HomeMy WebLinkAboutD-2 Staff Report - Adopt ROI toform Public Safety Services CFD2017-1- 5.15.17APPROVED
CONSENT ITEM
E-5
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
VIA: TROY L. BUTZLAFF, ICMA-CM, CITY MANAGER
FROM: DANIEL BOBADILLA, P.E., DIRECTOR OF PUBLIC WORKS/CITY ENGINEER
DATE: MAY 15, 2017
SUBJECT: APPROVAL OF FINAL TRACT MAP NO. 74154 FOR A 112 -UNIT TOWNHOME
AND 1 -COMMERCIAL BUILDING PROJECT LOCATED IN THE TRANSIT II
NEIGHBORHOOD OF THE ROSEDALE COMMUNITY
SUMMARY:
On November 30, 2016, the Planning Commission approved a tentative tract map to construct 112
townhome units and a commercial building in the Transit II neighborhood of the Rosedale Community.
The proposed actions will approve Final Tract Map 74154.
RECOMMENDATION:
Staff recommends that the City Council take the following actions:
1) Find that this project complies with the General Plan and is consistent with the approved
tentative tract map and any amendments thereto; and
2) Find that this project is in compliance with the provisions of the Subdivision Map Act; and
3) Approve Final Tract Map 74154; and
4) Authorize the City Clerk and City Treasurer to endorse the certificates on the face of the map,
which embodies the approval of Final Tract Map 74154; and
5) Authorize the City Manager to execute two Agreements for Completion of Public Improvements
for Tract 74154, Lots 1-6 and Lot 7.
Final Tract Map 74154
May 15, 2017
Page 2
DISCUSSION -
The Planning Commission approved a tentative tract map on November 30, 2016. The project is located
in the Transit II neighborhood of the Rosedale Community, at the southwest corner of The Promenade
and Citrus Ave, adjacent to the APU/Citrus College Gold Line Station. The project consists of a
residential and a transit retail plaza component. The residential component, comprised of Lots 1-6,
includes 5.35 acres with 112 3 -story townhome units with 3 different plans that range from 1,218 square
feet to 1,600 square feet. The transit retail plaza component, comprised of Lot 7, includes 1.23 acres
with an 8,220 square foot 1 -story commercial building with onsite parking for 30 vehicles and a public
plaza linking the retail building and the APU/Citrus College Gold Line Station.
The developer has submitted two Agreements for Completion of Public Improvements to construct the
required public improvements. One agreement is for the residential component, Lots 1-6. This
agreement includes a Performance Bond in the amount of $908,831, a Labor and Materials Bond in the
amount of $908,831, and a Monument Bond in the amount of $10,000. The second agreement is for the
transit retail plaza component, Lot 7. This agreement includes a Performance Bond in the amount of
$241,082, and a Labor and Materials Bond in the amount of $241,082.
The final tract map has been approved by the City's consultant surveyor and certified by the Director of
Public Works/City Engineer for conformance with the Subdivision Map Act, City Ordinances, and the
approved tentative tract map.
FISCAL IMPACT:
There is no fiscal impact associated with the recommended actions.
Prepared by:
Daniel Bobadilla, P.E.
Director of Public Works/City Engineer
Reviewed and Approved:
Troy L. Butzlaff, ICMA-CM
City Manager
Attachments:
Reviewed and Approved:
Louie F. Lacasella
Management Analyst
1) Final Tract Map 74154
2) Agreement for Completion of Public Improvements, Lots 1-6
3) Agreement for Completion of Public Improvements, Lot 7
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BEING A PORTION OF LOT 49 OF TRACT NO 62150 AS SHOWN ON A MAP THEREOF FILED IN BOOK 1311
PAGES 28 THROUGH 50, INCLUSIVE OF MAPS, IN THE CITY OF AZUSA, COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, IN THE OFFICE OF THE COUNTY RECORDER OF LOS ANGELES COUNTY
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RECORDING REQUESTED BY
WHEN RECORDED MAIL TO
Jeffrey Lawrence Cornejo, Jr.
City Clerk
City of Azusa
213 E. Foothill Blvd.
Azusa, CA 91702
Document Number:13759394
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9atch Number:8351172
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SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE
TITLE
AGREEMENT FOR COMPLETION OF PUBLIC IMPROVEMENTS,
TRACT NO. 74154, LOTS 1-6
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
Eman pLrwm mording fee, ger Government Code
Section 6103
CITY OF AZUSA, CALIFORNIA
B.
City C: k F
AGREEMENT FOR COMPLETION OF PUBLIC IMPROVEMENTS
TRACT NO. 74154, LOTS 1-6
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. 74154, LOTS 1-6
I. PARTIES AND DATE.
This Agreement for the Completion of Public Improvements ("Agreement") is entered into as of
this � qday of MA 2017 by and between the City of Azusa, a California
municipal corporation ("City") and Rosedale Land Partners I1, 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. 74154.
B. Developer's application for a tentative tract map for Tentative Tract No. 74154 was
conditionally approved by the Planning Commission on November 30, 2016.
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. 74154 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. 74154.
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. 74154.
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. 74154 and (d) Developer records the final map for
Tract No. 74154 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. 74154.
ORANGEWMARTINEZU 3457. 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
Parcel/Tract No. 74154, 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. 74154
("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 Qualfty 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
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.
ORANGENMARTINEZU 3457. 0
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. 74154.
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 se . of this Agreement, Developer and its
ORANGEWMARTINEZ0 345 7. 14
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. 74154
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. 74154 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. 74154.
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.
9.0 Default; Notice; Remedies.
ORANGEWMARTINEZU3457, 15
A
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 • QV 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 SeMc . 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 Drawing. 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
ORANGEWMARTINEZ03457. 16
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. 74154 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 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 seq.) shall in no way limit or modify
Developer's indemnification obligation provided in Section 16.0 of this Agreement.
ORANGE\MMARTINEZl33457. 17
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 Nine Hundred Eight Thousand Eight Hundred Thirty-one ($908,831.00), 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. 74154, 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. 74154.
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 Nine Hundred Eight Thousand Eight Hundred
Thirty-one ($908,831.00), 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 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. 74154 in compliance with the applicable provisions of
City's Municipal and/or Development Code ("Subdivision Monuments"), Developer shall deposit
ORANGEWMARTINEZ03457. 18
cash 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 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. 74154.
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 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; Arnounts. 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.
ORANGEWMARTINEZU 345 7. 19
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 Liabiliy. 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
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
ORANGEWMARTINEZ\33457. 110
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 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. 74154, 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, 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:
ORANGEWMARTINEZU 3457. Ill
CITY:
Cily of Azusa
P.O. Box 1395
213 E. Foothill Blvd.
Azusa, Ca. 91702
Attn: CAY 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; 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.
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
ORANGE\MMARTINEZ\33457. 112
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' Tees 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
By:
City Manager
City of Azusa
A
B
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
Lo
(signaturc)
lop -1 u . v 03� r4 04
(print 0 e)
(title)
By:
ftp—
( gnature)
Ic IV
(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\MMARTINEZl33457. 114
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
k
�v
On 2017, befor e,
the undersigned notary public, personally app ed
who proved to me on the basis of satisfacto evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and owledged to me that he/she/they executed the same
in his/her/their authorized capacity(ie , and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon b alf of which the person(s) acted, executed the instrument.
I certify under PENALTY O,PIPERJURY under the laws of the State of California that the
foregoing paragraph is 7tru"and correct.
WITNESS my hand afid official seal.
Signature of Nary Public
ORANGE\MMARTI1-4EZ\33457. 116
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.
State of California
County of Orange
On April 24, 2017
before me,
C. Newell, Notary Public
(insert name and title of the officer)
personally appeared Daniel O'Bannon and Jeff Rulon
who proved to me on the basis of satisfactory evidence to be the person whose name is
subscribed to the within instrument and acknowledged to me that he+ shel�ji}executed the same
in/ el . authorized capacity, and that by htsfher/Qi-,)signature on the instrument the
person, 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.
C. NEWELL
WITNESS my hand and official seal. Commission # 2096339
Notary Public - California x
Z Orange County
My Comm. Expires Jan 9, 2019
Signature (Seal) 4
1
EXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTY
TRACT NO. 74154, LOTS 1-6
A PORTION OF LOT 49 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. 117
EXHIBIT "B"
LIST OF PUBLIC IMPROVEMENTS
TRACT NO. 74154, LOTS 1-6
ORANGEWMARTINEZU 3457. 118
Page 1 of 4 Proposal for:
REVISION 4 Citrus Tract & Transit Plaza
Bid Date: 4/07/2017 From
Time: 2:OOPM Kana Pipeline, Inc.
12620 Magnolia Ave. , Riverside, CA 92503
LN: 461487 Type: A
Phone: (714) 986-1400 Fax: (714) 986-1417
Christopher Homes
. .................
Project No.8095 BID t
Item
Description
20
Sewer (Residential)
01
8" VCP
02
4" VCP
03
48" Manhole
05
Abandon/Remove Ex 8" VCP
07
Abandon/Remove Ex Manhole
30
Water (Residential)
00
Sawcut, Remove And Replace Asphalt
01
8" DIP
02
4" DIP
03
8" Tee
04
12x8 Cut -In Tee
05
Fire Hydrant
06
2 -Way FDC
07
Thrust Block
08
1" Service Manifold
09
8" 90 Bend
10
8" Gate Valve
11
1" Water Service
12
Concrete Encasement
13
12" Gate Valve
14
4" DCDA
4/07/2017 4:32 pm
Quantity Unit Unit. Price Total Price
2,767.00LF
37.0000
1,249.00 LF
32.0000
33.00EA
3,284.0000
377.00 LF
21.0000
4.00EA
2,348.0000
Total:
200.00FT2
1,475.00LF
358.00LF
1,OOEA
2.00EA
6.00 EA
8.00EA
8.00EA
31.00EA
3.00EA
8.00EA
112.00EA
12.00LF
4.00 EA
8.00FA
Attachment Enclosed
29.0000
47.0000
45.0000
382.0000
12,295.0000
4,433.0000
1,690.0000
303.0000
2,318.0000
346.0000
1,623.0000
643.0000
178.0000
3,787.0000
4,791.0000
102,379.00
39,968.00
108,372.00
7,917.00
9,392.00
268,028.00
5,800,00
69,325,00
16,110.00
382.00
24,590.00
26,598.00
13, 520.00
2,424.00
71,858.00
1,038.00
12,984.00
72,016.00
2,136.00
15,148.00
38,328,00
Estimator: Phil Luyben .0narpesv GenerotedDyeSharp eSoft Product
Page 2 of 4 Proposal for:
REVISION 4 Citrus Tract & Transit Plaza
Bid Date: 4/07/2017 From
Time: 2:OOPM Kana Pipeline, Inc.
12620 Magnolia Ave., Riverside, CA 92503
LN: 461487 Type: A
Phone: (714) 986-1400 Fax: (714) 986-1417
Christopher Homes
Item
Description
15
4" Blow -off ~
16
4" Fire Riser
17
8x8 Cross /w 8x6 Reducer
18
4" Air -Vac
20
2" Water Service
21
2" Backflow
24
Pick Up Meter From City And Install
40
Storm Drain (Residential)
40
18" HDPE
43
6" PVC SDR -35
45
Catch Basin W=3.5'
46
Catch Basin W=7'
50
Junction Structure SPPWC 332-2
4/07/2017 4:32 pm
Estimator: Phil Luyben
Project No.8095 BID
Quantity Unit
2.00 EA
8.00 EA
1.00EA
1.00EA
1,OOEA
1.00EA
113.00EA
1,244.001-F
368.00LF
5.00EA
6.00EA
2,00EA
Attachment Enclosed
Unit Price
3,295.0000
1,818.0000
720.0000
5,827.0000
2,407.0000
2,632,0000
200.0000
Total:
Total Price
6,590.00
14,544.00
720.00
5,827.00
2,407.00
2,632.00
22,600.00
427,577.00
51.0000
63,444.00
31.0000
11,408.00
4,007.0000
20,035.00
5,732.0000
34,392.00
4,663.0000
9,326,00
Total:
138,605,00
k—'I"PBsly) Generated by it SherpaSoft Product
Page 3 of 4 Proposal for:
REVISION 4 Citrus Tract & Transit Plaza
Bid Date: 4/07/2017 From
Time: 2:OOPM Kana Pipeline, Inc.
12620 Magnolia Ave., Riverside, CA 92503
LN: 461487 Type: A
Phone: (714) 986-1400 Fax: (714) 986-1417
Christopher Homes
Project No.8095 BID
Item Description Quantity Unit Unit Price Total Price
Total For Sewer (Residential) 268,028.00
Total For Water (Residential) 427,577,00
Total For Storm Drain (Residential) 138,605.00
Subtotal 826,210.00
10% contingency 8200
Total 908,831.00
Attachment Enclosed
4/07/2017 4:32 pm
Estimator: Phil Luyben OW100SO) eenerntedbyaSherpeSoftProduct
EXHIBIT "C"
SURETY BONDS AND OTHER SECURITY
TRACT NO. 74154, LOTS 1-6
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: $ 908,..83 1.00
Surety:
Attorney-in-fact:
Address:
MATERIAL AND LABOR BOND PRINCIPAL AMOUNT: $ 908,831.00
Surety:
Attorney-in-fact:
Address:
CASH MONUMENT SECURITY: $ 10.000.00
Amount deposited per Cash Receipt No. Date:
ORANGEWMARTINEZ03457. 119
BOND NO. PB03010403924
INITIAL PREMIUM: S 18,1771 Two (2) Years
SUBJECT TO RENEWAL
CITY OF AZUSA
TRACT MAP NO. 74154, LOTS 1-6 IMPROVEMENTS
PERFORMANCE BOND
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS the City of Azusa, California ("City") and Rosedale Land Partners II,
LLC; a Delaware limited liability company ("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. 74154 ("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
MA,-/ o ra , 2017 ("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 Nine Hundred Eight Thousand Eight Hundred Thirty -One
and no/ 100 Dollars ($908,831.001, 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,
ORANGE\MMARTINEZ\3 3457. 120
Performance Bond No. PB03010403924
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 et SeMc . 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 WHEREOF, 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 19th day of April, 2017.
Principal: Surety:
ROSEDALE LAND PARTNERS II, LLC Philadelphia Indemnity Insurance Company
a Delaware limited liability company, 251 S. Lake Avenue, Suite 360
By: CDG Rosedale Investment, LLC, Pasadena, CA 91105
a Delaware limited liability company
Its Administrative Member
By: -�` _ By:
Att rney-in-Fact,
Michelle Haase
(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\MMARTINEZ\33457. 121
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.
State of California
County of Orange
On April 20, 2017
before me, C. Newell, Notary Public
(insert name and title of the officer)
personally appeared Daniel O'Bannon
who proved to me on the basis of satisfactory evidence to be the person whose name is
subscribed to the within instrument and acknowledged to me thati she/t4" executed the same
in fiis herA4ie+r authorized capacity, and that by&hwr theif signature on the instrument the
person, 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.
C. NEWELL
K�
WITNESS my hand and official seal. Commission # 2096339 , -� r; Notary Public - California z
z Orange County
{�
My Comm. Expires an 9, 2019
Signature �c'�.r T��I�� (Seal)
ALL- PURPOSE
CERTIFICATE OF ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the
identity of the individual who signed the document to which this certificate
is attached, and not the truthfulness, accuracy, or validity of that document.
State of California
County of Orange }
On APR 19 2017 before me, Gina L. Garner, Notary Public
(Here insert mime and n 1W oi i e e iter
personally appeared Michelle Haase
who proved to me on the basis of satisfactory evidence to be the personw whose
name(*) is/jtjw subscribed to the within instrument and acknowledged to me that
kot/she/may executed the same in kWher/tkceir authorized capacity0exx and that by
iaWher/iaaMtsignature(W on the instrument the person*, or the entity upon behalf of
which the person44 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. LINA L. GARNER
COMM. # 2021213 �
%f NOTARY PUBLIC CALIFORNIA
ORANGE COUNTYMY
�
Notary Public Signature (Notary Public Seal) t�mm. e�May i®, 2017
e
ADDITIONAL OPTIONAL INFORMATION
DESCRIPTION OF THE ATTACHED DOCUMENT
kr�-
,,T)q,%co- %x,,6 230:300 3<
(Title or description of attached document)
(Title or description of attached document continued)
Number of Pages a2- Document Date ` l
CAPACITY CLAIMED BY THE SIGNER
❑ Individual (s)
❑ Corporate Officer
(Title)
❑ Partner(s)
W Attorney -in -Fact
❑ Trustee(s)
❑ Other
INSTRUCTIONS FOR COMPLETING THIS FORM
This fa•m complies with current California statutes regarding nolany wording and,
if needed should be completed and attached to the document. Acknohredgerus from
other states pray be completed for documents being sent to that state so long as the
wording does not require the California notary to violate California notary lmr.
• State and County infomtation must be the State and County where the document
signer(s) personally appeared before the notary public for acknowledgment.
• Date of notarization must be the date that the signer(s) personally appeared which
must also be the same date the acknowledgment is completed.
• The notary public must print his or her name as it appears within his or her
commission followed by a comma and then your title (notary public)_
• Print the name(s) of document signer(s) who personally appear at the time of
notarization.
• Indicate the correct singular or plural forms by crossing off incorrect forms (i.e.
he/she/dray;- is /are ) or circling the correct forms. Failure to correctly indicate this
information may lead to rejection of document recording.
• The notary seal impression must be clear and photographically reproducible.
impression must not cover text or lines. If seal impression smudges, re -seal if a
sufficient area permits, otherwise complete a different acknowledgment form.
• Signature of the notary public must match the signature on rile with the office of
the county clerk.
Additional information is not required but could help to ensure this
acknowledgment is not misused or attached to a different document.
ep Indicate title or type of attached document, number of pages and date.
Indicate the capacity claimed by the signer. If the claimed capacity is a
corporate officer, indicate the title (i.e. CEO, CFO, Secretary).
• Securely attach this document to the signed document with a staple
5212
PHILADELPHIA INDEMNITY INSURANCE COMPANY
One Bala Plaza, 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-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 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 on the 14' of November, 2016.
RESOLVED: That the Board of Directors hereby authorizes the the President or any Vice President of
the Company: (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 binding upon the Company in the future with 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 147" DAY OF NOVEMBER, 2016.
(Seal)
Robert D. O'Leary Jr., President & CEO
Philadelphia Indemnity Insurance Company
On this 14'h day of November, 2016, 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 seat affixed to said instrument is
the Corporate seal of said Company; that the said Corporate Seal and his signature were duly affixed,
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Notary Public:
(Notary Seal)
residing at: Bala Cvnwvd. PA
My commission expires: January 8. 2018
I, Edward Sayago, Corporate 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 on this 14"' day of November, 2016 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, APR 19 2017
In Testimony Whereof 1 have subscribed my name and affixed the facsimile seal of each Company this day of 120
Edward Sayago, Corporate Secretary
PHILADELPHIA INDEMNITY INSURANCE COMPANY
BOND NO. PB03010403924
INITIAL PREMIUM: Premium is included in Performance Bond.
SUBJECT TO RENEWAL
CITY OF AZUSA
TRACT MAP NO. 74154, LOTS 1-6, IMPROVEMENTS
LABOR AND MATERIAL BOND
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS the City of Azusa, California ("City") and Rosedale Land Partners II,
LLC, a Delaware limited liability. company ("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. 74154 ("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
M A -y ► r , 2017 ("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 Philadelphia Indemnity Insurance Com an
("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
ORANGE\MMARTINEZ\3 3457. 122
Payment Bond No. PB03010403924
Page Two (2)
Nine Hundred Eight Thousand Eight Hundred Thir -One and no/1.04 Dollars
($908,831.00), said sum being not less than 100% of the total cost of the Public Improvements
under the terms of 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 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 SeMc . 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.
ORANGE\MMARTINEZ\33457. 123
Payment Bond No. PB03010403924
Page Three (3)
IN WITNESS WHEREOF, 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 Irvin ,_California, this 19th day of April, 2017.
Principal:
ROSEDALE LAND PARTNERS II, LLC
a Delaware limited liability company,
By: CDG Rosedale Investment, LLC,
a Delaware limited liability company
Its Administrative Member
0
L) 1 t c51— O 15A--jN0•.!
(print name)
Surety:
Philadelphia Indemnity Insurance Company
251 S. Lake Avenue, Suite 360
Pasadena, CA 91105
.
BY
Att ey-in-Fact,
C,O Michelle Haase
(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.
ORANGENMARTINEZ03457. 124
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.
State of California
County of Orange
On April 20, 2017
before me, C. Newell, Notary Public
(insert name and title of the officer)
personally appeared Daniel O'Bannon
who proved to me on the basis of satisfactory evidence to be the person whose name is
subscribed to the within instrument and acknowledged to me that ielsheftey executed the same
in� shherftfteir authorized capacity, and that by i 1' heNtheir signature on the instrument the
person, 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.
P },�� CommC. ission #ELL
2096339 ff�
WITNESS my hand and official seal. r� i�
t; '+ Notary Public - California
Orange County
Nib Comm. Expires Jan 9. 2019
Signature,-,-- ".` - - , (Seal)
ALL- PURPOSE
CERTIFICATE OF ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the
identity of the individual who signed the document to which this certificate
is attached, and not the truthfulness, accuracy, or validity of that document.
State of California
County of Orange }
On OR 19 2011 before me, Gina L Garner, Notary Public
(Mere insert name 2nd tAln ol i e o icon
personally appeared Janina Monroe
who proved to me on the basis of satisfactory evidence to be the personw whose
name(s) is/jam subscribed to the within instrument and acknowledged to me that
bta/shelltW executed the same in kis/her/tIlteir authorized capacity0arx and that by
kWher/kwwx signature(* on the instrument the person*, or the entity upon behalf of
which the person(o 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. LINA L. GARNER
g COMM, 4 2021213 �
r ' °` NOTARY PU$LlC CALIFORNIA a
5 QRAIVCsE COUNTY h7
iuly rornm. a pirrss May 18
2017
1`46tary Public Signature (Notary Public Seal)
ADDITIONAL OPTIONAL INFORMATION INSTRUCTIONS FOR COMPLETING THIS FORM
ffiellk� k -Ad
(Tice or description of attached document)
(Title or description of attached document continued)
Number of Pages 3 Document Date.
CAPACITY CLAIMED BY THE SIGNER
❑ Individual (s)
❑ Corporate Officer
(Title)
❑ Partner(s)
IR Attorney -in -Fact
❑ Trustee(s)
❑ Other
2015''deision vJV Pr NolaiyCIasses corn 890 87,-9865
This form complies with current California statures regarding noiatl, wording and,
if needed should be completed and attached to the document. Acknohredgentsftonr
other states may be conrplered for documents being sent to that state so long as fire
wording does not require the California notmy to violate California notary lmr.
• State and County information must be the State and County where the document
signer(s) personally appeared before the notary public for acknowledgment.
• Date of notarization must be the date that the signer(s) personally appeared which
must also be the same date the acknowledgment is completed.
• The notary public must print his or her name as it appears within his or her
commission followed by a comma and den your title (notary public).
• Print the names) of document signer(s) who personally appear at the time of
notarization.
• Indicate the correct singular or plump forms by crossing off incorrect fonns (ii -e.
Ire/she/lhey—, is /ere ) or circling the correct fonns. Failure to correctly indicate this
information may lead to rejection of document recording.
• The notary seal impression must be clear and photographically reproducible.
Impression must not cover text or lines. If seal impression smudges, re -seal if a
sufficient area permits, otherwise complete a different acknowledgment form.
• Signature of the notary public must match the signature on file with the office of
the county clerk.
Additional information is not required but could help to ensure this
acknowledgment is not misused or attached to a different document.
Indicate title or type of attached document, number of pages and date.
Indicate the capacity claimed by the signer. If the claimed capacity is a
corporate officer, indicate the title (i.e. CEO, CFO, Secretary).
• Securely attach this document to the signed document with a staple.
5213
PHILADELPHIA INDEMNITY INSURANCE COMPANY
One Bala Plaza, 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-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 52.r 00.000,00.
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 on the 14" of November. 2016,
RESOLVED: That the Board of Directors hereby authorizes the the President or any Vice President of
the Company: (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 binding upon the Company in the future with 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 141' DAY OF NOVEMBER, 2016.
(Seal)
Robert D. O'Leary Jr., President & CEO
Philadelphia Indemnity Insurance Company
On this 14" day of November, 2016, 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.
rAriMd t XX V
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-�ru...s,�.,. a a,a.
(Notary Seal)
Notary Public:
residing at:
My commission expires:
Baa y n+xd_ PA__ --
Januaiy 8 201
I, Edward Sayago, Corporate 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 on this 14'h day of November, 2016 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, r1 n P R 1 1 9 2011 011
In Testimony Whereof I have subscribed my name and affixed the facsimile seal of each Company this day of 20
Edward Sayago, Corporate Secretary
PHILADELPHIA INDEMNITY INSURANCE COMPANY
r
Bond No. PB03010403925
Premium $2001 Two (2) Years
KNOW ALL MEN BY THESE PRESENTS:
That Rosedale Land Partners II, LLC, a Delaware limited liability company, 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 Ten Thousand
and no/100 Dollars ($10&00.00).
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 74154, 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 19th day of April, 2017.
Principal:
ROSEDALE LAND PARTNERS II, LLC
a Delaware limited liability company,
By: CDG Rosedale Investment, LLC,
a Delaware limited liability company
Its ra��
Administrative Member .
By; ---e ®' `�
DAf4(0%— O 6A1411 OIC C��
(print name)
Sure1y:
Philadelphia Indemnity Insurance Company
251 S. Lake Avenue, Suite 360
Pasadena, CA 91105
B..'�
Y:
Attorney -in -Fact,
ichelle Haase _
(print name)
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.
State of California
County of Orange
On April 20, 2017
before me, C. Newell, Notary Public
(insert name and title of the officer)
personally appeared Daniel O'Bannon
who proved to me on the basis of satisfactory evidence to be the person whose name is
subscribed to the within instrument and acknowledged to me that (De sheft', y executed the same
in ItisLheoheir authorized capacity, and that by QhG4t4eir signature on the instrument the
person, 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.
C. NEWELL
.
WITNESS my hand and official seal? Commission # 2096339
Notary Public - California z
y
Orange County n
r r' My Comm. Expues Jan 9, 2019
Signature ` u:` (Seal)
ALL- PURPOSE
CERTIFICATE OF ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the
identity of the individual who signed the document to which this certificate
is attached, and not the truthfulness, accuracy, or validity of that document.
State of California
County of O
On OR 19 1017
74
before me, Gina L Garner, Notary Public
ere insert ;We ana tits of the icer
personally appeared Janina Monroe
who proved to me on the basis of satisfactory evidence to be the personw) whose
name(s) is/R%4t subscribed to the within instrument and acknowledged to me that
Wit/she/*" executed the same in brie/herfteir authorized capacity0 tax and that by
>l Wher/ftiit signature(* on the instrument the person*, or the entity upon behalf of
which the persont4o 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.
GINA L. GARNER
WITNESS my hand and official seal. COMM. # 2021213
NOTARY PUBLIC CALIFORNIA
ORANGE COUNTY N
IL"M) comm. enplres May 18, 2017
Notary Public Signature (Notary Public Seal)
4
ADDITIONAL OPTIONAL INFORMATION INSTRUCTIONS FOR COMPLETING THIS FORM
DESCRIPTION OF THE ATTACHED DOCUMENT
kt,,nya,Aevvt 6N\r,1 R363c w4j)3
(Title or description of attached document)
(Title or description of attached document continued)
Number of Pages I Document Date 4 L
.-- ................
CAPACITY CLAIMED BY THE SIGNER
❑ Individual (s)
❑ Corporate Officer
(Title)
❑ Partner(s)
* Attorney -in -Fact
❑ Trustee(s)
❑ Other
2015 Version ,r.,.r✓✓ Nola rp�:lasses.a;n EGO 87;•9815
This farm complies with current California statutes regarding notm,v irording and,
if needed, should be completed and attached to the document. Acknohredgents from
other states may be contpleted for documents being sent to that slate so long as the
�- wording does not require the California notory to violate California notary 1mr.
• State and County information must be the State and County where the document
signer(s) personally appeared before the notary public for acknowledgment.
• Date of notarization must be the date that the signer(s) personally appeared which
must also be the same date the acknowledgment is completed.
• The notary public must print his or her name as it appears within his or her
commission followed by a comma and then yow title (notary public).
• Print the nnme(s) of document signer(s) who personally appear at the time of
notarization.
• Indicate the correct singular or plwal forms by crossing off incorrect forms (i.e.
lie/shc/dwr is /are ) or circling the correct fors. Failure to correctly indicate this
information may lead to rejection of document recording.
• 'lhe notary seal impression must be clear and photographically reproducible.
Impression must not cover text or lines. if seal impression smudges, re -seal if a
sufficient area permits, otherwise complete a different acknowledgment form.
• Signature of the notary public must match the signature on file with the office of
the county clerk.
Additional information is not required but could help to ensure this
acknowledgment is not misused or attached to a different document.
Indicate title or type of attached document, number of pages and date.
Indicate the capacity claimed by the signer. If the claimed capacity is a
corporate officer, indicate the title (i.e. CEO, CFO, Secretary).
• Securely attach this docwnent to the signed document with a staple
0
5175
PHILADELPHIA INDEMNITY INSURANCE COMPANY
One Bala Plaza, 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-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 of the following Resolution adopted by the Board of Directors of
PHILADELPHIA INDEMNITY INSURANCE COMPANY on the 14'h of November, 2016.
RESOLVED: That the Board of Directors hereby authorizes the the President or any Vice President of
the Company: (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 ofAttorney 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 binding upon the Company in the future with 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 14T" DAY OF NOVEMBER, 2016.
,f•.N,
..............
.,1..i
(Seal)
Robert D. O'Leary Jr., President & CEO
Philadelphia Indemnity Insurance Company
On this 14" day of November, 2016, 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.
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(Notary
(Notary Seal)
Notary Public:
residing at:
My commission expires:
Ianuary 8.2018
I, Edward Sayago, Corporate 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 on this 14`' day of November, 2016 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, APR 19 2011
In Testimony Whereof I have subscribed my name and affixed the facsimile seal of each Company this day of 120
Edward Sayago, Corporate Secretary
PHILADELPHIA INDEMNITY INSURANCE COMPANY