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HomeMy WebLinkAboutAgenda Packet - July 15, 2013 - CCAPPROVED COUNCIL MEETING Data. � ! / S 19-p 13 CONSENT ITEM D-3 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: TITO HAES, DIRECTOR OF PUBLIC WORKS/ASSISTANT CITY MANAGER VIA: JAMES MAKSHANOFF, CITY MANAGER DATE: JULY 15, 2013 SUBJECT: FINAL TRACT MAP 54057-12 RECOMMENDED ACTION It is recommended that the City Council acts and finds 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 City Manager to execute the attached AGREEMENT FOR COMPLETION OF PUBLIC IMPROVEMENTS for Tract No. 54057-12 to construct the required public improvements and also accept the attached Faithful Performance Bond in the amount of $64,700, the attached Labor and Materials Bond for $64,700, as guaranteed by Philadelphia Indemnity Insurance Company, and cash Monument Bond in the amount of $6,000. 3. 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 Land and Water Company, Starfield Azusa Heritage Oaks LLC, Southern California Edison Company, Monrovia Nursery Company, and Rosedale Land Partners II LLC, and accepts the map without the signatures of said easement holders. 4. This project will not violate any of the provisions of Sections 66473.5, 66474.1, and 66474.6 of the Subdivision Map Act. 5. Approve Final Tract Map No. 54057-12 and accept the offers of dedication shown on said Map. 6. The City Clerk is hereby authorized to endorse on the face of the map the certificates, which embodies the approval of said maps and acceptance of dedications. BACKGROUND This Final Map involves the approval of the final subdivision map designated 54057-12, located in the easterly portion of the project area. The Design Review for this subdivision, known as Avenswood, was approved by the Planning Commission on February 27, 2013. Avenswood will feature detached single family homes ranging from 2,600 sq. ft. to over 3,000 sq. ft. The developer is TRI Pointe Homes, Inc., a Delaware Corporation, and the Civil Engineer is RBF Consulting. Approval of Final Tract Map No. 54057-12, Rosedale City Council Meeting of July 15, 2013 The designated City Engineer has completed final checking procedures for the final map and has found that it is in substantial conformance with the State Subdivision Map Act, City of Azusa requirements, Vesting Tentative Map 54057, Tentative Map 62150, and related conditions of approval. The Applicant has submitted the checked Final Map, the subdivision agreement, posted necessary bonds, and paid the applicable fees. Attached is an agreement for COMPLETION OF PUBLIC IMPROVEMENTS for Tract No. 54057-12 to construct the required public improvements, as well as a Faithful Performance Bond in the amount of $64,700, and Labor and Materials Bond in the amount of $64,700 as guaranteed by Philadelphia Indemnity Insurance Company. A cash monument bond in the amounts of $6,000 has also been posted. The street improvements have largely been constructed, with Macneil Dr. being part of the backbone system. The right of way has already been dedicated to the City, but the improvements have not been accepted yet. 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 approved as part of the original Rosedale entitlements in 2003. Approval of Final Tract Map No. 54057-12, Rosedale 2 City Council Meeting of July 15, 2013 - This page is part of your document - DO NOT DISCARD - 20131229907 ISI II IIIII IIIII IIIII IIIII IIIII IIIII IIIII II II IIIII II II IIII III Recorded/Filed in Official Records Recorder's Office, Los Angeles County, California 08/21/13 AT 12:02PM FEES: TARES: OTHER: PAID: 1111111111111111111111111111111111111111111111111111111111111111111111 LEADSHEET 11111111111111111111111111111111111111111111111111111111111 201308211280091 00008178809 19pIIII1�IRN11Mll11 005710758 SEQ: 01 DAR - Mail (Hard Copy) THIS FORM IS NOT TO BE DUPLICATED E244206 103e4s: 0.00 0.00 0.00 0.00 � IIIIII1„„EaE`°,wa�ouo 11111111111111111111111111*20131229907* Jeffrey Lawrence Cornejo City Clerk City of Azusa 213 E. Foothill Blvd. Azusa, CA 91702 SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE TITLES) Agreement for Completion of Public Improvements Tract No. 54057-12, between City of Azusa and TRI Ponte Homes, Inc. RECORDING REQUESTED BY: VaIEN RECORDED RETURN TO; CITY OF AZUSA 213 E. Foothill Blvd Azusa CA 91702 ATTN: 0-jark's SPACE ABOVE THIS LINE FOR RECORDER'S USE Exempt from recording fee. per Government Code Section 6103 CITY OF AZUSA, CALIFORNIA AGREEMENT FOR COMPLETION OF PUBLIC IMPROVEMENTS TRACT NO. 54057-12 between CITY OF AZUSA a California municipal corporation and TRI POINTE HOMES, INC. a Delaware Corporation ORANGEWMARTINEZ03457.1 if] AGREEMENT FOR COMPLETION OF PUBLIC IMPROVEMENTS TRACT MAP NO. 054057-12 I. PARTIES AND DATE. This Agreement for the Completion of Public Improvements ("Agreement") is entered into as of this 15th day of July, 2013 by and between the City of Azusa, a California municipal corporation ("City") and TRI Pointe Homes, Inc., a Delaware Corporation with its principal office located at 19520 Jamboree Rd., Suite 200, Irvine, California 92612 ("Developer"). City and Developer are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties." IL 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 as Tract Map No. 54057-12. B. Developer's application for a tentative tract map for Tract No. 54057-12 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 the applicable provisions of the City of Azusa Municipal Code, the Subdivision Map Act (Government Code sections 66410 et seq.) ("Map Act"), the conditions of approval for Tract No. 54057-12, 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) of the City's Municipal Code 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. 54057-12. 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. 54057-12. III. TERMS. 1.0 Effectiveness. This Agreement shall not be effective unless and until all four 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. 54057-12 and (d) Developer records the final map for Tract No. 54057-12 in the Recorder's Office of the County of Los Angeles. If the above ORANGE\MMARTINEZ\3 3457.1 2 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 Tract No. 54057-12. 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 Tract No. 54057-12, 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- 12 ("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-aapprovaI 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 Ouality of Work,• Com liance 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 ORANGE\MMARTINEZ\33457. 13 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. 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. ORANGE\MMARTINEZ\33457. 14 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. 54057-12. 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 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 Grading. 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- 12 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 sem. 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. 54057-12 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 ORANGE\MMARTINEZ\33457. 15 A any impact or connection fees established by City ordinance, resolution, regulation, or policy, or as established by City relative to Tract No. 54057-12. 8.0 Cily Inspection of Public Itn rovements. 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. 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. ORANGE\MMARTINEZ\33457. 16 ki 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, 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. 54057-12 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 ORANGE\MMARTINEZ\33457. 17 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. Developer's compliance with this provision (Section 13.0 et seg.) 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 Sixty Four Thousand Seven Hundred Dollars ($64,700), 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. 54057-12, 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 Tract No. 54057-12. 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 Sixty Four Thousand Seven Hundred Dollars ($64,700), 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 ORANGE\MMARTINEZ\33457. 18 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 Incorporation 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. 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. 54057-12 in compliance with the applicable provisions of City's Municipal and/or Development Code ("Subdivision Monuments"), Developer shall deposit cash with City in the amount of Six Thousand Dollars ($6,000), 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 cash 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. 54057-12. 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 seq. 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 attempt 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 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, attorneys fees, and related costs or expenses, and the reimbursement of City, its elected officials, officers; employees, and/or agents for all legal expenses and costs incurred by each of them. 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 Agency as determined by a court or administrative body of competent jurisdiction. Developer's obligation to indemnify shall survive the expiration or ORANGE\MMARTINEZ\33457. 19 termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by City, its elected officials, officers, employees, or agents. 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. 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 Liability. 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. ORANGE\MMARTINEZ\33457. 110 1� 17.4 PrimM 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 Certif cates, 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 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 hnsurer 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 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 Parties. The Parties hereby mutually agree that neither this Agreement, any map related to Tract No. 54057-12, 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. ORANGE\MMARTINEZ\33457, 11 1 1A 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, 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. 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 TRI Pointe Homes, INC P.O. Box 1395 19520 Jamboree Road, Suite 200 213 E. Foothill Blvd. Irvine CA 92612 Attn: City Mana er Attn: Tom Grable 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 Assigurnent_ 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. ORANGEWMARTINEZ03457. ] 12 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 Invalidi • Severabilily. 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. 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 Counterparts. This Agreement may be executed in counterpart originals, which taken together, shall constitute one and the same instrument. ORANGE\MMARTINEZ\33457. 113 CITY OF AZUSA (signature) O-V%t W- ams ka.-vLo4A (print n e) anag�d2yy of Azusa ATTEST: By:9�1 signature) of (print name) City Clerk City of Azusa TRI POINTE HOMES, INC By: Thomas J. Mitchell President By:� Thomas G. Grable Vice President 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\MMARTINEZ\33457. 114 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1989 State of California County of Las 1,s .. On oZ5�13 before me, J_y - i�e_rn& �.�cQe -2- , Date Here Insert Name and Title of the Officer personally appeared �GLLt�t �5 �1�. �_-{_6_i.KSk6LP10 e(= Name(4of Signer(s) J. v HERNANDEZ Ce MWIlision #t 1998874 z a . w IMWV public - Clllifofnia D Z 'N Lmt "eles County IQ Nov 22, 2[)1Fs who proved to me on the basis of satisfactory evidence to be the person(s) whose name(sl is/aye subscribed to the within instrument and acknowledged to me that he/slI%A4ey executed the same in his/heitltl4& authorized capacity(4ea), and that by his/hef/#* signatures) on the instrument the person(s), or the entity upon behalf of which the personal 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: Place Notary Seal Above OPTIONAL Signature of Notary Public 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: Number of Pages:.... Signer(s) Other Than Named Above' ... Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ Individual ❑ Partner — ❑ Limited ❑ General Top of thumb here ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Signer's Name: _ ... ❑ Corporate Officer — Title(s): ❑ Individual ❑ Partner — ❑ Limited ❑ General Top of thumb here ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: © 2010 National Notary Association - NationalNotary,org • 1 -800 -US NOTARY (1-800-876-6627) Item #5907 \16 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 State of California County of V i Gt On 1 b before me, r Dafe yy Here Insert Name nd TN of the Orfbcer personally appeared �U h�/ti_ J �q� I ,-L , '� 6 (� fl 33 Name(s) of Signer(s) J. WARD Commission # 1973102 wi Notary Public - California zZ Orange County r My Comm. Expires Mar 24, 2015 who proved to me on the basis of satisfactory evidence to be the perso (s) whose name sy�are subscribed to the within instrument and acknowledged to me that heAshellhey executea the same in hisfftitheir authorized capacity )es)� and that by hislfltY7their signatures) on the instrument the person's}, or the entify upon behalf of which the persons}I 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 andofficialseal. Signature: Place Notary Seal Above Signature of Notary Public 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: ❑ Corporate Officer — Title(s): ❑ Individual ❑ Partner — ❑ Limited ❑ General Top of thumb here ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Number of Pages: Signer's Name: ❑ Corporate Officer — Title(s): - ❑ Individual ❑ Partner — ❑ Limited ❑ General Top of thumb here ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: . V 2010 National Notary Association • NationalNotary.org • 1 -800 -US NOTARY (1-800-676-6827) Item #5907 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY TRACT NO. 54057-12 ORANGE\MMARTINEZ\33457. 116 jI warexar I 1 =a o--ar m I N0 V , O 0 N I ANO V N mmN N N a N � m 1 o� n ` F CO 0 � C7Z� C oo z -- - m ,o D 0 dmzo �c IN) 0 o a �z o _ TI 0 _, r � w -/ T ►//���J _ b vC� m N� T ' o x z o Z o O m o c m - cn I Z a 0n > + 0 zZ_ " 3: � TI In -no F5z mn n W 0 2 � m \ N Its ■ n % v \ o J i U L H:\PDATA\101OB796\CADD\LAND\EXHIBITS\TR54057-12 EXHIBIT A -LEGAL DESCRIPTION -DWG MIKEK 4/24/13 3:13 pm EXHIBIT "B" LIST OF PUBLIC IMPROVEMENTS TRACT NO. 54057-12 ORANGEWMARTMEZU 3457. 117 It k V41 H:\PDATA\10108796\CADD\LAND\EXHIBITS\TR54057-12 EXHIBIT B -PUBLIC IMP.DWG MIKEK 4/24/13 3:05 pm EXHIBIT "C" SURETY BONDS AND OTHER SECURITY TRACT NO. 54057-12 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: $64,700 Surety: Philadelphia Indemnity Insurance Company Attorney-in-fact: Janina Monroe Address: 231 St. Asaph's Rd., Suite 100 Bala Cynwyd PA 19004 MATERIAL AND LABOR BOND PRINCIPAL AMOUNT: $64,700 Surety: Philadelphia Indemnity Insurance Company Attorney-in-fact: Janina Monroe Address: 231 St. Asaph's Rd., Suite 100 Bala Cynwyd PA 19004 CASH MONUMENT SECURITY: $6,000 Amount deposited per Cash Receipt No.. 12 - C533 ORANGE\MMARTINEZ\33457. 120 Date: j!) BOND NO. PB03010400711 INITIAL PREMIUM: $971 / Two (2) Years _ SUBJECT TO RENEWAL CITY OF AZUSA PARCELITRACT MAP NO. 54057-12 IMPROVEMENTS PERFORMANCE BOND KNOW ALL MEN BY THESE PRESENTS: WHEREAS the City of Azusa, California ("City") and Tru Pointe Homes, Inc., a Delaware corporation ("Principal"), have executed an agreement for work consisting of, but nbt 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 Parcel/Tract Map No. 54057-12 . ("Public improvements"); WHEREAS, the Public Improvements to be performed by Principal are more particularly set forth in that certain Agreement for Completion of Public Improvements dated ("Improvement Agreement"); WHEREAS, the Improvement Agreement is hereby referred to and incorporated herein by reference; and WHEREAS, Principal is required by the Improvemapi2t 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's, 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 ** dollars said sum being not less than one hundred percent (100°/x) 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. **Sixty -Four Thousand Seven Hundred and no/100** 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 perforin 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, ORANGEIMMARfII+IIr =457, 120 Performance Bond No. PB03010400711 Page Two (2) 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. 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 etLe . 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 VaIEREOF, 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 29th day of April , 2013 . TRI Pointe Homes, Inc., ifadef hia Indem i surance Company .a Delaware corporation Principal mm Surety {, By: _ President ttorney in -Fact G Y� lr S J , `lnL�2f ii aanina Monroe — (print nalne) (print name) NOTE: APPROPRIATE NOTARIAL ACKNOWLEDGMENTS OF EXECUTION BY PRINCIPAL AND SURETY, AND A COPY OF TIIE POWER OF ATTORNEY TO LOCAL REPRESENTATIVES OF THE BONDING COMPANY MUST BE ATTACHED TO TITS BOND. ORANGENNIARUNEZ03457. 120 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of 0 rk V- — On )-301-3 before me, J W4 rA 11 HAV Ll (It �I i Dale H' Insert Name and Title of the Officer personally appeared 1 l ` � �� `� ' l 11� 11 M --- 1.1 of Cinnerfsl ' J. WARD Commission #t 1973102 Notary Public - California Orange county wpmAA carcrn. I u irss Mar 24, 2006 Place Notary Seal Above CIVIL CODE § 1189 who proved to me on the basis of satisfactory evidence to be the persori(s)" hose name�,$) islare subscribed to the within instrument and acknowledged to me that he/she/they' executed the same in his/herAhc* authorized capacity(ies)', and that by his/herAheht signatureleon the instrument the person(s)-, or the entity upon behalf of which the person(9.Kacted, 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: U! - OL Signature of Notary Public 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: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Individual . ❑ Partner — ❑ Limited ❑ General Top of thumb here ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Number of Pages: ❑ Corporate Officer — Title(s) ❑ Individual Mla la ❑ Partner — ❑ Limited ❑ General Top of thumb here ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing © 2010 National Notary Association • NationalNotary.org • 1 -800 -US NOTARY (1-800-876-6827) Item #5907 CALIFORNIA ALL-PU RPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA County of Orange On APR 2 9 2013 Date personally appeared before me, Michelle Haase Janina Monroe MICHELLE HAASE y Commission # 1966148 Notary Public - California Orange County Mi Comm. Mires Au 22.2016 , Notary Public, Insert Name of Notary exactly as it appears on the official seal Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the personal whose nameM is/W- subscribed to the within instrument and acknowledged to me that)6,-/sheAh)e5+ executed the same in M/her/tftr authorized capacity(imo, and that by �&/her/th),&r signature{' on the instrument the personM, or the entity upon behalf of which the person(gy 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 Place Notary Seal Above Signaturerof Notary Public 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 the form to another document_ Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(les) 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: Number of Pages: Signer's Name; ❑ Individual ❑ Corporate Officer—Title(s): ❑ Partner ❑ Limited ❑ General ❑ Attomey in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer is Representing: 168 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 $5,000,000.00: This Power of Attorney is granted and is signed and stated by facsimile udder 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 aflf'sxcd 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 15TH DAY OF NOVEMBER 2012. On this 15" day of November 2012, 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 PHILADELPIIA 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. ooMraa 4Yaar_ OFr�tNSrL {�IpI'ARlAf.5EkL QRtIiFILE F[3hAMo fJoole�eryryPC% ty' LaysrMedon �0natdt22 d16 Un I� Gommirsa�a Notary Public: residing at: Bala n d P (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 of Attorney issued pursuant thereto are true and correct and are still in full force and effect, I do further certify that Sean S. Sweeney, 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, p p R 2 g 2013 In Testimony Whereof 1 have subscribed my name and affixed the facsimile seal of each Company this L day of 120 Craig P. Keller, Executive Vice President, Chief Financial Officer & Secretary PHILADELPHIA INDEMNITY INSURANCE COMPANY (Seal) y'" President Sean S. Sweeney, President Philadelphia Indemnity Insurance Company On this 15" day of November 2012, 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 PHILADELPIIA 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. ooMraa 4Yaar_ OFr�tNSrL {�IpI'ARlAf.5EkL QRtIiFILE F[3hAMo fJoole�eryryPC% ty' LaysrMedon �0natdt22 d16 Un I� Gommirsa�a Notary Public: residing at: Bala n d P (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 of Attorney issued pursuant thereto are true and correct and are still in full force and effect, I do further certify that Sean S. Sweeney, 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, p p R 2 g 2013 In Testimony Whereof 1 have subscribed my name and affixed the facsimile seal of each Company this L day of 120 Craig P. Keller, Executive Vice President, Chief Financial Officer & Secretary PHILADELPHIA INDEMNITY INSURANCE COMPANY Tq BOND NO. PB03010400711 1NTIAL PREMIUM: is included in Performance Bond. SUBJECT TO RENEWAL CITY OF AZUSA LABOR AND MATERIAL BOND KNOW ALL MEN BY THESE PRESENTS: WHEREAS the City of Azusa, California ("City") and -PU Pointe Homes, Inc., a Delaware corporation ("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 Parcel/Tract Map No. 54057-12 ("Public Improvements"); WHEREAS, the Public huprovements to be performed by Principal are more particularly set forth in that certain Agreement for Completion of Pubic Improvements dated ("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. Philadelphia Indemnity Insurance Company NOW, THEREFORE, Principal and (`°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 ** DOLLARS, OPANGE1MMARTINEM3457. 120 **Sixty -Four Thousand Seven Hundred and no/100** Payment Bond No. PB03010400711 Page Two (2) {$64,700.00--- , said sum being not less than 100% of the total cost of the Public Improvements under the terms of the Implovement Agreemenf, 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 fiom 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 Goverment 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. ORANGITWMARTINEW3457. 120 Payment Bond No. PB03010400711 Page Three (3) IN WITNESS WHEREOF, the seal and signiature. 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 29th day of April 2013 TRI Pointe Homes, Inc., a Delaware corporation Principal By; Presi t —Tk D m -s J- 1t i +C k -e l j (print name) iladelphia_bdCrQ,niiy Insii3�II)Ce Company jey-in Fact a Monroe (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. 0RAIQCxMhMARTiiU=3457. 120 13 n�2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of On _51 before me, V ' V l -6t Date �� ( y I personally appeared I ' C�GL.J ���1 CIVOL CODE § 1189 110G�VL4 fy61rL— Tule o1 We who proved to me on the basis of satisfactory evidence to be the person(;a)whose name) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/hewfthdr authorized capacity(ies), and that by J. WARD his/heVtheir-- signaturc(s)"on Ilse instrument the Commission # 1973102 �> Notary Public - California person{s), or the entity upon behalf of which the Orange County person(s)-Iacted, executed the instrument. MU Comrn. Expires I4tar 24, 2flt6 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 officialsQa1. g Si nature: lyoo_k Place Notary Seal Above � {� �3 / L Signature of Notary Public ®rp�Y10H ] 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: ❑ Corporate Officer — Title(s): El El El El El Sig Individual e Partner — ❑ Limited ❑ General Top of thumb here Attorney in Fact Trustee Guardian or Conservator Other: ner Is Representing: Number of Pages: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Individual ❑ Partner — 0 Limited ❑ General Top of thumb here ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: © 2010 National Notary Association • National Notary.org • 1 -800 -US NOTARY (1-800-876-6627) Item #5907 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA County of _ On APR Orange 2 9 2013 before me, Michelle Haase Date Insert Name of Notary exactly as it appears on the official seal personally appeared Janina Monroe Name(s) of Signer(s) rti @HICiE 19Mili8 P5;7COMMission 1996148 Notary Public - California M Orange County MV COMM. Expires Aug22, 2046 ~ , Notary Public, who proved to me on the basis of satisfactory evidence to be the personal whose name( is/W subscribed to the within instrument and acknowledged to me that}bgIsheltbW executed the same in ft/herltiXgr authorized capacity(in), and that by �/herltMr signatureM on the instrument the person, or the entity upon behalf of which the person(X)( 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. Si nature l Place Notary Seal Above Signatu of Notary Public 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 the form to another document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(les) 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: 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: 169 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 $5,000,000.00: 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 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 Naimile 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 15"H DAY OF NOVEMBER 2012. On this 15a day of November 2012, 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. CGMt of tKLLL 0VFM P 5VLVM1A I OTARUt1:5E4L' bkj DAld4 Wwt'ORAW tODONOUy PCCULowerMesl�Twpp.,Mon�on COLI Id Comp F� Ida dt2 201 Notary Public:Li residing at: Bala Cynwyd, 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 of Attorney issued pursuant thereto are true and correct and are still in full force and effect. I do further certify that Scan- S. Sweeney, 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, A p R 2 9 201 In Testimony Whereof I have subscribed my name and affixed the facsimile seal of each Company thisL__J day.ofl 201 �- �•.� 1927 Craig P. Keller, Executive Vice President, Chief Financial Officer & Secretary PHILADELPHIA INDEMNITY INSURANCE COMPANY fi (Seal) President Sean S. Sweeney, President Philadelphia Indemnity Insurance Company On this 15a day of November 2012, 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. CGMt of tKLLL 0VFM P 5VLVM1A I OTARUt1:5E4L' bkj DAld4 Wwt'ORAW tODONOUy PCCULowerMesl�Twpp.,Mon�on COLI Id Comp F� Ida dt2 201 Notary Public:Li residing at: Bala Cynwyd, 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 of Attorney issued pursuant thereto are true and correct and are still in full force and effect. I do further certify that Scan- S. Sweeney, 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, A p R 2 9 201 In Testimony Whereof I have subscribed my name and affixed the facsimile seal of each Company thisL__J day.ofl 201 �- �•.� 1927 Craig P. Keller, Executive Vice President, Chief Financial Officer & Secretary PHILADELPHIA INDEMNITY INSURANCE COMPANY Information Item Presented -!/sJa ")� , " '` L , ZUSNi ro CONSENT ITEM D-9 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: ART VASQUEZ, CITY TREASURER DATE: JULY 15, 2013 SUBJECT: CITY TREASURER'S STATEMENT OF CASH AND INVESTMENT BALANCES FOR THE MONTH OF MAY 2013 RECOMMENDATION: It is recommended that the Council Members receive, review, and file the City Treasurer's Report for the City of Azusa for the month of May 2013. BACKGROUND: Transmitted herewith is the City Treasurer's Statement of Cash Balances for the City of Azusa for the month of May 2013. City investments are made in accordance with the City's Investment Policy adopted and approved with Resolution No. 05 —C16 dated, February 4, 2013, and Government Code Section 53600 et seq. FISCAL IMPACT: The balances of cash, investments, and projected revenues for the next six months are expected to be sufficient to meet cash disbursement requirements of the City for at least the next six months. The change in total cash in bank and investments from April 30, 2013 to May 31, 2013 is a net increase of$1,615,105.95. CITY OF AZUSA TREASURER'S REPORT Prepared by: Art Vasquez, Treasurer Treasury Checking Accounts and Certificates of Deposit May 31,2013 Held in Wells Fargo Bank Face Maturity Interest or Balance Account Number Amount Date Coupon Description or CUSIP or Rate Market Value Checking Accounts General Checking Account XXX-XXX 1244 46,628.00 Stagecoach Sweep Account DDA XXX-XXX1244 5,283,995.36 Worker's Compensation Checking XXXX-XX3279 0.00 Flexible Reimbursement-Closed Account XXXX-XX5036 0.00 Payroll Checking(ZBA account) XXXX-XX1393 0.00 Police Petty Cash Fund XXX-XXX0334 129.12 Police Detective Petty Cash Fund XXX-XXX2231 4,448.55 DACA Account-ISO Collateral-Closed/Transferred to General Checking XXXX-XX2015 0.00 Section 108 0.970% Choice IV-Public Fund Account XXX-XXX2239 30,836.11 Covington Endowment WFB Advantage Heritage Money Market Fund(rated AAAm/Aaa) WFB XXXX7554 20,511.96 100,000 05/12/14 1.400% Certificate of Deposit Discover Bank DE Matures 5/12/14 CUSIP 254670D66 100,831.00 TOTALS WELLS FARGO BANK ACCOUNTS 5,487,380.10 Page 1 CITY OF AZUSA TREASURER'S REPORT Prepared by: Art Vasquez,Treasurer May 31,2013 Market Price Interest Received Coupon Maturity Settlement Market Broker Face Amount Description Acct/Cusip No. Principal** (Changes Fiscal Year to Rate Date Date Monthly) Value*** Date City of Azusa Investments - Certificates of Deposit-FDIC Insured CERTIFICATES OF DEPOSIT SOLD OR MATURED DURING FISCAL YEAR 4,715.54 Wachovia Sec 100,000.00 Ally Bank 1.100% 09/08/14 02005QTS2 09/07/11 100,000.00 101.025 101,025.00 1,100.00 Wachovia Sec 100,000.00 Ally Bank UT 95.000% 02/08/15 02005QYS6 02/08/12 100,000.00 101.038 101,038.00 952.60 Wachovia Sec 250,000.00 American Express Centurion 1.250% 06/09/14 02587DAX6 06/06/11 250,000.00 100.862 252,155.00 1,566.78 Wachovia Sec 200,000.00 Bank Hapoalim NY 1.000% 07/24/15 06251AYD6 07/24/12 200,000.00 100.775 201,550.00 1,008.22 Wachovia Sec 200,000.00 Bank of China New York 0.600% 01/06/14 06425H4T0 07/05/12 200,000.00 100.102 200,204.00 604.93 Wachovia Sec 200,000.00 Barclays Bank of Delaware 1.600% 01/11/16 06740KFSI 01/11/12 200,000.00 102.254 204,508.00 3,208.77 Wachovia Sec 200,000.00 Beal Bank Nevada Las Vegas 0.600% 06/05/13 07370S6T7 06/06/12 200,000.00 100.000 200,000.00 Wachovia Sec 200,000.00 BMW Bank of North America 1.350% 09/23/14 05568PR90 09/23/11 200,000.00 101.032 202,064.00 2,700.00 Wachovia Sec 200,000.00 CIT Bank SLC 1.450% 11/14/14 17284AH43 11/14/11 200,000.00 101.378 202,756.00 2,900.00 Wachovia Sec 200,000.00 Compass Bank Birmingham AL 1.000% 12/29/14 20451PAC0 06/29/12 200,000.00 100.597 201,194.00 1,002.74 Wachovia Sec 245,000.00 Everbank Jacksonville FL 0.500% 11/29/12 29976DQC7 11/29/12 245,000.00 100.024 245,058.80 Wachovia Sec 200,000.00 Goldman Sachs Group,Inc. 1.200% 03/07/16 38143ALTO 03/07/12 200,000.00 100.533 201,066.00 2,400.00 Wachovia Sec 200,000.00 Huntington National Bank 0.750% 12/08/14 446438QL0 06/08/12 200,000.00 100.594 201,188.00 752.05 WFB 200,000.00 JP Morgan Chase 0.500% 02/16/16 481241SS8 02/15/13 200,000.00 99.912 199,824.00 First Clearing Corp 245,000.00 ,Key Bank National Association 0.450% 03/13/15 49306SRH1 03/13/13 245,000.00 99.848 244,627.60 Wachovia Sec 200,000.00 Merrick Bank South Jordan UT 0.900% 01/25/16 59012YU96 07/25/12 200,000.00 100.967 201,934.00 1,499.21 Wachovia Sec 100,000.00 Metlife Bank,NA 1.300% 10/28/13 59I557FH1 10/21/IO 100,000.00 100.437 100,437.00 1,300.00 Wachovia Sec 245,000.00 Mizuho Corp Bank USA 0.500% 12/12/13 60688TGZ6 12/12/12 245,000.00 100.113 245,276.85 Wachovia Sec 200,000.00 Safra National Bank 0.800% 06/29/15 786580T83 07/28/12 200,000.00 100.794 201,588.00 661.92 Wachovia Sec 200,000.00 Sallie Mae Bank Murray UT 1.100% 08/10/15 795450NT8 08/08/12 200,000.00 100.760 201,520.00 1,109.04 Wachovia Sec 200,000.00 Sovereign Bank FSB 0.700% 06/20/14 84603MZ66 06/20/12 200,000.00 100.363 200,726.00 701.92 Wachovia Sec 200,000.00 State Bank of India NY 1.250% 06/22/15 856284F74 06/22/12 200,000.00 100.876 201,752.00 1,253.42 Wachovia Sec 245,000.00 Webster Bank NA 1.000% 12/12/17 94768NJD7 12/12/12 245,000.00 100.975 247,388.75 Wachovia Sec 245,000.00 Wells Fargo Bank WFCO 0.950% 02/28/18 94986TMB0 02/27/13 245,000.00 99,865 244,669.25 567.53 TOTALS 4,775,000.00 4,775,000.00 4,803,550.25 30,004.67 Page 2 CITY OF AZUSA TREASURER'S REPORT Prepared by: Art Vasquez,Treasurer May 31,2013 Market Price Interest Received Coupon Maturity Settlement Market Broker Face Amount Description Rate Date AcctlCusip No. Date Principal** (Changes Value*** Fiscal Year to Monthly) Date* City of Azusa Investments - AAA Rated Federal Agency Bonds BONDS CALLED OR MATURED DURING FISCAL YEAR 104,265.00 Gilford Sec 1,000,000 FFCB 0.710 07/19/16 0.710% 07/19/16 3133EAYQ5 07/23/12 1,000,000.00 100.060 1,000,600.00 3,471.11 Gilford Sec 1,000,000 FFCB 0.770 6/15/17 0.770% 06/15/17 3133EC5L4 12/05/12 999,300.00 98.862 988,620.00 Gilford Sec 1,000,000 FFCB 0.875 06/14/16 0.875% 06/14/16 3133EAUE6 06/14/12 1,000,000.00 100.021 1,000,210.00 4,375.00 Gilford Sec 1,000,000 FFCB 0.900 12/26/17 0.900% 12/26/17 3133ECB45 12/26/12 999,500.00 99.035 990,350.00 Gilford Sec 1,000,000 FFCB 0.980 09/18/17 0.980% 09/18/17 3133EAX29 09/20/12 1,000,000.00 99.391 993,910.00 4,845.56 Gilford Sec 1,000,000 FFCB 1.030 3/12/18 1.030% 03/12/18 3133ECHS6 03/12/13 1,000,000.00 99.041 990,410.00 RBC Dain Rauscher 1,000,000 FFCB 1.050 3/14/18 1.050% 03/14/18 3133ECJ39 03/14/13 999,500.00 99.482 994,820.00 Higgins 1,000,000 FFCB 1.100 06/20/17 1.100% 06/20/17 3133EAVA3 06/20/12 1,000,000.00 98.886 988,860.00 5,500.00 Gilford Sec 1,000,000 FHLB.085 07/24/17 0.850% 07/24/17 313380WR4 10/24/12 1,000,000.00 98.839 988,390.00 2,125.00 Gilford Sec 1,500,000 FHLB 0.800 05/23/17 0.800% 05/23/17 313381AN5 11/23/12 1,500,000.00 98.827 1,482,405.00 6,000.00 Gilford Sec 1,000,000 FHLB 0.850 08/15/17 0.850% 08/15/17 313381Z24 02/15/13 1,000,000.00 99.156 991,560.00 Gilford Sec 1,000,000 FHLB 0.980 11/15/17 0.980% 11/15/17 3133817D1 11/15/12 1,000,000.00 99.412 994,120.00 4,900.00 WFB 1,000,000 FHLB 1.00001/30/18 1.000% 01/03/18 313381TW5 01/30/13 1,000,000.00 99.151 991,510.00 Wachovia Sec 1,000,000 FHLB 1.25007/29/14 1.250% 07/29/14 313370YK8 09/17/10 1,000,000.00 101.178 1,011,780.00 12,500.00 Wachovia Sec 1,000,000 FHLB 2.100 06/07/16 2.100% 06/07/16 3133742R0 06/07/11 1,000,000.00 100.021 1,000,210.00 10,500.00 Higgins 1,000,000 FNMA 1.050 05/25/18 1.050% 05/25/18 3135G0XK4 05/30/13 1,000,000.00 98.934 989,340.00 TOTALS 16,500,000 16,498,300.00 16,397,095.00 158,481.67 WFB-CITY THIRD PARTY CUSTODIAL TRUST ACCT 0.070% N/A N/A N/A 5,036,041.33 100.000 5,036,041.33 1,653.17 LAIF-CITY LOCAL AGENCY INVESTMENT FUND 0.286% N/A N/A N/A 15,287,395.55 100.000 15,287,395.55 54,221.03 Page 3 CITY OF AZUSA TREASURER'S REPORT Prepared by: Art Vasquez,Treasurer May 31,2013 Market Price Interest Received Coupon Maturity Settlement Market Broker Face Amount Description Acct/Cusip No. Principal** (Changes *** Fiscal Year to Rate - Date Date Monthly) Value Date* Light& Water Fund Investments - Certificates of Deposit-FDIC Insured CERTIFICATES OF DEPOSIT SOLD OR MATURED DURING FISCAL YEAR (6,037.12) Wachovia Sec 245,000.00 Bank Baroda NY 0.550% 10/16/13 060624PQ0 10/16/12 245,000.00 100.050 245,122.50 Wachovia Sec 40,000.00 Bank Hapoalim NY 1.000% 07/24/15 06251AYD6 07/24/12 40,000.00 100.775 40,310.00 328.76 Wachovia Sec 40,000.00 Bank of China NY 0.850% 02/03/14 06425HYW0 02/01/12 40,000.00 100.393 40,157.20 695.49 Wachovia Sec 40,000.00 Beal Bank Nevada Las Vegas 0.600% 06/05/13 07370S6T7 06/06/12 40,000.00 100.000 40,000.00 205.15 Wachovia Sec 40,000.00 BMW Bank of NA 1.350% 04/27/16 05568PW45 04/27/12 40,000.00 101.221 40,488.40 1,232.38 Wachovia Sec 40,000.00 Compass Bank Birmingham AL 0.900% 06/30/14 20451 PAB2 06/29/12 40,000.00 100.366 40,146.40 393.53 Wachovia Sec 200,000.00 Discover Bank Greenwood DE 1.050% 05/11/15 25467IARl 05/09/12 200,000.00 100.809 201,618.00 2,100.00 Wachovia Sec 240,000.00 Enerbank USA 5.000% 09/14/14 29266NUY1 06/14/12 240,000.00 100.383 240,919.20 762.74 Wachovia Sec 240,000.00 First National Bank of Omaha 0.500% 01/10/14 332135EZ1 10/10/12 240,000.00 100.026 240,062.40 598.36 Wachovia Sec 200,000.00 GE Capital Financial Inc. 1.250% 05/18/16 36160XD87 05/18/12 200,000.00 100.455 200,910.00 2,500.00 Wachovia Sec 235,000.00 GE Capital Retail Bank 1.050% 04/27/15 36I57PCW7 04/27/12 235,000.00 100.410 235,963.50 2,467.50 Wachovia Sec 40,000.00 Goldman Sachs Group,Inc. 0.850% 02/03/14 38143AJB2 02/01/12 40,000.00 100.248 40,099.20 1,097.32 Wachovia Sec 40,000.00 Huntington National Bank 0.750% 12/08/14 446438QL0 06/08/12 40,000.00 100.594 40,237.60 396.99 Wachovia Sec 40,000.00 Safra National Bank 0.800% 06/29/15 786580T83 07/28/12 40,000.00 100.794 40,317.60 213.05 Wachovia Sec 40,000.00 Sovereign Bank FSB 0.700% 06/20/14 84603MZ66 06/20/12 40,000.00 100.363 40,145.20 333.70 Wachovia Sec 40,000.00 State Bank of India NY 1.250% 06/22/15 856284F74 06/22/12 40,000.00 100.876 40,350.40 584.93 TOTALS 1,760,000.00 1,760,000.00 1,766,847.60 7,872.78 Page 4 CITY OF AZUSA TREASURER'S REPORT Prepared by: Art Vasquez,Treasurer May 31,2013 Market Price Interest Received Coupon Maturity Settlement Market Broker Face Amount Description Acct/Cusip No. Principal** (Changes e Fiscal Year to Rate Date Date Monthly) Value*** Date* Light&Water Fund Investments - AAA Rated Federal Agency Bonds BONDS CALLED OR MATURED DURING FISCAL YEAR 51,388.16 Gilford Sec 1,000,000.00 FFCB 0.730 03/13/17 0.730% 03/13/17 3133ECHG2 03/13/13 1,000,000.00 99.375 993,750.00 Gilford Sec 655,172.41 FHLB 0.720 08/08/16 0.720% 08/08/16 3133805K9 08/08/12 654,844.82 99.895 654,484.48 WFB 1,000,000.00 FFCB 0.690 09/26/16 0.690% 09/26/16 3133EAZ76 09/26/12 1,000,000.00 100.076 1,000,760.00 3,450.00 WFB 1,000,000.00 FFCB 0.620 10/24/16 0.620% 10/24/16 3133EA5V6 10/24/12 1,000,000.00 99.912 999,120.00 3,100.00 Gilford Sec 1,000,000.00 FFCB 0.820 07/11/17 0.820% 07/11/17 3133EA4H8 10/12/12 999,000.00 98.940 989,400.00 2,027.22 Gilford Sec 1,000,000.00 FFCB 0.980 09/18/17 0.980% 09/18/17 3133EAX29 09/18/12 1,000,000.00 99.391 993,910.00 4,900.00 Gilford Sec 1,000,000.00 FHLB 1.000 02/27/18 1.000% 02/27/18 3133823D3 02/27/13 1,000,000.00 99.206 992,060.00 TOTALS 6,655,172.416,653,844.82 6,623,484.48 64,865.38 WFB-L&W THIRD PARTY CUSTODIAL TRUST ACCT 0.790% ' N/A N/A N/A 1,376,470.69 100.000 1,376,470.69 196.47 Market Price Market Interest Received CITY OF AZUSA and LIGHT&WATER RATE STABLIZATION Principal** (Changes *** Fiscal Year to Value Monthly) Date* TOTAL INVESTMENTS IN FEDERAL AGENCIES,CD's,WFB INSTITUTIONAL TRUSTS,and LAIF 51,387,052.39 51,290,884.90 317,295.17 *The Interest reflects earnings received from July 1,2012. **The:Principal"column reflects the balance on the last day of the month or the"historical cost"spent to purchase a security. ***Th "Market Value" is the current price at which a security can be traded or sold. 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