to properly prosecute its maintenance obligation under this section, City may do all work necessary for such maintenance and the cost thereof shall be the responsibility of Developer 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 Public Improvements or their condition prior to acceptance. 4.0 Construction Schedule. Unless extended pursuant to this Section 4.1 of this Agreement, Developer shall fully and adequately complete or have completed the Public Improvements within twelve (12) months following approval of the final map for Tract No. 54057- 5. 4.1 Extensions. City may, in its sole and absolute discretion, provide Developer with additional time within which to complete the Public Improvements. It is understood that by ORANGE\MMARTINEZ\33457. ] 4 providing the security required under Section 13.0 et seq. of this Agreement, Developer and its surety consent in advance to any extension of time as may be given by City to Developer, and waives any and all right to notice of such extension(s). Developer's acceptance of an extension of time granted by City shall constitute a waiver by Developer and its surety of all defense of laches, estoppel, statutes of limitations, and other limitations of action in any action or proceeding filed by City following the date on which the Public Improvements were to have been completed hereunder. In addition, as consideration for granting such extension to Developer, City reserves the right to review the provisions of this Agreement, including, but not limited to, the construction standards, the cost estimates established by City, and the sufficiency of the improvement security provided by Developer, and to require adjustments thereto when warranted according to City's reasonable discretion. 4.2 Accrual of Limitations Period. Any limitations period provided by law related to breach of this Agreement or the terms thereof shall not accrue until Developer has provided the City Engineer with written notice of Developer's intent to abandon or otherwise not complete required or agreed upon Public Improvements. 5.0 Gradin r . Developer agrees that any and all grading done or to be done in conjunction with construction of the Public Improvements or development of Tract No. 54057-5 shall conform to all federal, state, and local laws, ordinances, regulations, and other requirements, including City's grading regulations. In order to prevent damage to the Public Improvements by improper drainage or other hazards, the grading shall be completed in accordance with the time schedule for completion of the Public Improvements established by this Agreement, and prior to City's approval and acceptance of the Public Improvements and release of the Security as set forth in Section 13.0 et sec . of this Agreement. 6.0 Utilities. Developer shall provide utility services, including water, power, gas, and telephone service to serve each parcel, lot, or unit of land within Tract No. 54057-5 in accordance with all applicable federal, state, and local laws, rules, and regulations, including, but not limited to, the regulations, schedules and fees of the utilities or agencies providing such services. Except for commercial or industrial properties, Developer shall also provide cable television facilities to serve each parcel, lot, or unit of land in accordance with all applicable federal, state, and local laws, rules, and regulations, including, but not limited to, the requirements of the cable company possessing a valid franchise with City to provide such service within City's jurisdictional limits. All utilities shall be installed underground. 7.0 Fees and Charges. Developer shall, at its sole cost, expense, and liability, pay all fees, charges, and taxes arising out of construction of the Public Improvements, including, but not limited to, all plan check, design review, engineering, inspection, and other service fees, and any impact or connection fees established by City ordinance, resolution, regulation, or policy, or as established by City relative to Tract No. 54057-5. 8.0 CityIInVection of Public Improvements. Developer shall, at its sole cost, expense, and liability, and at all times during construction of the Public Improvements, maintain reasonable and safe facilities and provide safe access for inspection by City of the Public Improvements and areas where construction of the Public Improvements is occurring or will occur. ORANOE\MMARTINEZ\33457. ] 5 ed I 9.0 Default; Notices Remedies. 9.1 Notice. If Developer neglects, refuses, or fails to fulfill or timely complete any obligation, term, or condition of this Agreement, or if City determines there is a violation of any federal, state, or local law, ordinance, regulation, code, standard, or other requirement, City may at any time thereafter declare Developer to be in default or violation of this Agreement and make written demand upon Developer or its surety, or both, to immediately remedy the default or violation ("Notice"). Developer shall substantially commence the work required to remedy the default or violation within ten (10) days of the Notice. If the default or violation constitutes an immediate, threat to the public health, safety, or welfare, City may provide the Notice verbally, and Developer shall substantially commence the required work within twenty-four (24) hours thereof. Immediately upon City's issuance of the Notice, Developer and its surety shall be liable to City for all costs of construction and installation of the Public Improvements and all other administrative costs expenses as provided for in Section 10.0 of this Agreement. 9.2 Failure to Remed • City Action. If the work required to remedy the noticed default or violation is not diligently prosecuted to a completion acceptable to City within the time frame contained in the Notice, City may complete all remaining work, arrange for the completion of all remaining work, and/or conduct such remedial activity as in its sole and absolute discretion it believes is required to remedy the default or violation. All such work or remedial activity shall be at the sole and absolute cost, expense, and liability of Developer and its surety, without the necessity of giving any further notice to Developer or surety. City's right to take such actions shall in no way be limited by the fact that Developer or its surety may have constructed any, or none of the required or agreed upon Public Improvements at the time of City's demand for performance. In the event City elects to complete or arrange for completion of the remaining work and improvements, City may require all work by Developer or its surety to cease in order to allow adequate coordination by City. Notwithstanding the foregoing, if conditions precedent for reversion to acreage can be met and if the interests of City will not be prejudiced thereby, City may also process a reversion to acreage and thereafter recover from Developer or its surety the full cost and expense incurred. 9.3 Other Remedies. No action by City pursuant to Section 9.0 et seq. of this Agreement shall prohibit City from exercising any other right or pursuing any other legal or equitable remedy available under this Agreement or any federal, state, or local law. City may exercise it rights and remedies independently or cumulatively, and City may pursue inconsistent remedies. City may institute an action for damages, injunctive relief, or specific performance. 10.0 Administrative Costs. If Developer fails to construct and install all or any part of the Public Improvements within the time required by this Agreement, or if Developer fails to comply with any other obligation contained herein, Developer and its surety shall be jointly and severally liable to City for all administrative expenses, fees, and costs, including reasonable attorney's fees and costs, incurred in obtaining compliance with this Agreement or in processing any legal action or for any other remedies permitted by law. 11.0 Acceptance of Improvements-, As -Built or Record Drawings. If the Public Improvements are properly completed by Developer and approved by the City Engineer, and if they comply with all applicable federal, state and local laws, ordinances, regulations, codes, ORAN GE\MMAR TINEZ\33457. 16 standards, and other requirements, the City Council shall be authorized to accept the Public Improvements. The City Council may, in its sole and absolute discretion, accept fully completed portions of the Public Improvements prior to such time as all of the Public Improvements are complete, which shall not release or modify Developer's obligation to complete the remainder of the Public Improvements within the time required by this Agreement. Upon the total or partial acceptance of the Public Improvements by City, Developer shall file with the Recorder's Office of the County of Los Angeles a notice of completion for the accepted Public Improvements in accordance with California Civil Code section 3093, at which time the accepted Public Improvements shall become the sole and exclusive property of City without payment therefore. If Tract No. 54057-5 was approved and recorded as a single phase map, City shall not accept any one or more of the improvements until all of the Public Improvements are completed by Developer and approved by City. Issuance by City of occupancy permits for any buildings or structures located on the Property shall not be construed in any manner to constitute City's acceptance or approval of any Public Improvements. Notwithstanding the foregoing, City may not accept any Public Improvements unless and until Developer provides one (1) set of "as -built" or record drawings or plans to the City Engineer for all such Public Improvements. The drawings shall be certified and shall reflect the condition of the Public Improvements as constructed, with all changes incorporated therein. 12.0 _Warranty and Guarantee. Developer hereby warrants and guarantees all Public Improvements against any defective work or labor done, or defective materials furnished in the performance of this Agreement, including a warranty and guarantee that all trees, shrubs and irrigation within the Property shall survive, with reasonable maintenance, in a vigorous and thriving condition reasonably acceptable to City, for a period of one (1) year following completion of the work and acceptance by City ("Warranty"). During the Warranty period, Developer shall repair, replace, or reconstruct any defective or otherwise unsatisfactory portion of the Public Improvements, including irrigation, shrubs, trees and/or transplanted trees that have died despite reasonable maintenance, in accordance with the current ordinances, resolutions, regulations, codes, standards, tree preservation plans or other requirements of City, and to the approval of the City Engineer. All repairs, replacements, or reconstruction during the Warranty periods shall be at the sole cost, expense, and liability of Developer and its surety. As to any Public Improvements which have been repaired, replaced, or reconstructed during the Warranty period, Developer and its surety hereby agree to extend the Warranty for an additional one (1) year period following City's acceptance of the repaired, replaced, or reconstructed Public Improvements. Nothing herein shall relieve Developer from any other liability it may have under federal, state, or local law to repair, replace, or reconstruct any Public Improvement following expiration of the Warranty or any extension thereof. Developer's warranty obligation under this section shall survive the expiration or termination of this Agreement. In addition, nothing contained herein shall impose upon Developer additional maintenance obligations for any Public Improvements that are repaired, replaced or reconstructed once these are accepted by City. 13.0 Securit � Surety Bonds. Prior to execution of this Agreement, Developer shall provide City with surety bonds in the amounts and under the terms set forth below ("Security"). The amount of the Security shall be based on the City Engineer's approximation of the actual cost to construct the Public Improvements, including the replacement cost for all landscaping ("Estimated Costs"). If City determines, in its sole and absolute discretion, that the Estimated Costs have changed, Developer shall adjust the Security in the amount requested by City. ORANGEWMARTINEW3457. 17 FrA Developer's compliance with this provision (Section 13.0 et sec..) shall in no way limit or modify Developer's indemnification obligation provided in Section 16.0 of this Agreement. 13.1 Performance Bond. To guarantee the faithful performance of the Public Improvements and all the provisions of this Agreement, to protect City if Developer is in default as set forth in Section 8.0 et seq. of this Agreement, and to secure Developer's one-year guarantee and warranty of the Public Improvements, including the maintenance of all landscaping in a vigorous and thriving condition, Developer shall provide City a faithful performance bond in the amount of Three Hundred Fifty-five Thousand Dollars ($355,000.00), which sum shall be not less than one hundred percent (100%) of the Estimated Costs. The City Council may, in its sole and absolute discretion and upon recommendation of the City Engineer, partially release a portion or portions of the security provided under this section as the Public Improvements are accepted by City, provided that Developer is not in default on any provision of this Agreement or condition of approval for Tract No. 54057-5, and the total remaining security is not less than twenty-five percent (25%) of the Estimated Costs. All security provided under this section shall be released at the end of the Warranty period, or any extension thereof as provided in Section 12 of this Agreement, provided that Developer is not in default on any provision of this Agreement or condition of approval for Parcel/Tract No. 54057-5. 13.2 Labor & Material Bond. To secure payment to the contractors, subcontractors, laborers, material men, and other persons furnishing labor, materials, or equipment for performance of the Public Improvements and this Agreement, Developer shall provide City a labor and materials bond in the amount of Three Hundred Fifty-five Thousand Dollars ($355,000.00), which sum shall not be less than one hundred percent (100%) of the Estimated Costs. The security provided under this section may be released by written authorization of the City Engineer after six (6) months from the date City accepts the final Public Improvements. The amount of such security shall be reduced by the total of all stop notice or mechanic's lien claims of which City is aware, plus an amount equal to twenty percent (20%) of such claims for reimbursement of City's anticipated administrative and legal expenses arising out of such claims. 13.3 Additional Requirements. The surety for any surety bonds provided as Security shall have a current A.M. Best's rating of no less than A:VIII, shall be licensed to do business in California, and shall be satisfactory to City. As part of the obligation secured by the Security and in addition to the face amount of the Security, the Developer or its surety shall secure the costs and reasonable expenses and fees, including reasonable attorney's fees and costs, incurred by City in enforcing the obligations of this Agreement. The Developer and its surety stipulate and agree that no change, extension of time, alteration, or addition to the terms of this Agreement, the Public Improvements, or the plans and specifications for the Public Improvements shall in any way affect its obligation on the Security. 13.4 Evidence and Inco oration of Security. Evidence of the Security shall be provided on the forms set forth in Exhibit "C," unless other forms are deemed acceptable by the City Engineer and the City Attorney, and when such forms are completed to the satisfaction of City, the forms and evidence of the Security shall be attached hereto as Exhibit "C" and incorporated herein by this reference. ORANGE\MMARTINEZ\33457. 18 14.0 Monument Securi . Prior to City's execution of this Agreement, to guarantee payment to the engineer or surveyor for the setting of all subdivision boundaries, lot corners, and street centerline monuments for Tract No. 54057-5 in compliance with the applicable provisions of City's Municipal and/or Development Code ("Subdivision Monuments"), Developer shall deposit cash, a letter of credit or other reasonably acceptable security with City in the amount of Ten Thousand Dollars ($10,000.00), which sum shall not be less than one hundred percent (100%) of the costs of setting the Subdivision Monuments as determined by the City Engineer. Said deposit may be released by written authorization of the City Engineer after all required Subdivision Monuments are accepted by the City Engineer, City has received written acknowledgment of payment in full from the engineer or surveyor who set the Subdivision Monuments, and provided Developer is not in default of any provision of this Agreement or condition of approval for Tract No. 54057-5. 15.0 Lien. To secure the timely performance of Developer's obligations under this Agreement, including those obligations for which security has been provided pursuant to Sections 13 et sem. and 14 of this Agreement, Developer hereby creates in favor of City a lien against all portions of the Property not dedicated to City or some other governmental agency for a public purpose. As to Developer's default on those obligations for which security has been provided pursuant to Sections 13 et seq. and 14 of this Agreement, City shall first use its best efforts to collect against such security prior to exercising its rights as a contract lienholder under this section. 16.0 Indemnification. Developer shall defend, indemnify, and hold harmless City, its elected officials, officers, employees, and agents (collectively, the "Indemnified Parties" and individually, an "Indemnified Party") from any and all actual or alleged claims, demands, causes of action, liability, loss, damage, or injury, to property or persons, including wrongful death, whether imposed by a court of law or by administrative action of any federal, state, or local governmental body or agency, arising out of or incident to any acts, omissions, negligence, or willful misconduct of Developer, its personnel, employees, agents, or contractors in connection with or arising out of construction or maintenance of the Public Improvements, or performance of this Agreement. This indemnification includes, without limitation, the payment of all penalties, fines, judgments, awards, decrees, reasonable attorneys fees, and related costs or expenses, and the reimbursement of the Indemnified Parties for all reasonable legal expenses and costs incurred by each of them. This indemnification excludes only such portion of any claim, demand, cause of action, liability, loss, damage, penalty, fine, or injury, to property or persons, including wrongful death, which is caused solely and exclusively by the negligence or willful misconduct of an Indemnified Party as determined by a court or administrative body of competent jurisdiction. Developer's obligation to indemnify shall survive the expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by any Indemnified Party; provided, however, that any such received insurance proceeds shall reduce the liability of Developer hereunder. 17.0 Insurance. 17.1 Types; Amounts. Developer shall procure and maintain, and shall require its contractors to procure and maintain, during construction of any Public Improvement pursuant to this Agreement, insurance of the types and in the amounts described below ("Required Insurance"). If any of the Required Insurance contains a general aggregate limit, such insurance shall apply separately to this Agreement or be no less than two times the specified occurrence limit. GRANGE MARTINEZ03457. 1 9 /2 17.1.1 General Liability. Developer and its contractors shall procure and maintain occurrence version general liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence for bodily injury, personal injury, and property damage. 17.1.2 Business Automobile Liability. Developer and its contractors shall procure and maintain business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for the ownership, operation, maintenance, use, loading, or unloading of any vehicle owned, leased, hired, or borrowed by the insured or for which the insured is responsible. 17.1.3 Workers' Compensation. Developer and its contractors shall procure and maintain workers' compensation insurance with limits as required by the Labor Code of the State of California and employers' liability insurance with limits of not less than $1,000,000 per occurrence, at all times during which insured retains employees. 17.1.4 Professional LiabillL. For any consultant or other professional who will engineer or design the Public Improvements, liability insurance for errors and omissions with limits not less than $1,000,000 per occurrence, shall be procured and maintained for a period of five (5) years following completion of the Public Improvements. Such insurance shall be endorsed to include contractual liability. 17.2 Deductibles. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either: (a) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its elected officials, officers, employees, agents, and volunteers; or (b) Developer and its contractors shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigation costs, claims, and administrative and defense expenses. 17.3 Additional lisured: Separation of Insureds. The Required Insurance shall name City, its elected officials, officers, employees, agents, and volunteers as additional insureds with respect to work performed by or on behalf of Developer or its contractors, including materials, parts, or equipment furnished in connection therewith. The Required Insurance shall contain standard separation of insureds provisions, and shall contain no special limitations on the scope of its protection to City, its elected officials, officers, employees, agents, and volunteers. 17.4 Primary Insurance: Waiver of Subrogation. The Required Insurance shall be primary with respect to any insurance or self-insurance programs covering City, its elected officials, officers, employees, agents, and volunteers. All policies for the Required Insurance shall provide that the insurance company waives all right of recovery by way of subrogation against City in connection with any damage or harm covered by such policy. 17.5 Certificates-, Verification. Developer and its contractors shall furnish City with original certificates of insurance and endorsements effecting coverage for the Required Insurance. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements must ORANGE\MMARTINEZ\33457. 110 13 be received and approved by City before work pursuant to this Agreement can begin. City reserves the right to require complete, certified copies of all required insurance policies, at any time. 17.6 Term; Cancellation Notice. Developer and its contractors shall maintain the Required Insurance for the term of this Agreement and shall replace any certificate, policy, or endorsement which will expire prior to that date. All policies shall be endorsed to provide that the Required Insurance shall not be suspended, voided, reduced, canceled, or allowed to expire except on 30 days prior written notice to City. 17.7 Insurer Rating. Unless approved in writing by City, all Required Insurance shall placed with insurers licensed to do business in the State of California and with a current A.M. Best rating of at least A:VIII. 18.0 Signs and Advertising.. Developer understands and agrees to City's ordinances, regulations, and requirements governing signs and advertising structures. Developer hereby agrees with and consents to the removal by City of all signs or other advertising structures erected, placed, or situated in violation of any applicable City ordinance, regulation, or other requirement. Removal shall be at the expense of Developer and its surety. Developer and its surety shall indemnify and hold City free and harmless from any claim or demand arising out of or incident to signs, advertising structures, or their removal; provided the same is not caused solely and exclusively by the negligence or willful misconduct of City, its elected officials, officers, employees, and agents. 19.0 Relationship Between the Parties. The Parties hereby mutually agree that neither this Agreement, any map related to Tract No. 54057-5, nor any other related entitlement, permit, or approval issued by City for the Property shall operate to create the relationship of partnership, joint venture, or agency between City and Developer. Developer's contractors and subcontractors are exclusively and solely under the control and dominion of Developer. Nothing herein shall be deemed to make Developer or its contractors an agent or contractor of City. 20.0 General Provisions. 20.1 Authority to Enter Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority make this Agreement and bind each respective Party. 20.2 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate, or convenient to attain the purposes of this Agreement. 20.3 Construction; References, Captions. It being agreed the Parties or their agents have participated in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days, or period for performance shall be deemed calendar days and not work days. All references to Developer include all personnel, employees, agents, and subcontractors of Developer, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, and agents except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. O RANGEW ARTIN EZ\33457. I I I r� 20.4 Notices. All notices, demands, invoices, and written communications shall be in writing and delivered to the following addresses or such other addresses as the Parties may designate by written notice: CITY: City of Azusa _ P.O. Box 1395 213 E. Foothill Blvd. Azusa Ca. 91702 Attn: City Manager DEVELOPER: Rosedale Land Partners II LLC 23 Co orate Plaza Drive Suite 246 Newport Beach, CA 92660 Attn: Dan O'Bannon Depending upon the method of transmittal, notice shall be deemed received as follows: by facsimile, as of the date and time sent; by messenger, as of the date delivered; and by U.S. Mail first class postage prepaid, as of 72 hours after deposit in the U.S. Mail. 20.5 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 20.6 Waiver. City's failure to insist upon strict compliance with any provision of this Agreement or to exercise any right or privilege provided herein, or City's waiver of any breach of this Agreement, shall not relieve Developer of any of its obligations under this Agreement, whether of the same or similar type. The foregoing shall be true whether City's actions are intentional or unintentional. Developer agrees to waive, as a defense, counterclaim or set off, any and all defects, irregularities or deficiencies in the authorization, execution or performance of the Public Improvements or this Agreement, as well as the laws, rules, regulations, ordinances or resolutions of City with regards to the authorization, execution or performance of the Public Improvements or this Agreement. 20.7 Assignment or Transfer of Agreement. Developer shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without prior written consent of City. Any attempt to do so shall be null and void, and any assignee, hypothecatee, or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation, or transfer. Unless specifically stated to the contrary in City's written consent, any assignment, hypothecation, or transfer shall not release or discharge Developer from any duty or responsibility under this Agreement. 20.8 Binding Effect. Each and all of the covenants and conditions shall be binding on and shall inure to the benefit of the Parties, and their successors, heirs, personal representatives, or assigns. This section shall not be construed as an authorization for any Party to assign any right or obligation. 20.9 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 20.10 Invalidity; Severabilitx. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. ORANGE\MMART W EZ\33457. 112 /!5 20.11 Consent to Jurisdiction and Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of California. Any legal action or proceeding brought to interpret or enforce this Agreement, or which in any way arises out of the Parties' activities undertaken pursuant to this Agreement, shall be filed and prosecuted in the appropriate California State Court in the County of Los Angeles, California. Each Party waives the benefit of any provision of state or federal law providing for a change of venue to any other court or jurisdiction including, without limitation, a change of venue based on the fact that a governmental entity is a party to the action or proceeding, or that a federal right or question is involved or alleged to be involved in the action or proceeding. Without limiting the generality of the foregoing waiver, Developer expressly waives any right to have venue transferred pursuant to California Code of Civil Procedure Section 394. 20.12 Attorneys' Fees and Casts. If any arbitration, lawsuit, or other legal action or proceeding is brought by one Party against the other Party in connection with this Agreement or the Property, the prevailing party, whether by final judgment or arbitration award, shall be entitled to and recover from the other party all costs and expenses incurred by the prevailing party, including actual attorneys' fees ("Costs"). Any judgment, order, or award entered in such legal action or proceeding shall contain a specific provision providing for the recovery of Costs, which shall include, without limitation, attorneys' and experts' fees, costs and expenses incurred in the following: (a) post judgment motions and appeals, (b) contempt proceedings, (c) garnishment, levy, and debtor and third party examination, (d) discovery, and (e) bankruptcy litigation. This section shall survive the termination or expiration of this Agreement. 20.13 Counterparts. This Agreement may be executed in counterpart originals, which taken together, shall constitute one and the same instrument. ORANGE\MMARTINEZ\33457. ] 13 /6 CITY OF AZUSA By: (signature[) �l M 44 } (print name) City Manager City of Azusa ATTEST: By: gnature) e4re RwnffraCE CDCn�l� r . print name) City Clerk City of Azusa ROSEDALE LAND PARTNERS II, LLC a Delaware limited liability company By: CDG ROSEDALE INVESTMENT, LLC A Delaware limited liability company Its Administrative Member By: L�JyCp'[' (s]gnature� Z>*K-+rat-. 0047v'v¢d (print�nam e) (title) By: �.,nature) (print name) (title) NOTE: DEVELOPER'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO DEVELOPER'S BUSINESS ENTITY. ORANGE MMARTINEL33457. ] 14 ACKNOWLEDGMENT CAPACITY CLAIMED BY SIGNER: — Individual(s) — Corporate Officer(s) — Partner(s) — Attorney -in -Fact — Trustee(s) — Subscribing Witness Guardian/Conservator -other !Vl 1tiL�rj fZ!/ SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) STATE OF CALIFORNIA COUNTY OF_ Los jAyLga10- 5 On be c r d 3 2014, before me, V tfe-I' V"a-�cd' 0-Z- , the undersigned notary public, personally appeared _ I)o Y�,L 11 P 0- In vv A -M personally known to me OR -- proved to me on the basis of satisfactory evidence to be the person(ya whose name( is/a-Fe subscribed to the within instrument and acknowledged to me that he/s-key executed the same in his/hefAkeir authorized capacity(io&), and that by his/6-��ir signature.O on the instrument the person(s), or the entity upon behalf of which the person(.y acted, executed the instrument. WITNLSmy hand and official seal. Signat re of Notary J. V. HERNANDEZ Commission # 1998674 z a Notary Public - Ca ifornia D Los Angeles County My Comm. Expires Nov 22, 2016 ORANGE\MMARTMEZ\33457. 115 ra (3 CAPACITY CLAIMED BY SIGNER — Individual(s) — Corporate Officer(s) — Partner(s) — Attorney -in -Fact — Trustee(s) -- Subscribing Witness — Guardian/Conservator — Other SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) STATE OF CALIFORNIA } } COUNTY OF } -,�- d"e On —,2 4, before me, t undersigned notary public, personally appeared , -- personally known to me OR — proved to me on t basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the w' In instrument and acknowledged to me that he/she/they executed the same in his/her/th ' - authorized capacity(ies), and that by his/her/their signature(s) on the instrument the perso , or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hangAnd official seal. Signature 0^0taly ORAN GE\MMAR TINEZ\33457. 116 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 State of California County of —�{�° "L J On—, before me, od) Date Name and Title of the Officer r personally appeared _7e–'� Name(s) of Signer(s) p_�J;,kPATRICIA ALEXIS HANSON Commission # 2063319 -: Notary Public - California z Orange County n My Comm. Exg=y 2.2018 who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) ..i are subscribed to the within instrument and acknowledged to me that he/sheAhey executed the same in hi.sA4w/their authorized capacity(ies), and that by bis/44w/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. WITNESS myhand and official seal. Place Notary Seal Above Signature: _{Q1Q - .r Signature of Notary Public OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Signer's Name: ❑ Corporate Officer — Title(s): ...... ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: © 2013 National Notary Association • www. National Notary. org . 1 -800 -US NOTARY (1-800-876-6827) Item #5907 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY TRACT NO. 54057-5 LOTS 3,4 AND 5 OF TRACT NO. 62150, IN THE CITY OF AZUSA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 1311, PAGES 28 THROUGH 50, INCLUSIVE, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. ORANGE\MMARTINEZ\33457. 1 17 EXHIBIT "B" LIST OF PUBLIC IMPROVEMENTS TRACT NO. 54057-5 Street Improvements Street Lights Storm drains Sanitary sewers Domestic Water Supply Monumentation ORANGE\ 4ARTINEZ\33457.1 18 n EXHIBIT "C" SURETY BONDS AND OTHER SECURITY TRACT NO. 54057-5 As evidence of understanding the provisions contained in this Agreement, and of the Developer's intent to comply with same, the Developer has submitted the below described security in the amounts required by this Agreement, and has affixed the appropriate signatures thereto: PERFORMANCE BOND PRINCIPAL AMOUNT: $355,000 Surety: Philadelphia Indemnity Insurance Company Attorney-in-fact: Janina Monroe Address: Attention: Michele Haase, Sr. Account Manager Lockton Insurance Brokers, LLC 19800 MacArthur Blvd., Suite 1250 Irvine, CA 92612-2434 949.252.4400 MATERIAL AND LABOR BOND PRINCIPAL AMOUNT: $355,000 Surety: Philadelphia Indemnity Insurance Company Attorney-in-fact: Janina Monroe Address: Attention: Michele Haase, Sr. Account Manager Lockton Insurance Brokers, LLC 19800 MacArthur Blvd., Suite 1250 Irvine, CA 92612-2434 949.252.4400 MONUMENT SECURITY BOND: $10,000.00 Surety: Philadelphia Indemnity Insurance Company Attorney-in-fact: Janina Monroe Address: Attention: Michele Haase, Sr. Account Manager Lockton Insurance Brokers, LLC 19800 MacArthur Blvd., Suite 1250 Irvine, CA 92612-2434 949.252.4400 ORAN GENARTIN EZU 3457. l 19 S BOND NO. PB03010401552 INITIAL PREMIUM: $7,100 / Two (2) Years SUBJECT TO RENEWAL CITY OF AZUSA TRACT MAP NO. 54057-5 IMPROVEMENTS PERFORMANCE BOND KNOW ALL MEN BY THESE PRESENTS: WHEREAS the City of Azusa, California ("City") and Rosedale Land Partners II, LLC ("Principal"). have executed an agreement for work consisting of, but not limited to, the furnishing all labor, materials, tools, equipment, services; and incidentals for all grading, roads, paving, curbs and gutters, pathways, storm drains, sanitary sewers, utilities, drainage facilities, traffic controls, landscaping, street lights, and all other required facilities for Tract Map No. 54057-5 ("Public Improvements") -, WHEREAS, the Public Improvements to be performed by Principal are more particularly set forth in that certain Agreement for Completion of Pubic Improvements dated 2014 ("Improvement Agreement"); WHEREAS, the Improvement Agreement is hereby referred to and incorporated herein by reference; and WHEREAS, Principal is required by the Improvement Agreement to provide a good and sufficient bond for performance of the Improvement Agreement, and to guarantee and warranty the Public Improvements constructed thereunder. NOW, THEREFORE, Principal and Philadelphia Indemnity Insurance Company ("Surety"), a corporation organized and existing under the laws of the State of Pennsylvania, and duly authorized to transact business under the laws of the State of California, are held and firmly bound unto City in the sum of Three Hundred Fifty -Five Thousand and no/100 dollars ($355.000.00), said sum being not less than one hundred percent (100%) of the total cost of the Public Improvements as set forth in the Improvement Agreement, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION is such, that if Principal, his or its heirs, executors. administrators, successors or assigns, shall in all things stand to and abide by; and well and truly keep and perform the covenants, conditions, agreements, guarantees, and warranties in the Improvement Agreement and any alteration thereof made as therein provided, to be kept and performed at the time and in the manner therein specified and in all respects according to their intent and meaning, and to indemnify and save harmless City, its officers, employees, and agents, as stipulated in the Improvement Agreement, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect. ORAN GE\MMAKTINEZl33457. 11 Performance Bond No. PB03010401552 Page Two (2) As part of the obligation secured hereby, and in addition to the face amount specified therefore, there shall be included costs and reasonable expenses and fees, including reasonable attorney's fees, incurred by City in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered. Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Improvement Agreement, or to any plans, profiles, and specifications related thereto, or to the Public Improvements to be constructed thereunder, shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration, or addition. This bond is executed and filed to comply with Section 66499 et seq. of the Government Code of California as security for performance of the Improvement Agreement and security for the one- yeaf guarantee and warranty of the Public Improvements. IN 'WITNESS 'THEREOF, the seal and signature of the Principal is hereto affixed, and the corporate seal and the name of the Surety is hereto affixed and attested by its duly authorized Attorney -in -Fact at Imine. Californi this 10th day of September, 2014. Rosedale Land Partners II. LLC Princip CGdaLi✓,rshw,�.C. �H: By: (print name) NOTE: APPROPRIATE NOTARIAL ACKNOWLEDGMENTS OF EXECUTION BY PRINCIPAL AND SURETY, AND A COPY OF THE POWER OF ATTORNEY TO LOCAL REPRESENTATIVES OF THE BONDING COMPANY MUST BE ATTACHED TO THIS BOND. ORANGEV& ARTIN=33457. 12 25 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE §__1189 State of California County of _0164.1� _ r1 On�ii. iK_�Y before me, dw ALLs11A,; }), A)'Ti��y lr']�gG•ICL. Date Name and Title of the Officer personally appeared,�,tl�� Name(s) of Signer(s) PATRICIA ALEXIS HANSON Commission # 2063319 .,� Notary Public - California n Z Orange County MX Comm. Expires May 2, 2018 Place Notary Seal Above who proved to me on the basis of satisfactory evidence to be the person whose namq,(aj- is/aFe- subscribed to the within instrument and acknowledged to me that helsheAhey- executed the same in his/herd authorized capacity(k.*, and that by his/herk+mir signature($Kon the instrument the person(, or the entity upon behalf of which the personWacted, 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. WITNESS my �an.dofficial seal.Signature: ��1Gt�d >) Signature of Notary Public OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Number of Pages: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: © 2013 National Notary Association • www.NationalNotary.org 9 1 -800 -US NOTARY (1-800-876-6827) Item #5907 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of Orange On tp 1 0 2014 before me, Michelle Haase._ Notary Public Date- ' here 111wrt Name and Tdle of Ve OHtur personally appeared Janina Monroe MICHELLE HAASE Commission # 1986148 ;�:�� mi• Notary Public - California z a Orange County My Comm. Expires Aug22, 2016 who proved to me on the basis of satisfactory evidence to be the personN whose name% is/ALW subscribed to the within instrument and acknowledged to me that 15b/she/OW executed the same in tAVher/ter authorized capacity) ), and that by b/her/Mr signature( on the instrument the person(), or the entity upon behalf of which the person(jo acted, executed the instrument. 1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. 5� Place (votary Seal Above Signature gj�bpe a �Y p�� OPTIONAL Though the intormation below is not required by lain, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above. Capacity{ies) Claimed by Signer(s) Signers Name: ❑ individual ❑ Corporate Officer — Title(s): _ ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: RIGHTTHUMBPRINT of SIGNER Top of thumb here Number of Pages: _ Signer's Nai ❑ Individual ❑ Corporate Officer — T"rtle(s):_.... ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator Other: Signer Is Representing:_ r: Top of thumb here 02007 National Notary Assoctation • 9350 De Soto Ave, P.a Box 2402 • Chatmorth, CA 91313-2402 • www.NabonalNotary.org Item 45907 Reorder. Cell Toll -Free 1-804676-b= 1011 1574 PHILADELPHIA INDEMNITY INSURANCE COMPANY 231 St. Asaph's Rd., Suite 100 Bala Cynwyd, PA 19004-0950 Power of Attorney KNOW ALL PERSONS BY THESE PRESENTS: that PHILADELPHIA INDEMNITY INSURANCE COMPANY (the Company), a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, does hereby constitute and appoint: JANINA MONROE, THOMAS G. MCCALL, TIMOTHY J. NOONAN AND MICHELLE HAASE OF LOCKTON COMPANIES, LLC Its true and lawful Attorney(s) in fact with full authority to execute on its behalf bonds, undertakings, recognizances and other contracts of indemnity and writings obligatory in the nature thereof, issued in the course of its business and to bind the Company thereby, in an amount not to exceed $25,000.000.00 This Power of Attorney is granted and is signed and sealed by facsimile under and by the authority ofthe following Resolution adopted by the Board of Directors of PHILADELPHIA INDEMNITY INSURANCE COMPANY at a meeting duly called the l" day of July, 2011. RESOLVED: That the Board of Directors hereby authorizes the President or any Vice President of the Company to: (1) Appoint Attomey(s) in Fact and authorize the Attorney(s) in Fact to execute on behalf of the Company bonds and undertakings, contracts of indemnity and other writings obligatory in the nature thereof and to attach the seal of the Company thereto; and (2) to remove, at any time, any such Attomey-in-Fact and revoke the authority given. And, be it FURTHER RESOLVED: That the signatures of such officers and the seal of the Company may be affixed to any such Power of Attorney or certificate relating thereto by facsimile, and any such Power of Attorney so executed and certified by facsimile signatures and facsimile seal shall be valid and biding upon the Company in the future with the respect to any bond or undertaking to which it is attached, IN TESTIMONY WHEREOF, PHILADELPHIA INDEMNITY INSURANCE COMPANY HAS CAUSED THIS INSTRUMENT TO BE SIGNED AND ITS CORPORATE SEALTO BE AFFIXED BY ITS AUTHORIZED OFFICE THIS 7TH DAY OF FEBRUARY 2013. ...........,+,y,• 3 ' �r r '�Y�. r•�r mx (Seal) Robert D. O'Leary Jr., President & CEO Philadelphia Indemnity Insurance Company On this 7's day of February 2013, before me came the individual who executed the preceding instrument, to me personally known, and being by me duly sworn said that he is the therein described and authorized officer of the PHILADELPHIA INDEMNITY INSURANCE COMPANY; that the seal affixed to said instrument is the Corporate seal of said Company; that the said Corporate Seal and his signature were duly affixed. ppNlLyYLYMltA NOTARIAL SEAR DAHI£LLE PORATH, Notary PuNO Lower perimT090 Cou�n[tyytr Cartur�ssion hlardt2��3t9 Notary Public: residing at: (Notary Seal) My commission expires: Bala CvnMd, PA March 22 2016 I, Craig R Keller, Executive Vice President, Chief Financial Officer and Secretary of PHILADELPHIA INDEMNITY INSURANCE COMPANY, do herby certify that the foregoing resolution of the Board of Directors and this Power of Attorney issued pursuant thereto are true and correct and are still in full force and effect. I do further certify that Robert D. O'Leary Jr., who executed the Power of Attorney as President, was on the date of execution of the attached Power of Attomey the duly elected President of PHILADELPHIA INDEMNITY INSURANCE COMPANY, In Testimony Whereof I have subscribed my name and affixed the facsimile seal of each Company this day ofS �o� � .20 3.y ., . = Craig P. Keller, Executive Vice President, Chief Financial Officer & Secretary PHILADELPHIA INDEMNITY INSURANCE COMPANY �s BOND NO. PB03010401552 INITIAL PREMIUM: is included in Performance Bond SUBJECT TO RENEWAL CITY OF AZUSA TRACT MAP IMPROVEMENTS LABOR AND MATERIAL BOND KNOW ALL MEN BY THESE PRESENTS: WHEREAS the City of Azusa, California ("City") and Rosedale Land Partners II. LLC ("Principal"), have executed an agreement for work consisting of, but not limited to, the furnishing all labor; materials; tools, equipment, services, and incidentals for all grading, roads, paving, curbs and gutters, pathways, storm drains; sanitary sewers, utilities, drainage facilities, traffic controls, landscaping, street lights, and all other required facilities for Tract Map No. 54057-5 ("Public Improvements"); WHEREAS, the Public Improvements to be performed by Principal are more particularly set forth in that certain Agreement for Completion of Pubic Improvements dated 2013 ("Improvement Agreement"); WHEREAS, the Improvement Agreement is hereby referred to and incorporated herein by reference; and WHEREAS, Principal is required to furnish a bond in connection with the Improvement Agreement providing that if Principal or any of its subcontractors shall fail to pay for any materials, provisions, or other supplies, or terms used in, upon; for; or about the performance of the Public Improvements, or for any work or labor done thereon of any kind; or for amounts due under the provisions of Title 15 (commencing with section 3082) of Part 4 of Division 3 of the California Civil Code, with respect to such work or labor, that the Surety on this bond will pay the same together with a reasonable attorney's fee in case suit is brought on the bond. NOW, THEREFORE; Principal and Philadelhia Indemnity Insurance Com an r ("Surety"), a corporation organized and existing under the laws of the State of Pennsylvania, and duly authorized to transact business under the laws of the State of California, are held and firmly bound unto Cite and to any and all material men, persons, companies or corporations furnishing materials, provisions; and other supplies used in, upon, for or about the performance of the Public Improvements; and all persons, companies or corporations renting or hiring teams, or implements or machinery, for or contributing to the Public Improvements to be done, and all persons performing work or labor upon the same and all persons supplying both work and materials as aforesaid excepting the Principal, the sum of Three Hundred Fifty -Five Thousand and no/100 DOLLARS, ($355.000.00), said sum being not less than 100% of the total cost of the Public Improvements under the terms of the Improvement Agreement, ORANGE\MMART MZ\ 3 34 5 7. 0 �R Payment Bond No. PB03010401552 Page Two (2) we bind ourselves, our heirs, executors and administrators, successors and assigns jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH that if the Principal, his or its subcontractors, heirs, executors; administrators, successors, or assigns, shall fail to pay for any materials, provisions, or other supplies or machinery used in, upon; for or about the performance of the Public Improvements, or for work or labor thereon of any kind, or fail to pay any of the persons named in California Civil Code Section 3181, or amounts due under the Unemployment Insurance Code with respect to work or labor performed by any such claimant, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of the contractor and his subcontractors pursuant to Section 13020 of the Unemployment Insurance Code with respect to such work and labor, and all other applicable laws of the State of California and rules and regulations of its agencies, then said Surety will pay the same in or to an amount not exceeding the sum specified herein. As part of the obligation secured hereby, and in addition to the face amount specified therefore, there shall be included costs and reasonable expenses and fees, including reasonable attorney's fees, incurred by City in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered. This bond is executed and filed to comply with Section 66499 et seq. of the California Government Code as security for payment to contractors, subcontractors, and persons furnishing labor, materials, or equipment for construction of the Public Improvements or performance of the Improvement Agreement. It is hereby expressly stipulated and agreed that this bond shall inure to the benefit of any and all persons, companies, and corporations entitled to file claims under Title 15 (commencing with Section 3082) of Part 4 of Division 3 of the California Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this bond. Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Improvement Agreement. or to any plans, profiles, and specifications related thereto, or to the Public Improvements to be constructed thereunder, shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration, or addition. oxANGEMViARTINED334sz 14 0 Payment Bond No. PB03010401552 Page Three (3) IN WITNESS WFEREOF, the seal and signature of the Principal is hereto affixed, and the corporate seal and the name of the Surety is hereto affixed and attested by its duty authorized Attorney -in -Fact at Irvine, California, this 10th day of September, 2014. Rosedale Land Partners II. LLC Principal 134: CDL= 1446e4tALL �,r gi++v.�-� t Lk. C. By: 7L��By: CaFp 10A-wJ KX. o &k--JWVO (print name) (print name) NOTE: APPROPRIATE NOTARIAL ACKNOWLEDGMENTS OF EXECUTION BY PRINCIPAL AND SURETY, AND A COPY OF THE POWER OF ATTORNEY TO LOCAL REPRESENTATIVES OF THE BONDING COMPANY MUST BE ATTACHED TO THIS BOND. ORANGEVv1MAATD,F.Zu 3457. 15 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 State of California County of f _� On �_;�falxFlEr ' J-- 4/`4. before me, sJ 1 _ �wd1 qfa It )( L_i e– Date Name and Title of the Officer personally appeared PATRICIA ALEXIS HANSON Commission # 2063319 Notary Public - California a Orange County My Comm. Expires May 2, 2018 Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the personWwhose name(sj` is/are- subscribed to the within instrument and acknowledged to me that he/sheftey executed the same in his/"-„���c authorized capacity#es}; and that by his/"eFAHei - signature�K on the instrument the personA, or the entity upon behalf of which the person 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. WITNESS my hand and official seal. Place Notary Seal Above Signature: Signature of Notary Public OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Number of Pages Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: •: JS•N�'./ Y!4\' _ n'4�" �.` . N 'S/ d _ av •J/gid �.?'y` S"'� - ei{`� 'd ':•is-r{4t�Gi S" t:SCd"+� CALIFORNIA /ALL-PURPOSE ACKNOWLEDGMENT State of California Country of Orange On -SEP 1 0 _ before me, Michelle Haase, Notary Public Date Hale Insert Narr1B and Tine of Tho Oefcar personally appeared _ Janina Monroe Name(s) of Signer(s) ., MICHELLE HA NSE Commission # 19861488 u Notary Public -California z. Orange County My Comm. Expires Aug22, 2016 ~ who proved to me on the basis of satisfactory evidence to be the personN whose name% is/NX subscribed to the within instrument and acknowledged to me that Wshe/Oy executed the same in t rXberrAJEW authorized capacityW), and that by fb/her/qtr signature(* on the instrument the person(, or the entity upon behalf of which the personN 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. WITNESS my hand and official seal. Signature 7Z26L41 Place Notary Seal Above ftnalure of Ndtuy Puble OPTIONAL Though the intormation below is not required by lam; it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above. Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ individual ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General loll ❑ Attorney in Fact ■ ❑ Trustee Top of thumb here ❑ Guardian or Conservator ❑ Other: Signer is Representing: Number of Pages: Signer's Name: ❑ Individual ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: _. Signer Is Representing: RISKTTHl7MF INT OF SIGNER 02007 National Notary Assoctat m- 9350 De Soto Ave., PC- Box 2402 -Chatsworth, CA 91313-2402-www.NatonalNotaryorg Item #5907 Reorc6-.CellToll-Free 1 -BOD -976-6627 1575 PHILADELPHIA INDEMNITY INSURANCE COMPANY 231 St, Asaph's Rd., Suite 100 Bala Cynwyd, PA 19004-0950 Power of Attorney KNOW ALL PERSONS BY THESE PRESENTS: that PHILADELPHIA INDEMNITY INSURANCE COMPANY (the Company), a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, does hereby constitute and appoint: JANINA MONROE, THOMAS G. MCCALL, TIMOTHY J. NOONAN AND MICHELLE HAASE OF LOCKTON COMPANIES, LLC Its true and lawful Attomey(s) in fact with full authority to execute on its behalf bonds, undertakings, recognizances and other contracts of indemnity and writings ob] igatory in the nature thereof, issued in the course of its business and to bind the Company thereby, in an amount not to exceed S25,000,000.00 This Power of Attorney is granted and is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of PHILADELPHIA INDEMNITY INSURANCE COMPANY at a meeting duly called the I" day of July, 2011 RESOLVED: That the Board of Directors hereby authorizes the President or any Vice President of the Company to: (1) Appoint Attorney(s) in Fact and authorize the Attorney(s) in Fact to execute on behalf of the Company bonds and undertakings, contracts of indemnity and other writings obligatory in the nature thereof and to attach the seal of the Company thereto; and (2) to remove, at any time, any such Attorney -in -Fact and revoke the authority given. And, be it FURTHER RESOLVED:. That the signatures of such officers and the seal of the Company may be affixed to any such Power of Attorney or certificate relating thereto by facsimile, and any such Power of Attorney so executed and certified by facsimile signatures and facsimile seal shall be valid and biding upon the Company in the future with the respect to any bond or undertaking to which it is attached. IN TESTIMONY WHEREOF, PHILADELPHIA INDEMNITY INSURANCE COMPANY HAS CAUSED THIS INSTRUMENT TO BE SIGNED AND ITS CORPORATE SEALTO BE AFFIXED BY ITS AUTHORIZED OFFICE THIS 7T" DAY OF FEBRUARY 2013. Pv �9. s F. 'i,• rs (Seal) ".•'" e6-,, _ .� o Robert D. O'Leary Jr„ President & CEO Philadelphia hrdemnity Insurance Company On this 7h day of February 2013, before me came the individual who executed the preceding instrument, to me personally known, and being by me duly sworn said that he is the therein described and authorized officer of the PHILADELPHIA INDEMNITY INSURANCE COMPANY; that the seal affixed to said instrument is the Corporate seal of said Company; that the said Corporate Seal and his signature were duly affixed. COM W Pf3aML NOTARiALML DANIELI.£ PORATR, NotnryPAC JW (:Ualit&,Lq mr, �1 Notary Public: residing at: (Notary Seal) My commission expires: Bala Cynwyyd, PA March 22.2016 I, Craig P. Keller, Executive Vice President, Chief Financial Officer and Secretary of PHILADELPHIA INDEMNITY INSURANCE COMPANY, do herby certify that the foregoing resolution of the Board of Directors and this Power of Attorney issued pursuant thereto are true and correct and are still in full force and effect I do further certify that Robert D. O'Leary Jr„ who executed the Power of Attomey as President, was on the date of execution of the attached Power ofAttorney the duly elected President of PHILADELPHIA INDEMNITY INSURANCE COMPANY, J EP I 0 2014 In Testimony Whereof I have subscribed my name and affixed the facsimile seal of each Company this day of 20 r Craig P. Keller, Executive Vice President, Chief Financial Officer & Secretary 4 _ PHILADELPHIA INDEMNITY INSURANCE COMPANY _ �?2 34 Bond No. PB03010401553 Premium $2001 Two (2) Years MONUMENT BOND KNOW ALL MEN BY THESE PRESENTS: That Rosedale Land Partners II, LLC, Subdivider, as Principal, and Philadel We Indemni I.nsumnee Company, a Corporation, as Surety, are hereby jointly and severally bound to pay to the Cine of Azusa. Califomia in the sum of Ten Thousand and no/100 Dollars ($10.000.00). The condition of this obligation is that whereas the Subdivider, as a condition of the filing of the final subdivision map of City Azwa Tract No. 54057.05, entered into an agreement with said City, to set Survey Monuments in said tract and to pay the engineer or surveyor performing the work, in full within 30 days after completion. NOW, THEREFORE, if the Subdivider shall well and truly perform said agreement during the original term thereof or any extension of said term that may be granted by the Council of the QLty of Azusa, with or without notice to the Surety, this obligation shall be void, otherwise it shall remain in full force and effect. As a part of the obligation secured hereby and in addition to the face amount specified therefore, there shall be included costs and reasonable expenses and fees, including reasonable attorney's fees, incurred by City in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered. The Surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the agreement or to the work to be performed thereunder or the specifications accompanying the same shall in anywise affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the agreement or to the work or to the specifications. SIGNED and SEALED this 10th day of September, 2014. Rosedale Land Partners II, LLC Plvlaciel a e an Company C-dis R��tci �+W�l�er►' BY: b&,, 1 t¢— & W00*4 ao,�� c , r Jan� Monroe, Attomey-in-Fact CALIFORNIA0 ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 State of California County of On ....L,_uy - before me, rJ /Y y Bi rG Date Name and Title of the Officer r personally appeared Name(s) of Signer(s) PATRICIA ALEXIS HANSON Commission # 2063319 -w Notary Public - California 2 Orange County My Comm. Expires May 2. 2018 who proved to me on the basis of satisfactory evidence to be the person,(s)' whose narnW is/ate subscribed to the within instrument and acknowledged to me that he/&heA4;ay executed the same in his/berMqerr authorized capacity#es} and that by his/haerAh it signatureX on the instrument the person(sr or the entity upon behalf of which the person�;W`ncted, 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. WITNESSmy aai- cf and official seal. Place Notary Seal Above Signature: Signature of Notary Public OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): []Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: 0 2013 National Notary Association • www.NationaiNotary.org . 1 -800 -US NOTARY (1-800-876-6827) Item #5907 1)6 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of Orange On SEP I l 2014 before me; Michelle Haase. No", Public Oat4 Her® losers Nam* acid Tina o: the Df ,cw personally appeared Janina Monroe Names) of SignegS) MICHELLE HAASE Commission # 1986148 Notary Public - California z Orange County MyM l Comm. Expiras Ati22, 2016 who proved to me on the basis of satisfactory evidence to be the person() whose name( is/cN! subscribed to the within instrument and acknowledged to me that L$0she/fty executed the same in t*her1t4Xr authorized capacityW), and that by */her/% it signature( on the instrument the person(, or the entity upon behalf of which the personoo acted, executed the instrument. 1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature Place Notary Seal Above signature of Wary PudSic OPTIONAL Though the information below is not required by taw, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment o; this form to another document - Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity{ies) Claimed by Signer(s) Signer's Name: ❑ individual ❑ Corporate Officer — Title(s): _ El Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing BIGHTTM)MBPRINT OF SIGNER lop c� . - Number of Pages: Signer's Nam ❑ Individual ❑ Corporate Officer —Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee Guardian or Conservator Other:. Signer Is Representing: iRlGt "i'f-IU MPRIt!T OF SIGNER 02W7 National Notary Assomtm- 9.950 De Soto Ave-, P.O-Box 2402 • Chatsworth, CA 91313-2402 • www.NalionEdNakaryorg Item 45907 Reorder. cell Tal -Free 1_B0D-B76.6927 1576 �� PHILADELPHIA INDEMNITY INSURANCE COMPANY 231 St. Asaph's Rd., Suite 100 Bala Cynwyd, PA 19004-0950 Power of Attorney KNOW ALL PERSONS BY THESE PRESENTS: that PHILADELPHIA INDEMNITY INSURANCE COMPANY (the Company), a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, does hereby constitute and appoint: JANINA MONROE, THOMAS G. MCCALL, TIMOTHY J. NOONAN AND MICHELLE HAASE OF LOCKTON COMPANIES, LLC Its true and lawful Attorney(s) in fact with full authority to execute on its behalf bonds, undertakings, recognizances and other contracts of indemnity and writings obligatory in the nature thereof, issued in the course of its business and to bind the Company thereby, in an amount not to exceed 525,000,000.00 This Power of Attorney is granted and is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of PHILADELPHIA INDEMNITY INSURANCE COMPANY at a meeting duly called the V day of July, 2011. RESOLVED: That the Board of Directors hereby authorizes the President or any Vice President of the Company to: (1) Appoint Attorney(s) in Fact and authorize the Attorney(s) in Fact to execute on behalf of the Company bonds and undertakings, contracts of indemnity and other writings obligatory in the nature thereof and to attach the seal of the Company thereto; and (2) to remove, at any time, any such Attorney -in -Fact and revoke the authority given. And, be it FURTHER RESOLVED: That the signatures of such officers and the seal of the Company may be affixed to any such Power of Attorney or certificate relating thereto by facsimile, and any such Power of Attorney so executed and certified by facsimile signatures and facsimile seal shall be valid and biding upon the Company in the future with the respect to any bond or undertaking to which it is attached. IN TESTIMONY WHEREOF, PHILADELPHIA INDEMNITY INSURANCE COMPANY HAS CAUSED THIS INSTRUMENT TO BE SIGNED AND ITS CORPORATE SEALTO BE AFFIXED BY ITS AUTHORIZED OFFICE THIS 7T13 DAY OF FEBRUARY 2013. :'s ..... r (Seal) Robert D. O'Leary Jr„ President & CEO Philadelphia Indemnity Insurance Company On this 7`s day of February 2013, before me came the individual who executed the preceding instrument, tome personally known, and being by me duly swom said that he is the therein described and authorized officer of the PHILADELPHIA INDEMNITY INSURANCE COMPANY; that the seal affixed to said instrument is the Corporate seal of said Company; that the said Corporate Seal and his signature were duly affixed. =PORATH, VPEM5MVAfflASEA11, �l�lfPuNO acoul�ontgv C Wh .1 Notary Public: (Notary Seal) residing at: Bala Cvnwvd, PA My commission expires: March 22, 2016 I, Craig P. Keller, Executive Vice President, Chief Financial Officer and Secretary of PHILADELPHIA INDEMNITY INSURANCE COMPANY, do herby certify that the foregoing resolution of the Board of Directors and this Power of Attorney issued pursuant thereto are true and correct and are still in full force and effect I do further certify that Robert D. O'Leary Jr„ who executed the Power of Attorney as President, was on the date of execution of the attached Power of Attorney the duly elected President of PHILADELPHIA INDEMNITY INSURANCE COMPANY, In Testimony Whereof I have subscribed my name and affixed the facsimile seal of each Company this day of �� . 20 i0,' 00 {. ' ' Craig P. Keller, Executive Vice President, Chief Financial Officer & Secretary`; Jy, nn +'L;?'•%k'- PHILADELPHIA INDEMNITY INSURANCE COMPANY �C - - This page is part of your document - DO NOT DISCARD . 20141416594 IIIII IIIIIIIIII IIIIIIIIII IIIII Illll IIIA II II II I! Illll IIII I I Recorded/Filed in Official Records Recorder's Office, Los Angeles County, California 12/30/14 AT 08:04AM FEES: TAXES: OTHER: PAID: 111111111119nnIII�IIIVIIIIIIIIIIIIIIInIIIIIIIIIIIIIAIIIIIIIIIIIIII�IAII�IIII LEADSHEET 1111111111111111111111111111111111111111111111111111111 201412302840017 00009999777 �Nd�II�I�AIIIIRIIII 006566494 SEQ: 01 DAR - Mail (Hard Copy) uoui�nu�n�iu�Anm�uu�uUiiimir iir�amoiom�nuWmuwnti�u�irn THIS FORM IS NOT TO BE DUPLICATED E605090 PaggeS: 0637 0.00 0.00 0.00 0.00 RECORDING REQUESTED BY WHEN RECORDED MAIL TO Jeffrey Lawrence Cornejo, Jr. City Clerk City of Azusa 213 E. Foothill Blvd. Azusa, CA 91702 Or SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE TITLES) Agreement for Completion of Public Improvements, Tract No. 54057-6 between the City of Azusa and Rosedale Land Partners II, LLC I RECORDING REQUESTED BY: WHEN RECORDED RETURN TO: CITY OF AZUSA 213 E. Foothill Boulevard PO Box 1395 Azusa, CA 91702-1395 ATTN: City Clerk SPACE ABOVE THIS LINE FOR RECORDER'S USE Ex rn t fr g2rdjjjg f e. PuCkyeaimew Code Section 6103 CITY OF AZUSA, CALIFORNIA AGREEMENT FOR COMPLETION OF PUBLIC IMPROVEMENTS TRACT NO. 54057-6 between CITY OF AZUSA a California municipal corporation and ROSEDALE LAND PARTNERS II, LLC a Delaware limited liability company ORANGE\MMARTINEZ\33457.1 03-04-14 AGREEMENT FOR COMPLETION OF PUBLIC IMPROVEMENTS TRACT MAP NO. 54057-6 I. PARTIES AND DATE. This Agreement for the Completion of Public Improvements ("Agreement") is entered into as of this 15th day of September, 2014 by and between the City of Azusa, a California municipal corporation ("City") and Rosedale Land Partners II, LLC, a Delaware limited liability company with its principal office located at 23 Corporate Plaza Drive, Suite 246, Newport Beach, CA 92660 ("Developer"). City and Developer are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties." II. RECITALS. A. Developer has heretofore submitted to City an application for approval of a tract map for real property located within City, a legal description of which is attached hereto as Exhibit "A" ("Property"), and which is identified in City records Tract Map No. 54057-6. B. Developer's application for a tentative tract map for Tentative Tract No. 54057 was conditionally approved by the City Council on February 3, 2003. C. Developer has not completed all of the work or made all of the public improvements required by Chapter 66, Article V of the Azusa Municipal Code, the Subdivision Map Act (Government Code sections 66410 et seq.), the conditions of approval for Tract No. 54057-6 or other ordinances, resolutions, or policies of City requiring construction of improvements in conjunction with the subdivision of land. D. Pursuant to Section 66-4650) and the applicable provisions of the Map Act, Developer and City enter into this Agreement for the timely construction and completion of the public improvements and the furnishing of the security therefor, acceptable to the City Engineer and City Attorney, for Tract No. 54057-6. E. Developer's execution of this Agreement and the provision of the security are made in consideration of City's approval of the final map for Tract No. 54057-6. III. TERMS. 1.0 Effectiveness.. This Agreement shall not be effective unless and until all three of the following conditions are satisfied: (a) Developer provides City with security of the type and in the amounts required by this Agreement; (b) Developer executes and records this Agreement in the Recorder's Office of the County of Los Angeles; (c) the City Council of the City ("City Council") approves the final map for Tract No. 54057-6 and (d) Developer records the final map for Tract No. 54057-6 in the Recorder's Office of the County of Los Angeles. If the above described conditions are not satisfied, this Agreement shall automatically terminate without need. of further action by either City or Developer, and Developer may not thereafter record the final map for Parcel/Tract No. 54057-6. ORAN GEWMAR T1NEZ03457. 12 5 2.0 Public improvements. Developer shall construct or have constructed at its own cost, expense, and liability all improvements required by City as part of the approval of Parcel/Tract No. 54057-6, including, but not limited to, all grading, roads, paving, curbs and gutters, pathways, storm drains, sanitary sewers, utilities, drainage facilities, traffic controls, landscaping, street lights, and all other required facilities as shown in detail on the plans, profiles, and specifications which have been prepared by or on behalf of Developer for Tract Map No. 54057-6 ("Public Improvements"). The Public Improvements are more specifically described in Exhibit "B," which is attached hereto and incorporated herein by this reference. Construction of the Public Improvements shall include any transitions and/or other incidental work deemed necessary for drainage or public safety. The Developer shall be responsible for the replacement, relocation, or removal of any component of any irrigation water system in conflict with the construction or installation of the Public Improvements. Such replacement, relocation, or removal shall be performed to the complete satisfaction of the City Engineer and the owner of such water system. Developer further promises and agrees to provide all equipment, tools, materials, labor, tests, design work, and engineering services necessary or required by City to fully and adequately complete the Public Improvements. 2.1 Prior Partial Construction of Public Improvements. Where construction of any Public Improvements has been partially completed prior to this Agreement, Developer agrees to complete such Public Improvements or assure their completion in accordance with this Agreement. 2.2 Permits; Notices; Utility Statements. Prior to commencing any work, Developer shall, at its sole cost, expense, and liability, obtain all necessary permits and licenses and give all necessary and incidental notices required for the lawful construction of the Public Improvements and performance of Developer's obligations under this Agreement. Developer shall conduct the work in full compliance with the regulations, rules, and other requirements contained in any permit or license issued to Developer. Prior to commencing any work, Developer shall file a written statement with the City Clerk and the City Engineer, signed by Developer and each utility which will provide utility service to the Property, attesting that Developer has made all deposits legally required by the utility for the extension and provision of utility service to the Property. 2.3 Pre -approval of Plans and Specifications. Developer is prohibited from commencing work on any Public Improvement until all plans and specifications for such Public Improvement have been submitted to and approved by the City Engineer, or his or her designee. Approval by the City Engineer shall not relieve Developer from ensuring that all Public Improvements conform with all other requirements and standards set forth in this Agreement. 2.4 Quality of Work: Compliance With Laws and Codes. The construction plans and specifications for the Public Improvements shall be prepared in accordance with all applicable federal, state and local laws, ordinances, regulations, codes, standards, and other requirements. The Public Improvements shall be completed in accordance with all approved maps, plans, specifications, standard drawings, and special amendments thereto on file with City, as well as all applicable federal, state, and local laws, ordinances, regulations, codes, standards, and other requirements applicable at the time work is actually commenced. ORAN GE\MMARTINEZ\33457. 13 2.5 Standard of Performance. Developer and its contractors, if any, shall perform all work required to construct the Public Improvements under this Agreement in a skillful and workmanlike manner, and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Developer represents and maintains that it or its contractors shall be skilled in the professional calling necessary to perform the work. Developer warrants that all of its employees and contractors shall have sufficient skill and experience to perform the work assigned to them, and that they shall have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the work, and that such licenses, permits, qualifications and approvals shall be maintained throughout the term of this Agreement. 2.6 Alterations_ to Improvements. The Public Improvements in Exhibit `B" are understood to be only a general designation of the work and improvements to be done, and not a binding description thereof. All work shall be done and improvements made and completed as shown on approved plans and specifications, and any subsequent alterations thereto. If during the course of construction and installation of the Public Improvements it is determined that the public interest requires alterations in the Public Improvements, Developer shall undertake such design and construction changes as may be reasonably required by City. Any and all alterations in the plans and specifications and the Public Improvements to be completed may be accomplished without giving prior notice thereof to Developer's surety for this Agreement. 3.0 Maintenance of Public Improvements_ and Landscaping. City shall not be responsible or liable for the maintenance or care of the Public Improvements until City approves and accepts them. City shall exercise no control over the Public Improvements until accepted. Any use by any person of the Public Improvements, or any portion thereof, shall be at the sole and exclusive risk of the Developer at all times prior to City's acceptance of the Public Improvements. Developer shall maintain all the Public Improvements in a state of good repair until they are completed by Developer and approved and accepted by City, and until the security for the performance of this Agreement is released. 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 Developer'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 Developer fails to properly prosecute its maintenance obligation under this section, City may do all work necessary for such maintenance and the cost thereof shall be the responsibility of Developer 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 Public Improvements or their condition prior to acceptance. 4.0 Construction Schedule. Unless extended pursuant to this Section 4.1 of this Agreement, Developer shall fully and adequately complete or have completed the Public Improvements within twelve (12) months following approval of the final map for Tract No. 54057- 6. 4.1 Extensions. City may, in its sole and absolute discretion, provide Developer with additional time within which to complete the Public Improvements. It is understood that by ORANGEMMARTINEZ03457. 14 providing the security required under Section 13.0 et seq. of this Agreement, Developer and its surety consent in advance to any extension of time as may be given by City to Developer, and waives any and all right to notice of such extension(s). Developer's acceptance of an extension of time granted by City shall constitute a waiver by Developer and its surety of all defense of laches, estoppel, statutes of limitations, and other limitations of action in any action or proceeding filed by City following the date on which the Public Improvements were to have been completed hereunder. In addition, as consideration for granting such extension to Developer, City reserves the right to review the provisions of this Agreement, including, but not limited to, the construction standards, the cost estimates established by City, and the sufficiency of the improvement security provided by Developer, and to require adjustments thereto when warranted according to City's reasonable discretion. 4.2 Accrual of Limitations Period. Any limitations period provided by law related to breach of this Agreement or the terms thereof shall not accrue until Developer has provided the City Engineer with written notice of Developer's intent to abandon or otherwise not complete required or agreed upon Public Improvements. 5.0 Gradin. Developer agrees that any and all grading done or to be done in conjunction with construction of the Public Improvements or development of Tract No. 54057-6 shall conform to all federal, state, and local laws, ordinances, regulations, and other requirements, including City's grading regulations. In order to prevent damage to the Public Improvements by improper drainage or other hazards, the grading shall be completed in accordance with the time schedule for completion of the Public Improvements established by this Agreement, and prior to City's approval and acceptance of the Public Improvements and release of the Security as set forth in Section 13.0 et seq. of this Agreement. 6.0 Utilities. Developer shall provide utility services, including water, power, gas, and telephone service to serve each parcel, lot, or unit of land within Tract No. 54057-6 in accordance with all applicable federal, state, and local laws, rules, and regulations, including, but not limited to, the regulations, schedules and fees of the utilities or agencies providing such services. Except for commercial or industrial properties, Developer shall also provide cable television facilities to serve each parcel, lot, or unit of land in accordance with all applicable federal, state, and local laws, rules, and regulations, including, but not limited to, the requirements of the cable company possessing a valid franchise with City to provide such service within City's jurisdictional limits. All utilities shall be installed underground. 7.0 Fees and Charges. Developer shall, at its sole cost, expense, and liability, pay all fees, charges, and taxes arising out of construction of the Public Improvements, including, but not limited to, all plan check, design review, engineering, inspection, and other service fees, and any impact or connection fees established by City ordinance, resolution, regulation, or policy, or as established by City relative to Tract No. 54057-6. 8.0 City Inspection of Public Improvements. Developer shall, at its sole cost, expense, and liability, and at all times during construction of the Public Improvements, maintain reasonable and safe facilities and provide safe access for inspection by City of the Public Improvements and areas where construction of the Public Improvements is occurring or will occur. ORANGE\MMARTINEZ\33457. 15 .11 9.0 Default, Notice: Remedies. 9.1 Notice. If Developer neglects, refuses, or fails to fulfill or timely complete any obligation, term, or condition of this Agreement, or if City determines there is a violation of any federal, state, or local law, ordinance, regulation, code, standard, or other requirement, City may at any time thereafter declare Developer to be in default or violation of this Agreement and make written demand upon Developer or its surety, or both, to immediately remedy the default or violation ("Notice"). Developer shall substantially commence the work required to remedy the default or violation within ten (10) days of the Notice. If the default or violation constitutes an immediate threat to the public health, safety, or welfare, City may provide the Notice verbally, and Developer shall substantially commence the required work within twenty-four (24) hours thereof. Immediately upon City's issuance of the Notice, Developer and its surety shall be liable to City for all costs of construction and installation of the Public Improvements and all other administrative costs expenses as provided for in Section 10.0 of this Agreement. 9.2 Failure to Remedy; City Action. If the work required to remedy the noticed default or violation is not diligently prosecuted to a completion acceptable to City within the time frame contained in the Notice, City may complete all remaining work, arrange for the completion of all remaining work, and/or conduct such remedial activity as in its sole and absolute discretion it believes is required to remedy the default or violation. All such work or remedial activity shall be at the sole and absolute cost, expense, and liability of Developer and its surety, without the necessity of giving any further notice to Developer or surety. City's right to take such actions shall in no way be limited by the fact that Developer or its surety may have constructed any, or none of the required or agreed upon Public Improvements at the time of City's demand for performance. In the event City elects to complete or arrange for completion of the remaining work and improvements, City may require all work by Developer or its surety to cease in order to allow adequate coordination by City. Notwithstanding the foregoing, if conditions precedent for reversion to acreage can be met and if the interests of City will not be prejudiced thereby, City may also process a reversion to acreage and thereafter recover from Developer or its surety the full cost and expense incurred. 9.3 Other Remedies. No action by City pursuant to Section 9.0 et seq. of this Agreement shall prohibit City from exercising any other right or pursuing any other legal or equitable remedy available under this Agreement or any federal, state, or local law. City may exercise it rights and remedies independently or cumulatively, and City may pursue inconsistent remedies. City may institute an action for damages, injunctive relief, or specific performance. 10.0 Administrative Costs. If Developer fails to construct and install all or any part of the Public Improvements within the time required by this Agreement, or if Developer fails to comply with any other obligation contained herein, Developer and its surety shall be jointly and severally liable to City for all administrative expenses, fees, and costs, including reasonable attorney's fees and costs, incurred in obtaining compliance with this Agreement or in processing any legal action or for any other remedies permitted by law. 11.0 Acceptance of hn rovements• As -Built or Record Drawings. If the Public Improvements are properly completed by Developer and approved by the City Engineer, and if they comply with all applicable federal, state and local laws, ordinances, regulations, codes, ORANGE\MMARTINEZ\33457. 16 standards, and other requirements, the City Council shall be authorized to accept the Public Improvements. The City Council may, in its sole and absolute discretion, accept fully completed portions of the Public Improvements prior to such time as all of the Public Improvements are complete, which shall not release or modify Developer's obligation to complete the remainder of the Public Improvements within the time required by this Agreement. Upon the total or partial acceptance of the Public Improvements by City, Developer shall file with the Recorder's Office of the County of Los Angeles a notice of completion for the accepted Public Improvements in accordance with California Civil Code section 3093, at which time the accepted Public Improvements shall become the sole and exclusive property of City without payment therefore. If Tract No. 54057-6 was approved and recorded as a single phase map, City shall not accept any one or more of the improvements until all of the Public Improvements are completed by Developer and approved by City. Issuance by City of occupancy permits for any buildings or structures located on the Property shall not be construed in any manner to constitute City's acceptance or approval of any Public Improvements. Notwithstanding the foregoing, City may not accept any Public Improvements unless and until Developer provides one (1) set of "as -built" or record drawings or plans to the City Engineer for all such Public Improvements. The drawings shall be certified and shall reflect the condition of the Public Improvements as constructed, with all changes incorporated therein. 12.0 Wangnty and Guarantee. Developer hereby warrants and guarantees all Public Improvements against any defective work or labor done, or defective materials furnished in the performance of this Agreement, including a warranty and guarantee that all trees, shrubs and irrigation within the Property shall survive, with reasonable maintenance, in a vigorous and thriving condition reasonably acceptable to City, for a period of one (1) year following completion of the work and acceptance by City ("Warranty"). During the Warranty period, Developer shall repair, replace, or reconstruct any defective or otherwise unsatisfactory portion of the Public Improvements, including irrigation, shrubs, trees and/or transplanted trees that have died despite reasonable maintenance, in accordance with the current ordinances, resolutions, regulations, codes, standards, tree preservation plans or other requirements of City, and to the approval of the City Engineer. All repairs, replacements, or reconstruction during the Warranty periods shall be at the sole cost, expense, and liability of Developer and its surety. As to any Public Improvements which have been repaired, replaced, or reconstructed during the Warranty period, Developer and its surety hereby agree to extend the Warranty for an additional one (1) year period following City's acceptance of the repaired, replaced, or reconstructed Public Improvements. Nothing herein shall relieve Developer from any other liability it may have under federal, state, or local law to repair, replace, or reconstruct any Public Improvement following expiration of the Warranty or any extension thereof. Developer's warranty obligation under this section shall survive the expiration or termination of this Agreement. In addition, nothing contained herein shall impose upon Developer additional maintenance obligations for any Public Improvements that are repaired, replaced or reconstructed once these are accepted by City. 13.0 Security: Surety Bonds. Prior to execution of this Agreement, Developer shall provide City with surety bonds in the amounts and under the terms set forth below ("Security"). The amount of the Security shall be based on the City Engineer's approximation of the actual cost to construct the Public Improvements, including the replacement cost for all landscaping ("Estimated Costs"). If City determines, in its sole and absolute discretion, that the Estimated Costs have changed, Developer shall adjust the Security in the amount requested by City. ORANGE\MMARTINEZ\33457. 17 to Developer's compliance with this provision (Section 13.0 et seq.) shall in no way limit or modify Developer's indemnification obligation provided in Section 16.0 of this Agreement. 13.1 Performance Bond. To guarantee the faithful performance of the Public Improvements and all the provisions of this Agreement, to protect City if Developer is in default as set forth in Section 8.0 et seq. of this Agreement, and to secure Developer's one-year guarantee and warranty of the Public Improvements, including the maintenance of all landscaping in a vigorous and thriving condition, Developer shall provide City a faithful performance bond in the amount of One Hundred Sixty-two Thousand Dollars ($162,000.00), which sum shall be not less than one hundred percent (100%) of the Estimated Costs. The City Council may, in its sole and absolute discretion and upon recommendation of the City Engineer, partially release a portion or portions of the security provided under this section as the Public Improvements are accepted by City, provided that Developer is not in default on any provision of this Agreement or condition of approval for Tract No. 54057-6, and the total remaining security is not less than twenty-five percent (25%) of the Estimated Costs. All security provided under this section shall be released at the end of the Warranty period, or any extension thereof as provided in Section 12 of this Agreement, provided that Developer is not in default on any provision of this Agreement or condition of approval for Parcel/Tract No. 54057-6. 13.2 Labor & Material Bond. To secure payment to the contractors, subcontractors, laborers, material men, and other persons furnishing labor, materials, or equipment for performance of the Public Improvements and this Agreement, Developer shall provide City a labor and materials bond in the amount of One Hundred Sixty-two Thousand ($162,000.00), which sum shall not be less than one hundred percent (100%) of the Estimated Costs. The security provided under this section may be released by written authorization of the City Engineer after six (6) months from the date City accepts the final Public Improvements. The amount of such security shall be reduced by the total of all stop notice or mechanic's lien claims of which City is aware, plus an amount equal to twenty percent (20%) of such claims for reimbursement of City's anticipated administrative and legal expenses arising out of such claims. 13.3 Additional Requirements. The surety for any surety bonds provided as Security shall have a current A.M. Best's rating of no less than A:VIII, shall be licensed to do business in California, and shall be satisfactory to City. As part of the obligation secured by the Security and in addition to the face amount of the Security, the Developer or its surety shall secure the costs and reasonable expenses and fees, including reasonable attorney's fees and costs, incurred by City in enforcing the obligations of this Agreement. The Developer and its surety stipulate and agree that no change, extension of time, alteration, or addition to the terms of this Agreement, the Public Improvements, or the plans and specifications for the Public Improvements shall in any way affect its obligation on the Security. 13.4 Evidence and Inca oration of Security. Evidence of the Security shall be provided on the forms set forth in Exhibit "C," unless other forms are deemed acceptable by the City Engineer and the City Attorney, and when such forms are completed to the satisfaction of City, the forms and evidence of the Security shall be attached hereto as Exhibit "C" and incorporated herein by this reference. ORAN GEWMARTINEZU 3457. 18 14.0 Monument Security. Prior to City's execution of this Agreement, to guarantee payment to the engineer or surveyor for the setting of all subdivision boundaries, lot corners, and street centerline monuments for Tract No. 54057-6 in compliance with the applicable provisions of City's Municipal and/or Development Code ("Subdivision Monuments"), Developer shall deposit cash, a letter of credit or other reasonably acceptable security with City in the amount of Five Thousand Dollars ($5,000.00), which sum shall not be less than one hundred percent (100%) of the costs of setting the Subdivision Monuments as determined by the City Engineer. Said deposit may be released by written authorization of the City Engineer after all required Subdivision Monuments are accepted by the City Engineer, City has received written acknowledgment of payment in full from the engineer or surveyor who set the Subdivision Monuments, and provided Developer is not in default of any provision of this Agreement or condition of approval for Tract No. 54057-6. 15.0 Lien. To secure the timely performance of Developer's obligations under this Agreement, including those obligations for which security has been provided pursuant to Sections 13 et sem. and 14 of this Agreement, Developer hereby creates in favor of City a lien against all portions of the Property not dedicated to City or some other governmental agency for a public purpose. As to Developer's default on those obligations for which security has been provided pursuant to Sections 13 et seq. and 14 of this Agreement, City shall first use its best efforts to collect against such security prior to exercising its rights as a contract lienholder under this section. 16.0 Indemnification. Developer shall defend, indemnify, and hold harmless City, its elected officials, officers, employees, and agents (collectively, the "Indemnified Parties" and individually, an "Indemnified Party") from any and all actual or alleged claims, demands, causes of action, liability, loss, damage, or injury, to property or persons, including wrongful death, whether imposed by a court of law or by administrative action of any federal, state, or local governmental body or agency, arising out of or incident to any acts, omissions, negligence, or willful misconduct of Developer, its personnel, employees, agents, or contractors in connection with or arising out of construction or maintenance of the Public Improvements, or performance of this Agreement. This indemnification includes, without limitation, the payment of all penalties, fines, judgments, awards, decrees, reasonable attorneys fees, and related costs or expenses, and the reimbursement of the Indemnified Parries for all reasonable legal expenses and costs incurred by each of them. This indemnification excludes only such portion of any claim, demand, cause of action, liability, loss, damage, penalty, fine, or injury, to property or persons, including wrongful death, which is caused solely and exclusively by the negligence or willful misconduct of an Indemnified Party as determined by a court or administrative body of competent jurisdiction. Developer's obligation to indemnify shall survive the expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by any Indemnified Party; provided, however, that any such received insurance proceeds shall reduce the liability of Developer hereunder. 17.0 Insurance. 17.1 Types, Amounts. Developer shall procure and maintain, and shall require its contractors to procure and maintain, during construction of any Public Improvement pursuant to this Agreement, insurance of the types and in the amounts described below ("Required Insurance"). If any of the Required Insurance contains a general aggregate limit, such insurance shall apply separately to this Agreement or be no less than two times the specified occurrence limit. O RAN G EN A RT 1N E Z\3 3 4 5 7. 1 9 17.1.1 General Liabilit . Developer and its contractors shall procure and maintain occurrence version general liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence for bodily injury, personal injury, and property damage. 17.1.2 Business Automobile Liability. Developer and its contractors shall procure and maintain business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for the ownership, operation, maintenance, use, loading, or unloading of any vehicle owned, leased, hired, or borrowed by the insured or for which the insured is responsible. 17.1.3 Workers' Compensation. Developer and its contractors shall procure and maintain workers' compensation insurance with limits as required by the Labor Code of the State of California and employers' liability insurance with limits of not less than $1,000,000 per occurrence, at all times during which insured retains employees. 17.1.4 Professional Liabilily. For any consultant or other professional who will engineer or design the Public Improvements, liability insurance for errors and omissions with limits not less than $1,000,000 per occurrence, shall be procured and maintained for a period of five (5) years following completion of the Public Improvements. Such insurance shall be endorsed to include contractual liability. 17.2 Deductibles. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either: (a) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its elected officials, officers, employees, agents, and volunteers; or (b) Developer and its contractors shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigation costs, claims, and administrative and defense expenses. 17.3 Additional Insured; Separation of Insureds. The Required Insurance shall name City, its elected officials, officers, employees, agents, and volunteers as additional insureds with respect to work performed by or on behalf of Developer or its contractors, including materials, parts, or equipment furnished in connection therewith. The Required Insurance shall contain standard separation of insureds provisions, and shall contain no special limitations on the scope of its protection to City, its elected officials, officers, employees, agents, and volunteers. 17.4 Primary Insurance; Waiver.of Subrogation. The Required Insurance shall be primary with respect to any insurance or self-insurance programs covering City, its elected officials, officers, employees, agents, and volunteers. All policies for the Required Insurance shall provide that the insurance company waives all right of recovery by way of subrogation against City in connection with any damage or harm covered by such policy. 17.5 Certificates; Verification. Developer and its contractors shall furnish City with original certificates of insurance and endorsements effecting coverage for the Required Insurance. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements must ORANGE\MMARTINEZ\33457. 110 be received and approved by City before work pursuant to this Agreement can begin. City reserves the right to require complete, certified copies of all required insurance policies, at any time. 17.6 Term; Cancellation Notice. Developer and its contractors shall maintain the Required Insurance for the term of this Agreement and shall replace any certificate, policy, or endorsement which will expire prior to that date. All policies shall be endorsed to provide that the Required Insurance shall not be suspended, voided, reduced, canceled, or allowed to expire except on 30 days prior written notice to City. 17.7 Insurer Ratiniz. Unless approved in writing by City, all Required Insurance shall placed with insurers licensed to do business in the State of California and with a current A.M. Best rating of at least A: VIII. 18.0 Signs and Advertising. Developer understands and agrees to City's ordinances, regulations, and requirements governing signs and advertising structures. Developer hereby agrees with and consents to the removal by City of all signs or other advertising structures erected, placed, or situated in violation of any City ordinance, regulation, or other requirement. Removal shall be at the expense of Developer and its surety. Developer and its surety shall indemnify and hold City free and harmless from any claim or demand arising out of or incident to signs, advertising structures, or their removal. 19.0 Relationship Between the Partie . The Parties hereby mutually agree that neither this Agreement, any map related to Tract No. 54057-6, nor any other related entitlement, permit, or approval issued by City for the Property shall operate to create the relationship of partnership, joint venture, or agency between City and Developer. Developer's contractors and subcontractors are exclusively and solely under the control and dominion of Developer. Nothing herein shall be deemed to make Developer or its contractors an agent or contractor of City. 20.0 General Provisions. 20.1 Authority to Enter Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority make this Agreement and bind each respective Party. 20.2 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate, or convenient to attain the purposes of this Agreement. 20.3 Construction: References,• Ca tions. It being agreed the Parties or their agents have participated in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days, or period for performance shall be deemed calendar days and not work days. All references to Developer include all personnel, employees, agents, and subcontractors of Developer, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. ORANGEWMARTINEZ03457. 111 �u 20.4 Notices, All notices, demands, invoices, and written communications shall be in writing and delivered to the following addresses or such other addresses as the Parties may designate by written notice: CITY: DEVELOPER: City of Azusa P.O. Box 1395 213 E. Foothill Blvd. Azusa, Ca. 91702 _ Attn: City Manager Rosedale Land Partners 11, LLC 23 Cgoorate Plaza Drive. Suite 246 Newport Beach CA 92660 Attn: Dan O'Bannon Depending upon the method of transmittal, notice shall be deemed received as follows: by facsimile, as of the date and time sent; by messenger, as of the date delivered; and by U.S. Mail first class postage prepaid, as of 72 hours after deposit in the U.S. Mail. 20.5 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 20.6 Waiver. City's failure to insist upon strict compliance with any provision of this Agreement or to exercise any right or privilege provided herein, or City's waiver of any breach of this Agreement, shall not relieve Developer of any of its obligations under this Agreement, whether of the same or similar type. The foregoing shall be true whether City's actions are intentional or unintentional. Developer agrees to waive, as a defense, counterclaim or set off, any and all defects, irregularities or deficiencies in the authorization, execution or performance of the Public Improvements or this Agreement, as well as the laws, rules, regulations, ordinances or resolutions of City with regards to the authorization, execution or performance of the Public Improvements or this Agreement. 20.7 Assignment or Transfer of Agreement. Developer shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without prior written consent of City. Any attempt to do so shall be null and void, and any assignee, hypothecatee, or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation, or transfer. Unless specifically stated to the contrary in City's written consent, any assignment, hypothecation, or transfer shall not release or discharge Developer from any duty or responsibility under this Agreement. 20.8 Binding Effect. Each and all of the covenants and conditions shall be binding on and shall inure to the benefit of the Parties, and their successors, heirs, personal representatives, or assigns. This section shall not be construed as an authorization for any Party to assign any right or obligation. 20.9 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 20.10 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. ORANGEWMARTINEZ03457. 112 /5 20.11 Consent to Jurisdiction and Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of California. Any legal action or proceeding brought to interpret or enforce this Agreement, or which in any way arises out of the Parties' activities undertaken pursuant to this Agreement, shall be filed and prosecuted in the appropriate California State Court in the County of Los Angeles, California. Each Party waives the benefit of any provision of state or federal law providing for a change of venue to any other court or jurisdiction including, without limitation, a change of venue based on the fact that a governmental entity is a party to the action or proceeding, or that a federal right or question is involved or alleged to be involved in the action or proceeding. Without limiting the generality of the foregoing waiver, Developer expressly waives any right to have venue transferred pursuant to California Code of Civil Procedure Section 394. 20.12 Attorneys' Fees and Costs. If any arbitration, lawsuit, or other legal action or proceeding is brought by one Party against the other Party in connection with this Agreement or the Property, the prevailing party, whether by final judgment or arbitration award, shall be entitled to and recover from the other party all costs and expenses incurred by the prevailing party, including actual attorneys' fees ("Costs"). Any judgment, order, or award entered in such legal action or proceeding shall contain a specific provision providing for the recovery of Costs, which shall include, without limitation, attorneys' and experts' fees, costs and expenses incurred in the following: (a) post judgment motions and appeals, (b) contempt proceedings, (c) garnishment, levy, and debtor and third party examination, (d) discovery, and (e) bankruptcy litigation. This section shall survive the termination or expiration of this Agreement. 20.13 Co_unteMarts. This Agreement may be executed in counterpart originals, which taken together, shall constitute one and the same instrument. ORANGE\MMARTINEZ\33457. 113 ff CITY OF AZUSA By: J> P (signature) 1>0r.uld Pee7v-na (print name) City Manager City of Azusa ATTEST: By: r Ignature) (print name) 1 City Clerk City of Azusa ROSEDALE LAND PARTNERS II, LLC a Delaware limited liability company By: CDG ROSEDALE INVESTMENT, LLC A Delaware limited liability company Its Administrative Member By: (signature) �N� {print game) (title) By: 0�6p--- _Lsignature) (print name) Vd Cd (title) NOTE: DEVELOPER'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO DEVELOPER'S BUSINESS ENTITY. ORANGEWM ARTINEZ03457. 1 14 ACKNOWLEDGMENT CAPACITY CLAIMED BY SIGNER: — Individual(s) — Corporate Officer(s) — Partner(s) — Attorney -in -Fact — Trustee(s) — Subscribing Witness — Guardian/Conservator other --ran—,d kA 0-t MGt -i SIGNER IS REPRESENTING: f NAME OF PERSON(S) OR ENTITY(IES) STATE OF CALIFORNIA COUNTY OF Lo S v" ci c,-[ S On 3 . 2014, before me, 9- V - n az it cf �' Z , the undersigned notary public, personally appeared vt personally known to me OR -"- proved to me on the basis of satisfactory evidence to be the personal whose name() is/ar-e subscribed to the within instrument and acknowledged to me that he/sheAhoy executed the same in his/hh it authorized capacity(ies), and that by his/heir signature(. -,4 on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS to hand and official seal. Signature o Notary ORANGE\MMARTINEZ\33457. 115 J. V. HERNANDEZ Commission # 1998874 �C! Notary Public - California Los Angeles County r ' N',y Comm. Expires Nov 22, 2016 1- tt SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) STATE OF CALIFORNIA 1 COUNTY OF } On , 20,/beforeme, t undersigned notary public, personally appeared personally known to me OR — proved to me on t alis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the wi n instrument and acknowledged to me that he/she/they executed the same in hislher/the authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person , or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand/dnd official seal. Signature q) Notary ORANGE\MMARTINEZ03457. 116 -�h4&Ll UT CAPACITY CLAIMED BY SIGNER:- -- Individual(s) - Corporate off cars) - Partner(s) - Attorney -in -Fact - Trustee(s) - Subscribing Witness - Guardian/Conservator - Other SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) STATE OF CALIFORNIA 1 COUNTY OF } On , 20,/beforeme, t undersigned notary public, personally appeared personally known to me OR — proved to me on t alis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the wi n instrument and acknowledged to me that he/she/they executed the same in hislher/the authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person , or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand/dnd official seal. Signature q) Notary ORANGE\MMARTINEZ03457. 116 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 State of California County of- On l��,A� A4 =: = � before me, '��r�J���= s iJ . /knv Y 1 _641C- Date Name and Title of the Officer S � personally appeared Name(s) of Signer(s) PATRICIA ALEXIS HANSON Commission #E 2063319 z z =ri Notary Public - California Z Orange County My Comm. Ex 'ares May 2, 2018 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 i o4he/they executed the same in /their authorized capacity(ies), and that by Ia+p�/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. WITNESS my hand and official seal. Place Notary Seal Above Si( nature:.�ac:�� Signature of Notary Public OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Number of Pages: Document Date: Signer(s) Other Than Named Above: Capacity(les) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Signer's Name: . ❑ Corporate Officer — Title(s): ❑ Partner — [-]Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing. © 2013 National Notary Association e www.NationalNotary.org • 1 -800 -US NOTARY (1-800-876-6827) Item #5907 r� EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY TRACT NO. 54057-6 LOT 9 OF TRACT NO. 62150, IN THE CITY OF AZUSA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 1311, PAGES 28 THROUGH 50, INCLUSIVE, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. ORANGE\MMARMEZ\33457. 117 EXHIBIT "B" LIST OF PUBLIC IMPROVEMENTS TRACT NO. 54057-6 Street Improvements Street Lights Storm drains Sanitary sewers Domestic Water Supply Monumentation ORANGE\MARTINEZ\3 3457.1 18 121 EXHIBIT "C" SURETY BONDS AND OTHER SECURITY TRACT NO. 54057-6 As evidence of understanding the provisions contained in this Agreement, and of the Developer's intent to comply with same, the Developer has submitted the below described security in the amounts required by this Agreement, and has affixed the appropriate signatures thereto: PERFORMANCE BOND PRINCIPAL AMOUNT: $162,000 Surety: Philadelphia Indemnity Insurance Company Attorney-in-fact: Janina Monroe Address: Attention: Michele Haase, Sr. Account Manager Lockton Insurance Brokers, LLC 19800 MacArthur Blvd., Suite 1250 Irvine, CA 92612-2434 949.252.4400 MATERIAL AND LABOR BOND PRINCIPAL AMOUNT: $162,000 Surety: Philadelphia Indemnity Insurance Company Attorney-in-fact: Janina Monroe Address: Attention: Michele Haase, Sr. Account Manager Lockton Insurance Brokers, LLC 19800 MacArthur Blvd., Suite 1250 Irvine, CA 92612-2434 949.252.4400 MONUMENT SECURITY BOND: $5,000.00 Surety: Philadelphia Indemnity Insurance Company Attorney-in-fact: Janina Monroe Address: Attention: Michele Haase, Sr. Account Manager Lockton Insurance Brokers, LLC 19800 MacArthur Blvd., Suite 1250 Irvine, CA 92612-2434 949.252.4400 ORANGE\MARTINEZ\33457.1 19 BOND NO. PB03010401554 INITIAL PREMIUM: $3,240/_Two (2) Years SUBJECT TO RENEWAL CITY OF AZUSA TRACT MAP NO. 54057-6 IMPROVEMENTS PERFORMANCE BOND KNOW ALL MEDT BY THESE PRESENTS: WHEREAS the City of Azusa, California ("City") and Rosedale Land Partners U. LLC ("Principal"), have executed an agreement for work consisting of, but not limited to, the furnishing all labor, materials, tools, equipment, services, and incidentals for all grading, roads, paving, curbs and gutters; pathways, storm drains, sanitary sewers, utilities, drainage facilities, traffic controls, landscaping, street lights, and all other required facilities for Tract Map No. 54057-6 ("Public Improvements"); WHEREAS, the Public Improvements to be performed by Principal are more particularly set forth in that certain Agreement for Completion of Pubic Improvements dated ;, 2013 ("Improvement Agreement"); WHEREAS, the Improvement Agreement is hereby referred to and incorporated herein by reference; and WHEREAS, Principal is required by the Improvement Agreement to provide a good and sufficient bond for performance of the Improvement Agreement, and to guarantee and warranty the Public Improvements constructed thereunder. NOW, THEREFORE, Principal and Philadelphia ln&,_mnity Insurance Compan,� ("Surety"), a corporation organized and existing under the laws of the State of. Pennsylvania, and duly authorized to transact business under the laws of the State of California, are held and firmly bound unto City in the sum of One Hundred Sixty -Two Thousand and no/100 dollars ($162:000.00 , said sum being not less than one hundred percent (100%) of the total cost of the Public Improvements as set forth in the Improvement Agreement, we bind ourselves, our heirs; executors and administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION is such, that if Principal, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions, agreements, guarantees, and warranties in the Improvement Agreement and any alteration thereof made as therein provided, to be kept and performed at the time and in the manner therein specified and in all respects according to their intent and meaning, and to indemnify and save harmless City, its officers, employees, and agents, as stipulated in the Improvement Agreement, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect. ORANGEW MARTINED33457- 11 Performance Bond No. PB03010401554 Page Two (2) As part of the obligation secured hereby, and in addition to the face amount specified therefore, there shall be included costs and reasonable expenses and fees, including reasonable attorney's fees, incurred by City in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered. Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Improvement Agreement, or to any plans, profiles, and specifications related thereto, or to the Public Improvements to be constructed thereunder, shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration, or addition. This bond is executed and filed to comply with Section 66499 et sec . of the Government Code of California as security for performance of the Improvement Agreement and security for the one- year guarantee and warranty of the Public Improvements. IN WITNESS WIEREOF, the seal and signature of the Principal is hereto affixed, and the corporate seal and the name of the Surety is hereto affixed and attested by its duly authorized Attorney -in -Fact at Irvine: Caiifymia, this 10th day of September, 2014. Rosedale Land Partners II. LLC P 'ladel Inde tv Company Princi al urety �:�� By: �-i CX7o Att ey-in-Fact �j/�+ tit— o►ac..�N o J Monroe. Attorne�� -in-Fact (print name) (print name) NOTE: APPROPRIATE NOTARIAL ACKNOWLEDGMENTS OF EXECUTION BY PRINCIPAL AND SURETY, AND A COPY OF THE POWER OF ATTORNEY TO LOCAL REPRESENTATIVES OF THE BONDING COMPANY MUST BE ATTACHED TO THIS BOND. ORANGE\MMARTINEZL 3457. 12 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 State of California County of � On �— 1 1� before me, v a f Date Name and Title of the Officer personally appearedl — ��/�,r/ ��✓ Name(s) of Signer(s) PATRICIA ALEXIS HANSON Commission # 2063319 -s Notary Public - California a Z Orange County My Comm. Ex fres May 2, 2018 who proved to me on the basis of satisfactory evidence to be the person 'Pi)' whose narne(5,r is/a+�e- subscribed to the within instrument and acknowledged to me that he/sey executed the same in his/her4heit- authorized capacity(ies , and that by his/hefM"ir signatureK on the instrument the personSj, or the entity upon behalf of which the person(Wacted, 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. WITNESS my and official seal. Place Notary Seal Above Signature: Signature of Notary Public OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Signer's Name: ❑ Corporate Officer— Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual []Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: ;.�-�G:�:�:s'�5t: !e.'S -+est:,.- irr" 'yam 'ar • •ar • .��-r ;�.••eie'ei •.v ..cam Ar_� ar a�w s'ay.'ri _ �r CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of Orange On 4 before me, Michelle Haasc- Notary Public . ' Hare Insert Name and TrBs W the offror personally appeared Janina Monroe Name(s) of Slgnerls) 5 MICHELLE HAASE Commission # 1986148 Notary Public - California z Orange County r My Comm. Expires Au 22, 2016 who proved to me on the basis of satisfactory evidence to be the person(N whose name% is/NX subscribed to the within instrument and acknowledged to me that bt�/she/O y executed the same in kp'her/tj kr authorized capacityOW), and that by bWher/%Ar signature(g on the instrument the personK, or the entity upon behalf of which the person(o acted, executed the instrument. 1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Place Nola Seal Above Signature Notary Si utwe o`. Notsry Pump - OPTIONAL Though the information below is not required by lain, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacityf ies) Claimed by Signer(s) Signer's Name: individual ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact • E) Trustee Top of thumb here ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Number of Pages: Signer's Na► ❑ Individual ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: t. Top of thumb here 02007 National Nolary Association • 3350 De Soto Ave-, P.O. Boz 2402 • ChatsKarth, CA 91313-2402 • www.Nabona]Notaryorg IMrn 115907 Reorder. Cell Toll -Free 4-BOD67"BV 1577 PHILADELPHIA INDEMNITY INSURANCE COMPANY 231 St. Asaph's Rd., Suite 100 Bala Cynwyd, PA 19004-0950 Power of Attorney KNOW ALL PERSONS BY THESE PRESENTS: that PHILADELPHIA INDEMNITY INSURANCE COMPANY (the Company), a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, does hereby constitute and appoint: JANINA MONROE, THOMAS G. MCCALL, TIMOTHY J. NOONAN AND MICHELLE HAASE OF LOCKTON COMPANIES, LLC Its true and lawful Attorney(s) in fact with full authority to execute on its behalf bonds, undertakings, recognizances and other contracts of indemnity and writings obligatory in the nature thereof, issued in the course of its business and to bind the Company thereby, in an amount not to exceed $25.000.000.04 This Power of Attorney is granted and is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of PHILADELPHIA INDEMNITY INSURANCE COMPANY at a meeting duly called the 1" day of July, 2011, RESOLVED: That the Board of Directors hereby authorizes the President or any Vice President of the Company to: (1) Appoint Attorney(s) in Fact and authorize the Attorney(s) in Fact to execute on behalf of the Company bonds and undertakings, contracts of indemnity and other writings obligatory in the nature thereof and to attach the seal of the Company thereto; and (2) to remove, at any time, any such Attorney -in -Fact and revoke the authority given. And, be it FURTHER RESOLVED: That the signatures of such officers and the seal of the Company may be affixed to any such Power of Attomey or certificate relating thereto by facsimile, and any such Power of Attorney so executed and certified by facsimile signatures and facsimile seal shall be valid and biding upon the Company in the future with the respect to any bond or undertaking to which it is attached. IN TESTIMONY WHEREOF, PHILADELPHIA INDEMNITY INSURANCE COMPANY HAS CAUSED THIS INSTRUMENT TO BE SIGNED AND ITS CORPORATE SEALTO BE AFFIXED BY ITS AUTHORIZED OFFICE THIS 7 T1 DAY OF FEBRUARY 2013. Robert D. O'Leary Jr., President & CEO Philadelphia Indemnity Insurance Company On this 7"' day of February 2013, before me came the individual who executed the preceding instrument, to me personally known, and being by me duly sworn said that he is the therein described and authorized officer of the PHILADELPHIA INDEMNITY INSURANCE COMPANY; that the seal affixed to said instrument is the Corporate seal of said Company; that the said Corporate Seal and his signature were duly affixed. calN NOTARIAL SEAL DANlELIE PORATH, NataryPtA20�y ^ LVW Merim w .,hfun11 C24f1;oo wcwffhow 11/�G`Jl{GQ Notary Public: residing at: Bala Cynvvvd. PA (Notary Seal) My commission expires: March 22, 2016 I, Craig P. Keller, Executive Vice President, Chief Financial Officer and Secretary of PHILADELPHIA INDEMNITY INSURANCE COMPANY, do herby certify that the foregoing resolution of the Board of Directors and this Power ofAttorney issued pursuant thereto are true and correct and are still in full force and effect. I do further certify that Robert D, O'Leary Jr., who executed the Power of Attorney as President, was on the date of execution of the attached Power of Attomey the duly elected President of PHILADELPHIA INDEMNITY INSURANCE COMPANY, SEP 1 U 2014 In Testimony Whereof I have subscribed my name and affixed the facsimile seal of each Company this day of . 20 f,1 JY (dryry ._ _= _ .- .-„ `• Craig P. Keller, Executive Vice President, Chief Financial Officer & Secretary x g PHILADELPHIA INDEMNITY INSURANCE COMPANY • (Seal) Robert D. O'Leary Jr., President & CEO Philadelphia Indemnity Insurance Company On this 7"' day of February 2013, before me came the individual who executed the preceding instrument, to me personally known, and being by me duly sworn said that he is the therein described and authorized officer of the PHILADELPHIA INDEMNITY INSURANCE COMPANY; that the seal affixed to said instrument is the Corporate seal of said Company; that the said Corporate Seal and his signature were duly affixed. calN NOTARIAL SEAL DANlELIE PORATH, NataryPtA20�y ^ LVW Merim w .,hfun11 C24f1;oo wcwffhow 11/�G`Jl{GQ Notary Public: residing at: Bala Cynvvvd. PA (Notary Seal) My commission expires: March 22, 2016 I, Craig P. Keller, Executive Vice President, Chief Financial Officer and Secretary of PHILADELPHIA INDEMNITY INSURANCE COMPANY, do herby certify that the foregoing resolution of the Board of Directors and this Power ofAttorney issued pursuant thereto are true and correct and are still in full force and effect. I do further certify that Robert D, O'Leary Jr., who executed the Power of Attorney as President, was on the date of execution of the attached Power of Attomey the duly elected President of PHILADELPHIA INDEMNITY INSURANCE COMPANY, SEP 1 U 2014 In Testimony Whereof I have subscribed my name and affixed the facsimile seal of each Company this day of . 20 _= _ .- .-„ `• Craig P. Keller, Executive Vice President, Chief Financial Officer & Secretary x g PHILADELPHIA INDEMNITY INSURANCE COMPANY S.yl �. •' 64ate BOND NO. PB03010401554 INITIAL PREMIUM: is included in Performance Bond SUBJECT TO RENEWAL CITY OF AZUSA TRACT MAP IMPROVEMENTS LABOR AND MATERIAL BOND KNOW ALL MEN BY THESE PRESENTS: WHEREAS the City of Azusa, California ("City") and Rosedale Land Partners II. LLC ("Principal"), have executed an agreement for work consisting of, but not limited to, the furnishing all labor, materials, tools, equipment, services, and incidentals for all grading, roads, paving, curbs and gutters, pathways, storm drains, sanitary sewers, utilities, drainage facilities, traffic controls, landscaping, street lights, and all other required facilities for Tract Map No. 54057-6 ("Public Improvements"); 'WHEREAS, the Public Improvements to be performed by Principal are more particularly set forth in that certain Agreement for Completion of Pubic Improvements dated 2013 ("Improvement Agreement"); WHEREAS, the Improvement Agreement is hereby referred to and incorporated herein by reference; and WHEREAS, Principal is required to famish a bond in connection with the Improvement Agreement providing that if Principal or any of its subcontractors shall fail to pay for any materials, provisions, or other supplies, or terms used in, upon, for, or about the performance of the Public Improvements, or for any work or labor done thereon of any kind, or for amounts due under the provisions of Title 15 (commencing with section 3082) of Part 4 of Division 3 of the California Civil Code, with respect to such work or labor, that the Surety on this bond will pay the same together with a reasonable attorney's fee in case suit is brought on the bond. NOW, THEREFORE, Principal and Philadelphia Indemnitor Insurance Company ("Surety"), a corporation organized and existing under the laws of the State of Pennsylvania, and duly authorized to transact business under the laws of the State, of California, are held and firmly bound unto City and to any and all material men, persons, companies or corporations furnishing materials, provisions; and other supplies used in, upon, for or about the performance of the Public Improvements, and all persons, companies or corporations renting or hiring teams, or implements or machinery; for or contributing to the Public Improvements to be done, and all persons performing work or labor upon the same and all persons supplying both work and materials as aforesaid excepting the Principal, the sum of One Hundred Slxt`%-Two Thousand and no/100 DOLLARS; (15.000.00]; said sum being not less than 100% of the total cost of the Public Improvements under the terms of the Improvement ORANGF vIMARTINEZ%33457. 13 Payment Bond No. PB03010401554 Page Two (2) Agreement, we bind ourselves, our heirs, executors and administrators, successors and assigns jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH that if the Principal, his or its subcontractors, heirs, executors, administrators, successors, or assigns, shall fail to pay for any materials, provisions, or other supplies or machinery used in, upon, for or about the performance of the Public Improvements, or for work or labor thereon of any kind, or fail to pay any of the persons named in California Civil Code Section 3181, or amounts due under the Unemployment Insurance Code with respect to work or, labor performed by any such claimant, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of the contractor and his subcontractors pursuant to Section 13020 of the Unemployment Insurance Code with respect to such work and labor, and all other applicable laws of the State of California and rules and regulations of its agencies, then said Surety will pay the same in or to an amount not exceeding the sum specified herein. As part of the obligation secured hereby, and in addition to the face amount specified therefore, there shall be included costs and reasonable expenses and fees, including reasonable attorney's fees, incurred by City in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered. This bond is executed and filed to comply with Section 66499 et sec . of the California Government Code as security for payment to contractors, subcontractors, and persons furnishing labor, materials, or equipment for construction of the Public Improvements or performance of the Improvement Agreement. It is hereby expressly stipulated and agreed that this bond shall inure to the benefit of any and all persons, companies, and corporations entitled to file claims under Title 15 (commencing with Section 3082) of Part 4 of Division 3 of the California Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this bond. Surety, for value received; hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Improvement Agreement, or to any plans, profiles, and specifications related thereto, or to the Public Improvements to be constructed thereunder, shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration, or addition. ORANGEVY MARTTNEZL3457. 14 5 Payment Bond No. PB03010401554 Page Three (3) IN WITNESS VdIIEREOF, the seal and signature of the Principal is hereto affixed, and the corporate seal and the name of the Surety is hereto affixed and attested by its duly authorized Attorney -in -Fact at Irvine. California- this l Oth day of Sepgmber, 2014. Rosedale Land Partners IhLLC Principal lam'. C.D&- 905-- -t X Wovh.,. -+ Bv: ^C�'v Dom►+ i s.. 40'E3Ito nb,J (print name) Trmt name} NOTE: APPROPRIATE NOTARIAL ACKNOWLEDGMENTS OF EXECUTION BY PRINCIPAL AND SURETY, AND A COPY OF THE POWER OF ATTORNEY TO LOCAL REPRESENTATIVES OF THE BONDING COMPANY MUST BE ATTACHED TO THIS BOND. ORANGEW MARTDNEZ\33457. 15 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 State of California County of K3' e_t V lxiE On g&,R b AZ Ly before me, P"1440 44&� "j ALP/,P� Date r )Name and Title of the Officer personally appeared �/a �cJ L r��,o kjo ! Name(s) of Signer(s) M PATRICIA ALEXIS HANSON Commission # 2063319 em Notary Public - California z Orange County My Comm. Expires is ay 2. 2018 Place Notary Seal Above who proved to me on the basis of satisfactory evidence to be the person^ whose narne[s.)' is/are subscribed to the within instrument and acknowledged to me that he/&hef�ey executed the same in his/har44eir authorized capacity(.", and that by his/het4heir signature[s}' on the instrument the persorJK, or the entity upon behalf of which the person 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. WITNESS my hand and official seal. Signature: Signature of Notary Public OPTIONAL — - —, Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: []Corporate Officer — Title(s): -.... _ ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Signer's Name: ❑ Corporate Officer — Title(s): _..__..._.. ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: dri _ i'r . •e. a�gev. .vim_ rig c ss-q•ri:. -eigH�-ev •e ,vs•y� •r e -a; -i- : h •: zs�.v •2i5ti+s' .� . • • • • • • • • i 1 1 i i • • i of wil CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of Caiifornia County of Orange On � �' ZD14 before me, Michelle Haase,Nacat� Public DaK =Public Name and ToUe of ilio Ofhror personally appeared Janina Monroe MICHELLE HAASE ,r a ;y__r:. Commission i 1986148 "C'r z � Notary Public -California Orange County MY COMM Ex iris A 9 22, 2016 ~ Namels) of who proved to me on the basis of satisfactory evidence to be the personK whose name% is/�& subscribed to the within instrument and acknowledged to me that W/shafflW executed the same in t�VherA)Wr authorized capacity(X), and that by */her/N it signature(% on the instrument the person(, or the entity upon behalf of which the personW acted, executed the instrument. 1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature Place Notary seal Above Slpnalure of Notary Pttt1lie OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity{ies) Claimed by Signer(s) Signer's Name: ❑ individual ❑ Corporate Officer —Title(s): — ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: T?IGHT3iilf IJ�FR3PrT DF�IGNER lop ot thumb here Number of Pages: Signers Name: ❑ Individual ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator J Other: Signer Is Representing: s Top of thumb here 02007 National Notary Assocmton- 9350 De Soto Ave_, P.C. Box 2402 •Chatsavrth, CA 91 313-24G2 - vwvw.NationalNokary.ore Item 415907 Reorder: Cali Toll -Rae 1-BOP-B76.b=( 1578 w PHILADELPHIA INDEMNITY INSURANCE COMPANY 231 St. Asaph's Rd., Suite 100 Bala Cynwyd, PA 19004-0950 Power of Attorney KNOW ALL PERSONS BY THESE PRESENTS: that PHILADELPHIA INDEMNITY INSURANCE COMPANY (the Company), a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, does hereby constitute and appoint: JANINA MONROE, THOMAS G. MCCALL, TIMOTHY J. NOONAN AND MICHELLE HAASE OF LOCKTON COMPANIES, LLC Its true and lawful Attomey(s) in fact with full authority to execute on its behalf bonds, undertakings, recognizances and other contracts of indemnity and writings obligatory in the nature thereof, issued in the course of its business and to bind the Company thereby, in an amount not to exceed 525,000,000.0 This Power of Attorney is granted and is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of PHILADELPHIA INDEMNITY INSURANCE COMPANY at a meeting duly called the I' day of July, 2011. RESOLVED: That the Board of Directors hereby authorizes the President or any Vice President of the Company to: (1) Appoint Attorney(s) in Fact and authorize the Attorney(s) in Fact to execute on behalf of the Company bonds and undertakings, contracts of indemnity and other writings obligatory in the nature thereof and to attach the seal of the Company thereto; and (2) to remove, at any time, any such Attorney -in -Fact and revoke the authority given. And, be it FURTHER RESOLVED: That the signatures of such officers and the seal of the Company may be affixed to any such Power of Attorney or certificate relating thereto by facsimile, and any such Power of Attorney so executed and certified by facsimile signatures and facsimile seal shall be valid and biding upon the Company in the future with the respect to any bond or undertaking to which it is attached. IN TESTIMONY WHEREOF, PHILADELPHIA INDEMNITY INSURANCE COMPANY HAS CAUSED THIS INSTRUMENT TO BE SIGNED AND ITS CORPORATE SEALTO BE AFFIXED BY ITS AUTHORIZED OFFICE THIS 7TH DAY OF FEBRUARY 2013. • rN,.Nw wi.y. ;cif 't � .7�` • . (Seal) Robert D. O'Leary Jr., President & CEO Philadelphia Indemnity Insurance Company On this 7°i day of February 2013, before me came the individual who executed the preceding instrument, to me personally known, and being by me duly sworn said that he is the therein described and authorized officer of the PHILADELPHIA INDEMNITY INSURANCE COMPANY; that the seal affixed to said instrument is the Corporate seal of said Company; that the said Corporate Seal and his signature were duly affixed. pEMMLV NOTARiALSEAL DAWII:LLE FORATH, Notn PUAC L411sf 111etiosf Tw ., Nktnfsamery ODu Com�sion Mardi 22.2Uf Notary Public: residing at: (Notary Seal) My commission expires: Bala Cynwyd_ PA March 22. 2016 1, Craig P. Keller, Executive Vice President, Chief Financial Officer and Secretary of PHILADELPHIA INDEMNITY INSURANCE COMPANY, do herby certify that the foregoing resolution of the Board of Directors and this Power of Attorney issued pursuant thereto are true and correct and are still in full force and effect I do further certify that Robert D. O'Leary Jr., who executed the Power of Attomey as President, was on the date of execution of the attached Power of Attorney the duly elected President of PHILADELPHIA INDEMNITY INSURANCE COMPANY, S fig In Testimony Whereof I have subscribed my name and affixed the facsimile seal of each Company this day of vEP 2U . 20 ............. .'•'G's..V!... rt's�'4 r CraiOO P. Keller, Executive Vice President, Chief Financial Officer & Secretary si :Yi:l , •,G �R 'J 7 'j `��• gr ; PHILADELPHIA INDEMNITY INSURANCE COMPANY ,.......NN•r'•` Bond No. PB03010401555 Premium $100 / Two 2 Years MONUMENT BOND KNOW ALL MEN BY THESE PRESENTS: That Rosedale Land Partners II, LLC, Subdivider, as Principal, and Philadelphia Indemnity Insurance Company, a Corporation, as Surety, are hereby jointly and severally bound to pay to the _City of Azusa.. California in the sum of Five Thousand and no/100 Dollars ($5.000.00). The condition of this obligation is that whereas the Subdivider, as a condition of the filing of the final subdivision map of City of Azusa Tract No. 54057-06, entered into an agreement with said City, to set Survey Monuments in said tract and to pay the engineer or surveyor performing the work, in full within 30 days after completion. NOW, THEREFORE, if the Subdivider shall well and truly perform said agreement during the original term thereof or any extension of said term that may be granted by the Council of the City of Azusa, with or without notice to the Surety, this obligation shall be void, otherwise it shall remain in full force and effect. As a part of the obligation secured hereby and in addition to the face amount specified therefore, there shall be included costs and reasonable expenses and fees, including reasonable attorney's fees, incurred by City in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered. The Surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the agreement or to the work to be performed thereunder or the specifications accompanying the same shall in anywise affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the agreement or to the work or to the specifications. SIGNED and SEALED this 10th day of September, 2014. Rosedale Land Partners II, LLC �: �� R�eat� �✓.e�sF�«c�-� BY: b&LA::_-e _ POP CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 State of California County of � Imo% On,K�2 11� �f before me, t, (k 4,.5 Date Name and Title of the Officer personally appeared �Ar��ILJL n�E�dr�J _ Name(s) of Signer(s) PATRICIA ALEXIS HANSON Commission # 2063319 =.: Notary Public - California Z x Orange County My comm. Expires May 2.2018, .r Wiz. V 2 v . who proved to me on the basis of satisfactory evidence to be the person_° whose name,X is/eye-- subscribed to the within instrument and acknowledged to me that he/s4ei aey executed the same in his/herfthieir authorized capacity(4e�; and that by his/hei;4heir signature)` on the instrument the personts)' or the entity upon behalf of which the personXacted, 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. WITNESS myI nd and official seal. Place Notary Seal Above Signature: . Signature of Notary Public OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Signer's Name: ❑ Corporate Officer — Title(s): _ _......_ ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: _. Signer Is Representing: G:` Lsi+r:� re:�'G"+'�{• i 'Ny`s/ a�y�y "+r t .�� -r �{-r�G •.v '� ar{-a�3" b'{'</,� • ar � -� rr 'a� - 2013•nal Notary Association www.NationalNotary.org ill "-800-876-6827)91 0 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of Oran2,e On CP 1 0 2DI4.— before me; Michelle Haase. Notary Public Date ' Hnft Insets Name and TMe of me Uff.Dy personally appeared Janina Monroe Names) of Signeris) MICHELLE HAASE Commission # 1986148 aI Notary Public - California a Orange County My Comm. Eres Aug22, 2416 x a who proved to me on the basis of satisfactory evidence to be the personN whose name% is/All subscribed to the within instrument and acknowledged to me that M/sheltv,%v executed the same in t(iWher/t)P authorized capacity(iM), and that by */her/% it signature( on the instrument the personX, or the entity upon behalf of which the person(o acted, executed the instrument. 1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature Place Notary Seal Above ' t"uea of Notary Pulok OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ individual ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General Ci Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing rf Ic+IrTtiu; rrB�R I NT OF SIGNER Number of Pages: Signer's Name: ❑ individual ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General D Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other. Signer Is Representing: Top of thumb here 02D07 NaBonal Notary Association- 9350 De Soto Ave., P.O- Box 2402 -Chatsworth, CA 91313-2402- www.Nabonafttaryorg Item #5907 Reorder. CEO Toll -Free 1 00-576-6627 PHILADELPHIA INDEMNITY INSURANCE COMPANY 231 St. Asaph's Rd., Suite 100 Bala Cynwyd, PA 19004-0950 Power of Attorney KNOW ALL PERSONS BY THESE PRESENTS: that PHILADELPHIA INDEMNITY INSURANCE COMPANY (the Company), a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, does hereby constitute and appoint: JANINA MONROE, THOMAS G. MCCALL, TIMOTHY J. NOONAN AND MICHELLE HAASE OF LOCKTON COMPANIES, LLC Its true and lawful Attorney(s) in fact with full authority to execute on its behalf bonds, undertakings, recognizances and other contracts of indenmity and writings obligatory in the nature thereof, issued in the course of its business and to bind the Company thereby, in an amount not to exceed $25,000,000.0 This Power of Attorney is granted and is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of PHILADELPHIA INDEMNITY INSURANCE COMPANY at a meeting duly called the I" day of July, 2011. RESOLVED: That the Board of Directors hereby authorizes the President or any Vice President of the Company to: (1) Appoint Attomey(s) in Fact and authorize the Attorney(s) in Fact to execute on behalf of the Company bonds and undertakings, contracts of indemnity and other writings obligatory in the nature thereof and to attach the seal of the Company thereto; and (2) to remove, at any time, any such Attorney -in -Fact and revoke the authority given. And, be it FURTHER RESOLVED: That the signatures of such officers and the seal of the Company may be affixed to any such Power of Attorney or certificate relating thereto by facsimile, and any such Power of Attorney so executed and certified by facsimile signatures and facsimile seal shall be valid and biding upon the Company in the future with the respect to any bond or undertaking to which it is attached, IN TESTIMONY WHEREOF, PHILADELPHIA INDEMNITY INSURANCE COMPANY HAS CAUSED THIS INSTRUMENT TO BE SIGNED AND ITS CORPORATE SEALTO BE AFFIXED BY ITS AUTHORIZED OFFICE THIS 7"' DAY OF FEBRUARY 2013. (Seal) Robert D. O'Leary Jr„ President & CEO Philadelphia Indemnity Insurance Company On this 7" day of February 2013, before me came the individual who executed the preceding instrument, to me personally known, and being by me duly sworn said that he is the therein described and authorized officer of the PHILADELPHIA INDEMNITY INSURANCE COMPANY; that the seal affixed to said instrument is the Corporate seal of said Company; that the said Corporate Seal and his signature were duly affixed. Cont wEnt. v�.�wsriw NOTARIAr1. SEAL. OAKILEPORATH, NolatyPuhlc Lower IJerim7w -, MunCbu�ty Cnmmiasloa trtarrh 22. 201$ Notary Public: residing at: (Notary Seal) My commission expires: Ak/�& a,— Bala Cynwyd- PA I, Craig P. Keller, Executive Vice President, Chief Financial Officer and Secretary of PHILADELPHIA INDEMNITY INSURANCE COMPANY, do herby certify that the foregoing resolution of the Board of Directors and this Power ofAttorney issued pursuant thereto are true and correct and are still in full force and effect. I do further certify that Robert D. O'Leary Jr., who executed the Power of Attomey as President, was on the date of execution of the attached Power of Attomey the duly elected President ofPHILADELPHIA INDEMNITY INSURANCE COMPANY, SEP 1 a 2014 In Testimony Whereof I have subscribed my name and affixed the facsimile seal of each Company this day of 20 r� Craig P. Keller, Executive Vice President, Chief Financial Officer & Secretary is PHILADELPHIA INDEMNITY INSURANCE COMPANY t rTs �'•s�4.7y r�z ml 411VF a iskiUSINE AGENDA REGULAR MEETING OF THE CITY COUNCIL, THE SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY AND THE PUBLIC FINANCING AUTHORITY OF THE CITY OF AZUSA AZUSA AUDITORIUM MONDAY,DECEMBER 1, 2014 213 EAST FOOTHILL BOULEVARD 6:30 Closed Session 7:30 P.M. Regular Meeting AZUSA CITY COUNCIL JOSEPH R.ROCHA MAYOR EDWARD J.ALVAREZ ANGEL CARRILLO COUNCILMEMBER COUNCILMEMBER URIEL E. MACIAS ROBERT GONZALE S COUNCILMEMBER MAYOR PRO-TEM 6:30 P.M. 1. Call to Order 2. Roll Call CEREMONIAL 1. Presentation of Proclamation to Ms. Laura Laventhal, Program Coordinator, Host Town, Special Olympics World Games,welcoming the athletes and coaches to Azusa. 12/01/2014 - 1 - CLOSED SESSION NOTICE TO THE PUBLIC FOR CLOSED SESSION Prior to going into closed session the City Council will convene in the Auditorium serving as Council Chambers to take public comment on the closed session items only. General public comment will be provided for during the regular portion of the meeting beginning at 7:30 P.M 1. CONFERENCE WITH LABOR NEGOTIATOR Pursuant to California Government Code, Section 54957.6. City Negotiator: Theresa St. Peter, Interim Human Resources Director Organizations: ACEA (Azusa City Employee Association), CAPP (Civilian Association of Police Personnel), AMMA (Azusa Middle Management Association) and Executive Management Employees. 2. CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION - Pursuant to California Government Code, Section 54956.9(d)(2). 1 Potential Case. 3. PUBLIC EMPLOYEE APPOINTMENT Pursuant to California Government Code, Section 54957. Title: City Manager. 4. CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION - Pursuant to California Government Code Section 54956.9(d)(1). Case Name: Bryan Delgado vs. City of Azusa, et al. Case No: BC538517, Los Angeles Superior Court NOTICE TO THE PUBLIC FOR REGULAR MEETING In compliance with Government code Section 54957.5, copies of staff reports or other written documentation relating to each item of business referred to on the Agenda are in file on the Office of the City Clerk-213 E. Foothill Blvd.; copies for public view are in the Azusa City Library- 729 N. Dalton Ave., Azusa Police Department Lobby - 725 N. Alameda Ave., and the City of Azusa Web Page www.ci.azusa.ca.us. Persons, who wish to speak during the Public Participation portion of the Agenda or on a Public Hearing item, shall fill out a card requesting to speak and shall submit it to the City Clerk prior to the start of the City Council meeting. Cards submitted after 7:30 P.M. will not be accepted. 7:30 P.M. - REGULAR MEETING OF THE CITY COUNCIL THE SUCCESSOR AGENCY AND THE PUBLIC FINANCING AUTHORITY. 1. Call to Order 2. Roll Call 3. Pledge to the Flag 4. Invocation—Bishop Jim Strong, the Church of Jesus Christ of Latter-Cay Saints. 12/01/2014 -2 - A. PUBLIC PARTICIPATION This time has been set aside for persons in the audience to make public comments on items within the subject matter jurisdiction of the council/agency board that are not listed on this agenda or are listed on this agenda as an item other than a public hearing item. Members of the audience will have the opportunity to address the city council/agency board about public hearing items at the time the public hearing is held. Under the provisions of the Brown Act, the council/agency board is prohibited from taking action on oral requests, but may refer the matter to staff or to a subsequent meeting. The council/agency board will respond after public comment has been received. Each person or representative of a group shall be allowed to speak without interruption for up to five (5) continuous minutes, subject to compliance with applicable meeting rules. Questions to the speaker or responses to the speaker's questions or comments shall be handled after the speaker has completed his/her comments. Public Participation will be limited to sixty (60) minutes. B. REPORTS,UPDATES,AND ANNOUNCEMENTS FROM STAFF/COUNCIL 1. Mayor Pro-tern Gonzales: Request for proclamations for Police Captain John Momot and Senior Officer Eric Sanchez, on their upcoming retirement from the City; the proclamation will be presented upon their retirement. 2. Mayor Rocha: Request to sponsor 2 Azusa High School Singer students, $100.00 each, to purchase uniforms. C. SCHEDULED ITEMS 1. APPOINTMENT OF RETIREE TO TEMPORARILY FILL A CRITICAL POSITION FOR THE CITY OF AZUSA. RECOMMENDED ACTION: Appoint Debbie Mortensen, January 13, 2015, as a temporary part-time Human Resources Technician and certify that the appointment is necessary to fill a critical position for the City of Azusa in compliance with state-wide pension reform laws (AB 340). D. CONSENT CALENDAR The Consent Calendar adopting the printed recommended actions will be enacted with one vote. If Councilmembers or Staff wishes to address any item on the Consent Calendar individually, it will be considered under SPECIAL CALL ITEMS. 1. MINUTES OF THE REGULAR MEETING OF NOVEMBER 17, 2014. RECOMMENDED ACTION: Approve minutes as written. 12/01/2014 - 3 - 2. RESOLUTION AUTHORIZING PAYMENT OF WARRANTS BY THE CITY. RECOMMENDED ACTION: Adopt Resolution No. 14-C83 allowing certain claims and demands and specifying the funds out of which the same are to be paid. 3. BID AWARD AND PURCHASE OF A NEW ZACATECAS PARK RESTROOM FACILITY UNDER THE NATIONAL JOINT POWERS ALLIANCE (NJPA). RECOMMENDED ACTION: Approve the bid award and purchase of a pre-fabricated and off site constructed restroom facility from CTX Inc., an L.B. Foster Company, in the amount of $169,735.55. Based on the competitive bid process completed under the NJPA (National Joint Powers Alliance) (City of Azusa Contract #339911), the purchase is authorized under AMC Section 2-522(c), where the competitive bid process has already been completed. 4. INAUGURAL FACILITY USE AGREEMENT WITH AZUSA LITTLE LEAGUE SOFTBALL. RECOMMENDED ACTION: Approve the agreement between the City of Azusa and Azusa Little League Softball. 5. FINAL TRACT MAPS NO. 54057-05 AND 54057-06, ROSEDALE. RECOMMENDED ACTIONS: The City Council act and find as follows: That this project complies with the General Plan and is consistent with the approved tentative map and any amendments thereto; approve and authorize the Interim City Manager to execute the Agreements for Completion of Public Improvements for Tracts No. 54057-05 and 54057-06 to construct the required public improvements and also accept the Faithful Performance Bonds in the amounts of$355,000 and $162,000, and the Labor and Materials Bonds for $355,000 and $162,000 as guaranteed by Philadelphia Indemnity Insurance Company; accept the Monument Bonds of$10,000 and$5,000 to ensure the installation of the monuments for the projects; acknowledge the information contained on sheet 7 of the map for Tract 54057-05 and on sheet 4 of the map for Tract 54057-06 showing the locations of geologic fault building setback lines to protect structures from potential seismic events; approve the subject maps and accept the Offers of dedication shown on said maps; pursuant to Section 66436(a)(3)(A)(i-vii) of the Subdivision Map Act, find that the development of the property, in the manner set forth on the subject division of land, will not unreasonably interfere with the free and complete exercise of the easements held by Azusa Water Development and Irrigation Company, Monrovia Nursery Co., and Southern California Gas Company and accept the maps without the signatures of said easement holders; approve Final Tract Maps No. 54057-05 and 54057-06, and authorize the City Clerk to endorse on the face of the maps the certificates,which embody the approval of said maps and acceptance of grants and dedications. 12/01/2014 -4 - E. SUCCESSOR AGENCY RELATED BUSINESS. 1. RESOLUTION AUTHORIZING PAYMENT OF WARRANTS BY THE SUCCESSOR AGENCY. RECOMMENDED ACTION: Adopt Resolution No. 14-R19. F. AZUSA PUBLIC FINANCING AUTHORITY 1. No Items. H. ADJOURNMENT UPCOMING MEETINGS: December 15, 2014, 6:30 p.m. Ceremonial/Closed Session, 7:30 p.m. Regular Meeting; January 5, 2015, 6:30 p.m. Ceremonial/Closed Session, 7:30 p.m. Regular Meeting; January 20, 2015, (Tuesday) 6:30 p.m. Ceremonial/Closed Session, 7:30 p.m. Regular Meeting. In compliance with the Americans with Disabilities Act, if you need special assistance to participate in a city meeting,please contact the City Clerk at 626-812-5229. Notification three (3) working days prior to the meeting when special services are needed will assist staff in assuring that reasonable arrangements can be made to provide access to the meeting. 12/01/2014 - 5 - car _ 4 5� ZuS DECLARATION OF POSTING CITY COUNCIL, SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY, AND PUBLIC FINANCING AUTHORITY AGENDA I, (?),r�l l/Vict ` ' declare that: I am an employee of the City of Azusa. On N.Dierhlocr gtp, 19 I posted copies of the Agenda, as stated above for the meeting of a,vyk(.er � oI L ( , in the City Clerk's Office, 213 E. Foothill Blvd.; the lobby of the Police Department, 725 N. Alameda Ave.; the Civic Auditorium, 213 E. Foothill Blvd.; the City Library, 729 N. Dalton Ave.; and the and the City's Web Page www.ci.azusa.ca.us. A true, correct and complete copy of the agenda which I posted is attached hereto. I completed posting of the agendas as described in Paragraph two, at '•I`7 p on the date of posting. Access to the agenda posted in the lobby of the Police Department and the Azusa City Library reference desk is available to members of the public during their normal business hours. The foregoing is within my personal knowledge and if called as a witness in a court of law, I could testify competently thereto. I declare under penalty of perjury that the forgoing is true and correct. EXECUTED N \P.M 1- .Lo, O a , at Azusa, California. STA F MEMBER CITY CLERK'S OFFI CITY OF AZUSA 40F 42:w 0 1110*••' —' ;* AZUSA DECLARATION OF POSTING CITY COUNCIL, SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY, AND PUBLIC FINANCING AUTHORITY AGENDA I, P y' ', }U b W i- declare that: I am an employee of the City of Azusa. t n ' `.1,- Iposted copies of the Agenda, as stated above for On S�i��.�y�r�J�.'1.�,Y �l� � '����, p� g the meeting of ('L'1 yV�'N,1, ILO 14 , in the City Clerk's Office, 213 E. Foothill Blvd.; the lobby of the Police Department, 725 N. Alameda Ave.; the Civic Auditorium, 213 E. Foothill Blvd.; the City Library, 729 N. Dalton Ave.; and the and the City's Web Page www.ci.azusa.ca.us. A true, correct and complete copy of the agenda which I posted is attached hereto. I completed posting of the agendas as described in Paragraph two, at 1 I G ��x N\, on the date of posting. Access to the agenda posted in the lobby of the Police Department and the Azusa City Library reference desk is available to members of the public during their normal business hours. The foregoing is within my personal knowledge and if called as a witness in a court of law, I could testify competently thereto. I declare under penalty of perjury that the forgoing is true and correct. EXECUTED P%v-t1/110 r vc, , '?(!i 4" , at Azusa, California. I\ STAFF MEMS R � CITY CLERK'S OFFICE CITY OF AZUSA • APPROVED COUNCIL MEETING, 12_1 I , - 'AZUSA SCHEDULED ITEM C-1 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: THERESA ST. PETER, INTERIM DIRECTOR OF HUMAN RESOURCES AND RISK MANAGEMENT VIA: DONALD PENMAN, INTERIM CITY MANAGER DATE: DECEMBER 1, 2014 SUBJECT: APPOINTMENT OF RETIREE TO TEMPORARILY FILL A CRITICAL POSITION FOR THE CITY OF AZUSA RECOMMENDATION Appoint Debbie Mortensen, January 13, 2015, as a temporary part-time Human Resources Technician and certify that the appointment is necessary to fill a critical position for the City of Azusa in compliance with state-wide pension reform laws (AB 340). BACKGROUND The Public Employees Pension Reform Act (PEPRA) makes substantial and wide-ranging changes to the public employee pension laws in California. One of those changes requires retired persons to sit out for at least 180 days before returning to work for an employer in the same retirement system from which they receive a retirement allowance [Govt. Code Sect. 7522.56 (f)]. An exception can be made if the governing body certifies that the nature of the employment and that the appointment is necessary to fill a critically needed position and the 180 days has not yet passed. This also requires governing body approval in a properly noticed public meeting and cannot be placed on a consent calendar [Govt. Code Sect.7522.56 (f)(1)]. This measure also provides that a retiree that accepted a retirement incentive (e.g., Golden Handshake or cash incentive) upon retirement must sit out the 180 days and the exception cannot be used [Govt. Code Sect. 7522.56 (g)]. In order for the Human Resources & Risk Management Department to keep various departmental activities moving forward it is critical that they re-employ Debbie Mortensen as a Human Resources Technician. This temporary part-time special assignment will allow the Department to hire a Director Page 1 of 2 • • and then have this Director hire the person to fill Ms. Mortensen's position going forward. Ms. Mortensen will then provide training to the new Human Resources Technician for a period of four to six weeks. Ms. Mortensen will work no more that twenty-eight hours per week throughout this temporary appointment. Ms. Mortensen is of normal retirement age and will retire from the city on December 30, 2014. She did not accept a retirement incentive and is therefore eligible for this exception. It is expected that this position will be needed for no more than six months. FISCAL IMPACT No fiscal impact is expected as the Department will experience salary during this temporary part-time appointment of Ms. Mortensen. Page 2 of 2